Exhibit 10.44   366 MADISON,
INC.,  LANDLORD  with  SILIPOS, INC.,  TENANT  LEASE  Dated as of April    ,
1995  PREMISES :
  
  A portion of theSixteenth Floor366 Madison AvenueNew York, New York   FISCHBEIN BADILLO  WAGNER  ITZLER 909 Third Avenue New York, New York 10022 Hugh M.
Heller, Esq.


TABLE OF CONTENTS  Articles
  
  Caption
  
  Page1
  
  DEMISE - PREMISES -TERMS
  
  12
  
  DEFINITIONS
  
  13
  
  RENT
  
  34
  
  ADJUSTMENT
  OF RENT FOR CHANGES IN REAL ESTATE TAXES AND WAGE RATES
  
  55
  
  PREPARATION FOR
  TENANTS OCCUPANCY
  
  76
  
  REPAIRS; ALTERATIONS;
  FIXTURES
  
  97
  
  FLOOR LOAD; ODORS; NOISE
  
  118
  
  LAWS,
  ORDINANCES, REQUIREMENTS OF PUBLIC AUTHORITIES
  
  129
  
  USE
  
  1210
  
  INSURANCE
  
  1411
  
  DAMAGE BY FIRE OR OTHER
  CAUSE
  
  1512
  
  ASSIGNMENT,
  SUBLETTING, MORTGAGING
  
  1613
  
  NO LIABILITY ON LANDLORDS PART
  
  2014
  
  INTENTIONALLY OMITTED
  
  2115
  
  CONDEMNATION
  
  2116
  
  ENTRY,
  RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING
  
  2217
  
  BANKRUPTCY
  
  2318
  
  DEFAULTS,
  REMEDIES AND WAIVER OF REDEMPTION
  
  2819
  
  LANDLORDS
  RIGHT TO PERFORM TENANTS OBLIGATIONS, REIMBURSEMENT TO LANDLORD, ADDITIONAL
  RENT AND PAYMENT THEREOF - LATE CHARGE
  
  3120
  
  COVENANT OF QUIET ENJOYMENT
  
  3121
  
  EXCAVATION
  
  3222
  
  SERVICES AND EQUIPMENT
  
  3223
  
  ELECTRICITY
  
  3424
  
  BROKER
  
  3625
  
  SUBORDINATION
  
  3726
  
  LEGAL PROCEEDINGS
  
  3827
  
  SURRENDER OF PREMISES
  
  3928
  
  RULES AND REGULATIONS
  
  3929
  
  SUCCESSORS AND ASSIGNS
  
  4030
  
  NOTICES
  
  4031
  
  NO WAIVER: ENTIRE AGREEMENT
  
  4132
  
  INDEX AND
  CAPTIONS: ESTOPPEL CERTIFICATE
  
  4133
  
  INABILITY TO PERFORM
  
  4234
  
  NO REPRESENTATIONS BY LANDLORD
  
  4235
  
  CONSENTS, JUDICIAL
  DETERMINATION
  
  4236
  
  SECURITY
  
  4337
  
  MISCELLANEOUS
  
  4538
  
  ENVIRONMENTAL
  
  4539
  
  SUITES 1601 AND 1611
  
  4640
  
  RELOCATION
  
  48EXHIBIT A:
  CONDITION
  OF THE DEMISED PREMISES ON THE COMMENCEMENT DATEEXHIBIT B:
  CLEANING
  STANDARDSEXHIBIT C:
  RULES AND
  REGULATIONSEXHIBIT D:
  DEMISED
  PREMISESEXHIBIT E:
  STATEMENT
  SPECIFYING COMMENCEMENT DATE


LEASE  Lease dated as of April,
1995, between 366 Madison, Inc., a New York corporation, with offices at c/o
The Galbreath Company, L.P., 437 Madison Avenue, New York, New York 10022
(hereinafter called Landlord) and Silipos, Inc., a New York corporation, with
offices at 366 Madison Avenue, 16th Floor, New York, New York 10017
(hereinafter called Tenant).  WHEREAS, Tenant desires that
a Lease be made to it of such spaces in Building (as defined in Article 2)
for the term, for the rent and upon and subject to the covenants, agreements,
terms, conditions, limitations, exceptions and reservations herein contained;  NOW, THEREFORE, Landlord and
Tenant hereby covenant and agree as follows:  ARTICLE 1  DEMISE - PREMISES -TERMS  1.01.Landlord hereby demises and leases to Tenant,
and Tenant hereby takes and hires from Landlord, that portion of the Building
more particularly described in Exhibit D hereto (hereinafter called the
Demised Premises) for the term hereinafter stated, for the rent hereinafter
reserved and upon and subject to the covenants, agreements, terms, conditions,
limitations, exceptions and reservations of this Lease.  l.02.The
term of this Lease and the estate hereby granted (hereinafter collectively
called the term of this Lease), shall commence on the Effective Date of this
Lease which shall be deemed to be the date this Lease is fully executed and
delivered by both parties, which
date of commencing is hereinafter called the Commencement Date, and shall end
at noon on June 30, 2000, which ending date is hereinafter called the
Expiration Date, or shall end on such earlier date upon which said term may
expire or be terminated pursuant to any of the conditions of limitation or
other provisions of this Lease or pursuant to law.  The term Lease Year shall mean every
successive period of twelve (12) calendar months commencing on the Commencement
Date.  1.03.Landlord shall in accordance with the
foregoing fix the Commencement Date and shall notify Tenant of the date so
fixed.  When the Commencement Date has
been so determined, the parties shall at Landlords request execute a written
agreement confirming such date is the
Commencement Date as attached hereto as Exhibit E.  Any failure of the parties to execute such
written agreement shall not affect the validity of the Commencement Date as
fixed and determined by Landlord.  ARTICLE 2  DEFINITIONS  2.01.For all purposes of this Lease, and all
agreements supplemental hereto, the terms defined in this Section shall
have the meanings specified in this Section unless the context otherwise
requires:  (a)Building shall mean that certain
building, known by street address as 366 Madison Avenue, New York, N.Y., which
is located upon the Land, together with the columns,  
   footings,
supports, foundations and other structural members supporting said building,
together with all improvements now or hereafter located therein, and all
systems, fixtures and other items of property attached or appurtenant to the
improvements or used or necessary in the operation thereof;  (b)ERIF (as defined in Article 23) shall
mean $8,745.00;  (c)include and including shall
each be construed as if followed
by the phrase without being limited to;  (d)Land shall mean all that certain
lot, piece or parcel of land, situate, lying and being in the Borough of
Manhattan, City, County and State of New York, located underneath the Building;  (e)laws and requirements of public authorities,
and words of like import, shall mean laws and ordinances of any or all of the
federal, state, city, county and borough governments and rules, regulations,
orders and directives of any or all departments, subdivisions, bureaus,
agencies or offices thereof, or of any other governmental, public or
quasi-public authorities, having jurisdiction of the Land or Building, and the
direction of any public officer pursuant to law;  (f)mortgage shall include an indenture
of mortgage, a deed of trust to
a trustee, a pledge or any other instrument creating a lien on or other
security interest in the property in question, and the term mortgagee
shall include any such trustee and any other holder of rights under a mortgage;  (g)The obligations of this Lease, and
words of like import, shall mean the covenants to pay rent and additional rent
under this Lease and all of the other covenants, agreements, terms, conditions,
limitations, exceptions and reservations contained in this Lease;  (h)Operating Hours shall mean the hours
between 8:00 AM and 6:00 PM on such Mondays, Tuesdays, Wednesdays, Thursdays
and Fridays as do not fall on the days celebrated as New Years Day, Presidents
Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day or Christmas or on such other days as are celebrated as
holidays under the contract between Local 32B-32J of the Building Service
Employees Union AFL-CIO and the Real Estate Advisory Board of New York, Inc.;  (i)Project shall mean the Land and the Building;  (j)related corporation shall mean a corporation,
individual, partnership, or other business entity, which, directly or
indirectly, controls, is controlled by, or is under common control with,
another corporation, individual, partnership, or other business entity;  (k)repair and repairs shall be
deemed to include restoration, replacement and rebuilding;  (l)requirements of insurance bodies, and words of like import,
shall mean rules, regulation, orders and other requirements of the New York
Board of Fire Underwriters or the New York Fire Insurance Rating Organization
or any other similar body performing the same or similar functions and having  2


jurisdiction or cognizance of the Land, Building or
Demised Premises;  (m)successor corporation shall mean a corporation or other
business entity into or with which another corporation or other business entity
shall be merged or consolidated or to which all or substantially all of the
assets of such other corporation or other business entity shall be transferred;
and  (n)Tenants obligations hereunder, and
words of like import, and Landlords obligations hereunder, and words
of like import, shall mean the obligations of this Lease which are to be
performed, observed, or kept by Tenant, or by Landlord, as the case may
be.  Reference to performance of
either partys obligations under this Lease shall be construed as performance,
observance and keeping.  2.02.The following additional terms, wherever used
in this Lease (unless the context requires otherwise), shall have the
respective meanings specified in the Sections of this Lease set forth below
after such terms:  rent
  
  Section 3.01Rent Commencement Date
  
  3.01fixed rent
  
  3.01Taxes
  
  4.01
  (a)Base Year for Taxes
  
  
  (b)Base Tax
  
  
  (c)Subsequent Tax Year
  
  
  (d)Tenants Proportionate Share
  
  
  (e)Operation Year
  
  
  (f)Base Labor Rate
  
  
  (g)Labor Rate
  
  
  (h)Labor Factor
  
  
  (i)Escalation Statement
  
  
  (j)Payment Dates
  
  4.02Landlords and Tenants Work
  
  5.01Tenants Plans
  
  5.04Lien
  
  5.07Permitted Alterations
  
  6.04Tenants Change
  
  6.04Offer Notice
  
  12.02Sublease Profit
  
  12.06Rules and Regulations
  
  28.02Landlord
  
  29.02Consent
  
  35.01Judicial Determination
  
  35.01Demisable Area
  
  Exhibit D  2.03.The Article headings in this Lease and
the Index annexed to this Lease are inserted only as a matter of convenience,
and are not to be given any effect whatsoever in construing this Lease.  All references in this Lease to number Articles,
numbered Sections and lettered Exhibits are references to Articles and
Sections of this Lease, and Exhibits annexed to (and thereby made part of) this
Lease, as the case may be, unless expressly otherwise designated in the
context.  ARTICLE 3  RENT  3.01.Subject to Section 5.02, the rent
reserved under this Lease (hereafter called the rent), for the term hereof,
shall, with respect to that
portion of the Demised Premises known asSuite 1616, commence on May 1, 1995
and with  3


respect to the balance of the Demised Premises
commence 60 days after substantial completion of that part of Tenants Work
for which Tenant is receiving Landlords Contribution, as so marked on Exhibit
A.  Substantial completion shall be
certified to by Tenants contractor, but in all events rent as to the balance
of the Demised Premises shall commence 120 days from the Commencement
Date.  The aforesaid dates are
hereinafter collectively called the Rent Commencement Date and rent shall be
and shall consist of:  (a)an annual fixed rent (hereinafter called the fixed
rent) at the rate of  Year
  
  Per Annum
  
  Per Month1-2
  
  $
  81,885.00
  
  $
  6,823.753-to the end of the Lease Term
  
  $
  85,065.00
  
  $
  7,088.75  which fixed rent shall be
payable in equal monthly installments in advance on the first day of each and
every calendar month of the term of this Lease (except as stated below);
commencing on the Rent Commencement Date and each and every month thereafter;
plus  (b)such other sums of money as shall become due
and payable as additional rent hereunder, which additional rent shall be
payable as hereinafter provided, all to be paid to Landlord, at its principal
place of business as specified on the first page of this Lease, or such other
place in the City of New York as Landlord may designate, in lawful money of the
United States of America, subject, however, to increase, decrease or abatement
as expressly provided in this Lease.  3.02.             Tenant
has, simultaneously with execution and delivery of this Lease, paid to Landlord
an amount equal to the base fixed rent for one month. If the Rent Commencement
Date is other than the first day of a calendar month, the first monthly installment
of fixed rent, prorated to the end of said calendar month, shall be payable on
the Rent Commencement Date and the payment made byTenant upon execution and delivery of this Lease shall
be applied to the second monthly installment of fixed rent.  3.03.Tenant covenants and agrees promptly to pay the
rent and other charges herein reserved as and when the same shall become due
and payable, without notice or demand therefor and without deduction, set off
or counterclaim with respect thereto.  3.04.Landlord may furnish to Tenant monthly
invoices of the fixed rent which shall be due and payable under this Lease, and
shall endeavor to give prompt notice to Tenant of all other items of additional
rent due and payable under this Lease; provided, however, that failure to furnish said invoices on a timely
basis shall not relieve Tenant of its obligations hereunder.  3.05.The parties acknowledge that Tenant, for the
months of February, March and April 1995, has occupied a portion of
the Demised Premises, to wit: Suite 1616 and has heretofore paid to Landlord
the sum of $8,238,99 as and for use and occupancy therefor.  4


ARTICLE 4  ADJUSTMENT
OF RENT FOR CHANGES IN
REAL ESTATE TAXES AND WAGE RATES  4.01.As usedherein:  (a)Taxes shall mean all real estate
taxes and assessments levied, assessed, confirmed, imposed, or which become a
lien against the Project, but such term shall not include any income,
franchise, transfer, inheritance, capital stock or other tax unless, due to a
future change in the method of taxation, an income, franchise, transfer,
inheritance, capital stock or other tax shall be levied against Landlord in
substitution for, or in lieu of, or in addition to, any tax which would
otherwise constitute a Tax, in which event such income, franchise, transfer,
inheritance, capital stock or other tax (whether or not directly levied,
assessed, confirmed, imposed, or which became a lien, against the project)
shall be deemed to be included in the term Taxes;  (b)Base Year for Taxes shall mean the
calendar year commencing January 1, 1995;  (c)Base
Tax shall mean the Taxes payable for the Base Year for Taxes as finally
determined if contested,
consisting of the taxes payable for the 1995/96 fiscal tax year of The City of
New York;  (d)Subsequent Tax Year shall mean a
fiscal year for Taxes which shall commence after the termination of the Base
Year for Taxes;  (e)Tenants Proportionate Share shall
mean 3.33%;  (f)Operation Year shall mean any period
of twelve months, commencing on January 1, any portion of which occurs
during the term of this Lease;  (g)Base Labor Rate shall mean the Labor
Rate in effect on January 1, 1995;  (h)Labor Rate shall mean (a) the
minimum regular hourly wage rate, prescribed for Porters (as hereinafter
defined) of office buildings in the same category as the Building, pursuant to
any agreement between the Realty Advisory Board on Labor Relations,
Incorporated (or any successor thereto) and Local 32B-32J of the Building Service
Employees International Union, AFL-CIO (or any successor thereto) covering the
wage rates for Porters in such buildings (Agreement), or (b) if, at any time
during the term of this Lease, regular employment of Porters occurs on days or
during hours when overtime or other premium pay rates are in effect pursuant to
the Agreement, the average hourly wage rate, for the hours in a calendar week
during which Porters are regularly employed (e.g., if, pursuant to the
Agreement, the regular weekly employment of Porters is for forty hours, at a
regular hourly wage rate of $9.00 for the first thirty hours and an overtime
hourly wage rate of $12.00 for the remaining ten hours, the regular wage rate
for the applicable period shall be the weekly wage rate of $390.00 divided by
the number of regular hours of employment, to wit, forty, or $9.75), or (c) if,
at any time during the term of this Lease, no Agreement exists, the minimum
regular hourly wage rate, actually payable to Porters by Owner or the
contractor performing cleaning services in the Building, or, if no Porters are
employed at the Building, such rate for Porters employed at office buildings
having a gross area  5


comparable to the Building. If length of service is
applicable in determining the Rate, then such determination shall be made on
the basis of a minimum of five years of service. The Rate shall not include
so-called fringe benefits such as, pensions, vacations, Social Security,
unemployment, and workers compensation insurance, withholding taxes and health
and liability insurance;  (i)Labor Factor shall mean 3180; and  (j)Escalation Statement shall mean a
statement in writing signed by Landlord or its agent, setting forth the amount
payable by Tenant for a specified Subsequent Tax Year or Operation Year (as the
case may be) pursuant to this Article 4.  4.02.If the Taxes for any Subsequent Tax Year shall
be greater than the Base Tax, then Tenant shall pay to Landlord as additional
rent for the Demised Premises for such Tax Year an amount equal to Tenants
Proportionate Share of such excess. After the Taxes for a Subsequent Tax Year
have been determined, Landlord shall furnish Tenant with an Escalation
Statement, accompanied by copies of the relevant tax bills, which shall set
forth the dates on which Landlord is obligated under law to pay the Taxes in
respect of such Subsequent Tax Year (the Payment Dates), with the percentage
of such Taxes so payable on each such Payment Date. Tenant shall pay to
Landlord, on each Payment Date, the same percentage of Tenants Proportionate
Share of Taxes in excess of the Base Tax for the current Subsequent Tax Year as
the percentage of Taxes for such Subsequent Tax Year payable by Landlord on
such payment Date. In no event shall Tenant be obligated to make any payment of
Tenants Proportionate Share of such excess sooner than ten (10) days after
receipt by Tenant of the relevant Escalation Statement.  4.03.If the Labor Rate for any Operation Year shall
be greater than the Base Labor Rate, then Tenant shall pay to Landlord as
additional rent for the Demised Premises for such Operation Year an amount
equal to the product obtained by multiplying the Labor Factor by 1.00 times the
number of cents (including any fraction of a cent) by which the Labor Rate for
such Operation Year exceeds the Base Labor Rate. Any adjustment payable by
reason of the provisions of the preceding sentence shall commence as of the
first day of the relevant Operation Year and, after Landlord shall furnish
Tenant with an Escalation Statement relating to such Operation Year, all
monthly installments of rent shall reflect one-twelfth of the annual amount of
such adjustment until a new adjustment becomes effective pursuant to the terms
of this Article 4, provided, however that if said Escalation Statement is
furnished to Tenant after the commencement of such Operation Year, there shall
be promptly paid by Tenant to Landlord or vice versa, as the case may be, an
amount equal to the portion of such adjustment allocable to the part of such
Operation Year which shall have elapsed prior to the first day of the calendar
month next succeeding the calendar month in which said Escalation Statement is
furnished to Tenant.  4.04.In the event that the Commencement Date shall
occur other than on the first day of a Subsequent Tax Year or an Operation Year
or the Expiration Date shall be a day other than the last day of a subsequent
Tax Year or an Operation Year (as the case may be) the amounts payable pursuant
to Sections 4.02 and 4.03 shall be prorated.  4.05.Payments shall be made pursuant to this Article 4
notwithstanding the fact that an Escalation Statement is furnished to Tenant
after the expiration of the term of this Lease.  Landlord shall, upon request by Tenant,
furnish Tenant  6


with sufficient detail
respecting the figures contained in any Escalation Statement to enable Tenant
to verify the accuracy of such figures.  4.06.In case the Taxes for any Subsequent Tax Year
or part thereof shall be reduced after Tenant shall have paid Tenants
Proportionate Share of any excess thereof in respect of such Tax Year pursuant
to Section 4.02, Landlord shall refund to Tenant Tenants Proportionate
Share of such Taxes received by Landlord (after deduction of expenses,
including counsel fees, incurred by Landlord in connection with reducing the
assessed valuation and/or in obtaining such refund of Taxes).  ARTICLE 5  PREPARATION
FOR TENANTS OCCUPANCY  5.01.Landlord agrees to deliver the Demised Premises
to Tenant on the Commencement Date in its then As Is condition.  Notwithstanding the foregoing, Tenant shall
perform or cause to be performed all work as set forth in Exhibit A and all
other work required to prepare the Demised Premises for Tenants occupancy is
herein called Tenants Work. Tenant agrees (i) to accept the Demised Premises
in the condition specified in this Section 5.01; and (ii) that Landlord
shall have no obligation of any nature whatsoever with respect to preparation
of the Demised Premises for Tenants occupancy, except for the payment of Landlords
Contribution as such term is defined in Exhibit A.  5.02.Delivery of possession of the Demised Premises
to the Tenant shall be deemed to be the Commencement Date hereof.  If Landlord is unable to deliver possession
of the Demised Premises to Tenant on the Commencement Date in the condition
specified herein for any reason, Landlord shall have no liability to Tenant by
reason thereof, nor Shall this Lease be affected thereby.  5.03.Except as otherwise provided in Exhibit A, all
Landlords Work is to be done at the expense of Landlord and all Tenants Work
is to be done at the expense of Tenant. Any items to be installed in the
Demised Premises by Tenant are to be in accordance with plans and
specifications prepared by architects, in conjunction with Building engineers.
All architectural and engineering work necessary for the preparation of Tenants
plans shall be performed at the expense of Landlord.  5.04.All Tenants Work required by Tenants Plans shall
be such that it can be performed with the least possible disturbance to the
other tenants and occupants of the Building, and included in the expense of
performing such Tenants Work shall be the expense of restoring all parts of
the Building which may be affected thereby to as good order and condition as
was the case prior to the performance of such Tenants Work. All such Tenants
Work shall comply with all the covenants, agreements, terms, provisions and
conditions of this Lease.  5.05.Tenant in performing Tenants Work shall, at its
own cost and expense, comply with all applicable laws and requirements of
public authorities and requirements of insurance bodies related to, or arising
out of performance of, such Tenants Work, whether ordinary or extraordinary,
structural or otherwise, foreseen or unforeseen, and will not call upon the Landlord
for any expenses connected therewith, and will reimburse Landlord for any
expenses incurred on account of failure by Tenant to comply with any laws or
requirements of public authorities or requirements of insurance bodies, whether  7


involving structural changes or not. Tenant shall
promptly pay and discharge all costs and expenses of such Tenants Work, and
shall not do or fail to do any act which shall or may render the Building or
any part thereof or the premises or any part thereof liable to any mechanics
lien or other lien or security agreement or charge or chattel mortgage or
conditional bill of sale or title retention agreement (hereinafter collectively
called Lien), and if any such Lien be filed against the Building or any part
thereof, or the Demised Premises or any part thereof, or against such Tenants
Work or any part thereof, Tenant will, at Tenants own cost and expense, within
thirty (30) days after the filing of any such Lien and notice of such filing to
Tenant by Landlord or otherwise, promptly take and prosecute all necessary
proceedings to cause the same to be removed of record or, in default thereof,
Landlord may cause any such Lien to be removed of record by payment or bond or
otherwise, as Landlord may elect, and Tenant will reimburse Landlord for all
reasonable costs and expenses incidental to the removal of any such Lien
incurred by Landlord. Tenant hereby covenants and agrees to indemnify and save
harmless Landlord of and from all claims, counsel fees, loss, damage and
expenses whatsoever by reason of any injury or damage, howsoever caused, to any
person or property occurring prior to the completion of any Tenants Work or
occurring after such completion, as a result of anything done or omitted in
connection therewith or arising out of any fine, penalty or imposition or out
of any matter or thing connected with any Tenants Work as a result of any act
or omission of Tenant or its officers, directors, employees, agents,
contractors or others acting at the direction or on behalf of Tenant. At any
and all times during the period of such Tenants Work, Landlord shall be
entitled to have a representative or representatives on the site to inspect
such Tenants Work, and such representative or representatives shall have free
and unrestricted access to any and every part of the Demised Premises.  Tenant shall deliver or cause to be delivered
to Landlord such instrument or instruments in writing as Landlord may
reasonably require or deem necessary to carry into effect the intended purpose
of this Section. Tenant shall, at Tenants cost and expense, cause each and
every contractor of Tenants selection to maintain and keep in force, for the
benefit of Landlord, until such Tenants Work is completed. Owners Protective
Liability and property damage insurance with limits of at least $1,000,000 for
injuries to any one person, $3,000,000 for injuries arising out of any one
incident, and $1,000,000 property damage, together with workers compensation
and employers liability insurance coverage as required by law and prior to
commencement of Tenants Work, Tenant shall furnish Landlord evidence of said
policy in form and substance reasonably satisfactory to Landlord.  5.06.Landlord shall make available to Tenant during
the performance of Tenants Work such electrical energy Tenant may require for
temporary lighting and power and Tenant shall pay Landlords reasonable charges
therefor.  5.07.Tenant agrees that it will not at any time prior
to or during the term of this Lease, either directly or indirectly, use any
contractors and/or labor, and/or materials if the use of such contractors
and/or labor and/or materials would or will create any labor dispute or other
disruption with other contractors and/or labor and/or materials engaged by
Tenant or Landlord or others in the construction, maintenance, and/or operation
of the Building or any part thereof.  8


ARTICLE 6  REPAIRS; ALTERATIONS;
FIXTURES  6.01.Landlord, at its expense, shall keep and
maintain the Building, and its fixtures, appurtenances, systems and facilities,
and the sidewalks and plazas adjoining the Building, in good working order,
condition and repair and shall make all repairs, structural and otherwise,
interior and exterior, as and when needed in or about the Demised Premises,
except for those repairs for which Tenant is expressly responsible pursuant to
any other provisions of this Lease. Notwithstanding the foregoing, Landlord
shall have no obligation to make repairs in the Demised Premises to any floors,
hardware, electrical switches, electrical or telephone outlets or lighting
fixtures required as a result of wear and tear, nor shall Landlord be required
to make any repairs to (i) any item of Tenants Work, or (ii) any Tenants
Change.  6.02.Tenant shall take good care of the Demised Premises,
the fixtures, equipment and appurtenances therein, and Tenant shall, at Tenants
own expense, make all repairs to the Demised Premises and its fixtures,
appurtenances and equipment (other than those occasioned by ordinary wear and
tear) which are not required to be made by Landlord pursuant to Section 6.01
and shall be responsible for the cost of all repairs to the Demised Premises
and the Building when necessitated toy Tenants moving property in or out of
the Building or by installation or removal of furniture, fixtures or other
property, or necessitated by the carelessness, omission, misuse, neglect or
improper conduct of Tenant, its servants, employees, agents, visitors or
licensees. All of said repairs and any restorations or replacements required in
connection therewith shall be of quality and class at least equal to the
original work or installations and shall be done in a good and workmanlike
manner to the reasonable satisfaction of Landlord.  6.03.Tenant shall not store or place any materials of
whatsoever kind or nature or any obstructions in the lobby, passageways,
stairs, on the sidewalks or plaza abutting the Building or in any public
portions of the Building.  6.04.(a) 
Except for Permitted Alterations (as defined below), after the
performance of Tenants Work Tenant shall make no further alterations,
installations, additions or improvements in or to the Demised Premises or any
alteration to the structural, electrical, plumbing or HVAC systems of the Building
or any part thereof or to other Building apparatus of other or like nature,
without Landlords prior written consent and then only by contractors or
mechanics approved in writing by Landlord, such consent and approval not to be
unreasonably withheld or delayed. (Any alteration, installation, addition or improvement
added in or to the Demised Premises or a Building mechanical system after the
performance of Tenants Work, whether a Permitted Alteration or not, made by
Tenant is hereinafter called a Tenants Change.) Landlord may condition
Landlords approval with respect to any Tenants Change of the kind described
in the last sentence of Section 5.05 on Tenants agreement to remove such
Tenants Change and restore the portions of the Demised Premises affected
thereby to its condition prior to the making of such Tenants Change. The
following shall be deemed to be Permitted Alterations and shall not require Landlords
prior written consent:  (i)Erection, demolition or alteration of non-load
bearing partitions and hung ceilings;  9


(ii)Alterations oradditions to
the electrical system in the Demised Premises provided that the aggregate load
carried by such system is not thereby increased and, also, that no portion of
the Building outside of the Demised Premises is thereby affected; and  (iii)Alterations in the air-conditioning duct work
serving the interior of the Demised Premises provided that no portion of the
Building outside of the Demised Premises is thereby affected.  (b)Tenants Changes shall be done at Tenants sole
expense and at such times and in such manner as Landlord may from time to time
reasonably designate and in full compliance with all laws and requirements of
governmental authorities and requirements of insurance bodies. All Tenants
Changes (except to the extent altered or removed in connection with a
subsequent Tenants Change) shall become the property of Landlord and shall
remain upon and be surrendered with the Demised Premises as a part thereof at
the end of the term or renewal term, or prior expiration thereof, as the case
may be. Prior to commencing any Tenants Change, Tenant shall submit to
Landlord for Landlords information and/or consent, if required hereunder, a
plan or plans showing the proposed Tenants Change. Promptly following
completion of such Tenants Change, Tenant shall furnish Landlord with an As-Built
plan showing such Tenants Change; provided however, that to the extent such
Tenants Change constitutes Permitted Alterations or other work of a merely
cosmetic, non-structural nature, Tenant shall be permitted to furnish to
Landlord final construction drawings with field annotations thereon in lieu of
said As-Built plans.  (c)Anything to the contrary in this Lease notwithstanding,
Tenant shall be responsible for all repairs and maintenance of any kind or
nature to the Building, its systems and the Demised Premises required by any
Tenants Change. If any mechanics lien is filed against the Demised Premises
or the Building for work claimed to have been done for, or materials claimed to
have been furnished to, Tenant, it shall be discharged by Tenant within thirty
(30) days thereafter, at Tenants expense, by filing the bond required by law
or payment or otherwise. Landlord shall not be liable for any failure of any
Building facilities or services including but not limited to the
air-conditioning and ventilating equipment in the Demised Premises installed by
Landlord caused by Tenants Changes and Tenant shall correct any such faulty
installation. Upon Tenants failure to correct same, Landlord may make such
correction and charge Tenant for the cost thereof. Such sum due Landlord shall
be deemed additional rent and shall be paid by Tenant promptly upon being
billed therefor. Tenant shall keep full and accurate records of the cost of any
Tenants Changes in and to the Demised Premises made by Tenant and shall, if
requested by Landlord, make the same available to Landlord for use in
connection with any proceeding to review the assessed valuation of the Building
or any proceedings to acquire the Land and Building for public or quasi-public
use.  (d)Any of Tenants personal property, which shall
remain in the Demised Premises following the expiration of the term, or any
earlier termination of this Lease, and the removal of Tenant from the Demised
Premises may, at the option of the Landlord be deemed to have been abandoned
and either may be retained by Landlord as its property or be disposed of at
Tenants expense or at Landlords option may be disposed of without accountability
in such manner as Landlord may see fit. In the event of Tenants failure to remove any of such property, if
Landlord shall cause such property to be removed then any  10


damage caused by the removal
thereof and any other damage to the Demised Premises caused by the removal of
such property from the Demised Premises may be repaired at Tenants cost and
expense and Tenant shall pay to Landlord upon demand all such costs and
expenses.  (e)The provisions of this Section 6.04 shall
survive the expiration or termination of this Lease.  6.05.Prior to commencing any Tenants Change pursuant to the provisions of Section 6.04, Tenant shall furnish
to Landlord:  (i)Copies of all governmental permits and authorizations
which may be required in connection with such work.  The parties acknowledge that no permits are
required for the work required under Exhibit A.  (ii)A Certificate evidencing that Tenant (or
Tenants contractors) has (have) procured workers compensation insurance
covering all persons employed in connection with the work who might assert
claims for death or bodily injury against Landlord, Tenant or the Building and  (iii)Such additional personal injury and property
damage insurance (over and above the insurance required to be carried by Tenant
pursuant to the provisions of Section 9.03) as Landlord may reasonably
require because of the nature of the work to be done by Tenant.  ARTICLE 7  FLOOR LOAD; ODORS;NOISE  7.01.Tenant shall not place a load upon any floor
of the Demised Premises which exceeds the load per square foot which such floor
is designed to carry and which is then allowed by law. All business machines
and equipment and all other mechanical equipment installed and used by Tenant in
the Demised Premises shall be properly shielded and be so placed, equipped,
installed and maintained by Tenant at Tenants own cost and expense in settings
of cork, rubber or spring-type vibration-eliminators or in such other manner as
Landlord may reasonably direct so as to be sufficient to eliminate the
transmission of noise, vibration or electrical or other interference from the
Demised Premises to any other area of the Building. Tenant shall not permit any
odors created in the Demised Premises to seep into any other part of the
Building.  7.02.Tenant shall not move any safe, heavy
equipment or bulky matter in or out of the Building without Landlords written
consent, which consent Landlord agrees not unreasonably to withhold or delay.
If the movement of such items requires special handling, Tenant agrees to
employ only persons holding a Master Riggers License to do said work, and all
such work shall be done in full compliance with all applicable laws and
requirements of public authorities. All such movements shall be made during
hours which will not interfere with the normal operations of the Building, and
all damage caused by such movement shall be promptly repaired at Tenants
expense.  11


ARTICLE 8  LAWS,
ORDINANCES, REQUIREMENTS 
OF PUBLIC AUTHORITIES  8.01.Landlord covenants and agrees that, at the
Commencement Date, (i) the Certificate of Occupancy issued for the Building
will permit the activities specified in Section 9.01 to be conducted in
the respective portions of the Demised Premises designed, finished and equipped
for such activity, and (ii) there shall be no violations which will interfere
with Tenants use and occupancy of the Demised Premises or prohibit performance
of Landlords Work or Tenants Work.  8.02.Tenant shall, at its expense, comply with all
laws and requirements of public authorities, and requirements of insurance
bodies which shall, with respect to the Demised Premises or the occupancy, use
or manner of use of the Demised Premises or to any abatement of nuisance caused
by Tenant, impose any violation, order or duty upon Landlord or Tenant arising
from Tenants particular use or manner of use of the Demised Premises or any
installations made therein by or at Tenants request or required by reason of a
breach of any of Tenants covenants or agreements hereunder. Landlord shall, at
its expense, rectify or contest by appropriate proceedings all laws and
requirements of public authorities and requirements of insurance bodies applicable
to the Building or the Demised Premises which are not the responsibility of
Tenant pursuant to the foregoing sentence.  8.03.If Tenant receives notice of any violation of any
law or requirement of public authority or requirement of insurance bodies applicable
to the Demised Premises, it shall give prompt notice thereof to Landlord.
Tenant may, at its expense, contest the validity of any such law or requirement
of public authority or requirement of insurance bodies and may defer compliance
therewith provided that (i) Landlord is not thereby subjected to criminal
prosecution and (ii) no unsafe or hazardous condition remains unremedied.
Tenant hereby agrees to indemnify and save Landlord harmless against any loss
or liability arising out of any such deferral of compliance. Landlord agrees to
execute any document reasonably required by Tenant in order to permit Tenant to
effectively carry on any such contest.  8.04.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 of the rules of the Board of
Standards and Appeals or of any other board or body having or asserting
jurisdiction.  ARTICLE 9  USE  9.01.Except as otherwise provided under Section 12.07,
Tenant shall use and occupy the Demised Premises for its executive and general
offices only, and for no other purpose.  9.02.Tenant may, in addition to using the Demised Premises
for the purposes permitted by Section 9.01, also use portions of the
Demised Premises for the installation, maintenance and operation in the Demised
Premises of (i) electronic data processing equipment and business machines, and
(ii) duplicating equipment, and (iii) Dwyer kitchen unit, in each case used
for purposes incidental to the business of Tenant.  9.03.Tenant shall not suffer or permit the Demised Premises
or any part thereof to be used in any manner, or  12


anything to be done therein, or suffer or permit anything
to be brought into or kept in the Demised Premises which would in any way (i) violate any law or requirement
of public authorities or requirement of insurance bodies, (ii) cause structural
injury to the Building or any part thereof, (iii) interfere with the normal
operation of the heating, air-conditioning, ventilating, plumbing or other
mechanical or electrical systems of the Building or the elevators installed
therein, (iv) constitute a public or private nuisance, (v) alter the appearance
of the exterior of the Building or (vi) affect in any adverse way any portion
of the interior of the Building other than the Demised Premises.  9.04.The use of the Demised Premises for the
purposes specified in Section 9.01 shall not in any event be deemed to
include, and Tenant shall not use, or permit the use of, the Demised Premises
or any part thereof for  (a)sale at retail of any products or materials;  (b)the conduct of a public auction of any kind;  (c)the conduct of a bank, trust company, savings
bank, safe deposit, savings and loan association or bank or any branches of any
of the foregoing or a loan company business (except for the conduct of a credit union or benefit plan for Tenants
employees);  (d)the issuance and sale of travelers checks, foreign
drafts, letters of credit, foreign exchange or domestic
money orders or the receipt of money for transmission;  (e)an employment agency;  (f)product display activities, such as those of
a manufacturers representative;  (g)offices or agencies of a foreign government
or political subdivisions thereof;  (h)offices of any governmental bureau or agency
of the United States or any state or political subdivision thereof;  (i)offices of any public utility company, other
than corporate, executive or legal staff offices;  (j)data processing services rendered primarily
to others than Tenant and which are not strictly ancillary to Tenants
business;  (k)health care professionals;  (l)schools or other training or educational uses
(other than those which are strictly ancillary to the Tenants business, such
as training of Tenants personnel to be employed in the Building);  (m)clerical support concerns rendering clerical support
services primarily to others than Tenant or performing functions other than
those which are strictly ancillary to Tenants business;  (n)reservation centers for airlines or for travel agencies;  (o)broadcasting centers for communications
firms, such as radio and television stations; and  13


(p)any other use or purpose which, in the reasonable
judgment of Landlord, is not in keeping with the character and dignity of the
Building.  ARTICLE 10  INSURANCE  10.01.Tenant shall not commit or permit any violation
of the policies of fire, boiler, sprinkler, water damage or other insurance
covering the Building and/or the fixtures, equipment and property therein
carried by Landlord, or do or permit anything to be done, or keep or permit anything to be kept, in the Demised Premises, which
in case of any of the foregoing, (i) would result in termination of any such
policies, (ii) would adversely affect Landlords right of recovery under any of
such policies or (iii) would result in reputable and independent insurance
companies refusing to insure the Building or the property of Landlord, in
amounts reasonably satisfactory to Landlord.  10.02.(a)  If,
because of anything done, caused or permitted to be done or omitted by Tenant,
the rate of liability, fire, boiler, sprinkler, water damages or other insurance
(with all extended coverage) on the Building or on the property and equipment
of Landlord or any other tenant in the Building shall be higher than it
otherwise would be, Tenant shall reimburse Landlord and the other tenants in
the Building for the additional insurance premiums thereafter paid by Landlord
or by the other tenants in the Building which shall have been charged because of the
aforesaid reasons. Tenant shall make the reimbursement on the first day of the
month following such payment by Landlord or such other tenants or subtenants,
upon production of a receipted premium invoice and other evidence required
hereunder.  (b)If, because of anything done, caused or permitted
to be done or omitted by Landlord, not the responsibility of Tenant pursuant to
Section 10.01 at subsection (a) of this Section, the rate of any
insurance coverage carried by Tenant as required by this Lease shall be higher
than it otherwise would be, Landlord shall reimburse Tenant for the additional
premium for such insurance thereafter paid by Tenant which shall have been
charged because of the aforesaid reason. Landlord shall make such reimbursement
not later than the first day of the month following such payment by Tenant,
upon production of a receipted premium invoice and other evidence required
hereunder.  (c)In any action or proceeding wherein Landlord and
Tenant are parties, a schedule or make up of insurance rate for the
Building or Demised Premises issued by the New York Fire Insurance Exchange, or
other body establishing fire insurance rates for said Building, shall be
conclusive evidence of the facts therein stated and of the several items and
charges in the insurance rates then applicable to the Building or Demised
Premises.  10.03.Tenant at Tenants own cost and expense shall
maintain insurance protecting and indemnifying Landlord, and Landlordsagents, employees and contractors
against any and all claims for injury or damage to persons or property or for
the loss of life or of property occurring upon, in or about the Demised
Premises or the public portions of the Building as a result of any act, neglect
or omission of Tenant, its employees, agents,
contractors, customers and invitees; such insurance to afford minimum
protection during the terms of this Lease, of not less than $2,000,000 in
respect of bodily injury or death to any  14


one person or in respect of any one occurrence or
accident, and not less than $500,000 for property damage.  All such insurance shall be effected under valid and enforceable
policies (which may cover the Demised Premises and other locations); shall be
issued by insurers of recognized responsibility reasonably acceptable to
Landlord; and shall contain a provision whereby the insurer agrees not to
cancel the insurance without ten (10) days prior written notice to Landlord.
On or before the date when Tenant shall first enter the Demised Premises
pursuant to Article 5, Tenant shall furnish Landlord with a certificate
evidencing the aforesaid insurance coverage, and renewal certificates shall be
furnished to Landlord at least thirty (30) days prior to the expiration date of
each policy for which a certificate was theretofore furnished.  10.04.Tenant and Landlord shall secure an
appropriate clause in, or an endorsement upon, each of their respective
insurance policies covering or applicable, in the case of Tenant to the Demised
Premises and the personal property, fixtures and equipment, located therein or
thereon and, in the case of Landlord to the Building or such portions thereof
as shall then be owned by Landlord, pursuant to which Landlord s and Tenants
respective insurance companies waive subrogation or permit the insured, prior
to any loss, to agree with a third party to waive any claim it might have
against said third party without invalidating the coverage under said insurance
policy.  The waiver of subrogation or
permission for waiver of any claim obtained by Tenant shall extend to Landlord
and its agents and employees and each mortgagee of Landlord, and the waiver of
subrogation or provision for waiver of any claim obtained by Landlord shall
extend to Tenant and its agents and employees.  10.05.Anything to the contrary contained in this
Lease notwithstanding, the parties hereto mutually agree that neither party
shall be liable to the other party for loss or damage to the Building, the
Demised Premises or any property therein to the extent that the cost of
repairing such loss or damage is reimbursable to such party out of insurance proceeds,
or if either party is a self -insurer, to the extent that the cost of,
repairing such loss or damage would have been reimbursable to such party had
such party carried policies of fire and extended coverage insurance in the form
and amount customary at that time in the Borough of Manhattan for insurance
against loss in first class office buildings.  ARTICLE 11  DAMAGE BY FIRE OR OTHER CAUSE  11.01.If the Demised Premises shall be damaged by
fire or other cause without the fault or neglect of Tenant, Tenants servants,
employees, agents, visitors or licensees the damages shall be repaired by and
at the expense of Landlord (except as provided in Section 11.02) and the
rent until such repairs shall be made shall be apportioned according to the
part of the Demised Premises which is usable by Tenant. But if such partial
damage is due to the fault or neglect of Tenant, Tenants servants, employees,
agents, visitors or licensees, without prejudice to any other rights and
remedies of Landlord the damage shall be repaired by Landlord (except as
provided in Section 11.02) but there shall be no apportionment or
abatement of rent except to the extent of any net proceeds of rent insurance
received by Landlord.  No penalty shall
accrue for any delay which may arise by reason of adjustment of insurance on
the part of Landlord and for any delay on account of labor troubles, or any
other cause, similar or dissimilar, beyond Landlords  15


control. Tenant shall give
immediate notice to Landlord in case of fire in the Demised Premises. If the
Building is totally or substantially
damaged or rendered wholly or substantially untenantable (whether or not the
Demised Premises or any portion thereof shall be damaged) by fire or other
cause and if the Demised Premises cannot be reasonably expected to be restored
or rendered tenantable by Landlord under a normal working schedule within
a period of one (1) month after the occurrence of such damage or destruction,
either Landlord or Tenant may, within 60 days after such fire or other cause,
terminate this Lease by notice to the other party. If either Landlord or Tenant
shall give notice of termination pursuant to this Section, the term of this
Lease shall expire by lapse of time upon the date 30 days after such notice is
given and Tenant shall vacate the Demised Premises and surrender the same to
Landlord. Upon the termination of this Lease under the conditions provided for
in this Section, Tenants liability for rent shall cease as of the day
following the casualty. Tenant hereby expressly waives the provisions of Section 227
of the Real Property Law or any like law which may hereafter be enacted and
agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof, this Article being an express agreement. If the
damage or destruction is due to the fault or neglect of Tenant the debris shall
be removed at the expense of Tenant.  11.02.Landlord shall have no duty to repair or restore
any installations made by Tenant in the Demised Premises.  11.03.No damages, compensation or claims shall be payable
by Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Demised Premises or of the
Building. The preceding sentence shall not be construed to limit or deny any
rights in favor of Tenant against Landlord arising by operation of law without
regard to the provisions of this Lease.  ARTICLE 12  ASSIGNMENT,
SUBLETTING, MORTGAGING  12.01.Except as specifically permitted by this
Article, Tenant shall not by operation of law or otherwise, assign, mortgage or
encumber this Lease, nor sublet or permit the Demised Premises or any part
thereof to be used by others, without Landlords prior written consent in each
instance. An assignment or sublease, within the meaning of this Article 12,
shall be deemed to include one or more sales or transfers, direct or indirect,
by operation of law or otherwise, or creation of new stock, by which an
aggregate of more than 50% of Tenants or a sublessees stock shall be vested
in a party or parties who are non-stockholders as of the date hereof or as of
the date of subletting, as the case may be; or the transfer of the majority of
the total equity interest of the partners of any partnership tenant or
subtenant however any of the foregoing is accomplished, whether by a single
transaction or series of related or unrelated transactions. The consent by
Landlord to any assignment or subletting shall not in any manner be construed
to relieve Tenant from obtaining Landlords express written consent to any
other or further assignment or subletting by Tenant or by any assignee or
subtenant of Tenant, subject to and in accordance with the provisions of this Article 12.  12.02.If Tenant shall determine that it desires to
sublet all or any part of the Demised Premises, Tenant shall notify Landlord of
Tenants desire to do so (any such notice being hereinafter called an Offer
Notice) specifying the space, the rent, the term for which Tenant desires to
sublet and the  16


terms and conditions on which Tenant proposes to
sublet such space. Upon receipt of an
Offer Notice, Landlord shall have the option, exercisable by Landlord in
writing within thirty (30) days after receipt of such Offer Notice, to underlet
from Tenant the space which Tenant so desires to sublet, for the term for which
Tenant desires to sublet it, for a rent equal to the lower of:  (i)the rent for which Tenant proposes to sublet
such space, or  (ii)the rent which Tenant by the terms of this
Lease is required to pay for the rentable area of the space so to be underlet,  such underlease to be upon
the covenants, agreements, terms, provisions and conditions contained in this
Lease except as hereinafter provided and except for such thereof which are
irrelevant or inapplicable and, without limiting the generality of the
foregoing, it is hereby expressly agreed that  (a)Such underlease to Landlord shall give the undertenant
the unqualified and unrestricted right, without Tenants permission, (x)to assign such underlease or any interest
therein and/or to underlet the space covered by such underlease or any parts of
such space for any purpose or purposes that the undertenant, in the undertenants
discretion reasonably exercised, shall deem suitable or appropriate, except
that Landlord agrees that any such underlease will not be assigned except
simultaneously with an assignment of Landlords interest under this Lease so that
at all times the Landlord under this Lease and the undertenant under said
underlease shall be the same person, corporation or other entity, and each
assignor of such underlease shall thereafter be released of all obligations
under such underlease, and (y) to make any and all changes, alterations and
improvements in the space covered by such underlease deemed desirable by the
undertenant;  (b)Such underlease shall provide that (x) anyassignee or subtenant of the
undertenant may, at the election of the undertenant, be permitted to make
alterations, decorations and installations in such space or any part thereof,
and (y) any such alterations, decorations and installations therein made by any
assignee or subtenant of the undertenant may be removed, in whole or in part,
by such assignee or subtenant, at its option, prior to or upon the expiration
or other termination of such underlease provided that such assignee or
subtenant, at its expense, shall repair the damage and injury to such space so
underlet caused by such removal;  (c)Such underlease shall also provide that the parties
to such underlease expressly negate any intention that any estate created under
such underlease be merged with any other estate held by either of said parties,
but Landlord, in the event it underleases or sublets the space covered thereby,
shall nevertheless remain liable to Tenant for all rent due under such underlease.
Tenant shall have the right to set off against any rent or charges due by Tenant
under this Lease any amount owed Tenant under such underlease. Without limiting
Tenants right of set-off as above provided, Landlord shall have no affirmative
obligation to pay rent under such underlease at any time that Tenant is in
default in payment of amounts due Landlord under this Lease;  (d)Tenant shall and will at all times at its expense
provide and permit an appropriate means of ingress and egress from such space
so underlet by Tenant to Landlord, such  17


means of ingress or egress
to be specified by Tenant in the Offer Notice with respect to such space;  (e)The occupant or occupants of all or any part or
parts of such space shall, in common with Tenant, have the use of toilet
facilities and other core facilities on the floor on which such space is
located;  (f)At the expiration of such underlease, Tenant
shall accept the space covered thereby in its then existing condition, provided
that Landlord shall have performed Landlords obligations to keep and maintain
such space in good order and condition except for ordinary wear and tear;  (g)No default by Landlord under such underlease or
by anyone claiming through such underlease shall be deemed to constitute a
default under this Lease; and  (h)In the case of an underlease for the balance
of the term of this Lease, this Lease shall be deemed to have been cancelled
and terminated with respect to the space covered by said underlease and the
fixed rent under this Lease and the rentable area of the Demised Premises shall
be appropriately reduced as of the effective date of such underlease.  In addition, if the space covered by said Offer Notice is for
substantially all of the Demised Premises, and the term of the proposed sublet
is for substantially all of the remainder of the term of this Lease, Landlord
shall have the additional option, exercisable byLandlord in writing within thirty (30) days after receipt of such Offer Notice,
to cancel this Lease effective as of the proposed effective date of such
subletting.  12.03.If Landlord does not exercise either of the
options granted to Landlord by Section 12.02 with respect to a particular
space, then for a period of six (6)months
after Landlords rejection of the Offer Notice (whether by actual rejection or
the expiration of the thirty-day period referred to in Section 12.02),
Landlord agrees that Landlord will not unreasonably withhold or delay consent
to the subletting of such space by Tenant provided that the following further
conditions shall be met:  (a)The proposed rent (including additional rent and
other allowances) payable by the proposed subtenant shall not be more
advantageous to the proposed subtenant nor shall the other terms of the
subletting be substantially different from those set forth in the Offer Notice;  (b)The Demised Premises shall not, without Landlords
prior consent, have been listed or otherwise publicly advertised for subletting
at a rental rate less than the rental rate being demanded by Landlord for
comparable space in the Building. The foregoing, however, shall not be deemed to
prohibit Tenant from negotiating or consummating a sublease at a lower rental
rate, provided that such rental rate is not lower than the rental rate set
forth in the Offer Notice;  (c)Tenant shall not then be in default hereunder
before the time herein provided, if any, to cure such default;  (d)The proposed subtenant shall have a financial
standing, be of a character, be engaged in a business, and propose to use the
Demised Premises in a manner, in keeping with the standards in such respect of
the other tenancies in the Building;  18


(e)If Landlord shall have (or will have on or about
the time of the projected commencement of the proposed sublease) suitable space
available in the Building the proposed subtenant shall not then be a tenant,
subtenant or assignee of any space in the Building, nor shall the proposed
sublessee be a person or entity with whom Landlord is then negotiating to lease
space in the Building;  (f)The proposed subtenant shall not occupy and use
the Demised Premises for purposes prohibited under Section 9.04;  (g)The character of the business to be conducted
or the proposed use of the Demised Premises by the proposed subtenant shall not
(i) be likely to increase Landlords operating expenses beyond that which would
be incurred for use by Tenant or for use in accordance with the standards of
use of other tenancies in the Building; (ii) increase the burden on existing
cleaning services or elevators over the burden prior to such proposed subletting;
or (iii) violate or be likely to violate any provisions or restrictions herein
relating to the use or occupancy of the Demised Premises;  (h)Any proposed sublease shall state that it is
expressly subject to all of the obligations of Tenant under this Lease and the
further condition and restriction that the sublease shall not be assigned,
encumbered or otherwise transferred or the subleased premises further sublet by
the sublessee in whole or in part, or any part thereof suffered or permitted by
the sublessee to be used or occupied by others, without the prior written
consent of Landlord in each instance as set forth herein;  (i)In no event shall there be more than two (2)
occupants (including Tenant) on any floor of the Building; and  (j)Tenant shall reimburse Landlord on demand for
any reasonable costs that may be incurred by Landlord in connection with said
sublease, including, without limitation, the costs of making investigations as
to the acceptability of the proposed subtenant, and reasonable legal costs
incurred in connection with the granting of any requested consent.  12.04.If this Lease shall be assigned or if the
Demised Premises or any part thereof be sublet or occupied by any person or
persons other than Tenant, Landlord may, after default by Tenant, collect rent
from the assignee, subtenant or occupant and apply the net amount collected to
the rent herein reserved, but no such assignment, subletting, occupancy or
collection of rent shall be deemed a waiver of the covenants
in this Article, nor shall it be deemed acceptance of the assignee, subtenant
or occupant as a tenant, or a release of Tenant from the full performance by
Tenant of all the terms, conditions and covenants of this Lease.  12.05.Each permitted assignee or transferee shall
assume and be deemed to have assumed this Lease and shall be and remain liable jointly and severally with Tenant for the payment of fixed rent,
additional rent and adjustments of rent, and for the due performance of all the
terms, covenants, conditions and agreements herein contained on Tenants part
to be performed for the term of this Lease. No assignment shall be binding on
Landlord unless such assignee or Tenant shall deliver to Landlord a duplicate
original of the instrument of assignment which contains a covenant of
assumption by the assignee of all of the obligations aforesaid and shall obtain
Landlords prior written consent pursuant to Section 13.01.  19


12.06.If Tenant shall sublet all or any portion of
the Demised Premises, and if the rent plus any other consideration received by
Tenant with respect to such subletting shall, as respects any portion of the
sublease term, exceed the rent payable under this Lease with respect to such
portion of the sublease term (such excess, after deduction of all reasonable
out-of-pocket expenses actually incurred in connection with the subletting,
including, without limitation, costs of alterations, brokerage commissions,
legal fees and advertising expenses, being hereinafter referred to as Sublease
Profit), Tenant shall pay over fifty (50%) percent of such Sublease Profit to
Landlord as additional rent under this Lease, monthly as such Sublease Profit
is received by Tenant.  12.07.Notwithstanding anything in this Lease to the
contrary, Tenant may, without Landlords prior consent, sublet all or any
portion of the Demised Premises or assign this Lease to one or more related
corporations of Tenant or permit one or more related corporations of Tenant or
any company into which Tenant shall merge, with which Tenant shall consolidate
or which shall acquire substantially all of Tenants assets and business
operations, or to a corporation wholly owned by Tenant to use and/or occupy all
or any part of the Demised Premises; provided, however, that in the case of any
of the foregoing, the surviving entity which shall then constitute Tenant shall
have gross assets and net worth in amounts equal to or greater than the gross
assets and net worth of Tenant prior to said event; and provided further, that
if any related corporation of Tenant ceases, at any time, to be related to
Tenant, Tenant shall cause such corporation to vacate the Demised Premises
within 30 days. The provisions of Section 12.02 and Section 12.06
shall not apply to a sublease to a related corporation of Tenant.  ARTICLE 13  NO LIABILITY ON LANDLORDS
PART  13.01.Landlord and its agents shall not be liable
for (a) any damage to property of Tenant or of others entrusted to employees of
the Building, nor for the loss of or damage to any property of Tenant by theft;
(b) any injury or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain or snow or leaks from any
part of the Building or from the pipes, appliances or plumbing works or from
the roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature, unless caused by or due to the negligence or
wilful acts of Landlord, its agents, servants or employees or the failure of
Landlord to perform its obligations under this Lease within a reasonable time
after notice of such failure; nor shall Landlord and its agents be liable for
any such damage caused by other tenants or persons in the Building or caused by
operations in construction of any private, public or quasi-public work; (c) any
latent defect in the Demised Premises or in the Building; or (d) any injury or
damages for which Tenant is reimbursed under its insurance policies. If at any
time any windows of the Demised Premises are temporarily or permanently closed,
darkened or bricked up as a result of causes beyond Landlords control,
Landlord shall not be liable for any damage Tenant may sustain thereby and
Tenant shall not be entitled to any compensation therefor nor abatement of rent
nor shall the same release Tenant from its obligations hereunder nor constitute
an eviction. Tenant shall reimburse and compensate Landlord as additional rent
within five (5) days after rendition of a statement for all expenditures made
by or damages or fines sustained or incurred by Landlord due to non-performance
or noncompliance with or breach or failure to observe any term, covenant or
condition of this Lease upon  20


Tenants part to be kept, observed, performed or
complied with Tenant shall give immediate notice to Landlord in case of damage
to the Demised Premises or the Building or of defects therein or in any
fixtures or equipment.  13.02.Anything contained in this Lease to the
contrary notwithstanding, Tenant agrees to look solely to the estate and
property of Landlord in the Land and Building of which the Demised Premises
forms a part for the collection of any judgment (or other judicial process) in
the event of any default or breach by Landlord with respect to any of the terms
and provisions of this Lease to be observed and/or performed by Landlord,
subject, however, to the prior rights of any ground or underlying landlords or
the holder of any mortgage, and no other assets of Landlord shall be subject to
levy, execution or other judicial process for the satisfaction of Tenants
claim. In the event Landlord conveys or transfers its interest in the Land,
Building or in this Lease or Landlord (and in the case of any subsequent
conveyances or transfers or leases, the then grantor or Landlord or transferor)
shall be entirely released and relieved from all liability with respect to the
performance of any covenants and obligations on the part of Landlord to be
performed hereunder from and after the date of such conveyance or transfer of
Lease (but not such obligations as shall have previously accrued); it being
intended hereby that the covenants and obligations on the part of Landlord to
be performed hereunder shall be binding on Landlord, its successors and assigns
only during and inrespect of
their respective periods of ownership of an interest in the Land, Building or
in this Lease.  ARTICLE 14  INTENTIONALLY OMITTED   ARTICLE 15  CONDEMNATION  15.01If the whole of the Building or of the Demised
Premises shall be taken by condemnation or in any other manner for any public
or quasi-public use or purpose (other than for temporary use or occupancy), the
term of this Lease shall forthwith cease and terminate as of the date of
vesting of title by reason of such taking (which date is hereinafter referred
to as the date of the taking), and the rent shall be apportioned as of such
date.  15.02.If a major part of the Building shall be taken
so that substantial structural alterations or reconstruction of the Building
shall be necessary as a result of such taking (whether or not the Demised
Premises be affected) Landlord may, at its option, terminate this Lease and the
term and estate hereby granted as of the date of such vesting of title by
notifying Tenant in writing of such termination within sixty (60) days
following the date of the taking.  15.03.If any part, but less than all, of the Demised
Premises shall be so taken and this Lease shall not be terminated pursuant to Section 15.02,
then the part so taken shall no longer constitute part of the Demised Premises
but this Lease shall otherwise remain unaffected by such taking; provided, however,
that Tenant may elect to terminate the term of this Lease in the event of:  21


(i)a taking of more than 25% of the total
rentable area of the Demised premises, or  (ii)a taking that has a material adverse effect
on the entrance or lobbies of the Building, if Landlord fails to provide adequate
alternative access to the Building,  by giving notice of such
election to Landlord not later than 60 days after the date of such taking.  15.04.If notice of termination of this Lease shall
be given pursuant to Section 15.03, then upon such date as may be
specified by Tenant by notice to Landlord, which date shall be not earlier than
90 and not later than 180 days after notice of such taking is given by Landlord
to Tenant, the term of this Lease shall terminate and the rent allocable to the
part of the Demised Premises so taken (determined in the same manner as is
provided in the next sentence) shall be apportioned as of the date of the
taking and the rent for the remainder of the Demised Premises shall be
apportioned as of such termination date. 
Upon a partial taking and the term of this Lease continuing in force as
to any part of the Demised Premises,  (a)the fixed rent shall be diminished by an amount
equal to the area in square feet of the part or parts of the Demised Premises so
taken, multiplied by the then applicable annual per square foot rate of fixed
rent, and  (b)Landlord will, at its expense, restore with reasonable
diligence the remaining portions of the Demised Premises as nearly as
practicable to the same condition as it was in prior to such condemnation or
taking.  15.05.In the event of any condemnation or taking
hereinabove mentioned of all or a part of the Building (whether or not the
Demised Premises be affected) Landlord shall be entitled to receive the entire
award in the condemnation proceeding, including any award made for the value of
the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns
to Landlord any and all right, title and interest of Tenant now or hereafter
arising in or to any such award or any part thereof, and Tenant shall be
entitled to receive no part of such award.  The foregoing, however,
shall not be deemed to preclude Tenant from recovering an award for Tenants
moving expenses, and Tenants fixtures and removable installations in the
Demised Premises.  ARTICLE 16  ENTRY,
RIGHT TO CHANGE PUBLIC PORTIONS OF THE BUILDING  16.01.Tenant shall permit Landlord to install, use
and maintain additional utility and other pipes, ducts, lines, flues and
conduits in the Demised Premises, provided that such installations
are concealed within the permanent structural walls, floors, columns and
ceilings of the Demised Premises and in the shafts provided in the Demised
Premises for such installations and do not materially damage the appearance or
reduce the floor area of the Demised Premises or affect Tenants layout, and
provided further that the installation work is performed at such times and in
such manner as to create the least practicable interference with Tenants use
of the Demised Premises; it being agreed however that the foregoing shall in no
event obligate Landlord to do such work on an overtime basis.  22


16.02.Landlord shall have the right to enter and pass through the Demised Premises or
any part or parts thereof,  (i)to examine the Demised Premises and to show
them to the fee owners, grantors or lessors of underlying or ground leases or
mortgagees and to prospective purchasers, mortgagees or lessees of the Building
as an entirety, and  (ii)for the purpose of performing such maintenance
and making such repairs or changes in or to the Demised Premises or in or to
the Building or its facilities as may be provided for or permitted by this Lease
or as may be mutually agreed upon by the parties or as Landlord may be required
to make by laws and requirements of public authorities. Landlord shall be
allowed to take all materials into and upon the Demised Premises that may be
required for such repairs, changes or maintenance, without being deemed thereby
to evict Tenant from the whole or any part of the Demised Premises.  Landlords rights under this Section 16.02 shall be exercised at
reasonable times and upon reasonable notice (except in the case of emergency
work under clause (ii) above) and in such manner as to create the least
practicable interference with Tenants use of the Demised premises; provided,
however, that the foregoing shall not obligate Landlord to perform such work
outside of Operating Hours.  16.03.Landlord shall also have the right to enter on
and pass through the Demised Premises, or any part thereof, at such times as
such entry shall be required by circumstances of emergency affecting the
Demised Premises or the Building. In such event, if practicable, Landlord or its agents shall be accompanied by a designated representative of
Tenant or a member of the police, fire, water or other municipal department concerned
or of a recognized protection company or of a public utility which is
concerned.  16.04.Landlord upon 10 days written notice to Tenant
shall have the right at any time without thereby creating any actual or
constructive eviction or incurring any liability to Tenant therefor, and
without abatement in rent, to change the arrangement or location of lobbies,
entrances, passageways, doors, doorways, stairways, elevators, corridors and
other like portions of the Building outside of the Demised Premises, provided that such change does not interfere with Tenants
access to the Demised Premises or effect a material reduction in the useable
area of the Demised Premises or in the services which Landlord is obligated to
provide hereunder.  16.05.Landlord may access Building equipment on the
floors in which the Demised Premises are located, subject however to the terms
and conditions of Section 16.02 above.  ARTICLE 17  BANKRUPTCY  17.01.If at any time prior to the date herein fixed
as the Commencement Date there shall be filed by or against Tenant in any court
pursuant to any statute either of the United States or of any State a petition
in bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Tenants property, and within one
hundred eighty (180) days thereafter Tenant fails to secure a  23


discharge thereof, or if Tenant makes an assignment
for the benefit of creditors, or petitions for or enters into an arrangement
this Lease shall ipso  facto be cancelled and terminated, in which
event neither Tenant nor any person claiming through orunder Tenant or by virtue of any statute
or of an order of any court shall be entitled to possession of the Demised
premises and Landlord, in addition to the other rights and remedies given by Article 18
hereof and by virtue of any other provision herein or elsewhere in this Lease
contained or by virtue of any statute or rule of law, may retain asliquidated damages any rent, security,
deposit or monies received by it from Tenant or others on behalf of Tenant upon
the execution hereof.  17.02.If at the date fixed as the Commencement Date
or at any time during the term hereby demised there shall be filed by or
against Tenant in any court pursuant to any statute either of the United States
or of any State a petition in bankruptcy or insolvency or for reorganization or
for the appointment of a receiver or trustee of all or a portion of Tenants
property, and within sixty (60) days thereafter Tenant fails to secure a
discharge thereof, or if Tenant makes an assignment for the benefit of
creditors or petitions for or enters into an arrangement, this Lease, at the
option of Landlord, exercised within a reasonable time after notice of the
happening of any one or more of such events, may be cancelled and terminated,
in which event neither Tenant nor any person claiming through or under Tenant
by virtue of any statute or of an order of any court shall be entitled to
possession or to remain in possession of the Demised Premises but shall
forthwith quit and surrender the Demised Premises, and Landlord, in addition to
the other right and remedies Landlord has by virtue of any other provision
herein or elsewhere in this Lease contained or by virtue of any statute or rule
of law, may retain as liquidated damages any rent, security, deposit or monies
received by it from Tenant or others on behalf of Tenant.  17.03.It is stipulated and agreed that in the event
of the termination of this Lease pursuant to Section 17.01 or Section 17.02,
Landlord 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 for the
unexpired portion of the term demised and the then 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 announced prime rate then in
effect of Citibank N.A. If such premises or any part thereof be relet by the
Landlord for the unexpired term of this 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
prima facie 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, it being
understood that Landlord shall use its best efforts to re-let the Demised
Premises as aforesaid so as to mitigate its damages hereunder. Nothing herein
contained shall limit or prejudice the right of the Landlord to prove for and
obtain as damages by reason of such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and governing
the proceedings in which, such damages are to be proved, whether or not such
amount be greater, equal to or less than the amount of the difference referred
to above.  24


17.04.If an order for relief is entered, or if any
stay or other act becomes effective in favor of Tenant or Tenants interest in
this Lease in any proceeding which is commenced by or against Tenant under the
present or any future federal bankruptcy code or any other present or future
applicable federal, state or other statute or law, Landlord shall be entitled
to invoke any and all rights and remedies available to it under such bankruptcy
code, statute, law or this Lease, including, without limitation, such, rights
and remedies as may be necessary to adequately protect Landlords right, title
and interest in and to the Demised Premises or any part thereof and adequately
assure the complete and continuous future performance Of Tenants obligations
under this Lease. Adequate protection of Landlords right, title and interest
in and to the Demised Premises, and adequate assurance of the complete and
continuous future performance of Tenants obligations under this Lease shall be
governed by the requirements set forth in Section 17.05.  17.05.(a) In the event that Tenant shall become a
debtor under Chapter 7 of Title 11 of the United States Code, as same may be
amended or superseded from time to time (Code) and Tenants trustee or Tenant
shall elect to assume this Lease for the purpose of assigning the same or
otherwise, such election and assignment may be made only if the provisions of
subsections 17.05. (c) and 17.05. (e) are satisfied. If Tenant or
Tenants trustee shall fail to elect to assume this Lease within 60 days after
the filing of such petition or such additional time as provided by the court
within such 60-day period, this Lease shall be a rejected lease within the
meaning of §365 of the Code. Immediately thereupon, Landlord shall be entitled
to possession of the Premises without further obligation to Tenants or Tenants
trustee and this Lease shall terminate, but Landlords right to be compensated
for damages pursuant to the terms of this Lease in any such proceeding shall
survive.  (b)In the event that a petition for reorganization
or adjustment of debts is filed concerning Tenant under Chapter 11 of the Code,
as same may be amended or superseded from time to time, or a petition is filed
under Chapter 7 of the Code and is converted to Chapter 11, Tenants trustee or
Tenant, as debtor-in-possession, must elect to assume this Lease within 120
days from the date of the filing of the petition, or Tenants trustee or
Tenant, as debtor-in-possession, shall be deemed to have rejected this Lease.  (c)In the event that Tenant, Tenants trustee or
Tenant, as debtor-in-possession, has failed to perform all of
Tenants obligations under this Lease within the time periods (excluding grace
periods) required for such performance, no election by Tenants trustee or
Tenant, as debtor-in-possession, to assume this Lease, whether under Chapter 7
or Chapter 11, shall be effective unless all of the following conditions have
been satisfied:  (1)Tenants trustee or Tenant, as debtorin-possession,
shall have cured all defaults under the Lease, or has provided Landlord with
Assurance (as defined below) that it will cure, (i) all defaults susceptible of
being cured by the payment of money within 10 days from the date of such
assumption and (ii) all other defaults under this Lease which are susceptible
of being cured by the performance of any act, promptly after the date of such
assumption.  (2)Tenants trustee or Tenant, as debtorin-possession
shall have compensated, or has provided Landlord with Assurance that within 10
days from the date of such assumption it will compensate Landlord for any
actual  25


pecuniary loss incurred by
Landlord arising from the default of Tenant, Tenants trustee or Tenant, asdebtor-in-possession, indicated
in any statement of actual pecuniary loss sent by Landlord to Tenants trustee
or Tenant, as debtor-in-possession.   (3)Tenants trustee or Tenant, asdebtorin-possession,
shall be provided Landlord with Assurance of the future performance of such of
the obligations under this Lease of Tenant, Lessees trustee or Tenant, as debtor-in-possession,
and if Tenants trustee or Tenant, as debtor-in-possession has provided such
Assurance, Tenants trustee or Tenant, as debtor-in-possession, shall also (i)
deposit with Landlord, as security for the timely payment of rent hereunder, an
amount equal to 3 months Rent, and (ii) pay in advance to Landlord on the date
any Rent is due and payable, one-twelfth of Tenants annual obligations for
Additional Rent pursuant to this Lease. The obligations imposed upon Tenants
trustee or Tenant, as debtor-in-possession, shall continue with respect to
Tenant or any assignee of this Lease after the completion of bankruptcy
proceedings.  (4)Such assumption will not breach or cause a
default under any provision of any other lease, mortgage, financing agreement
or other agreement by which Landlord is bound relating to the Land or the
Building.  (d)For the purposes of Sections 17.04 and 17.05 of
this Lease, Landlord and Tenant acknowledge that Assurance shall mean no less
than:  (1)Tenants trustee or Tenant, as debtor in-possession,
having and continuing to have sufficient unencumbered assets after the payment
of all secured obligations and administrative expenses to assure Landlord that
sufficient funds will be available to fulfill the obligations of Tenant under
this Lease, and there shall have been deposited with Landlord, or the
Bankruptcy Court shall have entered an order segregating sufficient cash or
cash equivalents payable to Landlord, acceptable as to value and kind to
Landlord, to secure to Landlord the obligations of Tenant, Tenants trustee or
Tenant, as debtor-in-possession, to cure the defaults under this Lease,
monetary and non-monetary, within the time periods set forth above, and  (2)the Tenant complies with all of its
obligations under this Lease.  (e)In the event that this Lease is assumed in accordance
with Section 17.05 and thereafter Tenant is liquidated or files a
subsequent petition for reorganization or adjustment of debts under Chapter 11
of the Code, Landlord may, at its option, terminate this Lease and all rights
of Tenant hereunder, by giving Tenant notice of its election so to terminate
within thirty (30) days after the occurrence of either of such events.  (f)(i) If Tenants trustee or Tenant, as debtor-in-possession,
shall have assumed the Lease pursuant to the terms and provisions of paragraph
17.05(a) or 17.05(b) for the purpose of assigning (or elects to assign) this
Lease to an assignee, this Lease may be so assigned only if the proposed
assignee has provided adequate assurance of future performance of all of the
terms, covenants and conditions of this Lease to be performed by Tenant
including, without limitation, the obligation to pay Deferred Rent. As used
herein, adequate assurance of future performance shall mean that no less than
each of the following conditions shall have been satisfied:  26


(1)the proposed assignee has furnished Landlord
with either (i) a current financial statement audited by a certified public
accountant indicating a net worth and working capital in amounts which Landlord
reasonably determines to be sufficient to assure the future performance by such
assignee of Tenants obligations under this Lease, or (ii) a guaranty, or
guaranties, in form and substance satisfactory to Landlord from one or more
persons with a net worth and working capital in amounts which Landlord reasonably
determines to be sufficient to assure the future performance of Tenants
obligations under this Lease;  (2)Landlord has obtained from others required
under any lease, mortgage, financing arrangement or other agreement by which
Landlord is bound all consents or waivers necessary to permit Landlord to
consent to such assignment;  (3)the proposed assignment will not release or
impair any guaranty of the obligations of Tenant (including the proposed
assignee) under this Lease; and  (4)such assignment and the proposed assignee satisfies
the requirements of Article 12 hereof.  (i)Any person or entity to
which this Lease is assigned pursuant to the provisions of the Code shall be
deemed without further act or deed to have assumed all of the obligations
arising under this Lease on and after the date of such assignment. Any such
assignee shall upon demand execute and deliver to Landlord an instrument
confirming such assumption in a form acceptable to Landlord.  (ii)If Tenants trustee or Tenant, as
debtor-in-possession, assumes this Lease and proposes to assign the same
pursuant to §365 of the Code, to any person who shall have made a bona fide offer
to accept an assignment of this Lease, on terms acceptable to the Trustee or
Tenant, as debtor-in-possession, then notice of such proposed assignment,
setting forth (1) the name and address of such person, (2) all of the terms and
conditions of such offer, and (3) the adequate assurance to be provided
Landlord to assure such persons future performance under this Lease, including
the Assurance defined above and the adequate assurance of future performance
defined below, shall be given to Landlord by the Trustee, Tenant or Tenant as
debtor-in-possession, no later than thirty (30) days after receipt by the
Trustee or Tenant as debtor-in-possession of such offer.  Landlord
and Tenant hereby acknowledge that the assurance concerning aproposed assignee required under §
365(f)(2) of the Code, as acondition to any assignment of this Lease by a Trustee or Tenant, as
debtor-in-possession, shall be inadequate, within the meaning of § 365(f)(2) of
the Code, without reference to the standards of adequacy set forth in §§ 365(b)(1)
and 365(b)(3) of the Code, unless evidence of the proposed assignees financial
ability is provided by a balance sheet, income statement and cash flow
statement certified by an independent certified public accountant.  Additionally, the proposed assignee shall be
required to conduct its business in the same manner as Tenant so as to maintain
the tenant mix and balance of the Building, without the agreement by the
proposed assignee to conduct its business in the same manner as Tenant.  27


(iii)Notwithstanding the above, no later than
twenty (20) days prior to the date that a Trustee or Tenant, as debtor-in-possession, shall move before a court of competent
jurisdiction for authority to enter into such assignment and assumption,
Landlord shall have the prior right and option, to be exercised by notice to
the Trustee or Tenant, as debtor-in-possession, given at any time prior to the
approval by a court of competent jurisdiction, to accept, or to cause Landlords
designee to accept, an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the bona fide offer made
by a proposed assignee, less any brokerage commissions which may be payable out
of the consideration to be paid by such person for the assignment of this
Lease; and the Trustee or Tenant, as debtor-in-possession, shall not assign
this Lease to a party other than Landlord or Landlords designee until and
unless Landlord has failed or refused to accept such prior right and option to
the assignment of this Lease.  (g)When, pursuant to the Code, Tenants trustee
or Tenant, as debtor-in-possession, shall be obligated to pay reasonable use
and occupancy charges for the use of the Demised Premises, such charge shall
not be less than the rent and additional rent payable by Tenant under this
Lease.  (h)Neither the whole nor any portion of Tenants
interest in this Lease or its estate in the Demised Premises shall pass to any
trustee, receiver, assignee for the benefit of creditors, or any other person
or entity, or otherwise by operation of law under the laws of any state having
jurisdiction of the person or property of the Tenant unless Landlord shall have
consented to such transfer in writing. No acceptance by Landlord of Rent or any
other payments from any such trustee, receiver, assignee, person or other
entity shall be deemed to constitute such consent by Landlord, nor shall it be
deemed a waiver of Landlords right to terminate this Lease for any transfer of
Tenants interest under this Lease without such consent.  ARTICLE 18  DEFAULTS,
REMEDIES AND WAIVER OF REDEMPTION  18.01.(1)If:  (x)Tenant defaults in fulfilling any of the
covenants of this Lease requiring the payment of fixed rent or additional rent,
which default continues for seven (7) days after Landlord serves a written
notice upon Tenant specifying such default, or  (y)Tenant defaults (taking into account any requirement
for notice thereof and the expiration of any applicable grace period hereunder)
in complying with any other material term, condition or provision of this Lease
or deserts or abandons the Demised Premises, and (i) if such default, desertion
or abandonment is not remedied within twenty (20) days after Landlord serves written
notice upon Tenant specifying the nature of said default or other defect, or
(ii) if a default occurs, and if such default shall be of a nature that cannot
be completely cured or remedied within each twenty (20) day period, Tenant
shall not have  28


diligently commenced curing
such default within such twenty (20) day period or shall not thereafter with
reasonable diligence and good faith proceed to remedy or cure such default or
shall not have completely cured said default within 150 days after said notice,  then at any time after the expiration of such seven
(7) day period (with respect to paragraph 18.01 (1) (x) above, or such twenty
(20) day period (with respect to paragraph 18.01 (1) (y) above) Landlord may
serve a written three (3) days notice of cancellation of this Lease upon
Tenant, and upon the expiration of said three (3) days, this Lease and the term
hereunder shall end and expire as fully and completely as if the date of
expiration of such three (3) day period were the day herein definitely fixed
for the end and expiration of this Lease and the term thereof and Tenant shall
then quit and surrender the Demised Premises to Landlord but Tenant shall
remain liable as hereinafter provided.  (2)If Tenant shall default in the payment of
fixed rent and/or additional rent and such default remains uncured beyond the
expiration of the cure period set in Section 18.01 (1) (x) hereof; or if
the three (3) day notice of cancellation provided for in subdivision (1) of
this Section 18.01 shall have been given, and the term shall expire as
aforesaid; 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 or attempted to be taken or occupied by someone other than Tenant and
the same shall not be vacated or discharged within thirty (30) days; or if
Tenant shall fail to move into or take possession of the Demised Premises
within sixty (60) days after the Commencement Date of this Lease, and there
shall be no bona fide dispute as to whether the Commencement Date has occurred,
then and in any of such events Landlord may, without notice, re-enter the
Demised Premises by any lawful means and dispossess Tenant and the legal representatives
of Tenant or other occupant of the Demised Premises and remove their effects by
summary proceedings or otherwise, and hold the Demised Premises as if this
Lease had not been made, but Tenant shall remain liable hereunder as
hereinafter provided.  18.02.In case of any such default, re-entry,
expiration and/or dispossession by summary proceedings or otherwise, (a) the
fixed rent and additional rent shall become due thereupon and be paid up to the
time of such re-entry, dispossession and/or expiration, together with such
reasonable expenses as Landlord may incur (such as attorneys fees and
brokerage expenses) for putting the Demised Premises in good order and/or for
preparing the same for re-rental, (b) Landlord may re-let the Demised Premises
or any part or parts thereof, either in the name of Landlord or otherwise (but
shall have no obligation to do so), for a term or terms, which may at Landlords
option be less than or exceed the period which would otherwise have constituted
the balance of the term of this Lease and may grant such concessions or free
rent as Landlord shall, in its sole discretion, deem necessary or desirable;
and/or (c) Tenant shall also pay Landlord as liquidated damages for the failure
of Tenant to observe and perform said Tenants covenants herein contained, any
deficiency between the fixed rent and additional rent hereby reserved and/or
covenanted to be paid and the net amount, if any, of the rents collected or to
be 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. Landlord agrees to use reasonable efforts to relet the
Demised Premises as aforesaid so as to mitigate its damages as a result of any
such default, re-entry, expiration and/or dispossession. In computing Tenants  29


liability for damages hereunder there shall be added
to the said deficiency such reasonable expenses as Landlord may incur in connection
with re-letting, such as legal expenses, attorneys fees, brokerage expenses
for putting the Demised Premises in good order and/or for preparing the same
for re-letting. Any such damages shall, at Landlords option, be paid on an
accelerated basis as provided for in the following sentence or be paid in
monthly installments by Tenant on the rent days specified in this Lease and any
suit brought to collect the amount of the deficiency for any month or months
shall not prejudice in any way the rights of Landlord to collect the deficiency
for any subsequent month or months by a similar proceeding. Landlord shall be
entitled to recover from Tenant, as and for Landlords damages, an amount equal
to the difference between the fixed rent, additional rents and other charges
reserved hereunder for the period which otherwise would have constituted the
balance of the term of this Lease and the then present rental value of the
Demised Premises for such period, both discounted at the rate of four (4%)
percent per annum to present worth, all of which shall immediately be due and
payable by Tenant to Landlord. In determining the rental value of the Demised
Premises the rental realized by any reletting, if such reletting be
accomplished by Landlord within a reasonable time after the termination of this
Lease, shall be deemed prima facie to be the rental value, but if Landlord
shall not undertake to relet or having undertaken to relet has not accomplished
reletting, then it will be conclusively presumed that the rents received under
this Lease represent the rental value of the Demised Premises for the purposes
hereof (in which event Landlord may recover from the Tenant, the full total of
all rents and additional charges due hereunder, discounted to present value as
hereinbefore provided). Landlord shall be obligated, however to account to
Tenant for the fixed minimum rent and additional rents received from persons
using or occupying the Demised Premises during the period representing that
which would have constituted the balance of the term of this Lease, but only at
the end of said period and only if Tenant shall have paid to Landlord its
damages as provided herein, and only to the extent of sums recovered from
Tenant as Landlords damage, the Tenant waiving any claim to any surplus.
Landlord at Landlords option may make such alterations, repairs, replacements
and/or decorations in the Demised Premises as Landlord in Landlords sole
judgment considers advisable and necessary for the purpose of re-letting the
Demised Premises; and the making of such alterations and/or decorations shall
not operate or be construed to release Tenant from liability hereunder as
aforesaid. Any such action may be an action for the full amounts of all rents
and damages suffered or to be suffered by Landlord. In the event of a breach or
threatened breach by Tenant of any of the covenants or provisions hereof,
Landlord 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 Landlord from any other remedy, in law or in equity.
The foregoing remedies and rights of Landlord are cumulative. Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenants being evicted or dispossessed
for any cause, or in the event of Landlords obtaining possession of the
Demised Premises by reason of the violation by Tenant of any of the covenants
and conditions of this Lease, or otherwise.  30


ARTICLE 19  LANDLORDS
RIGHT TO PERFORM TENANTS OBLIGATIONS, REIMBURSEMENT
TO LANDLORD, ADDITIONAL RENT AND PAYMENT
THEREOF - LATE CHARGE  19.01.If Tenant shall default in the observance or
performance of any term or covenant on its part to be observed or performed
under or by virtue of any of the terms or provisions of this Lease, Landlord,
without being under any obligation to do so and without thereby waiving such
default, may after twenty (20) days notice to Tenant, except in case of
emergency where no notice shall be required, remedy such default for the
account and at the expense of Tenant. If Landlord makes any reasonable
expenditures or incurs any obligations for the payment of money in connection
therewith or in instituting, prosecuting or defending any action or proceedings
by reason of default, wrongful act or negligence of Tenant or Tenants
employees, agents or invitees occurring before or during the term of this Lease
or after the expiration or termination of the term of this Lease, including but
not limited to legal expenses and attorneys fees, or if Landlord sustains or
incurs any expenditures, damages or fines due to non-performance or
noncompliance with or breach or failure to observe any term, covenant or
condition of this Lease upon Tenants part to be kept, observed, performed or
complied with, such sums paid or obligations incurred with legal interest and
costs shall be paid to Landlord by Tenant on demand, and if not paid, Landlord,
at Landlords option, in addition to any other remedy, may deem the same to be
additional rent.  19.02.All amounts over and above the fixed rent
payable by Tenant to Landlord under the terms of this Lease shall be deemed
additional rent hereunder and shall be paid by Tenant in the same manner as an
installment of the fixed rent within ten (10) days after notice to Tenant by
Landlord that any such amount is payable unless this Lease shall specifically
provide otherwise, and Landlord shall have all the rights and remedies in the
event of the non-payment thereof as it would have had in the event of the
non-payment of any installment of fixed rent. Tenants obligation to pay any additional
rent which shall have theretofore become due and payable shall survive the
expiration or earlier termination of this Lease.  19.03.If Tenant shall fail to pay any rent within
ten days after such rent shall be due, Tenant shall pay Landlord interest on
such rent from the date on which such rent became due to the date on which such
rent is paid at an annual rate two percentage points higher than the announced prime
rate of Citibank N.A.  ARTICLE 20  COVENANT OF QUIET ENJOYMENT  Landlord covenants that upon
Tenant paying the fixed rent and additional rent and observing and performing
all the terms, covenants and provisions of this Lease on Tenants part to be
observed and performed, Tenant may peaceably and quietly enjoy the Demised
Premises, subject nevertheless to the terms and conditions of this Lease
provided that this covenant shall bind and be enforceable against Landlord,
subject to the terms hereof, only so long as Landlord is in possession and is
collecting rent from Tenant but not thereafter.  31


ARTICLE 21  EXCAVATION  In the event that an
excavation or any construction should be made for building or other purposes
upon land adjacent to the Building, or should be authorized to be made, Tenant
shall, if necessary, afford to the person or persons causing or authorized to
cause such excavation or construction, license to enter upon the Demised
Premises for the purpose of doing such work as shall reasonably be necessary to
protect or preserve the wall or walls of the Building, or the Building, from
injury or damage and to support them by proper foundations, pinning and/or
underpinning, or otherwise. Nothing contained herein shall be construed to
limit or preclude any claim, action or proceeding by Tenant against any third
party on account of such excavation or construction.  ARTICLE 22  SERVICES AND EQUIPMENT  22.01.Landlord, at its own cost and expense shall:  (a)Provide elevator service, during Operating Hours
with the elevators serving the Demised Premises and provide at least one
passenger elevator at all other times so as to provide access to the Demised
Premises 24 hours a day, seven days a week;  (b)Supply heat, when legally required, andventilation inthe Demised
Premises at all times during the year during the Operating Hours, all from the
perimeter ducts heretofore installed by Landlord in the Demised Premises,
subject to the terms and conditions set forth in subsection 22.01(c)
below. Landlord shall have no responsibility or liability for the ventilating
conditions and/or temperature of the Demised Premises during the hours or days
Landlord is not required to furnish heat or ventilation pursuant to the first
sentence of this paragraph. Landlord has informed Tenant that the windows of the
Demised Premises and the Building may be sealed, and that the Demised Premises
may become uninhabitable and the air therein may become unbreathable during the
hours or days when Landlord is not required pursuant to this paragraph to
furnish heat or ventilation. Insofar as air temperature and ventilation are
concerned, any use or occupancy of the Demised Premises during the hours or
days Landlord is not so required to furnish heat or ventilation to the Demised
Premises shall be at the sole risk, responsibility and hazard of Tenant. Such
condition of the Demised Premises shall not constitute nor be deemed to be a
breach or a violation of this Lease or of any provision hereof, nor shall it be
deemed any eviction, nor shall Tenant claim or be entitled to claim any
abatement of rent nor make any claim for any damages or compensation by reason
of such condition of the Demised Premises.  Tenant shall in any event
cause all of the windows in the Demised Premises to be kept closed; shall keep
entirely unobstructed at all times all of the vents, intakes, outlets and
grills; and shall comply with and observe all reasonable regulations and
requirements prescribed by Landlord for the proper functioning of the heating,
ventilating and air-conditioning system;  (c)Provide on days other than Saturdays and union
holidays as designated by Local 32B-32J of the Building Service Employees
International Union, or any successor thereto,  32


cleaning services in the Demised Premises and public
portions of the Building in accordance with Exhibit B, provided, however,
that except as may be otherwise provided by separate agreement Landlord shall
not be obligated to clean any portion of the Demised Premises used for
computer, storage or reproduction facilities, private lavatories or the
preparation, dispensing or consumption of food and beverages (it being
understood and agreed that the existing mens lavatory and womens lavatory
contained within the Demised Premises shall be considered to be general
building restroom services for purposes of the cleaning specifications
contained in Exhibit B);  (d)Furnish hot and cold water for lavatory,kitchen, cleaning and drinking
purposes. If Tenant requires, uses or consumes water for any other purposes,
Tenant agrees that Landlord may install a meter or meters or other means to
measure Tenants water consumption, and Tenant further agrees to reimburse
Landlord for the cost of the meter or meters and the installation thereof, and
to pay for the maintenance of said meter equipment. Tenant shall reimburse
Landlord for the cost of all water consumed as measured by said meter or
meters, including sewer rents, and all other charges imposed by any authority,
on, or measured by, the use of water at the rates (as averaged) charged
Landlord by the supplier of such water;  (e)Provide electrical current for the lighting of
public stairs and other public areas, and building, exit and elevator
directional signs during Operating Hours and when legally required; and  (f)Provide chilled air during normal business hours
from May 1st to September 30th each year to service the Sixteenth Floor of
the Demised Premises to Building Standard but in no event less than the
prevailing standard set by OSHA. Landlord shall maintain and repair the
airconditioning equipment to service the Sixteenth Floor of the Demised
Premises at its own cost and expense. 
Tenant shall cooperate fully with Landlord at all times and abide by all
regulations and requirements which Landlord may reasonably prescribe for the
proper functioning and protection of the airconditioning system.  22.02.Landlord reserves the right to interrupt, curtail
or suspend the services required to be furnished by Landlord under this Article 22
when the necessity therefor arises by reason of accident, repairs, emergency,
mechanical breakdown, or when required by any law, order or regulation of any
Federal, State, County or Municipal authority, or as the result of the making
by Landlord of any additions, improvements or installations in the Building or
for any cause beyond the reasonable control of Landlord. Landlord shall use
reasonable diligence to complete all required repairs or other necessary work
as quickly as reasonably possible so that Tenants inconvenience resulting
therefrom may be for as short a period of time as circumstances will reasonably
permit. No diminution or abatement of rent or other compensation shall or will
be claimed by Tenant as a result therefrom, nor shall this Lease or any of the
obligations of Tenant be affected or reduced by reason of such interruption,
curtailment or suspension.  22.03.Tenant shall reimburse Landlord for the costs
to Landlord of removal from the Demised Premises and the Building of any refuse
and rubbish of Tenant in excess of normal office waste, and Tenant shall pay
all bills therefor when rendered.  33


ARTICLE 23  ELECTRICITY  (a)Landlord shall furnish to Tenant the electric energy which Tenant
requires in the Demised Premises on a rent inclusion basis, through the
presently installed electrical facilities for Tenants reasonable use in the
Demised Premises for lighting, light office equipment and the usual small
business machines, including Xerox or other copying machines.  Subject to the following provisions of this Article 23,
there shall be no charge to Tenant therefor by way of measuring the same on any
meter or otherwise, electric current being included as an additional service in
the fixed rent payable hereunder.  Landlord shall not in any way be liable or
responsible to Tenant for any loss or 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.  (b)(i)  Tenant acknowledges and
agrees (A) that the annual fixed rent hereinabove set forth in this Lease
includes the Electricity Rent Inclusion Factor of $2.75 per square foot to compensate
Landlord for the electrical wiring and other installations necessary for, and
for its obtaining and redistribution of, electric current as an additional
service; and (B) that said Electricity Rent Inclusion Factor (hereinafter called
ERIF), which shall be subject to periodic adjustments as herein provided, has
been partially based upon Tenants estimated connected electrical load and
hours of use thereof for ordinary lighting and light office equipment, during
ordinary business hours.  The Electricity
Rent Inclusion Factor shall mean the amount determined by applying the
estimated connected electrical load and usage thereof in the Demised Premises
(as the same mayhereafter from time to time be
determined by Landlords electrical consultant as hereinafter provided) to the
rate charged for such load and usage in the service classification in effect on
January 1, 1995 pursuant to which Landlord then purchased electric current
for the entire Building from the public utility corporation.  If the cost to Landlord of electricity shall
have been, or shall be, increased subsequent to January 1, 1995 (whether
such increase occurs prior to or during the Term of this Lease), by change in
Landlords electric rates, charges, fuel adjustment, or service
classifications, or by taxes or charges of any kind imposed thereon, or for any
other such reason, then the aforesaid ERIF portion of the fixed rent shall be
increased in the same percentage and the fixed rent shall be increased
accordingly.  (ii)Any such percentage increase in Landlords
cost due to change in Landlords electric rates, charges, etc., shall be
computed by the application of the average consumption (energy and demand) of
electricity for the entire Building for the twelve (12) full months immediately
prior to the rate change, other change in cost, or any changed methods of or
rules on billing for same, on a consistent basis to the new rate and/or service
classifications and to the immediately prior existing rate and/or service
classifications.  If the average
consumption of electricity for the entire Building for said prior twelve (12)
full months cannot reasonably be applied and used with respect to changed
methods of or rules on billing, then the percentage increase shall be computed
by the use of the average consumption (energy and demand) for the entire Building
for the first three (3) months under such changed methods of or rules on
billing, projected to a full twelve (12) months; and that same consumption, so
projected, shall be applied to the rate and/or service classifications which
existed immediately prior to the changed methods of or rules on billing.  The parties acknowledge that they understand
that it is anticipated that existing  34


electric rates, charges, etc., may be changed by
virtue of time-of-day rates or other methods of billing, and that the foregoing
reference to changes in methods of or rules on billing is intended to include
any such change.  The parties agree that
a reputable, independent electrical consultant, selected by Landlord (Landlords
electrical consultant) shall determine the percentage for the changes in the
ERIF based on changes in Landlords electric rates, charges, etc.  (c)(i)   The parties agree that Landlords electrical
consultant may from time to time make surveys in the Demised Premises covering
the electrical equipment and fixtures and use of current therein, and the
connected electrical load and usage portion of the ERIF shall be changed in
accordance with such survey, and the ERIF automatically redetermined, accordingly,
by Landlords electrical consultant. The fixed annual rent shall be
appropriately adjusted effective as of the date of any such change in connected
load and usage, as disclosed by said survey. In no event, is the originally
specified ERIF portion of the fixed rent (as adjusted by any electricity cost
increases of Landlord after January 1, 1995) to be reduced.  The cost of any such survey shall be borne
equally by Landlord and Tenant.  (ii)The determination of change in the ERIF by
Landlords consultant shall be binding and conclusive on Landlord and on Tenant
from and after the delivery of copies of such determination to Landlord and
Tenant, unless within fifteen (15) days after the delivery of such copies,
Tenant disputes such determination.  If
Tenant disputes the determination, it shall, at its own expense, obtain from a
reputable, independent electrical consultant its own survey of Tenants
electrical lighting and power load and hours of use thereof, and a
determination of such change in the ERIF in accordance with the provisions of
this Article 23.  Tenants
consultant and Landlords consultant then shall seek to agree on a finding of
such determination of such change in the ERIF. 
If they cannot agree, they shall choose a third reputable electrical
consultant whose cost shall be shared equally by Landlord and Tenant, to make a
similar survey, and the determination of such ERIF change by such third
electrical consultant shall be controlling. 
(If they cannot agree on such third consultant, within ten (10) days,
then either party may apply to the Supreme Court in the County of New York for
the appointment of such third consultant.) However, pending such determination,
Tenant shall pay to Landlord the amount of ERIF as determined by Landlords
independent electrical consulting firm, provided, however, if the amount of
ERIF determined as aforesaid is different from that determined by Landlords
electrical consulting firm, then Landlord and Tenant shall make adjustment for
any deficiency owed by Tenant or overage paid by Tenant pursuant to the
decision of Landlords electrical consulting firm.  (d)Landlord reserves the right to discontinue furnishing
electric energy to Tenant at any time upon sixty (60) days written notice to
Tenant, and from and after the effective date of such termination, Landlord
shall no longer be obligated to furnish Tenant with electric energy, provided,
however, that such termination date may be extended for a time reasonably
necessary for Tenant to make arrangements to obtain electric service directly
from the public utility company servicing the Building.  If Landlord exercises such right of
termination, this Lease shall remain unaffected thereby and shall continue in
full force and effect, and thereafter Tenant shall diligently arrange to obtain
electric service directly from the public utility company servicing the
Building, and may utilize the then existing electric feeders, risers and wiring
serving the Demised Premises to the extent available and safely capable of
being used for such purpose and only to the extent of Tenants then authorized  35


connected load.  Landlord shall be obligated to pay no part of
any cost required for Tenants direct electric service. Commencing with the
date when Tenant receives such direct service, and as long as Tenant shall
continue to receive such service, the fixed rent payable under this Lease shall
be reduced to what the fixed rent would then have been but for the adjustments
under this Article 23 and the original ERIF payable by Tenant included in
the fixed annual rent as set forth in Article 2 hereof.  (e)(i) Tenant agrees not to connect any
additional electrical equipment of any type to the Building electric distribution
system, other than lamps, typewriters and other small office machines which
consume comparable amounts of electricity, without the Landlords prior written
consent, which consent shall not be unreasonably withheld.  Any additional risers, feeders, or other
equipment proper or necessary to supply Tenants electrical requirements, upon
written request of Tenant, will be installed by Landlord, at the sole cost and
expense of Tenant, if, in Landlords sole judgment, the same are necessary and
will not cause permanent damage or injury to the Building or the Demised
Premises, or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repair or expense or interfere with or
disturb other tenants or occupants.  (ii)At Landlords option, Tenant shall purchase
from Landlord or Landlords agent all lighting tubes, lamps, bulbs and ballasts
used in the Demised Premises and Tenant shall pay Landlords reasonable charges
for providing and installing same, on demand, as additional rent.  (f)In no event shall the fixed rent under this
Lease be reduced below the fixed rent specified herein by virtue of this Article 23
except as provided in Section (d).  (g)Landlord shall have the option at any time
upon ten (10) days prior written notice to Tenant to discontinue supplying electric
energy to Tenant in accordance with the provisions of this Article 23, and
elect instead to furnish electric energy to Tenant on a submetered basis.  In the event that Landlord shall exercise the
option contained in this Section 23(g), the fixed rent set forth herein shall
be reduced in the manner described in Section 23 (d) hereof.  ARTICLE 24  BROKER  24.01.Tenant represents to Landlord that it has dealt
with no broker in connection with this transaction other than The Galbreath
Company, L.P. (the Broker).  Tenant
agrees to indemnify and save Landlord harmless against the claims (whether or
not justified) of any broker or agent (other than the Broker) alleging dealings
with Tenant.  24.02.Landlord represents to Tenant that it has dealt
with no broker in connection with this transaction other than the Brokers and
Landlord agrees to pay said Brokers commission pursuant to separate agreement.  36


ARTICLE 25  SUBORDINATION  25.01.Subject to the conditions set forth in Sections
25.02 and 25.03, this Lease is and shall be subject and subordinate to any
ground or underlying lease hereinafter collectively called Underlying Lease)
which may now or hereafter affect the Building or the Land and to any
amendment, modification, renewal or extension of any such Underlying Lease. Subject
as aforesaid this Lease is also subject and subordinate to all mortgages which
may now or hereafter affect any Underlying Lease or the Land and/or Building
and to all renewals, modifications, amendments, consolidations, replacements or
extensions thereof. The landlord or lessor under any Underlying Lease is
referred to in this Lease as Overlandlord. This clause shall be
self-operative and no further instrument of subordination shall be required by
any Overlandlord or mortgagee. In confirmation of such subordination, Tenant
without cost or charge to Landlord shall execute promptly any certificate or instrument
of subordination that Landlord may reasonably request. Tenant hereby
constitutes and appoints Landlord the Tenants attorney-in-fact for purposes of
this Article only to execute any such certificate or certificates or any
such instrument or instruments for and on behalf of Tenant if Tenant shall fail
or refuse to execute the same for fifteen days after demand.  25.02.The subordination of this Lease to Underlying Leases
in accordance with Section 25.01 is subject to the express conditions
that, so long as this Lease shall be in effect, in the event of termination of
the term of any Underlying Lease, by re-entry, notice, summary proceedings or other action or proceeding, or
if the term of such Underlying Lease shall otherwise terminate or expire before
the termination or expiration of the term of this Lease, Tenant shall recognize
and attorn to the then owner of the fee or lessor of such Underlying Lease and
this Lease shall continue in full force and effect as a direct lease between
Tenant and the then owner of the fee or lessor of such Underlying Lease, as the
case may be, upon all of the obligations of this Lease, except that if such
owner or lessor is not related to Landlord, said owner or lessor shall not (i)
be liable for any previous act or omission of Landlord under this Lease; (ii)
be subject to any defenses or offsets that Tenant may have against any prior
landlord (including, without limitation, the then-defaulting landlord); (iii)
be bound by any prepayment of more than one months rent; (iv) be bound by any
construction obligations of any prior landlord or by any covenant to undertake
or complete any construction or reconstruction of any portion of the Building,
including that portion leased to Tenant under this Lease; (v) be bound by any
obligation to make any payment to Tenant; or (vi) be bound by any set-off or
counterclaim that may have accrued to Tenant against any prior landlord. In
such event, upon written request of said owner or lessor, or his successors or
assigns, Tenant shall enter into an agreement attorning to said owner or lessor,
or his successors or assigns upon all of the obligations of this Lease.  25.03.The subordination of this Lease to the liens of
mortgages in accordance with Section 25.01 is subject to the express
condition that so long as this Lease shall be in effect Tenant shall recognize
and attorn to the holder of any such mortgage who becomes the owner of the fee
or the assignee of any Underlying Lease, or the lessee of any other lease given
in substitution therefor, or if the Land or the Building shall be sold as a
result of any action or proceeding to foreclose such mortgage, if this Lease
shall not have been terminated, this Lease shall continue in full force and
effect as a direct lease between Tenant and the then owner of the fee or the
then lessee of such Underlying Lease, or the lessee of any other least given  37


in substitution therefor, or
such purchaser of the Land or Building, as the case may be, upon all of the
obligations of this Lease, except that if such owner, lessee, or purchaser is
not related in any way to Landlord such owner, lessee or purchaser shall not
(i) be liable for any previous act or omission of Landlord under this Lease,
(ii) be subject to any defenses or offsets that Tenant may have against any
prior Landlord (including, without limitation, the then-defaulting landlord), (iii)
be bound by any prepayment of more than one months rent, (iv) be bound by any
construction obligations of any prior landlord or by any covenant to undertake
or complete any construction or reconstruction of any portion of the Building,
including that portion leased to Tenant under the Lease, (v) be bound by any
obligation to make any payment to Tenant, or (vi) be bound by any set-off or
counterclaim that may have accrued to Tenant against any prior landlord. In
such event, upon written request of said owner or lessor, or his successors or
assigns, Tenant shall enter into an agreement attorning to said owner or
lessor, or his successors or assigns, upon all of the obligations ofthis Lease.  25.04.In the event of any act or omission by Landlord
which would or may give Tenant the right to terminate this Lease or to claim a
partial or total eviction, Tenant will not exercise any such right until  (a)it has given written notice of any such actor omission to the holder of any
leasehold mortgage or of any fee mortgage and to Landlord and the lessor under
any Underlying Lease or leases whose names and addresses previously have been
furnished to Tenant by giving such notice, addressed to such holders and
Landlord or lessors at the last addresses so furnished, and  (b)ten (10) days shall have elapsed following
such giving of notice of such act or omission during which the parties to whom
such notice has been given, or any of them, have not commenced with reasonable
diligence the remedying of such act or omission.  25.05.If, in connection with obtaining temporary or permanent
financing for the Land and/or Building, or any Underlying Lease, any lender
shall request reasonable modifications of this Lease as a condition to such
financing, Tenant agrees that Tenant will not unreasonably withhold, delay or
defer the execution of an agreement of modification of this Lease provided such
modifications do not increase the financial obligations of Tenant hereunder,
adversely affect Tenants rights under this Lease or adversely affect the
leasehold interest hereby created.  ARTICLE 26  LEGAL PROCEEDINGS  26.01.Landlord and Tenant hereby waive, to the
extent such waiver is not prohibited by law, the right to a jury trial in any
action, summary proceeding or legal proceeding between or among the parties
hereto or their successors arising out of this Lease or Tenants occupancy of
the Demised Premises or Tenants right to occupy the Demised Premises.  26.02.Tenant hereby waives, to the extent such
waiver is not prohibited by law, the right to interpose a counterclaim in any
summary proceeding instituted by Landlord against Tenant or in any action
instituted by Landlord for unpaid rent or additional rent under this Lease.  38


ARTICLE 27  SURRENDER OF PREMISES  Upon the
expiration or other termination of the term of this Lease, Tenant shall quit
and surrender the Demised Premises in good order and condition, ordinary wear
and tear and damage by fire, other casualty or the elements excepted, and shall
remove all its property therefrom, except as otherwise provided in this Lease.
Tenants obligation to observe or perform this covenant shall survive the
expiration or other termination of the term of this Lease.  ARTICLE 28  RULES AND REGULATIONS  28.01.Tenant,
its servants, employees, agents, visitors and licensees shall observe
faithfully and comply strictly with the rules and regulations set forth in Exhibit C attached hereto and made a
part hereof.   28.02.Landlord
shall have the right from time to time during the term of this Lease, to make
changes in, and additions to, the rules and regulations set forth in Exhibit C provided
that such changes and additions are applicable to all other office tenants in
the Building and  (i)are necessary or
desirable for the safety, care or appearance of the Building or the
preservation of good order therein, or the operation or maintenance of the
Building, or the equipment thereof, or the comfort of tenants or other
occupants in the Building,  (ii)do not
unreasonably affect the conduct of Tenants business in the Demised Premises;
provided, further, that in the case of any conflict or inconsistency between the
provisions of this Lease and any of said rules and regulations as originally
promulgated or as changed, the provisions of this Lease shall control. Said
rules and regulations, as changed in accordance with this Section from
time to time, are hereinafter called the Rules and Regulations.  28.03.If
Tenant shall dispute the reasonableness of any change in the Rules and
Regulations, the dispute shall be determined by Judicial Determination. The
right to dispute the reasonableness of any change in the Rules and Regulations
upon Tenants part shall be deemed waived unless the same is asserted by
service of a notice upon Landlord within thirty (30) days after notice is given
to Tenant of the adoption of any such change.  28.04.Landlord
shall use reasonable efforts to enforce the Rules and Regulations, but Landlord
shall not be liable to Tenant for violation of the same by tenants or other occupants
of the Building, or their servants, employees, agents, visitors or licensees.
Landlord shall not enforce such rules
and regulations in a discriminatory manner as among Tenant and other tenants in
the Building.  28.05.Any
dispute between the parties hereto with respect to application or
interpretation of the Rules and Regulations shall be determined by Judicial Determination.  39


ARTICLE 29  SUCCESSORS AND ASSIGNS  29.01.The
covenants, conditions and agreements contained in this Lease shall bind and
inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and, except as otherwise provided herein, their assigns.  29.02.The
term Landlord wherever used in this Lease shall be limited to mean and
include only the owner or owners at the time in question of the Building or the
tenant under an Underlying Lease affecting the Land and/or the Building, to
whom this Lease has been assigned, or an Overlandlord if such Overlandlord
enters into possession, or a mortgagee in possession so that in the event of
any sale, assignment or transfer of the Land and/or Building, or of such
Underlying Lease, such owner, tenant under such Underlying Lease or
Overlandlord or mortgagee in possession shall thereupon be released and
discharged from all covenants, conditions and agreements of Landlord hereunder;
but such covenants, conditions and agreements shall be binding upon each new
owner, tenant under such Underlying Lease, Overlandlord or mortgagee in
possession for the time being of the Building, until sold, assigned or
transferred.  29.03.Wherever
used in this Lease in connection with any of Tenants obligations hereunder,
and except as otherwise provided herein,
the term Tenant shall mean and include, at any given time. Tenant herein
named and each successor to or assignee of any interest of Tenant herein named under
this Lease pursuant to the terms of this Lease. In any other context, the term Tenant
shall be limited to mean only the tenant in possession at the time in question
of the Demised Premises.  ARTICLE 30  NOTICES  Anynotice, request, demand or
communication permitted or required to be given by the terms and provisions of
this Lease, or by any law or governmental regulation, either by Landlord to
Tenant or by Tenant to Landlord, shall be in writing. Unless otherwise required
by such law or regulation such notice, request or demand shall be given when
the same shall have been sent by hand, by a reputable overnight courier service
or deposited in a securely closed postpaid wrapper by certified or registered
mail, return receipt requested, in a United States Government general or branch
post office, addressed if for Tenant (1) at the Demised Premises, or (2) until
Tenant shall have moved its offices to the Demised Premises, addressed to
Tenant at its address as stated on the first page of this Lease, with a copy to
Martin Danoff, Esq., c/o Ohrenstein & Brown, 230 Park Avenue, New York, NY
10169, and if for Landlord, addressed to Landlord, c/o The Galbreath Company,
L.P., 437 Madison Avenue, New York, New York 10022, attention:  Barry Lewen, with a copy to
Fischbein-Badillo-Wagner-Itzler, 909 Third Avenue, 17th Floor, New York, New
York 10022, Attention:  Hugh M. Heller,
Esq.  Such notice, request or demand shall
be deemed to have been served upon the earlier of actual receipt or first attempted
delivery. Either party may, by notice sent in like manner as aforesaid,
designate a different address or addresses for notices, requests, demands or
communications to it.  40


ARTICLE 31  NO WAIVER; ENTIRE AGREEMENT  31.01.The
failure of either party hereto to seek redress for violation of, or to insist
upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations set
forth herein or hereafter adopted by Landlord, shall not prevent a subsequent
act, which would have originally constituted a violation hereof, from having all
the force and effect of an original violation. The receipt by Landlord or the
payment by Tenant of rent with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. No provision of this Lease
shall be deemed to have been waived by either party unless such waiver be in
writing and signed by the party to be charged. No payment by Tenant or receipt
by Landlord of a lesser amount than the monthly rent herein stipulated shall be
deemed to be other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlords right to recover
the balance of such rent or pursue any other remedy in this Lease provided.  31.02.This
Lease with the Exhibits annexed hereto contains the entire agreement between
Landlord and Tenant and any executory agreement
hereafter made between Landlord and Tenant shall be ineffective to change,
modify, waive, release, discharge, terminate or effect an abandonment of this
Lease, in whole or in part, unless such executory agreement is in writing and
signed by the party against whom enforcement of the change, modification,
waiver, release, discharge, termination or the effecting of the abandonment is
sought.  31.03.If
any term or provision of this Lease shall to any extent be invalid or
unenforceable, the remainder of this Lease shall not be affected thereby and
the balance of the terms and provisions of this Lease shall be valid and
enforceable to the fullest extent either as specified hereunder or as permitted
by law.  ARTICLE 32  INDEX
AND CAPTIONS; ESTOPPEL CERTIFICATE  32.01.The
index preceding this Lease and the captions of Articles in this Lease are
inserted only as a matter of convenience and for reference and they in no way
define, limit or describe the scope of this Lease or of the intent of any
provision thereof.  32.02.Each
party hereto covenants and agrees, at any time and from time to time, as
requested by the other party, upon not less than ten (10) days prior notice,
to execute, acknowledge and deliver to the other a statement in writing certifying
that this Lease is unmodified and in full force and effect and constitutes the
only lease or agreement between Landlord and Tenant affecting the Premises (or
if there have been modifications or other agreements, that the same is in full
force and effect as modified and stating the modifications or other agreements),
certifying the dates to which the fixed rent and all items of additional rent
and other charges, if any, have been paid, the commencement and expiring dates
of the Lease, stating whether or not, said party is in default in the
performance of any of its obligations under this Lease, and, to the best knowledge
of the signer, the other party is in default in  41


performance of
any of its obligations under this Lease, and, if so, specifying each such
default of which the signer may have knowledge, stating whether Tenant is
entitled to any free rent or other concessions, offsets, rebates, abatements,
benefits or inducements, stating whether Tenant is entitled any renewal,
expansion, or purchase options or rights of first refusal, stating whether or
not any rental payment has been made for more than one month in advance, and
stating whether or not said party has any outstanding claim, offset or defense
it could assert against the payment of rent or enforcement or any of the terms
of the Lease, it being intended that any such statement delivered pursuant
hereto may be relied upon by others with whom the party requesting such
certificate may be dealing.  32.03.This
Lease shall not be deemed or construed to create or establish any relationship
of partnership or joint venture or similar relationship or arrangement between
Landlord and Tenant hereunder.  ARTICLE 33  INABILITY TO PERFORM  This Lease and
the obligation of Tenant to pay rent or additional rent hereunder and perform
and comply with all of the other covenants and agreements hereunder on the part
of Tenant to be performed and complied with shall in no wise be affected,
impaired or excused because of Landlords delay or failure to perform or comply
with any of the covenants or provisions hereunder on the part ofLandlord to be performed or complied
with, nor because Landlord 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 or fixtures if Landlord is prevented or
delayed from so doing by reason of strike or labor troubles or any other cause
whatsoever beyond Landlords reasonable control including, but not limited to,
governmental preemption in connection with a national emergency 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 of supply and demand which
have been or are affected by war or other emergency provided that Landlord
shall in each instance exercise reasonable diligence to effect performance when
and as soon as possible.  ARTICLE 34  NO REPRESENTATIONS BY
LANDLORD  Landlord or Landlords
agents have made no representations or promises with respect to the Building,
the Land or the Demised 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.  ARTICLE 35  CONSENTS,
JUDICIAL DETERMINATION  35.01.Wherever
in this Lease it is provided that either party shall not unreasonably withhold
or delay consent or approval, such consent
or approval (hereinafter referred to  42


collectively
as consent) shall also not be unreasonably delayed. If a reply to a request
for consent expressly granting or denying such consent is not given, the
requested consent shall be deemed to have been denied.  35.02.A
determination by a court of competent jurisdiction in an action for declaratory
judgment or such other action or proceeding as may be appropriate under the circumstances
is herein referred to as a Judicial Determination.  35.03.Any
dispute between the parties hereto as to whether or not a matter or thing or
the conduct of one of the parties hereto has been, or is, reasonable or not unreasonable
as respects a matter covered by this Lease concerning which the word reasonable
or reasonably or not unreasonably is used in this Lease to describe such
matter, thing or conduct, shall be determined by Judicial Determination.  35.04.The
sole remedy to which either party shall be entitled as respects any dispute
which is to be resolved by Judicial Determination pursuant to this Article shall
be a judgment as to whether or not the matter, thing or conduct was not reasonable
as respects the subject matter of
such Judicial Determination. In no event shall either party hereto entitled to any
money damages by reason of any claim that the other party acted unreasonably as
respects any matter, thing or conduct with respect to which Judicial
Determination is provided for in this Article and each party specifically
waives the right to any such money damages or other remedies.  ARTICLE 36  SECURITY  36.01.Tenant
has deposited with Landlord the sum of $14,177.50 as security for the full and
faithful performance and observance of Tenant
of Tenants covenants and obligations under this Lease.  If Tenant defaults in the full and prompt
payment and performance of any of Tenants covenants and obligations under this
lease, including, but not limited to, the payment of fixed rent and additional
rent, Landlord may, but shall not be required to use, apply or retain the whole
or any part of the security so deposited and the interest accrued thereon, if
any, to the extent required for the payment of any fixed rent and additional
rent or any other sums as to which Tenant is in default or for any sum which
Landlord 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 reletting of
the Demised Premises, whether such damages or deficiency accrue before or after
summary proceedings or other re-entry by Landlord.  If Landlord shall so use, apply or retain the
whole or any part of the security or the interest accrued thereon, if any, Tenant
shall upon demand immediately deposit with Landlord a sum equal to the amount
so used, applied or retained, as security as aforesaid failing which Landlord
shall have the same rights and remedies as for the non-payment of fixed rent
beyond any applicable grace period. 
Except in connection with a permitted assignment of this Lease, Tenant
shall not assign or encumber or attempt to assign or encumber the security
deposited herein or any interest thereon to which Tenant is entitled, and
neither Landlord nor its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.  43


36.02.Landlord
shall deposit the security in an interest bearing account in a New York bank
and the interest earned thereon, less one
(1%) percent of the principal of the security deposit which Landlord may retain
as an administrative charge, shall be paid to Tenant annually, provided Tenant
is not then in default.  36.03.In
lieu of the cash security deposit provided for in Sections 36.01 and 36.02
hereof, Tenant may deliver to Landlord, and, shall, except as otherwise
provided herein, maintain in effect at all times during the term hereof, an irrevocable
letter of credit, in form and substance reasonably satisfactory to Landlord in
the amount of the required security deposit issued by a banking corporation
reasonably satisfactory to Landlord and having its principal place of business
or its duly licensed branch or agency in the State of New York.  Such
letter of credit shall have an expiration date no earlier than the first
anniversary of the date of issuance thereof and shall be automatically renewed
from year to year unless terminated by the issuer thereof by notice to Landlord
given not less than forty-five (45) days prior to the expiration thereof.  Except as otherwise provided herein, Tenant
shall, throughout the term of this Lease deliver to Landlord, in the event of
the termination of any such letter of credit, replacement letters of credit in lieu
thereof (each such letter of credit and such extensions or replacements
thereof, as the case may be, is hereinafter referred to as a Security Letter) no later than
forty-five (45) days prior to the expiration date of the preceding Security
Letter. The term of each such Security Letter shall be not less than one year
and shall be automatically renewable from year to year as aforesaid.  If Tenant shall fail to obtain any
replacement of a Security Letter within the time limits set forth in this Section 36.03,
Landlord may draw down the full amount of the existing Security Letter and
retain the same as security hereunder. 
To insure that Landlord may utilize the security represented by the Security
Letter in the manner, for the purpose, and to the extent provided in this Article 36,
each Security Letter shall provide that the full amount thereof may be drawn
down by Landlord upon the presentation to the issuing bank of Landlords draft
drawn on the issuing bank accompanied by a statement signed by an officer of
Landlord that Tenant is in default under the Lease or that Tenant has failed to
obtain a replacement of the Security Letter on a timely basis, as the case may
be.  36.04.In
the event Tenant defaults in respect to any of the terms, provisions, covenants
and conditions of this Lease, including, but not limited, the payment of rent
and additional rent, Landlord 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 such which Landlord may expend or may be required to expend by reason of
Tenants default in respect of any of the terms, provisions, covenants, and conditions
of this Lease, including but not limited to, any damages or deficiency accrued
before or after summary proceedings or other re-entry by Landlord.  36.05.In
the event that Tenant defaults in respect of any of the terms, provisions,
covenants and conditions of the Lease and Landlord utilizes all or any part of
the security but does not terminate this Lease as provide in Article 18
hereof, Landlord may, in addition to exercising its rights as provided in subsection 36.02,
retain the unapplied and unused balance of the principal amount of the security
for the faithful performance and observance by Tenant thereafter of the terms,
provisions, and conditions of this Lease, and may use, apply or retain the
whole or any part of said balance to the extent required for payment of rent,
additional rent, or any other sum as to which Tenant is in  44


default or for
any such which Landlord may expend or be required to expend by reason of Tenants
default in respect of any of the terms, covenants and conditions of this Lease.
 In the event Landlord applies or retains
any portion or all of the security delivered hereunder, Tenant shall forthwith
restore the amount so applied or retained so that at all times the amount
deposited shall be not less than the security required hereunder.  36.06.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 Landlord.  In the event of a sale of the Land and
Building or leasing of the Building, landlord shall have the right to transfer
any interest it may have in the security to the vendee or lessee and Landlord
shall thereupon be released by Tenant from all liability for the return of such
security, provide such vendee or lessee assumes any responsibilities of
Landlord with respect to such security, and Tenant agrees to look solely to the
new landlord 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 landlord.  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 Landlord nor
its successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.  ARTICLE 37  MISCELLANEOUS  37.01.Tenant
shall have eight (8) listings on the Buildings tenant directory. If the
capacity of said directory is expanded in the future, Tenant shall, to the extent practicable, be allowed to
use a pro rata share of such expanded capacity. Any name changes after Tenants
initial occupancy of the Demised Premises shall be at Tenants expense.  ARTICLE 38  ENVIRONMENTAL  38.01.Tenant
covenants and agrees with Landlord that:  (a)Tenant
will not suffer, cause or permit the treatment or disposal of Hazardous
Substances (or as hereinafter defined) in, at, on or under the Building, Land
or Demised Premises;  (b)Tenant
will not suffer, cause or permit the handling, use, processing or storage of
Hazardous Substances in, at, on or under the Building or Demised Premises,
except in accordance with proper housekeeping practices and in compliance with
all Environmental Laws;  (c)Tenant
shall comply with all Environmental Laws in connection with its occupancy or
use of the Demised Premises;  (d)Tenant
shall promptly notify Landlord in the event of the release, discharge, leak or
spill of any Hazardous Substance in, at, on or under the Building, Land or
Demised Premises; and  45


(e)Tenant
shall deliver promptly to Landlord (i) copies of any documents received from
the United States Environmental Protection Agency or any other federal, state,
county or municipal environmental, health or safety agency concerning Tenants
business or operations in or at the Building and Demised Premises, and (ii)
copies of any documents submitted by Tenant to the United States Environmental
Protection Agency or any other federal, state, county or municipal
environmental, health or safety agency concerning its business or operations in
or at the Building or Demised Premises.  38.02.The
Tenant agrees to indemnify, defend, and hold harmless Landlord from and against
any and all liabilities, including, but not limited to, all costs of
investigation, monitoring, legal representation, remedial response, removal, restoration
or permit acquisition, which may now or in the future be undertaken, suffered,
paid, awarded, assessed or otherwise incurred by Landlord or any other person
or entity as a result of the presence of, release of or threatened release of a
Hazardous Substance on, in, under or near the Demised Premises by Tenant, except
for such liability as shall be incurred as a result of the actions of Landlord.
The liability of the Tenant to the Landlord under the covenants of this Section 38.03
shall survive termination of this Lease regardless of the means of such termination.  38.03.(a)
Environment includes any and all of the following: any water, including but
not limited to, surface water, ground water, and water vapor, any land,
including land surface and subsurface, stream sediments, air, fish, wildlife, plants,
and all other natural resources and environmental media.  (b)Environmental
Laws means all federal, state and local environmental, land use, zoning,
health, chemical use, safety and sanitation laws, statutes, ordinances, regulations,
codes and rules relating to the protection of the Environment and/or governing
the use, storage, treatment, generation, transportation, processing, handling,
production or disposal of Hazardous Substances and the policies, guidelines,
procedures, interpretations, decisions, orders and directives of federal, state
and local governmental agencies and authorities with respect thereto.  (c)Hazardous
Substances means, without limitation, any explosive, radon, radioactive
material, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyl, petroleum and petroleum products, methane, hazardous material,
hazardous waste, hazardous or toxic substance and any other material defined as
a hazardous substance in Section 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601(14), or regulations adopted pursuant thereto.  Notwithstanding the foregoing, Hazardous
Materials shall not include any such materials which are used in the ordinary
course of Tenants business or the maintenance or repair of the Demised
Premises, provided all such materials are used, stored and disposed of in
accordance with applicable law, manufacturers specifications and industry
standards.  ARTICLE 39  SUITES 1601 AND 1611  39.01(a)  Landlord shall notify Tenant in writing (i)
when it has received written notice that Lee Gross the tenant of Suite 1601 in
the Building intends to vacate
said space (1601 Space) or (ii) when it serves written notice on Lee Gross
terminating its month-to-month tenancy or (iii) exercising any  46


any cancellation right held by Landlord, in
any future lease with Gross.  Landlord
agrees that if it enters into any future lease with Gross such lease shall, inter
alia, provide that Landlord has a right to cancel it on 90 days prior
notice.  Such notice to Tenant shall
include an offer by Landlord to rent the 1601 Space to Tenant at a rent which,
if such notice is given in the first two years of the term of this Lease shall
be at the rent stipulated in Section 3.01 hereof, and if at any time
thereafter, shall be at the rent equal to the then fair market rent for said
1601 Space, and for a term that is co-terminus with the unexpired term of the
Lease and otherwise on terms and conditions contained in Landlords then
customary form of lease.  Thereafter,
Tenant shall have 60 days from the date of such notice (as to which time period
time shall be of the essence) to accept or decline such offer in writing and if
Tenant declines such offer or it fails to timely respond Tenant shall have no
further rights with respect to the 1601 Space and Landlord shall be free to
rent to any other party on such terms and conditions as it deems advisable.  (b)  Upon 90 days prior written notice from
Tenant, Landlord will exercise any rights it may have to terminate the tenancy
or occupancy of Lee Gross as described in (ii) or (iii) of (a) this section 39.01,
as the case may be, provided that Tenant contemporaneously with, and as a
condition thereto, enters into a lease with Landlord for the 1601 Space
effective upon Gross vacating it, at its then fair market rent, for a term co-terminous
with the term of this Lease and otherwise on the terms and conditions of
Landlords then customary form of lease.  Tenant
acknowledges that Landlord will not have possession of the 1601 Space at the
time such lease is executed, and may not obtain the same for an extended period
of time. Tenant further acknowledges that in exercising its rights of
cancellation pursuant to Tenants notice, Landlord is not making any
representations or warranties as to when the 1601 Space will become vacant.  39.02(a)  Landlord shall notify Tenant in writing when
it intends to relocate the Building Superintendent from Suite 1611 in the
Building (1611 Space).  Such notice to
Tenant shall include an offer by Landlord to rent the 1611 Space to Tenant at a
rent which, if such notice is given in the first two years of the term of this
Lease, shall be at the rent stipulated in Section 3.01 hereof, and if at
any time thereafter, shall be at
the rent equal to the then fair market rent for the 1611 Space and for a term
co-terminus with the unexpired term of Lease and otherwise on terms and
conditions contained in Landlords then customary form of lease.  Thereafter, Tenant shall have 60 days from
the date of such notice (as to which time period time shall be of the essence)
to accept or decline such offer and if it declines such offer it fails to
timely respond Tenant shall have no further rights with respect to the 1611
Space and Landlord shall be free to rent to any other party on such terms and
conditions as it deems advisable.  (b)Upon
90 days prior written notice from Tenant, Landlord will exercise any rights it
may have to terminate the tenancy or occupancy of the Superintendent in the
1611 Space, provided that Tenant contemporaneously with, and as a condition
thereto, enters into a lease with Landlord for the 1611 Space effective upon
the Superintendent vacating it, at its then fair market rent, for a term
co-terminous with the term of this Lease and otherwise on the terms and
conditions of Landlords then customary form of lease.  Tenant
acknowledges that Landlord will not have actual possession of the 1611 Space at
the time the lease is executed, and may not obtain the same for an extended
period of time.  47


Tenant further
acknowledges that in exercising its rights to terminate the tenancy or occupancy
of the Superintendent pursuant to Tenants notice, Landlord is not making any
representations or warranties as to when the 1611 Space will become vacant.  ARTICLE 40  RELOCATION  40.01Landlord
shall have the right at any time during the term of this Lease on 90 days prior
written notice to Tenant, to relocate Tenant at Landlords expense from the
Demised Premises and/or Suites 1601 and 1611 (as the case may be) to space in
the Building comparable to the space Tenant then occupies but in no event below
the eighth floor.  As used herein, space
in the Building comparable to the space Tenant then occupies shall mean said
relocation space shall include but not be limited to, the following to the
extent it exists in the space Tenant is being moved from on the date of said
relocation: moving existing furniture and equipment, installation of telephone
and faxes, wiring for computers, carpeting and padding, blinds and window
treatments, fresh painting and, if needed, touch-up plastering and wall
papering, removal and relocation of built-in furniture, shelves and countertops
to the extent any exists at the time of relocation.  In addition, Landlord will reimburse Tenant
for new stationery not to exceed the sum of $700 and if at the time of said
relocation Tenant is occupying the entire 16th Floor, said relocation space
will be near the elevator provided Tenant at the time of relocation is the sole
tenant of the 16th floor.  48


IN WITNESS
WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as
of the day and year first above written.   Landlord:
  366 Madison, Inc.By:
  /s/ [ILLEGIBLE]Tenant:
  Silipos, Inc.By:
  /s/ Joel E. BickelName:
  Joel E. BickelTitle:
  Treasurer/CEOTenants Federal Identification No:133489934  49


EXHIBIT A  1.LANDLORDS WORK  The Demised
Premises shall be delivered to Tenant on the Commencement Date vacant, in broom
clean and otherwise as is condition, except that Landlord, at its own cost
and expense shall perform or cause to be performed the following work:  a.Renovation
of the common corridor in accordance with building standard.  b.Painting
of the bathrooms on the 16th floor and furnishing and installing new bulbs and
light fixtures and new blinds in said bathrooms.  c.Landlord
will replace the light bulbs in Suite 1607.  d.Landlord
will caulk and fix the windows in the Demised Premises to make operable and
will balance the air conditioning.  e.Repair
leaks in wall.  Landlord shall
not perform any work in the Demised Premises except as set forth above.  2.TENANTS WORK  Tenant at its
own cost and expense will timely alter, modify and construct the Demised
Premises in accordance with the Preliminary Plans initialed by the parties
hereto, dated 3/10/95 and in possession of Landlord (Tenants Work).  Tenants Work
should be performed in compliance with the Preliminary Plans described below,
if any, and in compliance with the provisions of this Lease including
specifically Article 5 and Article 6. 
Tenant may request Landlord or its contractor to construct Tenants
Work.  In the event Tenant shall elect to
hire an outside contractor, it shall bid the general contracting for such work
to two duly licensed contractors approved by Landlord, which approval should
not be unreasonably withheld, and shall request a similar proposal from
Landlords contractor.  In the event the
proposal by Landlords contractor shall be offered at a cost less than Tenants
contractor, Tenant shall utilize Landlords contractor for the construction of
Tenants Work in accordance with such proposal and the terms and conditions
herein.  3.LANDLORDS CONTRIBUTION  Provided that
Tenant is not in default hereunder, Landlord agrees to contribute to Tenant up
to the sum of $35,489 (Thirty-five thousand four hundred eighty-nine dollars),
hereinafter Landlords Contribution to be applied only towards Tenants
Work.  Any cost or expense in excess of
this amount shall be borne and paid for by Tenant.  (a)As
Landlords Contribution, Landlord will reimburse Tenant for sums actually
incurred by Tenant in connection with Tenants Work in respect of Tenants
initial occupancy (and not for any renovations or other substantial or material
work  50


after Tenant
first occupies the Premises for business), provided, however, that (i) such
reimbursement (hereinafter referred to as the Construction Reimbursement)
shall in no event exceed the lesser amount of (x) the aggregate cost and
expense actually incurred by Tenant in connection with Tenants Work, and (y)
$35,489 and (ii) Tenant is not, at the time of such reimbursement, in breach or
default (after notice and the expiration of any applicable cure period) under
any of the monetary or material non-monetary terms, covenants, provisions or
conditions of the Lease on its part to be observed, performed or complied with.  (b)The
Construction Reimbursement shall be made by Landlord in the following manner
and subject to the following conditions:  (i)Promptly
upon completion of a portion of Tenants Work, Tenant shall submit to Landlord:  (w)paid
contractors invoices for all work done and all supplies furnished in
connection with such Tenants Work; and  (x)a
detailed breakdown of the aggregate cost of all Tenants Work completed to
date; and  (ii)Not
more frequently than twice during each thirty (30) day period after the
commencement of Tenants Work, Tenant may submit to Landlord Tenants
application for reimbursement of the Construction Reimbursement with respect to
the portions of Tenants Work completed for the period prior to the submission
of Tenants application for which Landlord has not paid Tenant a Construction
Payment (as hereinafter defined), together with the items set forth in
subparagraph (i) hereof (each such application, together with the items set
forth in said subparagraph (i), being hereinafter referred to as a Monthly
Reimbursement Submission) and, within ten (10) business days (as defined in
the Lease) after Landlord receives a complete Monthly Reimbursement Submission,
Landlord shall pay to Tenant that portion of ninety (90%) percent of the
Construction Reimbursement reflected in such Monthly Reimbursement Submission
(a Construction Payment), until ninety (90%) percent of the Construction
Reimbursement has been paid.  The
remaining ten (10%) percent of the Construction Reimbursement shall be paid to
Tenant within fifteen (15) days after completion of the work. Notwithstanding
anything contained herein to the contrary, in no event shall Tenant or any of
its contractors be entitled to any payment pursuant to the terms of this
subdivision (ii) or any reduction in fixed rent, or credit against, or application
to, fixed rent, either (x) as long as Tenant shall then be in breach or default
(after notice and the expiration of any applicable cure  51


period) of any of the
monetary or material non-monetary terms, covenants and conditions of the Lease
on its part to observe, perform or comply with or (y) in excess of $35,489.00.  (c)All of Tenants Work shall be performed
subject to, and in accordance with, the terms, covenants, provisions and
conditions of the Lease, and nothing herein contained shall be construed as a
waiver by Landlord of its right to approve such work or a waiver of any of the
other terms, covenants, provisions or conditions of the Lease relating thereto.  (d)Landlords obligation to reimburse or pay the Construction Reimbursement
shall benefit only Tenant, and neither such obligation nor any other provision hereof
shall benefit any of Tenants contractors, subcontractors, laborers, suppliers
or materialmen, or any other person or entity, or entitle any of the foregoing
enforce any provision of this agreement against Landlord or any person or
entity claiming by, through or under Landlord, including, without limitation,
any of Landlords lenders.  4.PRELIMINARY PLANS  Initialed by Landlord and
Tenant dated 3/10/95 and in possession of Landlord.  52


EXHIBIT B  BASE BUILDING CLEANING
SPECIFICATIONS
SCOPE OF WORK  A.GENERAL OFFICE - NIGHTLY  1.All
composite or resilient flooring to be swept using approved dust-check type of
mop.  2.All
carpeting and rugs to be vacuum cleaned.  3.Hand
dust all work areas and wipe clean all furniture, fixtures and window sills,
doors, fire extinguisher, partitions, chairs, structural and built-in
furniture, ledges up to height of five feet, wash sills when necessary.  Papers and folders not to be moved.  4.Empty
and clean all waste receptacles and remove waste paper and waste materials to
designated area.  5.Dust
exterior of all waste disposal cans and baskets: damp-dust as necessary.  6.Wash
clean all water fountains and coolers.  GENERAL OFFICE - WEEKLY  7.Hand
dust all door and other ventilating louvers within reach, as necessary.  8.Dust
all vinyl or wood bases.  GENERAL OFFICE - MONTHLY  9.Dust
and vacuum all conditioning diffuses and return grills.  GENERAL OFFICE - QUARTERLY  10.Do
all high dusting which includes the following: all pictures, frames, charts,
inside of all door jams, graphs and similar wall hangings not reached in
nightly cleaning.  53


B.GENERAL BUILDING RESTROOM SERVICES PUBLIC * -
NIGHTLY  11.Sweep
and wash all lavatory floors using proper disinfectants.  12.Scour,
wash and disinfect all basins, bowls and urinals throughout all lavatories and
remove stains as required.  13.Wash
and disinfect all toilet seats.  14.Empty
paper towel receptacles and transport wastepaper to designated area.  Towels, toilet tissue and soap to be
restocked and supplied by Contractor.  15.Wash
and polish all mirror, dispensers, faucets, flushometers and brightwork with
non-scratch disinfectant cleaner.  Wipe
dry all sinks.  16.Empty
sanitary disposal receptacles.  17.Restock
all sanitary napkins and tampon dispensers from Contractors stock, as
required.  Supplies for and proceeds from
this service are the sole responsibility of the Janitorial Contractor. Maintenance
and repair of the machine shall be of the Owner.  GENERAL BUILDING RESTROOM
SERVICES PUBLIC - WEEKLY  18.Dust
all low reach areas.  GENERAL BUILDING RESTROOM
SERVICES PUBLIC - MONTHLY  19.Thoroughly
wash all wall tile, stall surfaces and counters.  GENERAL BUILDING RESTROOM
SERVICES PUBLIC - QUARTERLY  20.Dust
all high reach areas including, but not limited to, mirror tops, partition tops
and edges, air conditioning diffuses and return air grills.  
 * -Cleaning
solution must not contain chlorinated bleach or dyes.  WINDOW
CLEANING  SEMI ANNUALLY  A.Exterior Window Cleaning.  Clean all exterior windows inside and out.  54


EXHIBIT C  RULES AND REGULATIONS  I.Except
as contemplated in the Lease, Tenant shall not:  1.Obstruct,
encumber or use, or allow or permit any of its employees, agents, licensees or
invitees to congregate in or on, the sidewalks, driveways, entrances, passages,
courts, arcades, esplanade areas, plazas, elevators, vestibules, stairways,
corridors or halls of the Building, outside of the Demised Premises, or use any
of them for any purposes other than for ingress and egress to and from the
Demised Premises;  2.Attach
awnings or other projections to the outside walls of the Building or place
bottles, parcels or other articles, or lettering visible from the exterior, on
the windows, window sills or peripheral air conditioning enclosures;  3.Attach
to, hang on, or use in connection with, any exterior window or entrance door of
the Demised Premises, any blinds, shades or screens which are not of a quality,
type, design and color, or which are not attached in a manner, approved by Landlord;  4.Place
or leave any door mat or other floor covering in any area outside of the
Demised Premises;  5.Exhibit,
inscribe, paint or affix any sign, insignia, advertisement, object or other
lettering in or on any windows, doors, walls or part of the outside or inside
of the Building (exclusive of the inside of the Demised Premises), or in the
Demised Premises if visible from the outside, without Landlords approval,
except that the name(s) of Tenant and any permitted sublessee may be displayed
on the entrance doors of the premises occupied by each and/or in or on the
walls of the elevator lobby serving the Demised Premises, subject to Landlords
reasonable approval of the size, color and design of such display and, if
Landlord elects to perform such work, Tenant shall pay Landlord for the
performance of such work;  6.Cover
or obstruct the sashes, sash doors, skylights, windows and doors that reflect
or admit light and air into the halls, passageways or other public areas of the
Building;  7.Place
in, attach to, put in front of, or affix to any part of the exterior of, the
Building or any of its halls, doors, corridors or vestibules, outside of the
Demised Premises, any lettering, signs, decorations, showcases, displays,
display windows, packages, boxes or other articles;  8.Except
in the normal decoration of the interior of the Demised Premises, mark, paint,
drill into, or in any way deface, any part of the Building or the Demised
Premises or cut, bore or string wires therein (other than telephone, communications,
computer, office automation and other wiring required in connection with Tenants
business equipment);  9.Permit
or allow bicycles, vehicles or animals of any kind to be brought into or kept
in or about the Building or the Demised Premises;  55


10.Make,
permit or allow to be made, any unseemly or disturbing noises, whether by
musical instruments, recordings, radio, talking machines, television,
whistling, singing or in any other way, which might disturb other occupants in
the Building or those having business with them or impair or interfere with the
use or enjoyment by others of neighboring buildings or premises;  11.Bring
into or keep on any part of the Demised Premises or the Building any
inflammable, combustible, radioactive or explosive fluid, chemical or substance
other than as required in connection with normal use of Tenants equipment and
where safeguarded as required by law;  12.Place
upon any of the doors or windows in the Building any locks or bolts which shall
not be operable by the Grand Master Key for the Building, or make any changes
in locks or the mechanisms thereof which shall make such locks inoperable by
said Grand Master Key unless such change is approved by Landlord in which event
Tenant shall give Landlord duplicate keys for such locks or bolts;  13.Remove,
or carry into or out of the Demised Premises or the Building, any safes,
freight, furniture, packages, boxes, crates or any bulky or heavy objects
except during such hours and in such elevators as Landlord may reasonably
determine from time to time;  14.Use
any lighting in perimeter areas of the Building, other than that which is
standard for the Building or approved by Landlord, so as to permit uniformity
of appearance to those viewing the Building from the outside;  15.Engage
or pay any employees on the Demised Premises except those actually working for
the Tenant in the Demised Premises, or advertise for laborers giving the
Demised Premises as an address;  16.Obtain,
permit or allow in the Building the purchase, or acceptance for use in the
Demised Premises, by means of a service cart, vending machine or otherwise, of
any ice, drinking water, food, tobacco in any form, beverage, towel, barbering,
boot blackening, cleaning, floor polishing or other similar items or services
from any persons, except such vending machines at such places within the
Building and under such reasonable requirements as may be determined by
Landlord with respect to the furnishing of such items and services, provided
that same is provided solely for the use of Tenants employees and invitees and
not for resale and the charges for such items and services such persons are not
excessive;  17.Close
and leave the Demised Premises at any time without closing all operable windows
and, if requested by Landlord, turning out all lights;  18.Permit
entrance doors to the Demised Premises to be left open at any time or unlocked
when the Demised Premises are not in use;  19.Encourage
canvassing, soliciting or peddling in any part of the Building or permit or
allow the same in the Demised Premises;  56


20.Use, or permit or allow any of its employees, contractors,
suppliers or invitees to use, any space or part of the Building, including the
passenger elevators or public halls thereof, in the moving, delivery or receipt
of safes, freight, furniture, packages, boxes, crates, paper, office material
or any other matter or thing, any hand trucks, wagons or similar items which
are not equipped with such rubber tires, side guards and other safeguards which
shall have been approved by Landlord or use any such hand trucks, wagons or
similar items in any of the passenger elevators;  21.Cause or permit any food odors or any other unusual
or objectionable odors to exist in or emanate from the Demised Premises or
permit any cooking or preparation of food except in areas approved by Landlord
and in compliance with local ordinances;  22.Create or permit a public or private nuisance;  23.Throw or allow or permit to be thrown anything
out of the doors, windows or skylights or down the passageways of the Building;  24.Lay vinyl asbestos tile or other similar floor
covering so that the same shall come in direct contact with the floor or in a
manner or by means of such pastes or other adhesives which shall not have been
approved by the Landlord, it being understood that 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 which is
soluble in water, the use of cement or other similar adhesive material being
expressly prohibited;  25.Use, allow or permit the passenger elevators
to be used by Tenants working hands (persons in rough clothing handling
packages, cartons and shipments of material or mail) or persons carrying bulky
packages or by persons calling for or delivering mail or goods to or from the
Demised Premises, and Tenant shall cooperate with Landlord in enforcing this
Rule on those making deliveries to Tenant;  26.Request any of Landlords agents, employees or
contractors to perform any work, or do anything, outside of their regular
duties, unless previously approved by the Building manager;  27.Invite to the Demised Premises or the
Building, or permit the visit of, persons in such numbers or under such conditions
as unreasonably to interfere with the use and enjoyment of any of the plazas,
entrances, corridors, arcades, escalators, elevators or other facilities of the
Building by other occupants thereof;  28.Use, permit or allow the use of any fire exits
or stairways for any purpose other than emergency use except for use of
stairways between the floors of the Demised Premises for access purposes as
long as permitted by law;  57


29.Employ any firm, person or persons to move safes,
machines or other heavy objects into or out of the Building, without prior
approval of Landlord of such persons and the manner in which such items will be
moved, which approval shall not be unreasonably withheld;  30.Install or use any machines or machinery of
any kind whatsoever which may disturb any persons outside of the Demised
Premises; or  31.Use the water and wash closets or other
plumbing fixtures for any purpose other than those for which they were constructed,
and shall not allow or permit sweepings, rubbish, rags, or other solid
substances to be thrown therein.  II.Tenant shall:  1.Pay Landlord for any damages, costs or
expenses incurred by Landlord with respect to the breach of any of the Rules
and Regulations contained in or provided by this Lease by Tenant, or any of its
servants, agents, employees, licensees or invitees, or the misuse by Tenant, or
any of the aforesaid, of any fixture or part of the Demised Premises or the
Building and shall cause its servants, agents, employees, licensees and invitees
to comply with the Rules and Regulations contained in or provided for by this
Lease;  2.Upon the termination of this Lease, turn over
to Landlord all keys either furnished to, or otherwise procured by, Tenant with
respect to any locks used by Tenant in the Demised Premises or the Building
and, in the event of the loss of any such keys, pay to Landlord the cost of
procuring same;  3.Subject to the provisions of Article 28
hereof, refrain from, and immediately upon receipt of notice thereof, discontinue
any violation or breach of the Rules and Regulations contained in or provided
for by this Lease;  4.Request Landlord to furnish passes to persons whom
Tenant desires to have access to the Demised Premises during times other than
Business Hours and be responsible and liable to Landlord for all persons and
acts of such persons for whom Tenant requests such passes;  5.Furnish artificial light and electrical energy
(unless Landlord shall furnish electrical energy as a service included in the
Rent) at Tenants expense for the employees of Landlord or Landlords
contractors while doing janitorial or other cleaning services or while making
repairs or alterations in the Demised Premises;  6.Apply at the office of the Buildings manager with
respect to all matters and requirements of Tenant which require the attention
of Landlord, its agents or any of its employees;  7.Pay Landlord reasonable charges for the installation
and replacement of ceiling tiles removed for Tenant by telephone installers or
others in the Demised Premises and public corridors, if any; and  58


8.             Pay Landlords reasonable charges
for the hiring or providing of security guards during times when Tenant, or any
subtenant of Tenant, is moving into or out of portions of the Demised Premises
or when significant quantities of furniture or other materials are being
brought into or removed from the Demised Premises.  III. Landlord
shall:  1.Have
the right to inspect all freight objects or bulky matter (except printed
matter) brought into the Building other than through the separate entrances to
the Ground Floor and Lower Level and to exclude from the Building all objects
and matter which violate any of the Rules and Regulations contained in or
provided for by this Lease;  2.Have
the right to require any person leaving the Demised Premises with any package,
or other object or matter, to submit a pass, listing such package or object or
matter, from Tenant;  3In
no way be liable to Tenant or any other party for damages or loss arising from
the admission, exclusion or rejection of any person or any property to or from
the Demised Premises or the Building under the provisions of the Rules and
Regulations contained in or provided for by this Lease;  4.Have
no liability or responsibility for the protection of any of Tenants property
as a result of damage or the unauthorized removal of any such property
resulting wholly or in part from Landlords failure to enforce, in any
particular instance, or generally, any of Landlords rights;  5.Have
the right to require all persons entering or leaving the Building, during hours
other than Business Hours, to sign a register and may also exclude from the
Building, during such hours, all persons who do not present a pass to the
Building signed by Landlord;  6.Furnish
passes to persons for whom Tenant requests same;  7.Have
the right to control and operate the public portions of the Building and the
public facilities, as well as facilities furnished for the common use of other
occupants, of the Building; and  8.Have
the right to remove any violation of Paragraph I items 2, 3, 4, 5, 6, or 7 of
these Rules and Regulations without any right of Tenants to claim any liability
against Landlord, and have the right to impose a reasonable charge against
Tenant for removing any such violation or repairing any damages resulting
therefrom.  59


EXHIBIT D  The portion of
the Building demised exclusively to Tenant pursuant to this Lease is a portion
of the sixteenth floor consisting of 3,180 rentable square feet.  60


EXHIBIT E  STATEMENT
SPECIFYING COMMENCEMENT DATE  It is agreed
between the parties herein that, notwithstanding anything to the contrary
entered in the Lease, the actual Commencement Date of this Lease is                                                          ,
1995.   Landlord:
  366 Madison, Inc.By:Tenant:
  Silipos, Inc.By:  61


LEASE
MODIFICATION AND EXTENSION AGREEMENT  THIS AGREEMENT, dated as of November 1,
1995, between 366 MADISON, INC., a New York Corporation having an office c/o
The Galbreath Company, L.P., 437 Madison Avenue, New York, New York 10022, (Landlord),
and SILIPOS, INC., having an office at 366 Madison, New York, New York 10017 (Tenant).  W
I  T  N  E  S  S  E  T  H:  WHEREAS, Landlord and Tenant entered into a
lease dated as of April 25, 1995, ( the Lease), for premises located on
a portion of the 16th floor (Premises) of the building at 366 Madison Avenue,
New York, New York (Building); which Lease expires pursuant to its terms on June 30,
2000; and a photocopy of said Lease is annexed hereto and made a part hereof as
Exhibit 1; and  WHEREAS, Tenant is currently in possession of
the Premises pursuant to the Lease, wishes to lease additional space on the
16th floor of the Building, known as Suite 1611, (the 1611 Space) and wishes
to remain in occupancy of the Premises from and from and after the expiration
of the term of the Lease on the


same terms and conditions as set forth in the Lease, except as
otherwise provided herein; and  WHEREAS, Landlord and Tenant desire to amend
the Lease and extend the term thereof, both effective November 1, 1995.  NOW, THEREFORE, in consideration of the
mutual covenants contained in this Agreement, Landlord and Tenant, effective November 1,
1995, agree as follows:  1.Landlord
hereby demises and leases to Tenant, and Tenant hereby takes and hires from
Landlord the 1611 Space, as more particularly described in Exhibit 2 hereto,
for a term of five (5) years and two (2) months commencing November 1,
1995.  The term Demised Premises shall,
effective November 1, 1995, include the 1611 Space.  The date June 30, 2000 in Section 1.02
of the Lease is deleted and the date December 31, 2000 is inserted in
its place, so that the Lease Expirations Date shall be December 31, 2000,
or such earlier date upon which the term may expire or be terminated pursuant
to any of the conditions of limitation or other provision of the Lease or
pursuant to law.  2.Section 2.01(b)
of the Lease is hereby deleted and the following substituted in its place:  ERIF
(as defined in Article 23) shall mean $9,803.75.  2


3.Section 3.01(a) of the Lease is amended
to read as follows:  (a) an annual
fixed rent (hereinafter called the fixed rent) at the rate of  Period
  
  Per Annum
  
  Per Month11/1/95 -
  1/31/96
  
  $
  81,885.00
  
  $
  6,823.752/1/96 -
  6/30/97
  
  91,798.75
  
  7,649.907/1/97 -
  12/31/00
  
  95,363.75
  
  7,946.98  which fixed rent shall be
payable in equal monthly installments in advance on the first day of each and
every calendar month of the term of this Lease; plus  4.Section 4.01(e) of the Lease is deleted and the
following substituted in its place:  Tenants
Proportionate Share shall mean 3.73%;.  5.Section 4.01(i) of the Lease is deleted
and the following substituted in its place: 
Labor Factor shall mean 3565;.  6.Article 5 of the Lease is amended by
adding thereto the phrase and/or Tenants 1611 Space Work to the phrase Tenants
Work wherever the same shall appear therein. 
Landlord shall contribute up to $4,296.60 as Landlords Contribution for
Tenants 1611 Space Work provided Tenant shall otherwise comply with item 3 of
Lease Exhibit A.  3


7.The Security Deposit set forth in Article 36
of the Lease of $14,177.50 is hereby deleted and the sum of $15,893.96 is
inserted in its place.  8.Article 37 of the Lease is amended by
increasing Tenants listings on the Buildings tenant directory from eight (8)
to ten (10).  9.Section 39.01 of the Lease is amended by
changing the words first two years on line 12 thereof to first two and one half
(21/2) years.  10.Tenant covenants, represents and warrants
that Tenant has had no dealing or negotiations with any broker or agent other than
The Galbreath Company, L.P. (Broker) in connection with the consummation of
this Agreement.  Landlord shall pay
Broker its commission pursuant to a separate agreement.  Tenant shall pay, hold harmless, and
indemnify Landlord from and against any and all cost, expense (including
attorneys fees and disbursements incurred in establishing liability and in
collecting amounts payable hereunder), or liability for any commissions,
compensation, or charges claimed by any broker or agent (other than Broker)
with respect to this Agreement or its negotiation.  4


11.This
Agreement may not be changed or terminated
orally, but only by an agreement in writing signed by Landlord and Tenant.  12.This
Agreement is offered for signature by Tenant
and it is understood that this Agreement shall not be binding upon Landlord
unless and until Landlord shall have executed and delivered a fully executed
copy of this Agreement to Tenant.  13.Except
as specially modified by this Agreement, the
provisions of the Lease are confirmed and approved and shall continue in full
force and effect.  IN WITNESS WHEREOF, Landlord and Tenant haveexecuted this Agreement as of the day
and year first above written.  366 MADISON, INC.By:
  /s/ [ILLEGIBLE]SILIPOS, INC.By:
  /s/ Joel E. BickelName:
  Joel E. BickelTitle:
  PresidentTenants Federal I.D. #: 13-3489934  5


SECOND LEASE
MODIFICATION AND EXTENSION AGREEMENT  THIS AGREEMENT, dated as of December 16,
1997, between 366 MADISON, INC., a New York corporation having an office c/o
The Galbreath Company, L.P., 437 Madison Avenue, New York, New York 10022, (Landlord),
and SILIPOS, INC., having an office at 366 Madison Avenue, New York, New York
10017 (Tenant).  W
I  T  N  E  S  S  E  T  H:  WHEREAS,
Landlord and Tenant entered into a lease dated as ofApril 25, 1995 (the Original
Lease), and a Lease Modification and Extension Agreement dated as of November 1,
1995 (the First Modification) (the Original Lease, as modified and amended by
the First Modification, shall be referred to herein as the Existing Lease),
for premises, located on a portion of the 16th floor (the Existing Space) of
the building at 366 Madison Avenue, New York, New York (the Building); which
Existing Lease expires pursuant to its terms on December 31, 2000; and a
photocopy of said Existing Lease is annexed hereto and made a part hereof as
Exhibit 1; and  WHEREAS,
Tenant is currently in possession of the Existing Spacepursuant to the Exiting Lease, wishes
to lease the balance of the 16th floor of the Building, consisting of
approximately 1,463 rentable square feet (the Additional Space), and wishes
to remain in occupancy of the Existing Space from and after the expiration of
the term of the Existing Lease on the same terms and conditions as set forth in
the Existing Lease, except as otherwise provided herein; and  1


WHEREAS,
Landlord and Tenant desire to amend the Existing Lease and extend the term
thereof, both effective on the date Lee Gross or her successors and/or assigns
(Gross), the existing tenant of that portion of the Additional Space known as
Suite 1601 (the 1601 Space), surrenders possession of the 1601 Space (the Extension
Commencement Date), as evidenced by either (i) a court order or other document
requiring Gross to vacate the 1601 Space on a certain date, or (ii) a lease
surrender agreement or similar document executed by Gross and indicating the
date of such surrender (any of the documents set forth in (i) or (ii) above
shall be referred to as the Surrender Document).  NOW,
THEREFORE, in consideration of the mutual covenants contained in this
Agreement, Landlord and Tenant, effective on the Extension Commencement Date,
agree as follows:  1.The
foregoing WHEREAS recitals are incorporated into this Agreement by this
reference.  2.Landlord
hereby demises and leases to Tenant, and Tenant hereby takes and hires from
Landlord the Additional Space, as more particularly described in Exhibit 2
attached hereto and made a part hereof, for a term of ten (10) years commencing
on the Extension Commencement Date.  The
term Demised Premises shall, effective on the Extension Commencement Date,
include the Additional Space.  The term Lease
shall, effective on the Extension Commencement Date, mean the Existing Lease as
modified and extended by this Second Lease Modification and Extension Agreement.  The date December 31, 2000 in
Paragraph 1 of the First Modification, modifying Section 1.02 of the
Original Lease, effective on the Extension Commencement Date, is deleted and
the following is inserted in its place:  which
is the last day of the calendar month in which occurs the tenth (10th)
anniversary of the Extension Commencement Date, so that the Lease Expiration  2


Date shall be that date which is the last day
of the calendar month in which occurs the tenth (10th) anniversary of the
Extension Commencement Date, or such earlier date upon which the term may
expire or be terminated pursuant to any of the conditions of limitation or
other provision of the Lease or pursuant to law.  3.At
the request of either party, Landlord and Tenant shall execute a written
agreement confirming the Extension Commencement Date, but the failure of either
party to execute such written confirmation shall not affect the validity of the
Extension Commencement Date as evidenced by the Surrender Document.  4.Until
the Extension Commencement Date, the terms and provisions of the Existing
Lease, unmodified by this Agreement, shall remain in full force and effect.  5.Tenant
acknowledges that Landlord will not have possession of the 1601 Space at the
time this Agreement is executed, and may not obtain the same for an extended
period of time.   Tenant further
acknowledges that Landlord is not making any representations or warranties as
to when the 1601 Space will become vacant.  6.Notwithstanding
anything to the contrary contained herein, if Gross has not surrendered
possession of the 1601 Space by 11:59 pm on July 31, 1998 (the Cancellation
Date), then, at Tenants option, upon written notice delivered to Landlord on
or before September 30, 1998 (provided Gross has not theretofore surrendered
possession of the 1601 Space), this Agreement shall as of the Cancellation Date
be deemed null and void and without further force or effect.  In such event, the Additional Security (as
defined in Paragraph 14 hereof), and any interest earned thereon, shall be
returned to Tenant by Escrow Agent in accordance with the provisions of
Paragraph 14 hereof.  3


7.Paragraph
2 of the First Modification is deleted and the following substituted in its
place:  Section 2.01(b) of the Original
Lease is hereby deleted and the following substituted in its place:  ERIF (as defined in Article 23) shall
mean $13,827.00.  8.Paragraph
3 of the First Modification is deleted and the following substituted in its
place:  The introductory paragraph and
paragraph (a) of Section 3.01 of the Original Lease are amended to read as
follows:  3.01         Subject to Section 5.02,
the rent reserved under this Lease (hereafter called the rent), for the term
hereof, shall, with respect to that portion of the Demised Premises defined as
the Existing Space, commence on the Extension Commencement Date, and with
respect to that portion of the Demised Premises defined as the Additional
Space, commence sixty (60) days after substantial completion of Tenants Work
for which Tenant is receiving Landlords Contribution, as so set forth in
Exhibit A. Substantial completion shall be certified to by Tenants contractor,
but in all events rent as to the Additional Space shall commence 120 days from
the Extension Commencement Date.  The
aforesaid dates are hereinafter collectively called the Rent Commencement Date
and rent shall be and shall consist of:  (a) (i)  with respect to the Existing Space, an annual
fixed rent (hereinafter called the Existing Space Fixed Rent), including that
share of the ERIF allocated to the Existing Space, at the rate of  Period
  
  Per Annum
  
  Per MonthExtension
  Commencement Date12/31/00
  
  $
  95,363.75
  
  $
  7,946.981/1/0112/31/03
  
  $
  106,058.75
  
  $
  8,838.231/1/04Expiration
  Date
  
  $
  109,623.75
  
  $
  9,135.31  (ii)  with respect to the Additional Space, an
annual fixed rent (hereinafter called the Additional Space Fixed Rent),
including that share of the ERIF allocated to the Additional Space, at the rate
of  Period
  
  Per Annum
  
  Per MonthExtension
  Commencement Date12/31/00
  
  $
  40,598.25
  
  $
  3,383.191/1/0112/31/03
  
  $
  43,524.25
  
  $
  3,627.021/1/04Expiration
  Date
  
  $
  44,987.25
  
  $
  3,748.94  4


(the Existing
Space Fixed Rent and the Additional Space Fixed Rent shall hereinafter
collectively be referred to as the fixed rent) which fixed rent shall be
payable in equal monthly installments in advance on the first day of each and
every calendar month of the term of this Lease (except as stated below);
commencing on the Rent Commencement Date and each and every month thereafter;
plus.  9.Section 4.01(b) of the Original Lease is
deleted.  10.Section 4.01(c)
of the Original Lease is deleted and the following substituted in its place: Base
Tax shall mean the Taxes payable (as finally determined if contested) for
the 1998/99 fiscal tax year of The City of New York;.  11.Paragraph
4 of the First Modification is deleted and the following substituted in its
place:  Section 4.01(e) of the Original
Lease is deleted and the following substituted in its place:  Tenants Proportionate Share shall
mean 5.25%;.  12.Section 4.01(g)
of the Original Lease is deleted and the following substituted in its place: Base
Labor Rate shall mean the Labor Rate in effect on January 1, 1998;.  13.Paragraph
5 of the First Modification is deleted and the following substituted in its
place:  Section 4.01(i) of the Original
Lease is deleted and the following is substituted in its place: Labor
Factor shall mean 5028;.  14.The
Security Deposit set forth in Article 36of the Original
Lease, as modified by the First Modification, of $15,893.96 is hereby deleted
and the sum of $21,989.79 is inserted in its place.  Tenant shall pay to Landlords attorney (the Escrow
Agent) on the execution of this Agreement the sum of $6,095.83 as additional
security (the Additional Security) to be held in trust in a special,
interest-bearing account under the exclusive control of Escrow Agent, subject
to the provisions  5


of this paragraph 14.  On receipt by Escrow Agent of a statement or
statements executed by each of Landlord, its successors or assigns, and Tenant,
its successors or assigns, on or after the Extension Commencement Date, that
Gross has vacated the 1601 Space, Escrow Agent shall promptly deliver (i) the
Additional Security to Landlord and (ii) any interest earned on the Additional
Security to Tenant.  Notwithstanding
the foregoing, on receipt by Escrow Agent of a statement executed by one of the
parties herein (Landlord, Tenant or their successors or assigns) on or after
the Cancellation Date that this Agreement has become null and void, Escrow
Agent shall, within five (5) business days, deliver a copy of said statement to
the other party and return said Additional Security, and any interest earned thereon,
to Tenant on the tenth (10th) business day after receipt by Escrow Agent of
said statement unless Escrow Agent, prior to such return, receives from the
other party a statement contesting the accuracy of the requesting partys
statement and demanding retention of said Additional Security, and any interest
earned thereon, by Escrow Agent. On receipt of such a statement demanding
retention, Escrow Agent shall then release the Additional Security, and any
interest earned thereon, only on receipt of a statement executed by both
parties directing the release of the Additional Security, and any interest
earned thereon.  Notwithstanding
anything herein to the contrary, Escrow Agent may at any time and with notice
to the parties, surrender the Additional Security, and any interest earned
thereon, to a court of competent jurisdiction for such disposition as may be
directed by such court.  Upon delivery
of the Additional Security to either party, and any interest earned on the
Additional Security to Tenant, or  6


delivery of the Additional Security, and any
interest earned thereon, to a court of competent jurisdiction under and
pursuant to the provisions of this Paragraph 14, Escrow Agent shall be relieved
of all liability, responsibility or obligation with respect to, or arising out
of, the Additional Security, and any interest earned thereon, and any and all
of its obligations arising therefrom.  Escrow Agent,
in connection with its performance in such capacity, shall not be liable to
either party. In addition, it is agreed that any and all escrow deposits,
whether of the Additional Security hereunder or for any other purpose
thereafter paid hereunder to the Escrow Agent, are being made for the
accommodation of the parties hereto and Escrow Agent shall be deemed to be a
stakeholder only. In the event any litigation should arise between the parties
to this Agreement concerning any such escrow deposit, then the parties hereto
do severally and jointly agree to indemnify and save harmless Escrow Agent from
the payment of any costs or any other expense that may be involved in said
litigation. Escrow Agent may continue to represent the Landlord in connection
with any litigation.  Escrow Agent
shall not have any liability or obligation for loss of all or any portion of
the Additional Security, and any interest earned thereon, or any other escrow
deposit by reason of the insolvency or failure of the institution or depository
with which the escrow account is maintained. 
Landlord and Tenant agree that Escrow Agent shall not be responsible as
to the selection of the bank or trust company with which the escrow account is
maintained.  15.Article 37
of the Original Lease, as modified by the First Modification, is amended by
increasing Tenants listings on the Buildings tenant directory from ten (10)
to sixteen (16).  7


16.Article 39
of the Original Lease is deleted in its entirety.  17.The
last sentence of Section 6.05 (i) of Article 6 of the Original Lease
is deleted.  18.Exhibit
A of the Original Lease is modified as set forth below:  (a)Section 1
is deleted in its entirety and the following substituted in its place:  1.LANDLORDS WORK  The Additional
Space shall be delivered to Tenant on the Extension Commencement Date vacant,
in broom clean and otherwise as is condition, except that Landlord, at its
own cost and expense shall perform or cause to be performed the following work
in the Additional Space:  a.Make
all windows operable. b.Install
locks where necessary.  Landlord shall
not perform any work in the Demised Premises except as set forth above.  (b)The
words Demised Premises in the second line of the first paragraph of Section 2
are deleted and the following substituted in its place:  Additional Space.  (c)The
date 3/10/95 in the third line of the first paragraph of Section 2 is
deleted and the following substituted in its place:  11/26/97.  (d)The
language $35,489 (Thirty-five thousand four hundred eighty nine dollars)
beginning on the second line of the first paragraph of Section 3 is
deleted and the following substituted in its place:  $70,000 (Seventy Thousand Dollars).  (e)The
words of the Additional Space are inserted in the fourth line of Sub-section (a)
of Section 3 immediately following the word occupancy.  (f)The
word Demised is inserted in the sixth line of Sub-section (a) of Section 3
immediately before the word Premises.  (g)The
dollar amount of $35,489 in the twelfth line of Sub-section (a) of Section 3
is deleted and the following substituted in its place:  $70,000.  (h)The
dollar amount of $35,489.00 in the last line of Sub-section (b)(ii) of Section 3
is deleted and the following substituted in its place:  $70,000.00.  8


(i)The
word to is inserted in the seventh line of Sub-section (d) of Section 3
immediately before the word enforce.  (j)The
date 3/10/95 in Section 4 is deleted and the following substituted in
its place:  11/26/97.  (k)The
following Section 5 is added to Exhibit A of the Original Lease;  5.LANDLORDS
ARCHITECTURAL CONTRIBUTION  In addition to
Landlords Contribution as set forth in Section 3 of this Exhibit A,
provided that Tenant is not in default hereunder, Landlord agrees to contribute
to Tenant an amount (hereinafter Landlords Architectural Contribution) to be
applied only towards the architectural expenses actually incurred by Tenant in
connection with the Additional Space in respect of the architectural work
contemplated in the Preliminary Plans initialed by the parties hereto, dated
11/26/97 and in possession of Landlord (the Architectural Work) (and not for
any architectural work required as the result of renovations or other work not contemplated
in the aforesaid Preliminary Plans).  Any
cost or expense incurred for any architectural work required as the result of
renovations or other work not contemplated in the aforesaid Preliminary Plans
or as a result of any material or substantial change to the aforesaid
Preliminary Plans shall be borne and paid for by Tenant.  (a)As
Landlords Architectural Contribution, Landlord will pay for sums actually
incurred by Tenant in connection with the Architectural Work, provided,
however, that Tenant is not, at the time of such Landlords Architectural
Contribution, in breach or default (after notice and the expiration of any applicable
cure period) under any of the monetary or material non-monetary terms,
covenants, provisions or conditions of the Lease on its part to be observed, performed
or complied with.  (b)Subject
to the conditions hereof, the Landlords Architectural Contribution shall be
made by Landlord, after completion of Tenants Work, upon submission to Landlord
of invoices by the architect for the Architectural Work.  (c)Landlords
obligation to pay the Landlords Architectural Contribution shall benefit only
Tenant, and neither such obligation nor any other provision hereof shall
benefit any of Tenants contractors, subcontractors, laborers, suppliers or
materialmen, or any other person or entity, or entitle any of the foregoing to
enforce any provision of this agreement against Landlord or any person or
entity claiming by, through or under Landlord, including, without limitation,
any of Landlords lenders.  19.Tenant
covenants, represents and warrants that Tenant has had no dealing or
negotiations with any broker or agent other than The Galbreath Company, L.P. (Broker)
in connection with the consummation of this Agreement.  Landlord shall pay Broker its commission
pursuant to a separate agreement.  Tenant
shall  9


pay, hold harmless, and indemnify Landlord
from and against any and all cost, expense (including attorneys fees and
disbursements incurred in establishing liability and in collecting amounts
payable hereunder), or liability for any commissions, compensation, or charges
claimed by any broker or agent (other than Broker) with respect to this
Agreement or its negotiation.  20.This
Agreement may not be changed or terminated orally, but only by an agreement in
writing signed by Landlord and Tenant.  21.This
Agreement is offered for signature by Tenant and it is understood that this
Agreement shall not be binding upon Landlord unless and until Landlord shall
have executed and delivered a fully executed copy of this Agreement to Tenant.  22.Except
as specifically modified by this Agreement, the provisions of the Existing
Lease are confirmed and approved and shall continue in full force and effect.  IN WITNESS
WHEREOF, Landlord and Tenant have executed this Agreement as of the day and
year first above written.  366 MADISON, INC.By:
  /s/ [ILLEGIBLE]SILIPOS, INC.By:
  /s/ Joel E. BickelName: JOEL E. BICKELTitle: CHM/CEOTenants Federal I.D. #: 13-3489934  10