Conformed Copy                                                              8/99

                                                                   Exhibit 10.17


                          STANDARD FORM OF OFFICE LEASE
                     The Real Estate Board of New York, Inc.

AGREEMENT OF LEASE, made this 15 day of February, 2005, between 417 FIFTH AVENUE
LLC, a Delaware limited liability company having an office c/o Murray Hill
Properties LLC, 1140 Avenue of the Americas, New York, New York 10036, party of
the first part, hereinafter referred to as OWNER, and MARVEL ENTERPRISES, INC.,
a Delaware corporation, having an office at 10 East 40th Street, New York, New
York 10015, party of the second part, hereinafter referred to as TENANT,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner, a
portion of the 10th floor consisting of approximately 2,499 rentable square
feet, all as more particularly identified in Exhibit A, hereinafter collectively
referred to as the "Demised Premises" or "demised premises" in the building
known as 417 Fifth Avenue (the "Building") in the Borough of Manhattan, City,
County and State of New York, for a term to commence on the "Commencement Date"
(as defined in Article 37C), and to end on the "Expiration Date" (as defined in
Article 37F) (unless sooner terminated as hereinafter provided), both dates
inclusive, at an annual rental rate set forth in Article 37G, which Tenant
agrees to pay in lawful money of the United States, which shall be legal tender
in payment of all debts and dues, public and private, at the time of payment, in
equal monthly installments in advance on the first day of each month during said
term, at the office of Owner or such other place as Owner may designate, without
any setoff or deduction whatsoever, except that Tenant shall pay the first
monthly installment(s) on the execution hereof (unless this lease be a renewal).

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

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

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

Occupancy:                   2.      Tenant  shall use and  occupy  the  demised
                             premises for general,  executive and administrative
                             office uses and for uses  incidental  and ancillary
                             thereto.

Tenant                       3.      Tenant shall make no changes in or to the
Alterations                  demised premises Alterations: of any nature without
                             Owner's prior written consent. Subject to the prior
                             written consent of Owner, and to the provisions of
                             this article, Tenant, at Tenant's expense, may make
                             alterations, installations, additions or
                             improvements which are non-structural and which do
                             not affect utility services or plumbing and
                             electrical lines, in or to the interior of the
                             demised premises, by using contractors or mechanics
                             first approved in each instance by Owner, 3(a)
                             Tenant shall, before



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                             making any alterations, additions, installations or
                             improvements, at its expenses, obtain all permits,
                             approvals and certificates required by any
                             governmental or quasi-governmental bodies and (upon
                             completion) certificates of final approval thereof,
                             and shall deliver promptly duplicates of all such
                             permits, approvals and certificates to Owner, and
                             Tenant agrees to carry, and will cause Tenant's
                             contractors and sub-contractors to carry, such
                             worker's compensation, general liability, personal
                             and property damage insurance as Owner may 3(b)
                             require. If any mechanic's is filed against the
                             demised premises, or the building of which the same
                             forms a part, for work claimed to have been done
                             for, or materials furnished to, Tenant, whether or
                             not done pursuant to this article, the same shall
                             be discharged by Tenant within thirty days 3(c), at
                             Tenant's expense, by payment or filing a bond as
                             permitted by law. All fixtures and all paneling,
                             railings and like installations, installed in the
                             demised premises at any time, either by Tenant or
                             by Owner on Tenant's behalf, shall, upon
                             installation, become the property of Owner and
                             shall remain upon and be surrendered with the
                             demised premises. Nothing in this article shall be
                             construed to give Owner title to, or to prevent
                             Tenant's removal of, trade fixtures, moveable
                             office furniture and equipment, but upon removal of
                             same from the demised premises or upon removal, of
                             other installations as may be required by Owner
                             3(d). Tenant shall immediately, and at its expense,
                             repair any damage to the demised premises or the
                             building due to such removal. All property
                             permitted or required to be removed by Tenant at
                             the end of the term remaining in the demised
                             premises after Tenant's removal shall be deemed
                             abandoned and may, at the election of Owner, either
                             be retained as Owner's property or may be removed
                             from the demised premised by Owner, at Tenant's
                             expense.

Maintenance                  4.      Tenant shall, throughout the term of this
and Repairs                  lease, take good care of the demised premises and
                             the fixtures and appurtenances therein 4(a). Tenant
                             shall be responsible for all damage or injury to
                             the demised premises or any other part of the
                             building and the systems and equipment thereof,
                             whether requiring structural or nonstructural
                             repairs caused by, or resulting from, carelessness,
                             omission, neglect or improper conduct of Tenant,
                             Tenant's subtenants, agents, employees, invitees or
                             licensees, or which arise out of any work, labor,
                             service or equipment done for, or supplied to,
                             Tenant or any subtenant, or arising out of the
                             installation, use or operation of the property or
                             equipment of Tenant or any subtenant. Tenant shall
                             also repair all damage to the building and the
                             demised premises caused by the moving of Tenant's
                             fixtures, furniture and equipment. Tenant shall
                             promptly make, at Tenant's expense, all repairs in
                             and to the demised premises for which Tenant is
                             responsible, using only the contractor for the
                             trade or trades in question 4(b). Any other repairs


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                             in or to the building or the facilities and systems
                             thereof, for which Tenant is responsible, shall be
                             performed by Owner at the Tenant's expense. Owner
                             shall maintain in good working order and repair the
                             exterior and the structural portions of the
                             building, including the structural portions of the
                             demised premises, and the public portions of the
                             building interior and the building plumbing,
                             electrical, heating and ventilating systems (to the
                             extent such systems primarily exist) serving the
                             demised premises. Tenant agrees to give prompt
                             notice of any defective condition in the demised
                             premises for which Owner may be responsible
                             hereunder. There shall be no allowance to Tenant
                             for diminution of rental value and no liability on
                             the part of Owner by reason of inconvenience,
                             annoyance or injury to business arising from Owner
                             or others making repairs, alterations, additions or
                             improvements in or to any portion of the building
                             or the demised premises, or in and to the fixtures,
                             appurtenances or equipment thereof. It is
                             specifically agreed that Tenant shall not be
                             entitled to any setoff or reduction of rent by
                             reason of any failure of Owner to comply with the
                             covenants of this or any other article of this
                             lease 4(c). Tenant agrees that Tenant's sole remedy
                             at law in such issuance will be by way of an action
                             for damages for breach of contract. The provisions
                             of this Article 4 shall not apply in the case of
                             fire or other casualty, which are dealt with in
                             Article 9 hereof.

Window                       5.      Tenant will not clean nor require, permit,
Cleaning:                    suffer or allow any window in the demised 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.

Requirements                 6.      Prior to the commencement of the lease
of Law,                      term, if Tenant is then in possession and at all
Fire Insurance,              times thereafter, Tenant, at Tenant's sole cost and
Floor Loads:                 expense, shall promptly comply with all present and
                             future laws, orders and regulations of all state,
                             federal, municipal and local governments,
                             departments, commissions and boards and any
                             direction of any public officer pursuant t law, and
                             all orders, rules and regulations of the New York
                             Board of Fire Underwriters, Insurance Services
                             Office, or any similar body which shall impose any
                             violation, order or duty upon Owner or Tenant with
                             respect to the demised premises, arising out of
                             Tenant's use or manner of use thereof, (including
                             Tenant's permitted use) or, with respect to the
                             building if arising out of Tenant's use or manner
                             of use of the demised premises or the building
                             (including the use permitted under the lease).
                             Nothing herein shall require Tenant to make
                             structural repairs or alteration unless Tenant has,
                             by its manner of use of the demised premises or
                             method of operation therein, violated any such
                             laws, ordinances, orders, rules, regulations or
                             requirements with respect thereto. Tenant may,
                             after securing Owner to Owner's




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                             satisfaction against all damages, interest,
                             penalties and expenses, including, but not limited
                             to, reasonable attorneys' fees, by cash deposit or
                             by surety bond in an amount and in a company 6(a)
                             satisfactory to Owner, contest and appeal any such
                             laws, ordinances, orders, rules, regulations or
                             requirements provided same is done with all
                             reasonable promptness and provided such appeal
                             shall not subject Owner to prosecution for a
                             criminal offense, or constitute a default under any
                             lease or mortgage under which Owner may be
                             obligated, or cause the demised premises or any
                             part thereof to be condemned or vacated. Tenant
                             shall not do or permit any act or thing to be done
                             in or to the demised premises which is contrary to
                             law, or which will invalidate or be in conflict
                             with public liability, fire or other policies of
                             insurance at any time carried by or for the benefit
                             of Owner with respect to the demised premises or
                             the building of which the demised premises form a
                             part, or which shall or might subject Owner to any
                             liability or responsibility to any person, or for
                             property damage. Tenant shall not keep anything in
                             the demised premises, except as now or hereafter
                             permitted by the Fire Department, Board of Fire
                             Underwriters, Fire Insurance Ruling Organization or
                             other authority having jurisdiction, and then only
                             in such manner and such quantity so as not to
                             increase the rate of fire insurance applicable to
                             the building, nor use the demised premises in a
                             manner which will increase the insurance rate for
                             the building or any property located therein over
                             that in effect prior to the commencement of
                             Tenant's occupancy. Tenant shall pay all costs,,
                             expenses, fines, penalties, or damages, which may
                             be imposed upon Owner by reason of Tenant's failure
                             to comply with the provisions of this article, and
                             if by reason of such failure the fire insurance
                             rate shall, at the beginning of this lease, or at
                             any time thereafter, be higher than it otherwise
                             would be, then, Tenant shall reimburse Owner, as
                             additional rent hereunder, for that portion of all
                             fire insurance premiums thereafter paid by Owner
                             which shall have been charged because of such
                             failure by Tenant. In any action or proceeding
                             wherein Owner and Tenant are parties, a schedule or
                             "make-up" of rate for the building or the demised
                             premises issued by the New York Fire Insurance
                             Exchange, or other body making fire insurance rates
                             applicable to said premises shall be conclusive
                             evidence of the facts therein stated and of the
                             several items and charges in the fire insurance
                             rates then applicable to said premises. Tenant
                             shall not place a load upon any floor of the
                             demised premises exceeding the floor load per
                             square foot area which it was designed to carry and
                             which is allowed by law. Owner reserves the right
                             to prescribe the weight and position of all safes,
                             business machines and mechanical equipment. Such
                             installations shall be placed and maintained by
                             Tenant, at, Tenant's expense, n settings
                             sufficient, in Owner's 6(b) judgment, to absorb and
                             prevent vibration, noise and annoyance.



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


Property                     8.      Owner or its agents shall not be liable for
Loss, Damage                 any damage to property of Tenant or of others
Reimbursement                entrusted to employees of the building, nor for
Indemnity:                   loss of or damage to any property of Tenant by
                             theft or otherwise, nor for any injury or damage to
                             persons or property resulting from any cause of
                             whatsoever nature, unless caused by, or due to, the
                             negligence of Owner, its agents, servants or
                             employees. Owner or its agents will not be liable
                             for any such damage caused by other tenants or
                             persons in, upon or about said building, or caused
                             by operations in construction of any private,
                             public or quasi public work. If at any time any
                             windows of the demised premises are temporarily
                             closed, darkened or bricked up (or permanently
                             closed, darkened or bricked up, if required by law)
                             for any reason whatsoever 8(a) Owner's own acts,
                             Owner shall not be liable for any damage Tenant may
                             sustain thereby, and Tenant shall not be entitled
                             to any compensation therefore, nor abatement or
                             diminution of rent, nor shall the same release
                             Tenant from its obligations hereunder, nor
                             constitute an eviction. Tenant shall indemnify and
                             save harmless Owner against and from all
                             liabilities, obligations, damages, penalties,
                             claims, costs and expenses for which Owner shall
                             not be reimbursed by insurance, including
                             reasonable attorneys' fees, paid, suffered or
                             incurred as a result of any breach by Tenant,
                             Tenant's agents, contractors, employees, invitees,
                             or licensees, of any covenant or condition of this
                             lease, or the carelessness, negligence or improper
                             conduct of the Tenant, Tenant's agents,
                             contractors, employees, invitees or licensees.
                             Tenant's liability under this lease extends to the
                             acts and omissions of any subtenant, and any agent,
                             contractor, employee, invitee or licensee of any
                             subtenant. In case any action or proceeding is
                             brought against Owner by reason of any such claim,
                             Tenant, upon written notice from Owner, will at
                             Tenant's expense, __ or defend such action or
                             proceeding by counsel approved by Owner in writing,
                             such approval not to be unreasonably withheld 8(b).



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Destruction,                 9.      (a) If the demised premises or any part
Fire and Other               thereof shall be damaged by fire or other casualty,
Casualty:                    Tenant shall give immediate notice thereof to
                             Owner, and this lease shall continue in full force
                             and effect except as hereinafter set forth. (b) If
                             the demised premises are partially damaged or
                             rendered partially unusable by fire or other
                             casualty, the damages thereto shall be repaired by,
                             and at the expense of, Owner, and the rent and
                             other items of additional rent, until such repair
                             shall be substantially completed, shall be
                             apportioned from the day following the casualty,
                             according to the part of the demised premises which
                             is usable. (c) If the demised premises are totally
                             damaged or rendered wholly unusable by fire or
                             other casualty, then the rent and other items of
                             additional rent, as hereinafter expressly provided,
                             shall be proportionately paid up to the time of the
                             casualty, and henceforth shall cease until the date
                             when the demised premises shall have been repaired
                             and restored by the Owner (or if sooner preoccupied
                             in part by Tenant then rent shall be apportioned as
                             provided in subsection (b) above), subject to Owner
                             `s right to elect not to restore the same as
                             hereinafter provided. (d) If the demised premises
                             are rendered wholly unusable or (whether or not the
                             demised premises are damaged in whole or in part)
                             if the building shall be so damaged that Owner
                             shall decide to demolish it or to rebuild, then, in
                             any of such events, Owner may elect to terminate
                             this lease by written notice to Tenant, given with
                             ninety (90) days after such fire or casualty, or
                             thirty (30) days after adjustment of insurance
                             claim for such fire or casualty, whichever is
                             sooner, specifying a date for the expiration of the
                             lease, which date shall not be more than sixty (60)
                             days after the giving of such notice, and upon the
                             date specified in such notice the term of this
                             lease shall expire as fully and completely as if
                             such date were the date set forth above for the
                             termination of the lease, and Tenant shall
                             forthwith quit, surrender and vacate the demised
                             premises without prejudice however, to Landlord's
                             rights and remedies against Tenant under the lease
                             provisions in effect prior to such termination, and
                             any rent owing shall be paid up to such date, and
                             any payment of rent made by Tenant which were on
                             account of any period subsequent to such date shall
                             be returned to Tenant. Unless Owner shall serve a
                             termination notice as provided herein, Owner shall
                             [Rider to be added if necessary] make the repairs
                             and the restorations under the conditions of (b)
                             and (c) hereof, with reasonable expedition, subject
                             to delays due to adjustments of insurance claims,
                             labor troubles and causes beyond Owner's control.
                             After any such casualty, Tenant shall cooperate
                             with Owner's restoration by removing from the
                             demised premises as promptly as reasonably
                             possible, all of Tenant's salvageable inventory and
                             moveable equipment, furniture, and other property.
                             Tenant's liability for rent shall resume five (5)
                             days after written notice from Owner that the
                             demised premises are




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                             substantially ready for Tenant's occupancy. (e)
                             Nothing contained hereinabove shall relieve Tenant
                             from liability that may exist as a result of damage
                             from fire or other casualty. 9(a) Notwithstanding
                             the foregoing, including Owner's obligation to
                             restore under subparagraph (b) above, each party
                             shall look first to any insurance in its favor
                             before making any claim against the other party for
                             recovery for loss or damage resulting from the fire
                             or other casualty, and to the extent that such
                             insurance is in force and collectible, and to the
                             extent permitted by law, Owner and Tenant each
                             hereby releases and waives all right of recovery
                             with respect to subparagraphs (b), (d), and (e)
                             above, against the other or any one claiming
                             through or under each of them by way of subrogation
                             or otherwise. The release and waiver herein
                             referred to shall be deemed to include any loss or
                             damage to the demised premises and/or to any
                             personal property, equipment, trade fixtures, goods
                             and merchandise located therein. The foregoing
                             release and waiver shall be in force only if both
                             releasors' insurance policies contain a clause
                             providing that such a release or waiver shall not
                             invalidate the insurance. If, and to the extent,
                             that such waiver can be obtained only by the
                             payment of additional premiums, then the party
                             benefiting from the waiver shall pay such premium
                             within ten days after written demand or shall be
                             deemed to have agreed that the party obtaining
                             insurance coverage shall be free of any further
                             obligation under the provisions hereof with respect
                             to waiver of subrogation. Tenant acknowledges that
                             Owner will not carry insurance on Tenant's
                             furniture and/or furnishings or any fixtures or
                             equipment, improvements or appurtenances removable
                             by Tenant, and agreed that Owner will not be
                             obligated to repair any damage thereto or replace
                             the same. (1) Tenant hereby waives the provisions
                             of Section 227 of the Real Property Law and agrees
                             that the provisions of this article shall govern
                             and control in lieu thereof.

Eminent                      10.     If the whole or any part of the demised
Domain:                      premises shall be required or condemned by Eminent
                             Domain for any public or quasi public use or
                             purpose, then, and in that event, the term of this
                             lease shall cease and terminate from the date of
                             the vesting in such proceeding, and Tenant shall
                             have no claim for the value of any unexpected term
                             of said lease, and assigns to Owner, Tenant's
                             entire interest in such award. Tenant shall have
                             the right to make an independent claim to the
                             condemning authority for the value of Tenant's
                             moving expenses and personal property, trade
                             fixtures and equipment, provided Tenant is entitled
                             pursuant to the terms of the lease to remove such
                             property, trade fixtures and equipment at the end
                             of the term, and provided further such claim does
                             not reduce Owner's award.



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Assignment,                  11.     Tenant, for itself its heirs, distributer,
Mortgage,                    executors, administrators, legal representatives,
Event                        successors and assigns, expressly covenants that it
                             shall not assign, mortgage or encumber this
                             agreement, nor underlet, or suffer or permit the
                             demised premises or any part thereof to be used by
                             others, without prior written consent of Owner in
                             each instance. If this lease be assigned, or if the
                             demised premises or any part thereof be underlet or
                             occupied by anybody other than Tenant, Owner may,
                             after default by Tenant, collect rent from the
                             assignee, undertenant or occupant, and apply the
                             first amount collected to the rent herein reserved,
                             but no such assignment, underletting, occupancy or
                             collection shall be deemed a waiver of this
                             covenant, or the acceptance of the assignee,
                             undertenant or occupant as tenant, or a release of
                             Tenant from the further performance by Tenant of
                             coverage on the part of Tenant herein contained.
                             The consent by Owner to an assignment or
                             underletting shall not in any wise be construed to
                             relieve Tenant from obtaining the express consent
                             in writing of Owner to any further assignment or
                             underletting.

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

Access to                    13.     Owner or Owner's agents shall have the
Premises:                    right (but shall not be obligated) to enter the
                             demised premises in any emergency at anytime, and,
                             at other reasonable times 13(a), to examine the
                             same and to make such repairs, replacements and
                             improvements as Owner may deem necessary and
                             reasonably desirable to the demised premises or to
                             any other portion of the building or which Owner
                             may elect to perform. Tenant shall permit Owner to
                             use and maintain and replace pipes and conduits in
                             and through the demised premises and to erect new
                             pipes and conduits therein, provided they are
                             concealed within the walls, floor, or ceiling.
                             Owner may, during the progress of any work in the
                             demised premises, take all necessary materials and
                             equipment into said premises without the same
                             constituting an eviction, nor shall the Tenant be
                             entitled to any abatement of rent while such work
                             is in progress, nor to any damages by reason of
                             loss or interruption of business or otherwise
                             13(b). Throughout the term hereof, Owner shall have
                             the right to enter the demised premises at
                             reasonable hours 13(c) for the purpose of showing
                             the same to




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                             prospective purchasers or mortgagees of the
                             building, and during the last six months of the
                             term, for the purpose of showing the same to
                             prospective tenants. If Tenant is not present to
                             open and permit an entry into the demised premises,
                             Owner or Owner's agents may enter the same whenever
                             such entry may be necessary or permissible by
                             master key or forcibly, and provided reasonable
                             care is exercised to safeguard Tenant's property,
                             such entry shall not render Owner or its agents
                             liable therefor, nor in any event shall the
                             obligations of Tenant hereunder be affected. If
                             during the last month of the term Tenant shall have
                             removed all or substantially all of Tenant's
                             property therefrom, Owner may immediately enter,
                             alter, renovate or redecorate the demised premises
                             without limitation or abatement of rent, or
                             incurring liability to Tenant for any compensation,
                             and such act shall have no effect on this lease or
                             Tenant's obligations hereunder.

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

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

Bankruptcy:                  16.     (a) Anything elsewhere in this lease to the
                             contrary notwithstanding, this lease may be
                             cancelled by Owner by the sending of a written
                             notice to Tenant within a reasonable time that the
                             happening of any one or more of the following
                             events: (1) the commencement of a case in
                             bankruptcy or under the laws or any state



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                             naming Tenant as the debtor; or (2) the making by
                             Tenant of an assignment or any other arrangement
                             for the benefit of creditors under any state
                             statute. Neither Tenant nor any person claiming
                             through or under Tenant, or by reason of any
                             statute or order of court, shall thereafter be
                             entitled to possession of the premises demised but
                             shall forthwith quit and surrender the demised
                             premises. If this lease shall be assigned in
                             accordance with its terms, the provisions of this
                             Article 16 shall be applicable only to the party
                             then owning Tenant's interest in this lease.

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

Default:                     17.     (1) If Tenant defaults in fulfilling any of
                             the covenants of this lease other than the
                             covenants for the payment of rent or additional
                             rent; whereupon the demised premises shall be taken
                             or occupied by someone other than Tenant; or if
                             this lease be rejected under Section 365 of Title
                             11 of the U.S. Code (Bankruptcy Code); or if Tenant
                             shall fail to move into or take possession of the
                             demised premises within thirty (30) days after the
                             commencement of the term of this lease, 17(a) then,
                             in any one or more of such events, upon Owner
                             serving a written fifteen (15) days notice upon
                             Tenant specifying the nature of said default, and
                             upon the expiration of said fifteen (15) days, if
                             Tenant shall have failed to comply with or



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                             remedy such default, or if the said default or
                             omission complained of shall be of a nature that
                             the same cannot be completely cured or remedied
                             within said fifteen (15) day period, and if Tenant
                             shall not have diligently commenced during such
                             default within such fifteen (15) day period, and
                             shall not thereafter with reasonable diligence and
                             in good faith, proceed to remedy or cure such
                             default, then Owner may serve a written five (5)
                             days notice of cancellation of this lease upon
                             Tenant, and upon the expiration of said five (5)
                             days this lease and the term thereunder shall end
                             and expire as fully and completely as if the
                             expiration of such five (5) day period were the day
                             herein definitely fixed for the end and expiration
                             of this lease and the term thereof, and Tenant
                             shall then quit and surrender the demised premises
                             to Owner, but Tenant shall remain liable as
                             hereinafter provided.

                                     (2) If the notice provided for in (1)
                             hereof shall have been given, and the term shall
                             expire as aforesaid; or if Tenant shall make
                             default in the payment of the rent reserved herein,
                             or any item of additional rent herein mentioned, or
                             any part of either, or in making any other payment
                             herein required, then, and in any of such events,
                             Owner may 17(b), dispossess Tenant by summary
                             proceedings or otherwise, and the legal
                             representative of Tenant or other occupant of the
                             demised premises, and remove their affects and hold
                             the demised premises as if this lease had not been
                             made, and Tenant hereby waives the service of
                             notice of [illegible in original]to re-enter or
                             institute legal proceedings to that end. If tenant
                             shall make default thereunder prior to the date
                             fixed as the [illegiable in original] of any
                             renewal or extension of this lease. Owner may
                             cancel and terminate such renewal or extension
                             agreement by written notice.

Remedies of                  18.     In case of any such default, re-entry,
Owner and                    expiration and/or dispossess by summary proceedings
Waiver of                    or other wise, (a) the rent shall become due
Redemption                   thereupon and be paid up to the time of such
                             re-entry, dispossess and/or expiration, (b) Owner
                             may re-let the demised premises or any part or
                             parts thereof, either in the name of Owner or
                             otherwise, for a term or terms, which may at
                             Owner's option be less than or exceed the period
                             which would otherwise have constituted the balance
                             of the term of this lease, and may grant
                             concessions or free rent or charge a higher rental
                             than that in this lease, and/or (c) Tenant or the
                             legal representatives of Tenant shall also pay to
                             Owner as liquidated damages for the failure of
                             Tenant to observe and perform said Tenant's
                             covenants herein contained, any deficiency between
                             the rent hereby reserved and/or covenanted to be
                             paid, and the net amount, if any, of the rents
                             collected on account of the lease or leases of the
                             demised premises for each month of the period which
                             would otherwise have constituted the balance of the
                             term of this lease. The failure of Owner to re-let
                             the demised premises, or any part, or parts



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

Fees and                     19.     If Tenant shall default in the observance
Expenses                     or performance of any terms or covenants 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 notice, if required,
                             and upon expiration of any applicable grace period,
                             if any, (except in an emergency), then, unless
                             otherwise provided elsewhere in this lease, Owner
                             may immediately, or at any time thereafter and
                             without notice, perform the obligation of Tenant
                             thereunder. If Owner, in connection with the
                             foregoing, or in connection with any default by
                             Tenant in the covenant to pay rent hereunder, makes
                             any expenditures or incurs any obligations for the
                             payment of money, including but not limited to
                             reasonable attorneys'




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                             fees, in instituting, prosecuting or defending any
                             action or proceeding, and prevails in any such
                             action or proceeding, then Tenant will reimburse
                             Owner for such sums so paid, or obligations
                             incurred, with interest and costs. The foregoing
                             expenses incurred by reason of Tenant's default
                             shall be deemed to be additional rent hereunder,
                             and shall be paid by Tenant to Owner within ten
                             (10) days of rendition of any bill or statement to
                             Tenant therefor. If Tenant's lease term shall have
                             expired at the time of making of such expenditures
                             or incurring of such obligations, such sums shall
                             be recoverable by Owner as damages.

Building                     20.     Owner shall have the right at any time
Alterations                  without the same exercising an eviction and without
and                          incurring liability to Tenant therefore; to change
Management:                  the arrangement and/or location of public
                             entrances, passageways, doors, doorways, corridors,
                             elevators, stairs, [illegible in original]or other
                             public parts of the building, and to change the
                             name, number of designation by which the building
                             may be known. There shall be no allowance to Tenant
                             for diminution of rental value and no liability on
                             the part of Owner by reason of inconvenience,
                             annoyance or injury to business arising from Owner
                             or other Tenants making any repairs in the building
                             or any such alterations, additions and
                             improvements. Furthermore, Tenant shall not have
                             any claims against Owner by reason of Owner's
                             imposition of such controls of the manner of access
                             to the building by Tenant's social or business
                             visitors as the Owner may deem necessary for the
                             security of the building and its occupants.

No Repre-                    21.     Neither Owner nor Owner's agents have made
sentations                   any representations or promises with respect to the
Owner:                       physical condition of the building, the land upon
                             which it is [illegible in original]or the demised
                             premises, the rents, leases, expenses of operation
                             or any other matter or thing affecting or related
                             to the demised premises, except as herein expressly
                             set forth, and no rights, easements or licenses are
                             acquired by Tenant by implication or otherwise,
                             except as expressly set forth in the provisions of
                             this lease. Tenant has inspected the building and
                             the demised premises and is thoroughly acquainted
                             with their condition and agrees to take the same
                             "as-is", and acknowledges that the taking of
                             possession of the demised premises by Tenant shall
                             be conclusive evidence that the said premises and
                             the building of which the same forms a part were in
                             good and satisfactory condition at the time such
                             possession was so taken, except as to latent
                             defects. All understandings and agreements
                             heretofore made between the parties hereto are
                             merged in this contract, which alone fully and
                             completely expresses the agreement between Owner
                             and Tenant, and any executory agreement hereafter
                             made shall be ineffective to change, modify,
                             discharge or effect an abandonment of it in whole
                             or in part, unless such executory




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                             agreement is in writing and signed by the party
                             against whom enforcement of the change,
                             modification, discharge or abandonment is sought.

End of                       22.     Upon the expiration or other termination of
Term:                        the term of this lease, Tenant shall quit and
                             surrender to Owner the demised premises,
                             "broom-clean", in good order and condition,
                             ordinary wear and damages which Tenant is not
                             required to repair as provided elsewhere in this
                             lease excepted, and Tenant shall remove all its
                             property. Tenant's obligation to observe or perform
                             this covenant shall survive the expiration or other
                             termination of this lease. If the last day of the
                             term of this lease or any renewal thereof, falls on
                             a Sunday, this lease shall expire at noon on the
                             preceding Saturday, unless it be a legal holiday,
                             in which case it shall expire at noon on the
                             preceding business day.

Quiet                        23.     Owner covenants and agrees with Tenant that
Enjoyment:                   upon Tenant paying the rent and additional rent and
                             observing and performing all the terms, covenants
                             and conditions, on Tenant's part to be observed and
                             performed, Tenant may peaceably and quietly enjoy
                             the premises hereby demised, subject nevertheless,
                             to the terms and conditions of this lease
                             including, but not limited to, Article 31 hereof,
                             and to the ground leases, underlying leases and
                             mortgages hereinbefore mentioned.

Failure                      24.     If Owner is unable to give possession of
to Give                      the demised premises on the date of the
Possession:                  commencement of the term hereof because of the
                             holding-over or retention of possession of any
                             tenant, undertenant or occupants, of if the demised
                             premises are located in a building being
                             constructed, because such building has not been
                             sufficiently completed to make the demised premises
                             ready for occupancy, or because of the fact that a
                             certificate of occupancy has not been procured, or
                             for any other reason, Owner shall not be subject to
                             any liability for failure to give possession on
                             said date and the validity of the lease shall not
                             be impaired under such circumstances, nor shall the
                             same be construed in any wise to extend the term of
                             this lease, but the rent payable hereunder shall be
                             abated (provided Tenant is not responsible for
                             Owner's inability to obtain possession or complete
                             construction) until after Owner shall have given
                             Tenant written notice that the Owner is able to
                             deliver possession in condition required by this
                             lease. If permission is given to Tenant to enter
                             into possession of the demised premises, or to
                             occupy premises other than the demised premises,
                             prior to the date specified as the commencement of
                             the term of this lease, Tenant covenants and agrees
                             that such possession and/or occupancy shall be
                             deemed to be under the terms, covenants, conditions
                             and provisions of this lease, except the obligation
                             to pay the fixed annual rent set forth in the
                             preamble to this lease. The




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                             provisions of this article are intended to
                             constitute "an express provision to the contrary"
                             within the meaning of Section 223-a of the New York
                             Real Property Law.

No Waiver:                   25.     The failure of Owner to seek redress for
                             violation of, or to insist upon the strict
                             performance of, any covenant or condition of this
                             lease or of any of the Rules or Regulations, set
                             forth or hereafter adopted by Owner, shall not
                             prevent a subsequent act which would have
                             originally constituted a violation from having all
                             the force and effect of an original violation. The
                             receipt by Owner of rent and/or additional rents
                             with knowledge of the breach of any covenant of
                             this lease shall not be deemed a waiver of such
                             breach, and no provision of this lease shall be
                             deemed to have been waived by Owner unless such
                             waiver be in writing signed by Owner. No payment by
                             Tenant or receipt by Owner of a lesser amount than
                             the monthly rent herein stipulated shall be deemed
                             to be other than an account of the earliest
                             stipulated rent, nor shall any endorsement or
                             statement of any check or any letter accompanying
                             any check or payments as rent be deemed an accord
                             and satisfaction, and Owner may accept such check
                             or payment without prejudice to Owner's right to
                             recover the balance of such rents or pursue any
                             other remedy in this lease provided, no act or
                             thing done by Owner or Owner's agents during the
                             term hereby demised shall be deemed in acceptance
                             of a surrender of the demised premises, and no
                             agreement to accept such surrender shall be valid
                             unless in writing signed by Owner. No employee of
                             Owner or Owner's agent shall have any power to
                             accept the keys of said premises prior to the
                             termination of the lease, and the delivery of keys
                             to any such agent or employee shall not operate as
                             a termination of the lease or a surrender of the
                             demised premises.


Waiver of                    26.     It is mutually agreed by and between Owner
Trial by Jury:               and Tenant that the respective parties hereto
                             shall, and they hereby do, waive trial by jury in
                             any action proceeding or counterclaim brought by
                             either of the parties hereto against the other
                             (except for personal injury or property damage) on
                             any matters whatsoever arising out of, or in any
                             way connected with, this lease, the relationship of
                             Owner and Tenant, Tenant's use of, or occupancy of,
                             the demised premises, and any emergency statutory
                             or any other statutory remedy. It is further
                             mutually agreed that in the event Owner commences
                             any proceeding or action, for possession, including
                             a summary proceeding for possession of the demised
                             premises, Tenant will not interpose any
                             counterclaim of whatever nature or description in
                             any such proceeding, including a counterclaim under
                             Article 4, except for statutory mandatory
                             counterclaims.

Inability to                 27.     This lease and the obligation of Tenant to
Perform:                     pay rent hereunder and perform all of the other
                             covenants and agreements hereunder on



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                             part of Tenant to be performed shall in no wise be
                             affected, impaired or executed because Owner is
                             unable to fulfill any of its obligations under this
                             lease, or to supply, or is delayed in supplying,
                             any service expressly or impliedly to be supplied,
                             or is unable to make, or is delayed in making, any
                             repair, additions, alterations, or decorations, or
                             is unable to supply, or is delayed in supplying,
                             any equipment, fixtures, or other materials. If
                             Owner is prevented or delayed from so doing by
                             reason of strike or labor troubles or any cause
                             whatsoever including, but not limited to,
                             government preemption or restrictions, or by reason
                             of any rule, order or regulation of any department
                             or subdivision thereof of any government agency, or
                             by reason of the conditions which have been or are
                             affected, either directly or indirectly, by war or
                             other emergency.

Bills and                    28.     DELETED IN ORIGINAL
Notices:

Services                     29.     As long as Tenant is not in default under
Provided by                  any of the covenants of this lease beyond the
Owners:                      applicable grace period provided in this lease for
                             the curing of such defaults, Owner shall provide:
                             (a) necessary elevator facilities on business days
                             from 8 a.m. to 6 p.m. and have one elevator subject
                             to call at all other times; (b) heat to the demised
                             premises when and is required by law, on business
                             days from 8 a.m. to 6 p.m.; (c) water for ordinary
                             lavatory purposes, but if Tenant uses or consumes
                             water for any other purposes or in unusual
                             quantities (of which fact Owner shall be the sole
                             judge). Owner shall install a water meter at
                             Tenant's expense, which Tenant shall thereafter
                             maintain at Tenant's expense in good working order
                             and repair, to register such water consumption, and
                             Tenant shall pay for water consumed as shown on
                             said meter [Rider to be added if necessary.] as
                             additional rent as and when bills are rendered; (d)
                             cleaning service for the demised premises on
                             business days at Owner's expense provided that the
                             same are kept in order by Tenant. If, however, said
                             premises are to be kept clean by Tenant, it shall
                             be done at Tenant's sole expense, in a manner
                             reasonably satisfactory to Owner, and no one other
                             than persons approved by Owner shall be permitted
                             to enter said premises or the building of which
                             they are a part for such purpose. Tenant shall pay
                             Owner the cost of removal of any of Tenant's refuse
                             and rubbish from the building; (e) if the demised
                             premises are serviced by Owner's air
                             conditioning/cooling and ventilating system, air
                             conditioning/cooling will be furnished to Tenant
                             from May 15th through September 20th on business
                             days (Mondays through Fridays, holidays excepted)
                             from 1:00 a.m. to 6:00 p.m., and ventilation will
                             be furnished on business days during the aforesaid
                             hours except when air conditioning/cooling is being
                             furnished as aforesaid. If Tenant requires air
                             conditioning/cooling or ventilation for more
                             extended hours or on Saturdays, Sundays or on
                             holidays, as defined under




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                             Owner's contract with the International Union of
                             Operating Engineers Local 94, 94A, 94B, Owner will
                             furnish the same at Tenant's expense, RIDER to be
                             added in respect to rules and conditions for such
                             additional service; (f) Owner reserves the right to
                             stop service of the heating, elevators, plumbing,
                             air conditioning, electric, power systems or
                             cleaning or other services, if any, when necessary
                             by reason of accident, or for repairs, alterations,
                             replacements or improvements necessary or desirable
                             in the judgment of Owner, for as long as may be
                             reasonably required by reason thereof. If the
                             building of which the demised premises are a part
                             supplies manually operated elevator service, Owner
                             at any time may [illegible in original] automatic
                             control elevator service and proceed diligently
                             with alterations necessary therefore without in any
                             wise affecting this lease or the obligations of
                             Tenant hereunder.

Captions:                    30.     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 provisions thereof.

Definitions:                 31.     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, bootblacker or other stand, barber shop, or
                             for other similar purposes, or for manufacturing.
                             The term "Owner" means a landlord or lessor, and as
                             used in this lease means only the owner, or the
                             mortgagee in possession for the time being, of the
                             landlord and building (or the owner of a lessee of
                             the building or of the land and building) of which
                             the demised premises form a part, so that in the
                             event of a sale or sales of said land and building,
                             or of said lease, or in the event of a lease of
                             said building, or of the land and building, the
                             said Owner shall be, and hereby is, entirely freed
                             and relieved of all covenants and obligations of
                             Owner hereunder, and it shall be deemed and
                             construed without further agreement between the
                             parties or their successors in interest, or between
                             the parties and the purchaser, at any such sale, or
                             the said lessee of the building, or of the land and
                             building, that the purchaser or the lessee of the
                             building has assumed and agreed to carry out any
                             and all covenants and obligations of Owner,
                             hereunder. The words "re-enter" and "re-entry" as
                             used in this lease are not restricted to their
                             technical legal meaning. The term "business days"
                             as used in this lease shall exclude Saturdays,
                             Sundays and all days as observed by the State or
                             Federal Government as legal holidays and those
                             designated as holidays by the applicable building
                             service union employees serving contract, or by the
                             applicable Operating Engineers contract with
                             respect to HVAC service. Wherever it is expressly
                             provided in this lease that consent shall not be
                             unreasonably withheld,




                                       17
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                             such consent shall not be unreasonably delayed.


Adjacent                        32.  If an excavation shall be made upon land
Excavation-                  adjacent to the demised premises, or shall be
Shoring:                     authorized to be made, Tenant shall afford to the
                             person causing or authorized to cause such
                             excavation, a license to enter upon the demised
                             premises for the purpose of doing such work as said
                             person shall deem necessary to preserve the wall or
                             the building, of which demised premises form a
                             part, from injury or damage, and to support the
                             same by proper foundations, without any claim for
                             damages or indemnity against Owner, or diminution
                             or abatement of rent.

Rules and                    33.     Tenant and Tenant's servants, employees,
Regulations:                 agents, visitors, and licensees shall observe
                             faithfully, and comply strictly with, the Rules and
                             Regulations and such other and further reasonable
                             Rules and Regulations as Owner of Owner's agent may
                             from time to time adopt. Notice of any additional
                             Rules or Regulations shall be given in such manner
                             as Owner may elect. In case Tenant disputes the
                             reasonableness of any additional Rules or
                             Regulations hereafter made or adopted by Owner or
                             Owner's agents, the parties hereto agree to submit
                             the question of the reasonableness of such Rules or
                             Regulations for decision to the New York office of
                             the American Arbitration Association, whose
                             determination shall be final and conclusive upon
                             the parties hereto. The right to dispute the
                             reasonableness of any additional Rules or
                             Regulations upon Tenant's part shall be deemed
                             waived unless the same shall be asserted by service
                             of a notice, in writing, upon Owner, within fifteen
                             (15) days after the giving of notice thereof.
                             Nothing in this lease contained shall be construed
                             to impose upon Owner any duty or obligation to
                             enforce the Rules and Regulations or terms,
                             covenants or conditions in any other lease, as
                             against any other tenant, and Owner shall not be
                             liable to Tenant for violation of the same by any
                             other tenant, its servants, employees, agents,
                             visitors or licensees.

Security:                    34.     DELETED IN ORIGINAL

Estoppel                     35.     Tenant, at any time, and from time to time,
Certificate:                 upon at least ten (10) days prior notice by Owner,
                             shall execute, acknowledge and deliver to Owner,
                             and/or to any other person, firm or corporation
                             specified by Owner, a statement certifying that
                             this lease is unmodified, and in full force and
                             effect (or, if there have been modifications, that
                             the same is in full force and effect as modified
                             and [deleted in original] the modifications),
                             stating the dates to which the rent and additional
                             rent have been paid, and stating whether or not
                             there exists any default by Owner under this lease,
                             and, if so, specifying such default.



                                       18
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Successors                   36.     The covenants, conditions and agreements
and Assigns:                 contained in this lease shall bind and inure to the
                             benefit of Owner and Tenant and their respective
                             heirs, distributees, executors, administrators,
                             successors, and except as otherwise provided in
                             this lease, their assigns. Tenant shall look only
                             to Owner's estate and interest in the land and
                             building, for the satisfaction of Tenant's remedies
                             for the collection of a judgment (or other judicial
                             process) against Owner in the event of any default
                             by Owner hereunder, and no other property or assets
                             of such Owner (or any partner, member, officer or
                             director thereof, disclosed or undisclosed), shall
                             be subject to levy, execution or other enforcement
                             procedure for the satisfaction of Tenant's remedies
                             under, or with respect to, this lease, the
                             relationship of Owner and Tenant hereunder, or
                             Tenant's use and occupancy of the demised premises.

                See rider annexed hereto and made a part hereof.

In Witness Whereof, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

                                      417 FIFTH AVENUE

Witness for Owner:                    By:   OLY Fifth Avenue GP, LCC, its
                                            Managing Member


                                            By:        /s/ Timothy B. Smith
-----------------------------                     ------------------------------
                                                  Name:     Timothy B. Smith
                                                  Title:    Vice President

Witness for Tenant:                   MARVEL ENTERPRISES, INC.


     /s/ Janet Shaffer                By:      /s/ Kenneth P. West
-----------------------------            ---------------------------------------
Janet Shaffer                         Name:  Kenneth P. West
                                      Title: EVP & CFO



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                                 ACKNOWLEDGEMENT

STATE OF NEW YORK,

                     SS.:

COUNTY OF

        On this _____ day of ___________ in the year _______, before me, the
undersigned, a Notary Public in and for said State, personally appeared
______________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of
which the individual(s) acted, executed the instrument.


                                                 -------------------------------
                                                          NOTARY PUBLIC




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                           > IMPORTANT - PLEASE READ <

                      RULES AND REGULATIONS ATTACHED TO AND
                            MADE A PART OF THIS LEASE
                         IN ACCORDANCE WITH ARTICLE 22.

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

2. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed, and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the Tenant, whether or not caused by
Tenant, or its [illegible in original], agents, employees or visitors.

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

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

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



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6. Tenant shall not mark, paint, drill into, or in any way deface, any part of
the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Owner, and as Owner may direct. Tenant shall not lay linoleum, or
other similar floor covering, so that the same shall come in direct contact with
the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used, an [illegible in original]of builder's
[illegible in original] fall shall be [illegible in original] affixed to the
floor, by a paste or other material, soluble in water, the use of cements or
other similar adhesive material being extremely prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the
doors, or windows by Tenant, nor shall any changes be made in existing locks or
mechanism thereof. Tenant must, upon the termination of his tenancy, restore to
Owner all keys of stores, offices and [illegible in original]rooms, either
furnished to, or otherwise procured by Tenant, and in the event of the loss of
keys, so furnished, Tenant shall pay to Owner the cost thereof.

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

9. Canvassing, soliciting and peddling in the building is prohibited and Tenants
shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not
present a pass to the building signed by Owner, Owner will furnish passes to
persons for whom Tenant requests same in writing. Tenant shall be responsible
for all persons for whom he requests such pass, and shall be liable to Owner for
all [illegible in original]of such persons. Tenant shall not have a claim
against Owner by reason of Owner excluding from the building any person who does
not present such pass.

11. Owner shall have the right to prohibit any advertising by Tenant which in
Owner's opinion, [illegible in original]to impair the reputation of the building
or its desirability as a building for offices, and upon [illegible in
original]from Owner, Tenant shall refrain from or discontinue such advertising.

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

13. If the building contains central air conditioning and ventilation, Tenant
agrees to keep all windows closed at all times and to abide by all rules and
regulations issued by Owner with respect to such services. If Tenant requires
air conditioning or ventilation after the usual hours, Tenant shall give notice
in writing to the building superintendent prior to 3:00 p.m. in the area of
services required on weekdays, and prior to 3:00 p.m. on the day prior in case
of after hours



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service required on weekends or on holidays. Tenant shall cooperate with Owner
in obtaining maximum effectiveness of the cooling system by lowering and closing
Venetian blinds and/or drapes and curtains when the sun's rays fall directly on
the windows of the demised premises.

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures matter or out of the building without Owner's prior written
consent. If such safe, machinery, equipment, bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with the
Administrative Code of the City of New York and all other laws and regulations
applicable thereto, and shall be done during such hours as Owner may designate.

15. Refuse and Trash, (1) Compliance by Tenant. Tenant covenants and agrees, at
its sole cost and expense, to comply with all present and future laws, orders,
and regulations, of all state, federal, municipal, and local governments,
departments, commissions and boards regarding the collection, sorting,
separation and recycling of waste products, garbage, refuse and trash. Tenant
shall sort and separate such waste products, garbage, refuse and trash into such
categories as provided by law. Each separately sorted category of waste
products, garbage, refuse and trash shall be placed in separate receptacles
reasonably approved by Owner. Such separate receptacles may, at Owner's option,
be removed from the demised premises in accordance with a collection schedule
prescribed by law. Tenant shall remove, or cause to be removed by a contractor
acceptable to Owner, at Owner's sole discretion, such items as Owner may
expressly designate. (2) Owner's Rights in Event of Noncompliance. Owner has the
option to refuse to collect or accept from Tenant waste products, garbage,
refuse or trash (a) that is not separated and sorted as required by law or (b)
which consists of such items as Owner may expressly designate for Tenant's
removal, and to require Tenant to arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay
all costs, expenses, fines, penalties, or damages that may be imposed on Owner
or Tenant by reason of Tenant's failure to comply with the provisions of this
Building Rule 15, and, at Tenant's sole cost and expense, shall indemnity,
defend and hold Owner harmless (including reasonable legal fees and expenses)
from and against any actions, claims, and suits arising from such noncompliance,
utilizing counsel reasonably satisfactory to Owner.



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Address

Premises

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                          TO



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                      STANDARD FORM OF

                           OFFICE
                           LEASE

          The Real Estate Board of New York, Inc.
          (C) Copyright 1999. All rights Reserved.
        Reproduction in whole or in part prohibited.

==========================================================

Dated                               in the year

Rent Per Year

Rent Per Month

Term
From
To

Drawn by
        ..................................................

Checked by
          ................................................

Entered by
          ................................................

Approved by
           ...............................................

==========================================================



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                              Rider to Printed Form

Insert 3(a). "Notwithstanding anything to the contrary contained in this Lease,
Tenant shall have the right, on not less than ten (10) days prior written notice
to Landlord (except in the case of the performance of painting, installation of
wall coverings, carpet installation and other solely cosmetic or decorative
changes, in which event no notice shall be required), but without being required
to obtain Landlord's consent, to perform non-structural alterations in or to the
Demised Premises which do not require the issuance of a building permit or any
other governmental authorization ("Minor Changes") and which do not involve or
affect any public portion of the Building or the plumbing, sprinkler, life
safety, electrical, heating and/or ventilating systems of the Building; provided
that such Minor Changes cost less than $5,000.00, and are made entirely, and are
visible only, within the Demised Premises, but Tenant shall nonetheless comply
with all of the other requirements governing alterations set forth in this
Lease."

Insert 3(b).  "reasonably"

Insert 3(c).  "after Tenant's receipt of notice thereof

Insert 3(d).  "this Lease"

Insert 4(a). "except to the extent of damage caused solely and directly by
Owner, its contractors, agents or employees"

Insert 4(b).  "who are reasonably satisfactory to Owner"

Insert 4(c). 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
that 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 Fixed
Annual Rent or Additional 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


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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 Article 4, 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 Demised Premises or
any "material portion" thereof not reasonably unusable (as reasonably determined
by Landlord) and as a result thereof Tenant ceases to conduct business therein,
provided and upon the condition that this Lease is in force and effect and
Tenant is not in default hereunder beyond applicable notice and grace periods,
the Fixed Annual Rent and Additional Rent shall be abated in the proportion by
which the portion of the Demised Premises which is not reasonably usable and is
not used by Tenant bears to the total area of the Demised 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 hereof, the term
"material portion" shall mean not less than twenty-five (25%) percent of the
area of the Demised Premises. In the event Landlord is unable to cure a
Substantial Services Failure 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 or other impossibility exists. Notwithstanding
the foregoing remedy, Landlord agrees to diligently pursue the restoration of
any interrupted services.

Insert 6(a).  "reasonably"

Insert 6(b).  "reasonable"

Insert 8(a).  "other than"

Insert 8(b). "provided that if Tenant's insurance will cover the claim and the
insurance company has the right to select counsel, counsel shall be deemed
satisfactory to Owner."

Insert 9(a). "If all or substantially all of the rentable area of the Demised
Premises is damaged by fire or other casualty or are rendered wholly
untenantable thereby, and if Landlord shall elect to restore the Demised
Premises, Landlord shall, within sixty (60) days 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 Demised 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 provided that Tenant shall have simultaneously terminated (or elected to
terminate) the CIBC Sublease (as hereinafter defined), 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)


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days after the giving of such notice by Tenant) or the date Tenant vacates the
Demised Premises and removes all its property therefrom."

Insert 13(a).  "during business hours"

Insert 13(b). provided that Owner uses good faith reasonable efforts to cause a
minimum of interference with Tenant's business and in no event shall Owner store
excessive quantities of construction material or supplies in the Demised
Premises."

Insert 13(c).  "during business hours"

Insert 17(a). "or if that certain sublease dated August 5, 2004 in respect of
the balance of the 10th floor of the Building, by and between CIBC World Markets
Corp., a Delaware corporation, and Tenant (the "CIBC Sublease"), shall be
terminated as a consequence of a default by Tenant arising thereunder

Insert 17(b).  "by lawful means"




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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

37.     BASIC PROVISIONS.......................................................1

38.     ESCALATION PAYMENTS....................................................2

39.     ELECTRIC CURRENT.......................................................7

40.     END OF TERM...........................................................12

41.     CONDITION OF DEMISED PREMISES; LANDLORD'S WORK........................12

42.     TENANT'S CHANGES......................................................13

43.     SUBORDINATION AND ATTORNMENT..........................................15

44.     INSURANCE.............................................................16

45.     INDEMNIFICATION OF LANDLORD...........................................18

46.     ADDITIONAL RENT; LATE CHARGES.........................................19

47.     LIABILITY OF LANDLORD.................................................19

48.     ASSIGNMENT, MORTGAGING, SUBLETTING, ETC...............................20

49.     OVERTIME AIR CONDITIONING AND OTHER SERVICES..........................23

50.     COMPLIANCE WITH LAWS..................................................24

51.     BROKERAGE.............................................................24

52.     MISCELLANEOUS.........................................................24

53.     REAL PROPERTY LAW SECTION 223-A.......................................26

54.     LEGAL RENT RESTRICTIONS...............................................26

55.     RIGHT TO CURE DEFAULTS................................................26

56.     CONSENTS..............................................................26

57.     CLEANING..............................................................27

58.     NOTICES...............................................................27

59.     CERTIFICATE OF TENANT.................................................27


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EXHIBIT A - Demised Premises
EXHIBIT B - Intentionally Omitted
EXHIBIT C - Landlord's Work
EXHIBIT D - Cleaning Specifications
EXHIBIT E - Overtime Period Rates
EXHIBIT F - Form of Estoppel Certificate



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RIDER TO AGREEMENT OF LEASE DATED AS OF FEBRUARY 15, 2005 BETWEEN 417 FIFTH
AVENUE LLC, AS OWNER AND MARVEL ENTERPRISES, INC., AS TENANT

THE TERMS "OWNER" AND "LANDLORD" ARE USED INTERCHANGEABLY AND OWNER SHALL MEAN
LANDLORD LANDLORD SHALL MEAN OWNER.

IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN ANY PROVISION OF THIS
RIDER AND ANY PROVISION OF THE MAIN BODY OF THIS LEASE, THE PROVISION OF THIS
RIDER SHALL GOVERN.

        37. Basic Provisions. The definitions set forth above, herein and in
this Article 37 are an integral part of this Lease and all of the terms hereof
are incorporated into this Lease. In addition to the other terms which are
elsewhere defined in this Lease the following capitalized terms, whenever used
in this Lease, shall have the meanings set forth in this Article, and only such
meanings, unless such meanings are expressly contradicted, limited or expanded
elsewhere herein:

               A. Base Tax Year: The twelve (12) month fiscal period commencing
on July 1, 2005 and ending on June 30, 2006.

               B. "Brokers" shall mean and Cushman and Wakefield, Inc. and
Murray Hill Properties LLC.

               C. Commencement Date: The date hereof.

               D. "Electric Inclusion Factor" shall mean $7,497, which amount
was computed using a factor of $3.00, multiplied by the Electric Inclusion
Multiple.

               E. "Electric Inclusion Multiple" shall mean 2,499.

               F. Expiration Date: September 29, 2011.

               G. Fixed Annual Rent: Tenant shall pay Fixed Annual Rent during
the term of this Lease as follows:

                      (i) From and including the Rent Commencement Date to and
including September 30, 2009, at an annual rate of $94,962.00 payable in equal
monthly installments of $7,913.50; and

                      (ii) from and including October 1, 2009 to and including
the Expiration Date, at an annual rate of $7,497.00 payable in equal monthly
installments of $624.75.

               The Fixed Annual Rent shall be paid at the times and in the
manner provided for in the printed portion of this Lease. Notwithstanding
anything to the contrary herein set forth, from the Commencement Date through
and including the Rent Commencement Date, in lieu of the Fixed Annual Rent,
Tenant shall pay to Landlord on the first day of each month during such period
an amount equal to $624.75 which amount represents the monthly portion of the
Electric


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Inclusion Factor on the Commencement Date and which shall constitute
Additional Rent hereunder.

               H. Rent Commencement Date: The earlier to occur of (i) March 1,
2005 or (ii) the date Tenant obtains occupancy under the CIBC Sublease.

               I. "Tenant's Percentage" shall mean 0.607%.

        38. Escalation Payments.

               A. Real Estate Tax Increase Payment.

                      (1) For each Tax Year (hereinafter defined) during the
term of this Lease, Tenant shall pay, as Additional Rent (hereinafter defined),
the Tax Payment (hereinafter defined) for such Tax Year.

                      (2) Tax Definitions:

                             (a) The term "Real Estate Taxes" shall mean (i) the
        sum of the real estate taxes and assessments, Business Improvement
        District taxes, charges and assessments, and special assessments imposed
        upon the Building and the plot of land on which the Building stands (the
        "Land") and any rights or interests appurtenant thereto payable by
        Landlord during any Tax Year and (ii) attorneys' fees, court, or other
        administrative costs and disbursements incurred by Landlord in
        connection with any reduction in Real Estate Taxes which is obtained
        prior to the date such Real Estate Taxes are payable. If at any time
        during the term of this Lease the methods of taxation prevailing at the
        time of the commencement thereof shall be altered so that in lieu of or
        as an addition to or as a substitute for the whole or any part of the
        real estate taxes, assessments, levies, impositions or charges now
        levied, assessed or imposed, there shall be levied, assessed or imposed
        a tax, assessment, levy, imposition or charge wholly or partially as a
        capital levy or on the rents, licenses or other charges received with
        respect to the Demised Premises, the Land or the Building, then all such
        taxes, assessments, levies, impositions or charges payable shall be
        deemed to be included within the term "Real Estate Taxes" for the
        purposes hereof. A copy of the tax bill of The City of New York or other
        taxing authority imposing Real Estate Taxes on the Land or the Building
        shall be sufficient evidence of the amount of Real Estate Taxes.
        Notwithstanding the fact that the aforesaid Additional Rent is measured
        by Real Estate Taxes, such amount is Additional Rent and shall be paid
        by Tenant as provided herein regardless of the fact that Tenant may be
        exempt, in whole or in part, from the payment of any Real Estate Taxes
        for any reason whatsoever.

                             (b) The term "Base Tax Year" shall have the meaning
        attributed to it in Section 37A.

                             (c) The term "Tax Year" shall mean each twelve (12)
        month fiscal period commencing on July 1 and ending on June 30 of the
        following year, any portion of which fiscal period occurs during the
        term of this Lease.


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                             (d) The term "Tax Payment" shall mean Tenant's
        Percentage of the amount by which the Real Estate Taxes payable for a
        Tax Year exceed the Real Estate Taxes payable for the Base Tax Year,
        whether such increase results from a higher tax rate or an increase in
        the assessed valuation of the Land or the Building, or both, or from any
        other cause of reason whatsoever.

                      (3) With respect to each Tax Year occurring in whole or in
part during the term of this Lease, Tenant shall pay to Landlord the Tax Payment
in the manner hereinafter described. At any time after the date which is sixty
(60) days prior to the commencement of each Tax Year, Landlord may furnish to
Tenant a written statement (a "Tax Statement") setting forth the amount of Real
Estate Taxes for such Tax Year, the amount of Real Estate Taxes for the Base Tax
Year and the amount of the Tax Payment for such Tax Year. Tenant shall pay the
Tax Payment for each such Tax Year to Landlord as Additional Rent in one annual
installment within ten (10) days after receipt by Tenant of such Tax Statement.
Each Tax Statement shall be conclusive and binding upon Tenant unless, with
respect to any such Tax Statement, on or before the date which is sixty (60)
days after the delivery by Landlord to Tenant of such statement, Tenant shall
notify Landlord that it disputes the correctness thereof, specifying the
particular respects in which such statement is claimed to be incorrect. Pending
the determination of such dispute, Tenant shall pay any disputed portion of the
relevant Tax Payment to Landlord (as and when otherwise payable to Landlord
under this Article) and Tenant shall pay any undisputed portion of the relevant
Tax Payment in accordance with the applicable Tax Statement (and Landlord shall
refund or credit any overpayment by Tenant following the determination of such
dispute).

                      (4) Only Landlord shall be entitled to institute tax
reduction or other proceedings to reduce the assessed valuation of the Land or
the Building. Should Landlord be successful in any such reduction proceedings
and obtain a rebate for any Tax Year for which Tenant has paid the Tax Payment,
Landlord, after deducting the out-of-pocket expenses incurred in obtaining such
rebate including, without limitation, attorneys' fees, court, or other
administrative costs and disbursements, shall credit Tenant's Percentage of such
rebate against the next monthly installments of the Fixed Annual Rent payable
under this Lease or if the term hereof has expired, Landlord shall reimburse
such rebate to Tenant within ninety (90) days following Landlord's determination
of such rebate, less any sums Tenant owes Landlord for Fixed Annual Rent,
Additional Rent or other charges hereunder. In the event that the assessed
valuation which had been utilized in computing the Real Estate Taxes payable for
the Base Tax Year is reduced (as a result of settlement, final determination of
legal proceedings or otherwise) then (i) the Real Estate Taxes for the Base Tax
Year shall be retroactively adjusted to reflect such reduction, (ii) all Tax
Payments theretofore made by Tenant shall be recalculated based on the reduced
amount of Real Estate Taxes for the Base Tax Year and (iii) all amounts due from
Tenant to Landlord by reason of such recalculation shall be payable by Tenant to
Landlord within ten (10) days after the rendition of a bill therefor.

               B. Porter Wage Increase Payment

                      (1) For each Operating Year (hereinafter defined) during
the term of this Lease, Tenant shall pay, as Additional Rent, the Operating
Payment (hereinafter defined) for such Operating Year.


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                      (2) Operating Definitions.

                             (i) The term "Operating Year"shall mean the
        calendar year in which the term of this Lease commences and each
        succeeding calendar year thereafter.

                             (ii) The term "Wage Rate" shall mean the
        undiscounted regular hourly wage rate payable to or in respect of
        Porters (as hereinafter defined) of Class A office buildings in New York
        County, in effect as of January 1 of the Operating Year in question,
        pursuant to agreement(s) (herein individually or collectively called
        "Agreement") between the Real Estate Advisory Board on Labor Relations,
        Incorporated ("RAB") and Local 32B-32J of the Service Employees
        International Union, AFL-CIO ("Local 32B-32J") (or, if either or both of
        such entities is not in existence or acting in respect of such matters,
        then, by any successor(s) or substitute(s) performing similar
        functions).

                             (iii) The term "Class A office buildings" shall
        mean the class of office buildings defined as such under the current
        Agreement with Local 32B-32J.

                             (iv) The term "regular hourly wage rate" shall
        include all payments of every kind (excluding, however, any and all
        fringe benefits, and without amounts required to be paid by an employer
        directly to the taxing authority or others on account of the employment
        of personnel, such as payroll taxes, social security taxes, unemployment
        taxes and similar taxes) then payable to or in respect of Porters,
        computed on the basis of the total undiscounted annual amount payable to
        or in respect of Porters pursuant to the Agreement, provided, however,
        if any union agreement shall require the regular employment of Porters
        on days or during hours when overtime or other premium pay rates are in
        effect, then the "regular hourly wage rate," as used above and subject
        to the other adjustments provided for herein, shall be deemed to mean
        the actual weekly wage rate, divided by the actual hours in a calendar
        week during which Porters are required to be employed (if, for example,
        as of the Commencement Date, an agreement between RAB and Local 32B-32J
        shall require the regular employment of Porters for forty (40) hours
        during a calendar week at an hourly wage rate of $3.00 for the first
        thirty (30) hours, and premium or overtime hourly wage rate of $4.50 for
        the remaining ten (10) hours, the regular hourly wage rate under this
        Article 38B, as of the Commencement Date, shall be deemed to be the
        total weekly wage rate of $135.00 divided by the total number of
        required hours of employment, forty (40), or $3.375). If no Agreement
        shall be in effect as of any such January 1 with reference to which the
        regular hourly wage rate for Porters is to be determined, then the
        applicable computations and payments under this Lease shall be made upon
        the basis of the regular hourly wage rate (determined in accordance with
        the preceding provisions of this Article) being paid by Landlord or by
        the contractor performing the cleaning services for Landlord on such
        January 1 to or in respect of Porters, and thereafter appropriate
        retroactive adjustment shall be made when the regular hourly wage rate
        payable to or in respect of such Porters is determined pursuant to
        Agreement. For the purposes hereof, if the regular hourly wage rate of
        Porters shall increase during any Operating Year subsequent to January
        1, 2005,


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        the minimum regular hourly wage rate "in effect as of January 1" of such
        Operating Year shall be adjusted for the portion of the year for which
        the increase shall be effective. The Wage Rate and Base Wage Rate shall
        be calculated by dividing the annual undiscounted cost for a Porter
        receiving the regular hourly wage rate, by the number of hours that a
        Porter is expected to work in the calendar year involved. In determining
        said number of hours, Landlord's management may make reasonable
        estimates of the average number of days or hours not worked by an
        average Porter, where such days or hours are not specified by, or vary
        with individual circumstances pursuant to, the union contract. In
        calculating the regular hourly wage rate Landlord shall apply such
        procedures and practices as are generally applied in such calculations
        by the owners of Class A office buildings in the Midtown area of
        Manhattan.

                             (v) The term "Porters" shall mean that
        classification of employee engaged in the general maintenance and
        operation of office buildings classified as "others" in the current
        Agreement, or failing such classification in any subsequent Agreement,
        the most nearly comparable classification in such Agreement.

                             (vi) The term "Base Wage Rate" shall mean the Wage
        Rate in effect as of January 1, 2005.

                             (vii) The term "Escalation Statement" shall mean a
        statement setting forth the amount payable by Tenant for a specified
        Operating Year pursuant to this Section 38B.

                             (viii) The term "Wage Rate Multiple" shall be
        2,499.

                      (3) In the event that the Wage Rate in effect as of
January 1 of any Operating Year shall exceed the Base Wage Rate, Tenant shall
pay to Landlord, as Additional Rent for such Operating Year, an amount (the
"Operating Payment") equal to the product obtained by multiplying (a) the number
of cents (including any fraction of a cent) by which the Wage Rate exceeds the
Base Wage Rate, by (b) the Wage Rate Multiple, appropriately adjusted for any
such period which is only partially within the term hereof. By or after the
start of the Operating Year commencing January 1, 2006 and by or after the start
of each Operating Year thereafter, Landlord shall furnish to Tenant an
Escalation Statement relating to such Operating Year and a statement of the Base
Wage Rate, showing the escalation, if any, which shall be due hereunder from
Tenant to Landlord and the Additional Rent then payable by Tenant to Landlord
shall be paid as provided in Section 38B(4) below. The obligation of Tenant to
pay Additional Rent pursuant to this Section 38B is not predicated upon the
rendition by Landlord of any cleaning service to the Demised Premises or upon
the employment by Landlord of Porters or cleaners or by the application to
Landlord or to the Building of the collective bargaining agreements referred to
in Section 38B(2)(iv) hereof. Tenant acknowledges that the payment of Additional
Rent to Landlord pursuant to the provisions of this Section 38B is intended to
be an escalation payment to provide additional rent to Landlord and is not a
measurement of actual increased costs incurred by Landlord in the operation of
the Building.

                      (4) Any such adjustment payable by reason of the
provisions of this Section 38B shall commence to be payable in equal monthly
installments, as of


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the first day of the period from and after January 1, 2006 for which the Wage
Rate shall exceed the Base Wage Rate, and after Landlord shall furnish Tenant
with an Escalation Statement relating to such Operating Year, all monthly
installments of rental shall reflect one-twelfth of the annual amount of such
adjustment until a new adjustment becomes effective pursuant to the provisions
of this Section 38B; provided, however, that if said Escalation Statement is
furnished to Tenant after the commencement or effective date of any change in
the Wage Rate, there shall be promptly paid by Tenant to Landlord, an amount
equal to the portion of such adjustment allocable to the period prior to the
date upon which said Escalation Statement is furnished to Tenant. In the event
that the Wage Rate shall be changed or shall change more frequently than once a
year, the adjustment hereunder shall similarly be made by Landlord in a
supplemental Escalation Statement furnished by Landlord to Tenant, so as to
reflect such change in the monthly installments due hereunder, as of the
effective date of each such change.

               C. All Escalation Payments.

                      (1) Subject to Tenant's rights as set forth herein to
dispute the correctness of any statement, bill or demand furnished by Landlord
with respect to any item of Additional Rent provided for in this Article 38,
Tenant's obligation to make any payment provided for in this Article 38 shall be
absolute and not conditioned on the happening of any act, thing or occurrence,
including without limitation the time or timeliness at or with which such
statement, bill or demand is furnished to or made upon Tenant. Landlord's
failure during the term of this Lease to prepare and deliver any statements or
bills required to be delivered to Tenant hereunder, or Landlord's failure to
make a demand under this Article 38 or under any other provisions of this Lease
shall not in any way be deemed to be a waiver of, or cause Landlord to forfeit
or surrender its rights to collect, any Additional Rent which may have become
due pursuant to this Article 38 during the term of this Lease. Tenant's
liability for the Additional Rent due under this Article 38 shall continue
unabated during the remainder of the term of this Lease and shall survive the
expiration or sooner termination of this Lease.

                      (2) In no event shall any adjustment of any payments
payable by Tenant in accordance with the provisions of this Article 38 result in
a decrease in Fixed Annual Rent nor shall any adjustment of any Additional Rent
payable by Tenant pursuant to any provision of this Article 38 result in a
decrease in any other Additional Rent payable by Tenant pursuant to any other
provision of this Article 38 or any other provisions of this Lease, it being
agreed and understood that the payment of Additional Rent under this Article 38
is an obligation supplemental to Tenant's obligations to pay Fixed Annual Rent
and any Additional Rent pursuant to any other provision of this Lease.

                      (3) If a Tax Year or a lease year shall end after the
expiration or termination of the term of this Lease, the Additional Rent payable
by Tenant in respect thereof shall be prorated to correspond to that portion of
such year occurring within the term of this Lease.

                      (4) (a) Landlord's failure to render any Tax Statement or
Escalation Statement with respect to any Tax Year or Operating Year shall not
prejudice Landlord's right to thereafter render a Tax Statement or Escalation
Statement with respect thereto or with respect to any subsequent Tax Year or
Operating Year, nor shall the rendering of


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a Tax Statement or Escalation Statement prejudice Landlord's right to thereafter
render a corrected Tax Statement or Escalation Statement for that Tax Year or
Operating Year. Nothing herein contained shall restrict Landlord from issuing a
Tax Statement at any time there is an increase in Real Estate Taxes during any
Tax Year or any time thereafter.

                             (b) Each Tax Statement and Escalation Statement
        shall be conclusive and binding upon Tenant unless (i) with respect to
        any such Tax Statement or Escalation Statement, on or before the date
        which is sixty (60) days after the end of the applicable fiscal or
        calendar year to which such Tax Statement or Escalation Statement
        relates, Tenant shall notify Landlord that it disputes the correctness
        thereof, specifying the particular respects in which such statement is
        claimed to be incorrect. Pending the determination of such dispute,
        Tenant shall pay any disputed portion of the relevant Tax Payment or
        Operating Payment to Landlord (as and when otherwise payable to Landlord
        under this Article) and Tenant shall pay any undisputed portion of the
        relevant Tax Payment or Operating Payment in accordance with the
        applicable Tax Statement or Escalation Statement (and Landlord shall
        refund or credit any overpayment by Tenant following the determination
        of such dispute).

                      (5) Tenant shall pay to Landlord upon demand, as
Additional Rent, any occupancy tax or rent tax now in effect or hereafter
enacted, which Landlord is now or hereafter is required to pay with respect to
the Demised Premises or this Lease.

        39. Electric Current

               A. Landlord, at Landlord's expense, shall furnish electrical
energy to or for the use of Tenant in the Demised Premises for the operation of
lighting fixtures and Tenant's standard office equipment and the Fixed Annual
Rent includes the Electric Inclusion Factor. If either the quantity or character
of electrical service is changed by the public utility corporation or other
entity supplying electrical service to the Building (the "Utility Company") or
is no longer available or suitable for Tenant's requirements, no such 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 Landlord's agents unless such change,
unavailability or unsuitability (i) renders the Demised Premises untenantable
and (ii) is not due to acts or omissions of Tenant or Tenant's contractors,
licensees, invitees, agents and employees.

               B. Tenant covenants that at no time shall the use of electrical
energy in the Demised Premises exceed the capacity of the existing feeders or
wiring installations then serving the Demised Premises. In furtherance of the
foregoing and to avert possible adverse effect upon the Building electrical
system, Tenant shall not, without the prior written consent of Landlord, make or
perform, or permit the making or performing of, any alteration to connections,
capacity risers, switches, wiring installations or other electrical facilities
in or serving the Demised Premises.

               C. If, at any time or times after the date of this Lease, the
rates at which Landlord purchases electrical energy from the Utility Company, or
any charges incurred


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or taxes payable by Landlord in connection therewith, shall be increased, the
Fixed Annual Rent shall be increased upon demand of Landlord, in an annual
amount which shall fairly reflect the actual increase in the value of the
electrical service furnished to Tenant (as calculated in subparagraph D below).
If, within 10 Business Days after any such demand, Landlord and Tenant shall
fail to agree upon the amount of such increase in Fixed Annual Rent then, in
lieu of such agreement, the actual increase in the value of such electrical
service to Tenant shall be determined by an independent electrical engineer or
other recognized authority selected by Landlord ("Landlord's Engineer"), who
shall certify such determination in writing to Landlord and Tenant. Such
determination shall be conclusive upon Landlord and Tenant unless Tenant shall,
within 10 Business Days after receiving a copy of such determination give
Landlord notice that it disputes the accuracy of such determination, in which
event Tenant may, promptly thereafter, cause a determination of the type
described above ("Tenant's Determination") to be made by an independent
electrical engineer or other recognized authority selected by Tenant ("Tenant's
Engineer") at Tenant's sole cost and expense. If the determination made by
Tenant's Engineer differs from the determination made by Landlord's Engineer,
and if the parties are unable to resolve the difference within 10 days after the
date on which the determination of Tenant's Engineer shall have been received by
Landlord, a third survey of the type described above shall be made by an
independent electrical engineer or other recognized authority selected by
Landlord's Engineer and reasonably acceptable to Tenant's Engineer, the cost of
which shall be shared equally by Landlord and Tenant and the results of which
shall be conclusive upon Landlord and Tenant. If Landlord's Engineer and
Tenant's Engineer cannot agree upon the selection of a third independent
electrical engineer or other recognized authority within 10 days, such third
electrical engineer shall be selected by arbitration in accordance with the then
prevailing rules and regulations of the American Arbitration Association or its
successor. The determination of the engineer so selected shall be final and
binding upon Landlord and Tenant, and the fees of such engineer shall be paid by
Tenant. Following any such agreement or determination, Landlord and Tenant shall
enter into a written supplementary agreement, in form satisfactory to Landlord,
modifying this Lease by increasing the Fixed Annual Rent for the remainder of
the term of this Lease (subject to further adjustment as herein provided) in an
annual amount equal to such actual increase in the value of Landlord's service
of furnishing electrical service to Tenant, as so agreed or determined. Any such
increase in the Fixed Annual Rent shall be effective as of the date of the
demand given by either party pursuant to the first sentence hereof and shall be
retroactive to such date if necessary.

               D. Landlord may from time to time cause a survey and inspection
of the Demised Premises and the Tenant's equipment and installations therein
("Landlord's Survey") to be made in order to make a determination of the value
of the electrical service furnished to Tenant, which shall be calculated as the
amount which Tenant would be required to pay to the Utility Company to purchase
such electrical service if the Demised Premises were directly metered by the
Utility Company, but in no event less than the amount Landlord would pay under
the applicable rates and service classification for the Building if Landlord
were purchasing electricity for the Demised Premises directly from the Utility
Company and the usage by Tenant were the total usage of the Building. If such
inspection and survey shows that the Fixed Annual Rent then payable hereunder
does not fairly reflect the value of electrical service to Tenant as calculated
in the preceding sentence, such Fixed Annual Rent shall be increased by an
amount reflecting the value of such service to Tenant. Landlord's Survey shall
be done by an independent electrical engineer or other recognized authority
selected by Landlord ("Landlord's


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Surveyor"), who shall certify such determination in writing to Landlord and
Tenant. Landlord's Survey shall be conclusive upon Landlord and Tenant.

               Notwithstanding anything to the contrary contained in this
Article 39, in no event shall the Fixed Annual Rent be reduced to an amount less
than the amounts set forth in Article 37D unless the furnishing of electrical
energy to the Demised Premises is discontinued pursuant to this Article 39.
Notwithstanding the rights granted to Tenant hereunder, if Tenant disputes the
determination of any Landlord's Survey as provided for herein, Tenant shall pay
nevertheless until such dispute shall have been resolved as herein provided the
Fixed Annual Rent as fixed and determined by Landlord's Survey, and following
the resolution of such dispute, Landlord will credit any such excess against the
Rent due hereunder or if the term of this Lease shall have expired Landlord will
promptly refund to Tenant any excess rent so paid by Tenant.

               E. Any increase in the Fixed Annual Rent pursuant to the
provisions of this Section with respect to the period from the effective date of
such increase to the last day of the month in which such increase shall be fixed
by agreement or determination shall be payable by Tenant within ten (10) days of
demand of Landlord. Any decrease in the Fixed Annual Rent pursuant to the
provisions of this Section with respect to the period from the effective date of
such decrease to the last day of the month in which such decrease shall be fixed
by agreement or determination shall be credited to Tenant against the next
monthly installment of Fixed Annual Rent. Any such amount which shall not have
been credited to Tenant prior to the termination of this Lease shall thereafter
be payable by Landlord within ten (10) days of demand of Tenant. The monthly
installment of Fixed Annual Rent payable after the date upon which any such
increase or decrease is so fixed shall be proportionately adjusted to reflect
such increase or decrease in Fixed Annual Rent.

               F. Landlord may, at any time, elect to discontinue the furnishing
of electrical energy, or elect to install one or more submeters to measure
Tenant's actual consumption of electrical energy in the Demised Premises. In the
event of any such election by Landlord (a) Landlord agrees to give not less than
60 days advance notice of any such discontinuance to Tenant unless such notice
is not feasible under the circumstances in which event Landlord will give Tenant
such reasonable advance notice as is possible, (b) unless Landlord shall have
elected to submeter, as aforesaid, Landlord agrees to permit Tenant to receive
electrical service directly from the Utility Company supplying electrical
service to the Building and to permit the existing feeders, risers, wiring and
other electrical facilities serving the Premises to be used by Tenant for such
purpose to the extent they are available, suitable and safely capable, (c)
Landlord agrees, at Tenant's sole cost and expense, (i) to install any necessary
electrical meter equipment and (ii) to perform any necessary rewiring, (d) Fixed
Annual Rent shall be decreased by the then Electric Inclusion Factor, to reflect
such discontinuance, and (e) this Lease shall remain in full force and effect
and such discontinuance shall not constitute an actual or constructive eviction,
in whole or in part, or entitle Tenant to any abatement or diminution of rent
except as expressly provided in this Subsection, or relieve Tenant from any of
its obligations under this Lease, or impose any liability upon Landlord. If
Landlord shall install one or more submeters to measure Tenant's consumption of
electrical energy, Tenant shall pay to Landlord, as Additional Rent hereunder,
on demand made from time to time but no more frequently than monthly, for its
use of electrical energy in the Demised Premises as evidenced by the aforesaid
submeter(s), based upon both consumption and demand factors, at the seasonally


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adjusted rate then payable by Landlord to the Utility Company, plus an amount
equal to five percent (5%) thereof to reimburse Landlord for its overhead,
administration, and supervision in connection therewith. For purposes of this
Article 39, the rate to be paid by Tenant shall include any taxes, energy
charges, demand charges, fuel adjustment charges, rate adjustment charges, or
other charges actually imposed in connection therewith. If any tax is imposed
upon Landlord's receipts from the sale or resale of electrical energy to Tenant
by any federal, state, city or local authority, the pro-rata share of such tax
allocable to the electrical energy service received by Tenant shall be passed
onto and paid by Tenant as Additional Rent if and to the extent permitted by
law.

               G. Landlord's failure during the term of this Lease to prepare
and deliver any statements or bills under this Article 39 or Landlord's failure
to make a demand under this Article 39 or any other provisions of this Lease,
shall not in any way be deemed to be a waiver of, or cause Landlord to forfeit
or surrender its rights to collect, any increase in the Fixed Annual Rent, or
any amount of Additional Rent which may have become due pursuant to this Article
39 during the term of this Lease. Tenant's liability for any amounts due under
this Article 39 shall continue unabated during the remainder of the term of this
Lease and shall survive the expiration or sooner termination of this Lease.

               H. (i) If at any time during the term of this Lease, Tenant shall
be receiving direct electric service from the Utility Company, then and provided
that Tenant has obtained the prior written consent of Landlord thereto, which
consent shall not be unreasonably withheld, Tenant may elect to utilize the
services of an alternative electricity service provider ("ASP") rather than the
Utility Company to provide such service to Tenant or to install its lines or
other equipment within the Building.

                      (ii) Without limiting the generality of subparagraph (i)
        of this Section 39(H), Landlord may withhold its consent unless all of
        the following conditions are satisfied to Landlord's satisfaction in a
        written agreement between ASP and Tenant or by any other means
        acceptable to Landlord:

                             (a) Landlord shall incur no expenses whatsoever
        with respect to any aspect of ASP's provision of its services, including
        without limitation, the cost of installation, service, and material;

                             (b) prior to commencement of any work in or about
        the Demised Premises and/or the Building by ASP, ASP shall supply
        Landlord with verification evidencing, in Landlord's sole judgment, that
        ASP is (x) properly insured, and (y) financially capable of covering any
        uninsured damage;

                             (c) prior to the commencement of any work in or
        about the Building by ASP, ASP shall agree in writing to abide by such
        rules and regulations, job site rules, and such other requirements as
        are reasonably determined by Landlord to be necessary to protect the
        interest of the Building and the safety of its occupants;


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                             (d) Landlord reasonably determines that there is
        sufficient space in the Building for the placement of all of ASP's
        equipment and materials, including without limitation, in the
        electricity risers;

                             (e) ASP is, in Landlord's reasonable judgment,
        licensed and reputable, as evidenced by documents reasonably
        satisfactory to Landlord;

                             (f) ASP agrees, in a license agreement signed by
        Landlord and ASP, to compensate Landlord in an amount determined by
        Landlord for (x) space used in the Building for the storage and
        maintenance of ASP's equipment ("ASP's Space"); and (y) all costs that
        may be incurred by Landlord in arranging for access by ASP's personnel,
        security for ASP's equipment, and any other such costs as Landlord may
        incur;

                             (g) ASP and Tenant agree that Landlord shall have
        the right to supervise ASP's performance of any work in or about the
        Building, including, without limitation, any installations or repairs,
        and any expenses incurred by Landlord in connection with such
        supervision shall be at the expense of Tenant and/or ASP; and

                             (h) ASP agrees that Landlord shall have the right
        to enter ASP's Space at any time in the event of an emergency and at all
        reasonable times and upon reasonable notice for the purpose of (x)
        inspecting same; (y) making repairs to ASP's Space and performing work
        therein as may be necessary, in Landlord's judgment; or (z) exhibiting
        ASP's Space for purposes of sale, lease, ground lease, or financing.

                      (iii) Landlord's consent under this Paragraph shall not be
        deemed to be any kind of warranty or representation by Landlord,
        including without limitation, as to the suitability or competence of
        ASP.

                      (iv) Tenant acknowledges and agrees that all electricity
        services obtained by Tenant from ASP shall be ordered and utilized at
        the sole expense of Tenant.

                      (v) Tenant agrees that to the extent service by ASP is
        interrupted, curtailed or discontinued for whatever reason, Landlord
        shall have no obligation or liability with respect thereto.

                      (vi) Tenant shall indemnify and hold harmless Landlord for
        all losses, claims, demands, expenses, and judgments against Landlord
        caused by or arising out of, either directly or indirectly, any acts or
        omissions by ASP.

                      (vii) Notwithstanding any provision herein to the
        contrary, the refusal of Landlord to consent to any prospective ASP
        shall not be deemed a default or breach by Landlord of its obligations
        under this Lease.

                      (viii) Landlord shall have the right at any time and from
        time to time during the term to require Tenant to contract for
        electricity service with a


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        different ASP or ASPs so long as such ASP shall then be providing
        electrical service to similar establishments in New York City and the
        then charge to Tenant is not greater than that then being paid by Tenant
        to Tenant's existing electrical energy provider.

        40. End of Term.

               Article 22 hereof is hereby amended to add the following: Should
Tenant remain in possession of the Demised Premises after the Expiration Date or
sooner termination of the term of this Lease, in addition to any other rights or
remedies Landlord may have hereunder or at law, and without in any manner
limiting Landlord's right to demonstrate and collect any damages suffered by
Landlord and arising from Tenant's failure to surrender the Demised Premises as
provided herein, Tenant shall pay to Landlord as liquidated damages for each
month or portion of a month during which Tenant holds over in the Demised
Premises after the Expiration Date or sooner termination of this Lease, a sum
equal to two (2) times the aggregate of that portion of the Fixed Annual Rent
and Additional Rent which was payable under this Lease during the last month of
the term hereof. Nothing herein contained shall be deemed to permit Tenant to
retain possession of the Demised Premises after the Expiration Date or sooner
termination of this Lease or to limit in any manner Landlord's right to regain
possession of the Demised Premises through summary proceedings, or otherwise,
and no acceptance by Landlord of payments from Tenant after the Expiration Date
or sooner termination of the term of this Lease 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. Tenant agrees to indemnify and save Landlord harmless from all
costs, claims, losses or liability resulting from delay by Tenant in
surrendering the Demised Premises, including, without limitation, any claims
made by any succeeding tenant founded on such delay. The provisions of this
Article 40 shall survive the Expiration Date or sooner termination of the Lease.
The preceding shall be deemed to be an "agreement expressly providing otherwise"
within the meaning of Section 232-c of the Real Property Law of the State of New
York.

        41. Condition of Demised Premises; Landlord's Work

               A. Supplementing the provisions of Articles 15 and 21 hereof,
Tenant shall take possession of the Demised Premises "as is," it being expressly
agreed that Landlord shall have no obligation to alter, improve, decorate or
otherwise prepare the Demised Premises for Tenant's occupancy other than as set
forth in this Article 41. Tenant at its sole cost and expense and in compliance
with all applicable requirements of insurance bodies having jurisdiction and the
provisions of Articles 3 and 42 hereof, may make such other Tenant's Changes in
the Demised Premises as Tenant may consider necessary or desirable to prepare
the same for Tenant's occupancy.

               B. Landlord, at Landlord's expense, shall cause items (a) and (b)
of the work described on Exhibit C attached hereto and made a part hereof
("Landlord's Work") to be performed when and as requested by Tenant, subsequent
to the performance of Tenant's Initial Changes (as hereinafter defined). In no
event shall the failure of Landlord to complete performance of items (a) and (b)
of Landlord's Work on or prior to the Commencement Date extend the Commencement
Date or the Rent Commencement Date under this Lease, or reduce


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Tenant's obligation to make payment of the Fixed Annual Rent and Additional Rent
payable hereunder.

        42. Tenant's Changes.

               A. Tenant, at its sole cost and expense, shall cause any
permitted alterations, decorations, installations, additions or improvements in
or about the Demised Premises ("Tenant's Changes"), including any changes which
Tenant intends to make on or before the date that Tenant first occupies all or
substantially all of the Demised Premises for the conduct of its business
("Tenant's Initial Changes"), to be performed in a first-class manner and in
compliance with all applicable legal and other requirements of insurance bodies
having jurisdiction over the Building, the provisions of Article 3 and Section
42B hereof and in such manner as not to interfere with, delay, or impose any
additional expense upon Landlord in the maintenance or operation of the Building
or the performance of Landlord's Work. Tenant, at its expense, and with
diligence and dispatch, but in any event within thirty (30) days after the
receipt of notice thereof, shall procure the cancellation or discharge of all
notices of violation arising from or otherwise connected with Tenant's Changes
which shall be issued by the Department of Buildings or any other public
authority having or asserting jurisdiction over the Building.

               B. Supplementing the provisions of Article 3 hereof, prior to
making any proposed Tenant's Changes, Tenant, at Tenant's expense, (i) shall
submit to Landlord and shall obtain Landlord's approval of detailed plans and
specifications (including scaled layout, architectural, mechanical and
structural drawings) in three (3) hard copies and diskette form (ii) shall
obtain all permits, approvals and certifications required by any governmental
authorities having jurisdiction, and (iii) shall furnish to Landlord duplicate
original policies or certificates thereof of worker's compensation insurance
(covering all persons to be employed by Tenant, and Tenant's contractors and
subcontractors, in connection with such Tenant's Changes) and general liability
insurance (including premises operation, bodily injury, personal injury, death,
independent contractors, products and completed operations, broad form
contractual liability and broad form property damage coverages) in such form,
with such companies, for such periods and in such amounts, as Landlord may
reasonably require, naming Landlord and its agents, the lessor under any
Superior Lease and the holder of any Superior Mortgage, as additional insureds.
Landlord, prior to the granting of its consent to any Tenant's Changes, may
impose such conditions (in addition to those expressly provided in this Lease)
as to guaranty of completion and payment and of restoration or otherwise as
Landlord may consider desirable. In no event shall Landlord be required to
consent to any Tenant's Changes which would physically affect any part of the
Building outside of the Demised Premises, would in Landlord's judgment adversely
affect the proper functioning of any of the mechanical electrical, sanitary or
other service systems of the Building, or would require filing of any plans with
any governmental agency (unless Tenant shall reimburse Landlord for the cost of
any such filing). Tenant shall reimburse Landlord for any costs incurred by
Landlord in connection with any Tenant's Changes, including, without limitation,
costs incurred in connection with Landlord's review and/or approval of Tenant's
plans and specifications for any Tenant Changes. In the event Tenant shall
employ any contractor to do any work in the Demised Premises permitted by this
Lease, such contractor and any subcontractor shall agree to employ only such
labor as will not result in jurisdictional disputes or strikes or result in
causing disharmony with other workers


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employed at the Building. Tenant shall inform Landlord in writing of the names
of any contractor or subcontractor(s) Tenant proposes to use in the Demised
Premises at least 20 days prior to the beginning of work by such contractor or
subcontractor and Landlord shall have the right to approve any such contractor
or subcontractor(s) in Landlord's reasonable discretion.

               C. Intentionally Omitted.

               D. Upon completion of any of Tenant's Changes, Tenant, at
Tenant's expense, shall obtain certificates of final approval of such Tenant's
Changes required by any governmental authority and shall furnish Landlord with
copies thereof, together with the "as-built" plans and specifications for such
Tenant's Changes, which "as-built" plans shall be in hard copy and diskette
form. All Tenant's Changes shall be made and performed in accordance with the
plans and specifications therefor as approved by Landlord, all legal
requirements and the Rules and Regulations. All materials and equipment to be
incorporated in the Demised Premises as a result of any Tenant's Changes shall
be first quality and no such materials or equipment shall be subject to any
lien, encumbrance, chattel mortgage, title retention or security agreement. In
addition, no such changes for which the cost of labor and materials (as
estimated by Landlord's architect, engineer or contractor) is in excess of Fifty
Thousand ($50,000.00) Dollars, either individually or in the aggregate with any
other Tenant's Changes constructed in any twelve (12) month period, shall be
undertaken prior to Tenant's delivering the Landlord such security for timely
lien-free completion thereof as is reasonably satisfactory to Landlord, and such
Tenant's Changes shall be performed only under the supervision of a licensed
architect satisfactory to Landlord.

               E. Any modifications, changes or alterations to the Class E fire
safety system of the Demised Premises (the "Fire Safety System"), including
without limitation, speakers, strobes and pull stations are deemed to be a
Tenant's Change. Tenant may use only the contractor or contractors designated by
Landlord with respect to any Tenant's Changes to the Fire Safety System.
Subsequent to any Tenant's Changes to the Fire Safety System, such system shall
be repaired and maintained only by the contractors designated by Landlord from
time to time, at Tenant's cost. Landlord shall make available to Tenant
necessary connection points for the Fire Safety System at the DGP panel closest
to the Demised Premises, provided, however, that Tenant, at its own sole cost
and expense, shall install the strobes, speakers and pull stations of the Fire
Safety System and shall be responsible for all tie-ins thereto.

               F. Anything in Article 3 or this Article 42 to the contrary
notwithstanding, in the event Tenant (i) fails to obtain the certificates and
approvals described in subparagraph (D) above within six (6) months following
the date Tenant has commenced beneficial occupancy of the Demised Premises, or
(ii) fails to bond or discharge any mechanic's lien filed against the Demised
Premises or the Building or Landlord's interest therein for work claimed to have
been done for or materials claimed to have been furnished to Tenant in
connection with any Tenant's Changes within the time period provided therefor in
Article 3 above, then and in either such event, Landlord, upon ten (10) days
prior notice to Tenant, shall have the right to hire its own contractors or
expediters to obtain said certificates and/or approvals and/or to discharge such
lien(s), by filing of the bond required by law or otherwise, and Tenant, upon
Landlord's demand, shall reimburse Landlord for all unreimbursed costs so
incurred in


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obtaining said certificates and/or approvals, and/or in canceling,
bonding and/or discharging such liens.

               G. With respect to any equipment which Tenant shall be permitted
to install and operate in the Demised Premises, Tenant shall, at Tenant's
expense, obtain and maintain all permits, licenses and other authorizations
which are required by all applicable legal requirements in order to install,
maintain and operate such equipment in the Demised Premises. Landlord covenants
and agrees that the existing six (6) ton water-cooled air-conditioning unit
serving the Demised Premises shall be in good working order and state of repair
on the Commencement Date. As a material inducement to Landlord's execution and
delivery of this Lease, Tenant agrees, at its sole cost and expense, to maintain
in full force and effect throughout the term of this Lease and, to the extent
that Tenant is permitted to install any supplemental air-conditioning equipment,
then from and after the installation of such supplemental air-conditioning
unit(s), a maintenance agreement for the periodic maintenance of all
air-conditioning units now or hereafter installed in or which serve the Demised
Premises (collectively, the "A/C Units"), on customary terms with a contractor
reasonably acceptable to Landlord, and to furnish a copy of said contract(s) to
Landlord within ten (10) days after demand. Upon the termination of this Lease,
all such air-conditioning units and equipment shall be and become Landlord's
property for no additional consideration and shall not be removed by Tenant.

        43. Subordination and Attornment.

               A. This Lease, and all rights of Tenant hereunder, are and shall
be subject and subordinate to all ground and underlying leases now or hereafter
existing (hereinafter collectively referred to as "Superior Leases"), and to all
mortgages and building loan agreements including, without limitation, leasehold
mortgages and building loan agreements, which may now or hereafter affect the
Land or the Building or a Superior Lease (hereinafter collectively referred to
as "Superior Mortgages"), to each every advance made or hereafter to be made
under Superior Mortgages and to all renewals, modifications, replacements and
extensions of Superior Leases and Superior Mortgages. This Article shall be
self-operative and no further instrument of subordination shall be required in
confirmation of such subordination. Tenant shall promptly execute and deliver in
recordable form any instrument that Landlord, the lessor of any Superior Lease
or the holder of any Superior Mortgage may reasonably request to evidence such
subordination, and Tenant hereby constitutes and appoints Landlord
attorney-in-fact for Tenant to execute any such instrument for and on behalf of
Tenant if Tenant fails or refuses to execute and deliver such instrument within
ten (10) days after written request. Tenant covenants and agrees that if by
reason of a default under any Superior Mortgage or Superior Lease, such Superior
Mortgage is foreclosed or such Superior Lease and the leasehold estate of the
Landlord in the Demised Premises is terminated, Tenant will attorn to the
purchaser at the foreclosure sale or the then holder of the reversionary
interest in the Demised Premises and will recognize such purchaser or holder as
the Tenant's landlord under this Lease, unless the holder of such Superior
Mortgage or the lessor under such Superior Lease shall, in any proceeding to
foreclose such Superior Mortgage or to terminate such Superior Lease, elect to
terminate this Lease and the rights of the Tenant hereunder. Tenant agrees to
execute and deliver, at any time and from time to time, upon the request of
Landlord, the holder of any Superior Mortgage or the lessor under any such
Superior Lease, any instrument which may be necessary or appropriate to evidence


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such attornment and Tenant hereby appoints Landlord or such holder or lessor the
attorney-in-fact, irrevocable, of Tenant to execute and deliver for and on
behalf of Tenant any such instrument if Tenant fails or refuses to execute and
deliver such instrument within ten (10) days after written request. Tenant
further waives the provisions of any statute or rule of law now or hereafter in
effect which may give or purport to give Tenant any right of election to
terminate this Lease or to surrender possession of the Demised Premises in the
event any proceeding is brought by the holder of any Superior Mortgage to
foreclose such Mortgage or the lessor under any Superior Lease to terminate the
same, and agrees that unless and until any such holder or lessor, in connection
with any such proceeding, shall elect to terminate this Lease and the rights of
Tenant hereunder, this Lease shall not be affected in any way whatsoever by any
such proceeding.

               B. If, in connection with the procurement, continuation or
renewal of any financing for which the Land or the Building or the interest of
the lessee under a Superior Lease represents collateral in whole or in part, any
institutional lender shall request reasonable modifications of this Lease as a
condition of such financing, Tenant will not withhold or delay its consent
thereto and shall execute and deliver without charge such conforming documents
therefor as such institutional lender may reasonably require, provided that such
modifications do not materially increase the obligations of Tenant under this
Lease or materially and adversely affect any rights of Tenant under the Lease or
diminish the obligations of Landlord.

        44. Insurance.

               A. Tenant shall obtain and keep in full force and effect during
the term of this Lease at its own cost and expense (i) insurance against loss or
damage by fire and other casualty to all betterments and improvements (including
Tenant's Changes) and all personal property of Tenant in the Demised Premises,
under then available standard forms of "all-risk" insurance policies, in an
amount equal to one hundred percent (100%) of the replacement value thereof,
with such commercially reasonable deductible(s), not to exceed $10,000, as may
be determined by Tenant in its reasonable discretion, (ii) commercial general
liability insurance with a broad form liability endorsement including coverage
for contractual liability, and (iii) business income (interruption) insurance in
such amounts as Landlord shall reasonably require. Said commercial general
liability insurance shall provide coverage on an occurrence basis with a minimum
limit of liability of (x) $3,000,000 per occurrence for bodily injury (including
death), whether involving one or more persons and (y) $3,000,000 per occurrence
in respect of property damage, is to be written without a policy annual
aggregate limit of liability, and without the inclusion of any defense costs
within the limit of liability, and shall name Landlord, Landlord's managing
agent and Tenant as insureds against any and all claims for bodily injury
(including death), personal injury, or property damage occurring in, upon,
adjacent to, or connected with the Demised Premises or any part thereof. All of
the aforesaid insurance coverage shall be written in form reasonably
satisfactory to Landlord by one or more good and solvent insurance companies of
recognized standing admitted to do business in the State of New York, rated by
A.M. Best Co., Inc., or any successor thereto (or if there be none, an
organization having a national reputation) as having a "Best's Rating" of at
least "A (Excellent)" and a financial size of at least "Class IX." Tenant shall
pay all premiums and charges therefore and upon failure to do so, Landlord may,
but shall not be obligated to, make such payments, in which event Tenant agrees
to pay the amount thereof to Landlord on demand, as Additional Rent. A


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duplicate original insurance policy or appropriate certificate evidencing the
aforesaid insurance coverage shall be delivered to Landlord together with any
endorsements thereto, on the Commencement Date and thereafter renewals or
replacements thereof shall be delivered to Landlord at least 15 days prior to
the expiration of any expiring policy. Such insurance policy or certificate
shall contain a provision that no act or omission of Tenant will affect or limit
the obligation of the insurance company to pay the amount of any loss sustained
and that the insurance afforded thereunder shall not be canceled, nonrenewed, or
coverage thereunder reduced except upon thirty (30) days' prior written notice
to Landlord. Such insurance policy shall also specifically provide coverage for
Tenant's indemnification and hold harmless obligations set forth in Article 45
hereof which coverage shall include the entire text of the indemnity clause
contained in Article 45 hereof. Any certificate delivered to Landlord shall also
specifically reflect coverage of Tenant's aforementioned indemnification
obligation. The proceeds of policies providing "all risk" property insurance for
Tenant's property, betterments and improvements shall be payable to Landlord,
Tenant and the holder of each Superior Mortgage and Superior Lease, as their
interests may appear. Tenant shall cooperate with Landlord in connection with
the collection of any insurance monies that may be due in the event of loss and
Tenant shall promptly execute and deliver to Landlord such proofs of loss and
other instruments which may be required to recover any such insurance monies. In
the event Tenant shall fail to obtain such insurance, Landlord may, but shall
not be obligated to, obtain the same, in which event the amount of the premium
paid shall be paid by Tenant to Landlord upon demand as Additional Rent.
Landlord shall also have the right, at any time and from time to time during the
term of this Lease on not less than fifteen (15) days' notice to Tenant, to
require that Tenant increase the amounts and/or kinds of coverage required to be
maintained under this Article 44 to the amounts and/or kinds of coverages then
required by Landlord of tenants entering into new leases in the Building.

               B. Each party agrees to use its best efforts to include in each
of its policies insuring against loss, damage or destruction by fire, a waiver
of the insurer's right of subrogation against the other party in connection with
any loss or damage covered by any such policy or permission to release third
parties from liability resulting from such casualties. If such waiver or
permission shall not be, or shall cease to be, obtainable without additional
charge or at all, the insured party shall promptly so notify the other party. In
any case in which such waiver or permission shall cease to be obtainable without
additional charge, if the other party shall so elect and shall pay the insurer's
additional charge therefor, such waiver or permission shall be included in the
policy.

               C. Each party hereby releases the other party, its partners,
agents and employees with respect to any claim (including a claim for
negligence) which it might otherwise have against the other party, its partners,
agents or employees for loss, damage or destruction with respect to its property
(including rental value or business interruption) occurring during the term of
this Lease but only if and to the extent to which (assuming no deductibles) such
party is covered under a policy of collectible insurance containing a waiver of
subrogation provision or permission as provided in Article 9 hereof or this
Article 44. If notwithstanding the recovery of insurance proceeds by either
party for loss, damage or destruction of its property (or rental value or
business interruption) the other party is liable to the first party with respect
thereto or is obligated under this Lease to make replacement, repair or
restoration, then provided the first party's right of full recovery under its
insurance policies is not thereby prejudiced or otherwise


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adversely affected, the amount of the net proceeds of the first party's
insurance against such loss, damage or destruction shall be offset against the
second party's liability to the first party therefore, or shall be made
available to the second party to pay for replacement, repair or restoration, as
the case may be.

               D. The waiver of subrogation or permission referred to in
Sections B and C of this Article shall extend to the partners, agents and
employees of each party and, in the case of Tenant, shall also extend to all
other permitted occupants of the Demised Premises, but only if and to the extent
that such waiver or permission can be obtained without additional charge (unless
such party shall pay such charge). Nothing contained in this Article shall be
deemed to relieve either party from any duty imposed elsewhere in this Lease to
repair, restore or rebuild or to nullify any abatement of Fixed Annual Rent
provided for elsewhere in this Lease.

               E. Any employee of the Building to whom 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 such property nor for the loss of or damage to any
property of Tenant by theft or otherwise.

               F. Anything in Sections 9(b) and (c) of this Lease to the
contrary notwithstanding, Landlord's obligation to repair and restore the
Demised Premises shall be limited to the mechanical and structural elements of
the Building and the outer walls, ceilings and floors of the Demised Premises,
it being understood that (i) Tenant alone shall be required to repair and
restore all betterments and improvements (including Tenant's Changes) and all
personal property of Tenant in the Demised Premises, with reasonable dispatch
after any casualty, and (ii) Fixed Annual Rent and Additional Rent shall cease
as to all or any portion of the Demised Premises following a casualty affecting
the Demised Premises only until such time as Landlord shall have repaired and
restored the foregoing elements of the Demised Premises for which Landlord is
responsible to the limited extent hereinabove set forth.

        45. Indemnification of Landlord.

               Tenant shall indemnify and save harmless Landlord and Landlord's
partners, members, officers, agents and employees and shall defend Landlord
and/or Landlord's partners, members, officers, agents and employees against and
from (i) any and all claims against Landlord or its partners, agents or
employees directly or indirectly of whatever nature arising wholly or in part
from any act, omission or negligence of Tenant, its contractors, licensees,
agents, servants, officers, employees, invitees or visitors; (ii) all claims
against Landlord or its partners, agents or employees arising directly or
indirectly from any accident, injury or damage whatsoever caused to any person
or to the property of any person and occurring during the term of this Lease in
or about the Demised Premises, or occurring outside of the Demised Premises but
anywhere within or about the Land or the Building, where such accident, injury
or damage results or is claimed to have resulted wholly or in part from any act,
omission or negligence of Tenant or Tenant's contractors, licensees, agents,
servants, officers, employees, invitees or visitors; (iii) any breach, violation
or non-performance 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 (iv) any cost, liability or responsibility for the payment of any
sales tax with respect to any installations, furniture, furnishings, fixtures or
other improvements located,


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installed or constructed in the Demised Premises, or the filing of any tax
return in connection therewith (although Landlord agrees to execute any such
return if required by law) regardless of whether such tax is imposed upon
Landlord or Tenant. This indemnity and hold harmless agreement shall include
indemnity from and against any and all liability, fines, suits, demands, costs,
damages and expenses of any kind or nature (including without limitation
attorney's and other professional fees and disbursements) incurred in or in
connection with any such claims (including any settlement thereof) or proceeding
brought thereon, and the defense thereof but specifically excludes any claims
attributable wholly or in part from the gross negligence or willful misconduct
of Landlord, or its partners, agents or employees. The provisions of this
Article 45 shall survive the expiration or termination of this Lease.

        46. Additional Rent; Late Charges.

               A. As used in this Lease, "Additional Rent" (whether capitalized
or not) shall be and consist of all sums of money, costs, expenses, or charges
of any kind or amount whatsoever (other than Fixed Annual Rent) which become due
and payable by Tenant to Landlord pursuant to this Lease. Additional Rent shall
be due and payable on demand or together with the next succeeding installment of
the Fixed Annual Rent, whichever shall first occur. If Tenant fails to pay any
Additional Rent, Landlord shall have the same rights and remedies under this
Lease as in the case of non-payment of Fixed Annual Rent.

               B. In every case in which Tenant is required by the terms of this
Lease to pay to Landlord a sum of money and payment is not made within five (5)
days after the same becomes due, Tenant shall pay to Landlord (i) a fee equal to
four (4) cents for each dollar outstanding for the first month that any such
amount is outstanding and (ii) interest on the amount outstanding from the date
it initially becomes due until it is paid at an annual rate which shall be four
(4) percentage points in excess of the prime or base rate set by the New York
City office of Citibank, N.A. or any successor thereof, but in no event more
than the highest rate of interest which at such time shall be permitted under
the laws of the State of New York (hereinafter, the "default rate"). The
foregoing provision for such payments shall not be construed to extend the date
for payment of any sums required to be paid by Tenant hereunder or to relieve
Tenant of its obligations to pay all such sums at the time or times herein
stipulated and, accordingly, notwithstanding the imposition of such payments,
Tenant shall be in default under this Lease if any or all payments required to
be made by Tenant are not made at the time herein stipulated, and neither the
demand for, nor collection by Landlord of, such payments shall be construed as a
curing of such default on the part of Tenant.

        47. Liability of Landlord. Tenant shall look only to Landlord's estate
and interest in the Land and Building for the satisfaction of any judgment in
the event of any default by Landlord under this Lease, and no other property or
assets of Landlord or any member or partner thereof shall be subject to levy,
execution or other enforcement procedure for the satisfaction of same. Neither
the members or partners comprising Landlord (the "Landlord Parties"), nor the
partners, members, shareholders, directors or officers of Landlord or the
Landlord Parties shall be liable for the performance of Landlord's obligations
under this Lease.


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        48. Assignment, Mortgaging, Subletting, Etc.

               A. Tenant covenants and agrees for Tenant and its successors,
assigns and legal representatives, that neither this Lease nor the term and
estate hereby granted, nor any part hereof or thereof, will be assigned,
mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily,
involuntarily, by operation of law, or otherwise), and that neither the Demised
Premises, nor any part thereof, will be encumbered in any manner by reason of
any act or omission on the part of Tenant, or will be used or occupied, or
permitted to be used or occupied, or utilized for desk space or for mailing
privileges or as a concession, by anyone other than Tenant, or for any purpose
other than as hereinbefore set forth, or will be sublet, without the prior
written consent of Landlord in every case. A transfer, either directly or
indirectly, of a fifty (50%) percent or greater interest (whether partnership
interest or otherwise) of Tenant shall be deemed to be an assignment of this
Lease, whether such transfer occurs in one transaction or in any series of
transactions. Notwithstanding the foregoing, (i) the sale of shares by persons
which sale is effectuated through the "over-the-counter market" or through any
recognized stock exchange, or the sale of shares in connection with a tender
offering of shares of Tenant shall not be deemed to be an assignment of this
Lease, and (ii) Tenant may assign this Lease to a corporation into or with which
Tenant is merged or consolidated or, upon the approval of Tenant's shareholders,
to which substantially all of Tenant's interests or assets are transferred;
provided that (x) the nature and character of the proposed assignee, its
business activities and intended use of the Demised Premises are in keeping with
the use permitted hereunder and the standards of the Building, and (y)
immediately after giving effect to such merger, consolidation or transfer, the
successor entity shall have a net worth, as determined in accordance with
generally accepted accounting principles, substantially equal to or in excess of
the net worth, as so determined, of the Tenant named herein (or its then
successor-in-interest as Tenant hereunder) immediately prior to such merger,
consolidation or transfer.

               B. If at any time during the term of this Lease, Tenant
determines to seek to assign this Lease or to sublet more than one-half (1/2) of
the Demised Premises (such determination to be made by adding together the
rentable square footage of the portion of the Demised Premises proposed to be
sublet and all other portions of the Demised Premises which may theretofore have
been sublet by Tenant pursuant to this Article 48) for all or substantially all
of the balance of the term of this Lease, Tenant shall notify Landlord in
writing of such determination and shall offer to vacate the entire Demised
Premises and to surrender this Lease to Landlord as of a date specified in said
offer (the "Surrender Date"), which date shall be the last day of any calendar
month during the term hereof and not earlier than sixty (60) days and not later
than one hundred eighty (180) days after the giving of such notice by Tenant.
Landlord may accept such offer by notice to Tenant given within thirty (30) days
after the receipt of such notice from Tenant. Failure of Landlord to so notify
Tenant within said thirty (30) day period, time being of the essence as to such
date, shall be deemed to be a rejection by Landlord of such offer. If Landlord
accepts such offer, Tenant shall vacate and surrender to Landlord all of
Tenant's right, title and interest in and to the entire Demised Premises, on the
Surrender Date, and the same shall be delivered to Landlord in broom clean
condition, free and clear of all tenancies and occupancies. Upon such vacating
and surrender by Tenant, this Lease shall be canceled and terminated as of the
Surrender Date with the same force and effect as if the Surrender Date were the
date hereinbefore specified for the expiration of the term of this Lease.


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               C. In the event Landlord does not accept the offer of Tenant
referred to in Section 48B hereof, or if Tenant shall seek to sublet less than
one-half (1/2) of the Demised Premises for less than all or substantially all of
the balance of the term of this Lease, then and in either such event, Landlord
agrees not to unreasonably withhold or delay its consent to such proposed
assignment or subletting, provided, however, that Landlord shall not in any
event be obligated to consent to any such proposed assignment or subletting
unless:

                             (a) the proposed assignee, or subtenant is a
        reputable party of a financial standing which, in Landlord's reasonable
        judgment, will allow such proposed assignee or subtenant to meet its
        obligations under this Lease, or under such sublease, as the case may
        be, as they become due; the nature and character of the proposed
        subtenant or assignee, its business activities and intended use or the
        Demised Premises are in keeping with the use permitted hereunder and the
        then standards of the Building; and the proposed assignment or
        subletting does not violate any negative covenants as to use contained
        in any other lease made with any other tenant(s) of the Building;

                             (b) neither the proposed assignee, or subtenant,
        nor any corporation or other entity which controls or is controlled by
        such assignee or subtenant or is under common control with such assignee
        or subtenant, is then a tenant or occupant of any part of the Building
        (collectively "Building Tenant") or a person or entity then negotiating
        with Landlord to lease space in any portion of the Building;

                             (c) Tenant shall pay to Landlord a sum equal to (i)
        75% of any rent or other consideration paid to Tenant by any subtenant
        (including, without limitation, rent for furniture, fixtures or
        leasehold improvements) which is in excess of the Fixed Annual Rent and
        Additional Rent then being paid by Tenant to Landlord pursuant to the
        terms of this lease, and (ii) 75% of any other profit or gain realized
        by Tenant from any such assignment or subletting, whether for the sale
        of this Lease or by way of sale of furniture, fixtures or leasehold
        improvements to the extent that the price thereof received, however the
        same shall be designated, exceeds Tenant's depreciated or amortized tax
        basis for such furniture, fixtures or leasehold improvements or
        otherwise for federal income tax purposes, but less reasonable
        attorneys' fees and brokerage or leasing commissions incurred by Tenant
        in connection with such assignment or subletting, costs of cleaning, if
        any, and tenant allowances. All sums payable hereunder by Tenant shall
        be paid to Landlord as Additional Rent immediately upon receipt thereof
        by Tenant and if requested by Landlord, Tenant shall promptly enter into
        a written agreement with Landlord setting forth the amount of Additional
        Rent to be paid to Landlord pursuant to this Section 48. For the
        purposes hereof, if only part of the Demised Premises is sublet, then
        the rent then being paid therefore by Tenant to Landlord shall be deemed
        to be only that fraction thereof that the area of said sublet space
        bears to the entire Demised Premises;

                             (d) there shall be no default by Tenant under any
        of the terms, covenants and conditions of this Lease at the time that
        Landlord's consent to any such assignment or subletting is requested and
        on the effective date of the assignment or the proposed sublease which
        has continued beyond the applicable grace period thereof;


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                             (e) the proposed assignee or subtenant shall not be
        (i) a government or any subdivision or agency thereof, (ii) a school,
        college, university or educational institution of any type, whether for
        profit or non-profit, (iii) an employment agency, (iv) a provider of
        medical services of any kind, (v) a provider of stock brokerage,
        underwriting or banking services except as general and executive offices
        and not as a branch open to the public or (vi) any not-for-profit
        institution;

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

                             (g) the Demised Premises shall not, without
        Landlord's prior consent, have been publicly listed or publicly
        advertised (except that listings with brokers shall be permitted) for
        subletting at a rental rate less than the prevailing rental rate set by
        Landlord for space in the Building; and

                             (h) such proposed subletting shall not result in
        there being more than two (2) occupants in the Demised Premises
        (including Tenant) at any one time, and Tenant shall be responsible for
        making any alterations to the Demised Premises to comply with the
        Americans with Disabilities Act (the "ADA"), as a result of such
        subletting.

               D. Each subletting pursuant to this Article 48 shall be subject
to all the covenants, agreements, terms, provisions and conditions contained in
this Lease. Tenant covenants and agrees that, notwithstanding such assignment or
any such subletting to any subtenant and/or acceptance of rent or additional
rent by Landlord from any assignee or any subtenant, Tenant shall and will
remain fully liable for the payment of the Fixed Annual 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. Tenant further covenants and agrees that
notwithstanding any such assignment or subletting, no other and further
assignment, underletting or subletting of the Demised Premises or any part
thereof shall or will be made except upon compliance with and subject to the
provisions of this Article 48. Tenant shall promptly furnish to Landlord a copy
of each sublease.

               E. If this Lease be assigned, or if the Demised Premises be
sublet or occupied by anybody other than Tenant, Landlord may, after default by
Tenant, collect rent from the assignee, subtenant or occupant, and apply the net
amount collected to the rent herein reserved, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver by Landlord of any
of Tenant's covenants contained in this Article 48 or the acceptance of the
assignee, subtenant or occupant as Tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained.


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               F. Tenant shall indemnify and hold Landlord harmless of and from
any and all loss, costs, damage or expense (including, without limitation
reasonable attorneys' fees and disbursements) incurred by Landlord by reason of
any claim of or liability to any real estate broker or other finder for a
brokerage commission which may be due or payable on account of any proposed
assignment or subletting.

               G. 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 which
control, are controlled by, or are under common control with Tenant (herein
referred to as a "related corporation") to sublet or occupy all or part of the
Demised 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 Demised Premises
not 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.

        49. Overtime Air Conditioning and Other Services.

        The Fixed Rent does not reflect or include any charge to Tenant for the
furnishing of any necessary freight elevator facilities or heating, ventilation
and/or air-conditioning ("HVAC") to the Demised Premises during periods
("Overtime Periods") other than on Business Days (a) from 8:00 a.m. to 6:00 p.m.
("Business Hours"), when seasonally required in respect of HVAC, and (b) from
8:00 a.m. to 5:00 p.m. in respect of freight elevator facilities (exclusive of a
one-hour mid-day break for the operator, to be determined from time to time per
union agreement or otherwise). Accordingly, if Landlord furnishes any such
freight elevator facilities or HVAC to the Premises at the request of Tenant
during Overtime Periods, Tenant shall pay Landlord Additional Rent for such
services, on demand, at Landlord's then established rates for the Building. As
of the date hereof, Landlord's established charges for the provision of freight
elevator facilities and/or HVAC during Overtime Periods are set forth in Exhibit
E annexed hereto and made a part hereof, but such charges shall be subject to
increase, from time to time, to reflect any increases in the then established
rates charged by Landlord to other tenants of the Building. Landlord shall not
be required to furnish any such services during any Overtime Periods unless
Tenant shall notify Landlord in writing of its requirement for such services
prior to 2:00 p.m. of the day upon which such services are requested or by 2:00
p.m. of the last preceding Business Day if such Overtime Periods are to occur on
a day other than a Business Day . If Tenant fails to give Landlord such advance
notice, then the failure by Landlord to furnish or distribute any such services
during such Overtime Periods shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement or diminution
of rental, 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. Anything hereinabove to the contrary notwithstanding, Landlord will
not be required to provide any such services during Overtime


                                       23
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Periods if Tenant is then in default under the terms of this Lease or if such
services are not then being provided to the Building by Landlord. As used in
this Lease, the term "Business Days" shall mean any day excluding Saturdays,
Sundays and all days observed as holidays by either the federal or New York
State governments and/or any of the labor unions servicing the Building, from
time to time.

        50. Compliance with Laws.

        Supplementing the provisions of Article 6 hereof, Tenant shall give
prompt notice to Landlord of any notice it receives of the violation of any law
or requirement of any public authority with respect to the Demised Premises or
the use or occupation thereof. Tenant shall promptly comply with all present and
future laws, orders and regulations of all state, federal, municipal and local
governments, departments, commissions and boards or any direction of any public
officer pursuant to law, and all orders, rules and regulations of the New York
Board of Fire Underwriters or any similar body which shall impose any violation,
order or duty upon Landlord or Tenant with respect to the Demised Premises,
including any objection under the ADA (in which event Tenant shall effect such
compliance at its sole cost and expense) or the Building (in which event,
notwithstanding anything herein to the contrary, Landlord shall effect such
compliance at its sole cost and expense unless arising out of Tenant's use or
manner of use of the Demised Premises or the Building, in which latter event,
Landlord shall effect such compliance at the sole cost and expense of Tenant).

        51. Brokerage.

        Tenant represents and warrants that the sole brokers with whom it has
dealt in connection with this Lease were the Brokers (as defined in Section
37B), whose commission Landlord agrees to pay, pursuant to a separate
agreement(s). Tenant does hereby agree to indemnify and hold Landlord harmless
of and from any and all loss, costs, damage or expense (including, without
limitation, reasonable attorneys' fees and disbursements) incurred by Landlord
by reason of any claim of or liability to any broker other than the Brokers who
shall claim to have dealt with Tenant in connection with the negotiation or
consummation of this Lease.

        52. Miscellaneous.

               A. Tenant shall not at any time prior to or during the term
hereof either directly or indirectly use any contractors or labor or materials
whose use in Landlord's sole judgment would create or creates any difficulty
with other contractors or labor employed by Tenant or Landlord or others in the
construction, maintenance or operation of the Demised Premises or the Building.

               B. If more than one person executes this Lease as Tenant, each of
them understands and hereby agrees that the obligations of each of them under
this Lease are and shall be joint and several, that the term "Tenant" as used in
this Lease shall mean and include each of them jointly and severally and that
the act of or notice from, or notice or refund to, or the signature of any one
or more of them with respect to the tenancy of this Lease, including, but not
limited to, any renewal, extension, expiration, termination or modification of
this Lease shall be binding upon each and all of the persons executing this
Lease as Tenant with the same


                                       24
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force and effect as if each and all of the persons
executing this Lease had so acted or so given or received such notice or refund
or so signed.

               C. Intentionally Omitted.

               D. This Lease may not be extended, renewed, terminated or
otherwise modified except by an instrument in writing signed by the party
against whom enforcement of any such modification is sought.

               E. Wherever in this Lease it is provided that either party shall
not unreasonably withhold consent or approval or shall exercise its judgment
reasonably, and if no specific time period is given, such consent or approval or
exercise of judgment shall also not be unreasonably delayed.

               F. This Lease is offered to Tenant for signature with the
understanding that it shall not be binding upon Landlord unless and until
Landlord shall have executed and unconditionally delivered to Tenant a fully
executed copy of this Lease.

               G. Tenant hereby irrevocably waives any and all right(s) it may
have in connection with any zoning lot merger or transfer or development rights
with respect to the Demised Premises including, without limitation, any rights
it may have to be a party to, to contest, or to execute, any Declaration of
Restrictions (as such term is defined in Section 12-10 of the Zoning Resolution
of the City of New York effective December 15,1961, as amended) with respect to
the Demised Premises, which would cause the Demised Premises to be merged with
or unmerged from any other zoning lot pursuant to such Zoning Resolution or to
any document of a similar nature and purpose, and Tenant agrees that this Lease
shall be subject and subordinate to any Declaration of Restrictions or any other
document of similar nature and purpose now or hereafter affecting the Land or
the Building. In confirmation of such subordination and waiver, Tenant shall
execute and deliver promptly any certificate or instrument that Landlord
reasonably may request and, in connection therewith, Tenant hereby irrevocably
constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an
interest, to execute any such certificate or instrument for and on behalf of
Tenant if Tenant fails or refuses to execute such certificate or instrument
within ten (10) days after written request.

               H. Nothing contained in Article 17 of the printed form shall be
deemed to require Landlord to give the notices therein provided for prior to the
commencement of a summary proceeding for nonpayment of rent or a plenary action
for the 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 or occupancy, it shall become a
holdover tenant.

               I. Supplementing Article 18 of the printed form, instead of the
liquidated damages determined pursuant to Article 18(c), Landlord may, at its
election, recover from Tenant as liquidated damages an amount determined
pursuant to Article 16(b).


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        53. Real Property Law Section 223-a.

        Tenant expressly waives any right to rescind this Lease under Section
223-a of the New York Real Property Law or under any present or future statute
of similar import then in force and further expressly waives the right to
recover any damages which may result from Landlord's failure to deliver
possession of the Demised Premises in accordance with the terms hereof. Tenant
agrees that the provisions of this Paragraph and Paragraph 24 are intended to
constitute "an express provision to the contrary" within the meaning of said
Section 223-a.

        54. Legal Rent Restrictions.

               If any of the rents payable under the terms of this Lease shall
be or become uncollectible, reduced or required to be refunded because of any
applicable law, ordinance, order, rule, requirement or regulation, Tenant shall
enter into such agreement(s) and take such other steps (without additional
expense to Tenant) as Landlord may request and as may be legally permissible to
permit Landlord to collect the maximum rents which from time to time during the
continuance of such legal rent restriction may be legally permissible (and not
in excess of the amounts reserved therefor under this Lease). Upon the
termination of such legal rent restriction, (a) the rents shall become and
thereafter be payable in accordance with the amounts reserved herein for the
periods following such termination and (b) Tenant shall pay to Landlord, to the
maximum extent legally permissible, an amount equal to the rents which would
have been paid pursuant to this Lease but for such legal rent restriction less
(ii) the rents paid by Tenant during the period such legal rent restriction was
in effect.

        55. Right to Cure Defaults.

               If Tenant shall fail to comply fully with any of its obligations
under this Lease (including, without limitation, its obligations to make
repairs, maintain public liability and other insurance and comply with all legal
requirements) within the applicable time provided therefore hereunder, including
grace periods, Landlord, without thereby waiving such default and without
liability to Tenant, may, but shall not be obligated to, perform the same for
the account and at the expense of Tenant without notice in case of emergency and
upon five (5) days' prior notice in all other cases. Landlord may enter the
Demised Premises at any time to cure any default. Bills for expenses incurred by
Landlord in connection with any such performance or involved in collecting rent
or in enforcing any rights against Tenant under or in connection with this Lease
or pursuant to law, including any costs, expense and disbursement involved in
instituting and prosecuting summary proceedings, as well as bills for any
property, material, labor or services provided, furnished or rendered, including
reasonable attorneys' fees and disbursements, together with interest on the
amount of such costs, expenses and disbursements a the default rate set forth in
paragraph 46B, shall be paid by Tenant as Additional rent on demand.

        56. Consents. Wherever in this Lease Landlord's consent or approval is
required and Landlord agrees that such consent or approval shall not be
unreasonably withheld, if Landlord shall refuse such consent or approval Tenant
in no event shall be entitled to and shall not 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 assertion by Tenant that
Landlord unreasonably withheld or unreasonably delayed its consent or approval.


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Tenant's sole remedy in such circumstance shall be an action or proceeding to
enforce any such provision by way of specific performance, injunction or
declaratory judgment.

        57. Cleaning. During the Term of this Lease, Landlord, at its expense,
shall cause the Demised Premises to be cleaned, substantially in accordance with
the Cleaning Specifications set forth in Exhibit D annexed hereto and made a
part hereof.

        58. Notices. Except as otherwise expressly provided in this Lease, every
notice, demand, consent, approval, request or other communication (collectively,
"notices") which may be or is required to be given under this Lease or by law
shall be in writing and shall be personally delivered or sent by United States
certified or registered mail, postage prepaid, return receipt requested and
shall be addressed:

               A. If intended for Landlord, to Landlord's address set forth on
the cover page hereof (or to such other address or addresses as may from time to
time hereafter be designated by Landlord by like notice) with a copy to
Landlord's attorney:

                          Paul, Weiss, Rifkind, Wharton & Garrison LLP
                          1285 Avenue of the Americas
                          New York, New York 10019-6064
                          Attn: Allen M. Wieder, Esq.

               B. If intended for Tenant, to Tenant's address set forth on the
cover page hereof until the date that Tenant occupies the Demised Premises for
the conduct of its business, and thereafter at the Demised Premises (or to such
other address or addresses as may from time to time hereafter be designated by
Tenant by like notice)

               C. Except as otherwise provided herein, all such notices shall be
deemed to have been served or delivered on the next Business Day following the
date personal delivery is made or three (3) Business Days after being deposited
in the United States Mail. A notice given by counsel for Landlord shall be
deemed a valid notice if addressed and sent in accordance with the provisions of
this Article. Each of the parties hereto waives personal or any other service
other than as provided for in this Article. Notwithstanding the foregoing,
either party hereto may give the other party oral notice of the need for
emergency repairs.

        59. Certificate of Tenant.

               Tenant shall, without charge, at any time and from time to time,
within ten (10) days after request by Landlord, the lessor under any Superior
Lease and/or the holder of a Superior Mortgage, as the case may be, execute,
acknowledge and deliver to Landlord or any other person, firm or corporation
specified by Landlord, a written instrument (an "Estoppel Certificate") in the
form attached hereto as Exhibit F, having attached thereto a copy of this Lease
and all amendments hereto, if any, or such other form as may be required by
Landlord, the lessor under any such Superior Lease and/or the holder of any such
Superior Mortgage.


                                       27
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               IN WITNESS WHEREOF the parties hereto have duly executed this
Lease as of the day and year first above written.

LANDLORD:                         417 FIFTH AVENUE LLC

                                  By:   OLY Fifth Avenue GP, LLC, its
                                              Managing Member
                                  By:   /s/ Timothy B. Smith,
                                        ----------------------------------------
                                        Name:  Timothy B. Smith,
                                        Title:  Vice President

TENANT:                           MARVEL ENTERPRISES, INC.

                                  By:   /s/ Kenneth P. West
                                        ----------------------------------------
                                        Name:  Kenneth P. West
                                        Title: EVP & CFS

                                  Taxpayer Identification Number:  13-3711775
                                                                   ----------


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                                    EXHIBIT A

                                DEMISED PREMISES
                                ----------------



                                      A-1
<PAGE>

Conformed Copy



                            GRAPHIC MATERIAL OMITTED



                                      A-2
<PAGE>

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                                    EXHIBIT B

                 ("Intentionally Omitted" in Original Document)



                                       B-1
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                                    EXHIBIT C

                                 LANDLORD'S WORK
                                 ---------------

              1.      Create a pass through between the Demised Premises and the
                      premises demised pursuant to the CIBC Sublease, where
                      shown on Exhibit A;

              2.      Shampoo the carpet in the Demised Premises; and

              3.      Deliver broom clean.



                                      C-1
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                                    EXHIBIT D

                            Cleaning Specifications(1)
                            --------------------------

I.      Public Areas (Corridors and Stairwells)

        a.      Vacuum all carpeted corridors nightly. Spot clean and shampoo as
                required.

        b.      Wash all non-carpeted public corridor flooring nightly and wax
                once per week.

        c.      Remove all smudges, scuffmarks, graffiti and all other
                unauthorized marks and writings from public corridor walls
                nightly.

        d.      Police all public stairwells throughout the entire building and
                keep in clean condition, sweep daily and mop same area once per
                week.

        e.      Inspect and keep clean firehoses, extinguishers and similar
                equipment as required.

        f.      Dust all railings weekly and high dust quarterly.

II.     Office Areas

        a.      All linoleum, rubber, asphalt tile and other similar types of
                flooring (that may be waxed) to be swept nightly, using approved
                dust-check type of mop.

        b.      All carpentry and rugs to be carpet swept nightly and vacuum
                cleaned weekly moving light furniture other than desks, file
                cabinets, etcetera.

        c.      Hand dust and wipe clean all furniture, fixtures, desks,
                equipment and window sills nightly. All dusting to be done with
                specially treated cloths.

        d.      Empty and clean all waste receptacles nightly and remove waste
                paper and waste materials to appropriate areas for removal by
                rubbish remover.

        e.      Dust interior of all waste disposal cans and baskets nightly;
                damp dust as necessary.

        f.      Wash clean all water fountains and coolers nightly.

        g.      Hand dust all baseboards, chair rails, trim, pictures, charts,
                doors and ventilating louvers, within reach, not less than
                quarterly.

        h.      Dust all telephones as necessary.



--------
1 Performed by Landlord's contractor.


                                       D-1
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        i.      Sweep all private stairway structures nightly; if carpeted,
                carpet sweep nightly, vacuum weekly.

        j.      Remove fingermarks from metal partitions and other similar
                surfaces as necessary.

        k.      Wash exterior and interior of windows not less than three times
                annually, subject to weather conditions and requirements of law.

III.    Lavatories

        a.      Sweep and wash all lavatory floors nightly using proper
                disinfectants. Wash and polish all mirrors, powder shelves,
                bright work, including flushometers, piping and toilet set
                hinges and enameled surfaces in all lavatories nightly.

        b.      Scour, wash and disinfect all basins, bowls and urinals
                throughout all lavatories nightly.

        c.      Wash all toilet seats nightly.

        d.      Empty paper towels receptacles and transport waste paper to
                designated area in basement nightly.

        e.      Fill toilet tissue holders, towel dispensers, soap dispensers
                and Kotex/Modess dispensers nightly with supplies to be
                furnished by Contractor and approved by Landlord.

        f.      Empty sanitary disposal receptacles nightly.

        g.      Machine scrub flooring with approved germicidal detergent
                solution once a week.

        h.      Thoroughly wash all wall tile and stall surfaces nightly and
                polish monthly.



                                      D-2
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Conformed Copy


                                    EXHIBIT E

                              Overtime Period Rates
                              ---------------------

Freight elevator service:    $90/hour, with a one hour minimum on Business Days
                             and a four-hour minimum at all other times

Heating:                     Perimeter steam radiation only at $250/hour with a
                             one-hour minimum on Business Days and a four-hour
                             minimum at all other times.

Air conditioning:            $125/hour for water-cooled air conditioning units
                             only, with a one-hour minimum on Business Days and
                             a four-hour minimum at all other times. There will
                             be no Building charge for operation of Tenant
                             installed supplemental air-cooled air conditioning
                             units.



                                      E-1
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                                    EXHIBIT F

                          Form of Estoppel Certificate
                          ----------------------------

        The undersigned ________________________ ("Tenant"), in consideration of
One Dollar ($1.00) and other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, hereby certifies to
_____________________________ ("Landlord"), the holder of any mortgage covering
the property (the "Mortgagee") and the vendee under any contract of sale with
respect to the Property (the "Purchaser") as follows:

        (a) Tenant executed and exchanged with a certain lease (the "Lease"),
dated ,covering the floors shown hatched on the plan attached hereto as Schedule
A (the "demised premises") in the building located in the Borough of Manhattan,
in the City, County, and State of New York, known as and by the street number
417 Fifth Avenue (the "Property"), for a term to commence (or which commenced)
on ______________ 200__, and to expire on _________, 20__.

        (b) The Lease is in full force and effect and has not been modified,
changed, altered or amended in any respect, except as set forth on Schedule B. A
true, correct and complete copy of the Lease (including, without limitations,
all modifications and amendments thereto and assignments thereof) is attached
hereto as Schedule B. No representations or warranties of any kind have been
made to Tenant with respect to the demised premises except as set forth in the
Lease.

        (c) Tenant has accepted and is now in possession of the demised premises
and is paying the full rental under the Lease.

        (d) The fixed minimum annual rent payable under this Lease is $ . The
fixed minimum annual rent and all additional rent and other charges required to
be paid under the Lease have been paid for the period up to and including

        (e) No rent under the Lease has been paid for more than thirty (30) days
in advance of its due date.

        (f) All work required under the Lease to be performed by Landlord has
been completed to the full satisfaction of Tenant, except as set forth on
Schedule C hereto.

        (g) To the best of Tenant's knowledge, there are no defaults existing
under the Lease on the part of either Landlord or Tenant, except as set forth on
Schedule C.

        (h) To the best of Tenant's knowledge, there is no existing basis for
Tenant to cancel or terminate the Lease, except as set forth on Schedule C.

        (i) As of the date hereof, there exists no valid defenses, offsets,
credits, deductions in rent or claims against the enforcement of any of the
agreements, terms, covenants or conditions of the Lease, except as set forth on
Schedule C.


                                      F-1
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        (j) Tenant affirms that any disputes with Landlord giving rise to a
claim against Landlord is a claim under this Lease only and is subordinate to
the rights of the lessor under any "Superior Lease" and/or the holder of any
"Superior Mortgage" (as such terms are defined in the Lease) and shall be
subject to all the terms, conditions and provisions thereof. Any such claims are
not offsets to or defenses against enforcement of this Lease.

        (k) Tenant affirms that any claims pertaining to matters in existence at
the time Tenant took possession and which were known to or which were then
readily ascertainable by Tenant shall be enforced solely by money judgment
and/or specific performance against the Landlord named in the Lease and may not
be enforced as an offset to or defense against enforcement of this Lease.

        (l) There are no actions, whether voluntary or otherwise, pending
against the Tenant under the Bankruptcy Laws of the United States or any state
thereof.

        (m) Except as set forth in the Lease, no broker represented Tenant in
connection with the negotiation of the Lease.

        (n) This certification is made to induce Purchaser to consummate a
purchase of the Property and/or to induce Mortgagee to make and maintain a
mortgage loan secured by the Property, as the case may be, knowing that said
Purchaser and/or Mortgagee as applicable, rely upon the truth of this
certification in making and/or maintaining such purchase or mortgage, as
applicable.

Date:


                                    -------------------------------
                                    TENANT


                                      F-2