<PAGE>   1
AGREEMENT OF LEASE, made as of this     day of                , 1999 between
1333 Broadway Associates, a partnership having offices in care of Helmsly-Spear,
Inc. party of the first part, hereinafter referred to as "Landlord" or "Lessor",
and

GERBER CHILDRENSWEAR, INC.

A domestic corporation having offices at New York City, party of the second
part, hereinafter referred to as "Tenant" or "Lessee".

WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the space on the seventh floor, as more particularly shown on the plan
annexed hereto and made a apart hereof. In the building known as 1333 Broadway
in the Borough of Manhattan, City of New York, for the term of 7 years 1 month
(or until such term shall sooner cease and expire as hereinafter provided) to
commence on the 1st day of April, 1999 and to end on the 30th day of April,
2006, both dates inclusive, at an annual rent of $472,905.00 for the period
April 1, 1999 - April 30, 2001, $514,941.00 for the period May 1, 2001 - April
30, 2003 and $556,977.00 for the period May 1, 2003 - April 30, 2006, which
Tenant agrees to pay in lawful money of the United States which shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment, in equal monthly installments of $ * in advance on the first day of
each month during said term, at the office of Landlord or such other place as
Landlord may designate, without any set off or deduction whatsoever, except that
Tenant shall pay the first monthly installment(s) on the execution hereof
(unless this lease be a renewal).

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

RENT

     FIRST:-Tenant  shall  pay the rent  and  additional  rent as  above  and as
hereinafter provided.

ADDITIONAL RENT

     SECOND:-(a) Tenant shall pay to Landlord, as additional rent hereunder, in
advance, on the first day of each and every month during the term hereof, all
sums expended by Landlord and/or which become due to Landlord under this lease
and under any collateral agreements relating to the premises [See Insert (1)].
Tenant's use and occupancy thereof, the supplying by Landlord to Tenant of any
services in connection therewith, together with any fines or penalties imposed
or assessed by any governmental authority by reason of failure to comply with
its requirements.

     (b) If Tenant shall default [See Insert (2)] in the observance or
performance of any term or covenant on Tenant's part to be observed or performed
under or by virtue of any of the terms or provisions in any paragraph of this
lease, Landlord may immediately or at any time thereafter and without notice
perform the same for the account of Tenant, and if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith including, but not limited to, [See Insert (3)] attorneys' fees in
instituting, prosecuting or defending any action or proceeding, such sums paid
or obligations incurred with interest and costs shall be deemed to be additional
rent hereunder.

     (c) The receipt by Landlord at any time of any installment of the regular
stipulated rent hereunder or of any additional rent shall not be deemed to be a
waiver of any other additional rent then due. For the non-

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payment of any additional rent, Landlord shall have all the rights and remedies
which it would have in the case of a default in the payment of the regular
stipulated rent hereunder or any installment thereof.

RENT DUE UNDER OTHER LEASE AS ADDITIONAL RENT

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

USE

     FOURTH:- Tenant shall use and occupy the demised premises for a showroom
and office for the sale, at wholesale only, and display of children's wear1ng
apparel and also for preteens, junior, young Then, young women and other wearing
apparel and related merchandise and/or as an office and for no other purpose.
Tenant shall not suffer or permit the demised premises or any part thereof to be
used by others for any purpose whatsoever, without the prior written consent of
Landlord in each instance.

         *  $39,408.75 for the period April 1, 1999 - April 30, 2001,
            $42,911.75 for the period May 1, 2001 - April 30, 2003, and
            $46,414.74 for the period May 1, 2003 - April 30, 2006

REQUIREMENTS OF LAW

     FIFTH:- [See Insert (3a)]


CERTIFICATE OF OCCUPANCY

     SIXTH:- Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy or certificate of compliance issued
for the building of which the demised premises form a part, and in the event
that any department of the City or State of New York shall hereafter at any time
contend and/or declare by notice, violation, order or in any other manner
whatsoever that the premises hereby demised are used for a purpose which is a
violation of such certificate of occupancy. Tenant shall, upon five (5) days
written notice from Landlord, immediately discontinue said use of such premises.
Failure by Tenant to discontinue such use after such notice shall be considered
a default in the fulfillment of a covenant of this lease, and Landlord shall
have the right to terminate this lease immediately, and in addition thereto
shall have the right to exercise any and all rights and privileges and remedies
given to Landlord by and pursuant to the provisions of Paragraph 40 hereof. The
statement in this lease of the nature of the business to be conducted by Tenant
in demised premises shall not be deemed or construed to constitute a
representation or guaranty by Landlord that such business may continue to be
conducted in the premises for the entire period of the lease or is lawful or
permissible under the certificate of occupancy in effect for the building of
which the demised premises form a part, or otherwise permitted by law. If
alterations or additions, including but not limited to a sprinkler system, are
needed to permit lawful conduct of Tenant's business or to comply with the
certificate of occupancy, the same shall be made by and at the sole expense of
Tenant.

NON-HAZARDOUS USES

     SEVENTH:-Tenant shall not suffer any act to be done or any condition to
exist on the demised premises or any part thereof or any article to brought
thereon, which may be dangerous unless safeguarded as required by law, or by any
insurance carrier having any interest in such conduct or condition or which may,
in law, constitute a nuisance, public or private, and as not to make void or
voidable any insurance applicable to the


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building, under penalty of damages and forfeiture.

SAFETY PRECAUTIONS

     EIGHTH:-Tenant shall not at any time allow smoking on any part of the
premises where stock is stored. Tenant shall store all silk and other textiles
in steel bins or shelving, the bottoms of which shall be at least six inches
above the floor, and the tops of which shall extend at least three inches and
shall have drip points so as to shed water from the goods. No shelving bins
shall be installed without Landlord's prior written consent. Tenant shall make
all floors water-tight by painting or covering them with linoleum or other
water-tight floor covering, Where cleaning fluid is used, it shall be
non-inflammable. Tenant shall use no cleaning fluid not approved in writing by
Landlord. Tenant will not permit the accumulation of waste or refuse matter on
the premises.

TENANT TO KEEP INSURANCE RATE LOW

     NINTH:-Tenant will conduct its business in such a manner as to enable
Landlord or other tenants in the building to obtain the lowest possible
insurance rate upon the entire building in which the demised premises are
located, and will, at its sole expense, comply with all rules, orders,
regulations or requirements of all public liability, fire and insurance policies
in force at any time with respect to the demised premises, as well as all rules,
orders, regulations or requirements of the New York Board of Fire Underwriters
or any other similar body, and shall not do or permit anything to be done in or
upon said premises or bring or keep anything therein, except as now or hereafter
permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance
Rating Organization, or other authority having jurisdiction and then only in
such quantity and manner of storage as not to increase the rate for fire
insurance applicable to the building, or use the premises in a manner which
shall increase the rate of fire insurance on the building of which demised
premises form a part, or on property located therein, over that in effect prior
to this lease. If by reason of failure of Tenant to comply with the provisions
of this paragraph including, but not limited to, the mere use to which Tenant
puts the premises, the fire insurance rate shall at the beginning of this lease
or at any time thereafter be higher than it otherwise would be, then Tenant
shall reimburse Landlord, as additional rent hereunder, for that part of all
fire insurance premiums thereafter paid by Landlord, which shall have been
charged 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" of rate for the building or demised premises issued by the New York
Fire Insurance Exchange, or other body making fire insurance rates for said
premises, shall be conclusive evidence of the facts therein stated and of the
several items and charges in the fire insurance rate then applicable to said
premises. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid, chemical,
substance or material other than silk or other textiles, or cause or permit any
odors of cooking or other processes, or any unusual or other objectionable odors
to permeate from the demised premises. That the premises are being used for the
purpose set forth herein shall not relieve Tenant from the foregoing duties,
obligation and expenses.

     TENTH:-(a) Tenant shall not assign, mortgage or encumber this agreement nor
underlet the demised premises or any part thereof or permit the demised premises
or any part thereof to be occupied by anybody other than Tenant, without the
prior written consent of Landlord in each instance. The transfer of a majority
of the issued and outstanding capital stock of any corporate lessee of this
lease or a majority of the total interest in any partnership Lessee, however
accomplished, and whether in a single


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transaction or in a series of related or unrelated transactions, shall be deemed
an assignment of this lease. If this lease be assigned, or if the demised
premises or any part thereof be underlet or occupied by anybody other than
Tenant, Landlord may, after default by Tenant collect rent from the assignee,
under-tenant or occupant, and apply the net amount collected to the rent herein
reserved, but no such assignment, underletting, occupancy or collection shall be
deemed a waiver of this covenant, or the acceptance of the assignee,
under-tenant or occupant as tenant or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein contained. The
consent by Landlord to an assignment or underletting shall not in any wise be
construed to relieve Tenant from obtaining the express consent in writing of
Landlord to any further assignment or underletting.

     (b) If the demised premises shall be underlet in whole or in part by Tenant
or its heirs, executors, administrators, legal representatives, successors or
assigns, such party shall within three (3) days of such underletting, furnish
Landlord with a duplicate original of such underlease and shall, on demand of
Landlord, supply Landlord within three (3) days of such demand, a written list
of all such undertenants, the terms, including expiration dates of their
under-tenants the rents payable thereunder, and any additional information
requested by Landlord. This provision or compliance therewith, however, shall in
no event be construed to be a consent to any underletting or a waiver of the
covenant against underletting contained herein. Non-compliance by Tenant with
the provisions of this paragraph shall be deemed to be a breach of this lease.

     (c) Tenant assumes and shall be responsible for and liable to Landlord for
all acts and omissions on the part of any present or future under-tenant, their
agents, employees, servants or licensees, and any breach or violation of any of
the terms, covenants, agreements, provisions, conditions and limitations of this
lease, whether by act or omission, by any under-tenant shall constitute a breach
or violation of this lease by Tenant.

WASTE

     ELEVENTH:-Throughout the term of this lease, Tenant will take good care of
the demised premises and appurtenances and suffer no waste, damage,
disfigurement or injury thereto or any part thereof.

ALTERATIONS

     TWELFTH:-(a) Tenant shall make no alterations, decorations, installations,
additions or improvements in or to the demised premises, including, but not
limited to, an air-conditioning or cooling system, unit or part thereof or other
apparatus of like or other nature, nor bring materials in connection therewith
on the demised premises without Landlord's prior written consent, and then only
by contractors or mechanics [See Insert (4)] approved by Landlord, and subject
to plans and specifications approved by Landlord. [See Insert (4a)] work
alterations, decorations, installations, additions or improvements shall be done
at Tenant's sole expense and at such times and in such manner as Landlord may
from lime to time [See Insert (5)] designate. All alterations, decorations,
installations, additions or improvements upon demised premises, made by either
party, including all paneling, decorations, Partitions, railings, mezzanine
floors, galleries, steam, water, and air conditioning systems and units,
shelving, electric fixtures and the like, shall, unless Landlord elects
otherwise [See Insert (6)] become the property of Landlord, and shall remain
upon, and be surrendered with, said premises, as a part thereof, at the end of
the term or renewal term, as the case may be. In the event Landlord shall elect
otherwise, then such alterations, installations, additions or improvements made
by Tenant upon


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the demised premises as the Landlord shall select, shall be removed by Tenant at
Tenant's sole cost and expense. All alterations, decorations, installations,
additions or improvements installed by Tenant may be used by Tenant without
additional charge for such use, and without any right in the Landlord to remove
the same in the absence of any default under this lease during the term hereof.

     b) Tenant, at its own expense, will promptly repair all damage and injury
resulting from such removal and restore the space theretofore occupied by such
fixtures and installations to good order and condition and to character and
appearance equal to that of the area adjacent thereto, in default of any of
which Landlord may at its option cause the same to be done at Tenant's expense
[See Insert (7)]

REPAIRS

     THIRTEENTH:- Tenant shall take good care of the demised premises and the
fixtures and appurtenances therein, and at its sole cost and expense make all
repairs thereto as and when needed to preserve them in good working order and
condition. All damage or injury to the demised premises and to its fixtures,
appurtenances and equipment or to the building of which the same form a pan or
to its fixtures, appurtenances and equipment [See Insert (8)] caused by Tenant's
moving property in or out of the building or by installation or removal of
furniture, fixtures, or other property, or resulting from fire, explosion,
air-conditioning unit or system, short circuits, flow or leakage of water,
steam, illuminating gas, sewer gas, sewerage or odors or by frost or by bursting
or leaking of pipes or plumbing works or gas, or from any other cause of any
other kind or nature whatsoever due to [ See Insert (9) ] of Tenant, its
servants, employees, agents, visitors or licensees shall be repaired, restored
or replaced promptly by Tenant at its sole cost and expense to the satisfaction
of Landlord. All aforesaid repairs, restorations and replacements shall be in
quality and class equal to the original work or installations. If Tenant fails
to make such repairs, restorations or replacements within a reasonable time same
may be made by Landlord at expense of Tenant and collectible as additional rent.

LANDLORD'S LIABILITY, ALTERATIONS OR REPAIRS

     FOURTEENTH:-(a) Except where otherwise provided in this lease, there shall
be no allowance to Tenant for a diminution of rental value and no liability on
the part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord. Tenant or others making any repairs' alterations,
additions or improvements in or to any portion of the building or demised
premises, or in or to fixtures, appurtenances, or equipment thereof, and no
liability upon Landlord for failure of Landlord or others to make any repairs,
alterations, additions or improvements in or to any portion of the building or
demised premises, or in or to the fixtures, appurtenances or equipment thereof.

     (b) Landlord reserves the right to stop service of the electric, water,
sprinkler, steam, air conditioning, elevator, heating and plumbing system when
necessary, by reason of accident, or emergency, or for repairs, alterations,
replacements or improvements, in the [ See Insert (10)] judgment of Landlord
desirable or necessary to be made, until said repairs, alterations, replacements
or improvements shall have been completed.

EMPLOYMENT OF UNION LABOR TO MAKE ALTERATIONS AND REPAIRS

     FIFTEENTH:-Tenant agrees that whenever any alterations, additions,
improvements, changes or repairs to the said premises are consented to by
Landlord, or in the moving of merchandise, fixtures or equipment into the said
building, or moving the same therefore, only such labor under agreement with the
Building Trades Employers' Association of New York


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City, or which shall not cause strikes or concerted labor action by other
employees of the building, and which have the same or similar labor union
affiliations as those employed by Landlord or Landlord's contractors, shall be
employed.

DISCHARGE OF LIENS, ETC

     SIXTEENTH:-(a) Any mechanic's lien filed against the demised premises, or
the building of which the same form a part, for work claimed to have been done
for, or materials claimed to have been furnished to Tenant, shall be discharged
by Tenant within [See Insert (11)], by payment in full or at Tenant's expense,
by filing the bond required by law. If Tenant fails to so pay or file any bond,
Landlord may pay the amount of said lien or discharge the same by deposit, or
otherwise, billing Tenant for all expenses in connection therewith as additional
rent.

  (b) Nothing in this lease contained shall be deemed or construed in any way as
constituting the consent or request of Landlord, express or implied by inference
or otherwise, to any contractor, sub-contractor, laborer or materialman for the
performance of any labor or the furnishing of any materials for any specific
improvement, alteration to, or repair of the demised premises, or any part
thereof, or for the demolition or replacement of the demised premises or any
part thereof.

     (c) Tenant agrees to obtain and deliver to Landlord written and
unconditional waiver of mechanics liens upon the premises or the building after
payments to the contractors, and subject to any applicable provisions of the
Lien Law.

SIGNS

     SEVENTEENTH:-Tenant will not, without Landlord-s written consent,[See Inset
(11a)] place, affix or paint any signs, awnings, projections or advertising
material of any kind upon the exterior of the premises or of the building, not
upon the windows, nor in any location that may be visible from any of the
lobbies or passageways. If Tenant shall cause or permit any sign or other
object, similar or dissimilar, to be placed on or affixed to any part of the
building not inside the space specifically demised hereunder, Landlord shall
have the right, without notice or liability to Tenant, to remove and dispose of
the same and to make any repairs necessitated by such removal, all at Tenant's
sole expense and risk. Landlord's expenses in so doing shall be deemed
additional rent hereunder and collectible as such. [See Insert (11b)]

MISCELLANEOUS PROHIBITED ACTIONS OF TENANT

     EIGHTEENTH:-(a) Tenant will not cause or permit any connection to be made
to the wiring on the electrical panel boards of the building without the prior
written consent and supervision of Landlord.


     (b) Tenant agrees that it will not drive nails in, drill in, disfigure or
deface any part of the building nor suffer the same to be done, nor cause or
permit the floors, walls, doors or ceilings of the demised premises to be
drilled, hammered, pounded or otherwise dealt with in a noisy or disturbing
manner at any time during customary business hours (i.e. between 9:00 A.M. and
5:00 P.M.) whether or not such activities are incidental to or part of work to
which Landlord has consented. [See Insert (11c)]

     (c) Tenant shall not install any pressing equipment, whether connected to
Tenant's gas-flied boiler or to the building steam system, without first having
plans and specifications approved by Landlord.

     The vacuum used by pressing machines for the dying of garments shall be
created by an electrically driven vacuum pump. Tenant shall not use any


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vacuum created by the use of steam from a gas-fired boiler or from the building
steam system.

     (d)Tenant shall not permit any connection to be made at the demised
premises with any high pressure steam lines, electric current lines or water
lines without Landlord's prior written consent.

     (e) Tenant shall not make any electrical or plumbing installation without
Landlord's prior written consent. All water lines must be installed in red
brass.

     (f) Window air-conditioning units shall in no event be installed without
Landlords' prior written approval or be mounted so as to extend outward beyond
the line of the window frame.

     (g)Tenant shall install no linoleum, rubber, mastic or vinyl tile floor
covering, unless it is laid over a layer of felt, double cemented in the manner
approved by Landlord.

     (h) Tenant shall not place a load upon any floor of the demised premises
exceeding the floor load per square foot area which such floor was designed to
carry, and which is allowed by law. Landlord reserves the right to prescribe the
weight and position of all safes which must be placed so as to distribute the
weight. Business machines and mechanical equipment shall be placed and
maintained by Tenant at Tenant's expense in settings sufficient in Landlord's
judgment to absorb and prevent vibration, noise and annoyance. Tenant agrees
that upon the written request of Landlord, Tenant will within fifteen (15) days
of the mailing of such request, provide rubber or other approved settings for
absorbing preventing and decreasing noise and/or vibration from any or all
machines or machinery, such insulation or other devices for the prevention,
decrease or elimination of noise satisfactory to Landlord shall be made in such
manner and of such material as Landlord may direct, In the event that Tenant
fails to comply with the aforesaid request within the fifteen (15) days
aforementioned, Landlord may, at its option, by notice in writing to Tenant,
cause the term of this lease to expire. Landlord in such event shall have the
right to re-enter the premises by summary proceedings or otherwise without
liability. Landlord shall not give less than thirty (30) days' notice of its
election to terminate the lease as above provided. Landlord shall have the right
to enter the demised premises with workmen and materials and to insulate the
machinery as above provided, collecting from Tenant the cost of such work as
additional rent in the event that Tenant fails to comply with the written
request aforementioned after the expiration of fifteen (15) days from the
receipt thereof.

     (i)Tenant shall not move any safe, heavy machinery, heavy equipment,
freight, bulky matter, or fixtures into or out of the building without
Landlord's prior written consent and the filing with Landlord of a Rigger's
Liability Insurance Certificate satisfactory of Landlord. If such safe,
machinery, equipment, freight, 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
Administrative Code of the City of New York.

     (j)If the demised premises be or become infested with vermin, Tenant shall,
at Tenant's expense, cause the same to be exterminated from time to time to the
satisfaction of Landlord, and shall employ such exterminators and such
exterminating company or companies as shall be [See Insert (12)]


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approved by Landlord.

     (k) 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
deposited therein.

     (l) Tenant agrees to provide proper receptacles as called for by the Fire
Department, Board of Fire Underwriters, Fire Insurance Rating Organization or of
the authority having jurisdiction. Tenant hereby agrees to cause its rubbish or
waste to be disposed of at its own cost and expense, subject to all the rules
and regulations that from time to time may be made in connection therewith by
Landlord, including a regulation that Tenant shall use a single rubbish or waste
remover designated by Landlord for the removal of the rubbish or waste of the
tenants in the building. Tenant further agrees that it shall not at any time
store any of its rubbish or waste in the lobbies, foyers, passage-ways or other
spaces adjacent to the premises herein demised, nor shall Tenant place the
rubbish (which is to be taken by the waste remover) in the said areas prior to
5:00 P.M.

     (m) If Tenant is a lessee of any store in said building, the said Tenant
hereby agrees to keep the sidewalk, entrance and passage-ways unencumbered and
unobstructed, and agrees, further, to remove all ice and snow from the sidewalks
immediately in front of the demised premises.

     (n) Tenant will not suffer, permit or allow unusual or objectionable odors
to be produced upon or permeate from the demised premises.

WINDOW CLEANING

     NINETEENTH:-Tenant will not clean, nor require, permit, suffer or allow any
window in the demised premises to be cleaned, from the outside in violation of
Section 202 of the Labor Law or of the rules or the Board of Standards and
Appeals, or of any other board or body having or asserting jurisdiction.

NOTICE OF DAMAGE TO PIPES, OF FIRE

     TWENTIETH:-Tenant shall give prompt notice to Landlord of any accidents to
or defects in the pipes and apparatus in the building or of any fire that may
occur.

LANDLORD'S ACCESS TO PREMISES

     TWENTY-FIRST:-Tenant shall permit Landlord to erect, use and maintain,
pipes and conduits in and through the demised premises[See Insert (13)].
Landlord or Landlord's agents shall have the right to enter the demised premises
at all [See Insert (14)] times to examine the same, and to show them to
prospective purchasers or lessees of the building, and to make such decorations,
repairs, alterations, improvements or additions as Landlord may deem necessary
or desirable, and Landlord and its representatives shall be allowed to take and
store all material into and upon said premises that may be required therefor
without the same constituting an eviction of Tenant in whole or in part and the
rent reserved shall in no wise abate while said decorations, repairs,
alterations, improvements, or additions are being made, by reason of toss or
interruption of business of Tenant, or otherwise. During the six months prior to
the expiration of the term of this lease, or any renewal term, Landlord may [See
Insert (15)] exhibit the premises to prospective tenants or purchasers. If,
during the last month of the term, Tenant shall have removed all or
substantially all of Tenant's property therefrom, Landlord may immediately enter
and alter, renovate and redecorate the demised premises, without elimination or
abatement of rent, or incurring liability


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to Tenant for any compensation, and such acts shall have no effect upon this
lease. If Tenant shall not be personally present to open-and permit an entry
into said premises, at any time, when for any reason an entry therein shall be
necessary or permissible, Landlord or Landlord's agents may enter the same by a
master key, or may forcibly enter the same, without rendering Landlord or such
agents liable therefor (if during such entry Landlord or Landlord's agents shall
accord reasonable care to Tenant's property), and without in any manner
affecting the obligations and covenants of this lease. Nothing herein contained;
however, shall be deemed or construed to impose upon Landlord any obligation,
responsibility or liability whatsoever, for the care, supervision or repair, of
the building or any part thereof, other than as herein provided. Landlord shall
also have the right at any time, without the same constituting an actual or
constructive eviction and without incurring any liability to Tenant therefore,
to change the arrangement and/or location of entrances or passageways, doors and
doorways, and corridors, elevators, stairs, toilets, or other public parts of
the building and to change the name, number or designation by which the building
is commonly known.

ELECTRICITY

     TWENTY-SECOND:-See Rider

WATER SEWER RENTS

     TWENTY-THIRD:- (a) [See Insert (16)] installs a water meter to measure
Tenant's water consumption for all purposes, Tenant shall pay Landlord for the
cost of the meter and the cost of the installation thereof and throughout the
duration of Tenant's occupancy Tenant shall keep said meter and installation
equipment in good working order and repair at Tenant's own cost and expense, in
default of which Landlord may cause such meter and equipment to be replaced or
repaired and collect the cost thereof from Tenant. Tenant agrees to pay for
water consumed, as shown on said meter as and when bills are rendered, and on
default in making such payment Landlord may pay such charges and collect the
same from Tenant. Landlord may inspect such water meter at any time and shall
have access thereto at all [See Insert (17)] times for the purpose of such
inspection.

     (b) In addition to the foregoing, Tenant agrees to pay its proportionate
share of the water consumed in the toilets and other portions of the premises
over which Landlord may reserve control, irrespective of the fact that the same
shall be located outside of the demised premises.

     (c) Tenant covenants and agrees to pay its pro-rata share of the sewer
rent, charge or any other tax, rent levy or charge which now or hereafter is
assessed, imposed or a lien upon the demised premises or the realty of which
they are part pursuant to law, order or regulation made or issued in connection
with the use, consumption, maintenance or supply of water, water system or
sewage or sewage connection or system.

     (d) The bill rendered by Landlord for metered water, sewer or any other
charges provided for in this paragraph "23," shall be based upon Tenant's
consumption and shall be payable by Tenant as additional rent. Any such [See
Insert (18)] costs or expenses incurred or payments made by Landlord for any of
the reasons or purposes hereinabove stated, shall be deemed to be additional
rent payable by Tenant and collectible by Landlord as such. If the building or
the demised premises or any part thereof be supplied with water through a meter
through which water is also supplied to other premises, Tenant shall pay to
Landlord as additional rent, on the first day of each month, $250.00 as Tenant's
portion. Independently of and in addition to any of the remedies reserved to
Landlord hereinabove or elsewhere in this lease, Landlord may sue for and
collect any monies to be


                                       9

<PAGE>   10

paid by Tenant or paid by Landlord for any of the reasons or purposes
hereinabove set forth.

SPRINKLER

     TWENTY-FOURTH:- If the sprinkler system or any of its appliances shall be
damaged or injured or not in proper working order by reason of any [See Insert
(19)] of Tenant, Tenant's agents, servants, employees, licensees or visitors,
Tenant shall forthwith restore the same in good working condition at its own
expense: and if the New York Board of Fire Underwriters or the New York Fire
Insurance Rating Organization or any Bureau, department or official of the State
or City Government, require or recommend that any changes, modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
by reason of Tenant's business, or the location of partitions, trade fixtures,
or other contents of the demised premises, or for any other reason, or if any
such changes, modifications, alterations, additional sprinkler heads or other
equipment, become necessary to prevent the imposition of a penalty or charge
against the full allowance for a sprinkler system in the fire insurance rate as
fixed by said Rating Organization, or by any Fire Insurance Company, Tenant
shall, at Tenant's expense, promptly make and supply such changes,
modifications, alterations, additional sprinkler heads or other equipment.
Tenant shall pay to Landlord as additional rent the sum of $250.00 on the first
day of each month during the term of this lease, as Tenant's portion of the
contract price for sprinkler supervisory service. [See Insert (20)]

AIR CONDITIONING

     TWENTY-FIFTH:-Tenant shall have the privilege of using the air conditioning
system which affects the whole or a portion of the demised premises, and shall,
at its own cost and expense, maintain and operate said system in compliance with
all present and future laws and governmental requirements, and shall obtain all
governmental licenses and permits now or hereafter required. Tenant shall pay
for all electric current, water and refrigerants used in connection with said
system. Tenant, at its own cost and expense, shall make or cause to be made, all
repairs, alterations, changes, additions or improvements in and to said system
which may be necessary or which may be required or recommended by any
governmental authority, and shall furnish all parts and supplies necessary or
desirable in connection therewith, but no alterations, changes, additions or
improvements shall be made by Tenant without the advance written consent of
Landlord. Landlord's charges for electric current, water and refrigerants and
for such parts, supplies, repairs, alterations, changes, additions or
improvements as are caused to be furnished or made by Landlord shall be payable
by Tenant as additional rent upon presentation of Landlord's bill for same. The
non-functioning or defective functioning of said air conditioning system, or
Tenant's inability to operate or maintain the same incompliance with lawful
requirements, or any delay, discomfort or inconvenience suffered by Tenant in
connection therewith, or, without limitation of or by the foregoing, any other
matter or thing related to such system, shall not give rise to any obligation or
liability on the part of Landlord and shall not affect this lease or be deemed
to release or discharge Tenant of any of Tenant's obligations or liabilities
under this lease or otherwise. Title to said system and all present and future
parts thereof is and shall be vested in Landlord.

ELEVATOR

     TWENTY-SIXTH:- (a) As long as Tenant is not in default under any of the
covenants of this lease, Landlord shall provide at least one (1) passenger
elevator 24 hours per day, 7 days per week.

     (b) If the building of which the demised premises are a part supplies


                                       10
<PAGE>   11

manually operated elevator service, Landlord may proceed with alterations
necessary to substitute automatic control elevator service upon ten ( 10) days
written notice to Tenant without in any way affecting the obligations of Tenant
hereunder, provided that the same shall be done with the minimum amount of
inconvenience to Tenant, and Landlord pursues with due diligence the completion
of the alterations. Where automatic control elevator service is now, or
hereafter furnished, and the demised premises contain an entire floor or floors,
Tenant will provide, at its own cost and expense, locks for all entrances to
such floor or floors from the elevators.

     (c) Tenant agrees it will not permit its employees other than office help
to use the passenger elevator in said building, nor will it permit them to use
the stairs leading to and from the passenger entrance to said building. Landlord
may prescribe and regulate which elevator and entrance shall be used by Tenant's
employees and for Tenant's shipping.

HEAT, CLEANING, PUBLIC AREAS

     TWENTY-SEVENTH:-Landlord will: (a) Furnish heat to the demised premise when
and as required by law, on business days during regular business hours.

     (b) Cause to be kept clean the public halls and public portions of the
building, which are used in common by all tenants.

REQUIRED ALTERATIONS MACHINERY

     TWENTY-EIGHTH:-It is expressly agreed that if in consequence of the use of
the demised premises for manufacturing purposes any Municipal or State Authority
requires alterations and additions to such premises or the building of which
they are a part, Landlord, in addition to other remedies provided for in this
lease, shall have the option of terminating this lease on sixty (60) days
written notice to Tenant. Upon expiration of said sixty (60) days, the term of
this lease shall terminate, and Tenant shall immediately vacate the premises. In
such event, Landlord shall refund to Tenant the unearned pro rata portion of any
rent paid in advance. Landlord reserves the privilege of complying with any
order, rule or regulation as aforementioned in order to remove such violation,
if any. In such event, Tenant waives any and all claims for damages growing out
of the work in the building or on the premises in connection therewith. In the
event that the violation can be removed by Tenant's limiting the number of
employees in the demised premises, Tenant shall so limit the number of employees
immediately and no claim for damages or any loss may be made against Landlord
therefor.

FIXTURES & PARTITIONS INSTALLED BY LANDLORD

     TWENTY-NINTH:-Tenant shall have the use of the partitions existing in the
premises demised herein and of all other equipment, fixtures and appurtenances
installed by Landlord prior to or during the term hereof. The ownership of all
such property shall at all times be vested in Landlord and possession thereof
shall revert to Landlord upon the expiration of the lease.

VAULTS

     THIRTIETH:-If any vault space is adjacent to the demised premises, the same
shall not be or be deemed to be part of the demised premises or its
appurtenances. Landlord may permit Tenant to use such vault space gratuitously,
but such permission may be revoked by Landlord at any time on two (2) days'
notice. Landlord shall have the right at any time to cause a wall to be erected
for the purpose of sealing off such vault space from the demised premises. Said
wall may be erected wholly or partly on that portion of the demised premises
which abuts such vault space. Landlord and its designees shall have the right
from time to time to enter and remain upon the demised premises, with men and
materials, for the


                                       11
<PAGE>   12

purpose of erecting such wall. Tenant shall not be entitled to any compensation,
abatement of rent, or other claim by reason of any action taken under this
paragraph by or on behalf of Landlord. Any fee or license charge or tax of
municipal authorities for such vault shall be paid by Tenant.

LIABILITY OF LANDLORD, PROPERTY LOSS, DAMAGE

     THIRTY-FIRST:-Landlord or its agents shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the building, nor for
the loss of or damage to any property of Tenant by theft or otherwise. Landlord
or its agents shall not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling ceilings, falling plaster,
steam, gas, electricity, water, rain or snow or leaks from any part of said
building or from the pipes, appliances or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, including but not limited to the making of repairs
and improvements. Unless caused by or due to the negligence [See Insert (20a)]
of Landlord, its agents, servants or employees: nor shall Landlord or its agents
be liable for any such damage caused by other tenants or persons in said
building or caused by operations in construction of any private, public or quasi
public work: nor shall Landlord be liable for any latent defect in the demised
premises or in the building of which they form a part. Tenant shall give
immediate notice to Landlord in case of fire or accidents in the demised
premises or in the building or of defects therein or in any fixtures or
equipment.

INDEMNITY

     THIRTY-SECOND:-Tenant shall, throughout the term and thereafter. indemnify
Landlord and save it harmless and free from damages, liabilities, penalties,
losses, expenses, causes of action, claims, suits and judgments, as well as all
expenses and [See Insert (21)] attorneys' fees, arising from injury during said
term to person or property of any nature, and also for any matter or thing
growing out of the occupation of the demised premises occasioned in whole or
part by [See Insert (21a)] acts, omission or omissions of Tenant, its employees,
guests, agents, assigns or undertenants [See Insert (22)].

LIABILITY OF LANDLORD, SERVICE INTERRUPTION, ACTS BEYOND CONTROL

     THIRTY-THIRD:-Neither this lease nor any obligation hereunder on Tenant's
part to be performed (including, but not limited to, Tenant's obligation to pay
the rents provided for hereunder) shall in any wise be released, discharged,
impaired, excused or otherwise affected because of Landlords inability to
supply, furnish or make such services, fixtures, equipment, repairs, additions,
improvements, alterations and/or decorations, if any, as Landlord may be
required to supply, furnish or make hereunder or in connection herewith, or
because of any delay in supplying, furnishing or making any of the foregoing, if
such inability or delay directly or indirectly results from or is caused by or
attributable to any cause or thing whatsoever beyond Landlord's control,
including, but not limited to, any law or ordinance or any governmental order,
rule, regulation or requirement, or any shortages in supplies, materials or
labor, or any acts of God, or any labor difficulties, disasters or acts of
public enemies, and in any such event Landlord shall be relieved of any
liability to Tenant which it might otherwise have had by reason of any such
requirement. Lessee agrees to look solely to Lessor's estate and interest in the
land and building, or the lease of the building or of the land and building, and
the demised premises, for the satisfaction of any right or remedy of Lessee for
the collection of a judgment (or other judicial process) requiring the payment
of money by Lessor, in the event of any liability by Lessor, and no other
property or assets of Lessor shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Lessee's remedies under or with
respect to this lease, the


                                       12
<PAGE>   13

relationship of Landlord and Tenant hereunder, or Lessee's use and occupancy of
the demised premises or any other liability of Lessor to Lessee (except for
negligence).

SUBORDINATION

     THIRTY-FOURTH:-This lease is and shall be subject and subordinate at all
times to all present or future leases and subleases of the entire building or of
the land and entire building of which the demised premises form a part, and to
all mortgages which now affect or may hereafter affect or be made in respect of
such leases and subleases or the real property of which the demised premises
form a part (whether or not such leases or mortgages also affect any other or
additional real property), and to all renewals, modifications, consolidations,
replacements and extensions thereof, and to all advances made or hereafter to be
made upon the security thereof. This clause shall be self-operative and no
further instrument in writing to effectuate such subordination shall be
necessary. In confirmation of such subordination, however, Tenant shall on [See
Insert (23)] promptly execute, acknowledge and deliver such further instruments
or certificates that Landlord may request. In the event that any Master Lease or
any other ground or underlying lease is terminated, or any mortgage foreclosed,
this lease shall not terminate or be terminable by Lessee unless Lessee was
specifically named in any termination or foreclosure judgment or final order. In
the event that the Master Lease or any other ground or underlying lease is
terminated as aforesaid. Lessee agrees to enter into a new lease covering the
within premises, for the remaining term of this lease and otherwise on the same
terms, conditions and rentals as herein provided, with and at the election of
the holder of any superior lease, or if there is no superior lease in existence,
then with and at the election of the holder of the fee title to the premises. If
the current term of the Master Lease shall expire prior to the date set forth
herein for the expiration of this lease, then, unless Lessor, at its sole
option, shall have elected to extend or renew the term of the Master Lease, the
term of this lease shall expire on the date of expiration of the Master Lease,
notwithstanding the later expiration date hereinabove set forth. If the Master
Lease is renewed, then the term of this lease shall expire as hereinabove set
forth. From time to time, Lessee, on at least ten (10) days' prior written
request by Lessor, will deliver to Lessor a statement in writing certifying that
this lease is unmodified and in full force and effect (or if there shall have
been modifications, that the same is in full force and effect as modified and
stating the modifications) and the dates to which the rent and other charges
have been paid and stating whether or not the Lessor is in default in
performance of any covenant, agreement or condition contained in this lease and,
if so, specifying each such default of which Lessee may have knowledge. This
paragraph shall not be deemed modified in whole or in part by any provision of
this lease or any rider thereto during the term hereof. Unless such provisions
or rider shall by its terms expressly so modify it.

FIRE

     THIRTY-FIFTH:-In the event of damage by fire, or other action of the
elements, to the demised premises not rendering all of them unfit for occupancy.
Landlord shall repair the same with reasonable dispatch after notice of such
damage, and the rent accrued or accruing shall cease [See Insert (24)]: but if
the damage be so extensive as to render all of the demised premises
untenantable, the rent shall [See Insert (25)] cease until they be repaired,
provided the damage be not caused by the [See Insert (26)] of Tenant, or of the
agents or servants of Tenant. No penalty shall accrue for reasonable delay which
may arise by reason of adjustment of insurance on the part of Landlord and/or
Tenant, and for reasonable delay on account of "labor troubles" or any other
cause beyond Landlord's control. If the demised premises are totally damaged or
are rendered


                                       13
<PAGE>   14

wholly untenantable by fire or other cause, and if Landlord shall decide not to
restore or not to rebuild the same, or if the building shall be so damaged that
Landlord shall decide to demolish it or to rebuild it, or if the cost of
restoration of the building of which the demised premises are a part, resulting
from the aforesaid fire or other casualty shall exceed the sum of $3,000,000,
then or in any of such events Landlord may, within ninety (90) days after such
fire or other cause, give Tenant a notice in writing of termination, which
notice shall be given as provided in this lease, and thereupon the term of this
lease shall expire by lapse of time upon the third day after such notice is
given, and Tenant shall vacate the demised premises and surrender the same to
Landlord upon the termination of this lease under the conditions provided for in
the sentence immediately preceding, Tenant's liability for rent shall cease as
of the day following the casualty. Tenant hereby expressly waives the provisions
of Section 227 of the Real Property Law and agrees that the foregoing provisions
of this paragraph shall govern and control in lieu thereof. If the damage or
destruction be due to the fault or neglect of Tenant, the debris shall be
removed by and at the expense of Tenant [See Insert (27)].

CONDEMNATION

     THIRTY-SIXTH:-If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding. If any part of the
land or the building of which the demised premises are a part shall be so
acquired or condemned, then and in that event the term of this lease, at the
option of Landlord, shall cease and terminate on ten (10) days' notice by
Landlord to Tenant. In neither event shall Tenant have any claim for the value
of any unexpired term of said lease [See Insert (28)].

BANKRUPTCY

     THIRTY-SEVENTH:-If, when and to the extent permitted by law, the parties
agree that the following provisions shall apply to this lease and tenancy (and
that the provisions of II U.S.C. ss. 365(b) shall be applied):
     (a) If at any time prior to the date herein fixed as the commencement of
the term of this lease there shall be filed against Tenant thereof or if such
filing is made by Tenant in any court pursuant to any statute either of the
United States or of any State a petition in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, and within [See Insert (29)] days thereof Tenant
fails to secure a discharge thereof, or if Tenant makes an assignment for the
benefit of creditors, or petition for or enter into an arrangement this lease
shall ipso facto be cancelled and terminated, and in which event, neither Tenant
nor any person claiming through or under Tenant or by virtue of any statute or
of an order of any court shall be entitled to possession of the demised premises
and Landlord, in addition to the other rights and remedies given by (c) hereof
and by virtue of any other provision herein or elsewhere in this lease contained
or by virtue of any statute or rule of law, may retain as liquidated damages any
rent, security, deposit or monies, received by him from Tenant or others in
behalf of Tenant upon the execution hereof.

     (b) If at the date fixed as the commencement of the term of this lease or
if at any time during the term hereby demised, there shall be filed against
Tenant thereof or if such filing is made by Tenant in any court pursuant to any
statute of the United States or any State a petition of bankruptcy or insolvency
or for reorganization or for the appointment of a receiver or trustee of all or
a portion of Tenant's property, and within [See Insert (30)] days thereof Tenant
fails to secure a discharge thereof, or if Tenant makes an assignment for the
benefit of creditors or petition


                                       14
<PAGE>   15

for or enter into an arrangement, this lease, at the option of Landlord,
exercised within a reasonable time after notice or the happening of any one or
more of such events, may be cancelled and terminated, and in which event neither
Tenant nor any person claiming through or under Tenant by virtue of any statute
or of an order of any court shall be entitled to possession or to remain in
possession of the premises demised, but shall forthwith quit and surrender the
premises, and Landlord, in addition to the other rights and remedies Landlord
has by virtue of any other provision herein or elsewhere in this lease contained
or by virtue of any statute or rule of law, may retain as liquidated damages any
rent, security deposit or monies received by him from Tenant or others in behalf
of Tenant.

     (c) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) or (b) hereof, Landlord shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the then fair and reasonable rental value of the demised
premises for the same period. In the computation of such damages, the difference
between any installment of rent becoming due hereunder after the date of
termination and the fair and reasonable rental value of the demised premises for
the period for which such installment was payable shall be discounted to the
date of termination at the rate of four percent (4%) per annum. If such premises
or any part thereof be re-let by Landlord for the unexpired term of said lease,
or any part thereof, before presentation of proof of such liquidated damages to
any court, commission or tribunal, the amount of rent reserved upon such
re-letting shall be prima facie to be the fair and reasonable rental value for
the part or the whole of the premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right of
Landlord to prove for and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.

SECURITY

     THIRTY-EIGHTH:-Deleted

DEFAULT

     THIRTY-NINTH:-(a) If Tenant defaults in fulfilling any of the covenants of
this lease other than the covenants for the payment of rent or additional rent,
or of any ancillary agreement, or if the demised premises become vacant or
deserted. Then, in any one or more of such events, upon Landlord serving a
written [See Insert (31)] days' notice upon Tenant specifying the nature of said
default and upon the expiration of said [See Insert (31)] days, if Tenant shall
have failed to comply with or remedy such default, or if the said default or
omission complained of shall be of such a nature that the same cannot be
completely cured or remedied within said [See Insert (31)] days period, and if
Tenant shall not have diligently commenced curing such default within such [See
Insert (31)] day period and shall not thereafter with reasonable diligence and
in good faith proceed to remedy or cure such default, then Landlord may serve a
written [See Insert (32)] days' notice of cancellation of this lease upon
Tenant, and upon the expiration of said [See Insert (32)] days, this lease and
the term thereunder shall end and expire as fully and completely as if the date
of expiration of such [See Insert (32)] day period were the day herein
definitely fixed for the end and expiration of this lease and the term thereof,
and Tenant shall then quit and surrender the demised


                                       15

<PAGE>   16

premises to Landlord, but Tenant shall remain liable as hereinafter provided.

     (b) If the notice provided for in (a) hereof shall have been given, and the
term shall expire as aforesaid: or (1) if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein provided;
or (2) if any execution or attachment shall be issued against Tenant or any of
Tenant's property whereupon the demised premises shall be taken or occupied or
attempted to be taken or occupied by someone other than Tenant; or (3) if Tenant
shall make default with respect to any other lease between Landlord and Tenant;
or (4) if Tenant shall fail to move into or take possession of the premises
within [See Insert (34)] of which fact Landlord shall be the sole judge; then
and in any or such events Landlord may without notice, reenter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise; and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder [See Insert (35)] prior to the date fixed as
the commencement of any renewal or extension of this lease. Landlord may cancel
and terminate such renewal or extension agreement by written notice.

     (c) If Tenant is presently in possession of the demised premises pursuant
to a lease in writing heretofore made and if, before the commencement of the
term herein provided the aforesaid lease shall be terminated or Tenant shall be
dispossessed or shall voluntarily or involuntarily vacate, surrender or remove
from the demised premises, then this lease shall, at the option of Landlord, be
terminated, but Tenant shall nevertheless remain liable as hereinbefore
provided.

REMEDIES OF LANDLORD

     FORTIETH:-In case of any such default, re-entry, expiration and/or
dispossess by summary proceedings or otherwise, (a) the rent and additional rent
shall become due thereupon and be paid up to the time of such reentry,
dispossess and/or expiration, together with such expenses as Landlord may incur
for legal expenses, attorneys' fees, brokerage, and/or putting the demised
premises in good order, or for preparing the same for re-rental; (b) Landlord
may re-let the premises or any part or parts thereof, either in the name of
Landlord or otherwise, for a term or terms, which may at Landlord's option be
less than or exceed the period which would otherwise have constituted the
balance of the term of this lease and may grant concessions or free rent; and/or
(c) Tenant or the legal representatives of Tenant shall also pay Landlord as
liquidated damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of the demised premises for each
month of the period which would otherwise have constituted the balance of the
term of this lease. The rent received from any re-letting or relettings, but
only for the unexpired portion of this lease, shall be applied first to the
payment of Landlord's expenses in resuming possession and re-letting the
premises, which expenses shall include but not be limited to attorneys' fees,
brokerage commissions, cleaning, repairs, painting and decoration. The balance,
if any, shall be applied in payment of all unpaid rent, additional rent and
other charges due from Tenant hereunder, irrespective of whether the liability
therefor arose prior or subsequent to the date of the expiration of the term
hereof. Tenant hereby covenants


                                       16
<PAGE>   17

and agrees to pay to Landlord, within a reasonable time after demand therefor
shall be made, the balance, if any, remaining unpaid. In the event that any
re-letting hereunder results in Landlord's receiving from Tenant in any month an
amount in excess of the amount due for such month, then and in that event Tenant
shall not be obligated to make any payment to Landlord for rent due in such
month, nor shall Landlord at any time be obligated to make any refund or apply
any credit to Tenant with respect to such rent, and Tenant shall have no claim
by way of defense to a suit or otherwise that Landlord has received for any
prior month or that any new tenant has agreed to pay for any subsequent month a
greater amount than that hereinabove reserved to be paid as rent for that month.
The failure or refusal of Landlord to re-let the premises or any part or parts
thereof shall not release or affect Tenant's liability for damages. Any security
in Landlord's possession not retained by it as liquidated damages may be applied
by it for any or all of the aforesaid purposes. Any such liquidated damages
shall be paid as additional rent hereunder in monthly installments by Tenant on
the rent day specified in this lease and any suit brought to collect the amount
of the deficiency for any month shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Landlord, at Landlord's option, may make such alterations, repairs,
replacements and/or decorations in the demised premises as Landlord in
Landlord's sole judgment considers advisable and necessary for the purpose of
re-letting the demised premises; and the making of such alterations and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Landlord shall in no event be liable in any way
whatsoever for failure to re-let the demised premises, or in the event that the
demised premises are re-let, for failure to collect the rent thereof under such
re-letting. In the event of a breach or threatened breach by Tenant of any of
the covenants or provisions hereof, Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or inequity as if re-entry,
summary proceedings and other remedies were not herein provided for. Mention in
this lease of any particular remedy, shall not preclude Landlord from any other
remedy, in law or in equity.

COURT ORDER RELATING TO RENT

     FORTY-FIRST:-DELETED

WAIVER OF TRIAL BY JURY

     FORTY-SECOND:-It is mutually agreed by and between Landlord and Tenant that
the respective parties hereto shall and they hereby do waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties hereto
against the other 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 said premises, except for personal injury or property damage, or
involving the right to any statutory relief or remedy. Tenant will not interpose
any counterclaim of any nature in any summary proceeding [See Insert (35a)]. The
provisions of this paragraph shall be binding upon the respective heirs,
distributees, executors, administrators, successors and assigns of the parties
hereto and all subtenants hereunder.

WAIVER OF REDEMPTION

     FORTY-THIRD:-Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of demised premises, by reason of the violation by Tenant
of any of the covenants and conditions of this lease, or otherwise.


                                       17
<PAGE>   18

NO WAIVER

     FORTY-FOURTH:-(a) If there be any agreement between Landlord and Tenant
providing for the cancellation of this lease upon certain provisions or
contingencies, and/or an agreement for the renewal hereof at the expiration of
the term first above mentioned, the right to such renewal or the execution of a
renewal agreement between Landlord and Tenant prior to the expiration of such
first mentioned term shall not be considered an extension thereof or a vested
right in Tenant to such further term, so as to prevent Landlord from canceling
this lease and any such extension thereof during the remainder of the original
term hereby granted; such privilege, if and when so exercised by Landlord, shall
cancel and terminate this lease and any such renewal or extension previously
entered into between said Landlord and Tenant or the right of Tenant to any such
renewal or extension: any right herein contained on the part of Landlord to
cancel this lease shall continue during any extension or renewal hereof; any
option on the part of Tenant herein contained for an extension or renewal hereof
shall not be deemed to give Tenant any option for a further extension beyond the
first renewal or extended term.

     (b) No act or thing done by Landlord or Landlord's agents during the term
hereby demised shall be deemed an acceptance of a surrender of said demised
premises, and no agreement to accept such surrender shall be valid unless in
writing signed by Landlord. In the event that any payment herein provided for by
Tenant to Landlord shall become overdue for a period in excess of ten (10) days,
then at Landlord's option a "late charge" for such period, or any part thereof,
shall become immediately due and owing to Landlord, as additional rent by reason
of the failure of Tenant to make prompt payment, at the following rates: for
individual and partnership tenants, said late charge shall be computed at the
maximum legal rate or interest; for corporate or governmental entity tenants the
late charge shall be computed at two percent per month unless there is an
applicable maximum legal rate of interest which then shall be used. No employee
of Landlord or of Landlord's agents shall have any power to accept the keys of
said premises prior to the termination of the lease. The delivery of keys to any
employee of Landlord or of Landlord's agents shall not operate as a termination
of the lease or a surrender of the premises. In the event of Tenant at any time
desiring to have Landlord sublet the premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this lease, and Tenant hereby
relieves Landlord of any liability for loss of or damage to any of Tenant's
effects in connection with such subletting.

     (c) The failure of Landlord to seek redress for violation of, or to insist
upon the strict performance of, any covenant or condition of this lease, or any
of the Rules and Regulations set forth or hereafter adopted by Landlord, shall
not prevent a subsequent act, which would have originally constituted a
violation, from having all the force and effect of an original violation. The
receipt by Landlord of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach.

     (d) The failure of Landlord to enforce any of the Rules and Regulations set
forth, or hereafter adopted, against Tenant and/or any other tenant in the
building shall not be deemed a waiver of any such Rules and Regulations. No
provision of this lease shall be deemed to have been waived by Landlord, unless
such waiver be in writing signed by Landlord.

     (e) No payment by Tenant or receipt by Landlord of a lesser amount than


                                       18
<PAGE>   19

the monthly rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy in this lease provided.

LICENSE

     FORTY-FIFTH:-Tenant covenants that Tenant will not, without the consent of
Landlord first obtained in each case, make or grant any license in respect of
the demised premises or any part thereof, or in respect of the use thereof and
will not permit any such license to be made or granted.

GLASS AND GLASS INSURANCE

     FORTY-SIXTH-Landlord shall replace, at the expense of Tenant, [See Insert
(35b)] any and all plate and other glass damaged or broken from any cause
whatsoever in and about the demised premises. Landlord may insure, and keep
insured, at Tenant's expense, all plate and other glass in the demised premises
for and in the name of Landlord. Bills for the premiums therefor shall be
rendered by Landlord to Tenant at such times as Landlord may elect, and shall be
due from, and payable by, Tenant when rendered, and the amount thereof shall be
deemed to be, and be paid as, additional rent.

ADJACENT EXCAVATION-SHORING

     FORTY-SEVENTH:-If an excavation shall be made upon land adjacent to the
demised premises, or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon the
demised premises [See Insert (36)] for the purpose of doing such work as said
person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Landlord,
or diminution or abatement of rent.

BILLS AND NOTICES

     FORTY-EIGHTH:-Except as otherwise in this lease provided, a bill,
statement, notice or communication which Landlord may desire or be required to
give to Tenant, shall be deemed sufficiently given or rendered if in writing
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the building of which the demised premises form a part or at the
last known residence address or business address of Tenant or left at any of the
aforesaid premises addressed to Tenant, and the time of the rendition of such
bill or statement and of the giving of such notice or communication shall be
deemed to be the time when the same is delivered to Tenant, [See Insert (37)].
Any notice by Tenant to Landlord must be served by registered or certified mail
addressed to Landlord at the address first hereinabove given or at such other
address as Landlord shall designate by written notice [See Insert (38)].

QUIET ENJOYMENT

     FORTY-NINTH:-If and so long as Tenant pays the rent and additional rent
reserved hereby and performs and observes the covenants and provisions hereof,
Tenant shall quietly enjoy the demised premises, subject, however, to the terms,
conditions, exceptions and reservations of this lease, and to the ground,
underlying and overriding leases and mortgages hereinbefore mentioned.

QUIT AND SURRENDER

     FIFTIETH:-Upon the expiration or other termination of the term of this
lease. Tenant shall quit and surrender to Landlord the demised premises, broom
clean, in good order and condition, ordinary wear excepted. Lessee acknowledges
that possession of the demised premises must be surrendered to the Lessor at the
expiration or sooner termination of the term of this Lease. Lessee agrees it
shall indemnify and save Lessor harmless against costs, claims, loss or
liability resulting from delay by Lessee in so


                                       19

<PAGE>   20

surrendering the demised premises, including, without limitation, any claims
made by any succeeding tenant, founded on such delay. The parties recognize and
agree that the damage to Lessor resulting from any failure by Lessee timely to
surrender possession of the demised premises as aforesaid will be extremely
substantial will exceed the amount of monthly rent theretofore payable
hereunder, and will be impossible of accurate measurement, Lessee therefore
agrees that if possession of the demised premises is not surrendered to Lessor
within seven (7) days after the date of the expiration or termination of the
term of this Lease, then Lessee agrees to pay Lessor as liquidated damages for
each month and for each portion of any month during which Lessee holds over in
the premises after expiration or termination of the term of this Lease, a sum
equal to [See Insert (40)] times the average rent and additional rent which was
payable per month under this Lease during the last six months of the term
thereof. The aforesaid provisions of this article shall survive the expiration
or sooner termination of the term of this Lease. If the last day of the term of
this lease or any renewal thereof falls on Sunday, this lease shall expire on
the business day immediately preceding.

FAILURE TO GIVE POSSESSION

     FIFTY-FIRST:-If Landlord shall be unable to give possession of the demised
premises on the date of the commencement of the term hereof for any reason.
Landlord shall not be subject to any liability. Under such circumstances, the
rent reserved and covenanted to be paid herein shall not commence until the
possession of demised premises is given or the premises are available for
occupancy by Tenant, and no such failure to give possession on the date of
commencement of the term shall in any wise affect the validity of this lease or
the obligations of Tenant hereunder, nor shall same be construed in any wise to
extend the term of this lease. If Landlord is unable to give possession of the
demised premises on the date of the commencement of the term hereof by reason of
the holding over or retention of possession of any tenant, tenants or occupants
or for any other reason, or if repairs, improvements or decorations of the
demised premises or of the building of which said premises form a part, are not
completed, no abatement or diminution of the rent to be paid hereunder shall be
allowed to Tenant nor shall the validity of the lease be impaired under such
circumstances. If permission is given to Tenant to enter into the possession of
the demised premises or to occupy premises other than the demised premises prior
to the date specified as the commencement of the term of this lease. Tenant
covenants and agrees that such occupancy shall be deemed to be under all the
terms, covenants, conditions and provisions of this lease, except as to the
covenant to pay rent. In either case rent shall commence on the date specified
in this lease.

REPRESENTATIONS

     FIFTY-SECOND:-Landlord or Landlord's agents have made no representations or
promises with respect to the said building or demised premises except as herein
expressly set forth. The taking possession of the demised premises by Tenant
shall be conclusive evidence, as against Tenant, that Tenant accepts same "as
is" and that said premises and the building of which the same form a pan were in
good and satisfactory condition at the time such possession was so taken.

RENT CONTROL

     FIFTY-THIRD:-In the event the fixed annual rent or additional rent or any
part thereof provided to be paid by Lessee under the provisions of this lease
during the demised term shall become uncollectible or shall be reduced or
required to be reduced or refunded by virtue of any Federal. State, County or
City law, order or regulation, or by any direction of a public officer or body
pursuant to law, or the orders, rules, code, or regulations of any organization
or entity formed pursuant to law, whether such organization or entity be public
or private, then Lessor, at its


                                       20
<PAGE>   21

option, may at any time thereafter terminate this lease, by not less than [See
Insert (41)] days written notice to Lessee, on a date set forth in said notice,
in which event this lease and the term hereof shall terminate and come to an end
on the date fixed in said notice as if the said date were the date originally
fixed herein for the termination of the demised term. Lessor shall not have the
right so to terminate this lease if Lessee within such period of [See Insert
(41)] days shall in writing lawfully agree that the rentals herein reserved are
reasonable rentals and agree to continue to pay said rentals and if such
agreement by Lessee shall be legally enforceable by Lessor.

COVENANTS BINDING SUCCESSORS

     FIFTY-FOURTH:-The covenants, conditions and agreements contained in this
lease shall bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors, and,
except as otherwise provided in this lease, their assigns.

LEASE EMBODIES UNDERSTANDING OF PARTIES

     FIFTY-FIFTH:-Except as may be otherwise contained in a written instrument
or instruments duly executed and delivered by and between the parties hereto,
this lease contains the entire agreement and understanding of the parties with
respect to the demised premises and the respective rights and duties of the
parties in relation thereto and in relation to each other. There are no oral
understandings or agreements between the parties of any kind. Landlord has made
no representations or warranties to Tenant of any kind. All oral
representations, warranties and promises prior to or contemporaneous with this
written lease (if any be claimed) are and shall be deemed merged into this
lease. This lease cannot be changed or supplemented orally. All promises and
agreements made by or between the parties subsequent to the execution and
delivery of this lease shall be and be deemed to be null, void and unenforceable
unless contained in a writing duly executed and delivered by and between the
parties hereto, whether or not the same relate in any way to this lease or any
matter covered hereby [See Insert (41a)].

DEFINITIONS

     FIFTY-SIXTH:-(a) 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 entire building or of the land and
entire building) of which the demised premises form a part so that in the event
of any sale or sales of said land and entire building or of any transfer or
conveyance of said lease or in the event of a lease of said entire building or
of the land and entire building, the said Landlord shall be, and hereby is
entirely freed and relieved of all liability for the performance of all
covenants and obligations on the part of Landlord to be performed hereunder, and
it shall be deemed and considered without further agreement between the parties
or other successors in interest or between the parties and the purchaser at any
such sale or any transferee or mortgagee or any lessee of the entire building or
of the land and entire building that the purchaser, lessee, transferee or
grantee has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder. Tenant acknowledges that it has been informed
and understands that Landlord is a lessee of the land and entire building of
which the demised premises form a part. The term "lease of the entire building
or of the land and entire building" shall be deemed to include a sublease
thereof, and the term "lessee of the entire building or of the land and entire
building" shall he deemed to include a sublessee thereof.

     (b) The words "re-entry" as used in this lease are not restricted to their
technical legal meaning.


                                       21

<PAGE>   22

     (c) The term "business days" as used in this lease shall exclude Saturdays
(except such portion thereof as is covered by the insertion of specific hours
herein). Sundays and all days observed by the State or Federal Government as
legal holidays.

     (d) From time to time, Tenant, on at least ten (10) days prior written
request by Landlord, will deliver to Landlord a statement in writing certifying
that this lease is unmodified and in full force and effect (or if there shall
have been modifications, that the same is in full force and as modified and
stating the modifications) and the dates to which the rent and other charges
have been paid and stating whether or not Landlord is in default in performance
of any covenant, agreement or condition contained in this lease and if so,
specifying each such default of which Tenant may have knowledge.

COST OF LIVING ADJUSTMENTS

     FIFTY-SEVENTH:-The fixed annual rent reserved in this lease and payable
hereunder shall be adjusted, as of the times and in the manner set forth in this
Article:

     (a) Definition: For the purposes of this Article, the following definitions
shall apply:

     (i) The term "Base Year" shall mean the full calendar year during which the
term of this lease commences.

     (ii) The term "Price Index" shall mean the Consumer Price Index published
by the Bureau of Labor Statistics of the U.S. Department of Labor, All Items,
New York, N.Y.-Northeastern, N.J., all urban consumers (presently denominated
"CPI-U"), or a successor or substitute index appropriately adjusted.

     (iii) The term "Price Index for the Base Year" shall mean the average of
the monthly An Items Price Indexes for each of the 12 months of the Base Year.

     (b) Effective as of each January and July subsequent to the Base Year,
there shall be made a cost of living adjustment of the fixed annual rental rate
payable hereunder. The July adjustment shall be based on the percentage
difference between the Price Index for the preceding month of June and the Price
Index for the Base Year. The January adjustment shall be based on such
percentage difference between the Price Index for the preceding month of
December and the Price Index for the Base Year.

     (i) In the event the Price Index for June in any calendar year during the
term of this lease reflects an increase over the Price Index for the Base Year,
then the fixed annual rent herein provided to be paid as of the July 1st
following such month of June (unchanged by any adjustments under this Article)
shall be multiplied by the percentage difference between the Price Index for
June and the Price Index for the Base Year, and the resulting sum shall be added
to such fixed annual rent, effective as of such July 1st. Said adjusted fixed
annual rent shall thereafter be payable hereunder, in equal monthly
installments, until it is readjusted pursuant to the terms of this lease.

     (ii) In the event the Price Index for December in any calendar year during
the term of this lease reflects an increase over the Price Index for the Base
Year, then the fixed annual rent herein provided to be paid as of the January
1st following such month of December (unchanged by any adjustments under this
Article) shall be multiplied by the percentage


                                       22
<PAGE>   23

difference between the Price Index for December and the Price Index for the Base
Year, and the resulting sum shall be added to such fixed annual rent effective
as of such January 1st. Said adjusted fixed annual rent shall thereafter be
payable hereunder, in equal monthly installments, until it is readjusted
pursuant to the terms of this lease.

     The following illustrates the intentions of the patties hereto as to the
computation of the aforementioned cost of living adjustment in the annual rent
payable hereunder.

     Assuming that said fixed annual rent is $10,000, that the Price Index for
the Base Year was 102.0 and that the Price Index for the month of June in a
calendar year following the Base Year was lO5.0, then the percentage increase
thus reflected, i.e. 2.94l%(3.0/102.0) would be multiplied by $10,000, and said
fixed annual rent would be increased by $294.10 effective as of July 1st of said
calendar year.

     In the event that the Price Index ceases to use 1967=100 as the basis of
calculation or if a substantial change is made in the terms or number of items
contained in the Price Index, then the Price Index shall be adjusted to the
figure that would have been arrived at had the manner of computing the Price
Index in effect at the date of this lease not been altered. In the event such
Price Index (or a successor or substitute index) is not available, a reliable
governmental or other non-partisan publication evaluating the information
theretofore used in determining the Price Index shall be used.

     No adjustments or recomputations, retroactive or otherwise, shall be made
due to any revision which may later be made in the first published figure of the
Price Index for any month.

     (c) Landlord will cause statements of the cost of living adjustments
provided for in subdivision (b) to be prepared in reasonable, detail and
delivered to Tenant.

     (d) In no event shall the fixed annual rent originally provided to be paid
under this lease (exclusive of the adjustments under this Article) be reduced by
virtue of this Article.

     (e) Any delay or failure of Landlord, beyond July or January of any year,
in computing or billing for the rent adjustments hereinabove provided shall not
constitute a waiver of or in any way impair the continuing obligation of Tenant
to pay such rent adjustments hereunder.

     (f) Notwithstanding any execution or termination of this lease prior to the
lease expiration date (except in the case of a cancellation by mutual agreement)
Tenant's obligation to pay rent as adjusted under this Article shall continue
and shall cover all periods up to the lease expiration date, and shall survive
any expiration or termination of this lease [See Insert 41(b)].

TAX ESCALATION

     FIFTY-EIGHTH-Tenant shall pay to Landlord, as additional rent, tax
escalation in accordance with this Article:

     (a) Definitions: For the purpose of this Article, the following definitions
shall apply:

     (i) The term "base tax year" as hereinafter set forth for the determination
of real estate tax escalation, shall mean the New York city


                                       23

<PAGE>   24

real estate tax year commencing July 1, 1999 and ending June 30, 2000.

     (ii) The term "The Percentage", for purposes of computing tax escalation,
shall mean 6.25 percent. The percentage has been computed on the basis of a
fraction, the numerator of which is the rentable square foot area of the
presently demised premises and the denominator of which is the total rentable
square foot area of the office and commercial space in the building project. The
parties acknowledge and agree that the rentable square foot area of the
presently demised premises shall be deemed to be 21,018 sq. ft. and that the
total rentable square foot area 336,449 sq. ft.

     (iii) The term "the building project" shall mean the aggregate combined
parcel of land on a portion of which are the improvements of which the demised
premises form a part, with all the improvements thereon, said improvements being
a part of the block and lot for tax purposes which are applicable to the
aforesaid land.

     (iv) The term "comparative year" shall mean the twelve (12) months
following the base tax year, and each subsequent period of twelve (12) months
(or such other period of twelve (12) months occurring during the term of this
lease as hereafter may be duly adopted as the fiscal year for real estate tax
purposes by the City of New York).

     (v) The term "real estate taxes" shall mean the total of all taxes and
special or other assessments levied, assessed or imposed at any time by any
governmental authority upon or again the building project and also any tax or
assessment levied, assessed or imposed at any time by any governmental authority
in connection with the receipt of income or rent from said building project to
the extent that same shall be in lieu of all or a portion of any of the
aforesaid taxes or assessments, or additions or increases thereof upon or
against said building project. If, due to a future change in the method of
taxation or in the taxing authority, or for any other reason, a franchise,
income, transit, profit or other tax or governmental imposition shall be deemed
to be included within the definition of "real estate taxes" for the purposes
hereof. As to special assessments which are payable over a period of time
extending beyond the term of this lease, only a pro rata portion thereof,
covering the portion of the term of this lease unexpired at the time of the
imposition of such assessment, shall be included in "real estate taxes". If by
law, any assessment may be paid in installments, then, for the purposes hereof
(a) such assessment shall be deemed to have been payable in the maximum number
of installments permitted by law and b) there shall be included in real estate
taxes, for each comparative year in which such installments may be paid, the
installments of such assessment so becoming payable during such comparative
year, together with interest payable during such comparative year [See Insert
(42)].

     (vi)Where a "transition assessment" is imposed by the City of New York for
any tax (fiscal) year, then the phrases "assessed value" and "assessments" shall
mean the transition assessment for that tax fiscal) year.

     (vii)The phrase "real estate taxes payable during the base tax year" shall
mean that amount obtained by multiplying the assessed value of the land and
buildings of the building project for the base tax year by the tax rate for the
base tax year for each $100 of such assessed value.

     (b) 1. In the event that the real estate taxes payable for any


                                       24
<PAGE>   25

comparative year shall exceed the amount of the real estate taxes payable during
the base tax year, Tenant shall pay to Landlord, as additional rent for such
comparative year, an amount equal to The Percentage of the excess. Before or
after the start of each comparative year, Landlord shall furnish to Tenant a
statement of the real estate taxes payable for such comparative year, and a
statement of the real estate taxes payable during the base tax year. If the real
estate taxes payable for such comparative year exceed the real estate taxes
payable during the base tax year, additional rent for such comparative year, in
an amount equal to The Percentage of the excess, shall be from Tenant to
Landlord, and such additional rent shall be payable by Tenant to landlord within
ten (10) days after receipt of the aforesaid statement The benefit of any
discount for any earlier payment or prepayment of real estate taxes shall accrue
solely to the benefit of Landlord, and such discount shall not he subtracted
from the real estate taxes payable for any comparative year.

     2. Should the real estate taxes payable during the base tax year be reduced
by final determination of legal proceedings, settlement or otherwise, then, the
real estate taxes payable during the base tax year shall he, correspondingly
revised, the additional rent theretofore paid or payable for hereunder for all
comparative years shall he recomputed on the basis of such reduction, and Tenant
shall pay to Landlord as additional rent, within ten (10) days after being
billed therefore, any deficiency between the amount of such additional rent as
theretofore computed and the amount thereof due as the result of such
recomputations, should the real estate taxes payable during the base tax year be
increased by such final determination of legal proceedings, settlement or
otherwise, then appropriate recomputation and adjustment also shall be made.

     3. If, after Tenant shall have made a payment of additional rent under this
subdivision (c), Landlord shall receive a refund of any portion of the real
estate taxes payable for any comparative year after the base tax year on which
such payment of additional rent shall have been based, as a result of a
reduction of such real estate taxes by final determination of legal proceedings,
settlement or otherwise, Landlord shall within ten (10) days after receiving the
refund pay to Tenant The Percentage of the refund less The Percentage of
expenses (including [See Insert (43)] attorneys' and appraisers' fees) incurred
by Landlord in connection with any such application or proceeding. If, prior to
the payment of taxes for any comparative year, Landlord shall have obtained a
reduction of that comparative year's assessed valuation of the building project,
and therefore of said taxes, then the term "real estate taxes" for that
comparative year shall be deemed to include the amount of Landlord's expenses in
obtaining such reduction in assessed valuation, including [See Insert (44)]
attorneys' and appraisers' fees.

     4. The statements of the real estate taxes to he furnished by Landlord as
provided above shall he certified by Landlord and shall constitute a final
determination as between Landlord and Tenant of the real estate taxes for the
periods represented thereby, unless Tenant within thirty (30) days after they
are furnished shall give a written notice to Landlord that it disputes their
accuracy or their appropriateness, which notice shall specify the particular
respects in which the statement is inaccurate or inappropriate. If Tenant shall
so dispute said statement then, pending the resolution of such dispute, Tenant
shall pay the additional rent to Landlord in accordance with the statement
furnished by Landlord [See Insert (45)].

     5. In no event shall the fixed annual rent under this lease (exclusive


                                       25
<PAGE>   26

of the additional rents under this Article) he reduced by virtue of this
Article.

     6. If the commencement date of the term of this lease is not the first day
of the first comparative year, then the additional rent due hereunder for such
first comparative year shall be a proportionate share of said additional rent
for the entire comparative year, said proportionate share to be based upon the
length of time that the lease term will be in existence during such first
comparative year. Upon the date of any expiration or termination of this lease
(except termination because of Tenant's default) whether the same be the date
hereinabove set forth for the expiration of the term or any prior or subsequent
date, a proportionate share of said additional rent for the comparative year
during which such expiration or termination occurred shall immediately become
due and payable by Tenant to Landlord, if it was not theretofore already billed
and paid. The said proportionate share shall be based upon the length of time
that this lease shall have been in existence during such comparative year.
Landlord shall promptly cause statements of said additional rent for that
comparative year to be prepared and furnished to Tenant Landlord and Tenant
shall thereupon make appropriate adjustments of amounts then owing.

     7. Landlord's and Tenant's obligations to make the adjustments referred to
in subdivision (6) above shall survive any expiration or termination of this
lease.

     8. Any delay or failure of Landlord in billing any tax escalation
hereinabove provided shall not constitute a waiver of or in any way impair the
continuing obligation of Tenant to pay such tax escalation hereunder.

OCCUPANCY AND USE BY TENANT

     FIFTY-NINTH-(A). Tenant acknowledges that its continued occupancy of the
demised premises, and the regular conduct of its business therein, are of utmost
importance to the Landlord in the renewal of other leases in the building, in
the renting of vacant space in the building, in the providing of electricity,
air conditioning, steam and other services to the tenants in the building and in
the maintenance of the character and quality of the tenants in the building.
Tenant therefore covenants and agrees that it will occupy the entire demised
premises and will conduct its business therein in the regular and usual manner,
throughout the term of this lease. Tenant acknowledges that Landlord is
executing this lease in reliance upon these covenants and that these covenants
are a material element of consideration inducing the Landlord to execute this
lease.

     (B). The parties recognize and agree that the damage to Landlord resulting
from any breach of the covenants in subdivision (A) hereof will be extremely
substantial, will be far greater than the rent payable, for the balance of the
term of this lease, and will be impossible of accurate measurement. The parties
therefore agree that in the event of a breach or threatened breach of the said
covenants, in addition to all of Landlord's other rights and remedies, at law or
in equity or otherwise, Landlord shall have the right of injunction to preserve
Tenant's occupancy and use. The words "become vacant or deserted" as used
elsewhere in this lease shall include Tenant's failure to occupy or use as by
this Article required.

     (C). Deleted

     (D). If any provision of this Article of this lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or


                                       26
<PAGE>   27

unenforceable, the remainder of this Article, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each provision of
this Article and of this lease shall be valid and be enforced to the fullest
extent permitted by law.

     SIXTIETH:-DELETED

CAPTIONS

     SIXTY-FIRST:-The captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope of this lease
nor the intent of any provision hereof.

RULES AND REGULATIONS

     SIXTY-SECOND:-Tenant and Tenant's servants, employees, agents, visitors,
and licensees shall observe faithfully, and comply strictly with the Rules and
Regulations and such other and further reasonable Rules and Regulations as
Landlord or Landlord's agents may from time to time adopt Notice of any
additional rules or regulations shall be given in such manner as Landlord may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Landlord or Landlord's agents, the
parties hereto agree to submit the question of the reasonableness of such Rule
or Regulation for decision to the Chairman of the Board of Directors of the
Management Division of The Real Estate Board of New York, Inc., or to such
impartial person or persons as he may designate, whose determination shall be
final and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional Rule or Regulation upon Tenant's part shall be
deemed waived unless the same shall be asserted by service of a notice in
writing upon Landlord within ten (10) days after the adoption of any such
additional Rule or Regulation. Nothing in this lease contained shall be
construed to impose upon Landlord any duty or obligation to enforce the Rules
and Regulations or terms, covenants or conditions in any other lease, as against
any other tenant and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.

     The use in the demised premises of auxiliary heating devices, Such as
portable electric heaters, heat lamps or other devices whose principal function
at the time of operation is to produce space heating, is prohibited.

     SIXTY-THIRD:-It is understood and agreed that this lease is submitted to
Tenant on the understanding that it shall not be considered an offer and shall
not bind Landlord in any way until (i) Tenant has duly executed and delivered
duplicate originals to Landlord and (ii) Landlord has executed and delivered one
of said originals to Tenant.




               See Riders attached hereto and made a part hereof.


                                       27
<PAGE>   28


In Witness Whereof, Landlord and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

                                      1333 Broadway Associates

                                      By: Helmsley-Spear, Inc.
-------------------------------       -----------------------------------
Witness for Landlord:

                                      By: /s/ Irving Schneider
                                      -----------------------------------
                                          Irving Schneider, COO

                                      Gerber Childrenswear, Inc.
-------------------------------       -----------------------------------
Witness for Tenant:

                                      By: /s/ Richard L. Solar
                                      -----------------------------------
                                      Richard L. Solar, SVP


                      ACKNOWLEDGEMENTS SECTION - NOT USED

                           GUARANTY SECTION - NOT USED




                                       28
<PAGE>   29



                              RULES AND REGULATIONS

     1. The sidewalks, entrances, passages, courts, 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
demised premises, and if said premises are situate on the ground floor of the
building the Tenant thereof shall further, at said Tenant's own expense, keep
the sidewalks and curb directly in front of said premises clean and free from
ice, snow, etc.

     2. The freight and not the passenger elevators shall be used by the working
hands of Tenant and persons calling for and delivering goods to and from the
demised premises.

     3. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of Landlord. No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with, any window or door of the demised premises, without the prior written
consent of the Landlord [See Insert (46)]. Such awnings, projections curtains,
blinds, shades, screens or other fixtures must be of a quality type, design and
color, and attached in the manner [See Insert (47)] approved by Landlord.

     4. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside or inside
of the demised premises or building without the prior written consent of
Landlord. Interior signs on doors shall he inscribed, painted or affixed for
each Tenant by Landlord at the expense of such Tenant, and shall be of a size,
color and style [See Insert (48)] acceptable to Landlord. Only the Tenant named
in the lease shall be entitled to appear on the Directory Board or Tablet.
Additional names may be added in Landlord's sole discretion under such terms and
conditions as he may approve.

     5. 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 he covered by any Tenant, nor shall any bottles, parcels, or
other articles be placed on the windowsills.

     6. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by Tenant who,
or whose servants, employees, agents, visitors or licensees, shall have caused
the same.

     7. No Tenant shall mark, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall he permitted, except with the prior written
consent of Landlord, and as Landlord may direct. No linoleum or other floor
covering shall he laid in direct contact with the floor of the demised premises,
but if any such covering is required by Tenant, an interlining of builder's
deadening felt shall first be affixed to the floor with paste or other water
soluble material, the use of cement or other adhesive non-soluble in water is
expressly prohibited.

     8. No Tenant shall make, or permit to be made, any unseemly or disturbing
noises or [See Insert (49)] disturb or interfere with occupants of this or
neighboring buildings or premises or those having business with them whether


                                       29
<PAGE>   30

by the use of any instrument, radio, talking machine, musical noise, whistling,
singing or in any other way.

     9. No Tenant, nor any of Tenant's servants, employees, agents, visitors, or
licensees, shall at any time bring or keep upon the demised premises any
inflammable, combustible or explosive fluid, chemical and substance, or cause or
permit any unusual or objectionable odors to he produced upon or permeate from
the demised premises. No animals or birds shall be kept by Tenant in or about
the building.

     10. Landlord reserves the right to inspect all freight to be brought into
the building and to exclude from the building all freight which violates any of
these Rules and Regulations or the lease of which these Rules and Regulations
are a part.

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

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

     13. There shall not he used in any space, or in the public halls of any
building, either by any Tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.

     14. No Tenant shall purchase spring water, ice, towels, or other like
service, from any company or persons not approved by Landlord.

     15. The use in the demised premises of auxiliary heating devices, such as
portable electric heaters, heat lamps or other devices whose principal function
at the time of operation is to produce space heating is prohibited.


                                       30
<PAGE>   31

            INSERTS ATTACHED TO AND MADE A PART OF THE LEASE BETWEEN
        1333 BROADWAY ASSOCIATES AND GERBER CHILDRENSWEAR, INC. FOR THE
               SEVENTH FLOOR AT 1333 BROADWAY, NEW YORK, NEW YORK


1.   , to the extent required to fulfill any obligation of Tenant hereunder or
     arising from the acts or omissions of Tenant hereunder.

2.   beyond the expiration of any applicable notice and cure period

3.   reasonable

3(a). (i) Tenant shall, at Tenant's expense, comply with all laws now or
     hereafter existing, whether or not such compliance requires work which is
     structural or non-structural, ordinary or extraordinary, foreseen or
     unforeseen, that impose any obligation, order or duty on Landlord or
     Tenant: (i) with respect to the demised premises; or (ii) with respect to
     the Building or any part thereof (including the demised premises) only if
     such obligation, order or duty arises from: (A) the manner of conduct of
     Tenant's business or operation of its equipment therein; (B) any cause or
     condition created by or at the instigation of Tenant, including, without
     limitation, any improvement or alteration; (C) the default in any of
     Tenant's obligations hereunder beyond notice and the expiration of any
     applicable grace or cure period; or (D) any Hazardous Material (defined
     below) brought into the Building by Tenant, any assignee or subtenant of
     Tenant or any of their agents, contractors or invitees. Tenant shall
     promptly forward to Landlord any notice it receives of the violation of any
     law involving the demised premises. Tenant shall pay, within twenty (20)
     days after demand therefor, all actual, out of pocket costs and expenses,
     and all fines, penalties and damages that may be imposed upon Landlord by
     reason of or arising out of Tenant's failure to comply with the provisions
     of this Article. Except as otherwise expressly provided in this Lease or to
     the extent same is otherwise the obligation of Tenant hereunder, Landlord
     shall comply with all laws now or hereafter existing with respect to the
     demised premises and/or the Building to the extent any non-compliance
     thereof affects Tenant's use and enjoyment of the demised premises.
     Landlord further agrees to deliver to Tenant that portion of the demised
     premises not currently occupied by Tenant in compliance with all applicable
     laws.

     (ii) Tenant shall promptly comply with all requirements relating to the
     Americans with Disabilities Act, 42 U.S.C. ss.12,101 et seq. and the
     regulations promulgated thereunder as in effect from time to time ("ADA
     Requirements") to the extent same applies to the demised premises only.
     Tenant shall have exclusive responsibility for compliance with ADA
     Requirements pertaining to the interior of the demised premises. Landlord
     shall have responsibility for compliance with ADA Requirements which affect
     the common areas of the Building to the extent same is not necessitated by
     the acts or omissions of Tenant, its employees or agents or is otherwise
     the obligation of another tenant.

     (iii) Notwithstanding anything to the contrary contained herein, if
     Landlord performs the Initial Alterations, the demised premises, including
     the Initial Alterations, will be delivered to Tenant in compliance with all
     applicable laws, including the ADA.


                                       31

<PAGE>   32

4.   reasonably

4(a). Except with respect to the payment of the Initial Alterations, all

5.   reasonably

6.   (which election shall be made by notice given by Landlord to Tenant upon
     Landlord's review of Tenant's plans)

7.   (c) Notwithstanding anything to the contrary contained herein, Landlord's
     consent shall not be required for (i) alterations consisting only of
     painting, installing or removing wall covering or carpeting and which are
     solely of a cosmetic or decorative nature ("Decorative Alterations") or
     (ii) Non-Structural Alterations (defined below) which cost less than twenty
     thousand ($20,000) dollars per occurrence (for purposes hereof, the term
     "per occurrence" shall mean the total of all work which is part of any
     given job or project) (hereinafter, "Minor Non-Structural Alterations"), so
     long as such Decorative Alterations or Minor Non-Structural Alterations are
     not visible from the exterior of the Building and provided Tenant shall
     notify Landlord of the nature of such Decorative Alteration or Minor
     Non-Structural Alterations and the contractors to be performing the same at
     least fifteen (15) days prior to commencement and perform such Decorative
     Alteration or Minor Non-Structural Alteration (as the case may be) in
     accordance with all other provisions of this Lease. Landlord's consent to
     alterations (other than Decorative Alterations or Minor Non-Structural
     Alterations, for which no consent is required) shall not be unreasonably
     withheld, conditioned or delayed. For purposes of this Article,
     Non-Structural Alterations shall mean any alterations performed by Tenant
     which do not require electrical or plumbing work or necessitate a building
     permit or which do not affect any other Building systems or space outside
     of the demised premises.

8.   by Tenant

9.   the negligence or willful misconduct

10.  reasonable

11.  thirty (30) days after (a) Tenant learns thereof or (b) notice from
     Landlord,

11(a). which consent shall not be unreasonably withheld or delayed,

11(b). Notwithstanding the foregoing, Tenant shall be permitted to place on the
     glass door at the front entrance to the demised premises and on the column
     at the front entrance to the demised premises a sign for Tenant's business.

11(c). Notwithstanding the foregoing, Tenant may perform its Initial Alterations
     (excluding, however, demolition work and core drilling) during normal
     business hours.

12.  reasonably


                                       2
<PAGE>   33


13.  provided, however, Landlord shall use its reasonable efforts to conceal
     such pipes and conduits above hung ceilings or inside walls within the
     demised premises.

14.  reasonable times and upon reasonable prior notice (except in the event of
     an emergency)

15.  , at reasonable times and upon reasonable prior notice,

16.  If Landlord reasonably believes Tenant is consuming water in excess of that
     consumed in connection with the use permitted under Article FOURTH of this
     Lease, then Landlord may

17.  reasonable

18.  reasonabl

19.  negligence or willful misconduct

20.  Landlord represents that the sprinklers serving the demised premises will
     be in working order and in compliance with applicable law, code, rule and
     regulation on the commencement date hereof.

20(a). or willful misconduct

21.  reasonable

21(a). the negligence or willful

22.  Similarly, Landlord shall, throughout the term hereof, indemnify Tenant and
     save it harmless and free from damages, liabilities, penalties, losses,
     expenses, causes of action, claims, suits and judgments as well as all
     expenses and reasonable attorneys' fees, arising from injury during said
     term to person or property of any nature, to the extent occasioned in whole
     or part by any negligent or willful acts or omissions of Landlord, its
     employees or agents.

23.  on ten (10) days' notice,

24.  in proportion to that portion of the demised premises rendered untenantable

25.  wholly

26.  gross negligence or willful misconduct

27.  Upon the termination of this Lease under the conditions provided for
     herein, the fixed annual rent and additional rent shall be apportioned and
     any prepaid portion of fixed annual rent and additional rent for any period
     after such date of termination shall be promptly refunded by Landlord to
     Tenant.


                                       3
<PAGE>   34


28.  Notwithstanding the foregoing, in the event that any part of the demised
     premises shall be so condemned or taken, the fixed annual rent and
     additional rent allocable to the portion of the demised premises so taken
     shall be apportioned as of the date of taking. In addition to the
     foregoing, Tenant shall be permitted to make a claim for the unamortized
     value of any leasehold improvements paid for by Tenant provided, however,
     Landlord's award is not reduced or otherwise adversely affected as a result
     thereof.

29.  sixty (60)

30.  sixty (60)

31.  fifteen (15)

32.  five (5)

33.  within five (5) days of receipt of notice from Landlord;

34.  thirty (30) days following substantial completion of the Initial
     Alterations (as defined below) (for purposes hereof, the Initial
     Alterations shall be deemed substantially completed even though there shall
     not then have been completed minor details or adjustments the
     non-completion of which shall not materially interfere with Tenant's
     ability to conduct its business in the demised premises)

35.  , beyond notice and the expiration of any applicable grace or cure period,

35(a). other than compulsory counterclaims.

35(b). (but at the expense of Landlord if caused by the negligence or willful
     misconduct of Landlord, its employees or agents),

36.  upon reasonable notice and at reasonable times (except in the event of an
     emergency)

37.  , if personally delivered, or two (2) business days after mailing, if
     mailed.

38.  and the time of the rendition of such notice shall be deemed to be the time
     when the same is delivered to Landlord, if personally delivered, or two (2)
     business days after mailing, if mailed.

39.  and casualty

40.  two (2)

41.  sixty (60)

41(a). Notwithstanding the foregoing, the parties acknowledge that Tenant is
     currently occupying a portion of the demised premises which was the subject
     of a lease (the "Other Lease") which has since expired. Accordingly,
     Landlord and Tenant each acknowledge


                                       4
<PAGE>   35

     that upon the mutual execution and delivery of this Lease, Tenant's tenancy
     of the portion of the demised premises which is the subject of the Other
     Lease shall terminate and Tenant's occupancy of the demised premises (as
     defined herein) shall, from and after such time, be governed by the terms
     of this Lease.

41(b). Notwithstanding anything to the contrary contained in this Article, the
     cost of living adjustment in the fixed annual rent shall not in any single
     calendar year exceed an amount equal to four (4%) percent of the fixed
     annual rent payable under the Lease as of December 1 of the immediately
     preceding calendar year multiplied by the number of calendar years elapsed
     from the base year through the calendar year for which the adjustment is
     made. Notwithstanding the foregoing, the percentage increase in the cost of
     living adjustment in any single calendar year will not exceed ten (10)
     percentage points more than the cumulative percentage increases payable by
     Tenant in all prior years. For example, if in years 1-6 the cost of living
     increases payable by Tenant were 1%, 2%, 2%, 3%, 1% and 4%, the maximum
     percentage increase in year 7, based upon the first sentence of this
     insert, would be 15%, which is equal to 4% per year x 7 years (=28%) less
     the previous cumulative 13% adjustment in the previous 6 years. The
     Landlord agrees that it will instead cap such adjustment in year 7 at 10%
     (and not at 15%).

42.  For purposes of the foregoing, the term "real estate taxes" shall not
     include increases in the Building's assessed valuation to the extent same
     arises from the sale of the Building.

43.  reasonable

44.  reasonable

45.  without prejudice to Tenant's right to a refund of any overpayment

46.  , which consent shall not be unreasonably withheld or delayed.

47.  reasonably

48.  reasonably

49.  unreasonably

                                       5
<PAGE>   36


         ADDITIONAL RIDER ANNEXED TO AND FORMING A PART OF THE LEASE BETWEEN
         1333 BROADWAY ASSOCIATES, AS LANDLORD, AND GERBER CHILDRENSWEAR, INC.,
         AS TENANT, FOR A PORTION OF THE SEVENTH FLOOR AT 1333 BROADWAY, NEW
         YORK, NEW YORK

         SIXTY-FOURTH: In the event of any inconsistency between the provisions
         of this Rider and the provisions of the Lease to which this Rider is
         attached, the provisions of this Rider shall govern and be binding.

         SIXTY-FIFTH: Tenant expressly acknowledges that it has inspected the
         demised premises and is fully familiar with the physical condition
         thereof. Tenant acknowledges that Landlord shall have no obligation to
         do any work in and to the demised premises in order to make them
         suitable and ready for occupancy and use by Tenant except to the extent
         set forth herein. Notwithstanding the foregoing, Landlord agrees that
         it will, at its sole cost and expense (and not as part of the Tenant
         Fund (as defined below)), demolish the portion of the demised premises
         not currently occupied by Tenant. In addition, if Tenant is itself
         performing the Initial Alterations, that portion of the demised
         premises not currently occupied by Tenant will be delivered to Tenant
         by Landlord at its sole expense, broom clean with the demising wall
         (the "York Hunter wall") between that portion of the demised premises
         currently occupied by Tenant and the premises formerly occupied by York
         Hunter removed. If Landlord performs the Initial Alterations, the cost
         of removing the York Hunter wall will be borne solely by Landlord and
         will not be paid for out of the Tenant Fund (as defined below).

         SIXTY-SIXTH: Anything contained herein to the contrary notwithstanding,
         all deliveries to Tenant and shipments by Tenant must be made directly
         to and from the demised premises utilizing the freight elevators via
         the freight elevator lobby. Under no circumstances may deliveries
         and/or shipments be made through the public corridors. The interior of
         the demised premises shall be so designed and maintained by Tenant that
         said demised premises, when viewed from the public corridors, present
         an appearance consistent with the use of said premises as offices and
         showroom and not otherwise.

         SIXTY-SEVENTH: The following requirements (collectively, the "INSURANCE
         REQUIREMENTS") shall be complied with by Tenant at all times during the
         term of this Lease:

          (a)  At all times during the term, Tenant shall maintain, at Tenant's
               expense, the following insurance coverage:

               (i)  all risk property insurance with a limit of not less than
                    $1,000,000 covering physical loss to the improvements,
                    alterations and Tenant's property in the demised premises;

               (ii) broad form commercial general liability insurance written on
                    a per occurrence basis with a per occurrence limit of not
                    less than $3,000,000;

<PAGE>   37


               (iii) worker's compensation insurance and employer's liability
                    coverage in statutory limits, and New York State disability
                    insurance as required by law, covering all employees; and

               (iv) such other coverage as Landlord may reasonably require with
                    respect to the demised premises, Tenant's use and occupancy
                    thereof and Tenant's conduct or operation of business
                    therein.

     (b)  All insurance policies to be maintained as set forth above (i) shall
          be issued by companies of recognized responsibility, licensed and
          admitted to do business in the State of New York, reasonably
          acceptable to Landlord, and maintaining a rating of A-/XII or better
          in Best's Insurance Reports-Property-Casualty (or an equivalent rating
          in any successor index adopted by Best's or its successor), (ii) shall
          provide that they may not be canceled or modified unless Landlord and
          all additional insureds and loss payees thereunder are given at least
          thirty (30) days prior written notice of such cancellation or
          modification, (iii) shall name, as additional insureds, Landlord, the
          managing agent of the Building and any other person or entity whose
          name and address shall have been furnished to Tenant and (iv) shall be
          primary and non-contributory in all respects. All policies providing
          fire and extended coverage property insurance coverage pursuant to
          subparagraph (a)(i) shall name Landlord as loss payee with respect to
          improvements and alterations, and shall name Tenant as loss payee with
          respect to Tenant's property.

     (c)  Prior to the Commencement Date (defined below), Tenant shall deliver
          to Landlord certificates of insurance for the insurance coverage
          required by subparagraph (a) and, if required by Landlord, copies of
          the policies therefor, in each case in form and providing for
          deductibles reasonably satisfactory to Landlord. Tenant shall procure
          and pay for renewals of such insurance from time to time before the
          expiration thereof, and Tenant shall deliver to Landlord certificates
          of renewal at least thirty (30) days before the expiration of any
          existing policy. If Tenant fails to procure or maintain any insurance
          required by this Lease and to pay all premiums and charges therefor,
          Landlord may (but shall not be obligated to) pay the same, and Tenant
          shall reimburse Landlord, within twenty (20) days after demand, for
          all such sums paid by Landlord. Any such payment shall not cure or
          waive any default by Tenant in the performance of its obligations
          hereunder, nor shall the foregoing right of Landlord to make such
          payment in any way limit, reduce, diminish or impair the rights of
          Landlord under the terms of this Lease or at law or in equity arising
          as a result of any such default.

     (d)  Tenant shall not carry separate or additional insurance, concurrent in
          form or contributing in the event of any loss or damage with any
          insurance required to be obtained by Tenant under this Lease unless
          the parties


                                       2
<PAGE>   38

          required by subparagraph (b) to be named as additional insureds or
          loss payees thereunder are so named. Tenant may carry any insurance
          coverage required of it hereunder pursuant to blanket policies of
          insurance so long as the coverage afforded Landlord and the other
          additional insureds or loss payees thereunder, as the case may be,
          shall not be less than the coverage that would be provided by direct
          policies.

     (e)  Neither Landlord nor Tenant shall be liable to the other or to any
          insurance company (by way of subrogation or otherwise) insuring any of
          the other parties, and each hereby waive their entire right of
          recovery against the other, for any loss or damage arising out of or
          incident to the perils insured, or required pursuant to this Lease to
          be insured even though such loss or damage might have been occasioned
          by the negligence of Landlord, Tenant, or their respective agents,
          employees, contractors, invitees and/or permitted subtenants. The
          foregoing waiver is subject, however, to the amount of insurance
          obtained or required by this Lease to be obtained (whichever is
          greater) by the other party. Each of Landlord and Tenant (i) shall
          give notice to their respective insurers that the foregoing mutual
          waiver of recovery is contained in this Lease and, if required by any
          such insurer, shall obtain such insurer's prior consent to the
          foregoing waiver of its and its insured's right of recovery, and (ii)
          shall endeavor to obtain from their respective insurers an appropriate
          clause in, or an endorsement upon, each such insurance policy pursuant
          to which each such insurer shall agree that the foregoing waiver shall
          not affect the validity or enforceability of its insured's coverage.
          If such a clause or endorsement is obtainable only upon payment of an
          additional premium, the party obtaining such insurance party shall pay
          such additional premium. If Tenant's insurer shall refuse to issue
          such clause or endorsement even with an additional premium, then
          Landlord shall have the right to designate another insurer with a
          Best's Insurance Guide rating of A-/XII or better who would be
          prepared to permit such clause or endorsement and Tenant shall use
          such other insurer. If it is not possible to obtain a clause or
          endorsement of the type described in clause (ii) above, then the party
          unable to obtain such clause or endorsement shall notify the other
          party of this fact and such party shall no longer be obligated
          hereunder to endeavor to obtain such a clause or endorsement in its
          insurance policies. The provisions of this subparagraph shall be
          applicable to any new or renewal insurance policies which Tenant may
          obtain during the term.

     (f)  Landlord shall keep in full force and effect, during the term hereof,
          insurance against loss or damage by fire and other casualty to the
          Building as may be insurable under then available forms of "all-risk"
          insurance policies, in an amount equal to one hundred (100%) percent
          of the replacement value thereof or in an amount as will avoid
          co-insurance (including an "agreed amount" endorsement).


                                       3
<PAGE>   39

         SIXTY-EIGHTH: Landlord and Tenant each warrant and represent to the
         other that it has dealt with no broker in connection with this Lease
         other than Colliers ABR and Helmsley-Spear, Inc. (collectively, the
         "BROKERS"). Commission due to Colliers ABR shall be paid by Tenant
         pursuant to a separate agreement between them and Tenant indemnifies
         and holds harmless Landlord from any loss, liability, cost or expense
         incurred by Landlord if Tenant fails to do so, such indemnity to
         survive the expiration or sooner termination of this Lease. The
         commission due to Helmsley-Spear shall be paid by Landlord pursuant to
         a separate agreement between them and Landlord holds harmless Tenant
         from any loss, liability, cost or expense if Landlord fails to do so,
         such indemnity to survive the expiration or sooner termination of this
         Lease. Both Landlord and Tenant agree to indemnify, defend and hold
         harmless the other from and against any claims, based or alleged to be
         based upon the acts or omissions of the indemnifying party, for any
         brokerage commission or finder's fee with respect to this Lease by
         persons other than the Brokers and for all costs, expenses and
         liabilities incurred in connection with such claims, including
         attorneys' fees and disbursements arising out of a breach of the
         foregoing representation. The provisions of this Article shall survive
         the expiration or sooner termination of this Lease.

         SIXTY-NINTH: Notwithstanding anything contained in this Lease to the
         contrary, it is specifically understood and agreed by Tenant that
         Tenant shall not be entitled to and hereby waives any claim to or for
         (i) an abatement of any rent due and payable hereunder, (ii)
         constructive eviction and (iii) damages (whether actual, special,
         consequential or punitive) by reason of the demised premises or any
         portion thereof being rendered inaccessible or unusable or unsuitable
         for the conduct of Tenant's business as a result of the failure of any
         building systems (including, but not limited to, air conditioning,
         heating, ventilation, plumbing or electrical systems, elevator
         equipment, alarm and security devices) or any computers or processing
         units or chips which may control or operate any such systems to read or
         process (or process accurately) any data (including dates or times)
         relating to the year 2000.

         SEVENTIETH: Supplementing Article FIFTY-SEVENTH, Tenant shall not be
         required to make any payments under such Article until July, 2000.

         SEVENTY-FIRST:

          (a)  Landlord shall be required to perform only such work in the
               demised premises (the "INITIAL ALTERATIONS") as is described in
               the plans (the "PLANS") submitted to the Landlord by Tenant
               provided, however, that Landlord shall have the right to make any
               changes thereto (upon notice to Tenant) which are required by any
               governmental department or bureau having jurisdiction over the
               demised premises. The Initial Alterations shall be deemed to have
               been substantially completed even though there shall not then
               have been completed minor details or adjustments the
               non-completion of which shall not materially interfere with
               Tenant's ability to perform any of Tenant's work or conduct its
               business in the demised premises ("PUNCHLIST ITEMS").


                                       4
<PAGE>   40


          (b)  Landlord's performance of the Initial Alterations in conformity
               with the Plans shall not make Landlord liable for any expense or
               claim which may arise from or relate to the failure of such work
               to meet applicable laws, rules, ordinances, requirements and/or
               regulations of any governmental or quasi-governmental authority
               having jurisdiction thereover, nor shall Landlord's performance
               of the Initial Alterations in conformity with such Plans
               constitute an express or implied representation of Landlord that
               all or any part of the work performed pursuant to the Plans is
               suitable for the particular requirements of Tenant or any
               specific or general use or purpose of Tenant.

          (c)  Landlord shall cause the Plans and any notices or forms relating
               thereto to be filed with and approved by any governmental and
               quasi-governmental authorities having jurisdiction over the
               Initial Alterations to be performed pursuant thereto. All costs,
               fees and expenses incurred in connection with obtaining the
               approvals of and filings with such governmental and
               quasi-governmental authorities shall be paid by Landlord out of
               the Tenant Fund (defined below). Any additional approvals or
               filings necessitated by changes made by Tenant to the Plans shall
               similarly be paid out of monies available under the Tenant Fund.
               Within a reasonable time following Tenant's request, Landlord
               will deliver to Tenant copies of invoices (receipted, where
               possible) and/or other evidence of the cost of the performance of
               the Initial Alterations.

          (d)  The Initial Alterations performed pursuant to the Plans shall be
               performed (i) by the contractors and subcontractors retained for
               that purpose by Landlord or its agents and (ii) in a good and
               workmanlike manner. Landlord agrees that it or its agents will
               confer with Tenant or Tenant's architect or engineer in
               connection with such Initial Alterations.

          (e)  Subject to the provisions of this Article, Landlord shall
               contribute a maximum of $525,000 (the "TENANT FUND") toward the
               cost of (i) the Initial Alterations and (ii) any expenses
               incurred by Landlord pursuant to subparagraph (c) above. However,
               Landlord and Tenant agree that Tenant will be solely responsible
               for the cost of the Initial Alterations to the extent the Initial
               Alterations exceed $525,000. Landlord shall provide Tenant with a
               statement showing how the amount required to be paid by Tenant
               was determined. To the extent the cost of performing the Initial
               Alterations shall exceed the Tenant Fund, Tenant shall be solely
               responsible therefor.

          (f)  Provided no event of default under this Lease by Tenant shall
               have occurred and be continuing, Landlord shall disburse portions
               of the Tenant Fund to the contractors, subcontractors and
               materialmen which are being used in connection with the Initial
               Alterations. Copies of all invoices (receipted, where available)
               reflecting the work performed and the


                                       5
<PAGE>   41

               amounts paid in connection therewith shall be made available to
               Tenant upon its request.

          (g)  Notwithstanding anything to the contrary contained in this
               Article, Tenant shall have the option of electing to itself
               perform the Initial Alterations. If Tenant so elects,
               subparagraphs (a)-(f) shall be rendered null and void and the
               following provisions shall instead be applicable:

               (1)  Landlord shall contribute an amount not to exceed $525,000
                    ("Landlord's Contribution Fund") toward the cost of the
                    Initial Alterations.

               (2)  Landlord shall disburse a portion of Landlord's Contribution
                    Fund to Tenant from time to time within thirty (30) days
                    after receipt of the items set forth in subparagraph (3)
                    hereof, provided that on the date of a request and on the
                    date of disbursement from Landlord's Contribution Fund no
                    event of default hereunder shall have occurred beyond notice
                    and be continuing beyond the expiration of any applicable
                    grace or cure period. Disbursements from Landlord's
                    Contribution Fund shall not be made more frequently than
                    monthly, and shall be in an amount equal to the aggregate
                    amounts theretofore paid or payable (as certified by a
                    financial officer of Tenant and Tenant's independent,
                    licensed architect) to Tenant's contractors, subcontractors
                    and materialmen for work which has not been the subject of a
                    previous disbursement from the Tenant Fund multiplied by a
                    fraction, the numerator of which is $525,000 and the
                    denominator of which is the total cost of the Initial
                    Alterations as estimated by Tenant's independent architect
                    and as approved by Landlord (which approval shall not be
                    unreasonably withheld), which fraction shall be subject to
                    readjustment as provided by subparagraph (3) hereof (but in
                    no event shall such fraction be greater than one (1)).

               (3)  Landlord's obligation to make disbursements from Landlord's
                    Contribution Fund shall be subject to Landlord's
                    verification of the total cost of the Initial Alterations as
                    estimated by Tenant's independent architect and receipt of:
                    (A) a request for such disbursement from Tenant signed by a
                    financial officer of Tenant, together with the certification
                    required by subparagraph (2) hereof, (B) copies of all
                    receipts, invoices and bills for the work completed and
                    materials furnished in connection with the Initial
                    Alterations and incorporated in the demised premises which
                    are to be paid from the required disbursement or


                                       6
<PAGE>   42

                    which have been paid by Tenant and for which Tenant is
                    seeking reimbursement, (C) copies of all contracts, work
                    orders, change orders and other materials relating to the
                    work or materials which are the subject of the requested
                    disbursement or reimbursement, (D) if requested by Landlord,
                    waivers of lien from all contractors, subcontractors and
                    materialmen involved in the performance of the Initial
                    Alterations relating to the portion of the Initial
                    Alterations theretofore performed and materials theretofore
                    provided and for which previous disbursements and/or the
                    requested disbursement has been or is to be made (except to
                    the extent such waivers of lien were previously furnished to
                    Landlord upon a prior request), and (E) a certificate of
                    Tenant's independent architect stating (i) that, in his
                    opinion, the portion of the Initial Alterations theretofore
                    completed and for which the disbursement is requested was
                    performed in a good and workerlike manner and substantially
                    in accordance with the final detailed plans and
                    specifications for such Initial Alterations, as approved by
                    Landlord, (ii) the percentage of completion of the Initial
                    Alterations as of the date of such certificate, and (iii)
                    the revised estimated total cost to complete the Initial
                    Alterations. If the revised estimated total cost of the
                    Initial Alterations increases above the original estimated
                    total cost of the Initial Alterations by more than five
                    percent (5%), then the denominator of the fraction referred
                    to in subparagraph (2) hereof shall be adjusted
                    appropriately.

               (4)  In no event shall the aggregate amount paid by Landlord to
                    Tenant under this Article exceed the amount of Landlord's
                    Contribution Fund. Upon the completion of the Initial
                    Alterations and satisfaction of the conditions set forth in
                    subparagraph (5) hereof, any amount of Landlord's
                    Contribution Fund which has not been previously disbursed
                    shall be retained by Landlord. Upon the disbursement of the
                    entire Landlord's Contribution Fund (or the portion thereof
                    if upon completion of the Initial Alterations of Landlord's
                    Contribution Fund is not exhausted), Landlord shall have no
                    further obligation or liability whatsoever to Tenant for
                    further disbursement of any portion of Landlord's
                    Contribution Fund to Tenant. It is expressly understood and
                    agreed that Tenant shall complete, at its sole cost and
                    expense, the Initial Alterations, whether or not Landlord's
                    Contribution Fund is sufficient to fund such completion. Any
                    costs to complete the Initial Alterations in


                                       7
<PAGE>   43

                    excess of Landlord's Contribution Fund shall be the sole
                    responsibility and obligation of Tenant.

               (5)  Within thirty (30) days after completion of the Initial
                    Alterations, Tenant shall deliver to Landlord general
                    releases and waivers of lien from all contractors,
                    subcontractors and materialmen involved in the performance
                    of the Initial Alterations and the materials furnished in
                    connection therewith (unless same previously were furnished
                    pursuant to subparagraph (3) above), and a certificate from
                    Tenant's independent architect certifying that (i) in his
                    opinion the Initial Alterations have been performed in a
                    good and workerlike manner and completed in accordance with
                    the final detailed plans and specifications for such Initial
                    Alterations as approved by Landlord and (ii) all
                    contractors, subcontractors and materialmen have been paid
                    for the Initial Alterations and materials furnished through
                    such date. Notwithstanding the foregoing, Tenant shall not
                    be required to deliver to Landlord any general release or
                    waiver of lien if Tenant shall be disputing in good faith
                    the payment which would otherwise entitle Tenant to such
                    release or waiver, provided that Tenant shall keep Landlord
                    advised in a timely fashion of the status of such dispute
                    and the basis therefor and Tenant shall deliver to Landlord
                    the general release or waiver of lien when the dispute is
                    settled. Nothing contained in this Section, however, shall
                    relieve Tenant from complying with the provisions of Article
                    SIXTEENTH hereof.

         SEVENTY-SECOND:

               (a) Subject to and in accordance with the provisions of this
               Article, Tenant shall have an option (the "Expansion Option") to
               lease the Expansion Space (as defined below) for a term to
               commence as provided in paragraph (c) below.

               (b) The "Expansion Space" shall mean all or any portion of the
               portion of the seventh (7th) floor in the Building which is
               currently occupied by Robins & Associates LLP pursuant to a lease
               which expires on April 30, 2003.

               The day following the expiration date of the lease with Robins &
               Associates LLP is hereinafter called the "Expansion Space
               Scheduled Commencement Date".

               (c) Not later than the earlier of (i) six (6) months prior to the
               Expansion Space Scheduled Commencement Date, or (ii) (if the
               Expansion Space is expected to become available prior to the
               stated expiration date of the lease for such Expansion Space),
               thirty (30) days after Landlord shall notify Tenant in writing


                                       8
<PAGE>   44

               that the Expansion Space is expected to become available for
               Tenant's occupancy and setting forth a revised Expansion Space
               Scheduled Commencement Date, Tenant shall, if it so elects, give
               Landlord a written notice (the "Expansion Notice") exercising the
               Expansion Option with regard to the Expansion Space. Subject to
               the provisions of subparagraph (m) below, if Tenant timely
               commits to exercise the Expansion Option, then the parties hereto
               shall be immediately bound thereby and shall promptly execute and
               deliver a written amendment to this Lease, so that the Expansion
               Space shall be added to and included in the demised premises for
               the period (the "Expansion Space Term") (i) commencing on the
               date (the "Expansion Space Inclusion Date") which is the earlier
               to occur of (Y) the date on which Tenant shall take exclusive
               possession of the Expansion Space for purposes of construction or
               the conduct of business, and (Z) the later to occur of (a) the
               date on which Landlord shall have delivered exclusive possession
               of the Expansion Space to Tenant with any work to be performed by
               Landlord therein substantially complete and broom clean and free
               of all tenancies, and (b) the Expansion Space Scheduled
               Commencement Date, and (ii) ending on the Expiration Date of this
               Lease (as same may have been extended pursuant to the terms of
               this Lease).

               The inclusion of the Expansion Space shall be upon all the terms
               and conditions of this Lease, except as otherwise stated in this
               Article, and upon such additional terms and conditions as are set
               forth in this Article

               (d) As of the Expansion Space Inclusion Date, the term "The
               Percentage", as defined in Article FIFTY-EIGHTH (a)(ii), shall be
               increased by a percentage equal to the quotient obtained by
               dividing (i) the rentable square footage of the applicable
               Expansion Space (the "Expansion Space Rentable Area") by (ii)
               336,449, which is the rentable square footage of the Building.
               The monthly water and sprinkler charge for the demised premises
               shall be increased proportionately for the Expansion Space to
               reflect the inclusion of the Expansion Space upon the Expansion
               Space Inclusion Date.

               (e) In the event Tenant shall elect to exercise its Expansion
               Option as provided herein, Landlord's sole obligation with
               respect thereto shall be to (i) make a contribution (the
               "CONTRIBUTION") toward the cost of Tenant's work undertaken in
               connection with Tenant's initial occupancy of the Expansion
               Space. The Contribution shall be equal to the product of $25 per
               rentable square foot of the Expansion Space times a fraction, the
               numerator of which is the number of months remaining in this
               Lease (excluding the Extension Term) and the denominator of which
               is 85 (which is the total number of months in this Lease
               (excluding the Extension Term)) and (ii) perform the work
               required with respect thereto if Tenant so elects and otherwise
               in accordance with the provisions of Article SEVENTY-FIRST hereof
               (the sole difference being the amount of the Contribution, which
               shall be determined as set forth in Subparagraph (i) of this
               subparagraph (e). To the extent the cost of such work shall
               exceed the Contribution, Tenant shall be solely responsible
               therefor.


                                       9
<PAGE>   45


               (f) The fixed annual rent for the Expansion Space during the
               Expansion Space Term shall be equal to the product of (i) the
               Expansion Space Rentable Area, multiplied by (ii) the per square
               foot fixed annual rent then in effect for the then existing
               demised premises, including without limitation all escalations
               and additional rent which is then payable by Tenant as provided
               in this Lease.

               (g) Tenant shall pay to Landlord additional rent with respect to
               the Expansion Space from and after the Expansion Space Inclusion
               Date in accordance with all of the terms and conditions of
               Articles FIFTY-SEVENTH and FIFTY-EIGHTH and the other provisions
               of this Lease, except that:

                    (i) The Percentage, with respect to such Expansion Space
                    shall be increased as set forth in subparagraph (d) above;

                    (ii) the base tax year with respect to such Expansion Space
                    shall be the fiscal tax year in which the Expansion Space
                    Inclusion Date occurs; and

                    (iii) the Base Year with respect to cost of living
                    adjustments shall be the full calendar year in which the
                    Expansion Space Inclusion Date occurs.

               (h) Any work performed by Tenant in any Expansion Space shall be
               subject to the terms, conditions and provisions of this Lease.

               (i)  (i) Once Tenant has delivered the Expansion Notice, Landlord
                    shall use reasonable efforts to deliver possession of the
                    Expansion Space to Tenant on or prior to the Expansion Space
                    Scheduled Commencement Date. If Landlord fails to cause the
                    Expansion Space Inclusion Date to occur on or prior to such
                    Expansion Space Scheduled Commencement Date and such failure
                    is due to (A) the holding over or retention of possession by
                    the tenant of the Expansion Space, and/or (B) any other
                    reason outside of Landlord's control, then (X) provided
                    Landlord complies with the provisions set forth in clause
                    (Z) below, Landlord shall not be subject to any liability
                    for failure to give possession on such date, (Y) Tenant
                    waives the right to rescind its Lease of the then existing
                    demised premises leased hereunder or to recover any damages
                    that may result from the failure of Landlord to deliver
                    possession of the Expansion Space and agrees that the
                    provisions of this subparagraph shall constitute an "express
                    provision to the contrary" within the meaning of Section
                    223-a of the New York Real Property Law and (Z) Landlord
                    shall promptly institute and thereafter diligently prosecute
                    holdover or other appropriate proceedings (or settle the
                    same under a settlement stipulation providing for the
                    occupant to vacate the Expansion Space on a date which
                    Landlord reasonably believes is a date earlier than the date
                    on which Landlord would obtain possession of the Expansion
                    Space if Landlord were to continue to diligently prosecute
                    such holdover or other appropriate proceeding) against any
                    occupant of the Expansion Space.


                                       10
<PAGE>   46


                    (ii) Notwithstanding Tenant's waiver pursuant to
                    subparagraph (i) above, if Landlord shall be unable to cause
                    the Expansion Space Inclusion Date to occur on or prior to
                    the date which is 180 days after the Expansion Space
                    Scheduled Commencement Date, then Tenant shall, at Tenant's
                    option, have the right to rescind its election to lease the
                    applicable Expansion Space by giving notice (an "Option
                    Cancellation Notice") to Landlord within thirty (30) days
                    after the expiration of such 180 day period, which
                    cancellation shall be effective as of the date on which
                    Landlord receives the Option Cancellation Notice; provided,
                    however, that if Landlord causes the Expansion Space
                    Inclusion Date to occur on or prior to the date on which
                    Landlord receives Tenant's Option Cancellation Notice, such
                    notice shall be null and void, and Tenant's lease of the
                    Expansion Space shall continue in full force and effect in
                    accordance with the provisions hereof, as if such Option
                    Cancellation Notice was never delivered.

               (j) The Expansion Option available to Tenant hereunder is subject
               to the conditions that on the date Tenant delivers to Landlord
               the Expansion Notice, and on the Expansion Space Inclusion Date,
               (i) Tenant shall not be in default under this Lease beyond notice
               and the expiration of any applicable grace or cure period, (ii)
               Tenant shall be in actual physical occupancy of the then existing
               demised premises and there shall not then be in effect one or
               more subleases pursuant to which Tenant has subleased in the
               aggregate more than 25% of the then existing demised premises,
               and (iii) there shall not then be in effect an assignment of this
               Lease, except an assignment which does not require Landlord's
               consent. Any attempt to exercise the Expansion Option under any
               one or more of such circumstances shall be null and void.

               (k) Tenant shall be given the first opportunity to Lease the
               Expansion Space in accordance with the terms of this Article,
               provided, however, that if Tenant does not elect to exercise the
               Expansion Option with respect to the Expansion Space in
               accordance with this Article and within the applicable time
               period, time being of the essence, then (i) Tenant shall have
               forever waived and relinquished its right to exercise the
               Expansion Option with respect to the Expansion Space, (ii)
               Landlord shall at any time thereafter be entitled to lease the
               Expansion Space to others at such rental and upon such terms and
               conditions as Landlord in its sole discretion may desire, and
               (iii) Tenant, upon Landlord's request, shall promptly deliver to
               Landlord (and any other person or entity designated by Landlord)
               a notice acknowledging that Tenant has forever waived and
               relinquished its right to exercise the Expansion Option.
               Notwithstanding the foregoing, if Landlord shall not have entered
               into a lease for the Expansion Space on or before the nine (9)
               month anniversary of the Expansion Space Scheduled Commencement
               Date, Tenant shall thereafter have a right of first refusal with
               respect to such Expansion Space pursuant to the provisions of
               Article SEVENTY-NINTH hereof.

     SEVENTY-THIRD: (a) Provided this Lease shall then be in full force and
     effect and Tenant shall not be in default hereunder beyond any applicable
     notice or grace period


                                       11
<PAGE>   47

     either as of the date of Tenant's exercise of the extension option
     described herein or as of the day which would otherwise be the first day of
     the Extension Term, as defined herein (which conditions regarding default
     may be waived by Landlord in its sole discretion), Tenant shall have the
     right, at its option, to extend the term of this Lease for a single five
     (5) year period (the "Extension Term"). The Extension Term shall commence
     on the day immediately following the original expiration date of this Lease
     and shall expire on the day prior to the fifth (5th) anniversary of such
     date unless the Extension Term shall sooner end pursuant to any of the
     terms, covenants or conditions of this Lease or pursuant to law. Tenant
     shall give Landlord written notice of Tenant's intention to exercise such
     option on or before the date which is nine (9) months prior to the original
     Expiration Date, the time of exercise being of the essence, and upon the
     giving of such notice, this Lease and the term hereof shall be extended
     without execution or delivery of any other or further documents, with the
     same force and effect as if the Extension Term had originally been included
     in the term of this Lease, and the Expiration Date of this Lease shall
     thereupon be deemed to be the last day of the Extension Term. All of the
     terms, covenants and conditions of this Lease shall continue in full force
     and effect during the Extension Term, including items of additional rent
     and escalation rent which shall remain payable on the terms herein set
     forth, except that (i) the fixed annual rent shall be calculated at the
     rate of $27.50 per rentable square foot per annum, and (ii) Tenant shall
     have no further right to extend the term of this Lease pursuant to this
     Article.

     (b) Promptly after the fixed annual rent for the Extension Term has been
     determined, Landlord and Tenant shall execute and deliver an agreement
     setting forth the annual rent for the demised premises (including the
     Expansion Space if same is then being leased by Tenant) for the Extension
     Term, provided the failure of the parties to do so shall not affect their
     respective rights and obligations hereunder.

     SEVENTY-FOURTH: Landlord and Tenant understand and agree that Tenant will
     obtain its electricity for the demised premises through the presently
     existing wiring and equipment servicing the demised premises, either on a
     "submetering basis" or on a "rent inclusion" basis. Initially, the parties
     agree, electricity distribution shall be on a "submetering" basis. If for
     any reason beyond Landlord's control, including action by government or
     other authority asserting jurisdiction over the matter, Tenant no longer
     can so obtain its electricity supply on a "submetering" basis, then and in
     such event Landlord will redistribute to Tenant the electricity for the
     demised premises, on a "rent inclusion" basis, as hereinafter provided.

          (A) SUBMETERING: If and so long as Landlord provides electricity to
     the demised premises on a submetering basis, Tenant covenants and agrees to
     purchase the same from Landlord or Landlord's designated agent at
     Landlord's Cost (as hereinafter defined), plus 15% thereof. Where more than
     one meter measures the service of Tenant in the Building, the KWHR and KW
     recorded by each meter shall be added, and the aggregate billed as if
     billed from a single meter. Bills therefor shall be rendered at such times
     as Landlord may elect and the amount, as computed from a meter or meters
     and determined by Landlord's electrical consultant, in accordance with this
     Article, shall be deemed to be, and be paid as, additional rent.


                                       12
<PAGE>   48


     Landlord's Cost for such redistributed electricity shall be equal to
     Landlord's Cost Rates (as hereinafter defined) for the relevant billing
     period multiplied by Tenant's electricity consumption (i.e., energy and
     demand) based on the aforedescribed meter readings as herein provided.

     Landlord's Cost Rates shall be determined as follows:

          "Landlord's Electricity Consumption Cost," (Landlord's cost per KWHR)
     for any given Utility Billing Period, shall mean the amount arrived at by
     dividing (i) Landlord's KWHR cost, as indicated on the applicable utility
     bill (inclusive of any taxes, including any taxes included in the
     computation of said utility bill) for Landlord's Electricity Consumption
     for said Utility Billing Period, inclusive of any fuel adjustments or rate
     adjustments contained in said utility bill allocable to Landlord's
     Electricity Consumption, by (ii) Landlord's Electricity Consumption as
     indicated on said bill.

          "Landlord's Electricity Demand Cost," (Landlord's cost per KW) for any
     given Utility Billing Period, shall mean the amount arrived at by dividing
     (i) Landlord's KW cost, as indicated on the applicable utility bill
     (inclusive of any taxes, including any taxes included in the computation of
     said utility bill) for Landlord's Electricity Demand for said Utility
     Billing Period, inclusive of any rate adjustments contained in said utility
     bill allocable to Landlord's Electricity Demand (provided that same have
     not been included in the computation of Landlord's Electricity Consumption
     Cost), by (ii) Landlord's Electricity Demand as indicated on said bill.

          For purposes of determining Landlord's Electricity Consumption Cost
     and Landlord's Electricity Demand Cost, (i) each amount appearing on any
     utility bill for demand, energy, fuel or rate adjustments shall be taken
     into account (where it cannot be determined from the utility bill whether
     such amount relates to consumption or to demand, it shall be deemed to
     relate to demand) and (ii) there shall be added to Landlord's Cost a sum
     equal to Landlord's reasonable fees paid to the electrical consultant and
     Landlord's overhead, in connection with billing and computing electricity
     charges for this Tenant.

          It is anticipated that electric rates, charges, etc. may be changed by
     virtue of changes in methods of billing, and/or electricity purchases and
     the redistribution thereof, fluctuations in the market price of
     electricity, changes in electricity and electric service (as defined
     below), and by the obtaining of electricity from public utilities and/or
     other providers in addition to, or instead of, Consolidated Edison Co. of
     New York. Accordingly, Landlord's Cost Rates shall also include Landlord's
     payments for electricity or electric service, for the applicable monthly or
     other period, to utilities and/or other providers, including Landlord's
     cost for any element affecting the generation, transmission, and/or
     distribution or redistribution of electricity. Any such portions of
     Landlord's Cost Rates for the Utility Billing Period, or other billing
     period, shall be equitably allocated to, and included in, Tenant's share of
     Landlord's Cost for electricity redistributed to Tenant.


                                       13
<PAGE>   49


          For purposes of this Article, the following terms shall have the
     following meanings:

          "Utility Billing Period" shall mean the respective periods of
     electricity consumption and demand for which Landlord is charged on each
     successive bill from the utility company or companies furnishing
     electricity to the Building.

          "Landlord's Electricity Consumption", for any given Utility Billing
     Period, shall mean the number of kilowatt hours of electricity consumed in
     and for the Building (including common areas, tenantable areas and
     mechanical areas) during said Utility Billing Period, as indicated on the
     applicable utility bill(s).

          "Landlord's Electricity Demand", for any given Utility Billing Period,
     shall mean the number of kilowatts of electricity demanded in and for the
     Building (including common areas, tenantable areas and mechanical areas)
     during said Utility Billing Period, as indicated on the applicable utility
     bill(s).

          Electricity and electric service, as used herein, shall mean any
     element affecting the generation, transmission, and/or distribution or
     redistribution of electricity, including but not limited to services which
     facilitate the distribution of service.

          (B) RENT INCLUSION: If and so long as Landlord provides electricity to
     the demised premises on a rent inclusion basis, Tenant agrees:

          1. The fixed annual rent shall be increased by the amount of the
     Electricity Rent Inclusion Factor ("ERIF"), as hereinafter defined. Tenant
     acknowledges and agrees (i) that the fixed annual rents hereinabove set
     forth in this Lease do not yet, but are to include an ERIF to compensate
     Landlord for electrical wiring and other installations necessary for, and
     for its obtaining and making available to Tenant, the redistribution of,
     electric current as an additional service; and (ii) that such ERIF, which
     is a portion of the fixed annual rent, shall be subject to periodic
     adjustments as herein provided.

          2. The ERIF shall be based in part on a survey of Tenant's consumption
     of redistributed electricity, made as hereinafter provided, and shall be
     equal to a sum equal to Landlord's cost ("Landlord's Cost") for such
     electricity, plus 15% thereof. Landlord's Cost for such redistributed
     electricity shall be equal to Landlord's Cost Rates (as hereinbefore
     defined) for the relevant billing period(s) multiplied by Tenant's
     electricity consumption (i.e. energy and demand) based on the most recent
     survey thereof, all as hereinafter provided. If after the start of the
     relevant billing period, the cost to Landlord of electricity shall be
     increased or decreased, by change in Landlord's electric rates or service
     classifications, or electricity charges including changes in market prices,
     or by changes in fuel adjustments, or by taxes or charges of any kind
     imposed on Landlord's electricity purchases, or on Landlord's electricity
     redistribution, or for any other such reason, then the ERIF, based on the
     most recent survey, shall be redetermined, effective as of the date of such
     change in Landlord's rates, etc., by Landlord's electrical consultant, in
     accordance with the provisions hereof.


                                       14
<PAGE>   50


          3. The parties agree that a reputable, independent electrical
     consultant, selected by Landlord ("Landlord's electrical consultant") and
     paid for by Landlord, shall by survey determine an estimate of Tenant's
     demand and energy in order to calculate the ERIF in accordance with this
     Article, and that Landlord's electrical consultant may from time to time
     make surveys in the demised premises of the electrical equipment and
     fixtures and the use of current in and for such space. The ERIF portion of
     the fixed annual rent shall then be appropriately adjusted, effective as of
     the date of each said survey, and in accordance with the provisions hereof.

          Pending the results of the first survey and determination to be made
     by Landlord's consultant, as herein provided, Tenant shall pay to Landlord
     a temporary ERIF at the rate of $3.00 per rentable square foot per year
     (which temporary charge shall thereafter be adjusted by survey and
     computations as hereinafter provided), for any portion of the demised
     premises receiving electricity on a rent inclusion basis. Said temporary
     payments shall be adjusted between Landlord and Tenant, by appropriate
     payments thereafter or by rent credits, retroactive to Tenant's
     commencement of electricity charges payable by Tenant hereunder under rent
     inclusion. Within three (3) months after Tenant's commencement of being
     provided electricity on a rent inclusion basis, Landlord will cause such a
     survey and determination to be made of the electricity consumption in and
     for said space; the initial survey's ERIF shall be payable from the date of
     the start of rent inclusion hereunder. Thereafter, the ERIF shall be
     adjusted in accordance with surveys and determinations by Landlord's
     electrical consultant, retroactive to the date of such survey subsequent to
     the initial survey of the demised premises.

          The parties understand and agree that in any survey of Tenant's
     electricity consumption in and for the demised premises, the consultant's
     survey results shall be calculated to reflect a proper demand (diversity)
     factor.

          (C) GENERAL CONDITIONS: If any tax is imposed upon Landlord's receipt
     from the sale or resale or redistribution of electrical energy or gas or
     telephone service to Tenant by any Federal, State or Municipal Authority,
     Tenant covenants and agrees that, where permitted by law, Tenant's pro-rata
     share of such taxes shall be passed on to, and included in the ERIF or in
     the bill of, and paid by, Tenant to Landlord (unless already included in
     Tenant's ERIF or additional rent, as above provided). The determinations by
     Landlord's electrical consultant shall be binding and conclusive on
     Landlord and on Tenant from and after the delivery of copies of such
     determinations to Landlord and Tenant, unless, within thirty (30) days
     after delivery thereof, Tenant disputes such determination. If Tenant so
     disputes the determination, it shall, at its own expense, obtain from a
     reputable, independent electrical consultant its own determinations in
     accordance with the provisions of this Article. Tenant's consultant and
     Landlord's consultant then shall seek to agree. If they cannot agree within
     thirty (30) days, they shall choose a third reputable electrical
     consultant, whose cost shall be shared equally by the parties, to make
     similar determinations which shall be controlling. (If they cannot agree on
     such third consultant within ten (10) days, then either party may apply to
     the Supreme Court in the County of New York for such appointment.) However,
     pending such controlling determinations, Tenant shall pay to Landlord the
     amount of additional rent or ERIF in accordance with the determinations of
     Landlord's electrical consultant. If the controlling


                                       15
<PAGE>   51

     determinations differ from Landlord's electrical consultant, then the
     parties shall promptly make adjustment for any deficiency owed by Tenant or
     overage paid by Tenant.

          At Landlord's option, Tenant agrees to purchase from Landlord all
     lamps and bulbs used in the demised premises and to pay for the cost of
     installation thereof, all at competitive prices. Landlord shall not be
     liable to Tenant, except for negligence or willful misconduct of Landlord,
     its employees or agents, for any loss or damage or expense which Tenant may
     sustain or incur if either the quantity or character of electric service is
     changed or is no longer available or suitable for Tenant's requirements.
     Tenant covenants and agrees that at all times its use of electric current
     shall never exceed the capacity of existing feeders to the Building and the
     demised premises, or the risers or wiring installation. Tenant agrees not
     to connect any additional electrical equipment to the Building electric
     distribution system, other than lamps, typewriters and other small office
     machines (including fax machines and p.c.'s) which consume comparable
     amounts of electricity, without Landlord's prior written consent, which
     consent shall not be unreasonably withheld or delayed.

          Any additional riser or risers to supply Tenant's electrical
     requirements, upon written request of Tenant, will be installed by
     Landlord, at the sole cost and expense of Tenant, if, in Landlord's sole
     judgment, the same are necessary and will not cause permanent damage or
     injury to the Building or the demised premises or cause or create a
     dangerous or hazardous condition or entail excessive or unreasonable
     alterations, repairs or expense or interfere with or disturb other tenants
     or occupants. In addition to the installation of such riser or risers,
     Landlord will also at the sole cost and expense of Tenant, install all
     other equipment proper and necessary in connection therewith, subject to
     the aforesaid terms and conditions.

          If all or part of the ERIF, or the submetering additional rent,
     payable in accordance with this Article becomes uncollectible or reduced or
     refunded by virtue of any law, order or regulation, the parties agree that,
     at Landlord's option, in lieu of ERIF, or submetering additional rent, and
     in consideration of Tenant's use of the Building's electric distribution
     system and receipt of redistributed electricity and payment by Landlord of
     consultant's fees and other redistribution costs, the fixed annual rental
     rate(s) to be paid under this Lease shall be increased by an "alternative
     charge" which shall be a sum equal to Landlord's Cost for electricity
     redistributed to Tenant, as hereinabove defined, plus 15% thereof (or the
     maximum such percentage then permitted by law).

          Landlord reserves the right, subject to the first paragraph of this
     Article, at any time, upon thirty (30) days' written notice, to change its
     furnishing of electricity to Tenant from a submetering basis to a rent
     inclusion basis, or vice versa or to change to the distribution of less
     than all the components of the existing service to Tenant. Landlord
     reserves the right to terminate the furnishing of electricity on a rent
     inclusion, submetering, or any other basis at any time, upon thirty (30)
     days' written notice to the Tenant, in which event the Tenant may make
     application directly to the public utility for the Tenant's entire separate
     supply of electric current and Landlord shall permit its wires and
     conduits, to the extent available and safely capable, to be used for such
     purpose, but only to the extent of Tenant's then authorized connected load.


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<PAGE>   52


          Any meters, risers, or other equipment or connections necessary to
     enable Tenant to obtain electric current directly from such utility and/or
     other providers, shall be installed at Tenant's sole cost and expense. Only
     rigid conduit or electricity metal tubing (EMT) will be allowed. The
     Landlord, upon the expiration of the aforesaid thirty (30) days' written
     notice to the Tenant, plus any additional time reasonably required for
     Tenant's receiving such direct service (except to the extent, if any, that
     sooner termination may be required by law), may discontinue furnishing the
     electric current, but this Lease shall otherwise remain in full force and
     effect. If Tenant was provided electricity on a rent inclusion basis when
     it was so discontinued, then commencing when Tenant receives such direct
     service and as long as Tenant shall continue to receive such service, the
     fixed annual rent payable under this Lease shall be reduced by the amount
     of the ERIF which was payable immediately prior to such discontinuance of
     electricity on a rent inclusion basis.

          (d) Anything hereinabove to the contrary notwithstanding, (i) in no
     event is the ERIF, or any submetering additional rent charge, to be less
     than an amount equal to the total of Landlord's payment to the public
     utility for the electricity consumed by Tenant (and any taxes thereon or on
     redistribution of same) and (ii) if Landlord should change from submetering
     to rent inclusion, Tenant's cost of using electricity within the demised
     premises will not increase solely as a result of such change.

     SEVENTY-FIFTH: Tenant may have twenty-five (25) listings on the Building's
     lobby directory at no cost or expense to Tenant and, if Tenant shall take
     additional space in the Building as provided herein, the number of listings
     shall be increased proportionately, also at no cost or expense to Tenant.
     Notwithstanding the foregoing, if after the date hereof Landlord shall
     operate a computerized directory wherein the Building's tenants shall be
     listed, Tenant shall be permitted a like number of computerized directory
     listings. The initial listings and the initial computer programming shall
     be without charge to Tenant. From time to time, but not more frequently
     than once every three (3) months, Landlord shall change the directory
     listings or reprogram the computerized directory to reflect such changes in
     the listings therein as Tenant shall request, and Tenant, promptly after
     such request, shall pay to Landlord its then customary new listing or
     reprogramming charge for each new listing or change that Tenant requests.

     SEVENTY-SIXTH: In connection with Tenant's use of the Building's freight
     elevators during the period of its Initial Alterations only, (i) during
     normal business hours, there will be no cost to Tenant to the extent it
     uses such freight elevators; and (ii) during hours other than normal
     business hours, Tenant's sole cost will be reimbursement of Landlord's
     actual out-of-pocket costs for overtime payments made to the Building's
     elevator operators in connection therewith. Such costs shall be deemed
     additional rent hereunder and shall be payable within twenty (20) days
     after request therefor.

     SEVENTY-SEVENTH: (a) Except as otherwise provided herein, Tenant, for
     itself, its heirs, distributees, executors, administrators, legal
     representatives, successors and assigns, expressly covenants that it shall
     not assign, mortgage or encumber this Lease, nor underlet, or suffer, or
     permit the demised premises or any part thereof to be used or occupied by
     others, without the prior written consent of Landlord in each instance. If
     this


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<PAGE>   53

     Lease be assigned, or if the demised premises or any part thereof be
     underlet or occupied by anybody other than Tenant, Landlord may, after
     default by Tenant, collect rent from the assignee, undertenant, or
     occupant, and apply the net amount collected to the rent herein reserved,
     but no assignment, underletting, occupancy or collection shall be deemed a
     waiver of the provisions hereof, the acceptance of the assignee,
     undertenant or occupant as tenant, or a release of Tenant from the further
     performance by Tenant of covenants on the part of Tenant herein contained.
     The consent by Landlord to an assignment or underletting shall not in any
     way be construed to relieve Tenant from obtaining the express consent in
     writing of Landlord to any further assignment or underletting. In no event
     shall any permitted sublessee assign or encumber its sublease or further
     sublet all or any portion of its sublet space, or otherwise suffer or
     permit the sublet space or any part thereof to be used or occupied by
     others, without Landlord's prior written consent in each instance. A
     modification, amendment or extension of a sublease shall be deemed a
     sublease, thereby requiring Landlord's consent (but only if Landlord's
     consent was required in the first instance). If any lien is filed against
     the demised premises or the Building for brokerage services claimed to have
     been performed for Tenant, whether or not actually performed, the same
     shall be discharged by Tenant within thirty (30) days after Tenant learns
     of such filing, at Tenant's expense, by filing a bond required by law, or
     otherwise, and paying any other necessary sums, and Tenant agrees to
     indemnify Landlord and its agents and hold them harmless from and against
     any and all claims, losses or liability resulting from such lien for
     brokerage services rendered.

          (b) If Tenant desires to assign this Lease or to sublet all or any
     portion of the demised premises, it shall first submit in writing to
     Landlord the documents described in Paragraph (c) hereof and shall offer in
     writing, (i) with respect to a prospective assignment, to assign this Lease
     to Landlord without any payment of moneys or other consideration therefor,
     or, (ii) with respect to a prospective subletting, to sublet to Landlord
     the portion of the demised premises involved ("Leaseback Area") for the
     term specified by Tenant in its proposed sublease and at the lower of (A)
     Tenant's proposed subrental or (B) at the same rate of fixed rent and
     additional rent, and otherwise on the same terms, covenants and conditions
     (including provisions relating to escalation rents), as are contained
     herein and as are allocable and applicable to the portion of the demised
     premises to be covered by such subletting. The offer shall specify the date
     when the Leaseback Area will be made available to Landlord, which date
     shall be in no event earlier than sixty (60) days nor later than one
     hundred eighty (180) days following the acceptance of the offer. If an
     offer of sublease is made, and if the proposed sublease will result in all
     or substantially all of the demised premises being sublet, then Landlord
     shall have the option to extend the term of its proposed sublease for the
     balance of the term of this Lease less one (1) day.

          Landlord shall have a period of thirty (30) days from the receipt of
     such offer to either accept or reject the same. If Landlord shall accept
     such offer Tenant shall then execute and deliver to Landlord, or to anyone
     designated or named by Landlord, an assignment or sublease, as the case may
     be, in either case in a form reasonably satisfactory to Landlord's and
     Tenant's counsel.

          If a sublease is so made, it shall expressly:


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<PAGE>   54


               (i)  permit Landlord to make further subleases of all or any part
                    of the Leaseback Area and (at no cost or expense to Tenant)
                    to make and authorize any and all changes, alterations,
                    installations and improvements in such space as necessary;

               (ii) provide that Tenant will, at all times, permit reasonably
                    appropriate means of ingress to and egress from the
                    Leaseback Area;

               (iii) negate any intention that the estate created under such
                    sublease be merged with any other estate held by either of
                    the parties;

               (iv) provide that Landlord shall accept the Leaseback Area "as
                    is" except that Landlord, at Tenant's expense, shall perform
                    all such work and make all such alterations as may be
                    required physically to separate the Leaseback Area from the
                    remainder of the demised premises (if applicable) and to
                    permit lawful occupancy, it being intended that Tenant shall
                    have no other cost or expense in connection with the
                    subletting of the Leaseback Area; and

               (v)  provide that at the expiration of the term of such sublease,
                    Tenant will accept the Leaseback Area in its then existing
                    condition, subject to the obligations of Landlord to make
                    such repairs thereto as may be necessary to preserve the
                    Leaseback Area in good order and condition, ordinary wear
                    and tear excepted.

          Landlord shall indemnify and save Tenant harmless from all obligations
     under this Lease as to the Leaseback Area during the period of time it is
     so sublet, except for fixed annual rent and additional rent, if any, due
     under the within Lease, which are in excess of the rents and additional
     sums due under such sublease.

          Subject to the foregoing, performance by Landlord, or its designee,
     under a sublease of the Leaseback Area shall be deemed performance by
     Tenant of any similar obligation under this Lease and any default under any
     such sublease shall not give rise to a default under a similar obligation
     contained in this Lease, nor shall Tenant be liable for any default under
     this Lease or deemed to be in default hereunder if such default is
     occasioned by or arises from any act or omission of the tenant under such
     sublease or is occasioned by or arises from any act or omission of any
     occupant holding under or pursuant to any such sublease.

          (c) If Tenant requests Landlord's consent to a specific assignment or
     subletting, it shall submit in writing to Landlord (i) the name and address
     of the proposed assignee or sublessee, (ii) a duly executed counterpart of
     the proposed agreement of assignment or sublease, (iii) reasonably
     satisfactory information as to the nature and character of the business of
     the proposed assignee or sublessee, and as to the nature of its proposed
     use of the space, and (iv) banking, financial or other credit information
     relating


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<PAGE>   55

     to the proposed assignee or sublessee reasonably sufficient to enable
     Landlord to determine the financial responsibility and character of the
     proposed assignee or sublessee.

          (d) If Landlord shall not have accepted Tenant's offer as provided in
     Paragraph (b), then Landlord will not unreasonably withhold or delay its
     consent to Tenant's request for consent to such specific assignment or
     subletting. Any such consent of Landlord shall be subject to the terms of
     this Article and conditioned upon there being no default by Tenant, beyond
     notice and any grace period, under any of the terms, covenants and
     conditions of this Lease at the time that Landlord's consent to any such
     subletting or assignment is requested and on the date of the commencement
     of the term of any such proposed sublease or the effective date of any such
     proposed assignment.

          (e) Upon receiving Landlord's written consent (and unless theretofore
     delivered to Landlord), a duly executed copy of the sublease or assignment
     shall be delivered to Landlord within ten (10) days after execution
     thereof. Any such sublease shall provide that the sublease shall comply
     with all applicable terms and conditions of `this Lease to be performed by
     Tenant hereunder. Any such assignment of Lease shall contain an assumption
     by the assignee of all of the terms, covenants and conditions of this Lease
     to be performed by Tenant.

          (f) Anything herein contained to the contrary notwithstanding:

               (i) Tenant shall not advertise (but may list with brokers) its
          space for assignment or subletting at a rental rate lower than the
          greater of the then Building rental rate for such space or the rental
          rate then being paid by Tenant to Landlord.

               (ii) The transfer of a majority of the issued and outstanding
          capital stock of any corporate tenant or subtenant of this Lease or a
          majority of the total interest in any partnership tenant or subtenant,
          however accomplished, and whether in a single transaction or in a
          series of related or unrelated transactions, shall be deemed an
          assignment of this Lease or of such sublease. The transfer of
          outstanding capital stock of any corporate tenant, for purposes of
          this Article, shall not include sale of such stock by persons other
          than those deemed "insiders" within the meaning of the Securities
          Exchange Act of 1934 as amended, and which sale is effected through
          the "over-the-counter market" or through any recognized stock
          exchange.

               (iii) No assignment or subletting shall be made:

                    (A) To any person or entity which shall at that time be a
               tenant, subtenant or other occupant of any part of the Building
               of which the demised premises form a part, or who dealt with
               Landlord or Landlord's agent (directly or through a broker) with
               respect to space in the Building during the six (6) months
               immediately preceding Tenant's request for Landlord's consent
               unless such tenant, subtenant or occupant is expanding its space
               and Landlord has no other suitable space available in the
               Building or unless the provisions of paragraph (g) below are
               applicable to the transaction;


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<PAGE>   56


                    (B) By the legal representatives of Tenant or by any person
               to whom Tenant's interest under this Lease passes by operation of
               law, except in compliance with the provisions of this Article;

                    (C) To any person or entity for the conduct of a business
               which is not in keeping with the standards and the general
               character of the Building of which the demised premises form a
               part.

          (g) Anything hereinabove contained to the contrary notwithstanding,
     the offer back to Landlord pursuant to the provisions of Paragraph (b)
     hereof and the provisions of Paragraph (h) below shall not apply to, and
     Landlord's consent shall not be required with respect to, an assignment of
     this Lease, or sublease of all or part of the demised premises, to the
     parent of Tenant or to a wholly-owned subsidiary of Tenant or of said
     parent, or to any corporation into or with which Tenant may be merged or
     consolidated, provided that the net worth of the resulting corporation is
     at least equal to $50,000,000 at the time of the assignment or commencement
     of the sublease provided, further, that any such assignment of Lease shall
     contain an assumption by the assignee of all of the terms, covenants and
     conditions of this Lease to be performed by Tenant. Tenant agrees that no
     such assignment or subletting shall be effective unless and until Tenant
     gives Landlord written notice thereof, together with a true copy of the
     assignment or of the sublease.

          (h) If Landlord shall not have accepted Tenant's offer to lease back
     the demised premises and Tenant effects such assignment or subletting,
     then, except as otherwise provided in subparagraph (g) above, Tenant
     thereafter shall pay to Landlord a sum equal to fifty (50%) percent of (i)
     any rent or other consideration paid to Tenant by any subtenant which
     (after deducting the costs of Tenant, if any, in effecting the subletting,
     including reasonable alteration costs, commissions and legal fees) is in
     excess of the rent allocable to the subleased space which is then being
     paid by Tenant to Landlord pursuant to the terms hereof, and (ii) any other
     profit or gain (after deducting any necessary expenses incurred) realized
     by Tenant from any such subletting or assignment. All sums payable
     hereunder by Tenant shall be payable to Landlord as additional rent upon
     receipt thereof by Tenant.

               (i) In no event shall Tenant be entitled to make, nor shall
          Tenant make, any claim and Tenant hereby waives any claim for money
          damages (nor shall Tenant claim any money damages by way of set-off,
          counterclaim, or defense) based upon any claim or assertion by Tenant
          that Landlord has unreasonably withheld or unreasonably delayed its
          consent or approval to a proposed assignment or subletting as provided
          for in this Article. Tenant's sole remedy shall be an action or
          proceeding to enforce any such provision, or for specific performance,
          injunction or declaratory judgment.

     SEVENTY-EIGHTH: Intentionally omitted.


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<PAGE>   57


     SEVENTY-NINTH:

          (i) Provided Tenant shall not then be in default of its material
     obligations hereunder beyond the expiration of any applicable grace or cure
     period, in the event Landlord shall receive a bona fide offer during the
     term hereof to lease any portion of the seventh floor of the Building which
     is not then being leased by Tenant (subject, however, in the case of the
     portion of the seventh floor which is currently being leased by Robins &
     Associates LLP, to the provisions of Article SEVENTY-SECOND of this Lease),
     Landlord shall send written notice thereof (the "First Refusal Notice") to
     Tenant by hand or by certified mail, return receipt requested, which notice
     shall be accompanied by a brief description of the material terms offered
     by the prospective tenant. Such description shall include the name of the
     prospective tenant, the space proposed to be leased by the prospective
     tenant, the square footage of the space, the term of the proposed Lease,
     the proposed rent, rent escalation terms, free rent, if any, work to be
     performed by Landlord, if any, the security deposit and the amount to be
     paid for electricity.

          (ii) Within ten (10) business days after Tenant receives the First
     Refusal Notice, time being of the essence, Tenant shall have the right to
     elect to lease the space which is the subject of such Notice on the same
     terms and conditions as are outlined in such Notice (provided, however,
     that notwithstanding the term of the proposed lease as specified in the
     First Refusal Notice, if Tenant elects to exercise its option, the term of
     Tenant's lease for the space covered by the First Refusal Notice will run
     through and including the Expiration Date of this Lease), and, if Tenant
     elects to lease such space on such terms and conditions, Landlord and
     Tenant shall promptly proceed to enter into a lease (or modification of
     this Lease) on such terms and conditions provided, however, that (i)
     notwithstanding the terms provided for in the Notice, the base rent to be
     payable by Tenant with respect to such space shall be the then fixed annual
     rent then being paid by Tenant with respect to the demised premises, as
     same may have been adjusted and/or escalated in accordance with the
     provisions of this Lease and (ii) Tenant shall receive a work allowance
     equal to the product of (1) the number of rentable square feet for such
     space multiplied by (2) $25.00 times a fraction, the numerator of which is
     the number of months remaining in the term of this Lease (excluding the
     Extension Term) as of the commencement date of the term for such space, and
     the denominator of which is 85.

          (iii) In the event Tenant shall fail or elect not to exercise its
     option to lease such space within the time provided in Paragraph B above,
     Landlord shall be free to consummate the transaction summarized in the
     Notice with the prospective tenant, it being agreed that the terms of the
     lease entered into between Landlord and the prospective tenant identified
     in such offer only must be substantially similar to, but not identical to,
     the summary of the transaction as provided in the Notice.

          (iv) In the event Tenant shall elect not to lease such space and
     Landlord shall not have consummated the transaction which gave rise to the
     First Refusal Notice within ninety (90) days following delivery of such
     First Refusal Notice, then Landlord shall be obligated to again comply with
     the terms of this Article if it receives a bona fide offer to lease all or
     any portion of the balance of the seventh floor of the Building (subject,
     again, to the provisions of Article SEVENTY-SECOND hereof).


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<PAGE>   58


     EIGHTIETH:

          A. (i) Tenant shall comply with all federal, state and local
     environmental protection and regulatory laws applicable to the demised
     premises but only to the extent such compliance is not otherwise the
     obligation of Landlord under this Lease.

          (ii) Tenant shall not use, generate, manufacture, store or dispose of
     any Hazardous Substance on, under or about the demised premises or the
     Building nor transport any Hazardous Substance thereto, except chemicals
     customarily used in ordinary cleaning activities. Tenant shall promptly
     advise Landlord, in writing, of any and all (a) enforcement, clean-up,
     remediation, removal or other governmental or regulatory actions
     instituted, completed or threatened pursuant to any applicable laws
     relating to any Hazardous Substances in the demised premises and (b)
     claims, made or threatened by any person (including a governmental
     authority) against the demised premises, Tenant or Landlord relating to any
     damage, injury, costs, remedial action or cost recovery compensation
     arising out of or due to the existence of any Hazardous Substance in or
     about the demised premises or the Building.

          B. Tenant shall, if required by applicable law, remove all Hazardous
     Substances from the demised premises upon the expiration or earlier
     termination of the term of this Lease to the extent such Hazardous
     Substances are not existing in the demised premises on the Commencement
     Date. Similarly, to the extent any Hazardous Substances existing in the
     portion of the demised premises which is not currently occupied by Tenant
     are required by law to be removed or encapsulated, Landlord, at its sole
     cost and expense will, at Landlord's option, either remove or encapsulate
     such Hazardous Substances within 30 days of the date of this Lease.

          C. Tenant shall defend, indemnify and hold Landlord harmless from and
     against all actions, causes of action, claims, lawsuits, administrative
     proceedings, hearings, judgments, awards, fines, penalties, costs
     (including legal, engineers', experts', investigatory and consulting fees),
     damages, remediation activities and clean-up costs, liens, and all other
     liabilities incurred by Landlord whenever incurred, arising out of Tenant's
     act or failure to act resulting in (1) the existence or presence (or
     alleged existence or presence) in or about the Building (including the
     demised premises) of any Hazardous Substance or the release of any
     Hazardous Substance into the environment, to the extent caused by Tenant,
     its employees, guests, contractors or agents ; (2) any personal injury or
     property damage resulting from any Hazardous Substance in or about the
     Building (including the demised premises), to the extent caused by Tenant,
     its employees, guests, contractors or agents; (3) the violation of any
     federal, state or municipal environmental protection or regulatory law
     caused by Tenant, its employees, guests, contractors or agents; or (4) the
     commencement or prosecution of any judicial or administrative procedure
     arising out of any claims under any federal, state or municipal
     environmental protection or regulatory law or common law cause of action in
     which Landlord is named a party or in which it may intervene. The
     obligations of Tenant under this paragraph C shall survive the expiration
     or earlier termination of the term hereof.


                                       23
<PAGE>   59


          D. Landlord shall defend, indemnify and hold Tenant harmless from and
     against all actions, causes of action, claims, lawsuits, administrative
     proceedings, hearings, judgments, awards, fines, penalties, costs
     (including legal, engineers', experts', investigatory and consulting fees),
     damages, remediation activities and clean-up costs, liens, and all other
     liabilities incurred by Tenant whenever incurred, arising out of Landlord's
     act or failure (alleged or actual) to act resulting in (1) the existence or
     presence (or alleged existence or presence) in or about the Building or the
     demised premises of any Hazardous Substance or the release of any Hazardous
     Substance into the environment; (2) any personal injury or property damage
     resulting from any Hazardous Substance in or about the Building or the
     demised premises; (3) the violation of any federal, state or municipal
     environmental protection or regulatory law by Landlord, its employees,
     agents, contractors, licensees, visitors or guests; or (4) the commencement
     or prosecution of any judicial or administrative procedure arising out of
     any claims under any federal, state or municipal environmental protection
     or regulatory law or common law cause of action in which the Building is
     involved and in which Tenant is named a party. The obligations of Landlord
     under this paragraph D shall survive the expiration or earlier termination
     of the term hereof.

          E. "Hazardous Substance" means any hazardous substance as defined in
     the Comprehensive Environmental Response, Compensation and Liability Act of
     1980, 42 U.S.C.ss. 9601 et seq., as amended by the Superfund Amendments and
     Reauthorization Act of 1986; hazardous waste as defined in the Resource
     Conservation and Recovery Act of 1976, 42 U.S.C.ss. 6901 et seq., as any of
     the foregoing may be amended or superseded; oil; petroleum product,
     derivative, compound or mixture; mineral, including asbestos; chemical;
     gas; medical waste; polychlorinated biphenyls (pcb's); methane; radon;
     radioactive material; volatile hydrocarbons; or other material, whether
     naturally occurring, man-made or the by-product of any process, which is
     toxic, harmful or hazardous or acutely hazardous to the environment or
     public health or safety; or any other substance the existence of which on
     or at any property would be the basis for a claim for damages, clean-up
     costs or remediation costs, fine, penalty or lien under any federal, state
     or municipal environmental protection or regulatory law or applicable
     common law.

     EIGHTY-FIRST: Landlord represents that (a) it is the fee owner of the
     Building and the land upon which the Building is located and (b) there is
     presently no mortgage encumbering the Building.


                                       24
<PAGE>   60



                                    7TH FLOOR

                                  1333 BROADWAY

                                  "FLOOR PLAN"




                                       25