-----------------------------

                            135 EAST 57th STREET LLC,


                                                                       Landlord,


                      INTERACTIVE FLIGHT TECHNOLOGIES, INC.

                                                                         Tenant.



                                      -----

                                      LEASE

                                      -----






Premises:                 135 East 57th Street
                          Part of the 26th Floor
                          New York, New York 10022


                          -----------------------------



<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

ARTICLE                                                                                                 PAGE
-------                                                                                                 ----
<S>               <C>                                                                                    <C>
   1.             Premises; Term...........................................................................1
   2.             Commencement of Term.....................................................................1
   3.             Rent.....................................................................................2
   4.             Use......................................................................................4
   5.             Alterations, Fixtures....................................................................5
   6.             Repairs..................................................................................8
   7.             Floor Load; Noise........................................................................9
   8.             Laws, Ordinances, Requirements of Public
                    Authorities............................................................................9
   9.             Insurance...............................................................................11
  10.             Damage by Fire or Other Cause...........................................................13
  11.             Assignment, Subletting, Mortgaging......................................................14
  12.             Liability of Landlord and
                    Indemnity by Tenant...................................................................22
  13.             Moving of Heavy Equipment...............................................................23
  14.             Condemnation............................................................................24
  15.             Entry, Right to Change Public Portions
                    of the Building.......................................................................25
  16.             Conditional Limitations, Etc............................................................26
  17.             Mechanic's Liens........................................................................31
  18.             Landlord's Right to Perform
                    Tenant's Obligations..................................................................32
  19.             Covenant of Quiet Enjoyment.............................................................32
  20.             Excavation..............................................................................32
  21.             Services and Equipment..................................................................33
  22.             Escalation..............................................................................36
  23.             Electric Inclusion......................................................................42
  24.             Broker..................................................................................45
  25.             Subordination and Ground Lease..........................................................45
  26.             Estoppel Certificate....................................................................48
  27.             Waiver of Jury Trial....................................................................48
  28.             Surrender of Premises...................................................................49
  29.             Rules and Regulations...................................................................49
  30.             Successors and Assigns and Definitions..................................................50
  31.             Notices.................................................................................51
  32.             No Waiver; Entire Agreement.............................................................51
  33.             Captions................................................................................53
  34.             Inability to Perform....................................................................53
  35.             No Representations by Landlord..........................................................53
  36.             Security Deposit........................................................................54
</TABLE>

                                        i

<PAGE>



<TABLE>
<CAPTION>
                          TABLE OF CONTENTS (continued)

ARTICLE                                                                                                 PAGE
-------                                                                                                 ----
<S>               <C>                                                                                    <C>
  37.             Rent Control............................................................................56
  38.             Landlord's Contribution ................................................................57
  39.             Supplemental Air Conditioning ..........................................................58
                  Testimonium and Signatures..............................................................59
                  Acknowledgments.........................................................................60
                  Schedule A                Floor Plan....................................................61
                  Schedule B                Description of Land...........................................62
                  Schedule C                Rules and Regulations.........................................63
                  Schedule D                Cleaning Specifications.......................................67
                  Schedule E                Definitions...................................................69

</TABLE>


                                       ii

<PAGE>


     INDENTURE OF LEASE made this 10th day of September, 1999, between 135 EAST
57th STREET LLC, a New York limited liability company, having an office at 750
Lexington Avenue, New York, New York 10022 ("Landlord") and INTERACTIVE FLIGHT
TECHNOLOGIES, INC., a Delaware corporation having an office at 1811 Chestnut
Street, Philadelphia, Pennsylvania 19103 ("Tenant").


                              W I T N E S S E T H :



                                    ARTICLE 1

                                 Premises; Term


     Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the
following space ("Demised Premises"): part of the 26th floor as shown
crosshatched on the floor plan (Schedule A) attached hereto, in the office
building known as and by the street number 135 East 57th Street, in the Borough
of Manhattan, City and State of New York ("Building"), upon and subject to the
terms, covenants and conditions hereafter set forth.

     TO HAVE AND TO HOLD the Demised Premises unto Tenant for a term commencing
on the "Commencement Date", as defined in Article 2 hereof, and ending on a date
(the "Expiration Date") which shall be ten (10) years after the Commencement
Date, plus the number of days required, if any, to have such term expire on the
last day of a calendar month, or on such earlier date upon which said term may
expire or terminate pursuant to the conditions of this Lease or pursuant to law.

     IT IS MUTUALLY COVENANTED AND AGREED between Landlord and Tenant as
follows:



                                    ARTICLE 2

                              Commencement of Term


     Section 2.01. The Demised Premises are presently occupied by a tenant under
a lease expiring on October 31, 1999. The term of this Lease and the payment of
minimum rent hereunder shall commence on the date (the

<PAGE>



"Commencement Date") that possession of the Demised Premises has been delivered
to Tenant vacant, free of all occupants, whether such date is prior to, on or
after November 1, 1999. Landlord shall give Tenant at least ten (10) days prior
written notice of the anticipated date it will deliver possession of the Demised
Premises to Tenant, provided Landlord shall have no liability or responsibility
to Tenant if Landlord is unable to deliver possession of the Demised Premises to
Tenant on the date set forth in such notice.

     Section 2.02. Tenant has fully inspected the Demised Premises, is familiar
with the condition thereof and agrees to accept possession of the same on the
Commencement Date in broom clean condition. Landlord shall not be required to do
any work therein to make the same suitable for the conduct of Tenant's business,
except that Landlord shall deliver the same to Tenant in broom clean condition.

     Section 2.03. If, prior to the Commencement Date, Tenant shall enter the
Demised Premises or any part thereof to make any installations, Landlord shall
have no liability or obligation for the care or preservation of Tenant's
property. However, Tenant shall, commencing as of the date of such entry, pay
Landlord's charges for (i) electricity, at the rate of $3.00 per rentable square
foot per annum (with respect to the portion of the Demised Premises so entered),
and (ii) such items for which Tenant is separately billed hereunder, including
without limitation, overtime use of freight elevator and HVAC service and
extraordinary services.

     Section 2.04. Promptly after the Commencement Date, Landlord and Tenant
shall execute a statement in recordable form confirming the agreed upon
Commencement and Expiration Dates of this Lease, in accordance with the
foregoing provisions.



                                    ARTICLE 3

                                      Rent


     Section 3.01. Tenant shall pay as rent for the Demised Premises, the
following:

          (a) a fixed minimum rent (the "minimum rent") at the following annual
     rates:

               (i) $282,150.00 per annum (or $23,512.50 per month) for the first
          five (5) years of the

                                        2

<PAGE>



          term following the Commencement Date, including a partial month if the
          Commencement Date is not the first day of a month, and in such event
          the minimum rent for such month shall be prorated; and

               (ii) $292,050.00 per annum (or $24,337.50 per month) for the last
          five (5) years of the term; and

          (b) all other sums and charges required to be paid by Tenant under the
     terms of this Lease (including without limitation, the payments required to
     be made under Article 22), which shall be deemed to be and are sometimes
     referred to hereafter as additional rent.

     Section 3.02. Notwithstanding the provisions of Section 3.01 hereof and
provided Tenant is not then in default under any of the provisions of this Lease
on its part to be performed, Tenant shall be entitled to an abatement of part of
the minimum rent only as follows: the amount of $22,275.00 for each of the 1st,
2nd, 3rd, 4th, 17th and 18th months of the term succeeding the Commencement Date
and the balance of minimum rent for each such month of $1,237.50 shall be
payable by Tenant. Tenant acknowledges that the consideration for the aforesaid
abatement of minimum rent is Tenant's agreement to perform all of the terms,
covenants and conditions of this Lease on its part to be performed. Therefore,
if this Lease shall terminate by reason of Tenant's default under any of such
terms, covenants and conditions of this Lease, the aggregate amount of all
minimum rent that was abated shall immediately thereafter become due and payable
by Tenant to Landlord. In the event of Tenant's failure to pay such aggregate
amount to Landlord, Landlord shall be entitled to the same rights and remedies
as in the event of Tenant's default in the payment of minimum rent. Tenant shall
be required to pay additional rent and all other sums from and after the
Commencement Date.

     Section 3.03. The minimum rent shall be payable in equal monthly
installments in advance on the first day of each and every month during the term
of this Lease, except that the amount of $23,512.50 shall be paid upon the
execution of this Lease and shall be applied to payment of the minimum rent for
the fifth (5th) month of the term succeeding the Commencement Date.

     Section 3.04. Tenant shall pay the minimum rent and additional rent in
lawful money of the United States which shall be legal tender for the payment of
all debts, public and private, at the time of payment.

     Landlord and Tenant agree that Tenant shall pay all minimum rent,
additional rent and other amounts now due or hereafter to become due to the

                                        3

<PAGE>


Landlord or its agents as provided for in this Lease, (collectively, the
"Rents") (as and when due) directly to the following lock-box account:

                          135 East 57th Street LLC
                          P.O. Box 41004
                          Newark, New Jersey 07101-8007

All rent checks shall be made payable to 135 East 57th Street LLC.

     Section 3.05. The minimum rent and additional rent shall be payable by
Tenant without any set-off, abatement or deduction whatsoever and without notice
or demand, except as otherwise expressly provided herein.



                                    ARTICLE 4

                                       Use


     Section 4.01. Tenant shall use and occupy the Demised Premises for
administrative, executive and general office purposes only.

     Section 4.02. Notwithstanding the provisions of Section 4.01, Tenant shall
not use or allow the use of the Demised Premises or any part thereof (1) for the
cooking and/or sale of food, except that Tenant may warm foods; (2) for storage
for sale of any alcoholic beverage in the Demised Premises; (3) for storage for
and/or sale of any product or material from the Demised Premises; (4) for
manufacturing or printing purposes; (5) for the conduct of a school or training
facility or conduct of any business which results in the presence of the general
public in the Demised Premises; (6) for the conduct of the business of an
employment agency or personnel agency; (7) for the conduct of any public
auction, gathering, meeting or exhibition; (8) for occupancy by a foreign,
United States, state, municipal or other governmental or quasi-governmental
body, agency or department or any authority or other entity which is affiliated
therewith or controlled thereby and which has diplomatic or sovereign immunity
or the like with respect to a commercial lease; (9) for messenger or delivery
service (excluding Tenant's or any subtenant's own employees); (10) as a public
stenographer or typist; (11) as a telephone or telegraph agency; (12) as medical
offices; (13) as a travel agency; (14) as a dating service; (15) as a
restaurant; (16) as studios for radio, television or other media;(17) as a night
club, discotheque, arcade or like kind establishments; (18) as a public or
quasi-public health facility, radiation treatment facility, methadone clinic or
other drug related clinic, abortion clinic, or for any practice conducted in or
through the format of a clinic; (19) as a pawn shop; (20) as an off-track
betting parlor; (21) as a homeless shelter, soup

                                        4

<PAGE>


kitchen or similar use; (22) for the sale or display of pornographic products or
services; (23) for the use or storage of flammable liquids or chemicals; (24) as
a funeral parlor; (25) for the sale or grooming of pets; or (26) for any form of
spiritualist services, such a fortune telling or reading. Furthermore, the
Demised Premises shall not be used for any purpose that would, in Landlord's
reasonable judgment, tend to lower the first-class character of the Building,
create unreasonable or excessive elevator or floor loads, impair or interfere
with any of the Building operations or the proper and economic heating,
air-conditioning, cleaning or any other services of the Building, interfere with
the use of the other areas of the Building by any other tenants, or impair the
appearance of the Building. Neither Tenant nor any person within Tenant's
control shall use, generate, store, treat and/or dispose of any Hazardous
Materials (as hereinafter defined) in, on, under or about the Demised Premises.

     Section 4.03. If any governmental license or permit, other than a
Certificate of Occupancy or any license or permit required for the proper and
lawful conduct of Tenant's business in the Demised Premises, or any part
thereof, and if failure to secure such license or permit would in any way affect
Landlord, Tenant, at its expense, shall duly procure and thereafter maintain
such license or permit and submit the same for inspection by Landlord. Tenant
shall at all times comply with the terms and conditions of each such license or
permit.

     Section 4.04. Tenant shall not at any time use or occupy, or permit anyone
to use or occupy, the Demised Premises, or do or permit anything to be done in
the Demised Premises, in violation of the Certificate of Occupancy, for the
Demised Premises or for the Building, and will not permit or cause any act to be
done or any condition to exist on the Demised Premises which may be dangerous
unless safeguarded as required by law, or which in law constitutes a nuisance,
public or private, or which may make void or voidable any insurance then in
force covering the Building and building equipment.



                                    ARTICLE 5

                              Alterations, Fixtures


     Section 5.01. Tenant, without Landlord's prior consent, shall make no
alterations, installations, additions, or improvements in or to the Demised
Premises ("work") including, but not limited to, an air-conditioning or cooling
system, or any unit or part thereof or other apparatus of like or other nature,
railings, mezzanine floors, galleries and the like. If any contractor, other
than Landlord, shall perform work, such contractor shall first be approved by
Landlord, and as a condition of such approval, Tenant shall pay to Landlord ten
(10%) percent of the cost of such

                                        5

<PAGE>


work for supervision, coordination and other expenses incurred by Landlord in
connection therewith. However, such ten (10%) percent charge shall not apply to
Tenant's initial work in the Demised Premises nor to painting, wall covering,
carpeting and furnishings. Workers' compensation and public liability insurance
and property damage insurance, all in amounts and with companies and/or forms
reasonably satisfactory to Landlord, shall be provided and at all times
maintained by Tenant's contractors engaged in the performance of the work, and
before proceeding with the work, certificates of such insurance shall be
furnished to Landlord. If consented to by Landlord, all such work shall be done
at Tenant's sole expense and in full compliance with all governmental
authorities having jurisdiction thereover. Upon completion of such work, Tenant
shall deliver to Landlord full scale "as built" plans for the same. All work
affixed to the realty or if not so affixed but for which Tenant shall have
received a credit, shall become the property of Landlord, subject to Tenant's
right to replace same during the term hereof with items of equal quality class
and value, and shall remain upon, and be surrendered with, the Demised Premises
as a part thereof at the end of the term or any renewal or extension term, as
the case may be, without allowance to Tenant or charge to Landlord, unless
Landlord elects otherwise on notice to Tenant given at the time Landlord has
consented to the work. However, if Landlord shall elect, otherwise, Tenant at
Tenant's expense, at or prior to any termination of this Lease, shall remove all
such work or such portion thereof as Landlord shall elect and Tenant shall
restore the Demised Premises to its original condition, reasonable wear and tear
excepted, at Tenant's expense. Notwithstanding the foregoing, Tenant shall not
be obligated to remove any of its initial work in the Demised Premises. If any
Building facilities or services, including but not limited to air-conditioning
and ventilating equipment installed by Landlord, are adversely affected or
damaged by reason of the work by Tenant, Tenant, at its expense, shall repair
such damage to the extent such damage has been caused by Tenant's work and shall
correct the work so as to prevent any further damage or adverse effect on such
facilities or services.

     Section 5.02. Prior to commencing any work pursuant to the provisions of
Section 5.01, Tenant shall furnish to Landlord:

          (a) Plans and specifications for the work to be done.

          (b) Copies of all governmental permits and authorizations which may be
     required in connection with such work.

          (c) A certificate evidencing that Tenant (or Tenant's contractor) has
     procured workers' compensation insurance covering all persons employed in
     connection with the work who might assert claims for death or bodily injury
     against Overlandlord, as defined in Article 25, Landlord, Tenant, any
     mortgagee or the Building.

                                        6

<PAGE>


          (d) Such additional personal injury and property damage insurance
     (over and above the insurance required to be carried by Tenant pursuant to
     the provisions of Section 9.03) as Landlord may reasonably require because
     of the nature of the work to be done by Tenant.

          (e) Except with respect to Tenant's initial work in the Demised
     Premises, if the cost of any subsequent work exceeds $25,000, a bond or
     other security satisfactory to Landlord, in the amount of one hundred ten
     (110%) percent of the aggregate cost of the work, to insure completion of
     such work.

     Section 5.03. Where furnished by or at the expense of Tenant (except the
replacement of an item theretofore furnished and paid for by Landlord or for
which Tenant has received a credit), all movable property, furniture,
furnishings, roller files, equipment and trade fixtures ("personalty") other
than those affixed to the realty shall remain the property of and shall be
removed by Tenant on or prior to any termination or expiration of this Lease,
and, in the case of damage by reason of such removal, Tenant, at Tenant's
expense, promptly shall repair the damage. If Tenant does not remove any such
personalty, Landlord, at its election, (a) may cause the personalty to be
removed and placed in storage at Tenant's expense or (b) may treat the
personalty as abandoned and may dispose of the personalty as it sees fit without
accounting to Tenant for any proceeds realized upon such disposal.

     Section 5.04. Tenant agrees that the exercise of its rights pursuant to the
provisions of this Article 5 shall not be done in a manner which would create
any work stoppage, picketing, labor disruption or dispute or violate Landlord's
union contracts affecting the Building or interfere with the business of
Landlord or any Tenant or occupant of the Building. In the event of the
occurrence of any condition described above arising from the exercise by Tenant
of its right pursuant to the provisions of this Article 5, Tenant shall,
immediately upon notice from Landlord, cease the manner of exercise of such
right giving rise to such condition. In the event Tenant fails to cease such
manner of exercise of its rights as aforesaid, Landlord, in addition to any
rights available to it under this Lease and pursuant to law, shall have the
right to injunction without notice. With respect to Tenant's work, Tenant shall
make all arrangements for, and pay all expenses incurred in connection with, use
of the freight elevators servicing the Demised Premises during those hours other
than as provided in Section 21.01(a) in accordance with Landlord's customary
charges therefor.

                                       7

<PAGE>


                                    ARTICLE 6

                                     Repairs


     Section 6.01. Tenant shall take good care of the Demised Premises and the
fixtures therein and at its sole cost and expense make all repairs thereto as
and when needed to preserve them in good working order and condition. Tenant, at
its expense, shall make all repairs to the HVAC, mechanical, plumbing and
electrical systems within the Demised Premises resulting from the negligence or
willful misconduct of Tenant, its agents, contractors and employees. All damage
or injury to the Demised Premises or the Building or to any building equipment
or systems caused by Tenant moving property in or out of the Building or by
installation or removal of personalty or resulting from negligence or conduct of
Tenant, its employees, agents, contractors, customers, invitees and visitors,
shall be repaired, promptly by Tenant at Tenant's expense, and whether or not
involving structural changes or alterations, to the satisfaction of Landlord.
All repairs shall include replacements or substitutions where necessary and
shall be at least equal to the quality, class and value of the property
repaired, replaced or substituted and shall be done in a good and workmanlike
manner.

     Section 6.02. Landlord, at its expense, shall maintain and make all repairs
and replacements, structural and otherwise, to the exterior and public portions
of the Building and to the Demised Premises, unless Tenant is required to make
them under the provisions of Section 6.01 or unless required as a result of the
performance or existence of alterations performed by Tenant or on Tenant's
behalf, in which event Tenant, at its expense, shall perform such maintenance,
repairs or replacements. Tenant shall notify Landlord of the necessity for any
repairs for which Landlord may be responsible in the Demised Premises under the
provisions of this Section. Landlord shall have no liability to Tenant by reason
of any inconvenience, annoyance, interruption or injury to business arising from
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease, or required by law, to make in or to any portion of the Building
or the Demised Premises, or in or to the fixtures, equipment or appurtenances of
the Building or the Demised Premises.

     Section 6.03. Tenant shall not store or place any materials or other
obstructions in the lobby or other public portions of the Building, or on the
sidewalk abutting the Building.

                                        8

<PAGE>

                                    ARTICLE 7

                                Floor Load; Noise


     Section 7.01. Tenant shall not place a load upon any floor of the Demised
Premises which exceeds the load per square foot which such floor was designed to
carry (50 lbs. live per square foot) and which is allowed by law.

     Section 7.02. Business machines and mechanical equipment belonging to
Tenant which cause noise, vibration or any other nuisance that may be
transmitted to the structure or other portions of the Building or to the Demised
Premises, to such a degree as to be reasonably objectionable to Landlord or
which interfere with the use or enjoyment by other tenants of their premises or
the public portions of the Building, shall be placed and maintained by Tenant,
at Tenant's expense, in settings of cork, rubber or spring type vibration
eliminators sufficient to eliminate such objectionable or interfering noise or
vibration.



                                    ARTICLE 8

              Laws, Ordinances, Requirements of Public Authorities


          Section 8.01. (a) Tenant, at its expense, shall comply with all laws,
     orders, ordinances, rules and regulations and directions of Federal, State,
     County and Municipal authorities and departments thereof having
     jurisdiction over the Demised Premises and the Building, including but not
     limited to the Americans With Disabilities Act ("Governmental
     Requirements"), referable to Tenant or the Demised Premises, unless arising
     by reason of Tenant's occupancy, use or manner of use of the Demised
     Premises or any installations made therein by or at Tenant's request, or
     any default by Tenant under this Lease.

          (b) Tenant covenants and agrees that Tenant shall, at Tenant's sole
     cost and expense, comply at all times with all Governmental Requirements
     governing the use, generation, storage, treatment and/or disposal of any
     "Hazardous Materials" (which term shall mean any biologically or chemically
     active or other toxic or hazardous wastes, pollutants or substances,
     including, without limitation, asbestos, PCBs, petroleum products and
     by-products, substances defined or listed as "hazardous substances" or
     "toxic

                                        9

<PAGE>


     substances" or similarly identified in or pursuant to the Comprehensive
     Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9601
     et seq., and as hazardous wastes under the Resource Conservation and
     Recovery Act, 42 U.S.C. ss.6010 et seq., any chemical substance or mixture
     regulated under the Toxic Substance Control Act of 1976, as amended, 15
     U.S.C. ss.2601 et seq., any "toxic pollutant" under the Clean Water Act,
     33 U.S.C. ss.466 et seq., as amended, any hazardous air pollutant under
     the Clean Air Act, 42 U.S.C. ss.7401 et seq., hazardous materials
     identified in or pursuant to the Hazardous Materials Transportation Act, 49
     U.S.C. ss.1802 et seq., and any hazardous or toxic substances or pollutant
     regulated under any other Governmental Requirements). Tenant shall agree to
     execute, from time to time, at Landlord's request, affidavits,
     representations and the like concerning Tenant's best knowledge and belief
     regarding the presence of Hazardous Materials in, on, under or about the
     Demised Premises, the Building or the Land. Tenant shall indemnify and hold
     harmless Landlord, its partners, officers, shareholders, members, directors
     and employees, Overlandlord and any mortgagee (collectively, the
     "Indemnitees"), from and against any loss, cost, damage, liability or
     expense (including attorneys' fees and disbursements) arising by reason of
     any cleanup, removal, remediation, detoxification action or any other
     activity required or recommended of any Indemnitees by any government
     authority by reason of the presence in or about the Land, the Building or
     the Demised Premises of any Hazardous Materials, as a result of or in
     connection with the act or omission of Tenant or any person or entity
     within Tenant's control or the breach of this Lease by Tenant or any person
     or entity within Tenant's control. The foregoing covenants and indemnity
     shall survive the expiration of any termination of this Lease.

          (c) Landlord, at its expense, shall comply with and cure Governmental
     Requirements relating to the public portions of the Building and to the
     Demised Premises, provided non-compliance will materially curtail Tenant's
     use or access to the Demised Premises and provided that Tenant is not
     obligated to comply with them under the provisions of subdivision (a) of
     this Section. Landlord, at its expense, may contest the validity of any
     Governmental Requirements and postpone compliance therewith pending such
     contest.

     Section 8.02. If Tenant receives written notice of any violation of any
Governmental Requirements applicable to the Demised Premises, it shall give
prompt notice thereof to Landlord.

     Section 8.03. Tenant will not clean, nor allow any window in the Demised
Premises to be cleaned, from the outside in violation of Section 202 of the

                                       10

<PAGE>


Labor Law or the rules of the Board of Standards and Appeals or of any other
board or body having or asserting jurisdiction.



                                    ARTICLE 9

                                    Insurance


     Section 9.01. Tenant shall not do or permit to be done any act or thing in
or upon the Demised Premises which will invalidate or be in conflict with the
Certificate of Occupancy for the Building or the terms of the insurance policies
covering the Building and the property and equipment therein; and Tenant, at its
expense, shall comply with all rules, orders, regulations and requirements of
the New York Board of Fire Underwriters or any other similar body having
jurisdiction, and of the insurance carriers, and shall not knowingly do or
permit anything to be done in or upon the Demised Premises in a manner which
increases the rate of insurance for the Building or any property or equipment
therein over the rate in effect on the Commencement Date.

     Section 9.02. If, by reason of Tenant's failure to comply with the
provisions of Section 9.01 or any of the other provisions of this Lease, the
rate of insurance for the Building or the property and equipment of Landlord
shall be higher than on the Commencement Date, Tenant shall pay to Landlord any
additional or increased insurance premiums to the extent resulting therefrom
thereafter paid by Landlord, and Tenant shall make such payment forthwith on
demand of Landlord. In any action or proceeding wherein Landlord and Tenant are
parties, a schedule or "make up" of any insurance rate for the Building or
Demised Premises issued by the New York Fire Insurance Exchange, or other body
establishing fire insurance rates for the Building, shall be conclusive evidence
of the facts therein stated and of the several items and charges in the
insurance rates then applicable to the Building or Demised Premises.

          Section 9.03. (a) Tenant covenants to provide on or before the
     Commencement Date and to keep in force during the term hereof, the
     following insurance coverage:

               (i) For the benefit of Landlord, Tenant, any mortgagee and
          Overlandlord (as defined in Article 25), a commercial policy of
          liability insurance protecting and indemnifying Landlord, Tenant, any
          mortgagee and the Overlandlord against any and all claims for personal
          injury, death or property damage occurring upon, in or

                                       11

<PAGE>


          about the Demised Premises, and the public portions of the Building in
          connection with any act of Tenant, its employees, agents, contractors,
          customers, invitees and visitors including, without limitation,
          personal injury, death or property damage resulting from any work
          performed by or on behalf of Tenant, with coverage of not less than
          $3,000,000.00 combined single limit for personal injury, death and
          property damage arising out of one occurrence or accident.

               (ii) Fire and extended coverage in an amount adequate to cover
          the cost of replacement of all personal property, fixtures,
          furnishings and equipment, including Tenant's work (as referred to in
          Section 5.01), located in the Demised Premises.

          (b) All such insurance shall (i) be effected under valid and
     enforceable policies, (ii) be issued by insurers of recognized
     responsibility authorized to do business in the State of New York, (iii)
     contain a provision whereby the insurer agrees not to cancel the insurance
     without ten (10) days' prior written notice to Landlord, and (iv) contain a
     provision that no act or omission of Tenant shall result in forfeiture of
     the insurance as against Landlord.

     On or before the Commencement Date, Tenant shall deliver to Landlord
duplicate originals of the aforesaid policies or certificates evidencing the
aforesaid insurance coverage, and renewal policies or certificates shall be
delivered to Landlord at least thirty (30) days prior to the expiration date of
each policy with proof of payment of the premiums thereof.

     Section 9.04. Landlord and Tenant shall each secure an appropriate clause
in, or an endorsement upon, each fire or extended coverage policy obtained by it
and covering the Building, the Demised Premises or the personal property,
fixtures and equipment located therein or thereon, pursuant to which the
respective insurance companies waive subrogation or permit the insured, prior to
any loss, to agree with a third party to waive any claim it might have against
said third party. The waiver of subrogation or permission for waiver of any
claim herein before referred to shall extend to the agents of each party and its
employees and, in the case of Tenant, shall also extend to all other persons and
entities occupying or using the Demised Premises in accordance with the terms of
this lease. If and to the extent that such waiver or permission can be obtained
only upon payment of an additional charge, then, the party benefitting from the
waiver or permission shall pay such charge upon demand, or shall be deemed to
have agreed that the party obtaining the insurance coverage in question shall be
free of any further obligations under the provisions hereof relating to such
waiver or permission.

                                       12

<PAGE>


     Subject to the foregoing provisions of this Section 9.05, and insofar as
may be permitted by the terms of the insurance policies carried by it, (i) each
party hereby releases the other with respect to any claim (including a claim for
negligence) which it might otherwise have against the other party for loss,
damages or destruction with respect to its property by fire or other casualty
(including rental value or business interruption, as the case may be) occurring
during the term of this Lease covered by insurance and (ii) Tenant releases
other tenants but only to the extent that the policies of such other tenants
permit a similar waiver for the benefit of Tenant and such other tenant gives
such a waiver.


                                   ARTICLE 10

                          Damage by Fire or Other Cause


     Section 10.01. If the Demised Premises shall be damaged by fire or other
casualty, the damage shall be repaired by and at the expense of Landlord and the
minimum rent and additional rent provided in Article 22 until such repairs shall
be made, shall be apportioned according to the part of the Demised Premises
which is usable by Tenant. Landlord shall have no responsibility to repair any
damage to Tenant's work (as referred to in Section 5.01), the same being the
responsibility of Tenant. No penalty shall accrue for delays which may arise by
reason of adjustment of insurance by Landlord, unavoidable delays (as
hereinafter defined), or any other cause beyond Landlord's reasonable control.
Tenant shall give notice to Landlord promptly upon learning thereof in case of
fire or other damage to the Demised Premises. If the Demised Premises are
totally or substantially damaged or are rendered wholly or substantially
unusable by fire or any such other casualty, or if the Building shall be so
damaged that Landlord shall decide to demolish it or to rebuild it (whether or
not the Demised Premises shall have been damaged), Landlord at its election may
terminate this Lease by written notice to Tenant, within ninety (90) days after
such fire or other casualty, and thereupon the term of this Lease shall expire
by lapse of time upon the third (3rd) day after such notice is given, and Tenant
shall vacate and surrender the Demised Premises to Landlord. Tenant shall not be
liable under this Lease for anything accruing after the date of such expiration.
Tenant hereby waives the provisions of Section 227 of the Real Property Law, and
the provisions of this Article shall govern and control in lieu thereof.

     Section 10.02. No damages of compensation shall be payable by Landlord nor
shall Tenant make any claim for inconvenience, loss of business or annoyance
arising from any repair or restoration of any portion of the Demised Premises or
of the Building. Landlord shall use its best efforts to commence and

                                       13

<PAGE>


effect such repairs promptly and in such manner as not to unreasonably interfere
with Tenant's occupancy.


                                   ARTICLE 11

                       Assignment, Subletting, Mortgaging


     Section 11.01. Tenant will not, by operation of law or otherwise, assign,
mortgage or encumber this Lease, or sublet or permit the Demised Premises or any
part thereof to be occupied or used by others for desk space, mailing privileges
or otherwise, without Landlord's prior written consent 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, undertenant or occupant, and apply the net
amount collected to the rent herein reserved, but no assignment, underletting,
occupancy or collection shall be deemed a waiver of the provisions hereof, the
acceptance of the assignee, undertenant or occupant as tenant, or a release of
Tenant from the further performance by Tenant of covenants on the part of Tenant
herein contained. The consent by Landlord to any assignment, subletting,
mortgage or encumbrance shall not in any manner be construed to relieve Tenant
from obtaining Landlord's express consent to any other or further assignment,
subletting, mortgage or encumbrance. In no event shall any permitted sublessee
assign or encumber its sublease or further sublet all or any portion of its
sublet space, or otherwise suffer or permit the sublet space or any part thereof
to be used or occupied by others, without Landlord's prior written consent in
each instance.

     Section 11.02. If Tenant shall at any time or times during the term of this
Lease desire to assign this Lease or sublet all or part of the Demised Premises,
Tenant shall give notice thereof to Landlord, which notice shall be accompanied
by (a) a conformed or photostatic copy of the proposed assignment or sublease,
the effective or commencement date of which shall be not less than thirty (30)
nor more than 180 days after the giving of such notice, (b) a statement setting
forth in reasonable detail the identity of the proposed assignee or subtenant,
the nature of its business and its proposed use of the Demised Premises, and (c)
current financial information with respect to the proposed assignee or
subtenant, including, without limitation, its most recent financial report. Such
notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or
Landlord's designee) may, at its option, (i) sublease such space (hereinafter
called the "Leaseback Space") from Tenant upon the terms and conditions
hereinafter set forth (if the proposed transaction is a sublease of all or part
of the Demised Premises), (ii) terminate this Lease if the proposed transaction
is an assignment or a sublease (whether by one

                                       14

<PAGE>


sublease or a series of related or unrelated sublease) of all of substantially
all of the Demised Premises, or (iii) terminate this Lease with respect to the
Leaseback Space (if the proposed transaction is a sublease of part of the
Demised Premises). Said options may be exercised by Landlord by notice to Tenant
at any time within thirty (30) days after such notice has been given by Tenant
to Landlord; and during such thirty (30) day period Tenant shall not assign this
Lease nor sublet such space to any person.

     Section 11.03. If Landlord exercises its option to terminate this Lease in
the case where Tenant desires either to assign this Lease or sublet (whether by
one sublease or a series of related or unrelated subleases) all or substantially
all of the Demised Premises, then, this Lease shall end and expire on the date
that such assignment or sublet was to be effective or commence, as the case may
be, and the minimum rent and additional rent shall be paid and apportioned to
such date.

     Section 11.04. If Landlord exercises its option to terminate this Lease in
part in any case where Tenant desires to sublet part of the Demised Premises,
then, (a) this Lease shall end and expire with respect to such part of the
Demised Premises on the date that the proposed sublease was to commence; and (b)
from and after such date the minimum rent and additional rent shall be adjusted,
based upon the proportion that the rentable area of the Demised Premises
remaining bears to the total rentable area of the Demised Premises; and (c)
Tenant shall pay to Landlord, upon demand, the costs incurred by Landlord in
physically separating such part of the Demised Premises from the balance of the
Demised Premises and in complying with any laws and requirements of any public
authorities relating to such separation.

     Section 11.05. If Landlord exercises its option to sublet the Leaseback
Space, such sublease to Landlord or its designee (as subtenant) shall be at the
lower of (i) the rental rate per rentable square foot of minimum rent and
additional rent then payable pursuant to this Lease or (ii) the rentals set
forth in the proposed sublease, and shall be for the same term as that of the
proposed subletting, and such sublease:

          (a) shall be expressly subject to all of the covenants, agreements,
     terms, provisions and conditions of this Lease except such as are
     irrelevant or inapplicable, and except as otherwise expressly set forth to
     the contrary in this Section;

          (b) Such sublease shall be upon the same terms and conditions as those
     contained in the proposed sublease, except such as are irrelevant or
     inapplicable and except as otherwise expressly set forth to the contrary in
     this Section;

                                       15

<PAGE>

          (c) Such sublease shall give the sublessee the unqualified and
     unrestricted right, without Tenant's permission, to assign such sublease or
     any interest therein and/or to sublet the Leaseback Space or any part or
     parts of the Leaseback Space and to make any and all changes, alterations,
     and improvements in the space covered by such sublease at no cost or
     liability to Tenant and if the proposed sublease will result in all or
     substantially all of the Demised Premises being sublet, grant Landlord or
     its designee the option to extend the term of such sublease for the balance
     of the term of this Lease less one (1) day;

          (d) Such sublease shall provide that any assignee or further
     subtenant, of Landlord or its designee, may, at the election of Landlord,
     be permitted to make alterations, decorations and installations in the
     Leaseback Space or any part thereof and shall also provide in substance
     that any such alterations, decorations and installations in the Leaseback
     Space therein made by any assignee or subtenant of Landlord or its designee
     may be removed, in whole or in part, by such assignee or subtenant, at its
     option, prior to or upon the expiration or other termination of such
     sublease provided that such assignee or subtenant, at its expense, shall
     repair any damage and injury to that portion of the Leaseback Space so
     sublet caused by such removal; and

          (e) Such sublease shall also provide that (i) the parties to such
     sublease expressly negate any intention that any estate created under such
     sublease be merged with any other estate held by either of said parties,
     (ii) any assignment or subletting by Landlord or its designee (as the
     subtenant) may be for any purpose or purposes that Landlord, in Landlord's
     uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant,
     at Tenant's expense, shall and will at all times provide and permit
     reasonably appropriate means of ingress to and egress from the Leaseback
     Space so sublet by Tenant to Landlord or its designee, (iv) Landlord, at
     Tenant's expense, may make such alterations as may be required or deemed
     necessary by Landlord to physically separate the Leaseback Space from the
     balance of the Demised Premises and to comply with any laws and
     requirements of public authorities relating to such separation, and (v)
     that at the expiration of the term of such sublease, Tenant will accept the
     space covered by such sublease in its then existing condition, subject to
     the obligations of the sublessee to make such repairs thereto as may be
     necessary to preserve the premises demised by such sublease in good order
     and condition.

                                       16

<PAGE>

     Section 11.06. (a) If Landlord exercises its option to sublet the Leaseback
Space, Landlord shall indemnify and save Tenant harmless from all obligations
under this Lease as to the Leaseback Space during the period of time it is so
sublet to Landlord.

          (b) Performance by Landlord, or its designee, under a sublease of the
     Leaseback Space shall be deemed performance by Tenant of any similar
     obligation under this Lease and any default under any such sublease shall
     not give rise to a default under a similar obligation contained in this
     Lease, nor shall Tenant be liable for any default under this Lease or
     deemed to be in default hereunder if such default is occasioned by or
     arises from any act or omission of the tenant under such sublease or is
     occasioned by or arises from any act or omission of any occupant holding
     under or pursuant to any such sublease.

          (c) Tenant shall have no obligation, at the expiration or earlier
     termination of the term of this Lease, to remove any alteration,
     installation or improvement made in the Leaseback Space by Landlord.

     Section 11.07. In the event Landlord does not exercise an option provided
to it pursuant to Section 11.02 and provided that Tenant is not in default in
any of Tenant's obligations under this Lease, Landlord's consent (which must be
in writing and in form reasonably satisfactory to Landlord) to the proposed
assignment or sublease shall not be unreasonably withheld or delayed, provided
and upon condition that:

          (a) Tenant shall have complied with the provisions of Section 11.02
     and Landlord shall not have exercised its option under said Section 11.02
     within the time permitted therefor;

          (b) In Landlord's judgment, the proposed assignee or subtenant is
     engaged in a business and the Demised Premises, or the relevant part
     thereof, will be used in a manner which (i) is limited to the use expressly
     permitted under Sections 4.01 and 4.02 of this Lease, and (ii) is in
     keeping with the then standards of the Building;

          (c) The proposed assignee or subtenant is a reputable person of good
     character and with sufficient financial worth considering the
     responsibility involved, and Landlord has been furnished with reasonable
     proof thereof;

          (d) Neither (i) the proposed assignee or sublessee nor (ii) any person
     which, directly or indirectly, controls, is controlled by or


                                       17

<PAGE>

     is under common control with, the proposed assignee or sublessee, is then
     an occupant of any part of the Building, provided there is other comparable
     space in the Building available for leasing by Landlord;

          (e) The proposed assignee or sublessee is not a person with whom
     Landlord is currently negotiating to lease space in the Building;

          (f) The proposed sublease shall be in form reasonably satisfactory to
     Landlord and shall comply with the provisions of this Article;

          (g) Subject to the provisions of Section 11.02, at any one time there
     shall not be more than two (2) subtenants (including Landlord or its
     designee) in the Demised Premises;

          (h) Tenant shall reimburse Landlord on demand for any reasonable costs
     that may be incurred by Landlord in connection with said assignment or
     sublease, including, without limitation, the reasonable costs incurred in
     making investigations as to the acceptability of the proposed assignee or
     subtenant, and reasonable legal costs incurred in connection with the
     granting of any requested consent;

          (i) Tenant shall not have (i) advertised in any way the availability
     of the Demised Premises without prior notice to Landlord, (ii) listed the
     Demised Premises for subletting or assignment with a broker, agent or
     representative other than the then managing agent of the Building or other
     agent designed by Landlord, or (iii) listed the Demised Premises in any
     public media at a rental rate less than the minimum rent or additional rent
     at which Landlord is then offering to lease other space in the Building;
     and

          (j) The proposed subtenant or assignee shall not be entitled, directly
     or indirectly, to diplomatic or sovereign immunity and shall be subject to
     the service of process in and the jurisdiction of the courts of New York
     State.

     Except for any subletting by Tenant to Landlord or its designee pursuant to
the provisions of this Article, each subletting pursuant to this Article shall
be subject to all of the covenants, agreements, terms, provisions and conditions
contained in this Lease. Notwithstanding any such subletting other than to
Landlord or other than any such subletting to any other subtenant and/or
acceptance of rent or additional rent by Landlord from any subtenant, Tenant
shall and will remain fully liable for the payment for the minimum rent and
additional rent due and to become due hereunder

                                       18

<PAGE>


and for the performance of all the covenants, agreements, terms, provisions and
conditions contained in this Lease on the part of Tenant to be performed and all
acts and omissions of any licensee or subtenant or anyone claiming under or
through any subtenant which shall be in violation of any of the obligations of
this Lease, and any such violation shall be deemed to be a violation by Tenant.
Tenant further agrees that notwithstanding any such subletting, no other person
claiming through or under Tenant (except as provided in Section 11.05) shall or
will be made except upon compliance with and subject to the provisions of this
Article. If Landlord shall decline to give its consent to any proposed
assignment or sublease, or if Landlord shall exercise its option under Section
11.02, Tenant shall indemnify, defend and hold harmless Landlord against and
from any and all loss, liability, damages, costs and expenses (including
reasonable counsel fees) resulting from any claims that may be made against
Landlord by the proposed assignee or sublessee or by any brokers or other
persons claiming a commission or similar compensation in connection with the
proposed assignment or sublease.

     Section 11.08. In the event that (a) Landlord fails to exercise its options
under Section 11.02 and consents to a proposed assignment or sublease, and (b)
Tenant fails to execute and deliver the assignment or sublease to which Landlord
consented within ninety (90) days after the giving of such consent, then, Tenant
shall again comply with all of the provisions and conditions of Section 11.02
before assigning this Lease or subletting all or part of the Demised Premises.

     Section 11.09. With respect to each and every sublease or subletting
authorized by Landlord under the provisions of this Lease, it is further agreed:

          (a) No subletting shall be for a term ending later than one day prior
     to the expiration date of this Lease;

          (b) No sublease shall be valid, and no subtenant shall take possession
     of the Premises or any part thereof, until an executed counterpart of such
     sublease has been delivered to Landlord;

          (c) Each sublease shall provide that it is subject and subordinate to
     this Lease and to the matters to which this Lease is or shall be
     subordinate, and that in the event of termination, re-entry or dispossess
     by Landlord under this Lease Landlord may, at its option, take over all of
     the right, title and interest of Tenant, as sublessor, under such sublease,
     and such subtenant shall, at Landlord's option, attorn to Landlord pursuant
     to the then executory provisions of such sublease, except that Landlord
     shall not (i) be liable for any previous act or omission of Tenant under
     such sublease, (ii) be subject to any offset, not expressly provided in
     such sublease, which thereto accrued to such subtenant against Tenant, or
     (iii) be bound by any previous

                                       19

<PAGE>


     modification of such sublease or by any previous prepayment of more than
     one month's rent.

     Section 11.10. If Landlord gives its consent to any assignment of this
Lease or to any sublease, Tenant shall, in consideration therefor, pay to
Landlord, as additional rent:

          (a) in the case of an assignment of this Lease or an assignment by any
     sublease, an amount equal to one-half of all sums and other considerations
     paid to Tenant from the assignee for such assignment or paid to Tenant by
     any sublessee or other person claiming through or under Tenant for such
     assignment (including, but not limited to sums paid for the sale of
     Tenant's or sublessee's fixtures, leasehold improvements, less, in case of
     a sale thereof, the then net unamortized or undepreciated cost thereof
     determined on the basis of Tenant's or sublessee's federal income tax
     returns). The sums payable to Landlord under this Section 11.10(a) shall be
     paid to Landlord as and when paid by such assignee to Tenant; and

          (b) in the case of a sublease, an amount equal to one-half of the
     rents and charges and other consideration payable under the sublease to
     Tenant by the subtenant or paid to Tenant by any such sublessee or other
     person claiming through or under Tenant in connection with such subletting
     which is in excess of the minimum rent accruing during the term of the
     sublease in respect of the subleased space (at the rate per square foot
     payable by Tenant hereunder or such sublessee) pursuant to the terms of
     this Lease (including, but not limited to, sums paid for the sale or rental
     of Tenant's fixtures, leasehold improvements, less, in the case of the sale
     thereof, the then net unamortized or undepreciated cost thereof determined
     on the basis of Tenant's or sublessee's federal income tax returns). The
     sums payable to Landlord under this Section 11.10(b) shall be paid to
     Landlord as and when paid by such subtenant to Tenant.

          (c) For the purposes of computing the sums payable by Tenant to
     Landlord under subparagraphs (a) and (b) hereof, there shall be excluded
     from the consideration payable to Tenant by any assignee or sublessee any
     transfer taxes, rent concession, reasonable attorney's fees, reasonable
     brokerage commissions, advertising costs and fix-up costs paid by Tenant
     with respect to such assignment or subletting, but only to the extent any
     such sums are allocable to the period of this Lease (in the case of any
     assignment), or the term of any sublease.

     Section 11.11. If Tenant is a corporation, partnership, limited liability
company or other entity, the provisions of Section 11.01 shall apply to a

                                       20

<PAGE>


transfer (by one or more transfers) of a majority of the stock, partnership,
membership or other ownership interests of Tenant as if such transfer of a
majority of the stock, partnership, membership or other ownership interests of
Tenant were an assignment of this Lease; but said provisions and the provisions
of this Article 11 other than Sections 11.11 and 11.14, shall not apply to
transactions with a corporation, partnership, limited liability company or other
entity into or with which Tenant is merged or consolidated or to which
substantially all of Tenant's assets are transferred (provided such merger,
consolidation or transfer of assets is for a good business purpose and not
principally for the purpose of transferring the leasehold estate created by this
Lease) or to any corporation, partnership, limited liability company or other
entity which controls or is controlled by Tenant or is under common control with
Tenant, provided that in any of such events (i) the successor to Tenant has a
net worth computed in accordance with generally accepted accounting principles
at least equal to the net worth of Tenant immediately prior to such merger,
consolidation or transfer, and (ii) proof satisfactory to Landlord of such net
worth shall have been delivered to Landlord at least ten (10) days prior to the
effective date of any such transaction.

     Section 11.12. Any assignment or transfer of this Lease, whether made with
Landlord's consent pursuant to Section 11.07 or without Landlord's consent
pursuant to Section 11.11, shall be made only if, and shall not be effective
until, the assignee shall execute, acknowledge and deliver to Landlord an
agreement in form and substance reasonably satisfactory to Landlord whereby the
assignee shall assume the obligations of this Lease on the part of Tenant to be
performed or observed and whereby the assignee shall agree that the provisions
in this Article 11 shall, notwithstanding such assignment or transfer, continue
to be binding upon it in respect of all future assignments and transfers. The
original named Tenant covenants that, notwithstanding any assignment or
transfer, whether or not in violation of the provisions of this Lease, and
notwithstanding the acceptance of minimum rent and/or additional rent by
Landlord from an assignee, transferee, or any other party, the original named
Tenant shall remain fully liable for the payment of the minimum rent and
additional rent and for the other obligations of this Lease on the part of
Tenant to be performed or observed.

     Section 11.13. The joint and several liability of Tenant and any immediate
or remote successor in interest of Tenant and the due performance of the
obligations of this Lease on Tenant's part to be performed or observed shall not
be discharged, released or impaired in any respect by any agreement or
stipulation made by Landlord extending the time of, or modifying any of the
obligations of, this Lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this Lease.

     Section 11.14. The listing of any name other than that of Tenant, whether
on the doors of the Demised Premises, or the Building directory, if any, or
otherwise, shall not operate to vest any right or interest in this Lease or in
the

                                       21

<PAGE>


Demised Premises, nor shall it be deemed to be the consent of Landlord to any
assignment or transfer of this Lease, to any sublease of the Demised Premises,
or to the use or occupancy thereof by others.


                                   ARTICLE 12

                  Liability of Landlord and Indemnity by Tenant


     Section 12.01. Tenant shall indemnify Landlord, its members, stockholders,
directors, officers, agents, contractors and employees against and save
Landlord, its members, stockholders, directors, officers, agents, contractors
and employees harmless from any liability to and claim by or on behalf of any
person, firm, governmental authority, corporation or entity for personal injury,
death or property damage, arising:

          (a) from the use by Tenant of the Demised Premises, or from any work
     whatsoever done or omitted to be done by Tenant, its employees, agents,
     contractors, customers, invitees; and

          (b) from any breach or default by Tenant of and under any of the
     terms, covenants and conditions of this Lease on Tenant's part to be
     performed.

     Tenant also shall indemnify Landlord, its members, stockholders, directors,
officers, agents, contractors and employees against and save Landlord, its
members, stockholders, directors, officers, agents, contractors and employees
harmless from all costs, reasonable counsel fees, expenses and penalties
incurred by Landlord in connection with any such liability or claim other than
such liability or claim incurred as a result of Landlord's negligence or willful
misconduct.

     If any action or proceeding shall be brought against Landlord, its members,
stockholders, directors, officers, agents, contractors and employees in
connection with any such liability or claim, Tenant, on notice from Landlord,
shall defend such action or proceeding, at Tenant's expense, by counsel
reasonably satisfactory to Landlord, or by the attorney for Tenant's insurance
carrier whose insurance policy covers the liability or claim.

     Section 12.02. Landlord shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the Building, nor for the loss of
or damage to any property of Tenant by theft or otherwise. Landlord and its
agents shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain or snow or leaks

                                       22

<PAGE>


from any part of the Building or from the pipes, appliances or plumbing works or
from the roof, street or sub-surface or from any other place or by dampness; nor
shall Landlord be liable for any such damage caused by other tenants or persons
in the Building or caused by operations in construction of any public or
quasi-public work; nor shall Landlord be liable for any latent defect in the
Demised Premises or in the Building. If, at any time any windows of the Demised
Premises are permanently closed, darkened or bricked up by reason of the
requirements of law or temporarily closed or darkened by reason of repairs,
alterations or maintenance by Landlord, Landlord shall not be liable for any
damage Tenant may sustain thereby and Tenant shall not be entitled to any
compensation therefor nor abatement of rent nor shall the same release Tenant
from its obligations hereunder nor constitute an eviction. (Reference
hereinabove to Landlord shall for all purposes be deemed to include the
Overlandlord as defined in Article 25.)

     Tenant shall reimburse and compensate Landlord, as additional rent, within
ten (10) days after rendition of a statement for all expenditures made and for
all losses, liabilities, claims, damages, fines, penalties and expenses incurred
by Landlord arising from any default by Tenant under this Lease.

     Tenant shall give immediate notice to Landlord upon its discovery of
accidents in the Demised Premises.

     Section 12.03. If in this Lease it is provided that Landlord's consent or
approval as to any matter will not be unreasonably withheld, and it is
established by a court or body having final jurisdiction thereover that Landlord
has been unreasonable, the only effect of such finding shall be that Landlord
shall be deemed to have given its consent or approval; but Landlord shall not be
liable to Tenant in any respect for money damages by reason of withholding its
consent.


                                   ARTICLE 13

                            Moving of Heavy Equipment


     Tenant shall not move any safe, heavy equipment or bulky matter in or out
of the Building without Landlord's written consent, which shall not be
unreasonably withheld. If the movement of such items requires special handling,
Tenant agrees to employ only persons holding a Master Rigger's License to do
said work and all such work shall be done in full compliance with the
Administrative Code of the City of New York and other municipal requirements.
All such movements shall be made during hours which will least interfere with
the normal operations of the

                                       23

<PAGE>


Building, and all damage caused by such movement shall be promptly repaired by
Tenant at Tenant's expense.


                                   ARTICLE 14

                                  Condemnation


     Section 14.01. In the event that the whole of the Demised Premises shall be
condemned or taken in any manner for any public or quasi-public use, this Lease
and the term and estate hereby granted shall forthwith cease and terminate as of
the date of vesting of title. In the event that only a part of the Demised
Premises shall be so condemned or taken, then, effective as of the date of
vesting of title, the minimum rent and additional rent hereunder for such part
shall be equitably abated and this Lease shall continue as to such part not so
taken. In the event that only a part of the Building shall be so condemned or
taken, then (a) if substantial structural alteration or reconstruction of the
Building shall, in the reasonable opinion of Landlord, be necessary or
appropriate as a result of such condemnation or taking (whether or not the
Demised Premises be affected), Landlord may, at its option, terminate this Lease
and the term and estate hereby granted as of the date of such vesting of title
by notifying Tenant in writing of such termination within sixty (60) days
following the date on which Landlord shall have received notice of the vesting
of title, or (b) if Landlord does not elect to terminate this Lease, as
aforesaid, this Lease shall be and remain unaffected by such condemnation or
taking, except that the minimum rent and additional rent shall be abated to the
extent, if any, hereinbefore provided. In the event that only a part of the
Demised Premises shall be so condemned or taken and this Lease and the term and
estate hereby granted are not terminated as hereinbefore provided, Landlord, out
of the portion of the award allocated for such purpose and to the extent such
award is sufficient, will restore with reasonable diligence the remaining
structural portions of the Demised Premises as nearly as practicable to the same
condition as it was in prior to such condemnation or taking.

     Section 14.02. In the event of termination in any of the cases hereinabove
provided, this Lease and the term and estate hereby granted shall expire as of
the date of such termination with the same effect as if that were the Expiration
Date and the rent hereunder shall be apportioned as of such date.

     Section 14.03. In the event of any condemnation or taking hereinabove
mentioned of all or a part of the Building, Landlord shall be entitled to
receive the entire award in the condemnation proceeding, including any award
made for the value of the estate vested by this Lease in Tenant, and Tenant
hereby
                                       24

<PAGE>


expressly assigns to Landlord any and all right, title and interest of Tenant
now or hereafter arising in or to any such award or any part thereof, and Tenant
shall be entitled to receive no part of such award. Notwithstanding the
foregoing, Tenant may make a separate claim for Tenant's moveable trade fixtures
and moving expenses, provided the same shall not affect or reduce Landlord's
award.


                                   ARTICLE 15

             Entry, Right to Change Public Portions of the Building


     Section 15.01. Tenant shall permit Landlord to erect, use and maintain
pipes and conduits in and through the walls, within the ceiling or below the
floors of the Demised Premises. Landlord, or its agents or designee shall have
the right, on prior written notice (except no notice in an emergency), to enter
the Demised Premises for the purpose of making such repairs or alterations as
Landlord shall desire, shall be required or shall have the right to make under
the provisions of this Lease, provided such work is made in a manner not to
unreasonably interfere with Tenant's regular business operations in the Demised
Premises; and shall also have the right to enter the Demised Premises for the
purpose of inspecting them or exhibiting them to prospective purchasers or
lessees of the Building or to prospective mortgagees or to prospective assignees
of any such mortgagees. Landlord shall, during the progress of any work in the
Demised Premises, be allowed to take all material into and upon the Demised
Premises that may be required for the repairs or alterations above mentioned
without the same constituting an eviction of Tenant in whole or in part and the
rent reserved shall in no wise abate, except as otherwise provided in this
Lease, while said repairs or alterations are being made.

     Section 15.02. During the nine (9) months prior to the expiration of the
term of this Lease, Landlord may exhibit the Demised Premises to prospective
tenants.

     Section 15.03. Landlord shall have the right at any time without thereby
creating an actual or constructive eviction or incurring any liability to Tenant
therefor, to change the arrangement or location of such of the following as are
not contained within the Demised Premises: entrances, passageways, doors and
doorways, corridors, elevators, stairs, toilets, and other like public service
portions of the Building, provided such changes do not interfere with Tenant's
access to the Demised Premises; and to put so-called "solar film" or other
energy-saving installations on the inside and outside of the windows. All parts
(except surfaces facing the interior of the Demised Premises) of all walls,
windows and doors bounding the Demised Premises (including exterior Building
walls, exterior core corridor walls,

                                       25

<PAGE>


exterior doors and entrances), all space in or adjacent to the Demised Premises
used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms,
heating, air cooling, plumbing and other mechanical facilities, service closets
and other Building facilities are not part of the Demised Premises and Landlord
shall have the use thereof, as well as access thereto through the Demised
Premises for the purposes of operation, maintenance, alteration and repair.

     Section 15.04. Landlord shall have the right at any time to name the
Building as it desires and to change any and all such names at any time
thereafter.


                                   ARTICLE 16

                          Conditional Limitations, Etc.


     Section 16.01. If at any time during the term of this Lease:

          (a) Tenant or any guarantor of this Lease shall file a petition in
     bankruptcy or insolvency or for reorganization or arrangement or for the
     appointment of a receiver of all or a portion of Tenant's or such
     guarantor's property, or

          (b) Any petition of the kind referred to in subdivision (a) of this
     Section shall be filed against Tenant or such guarantor and such petition
     shall not be vacated, discharged or withdrawn within ninety (90) days, or

          (c) Tenant or such guarantor shall be adjudicated a bankrupt by any
     court, or

          (d) Tenant or such guarantor shall make an assignment for the benefit
     of creditors, or

          (e) a permanent receiver shall be appointed for the property of Tenant
     or such guarantor by order of a court of competent jurisdiction by reason
     of the insolvency of Tenant or such guarantor (except where such receiver
     shall be appointed in an involuntary proceeding, if he shall not be
     withdrawn within ninety (90) days after the date of his appointment),

                                       26

<PAGE>


then Landlord, at Landlord's option, may terminate this Lease on five (5) days'
notice to Tenant, and upon such termination, Tenant shall quit and surrender the
Demised Premises to Landlord.

          Section 16.02 (a) If Tenant assumes this Lease and proposes to assign
     the same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. ss.
     101 et seq. (the "Bankruptcy Code") to any person or entity who shall have
     made a bona fide offer to accept an assignment of this Lease on terms
     acceptable to Tenant, then notice of such proposed assignment, setting
     forth (i) the name and address of such person, (ii) all of the terms and
     conditions of such offer, and (iii) the adequate assurance to be provided
     Landlord to assure such person's future performance under the Lease,
     including, without limitation, the assurance referred to in section
     365(b)(1) of the Bankruptcy Code, shall be given to Landlord by Tenant not
     later than twenty (20) days after receipt by Tenant but in no event later
     than ten (10) days prior to the date that Tenant shall make application to
     a court of competent jurisdiction for authority and approval to enter into
     such assignment and assumption, and Landlord shall thereupon have the prior
     right and option, to be exercised by notice to Tenant given at any time
     prior to the effective date of such proposed assignment, to accept an
     assignment of this Lease upon the same terms and conditions and for the
     same consideration, if any, as the bona fide offer made by such person,
     less any brokerage commissions which may be payable out of the
     consideration to be paid by such person for the assignment of this Lease.

          (b) If this Lease is assigned to any person or entity pursuant to the
     provisions of the Bankruptcy Code, any and all monies or other
     considerations payable or otherwise delivered in connection with such
     assignment shall be paid or delivered to Landlord, shall be and remain the
     exclusive property of Landlord and shall not constitute property of Tenant
     or of the estate of Tenant within the meaning of the Bankruptcy Code. Any
     and all monies or other considerations constituting Landlord's Property
     under the preceding sentence not paid or delivered to Landlord shall be
     held in trust for the benefit of Landlord and shall be promptly paid to
     Landlord.

          (c) Any person or entity to which this Lease is assigned pursuant to
     the provisions of the Bankruptcy Code, shall be deemed without further act
     or deed to have assumed all of the obligations arising under this Lease on
     and after the date of such assignment. Any such assignee shall upon demand
     execute and deliver to Landlord an instrument confirming such assumption.

                                       27

<PAGE>


          (d) Nothing contained in this Section shall, in any way, constitute a
     waiver of the provisions of this Lease relating to assignment. Tenant shall
     not, by virtue of this Section, have any further rights relating to
     assignment other than those granted in the Bankruptcy Code.

          (e) Notwithstanding anything in this Lease to the contrary, all
     amounts payable by Tenant to or on behalf of Landlord under this Lease,
     whether or not expressly denominated as rent, shall constitute rent for the
     purposes of Section 502(b)(6) of the Bankruptcy Code.

          (f) The term "Tenant" as used in this Section includes any trustee,
     debtor in possession, receiver, custodian or other similar officer.

                  Section 16.03. If this Lease shall terminate pursuant to the
provisions of Section 16.01:

          (a) Landlord shall be entitled to recover from Tenant arrears in
     minimum rent and additional rent and, in addition thereto as liquidated
     damages, an amount equal to the difference between the minimum rent and
     additional rent for the unexpired portion of the term of this Lease which
     had been in force immediately prior to the termination effected under
     Section 16.01 of this Article and the fair and the reasonable rental value
     of the Demised Premises, on the date of termination, for the same period,
     both discounted at the rate of eight (8%) percent per annum to the date of
     termination; or

          (b) Landlord shall be entitled to recover from Tenant arrears in
     minimum rent and additional rent and, in addition thereto as liquidated
     damages, an amount equal to the maximum allowed by 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 or less
     than the amount referred to in subdivision (a) of this Section.

          Section 16.04. (a) If Tenant shall fail to make any payment of any
     minimum rent or additional rent when the same becomes due and payable, or
     if Tenant shall fail to cancel or discharge any lien referred to in Section
     17.02, or if the Demised Premises become deserted, and if any such default
     shall continue for a period of five (5) days after notice thereof by
     Landlord, or

                                       28

<PAGE>


          (b) If Tenant shall be in default in the performance of any of the
     other terms, covenants and conditions of this Lease and such default shall
     not have been remedied within thirty (30) days after notice by Landlord to
     Tenant specifying such default and requiring it to be remedied; or where
     such default reasonably cannot be remedied within such period of thirty
     (30) days, if Tenant shall not have commenced the remedying thereof within
     such period of time and shall not be proceeding with due diligence to
     remedy it,

then Landlord, at Landlord's election, may terminate this Lease on five (5)
days' notice to Tenant, and upon such termination Tenant shall quit and
surrender the Demised Premises to Landlord.

     Section 16.05. If this Lease shall terminate as provided in this Article or
if Tenant shall be in default in the payment of minimum rent or additional rent
when the same become due and payable, and such default shall continue for a
period of five (5) days after notice by Landlord to Tenant,

          (a) Landlord may re-enter and resume possession of the Demised
     Premises and remove all persons and property therefrom either by summary
     dispossess proceedings or by a suitable action or proceeding, at law or in
     equity, without being liable for any damages therefor, and

          (b) Landlord may re-let the whole or any part of the Demised Premises
     for a period equal to, greater or less than the remainder of the then term
     of this Lease, at such rental and upon such terms and conditions as
     Landlord shall deem reasonable to any tenant it may deem suitable and for
     any use and purpose it may deem appropriate. Landlord shall not be liable
     in any respect for failure to re-let the Demised Premises or, in the event
     of such re-letting, for failure to collect the rent thereunder and any sums
     received by Landlord on a re-letting in excess of the rent reserved in this
     Lease shall belong to Landlord.

     Section 16.06. If this Lease shall terminate as provided in this Article or
by summary proceedings (except as to any termination under Section 16.01),
Landlord shall be entitled to recover from Tenant as damages, in addition to
arrears in minimum rent and additional rent,

          (a) an amount equal to (i) all expenses incurred by Landlord in
     recovering possession of the Demised Premises and in connection with the
     re-letting of the Demised Premises, including, without limitation, the cost
     of repairing, renovating or remodeling the Demised Premises, (ii) the cost
     of performing any work required to be

                                       29

<PAGE>


     done by Tenant under this Lease, (iii) the cost of placing the Demised
     Premises in the same condition as that in which Tenant is required to
     surrender them to Landlord under this Lease, and (iv) all brokers'
     commissions and legal fees incurred by Landlord in re-letting the Demised
     Premises, which amounts set forth in this subdivision (a) shall be due and
     payable by Tenant to Landlord at such time or times as they shall have been
     incurred; and

          (b) an amount equal to the deficiency between the minimum rent and
     additional rent which would have become due and payable had this Lease not
     terminated and the net amount, if any, of rent collected by Landlord on
     re-letting the Demised Premises. The amounts specified in this subdivision
     shall be due and payable by Tenant on the several days on which such
     minimum rent and additional rent would have become due and payable had this
     Lease not terminated. Tenant consents that Landlord shall be entitled to
     institute separate suits or actions or proceedings for the recovery of such
     amount or amounts, and Tenant hereby waives the right to enforce or assert
     the rule against splitting a cause of action as a defense thereto.

          Landlord, at its election, which shall be exercised by the service of
     a notice on Tenant, at any time after such termination of this Lease, may
     collect from Tenant and Tenant shall pay, in lieu of the sums becoming due,
     under the provisions of subdivision (b) of this Section, an amount equal to
     the difference between the minimum rent and additional rent which would
     have become due and payable had this Lease not terminated (from the date of
     the service of such notice to the end of the term of this Lease which had
     been in force immediately prior to any termination effected under this
     Article) and the then fair and reasonable rental value of the Demised
     Premises for the same period, both discounted to the date of the service of
     such notice at the rate of eight (8%) percent per annum.

     Section 16.07. Tenant, for itself and for all persons claiming through or
under it, hereby waives any and all rights which are or may be conferred upon
Tenant by any present or future law to redeem the Demised Premises after a
warrant to dispossess shall have been issued or after judgment in an action of
ejectment shall have been made and entered.

     Section 16.08. The words "re-enter" and "re-entry", as used in this
Article, are not restricted to their technical legal meanings.

     Section 16.09. Landlord shall not be required to give any notice of its
intention to re-enter, except as otherwise provided in this Lease.

                                       30

<PAGE>


     Section 16.10. In any action or proceeding brought by Landlord against
Tenant, predicated on a default in the payment of minimum rent or additional
rent, Tenant shall not have the right to and shall not interpose any set-off or
counterclaim of any kind whatsoever, other than a claim which would be legally
barred for failure to raise as a counterclaim in such action or proceeding. If
Tenant has any claim, Tenant shall be entitled only to bring an independent
action therefor; and if such independent action is brought by Tenant, Tenant
shall not be entitled to and shall not consolidate it with any pending action or
proceeding brought by Landlord against Tenant for a default in the payment of
minimum rent or additional rent.


                                   ARTICLE 17

                                Mechanic's Liens


     Section 17.01. If, subject to and notwithstanding Landlord's consent as
required under this Lease, Tenant shall cause any changes, alterations,
additions, improvements, installations or repairs to be made to or at the
Demised Premises or shall cause any labor to be performed or material to be
furnished in connection therewith, neither Landlord nor the Demised Premises,
under any circumstances, shall be liable for the payment of any expense incurred
or for the value of any work done or material furnished, and all such changes,
alterations, additions, improvements, installations and repairs and labor and
material shall be made, furnished and performed upon Tenant's credit alone and
at Tenant's expense, and Tenant shall be solely and wholly responsible to
contractors, laborers, and materialmen furnishing and performing such labor and
material. Nothing contained in this Lease shall be deemed or construed in any
way as constituting the consent or request of Landlord, express or implied, to
any contractor, laborer or materialman to furnish to perform any such labor or
material.

     Section 17.02. If, because of any act or omission (or alleged act or
omission) of Tenant any mechanic's or other lien, charge or order for the
payment of money shall be filed against the Demised Premises or the Building or
Landlord's estate as tenant under any ground or underlying lease (whether or not
such lien, charge or order is valid or enforceable as such), for work claimed to
have been for, or materials furnished to, Tenant, Tenant, at Tenant's expense,
shall cause it to be cancelled or discharged of record by bonding or otherwise
within twenty (20) days after such filing, and Tenant shall indemnify Landlord
against and save Landlord harmless from and shall pay all reasonable costs,
expenses, losses, fines and penalties, including, without limitation, reasonable
attorneys' fees resulting therefrom.


                                       31

<PAGE>

                                   ARTICLE 18

                Landlord's Right to Perform Tenant's Obligations


     If Tenant shall default in the performance of any of the terms or covenants
and conditions of this Lease, Landlord, without being under any obligation to do
so and without hereby waiving such default, may remedy such default for the
account and at the expense of Tenant. Any payment made or expense incurred by
Landlord for such purpose (including, but not limited to, reasonable attorneys'
fees) with interest at the maximum legal rate, shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Landlord on demand, or at
Landlord's election, added to any subsequent installment or installments of
minimum rent.


                                   ARTICLE 19

                           Covenant of Quiet Enjoyment


     Landlord covenants that upon Tenant paying the minimum rent and additional
rent and observing and performing all the terms, covenants and conditions of
this Lease on Tenant's part to be observed and performed, Tenant may peaceably
and quietly enjoy the Demised Premises, subject nevertheless to the terms and
conditions of this Lease, and provided, however, that no eviction of Tenant by
reason of the foreclosure of any mortgage nor or hereafter affecting the Demised
Premises or by reason of any termination of any ground or underlying lease to
which this Lease is subject and subordinate, whether such determination is by
operation of law, by agreement or otherwise, shall be construed as a breach of
this covenant nor shall any action be brought against Landlord by reason
thereof.


                                   ARTICLE 20

                                   Excavation


     In the event that construction is to be commenced or an excavation is made
or authorized for building or other purposes upon land adjacent to the Building,
Tenant shall, if necessary, afford to the person or persons causing or
authorized to commence construction or cause such excavation or to engage in
such other

                                       32

<PAGE>


purpose, license to enter upon the Demised Premises for the purpose of doing
such work as shall reasonably be necessary to protect or preserve the Building,
from injury or damage and to support the Building and any new structure to be
built by proper foundations, pinning and/or underpinning, or otherwise.


                                   ARTICLE 21

                             Services and Equipment


     Section 21.01. Landlord shall, at its cost and expense:

          (a) Provide operatorless passenger elevator service Mondays through
     Fridays from 8:00 A.M. to 6:00 P.M., holidays excepted. A passenger
     elevator will be available at all other times. A freight elevator shall be
     available Mondays through Fridays, holidays excepted, only from 8:00 to
     6:00 P.M. The freight elevator shall be available on a "first come, first
     served" basis during the said days and hours and on a reservation "first
     come, first served" basis other than on said days and hours at Landlord's
     customary charges therefor.

          (b) Maintain and repair the Building standard heating, ventilating and
     air conditioning system servicing the Demised Premises (the "HVAC System")
     installed by Landlord, except for those repairs which are the obligation of
     Tenant pursuant to Article 6 of this Lease. The HVAC System will be
     operated by Landlord as and when required by law, or for the comfortable
     occupancy of the Demised Premises (as determined by Landlord) during the
     applicable seasons on Mondays through Fridays, holidays excepted, from 8:00
     A.M. to 6:00 P.M.; provided that Tenant shall draw and close the draperies
     or blinds for the windows of the Demised Premises whenever the HVAC system
     is in operation and the position of the sun so requires and shall, at all
     times, cooperate fully with Landlord and abide by all of the Rules and
     Regulations which Landlord may prescribe for the proper functioning of the
     HVAC System. The on-floor portion of the HVAC System will be controlled by
     Landlord, except for the thermostatic controls within the Demised Premises.
     Landlord agrees to operate the HVAC System servicing the Demised Premises
     in accordance with their design criteria unless energy and/or water
     conservation programs, guidelines or laws and/or requirements of public
     authorities, shall provide for any reduction in operations below said
     design criteria in which case such equipment shall be operated so as to
     provide reduced service in accordance

                                       33

<PAGE>


     therewith. Tenant shall not be permitted to make any adjustments to the
     HVAC System except by use of thermostatic controls within the Demised
     Premises. Tenant agrees to maintain the thermostatic controls within the
     Demised Premises set within the range of settings mandated by any laws
     and/or requirements of public authorities or governmental standards for
     temperature or energy related matters. Tenant expressly acknowledges that
     some or all windows are or may be hermetically sealed and will not open and
     Landlord makes no representation as to the habitability of the Demised
     Premises at any time the HVAC System is not in operation. Tenant hereby
     expressly waives any claims against Landlord arising out of the cessation
     of operation of the HVAC System, or the suitability of the Demised Premises
     when the same is not in operation, whether due to normal scheduling or the
     reasons set forth in Section 21.03. Landlord will not be responsible for
     the failure of the HVAC System if such failure results from the occupancy
     of the Demised Premises by more than an average of one (1) person for each
     one hundred (100) square feet in any separate room or area or if Tenant
     shall install and operate machines, incandescent lighting and appliances
     the total connected electrical load in excess of the Building's electrical
     specifications, as determined by Landlord's consulting engineers. If Tenant
     shall occupy the Demised Premises at an occupancy rate of greater than that
     for which the HVAC System was designed, or if the total connected
     electrical load is in excess of the Building's electrical specifications,
     as determined by Landlord's consulting engineers, or if Tenant's partitions
     shall be arranged in such a way as to interfere with the normal operation
     of the HVAC System, Landlord may elect to make changes to the HVAC System
     or the ducts through which it operates required by reason thereof, and the
     cost thereof shall be reimbursed by Tenant to Landlord, as additional rent,
     within twenty (20) days after presentation of a bill therefor. Landlord,
     throughout the term, shall have free access to all mechanical installations
     of Landlord, including but not limited to air-cooling, fan, ventilating and
     machine rooms and electrical closets, and Tenant shall not construct
     partitions or other obstructions that may interfere with Landlord's free
     access thereto, or interfere with the moving of Landlord's equipment to and
     from the enclosures containing said installations. Neither Tenant nor any
     person or entity within Tenant's control shall at any time enter the said
     enclosures or tamper with, adjust, touch or otherwise in any manner affect
     said mechanical installations, except as set forth herein with respect to
     the thermostatic controls within the Demised Premises.

          (c) Provide Building standard cleaning services in Tenant's office
     space and public portions of the Building, except no services shall be
     performed Saturdays, Sundays and holidays, in

                                       34

<PAGE>


     accordance with Schedule "D" annexed hereto and made part hereof. If,
     however, any additional cleaning of the Demised Premises is to be done by
     Tenant, it shall be done at Tenant's sole expense, in a manner reasonably
     satisfactory to Landlord and no one other than persons approved by Landlord
     shall be permitted to enter the Demised Premises or the Building for such
     purpose. Tenant shall pay to Landlord the cost of removal of any of
     Tenant's refuse and rubbish from the Demised Premises and the Building (i)
     to the extent that the same, in any one day, exceeds the average daily
     amount of refuse and rubbish usually attendant upon the use of such Demised
     Premises as offices, as described and included in Landlord's cleaning
     contract for the Building or recommended by Landlord's cleaning contractor,
     and (ii) related to or deriving from the preparation of consumption of food
     or drink. Bills for the same shall be rendered by Landlord to Tenant at
     such time as Landlord may elect and shall be due and payable as additional
     rent within ten (10) days after the time rendered. Tenant, at Tenant's
     expense, shall cause the Demised Premises to be treated against infestation
     by vermin, rodents or roaches, whenever there is evidence of any
     infestation caused by Tenant. Tenant shall not permit any person or enter
     the Demised Premises or the Building for the purpose of providing such
     extermination services, unless such persons have been approved by Landlord.

          (d) Furnish hot and cold water for lavatory and drinking purposes. If
     Tenant requires, uses or consumes water for any other purposes, Landlord
     may install a meter or meters or other means to measure Tenant's water
     consumption, and Tenant shall reimburse Landlord for the cost of the meter
     or meters and the installation thereof, and shall pay for the maintenance
     of said meter equipment and/or pay Landlord's cost of other means of
     measuring such water consumption by Tenant. Tenant shall pay to Landlord on
     demand the cost of all water consumed as measured by said meter or meters
     or as otherwise measured, including sewer rents.

          (e) If Tenant shall require and request any of the foregoing services
     at times other than above provided, and if such request is made at least
     twenty-four (24) hours prior to the time when such additional services are
     required, Landlord will provide them and Tenant shall pay to Landlord
     promptly thereafter the charges therefor at the then Building standard rate
     charged to other tenants in the Building.

     Section 21.02. Holidays shall be deemed to mean all federal holidays, state
holidays and Building Service Employees Union Contract holidays.

                                       35

<PAGE>

     Section 21.03. Landlord reserves the right to interrupt, curtail or suspend
the services required to be furnished by Landlord under this Lease when
necessary by reason of accident, emergency, mechanical breakdown or when
required by any law, order or regulation of any Federal, State, County or
Municipal authority, or for any other cause beyond the control of Landlord.
Landlord shall use due diligence to complete all required repairs or other
necessary work as quickly as possible so that Tenant's inconvenience resulting
therefrom may be for as short a period of time as circumstances will reasonably
permit. Tenant shall not be entitled to nor shall Tenant make claim for any
diminution or abatement of minimum rent or additional rent or other
compensation, nor shall this Lease or any of the obligations of Tenant be
affected or reduced by reason of such interruption, curtailment, suspension,
work or inconvenience.

     Section 21.04. Tenant shall reimburse Landlord promptly for the actual
out-of-pocket cost to Landlord of removal from the Demised Premises and the
Building of any refuse and rubbish of Tenant not covered by the Cleaning
Specifications (Schedule D) and Tenant shall pay all bills therefor when
rendered.

     Section 21.05. If Tenant shall request Landlord to furnish any services in
addition to those hereinabove provided or perform any work not required under
this Lease, and Landlord agrees to furnish and/or perform the same, Tenant shall
pay to Landlord promptly thereafter the charges therefor, which charges are
deemed to be additional rent and payable as such.


                                   ARTICLE 22

                                   Escalation


     Section 22.01. Taxes. Tenant shall pay to Landlord, as additional rent, tax
escalation in accordance with this Section:

          (a) Definitions: For the purpose of this Section, the following
     definitions shall apply:

               (i) The term "Tax Base Factor" shall mean the real estate taxes
          for the Building Project for the period from July 1, 1999 to June 30,
          2000, as finally determined.

               (ii) The term "The Building Project" shall mean the parcel of
          land described in Schedule B of this

                                       36

<PAGE>

          Lease with all the present improvements existing and erected thereon.

               (iii) The term "comparative tax year" shall mean the New York
          City real estate tax year commencing on July 1, 2000 and each
          subsequent New York City real estate tax year. If the present use of
          July 1-June 30 New York City real estate tax year shall hereafter be
          changed, then such changed tax year shall be used with appropriate
          adjustment for the transition.

               (iv) The term "Real Estate Taxes" shall mean the total of all
          taxes, special or other assessments and charges of any Special
          Business Improvement District levied, assessed or imposed at any time
          by any governmental authority: (a) upon or against the Building
          Project, and (b) in connection with the receipt of income or rents
          from the Building Project to the extent that same shall be in lieu of
          all or a portion of any of the aforesaid taxes or assessments, or
          additions or increases thereof. Income, franchise, transfer,
          inheritance, corporate, mortgage recording or capital stock taxes of
          Landlord, or penalties or interest thereon, shall be excluded from
          "Real Estate Taxes" for the purposes hereof. If, due to a future
          change in the method of taxation or in the taxing authority, or for
          any other reason, a franchise, income, transit, profit or other tax or
          governmental imposition, however designated, shall be levied against
          Landlord in substitution in whole or in part for the Real Estate
          Taxes, or in lieu of or addition to or increase of Real Estate Taxes,
          then such franchise, income, transit, profit or other tax or
          governmental imposition shall be included within "Real Estate Taxes."
          Tenant acknowledges that the Tax Escalation Payment (as hereinafter
          defined) constitutes a method by which Landlord is seeking to
          compensate for increases in expenses and that the Tax Escalation
          Payment shall be calculated and paid by Tenant to Landlord whether or
          not Real Estate Taxes have then been paid by Landlord.

               (v) The term "the Percentage" for purposes of computing tax
          escalation, shall mean 1.237%.

                                       37

<PAGE>

          (b) (i) In the event that the Real Estate Taxes payable for any
     comparative tax year shall exceed the Tax Base Factor, Tenant shall pay to
     Landlord, as additional rent for such comparative tax year, an amount for
     tax escalation ("Tax Escalation Payment")equal to the Percentage of the
     excess. Before or after the start of each Comparative Tax Year, Landlord
     shall furnish to Tenant a statement of the Tax Escalation Payment payable
     for such Comparative Tax Year. Tenant shall make its aforesaid Tax
     Escalation Payment to Landlord, in installments in the same manner and not
     later than thirty (30) days prior to the last date that Real Estate Taxes
     are payable by Landlord to the governmental authority. If a statement is
     furnished to Tenant after the commencement of the Comparative Tax Year in
     respect of which such statement is rendered, Tenant shall, within ten (10)
     days thereafter, pay to Landlord an amount equal to those installments of
     the total Tax Escalation Payment then due. If, during the term of this
     Lease, Real Estate Taxes are required to be paid, in full or in monthly or
     other installments, on any other date or dates than as presently required,
     or if Landlord shall be required to make monthly deposits of Real Estate
     Taxes to the holder of any mortgage, then Tenant's Tax Escalation
     Payment(s) shall be correspondingly adjusted so that the same are due to
     Landlord in corresponding installments not later than thirty (30) days
     prior to the last date on which the applicable installment of such Real
     Estate Taxes shall be due and payable to the governmental authority or such
     mortgagee.

          (ii) If in any tax certiorari proceeding regarding Real Estate Taxes
     payable for any Comparative Tax Year or in otherwise establishing such
     taxes, Landlord has incurred expenses for legal and/or consulting services
     rendered in applying for, negotiating or obtaining a reduction of the
     assessment upon which the Real Estate Taxes are predicated, Tenant shall
     pay an amount equal to the Percentage of such expenses.

          (iii) The statements of the Tax Escalation Payment to be furnished by
     Landlord as provided above shall constitute a final determination as
     between Landlord and Tenant of the Tax Escalation Payment for the

                                       38

<PAGE>


          periods represented thereby, except for mathematical error in
          computation.

               (iv) In no event shall the fixed minimum rent under this Lease be
          reduced by virtue of this Section 22.01.

               (v) Upon the date of any expiration or termination of this Lease,
          whether the same be the date hereinabove set forth for the expiration
          of the term or any prior or subsequent date, a proportionate share of
          the Tax Escalation Payment for the Comparative Tax Year during which
          such expiration or termination occurs shall immediately become due and
          payable by Tenant to Landlord, if it was not theretofore already
          billed and paid, or due and payable by Landlord to Tenant if the
          amount paid by Tenant exceeded such proportionate share. The said
          proportionate share shall be based upon the length of time that this
          Lease shall have been in existence during such Comparative Tax Year.
          Prior to or promptly after said expiration or termination, Landlord
          shall compute the Tax Escalation Payment due from or owed to Tenant,
          as aforesaid and Tenant shall promptly pay Landlord any amount unpaid.
          If Landlord shall receive a refund or a tax credit of any amount of
          Real Estate Taxes for any Comparative Tax Year for which Tenant has
          made a payment, Landlord shall pay to Tenant within fifteen (15) days
          of its receipt of such refund the Percentage of any such refund, less
          the Percentage of any legal fees and other expenses provided for in
          Section 22.01(b)(ii) to the extent the same have not theretofore been
          paid by Tenant.

               (vi) Landlord's and Tenant's obligations to make the adjustments
          referred to in subdivision (v) above shall survive any expiration or
          termination of this Lease.

               (vii) Any delay or failure of Landlord in billing any Tax
          Escalation Payment hereinabove provided shall not constitute a waiver
          of or in any way impair the continuing obligation of Tenant to pay
          such Tax Escalation Payment hereunder.

                                       39

<PAGE>

     Section 22.02. Porter's Wage Rate. Tenant shall pay to the Landlord, as
additional rent, a porter's wage rate escalation in accordance with this
Section:

          (a) For the purpose of this Section, the following definitions shall
     apply:

               (i) "Wage Rate" shall mean the minimum regular hourly rate of
          wages in effect as of January 1st of each year (whether paid by
          Landlord or any contractor employed by Landlord) computed as paid over
          a forty hour week to Porters in Class A office buildings pursuant to
          an Agreement between Realty Advisory Board on Labor Relations,
          Incorporated, or any successor thereto, and Local 32B-32J of the
          Building Service Employees International Union, AFL-CIO, or any
          successor thereto; and provided, however, that if there is no such
          agreement in effect prescribing a wage rate for Porters, computations
          and payments shall thereupon be made upon the basis of the regular
          hourly wage rate actually payable in effect as of January 1st of each
          year, and provided, however, that if in any year during the term, the
          regular employment of Porters shall occur on days or during the hours
          when overtime or other premium pay rates are in effect pursuant to
          such Agreement, then the term "hourly rate of wages" as used herein
          shall be deemed to mean the average hourly rate for the hours in a
          calendar week during which Porters are regularly employed (e.g., if
          pursuant to an agreement between Realty Advisory Board and the Local
          the regular employment of Porters for forty hours during a calendar
          week is at a regular hourly wage rate of $3.00 for the first thirty
          hours, and premium or overtime hourly wage rate of $4.50 for the
          remaining ten hours, then the hourly rate of wages under this Article
          during such period shall be the total weekly rate of $135.00 divided
          by the total number of regular hours of employment, forty or $3.375).
          Notwithstanding the foregoing, if at any time such hourly wage rate is
          different for new hire and old hire Porters, then thereafter such
          hourly wage rate shall be based on the weighted average of the wage
          rates for the different classifications of Porters.

               (ii) "Base Wage Rate" shall mean the Wage Rate in effect on
          January 1, 2000.

                                       40

<PAGE>

               (iii) The term "Porters" shall mean that classification of
          non-supervisory employees employed in and about the Building who
          devote a major portion of their time to general cleaning, maintenance
          and miscellaneous services essentially of a non-technical and
          non-mechanical nature and are the type of employees who are presently
          included in the classification of "Class A-Others" in the Commercial
          Building Agreement between the Realty Advisory Board and the aforesaid
          Union.

               (iv) The term "minimum regular hourly rate of wages" shall not
          include any payments for fringe benefits or adjustments of any kind.

               (v) The term "Multiplication Factor" shall mean 4,950.

          (b) If the Wage Rate for any calendar year during the term shall be
     increased above the Base Wage Rate, then Tenant shall pay, as additional
     rent, an amount equal to the product obtained by multiplying the
     Multiplication Factor by 100% of the number of cents (including any
     fraction of a cent) by which the Wage Rate is greater than the Base Wage
     Rate, such payment to be made in equal one-twelfth (1/12th) monthly
     installments commencing with the first monthly installment of minimum rent
     falling due on or after the effective date of such increase in Wage Rate
     (payable retroactive from said effective date) and continuing thereafter
     until a new adjustment shall have become effective in accordance with the
     provisions of this Article. Landlord shall give Tenant notice of each
     change in Wage Rate which will be effective to create or change Tenant's
     obligation to pay additional rent pursuant to the provisions of this
     Section 22.02 and such notice shall contain Landlord's calculation in
     reasonable detail and certified as true by an authorized partner of
     Landlord or of its managing agent, of the annual rate of additional rent
     payable resulting from such increase in Wage Rate. Such amounts shall be
     prorated for any partial calendar years during the term.

          (c) Every notice given by Landlord pursuant to Section 22(b) hereof
     shall be conclusive and binding upon Tenant, except for manifest error.

          (d) The "Wage Rate" is intended to be a substitute comparative index
     of economic costs and does not necessarily reflect the actual costs of
     wages or other expenses of operating the Building.

                                       41

<PAGE>

     The Wage Rate shall be used whether or not the Building is a Class A office
     building and whether or not Porters are employed in the Building and
     without regard to whether such employees are members of the Union referred
     to in subsection (a) hereof.


                                   ARTICLE 23

                               Electric Inclusion

     Section 23.01.

          (a) Landlord shall furnish electric energy on a rent inclusion basis
     to the Demised Premises, the charges therefor being included in the minimum
     rent. The amount included in the minimum rent is based upon the normal use
     of such electric energy between the hours of 9:00 A.M. to 6:00 P.M. on
     Mondays through Fridays, holidays excepted, for lighting and for the normal
     use of lamps, typewriters, personal computers and similar customary office
     machines. Landlord shall not be liable in any way for any loss, damage or
     expense that Tenant may sustain or incur by reason of for any failure,
     change, interruption or defect in the supply or character of electric
     energy furnished to the Demised Premises by reason of any requirement, act
     or omission of the Electric Service Provider or Alternate Service Provider
     (as said terms are hereinafter defined) serving the Building with
     electricity and no such failure, change, interruption or defect shall
     constitute an actual of constructive eviction, in whole or in part, or
     entitle Tenant to any abatement of minimum rent or additional rent or
     relieve Tenant of its obligations under this Lease. Tenant shall furnish
     and install, at its sole cost and expense, all lighting fixtures, tubes,
     lamps, bulbs, ballasts and outlets relating to Tenant's electrical
     equipment.

          (b) Landlord has advised Tenant that presently Con Edison ("Electric
     Service Provider") is the utility company selected by Landlord to provide
     electricity service for the Building. Notwithstanding the foregoing, if
     permitted by law, Landlord shall have the right at any time and from time
     to time during the term of this Lease to either contract for service from a
     different company or companies providing electricity service (each such
     company shall hereinafter be referred to as an "Alternate Service
     Provider") or continue to contract for service from the Electric Service
     Provider.
                                       42

<PAGE>

          (c) Tenant shall cooperate with Landlord, the Electric Service
     Provider, and any Alternate Service Provider at all times and, as
     reasonably necessary, shall allow Landlord, Electric Service Provider, and
     any Alternate Service Provider reasonable access to the Building's electric
     lines, feeders, risers, wiring, and any other machinery within the Demised
     Premises.

     Section 23.02. Tenant's connected electrical load in the Demised Premises,
including lighting, shall not at any time exceed the capacity of any of the
electrical conductors and equipment in or serving the Demised Premises. In order
to insure that such capacity is not exceeded and to avert possible adverse
effect upon the Building electric service, Tenant shall not, without Landlord's
prior consent in each instance, connect any additional fixtures, appliances or
equipment (other than as set forth in Section 23.01) or make any alteration or
addition to the electric system of the Demised Premises existing on the
Commencement Date. Should Landlord grant such consent, all additional risers or
other equipment required therefor shall be provided by Landlord and the cost
thereof shall be paid by Tenant upon Landlord's demand. As a condition to
granting such consent, Landlord may require Tenant to agree to an increase in
the annual minimum rent by an amount which will reflect the value to Tenant of
the additional service to be furnished by Landlord, that is the potential
additional electrical energy to be made available to Tenant based upon the
estimated additional capacity of such additional risers or other equipment. If
Landlord and Tenant cannot agree thereon, the amount of such increase shall be
determined by a reputable, independent electrical engineer or consultant, to be
selected by Landlord whose fees or charges shall be paid by Tenant. When the
amount of such increase is so determined, Tenant shall pay to Landlord within
twenty (20) days following notification to Tenant of such determination the
amount thereof retroactive to the date of such increased usage, unless within
such twenty (20) day period Tenant disputes such determination. If Tenant
disputes such determination, it shall, at its own expense, obtain from a
reputable, independent electrical engineer or consultant, its own survey of the
additional electrical energy consumed by Tenant. Tenant's consultant and
Landlord's consultant shall then seek to agree on a finding of such
determination of such change in the consumption of electrical energy. If they
cannot agree, they shall choose a third reputable, independent electrical
engineer or consultant, whose cost shall be shared equally by Landlord and
Tenant, to make a similar survey, and the determination of such third consultant
shall be controlling. If they cannot agree on such third consultant, within ten
(10) days, then either party may apply to the Supreme Court in the County of New
York, for the appointment of such third consultant. However, pending such
determination, Tenant shall pay to Landlord the amount as determined by
Landlord's engineer or consultant. If the amount determined as aforesaid is
different from that determined by Landlord's engineer or consultant, then
Landlord and Tenant shall make adjustment for any deficiency owed by Tenant or
overage paid by Tenant. Following the final determination, the parties shall
execute an agreement supplementary hereto to reflect such increase in the annual
minimum rent and in the amount set forth in Section

                                       43

<PAGE>


23.03; but such increase shall be effective even if such supplementary agreement
is not executed.

     Section 23.03. If, during the term of this Lease, the public utility rate
paid by Landlord for the supply of electric current to the Building shall be
increased or if there shall be an increase in taxes or if additional taxes shall
be imposed upon the sale or furnishing of such electric energy (hereafter
collectively as the "cost") the annual minimum rent shall be increased by an
amount arrived at by multiplying $14,850 (or the sum to which said sum may have
been increased pursuant to the provisions of Section 23.02 or this Section 23.03
prior to the effective date of the cost increases; such sum being referred to
herein as the "Rent Inclusion Factor") by the percentage of the increase of such
cost. When the amount of such increase is so determined, Landlord and Tenant
shall execute an agreement supplementary hereto to reflect such increase in the
amount of the minimum rent payable and effective from the effective date of such
increase, but such increase shall be effective from such date whether or not
such a supplementary agreement is executed.

     Section 23.04. Landlord reserves the right to discontinue furnishing
electric energy at any time, whether or not Tenant is in default under this
Lease, upon not less than thirty (30) days' notice to Tenant. If Landlord
exercises such right of discontinuance, this Lease shall continue in full force
and effect and shall be unaffected thereby, except only that, from and after the
effective date of such discontinuance, Landlord shall not be obligated to
furnish electric energy to Tenant, and the minimum rent payable under this Lease
shall be reduced by an amount per annum equal to the then prevailing Rent
Inclusion Factor. If Landlord so elects to discontinue furnishing electric
energy to Tenant, Tenant shall arrange to obtain electric energy directly from
the public utility company furnishing electric service to the Building or the
Alternate Service Provider. Notwithstanding the foregoing, Landlord shall not
discontinue furnishing electric energy until Tenant is able to obtain such
electric energy directly from said public utility or the Alternate Service
Provider. Such electric energy may be furnished to Tenant by means of the then
existing Building system feeders, risers and wiring. All meters and additional
panel boards, feeders, risers, wiring and other conductors and equipment which
may be required to obtain electric energy directly from such public utility
company, and which are to be located within the Demised Premises, shall be
installed by Landlord at its expense if such discontinuance was voluntary, or
installed by Landlord at Tenant's expense if such discontinuance was required by
law or the public utility company. Therefore, all of such equipment shall be
maintained by Tenant at its expense.

     Section 23.05. At no time shall Tenant's connected electrical load
excluding the Building HVAC, in the Demised Premises, including lighting, exceed
five (5) watts per usable square foot.

                                       44

<PAGE>

     Section 23.06. If any additional charge or tax is imposed upon Landlord
with respect to electric energy furnished to Tenant by any federal, state or
municipal authority, Tenant, unless prohibited by law or by any governmental
authority having jurisdiction thereover, shall pay to Landlord, within ten (10)
days following Landlord's demand, accompanied by copies of all relevant bills or
back-up documentation, Tenant's pro rata share of such additional charge or tax.


                                   ARTICLE 24

                                     Broker


     Landlord and Tenant covenant and represent that the sole brokers who
negotiated and brought about this transaction were GVA Williams and Cohen
Brothers Realty Corporation and Landlord agrees to pay a commission therefor as
per separate agreements. Landlord and Tenant agree to hold the other harmless
against any claims for a brokerage commission arising out of a breach by the
other of the representations contained in this Article.


                                   ARTICLE 25

                         Subordination and Ground Lease


     Section 25.01. This Lease is subject and subordinate to (a) the ground and
underlying lease, dated as of December 19, 1972 between William F. Wallace and
Stratford C. Wallace, as trustees u/t/a made by Dorita Fitzgerald Wallace,
landlord, and Madison Realty Associates, tenant, and to the rights of the
landlord thereunder (the landlord under said ground and underlying lease being
sometimes referred to in this Lease as the "Overlandlord"), (b) any other ground
and underlying lease, and (c) to all mortgages which may now or hereafter affect
any such ground and underlying lease or the Building, and to all renewals,
modifications, amendments, consolidations, replacements or extensions of any of
the foregoing. This clause shall be self-operative and no further instrument of
subordination shall be required. However, in confirmation of such subordination,
Tenant, at any time and from time to time, shall execute promptly, and within
fifteen (15) days of such request, any certificate and document that Landlord
may reasonably request which reasonably evidences such subordination, and Tenant
hereby irrevocably constitutes and appoints Landlord attorney-in-fact for Tenant
to execute any such instrument for and on behalf of Tenant if not so executed
and delivered by Tenant within said fifteen (15) day period.


                                       45
<PAGE>

          Section 25.02. (a) The Tenant covenants and agrees that if by reason
     of a default under any underlying lease (including an underlying lease
     through which the Landlord derives its leasehold estate in the Demised
     Premises), or under any mortgage such underlying lease and the leasehold
     estate of the Landlord in the Premises demised hereby is terminated, the
     Tenant will attorn to the then holder of the reversionary interest in the
     premises demised by this Lease and will recognize such holder as the
     Tenant's Landlord under this Lease, unless the lessor under such underlying
     lease or the holder of any such mortgage shall, in any proceeding to
     terminate such underlying lease or foreclose such mortgage, elects to
     terminate this Lease and the rights of Tenant hereunder provided, however,
     the holder of the reversionary interest shall not be (i) liable for any act
     or omission or negligence of Landlord under this Lease; (ii) subject to any
     counterclaim, defense or offset, not expressly provided for in this Lease
     and asserted with reasonable promptness which theretofore shall have
     accrued to Tenant against Landlord; (iii) obligated to perform any work;
     (iv) bound by any previous modification or amendment of this Lease or by
     any previous prepayment of more than one (1) month's rent, unless such
     modification or prepayment shall have been approved in writing by the
     holder of such Mortgage; (v) obligated to repair the Demised Premises, or
     the Building, or any part thereof, in the event of any damage beyond such
     repair as can reasonably be accomplished from the net proceeds of insurance
     actually made available to the then holder of the reversionary interest; or
     (iv) obligated to repair the Demised Premises or the Building, or any part
     thereof, in the event of partial condemnation of the Demised Premises or
     the Building. Nothing contained in this subparagraph shall be construed to
     impair any right otherwise exercisable by any such holder. Tenant agrees to
     execute and deliver, at any time and from time to time, upon the request of
     the Landlord of or the lessor under any such underlying lease or the holder
     of any such mortgage any instrument which may be necessary or appropriate
     to evidence such attornment, and Tenant hereby irrevocably constitutes and
     appoints Landlord attorney-in-fact for Tenant to execute any such
     instrument for and on behalf of Tenant if not so executed and delivered by
     Tenant within said fifteen (15) day period. The Tenant further waives the
     provisions of any statute or rule or law now or hereafter in effect which
     may give or purport to give Tenant any right of election to terminate this
     Lease or to surrender possession of the premises demised hereby in the
     event any proceeding is brought by the lessor under any underlying lease or
     the holder of any such mortgage to terminate the same, and agrees that
     unless and until any such lessor, in connection with any such proceeding,
     shall elect to terminate this Lease and the rights of Tenant

                                       46

<PAGE>

     hereunder, this Lease shall not be affected in any way whatsoever by any
     such proceeding.

          (b) Upon Tenant's receipt of a written notice from the lessor under
     any underlying lease or the holder of any such mortgage to the effect that
     (i) the lessor of said underlying lease or the holder of any such mortgage
     is entitled to send a notice to the Landlord, as tenant under said
     underlying lease, terminating said lease, and (ii) the Tenant should pay
     the minimum rent and additional rent thereafter due and payable under this
     Lease to said lessor or the holder of any such mortgage at a place
     designated in such notice, Tenant shall pay such minimum rent and
     additional rent to said lessor under said underlying lease or the holder of
     any such mortgage at such designated place until such time as said lessor
     or holder shall notify Tenant that Landlord is no longer in default under
     said underlying lease or such mortgage and that Tenant may resume paying
     all minimum rent and additional rent thereafter due and payable under this
     Lease to Landlord. Tenant shall have no liability to the Landlord for
     paying any minimum rent or additional rent to said lessor under the
     underlying lease or holder of any such mortgage or otherwise acting in
     accordance with the provisions of any notice sent to it under this
     paragraph and shall be relieved of its obligations to pay Landlord any
     minimum rent or additional rent under this Lease to the extent such
     payments are made to said lessor under the underlying lease.

     Section 25.03. In the event of any act or omission by Landlord which would
give Tenant the right to terminate this Lease or to claim a partial or total
eviction, pursuant to the terms of this Lease, if any, Tenant will not exercise
any such right until:

          (a) it has given written notice to cure (whether concurrently with or
     subsequent to any notice given to Landlord), regarding such act or omission
     to the holder of any leasehold mortgage and to the landlord of any ground
     or underlying lease, whose names and addresses shall previously have been
     furnished to Tenant, addressed to such holder and landlord at the last
     addresses so furnished, and

          (b) a reasonable period of time (not to exceed the period in this
     Lease or the ground lease or the mortgage, as the case may be) for
     remedying such act or omission shall have elapsed following such giving of
     notice during which such parties, or any of them, with reasonable
     diligence, following the giving of such notice, shall not have commenced
     and is or are not continuing to remedy such act or omission or to cause the
     same to be remedied.

                                       47

<PAGE>

     Section 25.04. If, in connection with obtaining financing for the Building,
or of Landlord's interest in any ground or underlying lease, a banking,
insurance or other recognized institutional lender shall request modifications
in this Lease as a condition to such financing, Tenant will not withhold, delay
or defer its consent thereto and its execution and delivery of such modification
agreement, provided that such modifications do not increase the obligations of
Tenant hereunder or adversely affect the leasehold interest hereby created or
Tenant's use and enjoyment of the Demised Premises.


                                   ARTICLE 26

                              Estoppel Certificate


     Each party shall at any time, and from time to time, within ten (10)
business days after so requested by the other party execute, acknowledge and
deliver to the other party , a statement addressed to the other party or its
designee (a) certifying that this Lease is unmodified and in full force and
effect (or, if there have been modifications, that the same is in full force and
effect as modified and stating the modifications), (b) stating the dates to
which the minimum rent and additional rent have been paid, (c) stating whether
or not there exists any default by the other under this Lease, and, if so,
specifying each such default, and (d) such other information as may be required
by Landlord, Tenant or any mortgagee, it being intended that any such statement
may be relied upon by Landlord, by any mortgagee or prospective mortgagee of any
mortgage affecting the Building or the leasehold estate under any ground or
underlying lease affecting the land described in Schedule C and/or Building and
improvements thereon, or may be relied upon by the landlord under any such
ground or underlying lease or a purchaser of Lessee's estate under any such
ground or underlying lease or any interest therein, or by Tenant and any
permitted assignee.


                                   ARTICLE 27

                              Waiver of Jury Trial


     Tenant hereby waives the right to trial by jury in any summary proceeding
that may hereafter be instituted against it or in any action or proceeding that
may be brought by Landlord on matters which are connected with this Lease, or
any of its provisions or Tenant's use or occupancy of the Demised Premises,

                                       48

<PAGE>


including any claims for injury or damage, or any emergency or other statutory
remedy with respect thereto.


                                   ARTICLE 28

                              Surrender of Premises


     Section 28.01. Upon the expiration or other termination of the term of this
Lease, Tenant shall quit and surrender the Demised Premises, vacant, broom
clean, in good order and condition, ordinary wear and tear and damage by fire or
other casualty excepted, and shall remove all its property therefrom, except as
otherwise provided in this Lease. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of the term of this
Lease.

     Section 28.02. In the event Tenant shall remain in possession of the
Demised Premises after the expiration or other termination of the term of this
Lease, such holding over shall not constitute a renewal or extension of this
Lease. Landlord, may, at its option, elect to treat Tenant as one who is not
removed at the end of the term, and thereupon be entitled to all of the remedies
against Tenant provided by law in that situation or Landlord may elect to
construe such holding over as a tenancy from month-to-month, subject to all of
the terms and conditions of this Lease, except as to the duration thereof, and
the minimum rent shall be due, in either of such events, at a monthly rental
rate equal to two (2) times the monthly installment of minimum rent which would
otherwise be payable for such month, together with any and all additional rent.
Tenant shall also be responsible for and hereby indemnifies Landlord against any
claims made by any succeeding tenant or prospective tenant founded upon Tenant's
delay in surrendering the Demised Premises to Landlord.


                                   ARTICLE 29

                              Rules and Regulations


     Section 29.01. Tenant, its servants, employees, agents, visitors and
licensees shall observe faithfully and comply with the rules and regulations set
forth in Schedule "C" attached hereto and made a part hereof. Landlord shall
have the right from time to time during the term of this Lease to make
reasonable changes in and additions to the rules thus set forth provided such
changes and additions are


                                       49

<PAGE>

applicable to all other office tenants in the Building. All rules and
regulations shall be enforced in a non-discriminatory manner.

     Section 29.02. Any failure by Landlord to enforce any rules and regulations
now or hereafter in effect, either against Tenant or any other tenant in the
Building, shall not constitute a breach hereunder or waiver of any such rules
and regulations.


                                   ARTICLE 30

                     Successors and Assigns and Definitions


     Section 30.01. The covenants, conditions and agreements contained in this
Lease shall bind and enure to the benefit of Landlord and Tenant and their
respective distributees, legal representatives, successors and, except as
otherwise provided herein, their assigns.

     Section 30.02. The term "Landlord" as used in this Lease, so far as the
covenants and agreements on the part of Landlord are concerned shall be limited
to mean and include only the owner or owners at the time in question of the
tenant's estate under any ground or underlying lease covering the land described
in Schedule "B" hereto annexed and/or the Building and improvements thereon. In
the event of any assignment or assignments of such tenant's estate, Landlord
herein named (and in case of any subsequent assignment, the then assignor) shall
be automatically freed and relieved from and after the date of such assignment
of all personal liability as respects to performance of any of Landlord's
covenants and agreements thereafter to be performed, and such assignee shall be
bound by all of such covenants and agreements; it being intended that Landlord's
covenants and agreements shall be binding on Landlord, its successors and
assigns only during and in respect of their successive periods of such
ownership.

     However, in any event, the members in Landlord shall not have any personal
liability or obligation by reason of any default by Landlord under any of
Landlord's covenants and agreements in this Lease. In case of such default,
Tenant will look only to Landlord's estate, as tenant, under such ground or
underlying lease and its interest in the Building, to recover any loss or damage
resulting therefrom; and Tenant shall have no right to nor shall Tenant assert
any claim against nor have recourse to Landlord's other property or assets to
recover such loss or damage.

     Section 30.03. All pronouns or any variation thereof shall be deemed to
refer to masculine, feminine or neuter, singular or plural as the identity of

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<PAGE>


the person or persons may require; and if Tenant shall consist of more than one
(1) person, the obligations of such persons, as Tenant, under this Lease, shall
be joint and several.

     Section 30.04. The definitions contained in Schedule E annexed hereto are
hereby made a part of this Lease.


                                   ARTICLE 31

                                     Notices


     Any notice, statement, certificate, request, approval, consent or demand
required or permitted to be given under this Lease shall be in writing sent by
registered or certified mail (or reputable, commercial overnight courier
service) return receipt requested, addressed, as the case may be, to Landlord,
at 750 Lexington Avenue, New York, New York 10022, and to Tenant prior to the
Commencement Date at 1811 Chestnut Street, Philadelphia, Pennsylvania 19103, and
after the Commencement Date at the Demised Premises, or to such other addresses
as Landlord or Tenant respectively shall designate in the manner herein
provided. Such notice, statement, certificate, request, approval, consent or
demand shall be deemed to have been given on the date when mailed, as aforesaid,
or on the date of delivery by overnight courier.


                                   ARTICLE 32

                           No Waiver; Entire Agreement


     Section 32.01. The specific remedies to which Landlord may resort under the
provisions of this Lease are cumulative and are not intended to be exclusive of
any other remedies or means of redress to which Landlord may be lawfully
entitled in case of any breach or threatened breach by Landlord of any of the
terms, covenants and conditions of this Lease. The failure of Landlord to insist
upon the strict performance of any of the terms, covenants and conditions of
this Lease, or to exercise any right or remedy herein contained, shall not be
construed as a waiver or relinquishment for the future of such term, covenant,
condition, right or remedy. A receipt by Landlord of minimum rent or additional
rent with knowledge of the breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such breach. This Lease may not be changed
or terminated orally. In

                                       51

<PAGE>

addition to the other remedies in this Lease provided, Landlord shall be
entitled to seek to restrain by injunction, the violation or attempted or
threatened violation of any of the terms, covenants and conditions of this Lease
or to a decree, any court having jurisdiction in the matter, compelling
performance of any such terms, covenants and conditions.

     Section 32.02. No receipt of monies by Landlord from Tenant, after any
re-entry or after the cancellation or termination of this Lease in any lawful
manner, shall reinstate the Lease; and after the service of notice to terminate
this Lease, or after commencement of any action, proceeding or other remedy,
Landlord may demand, receive and collect any monies due, and apply them of
account of Tenant's obligations under this Lease but without in any respect
affecting such notice, action, proceeding or remedy, except that if a money
judgment is being sought in any such action or proceeding, the amount of such
judgment shall be reduced by such payment.

     Section 32.03. If Tenant is in arrears in the payment of minimum rent or
additional rent, Tenant waives its right, if any, to designate the items in
arrears against which any payments made by Tenant are to be credited and
Landlord may apply any of such payments to any such items in arrears as
Landlord, in its sole discretion, shall determine, irrespective of any
designation or request by Tenant as to the items against which any such payments
shall be credited.

     Section 32.04. No payment by Tenant nor receipt by Landlord of a lesser
amount than may be required to be paid hereunder shall be deemed to be other
than on account of any such payment, nor shall any endorsement or statement on
any check or any letter accompanying any check tendered as payment 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 payment due or
pursue any other remedy in this Lease provided.

     Section 32.05. This Lease and the Schedules annexed hereto constitute the
entire agreement between Landlord and Tenant referable to the Demised Premises,
and all prior negotiations and agreements are merged herein.

     Section 32.06. If any term or provision of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

                                       52

<PAGE>

                                   ARTICLE 33

                                    Captions


     The captions of Articles in this Lease are inserted only as a matter of
convenience and for reference and they in no way define, limit or describe the
scope of this Lease or the intent of any provision thereof.


                                   ARTICLE 34

                              Inability to Perform


     Tenant's obligation to pay minimum rent and additional rent and to perform
all of the other terms, covenants and conditions of this Lease shall not be
affected, diminished, or excused if by reason of unavoidable delays (as
hereinafter defined) Landlord fails or is unable to supply any services or make
any repairs or perform any work which under this Lease Landlord has expressly
agreed to supply, make or perform, and the time for the performance or
observance thereof shall be extended for the period of time as Landlord shall
have been so delayed.

     The words "unavoidable delays", as used in this Lease shall mean (a) the
enactment of any law or issuance of any governmental order, rule or regulation
(i) prohibiting or restricting performance of work of the character required to
be performed by Landlord under this Lease, or (ii) establishing rationing or
priorities in the use of materials, or (iii) restricting the use of labor, and
(b) strikes, lockouts, acts of God, inability to obtain labor or materials,
enemy action, civil commotion, fire, unavoidable casualty or other similar types
of causes beyond the reasonable control of Landlord, other than financial
inability.


                                   ARTICLE 35

                         No Representations by Landlord


     Neither Landlord nor any agent or employee of Landlord has made any
representation whatsoever with respect to the Demised Premises except as
expressly set forth in this Lease.

                                       53

<PAGE>

                                   ARTICLE 36

                                Security Deposit


     Section 36.01. Concurrently with the execution of this Lease, Tenant shall
deposit with Landlord the sum of $282,150.00, by Letter of Credit as provided in
Section 36.02, as security for the faithful performance and observance by Tenant
of the terms, provisions and conditions of this Lease. Tenant agrees that, in
the event that Tenant defaults in respect of any of the terms, provisions and
conditions of this Lease (including the payment of minimum rent and additional
rent), after any applicable notice and expiration of any applicable cure period,
Landlord may notify the "Issuing Bank" (as such term is defined in Section
36.02) and thereupon receive all of the monies represented by the said Letter of
Credit and use, apply, or retain the whole or any part of such proceeds, as the
case may be, to the extent required for the payment of any minimum rent,
additional rent, or any other sum as to which Tenant is in default, or for any
sum that 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 any damages or deficiency accrued before or after summary proceedings
or other re-entry by Landlord). In the event that Landlord applies or retains
any portion or all of the proceeds of such Letter of Credit Tenant shall, within
five (5) days after demand by Landlord, restore the amount so applied or
retained so that, at all times, the amount deposited shall be $282,150.00. Upon
Tenant's making such additional deposit, Landlord is hereby authorized to act as
Tenant's agent to use the proceeds of the Letter of Credit to obtain a new
Letter of Credit and Tenant hereby irrevocable appoints Landlord as Tenant's
agent and attorney-in-fact to obtain a replacement Letter of Credit from the
Issuing Bank or any other qualifying bank (such qualifying bank shall then be
the Issuing Bank). If Tenant shall fail or refuse to make such additional
deposit, Landlord shall have the same rights in law and in equity and under this
Lease as it has with respect to a default by Tenant in the payment of minimum
rent. In the event that Tenant shall fully and faithfully comply with all of the
terms, provisions, covenants and conditions of this Lease, the cash security or
Letter of Credit, as the case may be, shall be returned to Tenant within twenty
(20) days after the expiration date and after delivery of possession of the
entire Demised Premises to Landlord in the condition provided in this Lease for
such delivery of possession.

     Section 36.02. Such letter of credit (the "Letter of Credit") shall be a
clean, irrevocable and unconditional Letter of Credit issued by and drawn upon
any commercial bank (the "Issuing Bank") with offices for banking purposes in
the City of New York and having a net worth of not less than $500,000,000.00,
which Letter of Credit shall have an initial term of not less than one year or
thereafter having a term expiring not less than ninety (90) days following the
expiration of the term of this


                                       54

<PAGE>

Lease, shall permit multiple drawings, shall be transferable by the beneficiary
at one or more occasions at no charge to the beneficiary and otherwise be in
form and content satisfactory to Landlord, be for the account of Landlord and be
in the amount of $282,150.00. Notwithstanding the foregoing, if at any time the
net worth of the Issuing Bank is less than $500,000,000.00 or its rating is
downgraded from its current rating, and provided Tenant does not replace the
existing Letter of Credit with a Letter of Credit meeting the criteria of
Section 36.02 within the sooner of thirty (30) days following Tenant's receipt
of Landlord's notice to Tenant of either of the foregoing events or the number
of days remaining until the expiration date of the existing Letter of Credit,
Landlord shall have the right, at any time thereafter, to draw down the entire
proceeds pursuant to the terms of Section 36.01 as cash security pending the
replacement of such Letter of Credit. The Letter of Credit shall provide that:

          (a) the Issuing Bank shall pay to Landlord or its duly authorized
     representative an amount up to the face amount of the Letter of Credit upon
     presentation of the Letter of Credit and a sight draft, in the amount to be
     drawn, together with a statement by landlord that Tenant is in default
     under this Lease after notice and expiration of any applicable cure period;

          (b) it shall be deemed automatically renewed, without amendment, for
     consecutive periods of one (1) year each thereafter during the term of this
     Lease, unless Issuing Bank sends written notice (hereinafter referred to as
     the Non-Renewal Notice) to Landlord by certified or registered mail, return
     receipt requested, not less than sixty (60) days next preceding the
     expiration date of the Letter of Credit that it elects not to have the
     Letter of Credit renewed, and it being agreed that the giving of such
     Non-Renewal Notice shall for the purpose of this Article 37 be deemed a
     default under this Lease, unless Tenant replaces the Letter of Credit with
     a substitute Letter of Credit meeting the criteria of this Section 36.02 or
     with a cash deposit at least thirty (30) days prior to the expiration date
     of the Letter of Credit.

          (c) Landlord, subsequent to its receipt of a Non-Renewal Notice, and
     prior to the expiration date of the Letter of Credit, shall have the right,
     exercisable by means of sight draft, to receive the monies represented by
     the Letter of Credit and hold such proceeds pursuant to the terms of
     Section 36.01 as cash security pending the replacement of such Letter of
     Credit; and

          (d) upon Landlord's sale or assignment of its estate as Tenant under
     any ground or underlying lease, the Letter of Credit shall be transferable
     by Landlord, as provided in Section 36.03.

                                       55

<PAGE>

     Section 36.03. In the event Landlord's estate as tenant under any ground or
underlying Lease is sold or assigned, Landlord shall have the right to transfer
the Letter of Credit then held by Landlord to the vendee or assignee, and
Landlord shall thereupon be released by Tenant from all liability for the return
of such Letter of Credit. In such event, Tenant agrees to look solely to the new
Landlord for the return of said Letter of Credit. It is agreed that the
provisions hereof shall apply to every transfer or assignment made of the Letter
of Credit to a new Landlord.

     Section 36.04. Tenant covenants that it will not assign or encumber, or
attempt to assign or encumber, the Letter of Credit deposited hereunder as
security, and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment, or attempted
encumbrance.

     Section 36.05. The use of the security, as provided in this Article, shall
not be deemed or construed as a waiver of Tenant's default or as a waiver of any
other rights and remedies to which Landlord may be entitled under the provisions
of this Lease by reason of such default, it being intended that Landlord's
rights to use the whole or any part of the security shall be in addition to but
not in limitation of any such other rights and remedies; and Landlord may
exercise any of such other rights and remedies independent of or in conjunction
with its rights under this Article.

     Section 36.06. Provided Tenant is not then in default under any of the
terms, covenants and conditions of this Lease on its part to be performed, after
the actual payment by Tenant of thirty-six (36) monthly installments of minimum
rent under this Lease, the amount of the security deposit hereunder shall be
reduced to $211,612.50. In such event, Tenant shall either deliver to Landlord a
replacement Letter of Credit in the reduced amount and Landlord will then return
to Tenant the existing Letter of Credit, or Tenant will deliver to Landlord an
amendment to the existing Letter of Credit reducing the amount thereof to
$211,612.50.


                                   ARTICLE 37

                                  Rent Control


     In the event the minimum rent and/or additional rent or any part thereof
provided to be paid by Tenant under the provisions of this Lease during the
demised term shall become uncollectible or shall be reduced or required to be
reduced or refunded by virtue of any federal, state, county or city law, order
or regulation, or by any direction of a public officer or body pursuant to law,
or the orders, rules, code or regulations of any organization or entity formed
pursuant to law, Tenant shall enter

                                       56

<PAGE>

into such agreement(s) and take such other steps (without additional expense or
liability to Tenant) as Landlord may reasonably request and as may be legally
permissible to permit Landlord to collect the maximum rents which from time to
time during the continuance of such legal rent restriction may be legally
permissible (and not in excess of the amounts reserved therefor under this
Lease). Upon the termination of such legal rent restriction, (a) the minimum
rent and/or additional rent shall become and thereafter be payable in accordance
with the amounts reserved herein for the periods following such termination, and
(b) Tenant shall pay to Landlord promptly upon being billed, to the maximum
extent legally permissible, an amount equal to (i) minimum rent and/or
additional rent which would have been paid pursuant to this Lease but for such
legal rent restriction less (ii) the rents paid by Tenant during the period such
legal rent restriction was in effect.


                                   ARTICLE 38

                             Landlord's Contribution

     Subject to the provisions of Article 5 of this Lease, Tenant agrees to
perform the initial work and installations required to make the Demised Premises
suitable for the conduct of Tenant's business. Tenant agrees to deliver to
landlord, for Landlord's approval the plans and specifications for Tenant's
initial work within thirty (30) days from the date hereof. Landlord agrees to
contribute up to the sum of $148,500.00 (Landlord's Contribution") toward the
cost of such work, which shall be only for hard costs, design and engineering
costs, furniture (including built-in furniture and fixtures, equipment, and
moving expenses and excluding all other soft costs which shall be paid for by
Tenant. Landlord shall pay to Tenant, from time to time, but not more often that
once a month, ninety (90%) percent of the cost of the work requested by Tenant
theretofore performed by the contractor, provided Tenant delivers to Landlord
concurrently with its request, receipted bills of the contractor involved
approved by Tenant, a certificate by Tenant's architect that such bills have
been approved and the work or materials evidenced by such bills have been
satisfactorily performed or delivered and a waiver of mechanic's lien signed by
the contractor with respect to the amount paid as evidenced by the receipted
bill, such payment to be made to Tenant within ten (10) days after receipt of
Tenant's request together with the aforesaid documentation. Within ten (10) days
after Landlord receives a certificate from Tenant's architect stating that
Tenant's work has been substantially completed, that the same has been performed
in compliance with all applicable Governmental Requirements and the approved
plans and specifications and delivery to Landlord of the final "sign-off"
letters and equipment use permits (as necessary) for all work performed from the
applicable municipal authorities, Landlord shall pay to Tenant the aggregate of
the ten (10%) percent sums retained by Landlord. Landlord shall have no
obligation or responsibility to pay any cost

                                       57

<PAGE>


exceeding the amount of Landlord's Contribution. If the amount Tenant expends
for the cost exceeds the amount of Landlord's Contribution, Tenant shall be
responsible for the payment to the contractors of the excess. If said amount is
less than the amount of Landlord's Contribution, Landlord shall not be obligated
to pay such difference to Tenant. Tenant shall indemnify and hold Landlord
harmless from and against any and all claims, costs and expenses in connection
with such work exceeding the amount of Landlord's Contribution.


                                   ARTICLE 39

                          Supplemental Air Conditioning

     Tenant may use the existing three (3) ton supplemental air conditioning
system (the "System) in the Demised Premises. Tenant shall pay Landlord's
charges, as the same exist from time to time, for all hours of operation of the
System. Landlord's charges are currently $1,250.00 per ton per year. Tenant, at
its own cost, shall maintain such System in good condition and repair and shall
make any replacements thereof as may be required. However, Landlord represents
that the said System will be in good working order on the Commencement Date.
Tenant, at its own expense, shall obtain in its own name the use permits for
such System and provide Landlord with copies of same. Tenant shall also obtain
and pay for all annual renewal fees in connection therewith, and provide
Landlord with a copy of such annual renewals. Tenant shall indemnify and hold
Landlord harmless from and against any loss, claims, costs and expenses
(including reasonable attorneys' fees) in connection with the repair and
maintenance of said System. Landlord shall install a device to measure the hours
of operation of the System, which device is capable of providing a print-out
verifying the date and time of usage. Tenant, as additional rent, agrees to pay
for the cost of electricity consumed in connection with the operation of the
System, as set forth in said device, at the rate from time to time payable by
Landlord for the purchase of electric current from the public
utility furnishing electric current to the Building, together with any taxes or
other charges of any kind imposed by the utility. Such payment shall be made
within ten (10) days after submission to Tenant of bills therefor.

                                       58

<PAGE>


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


                            135 EAST 57TH STREET LLC

                            By:   135 East 57th Street Managing Co., Inc.,
                                  its managing member


                            By:
                                  -----------------------------------
                                  Charles Steven Cohen, President
                                               Landlord

                            INTERACTIVE FLIGHT TECHNOLOGIES, INC.



                            By:
                                  -----------------------------------
                                  Title:
                                               Tenant


                                       59

<PAGE>



STATE OF NEW YORK                   )
                                    )   ss:
COUNTY OF NEW YORK                  )



     On the __________ day of _______________ in the year 1999 before me, the
undersigned, a Notary Public in and said State, personally appeared Charles
Steven Cohen, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



                                         ------------------------------------
                                                    Notary Public



STATE OF NEW YORK                   )
                                    )   ss:
COUNTY OF NEW YORK                  )



     On the __________ day of _______________ in the year 1999 before me, the
undersigned, a Notary Public in and said State, personally appeared
_________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.



                                         ------------------------------------
                                                    Notary Public


                                       60

<PAGE>



                                   SCHEDULE A

                                   Floor Plan



                                       61

<PAGE>



                                   SCHEDULE B

                               Description of Land


     All that certain lot, piece and parcel of land situate, lying and being in
the Borough of Manhattan, City, County and State of New York, bounded and
described as follows:

     BEGINNING at the corner formed by the intersection of the northerly side of
57th Street with the westerly side of Lexington Avenue;

     RUNNING THENCE westerly along the northerly side of 57th Street, 215 feet;

     THENCE northerly and parallel with Park Avenue and part of the distance
through a party wall, 100 feet 5 inches to the center line of the block;

     THENCE easterly along the center line of the block, 108 feet 9 inches to a
point, 106 feet 3 inches west of the westerly side of Lexington Avenue;

     THENCE northerly parallel with Lexington Avenue and part of the distance
through a party wall, 100 feet 5 inches to the southerly side of 58th Street;

     THENCE easterly along the southerly side of 58th Street; 37 feet 6 inches;

     THENCE southerly parallel with Lexington Avenue, 80 feet 5 inches;

     THENCE easterly parallel with 58th Street and part of the distance through
a party wall, 68 feet 9 inches to the westerly side of Lexington Avenue;

     THENCE southerly along the westerly side of Lexington Avenue, 120 feet 5
inches to the corner aforesaid, the point or place of BEGINNING.

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<PAGE>

                                   SCHEDULE C

                              Rules and Regulations

     1. The rights of tenants in the entrances, corridors, elevators and
escalators of the Building are limited to ingress to and egress from the
tenants' premises for the tenants and their employees, licensees, guests,
customers and invitees, and no tenant shall use, or permit the use of, the
entrances, corridors, escalators or elevators for any other purpose. No tenant
shall invite to the tenant's premises, or permit the visit of, persons in such
numbers or under such conditions as to interfere with the use and enjoyment of
any of the plazas, entrances, corridors, escalators, elevators and other
facilities of the Building by other tenants. Fire exits and stairways are for
emergency use only, and they shall not be used for any other purposes by the
tenants, their employees, licensees or invitees. No tenant shall encumber or
obstruct, or permit the encumbrance or obstruction of any of the sidewalks,
plazas, entrances, corridors, escalators, elevators, fire exits or stairways of
the Building. The Landlord reserves the right to control and operate the public
portions of the Building and the public facilities, as well as facilities,
furnished for the common use of the tenants, in such manner as it deems best for
the benefit of the tenants generally.

     2. The reasonable cost of repairing any damage to the public portions of
the Building or the public facilities or to any facilities used in common with
other tenants, caused by a tenant or the employees, licensees or invitees of the
tenant, shall be paid by such tenant.

     3. The Landlord may refuse admission to the Building outside of ordinary
business hours to any person not known to the watchman in charge or not having a
pass issued by the Landlord or not properly identified, and may require all
persons admitted to or leaving the Building outside of ordinary business hours
to register. Tenant's employees, agents and visitors shall be permitted to enter
and leave the building after ordinary business hours whenever appropriate
arrangements have been previously made between the Landlord and the Tenant with
respect thereto. Each tenant shall be responsible for all persons for whom he
requests such permission and shall be liable to the Landlord for all acts of
such persons. Any person whose presence in the Building at any time shall, in
the judgment of the Landlord, be prejudicial to the safety, character,
reputation and interests of the Building or its tenants may be denied access to
the Building or may be rejected therefrom. In case of invasion, riot, public
excitement or other commotion the Landlord may prevent all access to the
Building during the continuance of the same, by closing the doors or otherwise,
for the safety of the tenants and protection of property in the Building. The
Landlord may require any person leaving the Building with any package or other
object to exhibit a pass from the tenant from whose

                                       63

<PAGE>


premises the package or object is being removed, but the establishment and
enforcement of such requirement shall not impose any responsibility on the
Landlord for the protection of any tenant against the removal of property from
the premises of the tenant. The Landlord shall, in no way, be liable to any
tenant for damages or loss arising from the admission, exclusion or ejection of
any person to or from the tenant's premises or the Building under the provisions
of this rule.

     4. No tenant shall obtain or accept for use in its premises towel,
barbering, boot blacking, floor polishing, lighting maintenance, cleaning or
other similar services from any persons not authorized by the Landlord in
writing to furnish such services, provided always that the charges for such
services by persons authorized by the Landlord are comparable to the industry
charge. Such services shall be furnished only at such hours, in such places
within the tenant's premises and under such reasonable regulations as may be
fixed by the Landlord.

     5. No awnings or other projections over or around the windows shall be
installed by any tenant, and only such window blinds as are supplied or
permitted by the Landlord shall be used in a tenant's premises.

     6. There shall not be used in any space, or in the public halls of the
Building, either by the 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.

     7. All entrance doors in each tenant's premises shall be left locked when
the tenant's premises are not in use. Entrance doors shall not be left open at
any time. All windows in each tenant's premises shall be kept closed at all
times and all blinds therein above the ground floor shall be lowered when and as
reasonably required because of the position of the sun, during the operation of
the Building air conditioning system to cool or ventilate the tenant's premises.

     8. No noise, including the playing of any musical instruments, radio or
television, which, in the judgment of the Landlord, might disturb other tenants
in the Building shall be made or permitted by any tenant. Nothing shall be done
or permitted in any tenant's premises, and nothing shall be brought into or kept
in any tenant's premises, which would impair or interfere with any of the
Building services or the proper and economic heating, cleaning or other
servicing of the Building or the premises, or the use or enjoyment by any other
tenant of any other premises, nor shall there be installed by any tenant any
ventilating, air conditioning, electrical or other equipment of any kind which,
in the judgment of the Landlord, might cause any such impairment or
interference. No dangerous, flammable, combustible or explosive object or
material shall be brought into the Building by any tenant or with the permission
of any tenant.

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<PAGE>

     9. Tenant shall not permit any cooking or food odors emanating within the
Demised Premises to seep into other portions of the Building.

     10. No acids, vapor or other materials shall be discharged or permitted to
be discharged into the waste lines, vents or flues of the Building which may
damage them. the water and wash closets and other plumbing fixtures in or
serving any tenant's premises shall not be used for any purpose other than the
purpose for which they were designed or constructed, and no sweepings, rubbish,
rags, acids or other foreign substances shall be deposited therein. All damages
resulting from any misuse of the fixtures shall be borne by the tenant who, or
whose servants, employees, agents, visitors or licensees, shall have caused the
same.

     11. No signs, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the outside or inside
the premises or the Building without the prior written consent of the Landlord.
In the event of the violation of the foregoing by any tenant, Landlord may
remove the same without any liability, and may charge the expense incurred by
such removal to the tenant or tenants violating this rule. Interior signs and
lettering on doors and elevators shall be inscribed, painted, or affixed for
each tenant by Landlord at the expense of such tenant, (the charge not to exceed
that which a reputable outside contractor would charge), and shall be of a size,
color and style reasonably acceptable to Landlord. Landlord shall have the right
to prohibit any advertising by any tenant which impairs 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. No additional locks or belts of any kind shall be placed upon any of
the doors or windows in any tenant's premises and no lock on any door therein
shall be changed or altered in any respect. Upon the termination of a tenant's
lease, all keys of the tenant's premises and toilet rooms shall be delivered to
the Landlord.

     13. No tenant shall mark, paint, drill into or in any way deface any part
of the Building or the premises demised to such tenant. No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
Landlord, which will not be unreasonably withheld or delayed, and as Landlord
may reasonably direct. No tenant shall install any resilient tile or similar
floor covering in the premises demised to such tenant except in a manner
approved by Landlord.

     14. No tenant shall use or occupy, or permit any portion of the premises
demised to such tenant to be used or occupied, as an office for a public
stenographer or typist, or as a barber or manicure shop, or as an employment
bureau. No tenant or occupant shall engage or pay any employees in the Building,
except those actually working for such tenant or occupant in the Building, nor
advertise for laborers giving an address at the Building.

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     15. No premises shall be used, or permitted to be used, at any time, as a
store for the sale or display of goods, wares or merchandise of any kind, or as
a restaurant, shop, booth, bootblack or other stand, or for the conduct of any
business or occupation which predominantly involves direct patronage of the
general public in the premises demised to such tenant, or for manufacturing or
for other similar purposes.

     16. The requirements of tenants will be attended only upon application at
the office of the Building. Employees of Landlord shall not perform any work or
do anything outside of the regular duties, unless under special instructions
from the office of the Landlord.

     17. Each tenant shall, at its expense, provide artificial light in the
premises demised to such tenant for Landlord's agents, contractors and employees
while performing janitorial or other cleaning services and making repairs or
alterations in said premises.

     18. The tenant's employees shall not loiter around the hallways, stairways,
elevators, front, roof or any other part of the Building used in common by the
occupants thereof.

     19. If the premises demised to any tenant become infested with vermin, such
tenant, at its sole cost and expense, shall cause its premises to be
exterminated, from time to time, to the satisfaction of Landlord and shall
employ such exterminators therefor as shall be approved by Landlord.

     20. No bicycle or other vehicle and no animals shall be allowed in the
showrooms, offices, halls, corridors or any other parts of the Building.

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                                   SCHEDULE D

                             Cleaning Specifications

                                       for

                              135 East 57th Street



Landlord will perform cleaning services in the Demised Premises and related
areas as follows:


NIGHTLY

                  Empty and wipe clean all ash trays.

                  Empty and wipe clean all waste receptacles.

                  Wipe clean all areas within hand high reach; including but not
                  limited to window sills, wall ledgers, chairs, desks, tables,
                  baseboards, file cabinets, convector enclosures, pictures and
                  all manner of office furniture.

                  Wipe clean all glass top desks and tables.

                  Sweep with treated cloths all composition tile flooring.

                  Carpet sweep all carpeted areas, and vacuum clean weekly.


PUBLIC LAVATORIES (Nightly or as otherwise designated)

                  Wash and dry all bowls, seats urinals, washbasins and mirrors.

                  Wash and wipe dry all metal work.

                  Supply and insert toilet tissue, toweling and soap in
                  dispensers.

                  Empty paper towel and sanitary napkin disposal receptacles and
                  remove to designated area.

                  Sweep and wash floors.

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                  Wipe clean all sills, partitions and ledges.

                  Wipe clean exterior of waste cans and dispensing units.

                  Wash both partitions monthly.

                  Wash tile walls monthly.

                  Wash and dry interior of waste cans and sanitary disposal
                  containers weekly. Machine scrub flooring monthly.

                  Dust exterior of light fixtures monthly.


FLOOR MAINTENANCE

                  A.  Public Corridors in Multi-Tenanted Floors only.

                           Damp mop and buff all composition flooring monthly.

                  B.  High Dusting Public Areas.

                           High dust all walls, ledges, pictures, anemostats,
                           registers, grilles, etc., not reached in normal
                           nightly cleaning quarterly.


WINDOW CLEANING SERVICES

                  Clean all exterior windows, inside and out periodically during
                  the year, as Landlord deems necessary.


RUBBISH REMOVAL SERVICES

                  Remove all ordinary dry rubbish and paper only from the office
                  premises of the Demised Premises daily, Monday through Friday,
                  holidays excepted.

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                                   SCHEDULE E

                                   Definitions


     (a) The term mortgage shall include an indenture of mortgage and deed of
trust to a trustee to secure an issue of bonds, and the term mortgagee shall
include such a trustee.

     (b) The terms include, including and such as shall each be construed as if
followed by phrase "without being limited to".

     (c) The term obligations of this lease, and words of like import, shall
mean the covenants to pay rent and additional rent under this lease and all of
the other covenants and conditions contained in this lease. Any provision in
this lease that one party or the other or both shall do or not do or shall cause
or permit or not cause or permit a particular act, condition, or circumstance
shall be deemed to mean that such party so covenants or both parties so
covenant, as the case may be.

     (d) The term Tenant's obligations hereunder, and words of like import, and
the term Landlord's obligations hereunder, and words of like import, shall mean
the obligations of this lease which are to be performed or observed by Tenant,
or by Landlord, as the case may be. Reference to performance of either party's
obligations under this lease shall be construed as "performance and observance".

     (e) Reference to Tenant being or not being in default hereunder, or words
of like import, shall mean that Tenant is in default, after any applicable
notice and cure period, in the performance of one or more of Tenant's
obligations hereunder, or that Tenant is not in default, after any applicable
notice and cure period, in the performance of any of Tenant's obligations
hereunder, or that a condition of the character described in Section 25.01 has
occurred and continues or has not occurred or does not continue, as the case may
be.

     (f) References to Landlord as having no liability to Tenant or being
without liability to Tenant, shall mean that Tenant is not entitled to terminate
this lease, or to claim actual or constructive eviction, partial or total, or to
receive any abatement or diminution of rent, or to be relieved in any manner of
any of its other obligations hereunder, or to be compensated for loss or injury
suffered or to enforce any other kind of liability whatsoever against Landlord
under or with respect to this lease or with respect to Tenant's use or occupancy
of the Demised Premises.

     (g) The term laws and/or requirements of public authorities and words of
like import shall mean laws and ordinances of any or all of the Federal, state,
city, county and borough governments and rules, regulations, orders and/or
directives of any or all departments, subdivisions, bureaus, agencies or offices
thereof, or of any other governmental, public or quasi-public authorities,
having jurisdiction in the premises, and/or the direction of any public officer
pursuant to law.

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     (h) The term requirements of insurance bodies and words of like import
shall mean rules, regulations, orders and other requirements of the New York
Board of Fire Underwriters and/or the New York Fire Insurance Rating
Organization and/or any other similar body performing the same or similar
functions and having jurisdiction or cognizance of the Building and/or the
Demised Premises.

     (i) The term repair shall be deemed to include restoration and replacement
as may be necessary to achieve and/or maintain good working order and condition.

     (j) Reference to termination of this lease includes expiration or earlier
termination of the term of this lease or cancellation of this lease pursuant to
any of provisions of this lease or to law. Upon a termination of this lease, the
term and estate granted by this lease shall end at noon of the date of
termination as if such date were the date of expiration of the term of this
lease and neither party shall have any further obligation or liability to the
other after such termination (i) except as shall be expressly provided for in
this lease, or (ii) except for such obligation as by its nature or under the
circumstances can only be, or by the provisions of this lease, may be, performed
after such termination, and, in any event, unless expressly otherwise provided
in this lease, any liability for a payment which shall have accrued to or with
respect to any period ending at the time of termination shall survive the
termination of this lease.

     (k) The term Tenant shall mean Tenant herein named or any assignee or other
successor in interest (immediate or remote) of Tenant herein named, while such
Tenant or such assignee or other successor in interest, as the case may be, is
in possession of the Demised Premises as owner of the Tenant's estate and
interest granted by this lease and also, if Tenant is not an individual or a
corporation, all of the persons, firms and corporations then comprising Tenant.

     (l) Words and phrases used in the singular shall be deemed to include the
plural and vice versa, and nouns and pronouns used in any particular gender
shall be deemed to include any other gender.

     (m) The rule of ejusdem generis shall not be applicable to limit a general
statement following or referable to an enumeration of specific matters to
matters similar to the matters specifically mentioned.

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