STANDARD FORM OF OFFICE LEASE                     7/04
                     THE REAL ESTATE BOARD OF NEW YORK, INC.

         Agreement of Lease, made as of this 12th day of March in the year 2008,
between 37-18 NORTHERN BOULEVARD LLC party of the first part, hereinafter
referred to as OWNER, and STANDARD MOTOR PRODUCTS INC. party of the second part,
hereinafter referred to as TENANT,

         Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from
Owner certain premises as described in Article 37 of this Lease in the building
known as 37-18 Northern Boulevard, Long Island City, New York, for the term of
approximately ten (10) years commencing on the Commencement Date and expiring on
the Expiration Date as described in Article 38 of this Lease both dates
inclusive, at the base annual rental rate as described in Article 39 of this
Lease which Tenant agrees to pay in lawful money of the United States, which
shall be legal tender in payment of all debts and dues, public and private, at
the time of payment, in equal monthly installments in advance on the first day
of each month during said term, at the office of Owner or such other place as
Owner may designate, without any setoff or deduction whatsoever, except that
Tenant shall pay the first monthly installment(s) on the execution hereof
(unless this lease be a renewal).

         In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

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

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

         2. OCCUPANCY. Tenant shall use and occupy the demised premises for
office and warehouse and for no other purpose.

         3. TENANT ALTERATIONS. Tenant shall make no changes in or to the
demised premises of any nature without Owner's prior written consent which
consent shall not (subject to the provisions of Article 45 below), be
unreasonably withheld, conditioned or delayed. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant, at Tenant's
expense, may make alterations, installations, additions or improvements which
are non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises, by using
contractors or mechanics first approved in each instance by Owner which approval
shall not be unreasonably withheld, conditioned or delayed. Tenant shall, before
making any alterations, additions, installations or improvements, at its
expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof, and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner, and Tenant agrees to carry, and
will cause Tenant's contractors and sub-contractors to carry, such worker's
compensation, commercial general
<PAGE>

liability, personal and property damage insurance as Owner may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within thirty days thereafter, at Tenant's
expense, by payment or filing a bond as permitted by law. All fixtures and all
paneling, partitions, railings and like installations, installed in the demised
premises at any time, either by Tenant or by Owner on Tenant's behalf, shall,
upon installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises. Nothing in this article shall be
construed to give Owner title to, or to prevent Tenant's removal of, trade
fixtures, moveable office furniture and equipment, but upon removal of same from
the demised premises or upon removal, of other installations as may be required
by Owner, Tenant shall immediately, and at its expense, repair and restore the
demised premises to the condition existing prior to any such installations, and
repair any damage to the demised premises or the building due to such removal.
All property permitted or required to be removed by Tenant at the end of the
term remaining in the demised premises after Tenant's removal shall be deemed
abandoned and may, at the election of Owner, either be retained as Owner's
property or may be removed from the demised premises by Owner, at Tenant's
expense.

         4. MAINTENANCE AND REPAIRS. Tenant shall, throughout the term of this
lease, take good care of the demised premises and the fixtures and appurtenances
therein. Tenant shall be responsible for all damage or injury to the demised
premises or any other part of the building and the systems and equipment
thereof, whether requiring structural or nonstructural repairs caused by, or
resulting from, carelessness, omission, neglect or improper conduct of Tenant,
Tenant's subtenants, agents, employees, invitees or licensees, or which arise
out of any work, labor, service or equipment done for, or supplied to, Tenant or
any subtenant, or arising out of the installation, use or operation of the
property or equipment of Tenant or any subtenant. Tenant shall also repair all
damage to the building and the demised premises caused by the moving of Tenant's
fixtures, furniture and equipment. Tenant shall promptly make, at Tenant's
expense, all repairs in and to the demised premises for which Tenant is
responsible. Any other repairs in or to the building or the facilities and
systems thereof, for which Tenant is responsible, shall be performed by Owner at
the Tenant's expense. Owner shall maintain in good working order and repair the
exterior and the structural portions of the building, including the structural
portions of the demised premises, and the public portions of the building
interior and the building plumbing, electrical, heating and ventilating systems
(to the extent such systems presently exist) serving the demised premises
(without limitation, the term "structural" shall be deemed to include the roof
of the building). Tenant agrees to give prompt notice of any defective condition
in the demised premises for which Owner may be responsible hereunder. There
shall be no allowance to Tenant for diminution of rental value and no liability
on the part of Owner by reason of inconvenience, annoyance or injury to business
arising from Owner or others making repairs, alterations, additions or
improvements in or to any portion of the building or the demised premises, or in
and to the fixtures, appurtenances or equipment thereof. It is specifically
agreed that Tenant shall not be entitled to any setoff or reduction of rent by
reason of any failure of Owner to comply with the covenants of this or any other
article of this lease. Tenant agrees that Tenant's sole remedy at law in such
instance will be by way of an action for damages for breach of contract. The
provisions of this Article 4 shall not apply in the case of fire or other
casualty, which are dealt with in Article 9 hereof.

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<PAGE>


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

         6. REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS. Prior to the
commencement of the lease term, if Tenant is then in possession, and at all
times thereafter, Tenant, at Tenant's sole cost and expense, shall promptly
comply with all present and future laws, orders and regulations of all state,
federal, municipal and local governments, departments, commissions and boards
and any direction of any public officer pursuant to law, and all orders, rules
and regulations of the New York Board of Fire Underwriters, Insurance Services
Office, or any similar body which shall impose any violation, order or duty upon
Owner or Tenant with respect to the demised premises, whether or not arising out
of Tenant's use or manner of use thereof, (including Tenant's permitted use) or,
with respect to the building if arising out of Tenant's use or manner of use of
the demised premises or the building (including the use permitted under the
lease), provided, however, Tenant shall not be responsible to cure any
conditions existing prior to the commencement of the term of this Lease or
effect the dismissal of any violations given in connection with any condition
existing prior to the commencement of the term of this Lease. Nothing herein
shall require Tenant to make structural repairs or alterations unless Tenant
has, by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant may, after securing Owner to Owner's
satisfaction against all damages, interest, penalties and expenses, including,
but not limited to, reasonable attorney's fees, by cash deposit or by surety
bond in an amount and in a company satisfactory to Owner, contest and appeal any
such laws, ordinances, orders, rules, regulations or requirements provided same
is done with all reasonable promptness and provided such appeal shall not
subject Owner to prosecution for a criminal offense, or constitute a default
under any lease or mortgage under which Owner may be obligated, or cause the
demised premises or any part thereof to be condemned or vacated. Tenant shall
not do or permit any act or thing to be done in or to the demised premises which
is contrary to law, or which will invalidate or be in conflict with public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Owner with respect to the demised premises or the building of which
the demised premises form a part, or which shall or might subject Owner to any
liability or responsibility to any person, or for property damage. Tenant shall
not keep anything in the demised premises, except as now or hereafter permitted
by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating
Organization or other authority having jurisdiction, and then only in such
manner and such quantity so as not to increase the rate for fire insurance
applicable to the building, nor use the demised premises in a manner which will
increase the insurance rate for the building or any property located therein
over that in effect prior to the commencement of Tenant's occupancy. Tenant
shall pay all costs, expenses, fines, penalties, or damages, which may be
imposed upon Owner by reason of Tenant's failure to comply with the provisions
of this article, and if by reason of such failure the fire insurance rate shall,
at the beginning of this lease, or at any time thereafter, be higher than it
otherwise would be, then, Tenant shall reimburse Owner, as additional rent
hereunder, for that portion of all fire insurance premiums thereafter paid by
Owner which shall have been charged because of such failure by Tenant. In any
action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or the demised premises issued by the New
York Fire Insurance Exchange, or other body making fire insurance rates

                                      -3-
<PAGE>

applicable to said premises shall be conclusive evidence of the facts therein
stated and of the several items and charges in the fire insurance rates then
applicable to said premises. Tenant shall not place a load upon any floor of the
demised premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Owner reserves the right to
reasonably prescribe the weight and position of all safes, business machines and
mechanical equipment. Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient, in Owner's reasonable
judgment, to absorb and prevent vibration, noise and annoyance.

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

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

         9. DESTRUCTION, FIRE AND OTHER CASUALTY. (a) If the demised premises or
any part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Owner, and this lease shall continue in full force
and effect except as hereinafter set forth. (b) If the demised premises are
partially damaged or rendered partially unusable by fire or other casualty, the
damages thereto shall be repaired by, and at the expense of, Owner, and the rent
and other items of additional rent, until such repair shall be substantially

                                      -4-
<PAGE>

completed, shall be apportioned from the day following the casualty, according
to the part of the demised premises which is usable for the reasonable conduct
of Tenant's business. (c) If the demised premises are totally damaged or
rendered wholly unusable by fire or other casualty, then the rent and other
items of additional rent, as hereinafter expressly provided, shall be
proportionately paid up to the time of the casualty, and thenceforth shall cease
until the date when the demised premises shall have been repaired and restored
by Owner (or if sooner reoccupied in part by the Tenant then rent shall be
apportioned as provided in subsection (b) above), subject to Owner's right to
elect not to restore the same as hereinafter provided. (d) If the demised
premises are rendered wholly unusable or (whether or not the demised premises
are damaged in whole or in part) if the building shall be so damaged that Owner
shall decide to demolish it or to rebuild it, then, in any of such events, Owner
may elect to terminate this lease by written notice to Tenant, or if the demised
premises are rendered wholly unusable whether or not Owner elects to restore the
damage, Tenant may elect to terminate this Lease by written notice to Owner, if
the restoration period (as reasonably determined by Owner's contractor or
architect) exceeds 365 days. If the damage was caused by the Tenant , Tenant
shall not have the right to terminate the Lease, given within ninety (90) days
after such fire or casualty, or thirty (30) days after adjustment of the
insurance claim for such fire or casualty, whichever is sooner, specifying a
date for the expiration of the lease, which date shall not be more than sixty
(60) days after the giving of such notice, and upon the date specified in such
notice the term of this lease shall expire as fully and completely as if such
date were the date set forth above for the termination of this lease, and Tenant
shall forthwith quit, surrender and vacate the demised premises without
prejudice however, to Landlord's rights and remedies against Tenant under the
lease provisions in effect prior to such termination, and any rent owing shall
be paid up to such date, and any payments of rent made by Tenant which were on
account of any period subsequent to such date shall be returned to Tenant.
Unless Owner or Tenant shall serve a termination notice as provided for herein,
Owner shall make the repairs and restorations under the conditions of (b) and
(c) hereof, with all reasonable expedition, subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond Owner's control. After any
such casualty, Tenant shall cooperate with Owner's restoration by removing from
the demised premises as promptly as reasonably possible, all of Tenant's
salvageable inventory and movable equipment, furniture, and other property.
Tenant's liability for rent shall resume five (5) days after written notice from
Owner that the demised premises are substantially ready for Tenant's occupancy.
(e) Nothing contained hereinabove shall relieve Tenant from liability that may
exist as a result of damage from fire or other casualty. Notwithstanding
anything contained to the contrary in subdivisions (a) through (e) hereof,
including Owner's obligation to restore under subparagraph (b) above, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectible, and
to the extent permitted by law, Owner and Tenant each hereby releases and waives
all right of recovery with respect to subparagraphs (b), (d) and (e) above,
against the other, or any one claiming through or under each of them by way of
subrogation or otherwise. The release and waiver herein referred to shall be
deemed to include any loss or damage to the demised premises and/or to any
personal property, equipment, trade fixtures, goods and merchandise located
therein. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the

                                      -5-
<PAGE>

party benefiting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the party obtaining
insurance coverage shall be free of any further obligation under the provisions
hereof with respect to waiver of subrogation. Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant, and
agrees that Owner will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.

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

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

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

         13. ACCESS TO PREMISES. Owner or Owner's agents shall have the right
(but shall not be obligated) to enter the demised premises in any emergency at
any time, and, at other reasonable times after reasonable prior notice shall
have been given to Tenant, to examine the same and to make such repairs,

                                      -6-
<PAGE>

replacements and improvements as Owner may deem necessary and reasonably
desirable to the demised premises or to any other portion of the building or
which Owner may elect to perform. Tenant shall permit Owner to use and maintain
and replace pipes, ducts, and conduits in and through the demised premises and
to erect new pipes, ducts, and conduits therein, provided they are concealed
within the walls, floor, or ceiling. Owner may, during the progress of any work
in the demised premises, take all necessary materials and equipment into said
premises without the same constituting an eviction provided Owner shall place
such materials and equipment in an area reasonably designated by Tenant and
shall not "store" same in the demised premises except to the extent reasonably
necessary, nor shall the Tenant be entitled to any abatement of rent while such
work is in progress, nor to any damages by reason of loss or interruption of
business or otherwise. Owner shall use commercially reasonable efforts to
perform such work in a manner which minimizes any adverse affect upon Tenant's
use, enjoyment and conduct of Tenant's business in the demised premises. Owner
shall leave the demised premises broom clean at the end of each day of the
performance of such work. Throughout the term hereof, Owner shall have the right
to enter the demised premises at reasonable hours for the purpose of showing the
same to prospective purchasers or mortgagees of the building, and during the
last six months of the term, for the purpose of showing the same to prospective
Tenants. If Tenant is not present to open and permit an entry into the demised
premises, Owner or Owner's agents may enter the same whenever such entry may be
necessary or permissible by master key or forcibly, and provided reasonable care
is exercised to safeguard Tenant's property, such entry shall not render Owner
or its agents liable therefore, nor in any event shall the obligations of Tenant
hereunder be affected.

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

         15. OCCUPANCY. Tenant will not at any time use or occupy the demised
premises in violation of the certificate of occupancy issued for the building of
which the demised premises are a part. Tenant has inspected the demised premises
and accepts them as is, subject to the riders annexed hereto with respect to
Owner's work, if any. In any event, Owner makes no representation as to the
condition of the demised premises, and Tenant agrees to accept the same subject
to violations, whether or not of record, provided Tenant shall have no
obligation to cure the subject condition and/or effect the dismissal of the
subject violation, unless the same was caused by the Tenant or anybody acting
by, through, or under Tenant.

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<PAGE>



         16. BANKRUPTCY.

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

                  16.2 It is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages, an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination,
and the fair and reasonable rental value of the demised premises for the period
for which such installment was payable, shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such demised premises
or any part thereof be re-let by the Owner for the unexpired term of said lease,
or any part thereof, before presentation of proof of such liquidated damages to
any court, commission or tribunal, the amount of rent reserved upon such
re-letting shall be deemed to be the fair and reasonable rental value for the
part or the whole of the demised premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right of the
Owner to prove for and obtain as liquidated damages, by reason of such
termination, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than, the amount of the difference referred to above.

         17. DEFAULT.

                  17.1 If Tenant defaults in fulfilling any of the covenants of
this lease; or if the demised premises become vacant or deserted; or if any
execution or attachment shall be issued against Tenant or any of Tenant's
property, whereupon the demised premises shall be taken or occupied by someone
other than Tenant; or if this lease be rejected under ss.365 of Title 11 of the
U.S. Code (Bankruptcy Code); or if Tenant shall have failed, after five (5) days
written notice, to redeposit with Owner any portion of the security deposit
hereunder which Owner has applied to the payment of any rent and additional rent
due and payable hereunder; or if Tenant shall be in default with respect to any
other lease between Owner and Tenant; or if Tenant shall fail to move into or
take possession of the demised premises within thirty (30) days after the
commencement of the term of this lease, then, in any one or more of such events,
upon Owner serving a written fifteen (15) days notice upon Tenant specifying the
nature of said default, and upon the expiration of said fifteen (15) days, if

                                      -8-
<PAGE>

Tenant shall have failed to comply with or remedy such default, or if the said
default or omission complained of shall be of a nature that the same cannot be
completely cured or remedied within said fifteen (15) day period, and if Tenant
shall not have diligently commenced curing such default within such fifteen (15)
day period, and shall not thereafter with reasonable diligence and in good
faith, proceed to remedy or cure such default, then Owner may serve a written
five (5) days notice of cancellation of this lease upon Tenant, and upon the
expiration of said five (5) days this lease and the term thereunder shall end
and expire as fully and completely as if the expiration of such five (5) day
period were the day herein definitely fixed for the end and expiration of this
lease and the term thereof, and Tenant shall then quit and surrender the demised
premises to Owner, but Tenant shall remain liable as hereinafter provided.

                  17.2 If the notice provided for in 17.1 hereof shall have been
given, and the term shall expire as aforesaid, Owner may without notice,
re-enter the demised premises either by force or otherwise, and dispossess
Tenant by summary proceedings or otherwise, and the legal representative of
Tenant or other occupant of the demised premises, and remove their effects and
hold the demised premises as if this lease had not been made, and Tenant hereby
waives the service of notice of intention to re-enter or to institute legal
proceedings to that end. If Tenant shall make default hereunder, and fail to
cure same within the notice and cure period provided for in Section 17.1 above,
prior to the date fixed as the commencement of any renewal or extension of this
lease, Owner may cancel and terminate such renewal or extension agreement by
written notice.

         18. REMEDIES OF OWNER AND WAIVER OF REDEMPTION. In case of any such
default, re-entry, expiration and/or dispossess by summary proceedings or
otherwise, (a) the rent shall become due thereupon and be paid up to the time of
such re-entry, dispossess and/or expiration, (b) Owner may re-let the demised
premises or any part or parts thereof, either in the name of Owner or otherwise,
for a term or terms, which may at Owner's option be less than or exceed the
period which would otherwise have constituted the balance of the term of this
lease, and may grant concessions or free rent or charge a higher rental than
that in this lease, and/or (c) Tenant or the legal representatives of Tenant
shall also pay to Owner as liquidated damages for the failure of Tenant to
observe and perform said Tenant's covenants herein contained, any deficiency
between the rent hereby reserved and/or covenanted to be paid and the net
amount, if any, of the rents collected on account of the lease or leases of the
demised premises for each month of the period which would otherwise have
constituted the balance of the term of this lease. The failure of Owner to
re-let the demised premises, or any part or parts thereof, shall not release or
affect Tenant's liability for damages. In computing such liquidated damages
there shall be added to the said deficiency such expenses as Owner may incur in
connection with re-letting, such as legal expenses, reasonable attorney's fees,
brokerage, advertising and for keeping the demised premises in good order or for
preparing the same for re-letting. Any such liquidated damages shall be paid in
monthly installments by Tenant on the rent day specified in this lease, and any
suit brought to collect the amount of the deficiency for any month shall not
prejudice in any way the rights of Owner to collect the deficiency for any
subsequent month by a similar proceeding. Owner, in putting the demised premises
in good order or preparing the same for re-rental may, at Owner's option, make
such alterations, repairs, replacements, and/or decorations in the demised
premises as Owner, in Owner's sole judgment, considers advisable and necessary
for the purpose of re-letting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Tenant from liability hereunder as aforesaid. Owner shall

                                      -9-
<PAGE>

in no event be liable in any way whatsoever for failure to re-let the demised
premises, or in the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting, and in no event shall Tenant be
entitled to receive any excess, if any, of such net rents collected over the
sums payable by Tenant to Owner hereunder. In the event of a breach or
threatened breach by Tenant of any of the covenants or provisions hereof, Owner
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this lease of any particular remedy, shall not
preclude Owner from any other remedy, in law or in equity. Tenant hereby
expressly waives any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for
any cause, or in the event of Owner obtaining possession of the demised
premises, by reason of the violation by Tenant of any of the covenants and
conditions of this lease, or otherwise.

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

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

         21. NO REPRESENTATIONS OWNER. Neither Owner nor Owner's agents have
made any representations or promises with respect to the physical condition of
the building, the land upon which it is erected or the demised premises, the
rents, leases, expenses of operation or any other matter or thing affecting or
related to the demised premises, except as herein expressly set forth, and no
rights, easements or licenses are acquired by Tenant by implication or

                                      -10-
<PAGE>

otherwise, except as expressly set forth in the provisions of this lease. Tenant
has inspected the building and the demised premises and is thoroughly acquainted
with their condition and agrees to take the same "as-is", and acknowledges that
the taking of possession of the demised premises by Tenant shall be conclusive
evidence that the said premises and the building of which the same form a part
were in good and satisfactory condition at the time such possession was so
taken, except as to latent defects. All understandings and agreements heretofore
made between the parties hereto are merged in this contract, which alone fully
and completely expresses the agreement between Owner and Tenant, and any
executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

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

         23. QUIET ENJOYMENT. Owner covenants and agrees with Tenant that upon
Tenant paying the rent and additional rent and observing and performing all the
terms, covenants and conditions, on Tenant's part to be observed and performed,
Tenant may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 31 hereof, and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

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

                                      -11-
<PAGE>


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

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

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

         28. BILLS AND NOTICES. Except as otherwise in this lease provided, any
notice, statement, demand 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

                                      -12-
<PAGE>

certified mail (express mail, if available), return receipt requested, or by
courier guaranteeing overnight delivery and furnishing a receipt in evidence
thereof, addressed to the other party at the address hereinabove set forth
(except that after the date specified as the commencement of the term of this
lease, Tenant's address, unless Tenant shall give notice to the contrary, shall
be the building), and shall be deemed to have been given, rendered or made (a)
on the date delivered, if delivered to Tenant personally, (b) on the date
delivered, if delivered by overnight courier or (c) on the date which is two (2)
days after being mailed. Either party may, by notice as aforesaid, designate a
different address or addresses for notices, statements, demand or other
communications intended for it. Notices given by Owner's managing agent shall be
deemed a valid notice if addressed and set in accordance with the provisions of
this Article. At Owner's option, notices and bills to Tenant may be sent by hand
delivery.

         29. SERVICES PROVIDED BY OWNER. As long as Tenant is not in default
under any of the covenants of this lease beyond the applicable grace period
provided in this lease for the curing of such defaults, Owner shall provide: (a)
necessary elevator facilities on business days from 8 a.m. to 6 p.m. and have
one elevator subject to call at all other times; (b) heat to the demised
premises when and as required by law, on business days from 8 a.m. to 6 p.m.;
(c) water for ordinary lavatory purposes, but if Tenant uses or consumes water
for any other purposes or in unusual quantities (of which fact Owner shall be
the sole judge), Owner may install a water meter at Tenant's expense, which
Tenant shall thereafter maintain at Tenant's expense in good working order and
repair, to register such water consumption, and Tenant shall pay for water
consumed as shown on said meter as additional rent as and when bills are
rendered; (d) said premises are to be kept clean by Tenant, it shall be done at
Tenant's sole expense, in a manner reasonably satisfactory to Owner, and no one
other than persons approved by Owner shall be permitted to enter said premises
or the building of which they are a part for such purpose. Tenant shall pay
Owner the cost of removal of any of Tenant's refuse and rubbish from the
building; (e) if the demised premises are serviced by Owner's air
conditioning/cooling and ventilating system, air conditioning/cooling will be
furnished to Tenant from May 15th through September 30th on business days
(Mondays through Fridays, holidays excepted) from 8:00 a.m. to 6:00 p.m., and
ventilation will be furnished on business days during the aforesaid hours except
when air conditioning/cooling is being furnished as aforesaid. If Tenant
requires air conditioning/cooling or ventilation for more extended hours on
Saturdays, Sundays or on holidays, as defined under Owner's contract with the
applicable Operating Engineers contract, Owner will furnish the same at Tenant's
expense. RIDER to be added in respect to rates and conditions for such
additional service; (f) Owner reserves the right to stop services of the
heating, elevators, plumbing, air-conditioning, electric, power systems or
cleaning or other services, if any, when necessary by reason of accident, or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment of Owner, for as long as may be reasonably required by reason thereof.
If the building of which the demised premises are a part supplies manually
operated elevator service, Owner at any time may substitute automatic control
elevator service and proceed diligently with alterations necessary therefor
without in any way affecting this lease or the obligations of Tenant hereunder.

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

                                      -13-
<PAGE>


         31. DEFINITIONS. The term "office", or "offices", wherever used in this
lease, shall not be construed to mean premises used as a store or stores, for
the sale or display, at any time, of goods, wares or merchandise, of any kind,
or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for
other similar purposes, or for manufacturing. The term "Owner" means a landlord
or lessor, and as used in this lease means only the owner, or the mortgagee in
possession for the time being, of the land and building (or the owner of a lease
of the building or of the land and building) of which the demised premises form
a part, so that in the event of any sale or sales or conveyance, assignment or
transfer of said land and building, or of said lease, or in the event of a lease
of said building, or of the land and building, the said Owner shall be, and
hereby is, entirely freed and relieved of all covenants and obligations of Owner
hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser, at any such sale, or the said lessee of the building, or of the
land and building, that the purchaser, grantee, assignee or transferee or the
lessee of the building has assumed and agreed to carry out any and all covenants
and obligations of Owner, hereunder. The words "re-enter" and "re-entry" as used
in this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays, Sundays and all
days as observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable building service union employees
service contract, or by the applicable Operating Engineers contract with respect
to HVAC service. Wherever it is expressly provided in this lease that consent
shall not be unreasonably withheld, such consent shall not be unreasonably
delayed.

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

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

                                      -14-
<PAGE>


         34. SECURITY. Tenant has deposited with Owner (a) cash or a Letter of
Credit in the amount of $360,000.00 for the Temporary Space (the "Temporary
Space Security Deposit") and (b) Letter of Credit in the amount of $198,500.00
for the Long Term Space (the "Long Term Space Security Deposit") as security for
the faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent, or any other sum as to
which Tenant is in default, or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the re-letting of the demised premises, whether such
damages or deficiency accrued before or after summary proceedings or other
re-entry by Owner. In the case of every such use, application or retention,
Tenant shall, within five (5) days after demand, pay to Owner the sum so used,
applied or retained which shall be added to the security deposit so that the
same shall be replenished to its former amount. In the event that Tenant shall
fully and faithfully comply with all of the terms, provisions, covenants and
conditions of this lease, the security shall be returned to Tenant after the
date fixed as the end of the lease and after delivery of entire possession of
the demised premises to Owner. In the event of a sale of the land and building,
or leasing of the building, of which the demised premises form a part, Owner
shall have the right to transfer the security to the vendee or lessee, and Owner
shall thereupon be released by Tenant from all liability for the return of such
security; and Tenant agrees to look to the new Owner solely for the return of
said security, and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the security to a new Owner. Tenant further
covenants that it will not assign or encumber, or attempt to assign or encumber,
the monies deposited herein as security, and that neither Owner nor its
successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.

         35. ESTOPPEL CERTIFICATE. Tenant, at any time, and from time to time,
upon at least ten (10) days prior notice by Owner, shall execute, acknowledge
and deliver to Owner, and/or to any other person, firm or corporation specified
by Owner, a statement certifying that this lease is unmodified and in full force
and effect (or, if there have been modifications, that the same is in full force
and effect as modified and stating the modifications), stating the dates to
which the rent and additional rent have been paid, and stating whether or not
there exists any default by Owner under this lease, and, if so, specifying each
such default and such other information as shall be required of Tenant.

         36. SUCCESSORS AND ASSIGNS. The covenants, conditions and agreements
contained in this lease shall bind and inure to the benefit of Owner and Tenant
and their respective heirs, distributees, executors, administrators, successors,
and except as otherwise provided in this lease, their assigns. Tenant shall look
only to Owner's estate and interest in the land and building, for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) against Owner in the event of any default by Owner hereunder,
and no other property or assets of such Owner (or any partner, member, officer
or director thereof, disclosed or undisclosed), shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies under, or with respect to, this lease, the relationship of Owner and
Tenant hereunder, or Tenant's use and occupancy of the demised premises.

                                      -15-
<PAGE>


         37. THE DEMISED PREMISES.

                  37.1 At the commencement of the term of this Lease (the
"Commencement Date") the demised premises shall consist of 202,000 rentable
square feet (said square footage being mutually agreed upon by Owner and
Tenant). The locations within the Building that comprise the demised premises,
and the agreed upon square footages thereof, are identified on Schedule I
("Schedule I") attached hereto and made a part hereof. In addition to the space
provided for on Schedule I, provided Tenant occupies same as of the Commencement
Date, Tenant shall lease the West Space on the Third Floor of the Building
consisting of 20,000 rentable square feet (said square footage being mutually
agreed upon by Owner and Tenant), at the monthly Base Rent of $15,000 per month
plus additional rent as provided for in this Lease, subject to each of Owner and
Tenant having the right to terminate such lease of the West Space on the Third
Floor on not less than thirty (30) days prior written notice given to the other
party to this Lease, such right to terminate to take effect no earlier than six
(6) months from the Commencement Date.

                  37.2 No later than twenty-four (24) months, and no sooner than
six (6) months unless otherwise mutually agreed in writing between the parties,
from the first day of the calendar month immediately subsequent to the calendar
month during which the Commencement Date occurs, upon not less than ninety (90)
days prior written notice given by Tenant to Owner, the Long Term Space
(hereinafter defined) may be reduced (the "Reduction") at Tenant's option to a
premises identified by Tenant (as more particularly provided for in the
immediately succeeding sentence) which is a portion of or all of the second
(2nd) floor, fifth (5th) floor and sixth (6th) floor portions of the demised
premises labeled Long Term Space on Schedule I ("Long Term Space"), provided the
Long Term Space as reduced by the Reduction shall encompass not less than one
and one-half (1 1/2) floors of the Long Term Space and not more than two and
one-half (2 1/2) floors of Long Term Space. Each East Space and each West Space
of the Long Term Space as identified on Schedule I shall be deemed to be
one-half (1/2) of a floor. Tenant shall have a period of one hundred eighty
(180) days from the Commencement Date (the "Reduction Identification Period") to
identify by written notice given to Owner the specific portions of the second
(2nd), fifth (5th) and sixth (6th) floors of the demised premises which shall
comprise the demised premises as it shall be reduced (if it is to be reduced).
To the extent additional space not specified on Schedule I is vacant or
otherwise available for leasing on the second (2nd), fourth (4th) and fifth
(5th) floors of the Building between the Commencement Date and the Reduction
Identification Date, such additional space may be added to Long Term Space at
Tenant's option at rental rates then applicable to Long Term Space and shall be
subject to the Reduction. The space on Schedule I labeled Temporary Space
("Temporary Space") shall be relinquished by the Tenant no later than 24 months
after the Commencement Date; Tenant shall have the right to relinquish the
Temporary Space in parts during said 24 months provided no less than one-half
(1/2) floor is relinquished at any given time. In order to determine the
rentable square footage of the demised premises, the demised premises shall be
measured in accordance with Real Estate Board of New York, Inc. standards for
measurement of office space, provided the loss factor shall not exceed twelve
percent (12%) of the net usable measurement (the "Measurement Standard").
Tenant's right to reduce space is subject to space being configured in a manner
so that, in Owner's reasonable judgment, they are self-contained rentable units,
which have independent access to common areas, including core restrooms and
elevators.

                                      -16-
<PAGE>


                  37.3 The fifth (5th) floor west portion of the Building ("Five
West") is presently under lease (the "5 West Lease") to a third party tenant for
a term scheduled to expire on October 31, 2011 (the "5 West Expiration Date").
Owner agrees not to extend the term of the 5 West Lease. Tenant shall have the
period through and including April 30, 2011 to elect (the "5 West Election") to
exchange, or incorporated into the Long Term Space pursuant to the size
restriction set forth in Section 37.2 (collectively, the
"Exchange/Incorporation,") any portion of the Building located on the second
(2nd) floor which is a portion of the demised premises on the 5 West Expiration
Date for any portion of 5 West, or the fourth (4th) floor if available, subject
to the size restrictions set forth in Section 37.2, the Exchange/Incorporation
to occur on November 1, 2011. Anything to the contrary contained in the
immediately preceding sentence notwithstanding, if the 5 West Lease expires or
terminates for any reason prior to October 31, 2011, Owner will notify Tenant of
any such expiration or termination, and Tenant shall have thirty (30) days after
receiving such notice from Owner to elect to occupy such premises, or space on
the fourth (4th) floor if available, at the rental rate then being paid by the
Tenant. In addition, at such time as Tenant has the right to exchange space for,
or incorporate, 5 West space, Tenant shall also have the right to add basement
level space of 2,500 rentable feet to the demised premises, which space shall be
mutually agreed upon by the parties, having direct access to the freight
elevator, measured by the Measurement Standard, at a rental rate equal to fair
market value for basement level warehousing space without office space or
parking as determined by mutual agreement of the parties but failing such
agreement to be promptly determined by an arbitrator appointed by the Real
Estate Board of New York, Inc.

                  37.4 Tenant shall be responsible for turning over the
Temporary Space and any portion of the Long Term Space, as per the Reduction, in
broom clean condition, free and clear of all tenancies, and shall be responsible
for the removal of all machinery, equipment, fixtures, and debris in such space.
If Tenant shall not relinquish the Temporary Space as per this Section 37.4
within eighteen (18) months of the Commencement Date, the Base Rent for the
Temporary Space shall be increased to $17.00 per square foot, with all
additional rent provisions of this Lease remaining applicable. If Tenant shall
not relinquish the Temporary Space as per this Section 37.4 within twenty-four
(24) months of the Commencement Date, Tenant shall be deemed a holdover tenant
and Base Rent for the Temporary Space shall be calculated as more particularly
provided for in Article 64 of this Lease, with all other additional rent
provisions and remedies of the Owner through this Lease remaining applicable.

         38. TERM OF THE LEASE. Lease Year 1 shall include any partial calendar
month from the Commencement Date through the end of such calendar month and the
succeeding twelve (12) calendar months. Lease Year 2 and all subsequent Lease
Years shall be the succeeding twelve (12) calendar month periods. The initial
term of this Lease shall commence (the "Commencement Date") on the date that SMP
Real Estate LLC transfers fee title to the Building to Owner. The term of this
Lease shall run through the end of Lease Year 10 (the "Expiration Date").

         39. BASIC ANNUAL RENT.

                  39.1 The base annual rent (the "Base Rent") payable for the
demised premises commencing on the Commencement Date shall be the sum of Two
Million Five Hundred Sixty-Two Thousand Dollars ($2,562,000.00), the calculation

                                      -17-
<PAGE>

of which is set forth on Schedule I, payable in monthly installments of Two
Hundred Thirteen Thousand Five Hundred Dollars ($213,500.00). In addition,
pursuant to the terms of Section 37.1 Tenant shall pay Owner the monthly Base
Rent relating to West Space on the Third Floor of the Building.

                  39.2 Anything to the contrary contained in Section 39.1 of
this Lease notwithstanding, upon the date which the square footage of the
demised premises is reduced in accordance with Section 37.2 of this Lease, Base
Rent per annum shall be the product of the number of square feet of the demised
premises measured by the Measurement Standard multiplied by Seventeen Dollars
($17.00) plus any annual increases in rent as described in Section 39.3.1
payable in equal monthly installments. Anything to the contrary contained in
this Section 39.2 notwithstanding, the rent for basement level space shall be
determined in accordance with Section 37.3 of this Lease.

         39.3

                  39.3.1 Anything to the contrary contained in Sections 39.1 and
39.2 of this Lease notwithstanding, for each Lease Year after Lease Year 1 an
additional three percent (3%) of the Base Rent for the previous Lease Year shall
be added to Base Rent. If Tenant exercises the first renewal option provided for
in Article 61 of this Lease the addition to Lease Year 10 Base Rent shall be ten
percent (10%) instead of three percent (3%) for the first Lease Year of the
renewal term and thereafter shall be three percent (3%) for each subsequent
Lease Year of the first renewal term. If Tenant exercises the second renewal
option provided for in Article 61 of this Lease the addition to the Base Rent of
the final Lease Year of the first renewal term shall be five percent (5%)
instead of three percent (3%) for the first year of the second renewal term and
thereafter shall be three percent (3%) for each subsequent Lease Year of the
second renewal term. The increases to Base Rent provided for in this Section
39.3 shall be cumulative.

                  39.3.2 Anything to the contrary contained above in this
Article 39 notwithstanding, if Tenant exercises the third or fourth renewal
options provided for in Article 61 of this Lease, the Base Rent for the subject
renewal terms shall be "Market Value Rent." The term "Market Value Rent" shall
mean the annual fair market rental value of the demised premises as of the
Determination Date (as hereinafter defined), but in no event less than the Base
Rent payable pursuant to Article 39 of this Lease by Tenant in the twelve-month
period immediately prior to the expiration date of the preceding term of this
Lease. In addition, commencing on the first day of the subject renewal term,
Tenant shall pay, as additional rent, in addition to the escalation payments
provided for under this Lease, such other types of escalation payments which
Owner shall be then charging tenants under other leases, or shall be then
requiring in other offers for leases, in the Building. Anything to the contrary
contained in this Article 61 notwithstanding, the base year for determination of
"such other escalation payments" referred to in the immediately preceding
sentence shall be the first year of the subject renewal term. For purposes
hereof, the "Determination Date" shall mean the date which shall occur nine (9)
months prior to the subject expiration date.

         The initial determination of Market Value Rent shall be made by Owner.
Owner shall give notice (the "MVR Notice") to Tenant of Owner's initial
determination of the Market Value Rent within thirty (30) days following the

                                      -18-
<PAGE>

Determination Date. Such initial determination of Market Value Rent shall be
final and binding in fixing the Market Value Rent, unless, within thirty (30)
days after Owner shall have given MVR Notice to Tenant, Owner shall receive a
notice from Tenant (the "MVR Objection Notice"): (i) advising Owner that Tenant
disagrees with the initial determination of Market Value Rent set forth in the
MVR Notice, and (ii) proposing a specific alternative Market Value Rent, which
shall have been determined in good faith by Tenant. If Owner and Tenant shall
fail to agree upon the Market Value Rent within thirty (30) days after Owner
shall have received the MVR Objection Notice, then Owner and Tenant each shall
give notice to the other setting forth the name and address of an arbitrator
designated by the party giving such notice. If either party shall fail to give
notice of such designation within ten (10) days, then the first arbitrator
chosen shall make the determination alone. If two arbitrators shall have been
designated, such two arbitrators shall, within twenty (20) days following the
designation of the second arbitrator, make their determinations of Market Value
Rent in writing and give notice thereof to each other and to Owner and Tenant.
Such two arbitrators shall have twenty (20) days after the receipt of notice of
each other's determinations to confer with each other and to attempt to reach
agreement as to the determination of Market Value Rent. The arbitrators shall
take into account in any such determination the base years set forth in this
Lease, which shall continue throughout the remainder of the renewal terms of
this Lease. If such two arbitrators shall concur as to the determination of the
Market Value Rent, such concurrence shall be final and binding upon Owner and
Tenant. If such two arbitrators shall fail to concur by the end of said twenty
(20) day period, then such two arbitrators shall forthwith designate a third
arbitrator. If the two arbitrators shall fail to agree upon the designation of
such third arbitrator within ten (10) days, then either party may apply to the
American Arbitration Association or the Real Estate Board of New York, Inc. or
any successor thereto having jurisdiction for the designation of such
arbitrator. All arbitrators shall be real estate appraisers who shall have had
at least ten (10) years continuous experience in the business of appraising real
estate for purposes of determining Market Value Rent in the Borough of
Manhattan, City of New York and/or Long Island City, New York. The third
arbitrator shall conduct such hearings and investigations as he may deem
appropriate and shall, within thirty (30) days after his designation, choose one
of the determinations of the two arbitrators originally selected by the parties,
and that choice by the third arbitrator shall be binding upon Owner and Tenant.
Each party shall pay its own counsel fees and expenses, if any, in connection
with any arbitration under this Article 61, including the expenses and fees of
any arbitrator selected by it in accordance with the provisions of this Article,
and the parties shall share equally all other expenses and fees of any such
arbitration. The determination rendered in accordance with the provisions of
this Section 39.3.2 shall be final and binding in fixing the Market Value Rent.
The arbitrators shall not have the power to add to, modify or change any of the
provisions of this Lease.

         If for any reason the Market Value Rent shall not have been determined
prior to the commencement of the subject renewal term, then, until the Base Rent
shall have been finally determined, the Base Rent and all recurring additional
rent payable for and during the subject renewal term shall be equal to the Base
Rent and recurring additional rent paid in the immediately preceding term of
this Lease. Upon final determination of the Market Value Rent, an appropriate
adjustment to the Base Rent shall be made reflecting such final determination,
and Owner or Tenant, as the case may be, shall refund or pay to the other any
overpayment or deficiency, as the case may be, in the payment of Base Rent and
recurring additional rent from the commencement of the subject renewal term to
the date of such final determination.

                                      -19-
<PAGE>


                  39.4 Additional rent shall consist of all other sums of money
other than Base Rent due and payable by Tenant to Owner pursuant to the terms of
this Lease. Base Rent and additional rent may hereinafter be referred to as
"Rent" or "rent."

                  39.5 Owner shall have the same remedies in the event of
Tenant's default in the payment of additional rent as a default in the payment
of Base Rent.

         40. REAL ESTATE TAX ESCALATION.

                  40.1 Definitions: For the purposes of this Article 40:

                  40.1.1 "Taxes" shall mean the aggregate of the following items
assessed, levied, confirmed or imposed at any time by any taxing or other
authority, on, against, or in respect of, or which may be or become a lien upon,
the Building and/or the land upon which the Building is located: (a) real estate
taxes; (b) assessments (including, without limitation, assessments for public
improvements or benefits, whether or not commenced or completed during the term
of this Lease); (c) water charges; (d) sewer rents; (e) vault taxes; (f) any
other tax, levy, impost, charge or assessment, however designated; and (g) any
tax, levy, impost, charge or assessment, however designated, general, special,
ordinary or extraordinary, foreseen or unforeseen, levied, assessed or imposed
by any taxing or other authority, against or with respect to such land and/or
Building, the occupancy thereof, or the rents or profits therefrom or the
collection thereof, to the extent that the same shall be in substitution of or
in lieu of all or any portion of any item set forth herein, or in lieu of any
addition or increase in any item or any portion thereof set forth herein.
Notwithstanding the foregoing, Real Estate Taxes shall not include (a) any
inheritance, estate, succession, transfer, gift, franchise or capital stock tax;
(b) any income taxes arising out of or related to ownership and operation of
income-producing real estate; (c) any excise taxes imposed upon Owner based upon
gross or net rentals or other income received by it; or (d) assessments for
improvements completed prior to the Commencement Date.

                  40.1.2 "Base Tax Year" shall mean the target assessment as of
the date of this Lease for the fiscal year commencing July 1, 2007 and ending
June 30, 2008.

                  40.1.3 "Base Tax" shall mean the amount of Taxes, as finally
determined, payable by Owner for the Base Tax Year.

                  40.1.4 "Tax Year" shall mean each twelve (12) month period
falling wholly or partly within the term of this Lease and commencing on the
first day next succeeding the Base Tax Year or any anniversary of said date.

                  40.1.5 "Tenant's Proportionate Share" shall mean, the number
of gross square feet included in the demised premises at any given time divided
by the number of gross square feet included in the entire Building, each such
footage as measured by the Measurement Standard.

                                      -20-
<PAGE>


                  40.1.6 Owner shall take advantage of all programs which reduce
or freeze real estate tax assessments in connection with capital improvements
made to the Building.

                  40.2 If the Taxes for any Tax Year shall be greater than the
Base Tax (the amount of such excess being hereinafter referred to as the "Tax
Excess"), Tenant shall pay Owner as additional rent for such Tax Year, in
addition to any other additional rent required under this Lease, an amount equal
to Tenant's Proportionate Share of such Tax Excess (such amount of additional
rent being hereinafter referred to as the "Tax Payment"). The Tax Payment shall
be prorated, if necessary, for the first and final Tax Years. Tenant shall pay
the Tax Payment based on the Taxes (which, to the extent necessary, may be
estimated by Owner in its sole discretion) as initially assessed, levied or
imposed, subject to an adjustment, if any.

                  40.3 Before or after the beginning of each Tax Year, Owner
shall submit to Tenant a written statement (hereinafter referred to as the "Tax
Statement") with respect to such Tax Year, which Tax Statement shall set forth
the following: (a) the Tax Year covered by the Tax Statement; (b) the Base Tax;
(c) the Taxes (which, to the extent necessary, may be estimated by Owner in its
sole discretion) for the Tax Year covered by the Tax Statement; (d) the Tax
Excess; and (e) a computation of Tenant's Proportionate Share of the Tax Excess
(the Tax Payment) for the Tax Year covered by the Tax Statement and the amount
of the equal monthly installments thereof.

                  40.4 After Owner has submitted to Tenant the Tax Statement
with respect to any Tax Year, Tenant shall pay Owner, as additional rent for
such Tax Year, the Tax Payment shown on such Tax Statement as due Owner for such
Tax Year, in equal monthly installments, in advance, on the first day of each
and every month, together with the monthly installments of fixed rent,
commencing with the installment of fixed rent next due after the date of
submission of such Tax Statement following the Base Tax Year. Each installment
of such Tax Payment due shall be in an amount equal to one-twelfth (1/12th) of
such Tax Payment.

                  40.5 If a Tax Statement showing a Tax Payment due Owner for
any Tax Year is submitted by Owner (who will use best efforts to have Tax
Statements available to Tenant at the commencement of the Tax Year in respect of
which such Tax Statement is rendered), and after the time when one or more
installments thereof would have otherwise been due and payable had such Tax
Statement been submitted to Tenant at or prior to the commencement of such Tax
Year, Tenant shall pay Owner, as additional rent, within twenty (20) days after
the submission of such Tax Statement, an amount equal to the total of all the
monthly installments that are unpaid and due for the period elapsed prior to the
first day of the month next succeeding the month during which such Tax Statement
is submitted. Such amount due shall be equal to the product obtained by
multiplying the Tax Payment due for such Tax Year by a fraction, the denominator
of which shall be twelve (12), and the numerator of which shall be the number of
months of such Tax Year elapsed prior to the first day of the month next
succeeding the month during which such Tax Statement is submitted. Appropriate
credit, if any, against such amount due shall be given in accordance with the
provisions of Paragraph 40.6 hereof.

                  40.6 Until submission by Owner to Tenant of the Tax Statement
for the second and each subsequent Tax Year, Tenant shall continue to pay Owner,
as additional rent, on the first day of each and every month of the then current

                                      -21-
<PAGE>

Tax Year until the first day of the month next succeeding the month during which
such Tax Statement is submitted, the monthly installment of the Tax Payment for
the Tax Year immediately preceding such current Tax Year. The total amount of
such monthly payments paid during such current Tax Year shall be credited
towards the Tax Payment due Owner for such current Tax Year or towards the
amount due Owner pursuant to the provisions of Paragraph 40.5 hereof, and
appropriate adjustment, as of the end of the month during which such Tax
Statement is submitted, shall be made between Owner and Tenant.

                  40.7 If during the term of this Lease, the Taxes (or any
portion thereof) for any Tax Year shall be payable, in full or in quarterly or
other installments, on any date or dates other than as required on the date
hereof, the Tax Payment due Owner hereunder for such Tax Year shall be due and
payable in full within twenty (20) days after the submission by Owner to Tenant
of a statement therefor.

                  40.8 If the Base Tax is reduced as a result of a final
determination of any appropriate proceeding, settlement or otherwise, then the
Base Tax, as finally determined, shall be regarded as the Base Tax, and the Tax
Payment theretofore paid or payable by Tenant hereunder with respect to any Tax
Year shall be adjusted on the basis of such reduction. In such event, Tenant
shall pay Owner, as additional rent, within ten (10) days after receipt of a
written statement from Owner setting forth the amount and basis of such
adjustment, any deficiency between the amount of such Tax Payment as theretofore
computed and the amount thereof due as a result of such adjustment. If Owner
shall receive a refund of Taxes for any Tax Year during which Tenant has paid a
Tax Payment, as a result of a final determination of any proceeding, settlement
or otherwise, then the proceeds of such refund, less reasonable attorneys' fees
and all other fees, costs and expenses incurred in securing the same, shall be
applied and allocated to the period for which such refund was obtained, and
Owner shall either pay Tenant Tenant's Proportionate Share of such net amount
allocated to said period or, at Owner's sole option, credit the amount thereof
against any amount then or thereafter becoming due to Owner under the provisions
of this Lease or otherwise. Tenant's Proportionate Share of such net amount
shall be limited to the amount of additional rent paid by Tenant to Owner for
such period pursuant to this Article 39 on the basis of the initial assessment
prior to such reduction.

                  40.9 Owner shall be under no obligation to contest the Taxes
for any Tax Year or to refrain from contesting the same, and may settle any such
contest on such terms as Owner in its sole discretion shall consider proper.

                  40.10 If the first day of the term of this Lease is not the
first day of a Tax Year, or if the final day of the term of this Lease is not
the final day of a Tax Year, then the Tax Payment due as additional rent
hereunder for such first or final Tax Year shall be equal to the product
obtained by multiplying the Tax Payment for such Tax Year, calculated in
accordance with the provisions of this section, by a fraction, the denominator
of which shall be twelve (12), and the numerator of which shall be the number of
months commencing in such first or final Tax Year. If a Tax Statement is
submitted to Tenant at or after the expiration or termination of this Lease,
Tenant shall pay Owner the Tax Payment due within twenty (20) days after such


                                      -22-
<PAGE>

submission.

                  40.11 Anything to the contrary contained in this Article 40
notwithstanding, the additional rent for each Tax Year under this Article 40
shall be limited to one and one-half percent (1 1/2%) of the Base Rent for the
immediately preceding Lease Year, provided such increases shall be cumulative.

         41.  FUEL COST ESCALATION.

                  41.1 Definitions: For the purposes of this Article 41:

                  41.1.1 "Fuel" shall mean # 4 Oil.

                  41.1.2 "Base Fuel Year" shall mean calendar year 2008.

                  41.1.3 "Base Fuel Cost" shall mean the cost of Fuel utilized
to operate the central heating system of the Building.

                  41.1.4 "Fuel Year" shall mean each twelve (12) month period
falling wholly or partly within the term of this Lease and commencing on the
first day next succeeding the Base Fuel Year or any anniversary of said date.

                  41.1.5 "Fuel Cost" shall mean the cost of Fuel utilized to
operate the central heating system of the Building.

                  41.1.6 "Tenant's Proportionate Share" shall mean the number of
square feet included in the demised premises (weighted average over the calendar
year as applicable) at any given time divided by the number of square feet
included in the Building, each such square footage determined by the Measurement
Standard.

                  41.2 If the Fuel Cost for any Fuel Year shall be greater than
the Base Fuel Cost (the amount of such excess being hereinafter referred to as
the "Fuel Excess"), Tenant shall pay Owner as additional rent for such Fuel
Year, in addition to any other additional rent required under this Lease, an
amount equal to Tenant's Proportionate Share of such Fuel Excess (such amount of
additional rent being hereinafter referred to as the "Fuel Payment"). The Fuel
Payment shall be prorated, if necessary, for the first and final Fuel Years.

                  41.3 Before or after the beginning of each Fuel Year, Owner
shall submit to Tenant a written statement (hereinafter referred to as the "Fuel
Statement") with respect to such Fuel Year, which Fuel Statement shall set forth
the following: (a) the Fuel Year covered by the Fuel Statement; (b) the Base
Fuel Cost; (c) the Fuel Cost (which, to the extent necessary, may be estimated
by Owner in its sole discretion) for the Fuel Year covered by the Fuel
Statement; (d) the Fuel Excess; and (e) a computation of Tenant's Proportionate
Share of the Fuel Excess (the Fuel Payment) for the Fuel Year covered by the
Fuel Statement and the amount of the equal monthly installments thereof.

                  41.4 After Owner has submitted to Tenant the Fuel Statement
with respect to any Fuel Year, Tenant shall pay Owner, as additional rent for
such Fuel Year, the Fuel Payment shown on such Fuel Statement as due Owner for
such Fuel Year, in equal monthly installments, in advance, on the first day of
each

                                      -23-
<PAGE>

and every month, together with the monthly installments of fixed rent,
commencing with the installment of fixed rent next due after the date of
submission of such Fuel Statement following the Base Fuel Year. Each installment
of such Fuel Payment due shall be in an amount equal to one-twelfth (1/12th) of
such Fuel Payment.

                  41.5 If a Fuel Statement showing a Fuel Payment due Owner for
any Fuel Year is submitted by Owner (who will use best efforts to have Fuel
Statements available to Tenant at the commencement of the Fuel Year in respect
of which such Fuel Statement is rendered), and after the time when one or more
installments thereof would have otherwise been due and payable had such Fuel
Statement been submitted to Tenant at or prior to the commencement of such Fuel
Year, Tenant shall pay Owner, as additional rent, within twenty (20) days after
the submission of such Fuel Statement, an amount equal to the total of all the
monthly installments that are unpaid and due for the period elapsed prior to the
first day of the month next succeeding the month during which such Fuel
Statement is submitted. Such amount due shall be equal to the product obtained
by multiplying the Fuel Payment due for such Fuel Year by a fraction, the
denominator of which shall be twelve (12), and the numerator of which shall be
the number of months of such Fuel Year elapsed prior to the first day of the
month next succeeding the month during which such Fuel Statement is submitted.
Appropriate credit, if any, against such amount due shall be given in accordance
with the provisions of Paragraph 41.6 hereof.

                  41.6 Until submission by Owner to Tenant of the Fuel Statement
for the second and each subsequent Fuel Year, Tenant shall continue to pay
Owner, as additional rent, on the first day of each and every month of the then
current Fuel Year until the first day of the month next succeeding the month
during which such Fuel Statement is submitted, the monthly installment of the
Fuel Payment for the Fuel Year immediately preceding such current Fuel Year. The
total amount of such monthly payments paid during such current Fuel Year shall
be credited towards the Fuel Payment due Owner for such current Fuel Year or
towards the amount due Owner pursuant to the provisions of Paragraph 41.5
hereof, and appropriate adjustment, as of the end of the month during which such
Fuel Statement is submitted, shall be made between Owner and Tenant.

                  41.7 If the first day of the term of this Lease is not the
first day of a Fuel Year, or if the final day of the term of this Lease is not
the final day of a Fuel Year, then the Fuel Payment due as additional rent
hereunder for such first or final Fuel Year shall be equal to the product
obtained by multiplying the Fuel Payment for such Fuel Year, calculated in
accordance with the provisions of this section, by a fraction, the denominator
of which shall be twelve (12), and the numerator of which shall be the number of
months commencing in such first or final Fuel Year. If a Fuel Statement is
submitted to Tenant at or after the expiration or termination of this Lease,
Tenant shall pay Owner the Fuel Payment due within twenty (20) days after such
submission.

         42. TENANT'S WORK.

                  42.1 Tenant, at Tenant's sole cost and expense, and in a good
and workmanlike manner, shall make and complete work (the "Tenant's Work") in
and to the demised premises as has or shall be reduced in accordance with
Article 37 of this Lease. With respect to Tenant's Work, Tenant shall, subject
to Owner's reasonable approval, such approval not to be unreasonably withheld or

                                      -24-
<PAGE>

delayed, have the right to designate a general contractor or construction
manager, which general contractor or construction manager may be Tenant or an
affiliate of Tenant.

                  42.2 Tenant, at Tenant's sole cost and expense, shall cause to
be prepared a preliminary plan or set of plans (which said plan or set of plans,
as the case may be, are hereinafter called the "plan") which shall contain
information relating to the construction of the demised premises and the
engineering in connection therewith and any effect on building systems. The plan
shall be submitted by Tenant to Owner for Owner's approval, which approval shall
not be unreasonably withheld or delayed and shall be based solely upon (i) the
effect of Tenant's Work upon the Building engineering specifications and
systems, and (ii) the effect of Tenant's Work on the structure of the Building
(i.e., Tenant's Work must not be structural in nature except that installation
of chaseways/vertical risers having a diameter of not more than twelve inches
between contiguous floors of the demised premises shall be deemed not to be
structural in nature). If Owner shall disapprove the plan, Owner shall set forth
its reasons for such disapproval and itemize those portions of the plan so
disapproved. In the event Owner disapproves the plan, Tenant shall make such
changes to the plan as Owner shall reasonably require and shall thereupon
resubmit the revised plan for Owner's approval in accordance with this Section.
Owner shall not be deemed unreasonable in withholding its consent to the extent
that the plan prepared by Tenant pursuant hereto involves the performance of
work or the installation of materials or equipment which do not equal or exceed
the standard of quality adopted by Owner for the Building. In connection with
the review of Tenant's plan, Owner shall not be entitled to any fee or overhead
payment, but Tenant shall reimburse Owner for its actual, out-of-pocket expense
within thirty (30) days after being invoiced therefor. In accordance with the
plan and such other plans and specifications as may be approved by Owner,
Tenant, at Tenant's expense, will make and complete Tenant's Work. Tenant shall
have the right to revise the plan, provided Tenant has received Owner's prior
written consent, such consent not to be unreasonably withheld or delayed, to
such revision. Final plans will be delivered to Owner as they become available,
for Owner's approval, such approval not to be unreasonably withheld or delayed,
pursuant to this Section. Anything to the contrary contained in this Section
42.2 notwithstanding, Tenant shall be permitted to, and shall only be required
to, complete Tenant's build-out to the extent of plans filed with and approved
by the New York City Buildings Department.

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

                           (a) Tenant, at Tenant's expense, shall file all
required architectural, mechanical and electrical drawings and obtain all
necessary permits, and shall furnish and perform all engineering and engineering
drawings in connection with Tenant's Work.

                           (b) Prior to Tenant's occupancy of any portion of the
demised premises to which Tenant's Work has been performed for the conduct of
Tenant's business, Tenant, at its expense, shall procure a temporary certificate
of completion for such portion or shall receive written advice from such local
authority permitting lawful occupancy pending issuance of a certificate of
completion. Owner agrees to cooperate with Tenant in obtaining all permits and
certificates pursuant to this Section, and, if requested, Owner agrees to join
in applications therefor.

                                      -25-
<PAGE>


                           (c) Tenant shall cause all work to be performed by a
licensed and insured contractor subject to all terms and conditions set forth in
this Lease.

                  42.4 Owner agrees to make a contribution of Two Million One
Hundred Fifty Thousand Dollars ($2,150,000.00) ("Owner's Contribution") to be
paid by Owner to Tenant as progress payments on a monthly basis upon Tenant
providing invoices for the subject work from the subject contractors. Any
request by Tenant for payment of Owner's Contribution shall be accompanied by
(i) copies of invoices from contractors performing the portion of Tenant's Work;
(ii) a certificate executed by Tenant and Tenant's architect that such portion
of Tenant's Work (other than soft costs) has been completed in a manner
satisfactory to such parties; and (iii) a certificate and partial lien waiver
from the contractor performing such work (other than soft costs) that such
contractor has been paid in full for all prior invoices of such contractors that
have been submitted to Owner for payment. The final payment ten percent (10%)
retainage shall be conditioned upon Owner's receiving (a) final waivers of lien
from all contractors and subcontractors, and (b) an architect's certification
that all Tenant Work has been completed in compliance in all material respects
with all applicable laws. Any portion of Owner's Contribution which is not
applied to the cost of Tenant's Work (including soft costs such as, but without
limitation, legal, architectural, engineering and expeditor fees and
disbursements and the costs of permits and filing fees) shall be a rent credit
to be applied to Base Rent next coming due under this Lease. Anything to the
contrary contained in this Section 42.4 notwithstanding and regardless of the
state of completion of Tenant's installation, it is a material provision of this
Lease that Tenant shall have received the Owner's Contribution by direct payment
or by rent credits no later than the third (3rd) anniversary of the Commencement
Date, and to the extent the entire Owner's Contribution except for ten percent
(10%) retainage if applicable has not been paid prior to the third (3rd)
anniversary of the Commencement Date, Owner shall pay Tenant the portion of
Owner's Contribution not yet paid on the third (3rd) anniversary of the
Commencement Date, time being deemed of the essence.

                  42.5 Tenant may submit the plan to Owner in stages and perform
Tenant's Work in stages, as determined in Tenant's sole discretion.

         43. "AS-IS" CONDITION. Tenant has examined and inspected the demised
premises, and agrees to accept said demised premises in their condition existing
on the date hereof. Owner shall not be obligated to perform any work within the
demised premises unless otherwise expressly provided herein. Owner shall use
commercially reasonable standards to maintain the exterior of the Building and
sidewalks to industry standard.

         44. INDEMNITY, LIABILITY INSURANCE.

                  44.1 The provisions of this Article 44 shall be in addition to
and not in limitation of the provisions of Article 8 hereof.

                  44.2 Tenant shall indemnify and hold Owner and Owner's
managing agent harmless from and against any and all claims by or on behalf of
any person, firm or corporation, arising from any work or thing whatsoever done
by or on behalf of Tenant in or about the demised premises, and shall indemnify

                                      -26-
<PAGE>

and hold Owner and Owner's managing agent harmless from and against any and all
claims arising from any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of Tenant to be performed
or observed pursuant to the terms of this Lease, or arising from any act or
negligence of Tenant, or any of its agents, contractors, servants, employees or
licensees, and from and against all costs, losses, injuries, expenses and
liabilities, including, without limitation, reasonably attorneys' fees,
resulting from any such claim or action or proceeding brought thereon; and in
the event that any action or proceeding is brought against Owner or Owner's
managing agent by reason of any such claim, Tenant, upon notice from Owner,
shall resist or defend, at Tenant's sole cost and expense, such action or
proceeding by counsel satisfactory to Owner. Owner will not unreasonably
withhold its approval of said counsel.

                  44.3 Tenant shall, at its sole cost and expense, provide on or
before the date of this Lease and keep in force at all times during the term of
this Lease, for the benefit of Owner, Owner's managing agent and Tenant, a
policy of commercial general liability insurance naming Owner and Owner's
managing agent and such other parties as Owner may reasonably, from time to
time, designate, as additional insureds against any liability whatsoever
occasioned by accident on or about the demised premises or any appurtenances
thereto, and an endorsement to such policy whereby the insurer shall insure
Tenant's indemnity obligation pursuant to Articles 8 and 44 hereof. Such policy
shall be written by good and solvent United States insurance companies doing and
licensed to do business in the State of New York and reasonably satisfactory to
Owner, and the limits of liability thereunder shall not be less than the amount
of Three Million Dollars ($3,000,000) in respect of any one person, in the
amount of Two Million Dollars ($2,000,000) in respect of any one accident, and
in the amount of Two Million Dollars ($2,000,000) in respect of property damage.
Prior to the commencement of the term of this Lease, Tenant shall deliver to
Owner a certificate evidencing such policy and endorsement. Such policy or
certificate shall require the insurer to give at least thirty (30) days written
notice to Owner prior to the cancellation, expiration or modification thereof.
Such insurance may be carried under a blanket policy covering the demised
premises and other locations, if any, of Tenant, provided such blanket policy
conforms in amounts and all other respects to the provisions of this Lease. Each
insurance policy maintained by Tenant pursuant to this Paragraph 44.2 shall
expressly provide that no act or omission of Tenant shall affect the validity of
such policy, its enforceability by Owner or Owner's managing agent, or the
continued responsibility thereunder, as regards Owner and Owner's managing
agent, of the insurer. Tenant shall also insure all of Tenant's alterations,
equipment, and fixtures in a commercially reasonable amount.

                  44.4. Owner shall maintain All Risk insurance in respect of
the Building and other improvements on the Land normally covered by such
insurance for the benefit of Owner and any other parties Owner may at any time
and from time to time designate, and shall maintain rent insurance. The All Risk
insurance will be in an amount not less than the amount sufficient to avoid the
effect of the co-insurance provisions of the applicable policy or policies.

         45.  TENANT'S ALTERATIONS.

                  45.1 In accordance with the provisions of Article 3 hereof,
Tenant shall not make, or permit the making of, any alterations, additions,
installations or improvements in or to the Building or any part thereof except
with the prior written consent of Owner. Owner acknowledges that Tenant may
desire to make certain interior alterations, additions, installations and
improvements in and to the demised premises including Tenant's Work and Owner

                                      -27-
<PAGE>

agrees not to unreasonably withhold or delay its consent provided that such
changes do not affect the structural integrity of or utility systems in the
Building and do not materially or adversely affect the value of the demised
premises. Anything to the contrary contained in the two (2) immediately
preceding sentences, Tenant shall not require the consent of Owner to make
interior alterations, additions and improvements in and to the demised premises
except to the extent such consent is required under the terms of Article 42 of
this Lease. Tenant shall have the right to erect exterior signs subject to
Owner's approval as to size, location and content which approval shall not be
unreasonably withheld or delayed. All alterations, additions, installations and
improvements made pursuant to Article 3 hereof and this Article 45 shall be made
(a) at Tenant's sole cost and expense, (b) in accordance with the plans approved
by Owner which approval shall not be unreasonably withheld or delayed; (c) by
persons or firms reasonably acceptable to Owner, and (d) must comply in all
material respects with all laws and ordinances with the Owner retaining the
right to correct or remove such alterations, additions, installations, and
improvements at the Tenant's expense if they not meet such criteria and (e) at
such times and in such manner as Owner may reasonably designate, and shall
otherwise be made in accordance with the terms and conditions set forth in
Article 3 hereof and this Article 45. All materials and equipment incorporated
in the demised premises pursuant to Article 3 hereof and this Article 45 shall
be of first quality and shall not be subject to any lien, encumbrance, chattel
mortgage, security agreement or title retention whatsoever. To the extent
exterior signage is permitted for tenants of the Building, Tenant's right to
exterior signage shall provide for surface coverage not less than Tenant's pro
rata share based upon Tenant's leased space.

                  45.2 Anything to the contrary contained in Articles 3, 42 and
45 of this Lease notwithstanding, Owner's consent or approval, as otherwise
provided for in said Articles of this Lease, shall not be required for any
alterations by Tenant costing a cumulative amount of $100,000.00 or less.

         46.  ELECTRICITY.

                  46.1 Owner shall supply electricity to the demised premises in
accordance with the provisions of this Article 46. For the purposes of this
Article 46, Owner and Tenant agree that the term "Cost per Kilowatt hour" shall
mean the total cost for electricity incurred by Owner to service the demised
premises, as measured by the meter servicing that portion of the Building in
which the demised premises are located, during a particular time period
(including all applicable surcharges, demand charges, energy charges, fuel
adjustment charges, time of day charges, Fuel Cost and other sums payable in
respect thereof) divided by the total kilowatt hours purchased by Owner during
such period.

                  46.2 Electricity shall be supplied by Owner to service the
demised premises and Tenant shall pay to Owner, as additional rent, an amount
determined by applying the Cost per Kilowatt hour to Tenant's consumption of and
demand for electricity within the demised premises as recorded on the submeter
or submeters servicing the demised premises. Owner shall supply a minimum of
five (5) watts per rentable square foot of electrical power connected load
(exclusive of base Building systems) to the demised premises. Where more than
one meter measures the electric service to Tenant, the electric service rendered
through each meter shall be computed and billed separately in accordance with
the provisions hereinafter set forth. Bills for the electricity additional rent

                                      -28-
<PAGE>

shall be rendered to Tenant at such time as Owner may elect. The costs incurred
by Owner for meter readings for those meters and sub-meters that measure the
electric service supplied to Tenant, and the costs incurred by Owner in the
maintenance of such meters and sub-meters, shall be solely Tenant's
responsibility. Owner shall have the right, but not the obligation to directly
meter the demised premises. If Owner directly meters the demised premises,
Tenant shall pay its utility costs directly to the utility provider.

                  46.3 Tenant shall furnish and install, at Tenant's sole cost
and expense, all original and replacement lighting tubes, lamps, bulbs, fixtures
and ballasts as Tenant may require in the demised premises.

         47. BUILDING RENOVATIONS.

                  47.1 Promptly after the Commencement Date, Owner shall
undertake a renovation of the Property at its sole cost and expense, except
where noted herein, which will last approximately 18 to 24 months. Owner shall
provide Tenant with (i) a monthly report regarding the progress of the
renovations (including interim drawings, if applicable) commencing on the
Commencement Date and (ii) its final drawings within 90 days of the Commencement
Date. The renovation shall be conducted to minimize at all times the
inconvenience of the Tenant. As part of this renovation, Owner shall provide the
following:

                           (i) Replace all existing windows, with openable,
insulated glass "office style" windows, with full window areas restored; unless
"Blank Windows or ventilation louvers" are required as per Building Department
Code in elevator shafts, etc.;

                           (ii) Expand and improve current lobby; lobby shall be
no less than 2 times current size, which is approximately 550 sq. ft.;

                           (iii) Replace and/or renovate existing passenger
elevator, which shall be to a standard for new elevators; Owner will use its
best efforts to add a second passenger elevator to the Building, which shall be
to a standard for new elevators and shall construct a second entrance and lobby
for such elevator if the second passenger elevator is not in the general
vicinity of the existing passenger elevator; Tenant shall have non- exclusive
use of all of the Building's elevators during its tenancy; If Owner is unable to
add a second passenger elevator to the Building due to the cost of such
construction being in excess of $350,000, then Owner shall (a) convert the
freight elevator on the Western portion of the Building to a dual purpose
passenger/freight elevator (the primary purpose would be passenger) with the
interior being substantially similar to the replaced or renovated passenger
elevator, (b) construct a second entrance and lobby to the Building in close
proximity to the Western dual purpose elevator; and (c) reduce Tenant's square
footage on the sixth floor (and the fifth floor if Tenant leases the western
portion of such floor) by the amount of square footage necessary to create a
reception/lobby area for the Tenant on the western portion of the sixth (and
fifth, if applicable) floors in comparable size to the Tenant's current
reception area on the 6th floor;

                           (iv) Automate the freight elevators, with the intent
that at least one of them can be dual (passenger/freight) purpose;

                                      -29-
<PAGE>


                           (v) Provide 24 hours per day, 7 days per week access
to the Building protected by accessible video surveillance of the front door
with remote access controls situated in Tenant's premises, and individual
card/code access to the front door;

                           (vi) Provide a general reception area with personnel,
building access control; services to be provided from 8 a.m. to 5 p.m., 5 days a
week; receptionist services shall be chargeable to the Tenant as per Tenant's
Proportionate Share; and

                           (vii) Improve the exterior of Building, to be
reasonably comparable to rendering attached hereto as Exhibit C; As Tenant will
have Building naming rights pursuant to Section 68 hereof, Tenant will have
exclusive signage rights on the canopy and on either the roof or top floor
facade of the Building; Tenant agrees that other tenants who lease at least one
full floor of the Building shall have the right to place their signage on the
ground level facade or on the side facade of the Building, provided that the
signage of any other tenants is not more prominent than Tenant's signage; any
signage shall be at a location and size to be mutually agreed between the
parties; Tenant shall solely determine the specific design of its signage. Owner
shall ensure that all other tenant signage will adhere to content and design
standards commensurate with a first class commercial building.

                  47.2 (i) The parties agree that Tenant shall be allowed to
operate the existing cafeteria on the Third Floor of the Building (the "Existing
Cafeteria") at Tenant's expense. Tenant will make the Existing Cafeteria
available for on-site consumption purposes only to other tenants (and their
invitees) of the Building, and Owner shall ensure that its lease agreements with
other tenants of the Building shall contain a provision to indicate that the
Existing Cafeteria shall be for on-site consumption purposes only. So long as
Tenant is paying Owner the monthly Base Rent relating to the East Space on the
Third Floor of the Building (which such space includes the Existing Cafeteria)
pursuant to the terms of Section 37.1 and in the amount set forth on Schedule I,
Tenant shall be obligated to pay the operator of the Existing Cafeteria any
financial support required by such operator, but Tenant shall not be required to
pay Owner any additional amounts in connection with the operation of the
Existing Cafeteria. Notwithstanding the foregoing, upon such time, if any, that
Tenant is no longer paying Owner the monthly Base Rent relating to the East
Space on the Third Floor of the Building, Tenant shall be required to pay Owner
rent at $12.50 per square foot (for the approximately 3,000 square feet of the
Existing Cafeteria) in connection with the operation of the Existing Cafeteria
(but shall not be required to pay Tenant's Proportionate Share of any common
area costs for the Existing Cafeteria) and shall be obligated to pay the
operator of the Existing Cafeteria any financial support required by such
operator. To the extent that Tenant decides, at its option, to discontinue
Tenant's financial support of the Existing Cafeteria, Tenant shall provide Owner
with thirty (30) days prior written notice of such event, and Owner shall not be
required to replace the Existing Cafeteria with another eatery as provided
below.

                           (ii) Notwithstanding anything to the contrary herein,
Owner shall have the right, at its discretion and at any time, to replace the
Existing Cafeteria with an eatery (the "New Cafeteria") offering comparable or
superior food services anywhere within the Building, subject to the following
provisions:

         o     the size of the New Cafeteria shall not be below 2,500 square
               feet;

                                      -30-
<PAGE>

         o     the New Cafeteria shall only serve Building tenants and their
               guests and not the general public;
         o     all construction and related costs of the New Cafeteria shall be
               at Owner's expense; and
         o     Tenant shall pay Tenant's Proportionate Share of the cost of
               operating the New Cafeteria (including any reasonable amounts
               paid to the cafeteria operator to subsidize operations).

                  47.3 At the Commencement Date, a specific monetary set aside
in the amount of no less than $5,000,000 in the form of a construction loan or
cash account designated for renovation shall be exhibited to Tenant as evidence
and intent of the financial ability of Owner to complete the building
renovations outlined in Section 47.1, which Tenant shall rely on as Owner's
guarantee to complete all renovations outlined herein. In the event the Owner
fails to perform the renovations, in whole or part, as outlined in Section 47.1,
then Owner and Tenant agree, for each and every such failure, to have all claims
adjudicated solely through binding arbitration under the rules and auspices of
the American Arbitration Society, with both parties to share in all arbitration
fees equally.

         48. RESTRICTION ON USES. So long as Tenant is a tenant of the Building,
Owner shall not enter into any lease, or permit occupancy of the Building,
providing for any of the uses set forth on Schedule II attached to and made a
part of this Lease.

         49. LIMITATION OF LIABILITY. Whether Owner or any successor in interest
be an individual, joint venture, tenancy in common, co-partnership,
unincorporated association or other unincorporated aggregate of individuals or a
corporation (all of which are referred to herein, individually and collectively,
as the "Owner"), then, anything elsewhere to the contrary notwithstanding, if at
any time Owner shall be or shall become liable to Tenant under the terms of this
Lease or otherwise, such liability of Owner shall be limited to Owner's interest
in the demised premises and no other property or assets of Owner shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's claims.

         50. SAVING PROVISION. If any provision of this Lease, or its
application to any situation, shall be invalid or unenforceable to any extent,
the remainder of this Lease, or the application thereof to situations other than
those as to which it is 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.

         51. LEASE NOT BINDING UNLESS EXECUTED. Submission by Owner of this
Lease for execution by Tenant shall confer no rights nor impose any obligations
on either party unless and until both Owner and Tenant shall have executed this
Lease and duplicate originals thereof shall have been delivered by each party to
the other.

         52. INTEREST ON LATE PAYMENTS. If Owner shall not have received any
payment due Owner from Tenant under the provisions of this Lease, including,
without limitation, any payment of fixed rent, additional rent or any portion,
installment or adjustment thereof, within ten (10) days of the due date, then
interest shall become due and owing to Owner on such payment from the date when
it was first due, and the amount thereof shall constitute additional rent under

                                      -31-
<PAGE>

the terms of this Lease and shall be collectible as such. The interest shall be
computed at the rate of five percent (5%) per annum over the prime rate of The
Chase Manhattan Bank, N.A., or its successor in interest, then in effect, but in
no event shall such interest be computed at a rate in excess of the maximum
legal rate of interest then chargeable to Tenant in the State of New York. The
payment of interest as provided in this Article 52 shall be without prejudice,
and in addition, to any of Owner's rights and remedies under this Lease or at
law for the default by Tenant in fulfilling the covenant to pay fixed or
additional rent beyond the applicable notice and cure period. Tenant shall pay
an administrative fee of 2% of the payment due for any payment not received by
Owner within ten (10) days after the due date.

         53. SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT. Anything
to the contrary contained in this Lease notwithstanding, this Lease shall be
subordinate to any now or hereafter existing ground or underlying lease or
mortgage encumbering the building of which the demised premises forms a part,
and any renewals, modifications, and consolidations thereof, but only if, and
upon the express condition that, the lessor under any such ground or underlying
lease, or the holder of any such mortgage, as the case may be, enters into a
Subordination, Non-Disturbance and Attornment Agreement ("SNDA") with Tenant
which is reasonably satisfactory to the holder of such Mortgage, and Tenant
shall execute such document within fifteen (15) business days of receipt,
provided that such SNDA shall provide the Tenant protection from dispossession
in the event of the foreclosure of any mortgage or termination of any ground or
underlying lease, provided that Tenant is not in default of this Lease beyond
any applicable cure periods.

         54. CONSENTS AND APPROVALS. Wherever in this Lease Owner's consent or
approval is required, if Owner shall delay or refuse such consent or approval,
Tenant in no event shall be entitled to make, nor shall Tenant make, any claim,
and Tenant hereby waives any claim, for money damages (nor shall Tenant claim
any money damages by way of set-off, counterclaim or defense) based upon any
claim or assertion by Tenant that Owner unreasonably withheld or unreasonably
delayed its consent or approval. Tenant covenants and agrees that Tenant's sole
remedy shall be an action or proceeding for a declaratory judgment.

         55. INTENTIONALLY OMITTED.

         56. ASSIGNMENT AND SUBLETTING.

                  Tenant may sublet all or a portion of the demised premises or
assign this Lease with Owner's prior written consent which shall not be
unreasonably withheld or delayed provided that:

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

                           (b) In the reasonable judgment of the Owner the
proposed subtenant or assignee is financially responsible with respect to its

                                      -32-
<PAGE>

proposed obligations under the proposed agreement and is of a character and
engaged in a business which is in keeping with the standards of the Building.

                           (c) An executed duplicate original in a form
reasonably satisfactory to Owner for review by Owner's counsel of such
subleasing or assignment agreement shall be delivered to Owner at least thirty
(30) days prior to the effective date thereof. In the event of any assignment,
Tenant will deliver to Owner at least thirty (30) days prior to the effective
date thereof an assumption agreement wherein the assignee agrees to assume all
of the terms, covenants and conditions of this Lease to be performed by Tenant
hereunder and which provides that Tenant named herein and such assignee shall,
after the effective date of such assignment, be jointly and severally liable for
the performance of all of the terms, covenants and conditions of this Lease.

                           (d) Without limiting the terms upon which Tenant may
assign or sublet, Tenant further agrees that it shall not at any time publicly
advertise at a rental rate less than the fixed rent plus any additional rent
then payable hereunder, for assignment or sublease of all or part of the demised
premises (but listing of the demised premises with a broker shall not violate
this section).

                           (e) Tenant shall have no right to assign this Lease
or sublet the same to any existing Tenant or occupant of the building or to any
party who is dealing with or has dealt with Owner or Owner's agent with respect
to space then still available for rent in the Building within the six (6) months
immediately preceding Owner's receipt of Tenant's notice pursuant to Section (h)
of this Article 56.

                           (f) Tenant shall not be in monetary default beyond
the applicable notice and cure period with respect to its obligations under this
Lease and shall have complied and shall comply with each of the provisions in
this Article 56.

                           (g) The consent by Owner to any assignment,
subletting or occupancy shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or subletting.

                           (h) If Tenant shall desire to assign this Lease or
sublet the demised premises, Tenant shall send Owner written notice thereof at
least thirty (30) days prior to the intended date thereof, which notice shall
contain the terms and conditions of any such proposed assignment or subletting.
Owner shall have the right within thirty (30) days after receipt of Tenant's
notice to cancel this Lease with respect to the portion of the demised premises
to be assigned or sublet. Owner shall notify Tenant in writing of such
cancellation, in which event, and such date as proposed by Tenant shall then be
deemed to be the expiration of the term of this Lease with respect to the
portion of the demised premises to be assigned or sublet subject to all the
provisions hereof relating thereto and Tenant shall be responsible for all
obligations and payments to be made by it accruing prior to such expiration
date. In the event Owner does not recapture under this provision 56(h), Tenant
shall be permitted to make the sublease or assignment, as applicable, subject
only to the terms of provision 56(b). Owner shall not have the right of
cancellation under this provision (h) if the proposed sublease is for a term of
two (2) years or less.

                                      -33-
<PAGE>


                           (i) Intentionally Omitted.

                           (j) Tenant hereby waives any claim against Owner for
money damages which it may have based upon any assertion that Owner has
unreasonably withheld or unreasonably delayed any consent to an assignment or
subletting pursuant to this Article 56. Tenant agrees that its sole remedy shall
be an action or proceeding to enforce such provision or for specific
performance.

                           (k) Tenant shall reimburse Owner within twenty (20)
days after demand for any reasonable costs, fees and expenses that may be
incurred by Owner in connection with such sublease or assignment, including but
not limited to the cost of making investigations as to the acceptability of the
proposed subtenant or assignee and reasonable legal costs incurred in connection
with the granting of any requested consent.

                           (l) No sublease or assignment shall be valid and no
sublessee or assignee shall take possession of the demised premises or any part
thereof, until an executed counterpart of such sublease or assignment has been
delivered to Owner.

                           (m) Each sublease and assignment shall provide that
it is subject and subordinate to this Lease and to matters to which this Lease
is or shall be subordinate, and shall further provide that in the event of
termination, re-entry or dispossession by Owner under this Lease, Owner may, at
its option take over all of the right, title and interest of Tenant, as
sublessor or assignor under such sublease or assignment, and such subtenant or
assignee shall, at Owner's option, attorn to Owner pursuant to the then
executory provisions of such sublease or assignment except that Owner shall not
(i) be liable for any previous act or omission of Tenant under such sublease or
assignment (ii) be subject to any offset not expressly provided in such sublease
or assignment which therefore accrued to such subtenant or assignee against
Tenant or (iii) be bound by any previous modification of such sublease or
assignment (unless previously consented to by Owner) or by any previous
prepayment of more than one month's rent or equivalent assignment consideration.

                           (n) In the case of all subleases and assignments
under this Article 56, Tenant shall and will remain fully liable for the payment
of the fixed rent and any additional rent due or to become due hereunder and for
the performance of al the covenants, agreements, terms, provisions and
conditions contained in this Lease on the part of the Tenant to be performed and
all acts and omissions of any subtenant or assignee or anyone claiming through
or under any subtenant or assignee, which shall be in violation of any of the
obligations of this Lease, shall be deemed to be a violation of Tenant. The
provision of this paragraph shall be waived in the case of an assignment where
the assignee has a net worth which is at least equivalent to Tenant's net worth
as of the date hereof and the Assignee's use of the demised premises is similar
to Tenant's.

         57. INTENTIONALLY OMITTED.

         58. BROKERS. Owner and Tenant represent and warrant that it has dealt
with no broker, finder, agent or any other person in connection with the
negotiation or execution of this Lease or the showing or leasing of the demised
premises except for Greiner-Maltz Company of New York, Inc. ("Broker") and Owner
and Tenant shall indemnify and hold the other harmless from and against any and

                                      -34-
<PAGE>

all liability, cost or expense (including, without limitation, reasonable
attorneys' fees) resulting from any claims of whatsoever nature of any broker,
finder, agent or any other person claiming to have been involved in any manner
whatsoever with the indemnifying party in the leasing of the demised premises,
in the execution of this Lease or in the negotiation thereof. Any and all
commissions due to the Broker, if any, shall be paid by the Tenant.

         59. ENVIRONMENTAL COMPLIANCE.

                           (a) During the Lease term Tenant shall, and shall
cause any and all of its subtenants and/or assignees to, comply with the terms
of this Section 59 and in all material respects with all environmental laws,
ordinances, rules, regulations, requirements, orders and directives, whether now
existing or hereinafter enacted, of all federal, state and local governmental
authorities ("Governmental Authorities") having jurisdiction over the Property
("collectively Environmental Laws"), as they pertain to Tenant's or its
subtenants' and/or assignees' particular use of the demised premises during the
term of the Lease.

                           (b) If a lien is filed by any Governmental Authority
against the building or land it is located upon the Property due to the Tenant's
or its subtenants' and/or assignees' particular use or operation of the Demised
Premise during the term of this Lease in violation of any Environmental Laws,
the Tenant will bond or discharge same within fifteen (15) days after the filing
of such lien.

                           (c) Tenant shall, or shall cause any and all of its
subtenants and/or assignees to, supply Owner with all notices, reports,
correspondence and submissions made by Tenant to any Governmental Authority
which requires submission of any information concerning environmental matters,
or toxic and/or hazardous wastes or substances ("Hazardous Substances") pursuant
to any Environmental Laws due to Tenant's or its subtenants' and/or assignees'
particular use of the demised premises during the term of this Lease. Tenant
shall, and shall cause any and all of its subtenants and/or assignees to, also
supply Owner with all notices, reports, directives, correspondence and other
documentation from any Governmental Authorities to Tenant concerning
environmental matters, or Hazardous Substances, as they pertain to Tenant's or
its subtenants' and/or assignees' particular use of the demised premises during
the term of the Lease.

                           (d) Prior to the Commencement Date of the Lease,
Tenant shall supply to Owner an affidavit of an officer or principal of Tenant
in accordance with the form attached hereto as Exhibit "D" ("Officer's
Affidavit"), setting forth Tenant's Standard Industrial Classification Number
("SIC Number") and a description of the operations and processes Tenant will
undertake at the Property organized in the form of a narrative report, including
a list of Hazardous Substances to be generated, manufactured, refined,
transported, treated, stored, handled or disposed of by Tenant at the demised
premises in quantities that exceed a reportable quantity threshold under
Environmental Laws. Tenant shall not substantially change its use, operations,
quantification, storage and/or processing of Hazardous Substances without
Owner's express prior written approval. For the purposes herein a substantial
change in the Tenant's use, operations and/or processing of Hazardous Substances
is defined as:

                                      -35-
<PAGE>



                           (i) an annual increase of more than 2% in the use or
storage of Hazardous Substances already specified in the attached Officer's
Affidavit of Environmental Compliance or such annual update of such affidavit as
approved by the Owner;

                           (ii) the use or storage of any material quantity of
Hazardous Substance not already specified in the attached Officer's Affidavit of
Environmental Compliance or such annual update of such affidavit as approved by
Owner; or

                           (iii) a change in the method of Tenant's use, storage
or processing of any such Hazardous Substances which would require any material
alteration, modification, addition or change in the Tenant's obligations to
comply with Environmental Laws.

                  Notwithstanding the above provisions, the Tenant shall not be
required to obtain Owner's consent for any alteration, modification, addition or
change in Tenant's or any subtenants' and/or assignees' use, operations,
quantification, storage or processing of Hazardous Substances, which simply
reduces the use or amount of one or more Hazardous Substances generated,
manufactured, refined, transported, treated, stored, handled or disposed of at
the Property. Following commencement of the Lease term, Tenant shall notify
Owner as to any proposed changes in Tenant's SIC Number or use and/or generation
of Hazardous Substances, by way of a supplemental Officer's Affidavit, which
proposed changes shall be subject to Owner's prior written approval. Tenant
shall also supplement and update the Officer's Affidavit on an annual basis at
the beginning of each calendar year during the term of this Lease starting with
2007 and at any other time upon demand by Owner. Tenant warrants and represents
that the SIC Number of Tenant is 3694 and 3714 ("Tenant SIC Number"). Tenant's
and any of its subtenants' and/or assignees' use of the Property for the entire
term of the Lease is restricted to the Tenant SIC Number unless Tenant obtains
the prior written consent from the Owner to any such proposed change.

                  (e) Tenant shall permit Owner and Owner's agents, including
but not limited to, legal counsel and environmental consultants and engineers,
access to the demised premises upon reasonable prior notice, for the purposes of
environmental inspections (to be performed at Owner's sole cost and expense)
during regular business hours, or during other hours, in the event of any
environmental emergency. Tenant shall not restrict Owner and Owner's agents from
access to any part of the demised premises and Tenant shall not impose any
conditions to access. If Owner performs any testing or sampling at the Property
in accordance with the foregoing, Owner shall use all reasonable efforts to
avoid interfering with Tenant's use of the demised premises. Owner agrees that
Tenant and Tenant's agents may at all times accompany Owner and Owner's agents
on any environmental inspection. If any environmental inspection includes
sampling and testing, Owner and Owner's agents will supply Tenant with a copy of
the results of such samples and tests. If such environmental inspection uncovers
a violation of the environmental provisions of this Lease, Tenant shall cure
such default as soon as reasonably practical in the event of an emergency, or
within thirty (30) days following written notice by Owner of such default,
subject to extensions as may be grant by Owner, which extensions shall not be
unreasonably withheld.

                                      -36-
<PAGE>



                  (f) Tenant shall not commence or alter any operation at the
demised premises prior to: (i) obtaining all operating and discharge permits or
written approvals required by any Environmental Laws therefore, including but
not limited to all pollution control permits and pollution discharge permits
from all Governmental Authorities having jurisdiction over Tenant's operation
and (ii) providing copies of such permits or written approvals to Owner.

                  (g) Tenant shall not install any additional storage tanks or
gas lines on the demised premises without the prior written consent of the
Owner.

                  (h) Tenant hereby agrees at its sole cost and expense to
indemnify, defend and save Owner, it successors and assigns, and Owner's
mortgagee or holder of deed of trust affecting the Property, harmless from all
fines, suits, liens, claims and actions of any kind arising out of any spills or
discharges of toxic or Hazardous Substances at the Property, or any violation of
any Environmental Laws, resulting from the Tenant's or its subtenants' and/or
assignees' particular use and operation of the demised premises during the term
of this Lease, except to the extent caused by Owner's negligence or intentional
misconduct, and from all fines, suits, procedures, claims and actions of any
kind arising out of Tenant's or its subtenants' and/or assignees' failure to
provide all information, make all submissions and take all actions required by
any Governmental Authorities concerning environmental compliance matters for
which Tenant is responsible hereunder. The provisions of this Paragraph shall
survive the expiration or sooner termination of this Lease.

         60. OWNER'S INTERESTS. Owner represents and warrants to Tenant that as
of the date hereof, Owner is authorized to execute this Lease and owns and holds
fee title in and to the Building, the demised premises and the land on which the
same are located.

         61. RENEWAL OPTIONS. Provided that Tenant is not in monetary default
beyond any applicable notice and cure period with respect to its obligations
under this Lease, Tenant shall have four (4) successive options to extend the
term of this Lease for an additional period of five (5) years each. Each
extended term shall begin upon the expiration of the then current term of this
Lease upon the same terms and conditions as herein set forth, except as
otherwise set forth immediately below in Sections 39.3.1 and 39.3.2. In the
event that Tenant shall elect to exercise such renewal options, it shall do so
by giving written notice of such intention, to Owner not less than nine (9)
months prior to the expiration of the then current term of this Lease. All the
terms and conditions of this Lease shall apply to the periods by which the term
of this Lease is extended by the exercise of the renewal options. The first
renewal option shall cover Lease Year 11 through Lease Year 15. The second
renewal option shall cover Lease Year 16 through Lease Year 20. The third
renewal option shall cover Lease Year 21 through Lease Year 25. The fourth
renewal option shall cover Lease Year 26 through Lease Year 30. Succeeding
renewal option may not be exercised unless the immediately preceding renewal
option is exercised. Anything to the contrary contained in this Section 61
notwithstanding, for any portion of the demised premises which is 5,000 or more
contiguous square feet which is sublet by Tenant at the time the subject renewal
term commences shall be deleted from the space which shall be renewed, and the
remainder of the demised premises shall be renewed at a rental rate
proportionately reduced due to the deletion of the sublet space from the demised
premises.

                                      -37-
<PAGE>


         62. CONFLICT OF TERMS. In the event of any conflict between any
provision of this Rider and the printed provisions of this Lease, the provisions
of this Rider shall prevail.

         63. CHOICE OF LAW. This Lease shall be governed by the laws of the
State of New York.

         64. END OF TERM.

                           (a) Upon the Expiration Date or sooner termination
space under this Lease or of this lease, Tenant shall quit and surrender the
demised premises to Owner, broom clean, in good order and condition, free of all
leases, subleases, tenancies and occupancies, reasonable wear and tear and
damage by casualty and eminent domain excepted.

                           (b) Tenant agrees that if possession of the demised
premises is not surrendered to Owner within twenty-four (24) hours after the
Expiration Date or sooner termination of the Lease, in addition to any other
rights or remedies Owner may have hereunder or at law, Tenant shall pay to Owner
for each month and for each portion of any month during which Tenant holds over
in the demised premises after the Expiration Date or sooner termination of this
Lease, a sum equal to one and one-half (1 1/2) times the aggregate of that
portion of the Base Rent and Additional Rent which was payable under this Lease
during the last month of the term of this Lease.

                           (c) If, after default on payment of Base Rent, and/or
Additional Rent or violation of any other provisions of this Lease, or upon the
expiration of this Lease, the Tenant moves out or is dispossessed and fails to
remove any removable trade fixtures, machinery, equipment or any other property
of Tenant prior to said default, removal or expiration of Lease, or prior to the
final order for execution of a warrant for possession, then and in that event,
the said fixtures, machinery, equipment and property shall at the election of
the Owner be deemed abandoned by the Tenant and shall become the property of the
Owner. Any damage caused by such removal shall be repaired at the sole expense
of Tenant. If Owner shall not so elect, Owner may remove such fixtures,
machinery, equipment and property from the demised premises and store them at
Tenant's risk and expense. The provisions of this Paragraph shall survive the
expiration or sooner termination of this Lease.

         65. INTENTIONALLY OMITTED.

         66. NOTICES. Wherever any notice or other communication is required or
permitted hereunder, such notice or other communication shall be in writing and
shall be delivered by overnight courier, hand delivery, facsimile, or sent by
U.S. registered or certified mail, return receipt requested, postage prepaid, to
the addresses set out below or at such other addresses as are specified by
written notice delivered in accordance herewith.


OWNER:                      RD Investments LLC
                            55 Fifth Avenue, 15th Floor
                            New York, New York 10003
                            Attention Jeffrey Rosenblum
                            Facsimile:  212-627-9279

                                      -38-
<PAGE>


TENANT:                     Standard Motor Products, Inc.
                            37-18 Northern Boulevard
                            Long Island City, New York 11101
                            Attention: Robert Martin
                            Facsimile:  718-784-3284

         67. SECURITY DEPOSIT.

                  67.1 The Temporary Space Security Deposit shall be held solely
to secure the return to Owner of the Temporary Space in vacant, broom clean
condition and shall be returned to Tenant on or before the second (2nd)
anniversary of the term of this Lease in accordance with Article 34. The form of
security for the Temporary Space Security Deposit may be either in the form of
cash or Letter of Credit at Tenant's option. Owner shall deposit any cash
security in an interest-bearing account and all interest earned thereon shall be
added to and form a part of the Temporary Space Security Deposit. The form of
security for the Long Term Space Security Deposit shall be in the form of a
Letter of Credit.

                  67.2 The Letter of Credit that Tenant shall deliver to Owner
(the "Letter of Credit") shall be a clean, irrevocable, transferable and
unconditional letter of credit (the "Letter of Credit") issued by and drawn upon
a commercial bank or General Electric Capital Corporation (hereinafter referred
to as the "Issuing Bank") which shall be a member bank of the New York
Clearinghouse Association (or, in the alternative, which shall have offices for
banking purposes in the Borough of Manhattan or Long Island City and shall have
a net worth of not less than $100,000,000, with appropriate evidence thereof to
be submitted by Tenant), which Letter of Credit shall: (i) have a term of not
less than one year, (ii) be for the benefit of Owner, (iii) be in the amounts as
more particularly provided for in Articles 34 and 67 of this Lease (i.e., the
Security Deposit Amount), (iv) except as otherwise provided in this Section
67.2, conform and be subject to the most recent revision of the Uniform Customs
and Practice for Documentary Credits, ICC Publication No. 590 (or any revision
thereof or successor thereto), (v) be fully transferable by Owner without any
fees or charges therefor (or, if the Letter of Credit shall provide for the
payment of any transfer fees or charges, the same shall be paid by Tenant as and
when such payment shall be requested by the Issuing Bank), (vi) provide that
Owner shall be entitled to draw upon the Letter of Credit upon presentation to
the Issuing Bank of a sight draft accompanied by Owner's statement that Owner is
then entitled to draw upon the Letter of Credit pursuant to the terms of this
Lease, and (vii) provide that the Letter of Credit shall be deemed automatically
renewed, without amendment, for consecutive periods of one year each year
thereafter during the entire Term of this Lease and for a period of thirty (30)
days thereafter, unless the Issuing Bank shall send notice (the "Non-Renewal
Notice") to Owner by registered mail, return receipt requested, not less than
sixty (60) days next preceding the then expiration date of the Letter of Credit
that the Issuing Bank elects not to renew such Letter of Credit, in which case
Tenant shall furnish Owner with a replacement Letter of Credit (which shall
comply with all of the conditions set forth in the immediately preceding
sentence), in the Security Deposit Amount so that Owner shall have the entire
Security Deposit Amount on hand at all times during the term of this Lease and
for a period of thirty (30) days thereafter. Tenant acknowledges and agrees that
the Letter of Credit shall be delivered to Owner as security for the faithful
performance and observance by Tenant of all of the covenants, agreements, terms,
provisions and conditions of this Lease, and that Owner shall have the right to

                                      -39-
<PAGE>

draw upon the entire Letter of Credit (or a portion thereof) as hereinbefore
described in Article 34 of this Lease. Other than Long Term Space, Tenant may
substitute a Letter of Credit for cash security at Tenant's option throughout
the term of this Lease provided Landlord shall have the entire Security Deposit
Amount on hand at all times during the term of this Lease and for a period of
thirty (30) days thereafter.

         68. BUILDING NAME & SIGNAGE. Owner agrees to name the Building the
Standard Motors Products Building. Tenant will have exclusive signage rights on
the canopy of the main entrance of the Building at a location and size to be
mutually agreed between the parties; Tenant shall solely determine the specific
design of its signage. Tenant shall also have signage rights to the roof or
facade of the Building at a location and size to be mutually agreed between the
parties; as long as Owner's other tenants are leasing at least one full floor of
the Building, such other tenants shall have signage rights to the roof or facade
of the building at a location and size to be mutually agreed between the
parties. Owner will not be obligated to provide Tenant with building naming or
signage rights if Tenant s files for bankruptcy or reduces its square footage to
below one full floor of the Building.

         69. BUILDING CONTAMINANTS. To prevent the contamination, growth, or
deposit of any mold, mildew, bacillus, virus, pollen, or other micro-organism
(collectively, "Biologicals") and the deposit, release or circulation of any
indoor contaminants including emissions from paint, carpet and drapery
treatments, cleaning, maintenance and construction materials and supplies,
pesticides, pressed wood products, insulation, and other materials and products
(collectively with Biologicals, "Contaminants") that could adversely affect the
health, safety or welfare of any tenant, employee, or other occupant of the
Building or their invitees (each, an "Occupant"), Tenant shall, at Tenant's sole
cost and expense, at all times during the term hereof (1) operate the demised
premises in such a manner to reasonably prevent or minimize the accumulation of
stagnant water and moisture in planters, kitchen appliances and vessels,
carpeting, insulation, water coolers, and any other locations where stagnant
water or moisture could accumulate, and (2) otherwise operate the demised
premises to prevent the generation, growth, deposit, release or circulation of
any Contaminants.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                      -40-
<PAGE>


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

                                   OWNER:

                                   37-18 NORTHERN BOULEVARD LLC,
                                   a Delaware limited liability company

                                   By: Northern Boulevard Holding JV LLC,
                                       a Delaware limited liability company,
                                       its member

                                   By: RD Northern Equities LLC,
                                       a New York limited liability company,
                                       its managing member


                                   By:    /s/ ASHISH DUA
                                          ---------------
                                   Name:  Ashish Dua
                                   Title: Managing Member


                                   TENANT:

                                   STANDARD MOTOR PRODUCTS, INC,
                                   as Tenant



                                   By:    /s/ ROBERT H. MARTIN
                                          --------------------
                                   Name:  Robert H. Martin
                                   Title: Treasurer


                                      -41-
<PAGE>

<TABLE>
<CAPTION>

                                   Schedule I


                                                                     LONG TERM
                         SQUARE      RENT PER                          SPACE/
 FLOOR      SPACE        FOOTAGE   SQUARE FOOT        BASE RENT     TEMPORARY SPACE*
------------------------------------------------------------------------------------
<S>         <C>         <C>           <C>           <C>             <C>
Basement     Total       43,000        $9.00         $387,000.00     Temporary Space
First        East        23,000        $9.00         $207,000.00     Temporary Space
First        West        20,000        $9.00         $180,000.00     Temporary Space
Second       East        27,000       $17.00         $459,000.00     Long Term
Third        East        23,000        $9.00         $207,000.00     Temporary Space
Fifth        East        23,000       $17.00         $391,000.00     Long Term
Sixth        East        23,000       $17.00         $391,000.00     Long Term
Sixth        West        20,000       $17.00         $340,000.00     Long Term
                        202,000                    $2,562,000.00     *(as of the date of
                                                                       this Lease)

</TABLE>


                                      -42-
<PAGE>


                                   SCHEDULE II

                 USES WHICH REQUIRE THE PRIOR CONSENT OF TENANT

1.       houses of worship

2.       prisons

3.       taxi licensing / taxi insurance offices

4.       funeral establishments

5.       mini-storage

6.       social service agencies that allow public access to assist in providing
         persons with welfare benefits (either educational or financial), assist
         with licensing or expediting services, provide family planning or
         clinic, or provide counseling of any nature

7.       day spas - massage facilities (except shall be permitted if part of a
         gym/health club and occupy not more than 20% of the floor area)

8.       billiard parlors - pool halls

9.       seafood stores

10.      cabarets

11.      manufacturing which falls within Use Group 18

12.      topless bar

13.      adult video/adult book store

14.      consignment store

15.      video tape sales and rentals

16.      military recruitment

17.      religious arts and goods

18.      pornography

19.      operations which can reasonably be expected to create high traffic
         conditions which would significantly impede access to and within the
         Building

                                      -43-
<PAGE>



                             IMPORTANT - PLEASE READ

       RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN
                          ACCORDANCE WITH ARTICLE 33.

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

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

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

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

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

                                      -44-
<PAGE>

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

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

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

                  9. Canvassing, soliciting and peddling in the building is
prohibited and Tenant shall cooperate to prevent the same.

                  10. Owner reserves the right to exclude from the building all
persons who do not present a pass to the building signed by Owner. Owner will
furnish passes to persons for whom Tenant requests same in writing. Tenant shall
be responsible for all persons for whom he requests such pass, and shall be
liable to Owner for all acts of such persons. Tenant shall not have a claim
against Owner by reason of Owner excluding from the building any person who does
not present such pass.

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

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

                  13. If the building contains central air conditioning and
ventilation, Tenant agrees to keep all windows closed at all times and to abide
by all rules and regulations issued by Owner with respect to such services. If
Tenant requires air conditioning or ventilation after the usual hours, Tenant
shall give notice in writing to the building superintendent prior to 3:00 p.m.
in the case of services required on weekdays, and prior to 3:00 p.m. on the day

                                      -45-
<PAGE>

prior in case of after hours service required on weekends or on holidays. Tenant
shall cooperate with Owner in obtaining maximum effectiveness of the cooling
system by lowering and closing venetian blinds and/or drapes and curtains when
the sun's rays fall directly on the windows of the demised premises.

                  14. Tenant shall not move any safe, heavy machinery, heavy
equipment, bulky matter, or fixtures into or out of the building without Owner's
prior written consent. If such safe, machinery, equipment, bulky matter or
fixtures requires special handling, all work in connection therewith shall
comply with the Administrative Code of the City of New York and all other laws
and regulations applicable thereto, and shall be done during such hours as Owner
may designate.

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

                                      -46-