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                LICENSE AGREEMENT FOR TELECOMMUNICATIONS SERVICES

            THIS LICENSE AGREEMENT FOR TELECOMMUNICATIONS SERVICES (this
"Agreement"), made as of the __ day of August, 1997, is by and between TISHMAN
SPEYER TRAMMELL CROW LIMITED PARTNERSHIP, a New York limited partnership
("Licensor"), and FIBERNET EQUAL ACCESS, LLC, a New York limited liability
company ("Licensee").

                                    RECITALS

            Licensee has requested that Licensor grant to Licensee a license to
construct, operate and maintain a telecommunications distribution system in the
Building (as hereinafter defined) (i) to make available to one or more Tenants
(as hereinafter defined) connections to Carriers (as hereinafter defined) of
each such Tenant's choice, (ii) to provide to Tenants interconnections of their
telecommunications equipment and (iii) to install and maintain related equipment
in certain premises (the "Basement Space") not to exceed 1,000 square feet in a
location reasonably acceptable to Licensor and Licensee on the basement level of
that certain office building (the "Building") owned by Licensor and commonly
known as and located at 1301 Avenue of the Americas, New York, New York.
Licensor has agreed to grant such license to Licensee, subject to the terms and
conditions contained herein.

            NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

            1. Definitions. As used herein, the following terms shall have the
following meanings:

            "Base CPI" means the CPI for the month in which the Effective Date
occurs.

            "Basement Rent" means an amount, per annum, equal to $15.00 per
square foot of Basement Space used in connection with the Facilities, for the
period commencing on the Effective Date and ending on the first (1st)
anniversary of the Effective Date. For every year (or partial year) thereafter
during the Term, Basement Rent shall mean the previous year's Basement Rent;
provided that, if for any Increase Year the Comparative CPI immediately
preceding such Increase Year shall exceed the Base CPI, in the case of the first
(1st) Increase Year or the Comparative CPI of the next preceding Increase Year
in each subsequent Increase Year, the Basement Rent as then in effect shall be
increased by an amount equal to the product of (a) such excess and (b) the
Basement Rental for such Increase Year.

            "Carriers" means the local and/or inter exchange carriers,
competitive access carriers, cellular carriers, personal communication network
carriers, wireless carriers and
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NYNEX (or its successor as the New York regional Bell operating company) now or
hereafter providing the Services to Tenants in the Building.

            "Comparative CPI" means the CPI for the month preceding the month in
which each Increase Year commences.

            "Consolidated" refers to the consolidation of accounts in accordance
with generally accepted accounting principles ("GAAP").

            "CPI" means, for the month involved, the consumer price index for
all urban consumers as issued and published by the U.S. Bureau of Labor
Statistics or if no longer so issued or published, such other reasonably
comparable index or statistical information selected by Licensor as may be
published by a reliable, recognized and non-partisan organization.

            "EBITDA" means, for any period, Consolidated net income (or net
loss) plus, to the extent deducted therefrom: (a) interest expense, (b) income
tax expense, (c) depreciation expense and (d) amortization expense, in each case
of Licensee and its subsidiaries, determined in accordance with GAAP for such
period.

            "Facilities" means the telecommunications risers, conduits,
redundant fiber optic and dedicated copper cable, digital electronic
transmission devices, switches and associated equipment installed or constructed
in or at the Building by or on behalf of Licensee.

            "Force Majeure" means any and all causes beyond the reasonable
control of Licensor or Licensee, as the case may be, including delays caused by
the other party hereto, legal requirements and other forms of governmental
restrictions, regulations, guidelines or controls, whether voluntary or
mandatory, relating to Licensor or the Building (including energy and water or
other utility or service conservation measures), labor disputes, accidents,
mechanical breakdowns, shortages or inability to obtain labor, fuel, steam,
water, electricity or materials through ordinary sources, acts of God, war,
sabotage, embargo, enemy action, civil commotion, fire or other casualty, but
shall not include lack of funds or financial inability to perform.

            "Governmental Authority" means any national, state, municipal or
local government or other political subdivision thereof, and any body, agency,
ministry, board, taxing or other authority, court or tribunal of the foregoing
and any corporation or other entity owned or controlled (through stock or
capital ownership or otherwise) by any of the foregoing.
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            "Increase Year" means the twelve (12) month period beginning on the
first (1st) day of the month in which the first (1st) anniversary of the
Effective Date occurs and each consecutive twelve (12) month period thereafter
during which any portion of the Term occurs.

            "Services" means the telecommunications services provided by
Licensee to Tenants and Carriers, including, but not limited to, various types
of voice, video and data communications devices, switching equipment and
information management systems.

            "Tenant" means a tenant (or any permitted assignee, licensee or
subtenant of such tenant) in the Building, as acknowledged from time to time by
Licensor to Licensee at Licensee's request.

            2. Grant of License. Licensor grants to Licensee, in consideration
of the Fees (as hereinafter defined), a license (the "License") for the sole use
and purpose of designing, installing, maintaining, operating, repairing and
replacing, at the sole expense of Licensee, the Facilities in the Building and
to resell and/or lease capacity from the system to Tenants and Carriers;
provided, however, that Licensor's grant to Licensee of the License hereunder
shall not be effective until such time as Licensee shall have provided evidence
satisfactory to Licensor in Licensor's sole discretion that Licensee has
arranged adequate financing for the construction and maintenance of the
Facilities and provision of the Services ("Adequate Financing"). Licensor's
grant to Licensee of the License hereunder shall be effective on the date (the
"Effective Date") upon which Licensee receives notice from Licensor that
Licensor has determined that Licensee has arranged Adequate Financing. Licensee
shall use the Facilities to provide the Services to Tenants and to Carriers.
The License may only be exercised for the purposes specified herein, and any
attempt to exercise the License for any other purpose, without the prior written
approval of Licensor, shall render the License immediately void. Notwithstanding
the foregoing, Licensor shall have the right to grant, renew or extend licenses
to a Carrier whenever a Tenant shall request direct service from, or access to,
any such Carrier; provided, however, that such Carrier shall not be permitted to
lease or resell excess capacity to other Tenants unless requested to do so by
such other Tenants. Licensor further agrees that no other Carrier or entity
shall be granted a license in the Building for the purposes contemplated by this
Agreement.

            3. Provision of Space; Construction. Subject to the rights of
Tenants, Licensor shall provide (i) non-exclusive space in the conduits, risers
and shafts located in the common areas of the Building as designated by Licensor
and (ii) use of the Basement Space, for Licensee to install, construct,
operate, repair, maintain and replace the Facilities as designated by Licensor.
Licensee shall deliver plans and specifications relating to the installation and
construction of the Facilities in accordance with the terms, provisions and time
frames set forth in Exhibit A attached hereto. Licensee shall cause all of the
Facilities to be installed and constructed in accordance with Exhibit A. Subject
to the rights of
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Tenants, Force Majeure and other circumstances beyond Licensor's reasonable
control, Licensor shall use its reasonable efforts to provide Licensee access to
the Building, including the Facilities, twenty-four hours a day, so that
Licensee may perform maintenance and repair functions.

            4. Payment of Rent. Licensee shall pay to Licensor without notice or
demand, and without any set-off, counterclaim, abatement or deduction
whatsoever, in lawful money of the United States by wire transfer of funds to
Licensor's account, as designated by Licensor, or by check drawn upon a bank
approved by Licensor, Basement Rent in equal monthly installments, in advance,
on the first (1st) day of each calendar month during the Term, commencing on the
Effective Date.

            5. Repair by Licensee. Licensee shall not permit the Facilities to
be removed or demolished except in accordance with this Agreement. Licensee
shall maintain the Facilities in good repair, working order and condition,
subject to reasonable wear and tear. Licensee shall promptly restore, replace or
rebuild the Facilities or any part thereof at any time damaged or destroyed by
any casualty (whether or not insured against or insurable) in accordance with
Section 6.

            6. Alterations. Licensee shall not make or allow to be made any
alterations or additions to the Facilities ("Alterations") without first
obtaining the consent of Licensor. Licensor's consent will not be unreasonably
withheld with respect to any proposed Non-Structural Alteration. An Alteration
shall be deemed to be "Nonstructural" if such Alteration would not, in
Licensor's sole judgment, affect the structural, mechanical, electrical,
plumbing, fire protection, life safety or other systems of the Building. All
Alterations shall be subject to the guidelines and requirements set forth on
Exhibit A.

            7. Liens. Subject to Section 13(a)(ii), Licensee shall own the
Facilities free and clear of any liens, charges, security interests or
encumbrances whatsoever. Should any mechanic's or other lien be filed against
any portion of the Building or the land on which it is located by reason of
Licensee's acts or omissions or because of a claim against Licensee, Licensee
shall cause the same to be cancelled or discharged of record by bond or
otherwise within ten (10) days after notice from Licensor. If Licensee shall
fail to cancel or discharge any such lien within said 10 day period, Licensor
may cancel or discharge the same and upon Licensor's demand, Licensee shall
reimburse Licensor for all costs incurred in cancelling or discharging such
liens. Notwithstanding the foregoing, Licensee, at its expense, after notice to
Licensor, may contest, by appropriate proceedings prosecuted diligently and in
good faith, the validity of such lien; provided that Licensee maintains proper
reserves in connection therewith and such proceedings could not subject Licensor
to any civil or criminal penalty or liability or involve any risk of sale,
forfeiture or loss of the Building or any property of Licensor or tenants of the
building or constitute a default under any loan documents or other agreements
affecting the Building.
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            8. Services. (a) Throughout the Term, Licensee shall offer the
Services to all Tenants. Licensee shall maintain the Facilities so that the
Services and the Facilities (i) shall be the most competitive, up-to-date and
technically advanced services and facilities available to tenants in the New
York metropolitan area and shall be sufficient to satisfy the technical
requirements established from time to time by any Carrier and (ii) shall have
the capacity to fulfill the additional needs of Tenants from time to time.
Licensee agrees to adopt new technologies to improve the Services and the
Facilities if requested by Licensor if the same are being utilized in comparable
office buildings in the New York metropolitan area.

            (b) Licensee shall operate the Facilities and render the Services in
a manner that will not disrupt, affect or interfere with any other provider of
services in the Building (including any public utility or Carrier) or any
Tenant's use, occupancy and enjoyment of its premises or the common areas of the
Building.

            (c) The fees charged by Licensee for the Services shall be
comparable to those charged by other providers of similar services or facilities
in the New York metropolitan area.

            (d) The Services shall be available at all times to Tenants and
Carriers who subscribe thereto, subject to the terms of any direct agreements
between Licensee and any such Tenant or Carrier.

            (e) Licensee shall not offer any services other than the Services,
or install any equipment other than the Facilities, or discontinue to offer the
Services and the Facilities, without the consent of Licensor.

            (f) Licensee shall include, as a standard term in each contract
which it proposes to execute with a Tenant or a Carrier, a clause stating that
(i) in the case of Tenants, any cessation or interruption of the Services or any
breach of such contract by Licensee shall not constitute a default or
constructive eviction by Licensor under the lease between such Tenant and
Licensor and (ii) such Tenant or Carrier shall hold harmless Licensor, its
agents, employees and related persons from any claims such Tenant may have
against Licensee pursuant to such contract.

            (g) Within thirty (30) days after the date of this Agreement,
Licensee shall submit to Licensor for its approval copies of contracts which
Licensee proposes to execute with any Carrier or Tenant. Licensee shall utilize
any such contracts with Carriers or Tenants which have been approved by Licensor
and shall not materially alter or modify such contracts without Licensor's
approval.
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            (h) Licensee shall maintain an emergency repair service at all times
in connection with the provision of the Services. Licensee shall respond
immediately to any interruption in the Services and take all actions reasonably
necessary to restore the Services immediately.

            (i) Licensee shall provide the Services to Tenants and Carriers
only.

            (j) Upon execution of this Agreement, Licensee may, subject to the
approval of Licensor, such approval not to be unreasonably withheld, conduct a
survey of Tenants to determine customer demand for telecommunication services.

            9. Right to Perform Licensee's Covenants. If Licensee shall fail to
perform any of its obligations under this Agreement, Licensor may but shall not
be obligated to, subject to the terms of any Tripartite Agreement (as
hereinafter defined) then in effect, perform the same at the expense of Licensee
(a) immediately and without notice in the case of emergency or in case such
failure unreasonably interferes with the use of the Services or any other
service provided to Tenants or constitutes a default by Landlord under any lease
or other agreement with a Tenant and (b) in any other case if such failure
continues after two (2) days from the date of the giving by Licensor to Licensee
of notice of Licensor's intention so to perform the same or, in the case of a
failure which for causes beyond Licensee's reasonable control cannot with due
diligence be cured within such 2 day period, such 2 day period shall be deemed
extended if Licensee (i) shall immediately upon the receipt of such notice,
advise Licensor of Licensee's intention to institute all steps necessary to cure
such failure and (ii) shall institute and thereafter with reasonable diligence
prosecute to completion all steps necessary to cure the same. Licensee shall pay
to Licensor all sums expended by Licensor in connection with such cure promptly
after demand by Licensor therefore. All sums not paid within five (5) days after
the date when due under this Agreement shall earn interest at a rate per annum
equal to the lesser of (a) two percentage points (2%) above the rate announced
from time to time by Citibank, N.A. as its "base rate" to be in effect in its
principal office in New York, New York or (b) the maximum rate permitted by
applicable law from the date when due until paid.

            10. Term. (a) The License shall be for a term (the "Term")
commencing on the Effective Date and ending on the tenth (10th) anniversary of
the Effective Date (unless sooner terminated pursuant to the terms hereof). At
any time within ninety (90) days after a transfer, directly or indirectly, of
not less than a majority interest in the ownership of the Building, then in any
such event, Licensor, upon sixty (60) days written notice to Licensee, may
revoke the License and upon expiration of such 60 day period, the License shall
be of no further force and effect; provided, however, that Licensor shall pay to
Licensee an amount equal to the sum of (i) the total amount of (A) cash funded
as capital contributions by Licensee to fund the installation of the Facilities
and (B) indebtedness the proceeds of which were used to fund the installation of
the Facilities, to the extent the amounts in (A) and (B)
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                                        7


remain unamortized as of the date of such transfer calculated using the schedule
of amortization set forth on Exhibit B and (ii) payment of the market value of
Licensee's operation of the Facilities which value shall be calculated based on
an EBITDA valuation method for a period equal to ten (10) years less the then
expired portion of the Term, using a discount rate of fourteen percent (14%).
Promptly after completion of installation of the Facilities, Licensee shall
calculate and provide evidence of the calculation of item (i) above to Licensor.
Licensor shall have the right to challenge and audit such calculations. The cost
of such audit shall be reimbursed to Licensor by Licensee should a discrepancy
of more than five percent (5%) be discovered as a result of such audit.

            (b) If, within 180 days after the expiration of the term hereof,
Licensor shall intend to enter into a license arrangement similar hereto for the
provision of telecommunication services in such manner and by such medium as
shall then be appropriate. Licensor shall notify Licensee of its intentions in
such regard and Licensee shall be entitled to submit whatever proposals it
chooses for the provision of such services, it being understood and agreed that
Licensee shall have no right to renew this Agreement and Licensor shall be under
no obligation to accept any proposals so submitted by Licensee.

            11. Taxes, Fees and Permits. Licensee shall pay all federal, state
and local taxes applicable to the License, the Facilities, the Licensor Work,
the Licensee Work and the Alterations. Further, Licensee shall procure, maintain
and pay for all fees, permits and governmental agency licenses necessary in
connection with the installation, maintenance and operation of the Facilities
and the provision of the Services. Licensee shall provide Licensor with copies
of all such permits and licenses.

            12. License Fees. In consideration of the rights and privileges
granted to Licensee under this Agreement, and in addition to the payment of
Basement Rent, Licensee agrees to pay to Licensor license fees (the "License
Fees") equal to fourteen percent (14%) of the gross revenues received by
Licensee from the Carriers, Tenants or any other parties in connection with the
use of the Facilities or the provision of the Services ("Gross Revenues") per
annum. Gross Revenues shall not include bad debts or refundable deposits. Within
fifteen (15) days after the end of each calendar quarter during the Term,
Licensee shall deliver to Licensor a statement of Gross Revenues for the
previous quarter, certified by an officer of Licensee. At the request of
Licensor, Licensee shall make available such additional information and records
to allow Licensor to review and verify such statements of Gross Revenues.
License Fees shall be payable monthly in arrears on the twentieth (20th) of each
month, calculated on billings for the previous month. Payment of the License Fee
shall be accompanied by a detailed list of customers billed and services
provided for the relevant period.

            In the event that the tax status of Licensor (or any constituent
thereof) shall at any time cause it to be preferable to Licensor to receive
License Fees calculated on a "gross"
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                                      8


rather than a "net" basis, Licensee agrees to cooperate with Licensor in
negotiating an amendment or modification of this Agreement to reflect
recomputation and recharacterization of the License Fees and shall at the
request of Licensor execute and deliver such documents reasonably required to
effect such amendment or modification. Any amendment or modification pursuant to
this Section shall be structured so that the economic results to Licensor and
Licensee shall be substantially similar to those set forth herein without
regard to such amendment or modification.

            13. Assignment or Sublicense. (a) Licensee shall not assign this
Agreement or grant a sublicense to any person, firm, entity or corporation for
the operation of the Facilities without the prior written consent of Licensor;
provided, however, that Licensor will not unreasonably withhold its consent to
an assignment of this License to an (i) entity wholly owned by Licensee, or (ii)
entity which (A) succeeds to all or substantially all of Licensee's assets
whether by merger, sale or otherwise, (B) has a net worth equal to or greater
than Licensee's net worth on the date hereof or immediately prior to such
assignment, whichever is greater and (C) is controlled by one or more
individuals having not less than ten years experience managing the provision of
telecommunication services in the New York metropolitan area. Without limiting
the foregoing, Licensor shall not unreasonably withhold its consent to a
collateral assignment of this Agreement or the granting of a security interest
in the Facilities to any credit, financing, or lending institution (a "Lender")
from which Licensee obtains Adequate Financing; provided that, in each case, (y)
the interests created by such financing arrangements do not violate the
provisions of any mortgage or ground lease affecting the Building and (z) such
credit, financing or lending institution enters into an agreement (a "Tripartite
Agreement") with Licensor and Licensee providing, inter alia, that such
institution (1) will not take any action to disrupt the provision of services
hereunder by Licensee without the prior written approval of Licensor, (2) will
agree that, upon a default by Licensee under loan agreement between Licensee and
such institution, Licensor may assume the operation of the Facilities either
directly or through such Carrier as Licensor shall identify, and (3) will not
take any action to remove or dispose of any portion of the Facilities without
Licensor's approval.

            (b) No assignment of this Agreement shall in any way relieve or
release Licensee of any of its obligations under this Agreement, including
without limitation, the payment of all amounts due hereunder. Any sublicense
granted by Licensee shall be subject to all of the terms and conditions of this
Agreement.

            (c) Licensor shall have the right to transfer and assign, in whole
or in part, all of its rights and obligations under this Agreement and in such
event and upon such transfer and assignment no further liability or obligation
shall thereafter accrue against Licensor and such transferee or assignee shall
be bound by all of the terms and conditions of this Agreement.
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                                      9


            14. Subordination. This Agreement and the License granted hereunder
is and shall be subject and subordinate to all ground or underlying leases,
mortgages and deeds of trust which now or hereafter affect the Building and/or
any ground or underlying leases thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof and all advances thereunder;
provided, however, that Licensor shall request from any future mortgagee or
ground lessor its agreement that, so long as Licensee is not then in default
under this Agreement, such mortgagee or ground lessor shall not disturb the
possession of Licensee hereunder upon foreclosure of such mortgage or
termination of such ground lease, as applicable. The provisions of this Section
shall be automatic and shall not require any further action on the part of
Licensee. In confirmation of such subordination, Licensee will execute and
deliver upon demand of Licensor any and all reasonable instruments desired by
Licensor subordinating the License to such lease, mortgage or deed of trust.

            15. End of Term. Upon the expiration or any earlier termination of
the Term of this Agreement, Licensee may remove the Facilities from the
Building. Licensor, by notice to Licensee delivered at least 30 days prior to
such expiration, or within 30 days after any such earlier termination, may
require Licensee to remove all or any portion of the Facilities from the
Building, in which event Licensee shall promptly remove from the Building the
Facilities so specified for removal. Licensee shall reimburse Licensor upon
demand for the cost of repairing any damage to the Building occasioned by any
such removal. Any Facilities not removed as aforesaid shall be deemed to have
been abandoned by Licensee.

            16. No Warranties. Licensor makes no representation or warranties
whatsoever with respect to the condition of the Building, or the fairness or
suitability of the Building for the installation, maintenance and operation of
the Facilities; the License herein granted to Licensee is made on an "as is"
basis with all flaws and faults; and Licensee hereby acknowledges that it has
inspected the Building, including the portions thereof subject to the License
herein granted and agrees to accept all of the foregoing in its present
condition. Licensee acknowledges that, except as expressly provided herein,
Licensor is under no obligation to perform any work or provide any materials or
services to Licensee in connection with this Agreement.

            17. Non-Recourse. The liability of Licensor for any of Licensor's
obligations under this Agreement shall be limited to Licensor's interest in the
Building, and Licensee shall not look to any of Licensor's other assets for
enforcement or satisfaction of any such obligation, nor shall Licensee seek
recourse for such enforcement or satisfaction against any direct or indirect
general or limited partner, officer, director, employee or shareholder of
Licensor. No direct or indirect general partner or limited partner, officer,
director, employee or shareholder of Licensor shall be personally liable for the
performance of Licensor's obligations under this Agreement. In no event shall
Licensor or Licensee ever
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be liable for consequential, exemplary or punitive damages in connection with
any breach or default by such party of the terms and provisions of this
Agreement.

            18. Security. Licensee shall provide adequate security and
maintenance personnel in order to ensure the safe operation of the Facilities.
Licensee shall provide to Licensor a personal computer connection for an on-line
network trouble reporting data base to monitor the Facilities.

            19. Compliance with Laws. Licensee, at its sole cost and expense,
will comply with all present and future laws, rules, orders, ordinances,
regulations, statutes, requirements, codes and executive orders, extraordinary
as well as ordinary, of all Governmental Authorities now existing or hereafter
created, and of any applicable fire rating bureau, or other body exercising
similar functions, affecting the Building, or any street, avenue or sidewalk
comprising a part of or any vault in or under the same, or requiring removal of
any encroachment, or affecting the maintenance, use or occupation of the
Building, which are applicable to the facilities and/or the use thereof.
Licensee shall install, maintain and operate all of its equipment used in
connection with the Facilities in conformity with all laws, codes and
regulations of all Government Authorities having jurisdiction over the
installation, use and operation of the Facilities including, without limitation,
the Federal Communications Commission and the New York Public Service
Commission; provided, however, that if compliance with such laws, codes and
regulations would require a change in the size, configuration or location of the
Facilities, such changes shall be subject to Licensor's prior written consent,
which Licensor may not arbitrarily withhold.

            20. Maintenance. Throughout the term of this Agreement, Licensee, at
its sole cost and expense, will maintain and take good care of the Facilities
and other fixtures and appurtenances therein, and make all repairs thereto as
and when needed to preserve them in good working order and condition; provided
that any repairs which in Licensor's sole judgment affect the structural,
mechanical, electrical, plumbing, fire protection or life safety systems of the
Building shall be subject to the provisions of Section 6. Licensee shall repair,
to Licensor's satisfaction and at Licensee's sole cost and expense, all damage
or injury to any part of the Building, or to its fixtures, equipment and
appurtenances, caused by or resulting from the Facilities, the moving of
Licensee's property, or any act or omission of Licensee or Licensee's agents,
employees, invitees or licensees. In the event Licensor performs any such
obligations on Licensee's behalf, all sums paid by Licensor and all costs
incurred by Licensor in performing said obligations shall be paid by Licensee to
Licensor on demand, said demand to be accompanied by invoices marked "paid" or
other evidence of payment.

            21. Electricity. (a) Licensee shall pay Licensor, within fifteen
(15) days of receipt of an invoice therefor, for the cost of electricity or
other sources of energy
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consumed in connection with the Facilities, if any, including any electricity
used by any Carrier in connection with the provision of the Services in the
Building.

            (b) Licensor, at Licensee's expense, may install a submeter or
submeters to monitor separately Licensee's consumption of electric energy in
operating the Facilities or using the Basement Space. Licensor may, in the
alternative, at Licensor's option and at Licensee's expense, from time to time
cause an electrical engineer or utility consultant selected by Licensor to make
a survey of the connected power load of the Facilities to determine the electric
energy consumed thereby. The findings of the engineer or consultant shall be
binding upon the parties.

            22. Indemnity. Licensor shall not be liable to Licensee, or to
Licensee's agents, contractors or employees or to any Carrier or any recipient
of the Services for any loss or damage to person or property caused for any
reason whatsoever (including, without, limitation, by reason of revocation of
the License pursuant to Section 27 or by reason of any theft, misappropriation
or other loss of the Facilities), except if the same shall have resulted solely
from Licensor's gross negligence or wilful misconduct. To the fullest extent
permitted by law, Licensee shall indemnify and hold harmless Licensor,
Licensor's agents, employees and representatives and their respective direct and
indirect partners, officers, directors, shareholders, agents and employees and
the holders of any mortgage or ground lease affecting the Building
(collectively, the "Indemnitees") from and against all claims, damages, losses
and expenses, including, without limitation, attorneys' fees and disbursements,
directly or indirectly arising out of or resulting from this Agreement, the
performance of the Alterations, the Licensor's Work, the Licensee's Work, any
use of the Facilities or provision of the Services, except to the extent any
such claim, damage, loss or expense is caused by Licensor's gross negligence or
willful misconduct. The indemnity under this Section 22 shall not be construed
to negate, waive, or otherwise reduce any other right of indemnity at law or in
equity which would otherwise exist as to the matters described herein. In any
and all claims against the Indemnitees by an employee of Licensee, or anyone
directly or indirectly employed by Licensee or anyone for whose acts Licensee
may be liable hereunder, the indemnification obligation under this Section 22
shall not be limited in any way by any limitation of the amount or type of
damages, compensation or benefits payable by or for the License under the
applicable worker or workmen's compensation acts. The indemnity provisions
contained in this Section 22 shall survive the termination of this Agreement.

            23. Force Majeure. Licensor shall not be liable for any failure to
provide access to the Facilities, to assure the beneficial use of the Facilities
or to furnish any services or utilities required under this Agreement when such
failure is caused by Force Majeure, and Licensee shall not be entitled to any
damages resulting from such failure, nor shall such failure relieve Licensee of
the obligation to pay all sums due hereunder or constitute or be construed as a
constructive or other eviction of Licensee. If Licensor is required or elects to
make alterations to the Building in order to comply with mandatory or voluntary
controls or
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                                      12


guidelines relating to the use or conservation of energy, water or any other
utility or service, neither such compliance nor the making of such alterations
shall in any event entitle Licensee to any damages, relieve Licensee of the
obligation to pay any of the sums due hereunder, or constitute or be construed
as a constructive or other eviction of Licensee.

             24. Insurance. (a) Licensee shall keep the Facilities insured
against fire and such other risks as may be included in the broad form of
extended coverage insurance from time to time available. Any monies received by
Licensee for loss or damage under such insurance shall be applied by Licensee
first to restore, replace or rebuild the Facilities (or any part thereof)
damaged or destroyed by any such insured casualty in accordance with this
Agreement.

             (b) Licensee shall maintain comprehensive general liability
insurance, including, without limitation, premises operations, independent
contractors, completed operations, broad form property damage, personal injury
and blanket contractual liability, with limits of liability for bodily injury
and property damage of not less than Four Million Dollars ($4,000,000.00) per
occurrence. All policies of insurance shall be issued by an insurance company
licensed to do business in the State of New York, which is rated "A" and a
"Financial Size Category" of at least "VIII" or better by Best's Key Rating
Guide. Licensor and, if requested by Licensor, any mortgagee shall be included
as an additional insured under such insurance using a standard I.S.O.
endorsement or its equivalent. The insurance may be carried under blanket
policies, but each must be primary insurance for the Licensor and any such
mortgagee against all claims or losses arising from bodily injury, sickness,
disease or death or to injury or destruction of tangible property including the
loss of use resulting therefrom. Within ten (10) days after the execution of
this Agreement, and at least (10) days prior to the expiration of such
policies, Licensee shall deliver to Licensor duplicate originals of the policies
or renewals thereof, with proof of payment of premiums therefor. The insurance
policy shall be further endorsed to provide that such policy shall not be
materially altered or changed or canceled without at least thirty (30) days'
prior written notice thereof by registered or certified mail to Licensor.

            (c) In the event the Building or the Facilities shall be so damaged
or destroyed that Licensor shall determine to demolish or remodel or
substantially rebuild the Building or so as to make the use of the Facilities
impractical as determined by Licensor's qualified engineer or telecommunications
consultant reasonably acceptable to Licensee and having the technical expertise
necessary to make such a determination, then either party may elect to terminate
this License on not less than twenty (20) days' prior notice to the other party
effective as of a date specified in such notice, and upon the date specified in
such notice the term of the License shall expire as fully and completely as if
such date were the date set forth above for the termination of this License.
<PAGE>   13

                                      13


            (d) If neither party elects to terminate this License pursuant to
the provisions of subparagraph (c) above, Licensor shall exercise reasonable
efforts to repair damage to the Building occasioned by fire or other casualty
excepting a fire that occurs in or is caused by the Facilities, and except
further, however, that Licensor in no event shall be required to repair, replace
or restore any property of Licensee comprising part of the Facilities, all of
which property shall be covered under separate insurance policies carried by
Licensee for Licensee's sole benefit pursuant to subparagraphs (a) and (b)
above.

            (e) Anything in this Agreement to the contrary notwithstanding,
Licensor and Licensee each waive all rights of action, against the other, the
other party's tenants and the respective agents, employees and representative
and the respective direct and indirect partners, officers, directors,
shareholders, agents and employees of all of the foregoing, for any loss or
damage that may occur to the Facilities, the Building or any personal property
of the waiving party by reason of fire, the elements or any other cause which
could be insured against under the terms of standard fire and the then
obtainable extended coverage insurance policies, regardless of cause or origin,
including negligence. Licensee shall advise insurers of the foregoing and such
waiver shall be part of each policy maintained by Licensee that applies to the
Building.

            25. Default. If Licensee shall fail (a) twice in any twelve (12)
month period, to pay any License Fees when due and such failure continues for
more than five (5) days or (b) to perform any of its obligations under this
Agreement, and such failure continues for a period of ten (10) days (unless such
default cannot reasonably be cured within such 10 day period, in which case such
period shall be extended as long as Licensee has commenced the curing of such
default and thereafter prosecutes the curing of same with diligence), Licensor
shall have the option to revoke the License and terminate this Agreement or at
its election, Licensor may then, at Licensee's expense, cure such default on the
part of Licensee by any means available to Licensor, without relieving Licensee
of any of its obligations hereunder.

            26. Relocation. Upon not less than ninety (90) days' prior written
notice, Licensor shall have the right, in the exercise of Licensor's reasonable
discretion, to require Licensee, at Licensor's sole cost and expense, to
duplicate and remove the original Facilities to such other suitable space within
the Building as Licensor shall reasonably designate. Any such duplication and
removal of the original Facilities shall be subject to the terms and conditions
of this Agreement. Upon any such duplication and removal of the original of the
Facilities, the License granted by this Agreement shall be deemed to apply to
such portion of the Building in which the Facilities are then located as
designated by Licensor. Licensor shall only request such duplication and removal
of the original Facilities for good cause (taking into consideration the expense
and inconvenience to Licensee and its customers) and if no other reasonable
alternative exists.
<PAGE>   14

                                      14


            27. Building Rules and Regulations. Licensee shall faithfully
observe and comply with the rules and regulations of the Building now in effect,
a copy of which is attached hereto as Exhibit C and, after notice thereof, all
reasonable modifications thereof and additions thereto from time to time
promulgated in writing by Licensor (collectively, the "Building Rules").
Licensor shall not be responsible to Licensee for the nonperformance by any
other tenant, licensee or occupant of the Building of any of the Building Rules.

            28. No Waiver. No waiver by Licensor of any term, condition, or
requirement of this Agreement shall constitute a waiver of any other term,
condition or requirement hereof, or constitute a waiver of the same term,
condition or requirement in any other instance.

            29. Applicable Law. This Agreement and the License created hereby
shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements entered into and to be performed entirely
within said state.

            30. Notices. All notices, demands, requests and other communications
which are required or permitted herein shall be in writing and shall be sent
either by (a) registered or certified mail, postage prepaid, return receipt
requested, or (b) Federal Express or such other nationally recognized overnight
delivery service (a "Courier"), addressed as set forth below or to such other
address as the party to whom notice is to be given may have furnished to the
other party in writing in accordance herewith. Any such communication shall be
deemed to have been given on the third (3rd) business day after posting or the
first (1st) business day after depositing with such Courier. All notices
delivered to multiple addresses shall be dispatched using the same means of
delivery.

            If to Licensee:

            FiberNet Equal Access, LLC
            1212 43rd Avenue
            Long Island City, New York 11101
            Attention: President

            Copy to:

            Paul Hastings, Janofsky & Walker LLP
            399 Park Avenue
            New York, New York 10022
            Attention: Scott M. Wornow, Esq.
<PAGE>   15

                                     15


            If to Licensor:

            Tishman Speyer Trammell Crow Limited Partnership
            c/o Tishman Speyer Properties, L.P.
            520 Madison Avenue
            New York, New York 10022
            Attention: General Counsel

            Copy to:

            Tishman Speyer Trammell Crow Limited Partnership
            c/o Tishman Speyer Properties, L.P.
            520 Madison Avenue
            New York, New York 10022
            Attention: Region Manager

            31. No Leasehold Interest. This Agreement is not to be construed in
any way to grant to Licensee any leasehold or any other real property interest
in the portions of the Building licensed hereby or in any other portion of the
Building, it being intended that this Agreement merely grant to Licensee a
license to enter upon and use the Facilities during the Term in accordance with
the terms and conditions hereof. Nothing contained herein shall be construed to
grant to Licensee any property or ownership interest in the Building or to
create a partnership or joint venture between Licensor and Licensee.

            32. Attorneys' Fees. Should any action be brought arising out of
this Agreement, including, without limitation, any action for declaratory or
injunctive relief, the prevailing party shall be entitled to reasonable
attorneys' fees and costs and expenses of investigation all as actually incurred
and including, without limitation, attorneys' fees, costs and expenses of
investigation incurred in appellate proceedings or in any action or
participation in, or in connection with, any case or proceeding under Chapters
7, 11 or 13 of the Bankruptcy Code or any successor statutes, and any judgment
or decree rendered in any such actions or proceedings shall include an award
thereof. The reasonableness of attorneys' fees and costs awarded pursuant to
this Section shall be determined by the court and not by the jury.

            33. Brokers. Licensee represents that it has dealt with no broker in
connection with this Agreement and Licensee shall hold harmless Licensor from
and against any and all liability, loss, damage, expense, claim, action, demand,
suit or obligation arising out of or relating to a breach by Licensee of this
representation.

            34. Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to the provision of telecommunications
services to the Building by
<PAGE>   16

                                      16


Licensee and supersedes any other agreements that may exist between the parties
as of the date hereof. This Agreement may not be amended or modified except by a
writing duly executed by the parties hereto. Any past, present or future
promises or representations not contained in this Agreement or in a duly
executed written amendment thereto are and will be null and void and may not now
or in the future be relied upon by any party.

            35. Severability. If any provision of this Agreement shall be held
to be invalid or unenforceable, the remaining provisions of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
<PAGE>   17

                                      17


            IN WITNESS WHEREOF, Licensor and Licensee have executed this
Agreement as of the date first written above.

                          LICENSOR:

                          TISHMAN SPEYER TRAMMELL CROW LIMITED
                          PARTNERSHIP

                          By:   TISHMAN SPEYER PCA PARTNERS, a general partner

                                By:   Tishman Speyer Institutional
                                      Partnership, L.P., a general partner

                                      By: Tishman/Speyer Institutional
                                          Associates Limited Partnership, its
                                          general partner

                                          By:     I.M.P. Realty Corp., its
                                                  general partner


                                                  By:   ____________________
                                                        Name:
                                                        Title:


                          LICENSEE:

                          FIBERNET EQUAL ACCESS, LLC


                          By: /s/ [Illegible]
                              ----------------------------
                                Name:
                                Title: Vice Pres.

<PAGE>   18

                                    EXHIBIT A

                          INSTALLATION AND CONSTRUCTION

      1. Licensee shall retain the services of the Building engineers or other
independent consultants with respect to any Alteration or aspect of the
Facilities relating to or affecting the structural, mechanical, electrical,
plumbing, fire protection and life safety systems of the Building ("Licensor
Work"). Licensee shall deliver to Licensor for Licensor's approval complete
engineering drawings and specifications ("Plans") in connection with any
Licensor Work at least 20 days prior to the commencement of such Licensor Work
(with respect to the initial installation of the Facilities, Licensee shall
deliver Plans no later than 14 days after the Effective Date). Licensor or
Licensor's designee shall perform the Licensor Work and Licensee shall promptly,
after receipt of invoices therefor, pay the cost of the Licensor Work (including
the costs of retaining engineers or other independent consultants) to Licensor
or Licensor's designee.

      2. A. Licensee may retain the services of a contractor (the "Outside
Contractor") to perform any work in the Building, other than the Licensor Work
("Licensee Work"). Licensee shall deliver to Licensor for Licensor's approval
Plans in connection with any Licensee Work at least 20 days prior to the
commencement of such Licensee Work (with respect to the initial installation of
the Facilities, Licensee shall deliver Plans no later than 14 days after the
Effective Date). With respect to Plans submitted to Licensor for Licensor Work
or Licensee Work, Licensor shall review such Plans and shall notify Licensee of
any required revisions or additions within 10 business days after delivery of
the Plans to Licensor. Based upon Licensor's comments with respect to required
revisions or additions in such Plans, Licensee shall make such revisions or
additions and, on or before the date which is 5 business days after Licensor
gives the notice referred to above, shall redeliver such Plans to Licensor for
Licensor's approval.

            B. Licensee shall obtain the prior written consent of Licensor as to
the Outside Contractor to be used by Licensee. At Licensee's request, Licensor
will furnish a list of approved contractors. Licensee shall be solely
responsible for obtaining all governmental licenses or permits required in
connection with any Licensee Work and Licensee shall arrange for all required
inspections of such Licensee Work by Governmental Authorities.

            C. The Outside Contractor shall: (a) conduct its work in such a
manner so as not to interfere with any other construction occurring on or in the
Building or with the use, occupancy or enjoyment by any Tenant of its premises
or of the common areas of the Building; (b) comply with the Building Rules (as
defined in the Agreement of which this Exhibit is a part); (c) maintain such
insurance and bonds as may be reasonably requested by Licensor or as required by
applicable law (but in any event said bonds shall be in amounts equal to the
full value or cost of the work being done by the Outside Contractor); and (d) be
responsible for reaching agreement with Licensor as to the terms and conditions
for
<PAGE>   19

                                       A-2


conducting its work, including, without limitation, arrangements for systems
interfacing, use of utilities, storage of materials and access to the Building.
As a condition precedent to Licensor's approving the Outside Contractor under
Subsection (B) above. Licensee and the Outside Contractor shall deliver to
Licensor such assurances or instruments to evidence the Outside Contractor's
compliance or agreement to comply with the provisions of this Subsection (C) as
may be reasonably requested by Licensor.

            D. All materialmen, contractors, artisans, mechanics, laborers and
other parties contracting with Licensee for the furnishing of any labor,
services, materials, supplies or equipment with respect to the Building are
hereby charged with notice that they must look solely to Licensee for payment
for the same. Licensee shall repair or cause to be repaired all damage caused by
the Outside Contractor, its subcontractors or their employees. Licensee shall
protect the Building, including all Licensor Work, from damage or soiling by the
Outside Contractor and movers, and shall pay for any replacements, repairs or
extra cleaning necessitated by the performance of work by the Outside Contractor
or the moving of fixtures, equipment, furnishings, furniture and other property
of Licensee into or out of the Building.

            E. Upon completion of any Licensee Work, Licensee shall deliver to
Licensor a copy of the final plans and specifications which show the actual
construction of the Facilities.

            F. Licensee shall not employ, or permit the employment of, any
contractor, mechanic or laborer, or permit any materials to be delivered to or
used in the Building if, in Licensor's sole judgment, such employment, delivery
or use will interfere or cause any conflict with other contractors, mechanics or
laborers engaged in the construction, maintenance or operation of the Building
by Licensor or the use and enjoyment of Tenants. In the event of such
interference or conflict, upon Licensor's request, Licensee shall cause all
contractors, mechanics or laborers causing such interference or conflict to
leave the Building immediately.
<PAGE>   20

<TABLE>
<CAPTION>
                                    EXHIBIT B

                              AMORTIZATION SCHEDULE

                                ======================
                                <S>               <C>  
                                Year 1            100%
                                ----------------------
                                Year 2            100%
                                ----------------------
                                Year 3            100%
                                ----------------------
                                Year 4             85%
                                ----------------------
                                Year 5             70%
                                ----------------------
                                Year 6             50%
                                ----------------------
                                Year 7             25%
                                ----------------------
                                Years 8-10          0%
                                ======================
</TABLE>
<PAGE>   21

                                    EXHIBIT C

                         BUILDING RULES AND REGULATIONS


            1. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades, screens or other
obstructions shall be attached to or hung in or used in connection with any
exterior window or entry door of the Basement Space, without the prior written
consent of Licensor.

            2. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed to any part of the outside of the
Basement Space or Building or on the inside, of the Basement Space if the same
can be seen from the outside of the Basement Space without the prior written
consent of Licensor. Lettering on doors, if and when approved by Licensor, shall
be inscribed, painted or affixed for Licensee in a size, color and style
acceptable to Licensor.

            3. The grills, louvers, skylights, windows and doors that reflect or
admit light and/or air into the premises, halls, passageways or other public
places in the Building shall not be covered or obstructed by Licensee, nor shall
any bottles, parcels or other articles be placed on the window sills, radiators
or convectors.

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

            5. The sidewalks, entrances, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by Licensee or used for any purpose other than ingress or egress to and from the
Basement Space and for delivery of merchandise and equipment in prompt and
efficient manner, using elevators and passageways designated for such delivery
by Licensor.

            6. Except in those areas designated by Licensee as "security areas",
additional locks or bolts of any kind which shall not be operable by the Grand
Master Key for the Building shall not be placed upon any of the doors or windows
by Licensee, nor shall any changes be made in locks or the mechanism thereof
which shall make such locks inoperable by said Grand Master Key. Licensee shall,
upon the termination of its tenancy, turn over to Licensor all keys of stores,
offices and toilet rooms, either furnished to or otherwise procured by Licensee
and in the event of the loss of any keys furnished by Licensor, Licensee shall
pay to Licensor the cost thereof.
<PAGE>   22

                                       C-2


            7. Licensee shall keep the entrance door to the Basement Space
closed at all times.

            8. All removals or the carrying in or out of any freight, furniture,
packages, boxes, crates or any other object or matter of any description must
take place during Building standard hours therefor and in such elevators as
Licensor or its agent may determine from time to time. Licensor reserves the
right to inspect all objects and matter to be brought into the Building and to
exclude from the Building all objects and matter which violate any of these
Rules and Regulations or the Agreement of which these Rules and Regulations are
a part. Licensor may require any person leaving the public areas of the Building
with any package or other object or matter to submit a pass, signed by an
authorized person, listing such package or object matter is being removed, but
the establishment and enforcement of such requirement shall not impose any
responsibility on Licensor for the protection of Licensee or any Tenant against
the removal of property from the premises of Licensee.

            9. There shall not be used in any space or in the public halls of
the Building, either by Licensee or any Tenant or by jobbers or any others in
the moving or delivery or receipt of safes, freight, furniture, packages, boxes,
crates, paper, office material or any other matter or thing, any hand trucks
except those equipped with rubber tires, side guards and such other safeguards
as Licensor shall designate.

            10. None of Licensee's employees, visitors or contractors shall be
permitted to have access to the Building's roof, mechanical, electrical or
telephone rooms/closets without permission from Licensor.

            11. Licensee shall not make or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of this or neighboring
buildings or premises or those having business with them.

            12. Licensee shall not lay floor tile, or other similar floor
covering so that the same shall come in direct contact with the floor of the
Basement Space and, if such 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.

            13. Neither Licensee nor any of Licensee's servants, employees,
agents, visitors or licensees, shall at any time bring or keep upon the Basement
Space any inflammable, combustible or explosive fluid, chemical or substance
except such minimal quantities that are incidental to normal office occupancy.
<PAGE>   23

                                       C-3


            14. Licensee shall not use or keep or permit to be used or kept, any
hazardous or toxic materials or any foul or noxious gas or substance in the
Basement Space or permit or suffer the Basement Space to be occupied or used in
a manner offensive or objectionable to Licensor or other occupants of the
Building by reason of noise, odors, vibrations or interfere in any way with
other Tenants or those having business therein.

            15. Licensee shall not cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the demised
Basement Space which would annoy other tenants or create a public or private
nuisance. No cooking shall be done in the Basement Space except as is expressly
permitted in the foregoing Agreement.

            16. Except as specifically provided in the Agreement, Licensee shall
not do any cooking, conduct any restaurant, luncheonette or cafeteria for the
sale or service of food or beverages to its employees or to others.

            17. Licensee may, at its sole cost and expense and subject to
compliance with all applicable requirements of the Agreement, install and
maintain vending machines for the exclusive use by Licensee, its officers,
employees and business guests, provided that each machine, where necessary,
shall have a waterproof mat thereunder and be connected to a drain. Licensee
shall not permit the delivery of any food or beverage to the Basement Space,
except by such persons delivering the same as shall be approved by Licensor,
which approval shall not be unreasonably withheld or delayed.

            18. Licensee shall not employ any person or persons other than the
janitor of Licensor for the purpose of cleaning the Basement Space, unless
otherwise agreed to by Licensor in writing. Licensee shall not cause any
unnecessary labor by reason of Licensee's carelessness or indifference in the
preservation of good order and cleanliness. Licensee shall not clean or permit
the cleaning of any window in the premise from the outside, in violation of any
requirements.

            19. Licensee shall store all its trash, garbage and recyclables
within its Basement Space. No material shall be disposed of which may result in
a violation of any law or ordinance governing such disposal. All garbage and
refuse disposal shall be made only though entry ways and elevators provided for
such purposes and at such times as Licensor shall designate. Licensee shall use
the Building's hauler.

            20. Licensee shall, at its expense, provide artificial light for the
employees of Licensor while doing janitor service or other cleaning, and in
making repairs or alterations in the Basement Space.
<PAGE>   24

                                       C-4


            21. Licensee shall not mark, paint, drill into or in any way deface
any part of the Basement Space or the Building, except with the prior written
consent of Licensor. No boring, cutting or stringing or wires shall be
permitted, except with prior written consent of Licensor, and as Licensor may
direct.

            22. The water and wash closets, electrical closets, mechanical
rooms, fire stairs and other plumbing fixtures shall not be used for any
purposes other than those for which they were constructed and no sweepings,
rubbish, rags, acids or other substances shall be deposited therein. All damages
resulting from any misuse of the fixtures shall be borne by Licensee or the
Tenant who or whose servants, employees, agents, visitors or licensees shall
have caused the same.

            23. Licensee, before closing and leaving the Basement Space at any
time, shall see that all lights, water, faucets, etc. are turned out. All
entrance doors in the Basement Space shall be left locked by Licensee when the
Basement Space is not in use.

            24. No bicycles, vehicles or animals of any kind (except for seeing
eye dogs) shall be brought into or kept by Licensee in or about the Basement
Space or the Building.

            25. Canvassing, soliciting and peddling in the Building is
prohibited and Licensee shall cooperate to prevent the same.

            26. The Basement Space shall not be used for lodging or sleeping or
for any immoral or illegal purposes.

            27. The Basement Space shall not be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of any
kind at auction or otherwise, except as specifically permitted by the Agreement.

            28. Licensee shall not occupy or permit any portion of the Basement
Space demised to it to be occupied as an office for a public stenographer or
public typist or for the possession, storage, manufacture or sale of narcotics,
dope, tobacco in any form or as a barber or manicure shop or as an employment
bureau. Licensee shall not engage or pay any employees on the Basement Space,
except those actually working for such Licensee on said Basement Space, nor
advertise for labor giving an address at said Basement Space.

            29. Licensee shall not accept barbering or bootblacking services in
the Basement Space, from any company or persons not approved by Licensor, and at
hours and under regulations other than as fixed by Licensor.
<PAGE>   25

                                       C-5


            30. The requirements of Licensee will be attended to only upon
written application at the office of the Building, except in the event of any
emergency condition. Employees shall not perform any work or do anything outside
of their regular duties, unless under special instructions from the office of
Licensor or in response to an emergency condition.

            31. Licensee shall be responsible for the delivery and pick up of
all mail from the United States post office.

            32. Licensor reserves the right to exclude from the Building between
the hours of 6 P.M. and 8 A.M. and at all hours on Saturdays, Sundays and legal
holidays all persons who do not present a pass to the Building signed or
approved by Licensor. Licensee shall be responsible for all persons for whom a
pass shall be issued at the request of Licensee and shall be liable to Licensor
for all acts of such persons.

            33. Licensee shall not invite to the Basement Space, or permit the
visit of, persons in such number or under such conditions as to interfere with
the use and enjoyment of any of the plazas, entrances, corridors, elevators and
other facilities of the building by other Tenants.

            34. In accordance with the alteration section of the Agreement.
Licensor shall review and approve architectural and engineering drawings. The
review/alteration of Licensee drawings and/or specifications by Tishman Speyer
Properties and any of its representatives is not intended to verify the
Licensee's engineering or design requirements and/or solutions. The
review/alteration is performed to determine compatibility with the Building's
systems and lease conditions.

            35. Licensee renovations are to (i) be performed by those
contractors and subcontractors on the Licensor's approved contractor's list,
(ii) adhere to the Building's applicable Standard Operating Procedures, and
(iii) be compatible with Building Class E System and other common systems, etc.

            36. Licensor may waive any one or more of these Rules and
Regulations for the benefit of any particular tenant or tenants, but no such
waiver by Licensor shall be construed as a waiver of such Rules and Regulations
in favor or any other tenant or tenants, nor prevent Licensor from thereafter
enforcing any such Rules and Regulations against any or all of the tenants of
the Building.

            37. Licensor shall not be responsible to Licensee or to any other
person for the non-observance or violation of these Rules and Regulations by any
other tenant or other person. Licensee shall be deemed to have read these Rules
and Regulations and to have agreed to abide by them as a condition to its
occupancy of the Basement Space.
<PAGE>   26

                                       C-6


            38. These Rules and Regulations are in addition to, and shall not be
constructed to in any way modify or amend, in whole or in part, the terms,
covenants, agreements and conditions of any lease of premises in the Building.