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                                                                    Exhibit 10.1

           SEVENTH AMENDMENT TO LEASE AND PARTIAL SURRENDER AGREEMENT

     This SEVENTH AMENDMENT TO LEASE AND PARTIAL SURRENDER AGREEMENT made as of
this 10th day of October, 2003 (this "Amendment"), by and between RCPI LANDMARK
PROPERTIES, L.L.C.,  a Delaware limited liability company, having an office at
c/o Tishman Speyer Properties, L.P., 45 Rockefeller Plaza, New York, New York
10111 ("Landlord"), and LEVIN MANAGEMENT CO., INC.,  a Delaware corporation
having an office at One Rockefeller Plaza New York, New York 100020 ("Tenant").

                                   WITNESSETH

      WHEREAS:

     A. Landlord's predecessor-in-interest, Rockefeller Center Properties, and
Tenant's predecessor-in-interest, John A. Levin & Co., Inc., entered into that
certain Lease dated December 20, 1993, as amended by Supplemental Indenture
dated March 2, 1995, the First Amendment to Lease dated June 23, 1997, the
Second Amendment to Lease dated as of January 22, 1998, the Third Amendment to
Lease dated as of December 31, 1998, the Fourth Amendment to Lease dated July
18, 2000, the Fifth Amendment to Lease dated as of May 14, 2001, (the "Fifth
Amendment") and the Sixth Amendment to Lease dated as of September 28, 2001 (as
so amended, the "Original Lease") with respect to Space 'D' on the 3rd floor,
Space 'A' on the 19th floor, Space 'A' on the 25th floor, the entire 4th floor
(the "4th Floor Premises"), the entire 18th floor and Space 'P' (the "Storage
Premises") on the 22nd floor (collectively, the "Premises") of the building
known as One Rockefeller Plaza, New York, New York (the "Building").

     B. Landlord and Tenant desire to modify the Original Lease to provide for
the (a) surrender of the 4th Floor Premises by Tenant to Landlord and (b) the
leasing by Tenant of a portion of the third floor of the Building, designated as
Space 'Z', and being more particularly shown on Exhibit A attached hereto (the
"3rd Floor Additional Premises").

     C. The Original Lease, as modified by this amendment, shall hereinafter be
referred to as the "Lease."

        NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter contained, it is mutually covenanted and agreed as follows:

        1. Capitalized Terms. All capitalized used and not otherwise defined in
this Amendment shall have the respective meanings ascribed to them in the
Original Lease.

        2. (a) Surrender of the 4th Floor Premises. On the date (the "Surrender
Date") which is the later to occur of (i) November 1, 2003 and (ii) the date on
or before January 31, 2004 upon which Tenant vacates the 4th Floor Premises.
Tenant shall surrender to Landlord,
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and Landlord shall accept the surrender of, the Lease in respect of the 4th
Floor Premises and the term and estate thereby granted, together with the 4th
Floor Premises thereby demised, to the intent and purpose that the estate of
Tenant in and to the 4th Floor Premises shall be wholly extinguished and that
the term of the Lease in respect of the 4th Floor Premises shall expire on the
Surrender Date in the same manner and with the same effect as if such date were
the date set forth in the Lease in respect of the 4th Floor Premises for the
expiration of the term thereof. All fixed rent, additional rent and other
amounts payable under the Lease in respect of the 4th Floor Premises shall be
apportioned as of the Surrender Date.

     (b) On or before the Surrender Date, time being of the essence with respect
to such date, Tenant shall remove all of Tenant's personal property and trade
fixtures from the 4th Floor Premises (other than those items listed on Exhibit B
hereto, the "Abandoned Property") and vacate the 4th Floor Premises and deliver
vacant possession thereof to Landlord in the condition the 4th Floor Premises
are in as of the date hereof (ordinary wear and tear excepted). Tenant shall
repair all damage to the Building caused by the removal of Tenant's personal
property, trade fixtures and other fixtures and installations from the 4th Floor
Premises in a good and workmanlike manner. Without limiting Tenant's obligations
set forth above, any personal property, fixtures, installations or other
property remaining in the 4th Floor Premises after the Surrender Date (including
the Abandoned Property) shall be deemed abandoned by Tenant and Landlord may
take possession thereof and retain the same as Landlord's property or dispose of
same at Tenant's expense in any manner Landlord determines without
accountability therefor to Tenant. On or before the Surrender Date (and as a
condition to the effectiveness of the Surrender Date, unless waived by
Landlord), Intervest (as hereinafter defined) shall deliver to Landlord a
statement executed and acknowledged by Intervest stating that the Abandoned
Property is complete and in satisfactory condition (or the equivalent thereof
satisfactory to Landlord).

     (c) In consideration of the surrender described herein, Tenant agrees to
pay Landlord a monthly amount (a "Surrender Fee") equal to the difference
between (x) the fixed rent, Real Estate Tax escalation payments and Cost of
Operation and Maintenance escalation payments which would have been payable by
Tenant under the Original Lease with respect to the 4th Floor Premises for the
balance of the term of the Original Lease (i.e., through September 30, 2011)
(without giving effect to this Amendment) as applicable to the 4th Floor
Premises during the month in question and (y) the Fixed Rent, Tenant's Tax
Payments and Tenant's Operating Payments (as such terms are defined in the Lease
dated as of May 27, 1998, as modified by that certain First Amendment to Lease
dated as of October 10, 2003 (as so modified, the "Intervest Lease") between
Landlord and Intervest Bancshares Corporation ("Intervest")) set forth in the
Intervest Lease and payable for the period which would have constituted the
balance of the term of the Original Lease (i.e., through September 30, 2011)
(without giving effect to this Amendment) as applicable to the 4th Floor
Premises during the month in question (taking into account any free rent period
granted to Intervest, which shall have the effect of Tenant paying during such
free rent period the full fixed rent, Real Estate Tax escalation payments and
Cost of Operation and Maintenance escalation payments that would have otherwise
been payable under the Original Lease in respect of the 4th Floor Premises
during such free rent period), irrespective of any termination or modification
of the Intervest Lease, such Surrender Fee to be payable to
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Landlord at the same time and in the same manner Tenant is required to make
such Rent payments under the Original Lease. Notwithstanding the foregoing and
without limitation of the foregoing, if the Intervest Lease is terminated or
modified, in no event shall Tenant be liable to Landlord thereafter for more
than the difference referred to above hereunder. The monthly Surrender Fee
shall be subject to adjustment based on adjustments to tax escalation payments
and operating expense payments under the Lease and the Intervest Lease. In the
event of any underpayment, Tenant shall pay such amount to Landlord within 20
days following the giving of such statement. In the event of any overpayment,
Landlord shall credit the amount thereof against subsequent installments of
rent due under the Lease.

     (d) Tenant represents and covenants that nothing has been or will be done
or suffered whereby the Lease in respect of the 4th Floor Premises, or the term
or estate thereby granted, or the 4th Floor Premises, or any part thereof, or
any alterations, decorations, installations, additions and improvements in and
to the 4th Floor Premises, or any part thereof, including the Abandoned
Property, have been or will be encumbered in any way whatsoever, and that
Tenant owns and will own the Lease in respect of the 4th Floor Premises and the
Abandoned Property and has and will have good right to surrender the same on
the Surrender Date, and that no one other than Tenant has acquired or will
acquire through or under Tenant any right, title or interest in or to the 4th
Floor Premises, or any part thereof, or in or to said alterations, decorations,
installations, additions and/or improvements or any part thereof, including the
Abandoned Property.

     (e) Landlord shall accept the surrender of the 4th Floor Premises as of the
Surrender Date and in consideration of such surrender by Tenant and of the
acceptance of such surrender by Landlord, Tenant and Landlord do hereby mutually
release each other, their respective successors and assigns of and from any and
all claims, damages, obligations, liabilities, actions and causes of action, of
every kind and nature whatsoever arising under or in connection with the Lease
in respect of the 4th Floor Premises from and after the Surrender Date, except
that nothing herein contained shall be deemed to constitute a release or
discharge of Landlord or Tenant with respect to any obligation or liability (a)
accrued or incurred under the Lease in respect of the 4th Floor Premises and
outstanding and unsatisfied on the Surrender Date (including, without
limitation, any deficiency in Tenant's additional rent payments pursuant to
Article Twenty-Four of the Original Lease), (b) to a third party (under the
insurance and indemnification provisions of the Lease in respect of the 4th
Floor Premises or otherwise) arising prior to, on or after the Surrender Date as
a result of an event occurring or condition existing prior to or on the
Surrender Date and (c) accrued or incurred under this Amendment, including,
without limitation, Landlord's and Tenant's obligations with respect to any
overpayment or underpayment of the Surrender Fee as set forth in Paragraph 2(c)
above. Other than as set forth in Paragraph 2(c) above, effective as of the
Surrender Date, Tenant waives all rights to receive any payments, credits,
refunds, adjustments or other amounts that may be payable by Landlord under the
Lease in respect of the 4th Floor Premises.

     (f) In the event that Tenant fails to surrender the 4th Floor Premises to
Landlord in accordance with the terms, covenants and conditions of this
Amendment on or before January 31, 2004, this Amendment (other than Paragraph 6
through Paragraph 10 hereof)
<PAGE>
shall be null and void and of no further force or effect and the Lease in
respect of the 4th Floor Premises shall continue in full force and effect in
accordance with its terms. If Tenant fails to surrender the 4th Floor Premises
to Landlord in accordance with the terms hereof. Tenant shall (i) be liable to
Landlord for any payment of a brokerage commission which Landlord may be
required to make to, or has already made to, Studley (as defined below) and (ii)
indemnify, hold harmless, defend and protect Landlord against all claims for
brokerage commissions or fees by Colliers (as defined below) and/or Studley.

     (g) Tenant shall complete and timely submit all returns and questionnaires
relating to New York City and State real property transfer tax laws and any
other applicable real property transfer or gains tax laws (the taxes which are
the subject of such laws are hereinafter referred to collectively as "Transfer
Taxes") in connection with the transactions contemplated by this Amendment (and
Landlord shall promptly execute any Transfer Tax returns and questionnaires
required to be executed by Landlord, provided such returns and questionnaires
are in form reasonably satisfactory to Landlord), if applicable. Tenant shall
timely pay all Transfer Taxes, if any, and shall deliver evidence, reasonably
acceptable to Landlord, of such payment simultaneously to Landlord. Tenant shall
indemnify, defend (with legal counsel reasonably acceptable To Landlord) and
hold harmless Landlord from all losses, liabilities, interest, penalties,
judgments, suits, demands, damages, costs and expenses (including attorneys'
fees and disbursements incurred in the defense thereof) that Landlord may incur
by reason of Tenant's failure to complete and timely submit any and all Transfer
Tax returns and questionnaires and/or Tenant's failure to timely pay any and all
Transfer Taxes. The provisions of this Paragraph 2(g) shall survive the
expiration or earlier termination of this Amendment.

     3. Modifications.  Effective as of the Surrender Date (unless this
Amendment becomes null and void or ineffective in accordance with the terms
hereof):

     (a) The term "Premises", as used in the Lease, shall exclude the 4th Floor
Premises.

     (b) The fixed rent payable under the Lease shall be reduced by an amount
equal to (A) $1,294,784.00 per annum ($107,898.67 per month) for the period
commencing on the Surrender Date and ending on July 14, 2006, both dates
inclusive; and (B) $1,395,939.00 per annum ($116,328.25 per month) for the
period commencing on July 15, 2006 and ending on September 30, 2011 (i.e., the
2001 Extended Expiration Date, as defined in the Fifth Amendment), both dates
inclusive.

     (c) With respect to the 4th Floor Premises only, Tenant shall not be
responsible for any additional rent payable pursuant to the Original Lease,
including Article Twenty-Four thereof, accruing or arising from and after the
Surrender Date, subject to the provisions of Paragraph 2(c) hereof.
<PAGE>
     4. Intervest Bancshares Corporation Amendment. The effectiveness of this
Amendment is subject to Landlord entering into an amendment (the Intervest
Amendment of the lease between Landlord and Intervest, pursuant to which
Intervest shall lease the 4th Floor Premises. In the event Landlord and
Intervest fail to enter into the Intervest Amendment within 30 days after the
date hereof, this Amendment (other than Paragraph 6 through Paragraph 10 hereof)
shall automatically become null and void at the end of such 30-day period. In
the event Tenant fails to vacate the 4th Floor Premises on or prior to January
31, 2004, this Amendment (other than Paragraph 6 through Paragraph 10 hereof)
shall automatically become null and void on January 1, 2004. Landlord will
endeavor to provide notice to Tenant (which notice may be oral) of the date on
which the Intervest Amendment has been fully executed and unconditionally
delivered by Landlord and Intervest, but Landlord shall not be liable to Tenant
in the event Landlord fails to do so.

     5. Leasing of 3rd Floor Premises. (a) Landlord hereby leases to Tenant, and
Tenant hereby leases from Landlord, the 3rd Floor Additional Premises for a term
commencing on the date that Landlord delivers possession of the 3rd Floor
Additional Premises to Tenant (the 3rd Floor Additional Premises Commencement
Date") and ending on November 30, 2008 or such earlier date upon which the term
of the Lease may expire or be terminated pursuant to any of the conditions of
limitation or other provisions of the Lease or pursuant to law, upon all of the
terms and conditions of the Original Lease, as modified by this Amendment.

     (b) Landlord shall not be liable for failure to deliver possession of the
3rd Floor Additional Premises to Tenant on any specified date, and such failure
shall not impair the validity of this Amendment. Landlord shall be deemed to
have delivered possession of the 3rd Floor Additional Premises to Tenant upon
the giving of notice by Landlord to Tenant stating that the 3rd Floor Additional
Premises are vacant, broom-clean, free of all tenancies and occupants and
available for Tenant's occupancy. There shall be no postponement of the 3rd
Floor Additional Premises Commencement Date for any delay in the delivery of
possession of the 3rd Floor Additional Premises to Tenant that results from any
delay caused by Tenant. The provisions of this Paragraph 5(b) arc intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law or any successor legal requirement.

     (c) Effective as of the 3rd Floor Additional Premises Commencement Date,
Tenant shall lease the 3rd Floor Additional Premises upon all of the terms and
conditions of the Original Lease, except as follows:

         (i) The fixed rent payable under the Lease with respect to the 3rd
     Floor Additional Premises shall be an amount equal to (A) $257,261.00 per
     annum ($21,438.42 per month) for the period commencing on the 3rd Floor
     Additional Premises Commencement Date and ending on November 29, 2003 (if
     the 3rd Floor Additional Premises are delivered to Tenant prior to November
     29, 2003), both dates inclusive; and (B) $285,073.00 per annum ($23,756.08
     per month) for the period commencing on November 30, 2003 (or on the 3rd
     Floor Additional Premises Commencement Date, if the 3rd Floor Additional
     Premises are delivered to Tenant on or after November 30, 2003) and ending
     on November 30, 2005, both dates inclusive.
<PAGE>
          (ii) The 3rd Floor Additional Premises shall be deemed to consist of
     6,953 rentable square feet for all purposes of the Lease.

          (iii) Tenant shall pay all additional rent payable pursuant to the
     Original Lease including, Article Twenty-Four thereof, except with respect
     to the 3rd Floor Additional Premises only, (A) the clause "110% of" in
     Section 24.1 of the Original Lease shall be deemed to be deleted in both
     places in which it appears therein, (B) the clause "110% of" in Section
     24.2(b) of the Original Lease shall be deemed to be deleted in both places
     in which it appears therein, (C) the term "Base Real Estate Taxes" shall
     mean the R.E. Tax Share of the Real Estate Taxes for the Tax Year beginning
     on July 1, 1998 and ending on June 30, 1999, (D) the term "Base COM" shall
     mean the O.E. Share of the Cost of Operation and Maintenance for the
     Computation Year beginning on January 1, 1998 and ending on December 31,
     1998, and (E) the term "Tenant's Area" shall mean 6,953 rentable square
     feet.

     (d) Tenant has inspected the 3rd Floor Additional Premises and agrees (i)
to accept possession of the 3rd Floor Additional Premises in the "as is"
condition existing on the 3rd Floor Additional Premises Commencement Date, (ii)
that neither Landlord nor Landlord's agents have made any representations or
warranties with respect to the 3rd Floor Additional Premises or the Building
except as expressly set forth herein, and (iii) except as provided in Paragraph
5(e). Landlord has no obligation to perform any work, supply any materials,
incur any expense or make any alterations or improvements to the 3rd Floor
Additional Premises to prepare the 3rd Floor Additional Premises for Tenant's
occupancy. Tenant's occupancy of any part of the 3rd Floor Additional Premises
shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted
possession of the 3rd Floor Additional Premises in its then current condition,
and (B) the 3rd Floor Additional Premises and the Building are in a good and
satisfactory condition as required by this Amendment.

     (e) Section 2(c)(vii) of the Fifth Amendment is incorporated herein as if
set forth herein in full except that each reference therein to (i) "the Premises
and/or the 4th Floor Premises" shall mean the 3rd Floor Additional Premises
and/or the Premises other than the Storage Premises, (ii) Landlord's Additional
Contribution shall mean $188,234.00 and (iii) the "Lease" shall mean the Lease.
In no event shall Landlord have any further obligation to Tenant under Section
2(c)(vii) of the Fifth Amendment in respect of the premises referred to therein.

     (f) Except as provided in this Amendment and effective as of the 3rd Floor
Additional Premises Commencement Date, all references in the Original Lease to
the "Premises" shall be deemed to include the 3rd Floor Additional Premises for
all purposes of the Lease. With respect to the 3rd Floor Additional Premises
only, all references in the Original Lease to "term" or "term of this Lease" or
words of similar import shall be deemed to refer to the term of the leasing of
the 3rd Floor Additional Premises (i.e., the portion of the term from and after
the 3rd Floor Additional Premises Commencement Date through November 30, 2008).
<PAGE>
     (g} The provisions of Article Five of the Original Lease shall be
applicable to the 3rd Floor Additional Premises, except that in respect of the
3rd Floor Additional Premises only, the reference to "four watts" in the first
sentence of Section 5.1 shall be deemed to be deleted and reference to "six
watts" substituted therefor.

     (h) Tire following provisions of the Original Lease shall not be applicable
to the leasing of the 3rd Floor additional Premises: Section 20.2. and Articles
Twenty-Seven, Thirty, Thirty-One and Thirty-Two.

     (i) Effective as of the 3rd Floor Additional Premises Commencement Date,
Section 7.2.3 of the Original Lease is amended by inserting the following
sentence at the end thereof:

     "The term 'Applicable Rental Rate' as used in this Article with respect to
     the 3rd Floor Premises (as defined in the Seventh Amendment to Lease and
     Partial Surrender Agreement modifying this Lease) only shall mean (x)
     $37.00 per annum for the period commencing on the 3rd Floor Additional
     Premises Commencement Date (as so defined) and ending on November 29,
     2003, both dates inclusive and (y) $41.00 per annum for the period
     commencing on November 30, 2003, and ending on November 30, 2003, both
     dates inclusive."

     6. Each of Landlord and Tenant represents and warrants to the other, that
it has not dealt with any broker in connection with this Amendment other than
Tishman Speyer Properties, L.P. ("TSP"), Colliers ABR, Inc. ("Colliers") and
Julien J. Studley, Inc. ("Studley") (collectively, the "Brokers") and that to
the best of its knowledge, no other broker negotiated this Amendment or is
entitled to any fee or commission in connection herewith. Landlord shall pay TSP
any fee or commission due in connection with the transactions contemplated by
this Amendment in accordance with the terms of a separate agreement. Tenant
shall pay Colliers and Studley any commissions which they may be due in
connection with this Amendment and/or any lease of the 4th Floor Premises under
the Intervest Amendment pursuant to separate agreements (except with respect to
any commission due Studley in connection with the terms of the Intervest Lease
beyond September 30, 2011). Each of Landlord and Tenant shall indemnify, defend,
protect and hold the other party harmless from and against any and all losses,
liabilities, damages, claims, judgments, fines, suits, demands, costs, interest
and expenses of any kind or nature (including reasonable attorneys' fees and
disbursements) incurred in connection with any claim, proceeding or judgment and
the defense thereof which the indemnified party may incur by reason of any claim
of or liability to any broker, finder or like agent (other than TSP in the case
of Tenant and other than Colliers and Studley in the case of Landlord) arising
out of any dealings claimed to have occurred between the indemnifying party and
the claimant in connection with this Amendment, or the above representation
being false. Tenant agrees to hold harmless and indemnify Landlord from and
against any and all reasonable costs, expenses (including, without limitation,
attorneys' fees and disbursements) or liabilities for any compensation,
commission or other charge claimed by Colliers and/or Studley in connection with
the Lease and/or this Amendment and/or the Intervest Amendment (except with
respect to any commission due
<PAGE>
Studley in connection with the term of the Intervest Lease beyond September 30,
2011).  The provisions of this Paragraph 6 shall survive the Surrender Date and
expiration or earlier termination of the term of the Lease.

     7. Tenant shall pay Landlord upon demand all legal fees and disbursements
incurred by Landlord in negotiating and preparing this Amendment and the
lntervest Amendment, whether or not either such agreement becomes effective. In
the event Tenant fails to reimburse Landlord as aforesaid, Landlord shall have
all of the same rights and remedies with respect to such failure as Landlord has
under the Lease, at law or in equity with respect to any failure by Tenant to
pay Rent due under the Lease.

     8. (a) No partner, member, shareholder, director, officer, manager,
principal, employee or agent, directly and indirectly, of Landlord
(collectively, the "Parties") shall be personally liable for the performance of
Landlord's obligations under this Amendment. Tenant shall look solely to
Landlord to enforce Landlord's obligations hereunder and shall not seek any
damages against any of the Parties. The liability of Landlord for Landlord's
obligations under this Amendment shall be limited to Landlord's interest in the
Building and Tenant shall not look to any other property or assets of Landlord
or the property or assets of any of the Parties in seeking either to enforce
Landlord's obligations under this Amendment or to satisfy a judgment for
Landlord's failure to perform such obligations.

     (b) The obligations of Landlord under this Amendment shall not be binding
upon Landlord with respect to the period after the sale, conveyance, assignment
or transfer (the "Sale" by Landlord (or upon any subsequent landlord with
respect to the period after the sale, conveyance, assignment or transfer by such
subsequent landlord) of its interest in the Building. After any such Sale,
Landlord (or such subsequent landlord, as the case may be) shall be and hereby
is entirely freed and relieved of all covenants and obligations of Landlord
hereunder with respect to the period from and after the date of such Sale, and
Tenant shall look solely to the transferee of landlord's interest in the
Building for the satisfaction of such obligation, provided such purchaser,
assignee or transferee assumes all obligations under this Amendment with respect
to the period from and after such Sale. Any such transferee of Landlord's
interest in the Building shall be deemed to have assumed all obligations under
this Amendment.

     9. Tenant hereby represents and warrants to Landlord that, as of the date
hereof, (a) the Original Lease is in full force and effect and has not been
modified except pursuant to this Amendment; (b) to the best of Tenant's
knowledge, there are no defaults existing, under the Original Lease; (c) to the
best of Tenant's knowledge there exist no valid abatements, causes of action,
counterclaims, disputes, defenses, offsets, credits, deductions, or claims
against the enforcement of any of the terms and conditions of the Original
Lease; (d) this Amendment has been duly authorized, executed and delivered by
Tenant and constitutes the legal, valid and binding obligation of Tenant; and
(e) there are no actions, whether voluntary or otherwise, pending against Tenant
under the bankruptcy or insolvency laws of the United States or any state
thereof:

     10. (a) Except as set forth herein, nothing contained in this Amendment
shall be deemed to amend or modify in any respect the terms of the Original
Lease.

     (b) This Amendment contains the entire agreement of the parties with
respect to its subject matter and all prior negotiations, discussions,
representations, agreements and understandings heretofore had among the parties
with respect thereto are merged herein.

     (c) This Amendment may he executed in duplicate counterparts, each of which
shall be deemed an original and all of which, when taken together, shall
constitute one and the same instrument.

     (d) This Amendment shall not be binding upon Landlord or Tenant unless and
until Landlord shall have delivered a fully executed counterpart of this
Amendment to Tenant.

     (e) This Amendment shall be governed by the laws of the State of New York
without giving effect to conflict of laws principles thereof.

     (f) This amendment shall be binding upon and insure to the benefit of
Landlord and Tenant and their successors and permitted assigns
<PAGE>
     (g) The terms and provisions of this Amendment shall survive the
expiration or earlier termination of the Lease.

     IN WITNESS WHEREOF, the parties hereto have respectively executed this
Amendment as of the day and year first above written.


                                  RCPI LANDMARK PROPERTIES, L.L.C.
                                  By: Tishman Sneyer Properties, L.P., its Agent


                                  By: ____________________________________
                                      Name:
                                      Title:


                                  LEVIN MANAGEMENT CO., INC.


                                  By: ____________________________________
                                      Name:
                                      Title:


The undersigned acknowledges and agrees that the terms and conditions contained
in the Original Lease, as amended by the above Amendment, are considered part
of the obligations guaranteed by the undersigned pursuant to that certain
Guaranty executed on July 31, 1996, as modified and ratified to date, and the
undersigned hereby confirms that its obligations under such Guaranty are
ratified and shall remain and continue in full force and effect with respect to
the Lease.


JOHN A. LEVIN & CO.


By: ____________________________________
    Name:
    Title:


<PAGE>
                                   Exhibit A

                    3rd Floor Additional Premises Floor Plan
<PAGE>























                                  [FLOOR PLAN]
<PAGE>


                                   EXHIBIT B

                               ABANDONED PROPERTY

56 desks
20 overhead, built-in cabinets
 2 wardrobes
 1 large conference table (in corner office/conference room)
 3 long training tables (in main conference room at reception)
 1 fixed table in computer room
 Detached cubicle walls (if any to extent there are any in the
 4th Floor Premises)