<PAGE>

EXHIBIT (10)(AG)


                       RECKSON OPERATING PARTNERSHIP, L.P.
                                    LANDLORD

                                       AND

                       TOTAL-TEL USA COMMUNICATIONS, INC.
                                     TENANT

                                 LANDMARK SQUARE
                              STAMFORD, CONNECTICUT


                              --------------------
                                      LEASE
                              --------------------



                            DATED: NOVEMBER 9, 1999









<PAGE>





                                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
 Article                                                                                   Page
--------                                                                                   ----
   <S>   <C>                                                                               <C>
    1.   Demise, Premises, Term, Rents                                                        1
    2.   Use                                                                                  2
    3.   Preparation of the Demised Premises                                                  4
    4.   When Demised Premises Ready for Occupancy                                            4
    5.   Security Deposit                                                                     5
    6.   Adjustments of Rent for Changes in Real Estate Taxes                                 6
    7.   Adjustments of Rent for Changes in Operating Costs                                   8
    8.   Subordination, Attornment, Notice to Lessors and Mortgages                          10
    9.   Quiet Enjoyment                                                                     11
   10.   Assignment, Mortgaging, Subletting                                                  11
   11.   Compliance with Laws and Requirements of Public Authorities                         16
   12.   Insurance                                                                           16
   13.   Rules and Regulations                                                               18
   14.   Alterations and Tenant's Property                                                   18
   15.   Repairs and Maintenance                                                             20
   16.   Electrical Energy                                                                   21
   17.   Heat, Ventilation and Air Conditioning                                              21
   18.   Landlord's Other Services                                                           22
   19.   Access, Changes in Building Facilities, Name                                        23
   20.   Shoring, Notice of Accidents, Etc.                                                  24
   21.   Non-Liability and Indemnification                                                   25
   22.   Destruction or Damage                                                               26
   23.   Eminent Domain                                                                      28
   24.   Surrender                                                                           29
   25.   Conditions of Limitation                                                            29
   26.   Re-Entry by Landlord-Default Provisions                                             31
   27.   Damages                                                                             32
   28.   Waivers                                                                             33
   29.   No Other Waivers or Modification                                                    34
   30.   Curing Tenant's Defaults                                                            35
   31.   Consents-Broker                                                                     35
   32.   Notices                                                                             36
   33.   Estoppel Certificate, Memorandum                                                    36
   34.   No Other Representations, Construction, Governing Law                               37
   35.   Parties Bound                                                                       37
   36.   Certain Definitions and Constructions                                               37
   37.   Subordination and Miscellaneous                                                     40
   38.   Relocation                                                                          40
   39.   Tenant's Authority to Enter into Lease                                              40
   40.   Parking                                                                             40
   41.   Rider                                                                               42
</TABLE>









<PAGE>







                                      LEASE

Lease dated as of November 9, 1999, between RECKSON OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership, having an address at One Landmark Square,
Stamford, Connecticut 06901 (hereafter referred to as "Landlord"), and the
lessee, TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation, having its
principal place of business at Overlook at Great Notch, 150 Clove Road, Little
Falls, New Jersey 07424 (hereinafter referred to as the "Tenant").

                                    ARTICLE 1
                          DEMISE, PREMISES, TERM, RENTS

1.01 Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord,
that certain space in the premises hereinafter described, in the building
(referred to herein as the "Building") known as One Landmark Square in the City
of Stamford, Connecticut (the "City"), for the term hereinafter stated, for the
rents hereinafter reserved and upon and subject to the conditions (including
limitations, restrictions and reservations) and covenants hereinafter provided.
Each party hereto expressly covenants and agrees to observe and perform all of
the conditions and covenants herein contained on its part to be observed and
performed.

1.02 Landlord and Tenant hereby agree and stipulate that for purposes of this
Lease, the space consists of a total of approximately 2,186 rentable square feet
on the third (3rd) floor in the Building which is outlined on the floor plan(s)
annexed as Exhibit "A" and hereby made a part hereof. The premises constitute
and are hereinafter called the "Demised Premises."

1.03 The term of this Lease, for which the Demised Premises are hereby leased,
shall commence on a date (the "Commencement Date"), which shall be (i) the day
on which the Demised Premises are ready for occupancy (as defined in Article 4),
or (ii) the day Tenant or anyone claiming under or through Tenant shall take
possession of any part of the Demised Premises, whichever occurs earlier, and
shall end at noon of the last day of the calendar month in which occurs the end
of a three (3) year period from the Commencement Date (the "Expiration Date") or
shall end on such earlier date upon which the term may expire or be cancelled or
terminated pursuant to any of the conditions or covenants of this Lease or
pursuant to law. Promptly following the Commencement Date, Landlord shall send
to Tenant a notice fixing the Commencement Date.

1.04 Tenant shall pay to Landlord without notice or demand and without
abatement, deduction or setoff, in lawful money of the United States of America,
at the office of the Landlord or at such other place as Landlord may designate,
the fixed rent and additional rent reserved under this Lease for each year of
the term thereof, which payments shall consist of:

         (a) Fixed rent (the "fixed rent") as follows:

<TABLE>
<CAPTION>
                         FIXED BASE RENT       MONTHLY FIXED         ANNUAL FIXED
         LEASE YEARS         PER RSF            RENT AMOUNT           RENT AMOUNT
         -----------     ---------------       ------------          ------------
         <S>             <C>                   <C>                   <C>
              1            $23.00                $4,189.33           $50,278.00
              2            $23.50                $4,280.92           $51,371.00
              3            $24.00                $4,372.00           $52,464.00
</TABLE>

         payable in equal monthly installments in advance on the first day of
each and every calendar month during the term of this Lease, and



                                      -1-









<PAGE>




         (b) Additional rent (the "additional rent") consisting of all other
sums of money as shall become due from and payable by Tenant to Landlord
hereunder (for default in payment of which Landlord shall have the same remedies
as for a default in payment of fixed rent).

1.05 Tenant shall pay to Landlord as additional rent the real estate taxes
attributable to the value of improvements made to the Demised Premises by or on
behalf of Tenant in excess of building standard improvements in connection with
the fit-up of the Demised Premises for Tenant. For purposes of this Section, the
amount of the per square foot assessment attributable to the excess improvements
shall be the amount in excess of average square foot assessment then being used
by the tax assessor's office for the fit-up of space within the Building or, if
that is not applicable, to fit-up of similar space in a similar building in
Stamford, Connecticut. The real estate taxes resulting from such assessment(s)
shall be computed separately and billed to Tenant, and shall be payable by
Tenant as additional rent within ten (10) days of the rendition of the bill, at
each time that real estate taxes are payable by Landlord with respect to the
Demised Premises during the term of this Lease.

         If Tenant substantially renovates or alters the Demised Premises or any
part thereof after the initial fit-up, Tenant shall pay Landlord the real estate
taxes attributable to the increased assessment resulting from such renovation or
alteration, in excess of the then assessment for building standard. The real
estate taxes resulting from such excess assessment shall be computed separately
and billed to Tenant and shall be payable by Tenant as additional rent within
ten (10) days of the rendition of a bill at each time that real estate taxes are
payable by Landlord with respect to the Demised Premises during the term of the
Lease.

1.06 Tenant shall pay the fixed rent and additional rent herein reserved
promptly as and when the same shall become due and payable. If the Commencement
Date shall occur on a day other than the first day of a calendar month, the
fixed rent for such calendar month shall be prorated for the period from the
Commencement Date to the last day of the calendar month and shall be due and
payable on the Commencement Date. Notwithstanding the provisions of the next
preceding sentence or of Section 4.01(a), Tenant shall pay the first full
calendar monthly installment of fixed rent on the execution of this Lease. If
Tenant shall fail to pay when the same is due any fixed rent or additional rent,
such unpaid amounts shall bear interest at the annual rate equal to two
percentage points (2%) above the Prime Rate of Citibank, N.A., New York, New
York.

                                    ARTICLE 2
                                       USE

2.01 Tenant shall use and occupy the Demised Premises for executive offices,
sales offices and/or general offices for the conduct of any lawful and reputable
business not prohibited by Section 2.02, or any rule or regulation of
governmental authority, and for no other purposes.

2.02 The use of the Demised Premises for the purposes specified in this Article
shall not in any event be deemed to include, and Tenant shall not use, or permit
the use of, the Demised Premises or any part thereof for:

         (a)  sale of, or traffic in, any spirituous liquors, wines, ale or beer
         kept in the Demised Premises;

         (b) sale at retail of any other products or materials kept in the
         Demised Premises, by vending machines or otherwise, or demonstrations
         to the public, except as may be specifically agreed to by Landlord in
         writing;



                                      -2-










<PAGE>





         (c) manufacturing, printing or electronic data processing, except for
         the operation of normal business office reproducing or printing
         equipment, electronic data processing equipment and other business
         machines for Tenant's own requirements at the Demised Premises;
         provided only that such use shall not exceed that portion of the
         mechanical or electrical capabilities of the Building equipment
         allocable to the Demised Premises;

         (d) the rendition of medical, dental or other diagnostic or therapeutic
         services;

         (e)  the conduct of a public auction of any kind;

         (f) a restaurant, bar, or the sale of confectionery, tobacco,
         newspapers, magazines, soda, beverages, sandwiches, ice cream, baked
         goods or similar items, or the preparation, dispensing or consumption
         of food and beverages in any manner whatsoever.

2.03 Tenant shall not suffer or permit the Demised Premises or any part thereof
to be used in any manner, or anything to be done therein, or suffer or permit
anything to be brought into or kept therein, which would in any way (i) violate
any of the provisions of any grant, lease or mortgage to which this Lease is
subordinate, (ii) violate any laws or requirements of public authorities, (iii)
make void or voidable any fire or liability insurance policy then in force with
respect to the Building, (iv) make unobtainable from reputable insurance
companies authorized to do business in the State of Connecticut at standard
rates any fire insurance with extended coverage, or liability, elevator or
boiler or other insurance required to be furnished by Landlord under the terms
of any lease or mortgage to which this Lease is subordinate, (v) cause, or in
Landlord's opinion be likely to cause, physical damage to the Building or any
part thereof, (vi) constitute a public or private nuisance, (vii) impair in the
opinion of the Landlord the appearance, character or reputation of the Building,
(viii) discharge objectionable fumes, vapors or odors into the Building air
conditioning system or into Building flues or vents not designed to receive them
or otherwise in such manner as may unreasonably offend other occupants, (ix)
impair or interfere with any of the Building services or the proper and economic
heating, cleaning, air conditioning or other servicing of the Building or the
Demised Premises or impair or interfere with or tend to impair or interfere with
the use of any of the other areas of the Building by, occasion or discomfort,
annoyance or inconvenience to, Landlord or any of the other tenants or occupants
of the Building, or (x) cause Tenant to default in any of its other obligations
under this Lease. The provisions of this Section, and application thereof, shall
not be deemed to be limited in any way to or by the provisions of the following
Sections of this Article or any of the Rules and Regulations referred to in
Article 13 or Exhibit "C" attached hereto, except as may therein be expressly
otherwise provided.

2.04 If any government license or permit, other than a Certificate of Occupancy,
shall be required for the proper and lawful conduct of Tenant's business in the
Demised Premises, or any part thereof and if failure to secure such license or
permit would in any way affect Landlord, then Tenant, at its expense, shall duly
procure and thereafter maintain such license or permit and submit the same to
inspection by Landlord. Tenant shall at all times comply with the terms and
conditions of each such license or permit, but in no event shall failure to
procure and maintain same by Tenant affect Tenant's obligations hereunder.

2.05 Tenant shall not at any time use or occupy or suffer or permit anyone to
use or occupy the Demised Premises, or do or permit anything to be done in the
Demised Premises, in violation of the Certificate of Occupancy for the Demised
Premises or for the Building.

2.06 Tenant shall not place a load upon any floor of the Demised Premises
exceeding the floor load per square foot which such floor was designed to carry
and which is allowed by certificate, rule, regulation, permit or law. Landlord
reserves the right to prescribe the weight and position of all safes and vaults,
which must be placed by Tenant, at Tenant's expense. Business machines and
mechanical equipment shall be placed and


                                      -3-









<PAGE>




maintained by Tenant, at Tenant's expense, in such manner as shall be sufficient
in Landlord's judgment to absorb and prevent vibration, noise and annoyance.

                                    ARTICLE 3
                       PREPARATION OF THE DEMISED PREMISES

3.01 Prior to the Commencement Date, Landlord will substantially perform all the
work in the Demised Premises as set forth in the attached Exhibit "D" (the "Work
Letter"), upon the terms and conditions specified in the Work Letter.

3.02 Landlord's agreement to do the work in the Demised Premises shall not
require it to incur overtime costs and expenses and shall be subject to
unavoidable delays due to acts of God, governmental restrictions, strikes, labor
disturbances, shortage of materials and supplies and for any other causes or
events beyond Landlord's reasonable control.

3.03 Landlord may afford Tenant and its employees, agents and contractors access
to the Demised Premises, at reasonable times prior to the Commencement Date and
at Tenant's sole risk and expense, for the sole purpose of installing telephone
and data wiring at the Demised Premises in preparation for Tenant's occupancy.
Access for such purposes shall not be deemed to constitute possession or
occupancy accelerating the Commencement Date or Tenant's obligation to pay fixed
rent under this Lease.

3.04 If Tenant employs or uses any contractor or subcontractor other than
Landlord in the performance of any work in connection with Tenant's initial
occupancy, all of Tenant's duties and obligations set forth in Sections 14.05
and 14.06 (relating to Tenant's duties and obligations in making alterations)
shall be applicable to and binding upon Tenant with respect to any such work.

                                    ARTICLE 4
                    WHEN DEMISED PREMISES READY FOR OCCUPANCY

4.01 The Demised Premises shall be deemed ready for occupancy on the earliest
date on which all of the following conditions have been met:

         (a) A Certificate of Occupancy (temporary or final or a permission to
         occupy) has been issued not inconsistent with Tenant's use of the
         Demised Premises as permitted under Section 2.01 hereof.

         (b) The Work described in the Work Letter to be performed by Landlord
         has been substantially completed, which Work shall be completed by
         Landlord no later than one hundred twenty (120) days after the date of
         this Lease.

         (c) Adequate means of access have been provided, and the use, without
         material interference, of the facilities necessary to Tenant's
         occupancy of the Demised Premises, including corridors, elevators and
         stairways and heating, ventilating, air conditioning, sanitary, water,
         and electrical lighting and power facilities, are available to Tenant
         in accordance with Landlord's obligations under this Lease.

         (d) The facilities and systems serving the Building and passing through
         the Demised Premises have been completed to the extent required to
         provide adequate services to the Demised Premises, the exterior of the
         Building has been substantially completed, including all of the windows
         of the Demised Premises, and the remaining work to be done in the
         Building is of such nature as will not materially interfere with
         Tenant's use of the Demised Premises or access thereto.


                                      -4-








<PAGE>




         (e) Ten (10) days after Landlord shall give Tenant written notice
         estimating when the conditions listed in subsections (a) through (d)
         above will be met, and provided that the conditions shall have been met
         by the expiration of such ten (10) day period, the Demised Premises
         shall be deemed ready for occupancy on the date of expiration of the
         period, or in the event Landlord's estimate was inaccurate, on the date
         when the conditions in fact shall have been met.

4.02 If the occurrence of any of the conditions listed in Section 4.01, and
thereby the making of the Demised Premises ready for occupancy, shall be delayed
due to any act or omission of Tenant or any of its employees, agents or
contractors, including but not limited to failure by Tenant to act promptly when
any consent or approval may be requested by Landlord, or to plan or execute work
to be performed by Tenant diligently and expeditiously, the Demised Premises
shall be deemed ready for occupancy on the date when it would have been ready
but for any such delay.

4.03 If the whole of the Demised Premises shall not be ready for occupancy at
approximately the same time, Tenant may, with the written consent of Landlord,
take possession of any part or parts of the Demised Premises for its use and
occupancy before the Commencement Date, provided that a temporary or permanent
Certificate of Occupancy shall have been obtained for the part or parts of the
Demised Premises in respect of which Tenant desires to take possession. Tenant
shall be deemed to have taken possession of a part of the Demised Premises for
use and occupancy (herein called "actual possession") when any personnel of
Tenant or anyone claiming under or through Tenant shall first occupy such part
for the conduct of business. Tenant's actual possession of any part of the
Demised Premises prior to the Commencement Date shall be subject to all of the
obligations of this Lease, including the payment of fixed and additional rent,
which payment shall be reasonably apportioned.

4.04 On the Commencement Date or at such time as Tenant shall take actual
possession of the whole or part of the Demised Premises, whichever shall be
earlier, it shall be conclusively presumed that the same were in satisfactory
condition as of the Commencement Date or the date or dates of such taking of
possession, unless within thirty (30) days after such date Tenant shall have
given Landlord notice specifying in which respects the Demised Premises were not
in satisfactory condition. However, nothing contained in this Section shall be
deemed to relieve Landlord from, and Landlord shall perform, its obligation to
complete, with reasonable speed and diligence, such details of construction,
mechanical adjustment and decoration as shall have been unperformed at the time
Tenant took actual possession, but Tenant shall not be entitled to any rent
abatement on account of any such incomplete work.

                                    ARTICLE 5
                                SECURITY DEPOSIT

5.01 Tenant, upon the execution of this Lease, has deposited with Landlord the
sum of Eight Thousand Three Hundred and Seventy Nine and 67/100 Dollars
($8,379.67) (the "Security Deposit"), receipt of which is hereby acknowledged by
Landlord. The Security Deposit shall be held by Landlord without liability for
interest, as security for the faithful performance by Tenant of all of the
terms, covenants, and conditions of this Lease by Tenant to be kept and
performed during the term hereof. If at any time during the term of this Lease
any of the rent herein reserved shall be overdue and unpaid, or any other sum
payable by Tenant to Landlord hereunder shall be overdue and unpaid then
Landlord may, at the option of Landlord (but Landlord shall not be required to),
appropriate and apply any portion of the Security Deposit toward any such
overdue rent or other sum.

5.02 In the event of the failure of Tenant to keep and perform any of the terms,
covenants and conditions of this Lease to be kept and performed by Tenant, then
Landlord, at its option, may appropriate and apply the entire Security Deposit,
or so much thereof as may be necessary, to compensate the Landlord for loss or
damage sustained or suffered by Landlord due to such breach on the part of
Tenant. Should the entire


                                      -5-









<PAGE>




Security Deposit, or any portion thereof, be appropriated and applied by
Landlord for the payment of overdue rent or other sums due and payable to
Landlord by Tenant hereunder, then Tenant shall, upon the written demand of
Landlord, forthwith remit to Landlord a sufficient amount in cash to restore the
Security Deposit to the original sum deposited, and Tenant's failure to do so
within five (5) days after receipt of such demand shall constitute a breach of
this Lease. Should Tenant comply with all of the terms, covenants and conditions
and promptly pay all of the rent herein provided for as it falls due, and all
other sums payable by Tenant to Landlord hereunder, the Security Deposit shall
be returned in full to Tenant at the end of the term of this Lease, or upon the
earlier termination of this Lease.

5.03 Landlord may deliver the Security Deposit to the purchaser of Landlord's
interest in the Building, in the event that such interest be sold, and thereupon
Landlord shall be discharged from any further liability with respect to the
Security Deposit; provided that such purchaser assumes Landlord's obligation
with respect to the Security Deposit.

                                    ARTICLE 6
              ADJUSTMENTS OF RENT FOR CHANGES IN REAL ESTATE TAXES

6.01     (a)  The term "Tax Base Year" shall mean the tax fiscal year of July 1,
         1999 to June 30, 2000.

         (b) The term "Common Areas" shall mean the land and pedestrian deck, as
         shown on Exhibit "F", together with the parking garage and loading dock
         facility.

         (c) The term "Real Estate Taxes" shall mean 100% of the taxes and
         assessments levied, assessed or imposed at any time by any governmental
         authority upon or against the Building and 48.24% of such taxes and
         assessments levied against the Common Areas, and also any tax or
         assessment levied, assessed or imposed at any time by any governmental
         authority in connection with the receipt of income or rents from the
         Building and Common Areas, to the extent that same shall be in lieu of
         or in addition to all or a portion of any of the aforesaid taxes or
         assessments upon or against the Building and Common Areas. The term
         "Real Estate Taxes" shall not mean any interest or penalties which may
         become due any reason of the failure to pay any such taxes when due and
         payable; or any municipal, state or federal income, estate,
         inheritance, transfer, corporate or franchise taxes assessed against
         Landlord unless and to the extent that same is assessed in lieu of part
         or all of real estate taxes as presently constituted and are computed
         as if Landlord owned no other property.

         (d) The term "Tenant's Proportionate Share" shall be 0.731%.

         (e) The phrase "Real Estate Taxes payable by Landlord" shall not
         include Real Estate Taxes for which Landlord is reimbursed by Tenant
         under Section 1.05 or by other tenants of the Building under similar
         provisions of their leases.

         (f) In the event that, after a statement has been sent to Tenant, an
         assessment or valuation which had been utilized in computing the Real
         Estate Taxes for a tax fiscal year is reduced (as a result of
         settlement, final determination or legal proceedings or otherwise), and
         as a result thereof a refund of Taxes is actually received by or on
         behalf of Landlord, promptly after receipt of such refund, Landlord
         shall send Tenant a statement adjusting the Real Estate Taxes for such
         tax fiscal year (taking into account the expenses mentioned in the last
         sentence of this subparagraph (f) and setting forth Tenant's
         Proportionate Share of such refund) and Tenant shall be entitled to
         receive such share by way of a credit against the Additional Rent next
         becoming due after the sending of such statement; provided, however,
         that Tenant's Proportionate Share of such refund shall be limited to
         the amount, if any, which Tenant had theretofore paid to Landlord as
         increased Additional Rent for such tax fiscal year on the basis of the
         assessed valuation before it had been reduced. All expenses, including



                                      -6-









<PAGE>




         attorneys' and appraisers' fees and disbursements, expenses and other
         witnesses' fees, incurred in contesting the validity or amount of any
         Real Estate Taxes or in obtaining a refund shall be considered as part
         of the Real Estate Taxes for such year. If a refund of Taxes is
         obtained, Tenant shall be entitled to receive its proportionate share
         of any tax refund to the extent Tenant shall have contributed to the
         Taxes being refunded.

         (g) In the event that any time during a tax fiscal year after the Tax
         Base Year the assessment or valuation which had been utilized in
         computing the Real Estate Taxes for the additional rent for any Tax
         Year is reduced (as a result of settlement, final determination or
         legal proceedings or otherwise), so that the Taxes payable for such tax
         fiscal year is less than the Taxes payable by Tenant for the Tax Base
         Year then and in such event: (i) the Taxes for the Tax Base Year shall
         become the lower assessment or valuation effective as of the tax fiscal
         year in which said settlement or final determination was reached
         (hereinafter the "Updated Tax Base Year"); and (ii) Tenant shall pay as
         additional rent its Proportionate Share of the amount by which the
         Taxes for each succeeding tax fiscal year after the Updated Tax Base
         Year, exceeds the taxes for the Updated Tax Base Year. Landlord
         promptly shall send to Tenant a statement setting forth the basis for
         the Updated Tax Base Year and all adjustments and additional rent
         payments.

6.02     (a) In addition to the fixed rent, Tenant agrees to pay as additional
         rent an amount equal to Tenant's Proportionate Share of the excess of
         Real Estate Taxes payable by Landlord for each tax fiscal year of the
         City which is subsequent to the Tax Base Year, over the Real Estate
         Taxes by Landlord for the Tax Base Year.

         (b) Tenant's obligation to pay such additional rent under (a) above,
         shall commence on the July 1st or January 1st (whichever comes first)
         after the Tax Base Year; and Tenant shall pay such additional rent,
         with respect of each fiscal year subsequent to the Tax Base Year, in
         two equal installments, on such July 1st or January 1st (as the case
         may be) and each subsequent July 1st and January 1st during the balance
         of the term of this Lease. Tenant's obligation to pay such additional
         rent shall be prorated for any portion of the year in which Tenant is
         in possession of the Premises.

         (c) Within thirty (30) days after the Expiration Date, Landlord shall
         pay to Tenant an amount equal to the portion, if any, of such
         additional rent which is attributable to the period subsequent to the
         Expiration Date.

         (d) The dates for the payment of taxes, July 1st and January 1st, are
         based on the present dates for the payment of real estate taxes in the
         City. If the City or other governmental authority changes the dates for
         the payment of Real Estate Taxes then the changed dates shall be
         sequentially substituted for the July 1 and January 1 dates contained
         herein.

6.03 Upon Tenant's request, Landlord shall furnish to Tenant a copy of the
Assessor's report or reports showing the assessment for the Building and the
Common Areas and the report or reports showing the increased assessment therefor
and all applicable tax bills, or such other evidence coming from the Assessor's
and/or Tax Collector's office which will show the assessments and tax involved
or some other reasonable documentation of the matter.


                                      -7-









<PAGE>




                                    ARTICLE 7
                ADJUSTMENT OF RENT FOR CHANGES IN OPERATING COSTS

7.01     (a) In the event that the Operating Costs for an Operating Year shall
         exceed the Operating Costs for the Base Year, Landlord shall adopt a
         date (the "Adjustment Date"), in the succeeding Operating Year, and
         within ten (10) days of the Adjustment Date, Tenant shall pay to
         Landlord an amount equal to the Tenant's Proportionate Share of such
         excess (without setoff or deduction of any kind and as additional
         rent), less the amount of additional rent, if any, which Tenant paid to
         Landlord, as additional rent under subparagraph (b) below, during the
         Operating Year in question. Tenant's obligation to pay such additional
         rent shall be prorated for any portion of the year in which Tenant is
         in possession of the Premises.

         (b) Tenant also shall pay to Landlord, as additional rent (in equal
         monthly installments) in each Operating Year, retroactive to the first
         month of such year, a sum equal to Tenant's Proportionate Share of the
         amount by which the projected Operating Costs for the current Operating
         Year exceed the Operating Costs for the Base Year. In no event shall
         Tenant's Proportionate Share of Operating Costs or any Operating Year
         during the Term hereof be less than Tenant's Proportionate Share of
         Operating Costs for the Base Year; provided that if the net rentable
         area of the Demised Premises changes, Tenant's Proportionate Share
         shall be revised accordingly.

         (c) If the Operating Costs for any Operating Year shall be less than
         the Operating Costs for the previous year, Landlord shall credit such
         amount of Tenant's Proportionate Share to Tenant, but in no event will
         the fixed rent be reduced below that amount stated in Article 1.

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

         (a) The term "Base Year" shall mean January 1, 2000, through December
         31, 2000.

         (b) The term "Operating Year" shall mean each twelve month period
         adopted by the Landlord subsequent to the Commencement Date.

         (c) The term "Common Areas" shall mean the land and pedestrian deck, as
         shown on Exhibit "F", together with the parking garage and loading dock
         facility.

         (d) The term "Adjustment Date" shall be a date adopted by the Landlord
         subsequent to each Operating Year.

         (e) The term "Tenant's Proportionate Share" shall be 0.731%.

         (f) The term "Operating Costs" shall mean the aggregate of all expenses
         paid or incurred by Landlord for the operation of the Building, and
         48.24% of such expenses paid or incurred by Landlord for the operation
         of the Common Areas, and shall include without limitation the
         following:

                  (i) Wages and salaries paid by Landlord, including all fringe
                  benefits and taxes related thereto paid by Landlord, of
                  employees directly engaged in cleaning, maintenance and repair
                  of the Building, Building equipment and Common Areas, and
                  performing the functions of garbage and snow removal,
                  landscaping and security, including a customary managing
                  agent's fee, or cost to Landlord of an independent contractor
                  performing any such services;

                  (ii) Any and all supplies and materials utilized by Landlord
                  or independent contractors of Landlord in the performance of
                  the items set forth in subparagraph (i) immediately preceding;




                                      -8-









<PAGE>





                  (iii)  The cost of supplying utilities to the Building and
                  Common Areas;

                  (iv) Insurance premiums paid by Landlord with respect to the
                  Building and Common Areas; and

                  (v) Expenditures incurred by Landlord after substantial
                  completion of the Building for any equipment, device or
                  capital improvement which is required by any law, statute or
                  regulation or a requirement of the insurance carrier or which
                  is designed as a labor-saving measure or designed to effect
                  other economies or efficiencies in the operation or
                  maintenance of the Demised Premises, Common Areas or the
                  Building Equipment except to the extent such expenses exceed
                  $200,000, in which case the annual amortization (on a
                  straight-line basis over a depreciable life in accordance with
                  generally accepted accounting principles consistently applied,
                  with interest calculated at an annual rate of one (1)
                  percentage point above the prime rate at the time of
                  Landlord's having made such expenditure) of such expenses
                  shall be included in Operating Costs; and

                  (vi) Legal and accounting fees and disbursements, and any
                  other expense or charge of any nature whatsoever which, in
                  accordance with generally accepted accounting principles with
                  respect to the operation of a first-class office building,
                  would be construed as an operating expense, excluding,
                  however, real property taxes, depreciation, interest on and
                  amortization of debt, any items otherwise properly
                  constituting such an operating expense to the extent payment
                  therefor is received from or payable by tenants for services
                  rendered or performed directly for the account of such tenants
                  or for which a tenant pays directly under an electricity
                  schedule, real estate brokerage leasing and costs for tenant
                  improvements for new leases or renewals and penalties and
                  fines incurred by Landlord due to its negligence or failure to
                  comply with the law.

         (g) In the event that the Building is less than 90% occupied at any
         time during the Base Year or any Operating Year, the Operating Costs
         for such year shall be those which, with equitable adjustment, would
         have been paid or incurred by Landlord for the operation of the
         Building and Common Areas if the Building had been ninety percent
         occupied throughout the whole of such year.

7.03 Landlord shall advise Tenant by written statement certified to be correct
by Landlord or its agent, of increased Operating Costs for any Operating Year.
The statement shall delineate the amount of Tenant's Proportionate Share caused
by such increase, shall establish the Adjustment Date, and set forth the manner
in which the adjustment is computed. Landlord's failure to render a statement
with respect to increases in Operating costs for any Operating Year shall not
prejudice Landlord's right to thereafter render a statement with respect thereto
or with respect to any subsequent Operating Year. Furthermore, nothing herein
contained shall restrict Landlord from issuing a statement or from revising an
estimate at any time that there is an increase in Operating Costs during any
Operating Year or at any time thereafter. The rights and obligations of Landlord
and Tenant under the provisions of this Article with respect to any additional
rent shall survive the termination of this Lease.

7.04 Tenant and Landlord agree that for all purposes in any way connected with
or arising out of this Article, the statement delivered by Landlord pursuant to
Section 7.03 shall be binding and conclusive on both parties hereto unless
objected to by Tenant in writing within ninety (90) days after receipt thereof.
Tenant's objection shall be in writing and specify the respects in which the
statement is claimed to be incorrect. The Tenant shall have the right to require
the production of Landlord's books which relate to these items of cost and the
right, within ninety (90) days subsequent to the production of Landlord's books,
to deliver notice of disagreement with respect to any item of Operating Costs.


                                      -9-









<PAGE>





7.05 Anything to the contrary herein notwithstanding, Landlord shall have the
right at any time to calculate Operating Costs for the Building and the other
Buildings separately rather than together and to collect from Tenant as
additional rent Tenant's Proportionate Share of the excess of the Building 's
Operating Costs for the Operating Year in question over the Building's Operating
Costs for the Base Year; in such event Landlord shall give Tenant at least
thirty (30) days advance notice of the said manner of calculation ("Landlord's
Change Notice"). At the time said adjustments are made in calculating Operating
Costs for the Operating Years (or portions thereof) falling after the effective
date of Landlord's Change Notice, appropriate adjustment shall be made in
Operating Costs for the Base Year.

7.06 Notwithstanding that in certain provisions of this Lease, it is specified
that Landlord shall perform certain obligations and services as an Operating
Cost, whereas the Lease is silent in regards to other obligations and services,
all obligations and services to be performed by Landlord shall be included as an
Operating Cost to the extent that they fall within the definition of Operating
Costs in Section 7.02(g) hereof. The costs of any services included in Operating
Costs, which services are performed by subsidiaries or affiliates of Landlord or
Landlord's agents shall be competitive in price for comparable contracts and
transactions with unaffiliated entities for the performance of such services in
comparable buildings.

                                    ARTICLE 8
           SUBORDINATION, ATTORNMENT, NOTICE TO LESSOR AND MORTGAGEES

8.01 This Lease, and all rights of Tenant hereunder, are and shall be subject
and subordinate in all respects to all present and future ground leases,
over-riding leases and underlying leases and/or grants of term of the land
and/or the Building or the portion thereof in which the Demised Premises are
located in whole or in part now or hereafter existing and to all mortgages and
building loan agreements, including leasehold mortgages and building loan
agreements, which may now or hereafter affect the land and/or the Building
and/or any of such leases, whether or not such mortgages shall also cover other
lands and/or buildings, to each and every advance made or hereafter to be made
under such mortgages, and to all renewals, modifications, replacements and
extensions of such leases and such mortgages and spreaders, consolidations and
correlations of such mortgages. This Section shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall promptly execute and deliver an instrument, in
recordable form, if required, that Landlord, the lessor of any such lease or the
holder of any such mortgage or any of their respective successors in interest
may request to evidence such subordination, and Tenant hereby constitutes and
appoints Landlord attorney-in-fact for Tenant to execute any such instrument for
and on behalf of Tenant. The leases to which this Lease is, at the time referred
to, subject and subordinate pursuant to this Article are hereinafter sometimes
called "superior leases" and the mortgages to which this Lease is at the time
referred to, subject and subordinate are hereinafter sometimes called "superior
mortgages" and the lessor of a superior lease or its successor in interest at
the time referred to is hereinafter sometimes called a "lessor".

8.02 Landlord hereby notifies Tenant that in accordance with the terms of a
superior mortgage, this Lease may not be modified or amended so to reduce the
rent, shorten the term, or adversely affect in any other respect to any material
extent the rights of the Landlord hereunder, or be cancelled or surrendered
without the prior written consent of the holder of the superior mortgage in each
instance, except that said holder's consent shall not be required to the
institution or prosecution of any action or proceedings against Tenant by reason
of a default on the part of Tenant under the terms of this Lease.

8.03 This Lease shall not terminate or be terminable by Tenant by reason of any
termination of the ground lease, by summary proceedings, foreclosure of a
superior mortgage, or otherwise. Tenant agrees without further instruments of
attornment in each case, to attorn to the lessor under the ground lease, or the
mortgagee under the superior mortgage, as the case may be, to waive the
provisions of any statute or rule


                                      -10-









<PAGE>




of law now or hereafter in effect which may give or purport to give Tenant any
right of election to terminate this Lease or to surrender possession of the
Demised Premises in the event the ground lease is terminated or a superior
mortgage is foreclosed, and that unless and until the lessor, or mortgagee, as
the case may be, shall elect to terminate this Lease, this Lease shall not be
affected in any way whatsoever by any such proceeding or termination, and Tenant
shall take no steps to terminate this Lease without giving written notice to the
lessor under the ground lease, or mortgagee under a superior mortgage, and a
reasonable opportunity to cure (without such lessor or mortgagee being obligated
to cure), any default on the part of the Landlord under this Lease.

8.04 If any act or omission by Landlord would give Tenant the right, immediately
or after lapse of time, to cancel or terminate this Lease or to claim a partial
or total eviction, Tenant will not exercise any such right until (a) it has
given written notice of such act or omission to each holder of a superior
mortgage and to each holder of a superior lease, whose name and address shall
have previously been furnished to Tenant, by delivering notice of such act or
omission addressed to each such party at its last address so furnished and (b) a
period for remedying such act or omission shall have elapsed following such
giving of notice and following the time when such senior interest holder shall
have become entitled under such senior interest, as the case may be, to remedy
the same (which period shall be equal to, and immediately follow, the full
period to which Landlord would be entitled under this Lease to effect such
remedy) provided such senior interest holder shall, with reasonable diligence,
give Tenant notice of its intention to remedy such act or omission and shall
commence and continue to act upon such intention. Notwithstanding the foregoing,
nothing shall impose any obligation on such holder actually to remedy such act
or omission.

                                    ARTICLE 9
                                 QUIET ENJOYMENT

9.01 Landlord covenants that if, and so long as, Tenant pays all of the fixed
and additional rent due hereunder, and keeps and performs each and every
covenant, agreement, term, provision and condition herein contained on the part
and on behalf of Tenant to be kept and performed, Tenant shall quietly enjoy the
premises without hindrance or molestation by Landlord or by any other person
lawfully claiming the same, subject to the covenants, agreements, terms,
provisions and conditions of this Lease.

                                   ARTICLE 10
                       ASSIGNMENT, MORTGAGING, SUBLETTING

10.01 Neither this Lease, nor the term and estate hereby granted, nor any part
hereof or thereof, nor the interest of Tenant in any sublease or the rentals
thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise
transferred by Tenant by operation of law or otherwise, and neither the Demised
Premises, nor any part thereof, shall be encumbered in any manner by reason of
any act or omission on the part of Tenant or anyone claiming under or through
Tenant, nor shall be sublet to be used or occupied or permitted to be used or
occupied, or utilized for desk space or for mailing privileges, by anyone other
than Tenant or for any purpose other than as permitted by this Lease, without
the prior written consent of Landlord in every case, except as expressly
otherwise provided in this Article.

         Furthermore, no assignment shall be binding on Landlord unless the
assignee shall execute, acknowledge and deliver to Landlord (a) a duplicate
original instrument of assignment in form and substance reasonably satisfactory
to Landlord, duly executed by Tenant, and (b) an agreement, in form and
substance satisfactory to Landlord, duly executed by the assignee, whereby the
assignee shall unconditionally assume in accordance with the terms and
conditions of this Lease observance and performance of, and agree to be bound by
all of the terms, covenants and conditions of this Lease on Tenant's part to be
observed or performed, including, without limitation, the provisions of this
Article with respect to all future assignments; but the failure or refusal of
the assignee to execute or deliver such an agreement shall not release the
assignee


                                      -11-








<PAGE>



from its liability for the obligations of Tenant hereunder assumed by acceptance
of the assignment of this Lease.

10.02 If this Lease is assigned, whether or not in violation of the provisions
of this Lease, Landlord may collect rent from the assignee. If the Demised
Premises or any part thereof is sublet or is used or occupied by anybody other
than Tenant, whether or not in violation of this Lease, Landlord may, after
default by Tenant, and expiration of Tenant's time to cure such default, collect
rent from the sub-tenant or occupant. In either event, Landlord may apply the
net amount collected to the rents herein reserved, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any of the
provisions of Section 10.01, or the acceptance of the assignee, subtenant or
occupant as tenant, or a release of Tenant from the further performance by
Tenant of Tenant's obligations under this Lease. The consent by Landlord to
assignment, mortgaging, subletting or use or occupancy by others shall not in
any way be considered to relieve Tenant from obtaining the express written
consent of Landlord to any other or further assignment, mortgaging or subletting
or use or occupancy by others not expressly permitted by this Article.
References in this Lease to use or occupancy by others, that is anyone other
than Tenant, shall not be construed as limited to subtenants and those claiming
under or through sub-tenants but as including also licensees and others claiming
under or through Tenant, immediately or remotely.

10.03 Tenant, upon written notice to Landlord, but without Landlord's written
consent, may permit any corporations or other business entities which control,
are controlled by, or are under common control with Tenant (herein called
"related corporations") to use the whole or part of the Demised Premises for any
of the purposes permitted to Tenant, subject however to compliance with Tenant's
obligations under this Lease. Such use shall not be deemed to vest in any such
related corporation any right or interest in this Lease or in the Demised
Premises, nor shall such use release, relieve, discharge or modify any of
Tenant's obligations hereunder.

10.04 Tenant, upon Landlord's prior written consent, which shall not
unreasonably be withheld or delayed, may assign or transfer its entire interest
in the Lease and the leasehold estate hereby created or sublet the whole of the
Demised Premises on one or more occasions to a "wholly owned subsidiary" or
"affiliate" of Tenant or to a "successor corporation" of Tenant, as such terms
are hereinafter defined, provided that Tenant shall not be in default in any of
the terms, covenants, conditions and agreements of this Lease, including but not
limited to the payment of the fixed rent or additional rent payable by Tenant
hereunder. A "wholly owned subsidiary" of Tenant shall mean any corporation all
of whose outstanding voting stock shall at the time be owned, directly or
indirectly, by Tenant or by one or more of its wholly owned subsidiaries. An
"affiliate" of Tenant shall mean any corporation which directly or indirectly
controls or is controlled by or is under common control with Tenant. For
purposes of this definition, "control" (including "controlling," "controlled by"
and "under common control with") as used with respect to any corporation, shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, or by contract or otherwise. A "successor
corporation" as used in this Article, shall mean (i) a corporation into which or
with which Tenant, its corporate successors or assigns, is merged or
consolidated, in accordance with applicable statutory provisions for the merger
or consolidation of corporations, provided that by operation of law or by
effective provisions contained in the instruments of merger or consolidation the
liabilities of the corporations participating in such merger or consolidation
are assumed by the corporation surviving such merger or consolidation, or (ii) a
corporation acquiring this Lease and the term hereby demised, the good will and
all or substantially all of the other property and assets of Tenant, its
corporate successors or assigns, and assuming all or substantially all of the
liabilities of Tenant, its corporate successors and assigns, or (iii) any
corporate successor to a successor corporation becoming such by either of the
methods described in Clauses (i) and (ii); provided that, immediately after
giving effect to any such merger or consolidation, or such acquisition and
assumption as the case may be, the corporation surviving such merger or created
by such consolidation or acquiring such assets and assuming such liabilities, as
the case may be, shall have assets, capitalization, and a net worth


                                      -12-









<PAGE>




as determined in accordance with generally accepted principles of accounting at
least equal to the assets, capitalization and net worth, similarly determined,
of Tenant, at the beginning of the term of this Lease or Tenant, its corporate
successors or assigns, immediately prior to such merger or consolidation or such
acquisition and assumption, as the case may be, whichever is the greater. The
acquisition by Tenant, its corporate successors or assigns, of all or
substantially all of the assets, together with the assumption of all or
substantially all of the obligations and liabilities of any corporation, shall
be deemed to be a merger of such corporation into Tenant for the purpose of this
Article.

10.05 If Tenant is a corporation or partnership, and if at any time during the
term of this Lease the person or persons who, as of the date this Lease is
executed by Tenant, own or owns a majority of such corporation's voting stock
(as hereinafter defined) or the general partner's interest in such partnership,
as the case may be, cease or ceases to own a majority of such a voting stock or
general partner's interest, as the case may be, then the occurrence of any such
event shall be deemed to be an assignment of this Lease with respect to which
the Landlord's prior written consent shall be required, except, however, that
this provision shall not be applicable to any corporation, all the outstanding
voting stock of which is listed on a National Securities Exchange. For the
purpose of this Section, stock ownership shall be determined in accordance with
the principles set forth in Section 544 of the Internal Revenue Code of 1986, as
amended, and the term "voting stock" shall refer to share of stock regularly
entitled to vote for the election of directors of the corporation.

10.06    (a) Notwithstanding anything contained in Sections 10.01 and 10.02
         hereof, but subject to the right of Tenant under Sections 10.03 and
         10.04 hereof, in the event that at any time or from time to time prior
         to or during the term of this Lease Tenant desires to sublet all or any
         part of the Demised Premises, Tenant (I) shall notify Landlord in
         writing of the term of the proposed subletting and the area so proposed
         to be sublet, (II) shall be deemed to have granted Landlord the option
         to sublet from Tenant such space so proposed to be sublet upon the
         covenants, agreements, terms, provisions and conditions hereinafter set
         forth, and (III) shall not offer such space for subletting to anyone
         other than Landlord until thirty (30) days have elapsed after the
         receipt of such notice by Landlord. Such option on the part of Landlord
         to sublet from Tenant such space so proposed to be sublet shall be
         exercisable by Landlord in writing during such 30 day period referred
         to in clause (III) of the next preceding sentence. If Landlord fails to
         exercise such option within said thirty (30) days and Tenant fails to
         complete a sublease with a third party (as hereinafter provided within
         one hundred eighty (180) days thereafter), Tenant shall again comply
         with all the conditions of this Section, as if the notice and option
         hereinabove referred to had not been given and received

         (b) As an alternative to Landlord's other rights under this Article
         10.06, within thirty (30) days of Landlord's receipt of Tenant's notice
         that Tenant desires to assign this Lease or to sublease all or any
         portion of the Demised Premises, except with respect to a sublease
         within the scope of Article 10.04 herein, Landlord may elect to
         terminate this Lease, as to the entire Demised Premises or as to the
         relevant portion (at Landlord's option) by delivering notice of Such
         election to Tenant within such thirty (30) day period. If Landlord
         shall have elected to terminate this Lease Pursuant to this Article
         10.06, the Term of this Lease shall cease and come to an end on that
         day with the same force and effect as though that were the original
         date set forth as the Expiration Date, and Tenant shall deliver broom
         clean possession of the Demised Premises to Landlord, in accordance
         with the terms of this Lease. Thereafter, neither party shall have any
         obligations to the other hereunder, except for any Rent due and owing
         to the Landlord up to and including the termination of this Lease, any
         obligations that expressly survive the termination or expiration of
         this Lease, and as the parties hereto may have agreed otherwise in the
         Lease or by separate writing. If Landlord fails to exercise such option
         within said thirty (30) days and Tenant fails to complete a sublease
         with a third party (as hereinafter provided within ninety (90) days
         thereafter), Tenant shall again comply with all the conditions of this
         Section, as if the notice and option hereinabove referred to had not
         been given and received. The provisions of this Section 10.06(b) shall
         not apply in the event of a sale of all or substantially all of the



                                      -13-









<PAGE>




         assets or stock of Tenant or in the event of a merger or consolidation
         of Tenant with another entity, provided that such transaction is for a
         valid business purpose and is not intended to circumvent tenant's
         obligations under this lease.

         In the event Landlord exercises Landlord's option to sublet such space,
         such sublease by Tenant to Landlord shall be at an annual fixed rent
         equal to the fixed rent and additional rent as provided in this Lease
         for the entire Demised Premises or equal to an equitable apportionment
         of such fixed and additional rent if such sublease shall be in respect
         of less than the whole of the Demised Premises, and shall be for the
         same term as that of the proposed subletting, and it is hereby
         expressly agreed that:

         (a) the sublease shall be expressly subject to all of the covenants,
         agreements, terms, provisions and conditions of this Lease except such
         as are not relevant or applicable, and except as otherwise expressly
         set forth to the contrary in this Section.

         (b) such sublease to Landlord shall give Landlord the unqualified and
         unrestricted right, without Tenant's permission, to assign such
         sublease or any interest therein and/or sublet the space covered by
         such sublease or any part or parts of such space and to make any and
         all changes, alterations, and improvements in the space covered by such
         sublease;

         (c) such sublease to Landlord shall provide that any assignee or
         subtenant of the Landlord may, at the election of the Landlord, be
         permitted to make alterations, decorations and installments in such
         space or any part thereof and shall also provide in substance that any
         such alterations, decorations and installations therein made by any
         assignee or subtenant for the Landlord may be removed, in whole or in
         part, by such assignee or subtenant, at its option, prior to or upon
         the expiration or other termination of such sublease provided that such
         assignee or subtenant, at its expense, shall repair any damage and
         injury to such space or sublet caused by such removal; and

         (d) such sublease to Landlord shall also provide that the parties to
         such sublease expressly negate any intention that any estate created
         under such sublease be merged with any other estate held by either of
         said parties. Tenant covenants and agrees (i) that any such assignment
         or subletting by the subtenant may be for any purpose or purposes that
         Landlord, in Landlord's uncontrolled discretion, shall deem suitable or
         appropriate, (ii) that Tenant, at Tenant's expense, shall and will at
         all times provide and permit reasonably appropriate means of ingress to
         and egress from such space so sublet by Tenant to Landlord, and (iii)
         that at the expiration of the term of such sublease, Tenant will accept
         the space covered by such sublease in its then existing condition,
         subject to the obligations of Landlord to make such repairs thereto as
         may be necessary to preserve the premises demised by such sublease in
         good order and condition.

10.07 In the event Landlord does not exercise its option to so sublet such
space, Landlord covenants not to unreasonably withhold or delay its consent
which must be in writing, to a subletting, provided, however, that Landlord
shall not, in any event, be obligated to consent to any such proposed subletting
unless:

         (a) Tenant shall furnish Landlord with the name and business address of
         the proposed subtenant, a counterpart of the proposed subleasing
         agreement, and satisfactory information with respect to the nature and
         character of the business of the proposed subtenant together with
         current financial information and references reasonably satisfactory to
         Landlord;

         (b) in the reasonable judgment of Landlord the proposed subtenant is of
         a character and engaged in a business such as are in keeping with the
         standards of Landlord in those respects for the Building; and


                                      -14-









<PAGE>




         (c) the purposes for which the proposed subtenant intends to use the
         portion of the Demised Premises sublet to it are uses expressly
         permitted by and not expressly prohibited by this Lease; and

         (d) Tenant shall not have (i) advertised or publicized in any way the
         availability of all or part of the Demised Premises without prior
         notice to and approval by Landlord, (ii) listed or publicly advertised
         the rental rate less than the fixed rent and additional rent (pursuant
         to Articles 6 and 7) then payable hereunder for such space; but the
         provisions of this subsection, however, shall not be deemed to prohibit
         Tenant from negotiating a sublease at a lesser rate of rent and
         consummating the same insofar as it may be permitted under the
         provisions of this Article; and

         (e) the proposed subtenant is not an existing tenant of Landlord who
         leases space in the Building or in any other building owned by Landlord
         or any affiliate of Landlord.

         (f) Tenant shall pay to Landlord immediately upon receipt thereof, a
         sum equal to the amount of (i) all fixed rent and additional rent and
         any other consideration paid to Tenant by any subtenant which is in
         excess of the fixed rent and additional rent then being paid by Tenant
         to Landlord pursuant to the terms hereof, and (ii) any other profit or
         gain realized by Tenant from any such subletting; if only a part of the
         Demised Premises is sublet, then the fixed rent and additional rent
         paid therefor by Tenant to Landlord shall be deemed to be the fraction
         thereof that the area of the sublet space bears to the entire Demised
         Premises.

         (g) Tenant shall together with requesting Landlord's consent hereunder,
         have paid Landlord any reasonable costs incurred by Landlord to review
         the proposed subletting including attorneys' fees incurred by Landlord.

         (h) In the case of a subletting of a portion of the Demised Premises,
         the portion so sublet shall be regular in shape and suitable for normal
         renting purposes; and

         (i) Tenant shall have reimbursed Landlord for Landlord's costs incurred
         in the plan review or plan approval should Tenant propose the
         alterations to the Demised Premises to make same suitable for the
         occupancy by Tenant's subtenant.

         Except for any subletting by Tenant to Landlord pursuant to the
provisions of this Article, each subletting pursuant to this Article shall be
subject to all the covenants, agreements, terms, provisions and conditions
contained in this Lease. Tenant covenants and agrees that notwithstanding any
such subletting to any subtenant (other than Landlord) and/or acceptance of rent
or additional rent by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment of the fixed rent and additional rent due and to
become due hereunder and for the performance of all the covenants, agreements,
terms, provisions and conditions contained in this Lease on the part of Tenant
to be performed and all acts and omissions of any licensee or subtenant or
anyone claiming under or through any subtenant which shall be in violation of
any of the obligations of this Lease and any such violation shall be deemed to
be a violation by Tenant. Tenant further covenants and agrees that
notwithstanding any such subletting, no other and further subletting of the
Demised Premises or any part thereof shall or will be made except upon
compliance with and subject to the provisions of this Article.

10.08 With respect to each and every sublease or subletting authorized by the
      provisions of this Article:

         (a) No subletting shall be for a term ending later than one day prior
         to the Expiration Date of this Lease, and that part, if any, of the
         proposed term of any sublease or any renewal or extension thereof


                                      -15-









<PAGE>




         which shall extend beyond a date one day prior to the Expiration Date
         or the earlier termination of the term of this Lease, is hereby deemed
         to be a nullity.

         (b) Upon the execution of any such sublease as may be authorized by
         this Article, Tenant shall promptly deliver to Landlord a copy of each
         such sublease.

10.09 Landlord's approval is required for the use of any name other than
Tenant's name for identification on any signs or directory listings in the
Building.

         The listing of any name other than that of Tenant, even though approved
by Landlord, shall not:

         (i) Constitute a waiver of Landlord's right to withhold consent to any
         sublet or assignment pursuant to this Article;

         (ii) Be deemed an implied consent by Landlord to any sublet of the
         Premises or any portion thereof, to any assignment or transfer of the
         lease, or to any unauthorized occupancy of the Premises, except in
         accordance with the express terms of the Lease; or

         (iii) Operate to vest any right or interest in the Lease or in the
Premises.

         The use of any such other name or listing as provided above shall
constitute a privilege extended by Landlord to Tenant, and shall be revocable at
Landlord's will by notice to Tenant.

                                   ARTICLE 11
           COMPLIANCE WITH LAWS AND REQUIREMENTS OF PUBLIC AUTHORITIES

11.01 Tenant shall promptly notify Landlord of any written notice it receives of
the violation of any law or requirements of any Federal, State, Municipal or
other public authority, and at its expense Tenant shall comply with all laws and
requirements of such public authorities which shall, with respect to the
Building or the Demised Premises or the use and occupation thereof or the
abatement of any nuisance, impose any violation, order or duty on Landlord or
Tenant, arising from (i) Tenant's use of the Demised Premises, (ii) the manner
of conduct of Tenant's business or operation of its installations, equipment or
other property therein, (iii) any cause or condition created by or at the
instance of Tenant, or (iv) breach of any of Tenant's obligations hereunder.

                                   ARTICLE 12
                                    INSURANCE

12.01 Tenant shall not do, or permit anything to be done, or keep or permit
anything to be kept in the Demised Premises which would increase the fire or
other casualty insurance rate on the Building or the property therein over the
rate which would otherwise then be in effect (unless Tenant pays the resulting
increased amount of premium as provided in Section 12.02) or which would result
in insurance companies of good standing refusing to insure the Building or any
of such property in amounts and at normal rates reasonably satisfactory to
Landlord.

12.02 If, by reason of any act or omission on the part of Tenant, the rate of
fire insurance with extended coverage on the Building or equipment or other
property of Landlord shall be higher than it otherwise would be, Tenant shall
reimburse Landlord, on demand, for that part of the premiums for fire insurance
and extended coverage paid by Landlord because of such act or omission on the
part of Tenant, which sum shall be deemed to be additional rent and collectible
as such.


                                      -16-









<PAGE>




12.03 In the event that any dispute should arise between Tenant and Landlord
concerning rates, a schedule or make up of rates for the Building or the Demised
Premises, as the case may be, issued by a Fire Insurance Rating Organization or
other similar body making rates for fire insurance and extended coverage for the
premises concerned, shall be presumptive evidence of the facts therein stated
and of the several items and charges in the fire insurance rates with extended
coverage then applicable to such premises.

12.04 Tenant shall obtain and keep in full force and effect during the term of
this Lease at its own cost and expense comprehensive General Public Liability
Insurance on an occurrence basis with minimum limits of liability in an amount
of not less than $3,000,000.00 for bodily injury or death including personal
injury, and with respect to damage to property, water damage and sprinkler
leakage including legal liability arising out of any one occurrence, which
insurance shall contain contractual liability insurance covering the matters set
forth in Article 21.

12.05 All policies of insurance to be obtained and furnished by Tenant hereunder
shall be issued and carried in the name of Landlord and Tenant, as their
respective interests may appear, together with such other party or parties as
may be designated by Landlord, as their interests may appear. All such policies
of insurance shall be issued by a financially responsible company or companies,
authorized to issue such policy or policies, and licensed to do business in the
State of Connecticut, which shall be reasonably satisfactory to Landlord, and
shall contain endorsements providing as follows: (a) that any such insurance
shall not be subject to cancellation, termination, reduction or change, except
with 30 days' prior written notice sent by registered mail to Landlord by the
insurance company; and (b) that Landlord shall not be liable for any damage by
fire or other casualty covered by such insurance, regardless of the cause, it
being understood that Tenant shall look solely to its insurer or insurers for
reimbursement. Landlord and Tenant waive their right to recover damages against
each other for any reason whatsoever to the extent the damaged party recovers
from its insurance carrier. Any insurance policy procured by Tenant which does
not name the Landlord as an additional insured shall contain an express waiver
of any right of subrogation by the insurance company against Landlord. All
public liability and property damage polices shall contain an endorsement that
Landlord, although named as an insured, shall nevertheless be entitled to
recover under said policies for any loss or damage occasioned to it, its
servants, agents and employees. The original policy or policies together with
satisfactory evidence of payment of the premium thereof, shall be delivered to
Landlord on or before the commencement of any of Tenant's Work under this Lease,
and upon renewals of such policies, not less than 30 days prior to the
expiration of the term of any such coverage. The minimum limits of any insurance
coverage required herein to be carried by Tenant shall not limit Tenant's
liability under Article 21 hereof.

12.06 In the event that Tenant at any time or times shall fail to obtain or
maintain in full force and effect any or all of the insurance polices and
coverage required of it hereunder, or should Tenant violate any of the
provisions of Section 12.05 herein, Landlord, at its election after ten (10)
days written notice to Tenant, and as agent for Tenant, may obtain such
insurance or coverage, or additional insurance or coverage as the case may be,
pay the premiums thereon or take such other steps as may be necessary to meet
the requirements of this Article and thereafter, upon demand, obtain
reimbursement of the costs so expended from Tenant. The failure of Landlord to
obtain evidence of the required insurance coverage shall not relieve Tenant of
its obligations under this Article.


                                      -17-









<PAGE>




                                   ARTICLE 13
                              RULES AND REGULATIONS

13.01 Tenant and its employees and agents shall faithfully observe and comply
with the rules and regulations set forth in the attached Exhibit "C" (the "Rules
and Regulations"), and such reasonable changes therein (whether by modification,
elimination or addition) as Landlord at any time or times hereafter may make and
communicate in writing to Tenant, which do not unreasonably affect the conduct
of Tenant's business in the Demised Premises; provided, however, that in case of
any conflict or inconsistency between the provisions of this Lease and any Rules
and Regulations enacted subsequent to the date of this Lease the provisions of
this Lease shall control.

13.02    Notwithstanding anything to the contrary in any of the Rules and
Regulations set forth in Exhibit "C":

         (a) Tenant may bring into and keep in the Demised Premises such small
         quantities of inflammable or combustible objects or materials as are
         permitted by local law and as are incidental to the use of the Demised
         Premises for the purposes permitted by Article 2, but this shall not be
         deemed to relieve Tenant of responsibility to comply with all other
         obligations of this Lease that may be applicable to or result from the
         introduction or maintenance of such objects or materials in the Demised
         Premises, including but not limited to compliance with the provisions
         of Sections 12.01 and 12.02.

         (b) Subject to the provisions of Paragraph 2.02(c), Landlord shall not
         unreasonably withhold its consent to the installation, maintenance and
         operations by Tenant in the Demised Premises of data processing
         machines, telecommunications equipment, office duplicating machines,
         teletypewriter machines, equipment and other business machines and
         machinery customarily used in offices in the ordinary course of
         business, provided, however, that Tenant shall comply with all other
         obligations of this Lease that may be applicable to or result from such
         installation, maintenance or operation.

         (c) Landlord shall not unreasonably withhold from Tenant any approval
         provided for in the Rules and Regulations.

         (d) Whenever Landlord shall claim, by written notice to Tenant, that
         Tenant is violating any of the provisions of the Rules and Regulations,
         and Tenant shall in good faith dispute such claim by written notice
         given to Landlord within ten (10) days after service of Landlord's
         notice of the violation, the dispute shall be determined by arbitration
         pursuant to the rules of the American Arbitration Association.

         (e) Tenant shall utilize only security and cleaning services approved
         in writing by Landlord.

                                   ARTICLE 14
                        ALTERATIONS AND TENANT'S PROPERTY

14.01 Tenant shall not make any alterations, decorations, installations,
additions, or improvements in or to the Demised Premises without Landlord's
prior written consent, which consent Landlord agrees shall not be unreasonably
withheld or delayed.

14.02 All work done by or on behalf of Tenant ("Tenant's Work") shall be done at
Tenant's sole expense and shall be done only by Landlord's contractors, except
as set forth in Exhibit D.

14.03 All alterations, decorations, installations, additions or improvements
upon the Demised Premises made by any party shall at the expiration of the term
hereof become the property of the Landlord and be surrendered with the Demised
Premises as part thereof at the end of the term. Tenant's special chandeliers,


                                      -18-









<PAGE>




business and trade fixtures, machinery and equipment, whether or not attached to
the Demised Premises, which are installed by or for the account of Tenant, and
can be removed without permanent structural damage to the Demised Premises or
the Building, and all furniture, furnishings and other articles of movable
personal property shall be and shall remain Tenant's property and may be removed
by it prior to the expiration date of this Lease; provided, however, that if any
of Tenant's property is removed, Tenant shall repair or pay the cost of
repairing any damage to the Demised Premises resulting from such removal. Any
equipment or other property for which Landlord shall have granted any allowance
or credit to Tenant shall not be deemed to have been installed by or for the
account of Tenant and shall not be considered Tenant's property.

14.04 At or before the Expiration Date, or the date of any earlier termination
of this Lease, Tenant at its expense, shall remove from the Demised Premises all
of Tenant's property (including telecommunications and data wiring) except such
items thereof as Tenant shall have expressly agreed in writing with Landlord
were to remain and to become the property of Landlord, and shall repair any
damage to the Demised Premises or the Building resulting from such removal. Any
other items of Tenant's property (except money, securities and other like
valuables) which shall remain in the Demised Premises after the Expiration Date
or after a period of fifteen (15) days following an earlier termination date,
may, at the option of the Landlord, be deemed to have been abandoned, and in
such case either may be retained by Landlord as its property or may be disposed
of, without accountability, in such manner as Landlord may see fit at Tenant's
expense.

14.05 All Tenant's work, at all times, shall comply with laws, orders and
regulations of governmental authorities having jurisdiction thereof and all
rules and regulations of Landlord. Tenant, at its expense, shall obtain all
necessary governmental permits and certificates for the commencement and
prosecution of Tenant's work and for final approval thereof upon completion, and
shall cause Tenant's work to be performed in compliance therewith and with all
applicable requirements of insurance bodies, and in good and first class
workmanlike manner, using materials and equipment at least equal in quality and
class to the original installations of the Building. Tenant's work shall be
performed in such a manner as not to interfere with the occupancy of any other
tenant in the Building, nor delay or impose any additional expense upon Landlord
in the construction, maintenance or operation of the Building. Throughout the
performance of Tenant's work, Tenant, at its expense, shall carry, or cause to
be carried, workmen's compensation insurance in statutory limits, and general
liability insurance for any occurrence in or about the Building, of which
Landlord and its managing agent shall be named as parties insured, in such
limits as Landlord may reasonably prescribe, with insurers reasonably
satisfactory to Landlord. Tenant shall furnish Landlord with reasonably
satisfactory evidence that such insurance is in effect at or before the
commencement of Tenant's work and, on request, at reasonable intervals
thereafter during the continuance of Tenant's work. No Tenant's work shall
involve the removal of any fixtures, equipment or other property in the Demised
Premises which are not Tenant's property, unless Landlord's prior written
consent is first obtained and unless such fixtures, equipment or other property
shall be promptly replaced at Tenant's expense and free of superior title, liens
and claims, with fixtures, equipment or other property ( as the case may be) of
like utility and at least equal value (which replaced fixture, equipment or
other property shall thereupon become the property of Landlord), unless Landlord
shall otherwise expressly consent in writing.

14.06 Tenant, at its expense, and with diligence and dispatch, shall procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Tenant's work which shall be issued by any public authority
having or asserting jurisdiction. Tenant shall defend, indemnify and save
harmless Landlord against any and all mechanics and other liens in connection
with Tenant's work, repairs or installation, including but not limited to the
liens of any conditional sale of, or chattel mortgages upon, any materials,
fixtures, or articles installed in and constituting part of Demised Premises and
against all costs, attorney's fees, fines, expenses and liabilities reasonably
incurred in connection with any such lien, conditional sale or chattel mortgage
or any action or proceeding brought thereon.



                                      -19-








<PAGE>




         Tenant, at its expense, shall procure the satisfaction or discharge of
all such liens within ten (10) days of the filing of such lien against the
Demised Premises or the Building. If Tenant shall fail to cause such lien to be
discharged within the period aforesaid, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either
by paying the amount claimed to be due or by procuring the discharge of such
lien by deposit or by bonding proceedings, and in any such event Landlord shall
be entitled, if Landlord so elects, to compel the prosecution of an action for
the foreclosure of such lien by the lienor and to pay the amount of the judgment
in favor of the lienor with interest, costs and allowances. Any amount so paid
by Landlord and all costs and expenses incurred by Landlord, in connection
therewith, together with interest thereon at the rate of one percent per month
or portion thereof from the respective dates of Landlord's making of the payment
or incurring of the cost and expense shall constitute additional rent payable by
Tenant under this Lease and shall be paid by Tenant on demand. If Tenant makes
any such payment it shall not be entitled to any set-off against rent due
hereunder. Tenant agrees that it will not at any time prior to or during the
term of this Lease, either directly or indirectly, use any contractors, labor or
materials in the Demised Premises, if the use of such contractors, labor or
materials would, in the Landlord's opinion, create any difficulty with other
contractors or labor engaged by Tenant or Landlord or others or would in any way
disturb harmonious labor relations in the construction, maintenance or operation
of the Building or any part thereof.

                                   ARTICLE 15
                             REPAIRS AND MAINTENANCE

15.01 Tenant shall take good care of the Demised Premises and the fixtures and
appurtenances therein, and at its sole cost and expense shall make all repairs
thereto, as and when needed to preserve them in good working order and
condition. In addition, Tenant, at its expense, shall promptly make all repairs,
ordinary or extraordinary, interior or exterior, structural or otherwise, in and
about the Demised Premises and the Building as shall be required by reason of
(i) the performance or existence of work by Tenant necessary to suit the Demised
Premises to Tenant's initial occupancy or Tenant's work (ii) the installation,
use or operation of Tenant's property in the Demised Premises, (iii) the moving
of Tenant's property in or out of the Building, or (iv) the misuse or neglect of
Tenant or any of its employees, agents or contractors. Tenant shall not be
responsible, and Landlord shall be responsible, for any repairs to the Demised
Premises as are required by reason of Landlord's neglect or other fault in the
manner of performing any work included in the Work Letter OR Tenant's work which
may be undertaken by Landlord for Tenant's account or as are otherwise required
by reason of neglect or other fault of Landlord or its employees, agents or
contractors.

15.02 Landlord shall keep and maintain the Building and its fixtures,
appurtenances, systems and facilities serving the Demised Premises, in good
working order, condition and repair and shall make all structural repairs,
interior and exterior, except as indicated in Section 15.01 as and when needed
in the Building, except for those repairs for which Tenant is responsible
pursuant to any other provisions of this Lease, and subject to all other
provisions of this Lease, including but not limited to the provisions of Article
21.

15.03 Except as expressly otherwise provided in this Lease, Landlord shall have
no liability to Tenant by reason of any inconvenience, annoyance, interruption
or injury to business arising from Landlord or any tenant making any repairs or
changes or performing maintenance services, whether or not Landlord is required
or permitted by this Lease or by law to make such repairs or changes or to
perform such services in or to any portion of the Building or the Demised
Premises, or in or to the fixtures, equipment or appurtenances of the Building
or the Demised Premises, provided that Landlord shall be reasonably diligent
with respect thereto and shall perform such work, except in case of emergency,
at times reasonably convenient to Tenant and otherwise in such manner and to the
extent practical as will not unreasonably interfere with Tenant's use and
occupancy of the Demised Premises.


                                      -20-









<PAGE>




                                   ARTICLE 16
                                ELECTRICAL ENERGY

16.01 Landlord shall furnish electrical energy for use by the Tenant in the
Demised Premises for lighting and operation of its business machines.

16.02 Tenant shall pay to Landlord such amounts and at such times as is set
forth in Exhibit "E", attached hereto and made a part hereof.

16.03 Landlord shall in no way be liable for any failure of or defect in the
character or supply of electrical energy supplied to the Demised Premises,
except for its gross negligence or willful misconduct.

16.04 After the initial installation which shall be set forth in the Work
Letter, Tenant shall at its expense, install all lamps (including, but not
limited to, fluorescent), starters and ballasts used in the Demised Premises.

                                   ARTICLE 17
                     HEAT, VENTILATION AND AIR CONDITIONING

17.01 Landlord shall maintain and operate the heating, ventilation and air
conditioning systems in the Building and shall furnish heat, ventilation and air
conditioning in the Demised Premises through such systems, in compliance with
such performance specifications, during regular business hours, but not before
8:00 A.M., or after 6:00 P.M. on business days (which term is used herein to
mean all days except Saturdays, Sundays and the days observed by the Federal or
the Connecticut government as legal holidays). If Tenant shall require
ventilating and air conditioning service or heating service at any other time
(hereinafter called "after hours"), Landlord shall furnish after hours
ventilating and air conditioning service or heating service upon reasonable
advance notice from Tenant, and Tenant shall pay Landlord's then established
charges therefor on Landlord's demand. Such charges shall not exceed 121% of
Landlord's actual cost of labor, utilities and equipment depreciation used in
providing such after hours air conditioning or heating service. If any of the
other tenants of the Building shall request and receive after hours heating or
air conditioning service pursuant to Landlord's obligation to provide the same
to them, at the same time as Tenant, only that equitably pro-rated portion of
such labor and utilities costs as shall be incurred for such common service
shall be charged to Tenant.

17.02 Landlord will not be responsible for the failure of the air conditioning
system to meet the performance specifications stated in the Work Letter attached
hereto if such failure results from the occupancy of the Demised Premises with
more than an average of one person for each 100 square feet or if the Tenant
installs and operates machines and appliances, the installed electrical load of
which when combined with the load of all lighting fixtures exceeds seven watts
per square foot of floor area in any one room or other area. If due to use of
the Demised Premises in a manner exceeding the aforementioned occupancy and
electrical load criteria, or due to rearrangement of partitioning after the
initial preparation of the Demised Premises, interference with normal operation
of the air conditioning in the Demised Premises results, necessitating changes
in the air conditioning system servicing the Demised Premises, such changes
shall be made by Landlord upon written notice to Tenant at Tenant's sole cost
and expense. Tenant agrees to lower and close window coverings when necessary
because of the sun's position whenever the air conditioning system is in
operation, and Tenant agrees at all times to cooperate fully with Landlord and
to abide by all the regulations and requirements which Landlord may prescribe
for the proper functioning and protection of the air conditioning system.
Landlord, throughout the term of this Lease, shall have free and unrestricted
access to any and all air conditioning facilities in the Demised Premises.
Landlord shall not be required to furnish, and Tenant shall not be entitled to
receive any air conditioning during any period wherein Tenant shall be in
default in any material provision of this Lease.



                                      -21-









<PAGE>




                                   ARTICLE 18
                            LANDLORD'S OTHER SERVICES

18.01 Landlord, at its expense, shall provide public elevator service, by
elevators serving the floors on which the Demised Premises are situated as
specified and shown in the Building plans and specifications, during regular
hours of business days, and shall have at least one passenger elevator subject
to call at all other times. The elevators, or any of them, may be operated by
automatic control and/or by manual control, as Landlord shall determine at any
time or from time to time. Landlord shall not be obligated to furnish an
operator for any automatic elevator and shall have no liability to Tenant for
discontinuing the service of any operator theretofore furnished. If Tenant shall
require Saturday or after hours service of elevators or of the loading area in
the Building under such circumstances as in Landlord's reasonable judgment, will
require service or attention by Landlord's personnel, Tenant shall pay Landlord,
on demand, a reasonable charge attributable to such service or attention.

18.02 Provided that Tenant shall keep the Demised Premises in good order,
Landlord, at its expense, shall cause the Demised Premises, including the
exterior and the interior of the windows thereof (subject to Tenant maintaining
unrestricted access to such windows), to be cleaned in accordance with the
standards set forth in the attached Exhibit "B" (the "Cleaning Schedule").
Tenant shall pay to Landlord on demand the costs incurred by Landlord for (a)
cleaning work in the Demised Premises or the Building required because of (i)
misuse or neglect on the part of the Tenant or its employees or visitors, (ii)
use of portions of the Demised Premises for preparation, serving, or consumption
of food or beverages, reproducing operations, private lavatories or toilets or
other special purposes requiring greater or more difficult cleaning work than
office areas, (iii) unusual quantity of interior glass surfaces, (iv)
non-standard building materials or finishes installed by Tenant or at its
request, (v) increases in frequency or scope in any of the items set forth in
Exhibit "B" as shall have been requested by Tenant, and (b) removal from the
Demised Premises and the Building of (i) so much of any refuse and rubbish of
Tenant as shall exceed that normally accumulated daily in the routine of
ordinary business office occupancy, and (ii) all of the refuse and rubbish of
Tenant's machines and the refuse and rubbish of any other eating facilities
requiring special handling (known as "wet garbage"). Landlord and its cleaning
contractor and their employees shall have after hours access to the Demised
Premises and the use of Tenant's light, power and water in the Demised Premises
as may be reasonably required for the purpose of cleaning the Demised Premises.

18.03 Landlord, at its expense, shall furnish adequate hot and cold water for
drinking, lavatory, toilet, and ordinary cleaning purposes to the plumbing
fixtures of central Facilities of the Building serving the Demised Premises.

18.04 Landlord shall keep and maintain the public areas and the public
facilities of the Building clean and in good order and the sidewalks adjoining
the Building shall be kept in good repair and free of accumulation of snow and
ice or unlawful obstructions.

18.05 Landlord, subject to its prior written approval, at its expense, and on
Tenant's request, shall maintain listings on the Building directory of the names
of Tenant, its organizational divisions and any other person or business
entities lawfully occupying the Demised Premises or any part thereof, and the
names of any of their officers and employees, provided that the names so listed
shall not take up more than Tenant's Proportionate Share of the space on the
Building directory, the size of which shall be determined by Landlord. The
listing of any name other than that of Tenant on the Building directory or on
any of the doors of the Demised Premises shall not be deemed to vest in the
person or entity so listed any right or interest in this Lease or in the Demised
Premises or to constitute the consent of Landlord required under Article 10, or
a waiver thereof. Notwithstanding anything to the contrary herein, initial
listings on the Building directory shall be at Landlord's expense, and any
subsequent changes and/or additions shall be at Tenant's expense.



                                      -22-









<PAGE>




18.06 Landlord reserves the right, without any liability to Tenant, except as
otherwise expressly provided in this Lease, and without being in breach of any
covenant of this Lease, to stop, interrupt or suspend service of any of the
heating, ventilating, air conditioning, electric, sanitary, elevator or other
Building systems serving the Demised Premises, or the rendition of any of the
other services required of Landlord under this Lease, whenever and for so long
as may be necessary, by reason of accidents, emergencies, strikes or the making
of repairs or changes which Landlord is required by law to make or in good faith
deems advisable, or by reason of difficulty in securing proper supplies of fuel,
steam, water, electricity, labor or supplies, or by reason of any other cause
beyond Landlord's reasonable control, including Governmental restrictions on the
use of materials or the use of any of the Building systems. In each instance
Landlord shall exercise reasonable diligence to eliminate the cause of stoppage
and to effect restoration of service and shall give Tenant reasonable notice,
when practicable, of the commencement and anticipated duration of such stoppage,
and if any work is required to be performed in or about the Demised Premises for
such purpose, the provisions of Section 15.03 shall apply. Tenant shall not be
entitled to any diminution or abatement of rent or other compensation nor shall
this Lease or any of the obligations of Tenant be affected or reduced by reason
of the interruption, stoppage or suspense of any of the Building systems or
services arising out of the causes set forth in this Section.

                                   ARTICLE 19
                  ACCESS, CHANGES IN BUILDING FACILITIES, NAME

19.01 All walls, windows and doors bounding the Demised Premises (including
exterior Building walls, corridor walls and doors and any corridor entrance),
except the inside surfaces thereof, any terraces or roofs adjacent to the
Demised Premises, and any space in or adjacent to the Demised Premises used for
shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other Building facilities, and the use thereof, as well as access
thereto through the Demised Premises for the purposes of operation, maintenance,
decoration and repair are reserved to Landlord.

19.02 Tenant shall permit Landlord to install, use and maintain pipes, ducts and
conduits within or through the Demised Premises, or through the walls, columns
and ceilings therein, provided that the installation work is performed at such
times and by such methods as will not unreasonably interfere with Tenant's use
and occupancy of the Demised Premises, or damage the appearance thereof, reduce
the floor area thereof by more than two percent (2%) (without an appropriate
adjustment in rent) or materially affect Tenant's layout. Where access doors are
required for mechanical fixtures in or adjacent to the Demised Premises,
Landlord shall furnish and install such access doors and confine their location,
wherever practical to closets, coat rooms, toilet rooms, corridors and kitchen
or pantry rooms. Landlord and Tenant shall cooperate with each other in the
location of Landlord's and Tenant's facilities requiring such access doors.

19.03 Landlord or Landlord's agents or employees shall have the right upon
request made on reasonable advance notice to Tenant, or to an authorized
employee of Tenant at the Demised Premises, to enter and/or pass through the
Demised Premises or any part thereof, at reasonable times during reasonable
hours, (i) to examine the Demised Premises or to show them to the fee owners,
lessors of superior leases, holders of mortgages, insurance carriers, or
prospective purchasers, mortgagees or lessees of the land or the Building, and
(ii) for the purpose of making such repairs or changes or doing such repainting
in or to the Demised Premises or in or to the Building or its facilities as may
be provided for by this Lease or as Landlord may deem necessary or as Landlord
may be required to make by law or in order to repair and maintain the Building
or its fixtures or facilities. Landlord shall be allowed to take all materials
into and store such materials upon the Demised Premises which may be required
for such repairs, changes, repainting or maintenance. Landlord's rights under
this Section shall be exercised in such a manner as will not unreasonably
interfere with Tenant's use and occupancy of the Demised Premises. Landlord, its
agents or employees, shall also have the right to enter on and/or pass through
the Demised Premises, or any part thereof without notice at such times as such
entry shall be required by circumstances of emergency affecting the Demised
Premises or the Building.


                                      -23-









<PAGE>




19.04 During the period of nine (9) months prior to the Expiration Date Landlord
may exhibit the Demised Premises to prospective tenants upon the same notice and
subject to the same conditions as are provided in Section 19.03. If, during the
last month of the term hereof, Tenant shall have removed all of Tenant's
property therefrom, Landlord may, upon at least 48 hours notice to Tenant, enter
and alter, renovate and redecorate the Demised Premises without incurring any
liability to Tenant therefor.

19.05 Landlord reserves the right, at any time after completion of the Building,
without incurring any liability to Tenant therefor, to make such changes in or
to the Building and the fixtures and equipment thereof, as well as in or to the
street entrances, halls, passages, elevators, and stairways thereof, as it may
deem necessary or desirable; provided that there be no unreasonable lengthy
interference with the use of the Demised Premises or in the services furnished
to the Demised Premises, and no reduction in the area of the Demised Premises in
excess of two percent without an appropriate adjustment in rent.

19.06 The Landlord reserves the right to select a name for the Building and to
make such change or changes of name as it may deem appropriate during Tenant's
occupancy, and Tenant agrees not to refer to the Building by any other name than
(i) the name selected by Landlord, or (ii) the postal address approved by the
U.S. Post Office.

19.07 Landlord may limit and restrict, as provided in the Rules and Regulations
attached hereto, the means of access to the Demised Premises outside of normal
business hours, so long as Tenant's employees and authorized agents have
reasonable access to all parts of the Demised Premises. Tenant and its agents,
employees and visitors shall be entitled to access from the Demised Premises to,
and the right to use, the toilets, lavatories and powder rooms only on the floor
(or floors) on which the Demised Premises are located, unless such facilities
are not in working order.

                                   ARTICLE 20
                       SHORING, NOTICE OF ACCIDENTS, ETC.

20.01 If an excavation or other substructure work shall be undertaken or
authorized upon land adjacent to the Building or in the vaults beneath the
Building or in subsurface space adjacent to the said vaults, Tenant, without
liability on the part of the Landlord therefor, shall afford to the person
causing or authorized to cause such excavation or other substructure work
license to enter upon the Demised Premises for the purpose of doing such work as
such person shall deem necessary to protect or preserve any of the walls or
structures of the Building or surrounding lands from injury or damage and to
support the same by proper foundations, pinning and/or underpinning, and, except
in case of emergency, if so requested by Tenant such entry shall be accomplished
in the presence of a representative of Tenant, who shall be designated by Tenant
promptly upon Landlord's request. The said license to enter shall be afforded by
Tenant without any claim for damages or indemnity against the Landlord and
Tenant shall not be entitled to any diminution or abatement of rent on account
hereof.

20.02 Tenant shall give notice to Landlord promptly after Tenant learns of (i)
any accident in or about the Demised Premises or the Building, (ii) any fire in
the Demised Premises, (iii) all damages to or defects in the Demised Premises,
including the fixtures, equipment and appurtenances thereof, for the repair of
which Landlord might be responsible or which constitutes Landlord's property,
and (iv) all damage to or defects in any parts of the Building's sanitary,
electrical, heating, ventilating, air conditioning, elevator and other systems
located in or passing through the Demised Premises.


                                      -24-








<PAGE>




                                   ARTICLE 21
                        NON-LIABILITY AND INDEMNIFICATION

21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to
Tenant, its employees, agents, contractors and licensees, and Tenant shall hold
Landlord harmless for any injury or damage to Tenant or to any other person or
for any damage to, or loss (by theft or otherwise) of, any property of Tenant
and/or of any other person, irrespective of the cause of such injury, damage or
loss, unless (with respect to personal injury only) such injury was caused by or
due to the negligence of Landlord, its agents or employees without contributory
negligence on the part of Tenant for which Landlord shall indemnify and hold
Tenant harmless; it being understood that no property, other than such as might
normally be brought upon or kept in the Demised Premises as incident to the
reasonable use of the Demised Premises for the purposes herein permitted, will
be brought upon or be kept in the Demised Premises. Landlord shall not be liable
in any event for loss of, or damage to, any property entrusted to any of
Landlord's employees or agents by Tenant without Landlord's specific written
consent.

21.02 Tenant shall defend, indemnify and save harmless Landlord and its agents
and employees against and from all liabilities, obligations, damages, penalties,
claims, costs, charges and expenses, including reasonable architects' and
attorneys' fees, which may be imposed upon or incurred by or asserted against
Landlord and/or its agents by reason of any of the following occurring during
the term of this Lease, or during any period of time prior to the Commencement
Date that Tenant may have been given access to or possession of all or any part
of the Demised Premises pursuant to Section 3.03:

         (a) Any work or thing done in or about the Demised Premises or any part
         thereof by or at the instance of Tenant, its agents, contractors,
         subcontractors, servants, employees, licensees or invitees;

         (b) any negligence or otherwise wrongful act or omission on the part of
         Tenant or any of its agents, contractors, subcontractors, servants,
         employees, subtenants, licensees or invitees;

         (c) any accident, injury or damage to any person or property occurring
         in, on or about the Demised Premises or any part thereof, except if
         caused by or due to the negligence of Landlord without contributory
         negligence on the part of Tenant;

         (d) any failure on the part of Tenant to perform or comply with any of
         the covenants, agreements, terms, provisions, conditions or limitations
         contained in this Lease on its part to be performed or complied with.

         In case any action or proceeding is brought against Landlord by reason
of any such claim, Tenant upon written notice from Landlord, shall at Tenant's
expense resist or defend such action or proceeding by counsel approved by
Landlord in writing, which approval Landlord shall not unreasonably withhold.

21.03 Whenever either party shall be obligated under the terms of this Lease to
indemnify the other party, the indemnifying party may select legal counsel
(subject to the consent of the indemnified party, which consent shall not be
unreasonably withheld) and shall keep the indemnified party fully apprised at
all times of the status of such defense. Legal counsel of the insurer for either
party is hereby deemed satisfactory to both parties.

21.04 Except as otherwise expressly provided herein, this Lease and the
obligations of Tenant to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions and conditions hereunder on the part of
Tenant to be performed shall in no way be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease or is
unable to supply or is delayed in supplying any service, express or implied, to
be supplied or is unable to make or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by reason of any
cause whatsoever beyond



                                      -25-










<PAGE>




Landlord's reasonable control, including, but not limited to, Acts of God,
strikes, labor troubles, governmental preemption in connection with a national
emergency or by reason of any rule, order or regulation of any department or
subdivision thereof of any governmental agency or by reason of the conditions of
supply and demand which have been or are affected by war, hostilities or other
similar emergency; provided that Landlord shall in each instance exercise
reasonable diligence to effect performance when and as soon as possible.

21.05 Notwithstanding any contrary provisions of this Lease whatsoever,
including, without limitation, those pertaining to use and Permitted Use, Tenant
shall not use, or permit the use of the Demised Premises, the Building or the
complex so as to create or result in, directly or indirectly, (a) any sudden or
gradual spill, leak, discharge, escape, seepage, infiltration, abandonment,
dumping, disposal or storage of any hazardous or industrial waste, substance or
contamination, effluent, sewage, pollution or other detrimental or deleterious
material or substance (including without limitation asbestos), or the disposal,
storage or abandonment on the Complex of any material, tank or container holding
or contaminated by any of the foregoing residues thereof, or the installation of
any material or product containing or composed of any of the foregoing, in, on,
from under or above the Complex (the foregoing occurrences being hereinafter
collectively called "Environmental Hazard"), or (b) any violation, or state of
facts or condition which would result in a violation, of any Federal, State or
local statute, law, code, rule, regulation or order applicable to any
Environmental Hazard (the foregoing being hereinafter collectively call "Legal
Violation"). In the event of the violation of the foregoing by Tenant, in
addition to all other rights and remedies of Landlord under this Lease,
regardless of when the existence of the Environmental Hazard or Legal Violation
is determined, and whether during the Term or after the Expiration Date, (I)
Tenant shall, immediately upon notice from Landlord, at Tenant's sole cost and
expense, at Landlord's option, either (x) take all action necessary to test,
identify and monitor the Environmental Hazard and to remove the Environmental
Hazard from the Complex and dispose of the same and restore the Complex to the
condition existing prior to such removal, and/or to remedy any Legal Violation,
all in accordance with applicable Federal, State and local statutes, laws,
codes, rules, regulations or orders or (y) reimburse Landlord for all costs and
expenses incurred by Landlord for engineering or environmental consultant or
laboratory services, in testing, investigating, identifying and monitoring the
Environmental Hazard and in removing and disposing of the Environmental Hazard
and in restoring the Complex, and/or in remedying any Legal Violation, and (ii)
Tenant shall and hereby does defend with legal counsel acceptable to Landlord,
indemnify and save harmless Landlord and Others in Interest against and from all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including architects' and attorneys' fees and disbursements which may
be imposed upon or incurred by or asserted against Landlord and Others in
Interest, whether by any governmental authority, Tenant or other third party, by
reason of any violation or alleged violation of any of the foregoing provisions
of this Section.

                                   ARTICLE 22
                              DESTRUCTION OR DAMAGE

22.01 If the Demised Premises and/or access thereto shall be partially or
totally damaged or destroyed by fire or other casualty, then, Landlord shall,
subject to its right under Section 22.03 hereof, repair such damage and restore
and rebuild the Demised Premises and/or access thereto as nearly as may be
reasonably practical to its condition and character immediately prior to such
damage or destruction, with reasonable diligence after notice to it of the
damage or destruction.

22.02 If the Demised Premises and/or access thereto shall be partially or
totally damaged or destroyed by fire or other casualty not attributable to the
fault, negligence or misuse of the Demised Premises by the Tenant, its agents or
employees under the provisions of this Lease, the rents payable hereunder shall
be abated to the extent that the Demised Premises shall be rendered untenantable
from the date of such damage or destruction to the date the damage shall be
substantially repaired, restored or rebuilt. Should Tenant reoccupy a portion of
the Demised Premises during the period that the repair, restoration, or
rebuilding is in progress and prior to the date that the same are made
completely tenantable, rents allocable to such portion


                                      -26-









<PAGE>




shall be payable by Tenant from the date of such occupancy to the date the
Demised Premises are made tenantable.

22.03 In case the Building shall be so damaged by such fire or other casualty
that substantial renovation, reconstruction or demolition of the Building shall,
in Landlord's sole opinion, be required (whether or not the Demised Premises
shall have been damaged by such fire or other casualty), then Landlord may, at
its option, terminate this Lease and the term and estate hereby granted, by
notifying Tenant in writing of such termination, within 60 days after the date
of such damage. If at any time prior to Landlord giving Tenant the aforesaid
notice of termination or commencing the repair and restoration pursuant to
Section 22.01, the holder of a superior mortgage or any person claiming under or
through the holder of such superior mortgage takes possession of the Building
through foreclosure or otherwise, such holder or person shall have a further
period of 60 days from the date of so taking possession to terminate this Lease
by appropriate written notice to Tenant. In the event that such a notice of
termination shall be given pursuant to either of the two immediately preceding
sentences, this Lease and the term and estate hereby granted shall expire as of
the date of such termination with the same effect as if that were the date
hereinbefore set for the expiration of the term of this Lease, and the fixed and
additional rent due and to become due hereunder shall be apportioned as of such
date if not earlier abated pursuant to Section 22.02. Nothing contained in this
Section shall relieve Tenant from any liability to Landlord or to its insurers
in connection with any damage to the Demised Premises or the Building by fire or
other casualty if Tenant shall be legally liable in such respect.

22.04 No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the Building pursuant
to this Article. Landlord shall use its best efforts to effect such repair or
restoration promptly and in such manner as not unreasonably to interfere with
Tenant's use and occupancy.

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

22.06 The provisions of this Article shall be considered an express agreement
governing any case of damage or destruction of the Demised Premises by fire or
other casualty, and any law to the contrary, now or hereafter in force, shall
have no application in such case.

22.07 Notwithstanding any of the foregoing provisions of this Article, if
Landlord or the holder of any superior mortgage shall be unable to collect all
of the insurance proceeds (including rent insurance proceeds) applicable to
damage or destruction of the Demised Premises or the Building by fire or other
cause, by reason of some action or inaction on the part of the Tenant or any of
its employees, agents or contractors, then, without prejudice to any other
remedies which may be available against Tenant, the abatement of Tenant's rents
provided for in this Article shall not be effective to the extent of the
uncollected insurance proceeds.


                                      -27-









<PAGE>




                                   ARTICLE 23
                                 EMINENT DOMAIN

23.01 In the event that the land, Building or any part thereof or the Demised
Premises or any part thereof shall be taken in condemnation proceedings or by
the exercise of any right of eminent domain or by agreement between the Landlord
on the one hand and any governmental authority authorized to exercise such right
on the other hand, Landlord shall be entitled to collect from any condemnor the
entire award or awards that may be made in any such proceeding without deduction
therefrom for any estate hereby vested in or owned by Tenant, to be paid out as
in this Article provided. Tenant hereby expressly assigns to Landlord all of its
right, title and interest in or to every such award and also agrees to execute
any and all further documents that may be required in order to facilitate the
collection thereof by Landlord.

23.02 At any time during the term of this Lease if title to the whole or
substantially all of the land, Building and/or Demised Premises shall be taken
in condemnation proceedings or by the exercise of any right of eminent domain or
by agreement between the Landlord on the one hand and any governmental authority
authorized to exercise such right on the other hand, this Lease shall terminate
and expire on the date of such taking and the fixed rent and additional rent
provided to be paid by Tenant shall be apportioned and paid to the date of such
taking. For the purposes of this Article "substantially all of the land,
Building and/or Demised Premises" shall be deemed to have been taken if the
remaining portion of such land, Building or Demised Premises not so taken cannot
reasonably or practicably be repaired or reconverted so as to permit the use
thereof for substantially the same purposes for which such land, Building or
Demised Premises were used immediately prior to such taking.

23.03 However, if substantially all of the land or Building is not so taken and
if only a part of the entire Demised Premises shall be so taken, this Lease
nevertheless shall continue in full force and effect, except that Tenant may
elect to terminate this Lease if that portion of the Demised Premises then
occupied by Tenant shall be reduced by more than 25%. Tenant shall give notice
of such election to Landlord not later than thirty (30) days after (i) notice of
such taking is given by Landlord to Tenant, or (ii) the date of such taking,
whichever occurs first. Upon the giving of such notice by Tenant this Lease
shall terminate on the date of service of Tenant's notice and the fixed rent and
additional rent due and to become due, shall be prorated and adjusted as of the
date of the taking. If Tenant fails to give such notice upon such partial
taking, and this Lease continues in force as to any part of the Demised Premises
not taken, the rents apportioned to the part taken shall be prorated and
adjusted as of the date of taking and from such date the fixed rent and
additional rent shall be reduced to the amount apportioned to the remainder of
the Demised Premises.

23.04 In the event of any such taking of less than the whole of the Building
which does not result in a termination of this Lease, or in the event of such a
taking of all or any part of the Demised Premises which does not result in a
termination of this Lease, Landlord, at its expense, shall proceed with
reasonable diligence to repair, alter and restore the remaining parts of the
Building and the Demised Premises to substantially the same condition as it was
in immediately prior to such taking to the extent that the same may be feasible,
so as to constitute a tenantable Building and Demised Premises, provided that
Landlord's liability under this Section shall be limited to the proportionate
amount received by Landlord as an award arising out of such taking.


                                      -28-









<PAGE>




                                   ARTICLE 24
                                    SURRENDER

24.01 On the last day of the term of this Lease, or upon any earlier termination
of this Lease, or upon any reentry by Landlord upon the Demised Premises, Tenant
shall quit and surrender the Demised Premises to Landlord broom clean, in good
order, condition and repair except for ordinary wear and tear and damage by fire
or other insured casualty; Tenant shall remove Tenant's property subject to the
provisions of Article 14 hereof; and Tenant shall surrender to Landlord all keys
to offices, lavatories and mail boxes and all Building identification and
parking cards possessed by Tenant's employees.

24.02 In the event Tenant remains in possession of the Demised Premises after
the termination of this Lease without the execution by Landlord and Tenant of a
new lease, Tenant shall, at Landlord's option, be deemed to be occupying the
Demised Premises as a tenant from month to month, at a monthly rental equal to
150% of the fixed rent and additional rent payable during the last month of the
term for the initial two (2) months of such holdover and thereafter 200%
thereof, subject to all of the other terms of this Lease insofar as the same are
applicable to a month to month tenancy.

24.03 In the event Tenant remains in possession of the Demised Premises
following the termination of this Lease, Tenant hereby indemnifies and agrees to
hold Landlord harmless from and against any loss, cost, liability, claim,
damage, fine, penalty, and expense, including attorneys' fees and disbursements,
resulting from such delay by Tenant in surrendering the Demised Premises upon
the termination of this Lease as provided in this Article 24, including without
limitation, any claims made by any succeeding tenant or prospective tenant based
upon such delay. In the event Tenant remains in possession of the Demised
Premises for any period of time following the Expiration Date, Tenant shall be
in default, and in addition to the rent provided in Section 24.02 hereof,
Landlord shall be entitled to all of its rights and remedies provided in this
Lease.

                                   ARTICLE 25
                            CONDITIONS OF LIMITATION

25.01    (a) This Lease and the term and estate hereby granted are subject,
         inter alia, to the limitation that whenever Tenant shall make an
         assignment for the benefit of creditors, or shall file a voluntary
         petition under any bankruptcy or insolvency law, or an involuntary
         petition alleging an act of bankruptcy or insolvency is filed against
         Tenant, or whenever a petition shall be filed by or against Tenant
         seeking any reorganization, arrangement, composition, readjustment,
         liquidation, dissolution or similar relief under any present or any
         future federal bankruptcy act or any other present or future applicable
         federal, state or other statute or law, or shall seek or consent to or
         acquiesce in the appointment of any trustee, receiver or liquidator of
         Tenant or of all or any substantial part of its properties, or whenever
         a permanent or temporary receiver of Tenant or of or for the property
         of Tenant shall be appointed, or if Tenant shall plead bankruptcy or
         insolvency as a defense in any action or proceeding, then, Landlord (a)
         at any time after receipt of notice of the occurrence of any such
         event, or (b) if such event occurs without the acquiescence of Tenant,
         at any time after the event continues for 60 days, may give Tenant a
         notice of intention to end the term of this Lease at the expiration of
         five (5) days from the service of such notice of intention, and upon
         the expiration of said five (5) day period this Lease and the term and
         estate hereby granted, whether or not the term shall theretofore have
         commenced, shall terminate with the same effect as if that day were the
         Expiration Date, but Tenant shall remain liable for damages as provided
         in Article 27.

         (b) If this Lease is assigned to any person or entity pursuant to the
         provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seg. (the
         Bankruptcy Code"), any and all consideration payable or otherwise to be
         delivered in connection with such assignment shall be paid or delivered
         to Landlord, shall be and remain the exclusive property of Landlord and
         shall not constitute property of Tenant or


                                      -29-









<PAGE>






         of the estate of Tenant within the meaning of the Bankruptcy Code. Any
         and all monies and other consideration constituting Landlord's property
         under the preceding sentence not paid or delivered to Landlord shall be
         held in trust for the benefit of Landlord and be promptly paid to or
         turned over to Landlord.

         (c) If, pursuant to the provisions of the Bankruptcy Code, Tenant
         assumes this Lease and proposes to assign the same to any person or
         entity who shall have made a bona fide offer to accept an assignment of
         this Lease on terms acceptable to Tenant then notice of such proposed
         assignment, setting forth (i) the name and address of such person, (ii)
         all of the terms and conditions of such offer, and (iii) the adequate
         assurance to be provided Landlord to assure such person's future
         performance under this Lease, including, without limitation, the
         assurance referred to in Section 365(b)(3) of the Bankruptcy Code,
         shall be given to Landlord by Tenant no later than twenty (20) days
         after receipt by Tenant but in any event no later than ten (10) days
         prior to the date that approval to enter into such assignment and
         assumption, and Landlord shall thereupon have the prior right and
         option, subject to all legal restrictions under the Bankruptcy Code,
         and to be exercised by notice to Tenant given at any time prior to the
         effective date of such proposed assignment, to accept an assignment of
         this Lease upon the same terms and conditions and for the same
         consideration, if any, as the bona fide offer made by such person, less
         any brokerage commissions which may be payable out of the consideration
         to be paid by such person for the assignment of this Lease.

25.02    This Lease and the term and estate hereby granted are subject to the
         further limitation that:

         (a) whenever Tenant shall default in the payment of any installment of
         fixed rent, or in the payment of any additional rent, on any day upon
         which the same shall be due and payable and such default shall continue
         for ten (10) days after the date on which the same was due and payable;
         or

         (b) whenever Tenant shall do or permit anything to be done, whether by
         action or inaction, contrary to any of Tenant's obligations hereunder,
         and if such situation shall continue and shall not be remedied by
         Tenant within twenty (20) days after Landlord shall have given to the
         Tenant a notice specifying in reasonable detail the same, or, in the
         case of a happening or default which cannot with due diligence be cured
         within a period of twenty (20) days and the continuance of which for
         the period required for cure will not subject Landlord to the risk of
         criminal liability or termination of any superior lease or foreclosure
         of any superior mortgage, if Tenant shall not duly institute within
         such twenty (20) day period and promptly and diligently prosecute to
         completion all steps necessary to remedy the same; or

         (c) whenever any event shall occur or any contingency shall arise
         whereby this Lease or any interest therein or the estate hereby granted
         or any portion thereof or the unexpired balance of the term hereof
         would by operation of law or otherwise, devolve upon or pass to any
         person, firm or corporation other than Tenant, except as expressly
         permitted in Article 10.

         Then in any such event at any time thereafter, Landlord may give to
Tenant a notice ending the term of this Lease on the date of the service of such
notice and thereupon this Lease and the term and estate hereby granted, whether
or not the term has theretofore commenced, shall terminate with the same effect
as if that day were the Expiration Date, but Tenant shall remain liable for
damages as provided in Article 27.

25.03     Notwithstanding anything to the contrary set forth in this Lease, if:

          (a) Tenant or its employees, agents, contractors or invitees (such
          employees, agents, contractors and invitees being hereinafter
          referred to as "Related Persons") shall violate the provisions of
          this Lease relating to parking; or


                                      -30-









<PAGE>




          (b) Tenant or any of its Related Persons shall violate the
          provisions of this Lease dealing with excessive noise, loitering
          or other conduct that shall constitute a nuisance to the other
          tenants of the Building; or

          (c) Tenant shall allow a population density in the Demised Premises of
          more than one (1) person per 100 square feet;

and Landlord shall give Tenant notice of its breach of any of the foregoing
provisions two (2) times during the Term of this Lease, then, notwithstanding
that any such breach shall have been timely cured, any future breach of the
subject provision shall be deemed to be a "Deliberate Default". Upon the
occurrence of a Deliberate Default, Landlord, without giving Tenant any notice
of such default and without giving Tenant any opportunity to cure such default,
may (in addition to resorting to the other remedies afforded to Landlord under
this Lease or at law or equity) give to Tenant a notice of Landlord's intention
to end the Term of this Lease at the expiration of three (3) days from the date
of service of such notice of intention and, upon the expiration of said three
(3) days, this Lease and the Term and estate hereby granted (whether or not the
Term shall have theretofore commenced) shall terminate with the same effect as
if that day were the Expiration Date, but Tenant shall remain liable for damages
as provided in Article 27.

                                   ARTICLE 26
                    RE-ENTRY BY LANDLORD - DEFAULT PROVISIONS

26.01 If this Lease shall terminate for any reason whatsoever, Landlord or
Landlord's agents and employees may without further notice immediately or at any
time thereafter enter upon and reenter the Demised Premises or any part thereof,
and possess or repossess itself thereof either by summary dispossess
proceedings, ejectment or by any suitable action or proceeding at law, or by
agreement, or by force and otherwise and may dispossess and remove Tenant and
all other persons and property from the Demised Premises without being liable to
indictment, prosecution or damage therefor, and may repossess the Demised
Premises and the right to receive all rental income again as and of its first
estate and interest therein. The words "enter" or "reenter", "possess or
"repossess" as herein used, are not restricted to their technical legal meaning.
In the event of any termination of this Lease, or of reentry by summary
dispossess proceedings, ejectment or by any suitable action or proceeding at
law, or by agreement, or by force or otherwise by reason of default hereunder on
the part of Tenant, Tenant shall thereupon pay to Landlord a fixed rent and
additional rent due up to the time of such termination of this Lease, or such
recovery of possession of the Demised Premises by Landlord, as the case may be,
and shall also pay to Landlord damages as provided in Article 27.

26.02 In the event of any breach or threatened breach by Tenant of any of the
agreements, terms, covenants or conditions contained in this Lease, Landlord
shall be entitled to enjoin such breach or threatened breach and shall have the
right to invoke any right and remedy allowed at law or in equity or by statute
or otherwise as though reentry, summary proceedings, and other remedies were not
provided for in this Lease.

26.03 Each right and remedy of Landlord provided for in this Lease shall be
cumulative and shall be in addition to every other right or remedy provided for
in this Lease or now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by Landlord of any one
or more of the rights or remedies provided for in this Lease or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the
simultaneous or later exercise by Landlord of any or all other rights or
remedies provided for in this Lease or now or hereafter existing at law or in
equity or by statute or otherwise.

26.04 If this Lease shall terminate under the provisions of Article 25, or if
Landlord shall reenter the Demised Premises under the provisions of this
Article, or in the event of the termination of this Lease or of reentry, by or
under any summary dispossess or other proceeding or action or any provision of
law by reason of default hereunder on the part of Tenant, Landlord shall be
entitled to retain all monies, if any, paid by Tenant to


                                      -31-









<PAGE>



Landlord, whether as advance rent, security or otherwise, but such monies shall
be credited by Landlord against any fixed rent or additional rent due from
Tenant at the time of such termination or reentry or, at Landlord's option,
against any damages payable by Tenant under Article 27 or pursuant to law.



                                   ARTICLE 27
                                     DAMAGES

27.01 If this Lease is terminated under the provisions of Article 25, or if
Landlord shall reenter the Demised Premises under the provisions of Article 26
or in the event of the termination of this Lease, or of reentry by summary
dispossess proceedings, ejectment or by any suitable action or proceeding at
law, or by agreement, or by force or otherwise, by reason of default hereunder
on the part of Tenant, Tenant shall pay Landlord as damages, at the election of
Landlord, either:

         (a) on demand, a sum which at the time of such termination of this
         Lease or at the time of any such reentry by Landlord, as the case may
         be, represents the excess of (i) the aggregate of the fixed rent and
         the additional rent payable hereunder which would have been payable by
         Tenant (conclusively presuming the additional rent to be the same as
         was payable for the year immediately preceding such termination) for
         the period commencing with such earlier termination of this Lease or
         the date of such reentry, as the case may be, and ending with the
         Expiration Date, had this Lease not so terminated or had Landlord not
         so reentered the Demised Premises, over (ii) the aggregate rental value
         (calculated as of the date of such termination or reentry) of the
         Demised Premises for the same period; or

         (b) sums equal to the fixed rent and the additional rent (as above
         presumed) payable hereunder which would have been payable by Tenant had
         this Lease not so terminated, or had Landlord not so reentered the
         Demised Premises, payable quarterly, in advance, but otherwise upon the
         terms therefor specified herein following such termination or such
         reentry and until the Expiration Date, provided, however, that if
         Landlord shall relet the Demised Premises or any portion or portions
         thereof during said period, Landlord shall credit Tenant with the net
         rents received by Landlord from such reletting, such net rents to be
         determined by first deducting from the gross rents as and when received
         by Landlord from such reletting the expenses incurred or paid by
         Landlord in terminating the Lease or in reentering the Demised Premises
         and in securing possession thereof, as well as the expenses of
         reletting, including altering and preparing the Demised Premises or any
         portion or portions thereof for new tenants, brokers' commissions,
         advertising expenses, and all other expenses properly chargeable
         against the Demised Premises and the rental therefrom; it being
         understood that any such reletting may be for a period shorter or
         longer than the remaining term of this Lease, but in no event shall
         Tenant be entitled to receive any excess of such net rents over the
         sums payable by Tenant to Landlord hereunder, nor shall Tenant be
         entitled in any suit for the collection of damages pursuant to this
         subsection to a credit in respect of any net rents from a reletting,
         except to the extent that such net rents are actually received by
         Landlord. If the Demised Premises or any part thereof should be relet
         in combination with other space, then proper apportionment shall be
         made of the rent received from such reletting and of the expenses of
         reletting, and Landlord shall have the right to grant reasonable rent
         concessions to attract one or more new tenants and to permit the term
         of any new lease covering part or all of the Demised Premises to be for
         a shorter or longer period than provided for herein.

         If the Demised Premises or any part thereof be relet by Landlord for
the unexpired portion of the term of this Lease, or any part thereof, before
presentation of proof of such damages to any court, commission or tribunal, the
amount of rent reserved upon such reletting shall, prima facie, be the fair and
reasonable rental



                                      -32-









<PAGE>




value for the Demised Premises, or part thereof, so relet during the term of the
reletting. Landlord, however, shall in no event and in no way be responsible or
liable for any failure to relet the Demised Premises or any part thereof or for
failure to collect any rent due upon any such reletting.

27.02 In the event Landlord elects to collect damages from Tenant under Section
27.01(b) at any time subsequent to such election and upon ten days prior written
notice to Tenant, Landlord may elect to collect a lump sum under Section
27.01(a), crediting Tenant with amounts theretofore received by Landlord as
damages. Landlord shall have no obligation to relet part or all of the Demised
Premises subsequent to termination of the Lease and upon Tenant's default.

27.03 Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when the term of this Lease would have expired if it had not been
so terminated under the provisions of Article 25, or under any provision of law,
or had Landlord not reentered the Demised Premises. Nothing herein contained
shall be construed to limit or preclude recovery by Landlord against Tenant of
any sums or damages to which, in addition to the damages particularly provided
above, Landlord may lawfully be entitled by reason of any default hereunder or
otherwise on the part of Tenant. Nothing herein contained shall be construed to
limit or prejudice the right of the Landlord to provide for and obtain as
liquidated damages by reason of the termination of this Lease or reentry on the
Demised Premises for the default of Tenant under this Lease, an amount equal to
the maximum allowed by any statute or rule of law in effect at the time, and
governing the proceedings in which such damages are to be proved whether or not
such amount be greater, equal to, or less than any of the sums referred to in
Section 27.01.

27.04 The foregoing Sections of this Article shall apply even if the default by
Tenant has occurred prior to the Commencement Date and/or prior to Tenant taking
possession of the Demised Premises. The parties acknowledge that this instrument
is a lease and not a contract to make a lease.

                                   ARTICLE 28
                                     WAIVERS

28.01 Tenant, for itself, and on behalf of any and all persons claiming through
or under Tenant, including creditors of all kinds, does hereby waive and
surrender all right and privilege so far as is permitted by law, which they or
any of them might have under or by reason of any present or future law, of the
service of any notice of intention to reenter and also waives any and all right
to redemption or reentry or repossession in case Tenant shall be dispossessed or
ejected by process of law or in case of reentry or repossession by Landlord upon
any expiration or termination of this Lease as herein provided.

28.02 Tenant waives Tenant's rights, if any, to designate the items against
which any payments made by Tenant are to be credited, and Tenant agrees that
Landlord may apply any payments made by Tenant to any items it sees fit,
irrespective of and notwithstanding any designation or request by Tenant as to
the items against which any such payments shall be credited.

28.03 Tenant waives Tenant's rights, if any, to assert a counterclaim in any
summary proceeding brought by Landlord against Tenant, and Tenant agrees to
assert any such claim against Landlord only by way of a separate action or
proceeding.

28.04 TO THE EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD AND TENANT HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT'S



                                      -33-




<PAGE>

USE OR OCCUPANCY OF THE DEMISED PREMISES, OR ANY EMERGENCY OR OTHER STATUTORY
REMEDY WITH RESPECT THERETO.

                                   ARTICLE 29
                        NO OTHER WAIVERS OR MODIFICATIONS

29.01 The failure of either party to insist in any one or more instances upon
the strict performance of any one or more of the agreements, terms, covenants,
conditions or obligations of this Lease, or to exercise any right, remedy or
election herein contained, shall not be construed as a waiver or relinquishment
for the future of the performance of such one or more obligations of this Lease
or of the right to exercise such election, but the same shall continue and
remain in full force and effect with respect to any subsequent breach, act or
omission. The manner of enforcement or the failure of Landlord to enforce any of
the Rules and Regulations set forth herein, or hereafter adopted against the
Tenant and/or any other tenant in the Building shall not be deemed a waiver of
any such Rules and Regulations. No executory agreement hereafter made between
Landlord and Tenant shall be effective to change, modify, waive, release,
discharge, terminate or effect an abandonment of this Lease, in whole or part,
unless such executory agreement is in writing, refers expressly to this Lease
and is signed by the party against whom enforcement of the change, modification,
waiver, release, discharge or termination or effectuation of the abandonment is
sought.

29.02 The following specific provisions of this Section shall not be deemed to
limit the generality of the foregoing provisions of this Article:

         (a) No agreement to accept a surrender of all or any part of the
         Demised Premises shall be valid unless in writing and signed by
         Landlord. The delivery of keys to an employee of Landlord or of its
         agent shall not operate as a termination of this Lease or a surrender
         of the Demised Premises. If Tenant shall at any time request Landlord
         to sublet the Demised Premises for Tenant's account, Landlord or its
         agent is authorized to receive said keys for such purposes without
         releasing Tenant from any of its obligations under this Lease, and
         Tenant hereby releases Landlord of any liability for loss or damage to
         any of Tenant's property in connection with such subletting.

         (b) The receipt or acceptance by Landlord of rents with knowledge of
         breach by Tenant of any term, agreement, covenant, condition or
         obligation of this Lease shall not be deemed a waiver of such breach.

         (c) No payment by Tenant or receipt by Landlord of a lesser amount than
         the correct fixed rent or additional rent due hereunder shall be deemed
         to be other than a payment on account, nor shall any endorsement or
         statement on any check or any letter accompanying any check or payment
         be deemed to effect or evidence an accord and satisfaction, and
         Landlord may accept such check on payment without prejudice to
         Landlord's right to recover the balance or pursue any other remedy in
         this Lease or at law provided.

         (d) If, in connection with obtaining, continuing or renewing financing,
         for which the Building, land or the leasehold or any interest therein
         represents collateral in whole or in part, a banking, insurance or
         other lender shall request reasonable modifications of this Lease as a
         condition of such financing, Tenant will not unreasonably withhold,
         delay or defer its consent thereto, provided that such modifications do
         not increase the obligations of Tenant hereunder or adversely affect to
         a material degree the Tenant's leasehold interest hereby created.

                                      -34-



<PAGE>



                                   ARTICLE 30
                            CURING TENANT'S DEFAULTS

30.01 If Tenant shall default in the performance of any covenant, term,
provision or condition herein contained, Landlord, without thereby waiving such
default, may perform the same for the account and at the expense of Tenant
without notice in a case of emergency and in any other case if such default
continues after five (5) business days from the date of the giving by Landlord
to Tenant of written notice of intention so to do. Bills for any reasonable and
necessary expense incurred by Landlord in connection with any such performance
by Landlord for the account of Tenant, and reasonable and necessary bills for
all costs, expenses and disbursements, including (without being limited to)
reasonable counsel fees, incurred in collecting or endeavoring to collect the
fixed rent or additional rent or other charge or any part thereof or enforcing
or endeavoring to enforce any rights against Tenant under or in connection with
this Lease, or pursuant to law, including (without being limited to) any such
cost, expense and disbursement involved in instituting and prosecuting summary
proceedings, as well as bills for any property, material, labor or services
provided, furnished or rendered, or caused to be provided, furnished or
rendered, by Landlord to Tenant including (without being limited to) electric
lamps and other equipment, construction work done for the account of Tenant,
water, ice, drinking water, drinking cups, towel and other services, as well as
for any charges for any additional elevator, heating, air conditioning or
cleaning services and any charges for other services incurred by Tenant under
this Lease, may be sent by Landlord to Tenant monthly, or immediately, at
Landlord's option, and shall be due and payable by Tenant in accordance with the
terms of said bills and if not paid when due, the amounts thereof shall
immediately become due and payable as additional rent under the Lease together
with interest thereon at the rate of 12% per annum from the date of the said
bills which should have been paid in accordance with their terms. Landlord
reserves the right, without liability to Tenant and without constituting any
claim of constructive eviction, to suspend furnishing or rendering to Tenant any
property, material, labor, utility or other service, whenever Landlord is
obligated to furnish or render the same at the expense of Tenant, in the event
that (but only for so long as) Tenant is in arrears in paying Landlord therefor.

                                   ARTICLE 31
                                CONSENTS - BROKER

31.01 Any provision of this Lease which requires Landlord not to unreasonably
withhold or delay its consent shall never be the basis for an award of damages
or give rise to a right of setoff to Tenant, but shall only be the basis for a
declaratory judgment or specific injunction with respect to the matter in
question.

31.02 Tenant represents and warrants that the sole broker with whom it has dealt
with in this transaction is McCarthy O'Callaghan Company, Inc. and that no other
broker interested Tenant in the Demised Premises. Landlord shall be responsible
for the payment of any real estate commission to said broker but Tenant shall
hold Landlord harmless from the claim of any other real estate broker or
salesman claiming to have interested or have been responsible for Tenant's
execution of this Lease, except any such broker or salesman claims such
commission solely by reason of Landlord's action.

                                      -35-



<PAGE>



                                   ARTICLE 32
                                     NOTICES

32.01 Any notice, statement, demand, request or other communication required or
permitted to be given, rendered or made by either party to the other, pursuant
to this Lease or pursuant to any applicable law or requirement of public
authority, shall be in writing (whether or not so stated elsewhere in this
Lease) and shall be deemed to have been properly given, rendered or made, if
sent by registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party at the address hereinabove set forth (except that
after the Commencement Date, Tenant's address, unless Tenant shall give written
notice to the contrary, shall be the Building), and shall be deemed to have been
given, rendered or made on the day so mailed, unless mailed outside of the State
of Connecticut, in which case it shall be deemed to have been given, rendered or
made on the expiration of three business days after mailing. Either party may,
by notice as aforesaid, designate a different address or addresses for notices,
statements, demands or other communications intended for it.

32.02 However, notices requesting after hours service pursuant to Sections 17.01
and 18.01 may be delivered, provided they are in writing, to the Building
Superintendent or any other person in the Building designated by Landlord to
receive such notices, and notice of fire, accident or other emergency shall be
given by facsimile or by personal delivery of written notice to that address
designated for this purpose from time to time by the respective parties hereto.

32.03 Whenever either party shall consist of more than one person or entity, any
notice, statement, demand, or other communication required or permitted to be
given, rendered or made to or by, and any payment to be made to such party,
shall be deemed duly given, rendered, made or paid if addressed to or by (or in
the case of payment by check, to the order of) any one of such persons or
entities who shall be designated from time to time as the authorized
representative of such party. Such party shall promptly notify the other of the
identity of such person or entity who is so to act on behalf of all persons and
entities then comprising such party and of all changes in such identity.

                                   ARTICLE 33
                              ESTOPPEL CERTIFICATE

33.01 Tenant agrees, at any time, and from time to time, as requested by
Landlord, upon not less than five (5) days prior notice, to execute and deliver,
without cost or expense to the Landlord, a statement certifying that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications), certifying the dates to which the fixed rent and additional rent
have been paid, and stating whether, to the best knowledge of the Tenant, the
Landlord is in default in performance of any of its obligations under this
Lease, and, if so, specifying each such default of which the Tenant may have
knowledge, it being intended that any such statement delivered pursuant thereto
may be relied upon by any other person with whom the Landlord may be dealing.

33.02 Should the Tenant fail to execute and deliver to the Landlord the
certificate and statement set forth in Section 34.01, above, then the Landlord
may execute the statement as attorney-in-fact for the Tenant specifying to the
best of Landlord's knowledge, the items called for in said Section 34.01.

                                      -36-



<PAGE>



                                   ARTICLE 34
              NO OTHER REPRESENTATIONS, CONSTRUCTION, GOVERNING LAW

34.01 Tenant expressly acknowledges and agrees that Landlord has not made and is
not making, and Tenant in executing and delivering this Lease is not relying
upon, any warranties, representations, promises or statements, except to the
extent that the same are expressly set forth in the Lease, or in any other
written agreement which may be made and executed between the parties
concurrently with the execution and delivery of this Lease, which agreement
shall expressly refer to this Lease.

34.02 If any of the provisions of this Lease, or the application thereof to any
person or circumstances, shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such provision or provisions to
persons or circumstances other than those as to whom or which it is held invalid
or unenforceable, shall not be affected thereby, and every provision of this
Lease shall be valid and enforceable to the fullest extent permitted by law.

34.03 This Lease shall be governed in all respects by the laws of the State of
Connecticut.

                                   ARTICLE 35
                                  PARTIES BOUND

35.01 The obligations of this Lease shall bind and benefit the successors and
assigns of the parties with the same effect as if mentioned in each instance
where a party is named or referred to, except that no violation of the
provisions of Article 10 shall operate to vest any rights in any successor or
assignee of Tenant and that the provisions of this Article shall not be
construed as modifying the conditions of limitation contained in Article 25.
However, the obligations of Landlord under this Lease shall not be binding upon
Landlord herein named with respect to any period subsequent to the transfer of
its interest in the Building as owner or lessee thereof and in the event of such
transfer the obligations thereafter shall be binding upon each transferee of the
interest of Landlord herein named as such owner or lessee of the Building, but
only with respect to the period ending with a subsequent transfer within the
meaning of this Article, and such transferee, by accepting such interest, shall
be deemed to have assumed such obligations except only as may be expressly
otherwise provided in this Lease. A lease of Landlord's entire interest in the
Building as owner or lessee thereof shall be deemed a transfer within the
meaning of this Article.

35.02 Tenant shall look solely to the estate and interest of Landlord, its
successors and assigns, in the land and Building (or the proceeds thereof) for
the collection of a judgment (or other judicial process) requiring the payment
of money by Landlord in the event of any default by Landlord hereunder, and no
other property or assets of Landlord shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Tenant's remedies under or
with respect to either this Lease, the relationship of Landlord and Tenant
hereunder or Tenant's use and occupancy of the Demised Premises.

                                   ARTICLE 36
                      CERTAIN DEFINITIONS AND CONSTRUCTIONS

36.01 For the purposes of this Lease and all agreements supplemental to this
Lease, unless the context otherwise requires:

         (a) The term "Mortgage" shall include any indenture of mortgage and
         deed of trust to a trustee to secure an issue of bonds and debentures,
         and the term "Mortgagee" shall include such a trustee.

         (b) The terms "include" and "such as" shall each be construed as if
         followed by the phrase "without being limited to."

                                      -37-



<PAGE>




         (c) The term "obligations of this Lease" and words of like import,
         shall mean covenants to pay rent and additional rent under this Lease
         and all of the other covenants and conditions contained in this Lease.
         Any provision in this Lease that one party or the other or both shall
         do or not do, or shall cause or permit or not cause to permit a
         particular act, condition or circumstance shall be deemed to mean that
         such party so covenants or both parties so covenant, as the case may
         be.

         (d) The term "Tenant's obligations hereunder" and words of like import,
         and the term "Landlord's obligations hereunder" and words like import,
         shall mean the obligations to this Lease which are to be performed or
         observed by Tenant, or by Landlord, as the case may be. Reference to
         "performance" of either party's obligations under this Lease shall be
         construed as "performance and observance." Tenant's obligations
         hereunder shall be construed in every instance as conditions as well as
         covenants.

         (e) Reference to Tenant being or not being "in default hereunder" or
         words of like import, shall mean that Tenant is in default in the
         performance of one or more of Tenant's obligations hereunder, or that
         Tenant is not in default in the performance of any of Tenant's
         obligations hereunder, or that a condition of the character described
         in Section 25.01 has occurred and continues or has not occurred or does
         not continue, as the case may be.

         (f) References to Landlord as having "no liability to Tenant" or being
         "without liability to Tenant" shall mean that Tenant is not entitled to
         terminate this Lease, or to claim actual or constructive eviction,
         partial or total, or to receive any abatement or diminution of rent, or
         to be relieved in any manner of any of its other obligations hereunder,
         or to be compensated for loss or injury suffered or to enforce any
         other kind of liability whatsoever against the Landlord under or with
         respect to this Lease or with respect to Tenant's use or occupancy of
         the Demised Premises.

         (g) The term "laws and/or requirements of public authorities" and words
         of like import shall mean laws and ordinances of any or all of the
         federal, state, city and county governments and rules, regulations,
         orders and or directives of any or all departments, subdivisions,
         boards, agencies or offices thereof, or any other governmental, public
         or quasipublic authorities, having jurisdiction in the premises, and/or
         the direction of any public officer pursuant to law.

         (h) The term "requirements of insurance bodies" and words of like
         import shall mean rules, regulations, orders and other requirements of
         the Board of Fire Underwriters and/or the Fire Insurance Rating
         Organization in Connecticut and/or any other similar body performing
         the same or similar functions and having jurisdiction or cognizance of
         the Building and/or the Demised Premises.

         (i) The term "repair" shall be deemed to include restoration and
         replacement as may be necessary to achieve and/or maintain good working
         order and condition, and the term "untenantable" shall be deemed to
         include being inaccessible.

         (j) Reference to "termination of this Lease" includes expiration or
         earlier termination of the term of this Lease or cancellation of this
         Lease pursuant to any of the provisions of this Lease or pursuant to
         law. Upon a termination of this Lease, the term and estate granted by
         this Lease shall end at noon on the date of termination as if such date
         were the date of expiration of the term of this Lease and neither party
         shall have further obligation or liability to the other after such
         termination (i) except as shall be expressly provided for in this
         Lease, or (ii) except for such obligations as by their nature or under
         the circumstances can only be, or by the provisions of this Lease, may
         be, performed after such termination, and, in any event, unless
         expressly otherwise provided in this Lease, any liability

                                      -38-



<PAGE>


         for a payment which shall have accrued to or with respect to any period
         ending at the time of termination shall survive the termination of this
         Lease.

         (k) The term "in full force and effect" when herein used in reference
         to this Lease as a condition to the existence or exercise of a right on
         the part of Tenant shall be construed in each instance as including the
         further condition that at the time in question no default on the part
         of Tenant exists, and no event has occurred which has continued to
         exist for such period of time (after the notice, if any, required by
         this Lease), as would entitle Landlord in either such instance to
         terminate this Lease or to dispossess Tenant.

         (l) The term "Landlord" as used in this Lease means only the owner, or
         other 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
         event of any sale or sales of said land and Building or of said Lease,
         or in the event of a lease of said Building, or of the land and
         Building, the said Landlord shall be and hereby is entirely freed and
         relieved of all covenants and obligations of Landlord hereunder, and it
         shall be deemed and construed without further agreement between the
         parties or their successors in interest, or between the parties and the
         purchaser, at any such sale, or the said lessee of the Building, or of
         the land and Building, that the purchaser or the lessee of the Building
         has assumed and agreed to carry out any and all covenants and
         obligations of Landlord, hereunder.

         (m) The term "Tenant" shall mean Tenant herein named or any assignee or
         other successor in interest (immediate or remote) of Tenant herein
         named, when Tenant herein named or such assignee or other successor in
         interest, as the case may be, is in possession of the Demised Premises
         as owner of the Tenant's estate and interest granted by this Lease, and
         also if Tenant is not an individual or corporation, all of the
         individuals, firms and/or corporations and other entities comprising
         Tenant.

         (n) Words and phrases used in the singular shall be deemed to include
         the plural and vice versa, and nouns and pronouns used in any
         particular gender shall be deemed to include any other gender.

         (o) The rule of "ejusdem generis" shall not be applicable to limit a
         general statement following or referable to an enumeration of specific
         matter or matters similar to the matters specifically mentioned.

         (p) All references in this Lease to numbered Articles, numbered
         Sections and Subsections and lettered Exhibits are references to
         Articles and Sections and Subsections of this Lease, and Exhibits
         annexed to (and thereby made a part of) this Lease, as the case may be,
         unless expressly otherwise designated in the context.

         (q) The term "rent" or "rents" shall, except where the context
         expressly implies to the contrary, be deemed to mean fixed rent and
         additional rent as such terms are defined in Section 1.04.

36.02 The various terms which are defined in other Articles of this Lease or are
defined in exhibits annexed hereto, shall have the meaning specified in such
other Articles and such exhibits for all purposes of this Lease and all
agreements supplemental thereto, unless the context shall otherwise require.

36.03 The Article headings in this Lease and Index prefixed to this Lease are
inserted only as a matter of convenience or reference, and are not to be given
any effect whatsoever in construing this Lease.

                                      -39-



<PAGE>



                                   ARTICLE 37
                         SUBORDINATION AND MISCELLANEOUS

37.01    (a) This Lease, and all rights of Tenant hereunder, are and shall be
         subject and subordinate in all respects to all covenants, agreements
         and restrictions of record as of the date hereof, with respect to the
         land and/or the Building, including but not limited to those
         restrictions and conditions contained in the deed from the City of
         Stamford, Connecticut to Landlord or Landlord's predecessor in title.
         In said deed, Landlord agrees in part, that in the sale, lease or
         occupancy of the property, it would not effect or execute any
         agreement, lease, conveyance or other instrument whereby the property
         or any part thereof is restricted upon the basis of race, sex,
         religion, color or national origin, and it would comply with all state
         and local laws in effect from time to time prohibiting discrimination
         or segregation by reason of race, sex, religion, color or national
         origin.

         (b) Tenant shall not take or permit any action with respect to the
         Demised Premises which would violate any covenants, agreements and
         restrictions of record with respect to the land and/or the Building.

37.02    (a) Promptly after the execution of this Lease, Landlord shall have the
         right to submit a copy of the Lease to Landlord's mortgagee for
         approval. If the Lease has not been approved by the mortgagee within
         thirty (30) days after its execution, then Landlord shall have the
         right to cancel this Lease by written notice to Tenant within five (5)
         days after the expiration of such thirty (30) day period. Upon such
         cancellation, neither party shall have any further liability to the
         other by reason of this Lease.

         (b) If Landlord fails to cure any default on its part under this Lease,
         the holder of any superior mortgage shall have the right, at its
         option, to cure such default in order to prevent termination of this
         Lease by Tenant.

                                   ARTICLE 38

                             [INTENTIONALLY OMITTED]

                                   ARTICLE 39
                        TENANT'S AUTHORITY TO ENTER LEASE

39.01 In the event that the Tenant hereunder is a corporation, Tenant represents
that the officer or officers executing this lease have the requisite authority
to do so.

                                   ARTICLE 40
                                     PARKING

40.01    (a) Provided Tenant is not in default under any material terms,
         conditions or covenants of this Lease, Tenant is entitled to two (2)
         parking cards for employees use for parking in undesignated spaces in
         the Landmark Square parking garage at the prevailing parking rate
         throughout the term of the Lease. At any time during the term of the
         Lease, Landlord shall have the right to require Tenant use the valet
         service in the parking garage rather than the self-parking privilege.
         Tenant must provide name and registration of vehicle of each person in
         its employment who will have the right to use said parking cards and
         all such persons shall be subject to all rules and regulations as may
         be prescribed by Landlord from time to time and to any modifications
         and/or additions thereto regarding the use of said parking cards in the
         parking garage.

                                      -40-



<PAGE>




         (b) All parking by Tenant's employees shall be on a first come, first
         serve basis.

         (c) All parking garage spaces, ramps and driveways, walkways, lobbies
         and elevators used by Tenant, its employees and patrons will be
         specifically and exclusively at their own risk, and Landlord shall not
         be liable for any damage to any vehicle or its contents, resulting from
         theft, collision, vandalism or any other cause whatsoever or for harm
         or injury to any person from any cause whatsoever, the failure of any
         garage attendant or other personnel or device to patrol, monitor, guard
         or service such parking garage, and Landlord shall in no way be liable
         for any acts or omissions of such personnel, or device in failing to
         prevent any such theft, vandalism or loss or damage by other cause.
         Tenant's' indemnity in Article 21 hereof shall include the parking
         garage and all related parts thereof and thereto as though specifically
         set forth therein.

         (d) There shall not be any overnight parking in the garage. Tenant
         shall, and shall cause its personnel and visitors to, remove all
         automobiles from the parking garage at the end of Normal Business
         Hours. If any automobile owned by Tenant or by its personnel or
         visitors remains in the parking garage overnight and the same
         interferes with the cleaning or maintenance of said area (including,
         without limitation, snow removal), any costs or liabilities reasonably
         incurred by Landlord in removing said automobile to effectuate cleaning
         or maintenance, or any damages resulting to said automobile or to
         Landlord's equipment or equipment owned by others by reason of the
         presence or removal of said automobile shall be paid by Tenant to
         Landlord, as Additional Rent.

                                   ARTICLE 41
                                      RIDER

41.01 The Rider comprises two (2) pages and is attached hereto and hereby made a
part of this Lease.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers hereunder affixed the date and year
first above written.

SIGNED AND DELIVERED
IN THE PRESENCE OF:             RECKSON OPERATING PARTNERSHIP, L.P.
                                BY:  RECKSON ASSOCIATES REALTY CORP.,
--------------------------           GENERAL PARTNER

--------------------------      BY: F.D. Rich III
                                   ---------------------------------------------
                                Name: F.D. Rich III
                                Its: Senior Vice President and Managing Director

                                TOTAL-TEL USA COMMUNICATIONS, INC.

--------------------------      BY: Thomas P. Gunning
                                   ---------------------------------------------
                                Name: Thomas Gunning
                                Its: Secretary/Treasurer

                                      -41-



<PAGE>


                                 RIDER TO LEASE

                                     BETWEEN

                       RECKSON OPERATING PARTNERSHIP, L.P.

                                       AND

                       TOTAL-TEL USA COMMUNICATIONS, INC.

                                   ARTICLE 42

                                 RENEWAL OPTION

42.01 Tenant shall have the right, to be exercised as hereinafter provided, to
extend the term of this lease for one (1) period of three (3) years (the
"Renewal Term") upon the following terms and conditions:

           (a) That at the time of the exercise of such right and at the
commencement of the Renewal Term, Tenant shall not be in default of the
performance of any of the terms, covenants or conditions which Tenant is
required to perform under this lease beyond applicable notice and cure periods
provided herein for the cure thereof.

           (b) Except as otherwise specifically provided in Article 43 herein,
that Tenant shall notify Landlord in writing that Tenant intends to exercise
such option at least twelve (12) months prior to the termination of the initial
term set forth in Article 1 of this lease.

           (c) That the Renewal Term shall be upon the same terms, covenants and
conditions as in this lease provided, except that (i) there shall be no further
option to extend this lease beyond the one (1) Renewal Term referred to above;
(ii) the Demised Premises shall be delivered in its then "as is" condition at
the commencement of the Renewal Term; and (iii) the fixed rent to be paid by
Tenant during the Renewal Term shall be the then fair market rent being received
by Landlord for comparable size space in the Building.

           For purposes of this Article 42, "Fair Market Rent" shall mean the
rate Landlord generally receives or that is received for three (3) year renewals
of comparable class A office space with similar views in its then "as is"
condition within the central business district of Stamford, Connecticut,
including consideration, if any, for any rent concessions and other concessions
then commonly provided to tenants for comparable space and in comparable
buildings. Any dispute between Landlord and Tenant as to the applicable Fair
Market Rent shall be resolved by an appraisal pursuant to the procedure set
forth in this Article 42.01(c). Landlord and Tenant shall each promptly choose
an independent appraiser and shall give a written notice to the other
designating its appraiser. Each appraiser chosen, including any third appraiser
required to be appointed, must be an MAI appraiser or a real estate broker with
at least five (5) years' experience in retail and office space in the Stamford,
Connecticut real estate market and shall have not less than five (5) years'
experience appraising properties of similar kind in the general location of the
Premises. Whichever of Landlord and Tenant is the later to choose an appraiser
shall choose its appraiser and give a written notice to such other party
designating its appraiser within ten (10) days after receipt from the other
party of the written notice appointing that party's appraiser. If the second
appraiser has not been appointed within the aforesaid ten (10) day period, such
appointment shall be made pursuant to the rules then in effect of the American
Arbitration Association or any successor organization thereto. If, within
fifteen (15) days after the appointment of the second appraiser by either method

                                      -42-



<PAGE>


described above, the two appraisers are unable to agree upon the Fair Market
Rent, each shall name his or her best estimate of the Fair Market Rent, and a
third independent appraiser shall be chosen within five (5) days thereafter by
the mutual consent of such first two appraisers. If the first two appraisers
shall fail to agree on the appointment of a third appraiser, such appointment
shall be made pursuant to the rules then in effect of the American Arbitration
Association or any successor organization thereto. The decision of the third
appraiser so appointed and chosen shall be given within ten (10) days after the
selection of such third appraiser, and must be one of the two proposed amounts
of Fair Market Rent proposed by the two originally appointed appraisers. Such
decision shall be binding and conclusive upon Landlord and Tenant. Landlord and
Tenant shall pay the fees and expenses of their respective appraisers and shall
share equally the fees and expenses of any third appraiser.

         This Renewal Option is offered exclusively to Total-Tel USA
Communications, Inc. and may not be assigned, pledged or otherwise transferred.

                                   ARTICLE 43

                                EXPANSION OPTION

43.01 Provided Tenant is not then in default of any terms and/or conditions of
the Lease, Tenant shall have one (1) Option to Expand (the "Expansion Option")
into any available office space (the "Expansion Premises") within Landmark
Square at any time throughout the term of the Lease by giving Landlord written
notice of its desire to exercise such Option.

  (a) The terms of the Expansion Option shall be at 100% of the then current
  fair market value, taking into consideration items including, but not limited
  to, brokerage commissions, tenant improvements, unamortized costs associated
  with the Demised Premises and the remaining term of the Lease.

  (b) (i) If Landlord and Tenant execute a mutually acceptable lease or
  amendment to Lease for such Expansion Premises, Landlord shall release Tenant
  from its obligations for the Demised Premises upon rent commencement for the
  Expansion Premises.

      (ii) If Landlord is unable to accommodate Tenant's need for Expansion
  Premises, or if Landlord and Tenant can not agree to terms for such Expansion
  Premises, this Lease shall remain in full force effect.

  (c) The Expansion Option is subject to other tenants rights throughout
  Landmark Square, and Tenant shall not have the exclusive right on any
  available space in Landmark Square.

  (d) The Expansion Option is offered exclusively to Total-Tel USA
  Communications, Inc. and may not be assigned, pledged or otherwise
  transferred.

                                   ARTICLE 44

                              TENANT'S SOLICITATION

  44.01 Tenant shall be prohibited from soliciting other tenants in Landmark
  Square for the provision by Tenant of telecommunications services, including,
  without limitation, the provision of local and long-distance telephone
  services and internet access services.

                                      -43-



<PAGE>




                                    EXHIBIT A

                                   FLOOR PLANS




                                     A - 1 -



<PAGE>


                                    EXHIBIT B

                                CLEANING SCHEDULE

Subject to Section 18.02, Landlord covenants and agrees to provide the following
basic cleaning services to the Demised Premises:

Daily (5 days per week Monday to Friday, legal holidays excepted):

  * Sweep hard surface floors with treated dust mop

  * Empty and wipe all ash trays

  * Empty waste paper baskets

Low dusting

  * Vacuum all carpeted areas

Weekly:

  * Damp mop all hard surface floors.

Every three (3) months:

           * Clean windows inside and out


                                    RECYCLING

Tenant is advised that the Building is subject to a mandatory recycling program
for disposables and waste materials. Tenant shall abide by all rules and
regulations as may be promulgated for compliance with the program.

                                     B- 1 -



<PAGE>



                                    EXHIBIT C

                              RULES AND REGULATIONS

           1. The sidewalks, entrances, passages, lobby, elevators, vestibules,
stairways, corridors or halls outside the Demised Premises shall not be
obstructed or encumbered by any tenant or used for any purpose other than
ingress and egress to and from the Demised Premises and Tenant shall not permit
any of its employees, agents or invitees to congregate in any said areas. No
door mat of any kind whatsoever shall be placed or left in any public hall or
outside and entry door of the Demised Premises.

           2. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with any window or door of the Demised
Premises without the prior written consent of Landlord. Such curtains, blinds,
shades or screens must be of a quality type, design and color, and attached in
the manner, approved by Landlord.

           3. No sign, insignia, advertisement, object, notice or other
lettering shall be exhibited, inscribed, painted, or affixed by any tenant on
any part of the outside of the Demised Premises or the Building without the
prior written consent of Landlord. In the event of the violation of the
foregoing by any tenant, Landlord may remove the same without any liability, and
may charge expense incurred in such removal to the tenant or tenants violating
this rule. Interior signs and lettering on doors and directory tablet outside of
the Demised Premises shall, if and when approved by Landlord, be inscribed,
painted or affixed for each tenant by Landlord at the expense of such tenant,
and shall be of a size, color and style acceptable to Landlord.

           4. The sashes, sash doors, skylights, windows and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Building shall not be covered or obstructed by Tenant, nor shall any bottles,
parcels, or other articles be placed on the window sills.

           5. No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules outside the Demised Premises.

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

           7. No boring, cutting or stringing of wires in violation of
applicable laws, codes or regulations shall be permitted, except with the prior
written consent of Landlord, and as Landlord may reasonably direct. No tenant
shall lay linoleum, or other similar floor covering, so that the same shall come
in direct contact with the floor of the Demised Premises.

           8. No bicycles, vehicles, animals, fish or birds of any kind shall be
brought into or kept in or about the premises.

           9. No noise, including, but not limited to, music or the playing of
musical instruments, recordings, radio, or television which, in the judgment of
Landlord, might disturb other tenants in the Building, shall be made or
permitted by any Tenant. Nothing shall be done or permitted in the Demised
Premises by Tenant which would unreasonably impair or interfere with the use or
enjoyment by any other tenant of any other space in the Building. No tenant
shall throw anything out of the doors, windows or skylights or down the
passageways.

           10. Tenant, its servants, employees, agents, visitors or licensees,
shall not at any time bring or keep upon the Demised Premises any explosive
fluid, chemical or substance, nor any inflammable or combustible objects or
materials, in violation of any applicable law, ordinance or governmental
regulation.

           11. Additional locks or bolts of any kind which shall not be operable
by the Grand Master Key for the Building shall not be placed upon any of the
doors or window by any tenant, nor shall any changes be made in locks or the
mechanism thereof which shall make such locks inoperable by said Grand Master
Key. Each tenant shall, upon the termination of its tenancy, turn over to the
Landlord all keys of stores, offices and toilet rooms, either furnished to, or
otherwise provided by, such tenant and in the event of the loss of any keys
furnished by Landlord, such tenant shall pay to Landlord the cost thereof.
Tenant shall have the right to install additional security systems for the
Demised Premises, which systems will be coordinated with those operated by
Landlord and its managing agent. Keys or cards used in connection with such
systems shall be furnished to Landlord or its managing agent.

           12. All removals, or the carrying in or out of any safes, freight,
furniture, packages, boxes, crates or any other object or matter of any
description must take place during such hours and in such elevators as Landlord
or its agent may reasonably determine from time to time. Landlord reserves the
right to inspect all objects and matter to be brought into the Building and to
exclude from the Building all objects and matter which violate any of these
Rules and Regulations or the Lease

                                     C- 1 -


<PAGE>




of which these Rules and Regulations are a part. Landlord may require any person
leaving the Building with any package or other object or matter to submit a
pass, listing such package or object or matter, from the tenant from whose
premises the package or object or matter is being removed, but the establishment
and enforcement of such requirement shall not impose any responsibility on
Landlord for the protection of any tenant against the removal of property from
the premises of such tenant. Landlord shall, in no way, be liable to Tenant for
damages or loss arising from the admission, exclusion or ejection of any person
to or from the Demised Premises or the Building under the provisions of this
Rule 12 or of Rule 16 hereof.

           13. Tenant shall not occupy or permit any portion of the Demised
Premises to be occupied as an office for a public stenographer or public typist,
or for the warehousing, manufacture or sale to the general public of beer, wine,
liquor, narcotics, or as a barber, beauty or manicure shop, or as an employment
bureau. Tenant shall not engage or pay any employees on the Demised Premises,
except those actually working for Tenant or its affiliates. Tenant shall not use
the Demised Premises or any part thereof, or permit the Demised Premises or any
part thereof to be used, for manufacturing, or sale at auction of merchandise,
goods or property of any kind, except for promotional purposes.

           14. Tenant shall not obtain, purchase or accept for use in the
Demised Premises cleaning, floor polishing or other similar services from any
persons not authorized by Landlord in writing to furnish such services, provided
always that the charges for such services by persons authorized by Landlord are
not excessive. Such services shall be furnished only at such hours, in such
places, within the Demised Premises, and under such regulations as may be fixed
by Landlord. Tenants shall not purchase or contract for waxing, rug shampooing,
venetian blind washing, furniture polishing, lamp servicing, cleaning of
electric fixtures, removal of garbage or towel service in the Demised Premises
except from companies or persons approved by the Landlord. Landlord will be
reasonable in its decision.

           15. Landlord shall have the right to prohibit any advertising, or
identifying sign by any tenant which in Landlord's reasonable judgment tends to
impair the reputation of the Building or its desirability as a building for
offices, and upon written notice from Landlord, such tenant shall refrain from
or discontinue such advertising or identifying sign.

           16. Landlord reserves the right to exclude from the Building during
hours other than Business Hours (as defined in the foregoing Lease) all persons
who do not present a pass to the Building signed by Landlord. All persons
entering and/or leaving the Building during hours other than Business Hours may
be required to sign a register. Landlord will furnish passes to persons for whom
any tenant requests same in writing. Tenant, provided Tenant has such pass, will
be permitted access to the Building and the Demised Premises 24 hours a day,
seven days a week.

           17. All entrance doors in the Demised Premises shall be left locked
by Tenant when the Demised Premises are not in use. Entrance doors shall not be
left open at any time. Landlord or its agents or contractors will turn off
lights upon completion of cleaning services.

           18. Unless Landlord shall furnish electrical energy hereunder as a
service included in the rent, Tenant shall, at Tenant's expense, provide
artificial light and electrical energy for the employees of Landlord and/or
Landlord s contractors while doing janitor service or other cleaning in the
Demised Premises and while making repairs or alterations in the Demised
Premises.

           19. The Demised Premises shall not be used for lodging or for any
illegal purpose.

           20. The requirements of tenants will be attended to only upon
application at the office of the Building. Employees of Landlord shall not
perform any work or do anything outside of their regular duties, unless under
special instructions from Landlord.

           21. Canvassing, soliciting and peddling in the Building are
prohibited and each tenant shall cooperate to prevent the same.

           22. There shall not be used in any space or in the public halls of
the Building, either by any tenant or by jobbers or any others, in the moving or
delivery or receipt of safes, freight, furniture, packages, boxes, crates,
paper, office material, or any other matter or thing, any hand trucks except
those equipped with rubber tires, side guards and such other safeguards as
Landlord shall reasonably require. No hand trucks shall be used in passenger
elevators, and no such passenger elevators shall be used for the moving,
delivery or receipt of the aforementioned articles.

           23. Tenant shall not cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the Demised
Premises which would annoy other tenants or create a public or private nuisance.
No cooking shall be done in the Demised Premised except as is expressly
permitted in the foregoing Lease.

                                     C- 2 -



<PAGE>



           24. Tenant shall cooperate with Landlord in obtaining maximum
effectiveness of the cooling system and if requested by Landlord shall lower and
close blinds, drapes and curtains when the sun's rays fall directly on the
windows of the Demised Premises.

           25. Subject to the provisions of Section 13.01, Landlord in its
reasonable judgment, reserves the right to rescind, alter or waive any rule or
regulation at any time prescribed for the Building when, in its reasonable
judgment, it deems it necessary or desirable for the reputation, safety, care or
appearance of the Building, or the preservation of good order therein, or the
operation or maintenance of the Building or the equipment thereof, or the
comfort of tenants or others in the Building.

           26. Cigarette, pipe and cigar smoking is allowed only in tenant's
demised premises. Smoking is prohibited in all interior public areas including
but not limited to: public corridors, elevators, elevator lobbies and toilet
rooms.

                                     C- 3 -



<PAGE>



                            EXHIBIT "D" - WORK LETTER

         1.01 The Demised Premises shall be delivered to Tenant in its "as is"
condition, except that in accordance with Section 3.01 of the Lease, Landlord
shall perform the following work, at Landlord's sole cost and expense:

         1.  Paint the Demised Premises, using Landlord standard paint and
             colors.
         2.  Clean the existing carpets at the Demised Premises.
         3.  Re-bulb the Demised Premises.
         4.  Replace broken ceiling tiles.
         5.  Complete all work necessary to legally demise the Demised Premises.

Landlord shall act as General Contractor for all tenant improvements.

     1.02 Telephone installation and all costs therefor shall be the sole
responsibility of Tenant, and Tenant shall make all necessary arrangements. Such
telephone installations are subject to reasonable approval by Landlord and must
be performed in strict compliance with all government codes, including a low
voltage permit from the City of Stamford. At the expiration or earlier
termination of the Lease, Tenant shall be responsible for the removal of all
telecommunications and data wiring and any affiliated equipment in the Demised
Premises and the Demised Premises (or New Demised Premises).

     1.03 Tenant shall, within thirty (30) days after the Demised Premises
Commencement Date install drapes or vertical blinds as approved by Landlord, at
Tenant's sole cost and expense, on all exterior windows; such drapes to be a
solid, light color or having a solid light color lining facing the exterior of
the Building; such blinds shall be G-71 vertical blinds in fabric kinetics,
#0112, alabaster, and no other type of window covering will be used. Landlord
reserves the right to substitute alternate window treatments throughout the term
of the Lease.






                                     D-1-




<PAGE>



                       INSTRUCTIONS TO MOVING CONTRACTORS

         1. The directions of the Landlord and/or his managing agent will be
followed at all times.

         2. No furniture and/or building materials will be moved in or out of
the building from 7:00 a.m. to 6:00 p.m., Monday through Friday, unless approved
by the Landlord and/or his managing agent.

         3. The moving contractor must submit, not later than two weeks prior to
the move, a written schedule which indicates the date and time the move will
commence and also the same for the completion of the move.

         4. All routes over finished floors will be protected with masonite,
plywood or similar material runway, which is to be picked up at the close of
work each day.

         5. Appropriate warning signs are to be posted in all public corridors
and lobbies used.

         6. Temporary staging of furniture and equipment in public areas is not
permitted.

         7. All areas traveled are to be broom cleaned at the close of each day.
Elevators are to be swept and debris carried from the car, NOT swept across the
door opening.

         8. Workmen should use the toilet facilities provided by the Landlord or
Managing Agent.

         9. The load limit of 3,000 pounds in the passenger elevator is NOT to
be exceeded.

         10. Generally only two (2) trailers will be allowed at the Loading
Dock. Arrangements to accommodate more than two (2) must be made in advance with
the Property Management Office.

         11. Only rubber wheeled dollies and carts, in good operating condition,
may be used. Excess oil and grease must be removed from wheels to prevent
staining flooring.

         12. Reasonable care must be taken at all times to avoid any personal
injury or property damage.

         13. All packing and crating materials must be removed at the end of
each day, and NOT be left to accumulate overnight (fire hazard).

         14. The moving contractor must utilize labor that will work in harmony
with other labor in the building. In addition, Landlord's office should receive
not later than two weeks prior to move, insurance certificates evidencing the
following minimum coverages:

             (i) Insurance carrier must have a Best's rating of A VIII or
             better.

             (ii) Certificates of insurance must be provided prior to the
             commencement of any work performed.

             (iii) Type of insurance:

<TABLE>
<S>                                                                           <C>
                   A. Commercial General Liability:
                           General Aggregate                                  $2,000,000
                           Products/Completed Operations Aggregate            $1,000,000
                           Personal & Advertising Injury, per occurrence      $1,000,000
                           Each Occurrence                                    $1,000,000
                           Fire Damage Liability                              $   50,000
                           Medical Expense                                    $    5,000
                           Broad Form Property Damage                           Included
                           Explosion, Collapse & Underground Hazard             Included

                  B. Automobile Liability:
                           Bodily Injury/Property Damage Liability
                           Each Occurrence (Combined Single Limit)            $1,000,000
</TABLE>




                                      D-1-





<PAGE>


<TABLE>
<S>                                                     <C>
                  C. Excess or Umbrella Liability:
                           Each Occurrence              $5,000,000 (Coverage to be at
                                                                     least on a "follow
                                                                     form" basis)

                  D. Worker's Compensation & Employer's Liability:
                           Per statutory requirements of the state in which work is to
                           be provided or performed.

                  E. Connecticut State Short Term Disability:
                           Per statutory requirements of the state in which work is to
                           be provided or performed.
</TABLE>

All certificates are to stipulate that ten (10) days prior notice of
cancellation will be given to the Tenant and to:


RECKSON ASSOCIATES REALTY CORP.
One Landmark Square
Stamford, Connecticut 06901




                                      D-2



<PAGE>

                      INSTRUCTIONS TO TENANT'S CONTRACTORS

        1. It shall be Tenant's contractor's responsibility to schedule the
performance of his work and notify the Landlord's Property Manager of his
proposed schedule, so that the contractor's elevator usage for material
deliveries and rubbish removal may be coordinated with the over-all project
(reserved) hoisting usage.

        Elevator use for construction and moves may only occur during the hours
of 6:00 P.M. through 7:00 A.M. on business days and only with prior notice and
approval of the Landlord. Elevator use on non-business days may occur at any
time and again only with prior notice and approval of the Landlord. Tenant is
responsible for all building standard charge normally associated with such use.

        2. The Tenant's contractor shall notify Landlord's Property Manager at
least four (4) weeks prior to his proposed starting date to perform Tenant's
Work and at that time will discuss the arrangements and requirements of his
schedule. The following items will be discussed to determine the scheduled
reservation time:

        a. Material delivery, schedule - dates - times
        b. Number of vehicles
        c. Elevator Service and hoist reservation time
        d. Docking arrangements and reservation time
        e. Insurance requirements
        f. Names and telephone numbers of contact and coordinator
        g. General instructions - rules and regulations

        3. The Tenant's contractor shall confirm his schedule with the
Landlord's Property Manager, not less than 48 hours in advance of his
pre-scheduled material deliveries. It shall be Tenant's contractor's sole
responsibility to confirm his reservation times, and in the event that the
confirmation is not verified and re-executed it shall be deemed that his
reservations are to be voided (cancelled) and allocated to others. He shall then
be required to re-schedule both his deliveries and his reservations through the
Landlord's Property Manager. In all fairness to the other Tenants going into the
building, if Tenant's contractor fails to meet or confirm the date, his
contractor will have to wait until there is free time in the material delivery
and hoisting schedule before they will be allowed to perform Tenant's Work.
Landlord's Property Manager will make every effort to accommodate the Tenant's
contractor as early as possible, but it is very likely that to re-schedule would
effect a serious time delay; you can clearly see, then, that it is extremely
important to confirm the schedule not less than 48 hours in advance, and if
possible, preferably three to five days ahead of time.

        4. Tenant and its contractors shall remain responsible for the
scheduling and transportation of material and equipment used in the performance
of Tenant's Work and for the removal from the Building of waste and debris
resulting from the performance of Tenant's Work, and Landlord shall not be
responsible for coordination of the work of Tenant's contractors with the work
of Landlord's contractors. However, Landlord and Tenant shall cooperate in their
respective performances of Landlord's and Tenant's Work in order to enable the
same to be properly coordinated. Tenant shall not be under any obligation to
employ any of Landlord's contractors or to pay any charge to any of them by
reason of Tenant's having other contractors or purchasing any materials or labor
or employing any labor from other sources. Tenant and its contractors shall not
be under any obligation to pay for water, electricity, heat, ventilation or
cooling provided in the Premises during the performance of any of Tenant's Work
during normal working hours of the Building construction project.

        5. Temporary staging of materials and equipment in public areas is not
permitted.

        6. Should large equipment or materials need to be transported via
dollies and/or carts, then the contractor transporting such equipment or
materials shall protect all routes over finished floors with a minimum of 3/8"
plywood runway, which will be picked up at the close of work each day.

        7. All areas traveled are to be broom cleaned at the close of each day.
Elevators are to be swept and debris carried from the car, NOT swept across the
door opening.

        8. Workmen should use the toilet facilities provided by the general
contractor.

        9. The hoisting load limit of 3,000 pounds in passenger elevator is NOT
to be exceeded.

       10. All packing and crating materials must be removed at the end of each
day, and not be left to accumulate overnight (fire hazard).

                                      D-3



<PAGE>

       11. The Tenant's contractor must utilize labor that will work in harmony
with other labor in the Building. In addition, Landlord's Property Manager
should receive not later than two weeks prior to contractor's performance of
Tenant's Work, insurance certificates evidencing the following minimum
coverages:

(i) Insurance carrier must have a Best's rating of A VIII or better.

      (ii) Certificates of insurance must be provided prior to the commencement
of any work performed.

     (iii) Type of insurance:

<TABLE>
            <S>                                                     <C>
             A. Commercial General Liability:
                General Aggregate                                     $2,000,000
                Products/Completed Operations Aggregate               $1,000,000
                Personal & Advertising Injury, per occurrence         $1,000,000
                Each Occurrence                                       $1,000,000
                Fire Damage Liability                                 $   50,000
                Medical Expense                                       $    5,000
                Broad Form Property Damage                              Included
                Explosion, Collapse & Underground Hazard                Included

             B. Automobile Liability:
                Bodily Injury/Property Damage Liability
                Each Occurrence (Combined Single Limit)               $1,000,000
</TABLE>


                                      D-4



<PAGE>


<TABLE>
            <S>                                                     <C>
             C. Excess or Umbrella Liability:
                    Each Occurrence               $5,000,000 (Coverage to be at
                                                              least on a "follow
                                                              form" basis)

             D. Worker's Compensation & Employer's Liability:
                    Per statutory requirements of the state in which work is to
                    be provided or performed.

             E. Connecticut State Short Term Disability:
                    Per statutory requirements of the state in which work is to
                    be provided or performed.
</TABLE>

All certificates are to stipulate that ten (10) days prior notice of
cancellation will be given to the Tenant and to:

RECKSON ASSOCIATES REALTY CORP.
One Landmark Square
Stamford, Connecticut 06901


                                      D-5




<PAGE>


                                    EXHIBIT E
                              ELECTRICITY SCHEDULE

     1. Landlord and Tenant have agreed that Landlord will furnish electrical
energy ("Landlord's Standard Electrical Service") to Tenant for use in the
"Demised Premises"; the annual cost of such electrical energy (based on 7 watts
of combined connected electrical load for lighting and convenience outlets per
square foot of Demised Premises for up to 240 hours of use per month) shall be
as set forth in the rate schedule below, and shall be considered to be
additional rent:

<TABLE>
<CAPTION>
                    SIZE OF                           RATE PER YEAR
               DEMISED PREMISES                       PER RENTABLE
                RENTABLE SQ. FT.                      SQUARE FOOT
              <S>                                     <C>
                   0   -      399                          $1.92
                 400   -      799                           1.82
                 800   -      899                           1.79
                 900   -      999                           1.77
               1,000   -    1,999                           1.63
               2,000   -    2,999                           1.57
               3,000   -    3,999                           1.54
               4,000   -    4,999                           1.53
               5,000   -    6,999                           1.52
               7,000   -   10,999                           1.51
              11,000   &    ABOVE                           1.50
</TABLE>

Adjustments:    (a) For each additional two (2) hours of use per week add $.031
                per rentable square foot per year.

                (b) For each additional watt per square foot, add $0.3005 per
                rentable square foot per year.

       2. For the purpose of the provisions of this Exhibit "E" of this Lease,
the Demised Premises shall be deemed to be a floor area of 2,186 rentable square
feet.

       3. Landlord shall furnish to the Demised Premises Landlord's Standard
Electrical Service through the transmission facilities initially installed by
Landlord in the Building, in the form of alternating electrical energy, to be
used by Tenant for the operation of lighting fixtures and electrical outlets
initially installed in the Demised Premises.

       4.  It is specifically understood that:

             (a) All installations of electrical fixtures, appliances and
             equipment within the Demised Premises shall be subject to
             Landlord's prior written approval; and

             (b) In the event that Tenant shall require additional electrical
             energy for use in the Demised Premises and if, in Landlord's sole
             judgment, Landlord's facilities are inadequate for such additional
             requirements, and if electrical energy for such additional
             requirements is available to Landlord, Landlord, upon written
             request and the sole cost and expense of Tenant, will furnish and
             install such additional wires, risers, conduits, feeders, panels
             and switchboards as reasonably may be required to supply such
             additional requirements of the Tenant provided: (1) that same shall
             be permitted by applicable laws and not in violation of any
             insurance regulations or recommendations, (2) that, in Landlord's
             sole judgment, the same are necessary and will not cause permanent
             damage or injury to the Building or the Demised Premises or cause
             or create a dangerous or hazardous condition or entail excessive or
             unreasonable alterations or repairs or interfere with or disturb
             other tenants or occupants of the Building, (3) that Tenant, at
             Tenant's expense, shall, concurrently with the making of such
             written request, execute and deliver to Landlord Tenant's written
             undertaking, with a surety and in form and substance satisfactory
             to Landlord, obligating Tenant to fully and promptly pay the entire
             cost and expense of so furnishing and installing any such
             additional wires, risers, conduits, feeders, panels, and/or
             switchboards, and (4) that such installation does not preclude
             expansion of electrical service for other tenants. Tenant covenants
             and agrees that at all times its use of electrical current shall
             never exceed the capacity of the feeders to the Building or the
             risers or wiring installation. It is further covenanted and agreed
             by Tenant that all the aforesaid costs and expenses are chargeable
             and collectable as additional rent and shall be paid by Tenant to
             Landlord within five (5) days after rendition of any bill or
             statement to Tenant therefore.

       5. Tenant shall pay Landlord for Landlord's Standard Electrical Service
an amount computed by multiplying the rate

                                     E- 1 -



<PAGE>


per rentable square foot as set forth in Paragraph 1 above, as adjusted, times
the rentable square feet of floor area of the Demised Premises as set forth in
Paragraph 2 above. The resulting product shall be paid by Tenant to Landlord in
advance in twelve (12) equal monthly installments as additional rent.

       6. The cost of electrical energy as shown in Paragraph 1 above, has been
based on The Connecticut Light and Power Company's current rates for General
Service Electric Rate 30 and the applicable State of Connecticut sales taxes. If
the filed Rate 30 (or any successor classification reflecting similar service)
of Connecticut Light and Power Company (or its successor) and/or the State of
Connecticut sales taxes shall be increased or decreased from and after the date
hereof, the parties agree that the Utility Charge shall be increased or
decreased, as the case may be, by applying the new rates to the connected load
and hourly use factor as set forth in Paragraph 1 above, as adjusted, such
increase or decrease to go into effect on the first day of the month following
such decrease or increase in such Rate 30 (or its successor) and/or the State of
Connecticut sales taxes. Such increase or decrease in rates shall apply not only
to the Demised Premises under this Lease but also to any option area referred to
herein, so that, at the time such area shall become part of the Demised Premises
(if it shall become part of the Demised Premises) the increase in additional
rent for the Utility Charge to be paid by Tenant at such time shall be increased
or decreased to reflect all changes in the aforesaid rates from the date hereof
to the time such area shall become part of the Demised Premises.

       7. The Connecticut Public Utilities Commission has granted Connecticut
Light and Power Company the right to add to customers' bills the increase in
cost of fuel oil used to manufacture electricity. Such a fuel cost adjustment
will be effected by adding a monthly surcharge to the normal bills based on the
monthly kilowatt-hours used. It is expected that such an increase cost factor
will change from month to month. It is hereby agreed and understood, that the
Landlord, at it's option, has the right to pass on such surcharge to the Tenant
by billing Tenant monthly or annually, as elected by Landlord, for such monthly
increase amounts retroactively (increase factor multiplied by monthly
kilowatt-hours as established elsewhere in this Exhibit "E"). It is further
agreed and understood that the operation of this Paragraph 7 shall survive the
termination of this Lease.

                                       E-2-




<PAGE>


                                    EXHIBIT F

                                  COMMON AREAS



                                      F-1-