EXHIBIT 10.10
                                    SUBLEASE

         THIS SUBLEASE,  dated as of the 9th day of June,  2000, is between HSBC
BANK USA, a bank  organized  under the laws of the State of New York,  having an
office a 140 Broadway,  New York, NY 10005 ("Sublessor") and MARVEL ENTERPRISES,
INC., a Delaware  corporation,  having an office at 387 Park Avenue  South,  New
York, NY 10016 ("Subtenant").

                                   WITNESSETH:

                   1.  DEMISE  AND  TERM.  Sublessor  leases to  Subtenant,  and
Subtenant hires from  Sublessor,  certain  premises  identified as Room 801, 9th
Floor, 10th Floor, 11th Floor, Room 1206 and Room 1208 as identified on Schedule
A  attached  hereto  and  made  a  part  hereof  (collectively,  the  "Subleased
Premises") located in the building  ("Building") known as 8-10 East 40"' Street,
New York, NY and being a portion of the premises  which were leased to Sublessor
under the Main Lease (as  hereinafter  defined).  The term of this Sublease (the
"Sublease  Term")  shall be the period:  (a)  commencing  on the date  Sublessor
tenders possession of the Subleased Premises to Subtenant,  which is anticipated
to be on or about January 1, 2001 (the  "Commencement  Date"), and (b) ending at
midnight on July 31, 2006  unless  sooner  terminated  as herein  provided  (the
"Termination  Date").  Sublessor  shall  give  Subtenant  notice  of the date of
possession, if other than January 1, 2001, at least ten (10) days prior thereto.
If the  Commencement  Date does not occur by May 1, 2001, then either party may,
upon at least ten (10) days prior  written  notice to the other party,  elect to
terminate  this Sublease  (provided  however,  that  Sublessor may void any such
termination  notice given by Subtenant by tendering  possession of the Subleased
Premises to Subtenant prior to the expiration of such ten (10) day period).

                   2.  SUBORDINATE TO MAIN LEASE.  This Sublease is and shall be
subject  and  subordinate  to  the  lease  dated  as of  December  14,  1992,  a
modification  dated  October 20, 1993, a supplement  dated  December 10, 1993, a
second  modification  dated October 22, 1993, a third modification dated January
28, 1994, a fourth  modification  dated December 29, 1993, a fifth  modification
dated June 20,  1994,  a sixth  modification  dated  April 14,  1997,  a seventh
modification  dated May 14, 1997 and an eighth  modification  dated November 11,
1997   (collectively,   the  "Main  Lease")  all  between  The  Ronbet   Company
("Overlandlord"),  as landlord, and Sublessor,  as tenant, and to the matters to
which  the  Main  Lease  is or  shall  be  subject  and  subordinate.  Subtenant
acknowledges that a copy of the Main Lease has been delivered to and examined by
Subtenant.

          3. INCORPORATION BY REFERENCE. (a) The terms, covenants and conditions
of the Main Lease are  incorporated  herein by reference so that,  except to the
extent that they are  inapplicable  , excluded or are modified by the provisions
of this Sublease. For the purpose of incorporation by reference,  each and every
term,  covenant  and  condition  of the Main Lease  binding on or inuring to the
benefit of the landlord  thereunder shall, in respect of this Sublease,  bind or
inure to the  benefit  of  Sublessor,  and each and  every  term,  covenant  and
condition  of the Main Lease  binding on or inuring to the benefit of the tenant
thereunder  shall, in respect of this Sublease,  bind or inure to the benefit of
Subtenant,  with the same  force and  effect  as if such  terms,  covenants  and
conditions  were  completely  set  forth in this  Sublease,  and as if the words
"Owner" and  "Tenant," or words of similar  import,  wherever the same appear in


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the  Main  Lease,  were  construed  to  mean,   respectively,   "Sublessor"  and
"Subtenant" in this Sublease,  and as if the words "Demised  Premises," or words
of similar import, wherever the same appear in the Main Lease, were construed to
mean "Subleased Premises" in this Sublease, and as if the word "Lease," or words
of similar import, wherever the same appear in the Main Lease, were construed to
mean this "Sublease".

          (b)  Notwithstanding  anything  to  the  contrary  contained  in  this
Sublease,  all provisions in the Main Lease which either are inapplicable to the
Subleased  Premises by their terms or provide for (i) termination,  expansion or
extension  options,  (ii) tenant improvement work or work allowances or credits,
(iii) rent credits, abatements,  offsets or waivers, (iv) the right to install a
concierge desk, emergency generator, or roof top antennae or satellite dish, (v)
the right to  discontinue  cleaning  services or  electricity  service,  or (vi)
exclusive  elevator usage, are not  incorporated in this Sublease.  Furthermore,
the specific  provisions of the Main Lease listed on Schedule B attached  hereto
and  made  a  part  hereof  are  not   incorporated   in  this   Sublease.   All
representations  or warranties  made by  Overlandlord in the Main Lease shall be
deemed made only by  Overlandlord.  Subtenant  shall be entitled to the services
and repairs  which  Overlandlord  is  obligated  to furnish or make to or in the
Subleased  Premises  pursuant  to the terms of the Main  Lease.  The time limits
contained  in the Main  Lease for the  giving of  notices,  making of demands or
performing  of any  act,  condition  or  covenant  on  the  part  of the  tenant
thereunder, or for the exercise by the tenant thereunder of any right or remedy,
are changed for the purposes of incorporation  herein by reference by shortening
the same in each instance by three (3) days, so that in each instance  Subtenant
shall  have  three (3) days less  time to  observe  or  perform  hereunder  than
Sublessor  has as the tenant  under the Main  Lease.  Sublessor  shall  promptly
furnish  Subtenant  with a copy of any bill,  statement or notice  received from
Overlandlord  relevant  to  Subtenant's  interest  in  the  Subleased  Premises,
including  any notices of default or  termination.  If any express  provision of
this  Sublease  shall  conflict  with  any of  the  provisions  incorporated  by
reference,  such  conflict  shall be resolved in every  instance in favor of the
express provisions of this Sublease.

          4.  PERFORMANCE  BY SUBLESSOR.  Any  obligation of Sublessor  which is
contained in this Sublease by the  incorporation  by reference of the provisions
of the Main Lease may be  observed  or  performed  by  Sublessor  using its best
efforts (at the sole cost and expense of  Subtenant)  to cause  Overlandlord  to
observe and/or perform the same, and Sublessor  shall have a reasonable  time to
enforce its rights to cause such observance or performance.  Sublessor shall not
be required to furnish,  supply or install  anything  required to be  furnished,
supplied  or  installed  by  Overlandlord  under any  article of the Main Lease.
Subtenant  shall not in any event have any  rights in  respect of the  Subleased
Premises greater than Sublessor's  rights under the Main Lease.  Sublessor shall
not be responsible  for any failure of  Overlandlord to make structural or other
repairs or  improvements  to the Subleased  Premises but Sublessor shall use its
best efforts (at the sole cost and expense of Subtenant)  to cause  Overlandlord
to make such  repairs or  improvements,  to the extent  provided for in the Main
Lease.  If Sublessor is unable,  due to reasons  beyond  Sublessor's  reasonable
control,  to provide heat, air conditioning,  water,  elevator or other service,
then the failure to furnish, or interruption of, any such services or facilities
shall  not  give  rise  to  any:  (a)  abatement,  diminution  or  reduction  of
Subtenant's obligations under this Sublease, (b) constructive eviction,  whether
in whole  or in part,  or (c)  liability  of any kind on the part of  Sublessor,
unless caused directly by Sublessor's own gross negligence.

         If  Overlandlord  shall  default  in  the  performance  of  any  of its
obligations  under  the Main  Lease  with  respect  to the  Subleased  Premises,
Sublessor shall, upon the written request of Subtenant, make a

                                        -2-

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demand upon the  Overlandlord  to perform its  obligations  under the Main Lease
with respect to the Subleased Premises.  If, following the making of such demand
and the  expiration of any applicable  grace period granted to the  Overlandlord
under the Main Lease,  Overlandlord has failed to perform its obligations  under
the Main Lease,  then Sublessor shall, upon the request and at the sole cost and
expense  of  Subtenant  (including,  but  not  limited  to,  payment  of  all of
Sublessor's attorney's fees and costs) timely institute and diligently prosecute
any action or proceeding  which  Subtenant,  in its reasonable  judgment,  deems
meritorious,  in order to have  Overlandlord  make such  repairs,  furnish  such
electricity,  provide  such  services  or comply  with any other  obligation  of
Overlandlord  under  the  Main  Lease.  Sublessor  or its  attorney  shall  keep
Subtenant  apprised  of the status of such  action or  proceeding  and shall not
settle the same without the prior written consent of Subtenant, such consent not
to be unreasonably withheld. Notwithstanding the foregoing, Sublessor shall have
no  obligation  to institute or  diligently  prosecute  any action or proceeding
which  Subtenant could bring directly  against  Overlandlord  without  Sublessor
being a party to such action or proceeding.  Subtenant  shall  protect,  defend,
indemnify  and hold  harmless  Sublessor  from and  against  any and all  claims
arising from or in connection  with such  request,  action or  proceeding.  As a
condition  precedent  to  Sublessor's  obligations  to  commence,   continue  or
prosecute any such action,  Sublessor may require Subtenant to post such cash or
other  collateral as Sublessor  reasonably  deems  appropriate  to secure all of
Subtenant's  obligations  under this  provision.  All amounts payable under this
provision  shall be deemed  additional  rent  hereunder.  This  provision  shall
survive the expiration or other termination of this Sublease.

          5. NO BREACH OF MAIN LEASE.  Neither  Subtenant nor Sublessor shall do
or permit to be done any act or thing which may constitute a breach or violation
of any term,  covenant or condition of the Main Lease by the tenant  thereunder,
whether  or not such act or thing is  permitted  under  the  provisions  of this
Sublease.

          6. NO PRIVITY OF ESTATE.  Nothing  contained in this Sublease shall be
construed  to create  privity of estate or of  contract  between  Subtenant  and
Overlandlord.

          7. INDEMNITY. Subtenant shall indemnify, defend (by attorneys selected
by Sublessor and reasonably acceptable to Subtenant) and hold harmless Sublessor
from  and  against  all  losses,  costs,  damages,   expenses  and  liabilities,
including,  without limitation  reasonable  attorneys' fees, which Sublessor may
incur or pay out by reason of: (a) any accidents, damages or injuries to persons
or property occurring in, on or about the Subleased Premises,  (b) any breach or
default  hereunder on Subtenant's part, (c) any work done in or to the Subleased
Premises, or (d) any act, omission or negligence on the part of Subtenant and/or
its  officers,  employees,  agents,  customers  and/or  invitees,  or any person
claiming through or under  Subtenant.  Sublessor shall promptly notify Subtenant
of any claim for indemnification.

                                      -3-
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         Sublessor shall indemnify,  defend (by attorneys  selected by Subtenant
and  reasonably  acceptable to Sublessor)  and hold harmless  Subtenant from and
against all losses, costs, damages, expenses and liabilities, including, without
limitation  reasonable  attorneys' fees, which Subtenant may incur or pay out by
reason of any breach or default hereunder on Sublessor's  part.  Subtenant shall
promptly notify Sublessor of any claim for indemnification.



          8. RELEASES. Subtenant hereby releases Overlandlord or anyone claiming
through or under  Overlandlord  by way of subrogation or otherwise to the extent
that  Sublessor  released  Overlandlord  and/or  Overlandlord  was  relieved  of
liability or  responsibility  pursuant to the provisions of the Main Lease,  and
Sublessor  and  Subtenant  will be  named as  additional  insureds  under  their
respective liability insurance policies.

          9. RENT.  Subtenant  shall pay to  Sublessor  rent (the "Fixed  Rent")
through the end of the Sublease Term at the following rates:

          (i)       from the Commencement Date through December 31, 2001, at the
                    annual rate of $3,307,612;

          (ii)      from  January 1, 2002  through  December  31,  2002,  at the
                    annual rate of $3,398,571;

          (iii)     from  January 1, 2003  through  December  31,  2003,  at the
                    annual rate of $3,569,214;

          (iv)      from  January 1, 2004  through  December  31,  2004,  at the
                    annual rate of $3,667,691;

          (v)       from  January 1, 2005  through  December  31,  2005,  at the
                    annual rate of $3,845,851; and

          (vi)      from January 1, 2006 through the  Termination  Date,  at the
                    annual rate of 3,951,093.

The Fixed Rent shall be payable in equal monthly  installments in advance on the
first day of each month during the Sublease Term.

          Provided  Subtenant  is not in default  under any of the terms of this
Sublease,  Subtenant shall be entitled to a credit against the Fixed Rent in the
amount of $275,634 for each of the first three  months of the Sublease  Term and
$137,817 for the fourth month of the Sublease Term.

                                      -4-

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         Fixed Rent and all other  amounts  payable by  Subtenant  to  Sublessor
herein shall be paid promptly when due, without notice or demand therefore,  and
without  deduction,  abatement,  counterclaim or setoff of any amount or for any
reason whatsoever; Fixed Rent and Additional Rent (as hereinafter defined) shall
be paid to  Sublessor  by good  unendorsed  check of Subtenant at the address of
Sublessor  set forth in Paragraph  18 hereof or to such other  person  and/or at
such other  address as  Sublessor  may from time to time  designate by notice to
Subtenant.  No payment by Subtenant or receipt by Sublessor of any lesser amount
than the amount  stipulated to be paid  hereunder  shall be deemed other than on
account of the earliest  stipulated Fixed Rent or Additional Rent due under this
Sublease;  nor  shall any  endorsement  or  statement  on any check or letter be
deemed an accord  and  satisfaction,  and  Sublessor  may  accept  any check for
payment without prejudice to Sublessor's right to recover the



balance  due or to pursue  any  other  remedy  available  to  Sublessor  and any
provision  in the  Main  Lease  referring  to  fixed  rent  or  additional  rent
incorporated  herein by reference shall be deemed to refer to the Fixed Rent and
Additional Rent due under this Sublease.

          10.  LATE  CHARGES.  If payment of any Fixed Rent or  Additional  Rent
shall not have been  paid by the  fifth  (5th) day after the date on which  such
amount  was due and  payable,  a late  charge  equal to the  lesser  of five (%)
percent of the amount due or Fifteen Thousand ($15,000)  Dollars,  be payable as
liquidated damages for Subtenant's  failure to make prompt payment. In addition,
in the event that any Fixed Rent or Additional  Rent shall not have been paid by
the fifteenth (15th) day after the date on which such amount was due and payable
interest  shall be due and payable as an  additional  late charge at the rate of
two (2%) percent per  calendar  month or any part thereof on the amount due from
the date on which such  amount was  originally  due and  payable (or the maximum
rate of interest which may lawfully be collected  from the Subtenant,  whichever
is less), as liquidated  damages for Subtenant's  continued failure to make such
payment.  The late charge for any month shall be payable on the first day of the
following month, and in default of payment of any late charges,  Sublessor shall
have (in  addition  to all other  remedies)  the same rights as provided in this
Sublease (including the provisions incorporated by reference) for non-payment of
Fixed Rent.  Nothing in this  Paragraph 10 and no  acceptance of late charges by
Sublessor shall be deemed to extend or change the time for payment of Fixed Rent
or Additional Rent.

          11.  ADDITIONAL RENT. All amounts payable by Subtenant to Sublessor in
accordance with this Sublease, other than Fixed Rent, shall be deemed additional
rent ("Additional Rent"), payable on the first day of each month during the term
of this  Sublease,  and  upon  any  default  by  Subtenant  in  paying  any such
Additional  Rent,  Sublessor  shall be entitled to the remedies  available to it
hereunder or at law upon the non-payment of Fixed Rent.

          (a) Taxes Increase.  Subtenant  shall pay to Sublessor,  as Additional
Rent, all amounts payable by Sublessor under Article 39 of the Main Lease,  with
the following changes:


                                      -5-

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          (i)       for the purpose of this Sublease,  "Base Tax" shall mean the
                    Taxes (as defined in the Main Lease) for the  calendar  year
                    2000, and "Tenant's Proportionate Share" shall be 18.082%;

          (ii)      Insert28E  shall not be  applicable  and  Article  39E shall
                    apply only to Overlandlord;

          (iii)     all payments from  Subtenant to Sublessor  shall be due five
                    (5) days prior to the time when such  payments  are due from
                    Sublessor to Overlandlord; and

          (iv)      Overlandlord's  statement to Sublessor as to the Taxes shall
                    be dispositive as between Sublessor and Subtenant.

          (b)  Electricity  Charge.   Subtenant  shall  pay  to  Sublessor,   as
Additional Rent, an electricity charge pursuant to Article 65 of the Main Lease,
with the following changes:

          (i)       Subtenant  shall  only pay such  electricity  charge for the
                    Subleased Premises;

          (ii)      the  minimum  monthly  electricity  charge,  as set forth in
                    Insert  43 and the last  paragraph  of  Article  65 shall be
                    $18,480;

          (iii)     Sublessor  shall,  promptly  after  the  Commencement  Date,
                    initiate an electrical survey of the Subleased Premises,  as
                    provided for in Insert 43; and

          (iv)      the time  period in Insert 43A is changed to be twenty  (20)
                    days written notice to Subtenant.

          (c)  Operating  Expense   Escalation.   An  annual  operating  expense
escalation of 2.75% is included in the foregoing Fixed Rent increases.

          (d) Local Laws. Subtenant shall pay to Sublessor,  as Additional Rent,
the amounts  payable by Sublessor  under Article 37 of the Main Lease,  with the
following  change:  the  percentage  figure in the  penultimate  line thereof is
changed to 18.082%.

          12.  UTILITIES.  (a)  Sublessor  shall  not be  liable  in any  way to
Subtenant  for any  failure or defect in the  supply or  character  of  electric
energy  furnished  to  the  Subleased   Premises,   unless  caused  directly  by
Sublessor's own gross negligence.

          (b) If, at any time during the term of this Sublease, Subtenant wishes
to install in the  Subleased  Premises  equipment  which would not be considered
ordinary office equipment, including, but not limited to, items such as assembly
machinery,   supplemental   air   conditioning   systems,   or  other   heat  or
cooling-intensive  electrically  operated  equipment,  Subtenant shall submit to


                                      -6-

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Sublessor a list  indicating  the specific  type of  additional  equipment to be
installed.  Such list shall  include the number,  type and model of each item of
equipment  to be  installed,  as  well  as the  manufacturer's  electric  rating
associated  with same.  If, in  Sublessor's  sole judgment the operation of such
equipment  will impair the proper and  efficient  operation  of the  electrical,
plumbing,  heating,  ventilation or air  conditioning  systems for the Subleased
Premises or the Building,  as a condition to the installation of such equipment,
Subtenant shall reimburse  Sublessor for Sublessor's cost incurred,  as a result
of such equipment installation and operation,  in connection with the proper and
efficient function of such systems.

          13. USE.  Subtenant  shall use and occupy the Subleased  Premises only
for  customary  office uses.  Furthermore,  Subtenant  shall comply with all use
restrictions  contained in the Main Lease.  Subtenant shall also comply with the
certificate of occupancy  relating to the Subleased  Premises and with all laws,
statutes, ordinances, orders, rules, regulations and requirement of all federal,
state  and  municipal  governments  and  the  appropriate  agencies,   officers,
departments,  boards and commissions thereof, and the board of fire underwriters
and/or the fire insurance rating organization or similar organization performing
the same or similar functions,  whether now or hereafter in force, applicable to
the  Subleased  Premises  and/or  Subtenant's  use  of the  Subleased  Premises.
Subtenant shall operate its business in the Subleased  Premises only in a manner
consistent with the first class character of the Building.

          14.  EQUIPMENT.  Subject to the  provisions of the Main Lease and this
Sublease,  Subtenant  shall  have the  right,  at its own cost and  expense,  to
install and maintain such customary office equipment as Subtenant may reasonably
require for Subtenant's use of the Subleased Premises.

          Subtenant  shall not  place  any load upon the floor of the  Subleased
Premises  in excess of the load per  square  foot it was  designed  to carry and
which is permitted by the Main Lease or applicable law.

          15.  CONDITION  OF  SUBLEASED  PREMISES.   Subtenant  is  leasing  the
Subleased Premises in its"AS-IS"  condition on the date hereof,  reasonable wear
and tear  excepted,  other than Sublessor  delivering the Subleased  Premises in
vacant, broom clean condition. In making and executing this Sublease,  Subtenant
has  relied  solely on such  investigations,  examinations  and  inspections  as
Subtenant has chosen to make or has made. Subtenant  acknowledges that Sublessor
has afforded  Subtenant the  opportunity  for full and complete  investigations,
examinations,  and inspections.  Notwithstanding the foregoing,  Sublessor shall
have the right, but not the obligation, prior to the Commencement Date to remove
from the Subleased Premises any or all of its personal property and equipment.

          16. CONSENTS AND APPROVALS.  In any instance when Sublessor's  consent
or approval is required under this Sublease,  Sublessor's  refusal to consent to
or approve any matter or thing shall be deemed  reasonable if, inter alia,  such
consent or approval has not been obtained from Overlandlord;  provided, however,
Sublessor  covenants to use  reasonable  efforts (at  Subtenant's  sole cost and
expense) to obtain the consent or  approval of  Overlandlord.  In the event that
Subtenant shall seek the approval by or consent of Sublessor and Sublessor shall


                                      -7-

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fail or refuse to give such consent or approval, Subtenant shall not be entitled
to any  damages  for any  withholding  or delay of such  approval  or consent by
Sublessor, it being intended that Subtenant's sole remedy shall be an action for
injunction or specific  performance  and said remedy of an action for injunction
or specific  performance  shall be available only in those cases,  if any, where
Sublessor shall have expressly agreed in writing not to unreasonably withhold or
delay its consent.

          17.  SUBLESSOR'S  LIABILITY.  Sublessor (and its employees,  officers,
directors, subsidiaries, affiliates and agents) shall have no personal liability
with respect to this  Sublease,  and if Sublessor is in breach or default  under
this  Sublease,  Subtenant  shall look solely to the equity of  Sublessor in the
Subleased Premises for the satisfaction of Subtenant's  remedies and in no event
shall  Subtenant  attempt to secure or execute  any  personal  judgment  against
Sublessor (or its employees,  officers, directors,  subsidiaries,  affiliates or
agents) by reason of such default by Sublessor.

          18. NOTICES. All notices,  consents,  approvals,  demands and requests
("Notices") hereunder shall be in writing and shall be (i) personally delivered,
(ii) sent by reputable  overnight  courier  delivery  service,  or (iii) sent by
United States registered or certified mail and deposited in a United States post
office,  return receipt requested and postage prepaid.  Notices which are served
in the  manner  provided  herein  shall be deemed to have been  given on the day
personally  delivered,  the next business day after sending by overnight courier
or on the third (3rd) business day after mailing.  After the Commencement  Date,
all Notices given to Subtenant  shall be addressed to Subtenant at the Subleased
Premises to the attention of its  President,  with a copy to its Executive  Vice
President-Business  and Legal Affairs.  All Notices given to Sublessor  shall be
addressed to it at the address set forth at the  beginning  of this  Sublease to
the attention of Michael L. Gembecki,  Vice President,  with a copy to Phillips,
Lytle, Hitchcock, Blaine & Huber LLP, 437 Madison Avenue, New York, NY 10022, to
the attention of Milan K. Tyler,  Esq. Either party may from time to time change
the names and/or addresses to which Notices shall be addressed by a notice given
in accordance with the provisions hereof. Attorneys for the parties hereto shall
be authorized to give Notices on behalf of their respective clients.

          19.  EVENTS OF DEFAULT.  (a) The  occurrence  of any of the  following
shall constitute a material default and breach of this Sublease by Subtenant:

          (i)       any failure by Subtenant  to pay the Fixed Rent  required to
                    be paid hereunder within five (5) days of the date when due;

          (ii)      any failure by Subtenant to pay  Additional  Rent where such
                    failure  continues  for five (5) days after  written  notice
                    thereof by Sublessor to Subtenant;

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<PAGE>



          (iii)     any  failure by  Subtenant  to observe and perform any other
                    provision  of this  Sublease to be observed or  performed by
                    Subtenant,  where such failure  continues  for ten (10) days
                    after written notice thereof by Sublessor to Subtenant;

          (iv)      if  Subtenant  shall  assign,  mortgage,  or  encumber  this
                    Sublease,  or if this  Sublease or the  leasehold  estate of
                    Subtenant  hereunder  shall  be  transferred  or  pass to or
                    devolve  upon any  person,  firm or  corporation  other than
                    Subtenant  named  herein,   except  as  expressly  permitted
                    hereunder; or

          (v)       the making by  Subtenant of any general  assignment  for the
                    benefit of creditors,  the filing by or against Subtenant of
                    a petition  to have  Subtenant  adjudged a bankrupt  or of a
                    petition for  reorganization  or  arrangement  under any law
                    relating  to  bankruptcy,  the  appointment  of a trustee or
                    receiver to take possession of all or  substantially  all of
                    Subtenant's  assets located at the Subleased  Premises or of
                    Subtenant's  interest in this  Sublease,  or the  attachment
                    execution or other judicial  seizure of all or substantially
                    all of Subtenant's  assets located at the Subleased Premises
                    or of Subtenant's interest in this Sublease.

          (b) In the event of any such default by Subtenant, then in addition to
other remedies available to Sublessor at law or in equity, then immediately upon
the giving of notice to such effect by  Sublessor  (or  immediately  without the
giving of notice with regard to  subparagraph  (v) above),  at Sublessor's  sole
option,  the term of this Sublease  shall end as if the date of such notice were
the  Sublease  Term  termination  date set forth  herein.  In such  event,  then
Sublessor may recover from Subtenant:

          (i)       the amount of any Fixed Rent and  Additional  Rent due under
                    this  Sublease  which  had been  earned  at the time of such
                    termination; plus

          (ii)      the worth of all unpaid rent for the balance of the Sublease
                    Term at the time of award; plus

          (iii)     legal  expenses,  attorney's  fees,  court  costs,  costs of
                    reletting and brokerage fees.

          (c) In the event of any such default by Subtenant, then in addition to
other remedies available to Sublessor at law or in equity,  Sublessor shall also
have the right,  with or  without  terminating  this  Sublease,  to reenter  the
Subleased  Premises  and remove all  persons  and  property  from the  Subleased
Premises;  such  property  may be removed  and stored in a public  warehouse  or
elsewhere at the cost of and for the account of Subtenant.

                                      -9-

<PAGE>


          (d) In the event of any such default by Subtenant, and the termination
of this Sublease by Sublessor as aforesaid,  then in addition to other  remedies
available to Sublessor at law or in equity, Sublessor shall also have the right,
but not  the  obligation,  to  relet  the  Subleased  Premises  upon  terms  and
conditions  acceptable to Sublessor in its sole and absolute discretion.  In the
event that Sublessor shall elect to relet the Subleased  Premises,  then rentals
received  by  Sublessor  from such  reletting  shall be applied:  first,  to the
payment of any indebtedness other than rent and other charges due hereunder from
Subtenant to Sublessor;  second,  to the payment of any cost of such  reletting;
third,  to the  payment  of the  cost  of any  alterations  and  repairs  to the
Subleased Premises; fourth, to the payment of rent due and unpaid hereunder; and
the residue,  if any shall be held by Sublessor and applied in payment of future
rent as the same may be come due and  payable  hereunder.  Should  the amount of
rental  received  from such  reletting  during any month which is applied to the
payment of rent  hereunder be less than that agreed to be paid during that month
by Subtenant  hereunder,  then Subtenant  shall pay such deficiency to Sublessor
immediately  upon  demand  therefor  by  Sublessor.  Such  deficiency  shall  be
calculated and paid monthly.  Subtenant shall also pay to Sublessor,  as soon as
ascertained,  any costs and expenses incurred by Sublessor, in such reletting or
in making any alterations and repairs made to the Subleased Premises not covered
by the rentals received from such reletting.

          (e) No reentry  or taking  possession  of the  Subleased  Premises  by
Sublessor  shall be construed as an election to terminate this Sublease unless a
written notice of such intention is given to Subtenant or unless the termination
thereof is decreed by a court of competent jurisdiction.

          20.  TERMINATION OF MAIN LEASE. If for any reason the term of the Main
Lease  shall  terminate  prior to the  expiration  date of this  Sublease,  this
Sublease  shall  thereupon be terminated  and  Sublessor  shall not be liable to
Subtenant by reason  thereof  unless both:  (a) Subtenant is not then in default
hereunder,  and (b) said  termination  shall have been  effected  because of the
default of Sublessor under the Main Lease.

          21.  ASSIGNMENT AND SUBLETTING.  (a) Subtenant shall not, by operation
of law or otherwise,  assign, sell,  mortgage,  pledge or in any manner transfer
this Sublease or any interest therein,  or sublet the Subleased  Premises or any
part or parts thereof,  or grant any  concession or license or otherwise  permit
occupancy of all or any part of the  Subleased  Premises by any person,  without
the prior written  consent of Sublessor in each  instance,  which consent may be
withheld  in  Sublessor's   sole  discretion.   However,   Sublessor  shall  not
unreasonably  withhold  its  consent  to an  assignment  of this  Sublease  or a
sublease of all or any portion of the Subleased Premises provided that:

          (i)       Subtenant  shall have furnished  Sublessor with the name and
                    address   of  the   proposed   assignee/subtenant   and  its
                    principals and proof  reasonably  satisfactory  to Sublessor
                    evidencing that the proposed assignee/subtenant: (A) is of a
                    sound financial condition; (B) is of good character; and (C)
                    if a partnership,  corporation  or other entity,  is validly
                    formed,  is qualified  to transact  business in the State of
                    New York and has duly authorized the signatories to sign all
                    documents on its behalf so as to bind the assignee;

                                      -10-

<PAGE>


          (ii)      The  proposed  assignee/subtenant  shall  use  the  Sublease
                    Premises only for the purposes specified in Paragraph 13;

          (iii)     Subtenant shall not then be in default in the performance of
                    any obligations on its part to be performed hereunder;

          (iv)      Subtenant   shall  have  obtained   Overlandlord's   consent
                    thereto, if required; and

          (v)       Simultaneously   with  the  granting  by  Sublessor  of  its
                    consent,  (A) the  assignor  shall  deliver to  Sublessor an
                    executed  duplicate  original of the assignment or sublease;
                    (B) the assignee  shall execute and deliver to the Sublessor
                    an  assumption  or  attornment   agreement   whereunder  the
                    assignee  agrees  to  assume,  perform  and be  bound by all
                    covenants,  agreements  and  conditions  on the  part of the
                    Subtenant to be observed and performed  under this Sublease;
                    (C)  at  the  request  of   Sublessor,   Subtenant  and  the
                    assignee/subtenant shall enter into a consent or three party
                    agreement  with  respect to such  assignment  or sublease in
                    form and substance reasonably satisfactory to Sublessor; and
                    (D) Subtenant  shall pay to Sublessor fifty (50%) percent of
                    (i) either the  consideration  received or to be received by
                    Subtenant  for such  assignment,  or (ii) the  excess of the
                    amount of rent  payable by such  sub-subtenant  to Subtenant
                    over the  amount  of rent  payable  by  Subtenant  hereunder
                    allocable to such sub-sublet space, as applicable.

          Any  request  by  Subtenant  for  Sublessor's  consent  to  either  an
assignment  of  this  Sublease,  or a  sublease  of all or  any  portion  of the
Subleased  Premises for a term expiring  within one (1) year of the  Termination
Date, shall be deemed to be an offer from Subtenant to surrender  possession and
occupancy of the affected portion of the Subleased  Premises.  If Sublessor,  in
its sole  discretion,  accepts  such  offer,  then the  affected  portion of the
Subleased  Premises  shall be  removed  from  the  scope  of this  Sublease  and
Subtenant's rights and obligations hereunder shall be decreased accordingly.  In
such event,  Subtenant shall surrender to Sublessor  possession and occupancy of
the  affected  portion  of the  Subleased  Premises  on the date  the  requested
assignment or subletting would have commenced, and thereafter Sublessor shall be
free to deal with such portion of the Subleased  Premises as Sublessor sees fit,
subject  only to the  applicable  provisions  of the Main Lease.  In such event,
Sublessor and Subtenant agree to execute an agreement modifying this Sublease to
confirm the foregoing.


                                      -11-

<PAGE>



          (b) If  conditions  (ii),  (iii),  (iv)  and  (v)(A),  (B)  and (C) of
subsection  (a)  above  have been  satisfied  and the  assignee  has a net worth
greater than or equal to the net worth of the Subtenant on the date hereof or on
the date of such  assignment,  whichever  is  greater,  then  Sublessor's  prior
written  consent  shall not be required for an  assignment of this Sublease to a
parent or  subsidiary  corporation  or in  connection  with a  corporate  merger
transaction.

          (c) Other than as to  transactions  on a public  stock  exchange,  the
assignment, sale, mortgaging, pledging or other manner of transfer, by operation
of law or otherwise,  during the term of this  Sublease of more than  forty-nine
percent (49%) in the aggregate of the legal or beneficial ownership of Subtenant
or the issuance of additional shares or other ownership  interests to the extent
of more  than 49% in the  aggregate  of the  legal or  beneficial  ownership  of
Subtenant hereunder,  or any combination thereof, shall constitute an assignment
of this  Sublease  and,  unless in each  instance the prior  written  consent of
Sublessor has been obtained,  shall constitute a default under this Sublease and
shall entitle  Sublessor to exercise all rights and remedies provided for herein
in the case of default.

          (d) If this Sublease is assigned,  whether nor not in violation of the
provisions of this Sublease,  Sublessor may collect rent from such assignee.  If
the  Subleased  Premises  or any part  thereof are  licensed,  sublet or used or
occupied by any person other than Subtenant, whether or not in violation of this
Sublease,  Sublessor may collect rent from the subtenant or occupant.  In either
event,  Sublessor  may  apply the net  amount  collected  to the Fixed  Rent and
Additional Rent herein reserved, but no such assignment,  subletting,  occupancy
or  collection  shall  be  deemed  a  waiver  of any of the  provisions  of this
Sublease, or the acceptance of the assignee,  subtenant, licensee or occupant as
tenant,  or as a release of  Subtenant  from the  performance  by  Subtenant  of
Subtenant's  obligations  under  this  Sublease.  The  consent by  Sublessor  to
assignment,  mortgaging,  subletting,  licensing  or use or  occupancy by others
shall not in any way be considered to relieve Subtenant from obtaining the prior
written consent of Sublessor to any other or further  assignment,  mortgaging or
subletting  or use or  occupancy  by  others  not  expressly  permitted  by this
Paragraph.

          (e)  Subtenant   covenants  that,   notwithstanding   any  assignment,
subletting  or transfer,  whether or not in violation of the  provisions of this
Sublease,  and  notwithstanding  the acceptance of Fixed Rent and/or  Additional
Rent by Sublessor  from an assignee,  subtenant,  transferee,  licensee,  or any
other party,  Subtenant shall remain fully and personally liable for the payment
of the fixed rent and additional rents and for each of the other  obligations of
this Sublease on the part of Subtenant to be performed or observed.

          (f) The joint and  severally  liability of Subtenant and any immediate
or remote  successor in interest of  Subtenant  and the due  performance  of the
obligations  of this  Sublease on  Subtenant's  part to be performed or observed
shall not be discharged, released or impaired in any respect by any agreement or
stipulation  made by Sublessor  extending  the time of, or modifying  any of the
obligations  of this  Sublease,  or by any  waiver or failure  of  Sublessor  to
enforce any of the obligations of this Sublease.


                                      -12-

<PAGE>


          22.  INSURANCE.  Subtenant shall maintain  throughout the term of this
Sublease  comprehensive  general  public  liability  insurance in respect of the
Subleased  Premises  and the conduct and  operation  of business  therein,  with
Sublessor,  Overlandlord  and any other party  required  under the Main Lease as
additional  insureds,  with limits of not less than  $3,000,000  combined single
limit for  bodily  injury  or death or  property  damage in any one  occurrence,
including  water  damage and, if  applicable,  sprinkler  or leakage  liability.
Subtenant  shall also  maintain at all times  during the  Sublease  Term an "all
risk" property insurance policy covering Subtenant's  property  improvements and
betterments  for the full  replacement  value  of the  same,  less a  reasonable
deductible of up to $50,000. Subtenant shall deliver to Sublessor fully paid-for
policies or binders or insurance certificates  evidencing such coverage prior to
the  Commencement  Date.  Subtenant  shall  procure  and  pay  for  renewals  or
replacements of such insurance from time to time before the expiration  thereof,
and Subtenant  shall deliver to Sublessor such renewal or replacement  policy or
binder or  certificates  at least thirty (30) days before the  expiration of any
existing  policy.  All such policies  shall be issued by companies  rated "A" or
better by Best Insurance Reports and licensed to do business in the State of New
York, and all such policies shall contain a provision whereby the same cannot be
cancelled or modified  unless  Sublessor  and  Overlandlord  are given at least,
thirty (30) days' prior written  notice by certified or registered  mail of such
cancellation or modification.

          23. ESTOPPEL CERTIFICATES. Subtenant shall, within ten (10) days after
each and every  request by Sublessor  (up to twice per year unless  requested by
Overlandlord),  execute,  acknowledge  and deliver to  Sublessor a statement  in
writing:  (a) certifying  that this Sublease is unmodified and in full force and
effect (or if there have been modifications,  that the same is in full force and
effect as modified, and stating the modifications),  (b) specifying the dates to
which the Fixed Rent and Additional  Rent have been paid, (c) stating whether or
not Sublessor is in default in  performance  or  observance  of its  obligations
under this  Sublease,  and if so,  specifying  each such  default,  (d)  stating
whether or not any event has occurred which with the giving of notice or passage
of time, or both,  would  constitute a default by Sublessor under this Sublease,
and if so,  specifying  each  such  event,  and  (e)  as to  any  other  matters
reasonably requested by Sublessor. Any such statement delivered pursuant to this
Paragraph  may be relied upon by any  prospective  assignee or transferee of the
leasehold estate under the Main Lease.

          24. ALTERATIONS.  Subtenant shall not make any alterations,  additions
or improvements  in or to the Subleased  Premises which are structural in nature
or which would affect the plumbing,  electrical lines or systems or HVAC systems
of the Building in any substantial  respect without the prior written consent of
Overlandlord  and  Sublessor.   Subtenant  may  make  cosmetic,   non-structural
alterations,  additions or improvements in or to the Subleased Premises which do
not affect the plumbing,  or electrical  lines or systems or HVAC systems of the
Building without  Sublessor's  prior written consent,  but subject to reasonably
prior  notice  to  Sublessor  and  Overlandlord,  as to  any  such  alterations,
additions or improvements  costing Seven Thousand Five Hundred  ($7,500) Dollars
or more. All other alterations, additions or improvements in or to the Subleased
Premises shall require  Sublessor's  prior written  consent,  which shall not be
unreasonably withheld, subject to the approval of Overlandlord if required under
the Main Lease.

                                      -13-

<PAGE>

          Subtenant covenants that it will cause all such alterations, additions
and  improvements to be performed at Subtenant's  sole cost and expense and in a
manner which: (a) is consistent with the approved plans and  specifications  and
any conditions imposed by Sublessor or Overlandlord in connection  therewith (if
applicable);  (b) is in conformity with high quality commercial  standards;  (c)
includes   reasonably   acceptable   insurance   coverage  for  Sublessor's  and
Overlandlord's  benefit;  (d) does not adversely affect the structural integrity
or  building  systems of the  Building;  (e) does not  disrupt  the  business or
operations  of any  tenants  in the  Building;  and (f) does not  invalidate  or
otherwise  affect the  construction  and systems  warranties then in effect with
respect to the Building.  Subtenant or Subtenant's  contractor shall: (i) secure
all  governmental  permits  and  approvals,  as well as  comply  with all  other
applicable governmental requirements and restrictions;  (ii) reimburse Sublessor
for all reasonable expenses incurred in connection  therewith;  and (iii) comply
with any reasonable requirements of Sublessor's  construction consultant imposed
in connection  therewith,  if any.  Subtenant shall  indemnify,  defend and hold
harmless  Sublessor from and against all losses,  liabilities,  damages,  liens,
costs,  penalties and expenses (including attorney's fees, but without waiver of
the  duty to hold  harmless)  arising  from  or out of the  performance  of such
alterations,  additions  and  improvements,  including,  but not limited to, all
which arise from or out of Subtenant's breach of its obligations under the terms
of this  Paragraph.  Subject to Article 3 and the other  provisions  of the Main
Lease, all alterations,  additions and  improvements,  except  Subtenant's trade
fixtures,  moveable  office  furniture and equipment,  shall upon  expiration or
termination  of this  Sublease  immediately  become the  property  of  Sublessor
without any obligation on its part to pay therefor.

          25. RIGHT TO CURE SUBTENANT'S DEFAULTS. If Subtenant shall at any time
fail to make any payment or perform any other obligation of Subtenant hereunder,
then Sublessor  shall have the right,  but not the  obligation,  after three (3)
days'  notice to  Subtenant,  or without  notice to Subtenant in the case of any
emergency,  and without  waiving or releasing  Subtenant from any obligations of
Subtenant  hereunder,  to make such payment or perform such other  obligation of
Subtenant in such manner and to such extent as Sublessor  shall deem  necessary,
and in  exercising  any such right,  to pay any  incidental  costs and expenses,
employ  consultants,  and incur and pay attorneys' fees.  Subtenant shall pay to
Sublessor upon demand all sums so paid by Sublessor and all incidental costs and
expenses of Sublessor in connection therewith, together with interest thereon at
the rate of two percent (2%) per calendar month or any part thereof (or the then
maximum  rate of  interest  which may  lawfully  be  collected  from  Subtenant,
whichever shall be less), from the date of the making of such expenditures.

          26.  BROKERAGE.  Subtenant  represents to Sublessor  that no broker or
other person had any part,  or was  instrumental  in any way, in bringing  about
this Sublease, other than Cushman & Wakefield, Inc. and Newmark and Company Real
Estate, Inc. and Subtenant shall pay, and shall indemnify,  defend (by attorneys
selected by  Sublessor),  and hold  harmless,  Sublessor  from and against,  any
claims  made by any other  broker or other  person for a  brokerage  commission,
finder's fee, or similar  compensation,  by reason of or in connection with this
Sublease, and any loss, liability, damage, cost and expense (including,  without
limitation,  attorney's  fees) in connection  with any such claims if such other
broker or other person  claims to have had dealings  with  Subtenant.  Sublessor
agrees to pay, or cause to be paid, any  commissions  due to the  aforementioned
brokers.

                                      -14-


<PAGE>


          27.  WAIVER OF JURY  TRIAL AND RIGHT TO  COUNTERCLAIM.  SUBLESSOR  AND
SUBTENANT  HEREBY  WAIVE  ALL  RIGHT TO TRIAL  BY JURY IN ANY  SUMMARY  OR OTHER
ACTION,  PROCEEDING OR COUNTERCLAIM  ARISING OUT OF OR 1N ANY WAY CONNECTED WITH
THIS  SUBLEASE,  THE  RELATIONSHIP  OF SUBLESSOR  AND  SUBTENANT,  THE SUBLEASED
PREMISES AND THE USE AND OCCUPANCY THEREOF,  AND ANY CLAIM OF INJURY OR DAMAGES.
SUBTENANT ALSO HEREBY WAIVES ALL RIGHT TO ASSERT OR INTERPOSE A COUNTERCLAIM  IN
ANY  SUMMARY  PROCEEDING  OR OTHER  ACTION OR  PROCEEDING  TO  RECOVER OR OBTAIN
POSSESSION OF THE SUBLEASED PREMISES.

          28.  SUBTENANT'S  SIGNS.  Subtenant shall not install in the Subleased
Premises or on or in any portion of the Building any exterior or interior signs,
awnings,   projections,   advertisements,   notices,   nameplates  or  lettering
(including  any changes  thereto)  unless  Subtenant  obtains the prior  written
consent of Sublessor  (not to be  unreasonably  withheld) and  Overlandlord  (if
applicable) and complies with all applicable law. Notwithstanding the foregoing,
Subtenant shall be entitled to ten (10) directory listings,  to be installed (or
changed from time to time) at Subtenant's expense.

          29. NO WAIVER.  The failure of  Sublessor to insist in any one or more
case upon the strict  performance  or observance of any  obligation of Subtenant
hereunder  or to  exercise  any right or option  contained  herein  shall not be
construed as a waiver or relinquishment for the future of any such obligation of
Subtenant  or  any  right  or  option  of  Sublessor.  Sublessor's  receipt  and
acceptance of Fixed Rent or Additional  Charges,  or  Sublessor's  acceptance of
performance of any other obligation by Subtenant,  with knowledge of Subtenant's
breach of any provision of this  Sublease,  shall not be deemed a waiver of such
breach.  No waiver by  Sublessor  of any term,  covenant  or  condition  of this
Sublease  shall be deemed to have been made  unless  expressed  in  writing  and
signed by Sublessor.

          30.  COMPLETE  AGREEMENT.  There are no  representations,  agreements,
arrangements or understandings, oral or written, between the parties relating to
the  subject  matter of this  Sublease  which are not  fully  expressed  in this
Sublease.  This Sublease cannot be changed or terminated orally or in any manner
other than by a written agreement executed by both parties hereto.

          31. SUCCESSORS AND ASSIGNS. The provisions of this Sublease, except as
herein otherwise specifically  provided,  shall extend to, bind and inure to the
benefit of the parties  hereto and their  respective  personal  representatives,
heirs,  successors  and  permitted  assigns.  In the event of any  assignment or
transfer  of the  leasehold  estate  under the Main  Lease,  the  transferor  is
entirely relieved and freed of all obligations under this Sublease.

                                      -15-

<PAGE>

          32.  INTERPRETATION.   Irrespective  of  the  place  of  execution  or
performance, this Sublease shall be governed by and construed in accordance with
the laws of the State of New York.  If any  provision  of this  Sublease  or the
application  thereof to any person or circumstance  shall, for any reason and to
any extent, be invalid or unenforceable,  the remainder of this Sublease and the
application  of that  provision to other persons or  circumstances  shall not be
affected  but rather  shall be  enforced  to the extent  permitted  by law.  The
captions,  headings and titles in this  Sublease are solely for  convenience  of
reference  and shall not  affect  its  interpretation.  This  Sublease  shall be
construed without regard to any presumption or other rule requiring construction
against the party causing this  Sublease to be drafted.  If any words or phrases
in this Sublease shall have been stricken out or otherwise  eliminated,  whether
or not any other  words or  phrases  have been  added,  this  Sublease  shall be
construed  as if the words or phrases so stricken  out or  otherwise  eliminated
were never included in this Sublease and no  implication  or inference  shall be
drawn from the fact that said words or phrases were so stricken out or otherwise
eliminated.  Each  covenant,  agreement,  obligation or other  provision of this
Sublease shall be deemed and construed as a separate and independent covenant of
the party bound by,  undertaking  or making  same,  not  dependent  on any other
provision of this Sublease unless otherwise  expressly  provided.  All terms and
words used in this  Sublease,  regardless  of the number of gender in which they
are used,  shall be deemed to include any other  number and any other  gender as
the context may require. The word " ep rson" as used in this Sublease shall mean
a natural person or persons,  a partnership,  a corporation or any other form of
business or legal association or entity.

          33. SECURITY DEPOSIT.  (a)  Simultaneously  with the execution of this
Sublease,  Subtenant shall deposit the sum of Five Million Seventy Five Thousand
($5,075,000)  Dollars with Sublessor  ("Cash  Deposit") as security for the full
and faithful performance and observance by Subtenant of Subtenant's covenants or
obligations under this Sublease (the "Security  Deposit").  Sublessor may invest
the Cash Deposit in a one-year  certificate of deposit (the "CD") with HSBC Bank
USA and  provided  Subtenant  is not in  default  under this  Sublease  and upon
Subtenant's  request,  Sublessor  shall pay to  Subtenant,  not more than once a
year,  the  interest  earned on the CD. So long as  Subtenant  is not in default
under any of its  obligations  under this Sublease,  the required amount of Cash
Deposit shall decrease by $211,458 per month,  commencing on August 1, 2004 (but
the required amount of the Cash Deposit shall never be less than $500,000).

          (b) At any time in lieu of the Cash  Deposit,  Subtenant  may  deliver
(and receive any Cash Deposit held by Sublessor in return) a clean, irrevocable,
evergreen,  transferrable  and  unconditional  letter of credit (the  "Letter of
Credit"),  in form and content reasonably  satisfactory to Sublessor,  issued by
and drawable upon any major money center bank which is a New York Clearing House
Member and maintains  throughout the period of the Letter of Credit a Standard &
Poor's rating of at least A (the "Issuing  Bank"),  which Letter of Credit shall
have a term of not less than one year,  be for the account of  Sublessor,  be in
the amount of the applicable Cash Deposit,  provide for multiple  partial draws,
and be fully  transferable  by  Sublessor  without  the  payment  of any fees or
charges.   The  Letter  of  Credit  shall   provide  that  it  shall  be  deemed
automatically  renewed,  without amendment,  for consecutive periods of one year
each thereafter during the term of this Sublease,  unless the Issuing Bank sends
notice (the "NonRenewal  Notice") to Sublessor by certified mail, return receipt
requested,  not less than thirty (30) days next  preceding  the then  expiration
date of the Letter of Credit  that it elects  not to have such  Letter of Credit
renewed.  If the Issuing Bank sends a Non-Renewal  Notice,  then at least twenty
(20) days prior to the  expiration of the Letter of Credit (and each  subsequent

                                      -16-

<PAGE>


Letter of Credit),  Subtenant shall deliver to Sublessor  either (i) cash in the
amount of the required Cash Deposit or (ii) a renewal or new Letter of Credit in
the same amount as the required  Cash  Deposit.  If  Subtenant  fails to deliver
either the cash or renewal or new Letter of Credit as  specified  above prior to
the expiration of such twenty (20) day period,  time being of the essence,  then
Sublessor  shall  have the  immediate  and  continuing  right  to draw  upon the
existing Letter of Credit and to receive the monies  represented by the existing
Letter of Credit and to hold such proceeds pursuant to the terms of this Article
as a Cash Deposit.

          (c) The Letter of Credit shall provide, inter alia, that:

                  The Issuing Bank shall pay to the Sublessor or its designee up
         to the  amount of Letter of Credit  upon  presentation  of only (a) the
         Letter of  Credit  and (b) a  certificate  purportedly  executed  by an
         officer of the  Sublessor  stating that  "Subtenant is in default under
         the  Sublease,   between  Sublessor  and  Subtenant,   $[Amount  to  be
         designated] is due under such Sublease and you are hereby instructed to
         pay such amount to HSBC Bank USA under the Letter of Credit No. , dated
         , 20 , issued by to  Sublessor"  or  stating  that  "Subtenant  has not
         delivered a renewal or new Letter of Credit to Sublessor in  accordance
         with the  requirements of Article _ of the Sublease  between  Sublessor
         and Subtenant  and you are hereby  directed to pay the entire amount of
         the Letter of Credit No. , dated , 20 , to HSBC Bank USA."

          (d)  If  Subtenant  defaults  in  the  full  and  prompt  payment  and
performance of any of Subtenant's  covenants or obligations under this Sublease,
including,  but not limited to, the payment of rent, Sublessor may use, apply or
retain the whole or any part of the Security  Deposit and the  interest  accrued
thereon, if any, to the extent required for the payment of any rent or any other
sums as to which  Subtenant  is in  default or for any sum which  Sublessor  may
expend or may be required to expend by reason of Subtenant's  default in respect
of any of the terms, covenants and conditions of this Sublease,  including,  but
not limited to, any damages or deficiency in the reletting of all or any portion
of the Subleased  Premises,  whether such damages or deficiency accrue before or
after summary proceedings or other re-entry by Sublessor.  If Sublessor shall so
use,  apply or retain  the  whole or any part of the  Security  Deposit  and the
interest accrued thereon,  Subtenant shall upon demand immediately  deposit with
Sublessor a sum equal to the amount so used, applied or retained.

          (e) If  Subtenant  shall  fully  and  faithfully  comply  with  all of
Subtenant's covenants and obligations under this Sublease,  the Security Deposit
or any balance  thereof,  shall be returned or paid over to Subtenant  after the
date on which this  Sublease  shall expire or terminate,  and after  delivery to
Sublessor of entire possession of the Subleased  Premises as provided herein. In
the event of any sale of Sublessor's  interest in the Building,  Sublessor shall
have the right to assign its interest in the Security  Deposit to the transferee
or assignee and if Sublessor has given notice to Subtenant of the  assignment of
Sublessor's  interest in the  Security  Deposit,  Sublessor  shall  thereupon be
released by Subtenant from all liability for the return or payment thereof;  and
Subtenant  shall look solely to the new  Sublessor  for the return or payment of
the same; and the provisions  hereof shall apply to every transfer or assignment
made of the same to a new Sublessor.  Subtenant  shall not assign or encumber or
attempt to assign or encumber the Security Deposit and neither Sublessor nor its
successors  or  assigns  shall be bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

                                      -17-

<PAGE>


          34.  VACATING THE SUBLEASED  PREMISES.  Upon the  expiration or sooner
termination of the Sublease Term, Subtenant shall vacate the Subleased Premises,
broom-clean and free of all subtenancies or other occupants and in the condition
required by the Main Lease.

          35. HAZARDOUS MATERIALS. Subtenant covenants and agrees not to suffer,
permit, introduce or maintain in, on or about any part of the Subleased Premises
any asbestos,  polychlorinated byphenals,  petroleum products or other hazardous
or toxic materials wastes or substances.

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

SUBLESSOR:   HSBC BANK USA

             By: /s/Michael Gembecki
                ---------------
                Michael Gembecki
                Vice President

SUBTENANT: MARVEL ENTERPRISES, INC.

           By: /s/ Allen S.Lipson
              -----------------
                Allen S. Lipson
                Executive Vice President



                                      -18-

<PAGE>

                                 FIRST AMENDMENT

                                       TO

                                    SUBLEASE

          This First  Amendment  to  Sublease  (this  "Agreement"),  dated as of
December  1, 2000,  is between  HSBC BANK USA,  a New York  banking  corporation
having  an  office  at 140  Broadway,  New York,  New York  10005,  as  landlord
("Landlord"),  and MARVEL  ENTERPRISES,  INC., a Delaware  corporation having an
office a 387 Park Avenue South, New York, NY 10016, as tenant ("Tenant").

                                   RECITALS:

          WHEREAS,  Landlord and Tenant entered into a Sublease dated as of June
9, 2000  ("Sublease"),  whereby Tenant  subleases from Landlord certain premises
located in the  building  known as 8-10 East 40' Street,  New York,  NY, as such
premises  are  more  particularly   described  in  the  Sublease  (the  "Demised
Premises");

          WHEREAS,  Tenant has requested that Landlord consent to a surrender of
a portion of the  Demised  Premises  and  Landlord  is  willing  to accept  such
surrender, subject to the terms and conditions of this Agreement;

          WHEREAS,  Landlord  and  Tenant  desire  to amend  certain  terms  and
provisions of the Sublease in connection with such surrender of a portion of the
Demised Premises;

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

          1.  DEFINITIONS.  All capitalized  terms not defined herein shall have
the meanings ascribed to them in the Sublease.

          2. SURRENDER. Tenant hereby surrenders to Landlord and Landlord hereby
accepts the surrender by Tenant of that portion of the Demised  Premises located
on the 12'  floor of the  Building  ("Surrendered  Premises").  Pursuant  to the
Sublease,  Landlord had not previously  delivered  possession of the Surrendered
Premises to Tenant and therefore  Landlord will accept the surrender  thereof in
its "as-is" condition.

          3. RELEASE.  Landlord and Tenant hereby release each other,  effective
as of the  date of this  Agreement,  from  any and  all  obligations  under  the
Sublease with respect to the  Surrendered  Premises,  except for any obligations
which expressly  survive the expiration of the term of or sooner  termination of
the Sublease.

          4.  AMENDMENTS.  Effective  as of the  date  of  this  Agreement,  the
Sublease is hereby amended as follows:

          (a)  Paragraph 1 of the Sublease is hereby  deleted and the  following
text is substituted in its place:

                                       -1-

<PAGE>


          "1.  DEMISE AND TERM.  Sublessor  leases to  Subtenant,  and Subtenant
          hires from  Sublessor,  certain  premises  identified  as Room 801, 9'
          Floor,  10' Floor and 11th Floor as  identified on Schedule A attached
          hereto and made a part hereof (collectively, the "Subleased Premises")
          located in the  building  ("Building")  known as 8-10 East 401 Street,
          New York, NY and being a portion of the premises  which were leased to
          Sublessor under the Main Lease (as hereinafter  defined).  The term of
          this  Sublease  (the  "Sublease  Term")  shall  be  the  period:   (a)
          commencing on the date Sublessor  tenders  possession of the Subleased
          Premises to Subtenant, which is anticipated to be on or about April 1,
          2001 (the "Commencement Date"), and (b) ending at midnight on July 31,
          2006 unless  sooner  terminated as herein  provided (the  "Termination
          Date").  If the Commencement  Date does not occur by April 1, 2001 for
          any reason not due to Tenant's acts or a force majeure,  then Landlord
          shall afford Tenant a credit toward the Fixed Rent due hereunder equal
          to $7,750 for each day that the  Commencement  Date is delayed  beyond
          April 1, 2001."

          (b) Schedule A of the  Sublease is amended by deleting all  references
to "Room 1206" and "Room 1208"  therefrom so that the "Subleased  Premises" will
hereafter exclude the Surrendered Premises.

          (c) The first two paragraphs of Paragraph 9 of the Sublease are hereby
deleted and the following text is substituted in its place:

          "RENT.  Subtenant  shall  pay to  Sublessor  rent (the  "Fixed  Rent")
through the end of the Sublease Term at the following rates:

          i.        from the Commencement Date through December 31, 2001, at the
                    annual rate of $2,828,980;

          ii.       from  January 1, 2002  through  December  31,  2002,  at the
                    annual rate of $2,828,980;

          iii.      from  January 1, 2003  through  December  31,  2003,  at the
                    annual rate of $2,893,275;

          iv.       from  January 1, 2004  through  December  31,  2004,  at the
                    annual rate of $2,893,275;

          v.        from  January 1, 2005  through  December  31,  2005,  at the
                    annual rate of $2,957,570; and

          vi.       from January 1, 2006 through the  Termination  Date,  at the
                    annual rate of $2,957,570.

The Fixed Rent shall be payable in equal monthly  installments in advance on the
first day of each month during the Sublease Term.

          "Provided  Subtenant is not in default  under any of the terms of this
Sublease,  Subtenant shall be entitled to a credit against the Fixed Rent in the
amount of $235,748 for each of the first three  months of the Sublease  Term and
$117,874 for the fourth month of the Sublease Term."

                                       -2-

<PAGE>

          (d)  Paragraph  11(a)(i)  of the  Sublease  is hereby  deleted and the
following text substituted in its place:

          "for the purpose of this Sublease, "Base Tax" shall mean the Taxes (as
          defined in the Main Lease) for the calendar  year 2000,  and "Tenant's
          Proportionate Share" shall be 15.551%;"

          (e)  Paragraph  11(b)(ii)  of the  Sublease is hereby  deleted and the
following text is substituted in its place:

          "the minimum monthly electricity charge, as set forth in Insert 43 and
          the last paragraph of Article 65 shall be $15,893;"

          (f)  Paragraph  11 (d) of the  Sublease  is  hereby  deleted  and  the
following text is substituted in its place:

          "Local Laws. Subtenant shall pay to Sublessor, as Additional Rent, the
          amounts payable by Sublessor under Article 37 of the Main Lease,  with
          the following  change:  the percentage  figure in the penultimate line
          thereof is changed to 15.551%."

          (g)  Paragraph  33(a)  of the  Sublease  is  hereby  deleted  and  the
following text is substituted in its place:

          "(a)  Simultaneously  with the execution of this  Sublease,  Subtenant
          shall  deposit the sum of at least Four Million  Three  Hundred  Sixty
          Five Thousand  ($4,365,000) Dollars with Sublessor ("Cash Deposit") as
          security  for the full and  faithful  performance  and  observance  by
          Subtenant of Subtenant's  covenants or obligations under this Sublease
          (the "Security  Deposit").  Sublessor may invest the Cash Deposit in a
          one-year  certificate  of  deposit  (the  "CD") with HSBC Bank USA and
          provided  Subtenant  is not in default  under this  Sublease  and upon
          Subtenant's request,  Sublessor shall pay to Subtenant,  not more than
          once a year,  the  interest  earned on the CD. So long as Subtenant is
          not in default under any of its obligations  under this Sublease,  the
          required  amount of Cash Deposit shall decrease by $181,850 per month,
          commencing  on August 1,  2004  (but the  required  amount of the Cash
          Deposit shall never be less than $500,000)."

          5. ADDITIONAL RENT CREDIT.  Provided Subtenant is not in default under
any of the  terms  of the  Sublease,  Subtenant  shall be  entitled  to a credit
against  Fixed  Rent in the  amount  of  $100,000  for the  fourth  month of the
Sublease Term.

          6. FURNITURE.  Landlord agrees to leave in the Demised  Premises,  and
hereby conveys to Subtenant without representation,  warranty or recourse of any
kind whatsoever,  any and all of Landlord's moveable furniture and partitions to
the extent  currently  located in the Demised Premises (other than the furniture
in the offices on the ninth floor  thereof,  which  Landlord may remove from the
Demised  Premises and retain  ownership of).  Landlord and Tenant agree that the
foregoing conveyance is made without additional consideration,  but Tenant shall
be  solely  responsible  for the  payment  of any sales or  conveyance  taxes in
connection therewith.

                                       -3-

<PAGE>


          7. NO OTHER  MODIFICATION.  Except  as  specifically  amended  by this
Agreement,  the Sublease remains in full force and effect,  without modification
or amendment in any respect, and is hereby ratified and reaffirmed. In the event
of a conflict between the terms of the Sublease and the terms of this Agreement,
the terms of this Agreement  shall control.  References in the Sublease to "this
Sublease" shall be deemed to mean the Sublease as amended by this Agreement.

          8.  BROKERS.  Landlord and Tenant  represent and warrant to each other
that no broker was involved in the transaction  contemplated  hereby, other than
the brokers  involved in the Sublease  (neither of whom shall be entitled to any
commission or other compensation with regard hereto).

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

                LANDLORD:  HSBC BANK USA

                           By: /s/ Michael L. Gembecki
                               -----------------------
                                   Michael L. Gembecki
                                   Vice President

                TENANT:   MARVEL ENTERPRISES,INC.

                          By:Allen S. Lipson
                             -----------------
                             Allen S. Lipson
                             Vice President