AMENDED, RESTATED AND CONSOLIDATED
                        MORTGAGE AND SECURITY AGREEMENT

                          dated as of December 13, 1999

                                      from

               1290 PARTNERS, L.P., a Delaware limited partnership

                              having an address at
                         c/o Victor Capital Group, L.P.
                                605 Third Avenue
                            New York, New York 10158
                        Attention: Ms. Jeremy FitzGerald

                                       to

  GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent for the Lenders

                              having an address at
                                 125 Park Avenue
                            New York, New York 10017
                           Attention: Mr. Rick Aurilio
     -----------------------------------------------------------------------



<PAGE>


 Premises:               1290 Avenue of the Americas
                         New York County, New York

                         Section 5, Block 1267, Lot 1

     -----------------------------------------------------------------------

             Prepared and drafted by and after recording return to:

                             Morrison & Foerster LLP
                           1290 Avenue of the Americas
                          New York, New York 10104-0050
                       Attention: Mark S. Edelstein, Esq.



                       AMENDED, RESTATED AND CONSOLIDATED
                         MORTGAGE AND SECURITY AGREEMENT
                         -------------------------------


         This Amended, Restated and Consolidated Mortgage and Security Agreement
(this "Mortgage") is executed as of December 13, 1999, by 1290 PARTNERS, L.P., a
Delaware limited partnership  ("Mortgagor"),  whose address for notice hereunder
is c/o Victor Capital Group,  L.P., 605 Third Avenue,  New York, New York 10158,
Attention:  Ms. Jeremy  FitzGerald,  for the benefit of GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation, as Administrative Agent for the Lenders (as
hereinafter  defined;  and in such  capacity,  together with its  successors and
assigns in such  capacity,  "Mortgagee"),  whose  address for notice is 125 Park
Avenue, New York, New York 10017, Attention: Mr. Rick Aurilio.

RECITALS

         WHEREAS,  Mortgagor is the owner of the fee estate in the real property
described in Exhibit A attached hereto (the "Land");

         WHEREAS,  Mortgagee is the present owner and holder of the notes, bonds
and/or other evidences of  indebtedness  described in Schedule 1 attached hereto
and made a part hereof  (collectively,  the "Existing  Notes"),  which  Existing
Notes  evidence an  indebtedness  of Mortgagor  to the Lenders in the  aggregate
outstanding principal amount of $425,000,000;


<PAGE>


         WHEREAS,  the Existing Notes are secured by the mortgages  described in
Schedule  2 attached  hereto  (collectively,  the  "Existing  Mortgage"),  which
Existing  Mortgages  constitute first and second priority liens on the Mortgaged
Property (as hereinafter defined) securing the aggregate  outstanding  principal
amount of $425,000,000;

         WHEREAS,  pursuant to an Amended,  Restated and Consolidated Promissory
Note,  dated as of the date hereof (together with all promissory notes delivered
in  substitution  or  exchange  therefor,  in  each  case  as  the  same  may be
consolidated,  severed, split, modified,  amended or extended from time to time,
the "Notes"), the terms and conditions of the Existing Notes are being combined,
consolidated,  modified,  amended  and  restated  in  their  entirety  so  as to
constitute  a  single  indebtedness  in  the  outstanding  principal  amount  of
$425,000,000 payable in accordance with the terms of such Notes;

         WHEREAS,  Mortgagor and Mortgage have agreed in the manner  hereinafter
set  forth  to (i)  combine  and  consolidate  the  Existing  Mortgages  and the
respective  liens thereof and (ii) amend,  modify and restate in their  entirety
the terms and  provisions of the Existing  Mortgages on the terms and conditions
hereinafter set forth; and

         WHEREAS, Mortgagor and Mortgagee intend these Recitals to be a material
part of this Mortgage.

         NOW,  THEREFOR,  in  consideration  of the  premises  and for  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto hereby agree as follows:

                                       2
<PAGE>

         A. The Existing  Mortgages  and the  respective  liens thereof are each
hereby combined and  consolidated so that together they shall  constitute in law
but one (1)  mortgage,  a single first  priority  lien,  covering the  Mortgaged
Property and securing the principal sum of $425,000,000,  together with interest
and  additional  interest  thereon  as  provided  in the Note and the other Loan
Documents (as hereinafter  defined),  and the terms,  covenants,  conditions and
provisions  of the  Existing  Mortgages,  as so combined and  consolidated,  are
hereby  amended,  modified and restated in their entirety so that henceforth the
terms, covenants, conditions and provisions of the Existing Mortgages shall read
and be as set forth in this Mortgage and Mortgagor  agrees to comply with and be
subject to all the terms, covenants, conditions and provisions of this Mortgage.

         B.  Mortgagor  hereby  certifies  that this  Mortgage  secures the same
indebtedness  evidenced  by the  Existing  Notes  and  secured  by the  Existing
Mortgages,  respectively,  and  secures no further or other or  indebtedness  or
obligation.  Neither  this  Mortgage  nor  anything  contained  herein  shall be
construed  as a novation of  Mortgagor's  indebtedness  to the Lenders or of the
Existing Notes, which shall remain in full force and effect as hereby confirmed,
combined, consolidated, modified, restated and superseded.

         C. This  Mortgage is an  extension  and  continuation  of the  existing
indebtedness  evidenced  and  secured  by the  Existing  Notes and the  Existing
Mortgages.

         D.  NOTWITHSTANDING  ANYTHING TO THE  CONTRARY  CONTAINED  HEREIN,  THE
MAXIMUM AMOUNT OF PRINCIPAL INDEBTEDNESS SECURED BY THIS MORTGAGE AT THE TIME OF
EXECUTION OR WHICH UNDER ANY  CONTINGENCY  MAY HEREAFTER  BECOME SECURED BY THIS
MORTGAGE AT
                                       3
<PAGE>


ANY TIME IS FOUR HUNDRED  TWENTY FIVE MILLION  DOLLARS  ($425,000,000); TOGETHER
WITH (A) INTEREST,  INCLUDING,  WITHOUT LIMITATION,  ADDITIONAL INTEREST, ON THE
AFORESAID  PRINCIPAL  INDEBTEDNESS  AT THE  RATES SET FORTH IN THE NOTES AND (B)
AMOUNTS  EXPENDED  BY  MORTGAGEE  AFTER  DEFAULT  OF SUMS  ADVANCED  OR PAID FOR
HEREUNDER  TO MAINTAIN  THE LIEN OF THIS  MORTGAGE  OR TO PROTECT  THE  PREMISES
SECURED BY THIS MORTGAGE,  INCLUDING, WITHOUT LIMITATION,  AMOUNTS IN RESPECT OF
INSURANCE PREMIUMS, IMPOSITIONS (OR PAYMENTS IN LIEU OF IMPOSITIONS), LITIGATION
EXPENSES TO PROSECUTE OR DEFEND THE RIGHTS,  REMEDIES AND LIEN OF THIS  MORTGAGE
OR TITLE TO THE PREMISES  SECURED HEREBY,  AND ANY COSTS,  CHARGES OR AMOUNTS TO
WHICH  MORTGAGEE OR THE LENDERS BECOME  SUBROGATED  UPON PAYMENT,  WHETHER UNDER
RECOGNIZED PRINCIPLES OF LAW OR EQUITY OR UNDER EXPRESS STATUTORY AUTHORITY.

         E. The  Existing  Mortgages,  as combined,  consolidated,  modified and
restated pursuant to this Mortgage, and obligations of Mortgagor hereunder,  are
hereby  ratified and  confirmed  and shall remain in full force and effect until
the full payment,  performance and  satisfaction of the obligations of Mortgagor
hereunder.

                                       4
<PAGE>


                                   ARTICLE I
                                  DEFINITIONS

         Section 1.1  Definitions.  As used herein,  the  following  terms shall
have the following meanings:

         (a)    "Indebtedness":   The  sum  of  all  (1)  principal,   interest,
additional  interest  and  other  amounts  due  under  or  secured  by the  Loan
Documents,  (2)  principal,  interest and other  amounts  which may hereafter be
loaned by the Lenders, their successors or assigns, to or for the benefit of the
owner of the Mortgaged  Property,  when  evidenced by promissory  notes or other
instruments  which,  by their  terms,  are  secured  hereby,  and (3) all  other
indebtedness,  obligations and liabilities now or hereafter existing of any kind
of Mortgagor to Mortgagee or the Lenders under  documents which recite that they
are intended to be secured by this Mortgage; provided that the maximum principal
amount of indebtedness  which is or under any contingency may be secured by this
Mortgage  at  the  date  of  execution  hereof  or at  any  time  thereafter  is
$425,000,000.

         (b)    "Lenders": The syndicate of Lenders party to the Loan Agreement.

         (c)    "Loan  Documents":  The (1) Loan  Agreement of even date between
Mortgagor,  Mortgagee and the Lenders (the "Loan Agreement"), (2) the Notes, (3)
this Mortgage,  (4) all other documents now or hereafter  executed by Mortgagor,
or any other  person  or  entity  to  evidence  or  secure  the  payment  of the
Indebtedness or the  performance of the  Obligations and (5) all  modifications,
restatements, extensions, renewals and replacements of the foregoing.

                                       5
<PAGE>

         (d)    "Mortgaged   Property":   (1)  the  Land,   (2)  all  buildings,
structures  and  other  improvements,  now or at any time  situated,  placed  or
constructed  upon the Land (the  "Improvements"),  (3) all materials,  supplies,
equipment, apparatus and other items of personal property now owned or hereafter
acquired by Mortgagor and now or hereafter  attached to, installed in or used in
connection with any of the Improvements or the Land, and water, gas, electrical,
storm and  sanitary  sewer  facilities  and all other  utilities  whether or not
situated in easements  (the  "Fixtures"),  (4) all right,  title and interest of
Mortgagor  in and to all  goods,  accounts,  general  intangibles,  instruments,
documents,  chattel  paper  and  all  other  personal  property  of any  kind or
character,  including such items of personal property as defined in the UCC, now
owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed
upon, used in connection with, arising from or otherwise related to the Land and
Improvements  or which may be used in or relating to the planning,  development,
financing or operation of the Mortgaged Property, including, without limitation,
furniture,   furnishings,   equipment,  machinery,  money,  insurance  proceeds,
accounts, contract rights, trademarks, goodwill, chattel paper, documents, trade
names, licenses and/or franchise agreements, rights of Mortgagor under leases of
Fixtures or other personal  property or equipment,  inventory,  all  refundable,
returnable or reimbursable fees,  deposits or other funds or evidences of credit
or  indebtedness  deposited by or on behalf of Mortgagor  with any  governmental
authorities,  boards,  corporations,  providers of utility  services,  public or
private,  including  specifically,   but  without  limitation,  all  refundable,
returnable or  reimbursable  tap fees,  utility  deposits,  commitment  fees and
development  costs (the  "Personalty"),  (5) all  reserves,  escrows or impounds
required  under  the Loan  Agreement  and all  deposit  accounts  maintained  by
Mortgagor with respect to the Mortgaged Property, (6) all plans, specifications,
shop drawings and other technical descriptions prepared for construction, repair
or alteration of the Improvements,  and all amendments and modifications thereof
(the  "Plans"),  (7) all leases,  subleases,  licenses,  concessions,  occupancy
agreements or other  agreements

                                       6
<PAGE>


(written  or  oral,  now or at any  time in  effect)  which  grant a  possessory
interest  in, or the right to use,  all or any part of the  Mortgaged  Property,
together with all related security and other deposits (the "Leases"), (8) all of
the rents,  revenues,  income,  proceeds,  profits,  security and other types of
deposits, and other benefits paid or payable by parties to the Leases other than
Mortgagor for using, leasing,  licensing,  possessing,  operating from, residing
in, selling or otherwise enjoying the Mortgaged Property (the "Rents"),  (9) all
other  agreements,  such  as  construction  contracts,  architects'  agreements,
engineers'  contracts,  utility contracts,  maintenance  agreements,  management
agreements, service contracts, permits, licenses,  certificates and entitlements
in any way relating to the development, construction, use, occupancy, operation,
maintenance,  enjoyment, acquisition or ownership of the Mortgaged Property (the
"Property Agreements"), (10) all rights, privileges,  tenements,  hereditaments,
rights-of-way,  easements,  appendages  and  appurtenances  appertaining  to the
foregoing, and all right, title and interest, if any, of Mortgagor in and to any
streets,  ways,  alleys,  strips or gores of land adjoining the Land or any part
thereof,  (11) all accessions,  replacements  and  substitutions  for any of the
foregoing  and all  proceeds  thereof,  (12) all  insurance  policies,  unearned
premiums  therefor and  proceeds  from such  policies  covering any of the above
property now or hereafter  acquired by Mortgagor,  (13) all mineral,  water, oil
and gas rights now or hereafter  acquired and relating to all or any part of the
Mortgaged Property, and (14) all of Mortgagor's right, title and interest in and
to  any  awards,  remunerations,  reimbursements,  settlements  or  compensation
heretofore made or hereafter to be made by any governmental authority pertaining
to the Land, Improvements, Fixtures or Personalty. As used in this Mortgage, the
term  "Mortgaged  Property"  shall  mean all or,  where the  context  permits or
requires, any portion of the above or any interest therein.

         (e)    "Obligations":  All of the  agreements,  covenants,  conditions,
warranties,  representations  and  other  obligations  (other  than to repay the
Indebtedness)  made or  undertaken

                                       7
<PAGE>


by Mortgagor or any other person or entity to  Mortgagee,  the Lenders or others
as set forth in the Loan Documents.

         (f)    "Permitted  Encumbrances":  The  outstanding  liens,  easements,
restrictions,  security interests and other exceptions to title set forth in the
policy of title  insurance  insuring the lien of this  Mortgage,  and such other
similar  matters as may be agreed to and/or  accepted by Mortgagee  from time to
time in writing in its sole  discretion,  together  with the liens and  security
interests in favor of Mortgagee  created by the Loan  Documents,  none of which,
individually  or in the  aggregate,  materially  interferes  with  the  benefits
intended to be provided by this Mortgage,  materially and adversely  affects the
value of the Mortgaged Property,  impairs the use or operations of the Mortgaged
Property,  or impairs  Mortgagor's  ability to pay its  obligations  in a timely
manner.

         (g)    "UCC": The Uniform Commercial Code of New York.

                                       8
<PAGE>


                                   ARTICLE II
                                      GRANT
                                      -----

         Section  2.1  Grant.  To  secure  the full and  timely  payment  of the
Indebtedness and the full and timely  performance of the Obligations,  Mortgagor
MORTGAGES,  GRANTS,  BARGAINS, SELLS and CONVEYS, to Mortgagee (on behalf of the
Lenders)  the   Mortgaged   Property,   subject,   however,   to  the  Permitted
Encumbrances,  TO HAVE AND TO HOLD  the  Mortgaged  Property  to  Mortgagee  and
Mortgagor  does hereby bind itself,  its  successors  and assigns to WARRANT AND
FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.

                                  ARTICLE III
                    WARRANTIES, REPRESENTATIONS AND COVENANTS
                    -----------------------------------------

         Mortgagor  warrants,  represents  and  covenants to  Mortgagee  and the
Lenders as follows:

         Section 3.1 Title to Mortgaged  Property  and Lien of this  Instrument.
Mortgagor  owns the Mortgaged  Property  free and clear of any liens,  claims or
interests,  except the  Permitted  Encumbrances.  This Mortgage  creates  valid,
enforceable  first priority liens and security  interests  against the Mortgaged
Property.

         Section 3.2 First Lien Status. Mortgagor shall preserve and protect the
first lien and  security  interest  status of this  Mortgage  and the other Loan
Documents.   If  any  lien  or  security   interest  other  than  the  Permitted
Encumbrances  is  asserted  against  the  Mortgaged  Property,  Mortgagor  shall
promptly,  and at its expense,  (a) give Mortgagee a detailed  written notice of

                                       9
<PAGE>

such lien or security interest  (including origin,  amount and other terms), and
(b) pay the underlying claim in full or take such other action so as to cause it
to be released or contest the same in compliance  with the  requirements  of the
Loan Agreement  (including the requirement of providing a bond or other security
satisfactory to Mortgagee).

         Section  3.3  Payment  and   Performance.   Mortgagor   shall  pay  the
Indebtedness when due under the Loan Documents and shall perform the Obligations
in full when they are required to be performed.

         Section 3.4  Replacement of Fixtures and  Personalty.  Mortgagor  shall
not, without the prior written consent of Mortgagee,  permit any of the Fixtures
or  Personalty to be removed at any time from the Land or  Improvements,  unless
the  removed  item is  removed  temporarily  for  maintenance  and repair or, if
removed  permanently,  is replaced by an article of equal or better  suitability
and value,  owned by Mortgagor  subject to the liens and  security  interests of
this Mortgage and the other Loan Documents, and free and clear of any other lien
or  security  interest  except  such as may be  first  approved  in  writing  by
Mortgagee.

         Section  3.5  Maintenance  of Rights of Way,  Easements  and  Licenses.
Mortgagor  shall  maintain  all rights of way,  easements,  grants,  privileges,
licenses,  certificates,  permits, entitlements and franchises necessary for the
use of the  Mortgaged  Property  and will  not,  without  the prior  consent  of
Mortgagee, consent to any public restriction (including any zoning ordinance) or
private  restriction as to the use of the Mortgaged  Property.  Mortgagor  shall
comply with all restrictive covenants affecting the Mortgaged Property,  and all
zoning ordinances and other public or private  restrictions as to the use of the
Mortgaged Property.

                                       10
<PAGE>


         Section 3.6  Inspection.  Subject to the  applicable  provisions of the
Loan Agreement,  Mortgagor shall permit  Mortgagee,  each Lender and Mortgagee's
and the Lenders' agents,  representatives  and employees,  upon reasonable prior
notice to  Mortgagor,  to  inspect  the  Mortgaged  Property  and  conduct  such
environmental  and engineering  studies as Mortgagee may require,  provided that
such  inspections  and studies shall not  materially  interfere with the use and
operation of the Mortgaged Property.

         Section 3.7 Other Covenants. All of the covenants in the Loan Agreement
are  incorporated  herein by  reference  and,  together  with  covenants in this
Article 3, shall be covenants  running with the land. The covenants set forth in
the Loan Agreement include, among other provisions:  (a) the prohibition against
the further sale,  transfer or  encumbering  of any of the  Mortgaged  Property,
except as expressly  permitted  thereby,  (b) the obligation to pay when due (or
contest  in  accordance  with the Loan  Agreement)  all  taxes on the  Mortgaged
Property  or  assessed  against  Mortgagee  with  respect  to the Loan,  (c) the
obligation to keep the Mortgaged Property insured as Mortgagee may require,  (d)
the obligation to comply with (or contest in accordance with the Loan Agreement)
all legal requirements  (including  environmental laws),  maintain the Mortgaged
Property in good condition,  and promptly repair any damage or casualty, and (e)
except as  otherwise  permitted  under the Loan  Agreement,  the  obligation  of
Mortgagor to obtain  Mortgagee's  consent prior to entering  into,  modifying or
taking other actions with respect to Leases.

         Section   3.8    Condemnation    Awards   and    Insurance    Proceeds.


         (a)    Condemnation   Awards.   Mortgagor   assigns   all   awards  and
compensation  for any  condemnation  or other  taking,  or any  purchase in lieu
thereof,  to Mortgagee  (on behalf of the

                                       11
<PAGE>


Lenders)  and  authorizes  Mortgagee  to collect  and  receive  such  awards and
compensation and to give proper receipts and acquittances  therefor,  subject to
the terms of the Loan Agreement.

         (b)    Insurance Proceeds. Mortgagor assigns to Mortgagee (on behalf of
the Lenders) all proceeds of any  insurance  policies  insuring  against loss or
damage to the Mortgaged Property.  Mortgagor authorizes Mortgagee to collect and
receive  such  proceeds  and  authorizes  and directs the issuer of each of such
insurance  policies to make payment for all such losses  directly to  Mortgagee,
instead of to Mortgagor and Mortgagee jointly,  subject to the terms of the Loan
Agreement.

                                   ARTICLE IV
                             DEFAULT AND FORECLOSURE
                             -----------------------

         Section  4.1  Remedies.  If an Event of Default (as defined in the Loan
Agreement) exists,  Mortgagee may, at Mortgagee's election,  exercise any or all
of the following rights, remedies and recourses:

         (a)    Acceleration. Declare the Indebtedness to be immediately due and
payable,  without  further  notice,  presentment,  protest,  notice of intent to
accelerate,  notice of acceleration,  demand or action of any nature  whatsoever
(each of which  hereby is expressly  waived by  Mortgagor),  whereupon  the same
shall become immediately due and payable.

         (b)    Entry on Mortgaged  Property.  Enter the Mortgaged  Property and
take  exclusive  possession  thereof  and of all  books,  records  and  accounts
relating thereto.  If Mortgagor remains in possession of the Mortgaged  Property
after an  Event of  Default  and

                                       12
<PAGE>


without  Mortgagee's  prior  written  consent,  Mortgagee  may  invoke any legal
remedies to dispossess Mortgagor.

         (c)    Operation of Mortgaged Property.  Hold, lease, develop,  manage,
operate or otherwise use the Mortgaged  Property upon such terms and  conditions
as Mortgagee may deem reasonable under the  circumstances  (making such repairs,
alterations,  additions and improvements and taking other actions,  from time to
time, as Mortgagee deems necessary or desirable),  and apply all Rents and other
amounts  collected by Mortgagee in connection  therewith in accordance  with the
provisions of Section 4.7.

         (d)    Foreclosure  and Sale.  Institute  proceedings  for the complete
foreclosure of this Mortgage,  in which case the Mortgaged  Property may be sold
for cash or credit in one or more parcels.  With respect to any notices required
or permitted under the UCC,  Mortgagor  agrees that five (5) days' prior written
notice shall be deemed  commercially  reasonable.  At any such sale by virtue of
any judicial proceedings or any other legal right, remedy or recourse, the title
to and right of  possession  of any such  property  shall pass to the  purchaser
thereof,  and to the  fullest  extent  permitted  by  law,  Mortgagor  shall  be
completely and irrevocably divested of all of its right, title, interest,  claim
and demand  whatsoever,  either at law or in equity, in and to the property sold
and  such  sale  shall be a  perpetual  bar  both at law and in  equity  against
Mortgagor,  and against all other persons claiming or to claim the property sold
or any part thereof, by, through or under Mortgagor.  Mortgagee,  the Lenders or
their nominee may be a purchaser at such sale and if  Mortgagee,  the Lenders or
such nominee is the highest bidder, may credit the portion of the purchase price
that would be  distributed  to Mortgagee (on behalf of the Lenders)  against the
Indebtedness in lieu of paying cash.

                                       13

<PAGE>

         (e)    Receiver.  Make application to a court of competent jurisdiction
for, and obtain from such court as a matter of strict  right and without  notice
to  Mortgagor  or regard  to the  adequacy  of the  Mortgaged  Property  for the
repayment of the  Indebtedness,  the  appointment of a receiver of the Mortgaged
Property,  and  Mortgagor  irrevocably  consents to such  appointment.  Any such
receiver  shall have all the usual  powers and  duties of  receivers  in similar
cases,  including  the full power to rent,  maintain and  otherwise  operate the
Mortgaged  Property  upon such terms as may be approved by the court,  and shall
apply such Rents in accordance with the provisions of Section 4.7.

         (f)    Other. Exercise all other rights, remedies and recourses granted
under the Loan Documents or otherwise  available at law or in equity  (including
an  action  for  specific  performance  of any  covenant  contained  in the Loan
Documents,  or a  judgment  on the Note  either  before,  during  or  after  any
proceeding to enforce this Mortgage).

         Section 4.2 Separate Sales.  The Mortgaged  Property may be sold in one
or  more  parcels  and in  such  manner  and  order  as  Mortgagee  in its  sole
discretion,  may elect;  the right of sale  arising  out of any Event of Default
shall not be exhausted by any one or more sales.

         Section 4.3 Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee
shall have all rights,  remedies and recourses granted in the Loan Documents and
available  at law or equity  (including  the  UCC),  which  rights  (a) shall be
cumulative  and  concurrent,  (b) may be  pursued  separately,  successively  or
concurrently  against Mortgagor or others obligated under the Note and the other
Loan Documents, or against the Mortgaged Property, or against any one or more of
them,  at the sole  discretion  of  Mortgagee,  (c) may be exercised as often as
occasion  therefor  shall arise,  and the exercise or failure to exercise any of
them  shall not be  construed  as a

                                       14

<PAGE>

waiver or release thereof or of any other right, remedy or recourse, and (d) are
intended to be, and shall be, nonexclusive. No action by Mortgagee or any Lender
in the enforcement of any rights, remedies or recourses under the Loan Documents
or otherwise at law or equity shall be deemed to cure any Event of Default.

         Section 4.4 Release of and Resort to Collateral. Mortgagee may release,
regardless  of  consideration  and  without  the  necessity  for any notice to a
consent by the holder of any  subordinate  lien on the Mortgaged  Property,  any
part  of the  Mortgaged  Property  without,  as to  the  remainder,  in any  way
impairing, affecting,  subordinating or releasing the lien or security interests
created in or  evidenced by the Loan  Documents or their  stature as a first and
prior lien and security interest in and to the Mortgaged  Property.  For payment
of the Indebtedness,  Mortgagee and the Lenders may resort to any other security
in such order and manner as Mortgagee and the Lenders may elect.

         Section 4.5 Waiver of Redemption,  Notice and Marshalling of Assets. To
the  fullest  extent  permitted  by  law,   Mortgagor  hereby   irrevocably  and
unconditionally  waives  and  releases  (a) all  benefit  that  might  accrue to
Mortgagor by virtue of any present or future  statute of  limitations  or law or
judicial decision exempting the Mortgaged Property from attachment, levy or sale
on execution or providing for any  appraisement,  valuation,  stay of execution,
exemption from civil process,  redemption or extension of time for payment,  (b)
all notices of any Event of Default,  except as  expressly  required by the Loan
Agreement,  or of  Mortgagee's  and the  Lenders'  election to exercise or their
actual  exercise of any right,  remedy or recourse  provided  for under the Loan
Documents,  and (c) any right to a  marshalling  of assets or a sale in  inverse
order of alienation.

                                       15
<PAGE>


         Section 4.6  Discontinuance  of  Proceedings.  If Mortgagee  and/or the
Lenders shall have proceeded to invoke any right,  remedy or recourse  permitted
under the Loan Documents and shall thereafter elect to discontinue or abandon it
for any reason, Mortgagee and the Lenders shall have the unqualified right to do
so and, in such an event, Mortgagor, Mortgagee and the Lenders shall be restored
to their former positions with respect to the Indebtedness, the Obligations, the
Loan Documents,  the Mortgaged Property and otherwise, and the rights, remedies,
recourses  and powers of  Mortgagee  and the  Lenders  shall  continue as if the
right, remedy or recourse had never been invoked,  but no such discontinuance or
abandonment  shall waive any Event of Default  which may then exist or the right
of Mortgagee or the Lenders thereafter to exercise any right, remedy or recourse
under the Loan Documents for such Event of Default.

         Section 4.7  Application of Proceeds.  The proceeds of any sale of, and
the Rents and other  amounts  generated  by the  holding,  leasing,  management,
operation or other use of the Mortgaged Property,  shall be applied by Mortgagee
(or the receiver,  if one is appointed) in the following order unless  otherwise
required by applicable law:

         (a)    to the payment of the costs and expenses of taking possession of
the Mortgaged Property and of holding, using, leasing, repairing,  improving and
selling  the  same,  including,  without  limitation  (1)  receiver's  fees  and
expenses,  (2) court costs, (3) attorneys' and  accountants'  fees and expenses,
(4) costs of advertisement,  and (5) the payment of all ground rent, real estate
taxes and assessments, except any taxes, assessments or other charges subject to
which the Mortgaged Property shall have been sold;

                                       16

<PAGE>

         (b)    to the payment of all amounts (including  interest),  other than
the unpaid principal balance of the Notes and accrued but unpaid interest, which
may be due to Mortgagee and/or the Lenders under the Loan Documents;

         (c)    to  the  payment  of the  Indebtedness  and  performance  of the
Obligations  in such manner and order of  preference  as  Mortgagee  in its sole
discretion may determine; and

         (d)    the  balance,  if any,  to the  payment of the  persons  legally
entitled thereto.

         Section  4.8  Occupancy  After   Foreclosure.   The  purchaser  at  any
foreclosure  sale pursuant to Section 4.1(d) shall become the legal owner of the
Mortgaged Property. All occupants of the Mortgaged Property shall, at the option
of such purchaser,  become tenants of the purchaser at the foreclosure  sale and
shall deliver  possession  thereof  immediately  to the  purchaser  upon demand,
subject  to the  terms  of any  subordination,  non-disturbance  and  attornment
agreements  binding  upon such  purchaser  and such  occupants.  It shall not be
necessary for the  purchaser at said sale to bring any action for  possession of
the Mortgaged  Property other than the statutory action of forcible  detainer in
any justice court having jurisdiction over the Mortgaged Property.

         Section  4.9   Additional   Advances   and   Disbursements;   Costs  of
                        Enforcement.

         (a)    If any Event of Default exists,  Mortgagee and the Lenders shall
have the  right,  but not the  obligation,  to cure such Event of Default in the
name and on behalf of Mortgagor.  All sums advanced and expenses incurred at any
time by Mortgagee or the Lenders under this Section 4.9, or otherwise under this
Mortgage  or any of the other  Loan  Documents  or  applicable  law,  shall bear
interest  from the date that such sum is  advanced or expense  incurred,  to and

                                     17
<PAGE>

including the date of reimbursement, computed at the Default Rate (as defined in
the Loan Agreement), and all such sums, together with interest thereon, shall be
secured by this Mortgage.

         (b)    Mortgagor   shall  pay  all   expenses   (including   reasonable
attorneys' fees and expenses) of or incidental to the perfection and enforcement
of this Mortgage and the other Loan Documents, or the enforcement, compromise or
settlement  of the  Indebtedness  or any claim under this Mortgage and the other
Loan Documents,  and for the curing  thereof,  or for defending or asserting the
rights and claims of Mortgagee and the Lenders in respect thereof, by litigation
or otherwise.

         Section 4.10 No Mortgagee in Possession. Neither the enforcement of any
of the  remedies  under this Article 4, the  assignment  of the Rents and Leases
under Article 5, the security  interests under Article 6, nor any other remedies
afforded to Mortgagee and/or the Lenders under the Loan Documents,  at law or in
equity  shall cause  Mortgagee  or any Lender to be deemed or  construed to be a
mortgagee in possession of the Mortgaged Property,  to obligate Mortgagee or any
Lender to lease  the  Mortgaged  Property  or  attempt  to do so, or to take any
action,  incur any expense,  or perform or  discharge  any  obligation,  duty or
liability whatsoever under any of the Leases or otherwise.

                                   ARTICLE V
                         ASSIGNMENT OF RENTS AND LEASES
                         ------------------------------

         Section 5.1 Assignment. Mortgagor acknowledges and confirms that it has
executed and  delivered to Mortgagee (on behalf of the Lenders) an Assignment of
Rents and Leases of even date (the "Assignment of Rents and Leases"),  intending
that such instrument create a

                                       18
<PAGE>


present,  absolute  assignment  to  Mortgagee  of the Leases and Rents.  Without
limiting the intended  benefits or the remedies provided under the Assignment of
Rents and  Leases,  Mortgagor  hereby  assigns  to  Mortgagee  (on behalf of the
Lenders),  as further security for the  Indebtedness  and the  Obligations,  the
Leases and Rents. While any Event of Default exists, Mortgagee shall be entitled
to exercise any or all of the remedies  provided in the  Assignment of Rents and
Leases  and in  Article  4  hereof,  including  the  right  to  have a  receiver
appointed. If any conflict or inconsistency exists between the assignment of the
Rents and the Leases in this  Mortgage and the absolute  assignment of the Rents
and the  Leases  in the  Assignment  of  Rents  and  Leases,  the  terms  of the
Assignment of Rents and Leases shall control.

         Section  5.2  No  Merger  of  Estates.  So  long  as  any  part  of the
Indebtedness and the Obligations  secured hereby remain unpaid and undischarged,
the fee and leasehold  estates to the Mortgaged  Property  shall not merge,  but
shall remain  separate and distinct,  notwithstanding  the union of such estates
either in  Mortgagor,  Mortgagee,  any lessee or any third  party by purchase or
otherwise.

                                   ARTICLE VI
                               SECURITY AGREEMENT
                               ------------------

         Section 6.1 Security  Interest.  This Mortgage  constitutes a "Security
Agreement"  on  personal  property  within  the  meaning  of the UCC  and  other
applicable  law and with respect to the  Personalty,  Fixtures,  Plans,  Leases,
Rents and Property  Agreements.  To this end,  Mortgagor grants to Mortgagee (on
behalf of the Lenders),  a first and prior security  interest in the Personalty,
Fixtures,  Plans,  Leases, Rents and Property Agreements and all other Mortgaged
Property  which is personal  property to secure the payment of the  Indebtedness
and performance

                                       19

<PAGE>

of the  Obligations,  and agrees  that  Mortgagee  shall have all the rights and
remedies of a secured  party under the UCC with  respect to such  property.  Any
notice of sale,  disposition or other intended  action by Mortgagee with respect
to the Personalty,  Fixtures,  Plans, Leases, Rents and Property Agreements sent
to  Mortgagor  at least five (5) days  prior to any  action  under the UCC shall
constitute reasonable notice to Mortgagor.

         Section 6.2 Financing  Statements.  Mortgagor shall execute and deliver
to Mortgagee,  in form and substance  satisfactory to Mortgagee,  such financing
statements  and such further  assurances  as Mortgagee  may,  from time to time,
reasonably  consider  necessary  to create,  perfect  and  preserve  Mortgagee's
security  interest  hereunder  and  Mortgagee  may  cause  such  statements  and
assurances to be recorded and filed, at such times and places as may be required
or permitted by law to so create,  perfect and preserve such security  interest.
Mortgagor's  chief  executive  office is in the State of New York at the address
set forth in the first paragraph of this Mortgage.

                                      230
<PAGE>

         Section 6.3 Fixture  Filing.  This  Mortgage  shall also  constitute  a
"fixture  filing"  for the  purposes  of the UCC  against  all of the  Mortgaged
Property which is or is to become fixtures.  Information concerning the security
interest  herein granted may be obtained at the addresses of Debtor  (Mortgagor)
and  Secured  Party  (Mortgagee)  as set  forth in the first  paragraph  of this
Mortgage.

                                   ARTICLE VII
                               NEW YORK PROVISIONS
                               -------------------

         Section  7.1 Maximum  Principal  Sum.  NOTWITHSTANDING  ANYTHING TO THE
CONTRARY CONTAINED HEREIN, THE MAXIMUM AMOUNT OF PRINCIPAL  INDEBTEDNESS SECURED
BY THIS  MORTGAGE AT THE TIME OF  EXECUTION OR WHICH UNDER ANY  CONTINGENCY  MAY
HEREAFTER  BECOME  SECURED BY THIS  MORTGAGE AT ANY TIME IS FOUR HUNDRED  TWENTY
FIVE MILLION  DOLLARS  ($425,000,000);  TOGETHER WITH (A)  INTEREST,  INCLUDING,
WITHOUT LIMITATION, ADDITIONAL INTEREST, ON THE AFORESAID PRINCIPAL INDEBTEDNESS
AT THE RATES SET FORTH IN THE NOTES AND (B) AMOUNTS  EXPENDED BY MORTGAGEE AFTER
DEFAULT OF SUMS  ADVANCED OR PAID FOR  HEREUNDER  TO  MAINTAIN  THE LIEN OF THIS
MORTGAGE OR TO PROTECT THE PREMISES SECURED BY THIS MORTGAGE, INCLUDING, WITHOUT
LIMITATION,  AMOUNTS IN RESPECT OF INSURANCE PREMIUMS,  IMPOSITIONS (OR PAYMENTS
IN LIEU OF IMPOSITIONS),  LITIGATION EXPENSES TO PROSECUTE OR DEFEND THE RIGHTS,
REMEDIES AND LIEN OF THIS MORTGAGE OR TITLE TO THE PREMISES SECURED HEREBY,  AND
ANY  COSTS,  CHARGES  OR  AMOUNTS  TO  WHICH  MORTGAGEE  OR THE  LENDERS  BECOME
SUBROGATED UPON PAYMENT,

                                       21
<PAGE>


WHETHER UNDER RECOGNIZED  PRINCIPLES OF LAW OR EQUITY OR UNDER EXPRESS STATUTORY
AUTHORITY.

         Section 7.2 Trust Fund for Advances.  In compliance  with Section 13 of
the Lien Law of the State of New  York,  Mortgagor  will  receive  the  advances
secured by this  Mortgage and will hold the right to receive such  advances as a
trust  fund to be  applied  first  for the  purpose  of  paying  the cost of the
building(s)  and other  improvements  located on the Mortgaged  Property  before
using any part of the total of the same for any other  purpose.  Mortgagor  will
indemnify  and hold  Mortgagee  harmless  against any loss,  liability,  cost or
expense,  including  any  judgments,  attorneys'  fees,  cost of appeal bonds or
printing costs, arising out of or relating to any proceedings  instituted by any
claimant  alleging a violation  by the  Mortgagor or Article 3-A of the New York
Lien Law.

         Section 7.3 New York Real  Property Law Article  4-A. If this  Mortgage
shall be deemed to  constitute  a "mortgage  investment"  as defined by New York
Real Property Law ss.125,  then this  Mortgage  shall and hereby does (i) confer
upon the  Mortgagee  the powers and (ii) impose upon the Mortgagee the duties of
trustees set forth in New York Real Property Law ss.126.

         Section 7.4 Statement in Accordance  with Section  253.1a(a) of the New
York Tax Law. This Mortgage does not cover real property principally improved or
to be improved by one or more  structures  containing  in the aggregate not more
than  six  (6)  residential   dwelling  units,   each  having  separate  cooking
facilities.

                                       22
<PAGE>


         Section 7.5 Statement in Accordance  with Section 274-a of the New York
Real Property Law. The Mortgagee  shall,  within fifteen (15) days after written
request,  provide the Mortgagor with the statement  required by Section 274-a of
the New York Real Property Law.

         Section  7.6 Section  291-f of New York Real  Property  Law.  Mortgagee
shall have all of the rights set forth in Section 291-f of the Real Property Law
of New York.  For purposes of Section  291-f of the New York Real  Property Law,
all existing  tenants and every tenant or subtenant  who after the  recording of
this  Mortgage,  enters  into a lease for any of the  Mortgaged  Property or who
acquires by instrument  of assignment or by operation of law a leasehold  estate
upon the Mortgaged Property is hereby notified that Mortgagor shall not, without
obtaining  Mortgagee's  prior  consent  in each  instance,  cancel,  abridge  or
otherwise modify any lease or accept  prepayments for more than thirty (30) days
of installment of rent to become due with respect to any lease thereof having an
unexpired term on the date of this Mortgage of five (5) years or more, except as
expressly permitted under this Mortgage or the Loan Agreement, and that any such
cancellation, abridgement, modification or prepayment made by any such tenant or
subtenant  without either being  expressly  permitted under this Mortgage or the
Loan  Agreement  or receiving  Mortgagee's  prior  consent  shall be voidable by
Mortgagee at its option.

         Section 7.7 Sections  254, 271, 272 and 291-f of New York Real Property
Law.  All  covenants of the  Mortgagor  herein  contained  shall be construed as
affording  to Mortgagee  rights  additional  to and not  exclusive of the rights
conferred  under the  provisions  of Section 254, 271, 272 and 291-f of the Real
Property Law of New York.

                                       23
<PAGE>


         Section 7.8 Real  Property  Law.  Sections  3.7 and 3.8 hereof shall be
construed  according  to  subdivision  4 of  Section  254 of the New  York  Real
Property Law as amended by Chapter 886 of the Laws of 1945 but not as amended by
Chapter 830 of the Laws of 1965 or as otherwise thereafter amended.

         Section  7.9  RPAPL.  If  an  Event  of  Default  shall  occur  and  be
continuing,  Mortgagee may elect to sell (and, in the case of any default of any
purchaser, resell) the Mortgaged Property or any part thereof by exercise of the
power of  foreclosure or of sale granted to Mortgagee by Article 13 or 14 of the
New York Real Property Actions and Proceedings Law (the "RPAPL").  In such case,
Mortgagee may commence a civil action to foreclosure  this Mortgage  pursuant to
Article 13 of the RPAPL,  or it may  proceed and sell the  Property  pursuant to
Article  14 of the  RPAPL to  satisfy  the Note and all  other  amounts  secured
hereby.

                                  ARTICLE VIII
                                 MISCELLANEOUS

         Section 8.1 Notices. Any notice required or permitted to be given under
this Mortgage shall be in writing and either shall be mailed by certified  mail,
postage  prepaid,  return  receipt  requested,  or sent by overnight air courier
service, or personally  delivered to a representative of the receiving party, or
sent by telecopy  (provided an identical notice is also sent  simultaneously  by
mail,  overnight  courier,  personal  delivery or  otherwise as provided in this
Section  8.1).  All such  communications  shall be  mailed,  sent or  delivered,
addressed  to the party for whom it is  intended at its address set forth on the
first page of this Mortgage.  Any

                                       24
<PAGE>

communication  so  addressed  and  mailed  shall  be  deemed  to be given on the
earliest  of (a) when  actually  delivered,  (b) on the first  Business  Day (as
defined in the Loan  Agreement)  after  deposit  with an  overnight  air courier
service,  or (c) on the third  Business Day after  deposit in the United  States
mail,  postage prepaid,  in each case to the address of the intended  addressee,
and any  communication  so  delivered in person shall be deemed to be given when
receipted for by, or actually  received by, Mortgagee or Mortgagor,  as the case
may be. If given by telecopy,  a notice shall be deemed given and received  when
the telecopy is transmitted to the party's telecopy number specified in the Loan
Agreement and  confirmation of complete  receipt is received by the transmitting
party during normal  business hours or on the next Business Day if not confirmed
during  normal   business   hours,   and  an  identical   notice  is  also  sent
simultaneously  by mail,  overnight  courier,  or personal delivery as otherwise
provided in this  Section  8.1.  Any party may  designate a change of address by
written  notice to the other by  giving  at least  ten (10) days  prior  written
notice of such change of address.

         Section 8.2 Covenants Running with the Land. All Obligations  contained
in this  Mortgage are intended by  Mortgagor  and  Mortgagee to be, and shall be
construed as,  covenants  running with the Mortgaged  Property.  As used herein,
"Mortgagor"  shall  refer to the  party  named in the  first  paragraph  of this
Mortgage  and to any  subsequent  owner of all or any  portion of the  Mortgaged
Property  (without in any way implying that Mortgagee has or will consent to any
such conveyance or transfer of the Mortgaged Property).  All persons or entities
who may have or acquire an interest in the Mortgaged Property shall be deemed to
have notice of, and be bound by, the terms of the Loan  Agreement  and the other
Loan Documents; however, no such party other than Mortgagor shall be entitled to
any rights thereunder without the prior written consent of Mortgagee.

                                       25
<PAGE>


         Section 8.3  Attorney-in-Fact.  Mortgagor hereby  irrevocably  appoints
Mortgagee  (on behalf of the Lenders)  and its  successors  and assigns,  as its
attorney-in-fact,  which  agency is  coupled  with an  interest,  (a) to execute
and/or record any notices of completion, cessation of labor or any other notices
that Mortgagee reasonably deems appropriate to protect Mortgagee's  interest, if
Mortgagor  shall  fail to do so within ten (10) days  after  written  request by
Mortgagee,  (b) upon the issuance of a deed pursuant to the  foreclosure of this
Mortgage  or the  delivery  of a deed in lieu of  foreclosure,  to  execute  all
instruments of assignment,  conveyance or further  assurance with respect to the
Leases, Rents,  Personalty,  Fixtures, Plans and Property Agreements in favor of
the  grantee  of any such deed and as may be  necessary  or  desirable  for such
purpose,  (c) to  prepare,  execute  and file or  record  financing  statements,
continuation statements, applications for registration and like papers necessary
to create,  perfect or preserve  Mortgagee's security interests and rights in or
to any of the collateral,  and (d) while any Event of Default exists, to perform
any obligation of Mortgagor  hereunder;  however:  (1) Mortgagee shall not under
any  circumstances be obligated to perform any obligation of Mortgagor;  (2) any
sums advanced by Mortgagee in such performance shall be added to and included in
the  Indebtedness  and shall bear interest at the Default Rate; (3) Mortgagee as
such  attorney-in-fact  shall only be accountable for such funds as are actually
received by Mortgagee;  and (4) neither Mortgagee nor any Lender shall be liable
to  Mortgagor  or any other  person or entity for any failure to take any action
which it is empowered to take under this Section.

         Section 8.4 Successors and Assigns. This Mortgage shall be binding upon
and inure to the  benefit  of  Mortgagee  and  Mortgagor  and  their  respective
successors and assigns.  Mortgagor shall not,  without the prior written consent
of Mortgagee, assign any rights, duties or obligations hereunder.

                                       26
<PAGE>


         Section 8.5 No Waiver.  Any failure by  Mortgagee to insist upon strict
performance of any of the terms,  provisions or conditions of the Loan Documents
shall not be deemed to be a waiver of same,  and Mortgagee  shall have the right
at any time to insist upon strict  performance of all of such terms,  provisions
and conditions.

         Section 8.6 Subrogation.  To the extent proceeds of the Notes have been
used to  extinguish,  extend or renew any  indebtedness  against  the  Mortgaged
Property,  then  Mortgagee (on behalf of the Lenders) shall be subrogated to all
of the rights,  liens and interests  existing against the Mortgaged Property and
held by the  holder  of such  indebtedness  and such  former  rights,  liens and
interests, if any, are not waived, but are continued in full force and effect in
favor of Mortgagee (on behalf of the Lenders) as modified by the Loan Documents.

         Section 8.7 Loan  Agreement.  If any conflict or  inconsistency  exists
between this Mortgage and the Loan Agreement, the Loan Agreement shall govern.

         Section  8.8  Release.  Upon  payment in full of the  Indebtedness  and
performance in full of the Obligations, Mortgagee, at Mortgagor's expense, shall
release  or,  upon  request,  assign (at  Mortgagor's  sole cost and expense and
without any representation,  warranty and/or recourse,  express or implied,  and
subject to  applicable  law) the liens and  security  interests  created by this
Mortgage.

         Section 8.9 Waiver of Stay,  Moratorium and Similar  Rights.  Mortgagor
agrees,  to the full extent that it may  lawfully do so, that it will not at any
time  insist  upon or plead or in any way take  advantage  of any  appraisement,
valuation, stay, marshalling of assets, extension,  redemption or moratorium law
now or hereafter in force and effect so as to prevent or hinder the

                                       27
<PAGE>

enforcement  of the  provisions  of this  Mortgage or the  indebtedness  secured
hereby,  or any agreement  between Mortgagor and Mortgagee and/or the Lenders or
any rights or remedies of Mortgagee and/or the Lenders.

         Section 8.10 Limitation on Liability.  Notwithstanding  anything to the
contrary contained in this Mortgage,  Mortgagor's  liability under this Mortgage
is subject to the  limitation on liability  provisions of Article 12 of the Loan
Agreement.

         Section 8.11 Obligations of Mortgagor,  Joint and Several. If more than
one person or entity has executed this Mortgage as "Mortgagor,"  the obligations
of all such persons or entities hereunder shall be joint and several.

         Section 8.12 Governing Law. This Mortgage shall be governed by the laws
of the State of New York.

         Section 8.13  Headings.  The  Article,  Section and  Subsection  titles
hereof are inserted for convenience of reference only and shall in no way alter,
modify or define, or be used in construing, the text of such Articles,  Sections
or Subsections.

         Section  8.14  Entire  Agreement.  This  Mortgage  and the  other  Loan
Documents embody the entire agreement and understanding  between Mortgagee,  the
Lenders and  Mortgagor and supersede  all prior  agreements  and  understandings
between  such  parties  relating  to the  subject  matter  hereof  and  thereof.
Accordingly,  the Loan Documents may not be  contradicted  by evidence of prior,
contemporaneous  or  subsequent  oral  agreements  of the parties.  There are no
unwritten oral agreements between the parties.

                                       28

<PAGE>

     Executed as of the date first written above.

                                   1290 PARTNERS, L.P.


                                   By:  1290 GP CORP., its general partner


                                        By: /s/ Andrew S. Cohen
                                            ------------------------------------
                                            Name:  Andrew S. Cohen
                                            Title: Vice President


                                     GENERAL  ELECTRIC  CAPITAL
                                     CORPORATION,  a  New  York  corporation, as
                                     Administrative Agent


                                     By: ______________________________________
                                          Name:  Douglas A. Ewing
                                          Title:  Authorized Signatory






                                       29

<PAGE>


STATE OF NEW YORK                   )
                                    )   SS:
COUNTY OF NEW YORK                  )

On the 13th day of  December  in the  year  1999  before  me,  the  undersigned,

personally appeared Andrew Cohen,  personally known to me or proved to me on the

basis of satisfactory  evidence to be the  individual(s)  whose name(s) is (are)

subscribed to the within  instrument  and  acknowledged  to me that  he/she/they

executed  the same in  his/her/their  capacity(ies),  and that by  his/her/their

signature(s) on the instrument, the individual(s),  or the person upon behalf of

which the individual(s) acted, executed the instrument.



-----------------------------
Signature and Office of Individual
taking acknowledgement


                                       30

<PAGE>


STATE OF NEW YORK                   )
                                    )   SS:
COUNTY OF NEW YORK                  )


On the 13th day of  December  in the  year  1999  before  me,  the  undersigned,

personally appeared Douglas A. Ewing,  personally known to me or proved to me on

the basis of  satisfactory  evidence to be the  individual(s)  whose  name(s) is

(are)  subscribed  to  the  within   instrument  and  acknowledged  to  me  that

he/she/they  executed  the  same in  his/her/their  capacity(ies),  and  that by

his/her/their signature(s) on the instrument,  the individual(s),  or the person

upon behalf of which the individual(s) acted, executed the instrument.



-----------------------------
Signature and Office of Individual
taking acknowledgement



                                       31