<PAGE>
                                                                   Exhibit 10.16

                          STANDARD FORM OF LOFT LEASE
                    The Real Estate Board of New York, Inc.
                    (C)Copyright 1982. All Rights Reserved.
                  Reproduction in whole or in part prohibited.
                                                                          L-1/83


AGREEMENT OF LEASE, made as of this 23rd day of July 1992, between ROBERT MARTIN
COMPANY, a New York partnership, having an office at 100 Clearbrook Road,
Elmsford, New York 10523 party of the first part, hereinafter referred to as
OWNER, and AMERICAN BANKNOTE HOLOGRAPHICS, INC., a Delaware corporation, having
an office at 345 Hudson Street, New York, New York 10014, party of the second
part, hereinafter referred to as TENANT.

WITNESSETH:  Owner hereby leases to Tenant and Tenant hereby hires from Owner
the area of the ground level shown on the floor plan annexed hereto as Exhibit D
(the "demised premises") containing approximately 58,934 square feet, the
("Rentable Area") in the building known as 399 Executive Boulevard (the
"Building") Elmsford, New York, for the term of fifteen (15) years

     (or until such term shall sooner cease and expire as hereinafter provided)
to commence on the              ,               as set forth in Article 42, both
dates inclusive, at an annual rental rate of (the "Fixed Annual Rent"),
$729,827.00 per annum for the first 5 lease years, and $788,761.00 per annum for
the second 5 lease years and $745,515.10 per annum for the last 5 lease years
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 in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first         monthly installment(s) on the execution hereof (unless
this lease be a renewal).

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

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

               2.   Tenant shall use and occupy demised premises for general
               office, research and development, storage, distribution, laser
               laboratory, light manufacturing and printing, provided such use
               is in accordance with the Certificate of Occupancy for the
               building, if any, and for no other purpose.

ALTERATIONS:   3.   Tenant shall make no changes in or to the demised premises
               of any nature without Owner's prior written consent. (1) Subject
               to the prior written consent of Owner, and to the provisions of
this article, Tenant at Tenant's expense, may make alterations, installations,
additions or improvements which are non-structural and which do not affect
utility services or plumbing and electrical lines, in or to the interior of the
demised premises using contractors or mechanics first approved by Owner. (1)
Tenant shall, at its expense, before making any alterations, additions,
installations or improvements obtain all permits, approval and certificates
required by any governmental or quasi-governmental bodies and (upon completion)
certificates of final approval thereof and shall deliver promptly duplicates of
all such permits, approvals and certificates to Owner. Tenant agrees to carry
and will cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as Owner
may require. If any mechanic's lien is filed against the demised premises, or
the building of which the same forms a part, for work claimed to have been done
for, or materials furnished to, Tenant, whether or not done pursuant to this
article, the same shall be discharged by Tenant within 2 days thereafter, at
Tenant's expense, by filing the bond required by law or otherwise. All fixtures
and all paneling, partitions, railings and like installations, installed in the
premises at any time, either by Tenant or by Owner on Tenant's behalf, shall,
upon installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed from the demised premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
Article shall be construed to give Owner title to or to prevent Tenant's removal
of trade fixtures, moveable office furniture and equipment, but upon removal of
any such from the premises or upon removal of other installations as may be
required by Owner, Tenant shall immediately and at its expense, repair and
restore the premises to the condition existing prior to installation and repair
any damage to the demised premises or the building due to such removal. All
property permitted or required to be removed, by Tenant at the end of the term
remaining in the premises after Tenant's removal shall be deemed abandoned and
may, at the election of Owner, either be retained as Owner's property or removed
from the premises by Owner, at Tenant's expense. (See Article 56)

REPAIRS:       4. (3)(30) Tenant shall, throughout the term of this lease, take
               good care of the demised premises including the bathrooms and
               lavatory facilities and the windows and window frames and, the
fixtures and appurtenances therein and at Tenant's sole cost and expense
promptly make all repairs thereto and to the building, whether structural or
non-structural in nature, caused by or resulting from the (3a) or improper
conduct of Tenant, Tenant's servants, employees, invitees, or licensees, and
whether or not arising from such Tenant conduct or omission, when required by
other provisions of this lease, including Article 6. Tenant shall also repair
all damage to the building and the demised premises caused by the moving of
Tenant's fixtures, furniture or equipment. All the aforesaid repairs shall be of
quality or class equal to the original work or construction. If Tenant fails,
after ten days notice, to proceed with due diligence to make repairs required to
be made by Tenant, the same may be made by the Owner at the expense of Tenant,
and the expenses thereof incurred by Owner shall be collectible, as additional
rent, after rendition of a bill or statement therefor. If the demised premises
be or become infested with vermin, Tenant shall, at its expense, cause the same
to be exterminated. Tenant shall give Owner prompt notice of any defective
condition in any plumbing, heating system or electrical lines located in the
demised premises and following such notice, Owner shall remedy the condition
with due diligence, but at the expense of Tenant, if repairs are necessitated by
damage or injury attributable to Tenant, Tenant's servants, agents, employees,
invitees or licensees as aforesaid. Except as specifically provided in Article 9
or elsewhere in this lease, there shall be no allowance to the Tenant for a
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner. Tenant or
others making or failing to make any repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises or in
and to the fixtures, appurtenances or equipment thereof. The provisions of this
Article 4 with respect to the making of repairs shall not apply in the case of
fire or other casualty with regard to which Article 9 hereof shall apply. (See
Article 56)

WINDOW         5.   Tenant will not clean nor require, permit, suffer or allow
CLEANING:      any window in the demised premises to be cleaned from the outside
               in violation of Section 202 of the New York State Labor Law or
               any other applicable law, or of any other body having or
asserting jurisdiction.

REQUIREMENTS   6.   (4) Prior to the commencement of the lease term, if Tenant
OF LAW,        is then in possession, and at all times thereafter, Tenant shall,
FIRE INSURANCE at Tenant's sole cost and expense, promptly comply with all
FLOOR LOADS:   present and future laws, orders and regulations of all state,
               federal, municipal and local governments, departments,
               commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the New York Board of
Fire Underwriters, or the Insurance Services Office, or any similar body which
shall impose any violation, order or duty upon Owner or Tenant with respect to
the demised premises, arising out of Tenant's use or manner of use thereof, or,
with respect to the building, if arising out of Tenant's use or manner of use
of the demised premises or the building (including the use permitted under the
lease).


                                      -1-
<PAGE>
     Except as provided in Article 29 hereof, nothing herein shall require
Tenant to make structural repairs or alterations unless Tenant has, by its
manner of use of the demised premises or method of operation therein, violated
any such laws, ordinances, orders, rules, regulations or requirements with
respect thereto. Tenant shall not do or permit any act or thing to be done in or
to the demised premises (5) which is contrary to law, or which will invalidate
or be in conflict with public liability, fire or other policies of insurance at
any time carried by or for the benefit of Owner. Tenant shall not keep anything
in the demised premises except as now or hereafter permitted by the Fire
Department, Board of Fire Underwriters, Fire Insurance Rating Organization and
other authority having jurisdiction, and then only in such manner and such
quantity so as not to increase the rate for fire insurance applicable to the
building, nor use the premises in a manner which will increase the insurance
rate for the building or any property located therein over that in effect (6).
If by reason of failure to comply with the foregoing the fire insurance rate
shall, at the beginning of this lease or at any time thereafter, be higher than
it otherwise would be, then Tenant shall reimburse Owner, as additional rent
hereunder, for that portion of all fire insurance premiums thereafter paid by
Owner which shall have been charged because of such failure by Tenant. In any
action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" or rate for the building or demised premises issued by a body making
fire insurance rates applicable to said premises shall be conclusive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rates then applicable to said premises. Tenant shall not place a load
upon any floor of the demised premises exceeding the floor load per square foot
area which it was designed to carry and which is allowed by law (11d). Owner
reserves the right to prescribe the weight and position of all safes, business
machines and mechanical equipment. Such installations shall be placed and
maintained by Tenant, at Tenant's expense, in settings sufficient, in Owner's
judgement, to absorb and prevent vibration, noise and annoyance.


     (See Article 59)


SUBORDINATION:  7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any
such underlying leases and mortgages. This clause shall be self-operative and
no further instrument or subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.


     (See Article 59)


PROPERTY--LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY:  8. Owner or its agents shall
not be liable for any damage to property of Tenant or of others entrusted to
employees of the building, nor for loss of or damage to any property of Tenant
by theft or otherwise, nor for any injury or damage to persons or property
resulting from any cause of whatsoever nature, unless caused by or due to the
negligence of Owner, its agents, servants or employees; Owner or its agents
shall not be liable for any damage caused by other tenants or persons in, upon
or about said building or caused by operations in connection of any private,
public or quasi public work. If at any time any windows of the demised premises
are temporarily closed, darkened or bricked up (or permanently closed, darkened
or bricked up, if required by law) for any reason whatsoever including, but not
limited to Owner's own acts. Owner shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation therefor
nor abatement or diminution of rent nor shall the same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall indemnify and
save harmless Owner against and from all liabilities, obligations, damages,
penalties, claims, costs and expenses for which Owner shall not be reimbursed by
insurance, including reasonable attorney's fees, paid, suffered or incurred as a
result of any breach by Tenant, Tenant's agents, contractors, employees,
invitees, or licensee, of any covenant or condition of this lease, or the
carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under this
lease extends to the acts and omissions of any sub-tenant, and any agent,
contractor, employee, invitee or licensee of any sub-tenant. In case any action
or proceeding is brought against Owner by reason of any such claim, Tenant, upon
written notice from Owner, will, at Tenant's expense, resist or defend such
action or proceeding by counsel approved by Owner in writing, such approval not
to be unreasonably withheld.

DESTRUCTION, FIRE AND OTHER CASUALTY:  9. (a) If the demised premises or any
part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Owner and this lease shall continue in full force
and effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by and at the expense of Owner and the rent,
until such repair shall be substantially completed, shall be apportioned from
the day following the casualty according to the part of the premises which is
usable. (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent shall be proportionately paid
up to the time of the casualty and thenceforth shall cease until the date when
the premises shall have been repaired and restored by Owner, subject to Owner's
right to elect not to restore the same as hereinafter provided. (d) If the
demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90 days after such fire or casualty, specifying a date for the
expiration of the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as if such date were the date
set forth above for the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to Owner's
rights and remedies against Tenant under the lease provisions in effect prior to
such termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant, unless Owner shall serve a termination
notice as provided for herein, Owner shall make the repairs and restorations
under the conditions of (b) and (c) hereof, with all reasonable expedition,
subject to delays due to adjustment of insurance claims, labor troubles and
causes beyond Owner's control. After any such casualty, Tenant shall cooperate
with Owner's restoration by removing from the premises as promptly as reasonably
possible, all of Tenant's salvageable inventory and movable equipment,
furniture, and other property. Tenant's liability for rent shall resume five (5)
days after written notice from Owner that the premises are substantially ready
for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant
from liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any insurance in
its favor before making any claim against the other party for recovery for loss
or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery against the
other or any one claiming through or under each of them by way of subrogation or
otherwise. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the
party benefitting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the party obtaining
insurance coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of subrogation. Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Owner will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.


     (See Article 59)


EMINENT DOMAIN:  10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease. 11

ASSIGNMENT, MORTGAGE, ETC.:  11. (11a) Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Owner in each
instance. Transfer of the (27) stock of a corporate Tenant shall be deemed an
assignment. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under-tenant or occupant, and
apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting.


     (See Article 59)


ELECTRIC CURRENT:  12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing leeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time
of the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.


     (See Article 48)


ACCESS TO PREMISES:  13. Owner or Owner's agents shall have the right (but shall
not be obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times, (9) to examine the same and to make such
repairs, replacements and improvements as Owner may deem necessary and
reasonably desirable to any portion of the building or which Owner may elect to
perform in the premises after Tenant's failure to make repairs or perform any
work which Tenant is obligated to perform under this lease, or for the purpose
of complying with laws, regulations and other directions of governmental
authorities. Tenant shall permit Owner to use and maintain and replace pipes (7)
and conduits in and through the demised premises and to erect new pipes (7) and
conduits therein provided, wherever possible, (8) they are within walls or
otherwise concealed. Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason of
loss or interruption of business or otherwise. (10) Throughout the term hereof
Owner shall have the right to enter the demised premises at reasonable hours for
the purpose of showing the same to prospective purchasers or mortgagees of the
building, and during the last six months of the term for the purpose of showing
the same to prospective tenants and may, during said six months period, place
upon the premises the usual notices "To Let" and "For Sale" which notices Tenant
shall permit to remain thereon without molestation. If Tenant is not present to
open and permit an entry into the premises, Owner or Owner's agents may enter
the same whenever such entry may be necessary or permissible by master key or
forcibly (11b) and provided reasonable care is exercised to safeguard Tenant's
property, such entry shall not render Owner or its agents liable therefor, nor
in any event shall the obligations of Tenant hereunder be affected. (11c) If
during the last month of the term Tenant shall have removed all or substantially
all of Tenant's property therefrom. Owner may immediately enter, alter, renovate
or redecorate the demised premises without limitation or abatement of rent, or
incurring liability to Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder. _______________

+ Rider to be added if necessary.




                                      -2-

<PAGE>
VAULT, VAULT SPACE AREA:

14.  No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of building is leased hereunder, anything contained in
or indicated on any sketch, blue print or plan, or anything contained elsewhere
in this lease to the contrary notwithstanding. Owner makes no representations to
the location of the property line of the building. All vaults and vault space
and all such areas not within the property line of the building, which Tenant
may be permitted to use and/or occupy, is to be used and/or occupied under a
revocable license, and if any such license be revoked, or if the amount of such
space or area be diminished or required by any federal, state or municipal
authority or public utility, Owner shall not be subject to any liability nor
shall Tenant be entitled to any compensation or diminution or abatement of rent,
nor shall such revocation, diminution or requisition be deemed constructive or
actual eviction. Any tax, fee or charge of municipal authorities for such vault
or area shall be paid by Tenant, if used by Tenant, whether or not specifically
leased hereunder.

OCCUPANCY:

15.  Tenant will not at any time use or occupy the demised premises in violation
of the certificate of occupancy issued for the building of which the demised
premises are a part. 15 Tenant has inspected the premises and accepts them as
is, subject to the rider annexed hereto with respect to Owner's work, if any. In
any event, Owner makes no representation as to the condition of the premises and
Tenant agrees to accept the same subject to violations, whether or not of
record. 16 If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business, Tenant shall be responsible for
and shall procure and maintain such license or permit.

BANKRUPTCY:

16.  (a) Anything elsewhere in this lease to the contrary notwithstanding, this
lease may be cancelled by Owner by sending of a written notice to Tenant within
a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; 17 or (2) the making by Tenant of an
assignment or any other arrangement for the benefit of creditors under any state
statute. Neither Tenant nor any person claiming through or under Tenant, or by
reason of any statute or order of court, shall thereafter be entitled to
possession of the premises demised but shall forthwith quit and surrender the
premises. If this lease shall be assigned in accordance with its terms, the
provisions of this Article 16 shall be applicable only to the party then owning
Tenant's interest in this lease.

     (b) It is stipulated and agreed that in the event of the termination of
this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference between
the rental reserved hereunder for the unexpired portion of the term demised and
the fair and reasonable rental value of the demised premised 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 relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed 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.

                                (See Article 59)

DEFAULT:

17.  (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the convenants for the payment of rent or additional rent; or if the
demised premises becomes vacant or deserted or if this lease be rejected under
Section 235 of Title 11 of the U.S. Code (bankruptcy code); or if any execution
or attachment shall be issued against Tenant or any or Tenant's property
whereupon the demised premises shall be taken or occupied by someone other than
Tenant; or if Tenant shall make default with respect to any other lease between
Owner and Tenant; or if Tenant shall have failed, after five (5) days written
notice, to redeposit with Owner any portion of the security deposited hereunder
which Owner has applied to the payment of any rent and additional rent due and
payable hereunder or failed to move into or take possession of the premises
within fifteen (15) days after the commencement of the term of this lease, of
which fact Owner shall be the sole judge; then in any one or more of such
events, upon Owner serving a written 18 days notice upon Tenant specifying the
nature of said default and upon the expiration of said 18 days, if Tenant shall
have failed to comply with or remedy such default, or if the said default or
omission complained of shall be of a nature that the same cannot be completely
cured or remedied within said 18 day period, and if Tenant shall not have
diligently commenced 14 such default within such 18 day period, and shall not
thereafter with reasonable diligence and in good faith, proceed to remedy or
cure such default, then Owner may serve a written 18 days notice of cancellation
of this lease upon Tenant, and upon the expiration of said 18 days this lease
and the term thereunder shall end and expire as fully and completely as if the
expiration of such 18 day period were the day herein definitely fixed for the
end and expiration of this lease and the term thereof and Tenant shall then quit
and surrender the demised premises to Owner but Tenant shall remain liable as
hereinafter provided.

     (2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid: or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any other payment herein required: then and in
any of such events Owner may without notice, re-enter the demised premises
either by force or otherwise, and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease had not
been made, and Tenant herby waives the service of notice of intention to
re-enter or to institute legal proceedings to that end. If tenant shall make
default hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Owner may cancel and terminate such renewal or
extension agreement by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:

18.  In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings or otherwise, (a) the rent, and additional rent, shall
become due thereupon and be paid up to the time of such re-entry, dispossess
and/or expiration, (b) Owner may re-let the premises or any part or parts
thereof, either in the name of Owner or otherwise, for a term or terms, which
may at Owner's option be less than or exceed the period which would otherwise
have constituted the balance of the term of this lease and any grant concessions
or free rent or charge a higher rental than that in this lease, (c) Tenant or
the legal representatives of Tenant shall also pay Owner as liquidated damages
for the failure of Tenant to observe and perform said Tenant's convenants herein
contained any deficiency between the rent hereby reserved and or convenaned to
be paid and the net amount, if any, of the rents collected on account of the
subsequent lease or leases of the demised premises for each month of the period
which would otherwise have constituted the balance of the term of this lease.
The failure of Owner to re-let the premises or any part or parts thereof shall
not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses, attorney
fees, brokerage, advertising and for keeping the demised premises in good order
or for preparing the same for re-letting. Any such liquidated damages shall be
paid in monthly installments by Tenant on the rent day specified in this lease
and any suit brought to collect the amount of the deficiency for any month shall
not prejudice in any way the rights of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's option make
such alterations, repairs, replacements and/or decorations in the demised
premises as Owner, in Owner's sole judgement considers advisable and necessary
for the purpose of re-letting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Tenant from liability hereunder as aforesaid. Owner shall
in no event be liable in any way whatsoever for failure to re-let the demised
premises, or in the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting, and in no event shall Tenant be
entitled to receive any excess, if any, of such net rents collect over the sums
payable by Tenant to Owner hereunder. In the event of a breach or threatened
breach by Tenant of any of the covenants or provisions hereof, Owner shall have
the right of injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not herein
provide for. Mention in this lease of any particular remedy, shall not preclude
Owner from any other remedy, in law or in equity. Tenant hereby expressly waives
any and all rights or redemption granted by or under any present or future laws.

FEES AND EXPENSES:

19.  If Tenant shall default in the observance or performance of any 18c term or
covenant on Tenant's part to be observed or performed under or by virtue of any
of the terms or provisions in any article of this lease, then, unless otherwise
provided elsewhere in this lease, Owner may immediately or at any time
thereafter and without notice perform the obligation of Tenant thereunder. If
Owner, in connection with the foregoing or in connection with any default by
Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but not limited to
attorney's fees, in instituting, prosecuting or defending any action or
proceedings, then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's 18c default shall be deemed to be additional rent and shall
be paid by Tenant to Owner within five (5) days of rendition of any bill or
statement to Tenant therefor. If Tenant's lease term shall have expired at the
time of making of such expenditures or incurring of such obligations, such sums
shall be recoverable by Owner as damages.

BUILDING ALTERATIONS AND MANAGEMENT:

20.  Owner shall have the right at any time without the same constituting an
eviction and without incurring liability to Tenant therefor to change the
arrangement and or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets, or other public parts of the building
and to change the name, number or designation by which the building may be
known. There shall be no allowance to Tenant for diminution of rental value
and no liability on the part of Owner by reason of inconvenience, annoyance or
injury to business arising form Owner or other Tenant making any repairs in
the building or any such alterations, additions and improvements. Furthermore,
Tenant shall not have any claim against Owner by reason of Owner's imposition
of any controls of the manner of access to the building by Tenant's social or
business visitors as the Owner may deem necessary for the security of the
building and its occupants. 28

NO REPRESENTATION BY OWNER:

21.  Neither Owner or Owner's agent have made any representations or promises
with respect to the physical condition of the building, the land upon which it
is erected or the demised premises, the rents, leases, expenses of operation or
any other matter or thing affecting or related to the demised premises or the
building except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as expressly
set forth in the provisions of this lease. Tenant has inspected the building
and the demised premises and is thoroughly acquainted with their condition and
agrees to take the same "as is " on the date possession is tendered and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken. 18e All understandings and agreements heretofore made
between the parties hereto are merged in this contract, which alone fully and
completely expresses the agreement between Owner and Tenant and any executory
agreement hereafter made shall be ineffective to
<PAGE>
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought.

END OF TERM:

22.  Upon the expiration or other termination of the term of this lease, Tenant
shall quit and surrender to Owner the demised premises, broom clean, in good
order and condition, ordinary wear and damages which Tenant is not required to
repair as provided elsewhere in this lease excepted, and Tenant shall remove all
its property from the demised premises. Tenant's obligation to observe or
perform this covenant shall survive the expiration or other termination of this
lease.

QUIET ENJOYMENT:

23.  Owner covenants and agrees with Tenant that upon Tenant paying the rent and
additional rent and conditions, on Tenant's part to be observed and performed,
Tenant may  peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 34 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

FAILURE TO GIVE POSSESSION:

24.  If Owner is unable to give possession of the demised premises on the date
of the commencement of the term hereof, because of the holding-over or retention
of possession of any tenant, undertenant or occupants or if the demised premises
are located in a building being constructed, because such building has not been
sufficiently completed to make the premises ready for occupancy or because of
the fact that a certificate of occupancy has not been procured  or if Owner has
not completed any work required to be performed by Owner, or for any other
reason, Owner shall not be subject to any liability for failure to give
possession on said date and the validity of the lease shall not be subject to
any liability for failure to give possession on said date and the validity of
the lease shall not be impaired under such circumstances, nor shall the same be
construed in any wise to extend the term of this lease, but the rent payable
hereunder shall be abated (provided Tenant is not responsible for Owner's
inability to obtain possession or complete any work required) until after Owner
shall have given Tenant notice that the premises are substantially ready for
Tenant's occupancy. 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 lese, except
as to the covenant to pay rent. The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the New York Property Law.

NO WAIVER:

25.  The failure of Owner to seek redress for violation of, or to insist upon
the strict performance of any covenant or condition of this lease or of any of
the Rules or Regulations, set forth or hereafter adopted by Owner, shall not
prevent a subsequent act which would have originally constituted a violation
from having all the force  and effect of an original violation. The receipt by
Owner of rent with knowledge of the breach of any covenant of this lease shall
be deemed a waiver of such breach and no provision of this lease shall be deemed
to have been waived  by Owner unless such waiver be in writing signed by Owner.
No payment by Tenant or receipt by Owner of a lesser amount than the monthly
rent herein stipulated rent, nor shall any endorsement or statement of any check
or any letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Owner may accept such check or payment without prejudice to
Owner's right to recover the balance of such rent or pursue any other remedy in
this lease provided. All checks tendered to Owner as and for the rent of the
demised premises shall be deemed payments for the account of Tenant. Acceptance
by Owner of rent from anyone other than Tenant shall not be deemed to operate as
an attornment to Owner by the payor of such rent or as a consent by Owner to an
assignment or subletting by Tenant of the demised premises to such payor, or as
a modification of the provisions of this lease. No act or thing done by Owner or
Owner's agents during the term hereby demised shall be deemed an acceptance of a
surrender of said premises and no agreement to accept such surrender shall be
valid unless in writing signed by Owner. No employee of Owner or Owner's agent
shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.

WAIVER OF TRIAL BY JURY:

26. It is mutually agreed by and between Owner and Tenant that the respective
parties hereto shall and they hereby do waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other (except for personal injury or property damage) on any matters whatsoever
arising out of or in any way connected with this lease, the relationship of
Owner and Tenant, Tenant's use of or occupancy of said premises, and any
emergency statutory or any other statutory remedy. It is further mutually agreed
that in the event Owner commences any summary proceeding for possession of the
premises, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding.

INABILITY TO PERFORM:

27.  18d This lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on part of Tenant to
be performed shall in no wise be affected, impaired or excused because Owner is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or is
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment or
fixtures if Owner is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever beyond Owner's sole control including,
but not limited to, government preemption in connection with a National
Emergency or by reason of any rule, order or regulation of any department or
subdivision thereof of any government agency or by reason of the conditions of
supply and demand which have been or are affected by war or other emergency.

BILLS AND NOTICES:

28.  (See Article 57)

WATER CHARGES:

29.  Owner 18a install a water meter and thereby measure Tenant's water
consumption 18f for all purposes. Owner 18b 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
Owner may cause such meter and equipment to be replaced or repaired and collect
the cost thereof from Tenant, as additional rent. 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 Owner may pay such charges and collect the same from
Tenant, as additional rent. Tenant covenants and agrees to pay, as additional
rent, 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. If the building or the demised
premises or any part thereof is supplied  with water through a meter through
which water is also supplied to other premises Tenant shall pay to Owner, as
additional rent, on the first day of each month, 19 of the total meter charges
as Tenant's portion. Independently of and in addition to any of the remedies
reserved to Owner hereinabove or elsewhere in this lease, Owner may sue for and
collect any monies to be paid by Tenant or paid by Owner for any of the reasons
or purposes hereinabove set forth.

SPRINKLERS:

30.  Anything elsewhere in this lease to the contrary notwithstanding, if the
New York Board of Fire Underwriters or the New York Fire Insurance Exchange or
any bureau, department or official of the federal, state or city government
recommend or require the installation of a sprinkler system or that any changes,
modifications, alterations, or additional sprinkler heads or other equipment be
made or supplied in an existing sprinkler system 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 sprinkler system
installations, modifications, alterations, additional sprinkler heads or other
such 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 set by any said Exchange or by any fire insurance company, Tenant shall, at
Tenant's expense, promptly make such sprinkler system installations, changes
modifications, alterations, and supply additional sprinkler heads or other
equipment as required whether the work involved shall be structural or
non-structural in nature. Tenant shall pay to Owner as additional rent 20 of the
contract price for sprinkler supervisory service 21

ELEVATORS, HEAT, CLEANING;

31.  As long as Tenant is not in default under any of the convenants of this
lease Owner shall: clean the public halls and public portions of the building
which are used in common by all tenants. Tenant shall, at Tenant's expense, keep
the demised premises, including the windows, clean and in order, to the
satisfaction of Owner, and for that purpose shall employ the person or persons,
or corporation approved by Owner. Owner reserves the right to stop service of
the heating, plumbing and electric systems, when necessary, by reason of
accident, or emergency, or for repairs, alterations, replacements or
improvements, in the judgement of Owner desirable or necessary to be made, until
said repairs, alterations, replacements or improvements shall have been
completed.

                                      -4-
<PAGE>
SECURITY:
[HAND GRAPHIC]

32.  Tenant has deposited with Owner the sum of $ -0- as security for the
     faithful performance and observance by Tenant of the terms, provisions and
     conditions of this lease; it is agreed that in the event Tenant defaults
     in respect of any of the terms, provisions and conditions of this lease,
     including, but not limited to, the payment of rent and additional rent,
     Owner may use, supply or retain the whole or any part of the security so
     deposited to the extent required for the payment of any rent and
     additional rent or any other sum as to which tenant is in default or for
     any sum which Owner may expend or may be required to expend by reason of
     Tenant's default in respect of any of the terms, covenants and conditions
     of this lease, including but not limited to, any damages or deficiency in
     the re-letting of the premises, whether such damages or deficiency accrued
     before or after summary proceedings or other re-entry by Owner (22) in the
     event that Tenant shall fully and faithfully comply with all of the terms,
     provisions, covenants and conditions of this lease, the security shall be
     returned to Tenant after the date fixed as the end of the Lease and after
     delivery of entire possession of the demised premises to Owner. In the
     event of a sale of the land and building or leasing of the building, of
     which the demised premises form a part, Owners shall have the right to
     transfer the security to the vender or lessee and Owner shall thereupon be
     released by Tenant from all liability for the return of such security; and
     Tenant agrees to look to the new Owner solely for the return of said
     security, and it is agreed that the provisions hereof shall apply to every
     transfer or assignment made of the security to a New Owner. Tenant further
     covenants that it will not assign or encumber or attempt to assign or
     encumber the monies deposited herein as security and that neither Owner nor
     its successor or assigns shall be bound by any such assignment,
     encumbrance, attempted assignment or attempted encumbrance.

                                (SEE ARTICLE 59)

CAPTIONS:

33.  The captions are inserted only as a matter of convenience and for
     reference and in no way define, limit or describe the scope of this lease
     nor the intent of any provisions thereof.

DEFINITIONS:

34.  The term "Owner" as used in this lease means only the owner of the fee or
     of the leasehold of the building, or the mortgagee in possession, for the
     time being of the land and buildings (or the owner of a lease of the
     building or of the land and building) of which the demised premises form a
     part, so that in the event of any sale or sales of said land and building
     or of said lease, or in the event of a lease of said building, or of the
     land and building, the said Owner shall be and hereby is entirely freed
     and relieved of all covenants and obligations of Owner hereunder, and it
     shall be deemed and construed without further agreement between the
     parties or their successors in interest, or between the parties and the
     purchaser, at any such sale, or the said lessee of the building, or of the
     land and building, that the purchaser or the lessee of the building has
     assumed and agreed to carry out any and all covenants and obligations of
     Owner hereunder. The words "re-enter" and "reentry" as used in this lease
     are not restricted to their technical legal meaning. The term "rent"
     includes the annual rental rate whether so-expressed or expressed in
     monthly installments, and "additional rent." "Additional rent" means all
     sums which shall be due to new Owner from Tenant under this lease, in
     addition to the annual rental rate. The term "business days" as used in
     this lease, shall exclude Saturdays, Sundays and all days observed by the
     State or Federal Government as legal holidays and those designated as
     holidays by the applicable building service union employees service
     contract or by the applicable Operating Engineers contract with respect to
     HVAC service.

ADJACENT EXCAVATION -- SHORING:

35.  If an excavation shall be made upon land adjacent to the demised premises,
     or shall be authorized to be made, Tenant shall afford to the person
     causing or authorized to cause such excavation, license to enter upon the
     demised premises for the purpose of doing such work as said person shall
     deem necessary to preserve the wall or the building of which demised
     premises form a part from injury or damage and to support the same by
     proper foundations without any claim for damages or indemnity against
     Owner, or diminution or abatement of rent. (29)

RULES AND REGULATIONS:

36.                             (SEE ARTICLE 55)

GLASS:

37.  Owner (26) shall replace, at the expense of the Tenant, any and all plate
     and other glass damaged or broken from any cause whatsoever in and about
     the demised premises.

ESTOPPEL CERTIFICATE:

38.  (23) At any times and from time to time, upon at least 10 days prior notice
     by (24) shall execute, acknowledge and deliver to (25), and/or any other
     person, firm or corporation specified by (25), a statement certifying that
     this Lease is unmodified in full force and effect (or, if there have been
     modifications, that the same is in full force and effect as modified and
     stating the modifications) stating the dates to which the rent and
     additional rent have been paid, and stating whether or not there exists
     any default by (23) under this Lease, and if so, specifying each such
     default.

DIRECTORY BOARD LISTING:

39.                             (SEE ARTICLE 51)

SUCCESSORS AND ASSIGNS:

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

--------------------
[HAND GRAPHIC] Space to be filled in or deleted.

                    (SEE ATTACHED RIDER FOR ARTICLES 41-62)

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

                                             ROBERT MARTIN COMPANY
Witness for Owner:                           --------------------- [Corp. Seal]


--------------------------------             By:         [ILLEGIBLE]
                                             ---------------------------- [L.S.]
                                                  General Partner


                                             AMERICAN BANKNOTE HOLOGRAPHIC, INC
Witness for Tenant:                          --------------------- [Corp. Seal]


--------------------------------             By:         [ILLEGIBLE]
                                             ---------------------------- [L.S.]
                                                  President

                 FEDERAL I.D. # / SOCIAL SECURITY #
                                                    -------------------------
                                                    with respect to Paragraph 60
                                                    American Banknote Company


                                                    By     [ILLEGIBLE]
                                                      --------------------------
                                                        Vice President

                                      -5-
<PAGE>
                INSERT THE FOLLOWING MATERIAL AT EACH FOOTNOTED

                    NUMBER ON THE PRINTED FORM OF THE LEASE

1.   ,   which approval shall not be unreasonably withheld or delayed.

2.   thirty

3.   Owner shall maintain and repair (i) the exterior and the public portions
     of the Building, (ii) the roof, (iii) the supports and exterior walls of
     the Building, and (iv) the parking lots, driveways and walkways surrounding
     the Building; the Owner shall be responsible for (1) the overall structural
     integrity of the Building, (2) the exterior lighting surrounding the
     Building, the parking lots and the walkways and (3) landscaping.

3a.  negligence

4.   Owner represents that to the best of its knowledge as of the date of this
     lease, (i) the demised premises are in compliance with all applicable laws
     and requirements of public authorities and (ii) there exists no default
     under any underlying or ground lease or mortgage covering the Real Property
     that would permit a termination or foreclosure of Owner's interest in the
     Real Property. As of the Commencement Date, Tenant's use of the demised
     premises as set forth in Article 2, is in compliance with the Certificate
     of Occupancy for the Building. Owner shall not voluntarily do anything to
     cause a change in the Certificate of Occupancy.

5.   or the Building or any property adjacent thereto.

6.   as if Tenant were not occupying the Building. As of the Commencement Date,
     Tenant's use of the demised premises, as set forth in Article 2, will not
     increase the insurance rate for the Building or any property located
     therein over that in effect as of the date hereof.

7.   ,  ducts

8.   whether






                                     - 5A -
<PAGE>
9.   ,  upon reasonable notice,

10.  In performing any such work, Owner shall use reasonable efforts to
     minimize interference with Tenant's use of the demised premises as set
     forth in Article 2.

11.  Notwithstanding the foregoing, Tenant may submit a claim for (i) the
     unamortized value of Tenant's trade fixtures as same shall be amortized in
     accordance with generally accepted accounting principles provided same were
     installed by Tenant or at Tenant's expense and (ii) moving expenses,
     provided that any such claim by Tenant shall not reduce Owner's award.

11a. Subject to the provisions of Article 59(d),

11b. ,  only in the event of an emergency,

11c. Tenant may designate one or more areas of the demised premises as being
     secured areas. Access to such secured areas by Owner, except in the case of
     an emergency, shall be limited such that a representative of Tenant must be
     present at all times during such access. Additionally, if classified
     material is located in areas in which Owner requests access, access may be
     denied until such time as Tenant removes classified material from the area.
     In the case of an emergency, Owner and Tenant shall cooperate in
     determining access policies.

11d. Owner represents that the floor load of the demised premises as of the
     Commencement Date will be 300 pounds per square foot. Based upon the plans
     attached hereto, Tenant's use, as set forth in Article 2, will not exceed
     this floor load.

12.  Intentionally Omitted.

13.  Intentionally Omitted.

14.  curing

15.  Tenant's use of the demised premises as set forth in Article 2 is
     permitted by the applicable zoning code the demised premises as of the date
     of this lease.



                                     - 5A -



<PAGE>
16.  Tenant shall not be responsible for violations affecting the demised
     premises prior to the Commencement Date, unless Tenant has caused same.

17.  ,  unless same is dismissed within 60 days after the filing of the
     petition.

18.  ten (10)

18a. shall

18b. shall pay

18c. material

18d. Except as otherwise provided in this agreement,

18e. except as to latent defects and Owner's work pursuant to this Lease

18f. in the demised premises

19.  Owner's reasonable estimate of Tenant's share

20.  71.61%

21.  and alarm service.

22.  If Owner so uses, applies or retains any part of the security so deposited,
     Tenant, upon demand, shall deposit with Owner the amount so used, applied
     or retained, so that Owner shall have the full deposit on hand at all times
     during the term of this lease.

23.  either party

24.  the other party

25.  such requesting party

26.  ,  or Tenant,

27.  majority of the

28.  The entrances to the demised premises, as shown on the Floor Plan, shall
     be for Tenant's exclusive use.

29.  No excavation or vibration, except in the case of an emergency, shall be
     permitted by Owner without prior reasonable notice to Tenant. Such
     excavation or vibration shall not unreasonably interfere with Tenant's use
     of the demised premises as set forth in Article 2. Whenever




                                     - 5A -
<PAGE>
     possible, Owner shall schedule such work to be performed at times
     reasonably approved by Tenant.

30.  Owner shall install a new roof on the demised premises prior to the
     Commencement Date.



                                      -5B-

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

                                                 RULES & REGULATIONS - Exhibit A

                                               INTENTIONALLY OMITTED - Exhibit B

                                               INTENTIONALLY OMITTED - Exhibit C

                                                          FLOOR PLAN - Exhibit D


             STANDARD FORM OF RIDER TO STANDARD FORM OF LOFT LEASE

Date of Lease:  July 23rd, 1992

        Owner:  ROBERT MARTIN COMPANY

       Tenant:  AMERICAN BANKNOTE HOLOGRAPHIC, INC.

     Building:  399 Executive Boulevard, Elmsford, New York

Rentable Area:  approximately 58,934 square feet


     41. Additional Definitions. For all purposes of this lease, and all
agreements supplemental hereto, the terms defined in this Article shall have
the meanings specified unless the context otherwise requires:

     (a) The term laws and requirements of public authorities shall mean laws
and ordinances of federal, state, city, town, and county governments, and
rules, regulations, orders and directives of departments, subdivisions,
bureaus, agencies or offices thereof, or any other governmental, public or
quasi-public authorities having jurisdiction over the Building, and the
directions of any public officer pursuant to law.

     (b) The word invitee shall mean any employee, agent, visitor, customer,
contractor, licensee, or other party claiming under, or in the Building, or in
the Park, if applicable, by permission or sufferance of, Owner or Tenant.

     (c) The term requirements of insurance bodies shall mean rules,
regulations, orders and other requirements of the New York


                                      -6-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

Board of Fire Underwriters or New York Fire Insurance Rating Organization or
any similar body performing the same or similar functions.

     (d) The term unavoidable delays shall mean delays due to strikes or labor
troubles, fire or other casualty, governmental restrictions, enemy action,
civil commotion, war or other emergency, acts of god or nature, or any cause
beyond the reasonable control of either party whether or not similar to any of
the causes stated above, but not the inability of either party to obtain
financing which may be necessary to carry out its obligations.

     (e) The term Real Property shall mean the tax lot of which the demised
premises is a part.

     (f) The term lease year shall mean the 12 month period commencing with the
Commencement Date (as defined in paragraph (a) of Article 42), and ending the
day preceding the first anniversary of the Commencement Date (except that if
the Commencement Date shall occur on a day other than the first day of a
calendar month, such period shall commence with the Commencement Date and end
with the last day of the 12th full calendar month thereafter) and each 12 month
period thereafter, all or part of which falls within the term of this lease.

     (g) The word rent shall mean the Fixed Annual Rent and such other sums due
Owner pursuant to this lease. All sums due Owner, other than Fixed Annual Rent,
are included in the term additional rent.

     (h) The term Hazardous Materials shall mean (i) any chemical, material or
substance defined as or included in the definitions of


                                      -7-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

"hazardous substance", "hazardous materials", "extremely hazardous waste",
"restricted hazardous waste", "toxic substance" or words of similar import,
under any applicable local, state or federal laws, including but not limited to
the Federal Water Pollution Act (33 U.S.C. Section 1251 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the
Resources Conservation and Recovery Act (42 U.S.C. 6901 et seq., 42 U.S.C.
Section 7401 et seq.) and CERCLA (42 U.S.C. 9601 et seq.), all as may be
amended from time to time; (ii) petroleum; (iii) asbestos; (iv) polychlorinated
biphenyls; (v) radioactive materials; and (vi) radon gas.

     (i)  the term Executive Park or Park shall mean Cross Westchester
Executive Park, located in the Greenburgh, County of Westchester and State of
New York.

     42.  Term; Preparation for Occupancy and Possession.

     (a)  The term of this lease and the estate hereby granted shall commence on
a date (the "Commencement Date") which shall be the earlier of the day (i) on
which the demised premises shall be deemed to be completed as such term is
defined in paragraph (c) of this Article (of which date Tenant shall be given 5
days notice), or (ii) Tenant (or anyone claiming under or through Tenant) shall
occupy the demised premises. The term shall expire on the last day of the month
fifteen (15) years after the month in which the Commencement Date occurs (the
"Expiration Date") or on such earlier date upon which said term may expire or be
terminated pursuant to any provision of this lease or law. Promptly following
the determination of the Commencement Date, the parties shall enter into a
supplementary written agreement setting forth the Commencement and Expiration
Dates.


                                      -8-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     (b)  The demised premises shall be completed and initially prepared by
Owner in the manner set forth in, and subject to the provisions of, the
attached Floor Plan and the following drawings:

                                   REVISION DATE
USBH      WSSS DWGS.     A-1       7/8
                           2       6/25
                           3       7/8
                           4       7/8
                           5       7/8
                           6       7/8
                           7       7/8
                           8       7/8
                         0-1       7/8
                         0-2       7/8
CAREY & WALSH DWGS.        1       7/2
                           2       7/2
                           3       7/2
                           4       7/2
                           5       7/2
                           6       7/2
                         E-1       7/14/92 E-11
                         E-2       7/14/92 E-12
AUTOUCCI & LAWLESS       E-3       7/14/92
                         E-4       7/14/92
                         E-5       7/14/92
                         E-6       7/14/92
                         E-7       7/14/92
                         E-8       7/14/92
                         E-9       7/14/92
                         E-10      7/14/92

Owner shall warrant that all such work shall be free of defect for a period of
one year commencing as of the Commencement Date. Such warranty shall not cover
any damage caused by the negligence of

                                      -9-

<PAGE>

                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

Tenant, its employees, contractors, agents or invitees. Tenant and its
contractors shall be entitled to access to the demised premises prior to the
completion of Owner's work, subject to Owner's prior approval, and only so long
as they work in conformity with and do not interfere, in Owner's judgment, with
Owner or its contractors in the completion of Owner's work, and provided they
accept the administrative supervision of Owner. If Tenant's work interferes
with Owner's work, in Owner's judgment, Owner may withdraw the license granted
to Tenant pursuant to this paragraph upon 24 hours notice. Tenant's selection
of contractors must be in compliance with the provisions of this lease. Tenant
shall pay the sum of $600,000.00 to Owner, which sum shall be applied towards
the work to be performed by Owner in the demised premises as set forth in the
drawings identified above. Such sum shall be paid by Tenant to Owner as
follows: (i) $150,000.00 plus Existing Security (as defined below) on or before
August 1, 1992, (ii) $150,000.00 on or before October 1, 1992 and (iii)
$150,000.00 on or before December 1, 1992 and (iv) the balance of approximately
$65,000.00 on or before February 1, 1993. Existing Security shall mean the
security and accrued interest thereon deposited under the following leases
("Existing Leases"):

     1.   Lease between Owner and Tenant dated June 26, 1989 as amended
          covering premises at 4 Westchester Plaza, Elmsford, New York.

     2.   Lease between Owner and Tenant dated February 26, 1982 as amended
          covering premises at 5 Westchester Plaza, Elmsford, New York.

     3.   Lease between Owner and Tenant dated June 26, 1989 covering premises
          at 6 Westchester Plaza, Elmsford, New York, and

     4.   Lease between Owner and Tenant dated May 7, 1986 as amended covering
          premises at 500 Executive Boulevard, Elmsford, New York.


                                      -10-

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     (b)  The demised premises shall be completed and initially prepared by
Owner in the manner set forth in, and subject to the provisions of, the
attached Floor Plan and the following drawings:

<Table>
<Caption>
                                   REVISION DATE
<S>      <C>            <C>       <C>
USBH      WSSS DWGS.     A-1       7/8
                           2       6/25
                           3       7/8
                           4       7/8
                           5       7/8
                           6       7/8
                           7       7/8
                           8       7/8
                         0-1       7/8
                         0-2       7/8
CAREY & WALSH DWGS.        1       7/2
                           2       7/2
                           3       7/2
                           4       7/2
                           5       7/2
                           6       7/2
                         E-1       7/14/92  E-11
                         E-2       7/14/92  E-12
AUTOUCCI & LAWLESS       E-3       7/14/92
                         E-4       7/14/92
                         E-5       7/14/92
                         E-6       7/14/92
                         E-7       7/14/92
                         E-8       7/14/92
                         E-9       7/14/92
                         E-10      7/14/92
</Table>

Owner shall warrant that all such work shall be free of defect for a period of
one year commencing as of the Commencement Date. Such warranty shall not cover
any damage caused by the negligence of

                                      -9-
<PAGE>
                                                                      MUL-MAS/88
                                                                  REVISED 7/6/92

     (c)  The demised premises shall be deemed completed on the date on which
Owner's work in the demised premises has been substantially completed, as
mutually agreed upon by Owner and Tenant, (notwithstanding the fact that minor
or insubstantial details of construction, mechanical adjustment or decoration
remain to be performed, the non-completion of which would not materially
interfere with Tenant's use of the demised premises). If completion of the
demised premises by Owner is delayed by reason of:

          (i)   any act or omission of Tenant or any of its employees, agents or
contractors, including failure of Tenant to comply with any of its obligations
under the work Specifications, or

          (ii)  Tenant's failure to plan or execute Tenant's work with
reasonable speed and diligence, or

          (iii) Tenant's failure to make selections required by the Work
Specifications, or

          (iv)  Tenant's changes by Tenant in its drawings or specifications or
changes or substitutions requested by Tenant, or

          (v)   Tenant's failure to submit or approve drawings, plans or
specifications timely, or

          (vi)  Tenant's failure to deliver to Owner the first month's rent (if
required by the provisions on the first page of this lease), and the security
deposit required by Article 32 (if any),


                                      -11-


<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

then the demised premises shall be deemed completed, the Commencement Date
shall be deemed to have occurred (and Tenant shall commence paying rent) on the
date when it would have been completed and rent would have been due and payable
but for such delay, and Tenant shall pay Owner all costs and damages which
Owner may sustain by reason of such delay.

In the event the demised premises are not ready for occupancy (for reasons
other than unavoidable delays or as set forth in this Paragraph (c)) within 240
days after the date hereof, Tenant may elect to terminate this lease, provided
that notice of such election shall be given to Owner no later than 250 days
after the date hereof, time being of the essence in the giving of such notice.
If Tenant shall so elect, the parties shall then be released of all liabilities
hereunder, each to the other.*

     (d) Owner represents that as of the Commencement Date, the demised
premises shall comply with the requirement of The Americans with Disabilities
Act (ADA) as in existence as of such date. If it is later determined that as of
the Commencement Date the demised premises did not comply, Owner, at its
expense, shall perform or cause to have performed such work necessary for such
compliance. During the term hereof, Owner, at its expense, shall perform or
cause to have performed such work as necessary so as to maintain the exterior
of the demised premises and the Building in compliance with ADA. Subject to the
first two sentences of this paragraph, during the term hereof, Tenant, at its
expense, shall perform or cause to have performed such work as necessary so as
to maintain the interior of the demised premises in compliance with ADA. The
Floor Plan attached hereto may be revised by Owner in order to comply with laws
and requirements of public authorities and requirements of insurance bodies. If
any of such revisions or changes are due to Tenant's use of the demised
premises, Tenant


                                      -12-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

shall pay for the cost of implementing same. If any common foyers, exit foyers
or exit passages mandated by such requirements are used by more than one
tenant, the rental value therefore shall be apportioned to Tenant in relation
to the Tenant's Rentable Area (as compared to the square footage occupied by
all such tenants) and Tenant's Fixed Annual Rent shall be increased accordingly.

     (e)  Owner may close or change the arrangement and/or location of exits,
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
and other parts of the Building whenever necessary to comply with laws or
requirements of public authorities and requirements of insurance bodies. Tenant
shall pay the cost thereof where the requirement for such change is due to
Tenant's use of the demised premises.

     43.  Rent.

     (a)  If the Commencement Date is other than the first day of a calendar
month, the first monthly installment of Fixed annual Rent shall be prorated to
the end of said calendar month.

     (b)  All rent shall be paid by currently dated, unendorsed check of
Tenant, payable to the order of Owner or to an agent designated by Owner, and
drawn on a bank or trust company which is a member of the New York Clearing
House.

     (c)  Tenant shall pay the Fixed Annual Rent without notice or demand. If
no date shall be set forth herein for the payment of any other sum due Owner,
then such sum shall be due and payable within 10 business days after the date
upon which Owner makes written demand for such payment.

                                      -13-

<PAGE>
                                                                    MUL-MAS 3/88
                                                                  REVISED 7/6/92

     (d) If at any time during the term the rent, or any part thereof, shall
not be fully collectible by reason of any laws and requirements of public
authorities, Tenant shall enter into such agreements and take such actions as
Owner may request to permit Owner to collect the maximum rents which may,
during the continuance of such legal rent restriction, be legally permissible
(but not in excess of the amounts reserved under this lease). Upon termination
of such rent restriction prior to the Expiration Date (i) the rent shall become
and thereafter be payable in accordance with the amounts reserved in this lease
for the period of the term following such termination, and (ii) Tenant shall
pay Owner, if legally permissible, an amount equal to (y) the rent which would
have been paid pursuant to this lease but for such legal rent restriction less
(z) the rents paid by Tenant for the period during which such rent restriction
was in effect.

     (e) If any installment of Fixed Annual Rent or if any other monies owing
by Tenant are not paid within 10 days of the date due and payable, Tenant shall
pay Owner, in compensation for Owner's loss of use of such rent, the additional
administrative, bookkeeping and collection expenses incurred by reason of such
overdue sum, a sum calculated by multiplying the late payment by two percentage
points above the prime rate then established by Chemical Bank (but limited to
the maximum legal rate), dividing the product by 365 and multiplying the
quotient by the number of days between the date such payment was due and the
date such payment is in fact paid. Such compensation shall be without prejudice
to any of Owner's other rights and remedies hereunder.*

     (f) If any check tendered by Tenant, for any payment due, shall be
dishonored by the payor bank, Tenant shall pay Owner, without prejudice to any
of Owner's other rights and remedies, in compensation for the additional
administrative, bookkeeping and


                                       14
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

collection expenses incurred by reason of such dishonored check, the sum of
$50. If during any twelve month period during the term of this lease, three or
more checks tendered by Tenant, for any payment due, shall be dishonored by the
payor bank, Owner may at any time thereafter require that all future payments
of rent by Tenant shall be made by certified or official bank checks.*

     44.  Parking

     (a)  Throughout the term, so long as Tenant shall have performed all of
the agreements on Tenant's part to be performed, Owner shall make available to
Tenant the following number of parking spaces, on a non-exclusive basis:

     Ten (10) designated covered spaces for executive and visitor cars.*

     Twenty-seven (27) spaces for executive cars, which shall be reasonably
close to an entrance to the demised premises.

     Sixty-three (63) spaces for employee cars in Owner's "South Parking Lot"
or in such other location determined by Owner which shall not be more than 500
yards from an entrance to the demised premises.*

     If Tenant or its invitees use more than the specified number of spaces set
forth above, then after 5 days notice from Owner, Tenant shall, at the option
of Owner, either (i) pay Owner's then current charge per month for each
additional space used for each month during which such excess use takes place
(even if for less than the full month) (as of the date of this lease, Owner's
current

                                      -15-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

monthly charge is $40.00 per space), or (ii) cease and desist immediately from
using said additional spaces.*

     (b) As necessary, Owner shall light (between 7:00 a.m., and 10:00 p.m. on
business days), clean, remove snow from and otherwise maintain, the parking
area. Tenant shall be responsible for repairing damage to the parking areas
caused by the negligence of Tenant or its invitees. Owner shall not be obligated
to remove snow unless the accumulation exceeds 3 inches. In no event shall Owner
be obligated to remove snow from areas obstructed by parked vehicles at the time
Owner's equipment is servicing such areas. Notwithstanding anything herein to
the contrary, Tenant shall be responsible for lighting its entrances to the
demised premises and loading areas. Owner shall be responsible for lighting the
parking area and for removing snow and ice at the entrances and other walkways
and areas reserved or designated for Tenant's exclusive use.*

     (c) Tenant shall require its invitees to park only in areas designated by
Owner, and not to obstruct the parking areas of other tenants. Tenant shall,
upon request, furnish to Owner the license numbers of the automobiles operated
by Tenant, its executives and other employees. Owner may use any lawful means to
enforce the parking regulations established pursuant to Article 55, including,
but not limited to, the towing away of improperly parked or unauthorized cars
and pasting of warning notices on car windows and windshields.

     (d) Owner may temporarily close any area not leased to Tenant in order to
make repairs or changes, to prevent the acquisition of public rights, or to
discourage unauthorized parking. Owner may do such other acts in and to such
areas as, in its judgment, may be desirable to improve same.

                                      -16-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     (e)  The parking areas for trucks and delivery vehicles in front of loading
docks or loading areas (if any) adjacent to the demised premises are not to be
used by Tenant or its invitees, as parking spaces, unless otherwise directed by
Owner. Such loading docks or loading areas are provided solely for the loading
and unloading of Tenant's goods and no vehicles may be parked in such areas
longer than necessary, in Owner's reasonable judgment, for the efficient
discharge of such purposes. If the use of any loading dock at the Building
interferes with the use of another loading dock, the tenant occupying more
rentable area in the Building shall have priority in use of the loading docks.
In no event shall access to any other tenant's loading dock be blocked for more
than 15 minutes.

     (f)  Neither Tenant nor its invitees shall park automobiles, trucks or
other motor vehicles overnight within the park. Notwithstanding anything
contained herein to the contrary, Tenant may occasionally park not more than 10
cars overnight in an area designated by Owner. Such overnight parking shall be
at Tenant's sole risk.*

     45.  Tax Escalation.

     (i)  Definitions. As used in this lease:

          (a)  "Taxes" shall mean the total amount of real estate taxes and
     assessments now or hereafter levied, imposed, confirmed or assessed against
     the Real Property, (or, during any period the Real Property is owned by an
     industrial development agency, such as would be levied, imposed, confirmed
     or assessed as if Owner named herein were the fee owner), including but
     not limited to city, county, town, village, school and transit taxes,
     water fees and sewer and

                                     - 17 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

refuse disposal charges, or taxes, assessments or charges levied, imposed,
confirmed or assessed against, or a lien on, the Real Property by any taxing
authority, whether general or specific, ordinary or extraordinary, foreseen or
unforeseen and whether for public betterments, improvements or otherwise. If,
due to any change in the method of taxation, any franchise, capital stock,
capital, income, profit, sales, rental, use or occupancy tax or charge shall be
levied, assessed, confirmed or imposed upon Owner in lieu of any real estate
taxes or assessments upon or with respect to the Real Property, such tax shall
be included in the term Taxes, to the extent same replaces or substitutes for
any real estate taxes or assessments. Penalties and interest on Taxes (except
to the extent imposed upon timely payments of assessments that may be, and are
in fact, paid in installments) and income, franchise, transfer, inheritance and
capital stock taxes shall be deemed excluded from Taxes except to the extent
provided in the immediately preceding sentence. Tenant shall not be obligated
or required hereunder to pay interest, amortization or principal on any
mortgage covering or affecting the Real Property.*

     (b)  "Base Tax" is the product of the tax rates set forth on tax bills
rendered for each Tax for the Tax Year during which July 1, 1992 occurs,
multiplied by the assessed valuation of the Real Property for the Tax year
during which July 1, 1992 occurs. "Tax year" shall mean the fiscal period for
each Tax. Any and all tax abatements shall be for the benefit of Owner.*

     (c)  "Tenant's Proportionate Share" shall mean 71.61%.*

                                      -18-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

          (d) Anything herein to the contrary notwithstanding, for purposes of
     determining the Base Tax and Taxes during any Tax Comparison Year, with
     respect to those Taxes capable of being paid in installments, it shall be
     presumed that Owner is making such payments (together with any interest
     payable to the taxing authority) in the maximum number of installments
     permitted by laws and requirements of public authorities.*


     (ii) Tax Payments.  (a) If Taxes for any Tax Year during the lease term
("Tax Comparison Year") shall exceed the Base Tax, Tenant shall pay Owner, as
additional rent for each such Tax Comparison Year, Tenant's Proportionate Share
of such excess ("Tax Payment").


           (b) Subsequent to Owner's receipt of the tax bills for each Tax
Comparison Year, Owner shall submit to Tenant a statement showing (i) the Tax
Payments due for such Tax Comparison Year, and (ii) the basis of calculations
("Owner's Tax Statement"). Tenant shall (y) pay Owner the unpaid portion (if
any) of the Tax Payment within 30 days after receipt of Owner's Tax Statement,
and (z) on account of the immediately following Tax Comparison Year, pay Owner
commencing as of the first day of the month during which Owner's Tax Statement
is rendered, and on the first day of each month thereafter until a new Owner's
Tax Statement is rendered, 1/12th of the total payment for the current Tax
Comparison Year. The monthly payments based on the total payment for the
current Tax Comparison Year shall be adjusted from time to time to reflect
Owner's reasonable estimate of increases in Taxes for the immediately following
Tax Comparison Year.


     (iii) Reduction of Comparison Year Taxes. If Taxes for a Tax Comparison
Year are reduced, the amount of Owner's costs and expenses of obtaining such
reduction (including legal, appraisers'


                                      -19-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

and consultants' fees) shall be added to and deemed part of Taxes for such Tax
Comparison Year. If Owner obtains a refund of Taxes for a Tax Comparison Year
for which a Tax Payment has been made, Owner shall credit against Tenant's next
succeeding Tax Payment(s), Tenant's Proportionate Share of the refund (but not
more than the Tax Payment that was the subject of the refund). If no Tax
Payment shall thereafter be due, Owner shall pay Tenant's Proportionate Share
of such refund to Tenant.

     (iv) Intentionally Omitted.

     (v) Tax Protests. While proceedings for reduction in assessed valuations
are pending, the computation and payment of Tax Payments shall be based upon the
original assessments for the years in question. Tenant shall have no right to
institute or participate in any tax proceedings or other proceedings of a
similar nature. The commencement, maintenance, settlement and conduct thereof
shall be in the sole discretion of Owner.

     (vi) Assessment With Other Properties. As of the date hereof, Owner
represents that the Building is a separate tax lot. If, at any time, the Real
Property shall include buildings other than the Building, the Taxes shall
include the Building's equitable portion of the Taxes on all such buildings,
based upon an informal apportionment by the tax assessors, or if such
apportionment is not available, as shall be reasonably determined by Owner and
Tenant.*

     (vii) Tenant's Improvements. In the event an increase in assessed
valuation of the Real Property is caused by Tenant's improvements to the
demised premises, not including the work set forth in the Work Specifications,
Tenant shall pay the entire increase in Taxes attributable to such
improvements. If the assessed valuation for such improvements are not
separately stated,


                                      -20-


<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

Tenant's obligation under this subparagraph shall be reasonably determined by
Owner and Tenant.*

     (viii) No Credit. If in a Tax Comparison Year the Taxes are less than the
Base Tax, the Tenant shall not be entitled to receive a credit, by way of a
reduction in Fixed Annual Rent, a refund of all or a portion of prior (or a
credit against future) Tax payments or otherwise.

     (ix) Partial Comparison Year. If the Expiration Date or earlier date
upon which the term may expire or terminate shall be a date other than the last
day of a Tax Comparison Year, Tenant's Tax Payment for such partial Tax
Comparison Year shall be prorated, (based upon Owner's reasonable estimate of
the tax payments for such Tax Comparison Year if same have not been established
as of such date).

     46. Common Area Maintenance Charge.

          (i) For the purpose of this Article:

               (a) "Index" shall mean the Revised Consumer Price Index for
Urban Wage Earners and Clerical Workers for the New York - Northeastern New
Jersey Area, 1967 = 100, published by the United States Department of Labor,
Bureau of Labor Statistics.

               (b) "Base Index" shall mean the Index for the first full
calendar month preceding the date of execution of this lease.

          (ii) There is included in the Fixed Annual Rent an amount equal to
$1.00 per square foot to cover the initial cost to Owner of the expenses of
common area maintenance.


                                     - 21 -

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     (iii) In the manner and at the times hereinafter set forth, Tenant shall
pay Owner as additional rent, for each lease year, for common area maintenance,
a sum computed by multiplying $1.00 per square foot (i.e. $58,934.00) by the
percentage increase, if any, by which the Index for the month preceding the
last month of such lease year exceeds the Base Index. In no event shall any
such adjustment result in a decrease of the Fixed Annual Rent as set forth on
page 1 of this lease. Owner's common area maintenance obligations shall
include, but not be limited to, landscaping, snow removal, maintenance and
cleaning of the parking area and walkways, roof repairs, lighting and building
insurance.*

     (iv) Within 135 days after the end of each lease year, Owner shall deliver
to Tenant a statement setting forth the amount (and supporting calculations) of
additional rent due to Owner for such prior lease year in accordance with the
provisions of clause (iii) above ("Owner's Statement"). Tenant shall (x) make
payment of any unpaid portion of such additional rent within 30 days after
receipt of Owner's Statement, and (y) pay to Owner on account of the then
current lease year, within 30 days after receipt of Owner's Statement, an
amount equal to the product obtained by multiplying the total payment required
for the preceding lease year by a fraction, the denominator of which shall be
12 and the numerator of which shall be the number of months of the current
lease year which shall have elapsed prior to the first day of the month
immediately following the rendition of Owner's Statement, and (z) pay Owner on
account of the then current lease year, commencing as of the first day of the
month immediately following the rendition of Owner's Statement and on the
first day of each month thereafter until a New Owner's Statement is rendered,
1/12 of the total payment for the preceding lease year. The monthly payments
based on the total payment for the preceding lease year shall be adjusted from
time to time during a lease year to reflect Owner's


                                     - 22 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

reasonable estimate of increases in the Index. The payments required to be made
under clauses (y) and (z) above shall be subject to adjustment as and when
Owner's Statement for such lease year is rendered by Owner. If the payments
required to be made under clauses (y) and (z) above exceed the amount due for
such lease year pursuant to Owner's Statement, such excess shall be credited
against the next required payments due hereunder. If no such payments shall
thereafter be due, Owner shall pay such excess to Tenant.

     (v) If any lease year shall be a period of less than 12 months, Tenant's
liability under this Article shall be prorated.

     (vi) If the Index is altered, modified, converted or revised such that it
is no longer comparable to the Base Index then the Index shall be adjusted to
the figure that would have been arrived at had the change in the manner of
computing the Index not been altered. If such Index shall no longer be
published, then any substitute or successor index published by the Bureau of
Labor Statistics or other governmental agency of the United States, and
similarly adjusted as aforesaid, shall be used. If such Index (or a successor
or substitute index similarly adjusted) is not available, a reliable
governmental or other reputable publication selected by Owner shall be used.

     47. Cleaning; Trash Removal.
         -----------------------

     (a) Tenant shall, at Tenant's expense, keep the demised premises clean and
in good order, to the satisfaction of Owner. Tenant shall, at Tenant's expense,
hire a reputable cleaning contractor to clean the office portion of the demised
premises, if any.





                                     - 23 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     (b)  Tenant shall pay the cost of removal of Tenant's refuse and rubbish
from the Building. Tenant shall contract for the removal of such refuse and
rubbish. Owner reserves the right to select a refuse disposal contractor to
serve the Building. Owner consents to the use of the refuse disposal contractor
employed by Tenant as of the date hereof servicing the premises covered by the
Existing Leases. The name of such contractor shall be available from Owner upon
request, and Tenant shall employ no other refuse disposal or carting contractor
without prior written approval from Owner. The removal of refuse and rubbish
shall be subject to such rules and regulations as in the judgment of Owner are
necessary for the proper operation of the Building and of the Park.*


     48.  Utilities.

     (a)  As of the Commencement Date, at Owner's expense, all necessary meters
measuring utilities which service the demised premises shall be installed by
Owner. Tenant shall obtain all utilities necessary for its use of the demised
premises directly from the utility companies or vendors servicing the demised
premises. The cost of such services shall be paid by Tenant directly to such
companies. Owner shall permit electric feeders, risers and wiring servicing the
demised premises to be used by Tenant to the extent available and safely
capable of being used for such purpose.*

     (b)  Notwithstanding anything herein to the contrary if required by laws
and/or requirements of public authorities or the utility companies servicing
the demised premises, Owner may redistribute or furnish electricity and/or gas
("utilities") to the demised premises in a manner and in such reasonable
quantities as may be required by Tenant to service Tenant's permitted use in the

                                      -24-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

demised premises. In such event, Tenant shall pay to Owner within 30 days after
billing, as additional rent, a sum ("Utility Rent") determined in the manner set
forth below. Such sum shall be determined by an independent engineer or
consulting firm selected by Owner (the "Engineer"). The Engineer shall make a
survey of Tenant's utility usage in the demised premises, to determine the
Utility Rent. In the event Tenant disputes any such determination, Tenant may
employ a consultant to make a survey of the cost of such utility to the demised
premises. The determination of such consultant shall be promptly submitted to
Owner. If Owner's and Tenant's consultants cannot mutually agree as to the cost
of such utility, the matter shall be submitted to arbitration to the office of
the American Arbitration Association nearest the Building, in accordance with
rules of such American Arbitration Association. Pending such determination,
Tenant shall continue to pay the charges as billed by Owner. Each party shall
pay the cost of its own consultant. Any final adjustment shall be made at the
time of the arbitration award.

     (c) If either the quantity or character of the utility service is changed
by the utility company supplying such service to the Building, or is no longer
available or suitable for Tenant's requirements, or if there shall be a change,
interruption or termination of such service due to a failure or defect on the
part of the utility company, no such change, unavailability, unsuitability,
failure or defect shall constitute an actual or constructive eviction, in whole
or in part, or entitle Tenant to any payment from Owner for any loss, damage or
expense, or to abatement or diminution of Fixed Annual Rent or additional rent,
or otherwise relieve Tenant from any of its obligations under this lease, or
impose any obligation upon Owner or its agents. In no event shall Owner be
responsible for any failures of the utility








                                      -25-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

providing such service or the negligence or other acts of third parties causing
any such interruption.

     49. Amendments for Financing; Information for Mortgagees.
         -----------------------------------------------------

     (a) If, in connection with obtaining or renewing financing for the Real
Property, an institutional lender shall request modifications in this lease as a
condition to such financing, Tenant will not withhold, delay or defer its
consent thereto, provided that such modifications neither increase the
obligations of Tenant under this lease nor decrease the size of the demised
premises, the number of parking spaces available at the Park for Tenant's use as
provided for in Article 44 or the services required to be provided by Owner.*

     (b) Tenant shall, within a reasonable time after being requested, submit
such financial information as may be reasonably and customarily required by
Owner's institutional mortgagee(s).*

     50. Broker. Owner and Tenant represent that, in the negotiation of this
         ------ lease, it dealt with no broker or any other person legally
entitled to claim a brokerage commission or finder's or consultant's fee with
respect to this transaction. Owner and Tenant shall indemnify, defend and hold
the other harmless from and against all losses, costs, damages, expenses, claims
and liabilities (including court costs and attorneys' fees and disbursements)
arising out of any inaccuracy or alleged inaccuracy of this representation.*

     51. Signs.
         -----

     (a) Owner shall, upon Tenant's request, list on the Building's directory
("Directory"), if any, the name of Tenant.





                                      -26-
<PAGE>

                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92


     (b) No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by or in behalf of Tenant on any part of the
outside of the demised premises or the Building or on the inside of the demised
premises if the same is visible from the outside of the demised premises,
without the prior written consent of Owner. Owner consents to the installation
of a building sign at the Building, of a type similar to that which exists as of
the date of this lease provided, Tenant has otherwise complied with the
provisions of this paragraph. Requests for such signs shall be accompanied by a
sketch of the sign, its size, type and manner of mounting, specifying the manner
of mounting, and the materials and finishes employed in the manufacture of same.
Approval by Owner shall not constitute approval for purposes of complying with
laws and requirements of public authorities. It shall be Tenant's obligation to
secure such approvals at Tenant's expense. In the event of the installation of
any sign by Tenant in violation of the foregoing, Owner may remove same without
liability and may charge the expense incurred by such removal to Tenant.*

     (c) Owner shall have the right, from time to time, to designate a name for
the Building and to change the name and/or address of the Building.

     52. Holdover. Tenant acknowledges that possession of the demised premises
must be surrendered at the expiration or sooner termination of the term, time
being of the essence. Tenant shall indemnify, defend and save Owner harmless
against all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses, including reasonable attorneys' fees and claims made by a
successor tenant based upon the failure or refusal of Tenant to surrender the
demised premises in a timely fashion. The parties agree that the damage to
Owner resulting from failure by Tenant to surrender possession of the demised
premises timely will be


                                      -27-


<PAGE>

                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

extremely substantial, will exceed the amount of rent payable hereunder and will
be impossible of accurate measurement. Consequently, Tenant shall pay Owner for
each month and for any portion of a month during which Tenant holds over in the
demised premises after expiration or sooner termination of the term of this
lease, a sum equal to 150% of the average monthly rent which was payable per
month under this lease during the last 3 months of the term. Nothing contained
herein shall be deemed to authorize Tenant to remain in occupancy of the demised
premises after the expiration or sooner termination of the term.*


     53. Insurance and Indemnity.

     (a) Tenant shall provide, prior to entry upon the demised premises, and
maintain throughout the term of this lease, at its own cost, and with companies
rated not less than B+ Class IX by A.M. Best Company, Inc., or its successor and
authorized to do business in the State of New York (i) public liability and
property damage insurance in an amount not less than $2,000,000 combined single
limit for personal injury, death and property damage arising out of any one
occurrence, protecting Owner and Tenant against all claims for personal injury,
death or property damage occurring in, upon or adjacent to the demised premises
and any part thereof, or arising from, related to, or in any way connected with
the conduct and operation of Tenant's use or occupancy of the demised premises,
which insurance shall be written on an occurrence basis and name Owner (and at
Owner's request, Owner's mortgagees) as additional insureds, and (ii) workers'
compensation insurance covering all persons employed by Tenant or its
contractors in connection with work performed by or for Tenant. Tenant's
insurance shall be in a form reasonably satisfactory to Owner and provide that
it shall not be canceled, terminated or changed except over 20 days' written
notice to Owner. All such policies or certificates (with evidence


                                      -28-




<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

of payment of the premium) shall be deposited with Owner not less than 30 days
prior to the day such insurance is required to be in force and upon renewals not
less than 30 days prior to the expiration of the term of coverage. Owner shall
have the right from time to time during the term, on not less than 30 days
notice, but in no event more than 3 times during the term hereof, to reasonably
require that Tenant increase the amount and/or types of coverage required to be
maintained under this Article to the amounts and/or types generally required of
tenants in comparable buildings in Westchester County. The minimum limits of
liability insurance required pursuant to clause (i) shall in no way limit or
diminish Tenant's liability under paragraph (d) of this Article. The insurance
required to be provided by Tenant hereunder may be effected by "umbrella"
policies. Any such policy or policies shall, as to the demised premises,
otherwise comply as to endorsements and coverage with the provisions of this
Article.*

     (b) Tenant shall not commit or permit anything to be done in, to or about
the demised premises, the Building, the Real Property, the Park, if applicable,
or any adjacent property, contrary to law, or which will invalidate or be in
conflict with the insurance policies carried by Owner or by others for Owner's
benefit, or do or permit anything to be done, or keep, or permit anything to be
kept, in the demised premises, which (i)  could result in termination of any of
such policies, (ii) could adversely affect Owner's right of recovery under any
such policies, (iii) could subject Owner to any liability or responsibility to
any person, or (iv) would result in reputable and independent insurance
companies refusing to insure the Building or property of Owner therein or in the
Park, if applicable, in amounts satisfactory to its mortgagees. As of the
Commencement Date, Tenant's use of the demised premises as set forth in Article
2, will not invalidate or be in conflict with the insurance policies carried by
Owner covering the Building,



                                      -29-

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

nor would those operations result in the termination of any such policies or
adversely affect the Owner's right of recovery thereunder. If any such action
by Tenant, or any failure by Tenant to comply with the requirements of
insurance bodies or to perform Tenant's obligations hereunder, or any use of
the demised premises by Tenant shall result in the cancellation of any such
insurance or an increase in the rate of premiums payable with respect to such
policies, Tenant shall indemnify, defend and hold Owner harmless against all
losses, including but not limited to any loss which would have been covered by
such insurance and the resulting additional premiums paid by Owner. Tenant
shall make such reimbursement within 30 days after receipt of notice and
evidence from Owner that such additional premiums have been paid, without
limiting Owner's rights otherwise provided in this lease.*

     (c) Owner and Tenant shall procure a clause in, or endorsement on, each of
their policies for fire or extended coverage insurance covering the demised
premises or personal property, fixtures or equipment located thereon, pursuant
to which the insurance company waives subrogation or consents to a waiver of
right of recovery against the other party. Each party agrees not to make claims
against or seek to recover from the other for loss or damage to its property or
property of others covered by such insurance. To the extent either party shall
be a self-insurer, each such party waives the right of recovery, if any,
against the other, its agents and employees, for loss, damages or destruction
of it's property.*

     (d) Tenant shall defend, indemnify and save harmless Owner, its agents and
employees form and against any and all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable attorneys'
fees, which may be imposed or incurred by or asserted against Owner and/or its
agents


                                      -30-
<PAGE>
                                                                     MUL-MAS3/88
                                                                   REVISED /6/92

or employees by reason of any of the following occurring during the term, or
during any time prior to the Commencement Date that Tenant has access to or
possession of any part of the demised premises: (i) any work or thing done in,
on or about the demised premises by or at the instance of Tenant, or its
invitees, excluding work done by Owner, (ii) any negligence or wrongful act or
omission on the part of Tenant or its invitees, (iii) any accident, injury or
damage to any person or property occurring in, on or about the demised premises,
or vault, passageway or space adjacent thereto caused by the negligence of
Tenant or its invitees, and (iv) any failure by Tenant to perform or comply with
any of the covenants, agreement, terms, provisions, conditions or limitations in
this lease to be performed or complied with by Tenant. If any action or
proceeding is brought against Owner by reason of any such claim, Tenant shall,
upon the request of Owner and at Tenant's expense, resist or defend such action
or proceeding by counsel reasonably acceptable to Owner. Counsel selected by
Tenant's approved insurance companies shall be deemed acceptable.*

     (e)  Owner shall carry such insurance as is required by the first mortgage
encumbering the Real Property and as customarily required to be carried by such
institutional mortgagees of similar properties in Westchester County.*

     54.  Exculpation. Tenant shall look solely to the estate and interest of
Owner, its successors and assigns, in the Building for the collection of any
judgment (or other judicial process) recovered against Owner and based upon
breach by Owner of any of the terms, conditions or covenants of this lease on
the part of Owner to be performed. No other property or assets of Owner shall be
subject to levy, execution or other enforcement procedures for the satisfaction
of Tenant's remedies under or with respect to

                                    -- 31 --




<PAGE>
                                                                     MUL-MAS3/88
                                                                   REVISED /6/92

either this lease, the relationship of landlord and tenant hereunder, or
Tenant's use and occupancy of the demised premises.

     55.  Rules and Regulations.  Tenant and Tenant's invitees shall observe and
comply with the Rules and Regulations attached as Exhibit A, and such additional
Rules and Regulations as Owner or Owner's agents may from time to time adopt.
Notice of additional Rules and Regulations shall be given to Tenant. Owner shall
have no duty or obligation to enforce the Rules and Regulations or the terms,
covenants or conditions in any other lease, against any other tenant of the
Building or in the Park, if applicable, and Owner shall not be liable to Tenant
for violation of the same by  any other tenant or its invitees. In the event of
a conflict between the Rules and Regulations and the provisions of the lease,
the provisions of the lease shall prevail.

     56.  Tenant's Alterations and Maintenance.

     (a) Tenant shall not employ contractors in connection with any services,
provisions, alterations or maintenance, unless Owner has consented in writing to
the contractor (which consent shall not be unreasonably withheld or delayed), it
being the intention of Owner to limit the number of such contractors employed in
the Building or Park, if applicable. If such consent has not been obtained
Tenant shall, if requested by Owner, forthwith cancel such contract. Owner's
disapproval of any contractor selected by Tenant must be accompanied by the
designation of one or more contractors acceptable to Owner, whose prices must be
reasonably competitive. If Owner does not approve or disapprove Tenant's
contractor within 7 business days after receipt of written request therefor, the
contractor so selected by Tenant shall be deemed approved by Owner. Tenant shall
not employ persons in connection with any such services, provisions, alterations
or maintenance the employment of

                                    -  32 -

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

whom would cause a strike, work stoppage or slowdown by employees of
contractors of Owner in the Building or Park, if applicable.  Owner does not
consent to the reservation of title by any conditional vendor, or the retention
of a security interest by a secured party, to any property which may be affixed
to the realty.*

     (b)  Alterations performed by Tenant in accordance with the provisions of
Article 3 must be performed in a good and workmanlike manner, in accordance
with the plans and specifications prepared by Tenant, at its expense, which
plans and specifications shall be subject to Owner's approval prior to the
performance of any such alteration. If Owner does not approve or disapprove
such plans and specifications within 15 business days after Tenant shall have
submitted five sets thereof to Owner, Owner shall be deemed to have approved
same. The quality standards applicable to such alterations shall in no event be
less than Owner's standards for the Building at the time such work is
performed. Upon completion of the alterations Tenant shall, at its expense,
deliver to Owner two sets of "as-built" drawings with respect thereto.*

     (c)  If due to Tenant's alterations, changes in the Building's sprinklers,
passages, exits or other common areas or systems, are required, Tenant shall
perform same, pursuant to the provisions of this lease. In no event, however,
shall Tenant perform any work or cause any work to be done which shall, in
Owner's opinion, adversely affect the Building. In no event shall Tenant make
any installation on or through the roof of the Building without the prior
consent of Owner. Owner may, at its sole discretion, make such rules and
regulations as it deems necessary regarding access to or through the roof.
Owner represents that Tenant's use of the demised premises, as set forth in
Article 2, and occupancy, in accordance with the plans attached hereto, shall
not exceed the load bearing capacity of the floor and roof.*


                                      -33-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     57. Notice.
         ------

     (a) At the request of the holder(s) of any mortgage encumbering the Real
Property, Tenant shall serve upon such mortgagee(s) a copy of all notices given
by Tenant to Owner pursuant to paragraph (b) below, such service to be by
registered or certified mail addressed to such mortgagee(s) at the address
provided by such mortgagee(s) to Tenant.

     (b) Except for rent bills, any notice, approval, consent, bill, statement
or other communication required or permitted to be given, rendered or made by
either party hereto to the other, pursuant to this lease or pursuant to any
applicable law or requirement of public authority (collectively, "notices"),
shall be in writing and shall be delivered personally or by registered or
certified mail, addressed to the other party at the address hereinabove set
forth. All notices given by either party pursuant to this Article may be given
by such party, their agents or attorneys. Either party may, by notice as
aforesaid, designate a different address or addresses for notices intended for
it. All notices given pursuant to this Article shall be deemed given on the
second business day after posting if mailed in Westchester County, and on the
third business day after posting if mailed outside of Westchester County, or
upon delivery if made personally. On and after the Commencement Date notices
directed to Tenant shall be addressed to Tenant at the Building.

     58. Miscellaneous.
         -------------

     (a) Whenever it is provided that Owner's consent or approval shall be
required, such consent or approval shall not be





                                      -34-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

unreasonably withheld or delayed. If Owner's consent or approval or denial of
such consent or approval has not been given within 20 days of receipt of
Tenant's request, such consent or approval shall be deemed granted. Whenever it
is provided that Owner shall not unreasonably withhold or delay consent or
approval or shall exercise its judgment reasonably (such consent or approval and
such exercise of judgment being collectively referred to as "consent"), if Owner
shall delay or refuse such consent, Tenant shall not be entitled to make any
claim, and Tenant waives any claim for money damages (nor shall Tenant claim any
money damage by way of setoff, counterclaim or defense) based upon any claim or
assertion that Owner unreasonably withheld or delayed consent. Tenant's sole
remedy shall be an action or proceeding for specific performance, injunction or
declaratory judgment to enforce any such provision, but any such equitable
remedy which can be cured by the expenditure of money may be enforced personally
against Owner only to the extent of interest in the Building. Failure on the
part of Tenant to seek relief within 30 days after the date upon which Owner has
withheld its consent shall be deemed a waiver of any right to dispute the
reasonableness of such withholding of consent.*

     (b) Owner shall have no liability or responsibility if any service or
utility required to be provided by Owner is interrupted or stopped by reason of
unavoidable delays.

     (c) If Tenant shall request the consent or approval of Owner to the making
of any alterations in excess of $100,000 (excluding the cost of decorative
material or fees for Tenant's architects or engineers), in the aggregate, or to
any other thing, and Owner shall seek and pay a separate fee for the opinion of
Owner's necessary outside architect, engineer or other expert, Tenant shall pay
Owner, as additional rent, within 30 days after demand, all reasonable costs and
expenses of Owner incurred in connection




                                      -35-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

therewith, including, in case of any alterations, costs and expenses of Owner
in reviewing plans and specifications.*

     (d)  This lease is submitted to Tenant for signature with the
understanding that it shall not bind Owner unless and until it has been
executed by Owner and delivered to Tenant or Tenant's attorney.

     (e)  Striking out or deletion of any portion of this lease (and the
insertion of asterisks at various points) was done as a matter of convenience
in preparing the lease for execution. The language omitted (as well as the use
or placement of such asterisks) is not to be given any effect in construing
this lease.

     (f)  Whenever reference is made to public halls, elevators, corridors,
etc. and if none such are present on or about the premises demised herein then
such reference shall have no relevance to the terms herein.

     (g)  In the event of any conflict between the printed provisions of the
lease and the Rider to the lease, the provisions of this Rider shall prevail.

     (h)  Owner's failure to prepare and/or deliver any statement or bill
required to be delivered to Tenant, or Owner's failure to make demand for
payment of Fixed Annual Rent or additional rent shall not be a waiver of, or
cause Owner to forfeit or surrender its rights to collect, any rent due.
Tenant's liability for all such payments shall continue unabated during the
term and shall survive the expiration or sooner termination of the term.

     (i)  As of the Commencement Date, the heating and air conditioning units
and system servicing the demised premises shall


                                      -36-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

be new and in good working order. Owner shall assign to Tenant all warranties
covering such units and system. Tenant shall repair and replace, as necessary,
and maintain in good working order, the heating and air conditioning units and
systems servicing the demised premises. Such maintenance shall include changing
the systems filters not less frequently than four times per year. Tenant shall
enter into contracts for such maintenance pursuant to Article 56 and submit to
Owner copies of such agreements as well as copies of all invoices indicating
dates of service and work performed. At the expiration or earlier termination of
the term of this lease, such units and systems shall be in working order.*

     (j) Tenant shall not substantially vacate the demised premises during the
term of this lease unless it shall give Owner at least 10 days written notice
prior to such vacating. Notwithstanding the above, in the event Tenant vacates
the demised premises prior to the Expiration Date or such earlier date upon
which said term may expire or be terminated, Tenant shall remove all fixtures,
and installations (including but not limited to telephone systems, communication
systems and security systems), unless Owner has otherwise notified Tenant
pursuant to Article 3.

         After such vacating, Owner may, but shall not be obligated to, enter
the demised premises, at anytime, to make such repairs, replacements and
improvements as Owner may deem necessary. Notwithstanding the foregoing,
Tenant's obligations under this lease shall remain in full force and effect,
including the obligation to maintain and secure the demised premises.

     (k) The Certificate of Occupancy for the Building shall be for a building
of Low Hazard Occupancy as defined by the New York State Building Code.





                                      -37-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     (1) Tenant shall not cause (or allow any of its contractors, agents or
other persons or entities over whom or which it exercises any degree of control
to cause) to occur within the demised premises, or the building discharge,
spillage, disposal, uncontrolled loss, generation, seepage or filtration of
Hazardous Materials unless same is in compliance with all applicable laws and
requirements of public authorities and insurance bodies. All use of Hazardous
Materials shall fully comply with all laws and requirements of public
authorities and insurance bodies. Tenant shall, from time to time and upon
Owner's request, submit to Owner a written report with respect to the types of
Hazardous Materials used by Tenant in the demised premises (and within the
Building and Executive Park) and the disposal thereof. Such report shall be in
such form as may be prescribed by Owner and shall be submitted to Owner within
ten (10) days after request by Owner (or immediately upon receipt of any notice
of violation received from any governmental agency). Owner shall have the right
at all times, upon reasonable notice, during the term of this lease to (i)
inspect the demised premises, and (ii) conduct (or cause to be conducted) tests
and investigations to determine whether Tenant is in compliance with the
provisions of this Section. The cost of all such inspections, tests and
investigations shall be borne by Owner unless such inspections, tests and
investigations reveal any lack of compliance by Tenant. If there exists such
non-compliance, Tenant shall promptly do all necessary work to remedy such lack
of compliance and, thereafter, upon request by Owner furnish such other
inspections, tests and investigations at its expense, performed by mutually
acceptable contractors. Owner's consent to Tenant's use or maintenance of
Hazardous Materials within the demised premises shall in no way limit Tenant's
indemnification obligations as otherwise set forth in this lease.*





                                      -38-
<PAGE>
                                                                      MUL-MAS/88
                                                                  REVISED 7/6/92

          If Tenant obtains knowledge of the actual or suspected release of
Hazardous Materials, then Tenant shall promptly notify Owner of such actual or
suspected release. Tenant shall immediately notify Owner of any inquiry, test,
investigation or enforcement proceeding by or against Tenant involving a
release. If Tenant or its agents, employees or contractors shall cause or permit
a release, Tenant shall promptly notify Owner of such release and immediately
begin investigation and remediation of such release, as required by all
applicable laws and requirements of public authorities and insurance bodies.


     (m)  Anything herein to the contrary notwithstanding, if the security
deposit shall not have been delivered to Owner upon execution and delivery of
this lease by Tenant to Owner (if required by the provisions of this lease),
then (in addition to such other remedies available to Owner hereunder, at law or
in equity) Owner shall not be obligated to commence preparation of the demised
premises for occupancy (if required by the provisions of this lease) until such
sums shall have been delivered to Owner.*

     (n)  Tenant agrees not to disclose the terms, covenants, conditions or
other facts with respect to this lease, including, but not limited to, the Fixed
Annual Rent, other than in the normal course of Tenant's business to any person,
corporation, partnership, association, newspaper, periodical or other entity.
This non-disclosure and confidentiality agreement shall be binding upon Tenant
without limitation as to time.*

     59.  Amendments to Printed Form.
         ----------------------------

          (a)   Article 6 is further amended by adding the following at the end
thereof:

                                      -39-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     In  the event of any increase in the fire insurance rate on the Building
and/or its contents during the term of this lease, caused by Tenant or the
nature or conduct of Tenant's use of the demised premises, Tenant shall pay to
Owner, the amount of the increase in the cost of such insurance to Owner and
other tenants of the Building, within ten (10) days after Owner has submitted to
Tenant a statement setting forth the amount due. In determining whether Tenant's
use or occupancy has resulted in an increase in the rate of fire insurance
applicable to the Building or any property located therein, the basis of
comparison shall be the rate which would be in effect were the Tenant not
occupying the Building.

     (b) Article 7 is amended by adding the following paragraph:

     Notwithstanding anything contained herein to the contrary, and at the
election of the holder of any current or future mortgage encumbering all or a
portion of the demised premises, such mortgage shall be subordinate to this
lease with the same force and effect as if this lease had been executed,
delivered and recorded prior to the execution, delivery and recording of the
said mortgage, except however that the said subordination of the mortgage to the
lease shall not affect nor be applicable to and does expressly exclude:

     (i) The prior right, claim or lien of the said mortgagee in, to and upon
any award or other compensation heretofore or hereafter to be made for any
taking by eminent domain of any part of the mortgaged premises, and to the right
of disposition thereof in accordance with the provisions of the said mortgage;





                                      -40-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

          (ii) The prior right, claim and lien of the said mortgagee in, to and
     upon any proceeds payable under all policies of fire and rent insurance
     upon the said mortgaged premises and as to the right of disposition thereof
     in accordance with the terms of the said mortgage; and

         (iii) Any lien, right, power or interest, if any, which may have arisen
     or intervened in the period between the recording of the said mortgage and
     the execution of this lease, or any lien or judgment which may arise at any
     time under the terms of this lease.

     Although this clause shall be self-operative upon the election of any such
mortgagee, in confirmation hereof, Tenant shall execute promptly any certificate
that Owner or such mortgagee may request.

     Owner shall obtain for Tenant's benefit a non-disturbance agreement from
the holder of any mortgage or ground or underlying lease which is superior to
this lease, in the form then customarily used by the grantor of said agreement,
providing in substance that so long as Tenant is not in default under this lease
beyond any applicable grace period, then the grantor will not terminate this
lease or take any action to recover possession of the demised premises,
notwithstanding any foreclosure of the mortgage or default under, or
termination  of, the ground or underlying lease. Any fees or costs imposed by
the grantor or its attorney, shall be paid by Tenant. Owner shall obtain such
non-disturbance  agreement on or before the Commencement Date. If Owner has not
delivered such  agreement to Tenant by such date, Tenant shall give notice
thereof to Owner. If within 30 days of the receipt of such notice Owner has not
delivered to Tenant  said agreement, Tenant's sole remedy shall be to cancel
this lease provided  Tenant gives notice to Owner within 5 days of the
expiration of said 30 day  period.





                                      -41-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

      (c)  Article 9 is amended by adding the following:

      "Notwithstanding the provisions of Article 9, if the demised premises or
a major part thereof shall be totally, or substantially, damaged or destroyed
or rendered completely, or substantially, untenantable on account of fire,
casualty or other cause (other than fire, casualty or other cause relating to
Tenant's act or failure to act where it had a duty to act), the rent and
additional rent shall completely abate as of the date of the damage or
destruction and until Owner shall repair, restore, replace and rebuild the
demised premises (subject to Owner's right to elect not to restore the same);
provided, however, that should Tenant reoccupy a portion of the demised
premises for the purpose of conducting business during the period the
restoration work is taking place and prior to the date that the same is made
completely tenantable, rent and additional rent shall be apportioned and
payable by Tenant in proportion to the part of the demised premises occupied by
it. Nevertheless, in case of any substantial damage or destruction to the
demised premises, Tenant, as its sole remedy, may cancel this lease by written
notice to Owner, if (i) within 30 days from the date of the damage or
destruction, Owner does not deliver to Tenant a written certification to the
effect that the restoration can be completed within six months from the date of
the casualty; (ii) within 90 days of the date of damage or destruction Owner
does not let a contract (and notify Tenant thereof) which shall provide for the
complete restoration of the demised premises within a period of six (6) months
from the date of the damage or destruction; (iii) work under such contract or
contracts has not commenced within 120 days of the date of said damage or
destruction (of which work Owner shall notify Tenant); or (iv) said work is not
prosecuted with reasonable diligence to its completion within six (6) months of
the date of damage or destruction (of which Owner shall notify Tenant);
provided that Tenant shall not be entitled to


                                      -42-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

cancel this lease pursuant to this sentence more than 10 days after Owner
shall have given written notice to Tenant that the state of facts specified in
clauses (i), (ii) or (iii) of this sentence, as the case may be, has occurred.
The period for the completion of the required repairs and restoration work shall
be extended by the number of days lost in the event such loss results from
unavoidable delays, or any cause beyond the reasonable control of Owner."*

     (d)  Article 11 is amended by adding the following paragraph:

     (1)  Notwithstanding the foregoing provision of this Article, Tenant may
sublet all of the demised premises, but not less than all, to one subtenant, for
occupancy and use as permitted by Article 2, provided however, that Tenant shall
first obtain the consent of Owner which consent shall not be unreasonably
withheld or delayed. The consent by Owner to such subletting shall not in any
way be considered to relieve Tenant from obtaining the express consent of Owner
to any further subletting.*

     (2)  If Tenant shall have a bona fide intention to sublet the demised
premises, as stated above, it shall first notify Owner of such fact and of the
terms of Tenant's proposed subrental and other terms of subletting, and:

     (i)  If Tenant intends to sublet the demised premises, then and in such
event Owner shall have the option, exercisable by notice within 30 days after
the date of Tenant's notice, to elect to cancel this lease, effective not less
than 3 months nor more than 6 months (as shall be mutually determined) from the
last day of the month in which Owner shall have given such notice. Upon any
such cancellation of this lease by Owner, Tenant shall have no

                                      -43-

<PAGE>
                                                                      MUL-MAS/88
                                                                  REVISED 7/6/92

further obligations to Owner with respect to this lease except for obligations
accrued up to the date of cancellation.*

          (ii) If Owner shall not have elected to cancel as aforedescribed, and
if within a period of 12 months from the date of Tenant's notice, Tenant has
not requested Owner's consent to a specific subletting, then the provisions of
this Article requiring Tenant to give notice to Owner of intended subletting,
and any Owner's rights to elect, shall again prevail.*

          (iii) If Owner shall not exercise the option to cancel this lease
Tenant may actively seek to obtain an appropriate subtenant, and Tenant shall
submit (x) the name and address of such proposed subtenant, (y) reasonably
satisfactory information as to the nature and character of the business of the
proposed subtenant, and as to the proposed nature of its proposed use of the
space, and (z) banking, financial and other information relating to the
proposed subtenant reasonably sufficient to enable Owner to determine the
financial responsibility and character of the proposed subtenant.

          (iv) In determining whether or not to consent to a proposed
subletting, Owner may take into consideration all relevant factors surrounding
the proposed sublease, including the following:

          a. The business reputation of the proposed subtenant.

          b. The nature of the business and proposed use of the demised
             premises by the proposed subtenant.


                                      -44-


<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     c. The financial condition of the proposed subtenant.

     d. Intentionally Omitted.

    (3) Intentionally Omitted.

    (4) Tenant shall not advertise its space for subletting at a rental rate
lower than the greater of the then comparable rental rate for such space in the
Town of Greenburgh or the rental rate under this lease for such space. When
Owner or an affiliate of Owner has other equivalent space available for leasing
by Owner or an affiliate of Owner, Tenant shall not sublet all or any portion of
the demised premises to an occupant of any space in the Building (or the Park if
applicable), or to any party which has negotiated with Owner or an affiliate of
Owner for any space during the 9 months immediately preceding Tenant's request
for Owner's consent. Owner shall not pursue any party with whom Tenant is
negotiating to sublet all or any portion of the demised premises to lease any
space in the Park.*

    (5) Tenant may not exercise its rights under this Article prior to the
Commencement Date.

    (6) No sublease of the demised premises shall be effective unless and until
Tenant delivers to Owner duplicate originals of the instrument of sublease
(containing the provisions required by Section (7)) and any accompanying
documents. Any such sublease shall be subject and subordinate to this lease.

    (7) All subleases shall (i) be expressly subject to all of Tenant's
obligations hereunder, (ii) provide that the sublease shall not be assigned,
encumbered or otherwise transferred, that the premises thereunder shall not be
further sublet by the





                                      -45-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

sublessee, in whole or in part, and that the sublease shall neither suffer nor
permit any portion of the sublet premises to be used or occupied by others
without the prior consent of Owner in each instance and (iii) contain
substantially the following provision:

     "In the event a default under any superior lease of all or any portion of
     the premises demised hereby results in the termination of such superior
     lease, this lease shall, at the option of the lessor under any such
     superior lease, remain in full force and effect and the tenant hereunder
     shall attorn to and recognize such lessor as Owner hereunder and shall
     promptly upon such lessor's request, execute and deliver all instruments
     necessary or appropriate to confirm such attornment and recognition. The
     Tenant hereunder hereby waives all rights under any present or future laws
     or otherwise to elect, by reason of the termination of such superior lease,
     to terminate this sublease or surrender possession of the premises demised
     hereby."

     (8) Tenant shall remain fully responsible and liable for all acts and
omissions of any subtenant or anyone claiming under or through any subtenant
which shall be in violation of any of the obligations of Tenant hereunder and
any such violation shall be deemed a violation by Tenant.*

     (9) Whether or not Owner shall give its consent to any proposed sublease,
Tenant shall indemnify, defend and save harmless Owner against and from any and
all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses (including reasonable attorney's fees) resulting from any claims that
may be made against Owner by the proposed sublessee, or by any brokers or




                                      -46-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

other persons claiming a commission or similar compensation in connection with
the proposed or final sublease.*

     Article 11 is further amended by adding the following paragraph:

     Anything in this Article or this lease to the contrary notwithstanding,
Owner consents to the assignment of this lease to any entity controlling,
controlled by or under common control with Tenant, or to any entity into which
Tenant may be merged or consolidated, or any person or entity which is a
successor to the business of Tenant, by purchase thereof or by arrangement
effected pursuant to any law or regulatory agency action having or asserting
such authority (provided such merger, consolidation or purchase is for a valid
business purpose and not principally for the purpose of transferring the
leasehold estate created hereby), and provided that (i) the successor to Tenant
resulting from the merger, consolidation or purchase is a bona fide entity,
(ii) the successor to Tenant has a net worth, computed in accordance with
generally accepted accounting principles, at least equal to the greater of the
net worth of Tenant (1) immediately prior to such merger, consolidation or
purchase or (2) $18,000,000.00 (the net worth represented by Tenant to Owner as
of June 9, 1992) on the date of this lease, and (iii) proof satisfactory to
Owner of such net worth shall have been delivered to Owner at least 30 days
prior to the effective date of the transaction. Owner shall have the right to
request that such successor deposit additional security pursuant to Article 32,
in an amount to be reasonably determined by Owner which amount shall not exceed
the Fixed Annual Rent for the six month period following the date of such
assignment. Upon such deposit, Owner shall release the assignor from all
liability under this lease arising after the date of the assignment. No such
assignment of this lease shall be


                                     - 47 -

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

valid or binding upon Owner unless the Tenant shall have complied with the
provisions of this Article and the assignee shall execute, acknowledge and
deliver to Owner an agreement, in recordable form, whereby the assignee agrees
unconditionally to be personally bound by and perform all the obligations of
Tenant hereunder then accrued and thereafter accruing and further expressly
agrees that notwithstanding such assignment the provisions of this Article
shall continue to be binding upon such assignee with respect to all future
assignments. The failure or refusal of the assignee to execute, acknowledge or
deliver such an agreement shall not release the assignee from its liability for
the performance of the obligations of Tenant hereunder assumed by acceptance of
the assignment of this lease.*

     (e) Article 16 is amended by adding the following paragraph:

     Without limiting any of the provisions of Articles 16, 17 or 18, if
pursuant to the Bankruptcy Code of 1978, as the same may be amended, Tenant is
permitted to assign this lease in disregard of the restrictions contained in
Article 11, Tenant agrees that adequate assurance of future performance by the
assignee permitted under such Code shall mean the deposit of cash security with
Owner in an amount equal to the sum of one year's Fixed Annual Rent then
reserved hereunder plus an amount equal to all additional rent payable under
this lease for the calendar year preceding the year in which such assignment is
intended to become effective. Such deposit shall be held by Owner, for the
balance of the term of this lease, as security for the full and faithful
performance of all of the obligations under this lease on the part of Tenant
yet to be performed, in the manner set forth in Article 32 (notwithstanding the
possible prior deletion of Article 32 from this lease). If Tenant receives or
is to receive any valuable consideration for

                                    -  48 -

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

such an assignment of this lease, such consideration, after deducting therefrom
(i) the brokerage commissions, if any, and other expenses reasonably incurred
by Tenant for such assignment and (ii) any portion of such consideration
reasonably designated by the assignee as paid for the purchase of Tenant's
property in the demised premises, shall be the sole and exclusive property of
Owner and shall be paid over to Owner directly by such assignee.

     Article 32 is further amended by adding the following:

     "The security deposited hereunder shall be placed in an interest bearing
account. Interest earned by Owner on the security deposit shall be distributed
to Tenant annually provided that Tenant shall not be in default hereunder. Owner
shall retain the first 1% of interest earned on the security deposit annually as
an administrative fee."*

60. Present Lease Obligation

     Provided that Tenant is not in default under this lease, and has fully
complied with all of the terms of this lease, Owner shall reimburse Tenant for
50% of any and all rental charges under the present lease with Tenant's
affiliate, American Banknote Company ("ABN") covering approximately 24,650
square feet ("Present Space") located at 300 Corporate Drive, Suite 9 and 10,
Blauvelt, New York 10913 ("Present Lease"), which ABN may be obligated to pay
under the Present Lease from and after the Commencement Date (the "Assumption
Date") and until the expiration or earlier termination of the Present Lease
(which expiration date Tenant and ABN represent to be May 31, 1997). Each such
reimbursement will be paid to ABN, at Owner's election, either by (i) check or
(ii) credit against Fixed Annual Rent due hereunder on the first day of the
month following the month in which ABN shall have made such reimbursable payment
and documented such payment to Owner.

                                     - 49 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

Anything herein to the contrary notwithstanding, Owner shall have no obligation
to pay any arrears in rent or other obligations accruing, nor shall Owner be
liable for any damage caused by ABN's and/or Tenant's acts or omissions under
the Present Lease before or at the time ABN and/or Tenant moves out of the
Present Space, nor shall Owner be liable for any obligation to restore the
Present Space arising out of any alterations or additions thereto by Tenant
and/or ABN. In no event shall Owner's reimbursement obligation hereunder exceed
$10,856.27 per month commencing on the Assumption Date through May 31, 1997 (or
such earlier date on which the Present Lease may terminate). If, at any time,
Tenant and/or ABN shall occupy all or any portion of the Present Space, Owner
shall be relieved of its reimbursement obligation hereunder for the portion of
the Present Space occupied by Tenant and/or ABN. In such event, Owner's
obligation shall be appropriately amended.*

     Owner, ABN and Tenant shall cooperate with each other in good faith to (i)
sublet the Present Space, or any portion thereof, or (ii) assign the Present
Lease to one or more subtenants or an assignee or (iii) obtain a cancellation of
the Present Lease from the lessor of the Present Space. Any such sublet or
assignment shall be upon terms mutually satisfactory to Owner, ABN and Tenant.
The parties intend to market the Present Space at a rental rate 30% - 40% less
than the market rate for such space. The parties agree that the current market
rate for such space is approximately $11.00 per rentable square foot, and the
Present Space will initially be marketed at a rate of $7.00 per rentable square
foot. Any and all rents, income and revenues derived from such assignment or
subletting shall be applied first to Owner's reimbursement obligation hereunder
and then to ABN's portion of its obligation under the Present Lease.*


                                     - 50 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     Any third party brokerage commissions incurred in assigning the Present
Lease, or any part thereof, or in subletting the Present Space, or any portion
thereof, and any payments made to secure a cancellation or release from the
Present Lease or to secure agreements consenting to the assignment of the
Present Lease or the subletting of the Present Space, or any portion thereof,
will be borne by ABN and/or Tenant.*

61.  Option for Additional Space.

     A. (i) Subject to the provisions of this Article, Tenant shall have the
option to lease from Owner the space designated as Additional Space on the
attached floor plan, consisting of approximately 23,365 square feet
("Additional Space"), at the expiration of the space lease(s) for such
Additional Space. If the term of this lease shall be in full force and effect
on the expiration or termination date of the space lease(s) for the Additional
Space and the date upon which Tenant shall exercise the option hereinafter
referred to, Tenant shall have the option to lease all, but not less than all
of the Additional Space on an as-is basis, provided Tenant gives Owner written
notice of such election within 30 days after Tenant shall receive Owner's
notice that such Additional Space is available for leasing to Tenant. If Tenant
fails or refuses to exercise this option within the time period set forth above
(time being of the essence), then and in such event Tenant shall have no
further rights under this Section with respect to such Additional Space prior
to the expiration of the next succeeding space lease for said lease. If Tenant
shall elect to lease said Additional Space: (w) said Additional Space shall be
deemed incorporated within and part of the demised premises on the date that
Owner shall notify Tenant that such Additional Space is ready for occupancy by
Tenant, (x) the Fixed Annual Rent payable under the lease shall be increased by
an amount

                                        -51-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

such that during the balance of the term of this lease the Fixed Annual Rent
for said Additional Space on a per square foot basis shall be equal to $10.50
per square foot during the first 5 lease years, $11.50 per square foot  during
the second 5 year period, $12.65 per square foot during the last 5 years and
$14.50 per square foot during the Extension Term as defined in Article 62, (y)
Tenant's Proportionate Share shall be increased appropriately, and (z) all
other terms and provisions set forth in the lease shall apply, except that
Owner not be required to perform any work with respect to said Additional
Space.

     The parties shall promptly execute an amendment of this lease confirming
Tenant's election to lease said Additional Space and the incorporation of said
Additional Space into the demised premise.

     B. The option granted to Tenant under this Article 61 may be exercised only
by Tenant, its permitted successors and assigns, and not by any subtenant or
any successor to the interest of Tenant by reason of any action under the
Bankruptcy Code, or by any public officer, custodian, receiver, United States
Trustee, trustee or liquidator of Tenant or substantially all of Tenant's
property. Tenant shall have no right to exercise any of such options subsequent
to the date Owner shall have the right to give the notice of termination
referred to in Article 17.*

62.  Option to Renew

     A. If the term of this lease shall then be in full force and effect, Tenant
shall have the option to extend the term of this lease for a period of 5 years
("Extension Term") commencing on the day immediately following the Expiration
Date. Tenant may exercise its option in respect of such extension by giving
notice of the exercise thereof to Owner not earlier than eighteen months prior
to the Expiration Date nor later than ten months prior to the

                                        -52-
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

Expiration Date, time being of the essence in connection with the exercise of
Tenant's option pursuant to this Section.

     Such extension of the term of this lease shall be upon the same covenants
and conditions, as herein set forth except for the fixed rent, which shall be
$854,543.00 per annum for the Extension Term, and except that Tenant shall have
no further right to extend the term of this lease. If Tenant shall duly give
notice of its election to extend the term of this lease, the period of extension
shall be added to and become a part of the term of this lease (but shall not be
considered a part of the initial term), and any reference in this lease to the
"term of this lease", the "term hereof", or any similar expression shall be
deemed to include such extension period, and, in addition, the term "Expiration
Date" shall thereafter mean the last day of such period of extension. (Owner
shall have no obligation to perform any alteration or preparatory or other work
in and to the demised premises and Tenant shall continue possession thereof in
its "as is" condition for such period.)

     B. After such option being exercised, at the request of either party, both
parties shall execute and deliver to each other an instrument to evidence that
such option has been exercised and that the term of this lease has been extended
to the last day of the term of the option.

     C. The option granted to Tenant under this Article 62 may be exercised only
by Tenant, its affiliates, permitted successors and assigns, and not by any
subtenant or any successor to the interest of Tenant by reason of any action
under the Bankruptcy Code, or by any public officer, custodian, receiver, United
States Trustee, trustee or liquidator of Tenant or substantially all of Tenant's
property. Tenant shall have no right to exercise this option


                                     - 53 -


<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

subsequent to the date Owner shall have the right to give the notice of
termination referred to in Article 17 unless Tenant cures the default within
the applicable grace period. Notwithstanding the foregoing, Tenant shall have
no right to extend the term if, at the time it gives notice of its election (i)
Tenant shall not be in occupancy of substantially all of the demised premises
or (ii) the Demised Premises (or any part thereof) shall be the subject of a
sublease. If Tenant shall have elected to extend the term, such election shall
be deemed withdrawn if, at any time after the giving of notice of such election
and prior to the commencement of the Extended Term, Tenant shall sublease (all
or any portion of) the Demised Premises.*

                                     - 54 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

                                                                     Exhibit "A"


                             Rules and Regulations


1.   Tenant shall keep the loading dock areas free of refuse and debris.

2.   The sidewalks, entrances, passages, lobbies, elevators, vestibules,
     stairways, corridors and halls shall not be obstructed or encumbered by
     Tenant or used for any purpose other than ingress and egress to and from
     the demised premises. Tenant shall not permit any of its invitees to
     congregate in any of said areas. No door mat shall be placed or left in
     any public hall (or outside any entry door of the demised premises). No
     property of Tenant may be kept or placed outside the demised premises.

3.   Tenant and its invitees shall not litter any portion of any public area of
     the Building, the Park, if applicable, or the Real Property.*

4.   Tenant shall not mark, paint, drill into or in any way deface any part of
     the exterior of demised premises or the Building. No boring, cutting or
     stringing of wires on the exterior of the demised premises shall be
     permitted, except with the prior consent of Owner, and as Owner may
     direct.*

5.   The sashes, sash doors, skylights, windows and doors that reflect or admit
     light and air into the halls, passageways and other public places shall
     not be covered or obstructed by Tenant.


                                     - 55 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

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

7.   Tenant shall not discharge or permit to be discharged any materials, which
     may cause damage, into waste lines, vents or flues. The water and wash
     closets and other plumbing fixtures shall not be used for any purpose other
     than those for which they were designed and constructed, and no sweepings,
     rubbish, rags, corrosives, acids or other substances shall be thrown or
     deposited therein. All damages resulting from any misuse of such fixtures
     shall be borne by the tenant who, or whose invitees, shall have caused the
     same.

8.   No excessive noise (including, but not limited to, music or the playing of
     musical instruments, recordings, radio or television) which, in Owner's
     reasonable judgment, might disturb other tenants in the Building or the
     Park, if applicable, shall be made or permitted by Tenant. Nothing shall be
     done or permitted in the demised premises by Tenant which would
     unreasonably impair or interfere with the use or enjoyment by any other
     tenant of any other space in the Building or the Park, if applicable.
     Tenant shall not throw anything out the doors, windows or skylights or into
     the passageways.*

9.   No equipment which generates excessive noise or vibration so as to
     unreasonably disturb tenants in the Park may be installed in the demised
     premises except with the prior consent of Owner, and as Owner may direct.
     Any condition which causes transmission of sounds, noise or vibrations
     outside of the demised premises shall be corrected by Tenant.*



                                     - 56 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

10.  Neither Tenant nor its invitees shall bring or keep upon the demised
     premises any explosive fluid, chemical or substance, nor any flammable or
     combustible objects or materials excluding however those fluids, chemicals
     or substances customarily used in Tenant's business provided same
     are kept and maintained in compliance with all laws and requirements of
     public authorities and insurance bodies.*

11.  No awnings or other projections shall be attached to the outside walls of
     the Building. No curtains, blinds, shades, or screens shall be attached to
     or hung in, or used in connection with, any window or door of the demised
     premises, without the prior consent of Owner. Such curtains, blinds, shades
     or screens must be of a quality, type, design and color, and attached in
     the manner, approved by Owner and consistent with the quality, type,
     designated color used in the Park.*

12.  Intentionally Omitted.*

13.  Owner reserves the right to rescind, alter or waive any Rule or Regulation
     at any time prescribed for the Building, when, in its reasonable judgment,
     it deems it necessary or desirable for the reputation, safety, care or
     appearance of the Building, Real Property or the Park, if applicable, or
     the preservation of good order therein, or the operation or maintenance of
     the Building, or the Park, if applicable, or the equipment thereof, or the
     comfort of tenants or others in the Building. Owner shall not discriminate
     in its enforcement of such Rules and Regulations nor decrease any of
     Tenant's rights hereunder, nor impose any additional cost on Tenant. No
     recision, alteration or waiver of any Rule or Regulation in


                                     - 57 -
<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92

     favor of one tenant shall operate as a rescission, alteration or waiver in
     favor of any other tenant.*


14.  Tenant shall, upon the termination of its tenancy, turn over to Owner all
     keys of the demised premises and stores, offices and toilet rooms, either
     furnished to, or otherwise procured by, Tenant and in the event of the loss
     of any keys, Tenant shall pay to Owner the cost of replacing the locks and
     keys.

15.  The demised premises shall not be used for lodging or sleeping or for any
     immoral or illegal purpose. Canvassing, soliciting and peddling in the
     Building are prohibited and Tenant shall cooperate to prevent the same.
     Tenant shall not cause or permit any odors of cooking or other processes or
     any odors to emanate from the demised premises which would create a public
     or private nuisance. No cooking shall be done in the demised premises
     except as is expressly permitted in the lease and as contemplated by the
     attached plans.*

16.  Tenant shall keep all windows in the demised premises clean at all times.
     However, Tenant shall not be required to clean windows more often than once
     every two (2) months.

17.  Owner shall not unreasonably withhold or delay from Tenant any approval
     provided for in the Rules and Regulations.







                                     - 58 -

<PAGE>
                                                                     MUL-MAS3/88
                                                                  REVISED 7/6/92