Exhibit 10.20







                               AGREEMENT OF LEASE


                                     BETWEEN


                                 AHM SPV II, LLC


                                       AND


                          AMERICAN HOME MORTGAGE CORP.


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                               TABLE OF CONTENTS

                                                                            PAGE

SPACE ........................................................................4
TERM .........................................................................4
RENT .........................................................................5
USE ..........................................................................6
LANDLORD ALTERATION...........................................................7
SERVICES......................................................................7
LANDLORD'S REPAIRS............................................................7
WATER SUPPLY..................................................................8
PARKING FIELD.................................................................8
DIRECTORY.....................................................................8
TAXES AND OTHER CHARGES.......................................................8
TENANT'S REPAIRS.............................................................10
FIXTURES & INSTALLATIONS.....................................................10
ALTERATIONS..................................................................11
REQUIREMENTS OF LAW..........................................................14
END OF TERM..................................................................15
QUIET ENJOYMENT..............................................................17
SIGNS .......................................................................17
RULES AND REGULATIONS........................................................17
RIGHT TO SUBLET OR ASSIGN....................................................19
LANDLORD'S ACCESS TO PREMISES................................................22
SUBORDINATION................................................................24
PROPERTY LOSS, DAMAGE REIMBURSEMENT..........................................25
DESTRUCTION - FIRE OR OTHER CASUALTY.........................................26
INSURANCE....................................................................27
EMINENT DOMAIN...............................................................30
NONLIABILITY OF LANDLORD.....................................................31
DEFAULT......................................................................31
TERMINATION ON DEFAULT.......................................................33
DAMAGES......................................................................34
SUMS DUE LANDLORD............................................................35
NO WAIVER....................................................................36
WAIVER OF TRIAL BY JURY......................................................38
NOTICES......................................................................38
INABILITY TO PERFORM.........................................................38
TENANT'S TAKING POSSESSION...................................................39
SUBSTITUTED PREMISES.........................................................40


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ENTIRE AGREEMENT.............................................................40
DEFINITIONS..................................................................41
PARTNERSHIP TENANT...........................................................41
SUCCESSORS, ASSIGNS, ETC.....................................................42
BROKER.......................................................................42
CAPTIONS.....................................................................42
NOTICE OF ACCIDENTS..........................................................42
TENANT'S AUTHORITY TO ENTER LEASE............................................42
SCHEDULE.......................................................................
SCHEDULE.......................................................................
SCHEDULE.......................................................................
SCHEDULE.......................................................................
EXHIBIT 1......................................................................


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      AGREEMENT OF LEASE, made as of this 24th day of November, 2003, between
AHM SPV II,, LLC, a Delaware limited liability company, having its principal
office at 538 Broadhollow Road, Melville, New York 11747 (hereinafter referred
to as "Landlord"), and AMERICAN HOME MORTGAGE CORP., a New York corporation,
having its principal place of business at 538 Broadhollow Road, Melville, New
York 11747 (hereinafter referred to as "Tenant").

      WITNESSETH: Landlord and Tenant hereby covenant and agree as follows:


                                      SPACE

      1.   Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the space substantially as shown on the Rental Plan initialed by the
parties and made part hereof as Exhibit "1" ("Demised Premises" or "Premises")
in the building, located at 538 Broadhollow Road, Melville, New York 11747
(hereinafter referred to as the "Building"), and the parties stipulate and agree
that such space contains 107,181 square feet in a Building containing 182,600
square feet, which Premises constitutes 58.70% of the area of the Building
("Tenant's Proportionate Share"). The Demised Premises consist of leasable
square footage that can be occupied by Tenant of even date herewith, and
leasable square footage currently occupied by Lumbermen Mutual Casualty Company,
d/b/a Kemper Insurance Companies, Hewlett-Packard Company and Fireman's Fund
Insurance Company under existing leases (the "Occupied Premises"). Tenant shall
occupy each area of the Premises where tenant improvements are being undertaken
promptly upon the completion thereof.


                                      TERM

      2.   (a) The term ("Term", "term" or "Demised Term") of this Lease shall
commence upon the execution of this Lease. Subject to the provisions of this
Article 2, Tenant's right to occupy the Demised Premises and Tenant's obligation
to pay Rent (as defined in Article 3 hereof) and all items of additional rent
shall commence on December 1, 2003 (the "Rent Commencement Date"). The Term of
this Lease shall expire on November 30, 2018 (the "Expiration Date").

            (b) If on the foregoing date specified for the Rent Commencement
Date, the Occupied Premises or any portion thereof has not been surrendered by
the afore-mentioned tenants, then the Rent Commencement Date with regard to the
Occupied Premises or such portion thereof shall be postponed until the date
which shall be thirty (30) days from the date of the surrender of the subject
premises.

            (c ) A "Lease Year" shall be comprised of a period of twelve (12)
consecutive months. The first Lease Year shall commence on the Rent Commencement
Date but,


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notwithstanding the first sentence of this paragraph, if the Rent Commencement
Date is not the first day of a month, then the first Lease Year shall include
the additional period from the Rent Commencement Date to the end of the then
current month. Each succeeding Lease Year shall end on the anniversary date of
the last day of the preceding Lease Year. For example, if the Rent Commencement
date is April 1, 2003, the first Lease Year would begin on April 1, 2003, and
end on March 31, 2004, and each succeeding Lease Year would end on March 31st.
If, however, the Rent Commencement Date is April 2, 2003 the first Lease Year
would end on April 30, 2003, the second Lease Year would commence on May 1,
2004, and each succeeding Lease Year would end on April 30th.

            (d) Within five (5) business days after Landlord's delivery to
Tenant of a Rent Commencement Date Certificate (confirming the Rent Commencement
Date under this Lease and, if applicable, the date of substantial completion),
Tenant will sign and return said Certificate to Landlord. If Tenant shall fail
to sign and return said certificate within such five (5) business day period, or
to object to the accuracy of the dates therein within such period, Tenant shall
be deemed to have approved the dates set forth in said certificate.

            (e) Tenant shall have the right, to be exercised as hereinafter
provided, to extend the term of this Lease for two periods of five (5) years,
the "First Option" to run from the sixteenth Lease year through the twentieth
Lease year, and the "Second Option" to run from the twenty-first Lease year
through the twenty-fifth Lease year, upon the following terms and conditions:

                  (i) That at the time of the exercise of such right and at the
time of the commencement of the First Option, and the Second Option,
respectively, Tenant shall not be in default in the performance of any of the
terms, covenants or conditions which Tenant is required to perform under this
Agreement.

                  (ii) That Tenant shall notify Landlord in writing that Tenant
intends to exercise such option at least twelve (12) months prior to the
termination of the respective Lease term.

                  (iii) That such renewal term shall be upon the same terms,
covenants and conditions as in this Lease provided that: (a) there shall be no
further option to extend the term of this Lease beyond the Second Option, and
(b) Tenant shall accept the Premises in its then "as is" condition.


                                      RENT

      3.    (a) During the period running from the Rent Commencement Date and
running through the fifteenth Lease Year, the annual base rent (the "Base Rent")
shall be $30.50 per square foot, payable in monthly installments of $272,418.37.


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            (b) If Tenant exercises its First Option, the Base Rent during the
term of the First Option renewal period shall be $31.90 per square foot, payable
in monthly installments of $284,923.00.

            (c ) If Tenant exercises its Second Option, the Base Rent during the
term of the Second Option period shall be $33.37 per square foot, payable in
monthly installments of $298,052.00.

            (d) Tenant agrees to pay the Rent to Landlord, without notice or
demand, in lawful money of the United States which shall be legal tender in
payment of the debts and dues, public and private, at the time of payment in
advance on the first day of each calendar month during the Demised Term at the
office of the Landlord, or at such other place as Landlord shall designate,
except that Tenant shall pay the first monthly installment on the execution
hereof. Tenant shall pay the Rent as above and as hereinafter provided, without
any set off or deduction whatsoever. Should the Rent Commencement Date be a date
other than the first day of a calendar month, the Tenant shall pay a pro rata
portion of the Rent on a per diem basis, based upon the full calendar month of
the first Lease Year, from such date to and including the last day of that
current calendar month, and the first Lease Year shall include said partial
month. The Rent payable for such partial month shall be in addition to the Rent
payable pursuant to the Rent schedule set forth above.


                                       USE

      4. (a) Tenant shall use and occupy the Demised Premises only for executive
and administrative offices and for no other purpose.

            (b) Tenant shall not use or occupy, suffer or permit the Demised ,
or any part thereof, to be used in any manner which would in any way, in the
reasonable judgment of Landlord, (i) violate any laws or regulations of public
authorities; (ii) make void or voidable any insurance policy then in force with
respect to the Building; (iii) impair the appearance, character or reputation of
the Building; (iv) discharge objectionable fumes, vapors or odors into the
Building, air-conditioning systems or Building flues or vents in such a manner
as to offend other occupants. The provisions of this Section shall not be deemed
to be limited in any way to or by the provisions of any other Section or any
Rule or Regulation.

            (c) The emplacement of any equipment which will impose an evenly
distributed floor load in excess of 100 pounds per square foot shall be done
only after written permission is received from the Landlord. Such permission
will be granted only after adequate proof is furnished by a professional
engineer that such floor loading will not overload the structure. Business
machines and mechanical equipment in the Premises shall be placed and maintained
by Tenant, at Tenant's


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expense, in such manner as shall be sufficient in Landlord's judgment to absorb
vibration and noise and prevent annoyance or inconvenience from extending out of
the Demised Premises or to Landlord or any other tenants or occupants of the
Building.

            (d) Tenant will not at any time use or occupy the Demised Premises
in violation of the certificate of occupancy (temporary or permanent) issued for
the Building or portion thereof of which the Demised Premises form a part.

            (e) Except if specifically permitted under Subsection (a) of this
Article, Tenant shall not use the Demised Premises or permit the Demised
Premises to be used for any of the prohibited uses set forth in Article 20(j)
hereof.


                               LANDLORD ALTERATION

      5.    Landlord, at its expense (unless otherwise noted on either the
Rental Plan annexed hereto as Exhibit 1, Schedule "A", the preliminary plans
and/or the construction drawings), will perform the work and make the
installations, as set forth in Schedule "A" annexed hereto and the Rental Plan
annexed hereto as Exhibit 1, which work is sometimes hereinafter referred to as
the "Landlord's Initial Construction". In the event that there is a conflict or
inconsistency between the provisions of this Lease (including the Exhibits and
Schedules annexed hereto) and the work set forth on the final construction
documents to be prepared by Landlord for Landlord's Initial Construction and
approved by Landlord and Tenant after the date hereof, such final construction
documents shall be controlling.


                                    SERVICES

      6.    As long as Tenant is not in default under this Lease, Landlord,
during the hours of 8:00 A.M. to 6:00 P.M. on weekdays and on Saturdays from
8:00 A.M. to 1:00 P.M. ("Working Hours"), excluding legal holidays, shall
furnish the Demised Premises with heat and air-conditioning in the respective
seasons, and provide the Demised Premises with electricity for lighting and
usual office equipment, as set forth in Schedule "C". Tenant, with the consent
of Landlord, which consent shall not be unreasonably withheld, shall have the
right to designate other hours, so long as the total hours per week do not
exceed fifty-five (55), subject to the provisions of Schedule "C". At any hours
other than the aforementioned, such services will be provided at Tenant's
expense in accordance with Schedule "C".


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                               LANDLORD'S REPAIRS

      7.    Landlord, at its expense, will make all the repairs to and provide
the maintenance for the Demised Premises (excluding painting and decorating) and
for all public areas and facilities as set forth in Schedule "B", except such
repairs and maintenance as may be necessitated by the negligence, improper care
or use of such premises and facilities by Tenant, its agents, employees,
licensees or invitees, which will be made by Landlord at Tenant's expense.


                                  WATER SUPPLY

      8.    Landlord, at its expense, shall furnish hot and cold or tempered
water for lavatory purposes only.


                                  PARKING FIELD

      9.    Tenant shall have the right to use its proportionate share of total
number of spaces in the parking area designated for tenants of the Building
(hereinafter sometimes referred to as "Building Parking Area") for the parking
of automobiles of Tenant, its employees and invitees therein, subject to the
Rules and Regulations now or hereafter adopted by Landlord. Tenant shall not use
nor permit any of its officers, agents or employees to use any parking spaces in
excess of Tenant's allotted number of spaces therein.


                                    DIRECTORY

      10.   Landlord will furnish on the building directory listings requested
by Tenant. The initial listings will be made at Landlord's expense and any
subsequent changes by Tenant shall be made at Tenant's expense. Landlord's
acceptance of any name for listing on the directory will not be deemed, nor will
it substitute for, Landlord's consent, as required by this Lease, to any
sublease, assignment or other occupancy of the Premises.


                             TAXES AND OTHER CHARGES

      11.   (a) As used in and for the purposes of this Article 11, the
following definitions shall apply:

                  (i) "Taxes" shall be the real estate taxes,
payments-in-lieu-of-taxes ("PILOTs"), assessments, special or otherwise, sewer
rents, rates and charges, and any other governmental charges, general, specific,
ordinary or extraordinary, foreseen or unforeseen, levied on a calendar year or
fiscal year basis against the Real Property. If at any time during the Term the


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method of taxation prevailing at the date hereof shall be altered so that there
shall be levied, assessed or imposed in lieu of, or as in addition to, or as a
substitute for, the whole or any part of the taxes, levies, impositions or
charges now levied, assessed or imposed on all or any part of the Real Property
(a) a tax, assessment, levy, imposition or charge based upon the rents received
by Landlord, whether or not wholly or partially as a capital levy or otherwise,
or (b) a tax, assessment, levy, imposition or charge measured by or based in
whole or in part upon all or any part of the Real Property and imposed on
Landlord, or (c) a license fee measured by the rent payable by Tenant to
Landlord, or (d) any other tax, levy, imposition, charge or license fee however
described or imposed; then all such taxes, levies, impositions, charges or
license fees or any part thereof, so measured or based, shall be deemed to be
Taxes.

                  (ii) "Base Year Taxes" shall be the Taxes actually due and
payable with respect to the 2003/2004 tax year.

                  (iii) "Escalation Year" shall mean each calendar year which
shall include any part of the Demised Term.

                  (iv) "Real Property" shall be the land upon which the Building
stands and any part or parts thereof utilized for parking, landscaped areas or
otherwise used in connection with the Building, and the Building and other
improvements appurtenant thereto.

            (b)   The Tenant shall pay the Landlord increases in Taxes levied
against the Real Property as follows: If the Taxes actually due and payable with
respect to the Real Property in any Escalation Year shall be increased above the
Base Year Taxes, then the Tenant shall pay to the Landlord, as additional rent
for such Escalation Year, a sum equal to Tenant's Proportionate Share of said
increase ("Tenant's Tax Payment" or "Tax Payment").

            (c)   Landlord shall render to Tenant a statement containing a
computation of Tenant's Tax Payment ("Landlord's Statement"). Within fifteen
(15) days after the rendition of the Landlord's Statement, Tenant shall pay to
Landlord the amount of Tenant's Tax Payment. On the first day of each month
following the rendition of each Landlord's Statement, Tenant shall pay to
Landlord, on account of Tenant's next Tax Payment, a sum equal to one-twelfth
(1/12th) of Tenant's last Tax Payment due hereunder, which sum shall be subject
to adjustment for subsequent increases in Taxes.

            (d)   If during the Term Taxes are required to be paid as a tax
escrow payment to a mortgagee, then, at Landlord's option, the installments of
Tenant's Tax Payment shall be correspondingly accelerated so that Tenant's Tax
Payment or any installment thereof shall be due and payable by Tenant to
Landlord at least thirty (30) days prior to the date such payment is due to such
mortgagee.


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            (e)   Tenant shall not, without Landlord's prior written consent,
institute or maintain any action, proceeding or application in any court or body
or with any governmental authority for the purpose of changing the Taxes.

            (f)   Landlord's failure to render a Landlord's Statement with
respect to any Escalation Year shall not prejudice Landlord's right to render a
Landlord's Statement with respect to any Escalation Year. The obligations of
Tenant under the provisions of this Article with respect to any additional rent
for any Escalation Year shall survive the expiration or any sooner termination
of the Demised Term.


                                TENANT'S REPAIRS

      12.   Tenant shall take good care of the Demised Premises and, subject to
the provisions of Article 7 hereof, Landlord at the expense of Tenant, shall
make as and when needed as a result of misuse or neglect by Tenant or Tenant's
servants, employees, agents or licensees, all repairs in and about the Demised
Premises necessary to preserve them in good order and condition. Except as
provided in Article 24 hereof, there shall be no allowance to Tenant for a
diminution of rental value and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from Landlord, Tenant or
others making any repairs, alterations, additions or improvements in or to any
portion of the Building or of Demised Premises, or in or to the fixtures,
appurtenances or equipment thereof, and no liability upon Landlord for failure
of Landlord or others to make any repairs, alterations, additions or
improvements in or to any portion of the Building or of the Demised Premises, or
in or to the fixtures, appurtenances or equipment thereof.


                            FIXTURES & INSTALLATIONS

      13.   All appurtenances, fixtures, improvements, additions and other
property attached to or built into the Demised Premises, whether by Landlord or
Tenant or others, and whether at Landlord's expense, or Tenant's expense, or the
joint expense of Landlord and Tenant, shall be and remain the property of
Landlord (except for purposes of sales tax which shall remain Tenant's
obligation). All trade fixtures, furniture, furnishings and other articles of
movable personal property owned by Tenant and located within the Premises
(collectively, "Tenant's Property") may be removed from the Premises by Tenant
at any time during the Term. Tenant, before so removing Tenant's Property, shall
establish to Landlord's satisfaction that no structural damage or change will
result from such removal and that Tenant can and promptly will repair and
restore any damage caused by such removal without cost or charge to Landlord.
Any such repair and removal shall itself be deemed an Alteration (as defined in
Article 14 below) within the purview of this Lease. Any Tenant's Property for
which Landlord shall have granted any allowance, contribution or credit to
Tenant shall, at Landlord's option, not be so removed. All the outside walls of
the Demised Premises, including


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corridor walls and the outside entrance doors to the Demised Premises, any
balconies, terraces or roofs adjacent to the Demised Premises, and any space in
the Demised Premises used for shafts, stacks, pipes, conduits, ducts or other
building facilities, and the use thereof, as well as access thereto in and
through the Demised Premises for the purpose of operation, maintenance,
decoration and repair, are expressly reserved to Landlord, and Landlord does not
convey any rights to Tenant therein. Notwithstanding the foregoing, Tenant shall
enjoy full right of access to the Demised Premises through the public entrances,
public corridors and public areas within the Building.


                                   ALTERATIONS

      14.   (a) Tenant shall make no alterations, decorations, installations,
additions or improvements (hereinafter collectively referred to as
"Alterations") in or to the Demised Premises without the consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed. Tenant
may make written request to Landlord that certain Alterations be made to the
Demised Premises, but all such Alterations shall be performed, if at all, at the
sole cost and expense of Tenant.

            (b) In the event that Landlord, in its sole and absolute discretion,
permits Tenant to perform specific Alterations (the "Permitted Alterations"),
the following provisions shall apply:

                  (i) All Permitted Alterations done by Tenant shall at all
times comply with (a) laws, rules, orders and regulations of governmental
authorities having jurisdiction thereof, and (b) rules and regulations of the
Landlord attached as Schedule D.

                  (ii) With respect to all Permitted Alterations, architectural
and engineering plans and specifications prepared by and at the expense of
Tenant shall be submitted to Landlord for its prior written approval in
accordance with the following requirements:

                        (A) With respect to any Permitted Alterations to be
performed by Tenant pursuant to this Lease, Tenant shall, at its expense,
furnish Landlord with complete architectural, mechanical and electrical
construction documents for work to be performed by Tenant (the "Tenant's
Plans"). All of the Tenant's Plans shall: (x) be compatible with the Landlord's
building systems and specifications, (y) comply with all applicable laws and the
rules, regulations, requirements and orders of any and all governmental
agencies, departments or bureaus having jurisdiction, and (z) be fully detailed,
including locations and complete dimensions;

                        (B) Tenant's Plans shall be subject to approval by
Landlord;

                        (C) Tenant shall, at Tenant's expense, (x) cause
Tenant's Plans to be filed with the governmental agencies having jurisdiction
thereover, (y) obtain when necessary all


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governmental permits, licenses and authorizations required for the work to be
done in connection therewith, and (z) obtain all necessary certificates of
occupancy, both temporary and permanent. Landlord shall execute such documents
as may be reasonably required in connection with the foregoing and Landlord
shall otherwise cooperate with Tenant in connection with obtaining the
foregoing, but without any expense to Landlord. Tenant shall make no amendments
or additions to Tenant's Plans without the prior written consent of Landlord in
each instance;

                        (D) No work shall commence in the Premises until (x)
Tenant has procured all necessary permits therefor and has delivered copies of
same to Landlord, (y) Tenant has procured a paid builder's risk insurance policy
naming Landlord as an additional insured and has delivered to Landlord a
certificate of insurance evidencing such policy, and (z) Tenant or its
contractor has procured a workmen's compensation insurance policy covering the
activities of all persons working at the Premises naming Landlord as an
additional insured and has delivered to Landlord a certificate of insurance
evidencing such policy;

                        (E) Tenant may use any licensed architect or engineer to
prepare its plans and to file for permits. However, all such plans and permit
applications shall be subject to review, revision and approval by Landlord or
its architect;

                        (F) Tenant, at its expense, shall perform all work in
connection with all Permitted Alterations, in accordance with Tenant's Plans,
and such work shall be subject to Landlord's supervisory fee charge of 10% of
the cost thereof. In receiving such fee, Landlord assumes no responsibility for
the quality or manner (including, without limitation, the means, methods and/or
techniques) in which such work has been performed; and

                        (G) Tenant agrees that it will not, either directly or
indirectly, use any contractors and/or labor and/or materials if the use of such
contractors and/or labor and/or materials would or will create any difficulty
with other contractors and/or labor engaged by Tenant or Landlord or others in
the construction, maintenance or operation of the Building or any part thereof.

                  (iii) Tenant's Permitted Alterations shall be subject to the
following additional conditions: (a) the Permitted Alterations will not result
in a violation of, or require a change in, any Certificate of Occupancy
applicable to the Premises or the Building; (b) the outside appearance,
character or use of the Building shall not be affected; (c) no part of the
Building outside of the Premises shall be physically affected; (d) the proper
functioning of any mechanical and electrical system of the Building shall not be
affected.

                  (iv) Tenant shall defend, indemnify and save harmless Landlord
against any and all mechanics' and other liens filed in connection with its
Permitted Alterations, repairs or installations, including the liens of any
conditional sales of, or chattel mortgages upon, any materials, fixtures or
articles so installed in and constituting part of the Premises and against any
loss, cost,


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liability, claim, damage and expense, including reasonable counsel fees,
penalties and fines incurred in connection with any such lien, conditional sale
or chattel mortgage or any action or proceeding brought thereon. As a condition
precedent to Landlord's consent to the making by Tenant of Permitted
Alterations, Tenant agrees to obtain and deliver to Landlord, written and
unconditional waivers of mechanics' liens for all work, labor and services to be
performed and materials to be furnished, signed by all contractors,
subcontractors, materialmen and laborers to become involved in such work.

                  (v) Tenant, at its expense, shall procure the satisfaction or
discharge of all such liens within ten (10) days of the filing of such lien
against the Premises or the Building. If Tenant shall fail to cause such lien to
be discharged within the aforesaid period, then, in addition to any other right
or remedy, Landlord may, but shall not be obligated to, discharge the same
either by paying the amount claimed to be due or by procuring the discharge of
such lien by deposit or by bonding proceedings, and in any such event Landlord
shall be entitled, if Landlord so elects, to compel the prosecution of an action
for the foreclosure of such lien by the lienor and to pay the amount of the
judgment in favor of the lienor with interest, costs and allowances. Any amount
so paid by Landlord, and all costs and expenses incurred by Landlord in
connection therewith, together with interest thereon at the maximum rate
permitted by law from the respective dates of Landlord's making of the payments
or incurring of the cost and expense, shall constitute additional rent and shall
be paid on demand.

                  (vi) Nothing in this Lease contained shall be construed in any
way as constituting the consent or request of Landlord, expressed or implied, to
any contractor, subcontractor, laborer or materialman for the performance of any
labor or the furnishing of any material for any improvement, alteration or
repair of the Premises, nor as giving any right or authority to contract for the
rendering of any services or the furnishing of any materials that would give
rise to the filing of any mechanics' liens against the Premises.

            (c) Tenant shall not be permitted to make, or to engage a contractor
or artist to make, any Alterations, decorations, installations, additions or
other improvements ("Visual Alteration") which may be considered a work of
visual art of any kind, and/or which might fall within the protections of the
Visual Artists Rights Act of 1990 ("VARA") unless:

               (i) Tenant obtains, from each artist and/or contractor who will
be involved in said Visual Alteration, valid written waivers of such artist's
and/or contractor's rights under VARA in form and content reasonably acceptable
to Landlord; and

               (ii) Landlord consents to such Visual Alteration in writing.

            In the event that a claim is brought under VARA with respect to any
Visual Alteration performed in or about the Building by or at the request of
Tenant or Tenant's agents or employees,


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Tenant shall indemnify and hold harmless Landlord against and from any and all
such claims. If any action or proceeding shall be brought against Landlord by
reason of such claim under VARA, Tenant agrees that Tenant, at its expense, will
resist and defend such action or proceeding and will employ counsel satisfactory
to Landlord therefor. Tenant shall also pay any and all damages sustained by
Landlord as a result of such claim, including, without limitation, attorney's
fees and the cost to Landlord of complying with VARA protections (which shall
include damages sustained as a result of Landlord's inability to remove Visual
Alterations from the Premises). Failure of Tenant to strictly comply with the
provisions of this Article 14(c) shall be deemed a default under this Lease, and
Landlord shall be entitled to pursue all appropriate remedies provided herein,
as well as at law or in equity. The provisions of this Article 14(c) shall
survive the expiration or sooner termination of this Lease.


                               REQUIREMENTS OF LAW

      15.   (a) Tenant, at Tenant's sole cost and expense, shall comply with all
statutes, laws, ordinances, orders, regulations and notices of Federal, State,
County and Municipal authorities, and with all directions, pursuant to law, of
all public officers, which shall impose any duty upon Landlord or Tenant with
respect to the Demised Premises or the use or occupation thereof, except that
Tenant shall not be required to make any structural alterations in order so to
comply unless such alterations shall be necessitated or occasioned, in whole or
in part, by the acts, omissions, or negligence of Tenant or any person claiming
through or under Tenant or any of their servants, employees, contractors,
agents, visitors or licensees, or by the use or occupancy or manner of use or
occupancy of the Demised Premises by Tenant, or any such person, in which case
such structural alterations shall be made by Landlord at Tenant's sole cost and
expense.

            (b) The parties acknowledge that there are certain Federal, State
and local laws, regulations and guidelines now in effect and that additional
laws, regulations and guidelines may hereafter be enacted, relating to or
affecting the Premises, the Building, and the land of which the Premises and the
Building may be a part, concerning the impact on the environment of
construction, land use, the maintenance and operation of structures and the
conduct of business. Tenant will not cause, or permit to be caused, any act or
practice, by negligence, omission, or otherwise, that would adversely affect the
environment or do anything or permit anything to be done that would violate any
of said laws, regulations, or guidelines. Any violation of this covenant shall
be an event of default under this Lease.

            (c) Tenant shall keep or cause the Premises to be kept free of
Hazardous Materials (hereinafter defined). Without limiting the foregoing,
Tenant shall not cause or permit the Premises to be used to generate,
manufacture, refine, transport, treat, store, handle, dispose, transfer, produce
or process Hazardous Materials, except in compliance with all applicable
Federal, State and Local laws or regulations, nor shall Tenant cause or permit,
as a result of any intentional or unintentional


                                       14
<PAGE>

act or omission on the part of Tenant or any person or entity claiming through
or under Tenant or any of their employees, contractors, agents, visitors or
licensees (collectively, "Related Parties"), a release of Hazardous Materials
onto the Premises or onto any other property. Tenant shall comply with and
ensure compliance by all Related Parties with all applicable Federal, State and
Local laws, ordinances, rules and regulations, whenever and by whomever
triggered, and shall obtain and comply with, and ensure that all Related Parties
obtain and comply with, any and all approvals, registrations or permits required
thereunder. With respect to Hazardous Materials for which Tenant is responsible
hereunder, Tenant shall (i) conduct and complete all investigations, studies,
samplings, and testing, and all remedial removal and other actions necessary to
clean up and remove such Hazardous Materials, on, from, or affecting the
Premises (A) in accordance with all applicable Federal, State and Local laws,
ordinances, rules, regulations, policies, orders and directives, and (B) to the
reasonable satisfaction of Landlord, and (ii) defend, indemnify, and hold
harmless Landlord, its employees, agents, officers, and directors, from and
against any claims, demands, penalties, fines, liabilities, settlements,
damages, costs, or expenses of whatever kind or nature, known or unknown,
contingent or otherwise, arising out of, or in any way related to, (A) the
presence, disposal, release, or threatened release of such Hazardous Materials
which are on, from, or affecting the soil, water, vegetation, buildings,
personal property, persons, animals, or otherwise; (B) any personal injury
(including wrongful death) or property damage (real or personal) arising out of
or related to such Hazardous Materials; (C) any lawsuit brought or threatened,
settlement reached, or government order relating to such Hazardous Materials;
and/or (D) any violation of laws, orders, regulations, requirements, or demands
of government authorities, or any policies or requirements of Landlord which are
based upon or in any way related to such Hazardous Materials, including, without
limitation, reasonable attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation expenses. In the event this Lease
is terminated, or Tenant is dispossessed, Tenant shall deliver the Premises to
Landlord free of any and all Hazardous Materials so that the conditions of the
Premises shall conform with all applicable Federal, State and Local laws,
ordinances, rules or regulations affecting the Premises. For purposes of this
paragraph, "Hazardous Materials" includes, without limitation, any flammable
explosives, radioactive materials, hazardous materials, hazardous wastes,
hazardous or toxic substances, or related materials defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended (42
U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as
amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Sections 9601, et seq.), and in the
regulations adopted and publications promulgated pursuant thereto, or any other
Federal, State or Local environmental law, ordinance, rule, or regulation.
Tenant's obligations under this Article 15 shall survive the expiration or
earlier termination of the term of this Lease.


                                   END OF TERM

      16.   (a) Upon the expiration or other termination of the Term of this
Lease, Tenant shall, at its own expense, quit and surrender to Landlord the
Demised Premises, broom clean, in good order


                                       15
<PAGE>

and condition, ordinary wear, tear and damage by fire or other insured casualty
excepted, and Tenant shall remove all of its property and shall pay to Landlord
the cost to repair all damage to the Demised Premises or the Building occasioned
by such removal. All fixtures, and all paneling, partitions, railings,
staircases and like installations, installed in the Demised Premises at any
time, either by Tenant or by Landlord on Tenant's behalf, shall become the
property of Landlord and shall remain upon and be surrendered with the Demised
Premises unless Landlord elects at the time of such installation to have such
installations removed at Tenant's expense, in which event, the same shall be
removed and the Demised Premises returned to its original condition prior to
expiration of the Term hereof, at Tenant's expense. Any property not removed
from the Premises shall be deemed abandoned by Tenant and may be retained by
Landlord, as its property, or disposed of in any manner deemed appropriate by
the Landlord. Notwithstanding the foregoing, in the event that Tenant employs
the use of an uninterrupted power supply system or any other battery- based
equipment, Tenant shall remove such equipment prior to the expiration of the
Term at its sole expense and in compliance with all applicable laws, rules and
regulations. Any expense incurred by Landlord in removing or disposing of such
property shall be reimbursed to Landlord by Tenant on demand. Tenant expressly
waives, for itself and for any person claiming through or under Tenant, any
rights which Tenant or any such person may have under the provisions of Section
2201 of the New York Civil Practice Law and Rules and of any successor law of
like import then in force, in connection with any holdover or summary proceeding
which Landlord may institute to enforce the foregoing provisions of this
Article. Tenant's obligation to observe or perform this covenant shall survive
the expiration or other termination of the Term of this Lease. If the last day
of the Term of this Lease or any renewal hereof falls on Sunday or a legal
holiday, this Lease shall expire on the business day immediately preceding.
Tenant's obligations under this Article 16 shall survive the Expiration Date or
sooner termination of this Lease.

            (b) In the event of any holding over by Tenant after the expiration
or termination of this Lease without the consent of Landlord, Tenant shall:

               (i) pay as holdover rental for each month of the holdover tenancy
an amount equal to the greater of (a) the fair market rental value of the
Premises for such month (as reasonably determined by Landlord) or (b) one
hundred fifty (150%) percent of the Rent payable by Tenant for the month prior
to the Expiration Date, and otherwise observe, fulfill and perform all of its
obligations under this Lease, including but not limited to, those pertaining to
additional rent, in accordance with its terms;

               (ii) be liable to Landlord for any payment or rent concession
which Landlord may be required to make to any tenant in order to induce such
tenant not to terminate an executed Lease covering all or any portion of the
Premises by reason of the holdover by Tenant; and

               (iii) be liable to Landlord for any damages suffered by Landlord
as the result of Tenant's failure to surrender the Premises.


                                       16
<PAGE>

      No holding over by Tenant after the Term shall operate to extend the Term.

      The holdover, with respect to all or any part of the Premises, of a person
deriving an interest in the Premises from or through Tenant, including, but not
limited to, an assignee or subtenant, shall be deemed a holdover by Tenant.

            Notwithstanding anything in this Article contained to the contrary,
the acceptance of any Rent paid by Tenant pursuant to this Paragraph 16(b),
shall not preclude Landlord from commencing and prosecuting a holdover or
eviction action or proceeding or any action or proceeding in the nature thereof.
The preceding sentence shall be deemed to be an "agreement expressly providing
otherwise" within the meaning of Section 232-c of the Real Property Law of the
State of New York and any successor law of like import.

            (c)   If at any time during the last month of the Term Tenant shall
have removed all or substantially all of Tenant's property from the Premises,
Landlord may, and Tenant hereby irrevocably grants to Landlord a license to,
immediately enter and alter, renovate and redecorate the Premises, without
elimination, diminution or abatement of Rent, or incurring liability to Tenant
for any compensation, and such acts shall have no effect upon this Lease.


                                 QUIET ENJOYMENT

      17.   Landlord 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 Demised Premises during the Term of this
Lease without hindrance or molestation by anyone claiming by or through
Landlord, subject, nevertheless, to the terms, covenants and conditions of this
Lease including, but not limited to, Article 22.


                                      SIGNS

      18.   Tenant shall not place any signs or lettering of any nature on or in
any window or on the exterior of the Building or elsewhere within the Demised
Premises such as will be visible from the street. Tenant shall not place any
sign or lettering in the public corridors or on the doors (except for Landlord's
standard name plaque).


                                       17
<PAGE>

                              RULES AND REGULATIONS

      19.   Tenant and Tenant's agents, employees, visitors, and licensees shall
faithfully observe and comply with, and shall not permit violation of, the Rules
and Regulations set forth on Schedule D annexed hereto and made part hereof, and
with such further reasonable Rules and Regulations as Landlord at any time may
make and communicate in writing to Tenant which, in Landlord's judgment, shall
be necessary for the reputation, safety, care and appearance of the Building and
the land allocated to it or the preservation of good order therein, or the
operation or maintenance of the Building, and such land, its equipment, or the
more useful occupancy or the comfort of the tenants or others in the Building.
Landlord shall not be liable to Tenant for the violation of any of said Rules
and Regulations, or the breach of any covenant or condition, in any Lease by any
other tenant in the Building.


                                       18
<PAGE>


                            RIGHT TO SUBLET OR ASSIGN

      20.   (a) Tenant covenants that it shall not assign this Lease nor sublet
the Demised Premises or any part thereof by operation of law or otherwise,
including, without limitation, an assignment or subletting as defined in (c)
below, without the prior written consent of Landlord in each instance, except on
the conditions hereinafter stated. Tenant may assign this Lease or sublet all or
a portion of the Demised Premises with Landlord's written consent, provided:

            (i)   That such assignment or sublease is for a use which is in
compliance with this Lease and the then-existing zoning regulations and the
Certificate of Occupancy;

            (ii)  That, at the time of such assignment or subletting, there is
no default beyond the expiration of any cure period under the terms of this
Lease on the Tenant's part;

            (iii) That, in the event of an assignment, the assignee shall assume
in writing the performance of all of the terms and obligations of this Lease;

            (iv)  That a duplicate original of said assignment or sublease shall
be delivered by certified mail to the Landlord at the address herein set forth
within ten (10) days from the said assignment or sublease and within ninety (90)
days of the date that Tenant first advises Landlord of the name and address of
the proposed subtenant or assignee, as required pursuant to subparagraph (g)
hereof;

            (v)   Such assignment or subletting shall not, however, release the
within Tenant or any successor tenant or any guarantor from their liability for
the full and faithful performance of all of the terms and conditions of this
Lease;

            (vi)  If this Lease be assigned, or if the Demised Premises or any
part thereof be underlet or occupied by anybody other than Tenant, Landlord may
after default by Tenant collect rent from the assignee, undertenant or occupant,
and apply the net amount collected to the rent herein reserved; and

            (vii) That, in the event Tenant shall request Landlord's consent to
a proposed assignment of this Lease or proposed sublease of all or a portion of
the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable
attorney fees incurred by Landlord in processing such request.

            (b)   Tenant may, without the consent of Landlord, assign this Lease
to an affiliated (i.e., a corporation 20% or more of whose capital stock is
owned by the same stockholders owning 20% or more of Tenant's capital stock),
parent or subsidiary corporation of Tenant or to a corporation


                                       19
<PAGE>

to which it sells or assigns all or substantially all of its assets or stock or
with which it may be consolidated or merged, provided such purchasing,
consolidated, merged, affiliated or subsidiary corporation shall, in writing,
assume and agree to perform all of the obligations of Tenant under this Lease
and it shall deliver such assumption with a copy of such assignment to Landlord
within ten (10) days thereafter, and provided further that Tenant shall not be
released or discharged from any liability under this Lease by reason of such
assignment.

      (c)   For purposes of this Article 20, (i) the transfer of a majority of
the issued and outstanding capital stock of any corporate tenant, or of a
corporate subtenant, or the transfer of a majority of the total equitable
ownership interests in any tenant or subtenant of another business form, however
accomplished, whether in a single transaction or in a series of related or
unrelated transactions, shall be deemed an assignment of this Lease, or of such
sublease, as the case may be, except that this Section shall not be applicable
to any corporation, the majority of outstanding voting stock of which is listed
on the National Securities Exchange (as defined in the Securities Exchange Act
of 1934, as amended). For the purposes of this Section, stock ownership shall be
determined in accordance with the principals set forth in Section 544 of the
Internal Revenue Code of 1954, and the term "voting stock" shall refer to shares
of stock regularly entitled to vote for the election of the directors of the
corporation; (ii) any person or legal representative of Tenant, to whom Tenant's
interest under this Lease passes by operation of law or otherwise, shall be
bound by the provisions of this Article 20; and (iii) a modification or
amendment of a sublease shall be deemed a sublease.


      (d)   Whenever Tenant shall claim under this Article or any other part of
this Lease that Landlord has unreasonably withheld or delayed its consent to
some request of Tenant, Tenant shall have no claim for damages by reason of such
alleged withholding or delay, and Tenant's sole remedy thereof shall be a right
to obtain specific performance or injunction but in no event with recovery of
damages.

      (e)   Tenant shall not mortgage, pledge, hypothecate or otherwise encumber
its interest under this Lease without Landlord's prior written consent.

      (f)   Without affecting any of its other obligations under this Lease,
except with respect to any permitted assignment or subletting under Article
20(b) hereof, Tenant will pay Landlord as additional rent any sums or other
economic consideration, which (i) are due and payable to Tenant as a result of
any permitted assignment or subletting whether or not referred to as rentals
under the assignment or sublease (after deducting therefrom the reasonable costs
and expenses incurred by Tenant in connection with the assignment or subletting
in question); and (ii) exceed in total the sums which Tenant is obligated to pay
Landlord under this Lease (prorated to reflect obligations allocable to that
portion of the Demised Premises subject to such assignment or sublease), it
being the express intention of the parties that Tenant shall not in any manner
whatsoever be entitled to any profit by reason of such sublease or assignment.
The failure or inability of the assignee or subtenant to pay rent pursuant to
the assignment or sublease will not relieve Tenant from its obligations to
Landlord


                                       20
<PAGE>

under this Article 20(f). Tenant will not amend the assignment or sublease in
such a way as to reduce or delay payment of amounts which are provided in the
assignment or sublease approved by Landlord.

      (g)   At least fifteen (15) days prior to any proposed subletting or
assignment, Tenant shall submit to Landlord a written notice of the proposed
subletting or assignment, which notice shall contain or be accompanied by the
following information:

            (i)   the name and address of the proposed subtenant or assignee;

            (ii)  the nature and character of the business of the proposed
subtenant or assignee and its proposed use of the premises to be demised;

            (iii) the most recent three (3) years of balance sheets and profit
and loss statements of the proposed subtenant or assignee or other financial
information satisfactory to Landlord; and

            (iv)  such shall be accompanied by a copy of the proposed sublease
or assignment of Lease.

      (h)   Without limiting the right of Landlord to withhold its consent to
any proposed assignment of this Lease or subletting of all or any portion of the
Demised Premises, Tenant specifically acknowledges and agrees that it and anyone
holding through Tenant shall not sublet or assign all or any portion of the
Demised Premises to any subtenant or assignee who will use the Demised Premises
or a portion thereof for any of the following designated uses nor for any other
use which is substantially similar to any one of the following designated uses:

            (i)   federal, state or local governmental division, department or
agency which generates heavy public traffic, including, without limitation,
court, social security offices, labor department office, drug enforcement
agency, motor vehicle agency, postal service, military recruitment office;

            (ii)  union or labor organization;

            (iii) office for the practice of medicine, dentistry or the
rendering of other health related services;

            (iv)  chemical or pharmaceutical company, provided, however, that
the subletting or assignment to such a company which will use the premises only
for executive, general and sales offices and waive the right to conduct any
research and development shall not be prohibited;



                                       21
<PAGE>

            (v)   insurance claims office, including, but not limited to,
unemployment insurance or worker's compensation insurance; or

            (vi)  brokerage firm.


                          LANDLORD'S ACCESS TO PREMISES

      21.   (a) Landlord or Landlord's agents shall have the right to enter
and/or pass through the Demised Premises at all reasonable times on reasonable
notice, except in an emergency, to examine the same, and to show them to ground
lessors, prospective purchasers or lessees or mortgagees of the Building, and to
make such repairs, improvements or additions as Landlord may deem necessary or
desirable, and Landlord shall be allowed to take all material into and upon
and/or through said Demised Premises that may be required therefor. During the
twelve (12) months prior to the expiration of the Term of this Lease, or any
renewal term, Landlord may exhibit the Demised Premises to prospective tenants
or purchasers at all reasonable hours and without unreasonably interfering with
Tenant's business. If Tenant shall not be personally present to open and permit
an entry into said premises at any time, when for any reason an entry therein
shall be necessary or permissible, Landlord or Landlord's agents may enter the
same by a master key, or forcibly, without rendering Landlord or such agent
liable therefor (if during such entry Landlord or Landlord's agents shall accord
reasonable care to Tenant's property).

            (b)   Landlord shall also have the right, at any time, to change the
arrangement and/or location of entrances or passageways, doors and doorways, and
corridors, elevators, stairs, toilets, or other public parts of the Building,
provided, however, that Landlord shall make no change in the arrangement and/or
location of entrances or passageways or other public parts of the Building which
will adversely affect in any material manner Tenant's use and enjoyment of the
Demised Premises.

            (c)   Neither this Lease nor any use by Tenant shall give Tenant any
right or easement to the use of any door or passage or concourse connecting with
any other building or to any public conveniences, and the use of such doors and
passages and concourse and of such conveniences may be regulated and/or
discontinued at any time and from time to time by Landlord without notice to
Tenant.

            (d)   The exercise by Landlord or its agents of any right reserved
to Landlord in this Article shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this Lease, or
impose any liability upon Landlord, or its agents, or upon any lessor under any
ground or underlying Lease, by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant's business, or otherwise.


                                       22
<PAGE>



                                       23
<PAGE>

                                  SUBORDINATION

      22.   (a) This Lease and all rights of Tenant hereunder are, and shall be,
subject and subordinate in all respects to all ground leases and/or underlying
leases and to all mortgages and building loan agreements which may now or
hereafter be placed on or affect such leases and/or the Real Property of which
the Demised Premises form a part, or any part or parts of such Real Property,
and/or Landlord's interest or estate therein, and to each advance made and/or
hereafter to be made under any such mortgages, and to all renewals,
modifications, consolidations, replacements and extensions thereof and all
substitutions therefor. This Subsection (a) shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall execute and deliver promptly any certificate that
Landlord and/or any mortgagee and/or the lessor under any ground or underlying
Lease and/or their respective successors in interest may request.
Notwithstanding the foregoing, Landlord shall deliver a subordination,
non-disturbance and attornment agreement ("SNDA") from each mortgagee from the
date hereof and each future mortgagee of all or any portion of the Premises, on
such mortgagee's standard form. In the event a current or future mortgagee shall
be unwilling to enter into an SNDA as aforesaid, this Lease shall remain in full
force and effect and the obligations of Tenant shall not in any manner be
affected except that, anything to the contrary contained in this Lease
notwithstanding, including subsection (a) of this Article 22, this Lease shall
not be subject and subordinate to such future mortgage.

            (b)   Without limitation of any of the provisions of this Lease, in
the event that any mortgagee or its assigns shall succeed to the interest of
Landlord or of any successor-Landlord and/or shall have become lessee under a
new ground or underlying Lease, then this Lease shall nevertheless continue in
full force and effect and Tenant shall and does hereby agree to attorn to such
mortgagee or its assigns and to recognize such mortgagee or its respective
assigns as its Landlord.

            (c)   Tenant shall, at any time and from time to time, within ten
(10) days after Landlord's request therefor, execute and deliver to Landlord a
statement in writing (i) 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 modification), (ii) certifying the
dates to which the Rent, additional rent and other charges have been paid in
advance, if any, (iii) stating whether or not to the best knowledge of the
signer of such certificate Landlord is in default in performance of any
covenant, agreement, term, provision or condition contained in this Lease, and
if so, specifying each such default of which the signer may have knowledge, and
(iv) containing such other information as to the status of this Lease as
Landlord shall reasonably request. Tenant hereby acknowledges that the statement
delivered pursuant hereto may be relied upon by any prospective purchaser or
lessee of the Real Property or any interest or estate therein, any mortgagee or
prospective mortgagee thereof, or any prospective assignee of any mortgage
thereof. If, in connection with obtaining financing for the Real Property, a
banking, insurance or other recognized institutional lender shall request
reasonable modifications in this Lease as a condition to such financing, Tenant
will not unreasonably withhold, delay or defer its consent thereof, provided
that


                                       24
<PAGE>

such modifications do not increase the obligations of Tenant hereunder or
materially adversely affect the leasehold interest hereby created. If, in
connection with such financing, such institutional lender shall require
financial audited information on the Tenant, Tenant shall promptly comply with
such request.

            (d)   The Tenant covenants and agrees that if by reason of a default
under any underlying lease (including an underlying lease through which the
Landlord derives its leasehold estate in the premises), such underlying lease
and the leasehold estate of the Landlord in the premises demised hereby is
terminated, providing notice has been given to the Tenant and leasehold
mortgagee, the Tenant will attorn to the then holder of the reversionary
interest in the premises demised by this Lease or to anyone who shall succeed to
the interest of the Landlord or to the lessee of a new underlying lease entered
into pursuant to the provisions of such underlying lease, and will recognize
such holder and/or such lessee as the Tenant's landlord of this Lease. The
Tenant agrees to execute and deliver, at any time and from time to time, upon
the request of the Landlord or of the lessor under any such underlying lease,
any instrument which may be necessary or appropriate to evidence such
attornment. The Tenant further waives the provision of any statute or rule of
law now or hereafter in effect which may give or purport to give the Tenant any
right of election to terminate this Lease or to surrender possession of the
premises hereby in the event any proceeding is brought by the lessor under any
underlying lease to terminate the same, and agrees that unless and until any
such lessor, in connection with any such proceeding, shall elect to terminate
this Lease and the rights of the Tenant hereunder, this Lease shall not be
affected in any way whatsoever by any such proceeding.


                       PROPERTY LOSS, DAMAGE REIMBURSEMENT

      23.   (a) Landlord or its agents shall not be liable for any damages to
property of Tenant or of others entrusted to employees of the Building, nor for
the loss of or damage to any property of Tenant by theft or otherwise. Landlord
or its agents shall not be liable for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, electrical disturbance, water, rain or snow or leaks from any part
of the Building or from the pipes, appliances or plumbing works or from the
roof, street or subsurface or from any other place or by dampness or by any
other cause of whatsoever nature, unless caused by or due to the negligence of
Landlord, its agents, servants or employees; nor shall Landlord or its agents be
liable for any such damage caused by other tenants or persons in the Building or
caused by operations in construction of any private, public or quasi-public
work; nor shall Landlord be liable for any latent defect in the Demised Premises
or in the Building. If at any time any windows of the Demised Premises are
temporarily closed or darkened incident to or for the purpose of repairs,
replacements, maintenance and/or cleaning in, on, to or about the Building or
any part or parts thereof, Landlord shall not be liable for any damage Tenant
may sustain thereby and Tenant shall not be entitled to any compensation
therefor nor abatement of rent nor shall the same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall give immediate
notice to Landlord in case of fire


                                       25
<PAGE>

or accidents in the Demised Premises or in the Building or of defects therein or
in any fixtures or equipment.

            (b)   Tenant shall indemnify and save harmless Landlord against and
from any and all claims by or on behalf of any person or persons, firm or firms,
corporation or corporations (including Landlord) arising from the conduct or
management of or from any work or other thing whatsoever done (other than by
Landlord or its contractors or the agents or employees of either) in and on the
Demised Premises during any period of occupancy by Tenant including, without
limitation, the Term of this Lease and during the period of time, if any, prior
to the specified commencement date that Tenant may have been given access to the
Demised Premises for the purpose of making installations, and will further
indemnify and save harmless Landlord against and from any and all claims or
losses arising from any condition of the Demised Premises or Tenant's occupancy
thereof due to or arising from any act or omissions or negligence of Tenant or
any of its agents, contractors, servants, employees, licensees or invitees and
against and from all costs, expenses, and liabilities incurred in connection
with any such claim or loss or action or proceeding brought thereon (including
reasonable attorney fees and costs); and in case any action or proceeding be
brought against Landlord by reason of any such claim or loss, Tenant, upon
notice from Landlord, agrees that Tenant, at Tenant's expense, will resist or
defend such action or proceeding and will employ counsel therefor reasonably
satisfactory to Landlord. Tenant's obligations under this Article 23(b) shall
survive the expiration or earlier termination of the Term of this Lease.


                      DESTRUCTION - FIRE OR OTHER CASUALTY

      24.   (a) If the Premises or any part thereof shall be damaged by fire or
other casualty and Tenant gives prompt notice thereof to Landlord, Landlord
shall proceed with reasonable diligence to repair or cause to be repaired such
damage. The Rent shall be abated to the extent that the Premises shall have been
rendered untenantable, such abatement to be from the date of such damage or
destruction to the date the Premises shall be substantially repaired or rebuilt,
in proportion which the area of the part of the Premises so rendered
untenantable bears to the total area of the Premises.

            (b)   If the Premises shall be totally damaged or rendered wholly
untenantable by fire or other casualty, and Landlord has not terminated this
Lease pursuant to Subsection (c) and Landlord has not completed the making of
the required repairs and restored and rebuilt the Premises and/or access thereto
within twelve (12) months from the date of such damage or destruction, and such
additional time after such date (but in no event to exceed six (6) months) as
shall equal the aggregate period Landlord may have been delayed in doing so by
unavoidable delays or adjustment of insurance, Tenant may serve notice on
Landlord of its intention to terminate this Lease, and, if within thirty (30)
days thereafter Landlord shall not have completed the making of the required
repairs and restored and rebuilt the Premises, this Lease shall terminate on the
expiration of such


                                       26
<PAGE>

thirty (30) day period as if such termination date were the Expiration Date, and
the Rent and additional rent shall be apportioned as of such date and any
prepaid portion of Rent and additional rent for any period after such date shall
be refunded by Landlord to Tenant.

            (c)   If the Premises shall be totally damaged or rendered wholly
untenantable by fire or other casualty or if the Building shall be so damaged by
fire or other casualty that substantial alteration or reconstruction of the
Building shall, in Landlord's opinion, be required (whether or not the Premises
shall have been damaged by such fire or other casualty), then in any of such
events Landlord may, at its option, terminate this Lease and the Term and estate
hereby granted, by giving Tenant thirty (30) days notice of such termination
within ninety (90) days after the date of such damage. In the event that such
notice of termination shall be given, this Lease and the Term and estate hereby
granted, shall terminate as of the date provided in such notice of termination
(whether or not the Term shall have commenced) with the same effect as if that
were the Expiration Date, and the Rent and additional rent shall be apportioned
as of such date or sooner termination and any prepaid portion of Rent and
additional rent for any period after such date shall be refunded by Landlord to
Tenant.

            (d)   Landlord shall not be liable for any inconvenience or
annoyance to Tenant or injury to the business of Tenant resulting in any way
from such damage by fire or other casualty or the repair thereof. Landlord will
not carry insurance of any kind on Tenant's property, and Landlord shall not be
obligated to repair any damage thereto or replace the same.

            (e)   This Lease shall be considered an express agreement governing
any case of damage to or destruction of the Building or any part thereof by fire
or other casualty, and Section 227 of the Real Property Law of the State of New
York providing for such a contingency in the absence of such express agreement,
and any other law of like import now or hereafter enacted, shall have no
application in such case.


                                    INSURANCE

      25.   (a) Tenant shall not do anything, or suffer or permit anything to be
done, in or about the Premises which shall (i) invalidate or be in conflict with
the provisions of any fire or other insurance policies covering the Building or
any property located therein, or (ii) result in a refusal by fire insurance
companies of good standing to insure the Building or any such property in
amounts reasonably satisfactory to Landlord, or (iii) subject Landlord to any
liability or responsibility for injury to any person or property by reason of
any activity being conducted in the Premises or (iv) cause any increase in the
fire insurance rates applicable to the Building or equipment or other property
located therein at the beginning of the Term or at any time thereafter. Tenant,
at Tenant's expense, shall comply with all rules, orders, regulations or
requirements of the New York Board of Fire Underwriters and the New York Fire
Insurance Rating Organization or any similar body.


                                       27
<PAGE>

            (b)   If, by reason of any act or omission on the part of Tenant,
the rate of fire insurance with extended coverage on the Building or equipment
or other property of Landlord or any other tenant or occupant of the Building
shall be higher than it otherwise would be, Tenant shall reimburse Landlord and
all such other tenants or occupants, on demand, for the part of the premiums for
fire insurance and extended coverage paid by Landlord and such other tenants or
occupants because of such act or omission on the part of Tenant.

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

            (d)   Tenant shall obtain and keep in full force and effect during
the Term, at its own cost and expense, (i) General Comprehensive Commercial
Liability Insurance, such insurance to afford protection in an amount of not
less than Three Million ($3,000,000) Dollars combined single limit coverage for
injury, death and property damage arising out of any one occurrence, protecting
Landlord and any designee of Landlord as additional insureds against any and all
claims for personal injury, death or property damage and (ii) Fire and Extended
Coverage Insurance on Tenant's property, insuring against damage by fire, and
such other risks and hazards as are insurable under present and future standard
forms of fire and extended coverage insurance policies, to Tenant's property for
the full insurable value thereof, protecting Landlord and Tenant as insureds.

            (e)   Said insurance is to be written in form and substance
satisfactory to Landlord by a good and solvent insurance company of recognized
standing, admitted to do business in the State of New York, which shall be
reasonably satisfactory to Landlord. Tenant shall procure, maintain and place
such insurance and pay all premiums and charges therefor and upon failure to do
so Landlord may, but shall not be obligated to, procure, maintain and place such
insurance or make such payments, and in such event the Tenant agrees to pay the
amount thereof, plus interest at the maximum rate permitted by law, to Landlord
on demand and said sum shall be in each instance collectible as additional rent
on the first day of the month following the date of payment by Landlord. Tenant
shall cause to be included in all such insurance policies a provision to the
effect that the same will be non-cancelable except upon twenty (20) days written
notice to Landlord. The original insurance policies or appropriate certificates
shall be deposited with Landlord on or prior to the commencement of the Term
hereof. Any renewals, replacements or endorsements thereto shall also be
deposited with Landlord to the end that said insurance shall be in full force
and effect during the Term.

            (f)   Each party agrees to use its best efforts to include in each
of its insurance policies (insuring the Building and Landlord's property
therein, in the case of Landlord, and insuring


                                       28
<PAGE>

Tenant's property, in the case of Tenant, against loss, damage or destruction by
fire or other casualty) a waiver of the insurer's right of subrogation against
the other party, or if such waiver should be unobtainable or unenforceable (i)
an express agreement that such policy shall not be invalidated if the insured
waives or has waived before the casualty, the right of recovery against any
party responsible for a casualty covered by the policy, or (ii) any other form
of permission for the release of the other party, or (iii) the inclusion of the
other party as an additional insured, but not a party to whom any loss shall be
payable. If such waiver, agreement or permission shall not be, or shall cease to
be, obtainable without additional charge or at all, the insured party shall so
notify the other party promptly after learning thereof. In such case, if the
other party shall agree in writing to pay the insurer's additional charge
therefor, such waiver, agreement or permission shall be included in the policy,
or the other party shall be named as an additional insured in the policy, but
not a party to whom any loss shall be payable. Each such policy which shall so
name a party hereto as an additional insured shall contain, if obtainable,
agreements by the insurer that the policy will not be cancelled without at least
twenty (20) days prior notice to both insureds and that the act or omission of
one insured will not invalidate the policy as to the other insured.

            (g)   As long as Landlord's fire insurance policies then in force
include the waiver of subrogation or agreement or permission to release
liability referred to in Subsection (f) or name the Tenant as an additional
insured, Landlord hereby waives (i) any obligation on the part of Tenant to make
repairs to the Premises necessitated or occasioned by fire or other casualty
that is an insured risk under such policies, and (ii) any right of recovery
against Tenant, any other permitted occupant of the Premises, and any of their
servants, employees, agents or contractors, for any loss occasioned by fire or
other casualty that is an insured risk under such policies. In the event that at
any time Landlord's fire insurance carriers shall not include such or similar
provisions in Landlord's fire insurance policies, the waivers set forth in the
foregoing sentence shall be deemed of no further force or effect.

            (h)   As long as Tenant's fire insurance policies then in force
include the waiver of subrogation or agreement or permission to release
liability referred to in Subsection (f), or name the Landlord as an additional
insured, Tenant hereby waives (and agrees to cause any other permitted occupants
of the Premises to execute and deliver to Landlord written instruments waiving)
any right of recovery against Landlord, any other tenants or occupants of the
Building, and any servants, employees, agents or contractors of Landlord or of
any such other tenants or occupants, for any loss occasioned by fire or other
casualty which is an insured risk under such policies. In the event that at any
time Tenant's fire insurance carriers shall not include such or similar
provisions in Tenant's fire insurance policies, the waiver set forth in the
foregoing sentence shall, upon notice given by Tenant to Landlord, be deemed of
no further force or effect with respect to any insured risks under such policy
from and after the giving of such notice. During any period while the foregoing
waiver of right of recovery is in effect, Tenant, or any other permitted
occupant of the Premises, as the case may be, shall look solely to the proceeds
of such policies to compensate Tenant or such other


                                       29
<PAGE>

permitted occupant for any loss occasioned by fire or other casualty which is an
insured risk under such policies.

            (i)   If Tenant shall decide not to insure for (or to self-insure or
co-insure part of any loss for) business interruption and/or if Tenant shall at
any time fail to maintain property insurance as, and to the extent, required
under Subsection (d) above, Tenant hereby releases Landlord from all loss or
damage which could have been covered by such insurance if Tenant had maintained
such insurance. In no event, however, shall the foregoing clause increase the
liability Landlord may otherwise have under this Lease for such loss or damage.


                                 EMINENT DOMAIN

      26.   (a) In the event that the whole of the Demised Premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use,
this Lease and the Term and estate hereby granted shall forthwith cease and
terminate as of the date of vesting of title. In the event that only a part of
the Demised Premises shall be so condemned or taken, then effective as of the
date of vesting of title, the Rent hereunder shall be abated in an amount
thereof apportioned according to the area of the Demised Premises so condemned
or taken. In the event that only a part of the Building shall be so condemned or
taken, then (i) Landlord (whether or not the Demised Premises be affected) may,
at its option, terminate this Lease and the Term and estate hereby granted as of
the date of such vesting of title by notifying Tenant in writing of such
termination within sixty (60) days following the date on which Landlord shall
have received notice of vesting of title, and (ii) if such condemnation or
taking shall be of a substantial part of the Demised Premises or a substantial
part of the means of access thereto, Tenant shall have the right, by delivery of
notice in writing to Landlord within sixty (60) days following the date on which
Tenant shall have received notice of vesting of title, to terminate this Lease
and the Term and estate hereby granted as of the date of vesting of title, or
(iii) if neither Landlord nor Tenant elects to terminate this Lease, as
aforesaid, this Lease shall be and remain unaffected by such condemnation or
taking, except that the Rent shall be abated to the extent, if any, hereinabove
provided in this Article 26. In the event that only a part of the Demised
Premises shall be so condemned or taken and this Lease and the Term and estate
hereby granted are not terminated as hereinbefore provided, Landlord will, at
its expense, restore the remaining portion of the Demised Premises as nearly as
practicable to the same condition as it was in prior to such condemnation or
taking.

            (b)   In the event of a termination in any of the cases hereinabove
provided, this Lease and the Term and estate granted shall expire as of the date
of such termination with the same effect as if that were the date hereinbefore
set for the expiration of the Term of this Lease, and the Rent hereunder shall
be apportioned as of such date.


                                       30
<PAGE>

            (c)   In the event of any condemnation or taking hereinabove
mentioned of all or part of the Building, Landlord shall be entitled to receive
the entire award in the condemnation proceeding, including any award made for
the value of the estate vested by this Lease in Tenant, and Tenant hereby
expressly assigns to Landlord any and all right, title and interest of Tenant
now or hereafter arising in or to any such award or any part thereof, and Tenant
shall be entitled to receive no part of such award, except that the Tenant may
file a claim for any taking of nonmovable fixtures owned by Tenant and for
moving expenses incurred by Tenant. It is expressly understood and agreed that
the provisions of this Article 26 shall not be applicable to any condemnation or
taking for governmental occupancy for a limited period.


                            NONLIABILITY OF LANDLORD

      27.   (a) If Landlord or a successor in interest is an individual (which
term as used herein includes aggregates of individuals, such as joint ventures,
general or limited partnerships or associations), such individual shall be under
no personal liability with respect to any of the provisions of this Lease, and
if such individual hereto is in breach or default with respect to its
obligations under this Lease, Tenant shall look solely to the equity of such
individual in the land and Building of which the Demised Premises form a part
for the satisfaction of Tenant's remedies and in no event shall Tenant attempt
to secure any personal judgment against any such individual or any partner,
employee or agent of Landlord by reason of such default by Landlord.

            (b)   The word "Landlord" as used herein means only the owner of the
landlord's interest for the time being in the land and Building (or the owners
of a Lease of the Building or of the land and Building) of which the Premises
form a part, and in the event of any sale of the Building and land of which the
Demised Premises form a part, Landlord shall be and hereby is entirely freed and
relieved of all covenants and obligations of Landlord hereunder and, it shall be
deemed and construed without further agreement between the parties or between
the parties and the purchaser of the Premises, that such purchaser has assumed
and agreed to carry out any and all covenants and obligations of Landlord
hereunder.


                                     DEFAULT

      28.   (a) Upon the occurrence, at any time prior to or during the Demised
Term, of any one or more of the following events (referred to as "Events of
Default"):

                  (i)   If Tenant shall default in the payment when due of any
installment of Rent or in the payment when due of any additional rent, and such
default shall continue for a period of five (5) days after notice by Landlord to
Tenant of such default; or


                                       31
<PAGE>

                  (ii)  If Tenant shall default in the observance or performance
of any term, covenant or condition of this Lease on Tenant's part to be observed
or performed (other than the covenants for the payment of Rent and additional
rent) and Tenant shall fail to remedy such default within ten (10) days after
notice by Landlord to Tenant of such default, or if such default is of such a
nature that it cannot be completely remedied within said period of ten (10) days
and Tenant shall not commence within said period of ten (10) days, or shall not
thereafter diligently prosecute to completion, all steps necessary to remedy
such default; or

                  (iii) If Tenant shall file a voluntary petition in bankruptcy
or insolvency, or shall be adjudicated a bankrupt or become insolvent, or shall
file any petition or answer seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under the
present or any future federal bankruptcy code or any other present or future
applicable federal, state or other statute or law, or shall make an assignment
for the benefit of creditors or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver or liquidator of Tenant or of all or any
part of Tenant's property; or

                  (iv)  If, within sixty (60) days after the commencement of any
proceeding against Tenant, whether by the filing of a petition or otherwise,
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under the present or any future federal bankruptcy
code or any other present or future applicable federal, state or other statute
or law, such proceedings shall not have been dismissed, or if, within sixty (60)
days after the appointment or any trustee, receiver or liquidator of Tenant, or
of all or any part of Tenant's property, such appointment shall not have been
vacated or otherwise discharged, or if any execution or attachment shall be
issued against Tenant or any of Tenant's property pursuant to which the Demised
Premises shall be taken or occupied or attempted to be taken or occupied; or

                  (v)   If Tenant shall default in the observance or performance
of any term, covenant or condition on Tenant's part to be observed or performed
under any other Lease with Landlord of space in the Building and such default
shall continue beyond any grace period set forth in such other Lease for the
remedying of such default; or

                  (vi)  If the Demised Premises shall become vacant, deserted or
abandoned for a period of ten (10) consecutive days; or

                  (vii) If Tenant's interest in this Lease shall devolve upon or
pass to any person, whether by operation of law or otherwise, except as
expressly permitted under Article 20;

                  then, upon the occurrence, at anytime prior to or during the
Demised Term, of any one or more of such Events of Default, Landlord, at any
time thereafter, at Landlord's option, may give to Tenant a five (5) days'
notice of termination of this Lease and, in the event such notice is given, this
Lease and the Term shall come to an end and expire (whether or not said term
shall have


                                       32
<PAGE>

commenced) upon the expiration of said five (5) days with the same effect as if
the date of expiration of said five (5) days were the Expiration Date, but
Tenant shall remain liable for damages as provided in Article 30.

            (b)   If, at any time (i) Tenant shall be comprised of two (2) or
more persons, or (ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
Lease shall have been assigned, the word "Tenant", as used in subsection (iii)
and (iv) of Section 28(a), shall be deemed to mean any one or more of the
persons primarily or secondarily liable for Tenant's obligations under this
Lease. Any monies received by Landlord from or on behalf of Tenant during the
pendency of any proceeding of the types referred to in said subsections (iii)
and (iv) shall be deemed paid as compensation for the use and occupation of the
Demised Premises and the acceptance of such compensation by Landlord shall not
be deemed an acceptance of Rent or a waiver on the part of Landlord of any
rights under Section 28(a).


                             TERMINATION ON DEFAULT

      29.   (a) If Tenant shall default in the payment when due of any
installment of rent or in the payment when due of any additional rent and such
default shall continue for a period of five (5) days after notice by Landlord to
Tenant of such default, or if this Lease and the Demised Term shall expire and
come to an end as provided in Article 28:

                  (i)   Landlord and its agents and servants may immediately, or
at any time after such default or after the date upon which this Lease and the
Demised Term shall expire and come to an end, re-enter the Demised Premises or
any part thereof, without notice, either by summary proceedings or by any other
applicable action or proceeding, or by force or other means provided such force
or other means are lawful (without being liable to indictment, prosecution or
damages therefor), and may repossess the Demised Premises and dispossess Tenant
and any other persons from the Demised Premises and remove any and all of their
property and effects from the Demised Premises; and

                  (ii)  Landlord, at Landlord's option, may relet the whole or
any part or parts of the Demised Premises from time to time, either in the name
of Landlord or otherwise, to such tenant or tenants, for such term or terms
ending before, on or after the Expiration Date, at such rental or rentals and
upon such other conditions, which may include concessions and free rent periods,
as Landlord, in its sole discretion, may determine. Landlord shall have no
obligation to relet the Demised Premises or any part thereof and shall in no
event be liable for refusal or failure to relet the Demised Premises or any part
thereof, or, in the event of any such reletting, for refusal or failure to
collect any rent due upon any such reletting, and no such refusal or failure
shall operate to relieve Tenant of any liability under this Lease or otherwise
to affect any such liability; Landlord, at Landlord's option, may make such
repairs, replacements, alterations, additions, improvements,


                                       33
<PAGE>

decorations and other physical changes in and to the Demised Premises as
Landlord, in its sole discretion, considers advisable or necessary in connection
with any such reletting or proposed reletting, without relieving Tenant of any
liability under this Lease or otherwise affecting any such liability.

            (b)   Tenant, on its own behalf and on behalf of all persons
claiming through or under Tenant, including all creditors, does hereby waive any
and all rights which Tenant and all such persons might otherwise have under any
present or future law to redeem the Demised Premises, or to re-enter or
repossess the Demised Premises, or to restore the operation of this Lease, after
(i) Tenant shall have been dispossessed by a judgment or by warrant of any court
or judge, or (ii) any re-entry by Landlord, or (iii) any expiration or
termination of this Lease and the Demised Term, whether such dispossess,
re-entry, expiration or termination shall be by operation of law or pursuant to
the provisions of this Lease. In the event of a breach or threatened breach by
Tenant or any persons claiming through or under Tenant, of any term, covenant or
condition of this Lease on Tenant's part to be observed or performed, Landlord
shall have the right to enjoin such breach and the right to invoke any other
remedy allowed by law or in equity as if re-entry, summary proceeding and other
special remedies were not provided in this Lease for such breach. The rights to
invoke the remedies hereinbefore set forth are cumulative and shall not preclude
Landlord from invoking any other remedy allowed at law or in equity.


                                     DAMAGES

      30.   (A) If this Lease and the Demised Term shall expire and come to an
end as provided in Article 28 or by or under any summary proceeding or any other
action or proceeding, or if Landlord shall re-enter the Demised Premises as
provided in Article 29 or by or under any summary proceedings or any other
action or proceeding, then, in any of said events:

                  (i)   Tenant shall pay to Landlord all Rent, additional rent
and other charges payable under this Lease by Tenant to Landlord to the date
upon which this Lease and the Demised Term shall have expired and come to an end
or to the date of re-entry upon the Demised Premises by Landlord, as the case
may be; and

                  (ii)  Tenant shall also be liable for and shall pay to
Landlord, as damages, any deficiency (referred to as "Deficiency") between the
Rent and additional rent reserved in this Lease for the period which otherwise
would have constituted the unexpired portion of the Demised Term and the net
amount, if any, of rents collected under any reletting effected pursuant to the
provisions of Section 29(a) for any part of such period (first deducting from
the rents collected under any such reletting all of Landlord's expenses in
connection with the termination of this Lease or Landlord's re-entry upon the
Demised Premises and with such reletting including, but not limited to, all
repossession costs, brokerage commissions, legal expenses, attorneys' fees,
alteration costs and


                                       34
<PAGE>

other expenses of preparing the Demised Premises for such reletting). Any such
Deficiency shall be paid in monthly installments by Tenant on the days specified
in this Lease for payment of installments of Rent. Landlord shall be entitled to
recover from Tenant each monthly Deficiency as the same shall arise, and no suit
to collect the amount of the Deficiency for any month shall prejudice Landlord's
rights to collect the Deficiency for any subsequent month by a similar
proceeding; and

                  (iii) At any time after the Demised Term shall have expired
and come to an end or Landlord shall have re-entered upon the Demised Premises,
as the case may be, whether or not Landlord shall have collected any monthly
Deficiencies as aforesaid, Landlord shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed
final damages, a sum equal to the amount by which the Rent and additional rent
reserved in this Lease for the period which otherwise would have constituted the
unexpired portion of the Demised Term exceeds the then fair and reasonable
rental value of the Demised Premises for the same period, both discounted to
present worth at the rate of four (4%) per cent per annum. If, before
presentation of proof of such liquidated damages to any court, commission, or
tribunal, the Demised Premises, or any part thereof, shall have been relet by
Landlord for the period which otherwise would have constituted the unexpired
portion of the Demised Term, or any part thereof, the amount of Rent reserved
upon such reletting shall be deemed, prima facie, to be the fair and reasonable
rental value for the part or the whole of the Demised Premises so relet during
the term of the reletting.

            (B)   If the Demised Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved under
any such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this Article 30. Tenant shall in no event be
entitled to any rents collected or payable under any reletting, whether or not
such rents shall exceed the rent reserved in this Lease. Solely for the purposes
of this Article, the term "Rent" as used in Section 30(a) shall mean the rent in
effect immediately prior to the date upon which this Lease and the Demised Term
shall have expired and come to an end, or the date of re-entry upon the Demised
Premises by Landlord, as the case may be, plus any additional rent payable
pursuant to the provisions of Article 11 for the Escalation Year (as defined in
Article 11) immediately preceding such event. Nothing contained in Articles 28
and 29 of this Lease shall be deemed to limit or preclude the recovery by
Landlord from Tenant of the maximum amount allowed to be obtained as damages by
any statute or rule of law, or of any sums or damages to which Landlord may be
entitled in addition to the damages set forth in Section 30(a).


                                SUMS DUE LANDLORD

      31.   If Tenant shall default in the performance of any covenants on
Tenant's part to be performed under this Lease, Landlord may immediately, or at
anytime thereafter, without notice, and without thereby waiving such default,
perform the same for the account of Tenant and at the expense of Tenant. If
Landlord at any time is compelled to pay or elects to pay any sum of money, or
do any


                                       35
<PAGE>

act which will require the payment of any sum of money by reason of the failure
of Tenant to comply with any provision hereof, or, if Landlord is compelled to
or elects to incur any expense, including reasonable attorneys' fees,
instituting, prosecuting and/or defending any action or proceeding instituted by
reason of any default of Tenant hereunder, the sum or sums so paid by Landlord,
with all interest, costs and damages, shall be deemed to be additional rent
hereunder and shall be due from Tenant to Landlord on the first day of the month
following the incurring of such respective expenses or, at Landlord's option, on
the first day of any subsequent month. Any sum of money (other than rent)
accruing from Tenant to Landlord pursuant to any provisions of this Lease,
including, but not limited to, the provisions of Schedule C and extra work
orders requested by Tenant, whether prior to or after the Rent Commencement
Date, may, at Landlord's option, be deemed additional rent, and Landlord shall
have the same remedies for Tenant's failure to pay any item of additional rent
when due as for Tenant's failure to pay any installment of Rent when due.
Tenant's obligations under this Article shall survive the expiration or sooner
termination of the Demised Term. In any case in which the Rent or additional
rent is not paid within five (5) days of the day when same is due, Tenant shall
pay a late charge equal to 8-1/2 cents for each dollar so due, and in addition
thereto, the sum of $100.00 for the purpose of defraying expenses incident to
the handling of such delinquent account. This late payment charge is intended to
compensate Landlord for its additional administrative costs resulting from
Tenant's failure to pay in a timely manner and has been agreed upon by Landlord
and Tenant as a reasonable estimate of the additional administrative costs that
will be incurred by Landlord as a result of Tenant's failure as the actual cost
in each instance is extremely difficult, if not impossible, to determine. This
late payment charge will constitute liquidated damages and will be paid to
Landlord together with such unpaid amounts. The payment of this late payment
charge will not constitute a waiver by Landlord of any default by Tenant under
this Lease.


                                    NO WAIVER

      32.   No act or thing done by Landlord or Landlord's agents during the
term hereby demised shall be deemed an acceptance of a surrender of said Demised
Premises, and no agreement to accept such surrender shall be valid unless in
writing signed by Landlord. No employee of Landlord or of Landlord's agents
shall have any power to accept the keys of the Demised Premises prior to the
termination of this Lease. The delivery of keys to any employee of Landlord or
of Landlord's agents shall not operate as a termination of this Lease or a
surrender of the Demised Premises. In the event Tenant shall at any time desire
to have Landlord underlet the Demised Premises for Tenant's account, Landlord or
Landlord's agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this Lease, and Tenant hereby
relieves Landlord of any liability for loss of or damage to any of Tenant's
effects in connection with such underletting. The failure of Landlord to seek
redress for violation of, or to insist upon the strict performance of, any
covenants or conditions of this Lease, or any of the Rules and Regulations
annexed hereto and made a part hereof or hereafter adopted by Landlord, shall
not prevent a subsequent act, which would have originally constituted a
violation, from having all the


                                       36
<PAGE>

force and effect of an original violation. The receipt by Landlord of rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
wavier of such breach. The failure of Landlord to enforce any of the Rules and
Regulations annexed hereto and made a part hereof, or hereafter adopted, against
Tenant and/or any other tenant in the Building shall not be deemed a waiver of
any such Rules and Regulations. No provision of this Lease shall be deemed to
have been waived by Landlord, unless such waiver be in writing signed by
Landlord. No payment by Tenant or receipt by Landlord of a lesser amount then
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 on any
check or any letter accompanying any check or payment of Rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such Rent or pursue any
other remedy in this Lease provided.


                                       37
<PAGE>

                             WAIVER OF TRIAL BY JURY

      33.   To the extent such waiver is permitted by law, Landlord and Tenant
hereby waive trial by jury in any action, proceeding or counterclaim brought by
Landlord or Tenant against the other on any matter whatsoever arising out of or
in any way connected with this Lease, the relationship of landlord and tenant,
the use or occupancy of the Demised Premises by Tenant or any person claiming
through or under Tenant, any claim of injury or damage, and any emergency or
other statutory remedy. The provisions of the foregoing sentence shall survive
the expiration or any sooner termination of the Demised Term. If Landlord
commences any summary proceeding for nonpayment, Tenant agrees not to interpose
any counterclaim of whatever nature or description in any such proceeding or to
consolidate such proceeding with any other proceeding.

            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 Landlord's 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.


                                     NOTICES

      34.   Except as otherwise expressly provided in this Lease, any bills,
statements, notices, demands, requests or other communications (other than
bills, statements or notices given in the regular course of business) given or
required to be given under this Lease shall be effective only if rendered or
given in writing, sent by registered or certified mail (return receipt
requested), addressed (A) to Tenant, to the attention of Tenant's "Legal
Counsel", (i) at Tenant's address set forth in this Lease, or (ii) at any place
where Tenant or any agent or employee of Tenant may be found if mailed
subsequent to Tenant's vacating, deserting, abandoning or surrendering the
Demised Premises, or (B) to Landlord, to the attention of the "Legal Counsel",
at Landlord's address set forth in this Lease, or (C) addressed to such other
address as either Landlord or Tenant may designate as its new address for such
purpose by notice given to the other in accordance with the provisions of this
Article. Any such bills, statements, notices, demands, requests or other
communications shall be deemed to have been rendered or given on the date when
it shall have been mailed as provided in this Article.


                              INABILITY TO PERFORM

      35.   (a) If, by reason of strikes or other labor disputes, fire or other
casualty (or reasonable delays in adjustment of insurance), accidents, orders or
regulations of any Federal, State, County or Municipal authority, or any other
cause beyond Landlord's reasonable control, whether or not such other cause
shall be similar in nature to those hereinbefore enumerated, Landlord is unable
to furnish or is delayed in furnishing any utility or service required to be
furnished by Landlord under


                                       38
<PAGE>

the provisions of this Lease or any collateral instrument or is unable to
perform or make or is delayed in performing or making any installations,
decorations, repairs, alterations, additions or improvements, whether or not
required to be performed or made under this Lease, or under any collateral
instrument, or is unable to fulfill or is delayed in fulfilling any of
Landlord's other obligations under this Lease, or any collateral instrument, no
such inability or delay shall constitute an actual or constructive eviction, in
whole or in part, or entitle Tenant to any abatement or diminution of rent, or
relieve Tenant from any of its obligations under this Lease, or impose any
liability upon Landlord or its agents, by reason of inconvenience or annoyance
to Tenant, or injury to or interruption of Tenant's business, or otherwise.

            (b)   Landlord reserves the right to stop the services of the air
conditioning, elevator, escalator, plumbing, electrical or other mechanical
systems or facilities in the Building when necessary by reason of accident or
emergency, or for repairs, alterations or replacements, which, in the judgment
of Landlord are desirable or necessary, until such repairs, alterations or
replacements shall have been completed. If the Tenant is in default in the
payment of the rent or additional rent, or in the performance of any other
provisions of this Lease, and such default continues for ten (10) days after
notice by Landlord to Tenant, then Landlord reserves the right to discontinue
any or all of the services to the Demised Premises during the continuance of
such default. The exercise of such rights by Landlord shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Landlord or its agents by reason
of inconvenience or annoyance to Tenant, or injury to or interruption of
Tenant's business or otherwise.

            (b)   (i)   In addition to the requirements for constructive
eviction imposed by law, Tenant shall not be entitled to claim a constructive
eviction from the Demised Premises unless Tenant shall have first notified
Landlord of the condition or conditions giving rise thereto, and if the
complaints be justified, unless Landlord shall have failed to remedy such
conditions within a reasonable time after receipt of such notice.

                  (ii)  If Landlord shall be unable to give possession of the
Demised Premises on any date specified for the commencement of the term by
reason of the fact that the Premises have not been sufficiently completed to
make the Premises ready for occupancy, or for any other reason, Landlord shall
not be subject to any liability for the failure to give possession on said date,
nor shall such failure in any way affect the validity of this Lease or the
obligations of Tenant hereunder.

            (D)   (i) Tenant, by entering into occupancy of the Premises, shall
be conclusively deemed to have agreed that Landlord, up to the time of such
occupancy has performed all of its obligations hereunder and that the Premises
were in satisfactory condition as of the date of such occupancy, unless within
ten (10) days after the such date Tenant shall have given written notice to
Landlord specifying the respects in which the same were not in such condition.


                                       39
<PAGE>

                  (ii)  If Tenant shall use or occupy all or any part of the
Demised Premises for the conduct of business prior to the Rent Commencement
Date, such use or occupancy shall be deemed to be under all of the terms,
covenants and conditions of this Lease, including the covenant to pay rent for
the period from the commencement of said use or occupancy to the Rent
Commencement Date.


                                    RESERVED

      36.

                                ENTIRE AGREEMENT

      37.   This Lease (including the Schedules and Exhibits annexed hereto)
contains the entire agreement between the parties and all prior negotiations and
agreements are merged herein. Tenant hereby acknowledges that neither Landlord
nor Landlord's agent or representative has made any representations or
statements, or promises, upon which Tenant has relied, regarding any matter or
thing relating to the Building, the land allocated to it (including the parking
area) or the Demised Premises, or any other matter whatsoever, except as is
expressly set forth in this Lease, including, but without limiting the
generality of the foregoing, any statement, representation or promise as to the
fitness of the Demised Premises for any particular use, the services to be
rendered to the Demised Premises, or the prospective amount of any item of
additional rent. No oral or written statement, representation or promise
whatsoever with respect to the foregoing or any other matter made by Landlord,
its agents or any broker, whether contained in an affidavit, information
circular, or otherwise, shall be binding upon the Landlord unless expressly set
forth in this Lease. No rights, easements or licenses are or shall be acquired
by Tenant by implication or otherwise unless expressly set forth in this Lease.
This Lease may not be changed, modified or discharged, in whole or in part,
orally, and no executory agreement shall be effective to change, modify or
discharge, in whole or in part, this Lease or any obligations under this Lease,
unless such agreement is set forth in a written instrument executed by the party
against whom enforcement of the change, modification or discharge is sought. All
references in this Lease to the consent or approval of Landlord shall be deemed
to mean the written consent of Landlord, or the written approval of Landlord, as
the case may be, and no consent or approval of Landlord shall be effective for
any purpose unless such consent or approval is set forth in a written instrument
executed by Landlord.

            Tenant shall not record this Lease (nor a memorandum thereof). In
the event that Tenant violates this prohibition against recording, Landlord, at
its option, may terminate this Lease or may declare Tenant in default under this
Lease and pursue any or all of Landlord's remedies provided in this Lease.


                                       40
<PAGE>

            If any clause, provision or section of this Lease Agreement shall be
ruled invalid by any court of competent jurisdiction, the invalidity of such
clause, provision or section shall not affect any of the remaining provisions
hereof.


                                   DEFINITIONS

      38.   The words "re-enter", "re-entry", and "re-entered" as used in this
Lease are not restricted to their technical legal meanings. The term "business
days" as used in this Lease shall exclude Saturdays (except such portion thereof
as is covered by specific hours in Article 6 hereof), Sundays and all days
observed by the State or Federal Government as legal holidays. The terms
"person" and "persons" as used in this Lease shall be deemed to include natural
persons, firms, corporations, partnerships, associations and any other private
or public entities, whether any of the foregoing are acting on their behalf or
in a representative capacity. The various terms which are defined in other
Articles of this Lease or are defined in Schedules or Exhibits annexed hereto,
shall have the meanings specified in such other Articles, Exhibits and Schedules
for all purposes of this Lease and all agreements supplemental thereto, unless
the context clearly indicates the contrary.


                               PARTNERSHIP TENANT

      39.   If Tenant is a partnership (or is comprised of two (2)or more
persons, individually or as co-partners of a partnership) or if Tenant's
interest in this Lease shall be assigned to a partnership (or to two (2) or more
persons, individually or as co-partners of a partnership) pursuant to Article 20
(any such partnership and such persons are referred to in this Section as
"Partnership Tenant"), the following provisions of this Section shall apply to
such Partnership Tenant: (a) the liability of each of the parties comprising
Partnership Tenant shall be joint and several, and (b) each of the parties
comprising Partnership Tenant hereby consents in advance to, and agrees to be
bound by, any modifications of this Lease which may hereafter be made, and by
any notices, demands, requests or other communications which may hereafter be
given, by Partnership Tenant or by any of the parties comprising Partnership
Tenant, and (c) any bills, statements, notices, demands, requests and other
communications given or rendered to Partnership Tenant or to any of the parties
comprising Partnership Tenant shall be deemed given or rendered to Partnership
Tenant and to all such parties and shall be binding upon Partnership Tenant and
all such parties, and (d) if Partnership Tenant shall admit new partners, all of
such new partners shall, by their admission to Partnership Tenant, be deemed to
have assumed performance of all of the terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed, and (e) Partnership Tenant
shall give prompt notice to Landlord of the admission of any such new partners,
and upon demand of Landlord, shall cause each such new partner to execute and
deliver to Landlord an agreement in form satisfactory to Landlord, wherein each
such new partner shall assume performance of all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed (but
neither Landlord's failure


                                       41
<PAGE>

to request any such agreement nor the failure of any such new partner to execute
or deliver any such agreement to Landlord shall vitiate the provisions of
subdivision (d) of this Section).


                            SUCCESSORS, ASSIGNS, ETC.

      40.   The terms, covenants, conditions and agreements contained in this
Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors, and,
except as otherwise provided in this Lease, their respective assigns.


                                     BROKER

      41.   Each party hereto represents to the other party that this Lease was
not brought about by any broker. Tenant agrees that if any claim is made for
commissions by any broker through or on account of any acts of Tenant, Tenant
will hold Landlord free and harmless from any and all liabilities and expenses
in connection therewith, including Landlord's reasonable attorney's fees.


                                    CAPTIONS

      42.   The captions in this Lease are included 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.


                               NOTICE OF ACCIDENTS

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


                        TENANT'S AUTHORITY TO ENTER LEASE

      44.   In the event that the Tenant hereunder is a corporation, Tenant
represents that the officer or officers executing this Lease have the requisite
authority to do so. Tenant agrees to give Landlord written notice of any
proposed change in the ownership of the majority of the outstanding


                                       42
<PAGE>

capital stock of Tenant or any change in the ownership of the majority of the
assets of Tenant, other than of the sale of a majority of shares on a public
stock exchange. Failure of Tenant to give the notice provided for in the
preceding sentence shall be deemed a non-curable default by Tenant pursuant to
this Lease (that is, a default which has already extended beyond the applicable
grace period, if any, following notice from Landlord), giving Landlord the
right, at its option, to cancel and terminate this Lease or to exercise any and
all other remedies available to Landlord hereunder or as shall exist at law or
in equity.




                   (BALANCE OF PAGE INTENTIONALLY LEFT BLANK)


<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and
sealed this Lease as of the day and year first above written.


Witness for Landlord:                   AHM SPVII, LLC
                                        By:  American Home Mortgage Corp.



                                             By:  /s/ Alan Horn
------------------------                        -------------------------------
                                                Print Name:
                                                Print Title:


Witness for Tenant:                     AMERICAN HOME MORTGAGE CORP.



                                        By:  /s/ Alan Horn
------------------------                   -----------------------------
                                           Print Name:
                                           Print Title: