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                          STANDARD FORM OF LOFT LEASE
                    THE REAL ESTATE BOARD OF NEW YORK, INC.



AGREEMENT OF LEASE, made as of this 12TH day of FEBRUARY 1997, between JOHN R.
PERLMAN, et al party of the first part, hereinafter referred to as LANDLORD,
and PIVOT RULES, INC., a New York Corporation party of the second part,
hereinafter referred to as TENANT,


WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the ENTIRE NINTH (9TH) FLOOR in the building known as 42-52 WEST 39TH
STREET in the Borough of MANHATTAN, City of New York, for the term of ELEVEN
(11) YEARS (or until such term shall sooner cease and expire as hereinafter
provided) to commence on the 1ST day of JUNE nineteen hundred and
NINETY-SEVEN, and to end on the 31ST day of MAY two thousand and EIGHT both
dates inclusive, at an annual rental rate of EIGHTY-ONE THOUSAND ($81,000.)
DOLLARS for the period commencing JUNE 1, 1997 and ending May 31, 2003; and
thereafter at an annual rental rate of NINETY THOUSAND ($90,000.) DOLLARS for
the period commencing JUNE 1, 2003 and ending May 31, 2008 (each being the
base rent for the period involved) which Tenant agrees to pay in lawful money
of the United States which shall be legal tender in payment of all debts and
dues, public and private, at the time of payment, in equal monthly
installments in advance on the first day of each month during said term, at
the office of Landlord or such other place as Landlord may designate, without
any set off or deduction whatsoever, except that Tenant shall pay the first
     monthly installment(s) on the execution hereof (unless this lease be a
renewal).


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


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

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

OCCUPANCY 2. Tenant shall use and occupy demised premises for general and
executive offices, showroom and designing for wearing apparel and for no other
purpose.


ALTERATIONS: 3. Tenant shall make no structural changes in or to the demised
premises of any nature without Landlord's without Landlord's prior written
consent. Subject to the prior written consent of Landlord, and to the
provisions of this article, Tenant at Tenant's expense, may make alterations,
installations, additions or improvements which are non-structural and which do
not affect utility services or plumbing and electrical lines, in or to the
interior of the demised premises by using contractors or mechanics first
approved by Landlord. All fixtures and all paneling, partitions, railings and
like installations, permanently fixed in the premises at any time, either by
Tenant or by Landlord in Tenant's behalf, shall, upon installation, become the
property of Landlord and shall remain upon and be surrendered with the demised
premises unless Landlord, by notice to Tenant no later than twenty days prior
to the date fixed as the termination of this lease, elects to relinquish
Landlord's right thereto and to have them removed by Tenant, in which event,
the same shall be removed from the premises by Tenant prior to the expiration
of the lease, at Tenant's expense. Nothing in this article shall be construed
to give Landlord title to or to prevent Tenant's removal of trade fixtures,
moveable office furniture and equipment, but upon removal of any such from the
premises or upon removal of other installations as may be required by
Landlord. Tenant shall immediately and at its expense, repair and restore the
premises to the condition existing prior to installation and repair any damage
to the demised premises or the building due to such removal. All property
permitted or required to be removed by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at
the election of Landlord, either be retained as Landlord's property or may be
removed from the premises by Landlord at Tenant's expense. Tenant shall,
before making any alterations, additions, installations or improvements, at
its expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates
of final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Landlord and Tenant agrees to carry and
will cause Tenant's contractors and subcontractors to carry such workman's
compensation, general liability, personal and property damage insurance as
Landlord may require. If any mechanic's lien is filed against the demised
premises, or the building of which the same forms a part, for work claimed to
have been done for, or materials furnished to, Tenant, whether or not done
pursuant to this article, the same shall be discharged by Tenant within ten
days thereafter at Tenant's expense, by filing the bond required by law.
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REPAIRS: 4. Landlord shall maintain and repair the public portions of the
building including structure and infrastructure both exterior and interior.
Tenant shall, throughout the term of this lease, take good care of the demised
premises and the fixtures and appurtenances therein and at Tenant's sole cost
and expense, make all non-structural repairs thereto as and when needed to
preserve them in good working order and condition, reasonable wear and tear,
obsolescence and damage from the elements, fire or other casualty, excepted.
Notwithstanding the foregoing, all damage or injury to the demised premises or
to any other part of the building, or to its fixtures, equipment and
appurtenances, whether requiring structural or non-structural repairs, caused
by or resulting from carelessness, omission, neglect or improper conduct of
Tenant, Tenant's servants, employees, invitees or licensees, shall be repaired
promptly by Tenant at its sole cost and expense, to the satisfaction of
Landlord reasonably exercised. Tenant shall also repair all damage to the
building and the demised premises caused by the moving of Tenant's fixtures,
furniture or equipment. All the aforesiad repairs shall be of quality or class
equal to the original work or construction. If Tenant fails after ten days
notice to proceed with due diligence to make repairs required to be made by
Tenant, the same may be made by the Landlord at the expense of Tenant and the
expenses thereof incurred by Landlord shall be collectible as additional rent
after rendition of a bill or statement thereof. If the demised premises be or
become infested with vermin, Tenant shall at Tenant's expense, cause the same
to be exterminated from time to time to the satisfaction of Landlord. Tenant
shall give Landlord prompt notice of any defective condition in any plumbing,
heating system or electrical lines located in, servicing or passing through
the demised premises and following such notice, Landlord shall remedy the
condition with due diligence but at the expense of Tenant if repairs are
necessitated by damage or injury attributable to Tenant, Tenant's servants,
agents, employees, invitees or licensees as aforesiad. Except as specifically
provided in Article 9 or elsewhere in this lease, there shall be no allowance
to the 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 or failing to make any repairs,
alterations, additions or improvements in or to any portion of the building or
the demised premises or in and to the fixtures, appurtenances or equipment
thereof. The provisions of this Article 4 with respect to the making of
repairs shall not apply in the case of fire or other casualty which are dealt
with in Article 9 hereof.

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

REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOADS: 6. Prior to the commencement
of the lease term, if Tenant is then in possession, and at all times
thereafter, Tenant, at Tenant's sole cost and expense, shall promptly comply
with all present and future laws, orders and regulations of all state,
federal, municipal and local governments, departments, commissions and boards
and any direction of any public officer pursuant to law, and all orders, rules
and regulations of the New York Board of Fire Underwriters or any similar body
which shall impose any violation, order or duty upon Landlord or Tenant with
respect to the demised premises arising out of Tenant's use or manner of use
thereof, or with respect to the building if arising out of Tenant's use or
manner of use of the premises or the building (including the use permitted
under the lease). Except as provided in Article 29 hereof, nothing herein
shall require Tenant to make structural repairs or alterations unless Tenant
has by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant may, after securing Landlord to
Landlord's satisfaction against all damages, interest, penalties and expenses,
including, but not limited to reasonable attorneys' fees, by cash deposit or
by surety bond in an amount and in a company satisfactory to Landlord, contest
and appeal any such laws, ordinances, orders, rules, regulations or
requirements provided same is done with all reasonable promptness and provided
such appeal shall not subject Landlord to prosecution for a criminal offense
or constitute a default under any lease or mortgage under which Landlord may
be obligated, or cause the demised premises or any part to be condemned or
vacated. Tenant shall not do or permit any act or thing to be done in or to
the demised premises which is contrary to law, or which will invalidate or be
in conflict with public liability, fire or other policies of insurance at any
time carried by or for the benefit of Landlord with respect to the demised
premises or the building of which the demised premises form a part, or which
shall or might subject Landlord to any liability or responsibility to any
person or for property damage, nor shall Tenant keep anything in the demised
premises except as now or hereafter permitted by the Fire Department, Board of
Fire Underwriters, Fire Insurance Rating Organization or other authority
having jurisdiction, and then only in such manner and such quantity so as not
to increase the rate for fire insurance applicable to the building, nor use
the


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premises in a manner which will increase the insurance rate for the building
or any property located therein over that in effect prior to the commencement
of Tenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties
or damages, which may be imposed upon Landlord by reason of Tenant's failure
to comply with the provisions of this article and if by reason of such failure
the fire insurance rate shall, at the beginning of this lease or at any timer
thereafter, be higher than it otherwise would be, then Tenant shall reimburse
Landlord, as additional rent hereunder, for that portion of all fire insurance
premiums thereafter paid by Landlord which shall have been charged because of
such failure by Tenant, and shall make such reimbursement upon the first day
of the month following such outlay by Landlord. In any action or proceeding
wherein Landlord and Tenant are parties a schedule or "make-up" of rate for
the building or demised premises issued by the New York Fire Insurance
Exchange, or other body making fire insurance rates applicable to said
premises shall be conclusive evidence of the facts therein stated and of the
several items and charges in the fire insurance rate then applicable to said
premises. Tenant shall not place al load upon any floor of the demised
premises exceeding the floor load per square foot area which it was designed
to carry and which is allowed by law. Landlord reserves the right to prescribe
the weight and position of all safes, business machines and mechanical
equipment. Such installations shall be placed and maintained by Tenant, at
Tenant's expense, in settings sufficient, in Landlord's judgment, to absorb
and prevent vibration, noise and annoyance.

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

PROPERTY - LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY: 8. Landlord or its agents
shall not be liable for any damage to property of Tenant or of others
entrusted to employees of the building, nor for loss of or damage to any
property of Tenant by theft or otherwise, nor for any injury or damage to
persons or property resulting from any cause of whatsoever nature, unless
caused by or due to the negligence of 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, upon or about said building or caused
by operations in construction of any private, public or quasi public work. If
at any time any windows of the demised premises are temporarily closed,
darkened or bricked up (or permanently closed, darkened or bricked up, if
required by law) for any reason whatsoever including, but not limited to
Landlord's own acts, Landlord shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation therefor
nor abatement or diminution of rent nor shall the same release Tenant from its
obligations hereunder nor constitute an eviction. Tenant shall not move any
safe, heavy machinery, heavy, equipment, bulky matter or fixtures into or out
of the building without Landlord's prior written consent. If such safe,
machinery, equipment, bulky matter or fixtures requires special handling, all
work in connection therewith shall comply with the Administrative Code of the
City of New York and all other laws and regulations applicable thereto and
shall be done during such hours as Landlord may designate. Tenant shall
indemnify and save harmless Landlord against and from all liabilities,
obligations, damages, penalties, claims, costs and expenses for which Landlord
shall not be reimbursed by insurance, including reasonable attorneys fees,
paid, suffered or incurred as a result of any breach by Tenant, Tenant's
agents, contractors, employees, invitees, or licensees, of any covenant or
condition of this lease, or the carelessness, negligence or improper conduct
of the Tenant, Tenant's agents, contractors, employees, invitees or licensees.
Tenant's liability under this lease extends to the acts and omissions of any
subtenant, and any agent, contractor, employee, invitee or licensee of any
subtenant. In case any action or proceeding is brought against Landlord by
reason of such claim, Tenant, upon written notice from Landlord, will, at
Tenant's expense, resist or defend such action or proceeding by counsel
approved by Landlord in writing, such approval not to be unreasonably
withheld.

DESTRUCTION, FIRE AND OTHER CASUALTY: 9. (a) If the demised premises or any
part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Landlord and this lease shall continue in full
force and effect except as hereinafter set forth. (b) If the demised premises
are partially damaged or rendered partially unusable by fire or other
casualty, the damages thereto shall be repaired by and at the expense of
Landlord and the rent, until such repair shall be substantially completed,
shall be apportioned from the day following the casualty according to the part
of the premises which is usable. (c) If the demised premises are totally
damaged or rendered wholly unusable by fire or other casualty, then the rent
shall be proportionately paid up to the time of the casualty and thence forth
shall cease until the date when the premises shall have been repaired and
restored by Landlord, subject to Landlord's right to elect not to restore the
same as hereinafter provided. (d) If the demised premises are rendered wholly
unusable or (whether or not the demised premises are damaged in whole or in
part) if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then, in any of such events, Landlord may elect
to terminate this lease by written notice to Tenant given within 90 days after
such fire or casualty specifying a date for the expiration of the lease, which
date shall not be more than 60 days after the giving of such notice, and upon
the date specified in such notice the term of this lease shall expire as fully
and completely as if such date were the date set forth above for the
termination of this lease and Tenant shall forthwith quit, surrender and

<PAGE>

vacate the premises without prejudice however, to Landlord's rights and
remedies against Tenant under the lease provisions in effect prior to such
termination, and any rent owing shall be paid up to such date and any payments
of rent made by Tenant which were on account of any period subsequent to such
date shall be returned to Tenant. Unless Landlord shall serve a termination
notice as provided for herein, Landlord shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Landlord's control. After any such casualty, Tenant
shall cooperate with Landlord's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
movable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Landlord that the
premises are substantially ready for Tenant's occupancy. (e) Nothing contained
hereinabove shall relieve Tenant from liability that may exist as a result of
damage from fire or other casualty. Notwithstanding the foregoing, each party
shall look first to any insurance in its favor before making any claim against
the other party for recovery for loss or damage resulting from fire or other
casualty, and to the extent that such insurance is in force and collectible
and to the extent permitted by law, Landlord and Tenant each hereby releases
and waives all right of recovery against the other or any one claiming through
or under each of them by way of subrogation or otherwise. The foregoing
release and waiver shall be in force only if both releasors' insurance
policies contain a clause providing that such a release or waiver shall not
invalidate the insurance and also, provided that such a policy can be obtained
without additional premiums. Tenant acknowledges that Landlord will not carry
insurance on Tenant's furniture and/or furnishings or any fixtures or
equipment, improvements, or appurtenances removable by Tenant and agrees that
Landlord will not be obligated to repair any damage thereto or replace the
same. (f) Tenant hereby waives the provisions of Section 227 of the Real
Property Law and agrees that the provisions of this article shall govern and
control in lieu thereof.

EMINENT DOMAIN: 10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease.

ASSIGNMENT, MORTGAGE, ETC,: 11. Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
expressly covenants that it shall not assign, mortgage or encumber this
agreement, nor underlet, or suffer or permit the demised premises or any part
thereof to be used by others, without the prior written consent of Landlord in
each instance. 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, under-tenant or
occupancy, and apply the net amount collected to the rent herein reserved, but
no such assignment, underletting, occupancy or collection shall be deemed a
waiver of this covenant, or the acceptance of the assignee, under-tenant or
occupant as tenant, or a release of Tenant from the further performance by
Tenant of covenants on the part of Tenant herein contained. The consent by
Landlord to an assignment or underletting shall not in any wise be construed
to relieve Tenant from obtaining the express consent in writing of Landlord to
any further assignment or underletting. This Article is modified by Article
#56 & Article #57.

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

ACCESS TO PREMISES: 13. Landlord or Landlord's agents shall have the right
(but shall not be obligated) to enter the demised premises in any emergency at
any time, and, at other reasonable times, to examine the same and to make such
repairs, replacements and improvements as Landlord may deem necessary and
reasonably desirable to the demised premises or to any other portion of the
building or which Landlord may elect to perform following Tenant's failure to
make repairs or perform any work which Tenant is obligated to perform under
this lease, or for the purpose of complying with laws, regulations and other
directions of governmental authorities. Tenant shall permit Landlord to use
and maintain and replace pipes and conduits in and through the demised
premises and to erect new pipes and conduits therein. Landlord may, during
the progress of any work in the demised premises, take all necessary materials
and equipment into said premises without the same constituting an eviction nor
shall the Tenant be entitled to any abatement of rent while such work is in
progress nor to any damages by reason of loss or interruption of business or
otherwise. Throughout the term hereof Landlord shall have the right to enter
the demised premises at reasonable hours for the purpose of showing the same
to prospective purchasers or mortgagees of the building, and during the last
six months of the term for the purpose of showing the same to prospective
tenants and may, during said six months period, place upon the premises the
usual notices "To Let and "For Sale" which notices Tenant shall permit to
remain thereon without molestation. If Tenant is not present to open and
permit an entry into the premises, Landlord or Landlord's agent may enter the
same whenever such entry may be necessary or permissible by master key or
forcibly and provided reasonable care is exercised to safeguard Tenant's
property and such entry shall not render Landlord or its agents liable
therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of the term Tenant shall have removed all
or substantially all of Tenant's property therefrom, Landlord may immediately
enter, alter, renovate or redecorate the demised premises without limitation
or abatement of rent, or incurring liability to Tenant for any compensation
and such act shall have no effect on this lease or Tenant's obligations
hereunder. Landlord shall have the right at any time without the same

<PAGE>

constituting an eviction and without incurring liability to Tenant therefore
to change the arrangement and/or location of public entrances, passageways,
doors, doorways, corridors, elevators, stairs, toilets, or other public parts
of the building and to change the name, number or designation by which the
building may be known.

                         See addendum

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

OCCUPANCY: 15. Tenant will not at any time use or occupy the demised premises
in violation of the certificate of occupancy issued for the building of which
the demised premises are a part. Tenant has inspected the premises and accepts
them as is, subject to the riders annexed hereto with respect to Landlord's
work, if any. In any event, Landlord makes no representation as to the
condition of the premises and Tenant agrees to accept the same subject to
violations whether or not of record.

                                    SEE ARTICLE #62


<PAGE>


BANKRUPTCY: 16. (a) If at the date fixed as the commencement of the term of
this lease or if at any time during the term hereby demised there shall be
filed by or against Tenant in any court pursuant to any statute either of the
United States or of any state, a petition, in bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, and within 60 days thereof, Tenant fails to
secure a dismissal thereof, or if Tenant make an assignment for the benefit of
creditors or petition for or enter into an arrangement, this lease, at the
option of Landlord, exercised within a reasonable time after notice of the
happening of any one or more of such events, may be canceled and terminated by
written notice to the Tenant (but if any of such events occur prior to the
commencement date, this lease shall be ipso facto cancelled and terminated)
and whether such cancellation and termination occur prior to or during the
term, neither Tenant nor any person claiming through or under Tenant by virtue
of any statute or of any order of any court, shall be entitled to possession
or to remain in possession of the premises demised but shall forthwith quit
and surrender the premises, and Landlord, in addition to the other rights and
remedies Landlord has by virtue of any other provision herein or elsewhere in
this lease contained or by virtue of any statute or rule of law, may retain as
liquidated damages, any rent, security deposit or moneys received by him from
Tenant or others in behalf of Tenant. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be
applicable only to the party then owning Tenant's interest in this lease.

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

DEFAULT 17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or
if the demised premises become vacant or deserted; or if the demised premises
are damaged by reason of negligence or carelessness of Tenant its agents,
employees or invitees; or if any execution or attachment shall be issued
against Tenant or any of Tenant's property whereupon the demised premises
shall be taken or occupied by someone other than Tenant; or if Tenant shall
make default with respect to any other lease between Landlord and Tenant; or
if Tenant shall fail to move into or take possession of the premises within
fifteen (15) days after the commencement of the term of this lease, of which
fact Landlord shall be the sole judge; then, in any one or more of such
events, upon Landlord serving a written five (5) days notice upon Tenant
specifying the nature of said default and upon the expiration of said five (5)
days, if Tenant shall have failed to comply with or remedy such default, or if
the said default or omission complained of shall be of a nature that the same
cannot be completely cured or remedied within said five (5) days period, and
if Tenant shall not have diligently commenced curing such default within such
five (5) day period, and shall not thereafter with reasonable diligence and in
good faith proceed to remedy or cure such default, then Landlord may serve a
written three (3) days' notice of cancellation of this lease upon Tenant, and
upon the expiration of said three (3) days, this lease and the term thereunder
shall end and expire as fully and completely as if the expiration of such
three (3) day period were the day herein definitely fixed for the end and
expiration of this lease and the term thereof and Tenant shall then quit and
surrender the demised premises to Landlord but Tenant shall remain liable as
hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given, and the
term shall expire as aforesaid: or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional rent herein mentioned or
any part of either or in making any other payment herein required; then and in
any of such events Landlord may without notice, re-enter the demised premises
either by force or otherwise, and dispossess Tenant by summary proceedings or
otherwise, and the legal representative of Tenant or other occupant of demised
premises and remove their effects and hold the premises as if this lease had
not been made, and Tenant hereby waives the service of notice of intention to
re-enter or to institute legal proceedings to that end. If Tenant shall make
default hereunder prior to the date fixed as the commencement of any renewal
or extension of this lease, Landlord may cancel and terminate such renewal or
extension agreement by written notice.

REMEDIES OF LANDLORD AND WAIVER OF REDEMPTION 18. In case of any such default,
re-entry, expiration and/or dispossess by summary proceedings or otherwise ,
(a) the rent shall become due thereupon and be paid up to the time of such
re-entry, dispossess and/or expiration, together with such expenses as
Landlord may incur for legal expenses, attorneys' fees, brokerage, and/or
putting the demised premises in good order, or for preparing the same for
re-rental; (b) Landlord may re-let the premises or any part or parts thereof,
either in the name of Landlord or otherwise, for a term or terms, which may at
Landlord's option be less than or exceed the period which would otherwise have
constituted the balance of the term of this lease and may grant concessions or
free rent or charge a higher rental than that in this lease, and/or (c) Tenant
or the legal representatives of Tenant shall also pay Landlord as liquidated
damages for the failure of Tenant to observe and perform said Tenant's
<PAGE>

covenants herein contained, any deficiency between the rent hereby reserved
and/or covenanted to be paid and the net amount, if any of the rents collected
on account of the lease or leases of the demised premises for each month of
the period which would otherwise have constituted the balance of the term of
this lease. The failure of Landlord to re-let the premises or any part or
parts thereof shall not release or affect Tenant's liability for damages. In
computing such liquidated damages there shall be added to the said deficiency
such expenses as Landlord may incur in connection with re-letting, such as
legal expense, attorneys' fees, brokerage, advertising and for keeping the
demised premises in good order or for preparing the same for re-letting. Any
such liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease and any suit brought to collect the amount of
the deficiency for any month shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Landlord, in putting the demised premises in good order or
preparing the same for re-rental may, at Landlord's option, make such
alterations, repair, replacements, and/or decorations in the demise premises
as Landlord, in Landlord's sole judgment, considers advisable and necessary
for the purpose of re-letting the demised premises, and the making of such
alterations, repairs, replacements, and/or decorations shall not operate or be
construed to release Tenant from liability hereunder as aforesaid. Landlord
shall in no event be liable in any way whatsoever for failure to re-let the
demised premises, or in the event that the demised premises are re-let, for
failure to collect the rent thereof under such re-letting, and in no event
shall Tenant be entitled to receive any excess, if any, of such net rents
collected over the sums payable by Tenant to Landlord hereunder. In the event
of a breach or threatened breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have the right of injunction and the right
to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particularly remedy, shall not preclude Landlord from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of
Landlord obtaining possession of demised premises, by reason of the violation
by Tenant of any of the covenants and conditions of this lease, or otherwise.

FEES AND EXPENSES: 19. If Tenant shall default in the observance of
performance of any term or covenant on Tenant's part to be observed or
performed under or by virtue of any of the terms or provisions in any article
of this lease, then, unless otherwise provided elsewhere in this lease,
landlord may immediately or at the time thereafter and without notice perform
the obligation of Tenant thereunder, and if Landlord, in connection therewith
or in connection with any default by Tenant in the covenant to pay rent
hereunder, makes any expenditures or incurs any obligations for the payment of
money, including but not limited to attorney's fees, in instituting,
prosecuting or defending any action or proceeding, such sums so paid or
obligations incurred with interest and costs shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Landlord within five (5) days of
rendition of any bill or statement to Tenant therefore, and if Tenant's lease
term shall have expired at the time of making of such expenditures or
incurring of such obligations, such sums shall be recoverable by Landlord as
damages.

NO REPRESENTATIONS BY LANDLORD 20. Neither Landlord nor Landlord's agents have
made any representations or promises with respect to the physical condition of
the building, the land upon which it is erected or the demised premises, the
rents, leases, expenses of operation or any other matter or thing affecting or
related to the premises except as herein expressly set forth and no rights,
easements or licenses are acquired by Tenant by implication or otherwise
except as expressly set forth in the provisions of this lease. Tenant has
inspected the buliding and the demised premises and is thoroughly acquainted
with their condition, and agrees to take the same "as is" and acknowledges
that the taking of possession of the demised premises by Tenant shall be
conclusive evidence that the said premises and the building of which the same
form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between
Landlord and Tenant and any executory agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of it in
whole or in part, unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

END OF TERM: 21. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Landlord the demised prmises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If
the last day of the term of this lease or any renewal thereof, falls on
Sunday, this lease shall expire at noon of the prceding Saturday unless it be
a legal holiday in which case it shall expire at noon on the preceding
business day.

QUIET ENJOYMENT: 22. 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 premises hereby demised,
subject, nevertheless, to the terms and conditions of this lease including,
but not limited to, Article 33 hereof and to the ground leases, underlying
leases and mortages hereinbefore mentioned.

FAILURE TO GIVE POSSESSION: 23. If Landlord is unsable to give possession of
the demised premises on the date of the commencement of the term hereof,
because of the holding -over or retention of possession of any tenant,
undertenant or occupants, or if the premises are located in a building being
constructed, because such building has not been sufficiently completed to make
the premises ready for occupancy or because of the fact that a certificate of
occupancy has not been procured or for any other reason, Landlord shall not be
subject to any liability for failure to give possession on said date and the
validity of the lease shall not be impaired under such circumstances, nor
shall the same be construed in any wise to extend the term of this lease, but
the rent payable hereunder shall be abated (provided Tenant is not responsible
for the inability to obtain possession) until after Landlord shal have given
Tenant written notice that the premises are substantially ready for Tenant's
occupancy. If permission is given to Tenant to enter into the possession of
the demised premises or to occupy premises other than the demised premises
prior to the date specified as the commencement of the term of this lease,
Tenant covenants and agrees that such occupancy shall be deemed to be under
all the terms, covenants, conditions and provisions of this lease, except as
to the covenant to pay rent. The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of
Section 223-a of the New York Real Property Law.

NO WAIVER: 24. The failure of Landlord to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations set forth or hereafter adopted by
Landlord, shall not


<PAGE>



prevent a subsequent act which would have originally constituted a violation
from having all the force and effect of an original violation. The receipt by
Landlord of rent with knowledge of the breach of any covenant of this lease
shall not be deemed a waiver of such breach and no provision of this Lease
shall be deemed to have been waived by Landlord unless such waiver be in
writing signed by Landlord. No payment by Tenant or receipt by Landlord of a
lesser amount than the monthly recent herein stipulated shall be deemed to be
other than on account of the earliest stipulated rent, nor shall any
endorsement or statement of any check or any letter accompanying any check or
payment as rent be deemed an accord and satisfaction, and 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. 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 premises and no agreement
to accept such surrender shall be valid unless in writing signed by Landlord.
No employee of Landlord or Landlord's agent shall have any power to accept the
keys of said premises prior to the termination of the lease and the delivery
of keys to any such agent or employee shall not operate as a termination of
the lease or in surrender of the premises.

WAIVER OF TRIAL BY JURY: 25. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property
damage) on any matters whatsoever arising out of or in any way connected with
this lease, the relationship of Landlord and Tenant, and Tenant's use of or
occupancy of said premises, and any emergecny statutory or any other statutory
remedy. It is further mutually agreed that in the event Landlord commences any
summary proceeding for possession of the premises, Tenant will not interpose
any counterclaim of whatever nature or description in any such proceeding.

INABILITY TO PERFORM: 26. ThislLease and the obligation of Tenant to pay rent
hereuder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in no wise be afrected, impaired or
excused because Landlord is unable to fulfill any of its obligations under
this lease or to supply or is delayed in supplying any services expressly or
impliedly to be supplied or is unable to make, or is delayed in making any
repair, additions, alterations or decorations or is unable to supply or is
delayed in supplying any equiment or fixtures if Landlord is prevented or
delayed from so doing by reason of strike or labor troubles or any cause
whatsoever including, but not limited to, government presumption in connection
with a National Emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any government agency or by reason of the
conditions of supply and demand which have been or are affected by war or
other emergency.

BILLS AND NOTICES: 27. Execept as otherwise in this lease provided, a bill,
statement, notice or communication which Landlord may desire or be required to
give to Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail
addressed to Tenant at the building of which the demised premises form a part
or at the last known residence address or business address of Tenant or left
at any of the aforesaid premises addressed to Tenant, and the time of the
rendition of such bill or statement and of the giving of such notice or
communication shall be demeed to be the time when the same is delivered to
Tenant, mailed, or left at the premises as herein provided. Any notice by
Tenant to Landlord must be served by registered or cerfified mail addressed to
Landlord at the address first hereinabove given or at such other address as
Landlord shall designate by written notice.

WATER CHARGES: 28. If Tenant requires, uses or consumes water for any purpose
in addition to ordinary lavatory purposes (of which fact Tenant consituttes
Landlord to be the sole judge) Landlord may install a water meter and thereby
measure Tenant's water consumption for all purposes. Tenant shall pay Landlord
for the cost of the meter and the cost of the installation thereof and
throughout the dfuration of Tenant's occupancy Tenant shall keep said meter
and installation eqipment in good working order and repair at Tenant's own
cost and expense in default of which Landlord may cause such meter and
equipment to be replaced or repaired and collect the cost thereof from Tenant.
Tenant agrees to pay for water consumed, as shown on said meter as and when
bills are rendered, and on default in making such payment Landlord may pay
such charges and collect the same from Tenant. Tenant covenants and agrees to
pay the sewer rent, charge or any other tax, rent, levy or charge which now or
hereafter is assessed, imposed or a lien upon the demised premises or the
realty of which they are part purusnat to law, order or regluation made or
issued in connection with the use, consumption, maintenance or supply of
water, water system or sewage or sewage connection or system. The bill
rendered by Landlord shall be payable by Tenant as additionasl rent. If the
building or the demised premises or any part thereof be supplied with water
through a meter through which water is also supplied to other premises Tenant
shall pay to Landlord as additional rent, on the first day of each month, % <-
($20.00) of the total meter charges, as Tenant's portion. Independently of and
in addition to any of the remedies reserved to Landlord hereinabove or
elsewhere in this lease, Landlord may sue for and collect any monies to be
paid by Tenant or paid by Landlord for any of the reasons or puspoes
hereinabove set forth.

                                    See addendum
<PAGE>

SPRINKLERS: 29. Anything elsewhere in this lease to the contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York
Fire Insurance Exchange or any bureau, depart,ent or official of the federal,
state or city government require or recommend the installation of a sprinkler
system or that any changes, modifications, alterations or additional sprinkler
heads or other equipment be made or supplied in an existing spinkler system by
reason of Tenant's business, or the location of partitions, trade fixtures, or
other contents of the demised presmies, or for any other reason, or if any
such sprinkler system installations, changes, modifications, alterations,
additional sprinkler heads or other such equipment, become necessary to
prevent the imposition of a penalty or charge against the full allowance for
a sprinkler system in the fire insurance rate set by any said Exchange or by
any fire insurance company, Tenant shall, at Tenant's expense, promptly make
such sprinkler system installtions, changes, modifications, alterations, and
supply additional sprinkler heads or other euqipment as required whether the
work involved shall be structural or nonstructural in nature. Tenant shall pay
to 
 --  Landlord as additional rent the sum of $20.00 on the first day of each
     month during the term of this lease, as Tenant's portion of the contract 
     price for sprinkler supervisory service.

ELEVATORS, HEAT, CLEANING: 30. As long as Tenant is not in default under any
of the covenants of this lease Landlord shall: (a) provide necessary elevator
facilities on business days from 7:00a.m. to 10:00 p.m. and on Saturdays from
8:00 a.m. to 6:00 p.m.; (b) furnish heat to the demised presmies when and as
required by law, on business days from 7:00 a.m. to 10:00 p.m. and on
Saturdays from 8:00 a.m. to 6:00 p.m.; (c) at Landlord's expense cause to be
kept clean the public halls and public portions of the bulding, which are used
in common by all tenants. Tenant shall at Tenant's expense, keep the demised
premises clean and in order, to the satisfaction of Landlord, and for that
purpose shall employ the person or persons, or corporation approved by
Landlord. Tenant shall pay to Landlord the cost of removal of any of Tenant's
refuse and rubbish from the building. Bills for the same shall be rendered by
Landlord to Tenant at such time as Landlord may elect and shall be due and
payable when rendered, and the amount of such bills shall be demeed to be, and
be paid as, additional rent. Tenant shall, however, have the option of
independently contracting for the removal of such rubbish and refuse in the
event that Tenant does not wish to have same done by employees of Landlord.
Under such circumstances, however, the removal of such refuse and rubbish by
others shall be subject to such rules and regulations as, in the judgment of
Landlord, are necessary for the proper operation of the buliding. Landlord
reserves the right to stop service of the heating, elevator, plumbing and
electric systems, when necessary, by reason of accident, or emergency, or for
repairs, alterations, replacements or improvements, in the judgment of
Landlord desirable or necessary to be made, until said repairs, alterations,
replacement or improvements shall have been completed. And Landlord shall have
no responsibility or liability for failure to supply heat, elevator, plumbing
and electric service, during said period or when prevented from so doing by
strikes, accidents or by any cause beyond Landlord's control, or by laws,
orders or regulations of any Federal, State or Municipal Authority, or failure
of coal, oil or other suitable fuel supply, or inability by exercise of
reasonable diligence to obtain coal, oil or other suitable fuel. If the
building of which the demised premises are a part supplies manually operated
elevator service, Landlord may proceed with alterations necessary to
substitute automatic control elevator service upon ten (10) days written
notice to Tenant without in any way affecting the obligations of Tenant
hereunder, provided that the same shall be done with the minimum amount of
inconvenience to Tenant, and Landlord pursues with due diligence the
completion of the alterations.

SECURITY 31. Tenant has deposited with Landlord the sum of $15,080.00 as
security for the faithful performance and observance by Tenant of the terms,
provisions and conditions of this lease; it is agreed that in the event Tenant
defaults in respect of any of the terms, provisions and conditions of this
lease, including but not limited to, the payment of rent and additional rent,
Landlord may use, apply or retain in whole or any part of the security so
deposited to the extent required for the payment of any rent and additional
rent or any other sum as to which Tenant is in default or for any sum which
Landlord may expend or may be required to expend by reason of Tenant's default
in respect of any of the terms, covenants and conditions of this lease,
including but not limited to, any damages or deficiency in the reletting of
the premises, whether such damages or deficiency accrued before or after
summary proceedings or other re-entry by Landlord. In the event that Tenant
shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this lease, the security shall be returned to Tenant after
the date fixed as the end of the Lease and after delivery of entire possession
of the demised premises to Landlord. In the event of a sale of the land and
building or leasing of the building, of which the demised premises form a
part, Landlord shall have the right to transfer the security to the vendee or
lessee and Landlord shall thereupon be released by Tenant from all liability
for the return of said security; and Tenant agrees to look to the new Landlord
solely for the return of said security; and it is agreed that the provisions
hereof shall apply to every transfer or assignment made of the security to a
new Landlord. Tenant further covenants that it will not assign or encumber or
attempt to assign or encumber the monies deposited herein as security and that
neither Landlord nor its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

See Article #50
<PAGE>

CAPTIONS: 32. The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope of this lease
nor the intent of any provision thereof.

DEFINITIONS: 33. The term "Landlord" as used in this lease means only the
owner, or the mortgagee in possession, for the time being of the land and
building (or the owner of a lease of the building or of the land and building)
of which the demised premises form a part, so that in the event of any sale or
sales of said land and building or said lease, or in the event of a lease of
said building, or of the land and building, the said Landlord shall be and
hereby is entirely freed and relieved of all covenants and obligations of
Landlord hereunder, and it shall be deemed and construed without further
agreement between the parties or their successors in interest, or between the
parties and the purchaser, at any such sale, or the said lessee of the
building, or of the land and building, that the purchaser or the lessee of the
building has assumed and agreed to carry out any and all covenants and
obligations of Landlord hereunder. The words "re-enter" and "re-entry" as used
in this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays (except such
portion thereof as is covered by specific hours in Article 30 hereof), Sundays
and all days observed by the State or Federal Government as legal holidays and
those designated as holidays by the applicable building service union
employees service contract or by the applicable Operating Engineers contract
with respect to HVAC service.

ADJACENT EXCAVATION SHORING: 34. If an Excavation shall be made upon land
adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work
as said person shall deem necessary to preserve the wall or the building of
which demised premises form a part from injury or damage and to support the
same by proper foundations without any claim for damages or indemnity against
Landlord, or diminution or abatement of rent.

RULES AND REGULATIONS: 35. Tenant and Tenant's servants, employees, agents,
visitors, and licenses shall observe faithfully, and comply strictly with, the
Rules and Regulations and such other and further reasonable Rules and
Regulations as Landlord or Landlord's agents may from time to time adopt.
Notice of any additional rules or regulations shall be given in such manner as
Landlord may elect. In case Tenant disputes the reasonableness of any
additional Rule or Regulation hereafter made or adopted by Landlord or
Landlord's agents, the parties hereto agree to submit the question of the
reasonableness of such Rule or Regulation for decision to the New York office
of the American Arbitration Association, whose determination shall be final
and conclusive upon the parties hereto. The right to dispute the
reasonableness of any additional


<PAGE>



Rule or Regulation upon Tenant's part shall be deemed waived unless the same
shall be asserted by service of a notice, in writing upon Landlord within ten
(10) days after the giving of notice thereof. Nothing in this lease contained
shall be construed to impose upon Landlord any duty or obligation to enforce
the Rules and Regulations or terms, covenants or conditions in any other
lease, as against any other tenant and Landlord shall not be liable to Tenant
for violation of the same by any other tenant, its servants, employees,
agents, visitors or licenses.

GLASS: 36. Landlord shall replace, at the expense of Tenant any and all plate
and other glass damaged or broken from any cause whatsoever in and about the
demised premises. See Addendum.

SUCCESSORS AND ASSIGNS: 37. The covenants, conditions and agreements contained 
and Assigns: shall bind 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 assigns.


         Riders containing Articles #38 through #64 inclusive, annexed hereto
         and forming part of this lease.



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

<TABLE>
<C>                                                  <C>

                                                     John R. Perleman, et al
Witness for Landlord:                                By: Adams & Co. Real Estate, Inc., Agent    [corporate seal]

     /s/ Margaret Campmile                           By:    /s/ Warren Felix
----------------------------------                       -------------------------------------
                                                            Executive Director of Leasing


                                                     Pivot Rules, Inc.
Witness for Tenant:

    /s/ Stephanie R. Schniebolk                      By:    /s/ E. Kenneth Seiff, Pres.    [corporate seal]
----------------------------------                       -------------------------------------
                                                                
                                                                        5/15/97
</TABLE>

                                                     I.D.     #13-3612110







<PAGE>
<TABLE>
<S><C>

                                       ACKNOWLEDGMENTS

CORPORATE LANDLORD
STATE OF NEW YORK,         }
                                    SS.:
         COUNTY OF         }


         ON THIS                DAY OF                                  , 19    , before me
personally came                                                                                             ,
to me known, who being by me duly sworn, did depose and say that he resides in
                                                                              :

that he is the                               of

the corporation described in and which executed the foregoing instrument, as
LANDLORD; that he knows the seal of said corporation, that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.



INDIVIDUAL LANDLORD
STATE OF NEW YORK,         }
                                    SS.:
         COUNTRY OF        }

         On this                  day of                                  , 19   , before me
personally came                                                                                            ,
to me known and known to me to be the individual described in and who, as
LANDLORD, executed the foregoing instrument and acknowledged to me that he
executed the same.

CORPORATE TENANT
STATE OF NEW YORK,         }
                                    SS.:
         COUNTY OF         }


         ON THIS                   DAY OF                             , 19     , before me
personally came                                                                                            ,
to me known, who being by me duly sworn, did depose and say that he resides  in

that he is the                                 of

the corporation described in and which executed the foregoing instrument, as
TENANT; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation, and that he signed his name thereto by
like order.




INDIVIDUAL TENANT
STATE OF NEW YORK,         }
                                    SS.:
         COUNTY OF         }

         On this day of , 19 , be fore me personally came , to me known and
known to me to be the individual described in and who, as TENANT, executed the
foregoing instrument and acknowledged to me that he executed the same.
</TABLE>
<PAGE>


                           IMPORTANT -- PLEASE READ
                     RULES AND REGULATIONS ATTACHED TO AND
                           MADE A PART OF THIS LEASE
                        IN ACCORDANCE WITH ARTICLE 35.

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

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

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

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

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

6. No Tenant shall mark, paint, drill into, or in any way deface any part of
the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior
written consent of Landlord, and as Landlord may direct. No Tenant shall lay
linoleum, or other similar floor covering, so that the same shall come in
direct contact with the floor of the demised premises, and, if linoleum or
other similar floor covering is desired to be used an interlining of builder's
deadening felt shall be first affixed to the floor, by a paste or other
material, soluble in water, the use of cement or other similar adhesive
material being expressly prohibited.

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

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

9. No Tenant shall obtain for use upon the demised premises ice, drinking
water, towel and other similar services, or accept barbering or bootblacking
services in the demised premises, except from persons authorized by Landlord,
and at hours and under regulation fixed by Landlord. Canvassing, soliciting
and peddling in the building is prohibited and each Tenant shall co-operate to
prevent the same.

10. Landlord reserves the right to exclude from the building between the hours
of 6 P.M. and 8 A.M. and at all hours on Sundays, and legal holidays all
persons who do not present a pass to the building signed by Landlord. Landlord
will furnish passes to persons for whom any Tenant requests same in writing.
Each Tenant shall be responsible for all persons for whom he requests such
pass and shall be liable to Landlord for all acts of such persons.

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

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


Address:          42-52 WEST 39TH STREET

Premises:         ENTIRE 9TH FLOOR


JOHN R. PERLMAN, et al

                           TO

PIVOT RULES, INC.


                               STANDARD FORM OF

                                     LOFT
                                     LEASE

                    The Real Estate Board of New York, Inc.
                    (C)Copyright 1973. All Rights Reserved.
                          Reproduction in whole or in
                               part prohibited.


Dated                      February 12, 1997

Rent per Year              $81,000.
                           $90,000.

Rent per Month             $6,750.
                           $7,500.

Term                       11 years
From                       6/1/97
To                         5/31/98

Drawn by          mc       Checked by
Entered by                 Approved by

                                     ADAMS
                                     & CO.
                                  REAL ESTATE
                                     INC.
                               411 FIFTH AVENUE
                             NEW YORK, N.Y. 10016
                                (212) 679-5500




<PAGE>
<TABLE>
<S><C>


RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED   FEBRUARY 12, 1997,    PREMISES  ENTIRE 9TH FLOOR - 42-52 WEST 39TH STREET
              -----------------               -----------------------------------------

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES as Tenant

                                  ELECTRICITY

(a) Tenant may make its own arrangements with the public utility company
servicing the demised premises for the payment of all charges for electricity
consumed at the demised premises by Tenant. In no event shall Landlord be
responsible for charges for electricity consumed at the demised premises by
Tenant. Notwithstanding the foregoing, if electric current be supplied by
Landlord, which Landlord reserves the right to do at its sole option, Tenant
covenants and agrees to purchase the same from Landlord or Landlord's
designated agent at terms and rates set by Landlord in subparagraph (b) below.
Where more than one meter measures the service of Tenant in the building, the
service rendered through each meter may be computed and billed separately in
accordance with the rates herein. Bills therefor shall be rendered at such
times as Landlord may elect in the amount computed from a meter. In the event
that such bills are not paid within fifteen (15) days after the same are
rendered, Landlord may, without further notice, discontinue the service of
electric current to the demised premises without releasing Tenant from any
liability under this Lease and without Landlord or Landlord's agent incurring
any liability for any damage or loss sustained by Tenant by such
discontinuance of service. Landlord shall not in any wise be liable or
responsible for any loss or damage or expense which Tenant may sustain or
incur if either the quantity or character of electric service is changed or is
no longer available or suitable for Tenant's electrical requirements. Any
riser or risers to supply Tenant's electrical requirements, upon written
request of Tenant, will be installed by Landlord, at the sole cost and expense
of Tenant, if, in Landlord's sole judgment, the same are necessary and will
not cause permanent damage or injury to the building or demised premises or
cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations, repairs or expense or interfere with or disturb
other tenants or occupants of the building. In addition to the installation of
such riser or risers, Landlord will also at the sole cost and expense of
Tenant, install all other equipment proper and necessary in connection
therewith subject to the aforesaid terms and conditions. Tenant covenants and
agrees that all times its use of electric current shall never exceed the
capacity of existing feeders to the building or the risers or wiring
installations. Landlord may discontinue any of the aforesaid services upon
thirty (30) days notice to Tenant without being liable to Tenant therefor or
without in any way affecting this lease or the liability of Tenant hereunder
or causing a diminution of rent and the same shall not be deemed to be
lessening or diminution of services within the meaning of any law, rule or
regulation now or hereafter enacted, promulgated or issued. In the event
Landlord gives such notice of discontinuance Landlord shall permit Tenant to
receive such service direct from a public utility company. Tenant shall make
no alteration or addition to the electric equipment and/or appliances without
prior written consent of Landlord in each instance. If any tax is imposed upon
Landlord's receipt from the sale or resale of electrical energy or gas or
telephone service to Tenant by any Federal, State or Municipal Authority,
Tenant covenants and agrees that, where permitted by law, Tenant's pro-rata
share of such taxes shall be passed on to, and included in the bill and paid
by Tenant to Landlord.

(b) The Tenant shall purchase electricity from the Landlord or Landlord's
Agent at a charge which shall be computed by adding 10% to the total of (1)
the meter readings for energy use, the demand, and fuel adjustments under
Consolidated Edison Service classification 4 or like or similar rate by any
other utility company servicing the building, and (2) all taxes imposed on
each of such components plus sales tax. All charges incurred by the Tenant
under this Article shall be additional rent and collectible by the Landlord as
such.



<PAGE>



RIDER AGREEMENT:

TO BE ATTACHED TO AND FORM A PART OF:

LEASE DATED   FEBRUARY 12, 1997,    PREMISES  ENTIRE 9TH FLOOR - 42-52 WEST 39TH STREET
              -----------------               -----------------------------------------

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES as Tenant

38. It is specifically understood and agreed that this lease is offered to the
Tenant for signature by the Managing Agent of the building solely in its
capacity as such Agent and subject to the Landlord's acceptance and approval,
and that the Tenant has hereunto affixed its signature with the understanding
that the said lease shall not in any way bind the Landlord or its Agent until
such time as the Landlord has approved said lease and same is executed and
delivered to the Tenant.

39. The Tenant will indemnify and save harmless the Landlord from and against
any and all liability, penalties, losses, damages, expenses, suits and
judgments arising from injury during the term of this lease to person or
property of any nature, in the building of which the demised premises from a
part from any matter or thing growing out of the use or occupation of the
demised premises and the Tenant agrees throughout the term of this lease to
keep the Landlord insured against General Public Liability in limits of
$1,000,000. per person, $3,000,000. per incident and against Property Damage
in the amount of $500,000. Such policies of insurance and certificates thereof
shall be obtained by the Tenant and delivered to the Landlord showing the
payment of the premium thereon. On the failure of the Tenant to obtain and pay
for such insurance, the Landlord may, but shall not be obligated to, procure
the same and pay the premiums thereon, and the cost thereof shall be added to
the monthly rent next due and shall be collectible as additional rent.

40. Prior to installing new or additional air conditioning unit or units in
the premises, the Tenant shall first obtain the written consent of the
Landlord or its Managing Agent. Tenant shall pay for all electrical current
consumed in the operation thereof. In the event such unit or units utilize
circulating water, it shall be equipped with an approved water conserving
device and in connection therewith, Tenant shall install and maintain in good
working order, at its own cost and expense, a water meter which shall meter
all make-up water used in such air conditioning equipment and shall pay for
such water as per meter reading and in addition thereto, sewerage or any other
charge, tax or levy which now or hereafter is imposed by the City of New York
in connection with said use of water. Any charge for electricity or water
consumed as herein provided, shall be deemed to be additional rent and payable
as such.

41. If the Landlord or any successor in interest be an individual, joint
venture, tenancy in common, co-partnership, unincorporated association, or
other unincorporated aggregate of individuals (all of which are referred to
below, individually and collectively, as an "unincorporated Landlord"), then,
anything elsewhere to the contrary notwithstanding, Tenant shall look solely
to the estate and property of such unincorporated Landlord in the land and
building of which the leased premises are a part, for the satisfaction of
Tenant's remedies for the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default or
breach by Landlord with respect to any of the terms, covenants and conditions
of the lease to be observed and/or performed by Landlord, and no other
property or assets of such unincorporated Landlord shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies.

42. The provisions of Article #19 of this lease shall apply to any action or
special proceeding the Landlord may institute should the Tenant fail to vacate
the premises at the expiration of the term of this lease.


<PAGE>



RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated FEBRUARY 12, 1997, Premises ENTIRE 9TH FLOOR - 42-52 WEST 39th STREET
            -----------------           -----------------------------------------

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant

43. (a) For the purpose of this Article, the term "lease year" shall mean the
period of twelve (12) months commencing with the term commencement date and
ending on the following MAY 31ST and each successive period of twelve (12)
months thereafter during the term. The term "base year" as applied to real
estate taxes, shall mean the City tax year July 1, 1997 to June 30, 1998.

         (b) In the event that the real estate taxes payable with respect to
the building and the land on which it is located, during any lease year shall
be greater than the amount of such taxes due and payable during the base year,
whether by reason of an increase in either the tax rate or the assessed
valuation or by reason of the levy, assessment or imposition of any tax on
real estate as such, not now levied, assessed or imposed, or for any other
reason, Tenant shall pay to Landlord, as additional rent for the lease year in
which such increase occurs, an amount equal to 6% of the difference between
the amount of such tax or installment and the corresponding tax or installment
paid during the base year. Such additional rent shall be paid in twelve (12)
equal monthly installments beginning on the first day of the month next
succeeding receipt by the Tenant of a bill therefor. The amount of such taxes
actually paid by Landlord during the base year shall determine the amount of
additional rent payable under this paragraph (b) until, as the result of a
final determination in legal proceedings or otherwise, the amount of such
taxes shall be reduced. In the event of such a final determination, the
reduced amount of such taxes shall thereafter determine the amount of
additional rent payable by Tenant pursuant to this paragraph (b), the
additional rent theretofore payable hereunder shall be recomputed on the basis
of such reduction, unless the taxes for any subsequent year exceeds the
original tax prior to reduction, in which event the base tax shall be the
original tax and Tenant shall pay to the Landlord such additional rent in
twelve (12) equal monthly installments after being billed therefor, any
deficiency between the amount of such additional rent as theretofore computed
and the amount thereof due as the result of such recomputation. The bill for
additional rent under this paragraph (b) shall be accompanied by copies of the
tax bills referred to herein. If Landlord shall be the lessee under an
underlying lease, the term "real estate taxes" as used in this paragraph (b)
shall be deemed to mean and include the amounts payable as additional rental
under said underlying lease based on the taxes payable with respect to said
building and land.

         (c) If the amount of additional rent payable by Tenant pursuant to
the foregoing paragraph (b) shall be affected by any application filed by or
on behalf of Landlord for a reduction in the assessed valuation of the said
building and land or by any proceedings instituted by or on behalf of Landlord
in a court of competent jurisdiction for judicial review of said assessed
valuation, and if, after Tenant shall have made a payment of additional rent
under said paragraph (b) Landlord shall receive a refund of any portion of the
real estate taxes on which such payment shall have been based as the result of
any such application or proceeding, Landlord shall pay to Tenant 6% of the
refund less any amount owing by Tenant for expenses in connection therewith as
provided in the preceding sentence. Nothing in this paragraph (c) contained
shall be deemed or construed to require Landlord to pay to Tenant any portion
of a refund of taxes paid by Landlord during the base year.


<PAGE>


RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated FEBRUARY 12, 1997, Premises ENTIRE 9TH FLOOR - 42-52 WEST 39th STREET
            -----------------           -----------------------------------------            

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant

44.      For the purpose of this Article, the following definitions shall apply:

         The term "Base Year" shall mean the twelve full calendar months of
1997.

         The term "Price Index" shall mean the "Revised Consumer Price Index
for Urban Wage Earners and Clerical Worker" as published by the Bureau of
Labor Statistics of the U.S. Department of Labor of New York, N.Y. -
Northeastern, N.J.

         The term "Average Price Index" shall mean the average of the twelve
monthly Price Indices for any yearly period used in this Article's
calculations.

         (a) Adjustment. On each anniversary date of the term of this lease,
there shall be an adjustment of the base rent. Each such adjustment shall be
based on the percentage difference between the Average Price Index for the
preceding twelve month period and the Base Year.

         (b) Calculation of Adjustment. In the event the Average Price Index
for the twelve month period preceding each anniversary reflects an increase
over the Base Year Average Price Index, the base annual rental for such
twelve-month period reserved in this lease shall be multiplied by the
percentage difference between the Average Price Index for such preceding
twelve-month period and the Average Price Index for the Base Year. The
resulting amount shall be deemed additional rent for such preceding
twelve-month period and shall be paid by Tenant to Landlord within fifteen
days after submission by Landlord of a statement showing the amount due for
the period covered by such statement.

         (c) If the compilation of such Price Index shall be revised or
discontinued, there shall be substituted therefor a revised index modified by
such adjustments as shall be required to produce substantially equivalent
results.

         In no event shall the adjusted annual rental of this lease be at any
time less than the base rent as adjusted for the previous year.

         Nothing in this Article shall affect the Tenant's obligation for the
payment of additional rent for its share of increases in real estate taxes
payable by the Tenant in accordance with Article #43 of this lease.

         Notwithstanding anything herein contained, any increase in rent
pursuant to this Article shall not exceed 3% of the previous year's base rent
as adjusted for the period June 1, 1998 through May 31, 2003; and 4% for the
period June 1, 2003 through May 31, 2008.


<PAGE>



RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated FEBRUARY 12, 1997, Premises ENTIRE 9TH FLOOR - 42-52 WEST 39th STREET
            -----------------           -----------------------------------------

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant

45. If Tenant holds over in possession after the expiration or sooner
termination of the original term or of any extended term of this lease, such
holding over shall not be deemed to extend the term or renew the lease, but
such holding over thereafter shall continue upon the covenants and conditions
herein set forth except that the charge for use and occupancy of such holding
over for each calendar month or part thereof (even if such part shall be a
small fraction of a calendar month) shall be the sum of:

         (a) 1/12 of the highest base annual rental rate set forth on page one
of this lease times 1.5, plus

         (b) 1/12 of all other items of annual additional rental, which annual
additional rental would have been payable pursuant to this lease had this
lease not expired, plus

         (c) those other items of additional rent (not annual additional rent)
which would have been payable monthly pursuant to this lease, had this lease
not expired,

which total sum Tenant agrees to pay to Landlord promptly upon demand, in
full, without setoff or deduction. Neither the billing nor the collection of
use and occupancy in the above amount shall be deemed a waiver of any right of
Landlord to collect damages for Tenant's failure to vacate the demised
premises after the expiration or sooner termination of this lease.

         The aforesaid provisions of this Article shall survive the expiration
or sooner termination of this lease.

46. Tenant's obligation to pay additional rent under this lease for the final
lease year shall survive the expiration of the term of this lease, and any
additional rent due for any partial lease year shall be prorated.

47. If Tenant is late in making any payment due to Landlord from Tenant under
this lease for ten (10) or more days, Tenant shall pay Landlord a late charge
of $.05 for each $1.00 which remains unpaid after such period to compensate
Landlord for additional expense in processing such late payment. In addition,
if Tenant is late in making any payment due to Landlord under this lease for
ten (10) or more days, then interest shall become due and owing on such
payment and shall be paid by Tenant to Landlord from the date when it was due
until the date payment is made, computed at a rate equal to the lesser of
eighteen (18%) per cent per annum or the highest rate permitted by law.

48. All charges which are the obligation of the Tenant shall be
additional rent and collectible as such.

49. The Landlord agrees to accept checks in payment of any obligations of the
Tenant under this lease provided, however, they are drawn on a bank, which has
an office or branch in the City of New York. In the event any check tendered
in payment of rent or additional rent is dishonored for any reason whatsoever,
its substitute shall be a certified or bank check and all future checks
tendered to the Landlord shall be certified or bank checks.

50. The security as set forth in Article #31 hereof shall be deposited in
Citibank, N.A. located at 411 Fifth Avenue, New York, NY 10016, in an
interest-bearing account and the interest earned thereon shall accrue to
Tenant less 1% to be retained by the Landlord as an administrative charge.


<PAGE>



RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated FEBRUARY 12, 1997, Premises ENTIRE 9TH FLOOR - 42-52 WEST 39th STREET
            -----------------           -----------------------------------------


         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant


51. Every notice, invoice, or demand given by the Landlord to the Tenant for
any item of additional rent under this lease shall be conclusive and binding
upon the Tenant unless within 30 days after the giving of such notice, invoice
or demand the Tenant shall notify the Landlord in writing as required by the
pertinent provisions of this lease that the Tenant disputes the correctness of
the notice, invoice or demand, specifying the particular item claimed to be
incorrect. In the event the dispute shall not thereafter be settled by
agreement between the parties within 30 days thereafter the Landlord shall
within the next 90 days institute a summary proceeding or an action to
determine the issue. During the pendency of such action or proceeding the
Tenant shall pay all of the items on such notice, invoice or demand including
the disputed items without prejudice to Tenant's position on such disputed
items and in the event there is a final determination in Tenant's favor the
Landlord shall forthwith refund to the Tenant the amount overpaid.

         52. The Owners of the building of which the demised premises form a
part are the following:

Stacey A. Borow
Joyce Greene
Allison Rossett
Andrew D. Ortofrio, as Custodian
Robert M. Hausman
Orin Rossett
Jay Elson
Helen Sue Zeidman
Estate of Beatrice Seaver
Estate of Jane Eurengy
Ms. Kathy C. Koch
1954 Associates Limited
Leo Hanan
Estate of Jacob Kurtz
Pauline Shacter, Trustee
Muriel Farber
Lenore Felix
Lawrence I. Sanders, as Trustee
Beverly A. Fox
Selma Lederman, Trustee
Barbara Wilk
Fay Friedman
Estate of William Morris
Steven Zahn
Barry L. Friedman
Ray Morse
Leslie Akst
Paul J. Friedman
Arthur Nelkin
Gary Brandt
Barry Levy
Mark S. Nelkin
James Brandt
Susan Haft
Sandra Zahn-Oreck
John Brandt
Elise Goodheart
Estate of Hannah S. Picard
Robert Brandt
Muriel Goodheart
Harriet Radwell
Scott Zahn Kaufman and
Thomas Zahn Kaufman, Petitioners


53. It is understood and agreed that upon the execution and delivery of this
lease, the Tenant shall have immediate possession of the demised premises,
free of base rent through MAY 31, 1998, otherwise subject to the terms and
conditions hereof, and with the express understanding that the Tenant shall
pay all items of additional rent and other charges reserved under this lease
commencing with the date the Tenant receives an executed copy of this lease,
provided however, that in the event Tenant defaults in fulfilling any of the
monetary terms of this lease at any time during the term or defaults in the
payment of rent or additional rent after the free rent period, the rent for
the entire free rent period shall immediately become due and payable. Any
defaults shall be subject to applicable cure periods.

54. Upon the execution of this lease the Tenant shall furnish to the Landlord
a list of all of its officers and their respective residence addresses. If
during the term of this lease there is any change in the officers or
addresses, the Landlord shall be notified of the same within five (5) days
thereafter. This is a substantial obligation of this lease.

55. Tenant represents that it dealt with no broker except JAMES BUSLIK
&ASSOCIATES, INC. Tenant agrees to hold Landlord and ADAMS & CO. REAL ESTATE,
INC. harmless from and against any and all claims or demands for brokerage
commissions arising out of or in connection with the execution of this lease
or any conversations or negotiations thereto with any broker other than the
above named broker. Landlord shall be obligated to pay the commission to the
above named broker.


<PAGE>



RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated FEBRUARY 12, 1997, Premises ENTIRE 9TH FLOOR - 42-52 WEST 39th STREET
            -----------------           -----------------------------------------

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant


56. (A) Subject to the provisions of paragraph (F) of this Article, the
provisions of Article #11 of this lease are amended to the extent that,
Landlord agrees that it will not withhold its consent unreasonably to a
subletting of the all or a portion of the demised premises or an assignment of
this lease provided that (a) as to a sublease, Tenant delivers to Landlord a
copy of the proposed sublease in form to be executed, together with reasonably
detailed statements of the proposed subtenant's business and financial
references; (b) as to an assignment, Tenant delivers to Landlord reasonably
detailed statements of the proposed assignee's business and financial
references; (c) the purpose for which the proposed subtenant or assignee to
use the demised premises are uses expressly permitted by and not expressly
prohibited by this lease; (d) the date when the proposed sublease or
assignment is to become effective is at least 30 days after the submission to
Landlord of the aforesaid documentation; (e) Tenant shall not be in default in
the performance of any of its obligations under this lease; (f) the proposed
subtenant or assignee is not then a tenant of any space in the building of
which the demised premises form a part; (g) no advertisement with respect to
the demised premises shall quote a rental below that of the demised premises
or comparable space in the building; (h) any request for consent to such
subletting or assignment shall be made by notice pursuant to the provisions of
Article #27 of this lease.

         (B) Any such subletting or assignment shall not release the Tenant
herein from any liability or responsibility under the terms, covenants or
conditions of the within lease.

         (C) It is expressly agreed that in the event of an assignment, the
Assignee shall assume all the obligations of the lease jointly with the Tenant
herein, and the Tenant shall deliver to the Landlord a duplicate-original of
such assignment and the assumption by the Assignee, duly executed and
acknowledged by the Tenant and such Assignee as soon as same has been
executed.

         (D) No further or additional subletting of the demised premises or
assignment of this lease shall be made, except with the prior written approval
of the Landlord pursuant to this Article.

         (E) It is further understood and agreed that the Tenant shall
designate Adams & Co. Real Estate, Inc. as Tenant's exclusive Agent to effect
any sublet, assignment or release, and Tenant shall pay to Adams & Co. Real
Estate, Inc. upon the execution of such subleasing, assignment or release, a
commission computed in accordance with the rates and rules established by
Adams & Co. Real Estate, Inc. Such exclusive shall be limited to ninety (90)
days only, after Tenant submits a request, however, if Tenant obtains its own
subtenant or assignee, no commission shall be due, owing or payable to Adams &
Co. Real Estate, Inc.

         (F) Notwithstanding the provisions of this Article, in the event
Tenant requests Landlord's consent to a subletting of the entire demised
premises or an assignment of this lease, Landlord shall have the right to
cancel and terminate this lease as of the effective date set for such proposed
subletting or assignment by giving Tenant notice to that effect within 30 days
from the receipt of such request and thereupon, on such effective date, this
lease shall terminate and come to an end as though that were the date
originally set forth for the termination of this lease. Tenant agrees to
vacate and surrender possession of the premises to the Landlord on or before
said date, leaving same broom clean, in good order and condition. Thereupon,
both parties will be released and relieved from further liability under the
within lease, except that Tenant's obligations to perform all of the terms,
obligations and covenants, including the obligation to pay rent and additional
rent, up to and including the date of termination, shall survive such
termination. Landlord further agrees that if Landlord does cancel and
terminate this lease as per this Article, it shall not lease the premises to
the Tenants proposed Subtenant.


<PAGE>



RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated February 12, 1997, Premises ENTIRE 9TH FLOOR - 42-52 WEST 39TH STREET
            -----------------           ----------------------------------------- 

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant

56. (continued)

         (G) If, in the event of a subletting allowed by the Landlord, the
rental for the sublet space is above $9.00 plus all additional rent due to
Landlord per square foot of rentable space for any period not beyond April 30,
2003 and above $10.00 plus all additional rent due to Landlord per square foot
of rental space for any period during the balance of the term of the lease,
that portion of the sublet rent and additional rent above $9.00 plus all
additional rent due to Landlord or $10.00 plus all additional rent due to
Landlord shall be divided equally between the Landlord and Tenant herein and
the Landlord's share shall be deemed additional rent under this lease and
payable within ten (10) days after receipt thereof by the Tenant to the
Landlord.

57. It is understood and agreed that portions of the demised premises may be
used and occupied by corporations, companies or firms affiliated with the
Tenant, to be used for the purposes for which the premises have been leased as
set forth in Article #2 hereof. This shall not, however, relieve the Tenant
herein from any liability or responsibility under the within lease.

58. It is understood and agreed that in the event at any time during the term
of this lease, the Eighth (8th) Floor and the Tenth (10th) Floor in the
building of which the demised premises are a part become available for rent,
the Tenant herein shall have first option or privilege of leasing said space
for a term and at any annual rental to be mutually agreed upon between the
parties hereto. This provision, however, does not preclude the Landlord from
renewing the lease with the existing Tenant of the premises.

         The Landlord agrees to notify the Tenant by registered or certified
mail, return receipt requested, whenever such space is available for rent and
the Tenant agrees to advise the Landlord by registered or certified mail,
return receipt requested, within a period of ten (10) days from the receipt of
such notice, that it will accept or reject the privilege of renting said
space. In the event the Tenant accepts same, it agrees to execute a lease
within a period of five (5) days after said lease has been submitted to the
Tenant for signature. The term of said lease shall commence on the first day
of the month succeeding receipt of such notice from the Landlord and shall
expire on the same date as this lease. In the event the Tenant fails to notify
the Landlord of its intention to lease said spaces or fails to execute a lease
as herein provided, the Landlord shall be released from any further obligation
to the Tenant herein with respect to such space offered and the Landlord shall
be free to rent the space to any other prospective tenant.

59. Subject to all of the terms and conditions of Article #3 of the within
lease, permission is hereby granted to the Tenant to make, at its own cost and
expense, all alterations, improvements and installations in the demised
premises.

         Prior to the commencement of any and all work and installations,
Tenant shall submit to the Landlord or its Managing Agent, for its approval in
writing, plans and specifications for all work and installations, which
approval Landlord agrees shall not be unreasonably withheld or delayed. All
work shall be in strict conformity with all rules, regulations and ordinances
of any governmental authority or bureau having jurisdiction thereof, including
the New York Board of Fire Underwriters or any other similar body, and the
Tenant agrees to procure any permits needed in connection with such work prior
to the commencement thereof. In the event the Tenant is required to do any
work in connection with the building sprinkler system, water and/or electrical
risers or any other building riser or facility, the Tenant agrees that all
work in connection therewith shall be done by plumbing, electrical, sprinkler
and/or other contractors approved by the Landlord at the Tenant's sole cost
competitive in price with similar contractors. Tenant further agrees that it
shall require its contractors and/or sub-contractors to furnish the Landlord
with Certificates of Insurance for Workers' Compensation, Public Liability and
Property Damage, as provided for in Article #3 of this lease and otherwise
comply with the terms and conditions of this lease and particularly Article #3
thereof.



<PAGE>


RIDER AGREEMENT:

To be attached to and form a part of:

LEASE dated February 12, 1997 Premises ENTIRE 9TH FLOOR - 42-52 WEST 39TH STREET
            -----------------          -----------------------------------------

         Between JOHN R. PERLMAN et al as Landlord

         and PIVOT RULES, INC. as Tenant

60. Landlord represents that there is no asbestos in the demised premises.

61. Wherever in this lease the consent or approval of the Landlord is required
or necessary, the same will not be unreasonably withheld or delayed.

62. The Landlord represents that the premises may be used for the purposes for
which they have been leased as set forth in Article #2 of this lease.

63. The Landlord agrees to provide, at no additional cost to the Tenant, no
more than four (4) names in the main lobby directory board of the building.

64. The Landlord shall maintain the air conditioning units now in the demised
premises in good working order during the first year of the lease.

ADDENDUM to ARTICLE #4:

         Landlord agrees to deliver premises vermin-free.

ADDENDUM to ARTICLE #7:

         Landlord shall use its reasonable efforts to obtain a non-disturbance
agreement from the current or future mortgagees.

ADDENDUM to ARTICLE # 13:

         Except in the event of an emergency or where such entry is required
by law, Landlord's right of entry shall be exercised following reasonable
advance notice to Tenant. Landlord agrees that, while exercising such right of
entry or making such repairs, replacements and improvements, it shall use
reasonable efforts to avoid interfering with Tenant's business or disrupting
the same.

ADDENDUM to ARTICLE # 28:

         Landlord agrees that there shall be no extra charge for water
consumed as a result of the installation by Tenant of a small kitchenette.

ADDENDUM to ARTICLE # 36:

         The maintenance of all window glass shall be the responsibility of
the Tenant and shall be kept in good repair at its sole cost and expense.

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