<PAGE>
                                                                   Exhibit 10.16

      AGREEMENT OF LEASE dated as of February 10, 2006 between TM PARK AVENUE
LLC, a New York Limited Liability Company having an office at 315 Park Avenue
South, New York, New York 10010 (hereinafter called "Landlord") and Epsilon
Interactive, LLC a Limited Liability Company organized under the laws of
Delaware, having offices at 315 Park Avenue South, 18th Floor, New York, NY
10010 (hereinafter called "Tenant").

                             W I T N E S S E T T H:

                                    ARTICLE 1

                       Premises, Term and Rent; Condition
                       of Premises; Landlord's Work; Etc.

            Section 1.0l. Landlord leases to Tenant, and Tenant hires from
Landlord, subject to any ground leases and/or underlying leases and/or mortgages
as hereinafter provided in Section 24.01, and upon and subject to the covenants,
agreements, terms, provisions and conditions of this lease, for the term
hereinafter stated, that portion of the building (hereinafter called the
"Building") known as 315 Park Avenue South, New York, New York, consisting of
the easterly portion of the nineteenth floor as set forth and designated as
"Epsilon Space" on the diagram marked Exhibit A, attached hereto which diagram
is an integral part of this lease (except for common areas, including, without
limitation, areas devoted to elevator shafts and conduits for mechanical
systems, which common areas Tenant shall have non-exclusive right to use with
other Building occupants). Such leased Premises, together with all fixtures,
equipment, installations and appurtenances which at the commencement of or
during the term of this lease are thereto attached (except items not deemed to
be included therein and removable by Tenant as provided in Article 4 of this
lease) are hereinafter called the "Premises". The plot of land on which the
Building is erected is hereinafter called the "Land". This agreement is called
the "Lease".

            Section 1.02. This lease shall commence on February 15th, 2006 (The
"Commencement Date") unless the Commencement Date is delayed as set forth herein
and shall expire, unless same shall sooner cease or be terminated as hereinafter
provided or pursuant to law, on August 31, 2008 (such term being hereinafter
referred to as the "Term").The actual Commencement Date shall be five (5) days
after the Landlord provides written notice to the Tenant that it has
substantially completed the Landlord's Work set forth in Section 27.22 and
described in Exhibit B to this lease. Substantially completed shall mean the
Landlord has completed its work according to the agreed upon specifications and
according to any applicable codes.

            Section 1.03. The rent reserved under this lease for the term shall
be a fixed annual rent (hereinafter called the "Fixed Rent") as follows:

               (a) At the annual rate of $420,000 per annum for the period from
and including February 15th , 2006 to and including August 31, 2008 and at such
rate to be paid in

<PAGE>

equal monthly installments of $35,000 each, in advance, on the first day of each
and every calendar month during the entirety of such period (plus such
Additional Rent and other charges as shall become due and payable hereunder).
The rent for the period February 15, 2006 through March 31, 2006 which is equal
to $52,500 shall be paid to Landlord upon execution of this lease. Should the
Commencement Date be a date later than the February 15, 2006 then the cost paid
under the preceding sentence shall be credited in part or whole, as the case may
be, to the following month's rent payment, which shall be adjusted according to
the actual Commencement Date.

            Section 1.04. Tenant agrees promptly to pay the Fixed Rent,
Additional Rent and other charges herein reserved as and when the same shall
become due and payable, without demand therefor, and without any set-off or
deduction whatsoever except as expressly provided in the Lease and to keep,
observe and perform, and to permit no violation of, each and every of the
covenants, agreements, terms, provisions and conditions herein contained on the
part and on behalf of Tenant to be kept, observed and performed. Any rental
payment that is due under this Lease shall, if not received by Landlord by the
tenth day of the month bear five (5%) percent surcharge for the late payment.

            Section 1.05. Additional Rent shall mean all charges owed pursuant
to Sections 16.02, 16.04, 19.01, 21.04, 23.02, 23.03 and 23.04 and such other
Sections of similar purport.

            Section 1.06. If, by reason of any of the provisions of this lease,
the term hereof expires on any date other than the last day of a calendar month
(except if the term terminates by reason of Tenant's default hereunder), the
Fixed Rent and Additional Rent for such calendar month shall be equitably
prorated. If the Commencement day of the Lease is any day other than the first
of a calendar month, the Fixed and Additional Rent for that first month shall be
equitably prorated.

            Section 1.07. For all purposes hereof, it is agreed between the
Landlord and the Tenant that the Premises consists of 12,000 square feet.

            Section 1.08. Tenant agrees to accept possession of the Premises in
its "as is" physical condition and state of repair, upon substantial completion
of the Landlord's Work as set forth in Section 27.22 and described in Exhibit B.

                                    ARTICLE 2

                  Rent after lease expiration; Security Deposit

            Section 2.01. If Tenant holds over beyond the Term, Tenant shall pay
Landlord as use and occupancy, during the period that Tenant holds over an
amount equal the sum

                                     - 2 -
<PAGE>

of one hundred fifty (150%) percent of the Fixed and one hundred (100%) percent
of the Additional Rent.

            Section 2.02. (a) Tenant shall deposit with Landlord upon the
execution of this Lease $35,000 as security for its obligations under this
lease.

                                    ARTICLE 3

                                 Use of Premises

            Section 3.01. The Premises shall be used and occupied for executive
and general offices, by and for Tenant, or affiliate of Tenant and by and for
permitted assignees, subtenants and licensees and uses ancillary thereto in
connection with Tenants' business and for no other purpose. Tenant agrees that
it shall not use the Premises or any part thereof, or suffer or permit the
Premises or any part thereof to be used, for any purposes other than as set
forth in the first sentence of this Section 3.01.

            Section 3.02. Tenant agrees that it shall not use or suffer or
permit the use of the Premises or any part thereof in any way which would
violate any of the covenants, agreements, terms, provisions and conditions of
this lease or for any unlawful purposes or in any unlawful manner and Tenant
shall not suffer or permit the Premises or any part thereof to be used in any
manner or anything to be done therein or anything to be brought into or kept
therein which, in the reasonable judgment of Landlord, would in any way impair
or unreasonably interfere with any of the Building systems or the proper and
economic heating, cleaning, air conditioning or other similar servicing of the
Building or the Premises (to the extent that same or any of same are to be
furnished to the Premises), or impair or unreasonably interfere with the use of
any of the other areas of the Building by, or occasion discomfort, inconvenience
or annoyance to, any of the other tenants or occupants of the Building.

            Section 3.03. If any governmental license or permit shall be
required for the proper and lawful conduct of Tenant's business or other
activity carried on in the Premises, and if the failure to secure such license
or permit might or would, in any way, affect Landlord, then Tenant at Tenant's
sole cost and expense, shall duly procure the same and make the same available
to inspection by Landlord. Tenant, at Tenant's sole cost and expense, shall at
all times, comply with the requirements of each such license or permit.
Notwithstanding anything in this lease to the contrary, Tenant shall not have
any obligation to secure, or pay for, any license or permit for work which
Landlord is responsible to perform in or about the Premises or the Building.

            Section 3.04 Landlord represents that the Certificate of Occupancy
allows for use of the Premises as general offices.

                                     - 3 -
<PAGE>

                                    ARTICLE 4

                     Appurtenances, Etc., Not to be Removed

            Section 4.01. All fixtures, equipment, installations and
appurtenances attached to or built into the Premises (hereinafter severally and
collectively called, in this Section 4.01, "Appurtenances" other than trade
fixtures and equipment) at the commencement of or during the term, whether or
not furnished or installed at the expense of Tenant or by Tenant, shall be and
remain part of the Premises and be deemed the property of Landlord and shall not
be removed by Tenant, except as otherwise expressly provided in this lease.
Without limiting the generality of the next preceding sentence, all electric,
plumbing, heating, sprinkler, dumbwaiter and elevator systems, fixtures and
outlets, venetian blinds, partitions, railings, gates, doors, stairs, paneling,
cupboards (whether or not recessed in paneling), molding, shelving, radiator
enclosures, cork, rubber, tile and composition floors, and ventilating,
silencing, air conditioning and cooling equipment shall be deemed to be
Appurtenances, whether or not attached to or built into the Premises. Anything
hereinbefore in this Article 4 contained to the contrary notwithstanding, any
Appurtenances furnished and installed in any part of the Premises (whether or
not attached thereto or built therein) at the sole cost and expense of Tenant
may be removed from the Building by Tenant prior to the expiration of the term
hereof. Tenant shall repair and restore, in a good and workmanlike manner,
substantially to its condition prior to the furnishing or installation of any
such Appurtenances any damages to the Premises or the Building caused by such
removal. If any Appurtenance which as aforesaid may be removed from the Building
by Tenant is not removed by Tenant from the Building within the time above
specified therefor, deemed that the same has been abandoned by Tenant to
Landlord. Tenant shall not be responsible to remove any Appurtenances which it
has notified the Landlord in writing prior to vacating the Premises that it is
abandoning.

            Section 4.02. All the perimeter walls of the Premises, any
balconies, terraces or roofs adjacent to the Premises, and any space in and/or
adjacent to the Premises presently used for shafts, stairways, stacks, pipes,
vertical conveyors, mail chutes, pneumatic tubes, conduits, ducts, electric or
other utilities, rooms containing elevator or air conditioning machinery and
equipment, sinks, or other Building facilities, and the use thereof, as well as
reasonable access thereto through the Premises for the purpose of such use and
the operation, improvement, replacement, addition, repair, maintenance and/or
decoration thereof, are expressly reserved to Landlord; provided, however, that
Tenant may decorate the interior sides of the perimeter walls of the Premises.

                                     - 4 -
<PAGE>

                                    ARTICLE 5

                                Various Covenants

            Section 5.01. Tenant represents, warrants and covenants that Tenant
will:

               (a) Subject to the provisions of Articles 6, 7 and 8 of this
lease, take good care of the Premises, and, at Tenant's sole cost and expense,
(i) make all interior non-structural repairs (other than repairs occasioned by
acts of Landlord, its agents, servants or employees, tenants or other occupants
of the building) thereto as may be required to keep the Premises in good order
and condition, and (ii) pay to Landlord the expense of making good any injury,
damage or breakage to the Premises done by or on behalf of Tenant at the
expiration of the Lease except if required by municipal law or regulation to be
repaired at an earlier date.

               (b) Faithfully observe and comply with the rules and regulations
annexed hereto and such additional reasonable rules and regulations of general
applicability to the Building as Landlord hereafter at any time or from time to
time may make and may communicate in writing to Tenant, provided, however, that
(i) in the case of any conflict between the provisions of this lease and any
such rule or regulation, the provisions of this lease shall control, (ii)
nothing contained in this lease shall be construed to impose upon Landlord any
duty or obligation to enforce the rules and regulations or the terms, covenants
or conditions in any other lease as against any other tenant.

               (c) Permit Landlord and any mortgagee of the Building and/or the
Land or of the interest of Landlord therein and any lessor under any ground or
underlying lease, and their representatives, to enter the Premises at all
reasonable hours, using best efforts to give Tenant 24-hours' notice, for the
purposes of inspection, or of making necessary or required repairs, replacements
or improvements in or to the Building or equipment, or of making repairs in or
to the Premises, or of complying with all laws, orders and requirements of
governmental or other authority or of exercising any right reserved to Landlord
by this lease (including the right during the progress of such repairs,
replacements or improvements or while performing work and furnishing materials
in connection with compliance with any such laws, orders or requirements, to
keep and store within the Premises all necessary materials, tools and equipment
to the extent necessary and that no responsible alternate space is available to
Landlord. Performance of such work shall be done in a manner which attempts to
minimize disruption to Tenant's business in and access to the Premises).

                                     - 5 -
<PAGE>

               (d) Make no claim against Landlord or any lessor under any ground
or underlying lease for any loss of or damage to any property of Tenant or
others by theft or any injury or damage to Tenant or other 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 sub-surface or from any
other place or by dampness or by any other cause of whatsoever nature, or any
such damage caused by other tenants or persons in the Building or caused by
construction of any private work unless caused by or due to the willful acts or
omissions or the negligence of Landlord, its agents, servants, or employees or
contractors. No property other than such as might normally be brought upon or
kept in the Premises as an incident to the reasonable use of the Premises for
the purposes specified in this lease shall be brought upon or kept in the
Premises.

               (e) Make no alterations, decorations, installations, repairs,
additions, improvements or replacements (hereinafter collectively called "Tenant
Changes") in, to or about the Premises except as provided in this clause (e):

                  (i) No Tenant's Changes costing more than $50,000.00 shall be
made without Landlord's prior consent, and then only by contractors or mechanics
approved by Landlord, such consent and approval to changes and contractors not
to be unreasonably conditioned withheld or delayed. All contractors or
mechanics, no matter the amount of the contract, shall provide the Landlord,
prior to commencing work, with a copy of their worker's compensation certificate
and their liability insurance policy naming the Landlord as an insured.

                  (ii) Tenant's Changes shall be done at Tenant's sole cost and
expense and at such times, and in such manner so as to not unreasonably
discomfort, inconvenience or annoy Landlord or any other tenant of the Building
(it being acknowledged that the performance of Tenant's Changes may involve some
such discomfort, inconvenience or annoyance);

                  (iii) Prior to the commencement of any Tenant's Change
expected to cost more than $50,000.00, Tenant shall notify Landlord that it
intends to undertake Tenant's Changes and shall generally describe to Landlord
the nature of any such proposed Tenant's Changes, including Tenant's reasonably
estimated cost therefor; within 10 days after any such notice, Landlord shall
advise Tenant whether or not it shall require the submission of plans and
specifications therefor, for Landlord's approval; if Landlord advises Tenant
within such time that it shall not require such submission or if Landlord fails
to advise Tenant within such time whether or not it shall require such
submission, such submission shall not be required; if Landlord advises Tenant
within such time that such submission shall be required, then prior to the
commencement of such proposed Tenant's Changes, Tenant shall submit to Landlord,
for Landlord's approval, plans

                                     - 6 -
<PAGE>

and specifications (to be prepared by and at the sole cost and expense of
Tenant) of such proposed Tenant's Changes in detail reasonably satisfactory to
Landlord; and in any case in which Landlord requires the submission of any such
plans and specifications, (A) the proposed Tenant's Changes provided for in such
plans and specifications shall not be undertaken until Landlord has approved
same, and such proposed Tenant's Changes shall not be continued pursuant to
amendments or additions to such plans and specifications until Landlord has
approved such amendments or additions, and (B) Landlord's approval shall be
deemed given if Landlord has not given Tenant notice of objection to such plans
and specifications, or to such amendments or additions, as the case may be,
within fifteen (15) days after same, respectively, have been submitted to
Landlord, such notice of objection to specify in reasonable detail the nature
thereof;

                  (iv) In no event shall any material or equipment (except for
communication, word processing and computer equipment or any other equipment
used in Tenant's normal operations) be incorporated in or to the Premises in
connection with any such Tenant's Changes which is subject to any lien, security
agreement, charge, mortgage or other encumbrance of any kind whatsoever or is
subject to any conditional sale or other similar or dissimilar title retention
agreement;

                  (v) Any mechanic's lien filed against the Premises or the
Building for work done for, or claimed to have been done for, or materials
furnished to, or claimed to have been furnished to, Tenant shall be discharged
by Tenant within 30 days after Tenant receives notice of the same, at Tenant's
expense, by filing the bond required by law or otherwise; and

                  (vi) All Tenant's Changes shall at all times comply with (A)
laws, rules, orders and regulations of governmental authorities having
jurisdiction thereof, (B) reasonable rules and regulations of Landlord, and (C)
to the extent required by Section 5.01(e), plans and specifications as
aforesaid, or amendments or additions thereto as aforesaid, approved or deemed
approved by Landlord.

               (f) Not violate, or permit the violation of, any condition
imposed by the standard fire insurance policy issued for office buildings in the
County or the City of New York and not to do anything or permit anything to be
done, or keep anything or permit anything to be kept, in the Premises, which
would increase the fire or other casualty insurance rate on the Building or the
property therein, or which would result in insurance companies of good standing
refusing to insure the Building or any such property in amounts and against
risks as reasonably determined by Landlord. If by reason of failure of Tenant to
comply with the provisions of this paragraph including but not limited to, the
use to which Tenant puts the Premises, the fire insurance rate shall at the
beginning of this lease or any time thereafter be higher than it otherwise would
be, then Tenant shall reimburse Landlord, as Additional Rent hereunder, for that
part of all fire insurance premiums thereafter paid by Landlord which shall have
been charged solely because of such failure or use by Tenant, and shall make
such reimbursement upon the first day of the month following such outlay by
Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a
schedule or "make up" rate for the Building or the Premises issued by an
organization

                                     - 7 -
<PAGE>

making fire insurance rates for the Premises, shall be conclusive evidence of
charges in the fire insurance rate then applicable to the Premises.

               (g) Permit Landlord, at reasonable times and upon one day's prior
notice, to show the Premises to any lessor under any ground or underlying lease,
or any lessee or mortgagee, or any prospective purchaser, lessee, mortgagee, or
assignee of any mortgage of the Building and/or the land upon which the Building
is situate or of Landlord's interest therein, and their representatives, and
during the period of nine months next preceding the date of expiration of the
term thereof with respect to any part of the Premises similarly show any part of
the Premises, at reasonable times, to any person contemplating the leasing of
all or a portion of the same. Landlord will use best efforts not to disrupt the
business activities of the Tenant during such showings.

               (h) At the end of the term, quit and surrender to Landlord the
Premises broom-clean and in good order and condition, reasonable wear and tear,
obsolescence and damage by the elements excepted, and Tenant shall remove all of
its personal property, except as may be otherwise provided in Article 4 hereof.
Any personal property which shall remain in the Premises after the expiration or
termination of the term of this lease shall be deemed to have been abandoned,
and either may be retained by Landlord as its property or may be disposed of in
such manner as Landlord may see fit; provided, however, that, notwithstanding
the foregoing, Tenant will, upon request of Landlord made not later than 30 days
prior to the expiration or not later than the day before any termination of the
term hereof, promptly remove from the Building any such personal property at
Tenant's own cost and expense.

               (i) At any time and from time to time, but not more than twice
per year, upon not less than fifteen (15) days' prior notice by Landlord to
Tenant, execute, acknowledge and deliver to Landlord, or to anyone Landlord
shall designate, a statement of Tenant (or if Tenant is a corporation, an
appropriate officer of Tenant) in writing certifying that this lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect and modified and stating the
modifications), specifying the dates to which the Fixed Rent, Additional Rent
and other charges have been paid in advance, if any, and stating whether or not
to the best knowledge of the signer of such certificate Landlord is in default
in performance of any provision of this lease and, if so, specifying each such
default of which the signer may have knowledge, it being intended that any such
statement so delivered may be relied upon by any lessor under any ground or
underlying lease, or any lessee or mortgagee, or any prospective purchaser,
lessee, mortgagee, or assignee of any mortgage, of the Building and/or the Land
or Landlord's interest therein.

               (j) Not move any safe, heavy machinery, heavy equipment, bulky
matter or fixtures into or out of the Building without Landlord's prior consent,
which shall not be unreasonably withheld or delayed. If such safe, machinery,
equipment, freight of bulky matter or fixtures require special handling, Tenant
agrees to employ only persons holding a Master Rigger's License to do said work,
and that all work in connection therewith shall comply with the applicable

                                     - 8 -
<PAGE>

laws, orders and regulations of all governmental authorities having or asserting
jurisdiction over the Premises or the Building. Notwithstanding the consent of
Landlord and subject to the terms of Sections 8.03 and 8.04. Tenant shall
indemnify Landlord for, and hold Landlord harmless and free from, damages
sustained by persons or property and for any damages or monies paid out by
Landlord in settlement of any claims or judgments, as well as for all reasonable
costs and expenses and reasonable attorneys' fees incurred in connection with
Tenant's moving such heavy equipment, and occasioned by the acts of Tenant, its
agents, servants, employees, contractors, visitors or invitees and all costs
reasonably incurred in repairing any such damage to the Building or
appurtenances.

               (k) Unless attributable to the negligence or misconduct of
Landlord, its officers, directors, agents and employees. Indemnify, and save
harmless, Landlord and any mortgagee and any lessor under any ground or
underlying lease, and their respective officers, directors, agents and
employees, from and against any and all liability (statutory or otherwise),
claims, actions, suits, demands, damages, judgments, costs, interest and
expenses of any kind or nature of anyone whomsoever (including, but not limited
to, reasonable counsel fees and disbursements incurred in the defense of any
action or proceeding), to which they may be subject or which they may suffer by
reason of, or by reason of any claim for, any injury to, or death of, any person
or persons or damage to property (including any loss of use thereof) arising
from or in connection with the use of the Premises or from any work,
installation or thing whatsoever done, by Tenant, its employees, contractors,
agents, visitors, invitees, subtenants or licensees in the Premises during the
term of this lease or arising from any condition of the Premises due to or
resulting from any default by Tenant in the performance of Tenant's obligations
under this lease or from any act, omission, or negligence of Tenant or any of
Tenant's officers, directors, agents, contractors, employees, subtenants,
licensees or invitees.

               (l) Not clean, nor require, permit, suffer or allow any window in
the Premises to be cleaned, in violation of Section 202 of the Labor Law.

                                    ARTICLE 6

            Changes or Alterations by Landlord; Condition of Premises


            Section 6.01. Landlord reserves the right to make such changes,
alterations, additions, improvements, repairs or replacements in or to the
Building and the fixtures and equipment thereof, as well as in or to the street
entrances, halls, passages, elevators, escalators, stairways and other parts
thereof, all as Landlord may reasonably deem necessary or desirable providing
there shall be no substantial diminution of building services to the Premises or
of ingress or egress to and from the Premises. Landlord reserves the right to
erect, maintain and use pipes, ducts and conduits in and through the Premises,
all as Landlord may reasonably deem necessary or desirable. Any such changes or
the like referred to in the two immediately preceding sentences shall not
unreasonably interfere with Tenant's use or occupancy of the Premises, or
materially reduce the usable area of the Premises, (beyond 1% of the Premises)
any damage to the Premises resulting in the course of any such work shall be
corrected promptly at the sole cost and expense of Landlord to the extent such
correction is not inconsistent with the change or the like, and, with respect to
the

                                     - 9 -
<PAGE>

installation of pipes, ducts and conduits, same shall be concealed behind,
beneath or within partitioning, columns, ceilings or floors, to the maximum
extent possible, or completely furred at points immediately adjacent to any such
partitioning, columns or ceilings, and same shall not materially reduce the
usable area of the Premises. (beyond one (1%) percent of the Premises) Nothing
contained in this Article 6 shall relieve Tenant of any duty, obligation or
liability of Tenant under this Lease with respect to making any repair,
replacement or improvement or complying with any law, order or requirement of
any governmental or other authority.

            Section 6.02 The Landlord will deliver the Premises to the Tenant
vacant and free of tenancies on the Commencement Date. If Landlord fails to
deliver Premises to Tenant by April 1, 2006, Tenant shall have the right to
terminate this lease by written notice which shall be given no later than April
10, 2006 and upon receipt of such notice, Landlord shall refund to Tenant all
sums paid to Landlord under this lease.

            Section 6.03. Landlord reserves the right to name the Building and
to change the name or address of the Building at any time and from time to
time..

                                    ARTICLE 7

                             [Intentionally Omitted]

                                    ARTICLE 8

                              Damage by Fire, Etc.

            Section 8.01. If any part of the Premises shall be damaged by fire
or other casualty, Tenant shall give prompt notice thereof to Landlord and
Landlord shall proceed with reasonable diligence, and in a manner consistent
with the provisions of any ground or underlying lease and any mortgage affecting
the same or the Land and/or the Building or Landlord's interest therein, to
repair such damage, and if any part of the Premises shall be rendered
untenantable by reason of such damage, during the period that the Premises shall
be rendered untenantable by reason of such damage, the Fixed Rent and Additional
Rent payable hereunder shall be abated proportionately for the period from the
date of such damage to the date when the Premises or the damaged portion thereof
shall have been made tenantable and Tenant has been given notice at least ten
(10) days prior or to such earlier date upon which the full term of this lease
shall expire or terminate, unless such fire or other casualty resulted from the
negligence of Tenant or the employees, licensees or invitees of Tenant. Landlord
shall not be liable for any inconvenience or annoyance to Tenant or injury to
the business of Tenant resulting in any way from such damage or the repair
thereof, unless such inconvenience, annoyance or injury is occasioned by the
acts or

                                     - 10 -
<PAGE>

omissions of Landlord, its agents, servants, employees, contractors, visitors or
invitees. Tenant understands that Landlord will not carry insurance of any kind
on Tenant's Property, which term, as used herein, means, Tenant's goods,
furniture or furnishings or any fixtures, equipment, improvements, installations
or appurtenances removable by Tenant as provided in this lease, and that
Landlord shall not be obligated to repair any damage thereto or replace the
same. In the event that Tenant cannot move back into at least eighty (80%)
percent of its space within 60 days, which period may be extended for another 60
days as required by municipal agencies, Tenant may terminate this lease unless
Landlord has provided other space in the Building for Tenant to occupy
comparable in building size and quality. Landlord shall within ten (10) days of
casualty notify Tenant of estimated time to restore Premises, if it will take
more than ninety (90) days to restore or if damage occurs in the last year of
the Lease term, Tenant may terminate Lease.

            Section 8.02. Anything contained in Section 8.01 to the contrary
notwithstanding, if substantial alteration or reconstruction of the Building
(i.e. any alteration or reconstruction costing ten (10%) percent of the then
value of the Building) shall, in the reasonable opinion of Landlord, be required
as a result of damage by fire or other casualty, then this lease and the term
and estate hereby granted may be terminated by Landlord by its giving to Tenant,
within 30 days after the date of such damage, notice specifying a date, not less
than 90 days after the giving of such notice, for such termination. In the event
of the giving of such notice of termination, this lease and the term and estate
hereby granted shall expire as of the date specified therefor in such notice
with the same effect as if such date were the date hereinbefore specified for
the expiration of the full term of this lease, and the Fixed Rent and Additional
Rent payable hereunder shall be apportioned as of such date of termination,
subject to abatement, if any, as and to the extent provided in Section 8.01
hereof. At such time of termination Landlord will return any portion of Tenant's
Security Deposit minus reasonable reserves for Additional Rent that has not been
previously applied to Tenant's obligations under the Lease.

            Section 8.03. Each party agrees to endeavor to have included in each
of its fire insurance policies (insuring the Building and Landlord's property
therein, in the case of Landlord, and insuring Tenant's property in the
Premises, in the case of Tenant, against loss, damage or destruction by fire or
other casualty therein covered) a waiver of the insurer's right of subrogation
against the other party, or, if such waiver should be unobtainable or
unenforceable, (a) an express agreement that such policy shall not be
invalidated if the assured waives, before the casualty, the right of recovery
against any party responsible for a casualty covered by the policy or (b) if,
any other form of permission shall not be, or shall cease to be, obtainable (i)
without additional charge or (ii) at all, the insured party shall so notify the
other party promptly after learning thereof. In the first such case, if the
other party shall so elect and shall pay the insurer's additional charge
therefor, such waiver, agreement or permission shall be included in the policy.

            Section 8.04. Each party hereby releases the other party with
respect to any claim (including a claim for negligence) which it might otherwise
have against the other party for loss, damage or destruction with respect to its
property occurring during the term of this lease to the extent to which it is
insured for such loss, damage or destruction under a policy or policies
containing a waiver of subrogation or permission to release liability, as
provided in Section 8.03

                                     - 11 -
<PAGE>

hereof. If, notwithstanding the recovery of insurance proceeds by either party
for such loss, damage or destruction of its property, the other party is liable
to the first party with respect thereto or is obligated under this lease to make
replacement, repair or restoration or payment, then (provided the first party's
right of full recovery under its insurance policies is not thereby prejudiced or
otherwise adversely affected) the amount of the net proceeds of the first
party's insurance against such loss, damage or destruction shall be offset
against the second party's liability to the first party thereof, or shall be
made available to the second party to pay for replacement, repair or
restoration, as the case may be. Nothing contained in this Section 8.04 shall
relieve either party of any duty imposed elsewhere in this lease to repair,
restore or rebuild or to nullify any abatement of rent provided for elsewhere in
this lease.

            Section 8.05. This lease shall be considered an express agreement
governing any case of damage to or destruction of the Building or any part
thereof by fire or other casualty, and Section 227 of the Real Property Law of
the State of New York providing for such a contingency in the absence of express
agreement, and any other law of like import now or hereafter in force, shall
have no application in such case.

                                    ARTICLE 9

                                  Condemnation

            Section 9.01 In the event that the whole of the Premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use,
this lease and the term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that only a
non-material part of the Premises (i.e. less than 15%) shall be so condemned or
taken, then, effective as of the date of vesting of title, the Fixed Rent and
Additional Rent hereunder shall be abated in an amount thereof apportioned
according to the area of the Premises so condemned or taken. In the event that
only a part of the Premises shall be so condemned or taken, then, Landlord may,
at Landlord's option, terminate this lease and the term and estate hereby
granted as of the date of such vesting of title by notifying Tenant of such
termination within 90 days following the date on which Landlord shall have
received notice of vesting of title. In the event that any portion of the
Premises shall be so condemned or taken, then, Tenant, at Tenant's sole option,
may terminate this lease and the term and estate hereunder granted as of the
date of such vesting of title by notifying Landlord of such termination within
90 days following the date on which Tenant shall have received notice of vesting
of title. If Tenant do not elect to terminate this lease, as aforesaid, this
lease shall be and remain unaffected by such condemnation or taking, except that
the Fixed Rent and Additional Rent payable hereunder shall be abated to the
extent, if any, hereinbefore provided in this Article 9. In the event that only
a part of the Premises shall be so condemned or taken and this lease and portion
of the Premises are not terminated as hereinbefore provided, Landlord will, with
reasonable diligence and at its expense, restore the remaining portion of the
Premises as nearly as practicable to the same condition as it was in prior to
such condemnation or taking, however, Landlord shall not be obligated to repair
any damage to Tenant's Property or replace the same.

                                     - 12 -
<PAGE>

            Section 9.02. In the event of a termination of this lease pursuant
to Section 9.01, this lease and the term and estate hereby granted shall expire
as of the date of such termination with the same effect as if that were the date
hereinbefore set for the expiration of the full term of this lease, and the
Fixed Rent and Additional Rent payable hereunder shall be apportioned as of such
date. At such time of termination Landlord will return any portion of Tenant's
Security Deposit minus reasonable reserves for Additional Rent that has not been
previously applied to Tenant's obligations under the Lease.

            Section 9.03. In the event of any condemnation or taking
hereinbefore mentioned of all or a part of the Building, 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 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, Tenant not
being entitled to receive any part of such award. The foregoing shall not
prohibit Tenant's independent claim for the value of Tenant's trade fixtures and
moving expenses and any other claim permitted under law.

            Section 9.04 It is expressly understood and agreed that the
provisions of this Article 9 shall not be applicable to any condemnation or
taking for governmental occupancy for a limited period.

                                   ARTICLE 10

                              Compliance with Laws

            Section 10.01. Tenant, at Tenant's sole cost and expense, shall
comply with all laws and ordinances, and all rules, orders and regulations of
all governmental authorities and of all insurance bodies, at any time duly
issued or in force, applicable to the Premises or any part thereof or to
Tenant's use thereof, except that Tenant shall not hereby be under any
obligation to comply with any law, ordinance, rule, order or regulation
requiring any structural alteration of or in connection with the Premises
(including without limitation, any alteration of or to the electricity,
plumbing, HVAC and sprinkler systems), unless such alteration is required by
reason of a condition which has been created by, or at the instance of Tenant,
or is attributable to any use to which Tenant puts the Premises, if same is not
permitted by the terms of this lease, or is required by reason of a breach of
any of Tenant's covenants and agreements hereunder. Where any structural
alteration of or in connection with the Premises is required by any such law,
ordinance, rule, order or regulation, and, by reason of the express exception
herein above contained, Tenant is not under any obligation to make such
alteration, then Landlord shall make such alteration and pay the cost thereof,
unless the reasonable estimated cost of such alteration is greater than
$200,000.00 or more in which case Landlord shall have the option of either
making such alteration at its own expense or terminating this lease and the term
and estate hereby granted by giving to Tenant not less than 120 days' prior
notice
<PAGE>

of such termination, provided, however, that if within 15 days after the giving
by Landlord of its notice of termination as aforesaid, Tenant shall give notice
to Landlord stating that Tenant elects to make such alteration at the sole cost
and expense of Tenant, then such notice of termination shall be ineffective
provided that Tenant, at Tenant's sole cost and expense, shall concurrently with
the giving of such notice to Landlord execute and deliver to Landlord Tenant's
written undertaking, with a surety and in form and substance reasonably
satisfactory to Landlord, obligating Tenant to promptly and duly make such
alteration in a manner reasonably satisfactory to Landlord and to save Landlord
harmless from any and all costs, expenses, penalties and/or liabilities
(including, but not limited to, accountants' and attorneys' fees) in connection
therewith or by reason thereof; and Tenant covenants and agrees that, after so
electing to make any such alteration, Tenant will, at Tenant's sole cost and
expense, and in compliance with all the covenants, agreements, terms, provisions
and conditions of this lease, including but not limited to, Section 5.01(b)
hereof, make such alteration and Tenant, at Tenant's sole cost and expense, will
promptly and duly perform all the conditions of such undertaking which shall be
deemed to constitute provisions of this lease to be kept or performed on the
part of Tenant with the same force and effect as if same had been set forth
herein.

            Section 10.02. In the event that a notice of termination shall be
given by Landlord under the provisions of this Article 10 and such notice shall
not become ineffective as hereinbefore provided, this lease and the term and
estate hereby granted shall expire as of the date specified therefore in such
notice with the same effect as if that were the date hereinbefore set for the
expiration of the full term of this lease, and the Fixed Rent and Additional
Rent payable hereunder shall be apportioned as of such date of termination. In
addition, Landlord will return any portion of Tenant's Security Deposit minus
reasonable reserves for Additional Rent that has been previously applied to
Tenant's obligations under the Lease.

                                   ARTICLE 11

                                     Notices

            Section 11.01. (A) Except as otherwise expressly provided in this
Lease, any bills, statements, consents, notices, demands, requests or other
communications given or required to be given under this Lease ("Notice(s)")
shall be in writing and shall be deemed sufficiently given or rendered if
delivered by hand (against a signed receipt) or if deposited in a securely
fastened, postage prepaid envelope in a depository that is regularly maintained
by the U.S. Postal Service, sent by registered or certified mail (return receipt
requested) and in either case addressed:

            if to Tenant, Attn: Chief Financial Officer (a) at Tenant's address
set forth in this Lease, or (b) at any place where Tenant or any agent or
employee of Tenant may be found if given subsequent to Tenant's vacating,
deserting, abandoning or surrendering such address, with a copy to Att: Legal
Counsel, Epsilon 2410 Gateway Drive, Irving, Texas 75063 or if to Landlord, at
Landlord's address set forth in this Lease, Attn: Joseph Mizrachi, with a copy
to Raphael and Marks, Attn: Stephen M. Raphael, at 315 Park Avenue South, 19th
Floor, New York, NY 10010.

                                     - 14 -
<PAGE>

(c) any Mortgagee who may have requested the same, by Notice given in accordance
with the provisions of this Article 11, at the address designated by such
Mortgagee or to such other address(es) as either Landlord or Tenant may
designate as its new address(es) for such purpose by notice given to the other
in accordance with the provisions of this Article 27.

            (B) Notices shall be deemed to have been rendered or given (a) on
the date delivered, if delivered by hand, or (b) three (3) Business Days after
mailing, if mailed as provided in Section 11.01(A). Notice given by counsel for
either party on behalf of such party or by the Manager or Managing Agent on
behalf of Landlord shall be deemed valid notices if addressed and sent in
accordance with the provisions of this Article. However, all default notices
shall be sent by either the Landlord or its attorney.

      Section 11.02 Notwithstanding the provisions of Section 11.01, Notices
requesting services for Overtime Periods pursuant to Section 16.04 may be given
by delivery to the Building superintendent or any other person in the Building
designated by Landlord to receive such Notices, and bills may be rendered by
delivering them to the Premises without the necessity of a receipt.

                                   ARTICLE 12

             Damage to and Defects in Building Equipment and Systems

            Section 12.01. Tenant shall give Landlord prompt notice of any
damage to, or defective condition in, any part or appurtenance of the Building's
plumbing, electrical, heating, air conditioning or other equipment or systems
serving, located in, or passing through the Premises of which Tenant is aware.
If such damage or defective condition was caused by, or resulted from the
improper use by, Tenant or by the employees, agents, licensees or invitees of
Tenant, all costs and expenses associated with the repair shall be paid by
Tenant. Tenant shall not be entitled to claim any damages arising from any such
damage or defective condition unless the same shall have been caused by the
intentional act or omission or the negligence of Landlord or its servants,
contractors, visitors, employees, agents, licensees or invitees in the operation
or maintenance of the Premises or the Building or the same shall not have been
repaired by Landlord with reasonable diligence after notice thereof from Tenant
to Landlord; nor shall Tenant be entitled to a claim of eviction ,real or
constructive by reason of any such damage or defective condition.

                                     - 15 -
<PAGE>

                                   ARTICLE 13

                                    Defaults

            Section 13.01. The following are Acts of Default under this lease :

                    (a) Tenant shall make an assignment of its property for the
benefit of creditors or shall file a voluntary petition under any bankruptcy or
insolvency law, or an involuntary petition under any bankruptcy or insolvency
law shall be filed against Tenant and such involuntary petition is not dismissed
within 60 days after the filing thereof,

                    (b) if a petition is filed by or against Tenant under the
reorganization provisions of the United States Bankruptcy Code (the "Bankruptcy
Code") or under the provisions of any law of like import, unless such petition
under said reorganization provisions be one filed against Tenant which is
dismissed within 120 days after its filing,

                    (c) if Tenant shall file a petition under the arrangement
provisions of the Bankruptcy Code or under the provisions of any law of like
import,

                    (d) if a permanent receiver, trustee or liquidator shall be
appointed for Tenant or of or for the property of Tenant, and such receiver,
trustee or liquidator shall not have been discharged within 160 days from the
date of his appointment,

                    (e) if Tenant shall default in payment of any Fixed Rent or
Additional Rent or any other charge payable hereunder by Tenant to Landlord on
any date upon which the same becomes due, and such default shall continue for
ten (10) days after the notice of such default.

                    (f) if Tenant shall default in the due keeping, observing or
performance of any covenant, agreement, term, provision or condition of Article
3 or Article 26 hereof on the part of Tenant to be kept, observed or performed
and such default shall continue and shall not be remedied by Tenant within ten
(10) business days after Landlord shall have given to Tenant a notice specifying
the same.

                    (g) if Tenant shall default in the keeping, observing or
performance of any covenant, agreement, term, provision or condition of this
lease on the part of Tenant to be kept, observed or performed (other than a
default of the character referred to in clauses (e) or (f) of this Section
1301), and if such default shall continue and shall not be remedied by Tenant
within twenty (20) days after Landlord shall have given to Tenant a notice
specifying the same, or, in the case of such a default which for causes beyond
Tenant's control cannot with due diligence be cured within said period of 20
days, if Tenant (i) shall not, promptly upon the giving of

                                     - 16 -
<PAGE>

such notice, notify Landlord of Tenant's intention to take all steps necessary
to remedy such default with due diligence, and (ii) shall not duly institute and
thereafter diligently prosecute to completion all steps necessary to remedy the
same.

                    (h) if any event shall occur or any contingency shall arise
(except as expressly permitted by this lease) whereby this lease or the estate
hereby granted or the unexpired balance of the term hereof would, by operation
of law or otherwise, devolve upon or pass to any firm, association, corporation,
person or entity other than Tenant (except as expressly permitted by this
lease).

                    In the event that any of The Acts of Default in Sections
13.01(a)-(h) occur, Tenant shall be in default of this lease. Landlord may give
to Tenant a notice of intention to end the term of this lease at the expiration
of 10 days from the date of the giving of such notice, and, in the event such
notice is given, this lease and the term and estate hereby granted shall expire
and terminate upon the expiration of said 10 days with the same effect as if
that day were the date hereinbefore set for the expiration of the full term of
this lease, but Tenant shall remain liable for damages as provided in this lease
or pursuant to law ("Default Termination"). If the term "Tenant", as used in
this lease, refers to more than one person, then as used in clauses (a), (b),
(c) and (d) of this Section 13.01, said term shall be deemed to include all of
such persons or any one of them; and, if this lease shall have been assigned,
the term "Tenant", as used in said clauses, shall be deemed to include the
assignee and the assignor or either of them under any such assignment unless
Landlord shall, in connection with such assignment, release the assignor from
any further liability under this lease, in which event the term "Tenant", as
used in said clauses, shall not include the assignor so released.

            Section 13.02. If Tenant shall default in the payment of any Fixed
Rent or Additional Rent or any other charge payable hereunder by Tenant to
Landlord on any date upon which the same becomes due and after all applicable
grace periods, or if this lease shall terminate as in Article 13 provided,
Landlord or Landlord's agents and servants may immediately or at any time
thereafter reenter into or upon the Premises, or any part thereof, either by
summary dispossess proceedings or by any suitable action or proceeding at law,
and may repossess the same, and may remove any persons therefrom, to the end
that Landlord may have, hold and enjoy the Premises again as and of its first
estate and interest therein. The words "reenter", "reentry" and "reentering" as
used in this lease are not restricted to their technical legal meanings.

            Section 13.03. In the event of any termination of this lease under
the provisions of Article 13 or in the event that Landlord shall reenter the
Premises under the provisions of this Article 13 or in the event of the
termination of this lease (or of reentry) by or under any summary dispossess or
other proceeding or action undertaken by Landlord for the enforcement of its
aforesaid right of reentry or any provision of law (any such termination of this
lease being hereinafter called a "Default Termination"), Tenant shall thereupon
pay to Landlord the Fixed Rent, Additional Rent and any other charge payable
hereunder by Tenant to Landlord up to the time of

                                     - 17 -
<PAGE>

such Default Termination or of such recovery of possession of the Premises by
Landlord, as the case may be, and shall additionally also pay to Landlord
damages as provided in Article 14 or pursuant to law. Also, in the event of a
Default Termination, Landlord shall be entitled to retain all monies, if any,
paid by Tenant to Landlord, whether as advance rent, security or otherwise, but
only to the extent such monies shall be credited by Landlord first against any
Fixed Rent, Additional Rent or any other charge due from Tenant at the time of
such Default Termination and then against any damages payable by Tenant under
Article 14 or pursuant to law, with the balance, if any, being paid to the
Tenant.

            Section 13.04. The specified remedies to which Landlord may resort
hereunder are cumulative and are not intended to be inclusive of any other
remedies or means of redress to which Landlord may lawfully be entitled at any
time, and Landlord may invoke any remedy allowed at law or in equity as if
specific remedies were not herein provided for.

                                   ARTICLE 14

                                     Damages

            Section 14.01. In the event of a Default Termination of this lease,
Tenant shall immediately pay to Landlord as damages:

                    (a) sums equal to the aggregate of the Fixed Rent and any
Additional Rent hereunder which would have been payable by Tenant had this lease
not terminated by such Default Termination, payable upon the due date therefor
specified herein following such Default Termination and until the date
hereinbefore set for the expiration of the full term hereby granted. If Landlord
shall relet all or any part of the Premises for all or any part of said period,
which Landlord is not obligated to do, Landlord shall credit Tenant with the net
rents received by Landlord from such reletting, such net rents to be determined
by first deducting from the gross rents as and when received by Landlord from
such reletting the reasonable expenses incurred or paid by Landlord in
terminating this lease and or reentering the Premises and of securing possession
thereof, as well as the reasonable expenses of reletting, including altering and
preparing the Premises for new tenants, brokers' commissions and all other
reasonable expenses chargeable against the Premises and the rental therefrom for
the stated term of this Lease in connection with such reletting, it being
understood that any such reletting may be for a period equal to or shorter or
longer than said period; provided, further that (i) in no event shall Tenant be
entitled to receive any excess of such net rents over the sums payable by Tenant
to Landlord hereunder, (ii) in no event shall Tenant be entitled, in any suit
for the collection of damages pursuant to this clause (a), to a credit in
respect of any net rents from a reletting except to the extent that such net
rents are actually received by Landlord, and (iii) if the Premises or any part
thereof should be relet in combination with other space, then appropriate
apportionment on a square foot rentable area basis shall be made of the rent
received from such reletting and of the reasonable expenses of reletting.

                                     - 18 -
<PAGE>

            Section 14.02. Nothing herein contained shall be construed as
limiting or precluding the recovery by Landlord against Tenant of any sums or
damages to which, in addition to the damages particularly provided above,
Landlord may lawfully be entitled by reason of any default hereunder on the part
of Tenant.

                                   ARTICLE 15

                                     Waivers

            Section 15.01. Tenant, for Tenant, and to the extent Tenant is able
on behalf of any and all firms, corporations, associations, persons or entities
claiming through or under Tenant, including creditors of all kinds, does hereby
waive and surrender all right and privilege which they or any of them might have
under or by reason of any present or future law to redeem the Premises or to
have a continuance of this lease for the full term hereby demised after Tenant
is dispossessed or ejected therefrom by process of law or under the terms of
this lease or after the expiration or termination of this lease as herein
provided or pursuant to law. If Landlord commences any summary proceeding,
Tenant agrees that Tenant will not interpose any counterclaim of whatever nature
or description in any such proceeding unless the same may not be brought in a
separate action by Tenant.

            Section 15.02. Except in the case of any action, proceeding or
counterclaim brought by either of the parties against the other for personal
injury or property damage, the respective parties hereto waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises, and any emergency or any other statutory remedy.

                                   ARTICLE 16

                         Utilities and Building Services

            Section 16.01. Landlord will provide at Landlord's cost at least two
passenger elevators and one freight elevator from the Building lobby to the
Premises during Business Hours, and at least one elevator from the Building
lobby to the Premises at all times set forth in the first sentence of Section
16.07. Heat, for the warming of the Premises and the public portions of the
Building, will be supplied by Landlord during Business Hours in accordance with
REBNY standards. "Business Hours", as used in this lease, means between 8:00
A.M. until 5:30 P.M on days other than Saturdays, Sundays and holidays.
"Holidays" as used in this lease means all

                                     - 19 -
<PAGE>

days observed by the State or federal government as legal holidays (New Year's
Day, Martin Luther King's Birthday, Lincoln's Birthday, President's Day,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day,
Thanksgiving Day, and Christmas). Business days shall mean all days other than
Saturdays, Sundays and Holidays. Upon the request of Tenant, Landlord will
advise Tenant of the projected schedule of Legal Holidays, as defined herein, to
be observed in the Building, for such period of time following Tenant's requests
as such observances are firm.

            Section 16.02. Landlord shall, pursuant to standard office building
cleaning contracts in force from time to time, cause the Premises to be kept
clean and cause refuse and rubbish to be removed from the Premises at Tenant's
cost and expense. If Landlord shall change the cleaning service to a new
company, it shall use due diligence when contracting with such company and shall
require the new company to provide background screening for cleaning personnel.

            Section 16.03. Landlord shall provide at Landlord's cost air
conditioning to the Premises from May 15th of each year through and including
September 30th of each year during Business Hours (the "Cooling Season").
Landlord shall maintain all air conditioning equipment and systems. Landlord
shall have the air conditioning equipment and systems in good working order at
Landlord's expense, within Premises "on" and operational during Business Hours,
as that term is defined in Section 16.01 of this lease.

            Section 16.04. Landlord will, when and to the extent reasonably
requested by Tenant, furnish additional elevator, heating and air conditioning
additional, upon such terms and conditions as shall be reasonably determined by
Landlord; and Tenant shall pay to Landlord promptly on demand as Additional Rent
Landlord's charges for such additional services. Without limiting the generality
of the preceding sentence, Tenant shall pay to Landlord Landlord's actual cost
for (i) all cleaning of the Building or any part thereof required because of the
carelessness or indifference of Tenant, (ii) the removal of any of Tenant's
refuse and rubbish from the Building.

            Section 16.05. At any time or times all or any of the elevators in
the Building may, at the option of Landlord, be manual and/or automatic
elevators, and Landlord shall be under no obligation to furnish an elevator
operator for any automatic elevator. If Landlord shall at any time or times
furnish any elevator operator for any automatic elevator, Landlord may
discontinue furnishing such elevator operator without any diminution, reduction
or abatement of rent. If Landlord switches from automatic to manual elevators,
Landlord shall provide, at no cost to Tenant, at least one elevator operator for
each manual elevator during Business Hours as defined in Section 16.01 of this
lease.

            Section 16.06. Landlord reserves the right, without liability to
Tenant and without constituting any claim of constructive eviction, to stop or
interrupt any heating, elevator, escalator, lighting, ventilating, air
conditioning, gas, steam, power, electricity, water, cleaning or other service
and to stop or interrupt the use of any Building facilities at such times as may
be reasonably necessary and for as long as may reasonably be required by reason
of accidents, strikes,

                                     - 20 -
<PAGE>

or the making of repairs, alterations or improvements, or inability to secure a
proper supply of fuel, gas, steam, water, electricity, labor or supplies, or by
reason of any other similar cause beyond the reasonable control of Landlord.
Landlord agrees to use reasonable diligence to restore any stopped or
interrupted services or Building facilities.

            Section 16.07. Tenant shall have access to the Premises twenty-four
(24) hours a day, seven (7) days a week.


                                   ARTICLE 17

                       Lease Contains All Agreements; Etc.

            Section 17.01. This lease contains all of the covenants, agreements,
terms, provisions and conditions relating to the leasing of the Premises
hereunder, and neither Landlord nor Tenant, in executing and delivering this
lease is relying upon, any warranties, representations, promises or statements,
except to the extent that the same may expressly be set forth in this lease.

            Section 17.02. The failure of Landlord or Tenant to insist in any
instance upon the strict performance of any provision of this lease or to
exercise any election herein contained shall not be construed as a waiver or
relinquishment for the future of such provision or election, but the same shall
continue and remain in full force and effect. No waiver or modification by
Landlord or Tenant of any provision of this lease or other right or benefit
shall be deemed to have been made unless expressed in writing and signed by
Landlord or Tenant, as the case may be. No surrender of the Premises or of any
part thereof or of any remainder of the term of this lease shall be valid unless
accepted by Landlord in writing. Any breach by Tenant of any provision of this
lease shall not be deemed to be waived by (a) the receipt and retention by
Landlord of Fixed Rent or Additional Rent from anyone other than Tenant or (b)
the acceptance of such other person as a tenant or (c) a release of Tenant from
the further performance by Tenant of the provisions of this lease or (d) the
receipt and retention by Landlord of Fixed Rent or Additional Rent with
knowledge of the breach of any provision of this lease. No payment by Tenant or
receipt or retention by Landlord of a lesser amount than any Fixed Rent or
Additional Rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated rent, nor shall any endorsement or statement of any
check or any letter accompanying any check or payment of such 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. No agreement hereafter made between
Landlord and Tenant shall be effective to change, modify, waive, release,
discharge, terminate or effect an abandonment of this lease, in whole or in
part, unless such agreement is in writing, refers expressly to this lease and is
signed by the party against whom enforcement of the change, modification,
waiver, release, discharge or termination or effectuation of the abandonment is
sought.

                                     - 21 -
<PAGE>

                                   ARTICLE 18

                                  Parties Bound

            Section 18.01. The covenants, agreements, terms, provisions and
conditions of this lease shall bind and benefit the respective successors,
assigns and legal representatives of the parties hereto with the same effect as
if mentioned in each instance where a party hereto is named or referred to,
except that no violation of the provisions of Article 22 hereof shall operate to
vest any rights in any successor, assignee or legal representative of Tenant and
that the provisions of this Article 18 shall not be construed as modifying the
conditions of limitation contained in Article 12 hereof. It is understood and
agreed, however, that the covenants and obligations on the part of Landlord
under this lease shall not be binding upon Landlord herein named accruing with
respect to any period subsequent to the transfer of its interest in the Building
provided however, that in the event of such a transfer said covenants and
obligations shall thereafter be binding upon each transferee of such interest of
Landlord herein named, but only with respect to the period ending with a
subsequent transfer of such interest, and that a lease of the entire interest
shall be deemed a transfer within the meaning of this Article 18.

                                   ARTICLE 19

                   Curing Tenant's Defaults -- Additional Rent

            Section 19.01. If Tenant shall be in default beyond an applicable
grace period in the keeping, observance or performance of any provision or
obligation of this lease, Landlord, without thereby waiving such default, may
perform the same for the account and at the expense of Tenant, without notice.
Bills for any expense incurred by Landlord in connection with any such
performance by Landlord for the account of Tenant, and bills for all costs,
expenses and disbursements of every kind and nature whatsoever, including, but
not limited to, reasonable attorneys' fees, involved in collecting or
endeavoring to collect the Fixed Rent or Additional Rent or other charge or any
part thereof or enforcing or endeavoring to enforce any rights against Tenant,
under or in connection with this lease, or pursuant to law, including (without
being limited to) any such reasonable cost, expense and disbursement involved in
instituting and prosecuting any action or proceeding (including any summary
dispossess proceeding), as well as reasonable bills for any property, material,
labor or services provided, furnished or rendered, or caused to be provided,
furnished or rendered, by Landlord to Tenant including (without being limited
to) electric lamps and other equipment, construction work done for the account
of Tenant, water and other services, as well as for any charges for any
additional elevator, heating, air conditioning or cleaning services incurred
under Article 16 hereof and any charges for other similar or dissimilar services
incurred under this

                                     - 22 -
<PAGE>

lease, may be sent by Landlord to Tenant monthly, or immediately, at Landlord's
option, and shall be due and payable in accordance with the terms of said bills
within thirty (30) days after receipt, and if not paid when due, the amounts
thereof shall immediately become due and payable as Additional Rent under this
lease. Tenant shall not be obligated to pay any legal fees or expenses of any
kind incurred by Landlord in connection with Landlord's assertion against Tenant
of claims that have no merit and are unsuccessfully asserted. Tenant also shall
not be obligated to pay any expenses of any kind for services which Landlord is
obligated to provide to Tenant pursuant to the terms of this lease or applicable
law, unless this lease expressly obligates Tenant to pay such expenses pursuant
to a provision of this lease other than this Section 19.01. If any Fixed Rent,
Additional Rent or any other costs, expenses or disbursements payable under this
lease including all money owed under Section 1.04 by Tenant to Landlord are not
paid within thirty (30) days after their respective due dates, the same shall
bear interest, from the respective due dates, at the rate of three (3%) percent
per month or the maximum rate permitted by law, whichever is less, until paid
and the amount of such interest shall be Additional Rent. If Tenant prevails in
a legal action against Landlord, then pursuant this Lease Landlord shall
reimburse Tenant for all reasonable legal costs.

            Section 19.02. In the event that Tenant is in default in payment of
Fixed Rent or Additional Rent or any other charge, Tenant waives Tenant's right,
if any, to designate the items against which any payments made by Tenant are to
be credited, and Tenant agrees that Landlord may apply any payments made by
Tenant to any items Landlord sees fit, irrespective of and notwithstanding any
designation or request by Tenant as to the items against which any such payments
shall be credited.

                                   ARTICLE 20

                              Inability to Perform

            Section 20.01. This lease and the obligations of Tenant to pay rent
hereunder and perform all of the other covenants, agreements, terms, provisions
and conditions hereunder on the part of Tenant to be performed shall in no way
be affected, impaired or excused because Landlord is unable to fulfill any of
its obligations under this lease or because Landlord is unable 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 repairs, replacements, 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 s doing by reason
of strikes or labor troubles or any other cause beyond Landlord's 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 governmental agency or by reason of the
conditions of supply and demand which have been or are affected by war,
hostilities or other similar emergency, except as otherwise expressly provided
in the Lease.

                                     - 23 -
<PAGE>

                                   ARTICLE 21

                              Water and Electricity

            Section 21.01. Landlord shall in no way be liable or responsible to
Tenant for any loss or damage or expense which Tenant  may sustain
or incur by reason of any failure, inadequacy or defect in the character,
quantity or supply of electricity or water furnished to the Premises, except if
any such failure, inadequacy or defect is the result of any negligent or willful
act or omission of Landlord or its agents, employees, servants, licensees, or
contractors.

            Section 21.02. Landlord shall furnish hot and cold water for (a)
normal office use and in connection with the performance by Tenant of any
Tenant's Changes in accordance with clause (e) of Section 5.01, (b) Landlord's
air conditioning equipment during Business Hours, and (c) drinking, lavatory,
kitchen and toilet facilities, in or near the Premises and Tenant's Separate Air
Conditioning Unit. When water is furnished by Landlord for any other purpose,
Tenant shall pay a reasonable amount for the same and for any required pumping
and heating thereof as well as any taxes, sewer rents or other charges which may
be imposed on any governmental authority or agency thereof based on the quantity
of water so used by Tenant.

            Section 21.03. Subject to the provisions of Section 21.05,
electricity shall be furnished to Tenant through the electrical lines and
service presently servicing the Building, and Tenant shall purchase same from
Landlord, on the basis provided in Section 21.04.

            Section 21.04 Tenant shall pay Landlord a fixed monthly consumption
charge, commencing, at such time as rent commences pursuant to Section 1.10 of
this Lease, for all electricity consumed in the Premises. Such charge shall
initially be $3,000.00 per month (based on a $3.00 per square foot charge) (the
"Base Electrical Charge") and shall be increased from time to time on the basis
of either an increase in the total usage of electricity by Tenant or an increase
in the rates, charges and fees paid by Landlord for electrical service, above
Landlord's electrical rates charged to Landlord in 2005. Such increase will only
occur after Landlord has conducted a survey of Tenant's electrical usage and
given Tenant the opportunity to survey his own usage. In each case the Survey
shall be done by people qualified in the field; if the parties' respective
surveyors cannot agree then both surveyors will select a third surveyor whose
opinion shall be dispositive.

            Section 21.05. Landlord shall not be liable to Tenant for any loss,
damage or expense which Tenant may sustain or incur if either the quantity or
character of electric service is changed or is no longer available or suitable
for Tenant's requirements. Tenant agrees that its use of electric current shall
never exceed the capacity of existing feeders to the Building or the risers or
existing wiring installation in the Building. Tenant agrees not to connect any
additional electrical equipment to the Building electric distribution system,
other than lamps, typewriters, photocopiers, telephones, telexes, telecopier
equipment, desk-top non-mainframe computers, kitchen electrical

                                     - 24 -
<PAGE>

appliances, word processors, printers, postage machines and all equipment
ancillary thereto and other small office machines which consume comparable
amounts of electricity, without Landlord's prior written consent which consent
shall not be withheld or delayed unreasonably. Any riser or risers to supply
Tenant's electrical requirements, upon written request of Tenant, will be
installed by Landlord at the sole reasonable cost and expense of Tenant if, in
Landlord's reasonable judgment, the same are necessary and will not cause
permanent damage or injury to the Building or the Premises or cause or create a
dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expense or interfere with or disturb other tenants or
occupants. Landlord reserves the right to terminate the furnishing of
electricity on the basis provided in this Article 21 at any time, upon 90 days'
notice to Tenant, in which event Tenant shall make application directly to the
public utility for its own completely separate supply of electric current and
Landlord shall permit its wires, feeders, conduits and risers, to the extent
available and safely capable, to be used for such purpose. Any meters, risers,
feeders or other equipment or connections necessary to enable Tenant to obtain
electric current directly from such utility shall be installed at Landlord's
sole cost and expense; provided, however, and anything hereinbefore contained to
the contrary notwithstanding, Landlord shall not terminate the furnishing of
electricity as aforesaid following the expiration of such 90 day period, and
thereafter, for so long as Tenant does not have its own separable electric
service, so long as Tenant is diligently pursuing the aforesaid application and
the installation of its separate electric service. Rigid conduit only will be
allowed. This lease shall otherwise remain in full force and effect at the time
Landlord terminates the furnishing of electricity as aforesaid. Commencing when
Tenant receives such direct service and as long as Tenant shall continue to
receive such service, Landlord shall no longer be entitled to charge or receive
the fixed monthly consumption charge referred to in Section 21.04 and any
payment made by Tenant for periods after Tenants' receipt of direct service
shall be promptly refunded.

                                   ARTICLE 22

                          Assignment, Subletting, Etc.

            Section 22.01. Tenant other than pursuant to the provisions of this
lease, shall not, whether voluntarily, involuntarily, by operation of law or
otherwise (a) assign or otherwise transfer this lease or the term and estate
hereby granted, (b) sublet the Premises or any part thereof, or allow the same
to be used, occupied or utilized by any one other than Tenant, or (c) mortgage,
pledge, encumber or otherwise hypothecate this lease or the Premises or any part
thereof in any manner whatsoever, without in each instance obtaining the prior
consent of Landlord which consent as to (a) and (b) above which may be withheld
conditioned or delayed. The consent by Landlord to an assignment, subletting or
use or occupancy by others shall not in any way be considered to relieve Tenant
from obtaining the express consent of Landlord to any other or further
assignment, or subletting or use or occupancy by others not expressly permitted
by this Article.

                                     - 25 -
<PAGE>

            Section 22.02. If this lease be assigned in violation of the
provisions of the lease or, in the event the assignor is released from all
liability pursuant to the lease, Landlord may collect rent due to the Landlord
from the assignee. If the Premises or any part hereof are sublet or used or
occupied by anybody other than Tenant, whether or not in violation of this
lease, Landlord may, after default by Tenant, and expiration of Tenant's time to
cure such default, collect rent from the subtenant or occupant. In either event,
Landlord may apply the net amount collected to the Fixed Rent and Additional
Rent herein reserved and the charges herein provided for, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of any
of the provisions of Section 22.01, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the performance by Tenant of
Tenant's obligations under this lease. References in this lease to use or
occupancy by other than Tenant shall not be construed as limited to subtenants
and those claiming under or through subtenants but as including also licensees
and other claiming under or through Tenant, immediately or remotely.

            Section 22.03. The use of any portion of the Tenant's facilities by
a subsidiary of the Tenant or an entity controlled by the Tenant shall not be
regarded as a subletting under this lease.

            Section 22.04. The placement of or any person or entity name whether
on the doors of the Premises, on the Building directory, or otherwise, shall not
operate to vest any right or interest in this lease or in the Premises or be
deemed to be the written consent of Landlord mentioned in this Article 22.

            Section 22.05. Anything contained in this Lease to the contrary
notwithstanding, if Tenant as a debtor in possession under the Bankruptcy Code
or Tenant's trustee under the Bankruptcy Code contemplates an assignment of this
lease pursuant to the Bankruptcy Code to any person, firm or corporation which
shall have made a bona fide offer to accept such an assignment on terms and
conditions which are acceptable to such debtor in possession or trustee, then
notice of such proposed assignment shall be given to Landlord at least 15 days
prior to the date that an application to a court of competent jurisdiction for
approval of and authority to enter into such proposed assignment is
contemplated. Such notice shall set forth the name and address of the proposed
assignee, all of the terms and conditions of the proposed assignment, including
any consideration therefor, and the nature of the adequate assurance to be
provided Landlord to assure the future performance under this lease of such
proposed assignee. Landlord may thereupon elect, by notice to Tenant given at
any time prior to the later of the date upon which the aforesaid application for
approval and authority is contemplated or the effective date of the proposed
assignment, to accept, for itself or on behalf of a nominee, an assignment of
this lease upon the same terms and conditions as are contemplated by the
aforesaid offer (less any brokerage commissions which would be payable in
connection with such proposed assignment). If Landlord does not so elect to
accept such an assignment, then (a) upon the effective date of the proposed
assignment, the proposed assignee shall be deemed to have assumed all of the
obligations of Tenant arising hereunder from and after such effective date,
without further action on the part of such proposed assignee (but such proposed
assignee shall nevertheless at Landlord's request, execute and deliver, at

                                     - 26 -
<PAGE>

its own cost and expense, to Landlord such an instrument confirming such
assumption as Landlord may reasonably require), and (b) any consideration
payable or otherwise to be delivered in connection with such proposed assignment
shall be paid or delivered to Landlord, shall be and remain the exclusive
property of Landlord and shall not constitute property or Tenant of Tenant's
bankruptcy estate.

                                   ARTICLE 23

                                   Escalation

            Section 23.01. As used in this Article 23, the words and terms which
follow mean and include the following:

               (a) "Tax Year" shall mean each fiscal year, (July 1 through the
succeeding June 30) subsequent to the fiscal year 2005/2006 in which occurs any
part of the term of this lease.

               (b) Base Year shall mean the fiscal year 2005/2006

               (c) "Tenant's Proportionate Share" shall mean three (3%) percent.

               (d) "Taxes" shall mean the aggregate amount of real estate taxes
and any general or special assessments (exclusive of penalties and interest
thereon) imposed upon the Real Property (including, without limitation, (i)
assessments made upon or with respect to any "air" and "development" rights now
or hereafter appurtenant to or affecting the Real Property, (ii) any fee, tax or
charge imposed by any Government Authority for any vaults, vault safe or other
space within or outside the boundaries of the Real Property, and (iii) any
assessments levied after the date of this Lease for public benefits to the Real
Property or the Building); provided that if, because of any change in the
taxation of real estate, any other tax or assessment, however denominated
(including, without limitation, any franchise, income, profit, sales, use,
occupancy, gross receipts or rental tax) is imposed upon Landlord or the owner
of the Real Property of the Building, or the occupancy, rents or income
therefrom, in substitution for any of the foregoing Taxes or for an increase in
any of the foregoing Taxes, such other tax or assessment shall be deemed part of
Taxes computed as if Landlord's sole asset were the Real Property. Anything
contained herein to the contrary notwithstanding, Taxes shall not be deemed to
include (a) any taxes on Landlord's income, (b) franchise taxes, (c) estate or
inheritance taxes, or (d) any similar taxes imposed on Landlord, unless such
taxes are levied, assessed or imposed as a substitute for the whole or any part
of, or as a substitute for an increase, the taxes, assessments, levies, fees,
charges and impositions that now constitute Taxes.

                                     - 27 -
<PAGE>

               (e) "Real Estate Tax Base" shall mean Real Estate Taxes for the
City of New York for the fiscal year June 1, 2005 - June 30, 2006.

               (f) Operating Year shall mean each calendar year, subsequent to
calendar year 2006, in which occurs any part of the term of the Lease.

               (g) (A) "Operating Expenses" shall mean the aggregate of those
costs and expenses (and taxes thereon, if any) paid or incurred by Landlord or
on behalf of Landlord with respect to the operation, cleaning, repair, safety,
replacement, management, security and maintenance of the Real Property, Building
Systems, sidewalks, curbs, plaza, and other areas adjacent to Building, and with
respect to the services provided to tenants, including, without limitation: (i)
salaries, wages and bonuses paid to, and the cost of any hospitalization,
medical, surgical, union and general welfare benefits (including group life
insurance), any pension, retirement or life insurance plans and other benefits
or similar expenses relating to employees of Landlord below the level of
building manager engaged at the building in the operation, cleaning, repair,
safety, replacement, management, security or maintenance of the Real Property
and the Building Systems or in providing services to tenants; (ii) social
security, unemployment and other payroll taxes, the cost of providing disability
and worker's compensation coverage imposed by any Requirement, union contract or
otherwise with respect to said employees; (iii) the cost of gas, oil, steam,
water, sewer rental, HVAC and other utilities furnished to the Building and
utility taxes; (iv) the expenses incurred for casualty, rent, liability,
fidelity, plate glass and other insurance; (v) expenditures, whether by purchase
or lease, for capital improvements and capital equipment that under generally
applied real estate practice are expensed or regarded as deferred expenses and
capital expenditures, whether by purchase or lease, that are made by reason of
Requirements or for emergency or labor-saving devices or security or property
protection systems or in lieu of a repair, in each case such capital
expenditures to be included in Operating Expenses for the Operating Year in
which such costs are incurred and every subsequent Operating Year, on a straight
-line basis, to the extent that such items are amortized over its longest useful
life under GAAP with interest calculated at an annual rate equal to three (3%)
percent over the Base Rate in effect at the time of Landlord's having made said
expenditure; (vii) the cost or rental of all supplies, tools, materials and
equipment used exclusively at the Building; (viii) the cost of uniforms, work
clothes and dry cleaning; (ix) the cost of window cleaning, janitorial,
concierge, guard, watchman or other security personnel, service or system, if
any; (x) management fees not in excess of those customarily charged by
management companies operating similar space; (xi) charges of independent
contractors performing work included within this definition of Operating
Expenses; (xii) telephone and stationary costs at the Building; (xiii) legal,
accounting and other professional fees and disbursements incurred in connection
with the operation and management of the Real Property; (xiv) association fees
and dues; (xv) the cost of decorations; (xvi) depreciation of hand tools and
other movable equipment used in the operation, cleaning. Repair, safety,
security or maintenance of the Building; (xvii)15% - of all electrical costs
incurred in the operation of the Real Property.

                                     - 28 -
<PAGE>

            Provided, however, that operating expenses shall not include the
foregoing costs and expenses which shall be excluded or have been deducted from
them, as the case may be:

      (1)   salaries benefits, wages, bonuses and other compensation to person
            at or above the grade building manager;
      (2)   amounts received by Landlord through proceeds of insurance to the
            extent they are compensation of sums previously included in
            Operating Expenses;
      (3)   cost of repairs or replacement incurred by reason of fire or other
            casualty or condemnation to the extent Landlord is compensated
            therefor; which may include application of any proceeds to reduction
            of any mortgage debts;
      (4)   costs incurred in performing work or furnishing services or
            utilities for any tenant, whether at such tenant's or Landlord's
            expense,
      (5)   Taxes;
      (6)   refinancing costs, mortgage interest, amortization payments,
            reserves and other charges due under any mortgage;
      (7)   leasing commissions, rental concessions, Tenant build-outs,
            Landlord's work and lease buy-outs;
      (8)   any expense for which Landlord is entitled to be reimbursed by any
            tenant as an additional charge in excess of Fixed Rent and
            Escalation Rent;
      (9)   depreciation;
      (10)  overhead and profit increment paid to affiliates of Landlord for
            services to the extent that such costs exceed the costs of such
            services were they rendered by an affiliate;
      (11)  rental under any ground or underlying lease;
      (12)  professional fees not attributable to the operation or management of
            the Real Property and professional fees attributable to disputes
            with, or preparation of leases for, tenants and prospective tenants;
      (13)  advertising and promotional expenses with respect to the Property;
            and
      (14)  85% of all electrical costs incurred in the operation of the Real
            Property.
      (15)  costs incurred in connection with a transfer or disposition of the
            Real Property or Building

            If the Landlord purchases any item of capital equipment or makes any
capital expenditure that is intended to have the effect of reducing the expenses
that would otherwise be included in Operating Expenses, then the costs of such
capital equipment or capital expenditure shall be included in Operating Expenses
for the Operating Year in which the costs are incurred and every subsequent
Operating Year on a straight-line basis, to the extent that such items are
amortized over an appropriate period, with interest calculated, at an annual
rate of three (3%) percent over the Base Rate in effect at the time of
Landlord's having made said expenditure. If Landlord leases any item of capital
equipment that results in savings or reductions in expenses that would otherwise
be included in Operating Expenses, then the rentals and other costs paid with
respect to such leasing shall be included in Operating Expenses for the
Operating Years in which such rentals and costs are incurred.

    If Landlord is not furnishing any particular work or service (the cost of
which if performed

                                     - 29 -
<PAGE>

by Landlord would constitute an Operating Expense) to a tenant who has
undertaken to perform such work or service in lieu of the performance thereof by
Landlord for all or any portion of an Operating Year, Operating Expenses for
such Operating Year shall be deemed to be increased by an amount equal to the
additional Operating Expenses which reasonably would have been incurred during
such Operating Year by Landlord if it had, at its own expense, furnished such
work or service to such tenant, less if Tenant shall be the tenant to whom
Landlord is not furnishing any such work or service, the actual reduction, if
any, in the amount payable to the contractor or supplier providing such work or
service to the Building by reason of the non-provision thereof to Tenant.

               (A) Tenant shall pay as Escalation Rent for each Operating Year
an amount ("Tenant's Operating Payment") equal to Tenant's Share of the amount
by which Operating Expenses for such Operating Year are greater than the Base
Operating Factor.

               (B) Landlord shall furnish to Tenant, with respect to each
Operating Year, a Landlord's Operating Statement setting forth Landlord's
estimate of Tenant's Operating Payment for such Operating Year ("Tenant's
Protected Operating Share"). Tenant shall pay to Landlord on the first day of
each month during such Operating Year, as Escalation Rent, an amount equal to
one-twelfth of Tenant's Projected Operating Share for such Operating Year. If,
however, Landlord furnishes any such Landlord's Operating Statement for an
Operating Year subsequent to the commencement of such Operating Year, then (a)
until the first day of the month following the month in which such Landlord's
Operating Statement is furnished to Tenant, Tenant shall pay to Landlord on the
first day of each month an amount equal to the monthly sum payable by Tenant to
landlord under Section 3.3 in respect of the last month of the preceding
Operating Year; (b) after such Landlord's Operating Statement is furnished to
Tenant or together therewith, Landlord shall give notice to Tenant stating
whether the installments of Tenant's Projected Operating Share previously made
for such Operating Year were greater or less than the installments of Tenant's
Projected Operating Share to be made for such Operating Year in accordance with
such estimate, and (i) if there is a deficiency, Tenant shall pay the amount
thereof within thirty (30) days after demand thereof, or (ii) if there was an
overpayment, Landlord shall credit the amount thereof against subsequent
payments of Rental or, if at the end of the Term there shall not be any further
installments of Rental remaining against which Landlord can credit any such
overpayment due Tenant, Landlord shall deliver to Tenant Landlord's check in the
amount of the refund due Tenant within thirty (30) days after Tenant shall first
be entitled to a credit for the overpayment of Operating Expenses; and (c) on
the first day of the month following the month in which such Landlord's
Operating Statement is furnished to Tenant, and monthly thereafter throughout
the remainder of such Operating Year, Tenant shall pay to Landlord an amount
equal to one-twelfth of Tenant's Projected Operating Share shown in such
Landlord's Operating Statement with a new estimate of Tenant's Projected
Operating Share for such shall be adjusted and paid or credited, as the case may
be, substantially, in the same manner as provided in the preceding sentence.

                                     - 30 -
<PAGE>

               (C) After the end of each Operating Year, Landlord shall furnish
to Tenant a Landlord's Operating Statement for such Operating Year. Each such
year-end Landlord's Operating Statement shall be accompanied by a computation of
Operating Expenses for the Building prepared by the Manager or a certified
public accountant designated by Landlord from which Landlord shall make the
computation of Additional Rent due in respect of Operating Expenses hereunder.
In making computations of Operating Expenses, the certified public accountant or
the Manager may rely on Landlord's reasonable estimates and allocations whenever
said estimates and allocations are needed for this Article 3. If the Landlord's
Operating Statement shows that the sums paid by Tenant under Section 3.3(B)
exceeded Tenant's Operating Payments required to be paid by Tenant for such
Operating Year, Landlord shall credit the amount of such excess against
subsequent payments of Rental or, if at the end of the Term there shall not be
any further installments of Rental remaining against which Landlord can credit
such overpayments due Tenant, Landlord shall deliver to Tenant Landlord's check
in the amount of the refund due Tenant within thirty (30) days after Tenant
shall be entitled to a credit for the overpayment of Operating Year shows that
the sums so paid by Tenant were less than Tenant's Operating Payment due for
such Operating Year, Tenant shall pay the amount of such deficiency within
thirty (30) days after demand therefor.

               (h) The term "Escalation Statement" shall mean a statement
setting forth the amount payable by Tenant for a specified Tax Year of Operating
Year (as the case may be) pursuant to this Article 36.

            Section 23.02. If the Real Estate Taxes for any Tax Year shall be
greater than the Real Estate Tax Base, Tenant shall pay Landlord, as Additional
Rent for the Premises for such Tax Year, an amount (herein called the "Tax
Payment") equal to Tenant's Proportionate Share of the amount by which Real
Estate Taxes for such Tax Year are greater than the Real Estate Tax Base.

            Section 23.03. Landlord shall furnish Tenant, at the commencement of
each Tax Year and Operation Year, as the case may be, a written statement of the
actual tax payment, pursuant to Section 23.02 hereof, and the Annual Escalation
Statement, pursuant to Section 23.01(g) hereof. Tenant shall pay to Landlord on
the first day of each month during such Tax Year and such Operation Year an
amount equal to one-twelfth of the Tax Payment for such Tax Year and one-twelfth
of the Annual Operation Escalation for such Operation Year. If, however,
Landlord shall furnish any such statement for an Operation Year or a Tax Year
subsequent to the commencement thereof, then (a) until the first day of the
month following the month in which such statement is furnished to Tenant, Tenant
shall pay to Landlord on the first day of each month an amount equal to the
monthly sum payable by Tenant to Landlord under this Section in respect of the
last month of the preceding Operation Year or Tax Year; (b) promptly after such
statement is furnished to Tenant, Landlord shall give notice to Tenant stating
whether the installments of the Tax Payment or the Annual Escalation previously
made for such Tax Year or Operating Year, as the case may be, were greater or
less than the respective installments thereof to be made for such Operating Year
or Tax Year in accordance with such statement, and (i) if there shall be a
deficiency, Tenant shall pay the amount thereof within thirty (30) days after
demand therefor, or (ii) if there shall have been an

                                     - 31 -
<PAGE>

overpayment, Landlord shall refund to Tenant the amount thereof within thirty
(30) days of Landlord's furnishing to Tenant such statement; and (c) on the
first day of the month following the month in which such statement is furnished
to Tenant, and monthly thereafter throughout the remainder of such Operation
Year or Tax Year, as the case may be, Tenant shall pay to Landlord an amount
equal to one-twelfth of the Tax Payment or one-twelfth of the Annual Operation
Escalation, as the case may be, shown on such statement. Landlord shall furnish
to Tenant within 30 days of the commencement of each Operative Year and each Tax
Year a copy of the bill or bills for Real Estate Taxes applicable to the Tax
Year as to which each such Statement relates.

            Section 23.04. Payments shall be made pursuant to this Article 23
notwithstanding the fact that an Escalation Statement is furnished to Tenant
after the expiration of the term of this lease, provided the Escalation
Statement is furnished within one year thereafter.

            Section 23.06 In case the Real Estate Taxes for any Tax Year or part
thereof shall be reduced after Tenant shall have paid Tenant's Proportionate
Share of any increase thereof in respect of such Tax Year, Landlord shall credit
or refund to Tenant Tenant's Proportionate Share of the refund of such taxes
received by or credited to Landlord (after deduction of reasonable expenses,
including reasonable counsel fees, incurred by Landlord in connection with
reducing the assessed valuation and/or in obtaining such refund of taxes). Only
Landlord and not Tenant shall have the right to initiate, contest or resolve
proceedings involving the assessed valuation or refund of taxes.

            Section 23.07. In no event shall the Fixed Rent under this Lease
(exclusive of the Additional Rent under this Article) be reduced by virtue of
this Article.

                                   ARTICLE 24

                                  Subordination

            Section 24.01. This lease is and shall be subject and subordinate in
all respects to all underlying leases now or hereafter covering the real
property or any portion thereof of which the Premises form a part and to all
mortgages and trust indentures which may now or hereafter be placed on or affect
such leases and/or the real property of which the Premises form a part, or any
part or parts of such real property, and/or Landlord's interest therein, and to
each advance made and/or hereafter to be made under any such mortgages, or
indentures, and to all renewals, modifications, consolidations, replacements and
extensions thereof and all substitutions of and for such ground leases and/or
underlying leases and/or mortgages or indentures. This Section 24.01 shall be
self-operative and no further instrument of subordination shall be required. In
confirmation of such subordination, Tenant shall execute, at its sole cost and
expense, and deliver promptly any estoppel certificate or other document that
Landlord and/or any mortgagee and/or lessor under any ground or underlying lease
and/or their respective successors in interest may reasonably request. Tenant
agrees that, in the event any proceedings are brought for the foreclosure of any
mortgage or indenture referred to herein, to attorn to the purchaser upon any
such foreclosure sale and to recognize such purchaser as the landlord under this
lease. In the event of the

                                     - 32 -
<PAGE>

enforcement by any mortgagee of the Building of remedies provided for by law or
by such mortgage, any person succeeding to the interest of the Landlord as the
result of such enforcement shall not be bound by any payment of Fixed Rent or
Additional Rent for more than one month in advance not received by it.

                                   ARTICLE 25

                                 Quiet Enjoyment

            Section 25.01. Landlord covenants that if and so long as Tenant
keeps and performs each and every covenant, agreement, term, provision and
condition herein contained on the part and on behalf of Tenant to be kept and
performed, Tenant shall quietly enjoy the Premises without hindrance or
molestation by Landlord or by any other person claiming the same, subject to the
covenants, agreements, terms, provisions and conditions of this lease and to the
mortgages to which this lease is subject and subordinate, as hereinbefore set
forth.

                                   ARTICLE 26

                                    Insurance

            Section 26.01. Tenant covenants to provide prior to entry upon the
Premises and to keep in force and effect during the demised term: (1)
comprehensive general liability insurance relating to the Premises and its
appurtenances on an occurrence basis against claims for bodily injury or death
on account of accident upon the Premises with minimum limits of liability in
amount of $1,000,000.00 per occurrence; and $2,000,000.00 in the aggregate and
(2) workmen's compensation insurance to cover all persons engaged in Tenant's
Changes. Tenant agrees to deliver to Landlord, for all current insurance
policies a Certificate of Insurance in compliance with its obligations
hereunder.

            Section 26.02. All of the aforesaid insurance shall be issued in the
name of Tenant and shall name Landlord (and any designee(s) of Landlord, with an
insurable interest in the Building) as an additional insured and shall be
written by responsible insurance companies licensed to do business in New York
State; all such insurance may be carried under a blanket policy covering the
Premises and any other of Tenant's locations and shall, by virtue of an
automatic endorsement, require: (1) such insurance may not be canceled or
amended with respect to Landlord (or its designee(s) except upon 30 days written
notice by registered mail to Landlord (and such designee(s) by the insurance
company; and (2) Tenant shall be solely responsible for payment of premiums and
that Landlord (or its designee(s)) shall not be required to pay any premiums for
such insurance. The minimum limits of the comprehensive general liability policy
of insurance shall in no way limit or diminish Tenant's liability under other
provisions of this Lease.

                                     - 33 -
<PAGE>

            Section 26.03. The minimum limits of the comprehensive general
liability policy of insurance shall be subject to increase at any time, and from
time to time, after the commencement of the third (3rd) year of the term hereof
if Landlord in the exercise of its reasonable judgment shall deem the same
necessary for adequate protection and has been requested by the then existing
mortgagee. Within 30 days after demand therefor by Landlord, Tenant shall
furnish Landlord with evidence that such demand has been complied with.

                                   ARTICLE 27

                                  Miscellaneous

            Section 27.01. If at any time or times during the Term of this
Lease, the Rental reserved in this Lease is not fully collectible by reason of
any Requirement, Tenant shall enter into such agreements and take such other
steps (without additional expense to Tenant) as Landlord may request and as may
be legally permissible to permit Landlord to collect the maximum rents that may
from time to time during the continuance of such legal rent restriction be
legally permissible (and not in excess of the amounts reserved under this
Lease). Upon the termination of such legal rent restriction (a) the Rental shall
become and thereafter be payable hereunder in accordance with the amounts
reserved in this Lease for the remainder of the Term, and (b) Tenant shall pay
to Landlord, if legally permissible, an amount equal to (i) the items of Rental
that would have been paid pursuant to this Lease but for such legal rent
restriction less (ii) the rents paid by tenant to Landlord during the period or
periods such legal rent restriction was in effect. This provision shall survive
the expiration or earlier termination of this Lease to the maximum enforceable
extent.

            Section 27.02. If, in connection with Landlord's obtaining financing
for the Building, a banking, insurance or other recognized institutional lender
shall request reasonable modifications in this lease as a condition to such
financing, Tenant will not unreasonably withhold, delay, condition or defer its
consent thereto, provided that such modifications do not increase the
obligations of Tenant hereunder reduce Tenant's rights or remedies or materially
adversely affect the leasehold interest hereby created.

            Section 27.03. Tenant shall not place a load upon any floor of the
Premises exceeding the floor load per square foot which such floor was designed
to carry and any permitted load must be placed by Tenant, at Tenant's sole cost
and expense, so as to distribute the weight. Business machines and mechanical
equipment shall be placed and maintained by Tenant, at Tenant's sole cost and
expense, in settings sufficient in Landlord's reasonable judgment to absorb and
prevent vibration, noise and annoyance. If the Premises be or becomes infested
with vermin as a result of any misuse or neglect of the Premises by Tenant, its
agents, employees, visitors or licensees, Tenant shall at Tenant's expense cause
the same to be exterminated from time to time to the reasonable satisfaction of
Landlord and shall employ such exterminators and such exterminating company or
companies as shall be approved by Landlord.

                                     - 34 -
<PAGE>

            Section 27.04. Tenant shall not be entitled to exercise any option
granted to it by this lease, if any, at any time when Tenant is in default in
the performance or observance of any of the covenants, agreements, terms,
provisions or conditions on its part to be performed or observed under this
lease and Landlord has previously given Tenant notice of such default.

            Section 27.05. If Landlord has comparable space available in the
Building at a comparable rent, Tenant shall not occupy any space in the Building
(by assignment, sublease or otherwise) other than the Premises hereby demised,
except with the prior written consent of Landlord in each instance.

            Section 27.06. Landlord and Tenant represent that it has not dealt
with any person, firm or corporation in connection with this transaction other
than Trammell Crow Realty whose commission Landlord agrees to pay, and the
Landlord agrees to indemnify, defend and hold the Tenant harmless from any
damage or claim suffered by that other party as a result of any breach of this
representation.

            Section 27.07. The term "Landlord" as used in this lease means only
the owner, or the mortgagee in possession, for the time being of the Land and
Building (or the owner of a lease of the Building or the Land and Building), so
that in the event of any sale or sales of the Land and Building, or in the event
of a lease of the Building, or of the Land and Building, the Landlord shall be
and hereby is entirely freed and relieved of all covenants and obligations of
Landlord hereunder, except for any and all liabilities and obligation incurred
by Landlord prior to such sale or lease, and it shall be deemed and construed
without further agreement between the parties or their successors in interest,
or between the parties and the purchaser, at any such sale, or the said lessee
of the Building, or of the Land and Building, that the purchaser or the lessee
of the Building has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder. Such purchaser or lessee shall be required by
Landlord to give notice to Tenant of its assumption. No general or limited
partner or shareholder of Landlord (including any general or limited partner or
shareholder, any assignee or successor of Landlord) or other holder of any
equity interest in Landlord shall be personally liable for the performance of
Landlord's obligations under this lease. The liability of Landlord (including
any assignee or successor of Landlord) for Landlord's obligations under this
lease shall be limited to Landlord's interest in the land and Building and
Tenant shall not look to any of Landlord's other assets in seeking either to
enforce Landlord's obligations under this lease or to satisfy a judgment for
Landlord's failure to perform such obligations.

            Section 27.08. The submission by Landlord of the lease in draft form
shall be deemed submitted solely for Tenant's consideration and not for
acceptance and execution. Such submission shall have no binding force or effect
and shall confer no rights nor impose any obligations on either party unless and
until both Landlord and Tenant shall have executed the lease and duplicate
originals thereof shall have been delivered to the respective parties.

                                     - 35 -
<PAGE>

            Section 27.09. The acknowledgments of the execution of this lease by
Landlord and Tenant are solely for the purpose of manifesting the respective
authorizations for execution. Neither Landlord nor Tenant shall record this
lease or any memorandum thereof without the consent of the party not proposing
such recording, and the violation of the provision shall be deemed a substantial
default hereunder.

            Section 27.10. This Lease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Lease to be drafted. If any words or phrases in this Lease are stricken out or
otherwise eliminated, whether or not any other words or phrases have been added,
this Lease shall be construed as if the words or phrases so stricken out or
otherwise eliminated were never included in this Lease and no implication or
inference shall be drawn from the fact that such words or phrases were stricken
out or otherwise eliminated.

            Section 27.11. Landlord shall make available to Tenant on the
directory in the lobby of the Building five (5) listings, which listings may
include subtenants or others occupying the Premises in accordance with the terms
hereof. The initial listing shall be without charge to Tenant. From time to
time, Landlord shall revise the directory to reflect such changes in the
listings therein as Tenant may request, and Tenant within thirty (30) days after
demand by Landlord shall pay to Landlord, as Additional Rent, Landlord's cost in
making each revision that Tenant requests. Tenant may install a sign on the
entry door to the Premises.

            Section 27.12. If any of the provisions of this Lease, or the
application thereof to any person or circumstance, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provisions to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby and shall
remain valid and enforceable, and every provision of this Lease shall be valid
and enforceable to the fullest extent permitted by law.

            Section 27.13. Tenant hereby represents to Landlord that it is not
entitled, directly or indirectly, to diplomatic or sovereign immunity and Tenant
agrees that in all disputes arising directly or indirectly out of this Lease
Tenant shall be subject to service of process at its offices located within the
building and the exclusive jurisdiction for such actions shall be either in the
United States Court for the Southern District of New York or the New York State
Supreme Court for the County of New York. The provisions of this Section 27.13
shall survive the expiration of this Lease.

            Section 27.14. This Lease contains the entire agreement between the
parties and all prior negotiations and agreements are merged into this Lease .
This Lease may not be changed, abandoned or discharged, in whole or in part, nor
may any of its provisions be waived except by a written agreement that (a)
expressly refers to this Lease, (b) is executed by the party against whom
enforcement of the change, abandonment, discharge or waiver is sought and (c) is
permissible under the Mortgage(s).

                                     - 36 -
<PAGE>

            Section 27.15. Any apportionment or prorations of Rental to be made
under this Lease shall be computed on the basis of a three hundred sixty (360)
day year, with twelve (12) months of thirty (30) days each.

            Section 27.16 The laws of the State of New York applicable to
contracts made and to be performed wholly within the State of New York shall
govern and control the validity, interpretation, performance and enforcement of
this Lease, without reference to New York State's choice of law rules.

            Section 27.17. Each person executing this Lease on behalf of Tenant
hereby covenants, represents and warrants that Tenant is a duly incorporated or
duly qualified (if foreign) limited liability company and is authorized to do
business in the State of New York (a copy of evidence thereof to be supplied to
Landlord upon request); and that each person executing this Lease on behalf of
Tenant is an officer of Tenant and that he or she is duly authorized to execute,
acknowledge and deliver this Lease to Landlord (a copy of a resolution to that
effect to be supplied to Landlord upon request).

            Section 27.18. The captions and article headings are inserted only
as a matter of convenience and for reference and in no way define, limit or
describe the scope of this Lease nor the intent of any provision thereof.

            Section 27.19 The covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective legal representatives, successors, and, except as otherwise provided
in this Lease, their assigns.

            Section 27.20. For the purposes of this Lease and all agreements
supplemental to this Lease, unless the context otherwise requires:

            (a) The words "herein", "hereof", "hereunder" and "hereby" and words
      of similar import shall be construed to refer to this Lease as a whole and
      not to any particular Article or Section unless expressly so stated.

            (b) Tenant's obligations hereunder shall be construed in every
instance as conditions as well as covenants, each separate and independent of
any other terms of this Lease.

            (c) Reference to Landlord as having "no liability" or being "without
liability" shall mean that Tenant shall not be entitled to terminate this Lease,
or to claim actual or constructive eviction, partial or total, or to receive any
abatement or diminution of rent, or to be relieved in any manner of any of its
other obligations hereunder, or to be compensated for loss or injury suffered or
to enforce any other right or liability whatsoever against Landlord under or
with respect to this Lease or with respect to Tenant's use or occupancy of the
Premises, except as

                                     - 37 -
<PAGE>

otherwise expressly provided in this Lease and provided that Tenant does not
waive any rights under law that are not expressly waived in this Lease.

            (d) Reference to "termination of this Lease" or "expiration of this
Lease" and words of like import includes expiration or sooner termination of
this Lease and the Term and the estate hereby granted or cancellation of this
Lease pursuant to any of the provisions of this Lease or to law. Upon the
termination of this Lease, the Term and estate granted by this Lease shall end
at noon on the date of termination as if such date were the Expiration Date, and
neither party shall have any further obligation or liability to the other after
such termination except (i) as shall be expressly provided for in this Lease,
and (ii) for such obligations as by their nature under the circumstances can
only be, or by the provisions of this Lease, may be, performed after such
termination, and, in any event, unless expressly otherwise provided in this
Lease, any liability for a payment (which shall be apportioned as of such
termination) which shall have accrued to or with respect to any period ending at
the time of termination shall survive the termination of this Lease.

            (e) Words and phrases used in the singular shall be deemed to
include the plural and vice versa, and nouns and pronouns used in any particular
gender shall be deemed to include any other gender.

            Section 27.21 By written notice sent to the Landlord prior to June
1, 2007, Tenant may cancel this Lease as of August 31, 2007 in which event when
the Lease expires and terminates shall become August 31, 2007 and the Use and
Occupancy charges set forth in Paragraph 2.01 shall take effect as of September
1, 2007.

            Section 27.22 Landlord shall, as it sole responsibility for
construction work, create demising walls with fire emergency doors at the places
located on Exhibit A and marked as "A" and "B". The area shown on Exhibit A as
cross hatched shall be a common area for both portions of the 19th floor.

            Section 27.23. This Lease is subject to Landlord's obtaining the
approval of the mortgagee, the Bank of America within twenty-one (21) days after
its execution.

            Section 27.24. Provided, Landlord's maintenance personnel coordinate
all access with the Tenant's designated personnel. The Landlord shall have the
right of access to the telephone control room and electricity panels contained
in the Tenant's premises for routine maintenance and emergencies. Landlord will
make all best efforts to give Tenant, if practical, twenty-four (24) hours
notice of its need to access the telephone room and electrical panel box.
Landlord acknowledges and agrees that due to Tenant's security policies, that
all Landlord and Landlord maintenance personnel may be required to sign-in at
the Tenant's reception, show identification and be escorted at all times while
in Tenant's premises.

                                     - 38 -
<PAGE>

            Section 27.25 Tenant will from time to time as requested by Landlord
provide Landlord with an Estoppel Certificate within five (5) business days of
receipt of such request. Failure to provide an Estoppel Certificate in a timely
manner shall be an Act of Default.

                  IN WITNESS WHEREOF, Landlord and Tenant have duly executed the
lease as of the year and date first above written.

                                LANDLORD:

                                TM PARK AVENUE LLC

                                By:
                                   ----------------------------------------

                                TENANT:
                                EPSILON INTERACTIVE LLC

                                By:
                                   ----------------------------------------
                                   Al DiGuido, its President and Managing Member

                                     - 39 -
<PAGE>

                                TABLE OF EXHIBITS

Exhibit A   Diagram of Demised Premises Showing its Division

Exhibit B   Landlord's Work Letter

                                     - 40 -
<PAGE>

                                    EXHIBIT B

LANDLORD'S WORK

      Landlord will construct two (2) demising walls at the places set forth on
Exhibit A as "A" and "B". The demising walls will contain doors which may be
locked by the Tenant and opened from the Landlord's side only in the event of a
fire or similar emergency. In other respects the Premises are delivered as is
and the Landlord has no other work obligations under this Lease.

                                     - 41 -
<PAGE>

State of New York    )
County of New York   ) ss.:

On the ______ day of ___________________ in the year ______ before me, the
undersigned, a Notary Public in and for said State, personally appeared
__________________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.

-----------------------------------
Notary Public

State of New York    )
County of New York   ) ss.:

On the ______ day of ___________________ in the year _____ before me, the
undersigned, a Notary Public in and for said State, personally appeared
__________________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.

-----------------------------------
Notary Public

                                     - 42 -
<PAGE>

                              RULES AND REGULATIONS

      1. The sidewalks, driveways, entrances, passages, courts, lobbies,
esplanade areas, plazas, elevators, vestibules, stairways, corridors or halls
shall not be obstructed or encumbered by any tenant or used for any purpose
other than ingress and egress to and from the Premises and Tenant shall not
permit any of its employees, agents or invitees to congregate in any of said
areas. No doormat of any kind whatsoever shall be placed or left in any public
hall or outside any entry door of the Premises.

      2. No awnings or other projections shall be attached to the outside walls
of the Building. No curtains, blinds, shades or screens shall be attached to or
hung, in, or used in connection with any window or door of the Premises, without
the prior consent of Landlord which will not be withheld, delayed or conditioned
unreasonably. Landlord consents to all curtains, blinds, shades and screens
presently in the Premises. Such curtains, blinds, shades or screens must be of a
quality, type, design and color, and attached in the manner, reasonably approved
by the Landlord.

      3. No sign, insignia, advertisement, lettering, notice or other object
shall be exhibited, inscribed, painted or affixed by Tenant on any part of the
outside or inside (and which is visible from outside) other than from the
elevators the Premises of the Building without the prior consent of Landlord
which will not be withheld, delayed or conditioned unreasonably.

      4. The sashes, sash doors, skylights, windows, and doors that reflect or
admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by any tenant, nor shall any
bottles, parcels, or other articles be placed on the window sills or on the
peripheral air conditioning enclosures.

      5. No showcases or other articles shall be put in front of or affixed to
any part of the exterior of the Building nor placed in the public halls,
corridors or vestibules.

      6. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were designed or
constructed, and no sweepings, rubbish, rags, acids or other substances shall be
thrown or deposited therein. All damages resulting from any misuse of the
fixtures shall be borne by the Tenant, who, or whose servants, employees,
agents, visitors or licensees shall have, caused the same. Any cuspidors or
containers or receptacles used as such in the Premises shall be emptied, cared
for and cleaned by and at the expense of Tenant.

      7. Except as otherwise expressly provided in the lease to which these
rules and regulations are annexed, no tenant shall in any way deface, any part
of the Premises or the Building.

                                     - 43 -
<PAGE>

      8. No vehicles, animals, fish except fish tanks, reptiles, insects or
birds of any kind shall be brought into or kept in or about the Premises.

      9. No noise, including, but not limited to, music or the playing of
musical instruments, recordings, radio or television which, in the reasonable
judgment of Landlord, might disturb other tenants of the Building, shall be made
or permitted by any tenant. Nothing shall be done or permitted in the Building
by any tenant which would impair or interfere with the use or enjoyment by any
other tenant of any other space in the Building.

      10. No tenant, nor any tenant's servants, employees, agents, visitors or
licensees, shall at any time bring or keep upon the Premises any inflammable,
combustible or explosive fluid, chemical or substance other than those normally
used in the ordinary course of Tenant's business.

      11. Additional locks or bolts of any kind which shall not be operable by
the master key for the Building shall not be placed upon any of the doors or
windows by any tenant, nor shall any changes be made in locks or the mechanism
thereof which shall make such locks inoperable by such master key. Each tenant
shall, upon the termination of its tenancy, turn over to Landlord all keys of
stores, offices and toilet rooms, either furnished to, or otherwise procured by,
such tenant, and in the event of the loss of any keys furnished by Landlord,
such tenant shall pay to Landlord the cost thereof.

      12. All removals, or the carrying in or out of any safes, freight,
furniture, packages, boxes, crates or any other objects or matter of any
description must take place during such hours and in such elevators as Landlord
or its agent may reasonably determine from time to time. Landlord reasonably
reserves the right to inspect all objects and matter to be brought into the
Building and to exclude from the Building all objects and matter which violate
any of these Rules and Regulations or the lease of which these Rules and
Regulations are a part. Landlord may require any person leaving the Building
with any package or other objects or matter to submit a pass, listing such
package or object or matter, from the tenant from whose Premises the package or
object or matter is being removed, but the establishment and enforcement of such
requirement shall not impose any responsibility on Landlord for the protection
of any tenant against the removal of property from the Premises of such tenant.
Landlord shall in no way be liable to any tenant for damages or loss arising
from the admission, exclusion or ejection of any person to or from the Premises
or the Building under the provisions of this Rule 12 or of Rule 16 hereof.

      13. Tenant shall not occupy or permit any portion of the Premises to be
occupied as an office for a public stenographer or public typist, or for the
manufacture or sale of liquor, narcotics, dope, tobacco in any form, or as a
barber, beauty or manicure shop, or as a school, or as a hiring or employment
agency. Tenant shall not use the Premises or any part thereof, or permit the
Premises or any part thereof to be used for manufacturing, or for the sale at
retail or auction of merchandise, goods or property of any kind.

                                     - 44 -
<PAGE>

      14. No tenant shall obtain, purchase or accept for use in the Premises
coffee cart, towel, barbering, bootblacking, cleaning, floor polishing or other
similar services from any persons not authorized by Landlord in writing to
furnish such services. Such services shall be furnished only at such hours, in
such places within the Premises, and under such regulations, as may be
reasonably fixed by Landlord.

      15. Landlord shall have the right to prohibit any advertising or
identifying sign by any tenant which, in Landlord's reasonable judgment, tends
to impair the reputation of the Building or its desirability as a building for
offices, and upon notice from Landlord, such tenant shall refrain from and
discontinue such advertising or identifying sign.

      16. All persons entering and/or leaving the Building during hours other
than Business Hours may be required to sign a register.

      17. Tenant, before closing and leaving the Premises at any time, shall see
that all operable windows are closed and all lights are turned out. All entrance
doors in the Premises shall be left locked by tenant when the Premises are not
in use.

      18. Unless Landlord shall furnish electric energy hereunder as a service
included in the rent, Tenant shall, at Tenant's expense, provide artificial
light and electric energy for the employees of Landlord and/or Landlord's
contractors while doing janitor service or other cleaning in the Premises and
while making repairs or alterations in the Premises.

      19. The Premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

      20. The requirements of tenants will be attended to only upon application
at the office of the Building. Employees of Landlord shall not perform any work
or do anything outside of their regular duties, unless under special
instructions from Landlord.

      21. Canvassing, soliciting and peddling in the Building are prohibited and
each tenant shall cooperate to prevent the same.

      22. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or by any others, in the moving or delivery or
receipt of safes, freight, furniture, packages, boxes, crates, paper, office
material, or any other matter or thing, any hand trucks except those equipped
with rubber tires, side guards and such other safeguards as Landlord shall
require.

      23. Tenant shall not cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the Premises
which would annoy other tenants or create a public or private nuisance. No
cooking shall be done in the Premises except as is expressly permitted in the
foregoing lease.

                                     - 45 -
<PAGE>

      24. Landlord reserves the right to rescind, alter or waive any rule or
regulation at any time prescribed for the Building when, in its reasonable
judgment, it deems it necessary or desirable for the reputation, 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 others in the Building. No rescission, alteration or
waiver of any rule or regulation in favor of one tenant shall operate as a
rescission, alteration or waiver in favor of any other tenant.

                                     - 46 -