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                                                                   Exhibit 10.16


                              AGREEMENT OF SUBLEASE
                              ---------------------

        AGREEMENT OF SUBLEASE (this "Sublease"),  dated as of August 5, 2004, by
and between CIBC WORLD MARKETS CORP., a Delaware corporation,  having offices at
425 Lexington Avenue, New York, NY 10017 ("Sublandlord") and Marvel Enterprises,
Inc., a Delaware  corporation,  having offices at 10 East 40th Street, New York,
New York 10016 ("Subtenant").

                              W I T N E S S E T H:
                              - - - - - - - - - -

        WHEREAS, pursuant to the terms of that certain Agreement of Lease, dated
as of  September  26,  2001 (as the same may be amended,  restated or  otherwise
modified from time to time, the  "Underlying  Lease"),  between 417 Fifth Avenue
LLC, a Delaware limited liability company (as successor in interest to EBS Fifth
Property  Associates LLC) (the "Underlying  Landlord"),  the Underlying Landlord
leased  to  Sublandlord  certain  premises,   a  portion  of  which  consist  of
approximately  29,460 rentable  square feet of space  comprising the entire 11th
floor  and  approximately   18,408  rentable  square  feet  on  the  10th  floor
(collectively,  the "Subleased Premises"), as shown on Exhibit A attached hereto
and made a part hereof, located in the building located at 417 Fifth Avenue, New
York, New York (the "Building"); and

        WHEREAS,  Subtenant desires to sublease from Sublandlord and Sublandlord
is willing to sublet to  Subtenant  the  Subleased  Premises  upon the terms and
conditions set forth herein.

        NOW,  THEREFORE,  in  consideration  of the rental  payments  to be made
hereunder  by Subtenant  to  Sublandlord  and the mutual  terms,  covenants  and
conditions  hereinafter set forth,  Sublandlord  does hereby sublet to Subtenant
and Subtenant does hereby take and hire from Sublandlord the Subleased Premises.
Capitalized  terms used in this Sublease  without other definition are used with
the meanings specified therefor in the Underlying Lease.

        1.  Commencement  Date;  Term.  (a) Subject to the  satisfaction  of the
condition  set forth in  Paragraph  29 hereof,  the term of this  Sublease  (the
"Term") shall commence on the date that  Sublandlord  tenders  possession of the
Subleased  Premises  in  accordance  with the terms  hereof  (the  "Commencement
Date"), which is anticipated to be on March 1, 2005 provided Underlying Landlord
issues its written consent to this subletting on its standard form of consent or
Underlying  Landlord  is deemed to consent to this  subletting  pursuant  to the
terms of  Section  12(G) of the  Underlying  Lease (the  "Underlying  Landlord's
Consent"),  prior to such date and shall expire at 11:59 p.m. on  September  29,
2011 (the "Expiration  Date"),  unless earlier terminated in accordance with the
provisions hereof or pursuant to law. Sublandlord shall give Subtenant notice of
the date of  possession,  if later than  March 1,  2005,  at least ten (10) days
prior thereto.

                (b)  Subtenant  waives any right to rescind  this  Sublease  and
        further  waives the right to recover any  damages  which may result from
        Sublandlord's  failure  for any  reason  to  deliver  possession  of the
        Subleased Premises on the date set forth in Paragraph 1(a)


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        hereof  for  the  commencement  of the  Term.  No such  failure  to give
        possession  on the  date set  forth in  Paragraph  1(a)  hereof  for the
        commencement  of the Term shall in any way affect the  validity  of this
        Sublease or the  obligations of Subtenant  hereunder or give rise to any
        claim for damages by Subtenant or claim for rescission of this Sublease,
        nor shall the same be construed in any way to extend the Term; provided,
        however,  that the Rent Commencement Date (as hereinafter defined) shall
        be extended two (2) days for every day that the Commencement Date occurs
        after April 1, 2005.

                (c) The  parties  conclusively  agree that the  rentable  square
        footage of the Subleased Premises is 47,868 rentable square feet.

        2. Fixed Rent.  Subtenant shall pay to  Sublandlord,  during the Term of
this Sublease, annual fixed rental (the "Fixed Rent") as follows:

                (a)  for  the  period  from  the  Rent   Commencement  Date  (as
        hereinafter   defined)   through  the  day  preceding  the  third  (3rd)
        anniversary of the Commencement  Date,  [redacted  pursuant to a request
        for  confidential  treatment  filed  with the  Securities  and  Exchange
        Commission]  per  annum,  in equal  monthly  installments  of  [redacted
        pursuant  to  a  request  for  confidential  treatment  filed  with  the
        Securities and Exchange Commission]; and

                (b) for the  period  from the  third  (3rd)  anniversary  of the
        Commencement Date through the Expiration Date,  [redacted  pursuant to a
        request  for  confidential  treatment  filed  with  the  Securities  and
        Exchange  Commission]  per  annum,  in  equal  monthly  installments  of
        [redacted  pursuant to a request for  confidential  treatment filed with
        the Securities and Exchange Commission].

        All  payments  of Fixed Rent shall be made on or before the first day of
every  calendar  month  during the period  beginning on the date that is the ten
(10)  month  anniversary  of the  Commencement  Date,  subject to  extension  as
provided  in  Section  1(b) (the  "Rent  Commencement  Date")  and ending on the
Expiration Date, both dates  inclusive,  however,  Subtenant,  as a condition to
Sublandlord's  execution and delivery  hereof,  shall  deliver to  Sublandlord a
check for the first monthly  installment of Fixed Rent upon the  satisfaction of
the condition  set forth in Section 29 hereof,  which amount  Sublandlord  shall
apply to the first  monthly  installment  of Fixed Rent payable  hereunder.  All
Fixed Rent,  and other sums and charges due to  Sublandlord  under this Sublease
shall be paid by Subtenant at the office of Sublandlord  set forth above,  or at
such other place as Sublandlord  may designate in writing to Subtenant,  without
any counterclaim,  setoff or deduction whatsoever,  and without demand therefor.
Payment  of Fixed  Rent  and  payment  of any  Additional  Rent (as  hereinafter
defined)  hereunder  shall  be  by  Subtenant's  unendorsed  check  (subject  to
collection)  drawn on a New York  City  bank  which is a member  of the New York
Clearing House  Association or a successor thereto or a bank that clears through
the New York  Clearing  House  Association  or a  successor  thereto  or by wire
transfer of immediately available funds to an account designated by Sublandlord.
If the  Commencement  Date is not  the  first  day of a  calendar  month  or the
Expiration Date of this Sublease is not the last day of a calendar  month,  rent
for the month in which the Rent  Commencement Date or the Expiration Date occurs
shall be pro-rated on a per diem basis.


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        Subtenant's  obligation to pay Fixed Rent hereunder  shall commence from
and after the Rent  Commencement  Date for the  remainder  of the Term and shall
survive the expiration or earlier termination of this Sublease.

        3. Additional Rent. Commencing on the Commencement Date, Subtenant shall
pay as  additional  rent to  Sublandlord  upon demand all sums (other than Fixed
Rent)  payable by Subtenant  pursuant to this Sublease  ("Additional  Rent") and
including (i) fifty and thirty-seven  hundredths percent (50.37%)  ("Subtenant's
Proportionate  Share") of all  charges  payable  by  Sublandlord  to  Underlying
Landlord  pursuant  to the  provisions  of Artic1e 28 of the  Underlying  Lease;
provided, however, that if the Tenant's Proportionate Share under the Underlying
Lease becomes greater than or less than 26.87%,  Subtenant's Proportionate Share
shall be reduced or increased  accordingly,  and  provided,  further,  the terms
"Base  Labor  Year" and "Base Tax Year"  shall  have the  meanings  set forth in
Section 6(a)  hereof) and (ii) one hundred  percent  (100%) of all  electricity,
heat and  condenser  water costs  pursuant  to Section 21 hereof,  and all other
costs, fees and expenses in connection with Subtenant's particular use or manner
of use of the Subleased Premises or the Building (including, without limitation,
freight  elevators  and loading  docks) or services  provided by the  Underlying
Landlord to Subtenant which are not included in Sublandlord's operating expenses
(such  as  expanded   cleaning   services  or  fees  for  review  of  plans  and
specifications in connection with any  alterations).  If Sublandlord is required
by Underlying  Landlord  under the Underlying  Lease to make advance  payment or
deposits of such charges,  Subtenant shall make advance  payments or deposits to
Sublandlord  in  the  proper  amounts  consistent  with  the  above  provisions.
Subtenant's  obligations  under  the  provisions  of this  Paragraph  3 shall be
apportioned  for any period at the beginning or end of the Term of this Sublease
that is less than a full  calendar  year.  Sublandlord  shall  have the right to
demand  payment  during or after the  expiration or earlier  termination of this
Sublease.

        All other costs and  expenses  that  Subtenant  assumes or agrees to pay
pursuant to this Sublease shall be deemed  Additional  Rent and, in the event of
nonpayment,  Sublandlord  shall have all the rights and  remedies  provided  for
herein,  in the Underlying  Lease, at law or in equity in case of the nonpayment
of Rent.  If Subtenant  shall fail to pay any  installment  of Fixed Rent or any
amount of Additional Rent within seven (7) days after the date such  installment
or payment  becomes due,  Subtenant  shall also pay to Sublandlord  the fees and
charges,  and the interest on the amount overdue, at the rates, and as otherwise
required by Section 19 and the other provisions of the Underlying Lease.

        Subtenant's  obligation to pay Additional  Rent hereunder shall commence
from and after the  Commencement  Date for the  remainder  of the Term and shall
survive the expiration or earlier termination of this Sublease.

        4. Commercial Rent Tax. If any commercial rent or occupancy tax shall be
levied against Subtenant based upon the Fixed Rent or Additional Rent payable by
Subtenant hereunder,  Subtenant shall (a) complete and file with the appropriate
taxing authority all forms required in connection with such tax, and (b) pay the
same to the  taxing  authority  and  provide  evidence  to  Sublandlord  of such
payment,  or, in the event such tax is levied  against  or paid by  Sublandlord,
Subtenant  shall  reimburse  Sublandlord  for the  amount  of such tax and shall
provide Subtenant with documentation evidencing payment of such tax.


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        5.  Use.  Subtenant  shall  use  the  Subleased  Premises  for  general,
executive  and  administrative  offices and for uses  incidental  and  ancillary
thereto  and for no other  purpose,  and  shall  use and  occupy  the  Subleased
Premises in full compliance with the terms of the Underlying Lease.

        6.  Incorporation  By Reference.  (a) This  Sublease  shall be expressly
subject  and  subordinate  to (i) all of the  terms,  covenants  and  conditions
contained in the Underlying Lease,  except such terms,  covenants and conditions
as are specifically set forth in this Paragraph 6 as "Excluded  Provisions," and
(ii) all other matters to which the Underlying Lease is subordinate.  A true and
complete copy (except for certain  redacted  provisions) of the Underlying Lease
is  annexed  hereto  as  Exhibit  B.  Except  as set  forth  in the  immediately
succeeding sentence, the terms, covenants and conditions of the Underlying Lease
(collectively,   the  "Incorporated  Provisions")  are  incorporated  herein  by
reference.  Sections l(A)(i), 1(A)(ii),  1(A)(iii), 1(A)(v), 1(A)(vi), l(A)(ix),
l(A)(x), l(A)(xii),  l(A)(xiii),  1(A)(xiv), 1(C), 1(D), 1(E), 2(A), 2(B)(i)(d),
(e) and (g),  Sections 7(C),  10(B)(ii),  the final sentence of 12(C),  12J, the
final two sentences of 15, 21(B), 39(E),  Articles 13, 23, 27, 36, 41, 42 and 43
and   Exhibits  1-A  through  1-F  and  Exhibit  2  of  the   Underlying   Lease
(collectively,  the "Excluded  Provisions"),  are specifically excluded from the
Incorporated Provisions and shall not be binding upon Subtenant and shall not be
incorporated  into the terms of this  Sublease.  Except to the  extent  that the
Incorporated  Provisions are  inapplicable  or are modified by the provisions of
this Sublease, the Incorporated  Provisions binding or inuring to the benefit of
the landlord thereunder shall, in respect of this Sublease, bind or inure to the
benefit of Sublandlord,  and the Incorporated Provisions,  binding or inuring to
the benefit of the tenant thereunder shall, in respect of this Sublease, bind or
inure to the  benefit  of  Subtenant,  with the same force and effect as if such
Incorporated  Provisions were  completely set forth in this Sublease,  and as if
the word "Landlord" or words of similar import,  wherever the same appear in the
Incorporated  Provisions  (other than with  respect to Articles 4, 10 and 11 and
Section (9D) of the Underlying Lease and any representations and warranties made
by Underlying Landlord pursuant to the Underlying Lease), were construed to mean
Sublandlord,  and as if the word "Tenant" or words of similar  import,  wherever
the  same  appear  in  the  Incorporated  Provisions,  were  construed  to  mean
Subtenant,  and as if the word "Premises," or words of similar import,  wherever
the same  appear in the  Incorporated  Provisions,  were  construed  to mean the
Subleased  Premises,  and as if the word  "Lease,"  or words of similar  import,
wherever the same appear in the Incorporated Provisions,  were construed to mean
this Sublease,  and as if the words "Tenant's  Proportionate  Share" or words of
similar import were construed to mean Subtenant's Proportionate Share, and as if
the word  "Rent" or words of similar  import,  wherever  the same  appear in the
Incorporated Provisions, were construed to mean Fixed Rent in this Sublease, and
as if the word "additional  rent" or words of similar import,  wherever the same
appear in the Incorporated Provisions,  were construed to mean "Additional Rent"
in this  Sublease.  For the purposes of this  Sublease,  the definition of "Base
Labor Year" in the Underlying Lease shall be defined as "the calendar year 2005"
and the term "Base Tax Year"  shall be  defined as "the Tax Year (as  defined in
Article 28 of the Underlying Lease) 2005/2006."

                (b) Whenever,  pursuant to a provision of the  Underlying  Lease
        incorporated  herein by reference,  Sublandlord is required to take some
        action by a date certain or within a certain time period, other than the
        making  of a  payment  of  Fixed  Rent  or  Additional  Rent  hereunder,
        Subtenant  shall take such action at least three (3) business


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        days prior to the date or time for  Sublandlord's  performance under the
        Underlying   Lease.  If,  because  of  the  time  period  specified  for
        performance in the Underlying Lease,  Subtenant cannot perform hereunder
        within the time period  mentioned  in the previous  sentence,  Subtenant
        shall not be in default hereunder so long as Subtenant performs at least
        two  (2)  business   days  prior  to  the  date  or  time  required  for
        Sublandlord's performance under the Underlying Lease.

                (c) If any of the  express  provisions  of this  Sublease  shall
        conflict with any of the Incorporated Provisions, such conflict shall be
        resolved in every  instance in favor of the express  provisions  of this
        Sublease.  If Subtenant  receives  any notice or demand from  Underlying
        Landlord  under the  Underlying  Lease,  Subtenant  shall deliver a copy
        thereof to Sublandlord by facsimile or reputable  overnight  courier the
        next business day or as soon thereafter as is reasonably possible.

                (d) This Sublease is expressly  subject and  subordinate  to the
        provisions  of,  Section  12(I) of the  Underlying  Lease  as set  forth
        therein as well as being expressly incorporated herein by reference.

        7. Performance By Sublandlord. So long as Subtenant is not in default of
any of its monetary or material  obligations  hereunder beyond the expiration of
any applicable grace period, Sublandlord shall not do, suffer or permit anything
to be done on Sublandlord's  behalf (including,  without limitation,  to fail to
make any rental payments due under the Underlying  Lease) which will result in a
default under, or cause the termination of, the Underlying Lease with respect to
the  Subleased  Premises.  So long as  Subtenant is not in default of any of its
monetary  or  material  obligations  hereunder  beyond  the  expiration  of  any
applicable  grace period,  Sublandlord  shall comply with the  provisions of the
Underlying  Lease, but Sublandlord  shall not be required to furnish,  supply or
install  anything  required under the Underlying  Lease and Subtenant shall look
solely to Underlying  Landlord for such  furnishing,  supplying and installation
including,  without  limitation,  any  repair,  restoration  or  services  to be
provided  under the  Underlying  Lease.  Sublandlord  agrees to promptly send to
Subtenant copies of all bills,  statements or notices,  including any notices of
default or  termination,  pertaining to the Underlying  Lease which  Sublandlord
receives  during  the  Term of  this  Sublease  with  respect  to the  Subleased
Premises.  Sublandlord shall have no liability or responsibility  whatsoever for
Underlying  Landlord's  failure or refusal  to  perform  under the  Incorporated
Provisions,  unless  such  failure  or  refusal  to perform is due solely to the
default of Sublandlord under the Underlying Lease. Upon Sublandlord's receipt of
a written  notice  from  Subtenant  that  Sublandlord  has  failed to perform an
obligation under the Incorporated Provisions or that the Underlying Landlord has
failed to perform an obligation under the Underlying Lease,  Sublandlord may, at
its sole  and  exclusive  option  (which  election  shall  be  promptly  made by
Sublandlord and notice thereof given to Subtenant promptly  thereafter)  either:
(a) use diligent efforts to cause Underlying Landlord to observe and perform the
same,  but at the sole  reasonable  cost and  expense of  Subtenant  (including,
without limitation, reasonable attorneys' fees and expenses), provided, however,
that Sublandlord does not guarantee  Underlying  Landlord's  compliance with the
Incorporated  Provisions,  or (b) direct  Subtenant to pursue its claim directly
against  Underlying  Landlord  (which may be done in  Subtenant's  name,  or, if
required as a matter of law or otherwise, in the name of Sublandlord,  in either
event at Subtenant's sole cost and expense),  in which event,  Sublandlord shall
use reasonable efforts to cooperate with Subtenant,


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at Subtenant's sole cost and expense. If Sublandlord  institutes suit, it or its
attorney shall keep Subtenant  fully apprised at all times of the status of such
action or proceeding  and shall not settle the same without the prior consent of
Subtenant,  which consent shall not be  unreasonably  withheld.  Subtenant shall
indemnify  and hold  harmless  Sublandlord  from and  against any and all claims
arising  from,  or in  connection  with,  any claim made in  Sublandlord's  name
including,  without limitation, all fines, suits, demands, reasonable attorneys'
fees and other  reasonable costs and  disbursements  incurred in connection with
any such claim.  Subtenant  shall not in any event have any rights in respect of
the Subleased  Premises greater than  Sublandlord's  rights under the Underlying
Lease with respect to the Subleased  Premises.  Notwithstanding any provision to
the contrary  contained herein, as to the Incorporated  Provisions,  Sublandlord
shall not be  required  to make any  payment  or  perform  any  obligation,  and
Sublandlord  shall have no  liability to  Subtenant  for any matter  whatsoever,
except for (so long as  Subtenant  is not in default of its monetary or material
obligations hereunder beyond the expiration of any applicable grace periods) (i)
Sublandlord's obligation to pay Rent or Additional Rent due under the Underlying
Lease,  and (ii)  Sublandlord's  obligation  to use diligent  efforts,  upon the
written  request of Subtenant,  but at the sole  reasonable  cost and expense of
Subtenant  (including,  without  limitation,   reasonable  attorneys'  fees  and
expenses),   to  cause  Underlying   Landlord  to  observe  and/or  perform  its
obligations  under the  Underlying  Lease  (or,  in the  alternative,  to direct
Subtenant to pursue its claims against  Underlying  Landlord) in accordance with
this Paragraph 7. Notwithstanding  anything herein or in the Underlying Lease to
the contrary, Sublandlord shall not be responsible for any failure or refusal to
perform (or the  interruption of services),  for any reason  whatsoever  (unless
such  failure or refusal to perform (or the  interruption  of  services)  is due
solely to the default of Sublandlord under the Underlying Lease) of the services
or facilities  that may be  appurtenant  to or supplied at the Building,  by the
Underlying  Landlord or otherwise,  including,  without  limitation,  heat,  air
conditioning,  water,  elevator service,  security and cleaning service, if any;
and no failure to furnish,  or interruption  of, any such services or facilities
shall give rise to any: (i)  abatement,  diminution or reduction of  Subtenant's
obligations  under this Sublease  (unless  Sublandlord  receives a corresponding
abatement, diminution or reduction under the Underlying Lease) or (ii) liability
on the part of  Sublandlord,  unless such  failure or refusal to perform (or the
interruption of services) is due solely to the default of Sublandlord  under the
Underlying Lease.

        8.  Underlying  Lease.  (a) Subtenant shall not do, suffer or permit any
act or thing to be done in the Subleased  Premises or in the Building  which may
constitute a breach or violation of, or a default under,  the Underlying  Lease.
Subtenant shall indemnify and hold Sublandlord harmless from and against any and
all losses, damages, liabilities,  claims, penalties,  interest, fees, costs and
expenses,   including  without   limitation   reasonable   attorneys'  fees  and
disbursements,  which may be  sustained  or  incurred  by, or  alleged  against,
Sublandlord  by reason of  Subtenant's  breach of the  covenant set forth in the
immediately preceding sentence.

                (b) Except with Subtenant's  prior written consent,  Sublandlord
        covenants  and agrees  that it will not  modify or amend the  Underlying
        Lease so as to reduce  Subtenant's  rights,  or increase its obligations
        hereunder,  except to a de minimis  extent.  Sublandlord  shall promptly
        furnish Subtenant with a copy of any amendment to the Underlying Lease.

        9.  Maintenance  and  Repair.  Subtenant  shall  take  good  care of the
Subleased  Premises and shall assume the responsibility for repairs which may be
necessary during the Term


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of this  Sublease in accordance  with Article 4 and the other  provisions of the
Underlying  Lease,  excepting  only those  services and repairs,  if any,  which
Underlying  Landlord may be obligated to provide and to make under the terms and
provisions of the Underlying Lease.

        10. Condition of the Subleased Premises; Alterations, etc. (a) Subtenant
shall accept the Subleased  Premises on the  Commencement  Date in their "as is"
condition  as  of  the  date  of  this  Sublease,  broom  clean  and  vacant  of
Sublandlord's  personnel  and  personalty  (other than the FF&E (as  hereinafter
defined)),  subject to normal wear and tear,  damage by fire and other  casualty
and any condemnation event.  Sublandlord hereby covenants and agrees to maintain
the  insurance  required  by  Article  9 of the  Underlying  Lease  through  the
Commencement Date and to the extent there is damage to the Subleased Premises or
the FF&E  that is not  repaired  or  replaced  prior to the  Commencement  Date,
Sublandlord  shall pay the net  proceeds  of any such  insurance  insuring  such
damage to Subtenant.

                (b)  Sublandlord  shall not otherwise be under any obligation to
        make   or   pay   for   any   alterations,   additions,   installations,
        substitutions,   improvements,  decorations  or  costs  of  restoration,
        removal  or  repair  of any kind or nature  whatsoever  relating  to the
        Subleased  Premises.  Notwithstanding  anything  to the  contrary in the
        Underlying Lease or the Incorporated Provisions,  except as specifically
        set forth herein,  Sublandlord  makes no  representations  or warranties
        whatsoever  with respect to the condition of the  Subleased  Premises or
        the  Building.  In making and  executing  this  Sublease,  Subtenant has
        relied solely on such  investigations,  examinations  and inspections as
        Subtenant has chosen to make.  Subtenant  acknowledges  that Sublandlord
        has  afforded   Subtenant   the   opportunity   for  full  and  complete
        investigations, examinations, and inspections of the Subleased Premises.

                (c) Sublandlord  shall have no obligations  whatsoever to alter,
        improve,  decorate or  otherwise  prepare  the  Subleased  Premises  for
        Subtenant's occupancy, except that Sublandlord shall:

              (i)  deliver  to  Subtenant  a form  ACP-5,  duly  executed  by an
appropriate   party  and  covering  the  Subleased   Premises   indicating  that
Subtenant's work may be performed as a non-asbestos project;

              (ii)  deliver  the  bathrooms  inside the  Subleased  Premises  in
compliance with the applicable building codes;

              (iii) remove all building  code  violations  against the Subleased
Premises,  if any, that would delay  Subtenant from obtaining a building  permit
for its Initial  Alterations  (as  hereinafter  defined) or a final approval for
such Initial Alterations; and

              (iv) repair any damage to the  Subleased  Premises  caused  during
Sublandlord's move-out.

                (d)  Subtenant   shall  submit  to  Sublandlord  and  Underlying
        Landlord  simultaneously,  the plans and  specifications  depicting  any
        proposed  Alterations  (which shall be in form reasonably  acceptable to
        Sublandlord and Underlying Landlord (provided, Underlying Landlord shall
        accept the same from  Subtenant) and, in any event,


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        in the  form  required  by the  Underlying  Lease)  and  which  shall be
        reviewed by  Sublandlord  and  Underlying  Landlord for review,  in each
        case, at the sole, cost and expense of Subtenant.  Subtenant agrees that
        upon receiving Underlying  Landlord's and Sublandlord's  consent to such
        plans and  specifications  pursuant to Article 3 of the Underlying Lease
        (as consented to, the "Approved  Plans and  Specifications"),  Subtenant
        shall cause such Alterations to be constructed  pursuant to the Approved
        Plans and Specifications.

        11. Assignment and Subletting.  (a) Subtenant shall not, by operation of
law or otherwise,  assign, sell, mortgage, pledge or in any manner transfer this
Sublease or any interest therein,  or sublet the Subleased  Premises or any part
or parts  thereof,  or grant any  concession  or  license  or  otherwise  permit
occupancy of all or any part of the  Subleased  Premises by any person except in
accordance  with  the  provisions  of  Article  12  of  the  Underlying   Lease.
Notwithstanding  the  foregoing,  if this  Sublease  shall be assigned or if the
Subleased Premises or any part thereof shall be sublet or occupied by any person
or persons  other than the original  Subtenant  named  herein,  Sublandlord  may
collect rent from any such assignee  and/or any  subtenants  or  occupants,  and
apply the net amounts  collected to the Fixed Rent and  Additional  Rent, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver of
any of the  provisions  of this  Sublease,  including  without  limitation  this
Paragraph,  or the  acceptance  of the  assignee,  subtenant  or  occupant  as a
subtenant,  or a release  of any person  from the  further  performance  by such
person of the obligations of Subtenant under this Sublease.

                (b) Sublandlord's  consent to any assignment or subletting shall
        neither  release  Subtenant  from its liability for the  performance  of
        Subtenant's  obligations  hereunder  during the  balance of the Term nor
        constitute   Sublandlord's   consent  to  any  further   assignment   or
        subletting.

                (c) If  Sublandlord  shall give its consent to any assignment of
        this Sublease or to any subletting or if Subtenant  shall enter into any
        other assignment or subsublease permitted hereunder,  Subtenant shall in
        consideration  therefor, pay to Sublandlord as Additional Rent an amount
        equal to fifty  (50%)  percent of  Subtenant's  profit in respect of any
        such  assignment  or  subsubletting  that is not  otherwise  payable  to
        Underlying Landlord pursuant to the terms of, and as defined in, Section
        12(J) of the Underlying Lease or otherwise less:

              (i) in the case of an assignment,  all expenses  actually incurred
by  Subtenant  on account  of  brokerage  commissions,  legal  expenses,  tenant
improvement  allowances,  rent credits and advertising  costs in connection with
such  assignment,  provided that Subtenant shall submit to Sublandlord a receipt
evidencing  the  payment  of  such  expenses  (or  other  proof  of  payment  as
Sublandlord shall reasonably require); and

              (ii) in the case of subletting,  all expenses actually incurred by
Subtenant  on  account  of  brokerage   commissions,   legal  expenses,   tenant
improvement allowances, rent credits, advertising costs and the cost of demising
the  premises  so sublet in  connection  with such  subsublease,  provided  that
Subtenant  shall submit to Sublandlord a receipt  evidencing the payment of such
expenses (or other proof of payment as Sublandlord  shall  reasonably  require),
provided,  however,  in each case of the  foregoing  clauses (i) and (ii),  such
expenses shall only be


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deducted to the extent not  previously  deducted by  Underlying  Landlord in the
calculation of the profit payable to Underlying  Landlord  pursuant to the terms
of, and as defined in, Section 12(J) of the Underlying  Lease or otherwise.  The
sums paid  under this  subparagraph  (c) of this  Paragraph  11 shall be paid to
Sublandlord as and when payable by the subsubtenant to Subtenant.

        12. Remedies.  In the event Subtenant defaults in the performance of any
of the terms,  covenants or  conditions  of this  Sublease or of the  Underlying
Lease,  Sublandlord  shall be entitled to exercise any and all of the rights and
remedies to which it is  entitled  by law or in equity,  and also any and all of
the rights and remedies specifically provided for in the Underlying Lease, which
are  hereby  incorporated  herein and made part  hereof  with the same force and
effect  as if  herein  specifically  set  forth in  full,  and  wherever  in the
Underlying Lease rights and remedies are given to Underlying Landlord,  the same
shall be deemed to refer to Sublandlord.

        13.  End of Term;  Holdover.  (a) On the date upon  which the Term shall
expire and come to an end, whether on expiration,  surrender,  by lapse of time,
termination or otherwise, Subtenant, at Subtenant's sole cost and expense, shall
quit and surrender the Subleased  Premises to Sublandlord in the same good order
and  condition  as  Sublandlord  delivers  them to  Subtenant  and  otherwise as
required  by the  Underlying  Lease on the  Expiration  Date,  as defined in the
Underlying  Lease except that  Subtenant  shall have no obligation to remove any
existing Alterations in the Subleased Premises.  However, Subtenant shall remove
the  Alterations  made  by it and  all of its  personal  property  and  business
fixtures  to the  extent  required  by  Paragraph  31 hereof or Article 3 of the
Underlying Lease as incorporated herein by reference.

                (b)  The  parties   recognize  and  agree  that  the  damage  to
        Sublandlord  resulting from any failure by Subtenant to timely surrender
        possession of the Sublease  Premises as aforesaid  will be  substantial,
        will  exceed  the  amount  of the  monthly  installments  of Fixed  Rent
        theretofore  payable  hereunder,  and will be  impossible  to accurately
        measure.  Subtenant therefore agrees that if possession of the Subleased
        Premises is not surrendered to Sublandlord within twenty-four (24) hours
        of the Expiration Date or sooner termination of the Term, in addition to
        any other rights or remedy Sublandlord may have hereunder,  at law or in
        equity,  and in addition to all Additional  Rent due or accruing  during
        any holdover  period,  Subtenant shall pay to Sublandlord for each month
        and for each portion of any month hereunder during which Subtenant holds
        over in the  Subleased  Premises  after  the  Expiration  Date or sooner
        termination of the this Sublease, a sum equal to (i) one and one half (1
        1/2)  times the  aggregate  of the Rent (as  defined  in the  Underlying
        Lease) that is payable by Sublandlord  under the Underlying Lease during
        the last month of the term thereof  ("Sublandlord's  Last Month's Rent")
        for the entire  Premises  (as defined in the  Underlying  Lease) for the
        first (1st) month or portion thereof that Subtenant holds over, (ii) two
        hundred percent (200%) of Sublandlord's Last Month's Rent for the entire
        Premises  for the second  (2nd) month or portion  thereof  during  which
        Subtenant  continues to hold over and (iii) three hundred percent (300%)
        of Sublandlord's Last Month's Rent for the entire Premises for the third
        (3rd)  and  each  succeeding  month  or  portion  thereof  during  which
        Subtenant continues to hold over, in each case, following the Expiration
        Date or sooner  termination of this Sublease.  Nothing herein  contained
        shall  be  deemed  to  permit  Subtenant  to  retain  possession  of the
        Subleased  Premises after the Expiration  Date or sooner  termination of
        this Sublease and no acceptance by


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        Sublandlord  of payments from  Subtenant  after the  Expiration  Date or
        sooner  termination  of the Term  shall be  deemed  to be other  than on
        account of the amount to be paid by  Subtenant  in  accordance  with the
        provisions  of this  Paragraph  13, which  provisions  shall survive the
        Expiration  Date or sooner  termination of this  Sublease.  If Subtenant
        shall  hold-over or remain in possession of any portion of the Subleased
        Premises  more than  ninety  (90) days  beyond  the  Expiration  Date or
        earlier termination of this Sublease,  notwithstanding the acceptance of
        any rent and Additional Rent paid by Subtenant pursuant to the preceding
        provisions,  Subtenant  shall be subject not only to summary  proceeding
        and all damages related thereto,  but also to any damages arising out of
        lost opportunities  (and/or new leases) by Underlying Landlord to re-let
        the  Premises  (or any part  thereof).  All damages to  Sublandlord  and
        Underlying  Landlord by reason of such holding over by Tenant may be the
        subject of a separate action and need not be asserted by Sublandlord and
        Underlying Landlord in any summary proceedings against Subtenant.

                (c)  Notwithstanding  the foregoing,  to the extent Sublandlord,
        its successors, assigns and/or other subtenants are occupying any of the
        Premises (as defined in the Underlying  Lease) after September 30, 2011,
        the  amounts  payable by  Subtenant  for holding  over in the  Subleased
        Premises  shall be the product of (a) the  applicable  multiplier as set
        forth in clauses (i), (ii) and (iii) of  subparagraph  (b) times (b) the
        Fixed Rent and any Additional  Rent payable during the last month of the
        Term, and from and after the date Sublandlord,  its successors,  assigns
        and/or other  subtenants are no longer occupying any of the Premises and
        Subtenant  continues to hold-over in the  Subleased  Premises the amount
        payable by Subtenant shall be calculated in accordance with subparagraph
        (b) hereof.

        14. Subordination;  Attornment. This Sublease is subject and subordinate
to the Underlying  Lease.  In the event of termination of the Underlying  Lease,
and  re-entry and  dispossession  of the  Sublandlord  by  Underlying  Landlord,
Underlying Landlord, may, at its option, take over all right, title and interest
of Sublandlord under this Sublease and Subtenant shall, at Underlying Landlord's
option, attorn to Underlying Landlord, as the case may be, pursuant to the terms
of this Sublease,  except that Underlying Landlord shall not be bound, liable or
obligated  (as  appropriate)  for or with  respect to the  matters  set forth in
Section 12(P) of the Underlying Lease.

        15. Damage, Destruction and Other Casualty. (a) Notwithstanding anything
to the contrary set forth in this Sublease or in the Incorporated Provisions, if
the Subleased  Premises or any portion thereof shall be damaged by fire or other
casualty  or be  condemned  or taken in any manner for a public or  quasi-public
use, Subtenant agrees that it shall be the obligation of the Underlying Landlord
and not of  Sublandlord  to repair,  restore or rebuild the Subleased  Premises.
Subject  to   subparagraph   (b)  below,  in  the  event  of  such  casualty  or
condemnation,  this Sublease shall continue in full force and effect,  unless in
connection   therewith   Underlying  Landlord  or  Sublandlord   terminates  the
Underlying Lease pursuant to the provisions thereof.  Pending restoration of any
damage caused by such casualty or taking, to the extent  Sublandlord,  as tenant
under the  Underlying  Lease,  actually  receives an  abatement  of rent payable
pursuant to the Underlying Lease,  Fixed Rent and other rent payable pursuant to
this  Sublease  shall  be  apportioned  (in  proportion  to the  portion  of the
Subleased Premises as is useable) during the period of any such abatement in the
same proportion as the abatement provided to Sublandlord


                                       10
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as tenant under the Underlying  Lease. In the event of a condemnation or taking,
Subtenant  shall be  entitled  to the  portion of any award that  relates to the
Subleased  Premises (or the portion thereof so affected) received by Sublandlord
with respect to the Underlying Lease,  this Sublease or the Subleased  Premises;
provided,  however,  that with  respect to a temporary  taking of the  Subleased
Premises,  Subtenant  shall be entitled to the portion of the award  received by
Sublandlord  that relates to the Subleased  Premises (or the portion  thereof so
affected) during the Term of this Sublease.

                (b) If (i) fifty  percent  (50%) or more of the rentable area of
        the Subleased  Premises is damaged or rendered  untenantable  by fire or
        other casualty and (ii) Sublandlord  shall have notified  Subtenant that
        the Restoration Date (as defined in the Underlying Lease) exceeds twelve
        (12) months  following  the sixty (60) day estimate  period  provided in
        Section 10(b)(ii) of the Underlying Lease, then Subtenant shall have the
        right to terminate  this  Sublease,  but only by giving  written  notice
        ("Subtenant's  Termination  Notice") thereof to Sublandlord within seven
        (7) days after  receipt of notice  from  Sublandlord  pursuant to clause
        (ii) of this Section  15(b).  If Subtenant  shall exercise such right to
        terminate this Sublease, then: (x) this Sublease and the term and estate
        hereby granted shall terminate on the later of (A) the date specified in
        Subtenant's Termination Notice (which date shall not be more than thirty
        (30)  days  after  the date of the  giving  of  Subtenant's  Termination
        Notice) or (B) the date  Subtenant  vacates the  Subleased  Premises and
        removes  all of its  property  and the FF&E  therefrom,  but in no event
        later than ninety (90) days after the giving of Subtenant's  Termination
        Notice (or such earlier date as Underlying Landlord may require pursuant
        to the terms of the Underlying  Lease),  provided that  Subtenant  shall
        continue  to pay all Fixed Rent and  Additional  Rent and perform all of
        its  obligations  with respect to the  Subleased  Premises  through such
        termination date (less any abatement), in each ease, with the same force
        and effect as if that were the date  hereinbefore set for the expiration
        of the  Term,  and (y) the  Fixed  Rent  and  Additional  Rent  shall be
        apportioned as of such dates.

                (c) The parties agree that this Article  constitutes "an express
        agreement to the contrary"  governing any case of damage or  destruction
        of the  Subleased  Premises or the  Building  by fire or other  casualty
        under Section 227 of the New York Real Property Law, and such law or any
        other law of like import  providing  to the contrary now or hereafter in
        force shall have no application.

        16. Authority. The person signing this Sublease on behalf of Sublandlord
and the person signing this Sublease on half of Subtenant,  each represents that
he or she has full right and  authority  to execute  this  Sublease on behalf of
such party, and that this Sublease constitutes a valid and binding obligation of
Sublandlord or Subtenant,  as the case may be, enforceable against such party in
accordance with its terms.

        17.  Confidentiality.  Subtenant shall treat the terms of the Underlying
Lease with  confidentiality  and agrees not to disclose the terms thereof to any
person or entity,  except as may be otherwise required by law. Each of Subtenant
and Sublandlord shall treat the terms of this Sublease with  confidentiality and
agrees not to  disclose  the terms  thereof to any person or entity  without the
consent  of the other,  which  consent  shall not be  unreasonably  withheld  or
delayed.


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        18. Consents and Approvals.  Except as otherwise  provided  specifically
herein,  whenever it is provided in the Underlying  Lease that the prior written
consent or approval or other act of the  Underlying  Landlord is required for or
as a condition  to any act on the part of  Sublandlord,  then for the purpose of
this Sublease the prior written  consent or approval or other act of Sublandlord
and  Underlying  Landlord  shall  be  required  for  or as a  condition  to  any
corresponding  act on the part of Subtenant.  Sublandlord  shall  cooperate with
Subtenant in obtaining the consent or approval of Underlying Landlord, and shall
upon  request  of  Subtenant,  promptly  make any such  request  and  submit any
necessary  information  (after  Sublandlord's  receipt of such  information from
Subtenant)  for the consent or approval of  Underlying  Landlord.  Whenever  the
consent or approval of  Underlying  Landlord  is required  under the  Underlying
Lease,  if Underlying  Landlord  shall  withhold its consent or approval for any
reason,  or delay the giving of such consent or approval,  Sublandlord  shall be
deemed to be acting reasonably if it shall also withhold or delay its consent or
approval.

        19.  Notices.  All notices,  consents,  approvals,  demands and requests
which are required or desired to be given by either party to the other hereunder
shall  be in  writing  and  shall be  personally  delivered,  sent by  reputable
overnight  courier  delivery  service  or sent by United  States  registered  or
certified  mail and  deposited in a United  States post office,  return  receipt
requested  and  postage  prepaid.  Notices,  consents,  approvals,  demands  and
requests which are served upon  Sublandlord or Subtenant in the manner  provided
herein shall be deemed to have been given or served for all  purposes  hereunder
on the day personally  delivered or refused, the next business day after sending
by  overnight  courier as  aforesaid  or on the third (3rd)  business  day after
mailing as aforesaid. All notices,  consents,  approvals,  demands, and requests
given to Sublandlord or Subtenant shall be addressed to the address set forth at
the  beginning  of this  Sublease  (except  that any notice to be  delivered  to
Subtenant  hereunder after the Commencement Date shall be delivered to Subtenant
at the Subleased  Premises) with a copy at the same time and in the same manner,
in the case of notices  to  Sublandlord,  to Robert I.  Bressman,  Esq.,  Mayer,
Brown,  Rowe & Maw LLP, 1675 Broadway,  New York, New York 10019 and in the case
of notices to Subtenant, to Executive Vice President and General Counsel, Marvel
Enterprises Inc., at the Subleased Premises.  Either party may from time to time
change the names and/or addresses to which notices, consents, approvals, demands
and  requests  shall be  addressed  by a notice  given  in  accordance  with the
provisions of this Paragraph.  Notices  hereunder from either party may be given
by such party's attorney.

        20.  Termination of Underlying  Lease. If for any reason the Term of the
Underlying Lease with respect to the Subleased Premises shall terminate prior to
the Expiration Date, this Sublease shall thereupon be terminated and Sublandlord
shall not be liable to Subtenant by reason  thereof  unless both:  (a) Subtenant
shall not then be in  default of any of its  monetary  or  material  obligations
under this Sublease,  and (b) said termination  shall have been effected because
of  the  breach  or  default  of  Sublandlord   under  the   Underlying   Lease.
Notwithstanding  the foregoing,  Sublandlord shall be liable to Subtenant if the
provisions  of clause  (a) above are  satisfied  and the Term of the  Underlying
Lease shall terminate prior to the Expiration  Date,  other than as permitted by
the terms of the Underlying Lease, including but not limited to, early voluntary
termination  or surrender of the  Underlying  Lease unless  Underlying  Landlord
agrees not to disturb the occupancy of Subtenant in the Subleased Premises,  and
recognizes  Subtenant as a direct tenant of Underlying  Landlord  under the then
executory terms of this Sublease.


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        21.  Electricity;  HVAC. (a) Subtenant  acknowledges that electricity is
furnished to the Subleased Premises by Underlying  Landlord under the Underlying
Lease on a submetered  basis and that Subtenant shall pay as Additional Rent all
charges  payable for electricity  with respect to the Subleased  Premises during
the Term in accordance  with the  provisions of Section 29(H) of the  Underlying
Lease  at  the  cost  (including,  without  limitation,   Underlying  Landlord's
supervision  and  overhead  charge,  submeter  installation,  if  required,  and
maintenance  costs and  taxes)  that  Underlying  Landlord  charges  Sublandlord
pursuant  to the terms of the  Underlying  Leases.  Subject  to the terms of the
Underlying  Lease,  the Subleased  Premises shall be provided with six (6) watts
connected electrical load per rentable square foot by Underlying Landlord.

                (b)  Subtenant  shall be  allowed  the use of the  existing  air
        conditioning  units  serving the Subleased  Premises,  which shall be in
        good working order on the Commencement Date. Subtenant acknowledges that
        condenser  water is furnished to the air  conditioning  units located on
        the 10th" floor and one unit on the 11th floor of the Subleased Premises
        by Underlying  Landlord under the Underlying Lease on a submetered basis
        and that Subtenant  shall pay as Additional Rent all charges payable for
        such condenser water consumption  during the Term in accordance with the
        applicable  provisions  of Section 29(C) (other than the tap-in fee) and
        Section 29(D) of the Underlying  Lease.  Subtenant  shall be responsible
        for  all  electricity   costs   associated  with  its  use  of  the  air
        conditioning  units on both the 10th and 11th  floors  of the  Subleased
        Premises.  Subtenant shall be solely  responsible,  at its sole cost and
        expense,  for the service and  maintenance of all such air  conditioning
        units  pursuant  to  the  terms  and  conditions  of  Article  29 of the
        Underlying  Lease,  and Subtenant shall enter into and maintain  service
        and maintenance  contracts with respect  thereto  throughout the Term of
        this Sublease;  provided,  however, that Sublandlord shall, if requested
        by  Subtenant  and if  permitted,  assign any  service  and  maintenance
        contracts  covering the  equipment to  Subtenant  upon the  Commencement
        Date.

        22.  Insurance.  Subtenant shall comply with the insurance  requirements
imposed upon  Sublandlord as "Tenant" under Article 9 of the Underlying Lease as
incorporated  herein.  Such  insurance  shall name  Sublandlord  and  Underlying
Landlord as additional insured parties as their respective interests may appear.
Subtenant shall furnish Sublandlord with certificates  evidencing such insurance
prior to the Commencement Date.

        23. Right to Cure Defaults and Damages.  If Subtenant  shall at any time
fail to make any payment or perform any other obligation of Subtenant  hereunder
within the applicable cure and grace period, if any, then Sublandlord shall have
the right, but not the obligation,  after five (5) days' notice to Subtenant, or
without notice to Subtenant in the case of any emergency, and without waiving or
releasing  Subtenant from any obligations of Subtenant  hereunder,  to make such
payment or perform such other obligation of Subtenant in such manner and to such
extent as Sublandlord  shall deem  reasonably  necessary,  and in exercising any
such right,  to pay any incidental  costs and expenses,  employ  attorneys,  and
incur and pay reasonable attorneys' fees and disbursements.  Subtenant shall pay
to Sublandlord  upon demand all sums so paid by  Sublandlord  and all incidental
costs and expenses of  Sublandlord  in connection  therewith,  together with the
charges  and  interest  thereon  in the  amounts  and at the  rates set forth in
Section 19(B) of the Underlying Lease.


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        24.  Brokerage.  Each party represents and warrants to the other that it
has not dealt with any broker or person in connection  with this Sublease  other
than, on the part of  Sublandlord,  CB Richard Ellis,  Inc., and, on the part of
Subtenant, Cushman & Wakefield, Inc. (the "Brokers"). The execution and delivery
of this Sublease by each party shall be conclusive  evidence that such party has
relied upon the foregoing representation and warranty. Subtenant shall indemnify
and  hold  Sublandlord  harmless  from  and  against  any  and  all  claims  for
commission,  fee or other  compensation by any person other than the Brokers who
shall claim to have dealt with  Subtenant in  connection  with this Sublease and
for any and all costs incurred by  Sublandlord  in connection  with such claims,
including,  without  limitation,  reasonable  attorneys' fees and disbursements.
Sublandlord shall indemnify and hold Subtenant harmless from and against any and
all claims for commission, fee or other compensation by any person including the
Brokers who shall claim to have dealt with  Sublandlord in connection  with this
Sublease and for any and all costs incurred by Subtenant in connection with such
claims,   including,   without  limitation,   reasonable   attorneys'  fees  and
disbursements.  Sublandlord  shall pay the  Brokers'  commission  pursuant  to a
separate  brokerage  agreement.  This provision  shall survive the expiration or
earlier termination of this Sublease.

        25. No Waiver.  The failure of either party to insist in any one or more
cases upon the strict  performance or observance of any obligation  hereunder or
to exercise  any right or option  contained  herein  shall not be construed as a
waiver or relinquishment for the future of any such obligation, right or option.
Sublandlord's receipt and acceptance of Fixed Rent or Additional Rent, or either
party's  acceptance of performance  of any other  obligation by the other party,
with or without  knowledge of such other party's breach of any provision of this
Sublease, shall not be deemed a waiver of such breach. No waiver by either party
of any term, covenant or condition of this Sublease shall be deemed to have been
made unless expressed in writing and signed by that party.

        26.  Complete  Sublease.  There  are  no  representations  or  prior  or
contemporaneous   oral   or   prior   written   agreements,    arrangements   or
understandings,  between  the parties  relating  to the  subject  matter of this
Sublease which are not fully expressed in this Sublease. This Sublease cannot be
changed  or  terminated  other  than by a  written  agreement  executed  by both
parties.

        27. Successors and Assigns.  The provisions of this Sublease,  except as
herein otherwise specifically  provided,  shall extend to, bind and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns. In the event of any assignment or transfer of Sublandlord's interest in
the Underlying  Lease, the transferor or assignor,  as the case may be, shall be
and hereby is entirely relieved and freed of all obligations under this Sublease
arising from and after the date of any such assignment or transfer.

        28.   Interpretation.   Irrespective   of  the  place  of  execution  or
performance, this Sublease shall be governed by and construed in accordance with
the laws of the State of New York.  If any  provision  of this  Sublease  or the
application  thereof to any person or circumstance  shall, for any reason and to
any extent, be invalid or unenforceable,  the remainder of this Sublease and the
application  of that  provision to other persons or  circumstances  shall not be
affected  but rather  shall be  enforced  to the extent  permitted  by law.  The
captions,  headings  and  titles,  if  any,  in this  Sublease  are  solely  for
convenience of reference and shall not affect its interpretation.  This Sublease
shall be construed  without  regard to any  presumption  or other rule


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requiring  construction  against the party  causing this Sublease to be drafted.
Each covenant,  agreement,  obligation or other provision of this Sublease shall
be deemed and  construed  as a separate  and  independent  covenant of the party
bound by,  undertaking or making same,  not dependent on any other  provision of
this  Sublease  unless  otherwise  expressly  provided.  All  pronouns  and  any
variations  thereof  shall be  deemed  to refer to the  masculine,  feminine  or
neuter, singular or plural, as the identity of the parties may require. The word
"person" as used in this  Sublease  shall mean a natural  person or  persons,  a
partnership,  a corporation,  a limited  liability  company or any other form of
business  or legal  association  or entity.  This  Sublease  may be  executed in
counterparts or with counterpart signature pages, which together shall be deemed
one and the same instrument.

        29. Consent of Underlying  Landlord.  The effectiveness of this Sublease
is conditioned upon the parties obtaining the Underlying  Landlord's  Consent to
the  subletting  provided  for  herein  and the  satisfaction  or waiving of any
conditions  precedent with respect to such consent.  Sublandlord  shall use good
faith efforts to obtain the Underlying  Landlord's  Consent and Subtenant  shall
cooperate  with  Sublandlord in this regard and use good faith efforts to obtain
such  consent.  Sublandlord  shall  have  no  obligation  to  satisfy  any  such
conditions  precedent with respect to Underlying  Landlord's Consent (other than
the payment of any reasonable  attorneys' fees or other processing fees required
by the  Underlying  Lease).  Notwithstanding  anything to the contrary set forth
herein, in the event that the Underlying  Landlord's Consent is not executed and
delivered  by  Underlying  Landlord  on or  before  October  31,  2004,  each of
Sublandlord  and  Subtenant  shall have the right to terminate  this Sublease by
giving notice to the other party within five (5) days of such date.

        30.  Liability.  Notwithstanding  any other provision  contained in this
Sublease to the contrary,  each party shall look only to the assets of the other
party for the  satisfaction  of any  liability  of the other  party  under  this
Sublease,  it being  expressly  understood and agreed that any partner,  member,
officer,  director,  employee  or  agent  of  Sublandlord  or  Subtenant  as  an
individual shall not be held personally  liable for such obligations and neither
party shall pursue satisfaction of any judgment against the other against assets
of any individual partner, member, officer, director,  employee or agent of such
other party.

        31.  Subtenant  Improvement  Allowance.  (a)  Sublandlord  will  provide
Subtenant  an  alteration  allowance  in the amount of  [redacted  pursuant to a
request  for  confidential  treatment  filed with the  Securities  and  Exchange
Commission]  as a  reimbursement  of amounts  actually  paid by Subtenant to its
contractors  and  subcontractors  for work and materials  incorporated  into the
Subleased Premises ("Sublandlord's Contribution") in connection with Subtenant's
construction costs of preparing the Subleased  Premises for Subtenant's  initial
occupancy  (the "Initial  Alterations").  Upon  completion of the portion of the
Initial  Alterations  in  which  Subtenant  has  paid at  least  the  amount  of
Sublandlord's  Contribution,  upon submission of a requisition  from Sublandlord
detailing  the work  performed  and the cost  thereof,  accompanied  by (x) paid
invoices from  Subtenant's  general  contractor  for work  constituting  Initial
Alterations,  (y) a certificate from Subtenant's general contractor or architect
indicating that the work performed as reflected in the requisition was performed
in  accordance  with the  Approved  Plans and  Specifications  and  otherwise in
accordance with the  requirements of the Underlying  Lease and this Sublease and
(z) lien waivers from all contractors,  subcontractors,  vendors,  suppliers and
materialmen who shall have furnished  materials or supplies or performed work in
respect of the Initial Alterations,


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Sublandlord  shall pay  Sublandlord's  Contribution to Subtenant  within fifteen
(15) days of its receipt of such  requisition and supportive  documentation.  In
the event any  mechanic's  lien  shall have been  filed  relating  to any of the
Initial Alterations,  the amount thereof may be withheld from payment until such
lien has been  removed  by bond or  otherwise.  If after the  completion  of the
Initial  Alterations  the total  cost of the  Initial  Alterations  is less than
Sublandlord's  Contribution,  the  difference  of such amount  shall be credited
against the installments of Fixed Rent next due and payable under this Sublease;
provided, no Event of Default shall exist on the date of any such credit.

                (b) Sublandlord  shall make available to Subtenant the items set
        forth on Exhibit C annexed hereto and  incorporated  herein by reference
        and any network and phone cabling existing in the Subleased  Premises on
        the Commencement Date  (collectively,  the "FF&E"), in each case, in its
        "as is"  condition as of the date hereof,  reasonable  wear and tear and
        damage by fire or other insurable  casualty  excepted,  at no additional
        cost to Subtenant  throughout the Term.  Subtenant shall insure and bear
        the risk of loss of the  FF&E,  take  good  care of the  FF&E and  shall
        repair and maintain the FF&E in good condition, reasonable wear and tear
        excepted.  At the  expiration of the Term hereof or if this Sublease and
        the Underlying Lease are sooner terminated due to fire or other casualty
        or  condemnation,  title  to  the  FF&E  shall  pass  to  Subtenant  and
        Subtenant, at its sole cost and expense, shall remove such FF&E from the
        Subleased  Premises  in  accordance  with the  terms and  conditions  of
        Article 21 of the Underlying Lease. If this Sublease is terminated prior
        to the Expiration Date due to an Event of Default by Subtenant, title to
        the FF&E shall remain with  Sublandlord and possession  thereto shall be
        returned to Sublandlord  concurrently  with  possession of the Subleased
        Premises, in the same condition as delivered to Subtenant, ordinary wear
        and tear excepted.

        32. Security Deposit.

                (a)  Subtenant  shall deliver to  Sublandlord,  within seven (7)
        business  days  after  Sublandlord's  receipt of  Underlying  Landlord's
        Consent,  the sum of  [redacted  pursuant to a request for  confidential
        treatment  filed  with the  Securities  and  Exchange  Commission]  (the
        "Security Deposit"), as security for the timely and faithful performance
        and  observance  by  Subtenant  of  each  of the  terms,  covenants  and
        conditions  of  this  Sublease,   including,   without  limitation,  the
        surrender of  possession  of the Subleased  Premises to  Sublandlord  as
        herein provided, in the form of an unconditional,  irrevocable letter of
        credit for the benefit of Sublandlord (the "L/C") issued by a commercial
        bank with an office in New York City where such L/C may be presented for
        payment,   which  L/C  shall  be  in  form  and   substance   reasonably
        satisfactory  to  Sublandlord,  and which  letter of credit shall have a
        term  (including  renewals)  of not less than thirty (30) days after the
        Expiration Date.

                (b) In the event  Subtenant  defaults  in  respect of any of the
        terms, provisions and of this Sublease,  including,  but not limited to,
        the payment of Fixed Rent or any item of  Additional  Rent,  Sublandlord
        may draw upon the L/C either in whole or any part  thereof to the extent
        required  for the  payment of any Fixed  Rent or any item of  Additional
        Rent  as  to  which  Subtenant  is in  default  or  for  any  sum  which
        Sublandlord


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        may expend or be required to expend by reason of Subtenant's  default in
        respect to any of the terms,  covenants and conditions of this Sublease,
        including, but not limited to any damages or deficiency in the reletting
        of the Subleased Premises,  whether such damages or deficiency accrue or
        accrues  before  or  after  summary  proceedings  or other  re-entry  by
        Sublandlord.  The  L/C  shall  provide  that  it may be  drawn  upon  by
        presentation to the issuing bank of a statement by Sublandlord  that (i)
        an event of default by  Subtenant  has  occurred  under the Sublease and
        that notice,  if required under the Sublease has been given to Subtenant
        thereof and any cure period has passed and (ii) specifying the amount of
        the draft presented which shall be equal to the amount which Sublandlord
        is entitled to be paid under the Sublease.

                (c) Sublandlord  shall give Subtenant notice of any drawing upon
        the L/C. Anytime after the L/C is drawn upon, within ten (10) days after
        Sublandlord's notice and demand therefor,  Subtenant shall reinstate the
        full amount of the L/C.

                (d) In the event of an assignment of  Sublandlord's  interest in
        the Underlying Lease by Sublandlord, Sublandlord shall have the right to
        transfer  the L/C to the  assignee and  Sublandlord  shall  thereupon be
        released by Subtenant from all liability for the return of such Security
        Deposit.  Subtenant  shall look  solely to the new  sublandlord  for the
        return of the Security  Deposit.  The  provisions  hereof shall apply to
        every  transfer or  assignment  of the  Security  Deposit  made to a new
        sublandlord.

                (e) In the event  Subtenant  fully and  faithfully  performs its
        obligations  hereunder,  the  original  L/C, to the extent not  applied,
        shall be returned to  Subtenant  promptly  after the date that is thirty
        (30) days after the later of (i) the  Expiration  Date and (ii) delivery
        of  possession of the entire  Subleased  Premises to  Sublandlord.  This
        Paragraph 32 shall survive the Expiration Date.

        33. Indemnity. (a) Subtenant hereby agrees to indemnify, defend and hold
harmless Sublandlord, its partners, members, officers, directors,  employees and
agents from and against any and all claims, losses, damages, liabilities,  costs
and expenses  arising out of,  relating to or resulting  from, (a) any breach by
Subtenant of any of the representations,  warranties, covenants or agreements of
Subtenant  under this  Sublease  and any breach or default by  Subtenant  or any
sublessees  or  assignees  of  Subtenant  in the  performance  of  those  terms,
covenants  and  conditions  of the  Underlying  Lease which have been assumed by
Subtenant or incorporated herein by reference, (b) the conduct of business in or
management of the Subleased  Premises  during the Term or while  Subtenant is in
possession of, or otherwise occupies all or any part of, the Subleased Premises,
(c) any work or thing  whatsoever done or any condition  created in or about the
Subleased  Premises  during the Term or while  Subtenant is in  possession of or
otherwise  occupies all or any part of the Subleased  Premises or (d) any act or
omission of  Subtenant  or of any  licensee,  invitee or other  occupant  of, or
person present at, the Subleased  Premises  (including  those of any assignee or
sublessee of Subtenant)  or of any  employee,  agent or contractor of any of the
foregoing  during the Term or while  Subtenant is in possession of, or otherwise
occupies,  all or any part of the Subleased Premises,  in each case, only to the
extent not due to the gross  negligence or willful  misconduct of Sublandlord or
other sublessees or assignees of Sublandlord (other than Subtenant). Sublandlord
shall promptly notify Subtenant of any claim for indemnification.


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                (b)  Sublandlord  hereby  agrees to  indemnify,  defend and hold
        harmless  Subtenant,  its  partners,   members,   officers,   directors,
        employees  and  agents  from and  against  any and all  claims,  losses,
        damages, liabilities,  costs and expenses arising out of, relating to or
        resulting   from,   (a)  any  breach  by   Sublandlord  of  any  of  the
        representations,  warranties,  covenants or  agreements  of  Sublandlord
        under this  Sublease  and (b) any breach or  default by  Sublandlord  or
        assignees  of  Sublandlord   (other  than  Subtenant  or  its  permitted
        sublessees or permitted  assignees) in the  performance  of those terms,
        covenants and conditions of Paragraph 7 hereof. Subtenant shall promptly
        notify Sublandlord of any claim for indemnification.

        [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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


                                  CIBC WORLD MARKETS CORP.,
                                  a Delaware corporation

                                  By:        /s/ Gary W. Brown
                                             ---------------------------------
                                  Name:      Gary W. Brown
                                  Title:     Chief Operating Officer

                                  MARVEL ENTERPRISES INC.
                                  a Delaware corporation

                                  By:        /s/ Allen Lipson
                                             ---------------------------------
                                  Name:      Allen Lipson
                                  Title:     President


                                       19
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                                    EXHIBIT A
                                    ---------

                                   Floor Plan


                                       20
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                           [Graphic Material Omitted]


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                                    EXHIBIT B

                                Underlying Lease


                                       22
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                       -----------------------------------



                               AGREEMENT OF LEASE

                                     Between

                        EBS FIFTH PROPERTY ASSOCIATES LLC

                                    Landlord,


                                       and


                            CIBC WORLD MARKETS CORP.

                                     Tenant.



                                    Premises:
           The entire second (2nd) floor, the entire mezzanine level,
                      the entire eleventh (11th) floor and
                       a portion of the tenth (10th) floor
                                417 Fifth Avenue
                               New York, New York



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


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1.      BASIC LEASE TERMS......................................................1

        A.     Definitions.....................................................1

        B.     Demise..........................................................3

        C.     Term............................................................3

        D.     Rent............................................................3

        E.     Tenth Floor Space Rent Credit...................................4

2.      USE AND OCCUPANCY......................................................4

        A.     Permitted Uses..................................................4

        B.     Ancilliary Uses.................................................4

        C.     Use Prohibitions................................................5

        D.     Noise; Vibration................................................6

3.      ALTERATIONS............................................................6

        A.     Alterations Within Premises.....................................6

        B.     Restoration of Premises.........................................7

        C.     Chlorofluorocarbons.............................................8

        D.     Submission of Plans.............................................8

        E.     Mechanics' Liens; Labor Conflicts...............................9

4.      REPAIRS................................................................9

5.      WINDOW CLEANING.......................................................10

6.      REQUIREMENTS OF LAW; FLOOR LOAD.......................................10

        A.     Requirements of Law............................................10

        B.     Floor Load.....................................................11

7.      SUBORDINATION.........................................................11

        A.     Subordination..................................................11

        B.     Attornment.....................................................12

        C.     Non-Disturbance................................................13

8.      RULES AND REGULATIONS.................................................13

9.      INSURANCE.............................................................13

        A.     Liability Insurance............................................13

        B.     "All Risk" Insurance...........................................14

        C.     Waiver of Subrogation..........................................14

        D.     Landlord's Insurance...........................................15

10.     DESTRUCTION OF THE PREMISES: PROPERTY LOSS OR DAMAGE..................15


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        A.     Repair of Damage...............................................15

        B.     Termination Options............................................16

        C.     Repair Delays..................................................16

        D.     Provision Controlling..........................................16

        E.     Property Loss or Damage........................................17

        F.     Landlord's Failure to Make Repairs.............................17

11.     CONDEMNATION..........................................................18

        A.     Condemnation...................................................18

        B.     Award..........................................................18

12.     ASSIGNMENT AND SUBLETTING.............................................18

        A.     Prohibition Without Consent....................................19

        B.     Notice of Proposed Transfer....................................19

        C.     Landlord's Options.............................................19

        D.     Termination by Landlord........................................20

        E.     Intentionally Deleted..........................................20

        F.     Effect of Termination..........................................20

        G.     Conditions for Landlord's Approval.............................20

        H.     Future Requests................................................22

        I.     Sublease Provisions............................................23

        J.     Profits from Assignment or Subletting..........................24

        K.     Other Transfers................................................24

        L.     Related Corporation............................................25

        M.     Assumption by Assignee.........................................26

        N.     Liability of Tenant............................................26

        O.     Listings.......................................................26

        P.     Re-entry by Landlord...........................................26

13.     CONDITION OF THE PREMISES.............................................27

        A.     Acceptance by Tenant...........................................27

        B.     Tenant's Initial Alteration....................................27

14.     ACCESS TO PREMISES....................................................27

        A.     Access by Landlord.............................................27

        B.     Other Landlord Privileges......................................29

15.     CERTIFICATE OF OCCUPANCY..............................................29


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16.     LANDLORD'S LIABILITY..................................................30

17.     DEFAULT...............................................................30

        A.     Events of Default..............................................30

        B.     Bankruptcy.....................................................31

        C.     Conditional Limitation.........................................33

18.     REMEDIES AND DAMAGES..................................................33

        A.     Landlord's Remedies............................................33

        B.     Damages........................................................34

        C.     Legal Fees.....................................................35

        D.     Additional Landlord Remedies...................................36

19.     FEES AND EXPENSES.....................................................36

        A.     Curing Tenant's Defaults.......................................36

        B.     Late Charges...................................................36

20.     NO REPRESENTATIONS BY LANDLORD........................................36

21.     END OF TERM...........................................................37

        A.     Surrender of Premises..........................................37

        B.     Holdover by Tenant.............................................37

22.     QUIET ENJOYMENT.......................................................37

23.     FAILURE TO GIVE POSSESSION............................................38

24.     NO WAIVER.............................................................38

        A.     No Extension of Term...........................................38

        B.     No Surrender...................................................39

        C.     No Waiver......................................................39

        D.     Application of Payment.........................................39

        E.     Entire Agreement...............................................40

25.     WAIVER OF TRIAL BY JURY...............................................40

26.     INABILITY TO PERFORM..................................................40

27.     BILLS AND NOTICES.....................................................40

28.     ESCALATION............................................................41

        A.     Defined Terms..................................................41

        B.     Escalation.....................................................43

        C.     Payment of Escalations.........................................43

        D.     Adjustments....................................................45


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        E.     Capital Improvements...........................................46

29.     SERVICES..............................................................46

        A.     Elevator.......................................................46

        B.     Heating........................................................46

        C.     Cooling........................................................46

        D.     After Hours and Additional Services............................47

        E.     Cleaning.......................................................48

        F.     Sprinkler System...............................................48

        G.     Water..........................................................49

        H.     Electricity Service............................................49

        I.     Interruption of Services.......................................51

        J.     Desk Attendants................................................52

30.     PARTNERSHIP TENANT....................................................52

        A.     Partnership Tenants............................................52

        B.     Limited Liability Entity.......................................52

31.     VAULT SPACE...........................................................53

32.     INTENTIONALLY DELETED.................................................53

33.     CAPTIONS..............................................................54

34.     ADDITIONAL DEFINITIONS................................................54

        A.     Office.........................................................54

        B.     Re-entry.......................................................54

        C.     Rent...........................................................54

        D.     Business Days..................................................54

35.     PARTIES BOUND.........................................................54

36.     BROKER................................................................54

37.     INDEMNITY.............................................................54

38.     ADJACENT EXCAVATION SHORING...........................................55

39.     MISCELLANEOUS.........................................................55

        A.     No Offer.......................................................55

        B.     Certificates...................................................55

        C.     Directory Listings.............................................56

        D.     Authority......................................................56

        E.     Signage........................................................56


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        F.     Consents and Approvals.........................................57

        G.     Governing Law..................................................57

        H.     Financial Statements...........................................57

40.     HAZARDOUS SUBSTANCES..................................................57

41.     TENANT'S EXPANSION OPTION.............................................58

        A.     Expansion Space................................................58

        B.     Terms..........................................................59

        C.     Failure to Deliver Expansion Space.............................60

        D.     As Is..........................................................60

        E.     Rights Personal................................................60

        F.     Lease Amendment................................................60

42.     SATELLITE DISH........................................................60

43.     PURCHASE OF PERSONALTY................................................62


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Exhibit 1 - A                Floor Plan of the Second Floor

Exhibit 1 - B                Floor Plan of Mezzanine

Exhibit 1 - C                Floor Plan of the Eleventh Floor

Exhibit 1 - D                Floor Plan of the Tenth Floor Space

Exhibit 1 - E                Floor Plan of Penthouse Expansion Space

Exhibit 1 - F                Floor Plan of Tenth Floor Expansion Space

Exhibit 2                    Form of Subordination, Non-Disturbance and
                             Attornment Agreement

Exhibit 3                    Cleaning Specifications

Schedule A                   Rules and Regulations

Schedule B                   Tenant's Initial Alteration to Tenth Floor Space

Schedule C                   Requirements for Certifications of Final Approval

Schedule D                   Tenant Alteration Work and New Construction
                             Conditions and Requirements

Schedule E                   Landlord's Window Installation


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                             INDEX OF DEFINED TERMS

TERM                                                                        PAGE


Air-Conditioning Systems......................................................46
Alterations....................................................................6
Assessed Valuation............................................................42
Bankruptcy Code...............................................................31
Base Labor Rates..............................................................43
Base Labor Year................................................................1
Base Tax Year..................................................................1
Base Taxes....................................................................42
Broker.........................................................................1
Building.......................................................................1
business days.................................................................54
CERCLA........................................................................58
CFC............................................................................8
Class A Office Buildings......................................................42
Commencement Date..............................................................1
Comparison Year...............................................................42
control.......................................................................25
Deficiency....................................................................34
Eleventh Floor.................................................................1
Environmental Laws............................................................57
Events of Default.............................................................30
Expansion Space...............................................................58
Expansion Space Commencement Date.............................................59
Expiration Date................................................................1
Final Plans................................................................B - 2
food facilities................................................................4
Form.......................................................................B - 1
Furniture.....................................................................62
Governmental Entity...........................................................25
Hazardous Substances..........................................................55
Hazardous Substances Claims...................................................57
Labor Rate Factor..............................................................1
Labor Rate Multiple........................................................1, 59
Labor Rates...................................................................42
Landlord.......................................................................1
Landlord's Consultant..........................................................8
Landlord's Contribution....................................................B - 2
Landlord's Statement..........................................................43
Limited Liability Successor Entity............................................53
material portion..........................................................17, 51
Mezzanine......................................................................1


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Mortgages.....................................................................12
net worth.....................................................................25
office(s).....................................................................54
Others........................................................................43
Overtime Periods..............................................................47
Parties.......................................................................30
Partnership Tenant............................................................52
Penthouse Expansion Space.....................................................58
Permitted Uses.................................................................1
Premises...................................................................1, 59
R.A.B.........................................................................42
Real Property..................................................................1
reasonable efforts............................................................60
reenter/reentry...............................................................54
related corporation...........................................................25
Remedial Work.................................................................57
Rent.......................................................................2, 59
Restoration Date..............................................................16
Rules and Regulations.........................................................13
Satellite Antenna.............................................................61
Sublet Space..................................................................23
Substantial Services Failure..................................................51
Superior Lease................................................................12
Tax Year......................................................................42
Taxes.........................................................................41
Tenant.........................................................................1
Tenant's Initial Alteration.............................................3, B - 1
Tenant's Personalty............................................................7
Tenant's Proportionate Share...............................................3, 59
Tenth Floor Expansion Space...................................................58
Tenth Floor Space..............................................................1


                                      viii
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        THIS  AGREEMENT  OF LEASE  (this  "Lease"),  made as of this 26th day of
September,  2001 by and between EBS FIFTH  PROPERTY  ASSOCIATES  LLC,  having an
office c/o Emmes Realty Services LLC, 420 Lexington  Avenue,  New York, New York
10170 ("Landlord") and CIBC WORLD MARKETS CORP., a Delaware corporation,  having
an office at 425 Lexington Avenue, New York, New York 10018 ("Tenant").

1.      BASIC LEASE TERMS.

        A. Definitions. The following definitions contained in this subsection A
of this Article 1 shall have the meanings  hereinafter set forth used throughout
this Lease and the Exhibits  and  Schedules  (if any) annexed  hereto and made a
part hereof.

           (i)    "Base Labor Year" shall mean the calendar year 2002.

           (ii)   "Base Tax Year" shall mean  collectively the second (2nd) half
                  of the Tax Year (as  defined in  Article 28 hereof)  2001/2002
                  and the first (1st) half of the Tax Year 2002/2003.

           (iii)  "Broker" shall mean  collectively,  Emmes Realty  Services LLC
                  and Cushman & Wakefield., Inc.

           (iv)   "Building"  the building  known as 417 Fifth  Avenue,  County,
                  City and State of New York.

           (v)    "Commencement Date" shall mean the date of this Lease.

           (vi)   "Expiration Date" shall mean the September 30, 2011.

           (vii)  "Labor Rate Factor" shall mean 95,061.

           (viii) "Labor Rate Multiple" shall mean one (1).

           (ix)   "Permitted   Uses"   shall   mean   general,   executive   and
administrative  offices and other  lawful uses  customarily  associated  with an
institutional  financial  services  company  (including a trading floor and data
processing  facilities)  and such other  incidental and ancillary uses which are
consistent therewith, and for no other purposes, except as expressly provided in
Article 2 hereof.

           (x)    "Premises"  shall mean  collectively,  the entire second (2nd)
floor (the "Second Floor"),  the entire mezzanine (the "Mezzanine"),  the entire
eleventh  (11th)  floor (the  "Eleventh  Floor")  and that  portion of the tenth
(10th) floor (the "Tenth Floor  Space") in the  Building,  as more  particularly
shown hatched on Exhibits 1-A, 1B, 1-C and 1-D, respectively, annexed hereto and
made a part hereof.

           (xi)   "Real Property" shall mean the Building together with the plot
of land upon which such building stands.

           (xii)  "Rent" shall mean:


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           (a)    With respect to the Second Floor:

                  (1)   for  the  period  commencing  on the  Commencement  Date
                        through and including the day immediately  preceding the
                        date  on  which  the  fifth  (5th)  anniversary  of  the
                        Commencement  Date shall  occur,  per annum,  payable in
                        equal monthly installments of ___ each; and

                  (2)   for the period commencing on the date on which the fifth
                        (5th)  anniversary of the Commencement  Date shall occur
                        through  and  including  the  Expiration  Date,  ___ per
                        annum,  payable  in equal  monthly  installments  of ___
                        each.

           (b)    With respect to the Mezzanine:

                  (1)   for  the  period  commencing  on the  Commencement  Date
                        through and including the day immediately  preceding the
                        date  on  which  the  fifth  (5th)  anniversary  of  the
                        Commencement  Date  shall  occur,   Dollars  per  annum,
                        payable in equal monthly installments of each; and

                  (2)   for the period commencing on the date on which the fifth
                        (5th)  anniversary of the Commencement  Date shall occur
                        through  and  including  the  Expiration  Date,  ___ per
                        annum,  payable  in equal  monthly  installments  of ___
                        each.

           (c)    With respect to the Eleventh Floor:

                  (1)   for  the  period  commencing  on the  Commencement  Date
                        through and including the day immediately  preceding the
                        date  on  which  the  fifth  (5th)  anniversary  of  the
                        Commencement  Date shall  occur,  per annum,  payable in
                        equal monthly installments of ___ each: and

                  (2)   for the period commencing on the date on which the fifth
                        (5th)  anniversary of the Commencement  date shall occur
                        through  and  including  the  Expiration  Date,  ___ per
                        annum,  payable  in equal  monthly  installments  of ___
                        each.

           (d)    Subject to the provisions of subsection E hereof, with respect
                  to the Tenth Floor Space:

                  (1)   for  the  period  commencing  on the  Commencement  Date
                        through and including the day immediately  preceding the
                        data  on  which  the  fifth  (5th)  anniversary  of  the
                        Commencement  Date shall  occur,  per annum,  payable in
                        equal monthly installments of ___ each; and

                  (2)   for the period commencing on the date on which the fifth
                        (5th)  anniversary of the Commencement  Date shall occur
                        through and


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                        including the Expiration Date, ___ per annum, payable in
                        equal monthly installments of ___ each.

           (xiii) "Tenant's   Initial   Alteration"  shall  mean  the  work  and
installations to the Tenth Floor Space as set forth in Schedule B annexed hereto
and made a part hereof.

           (xiv)  "Tenant's  Proportionate  Share"  shall  mean  twenty-six  and
eighty-seven hundredths (26.87%) percent.

        Notwithstanding  anything to the contrary contained in this subsection A
of this Article 1,  Articles 1 through 43 of this Lease shall control the rights
and obligations of the parties hereto.

        B. Demise.  Subject to and upon the terms and  conditions of this Lease,
Landlord  hereby leases to Tenant,  and Tenant hereby leases from Landlord,  the
Premises.

        C. Term.  This Lease shall be for a term (the "Term") which commences on
the Commencement  Date and ends on the Expiration Date, unless sooner terminated
pursuant to any of the terms,  covenants or conditions of this Lease or pursuant
to law.  Within ten (10) days of Landlord's  request,  Tenant and Landlord shall
join in the execution of an agreement  stipulating the Commencement Date and the
Expiration  Date of this Lease and the date(s)  possession  of the  Premises (or
each portion thereof) were delivered to Tenant in accordance herewith.

        D. Rent. Commencing as of the Commencement Date (subject to the terms of
Subsection  E below),  and  continuing  throughout  the Term,  Tenant  shall pay
Landlord  the annual Rent set forth in  Subsection  A of this Article 1, payable
without  demand,  on or in advance of the first (1st) day of each month in equal
monthly installments, in lawful money (legal tender for public or private debts)
of the United  States of America,  at the office of Landlord or such other place
as  Landlord  may  designate  from time to time  without  any  set-off,  offset,
abatement or deduction, except as may be expressly set forth herein, except that
Tenant shall pay the first (1st) monthly  installment upon Tenant's execution of
this Lease. If the Commencement Date occurs on a date other than the first (1st)
day of a calendar  month,  Tenant  shall pay to  Landlord on or before the first
(1st) day of the next month the  monthly  installment  of Rent for such  partial
month  on a pro  rata  basis  (based  on  the  actual  number  of  days  in  the
commencement  month),  and the  first  (1st)  month's  rent  paid by  Tenant  as
described  above shall be applied to the first (1st) full calendar  month of the
Term for which Rent shall be due and payable.  Such  payment,  together with the
sum paid by Tenant as the first (1st)  month's  Rent upon the  execution of this
Lease, shall constitute payment of the Rent for the period from the Commencement
Date to and including  the last day of the calendar  month next  succeeding  the
calendar  month in which the  Commencement  Date shall occur.  All other sums of
money that may become due from Tenant and  payable to Landlord  under this Lease
shall be  additional  rent  hereunder,  payable  at the  time and in the  manner
expressly  provided  herein,  in the event  that,  at any time  during  the Term
hereof,  Tenant shall be in default in the payment of Rent to Landlord  pursuant
to the terms of another lease of space in the Building with  Landlord,  Landlord
may, at Landlord's  option and without notice to Tenant,  add the amount of such
arrearages to any monthly  installment of the Rent and the same shall be payable
to Landlord as additional rent hereunder.


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        E.  Tenth  Floor  Space Rent  Credit.  Notwithstanding  anything  to the
contrary hereinabove set forth,  provided this Lease is in full force and effect
and Tenant is not in default  hereunder  beyond any applicable  notice and grace
period,  Tenant  shall be entitled to a credit  against  the Rent  payable  with
respect  to the  Tenth  Floor  Space  only  for  the  period  commencing  on the
Commencement Date and ending on the day occurring three (3) months thereafter in
the  aggregate  amount of which credit be applied  against the Rent payable with
respect to the Tenth Floor Space . The  foregoing  rent credit shall be null and
void "ab initio" if Landlord at any time  terminates  this Lease or re-enters or
repossesses  the  Premises on account of any default of Tenant under this Lease,
and Landlord shall be entitled to recover from Tenant,  in addition to all other
amounts  Landlord  is  entitled  to  recover,  the  unamortized  portion  of the
aggregate  amount of the rent credit herein provided for, as if such amount were
amortized in equal monthly installments over the Term hereof.

2.      USE AND OCCUPANCY.

        A.  Permitted  Uses.  The  Premises  shall be used and  occupied for the
Permitted Uses, and for no other purpose.

        B.  Ancilliary  Uses.  (i)  Notwithstanding  anything  to  the  contrary
contained  herein,  subject to Tenant's  compliance with the terms of this Lease
with respect to the following, portions of the Premises may also be used for the
following incidental and ancillary uses: (a) classrooms for training,  (b) areas
for  refrigeration,  storage  or  warming  of food for  on-site  consumption  by
Tenant's employees and invitees (collectively,  "food facilities"),  (c) meeting
rooms,  (d)  photographic  reproduction  and/or  offset  printing  facilities in
connection with Tenant's business,  including, without limitation,  reproduction
facilities for Tenant's clients and Tenant's  business  activities,  (e) trading
floors,  (f) the operation of computers,  data  processing,  word processing and
other business machines,  including telephone, fax, telegraph machines and other
telecommunications  equipment  and  machines  in  connection  with the  computer
services  and  information  and  distribution  and  telecommunications  services
required for the conduct of business at the Premises, and (g) non-retail sale of
foreign  exchange;  each  of the  foregoing  being  exclusively  for  the use of
Tenant's employees,  related  corporations (as hereinafter  defined),  permitted
subtenants,  licensees,  occupants or business  guests and,  subject to Tenant's
compliance with the terms of this Lease, Tenant may install in connection with a
food facility,  Dwyer units,  microwave  ovens,  dishwashers,  coffeemakers  and
refrigerators so as to serve Tenant's employees, related corporations, permitted
subtenants, licensees, occupants and business guests.

           (ii)   Any food facility which may be operated under this  subsection
B shall be  operated  in such a manner  that (a) odors will not escape  from the
Premises  into other  portions of the  Building,  (b) all wet  garbage  shall be
bagged and placed in  containers  that prevent the escape of odors,  stored in a
refrigerated area to the extent, in Landlord's  reasonable  judgment,  that such
refrigeration  is appropriate and Tenant shall pay any reasonable  out-of-pocket
charges  actually  incurred by Landlord in  connection  with the removal of such
garbage,  and (c) such food  facility  shall comply with all  insurance  company
recommendations and requirements.

           (iii)  If any  governmental  license or permit  shall be required for
the proper and lawful  conduct of Tenant's  business in the Premises or any part
thereof other than any required


                                       4
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for use of the Premises for mere office use, Tenant, at its expense,  shall duly
procure and  thereafter  maintain such license or permit.  At Tenant's  request,
Landlord  shall  cooperate  with  Tenant in the  procuring  of any  licenses  or
permits,  provided  the same shall be without  cost,  expense  or  liability  to
Landlord. Tenant shall at all times comply with the terms and conditions of each
such license or permit.

        C.  Use  Prohibitions.   Anything   contained  herein  to  the  contrary
notwithstanding,  Tenant  shall not use the  Premises  or any part  thereof,  or
permit the  Premises  or any part  thereof to be used,  (i) for the  business of
photographic,  multilith or multigraph  reproductions  or offset  printing other
than as a permitted  ancillary  use, (ii) as an employment  agency,  labor union
office,  physician's  or  dentist's  office  or for the  rendition  of any other
diagnostic or therapeutic  services,  dance or music studio,  school (except for
the  training of  employees  of Tenant and  permitted  subtenants),  (iii) for a
public  stenographer or typist,  (iv) for a telephone or telegraph agency (other
than the use of  telephones  and fax  telegraph  machines  and other  comparable
telecommunication  equipment in connection with the computer  services  required
for the conduct of Tenant's business at the Premises),  telephone or secretarial
service for the public at large,  (v) for a messenger  service for the public at
large (other than  internal  messengers or  messengers  employed by Tenant,  its
related  corporations  or permitted  subtenants and  occupants,  for pick up and
delivery  of its local  correspondence),  (vi)  gambling  or gaming  activities,
obscene or  pornographic  purposes or any sort of commercial sex  establishment,
(vii) for the  possession,  storage,  manufacture  or sale of alcohol,  drugs or
narcotics, (viii) for the offices or business of any federal, state or municipal
agency or any agency of any  foreign  government,  (ix) for a security  or guard
service, (x) public restaurant or bar, (xi) commercial document  reproduction or
offset printing service to the general public, and (xii) public vending machines
(other than vending  machines for employee  use). If any provision of this Lease
permits,  in whole or in part,  use  involving  fabrication  of any  product  or
assembly  of  components  of any  product or the sale of any product or service,
such use is only permitted to the extent lawful under the present certificate of
occupancy for the Building and under laws,  ordinances,  regulations,  rules and
orders of any governmental body having jurisdiction over the Premises, from time
to time in effect. The provisions of this Article shall be binding upon Tenant's
successors,  assigns,  subtenants  and  licensees and shall not be waived by any
consent to an assignment or subletting or otherwise except by written instrument
expressly referring to this Article. Nothing in this subsection B shall preclude
the Premises being used for photographic,  multilith or multigraph reproductions
in  connection  with,  either  directly or  indirectly,  Tenant's  and  Tenant's
permitted subtenant's  businesses and/or activities.  In addition,  Tenant shall
not at any time use or occupy the Premises or the Building,  or suffer or permit
anyone to use or occupy the  Premises  or the  Building,  or do  anything in the
Premises or the Building,  or suffer or permit  anything to be done in,  brought
into or kept in the Premises or the Building, as applicable, which in any manner
(a) causes injury to the Premises or the Building or any  equipment,  facilities
or systems therein, other than ordinary wear and tear; (b) impairs the character
or appearance of the Building;  (c) impairs the proper and economic maintenance,
operation  and  repair of the  Building  and/or  its  equipment,  facilities  or
systems;  (d)  interferes  with the quiet use and enjoyment of other portions of
the  Building  by the  tenants or other  occupants  therein,  or  constitutes  a
nuisance,  public or private;  (e) makes  unobtainable from reputable  insurance
companies  authorized to do business in New York State all-risk  property or any
other insurance which Landlord is required to maintain at standard rates; or (f)
discharges  objectionable  fumes,  vapors or odors into the Building's  flues or
vents or otherwise.


                                       5
<PAGE>


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        D. Noise; Vibration. Any business machines and mechanical equipment used
or installed by Tenant which cause  excessive  vibration,  noise,  cold, heat or
other interference as reasonably  determined by Landlord that may be transmitted
to the  Building  structure  or the common areas of the Building or to any other
leased space in the  Building  shall be placed and  maintained  by Tenant at its
sole  expense in settings of cork,  rubber or spring type to eliminate or reduce
such noise or  vibration  to a level that shall be  reasonably  satisfactory  to
Landlord,

3.      ALTERATIONS.

        A.  Alterations  Within Premises.  Except as expressly  provided herein,
Tenant  shall not make or perform or permit  the making or  performance  of, any
alterations, installations, improvements, additions or other physical changes in
or about the Premises  ("Alterations") without Landlord's prior consent. Subject
to  the  prior  written  consent  of  Landlord,   which  consent  shall  not  be
unreasonably  withheld,  delayed or  conditioned,  and to the provisions of this
Article, Tenant, at Tenant's expense, may make Alterations in or to the interior
of the Premises which are nonstructural,  do not adversely affect the Building's
mechanical,  electrical,  plumbing,  Class E or other  Building  systems  or the
structural integrity of the Building,  do not adversely affect any other part of
the  Building do not affect any service  required to be furnished by Landlord to
any tenant or occupant of the  Building,  do not  adversely  affect the value or
utility  of the  Building  and  which  are  performed  only by  contractors  and
mechanics  first approved by Landlord  (which approval shall not be unreasonably
withheld)  and in  compliance  with all  applicable  laws.  Notwithstanding  the
foregoing,  Tenant  may,  without  Landlord's  consent,  perform  non-structural
Alterations  to the  Premises  which do not  affect the  Building's  mechanical,
electrical,  plumbing,  Class E or  other  Building  systems  or the  structural
integrity of the Building, do not affect any part of the Building other than the
Premises  and do not affect any service  required to be furnished by Landlord to
any other tenant or occupant of the  Building  provided  that (i) the  estimated
cost of the labor and materials for such  Alterations in any one instance (or in
a series of instances  effectuating  a single  alteration  plan) does not exceed
$100,000.00,  (ii) such  Alterations  are  performed by  contractors  reasonably
acceptable to Landlord,  (iii) Landlord  shall have received,  at least ten (10)
days prior to the commencement of such Alterations, notice of the Alterations to
be  performed,  the  identity of the  contractors  performing  such  Alterations
(together  with  certificates  of insurance  required to be  maintained  by such
contractors)  and copies of drawings,  plans and  specifications  prepared  with
respect to such  Alterations,  if any, and copies of all permits relating to the
same and (d) the terms and provisions of this Lease  regarding  Alterations  are
otherwise  fully  complied  with.  Except as  otherwise  approved by Landlord in
accordance with the terms hereof,  Tenant shall not perform work which would (i)
require  changes to the  structural  components  of the Building or the exterior
design of the Building, (ii) require any material modification to the Building's
mechanical,  electrical,  plumbing installations or other Building installations
outside the Premises,  or (iii) not be in compliance  with all applicable  laws,
rules,  regulations  and  requirements  of any  governmental  department  having
jurisdiction  over  the  Building  and/or  the  construction  of  the  Premises,
including but not limited to, the Americans with  Disabilities  Act of 1990. Any
changes  required by any governmental  department  affecting the construction of
the Premises shall be performed at Tenant's sole cost. All Alterations  shall be
done at Tenant's  expense  and at such times and in such manner as Landlord  may
from  time  to  time  reasonably   designate  pursuant  to  the  conditions  for
Alterations  prescribed  by  Landlord  for the  Premises.  A copy of the current
construction


                                       6
<PAGE>


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conditions and requirements  for tenant  alteration work and new construction is
annexed hereto as Schedule C and made a part hereof.

        B.  Restoration  of  Premises.  All  furniture,  furnishings,  fixtures,
equipment,  movable  fixtures,  removable  partitions  and  all  other  personal
property  (collectively,  "Tenant's  Personalty")  installed or brought onto the
Premises by Tenant  must be removed  from the  Premises  by Tenant,  at Tenant's
expense,  prior to the Expiration  Date or earlier  termination of the Term. All
Alterations in and to the Premises which may be made by Landlord or Tenant prior
to and during the Term,  or any renewal  thereof,  shall  become the property of
Landlord  upon the  Expiration  Date or earlier  and of the Term or any  renewal
thereof,  and shall not be removed from the Premises by Tenant unless  Landlord,
at  Landlord's  option  by notice to Tenant  prior to the  Expiration  Date,  in
accordance  with the terms and provisions of this  Subsection B set forth below,
elects to have them removed from the Premises by Tenant, in which event the same
shall be removed from the Premises by Tenant, at Tenant's expense,  prior to the
Expiration Date or earlier termination of the Term. In the event Landlord elects
to have Tenant  remove such  Alterations,  Tenant  shall repair and restore in a
good  and  workmanlike  manner  to good  condition  (reasonable  wear  and  tear
excepted)  any damage to the Premises or the  Building  caused by the removal of
any other Alterations or any of Tenant's Personalty. Any Alterations or Tenant's
Personalty  remaining  on the  Premises  after the  Expiration  Date or  earlier
termination of the Term shall be deemed  conclusively  abandoned and may, at the
election of Landlord, either be retained as Landlord's property or be removed by
Landlord,  and Tenant shall reimburse Landlord for the cost of removing the same
(other than  Alterations  that Tenant is not  obligated to remove in  accordance
with the terms hereof),  for the repair of damage caused by such removal and for
restoring the Premises as required hereunder, but nothing herein shall be deemed
to relieve Tenant of its responsibility to remove any such Alterations or any of
Tenant's  Personalty which Tenant is obligated to remove at Landlord's  election
hereunder. Notwithstanding the foregoing, Tenant may, at the time of its initial
submission of plans and specifications  showing proposed Alterations to Landlord
for Landlord's  review and approval,  request in writing that Landlord waive its
right to compel  Tenant to remove the  Alterations  identified on such plans and
specifications.  If Landlord  waives such right to compel  Tenant to remove such
Alterations,  in whole or in part,  Landlord  shall,  either  at the time of the
approval of such plans and  specifications  or, whether or not Tenant shall have
requested  Landlord's waiver at the time of plan submission,  within ninety (90)
days prior to the  Expiration  Date,  notify Tenant of those  Alterations  which
Tenant may be required to remove in  accordance  with the terms of this  Article
prior to the  expiration of the Term or upon the  occurrence of a termination of
this  Lease  and  Tenant  shall,  upon the  expiration  of the Term or upon such
termination, be required to remove only such Alterations specified in Landlord's
notice.  Notwithstanding  anything to the contrary  contained  herein,  Landlord
hereby waives Tenant's  removal and  restoration  obligation with respect to any
Alterations  that are  customary  in nature for office  installations  and which
shall not cause Landlord to incur  extraordinary  demolition expenses at the and
of  the  Term  hereof  (by  means  of  illustration   only,   customary   office
installations shall mean built-in bookcases,  internal doors, ceilings and walls
(excluding  demising walls) and kitchen pantry,  but not an internal  staircase,
demising walls, raised flooring,  supplemental  air-conditioning systems, vaults
or other similar specialty Alterations). In no event shall Tenant be required to
remove any improvements or installations  installed in the Premises by the prior
tenants thereof, including,  without limitation, the raised flooring existing as
of the date hereof in the Second Floor installed by the prior tenant thereof.


                                       7
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        C.  Chlorofluorocarbons.  Anything  contained  herein  to  the  contrary
notwithstanding, in the event Tenant shall be required or shall otherwise repair
or remove any  mechanical or other  equipment  installed  within the Premises by
Tenant containing  chlorofluorocarbons  ("CFC's"), the repair or removal of such
equipment,  as the case may be, shall conform with all  requirements  of law and
industry  practices.  Additionally,  any such repair or removal shall be done by
contractors  reasonably  approved by Landlord,  and subject to the procedures to
which  Landlord's  consent shall have  previously  been  obtained.  Tenant shall
Indemnify  and hold Landlord  harmless  from any liability or damages  resulting
from any contamination within the Building, as a result of the repair or removal
of any of the aforesaid equipment containing CFC's by Tenant.

        D.  Submission  of Plans.  Except as permitted  in  Subsection A hereof,
prior to making any  Alterations,  Tenant (i) shall  submit to  Landlord or to a
consultant appointed by Landlord  ("Landlord's  Consultant")  detailed plans and
specifications  (including  layout,   architectural,   mechanical,   electrical,
plumbing,  Class E sprinkler and structural  drawings  stamped by a professional
engineer  or  architect  licensed  in the State of New  York) for each  proposed
Alteration and shall not commence any such  Alteration  without first  obtaining
Landlord's acceptance of such plans and specifications,  which approval shall be
granted or withheld in accordance  with the terms of  Subsection A hereof,  (ii)
shall pay to Landlord all reasonable third party costs and expenses  incurred by
Landlord  (including  the cost of  Landlord's  Consultant)  in  connection  with
Landlord's  review of Tenant's  plans and  specifications,  (iii) shall,  at its
expense,  obtain  all  permits,  approvals  and  certificates  required  by  any
governmental or  quasi-governmental  bodies,  and (iv) shall furnish to Landlord
evidence that Tenant,  and Tenant's  contractors and  subcontractors  engaged in
connection  with such  Alterations,  are  carrying  such  insurance  as Landlord
requires, as more particularly set forth in Schedule C annexed hereto and made a
part hereof.  Landlord  shall respond to Tenant's  request for acceptance of any
plans and specifications  within ten (10) business days following the submission
of such plans and  specifications  prepared in accordance with the terms hereof.
In the event  Landlord  shall fail to accept all or a portion of any of Tenant's
plans and  specifications,  such  failure  to accept  same shall be set forth in
writing and shall include the reasons  therefor in reasonable  detail,  in which
event  Tenant shall revise such plans and  specifications  and resubmit  same to
Landlord.  Landlord shall respond to Tenant's request for acceptance of any such
revised plans within five (5) business days following resubmission. In the event
Landlord fails to respond to Tenant's  request for Landlord's  acceptance of the
proposed plans and specifications  within such ten (10) or five (5) business day
period (as  applicable),  Tenant may send a second (2nd) written request stating
in bold type that  "LANDLORD'S  FAILURE  TO  RESPOND  TO  TENANT'S  REQUEST  FOR
LANDLORD'S  ACCEPTANCE OF THE PLANS AND SPECIFICATIONS  WITHIN TEN (10) BUSINESS
DAYS OF THIS SECOND (2ND) REQUEST SHALL BE DEEMED LANDLORD'S  ACCEPTANCE OF SUCH
PROPOSED PLANS AND  SPECIFICATIONS."  A copy of such second (2nd) notice must be
simultaneously sent to Landlord's counsel (or such other parties as Landlord may
from time to time designate) in accordance with the notice provisions of Article
27 of this Lease in order for the same to be deemed  effective.  The  failure of
Landlord  to respond to  Tenant's  second  (2nd)  request  within  such ten (10)
business  days  shall be deemed to be  Landlord's  acceptance  of such plans and
specifications. Upon completion of such Alteration, Tenant, at Tenant's expense,
shall obtain  certificates of final approval of such  Alteration,  including the
"as-built"  or  marked  drawings  showing  such  Alterations,  required  by  any
governmental or quasi-governmental bodies and shall furnish Landlord with copies
thereof.  All  Alterations  shall be made and performed in  accordance  with the
Rules and Regulations


                                       8
<PAGE>


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(hereinafter defined) and in accordance with the Americans with Disabilities Act
of 1990, including but not limited to the accessibility  provisions thereof; all
materials  and equipment to be  incorporated  in the Premises as a result of all
Alterations shall be new and first quality; no such materials or equipment shall
be subject to any lien,  encumbrance,  chattel  mortgage or title  retention  or
security agreement.  Landlord's acceptance of Tenant's plans, specifications and
working drawings for Alterations  shall create no responsibility or liability on
the part of Landlord with respect to their completeness,  design, sufficiency or
compliance  with all  applicable  laws,  rules or  regulations  of  governmental
agencies or authorities.

        E. Mechanics' Liens; Labor Conflicts.  Any mechanic's lien filed against
the Premises,  or the Real Property,  for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant (excluding work or materials
furnished by Landlord or its agents) shall be discharged by Tenant within twenty
(20) days after notice thereof,  at Tenant's  expense,  by payment or filing the
bond  required  by law.  Within  ten (10)  business  days  following  Landlord's
request,  Tenant agrees to provide Landlord with any evidence as may be required
by  Landlord's  title  insurance  company as a condition  to  insuring  over any
mechanics  lien.  Tenant  shall  not,  at any time  prior to or during the Term,
directly or indirectly  employ,  or permit the  employment  of, any  contractor,
service  provider,  mechanic or laborer in the  Premises,  whether in connection
with any  Alterations,  cleaning  services or  otherwise  such  employment  will
interfere or cause any  jurisdictional  conflict  with other union  contractors,
service providers, mechanics, or laborers engaged in the construction, cleaning,
maintenance  or  operation of the  Building by  Landlord,  Tenant or others,  as
reasonably  determined  by Landlord.  In the event of any such  interference  or
conflict, Tenant, upon demand of Landlord, shall cause all contractors,  service
providers,  mechanics or laborers causing such interference or conflict to leave
the Building immediately.

4.      REPAIRS.  Landlord  shall  maintain  and  repair  the  structure  of the
Building,  both exterior and interior,  the Building  systems (up to the part of
connection to the Premises or any other tenanted  areas) and the common areas of
the Building in a manner  consistent with Landlord's  current practice as of the
date hereof.  Tenant shall,  throughout the Term, take good care of the Premises
and the  fixtures  and  appurtenances  therein  and at  Tenant's  sole  cost and
expense,  make all nonstructural  repairs thereto as and when needed to preserve
them in good working order and  condition,  reasonable  wear and tear and damage
for which  Tenant is not  responsible  under the terms of this  Lease  excepted.
Tenant shall pay Landlord for all  replacements  made at Tenant's request to the
lamps,  tubes,  ballasts and starters in the lighting fixtures  installed in the
Premises,  but Tenant  shall be entitled to install its own  replacement  lamps,
tubes and starters.  Notwithstanding the foregoing,  all damage or injury to the
Premises or to any other part of the Building, or to its fixtures, equipment and
appurtenances,  whether requiring structural or nonstructural repairs, caused by
or resulting from the neglect or willful  misconduct of, or Alterations made by,
or any  work,  labor,  service  or  equipment  done for  Tenant  (other  than by
Landlord) or supplied to Tenant or any subtenant of Tenant, or the installation,
use or  operation  of any  property  or  equipment  by Tenant or any of Tenant's
subtenants, agents, employees, invitees or licensees, shall be repaired promptly
by Tenant,  at its sole cost and  expense,  to the  reasonable  satisfaction  of
Landlord.  Tenant also shall  repair all damage to the Building and the Premises
caused by the moving of  Tenant's  fixtures,  furniture  or  equipment.  All the
aforesaid  repairs  shall be of good  quality  and  class  and  shall be made in
accordance  with the  provisions of Article 3 hereof.  If Tenant fails after ten
(10) business days notice to proceed with due diligence


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to make repairs required to be made by Tenant  hereunder,  or if Landlord elects
to make any repairs in or to the Building or the facilities and systems  thereof
for  which  Tenant  is  responsible,  the same may be made by  Landlord,  at the
expense of Tenant,  and the  reasonable  expenses  thereof  incurred by Landlord
shall be collectible by Landlord as additional  rent promptly after rendition of
a bill or statement  therefor.  Tenant shall give Landlord  prompt notice of any
defective  condition  in the  Premises  for which  Landlord  may be  responsible
hereunder of which Tenant is aware.  Except as expressly  provided in Article 10
hereof,  there shall be no allowance to Tenant for a diminution  of rental value
and no liability on the part of Landlord by reason of  inconvenience,  annoyance
or injury to business arising from Landlord, Tenant or others making, or failing
to make,  any  repairs,  alterations,  additions  or  improvements  in or to any
portion of the Building, or the Premises,  or in or to fixtures,  appurtenances,
or equipment thereof. If the Premises be or become infested with vermin, Tenant,
at Tenant's  expense,  shall cause the same to be exterminated from time to time
to the reasonable  satisfaction of Landlord and shall employ such  exterminators
and such  exterminating  company or  companies as shall be approved by Landlord,
which consent shall not be unreasonably  withheld or delayed. The water and wash
closets and other  plumbing  fixtures  shall not be used for any purposes  other
than  those for which  they were  designed  or  constructed,  and no  sweepings,
rubbish,  rags, acids or other flammable  substances shall be deposited therein.
If at any time any windows of the Premises are temporarily  closed,  darkened or
bricked-up for any reason whatsoever  including,  but not limited to, Landlord's
own acts, or any of such windows are permanently closed,  darkened or bricked-up
if required by law or related to any construction  upon property adjacent to the
Real  Property  others,  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. If at any time the windows of the Premises
are  temporarily  closed,  darkened or bricked-up,  as aforesaid,  then,  unless
Tenant is required  pursuant to this Lease to perform the repairs,  maintenance,
alterations  or  improvements,  or to comply with any law which resulted in such
windows  being  closed,  darkened or  bricked-up,  Landlord  shall  perform such
repairs, maintenance,  alterations or improvements with reasonable diligence and
otherwise take such action as may be reasonably necessary to minimize the period
during which such windows are temporarily  closed,  darkened or bricked-up,  but
the  foregoing  shall not  require  Landlord to engage  overtime or  premium-pay
labor.

5.      WINDOW CLEANING.  Tenant shall not clean, nor require, permit, suffer or
allow any window in the Premises to be cleaned, from the outside in violation of
Section  202 of the Labor Law, or any other  applicable  law, or of the rules of
the Board of  Standards  and  Appeals,  or of any other  board or body having or
asserting jurisdiction.

6.      REQUIREMENTS OF LAW; FLOOR LOAD.

        A. Requirements of Law. Tenant, at Tenant's sole expense, shall promptly
comply  with all present  and future  laws,  statutes,  orders,  directives  and
regulations  of  federal,   state,  county,  city  and  municipal   authorities,
departments,  bureaus,  boards,  agencies,  commissions and other  sub-divisions
thereof, and of any official thereof and any other governmental and quasi-public
authority and all rules,  orders,  regulations or  requirements  of the New York
Board of Fire  Underwriters,  or any  other  similar  body  which  shall  now or
hereafter  impose any  violation,  order or duty upon  Landlord  or Tenant  with
respect  to the  Premises  or the  Building  as a result of the manner of use or
occupation  thereof by Tenant or any Alterations made thereto by Tenant.


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Tenant  shall  not do or permit  to be done any act or thing  upon the  Premises
which is  contrary  to and will  invalidate  or be in  conflict  with any public
liability, fire or other policies of insurance at any time carried by or for the
benefit of Landlord  with  respect to the  Building  and  fixtures  and property
therein,  or  which  shall  or  might  subject  Landlord  to  any  liability  or
responsibility  to any person,  or for property damage.  Tenant shall not do, or
permit  anything to be done in or upon the  Premises,  or bring or keep anything
therein,  except  as now or  hereafter  permitted  by the  New  York  City  Fire
Department, New York Board of Fire Underwriters,  New York Fire Insurance Rating
Organization  or other  authority  having  jurisdiction  and  then  only in such
quantity  and manner as not to increase the  insurance  rate  applicable  to the
Building,  or use the Premises in a manner which shall increase the rate of fire
insurance on the Building or on property located  therein,  over that in similar
type buildings or in effect prior to this Lease. Any work or installations  made
or performed by or on behalf of Tenant or any person  claiming  through or under
Tenant pursuant to this Article shall be made in conformity with, and subject to
the provisions of, Article 3 hereof.  If by reason of Tenant's failure to comply
with the  provisions of this Article,  the fire insurance rate shall at any time
be higher than it otherwise would be, then Tenant shall reimburse  Landlord,  as
additional  rent  hereunder,  for  that  part  of all  fire  insurance  premiums
thereafter  paid by  Landlord  which  shall  have been  charged  because of such
failure of use by Tenant, and shall make such reimbursement upon the first (1st)
day of the month following such outlay by Landlord and notice to Tenant.  In any
action or  proceeding  wherein  Landlord and Tenant are  parties,  a schedule or
"make up" of rates for the Building or the Premises  issued by the New York Fire
Insurance Rating  Organization,  or other body fixing such fire insurance rates,
shall be presumed  evidence of the facts therein stated and of the several items
and charges in the fire  insurance  rates then  applicable to the Premises.  Any
work or Installations  made or performed by or on behalf of Tenant or any person
claiming  through or under  Tenant  pursuant  to this  Article  shall be made in
conformity with, and subject to the provisions of, Article 3 hereof.

        B.  Floor  Load.  Tenant  shall  not  place a load upon any floor of the
Premises  exceeding  the floor  load per  square  foot area which such floor was
designed to carry (which Landlord hereby represents is not less than one hundred
(100) pounds per square foot) and which is allowed by law, Landlord reserves the
right to prescribe the weight and position of all safes,  business  machines and
heavy equipment and  installations  such that the same are placed and maintained
by Tenant, at Tenant's expense, in settings sufficient in Landlord's  reasonable
judgment to absorb and prevent vibration, noise and annoyance.  Tenant shall not
move any safe, heavy machinery, heavy equipment, freight or fixtures into or out
of the Building  without  Landlord's  prior consent,  which consent shall not be
unreasonably  withheld,  conditioned  or  delayed,  and  payment to  Landlord of
Landlord's actual  out-of-pocket  costs in connection  therewith.  If such safe,
machinery,  equipment,  freight or fixtures requires special handling that would
require a rigger, Tenant agrees to employ only persons holding a Master Rigger's
License to do said work, and that all work in connection  therewith shall comply
with the  Administrative  Code of the City of New  York and all  other  laws and
regulations  applicable thereto, and shall be done during such hours as Landlord
may designate.

7.      SUBORDINATION.

        A.  Subordination.  This Lease is subject  and  subordinate  to each and
every ground or underlying  lease of the Real  Property or the Building  (each a
"Superior Lease") hereafter made


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by  Landlord  and to the lien of each and every  trust  indenture  and  mortgage
(collectively  the  "Mortgages")  which  may now or  hereafter  affect  the Real
Property or the Building or any such Superior  Lease and the leasehold  interest
created  thereby,  and to all  renewals,  extensions,  supplements,  amendments,
modifications,    consolidations,   and   replacements   thereof   or   thereto,
substitutions  therefor  and  advances  made  thereunder.  This clause  shall be
self-operative and no further  instrument of subordination  shall be required to
make the interest of any lessor under a Superior Lease,  trustee or mortgagee of
a Mortgage superior to the interest of Tenant hereunder. In confirmation of such
subordination,  however,  Tenant shall execute and deliver any certificate  that
Landlord  may  reasonably  request  and, in the event that Tenant  shall fail to
execute and deliver any such  certificate  within ten (10)  business  days after
request therefor,  Tenant shall  irrevocably  constitute and appoint Landlord as
Tenant's attorney-in-fact,  coupled with an interest, to execute and deliver any
such  certificate for and on behalf of Tenant.  If the date of expiration of any
Superior Lease shall be the same day as the Expiration  Date, the Term shall end
and expire  twelve (12) hours prior to the  expiration  of the  Superior  Lease.
Tenant covenants and agrees that,  except as expressly  provided herein,  Tenant
shall not  knowingly  do  anything  that would  constitute  a default  under any
Mortgage,  or omit to do anything that Tenant is obligated to do under the terms
of  this  Lease  so as to  cause  Landlord  to be in  default  under  any of the
foregoing.  If, at any time Landlord's  obligations as lessee under any Superior
Lease require  Landlord to modify any of its  obligations  under,  or any of the
terms  of,  this  Lease or if,  in  connection  with the  financing  of the Real
Property,  the Building or the interest of the lessee under any Superior  Lease,
any lending  institution shall request  reasonable  modifications of this Lease,
provided such  modifications do not increase (other than to a de minimus extent)
the obligations of, or adversely  affect or diminish (other than to a de minimus
extent) the rights of,  Tenant under this Lease,  Tenant  covenants to make such
modifications.

        B.  Attornment.  If at any time prior to the expiration of the Term, any
Mortgage  shall be  foreclosed  or any  Superior  Lease  shall  terminate  or be
terminated for any reason, Tenant agrees, at the election and upon demand of any
owner of the  Real  Property  or the  Building,  or the  lessor  under  any such
Superior  Lease,  or of any  mortgagee in possession of the Real Property or the
Building,  to attorn, from time to time, to any such owner, lessor or mortgagee,
upon the then executory terms and conditions of this Lease, for the remainder of
the term originally demised in this Lease,  provided that such owner,  lessor or
mortgagee,  as the case may be, or receiver caused to be appointed by any of the
foregoing,  shall  not then be  entitled  to  possession  of the  Premises.  The
provisions  of this  subsection  B shall inure to the benefit of any such owner,
lessor or mortgagee,  shall apply notwithstanding that, as a matter of law, this
Lease may terminate upon the termination of any such Superior  Lease,  and shall
be  self-operative  upon any such  demand,  and no further  instrument  shall be
required to give effect to said provisions.  Tenant, however, upon demand of any
such  owner,  lessor  or  mortgagee,  agrees  to  execute,  from  time to  time,
instruments in  confirmation  of the foregoing  provisions of this subsection B,
reasonably  satisfactory to any such owner,  lessor or mortgagee,  acknowledging
such  attainment  and setting forth the terms and conditions of its tenancy and,
in the event that Tenant shall fail to execute and deliver any such  instruments
within ten (10) business days after request  therefor,  Tenant shall irrevocably
constitute and appoint  Landlord as Tenant's  attorney-in-fact,  coupled with an
interest,  to execute  and  deliver  any such  instruments  for and on behalf of
Tenant.  Nothing contained in this subsection B shall be construed to impair any
right Otherwise exercisable by any such owner, lessor or mortgagee.


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        C. Non-Disturbance.  Notwithstanding the provisions of Section A of this
Article 7 to the contrary,  Landlord agrees that it shall obtain from the holder
of the  Mortgage  currently  encumbering  the Real  Property,  a  subordination,
non-disturbance  and  attornment  agreement  in  favor  of  Tenant  in the  form
generally used by the holder of such Mortgage  within thirty (30) days following
Tenant's  execution and delivery of the same.  In addition,  provided this Lease
shall be in full force and effect and Tenant  shall not be in default  hereunder
beyond  applicable  notice and grace  periods,  Landlord  shall  secure from the
holder of any  future  Mortgage  any the  lessor of any  future  Superior  Lease
intended to be superior to the interest of Tenant  hereunder an agreement either
(i)  substantially  in the form  annexed  hereto as Exhibit 2 (with such changes
thereto  as may be  reasonably  required  by the  future  lender  or  lessor  in
accordance  with  customary  lending or real  estate  practices)  or,  (ii) if a
substantially  different form, then in a form which is reasonably  acceptable to
Tenant.  Tenant  covenants and agrees to execute and deliver any such  agreement
from a future lender or lessor within ten (10) business days following  Tenant's
receipt of the same, failing which this Lease shall be deemed subordinate to any
such  future  Mortgage  or  future  Superior  Lease  pursuant  to the  terms  of
subsection  A of this  Article 7. In the event the fees  incurred by Landlord in
connection  with  obtaining any  subordination,  non-disturbance  and attornment
agreement  exceeds the amount of $10,000.00,  Tenant agrees to equally share the
balance of such fees with Landlord,  payable as additional rent hereunder within
ten (10) business days following Tenant's receipt of an invoice therefor.

8.      RULES AND REGULATIONS.  Tenant and Tenant's employees,  agents, visitors
and licensees shall observe faithfully,  and comply strictly with, the Rules and
Regulations  annexed  hereto and made a part hereof as Schedule A and such other
and further  reasonable  Rules and Regulations as Landlord or Landlord's  agents
may from  time to time  adopt  after  reasonable  advance  notice to be given as
Landlord may elect (collectively, the "Rules and Regulations").  Nothing in this
Lease  contained  shall  be  construed  to  impose  upon  Landlord  any  duty or
obligation  to  enforce  the  Rules  and  Regulations  or  terms,  covenants  or
conditions in any other lease,  against any other tenant and Landlord  shall not
be  liable  to  Tenant  for  violation  of the  same by any  other  tenant,  its
employees,  agents,  visitors or licensees,  but Landlord  shall not enforce the
Rules and Regulations against Tenant in a discriminatory manner.

9.      INSURANCE.

        A. Liability Insurance.  Tenant shall obtain at its own expense and keep
in full  force and  effect  during  the Term,  a policy  of  commercial  general
liability insurance (including, without limitation,  insurance covering Tenant's
contractual  liability  under this  Lease),  under which  Tenant is named as the
insured,  and Landlord,  Landlord's  managing agent,  the present and any future
mortgagee  of the Real  Property or the  Building  and/or  such other  designees
specified by Landlord from time to time, are named as additional insureds.  Such
policy shall contain a provision  that no act or omission of Tenant shall affect
or limit the  obligation of the insurance  company to pay the amount of any loss
sustained.  Such  policy  shall also  contain a  provision  which  provides  the
insurance  company  will not cancel or refuse to renew the policy,  or change in
any material  way the nature or extent of the coverage  provided by such policy,
without  first  giving  Landlord  at least  thirty (30) days  written  notice by
certified mail, return receipt requested,  which notice shall contain the policy
number and the names of the insured  and policy  holder.  The minimum  limits of
liability shall be a combined single limit with respect to each occurrence in an
amount of not less than  $5,000,000 for injury (or death) and damage to property
or such


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greater amount as Landlord may; from time to time, reasonably require,  provided
such  increases  are  commercially  reasonable  for  comparable  leased space in
midtown Manhattan. Tenant shall also maintain at its own expense during the Term
a policy of workers'  compensation  insurance  providing  statutory benefits for
Tenant's  employees and employer's  liability.  Tenant shall provide to Landlord
upon  execution  of this  Lease  and at  least  thirty  (30)  days  prior to the
termination of any existing policy, a certificate  evidencing the  effectiveness
of the  insurance  policies  required  to be  maintained  hereunder  which shall
include the named insured, additional insured, carrier, policy number, limits of
liability,  effective  date,  the name of the insurance  agent and its telephone
number. Following the occurrence of any event that may give rise to an insurance
claim or dispute,  Tenant shall provide  Landlord  with a complete  copy, or all
relevant  portions of any such policy upon written  request of Landlord.  Tenant
shall have no right to obtain any of the insurance  required  hereunder pursuant
to a blanket policy covering other properties unless the blanket policy contains
an endorsement that names Landlord,  Landlord's  managing agent and/or designees
specified by Landlord from time to time, as additional insureds,  references the
Premises, and guarantees a minimum limit available for the Premises equal to the
amount of insurance  required to be maintained  hereunder.  Each policy required
hereunder  shall  contain a clause  that the policy and the  coverage  evidenced
thereby shall be primary with respect to any policies  carried by Landlord,  and
that any coverage carried by Landlord shall be excess  insurance.  The limits of
the insurance  required under this  subsection  shall not limit the liability of
Tenant under this Lease. All insurance required to be carried by Tenant pursuant
to the  terms of this  Lease  shall be  effected  under  valid  and  enforceable
policies issued by reputable and independent  insurers  permitted to do business
in the State of New York, and rated in Best's  Insurance Guide, or any successor
thereto (or if there be none, an organization  having a national  reputation) as
having a general  policyholder rating of "A-" and a financial rating of at least
"10".  In the event that Tenant  fails to  continuously  maintain  insurance  as
required by this subsection,  Landlord may, at its option and without  relieving
Tenant of any obligation hereunder, order such insurance and pay for the same at
the expense of Tenant. In such event,  Tenant shall repay the amount expended by
Landlord,  with interest  thereon,  immediately  upon Landlord's  written demand
therefor.

        B. "All Risk"  Insurance.  Tenant shall also maintain at its own expense
during the Term a policy  against fire and other  casualty on an "all risk" form
covering all Alterations,  construction and other improvements  installed within
the Premises, whether existing in the Premises on the date hereof or hereinafter
installed by or on behalf of Landlord or Tenant, and on all furniture, fixtures,
equipment, personal property and inventory of Tenant located in the Premises and
any  property in the care,  custody and  control of Tenant  (fixed or  otherwise
sufficient to provide 100% full  replacement  value of such Items,  which policy
shall  otherwise  comply  with the  provisions  of  subsections  A and C of this
Article 9.

        C.  Waiver  of   Subrogation.   The  parties  hereto  shall  procure  an
appropriate  clause in, or  endorsement  on, any "all-risk"  property  insurance
covering the Premises and the Building,  including its  respective  Alterations,
construction  and other  improvements  as well as personal  property,  fixtures,
furniture, inventory and equipment located thereon or therein, pursuant to which
the insurance  companies  waive  subrogation  or consent to a waiver of right of
recovery,  and each party hereby  agrees that it will not make any claim against
or  seek to  recover  from  the  other  or the  partners,  directors,  officers,
shareholders  or  employees of such party for any loss or damage to its property
or the property of others resulting from fire or other hazards covered by


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such  "all-risk"  property  insurance  policies  to the extent that such loss or
damage is actually recoverable under such policies exclusive of any deductibles.
Such  waiver  will not apply  should any loss or damage  result  from one of the
parties' gross negligence or willful misconduct. If the payment of an additional
premium is required for the inclusion of such waiver of  subrogation  provision,
each party shall advise the other of the amount of any such additional  premiums
and the other party shall pay the same.  It is expressly  understood  and agreed
that  Landlord will not carry  insurance on the  Alterations,  construction  and
other improvements presently existing or hereafter installed within the Premises
or on Tenant's fixtures, furnishings,  equipment, personal property or inventory
located in the Premises or insurance against interruption of Tenant's business.

        D.  Landlord's  Insurance.  Landlord agrees to maintain and keep in full
force  and  effect  throughout  the Term  hereof,  standard  fire  and  extended
coverage,  policy,  insuring the Building against fire and other causes included
on an "all risk" form sufficient to provide 100% full  replacement  value of the
Building  (exclusive  of  foundations)  or such  lesser  amount  as  will  avoid
co-insurance  provided,  however,  if (i) such insurance  coverage  ceases to be
available or (ii) the cost of such insurance increases so that owners of similar
properties in New York County, New York generally cease to carry such insurance,
Landlord shall maintain such insurance coverage as is customarily  maintained by
owners of similar properties in New York County, New York.

10.     DESTRUCTION OF THE PREMISES: PROPERTY LOSS OR DAMAGE.

        A.  Repair of  Damage.  If the  Premises  or any part  thereof  shall be
damaged by fire or other  casualty,  Tenant shall give prompt notice  thereof to
Landlord  and this Lease  shall  continue  in full  force and  effect  except as
hereinafter  set  forth.  If the  Premises  shall  be  damaged  by fire or other
casualty,  then the Premises  shall be repaired  and  restored to its  condition
preceding  the damage in  accordance  with the  provisions  of this  Article 10.
Whenever in this Article 10 reference is made to  restoration  of the  Premises,
(i)  Tenant's  obligation  shall  be as to  all  property  within  the  Premises
including Tenant's furniture,  fixtures,  equipment and other personal property,
any and all Alterations, construction or other improvements made to the Premises
by or on behalf of Tenant and any other leasehold  improvements  existing in the
Premises on the date hereof,  all of which shall be restored  and/or replaced at
Tenant's sole cost and expense,  except in the event this Lease is terminated in
accordance with this Article 10 and (ii) Landlord's obligation, if any, shall be
as to the core and shell,  which  constitutes  the structure of the Building and
the mechanical,  electrical, plumbing and other Building systems up to the point
of connection into the Premises. Landlord shall have no liability to Tenant, and
Tenant  shall not be  entitled to  terminate  this  Lease,  if such  repairs and
restoration are not in fact completed  within  Landlord's  estimated time period
for restoration (if any), so long as Landlord shall have proceeded  continuously
with reasonable due diligence  during the course of the  restoration.  Until the
date occurring three (3) months following substantial  completion of the repairs
that are Landlord's responsibility hereunder, the Rent and additional rent shall
be reduced in the proportion which the area of the part of the Premises which is
damaged  bears to the total  area of the  Premises;  provided,  however,  should
Tenant  retake  possession  of a portion  of the  Premises  for the  conduct  of
business prior to such date,  the Rent and  additional  rent shall be reinstated
with respect to such reoccupied  portion of the Premises and shall be payable by
Tenant from the date of such possession.


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        B. Termination  Options. (i) Anything in subsection A of this Article 10
to the contrary  notwithstanding,  if the  Premises  are totally  damaged or are
rendered wholly untenantable,  or if the Building shall be so damaged by fire or
other  casualty  that,  in Landlord's  reasonable  opinion,  either  substantial
alteration,  demolition  or  reconstruction  of the  Building  shall be required
(whether or not the Premises  shall have been damaged or rendered  untenantable,
or if the Building, after its proposed repair, alteration or restoration,  shall
not be  economically  viable for its current  use,  then in any of such  events.
Landlord,  at Landlord's  option,  may, not later than sixty (60) days following
the damage, give Tenant a notice in writing terminating this Lease. In addition,
(i) if any material  damage  shall occur to the Premises or the Building  during
the last eighteen  (18) months of the Term,  Landlord and Tenant shall each have
the option to terminate  this Lease by thirty (30) days prior written  notice to
Tenant or Landlord,  as applicable  and (ii) Landlord  shall not be obligated to
repair or restore  the  Premises  or the  Building  if a holder of a mortgage or
underlying  leasehold applies proceeds of insurance to the loan or lease payment
balance,  and  the  remaining  proceeds,  if  any,  available  to  Landlord  are
insufficient to pay for such repair or restoration. If Landlord or Tenant elects
to  terminate  this Lease,  the Term shall expire upon the date set forth in the
notice of termination  rendered to the other party,  and Tenant shall vacate the
Premises  and  surrender  the same to Landlord  without  prejudice  however,  to
Landlord's  rights and remedies  against Tenant under this Lease in effect prior
to such  termination  and any Rent  owing  shall be paid up to such date and any
payments of Rent made by Tenant  which were on account of any period  subsequent
to such date shall be returned  to Tenant.  Upon the  termination  of this Lease
under the  conditions  provided  for in the next  preceding  sentence,  Tenant's
liability for Rent and additional rent thereafter accruing shall cease as of the
day following such damage.

           (ii)   If  twenty-five  (25%) percent or more of the rentable area of
the  Premises  is  damaged  by fire or other  casualty  or are  rendered  wholly
untenantable  thereby,  and If Landlord  shall  elect to restore  the  Premises,
Landlord shall, within the aforesaid sixty (60) day period following the damage,
cause an Independent contractor or architect selected by Landlord to give notice
to  Tenant  of the date by which  such  contractor  or  architect  believes  the
restoration of the Premises shall be substantially  completed (the  "Restoration
Date").  If such notice shall indicate that the Restoration Date shall not occur
within twelve (12) months following such initial sixty (60) day estimate period,
then Tenant  shall have the right to  terminate  this Lease by giving  notice to
Landlord  not later than fifteen  (15) days after  receiving  such notice and in
such event this Lease  shall  terminate  on the later of the date  specified  in
Tenant's  notice for the termination of this Lease (which date shall not be more
than  thirty  (30) days after the  giving of such  notice by Tenant) or the date
Tenant vacates the Premises and removes all its property therefrom.

        C. Repair  Delays.  Subject to the  provisions  of  subsection A of this
Article 10,  Landlord shall not be liable for reasonable  delays which may arise
by reason of the claim  adjustment  with any  insurance  company  on the part of
Landlord and/or Tenant, and for reasonable delays on account of "labor troubles"
or any other cause beyond Landlord's control.

        D.  Provision  Controlling.  The  parties  agree  that this  Article  10
constitutes an express agreement  governing any case of damage or destruction of
the Premises or the Building by fire or other casualty,  and that Section 227 of
the Real Property Law of the State of New


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York,  which  provides  for  such  contingency  in  the  absence  of an  express
agreement, and any other law of like import now or hereafter in force shall have
no application in any such case.

        E. Property Loss or Damage.  Any Building  employee to whom any property
shall be  entrusted  by or on behalf  of Tenant  shall be deemed to be acting as
Tenant's agent with respect to such property and neither Landlord nor its agents
shall 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.  Except for  Landlord's  repair  and  restoration
obligations  set forth in subsection A hereof,  neither  Landlord nor its agents
shall be liable for any injury or damage to property or interruption of Tenant's
business  resulting  from  fire,   explosion,   falling  plaster,   steam,  gas,
electricity,  water, rain or snow or leaks from any part of the Building or from
the pipes,  appliances or plumbing works or from the roof,  street or subsurface
or from any  other  place or by  dampness  or by any other  cause of  whatsoever
nature; nor shall Landlord or its agents be liable for any such damage caused by
other  tenants or  persons  in the  Building  or caused by  construction  of any
private,  public or  quasi-public  work:  nor shall  Landlord  be liable for any
latent defect in the Premises or in the Building (except as otherwise  expressly
provided herein).

        F. Landlord's Failure to Make Repairs.  Notwithstanding  anything to the
contrary contained in this Lease, if (i) Landlord fails to take such measures as
may be  reasonable  under the  circumstances  to make any repairs or perform any
maintenance  required to be made or performed by Landlord  pursuant to the terms
of this  Lease  within  ten (10)  consecutive  business  days  after  Tenant has
notified  Landlord of the needed repair or maintenance (or such longer period of
time as is necessary  given the nature of the needed repair or  maintenance,  so
long as  Landlord  is  diligently  pursuing  the  cure  thereof  to  substantial
completion),  which  failure  renders  the  Premises or any  "material  portion"
thereof  not usable  (as  reasonably  determined  by  Landlord)  and as a result
thereof Tenant ceases to conduct its business  therein,  or (ii) if the Premises
or any material portion thereof is rendered not usable as reasonably  determined
by Landlord) and Tenant ceases to conduct its business  therein by reason of any
repair or maintenance made by Landlord,  which condition  continues for ten (10)
consecutive  business days after Tenant has notified  Landlord  thereof (or such
longer  period of time as is necessary  given the nature of the needed repair or
maintenance,  so long as Landlord is  diligently  pursuing  the cure  thereof to
substantial completion), then provided and upon the condition that this Lease is
in  full  force  and  effect  and  Tenant  is not in  default  hereunder  beyond
applicable  notice  and grace  periods,  the Rent and  additional  rent shall be
abated in the  proportion  by which the  portion  of the  Premises  which is not
reasonably  usable  and is not used by  Tenant  bears to the  total  area of the
Premises,  commencing  on the  expiration  of such ten (10)  business day period
until the date such repair is made or maintenance completed. For the purposes of
this  subsection  I, the  term  "material  portion"  shall  mean  not less  than
twenty-five (25%) percent of the area on any floor of the Premises. In the event
Landlord is unable to make any repairs or perform  any  maintenance  obligations
because of a force  majeure  event or any other  reason  beyond  the  reasonable
control of Landlord  including,  without  limitation,  the acts or  omissions of
Tenant or any of Tenant's  agents,  employees or contractors,  then the ten (10)
business  day period  shall be  extended  one (1) day for each day such event of
force  majeure or other  impossibility  exists.  Notwithstanding  the  foregoing
remedy,  Landlord agrees to diligently pursue any such repair or maintenance.  A
copy of any notice from Tenant to Landlord given  pursuant to this  subsection F
shall not be deemed  effective  unless  and until a copy of said  notice is sent
simultaneously  to the


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holder of any Mortgage  encumbering the Building whose address has been provided
to Tenant or with whom  Tenant  has  entered  in a  subordination  agreement  in
accordance with Article 7 hereof.

11.     CONDEMNATION.

        A. Condemnation.  If the whole of the Real Property, the Building or the
Premises  shall be acquired or condemned for any public or  quasi-public  use or
purpose,  this  Lease and the Term  shall end as of the date of the  vesting  of
title with the same effect as if said date were the  Expiration  Date. If only a
part of the Real Property shall be so acquired or condemned  then, (i) except as
hereinafter  provided  in this  subsection  A,  this  Lease  and the Term  shall
continue in force and effect  but, if a part of the  Premises is included in the
part of the Real Property so acquired or  condemned,  from and after the date of
the  vesting  of title,  the Rent and  additional  rent  shall be reduced in the
proportion  which the area of the part of the  Premises so acquired or condemned
bears to the total area of the Premises immediately prior to such acquisition or
condemnation;  (ii)  whether  or not the  Premises  shall be  affected  thereby,
Landlord,  at Landlord's option, may give to Tenant, within sixty (60) days next
following the date upon which Landlord shall have received  notice of vesting of
title,  a five (5) days notice of  termination  of this Lease;  and (iii) if the
part of the Real  Property so  acquired or  condemned  shall  contain  more than
thirty (30%) percent of the total area of the Premises immediately prior to such
acquisition  or   condemnation,   or  if,  by  reason  of  such  acquisition  or
condemnation,  Tenant no longer has reasonable  means of access to the Premises,
Tenant, at Tenant's option,  may give .to Landlord,  within sixty (60) days next
following  the date upon which Tenant shall have  received  notice of vesting of
title, a five (5) days notice of termination of this Lease. If any such five (5)
days notice of  termination  is given by Landlord or Tenant,  this Lease and the
Term shall come to an end and expire upon the  expiration  of said five (5) days
with the same effect as if the date of expiration of said five (5) days were the
Expiration Date. If a part of the Premises shall be so acquired or condemned and
this  Lease  and the Term  shall not be  terminated  pursuant  to the  foregoing
provisions of this subsection A, Landlord, at Landlord's expense,  shall restore
that part of the  Premises  not so acquired  or  condemned  to a  self-contained
rental unit. In the event of any termination of this Lease and the Term pursuant
to the provisions of this  subsection A, the Rent and  additional  rent shall be
apportioned as of the date of sooner termination and any prepaid portion of Rent
and additional rent for any period after such date shall be refunded by Landlord
to Tenant.

        B. Award. In the event of any such acquisition or condemnation of all or
any part of the Real Property,  Landlord shall be entitled to receive the entire
award for any such  acquisition  or  condemnation,  Tenant  shall  have no claim
against  Landlord or the  condemning  authority  for the value of any  unexpired
portion of the Term and Tenant hereby  expressly  assigns to Landlord all of its
right in and to any such award.  Nothing contained in this subsection B shall be
deemed to prevent Tenant from making a claim in any condemnation proceedings for
Tenant's  relocation  expenses or the then value of any furniture,  furnishings,
fixtures  and  Alterations  installed  by and at the sole  expense of Tenant and
included in such taking, provided that such award shall not reduce the amount of
the award otherwise payable to Landlord.

12.     ASSIGNMENT AND SUBLETTING.


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        A.  Prohibition  Without Consent.  Except as expressly  provided herein,
Tenant  expressly  covenants that it shall not (i) assign or otherwise  transfer
this Lease or the term and  estate  hereby  granted,  (ii)  mortgage,  pledge or
encumber  this Lease or the Premises or any part thereof in any manner by reason
of any act or omission on the part of Tenant,  or (iii)  sublet the  Premises or
any part  thereof  or permit  the  Premises  or any part  thereof  to be used or
occupied by others  (whether for desk space,  mailing  privileges  or otherwise)
without obtaining the prior written consent of Landlord in each instance,  which
consent  shall be  granted  or  withheld  in  accordance  with the terms of this
Article 12. If this Lease be assigned, or if the Premises or any part thereof be
sublet or occupied by anybody other than Tenant,  Landlord may, after default by
Tenant  (which  Tenant  shall  have been  notified  of),  collect  rent from the
assignee,  subtenant 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 an  assignment  or  underletting  shall not in any way be
construed to relieve  Tenant from  obtaining  the express  consent in writing of
Landlord  to any  further  assignment  or  underletting.  In no event  shall any
permitted subtenant 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  which consent shall be granted or withheld in
accordance  with  the  terms  of this  Article  12.  Any  assignment,  sublease,
mortgage,  pledge, encumbrance or transfer in contravention of the provisions of
this Article 12 shall be void.

        B. Notice of  Proposed  Transfer.  If Tenant  shall at any time or times
during  the Term  desire  to  assign  this  Lease or  sublet  all or part of the
Premises  (excluding  any  assignment  or  subletting  to a related  corporation
pursuant  to  subsection  L of this  Article 12 or a  permitted  transfer of the
nature  described in subsection K of this Article 12),  Tenant shall give notice
thereof to Landlord,  which notice  shall be  accompanied  by (i) a conformed or
photostatic  copy of the  proposed  assignment  or  sublease,  the  effective or
commencement  date of which  shall be not less  than ten (10) nor more  than one
hundred and eighty (180)  business days after the giving of such notice,  (ii) 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
Premises,  (iii)  current  financial  information  with  respect to the proposed
assignee or subtenant,  including, without limitation, its most recent financial
report or other financial information reasonably requested by Landlord,  (iv) an
agreement by Tenant to indemnify  Landlord against liability  resulting from any
claims that may be made against  Landlord by the proposed  assignee or subtenant
or by any brokers or other persons claiming that they have dealt with Tenant and
claiming a commission or similar  compensation  in connection  with the proposed
assignment  or  sublease  and (v) in the  case of a  sublease,  such  additional
information  related to the  proposed  subtenant  as Landlord  shall  reasonably
request, if any.

        C.  Landlord's  Options.  Except for a permitted  transfer of the nature
described in  subsections K and L of this Article 12, the notice  containing all
of the  information  set forth in Subsection B of this Article 12 above shall be
deemed  an offer  from  Tenant  to  Landlord  whereby  Landlord  (or  Landlord's
designee)  may,  at its  option,  (a)  terminate  this  Lease  (if the  proposed
transaction  is an assignment or a sublease of all or  substantially  all of the
Premises  for all or  substantially  all of the  balance  of the  Term),  or (b)
terminate this Lease with respect to the


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portion of the Premises  that Tenant  desires to  sublease.  Said options may be
exercised  by Landlord by notice to Tenant at any time within ten (10)  business
days after the aforesaid notice has been given by Tenant to Landlord; and during
such ten (10)  business day period Tenant shall not assign this Lease nor sublet
such  space to any  person  or  entity.  Notwithstanding  the  foregoing  to the
contrary,  Landlord  agrees to a one time  waiver of its  recapture  options set
forth above in connection with a proposed  sublease  covering up to seventy-five
(75%)  percent of the rentable  square  footage on one (1) floor of the Premises
for a term of three (3) years or less which commences prior to the date on which
the fifth (5th) anniversary of the Commencement Date shall occur.

        D.  Termination  by  Landlord.  If  Landlord  exercises  its  option  to
terminate  this Lease in the case where  Tenant  desires  either to assign  this
Lease  or  sublet  all  or  substantially  all of the  Premises  (excluding  any
assignment or subletting  to a related  corporation  pursuant to subsection L of
this Article 12 or a permitted  transfer of the nature described in subsection K
of this Article 12),  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 Rent and additional rent due hereunder shall be paid and apportioned to such
date.  Furthermore,  if Landlord exercises its option to terminate this Lease in
part in any case where Tenant  desires to sublet part of the Premises,  then (i)
this Lease shall end and expire with respect to such part of the Premises on the
date that the proposed  sublease was to commence;  (ii) from and after such date
the Rent,  Tenant's  Proportionate  Share, Labor Rate Factor and additional rent
due hereunder  shall be adjusted,  based upon the  proportion  that the rentable
area of the Premises remaining bears to the total rentable area of the Premises;
(iii) from and after such date  Tenant  shall  afford  Landlord  and its agents,
tenants,  undertenants, or licensees reasonable appropriate means of ingress and
egress  to and from  such  surrendered  space;  and  (iv)  Tenant  shall  pay to
Landlord,  upon demand, the costs incurred by Landlord in physically  separating
such part of the Premises from the balance of the Premises and in complying with
any  legal  or  insurance  requirements  relating  to such  separation,  and the
repairing and  restoration to tenantable  condition of any part of the remainder
of the Premises  which is physically  affected by such  separation,  if Landlord
exercises  its option to  terminate  this Lease in whole or in part  pursuant to
subsection  C of this  Article 12.  Landlord  shall be free to and shall have no
liability to Tenant if Landlord  should lease the Premises (or any part thereof)
to  Tenant's  prospective  assignee or  subtenant;  provided,  however,  that if
Landlord  should  lease  the  Premises  or any  part  thereof)  to the  Tenant's
prospective  assignee or subtenant,  then  Landlord  shall pay any brokerage fee
incurred in connection therewith.

        E. Intentionally Deleted.

        F. Effect of Termination.  Tenant shall complete,  swear to and file any
questionnaires,  tax returns,  affidavits  or other  documentation  which may be
required to be filed with the appropriate governmental agency in connection with
any other tax which may now or hereafter be in effect.  Tenant further agrees to
pay any amounts which may be assessed in  connection  with any of such taxes and
to indemnify  Landlord against and to hold Landlord harmless from any claims for
payment of such taxes as a result of such transactions.

        G.  Conditions for Landlord's  Approval.  In the event Landlord does not
exercise  either of the options  provided to it pursuant to subsection C of this
Article  12 and  provided  that  Tenant  is not in  default  of any of  Tenant's
monetary or other material non-monetary obligations


                                       20
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under this Lease as of the time of Landlord's  consent,  and as of the effective
date of the proposed  assignment or commencement date of the proposed  sublease,
Landlord's consent (which must be in writing and form reasonably satisfactory to
Landlord)  to the  proposed  assignment  or sublease  shall not be  unreasonably
withheld, conditioned or delayed, provided and upon condition that:

           (i) Tenant shall have complied with the provisions of subsection B of
this Article 12 and Landlord  shall not have  exercised any of its options under
subsection C of this Article 12 within the time permitted therefor;

           (ii) In  Landlord's  reasonable  judgment  the  proposed  assignee or
subtenant  is  engaged in a  business  or  activity,  and the  Premises,  or the
relevant  part thereof,  will be used in a manner,  which (a) is in keeping with
the then  standards of the  Building,  (b) is limited to the use of the Premises
for the Permitted Uses, and (c) will not violate any negative covenant as to use
contained in any other lease of office  space in the Building of which  Landlord
shall notify Tenant;

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

           (iv)  Neither  (a) the  proposed  assignee or  subtenant  nor (b) any
person which,  directly or  indirectly,  controls,  is controlled by or is under
common control with, the proposed assignee or subtenant,  is then an occupant of
any part of the Building,  if Landlord has any comparably  sized space available
or becoming  available for lease in the Building within six (6) months following
Landlord's receipt of notice of the proposed assignment or sublease;

           (v) The  proposed  assignee  or  subtenant  is not a person with whom
Landlord is or has been, within the preceding six (6) month period,  negotiating
to lease  comparably  sized  space in the  Building  if  Landlord  has any space
available or becoming available for lease in the Building;

           (vi) The form of the proposed  sublease or  instrument  of assignment
(a) shall be in form reasonably  satisfactory to Landlord,  and (b) shall comply
with the applicable provisions of this Article 12;

           (vii) Any  proposed  subletting  shall not result in there being more
than two (2) occupants  (including  Tenant) on the floor that is subject to such
sublease;

           (viii) The rental and other terms and  conditions of the sublease are
the same as those  contained  in the  proposed  sublease  furnished  to Landlord
pursuant to subsection B of this Article 12;

           (ix) Within ten (10) business days of a bill thereof or, Tenant shall
reimburse  Landlord  for the  reasonable  out-of-pocket  costs that are actually
incurred by Landlord in connection with said  assignment or sublease  (excluding
any  permitted  sublease  or  assignment  to a related  corporation),  including
without limitation,  the costs of making  investigations as to the acceptability
of the proposed  assignee or subtenant,  and reasonable  legal costs incurred by
Landlord in connection with the granting of any requested consent;


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           (x) No flyer or other advertisement pertaining to the availability of
the Premises for  subletting  or assignment  shall  contain the proposed  rental
thereof;

           (xi) The  proposed  occupancy  shall not,  in  Landlord's  reasonable
opinion,  materially  increase the  Building's  operating  or other  expenses or
impose an extra burden upon services to be supplied by Landlord to Tenant;

           (xii) The proposed assignee or subtenant or its business shall not be
subject to compliance  with additional  requirements  of law (including  related
regulations)  beyond those requirements which are applicable to the named Tenant
herein  which  would  impose an  additional  burden or  monetary  obligation  on
Landlord;

           (xiii) 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; and

           (xiv)  Any  sublease  shall  not be for a sublet  space of less  than
10,000 rentable square feet.

        If Landlord shall decline to give its consent to any proposed assignment
or  sublease,  or if  Landlord  shall  exercise  either  of  its  options  under
subsection  C of this  Article  12,  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 subtenant or by any
brokers or other  persons  claiming a  commission  or  similar  compensation  in
connection  with the proposed  assignment or sublease.  Landlord will respond to
Tenant's request for Landlord's  consent to a proposed  assignment or subletting
within ten (10) business days of Tenant's written request  therefor  accompanied
by all supporting  documentation required hereunder. In the event Landlord fails
to respond to Tenant's request for consent of the proposed  transfer within such
ten (10)  business day period,  Tenant may send a second (2nd)  written  request
stating in bold type that "LANDLORD'S FAILURE TO RESPOND TO TENANT'S REQUEST FOR
LANDLORD'S  CONSENT TO THE PROPOSED  TRANSFER  WITHIN FIVE (5) BUSINESS  DAYS OF
THIS SECOND (2nd)  REQUEST SHALL BE DEEMED  LANDLORD'S  CONSENT TO SUCH PROPOSED
TRANSFER."  A copy of such second (2nd)  notice must be  simultaneously  sent to
Landlord's  counsel  (or such other  parties as  Landlord  may from time to time
designate) in accordance with the notice  provisions of Article 27 of this Lease
in order for the same to be deemed effective. The failure of Landlord to respond
to Tenant's  second (2nd),  request  within such five (5) business days shall be
deemed to be Landlord's consent to such assignment or subletting.

        H. Future  Requests.  In the event that (i)  Landlord  fails to exercise
either of its options  under  subsection  C of this Article 12 and consents to a
proposed  assignment  or sublease,  and (ii) 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  subsection  B of this  Article  12  before
assigning this Lease or subletting all or part of the Premises.


                                       22
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        I.  Sublease  Provisions.  With  respect to each and every  sublease  or
subletting  authorized by Landlord  under the  provisions  of this Lease,  it is
further agreed that:

           (i) No  subletting  shall be for a term ending later than one (1) day
prior to the -Expiration Date of this Lease;

           (ii) No sublease  shall be  delivered,  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;

           (iii) 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  dispossession  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 (a) be liable for
any previous act or omission of Tenant  under such  sublease,  (b) be subject to
any counterclaim,  offset or defense,  not expressly  provided in such sublease,
which  theretofore  accrued to such subtenant against Tenant, or (c) be bound by
any previous modification of such sublease or by any previous prepayment of more
than  one  (1)  month's  Rent.  The  provisions  of this  Article  12  shall  be
self-operative  and no further  instrument  shall be  required to give effect to
this provision;

           (iv) If any laws,  orders,  rules or  regulations  of any  applicable
governmental authority require that any Hazardous Substances, including, without
limitation,  asbestos,  contained  in or about the  Premises  to be sublet  (the
"Sublet  Space") be dealt with in any particular  manner in connection  with any
alteration of the Sublet Space, then it shall be the subtenant's obligation,  at
the subtenant's  expense,  to deal with such Hazardous  Substances in accordance
with all such laws,  orders,  rules and regulations  (unless  Landlord elects to
deal with such Hazardous  Substances itself, in which event, the subtenant shall
reimburse  Landlord  for all of  Landlord's  costs and  expenses  in  connection
therewith  within ten (10) days next  following  the  rendition  of a  statement
therefor); and

           (v) Except for any  subletting  by Tenant to Landlord or its designee
pursuant to the provisions of this Article 12, each subletting  pursuant to this
Article  12  shall  be  subject  to  all of the  covenants,  agreements,  terms,
provisions  and  conditions  contained in this Lease.  Notwithstanding  any such
subletting  to Landlord or 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 of the Rent and  additional
rent  due  and to  become  due  hereunder  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  shall be  deemed  to be a
violation  by  Tenant.  Tenant  further  agrees  that  notwithstanding  any such
subletting,  no other and further  subletting  of the  Premises by Tenant or any
person  claiming  through  or under  Tenant  shall or will be made  except  upon
compliance with and subject to the provisions of this Article 12.


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        J. Profits from  Assignment or  Subletting.  If Landlord  shall give its
consent to any  assignment  of this Lease or to any  sublease or if Tenant shall
enter into any other assignment or sublease permitted hereunder, Tenant shall in
consideration therefor, pay to Landlord, as additional rent:

           (i) In the case of an  assignment,  an amount  equal to  seventy-five
(75%)  percent  of all sums  and  other  considerations  paid to  Tenant  by the
assignee  for or by reason of such  assignment  (including,  but not limited to,
sums paid for the sale of Tenant's fixtures, leasehold improvements,  equipment,
furniture,  furnishings or other personal property,  less, in the case of a sale
thereof,  the then fair  market  value  thereof,  as  reasonably  determined  by
Landlord) less all customary expenses reasonably and actually incurred by Tenant
on  account  of  brokerage  commissions,   legal  expenses,  tenant  improvement
allowances,   rent  credits  and  advertising  costs  in  connection  with  such
assignment,  provided that Tenant shall submit to Landlord a receipt  evidencing
the  payment of such  expenses  (or other  proof of payment  as  Landlord  shall
reasonably require); and

           (ii) In the case of a  sublease  seventy-five  (75%)  percent  of any
rents, additional charges or other consideration payable under the sublease on a
per square foot basis to Tenant by the subtenant  which is in excess of the Rent
and additional  rent accruing  during the term of the sublease in respect of the
subleased  space (at the rate per  square  foot  payable  by  Tenant  hereunder)
pursuant to the terms hereof  (including,  but not limited to, sums paid for the
sale  or  rental  of  Tenant's  fixtures,  leasehold  improvements,   equipment,
furniture or other personal property, less, in the case of the sale thereof, the
then fair market value thereof, as reasonably determined by Landlord),  less all
customary  expenses  reasonably  and  actually  incurred by Tenant on account of
brokerage  commissions,  legal expenses,  tenant  improvement  allowances,  rent
credits,  advertising  costs and the cost of demising  the premises so sublet in
connection  with such sublease,  provided that Tenant shall submit to Landlord a
receipt  evidencing  the  payment of such  expenses or other proof of payment as
Landlord shall reasonably  require).  The sums paid under this subsection J (ii)
of this  Article  12  shall  be paid to  Landlord  as and  when  payable  by the
subtenant to Tenant.

        K.  Other  Transfers.  (i)  If  Tenant  is a  corporation  other  than a
corporation whose stock is listed and traded on a nationally or  internationally
recognized stock exchange (hereinafter  referred to as a "public  corporation"),
the  provisions of subsection A of this Article 12 shall apply to a transfer (by
one or more  transfers) of a majority of the stock of Tenant as if such transfer
of a majority of the stock of Tenant were an assignment of this Lease;  but said
provisions shall not apply to transactions with a corporation into or with which
Tenant is merged  or  consolidated  or to which  substantially  all of  Tenant's
assets are transferred or to which stock of Tenant is transferred, provided that
such  merger,  consolidation  or  transfer  of  assets  or  stock is for a valid
business  purpose  and not  principally  for the  purpose  of  transferring  the
leasehold  estate  created  hereby,  and provided  further,  that in any of such
events (a) the successor to Tenant has a net worth  computed in accordance  with
generally  accepted  accounting  principles  at least equal to the  tangible net
worth of Tenant immediately prior to such merger, consolidation or transfer, (b)
proof  satisfactory  to  Landlord  of such  tangible  net worth  shall have been
delivered to Landlord at least ten (10) days prior to the effective  date of any
such  transaction  and (c) the use of the Premises for the  Permitted  Use shall
remain unchanged following any such merger, consolidation or transfer of assets.
For the purposes of this Lease, the term "tangible net worth"


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shall be deemed to mean an entity's equity,  as reported in such entity's annual
financial  statements (prepared in accordance with generally accepted accounting
principles  and  audited by a "Big Five"  accounting  firm or other  independent
accounting firm reasonably  acceptable to Landlord),  less the intangible assets
of such entity,  including  but not limited to,  copyrights,  trademarks,  trade
names, licenses, patents,  franchises,  goodwill,  operating rights and deferred
financing costs.

           (ii) If Tenant is a  partnership,  the  provisions of subsection A of
this  Article  12 shall  apply to a  transfer  (by one or more  transfers)  of a
majority interest in the partnership,  as if such transfer were an assignment of
this Lease.

           (iii)  If  Tenant  is  a  subdivision,   authority,   body,   agency,
instrumentality  or other entity created and/or controlled  pursuant to the laws
of the  State of New  York or any  city,  town or  village  of such  state or of
federal government  ("Governmental  Entity"),  the provisions of subsection A of
this Article 12 shall apply to a transfer (by one or more  transfers)  of any of
Tenant's  rights to use and  occupy  the  Premises,  to any  other  Governmental
Entity, as if such transfer of the right of use and occupancy were an assignment
of this  Lease,  but said  provisions  shall not apply to a  transfer  of any of
Tenant's  rights in and to the Premises to any  Governmental  Entity which shall
replace or succeed to substantially  similar public functions,  responsibilities
and areas of  authority  as  Tenant,  provided  that in any of such  events  the
successor  Governmental  Entity  (a)  shall  utilize  the  Premises  in a manner
substantially  similar to Tenant,  and (b) shall not utilize the Premises in any
manner  which,  in  Landlord's  judgment,  would  impair the  reputation  of the
Building as a first-class office building.

           (iv) If Tenant is a sole proprietorship, the provisions of subsection
A of this Article 12 shall apply to any  assignment of the business of such sole
proprietorship.

        L.  Related  Corporation.   Notwithstanding  anything  to  the  contrary
contained herein. Tenant may, without Landlord's consent, but upon not less than
ten (10)  business  days prior notice to Landlord and  submission to Landlord of
any  information  reasonably  requested by Landlord  with respect to any related
corporation (as hereinafter defined),  permit any corporations or other business
entities (but not including Governmental Entities) which control, are controlled
by, or are under  common  control  with Tenant  (herein  referred to as "related
corporation")  to  sublet or occupy  all or part of the  Premises  or to take an
assignment  of this Lease for any of the purposes  permitted to Tenant,  subject
however  to  compliance  with  Tenant's   obligations  under  this  Lease.  Such
subletting shall not be deemed to vest in any such related corporation any right
or interest in this Lease or the Premises nor shall it relieve,  release, impair
or discharge any of Tenant's  obligations  hereunder.  For the purposes  hereof,
"control" shall be deemed to mean ownership of not less than fifty (50%) percent
of all of the voting stock or other equity  interest of such  corporation or not
less than fifty (50%) percent of all of the legal and equitable  interest in any
other business entities  (provided  however,  with respect to any sublettings or
occupancies of not more than 35,000 of the rentable  square feet of the Premises
in the aggregate to any related  corporation(s) which are principally engaged in
the  business  of  providing  financial  services,  for  the  purposes  of  this
subsection L only,  "control" shall be deemed to mean ownership of not less than
twenty-five  (25%)  percent of all of the voting stock of any such entity or not
less than twenty-five  (25%) percent of all of the legal and equitable  interest
in any other business entities.


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        M. Assumption by Assignee. Any assignment or transfer, whether made with
Landlord's  consent  pursuant  to  subsection  A of this  Article  12 or without
Landlord's  consent  pursuant to  subsection K of this Article 12, 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 from and after the effective  date of such  assignment
and agree to be bound by all of the terms, conditions,  covenants and provisions
hereof  on the part of  Tenant to be  performed  or  observed  and  whereby  the
assignee  shall agree that the  provisions  in  subsection  A of this Article 12
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
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 Rent and additional  rent and for the other  obligations of this Lease on
the part of Tenant to be performed or observed.

        N.  Liability of Tenant.  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,  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,  provided  Tenant's  liability  hereunder
shall not be increased by reason thereof.

        O. Listings.  The listing of any name other than that of Tenant, whether
on the doors of the Premises or the Building directory, or otherwise,  shall not
operate  to vest any right or  interest  in this Lease or in the  Premises,  nor
shall it be deemed to be the consent of Landlord to any  assignment  or transfer
of this Lease or to any  sublease  of the  Premises  or to the use or  occupancy
thereof by others.  Any such listing  shall  constitute a privilege  extended by
Landlord, revocable at Landlords will by notice to Tenant.

        P.  Re-entry  by  Landlord.  If  Landlord  shall  recover  or come  into
possession of the Premises  before the date herein fixed for the  termination of
this Lease as a result of a default by Tenant under this Lease or a surrender of
the Premises by mutual agreement.  Landlord shall have the right, at its option,
to take  over  Tenant's  interest  as  sublessor  in any and  all  subleases  or
sublettings of the Premises or any part thereof made by Tenant and to succeed to
all the rights of said subleases and sublettings or such of them as it may elect
to take over.  Tenant hereby expressly assigns and transfers to Landlord such of
Tenant's  interest as sublessor in the subleases and sublettings as Landlord may
elect to take over at the time of such recovery of possession,  such  assignment
and transfer not to be effective until the termination of this Lease or re-entry
by Landlord  hereunder or if Landlord shall otherwise succeed to Tenant's estate
in the Premises,  at which time Tenant shall upon request of Landlord,  execute,
acknowledge  and deliver to Landlord such further  instruments of assignment and
transfer as may be necessary to vest in Landlord the then existing subleases and
subletting.  Every  subletting  hereunder is subject to the condition and by its
acceptance  of and entry into a sublease,  each  subtenant  thereunder  shall be
deemed  conclusively  to have thereby  agreed from and after the  termination of
this Lease or re-entry by Landlord  hereunder of or if Landlord shall  otherwise
succeed to Tenant's estate in the


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Premises,  that such subtenant shall waive any right to surrender  possession or
to terminate the sublease and, at Landlord's  election,  such subtenant shall be
bound to Landlord for the balance of the term of such  sublease and shall attorn
to and  recognize  Landlord,  as its landlord,  under all of the then  executory
terms of such  sublease,  except that  Landlord  shall not (i) be liable for any
previous  act,  omission or negligence  of Tenant under such  sublease,  (ii) be
subject to any  counterclaim,  defense or offset not  expressly  provided for in
such sublease, which theretofore accrued to such subtenant against Tenant, (iii)
be bound by any previous  modification  or amendment of such  sublease or by any
previous  prepayment of more than one (1) month's rent and additional rent which
shall be payable as provided in the  sublease,  (iv) be  obligated to repair the
subleased  space or the Building or any part  thereof,  in the event of total or
substantial  total damage beyond such repair as can  reasonably be  accomplished
from the net proceeds of insurance  actually made available to Landlord,  (v) be
obligated to repair the subleased space or the Building or any part thereof,  in
the event of  partial  condemnation  beyond  such  repair as can  reasonably  be
accomplished  from the net  proceeds of any award  actually  made  available  to
Landlord as consequential  damages  allocable to the part of the subleased space
or the  Building  not  taken or (vi) be  obligated  to  perform  any work in the
subleased  space  of the  Building  or to  prepare  them  for  occupancy  beyond
Landlord's  obligations  under this Lease,  and the subtenant  shall execute and
deliver to Landlord any instruments  Landlord may reasonably request to evidence
and confirm  such  attornment.  Each  subtenant  or licensee of Tenant  shall be
deemed  automatically upon and as a condition of occupying or using the Premises
or any part thereof,  to have given a waiver of the type described in and to the
extent and upon the conditions set forth in this Article 12.

13.     CONDITION OF THE PREMISES.

        A. Acceptance by Tenant.  Tenant has examined the Premises and agrees to
accept  possession  of the Premises in the  condition  and state of repair which
shall exist on the date hereof "as is", and further  agrees that Landlord  shall
have no  obligation  to perform any work or make any  installations  in order to
prepare the Premises for Tenant's  occupancy  (provided that Landlord  agrees to
deliver  possession  of the  Eleventh  Floor  vacant,  except for the "FF&E" (as
hereinafter  defined)  being  purchased  by  Tenant  from  the  existing  tenant
therein). The taking of possession of the Premises by Tenant shall be conclusive
evidence as against Tenant that, at the time such  possession was so taken,  the
Premises and the Building were in good and satisfactory condition.

        B. Tenant's  Initial  Alteration.  Tenant  agrees,  at its sole cost and
expense,  to perform,  or to cause contractors  approved by Landlord to perform,
Alterations to the Tenth Floor Space as more particularly  described in Schedule
B annexed  hereto,  in  accordance  with the terms,  conditions  and  provisions
thereof,  and in  accordance  with all other terms,  conditions  and  provisions
contained  in this  Lease,  including,  without  limitation.  Schedules  C and D
annexed hereto. All of the terms,  covenants and conditions of Schedules C and D
are incorporated in this Lease as if fully set forth at length herein.

14.     ACCESS TO PREMISES.

        A. Access by Landlord.  Tenant shall permit Landlord,  Landlord's agents
and public utilities servicing the Building to erect, use, maintain and replace,
concealed ducts, pipes and


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conduits in and through the Premises. To the extent reasonably practicable,  any
pipes,  ducts or conduits  installed in or through the Premises pursuant to this
Article 14 shall be concealed behind,  beneath or within partitioning,  columns,
ceilings  or  floors  located  or to  be  located  in  the  Premises.  Landlord,
Landlord's agents and/or  affiliates,  and the holder of any Mortgage shall each
have the right to enter the  Premises at all  reasonable  times upon  reasonable
prior notice (other than in event of an emergency),  which notice may be oral or
by telephone and accompanied by a representative  of Tenant at Tenant's request,
to (i) examine the same, (ii) to show them to prospective purchasers, mortgagees
or  lessees  of the  Building  or space  therein,  (iii) to make  such  repairs,
replacements,  alterations,  improvements  or  additions  as  Landlord  may deem
necessary to the Premises or to make such  decorations,  repairs,  replacements,
alterations,  improvements  or  additions  as  Landlord  may deem  necessary  or
desirable to any other  portion of the  Building or which  Landlord may elect to
perform  following  Tenant's  failure to make  repairs or perform any work which
Tenant is  obligated  to  perform  under  this  Lease,  (iv) for the  purpose of
complying with laws, regulations or other requirements of government authorities
and (vi) to perform  "Remedial Work" (as defined in Article 40 hereof) after the
failure  of  Tenant to  perform  the same in  accordance  with the terms of this
Lease.  Landlord shall be allowed,  during the progress of any work in and about
the  Premises,  to take all necessary  material and equipment  into and upon the
Premises  and to  temporarily  store them within the  Premises  without the same
constituting an eviction or constructive  eviction of Tenant in whole or in part
and  the  Rent  shall  in  no  wise  abate  while  any   decorations,   repairs,
replacements,  alterations,  improvements or additions are being made, by reason
of loss or interruption of business of Tenant, or otherwise. Except in the event
of an  emergency  or where such entry is  required by law,  Landlord's  right of
entry shall be exercised  following  reasonable advance notice to Tenant,  which
notice may be telephonic.  Landlord  agrees that while  exercising such right of
entry or making such repairs, replacements or improvements,  other than repairs,
replacements or  improvements  performed by Landlord as a result of a default by
Tenant in the observance or performance of its obligations  hereunder,  Landlord
shall use  reasonable  efforts to avoid  interfering  with Tenant's  business or
disrupting  the same,  provided that Landlord  shall in no event be obligated to
employ labor at overtime or premium rates.  During the one (1) year prior to the
Expiration Date or the expiration of any renewal or extended term,  Landlord may
exhibit the Premises to prospective  tenants thereof at all reasonable  times on
business  days (or at other times with  Tenant's  prior  consent,  which consent
shall not be unreasonably withheld,  delayed or conditioned),  which entry shall
be done in a manner intended to avoid  unreasonable  interference  with Tenant's
business  operations.  If, during the last month of the Term,  Tenant shall have
removed all or substantially  all of Tenant's property  therefrom,  Landlord may
immediately  enter and alter,  renovate and  redecorate  the  Premises,  without
elimination  or  abatement  of Rent,  or  incurring  liability to Tenant for any
compensation,  and such acts  shall  not be  deemed  an  actual or  constructive
eviction  and shall  have no  effect  upon this  Lease.  If Tenant  shall not be
personally  present to open and permit an entry into the Premises,  at any time,
when  for any  reason  an  entry  therein  shall  be  permissible,  Landlord  or
Landlord's  agents may enter the same by a master key, or in an  emergency  only
may forcibly enter the same,  without  rendering  Landlord or such agents liable
therefor  (if during  such entry  Landlord or  Landlord's  agents  shall  accord
reasonable care to Tenant's  property),  and without in any manner affecting the
obligations  and covenants of this Lease.  Nothing  herein  contained,  however,
shall  be  deemed  or  construed  to  impose  upon   Landlord  any   obligation,
responsibility or liability whatsoever,  for the care,  supervision or repair of
the Building or any part thereof,  other than as herein provided. Any entry upon
the Premises by Landlord or its


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agents  pursuant to this  Article 14 shall be  effected in a manner  intended to
minimize  interference  with the  conduct of Tenant's  business in the  Premises
(without any requirement  that Landlord  utilize  overtime or premium-pay  labor
unless Tenant pays for such overtime or premium-pay costs in advance).

        B. Other Landlord Privileges. Landlord shall have the right at any time,
without the same  constituting  an actual or  constructive  eviction and without
incurring any liability to Tenant  therefor,  to change the  arrangement  and/or
location of entrances or passageways, doors and doorways, corridors,  elevators,
stairs,  toilets or other  public  parts of the Building and to change the name,
number or  designation  by which  the  Building  is  commonly  known.  Except as
otherwise set forth herein,  including,  without  limitation,  the provisions of
Article 4 and  Schedule E hereof,  Tenant  acknowledges  that  Landlord may (but
shall  have  no  obligation  to)  perform  repairs,  maintenance,  improvements,
alterations and/or substantial renovation work in and to the public parts of the
Building and the mechanical and other systems  serving the Building  (which work
may include repairs,  maintenance,  improvements and/or alterations to the lobby
and facade of the Building, which may require that scaffolding and/or a sidewalk
bridge be placed in front of the Building,  and the  replacement of the building
exterior facade and window glass,  requiring  access to the same from within the
Premises).  Except as otherwise expressly set forth herein,  including,  without
limitation,  the provisions of Article 10 and 29(i) hereof, Landlord shall incur
no liability to Tenant, nor shall Tenant be entitled to any abatement of Rent on
account of any noise, vibration or other disturbance to Tenant's business at the
Premises  (provided that Tenant is not denied access  thereto) which shall arise
out of the  performance  by Landlord or other tenants of the aforesaid  repairs,
maintenance,  alterations, additions, improvements,  alterations and renovations
of the Building or any part thereof and Tenant hereby agrees to release Landlord
of and from any claims (including without  limitation,  claims arising by reason
of loss or interruption of business) of every kind and nature whatsoever arising
under or in connection  therewith.  Tenant understands and agrees that all parts
(except surfaces facing the interior of the Premises) of all walls,  windows and
doors bounding the Premises  (including  exterior  Building walls, core corridor
walls, doors and entrances),  all balconies,  terraces and roofs adjacent to the
Premises,  all space in or adjacent  to the  Premises  used for shafts,  stacks,
stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air-conditioning,
plumbing and other  mechanical  facilities,  service  closets and other Building
facilities  are not  part of the  Premises,  and  Landlord  shall  have  the use
thereof,  as well as access  thereto  through the  Premises  for the purposes of
operation,  maintenance,  alteration and repair. Landlord,  throughout the Term,
shall have free  access to any and all  mechanical  installations  of  Landlord,
including but not limited to air-conditioning,  fan, ventilating,  machine rooms
and electrical closets.

15.     CERTIFICATE OF OCCUPANCY. Tenant shall not at any time use or occupy the
Premises in violation of the  certificate  of occupancy  (if any) issued for the
Premises or for the Building and in the event that any department of the City or
State of New York shall  hereafter at any time contend and/or declare by notice,
violation,  order or in any other manner  whatsoever  that the Premises are used
for a purpose which is a violation of such  certificate of occupancy  whether or
not such use shall be a Permitted Use, Tenant shall,  upon five (5) days written
notice from Landlord,  immediately discontinue such use of the Premises. Failure
by Tenant to  discontinue  such use after  such  notice  shall be  considered  a
default in the  fulfillment  of a covenant of this Lease and Landlord shall have
the right to terminate  this Lease  immediately,  and in addition  thereto shall
have the right to exercise any and all rights and privileges and remedies


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given to  Landlord  by and  pursuant  to the  provisions  of  Articles 17 and 18
hereof.  Landlord hereby represents to Tenant that as of the date hereof,  there
is no  certificate  of occupancy  issued for the Premises or for the Building by
The City or State of New York.  Landlord hereby represents to Tenant that, as of
the date hereof, Tenant may lawfully use and occupy the Premises for office use;
provided  however,  in the event the foregoing  representation is inaccurate and
any governmental  agency having  jurisdiction  over the Premises or the Building
requires  Tenant to cease using the Premises for office use,  Tenant may, as its
sole and  exclusive  remedy,  vacate  the  Premises  in the  condition  required
hereunder  and, upon five (5) business days notice to Landlord,  terminate  this
Lease and the term and the estate hereby granted,  whereupon this Lease shall be
deemed null and void and of no further  force or effect and the  parties  hereto
shall  have no further  rights or  obligations  hereunder,  except  those  which
expressly survive the Term hereof.

16.     LANDLORD'S LIABILITY. The obligations of Landlord under this Lease shall
not be binding upon Landlord named herein after the sale, conveyance, assignment
or transfer by such Landlord (or upon any  subsequent  landlord  after the sale,
conveyance,  assignment or transfer by such subsequent landlord) of its interest
in the  Building  or the Real  Property,  as the case may be, in  respect of the
period  thereafter  occurring  and in the  event of any such  sale,  conveyance,
assignment  or  transfer,  Landlord  shall be and hereby is  entirely  freed and
relieved of all covenants and obligations of Landlord hereunder thereafter to be
performed,  and it shall be  deemed  and  construed  without  further  agreement
between the parties or their successors in interest,  or between the parties and
the  purchaser,  grantee,  assignee  or other  transferee  that such  purchaser,
grantee,  assignee or other  transferee  has assumed and agreed to carry out any
and  all  covenants  and   obligations  of  Landlord   hereunder.   Neither  the
shareholders,  members,  directors  or  officers of  Landlord,  if Landlord is a
corporation,  nor the partners comprising Landlord (nor any of the shareholders,
members,  directors or officers of such partners),  if Landlord is a partnership
(collectively, the "Parties"), shall be liable for the performance of Landlord's
obligations  under this Lease.  Tenant  shall look solely to Landlord to enforce
Landlord's  obligations  hereunder and shall not seek any damages against any of
the Parties.  The liability of Landlord for  Landlord's  obligations  under this
Lease  shall not  exceed  and shall be limited  to  Landlord's  interest  in the
Building and the Real  Property and Tenant shall not look to or attach any other
property or assets of  Landlord or the  property or assets of any of the Parties
in  seeking  either to  enforce  Landlord's  obligations  under this Lease or to
satisfy a judgment  for  Landlords  failure to perform such  obligations.  In no
event shall  Landlord (or any of the officers,  trustees,  directors,  partners,
beneficiaries,  joint ventures,  members,  stockholders  or other  principals or
representatives and the like, disclosed or undisclosed,  thereof) ever be liable
for incidental or consequential damages.

17.     DEFAULT.

        A.  Events of  Default.  Upon the  occurrence  of any one or more of the
following  events  (referred to as "Events of  Default") at anytime  prior to or
during the Term:

           (i)  if  Tenant  shall  default  in  the  payment  when  due  of  any
installment of Rent or in the payment when due of any additional  rent, and such
default  shall  continue for a period of seven (7) business days after notice by
Landlord to Tenant of such default; or


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           (ii) if Tenant shall default in the  observance or performance of any
term,  covenant or  condition  of this Lease on Tenant's  part to be observed or
performed (other than the covenants for the payment of Rent and additional rent)
and Tenant  shall fail to remedy  such  default  within  thirty  (30) days after
notice by Landlord to Tenant of such  default,  or if such  default is of such a
nature that it cannot be completely  remedied  within said period of thirty (30)
days and Tenant  shall not commence  within said period of thirty (30) days,  or
shall not thereafter  diligently  prosecute to completion all steps necessary to
remedy such default; or

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

           (iv) if the Premises  shall become  abandoned or if Tenant shall fail
to take  possession of the Premises  within one hundred  eighty (180) days after
the Commencement Date; or

           (v) if Tenant's  interest in this Lease shall devolve upon or pass to
any person, whether by operation of law or otherwise, except as may be expressly
permitted under Article 12 hereof; or

           (vi)  if  Tenant  shall  commence  any  action  in  any  court  for a
liquidation,  dissolution  or  similar  relief  under the  present or any future
statute or law other than the  Bankruptcy  Code (as  hereinafter  defined)  or a
successor bankruptcy statute of like import; or

           (vii) if Tenant  makes an  assignment  for the benefit of  creditors;
than Landlord, at any time thereafter,  at Landlord's option, may give to Tenant
a five (5) days  notice of  termination  of this  Lease  and,  in the event such
notice  is  given,  this  Lease  and the Term  shall  come to an end and  expire
(whether or not the Term shall have  commenced) upon the expiration of said five
(5) days with the same effect as if the date of expiration of said five (5) days
were the Expiration Date, but Tenant shall remain liable for damages as provided
in Article 18 hereof.

        B. Bankruptcy.

           (i) For purposes of this Article 17; (a) "trustee"  means Tenant,  or
Tenant as  debtor-in-possession,  or the trustee for Tenant, as the case may be;
and (b) "adequate  assurance"  means  sufficient  unencumbered  assets after the
payment  of all  secured  obligations  and  administrative  expenses  to  assure
Landlord that, for the balance of the Term of this Lease,  Tenant's  obligations
under this Lease shall be observed, performed and fulfilled.

           (ii) In the event Tenant shall become a debtor under Chapter 7 of the
federal  Bankruptcy  Code,  as the same may be  amended  or under any  successor
statute thereto (the "Bankruptcy  Code"),  and the trustee shall elect to assume
this Lease for the balance of the Term hereof or for the purpose of  assignment,
such election and assignment may only be made if all of the terms and conditions
of clause (iv) of this  subsection  B of this Article 17 are  satisfied.  If the
Chapter 7 trustee  fails to elect to assume  this Lease  within  sixty (60) days
after  the  filing  of the  petition,  this  Lease  shall be deemed to have been
rejected and canceled,  and Landlord shall


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thereupon be immediately  entitled to possession of the Premises without further
obligation to the trustee.

           (iii) If a petition  for  reorganization  or  adjustment  of debts is
filed by or concerning  Tenant under Chapter 11 or 13 of the Bankruptcy Code, or
a proceeding is filed under Chapter 7 of the Bankruptcy Code and is converted to
Chapter 11 or 13, the  trustee  shall be  required to elect to assume this Lease
within  seventy-five (75) days from the date of the filing of the petition under
Chapter 11 or 1 3, or the trustee  shall be deemed to have  rejected this Lease,
the Lease shall be deemed canceled,  and Landlord shall thereupon be immediately
entitled  to  possession  of the  Premises  without  further  obligation  to the
trustee.

           (iv) Whether  under  Chapter 7, 11 or 13 of the  Bankruptcy  Code, no
election to assume this Lease by the trustee  shall be effective  unless each of
the following conditions have been satisfied:

           (a) The trustee,  if it is assuming this Lease for the balance of the
Term hereof, or the assignee of this Lease after assumption, as the case may be,
has submitted a current financial statement audited by an independent  certified
public  accountant  demonstrating  a net worth and  working  capital  in amounts
reasonably sufficient to provide adequate assurance;

           (b) The trustee,  if it is assuming this Lease for the balance of the
Term hereof, or the assignee of this Lease after assumption, as the case may be,
has delivered to Landlord guarantees of payment in form and substance reasonably
satisfactory  to  Landlord  from  one or more  persons  who  satisfy  Landlord's
standards of creditworthiness;

           (c) All  pre-petition  Rent,  additional rent and other charges which
are then due and payable have been paid;

           (d) All administrative rent has been paid;

           (e) The  trustee,  if it  assuming  this Lease for the balance of the
Term hereof, or the assignee of this Lease after assumption, as the case may be,
covenants in writing to cure all  non-monetary  Events of Default  within thirty
(30) days after  assumption (or if any such Event Default is not  susceptible to
cure within such thirty (30) day period,  the trustee or the assignee  covenants
in writing to  commence  such cure  within  such  thirty  (30) day period and to
thereafter  prosecute to completion all steps  necessary to remedy the default);
and

           (f) An amount  equal to the sum of three (3) months Rent then payable
hereunder has been deposited with Landlord as an additional security deposit, to
be held pursuant to Article 32 hereof.

           (v) During the pendency of a bankruptcy  case,  in no event shall the
amount  required to be paid for  administrative  rent or use and occupancy be an
amount less than the sum required to be paid pursuant to the  provisions of this
Lease for Rent, additional rent and all other charges.


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        (vi) Nothing set forth in this Article 17 shall either be  considered or
construed  to limit the  amount of  damages  recoverable  by  Landlord  from the
trustee under the Bankruptcy Code.

        (vii) If, at any time,  (a) Tenant shall be comprised of two (2) or more
persons, or (b) Tenant's obligations under this Lease shall have been guaranteed
by any person  other then Tenant,  or (c) Tenant's  interest in this Lease shall
have been assigned,  the word "Tenant",  as used in this  subsection B, shall be
deemed to mean any one or more of the persons  primarily or  secondarily  liable
for Tenant's obligations under this Lease.

        C. Conditional Limitation. Nothing contained in this Article 17 shall be
deemed to require  Landlord to give the notices herein provided for prior to the
commencement of a summary proceeding for non-payment of rent or a plenary action
for  recovery of rent on account of any  default in the payment of the same,  it
being  intended  that  such  notices  are for the sole  purpose  of  creating  a
conditional  limitation  hereunder  pursuant to which this Lease shall terminate
and if Tenant thereafter  remains in possession after such  termination,  Tenant
shall do so as a tenant holding over without the consent of Landlord.

18.     REMEDIES AND DAMAGES.

        A. Landlord's Remedies.

           (i) Upon the  termination of this Lease in the manner provided for in
Section A of Article 17 hereof,  or upon the  termination  of this Lease for any
other reason  whatsoever,  then, in any of such events, in addition to all other
remedies provided for herein or available as a matter of law:

           (a) Landlord and its agents and Servants may  immediately,  or at any
time  after  such  default  or after the date upon which this Lease and the Term
shall  expire and come to an end,  re-enter  the  Premises or any part  thereof,
either (i) dispossess  Tenant and any other persons from the Premises and remove
any and all of their  property  and effects  from the  Premises  (without  being
liable to  indictment,  prosecution  or  damages  therefor)  or (ii) by  summary
proceedings  or by any other  applicable  action or  proceeding  and  dispossess
Tenant and any other  persons  from the Premises and remove any and all of their
property and effects from the Premises,  and in all  instances,  take and retain
possession  of the  Premises  as if this Lease had not been made.  To the extent
permitted by law, Tenant hereby waives the service of any notice of intention to
re-enter or to institute legal proceedings for any reason whatsoever; and

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


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Landlord's option, may make such repairs, replacements,  alterations, additions,
improvements,  decorations and other physical  changes in and to the Premises as
Landlord, in its sole discretion, considers advisable or necessary in connection
with any such reletting or proposed  reletting,  without relieving Tenant of any
liability under this Lease or otherwise affecting any such liability.

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

        B. Damages.

           (i) If this  Lease and the Term  shall  expire and come to an end for
any reason whatsoever,  or if Landlord shall re-enter the Premises, then, in any
of said events:

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

           (b) Tenant  also shall be liable  for and shall pay to  Landlord,  as
damages, any deficiency (referred to as "Deficiency")  between the Rent reserved
in this  Lease  for the  period  which  otherwise  would  have  constituted  the
unexpired  portion of the Term and the net amount,  if any,  of rents  collected
under any reletting  effected  pursuant to the provisions of subsection  A(i) of
this  Article 18 for any part of such  period  (first  deducting  from the rents
collected under any such reletting all of Landlord's expenses in connection with
the termination of this Lease, or Landlord's re-entry upon the Premises and with
such reletting including,  but not limited to, all repossession costs, brokerage
commissions,  advertising,  legal expenses,  attorneys' fees and  disbursements,
alteration  costs  and  other  expenses  of  preparing  the  Premises  for  such
reletting);  any such Deficiency shall be paid in monthly installments by Tenant
on the days  specified  in this  Lease  for  payment  of  installments  of Rent,
Landlord shall be entitled to recover from Tenant each monthly Deficiency as the
same shall arise,  and no suit to collect the amount of the  Deficiency  for any
month  shall  prejudice  Landlord's  right to  collect  the  Deficiency  for any
subsequent month by a similar proceeding; and


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           (c)  whether  or  not  Landlord  shall  have  collected  any  monthly
Deficiencies  as aforesaid,  Landlord  shall be entitled to recover from Tenant,
and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiencies
as and for liquidated and agreed final damages, a sum equal to the present value
discounted  a rate of six (6%) percent per annum of the amount by which the Rent
reserved in this Lease for the period which otherwise would have constituted the
unexpired  portion of the Term exceeds the then fair and reasonable rental value
of the Premises for the same period,  less the aggregate  amount of Deficiencies
theretofore  collected  by Landlord  pursuant to the  provisions  of  subsection
B(1)(b) of this Article 18 for the same period; if, before presentation of proof
of such liquidated damages to any court,  commission or tribunal,  the Premises,
or any part  thereof,  shall have been relet by  Landlord  for the period  which
otherwise would have constituted the unexpired  portion of the Term, or any part
thereof,  the amount of rent reserved upon such reletting shall be deemed, prima
facie,  to be the fair and reasonable  rental value for the part or the whole of
the Premises so relet during the term of the reletting.

           (ii) If the Premises,  or any part thereof,  shall be relet  together
with other space in the Building, the rents collected or reserved under any such
reletting and the expenses of any such reletting shall be equitably  apportioned
for the purposes of this  subsection  B. Tenant shall in no event be entitled to
any rents  collected or payable under any  reletting,  whether or not such rents
shall  exceed the Rent  reserved in this Lease.  Solely for the purposes of this
Article,  the term "Rent" as used in  subsection  B(i) of this  Article 18 shall
mean the Rent in effect  immediately prior to the date upon which this Lease and
the Term shall have expired and come to an end, or the date of re-entry upon the
Premises by  Landlord,  as the case may be,  adjusted to reflect any increase or
decrease pursuant to the provisions of Article 28 hereof for the Comparison Year
(as  defined in said  Article 28)  immediately  preceding  such  event.  Nothing
contained  in Article 17 or this Article 18 shall be deemed to limit or preclude
the  recovery  by  Landlord  from  Tenant of the  maximum  amount  allowed to be
obtained  as damages by any statute or rule of law, or of any sums or damages to
which  Landlord  may be  entitled  in  addition  to the  damages  set  forth  in
subsection B(i) of this Article 18.

        C. Legal Fees.

           (i) Tenant hereby agrees to pay, as additional  rent,  all reasonable
attorneys'  fees and  disbursements  land all other  court  Costs or expenses of
legal  proceedings)  which  Landlord  may incur or pay out by  reason  of, or in
connection with:

           (a) any action or proceeding by Landlord to terminate this Lease;

           (b) any default by Tenant in the  observance  or  performance  of any
obligation under this Lease  (including,  but not limited to, matters  involving
payment of rent and additional rent, computation of escalations,  alterations or
other  Tenant's  work and  subletting  or  assignment),  whether or not Landlord
commences any action or proceeding  against Tenant  (including,  but not limited
to, any arbitration proceeding); and

           (c) any action or proceeding  brought by Tenant against  Landlord for
any officer,  partner or employee of Landlord) in which Tenant fails to secure a
final unappealable judgment against Landlord.


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           (ii) Tenant's obligations under this subsection C of Article 18 shall
survive the  expiration  of the Term hereof or any earlier  termination  of this
Lease.  This  provision  is  intended  to  supplement  (and not to limit)  other
provisions of this Lease pertaining to indemnities and/or attorneys' fees.

        D. Additional  Landlord Remedies.  Tenant hereby acknowledges and agrees
that in the event this Lease and the Term hereof shall expire and come to an end
for any  reason,  Tenant  shall be liable for an amount  equal to the sum of the
unamortized  portion of any  brokerage  commissions  or fees paid by Landlord in
connection with this Lease (amortized on a straight-line  basis over the Term of
this Lease),  which sum shall be immediately due and payable by Tenant on demand
by Landlord and deemed to be additional  rent  hereunder,  unless such amount is
recovered by Landlord by operation of the other provisions of this Article 18.

19.     FEES AND EXPENSES.

        A. Curing Tenant's  Defaults.  If Tenant shall default in the observance
or  performance  of any term or  covenant  on  Tenant's  part to be  observed or
performed under or by virtue of any of the terms or provisions in any Article of
this Lease,  after the giving of notice (if required) and upon the expiration of
any applicable  grace period (except in an emergency),  Landlord may immediately
or at any time  thereafter  and without  further notice perform the same for the
account of Tenant.  If Landlord makes any expenditures or incurs any obligations
for the payment of money in  connection  with any such  default by Tenant or the
cure  thereof  including,  but not  limited  to,  any  damages  or  fines or any
reasonable  attorneys' fees and  disbursements  in  instituting,  prosecuting or
defending any action or proceeding,  such sums paid or obligations incurred with
interest and costs shall be deemed to be additional  rent hereunder and shall be
paid by Tenant to  Landlord  within  ten (10) days of  rendition  of any bill or
statement to Tenant therefor.  If the Term hereof shall have expired at the time
Landlord sustains or incurs such expenditures, such sums shall be recoverable by
Landlord, as damages.

        B.  Late  Charges.  If  Tenant  shall  fail to make  payment  of (i) any
installment of Rent or any additional  rent or (ii) any other sum of money which
shall become due and payable by Tenant to Landlord pursuant to the terms of this
Lease  within ten (10) days after the date when such payment or  Installment  Is
due,  Tenant shall pay to Landlord,  in addition to such  installment of Rent or
additional  rent or other sum, as the case may be, (x) a late payment  charge of
Five Hundred and 00/100 ($500.00) Dollars and (y) interest on the amount overdue
at a rate of fifteen  (15%)  percent  per annum (or, if less,  the maximum  rate
permitted by applicable  law),  of the amount  unpaid  computed from the date on
which such  installment or payment is due to the date of payment thereof (but in
no event  shall such  interest  be  calculated  and payable for less than a full
calendar month), and such late payment charge and interest shall be deemed to be
additional  rent.  Tenant  acknowledges  and agrees  that,  except as  otherwise
expressly  provided  herein,  if Tenant fails to dispute any item of  additional
rent  within  ninety (90) days of receipt of a bill or notice  therefor,  Tenant
shall be deemed to have waived its right to dispute the same.

20.     NO REPRESENTATIONS BY LANDLORD.  Landlord or Landlord's agents have made
no representations or promises with respect to the Building,  the Real Property,
the  Premises,  Taxes (as  defined in Article 28 hereof) or any other  matter or
thing affecting or related to the


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Premises,  except as herein  expressly  set forth and no  rights,  easements  or
licenses are acquired by Tenant by implication or otherwise  except as expressly
set forth herein.

21.     END OF TERM.

        A. Surrender of Premises.  Upon the  expiration or other  termination of
the Term, Tenant shall quit and surrender to Landlord the Premises, broom clean,
in good order and condition,  ordinary wear and tear and damage for which Tenant
is not  responsible  under the terms of this Lease  excepted,  and Tenant  shall
remove all Alterations and property to the extent required pursuant to Article 3
hereof.  Tenant's  obligation to observe or perform this covenant  shall survive
the expiration or sooner termination of the Term, if the last day of the Term or
any renewal  thereof  falls on Saturday or Sunday this Lease shall expire on the
business day immediately preceding.

        B. Holdover by Tenant.  The parties  recognize and agree that the damage
to Landlord resulting from any failure by Tenant to timely surrender  possession
of the Premises as aforesaid will be substantial,  will exceed the amount of the
monthly  installments of the Rent  theretofore  payable  hereunder,  and will be
impossible to accurately measure.  Tenant therefore agrees that if possession of
the Premises is not surrendered to Landlord within  twenty-four (24) hours after
the Expiration Date or sooner  termination of the Term, in addition to any other
rights or remedy  Landlord  may have  hereunder  or at law,  Tenant shall pay to
Landlord  for each month and for each  portion of any month  during which Tenant
holds over in the Premises  after the Expiration  Date or sooner  termination of
this Lease,  a sum equal to one and one half (l 1/2) times the aggregate of that
portion of the Rent and the  additional  rent which was payable under this Lease
during the last month of the Term (the Last  Month's  Rent") for the first (1st)
month or portion,  thereof  that  Tenant  holds  over,  (ii) two hundred  (200%)
percent of the Last Month's  Rent for the second (2nd) month or portion  thereof
during which  Tenant  continues to  hold-over  and (iii)) three  hundred  (300%)
percent of the Last Month's Rent for the third (3rd) and each succeeding  month,
or portions  thereof,  during which Tenant continues to hold-over  following the
Expiration Date or earlier  termination of this Lease.  Nothing herein contained
shall be deemed to permit Tenant to retain  possession of the Premises after the
Expiration  Date or  sooner  termination  of this  Lease  and no  acceptance  by
Landlord of payments from Tenant after the Expiration Date or sooner termination
of the Term shall be deemed to be other than on account of the amount to be paid
by Tenant in accordance with the provisions of this Article 21, which provisions
shall survive the Expiration Date or sooner termination of this Lease, if Tenant
shall hold-over or remain in possession of any portion of the Premises more than
ninety (90) .days  beyond the  Expiration  Date or earlier  termination  of this
Lease,  notwithstanding  the acceptance of any Rent and additional  rent paid by
Tenant pursuant to the preceding provisions. Tenant shall be subject not only to
summary  proceeding  and all damages  related  thereto,  but also to any damages
arising out of lost opportunities  (and/or new leases) by Landlord to re-let the
Premises  (or any part  thereof).  All  damages  to  Landlord  by reason of such
holding  over by Tenant may be the subject of a separate  action and need not be
asserted by Landlord in any summary proceedings against Tenant.

22.     QUIET  ENJOYMENT.  Landlord  covenants and agrees with Tenant that so as
long as this  Lease is in full  force and  effect  and  Tenant is not in default
hereunder, Tenant may


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peaceably and quietly enjoy the Premises,  subject,  nevertheless,  to the terms
and  conditions of this Lease  including,  but not limited to, Article 16 hereof
and to all Mortgages.

23.     FAILURE TO GIVE  POSSESSION.  Tenant  hereby  acknowledges  that (i) the
Second Floor and the Mezzanine are currently  subject to a lease with  iVillage,
Inc.  the present  tenant  thereof and (ii) the  Eleventh  Floor and Tenth Floor
Space  are  currently   subject  to  a  lease  with   Predictive   Systems  Inc.
("Predictive"),  the present tenant  thereof.  Tenant further  acknowledges  and
agrees  that  Landlord's  obligation  to lease  and  deliver  possession  of the
Premises, and each portion thereof, to Tenant is subject to and conditioned upon
Landlord  entering into a written surrender  agreements with iVillage,  Inc. and
with Predictive  pursuant to each of which agreement,  among other things,  each
portion of the  Premises is to be  surrendered  to Landlord.  Tenant  waives any
right to rescind this Lease under  Section  223-a of the New York Real  Property
Law or any successor  statute of similar import then in force and further waives
the right to recover any damages  which may result  from  Landlord's  failure to
deliver  possession  of the  Premises  or any  portion  thereof  for any  reason
whatsoever, including, but not limited to, the failure of the present tenants of
the Premises to vacate and surrender  the Premises to Landlord.  Notwithstanding
the foregoing to the contrary,  Landlord hereby agrees to deliver  possession of
the Second Floor and Mezzanine to Tenant on the  Commencement  Date. It Landlord
shall be unable to give  possession of all or any portion of the  Premises,  and
provided Tenant is not responsible  for such inability to give  possession,  the
Rent reserved and  covenanted  to be paid herein for (and all of Tenant's  other
obligations  and  liabilities  hereunder  with  respect  to) any  portion of the
Premises that Landlord  fails to deliver  possession of shall not commence until
the  possession of such portion of the Premises is given to Tenant,  and no such
failure to give possession shall in any way affect the validity of this Lease or
the  obligations  of Tenant  hereunder  or give rise to any claim for damages by
Tenant or claim for  rescission of this Lease.  If permission is given to Tenant
to enter into the  possession of the Premises or to occupy  premises  other than
the Premises prior to the  Commencement  Date,  tenant covenants and agrees that
such occupancy shall be deemed to be under all the terms, covenants,  conditions
and provisions of this Lease including the covenant to pay Rent. Notwithstanding
anything  contained in this Lease to the  contrary,  in the event the  surrender
agreement  between  Landlord  and  Predictive  is  not  mutually  delivered  and
unconditionally  delivered  by the  parties  thereto on or before  5:00 P.M.  on
Thursday,  September  27,  2001  (which  surrender  agreement  provides  for the
delivery of possession  of the Eleventh  Floor and Tenth Floor Space to Landlord
free of any other tenancies or other  occupancies or occupants),  Tenant may, at
any time prior to Landlord  notifying  Tenant that such surrender  agreement has
been mutually executed and delivered, elect to terminate this Lease by notice to
Landlord  delivered by facsimile and by certified  mail  whereupon  Tenant shall
immediately  vacate the Premises and deliver  possession  thereof to Landlord in
accordance with the terms hereof, in which event this Lease shall be deemed null
and void and of no further force or effect, and the parties hereto shall have no
further rights or obligations  hereunder,  except those which expressly  survive
the Term hereof.

24.     NO WAIVER.

        A. No Extension of Term. If there be any agreement  between Landlord and
Tenant providing for the  cancellation of this Lease upon certain  provisions or
contingencies  and/or an agreement for the renewal  hereof at the  expiration of
the Term,  the right to such  renewal or the  execution  of a renewal  agreement
between Landlord and Tenant prior to the expiration of the


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Term shall not be considered an extension thereof or a vested right in Tenant to
such  further  term,  so as to prevent  Landlord  from  canceling  this Lease in
accordance  with the  terms  hereof  or  applicable  law and any such  extension
thereof  during the  remainder of the original  Term;  such right to cancel this
Lease in accordance with the terms hereof, if and when so exercised by Landlord,
shall  cancel  and  terminate  this  Lease  and any such  renewal  or  extension
previously  entered into  between  Landlord and Tenant or the right of Tenant to
any such  renewal  or  extension;  any  right  herein  contained  on the part of
Landlord to cancel this Lease shall  continue  during any  extension  or renewal
hereof;  any option on the part of Tenant  herein  contained for an extension or
renewal  hereof  shall not be deemed to give  Tenant  any  option  for a further
extension beyond the first renewal or extended term.

        B. No Surrender.  No act or thing done by Landlord or Landlord's  agents
during the Term shall be deemed an  acceptance  of a surrender of the  Premises,
and no agreement to accept such surrender except on the Expiration Date shall be
valid  unless in writing  signed by  Landlord.  No  employee  of  Landlord or of
Landlord's  agents shall have any power to accept the keys of the Premises prior
to the  expiration  or  termination  of this Lease.  The delivery of keys to any
employee of Landlord or of Landlord's  agents shall not operate as a termination
of this Lease or a surrender  of the  Premises.  In the event Tenant at any time
desires to have Landlord sublet the Premises for Tenant's  account,  Landlord or
Landlord's  agents are authorized to receive said keys for such purpose  without
releasing Tenant from any of the obligations under this Lease, and Tenant hereby
relieves  Landlord  of any  liability  for loss of or damage to any of  Tenant's
effects in connection with such subletting.

        C. No Waiver.  The failure of Landlord to seek redress for violation of,
or to insist upon the strict  performance  of, any covenant or condition of this
Lease or any of the Rules and  Regulations  set forth or  hereafter  adopted  by
Landlord,  shall  not  prevent a  subsequent  act which  would  have  originally
constituted  a  violation  from  having  all  force and  effect  of an  original
violation.  Except as expressly set forth herein to the contrary, the failure of
Tenant  to  seek  redress  for  violation  of,  or to  insist  upon  the  strict
performance of, any covenant or condition of this Lease on Landlord's part to be
performed  or  observed  shall not  prevent a  subsequent  act which  would have
originally  constituted  a  violation  from  having  all force and  effect of an
original violation. The receipt by Landlord of Rent with knowledge of the breach
of any covenant of this Lease shall not be deemed a waiver of such  breach.  The
failure of Landlord to enforce any of the Rules and  Regulations  set forth,  or
hereafter adopted,  against Tenant and/or any other tenant in the Building shall
not be deemed a waiver of any such Rules and  Regulations.  No provision of this
Lease shall be deemed to have been  waived by Landlord  unless such waiver be in
writing signed by Landlord.

        D.  Application of Payment.  No payment by Tenant or receipt by Landlord
of a lesser amount than the monthly Rent herein stipulated shall be deemed to be
other than on account of the earliest  stipulated Rent, or as Landlord may elect
to apply same, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Rent, be deemed an accord and satisfaction,
and Landlord may accept such check or payment  without  prejudice to  Landlord's
right to recover  the  balance  of such Rent or pursue any other  remedy in this
Lease provided.


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        E. Entire  Agreement.  This Lease contains the entire agreement  between
the parties and all prior  negotiations and agreements are merged in this Lease.
Any executory agreement  hereafter made shall be ineffective to change,  modify,
discharge  or  effect  an  abandonment  of it in  whole or in part  unless  such
executory  agreement  is in  writing  and  signed  by  the  party  against  whom
enforcement of the change, modification, discharge or abandonment is sought.

25.     WAIVER OF TRIAL BY JURY. It is mutually  agreed by and between  Landlord
and Tenant that the  respective  parties  hereto  shall and they hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters  whatsoever arising out of or in
any way  connected  with this Lease,  the  relationship  of Landlord and Tenant,
Tenant's use or occupancy of the Premises, any claim of injury or damage, or for
the enforcement of any remedy under any statute,  emergency or otherwise.  It is
further  mutually  agreed  that in the  event  Landlord  commences  any  summary
proceeding  (whether  for  nonpayment  of rent or because  Tenant  continues  in
possession of the Premises  after the  expiration or  termination  of the Term),
Tenant will not interpose any  counterclaim  (except for mandatory or compulsory
counterclaims) of whatever nature or description in any such proceeding.

26.     INABILITY  TO PERFORM.  This Lease and the  obligation  of Tenant to pay
Rent and additional  rent  hereunder and perform all of the other  covenants and
agreements  hereunder on the part of Tenant to be  performed  shall in nowise be
affected,  impaired or excused because  Landlord is unable to fulfill any of its
obligations  under this Lease expressly or impliedly to be performed by Landlord
or because  Landlord  is unable to make,  or is  delayed in making any  repairs,
additions, alterations, improvements or decorations or is unable to supply or is
delayed in  supplying  any  equipment  or fixtures if Landlord is  prevented  or
delayed  from so doing by reason of strikes or labor  troubles or by accident or
by any cause whatsoever reasonably beyond Landlord's control,  including but not
limited  to,  laws,  governmental  preemption  in  connection  with  a  National
Emergency or by reason of any rule,  order or regulation of any federal,  state,
county or municipal  authority or any department or  subdivision  thereof or any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency.

27.     BILLS AND NOTICES. Except as otherwise expressly provided in this Lease,
any bills, statements,  notices, demands, requests or other communications given
or required to be given under this Lease shall be deemed  sufficiently  given or
rendered if in writing,  sent by  registered or certified  mail (return  receipt
requested)  addressed as follows or to such other address as either  Landlord or
Tenant may  designate as its new address for such purpose by notice given to the
others in accordance with the provisions of this Article 27:

If to Landlord:                       EBS Fifth Property Associates LLC
                                      c/o Emmes Realty Services LLC
                                      420 Lexington Avenue
                                      New York, New York 10170
                                      Attn: Legal Department

with a copy to:                       Younkins & Schecter LLP
                                      420 Lexington Avenue, Suite 2050


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                                      New York, New York 10170

If to Tenant:                         CIBC World Markets Corp.
                                      425 Lexington Avenue
                                      New York, New York 10170
                                      Attn:  Salvatore Iannuzzi,
                                      Chief Administrative Officer

with a copy of
notices of default only to:           CIBC World Markets Corp.
                                      425 Lexington Avenue
                                      New York, New York 10170
                                      Attn: General Counsel

                                             and

                                      Mayer Brown & Platt
                                      1675 Broadway
                                      New York, New York  10019
                                      Attn:  Robert I. Bressman, Esq.

or at any place where  Tenant or any agent or employee of Tenant may be found if
mailed subsequent to Tenant's  vacating,  deserting,  abandoning or surrendering
the  Premises.  Tenant  hereby  acknowledges  and  agrees  that any  such  bill,
statement,  demand,  notice,  request  or  other  communication  may be given by
Landlord's  agent on behalf  of  Landlord.  Any such  bill,  statement,  demand,
notice,  request or other communication shall be deemed to have been rendered or
given  on the  date  when it  shall  have  been  received  or  receipt  refused.
Notwithstanding anything contained in this Article 27 to the contrary, bills and
statements   issued  by  Landlord  may  be  sent  by  the  method(s)  set  forth
hereinabove,  without copies to any other party.  This notice provision has been
specifically negotiated between the parties hereto.

28.     ESCALATION.

        A. Defined Terms.  In a  determination  of any  additional  rent payable
under the provisions of this Article 28, Landlord and Tenant agree as follows:

           (i) "Taxes" shall mean the aggregate  amount of real estate taxes and
any special or other  assessments  (exclusive of penalties and interest thereon)
imposed upon the Real Property and real estate taxes or  assessments  imposed in
connection  with the receipt of income or rents from the  Building to the extent
that  same  shall  be in lieu of all or a  portion  of the  aforesaid  taxes  or
assessments,  or additions or increases thereof (including,  without limitation,
(i) assessments made upon or with respect to any "air rights",  (ii) assessments
made in connection with any applicable business  improvement  district and (iii)
any  assessments  levied after the date of this Lease for public benefits to the
Real  Property or the Building  (excluding  an amount  equal to the  assessments
payable  in whole or in part  during  or for the  Base Tax Year (as  defined  in
Article 1 of this Lease)) which assessments,  if payable in installments,  shall
be deemed payable in the maximum number of  permissible  installments  and there
shall be included in real estate  taxes for each  Comparison  Year in which such
installments  may be paid,  the  installments  of such


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assessment so becoming  payable  during such  Comparison  Year (in the manner in
which such taxes and assessments  are imposed as of the date hereof);  provided,
that if because of any change in the taxation of real  estate,  any other tax or
assessment  (including,  without  limitation,  any  occupancy,  gross  receipts,
rental, income, franchise, transit or other tax) is imposed upon Landlord or the
owner of the Real Property or the Building,  or the  occupancy,  rents or income
therefrom,  in substitution  for or in addition to, any of the foregoing  Taxes,
such other tax or assessment shall be deemed part of the Taxes.  With respect to
any Comparison Year (hereinafter defined) all commercially  reasonable expenses,
including attorneys' fees and disbursements, experts' and other witnesses' fees,
incurred in  contesting  the  validity or amount of any Taxes or in  obtaining a
refund of Taxes shall be considered as part of the Taxes for such year.

           (ii)  "Assessed  Valuation"  shall mean the amount for which the Real
Property is  assessed  pursuant to  applicable  provisions  of the New York City
Charter and of the  Administrative  Code of the City of New York for the purpose
of imposition of Taxes.

           (iii) "Tax Year"  shall  mean the period  July 1 through  June 30 (or
such other period as hereinafter  may be duly adopted by the City of New York as
its fiscal year for real estate tax purposes).

           (iv) "Base Taxes" shall mean the Taxes payable for the Base Tax Year.

           (v) "Comparison  Year" shall mean (a) with respect to Taxes,  any Tax
Year  subsequent  to the  Base Tax Year  and (b)  with  respect  to Labor  Rates
(hereinafter  defined)  any  calendar  year  subsequent  to the Base  Labor Year
(hereinafter  defined)  for any part or all of which  there is  additional  rent
payable pursuant to subsection B of this Article 28.

           (vi)  "R.A.B."  shall  mean  the  Realty   Advisory  Board  On  Labor
Relations, Incorporated, or its successor.

           (vii)  "Local  32B-32J"  shall  mean Local  32B-32J  of the  Building
Service Employees International Union, AFL-CIO, or its successor.

           (viii) "Class A Office  Buildings" shall mean office buildings in the
same class or category as the Building under any agreement  between  R.A.B.  and
Local 32B-32J,  regardless of the designation  given to such office buildings in
any such agreement.

           (ix) "Labor Rates" shall mean a sum equal to the regular  hourly wage
rate  required to be paid to Others  (hereinafter  defined)  employed in Class A
Office  Buildings  pursuant to any agreement  between R.A.B.  and Local 32B-32J;
provided,  however,  that if, as of October 1st of any Comparison Year, any such
agreement  shall  require  Others in Class A Office  Buildings  to be  regularly
employed on days or during hours when overtime or other premium pay rates are in
effect pursuant to such agreement,  then the term "regular hourly wage rate", as
used in this  subsection  A(ix) shall mean the average  hourly wage rate for the
hours in a calendar  week  during  which  Others are  required  to be  regularly
employed;  and provided,  further,  that if no such agreement is in effect as of
October  1st of any  Comparison  Year  with  respect  to  Others,  then the term
"regular  hourly wage  rate",  as used in this  subsection  A(ix) shall mean the
regular  hourly wage rate  actually  paid to Others  employed in the Building by
Landlord or by an  independent  contractor  engaged by Landlord;  and  provided,
further, the term "regular hourly


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wage  rate"  in all  events  shall  include  the  monetary  value or cost of all
payments of any kind,  both mandatory and optional  (including,  but not limited
to, those  payable  directly to taxing  authorities  or others on account of the
employment), but shall specifically exclude any fringe employee benefits.

           (x) "Others" shall mean that  classification  of employee  engaged in
the general  maintenance  and operation of Class A Office  Buildings most nearly
comparable  to the  classification  now  applicable  to  "others" in the current
agreement between R.A.B. and Local 32B-32J.

           (xi) "Base Labor  Rates" shall mean the Labor Rates in effect for the
Base Labor Year.

           (xii) "Landlord's  Statement" shall mean an instrument or instruments
setting forth additional rent payable pursuant to the provisions of this Article
28.

        B.  Escalation.  (i) If the Taxes payable for any  Comparison  Year (any
part or all of which falls within the Term) shall  represent  an increase  above
the Base Taxes, then for such Comparison Year and continuing  thereafter until a
new  Landlord's  Statement  is rendered  to Tenant,  Tenant  shall pay  Tenant's
Proportionate  Share of such increase as additional  rent  hereunder.  The Taxes
shall be initially  computed on the basis of the Assessed Valuation in effect at
the time Landlord's Statement is rendered (as the Taxes may have been settled or
finally  adjudicated  prior  to  such  time)  regardless  of  any  then  pending
application,  proceeding or appeal respecting the reduction of any such Assessed
Valuation,  but  shall be  subject  to  subsequent  adjustment  as  provided  in
subsection D(i)(a) of this Article 28.

           (ii) If the Labor Rates in effect for any  Comparison  Year (any part
or all of which  falls  within the Term)  shall be  greeter  than the Base Labor
Rates,  then for such  Comparison  Year, and continuing  thereafter  until a new
Landlord's Statement is rendered to Tenant,  Tenant shall pay a sum equal to the
Labor Rate Factor multiplied by the Labor Rate Multiple multiplied by the number
of cents  (inclusive  of any fractions of a cent) of such increase as additional
rent hereunder.

        C. Payment of Escalations. (i) At any time prior to, during or after any
Comparison  Year Landlord shall render to Tenant,  either in accordance with the
provisions  of Article 27 hereof or by  personal  delivery  at the  Premises,  a
Landlord's  Statement  or  Statements  showing  separately  or  together  (a)  a
comparison of the Taxes payable for the Comparison Year with the Base Taxes, (b)
a  comparison  of the Labor  Rates for the  Comparison  Year with the Base Labor
Rates,  and (c) the amount of the  additional  rent  resulting from each of such
comparisons.  Landlord's failure to render a Landlord's Statement and/or receive
payments  with respect  thereto  during or with respect to any  Comparison  Year
shall not prejudice  Landlord's  right to render a Landlord's  Statement  and/or
receive  payments with respect  thereto during or with respect to any subsequent
Comparison  Year, and shall not eliminate or reduce  Tenant's  obligation to pay
additional rent pursuant to this Article 28 for such Comparison  Year;  provided
however, each Landlord's Statement shall be rendered within two (2) years of the
Comparison  Year to which it  pertains.  Landlord  may also at any time and from
time to time,  furnish to Tenant a revised  Landlord's  Statement or  Statements
showing separately or together (a) a comparison of the


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Taxes payable for the  Comparison  Year with the Base Taxes and (b) a comparison
of the Labor Rates for the Comparison  Year with the Base Labor Rates;  provided
however, a Landlord's Statement shall be deemed binding on Landlord on the first
(1st)  anniversary  of the date any such  Landlord's  Statement  is furnished to
Tenant,  except for any items  includible  in Labor Rates or Taxes that Landlord
could not reasonably foresee or previously ascertain,  subject to the provisions
of subsection D(i)(b) of this Article 28.

           (ii) (a)  Tenant's  obligations  with  respect to  increases in Labor
Rates shall be payable by Tenant on the first  (1st) day of the month  following
the  furnishing to Tenant of a Landlord's  Statement with respect to Labor Rates
in an amount equal to one-twelfth (1/12th) of such additional rent multiplied by
the number of months (and any fraction  thereof) of the Term then elapsed  since
the  commencement  of the Comparison  Year for which the increase is applicable,
together with a sum equal to one-twelfth  (1/12th) of such  additional rent with
respect  to the  month  following  the  furnishing  to  Tenant  of a  Landlord's
Statement;   and  thereafter,   commencing  with  the  next  succeeding  monthly
installment of Rent and continuing  monthly  thereafter  until  rendition of the
next  succeeding  Landlord's  Statement,  Tenant shall pay as  additional  rent,
together with the monthly  installments  of Rent, an amount equal to one-twelfth
(1/12th) of such increase.  Any additional  rent  attributable  to such increase
shall be collectible by Landlord in the same manner as Rent.

           (b) With  respect  to  additional  rent  payable  as a  result  of an
increase in the Taxes for any Comparison Year above the Base Taxes, Tenant shall
pay to  Landlord a sum equal to  one-twelfth  (1/12th)  of the  additional  rent
attributable  to such increase on the first (1st) day of the month following the
date when such increase shall occur and a sum equal to  one-twelfth  (1/12th) of
such  increase on the first  (1st) day of each  calendar  month  during the Term
hereof thereafter  occurring,  payable together with the monthly installments of
the Rent coming due and payable  hereunder.  If  Landlord's  Statement  shall be
furnished to Tenant after the  commencement  of the Comparison  Year to which it
relates,  then (1) until  Landlord's  Statement is rendered for such  Comparison
Year, Tenant shall pay Tenant's Proportionate Share of Taxes for such Comparison
Year in monthly  installments,  as  described  above,  based upon the last prior
Landlord's  Statement  rendered to Tenant with respect to Taxes,  and (2) Tenant
shall,  within ten (10) days after Landlord's  Statement is furnished to Tenant,
pay to Landlord an amount equal to any underpayment of the installments of Taxes
theretofore  paid by Tenant  for such  Comparison  Year and,  in the event of an
overpayment by Tenant, Landlord shall permit Tenant to credit against subsequent
payments of additional rent under this subsection  (C)(ii)(b) of this Article 28
the  amount of such  overpayment.  If during the Term of this  Lease,  Taxes are
required to be paid  (either to the  appropriate  taxing  authorities  or as tax
escrow  payments to a  mortgagee  or ground  lessor) in full or in  semi-annual,
quarterly,  or other installments,  on any other date or dates than as presently
required,  then, at Landlord's option, Tenant's Proportionate Share with respect
to Taxes  shall be  correspondingly  accelerated  or  revised  so that  Tenant's
Proportionate  Share is due at least thirty (30) days prior to the date payments
are due to the taxing authorities or the superior mortgagee or ground lessor, as
the case may be. The benefit of any discount for any early payment or prepayment
of Taxes shall accrue solely to the benefit of Landlord, and such discount shall
not be subtracted from Tenant's Proportionate Share of such Taxes.

           (c) Following each Landlord's  Statement,  a reconciliation  shall be
made as  follows:  Tenant  shall be  debited  with any  additional  rent that is
payable as shown on such


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Landlord's Statement and credited with the aggregate,  if any, paid by Tenant on
account in accordance with the provisions of subsection C(ii)(a) or C(ii)(b) for
the  Comparison  Year in  question;  Tenant  shall pay any net debit  balance to
Landlord within fifteen (15) days next following  rendition by Landlord,  either
in accordance  with the provisions of Article 27 hereof or by personal  delivery
to the  Premises,  of an  invoice  for such net debit  balance;  any net  credit
balance shall be applied  against the next accruing  installments  of additional
rent.

        D. Adjustments.  (i) (a) In the event that, after a Landlords  Statement
has been sent to  Tenant,  an  Assessed  Valuation  which had been  utilized  in
computing the Taxes for a Comparison Year is reduced (as a result of settlement,
final determination of legal proceedings or otherwise),  and as a result thereof
a refund  of Taxes is  actually  received  by or on behalf  of  Landlord,  then,
promptly  after receipt of such refund,  Landlord  shall send Tenant a statement
adjusting the Taxes for such  Comparison  Year (taking into account the expenses
mentioned  in the last  sentence  of  subsection  A(i) of this  Article  28) and
setting forth  Tenant's  Proportionate  Share of such refund and Tenant shall be
entitled  to receive  Tenant's  Proportionate  Share of such  refund by way of a
credit against the  installments  of additional rent next becoming due after the
sending of such  Statement,  or if the Term hereof has expired,  Landlord  shall
reimburse  such balance to Tenant  within sixty (60) days  following  Landlord's
determination  of the amount  thereof,  less any sums Tenant owes  Landlord  for
Rent,  additional  rent or other  charges  hereunder;  provided,  however,  that
Tenant's  Proportionate  Share of such refund shall be limited to the amount, if
any, which Tenant had  theretofore  paid to Landlord as additional rent for such
Comparison  Year on the  basis  of the  Assessed  Valuation  before  it had been
reduced.

           (b) In the event that, after a Landlord's  Statement has been sent to
Tenant,  the Assessed  Valuation  which had been  utilized in computing the Base
Taxes is  reduced  (as a result  of  settlement,  final  determination  of legal
proceedings or otherwise)  then, and in such event:  (1) the Base Taxes shall be
retroactively adjusted to reflect such reduction, (2) the monthly installment of
additional  rent  that is  payable  shall be  adjusted  accordingly  and (3) all
retroactive  additional rent resulting from such retroactive adjustment shall be
forthwith  payable  when billed by  Landlord.  Landlord  promptly  shall send to
Tenant a statement  setting forth the basis for such retroactive  adjustment and
additional rent payments.

           (ii) Any  Landlord's  Statement  sent to Tenant shall be binding upon
Tenant  unless  Tenant  shall (a) timely pay to Landlord the amount set forth in
such statement, without prejudice to Tenant's right to dispute the same, and (b)
within ninety (90) days after such  statement is sent,  send a written notice to
Landlord  objecting to such statement and specifying the particular  respects in
which such  statement  is claimed to be  incorrect.  The parties  recognize  the
unavailability  of  Landlord's  books and  records  because of the  confidential
nature thereof.

           (iii)  Anything in this Article 28 to the  contrary  notwithstanding,
under no circumstances  shall the rent payable under this Lease be less than the
then annual base Rent set forth in Article 1 hereof.

           (iv)  The   expiration  or  termination  of  this  Lease  during  any
Comparison  Year  for  any  part  or all of  which  there  is an  adjustment  of
additional  rent  payable by, or to be credited  to,  Tenant  under this Article
shall not affect the rights or obligations of the parties hereto respecting such
adjustment and any Landlord's  Statement  relating thereto may be sent to Tenant


                                       45
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subsequent  to, and all such  rights and  obligations  shall  survive,  any such
expiration or  termination.  Any payments due from Tenant under such  Landlord's
Statement  shall be payable within twenty (20) days after such statement is sent
to Tenant.

        E.  Capital  Improvements.  If any  capital  improvement  is made to the
Building or any part thereof to comply with the  requirements  of any applicable
law during any calendar year during the Term, then Tenant shall pay to Landlord,
within thirty (30) days following demand therefor,  Tenant's Proportionate Share
of the reasonable annual amortization,  with interest at the then prime rate (as
announced  from time to time in the Wall Street  Journal)  plus two percent (2%)
per annum, of the reasonable cost of such improvement  (based on the useful life
thereof) in each  calendar  year during the Term during which such  amortization
occurs.  Following  Tenant's  request,  Landlord  agrees to provide  Tenant with
reasonable  documents  evidencing  the  nature and legal  necessity  of any such
capital improvement and the cost thereof.

29.     SERVICES.

        A. Elevator.  Landlord shall provide  passenger  elevator  facilities on
business days from 8:00 A.M. to 6:00 P.M. and shall have one passenger  elevator
in the bank of elevators  servicing  the Premises  available at all other times.
Landlord shall provide freight elevator  services on an "as available" basis for
non-exclusive  use by Tenant from 8:00 AM. through 12:00 Noon and from 1:00 P.M.
through  5:00 P.M.  on  business  days only.  Any  extended  use of the  freight
elevators may be arranged with Landlord's prior consent, and Tenant shall pay as
additional rent all customary  building standard charges therefor (which charges
are currently  $90.00 per hour,  with a four (4) hour minimum),  as the same may
increase  from time to time during the Term hereof  (based on  increases  in the
Labor Rates).

        B. Heating.  Landlord shall furnish heat to the Premises when and as and
at temperature  levels  required by law, on business days from 8:00 A.M. to 8:00
P.M.  Landlord shall not be responsible for the adequacy,  design or capacity of
the heating distribution system if the normal operation of the heat distribution
system   serving  the  Building   shall  fail  to  provide  heat  at  reasonable
temperatures  or any  reasonable  volumes  or  velocities  in any  parts  of the
Premises by reason of any  rearrangement  of partitioning  or other  Alterations
made or  performed by or on behalf of Tenant or any person  claiming  through or
under Tenant.  Tenant shall not alter, modify or replace any part of the heating
distribution system without Landlord's  reasonable prior consent.  Tenant at all
times agrees to cooperate  fully with  Landlord and to abide by the  regulations
and  requirements  which Landlord may prescribe for the proper  functioning  and
protection of the heating distribution system.

        C.   Cooling.    Tenant   acknowledges   that   Tenant   shall   install
air-conditioning  equipment  to serve the Tenth  Floor Space as part of Tenant's
Initial  Alteration  therein in  accordance  with the  provisions  of Schedule B
hereof.  Tenant shall have the privilege of using the  air-conditioning  systems
presently installed in and/or servicing the Mezzanine, Second Floor and Eleventh
Floor   (such   existing    air-conditioning    systems,   together   with   any
air-conditioning  systems  hereafter  installed  by  Landlord in the Tenth Floor
Space,   being  hereinafter   individually  and  collectively   referred  to  as
"Air-Conditioning  Systems"),  which  systems  Tenant  agrees to accept in their
"as-is" condition;  accordingly, Landlord shall not be responsible if the normal
operation of the  Air-Conditioning  Systems shall fail to provide  cooled air at
reasonable


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temperatures,  pressures  or degrees of  humidity or any  reasonable  volumes or
velocities  in any parts of the Premises for any reason  whatsoever,  including,
without  limitation,  by reason of (i) human occupancy factors and any machinery
or equipment  installed by or on behalf of Tenant or any person claiming through
or under Tenant,  having an electrical load in excess of the average  electrical
load for the  Air-Conditioning  Systems as designed or (ii) any rearrangement of
partitioning or other Alterations made or performed by or on behalf of Tenant or
any person claiming through or under Tenant;  accordingly Tenant shall maintain,
repair and  operate any such  Air-Conditioning  Systems in  compliance  with all
present and future laws and  regulations  relating  thereto and shall enter into
service   maintenance   agreements  for  the  service  and  maintenance  of  the
Air-Conditioning  Systems with a contractor approved by Landlord, which approval
shall  not  be  unreasonably  withheld  (provided  that  Tenant  shall  have  no
obligation  to maintain or repair the  condenser  water tower or any  components
thereof up to the point of  connection  into the  Premises).  Tenant shall cause
periodic service and maintenance to be performed on the Air-Conditioning Systems
and shall  provide  Landlord  with  copies of service and  maintenance  records.
Tenant shall not alter, modify or replace any such Air-Conditioning  Systems, or
any part thereof,  without Landlord's  consent,  which shall not be unreasonably
withheld.  Tenant at all times  agrees to cooperate  fully with  Landlord and to
abide by the regulations and  requirements  which Landlord may prescribe for the
proper functioning and protection of the  Air-Conditioning  Systems.  Subject to
the terms of Article 14 hereof,  Landlord,  throughout the Term, shall have free
access to any and all mechanical  installations  of Landlord,  including but not
limited  to  Air-Conditioning  Systems,  fan,  ventilating,  machine  rooms  and
electrical  closets.  Tenant  shall  pay for the cost of the  electrical  energy
consumed by the  Air-Conditioning  Systems in accordance  with the provisions of
Article  29,   subsection   H,  hereof.   With   respect  to  the   water-cooled
Air-Conditioning  Systems servicing the Second Floor and Mezzanine and any other
water  cooled  Air-Conditioning  Systems  installed  in any  other  part  of the
Premises,  in consideration of the condenser water supplied by Landlord for such
systems, Tenant shall pay to Landlord, annually upon demand, a sum equal to $400
per ton of air-conditioning capacity,  adjusted annually, to compensate Landlord
for the cost of supplying condenser water for such  Air-Conditioning  Systems on
"business  days" from 8:00 A.M. to 6:00 P.M. from May 15th through  October 15th
of each year during the Term hereof. In addition,  Tenant agrees to pay Landlord
a tap-in fee of $1,500.00 to compensate  Landlord for making the condenser water
available to any water cooled  Air-Conditioning  Systems  installed by Tenant in
the Tenth Floor Space. Any such Air-Conditioning Systems shall be installed with
balancing valves and  manufactured by Bell & Gossett or such other  manufacturer
identified  by Landlord for  balancing by  Landlord,  at Tenant's  sole cost and
expense. For and consideration of the payment of the condenser water charges set
forth  above,  Landlord  hereby  covenants  and  agrees to provide  Tenant  with
sufficient condenser water to service a minimum of one hundred twenty-five (125)
tons of  air-conditioning  capacity  in the  aggregate  on the Second  Floor and
Mezzanine and a minimum of forty (40) tons of  air-conditioning  capacity on the
Tenth Floor Space.

        D. After Hours and  Additional  Services.  The Rent does not include any
charge  to  Tenant  for the  furnishing  of any  additional  passenger  elevator
facilities,  any freight  elevator  facilities  (other than as  contemplated  in
Article 29  subsection  A) or for the service of heat or condenser  water to the
Premises during periods other than the hours and days set forth in sections A, B
and C of this Article 29 for the furnishing and  distributing of such facilities
or services (referred to as "Overtime Periods").  Accordingly, if Landlord shall
furnish any (i) freight elevator  facilities to Tenant during Overtime  Periods,
(ii) heat to the Premises during Overtime


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Periods,  or (iii) condenser water to Tenant during Overtime Periods then Tenant
shall pay  Landlord  additional  rent for such  facilities  or  services  at the
standard  rates then fixed by the Landlord for the Building or, if no such rates
are then fixed,  at  reasonable  rates  (which rates shall be based on a minimum
charge of four (4) hours for such additional facilities or services). Landlord's
current rates for condenser water service during Overtime Periods is $125.00 per
floor per hour;  however, if Tenant requests overtime condenser water service on
more than one (1) floor of the Premises  during the same Overtime  Periods,  the
overtime  rates for the second  floor  shall be $100.00  per hour.  Neither  the
facilities  nor the services  referred to in this Article 29D shall be furnished
to Tenant or the Premises if Landlord has not received advance notice (which may
be oral) from Tenant specifying the particular  facilities or services requested
by Tenant at least by 10:00 A.M. on the date on which the facilities or services
are to be  furnished  (or by  10:00A.M.  on Fridays for  services  requested  on
weekends);  or if Tenant is in  default  under or in breach of any of the terms,
covenants or conditions of this Lease;  or if Landlord shall  determine,  in its
sole and exclusive discretion, that such facilities or services are requested in
connection  with, or the use thereof shall create or aid in a default under or a
breach of any term,  covenant or condition of this Lease.  All of the facilities
and services  referred to in this Article 29D are  conveniences  and are not and
shall not be deemed to be  appurtenances  to the  Premises,  and the  failure of
Landlord  to  furnish  any or all of  such  facilities  or  services  shall  not
constitute or give rise to any claim of an actual or constructive  eviction,  in
whole or in part,  or entitle  Tenant to any abatement or diminution of Rent, or
relieve  Tenant  from any of its  obligations  under this  Lease,  or impose any
liability upon Landlord or its agents by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business or otherwise. Landlord
may limit the furnishing  during Overtime Periods of freight  elevator  services
referred  to in this  Article  29D to a total of forty (40) hours in any one (1)
week.

        E. Cleaning.  Landlord, at Landlord's expense,  shall cause the Premises
to be kept clean in building standard manner.  Tenant shall,  however,  have the
option  in its  sole  discretion  to  clean or  independently  contract  for the
cleaning of the Premises at Tenant's sole expense, without any adjustment in the
Rent, provided that such cleaning is done in a manner reasonably satisfactory to
Landlord and no one other than persons reasonably  approved by Landlord shall be
permitted to enter the Premises or the Building for such  purpose.  Tenant shall
pay to  Landlord,  as  additional  rent,  the cost of removal of any of Tenant's
refuse and rubbish  from the  Premises  and the  Building to the extent that the
same  exceeds  the refuse and  rubbish  usually  attendant  upon the use of such
Premises  as  offices,  which  cost  shall be  payable  within  ten (10) days of
Landlord's  bill therefor.  A copy of the current  cleaning  specifications  are
annexed hereto as Exhibit 3, which cleaning specifications are subject to change
from  time  to time  during  the  Term  hereof,  provided  such  changes  do not
materially diminish the cleaning services set forth on Exhibit 3.

        F.  Sprinkler  System.  If there  now is or shall  be  installed  in the
Building a "sprinkler system", and such system or any of its appliances shall be
damaged  or  injured  or not in  proper  working  order by  reason of any act or
omission of Tenant, Tenant's agents, servants, employees, licensees or visitors,
Tenant shall  forthwith  restore the same to good  working  condition at its own
expense;  and if the New York  Board of Fire  Underwriters  or the New York Fire
Insurance Rating Organization or any bureau, department or official of the state
or city government, shall require or recommend that any changes,  modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
by reason of Tenant's business, or the location of the


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partitions,  trade fixtures, or other contents of the Premises, Tenant shall, at
Tenant's  expense,  promptly  make  and  supply  such  changes,   modifications,
alterations,  additional sprinkler heads or other equipment.  Landlord covenants
and agrees to provide and  maintain  adequate  water  pressure  in the  vertical
risers of the Building to the point of  connection to the Premises in accordance
with law. In addition,  Landlord  agrees to provide two (2) points of connection
to the Building-wide  Class E system on each floor of the Premises at Landlord's
sole cost and expense and up to an  additional  two (2) points of  connection on
each floor of the  Premises  at Tenant's  request and at Tenant's  sole cost and
expense.

        G. Water.  Landlord shall provide water for ordinary drinking,  cleaning
and lavatory  purposes,  but if Tenant requires,  uses or consumes water for any
other  purposes or in unusual  quantities  (of which fact Landlord  shall be the
sole judge),  Landlord may install a water meter at Tenant's expense and thereby
measure  Tenant's water  consumption for all purposes.  In such event (i) Tenant
shall keep said  meter and  installation  equipment  in good  working  order and
repair at Tenant's  own cost and  expense;  (ii) Tenant  agrees to pay for water
consumed,  as shown on said  meter  five (5) days after  bills are  rendered  as
additional  rent;  and (iii) Tenant  covenants and agrees to pay the sewer rent,
charge  or any  other  tax,  rent,  levy or charge  which  now or  hereafter  is
assessed,  imposed  or shall  become a lien upon the  Premises  or the realty of
which  they are part  pursuant  to law,  order or  regulation  made or issued in
connection  with any such metered  use,  consumption,  maintenance  or supply of
water, water system, or sewage or sewage connection or system.

        H. Electricity  Service.  (i) Landlord shall distribute six (6) watts of
connected  electrical load per rentable square foot of space deemed to be in the
Premises  for the  servicing  of all of  Tenant's  electrical  needs  within the
Premises,  including  the  Air-Conditioning  Systems.  Tenant's  consumption  of
electrical energy in the Premises shall be measured by submeters installed or to
be  installed in the  Premises.  Tenant shall pay Landlord for any and all costs
incurred in connection  with the  installation  of any such  submeters  upon the
submission  by  Landlord  of a bill for  such  costs.  The  cost of  electricity
utilized by Tenant  shall be paid for by Tenant to Landlord as  additional  rent
and shall be calculated  at the then  applicable  rate  prescribed by the public
utility company serving the Building for electrical energy purchased by Landlord
for the entire Building, plus (a) Landlord's charge for overhead and supervision
in the amount of eight (8%) percent of the total electric bill and (b) any taxes
or other  charges in  connection  therewith.  If any tax shall be  imposed  upon
Landlord's  receipts from the sale or resale of electrical energy to Tenant, the
pro rate share  applicable to the electrical  energy service  received by Tenant
shall be passed on to, included in the bill of, and paid by Tenant if and to the
extent permitted by law.  Landlord shall bill Tenant,  monthly,  for the cost of
its  consumption  of electricity in the Premises and Tenant shall pay the amount
thereof at the time of payment of each installment of Rent.

           (ii)  Tenant  covenants  that at no time shall the use of  electrical
energy  servicing  the Premises  exceed the capacity of the existing  feeders or
wiring  installations  then  serving  the  Premises  nor  shall  Tenant  use any
electrical equipment which, in Landlord's opinion,  reasonably  exercised,  will
overload such  installations or interfere with the use thereof by other tenants.
Tenant shall not make or perform,  or permit the making or  performance  of, any
Alterations to wiring installations or other electrical facilities in or serving
the Premises  without the prior consent of Landlord in each  instance.  Any such
Alterations, additions or consent by


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Landlord shall be subject to the provisions of subsection H(iii) of this Article
29, as well as to other provisions of this Lease including,  but not limited to,
the provisions of Article 3 hereof.

           (iii) If Tenant requires additional  electrical energy for any reason
whatsoever,  including  without  limitation,  the  use  of  additional  business
machines,  office  equipment or other  appliances in the Premises  which utilize
electrical energy,  Tenant shall request such additional  electrical energy from
Landlord in each instance.  Landlord agrees to provide an additional one hundred
fifty (150) amperes of electrical energy to Tenant at Tenant's request, provided
such request is made within six (6) months following the  Commencement  Date. If
Landlord  agrees or is required to provide the same, any  additional  feeders or
risers which are required to supply Tenant's additional electrical requirements,
and all other equipment  proper and necessary in connection with such feeders or
risers,  shall be installed by Landlord upon Tenant's request,  at the sole cost
and expense of Tenant (including,  without limitation, a connection fee of Three
Hundred Fifty and 00/100 ($350.00) Dollars per kilovolt ampere),  provided that,
in  Landlord's  reasonable  judgment,  such  additional  feeders  or risers  are
necessary and are permissible  under  applicable laws and insurance  regulations
and the  installation of such feeders or risers will not cause permanent  damage
or injury to the  Building or the  Premises  or cause or create a  dangerous  or
hazardous   condition  or  entail  excessive  or  unreasonable   alterations  or
unreasonably  interfere  with or  disturb  other  tenants  or  occupants  of the
Building.

           (iv)   Landlord   reserves  the  right  to   discontinue   furnishing
electricity  to Tenant in the  Premises on not less than thirty (30) days notice
to Tenant;  provided,  however,  Landlord shall not exercise the foregoing right
until Tenant is able to arrange to obtain electricity  directly from the utility
or other company  servicing the Building.  If Landlord  exercises  such right to
discontinue,  or is compelled to discontinue  furnishing  electricity to Tenant,
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  electricity  to
Tenant.  If Landlord so discontinues  furnishing  electricity to Tenant,  Tenant
shall arrange to obtain  electricity  directly from the utility or other company
servicing the Building.  Such electricity may be furnished to Tenant by means of
the then existing electrical  facilities serving the Premises to the extent that
the same are available,  suitable and safe for such purposes. All meters and all
additional  panel  boards,  feeders,  risers,  wiring and other  conductors  and
equipment which may be required to obtain electricity, of substantially the same
quantity, quality and character, shall be installed by Landlord, at (x) Tenant's
sole cost and  expense,  in the event  Landlord  is  compelled  or  required  to
discontinue  furnishing  electricity  to  Tenant  by  reason  by  law  or (y) at
Landlord's sole cost and expense, in the event Landlord voluntarily discontinues
furnishing  electricity to Tenant.  Landlord shall not  voluntarily  discontinue
furnishing  electricity  to Tenant until  Tenant is able to receive  electricity
directly from the utility or other company servicing the Building.

           (v) Except as provided in  subsection I of this Article 29,  Landlord
shall not be liable to Tenant in any way for any  interruption,  curtailment  or
failure or defect in the supply or  character  of  electricity  furnished to the
Premises  by reason of any  requirement,  act or  omission of Landlord or of any
utility or other  company  servicing the Building  with  electricity  or for any
other reason except Landlord's gross negligence or willful misconduct. If either
the  quantity or character  of  electrical  service is changed by the utility or
other  company  supplying  electrical  service to the  Building  or is no longer
available or suitable for Tenant's requirements, no such


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change,   unavailability   or  unsuitability   shall  constitute  an  actual  or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations  under this
Lease,  or impose any  liability  upon  Landlord,  or its  agents,  by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business,  or otherwise,  provided the foregoing shall not be deemed a waiver of
Tenant's right to claim a constructive eviction by reason thereof.

        I. Interruption of Services. Landlord reserves the right to stop service
of  the  heating,  air-conditioning,   ventilation,  the  elevator,  electrical,
plumbing,  condenser  water or other  mechanical  systems or  facilities  in the
Building  and  cleaning  services  when  necessary,  by  reason of  accident  or
emergency, or for repairs, additions, alterations,  replacements, decorations or
improvements in the reasonable judgment of Landlord desirable or necessary to be
made, until said repairs, additions, alterations,  replacements,  decorations or
improvements  shall  have been  completed;  provided,  however,  Landlord  shall
endeavor to give Tenant reasonable advance notice of any planned interruption of
service.  Landlord shall have no  responsibility  or liability for interruption,
curtailment or failure to supply heat, air-conditioning,  ventilation or outside
air, elevator, plumbing, condenser water, electricity or cleaning when prevented
by  exercising  its right to stop  service  or by  strikes,  labor  troubles  or
accidents or by any cause whatsoever reasonably beyond Landlord's control, or by
failure of  independent  contractors  to perform  or by laws,  orders,  rules or
regulations of any federal,  state,  county or municipal  authority  (including,
without limitation,  regulations may require the removal of CFC's as well as the
alteration or replacement of equipment  utilizing CFC's), or failure of suitable
fuel supply, or inability by exercise of reasonable diligence to obtain suitable
fuel or by reason of  governmental  preemption  in  connection  with a  National
Emergency or by reason of the conditions of supply and demand which have been or
are  affected  by war or other  emergency.  The  exercise  of such right or such
failure by Landlord shall not constitute an actual or constructive  eviction, in
whole or in part, or entitle Tenant to any  compensation  or to any abatement or
diminution of Rent,  or relieve  Tenant from any of its  obligations  under this
Lease,  or  Impose  any  liability  upon  Landlord  or its  agents  by reason of
inconvenience  or annoyance to Tenant,  or injury to or interruption of Tenant's
business,  or otherwise.  Notwithstanding  anything to the contrary contained in
this Lease,  if Landlord fails to take such measures as may be reasonable  under
the circumstances to restore an "essential"  service or services (which, for the
purposes  of this  subsection  I,  shall be  deemed to mean  passenger  elevator
service (a minimum of one (1)  elevator),  electricity  and heat  required to be
furnished  by  Landlord  pursuant  to the terms of this  Lease  within  ten (10)
consecutive  business days after Tenant has notified  Landlord that such service
has ceased (or such longer  period of time as is  necessary  given the nature of
the needed repair or maintenance, so long as Landlord is diligently pursuing the
cure thereof to substantial completion) (a "Substantial Services Failure") which
failure  renders the Premises or any "material  portion"  thereof not reasonably
unusable (as  reasonably  determined by Landlord) and as a result thereof Tenant
ceases to conduct its business  therein,  provided and upon the  condition  that
this Lease is in full  force and  effect and Tenant is not in default  hereunder
beyond applicable  notice and grace periods,  the Rent and additional rent shall
be abated in the  proportion  by which the portion of the Premises  which is not
reasonably  usable  and is not used by  Tenant  bears to the  total  area of the
Premises,  commencing  on the  expiration  of such ten (10)  business day period
until the date such repair is made or maintenance completed. For the purposes of
this  subsection  I, the  term  "material  portion"  shall  mean  not less  than
twenty-five (25%) percent of the area on any floor of the Premises. In the event
Landlord is unable to cure a  Substantial  Services  Failure  because of a force
majeure event or any other


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reason beyond the reasonable control of Landlord including,  without limitation,
the  acts or  omissions  of  Tenant  or any of  Tenant's  agents,  employees  or
contractors, then the ten (10) business day period shall be extended one (1) day
for each  day  such  event of  force  majeure  or  other  impossibility  exists.
Notwithstanding  the foregoing remedy,  Landlord agrees to diligently pursue the
restoration  of  interrupted  services.  A copy of any  notice  from  Tenant  to
Landlord  given  pursuant  to this  subsection  I shall not be deemed  effective
unless and until a copy of said notice is sent  simultaneously  to the holder of
any Mortgage  encumbering the Building whose address has been provided to Tenant
or with whom Tenant has entered in a subordination  agreement in accordance with
Article 7 hereof.

        J. Desk Attendants.  Landlord currently provides a desk attendant at the
Fifth Avenue  entrance to the Building seven (7) days a week,  twenty-four  (24)
hours  a  day;  provided,  however,  Landlord  reserves  the  right  to  provide
electronic security and/or other means of limited access to the Building in lieu
thereof  at any time (and  from  time to time)  during  the Term  hereof,  as is
customarily  provided in  comparable  buildings in midtown  Manhattan.  Landlord
agrees  that  Tenant  may also  station a desk  attendant  at the  Fifth  Avenue
entrance  to the  Building  and may  install a  reception  desk  (and  telephone
equipment)  for such  attendant  at Tenant's  sole cost and expense  pursuant to
plans first reviewed and reasonably approved by Landlord.

30.     PARTNERSHIP TENANT.

        A.  Partnership  Tenants.  In the event Tenant's  interest in this Lease
shall  hereafter be assigned to a  partnership  (or to two (2) or more  persons,
individually  and as co-partners  of a partnership)  pursuant to Article 12 (any
such  partnership  and such  persons  are  referred  to in this  Article 30 as a
"Partnership  Tenant"),  the following provisions of this Article 30 shall apply
to such Partnership  Tenant: (i) the liability of each of the parties comprising
a  Partnership  Tenant shall be joint and several,  and (ii) each of the parties
comprising a Partnership  Tenant hereby consents in advance to, and agrees to be
bound by, any written  instrument  which may  hereafter be  executed,  changing,
modifying or discharging this Lease, in whole or in part, or surrendering all or
any part of the Premises to Landlord, and by any notices,  demands,  requests or
other  communications which may hereafter be given by a Partnership Tenant or by
any of the  parties  comprising  a  Partnership  Tenant,  and (iii)  any  bills,
statements, notices, demands, requests or other communications given or rendered
to a  Partnership  Tenant  and to all  such  parties  shall  be  binding  upon a
Partnership Tenant and all such parties,  and (iv) if a Partnership Tenant shall
admit new general  partners,  all of such new general  partners  shall, by their
admission to a Partnership  Tenant, be deemed to have assumed performance of all
of the terms,  covenants  and  conditions  of this Lease on Tenant's  part to be
observed and performed, and (v) a Partnership Tenant shall give prompt notice to
Landlord of the admission of any such new partners, and upon demand of Landlord,
shall  cause each such new  partner  to  execute  and  deliver  to  Landlord  an
agreement in form  reasonably  satisfactory  to Landlord,  wherein each such new
partner shall assume  performance of all the terms,  covenants and conditions of
this Lease on Tenant's part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such  agreement to Landlord  shall vitiate the provisions
of subdivision (iv) of subsection A of this Article 30).

        B. Limited  Liability Entity.  Notwithstanding  anything to the contrary
contained herein, if Tenant is a limited or general partnership (or is comprised
of two (2) or more persons,


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individually  or as  co-partners),  the change or  conversion of Tenant to (i) a
limited liability company,  (ii) a limited liability  partnership,  or (iii) any
other entity which possesses the  characteristics of limited liability (any such
limited  liability   company,   limited  liability   partnership  or  entity  is
collectively  referred to as a "Limited Liability Successor  Entity"),  shall be
prohibited  unless the prior  written  consent of  Landlord is  obtained,  which
consent may be withheld  in  Landlord's  sole  discretion.  Notwithstanding  the
foregoing,  Landlord agrees not to  unreasonably  withhold or delay such consent
provided that:

           (a)  The  Limited  Liability  Successor  Entity  succeeds  to  all or
substantially all of Tenant's business and assets;

           (b) The Limited  Liability  Successor  Entity shall have a net worth,
determined  in  accordance  with  generally  accepted   accounting   principles,
consistently applied, of not less than the greater of the net worth of Tenant on
(1) the date of execution of this Lease,  or (2) the day  immediately  preceding
the proposed effective date of such conversion;

           (c)  Tenant  is not in  default  of any of the  terms,  covenants  or
conditions of this Lease on the proposed effective date of such conversion;

           (d) Tenant shall cause each general  partner of Tenant to execute and
deliver  to  Landlord  an  agreement,  in form  and  substance  satisfactory  to
Landlord,  wherein each such general partner agrees to remain  personally liable
for all of the  terms,  covenants  and  conditions  of this Lease that are to be
observed and performed by the Limited Liability Successor Entity; and

           (e) Tenant shall  reimburse  Landlord  within ten (10)  business days
following  demand by Landlord for any and all reasonable costs and expenses that
may be incurred by Landlord in  connection  with said  conversion of Tenant to a
Limited  Liability  Successor  Entity,   including,   without  limitation,   any
attorney's fees and disbursements.

31.     VAULT  SPACE.  Any  vaults,  vault  space or  other  space  Outside  the
boundaries  of the Real  Property,  notwithstanding  anything  contained in this
Lease or  indicated  on any sketch,  blueprint  or plan are not  included in the
Premises.  Landlord makes no representation as to the location of the boundaries
of the Real Property. All vaults and vault space and all other space outside the
boundaries of the Real  Property  which Tenant may be permitted to use or occupy
is to be used or occupied  under a revocable  license,  and if any such  license
shall be revoked, or if the amount of such space shall be diminished or required
by any Federal,  State or Municipal  authority or by any public utility company,
such  revocation,  diminution or  requisition  shall not constitute an actual or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations  under this
Lease, or impose any liability upon Landlord.  Any fee, tax or charge imposed by
any governmental  authority for any such vaults, vault space or other space used
or occupied by Tenant shall be paid by Tenant.

32.     INTENTIONALLY DELETED.


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

34.     ADDITIONAL DEFINITIONS.

        A. Office. The term "office" or "offices",  wherever used in this Lease,
shall not be construed to mean premises used as a store or stores,  for the sale
or display,  at any time, of goods,  wares or merchandise,  of any kind, or as a
restaurant,  shop,  booth,  bootblack or other stand,  barber shop, or for other
similar purposes or for manufacturing.

        B. Re-entry.  The words  "re-enter" and "re-entry" as used in this Lease
are not restricted to their technical legal meaning.

        C. Rent.  The term "rent" as used in this Lease shall mean and be deemed
to include Rent, any increases in Rent,  all additional  rent and any other sums
payable hereunder.

        D. Business Days.  The term "business  days" as used in this Lease shall
exclude  Saturdays,  Sundays  and all days  observed  by the  State  or  Federal
Government as legal holidays and union holidays for those unions that materially
affect the delivery of services in the Building.

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

36.     BROKER.  Each party represents and warrants to the other that such party
has dealt  directly  with (and only  with),  the Broker (as defined in Article 1
herein) as broker in connection with this Lease,  and that insofar as such party
knows no other broker  negotiated this Lease or is entitled to any commission in
connection therewith;  and each party covenants and agrees to pay, hold harmless
and  indemnify  the other  party  from and  against  any and all  cost,  expense
(including  reasonable  attorney's  lees)  or  liability  for any  compensation,
commissions  or charges  claimed by any broker or agent,  other than the Broker,
with  respect  to this  Lease or the  negotiations  thereof,  arising  from such
party's acts, conduct or conversations. The execution and delivery of this Lease
by Landlord  shall be  conclusive  evidence  that  Landlord  has relied upon the
foregoing representation and warranty.  Landlord shall pay any commission earned
by the Broker in connection  with this Lease in accordance  with and pursuant to
the terms of a  separate  agreement  between  Landlord  and the Broker and shall
indemnify Tenant with respect thereto.

37.     INDEMNITY.  Tenant  shall not do or  permit  any act or thing to be done
upon the Premises which may subject Landlord to any liability or  responsibility
for injury,  damages to persons or property or to any liability by reason of any
violation  of law or of any legal  requirement  of public  authority,  but shall
exercise such control over the Premises as to fully protect Landlord against any
such liability.  Tenant agrees to indemnify and save harmless  Landlord from and
against all liabilities,  obligations,  damages,  penalties,  claims,  costs and
expenses,  including  reasonable attorney fees, incurred or arising from (i) any
act,  omission or  negligence of Tenant,  its  contractors,  licensees,  agents,
employees,  invitees or  visitors,  including  any claims  arising from any act,
omission or negligence of Landlord and Tenant (except to the


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extent that Landlord is determined  by a court of competent  jurisdiction  to be
contributorily negligent), (ii) any accident, injury or damage whatsoever caused
to any person or to the property of any person and occurring  during the Term in
or about the  Premises,  (iii)  any  accident,  injury or damage to any  person,
entity or property,  occurring  outside of the  Premises but anywhere  within or
about the Real  Property,  where such  accident,  injury or damage results or is
claimed to have resulted  from an act or omission of Tenant or Tenant's  agents,
employees,  invitees or  visitors,  including  any claims  arising from any act,
omission  or  negligence  of  Landlord  and Tenant  (except  to the extent  that
Landlord is determined by a court of competent jurisdiction to be contributorily
negligent),  (iv) any  breach,  violation  or  nonperformance  of any  covenant,
condition  or  agreement  in this Lease set forth and  contained  on the part of
Tenant to be fulfilled,  kept,  observed and performed and (v) Tenant, or any of
Tenant's contractors, licensees, agents, employees, invitees or visitors causing
or permitting  any Hazardous  Substance (as  hereinafter  defined) to be brought
upon, kept or used in or about the Premises or the Real Property or any seepage,
escape or release of such Hazardous Substances.  The term "Hazardous Substances"
shall mean,  collectively,  (a) asbestos and  polychlorinated  biphenyls and (b)
hazardous  or  toxic  materials,   wastes  and  substances  which  are  defined,
determined and identified as such pursuant to any law. Tenant's  liability under
this  Lease  extends  to the  acts  and  omissions  of  any  subtenant  and  any
contractor,  licensee, agent, employee,  invite, or visitor of any subtenant. As
used herein and in all other  provisions  in this Lease  containing  indemnities
made for the benefit of Landlord,  the term  "Landlord"  shall mean the Landlord
herein named and its managing agent and their respective parent companies and/or
corporations, their respective controlled, associated, affiliated and subsidiary
companies and/or corporations and their respective members, officers,  partners,
agents, consultants, servants, employees, successors and assigns. This indemnity
and hold harmless agreement shall include indemnity from and against any and all
liability,  fines,  suits,  demands,  costs and  expenses  of any kind or nature
incurred in or in connection with any such claim or proceeding  brought thereon,
and the defense thereof.

38.     ADJACENT  EXCAVATION  SHORING.  If an excavation shall be made upon land
adjacent to the Premises, or shall be authorized to be made, Tenant shall afford
to the person causing or authorized to cause such  excavation,  license to enter
upon the  Premises  for the purpose of doing such work as said person shall deem
necessary  to  preserve  the wall or the  Building  from injury or damage and to
support  the same by  proper  foundations  without  any  claim  for  damages  or
indemnity against Landlord, or diminution or abatement of Rent.

39.     MISCELLANEOUS.

        A. No Offer.  This Lease is offered  for  signature  by Tenant and it is
understood  that this Lease shall not be binding upon Landlord  unless and until
Landlord  shall have executed and delivered a fully  executed copy of this Lease
to Tenant.

        B.  Certificates.  From time to time, within ten (10) business days next
following  request by Landlord or the  mortgagee  of a  Mortgage,  Tenant  shall
deliver to Landlord or such mortgagee,  as the case may be, a written  statement
executed and acknowledged by Tenant, in form reasonably satisfactory to Landlord
or such mortgagee,  (i) stating that this Lease is then in full force and effect
and has not been  modified (or if modified,  setting  forth all  modifications),
(ii) setting forth the date to which the Rent, additional rent and other charges
hereunder  have been paid,  together  with the amount of fixed base monthly Rent
then payable, (iii) stating


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whether or not, to the best  knowledge of Tenant,  Landlord is in default  under
this Lease, and, if Landlord is in default, setting forth the specific nature of
all such  defaults,  (iv) stating the amount of the security  deposit under this
Lease, (v) stating whether there are any subleases affecting the Premises,  (vi)
stating the address of Tenant to which all notices and communications  under the
Lease shall be sent,  (vii)  stating the  Commencement  Date and the  Expiration
Date,  and (viii) as to any other  matters  reasonably  requested by Landlord or
such mortgagee.  Tenant  acknowledges that any statement  delivered  pursuant to
this  subsection  B may be  relied  upon by any  purchaser  or owner of the Real
Property or the  Building,  or  Landlord's  interest in the Real Property or the
Building or any Superior  Lease,  or by any  mortgagee of a Mortgage,  or by any
assignee of any  mortgagee  of a Mortgage,  or by any lessor  under any Superior
Lease.

        C. Directory Listings.  Landlord agrees to provide Tenant, at Landlord's
sole cost and  expense,  with  Tenant's  Proportionate  Share of listings on the
directory in the lobby of the Building.

        D. Authority. If Tenant is a corporation or partnership, each individual
executing  this Lease on behalf of Tenant  hereby  represents  and warrants that
Tenant is a duly formed and validly  existing entity qualified to do business in
the State of New York and that  Tenant has full right and  authority  to execute
and  deliver  this  Lease and that each  person  signing  on behalf of Tenant is
authorized to do so.

        E.   Signage.   Provided  the  Tenant   herein  named  and  its  related
corporations occupy not less than sixty percent (60%) of rentable square feet of
the  Premises,  and  provided  that this  Lease is in full  force and effect and
Tenant is not in default  hereunder beyond  applicable notice and grace periods,
subject to and condition to upon the  provisions  set forth  herein,  Tenant may
install a signage  plaque on the Fifth  Avenue  entrance  to the  Building  at a
location  designated  by  Landlord  and  install  a signage  plaque on  Tenant's
reception  desk located at the Fifth Avenue  entrance to the Building,  provided
and upon the  condition  that  (i)  Tenant  installs  such  signage  at its sole
expense,  (ii) Tenant complies with all applicable  requirements of law relating
to such  signage and obtains all  permits and  licenses  required  for the same,
(iii) Tenant makes all  necessary  repairs to such signage and keeps the same in
good  condition  and repair  throughout  the Term,  and (iv) Tenant has obtained
Landlord  prior  written of such signage  (including,  without  limitation,  the
weight,  dimensions,  color, finish,  material,  general design and installation
requirements thereof), which consent shall not be unreasonably withheld, delayed
or  conditioned  provided  such signage is  compatible  with the  character  and
general appearance of the Building.  Except as expressly set forth above, Tenant
shall not exhibit,  inscribe,  paint or affix any sign,  canopy,  advertisement,
notice or other  lettering  on any portion of the Building or the outside of the
Premises without the prior written consent of Landlord in each instance.  A plan
of all signage or other lettering proposed to be exhibited,  inscribed,  painted
or affixed on the entry  door(s) to the Premises  shall be prepared by Tenant in
conformity with building standard signage requirements (if any) and submitted to
Landlord  for  Landlord's  consent,  which  consent  shall  not be  unreasonably
withheld,  conditioned  or delayed.  Upon the  granting of  Landlord's  consent,
Tenant  may  install  such  signage  at  Tenant's  sole cost and  expense.  Upon
installation of any such signage or other  lettering,  such signage or lettering
shall  not  be  removed,  changed  or  otherwise  modified  in any  way  without
Landlord's prior written approval,  which approval shall be granted or denied in
accordance   with  the   provisions  of  this   subparagraph   D.  Any  signage,
advertisement,  notice or other lettering  which shall be exhibited,  inscribed,
painted or affixed by or on behalf of


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Tenant in violation of the provisions of this section may be removed by Landlord
and the cost of any such  removal  shall be paid by Tenant as  additional  rent.
Tenant shall not exhibit,  inscribe,  paint or affix on any part of the Premises
or the Building visible to the general public any signage or lettering including
the words "temporary" or "personnel".

        F. Consents and  Approvals.  All references in this Lease to the consent
or approval of Landlord shall be deemed to mean the written  consent of Landlord
or the written approval of Landlord and no consent or approval of Landlord shall
be effective  for any purpose  unless such consent or approval is set forth in a
written  instrument  executed by  Landlord.  Wherever  in this Lease  Landlord's
consent or approval is required,  if Landlord shall delay or refuse such consent
or  approval,  Tenant in no event shall be entitled  to make,  nor shall  Tenant
make, any claim, and Tenant hereby waives any claim for money damages (nor shall
Tenant claim any money damages by way of set-off, counterclaim or defense) based
upon any claim or assertion  by Tenant that  Landlord  unreasonably  withheld or
unreasonably  delayed its consent or approval.  Tenant's sole remedy shall be an
action or proceeding to enforce any such  provision,  for specific  performance,
injunction or declaratory judgment.

        G.  Governing  Law.  This Lease shall be deemed to have been made in New
York County, New York, and shall be construed in accordance with the laws of New
York. All actions or proceedings relating, directly or indirectly, to this Lease
shall be  litigated  only in  courts  located  within  the  County  of New York.
Landlord and Tenant,  any guarantor of the  performance of Tenant's  obligations
hereunder and their respective successors and assigns, hereby subject themselves
to the jurisdiction of any state or federal court located with such county,  and
shall be subject to service  provided that the terms,  provisions and conditions
of Article 27 are adhered to.

        H.  Financial   Statements.   Tenant  shall  furnish  Landlord  annually
throughout  the Term,  within  ninety  (90) days  following  the end of Tenant's
fiscal  year  (or  within  five  (5)  business  days  after  Landlord's  request
therefor),  an updated,  current financial statement of Tenant, Tenant's general
partners and any guarantors of this Lease,  which statement shall be audited (if
available);  provided,  however,  Landlord hereby  acknowledges  and agrees that
provided CIBC World Markets Corp.  remains primarily liable hereunder,  Landlord
agrees to accept  the  consolidated  financial  statements  of  Tenant's  parent
company,  Canadian  Imperial Bank of Commerce,  in satisfaction of the foregoing
obligation.

40.     HAZARDOUS  SUBSTANCES.  Tenant  shall not use nor permit  the  presence,
handling, use, storage or transportation of Hazardous Substances in or about the
Premises or the Building and Tenant shall, at its sole cost and expense, perform
any and all Remedial Work arising from,  growing out of or related to any breach
of the foregoing  covenant by Tenant.  The term  "Remedial  Work" shall mean all
investigation, monitoring, restoration, abatement, detoxification,  containment,
handling,  treatment,  removal, storage,  decontamination,  clean-up, transport,
disposal or other  ameliorative work or response action undertaken in connection
with (a) any "Environmental Laws" (as hereinafter defined), (b) any order of any
governmental   authority  having  jurisdiction  over  the  Premises  and/or  the
Building,  or (c) any final judgment,  consent decree,  settlement or compromise
with respect to any "Hazardous Substances Claims" (as hereinafter defined).  The
term "Hazardous Substances Claims" shall mean any and all enforcement, clean-up,
removal, remedial or other governmental or regulatory actions,


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agreements or orders threatened in writing,  instituted or completed pursuant to
any  Environmental  Laws and any and all  other  actions,  proceedings,  claims,
written  demands or causes of action,  whether  meritorious  or not  (including,
without  limitation,  third party claims for contribution,  indemnity,  personal
injury or real or personal  property  damage),  that,  in each case,  relate to,
arise  from or are  based,  in whole or in part,  on the  occurrence  or alleged
occurrence of any violation or alleged violation of or responsibility  under any
applicable  Environmental Law relating to the Premises and/or the Building or to
the ownership,  use,  occupation or operation thereof.  The term  "Environmental
Laws" shall mean any and all present  and future  federal,  state and local laws
(whether under common law, statute,  ordinance,  rule, regulation or otherwise),
court or administrative  orders or decrees,  requirements of permits issued with
respect  thereto,  and other  requirements  of governmental  authorities  having
jurisdiction over the Premises and/or the Building relating to protection of the
environment, to public health and safety or any Hazardous Substances (including,
without limitation, the Comprehensive Environmental Response,  Compensation, and
Liability  Act of  1980  ("CERCLA"),  42  U.S.C.  Sections  9601,  et  seq.,  as
heretofore  or hereafter  amended from time to time).  Notwithstanding  anything
contained  herein  to the  contrary,  Tenant  shall not be  responsible  for any
Remedial Work unless the Hazardous  Substances  requiring such Remedial Work are
brought onto the Premises or any other part of the Building,  or are required by
reason of any Alterations performed, by Tenant or Tenant's employees,  agents or
contractors.  Landlord shall, at its sole cost and expense,  perform any and all
Remedial Work required by reason of the presence of Hazardous  Substances in the
Premises on the date hereof,  unless Tenant is required to perform such Remedial
Work pursuant to the terms of the preceding Sentence.

41.     TENANT'S EXPANSION OPTION.

        A.  Expansion  Space.  Tenant  shall  have the  option  to lease (i) the
penthouse  level of the Building  (the  "Penthouse  Expansion  Space"),  as more
particularly  shown on Exhibit 1-E annexed  hereto and made a part hereof and/or
(ii) the balance of the tenth (10th) floor of the  Building  designated  as Room
1015,  Room 1016-19 and Room 1026  (individually  and  collectively,  the "Tenth
Floor  Expansion  Space"),  as more  particularly  shown  hatched on Exhibit 1-F
annexed  hereto and made a part hereof,  exercisable by notice to Landlord given
no later than  December 31, 2001 with respect to the Penthouse  Expansion  Space
and no later than  December 31, 2002 with  respect to the Tenth Floor  Expansion
Space (or within ten (10) business days following  notice from Landlord that the
Penthouse Expansion Space or Room 1026 are becoming available for lease prior to
the expiration dates of the respective  existing leases  thereof),  provided and
upon the  condition  that this Lease shall be in full  force,  effect and Tenant
shall not be in default hereunder beyond applicable notice and grace periods and
this Lease shall not have been assigned.  The Penthouse  Expansion Space and the
Tenth  Floor  Expansion  Space  (and  each  portion   thereof)  are  hereinafter
individually and  collectively  referred to as the "Expansion  Space".  Tenant's
right to lease the Tenth Floor Expansion Space shall be further conditioned upon
Tenant (and its related  corporations)  being in use and  occupancy  of, and not
subleasing,  the entire  Tenth  Floor  Space and either (i) the entire  Eleventh
Floor or (ii) at least sixty (60%) percent of the rentable square footage of the
balance of the Premises.  If Tenant exercises its option as aforesaid,  Landlord
shall deliver  possession  of the Expansion  Space (which is the subject of such
exercise) to Tenant as soon as reasonably practicable,  on such date as Landlord
shall notify Tenant in writing, subject to delays beyond Landlord's control (the
date(s) of  delivery of  possession  of the  Expansion  Space to Tenant are each
hereinafter referred


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to as the "Expansion Space  Commencement  Date").  In the event Tenant exercises
its option to lease Room 1015 or Room  1016-19,  Tenant  shall be deemed to have
irrevocably  exercised  its right to lease  both Room 1015 and Room  1016-19  in
accordance  with the provisions of this Article 41;  provided,  however,  Tenant
shall not be deemed to have exercised its right to lease Room 1026 unless Tenant
expressly  elects to do so and the  definition  of Tenth Floor  Expansion  Space
shall be deemed to mean only  those  portions  of the tenth  (10th)  floor  that
Tenant exercises its right to lease hereunder.

        B. Terms.  From and after each Expansion Space  Commencement  Date, this
Lease shall be deemed modified, as applicable, as follows:

           (i) the term  "Premises"  as  defined  in  subsection  A of Article 1
hereof shall be deemed to include the applicable Expansion Space; and

           (ii) with respect to the  Penthouse  Expansion  Space only,  the term
"Rent" as defined in  subsection B of Article 1 hereof shall be increased by (a)
per annum during the period commencing on the Expansion Space  Commencement Date
through and including the day immediately  preceding the date on which the fifth
(5th)  anniversary of the Commencement Date shall occur and (b) per annum during
the period  commencing on the date on which the fifth (5th)  anniversary  of the
Commencement Data shall occur through and including the Expiration Date;

           (iii) with respect to the Tenth Floor  Expansion Space only, the term
"Rent" as defined in  subsection B of Article 1 hereof shall be increased by the
product of the  rentable  square  footage of the  Expansion  Space (as set forth
below) times (a) per annum during the period  commencing on the Expansion  Space
Commencement  Date through and including the day immediately  preceding the date
on which the fifth (5th)  anniversary of the  Commencement  Date shall occur and
(b) per annum during the period  commencing on the date on which the fifth (5th)
anniversary  of the  Commencement  Date shall occur  through and  including  the
Expiration Date;

           (iv) the term "Tenant's Proportionate Share" as defined in subsection
B of Article 1 hereof  shall be  increased  by the  percentage  amount  that the
rentable  square  footage of the  Expansion  Space bears to the rentable  square
footage of the Building; and

           (v) the term  "Labor Rate  Multiple"  as defined in  subsection  B of
Article 1 hereof  shall be  increased  by the  rentable  square  footage  of the
Expansion Space, as set forth below.

In all  other  respects,  the  terms  and  conditions  contained  in this  Lease
(including base years for determining  escalations) shall remain unmodified.  In
the event that Tenant fails to timely  exercise its right as  aforesaid,  Tenant
shall be deemed to have waived its rights under this Article with respect to the
Expansion  Space,  Landlord shall have the absolute right to lease the Expansion
Space or any part thereof to any other person or entity and Tenant shall have no
further  rights with respect to the  Expansion  Space.  For the purposes of this
Article  41,  the  rentable   square  footage  of  the  Expansion   Space  shall
conclusively be deemed to be the following: (w) Penthouse Expansion Space, 1,616
rentable square feet, (x) Room 1015, 2,499


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rentable square feet, (y) Room 1016-1019, 2,031 rentable square feet and (z) Rom
1026, 9094 rentable  square feet. The Penthouse  Expansion Space shall be deemed
to include  the one  marked  "common  area" on Exhibit E.

        C. Failure to Deliver  Expansion  Space.  In the event that Tenant shall
have exercised its option to lease the applicable  Expansion  Space and Landlord
shall  thereafter  fail to deliver all or any portion of such Expansion Space on
or before the date(s) upon which Landlord anticipates such Expansion Space could
be delivered to Tenant,  then in such event,  this Lease and the  provisions  of
this Article 41 shall not be effected  and Landlord  shall not be subject to any
liability  therefor.  Landlord  anticipates that the Tenth Floor Expansion Space
will be available  for  delivery to Tenant on or about  January 1, 2004 and that
the  Penthouse  Expansion  Space will be available  for delivery to Tenant on or
about  April 1, 2002.  Notwithstanding  the  foregoing  however,  if Landlord is
unable to deliver possession of all or any portion of the Expansion Space due to
a holdover by the existing tenant,  Landlord agrees to use reasonable efforts to
obtain  possession of the Expansion  Space.  For the purpose of this Article 41,
the term "reasonable  efforts" shall mean that Landlord shall promptly  commence
and diligently  prosecute a holdover  proceeding  against the existing tenant to
the extent it is reasonable to do so under the circumstances.

        D. As Is. Tenant  agrees to accept the  Expansion  Space in its then "as
is" condition and understands and agrees that Landlord shall perform no work and
incur no cost or expense in  connection  with the  preparation  of the Expansion
Space for  Tenant's  occupancy,  except  that with  respect  to the Tenth  Floor
Expansion Space only, Landlord shall, at it sole cost and expense,  demolish the
existing tenant  improvements  therein prior to the Expansion Space Commencement
Date and  reimburse  Tenant  for the cost  incurred  by  Tenant  to  install  an
Air-Conditioning  System in the Tenth Floor  Expansion  Space,  at a cost not to
exceed (i) the amount of with respect to Room 1026 and (ii) the aggregate amount
of with respect to Room 1015 and Room 1016-19,  payable in  accordance  with the
provisions of Schedule B hereof.

        E. Rights  Personal.  The  expansion  option  described  hereinabove  is
personal to the Tenant  named herein and shall not be available to any person or
entity other than the Tenant  named herein  including  without  limitation,  any
permitted subtenant,  successor or assign of the Tenant named herein, other than
a related  corporation  that takes an  assignment  of Lease in  accordance  with
subsection L of Article 12 hereof.

        F. Lease  Amendment.  In the event that Tenant shall have  exercised its
right as  aforesaid,  Landlord  and Tenant shall enter into an amendment of this
Lease in form and substance  reasonably  satisfactory to Landlord  setting forth
the terms of the inclusion of the Expansion  Space in the Premises.  If Landlord
and Tenant fail to mutually execute an amendment of this Lease as aforesaid, the
Expansion Space shall be deemed to be included within the Premises  without such
written  amendment upon the terms,  conditions and provisions  contained in this
Lease.

42.     SATELLITE  DISH.  Provided  this Lease shall be in full force and effect
and Tenant shall not then be in default  hereunder beyond  applicable notice and
grace  periods,  Tenant may, at its sole cost and  expense,  install and operate
during the Term up to one (1) satellite  antenna  receiving  dish or terrestrial
microwave antenna (hereinafter the "Satellite Antenna") on the roof


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of the  Building at a location to be  designated  by  Landlord,  and  reasonably
acceptable to Tenant,  in an area consisting of  approximately  200 square feet,
including any guy wires (hereinafter the "Installation  Area"). The Installation
of such Satellite Antenna shall be subject to the following:

        A. Tenant shall not install or operate the  Satellite  Antenna  until it
receives  prior written  approval from  Landlord,  which  approval  shall not be
unreasonably  withheld or delayed  provided,  and on the  condition  that Tenant
submits plans and  specifications for the installation of the Satellite Antenna,
which plans and specifications  prepared by an architect or engineer licensed in
the State of New York and stamped and  certified  by such  architect or engineer
are reasonably  acceptable to Landlord.  Prior to commencing such  installation,
Tenant shall provide  Landlord with (i) copies of all required  governmental and
quasi-governmental permits, licenses and authorizations which Tenant will obtain
at its own  expense  and which  Tenant  will  maintain  at all times  during the
installation  of the  Satellite  Antenna;  and (ii) a  certificate  of insurance
evidencing  insurance coverage as required by this Lease and any other insurance
reasonably  required by  Landlord  for the  installation  and  operation  of the
Satellite  Antenna.  Landlord  may  withhold  approval  if, in  Landlord's  sole
judgment,  the installation or operation of the Satellite Antenna may damage the
structural integrity of the Building.

        B. Tenant  warrants  and  represents  that (i) Tenant  shall  repair any
damage to the roof of the Building or otherwise  caused by the  installation  or
operation  of the  Satellite  Antenna,  (ii) the  maintenance  of the  Satellite
Antenna on the roof or the operation  thereof shall not cause  interference with
any  telecommunications,  mechanical  or  other  systems  either  located  at or
servicing  the  Building  (whether  belonging  to or utilized by Landlord or any
other  tenant or  occupant  of the  Building)  or  located at or  servicing  any
building,  premises or location in the vicinity of the Building  limited however
to that permissible under applicable F.C.C.  regulations to the extent that such
regulations  apply,  and  (iii) the  installation,  existence,  maintenance  and
operation  of the  Satellite  Antenna  shall not  constitute  a violation of any
applicable laws, ordinances,  rules, orders,  regulations,  etc. of any Federal,
State, county and municipal authorities having jurisdiction thereover.

        C. The  installation  of the Satellite  Antenna shall be made subject to
and in accordance  with all of the provisions of this Lease  (including  without
limitation,  Article 3). The  contractors  performing  the  installation  of the
Satellite  Antenna and/or  performing any work on or to the roof of the Building
shall be reasonably approved by Landlord prior to the commencement of any work.

        D. Landlord agrees that the Installation Area shall be made available to
Tenant,  for use by Tenant,  at  Tenant's  option,  until  October 1, 2003.  The
Installation  Area shall  thereafter be made  available to Tenant as required by
Tenant only if available  and not  theretofore  committed to any other tenant or
for any other use.

        E. Tenant shall pay to Landlord the amount,  if any, by which Landlord's
insurance costs or real estate taxes increase as a result of the installation of
the Satellite Antenna and Tenant shall pay such increase each year as additional
rent upon receipt of a bill from Landlord.

        F. Tenant  covenants  and agrees that the  installation,  operation  and
removal of the  Satellite  Antenna  will be at its sole risk.  Tenant  agrees to
indemnify and defend Landlord and


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Landlord's managing agent against all claims, actions, damages,  liabilities and
expenses  including  reasonable  attorney's  fees in connection with the loss of
life,  personal  injury,  damage to  property  or  business or any other loss or
injury  or as a  result  of any  litigation  arising  out  of the  installation,
operation or removal of the Satellite Antenna.

        G. Landlord,  at its sole option,  may require Tenant, at any time prior
to the Expiration Date, to terminate the operation of the Satellite  Antenna if,
in Landlord's sole but reasonable judgment, it is causing physical damage to the
structural  integrity of the  Building,  materially  interfering  with any other
service  provided to other tenants in the Building or interfering with any other
tenant's business,  in excess of that permissible under F.C.C.  regulations,  to
the extent that such regulations  apply and such  regulations  shall not require
such tenants or those  providing  such  services to correct  such  interference.
Notwithstanding  the  foregoing  however,  if Tenant can  correct  the damage or
disturbance   caused  by  the  Satellite   Antenna  to   Landlord's   reasonable
satisfaction,  Tenant may restore its operation. If the Satellite Antenna is not
corrected and restored to operation  within thirty (30) days,  Landlord,  at its
sole option,  may require that Tenant remove the  Satellite  Antenna at Tenant's
expense.

        H. At the  expiration  or  sooner  termination  of this  Lease,  or upon
termination of the operation of the Satellite Antenna (pursuant to paragraph (G)
of this Article 42), or  revocation of any license  issued,  Tenant shall remove
the  Satellite  Antenna  from the  Building at Tenant's  sole cost and  expense.
Tenant  shall leave the  Installation  Area in good order and repair.  If Tenant
does not remove the Satellite  Antenna when so required and restore the roof, as
herein provided,  Tenant hereby authorizes Landlord to remove and dispose of the
Satellite  Antenna and restore the roof as herein  provided and to charge Tenant
for all costs and expenses incurred in connection therewith.

43.     PURCHASE OF PERSONALTY.  Tenant hereby agrees that  simultaneously  with
the  execution  and delivery of this Lease by Tenant,  Tenant  shall  deliver an
official  bank check in the amount of payable to the  account of  Predictive  in
consideration  of the purchase by Tenant from  Predictive of certain  furniture,
furnishings  and  equipment  located on the Eleventh  Floor  (collectively,  the
"FF&E"), which check shall be held in escrow by Landlord's attorneys pending (a)
the execution and  unconditional  delivery of the  surrender  agreement  between
Landlord and  Predictive  and (b) the  execution by  Predictive  and delivery to
Tenant  of a bill of sale  transferring  all of  Predictive's  right,  title and
interest  in and to the  FF&E to  Tenant,  at  which  time  the  check  shall be
delivered to Predictive.

                             SIGNATURE PAGE FOLLOWS


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

EBS FIFTH PROPERTY ASSOCIATES LLC, Landlord
a Delaware limited liability company

By:     EBS Duo LLC, its sole member,
        a Delaware limited liability company

        By:    Emmes EBS MM LLC, its managing member,
               a Delaware limited liability company

               By:    /s/ Gary Tischler
                  ----------------------------------------------------
                     Gary M. Tischler, Authorized Signatory


CIBC WORLD MARKETS CORP., Tenant

By:     /s/ Salvatore Iannuzzi
   ---------------------------------------
        Name:     Salvatore Iannuzzi
             -----------------------------
        Title:    Managing Director
              ----------------------------


------------------------------------------
Tenant's Tax I.D. Number


                                       63
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                                  EXHIBIT 1 - A

                           Floor Plan of Second Floor


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                           [GRAPHIC MATERIAL OMITTED]


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                                  EXHIBIT 1 - B

                             Floor Plan of Mezzanine


<PAGE>


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                           [GRAPHIC MATERIAL OMITTED]


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                                  EXHIBIT 1 - C

                        Floor Plan of the Eleventh Floor


<PAGE>


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                           [GRAPHIC MATERIAL OMITTED]


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                                  EXHIBIT 1 - D

                         Floor Plan of Tenth Floor Space


<PAGE>


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                           [GRAPHIC MATERIAL OMITTED]


<PAGE>


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                                  EXHIBIT 1 - E

                     Floor Plan of Penthouse Expansion Space


<PAGE>


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                           [GRAPHIC MATERIAL OMITTED]


<PAGE>


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                                  EXHIBIT 1 - F

                    Floor Plan of Tenth Floor Space Expansion


<PAGE>


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                           [GRAPHIC MATERIAL OMITTED]


<PAGE>



CONFORMED COPY

                                    EXHIBIT 2

         Form of Subordination, Non-Disturbance and Attornment Agreement


<PAGE>


CONFORMED COPY

                          SUBORDINATION, ATTORNMENT AND
                            NON-DISTURBANCE AGREEMENT



                                     between



                          SALOMON BROTHERS REALTY CORP.
                                  ("Mortgagee")
                                    ---------

                                       and

                       -----------------------------------
                                   ("Tenant")
                                     ------


                          Dated as of __________, 2001





                              Record and Return to:
                                Latham & Watkins
                          885 Third Avenue, Suite 1000
                          New York, New York 10022-4802
                         Attention: Brian Krisberg, Esq.


<PAGE>


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             SUBORDINATION, ATTORNMENT AND NONDISTURBANCE AGREEMENT

        THIS  SUBORDINATION,   ATTORNMENT  AND  NONDISTURBANCE  AGREEMENT  (this
"Agreement") made as of ___________________, 200_ (the "Effective Date"), by and
between SALOMON BROTHERS REALTY CORP., a New York  corporation  having an office
at 388 Greenwich Street, 11th Floor, New York, New York 10013 ("Mortgagee"), and
[Name of Tenant], a [Status of Tenant],  having an office at [Address of Tenant]
("Tenant").

                                   WITNESSETH:

        WHEREAS,  Mortgagee  is the owner and  holder of the  mortgages  between
Mortgagee,  as mortgagee,  and [Name of Mortgagor],  as mortgagor,  set forth on
Exhibit "B" annexed hereto and made a part hereof (said  mortgages,  as the same
have been or may hereafter be amended, increased, renewed, refinanced, modified,
consolidated, replaced, combined, supplemented, substituted, spread and extended
being hereinafter  collectively referred to as the "Mortgage"),  encumbering the
land located in the [Town or City of  _________,  County of _________  and State
of________],  which land is more  particularly  described on Exhibit "A" annexed
hereto and made a part hereof, and the buildings,  improvements, and other items
of  property  more  fully  described  in the  Mortgage  (such  land,  buildings,
improvements  and other property being  hereinafter  referred to collectively as
the "Mortgaged Premises");

        WHEREAS,  Tenant has entered into a lease with  [Landlord],  as landlord
("Landlord"), dated as of________, 200_ (the "Lease"), by which Landlord demised
to Tenant's portion of the Mortgaged Premises (the "Leased Premises");

        WHEREAS,  a true and  complete  copy of the Lease has been  delivered to
Mortgagee by Tenant, the receipt of which is hereby acknowledged:

        WHEREAS,  Mortgagee, as a condition to making the loan(s) secured by the
Mortgage,  required  that all leases  affecting  the  Mortgaged  Premises be and
continue to be subordinate in every respect to the Mortgage; and

        WHEREAS, Mortgagee and Tenant desire to confirm the subordination of the
Lease to the  Mortgage  and to  provide  for the  nondisturbance  of  Tenant  by
Mortgagee as set forth herein.

        NOW,  THEREFORE,  in  consideration  of  the  covenants  and  agreements
contained herein, and intending to be legally bound,  Mortgagee and Tenant agree
us follows:

        1. The Lease,  its terms and  conditions,  and the lien thereof (if any)
now are and shall at all times  continue to be subject and  subordinate  in each
and every respect to the Mortgage (including all advances made thereunder),  its
terms  and  the  lien  thereof.  The  provisions  of  this  Agreement  shall  be
self-operative,  and no further  instrument shall be necessary to effectuate the
terms hereof. Nevertheless,  Tenant, upon request, shall execute and deliver any
certificate or other instrument that Mortgagee may reasonably request to confirm
the subordination by Tenant referred to above.


<PAGE>


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        2. Tenant  certifies  that (a) the Lease is  presently in full force and
effect and unmodified,  and represents the entire agreement between Landlord and
Tenant with respect to the  Mortgaged  Premises or any portion  thereof;  (b) no
rental  payable under the Lease has been paid more than one (1) month in advance
of its due date; (c) no event has occurred that  constitutes a default under the
Lease by Landlord or Tenant or that,  with the giving of notice,  the passage of
time, or both,  would  constitute such a default;  (d) as of the Effective Date,
Tenant has no charge, defense, lien, claim, counterclaim, offset or setoff under
the Lease or against any amounts payable  thereunder;  (e) all conditions to the
effectiveness or continuing  effectiveness of the Lease required to be satisfied
as of the Effective Date have been satisfied;  (f) the commencement  date of the
Lease occurred on date; (g) the rent  commencement date of the Lease occurred on
date; and (h) Tenant has taken possession of the Leased Premises.

        3. The terms and conditions of the Lease constitute a primary inducement
to  Mortgagee  to enter into this  Agreement.  Accordingly,  Tenant  agrees that
Tenant shall not cancel, surrender,  terminate, assign, amend or modify or enter
into any agreement to cancel, surrender,  terminate, assign, amend or modify the
Lease,  without the prior  written  approval  of  Mortgagee.  Any  cancellation,
surrender, termination,  assignment, amendment or modification of the Lease made
without  Mortgagee's  prior  written  approval  shall not bind  Mortgagee or any
Successor (as defined below).

        4. In the event of any default on the part of  Landlord,  arising out of
or accruing under the Lease,  whereby the validity or the continued existence of
the Lease might be  impaired or  terminated  by Tenant,  or Tenant  might have a
claim for  partial or total  eviction or  abatement  of rent,  Tenant  shall not
pursue any of its rights with respect to such default or claim, and no notice of
termination of the Lease as a result of such default shall be effective,  unless
and until Tenant has given written  notice of such default or claim to Mortgagee
at the address set forth herein,  or Mortgagee's  successor or assign whose name
and address  previously  shall have been furnished to Tenant in writing (but not
later than the time that Tenant notifies  Landlord of such default or claim) and
granted to Mortgagee a reasonable time, which shall be not less than the greater
of (i) the period of time  granted to Landlord  under the Lease,  or (ii) thirty
(30) days, after the giving of such notice by Tenant to Mortgagee, to cure or to
undertake the elimination of the basis for such default or claim, after the time
when Landlord  shall have become  entitled  under the Lease to cure the cause of
such default or claim; it being expressly understood that (a) if such default or
claim cannot  reasonably be cured within such cure period,  Mortgagee shall have
such  additional  period of time to cure  same as it  reasonably  determines  is
necessary,  so  long  as it  continues  to  pursue  such  cure  with  reasonable
diligence, and (b) Mortgagee's right to cure any such default or claim shall not
be deemed to create any  obligation  for  Mortgagee to cure or to undertake  the
elimination of any such default or claim.

        5. As long as (i) the term of the Lease shall have commenced pursuant to
the  provisions  thereof,  (ii)  Tenant  shall be in  possession  of the  Leased
Premises,  (iii) the Lease shall be in full force and effect, and (iv) Tenant is
in compliance  with the terms of this  Agreement and no default exists under the
Lease beyond  applicable cure periods,  nor has any event occurred that with the
giving  of notice or the  passage  of time or both  would  entitle  Landlord  to
terminate the Lease or would cause, without any further action by Landlord,  the
termination  of the Lease or would entitle  Landlord to dispossess  Tenant under
the Lease  (conditions  "i"  through  "iv,"  collectively,  the  "Nondisturbance
Conditions"), Mortgagee shall not name Tenant as a party


                                       2
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defendant in any action for  foreclosure  of the  Mortgage or other  enforcement
thereof (unless required by law), nor shall the Lease be terminated by Mortgagee
in connection  with or by reason of  foreclosure  or other  proceedings  for the
enforcement  of the Mortgage or by reason of a transfer of Landlord's  interest,
if any, in the Mortgaged Premises or under the Lease pursuant to a conveyance in
lieu of foreclosure (or similar device) (any of the foregoing, a "Foreclosure"),
nor shall Tenant's use or possession of the Leased  Premises be interfered  with
by Mortgagee, unless Landlord would have had such right.

        6. If Landlord's  interest in the Mortgaged  Premises or under the Lease
is  terminated by reason of a  Foreclosure  (the party  succeeding to Landlord's
interest,  if any, in the Mortgaged  Premises or under the Lease, by Foreclosure
or any other method,  being hereinafter  referred to, together with such party's
successors and assigns,  as "Successor"),  then upon  Successor's  succeeding to
Landlord's  interest,  if any,  in the  Mortgaged  Premises  or under the Lease,
Tenant shall be bound to Successor,  and,  except as provided in this Agreement,
Successor  shall  be  bound  to  Tenant,  under  all the  terms,  covenants  and
conditions of the Lease for the balance of the term thereof remaining,  with the
same force and effect as if  Successor  were  Landlord,  and Tenant  does hereby
agree to attorn to Successor,  including  Mortgagee if it be the  Successor,  as
Tenant's  landlord;  affirm  Tenant's  obligations  under  the  Lease;  and make
payments  of all  sums  due  under  the  Lease to  Successor.  Such  attornment,
affirmation  and  agreement  shall be effective and  self-operative  without the
execution  of any  further  instruments.  Tenant  waives the  provisions  of any
statute or rule of law now or  hereafter  in effect  that may give or purport to
give Tenant any right or election to terminate or otherwise adversely affect the
Lease or the obligations of Tenant thereunder by reason of any Foreclosure.

        7. As an additional  material inducement to Mortgagee to enter into this
Agreement,  Tenant  agrees that if Landlord is the subject of any  proceeding (a
"Bankruptcy  Proceeding") under the provisions of the Bankruptcy Code, 11 U.S.C.
Section  101 et seq.,  as in  effect,  or as  hereafter  amended,  or under  the
provisions of any successor  statute thereto  (collectively,  the "Code"),  then
Tenant shall take all actions  reasonably  necessary to retain possession of the
Leased  Premises  (whether or not  Landlord,  pursuant to the Code or otherwise,
attempts  to reject the Lease) so as to enable  Tenant to  continue to lease and
occupy  the  Leased  Premises  on all or  substantially  all terms of the Lease.
During any Bankruptcy Proceeding Tenant shall, unless the Lease has already been
terminated in accordance with its terms and the terms of this Agreement: (i) not
terminate the Lease except in accordance with the Lease and this Agreement; (ii)
not give up  possession  of the  Leased  Premises  (if Tenant is already in such
possession); and (iii) if Tenant is not yet in possession of the Leased Premises
prior to the commencement of the Bankruptcy  Proceeding,  then Tenant shall take
all steps  reasonably  necessary to cooperate  with  Mortgagee in  attempting to
obtain  possession of the Leased Premises for Tenant provided that (a) Mortgagee
exercises its  reasonable  efforts  (excluding the making of any payments to, or
for the  benefit  of,  Landlord  or its  estate,  or to any other  party,  which
payments  Mortgagee is not otherwise  required to make under this  Agreement) to
obtain possession of the Leased Premises for Tenant,  and (b) Mortgagee notifies
Tenant that  Mortgagee  reasonably  believes that it will be able to obtain such
possession  for  Tenant on or before a date that is within  one  hundred  twenty
(120) days after such proceeding commenced. If Tenant does not obtain possession
of the Leased Premises  within one hundred twenty (120) days after  commencement
of such proceeding, or Mortgagee fails to comply with clauses (a) and (b) above,
then Tenant shall have no further  obligations under this


                                       3
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paragraph to cooperate  with  Mortgagee  in obtaining  possession  of the Leased
Premises and Tenant may terminate the Lease.

        8. If (i) Landlord becomes the subject of a Bankruptcy  Proceeding,  and
Landlord, as  debtor-in-possession,  or any trustee, as successor-in-interest to
Landlord,  obtains an order of the bankruptcy  court or other court of competent
jurisdiction  authorizing  the rejection of the Lease in accordance with Section
365 of the  Code,  or the  Lease  is  otherwise  terminated  in such  Bankruptcy
Proceeding,  and (ii)  thereafter,  Mortgagee or any other person shall  acquire
title to the  Mortgaged  Premises  through  Foreclosure  or by any  other  means
(including  a sale of the  Mortgaged  Premises  pursuant to the Code),  then the
person so acquiring title to the Mortgaged  Premises shall also be a "Successor"
for all purposes of this Agreement. If the Lease is terminated or rejected in or
as a result of a Bankruptcy Proceeding, then:

A.      Upon request made by Tenant to Successor  within  thirty (30) days after
Tenant  receives  notice from Successor that Successor has obtained title to the
Mortgaged Premises,  and provided that immediately prior to such Lease rejection
or termination the  Nondisturbance  Conditions were satisfied and at the time of
such request Tenant is in possession of the Leased Premises,  Successor,  if and
to the extent that it has the legal right and power to do so (without  incurring
any expenses or liabilities),  shall enter into a new lease with Tenant upon the
same terms and  conditions as were  contained in the Lease,  except that (x) the
obligations  and liabilities of such Successor under any such new lease shall be
subject to the terms and  conditions of this  Agreement,  and (y) the expiration
date of such new lease shall coincide with the original  expiration  date of the
Lease (a "New Lease").

B.      Upon  Successor's  written request of Tenant made within sixty (60) days
after  Successor  has acquired  title to the  Mortgaged  Premises,  Tenant shall
execute a New Lease with  Successor,  and shall  attorn to  Successor,  so as to
establish direct privity between Successor and Tenant.

9.      Notwithstanding anything to the contrary in the Lease, any New Lease, or
this Agreement, any Successor shall not (a) be subject to any credits,  offsets,
defenses,  claims,  counterclaims  or demands that Tenant might have against any
prior landlord (including,  without limitation,  Landlord);  (b) be bound by any
previous  modification  or amendment  of the Lease or by any rent or  additional
rent that Tenant  might have paid for more than the  current  month to any prior
landlord,  unless  such  modification  or  prepayment  shall have been made with
Mortgagee's prior written consent; (c) be liable for any accrued obligation, act
or omission of any prior landlord  (including,  without  limitation,  Landlord),
whether prior to or after Foreclosure; (d) be bound by any covenant to undertake
or complete any improvement to the Mortgaged Premises or the Leased Premises, or
to  reimburse  or pay Tenant for the cost of any such  improvement,  [?REFERENCE
SPECIFIC LEASE PROVISIONS REGARDING LANDLORD'S WORK]; (e) be required to perform
or provide any services not related to  possession  or quiet  enjoyment  of' the
Leased Premises;  (f) be required to account for any security deposit other than
any security deposit actually  delivered to Successor,  (g) be required to abide
by any  provisions  for the  diminution  or abatement  of rent;  or [?(h) INSERT
LEASE-SPECIFIC CARVE-OUTS].

10.     Notwithstanding  anything to the contrary in this Agreement,  the Lease,
or any New Lease,  if Successor  acquires  Landlord's  interest,  if any, in the
Mortgaged  Premises,  then Successor's  liability for its obligations  under the
Lease (or any New Lease) and this Agreement


                                       4
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shall be limited to Successor's interest in the Mortgaged Premises. Tenant shall
not look to any other  property or assets of Successor or the property or assets
of any of the partners, shareholders, directors, officers and principals, direct
and indirect, of Successor in seeking either to enforce Successor's  obligations
under the Lease (or any New Lease) and this  Agreement  or to satisfy a judgment
for Successor's failure to perform such obligations.

        11. If and to the extent  that the Lease or any  provision  of law shall
entitle Tenant to notice of any mortgage,  Tenant  acknowledges  and agrees that
this Agreement  shall  constitute  said notice to Tenant of the existence of the
Mortgage.

        12. This Agreement may not be modified except by an agreement in writing
signed by the parties hereto or their  respective  successors in interest.  This
Agreement  shall inure to the benefit of and be binding upon the parties  hereto
(and  shall  benefit  any  Successor),  and the  successors  and  assigns of the
foregoing,  provided,  however,  this  Agreement  shall not be binding  upon any
assignee of Mortgagee  acquiring  the loan secured by the Mortgage in connection
with a refinancing thereof.

        13.  Nothing  contained  in this  Agreement  shall in any way  impair or
affect  the lien  created  by the  Mortgage  or  modify  the terms  thereof.  By
executing and delivering this  Agreement,  Mortgagee shall not be deemed to have
(i) waived any default  under the  Mortgage,  (ii)  modified the Mortgage in any
manner,  or (iii) waived any rights or remedies it possesses  under the Mortgage
or  otherwise.  In the event any  conflict,  inconsistency  or ambiguity  exists
between  the  terms,  covenants  and  conditions  of the  Lease  and the  terms,
covenants and conditions of the Mortgage, the terms, covenants and conditions of
the Mortgage  shall  control,  except as  specifically  and  expressly set forth
herein.

        14.  Tenant  agrees  and  confirms  that this  Agreement  satisfies  any
condition or requirement in the Lease or otherwise relating to the granting of a
nondisturbance  agreement,  including,  without  limitation,  the  provisions of
Article  ________  of the  Lease.  Tenant  further  agrees  that if there is any
inconsistency  between  the  terms  and  provisions  hereof  and the  terms  and
provisions of the Lease relating to nondisturbance  by Mortgagee,  the terms and
provisions hereof shall be controlling.

        15. Tenant  acknowledges  that it has notice that the Lease and the rent
and all other sums due thereunder have been assigned to Mortgagee.  If Mortgagee
notifies  Tenant of  Mortgagee's  election  under the Mortgage or any other loan
document  to collect  rent and all other sums due under the Lease,  and  demands
that Tenant pays same to Mortgagee, Tenant agrees that it will honor such demand
and pay its rent and all other sums due under the Lease directly to Mortgagee or
as directed by Mortgagee,  notwithstanding any contrary claims,  directions,  or
instructions  by  Landlord  or parties  claiming  through  Landlord,  other than
Mortgagee.

        16.  Tenant  agrees  that  notwithstanding   anything  to  the  contrary
contained  in the  Lease,  any  Successor  shall have the right to consent to or
refuse any proposed  assignment or subletting of the Leased Premises in its sole
discretion.

        17. All notices,  demands or requests  made  pursuant to,  under,  or by
virtue of this  Agreement must be in writing and mailed to the party to whom the
notice,  demand or request is


                                       5
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being made by certified or registered  mail,  return receipt  requested,  at its
address set forth above.  A copy of all notices to Mortgagee  shall also be sent
to  Latham  &  Watkins,  885  Third  Avenue,  Suite  1000,  New  York,  New York
10022-4802,  Attention:  Brian  Krisberg,  Esq. A copy of all  notices to Tenant
shall also be sent to: Any party may change the place that  notices  and demands
are to be sent by written notice delivered in accordance with this Agreement.

        18.  This  Agreement  shall be  governed by the laws of the State of New
York. If any term of this Agreement or the application  thereof to any person or
circumstances shall to any extent be invalid or unenforceable,  the remainder of
this Agreement or the  application  of such term to any person or  circumstances
other  than  those as to which  it is  invalid  or  unenforceable  shall  not be
affected thereby, and each term of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.

        19. Each party shall execute and deliver, upon the request of the other,
such  documents and  instruments  (in  recordable  form, if requested) as may be
necessary  or  appropriate  to  fully  implement  or  to  further  evidence  the
understandings and agreements contained in this Agreement. This Agreement may be
executed in any number of counterparts.

        IN WITNESS  WHEREOF,  the  parties  hereto  have  hereunto  caused  this
Agreement to be duly executed as of the Effective Date.

                     Tenant              SALOMON BROTHERS REALTY CORP.
                     ------
By:                                     By:
   ----------------------------------      -------------------------------------
Its:                                    Name:
   ---------------------------------         -----------------------------------
                                        Title:  Authorized Representative


                                       6
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                                    EXHIBIT 3

                             Cleaning Specifications

GENERAL CLEANING
----------------

NIGHTLY:
--------

General Offices:
----------------

1.      All  hard  surface  flooring  to  be  swept  using  approved   dust-down
        preparation.
2.      Carpet  sweep all  carpets,  moving only light  furniture  (desks,  file
        cabinets, etc. not to be moved).
3.      Hand dust and wipe clean all furniture, fixtures and window sills.
4.      Empty and clean all ash trays and screen all sand urns.
5.      Empty and clean all waste disposal cans and baskets.
6.      Dust interiors of all waste disposal cans and baskets.
7.      Wash clean all water fountains and coolers.

Lavatories:
-----------

1.      Sweep and wash all floors, using proper disinfectants.
2.      Wash and polish all mirrors, shelves, bright work and enameled surfaces.
3.      Wash and disinfect all basins, bowls, and urinals.
4.      Wash all toilet seats (both sides).
5.      Hand  dust  and  clean  all  partitions,   tile  walls,  dispensers  and
        receptacles in lavatories and restrooms.
6.      Empty paper receptacles and remove wastepaper.
7.      Fill and clean all soap,  towel and toilet tissue  dispensers as needed.
8.      Empty and clean all sanitary disposal receptacles.

WEEKLY:
-------

1.      Vacuum clean all carpeting and rugs.
2.      Dust all door louvers and other  ventilating  louvers  within a person's
        reach.
3.      Wipe clean all brass and other bright work.

QUARTERLY:
----------

High dust the Premises complete, including the following:

1.      Dust all pictures, frames, charts, graphs, and similar wall hangings not
        reached in nightly cleaning.
2.      Dust all vertical surfaces, such as walls,  partitions,  doors, and door
        bucks and other surfaces not reached in nightly cleaning.
3.      Dust all pipes,  ventilating and air-conditioning  louvers,  ducts, high
        moldings and other  surfaces and other high areas not reached in nightly
        cleaning.
4.      Dust all Venetian blinds.
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Wash  exterior and  interior of windows not less than three (3) times  annually,
subject to weather conditions and requirements of law.


                                       2
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                                   SCHEDULE A

                              RULES AND REGULATIONS

I.      The rights of each tenant in the  Building to the  entrances,  corridors
        and  elevators of the Building are limited to ingress to and egress from
        such tenant's premises and no tenant shall use, or permit the use of the
        entrances,  corridors,  or elevators  for any other  purpose.  No tenant
        shall  invite to its  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,  elevators  and
        other  facilities  of the  Building by other  tenants.  No tenant  shall
        encumber or obstruct,  or permit the  encumbrances or obstruction of any
        of the sidewalks, plazas, entrances, corridors, elevators, fire exits or
        stairways of the  Building.  Landlord  reserves the right to control and
        operate the public portions of the Building,  the public facilities,  as
        well as facilities  furnished for the common use of the tenants, in such
        manner as Landlord deems best for the benefit of the tenants generally.

II.     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 Landlord or not  properly  identified,  and may
        require all  persons  admitted  to or leaving  the  Building  outside of
        ordinary  business  hours to register.  Tenants'  employees,  agents and
        visitors  shall be permitted  to enter and leave the  Building  whenever
        appropriate  arrangements have been previously made between Landlord and
        the tenant with respect  thereto.  Each tenant shall be responsible  for
        all persons for whom it requests such  permission and shall be liable to
        Landlord for all acts of such  persons.  In the event a so-called  "card
        access" or similar  system is installed at the Building,  Landlord shall
        provide one (1) access card for each  employee  designated in writing by
        the employing  tenant upon Landlord's  receipt and review of appropriate
        photo identification for each such employee.  In no event shall Landlord
        issue more than one (1) access card for each employee during the term of
        his or her employment.  Any person whose presence in the Building at any
        time shall,  in the judgment of Landlord,  be prejudicial to the safety,
        character, reputation or interests of the Building or its tenants may be
        denied  access to the Building or may be ejected  therefrom.  In case of
        invasion,  riot,  public  excitement  or other  commotion  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.  Landlord may require any person
        leaving the Building  with any package or other object to exhibit a pass
        from the  tenant  from  whose  premises  the  package or object is being
        removed, but the establishment and enforcement of such requirement shall
        not impose any  responsibility  on Landlord  for the  protection  of any
        tenant  against  the removal of  property  from the  premises of tenant.
        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 a tenant's  premises or the Building  under the  provisions of this
        rule.

III.    No tenant shall obtain or accept for use in its premises  ice,  drinking
        water,  towels,  barbering,  boot blacking,  floor  polishing,  lighting
        maintenance,  cleaning or other  similar  services  from any persons not
        authorized  by  Landlord  in  writing  to furnish  such  services.  Such
        services  shall be furnished  only at such hours,  in such places within
        the  tenant's  premises  and under  such  regulation  as may be fixed by
        Landlord.


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IV.     Except  as  permitted  by the  terms of the  Lease,  no  window or other
        air-conditioning  units shall be installed by any tenant,  and only such
        window  coverings as are supplied or permitted by Landlord shall be used
        in a tenant's premises.

V.      There  shall not be used in any space,  nor in the  public  halls of the
        Building,  either by any  tenant,  jobber or others in the  delivery  or
        receipt of  merchandise,  any hand trucks,  except those  equipped  with
        rubber tires and side guards.

VI.     All entrance  doors in each tenants  premises  shall be left locked when
        the tenant's premises are not in use.

VII.    No noise,  including  the playing of any musical  instruments,  radio or
        television,  which,  in the judgment of Landlord,  might  disturb  other
        tenants in the  Building,  shall be made or permitted by any tenant.  No
        dangerous,  inflammable,  combustible or explosive  object,  material or
        fluid  shall be  brought  into the  Building  by any  tenant or with the
        permission of any tenant.

VIII.   Each tenant shall furnish Landlord with keys to its respective  premises
        so that  Landlord may have access  thereto for the purposes set forth in
        the Lease. No additional locks or bolts of any kind shall be placed upon
        any of the entrance  doors or windows in any tenant's  premises  without
        Landlord's  consent,  which consent shall not be unreasonably  withheld,
        conditioned  or delayed,  and no lock on any entrance door therein shall
        be changed or altered in any respect without  providing  Landlord with a
        key. Upon the termination of a tenant's lease,  all keys of the tenant's
        premises and toilet rooms shall be delivered to Landlord.

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

X.      No tenant shall  install or permit to be  installed  more than three (3)
        vending  machines per floor in any tenant's  premises and such  machines
        shall  be  solely  for the  purpose  of  dispensing  food  products  and
        beverages for consumption by the tenant's and its permitted  subtenants,
        occupants, employees and guests.

XI.     No  animals  or  birds  may be  brought  into or kept  in or  about  the
        Building;  Tenant  acknowledges  that  any  violation  of this  Rule and
        Regulation will impair the  first-class  character and reputation of the
        Building and shall be a material  default under this Lease. In addition,
        no  bicycles,  mopeds or vehicles  of any kind shall be brought  into or
        kept in or about the Building or permitted therein.

XII.    No  furniture  or office  equipment  will be received in the Building or
        carried up or down in the elevator,  except  between such hours as shall
        be  designated  by Landlord.  Landlord  shall  prescribe  the charge for
        freight  elevator  use and the  method  and  manner  in which  any heavy
        furniture,  equipment  or safes  shall be brought in or taken out of the
        Building,  and also the hours at which  such  moving  shall be done.  No
        furniture,  office  equipment,  merchandise,  large  packages or parcels
        shall be moved or transported in the passenger elevators at any time.


                                     A - 2
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XIII.   All  electrical  fixtures  hung  along  the  perimeter  of any  tenant's
        Premises must be fluorescent,  of a quality, type, design and bulb color
        approved by Landlord unless the prior reasonably consent of Landlord has
        been obtained for other lamping.

XIV.    The exterior  windows and doors that reflect or admit light and air into
        any premises or the halls,  passageways  or other  public  places in the
        Building,  shall not be covered or obstructed  by any tenant,  nor shall
        any articles be placed on the windowsills.

XV.     Canvassing,  soliciting  and peddling in the Building is prohibited  and
        each tenant shall cooperate to prevent same.

XVI.    No tenant shall do any cooking, conduct any restaurant,  luncheonette or
        cafeteria  for the sale or service of food or beverages to its employees
        or to others,  except as expressly  permitted by the terms of this Lease
        and otherwise  approved in writing by Landlord.  In addition,  no tenant
        shall  cause or permit any odors of cooking  or other  processes  or any
        unusual  or  objectionable  odors  to  emanate  from the  premises.  The
        foregoing  shall not  preclude  tenant  from  having  food or  beverages
        delivered to the  premises,  reheating  food in a microwave,  or keeping
        food in a  refrigerator,  provided and upon the condition that no tenant
        shall  cause or permit any odors of cooking  or other  processes  or any
        unusual or objectionable odors to emanate from the premises.


                                     A - 3
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                                   SCHEDULE B

                           TENANT'S INITIAL ALTERATION


I.      Tenant shall perform or cause the  performance  of Alterations in and to
        the Tenth Floor Space to prepare  same for  Tenant's  initial  occupancy
        thereof ("Tenant's Initial Alteration"). All Alterations to be performed
        by Tenant shall be, at a minimum,  of a quality and standard  equivalent
        to the standards for  construction  set by Landlord,  from time to time,
        for the Building, and shall be subject to the prior approval of Landlord
        as set forth in Article 3 hereof. Tenant shall submit to Landlord or, at
        Landlords  direction,   Landlords  Consultant,   complete  and  detailed
        architectural,  mechanical  and  engineering  plans  and  specifications
        prepared by an architect  or engineer  licensed in the State of New York
        and  reasonably  approved by  Landlord,  which plans and  specifications
        shall be stamped and  certified by such  architect or engineer,  showing
        Tenant's Initial  Alteration,  which plans and  specifications  shall be
        prepared  by  Tenant,  at  Tenant's  own cost and  expense  and shall be
        sufficient and contain all information necessary and required for filing
        the same with The City of New York  Department  of  Buildings  and shall
        otherwise meet the  requirements of the Building Code of The City of New
        York.  Landlord shall not object to Tenant's  architect  self-certifying
        Tenant's plans and specifications  showing Tenant's Initial  Alteration.
        At Tenant's request,  Landlord agrees to sign and deliver to The City of
        New York  Department  of Buildings'  Form A1-1 (the "Form")  authorizing
        such professional  certification of Tenant's plans and specifications by
        Tenant's architect; provided, however, Landlord's signature on such Form
        shall not be deemed to create any liability on the part of Landlord with
        respect to the matters set forth in such Form.  Tenant  hereby agrees to
        indemnify  and  hold  Landlord  harmless  from and  against  any and all
        claims, obligations,  liabilities,  losses, fines, suits, demands, costs
        and  expenses  of any kind or nature  incurred  in  connection  with the
        matters  set  forth in the  Form,  including,  without  limitation,  any
        requirements  of the  Building  Code of The City of New York  arising in
        connection  therewith.  Tenant's plans and specifications  shall include
        all  information  necessary  to reflect  Tenant's  requirements  for the
        design and installation of any supplemental  air-conditioning equipment,
        ductwork, heating, electrical, plumbing and other mechanical systems and
        all  work  necessary  to  connect  any  non-standard  facilities  to the
        Building's base mechanical,  electrical and structural systems. Tenant's
        submission shall include not less than three (3) sets of sepias and five
        (5) sets of black and white prints (or at Landlord's direction, Tenant's
        submission shall be on an electronic form).

II.     Tenant  shall not  perform  work  which  would (a)  require  changes  to
        structural  components  of the  Building or the  exterior  design of the
        Building,  (b)  require  any  material  modification  to the  Building's
        mechanical  installations  or other Building  installations  outside the
        Tenth Floor Space or (c) not be in compliance with all applicable  laws,
        rules,  regulations  and  requirements  of any  governmental  department
        having  jurisdiction  over the Building  and/or the  construction of the
        Tenth Floor  Space,  including  but not limited to, the  Americans  with
        Disabilities  Act of 1990.  Any  changes  required  by any  governmental
        department  affecting the construction of the Tenth Floor Space shall be
        performed at Tenant's sole Cost.


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III.    At the time that Tenant submits its plans and specifications to Landlord
        for  Landlord's  acceptance,  such  plans  and  specifications  must  be
        transmitted  to Landlord with a cover letter  specifically  stating that
        "the enclosed plans and specifications are being transmitted to Landlord
        for its  review  and  acceptance  pursuant  to the terms of the  Lease."
        Landlord or Landlord's  Consultant shall respond to Tenant's request for
        acceptance  of any plans and  specifications  described  in  Paragraph I
        above within ten (10)  business days  following  the  submission of such
        plans and  specifications  prepared in accordance with the terms hereof.
        In the event Landlord or Landlord's  Consultant shall fail to accept all
        or a portion of any of Tenant's plans and  specifications,  such failure
        to accept  same  shall be set forth in  writing  and shall  include  the
        reasons  therefor in  reasonable  detail,  in which event  Tenant  shall
        revise  such plans and  specifications  and  resubmit  same to  Landlord
        promptly thereafter.  Landlord or Landlord's Consultant shall respond to
        Tenant's  request for  acceptance  of any such revised plans within five
        (5) business days  following  resubmission.  The acceptance of plans and
        specifications  by  Landlord  or  Landlord's   Consultant   (hereinafter
        referred to as the "Final  Plans")  together with Tenant's  satisfactory
        compliance with the  requirements  set forth in Items (1) through (4) of
        Schedule C annexed hereto,  shall be deemed an authorization  for Tenant
        to proceed with Tenant's Initial Alteration, which shall be performed in
        accordance  with the  provisions  of  Article 3 and  Schedule  D of this
        Lease.  Tenant  shall  reimburse  Landlord  for any  reasonable  fees of
        Landlord's  Consultant  incurred in  connection  with  Tenant's  Initial
        Alteration. Neither the recommendation or designation of an architect or
        engineer nor the  acceptance  of the final plans and  specifications  by
        Landlord  or  Landlord's  Consultant  shall  be  deemed  to  create  any
        liability  on the  part  of  Landlord  with  respect  to the  design  or
        specifications set forth in the Final Plans.

IV.     Promptly following  Tenant's  submission of its complete and final plans
        and specifications for all trades showing Tenant's Initial Alteration to
        the Tenth Floor Space for Landlord's approval, Landlord shall deliver to
        Tenant a Form ACP-5 with respect to Tenant's  Initial  Alteration to the
        Tenth Floor Space.

V.      Landlord  agrees  to  reimburse  Tenant  for the cost of  installing  an
        Air-Conditioning   System  to  service   the  Tenth   Floor  Space  (the
        "Air-Conditioning  Installation"), as approved by Landlord or Landlord's
        Consultant  and  installed  by Tenant  within  twelve (12) months of the
        Commencement Date to the extent of the lesser of (i) $112,200.00 or (ii)
        the actual cost to Tenant for the  Air-Conditioning  Installation  (such
        lesser   amount   being   hereinafter   referred   to   as   "Landlord's
        Contribution").  Provided  this  Lease is in full  force and  effect and
        Tenant is not in default  hereunder beyond  applicable  notice and grace
        periods,  Landlord  shall pay Landlord's  Contribution  to Tenant within
        thirty (30) days of  submission  by Tenant of (a) paid receipts (or such
        other proof of payment as Landlord  shall  reasonably  require) for work
        done in connection with the Air-Conditioning Installation, (b) a written
        statement from Tenant's architect or engineer that the work described on
        any such invoices has been completed  substantially  in accordance  with
        the plans and  specifications  approved  by  Landlord,  (c) a final lien
        waiver executed by the contractor  employed by Tenant in connection with
        Air-Conditioning  Installation, and (d) proof reasonably satisfactory to
        Landlord that Tenant has complied with all of the  conditions  set forth
        in  this  Schedule  B (as  applicable),  which  shall  include,  without


                                     B - 2
<PAGE>


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        limitation,  submission  of all of the items  described  on  Schedule  C
        annexed hereto and made a part hereof.


                                     B - 3
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                                   SCHEDULE C

                                REQUIREMENTS FOR
                        "CERTIFICATES OF FINAL APPROVAL"

1.      All required  Building  Department Forms must be properly filled out and
        completed  by the  approved  architect/engineer  of record  or  Building
        Department expediter, as required.

2.      All forms are to be  submitted  to Landlord  for  Landlord's  review and
        signature  prior to  submission of final plans and forms to the New York
        City Building Department, as required.

3.      All  pertinent  forms and filed  plans are to be stamped and sealed by a
        licensed  architect  and/or  professional  engineer,  as  required.  All
        controlled  inspections are to be performed by the architect/engineer of
        record unless approved otherwise by the Landlord.

4.      A copy  of  all  approved  forms,  permits  and  approved  NYC  Building
        Department  plans  (stamped  and  signed by the New York  City  Building
        Department) are to be submitted to the building office prior to start of
        work.

5.      Copies of all completed  inspection reports and NYC Building  Department
        sign-offs  are  to be  submitted  to  the  building  office  immediately
        following completion of construction, as required.

6.      All claims,  violations or  discrepancies  with improperly  filed plans,
        applications,  or  improperly  completed  work  shall  become  the  sole
        responsibility of the applicant to resolve, as required.

7.      All changes to previously  approved plans and applications must be filed
        under an amended application,  as required.  Landlord reserves the right
        to withhold approvals to proceed with changes until associated plans are
        properly filed with the New York City Building Department, as required.

8.      The architect/engineer of record accepts full responsibility for any and
        all discrepancies or violations which arise out of  non-compliance  with
        all local laws and building codes having jurisdiction over the work.

9.      The Landlord  reserves the right to reject any and all work requests and
        new work  applications  that are not properly  filed or  accompanied  by
        approved plans and building permits.

10.     All ACP's and asbestos  inspections  must be conducted by a licensed and
        fully qualified asbestos inspection agency approved by Landlord.

        Checklist of "Certificates  of Final Approval"  required to be furnished
by Tenant pursuant to Article 3 (Alterations) of Lease.


<PAGE>


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        These forms must be  furnished  by the  Architect/Engineer  of record or
Building Department  expediter (filing agency) and approved by Landlord prior to
submitting  all plans and forms to the New York  City  Building  Department  for
final approval.

                 Form               Description
                 ----               -----------

___*             PW-1               Building Notice Application (Plan work
                                    approval application)

___*             PW-1B              Plumbing/Mechanical Equipment Application
                                    and Inspection Report

___*             PW-1               Statement Form B

___*             TR-1               Amendment Controlled Inspection Report

___              PW-2               Building Permit Form (All Disciplines)

___              B Form 708         Building Permit "Card"

___*             TR-1               Certification of Completed Inspection and
                                    Certified Completion Letter by Architect/
                                    Engineer of record or Building Department
                                    expediter

___              PW-3               Cost Affidavit Form

___              PW-4               Equipment Use Application Form

___*             PW-6               Revised Certificate of Occupancy for change
                                    in use (if applicable)

___              Form ACP-7         New York City Department of Environmental
                 or                 Protection Asbestos Inspection Report as
                                    prepared by a licensed and approved asbestos
                 Form ACP-5         inspection agency

                                    Building Department Equipment Use Permits
                                    for all new HVAC equipment installed under
                                    this application.

*       These Items must be perforated (with the date and New York City Building
        Department Stamp) to signify New York City Building Department Approval.
        All forms must bear proper approvals and sign-off prior to authorization
        given by Landlord to proceed with the work.


                                     C - 2
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                                   SCHEDULE D

                   TENANT ALTERATION WORK AND NEW CONSTRUCTION
                           CONDITIONS AND REQUIREMENTS


1.      No Alterations are permitted to commence until original  Certificates of
        Insurance  required  from  Tenant's  general  contractor  (the  "General
        Contractor")  and  all   subcontractors   complying  with  the  attached
        requirements are on file with the Building office.

2.      All New York City Building Department applications with assigned BN# and
        permits must be on file with the Building office prior to starting work.
        A copy of the building permit must also be posted on the job site by the
        General  Contractor.  The General Contractor shall make all arrangements
        with Landlord's  expediter for final  inspections and sign-offs prior to
        substantial completion.

3.      The General  Contractor  shall comply with all Federal,  State and local
        laws,   building  codes,   OSHA   requirements,   and  all  laws  having
        jurisdiction over the performance and handling of the Alterations.

4.      The  existing  "Class E" fire  alarm  system  (including  all wiring and
        controls),  if any, must be  maintained  at all times.  Any additions or
        alterations  to the  existing  system  shall  be  coordinated  with  the
        Building office as required. All final tie-in work is to be performed by
        Landlord's fire alarm vendor and coordinated by the General  Contractor.
        All costs for the tie-ins are reimbursable to Landlord by Tenant.

5.      All wood used,  whether  temporary or not, such as blocking,  form work,
        doors,  frames, etc. shall be fire rated in accordance with the New York
        City Building and Fire Code requirements governing this work.

6.      Building  standby  personnel (i.e.  Building  operating  engineer and/or
        elevator operator),  required for all construction will be at Landlord's
        discretion.  Freight  elevators  used for  overtime  deliveries  must be
        scheduled  in writing  with  Landlord at least 24 hours in  advance,  as
        required.  All costs  associated are reimbursable to Landlord by Tenant,
        as provided in Article 29 of this Lease.

7.      The General  Contractor  shall comply with the Rules and  Regulations of
        the Building elevators and the manner of handling  materials,  equipment
        and debris to avoid conflict and interference with Building  operations.
        All bulk  deliveries  or  removals  will be made prior to 8:00 a.m.  and
        after 5:00 p.m. or on weekends, as required.

8.      No exterior  hoisting  will be  permitted.  All  products  or  materials
        specified are to be assembled on-site, and delivered to the site in such
        a manner so as to allow  unobstructed  passage  through  the  Building's
        freight elevator,  lobbies,  corridors, etc. The General Contractor will
        be responsible for protection of all finished spaces, as required.


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9.      All  construction  personnel must use the freight elevator at all times.
        Any and all tradesman found riding the passenger elevators without prior
        approval  from  Landlord will be escorted out of the Building and not be
        allowed re-entry without written approval from the Building office.

10.     During the performance of Alterations,  Tenant's construction supervisor
        or job superintendent must be present on the job site at all times.

11.     During the  performance of  Alterations,  all  demolition  work shall be
        performed  after 6:00 p.m.  during the week or on  weekends.  This would
        include  carting or rubbish removal as well as performing any operations
        that would disturb other Building tenants or other occupants  (drilling,
        chopping, grinding, recircuiting, etc.).

12.     No conduits or cutouts are  permitted  to be installed in the floor slab
        without prior  written  approval from  Landlord.  Landlord  reserves the
        right  to  restrict  locations  of such  items to  areas  that  will not
        interfere with the Building's framing system or components.  No conduits
        or cutouts are permitted outside of Tenant's Premises.

13.     Plumbing  connections to Building supply, waste and vent lines are to be
        performed after normal working hours,  and coordinated with the Building
        manager, and are to include the following minimum requirements:

        A.     Separate  shutoff valves for all new hot and/or cold water supply
               lines (including associated access doors).

        B.     Patch  and  repair  of  existing  construction  on  floor  below,
               immediately   following   completion  of  plumbing  work  (to  be
               performed after normal working hours, as required).

14.     The  General  Contractor  must  coordinate  all work to occur in  public
        spaces,  core areas and other tenant occupied spaces with Landlord,  and
        perform all such work after normal working hours (to include  associated
        patch and  repair  work).  The  General  Contractor  shall  provide  all
        required protection of existing finishes within the affected area(s).

15.     The  General  Contractor  must  perform  all floor  coring,  drilling or
        trenching after normal business hours, and obtain Landlord's  permission
        and approval of same prior to performing such work.

16.     Convector mounted outlets and associated conduits,  wiring, boxes, etc.,
        shall be located and  installed  in areas where they will not hinder the
        operation or maintenance  of existing fan coil units or prevent  removal
        or replacement of access panels or removable covers.

17.     The  General  Contractor  shall  be  responsible  for all  final  tests,
        inspections and approvals  associated with all modifications,  deletions
        or additions to Building Class "E" systems and equipment.


                                     D - 2
<PAGE>


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18.     Recircuiting of existing  power/lighting  panels and circuits  affecting
        Building  and/or  tenant  operations  are to be  performed  after normal
        business hours and coordinated  with the Building office in advance,  as
        required.

19.     All burning and welding to be  performed  in occupied or finished  areas
        shall be performed after normal business hours and coordinated  with the
        Building office in advance, as required.  Proper ventilation of the work
        area will be required in order to perform this work.

20.     The General Contractor shall provide  Landlord's  managing agent and the
        Building  office with all approved  submittal and closeout  documents as
        well as all required final inspections and Building Department sign-offs
        just prior to or immediately following completion of construction.

21.     Any and all  Alterations  to the Building  sprinkler  system  (including
        draining of system) are to be performed  after normal business hours and
        coordinated with the Building office, as required.  All costs associated
        with the shut  down,  drain  and  refill  of the  sprinkler  system  are
        reimbursable to Landlord.

22.     The  General  Contractor  shall  be  responsible  for any and all  daily
        cleanup required to keep the job site clean throughout the entire course
        of the  Alterations.  No debris  shall be allowed to  accumulate  in any
        public spaces,

23.     The General Contractor shall be responsible for proper protection of all
        existing  finishes and  construction  for Alterations to be performed in
        common Building areas. All Alterations to be performed in occupied areas
        outside of the Premises shall be performed  after normal  business hours
        and coordinated with the Building office, as required.

24.     The General  Contractor  shall  perform any and all hoisting  associated
        with the Alterations after normal business hours. The General Contractor
        will obtain all required  permits and  insurance to perform work of this
        nature.  The  General  Contractor  shall  specify  hoisting  methods and
        provide all required permits and insurance to Landlord's  managing agent
        and the Building office prior to commencement of Alterations.

25.     Union  labor  shall  be  used  by  all  contractors  and  subcontractors
        performing any and all Alterations within the Building.  All contractors
        and subcontractors  shall perform all work in a professional manner, and
        shall  work in  close  harmony  with  one  another  as well as with  the
        Building management and maintenance personnel.

26.     The General  Contractor  shall forward  complete  copies of all approved
        contractor  submittal,  and Building and Fire  Department  sign-offs and
        Statement of  Responsibility  forms, to the Building office  immediately
        following completion of construction.

27.     Two (2) complete sets of "as-built" Final Plans and an additional set in
        an acceptable electronic format must be delivered to Landlord upon final
        completion of the Alterations.


                                     D - 3
<PAGE>


CONFORMED COPY

                             INSURANCE REQUIREMENTS

LIABILITY LIMITATIONS
---------------------

A.      Comprehensive or Commercial  General  Liability  Insurance written on an
        occurrence  basis,  to afford  protection of $5,000.000  combined single
        limit for personal  injury,  bodily  injury  and/or death and Broad Form
        property  damage  arising  out of any one  occurrence  (or  such  lesser
        amounts as may be commercially  reasonable with respect to the insurance
        to be  maintained  by any  subcontractors);  and which  insurance  shall
        include coverage for premises-operations  (including explosion, collapse
        and underground coverage), elevators, contractual liability, owner's and
        contractor's protective liability, and completed operations liability.

B.      Comprehensive  Auto Liability  Insurance  covering the use of all owned,
        non-owned and hired vehicles providing bodily injury and property damage
        coverage,  all on a per occurrence  basis, at a combined single limit of
        $1,000,000.

C.      Worker's   Compensation   Insurance  providing  statutory  benefits  for
        contractor's  employees and Employer's  Liability  Coverage in an amount
        not less than $100,000/$500,000/$100,000.

D.      Property coverage damage to or loss of use of contractor's equipment.

CERTIFICATE HOLDER
------------------
EBS Fifth Property Associates LLC
c/o Emmes Realty Services LLC
420 Lexington Avenue
New York, New York 10170

ADDITIONAL INSUREDS
-------------------

EBS Fifth Property Associates LLC
c/o Emmes Realty Services LLC
420 Lexington Avenue
New York, New York 10170

EBS Duo LLC
c/o Emmes Asset Management Company LLC
420 Lexington Avenue
New York, New York 10170

Emmes EBS MM LLC
c/o Emmes Asset Management Company LLC
420 Lexington Avenue
New York, New York 10170


                                     D - 4
<PAGE>


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Salomon Brothers Realty Corp.
388 Greenwich Street, 11th Floor
New York, New York 10013

Emmes Asset Management Company LLC
420 Lexington Avenue
New York, New York 10170

Emmes Realty Services LLC
420 Lexington Avenue
New York, New York 10170


In addition to listing each of the Additional Insured parties, as noted above,
the Certificate of Insurance, general liability form, shall state that "The
General Aggregate limit applies separately to each project."


The name and address of the Additional Insureds shall appear on the Certificate
of Insurance. The insurance agent's address and telephone number is also
required.


                                     D - 5
<PAGE>


CONFORMED COPY

                                   SCHEDULE E

                         LANDLORD'S WINDOW INSTALLATION


I.      Landlord  agrees,  at its sole cost and expense  and  without  charge to
Tenant,  to provide and install now exterior windows  throughout the tenth floor
of the Building (including the Tenth Floor Expansion Space), which Work shall be
of design,  capacity,  finish and color of the standard  adopted by Landlord for
the Building  (which shall be comparable to the windows  presently  installed in
the Eleventh Floor).

II.     Landlord and Tenant  acknowledge that the window  installation  involves
the  procurement  of  long  lead  items  and,  accordingly,   may  be  performed
simultaneously  with Tenant's Initial  Alteration  and/or after Tenant has taken
possession  of the Tenth Floor Space for the  conduct of its  business  therein.
Landlord shall schedule the window  installation  after consultation with Tenant
and shall use  reasonable  efforts to minimize  unreasonable  interference  with
Tenant's use and occupancy of the Tenth Floor Space in finalizing  the schedule.
However,  once the window installation begins,  Landlord shall have the right to
complete the window installation on a continuous, uninterrupted schedule without
Tenant  interference.  Tenant acknowledges that the window installation shall be
performed at such times,  including  normal business hours, and in such a manner
as Landlord shall reasonably determine;  provided,  however, Landlord and Tenant
agree to mutually cooperate with one another to avoid unreasonable  interference
with  Tenant's  Initial  Alteration  or Tenant's use and  enjoyment of the Tenth
Floor Space  during the  performance  of the window  installation.  In addition,
Tenant agrees (i) not interfere with the performance of the window  installation
and shall coordinate  Tenant's Initial  Alteration so that it does not interfere
with the performance of the window installation, (ii) to cooperate with Landlord
or Landlord's  agent during the  performance  of such work,  including,  but not
limited to, the temporary removal and relocation of Tenant's fixtures, equipment
and other personalty by Tenant, to the extent reasonably necessary, and (iii) to
release  Landlord  from all losses,  costs,  damages and expenses  incurred as a
result of such work,  unless any such loss, cost,  damage or expense arises from
Landlord's negligence or willful misconduct.


                                      E - 1

<PAGE>

CONFORMED COPY


<TABLE>
<CAPTION>
                                         Exhibit C

                                           FF&E

-------------------------------------------------------------------------------------------------
                          10th     11th
                          ----     ----
          Item            Floor    Floor                        Description
          ----            -----    -----                        -----------
-------------------------------------------------------------------------------------------------
<S>                        <C>       <C>   <C>                                 <C>      <C>
PO-1                                 36
-------------------------------------------------------------------------------------------------
PO-2                        8
-------------------------------------------------------------------------------------------------
PO-3
-------------------------------------------------------------------------------------------------
PO-4
-------------------------------------------------------------------------------------------------
PO-5
-------------------------------------------------------------------------------------------------
PO-6
-------------------------------------------------------------------------------------------------
PO-7
-------------------------------------------------------------------------------------------------
Interior Offices            8
-------------------------------------------------------------------------------------------------
Conf. Rms.                  2        2
-------------------------------------------------------------------------------------------------
Lg. Conf. Tables            3        3     Technion-10th fl. 1-118x48,
                                           2-48x96 11th fl 3-48 x 96           Brown    Laminate
                                           10th fl - 1 - 48" diam, 1-36"
                                           diam wd lam, 1-36: versteel -
                                           11th fl
-------------------------------------------------------------------------------------------------
Sm. Conf. Tables            5        2     3-36: diam.
-------------------------------------------------------------------------------------------------
Conf. Chairs                         8     Steelcase                           Black
-------------------------------------------------------------------------------------------------
Desk Chairs                112      125    Teknion/Amicus                      Black    Wheels
-------------------------------------------------------------------------------------------------
Desks                       19       70    Teknion - 29" x 60"                 Brown    Laminate
-------------------------------------------------------------------------------------------------
Rolling Desk                6              Teknion - 29" x 60"                 Grey top Laminate
-------------------------------------------------------------------------------------------------
Returns                     13       67    Teknion - 23" x 36"                 Brown    Laminate
                                           Teknion - 5' x 5' 10th fl - 6' x 6'
-------------------------------------------------------------------------------------------------
Cubicles                    90       51    11th fl.
-------------------------------------------------------------------------------------------------
Ref Furn
-------------------------------------------------------------------------------------------------
Trading Desks
-------------------------------------------------------------------------------------------------
Side Chairs                 49      105    Teknion Black Amicus
                                           Guest Chairs                     Black
-------------------------------------------------------------------------------------------------
Files
-----
-------------------------------------------------------------------------------------------------
36" - 2 Drawer              17       17    Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
36" - 3 Drawer                             Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
36" - 4 Drawer                             Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
36" - 5 Drawer              37       45    Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
30" - 2 Drawer                       6     Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
30" - 5 Drawer                             Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
18" - 2 Drawer                             Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
15" - 2 Drawer              82             Teknion/Chronicle                Black       Metal
-------------------------------------------------------------------------------------------------
30" - 4 Drawer                             Teknion/Chronicle                Black       Meal
-------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

CONFORMED COPY


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                          10th     11th
                          ----     ----
          Item            Floor    Floor                        Description
          ----            -----    -----                        -----------
-------------------------------------------------------------------------------------------------
<S>                        <C>       <C>   <C>                                 <C>      <C>
Pedestal                    99             Teknion                             Black    Metal
-------------------------------------------------------------------------------------------------
Trading Pedestals
-----------------
-------------------------------------------------------------------------------------------------
2 Door Cabinets             2              Teknion                             Black
(36x36)
-------------------------------------------------------------------------------------------------
Book Shelves                         24    Teknion-36" x 5' black, 5 shelves   Black
-------------------------------------------------------------------------------------------------
Refrigerators               1        2     GE 34 1/2" x 67  1/2" white         White
-------------------------------------------------------------------------------------------------
Microwaves                  1        2     GE - 23 1/2" white                  White
-------------------------------------------------------------------------------------------------
Couches                              4     Black Leather w/2 side chairs       Black/Wood
-------------------------------------------------------------------------------------------------
</TABLE>