Exhibit 10.1

               AGREEMENT OF LEASE made as of this day of April 13, 2000, between
500-512 SEVENTH AVENUE LIMITED PARTNERSHIP, a Delaware limited partnership, with
its office at c/o Newmark & Company Real  Estate,  Inc.,  125 Park  Avenue,  New
York, New York, 10017 (hereinafter  referred to as "Landlord") and THCG, INC., a
Utah  corporation,  with its office at 650 Madison  Avenue,  New York,  New York
10022 (hereinafter referred to as "Tenant").

                              W I T N E S S E T H :

               Landlord hereby leases and Tenant hereby hires from Landlord,  in
the building  (hereinafter  referred to as the "Building")  known as 512 Seventh
Avenue,  New York, New York 10016, the following  space: the entire  seventeenth
(17th) (as shown hatched) floor and a portion of the sixteenth  (16th) floor (as
shown  hatched)  on the  plans  annexed  hereto  as  Exhibit  A (which  space is
hereinafter referred to as "the demised premises");  for a term of approximately
ten (10) years, to commence on the date hereof  (hereinafter  referred to as the
"Commencement  Date"),  and to end on September 30, 2010 (such date on which the
term of this Lease expires is hereinafter  referred to as the "Expiration Date")
or on such date as such term shall  sooner cease and  terminate  as  hereinafter
provided.  The  Building  is located  on the land  (herein  called  the  "Land")
described on Exhibit B annexed hereto).

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

                                    ARTICLE 1

                                      RENT

               1.01  Tenant   shall  pay  to   Landlord  a  fixed   annual  rent
(hereinafter referred to as "fixed annual rent") at the annual rate of:

                      (a) Eight Hundred Eighty Nine Thousand Eight Hundred Forty
Dollars ($889,840.00) per annum,  commencing on the Rent Commencement Date until
the last day of the month  preceding  the month in which  occurs the fifth (5th)
anniversary of the Rent Commencement Date; and

<PAGE>

                      (b) Nine Hundred Thirty Four Thousand Three Hundred Thirty
Two Dollars ($934,332.00) per annum, commencing on the first day of the month in
which  occurs the fifth  (5th)  anniversary  of the Rent  Commencement  Date and
ending on the Expiration Date.

               Tenant shall pay additional fixed annual rent with respect to its
lease of the Added Space pursuant to Article 47 of this Lease

               Tenant agrees to pay the fixed annual rent in lawful money of the
United States of America, in equal monthly  installments in advance on the first
day of each  calendar  month during said term, at the office of Landlord or such
other place in the United States of America as Landlord may  designate,  without
any setoff or deduction  whatsoever,  except such deduction as may be occasioned
by the  occurrence  of any event  permitting  or  requiring a deduction  from or
abatement of rent as specifically set forth in Articles 10 and 14 hereof. Should
the  obligation  to pay fixed annual rent  commence on any day other than on the
first  day of a month,  then the  fixed  annual  rent  for such  month  shall be
prorated on a per diem basis.

               The first month's installment of fixed annual rent due under this
Lease shall be paid by Tenant upon the execution of this Lease.

               1.02 Tenant shall pay the fixed annual rent and  additional  rent
as above and as hereinafter  provided,  by good and sufficient check (subject to
collection)  drawn on a New York  City  bank  which is a member  of the New York
Clearinghouse  Association  or a  successor  thereto.  All sums other than fixed
annual rent payable by Tenant  hereunder  shall be deemed  additional  rent (for
default in the payment of which  Landlord  shall have the same remedies as for a
default in the payment of fixed annual rent),  and shall be payable  twenty (20)
days after demand, unless other payment dates are hereinafter provided.

               1.03 If  Tenant  shall  fail to pay when due any  installment  of
fixed  annual  rent or any payment of  additional  rent for a period of five (5)
days after such  installment or payment shall have become due,  Tenant shall pay
interest  thereon  at the  Interest  Rate (as such term is defined in Article 22
hereof), from the date when such installment or payment shall have become due to
the date of the payment  thereof,  and such interest shall be deemed  additional
rent.

               1.04 If any of the fixed annual rent or  additional  rent payable
under the terms and  provisions of this Lease shall be or become  uncollectible,
reduced or

<PAGE>

required  to be  refunded  because  of any  Legal  Requirement  (as such term is
defined in Article 22 hereof),  Tenant  shall enter into such  agreement(s)  and
take such other steps  (without  additional  expense to Tenant) as Landlord  may
request  and as may be legally  permissible  to permit  Landlord  to collect the
maximum rents which from time to time during the  continuance of such legal rent
restriction  may be  legally  permissible  (and  not in  excess  of the  amounts
reserved  therefor  under this Lease).  Upon the  termination of such legal rent
restriction,  (a) the rents shall become and thereafter be payable in accordance
with the amounts reserved herein for the periods  following such termination and
(b) Tenant shall pay to Landlord, to the maximum extent legally permissible,  an
amount equal to (i) the rents which would have been paid  pursuant to this Lease
but for such legal rent  restriction  less (ii) the rents paid by Tenant  during
the period such legal rent restriction was in effect.

               1.05 (a)  Notwithstanding  any language to the contrary contained
herein,  the fixed  annual rent  payable  hereunder  shall be abated  during the
period commencing on the Commencement Date and ending on September 30, 2000 (the
date  following  the  expiration of such  abatement  period is herein called the
"Rent Commencement Date").

                      (b) If Landlord shall not have substantially completed the
portions of  Landlord's  Work in the demised  premises set forth in clauses (a),
(b), (c) and (e) of Section 2.01 herein by June 15, 2000 (the  "Landlord's  Work
Completion Date") and such failure directly results in a delay in the completion
of Tenant's Work (as hereinafter defined), then the Rent Commencement Date shall
be extended one (1) day for each day thereafter  that  Landlord's Work is not so
substantially   completed   (except  for  minor  or  insubstantial   details  of
construction, mechanical adjustment, decoration, or other punch-list items which
remain to be performed).  Notwithstanding any language to the contrary contained
in this Lease,  the Landlord's Work Completion Date shall be extended by one day
for each day that Landlord is prevented from  performing or completing such work
by  reason of a Tenant  Delay.  A  "Tenant  Delay"  shall  mean:  (a)  delays in
submitting  the final plan (as defined in Section  50.02 herein) with respect to
Tenant's  Work,  or  in  approving  any  drawings  or   specifications,   giving
authorizations  or  supplying  information;  or (b)  additional  time  needed by
Landlord, as a result of Tenant requesting Landlord to make a change or addition
to Landlord's Work or change in the final plan.

<PAGE>

                                    ARTICLE 2

                       PREPARATION OF THE DEMISED PREMISES

               2.01  Tenant has  examined  the  demised  premises  and agrees to
accept the same in their  condition and state of repair  existing as of the date
hereof  subject to (i) latent  defects in the  structure of the  Building,  (ii)
Landlord's performance of its work obligations under this Section 2.01 and (iii)
normal  wear  and tear  and to the  removal  therefrom  of the  property  of the
existing  tenant or occupant  thereof,  if any, and  understands and agrees that
Landlord  shall not be  required to perform any work,  supply any  materials  or
incur any expense to prepare the demised premises for Tenant's occupancy, except
that Landlord, at Landlord's sole cost and expense, shall:

                      (a) provide to Tenant a  reasonable  number of  connection
points to the Building's  fire safety system (not to exceed eight (8) connection
points) to which it shall connect its subsystem  (consisting of smoke  detectors
and other life  safety and  security  devices)  in the  demised  premises to the
Building's Class E System, as required to comply with applicable laws including,
without  limitation,  New York City Local Law;  provided  however  Tenant  shall
solely be responsible for the cost of making such connections;

                      (b)  demolish  the  demised  premises in  accordance  with
Tenants's  demolition plan prior to the  commencement of performance of Tenant's
Work (as that term is hereinafter  defined) provided that Landlord approves such
demolition plan, which approval shall not be unreasonably withheld;

                      (c) remove asbestos in the demised  premises in accordance
with applicable  legal  requirements  to facilitate  Tenant's Work in and to the
demised  premises,  except for any vinyl  asbestos  tile  ("VAT")which  shall be
Tenant's obligation to remove or encapsulate at Tenant's expense;

                      (d) remove all  existing  exterior  windows in the demised
premises;  and supply and  install new  Building  Standard  (as defined  herein)
exterior windows throughout the demised premises; and

                      (e)  deliver  all  existing  radiators  and  the  existing
sprinkler loop within the demised premises in proper working order.

               2.02 Landlord shall use all reasonable  efforts to complete items
(a), (b), (c) and (e) of Landlord's  Work prior to June 15, 2000 and item (d) by
August 1, 2000.

               2.03 If the  Commencement  Date is other than the  specific  date

<PAGE>

hereinabove set forth then Tenant shall at Landlord's request, execute a written
agreement  confirming  the  Commencement  Date.  Any  failure of the  parties to
execute such written agreement shall not affect the validity of the Commencement
Date as fixed and determined by Landlord as aforesaid.


                                    ARTICLE 3

                               ADJUSTMENTS OF RENT

               3.01  For  the  purposes  of  this   Article  3,  the   following
definitions shall apply:

                      (a) The term  "Base  Tax" shall mean the Taxes for the Tax
Year  commencing  July 1,  2000,  and  ending on June 30,  2001 by (ii) the real
property tax rate for such Tax Year.

                      (b) The  term  "Tenant's  Proportionate  Share"  shall  be
deemed to mean 4.35% percent.

                      (c) The term "Taxes" shall mean (i) all real estate taxes,
assessments,  sewer  rents and water  charges,  governmental  levies,  municipal
taxes,  county  taxes or any other  governmental  charge,  general  or  special,
ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature
whatsoever,  which are or may be assessed levied or imposed upon all or any part
of the Land,  the Building and the  sidewalks,  plazas or streets in front of or
adjacent  thereto,  including any tax, excise or fee measured by or payable with
respect  to any  rent,  and  levied  against  Landlord  and/or  the Land  and/or
Building,  under the laws of the United  States,  the State of New York,  or any
political  subdivision  thereof,  or by the  City of New  York or any  political
subdivision thereof and any charge imposed by any business improvement district,
and (ii) any expenses  incurred by Landlord in  contesting  any of the foregoing
set forth in clause (i) of this  sentence or the assessed  valuations  of all or
any part of the Land and Building,  etc. or collecting any refund, not to exceed
the savings incurred. If, due to a future change in the method of taxation or in
the taxing  authority,  a new or  additional  real estate  tax, or a  franchise,
income,  transit,  profit  or  other  tax or  governmental  imposition,  however
designated,  shall be levied against Landlord,  and/or the Land and/or Building,
in addition to, or in  substitution  in whole or in part for any tax which would
constitute "Taxes", or in lieu of additional Taxes, such tax or imposition shall
be deemed for the purposes hereof to be included within the term "Taxes". Except
as set forth in the immediately preceding sentence, Taxes shall not include

<PAGE>

sales, transfer, income, franchise,  estate or inheritance taxes or late fees or
interest  charges  imposed upon Landlord in connection with late payment thereof
by Landlord.

                      (d) The term "Tax Year"  shall mean each  period of twelve
(12) months,  commencing on the first day of July of each such period,  in which
occurs any part of the term of this Lease or such other period of twelve  months
occurring  during the term of this Lease as hereafter may be duly adopted as the
fiscal year for real estate tax purposes of the City of New York.

                      (e) The term "Operating Year" shall mean the calendar year
2000 and each succeeding calendar year thereafter during the term of this Lease.

                      (f) The term  "Wage  Rate" with  respect to any  Operating
Year shall mean the regular average hourly wage rate (excluding fringe benefits)
required  to be paid to  Porters  in Class A Office  Buildings  pursuant  to any
agreement between the Realty Advisory Board on Labor Relations,  Incorporated or
any successor thereto (hereinafter referred to as "R.A.B.") and Local 32B/32J of
the Building Service  Employees  International  Union AFL-CIO,  or any successor
thereto (hereinafter referred to as "Local 32B") in effect during such Operating
Year,  provided that if any such agreement shall require Porters to be regularly
employed on days or during hours when overtime or other premium pay rates are in
effect,  then the term "regular average hourly wage rate" shall mean the regular
average  hourly  wage rate for the hours in a calendar  week which  Porters  are
required  to be  regularly  employed  (whether  or not  actually  at work in the
Building),  e.g., if, for example,  as of January 1, 2000, an agreement  between
R.A.B.  and Local 32B would  require  the regular  employment  of Porters for 40
hours during a calendar week at a regular  average  hourly wage of $4.00 for the
first 30 hours and at an overtime hourly average wage of $5.00 for the remaining
10 hours, then the regular average hourly wage rate under this subsection, as of
January  1,  2000,  would be the sum  arrived at by  dividing  the total  weekly
average  wages of $170.00 by the total  number of required  hours of  employment
which is 40 and resulting in a regular  average  hourly wage rate of $4.25.  The
computation  of the regular  average hourly wage rate shall be on the same basis
whether  based on an hourly or other pay scale but  predicated  on the number of
hours in such respective work weeks, whether paid by Landlord or any independent
contractor.  If  there  is no such  agreement  in  effect  as of the date of any
Escalation  Statement  on  which  such  regular  average  hourly  wage  rate  is
determinable, the computations shall be made on the basis of the regular average
hourly wage rate being paid by Landlord or by the contractor  performing  porter
or cleaning  services for Landlord as of the date of such  Escalation  Statement
and appropriate  retroactive  adjustments shall be

<PAGE>

made when the  regular  average  hourly  wage  rate  paid as of such  Escalation
Statement  is  finally  determined.  If length of  service  shall be a factor in
determining  any  element of wages it shall be  conclusively  presumed  that all
employees have at least three years of service.  The Wage Rate is intended to be
an index in the nature of a cost of living index, and is not intended to reflect
the actual costs of wages or expenses for the Building.

                      (g) The term "Porters" shall mean that  classification  of
employee  engaged in the general  maintenance  and  operation  of Class A Office
Buildings most nearly comparable to the classification now applicable to porters
in the current agreements between R.A.B. and Local 32B/32J (which classification
is presently termed "others" in said agreement).

                      (h) The term "Class A Office  Buildings" shall mean office
buildings  in the same class or  category  as the  Building  under any  building
operating  agreement  between  R.A.B.  and  Local  32B/32J,  regardless  of  the
designation given to such office buildings in any such agreement.

                      (i) The term "Base Wage Rate"  shall mean the Wage Rate in
effect on January 1, 2000.

                      (j) The term "Escalation Statement" shall mean a statement
setting forth the amount payable by Tenant for a specified Tax Year or Operating
Year (as the case may be) pursuant to this Article 3.

                      (k) The term "Wage Rate Multiple" shall mean 22,246.

               3.02 If the Wage Rate for any  Operating  Year  shall be  greater
than the Base Wage Rate,  then Tenant  shall in the case of such an increase pay
to Landlord as additional rent for the demised  premises for such Operating Year
an amount  equal to the product  obtained  by  multiplying  one  hundred  (100%)
percent of the difference  between the Wage Rate for such Operating Year and the
Base Wage Rate, by the Wage Rate Multiple.

               3.03 A. Tenant shall pay as  additional  rent for each Tax Year a
sum  (hereinafter  referred  to as  "Tenant's  Tax  Payment")  equal to Tenant's
Proportionate  Share of the  amount by which the Taxes for such Tax Year  exceed
the Base Tax. Tenant's Tax Payment for each Tax Year shall be due and payable in
two (2) equal installments, in advance, (i.e., on the first day of each June and
December  during each Tax Year) based upon the  Escalation  Statement  furnished
prior to the  commencement of such Tax Year, until such time as a new Escalation

<PAGE>

Statement  for a subsequent  Tax Year shall become  effective.  If an Escalation
Statement is furnished to Tenant after the commencement of a Tax Year in respect
of which such  Escalation  Statement is rendered,  Tenant shall,  within fifteen
(15) days  thereafter,  pay to  Landlord  an amount  equal to the  amount of any
underpayment  of Tenant's  Tax Payment with respect to such Tax Year and, in the
event of an  overpayment,  Landlord  shall permit Tenant to credit the amount of
Tenant's  overpayment  against  subsequent  payments  of fixed  annual  rent and
additional  rent due from Tenant to Landlord under this Lease.  If the amount of
the overpayment  exceeds the amount of rent payments scheduled to come due under
this Lease, Landlord shall pay to Tenant the amount of such excess within ninety
(90) days after the  Escalation  Statement  is  rendered.  If there shall be any
increase  in Taxes for any Tax  Year,  whether  during  or after  such Tax Year,
Landlord  shall furnish a revised  Escalation  Statement for such Tax Year,  and
Tenant's  Tax Payment  for such Tax Year shall be adjusted  and paid in the same
manner as provided in the preceding sentence.  If during the term of this Lease,
Taxes are required to be paid (either to the appropriate  taxing  authorities or
as  tax  escrow  payments  to a  superior  mortgagee)  in  full  or in  monthly,
quarterly,  or other installments,  on any other date or dates than as presently
required,   then  at  Landlord's   option,   Tenant's  Tax  Payments   shall  be
correspondingly  accelerated  or revised so that said  Tenant's Tax Payments are
due at least  thirty (30) days prior to the date  payments are due to the taxing
authorities or the superior mortgagee. The benefit of any discount for any early
payment or  prepayment  of Taxes shall accrue  solely to the benefit of Landlord
and such discount shall not be subtracted from Taxes.

                      B. If the real  estate tax fiscal  year of The City of New
York shall be changed  during the term of this Lease,  any Taxes for such fiscal
year,  a part of which is included  within a  particular  Tax Year and a part of
which is not so  included,  shall be  apportioned  on the basis of the number of
days in such fiscal year included in the  particular Tax Year for the purpose of
making the computations under this Section 3.03.

                      C. If Landlord shall receive a refund of Taxes for any Tax
Year,  Landlord  shall permit Tenant to credit  against  subsequent  payments of
fixed  annual rent and  additional  rent due from Tenant to Landlord  under this
Lease Tenant's  Proportionate Share of the refund but not to exceed Tenant's Tax
Payment paid for such Tax Year.  If the amount of the credit due to Tenant under
this provision  exceeds the amount of rent payments  scheduled to come due under
this Lease, Landlord shall pay to Tenant the amount of such excess within ninety
(90) days after the date on which Landlord receives the refund.

<PAGE>

                      D. If the Base Tax is reduced as a result of a  certiorari
proceeding or otherwise  Landlord  shall adjust the amounts  previously  paid by
Tenant  pursuant to the provisions of this Section 3.03 and Tenant shall pay the
amount of said adjustment within thirty (30) days after demand setting forth the
amount of said adjustment.

               3.04 Tenant  shall pay to Landlord  upon  demand,  as  additional
rent,  any  occupancy  tax or rent tax now in effect or  hereafter  enacted,  if
payable by Landlord in the first  instance or  hereafter  required to be paid by
Landlord.

               3.05 Any such  adjustment  payable by reason of the provisions of
Section 3.02 shall  commence as of the first day of the relevant  Operating Year
and, after Landlord shall furnish Tenant with an Escalation  Statement  relating
to such  Operating  Year,  all  monthly  installments  of rental  shall  reflect
one-twelfth  (1/12)  of  the  annual  amount  of  such  adjustment  until  a new
adjustment  becomes  effective  pursuant to the  provisions  of this  Article 3,
provided,  however,  that if said  Escalation  Statement  is furnished to Tenant
after the  commencement of such Operating Year,  there shall be promptly paid by
Tenant to Landlord,  an amount equal to the portion of such adjustment allocable
to the part of such  Operating  Year which shall have elapsed prior to the first
day of the  calendar  month next  succeeding  the  calendar  month in which said
Escalation Statement is furnished to Tenant.

               3.06 In the event that the Commencement  Date shall be other than
the first day of a Tax Year or an Operating  Year or the date of the  expiration
or other  termination  of this Lease shall be a day other than the last day of a
Tax Year or an Operating  Year,  then, in such event, in applying the provisions
of this Article 3 with  respect to any Tax Year or Operating  Year in which such
event shall have occurred,  appropriate adjustments shall be made to reflect the
occurrence of such event on a basis  consistent  with the principles  underlying
the provisions of this Article 3 taking into  consideration  the portion of such
Tax Year or  Operating  Year which  shall  have  elapsed  after the term  hereof
commences in the case of the  Commencement  Date,  and prior to the date of such
expiration  or  termination  in  the  case  of  the  Expiration  Date  or  other
termination.

               3.07   Payments   shall  be  made  pursuant  to  this  Article  3
notwithstanding  the fact that an  Escalation  Statement  is furnished to Tenant
after the expiration of the term of this Lease;  provided that if Landlord shall
fail to furnish an  Escalation  Statement  with respect to any  Escalation  Year
within three (3) years  following the end of such year,  then Landlord  shall be
deemed  to  have  irrevocably  waived  its  right  to  furnish  such  Escalation
Statement.

<PAGE>

               3.08 In no event  shall the fixed  annual rent ever be reduced by
operation  of this  Article 3 and the rights and  obligations  of  Landlord  and
Tenant under the  provisions  of this  Article 3 with respect to any  additional
rent shall survive the termination of this Lease.

               3.09  Landlord's  failure to render an Escalation  Statement with
respect to any Tax Year or Operating  Year,  respectively,  shall not  prejudice
Landlord's  right to  thereafter  render an  Escalation  Statement  with respect
thereto or with respect to any subsequent Tax Year or Operating  Year.  Tenant's
obligation to pay  escalation  for any Tax or Operating  Year during the term of
this Lease shall  survive for three (3) years  after the  expiration  or earlier
termination of this Lease.

               3.10 Each  Escalation  Statement  shall be conclusive and binding
upon Tenant  unless  within  ninety (90) days after  receipt of such  Escalation
Statement  Tenant shall notify Landlord that it disputes the correctness of such
Escalation   Statement,   specifying  the  particular  respects  in  which  such
Escalation  Statement is claimed to be  incorrect.  Any dispute  relating to any
Escalation  Statement  not resolved  within ninety (90) days after the giving of
such notice by Tenant may be submitted to  arbitration  by either party pursuant
to Article 38 hereof.  Pending the  determination of such dispute,  Tenant shall
pay additional rent in accordance  with the Escalation  Statement that Tenant is
disputing,  without  prejudice  to Tenant's  position.  If the dispute  shall be
determined in Tenant's favor,  Landlord shall forthwith pay to Tenant the amount
of Tenant's  overpayment of rents  resulting  from  compliance  with  Landlord's
Escalation Statement.

                                    ARTICLE 4

                                   ELECTRICITY

               4.01 Tenant agrees that Landlord  shall  furnish  electricity  to
Tenant on a "submetering"  basis.  Landlord shall install any submeters required
in Landlord's  reasonable judgment in the demised premises at Tenant's sole cost
and expense.  Electricity and electric service,  as used herein,  shall mean any
element  affecting  the  generation,   transmission,   and/or   distribution  or
redistribution  of  electricity,  including,  but not limited to, services which
facilitate the distribution of service.

               4.02 Tenant  covenants  and agrees to purchase  electricity  from
Landlord or Landlord's designated agent at charges, terms and rates,  including,

<PAGE>

without limitation,  fuel adjustments and taxes, equal to those specified in the
Con Edison SC#4-I rate schedule  effective on the date Landlord  first  provides
electricity  to the demised  premises on a  submetering  basis (the  "effective"
date),  or any  successor  rate  schedule  or service  classification,  plus ten
percent (10%) for transmission line loss and other  redistribution  costs. Where
more than one meter measures the service of Tenant in the Building,  the service
rendered  through each meter shall be aggregated  and billed in accordance  with
the rates herein.  Bills  therefore  shall be rendered at such times as Landlord
may elect and the amount,  as computed from a meter,  shall be deemed to be, and
be paid as, Additional  Charges.  If any tax is imposed upon Landlord's  receipt
from the sale or resale of electrical  energy  service to Tenant by any Federal,
State or Municipal  authority,  Tenant covenants and agrees that where permitted
by law, Tenant's pro-rata share of such taxes shall be passed on to and included
in the amount of, and paid by, Tenant to Landlord.

               4.03 If all or part of the submetering additional rent payable in
accordance with this Article 4 becomes  uncollectible  or reduced or refunded by
virtue of any law, order or  regulation,  the parties agrees that, at Landlord's
option, in lieu of all submetering  Additional Charges,  and in consideration of
Tenant's use of the  Building's  electrical  distribution  system and receipt of
redistributed electricity and payment by Landlord of consultant's fees and other
redistribution costs, the fixed annual rent to be paid under this Lease shall be
increased  by an  "alternative  charge"  which shall be a sum equal to $3.00 per
year per  rentable  square  foot of the  demised  premises,  changed in the same
percentage  as any  increases  in the cost to Landlord for  electricity  for the
entire  Building  subsequent  to January 1, 2000  because  of  electric  rate or
service classification or market price changes.

               4.04  Unless  due to the  negligence  or  willful  misconduct  of
Landlord or its agents or employees,  Landlord  shall not be liable for any loss
or damage or expense which Tenant may sustain or incur if either the quantity or
character of electric  service is changed or is no longer  available or suitable
for  Tenant's  requirements.   Tenant  agrees  not  to  connect  any  additional
electrical  equipment to the Building electric  distribution  system, other than
lamps and small office machines and personal  computers which consume comparable
amounts of electricity,  without Landlord's prior written consent, which consent
shall not be  unreasonably  withheld.  Any  riser or  risers to supply  Tenant's
electrical  requirements,  upon written request of Tenant,  will be installed by
Landlord,  at the sole  cost and  expense  of  Tenant,  if, in  Landlord's  sole
judgment,  the same are necessary and will not cause permanent  damage or injury
to the Building or demised  premises or cause or create a dangerous or hazardous
condition or entail excessive or unreasonable  alterations,  repairs or expenses
or  otherwise  interfere

<PAGE>

with or  disturb  other  tenants or  occupants  of the  Building  except to a de
minimis  extent.  In  addition  to the  installation  of such  riser or  risers,
Landlord  will also at the sole cost and  expense of Tenant,  install  all other
equipment proper and necessary in connection  therewith subject to the aforesaid
terms and conditions.  The parties  acknowledge  that they understand that it is
anticipated  that electric  rates,  charges,  etc.,  may be changed by virtue of
time-of-day  rates or other  methods of billing,  electricity  purchases and the
redistribution  thereof,  and that the references in the foregoing paragraphs to
changes  in  methods of or rules on billing  are  intended  to include  any such
changes.  Anything hereinabove to the contrary  notwithstanding,  in no event is
the submetering  additional rent or any "alternative charge", to be less than an
amount equal to the total of Landlord's payment to public utilities and/or other
providers  for the  electricity  consumed by Tenant (and any taxes thereon or on
redistribution  of same) plus ten percent (10%) for  transmission  line loss and
other  redistribution  costs.  The Landlord  reserves the right to terminate the
furnishing of electricity  upon thirty (30) days' written  notice to Tenant,  in
which  event the Tenant may make  application  direction  to the public  utility
and/or other  providers  for the  Tenant's  entire  separate  supply of electric
current  and  Landlord  shall  permit  its wires  and  conduits,  to the  extent
available  and  safely  capable,  to be used for such  purpose,  but only to the
extent of Tenant's then authorized load. Any meters,  risers, or other equipment
or connections  necessary to furnish  electricity  on a submetering  basis or to
enable Tenant to obtain electric current directly from such utility and/or other
providers  shall be  installed  at Tenant's  sole cost and  expense.  Only rigid
conduit or electrical metal tubing (EMT) will be allowed. The Landlord, upon the
expiration  of the  aforesaid  thirty  (30) days'  written  notice to Tenant may
discontinue  furnishing  the  electric  current but this Lease  shall  otherwise
remain in full force and effect; provided, however, if Tenant shall be using due
diligence  to obtain a direct  supply of  electricity  from the  public  utility
company,  such thirty (30) day period  shall be extended  until  Tenant shall be
receiving such direct service.

               4.05  Landlord  shall  provide six (6) watts per rentable  square
foot connected load (exclusive of the air cooled packaged air conditioning units
serving the demised  premises) to a disconnect switch in the demised premises in
a location to be  designated  by Landlord on each floor  comprising  the demised
premises.  Tenant's use of electric energy in the demised  premises shall not at
any time exceed the capacity of any of the  electrical  conductors and equipment
in or  otherwise  serving  the  demised  premises.  In order to insure that such
capacity  is  not  exceeded  and to  avert  possible  adverse  effect  upon  the
Building's  distribution  of  electricity  via the Building's  electric  system,
Tenant shall not,  without  Landlord's  prior  consent in each  instance  (which
consent shall not be  unreasonably  withheld or delayed),  connect any fixtures,
appliances  or  equipment  (other than normal

<PAGE>

business  machines  and personal  computers,  which do not  materially  increase
Tenant's  electrical  consumption) to the Building's electric system or make any
alterations or additions to the electric system of the demised premises existing
on the Commencement  Date.  Landlord shall make electrical energy available at a
level  sufficient to  accommodate a connected load of six (6) watts per rentable
square foot of the demised premises;  provided,  however, such electrical energy
shall be terminated at a disconnect  switch within an electrical  closet located
within the demised premises and designated by Landlord. Landlord shall also make
electrical  energy available at a level sufficient to accommodate the air cooled
packaged air conditioning  units serving the demised premises to be installed by
Tenant in accordance with Article 50 below.

               4.06 At Landlord's option, Tenant shall purchase from Landlord or
Landlord's  agent all lighting  tubes,  lamps,  bulbs and  ballasts  used in the
demised  premises  and  Tenant  shall  pay  Landlord's  reasonable  charges  for
providing and installing same, on demand, as additional rent.

               4.07 In no event shall the fixed  annual rent under this Lease be
reduced  below the  amount set forth in  Section  1.01  hereof by virtue of this
Article 4.

                                    ARTICLE 5

                                       USE

               5.01  The  demised  premises  shall  be  used  solely  as and for
administrative  and executive  offices by Tenant and other  permitted  occupants
thereof (as hereinafter provided), and for no other purposes.

               5.02  Tenant  shall  not use or  permit  the  use of the  demised
premises  or any  part  thereof  in  any  way  which  would  violate  any of the
covenants, agreements, terms, provisions and conditions of this Lease or for any
unlawful  purposes or in any unlawful  manner or in violation of the Certificate
of  Occupancy  for the demised  premises or the  Building,  and Tenant shall not
suffer or permit  the  demised  premises  or any part  thereof to be used in any
manner or  anything to be done  therein or  anything to be brought  into or kept
therein which, in the reasonable  judgment of Landlord,  shall in any way impair
or tend to impair the  character,  reputation or appearance of the Building as a
high quality  office  building,  impair or  interfere  with or tend to impair or
interfere with any of the Building  services or the

<PAGE>

proper and economic  heating,  cleaning,  air conditioning or other servicing of
the Building or the demised  premises,  or impair or  interfere  with or tend to
impair or  interfere  with the use of any of the other areas of the Building by,
or occasion discomfort,  inconvenience or annoyance to, any of the other tenants
or occupants of the Building.  Tenant shall not install any  electrical or other
equipment of any kind which,  in the judgment of Landlord,  might cause any such
impairment, interference, discomfort, inconvenience or annoyance.

                                    ARTICLE 6

                          ALTERATIONS AND INSTALLATIONS

               6.01 Tenant shall make no alterations,  installations,  additions
or improvements in or to the demised premises  without  Landlord's prior written
consent and then only by  contractors  or mechanics  first approved by Landlord.
All such work, alterations,  installations,  additions and improvements shall be
done at Tenant's  sole  expense and at such times and in such manner as Landlord
may from time to time reasonably designate. Upon completion of such work, Tenant
shall  obtain  and  deliver  to  Landlord  written,   unconditional  waivers  of
mechanic's or other liens on the real property in which the demised premises are
located,  signed  by  all  architects,  engineers,  contractors,  mechanics  and
designers to become  involved in such work. In connection  with any  alterations
costing in excess of $100,000  (excluding  Tenant's  Work and  Tenant's  initial
build-out of the Added Space, as hereinafter defined,  provided Tenant shall use
bondable  contractors and  subcontractors  in connection with the performance of
same),  Tenant shall also provide at Landlord's  request such financial security
as Landlord  shall require to guarantee  completion of work  performed by Tenant
pursuant to this Article 6 and payment of all contractors and suppliers utilized
in connection therewith.

               Any installations,  materials and work which may be undertaken by
or for the account of Tenant to prepare, equip, decorate and furnish the demised
premises  for  Tenant's  occupancy  and any future work in the demised  premises
shall be  effected  solely in  accordance  with plans and  specifications  first
approved in writing by Landlord.  Tenant shall reimburse  Landlord promptly upon
demand for any reasonable  out-of-pocket costs and expenses actually incurred by
Landlord  in  connection  with  Landlord's  review  of such  Tenant's  plans and
specifications.  Landlord will not unreasonably withhold or delay its consent to
requests for nonstructural alterations, additions and improvements provided they
will not affect the  outside of the  Building  or any area  outside  the demised
premises  (other than  mechanical  systems) or adversely  affect its  structure,
electrical, HVAC, plumbing

<PAGE>

or mechanical systems.

               Any such approved alterations and improvements shall be performed
in accordance with the foregoing and the following provisions of this Article 6:

                      (i)    All work shall be done in a good and workmanlike
                             manner.

                      (ii)   In the event Tenant shall employ any  contractor to
                             do in the demised  premises  any work  permitted by
                             this Lease,  such contractor and any  subcontractor
                             shall  agree to employ  only such labor as will not
                             result in  jurisdictional  disputes  or  strikes or
                             result in causing  disharmony  with  other  workers
                             employed at the Building.

                      (iii)  All  such   alterations   shall  be   effected   in
                             compliance  with all applicable  laws,  ordinances,
                             rules and regulations of governmental bodies having
                             or asserting  jurisdiction in the demised  premises
                             and  in  accordance  with   Landlord's   Rules  and
                             Regulations with respect to alterations,  a copy of
                             which is  annexed  hereto  as  Exhibit D and made a
                             part hereof.

                      (iv)   Tenant  shall  keep the  Building  and the  demised
                             premises  free and  clear of all liens for any work
                             or  material  claimed  to have  been  furnished  to
                             Tenant  or to  the  demised  premises  on  Tenant's
                             behalf,  and all  work to be  performed  by  Tenant
                             shall   be  done  in  a  manner   which   will  not
                             unreasonably   interfere   with  or  disturb  other
                             tenants or occupants of the Building.

                      (v)    During  the  progress  of the  work  to be  done by
                             Tenant, said work shall be subject to inspection by
                             representatives  of Landlord who shall be permitted
                             access to the demised  premises and the opportunity
                             to  inspect,  at all  reasonable  times,  but  this
                             provision  shall not in any way  whatsoever  create
                             any  obligation  on  Landlord  to  conduct  such an
                             inspection.  In  conducting  any  such  inspection,
                             Landlord shall use  reasonable  efforts to minimize
                             any   interference   with  Tenant's   construction,
                             without any  obligation,  however,  to conduct such

<PAGE>

                             inspections during non-business hours.

                      (vi)   With respect to  alteration  or  improvement  work,
                             other  than  Tenant's  Work  and  Tenant's  initial
                             build-out of the Added Space, costing more than Ten
                             Thousand Dollars ($10,000), Tenant agrees to pay to
                             Landlord's  managing  agent,  as  additional  rent,
                             promptly upon being billed therefor, a sum equal to
                             ten  percent  (10%)  of the  cost of  such  work or
                             alteration  and with  respect to Tenant's  Work and
                             Tenant's  initial  build-out of the Added Space,  a
                             sum  equal  to  three  percent  (3%)  of  the  cost
                             thereof,   for  Landlord's  indirect  costs,  field
                             supervision  and  coordination  in connection  with
                             such work.

                      (vii)  Prior to  commencement  of any work,  Tenant  shall
                             furnish to  Landlord  certificates  evidencing  the
                             existence of:

                             (1)    workmen's  compensation  insurance  covering
                                    all persons employed for such work; and

                             (2)    reasonable  comprehensive  general liability
                                    and   property   damage   insurance   naming
                                    Landlord,   its   designees  and  Tenant  as
                                    insureds,  with  coverage  of at least Three
                                    Million Dollars ($3,000,000) single limit.

                      (viii) Before  commencing  any work  costing  in excess of
                             $100,000  (excluding  Tenant's  Work  and  Tenant's
                             initial  build-out  of the  Added  Space,  provided
                             Tenant   shall   use   bondable   contractors   and
                             subcontractors  in  connection  with  same)  Tenant
                             shall  furnish to  Landlord  such bonds for payment
                             and   completion   or  such  other   security   for
                             completion thereof and payment therefor as Landlord
                             shall  reasonably  require  and in such  form as is
                             reasonably  satisfactory  to  Landlord  and  in  an
                             amount  which will be one  hundred  twenty  percent
                             (120%)  of the cost of  performing  such  work,  as
                             specified  by Tenant's  general  contractor  in its
                             contract for the performance of such work.

                      (ix)   Any work  affecting any  mechanical  systems of the

<PAGE>

                             Building,   including,   without  limitation,   the
                             electrical, plumbing and life safety systems, shall
                             be  performed  at Tenant's  expense by a contractor
                             designated  by  Landlord,  provided  the charges of
                             such contractors shall be commercially reasonable.

Notice is  hereby  given  that  Landlord  shall  not be liable  for any labor or
materials  furnished  or to be  furnished  to Tenant  upon  credit,  and that no
mechanic's  or other lien for any such  labor or  materials  shall  attach to or
affect the  reversion  or other  estate or  interest  of  Landlord in and to the
demised premises.

               6.02 Any mechanic's  lien,  filed against the demised premises or
the Building  for work  claimed to have been done for, or  materials  claimed to
have been  furnished  to,  Tenant shall be  discharged  by Tenant at its expense
within  thirty  (30) days  after such  filing,  by  payment,  filing of the bond
required by law or otherwise.

               6.03 All alterations,  installations,  additions and improvements
made and installed by Landlord,  including without  limitation any work referred
to in Article 2 hereof  shall be the  property of Landlord and shall remain upon
and be surrendered with the demised premises as a part thereof at the end of the
term of this Lease.

               6.04 All alterations,  installations,  additions and improvements
made and  installed by Tenant,  or at Tenant's  expense,  upon or in the demised
premises  which are of a permanent  nature and which  cannot be removed  without
damage to the demised  premises or Building  shall become and be the property of
Landlord,  and shall remain upon and be surrendered with the demised premises as
a part thereof at the end of the term of this Lease,  except that Landlord shall
have the  right  and  privilege  at any time up to six (6)  months  prior to the
expiration  of the term of this  Lease  to serve  notice  upon  Tenant  that any
"Non-Standard  Alterations" (as hereinafter  defined in this Section 7.05) shall
be removed and, in the event of service of such notice, Tenant will, at Tenant's
own cost and expense,  remove the same in accordance  with such request,  repair
any damage to the  demised  premises  caused by such  removal  and  restore  the
demised  premises  to  their  original  condition,  ordinary  wear  and tear and
casualty excepted;  provided that Landlord shall have advised Tenant at the time
it consented to any such  Non-Standard  Alteration that Landlord may require its
removal at the end of the Term if Tenant shall have  requested  such advice when
it requested  Landlord's  consent to such  Alteration.  For the purposes of this
Article  6,  "Non-Standard  Alteration"  shall mean the  following  non-standard
Building  improvements:  auditoriums or similar type special use areas,  vaults,
atriums,   kitchen  equipment  and  installations,   internal

<PAGE>

stairways,  slab reinforcements  which reduce the height of the finished ceiling
from the floor (assuming a customary  distance  between the finished ceiling and
the underside of the floor slab above) or impede the  installation  of duct work
and  other  normal  installations  above  the  finished  ceiling,  and any other
Alteration  which is not suitable for normal office  occupancy or which would be
unusually  difficult or costly to remove in comparison to the usual  Alterations
required for general office purposes.

               6.05  Where  furnished  by  or  at  the  expense  of  Tenant  all
furniture, furnishings and trade fixtures, including without limitation, murals,
business machines and equipment,  counters,  screens, cages, movable partitions,
metal railings, movable closets, and any other movable property shall remain the
property of Tenant  which may, at its option,  remove all or any part thereof at
any time prior to the expiration of the term of this Lease. In case Tenant shall
decide not to remove any part of such property,  Tenant shall notify Landlord in
writing not less than three (3) months  prior to the  expiration  of the term of
this Lease, specifying the items of property which it has decided not to remove.
If,  within  thirty (30) days after the service of such notice,  Landlord  shall
request Tenant to remove any of the said property, Tenant shall, at its expense,
remove the same and at Landlord's option either repair any damage caused by such
removal or restore the affected  portion of the demised premises to its original
condition. As to such property which Landlord does not request Tenant to remove,
the same shall be, if left by Tenant,  deemed  abandoned by Tenant and thereupon
the same shall become the property of Landlord.

If any  alterations,  installations,  additions,  improvements or other property
which  Tenant  shall have the right to remove or be  requested  by  Landlord  to
remove as provided in Sections 6.04 and 6.05 hereof (herein in this Section 6.06
called the "property") are not removed on or prior to the expiration of the term
of this  Lease,  Landlord  shall  have the right to remove the  property  and to
dispose of the same  without  accountability  to Tenant and at the sole cost and
expense of Tenant. In case of any damage to the demised premises or the Building
resulting  from the removal of the property  Tenant shall repair such damage or,
in default  thereof,  shall reimburse  Landlord for Landlord's cost in repairing
such damage. This obligation shall survive any termination of this Lease.

               6.06  Tenant  shall have the right to install,  and Tenant  shall
maintain  throughout the term of this lease,  at Tenant's sole cost and expense,
signage on the entrance  door to the demised  premises on any floor in which the
demised  premises is located (full or partial) and in the elevator  lobby of any
full floor upon which the demised  premises are located.  Any such signage shall
be of a Building

<PAGE>

standard  size  and  material,   subject  to  Landlord's  consent,   not  to  be
unreasonably  withheld,  and otherwise in compliance  with all applicable  laws,
rules and regulations.

               6.07  Tenant   shall  keep   records  of  Tenant's   alterations,
installations,  additions  and  improvements  costing in excess of Ten  Thousand
Dollars  ($10,000),  and of the cost thereof.  Tenant shall,  within thirty (30)
days after  demand by Landlord,  furnish to Landlord  copies of such records and
cost if Landlord shall require same in connection  with any proceeding to reduce
the assessed  valuation of the Building,  or in connection  with any  proceeding
instituted pursuant to Article 16 hereof.

                                    ARTICLE 7

                                     REPAIRS

               7.01 Tenant shall take good care of the demised  premises and the
fixtures,  equipment and  appurtenances  therein and shall, at its sole cost and
expense,  make such repairs to the demised premises and the fixtures,  equipment
and  appurtenances  therein  as are  necessitated  by  the  (i)  act,  omission,
occupancy or negligence of Tenant or Tenant's employees, contractors,  invitees,
licensees or other occupants of the demised  premises or (ii) use of the demised
premises  in a manner  contrary  to the  purposes  for which  same are leased to
Tenant, as and when needed to preserve them in good working order and condition.
Notwithstanding the foregoing,  all damage or injury to the Building,  or to its
fixtures,   equipment  and  appurtenances,   whether  requiring   structural  or
non-structural repairs, caused by or resulting from the act, omission, occupancy
or negligence of Tenant or Tenant's employees, contractors,  invitees, licensees
or other occupants of the demised premises, shall be repaired promptly by Tenant
(or by Landlord,  if a structural  repair),  at Tenant's  sole cost and expense.
Except as otherwise provided in Section 9.05 hereof, all damage or injury to the
demised  premises and to its  fixtures,  appurtenances  and  equipment or to the
Building or to its fixtures, appurtenances and equipment caused by Tenant moving
property into or out of the Building or by installation or removal of furniture,
fixtures or other property, shall be repaired,  restored or replaced promptly by
Tenant  at  its  sole  cost  and  expense,   which  repairs,   restorations  and
replacements  shall  be in  quality  and  class  equal to the  original  work or
installations.  If  Tenant  fails  to  commence  such  repairs,  restoration  or
replacements  within ten (10) days after demand from Landlord (or if, after such
commencement,  Tenant fails to complete  such repairs with due  diligence),  the
same may be made by Landlord at the expense of Tenant

<PAGE>

and such expense shall be  collectible  as additional  rent and shall be paid by
Tenant  within  fifteen  (15)  days  after  rendition  of a bill  therefor.  The
provisions  of this Section 7.01 shall be subject to the  provisions  of Section
9.08.

               The exterior  walls of the  Building,  the portions of any window
sills outside the windows, the windows, the fire stairs, utility closets and any
shafts passing  through the floor on which the demised  premises are located are
not part of the premises demised by this Lease, and Landlord reserves all rights
to such parts of the Building.

               7.02 Tenant  shall not place a load upon any floor of the demised
premises  exceeding  the floor  load per  square  foot area which such floor was
designed to carry and which is allowed by law.

               7.03 Business  machines and  mechanical  equipment used by Tenant
which  cause  vibration,  noise,  cold or heat  that may be  transmitted  to the
Building  structure or to any leased space to such a degree as to be  reasonably
objectionable to Landlord or to any other tenant in the Building shall be placed
and  maintained  by Tenant at its expense in settings of cork,  rubber or spring
type  vibration  eliminators  sufficient to absorb and prevent such vibration or
noise,  or  prevent  transmission  of such  cold or  heat.  The  parties  hereto
recognize  that  the  operation  of  elevators,  air  conditioning  and  heating
equipment  will  cause  some  vibration,  noise,  heat  or  cold  which  may  be
transmitted  to other  parts  of the  Building  and  demised  premises.  Neither
Landlord  nor Tenant  shall be under any  obligation  to endeavor to reduce such
vibration, noise, heat or cold.

               7.04  Except as  otherwise  specifically  provided in this Lease,
there shall be no allowance  to Tenant for a  diminution  of rental value and no
liability  on the part of  Landlord  by reason of  inconvenience,  annoyance  or
injury  to  business  arising  from  the  making  of any  repairs,  alterations,
additions  or  improvements  in or to any portion of the Building or the demised
premises or in or to fixtures, appurtenances or equipment thereof. In connection
with such repairs,  alterations,  additions or improvements,  Landlord shall use
reasonable  efforts to minimize any interference  with Tenant's  construction or
the  conduct  of  Tenant's  business  in  the  demised  premises,   without  any
obligation, however, to employ labor at overtime or other premium pay rates.

               7.05  Landlord,  at its  expense,  shall  keep and  maintain  the
Building and its systems and facilities  serving the demised  premises,  in good
working order,  condition and repair and shall make all repairs,  structural and
otherwise,  interior  and  exterior,  as and when needed in or about the demised
premises,  except for

<PAGE>

those repairs for which Tenant is responsible  pursuant to any other  provisions
of this Lease.

                                    ARTICLE 8

                               REQUIREMENTS OF LAW

               8.01 Tenant, at Tenant's sole cost and expense, shall comply with
all laws,  orders and  regulations  of  federal,  state,  county  and  municipal
authorities,  and with any direction of any public officer or officers, pursuant
to law, which shall impose any violation,  order or duty upon Landlord or Tenant
with  respect  to the  demised  premises,  or the  use  or  occupation  thereof.
Notwithstanding  the  foregoing,  Tenant  shall  not be  required  to  make  any
structural  alterations  in the demised  premises or changes or additions to any
Building  systems to comply with laws unless the  necessity for same shall arise
from Tenant's particular manner of use of the demised premises or the particular
manner of operation  of its  installations,  equipment or other  property in the
demised premises, any cause or condition created by or at the instance of Tenant
or any breach of Tenant's obligations hereunder.

               8.02  Notwithstanding  the  provisions  of Section  8.01  hereof,
Tenant, at its own cost and expense, may contest, in any manner permitted by law
(including  appeals to a court, or governmental  department or authority  having
jurisdiction in the matter), the validity or the enforcement of any governmental
act, regulation or directive with which Tenant is required to comply pursuant to
this Lease, and may defer compliance therewith provided that:

                      (a)    such non-compliance shall not subject Landlord to
criminal prosecution or subject the Land and/or Building to lien or sale;

                      (b) such  non-compliance  shall not be in violation of any
fee mortgage, or of any ground or underlying lease or any mortgage thereon;

                      (c) Tenant  shall first  deliver to Landlord a surety bond
issued by a surety  company  of  recognized  responsibility,  or other  security
satisfactory to Landlord,  indemnifying and protecting Landlord against any loss
or injury by reason of such non-compliance; and

                      (d) Tenant shall  promptly and  diligently  prosecute such
contest.

<PAGE>

               Landlord,  without  expense or liability  to it, shall  cooperate
with Tenant and execute any  documents or pleadings  required for such  purpose,
provided that Landlord shall reasonably be satisfied that the facts set forth in
any such documents or pleadings are accurate.

                                    ARTICLE 9

                    INSURANCE, LOSS, REIMBURSEMENT, LIABILITY

               9.01 Tenant shall not cause,  do, or permit to be done any act or
thing upon the demised  premises,  which will  invalidate or be in conflict with
New York standard fire insurance  policies  covering the Building,  and fixtures
and  property  therein,  or which  would  increase  the  rate of fire  insurance
applicable to the Building to an amount  higher than it otherwise  would be; and
Tenant shall  neither do nor permit to be done any act or thing upon the demised
premises  which shall subject  Landlord to any liability or  responsibility  for
injury to any person or  persons or to  property  by reason of any  business  or
operation  being  carried on within the  demised  premises;  but nothing in this
Section 9.01 shall prevent Tenant's use of the demised premises for the purposes
stated in Article 5 hereof.

               9.02  If,  as a  result  of any  act or  omission  by  Tenant  or
violation of this Lease,  the rate of fire insurance  applicable to the Building
shall be increased to an amount higher than it otherwise  would be, Tenant shall
reimburse  Landlord for all increases of Landlord's  fire insurance  premiums so
caused;  such  reimbursement to be additional rent payable upon the first day of
the month  following  Landlord's  giving of a notice to Tenant setting forth any
outlay by Landlord for such increased fire insurance premiums.  In any action or
proceeding  wherein Landlord and Tenant are parties,  a schedule or "make-up" of
rates for the  Building  or  demised  premises  issued by the body  making  fire
insurance rates for the demised premises,  shall be presumptive  evidence of the
facts therein  stated and of the several items and charges in the fire insurance
rate then applicable to the demised premises.

               9.03 Landlord or its agents shall not be liable for any injury or
damage to persons or property resulting from fire,  explosion,  falling plaster,
steam,  gas,  electricity,  water,  rain or snow or  leaks  from any part of the
Building,  or from the pipes,  appliances  or  plumbing  works or from the roof,
street or  subsurface  or from any other  place or by  dampness  or by any other
cause of whatsoever  nature,  unless any of the foregoing  shall be caused by or
due to the negligence of Landlord, its agents, servants or employees.

<PAGE>

               9.04  Landlord  or its agents  shall not be liable for any damage
which Tenant may sustain,  if at any time any window of the demised  premises is
broken,  or temporarily or permanently  (restricted to windows on a lot line, if
permanently)  closed,  darkened or bricked up for any reason whatsoever,  except
only Landlord's arbitrary acts if the result is permanent,  and Tenant shall not
be entitled to any compensation  therefor or abatement of rent or to any release
from any of Tenant's obligations under this Lease, nor shall the same constitute
an eviction.

               9.05 Tenant shall reimburse Landlord for all expenses, damages or
fines  incurred or suffered by Landlord,  by reason of any breach,  violation or
non-performance by Tenant, or its agents, servants or employees, of any covenant
or provision of this Lease, or by reason of damage to persons or property caused
by  moving  property  of or for  Tenant  in or out  of the  Building,  or by the
installation  or removal of furniture or other  property of or for Tenant except
as provided in Section 6.05 of this Lease, or by reason of or arising out of the
carelessness,  negligence or improper conduct of Tenant, or its agents, servants
or employees,  in the use or occupancy of the demised  premises.  Subject to the
provisions  of Section  8.02  hereof,  where  applicable,  Tenant shall have the
right,  at Tenant's own cost and expense,  to  participate in the defense of any
action  or  proceeding  brought  against  Landlord,   and  in  negotiations  for
settlement  thereof if, pursuant to this Section 9.05, Tenant would be obligated
to reimburse  Landlord for  expenses,  damages or fines  incurred or suffered by
Landlord.

               9.06  Tenant  shall  give  Landlord  notice  in  case  of fire or
accidents in the demised premises promptly after Tenant is aware of such event.

               9.07  Tenant  agrees to look  solely  to  Landlord's  estate  and
interest  in the Land and  Building,  or any ground or  underlying  lease of the
Building,  or of the  Land  and  Building,  and the  demised  premises,  for the
satisfaction  of any right or remedy of Tenant for the  collection of a judgment
(or other judicial process)  requiring the payment of money by Landlord,  in the
event of any liability by Landlord,  and no other property or assets of Landlord
(or the partners or members  thereof if Landlord is other than an  individual or
corporation)  shall  be  subject  to  levy,  execution,   attachment,  or  other
enforcement  procedure for the  satisfaction of Tenant's  remedies under or with
respect to this Lease,  the  relationship of Landlord and Tenant  hereunder,  or
Tenant's use and occupancy of the demised  premises,  or any other  liability of
Landlord to Tenant.

               9.08  (a)  Landlord  agrees  that it  will  include  in its  fire
insurance policies appropriate clauses pursuant to which the insurance companies
(i) waive all

<PAGE>

right of  subrogation  against  Tenant with respect to losses payable under such
policies  and/or (ii) agree that such policies shall not be  invalidated  should
the  insured  waive in  writing  prior to a loss  any or all  right of  recovery
against any party for losses covered by such policies. But should any additional
premiums be exacted for any such clause or clauses,  Landlord  shall be released
from the  obligation  hereby  imposed  unless  Tenant shall pay such  additional
premium.

                      (b) Tenant agrees to include in its fire insurance  policy
or policies on its furniture, furnishings, fixtures and other property removable
by Tenant under the  provisions of this Lease  appropriate  clauses  pursuant to
which the  insurance  company or  companies  (i) waive the right of  subrogation
against  Landlord and any tenant of space in the Building with respect to losses
payable  under such  policy or  policies  and/or  (ii) agree that such policy or
policies shall not be invalidated should the insured waive in writing prior to a
loss any or all right of recovery  against any party for losses  covered by such
policy or policies.  But should any  additional  premium be exacted for any such
clause or clauses,  Tenant shall be released from the obligation  hereby imposed
unless Landlord or the other tenants shall pay such additional premium.

                      (c) Provided that Landlord's  right of full recovery under
its  policy or  policies  aforesaid  is not  adversely  affected  or  prejudiced
thereby,  Landlord  hereby  waives any and all right of recovery  which it might
otherwise have against Tenant, its servants,  agents and employees,  for loss or
damage occurring to the Building and the fixtures,  appurtenances  and equipment
therein,   to  the  extent  the  same  is  covered  by   Landlord's   insurance,
notwithstanding that such loss or damage may result from the negligence or fault
of Tenant,  its servants,  agents or employees.  Provided that Tenant's right of
full recovery under its aforesaid  policy or policies is not adversely  affected
or prejudiced thereby,  Tenant hereby waives any and all right of recovery which
it might otherwise have against  Landlord,  its servants,  agents and employees,
and against every other tenant in the Building who shall have executed a similar
waiver as set forth in this  Section  9.08(c)  for loss or damage  to,  Tenant's
furniture,  furnishings,  fixtures and other property  removable by Tenant under
the provisions hereof to the extent that same is covered by Tenant's  insurance,
notwithstanding that such loss or damage may result from the negligence or fault
of Landlord,  its servants,  agents or  employees,  or such other tenant and the
servants, agents or employees thereof.

                      (d) Landlord  and Tenant  hereby agree to advise the other
promptly if the clauses to be included in their  respective  insurance  policies
pursuant to  subdivisions  9.08 (a) and (b) hereof cannot be obtained.  Landlord
and Tenant hereby also agree to notify the other promptly of any cancellation or
change of the

<PAGE>

terms of any such policy which would affect such clauses.

               9.09  Tenant  covenants  and  agrees to  provide on or before the
Commencement Date and to keep in force during the term hereof for the benefit of
Landlord and Tenant the  following  insurance  policy  naming  Landlord  and, if
Landlord  gives Tenant the names thereof,  Landlord's  managing  agent,  lessors
under superior leases and the holders of any mortgages affecting the Land and/or
Building as additional  insureds.  Tenant  covenants to provide on or before the
commencement of the term of this Lease:

LIABILITY  INSURANCE:  Tenant shall  procure and at all times during the term of
this Lease shall maintain policies of commercial  general and umbrella liability
insurance  covering the demised  premises on an  occurrence  basis and shall not
contain any  deductibles  (other  than in  commercially  reasonable  amounts) or
self-insured  retentions.  The policy  shall  provide  that general and specific
aggregates are per location covered and shall further provide minimum limits, as
follows:

         COMMERCIAL GENERAL LIABILITY:

         $1,000,000 per occurrence; combined single limit bodily injury and
         property damage

         $5,000 medical payments coverage

         $50,000 fire legal liability coverage

         $2,000,000 general aggregate

         $1,000,000 per occurrence
         $2,000,000 annual aggregate; personal injury coverage

         $1,000,000 per occurrence
         $2,000,000 annual aggregate; products/completed operations
         coverage

         UMBRELLA LIABILITY:

         $10,000,000 per occurrence

         $10,000,000 general and specific aggregates

<PAGE>

Policy shall cover excess of general and automobile  liability and shall include
said policies as underlying  and  provisions of the umbrella  shall apply in the
same manner as the primary policies.

WORKERS' COMPENSATION

Tenant  shall  procure  and at all times  during  the term of this  Lease  shall
maintain a policy of statutory worker's compensation insurance covering Tenant's
employees with unlimited employer's liability coverage.

UMBRELLA LIABILITY

Umbrella  liability  shall cover in the same  manner as the  primary  commercial
general  liability  policy above and shall contain no  additional  exclusions or
limitations than those of the general liability policy.

PROPERTY INSURANCE

Tenant  shall  procure  and at all times  during  the term of this  Lease  shall
maintain a policy of all risk property  insurance in an amount adequate to cover
the cost of replacement  of all Tenant's  decorations,  improvements,  fixtures,
furniture,  stock and other  contents;  time element  coverage  including  extra
expense  to cover  Tenant's  loss as a  result  of a loss  sustained  by a peril
covered under the policy.

GENERAL

Commercial  general  liability and any umbrella policy will provide coverage for
and on behalf of the Landlord and its  designees  pursuant to the  provisions of
this Lease as  additional  insured and will  reflect that thirty (30) days prior
written  notice of  cancellation,  modification  or  non-renewal  be provided to
Landlord at the address so designated by Landlord.

Policy will provide that Tenant pays all premium  under the policy.  Landlord or
its agents  shall not be  responsible  for the payment of any  premiums for such
insurance.

Tenant will provide a certificate  of insurances to Landlord  prior to occupancy
of the  demised  premises  and a minimum of twenty (20) days in advance for each
renewal or replacement of such  insurance.  If the policy contains more than one
location,   Tenant  may  provide  a  certificate  of  insurance  reflecting  and
confirming  that the  insurance  is provided in  accordance  with the  insurance
provisions  of  this  Lease  and  shall  also  include  thereon  a  copy  of all
endorsements specifically applicable to

<PAGE>

Landlord and the demised premises.

The minimum limits of insurance coverage required by the insurance provisions of
this Lease shall be subject to increase by Landlord from time to time, after the
commencement  of the  third  (3rd)  anniversary  of  the  Commencement  Date  if
Landlord, in its reasonable judgment, shall deem the same necessary for adequate
protection.  Within  thirty  (30) days of demand  for such  increased  coverage,
Tenant shall deliver to Landlord evidence of such increased coverage in the form
of an endorsement or replacement  insurance policy or certificate and in keeping
with all other insurance  provisions  contained herein. In the event of Tenant's
failure to procure or maintain the  coverages  required  hereunder in accordance
with  the  insurance  provisions  contained  herein,  Landlord  may,  but is not
obligated  to,  procure  said  insurance at the cost and expense of Tenant to be
deemed  additional  rent  hereunder,  payable on demand.  The minimum  limits of
insurance  coverage required by the insurance  provisions of this Lease shall in
no way limit or diminish Tenant's liability.

Insurance  companies  must  be  satisfactory  to  Landlord  as to an  acceptable
Standard & Poor's or A.M. Best Rating with a minimum A. M. Best Rating of A - X.

In the event of Tenant's  failure to procure or maintain the coverages  required
hereunder in accordance with the insurance provisions contained herein, Landlord
may, but is not obligated to,  procure said insurance at the cost and expense of
Tenant to be deemed additional rent hereunder, payable on demand.

Tenant's failure to provide and keep in force the aforementioned insurance shall
be regarded as a material default hereunder  entitling  Landlord to exercise any
or all of the remedies  provided in this Lease in the event of Tenant's  default
and continued failure after notice and the expiration of two (2) Business Days.

                                   ARTICLE 10

                          DAMAGE BY FIRE OR OTHER CAUSE

               10.01 If the Building or the demised  premises shall be partially
or totally damaged or destroyed by fire or other cause,  then whether or not the
damage or  destruction  shall have resulted from the fault or neglect of Tenant,
or its  employees,  agents or  visitors  (and if this Lease  shall not have been
terminated as in this Article 10  hereinafter  provided),  Landlord shall repair
the damage and restore and rebuild the Building and/or the demised premises,  at
its expense (without

<PAGE>

limiting the rights of Landlord under any other provisions of this Lease),  with
reasonable  dispatch after notice to it of the damage or destruction;  provided,
however,  that  Landlord  shall not be  required  to repair  or  replace  any of
Tenant's property.

               10.02 If the Building or the demised  premises shall be partially
damaged  or  partially  destroyed  by fire or other  cause,  the  rents  payable
hereunder  shall be abated to the extent  that the demised  premises  shall have
been  rendered  untenantable  for the  period  from the date of such  damage  or
destruction to the date the damage shall be repaired or restored. If the demised
premises  or a major part  thereof  shall be totally  (which  shall be deemed to
include  substantially  totally)  damaged or  destroyed  or rendered  completely
(which  shall be deemed to include  substantially  completely)  untenantable  on
account  of fire or other  cause,  the rents  shall  abate as of the date of the
damage or destruction  and until Landlord shall repair,  restore and rebuild the
Building and the demised  premises  substantially  to its condition  immediately
prior to the fire or other  casualty,  provided,  however,  that  should  Tenant
reoccupy a portion of the demised  premises to conduct  its  business  therefrom
during  the period the  restoration  work is taking  place and prior to the date
that the same are made  completely  tenantable,  rents allocable to such portion
shall be payable by Tenant from the date of such occupancy.

               10.03 If the  Building or the demised  premises  shall be totally
damaged or  destroyed by fire or other  cause,  or if the  Building  shall be so
damaged or destroyed by fire or other cause (whether or not the demised premises
are damaged or destroyed) as to require a reasonably  estimated  expenditure  of
more  than  forty  percent  (40%) of the full  insurable  value of the  Building
immediately  prior to the  casualty,  then in  either  such  case  Landlord  may
terminate  this Lease by giving  Tenant notice to such effect within ninety (90)
days  after  the date of the  fire or  other  cause.  In case of any  damage  or
destruction  mentioned in this Article 10,  Tenant may  terminate  this Lease by
notice to  Landlord,  if Landlord has not  completed  the making of the required
repairs and restored and rebuilt the  Building and the demised  premises  within
twelve (12) months from the date of such damage or  destruction,  or within such
period  after  such date  (not  exceeding  six (6)  months)  as shall  equal the
aggregate  period  Landlord may have been delayed in doing so by  adjustment  of
insurance, labor trouble,  governmental controls, act of God, or any other cause
beyond Landlord's reasonable control.

               10.04 No  damages,  compensation  or claim  shall be  payable  by
Landlord  for  inconvenience,  loss of business or  annoyance  arising  from any
repair or restoration of any portion of the demised  premises or of the Building
pursuant to this Article 10.

<PAGE>

               10.05  Notwithstanding  any of the  foregoing  provisions of this
Article 10, if Landlord or the lessor of any superior lease or the holder of any
superior  mortgage  shall be unable to  collect  all of the  insurance  proceeds
(including rent insurance  proceeds)  applicable to damage or destruction of the
demised  premises  or the  Building  by fire or other  cause,  by reason of some
action or  inaction  on the part of Tenant  or any of its  employees,  agents or
contractors,  then,  without  prejudice  to  any  other  remedies  which  may be
available against Tenant, there shall be no abatement of Tenant's rents, but the
total amount of such rents not abated (which would  otherwise  have been abated)
shall not exceed the amount of uncollected insurance proceeds.

               10.06 Landlord will not carry  separate  insurance of any kind on
Tenant's property,  and, except as provided by law or by reason of its breach of
any of its  obligations  hereunder,  shall not be obligated to repair any damage
thereto or  replace  the same.  Tenant  shall  maintain  insurance  on  Tenant's
property,  and Landlord  shall not be obligated to repair any damage  thereto or
replace the same.

               10.07  Landlord and Tenant shall each 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.

               10.08 The  provisions  of this Article 10 shall be  considered an
express  agreement  governing any cause of damage or  destruction of the demised
premises by fire or other casualty,  and Section 227 of the Real Property Law of
the State of New York,  providing  for such a  contingency  in the absence of an
express agreement,  and any other law of like import, now or hereafter in force,
shall have no application in such case.

               10.09  If  during  the  final  two (2)  years of this  Lease  the
Building or the demised premises shall be damaged or destroyed to the extent set
forth in Section  10.03,  either  party shall have the right to  terminate  this
Lease upon  written  notice to the other  party  given  within  thirty (30) days
following  such casualty in accordance  with the notice  requirements  set forth
herein.

                                   ARTICLE 11

                    ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.

               11.01  Tenant  shall not (a) assign or  otherwise  transfer this

<PAGE>

Lease or the term and estate hereby granted,  (b) sublet the demised premises or
any part  thereof  or allow  the same to be used or  occupied  by  others  or in
violation of Article 5 hereof or (c) mortgage,  pledge or encumber this Lease or
the demised  premises or any part thereof in any manner or permit any lien to be
filed against this Lease,  the demised premises or the Building by reason of any
act or  omission on the part of Tenant or enter into any  agreement  which would
permit the filing of a lien by any broker without,  in each instance,  obtaining
the prior consent of Landlord,  except as otherwise  expressly  provided in this
Article 11. For  purposes of this  Article 11, (i) the transfer of a majority of
the  issued and  outstanding  capital  stock of any  corporate  tenant,  or of a
corporate subtenant,  or the transfer of a majority of the total interest in any
partnership  tenant or  subtenant,  however  accomplished,  whether  in a single
transaction or in a series of related or unrelated transactions, shall be deemed
an assignment  of this Lease,  or of such  sublease,  as the case may be, except
that the  transfer  of any of the  outstanding  capital  stock of any  corporate
tenant,  or  subtenant,  shall be deemed not to include  the sale  (including  a
public   offering)   of  such  stock  by  persons  or   parties,   through   the
"over-the-counter  market" or through any recognized stock exchange,  other than
those deemed  "insiders"  within the meaning of the  Securities  Exchange Act of
1934 as amended,  (ii) a takeover  agreement  shall be deemed a transfer of this
Lease,  (iii) any person or legal  representative  of Tenant,  to whom  Tenant's
interest  under this Lease passes by operation  of law, or  otherwise,  shall be
bound by the provisions of this Article 11, and (iv) a  modification,  amendment
or extension of a sublease shall be deemed a sublease.

               11.02 The  provisions  of Section 11.01 hereof shall not apply to
transactions  with a  corporation  into  or  with  which  Tenant  is  merged  or
consolidated or with an entity to which substantially all of Tenant's assets are
transferred  (provided  such merger or transfer of assets is for a good business
purpose and not principally for the purpose of transferring the leasehold estate
created hereby, and provided further, that the assignee has a net worth at least
equal to the net worth of Tenant  immediately  prior to such merger or transfer)
or, if Tenant is a partnership, with a successor partnership.

               11.03 Any  assignment or transfer,  whether made with  Landlord's
consent as required by Section 11.01 or without  Landlord's  consent pursuant to
Section  11.02,  shall be made only if, and shall not be  effective  until,  the
assignee  shall  execute,  acknowledge  and  deliver to  Landlord  a  recordable
agreement,  in form and substance reasonably  satisfactory to Landlord,  whereby
the assignee  shall assume the  obligations  and  performance  of this Lease and
agree  to be  bound  by  and  upon  all  of the  covenants,  agreements,  terms,
provisions  and  conditions  hereof  on the part of Tenant  to be  performed  or
observed from and after

<PAGE>

the date of the  assignment  or transfer,  and whereby the assignee  shall agree
that the  provisions  of Section  11.01 hereof  shall,  notwithstanding  such an
assignment  or transfer,  continue to be binding  upon it in the future.  Tenant
covenants that,  notwithstanding  any assignment or transfer,  whether or not in
violation of the provisions of this Lease, and notwithstanding the acceptance of
fixed annual rent by Landlord from an assignee or transferee or any other party,
Tenant  shall  remain  fully and  primarily  liable for the payment of the fixed
annual rent and  additional  rent due and to become due under this Lease and for
the  performance  of all of the  covenants,  agreements,  terms,  provisions and
conditions of this Lease on the part of Tenant to be performed or observed.

               11.04 The liability of Tenant,  and the due performance by Tenant
of the  obligations on its part to be performed  under this Lease,  shall not be
discharged,  released or impaired in any respect by an agreement or  stipulation
made by Landlord or any grantee or assignee of Landlord,  by way of mortgage, or
otherwise,  extending the time of, or modifying any of the obligations contained
in this  Lease,  or by any waiver or failure of  Landlord  to enforce any of the
obligations on Tenant's part to be performed under this Lease,  and Tenant shall
continue liable  hereunder.  If any such agreement or  modification  operates to
increase the obligations of a tenant under this Lease,  the liability under this
Section  11.04 of the  tenant  named in this Lease or any of its  successors  in
interest,  (unless such party shall have expressly  consented in writing to such
agreement  or  modification)  shall  continue  to be no  greater  than  if  such
agreement  or  modification  had not been made.  To charge  Tenant named in this
Lease and its  successors in interest,  no demand or notice of any default shall
be required.  Tenant and each of its  successors  in interest  hereby  expressly
waive any such demand or notice.

               11.05 (a) Should Tenant agree  subject to the  provisions of this
Lease to assign this Lease, other than by an assignment  contemplated by Section
11.02, Tenant shall as soon as that agreement is consummated,  but, in the event
of a transaction described in clause (b) of this Section 11.05, no less than two
(2) months prior to the effective date of the contemplated  assignment,  deliver
to Landlord a duplicate original of such agreement, and all ancillary agreements
with the proposed assignee,  and Landlord shall then have the right to elect, by
notifying Tenant within thirty (30) days of such delivery, to (i) terminate this
Lease,  as of such effective date as if it were the Expiration Date set forth in
this Lease or (ii) accept an  assignment  of this Lease from Tenant,  and Tenant
shall then promptly execute and deliver to Landlord,  or Landlord's  designee if
so elected by Landlord,  in form reasonably  satisfactory to Landlord's counsel,
an assignment which shall be effective as of such effective date.

<PAGE>

                      (b) In the event  that this  Lease  shall be  assigned  to
Landlord or Landlord's  designee or if the demised  premises  shall be sublet to
Landlord or Landlord's  designee  pursuant to this Section 11.05, the provisions
of any such  sublease or  assignment  and the  obligations  of Landlord  and the
rights of Tenant with  respect  thereto  shall not be binding  upon or otherwise
affect the rights of any holder of a superior  mortgage  or of a lessor  under a
superior  lease  unless such holder or lessor  shall elect by written  notice to
Tenant to succeed to the position of Landlord or its  designee,  as the case may
be, thereunder.

                      (c) Should Tenant agree, subject to the provisions of this
Lease, to sublet the demised  premises or any portion  thereof,  other than by a
sublease  contemplated by Sections 11.02 or 11.10, Tenant shall, as soon as that
agreement is consummated, but no less than two (2) months prior to the effective
date of the contemplated sublease,  deliver to Landlord, a duplicate original of
the proposed sublease and all ancillary  agreements with the proposed sublessee,
and  Landlord  shall then have the right to elect,  by notifying  Tenant  within
thirty (30) days of such delivery, to (i) terminate this Lease as to the portion
of the demised premises  affected by such subletting or as to the entire demised
premises,  in the case of a  subletting  thereof  for all or  substantially  the
remainder of the Term, as of such effective date, (ii) in the case of a proposed
subletting of the entire demised premises for all or substantially the remainder
of the Term, or any lesser period,  either terminate this Lease or enter into an
assignment  of this Lease or a  subletting  of the demised  premises to Landlord
from Tenant for the  remainder of the Term,  at  Landlord's  option,  and Tenant
shall then promptly execute and deliver to Landlord,  or Landlord's  designee if
so elected by Landlord,  in form reasonably  satisfactory to Landlord's counsel,
an assignment or subletting,  as the case may be, which shall be effective as of
such  effective  date  (there  being no need to execute an  agreement  more than
merely confirming the date of termination in the event of Landlord's election of
same, this clause being  self-operative) or, (iii) accept a sublease from Tenant
of the portion of the demised premises  affected by such proposed  subletting if
less than all or substantially all of the entire demised premises in the case of
a proposed  subletting  thereof for less than the  remaining  term  hereof,  and
Tenant  shall then  promptly  execute  and deliver a sublease  to  Landlord,  or
Landlord's designee if so elected by Landlord, for the proposed term thereof, at
Landlord's option, commencing with such effective date, at either (x) the rental
terms  reflected in the proposed  sublease or (y) the rental terms  contained in
this Lease on a per rentable  square foot basis,  as elected by Landlord in such
notice.  In the case of a termination  under clause (i) of this  subsection (c),
Tenant  shall be  released  from all of its  obligations  under  this Lease with
respect to the portion of the  demised  premises  affected by Tenant's  proposed
subletting  or as to the  entire  demised  premises  in the  case of a  proposed
subletting  thereof  to  the

<PAGE>

same extent as if the effective  date of such  termination  were the  Expiration
Date.  Tenant shall not be liable to Landlord  for any default by any  subtenant
designated by Landlord under clause (ii) or (iii) of this subsection (c).

                      (d)    If Landlord should elect to have Tenant execute and
deliver a sublease to Landlord or its designee pursuant to any of the provisions
of this Section 11.05, said sublease shall be in a form reasonably  satisfactory
to Landlord's counsel and on all the terms contained in this Lease, except that:

                           (i) The rental terms, if elected by Landlord,  may be
                      either as provided  in item (x) or item (y) of  subsection
                      11.05(c) hereof,

                          (ii) The sublease shall not provide for any work to be
                      done for the subtenant or for any initial rent concessions
                      or contain provisions  inapplicable to a sublease,  except
                      that  in the  case of a  subletting  of a  portion  of the
                      demised premises Tenant shall reimburse  subtenant for the
                      cost of erecting such  demising  walls as are necessary to
                      separate the subleased  premises from the remainder of the
                      demised premises and to provide access thereto,

                           (iii) The subtenant  thereunder  shall have the right
                      to underlet the subleased  premises,  in whole or in part,
                      without Tenant's consent,

                          (iv) The subtenant  thereunder shall have the right to
                      make,  or  cause  to be made,  any  changes,  alterations,
                      decorations,   additions   and   improvements   that  such
                      subtenant may desire or authorize,

                           (v)  Such  sublease   shall   expressly   negate  any
                      intention  that  any  estate  created  by  or  under  such
                      sublease be merged with any other estate held by either of
                      the parties thereto,

                           (vi) Any consent required of Tenant,  as lessor under
                      that  sublease,  shall be deemed  granted if consent  with
                      respect thereto is granted by Landlord,

                           (vii) There shall be no  limitation  as to the use of
                      the sublet premises by the subtenant thereunder,

<PAGE>

                           (viii) Any  failure of the  subtenant  thereunder  to
                      comply with the  provisions of said  sublease,  other than
                      with  respect to the payment of rent to Tenant,  shall not
                      constitute a default  thereunder  or hereunder if Landlord
                      has consented to such non-compliance, and

                          (ix)  Such   sublease   shall  provide  that  Tenant's
                      obligations  with respect to vacating the demised premises
                      and  removing  any  changes,   alterations,   decorations,
                      additions or improvements  made in the subleased  premises
                      shall be limited to those  which  accrued  and  related to
                      such as  were  made  prior  to the  effective  date of the
                      sublease.

                      (e) If  pursuant  to  the  exercise  of any of  Landlord's
options  pursuant to Section  11.05 hereof this Lease is terminated as to only a
portion of the demised  premises,  then the fixed annual rent payable  hereunder
and the additional  rent payable  pursuant to Article 3 hereof shall be adjusted
in  proportion  to  the  portion  of  the  demised  premises  affected  by  such
termination.

               11.06 In the event that  Landlord  does not  exercise  any of the
options  available to it pursuant to Section  11.05 hereof,  Landlord  shall not
unreasonably  withhold or delay its consent to an  assignment of this Lease or a
subletting of the whole or any part of the demised premises, provided:

                      (a)  Tenant  shall  furnish  Landlord  with  the  name and
business address of the proposed subtenant or assignee, information with respect
to the nature and character of the proposed  subtenant's or assignee's business,
or activities, such references and current financial information with respect to
net worth, credit and financial responsibility as are reasonably satisfactory to
Landlord, and an executed counterpart of the sublease or assignment agreement;

                      (b) The  proposed  subtenant  or  assignee  is a reputable
party  whose  financial  net worth,  credit  and  financial  responsibility  is,
considering the responsibilities involved, reasonably satisfactory to Landlord;

<PAGE>

                      (c) The nature and character of the proposed  subtenant or
assignee,  its business or activities  and intended use of the demised  premises
is, in  Landlord's  reasonable  judgment,  in keeping with the  standards of the
Building and the floor or floors on which the demised premises are located;

                      (d)    The proposed subtenant or assignee is not then an
occupant  of any part of the  Building  or a party who dealt  with  Landlord  or
Landlord's  agent  (directly  or through a broker)  with respect to space in the
Building during the twelve (12) months  immediately  preceding  Tenant's request
for Landlord's consent if comparable space is then available in the Building for
a comparable term;

                      (e)  All  costs   incurred   with   respect  to  providing
reasonably  appropriate  means of ingress and egress from the sublet space or to
separate the sublet  space from the  remainder  of the demised  premises  shall,
subject  to  the   provisions   of  Article  6  with  respect  to   alterations,
installations, additions or improvements be borne by Tenant or subtenant;

                      (f) Each sublease shall  specifically state that (i) it is
subject to all of the terms, covenants,  agreements,  provisions, and conditions
of this Lease, (ii) the subtenant or assignee, as the case may be, will not have
the right to a further assignment thereof or sublease or assignment  thereunder,
or to allow the demised  premises  to be used by others,  without the consent of
Landlord  in each  instance,  (iii) a consent by Landlord  thereto  shall not be
deemed or construed to modify,  amend or affect the terms and provisions of this
Lease, or Tenant's obligations  hereunder,  which shall continue to apply to the
premises involved,  and the occupants thereof,  as if the sublease or assignment
had not been made;

                      (g)  Tenant  shall  together  with  requesting  Landlord's
consent  hereunder,  have paid  Landlord  any  reasonable,  out-of-pocket  costs
incurred by Landlord to review the  requested  consent  including  any attorneys
fees incurred by Landlord;

                      (h) The  proposed  subtenant or assignee is not (i) a bank
trust  company,  safe deposit  business,  savings and loan  association  or loan
company;   (ii)  employment  or  recruitment  agency;  (iii)  school,   college,
university  or  educational  institution  whether  or  not  for  profit;  (iv) a
government or any subdivision or agency thereof;

                      (i)  In the  case  of a  subletting  of a  portion  of the
demised  premises,  the portion so sublet shall be regular in shape and suitable
for normal renting purposes and such subletting will not result in more than two
occupants (including Tenant) occupying each floor of the demised premises;

                      (j) The proposed  assignment  shall be for a consideration
or the  proposed  subletting  shall be at a rental rate  determined  in an arm's
length transaction,  and in no event shall Tenant advertise or list with brokers
at a lower  rental rate then the rental  rates then being  charged  under leases
being entered into

<PAGE>

by Landlord for comparable space in the Building.

               11.07 If Tenant  shall  assign this Lease or sublease  all or any
part of the demised premises, Tenant shall pay to Landlord, as additional rent:

                    (i) in the case of an  assignment,  an amount equal to fifty
percent  (50%)  of all sums  and  other  considerations  paid to  Tenant  by the
assignee for or by reason of such  assignment or otherwise  (including,  but not
limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements,
equipment, furniture,  furnishings or other personal property, less, in the case
of a sale  thereof,  the then net  unamortized  or  undepreciated  cost  thereof
determined on the basis of Tenant's federal income tax returns,  as certified to
by the Chief  Financial  Officer of Tenant) and less the reasonable  legal fees,
brokerage  commissions and advertising expenses incurred in connection with such
assignment, amortized over the remaining term of this Lease.

                    (ii) in the case of a  sublease,  an  amount  equal to fifty
percent (50%) of the rents,  additional  charge or other  consideration  payable
under the sublease or otherwise to Tenant by the subtenant which is in excess of
the fixed  annual  rent and  additional  rent  accruing  during  the term of the
sublease in respect of the subleased  space (at the rate per square foot payable
by Tenant hereunder)  pursuant to the terms hereof  (including,  but not limited
to,  sums  paid  for  the  sale  or  rental  of  Tenant's  fixtures,   leasehold
improvements, equipment, furniture or other personal property, less, in the case
of the sale thereof,  the then net  unamortized  or  undepreciated  cost thereof
determined on the basis of Tenant's federal income tax returns,  as certified to
by the Chief  Financial  Officer of Tenant) and less the reasonable  legal fees,
brokerage  commissions and advertising expenses incurred in connection with such
subletting amortized over the term of such sublease.

The sums payable  under this Section 11.07 shall be paid to Landlord as and when
paid by the subtenant or assignee, as the case may be, to Tenant.

               11.08 If Tenant defaults in the payment of any rent,  Landlord is
authorized to collect any rents due or accruing from any assignee,  subtenant or
other occupant of the demised premises and to apply the net amounts collected to
the fixed  annual  rent and  additional  rent  reserved  herein.  The receipt by
Landlord of any amounts from an assignee or subtenant,  or other occupant of any
part of the  demised  premises  shall not be deemed or  construed  as  releasing
Tenant from Tenant's obligations  hereunder or the acceptance of that party as a
direct tenant.

<PAGE>

               11.09 In  connection  with any proposed  assignment  or sublease,
Tenant shall grant to  Landlord's  then managing  agent the  exclusive  right to
sublease  or to assign this Lease as the case may be for a period of ninety (90)
days after Tenant's notice of such proposed assignment or subletting.

               11.10 Notwithstanding  anything to the contrary contained herein,
Tenant shall not be required to obtain Landlord's consent (and the provisions of
Section  11.07  shall  not  apply)  to the use of up to  one-third  (1/3) of the
rentable  square  feet of the  demised  premises  to any one  entity,  and up to
one-half  (1/2) of the  rentable  square  feet of the  demised  premises  in the
aggregate,  as desk space in the demised  premises by one or more entities (each
of which is hereinafter  individually  called a  "Relationship  Entity") each of
which has entered  into a  financial  relationship  with  Tenant  other than the
providing  for of  desk  space  in the  demised  premises.  Permission  to  such
Relationship  Entity(ies) to use the demised premises shall not create a tenancy
or any other  interest in the demised  premises  except a license  revocable  by
Tenant at will which shall cease and expire in any event  automatically  without
notice upon the  expiration or  termination  of the letting under this Lease and
all acts, omissions and operations of such Relationship Entities shall be deemed
acts,  omissions  and  operations  of the Tenant.  Use of the  demised  premises
pursuant  thereto shall not be deemed to entitle such  Relationship  Entities to
rights or privileges  which  Landlord has or may hereafter  accord to lessees of
space in the Building.

                                   ARTICLE 12

                            CERTIFICATE OF OCCUPANCY

               12.01  Tenant  will  not at any time use or  occupy  the  demised
premises in violation of the Certificate of Occupancy issued for the Building.

                                   ARTICLE 13

                         ADJACENT EXCAVATION -- SHORING

               13.01 If an excavation or other  substructure  work 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

<PAGE>

shall be  necessary to preserve the wall of or the Building of which the demised
premises  form a part from  injury or damage and to  support  the same by proper
foundations  without any claim for damages or  indemnity  against  Landlord,  or
diminution or abatement of rent.

                                   ARTICLE 14

                                  CONDEMNATION

               14.01 In the event that the whole of the demised  premises  shall
be lawfully condemned or taken in any manner for any public or quasi-public use,
this Lease and the term and estate  hereby  granted  shall  forthwith  cease and
terminate  as of the date of vesting of title.  In the event that only a part of
the demised premises shall be so condemned or taken,  then,  effective as of the
date of vesting of title,  the fixed annual rent under  Article 1 hereunder  and
additional  rents under Article 3 hereunder shall be abated in an amount thereof
apportioned according to the area of the demised premises so condemned or taken.
In the  event  that  only a part (but  more  than a de  minimus  portion  of the
Building shall be so condemned or taken,  then (a) Landlord  (whether or not the
demised  premises be affected) may, at Landlord's  option,  terminate this Lease
and the term and estate  hereby  granted as of the date of such vesting of title
by  notifying  Tenant in  writing  of such  termination  within  sixty (60) days
following the date on which  Landlord  shall have received  notice of vesting of
title, or (b) if such  condemnation or taking shall be of a substantial  part of
the demised  premises or of a substantial  part of the means of access  thereto,
Tenant  may, at  Tenant's  option,  by delivery of notice in writing to Landlord
within 30 days following the date on which Tenant shall have received  notice of
vesting of title, terminate this Lease and the term and estate hereby granted as
of the date of vesting of title, or (c) if neither Landlord nor Tenant elects to
terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by
such  condemnation  or taking,  except that the fixed annual rent payable  under
Article 1 and  additional  rents  payable under Article 3 shall be abated to the
extent  hereinbefore  provided in this Article 14. In the event that only a part
of the demised  premises  shall be so  condemned or taken and this Lease and the
term and estate  hereby  granted  with respect to the  remaining  portion of the
demised  premises are not terminated as  hereinbefore  provided,  Landlord will,
with reasonable  diligence and at its expense,  restore the remaining portion of
the demised premises as nearly as practicable to the same condition as it was in
prior to such condemnation or taking.

               14.02  In the  event  of  its  termination  in  any of the  cases

<PAGE>

hereinbefore  provided,  this Lease and the term and estate hereby granted shall
expire as of the date of such  termination  with the same effect as if that were
the  Expiration  Date,  and the fixed annual rent and  additional  rents payable
hereunder shall be apportioned as of such date.

               14.03 In the event of any  condemnation  or  taking  hereinbefore
mentioned  of all or a part of the  Building,  Landlord  shall  be  entitled  to
receive the entire award in the  condemnation  proceeding,  including  any award
made for the value of the  estate  vested by this  Lease in  Tenant,  and Tenant
hereby  expressly  assigns to Landlord any and all right,  title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof, and
Tenant  shall be  entitled  to receive no part of such  award.  Tenant  shall be
permitted to make a separate claim with the condemning  authority for its moving
and relocation expenses and the cost of its fixtures and leasehold  improvements
provided that such claim shall not have and adverse affect upon Landlord's award
as herein provided.

               14.04 It is expressly  understood  and agreed that the provisions
of this Article 14 shall not be  applicable  to any  condemnation  or taking for
governmental  occupancy for a limited  period and in such event this Lease shall
continue in full force and effect; provided, however, if Landlord is compensated
by the  condemning  or taking  authority and Tenant shall have paid fixed annual
rent hereunder for a period it was not provided  occupancy of the entire demises
premises as a result of such temporary  condemnation  or taking,  Landlord shall
pay over to Tenant the  applicable  portion of such  award,  in an amount not to
exceed such fixed annual rent paid by Tenant,  attributable  to any space not so
occupied by Tenant.

               14.05 In the  event of any  taking  of less than the whole of the
Building which does not result in a termination  of this Lease,  or in the event
of a taking for a temporary  use or  occupancy of all or any part of the demised
premises which does not result in a termination of this Lease,  Landlord, at its
expense,  and  whether or not any award or awards  shall be  sufficient  for the
purpose,  shall proceed with reasonable  diligence to repair,  alter and restore
the remaining  parts of the Building and the demised  premises to  substantially
their former  condition  immediately  prior to the taking to the extent that the
same may be feasible and so as to constitute a complete and tenantable  Building
and demised premises.

               14.06 In the event any part of the  demised  premises be taken to
effect  compliance with any law or requirement of public authority other than in
the manner hereinabove provided in this Article 14, then, (i) if such compliance
is the  obligation  of Tenant under this Lease,  Tenant shall not be entitled to
any

<PAGE>

diminution or abatement of rent or other  compensation  from Landlord  therefor,
but (ii) if such compliance is the obligation of Landlord under this Lease,  the
fixed annual rent hereunder shall be reduced and additional  rents under Article
3 shall be adjusted in the same manner as is provided in Section 14.01 according
to the reduction in rentable area of the demised  premises  resulting  from such
taking.

                                   ARTICLE 15

                       ACCESS TO DEMISED PREMISES; CHANGES

               15.01  Tenant shall  permit  Landlord to erect,  use and maintain
pipes, ducts and conduits in and through the demised premises, provided the same
are  installed  in a concealed  manner  behind walls and ceilings of the demised
premises  or, if not  practicable,  then  adjacent  to such walls and  ceilings.
Landlord shall to the extent practicable  install such pipes, ducts and conduits
by such methods and at such locations as will not  materially  interfere with or
impair Tenant's layout or use of the demised premises. Landlord or its agents or
designees  shall have the right to enter the  demised  premises,  at  reasonable
times during  business  hours,  for the making of such repairs or alterations as
Landlord may deem necessary for the Building or which Landlord shall be required
to or shall have the right to make by the  provisions of this Lease or any other
lease in the Building and,  subject to the foregoing,  shall also have the right
to enter the demised  premises for the purpose of inspecting  them or exhibiting
them  to  prospective  purchasers  or  lessees  of  the  entire  Building  or to
prospective  mortgagees of the fee or of Landlord's  interest in the property of
which the demised  premises are a part or to  prospective  assignees of any such
mortgages  or to the holder of any  mortgage on the  Landlord's  interest in the
property,  its  agents  or  designees.  Landlord  shall be  allowed  to take all
material into and upon the demised premises that may be required for the repairs
or alterations above mentioned as the same is required for such purpose, without
the same  constituting  an eviction of Tenant in whole or in part,  and the rent
reserved shall in no wise abate while said repairs or alterations are being made
by reason of loss or  interruption  of the  business  of Tenant  because  of the
prosecution of any such work. Landlord shall exercise reasonable diligence so as
to minimize  the  disturbance  but nothing  contained  herein shall be deemed to
require Landlord to perform the same on an overtime or premium pay basis.

               15.02 Landlord reserves the right,  without the same constituting
an eviction  and without  incurring  liability to Tenant  therefor,  to renovate
and/or  change the  arrangement  and/or  location of public  entrances,

<PAGE>

lobbies passageways,  doors, doorways, corridors,  elevators, stairways, toilets
and other public parts of the Building;  provided,  however,  that access to the
Building  shall  not  be  cut  off  and  that  there  shall  be no  unreasonable
obstruction of access to the demised premises or unreasonable  interference with
the use or enjoyment thereof.

               15.03 Landlord  reserves the right to light from time to time all
or any portion of the demised  premises  at night for display  purposes  without
paying Tenant therefor.

               15.04  Landlord  may,  during the  twelve  (12)  months  prior to
expiration  of  the  term  of  this  Lease,  exhibit  the  demised  premises  to
prospective tenants.

               15.05 If  Tenant  shall  not be  personally  present  to open and
permit an entry  into the  demised  premises  at any time when for any reason an
entry therein shall be urgently  necessary by reason of fire or other emergency,
Landlord or  Landlord's  agents may forcibly  enter the same  without  rendering
Landlord  or such  agents  liable  therefor  (if during  such entry  Landlord or
Landlord's agents shall accord reasonable care to Tenant's property) and without
in any manner affecting the obligations and covenants of this Lease.

                                   ARTICLE 16

                            CONDITIONS OF LIMITATION

               16.01  This  Lease and the term and  estate  hereby  granted  are
subject to the limitation  that whenever  Tenant shall make an assignment of the
property  of Tenant for the  benefit  of  creditors,  or shall file a  voluntary
petition  under any  bankruptcy or insolvency  law or any  involuntary  petition
alleging an act of bankruptcy or insolvency  shall be filed against Tenant under
any  bankruptcy or insolvency  law, or whenever a petition  shall be filed by or
against  Tenant  under  the  reorganization  provisions  of  the  United  States
Bankruptcy Act or under the provisions of any law of like import,  or whenever a
petition shall be filed by Tenant under the arrangement provisions of the United
States  Bankruptcy  Act or under the  provisions  of any law of like import,  or
whenever a  permanent  receiver  of Tenant or of or for the  property  of Tenant
shall be appointed,  then, Landlord may, (a) at any time after receipt of notice
of the  occurrence  of any such event,  or (b) if such event occurs  without the
acquiescence  of Tenant,  at any time after the event  continues  for sixty (60)
days,  give  Tenant a notice of  intention  to end the term of

<PAGE>

this Lease at the  expiration  of five (5) days from the date of service of such
notice of intention,  and upon the expiration of said five (5) day period,  this
Lease and the term and  estate  hereby  granted,  whether  or not the term shall
theretofore have commenced,  shall terminate with the same effect as if that day
were the Expiration Date, but Tenant shall remain liable for damages as provided
in Article 18.

               16.02  This  Lease and the term and  estate  hereby  granted  are
subject to further limitation as follows:

                      (a)    whenever Tenant shall default in the payment of any
installment  of fixed annual rent, or in the payment of any  additional  rent or
any other charge  payable by Tenant to Landlord,  on any day upon which the same
ought to be paid,  and  such  default  shall  continue  for five (5) days  after
Landlord shall have given Tenant a notice specifying such default, or

                      (b)  whenever  Tenant  shall do or permit  anything  to be
done,  whether by action or  inaction,  contrary to any of Tenant's  obligations
hereunder,  and if such  situation  shall  continue and shall not be remedied by
Tenant  within  fifteen  (15) days after  Landlord  shall have given to Tenant a
notice  specifying  the same,  or, in the case of a happening  or default  which
cannot with due  diligence be cured within a period of fifteen (15) days and the
continuation of which for the period required for cure will not subject Landlord
to the risk of criminal  liability (as more particularly  described in Article 8
hereof) or  termination  of any superior  lease or  foreclosure  of any superior
mortgage,  if Tenant shall not,  (i) within said fifteen (15) day period  advise
Landlord of Tenant's  intention to duly institute all steps  necessary to remedy
such  situation,  (ii) duly institute  within said fifteen (15) day period,  and
thereafter  diligently  and  continuously  prosecute  to  completion  all  steps
necessary  to remedy the same and (iii)  complete  such remedy  within such time
after the date of the giving of said notice to Landlord as shall  reasonably  be
necessary, or

                      (c)  whenever  any event  shall  occur or any  contingency
shall arise  whereby this Lease or the estate  hereby  granted or the  unexpired
balance of the term hereof would, by operation of law or otherwise, devolve upon
or  pass to any  person,  firm or  corporation  other  than  Tenant,  except  as
expressly permitted by Article 11, or

                      (d)  whenever  Tenant  shall  abandon  (i.e.,  vacate  the
demised premises and not provide security therein and extermination  thereof and
make efforts to sublet the demised  premises) the demised  premises (unless as a
result of a casualty), or

<PAGE>

                      (e) [Intentionally Omitted.]

                      (f)  whenever  Tenant  shall  default in the due  keeping,
observing or performance of any covenant,  agreement,  provision or condition of
Article 5 hereof on the part of Tenant to be kept,  observed or performed and if
such  default  shall  continue  and  shall  not be  remedied  by  Tenant  within
twenty-four  (24)  hours  after  Landlord  shall  have  given to Tenant a notice
specifying the same,

                      (g) if during any  consecutive  eighteen (18) month period
during  the term of this  Lease  (i)  Tenant  shall  have on  three  (3) or more
occasions paid any  installment of fixed annual rent or any additional rent more
than ten (10) days after the same was due hereunder and (ii) Landlord shall have
given Tenant  notice of such default  pursuant to  subsection  (a) hereof before
such default was cured,

then in any of said cases set forth in the foregoing  subsections (a), (b), (c),
(d),  (e),  (f) and (g) Landlord may give to Tenant a notice of intention to end
the term of this Lease at the  expiration of three (3) days from the date of the
service of such notice of intention,  and upon the  expiration of said three (3)
days this Lease and the term and estate hereby granted,  whether or not the term
shall  theretofore  have  commenced,  shall terminate with the same effect as if
that day were the Expiration Date, but Tenant shall remain liable for damages as
provided in Article 18.

                                   ARTICLE 17

                        RE-ENTRY BY LANDLORD, INJUNCTION

               17.01 If Tenant shall  default in the payment of any  installment
of fixed annual rent, or of any additional rent, on any date upon which the same
ought to be paid,  and if such  default  shall  continue for five (5) days after
Landlord shall have given to Tenant a notice specifying such default, or if this
Lease shall expire as in Article 16 provided,  Landlord or Landlord's agents and
employees  may  immediately  or at any  time  thereafter  re-enter  the  demised
premises,  or any part thereof,  either by summary dispossess  proceedings or by
any suitable  action or proceeding at law, or by force or otherwise (but only to
the extent such  re-entry and the manner of such  re-entry is not  prohibited by
law), without being liable to indictment,  prosecution or damages therefrom,  to
the end that Landlord may have, hold and enjoy the demised premises again as and
of its first estate and interest therein. The word re-enter,  as herein used, is
not restricted to its technical  legal meaning.  In the event of any termination
of this Lease under the  provisions of Article 16 or if Landlord  shall re-enter
the demised  premises under the provisions of

<PAGE>

this  Article  17 or in the  event  of the  termination  of  this  Lease,  or of
re-entry,  by or under any summary  dispossess or other proceedings or action or
any  provision  of law by reason of  default  hereunder  on the part of  Tenant,
Tenant shall thereupon pay to Landlord the fixed annual rent and additional rent
payable by Tenant to Landlord up to the time of such  termination of this Lease,
or of such recovery of possession  of the demised  premises by Landlord,  as the
case may be, and shall also pay to Landlord damages as provided in Article 18.

               17.02 In the event of a breach or threatened  breach by Tenant of
any of its obligations  under this Lease,  Landlord shall also have the right of
injunction.  The special  remedies to which  Landlord may resort  hereunder  are
cumulative  and are not intended to be exclusive of any other  remedies or means
of redress to which  Landlord  may lawfully be entitled at any time and Landlord
may invoke any remedy  allowed at law or in equity as if specific  remedies were
not provided for herein.

               17.03 If this  Lease  shall  terminate  under the  provisions  of
Article  16, or if  Landlord  shall  re-enter  the  demised  premises  under the
provisions of this Article 17, or in the event of the termination of this Lease,
or of re-entry, by or under any summary dispossess or other proceeding or action
or any  provision  of law by reason of default  hereunder on the part of Tenant,
Landlord  shall be  entitled  to retain all  moneys,  if any,  paid by Tenant to
Landlord,  whether as advance rent, security or otherwise, but such moneys shall
be credited by Landlord  against any fixed  annual rent or  additional  rent due
from Tenant at the time of such termination or re-entry or, at Landlord's option
against any damages  payable by Tenant  under  Articles 16 and 18 or pursuant to
law.

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

                                   ARTICLE 18

                                     DAMAGES

               18.01 If this Lease is terminated under the provisions of Article
16, or if Landlord shall  re-enter the demised  premises under the provisions of
Article 17, or in the event of the termination of this Lease, or of re-entry, by
or

<PAGE>

under any summary  dispossess or other  proceeding or action or any provision of
law by reason of default  hereunder  on the part of Tenant,  Tenant shall pay to
Landlord as damages, at the election of Landlord, either

                      (a) a sum  which at the time of such  termination  of this
Lease or at the  time of any  such  re-entry  by  Landlord,  as the case may be,
represents the then present value of the excess  (discounted using the same rate
as U.S. Treasury Securities with a term equivalent to the period of time between
the date of  termination  of the Lease  and the date the  Lease  was  originally
scheduled to expire absent such termination) if any, of

                             (1) the  aggregate of the fixed annual rent and the
                      additional  rent payable  hereunder  which would have been
                      payable by Tenant  (conclusively  presuming the additional
                      rent  to  be  the  same  as  was   payable  for  the  year
                      immediately   preceding  such   termination   except  that
                      additional  rent on account of  increases in Taxes and the
                      Wage Rate shall be  presumed to increase at the average of
                      the rates of increase  thereof  previously  experienced by
                      Landlord  during the period (not to exceed 3 years)  prior
                      to such  termination) for the period  commencing with such
                      earlier  termination of this Lease or the date of any such
                      re-entry,  as  the  case  may  be,  and  ending  with  the
                      Expiration  Date,  had this Lease not so terminated or had
                      Landlord not so re-entered the demised premises, over

                             (2)  the  aggregate  rental  value  of the  demised
                      premises for the same period, or

                      (b) sums equal to the fixed annual rent and the additional
rent (as above  presumed)  payable  hereunder  which would have been  payable by
Tenant had this Lease not so  terminated,  or had Landlord not so re-entered the
demised premises, payable upon the due dates therefor specified herein following
such  termination  or such  re-entry and until the  Expiration  Date,  provided,
however,  that if Landlord shall re-let the demised premises during said period,
Landlord  shall credit Tenant with the net rents  received by Landlord from such
re-letting,  such net rents to be determined by first  deducting  from the gross
rents as and when  received  by  Landlord  from such  re-letting,  the  expenses
incurred or paid by Landlord in  terminating  this Lease or in  re-entering  the
demised premises and in securing  possession thereof, as well as the expenses of
re-letting,  including  altering  and  preparing  the demised  premises  for new
tenants,  brokers'  commissions,  and all  other  expenses  properly  chargeable
against the demised  premises and the rental

<PAGE>

thereof;  it  being  understood  that any  such  re-letting  may be for a period
shorter or longer than the remaining  term of this Lease;  but in no event shall
Tenant be entitled to receive any excess of such net rents over the sums payable
by Tenant to Landlord hereunder, or shall Tenant be entitled in any suit for the
collection of damages  pursuant to this subsection to a credit in respect of any
net  rents  from a  re-letting,  except  to the  extent  that such net rents are
actually  received  by  Landlord.  If the demised  premises or any part  thereof
should be re-let in combination with other space, then proper apportionment on a
square foot basis shall be made of the rent received from such re-letting and of
the expenses of re-letting.

If the  demised  premises  or any part  thereof  be re-let by  Landlord  for the
unexpired  portion of the term of this Lease, or any part thereof,  to an entity
unaffiliated with Landlord,  before presentation of proof of such damages to any
court,  commission or tribunal, the amount of rent reserved upon such re-letting
shall,  prima  facie,  be the fair and  reasonable  rental value for the demised
premises, or part thereof, so re-let during the term of the re-letting.

               18.02  Suit or suits for the  recovery  of such  damages,  or any
installments  thereof,  may be  brought  by  Landlord  from  time to time at its
election,  and nothing  contained  herein shall be deemed to require Landlord to
postpone  suit until the date when the term of this Lease would have  expired if
it had not been so terminated  under the  provisions of Article 16, or under any
provision of law, or had Landlord not re-entered the demised  premises.  Nothing
herein  contained  shall be construed to limit or preclude  recovery by Landlord
against  Tenant of any sums or  damages to which,  in  addition  to the  damages
particularly  provided above, Landlord may lawfully be entitled by reason of any
default hereunder on the part of Tenant. Notwithstanding the foregoing, Landlord
shall not be entitled to consequential  damages under this Section 18.02.  Other
than as specifically provided above, nothing herein contained shall be construed
to limit or  prejudice  the  right  of  Landlord  to  prove  for and  obtain  as
liquidated damages by reason of the termination of this Lease or re-entry of the
demised  premises for the default of Tenant under this Lease, 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 any of the sums  referred to
in Section 18.01.

<PAGE>

                                   ARTICLE 19

                LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS

               19.01 If Tenant shall default in the observance or performance of
any term or covenant on Tenant's  part to be observed or  performed  under or by
virtue of any of the terms or  provisions  in any  Article  of this  Lease,  (a)
Landlord  may remedy such  default for the  account of Tenant,  immediately  and
without  notice in case of  emergency,  or in any other case only  provided that
Tenant  shall fail to remedy such  default with all  reasonable  dispatch  after
Landlord  shall  have  notified  Tenant  in  writing  of  such  default  and the
applicable  grace period for curing such default shall have expired;  and (b) if
Landlord makes any  expenditures  or incurs any  obligations  for the payment of
money in connection with such default including,  but not limited to, reasonable
attorneys'  fees  in  instituting,   prosecuting  or  defending  any  action  or
proceeding,  such  sums  paid or  obligations  incurred,  with  interest  at the
Interest Rate, shall be deemed to be additional rent hereunder and shall be paid
by Tenant to Landlord upon rendition of a bill to Tenant therefor.

                                   ARTICLE 20

                                 QUIET ENJOYMENT

               20.01 Landlord covenants and agrees that subject to the terms and
provisions of this Lease, if, and so long as, Tenant keeps and performs each and
every covenant, agreement, term, provision and condition herein contained on the
part or on behalf of Tenant to be kept or performed,  then Tenant's rights under
this Lease shall not be cut off or ended  before the  expiration  of the term of
this Lease, subject however, to: (i) the obligations of this Lease, and (ii) the
provisions of Article 25 hereof with respect to ground and underlying leases and
mortgages which affect this Lease.

                                   ARTICLE 21

                             SERVICES AND EQUIPMENT

               21.01 Landlord shall, at its cost and expense:

                      (a)  Provide   appropriate   elevator   facilities  during
Business Hours of Business Days and shall have at least one elevator  subject to
call at all other times. At Landlord's  option,  the elevators shall be operated
by automatic  control or by manual control,  or by a combination of both of such
methods.

<PAGE>

                      (b) Furnish heat to the demised  premises  during Business
Hours of Business Days.  Landlord shall have no  responsibility or liability for
the ventilating conditions and/or temperature of the demised premises during the
hours  or days  Landlord  is not  required  to  furnish  heat  pursuant  to this
paragraph.

                      (c)  Furnish  cold water for  lavatory  and  drinking  and
office cleaning purposes.  Tenant, at Tenant's sole cost and expense, shall have
the right to  install a hot water  heater to  provide  hot water to the  demised
premises.  If Tenant  requires,  uses or consumes water for any other  purposes,
Tenant agrees to Landlord installing a meter or meters or other means to measure
Tenant's water consumption,  and Tenant further agrees to reimburse Landlord for
the cost of the meter or meters and the installation thereof, and to pay for the
maintenance of said meter equipment and/or to pay Landlord's cost of other means
of measuring such water consumption by Tenant.  Tenant shall reimburse  Landlord
on demand  for the cost of all water  consumed,  as  measured  by said  meter or
meters or as otherwise measured, including sewer rents.

                      (d)  Provide  Tenant  with up to ten (10)  listings in the
existing  Building's  directory  and, as and to the extent  that a  computerized
directory is  hereinafter  installed in the  Building,  up to  twenty-five  (25)
listings thereafter.

                      (e) Upon reasonable prior notice from Tenant,  provide air
conditioning,  heating,  elevator,  plumbing,  electric and other systems during
non-Business  Hours at Tenant's sole cost and expense which shall equal the then
current costs imposed by Landlord therefor.

                      (f) Clean and maintain  the lobby and other public  common
areas of the Building pursuant to a reasonable  cleaning schedule  determined by
Landlord.

               21.02   Landlord   reserves  the  right   without  any  liability
whatsoever,  or abatement of fixed annual rent, or additional  rent, to stop the
heating,  air-conditioning,  elevator, plumbing, electric and other systems when
necessary  by reason of  accident  or  emergency  or for  repairs,  alterations,
replacements  or  improvements,  provided  that  except  in case  of  emergency,
Landlord will notify Tenant in advance,  if possible,  of any such stoppage and,
if ascertainable,  its estimated duration,  and will proceed diligently with the
work necessary to resume such service as promptly as possible and in a manner so
as to minimize  interference  with  Tenant's  use and  enjoyment  of the demised
premises.

               21.03 Tenant  shall clean and  maintain the demised  premises

<PAGE>

and shall contract  directly with the cleaner and a carting  company for rubbish
removal designated by Landlord (and charging competitive rates)from time to time
to render such services to tenants of the Building.

               21.04 It is  expressly  agreed  that only  Landlord or any one or
more persons,  firms or  corporations  authorized in writing by Landlord will be
permitted to furnish  laundry,  linen,  towels,  drinking water,  ice, and other
similar supplies and services to tenants and licensees in the Building. Landlord
may fix, in its  reasonable  discretion,  at any time and from time to time, the
hours during which and the  regulations  under which such  supplies and services
are to be furnished  and under which,  foods and  beverages  may be brought into
Building by persons other than regular employees of Tenant.

               21.05 As part of  Tenant's  Work,  Tenant  shall  install an air-
cooled  packaged  air  conditioning  unit on each floor of the demised  premises
(hereinafter  called the  "Units")  to provide air  conditioning  to the demised
premises.  Tenant shall, at its sole cost and expense,  operate and maintain the
Units. Such maintenance  obligations  shall be performed  throughout the term of
this Lease,  on  Tenant's  behalf and at Tenant's  expense,  by a reputable  air
conditioning   maintenance  company,  first  reasonably  approved  by  Landlord.
Tenant's obligation to maintain the Units shall include,  but not be limited to,
the periodic cleaning and/or  replacement of filters,  replacements of fuses and
belts,  the  calibration  of  thermostats  and all  startup and shut down of the
Units. Tenant shall, at its sole cost and expense, perform any and all necessary
repairs,  and cause any and all  replacements  of, the Units.  The Units and any
replacements  thereof shall be and remain at all times the property of Landlord,
and Tenant shall  surrender the Units and all such  replacements  to Landlord on
the Expiration Date.

               21.06 Subject to the terms of this Lease and to force majeure and
other  matters  beyond  Landlord's  control,  Tenant  shall  have  access to the
Building twenty-four (24) hours a day, seven (7) days per week.

               21.07  Landlord  will  not  be  required  to  furnish  any  other
services, except as otherwise provided in this Lease.

                                   ARTICLE 22

                                   DEFINITIONS

               22.01 The term  "Landlord"  as used in this Lease  means only the

<PAGE>

owner,  or the  mortgagee  in  possession,  for the  time  being of the Land and
Building (or the owner of a lease of the Building or of the Land and  Building),
so that in the event of any  transfer of title to said Land and Building or said
lease, or in the event of a lease of the Building,  or of the Land and Building,
upon  notification  to Tenant  of such  transfer  or lease  the said  transferor
Landlord  shall be and  hereby is  entirely  freed and  relieved  of any and all
covenants,  obligations and liabilities of Landlord  hereunder  arising from and
after the date of transfer,  and it shall be deemed and  construed as a covenant
running with the land  without  further  agreement  between the parties or their
successors  in interest,  or between the parties and the  transferee of title to
said Land and Building or said lease, or the said lessee of the Building,  or of
the Land and Building,  that the transferee or the lessee has assumed and agreed
to carry out any and all such covenants, obligations and liabilities of Landlord
hereunder.

               22.02  The  term  "Business  Days"  as used in this  Lease  shall
exclude Saturdays,  Sundays and all days observed by the Federal, State or local
government  as legal  holidays as well as all other days  recognized as holidays
under  applicable  union  contracts.  The term "Business  Hours" as used in this
Lease shall mean the hours between 8:00 a.m. and 6:00 p.m.

               22.03  "Interest  Rate"  shall mean a rate per annum equal to the
lesser of (a) three  percent (3%) above the  commercial  lending rate  announced
from time to time by  Citibank,  N.A.,  as its prime rate for  90-day  unsecured
loans, or (b) the maximum applicable legal rate, if any.

               22.04  "Legal   Requirements"   shall  mean  laws,  statutes  and
ordinances  (including building codes and zoning regulations and ordinances) and
the orders,  rules,  regulations,  directives and  requirements  of all federal,
state, county, city and borough departments, bureaus, boards, agencies, offices,
commissions and other subdivisions  thereof,  or of any official thereof,  or of
any  other  governmental  public  or  quasi-public  authority,  whether  now  or
hereafter  in force,  which may be  applicable  to the Land or  Building  or the
demised premises or any part thereof, or the sidewalks,  curbs or areas adjacent
thereto and all  requirements,  obligations and conditions of all instruments of
record on the date of this Lease.

                                   ARTICLE 23

                           INVALIDITY OF ANY PROVISION

               23.01 If any term, covenant, condition or provision of this Lease

<PAGE>

or the  application  thereof  to any  circumstance  or to any  person,  firm  or
corporation  shall be invalid or  unenforceable  to any  extent,  the  remaining
terms,  covenants,  conditions and  provisions of this Lease or the  application
thereof to any  circumstances or to any person,  firm or corporation  other than
those as to which any term, covenant,  condition or provision is held invalid or
unenforceable,  shall not be affected thereby and each remaining term, covenant,
condition and provision of this Lease shall be valid and shall be enforceable to
the fullest extent permitted by law.

                                   ARTICLE 24

                                    BROKERAGE

               24.01 Landlord and Tenant each covenants, represents and warrants
to the other that it has had no dealings or  communications  with any broker, or
agent other than  Newmark & Company  Real Estate,  Inc.  (which is  representing
Landlord) and Julien J. Studley,  Inc. in connection  with the  consummation  of
this Lease.  Landlord and Tenant each covenants and agrees to pay, hold harmless
and  indemnify the other from and against any and all cost,  expense  (including
reasonable  attorneys' fees) or liability for any  compensation,  commissions or
charges  claimed by any broker or agent  alleging to have dealt with Landlord or
Tenant,  respectively,  other than the brokers set forth in this Section  24.01,
with respect to this Lease or the  negotiation  thereof.  Landlord shall pay the
brokerage fees due to Newmark & Company Real Estate, Inc. and Julien J. Studley,
Inc.  pursuant  to  separate  agreements.  This  Article  24 shall  survive  the
expiration or sooner termination of this Lease.

                                   ARTICLE 25

                                  SUBORDINATION

               25.01 This Lease is and shall be subject and  subordinate  to all
ground or underlying  leases which may now or hereafter affect the real property
of which the demised  premises form a part and to all mortgages which may now or
hereafter  affect  such  leases  or such  real  property,  and to all  renewals,
modifications,  replacements  and  extensions  thereof.  The  provisions of this
Section 25.01 shall be self-operative and no further instrument of subordination
shall be required. In confirmation of such subordination,  Tenant shall promptly
execute and deliver at its own cost and expense any  instrument,  in  recordable
form

<PAGE>

if required,  that Landlord, the lessor of the ground or underlying lease or the
holder of any such  mortgage or any of their  respective  successors in interest
may reasonably request to evidence such subordination.

               25.02 In the event of a  termination  of any ground or underlying
lease,  or if the  interests  of Landlord  under this Lease are  transferred  by
reason  of,  or  assigned  in lieu  of,  foreclosure  or other  proceedings  for
enforcement of any mortgage,  or if the holder of any mortgage  acquires a lease
in substitution therefor, then Tenant under this Lease will, at the option to be
exercised in writing by the lessor under such ground or underlying lease or such
mortgagee  or  purchaser,  assignee  or lessee,  as the case may be,  either (i)
attorn to it and will  perform  for its  benefit  all the terms,  covenants  and
conditions  of this Lease on Tenant's  part to be performed  with the same force
and effect as if said lessor,  such mortgagee or purchaser,  assignee or lessee,
were the landlord originally named in this Lease, or (ii) enter into a new lease
with said  lessor  or such  mortgagee  or  purchaser,  assignee  or  lessee,  as
landlord,  for the remaining  term of this Lease and otherwise on the same terms
and conditions and with the same options, if any, then remaining.  The foregoing
provisions  of clause (i) of this  Section  25.02  shall enure to the benefit of
such lessor, mortgagee,  purchaser,  assignee or lessee, shall be self-operative
upon the exercise of such option, and no further instrument shall be required to
give effect to said provisions. Tenant, however, upon demand of any such lessor,
mortgagee,  purchaser,  assignee or lessee agrees to execute, from time to time,
instruments in confirmation  of the foregoing  provisions of this Section 25.02,
reasonably satisfactory to any such lessor,  mortgagee,  purchaser,  assignee or
lessee, acknowledging such attornment and setting forth the terms and conditions
of its tenancy.

               25.03 Anything herein contained to the contrary  notwithstanding,
under no circumstances shall the aforedescribed lessor under the ground lease or
mortgagee or purchaser,  assignee or lessee,  as the case may be, whether or not
it shall have succeeded to the interests of the landlord under this Lease, be

                      (a) liable for any act,  omission  or default of any prior
landlord prior to the  foreclosure or other transfer;  it being  understood that
the foregoing is not intended to relieve any successor landlord of any liability
arising by reason of its acts or  omissions  from and after the date it succeeds
to the  interests of Landlord,  including a  continuation  of the failure of the
prior Landlord to perform its  obligations  under this Lease, in which case such
successor landlord shall have a reasonable period of time to remedy same; or

<PAGE>

                      (b) subject to any offsets,  claims or defenses  which the
Tenant might have against any prior landlord; or

                      (c)  bound by any fixed  annual  rent or  additional  rent
which  Tenant  might have paid to any prior  landlord for more than one month in
advance or for more than three  months in advance  where such rent  payments are
payable at intervals of more than one month; or

                      (d) bound by any modification,  amendment or abridgment of
this Lease, or any cancellation or surrender of the same, made without its prior
written approval.

               25.04 If, in connection  with the financing of the Building,  the
holder of any mortgage shall request reasonable modifications in this Lease as a
condition of approval thereof,  Tenant will not unreasonably withhold,  delay or
defer  making  such  modifications;  provided  same  do  not  increase  Tenant's
obligations or reduce Tenant's rights beyond a de minimus extent.

               25.05  Tenant  agrees  that,  except for the first  month's  rent
hereunder,  it will pay no rent under this Lease more than  thirty  (30) days in
advance of its due date, if so restricted by any existing or future ground lease
or  mortgage to which this Lease is  subordinated  or by an  assignment  of this
Lease to the ground lessor or the holder of such mortgage,  and, in the event of
any act or omission by Landlord, Tenant will not exercise any right to terminate
this Lease or to remedy the  default and deduct the cost  thereof  from rent due
hereunder  until Tenant shall have given written  notice of such act or omission
to the ground  lessor and to the holder of any mortgage on the fee or the ground
lease who shall have furnished such lessor's or holder's last address to Tenant,
and until a  reasonable  period for  remedying  such act or omission  shall have
elapsed  following the giving of such notices,  during which time such lessor or
holder shall have the right,  but shall not be obligated,  to remedy or cause to
be remedied such act or omission.  Tenant shall not exercise any right  pursuant
to this  Section  26.02 if the holder of any mortgage or such  aforesaid  lessor
commences to cure such  aforesaid act or omission  within a reasonable  time and
diligently prosecutes such cure thereafter.

                                   ARTICLE 26

                              CERTIFICATE OF TENANT

               26.01  Tenant  agrees,  at any  time and  from  time to time,  as

<PAGE>

requested by Landlord, upon not less than ten (10) days prior notice, to execute
and deliver to Landlord a statement certifying that this Lease is unmodified and
in full force and effect (or if there have been  modifications  that the same is
in full force as modified and stating the  modifications),  certifying the dates
to which the annual fixed rent and  additional  rent have been paid, and stating
whether or not, to Tenant's knowledge,  Landlord is in default in performance of
any of its  obligations  under this  Lease,  and,  if so,  specifying  each such
default of which  Tenant may have  knowledge,  it being  intended  that any such
statement  delivered  pursuant  hereto  may be relied  upon by others  with whom
Landlord may be dealing.

                                   ARTICLE 27

                     LEGAL PROCEEDINGS WAIVER OF JURY TRIAL

               27.01  Landlord  and Tenant do hereby  waive trial by jury in any
action,  proceeding  or  counterclaim  brought by either of the  parties  hereto
against  the  other  on any  matters  whatsoever  arising  out of or in any  way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the demised premises, and/or any other claims (except claims for
bodily injury or damage to physical  property),  and any emergency  statutory or
any other  statutory  remedy.  It is further  mutually  agreed that in the event
Landlord  commences any summary  proceeding for non-payment of rent, Tenant will
not interpose and does hereby waive the right to interpose any  counterclaim  of
whatever  nature or description in any such  proceeding,  except with respect to
compulsory counterclaims.

                                   ARTICLE 28

                              SURRENDER OF PREMISES

               28.01 Upon the  expiration  or other  termination  of the term of
this Lease,  Tenant shall quit and  surrender to Landlord the demised  premises,
broom clean,  in good order and condition,  ordinary wear and tear and damage by
fire,  the elements or other casualty  excepted,  and Tenant shall remove all of
its property as herein provided.  Tenant's obligation to observe or perform this
covenant shall survive the  expiration or other  termination of the term of this
Lease.

               28.02 In the event Tenant  remains in  possession  of the demised
premises  after the  Expiration  Date or the date of sooner  termination of this
Lease,

<PAGE>

Tenant,  at the option of Landlord,  shall be deemed to be occupying the demised
premises as a holdover  tenant from  month-to-month,  at a monthly rent equal to
two (2) times the higher of (x) the sum of (i) the monthly  installment of fixed
annual rent  payable  during the last month of the term of this Lease,  and (ii)
one-twelfth  (1/12th) of the additional rent payable during the last year of the
term of this  Lease  of (y) the  fair  market  value  of the  demised  premises,
calculated on a monthly basis, subject to all of the other terms and obligations
of this Lease insofar as the same are applicable to a month-to-month tenancy.

                                   ARTICLE 29

                              RULES AND REGULATIONS

               29.01 Tenant and Tenant's  servants,  employees  and agents shall
observe  faithfully and comply strictly with the Rules and Regulations set forth
in  Exhibit  C  attached  hereto  and  made  part  hereof  entitled  "Rules  and
Regulations"  and such other and further  reasonable  Rules and  Regulations  as
Landlord or  Landlord's  agents may from time to time adopt  provided,  however,
that in case of any conflict or  inconsistency  between the  provisions  of this
Lease and of any of the Rules and  Regulations  as  originally  or as  hereafter
adopted,  the provisions of this Lease shall control.  Reasonable written notice
of any additional Rules and Regulations  shall be given to Tenant.  Tenant shall
not be subject to any Rules and  Regulations  which are more  onerous than those
imposed on any other tenant in the Building.

               Nothing in this Lease contained shall be construed to impose upon
Landlord  any duty or  obligation  to enforce the Rules and  Regulations  or the
terms,  covenants or conditions in any other lease,  against any other tenant of
the  Building,  and Landlord  shall not be liable to Tenant for violation of the
same  by  any  other  tenant,  its  servants,  employees,  agents,  visitors  or
licensees.

                                   ARTICLE 30

                             CONSENTS AND APPROVALS

               30.01  Wherever in this Lease  Landlord's  consent or approval is
required, if Landlord shall delay or refuse such consent or approval,  Tenant in
no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant
hereby  waives any claim,  for money  damages  (nor shall Tenant claim any money

<PAGE>

damages by way of  set-off,  counterclaim  or  defense)  based upon any claim or
assertion by Tenant that Landlord  unreasonably withheld or unreasonably delayed
its consent or approval.  Tenant's  sole remedy shall be an action or proceeding
to  enforce  any  such  provision,  for  specific  performance,   injunction  or
declaratory judgment.  Notwithstanding the foregoing, Landlord and Tenant hereby
agree that any  disputes  relating  to  Tenant's  rights to assign this Lease or
sublet the  demised  premises  shall be  resolved by  expedited  arbitration  in
accordance with Article 38 hereof.

                                   ARTICLE 31

                                     NOTICES

               31.01 Any notice or demand, consent, approval or disapproval,  or
statement  required to be given by the terms and provisions of this Lease, or by
any law or governmental regulation, either by Landlord to Tenant or by Tenant to
Landlord,  shall  be in  writing.  Unless  otherwise  required  by  such  law or
regulation,  such notice or demand  shall be given,  and shall be deemed to have
been  served  and given on the date of first  attempted  delivery,  by  personal
delivery,  sent via Federal Express or like overnight national courier or mailed
by registered or certified mail, return receipt requested, deposited enclosed in
a securely closed post-paid  wrapper,  in a United States Government  general or
branch post office, or official depository within the exclusive care and custody
thereof,  addressed to either party,  at its address set forth on page 1 of this
Lease. After Tenant shall occupy the demised premises, the address of Tenant for
notices,  demands,  consents,  approvals or disapprovals  shall be the Building.
Either  party may, by notice as  aforesaid,  designate  a  different  address or
addresses for notices, demands, consents,  approvals or disapprovals.  Copies of
notices sent by Tenant to Landlord shall be sent to Arent Fox Kintner  Plotkin &
Kahn PLLC, 1675 Broadway, New York, New York 10019,  Attention:  Jeffrey Walker,
Esq.  Copies of notices sent by Landlord to Tenant shall be sent to Kramer Levin
Naftalis & Frankel LLP, 919 Third Avenue,  New York, New York 10022,  Attention:
Neil Tucker, Esq.

               31.02 In addition  to the  foregoing,  either  Landlord or Tenant
may, from time to time,  request in writing that the other party serve a copy of
any notice or demand,  consent,  approval or disapproval,  or statement,  on one
other person or entity  designated in such request,  such service to be effected
as provided in Section 31.01 hereof.

<PAGE>

                                   ARTICLE 32

                                    NO WAIVER

               32.01 No  agreement  to accept a surrender of this Lease shall be
valid  unless in writing  signed by  Landlord.  No  employee  of  Landlord or of
Landlord's  agents  shall  have any  power  to  accept  the keys of the  demised
premises  prior to the  termination  of this Lease.  The delivery of keys to any
employee of Landlord or of  Landlord's  agent shall not operate as a termination
of this Lease or a surrender of the demised premises.  In the event of Tenant at
any time  desiring to have  Landlord  sublet the premises for Tenant's  account,
Landlord  or  Landlord's  agents are  authorized  to receive  said keys for such
purpose without  releasing Tenant from any of the obligations  under this Lease.
The failure of Landlord or Tenant to seek  redress for a violation  by the other
party of, or to insist  upon the strict  performance  by the other party of, any
covenant  or  condition  of this Lease or any of the Rules and  Regulations  set
forth herein, or hereafter  adopted by Landlord,  shall not prevent a subsequent
act, which would have  originally  constituted a violation,  from having all the
force and effect of an  original  violation.  The  receipt by  Landlord,  or the
payment  by  Tenant  of rent  with or  without  knowledge  of the  breach of any
covenant of this Lease shall not be deemed a waiver of such breach.  The failure
of Landlord to enforce any of the Rules and  Regulations  set forth  herein,  or
hereafter adopted,  against Tenant and/or any other tenant in the Building shall
not be deemed a waiver of any such Rules and  Regulations.  No provision of this
Lease shall be deemed to have been  waived by  Landlord  or Tenant,  unless such
waiver be in writing  signed by such  party.  No payment by Tenant or receipt by
Landlord of a lesser  amount than the monthly  rent herein  stipulated  shall be
deemed to be other than on the  account of the  earliest  stipulated  rent,  nor
shall any endorsement or statement on any check or any letter  accompanying  any
check or payment of rent be deemed an accord and satisfaction,  and Landlord may
accept such check or payment  without  prejudice to Landlord's  right to recover
the balance of such rent or pursue any other remedy in this Lease provided.

               32.02  This  Lease  contains  the entire  agreement  between  the
parties,  and any executory  agreement  hereafter  made shall be  ineffective to
change,  modify,  discharge or effect an  abandonment  of it in whole or in part
unless such  executory  agreement is in writing and signed by the party  against
whom  enforcement  of the change,  modification,  discharge  or  abandonment  is
sought.

<PAGE>

                                   ARTICLE 33

                                    CAPTIONS

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

                                   ARTICLE 34

                              INABILITY TO PERFORM

               34.01  If,  by reason of (1)  strike,  (2)  labor  troubles,  (3)
governmental  pre-emption in connection with a national emergency, (4) any rule,
order or  regulation of any  governmental  agency,  (5)  conditions of supply or
demand  which  are  affected  by war  or  other  national,  state  or  municipal
emergency,  or any other cause or (6) any cause  beyond  Landlord's  or Tenant's
reasonable  control,  Landlord or Tenant, as the case may be, shall be unable to
fulfill  its  obligations  under  this  Lease or shall be unable  to supply  any
service which Landlord is obligated to supply,  Landlord or Tenant,  as the case
may be, shall have no liability therefor and this Lease and Tenant's  obligation
to pay rent hereunder shall in no wise be affected, impaired or excused. Nothing
in the  foregoing  shall be deemed to permit Tenant to delay or avoid making any
payment of fixed  annual  rent or  additional  rent under this Lease as and when
such payment is due and payable.  Each party shall notify the other  promptly of
any event of the type described in this Section 34.01, and shall diligently work
to restore its ability to perform its obligations under this Lease.

                                   ARTICLE 35

                         NO REPRESENTATIONS BY LANDLORD

               35.01 Landlord or Landlord's agents have made no  representations
or promises  with respect to the Building or demised  premises  except as herein
expressly set forth.

<PAGE>

                                   ARTICLE 36

                                NAME OF BUILDING

               36.01  Landlord shall have the full right at any time to name and
change  the name of the  Building  and to change the  designated  address of the
Building.  The  Building  may be named after any  person,  firm,  or  otherwise,
whether or not such name is, or resembles, the name of a tenant of the Building.

                                   ARTICLE 37

                              RESTRICTIONS UPON USE

               37.01 It is expressly  understood  that no portion of the demised
premises shall be used as, by or for (i) a bank,  trust  company,  savings bank,
industrial  bank,  savings and loan  association  or personal  loan bank (or any
branch office or public accommodation office of any of the foregoing), or (ii) a
public stenographer or typist,  barber shop, beauty shop, beauty parlor or shop,
telephone  or telegraph  agency,  telephone or  secretarial  service,  messenger
service, travel or tourist agency,  employment agency, public restaurant or bar,
commercial  document  reproduction  or offset printing  service,  public vending
machines,  retail,  wholesale or discount shop for sale of  merchandise,  retail
service shop, labor union,  school or classroom (except for ancillary  training,
provided  such  training does not  constitute  use of the demised  premises as a
school or classroom under  applicable  zoning  regulations),  or governmental or
quasi-governmental   bureau,  department  or  agency,  including  an  autonomous
governmental corporation.

                                   ARTICLE 38

                                   ARBITRATION

               38.01 In each case  specified  in this  Lease in which  resort to
arbitration shall be required,  such arbitration (unless otherwise  specifically
provided  in  other  Sections  of  this  Lease)  shall  be in New  York  City in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  and the  provisions  of this Lease.  The  decision and award of the
arbitrators  shall be in writing,  shall be final and conclusive on the parties,
and  counterpart  copies  thereof shall be delivered to each of the parties.  In
rendering such decision and awards,  the arbitrators  shall not add to, subtract
from or otherwise  modify the  provisions of this Lease.  Judgment may be had on
the decision and award of the  arbitrators so rendered in any court of competent
jurisdiction.  The  prevailing  party in the  arbitration  (as determined by the
arbitrators)   shall  pay  the  reasonable   legal  fees  and

<PAGE>

expenses of the non-prevailing party.

                                   ARTICLE 39

                                    INDEMNITY

               39.01 Tenant shall indemnify, defend and save Landlord its agents
and employees  and any  mortgagee of Landlord's  interest in the Land and/or the
Building and any lessor under any superior  lease  harmless from and against any
liability or expense arising from the use or occupation of the demised  premises
by Tenant or anyone in the demised  premises with Tenant's  permission,  or from
any breach of this Lease by Tenant.

                                   ARTICLE 40

                               MEMORANDUM OF LEASE

               40.01 Tenant shall,  at the request and cost of Landlord  execute
and  deliver a  statutory  form of  memorandum  of this Lease for the purpose of
recording,  but said memorandum of this Lease shall not in any  circumstances be
deemed to modify or to change any of the  provisions of this Lease.  In no event
shall Tenant record this Lease or a memorandum thereof.

                                   ARTICLE 41

                                  MISCELLANEOUS

               41.01 Irrespective of the place of execution or performance, this
Lease shall be governed and construed in  accordance  with the laws of the State
of New York.

               41.02  This  Lease  shall  be  construed  without  regard  to any
presumption or other rule requiring  construction against the party causing this
Lease to be drafted.

               41.03 Except as otherwise  expressly provided in this Lease, each
covenant,  agreement,  obligation  or other  provision of this Lease on Tenant's
part to be performed shall be deemed and construed as a separate and independent

<PAGE>

covenant of Tenant, not dependent on any other provision of this Lease.

               41.04 All terms and words used in this Lease,  regardless  of the
number or gender in which they are used,  shall be deemed to  include  any other
number and any other gender as the context may require.

               41.05 Time shall be of the essence  with  respect to the exercise
of any option granted under this Lease.

               41.06 Except as otherwise  provided  herein  whenever  payment of
interest is required by the terms hereof it shall be at the Interest Rate.

               41.07  If the  demised  premises  or any  additional  space to be
included  within the demised  premises  shall not be available  for occupancy by
Tenant on the specific date hereinbefore  designated for the commencement of the
term of this Lease or for the inclusion of such space for any reason whatsoever,
then this Lease shall not be affected  thereby but, in such case,  said specific
date shall be deemed to be postponed until the date when the demised premises or
such  additional  space shall be available for  occupancy by Tenant,  and Tenant
shall not be entitled to possession of the demised  premises or such  additional
space until the same are available for occupancy by Tenant,  provided,  however,
that Tenant shall have no claim  against  Landlord,  and Landlord  shall have no
liability to Tenant by reason of any such  postponement  of said specific  date,
and the  parties  hereto  further  agree that any  failure  to have the  demised
premises or such  additional  space  available  for  occupancy by Tenant on said
specific  date  or on  the  Commencement  Date  shall  in  no  wise  affect  the
obligations  of Tenant  hereunder nor shall the same be construed in any wise to
extend the term of this Lease  unless  specifically  provided to the contrary in
the preamble to this Lease and  furthermore,  this Section 41.07 shall be deemed
to be an express provision to the contrary of Section 223-a of the Real Property
Law of the State of New York and any other law of like  import now or  hereafter
in force.

               41.08 In the event that  Tenant is in arrears in payment of fixed
annual rent or additional rent hereunder,  Tenant waives Tenant's right, if any,
to  designate  the items  against  which any  payments  made by Tenant are to be
credited,  and Tenant agrees that Landlord may apply any payments made by Tenant
to any items it sees fit, irrespective of and notwithstanding any designation or
request  by Tenant  as to the items  against  which any such  payments  shall be
credited.

               41.09 This Lease  shall not be binding  upon  Landlord  until the

<PAGE>

same is executed by Landlord  and Tenant and an executed  copy  thereof has been
delivered to Tenant.

                                   ARTICLE 42

                                SECURITY DEPOSIT

               42.01 Tenant shall  simultaneously  upon  execution of this Lease
deliver to Landlord and, shall, except as otherwise provided herein, maintain in
effect at all times during the term hereof, an irrevocable  letter of credit, in
the form  annexed  hereto as Exhibit E and in the amount of One Million  Dollars
($1,000,000.00)  as security  for the faithful  performance  and  observance  by
Tenant of the terms,  provisions,  covenants and conditions of this Lease.  Such
letter  of  credit  shall  be  issued  by  a  banking   corporation   reasonably
satisfactory  to Landlord and having its principal place of business or its duly
licensed  branch or agency in the State of New York. Such letter of credit shall
have an  expiration  date no earlier than the first  anniversary  of the date of
issuance  thereof and shall be  automatically  renewed  from year to year unless
terminated  by the  issuer  thereof  by notice to  Landlord  given not less than
thirty (30) days prior to the expiration  thereof.  Except as otherwise provided
herein, Tenant shall, throughout the term of this Lease, deliver to Landlord, in
the event of the termination of any such letter of credit,  replacement  letters
of credit in lieu  thereof  (each such letter of credit and such  extensions  or
replacements  thereof,  as the  case may be,  is  hereinafter  referred  to as a
"Security  Letter") no later than thirty (30) days prior to the expiration  date
of the preceding Security Letter. The term of each such Security Letter shall be
not less than one (1) year and  shall be  automatically  renewable  from year to
year as aforesaid.  If Tenant shall fail to obtain any replacement of a Security
Letter within the time limits set forth in this Section 42.01, Landlord may draw
down the full  amount of the  existing  Security  Letter  and retain the same as
security hereunder.

               42.02 In the  event  Tenant  defaults  in  respect  to any of the
terms,  provisions,  covenants and conditions of this Lease after the expiration
of any notice and cure periods  provided for in this Lease,  including,  but not
limited to, the payment of rent and additional rent,  Landlord may use, apply or
retain the whole or any part of the security so deposited to the extent required
for the  payment  of any rent and  additional  rent or any other sum as to which
Tenant is in default or for any sum which Landlord may expend or may be required
to  expend by  reason  of  Tenant's  default  in  respect  of any of the  terms,
provisions,  covenants,  and conditions of this Lease, including but not limited
to, any damages or

<PAGE>

deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Landlord.  To insure that Landlord may utilize the security  represented  by the
Security  Letter in the manner,  for the purpose,  and to the extent provided in
this Article,  each Security  Letter shall provide that the full amount  thereof
may be drawn down by  Landlord  upon the  presentation  to the  issuing  bank of
Landlord's  draft drawn on the issuing  bank without  accompanying  memoranda on
statement of beneficiary,  except for a certification  from Landlord that Tenant
is in default beyond any applicable notice and cure periods.

               42.03 In the event that Tenant  defaults in respect of any of the
terms, provisions,  covenants and conditions of this Lease and Landlord utilizes
all or any part of the security  represented by the Security Letter but does not
terminate  this Lease,  Landlord  may, in addition to  exercising  its rights as
provided  in Section  42.02,  retain  the  unapplied  and unused  balance of the
principal amount of the Security Letter as security for the faithful performance
and observance by Tenant thereafter of the terms, provisions,  and conditions of
this Lease,  and may use, apply, or retain the whole or any part of said balance
to the extent required for payment of rent, additional rent, or any other sum as
to which  Tenant is in  default or for any sum which  Landlord  may expend or be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants,  and  conditions  of this  Lease.  In the event  Landlord  applies or
retains any portion or all of the  security  delivered  hereunder,  Tenant shall
restore the amount so applied or retained  within ten (10) days after  demand by
Landlord  so that at all times the amount  deposited  shall be not less than the
security required by Section 42.01 hereof.

               42.04 (a) In the event that  Tenant  shall  fully and  faithfully
comply with all of the terms, provisions, covenants and conditions of this Lease
and  shall  not have been in  default  hereunder  more than two (2) times in any
given year or more than five (5) times in the  aggregate,  the security shall be
reduced after the fifth (5th)  anniversary of the Rent Commencement Date to Five
Hundred Thousand Dollars ($500,000),  provided that as of such anniversary,  the
"tangible net worth" (as that term is hereinafter defined) of Tenant shall equal
or exceed Fifty Million  Dollars  ($50,000,000)  (the "Minimum Net Worth").  For
purposes of this  Section  42.04,  "tangible  net worth"  shall mean a net worth
determined  under  GAAP and  excluding  all  assets  which  would be  treated as
intangible under sound accounting principles, including but not limited to, such
items as goodwill, trademarks, copyrights and patents.

               (b) In the event that Tenant  shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and  conditions of this lease and
shall not have been in  default  hereunder  more than two (2) times in any given
year or more than

<PAGE>

five (5) times in the aggregate, the security shall be reduced after the seventh
(7th)  anniversary  of the  Rent  Commencement  Date to Three  Hundred  Thousand
Dollars  ($300,000)  provided that as of such anniversary Tenant has the Minimum
Net Worth. Notwithstanding,  anything to the contrary included elsewhere herein,
Tenant  agrees that if at any time after the  reduction of security  pursuant to
this Section  42.04 (b) (if any) Tenant shall default under this Lease more than
two (2) times in any given year or more than five (5) times in the aggregate, or
the  tangible  net worth of Tenant  shall be less than the  Minimum  Net  Worth,
Tenant shall  immediately upon notice from Landlord restore the security to Five
Hundred Thousand Dollars  ($500,000).  Tenant agrees that on each anniversary of
the date  hereof,  Tenant  shall  deliver to Landlord an  unconditional  audited
financial  statement of Tenant for the prior year evidencing  Tenant's  tangible
net worth, prepared in accordance with GAAP, consistently applied from period to
period,  by an  independent  certified  public  accounting  firm  acceptable  to
Landlord    (an    "Acceptable    Firm").    Landlord    hereby    agrees   that
PricewaterhouseCoopers,  LLP or another so- called "Big 5" accounting firm shall
be deemed acceptable to Landlord.

               42.05 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  within  ninety (90) days after the date
fixed as the end of this Lease and after  delivery of entire  possession  of the
demised premises to Landlord. In the event of a sale of the Land and Building or
leasing of the Building, Landlord shall transfer any interest it may have in the
Security Letter to the vendee or lessee and Landlord shall thereupon be released
by Tenant from all liability for the return of such  Security  Letter,  provided
such vendee or lessee assumes any  responsibilities  of Landlord with respect to
such Security  Letter,  and Tenant agrees to look solely to the new landlord for
the return of said Security Letter;  and it is agreed that the provisions hereof
shall apply to every transfer or assignment made of the Security Letter to a new
landlord.  Tenant  further  covenants  that it will not  assign or  encumber  or
attempt to assign or encumber the monies  deposited  herein as security and that
neither  Landlord  nor its  successors  or  assigns  shall  be bound by any such
assignment,  encumbrance,  attempted assignment or attempted encumbrance. In the
event of a sale of the Building  Landlord shall have the right to require Tenant
to deliver a replacement  Security Letter naming the new landlord as beneficiary
and, if Tenant shall fail to timely  deliver the same, to draw down the existing
Security  Letter  and  retain  the  proceeds  as  security   hereunder  until  a
replacement Security Letter is delivered.

<PAGE>

                                   ARTICLE 43

                                   PARTNERSHIP

               43.01 If Tenant (or any permitted assignee of Tenant from time to
time) is a  partnership,  the liability of each of the partners  comprising  the
partnership  Tenant shall be joint and several.  The  technical  dissolution  of
Tenant  by  reason  of  the  death,  retirement,   resignation,   bankruptcy  or
adjudication  of  incompetency  of one or more  partners,  shall not affect this
Lease or the liability  thereunder  of the partners,  and Tenant agrees that the
partnership shall nevertheless  continue as Tenant with respect to the remaining
partners.  Similarly,  a merger or consolidation  with another firm shall not be
deemed a sublease or assignment or a violation of the provisions of this Lease.

               43.02 Upon  execution  of this Lease by Landlord and Tenant shall
promptly deliver to Landlord a list of the names and residence  addresses of all
existing partners  comprising the partnership Tenant. In the event Tenant admits
any new partners,  Tenant agrees,  within thirty (30) days  thereafter,  to give
notice to  Landlord of that fact and of the name and  residence  address of each
new partner,  together with such reasonable proof as Landlord shall require that
all of such  new  partners  have in  writing  assumed  performance  of  Tenant's
obligations under this Lease.

               43.03 In the event of a merger or  consolidation,  Tenant agrees,
within thirty (30) days thereafter,  to give notice to Landlord of that fact and
all of the  names and  residence  addresses  of the  partners  of the  merged or
consolidated firm, together with such reasonable proof as Landlord shall require
that all of such  partners  have in  writing  assumed  performance  of  Tenant's
obligations under this Lease.

                                   ARTICLE 44

                                    SUBLEASE

               44.01 Notwithstanding  anything to the contrary contained herein,
Tenant acknowledges that this Lease is a sublease of the demised premises and is
subject and subordinate to all of the terms, covenants,  conditions,  agreements
and  provisions  in the lease  dated May 1, 1957  between  Prudential  Insurance
Company of  America,  as landlord  and  Landlord's  predecessor-in-interest,  as
tenant,  and in the sublease dated June 27, 1958 between  500-512 Seventh Avenue
Associates, as sublessor and Landlord's  predecessor-in-interest (such lease

<PAGE>

and sublease as the same has been amended and assigned are hereinafter severally
and  collectively  called  the  "Superior  Documents").  Landlord  warrants  and
represents that nothing in the Superior  Documents  prohibits the making of this
Lease or the terms thereof and that the Superior Documents are in full force and
effect.

               44.02 Anything in this Lease to the contrary notwithstanding,  if
there  exists a breach by  Landlord of any of its  obligations  under this Lease
caused  solely by a  corresponding  breach  by the  lessor  under  any  Superior
Document of its obligations  thereunder,  then and in such event,  Tenant's sole
remedy  against  Landlord in the event of any such breach of  obligations  under
this  Lease,  shall be the  right to  pursue a claim at  Tenant's  sole cost and
expense in the name of Landlord  against  such lessor.  Landlord  agrees that it
will, at Tenant's expense, cooperate with Tenant in the pursuit of such claim.

               44.03 Landlord and Tenant agree that the leasehold estate created
by this  Lease  shall not merge with any other  estate  held by  Landlord  or an
affiliate of Landlord in the property of which the demised  premises form a part
or any other  interest of Landlord in the  demised  premises  and the  Building,
unless Landlord shall expressly elect to have such estates merge.

                                   ARTICLE 45

                              INTENTIONALLY OMITTED



                                   ARTICLE 46

                              INTENTIONALLY OMITTED


                                   ARTICLE 47

                                ADDITIONAL SPACE

        47.01 Effective as of February 1, 2002 or such earlier date as the Added
Space (as hereinafter defined) shall be made available for Tenant's Occupancy in
accordance  with  Section  2.01  above  (hereinafter  called  the  "Added  Space
Inclusion  Date"),  there shall be added to and included in the demised premises
the remaining portion of the seventeenth (17th) floor of the Building not

<PAGE>

previously  demised  hereunder,  as shown on the floor  plan  annexed  hereto as
Exhibit  F (such  additional  space is  hereinafter  referred  to as the  "Added
Space").

        47.02 The inclusion of the Added Space in the demised  premises shall be
subject to and in accordance  with all of the terms and conditions of this Lease
as  modified  by the  following  terms and  conditions,  all of which shall take
effect as of the Added Space Inclusion Date:

               (a) The Added Space shall be deemed  added to and included in the
Demised  Premises for the period beginning on the Added Space Inclusion Date and
ending on the Expiration Date.

               (b) The fixed annual rent payable  under  provisions of Article 1
of this Lease shall be increased by the following amounts:

                      (i) Two Hundred Twenty-Four  Thousand Three Hundred Twenty
               Dollars  ($224,320.00)  per annum for the period beginning on the
               date  which  is  three  (3)  months  following  the  Added  Space
               Inclusion   Date  and  ending  on  the  last  day  of  the  month
               immediately  preceding  the month in which occurs the fifth (5th)
               anniversary of the Rent Commencement Date;

                      (ii)  Two  Hundred   Thirty-Five   Thousand  Five  Hundred
               Thirty-Six  Dollars   ($235,536.00)  per  annum  for  the  period
               beginning on the first day of the month in which occurs the fifth
               (5th) anniversary of the Rent Commencement Date and ending on the
               Expiration Date.

               (c) Tenant's  Proportionate  Share, as defined in Section 3.01(b)
hereof, shall be increased from 4.35% to 5.45%;

               (d) The Wage Rate  Multiple set forth in Section  3.01(k)  hereof
shall be increased from 22,246 to 27,854;

               (e) Tenant  shall be entitled to an  additional  Base Work Credit
and  Tenant's  Work  Credit  (as such  terms  are  hereinafter  defined),  to be
distributed  in  accordance  with Sections  50.07 and 50.08 below,  in an amount
equal to  $22,432  and  $196,280,  respectively,  multiplied  by a  number,  the
numerator of which is number of full months  remaining in the Lease term through
the Expiration Date and the denominator of which is 120; and

               (f) Tenant shall immediately increase the security deposited with
Landlord in accordance  with Article 42 by $90,000,  which such amount shall not
be subject to  reduction  pursuant to Section  42.04 above (so that the $500,000
and $300,000  figures set forth in Section  42.04 above  shall,  as of the Added
Space   Inclusion   Date,   be  deemed   increased  to  $590,000  and  $390,000,
respectively, for

<PAGE>

purposes of such Section 42.04).

        47.03 Tenant  agrees to accept the Added Space in its "as is"  condition
and  state  of  repair  existing  as of  the  Added  Space  Inclusion  Date  and
understands  and agrees that Landlord shall perform no work and incur no cost or
expense in  connection  with the  preparation  of the Added  Space for  Tenant's
occupancy, except as hereinabove provided (i.e., Landlord shall perform the work
described  in Section  2.01 prior to the Added Space  Inclusion  Date).  Without
limiting the  generality of the foregoing,  the rent  abatement  provided for in
Section 1.05 hereof shall not apply with respect to the Added Space.

        47.04 (a) Tenant acknowledges that the Added Space is currently occupied
and will likely continue to be occupied until the Existing Lease Expiration Date
(as  hereinafter  defined)  Tenant  shall have no claim  against  Landlord,  and
Landlord  shall  have no  liability  to  Tenant,  by reason of the  delivery  of
possession  of the  Added  Space to Tenant  after the date set forth in  Section
47.01 as intended  to be the Added  Space  Inclusion  Date.  The parties  hereto
further  agree that the failure to have the Added Space  available for occupancy
by Tenant on the date set forth in  Section  47.01 as  intended  to be the Added
Space Inclusion Date shall in no way affect the obligations of Tenant  hereunder
except as  hereinafter  expressly set forth,  nor shall the same be construed in
any way to extend the term of this Lease.  Landlord shall use reasonable efforts
to obtain  and  deliver  possession  of the  Added  Space to  Tenant,  including
commencement of summary  proceedings  against the tenant currently occupying the
Added Space and holding-over  under expired leases.  In the event Landlord fails
to deliver the Added Space to Tenant on the date set forth in Section  47.01 and
intended to be the Added Space Inclusion Date, Landlord shall not be required to
perform  any of  Landlord's  Work on the Added  Space  until the Added  Space is
vacant and has been  delivered to Tenant and the fixed annual rent for the Added
Space not so  delivered  to Tenant  shall  abate for three (3) months  following
delivery of the Added Space to Tenant,  as more particularly set forth in clause
(b) (i) of Section  47.02.  This Section  47.04 shall be deemed to be an express
provision to the contrary of Section 223-a of the Real Property Law of the State
of New York and any other law of like import now or hereafter in force.

                      (b)    Notwithstanding anything to the contrary in Section
41.07 or this Article 47, if Landlord is unable,  for any reason, to deliver the
Added Space to Tenant on or before July 1, 2002, then, at Tenant's option, to be
exercised by notice to Landlord given on or before July 15, 2002, Landlord's and
Tenant's  obligations  under this Article 47 shall terminate and the Added Space
shall not be leased to Tenant, but may be leased by Landlord to any other party,

<PAGE>

free and clear of Tenant's  rights  under this Article 47.  Landlord  represents
that the  lease to the  existing  tenant  of the  Added  Space is set to  expire
pursuant  to its terms on  January  31,  2002 (the  "Existing  Lease  Expiration
Date").

                                   ARTICLE 48

                              INTENTIONALLY OMITTED



                                   ARTICLE 49

                              INTENTIONALLY OMITTED

                                   ARTICLE 50
                      LAYOUT AND FINISH; TENANT WORK CREDIT

        50.01 Tenant  hereby  covenants and agrees that Tenant will, at Tenant's
own cost and expense,  and in a good and workmanlike  manner,  make and complete
the work and  installations  in and to the demised  premises  set forth below in
such  manner  so that  the  demised  premises  will be  tasteful  and  dignified
executive and administrative offices.

        50.02 Tenant, at Tenant's  expense,  shall prepare a final plan or final
set of plans and  specifications  (which said plan or set of plans,  as the case
may be, and  specifications are hereinafter called the "final plan") which shall
contain complete  information and dimensions  necessary for the construction and
finishing of the demised premises. The final plan shall be submitted to Landlord
for  Landlord's  written  approval  which  approval  shall  not be  unreasonably
withheld or delayed with respect to work which is interior,  non-structural  and
does not adversely affect Building Systems,  the exterior of the Building or any
area of the Building outside the demised premises.  Landlord shall not be deemed
unreasonable  in  withholding  its  consent  to the  extent  that the final plan
prepared by Tenant  pursuant  hereto  involves  the  performance  of work or the
installation  in the demised  premises of materials  or  equipment  which do not
equal or exceed the  standard  of quality of  Building  Standard  installations.
Tenant  shall  reimburse  Landlord  promptly  upon  demand  for any  reasonable,
out-of-pocket  costs and  expenses  incurred  by  Landlord  in  connection  with
Landlord's  review of the final  plan.  Landlord  agrees to respond to  Tenant's
initial request for approval of the final plan within fifteen (15) Business Days
and to Tenant's request for modifications  thereof or changes thereto

<PAGE>

within ten (10) Business Days, following Tenant's request therefor.

        50.03 In substantial accordance with the final plan, Tenant, at Tenant's
expense,  will make and  complete  in and to the demised  premises  the work and
installations  including,  without  limitation,  renovation  of the common  area
(including the common area bathrooms) on the 16th Floor of the Building (despite
the fact that Tenant is not initially occupying the entire 16th Floor hereunder)
(hereinafter  collectively  called "Tenant's Work") specified in the final plan.
Tenant  agrees that  Tenant's  Work will be  performed  with the least  possible
disturbance  to  the  occupants  of  other  parts  of  the  Building  and to the
structural and mechanical parts of the Building as is reasonably  possible,  and
Tenant will, at its own cost and expense,  leave all  structural  and mechanical
parts of the  Building  which shall or may be affected by Tenant's  Work in good
and workmanlike  operating condition.  Tenant, in performing Tenant's Work will,
at its  own  cost  and  expense,  promptly  comply  with  all  laws,  rules  and
regulations of all public authorities  having  jurisdiction in the Building with
reference  to  Tenant's  Work.  If any act or  omission of Tenant or its general
contractor,  subcontractors  or agents  render the Building of which the demised
premises are a part liable to any mechanic's  lien or other lien and if any such
lien or liens be filed against the Building of which the demised  premises are a
part, or against  Tenant's  Work, or any part thereof,  Tenant will, at Tenant's
own cost and expense, promptly remove the same of record, by payment or bonding,
within  thirty  (30) days after the filing of such lien or liens;  or in default
thereof,  Landlord  may cause any such lien or liens to be  removed of record by
payment of bond or otherwise,  as Landlord may elect, and Tenant shall reimburse
Landlord for all costs and expenses  incidental  to the removal of any such lien
or liens incurred by Landlord. Tenant shall indemnify and save harmless Landlord
of and from all claims,  counsel fees, loss,  damage and expenses  whatsoever by
reason of any liens,  charges or  payments  of any kind  whatsoever  that may be
incurred or become  chargeable  against  Landlord  or the  Building of which the
demised premises are a part, or Tenant's Work or any part thereof,  by reason of
any work done or to be done or materials furnished or to be furnished to or upon
the demised  premises in connection with Tenant's Work.  Tenant hereby covenants
and agrees to  indemnify  and save  harmless  Landlord  of and from all  claims,
counsel fees,  loss,  damage and expenses  whatsoever by reason of any injury or
damage,  howsoever  caused,  to any person or  property  occurring  prior to the
completion of Tenant's Work or occurring after such  completion,  as a result of
anything  done or omitted in  connection  therewith  or arising out of any fine,
penalty or  imposition  or out of any other matter or thing  connected  with any
work done or to be done or materials  furnished or to be furnished in connection
with Tenant's  Work. At any and all times during the progress of Tenant's  Work,
Landlord shall be entitled to have a representative  or  representatives  on the
site to inspect Tenant's Work and

<PAGE>

such  representative or representatives  shall have free and unrestricted access
to any and  every  part of the  demised  premises  upon  reasonable  notice  and
provided such access shall not unduly disrupt Tenant's Work. Tenant shall advise
Landlord in writing of Tenant's  general  contractor who is to do Tenant's Work,
and such  general  contractor  shall be  subject  to  Landlord's  prior  written
approval,  which shall not be unreasonably  withheld or delayed; such contractor
shall,  to the extent  permitted by law, use  subcontractors  and  employees for
Tenant's  Work who will  work  harmoniously  with  other  employees  on the job.
Notwithstanding  the  foregoing,   Tenant  shall  use  the  life  safety  system
subcontractor  designated  by Landlord (and  charging  commercially  competitive
rates) to perform any work to connect  Tenant's  installations to the Building's
life safety system.

        50.04  Tenant  shall,  at  Tenant's  sole  cost  and  expense,  file all
necessary  architectural plans and obtain all necessary approvals and permits in
connection with Tenant's Work being performed by it pursuant to this Article 50.
Tenant shall submit to Landlord  Tenant's final plans for  Landlord's  review no
later than May 30, 2000.

        50.05 The following conditions shall also apply to Tenant's Work:

                      (i) all Tenant's  Work shall be of material,  manufacture,
design,  capacity and color at least equal to the  standard  adopted by Landlord
for the Building (hereinafter called "Building Standard");

                      (ii)  Tenant,  at  Tenant's  expense,  shall  (i) file all
required  architectural,  mechanical  and  electrical  drawings  and  obtain all
necessary permits,  and (ii) furnish and perform all engineering and engineering
drawings in  connection  with  Tenant's  Work.  Tenant shall  obtain  Landlord's
approval of the  drawings  referred to in (i) and (ii)  hereof,  which  approval
shall not be unreasonably withheld or delayed;

                      (iii) Tenant shall use an engineer  reasonably approved by
Landlord with respect to the  preparation of Tenant's  engineering  drawings for
Tenant's Work;

                      (iv)  All of the  provisions  of  Articles  6 and 8 hereof
shall apply to Tenant's performance of Tenant's Work; and

                      (v) Tenant's Work shall be completed no later than October
31, 2000 subject to delays beyond Tenant's control.

<PAGE>

        50.06 Tenant  agrees to install the Units (as defined in Section  21.05)
as part of  Tenant's  Work and to perform  all work  necessary  to  upgrade  the
restrooms on the sixteenth (16th) and seventeenth  (17th) floors of the Building
on which the demised  premises  are  located,  in  compliance  with the Building
Standards and all legal requirements  (collectively,  the "Base Work"). Landlord
shall allow Tenant a credit not to exceed the amount of One Hundred  Seventy-Two
Thousand Five Hundred Forty-Six Dollars  ($172,546.00)  (hereinafter  called the
"Base Work  Credit"),  which credit shall be applied solely against the cost and
expense  incurred in  connection  with the Base Work. In the event that the cost
and  expense of the Base Work shall  exceed the amount of the Base Work  Credit,
Tenant shall be entirely responsible for such excess. In the event that the cost
and expense of Base Work shall be less than the amount of the Base Work  Credit,
then the amount of the Base Work Credit shall be reduced accordingly.

        50.07  Landlord  shall allow Tenant a credit not to exceed the amount of
Seven  Hundred  Seventy-Eight  Thousand  Six Hundred  Ten Dollars  ($778,610.00)
(hereinafter  called the "Tenant's Work Credit"),  which credit shall be applied
solely against the cost and expense  incurred in performing  Tenant's Work other
than the Base Work.  In the event that the cost and expense of the Tenant's Work
(exclusive  of the Base Work) shall  exceed the amount of Tenant's  Work Credit,
Tenant shall be entirely responsible for such excess. In the event that the cost
and expense of Tenant's Work (exclusive of the Base Work) shall be less than the
amount of Tenant's Work Credit, then the amount of Tenant's Work Credit shall be
reduced accordingly.

               50.08 (a) Provided Tenant shall not be in default under the terms
of this Lease beyond applicable notice and cure periods,  Landlord hereby agrees
to make  periodic  payments of up to ninety  (90%) of the  Tenant's  Work Credit
and/or  the Base  Work  Credit to Tenant  as  Tenant's  Work and the Base  Work,
respectively,   progresses,   in  accordance   with  the  terms  and  conditions
hereinafter  set forth (the "Work Payment  Conditions")  in this subsection (a).
Tenant shall submit to Landlord from time to time,  but not more often than once
per month,  requisitions  (herein  referred to as "Tenant's  Request")  for such
periodic  payment with respect to the  portion(s)  of Tenant's Work and the Base
Work performed  subsequent to the  immediately  preceding  Tenant's  Request (if
any), together with the following:

                      (i)  copies  of   invoices   from  the   contractors   and
subcontractors  who  performed  the portions of Tenant's  Work and the Base Work
referred to in such Tenant's Request, and from the materialmen and suppliers who
supplied the materials and supplies referred to in such Tenant's Request;

<PAGE>

                      (ii) a  certificate  from  Tenant's  architect  or general
contractor  or  construction  manager that (1) such portion of the Tenant's Work
and  the  Base  Work  , as  applicable,  has  been  substantially  completed  in
accordance  with the final plan and revisions  thereto  theretofore  approved by
Landlord;  and (2) there are no uncured violations of record as a result of such
portion of the Tenant's Work or the Base Work, as applicable; and

                      (iii)  lien waivers from Tenant's general contractor and
construction  manager,  and each major (for  purposes  hereof,  a major shall be
deemed to mean a  subcontractor,  materialman  or supplier  under contract in an
amount in excess of $10,000.00)  subcontractor,  materialman and supplier to the
extent of the amount paid to such parties through the requisition preceding such
Tenant's Request.

        Promptly  following  any Tenant's  Request  together  with the aforesaid
accompanying  documentation,  Landlord shall have the right to enter the demised
premises for the purpose of verifying that such portion of Tenant's Work and the
Base Work  covered by  Tenant's  Request  has been  performed  substantially  in
accordance with the Tenant's Plans and revisions thereto theretofore approved by
Landlord. If the Work Payment Conditions have been satisfied, then within thirty
(30) days  after  Landlord's  receipt of  Tenant's  Request,  together  with the
accompanying documentation, Landlord shall pay to Tenant the amount shown on the
"Current Payment Due" on the Tenant's Request.  The balance of the Tenant's Work
Credit and/or the Base Credit, if any, after the completion of Tenant's Work and
the Base  Work,  respectively,  shall be paid to Tenant in  accordance  with the
terms and conditions set forth in paragraph (b) below.

                      (b) Subject to the  provisions of this  Section,  Landlord
hereby  agrees to pay the balance of the  Tenant's  Work Credit  and/or the Base
Work Credit,  in accordance  with the terms and  conditions  hereinafter in this
subsection  (b) (the "Final Work Payment  Conditions").  After the completion of
the  Tenant's  Work and the  Base  Work,  Tenant  shall  submit  to  Landlord  a
requisition  (herein  referred to as the "Final Request") for the balance of the
Tenant's Work Credit and/or the Base Work Credit, together with the following:

                      (i) a  certificate  from  Tenant's  architect  or  general
contractor or construction  manager that (1) all Tenant's Work and the Base Work
has been completed in substantial  accordance with the final plans and revisions
thereto theretofore approved by Landlord; (2) there are no uncured violations of
record,  as a result of any of the Tenant's Work or Base Work;  and all Tenant's
Work and the Base Work has been paid for in full;

<PAGE>

                      (ii) a general  release  and lien  waivers  from  Tenant's
general contractor,  and each major subcontractor,  materialman and supplier and
any other lien waiver Tenant has received in  connection  with Tenant's Work and
the Base Work;

                      (iii) copies of all New York City Building  Department and
New  York  City  Fire  Department  sign-offs,   inspection  certificates  and/or
self-certifications  by Tenant's subcontrators and/or any permits required to be
issued by any governmental  entity having  jurisdiction  thereover to the extent
required to permit the lawful occupancy of the demised premises by Tenant; and

                      (iv) two (2) copies of CAD "as built" plans of the demised
premises, or if Tenant has not had such CAD "as builts" prepared, the final plan
as finally  approved by Landlord and filed with the New York City  Department of
Buildings,  legibly marked with all field changes made during the performance of
Tenant's  Work and Base Work (other than de minimis  changes)  and  certified by
Tenant's architect as containing all such field changes.

                      (c) Promptly following the Final Request together with the
aforesaid accompanying documentation, Landlord shall have the right to enter the
demised  premises for the purpose of verifying that all of the Tenant's Work and
the Base Work has been completed and performed  substantially in accordance with
the final plan and revisions thereto  theretofore  approved by Landlord.  If the
Final Work Payment Conditions have been satisfied,  then within thirty (30) days
after  Landlord's  receipt of the Final Request  together with the  accompanying
documentation,  Landlord  shall pay to Tenant the balance of the  Tenant's  Work
Credit and/or the Base Credit.

               50.09  Tenant  acknowledges  that as of the date hereof there are
separate Class E systems and sprinkler  risers for the Building and that certain
building known and located at 500 Seventh  Avenue,  New York, New York (the "500
Building").  Tenant  further  acknowledges  that  during the term of this Lease,
Landlord in its sole  election,  may combine the lobbies of the Building and the
500 Building  Landlord  into a single lobby in a location on the street level to
be selected by Landlord,  in its sole discretion,  and unify the Class E systems
for the Building.  In the event  Landlord  shall elect to combine the lobbies of
the Building  and the 500  Building  and unify the Class E systems,  then Tenant
shall make all necessary  modifications and install all necessary devices within
the demised  premises to comply with applicable laws and  regulations.  Landlord
shall  reimburse  Tenant for any  reasonable  actual  out-of-pocket  expenses to
modify  the Class E systems  in the  demised

<PAGE>

premises incurred by Tenant as a result of Landlord's combining such lobbies and
unifying the Class E system of the Building and the 500 Building.  In connection
with the  performance  of  Tenant's  Work,  Landlord  shall  provide to Tenant a
reasonable  number of connection  points (at least one connection point on every
third (3rd) floor of the Building) to the Building's fire safety system to which
it may connect its smoke detectors and other life safety and security devices in
the demised  premises to comply with the  applicable  laws,  including,  without
limitation,  New York City local law; provided,  however, Tenant shall solely be
responsible for the cost of making such connection.

                                     * * * *

            [The remainder of this page is left intentionally blank;
                          the signature page follows.]

<PAGE>

               IN  WITNESS  WHEREOF,   Landlord  and  Tenant  have  respectively
executed this Lease as of the day and year first above written.


                      LANDLORD:

                      500-512 SEVENTH AVENUE LIMITED PARTNERSHIP

                      By:     500-512 ArCap LLC

                              By:    Archon Capital, L.P.

                                     By:    WH MezzCo GP, L.L.C., its General
                                            Partner


                                            By:    /s/ Illegible
                                               ---------------------------------
                                                   Name:
                                                   Title:

                                     By:    GS MezzCo GP, L.L.C., its General
                                            Partner


                                     By:  /s/ Robert Christie
                                         ---------------------------------------
                                            Name:   Robert Christie
                                            Title:


<PAGE>

                      TENANT:

                      THCG, INC.


                      By: /s/ Evan M. Marks
                         ---------------------------
                           Name:  Evan M. Marks
                           Title: EVP



Tenant's Tax Identification Number is 87-04 15597


<PAGE>