Exhibit 10(g)

                                                                            9/99
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                           STANDARD FORM OF LOFT LEASE
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                     The Real Estate Board of New York, Inc.

AGREEMENT  OF  LEASE,  made as of this 3rd day of  October  in the  year  2001,
         between

WASHINGTON GROUP LLC ("Owner" or "Landlord")  c/o Newmark & Company Real Estate,
      Inc., having an office at 125 Park Avenue, New York, NY 10017 party of the
      first part, hereinafter referred to as OWNER, and
EMPIRE INSURANCE COMPANY ("Tenant") of 335 Adams Street, Brooklyn, NY 11201

                    party of the second part, hereinafter referred to as TENANT,

WITNESSETH:    Owner hereby leases to Tenant and Tenant hereby hires from Owner

A Portion of the Third (3rd) Floor as shown in Exhibit "A"  attached  hereto and
made a part hereof

in the building known as 45 Main Street
in the Borough of Brooklyn , City of New York, for the term of Four (4) Years

(or until such term shall  sooner cease and expire as  hereinafter  provided) to
commence on the

 1st day of January   in the year  2002 ("Commencement Date"), and to end on the
 31st day of December in the year  2005 ("Expiration Date")  , and
both dates inclusive, at an annual rental rate of

See Article 41 for the annual rental rates.

which Tenant  agrees to pay in lawful money of the United  States which shall be
legal tender in payment of all debts and dues,  public and private,  at the time
of payment,  in equal monthly  installments  in advance on the first day of each
month during said term,  at the office of Owner or such other place as Owner may
designate, without any setoff or deduction whatsoever,  except that Tenant shall
pay the first monthly  installment(s) on the execution hereof (unless this lease
be a renewal).
      In the event  that,  at the  commencement  of the term of this  lease,  or
thereafter,  Tenant shall be in default in the payment of rent to Owner pursuant
to the  terms of  another  lease  with  Owner  or with  Owner's  predecessor  in
interest,  Owner may at  Owner's  option  and  without  notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder, and
the same shall be payable to Owner as additional rent.

      The parties hereto, for themselves, their heirs, distributees,  executors,
administrators,  legal representatives,  successors and assigns, hereby covenant
as follows:
RENT:          1. Tenant shall pay the rent as above and as hereinafter provided
OCCUPANCY:     2. Tenant shall use and occupy the demised premises for
General Executive and  Administrative  Offices for an Insurance Company provided
such use is in accordance with the certificate of occupancy for the building, if
any, and for no other purpose.


ALTERATIONS:  3. Tenant  shall make no changes in or to the demised  premises of
any nature without Owner's prior written  consent.  Subject to the prior written
consent of Owner,  and to the  provisions of this article,  Tenant,  at Tenant's
expense,  may make alterations,  installations,  additions or improvements which
are  non-structural  and which do not affect  utility  services or plumbing  and
electrical  lines,  in or  to  the  interior  of  the  demised  premises,  using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
at its expense,  before  making any  alterations,  additions,  installations  or
improvements  obtain all  permits,  approvals  and  certificates  required  by a
governmental or quasi-governmental  bodies and (upon completion) certificates of
final  approval  thereof;  and shall  deliver  promptly  duplicates  of all such
permits,  approvals and certificates to Owner.  Tenant agrees to carry, and will
cause  Tenant's   contractors  and   sub-contractors  to  carry,  such  worker's
compensation, general liability, personal and property damage insurance as Owner
may require.  If any mechanic's lien is filed against the demised  premises,  or
the building of which the same forms a part,  for work claimed to have been done
for, or materials  furnished  to,  Tenant,  whether or not done pursuant to this
article,  the same  shall be  discharged  by  Tenant  within  thirty  (30)  days
thereafter,  at Tenant's  expense,  by payment or filing a bond as  permitted by
law. All fixtures and all paneling, partitions, railings and like installations,
installed  in the demised  premises at any time,  either by Tenant a by Owner on
Tenant's  behalf,  shall,  upon  installation,  become the property of Owner and
shall remain upon and  surrendered  with the demised  premises  unless Owner, by
notice to Tenant no later then  twenty  (20) days prior to the date fixed as the
termination  of this lease,  elects to  relinquish  Owner's right thereto and to
have them  removed by Tenant,  in which event the same shall be removed from the
demised  premises by Tenant prior to the  expiration  of the lease,  at Tenant's
expense.  Nothing in this article  shall be construed to give Owner title to, or
to prevent  Tenant's  removal of, trade fixtures,  moveable office furniture and
equipment,  but upon removal of same from the demised premises,  or upon removal
of other  installations as may be required by Owner,  Tenant shall  immediately,
and at its  expense,  repair end restore the demised  premises to the  condition
existing  prior to any such  installations,  and  repair  damage to the  demised
premises or the building due to such removal. All property permitted or required
to be removed by Tenant at the end of the term remaining in the demised premises
after  Tenant's  removal  shall be deemed  abandoned and may, at the election of
Owner,  either be  retained  as Owner's  property  or removed  from the  demised
premises by Owner, at Tenant's expense.

REPAIRS:  4. Owner  shall  maintain  and repair the  exterior  of and the public
portions of the building.  Tenant shall, throughout the term of this lease, take
good  care  of  the  demised  premises  including  the  bathrooms  and  lavatory
facilities (if the demised premises encompass the entire floor of the building),
the windows and window frames, and the fixtures and appurtenances  therein,  and
at Tenant's sole cost and expense  promptly make all repairs  thereto and to the
building whether structural or non-structural in nature, caused by, or resulting
from,  the  carelessness,  omission,  neglect  or  improper  conduct  of Tenant,
Tenant's servants, employees, invitees, or licensees, and whether or not arising
from  Tenant's  conduct or omission  when  required by other  provisions of this
lease,  including Article 6. Tenant shall also repair all damage to the building
and the demised premises caused by the moving of Tenant's fixtures, furniture or
equipment.  All the aforesaid  repairs shall be of quality or class equal to the
original work or construction.  If Tenant fails,  after ten 10) days notice,  to
proceed with due  diligence to make repairs  required to be made by Tenant,  the
same may be made by Owner at the  expense of Tenant,  and the  expenses  thereof
incurred by Owner shall be collectible, as additional rent, after rendition of a
bill or statement  therefor.  If the demised premises be or become infested with
vermin, Tenant shall, at its expense, cause the same to be exterminated.  Tenant
shall give Owner  prompt  notice of any  defective  condition  in any  plumbing,
heating system or electrical lines located in the demised premises and following
such notice,  Owner shall remedy the condition  with due  diligence,  but at the
expense of Tenant, if repairs are necessitated by damage or injury  attributable
to Tenant,  Tenant's  servants,  employees,  invitees or licensees as aforesaid.
Except as specifically  provided in Article 9 or elsewhere in this lease,  there
shall be no  allowance  to  Tenant  for a  diminution  of  rental  value  and no
liability on the part of Owner by reason of  inconvenience,  annoyance or injury
to business  arising from Owner,  Tenant or others making or failing to make any
repairs,  alterations,  additions  or  improvements  in or to any portion of the
building or the demised  premises,  or in and to the fixtures,  appurtenances or
equipment thereof.  It is specifically  agreed that Tenant shall not be entitled
to any setoff or  reduction  of rent by reason of any failure of Owner to comply
with the  covenants of this or any other  article of this lease.  Tenant  agrees
that  Tenant's  sole remedy at law in such  instance will be by way of an action
for  damages  far breach of  contract.  The  provisions  of this  Article 4 with
respect to the  making of  repairs  shall not apply in the case of fire or other
casualty with regard to which Article 9 hereof shall apply.

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

REQUIREMENTS OF LAW, FIRE INSURANCE,  FLOOR LOADS: 6. Prior to the  commencement
of the lease term, if Tenant is then in possession, and at all times thereafter,
Tenant  shall,  at  Tenant's  sole cost and  expense,  promptly  comply with all
present and future laws, orders and regulations of all state, federal, municipal
and local governments,  departments, commissions and boards and any direction of
any public officer pursuant to law, and all orders, rules and regulations of the
New York Board of Fire  Underwriters,  Insurance Services Office, or any similar
body which shall impose any  violation,  order or duty upon Owner or Tenant with
respect to the demised  premises,  whether or non arising out of Tenant's use or
manner of use  thereof,  or,  with  respect to the  building,  if arising out of
Tenant's use or manner of use of the demised premises of the building (including
the use  permitted  under the  lease).  Except as provided in Article 30 hereof,
nothing  herein shall require Tenant to make  structural  repairs or alterations
unless  Tenant has,  by its manner of use of the  demised  premises or method of
operation  therein,   violated  any  such  laws,   ordinances,   orders,  rules,
regulations or requirements with respect thereto.  Tenant shall not do or permit
any act or thing to be done in or to the demised  premises  which is contrary to
law, or which will invalidate or be in conflict with public  liability,  fire or
other  policies of insurance at any time carried by or for the benefit of Owner.
Tenant  shall  not  keep  anything  in the  demised  premises  except  as now or
hereafter  permitted by the Fire Department,  Board of Fire  Underwriters,  Fire
Insurance Rating  Organization and other authority having  jurisdiction and then
only in such manner and such  quantity  so as not to increase  the rate for fire
insurance  applicable to the building,  nor use the demised premises in a manner
which will increase the insurance rate for the building or any


                     Please initial here: Landlord _______        Tenant _______
<PAGE>

Property  located  therein  over that in  effect  prior to the  commencement  of
Tenant's  occupancy.  If by reason of failure to comply with the  foregoing  the
fire  insurance  rate  shall,  at the  beginning  of this  lease  or at any time
thereafter,  be higher than it otherwise  would be, then Tenant shall  reimburse
Owner,  as additional  rent  hereunder,  for that portion of all fire  insurance
premiums  thereafter paid by Owner which shall have been charged because of such
failure by  Tenant.  In any action or  proceeding  wherein  Owner and Tenant are
parties,  a schedule or "make-up"  or rate for the building or demised  premises
issued a body making fire insurance  rates  applicable to said premises shall be
conclusive  evidence of the facts  therein  stated and of the several  items and
charges in the fire insurance  rates then  applicable to said  premises.  Tenant
shall  not place a load upon any floor of the  demised  premises  exceeding  the
floor load per  square  foot area  which it was  designed  to carry and which is
allowed by law. Owner reserves the right to prescribe the weight and position of
all safes, business machines and mechanical equipment.  Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings sufficient,
in Owner's judgment, to absorb and prevent vibration, noise and annoyance.

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

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

DESTRUCTION, FIRE, AND OTHER CASUALTY: 9. (a) If the demised or any part thereof
shall be damaged by fire or other casualty,  Tenant shall give immediate  notice
thereof to Owner and this lease shall  continue in full force and effect  except
as hereinafter set forth. (b) If the demised  premises are partially  damaged or
rendered partially unusable by fire or other casualty, the damages thereto shall
be repaired  by, and at the expense of,  Owner,  and the rent and other items of
additional rent, until such repair shall be  substantially  completed,  shall be
apportioned  from the day  following  the casualty  according to the part of the
demised  premises  which is usable.  (c) If the  demised  premises  are  totally
damaged or rendered wholly unusable by fire or other casualty, then the rent and
other  items of  additional  rent as  hereinafter  expressly  provided  shall be
proportionately  paid up to the time of the casualty and thenceforth shall cease
until the date when the demised  premises  shall have been repaired and restored
by Owner (a sooner  reoccupied in part by Tenant then rent shall be  apportioned
as provided in subsection  (b) above),  subject to Owner's right to elect not to
restore  the  same as  hereinafter  provided  (d) If the  demised  premises  are
rendered wholly unusable or (whether or not the demised  premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide to
demolish a or to rebuild it,  then,  in any of such  events.  Owner may elect to
terminate this lease by written  notice to Tenant,  given within ninety 90) days
after  such  fire a  casualty,  or  thirty  (30) days  after  adjustment  of the
insurance  claim for such fire or casualty,  whichever  is sooner,  specifying a
date for the  expiration  of the lease,  which date shall not be more than sixty
(60) days after the giving of such notice,  and upon the date  specified in such
notice the term of this lease shall  expire as fully and  completely  as if such
date were the date set forth above for the termination of this lease, and Tenant
shall  forthwith  quit,  surrender  and  vacate  the  demised  premises  without
prejudice however, to Owner's rights and remedies against Tenant under the lease
provisions in effect prior to such termination, and any rent owing shall be paid
up to such date of casualty  and any  payments of rent made by Tenant which were
on account  of any period  subsequent  to such date  shall  returned  to Tenant.
Unless  Owner shall serve a  termination  notice as provided  for herein,  Owner
shall make the  repairs and  restorations  under the  conditions  of (b) and (c)
hereof; with all reasonable  expedition,  subject to delays due to adjustment of
insurance  claims,  labor troubles and causes beyond Owner's control.  After any
such casualty,  Tenant shall cooperate with Owner's restoration by removing from
the  demised  premises  as  promptly  as  reasonably  possible,  all of Tenant's
salvageable  inventory and movable equipment,  furniture,  and other property at
Owner's expense. Tenant's liability for rent shall resume thirty (30) days after
written notice from Owner that the demised premises are substantially  ready for
Tenant's

[GRAPHIC OMITTED] RIDER TO BE ADDED IF NECESSARY.

occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability
that may  exist as a result  of damage  from  fire or other  casualty  caused by
Tenant.  Notwithstanding the foregoing,  including Owner's obligation to restore
under  subparagraph  (b) above,  each party shall look first to any insurance in
its favor before  making any claim against the other party for recovery for loss
or damage  resulting  from fire or other  casualty,  and to the extent that such
insurance is in force and collectible, and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery with respect to
subparagraphs  (b),  (d) and (e) above,  against  the other or any one  claiming
through or under each of them by way of  subrogation  or otherwise.  The release
and waiver  herein  referred to shall be deemed to include any loss or damage to
the demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. The foregoing release and waiver shall be
in force only if both releasors'  insurance  policies contain a clause providing
that such a release or waiver shall not invalidate the insurance. If, and to the
extent,  that such  waiver can be  obtained  only by the  payment of  additional
premiums,  then the party  benefiting  from the  waiver  shall pay such  premium
within ten (10) days after written demand or shall be deemed to have agreed that
the party obtaining  insurance  coverage shall be free of any further obligation
under the  provisions  hereof  with  respect  to waiver of  subrogation.  Tenant
acknowledges  that Owner will not carry insurance on Tenant's  furniture  and/or
furnishings  or  any  fixtures  or  equipment,  improvements,  or  appurtenances
removable  by Tenant,  and agrees that Owner will not he obligated to repair any
damage  thereto or replace the same.  (f) Tenant hereby waives the provisions of
Section  227 of the Real  Property  Law and agrees that the  provisions  of this
article shall govern and control in lieu thereof.

EMINENT  DOMAIN:  10. If the whole or any part of the demised  premises shall be
acquired or  condemned  by Eminent  Domain for any public or quasi public use or
purpose,  then  and in that  event,  the  term of this  lease  shall  cease  and
terminate  from the date of title  vesting in such  proceeding  and Tenant shall
have no claim for the value of any  unexpired  term of said lease.  Tenant shall
have the right to make an independent claim to the condemning  authority for the
value of Tenant's  moving  expenses and personal  property,  trade  fixtures and
equipment,  provided  Tenant is  entitled  pursuant to the terms of the lease to
remove such  property,  trade fixtures and equipment at the end of the term, and
provided further such claim does not reduce Owner's award.

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

ELECTRIC CURRENT:     12. Deleted Intentionally

ACCESS TO PREMISES:  13. Owner or Owner's agents shall have the right (but shall
not be  obligated)  to enter the demised  premises in any emergency at any time,
and, at other  reasonable  times,  to examine the same and to make such repairs,
replacements  and  improvements  as Owner  may  deem  necessary  and  reasonably
desirable to any portion of the building, or which Owner may elect to perform in
the demised premises after Tenant's failure to make repairs, or perform any work
which  Tenant is obligated  to perform  under this lease,  or for the purpose of
complying  with  laws,   regulations   and  other   directions  of  governmental
authorities.  Tenant shall permit Owner to use,  maintain and replace  pipes and
conduits  in and  through  the  demised  premises,  and to erect  new  pipes and
conduits therein provided, wherever possible, they are within walls or otherwise
concealed.  Owner may, during the progress of any work in the demised  premises,
take all necessary  materials and equipment into said premises  without the same
constituting an eviction., nor shall Tenant be required to any abatement of rent
while  such  work  is in  progress,  nor to any  damages  by  reason  of loss or
interruption  of business or otherwise.  Throughout  the term hereof Owner shall
have the right to enter the demised premises at reasonable hours for the purpose
of showing the same to prospective purchasers or mortgagees of the building, and
during the last six (6) months of the term for the  purpose of showing  the same
to prospective  tenants,  and may,  during said six (6) months period place upon
the demised  premises  the usual  notices "To Let" and "For Sale" which  notices
Tenant  shall permit to remain  thereon  without  molestation.  If Tenant is not
present to open and permit an entry into the demised premises,  Owner or Owner's
agents may enter the same whenever such entry may be necessary or permissible by
master key or forcibly (in the event of emergency only) and provided  reasonable
care is exercised to safeguard  Tenant's  property,  such entry shall not render
Owner or its agents liable,  therefor, nor in any event shall the obligations of
Tenant hereunder be affected.  If during the last month of the term Tenant shall
have  ceased to occupy  and  shall  have  removed  all or  substantially  all of
Tenant's property  therefrom,  Owner may immediately enter,  alter,  renovate or
redecorate  the demised  premises  without  limitation  or abatement of rent, or
incurring  liability to Tenant for any compensation,  and such act shall have no
effect on this lease or Tenant's obligation hereunder.

                     Please initial here: Landlord _______        Tenant _______
<PAGE>

VAULT,  VAULT SPACE,  AREA: L4. No vaults,  vault space or area,  whether or not
enclosed  or covered,  not within the  property  line of the  building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan,
or anything contained  elsewhere in this lease to the contrary  notwithstanding.
Owner makes no  representation  as to the location of the  property  line of the
building.  All vaults and vault space and all such areas not within the property
line of the building,  which Tenant may be permitted to use and/or occupy, is to
be used and/or  occupied under a revocable  license,  and if any such license be
revoked, or if the amount of such space or area be diminished or required by any
federal,  state or  municipal  authority or public  utility,  Owner shall not be
subject to any liability,  nor shall Tenant be entitled to any  compensation  on
diminution  or  abatement  of rent,  nor shall such  revocation,  diminution  on
requisition be deemed constructive or actual eviction. Any tax, fee or charge of
municipal  authorities for such vault or area shall be paid by Tenant if used by
Tenant, whether or not specifically leased hereunder.

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

BANKRUPTCY:   16.  (a)  Anything   elsewhere  in  this  lease  to  the  contrary
notwithstanding,  this lease may be  cancelled  by Owner by sending of a written
notice to Tenant within a reasonable time after the happening of any one or more
of the following  events:  (1) the commencement of a case in bankruptcy or under
the laws of any state naming  Tenant as the debtor;  or (2) the making by Tenant
of an assignment or any other arrangement for the benefit of creditors under any
state statute.  Neither Tenant nor any person claiming  through or under Tenant,
or by reason of any statute a order of court,  shall  thereafter  be entitled to
possession of the premises  demised,  but shall forthwith quit and surrender the
demised premises.  If this lease shall be assigned in accordance with its terms,
the  provision  of the  Article  16 shall be  applicable  only to the party then
owning Tenant's interest in this lease.
     (b) It is  stipulated  and agreed that in the event of the  termination  of
this lease pursuant to (a) hereof,  Owner shall forthwith,  notwithstanding  any
other  provisions  of this lease to the  contrary,  be entitled to recover  from
Tenant as and for liquidated damages, an amount equal to the amount by which the
rental reserved  hereunder for the unexpired portion of the term demised exceeds
the fair  and  reasonable  rental  value of the  demised  premises  for the same
period.  In  the  computation  of  such  damages  the  difference   between  any
installment of rent becoming due hereunder after the date of termination and the
fair and  reasonable  rental  value of the demised  premises  for the period for
which  such  installment  was  payable  shall  be  discounted  to  the  date  of
termination at the rate of four percent (4%) per annum. If the demised  premises
or any part thereof be relet by Owner for the unexpired  term of said lease,  or
any part thereof; before presentation of proof of such liquidated damages to any
court,  commission or tribunal,  the amount of rent reserved upon such reletting
shall be deemed to be the fair and  reasonable  rental value for the part or the
whole of the  demised  premises  so re-let  during  the term of the  re-letting.
Nothing  herein  contained  shall limit or  prejudice  the right of the Owner to
prove for and obtain as  liquidated  damages by reason of such  termination,  an
amount  equal to the maximum  allowed by any statute or rule of law in effect at
the time when, and governing the  proceedings  in which,  such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of the difference referred to above.

DEFAULT:  17. (1) if Tenant  defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent on additional rent; or if
the demised  premises  becomes vacant or deserted,  or if this lease be rejected
under ss.365 of Title 11 of the U.S. Code (Bankruptcy Code); or if any execution
or  attachment  shall be  issued  against  Tenant  or any of  Tenant's  property
whereupon the demised  premises shall be taken or occupied by someone other than
Tenant; or if Tenant shall be in default with respect to any other lease between
Owner and Tenant;  or if Tenant  shall have failed  after ten (10) days  written
notice, to redeposit with Owner any portion of the security deposited  hereunder
which Owner has applied to the payment of any rent and  additional  rent due and
payable  hereunder;  or if Tenant fails to move into or take  possession  of the
demised  premises within thirty (30) days after the  commencement of the term of
this lease, of which fact Owner shall be the sole judge; then in any one or more
of such  events,  upon Owner  serving a written  fifteen  (15 ) days notice upon
Tenant  specifying  the nature of said default and upon the  expiration  of said
fifteen  (15) days,  if Tenant  shall have  failed to comply with or remedy such
default,  or if the said default or omission  complained of shall be of a nature
that the same cannot be  completely  cured or remedied  within said fifteen (15)
day  period,  and if Tenant  shall not have  diligently  commenced  during  such
default  within such  fifteen  (15) day period,  and shall not  thereafter  with
reasonable  diligence and in good faith, proceed to remedy or cure such default,
then the provisions of Article 60 shall apply.

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

FEES AND EXPENSES:  19. If Tenant shall default in the observance or performance
of any 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,  after
notice if required,  and upon expiration of the applicable grace period, if any,
(except in an emergency),  then,  unless  otherwise  provided  elsewhere in this
lease,  Owner may immediately,  or at any time  thereafter,  and without notice,
perform the obligation of Tenant  thereunder.  If Owner,  in connection with the
foregoing,  or in  connection  with any default by Tenant in the covenant to Pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of  money,   including  but  not  limited  to  reasonable  attorneys'  fees,  in
instituting,  prosecuting on defending action or proceeding, and prevails in any
such action or  proceeding,  then Tenant will  reimburse  Owner for such sums so
paid or  obligations  incurred with interest and costs.  The foregoing  expenses
incurred by reason of Tenant's  default  shall be deemed to be  additional  rent
hereunder and shall be paid by Tenant to Owner within ten (10) days of rendition
of any bill or statement to Tenant therefore.  If Tenant's lease term shall have
expired  at the  time of  matting  of such  expenditures  or  incurring  of such
obligations, such sums shall be recoverable by Owner as damages.

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

NO  REPRESENTATIONS BY OWNER: 21. Neither Owner nor Owner's agents have made any
representations  or  promises  with  respect to the  physical  condition  of the
building,  the land upon which it is erected,  the demised premises,  the rents,
leases, expenses of operation, or any other matter or thing affecting or related
to the demised  premises or the building,  except as herein expressly set forth,
and no rights,  easements or licenses are acquired by Tenant by  implication  or
otherwise except as express[y set forth in the provisions of this lease.  Tenant
has inspected the building and the demised premises and is thoroughly acquainted
with their  condition and agrees to take the same "as-is" on the date possession
is  tendered  and  acknowledges  that the taking of  possession  of the  demised
premises by Tenant shall be conclusive evidence that the said premises,  and the
building of which the same form a part, were in good and satisfactory  condition
at the time such  possession  was so taken,  except  as to latent  defects.  All
understandings  and  agreements  heretofore  made between the parties hereto arc
merged  in this  contract,  which  alone  fully  and  completely  expresses  the
agreement  between Owner and Tenant and any executory  agreement  hereafter made
shall be ineffective to 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.

                     Please initial here: Landlord _______        Tenant _______
<PAGE>


END OF TERM:  22. Upon the  expiration on other  termination of the term of this
lease,   Tenant  shall  quit  and  surrender  to  Owner  the  demised  premises,
"broom-clean",  in good order and  condition,  ordinary  wear and damages  which
Tenant is not required to repair as provided  elsewhere in this lease  excepted,
and Tenant  shall remove all its property  from the demised  premises.  Tenant's
obligation to observe or perform this covenant  shall survive the  expiration or
other  termination of this lease.  If the last day of the term of this Lease, or
any renewal  thereof,  falls on Sunday,  this lease shall  expire at noon on the
preceding Saturday,  unless it be a legal holiday, in which case it shall expire
at noon on the preceding business day.

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

FAILURE TO GIVE  POSSESSION:  24. If Owner is unable to give  possession  of the
demised  premises on the date of the  commencement of the term hereof because of
the  holding-over  or  retention of  possession  of any tenant,  undertenant  or
occupants,  or  if  the  demised  premises  are  located  in  a  building  being
constructed,  because such building has not been sufficiently  completed to make
the premises  ready for occupancy or because of the fact that a  certificate  of
occupancy has not been procured, on if Owner has not completed any work required
to be performed by Owner, or for any other reason, Owner shall not be subject to
any  liability  for failure to give  possession on said date and the validity of
the lease shall not be impaired under such circumstances,  nor shall the same be
construed  in an wise to extend  the term of this  lease,  but the rent  payable
hereunder shall be abated (provided Tenant is not responsible  Owner's inability
to obtain possession or complete any work required) until after Owner shall have
given Tenant  notice that Owner is able to deliver  possession  in the condition
required  by this  lease.  If  permission  is given  to  Tenant  to  enter  into
possession of the demised premises, or to occupy premises other than the demised
premises,  prior to the date specified as the  commencement  of the term of this
lease,  Tenant covenants and agrees that such possession  and/or occupancy shall
be deemed to be under all the terms,  covenants,  conditions  and  provisions of
this lease, except the obligation to pay the fixed annual rent set forth in page
one of this lease. The provisions of this article are intended to constitute "an
express  provision to the  contrary"  within the meaning of Section 223-a of the
New York Real Property Law.

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

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

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


[GRAPHIC OMITTED] SPACE TO BE FILLED IN OR DELETED



BILLS AND NOTICES:     28.  Deleted Intentionally
                                 See Article 54

WATER CHARGES: 29. If Tenant requires, uses or consumes water for any purpose in
addition to ordinary  lavatory  purposes  (of which fact Owner shall be the sole
judge)  Owner may  install a water  meter and  thereby  measure  Tenant's  water
consumption  for all purposes.  Tenant shall pay Owner for the cost of the meter
and the cost of the installation. Throughout the duration of Tenant's occupancy,
Tenant shall keep said meter and  installation  equipment in good working  order
and  repair at  Tenant's  own cost and  expense.  In the event  Tenant  fails to
maintain the meter and  installation  equipment in good working order and repair
(of which fact  Owner  shall be the sole  judge)  Owner may cause such meter and
equipment to be replaced or  repaired,  and collect the cost thereof from Tenant
as additional  rent.  Tenant agrees to pay for water consumed,  as shown on said
meter as and when bills are  rendered,  and in the event Tenant  defaults in the
making of such  payment,  Owner may pay such  charges  and collect the same from
Tenant as  additional  rent.  Tenant  covenants and agrees to pay, as additional
rent,  the  sewer  rent,  charge  or any other  tax,  rent or levy  which now or
hereafter  is  assessed,  imposed or a lien upon the  demised  premises,  on the
realty of which they are a part,  pursuant to any law, order or regulation  made
or issued in  connection  with the use,  consumption,  maintenance  or supply of
water,  the  water  system or sewage on  sewage  connection  or  system.  If the
building,  the demised  premises,  or any part  thereof,  is supplied with water
through a meter through which water is also supplied to other  premises,  Tenant
shall pay to Owner, as additional rent,

[GRAPHIC OMITTED]     on the first day of each month,                          %
         ($ None ) of the total meter charges as Tenant's portion. Independently
of: and in addition to any of the  remedies  reserved  to Owner  hereinabove  or
elsewhere in this lease,  Owner may sue for and collect any monies to be paid by
Tenant,  or paid by Owner,  for any of the reasons or purposes  hereinabove  set
forth.

SPRINKLERS: 30. Anything elsewhere in this lease to the contrary notwithstanding
if the New  York  Board of Fire  Underwriters  or the New  York  Fire  Insurance
Exchange or any bureau,  department  or official of the  federal,  state or city
government  recommend or require the installation of a sprinkler system, or that
any changes, modifications,  alterations, or additional sprinkler heads or other
equipment  be made or  supplied  in an  existing  sprinkler  system by reason of
Tenant's business, the location of partitions, trade fixtures, or other contents
of the  demised  premises,  or for any other  reason,  or if any such  sprinkler
system installations,  modifications, alterations, additional sprinkler heads or
other such equipment, become necessary to prevent the imposition of a penalty or
charge against the full  allowance for a sprinkler  system in the fire insurance
rate set by said Exchange or any other body making fire insurance  rates,  or by
any fire insurance  company,  Tenant shall, at Tenant's  expense,  promptly make
such sprinkler system installations,  changes,  modifications,  alterations, and
supply  additional  sprinkler heads or other equipment as required,  whether the
work involved shall be structural or non-structural in nature.  Tenant shall pay
to Owner as additional rent the sum of

[GRAPHIC OMITTED]$ None , on the first day of each month during the term of this
lease,  as Tenant s portion  of the  contract  price for  sprinkler  supervisory
service.

ELEVATORS, HEAT, CLEANING: 31. As long as Tenant is not in default under any the
covenants of this lease,  beyond the  applicable  grace period  provided in this
lease for the  curing  of such  defaults,  Owner  shall  (a)  provide  necessary
passenger  elevator  facilities  on business  days from 8 a.m. to 6 p.m.  and on
Saturdays  from 8 am. to 1 p.m.;  (b) if freight  elevator  service is provided,
same shall be provided only on regular  business  days,  Monday  through  Friday
inclusive,  and on those  days only  between  the hours of 9 am. and 12 noon and
between 1 p.m. and 5 p.m.; (c) furnish heat,  water and other services  supplied
by Owner to the demised premises,  when and as required by law, on business days
from 8 a.m. to 6 p.m.  and on  Saturdays  from 8 a.m.  to 1 p.m.;  (d) clean the
public halls and public portions of the building which are used in common by all
tenants.
See Article 73, Paragraph B
Owner reserves the right to stop service of the heating, elevator,  plumbing and
electric  systems,  when necessary,  by reason of accident or emergency,  or for
repairs,  alterations,  replacements or  improvements,  which in the judgment of
Owner are desirable or necessary to be made,  until said  repairs,  alterations,
replacements or improvements shall have been completed. If the building of which
the demised premises are a part supplies  manually  operated  elevator  service,
Owner may proceed diligently with alterations  necessary to substitute automatic
control  elevator service without in any way affecting the obligations of Tenant
hereunder.

                     Please initial here: Landlord _______        Tenant _______
<PAGE>

SECURITY:  32. Tenant has deposited with Owner the sum of $ 0.00 as security for
the faithful  performance and observance by Tenant of the terms,  provisions and
conditions  of this  lease.  It is agreed that in the event  Tenant  defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
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,  on for any sum which  Owner may expend,  or may be
required  to  expend,  by reason of  Tenant's  default  in respect of any of the
terms, covenants and conditions of this lease, including but not limited to, any
damages or  deficiency in the  reletting of the demised  premises,  whether such
damages or  deficiency  accrued  before or after  summary  proceedings  or other
re-entry by Owner.  In the event that Tenant shall fully and  faithfully  comply
with all of the terms,  provisions,  covenants and conditions of this lease, the
security  shall be  returned  to Tenant  after the date  fixed as the end of the
lease, and after delivery of entire possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the  building,  of
which the demised  premises form a part,  Owner shall have the right to transfer
the security to the vendee or lessee,  and Owner shall  thereupon be released by
Tenant from all liability for the return of such security;  and Tenant agrees to
look to the new Owner solely for the return of said  security,  and it is agreed
that the provisions  hereof shall apply to every transfer or assignment  made of
the security to a new Owner. Tenant further covenants that it will not assign or
encumber,  or attempt to assign or  encumber,  the  monies  deposited  herein as
security, and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

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

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

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

RULES AND  REGULATIONS:  36. Tenant and Tenant's  servants,  employees,  agents,
visitors,  and licensees shall observe  faithfully and comply strictly with, the
Rules and Regulations annexed hereto and such other and further reasonable Rules
and  Regulations as Owner or Owner's agents may from time to time adopt.  Notice
of any additional  Rules or  Regulations  shall be given in such manner as Owner
may elect. In case Tenant disputes the reasonableness of any additional Rules or
Regulations  hereafter made or adopted by Owner or Owner's  agents,  the parties
hereto  agree to submit  the  question  of the  reasonableness  of such Rules or
Regulations  for  decision  to the New York office of the  American  Arbitration
Association,  whose determination shall be final and conclusive upon the parties
hereto.  The right to dispute  the  reasonableness  of any  additional  Rules or
Regulations  upon  Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice in writing, upon Owner, within fifteen (15) days
after the giving of notice  thereof.  Nothing in this lease  contained  shall be
construed to impose upon Owner any duty.  or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant,  and Owner shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees

GLASS:     37
                              Deleted Intentionally

ESTOPPEL  CERTIFICATE:  38.  Tenant,  at any time, and from time to time upon at
least  ten (10) days  prior  notice by Owner,  shall  execute,  acknowledge  and
deliver to Owner, and/or to any other person,  firm or corporation  specified by
Owner,  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
and effect as modified  and stating the  modifications),  stating,  the dates to
which the rent and additional  rent have been paid,  and stating  whether or not
there exists any default by Owner under this lease,  and, if so, specifying each
such default.

DIRECTORY  BOARD LISTING:  39. If; at the request of, and as  accommodation  to,
Tenant, Owner shall place upon the directory board in the lobby of the building,
one or more names of persons or entities other than Tenant, such directory board
listing  shall not be  construed  as the  consent by Owner to an  assignment  or
subletting by Tenant to such persons or entities.

SUCCESSORS AND ASSIGNES: 40. The covenants,  conditions and agreements contained
in this lease  shall bind and inure to the benefit of Owner and Tenant and their
respective heirs, distributees, executors, administrators, successors and except
as otherwise provided in this lease, their assigns.
                                 See Article 50.


See Rider and Exhibits attached hereto and made a part hereof.
In Witness Whereof,  Owner and Tenant have  respectively  signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                    WASHINGTON GROUP LLC     [GRAPHIC OMITTED]
                                      -------------------------

_____________________________         By:______________________ [L.S]


Witness for Tenant                    EMPIRE INSURANCE COMPANY [GRAPHIC OMITTED]
                                      -------------------------

_____________________________         By:______________________ [L.S]




                                 ACKNOWLEDGEMENT
STATE OF NEW YORK,
                        SS.:
COUNTY OF

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

                                             _________________________________
                                                       NOTARY PUBLIC



                     Please initial here: Landlord _______        Tenant _______
<PAGE>


                             IMPORTANT - PLEASE READ


RULES AND  REGULATIONS  ATTACHED TO AND MADE A PART OF THIS LEASE IN  ACCORDANCE
WITH ARTICLE 36.

     1.  The  sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
vestibules,  stairways, corridors or halls shall not be obstructed or encumbered
by Tenant or used for any  purpose  other than for  ingress  or egress  from the
demised  premises and for delivery of merchandise  and equipment in a prompt and
efficient manner,  using elevators and passageways  designated for such delivery
by Owner.  There  shall not be used to any space,  on in the public  hall of the
building either by Tenant or by jobbers or others in the delivery, or receipt of
merchandise,  any hand  trucks,  except  those  equipped  with rubber  tires and
sideguards.  If said  premises are situated on the ground floor of the building,
Tenant shall further, at Tenant's expense,  keep the sidewalk and, curb in front
of said premises clean and free from ice, snow, dirt and rubbish.

     2. The water and wash closets and plumbing  fixtures  shall not be used for
any purposes other than those for which they were designed or  constructed,  and
no  sweepings,  rubbish,  rags,  acids or other  substances  shall be  deposited
therein, and the expense of any breakage, stoppage, or damage resulting from the
violation  of this  rule  shall be borne by  Tenant,  whether  on not  caused by
Tenant, its clerks, agents, employees or visitors.

     3. No  carpet,  rug or other  article  shall be hung or  shaken  out of any
window of the  building;  and  Tenant  shall  not  sweep or throw,  or permit to
substances  into any of the corridors of halls,  elevators,  or out of the doors
other  windows on stairways  of the  building and Tenant shall not use,  keep or
permit to be used or kept,  any foul on noxious gas or  substance in the demised
premises,  on it on suffer the  demised  premises  to be  occupied  or used in a
manner  offensive or  objectionable to Owner or other occupants of the buildings
by reason of noise,  odors,  and or  vibrations,  or interfere in any way , with
other tenants or those having business therein nor shall any bicycles, vehicles,
animals,  fish, or birds be kept in or about the  building.  Smoking or carrying
lighted cigars or cigarettes in the elevators of the building is prohibited

     4. No awnings or other  projections  shall be attached to the outside walls
of the building without the prior written consent of Owner.

     5. No sign,  advertisement,  notice or other  lettering shall be exhibited,
inscribed,  painted  or  affixed  by  Tenant on any part of the  outside  of the
demised  premises or the building,  or on the inside of the demised  premises if
the same is visible from the outside of the demised premises,  without the prior
written  consent  of Owner,  except  that the name of Tenant  may  appear on the
entrance  door of the demised  premises.  In the event of the  violation  of the
foregoing by Tenant, Owner may remove same without any liability, and may charge
the expense  incurred  by such  removal to Tenant.  Interior  signs on doors and
directory  tablet shall be inscribed,  painted or affixed for Tenant by Owner at
the expense of Tenant,  and shall be of a size,  color and style  acceptable  to
Owner.

     6. Tenant shall not mark, paint,  drill into, or in any way deface any part
of the demised  premises or the  building of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Owner,  and as Owner may direct.  Tenant shall not lay  linoleum,  or
other similar floor covering, so that the same shall come in direct contact with
the floor of the demised  premises,  and, if  linoleum  or other  similar  floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor, by a paste or other  material,  soluble in water,
the use of cement or other similar adhesive material being expressly prohibited.

     7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant,  nor shall any changes be made in existing  locks or
mechanism thereof. Tenant must, upon the termination of his tenancy,  restore to
Owner all keys of stones,  offices and toilet  rooms,  either  furnished  to, or
otherwise  procured  by,  Tenant,  and in the event of the loss of any keys,  so
furnished, Tenant shall pay to Owner the cost thereof.

     8. Freight, furniture, business equipment,  merchandise and bulky matter of
any description shall be delivered to and removed from the demised premises only
on the freight  elevators and through the service  entrances and corridors,  and
only during hours,  and in a manner approved by Owner.  Owner reserves the right
to inspect all freight to be brought into the building,  and to exclude from the
building all freight which  violates any of these Rules and  Regulations  of the
lease, of which these Rules and Regulations are a part.

9.  Tenant  shall not obtain for use upon the  demised  premises  ice,  drinking
water,  towel and other similar  services,  or accept  barbering or bootblacking
services in the demised premises,  except from persons  authorized by Owner, and
at hours  and  under  regulations  fixed by Owner.  Canvassing,  soliciting  and
peddling in the building is  prohibited  and Tenant  shall  cooperate to prevent
same.

     10.  Owner  reserves  the right to exclude from the building all who do not
present a pass to the building  signed by Owner.  Owner will  furnish  passes to
persons  for  whom  any  Tenant  requests  same  in  writing.  Tenant  shall  be
responsible  for all persons for whom it requests such pass, and shall be liable
to Owner for all acts of such  persons.  Notwithstanding  the  foregoing,  Owner
shall not be  required  to allow  Tenant or any person to enter or remain in the
building,  except on business  days from 8:00 a.m. to 6:00 p.m. and on Saturdays
from 8 :00 a.m.  to 1:00 p.m.  Tenant  shall not have a claim  against  Owner by
reason of Owner excluding from the building any person who does not present such
pass.

     11. Owner shall have the night to prohibit any  advertising by Tenant which
in  Owner's  opinion,  tends to impair the  reputation  of the  building  of its
desirability  as a loft  building,  and upon written  notice from Owner,  Tenant
shall refrain from or discontinue such advertising.

     12.  Tenant shall not bring,  or permit to be brought or kept, in or on the
demised premises, any inflammable,  combustible,  explosive, or hazardous fluid,
material,  chemical  or  substance,  or cause or permit  any odors of cooking or
other processes or any unusual or other objectionable  odors, to permeate in, or
emanate from the demised premises.

     13. Tenant shall not use the demised premises in a manner which disturbs or
interferes with other tenants in the beneficial use of their premises

     14.  Refuse and Trash.  (1)  Compliance  by Tenant.  Tenant  covenants  and
agrees, at its sole cost an expense, to comply with all present and future laws,
orders,  and  regulations,   of  all  state,  federal,   municipal,   and  local
governments,  departments,  commissions  and boards  regarding  the  collection,
sorting,  separation and recycling of waste products, garbage, refuse and trash.
Tenant shall sort and separate such waste  products,  garbage,  refuse and trash
into such  categories as provided by law.  Each  separately  sorted  category of
waste  products,   garbage,  refuse  and  trash  shall  be  placed  in  separate
receptacles  reasonably  approved by Owner.  Tenant shall remove, or cause to be
removed by a contractor  acceptable to Owner, at Owner's sole  discretion,  such
items  as  Owner  may  expressly  designate.  (2)  Owner's  Rights  in  Event of
Noncompliance.  Owner has the option to refuse to collect or accept  from Tenant
waste products, garbage, refuse or trash (a) that is not separated and sorted as
required  by law or (b) which  consists  of such  items as Owner  may  expressly
designate  for  Tenant's  removal,  and to require  Tenant to  arrange  for such
collection   at  Tenant's   sole  cost  and  expense,   utilizing  a  contractor
satisfactory to Owner. Tenant shall pay all costs, expenses,  fines,  penalties,
or damages that may be imposed on Owner or Tenant by reason of Tenant's  failure
to comply with the  provisions  of this  Building Rule 15, and, at Tenant's sole
cost and expense,  shall indemnify,  defend, and hold Owner harmless  (including
reasonable  legal fees and expenses) from and against,  any actions,  claims and
suits arising from such noncompliance, utilizing counsel reasonably satisfactory
to Owner.


Address

Premises
================================================================================
                                          Dated                in the year

TO
                                          Rent Per Year

=========================================
       STANDARD FORM OF                   Rent Per Month



[GRAPHIC OMITTED] Loft Lease [GRAPHIC OMITTED]    Term
                                                  From
                                                  To
=========================================
                                              Drawn by .........................
  The Real Estate Board of New York, Inc.     Checked by .......................
   Copyright. 1999. All rights Reserved.      Entered by........................
Reproduction in whole on in part prohibited.  Approved by.......................



                     Please initial here: Landlord _______        Tenant _______
<PAGE>
================================================================================
RIDER  ATTACHED  TO AND  FORMING A PART OF LEASE  DATED  OCTOBER  3, 2001 BY AND
BETWEEN  WASHINGTON  GROUP LLC  ("OWNER"  OR  "LANDLORD")  AND EMPIRE  INSURANCE
COMPANY ("TENANT") FOR SPACE CONSISTING OF A PORTION OF THE THIRD (3RD) FLOOR AT
45 MAIN STREET, BROOKLYN, NY
================================================================================

41.   CERTAIN DEFINITIONS
      -------------------

      A. The Term of this Lease (the "Term")  shall  commence on January 1, 2002
(the "Commencement  Date").  The Term of this Lease shall expire,  unless sooner
terminated as herein provided, on December 31, 2005 (the "Expiration Date").

      B. The "Building" means the land, building, improvements and appurtenances
known as and located at 45 Main Street in Kings  County of the City and State of
New York.

      C. Tenant  covenants  and agrees to pay "Annual  Base Rent" to Landlord in
equal advance  monthly  installments  ("Monthly  Base Rent") on the first day of
each and every month that occurs, in whole or in part, during the Term,  without
any prior  demand,  offset or  deduction  of any kind  whatsoever  at the annual
rental rates set forth in the following Chart #1:

                           Chart #1. ANNUAL BASE RENT

--------------------------------------------------------------------------------
                Lease Year Period       Annual Base Rent       Monthly Base Rent
--------------------------------------------------------------------------------
January 1, 2002 to December 31, 2002     $625,000.00                $52,083.33
--------------------------------------------------------------------------------
January 1, 2003 to December 31, 2003     $643,750.00                $53,645.83
--------------------------------------------------------------------------------
January 1, 2004 to December 31, 2004     $663,062.50                $55,255.21
--------------------------------------------------------------------------------
January 1, 2005 to December 31, 2005     $682,954.38                $56,912.87
--------------------------------------------------------------------------------


      D. The agreed "Rentable Square Footage" of the demised premises is 25,000.

      E. "Tenant's Percentage" means 5.252%.

      F. "Base Tax Year" means July 1, 2002 to June 30, 2003.

42.   ADDITIONAL RENT AND MISCELLANEOUS DEFINITIONS
      ---------------------------------------------

      A. All payments  other than Annual Base Rent required to be made by Tenant
pursuant to this lease (including,  but not limited to, escalation charges,  and
any and all  damages,  interest,  costs,  fees and  expenses  caused by Tenant's
default)  shall be deemed  additional  rent and, in the event of any  nonpayment
thereof,  Landlord shall have all rights and remedies provided for herein and by
law for  nonpayment of Annual Base Rent in addition to whatever  other  remedies
may be available to Landlord.

      B. Unless expressly  provided otherwise in this lease, the amount shown as
due to Landlord (or Landlord's  agent) in all bills,  invoices and statements to
Tenant shall be due and payable by Tenant upon receipt  without  further demand.
Any delay or failure of  Landlord  or its agent to prepare and deliver any bill,
statement or invoice  shall not  constitute a waiver of the right to collect any
payment  that may have  become  due during  the term of this  lease,  including,
without  limitation,  retroactive  payments  for any and all  amounts  unbilled,
provided  that no default  shall exist unless and until such amounts are billed.
Tenant  shall  perform  such acts,  execute  such  documents  and  furnish  such
information as Landlord may

Lease Rider Page 1.                  Please Initial: Landlord _____ Tenant _____
<PAGE>

reasonably  require from time to time to substantiate  Tenant's  compliance with
the provisions of this lease within a reasonable time after written demand,  and
such  obligations  shall survive the  expiration or sooner  termination  of this
lease.

      C. All payments of Annual Base Rent and  additional  rent pursuant to this
lease shall be made by Tenant  with checks  drawn upon a New York City bank that
is a member of the New York Clearing House  Association or any successor thereto
if any  out-of-state  check of Tenant is dishonored.  If Landlord  receives from
Tenant  any  payment  less  than the full  amount  of the  Annual  Base Rent and
additional  rent then due and owing,  Tenant hereby waives its right, if any, to
designate  the items to which  such  payment  shall be applied  and agrees  that
Landlord, in its sole discretion,  may apply such payment in whole or in part to
any Annual Base Rent, any additional rent or to any combination thereof then due
and payable hereunder.

      D. The non-prevailing  party in any cause of action or defense asserted in
any action or proceeding  between  Landlord and Tenant relating to this lease or
the  demised  premises,  shall pay the  reasonable  attorneys'  fees,  costs and
disbursements  of the  prevailing  party for such  action or  proceeding  within
thirty (30) days of demand.  If a default by one party causes the other party to
prosecute or defend an action or proceeding,  the defaulting party shall pay the
attorneys' fees, costs and  disbursements of the  non-defaulting  party for such
action or proceeding within thirty (30) days of demand. If either party suffers,
pays or  incurs  any  damages,  losses,  fees or  expenses  (including,  without
limitation, reasonable attorneys' fees and disbursements) due to a default, act,
omission or request of the other party, the defaulting party shall pay the total
amount thereof to the non-defaulting within thirty (30) days of demand.

      E. If all rent is not paid in full within thirty (30) days after it is due
and payable hereunder,  Tenant shall pay Landlord interest on late payments that
shall accrue daily from the date payment was due to the date  Landlord  collects
payment in full.  The rate of  interest  on late  payments  shall be equal to an
annual rate that is two (2) percentage points above the then current  annualized
prime  commercial  short term  lending rate of  Citibank,  NA or its  successor.
However,  if the  collection of interest at the rate  specified  herein would be
usurious or otherwise  unenforceable,  interest on late payments shall accrue at
the highest enforceable rate.

      F. Unless Landlord shall otherwise expressly agree in writing,  acceptance
of rent from anyone other than Tenant  named herein shall not relieve  Tenant of
any of its  obligations  under this lease  (including,  but not  limited to, the
obligation to pay Annual Base Rent and additional  rent, to the extent still due
and  unpaid).  Acceptance  of rent from anyone  other than  Tenant  shall not be
deemed to  constitute a consent to  assignment  of this lease or a subletting or
other  occupancy  of the demised  premises (in whole or in part) by anyone other
than Tenant or a waiver of any of Landlord's rights or Tenant's  obligations.  A
transfer of control,  or a transfer of an interest  equal to, or greater  than a
fifty percent (50%) beneficial interest in Tenant,  whether such transfer occurs
at one time, or in a series of transactions,  and whether of stock,  partnership
or membership interest(s),  or otherwise,  shall be deemed an assignment of this
lease  requiring  Landlord's  prior written  consent  except if and as expressly
provided otherwise in this lease.

      G. References in this lease to "rent", "Rent", "rents", "Rents", "rental",
"Rental",  "rentals" and "Rentals"  shall mean and include  Annual Base Rent and
additional  rent.  The "annual  rental rate"  identified at page 1 of this lease
means the Annual Base Rent.  The Annual Base Rent is the minimum  rental due and
payable without prior demand, offset or deduction. No decrease in any additional
rent for any period  shall yield an offset or  deduction  in any other rental or
for any other  period.  References  in this lease to Tenant  being "in  default"
and/or  "Tenant's  breach" or  "default"  shall mean and include  each and every
default, breach, misfeasance,  nonfeasance,  nonpayment, or any other failure of
Tenant to perform any of its obligations  hereunder.  If there is an other lease
between  Landlord  and Tenant (or any entity that is an  affiliate,  subsidiary,
parent, partner, member, manager,  shareholder,  successor, assignee

Lease Rider Page 2.                  Please Initial: Landlord _____ Tenant _____
<PAGE>

or  designee  of  Tenant)  for  space in the  Building  containing  the  demised
premises,  a default  under either  lease shall be deemed to be a default  under
both leases.  If Landlord gives notice of default,  Tenant seeks  declaratory or
injunctive  relief, and Tenant's time to cure is extended pending the outcome of
such declaratory  judgment and/or injunctive action or proceeding,  Tenant shall
be deemed to be "in default" under this lease during the pendency of such action
or proceeding  for the purposes of those rights that are  exercisable  by Tenant
(and/or those obligations which are enforceable against Landlord) only if Tenant
is not "in  default".  All of Tenant's  obligations  to pay rent,  to  indemnify
Landlord and to obtain insurance during the Term shall survive the expiration of
the Term or sooner termination of this lease.

      H.  Landlord's  managing  agent  may  give  notices,  demands,   invoices,
statements  and/or  bills to  Tenant  in  Landlord's  behalf;  any such  notice,
statement,  invoice,  demand  or bill  shall be  deemed  to have  been  given by
Landlord. Tenant agrees that all of the representations,  warranties, covenants,
waivers and indemnities made in this lease by Tenant for the benefit of Landlord
shall also be deemed to inure to and be for the benefit of Landlord's agent, and
its and/or Landlord's, partners, members, manager(s), trustee(s),  shareholders,
directors,  officers,  employees, agents, attorneys and independent contractors.
References to "Landlord's agent" or "Landlord's  agents" shall include,  but not
be limited to, Landlord's managing and/or leasing agent.

      I. "Laws"  shall mean and include  all  present  and future  laws,  rules,
regulations,   ordinances,   codes   and   orders   of  all   governmental   and
quasi-governmental  authorities,  agencies and departments,  and the directions,
provisions and requirements  thereof and of utility companies,  labor agreements
and insurance  boards,  policies,  carriers,  underwriters  and rating  bureaus.
Whenever this lease requires or permits Tenant to "provide" something, "provide"
shall mean and include supply, furnish,  install,  operate,  repair, replace and
maintain the same as necessary to keep the same and the demised premises in good
working order and condition  throughout the Term at Tenant's sole cost, risk and
expense.

      J. The  provisions  of this  Article  shall  supplement  (not limit) other
provisions  of this lease  pertaining  to the same  matters as this  Article and
related matters.

43.   RENT ESCALATION - TAX INCREASES
      -------------------------------

      A. "Tenant's Percentage" is defined in Article 41.

      B. "Tax Year"  shall mean each  successive  period of twelve  (12)  months
starting July 1 and ending June 30 that occurs,  in whole or in part, during the
term of this  lease,  or such other  fiscal  year as may be duly  adopted as the
fiscal year for real estate tax purposes of the City of New York.

      C. "Base Tax Year" is defined in Article 41.

      D. "Real Estate Taxes" shall mean all taxes,  assessments  and impositions
(general or special, foreseen or unforeseen,  ordinary or extraordinary) levied,
assessed or imposed (including,  but not limited to, real property taxes and any
building  improvement  district charges) by federal,  state or local governments
and their  political  subdivisions  upon all or part of the  building(s) and the
land(s) of which the demised  premises  forms a part and any  sidewalks,  curbs,
plazas,  air rights and the like  appurtenant to them  (collectively  called the
"Building").   Real  Estate  Taxes  shall  not  include  any  transfer,  income,
inheritance  or gift taxes of Landlord  nor any tax that does not relate only to
the land, building, appurtenances and improvements of which the demised premises
forms a part.  If there is a change in the method of taxation  which  results in
any franchise,  income,  rent,  profit or other tax, fee,  charge or assessment,
however  designated,  being  made  against  Landlord  and/or  the  owner  of the
Building, in substitution of, or in addition to any Real Estate Tax (in whole or
in part) each and every such tax, fee,  charge or assessment,  to the extent the
same pertains  solely to the land,  building,  appurtenances  and  improvements,
shall be included as a part of Real Estate Taxes.

      E. If  Landlord  incurs  any  expenses  (including,  but not  limited  to,
reasonable  attorneys'  fees and  rebilling  expenses)  in  connection  with its
efforts to reduce,  or minimize  increases  in the Real Estate

Lease Rider Page 3.                  Please Initial: Landlord _____ Tenant _____
<PAGE>

Taxes and/or the assessed  valuation of the Building,  any and all such expenses
shall be added  to,  and made a part of Real  Estate  Taxes  for the Tax Year to
which they relate.

      F. If the  amount of the Real  Estate  Taxes in any Tax Year  exceeds  the
amount of the Real Estate  Taxes for the Base Tax Year,  as finally  determined,
Tenant agrees to pay Landlord annually the Tenant's Percentage of the difference
between such  amounts (the "Tax  Escalation  Payment")  within  thirty (30) days
after  Landlord  bills  Tenant  therefor.  If a Tax Year after the Base Tax Year
falls partially outside the term of this lease,  Tenant's Tax Escalation Payment
under this  paragraph for such Tax Year shall be prorated to reflect the portion
of such Tax Year which falls within the term of this lease.  The tax bill issued
to Landlord  shall be  conclusive  as to the Real Estate Taxes to which such tax
bill relates and shall be used in  computations  of Real Estate Taxes under this
Article unless and until a new or amended tax bill is issued to Landlord for the
same  period.  If Landlord  elects to bill  amounts  due from Tenant  under this
Article in more than one installment,  it may do so without waiving its right to
collect any balance of the yearly  amount of the Tax  Escalation  Payment in one
installment within thirty (30) days as provided above.

      G. If,  during  the  Term,  the Real  Estate  Taxes  for the Base Tax Year
ultimately  are less  than the Real  Estate  Taxes  initially  imposed  upon the
Building for the Base Tax Year, Tenant shall pay Landlord, promptly upon demand,
any  additional  amount  thereby  payable  pursuant  to this  Article as the Tax
Escalation Payment for all Tax Years elapsed subsequent to the Base Tax Year.

      H. If Landlord  receives  any refund of Real Estate Taxes for any Tax Year
for which Tenant has made a payment  pursuant to this  Article,  Landlord  shall
(after deducting from such refund all expenses incurred in connection therewith)
pay or  credit  to  Tenant,  if Tenant  is not in  default  hereunder,  Tenant's
Percentage of the net refund.

44.   LEASE NOT BINDING UNLESS EXECUTED AND DELIVERED
      -----------------------------------------------

This  lease  shall not bind  Landlord  unless  and until it has been  signed and
delivered by Tenant,  received and accepted by Landlord,  and then countersigned
and redelivered by Landlord to Tenant.  The execution and delivery of this lease
by Tenant shall  constitute its irrevocable  offer to enter into this lease that
Landlord shall have at least five (5) business days to accept or reject.

45.   ADDITIONAL ASSIGNMENT AND SUBLETTING PROVISIONS

      A. "Disposition" means an assignment, release or reassignment (in whole or
in part) of this lease, a sublease of all or part of the demised premises,  or a
license,  concession  or other  agreement  to permit  any or all of the  demised
premises  to  be  used  or  occupied  by  any  other  party.   A   sub-sublease,
sub-assignment  or the cancellation,  renewal or other material  modification of
any Disposition shall be deemed to be a new Disposition. No Disposition shall be
made  without  Landlord's  prior  written  consent.  The  "Effective  Date" of a
sublease or  assignment  means the date on which the sublease term will begin or
the assignment will become effective.

      B. Every  assignment of this lease must provide that the assignee  assumes
the payment and  performance of Tenant's  obligations  under this lease as if it
had executed it as the original  Tenant;  and that Landlord and the assignee may
modify this lease in any manner,  without notice to the Tenant or Tenant's prior
consent,  without thereby terminating any assignor's liability under this lease,
except that any such  modification  that,  in any way,  increases an  assignor's
liability  shall not, to the extent of such  increase  only, be binding upon the
assignor.

      C. Every sublease of the demised  premises,  in whole or in part, shall be
subject  and  subordinate  to this lease in all  respects  and must  include the
following:

      "In the event of a  termination  of any  underlying  lease,  the subtenant
      hereunder  shall,  at the  option  of the  lessor  under  any  such  lease
      ('Underlying  Lessor'),  attorn to and recognize the Underlying  Lessor as
      sublandlord hereunder and shall, promptly upon the Underlying Lessor's

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<PAGE>

      request,  execute and deliver all instruments  necessary or appropriate to
      confirm such attornment and recognition.  Notwithstanding  such attornment
      and  recognition,  the  Underlying  Lessor shall not (i) be liable for any
      previous act or omission of the sublandlord  under this sublease,  (ii) be
      subject to any offset, not expressly provided for in this sublease,  which
      shall have accrued to the subtenant  hereunder  against said  sublandlord,
      (iii) be bound by any  modification  of this sublease or by any prepayment
      of more than one month's  rent,  unless such  modification  or  prepayment
      shall have been previously  approved in writing by the Underlying  Lessor,
      or (iv) be obligated to afford rights or provide  services in excess of or
      different  than those  required to be furnished to the  sublandlord as the
      tenant  under the  Underlying  Lease for the space to which this  sublease
      relates.  The  subtenant  hereunder  hereby  waives all  rights  under any
      present  or future  law to elect,  by  reason of the  termination  of such
      Underlying  Lease,  to terminate this sublease or surrender  possession of
      the  premises  demised  hereby.  This  sublease may not be assigned or the
      premises demised hereunder  further sublet,  in whole or in part,  without
      the prior written consent of the Underlying Lessor."

      D.  Subject  to the  provisions  of  Article  11 and the other  applicable
provisions  of this  lease,  if Tenant  is not in  default,  Landlord  shall not
unreasonably withhold or delay its prior written consent to a Disposition in the
form of an  assignment of this lease or a sublease of all or part of the demised
premises by Tenant  provided  that:  Tenant gives written  notice to Landlord at
least thirty (30) days, but not more than one hundred twenty (120) days prior to
the Effective Date requesting  Landlord's prior written consent, and such notice
is delivered  to Landlord  together  with  executed  duplicate  originals of the
assignment or sublease and any and all other agreements that will have been made
in connection  with the  Disposition,  and the  agreements  have been signed and
delivered subject to receipt of Landlord's prior written consent;  and, at least
ten (10) days prior to the Effective Date,  Tenant furnishes  Landlord with such
other such other documents and information as Landlord may reasonably require to
substantiate  compliance  with the  provisions  of this lease,  to evaluate  the
financial strength and suitability of the other party to the Disposition, and be
fully informed of all relevant facts when it decides whether or not to issue its
consent to the  Disposition.  If there is any  assignment or sublease  permitted
under this Article, Landlord shall be entitled to receive fifty percent (50%) of
any  consideration  paid  for the  assignment  and  fifty  percent  (50%) of any
"Profits"  (as defined  below) in connection  with the  subletting as additional
rent.  "Profits"  on a  subletting  shall mean the  difference  between  (i) the
amounts paid as rent and  additional  rent by the subtenant to the Tenant in and
for each month of the  sublease  term and (ii) the Annual  Base Rent and monthly
additional  rents due and payable by Tenant to Landlord in and for each month of
the sublease  term, in each and every month when the former  exceeds the latter,
provided,  however,  that if a sublease  involves  less than the entire  demised
premises,  for the purposes only of computing  the Profits on a subletting,  the
amounts paid by Tenant to Landlord  used in subpart (ii) above shall be prorated
each month to reflect the portion of the demised premises being sublet.

      E. The foregoing notwithstanding, no Disposition shall be made with any of
the  following:  a prospective  tenant (or its designee) who is discussing  with
Landlord (or Landlord's agent) its need for space in the Building, or who has so
negotiated  within the previous six (6) months;  a current tenant,  subtenant or
occupant  of space in the  Building or the  subsidiary,  affiliate,  parent,  or
successor  thereof,  or of any such successor or related  entity;  any party not
financially   responsible   or   unable   to   adequately   evidence   financial
responsibility  to Landlord's  reasonable  satisfaction;  any party that will be
engaged in a business or use that will require services from Landlord,  or place
demands on  facilities  in the  Building of a  different  nature or to a greater
extent than  Landlord  was required to afford  before under this lease,  that is
likely to adversely affect (or increase burdens on) any operation of Landlord or
any tenant or  occupant  of the  Building,  violate a  restrictive  covenant  of
Landlord,  contravene  any  provision  of a  mortgage,  net  lease or any  other
agreement of Landlord or breach this lease.  Landlord's  managing/leasing  agent
shall be hired by Tenant as the exclusive  real estate broker of Tenant with the
exclusive right to effect any  Disposition  requiring  Landlord's  prior written
consent  for a period of one  hundred  eighty  (180)  days

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<PAGE>

in each instance in accordance with the then current rates and rules for payment
of one full  commission  to said real  estate  broker  under  its then  standard
listing agreement for an assignment, sublease or release of lease.

      F. If a  Disposition  requires  subdividing  the demised  premises  (e.g.,
construction   of  new  demising  walls  to  create  a  separate   independently
serviceable unit of space) or any other Tenant Change,  such Disposition and the
alterations described therein shall require Landlord's prior written consent and
approval, which shall not be unreasonably withheld or delayed.

      G. Neither Landlord's consent to any Disposition, nor any Disposition made
at any time shall  release  Tenant from its  liability  for the  performance  of
Tenant's obligations hereunder before, during or after any such Disposition,  or
constitute Landlord's consent required for any other, or further Disposition, or
Landlord's  approval of any alterations  described  therein,  or in any other or
further Disposition.  Landlord may collect payments from an assignee,  subtenant
or occupant  and apply the net rent  received to  Tenant's  obligations  without
accepting the payor as a direct tenant of Landlord, and without having such acts
constitute Landlord's consent to an assignment, subletting or other Disposition,
or a release of Tenant.

      H.  Anything  contained  in this  lease to the  contrary  notwithstanding,
within fifteen (15) days after Landlord's  receipt of Tenant's notice requesting
Landlord's  consent  to an  assignment  of this lease or the  subletting  of the
demised  premises,  in whole or in part,  Landlord  may give notice  electing to
cancel this lease  effective as of either (i) the Effective Date of the proposed
Disposition,  or (ii) as of the last day of the month  occurring sixty (60) days
after such notice of cancellation is given,  at Landlord's  option.  If Landlord
shall give its cancellation notice as provided in this paragraph, the Term shall
end on the effective date of cancellation  specified therein as if such date had
been the original Expiration Date of this lease.

      I.  Tenant  shall pay to  Landlord,  promptly  upon demand  therefor,  all
reasonable  costs  and  expenses  (including,  but not  limited  to,  reasonable
attorneys' fees and  disbursements)  incurred by Landlord in connection with any
Disposition whether or not Landlord consents thereto.

46.   BROKERAGE
      ---------

Landlord  and Tenant  warrant and  represent to each other that they have had no
dealings with any real estate  broker,  agent or finder except NEWMARK & COMPANY
REAL ESTATE, INC. and GRUBB & ELLIS NEW YORK, INC. (the "Brokers") in connection
with this lease and covenant and agree to indemnify,  defend and hold each other
harmless on demand from and  against  any and all costs,  expenses or  liability
(including reasonable attorneys' fees) for any compensation,  commissions,  fees
and charges claimed by any agent, broker or finder (other than the Brokers) with
respect to this lease or the  negotiation  thereof  due to the  dealings  of the
other  with the  claimant.  Landlord  will  pay the  commission  of the  Brokers
pursuant to its separate  agreement  with the Brokers  subject to execution  and
delivery of this lease by Landlord and Tenant.

47.   TENANT'S OPERATIONS
      -------------------

      A. Landlord has the right to use, repair,  maintain and replace the facade
and exterior  elements of the Building and its appurtenances to comply with Laws
and properly  operate the Building and  Landlord's  exercise of such right shall
not be a breach of the lease,  a  constructive,  partial or actual  eviction  of
Tenant or cause any rent  abatement or release of Tenant.  Tenant  covenants and
agrees to apply for,  secure,  maintain  and comply with all licenses or permits
which may be required for the conduct by Tenant of the business herein permitted
to be  conducted  in the demised  premises  and to pay,  if, as and when due all
license and permit fees and charges of any nature in connection  therewith;  not
to use any sign or display  (visual,  auditory or otherwise)  which has not been
approved in writing by Landlord or any paper or  temporary  signage  outside (or
inside, if visible from outside) the demised premises. Tenant shall not obstruct
or operate from the stairwells or any area around the demised

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<PAGE>

premises or cause any offensive,  excessive or unusual noise, odor, or vibration
in or about the demised premises.  All signage,  displays and the like,  visible
from the  outside  of the  demised  premises  (including,  but not  limited  to,
entrance  door signs and signs visible from the  elevators)  shall be subject to
Landlord's prior written approval as to form, content,  character,  color, size,
location and materials  and shall be of  first-class  quality and  appearance in
conformity with Landlord's  consent.  The parties  acknowledge that the Building
may now be or may hereafter  become subject to local laws or requirements of the
Landmarks Preservation Commission, historic preservation district status and the
like that may  regulate  items  visible  from the  street  (in  addition  to the
exterior of the Building) and Tenant will comply at its own expense with any and
all of those  regulations and requirements for the Demised Premises  relating to
any alteration of Tenant.  Tenant,  at its own expense,  shall  provide,  clean,
maintain, repair and replace its permitted signs (if any) as necessary to comply
with Laws and to keep the same in attractive and first class  condition and free
of graffiti.

      B.  Anything  in  Article 2 or  elsewhere  in this  lease to the  contrary
notwithstanding,  Tenant  shall not use or permit all or any part of the demised
premises to be used for any of the following:  (1)  residential use of any kind;
(2) retail use  (involving  the  presence of the  general  public in the demised
premises) of any kind; (3) real estate brokerage or property management;  (4) an
employment,   personnel  or  executive   search  agency  (5)  any  health  care,
rehabilitation,  massage,  clinic,  counseling or exercise facility of any kind,
including,  but not limited to, a medical or dental office; (6) occupancy by any
foreign or  domestic  government  or any  subdivision,  agency,  department,  or
instrumentality thereof,  including,  without limitation,  any foreign, federal,
state or local governmental or quasi-governmental body, agency or department, or
any other  authority  or  entity  that is  affiliated  therewith  or  controlled
thereby, or any person, group or entity that enjoys diplomatic, sovereign or any
other form of immunity  from civil or criminal  process;  (7)  occupancy  by any
political, labor, not-for-profit, religious, charitable, eleemosynary, school or
educational  corporation,  or any other form of organization  for such purposes;
(8) engaging in the sale or distribution  of any goods,  services or merchandise
other than those expressly  permitted under this lease; (9) the live performance
of any form of entertainment,  including, but not limited to, singing and/or the
playing of any musical  instrument  of any kind in any manner  whatsoever at any
time,  without  regard to whether or not admission is charged for any live vocal
or musical  performance;  (10) cooking other than the warming of prepared  foods
for  employee  lunches and snacks in a small  microwave  oven;  (11) a messenger
service;  (12)  banking,  cash  machine,  check  cashing  and the  like;  (13) a
recording studio;  (14) sale or distribution of lewd or pornographic  materials,
alcoholic  beverages,  tobacco  products  or  firearms  of any  kind;  (15)  the
manufacturing of any product;  (16) any activity which involves the storage, use
or generation  of medical  waste,  corrosive or toxic solids,  liquids or gases,
and/or hazardous materials.

      C. Tenant  shall not use or permit the use of the demised  premises or any
part  thereof in any way that would  violate any of the  covenants,  agreements,
terms, provisions and conditions of this lease or for any unlawful purpose 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 for anything to
be done therein or anything to be brought into or be kept therein  that,  in the
reasonable  judgment  of  Landlord,  shall  in any way  threaten  to  impair  or
adversely  affect the character,  reputation or appearance of the Building,  the
proper and  economical  operation of the  Building or any  systems,  facility or
service  used to operate or clean all or any part of the Building or the demised
premises,  or the use of any of the areas of the  Building  by  Landlord  or the
business or use of any of the other tenants or occupants of the Building. Tenant
shall not  install or use any  equipment  that,  in the  reasonable  judgment of
Landlord,  could cause any adverse effect on the demised premises,  the Building
and/or the  comfort  and  convenience  of other  tenants  and  occupants  of the
Building.

      D. Tenant acknowledges that the identity of Tenant, the specific character
of Tenant's business,  the anticipated use of the premises, and the relationship
between such use and other uses within the

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<PAGE>

Building and adjacent properties have been material considerations to Landlord's
entry into this lease. Any material change in the character of Tenant's business
or Tenant's  use will  constitute a default  under this lease.  Tenant will not,
without the consent of  Landlord,  use the name of the  Building for any purpose
other  than as the  address of the  business  to be  conducted  by Tenant in the
demised  premises,  nor will  Tenant  do or  permit  the  doing of  anything  in
connection with Tenant's business or advertising that in the reasonable judgment
of Landlord  may reflect  unfavorably  on Landlord or the Building or confuse or
mislead the public as to any relationship between Landlord and Tenant.

48.   SUBORDINATION
      -------------

      A. This  lease and  Tenant's  rights  under  this  lease are  subject  and
subordinate to any ground or underlying  lease,  mortgage,  indenture,  or other
lien  encumbrance  (each  a  "superior  lien"),   together  with  any  renewals,
extensions,  modifications,  consolidations,  and  replacements of such superior
lien, now or at any time  hereafter  affecting or placed,  charged,  or enforced
against all or any portion of the  Building or any interest of Landlord in it or
Landlord's  interest  in this  lease and the  leasehold  estate  created by this
lease.  The provisions of this paragraph will be  self-operative  and no further
instrument   of   subordination   will  be  required  in  order  to  effect  it.
Notwithstanding the foregoing, Tenant will execute,  acknowledge, and deliver to
Landlord,  within ten (10) days after written demand by Landlord, such documents
as may be reasonably requested by Landlord or the holder of any superior lien to
confirm or effect any such subordination.

      B.  Tenant  agrees  that in the event that any  holder of a superior  lien
succeeds to Landlord's interest in the demised premises, Tenant will pay to such
holder all rents subsequently payable under this lease. Further, in the event of
the enforcement by the holder of a superior lien of the remedies provided for by
law or by such superior lien,  Tenant will,  automatically  become the Tenant of
and  attorn  to such  successor  in  interest  without  change  in the  terms or
provisions of this lease.  Such  successor in interest will not be bound by: any
payment of rent for more than one month in advance,  except  prepayments  in the
nature of security for the performance by Tenant of its  obligations  under this
lease if and to the extent  that the same have been  transferred  by Landlord to
such  successor in interest;  any amendment or  modification  of this lease made
without the written  consent of such  successor in interest (if such consent was
required  under the terms of such superior  lien);  any claim  against  Landlord
arising  prior to the date on which such  successor  in  interest  succeeded  to
Landlord's  interest (as to which Landlord  shall remain liable to Tenant);  any
claim for  equitable  or legal  relief  against  such  successor in interest for
Landlord's failure or inability to complete  construction required to be done by
Landlord  under the  lease;  or any other  claim or offset of rent  against  the
Landlord.

      C. Upon request by such successor in interest and without cost to Landlord
or such successor in interest,  Tenant will,  within ten (10) days after written
demand,  execute,   acknowledge,   and  deliver  an  instrument  or  instruments
confirming  the  attornment.  If Tenant  fails to so execute or deliver any such
instrument or any other estoppel certificate or the like when and as provided in
this lease, Tenant irrevocably  appoints Landlord as its  attorney-in-fact to do
so in Tenant's behalf if Landlord so elects.

      D. Tenant shall not record this lease or any short form memorandum of this
lease without Landlord's prior written consent.

49.   ELECTRICITY (SUBMETER)
      ----------------------

      A. Tenant agrees that Landlord  shall furnish  electricity  to Tenant on a
"submetering"  basis.   Landlord  shall  instal1  any  submeter(s)  required  in
Landlord's  judgment in the demised premises.  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.

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<PAGE>

      B. Tenant  covenants and agrees to purchase  electricity  from Landlord or
Landlord's  designated  agent at charges,  terms and rates,  including,  without
limitation,  fuel  adjustments  and taxes,  equal to those  specified in the Con
Edison SC#4 bundled rate schedule, or any successor full bundled rate from which
Landlord  buys  electricity  from the  utility,  effective on and after the date
Landlord first provides  electricity to the demised  premises,  on a submetering
basis plus two percent (2%) 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 may be computed and billed separately in
accordance  with the rates and terms set forth herein.  Bills therefore shall be
rendered at such times as Landlord may elect and the amount,  as computed from a
meter(s)  pursuant to the provisions of this Article shall be paid as additional
rent. If any tax other than income tax is imposed upon  Landlord's  receipt from
the sale or resale of electrical energy or gas or telephone service to Tenant by
any Federal,  State or Municipal  authority,  Tenant  covenants  and agrees that
where permitted by law, Tenant's pro-rata share of such taxes shall be passed on
to and  included  in the amount  charged  to, and paid by Tenant to  Landlord as
additional rent.

      C. If all or part of the submetering additional rent payable in accordance
with this Article 49 becomes  uncollectible  or reduced or refunded by virtue of
any law, order or regulation,  the parties agree that, at Landlord's  option, in
lieu of the additional rent for electrical submetering,  and in consideration of
Tenant's use of the  Building's  electrical  distribution  system and receipt of
redistributed  electricity and payment by the 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
$2.00 per year  times  the  agreed  rentable  square  foot  area 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, time of day charges,  service classification or market
price changes.

      D. Landlord  shall not in any way be liable or  responsible  to Tenant for
any loss or damage or expense  which  Tenant may  sustain or incur if either the
quantity or character of electric  service is changed or is no longer  available
or suitable for Tenant's  requirements.  Tenant's use of electric current in the
demised  premises  shall  not at any  time  exceed  the  capacity  of any of the
electrical  conductors  and  facilities  in or  otherwise  serving  the  demised
premises in order to insure that such  capacity is not exceeded and to avert any
possible adverse effect upon the Building's electric service, Tenant, shall not,
without   Landlord's   prior  written  consent  in  each  instance  (not  to  be
unreasonably withheld or delayed), connect any fixtures, appliances or equipment
(other than those set forth in Tenant's  Plan and a  reasonable  number of table
and floor  lamps,  typewriters,  personal  computers  and similar  small  office
machines  using  comparable   electric  current)  to  the  Building's   electric
distribution system nor make any alteration or addition to the electrical system
of the demised  premises.  Should  Landlord  grant such consent,  all additional
risers or other equipment  required therefore shall be provided by Landlord upon
notice to Tenant,  and all  reasonable  and  out-of-pocket  cost and expenses of
Landlord in connection therewith shall be paid by Tenant as additional rent upon
demand by Landlord.

      E. Landlord reserves the right to discontinue  furnishing electric current
to Tenant in the  demised  premises  at any time upon not less than  sixty  (60)
days' notice to Tenant.  If  Landlord,  at its option,  exercises  such right of
discontinuance,  this lease shall continue in full force and effect and shall be
unaffected thereby,  except only that, from and after the effective date of such
discontinuance,  Landlord shall not be obligated to furnish  electric current to
Tenant,  except that, from and after the effective date of such  discontinuance,
Electrical  Charges  shall no longer be  payable by Tenant as  additional  rent,
however in the event that the Tenant is  delayed in  obtaining  direct  electric
service  but  continues  to make  reasonable  efforts to do so,  Landlord  shall
continue to provide  electric  service until Tenant has obtained direct electric
service.

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<PAGE>

      F. If Landlord elects not to furnish  electric  current to Tenant,  Tenant
shall  arrange to obtain  electric  current  directly  from the  public  utility
corporation  supplying electric current to the Building;  and in that event, all
risers,  equipment  and other  facilities  which may be  required  for Tenant to
obtain electric  current  directly from such public utility  corporation and may
already be in the Building,  may be used by Tenant at no additional  charge from
Tenant. If, in Landlord's  reasonable judgment,  additional risers are required,
such risers  shall be  installed  by Landlord  at Tenant's  reasonable  expense,
payable in advance to Landlord upon demand,  provided same will not cause damage
or injury to the Building or any part thereof or create a hazardous condition or
entail excessive alterations,  repairs or expense or unreasonably interfere with
or disturb any other tenants or occupants of the Building, and in any event, any
such  installation  shall be maintained  by Tenant,  at its expense and shall be
subject to such  reasonable  conditions  as Landlord  and/or the public  utility
corporation  may  require.  If Landlord  shall not furnish  electric  current to
Tenant it shall not be liable to Tenant  therefor,  provided  that a replacement
source is then  available  to  Tenant,  and the same shall not be deemed to be a
lessening  or  diminution  of services  within the  meaning of any law,  rule or
regulation  now or  hereafter  enacted,  promulgated  or  issued,  unless due to
Landlord's,  its agents; or employees' willful improper act or omission or gross
negligence.

      G. At all times,  Tenant will  comply with all present and future  general
rules, regulations, terms and conditions applicable to service equipment, wiring
and  requirements  in  accordance  with the  regulations  of the public  utility
corporation  supplying  electric  current to the  Building  with  respect to the
demised premises and Tenant's use of the electrical system in the Building.

50.   EXCULPATORY CLAUSE
      ------------------

Anything contained in this lease to the contrary notwithstanding,  Tenant's sole
recourse against Landlord,  and any successor to the interest of Landlord in the
demised premises, is to the interest of Landlord, and any such successor, in the
demised  premises  and the  Building  of which the  demised  premises is a part.
Tenant will not have any right to satisfy any judgment  that it may have against
Landlord, or any successor,  from any other assets of Landlord, or any successor
(unless  any  cause of action of Tenant  against  Landlord  survives  Landlord's
transfer of its estate and  interest).  "Landlord" and  "successor"  include the
shareholders,   beneficial  owners,  members,   venturers,  and/or  partners  of
"Landlord"  and/or  "successor"  and  the  officers,   directors,  trustees  and
employees of "Landlord" and/or "successor."  Anything contained in this lease to
the contrary notwithstanding, in no event shall Landlord be liable to Tenant for
any consequential,  indirect,  special, exemplary or punitive damages unless due
to Landlord's carelessness, negligence or improper conduct.

51.   NOTICE OF LANDLORD'S DEFAULT
      ----------------------------

In the event of any alleged  default in any  obligation  of Landlord  under this
lease,  Tenant will deliver to Landlord  written  notice listing the reasons for
Landlord's  default and Landlord will have thirty (30) days following receipt of
such notice to cure such  alleged  default or, in the event the alleged  default
cannot  reasonably be cured within a thirty (30) day period,  to commence action
and proceed  diligently to cure such alleged  default.  A copy of such notice to
Landlord will be sent to any holder of a mortgage or other  superior lien on the
Building or this lease of which  Tenant has been  notified  in writing,  and any
such holder will also have the same time periods to cure such  alleged  default,
but the same shall run concurrently with Landlord's thirty (30) day period.

52.   MODIFICATIONS REQUESTED BY MORTGAGEE
      ------------------------------------

If any  actual  or  prospective  holder  of a fee or  mortgage  interest  in the
Building,  the  improvements  thereon,  the  land  thereunder  or any  leasehold
interest in either  requires  the  modification  of this lease in such manner as
does  not  materially   lessen  Tenant's  rights  or  increase  its  obligations
hereunder,  Tenant shall not unreasonably  withhold or delay its consent to such
modification and shall execute and deliver such confirming documents therefor as
such holder requires.

Lease Rider Page 10.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

53.   ESTOPPEL CERTIFICATE
      --------------------

Tenant,  at any time, and from time to time,  upon at least ten (10) days' prior
notice by Landlord, shall execute,  acknowledge and deliver to Landlord,  and/or
to any other person, firm or corporation specified by Landlord (the "Recipient")
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 and
effect as modified  and stating the  modifications),  stating the dates to which
the Annual Base Rent and  additional  rent have been paid,  whether or not there
exists any default by Landlord  under this lease,  and, if so,  specifying  each
such  default  and any other  matters  reasonably  requested  by Landlord or the
Recipient.

54.   NOTICES
      -------

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 Laws,  either by
Landlord  to  Tenant  or by  Tenant to  Landlord,  shall be in  writing.  Unless
otherwise  required by any such Laws, such notice or demand shall be given,  and
shall be deemed  to have been  served  and given  when such  notice or demand is
mailed by registered or certified mail deposited  enclosed in a securely  closed
post-paid  wrapper,  in a United  States Postal  Service  general or branch post
office,  or official  depository  within the exclusive care or custody  thereof,
addressed  to either  party,  at its address set forth on the first page of this
Lease. After Tenant shall occupy the demised premises, the address of Tenant for
notices, demands,  consents,  approvals or disapprovals shall be at the Building
with a copy to the address on the first page of this lease,  provided,  however,
that  statutory  notices shall be served upon Tenant at the demised  premises in
the manner  provided by law.  Either party may, on ten (10) days prior notice as
aforesaid,  designate a different  address or addresses  for  notices,  demands,
consents,  approvals  or  disapprovals,  or  statements  to be sent  to it.  The
foregoing  notwithstanding,  rent bills and  statements  may be sent by ordinary
mail.

55.   AS IS
      -----

Tenant  acknowledges  that it has  inspected  and is  fully  familiar  with  the
Building  and the  demised  premises,  and  agrees  that  Landlord  shall not be
obligated to make any  improvements  or alterations  to the demised  premises to
prepare it for Tenant's  occupancy or otherwise,  and that Tenant  covenants and
agrees to accept the demised premises in "as is" condition,  except as otherwise
provided in Exhibit "B" ("Landlord's  Work") which is attached hereto and made a
part hereof.  Tenant  acknowledges that nothing contained herein, and no consent
or  approval  which  may be issued  by  Landlord  in  connection  with  Tenant's
alterations or otherwise shall  constitute an express or implied  representation
of Landlord  that the  demised  premises  or the  Building  (with or without any
alteration)  will be  suitable,  feasible  or lawful for any general or specific
use, purpose or requirement of Tenant.  Except as otherwise  provided in Exhibit
"B", all work  required to enable  Tenant to use the demised  premises  shall be
provided  by  Tenant  at  is  sole  expense  pursuant  to  plans,  drawings  and
specifications  therefor  prepared by Tenant and  submitted  to, and approved by
Landlord, subject to the provisions of this lease and the requirements of Laws.

56.   INSURANCE
      ---------

During  the term of this lease and at all other  times (if any) that  Tenant has
possession  of the  demised  premises,  Tenant  shall  pay for and keep in force
comprehensive  general liability policies with broad form endorsements and water
damage legal  liability  coverage  against any and all  liability  occasioned by
accident or occurrence, such policies to be written by recognized and well-rated
insurance companies authorized to transact business in the State of New York, in
the minimum amount of $5,000,000.00 combined single limit for personal injuries,
death,  and loss of, and damage to  property.  Tenant  shall  obtain  "All Risk"
insurance  having  extended  coverage  for fire  and  other  casualties  for its
personal property, fixtures and equipment for the full replacement value thereof
and such insurance  policies,  and any other property damage policies of Tenant,
shall have an  appropriate  clause or  endorsement  whereby the  insurer  waives
subrogation  or consents to a waiver of the right of recovery  against  Landlord
and Landlord's  agent, and, to the extent permitted by law, Tenant hereby agrees
not to make any claim  against,  or seek to recover from  Landlord or

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<PAGE>

Landlord's  agent for any loss or damage to property of the type covered by such
insurance  without regard to whether  Tenant's claims exceed the coverage limits
of its insurance  policies.  If the waiver and release set forth in the previous
sentence  shall be prohibited by law, the liability of any party that would have
been released shall be secondary to the other's insurance. If at any time during
the term of this lease it appears  that  public  liability  or  property  damage
limits in the City of New York for premises similarly situated, due regard being
given to the use and occupancy  thereof,  are higher than the foregoing  limits,
then Tenant shall increase the foregoing  limits  accordingly.  Landlord and its
agent(s) and mortgagee(s), as appropriate, shall be named as additional insureds
in the  aforesaid  general  liability  insurance  policies.  All policies  shall
provide  that  Landlord  shall be afforded  thirty  (30) days'  prior  notice of
cancellation of such insurance.  Tenant shall deliver  certificates of insurance
evidencing such policies.  All premiums and charges for the aforesaid  insurance
shall be paid by Tenant and if Tenant  shall fail to make such payment when due,
Landlord  may pay it (after  notice  and  expiration  of period to cure) and the
amount  thereof  shall be repaid to  Landlord by Tenant on demand and the amount
thereof  may,  at the  option of  Landlord  be added to and become a part of the
additional  rent  payable  hereunder.  Tenant  shall not violate or permit to be
violated  any  condition of any of said  policies  and Tenant shall  perform and
satisfy the requirements of the companies writing such policies.

57.   HAZARDOUS MATERIALS
      -------------------

      A. For purposes of this lease, "hazardous materials" means any explosives,
radioactive  materials,  hazardous wastes, or hazardous  substances,  including,
without  limitation,   substances  defined  as  "hazardous  substances"  in  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. ss.ss. 9601-9657;  the Hazardous Materials Transportation Act
of 1975, 49 U.S.C.ss.ss.  1801-1812;  the Resource Conservation and Recovery Act
of 1976, 42 U.S.C.  ss.ss.  6901-6987;  or any other similar laws (collectively,
"hazardous materials laws").

      B.  Tenant  will not cause or permit  the  storage,  use,  generation,  or
disposition of any hazardous  materials in, on, or about the demised premises or
the Building by Tenant, its agents,  employees, or contractors.  Tenant will not
permit the  demised  premises  to be used or operated in a manner that may cause
the  demised  premises  or the  Building  to be  contaminated  by any  hazardous
materials in violation of any hazardous  materials laws. Tenant will immediately
advise Landlord in writing of (1) any and all  enforcement,  cleanup,  remedial,
removal, or other governmental or regulatory actions instituted,  completed,  or
threatened  pursuant to any hazardous  materials  laws relating to any hazardous
materials affecting the demised premises;  and (2) all claims made or threatened
by any third party against Tenant, Landlord, or the demised premises relating to
damage,  contribution,  cost recovery,  compensation,  loss, or injury resulting
from  any  hazardous  materials  on  or  about  the  demised  premises.  Without
Landlord's  prior written  consent,  Tenant will not take any remedial action or
enter into any  agreements  or  settlements  in response to the  presence of any
hazardous materials in, on, or about the demised premises.

      C. Tenant will be solely  responsible  for and will defend,  indemnify and
hold Landlord,  its agents,  and employees harmless from and against all claims,
costs, and liabilities,  including  attorneys' fees and costs, arising out of or
in  connection  with  Tenant's  breach  of  its  obligations  in  this  Article,
including,  but not limited to, the removal,  cleanup,  and restoration work and
materials  necessary to return the demised  premises  and any other  property of
whatever nature located on the Building to their condition existing prior to the
appearance of Tenant's  hazardous  materials on the demised  premises.  Tenant's
obligations  under this Article will survive the expiration or other termination
of this lease.

58.   BANKRUPTCY
      ----------

Without  limiting  any of the  provisions  of Articles  16, 17 or 18 hereof,  if
pursuant to the Bankruptcy  Code of 1978, as the same may be amended,  Tenant is
permitted  to assign this lease in disregard  of the  restrictions  contained in
Article 11 or any other  provisions  of this lease,  Tenant agrees that adequate

Lease Rider Page 12.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

assurance of future  performance by the assignee permitted under such Code shall
mean the deposit of cash security with Landlord in an amount equal to the sum of
one (1) year's Annual Base Rent then reserved  hereunder plus an amount equal to
all additional  rent payable under the provisions of this lease for the calendar
year  preceding  the  year in  which  such  assignment  is  intended  to  become
effective,  which deposit shall be held by Landlord,  without interest,  for the
balance  of the  term of this  lease  as  security  for the  full  and  faithful
performance of all of the obligations under this lease on the part of Tenant yet
to be performed.  If Tenant receives or is to receive any valuable consideration
for such an  assignment  of this lease  pursuant to the  Bankruptcy  Code,  such
consideration,  after deducting therefrom (A) the brokerage commissions, if any,
and other expenses reasonably incurred by Tenant for such assignment and (B) any
portion of such consideration  reasonably designated by the assignee as paid for
the purchase of Tenant's property in the demised  premises,  shall be and become
the sole and  exclusive  property of Landlord and shall be paid over to Landlord
directly by such assignee.  In addition,  adequate assurance shall mean that any
such  assignee  of this lease  shall have a net worth,  exclusive  of good will,
equal to at least  fifteen  (15) times the  aggregate  of the  Annual  Base Rent
reserved  hereunder plus all additional rent for the preceding  calendar year as
aforesaid.

59.   HOLDING OVER
      ------------

Tenant  will  have no right to remain  in  possession  of all or any part of the
demised  premises  after the  expiration  of the  term.  If  Tenant  remains  in
possession of all or any part of the demised premises after the end of the term,
with the express or implied consent of Landlord: (a) such tenancy will be deemed
to be a periodic  tenancy from  month-to-month  only;  (b) such tenancy will not
constitute a renewal or extension  of this lease for any further  term;  and (c)
such tenancy may be  terminated by Landlord upon the earlier of thirty (30) days
prior  written  notice or the  earliest  date  permitted  by law. In such event,
monthly rent (the reasonable value of use and occupancy) will be increased to an
amount  equal to one  ninth  (1/9) of the sum of the  Annual  Base Rent plus all
additional  rentals payable during last year of the term, and any other sums due
for  additional  rent  under this lease will be payable in the amount and at the
times specified in this lease.  Such  month-to-month  tenancy will be subject to
every other term,  condition,  and covenant contained in this lease. Neither the
billing nor the  collection  of use and  occupancy  in the above amount shall be
deemed a waiver of any right of Landlord to collect damages for Tenant's failure
to vacate the demised  premises  after the  expiration or sooner  termination of
this lease.  The  provisions  of this Article  shall  survive the  expiration or
sooner termination of this lease.

60.   CONDITIONAL LIMITATION
      ----------------------

      A.  In the  event  that  twice  in any  twelve  (12)  month  period  (A) a
non-monetary  default of the kind set forth in Article 17(1) shall have occurred
or (B)  Tenant  shall  have  defaulted  in the  payment  of Annual  Base Rent or
additional  rent,  or any part of either,  and Landlord  shall have  commenced a
summary   proceeding  to  dispossess   Tenant  in  each  such  instance,   then,
notwithstanding  that such  defaults  may have been  cured at any time after the
commencement  of such summary  proceeding,  any further default by Tenant within
such twelve (12) month period shall be deemed to be a violation of a substantial
obligation  of this lease by Tenant and  Landlord  may serve a written  ten (10)
days' notice of  cancellation of this lease upon Tenant and, upon the expiration
of said ten (10) days, this lease and the term shall end and expire as fully and
completely as if the  expiration of such ten (10) day period were the day herein
definitely  fixed for the end and  expiration of this lease and the term of this
lease and Tenant shall then quit and surrender the demised premises to Landlord,
but Tenant shall remain liable as elsewhere provided in this lease.

      B. In the second (2nd) line of subdivision (1) of Article 17, "other than"
is replaced by "including, but not limited to,".

61.   TENANT CHANGES
      --------------

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      A.  Supplementing  Article 3, Landlord's consent shall not be required for
minor changes to the demised premises such as the installation of typical office
decorations,  furniture, furnishings, cabinets and shelves which are not affixed
to  the  realty.  All  other  renovations,   signs,  additions,   installations,
improvements and alterations of any kind or nature in or to the demised premises
whether  performed  by Tenant or by Landlord  (collectively,  "Tenant  Changes")
shall  require the prior  written  consent of Landlord  which,  in the case of a
non-structural  interior  Tenant  Changes,  Landlord  agrees not to unreasonably
withhold or delay. In granting its consent to any Tenant  Changes,  Landlord may
impose such  reasonable  conditions as Landlord may  reasonably  require.  In no
event shall  Landlord be  required to consent to any Tenant  Changes  that would
adversely affect the structure of the Building,  the exterior thereof,  any part
of the Building outside of the demised  premises or the mechanical,  electrical,
heating,  ventilation,  air  conditioning,  sanitary,  plumbing or other service
systems and  facilities  (including  elevators) of the Building.  Tenant Changes
shall be performed only by contractors designated or approved by Landlord (which
approval  shall not be  unreasonably  withheld or delayed)  in  accordance  with
plans,  drawings  and  specifications  prepared by Tenant at its own expense and
submitted to, and approved in writing by Landlord. In connection with Landlord's
review,  modification,  approval,  supervision  and/or  coordination  of  Tenant
Changes,  Tenant  shall,  promptly  upon  demand,  reimburse  Landlord  for  any
reasonable  out-of-pocket  fees, expenses and other charges incurred by Landlord
or its agent in connection with the review, modification and/or approval of such
plans and  specifications  by Landlord  and other  professional  consultants  of
Landlord. Tenant shall promptly provide such evidence as Landlord may request to
substantiate  any such costs incurred by Tenant.  Tenant shall, at its sole cost
and expense, in making any Tenant Change,  comply with all requirements of Local
Law No. 5 of 1973 of The City of New York and the  Americans  With  Disabilities
Act, as heretofore and hereafter amended, as well as all other applicable Laws.

      B.  Nothing in this lease is intended to  constitute a consent by Landlord
to the subjection of Landlord's or Tenant's interest in the Building to any lien
or claim by any person that performs and/or supplies any work, labor,  material,
service or equipment to Tenant for any Tenant Change.  Landlord  hereby notifies
all such persons of such intent and each such person  agrees that by  performing
any Tenant  Changes for Tenant it accepts  that  Landlord  has not granted  such
consent  and that such  person  shall not have a right to file any lien or claim
against  such  interest of Landlord or Tenant in the Building or land upon which
it is located.  All materials and  equipment to be  incorporated  in the demised
premises as a result of all Tenant  Changes shall be new and first  quality;  no
such materials or equipment shall be subject to any lien,  encumbrance,  chattel
mortgage,  title retention or security agreement.  Tenant shall not, at any time
prior to or during the term of this lease,  directly or  indirectly  employ,  or
permit the  employment  of, any  contractor,  mechanic or laborer in the demised
premises,  whether in connection  with any Tenant  Changes or otherwise,  if, in
Landlord's sole discretion, such employment will interfere or cause any conflict
with other  contractors,  mechanics,  or laborers  engaged in the  construction,
maintenance or operation of the Building by Landlord,  Tenant or others.  In the
event of any such  interference  or conflict,  Tenant,  upon demand of Landlord,
shall cause all contractors,  mechanics or laborers causing such interference or
conflict to leave the Building immediately.

      C. Any Tenant  modifications,  changes or  alterations to the Class E fire
safety  system for the floor in the  Building on which the demised  premises are
located  ("Fire  Safety  System"),  including  without  limitation,   installing
speakers, strobes and pull stations, making modifications to the reentry door(s)
and making other Class E installations and hookups and making  modifications and
additions to said Fire Safety  System,  shall be performed by Tenant at its sole
cost and expense pursuant to plans,  drawings and specifications  therefor to be
prepared by Tenant and submitted  to, and approved by Landlord.  If Tenant shall
have  made  such  changes  before  Tenant's  initial  occupancy  of the  demised
premises,  Tenant shall  deliver to Landlord a letter  issued by the  Building's
Fire  Safety  System  vendor/service  provider  indicating  that all Fire Safety
System  devices  located on the floor on which the Demised  Premises are located
are functioning  properly together with a schedule  indicating the dates for

Lease Rider Page 14.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

the pre-testing and final testing of the Fire Safety System  providing for final
testing  to be  completed  within six (6)  months  from the date of the  initial
filing of any plans for any Tenant  Change with the  Department  of Buildings of
the City of New  York.  Tenant  shall  use only the  contractor  or  contractors
designated by Landlord  with respect to any Tenant  Change  relating to the Fire
Safety System as well as the maintenance, repair and replacement thereof, all of
which  are to be done by  Tenant  at its own  expense.  The  costs  incurred  in
connection with the modification kit for the Fire Safety System for the floor on
which the demised  premises  are  located to  accommodate  Tenant's  Fire Safety
System shall be paid by Tenant as additional  rent within ten (10) days of being
billed therefor by the Landlord.

      D. Tenant  covenants and agrees that prior to and  throughout  the demised
term,  it  shall  not take any  action  which  would  violate  Landlord's  union
contract,  if any,  affecting  the  Building,  nor  create  any  work  stoppage,
picketing, labor disruption or dispute, or any interference with the business of
the  Landlord or any other tenant or occupant in the Building or with the rights
and privileges of any person(s) lawfully in said Building.

      E.  Certificates  of  insurance  from  Tenant's  contractor(s)  evidencing
insurance  policies  for each  Tenant  Change in forms,  amounts,  carriers  and
coverages  satisfactory  to Landlord  (including,  but not limited to,  adequate
Builder's  Risk  coverage)  protecting  Tenant,   Landlord,   Landlord's  agent,
Landlord's  mortgagee,  and the Tenant's contractors and subcontractors shall be
submitted to Landlord for its review and approval prior to the  commencement  of
any Tenant Change.  Such insurance for construction shall be in addition to, and
not in lieu of any other  insurance  required to be carried by Tenant under this
lease.

      F. INTENTIONALLY DELETED

62.   LIMITATION ON RENT
      ------------------

If at the  Commencement  Date, or at any time during the Term,  any of the rents
reserved  in this  lease are not  fully  collectible  by reason of any  Federal,
State, County or City law, proclamation,  order or regulation, or direction of a
public  officer or body  pursuant  to law,  Tenant  agrees to take such steps as
Landlord may reasonably  request to permit Landlord to collect the maximum rents
which may be legally  permissible  from time to time during the  continuance  of
such legal rent restriction (but not in excess of the amounts reserved  therefor
under this lease).  Upon the termination of such legal rent restriction,  Tenant
shall pay to  Landlord,  to the extent  permitted by law, an amount equal to (a)
the rents that would  have been paid  pursuant  to this lease but for such legal
rent restriction less (b) the rents paid by Tenant to Landlord during the period
such legal rent restriction was in effect.

63.   CONSENTS AND APPROVALS
      ----------------------

If Tenant shall request  Landlord's  consent or approval and Landlord shall fail
or refuse to give such consent or approval,  Tenant shall not be entitled to any
damages for any  withholding  by Landlord of its consent or  approval,  it being
agreed that Tenant's sole remedy shall be an action for specific  performance or
an injunction, and that such remedy shall be available only in those cases where
Landlord  has  expressly  agreed in writing  not to  unreasonably  withhold  its
consent or approval or where as a matter of law  Landlord  may not  unreasonably
withhold its consent or approval.

64.   CONFLICT BETWEEN RIDER AND PRINTED LEASE
      ----------------------------------------

If and to the  extent  that any of the  provisions  of any  rider to this  lease
conflict or are  otherwise  inconsistent  with any of the printed  provisions of
this lease,  whether or not such  inconsistency is expressly noted in the rider,
the provisions of the rider shall prevail. The description of a particular right
or remedy of Landlord shall not be deemed exclusive or otherwise limit, waive or
impair Landlord's resort to any or all other rights and remedies available.  The
terms  "Owner" and  "Landlord",  whenever used in this lease shall have the same
meaning. The meaning and effect of this lease shall not be determined subject to
any  presumption  against  Landlord as drafter.  The doctrine of ejusdem generis
                                                                 ------- -------

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<PAGE>

shall  not be  applied  to limit a  general  description  to the  same  class or
category of things or matters  contained in the list (or  specific  description)
which the  general  description  follows or  otherwise  relates to. If a word or
phrase contained in a prior draft of this lease was deleted  intentionally,  the
meaning and effect of this lease shall be determined as if the language stricken
had not been included in any prior draft.

65.   TENANT'S FEDERAL EMPLOYER TAX IDENTIFICATION NUMBER
      ---------------------------------------------------

Tenant states that its Federal Employer Tax  Identification (or Social Security,
as the case may be) Number (the "Number") is as follows:  13-1203170.  From time
to time,  upon  Landlord's  request,  Tenant  shall  confirm in writing that the
Number  provided by Tenant is correct and, if it is missing or  incorrect,  what
the correct number is. Tenant shall indemnify  Landlord from and against any and
all  liability  for  any  claim,  fine,  penalty,  cost  or  expense  (including
attorneys'  fees) paid,  suffered  or incurred by reason of Tenant's  failure to
comply with this Article.  Tenant shall,  if required by law, obtain a sales tax
identification number and furnish the same to Landlord upon request.

66.   NO ROOF ACCESS
      --------------

Tenant has been  advised by Landlord  and Tenant  agrees and  acknowledges  that
Tenant,  Tenant's employees,  guests,  invites, and agents shall not at any time
for any reason  whatsoever  use,  access,  enter or have any rights in or to the
roof or roof top area of the  Building.  Tenant's  failure to abide by the terms
and conditions of this Article shall be deemed a material default of the Lease.

67.   GOVERNMENTAL REGULATIONS
      ------------------------

Notwithstanding  anything contained in the lease to the contrary, if at any time
during the term of this  lease,  Landlord  expends any sums for  alterations  or
improvements to the Building which are required to be made pursuant to any Legal
Requirement  (as  hereinafter  defined),   Tenant  shall  pay  to  Landlord,  as
additional  rent,  Tenant's  Percentage  of such cost within ten (10) days after
demand  therefor.  For the purposes  hereof:  (i) the cost of any  alteration or
improvement  shall be deemed to include the cost of labor and  materials and the
costs for preparing any necessary plans and the fees for filing such plans;  and
(ii) the term "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 and  improvements  constituting  the
Building or the demised  premises or any part thereof,  including the sidewalks,
curbs or areas adjacent thereto and all requirements, obligations and conditions
of all instruments of record on the date of this lease.

68.   PARTNERSHIP TENANT
      ------------------

If Tenant is a  partnership  (or if this lease shall be assigned  to, or held by
two (2) or more persons,  individually  and/or as co-partners of a partnership),
any such  partnership  and such  persons are  referred  to in this  Article as a
"Partnership  Tenant," then the following provisions of this Article shall apply
to such Partnership  Tenant: (i) the liability of each of the parties comprising
a  Partnership  Tenant shall be joint and several,  and (ii) each of the parties
comprising a Partnership  Tenant hereby consents in advance to, and agrees to be
bound by, any written  instrument  which may  hereafter be  executed,  changing,
modifying or discharging this Lease, in whole or in part, or surrendering all or
any part of the  demised  premises to  Landlord,  and by any  notices,  demands,
requests or other  communications  which may hereafter be given by a Partnership
Tenant or by any of the parties  comprising a Partnership  Tenant, and (iii) any
bills, statements,  notices,  demands, requests or other communications given or
rendered to a Partnership Tenant and to all such parties shall be binding upon a
Partnership Tenant and all such parties,  and (iv) if a Partnership Tenant shall
admit new  partners,  all of such new partners  shall,  by their  admission to a
Partnership  Tenant, be deemed to have assumed  performance of all of the terms,
covenants  and

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<PAGE>

conditions  of this Lease on Tenant's  part to be observed  and  performed as if
each of them had signed this lease as one of the original parties comprising the
Tenant, and (v) a Partnership Tenant shall give prompt notice to Landlord of the
admission of any such new  partners,  and upon demand of  Landlord,  shall cause
each such new partner to execute and  deliver to Landlord an  agreement  in form
satisfactory to Landlord, wherein each such new partner shall assume performance
of all the terms,  covenants and conditions of this Lease on Tenant's part to be
observed and performed as aforesaid (but neither  Landlord's  failure to request
any such agreement nor the failure of any such new partner to execute or deliver
any such agreement to Landlord shall vitiate the provisions of subdivision  (iv)
of this Article).

69.   SORTING AND SEPARATION OF REFUSE AND TRASH
      ------------------------------------------

Tenant  covenants and agrees,  at its sole cost and expense,  to comply with all
Laws  regarding  the  collection,  sorting,  separation  and  recycling of waste
products,  garbage,  refuse and trash. Tenant shall sort and separate such waste
products,  garbage,  refuse and trash into such  categories as provided by Laws.
Each separately  sorted  category of waste products,  garbage and trash shall be
placed in separate  receptacles  reasonably approved by Landlord.  Such separate
receptacles may at Landlord's  option,  be removed from the demised  premises in
accordance with a collection  schedule prescribed by Laws. Landlord reserves the
right to refuse to collect or accept  from  Tenant any waste  products,  garbage
refuse or trash  which are not  separated  and sorted as required by Laws and to
require Tenant to arrange for such collection, at Tenant's sole cost and expense
utilizing a contractor  satisfactory  to  Landlord.  Tenant shall pay all costs,
expenses, fines, penalties or damages which may be imposed on Landlord or Tenant
by reason of Tenant's  failure to comply with the  provisions  of this  Article,
and,  at  Tenant's  sole cost and  expense,  shall  indemnify,  defend  and hold
Landlord  harmless  on demand from and  against  any  actions,  claims and suits
arising  from such  non-compliance,  utilizing  counsel  hired by Tenant that is
reasonably satisfactory to Landlord.

70.   CERTAIN TAX INCENTIVE AND ABATEMENT PROGRAMS
      --------------------------------------------

      A.  Landlord  and  Tenant  acknowledge  that  Landlord  may  apply  for  a
certificate  of  eligibility  from the  Department of Finance of the City of New
York  determining  that  Landlord is eligible  to apply for  exemption  from tax
payments for the Building  pursuant to the  provisions of Section 11-256 through
11-267 (the "ICIP Program") of the  Administrative  Code of the City of New York
and the  regulations  promulgated  pursuant  to the ICIP  Program.  Any such tax
exemption for the Building is referred to as "Tax  Exemption"  and the period of
such Tax Exemption is referred to as the "Tax Exemption Period". Landlord agrees
that Tenant  shall not be required to (a) pay Taxes or charges  which become due
because of the willful  neglect or fraud by Landlord in connection with the ICIP
Program  or (b)  otherwise  relieve  or  indemnify  Landlord  from any  personal
liability arising under the ICIP Program, except where imposition of such Taxes,
charges or  liability  is  occasioned  by actions of Tenant in violation of this
Lease.  Tenant agrees (i) to report to Landlord,  as often as is necessary under
such  regulations,  the number of workers  engaged in  employment in the Demised
Premises,  the nature of each  worker's  employment  and the  residency  of each
worker and to provide access to the Demised  Premises by employees and agents of
the Department of Finance of the City of New York at all reasonable times at the
request of  Landlord,  (ii) that any work  performed  by Tenant or any person or
entity claiming  through or under Tenant shall be subject to the requirements of
Executive  Order  No.  50  (April  25,  1980)  and  the  Rules  and  Regulations
promulgated  thereunder  (collectively,  "EO 50") and the ICIP Program and (iii)
that Tenant will  comply  with and cause its  general  contractor,  construction
manager,  and all other  subcontractors  (collectively,  the  "Contractors")  to
comply with EO 50 and the ICIP Program.  Tenant represents to the Landlord that,
within the seven (7) years immediately  preceding the date of this Lease, Tenant
has not been adjudged by a court of competent  jurisdiction  to have been guilty
of (x) an act,  with  respect  to a  building,  which is made a crime  under the
provisions  of  Article  150 of the  Penal  Law of the  State of New York or any
similar law of another  state,  or (y) any act made a crime or  violation by the
provisions of Section 235 of the Real Property Law of the State of New York, nor
is any charge for a

Lease Rider Page 17.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

violation  of such laws  presently  pending  against  Tenant.  Upon  request  of
Landlord,  from time to time, Tenant agrees to update said  representation  when
required because of the ICIP Program and regulations thereunder.  Tenant further
agrees to  cooperate  with  Landlord in  compliance  with such ICIP  Program and
regulations to aid Landlord in obtaining and  maintaining the Tax Exemption and,
if requested by Landlord, to post a notice in a conspicuous place in the Demised
Premises  and to publish a notice in a newspaper of general  circulation  in the
City of New  York,  in such form as shall be  prescribed  by the  Department  of
Finance  stating that persons  having  information  concerning  any violation by
Tenant of Section 235 of the Real  Property Law or any Section of Article 150 of
the Penal  Law or any  similar  law of  another  jurisdiction  may  submit  such
information  to the  Department  of  Finance  to be  considered  in  determining
Landlord's  eligibility for benefits.  Tenant  acknowledges that its obligations
under the provisions of Subsection 23.02.A.  may be greater if Landlord fails to
obtain a Tax  Exemption,  and agrees that  Landlord  shall have no  liability to
Tenant nor shall Tenant be entitled to any  abatement or  diminution  of rent if
Landlord fails to obtain a Tax Exemption.

      B.  Landlord  has  applied  or may  hereafter  apply to make  the  demised
premises eligible for the New York City Commercial  Enhancement Program ("CEP").
If Tenant is deemed  eligible for CEP, any reduction in real  property  taxes on
the Tenant's  Percentage  thereof will be passed  through to the tenant.  Tenant
understands  that the  minimum  required  expenditure  for any given space to be
eligible for CEP is $2.50 per square foot or $25 per square  foot,  depending on
the  length  and  nature of the lease.  The  tenant  also  understands  that all
abatements  granted under CEP are  contingent  upon  Landlord's  payment of real
estate taxes,  water or sewer charges,  and/or other lienable charges during the
benefit  period,  which Landlord  covenants to pay.  Benefits will be revoked if
such charges are not paid as provided in the relevant law.

      C. Tenant agrees to submit a complete Energy Cost Savings Program ("ECSP")
application  to the New York City  Department  of Business  Services  ("DBS") as
directed by Landlord or Landlord's representative.  Tenant agrees to comply with
ECSP and DBS rules and  regulations  regarding same. This includes the submittal
of all appropriate  documentation required for the ECSP approval including,  but
not  limited  to,  one  week  of  payroll  information  current  at the  time of
application  submittal,  disclosing the identity of all company principals,  and
the like.  Landlord will cooperate with Tenant's  application  process as it may
pertain to the  supplying of Landlord  requisite  information.  If Tenant has an
existing  lease  at the  time of ECSP  building  approval,  it must  submit  the
completed  ECSP  application to DBS within ninety (90) days of such approval and
notification by Landlord.

      D. In no event shall  Landlord  have any  liability  to Tenant if Landlord
fails to obtain the benefits, in whole or in part, of any tax abatement,  credit
or exemption described in this Article or otherwise.

71.   AIR CONDITIONING
      ----------------

      A. Tenant shall, at its own cost and expense operate, maintain, repair and
replace the air  conditioning  system,  equipment  and  facilities  (hereinafter
called the "AC  System") now or  hereafter  located in or servicing  the demised
premises,  and  provide a repair and  maintenance  contract  in form  reasonably
satisfactory  to  Landlord  with an air  conditioning  contractor  or  servicing
organization approved by Landlord.  Any additions or other alterations to the AC
System shall require  Landlord's prior written consent,  which consent shall not
be unreasonably  withheld in accordance  with the applicable  provisions of this
lease relating to "Tenant  Changes".  The electricity  consumed by the AC System
shall be paid for by Tenant subject to the applicable provisions of Article 49.

      B. If the AC System shall consist of one or more package  air-conditioning
or air  handling  units  (collectively,  the  "Units")  located  in the  demised
premises,  condenser  water will be provided by Landlord at  Landlord's  expense
from Monday to Friday, 8:00A.M. to 8:00P.M. and Saturday,  8:00A.M. to 5:00P, M.
during the period May 1 to October 31.

Lease Rider Page 18.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

      C. Tenant's obligation to maintain Units shall include, but not be limited
to, the periodic cleaning and/or  replacements of filters,  replacement of fuses
and  belts,  the  calibration  of  thermostats  and all  startup  and shut  down
maintenance  of the  Units.  In the  event  Tenant  shall  fail to engage an air
conditioning company as provided in this Article, or Landlord chooses to service
and  maintain the units,  Landlord  may (but shall not be obligated  to) perform
such maintenance  and/or engage an air conditioning  service company at Tenant's
expense to perform the aforesaid  maintenance on the Units, and Tenant shall pay
within  thirty (30) days of demand as  additional  rent  hereunder  all expenses
incurred by Landlord in connection therewith.

            The foregoing notwithstanding, commencing as of the inception of the
term of this lease and  continuing  until  further  notice to the contrary  from
Landlord,  Landlord shall have Katz Metal  Fabricators (or any other replacement
air  conditioning  service  contractor  selected by Landlord)  perform  Tenant's
maintenance  obligations under this Article at Tenant's expense,  with Tenant to
pay Landlord  additional  rent in the sum of $415.00 per month in advance on the
first  day of each and every  month  during  the term for such air  conditioning
maintenance  contract,  subject to reasonable  adjustments  from time to time on
prior  written  notice from  Landlord  to Tenant to reflect  changes in the cost
thereof.

      D. If any permit or license  shall be  required  for the  operation  of AC
System,  Landlord shall have the option of obtaining the same on Tenant's behalf
and at Tenant's  expense,  or by written notice to Tenant requiring  Tenant,  at
Tenant's expense, to obtain and maintain any such permit or license.

      E.  Landlord  reserves  the right to  interrupt,  curtail or  suspend  the
services  required to be  furnished  by  Landlord  under this  Article  when the
necessity therefore arises by reason of accident, emergency, or when required by
any law,  order  or  regulation  of any  Federal,  State,  County  or  Municipal
authority  or for any other cause  beyond the  reasonable  control of  Landlord.
Landlord  shall use due  diligence  to complete  all  required  repairs or other
necessary work as quickly as possible so that Tenant's  inconvenience  resulting
there from may be for as short a period of time as  circumstances  will  permit,
except  that  nothing  shall be  construed  so as to require  Landlord to employ
overtime  help. No  diminution or abatement of rent or additional  rent or other
compensation  or claim of  constructive  eviction  shall or will be  claimed  by
Tenant as a result there from nor shall this lease or any of the  obligations of
Tenant be affected  or reduced by reason of such  interruption,  curtailment  or
suspension.

72.   UTILITY SERVICES
      ----------------

Tenant  shall pay for any and all utility  services  used for or consumed in the
demised premises relating to Tenant's alteration, occupancy, use or operation of
the  demised  premises  at any time  prior,  during and after the Term.  As used
herein, "utility services" shall include, but not be limited to, energy charges,
any Internet access fees,  cable company  services,  and local and long distance
wired and  wireless  telephone  charges  for voice  and/or  data.  Tenant  shall
indemnify,  defend and hold  Landlord  harmless  on demand  from and against any
liability  of Landlord  for the  failure of Tenant to pay for  utility  services
furnished to Tenant.

73.   TENANT'S WORK AND CLEANING/TRASH SERVICES
      -----------------------------------------

      A. Subject to the  applicable  provisions of this Lease relating to Tenant
Changes, Tenant shall provide all of the work ("Tenant's Work") necessary for it
to use the demised  premises as contemplated in this Lease other than Landlord's
Work.

      B. Landlord, at its sole cost and expense, shall provide building-standard
cleaning and trash removal  services for the demised  premises  commencing as of
the date on which Tenant takes possession of the demised premises.

74.   INTENTIONALLY DELETED

75.   LOAN TOWARDS CONSTRUCTION COSTS
      -------------------------------

Lease Rider Page 19.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

In furtherance of the improvement of the demised premises and the performance of
"Landlord's  Work",  Tenant shall, upon the execution of this lease,  advance to
Landlord,  as a loan,  the sum of  $625,000.00  (the "Loan").  In  consideration
thereof,  Landlord  promises to pay to Tenant or order not later than January 1,
2006 (the "Maturity  Date") the sum of $625,000.00  with interest thereon at the
rate of six percent (6%) per annum,  compounded annually,  provided however that
the Loan and the rights and obligations of the parties in respect thereof, shall
be subject to the following terms, conditions and modifications:

      A. If Tenant  shall  have  exercised  its  rights  under  Article  76 (the
"Giveback  Clause")  then,  as of January  1, 2004 (the  "Giveback  Date"),  and
provided  Tenant is not then in default  of any  material  obligation  under the
Lease,  the  Loan  shall be  reduced  to  $407,916.05  (the  "Reduced  Principal
Amount"),  and Landlord shall pay to Tenant,  not later than January 15, 2004 an
amount  (the  "Refund")  equal to the  difference  between  the Loan  (plus  the
interest  accrued  thereon) and the Reduced  Principal  Amount,  and the Reduced
Principal  Amount shall thereupon  commence to accrue interest as aforesaid.  In
the event that Landlord shall fail to pay the Refund,  in whole or in part, when
due, any deficiency shall be added to the Reduced Principal Amount.

      B. If Tenant shall be in default  under any  provision of this Lease which
would entitle  Landlord to apply monies held as a Security  Deposit  pursuant to
Article  32,  Landlord  shall  have the right to cause the Loan (or the  Reduced
Principal  Amount, as the case may be) to be reduced  accordingly,  and, in each
such instance,  Landlord shall inform Tenant in writing of such  reduction,  and
Tenant shall advance to Landlord funds sufficient to replace the amount by which
the Loan (or the Reduced Principal Amount) shall have been so reduced within ten
(10) days of demand therefor.

      C. Not later than June 30, 2004 (the  "Adjustment  Date"),  Landlord shall
deliver  to  Tenant a  statement  setting  forth  (i) the  Loan (or the  Reduced
Principal  Amount) and the interest accrued  thereon,  (ii) the amount of Annual
Base  Rent  payable  through  the end of the  Term,  and  (iii)  the  date  (the
"Abatement Date") on which,  assuming all intervening payments of rent have been
made,  the Loan (or the  Reduced  Principal  Amount)  and the  interest  accrued
thereon  shall equal the Annual Base Rent due for the balance of the Term.  From
and after the  Abatement  Date,  the Annual Base Rent shall abate,  and for each
month of the Term for  which the Rent  shall  have so  abated,  the Loan (or the
Reduced  Principal  Amount)  shall be reduced by the amount of the Monthly  Base
Rent otherwise payable in respect of said month. In the event of an extension of
the Term under  Articles 77 and 78, payment of the Annual Base Rent shall resume
upon Landlord's  receipt of "Tenant's First Renewal Notice" under Article 77 (or
upon Landlord's receipt of "Tenant's Second Renewal Notice" under Article 78, as
the case may be) until such time that the  remainder of the Loan (or the Reduced
Principal  Amount) and the interest  accrued thereon shall equal the Annual Base
Rent  payable  through  the end of the "First  Renewal  Period"  (or the "Second
Renewal Period", as the case may be), whereupon the Annual Base Rent shall again
abate. If, during the Term or any Renewal Period thereof, Tenant shall have been
placed in  liquidation  or  rehabilitation  by the  State of New York  Insurance
Department,  become  insolvent,  entered into  receivership,  or  adjudicated  a
bankrupt,  then,  notwithstanding  the foregoing  provisions of this Article 75,
Paragraph  C, any  abatement  of Annual  Base Rent on account of the Loan or the
Reduced  Principal  Amount which would then  otherwise be in effect shall cease,
and Tenant shall resume  payment of Annual Base Rent (and the monthly  reduction
of the Loan or the Reduced  Principal Amount shall cease) during the pendency of
such  liquidation,  rehabilitation,  insolvency,  receivership,  or  bankruptcy.
Thereafter,  the Rent abatement and Loan reduction  provisions  shall resume for
the balance of the Term or any Renewal Period  thereof,  at the end of which any
remaining  balance  of  principal  and  interest  in  respect of the Loan or the
Reduced Principal Amount shall be paid by Landlord to Tenant on demand.

      D. Not later then the last day of the Term (as  extended  if  applicable),
Landlord shall prepare and submit to Tenant a  reconciliation  setting forth the
amounts, if any, then due and payable to either party hereunder, and the parties
shall resolve same in good faith.

Lease Rider Page 20.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

76.   GIVEBACK CLAUSE
      ---------------

If Tenant is not in default  under  this  lease and it  remains  in effect,  the
initial  Tenant named herein shall have a right to surrender  the portion of the
demised premises labeled "Giveback Space" in Exhibit "A" effective as of January
1, 2004 (the "Giveback  Date"),  provided that Tenant notifies  Landlord of such
election  to  surrender  the  Giveback  Space broom clean and free of all liens,
claims,  damages,  occupants  and  personal  property  on the  Giveback  Date by
certified  mail,  return  receipt  requested,  no later  than  October  1,  2003
("Giveback Notice"). If Tenant gives the Giveback Notice within the time (of the
essence), in the manner, and under the circumstances described above, and Tenant
surrenders the Giveback  Space within the time (of the essence),  in the manner,
and under the  circumstances  described above, the following  amendments to this
lease shall become effective on the Giveback Date:

      A. The demised premises shall no longer include the Giveback Space;

      B. The agreed "Rentable Square Footage" of the demised premises in Article
41 shall be changed from 25,000 to 15,380;

      C. The "Tenant's Percentage" in Article 41 shall be changed from 5.252% to
3.231%;

      D. The  "Annual  Base  Rent"  during the  period  from  January 1, 2004 to
December 31, 2004 shall be changed from $663,062.50 to $407,916.05 (the "Monthly
Base Rent" shall be changed from  $55,255.21  to  $33,993.00);  the "Annual Base
Rent"  during the period  from  January 1, 2005 to  December  31,  2005 shall be
changed  from  $682,954.38  to  $420,153.53  (the  "Monthly  Base Rent" shall be
changed from $56,912.87 to $35,012.79).

77.   FIRST ONE-YEAR RENEWAL OPTION
      -----------------------------

If Tenant is not in default  under  this  lease and it  remains  in effect,  the
initial Tenant named herein shall have an option to renew and extend the term of
this lease for a period of one (1) year,  i.e., from January 1, 2006 to December
31,  2006 (the "First  Renewal  Period")  by giving  notice of such  election to
Landlord  ("Tenant's  First Renewal  Notice") by certified mail,  return receipt
requested,  no later than September 1, 2005. If Tenant shall give Tenant's First
Renewal Notice to Landlord within the time (of the essence),  in the manner, and
under the  circumstances  described  in this  paragraph,  the Term of this lease
shall be renewed and  extended for the First  Renewal  Period on all of the same
terms, provisions, covenants and conditions except that:

      A. Tenant will accept the  demised  premises in "as is"  condition  at the
commencement of the First Renewal Period;

      B. The "Expiration Date" of this lease shall become December 31, 2006;

      C. If Tenant has exercised  its right to surrender  the  "Giveback  Space"
referenced  above,  the  "Annual  Base  Rent"  shall  be  $432,758.14  per  year
($36,063.18 per month) in and for the First Renewal Period;

      D. If Tenant has not exercised its right to surrender the "Giveback Space"
referenced  above,  the  "Annual  Base  Rent"  shall  be  $703,443.01  per  year
($58,620.25 per month) in and for the First Renewal Period.

78.   SECOND ONE-YEAR RENEWAL OPTION
      ------------------------------

If Tenant is not in default  under  this  lease and it  remains  in effect,  the
initial Tenant named herein shall have an option to renew and extend the term of
this lease for an additional  period of one (1) year, i.e., from January 1, 2007
to December  31, 2007 (the  "Second  Renewal  Period") by giving  notice of such
election to Landlord  ("Tenant's  Second  Renewal  Notice") by  certified  mail,
return receipt requested,  no later than September 1, 2006. If Tenant shall give
Tenant's Second Renewal Notice to Landlord within the time (of the essence),  in
the manner, and under the circumstances described in this paragraph, the

Lease Rider Page 21.                 Please Initial: Landlord _____ Tenant _____
<PAGE>

Term of this lease shall be renewed and extended for the Second  Renewal  Period
on all of the same terms, provisions, covenants and conditions except that:

      A. Tenant will accept the  demised  premises in "as is"  condition  at the
commencement of the Second Renewal Period;

      B. The "Expiration Date" of this lease shall become December 31, 2007;

      C. If Tenant has exercised  its right to surrender  the  "Giveback  Space"
referenced  above,  the  "Annual  Base  Rent"  shall  be  $445,740.88  per  year
($37,145.07 per month) in and for the Second Renewal Period;

      D. If Tenant has not exercised its right to surrender the "Giveback Space"
referenced  above,  the  "Annual  Base  Rent"  shall  be  $724,546.30  per  year
($60,378.86 per month) in and for the Second Renewal Period.

79.   PREMISES RENDERED UNUSABLE
      --------------------------

In the event that, as a direct result of (a) Landlord's  failure (i) to maintain
and repair the exterior and/or the public  portions of the Building  pursuant to
Article 4, (ii) to provide elevator  service,  heat or water pursuant to Article
31,  (iii) to provide  condenser  water for the AC System or  otherwise  provide
services  pursuant  to  Article 71 or (iv) to furnish  electricity  pursuant  to
Article  49  (except  as  otherwise  permitted  by  paragraphs  E or F);  or (b)
Landlord's  performance  of (x) work  within the  demised  premises  pursuant to
Article 13, (y) Building  alterations and repairs  pursuant to Article 20 or (z)
repairs or  maintenance  of the facade or exterior of the  Building  pursuant to
Article 47, Tenant shall be unable to use and occupy the demised  premises (or a
portion thereof) for the normal conduct of Tenant's  business as permitted under
the Lease,  Tenant  shall give written  notice to  Landlord,  which notice shall
specify  the  condition  complained  of. If  Landlord  shall fail to remedy said
condition and said failure  shall  continue for a period of fifteen (15) days or
more from the date of  receipt of the  foregoing  notice,  Tenant may  deliver a
second   notice  to   Landlord,   and  the   Monthly   Base  Rent  shall   abate
(proportionately  if only a portion of the demised  premises is so affected) for
the period  commencing  with  Landlord's  receipt of Tenant's  second notice and
continuing  until the earlier of the date such condition is remedied or the date
Tenant shall  re-occupy the demised  premises.  The foregoing  provisions  shall
apply  notwithstanding  any provision to the contrary  which would limit or deny
Tenant's right to abate Rent as set forth in this Lease.

80.   FAILURE TO GIVE POSSESSION
      --------------------------

      A.  Notwithstanding  the  provisions  of Article 24  hereof,  if  Landlord
anticipates that it will be unable to complete  "Landlord's Work" (as defined in
Exhibit "B" attached  hereto and made a part hereof) and deliver  possession  of
the demised  premises to Tenant by February 15, 2002,  Landlord  shall so notify
Tenant in writing no later than January 1, 2002.  Tenant shall  receive a credit
against  Annual  Base Rent in the amount of twice such rent,  prorated  for each
full week  following  February  15,  2002 until  Landlord  shall have  completed
Landlord's Work and delivered possession of the demised premises to Tenant.

      B. "Tenant's  Plans" (as defined in Exhibit "B" attached hereto and made a
part  hereof)  shall be  submitted  to,  agreed to and  approved  by Landlord by
November 1, 2001. If Tenant's Plans are not submitted to, agreed to and approved
by  Landlord by November 1, 2001,  then both  Landlord's  notification  date and
Tenant's rent credit effective date, as outlined in Paragraph A above,  shall be
tolled for every day that  Landlord does not have  approved  plans.  If Tenant's
Plans are not  submitted  to,  agreed to and approved by Landlord by December 1,
2001,  the  provisions  of this Article  shall be of no further force or effect,
provided however that Landlord's  consent shall not be unreasonably  withheld or
delayed.

Lease Rider Page 22.                 Please Initial: Landlord _____ Tenant _____
<PAGE>
                                   Exhibit "A"

                         Diagram of the Demised Premises
                         -------------------------------

   [Not to scale; all dimensions approximate; subject to actual conditions.]


Lease Rider Page 23.                 Please Initial: Landlord _____ Tenant _____
<PAGE>
                                   Exhibit "B"

                                 Landlord's Work
                                 ---------------

Landlord  shall do the following once at Landlord's  expense  promptly after the
date hereof and shall substantially  complete the same subject to the provisions
of Article 80:  Supply and install  "Landlord's  Work" as depicted in  "Tenant's
Plans" as defined below.

                                    Section I

"Landlord's Work" shall mean provide a newly finished space with newly renovated
common areas including the following:

1.    Supply and install air conditioning  equipment  complete with round spiral
      ductwork sufficient to cool entire premises.

2.    Supply and install  building-standard  separate electrical meter,  circuit
      breaker box, lighting, and electrical outlets.

3.    Insulate, sheetrock, and paint perimeter walls in entire premises.

4.    Paint concrete ceilings and columns in entire premises.

5.    Finish floor with a choice of gray epoxy or carpeting.

6.    Supply and  install  building-standard  perimeter  baseboard  heating  and
      thermostat(s).

7.    Supply and install building-standard windows throughout the premises.

8.    Construct building-standard ADA-compliant bathrooms.

9.    Construct building-standard hallways.


                                   Section II

IF TENANT'S PLANS HAVE BEEN AGREED TO AND APPROVED BY LANDLORD AS OF THE DATE OF
EXECUTION OF THIS LEASE,  "Tenant's  Plans" shall mean those plans identified as
___________________________________, signed by Landlord and attached hereto.

IF  TENANT'S  PLANS HAVE NOT BEEN  AGREED TO AND  APPROVED BY LANDLORD AS OF THE
DATE OF  EXECUTION  OF THIS  LEASE,  "Tenant's  Plans"  shall mean  those  plans
hereafter submitted to, agreed to and approved by Landlord.

ANY AND ALL OF TENANT'S  PLANS  HERETOFORE  OR  HEREAFTER  FURNISHED TO LANDLORD
SHALL BE SUBJECT TO THE APPLICABLE PROVISIONS OF THE LEASE TO WHICH THIS EXHIBIT
IS ATTACHED INCLUDING, BUT NOT LIMITED TO, ANY AND ALL APPLICABLE LAWS.




Lease Rider Page 24.                 Please Initial: Landlord _____ Tenant _____
<PAGE>