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                                                                   Exhibit 10.26

                                  SUB-SUBLEASE


            AGREEMENT OF SUB-SUBLEASE, made as of the 19th day of December,
2003, by and between INSTINET GLOBAL HOLDINGS, INC., a Delaware corporation,
having an office at Three Times Square, New York, New York 10036 ("Sublessor"),
and EYETECH PHARMACEUTICALS, INC., a Delaware corporation, having an office at
500 Seventh Avenue, New York, New York 10018 ("Sublessee").


                                    RECITALS

      A. Pursuant to an Agreement of Lease dated February 18, 1998, between 3
Times Square Associates, LLC (the "Prime Landlord"), as landlord, and Instinet
Corporation (now known as Reuters C Corp.) (the "Prime Tenant"), as tenant,
which Agreement of Lease, as supplemented by letter agreement dated February 18,
1998, was modified and amended by (i) First Amendment of Lease, dated as of June
30, 1998, (ii) Second Amendment of Lease, dated as of July 1, 1998, (iii) Third
Amendment of Lease, dated as of March 31, 2000, (iv) Fourth Amendment of Lease,
dated as of November 28, 2000, (v) Fifth Amendment to Lease, dated as of October
29, 2001, and (vi) Sixth Amendment of Lease, dated as of November 1, 2001 (said
Agreement of Lease, as so supplemented, modified and amended, the "Prime
Lease"), Prime Landlord leased to Prime Tenant premises (the "Demised Premises")
located in the building known as Three Times Square, New York, New York (the
"Building"), for a term ending November 18, 2021, as more particularly described
in the Prime Lease. A true and complete copy of the Prime Lease, except for
certain information redacted therefrom, is annexed hereto as Exhibit A.

      B. Pursuant to a Sublease dated as of April 24, 2001, between Prime Tenant
and Sublessor, amended May 28, 2003 (collectively, the "Sublease"), Prime Tenant
subleased the Demised Premises to Sublessor for a term which shall expire on
November 17, 2021. A copy of the Sublease, with certain information redacted
therefrom, is annexed hereto as Exhibit B.

      C. Sublessee wishes to sublease from Sublessor and Sublessor is willing to
further sublease to Sublessee certain parts of the Demised Premises as follows:
the entire twelfth and thirteenth floors of the Building (subject to Sublessor's
obligation to complete Sublessor's Work, including, without limitation, those
items of work with respect to the thirteenth floor as are set forth on Schedule
2 hereto), containing, for purposes of this Sub-sublease, 62,000 rentable square
feet of space (the "Subleased Premises"), which is the aggregate rentable square
footage attributable to the Subleased Premises in the Sublease.

            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, Sublessor and Sublessee hereby agree as follows:

            1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Sublease.

            2. AGREEMENT TO SUBLEASE; TERM. (a) Sublessor hereby subleases to
Sublessee and Sublessee hereby hires from Sublessor the Subleased Premises upon
the terms hereinafter contained and subject to and subordinate to the provisions
of the Prime Lease and the Sublease, (except as expressly set forth herein) for
a term (the "Term") that shall commence with

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respect to the earliest date (the "Commencement Date") upon which each of the
following conditions has been satisfied: (i) a fully executed counterpart of
this Sub-Sublease has been delivered to Sublessee or its attorneys, (ii) fully
executed written consents to this Sub-Sublease in form and substance reasonably
acceptable to Sublessee executed by Prime Landlord and Prime Tenant (the
"Consents") have been delivered to Sublessee or its attorneys, (iii) Sublessor
has delivered to Sublessee vacant, broom-clean possession of that portion of the
Subleased Premises designated on Exhibit C-1 hereto as Space A ("Space A"), (iv)
Sublessor's Work (defined below) with respect to Space A has been completed in
all material respects, and (v) the provisions of the first sentence of
subparagraph (c) of this Section 2 have been met. The Term shall end on November
16, 2021 (the "Expiration Date"), unless terminated sooner pursuant to law or
the terms of this Sub-Sublease, the Sublease or the Prime Lease.

                  (b) Sublessor also shall sublease to Sublessee and Sublessee
shall hire from Sublessor, that portion of the Subleased Premises designated on
Exhibit C-2 hereto as Space B ("Space B"), commencing on the date (the "Space B
Commencement Date") after the date hereof upon which Sublessor delivers to
Sublessee vacant, broom-clean possession of Space B with any portion of
Sublessor's Work to be performed thereon complete in all material respects and
in accordance with the first sentence of subparagraph (c) of this Section 2. The
Space B Commencement Date shall occur on or prior to February 15, 2004;
provided, however, that if the Space B Commencement shall not occur (i) on or
prior to February 15, 2004 for any reason whatsoever, then Sublessee shall be
entitled to a credit equal to one day of Base Rent and additional rent
attributable to Space B for each day from February 16, 2004 through and
including the earlier of the day prior to the Space B Commencement Date and
February 28, 2004; and (ii) if the Space B Commencement Date occurs after
February 28, 2004, then Sublessee shall be entitled to a credit equal to two
days of Base Rent and additional rent attributable to Space B for each day from
March 1, 2004 through and including the day prior to the Space B Commencement
Date, which rent credit, along with any other rent credit provided for in clause
(i) above, shall be the sole and exclusive remedy to which Sublessee is entitled
if the Space B Commencement Date occurs after February 15, 2004. Notwithstanding
anything herein to the contrary, until the Space B Commencement Date, the
Subleased Premises hereunder shall consist exclusively of Space A except that,
during the period from the Commencement Date through the Space B Commencement
Date, Sublessee shall have the right from time to time, and in a manner which
will not unreasonably interfere with Sublessor's employees located in Space B,
to access Space B to perform necessary cabling, wiring, data and
telecommunications work to prepare Space B for Sublessee's occupancy. From and
after the Space B Commencement Date, the Subleased Premises hereunder shall
consist of both Space A and Space B.

                  (c) Upon delivery of vacant possession of the Subleased
Premises to Sublessee, the Subleased Premises shall be in compliance with all
applicable laws and insurance requirements and the certificate of occupancy for
the Building and shall be free of hazardous materials, including asbestos.
Sublessee shall not be responsible for any pre-existing conditions or violations
or the removal at the end of the Term of any alterations performed prior to the
Commencement Date.

            3. DELETED.


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            4. RENT COMMENCEMENT DATES; PAYMENT OF RENT; LATE CHARGE.

                  (a) For the purposes hereof, the term "Rent Commencement Date"
shall mean either or both, as applicable, of (i) the "Space A Rent Commencement
Date" which shall be the date that is eight (8) months after the Commencement
Date, and (ii) the "Space B Rent Commencement Date," which shall be the date
that is eight months after the Space B Commencement Date.

                  (b) Except as otherwise provided, Sublessee shall pay to
Sublessor, without notice or demand, and without any set-off, counterclaim,
abatement or deduction whatsoever except as may be otherwise specifically
provided herein, in lawful money of the United States, by check or money order
or, at Sublessor's or Sublessee's option, by wire transfer of immediately
available funds, Base Rent in equal monthly installments, in advance, on the
first day of each calendar month during the Term, commencing on the Space A Rent
Commencement Date with respect to Space A and the Space B Rent Commencement Date
with respect to Space B, except that the Sublessee shall pay the first full
monthly installment of Base Rent (that is, for the entire Subleased Premises)
upon the execution hereof.

                  (c) The amount of Base Rent payable to Sublessor hereunder for
each year of the Term shall be as set forth on Schedule 1 annexed hereto and
made a part hereof (and the Base Rent for any partial year during the Term shall
be prorated accordingly). Sublessee shall not be responsible for any real estate
tax or operating expense escalation payments or any other escalation payments or
Base Rent increases or, to the extent inconsistent with the provisions hereof or
included in the Redacted Provisions, other items of rent payable under the Prime
Lease or Sublease, except as otherwise set forth herein.

                  (d) Base Rent and any additional rent shall be paid to
Sublessor by remitting it to Sublessor c/o Instinet Corp., P.O. Box 896, New
York, New York 10108 or pursuant to wire instructions to be provided by
Sublessor, or such other place, or to such agent and at such place, as Sublessor
may designate by notice to Sublessee.

                  (e) If Sublessee shall fail to make payment of any installment
of Base Rent or any additional rent within (5) business days (as the term
"business days" is defined in Section 31.01 of the Prime Lease) after the date
such payment is due, Sublessee shall pay to Sublessor on demand a late charge
equal to percent (5%) of the amount of such overdue payment. Any such late
charge shall constitute additional rent hereunder. Nothing contained in this
Sub-Sublease, or in the Sublease or the Prime Lease, and no acceptance of late
charges by Sublessor shall be deemed to extend or change the time for payment of
Base Rent or additional rent.

                  (f) At the written request of either party hereto made after
the occurrence of the Commencement Date and again after the occurrence of the
Rent Commencement Date, both parties hereto shall, within ten (10) days after
receipt of such request, execute a written agreement confirming the Commencement
Date and the Rent Commencement Date; provided, however, that the failure of the
parties to execute such written agreement shall not affect the validity of the
Commencement Date or the Rent Commencement Date as determined in accordance with
the provisions of this Lease.


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                  (g) (i) Sublessor and Sublessee acknowledge that Sublessee (1)
currently subleases space at 500 Seventh Avenue pursuant to a sublease (the "500
Lease") that Sublessee has the right to cancel on May 31, 2007 (the
"Cancellation Date") in return for a payment on that date to the sublandlord
under the 500 Lease of an amount described in paragraph 13 of the 500 Lease (the
"Cancellation Payment") and (2) must continue to pay rent under the 500 Lease
until the Cancellation Date.

                        (ii) Provided that this Sublease has not been terminated
following a default by Sublessee hereunder after the giving of any applicable
notice and the expiration of any applicable cure period, commencing on the first
day following the Space A Rent Commencement Date and ending on the Cancellation
Date (such period, the "Base Rent Credit Period"), Sublessee shall be entitled
to receive a monthly credit (the "Monthly Base Rent Credit") against each
installment of Base Rent due and payable under this Sub-Sublease during the Base
Rent Credit Period, calculated as follows: For each month during the Base Rent
Credit Period, the Monthly Base Rent Credit will include the amount of the base
rent payment and escalation payment, if any, due and payable (and actually paid
by Sublessee) pursuant to the 500 Lease for such month during the period from
the Commencement Date hereof through the Cancellation Date (each, a "500 Lease
Rent Monthly Payment," with all such 500 Lease Rent Monthly Payments during the
Base Rent Credit Period being collectively referred to herein as the "500 Lease
Rent Payments"). In addition, an aggregate amount equal to those 500 Lease Rent
Monthly Payments due and payable (and actually paid) for the period commencing
on the Commencement Date and ending on the Space A Rent Commencement Date shall
be added to the first Monthly Base Rent Credits given after the Space A Rent
Commencement Date, until the 500 Lease Rent Monthly Payments for the period
between the Commencement Date and the Space A Rent Commencement Date have been
fully applied. The sum of all Monthly Base Rent Credits received by Sublessee
hereunder is sometimes referred to herein as the "Total Base Rent Credit").
Sublessee's right to receive the Monthly Base Rent Credit each month during the
Base Rent Credit Period shall be conditioned upon Sublessee's presentation to
Sublessor, on a monthly basis, of proof, reasonably satisfactory to Sublessor,
that Sublessee has paid the 500 Lease Rent Monthly Payment for such month.
Sublessor and Sublessee acknowledge and agree that the Monthly Base Rent Credit
received by Sublessee during the Base Rent Credit Period may, at Sublessor's
option, be an estimated amount, which shall be determined by Sublessor in its
reasonable discretion based upon Sublessor's review of the 500 Lease and good
faith estimate of the base rent and escalation payments, if any, due and payable
thereunder for the applicable portion of the period from the Commencement Date
hereof through the Cancellation Date. Sublessee has heretofore provided
Sublessor with a true, correct and complete and unredacted copy of the 500 Lease
and all amendments thereto. Within ten (10) days after the last day of the Base
Rent Credit Period, Sublessee shall provide Sublessor with proof, reasonably
satisfactory to Sublessor, of the 500 Lease Rent Payments paid by Sublessee. If
the 500 Lease Rent Payments paid by Sublessee are greater than the Total Base
Rent Credit received by Sublessee, then Sublessee shall receive a credit against
the next installments of Base Rent due and payable hereunder equal to the 500
Lease Rent Payments less the Total Base Rent Credit. If, however, the Total Base
Rent Credit received by Sublessee is greater than the 500 Lease Rent Payments
paid by Sublessee, then Sublessee shall pay to Sublessor, within thirty (30)
days after demand therefore, the amount of the Total Base Rent Credit less the
500 Lease Rent Payments. Within the same thirty-day period, Sublessee shall
execute a certification prepared by Sublessor in which Sublessee shall certify
the amount of the Total Base Rent Credit and the Sublessor Credit

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(as defined below) as well as the schedule for Sublessee's payment to Sublessor
of the Sublessor Credit. Sublessee also shall provide to Sublessor all
documentary proofs previously submitted by Sublessee to Sublessor (and deemed to
be reasonably acceptable by Sublessor) of each 500 Lease Rent Monthly Payment
made by Sublessee, which proofs shall be annexed to such certification.

                        (iii) In addition, and provided that (A) neither this
Sublease nor the 500 Lease has been terminated following a default by Sublessee
hereunder after the giving of any applicable notice and the expiration of any
applicable cure period, (B) Sublessee remains entitled to cancel the 500 Lease
on the Cancellation Date pursuant to the terms of the 500 Lease and (C)
Sublessee delivers to Sublessor a certification or other evidence reasonably
satisfactory to Sublessor, signed by the sublandlord under the 500 Lease, which
shall state that Sublessor shall be entitled to rely upon such certification and
shall set forth the amount of the Cancellation Payment, then Sublessor, on the
Cancellation Date, shall pay the Cancellation Payment to the sublandlord under
the 500 Lease.

                        (iv) Sublessor and Sublessee agree that Sublessee shall
reimburse Sublessor for the Total Base Rent Credit and the Cancellation Payment,
without interest, as follows: During the period commencing on the first day
after the first calendar month following the Cancellation Date and ending on the
Expiration Date (such period, the "Repayment Period"), Sublessee shall pay to
Sublessor, with each monthly installment of Base Rent due and payable under this
Sub-Sublease during the Repayment Period, an amount (such amount, the "Sublessor
Credit") equal to the sum of the Total Base Rent Credit and Cancellation
Payment, divided by the number of calendar months (both whole and partial) in
the Repayment Period. Each installment of the Sublessor Credit shall be due and
payable at the same times and in the same manner as payments of Base Rent
hereunder.

            5. INCORPORATION OF PROVISIONS OF SUBLEASE BY REFERENCE.

                  (a) Sublessor hereby represents that the copies of the
Sublease and the Prime Lease annexed hereto as Exhibit A and Exhibit B,
respectively, are true, correct and, except to the extent redacted, complete
copies thereof (it being acknowledged by Sublessee that the letter agreement
dated February 18, 1998, referred to in Recital A above has been redacted in its
entirety and is not attached hereto), the Sublease and the Prime Lease are in
full force and effect and to the best of Sublessor's knowledge there exists no
breach or default, or any state of facts that with notice, the passage of time,
or both, would result in a breach or default on the part of Sublessor under the
Sublease, or Prime Tenant under either the Sublease or the Prime Lease, or Prime
Landlord under the Prime Lease.

                  (b) Subject to the modifications set forth in this Section 5
and except as otherwise provided in this Sub-Sublease or to the extent
inconsistent with the provisions hereof, the terms, covenants and conditions of
this Sub-Sublease shall be the same as the terms, covenants and conditions
contained in the Sublease, all of which, as modified hereby, (i) are
incorporated herein by reference, (ii) as to those to be performed or complied
with by the subtenant named therein with respect to the Subleased Premises,
shall be performed and complied with by Sublessee after the Commencement Date,
(iii) as to those granting rights or privileges to the subtenant named therein,
are hereby granted, transferred and assigned to

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Sublessee (including without limitation the rights and privileges set forth in
Section 8(D) thereof), and (iv) shall have the same force and effect as though
herein set forth at length and as though Sublessor and Sublessee were,
respectively, "Sublessor" and "Subtenant" named therein, as if the term "this
Sublease," as used therein, referred to this Sub-Sublease, as if the term
"Overlandlord," as used therein, referred to either or both Prime Tenant and
Prime Landlord, as the context may require, and as if the term "Demised
Premises," as used therein, referred to the Subleased Premises. All acts to be
done by Sublessor, as subtenant under the Sublease, with respect to the
Subleased Premises and all obligations of Sublessor, as subtenant under the
Sublease, to Prime Tenant, as sublessor under the Sublease, shall be done or
performed by Sublessee, except as otherwise expressly provided by this
Sub-Sublease, and Sublessee's obligations shall run to Sublessor, Prime Tenant
and Prime Landlord. Sublessor shall perform all of its obligations under the
Sublease, including, without limitation, as may relate to the Redacted
Provisions, and shall refrain from committing any default under the Sublease
which causes the Sublease, or Sublessee's rights as subtenant under this
Sub-sublease, to be cancelled, terminated, forfeited or surrendered, or which
causes Sublessee to be liable for any damages, claims or penalties, except that
the foregoing covenant of Sublessor to refrain from causing any default under
the Sublease which results in the cancellation, termination, forfeiture or
surrender of Sublessee's rights under this Sub-sublease or which causes
Sublessee to be liable for damages, claims or penalties shall be deemed
inapplicable and of no force or effect in the event that any such default of
Sublessor under the Sublease is preceded by (i) any monetary default of
Sublessee under this Sub-sublease or (ii) any non-monetary default of Sublessee
under this Sub-sublease which is the direct, indirect, sole or contributing
cause of Sublessor's default under the Sublease. Each party shall indemnify,
defend and hold the other party harmless from and against all claims, damages,
costs and expenses (including, but not limited to, reasonable attorneys' fees
and expenses) to the extent arising from the non-performance of any such
obligations agreed to be performed by the other party. Sublessee shall not do,
or permit to be done, any act or thing that would result in an increase in
Sublessor's Base Rent or additional rent or any other obligation or liability of
Sublessor under the Sublease or that is (or, with notice or the passage of time,
would be) a default under the Prime Lease. For the purposes of incorporation
herein, the terms of the Sublease are subject to the following additional
modifications:

                        (i) All provisions of the Prime Lease that require Prime
Tenant, as tenant, to submit, exhibit, supply or provide to Prime Landlord, as
lessor, evidence, certificates, or any other matter or thing shall be deemed to
require Sublessee to submit, exhibit, supply or provide the same to both Prime
Landlord and Sublessor, and all provisions of the Sublease that require
Sublessor, as tenant, to submit, exhibit, supply or provide to Prime Tenant, as
sublessor, evidence, certificates, or any other matter or thing shall be deemed
to require Sublessee to submit, exhibit, supply or provide the same to both
Prime Tenant and Sublessor;

                        (ii) The following provisions of the Sublease are
expressly not incorporated by reference in this Sub-Sublease: the first sentence
of Section 2A; Sections 2B, 2C, 2D, 2E, 3B, 3C, 4, 5A, 5B, 5C, the obligation to
pay additional rent in Sections 5D and/or 5E to the extent specifically set
forth in a Redacted Provision, 5F and 6; the clause in Section 8A(iii) that
reads "provided, however ... in its reasonable discretion"; and Sections 8E, 10,
12, 13, 14 (it being understood that Sublessee shall be required to comply with
the insurance requirements of Article 19 of the Prime Lease as incorporated
herein), the provisions of Section 15 relating to

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'Specialty Locations,' 16, the first sentence of Section 17A and all of Section
17B, 21, 22, 24 and 26.

                        (iii) The following provisions of the Prime Lease, which
were incorporated in the Sublease by reference, are expressly not incorporated
by reference in this Sub-Sublease: Sections 1.03D, 1.05, 1.06, 1.09, 3.07, 6.07,
7.14B, 11.09, 13.01B after the first sentence of 13.01B(1), 19.04, Articles 23,
34, 51 and 52.

                        (iv) Wherever used in the Prime Lease or the Sublease,
the term "term of this Lease," "term" or "Term" shall mean the Term of this
Sub-Sublease.

                  (c) Notwithstanding anything to the contrary contained in this
Sub-Sublease, if any of the express provisions of this Sub-Sublease shall
conflict with any of the provisions of the Prime Lease or the Sublease
incorporated in this Sub-Sublease by reference, such conflict shall be resolved
in every instance in favor of the express provisions of this Sub-Sublease.

                  (d) Supplementing Section 8F of the Sublease, whenever the
approval or consent of Prime Landlord and/or Tenant is required under any
provision of the Sublease or this Sub-Sublease, Sublessee shall be required to
obtain the written approval or consent of Sublessor, which consent of Sublessor
in no event shall be unreasonably withheld, conditioned or delayed, and
Sublessor shall cooperate with Sublessee in endeavoring to obtain approvals or
consents required of Prime Tenant or Prime Landlord and shall make all
commercially reasonable efforts to pursue such rights it may have under the
Sublease (for instance, under Section 15A(iii) on behalf of Sublessee to the
extent Sublessee is not able to do so). Whenever Sublessor has agreed that a
required approval or consent shall not be unreasonably withheld or delayed
(whether in this Sub-Sublease or pursuant to any provision of the Sublease
incorporated herein) it shall be deemed reasonable for Sublessor to withhold or
delay its approval or consent if and to the extent that Prime Tenant shall have
delayed or refused to give any approval or consent that may be requested of it
related to the same matter. Sublessor shall have no liability for any failure or
refusal on the part of Prime Tenant to grant any such approval or consent
provided, however, Sublessor, without being required to incur any expense, shall
use commercially reasonable efforts to obtain any such approval or consent.

                  (e) Sublessor will make commercially reasonable efforts to
pursue enforcement rights against Prime Tenant or, pursuant to Section 8D of the
Sublease, Prime Landlord on behalf of and as requested by Sublessee to the
extent Sublessee is not able to do so.

                  (f) Notwithstanding anything to the contrary in this
Sub-Sublease, Sublessee shall in no event be held liable or deemed to be in
breach, default or to have failed to perform any obligations under this
Sub-Sublease to the extent contained herein by incorporation or reference to (i)
provisions of the Prime Lease or Sublease (as set forth in Exhibit A and Exhibit
B, respectively) that have been redacted or otherwise not provided to Sublessee
(the "Redacted Provisions"), (ii) the Ground Lease or (iii) any other of the
Underlying Documents. Sublessor hereby represents and warrants to Sublessee that
none of the Ground Lease, the other Underlying Documents or the Redacted
Provisions could adversely affect Sublessee's use and occupancy of the Subleased
Premises pursuant to this Sub-sublease or result in a material

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increase of any monetary obligation of Sublessee hereunder. Sublessor shall
indemnify, defend and hold harmless Sublessee from any and all liability, fines,
suits, claims, demands, actions, damages, costs and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) of any kind or nature to
the extent that they are due to or arise out of the Redacted Provisions or a
misrepresentation under the immediately preceding sentence.

            6. USE. Sublessee may use the Subleased Premises as general,
executive and administrative offices and any other use expressly permitted by
the Prime Lease and the Sublease, subject in any event to the provisions of the
Prime Lease and the Sublease, and for no other use or purpose.

            7. CONDITION OF SUBLEASED PREMISES. Sublessee acknowledges that it
has inspected the Subleased Premises and, except as expressly set forth herein,
agrees to accept the Subleased Premises (and any furniture and fixtures located
therein as provided in Section 14 below) in its "as is, where is" condition on
the Commencement Date. Sublessor has not made and does not make any
representations or warranties as to the physical condition of the Subleased
Premises (or of any furniture and fixtures located therein as provided in
Section 14 below) except as expressly set forth herein. In making this
Sub-Sublease, Sublessee has relied solely on its own investigations,
examinations and inspections. Sublessor shall have no obligation to make any
alterations, repairs, additions or improvements to the Subleased Premises,
whether to prepare the same for Sublessee's possession or otherwise.

            Notwithstanding the foregoing, prior to delivering to Sublessee
possession of the Subleased Premises, Sublessor shall, at its sole cost and
expense, cause to be performed in a good, workmanlike manner, and in accordance
with applicable laws and the Sublease and Prime Lease, the work described on
Schedule 2 annexed hereto and made a part hereof ("Sublessor's Work").

            8. SUBLESSOR'S CONTRIBUTION.

                  (a) Sublessor agrees to pay to Sublessee, toward payment of
the cost of the work to be performed by Sublessee in connection with Sublessee's
initial occupancy of the Subleased Premises (the "Initial Installations"), an
amount ("Sublessor's Contribution") not to exceed Two Million Seven Hundred
Ninety Thousand and 00/100 Dollars ($2,790,000.00) (the "Maximum Amount"),
provided that as of the date on which Sublessor is required to make payment
pursuant to subsection (b) below in this Section 8: (i) this Sub-Sublease is in
full force and effect, and (ii) Sublessee is not in default hereunder beyond the
expiration of applicable notice and cure periods. If Sublessee is in default of
this Sub-Sublease at the time payment is required to be made hereunder and such
default is cured prior to the expiration of any applicable notice and cure
period, then the right to Sublessor's Contribution shall not be waived and
Sublessor shall make the applicable payment when the default is cured. If,
however, Sublessee is in default of this Sub-Sublease after the giving of any
applicable notice and the expiration of any applicable cure period hereunder,
then the provisions of Section 11 hereof shall apply. Sublessee shall pay all
costs of the Initial Installations in excess of Sublessor's Contribution.
Sublessor's Contribution shall be payable solely on account of labor directly
related to the Initial Installations, materials delivered to the Subleased
Premises in connection with the Initial Installations, and "soft costs" incurred
in connection with the Initial Installations, which soft

                                      -8-
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costs shall be limited to the actual architectural, consulting and engineering
fees incurred by Sublessee in connection therewith.

                  (b) Sublessor shall make payments to Sublessee or as directed
by Sublessee upon completion of the work, described in a requisition delivered
by Sublessee as hereinafter set forth, such payment to be made within thirty
(30) days following receipt of such requisition, less a retainer ("Retainer") of
not less than ten percent (10%), which payments shall be paid upon completion of
the work (or actual delivery of the materials) described in the applicable
contractor's or materialman's invoice. Each of Sublessor's payments shall be
limited to that fraction of the total amount of such payments, the numerator of
which shall be the amount of Sublessor's Contribution, and the denominator of
which shall be the total contract (or estimated) price for the performance of
all of Sublessee's Initial Installations shown on all plans and specifications
approved by Sublessor. Such requisitions shall set forth the names of each
contractor to whom payment is due, and the amount thereof, and shall be
accompanied by (i) with the exception of the first such requisition, copies of
waivers of lien from all contractors, subcontractors and materialmen covering
all work and materials which are the subject of previous requisitions and
payments by Sublessor, and (ii) a written certification from Sublessee's
architect or, with respect to engineering matters, Sublessee's engineer, that
the work for which the requisition is being made has been substantially
completed in accordance with the plans and specifications approved by Sublessor.
Sublessor hereby agrees to disburse the Retainer upon submission by Sublessee to
Sublessor of the aforementioned requisition and accompanying documentation
together with proof of the satisfactory completion of construction of the
Subleased Premises and the satisfactory completion of all required inspections
and issuance of any required approvals and signoffs of public authorities with
respect thereto. If Sublessee does not pay a contractor as required by this
Section, Sublessor shall have the right, but shall not be obligated, to promptly
pay to the contractor all sums so due from Sublessee and Sublessor thereafter
shall have all remedies available to Sublessor at law or in equity for
collection of all sums so paid by Sublessor and due to Sublessor from Sublessee.
In addition, Sublessee agrees that the same shall be collectable as additional
rent pursuant to this Sub-Sublease and, in default of payment thereof, Sublessor
shall (in addition to all other remedies) have the same rights as it has upon
the occurrence of an event of default with respect to any payment of rent under
this Sub-Sublease. Sublessee shall reimburse Sublessor, as additional rent, for
all reasonable out-of-pocket costs and expenses incurred by Sublessor or any
third-party on behalf of Sublessor, in connection with Sublessor's review of
plans, specifications, lien waivers, certificates, permits and other
construction documents pursuant to this section.

                  (c) If the total amount of Sublessor's Contribution required
to be paid by Sublessor hereunder shall be less than the Maximum Amount, then,
provided that this Sublease has not been terminated following a default by
Sublessee hereunder after the giving of any applicable notice and the expiration
of any applicable cure period and that this Sub-Sublease remains in full force
and effect, then Sublessee shall be entitled to a credit against payments of
Base Rent which are due and payable hereunder from and after the one-year
anniversary of the Commencement Date hereunder, in an amount equal to the
Maximum Amount less the amount of Sublessor's Contribution actually paid by
Sublessor (such remainder of the Maximum Amount, the "Rent Credit"); provided,
however, that Sublessee shall not be entitled to receive the Rent Credit, and
such Rent Credit shall be delayed, until after commencement of Sublessee's
business operations at the Subleased Premises and the final completion of the
Initial Installations pursuant to the terms of this Sub-Sublease. Upon
commencement of Sublessee's business operations at the Subleased Premises and
the final completion of the Initial Installations

                                      -9-
<PAGE>
pursuant to the terms of this Sub-Sublease, and provided that this Sub-Sublease
has not been terminated following a default by Sublessee hereunder after the
giving of any applicable notice and the expiration of any applicable cure period
and that this Sub-sublease remains in full force and effect, the Rent Credit
shall be credited against the next installments of Base Rent due and payable
under this Sub-Sublease until the Rent Credit has been exhausted.

            9. SUBMETERED ELECTRICITY. Sublessor shall redistribute or furnish
electricity to or for the use of Sublessee in the Subleased Premises for the
operation of Sublessee's electrical systems and equipment in the Subleased
Premises, at a level sufficient to accommodate ordinary office functions in the
Subleased Premises (at seven (7) watts per rentable square foot). Sublessee
shall pay to Sublessor, within 20 days following demand from time to time, but
no more frequently than monthly, as additional rent, for its consumption of
electricity at the Premises, a sum equal to one hundred five percent (105%) of
the product obtained by multiplying (i) the Cost Per Kilowatt Hour, by (ii) the
actual number of kilowatt hours of electric current consumed by Sublessee in
such billing period. For purposes of this Sub-Sublease, "Cost Per Kilowatt Hour"
means the total cost incurred by Sublessor to provide electricity to the
Subleased Premises during a particular billing period, including energy charges,
demand charges, surcharges, time-of-day charges, fuel adjustment charges, rate
adjustment charges, taxes, rebates and any other factors used by the utility
company in computing its charges to Sublessor, divided by the total kilowatt
hours purchased by Sublessor to provide electricity to the Subleased Premises
during such period. If any tax (other than an income or similar tax) is imposed
upon Sublessor's receipts from the sale or resale of electricity to Sublessor,
Sublessee shall reimburse Sublessor for such tax, if and to the extent permitted
by law. Prior to Sublessor's delivery of the Subleased Premises, Sublessor shall
install a meter or meters, at Sublessor's expense, to measure Sublessee's
consumption of electricity in the Premises, which meter or meters shall be
maintained by Sublessor at Sublessee's expense. Where more than one meter
measures Sublessee's consumption of electricity in the Subleased Premises, the
electricity measured by each meter shall either be computed and billed
separately or aggregated in accordance with the provisions set forth above.
Backup power from Sublessor's emergency generator system will be made available
to the IDF closets within the Subleased Premises, but only for equipment
typically found in an IDF closet.

            10. NOTICES.

                  (a) Any notice, statement, demand or other communication
required to be given, rendered or made by either party to the other, shall be in
writing and shall be deemed to have been properly given, rendered or made, if
sent by recognized overnight courier or by registered or certified mail, return
receipt requested, addressed to the other party at the other party's address as
set forth below and shall be deemed to have been given, rendered or made when
received or when delivery is refused.

      To Sublessor:           Instinet Global Holdings, Inc.
                              Three Times Square
                              New York, New York 10036
                              Attention: Mr. Paul Beim


                                      -10-
<PAGE>
      with copies to:         Instinet Global Holdings, Inc.
                              Three Times Square
                              New York, New York 10036
                              Attention: Mr. Ed Poppe

               and:           Herrick, Feinstein LLP
                              2 Park Avenue
                              New York, New York  10016
                              Attention: Richard J. Brown, Esq.

      To Sublessee:           Prior to occupancy of the Subleased Premises:
                              Eyetech Pharmaceuticals, Inc.
                              500 Seventh Avenue
                              New York, New York 10018
                              Attention:  General Counsel

                              After occupancy of the Subleased Premises:
                              Eyetech Pharmaceuticals, Inc.
                              Three Times Square
                              New York, New York 10036
                              Attention:  General Counsel

      with a copy to:         Reynolds Law, P.C.
                              34 South Broadway
                              White Plains, New York 10601
                              Attention:  Stephen B. Reynolds, Esq.

Either party may, by notice as aforesaid, designate a different address or
addresses for notices, statements, demands or other communications intended for
it.

                  (b) Each party hereto shall deliver to the other all notices,
requests, demands or other written communications received by such party from
Prime Landlord or Prime Tenant that relate to the Subleased Premises or any
portion thereof, or this Sub-Sublease, immediately after receipt thereof from
Prime Landlord or Prime Tenant.

            11. SUBLESSEE'S DEFAULT.

                  (a) If Sublessee shall be in default of any term, covenant or
condition of this Sub-Sublease, then Sublessor, following the giving to
Sublessee of any applicable notice and the expiration of any applicable cure
period required by this Sub-Sublease or the terms and provisions of the Prime
Lease or the Sublease incorporated herein, shall have available to it all of the
remedies available to Prime Landlord under the Prime Lease in the event of a
like default on the part of the tenant thereunder as well as all of the remedies
available to Prime Tenant under the Sublease in the event of a like default on
the part of the subtenant thereunder. The mention in the Prime Lease, the
Sublease or this Sub-Sublease of any particular right or remedy shall not
preclude Sublessor from exercising any and all other rights and remedies
available to it

                                      -11-
<PAGE>
hereunder at law and in equity. In addition to and not in limitation of the
foregoing and notwithstanding anything in this Sub-sublease to the contrary,
Sublessor shall have the right, upon any such default by Sublessee and following
the giving to Sublessee of any such applicable notice and the expiration of any
such applicable cure period, to (i) recover from Sublessee One Million Eight
Hundred Seventy Five Thousand Two Hundred Eighty Seven and 60/100 Dollars
($1,875,287.60), representing the eight (8) months of free Base Rent given to
Sublessee pursuant to Section 4(a) hereof, plus Sublessor's Contribution,
including, without limitation, any portion of the Rent Credit credited against
installments of Base Rent hereunder, as well as the Cancellation Payment (if
paid by Sublessor) and any portion of the Total Base Rent Credit credited
against installments of Base Rent hereunder and (ii) accelerate and recover from
Sublessee any portion of the Sublessor Credit not previously paid by Sublessee
to Sublessor pursuant to the terms of Section 4(g)(iv) hereof; provided,
however, that Sublessor shall be entitled to recover the Cancellation Payment
and the Total Base Rent Credit from Sublessee only to the extent that such items
have not been reimbursed to Sublessor pursuant to Section 4(g)(iv) hereof.

                  (b) The time periods contained in the Prime Lease or the
Sublease for the giving of notices, making of demands or performing of any act,
condition or covenant on the part of the tenant or subtenant thereunder, as the
case may be, or for the exercise by such tenant or subtenant of any right
(including any right to cure a default), remedy or option, are changed for the
purposes of incorporation herein by reference, by shortening the same by three
(3) business days in each instance, except as otherwise expressly provided
herein, but if there shall be remaining less than three (3) business days after
giving effect to such shortened time period, then the time period shall be
coextensive with the time limit provided under the Sublease.

            12. INDEMNIFICATION. Sublessee shall not do or permit any act or
thing upon the Subleased Premises by persons under Sublessee's control that may
subject Prime Landlord, Prime Tenant or Sublessor to any liability or
responsibility for injury or damage to persons or property or to any liability
by reason of any violation of law or of any legal requirement of any public
authority, but shall exercise such control over the Subleased Premises as to
fully protect Prime Landlord, Prime Tenant and Sublessor against any such
liability. Sublessee shall indemnify and hold harmless Prime Landlord, Prime
Tenant and Sublessor from and against any and all liability, fines, suits,
claims, demands, actions, damages, costs and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) of any kind or nature of
anyone whomsoever that are due to or arise out of (a) any breach, violation,
non-observance or non-performance of any term, covenant, or condition contained
in this Sub-Sublease on the part of Sublessee to be fulfilled, kept, observed or
performed; and (b) any damage to property occasioned by Sublessee's use or
occupancy of the Subleased Premises; and any injury to any person or persons,
including death resulting at any time therefrom, occurring in or about the
Subleased Premises and caused by or resulting from the fault of the Sublessee,
its agents, employees, contractors, visitors or licensees.

            13. SECURITY DEPOSIT.

                  (a) Upon the execution and delivery of this Sub-Sublease by
both parties hereto, Sublessee shall deliver to Sublessor, as security for the
faithful performance and observance by Sublessee of the provisions of this
Sub-Sublease, an unconditional, irrevocable,

                                      -12-
<PAGE>
negotiable commercial letter of credit in a form reasonably approved by
Sublessor (the "Credit"), which approval shall not be unreasonably withheld,
conditioned or delayed, which Credit shall be issued by or a bank that is a
member of the New York Clearing House Association or otherwise reasonably
acceptable to Sublessor (the "Issuing Bank"), in the amount of Three Million and
00/100 Dollars ($3,000,000.00) (the "Required Amount"), naming Sublessor as the
beneficiary and authorizing the beneficiary to draw on the Issuing Bank in said
amount, or any portion thereof, available by the beneficiary's sight draft,
without presentation of any other documents, statements or authorizations. The
Credit shall have a term of at least twelve (12) months, permit multiple
drawings and it shall by its terms be renewed automatically each year by the
Issuing Bank, unless the Issuing Bank gives written notice to the beneficiary at
least forty-five (45) days prior to the expiration date of the Credit that the
Issuing Bank elects that it not be renewed. The Credit shall be transferable.
All transfer fees shall be paid by Sublessor. The Issuing Bank shall further
agree with drawers, endorsers, and all bona-fide holders that drafts drawn under
and in compliance with the terms of the Credit will be duly honored upon
presentation to the Issuing Bank at its main office located in New York, New
York, or other location acceptable to Sublessor, which presentation may be made
in person or by telecopier. The Credit shall be subject in all respects to the
International Standby Practices 1998, International Chamber of Commerce
Publication No. 590.

            It shall be the obligation of Sublessee during the term of this
Sub-Sublease to deliver to Sublessor, at least forty five (45) days prior to the
expiration date of the Credit, a renewal or extension of said Credit or a
substitute Credit (each fully complying with the foregoing). If for any reason
Sublessor has not received such renewal or extension or substitute Credit within
thirty (30) days prior to the expiration date of the then existing Credit (or
within twenty (20) days prior to the expiration of the Term if the expiration
date of the then existing Credit is later than the last day of the Term but
sooner than thirty (30) days after the last day of the Term), then and in such
event Sublessor shall be free to draw on the Credit and hold the proceeds as a
cash security deposit and thereafter use and apply such proceeds in the same
manner that Sublessor would be entitled to apply the proceeds drawn on the
Credit as provided in subsection (b) below in this Section 13; it being agreed
that any such drawing on the Credit shall not relieve Sublessee of its
obligation to provide a renewal or extension of the Credit or a substitute
Credit as provided above in this paragraph; provided, however, that upon
Sublessor's receipt of a renewal or extension of the Credit that complies in all
respect with this Section 13(a), then all such proceeds held by Sublessor which
have not otherwise been applied in accordance with this Sub-sublease shall be
simultaneously returned to Sublessee.

            If Sublessee has complied with all of the provisions of this
Sub-Sublease, the security deposit shall be returned to Sublessee after the
expiration of the Term and after delivery to Sublessor of possession of the
Subleased Premises. Sublessee 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. If Sublessee shall be entitled to the return of the
security deposit at the end of the Term as provided above, Sublessor shall,
within thirty (30) days after the last day of the Term, deliver the Credit to
Sublessee or, at Sublessee's request, assign the Credit to Sublessee's designee.


                                      -13-
<PAGE>
                  (b) If Sublessee defaults in respect of any provisions of this
Sub-Sublease beyond applicable notice and cure periods, Sublessor may draw upon
the Credit to the extent required for the payment of any Base Rent and
additional rent as to which Sublessee is in default or for any sum that
Sublessor may expend or may be required to expend by reason of Sublessee's
default under this Sub-Sublease. If Sublessor draws on the Credit, then, within
ten (10) days after demand, Sublessee shall replace the Credit with a substitute
Credit in the Required Amount, so that Sublessor shall have a Credit in the
Required Amount available to be drawn at all times during the Term.

                  (c) Upon the assignment by Sublessor of its interest in the
Sublease, Sublessor shall transfer the Credit to the assignee. Upon any
financing of Sublessor's interest in the Sublease, Sublessor shall have the
right to transfer the Credit to the lender, provided that such lender agrees to
assume all of the obligations of Sublessor under this Sub-Sublease with respect
to the Credit. Within twenty (20) days after notice from Sublessor of any such
anticipated assignment or financing, Sublessee, at Sublessor's cost, shall
arrange for the transfer of the Credit to the assignee, as the new Sublessor
hereunder, or to the lender, as designated by Sublessor in such notice, or to
have the Credit reissued in the name of such assignee or lender (provided that
the original Credit is returned to Sublessee contemporaneously with the delivery
of the new Credit). In such event, Sublessee shall look solely to the assignee,
as its new Sublessor, or to the lender for the return of the Credit, and the
provisions of this Section 13 shall apply to every transfer or assignment made
of the Credit to a new Sublessor or lender. Sublessee shall not assign or
encumber, or attempt to assign or encumber, the Credit, and neither Sublessor
nor its successors or assigns shall be bound by any such actual or attempted
assignment or encumbrance.

                  (d) Provided that no default after the expiration of any
applicable grace or cure period on the part of Sublessee has occurred hereunder,
that Sublessee is a company traded on the New York Stock Exchange, the NASDAQ or
the American Stock Exchange and that Sublessee has a market capitalization of at
least $500,000,000.00 on or at any time after the fourth anniversary of the
Commencement Date, then (1) on such date (after the fourth anniversary of the
Commencement Date) that the Sublessee has a market capitalization of at least
$500,000,000.00 (the "Initial LC Reduction Date"), the Required Amount will be
reduced to $1,500,000.00 and shall remain $1,500,000.00 from and after such date
until the date which shall be two years thereafter, provided that Sublessee's
market capitalization, determined as set forth in subsection (ii) below, remains
at least $500,000,000.00 after such date, and (2) commencing two years after the
Initial LC Reduction Date, provided that no monetary default after the
expiration of any applicable grace or cure period on the part of Sublessee has
occurred hereunder and that Sublessee's market capitalization, determined as set
forth in subsection (ii) below, is at least $500,000,000.00, the Required Amount
will be reduced to $750,000.00. Sublessee may deliver either an amendment to the
Credit or a substitute Credit reflecting that the Required Amount has been
reduced as provided above. If such reduction is evidenced by a substitute
Credit, then Sublessor shall return the original Credit (or any prior substitute
Credit then held by Sublessor) to Sublessee upon Sublessor's receipt of the
newly issued substitute Credit in the applicable amount.

                        (ii) For the initial reduction of the Required Amount
from $3,000,000.00 to $1,500,000.00, Sublessee's market capitalization shall be
determined on the

                                      -14-
<PAGE>
Initial LC Reduction Date. At all other times after the Initial LC Reduction
Date, Sublessee's market capitalization will be determined by calculating the
average market capitalization of Sublessee for the then trailing twelve (12)
month period, the first time such determination will be made being the date
occurring twelve (12) months after the Initial LC Reduction Date. Thereafter, at
any time and from time to time, at Sublessor's discretion, the market
capitalization of Sublessee may be determined in the manner described in the
preceding sentence.

                        (iii) Notwithstanding the foregoing, in the event that
at any time after the Required Amount has been reduced to $1,500,000.00 or
$750,000.00, as applicable, Sublessee's market capitalization, determined as set
forth in the second sentence of subsection (ii) above, is less than
$500,000,000.00, then the Required Amount shall again mean $3,000,000.00 and
Sublessee shall immediately deliver to Sublessor either an amendment to the
Credit or a substitute Credit in the amount of $3,000,000.00. In the event that
Sublessee delivers to Sublessor a substitute Credit in the amount of
$3,000,000.00, then Sublessor shall return to Sublessee any prior Credit in the
amount of $1,500,000.00 or $750,000.00, as the case may be, then held by
Sublessor, the Required Amount shall remain $3,000,000.00 and Sublessee shall
have no further right hereunder to have the Required Amount reduced to an amount
less than $3,000,000.00 unless and until Sublessee's market capitalization, as
determined from time to time by Sublessor in the manner set forth in the second
sentence of subsection (ii) above, shall have remained in excess of
$500,000,000.00 for at least two (2) full years, during which period no default
of Sublessee beyond any applicable grace or cure period shall have occurred
hereunder, at which time, Sublessee shall again have the right to reduce the
Credit to $750,000.00 in the manner set forth above. If Sublessee's market
capitalization, determined by Sublessor at any time thereafter, and from time to
time, in the manner set forth in the second sentence of subsection (ii) above,
is less than $500,000,000.00, then the Required Amount shall again mean
$3,000,000.00, Sublessee shall immediately deliver to Sublessor either an
amendment to the Credit or a substitute Credit in the amount of $3,000,000.00,
the Required Amount at all times thereafter shall remain $3,000,000.00 and
Sublessee shall have no further right hereunder to have the Required Amount
reduced below $3,000,000.00. In the event that Sublessee delivers to Sublessor a
substitute Credit in the amount of $3,000,000.00, then Sublessor shall return to
Sublessee any prior Credit in the amount of $750,000.00 then held by Sublessor.

            14. EXISTING FURNITURE AND FIXTURES; EXISTING HORIZONTAL CABLING.
All furniture, equipment and trade fixtures located in the Subleased Premises on
the date hereof (the "Existing FF&E") is owned by Sublessor free and clear of
liens, claims and encumbrances. Notwithstanding anything to the contrary
contained herein, the Existing FF&E shall be left in the Subleased Premises by
Sublessor and shall become the property of Sublessee on the Commencement Date.
Sublessee shall be entitled to the exclusive use during the Term of any other
fixtures and personal property located at the Subleased Premises on the date
hereof, including, without limitation, the horizontal cabling currently located
within the Subleased Premises, although such cabling shall be maintained by
Sublessee during the Term at its sole cost and expense and shall be surrendered
by Sublessee with the Subleased Premises, upon the expiration or earlier
termination of the Term of this Sub-Sublease, in the condition of such cabling
on the date hereof, reasonable wear and tear excepted.


                                      -15-
<PAGE>
      15. BROKERAGE. Sublessor and Sublessee represent and warrant to each other
that they have not dealt with any broker in connection with this transaction
other than Grubb & Ellis New York, Inc., and Newmark & Company Real Estate, Inc.
(collectively, "Broker"). Sublessor shall pay Broker one full commission in
connection with this Sub-Sublease pursuant to a separate agreement with Broker
and shall indemnify and hold Sublessee harmless from and against any loss or
damage, including reasonable attorneys' fees and expenses, suffered by Sublessee
on account of any claims by Broker. Each of Sublessor and Sublessee shall
indemnify and hold the other harmless from and against any loss or damage,
including attorneys' fees and expenses, resulting from a misrepresentation by
either party hereto.

      16. SUCCESSORS AND ASSIGNS. The provisions of this Sub-Sublease, except as
herein otherwise specifically provided, shall extend to, bind and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. If Sublessor assigns or transfers the leasehold estate under the
Sublease, Sublessor shall be and hereby is entirely relieved and freed of all
obligations under this Sub-Sublease to the extent such obligations are assumed
by the assignee or transferee.

      17. INSURANCE. Without limiting the provisions of the Prime Lease or the
Sublease as incorporated by reference herein, Sublessee shall maintain
throughout the Term, for the benefit of Sublessor, Prime Tenant and Prime
Landlord as additional insureds, such insurance as Sublessor may be required to
provide pursuant to the terms of the Prime Lease and the Sublease. Such policies
shall contain a provision that no act or omission of Sublessee shall affect or
limit the obligation of the insurance company to pay the amount of any loss
sustained, shall be non-cancellable and may not expire pursuant to its terms on
the expiration date of such policy with respect to Sublessor, Prime Tenant and
Prime Landlord, unless 30 days' prior written notice of cancellation or
expiration has been given to Sublessor, Prime Tenant and Prime Landlord by
certified mail, return receipt requested. Sublessee agrees that certificates of
all such policies shall be delivered to Sublessor, Prime Tenant and Prime
Landlord on or before the Commencement Date.

      18. RIGHT TO CURE SUBLESSEE'S DEFAULTS. If Sublessee shall at any time
fail to make any payment or perform any other of its obligations hereunder
beyond applicable notice and cure periods, then Sublessor shall have the right,
but not the obligation, and without waiving or releasing Sublessee from any
obligations of Sublessee hereunder, to make such payment or perform such other
obligation of Sublessee in such manner and to such extent as Sublessor shall
deem necessary or desirable, and in exercising any such right, to pay any
incidental costs and expenses, including reasonable attorneys' fees and
expenses. Sublessee shall pay to Sublessor upon demand, as additional rent, all
sums so paid by Sublessor and all incidental costs and expenses of Sublessor in
connection herewith.

      19. TERMINATION OF PRIME LEASE OR SUBLEASE. If, for any reason, the
Sublease shall terminate prior to the Expiration Date, this Sub-Sublease shall
thereupon be terminated and, except as otherwise set forth herein, Sublessor
shall not be liable to Sublessee by reason thereof unless such termination
results from a default by Sublessor under the Sublease. Sublessor covenants and
agrees with Sublessee that during the Term, so long as Sublessee has committed
no default under this Sub-Sublease after the giving of any applicable notice and
the expiration of any applicable cure period, Sublessor (a) will pay all rent
payable by Sublessor


                                      -16-
<PAGE>


pursuant to the Sublease and will perform all other obligations imposed on
Sublessor pursuant to the Sublease if and to the extent that failure to perform
the same would adversely affect Sublessee's use or occupancy of the Subleased
Premises, except for those obligations of Sublessor under the Sublease which
have been incorporated herein and are the obligation of the Sublessee under this
Sub-Sublease, and, (b) unless Sublessor has theretofore obtained for Sublessee a
Non-Disturbance Agreement (defined below) from Prime Tenant, will not
voluntarily terminate the Sublease.

   20. ASSIGNMENT AND SUBLETTING.

         (a) No Assignment or Subletting. Except as expressly set forth herein,
Sublessee shall not assign, mortgage, pledge, encumber, or otherwise transfer
this Sub-Sublease, whether by operation of law or otherwise, and shall not
sublet (or underlet), or permit, or suffer the Subleased Premises or any part
thereof to be used or occupied by others (whether for desk space, mailing
privileges or otherwise) without, in each instance, Sublessor's prior consent,
which consent of Sublessor shall not be unreasonably withheld, delayed or
conditioned, and such consents of Prime Landlord and Prime Tenant, if any, as
may be required pursuant to the Prime Lease and the Sublease. Any assignment,
sublease, mortgage, pledge, encumbrance or transfer in contravention of the
provisions of this Section 20 shall be null and void. For the purposes hereof,
if Sublessee is a corporation, limited liability company, partnership, trust or
any other legal entity, the transfer by one or more transfers, directly or
indirectly, of Control of such entity, however characterized, shall be deemed an
assignment of this Sub-Sublease. "Control" (and with correlative meanings,
"controlled by" and "under common control with") shall have the same meaning as
set forth in Section 11.05 of the Prime Lease.

         (b) Collection of Rent. If, without Sublessor's consent (or any
required consent of Prime Landlord or Prime Tenant), this Sub-Sublease is
assigned, or any part of the Subleased Premises is sublet or occupied by anyone
other than Sublessee, or this Sub-Sublease or the Subleased Premises or any of
Sublessee's property is encumbered (by operation of law or otherwise), Sublessor
may collect rent from the assignee, subtenant or occupant and apply the net
amount collected to the Base Rent or other rent herein reserved. No such
collection of rent shall be deemed to be (i) a waiver of the provisions of this
Section 20, (ii) an acceptance of the assignee, subtenant or occupant as tenant,
or (iii) a release of Sublessee from the performance of any of the terms,
covenants and conditions to be performed by Sublessee under this Sub-Sublease,
including the payment of Base Rent and other rent reserved herein.

         (c) No Waiver. Sublessor's consent to any assignment or subletting
shall not relieve Sublessee from the obligation to obtain Sublessor's express
consent (or the consent of Prime Landlord or Prime Tenant) to any further
assignment or subletting. In no event shall any permitted subtenant assign or
encumber its sublease or further sublet any portion of its sublet space, or
otherwise suffer or permit any portion of the sublet space to be used or
occupied by others. The listing of any name other than that of Sublessee in the
directory, or on the doors of the Subleased Premises or elsewhere, shall not
vest in any such named party any right or interest in this Sub-Sublease or in
the Subleased Premises, nor be deemed to constitute Sublessor's consent to any
assignment or transfer of this Sub-Sublease, or to any sublease of the Subleased
Premises, or to the use or occupancy thereof by others.

                                      -17-
<PAGE>

         (d) Sublessee's Statement; Recapture. At least fifteen (15) business
days prior to any proposed subletting of all or any portion of the Subleased
Premises for which Sublessor's consent is required, Sublessee shall submit a
statement to Sublessor (a "Sublessee Statement") containing the following
information: (a) the name and address of the proposed subtenant, (b) a
description of the portion of the Subleased Premises to be sublet, (c) the terms
and conditions of the proposed subletting, including, without limitation, the
rent payable and the value (including cost, overhead and supervision) of any
improvements (including any demolition to be performed) to the Subleased
Premises for occupancy by such subtenant and the value and a description of any
other consideration for the transaction, (d) the nature and character of the
business of the proposed subtenant and (e) any other information that Sublessor
may reasonably request, together with a statement specifically directing
Sublessor's attention to the provisions of this Section 20(d) requiring
Sublessor to respond to Sublessee's request within fifteen (15) business days
after Sublessor's receipt of the Sublessee Statement. Within fifteen (15)
business days after Sublessor's receipt of the Sublessee Statement, Sublessor
shall either approve or disapprove (upon the terms set forth herein) such
sublease or, provided that either Sublessor, Reuters America, Inc. or an
Affiliate of either will occupy the Subleased Premises, exercise its right to
sublet (in its own name or that of its Affiliate designee) such portion of the
Subleased Premises ("Recapture Space") from Sublessee on the terms and
conditions set forth in the Sublessee Statement, subject to the further
provisions of subsection d(i) below. If Sublessor shall fail to notify Sublessee
within said fifteen (15) business day period of Sublessor's intention to
exercise its rights pursuant to this Section 20(d) or of Sublessor's consent to
or disapproval of the proposed subletting pursuant to the Sublessee Statement,
or if Sublessor shall have consented to such subletting, Sublessee shall have
the right to sublease that portion of the Subleased Premises on the same terms
and conditions set forth in the Sublessee Statement, subject to the terms and
conditions of this Sub-Sublessee, including, without limitation, the terms and
conditions of Section 20(e) hereof. If Sublessee shall not enter into such
sublease within one hundred fifty (150) days after the delivery of the Sublessee
Statement to Sublessor, then the provisions of this Section 20(d) shall again be
applicable to any other proposed subletting or assignment. If Sublessee shall
enter into such sublease within one hundred fifty (150) days as aforesaid,
Sublessee shall deliver a true, complete and fully executed counterpart of such
sublease to Sublessor within ten (10) days after execution thereof.

            (i) If Sublessor exercises its option to sublet the Recapture Space
for occupancy by Sublessor, Reuters America, Inc. or an Affiliate of either,
such sublease to Sublessor, Reuters America, Inc. or its or their Affiliates, as
subtenant (each, a "Recapture Sublease") shall:

                  (A) be at a rental equal to the lesser of the sublease rent
         set forth in the Sublessee Statement and the rent reserved under this
         Sub Sublease and otherwise be upon the same terms and conditions as
         those contained in this Sub-Sublease (as modified by the Sublessee
         Statement, except such as are irrelevant or inapplicable and except as
         otherwise expressly set forth to the contrary in this subsection d(i));

                  (B) give the subtenant the unqualified and unrestricted right,
         without Sublessee's permission, but subject to only those terms of the
         Sublease and the Prime Lease incorporated herein which are related to
         consent or approval by the Sublessor or Prime Lessor, to assign such
         sublease and to further sublet the Recapture


                                      -18-
<PAGE>

         Space or any part thereof to an Affiliate and, subject to all consents
         of the Prime Landlord and Prime Tenant required by the Sublease and the
         Prime Lease, to make any and all changes, alterations, and improvements
         in the Recapture Space as Sublessor shall desire;

                  (C) provide in substance that any such changes, alterations
         and improvements made in the Recapture Space may be removed, in whole
         or in part, prior to or upon the expiration or other termination of the
         Recapture Sublease provided that any material damage and injury caused
         thereby shall be repaired;

                  (D) provide that (i) the parties to such sublease expressly
         negate any intention that any estate created under such sublease be
         merged with any other estate held by either of said parties, (ii) prior
         to the commencement of the term of the Recapture Sublease, Sublessee,
         at its sole cost and expense (unless the Sublessee Statement provides
         otherwise), shall make such alterations as may be required to
         physically separate the Recapture Space, if such Space constitutes a
         portion of the Subleased Premises, from the balance of the Subleased
         Premises and to provide appropriate means of ingress to and egress
         thereto and to the public portions of the balance of the floor such as
         toilets, janitor's closets, telephone and electrical closets, fire
         stairs, elevator lobbies, etc., (iii) at the expiration of the term of
         such sublease, Sublessee shall accept the Recapture Space in its then
         existing condition, broom clean, and, if such expiration is within
         twelve (12) months of the end of the Term, in the condition required
         under the Sublease and Prime Lease, if different; and

                  (E) provide that the subtenant or occupant may use and occupy
         the Recapture Space for any lawful purpose (without regard to any
         limitation set forth in the Sublessee Statement), to the extent
         permitted under the Sublease and the Prime Lease.

            (ii) Performance by Sublessor, or its designee, under a Recapture
Sublease shall be deemed performance by Sublessee of any similar obligation
under this Sub-Sublease and Sublessee shall not be liable for any default under
this Sub-Sublease or deemed to be in default hereunder if such default is
occasioned by or arises from any act or omission of the subtenant under the
Recapture Sublease or is occasioned by or arises from any act or omission of any
occupant under the Recapture Sublease. Sublessor shall indemnify and hold
harmless Sublessee from and against any and all liability, fines, suits, claims,
demands, actions and reasonable, out-of-pocket damages, costs and expenses
(including, but not limited to, reasonable attorneys' fees and expenses) of any
kind and nature that are the direct and proximate result of such default.

            (iii) If Sublessor is unable to give Sublessee possession of the
Recapture Space at the expiration of the term of the Recapture Sublease by
reason of the holding over or retention of possession of any tenant or other
occupant, then (w) Sublessor shall continue to pay all charges previously
payable, and comply with all other obligations, under the Recapture Sublease
until the date upon which Sublessor shall give Sublessee possession of the
Recapture Space free of occupancies, (x) neither the Expiration Date nor the
validity of this Sub-Sublease shall be affected, (y) Sublessee waives any rights
under Section 223-a of the Real Property Law


                                      -19-
<PAGE>

of New York, or any successor statute of similar import, to rescind this
Sub-Sublease and further waives the right to recover any damages from Sublessor
which may result from the failure of Sublessor to deliver possession of the
Recapture Space at the end of the term of the Recapture Sublease, and (z)
Sublessor, at Sublessor's expense, shall use its reasonable efforts to deliver
possession of the Recapture Space to Sublessee and in connection therewith, if
necessary, shall institute and diligently and in good faith prosecute holdover
and any other appropriate proceedings against the occupant of such space; if
Sublessor fails to prosecute such proceedings in such manner and such failure
continues after reasonable notice thereof by Sublessee, Sublessee may prosecute
such proceedings in Sublessor's name and at Sublessor's expense. Notwithstanding
the foregoing, Sublessor will indemnify and hold harmless Sublessee from and
against any and all claims of Prime Landlord or Prime Tenant (including, but not
limited to, reasonable attorneys' fees and expenses actually incurred by
Sublessee in connection therewith) of any kind or nature which are brought
against Sublessee and which arise out of such holdover.

            (iv) The failure by Sublessor to exercise its option under Section
20(d) with respect to any subletting shall not be deemed a waiver of such option
with respect to any extension of such subletting or any subsequent subletting of
the Subleased Premises affected thereby.

      (e) Conditions to Assignment or Subletting.

            (i) In the event that Sublessor does not exercise its option
pursuant to subsection (d) above and provided that Sublessee is not in default
hereunder beyond the expiration of applicable notice and cure periods,
Sublessor's consent to the proposed assignment or subletting shall not be
unreasonably withheld or delayed, provided that the conditions set forth in
subsection (e)(ii) below in this Section 20 and all the following conditions are
satisfied:

                  (A) in Sublessor's reasonable judgment, the proposed assignee
         or subtenant is engaged in a business or activity, and the Subleased
         Premises will be used in a manner, that is permitted under this
         Sub-sublease, the Sublease and the Prime Lease and does not violate any
         restrictions set forth in this Sub-Sublease, the Sublease, the Prime
         Lease or any mortgage encumbering the Building, the Sublease, or the
         Prime Lease, or any negative covenant as to use of the Subleased
         Premises required by any other lease at the Building of which, in any
         such case, Sublessee has been made aware;

                  (B) the proposed assignee or subtenant is a reputable person
         with sufficient financial means to perform all of its obligations under
         this Sub-Sublease or the sublease, as the case may be, and Sublessor
         has been furnished with reasonable proof thereof;

                  (C) the proposed assignee or subtenant is not a person (or
         Affiliate of a person) with whom Sublessor or Sublessor's agent is
         then, or has been within the prior six (6) months, negotiating in
         connection with the rental of space in the Building;

                                      -20-
<PAGE>

                  (D) the aggregate consideration to be paid by the proposed
         subtenant under the terms of the proposed sublease shall not be
         materially less than the aggregate fixed rent and additional rent at
         which Sublessor is then offering to sublease other space in the
         Building (the "Market Sub-rent"), determined as though the Subleased
         Premises were vacant and in their then "as is" condition, and taking
         into account (1) the length of the term of the proposed sublease and
         (2) the location of the Subleased Premises in the Building;

                  (E) Sublessee shall, upon demand, reimburse Sublessor for all
         reasonable, out-of-pocket expenses incurred by Sublessor in connection
         with such assignment or sublease, including any investigations as to
         the acceptability of the proposed assignee or subtenant, reviewing any
         plans and specifications for alterations proposed to be made in
         connection therewith, and all legal costs reasonably incurred in
         connection with the granting of any requested consent;

                  (F) DELETED.

                  (G) Sublessee shall not be entitled to further sublease the
         Subleased Premises to more than three (3) subtenants on each floor of
         the Subleased Premises, and Sublessee shall be responsible, at its sole
         cost and expense, but subject to all provisions of this Sub-Sublease,
         the Sublease and the Prime Lease governing alterations or improvements
         to the Subleased Premises, to make any and all modifications to the
         Subleased Premises necessary to separately demise any portion of the
         Subleased Premises further subleased by Sublessor pursuant to the terms
         of this Sub-Sublease. At the expiration or earlier termination of the
         Term hereof, Sublessee shall remove any demising corridors, demising
         walls and doors installed by Sublessee in connection with its further
         subleasing of any portion of the Subleased Premises, along with all
         related components thereof, shall reinstall any staircases removed by
         Sublessee and shall fully restore the Subleased Premises to the
         configuration, layout and condition of the Subleased Premises existing
         on the Commencement Date, reasonable wear and tear excepted.

            (ii) With respect to each and every assignment and subletting
authorized by Sublessor under the provisions of this Sub-Sublease, it is further
agreed that:

                  (A) the form of the proposed assignment or sublease shall be
         reasonably satisfactory to Sublessor and shall comply with the
         provisions of this Section 20;

                  (B) no sublease shall be for a term ending later than one (1)
         day prior to the Expiration Date;

                  (C) no sublease shall be delivered to any subtenant, and no
         subtenant shall take possession of any part of the Subleased Premises,
         until an executed counterpart of such sublease has been delivered to
         Sublessor and approved in writing by Sublessor (and, to the extent
         required, Prime Landlord and Prime Tenant);

                                      -21-
<PAGE>


                  (D) if at any time prior to the effective date of such
         assignment or subletting, Sublessee shall be in default hereunder
         beyond the expiration of applicable notice and cure periods, then
         Sublessor's consent thereto, if previously granted, shall be
         immediately deemed revoked without further notice to Sublessee, and if
         such assignment or subletting would have been permitted without
         Sublessor's consent pursuant to subsection(h) below, such permission
         shall be void and without force and effect, and in either such case,
         any such assignment or subletting shall constitute a further default
         hereunder; and

                  (E) each sublease shall be subject and subordinate to this
         Sub-Sublease and to the matters to which this Sub-Sublease is or shall
         be subordinate, it being the intention of Sublessor and Sublessee that
         Sublessee shall assume and be liable to Sublessor for any and all acts
         and omissions of all subtenants and anyone claiming under or through
         any subtenants that, if performed or omitted by Sublessee, would be a
         default under this Sub-Sublease; and Sublessee and each subtenant shall
         be deemed to have agreed that upon the occurrence of a default
         hereunder, upon the expiration of any notice and cure periods,
         Sublessee shall be deemed to have thereupon assigned to Sublessor, and
         Sublessor may, at its option, accept such assignment of, all right,
         title and interest of Sublessee as sublandlord under such sublease,
         together with all modifications, extensions and renewals thereof then
         in effect, and such subtenant shall, at Sublessor's option, attorn to
         Sublessor pursuant to the then executory provisions of such sublease,
         except that Sublessor shall not be (1) liable for any previous act or
         omission of Sublessee under such sublease, (2) subject to any
         counterclaim, offset or defense not expressly provided in such
         sublease, which theretofore accrued to such subtenant against
         Sublessee, (3) bound by any previous modification of such sublease not
         consented to by Sublessor, or by any prepayment of more than one (1)
         month's rent and additional rent under such sublease, (4) bound to
         return such subtenant's security deposit, if any, except to the extent
         that Sublessor shall receive actual possession of such deposit and such
         subtenant shall be entitled to the return of all or any portion of such
         deposit under the terms of its sublease, or (5) obligated to make any
         payment to or on behalf of such subtenant, or to perform any work in
         the subleased space or any other part of the Building, or in any way to
         prepare the subleased space for occupancy, beyond Sublessor's
         obligations under this Sub-Sublease. The provisions of this subsection
         shall be self-operative, and no further instrument shall be required to
         give effect hereto, provided that the subtenant shall execute and
         deliver to Sublessor any instruments Sublessor may reasonably request
         to evidence and confirm such subordination and attornment.

            (f) No Release of Sublessee; Indemnification of Sublessor.
Notwithstanding any assignment or subletting or any acceptance of rent by
Sublessor from any assignee or subtenant, Sublessee shall remain fully liable
for the payment of all Base Rent and other rent due and for the performance of
all other terms, covenants and conditions contained in this Sub-Sublease on
Sublessee's part to be observed and performed, and any default under any term,
covenant or condition of this Sub-Sublease by any subtenant shall be deemed a
default under this Sub-Sublease by Sublessee. Sublessee shall indemnify, defend,
protect and hold harmless Sublessor from and against any and all losses,
liabilities, damages, claims, judgments, fines, suits, demands, costs, interest
and expenses of any kind or nature (including reasonable


                                      -22-
<PAGE>

attorneys' fees and disbursements) resulting from any claims that may be made
against Sublessor by the proposed assignee or subtenant or by any brokers or
other persons claiming commissions or similar compensation in connection with
the proposed assignment or sublease, irrespective of whether Sublessor shall
give or decline to give its consent to any proposed assignment or sublease. The
provisions of this Section shall not apply with respect to Recapture Subleases.

         (g) Sublessee's Failure to Complete. If Sublessor consents to a
proposed assignment or sublease and Sublessee fails to execute and deliver to
Sublessor such assignment or sublease within one hundred fifty (150) days after
the giving of such consent, then Sublessee shall again comply with all of the
provisions and conditions of this Section 20 before assigning this Sub-Sublease
or subletting all or part of the Subleased Premises.

         (h) Profits. If Sublessee shall enter into any assignment or sublease
permitted hereunder or consented to by Sublessor, Sublessee shall, within sixty
(60) days of Sublessor's consent to such assignment or sublease, deliver to
Sublessor a complete list of Sublessee's reasonable, market-rate, third-party
brokerage fees, legal fees and work letter or tenant improvement amounts paid or
to be paid in connection with such transaction ("Sublessee's Transfer
Expenses"), together with a list of all of Sublessee's property to be
transferred to such assignee or sublessee. Sublessee shall deliver to Sublessor
evidence of the payment of Sublessee's Transfer Expenses promptly after the same
are paid. In consideration of such assignment or subletting, Sublessee shall pay
to Sublessor:

            (i) in the case of an assignment, on the effective date of the
assignment, an amount equal to 50% of all sums and other consideration paid to
Sublessee by the assignee for or by reason of such assignment (including sums
paid for the sale or rental of Sublessee's property, less, in the case of a sale
thereof, the then fair market value thereof, as reasonably determined by
Sublessor), after first deducting therefrom Sublessee's Transfer Expenses; or

            (ii) in the case of a sublease, 50% all consideration payable under
the sublease to Sublessee by the subtenant which exceeds, on a
per-square-foot-basis, Base Rent accruing hereunder during the term of such
sublease (together with 50% of any sums paid for the sale or rental of
Sublessee's property, less, in the case of the sale thereof, 50% of the fair
market value thereof at the time of such sale, as reasonably determined by
Sublessor), after first deducting therefrom the Sublessee's Transfer Expenses.
The sums payable under this clause shall be paid by Sublessee to Sublessor as
and when paid by the subtenant to Sublessee.

         (i) Consent Not Required. Sublessor's consent shall not be required
for, nor shall the provisions of subsections (d) and (h) of this Section 20
apply to, an assignment of this Sub-Sublease or the subletting by Sublessee of
all or part of the Subleased Premises to (A) an entity into or with which
Sublessee is merged or consolidated and which meets the requirements set forth
in the parenthetical within Section 11.03(D)(i) of the Prime Lease, or (B) any
entity to which substantially all of Sublessee's assets are transferred, so long
as the successor to Sublessee has a net worth computed in accordance with
generally accepted accounting principles at least equal to the greater of (1)
the net worth of Sublessee immediately prior to such merger, consolidation or
transfer, and (2) the net worth of the original Sublessee on the date of this
Sub-Sublease, provided that, for a transaction contemplated either under clause
(A) or (B),


                                      -23-
<PAGE>

notice of such assignment or subletting and proof reasonably satisfactory to
Sublessor of such net worth is delivered to Sublessor at least ten (10) days
prior to the effective date of any such transaction. Nor shall Sublessor's
consent be required for, or the provisions of subsections (d) and (h) of this
Section 20 apply to, an assignment of this Sub-Sublease or the subletting by
Sublessee of all or part of the Subleased Premises to an Affiliate (defined
below). "Affiliate" means, with respect to any person or entity, any other
person or entity that, directly or indirectly (through one or more
intermediaries), Controls, is controlled by, or is under common control with,
such first person or entity. Nor shall Sublessor's consent be required for, or
the provisions of subsections (d) and (h) of this Section 20 apply to, the sale
of stock and related corporate structuring in connection with an initial public
offering by Subtenant so long as such structuring and transaction were effected
for a legitimate, independent business purpose and not for the purpose of
avoiding the restrictions on assignment and subletting contained herein.
Finally, in the event that Sublessee desires to consummate any sale, assignment,
transfer, merger, consolidation, reorganization, financing or other transaction
involving stock or other interests in Sublessee that otherwise would require
approval hereunder or under the Prime Lease or Sublease, such transaction will
be permitted without the requirement of approval from Sublessor and without the
applicability of the provisions of subsections (d) and (h) of this Section 20,
provided that Sublessee deposits with Sublessor (or as Sublessor directs) a
clean, irrevocable letter of credit in form and substance substantially the same
as the Credit and from the same issuer or another issuer reasonably acceptable
to Sublessor, in an amount equal to all rent and other payments payable
hereunder through the Expiration Date, as reasonably estimated by Sublessor.
Such amount either will be applied to such payments or reduced from time to
time, but no more often than once annually, as Sublessee makes such required
payments. If Sublessee defaults in respect of any provisions of this
Sub-Sublease beyond applicable notice and cure periods, then the foregoing
letter of credit may be drawn upon and applied by Sublessor in the same manner
and to the same extent as the Credit and such letter of credit, in such event,
shall be deemed to be an additional security deposit hereunder.

         (j) Partial Sublettings. Notwithstanding anything herein to the
contrary, Sublessor's consent shall not be required for the further subletting
by Sublessee of any one or more portions of the Subleased Premises which, in the
aggregate, include not more than the lesser of (i) 20% of the rentable square
footage of the Subleased Premises at the time of such further subletting and
(ii) 12,400 rentable square feet, and Sublessor shall have no right to recapture
any such space pursuant to subsection (d) of this Section 20; provided, however,
that Sublessee shall be responsible, at its sole cost and expense, (A) for
obtaining the consent of Prime Landlord and Prime Tenant to any such further
subletting, (B) to complete any modifications to the Subleased Premises required
to separately demise any such space, subject, however, to all terms and
provisions of this Sub-sublease governing alterations and modifications to the
Subleased Premises, and (C) to restore any such space on or prior to the
Expiration Date if and to the extent required by the terms of this Sub-sublease.

         (k) Assumption of Obligations; Copies of Sublease. Any assignment of
this Sub-Sublease, whether made with Sublessor's consent or without Sublessor's
consent, if and to the extent permitted hereunder, shall not be effective unless
and until the assignee executes, acknowledges and delivers to Sublessor an
agreement in form and substance satisfactory to Sublessor whereby the assignee
(i) assumes Sublessee's obligations under this Sub-Sublease, and (B) agrees
that, notwithstanding such assignment, the provisions of this


                                      -24-
<PAGE>

Section 20 shall be binding upon it in respect of all future assignments and
transfers. Any sublease by Sublessee of all or part of the Subleased Premises,
whether made with Sublessor's consent or without Sublessor's consent, if and to
the extent permitted hereunder, shall not be effective unless and until
Sublessee delivers to Sublessor a copy thereof, certified by Sublessee to be,
true, correct and complete.

      21. CAFETERIA AND EXECUTIVE CONFERENCE CENTER.

         (a) Cafeteria. During the Term and for no additional consideration
hereunder, Sublessee's employees shall have the right to avail themselves of the
services of the cafeteria located in the Demised Premises on the 16th Floor of
the Building, at the same pricing as employees of Sublessor and other users of
the cafeteria enjoy, provided that such employees shall at all times observe the
rules and regulations then in effect with respect to the use of the cafeteria.
In connection with such use of the cafeteria, Sublessor will take such actions
as may reasonably be necessary or appropriate, and cooperate with Sublessee, in
order to arrange for Sublessee's employees to be issued such identification
cards as may be required to obtain entry to the cafeteria, which is not open to
the general public.

         (b) Executive Conference Center. During the Term, Sublessee shall have
the right to avail itself of the executive conference center currently located
on the 30th floor of the Building. Since such conference center is operated by a
third-party operator, Sublessee shall contract directly with such operator for
the use of the conference center facilities. Sublessee acknowledges and agrees
that Sublessor shall not be responsible or liable in any manner for the terms of
Sublessee's use of the conference center or for the unavailability or relocation
of the conference center.

      22. CLEANING. Sublessor shall provide or cause to be provided cleaning
service for the Subleased Premises during the Term in accordance with the
specifications attached hereto as Exhibit D, at no additional cost to Sublessee.

      23. DELETED.

      24. NO ORAL MODIFICATION. This Sub-Sublease cannot be changed or
terminated orally or in any manner other than by a written agreement executed by
both parties.

      25. NEW YORK LAW. This Sub-Sublease shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York.

      26. COUNTERPARTS. This Sub-Sublease may be executed in several
counterparts, each of which, when taken together, shall be deemed an original
and constitute one and the same document. Facsimile signatures on these
instruments shall be binding with the same force and effect as original
signatures.

      27. ENTIRE AGREEMENT. This Sub-Sublease constitutes the entire agreement
between the parties with respect to the Subleased Premises and all
representations and understandings have been merged herein.

                                      -25-
<PAGE>

      28. AUTHORITY. Each party to this Sub-Sublease represents that it is
authorized to execute, deliver and perform pursuant to this Sub-Sublease.

      29. NO RECORDING. Neither this Sub-Sublease nor any memorandum thereof
shall be recorded by either party hereto.

      30. NON-DISTURBANCE. Sublessor shall request for Sublessee from each of
Prime Lessor and Prime Tenant a non-disturbance and attornment agreement from
such entities. The form of non-disturbance and attornment agreement requested by
Sublessee shall be, as applicable, Prime Lessor's or Prime Tenant's standard
form, or if no such standard form exists, in form and substance reasonably
acceptable to Sublessor (a "Non-Disturbance Agreement"). If Sublessor is unable
in good faith to obtain any such Non-Disturbance Agreement by making such a
request, Sublessor shall have no liability to Sublessee and this Sublease shall
remain in full force and effect, it being intended that Sublessor's sole
obligation shall be to request that Prime Lessor and Prime Tenant enter into
such Non-Disturbance Agreements. In no event shall Sublessor be required to
commence any litigation in order to obtain a Non-Disturbance Agreement, nor
shall Sublessor be required to take any step that may, in Sublessor's judgment,
have an adverse effect on its relationship with Prime Lessor or Prime Tenant.

      31. SUB-SUBLEASE CONDITIONED ON OBTAINING CONSENTS. This Sub-Sublease and
the effectiveness hereof is expressly conditioned upon Sublessor's obtaining the
Consents. Sublessor shall use commercially reasonable efforts to obtain such
Consents, and Sublessee shall reasonably cooperate with Sublessor in such
efforts and, in connection therewith, provide such financial information and
enter into such Consent agreements in form and substance reasonably acceptable
to Sublessee as Prime Landlord and Prime Tenant may reasonably require. If such
Consents have not been obtained within thirty (30) days after the date hereof,
then until such Consents have been obtained, either party may thereafter
terminate this Sub-Sublease on not less than five (5) days prior notice to the
other party. If the Consents are obtained during such five (5) day period, then
this Sub-Sublease shall remain in full force and effect notwithstanding such
notice of termination. Sublessor represents and warrants that no other consent
by any holder of superior title to the Demised Premises or the Building is
required for this Sub-sublease to be effective.

      32. DELETED.

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

                                                SUBLESSOR:

                                                INSTINET GLOBAL HOLDINGS, INC.



                                                By:  /s/ JOHN FAY
                                                     ---------------------------
                                                        Name: John Fay
                                                        Title: CFO



                                                SUBLESSEE:

                                                EYETECH PHARMACEUTICALS, INC.



                                                By:  /s/ DAVID R. GUYER
                                                     ---------------------------
                                                        Name: David R. Guyer
                                                        Title: CEO





                                      -26-

<PAGE>

                                   SCHEDULE 1

                                    BASE RENT
<TABLE>
<CAPTION>
 Lease      Annual Base          Monthly Base    Annual Base      Monthly Base     Annual Base      Monthly Base
 Year*     Rent For Spaces         Rent For        Rent For         Rent For        Rent For          Rent For
              A and B           Spaces A and B     Space A          Space A          Space B          Space B
              -------           --------------     -------          -------          -------          -------
<S>        <C>                  <C>              <C>              <C>              <C>              <C>
  1         $2,852,000.00        $237,666.67     1,426,000.00      118,833.33      1,426,000.00      118,833.33
  2          2,894,780.00         241,231.67     1,447,390.00      120,615.83      1,447,390.00      120,615.83
  3          2,938,180.00         244,848.33     1,469,090.00      122,424.16      1,469,090.00      122,424.16
  4          2,982,200.00         248,516.67     1,491,100.00      124,258.33      1,491,100.00      124,258.33
  5          3,026,840.00         252,236.67     1,513,420.00      126,118.33      1,513,420.00      126,118.33
  6          3,387,060.00         282,255.00     1,693,530.00      141,127.50      1,693,530.00      141,127.50
  7          3,437,900.00         286,491.67     1,718,950.00      143,245.83      1,718,950.00      143,245.83
  8          3,489,360.00         290,780.00     1,744,680.00      145,390.00      1,744,680.00      145,390.00
  9          3,541,440.00         295,120.00     1,770,720.00      147,560.00      1,770,720.00      147,560.00
  10         3,594,760.00         299,563.33     1,797,380.00      149,781.66      1,797,380.00      149,781.66
  11         3,953,740.00         329,478.33     1,976,870.00      164,739.16      1,976,870.00      164,739.16
  12         4,003,340.00         333,611.67     2,001,670.00      166,805.83      2,001,670.00      166,805.83
  13         4,053,560.00         337,796.67     2,026,780.00      168,898.33      2,026,780.00      168,898.33
  14         4,092,000.00         341,000.00     2,046,000.00      170,500.00      2,046,000.00      170,500.00
  15         4,092,000.00         341,000.00     2,046,000.00      170,500.00      2,046,000.00      170,500.00
  16         4,402,000.00         366,833.33     2,201,000.00      183,416.66      2,201,000.00      183,416.66
  17         4,402,000.00         366,833.33     2,201,000.00      183,416.66      2,201,000.00      183,416.66
 18**        4,402,000.00         366,833.33     2,201,000.00      183,416.66      2,201,000.00      183,416.66
</TABLE>

*     "Lease Year" shall mean the 12-month period commencing on the Commencement
      Date and each succeeding 12-month period.

**    Partial year



                                      -27-
<PAGE>



                                   SCHEDULE 2

                                SUBLESSOR'S WORK

                 (WITH RESPECT TO THE ENTIRE SUBLEASED PREMISES)

Sublessor shall sheet rock off (matching surfaces aesthetically), at its sole
cost and expense, all existing internal stairways affecting the twelfth and
thirteenth floors other than stairways between the twelfth and thirteenth
floors, except that Sublessor shall install a temporary security door blocking
access between the twelfth and thirteenth floors which will be removed by
Sublessor upon the Space B Commencement Date.

                   (WITH RESPECT TO THE THIRTEENTH FLOOR ONLY)

Sublessor to perform such work as required in thirteenth floor reception area
such that thirteenth floor reception area substantially matches twelfth floor
reception area.


<PAGE>


                                    EXHIBIT A

                                   PRIME LEASE


<PAGE>

                               AGREEMENT OF LEASE

                                     BETWEEN

                         3 TIMES SQUARE ASSOCIATES, LLC,

                                      OWNER

                                   ----------

                                       AND

                              INSTINET CORPORATION,

                                     TENANT

                                    PREMISES

            PORTION OF THE 3RD FLOOR AND ENTIRE 4TH-17TH FLOORS AND
                28TH-30TH FLOORS OF THE BUILDING TO BE KNOWN AS
                                 3 TIMES SQUARE
                               NEW YORK, NEW YORK

                             DATED FEBRUARY 18, 1998

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>               <C>
ARTICLE 1         DEMISED PREMISES, TERM, RENTS
ARTICLE 2         USE AND OCCUPANCY
ARTICLE 3         ALTERATIONS
ARTICLE 4         OWNERSHIP OF IMPROVEMENTS
ARTICLE 5         REPAIRS
ARTICLE 6         COMPLIANCE WITH LAWS
ARTICLE 7         SUBORDINATION, ATTORNMENT, ETC.
ARTICLE 8         PROPERTY LOSS, ETC.
ARTICLE 9         DESTRUCTION-FIRE OR OTHER CASUALTY
ARTICLE 10        EMINENT DOMAIN
ARTICLE 11        ASSIGNMENT AND SUBLETTING
ARTICLE 12        OWNER'S INITIAL CONSTRUCTION
ARTICLE 13        ACCESS TO DEMISED PREMISES
ARTICLE 14        VAULT SPACE
ARTICLE 15        CERTIFICATE OF OCCUPANCY
ARTICLE 16        DEFAULT
ARTICLE 17        REMEDIES
ARTICLE 18        DAMAGES
ARTICLE 19        FEES AND EXPENSES: INDEMNITY
ARTICLE 20        ENTIRE AGREEMENT
ARTICLE 21        END OF TERM
ARTICLE 22        QUIET ENJOYMENT
ARTICLE 23        OPERATING AND GROUND LEASE RENTAL PAYMENTS
ARTICLE 24        NO WAIVER
ARTICLE 25        MUTUAL WAIVER OF TRIAL BY JURY
ARTICLE 26        INABILITY TO PERFORM
ARTICLE 29        UTILITIES AND SERVICES
ARTICLE 30        TABLE OF CONTENTS, ETC.
ARTICLE 31        MISCELLANEOUS DEFINITIONS, SEVERABILITY AND
                  INTERPRETATION PROVISIONS
ARTICLE 32        ADJACENT EXCAVATION
ARTICLE 33        BUILDING RULES
ARTICLE 34        BROKER
ARTICLE 35        AFFIRMATIVE ACTION
ARTICLE 36        ARBITRATION, ETC.
ARTICLE 37        PARTIES BOUND
ARTICLE 38        INITIAL OPTION SPACE
ARTICLE 39        ADDITIONAL OPTION SPACE
ARTICLE 40        TENANT'S APPROVAL RIGHTS OVER RETAIL TENANTS
ARTICLE 41        RENEWAL OPTIONS
</TABLE>

                                      - i -

<PAGE>

<TABLE>
<S>               <C>
ARTICLE 42        SIGNAGE
ARTICLE 43        TENANT'S SINGLE OPTION FOR 1999 OPTION SPACE
ARTICLE 44        TENANT'S SINGLE OPTION FOR 2000 OPTION SPACE
ARTICLE 45        ROOF RIGHTS
ARTICLE 46        EMERGENCY GENERATOR AND FUEL OIL STORAGE TANKS
ARTICLE 47        STORAGE SPACE
ARTICLE 48        THIRD FLOOR SPACE
ARTICLE 49        SPECIAL USE OF FIRE STAIRS
ARTICLE 50        LIMITATION ON SALE OF BUILDING
ARTICLE 51        SECURITY

SCHEDULE A        COMPUTATION OF FIXED RENT FOR INITIAL AND FINAL RENT
                  PERIODS
SCHEDULE B        RENTABLE SQUARE FOOTAGE AND TENANT'S
                  PROPORTIONATE SHARE
SCHEDULE C        UNDERLYING DOCUMENTS
SCHEDULE D        RETAIL TENANCY CRITERIA
SCHEDULE E        CLEANING SERVICES
SCHEDULE F        BUILDING RULES
SCHEDULE G        SIGN CRITERIA

ADDENDUM A        OWNER'S INITIAL CONSTRUCTION

EXHIBIT 1         INTENTIONALLY OMITTED
EXHIBIT 2         APPROVED TENANT RECOGNITION AGREEMENT
EXHIBIT 3         FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 4         RETAIL SPACE ON SOUTHWEST CORNER OF 43RD STREET AND SEVENTH AVENUE
EXHIBIT 5         FORM OF LETTER OF CREDIT
</TABLE>

                                       ii

<PAGE>

         LEASE dated as of the 18th day of February, 1998, between 3 TIMES
SQUARE ASSOCIATES, LLC, a Delaware limited liability company having its
principal office at 345 Park Avenue, Borough of Manhattan, City, County, and
State of New York, as landlord (referred to as "Owner"), and INSTINET
CORPORATION, a Delaware corporation, having its principal office at 875 Third
Avenue, New York, New York, as tenant (referred to as "Tenant").

                                   WITNESSETH:

Owner and Tenant hereby covenant and agree as follows:

                                   ARTICLE 1

                          DEMISED PREMISES, TERM, RENTS

         Section 1.01. Demised Premises: Owner hereby leases to Tenant and
Tenant hereby hires from Owner the entire fourth (4th), fifth (5th), sixth
(6th), seventh (7th), eighth (8th), ninth (9th), tenth (10th), eleventh (11th),
twelfth (12th), thirteenth (13th), fourteenth (14th), fifteenth (15th),
sixteenth (16th), seventeenth (17th), twenty-eighth (28th), twenty-ninth (29th)
and thirtieth (30th) floors (said last three (3) floors being the highest floors
containing office space in the Building), Storage Space (as defined in Article
47 hereof) and the Third Floor Space (as defined in Article 48 hereof) in the
building to be constructed by Owner and to be located on the northwest corner of
Seventh Avenue and 42nd Street and to be known as 3 Times Square, in the Borough
of Manhattan, City of New York (said building is referred to as the "Building",
and the Building together with the plot of land upon which it stands and all
other land and development rights demised in the Ground Lease referred to in
Article 7 is referred to collectively as the "Real Property"), at the annual
rental rate or rates set forth in Section 1.03, and upon and subject to all of
the terms, covenants and conditions contained in this Lease. The premises leased
to Tenant, together with all appurtenances, fixtures, improvements, additions
and other property attached thereto or installed therein at the commencement of,
or at any time during, the term of this Lease, other than Tenant's Personal
Property (as defined in Article 4), are referred to, collectively, as the
"Demised Premises".

<PAGE>

                                       2

<PAGE>

                  C.       Tenant waives any right to rescind this Lease under
Section 223-a of the New York Real Property Law or any successor statute of
similar import then in force and further waives the right to recover any damages
which may result from Owner's failure to deliver possession of the Demised
Premises on the date set forth in Subsection A of this Section, or in any notice
given pursuant to Subsection B of this Section, for the commencement of the
Demised Term.

                                       3
<PAGE>

                                       4

<PAGE>

                  C.       In the event that the Commencement Date shall occur
on a date other than the first (1st) day of any calendar month, Tenant shall
pay to Owner, on the Commencement Date a sum equal to the product of (i) the
monthly installment of Fixed Rent for the calendar month in which the
Commencement Date shall occur multiplied by (ii) the fraction, the numerator of
which is the number of days in the calendar month occurring from the
Commencement Date to the last day of such calendar month, both dates inclusive,
and the denominator of which is the actual number of days in the calendar month
in which the Commencement Date shall occur. Such payment, shall constitute
payment of the Fixed Rent for the period from the Commencement Date to and
including the last day of the calendar month in which the Commencement Date
shall occur.

                  D.       (1)      Tenant shall deposit with Owner each year as
long as the then holder(s) of the permanent financing of the Real Property shall
require the establishment of a capital reserve for capital improvements, a sum
(referred to as the "Capital Sum") equal to (a) $.20 multiplied by (b) the then
number of rentable square feet of the Demised Premises, as said number may be
adjusted from time to time during the Demised Term pursuant to the provisions of
this Lease. Unless the then holder(s) of the construction financing or initial
permanent financing of the Real Property shall direct a different payment
schedule, Tenant shall deposit such monies monthly in the same manner and time
as Tenant shall pay the monthly installment of Fixed Rent; provided, however, in
no event shall Tenant be required to deposit more than such $.20 per rentable
square foot in any calendar year, subject to the last sentence of this
Subsection D. The Capital Sum shall be held in an interest bearing account in a
bank selected by Owner or the then holder(s) of the construction financing or
initial permanent financing of the Real Property. Owner shall apply the Capital
Sum against any increases in the Fixed Rent payable pursuant to the provisions
of Section 23.04 by reason of the inclusion in Operating Expenses (hereinafter
defined) of any "Included Improvements" referred to in Section 23.01(F)(c)(ii),
without affecting Tenant's liability for the payment of all remaining increases
in the Fixed Rent with respect for Included Improvements and any other items of
Operating Expenses pursuant to Section 23.04 after such applications. The
Capital Sum shall be deemed increased annually by the percentage increase in the
Consumer Price Index (as hereinafter defined) for the month in which the first
anniversary of the Commencement Date, and each subsequent anniversary date
thereof, occurs over the Consumer Price Index for the month of September, 1997.

                                        5
<PAGE>

                           (2)      All interest earned on the Capital Sum shall
be for the account of Tenant. Prior to each calendar year Owner shall remit a
statement to Tenant of the amount of interest earned on the Capital Sum during
the preceding calendar year, which amount shall be credited against the next
installments of the Capital Sum due from Tenant hereunder. At the earlier of (i)
the expiration or sooner termination of this Lease or (ii) the maturity date of
the initial permanent financing with respect to the Real Property, Owner shall
return to Tenant any portions of the Capital Sum so remaining in the account.

         Section 1.04. Tenant's General Covenant: Tenant covenants (i) to pay
the Fixed Rent, any increases in the Fixed Rent, and any additional rent payable
pursuant to the provisions of this Lease, and (ii) to observe and perform, and
to permit no violation of, the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed.

         Section 1.05. A.  (1)      The parties recognize that Owner's Initial
Construction will be completed in stages and it is the intention of the parties
hereto that Tenant will take occupancy of various portions of the Demised
Premises at different times prior to or subsequent to the Commencement Date. Any
such portions of the Demised Premises shall (i) be comprised of at least three
(3) full floors of the Demised Premises, (ii) subject to clause (3) of this
Section 1.05(A), not contain any partial floors, (iii) meet the delivery
criteria set forth in Addendum A for Owner's Initial Construction to be
substantially completed, and (iv) be subject to the requirement that a temporary
Certificate of Occupancy for the Building has been issued by the New York City
Building Department (each such portion of the Demised Premises shall be referred
to as an "Occupancy Unit");

                           (2)      Intentionally Deleted.

                           (3)      Owner agrees that the Occupancy Units shall
be delivered in a sequence commencing with the Occupancy Unit which encompasses
the fourth (4th) floor of the Building, and each succeeding Occupancy Unit shall
include floors immediately contiguous to the highest floor contained in the
immediately preceding Occupancy Unit delivered and the Occupancy Unit comprising
the Third Floor Space shall only include the Third Floor Space and shall be
placed in the sequence where reasonably designated by Tenant. During the
performance of Owner's Initial Construction, Owner shall use reasonable efforts
to apprise Tenant of the progress thereof and Tenant, at Tenant's election, may
notify Owner that Tenant wishes any Occupancy Unit to contain less than three
(3) full floors and/or a partial floor; at least sixty (60) days prior to the
Revised Completion Date (as hereinafter defined) applicable to each Occupancy
Unit, Owner shall deliver to Tenant a bona fide, non-binding notice advising
Tenant of the anticipated Revised Completion Date applicable to such Occupancy
Unit, provided that there shall be no liability to Owner if the Revised
Completion Date shall fail to occur by such anticipated date and

                           (4)      Nothing contained in this subsection shall
be deemed to obligate Owner to complete Owner's Initial Construction with
respect to any one or more Occupancy Units by any fixed date prior to or
subsequent to the Commencement Date.

                                       6
<PAGE>

                  B.       Tenant shall have the right to use and occupy each
Occupancy Unit on a date (referred to with respect to each such Occupancy Unit
as the "Revised Completion Date") fixed by Owner in a notice to Tenant which
date shall not be sooner than twenty (20) days next following the date of the
giving of such notice, which notice shall state that Owner has, or prior to the
Revised Completion Date fixed in said notice will have, substantially completed
Owner's Initial Construction as it relates to such Occupancy Unit.

                  C.       If, by the date fixed in any such notice, Owner's
Initial Construction has not been substantially completed with respect to such
Occupancy Unit, such notice shall have no force or effect, and the Revised
Completion Date shall be the date fixed by Owner in a further notice by Owner
not sooner than twenty (20) days next following the date of the giving of such
further notice. Any such use or occupancy shall be deemed to be under all of the
terms, covenants and conditions of this Lease, except that (i) in the event that
(x) the provisions of Subsection B(I) of Section 1.02 shall apply and (y) such
occupancy shall occur before the Commencement Date, then from the period
commencing on the Revised Completion Date and ending on the day immediately
preceding the Acquisition Anniversary Date (as hereinafter defined), Tenant
shall have no obligation to pay any Fixed Rent or increases therein pursuant to
Article 23 applicable to such Occupancy Unit; or (ii) in the event that (x) the
provisions of Subsection B(II) of Section 1.02 shall apply and (y) such
occupancy shall occur prior to the date thirty-nine (39) months next following
the day of Owner's acquisition of the tenant's interest under the Ground Lease
(such date referred to as the "Acquisition Anniversary Date"), then from the
period commencing on the Revised Completion Date and ending on the Acquisition
Anniversary Date, Tenant shall have no obligation to pay any Fixed Rent or
increases therein pursuant to Article 23 applicable to such Occupancy Unit.

                  D.       Addendum A has provided that Tenant may enter the
Building and the Demised Premises at various times prior to the substantial
completion of Owner's Initial Construction to perform certain work therein in
accordance with the provisions of Addendum A (the various earlier times when
Tenant may so enter the Demised Premises pursuant to Addendum A are referred to
individually and collectively as the "Earlier Access Times"). If Owner fails to
deliver any Occupancy Unit to Tenant on the date of substantial completion
thereof, then provided Tenant has requested access to the Occupancy Unit in
question Owner shall indemnify Tenant with respect to the Fixed Rent and
increases therein pursuant to Article 23 applicable to such Occupancy Unit in a
sum equal to one (1) day's Fixed Rent and increases therein pursuant to Article
23 allocable to such Occupancy Unit for each day occurring between the date of
substantial completion and the later Revised Completion Date thereof upon which
the Occupancy Unit in question is actually delivered to Tenant. If Owner fails
to permit Tenant to enter the Building and the Demised Premises at the
applicable Earlier Access Times, then with respect to each Occupancy Unit to
which the Earlier Access Times in question relate and as to which Tenant is
denied access, Owner shall indemnify Tenant with respect to one (1) days Fixed
Rent and increases therein pursuant to Article 23 allocable to such Occupancy
Unit for each day that such access is denied. Notwithstanding anything to the
contrary set forth in this Lease or Addendum A to the extent that any failure on
Owner's part set forth in this Section 1.05 D, results in the imposition of any
penalties upon Owner thereby, then the amount of such

                                       7
<PAGE>

                                       8

<PAGE>

                                    (ii)     Tenant's Proportionate Share, as
defined in Article 23 and as set forth for various floors on Schedule B, shall
be increased or decreased, as the case may be, on the basis of such variance;

                                    (iii)    The rentable square feet set forth
on Schedule B shall be increased or decreased, as the case may be, to the number
of rentable square feet, as actually constructed; and

                                    (iv)     Owner's Work Contribution set forth
in Section 3.10 shall be equitably increased or decreased, as the case may be,
retroactively, if required, on the basis of such variance.

                  E.       If no notice is given timely by either party to the
other pursuant to the provisions of Subsection D of this Section, of any
variance referred to in said Subsection D, the foregoing provisions of this
Section shall have no further force or effect. If either party shall give such
timely notice, then within thirty (30) days of the giving of any such notice,
Owner's architect for the Building and Tenant's architect shall meet and attempt
to settle such dispute. If within sixty (60) days of the giving of any such
notice such architects are unable to agree on a mutual determination, then both
of the architects shall select a third independent architect whose fee shall be
borne equally by Owner and Tenant. In the event that Owner's architect and
Tenant's architect shall fail to agree on the designation of a third architect
within ten (10) days after they are required to do so, then the parties agree to
allow the American Arbitration Association, or any successor organization, to
designate the third architect in accordance with the rules, regulations or
procedures then obtaining of the American Arbitration Association or any
successor organization. The third architect shall conduct such hearings and
investigations as he deems appropriate and shall, no later than sixty (60) days
after the date of designation as the third architect, arrive at a determination
which shall be conclusive and binding upon Owner and Tenant. Each party shall
pay its own counsel fees and expenses, if any, including the expenses and fees
of any architect selected by it in accordance with the provisions of this
Subsection. Pending the completion of any such determination, Tenant shall pay
Fixed Rent and all increases therein pursuant to Article 23 as originally set
forth in this Lease. In the event of any increase or decrease in the Fixed Rent
pursuant to the provisions of this Section 1.06, the allocations of Fixed Rent
set forth in Subsection 1.03.A(ii), as modified by various provisions of this
Lease, shall be deemed appropriately modified to reflect such increase or
decrease and any overpayment or underpayment of Fixed Rent shall be refunded or
made, as the case may be, within thirty (30) days after Owner and Tenant have
notice of such determination, provided, however, that in the event Owner shall
be required to refund the amount of any overpayment to Tenant under the
provisions of this Subsection, Owner shall have the option to grant to Tenant,
in lieu of such refund, rent credits against the next accruing monthly
installments of Fixed Rent equal to the amount of such refund.

                  F.       At the request of Owner or Tenant, from time to time,
the parties shall execute and deliver to the other, any instrument reasonably
requested by the other, in form reasonably satisfactory to both parties, stating
whether or not this Lease has been

                                       9
<PAGE>

modified pursuant to any of the provisions of this Section and, if modified,
setting forth the particular modifications; however, neither Owner's nor
Tenant's failure to execute or deliver such instrument shall not vitiate any of
the foregoing provisions of this Section.

                                       10
<PAGE>

                                       11

<PAGE>

         Section 1.09. In the event that the provisions of Subsection B(I) of
Section 1.02 shall apply and Owner shall have failed to (a) substantially
complete Owner's Initial Construction with respect to any Occupancy Units and
(b) deliver same to Tenant, in both cases in accordance with the provisions of
Section 1.05A by May 19, 2001 (all such uncompleted Occupancy Units referred to
collectively, as the "Incomplete Space"), then, with respect to the Occupancy
Units comprising the Incomplete Space, Owner shall reimburse Tenant for all
Fixed Rent and increases therein pursuant to Article 23 applicable thereto for
the period commencing on May 19, 2001 and ending with respect to each Occupancy
Unit comprising a portion of the Incomplete Space not yet delivered to Tenant in
accordance with this Lease, on the date twenty days (20) next following the date
upon which Owner shall have given Tenant a notice that Owner's Initial
Construction applicable thereto shall be substantially completed. Any
reimbursement pursuant to the provisions of the foregoing sentence shall be made
by Owner immediately out of the installments of Fixed Rent and increases therein
paid by Tenant. The foregoing notwithstanding, if by the date fixed in any such
notice, Owner's Initial Construction applicable thereto has not been
substantially completed and such Occupancy Unit shall not be so delivered, then,
such notice shall have no force or effect, and the reimbursement obligation of
Owner shall continue until the date twenty (20) days next following the giving
of a further notice or notices by Owner to Tenant of similar import provided
Owner's Initial Construction applicable thereto has been substantially completed
by the date set forth in such further notice(s). The provisions of this Section
1.09 shall not vitiate Owner's obligations set forth in Section 1.05.

                                   ARTICLE 2

                                USE AND OCCUPANCY

         Section 2.01. General Covenant of Use: Tenant shall use and occupy the
Demised Premises for the following purposes: Executive, administrative and
general offices and any uses not inconsistent with a Class A headquarters
Building in midtown Manhattan. Owner agrees that, in connection with, and
incidental to, the use of the Demised Premises for the purposes set forth in the
immediately preceding sentence, Tenant may use portions of the Demised Premises
for the following purposes:

                                       12
<PAGE>

                                    (ii)     the sale, by vending machine, to
the officers, employees and business guests of Tenant (but not to the public) of
soft drinks, candy and other items commonly sold in office vending machines,
provided that the sale of any such items does not violate the Ground Lease, any
Certificate(s) of Occupancy covering the Demised Premises (as it may be amended
pursuant to Section 15.02) or any Legal Requirement;

                                    (iii)    installation, development,
maintenance and operation of electronic data processing equipment, computer
equipment and business machines provided that any such development,
installation, maintenance and operation shall be in accordance with the
provisions of this Lease, does not violate the Ground Lease any Certificate(s)
of Occupancy covering the Demised Premises, (as such may be amended pursuant to
Section 15.02) or any Legal Requirements and does not constitute a use for
manufacturing or factory purposes pursuant to the New York State Labor Law or
any successor statute; and

                                    (iv)     banking activities, an auditorium,
(provided, that if such auditorium is considered by Legal Requirements to be a
place of public assembly, then Tenant shall be required to obtain a permit
therefor), trading floors, medical facilities for employees, training for
employees, and broadcasting, provided that such uses do not violate the Ground
Lease, any certificate(s) of occupancy (as such may be amended pursuant to
Section 15.02) or any Legal Requirements.

                                    (v)      light storage, a data center,
studio, center for demonstrations of Tenant's products and repair and
maintenance of Tenant's equipment provided that such uses do not violate the
Ground Lease, any certificate(s) of occupancy (as such may be amended pursuant
to Section 15.02) or any Legal Requirements.

         Section 2.02. No Adverse Use: Tenant shall not use or occupy, or permit
the use or occupancy of, the Demised Premises or any part thereof, for any
purpose other than the purposes permitted in Section 2.01, or in any manner
which, (a) shall adversely affect or interfere, except to a de minimis extent,
with (i) any reasonable services required to be furnished by Owner to any other
tenant or occupant of the Building, or (ii) the reasonable, proper and
economical rendition of any such service (unless Tenant promptly reimburses
Owner for any additional costs occasioned thereby), or (iii) the reasonable use
or enjoyment of any part of the Building outside the Demised Premises by any
other tenant or occupant, or (b) shall tend to impair the character or dignity
of the Building. Owner shall not be responsible if any services required to be
provided by Owner to Tenant or the use or enjoyment of the Building or Demised

                                       13
<PAGE>

Premises by Tenant is adversely affected or interfered with by reason of any use
or occupancy of the Demised Premises by Tenant or any person claiming through or
under Tenant.

                                   ARTICLE 3

                                  ALTERATIONS

         Section 3.01. General Alteration Covenants: Tenant shall not make or
perform, or permit the making or performance of, any alterations (other than
decorations), installations, improvements, additions or other physical changes
in or about the Demised Premises (referred to collectively, as "Alterations" and
individually as an "Alteration") without Owner's prior consent in each instance.
Owner agrees not unreasonably to withhold or delay its consent to any
Alterations proposed to be made by Tenant to adapt the Demised Premises for
Tenant's business purposes. Notwithstanding the foregoing, with respect to each
floor of the Demised Premises, Owner agrees that Tenant may, without Owner's
prior consent, make any non-structural Alterations in the Demised Premises
provided, that the aggregate estimated costs of all such Alterations with
respect to such floor shall not exceed ONE HUNDRED FIFTY THOUSAND and 00/100
($150,000.00) DOLLARS in any calendar year and provided, further that no such
Alteration shall adversely affect the electrical, plumbing, heating, ventilation
and air conditioning systems in the Building or any portion of the Building
outside the Demised Premises. Such sum of ONE HUNDRED FIFTY THOUSAND
($150,000.00) DOLLARS set forth in the preceding sentence shall be deemed
increased annually by the percentage increase in the Consumer Price Index (as
hereinafter defined) for the month in which the first anniversary of the
Commencement Date, and each subsequent anniversary date thereof, occurs over the
Consumer Price Index for the month of September , 1997. The Consumer Price Index
set forth in the immediately preceding sentence shall mean the Consumer Price
Index for Urban Wage Earners and Clerical Workers based upon the New
York-Northern New Jersey area for All Group Commodities and Items, published by
the United States Department of Labor, Bureau of Labor Statistics, or a
successor substitute index; if in any year the 1982-84 average of one hundred
(100) is no longer used as the basis of calculation, then, for the purposes of
this Article, the Consumer Price Index for such year shall be recalculated as
though such 1982-84 average of one hundred (100) were still the basis of
calculation of the Consumer Price Index for such year, in the event such
Consumer Price Index (or a successor substitute index) is not available, a
reliable government or other non-partisan publication evaluating the information
theretofore used in determining the Consumer Price Index shall be used to
reflect the increase in the national cost of living. Notwithstanding the
foregoing provisions of this Section or Owner's consent to any Alterations, all
Alterations and decorations shall be made and performed in conformity with and
subject to the following provisions:

                  A.       All Alterations and decorations shall be made and
performed at Tenant's sole cost and expense, subject to Owner's Work
Contribution, (as defined in Section 3.10) and at such time and in such manner
as Owner may, from time to time, reasonably desig-

                                       14
<PAGE>

nate provided, that (i) the times at which Alterations and decorations may be
performed shall be limited only to the extent that such performance unreasonably
interferes with the use and enjoyment by other tenants and occupants of their
space in the Building and (ii) from and after the date the Building is occupied
by another tenant, not including subtenants claiming through or under Tenant,
any demolition, welding, burning, removal of debris, core drilling and delivery
of construction materials shall be performed during non-business hours;

                  B.       No Alteration shall adversely affect the structural
integrity of the Building;

                  C.       Alterations and decorations shall be made only by
contractors or mechanics approved by Owner, such approval not unreasonably to be
withheld or delayed (notwithstanding the foregoing, all Alterations requiring
mechanics in heating, ventilation, air conditioning, electrical, plumbing,
sprinkler and other mechanical trades with respect to which Owner has adopted or
may hereafter adopt a list or lists of approved contractors shall be made only
by contractors selected by Tenant from such list or lists provided there are at
least three (3) contractors on each such list and the prices charged by such
contractors are competitive for similar work in the Borough of Manhattan in
comparable class A headquarters office buildings);

                  D.       No Alteration or decoration shall adversely affect
any part of the Building other than the Demised Premises except to a de minimis
extent or adversely affect any service required to be furnished by Owner to
Tenant or to any other tenant or occupant of the Building (including, without
limitation, the Building-wide standard systems required to provide elevator,
heat, ventilation, air-conditioning and electrical and plumbing services in the
Building, and Owner agrees that all such systems shall be designed to provide
the services required to be provided to Tenant hereunder and to provide the
services typically required by other tenants in comparable Class A First Class
Office Buildings in midtown Manhattan);

                  E.       Notwithstanding anything to the contrary set forth in
this Section, but subject to the approval for plans set forth in Subsection I,
solely with respect to Tenant's Initial Installation, Tenant shall only be
required to obtain Owner's approval as to Alterations which affect (x) the
tie-ins to the Building systems, or (y) any portion of the Building outside the
Demised Premises, or (z) the structure of the Building.

                  F.       Subject to the provisions of Section 15.02, no
Alteration shall affect the Certificate of Occupancy for the Building or the
Demised Premises;

                  G.       No Alteration or decoration shall affect the outside
appearance of the Building or the color or style of any venetian blinds (except
that Tenant may remove any venetian blinds provided that they are promptly
replaced by Tenant with blinds of a similar type, material and color);

                                       15
<PAGE>

                  H.       All business machines and mechanical equipment shall
be placed and maintained by Tenant in settings sufficient, to absorb and prevent
vibration, noise and annoyance to other tenants or occupants of the Building;

                  I.       Tenant shall submit to Owner detailed plans and
specifications stamped by Tenant's architect (including layout, architectural,
mechanical and structural drawings) for each proposed Alteration and shall not
commence any such Alteration without first obtaining Owner's approval of such
plans and specifications, such approval not unreasonably to be withheld or
delayed. Owner shall respond to Tenant's request for approval of such plans and
specifications within ten (10) business days for any such Alteration affecting
one (1) floor or less (with such ten (10) business day period extended to
fifteen (15) business days with respect to any Alteration which affects more
than one (1) floor but less than eight (8) floors and further extended to thirty
(30) business days with respect to any Alteration which affects eight (8) or
more floors); Owner shall respond to resubmissions affecting one (1) floor or
less within five (5) business days (with such five (5) business day period
extended to ten (10) business days with respect to any Alteration which affects
more than one (1) floor but less than eight (8) floors and further extended to
fifteen (15) business days with respect to any Alteration which affects eight
(8) floors or more). Owner's failure to respond within the above-mentioned time
periods shall be deemed Owner's approval, provided that Tenant shall have
accompanied the submission or resubmission of its plans and specifications with
a notice stating in bold capitalized letters that if Owner does not respond to
Tenant's submission or resubmission within the applicable time period, such
plans and specifications shall be deemed approved by Owner; any dispute as to
the reasonableness of Owner's refusal to approve such plans and specifications
shall be determined by arbitration in accordance with the provisions of Article
36. Notwithstanding the foregoing, Tenant shall not be required to submit any
detailed plans and specifications for any Alterations unless such plans and
specifications are, in the ordinary course, prepared for such Alterations or are
required to be prepared in connection with any filings or other applicable
requirements of any law, order, rule or regulation of any Federal, State, County
or Municipality, including but not limited to, the Department of Buildings of
the City of New York, and in those cases where Tenant shall not be required to
submit such detailed plans and specifications, Tenant shall submit to Owner, in
lieu thereof, information with respect to such Alterations in reasonably
sufficient detail so as to enable Owner to determine the nature and extent of
the work to be performed. Following the completion of each Alteration, Tenant
shall submit to Owner a computerized "as built" drawing file for each floor of
the Demised Premises being altered; such file will be in AUTO CAD Release 13
format and contain, on a separate layer, all ceiling-height partitions and doors
within each floor of the Demised Premises being altered. In cases where Tenant
must submit such plans and specifications for Owner's review, unless Owner's
approval for such Alterations is required pursuant to this Section 3.01, such
review shall relate merely to the manner in which the Alterations therefor shall
be performed and not to Tenant's right to perform such Alterations as set forth
in the third sentence of this Section 3.01;

                  J.       Prior to the commencement of each proposed Alteration
or decoration, Tenant shall have procured and paid for and exhibited to Owner,
so far as the same

                                       16
<PAGE>

may be required from time to time, all permits, approvals and authorizations of
all Governmental Authorities (as defined in Section 6.01.) having or claiming
jurisdiction;

                  K.       Prior to the commencement of each proposed
Alteration, or decoration, Tenant shall furnish to Owner duplicate original
policies or certificates of workmen's compensation insurance covering all
persons to be employed in connection with such Alteration, or decoration,
including those to be employed by all contractors and subcontractors, and of
comprehensive public liability insurance (including property damage coverage) in
which Owner, its agents, the holder of any Mortgage (as defined in Section
7.01.) and any lessor under any Superior Lease (as defined in Section 7.01.)
shall be named as parties insured, which policies shall be issued by companies,
and shall be in form and amounts, reasonably satisfactory to Owner and shall be
maintained or caused to be maintained by Tenant until the completion of such
Alteration or decoration;

                  L.       With respect to any structural Alterations or
Alterations which affect the Building systems, except to a de minimis extent, if
Owner or its agents employ any independent architect or engineer to examine any
plans or specifications submitted by Tenant to Owner in connection with any such
proposed Alteration (other than Tenant's Initial Installation for which no sum
shall be charged to Tenant), Tenant agrees to pay to Owner a sum equal to any
reasonable, actual out of pocket fees incurred by Owner in connection therewith.

                  M.       To the extent required as a result of any Alterations
or decorations, all fireproof wood test reports, electrical and air conditioning
certificates, and all other permits, approvals and certificates required by all
Governmental Authorities shall be timely obtained by Tenant and submitted to
Owner;

                  N.       All Alterations, and decorations once commenced,
shall be made with reasonable diligence and in a good and workmanlike manner;

                  O.       Notwithstanding Owner's approval of plans and
specifications for any Alteration, all Alterations and decorations shall be made
and performed in full compliance with all Legal Requirements (as defined in
Section 6.01.) and with all applicable rules, orders, regulations and
requirements of the New York Board of Fire Underwriters and the New York Fire
Insurance Rating Organization or any similar body;

                  P.       All Alterations and decorations shall be made and
performed in accordance with the Building Rules and Building Rules for
Alterations provided that Tenant's rights under this Lease shall not be
adversely affected thereby; such Building Rules and Building Rules for
Alterations (i) shall not be enforced by Owner in a manner discriminatory to
Tenant and (ii) shall not impose any charges, fees or insurance requirements on
Tenant or Tenant's contractors which are different or in addition to those
expressly contained in this Lease, (iii) shall not conflict with the provisions
of this Lease and (iv) shall be reasonable in light of standard construction
practice in midtown Manhattan. Owner shall give Tenant at least thirty (30) days
prior written notice of any proposed amendments to such Building Rules and
Building

                                       17
<PAGE>

Rules for Alterations unless a shorter period is reasonably required under the
circumstances and Owner hereby agrees that any such amendments shall be
reasonable. Any dispute regarding the reasonableness of any such amendments to
the Building Rules and Building Rules for Alterations shall be resolved by
arbitration in accordance with Article 36 hereof.

                  Q.       All materials and equipment to be installed,
incorporated or located in the Demised Premises as a result of all Alterations
shall be of a quality consistent with the standards for a Class A Headquarters
Building in midtown Manhattan.

                  R.       No materials or equipment shall be subject to any
lien, encumbrance, chattel mortgage or title retention or security agreement of
any kind except that business machines and office furniture and equipment may be
leased or purchased subject to a security interest provided, however, that any
personal property and trade fixtures placed or installed in the Demised Premises
by or on behalf of Tenant may be owned by the New York City Industrial
Development Agency;

                  S.       Following the completion of each Alteration, Tenant,
at Tenant's expense, shall obtain certificates of final approval of such
Alteration required by any Governmental Authority and shall furnish Owner with
copies thereof.

                  T.       Tenant agrees that Tenant will not install, affix,
add or paint in or on, nor permit, any work of visual art (as defined in the
Federal Visual Artists' Rights Act of 1990 or any successor law of similar
import) or other Alteration to be installed in or on, or affixed, added to, or
painted on, the interior or exterior of the Demised Premises, or any part
thereof, including, but not limited to, the walls, floors, ceilings, doors,
windows, fixtures and on land included as part of the Demised Premises, which
work of visual art or other Alteration would, under the provisions of the
Federal Visual Artists' Rights Act of 1990, or any successor law of similar
import, require the consent of the author or artist of such work or Alteration
before the same could be removed, modified, destroyed or demolished.

                  U.       In the event that Tenant requires access to any floor
of the Building not leased to Tenant hereunder which is immediately contiguous
to a floor of the Demised Premises for the purposes of performing Alterations in
the Demised Premises, then Owner shall afford Tenant access through such
immediately contiguous floor to the Demised Premises for the purpose of
performing such Alterations in the Demised Premises provided that (i) any such
access shall be during such times as to minimize interference with (x) the use
and occupancy of such immediately contiguous floor by the tenants or occupants
thereof or (y) construction of such portions of the Building by Owner, and (ii)
Tenant shall make promptly all repairs to any such immediately contiguous floors
resulting from any such access.

         Section 3.02. No Consent to Contractor/No Mechanics Lien: Nothing in
this Lease shall be deemed or construed in any way as constituting the consent
or request of Owner, express or implied, by inference or otherwise, to any
contractor, subcontractor, laborer or materialmen, for the performance of any
labor or the furnishing of any material for any specific

                                       18
<PAGE>

Alteration to, or repair of, the Demised Premises, the Building, or any part of
either. Any mechanic's or other lien filed against the Demised Premises or the
Building or the Real Property for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant or any person claiming
through or under Tenant or based upon any act or omission or alleged act or
omission of Tenant or any such person shall be discharged by Tenant, at Tenant's
sole cost and expense, within sixty (60) days after notice to Tenant of the
filing of such lien.

         Section 3.03. Labor Harmony: Tenant shall not, at any time prior to or
during the Demised term, directly or indirectly employ, or permit the employment
of, any contractor, mechanic or laborer in the Demised Premises, whether in
connection with any Alteration or otherwise, if such employment will interfere
or cause any conflict with other contractors, mechanics, or laborers engaged in
the construction, maintenance or operation of the Building by Owner, Tenant or
others. Notwithstanding the .provisions of the foregoing sentence to the
contrary, Tenant shall have the right to use its own employees to perform
Alterations in the Building. In the event of any such interference or conflict,
Tenant, upon demand of Owner, shall cause all contractors, mechanics or laborers
causing such interference or conflict to leave the Building immediately.

         Section 3.04. Compliance with Fire Safety: Without in any way limiting
the generality of the provisions of Section 3.01, all Alterations shall be made
and performed in full compliance with all standards and practices adopted by
Owner for fire safety in the Building, provided such standards and practices are
in compliance with Legal Requirements and the customary standards and practices
for similar Class A headquarters office buildings in midtown Manhattan. No
Alteration shall affect all or any part of any Class E Fire Alarm and
Communication system installed in the Demised Premises, except that in
connection with any such Alteration Tenant may relocate certain components of
such system, provided (i) such relocation shall be performed in a manner first
reasonably approved by Owner, (ii) the new location of any such component shall
be first reasonably approved by Owner, and (iii) prior to any such relocation
Tenant shall submit to Owner detailed plans and specifications therefor which
shall be first reasonably approved by Owner.

         Section 3.05. A. Hazardous Material: If any Legal Requirement or any
Governmental Authority requires that any hazardous material contained in or
about the Demised Premises and installed therein by Tenant or any person
claiming through or under Tenant be removed or dealt with in any particular
manner in connection with any Alterations of the Demised Premises or otherwise,
then it shall be Tenant's obligation, at Tenant's expense, to remove or so deal
with such hazardous material in accordance with all such laws, orders, rules and
regulations.

                  B.       If any Legal Requirement or any Governmental
Authority requires that any hazardous material contained in or about the Demised
Premises and installed therein by Owner be removed or dealt with in any
particular manner in connection with any alterations of the Demised Premises or
otherwise, then it shall be Owner's obligation, at

                                       19
<PAGE>

Owner's expense, to remove or so deal with such hazardous material in accordance
with all such laws, orders, rules and regulations.

         Section 3.06. Dispute Resolution: Any dispute with respect to the
reasonableness of any failure or refusal of Owner to grant its consent or
approval to any request for such consent or approval pursuant to the provisions
of Section 3.01 with respect to which request Owner has agreed, in such Section
not unreasonably to withhold such consent or approval, shall be determined by
arbitration in accordance with the provisions of Article 36.

         Section 3.07. A. In amplification and not in limitation of the
provisions of Sections 7.14 and 7.15, (i) all Alterations shall comply with the
provisions of Section 15.1 of the Ground Lease, and Tenant shall be responsible,
at Tenant's sole cost and expense, for all Capital Improvement Deposits (as such
term is defined in the Ground Lease) required in connection therewith and (ii)
Tenant shall pay to Owner, upon demand, all sums constituting "Public Purpose
Payments" (as such term is defined in the Ground Lease) pursuant to the
provisions of Section 41.2 of the Ground Lease in connection with any
Alterations, or at Owner's election, Tenant shall make such payments directly to
the payee required pursuant to the Ground Lease, and in all circumstances,
Tenant shall comply with all the other obligations of Owner under the Ground
Lease (other than the making of such "Public Purpose Payments" which are dealt
with above) with respect to such Public Purpose Payments.

                  B.       (i)      Owner and Tenant each acknowledge that
certain Public Purpose Payments (as defined in the Ground Lease) are required to
be made by Owner pursuant to the Ground Lease in connection with (a) work
performed by or on behalf of tenants of the Building, including any such work
performed by or on behalf of Tenant (such payments due in connection with work
performed by or on behalf of Tenant are hereinafter collectively referred to as
"Tenant's Public Purpose Payments"; such payments due in connection with work
performed by or on behalf of tenants of the Building other than Tenant are
hereinafter referred to as "Other Tenant Public Purpose Payments"), and (b) work
performed by or on behalf of Owner (such payments due in connection with Owner's
work other than the initial construction of the Building, "Owner's Public
Purpose Payments"; Other Tenant Public Purpose Payments and Owner's Public
Purpose Payments are hereinafter collectively referred to as "Other Public
Purpose Payments"). To the extent Owner is required to make Tenant's Public
Purpose Payments pursuant to the terms of the Ground Lease, Tenant shall (1)
take such steps and prepare such information as is necessary to calculate the
amount of such Tenant's Public Purpose Payments (the "Amount Due") and to enable
Owner to comply with the certification delivery requirements of Section 3.10 of
the Ground Lease, and (2) to the extent Owner elects to make such payment and
not use its offset right as hereinafter provided, either advance to Owner the
Amount Due in time for Owner to timely make payment of the same pursuant to the
terms of the Ground Lease, or pay the Amount Due at Owner's direction. Owner
shall provide Tenant with copies of all information it receives or creates with
respect to the calculation and payment of Other Public Purpose Payments
throughout the term of this Lease, including copies of all certifications
delivered with respect thereto pursuant to Section 3.10 of the Ground Lease, in
each case within thirty (30) days after its receipt or creation of same.

                                       20
<PAGE>

                                    (ii)     Owner and Tenant each acknowledge
that Owner is the owner of certain rights to reimbursement of Site 3 ESAC
Reimbursements (as such term is defined in the LADA (as such term is defined in
Schedule C attached hereto) as the same has been amended through the date
hereof, "ESACs"), the sources of such reimbursement including, among others,
Tenant's Public Purpose Payments and Other Public Purpose Payments, and that
Owner, subject to the terms of Section 3.10 of the Ground Lease, has the right,
in lieu of making Public Purpose Payments, to offset against such payments its
ESACs receivables. Owner hereby agrees to take whatever steps are necessary to
obtain reimbursements of ESACs or continue its right to effect such offset, as
the case may be, from time to time, in an amount equal to the aggregate of
Tenant's Public Purpose Payments and Other Public Purpose Payments, and to
comply with the requirements of the Ground Lease.

                                       21
<PAGE>

                                       22

<PAGE>

         Section 3.08. Anything in this Article 3 to the contrary
notwithstanding but subject to Sections 21.02, 29.13(B), 45.01 and 46.03, all
Alterations, decorations, installations, additions or improvements made by
Tenant at Tenant's sole cost and expense may be removed by Tenant prior to the
expiration of the Demised Term or may be left in the Demised Premises, at
Tenant's election provided that Tenant, at Tenant's sole cost and expense, shall
repair any damage caused by any such removal. All fixtures and installations not
so removed shall become the property of Landlord at the expiration of the term.

         Section 3.09. Tenant's Initial Installation. A. Promptly after the
Commencement Date or any earlier date upon which Tenant is permitted to enter
the Demised Premises pursuant to the provisions of this Lease, Tenant shall, at
Tenant's cost and expense, perform various Alterations in the Demised Premises
required for Tenant's occupancy and use of the Demised Premises and conduct of
its business therein. Such Alterations (referred to as "Tenant's Initial
Installation") shall be made and performed in accordance with the provisions of
this Lease, including, without limitation, the provisions of this Article 3 and
Article 6. Tenant shall prosecute Tenant's Initial Installation to completion
with reasonable diligence.

                                       23
<PAGE>

                                       24

<PAGE>

         Section 3.11. Louvers. Owner and Tenant hereby agree that neither party
nor any other tenants or occupants of the Building may install louvers
penetrating the outside walls of the Building, except louvers for (i) Tenant's
UPS room to accommodate the battery room exhausts, (ii) Tenant's supplemental
cooling system, and (iii) Owner's outside air intake, each of which shall be
installed at a location reasonably agreed upon by Owner and Tenant.

                                       25
<PAGE>

                                   ARTICLE 4

                            OWNERSHIP OF IMPROVEMENTS

         Section 4.01. General Rights of Owner and Tenant: All appurtenances,
fixtures, improvements, additions and other property attached to or installed in
the Demised Premises, whether by Owner or Tenant or others, and whether at
Owner's expense, or Tenant's expense, or the joint expense of Owner and Tenant,
shall be and remain the property of Owner or, at Owner's election, the lessor
under the Ground Lease, except that any such fixtures, improvements, additions
and other property attached or installed at the sole expense of Tenant with
respect to which Tenant has not been granted any credit or allowance by Owner,
whether pursuant to Addendum A or otherwise, and which are removable without
material damage to the Demised Premises shall be and remain the property of
Tenant and are referred to as "Tenant's Personal Property" subject to the
provisions of Section 13.8 of the Ground Lease and the ownership of Tenant's
Personal Property in accordance with the provisions of said Section 13.8. Any
replacements of any property of Owner or, at Owner's election, the lessor under
the Ground Lease, whether made at Tenant's expense or otherwise, shall be and
remain the property of Owner or, at Owner's election, the lessor under the
Ground Lease.

                                   ARTICLE 5

                                    REPAIRS

         Section 5.01. Tenant's Repair Obligations: Tenant shall take good care
of the Demised Premises (including, but not limited to, any Class E Fire Alarm
and Communication system and any sprinkler system and any installations made or
equipment installed therein as a result of any requirement of New York City
Local Law #16 of 1984 or any successor law or like import) and, at Tenant's sole
cost and expense, shall make all repairs and replacements, structural and
otherwise, ordinary and extraordinary, foreseen and unforeseen as and when
needed to preserve the Demised Premises (including, but not limited to, any
Class E Fire Alarm and Communication system and any sprinkler system and any
installations made or equipment installed therein as a result of any requirement
of New York City Local Law #16 of 1984 or any successor law of like import) in
good and safe working order and in first class repair and condition, except that
Tenant shall not be required to make nor to pay for any repairs or replacements
to the Demised Premises (including, but not limited to, any Class E Fire Alarm
and Communication system and any sprinkler system and any installations made or
equipment installed therein as a result of any requirement of New York City
Local Law #16 of 1984 or any successor law or like import) unless necessitated
or occasioned by the improper acts, improper omissions or negligence of Tenant
or any person claiming properly through or under Tenant or any of their
servants, employees, contractors, agents, visitors or licensees, or by the
manner of use or occupancy of the Demised Premises by Tenant or any such person
(in contradistinction

                                       26
<PAGE>

to the mere use or occupancy of the Demised Premises for the purposes set forth
in Section 2.01). Without affecting Tenant's obligations set forth in the
preceding sentence, Tenant, at Tenant's sole cost and expense, shall also (i)
make all repairs and replacements, and perform all maintenance as and when
necessary, to the lamps, tubes, ballasts, and starters in the lighting fixtures
installed in the Demised Premises, (ii) make all repairs and replacements, as
and when necessary, to Tenant's Personal Property and to any Alterations made or
performed by or on behalf of Tenant or any person claiming through or under
Tenant by any one other than Owner or its agents or contractors, to the extent
that failure to make such repairs and replacements shall adversely affect the
Building other than the Demised Premises (provided that Owner shall not be
liable if any services required to be provided by Owner to Tenant, or the use or
enjoyment of the Building or the Demised Premises by Tenant, is adversely
affected or interfered with by reason of Tenant's failure to make such repairs
or replacements which adversely affect the Demised Premises), except to a de
minimis extent, and (iii) if the Demised Premises shall include any space on any
ground, street or mezzanine in the Building, make all replacements, as and when
necessary, to all windows and plate and other glass in, on or about such space,
and obtain and maintain, throughout the Demised Term, plate glass insurance
policies issued by companies, and in form and amounts, reasonably satisfactory
to Owner, in which Owner, its agents and any lessor under any ground or
underlying lease shall be named as parties insured and keep all such windows in
neat condition and good repair and otherwise in accordance with the requirements
of the Underlying Documents (as hereinafter defined) and (iv) perform all
maintenance and make all repairs and replacements, as and when necessary, to any
supplemental air conditioning equipment, private elevators, escalators,
conveyors or mechanical systems (other than the Building's standard equipment
and systems, including any dedicated Building elevators) which may be installed
in the Demised Premises by Owner, Tenant or others. However, the provisions of
the foregoing sentence shall not be deemed to give to Tenant any right to
install air conditioning equipment, elevators, escalators, conveyors or
mechanical systems. All repairs and replacements made by or on behalf of Tenant
or any person properly claiming through or under Tenant shall be made and
performed in conformity with, and subject to the provisions of Article 3 and
shall be good quality. The necessity for, and adequacy of, repairs and
replacements pursuant to this Article 5 shall be measured by the standard which
is appropriate for class A headquarters office buildings of similar construction
and class in the Borough of Manhattan, City of New York.

         Section 5.02. Supplementing the provisions of Section 5.01, Owner, at
Owner's sole cost and expense, shall make (i) all structural repairs to the
Demised Premises and the Building as and when required to maintain the Building
as a Class A headquarters building in midtown Manhattan, (ii) all repairs and
replacements necessary to furnish the plumbing, electrical, air conditioning,
ventilating, heating, elevator and other services required to be furnished by
Owner to Tenant under the provisions of Article 29, and (iii) all necessary
repairs to the public portions of the Building which affect Tenant's use and
enjoyment of the Demised Premises or are necessary to maintain the Building as a
Class A headquarters building in midtown Manhattan, and (iv) all repairs and
replacements to the core toilets located within the Demised Premises (the costs
of which shall be included as an Operating Expense pursuant to Article 23),
except that Owner shall not be required to make any of the repairs referred to
in

                                       27
<PAGE>

subdivision (i), (ii), or (iii) of this sentence to the extent that Tenant is
obligated to make such repairs pursuant to the provisions of Section 5.01.
Notwithstanding the foregoing provisions of this Section, Owner shall have no
obligation to make any repairs or replacements unless and until specific notice
of the necessity therefor shall have been given by Tenant to Owner.

         Section 5.03. Supplementing the provisions of Section 5.02, Owner
agrees with respect to the first two (2) years after substantial completion of
the Building at Owner's expense, to repair all other defects in the construction
of the Building which shall come to Owner's attention, except those defects
which are of a de minimis nature or those caused, in whole or in part, by any
Alterations made or performed by or on behalf of Tenant by persons other than
Owner or Owner's contractors.

                                   ARTICLE 6

                              COMPLIANCE WITH LAWS

         Section 6.01. General Covenants: Owner shall construct the Building in
compliance with all Legal Requirements with which Owner is required to comply
which are in effect on the date of completion of the Building and Owner, at
Owner's sole cost and expense, shall cure any such lack of compliance on the
date of completion of the Building unless such lack of compliance is caused by
any improper acts, improper omissions or negligence of Tenant or any person
claiming through or under Tenant. Tenant, at Tenant's sole cost and expense,
shall comply with all Legal Requirements (hereinafter defined) which shall
impose any duty upon Owner or Tenant with respect to the Demised Premises or the
use or occupation thereof, including, but not limited to, any requirement that
any hazardous material installed therein by Tenant or any person claiming
through or under Tenant be removed or dealt with in any particular manner,
except that Tenant shall not be required to make nor pay for any Alterations in
order so to comply unless such Alterations shall be necessitated or occasioned,
in whole or in part, by the improper acts, improper omissions, or negligence of
Tenant or any person properly claiming through or under Tenant, or any of their
servants, employees, contractors, agents, visitors or licensees, or by the
manner of use or occupancy of the Demised Premises by Tenant or by any such
person (in contradistinction to the mere use or occupancy of the Demised
Premises for the purposes set forth in Section 2.01). For all purposes of this
Lease the term "Legal Requirements" shall mean all present and future laws,
codes, ordinances, statutes, requirements, orders and regulations, ordinary and
extraordinary, foreseen and unforeseen (including, but not limited to, the New
York State Energy Conservation Construction Code, New York City Local Laws #5 of
1973, #16 of 1984 and #58 of 1987 and the Americans with Disabilities Act, and
any successor laws of like import) of any Governmental Authority (hereinafter
defined) and all directions, requirements, orders and notices of violations
thereof. For all purposes of this Lease, the term "Governmental Authority" shall
mean the United States of America, the State of New York, the County of New
York, the Borough of Manhattan, the City of New York, any political subdivision
thereof and any agency, department, commission,

                                       28
<PAGE>

board, bureau or instrumentality of any of the foregoing, now existing or
hereafter created, having jurisdiction over Owner, Tenant, this Lease or the
Real Property or any portion thereof. Any work or installations made or
performed by or on behalf of Tenant or any person properly claiming through or
under Tenant pursuant to the provisions of this Article shall be made in
conformity with, and subject to the provisions of Article 3. Compliance with any
requirement regarding any hazardous material shall be made in conformity with
the provisions of Section 3.05.

         Section 6.02. Tenant's Compliance with Owner's Fire Insurance: Tenant
shall not do anything, or permit anything to be done, in or about the Demised
Premises which shall (i) invalidate or be in conflict with the provisions of any
customary and standard (for class A headquarters office buildings in midtown
Manhattan occupied for uses similar to Tenant's uses) fire and/or other
customary and standard (for class A headquarters office buildings in midtown
Manhattan) insurance policies covering the Building or any property located
therein, or (ii) result in a refusal by fire insurance companies of good
standing to insure the Building or any such property in amounts reasonably
satisfactory to Owner, or (iii) cause any increase in the customary and standard
(for class A headquarters office buildings in midtown Manhattan) fire insurance
rates applicable to the Building or property located therein at the beginning of
the Demised Term or at any time thereafter unless Tenant shall reimburse Owner,
upon request, for any such actual increases. Subject to the provisions of
Section 6.04, Tenant, at Tenant's expense, shall comply with all present and
future rules, orders, regulations and/or requirements of the New York Board of
Fire Underwriters and the New York Fire Insurance Rating Organization or any
similar body and the issuer of any insurance reasonably obtained by Owner
covering the Building and/or the Real Property, whether ordinary or
extraordinary, foreseen or unforeseen, including, but not limited to, any
requirement that any hazardous material be removed or dealt with in any
particular manner (except as set forth in Section 3.05) and any requirement of
New York City Local Law #5 of 1973, #16 of 1984, #58 of 1987 and the Americans
With Disabilities Act or any successor laws of like import.

         Section 6.03. Fire Insurance Rates: In any action or proceeding wherein
Owner and Tenant are parties, a schedule or "make up" of rates applicable to the
Building or property located therein issued by the New York Fire Insurance
Rating Organization, or other similar body fixing such fire insurance rates,
shall be conclusive evidence of the facts therein stated and of the several
items and charges in the fire insurance rates then applicable to the Building or
property located therein.

         Section 6.04. Notwithstanding anything contained in Sections 6.01, 6.02
or 6.03 to the contrary, tenant shall not be deemed to have caused any increase
in the fire insurance rates applicable to the Building or property located
therein at the beginning of the Demised Term or at any time thereafter, nor
shall Tenant be required to make any Alterations in order to comply with any
rules, orders, regulations or requirements of the New York Board of Fire of
Underwriters and the New York Fire Insurance Rating Organization or any similar
body, unless such rates are increased, or such Alterations shall be necessitated
or occasioned, in whole or in part, by the improper acts, improper omissions or
negligence of Tenant or any

                                       29
<PAGE>

person claiming through or under Tenant, or any of their servants, employees,
contractors, agents, visitors or licensees, or by the manner of use or occupancy
of the Demised Premises by Tenant or any such persons (in contradistinction to
the mere use or occupancy of the Demised Premises for the purposes set forth in
Section 2.01).

         Section 6.05. Owner's Compliance Obligations: Owner, at Owner's sole
cost and expense, shall comply with all Legal Requirements and with all rules,
orders, regulations and requirements of the New York Board of Fire Underwriters
and the New York Fire Insurance Rating Organization or any similar body and the
issuer of any insurance obtained by Owner covering the Building and/or the Real
Property, which shall impose any duty upon Owner or Tenant with respect to the
Demised Premises or the use or occupation thereof, or any other portion of the
Building, and with which Tenant is not required to comply pursuant to the
provisions of Sections 6.01 or Section 6.02.

         Section 6.06. A. Owner shall have the right to contest, by appropriate
legal proceedings diligently conducted in good faith, at its own cost and
expense, the validity or application of any Legal Requirement with which Owner
is required to comply under the provisions of Section 6.05 and may defer
compliance therewith provided that such contest shall not subject Tenant to any
criminal penalty or civil liability (except that with respect to civil liability
Owner may still contest if Owner indemnifies and holds Tenant harmless
therefrom), affect any service required to be provided to Tenant hereunder,
affect the use or enjoyment of the Demised Premises by the Tenant, in each case
except to a de minimis extent, or place Tenant in imminent danger of being
required to vacate all or any portion of the Demised Premises or pose a threat
of danger to the safety of persons or damage to property. Owner shall indemnify
and protect Tenant from and against any and all damages, reasonable, actual
out-of-pocket expenses, losses, injuries, reasonable, actual out-of-pocket fees,
including, but not limited to, reasonable counsel fees, penalties, actions,
causes of action, suits, reasonable, out-of-pocket costs, claims or judgments
arising from such contest or Owner's noncompliance with any such Legal
Requirement.

                  B.   Tenant will cooperate with Owner and execute and deliver
reasonably appropriate papers which may be necessary or desirable to permit or
enable Owner so to contest the validity or application of any such Legal
Requirement provided Tenant shall be reasonably satisfied that the contents of
such papers are accurate and Owner shall indemnify and save Tenant harmless from
any reasonable, actual out-of-pocket costs and expenses in connection therewith
including, but not limited to, reasonable counsel fees and disbursements.

                                       30
<PAGE>

                                   ARTICLE 7

                         SUBORDINATION, ATTORNMENT, ETC.

         Section 7.01. This Lease and all the terms, covenants and provisions
thereof and all rights, remedies and options of Tenant under this Lease as the
same may hereafter be modified, amended or extended are and shall remain subject
and subordinate in all respects to the presently existing mortgages affecting
the Real Property and the lien thereof presently held

                                       31
<PAGE>

by The Chase Manhattan Bank (referred to as the "Chase Mortgage") and any
additional mortgages hereafter held by such holder and to all advances made or
hereafter to be made under such mortgages, and to all renewals, modifications,
consolidations, correlation, replacements and extensions of, and substitutions
for, such mortgages. Simultaneously with the execution and delivery of this
Lease, Owner has delivered to Tenant an agreement from the then holder or
holders of said presently existing mortgages which provides substantially to the
effect that in the event of any foreclosure of said mortgages or transfer by
deed in lieu of foreclosure or similar transaction, such holder or holders will
not make Tenant a party-defendant to such foreclosure nor disturb its possession
under this Lease so long as there shall be no default by Tenant under this Lease
beyond applicable grace periods (such agreement or any agreement delivered to
Tenant subsequent to the date hereof in a form reasonably acceptable to Tenant,
(provided that Tenant shall not have the right to object to the inclusion of any
provisions therein which are consistent with the terms, covenants and conditions
set forth in Section 7.06 hereof) is referred to in this Lease as a
"Non-Disturbance Agreement").

         Section 7.02. Subject to the provisions of Section 7.14 with respect to
the Ground Lease, this Lease and all the terms, covenants and provisions thereof
and all rights, remedies and options of Tenant under this Lease as the same may
hereafter be modified, amended or extended, shall be and remain subject and
subordinate in all respects to the Ground Lease and to all future ground or
underlying leases of the Real Property or the Building and to all renewals,
modifications, replacements and extensions of, and substitutions for, such
ground or underlying leases, (such leases together with the Ground Lease are
sometimes hereinafter referred to, collectively, as the "Superior Lease"),
provided that the lessor under any such ground or underlying lease shall execute
and deliver to Tenant an agreement in the same form as the agreement (referred
to as the "Approved Tenant Recognition Agreement"), given to Tenant
simultaneously herewith by the holder under the Ground Lease and annexed hereto
as Exhibit 2 or an agreement no less beneficial to Tenant than the Approved
Tenant Recognition Agreement substantially to the effect that, in the event of
the termination of such ground or underlying lease for any reason except the
default by Tenant of the terms of this Lease, such lessor will permit Tenant to
attorn to such lessor and will not disturb its possession under this Lease, so
long as there shall be no default by Tenant under this Lease beyond applicable
grace periods (any such agreement is referred to in this Lease as a "Tenant
Recognition Agreement").

         Section 7.03. This Lease and all the terms, covenants and provisions
thereof and all rights, remedies and options of Tenant under this Lease as the
same may hereafter be modified, amended or extended, shall be and remain subject
and subordinate in all respects to all mortgages which may, from time to time,
hereafter affect the Real Property and/or any future ground or underlying leases
and to all advances to be made under such mortgages, and to all renewals,
modifications, consolidations, correlations, replacements and extensions of, and
substitutions for, any such mortgage or mortgages (such mortgages, together with
the mortgages referred to in Section 7.01, are sometimes hereinafter referred
to, collectively, as the "Mortgage"), provided that the holder of any such
Mortgage shall execute and deliver a Non-Disturbance Agreement to Tenant. The
parties agree that any renewals, modifications, consolidations, correlations,
replacements and extensions of and substitutions for, the Chase

                                       32
<PAGE>

Mortgage shall be deemed a mortgage hereafter affecting the Real Property and/or
any future ground or underlying leases requiring the delivery by Owner to Tenant
of a new Non-Disturbance Agreement in addition to the one delivered upon the
execution and delivery of this Lease Agreement pursuant to Section 7.01.

         Section 7.04. Subject to the provisions of Section 7.14 with respect to
the Ground Lease, if, at any time prior to the expiration of the Demised Term,
any ground or underlying lease under which Owner shall then be the lessee shall
terminate or be terminated for any reason or the holder of any Mortgage acquires
possession of the Real Property or the Building or the estate created by any
ground or underlying lease, by receiver or otherwise, Tenant agrees, at the
election and upon demand of any owner of the Real Property or the Building or of
any such receiver, or of the holder of any Mortgage in possession of the Real
Property or the Building, or of any lessee under any other ground or underlying
lease covering premises which include the Demised Premises, to attorn, from time
to time, to any such owner, holder, receiver or lessee, including, but not
limited to, the holder of any mortgages referred to in Section 7.01 or its
designee, upon the then executory terms and conditions of this Lease, for the
remainder of the term originally demised in this Lease, provided that such
owner, holder, receiver or lessee, including, but not limited to, the holder of
any mortgages referred to in Section 7.01 or its designee, as the case may be,
shall then be entitled to receive the rent from the Demised Premises or
possession of the Demised Premises. The foregoing provisions of this Section
shall enure to the benefit of any such owner, holder, receiver or lessee, shall
apply notwithstanding that, as a matter of law, this Lease may terminate upon
the termination of any such ground or underlying lease, shall be self-operative
upon any such demand, and no further instrument shall be required to give effect
to said provisions. Tenant, however, upon demand of any such owner, holder,
receiver or lessee, including, but not limited to, the holder of any mortgages
referred to in Section 7.01 or its designee, agrees to execute, from time to
time, instruments, in confirmation of the foregoing provisions of this Section,
satisfactory to any such owner, holder, receiver or lessee, including, but not
limited to, the holder of any mortgages referred to in Section 7.01 or its
designee, acknowledging such attornment and setting forth the terms and
conditions of its tenancy. Nothing contained in this Section shall be construed
to impair any right otherwise exercisable by any such owner, holder, receiver or
lessee.

         Section 7.05. Subject to the provisions of Section 7.14 with respect to
the Ground Lease, the subordination provisions of this Article 7 shall be
self-operative and no further instrument of subordination shall be required. In
confirmation of such subordination, however, Tenant shall execute and deliver
promptly any certificate or other instrument evidencing such subordination which
Owner, or any lessor under any ground or underlying lease, of any holder of any
mortgage to which this Lease is subordinate, may reasonably request provided
such certification or instrument also refers to the applicable Non-Disturbance
Agreement or Tenant Recognition Agreement. If, in connection with obtaining
construction and/or initial permanent financing for the Building, the Real
Property, or the interest of the lessee under any ground or underlying lease,
any recognized lending institution shall request reasonable modifications of
this Lease as a condition of such financing, Tenant covenants to not
unreasonably withhold or delay its agreement to such modifications, provided
such do not

                                       33
<PAGE>

increase the obligations, or adversely affect the rights, of Tenant under this
Lease except to a de minimis extent; any change in the Demised Term or rents or
options granted herein shall be deemed to adversely affect the rights of Tenant.
Tenant hereby agrees that, except for Tenant's rights to terminate under Article
9, in the event of any act or omission by Owner which would give Tenant the
right, either immediately or after the lapse of a period of time, to terminate
this Lease or to claim a partial or total eviction, Tenant will not exercise any
such right until: (i) Tenant shall have given written notice of Owner's act or
omission to the holder or holders of any Mortgage or to the lessor or lessors
under any ground or underlying lease of whom Tenant has been given written
notice, specifying the act or omission on the part of Owner which could or would
give basis to Tenant's rights; and (ii) either (x) the holder or holders of such
Mortgage or the lessor or lessors under any such ground or underlying lease,
after receipt of such notice, have failed or refused to remedy such act or
omission, or cause the same to be remedied within a reasonable time after the
giving of such notice by Tenant to such holder or holders or lessor or lessors
provided that such reasonable period of time shall not exceed sixty (60) days,
or (y) such holder(s) or lessor(s), as the case may be, shall have failed within
thirty (30) days after receipt of Tenant's notice described in subdivision (i)
above to notify Tenant in accordance with the notice provisions of this Lease
that such holder(s) or lessor(s) as the case may be, intends to remedy such act
or omission or cause the same to be remedied except that if: (a) such holder(s)
or lessor(s) need(s) possession of the Real Property in order to effect such
remedy, or (b) the act or omission is personal to Owner and not capable of being
remedied by such holder(s) or lessor(s), then the time for such remedy will be
extended until such holder(s) or lessor(s), using reasonable efforts, shall have
foreclosed on the Mortgages (or otherwise taken title to the Real Property)
provided that such extension of time shall not exceed one hundred twenty (120)
days. However, such holder(s) or lessor(s) shall have no obligation to cure such
act or omission by Owner and shall have no liability for not curing such act or
omission by Owner unless such holder(s) or lessor(s) undertake(s) in writing to
do so.

         Section 7.06. Subject to the provisions of Section 7.14 with respect to
the Ground Lease, in the event that by reason of any default on the part of the
Owner, such holder(s) or lessor(s) shall succeed to the interest of Owner or any
successor to Owner, under this Lease by reason of foreclosure, deed in lieu of
foreclosure or similar transaction, then subject to the provisions of this
Article and (x) at the election of the holder(s) or lessor(s) if Tenant is then
in default under this Lease beyond applicable grace periods or (y) if Tenant is
not then in default under this Lease beyond applicable grace periods, this Lease
shall nevertheless continue in full force and effect, and Tenant shall and does
hereby agree to (1) attorn to such holder(s) or lessor(s) and to recognize such
holder(s) or lessor(s) as the Owner, and upon request of such holder(s) or
lessor(s), Tenant shall execute and deliver to such holder(s) or lessor(s) an
agreement of attornment, or, at such holder(s) or lessor(s) option, (2) enter
into a new lease with such holder(s) or lessor(s), as Owner, for the remaining
term of this Lease and otherwise on the identical terms and conditions and with
the same options, if any, then remaining, including all modifications set forth
in this Article provided that notwithstanding anything contained in this
Article, or in any Non-Disturbance Agreement or Tenant Recognition Agreement,
unless any holder of a Mortgage or any Lessor under a ground or underlying
leases is an Affiliate (as hereinafter defined), the provisions of the Mortgages
or ground or underlying leases, as the case

                                       34
<PAGE>

may be, shall govern with respect to the proceeds of any award in condemnation
or of any fire or casualty insurance policies affecting the Real Property so
long as such Mortgage or ground or underlying lease is outstanding, and such
holder(s) or lessor(s) as Tenant's landlord, or otherwise (unless an Affiliate),
shall not have any liability to Tenant (i) in the event of damage or destruction
to the Building or the premises demised in this Lease, for any repairs,
replacements, rebuilding or restoration, unless required to be made under the
provisions of this Lease and in any event, except as can reasonably be
accomplished from the net proceeds of insurance actually received by, or made
available to such holder(s) or lessor(s) and not applied in reduction and/or
repayment of the loan secured by any such mortgages, or (ii) for any default by
Owner, its successors and assigns under this Lease occurring prior to any date
upon which such holder(s) or lessor(s), its successors and assigns, shall become
Tenant's landlord, or (iii) for or be subject to any credits, offsets,
abatements, or claims against the rent under this Lease accruing to Tenant as a
result of any acts or omissions of Owner, its successors or assigns, occurring
or committed prior to the date upon which such holder(s) or lessor(s) shall
become the owner of or obtain possession or control of the Real Property except
for (w) any abatements set forth in Section 9.01 and 13.09, (x) any portion of
Owner's Work Contribution, (y) any obligations of Owner set forth in Section
3.07B hereof and (z) any free rent periods, each referred to as a rent holiday
hereunder, or (iv) for any default by Owner of its obligations under this Lease
or any act or omission of Owner, its successors or assigns, occurring or
committed prior to the date upon which such holder(s) or lessor(s) shall become
the owner of or obtain possession or control of the Real Property or (v) for any
rent paid in advance beyond the rent period next following the current rent
period or (iv) for any sums which Owner would be obligated to pay pursuant to
Section 1.09 hereof. Solely for the purpose of this Article 7, the term
"Affiliate" shall mean any person who or which, directly or indirectly, controls
or is controlled by or is under common control with either (i) Owner or (ii) any
person included in, or comprising, Owner, and the term "control" shall mean the
possession of the power to direct or cause the direction of the management and
policies of a corporation, joint venture, partnership or other entity, whether
through the ownership of voting securities, equity interests, common directors
or officers, the contractual right to mange the business affairs of such entity,
or otherwise.

         Section 7.07. If required by the holder of any mortgage or by the
lessor under any ground or underlying lease, Tenant shall promptly join in any
Non-Disturbance Agreement or Tenant Recognition Agreement to indicate its
concurrence with the provisions thereof, provided such agreement shall
substantially comply with the provisions of this Article.

         Section 7.08. If any such holder(s)or lessor(s) shall succeed to the
interest of Owner, or any successor to Owner by foreclosure, deed in lieu of
foreclosure or similar transaction, in no event shall any such holder(s) or
lessor(s) have any liability under this Lease prior to the date any such
holder(s) or lessor(s) shall take possession of the Real Property or succeed to
the rights of Owner under this Lease, nor any liability for offsets or defenses
which Tenant might have had against Owner which relate to acts occurring prior
to such date, except as otherwise set forth in Clause (iii) of Section 7.06
hereof and, in any event, any such holder(s) or lessor(s) shall have no personal
liability as successor to Owner and Tenant shall look only to

                                       35
<PAGE>

the estate and property of any such holder(s) or lessor(s) in the Real Property
for the satisfaction of Tenant's remedies for the collection of a money judgment
(or other judicial process) requiring the payment of money in the event of any
default by any such holder(s) or lessor(s), as Owner under the Lease, and no
other property or assets of any such holder(s) or lessor(s) 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 thereunder or Tenant's use or occupancy of the Demised Premises.

         Section 7.09. Subject to the provisions of Section 7.14 with respect to
the Ground Lease, Tenant agrees that no prepayment of rent or additional rent
due under this Lease of more than one month in advance, and no amendment,
modification, surrender or cancellation of this Lease (other than a
confirmation, ratification or exercise of an express right or benefit set forth
in this Lease), shall be binding upon or as against any such holder(s) or
lessor(s), as holder(s) of the mortgages or lessor(s) of the Real Property, and
as Owner under this Lease if it succeeds to that position, unless consented to
in writing by any such holder(s) or lessor(s) or made pursuant to the exercise
of an express right or benefit set forth in this Lease.

         Section 7.10. Any such holder(s) or lessor(s) shall not be obligated to
undertake or complete any specific renovations or additions to the Demised
Premises specifically provided for in this Lease to be performed by Owner (other
than repairs, maintenance, restoration, and compliance with Legal Requirements
which are required under this Lease) or pay the cost of any construction or
other special landlord work (either now or concurrently under way or hereafter
to be undertaken, whether or not the same is set forth in this Lease or any
other agreement). Notwithstanding anything to the contrary set forth herein,
Tenant shall be permitted to deduct from the rent under this Lease any sums
reasonably incurred by Tenant resulting from Tenant's constructing the Building
and completing Owner's Initial Construction after Owner's failure to do so in
accordance with the provisions of Section 19.07.

         Section 7.11. A. After request by Owner, Tenant shall, within thirty
(30) days (or such shorter time period as Tenant shall be reasonably able to
collect the information therefor) furnish Owner with a statement duly
acknowledged and certified setting forth the following to the extent then true
and applicable: (i) Tenant is the owner and holder of the Tenant's interest
under this Lease; (ii) this Lease has not been modified or amended, except as
specifically recited; (iii) this Lease is valid and in full force and effect,
and the term thereof has commenced; (iv) the premises demised under this Lease
have been completed and Tenant has taken possession of the same on a rent-paying
basis; (v) to the actual knowledge of Tenant, neither Tenant nor Owner is in
default under any of the terms, covenants or provisions of the Lease nor has any
event occurred or failed thereto which if notice were given and the time of the
applicable grace period lapsed would constitute a default hereunder; (vi)
neither Tenant nor to Tenant's knowledge Owner has commenced any action or given
or received any notice for the purpose of terminating this Lease; (vii) all
rents, additional rents and other sums due and payable under this Lease have
been paid in full for the date due and no rents, additional rents or other sums
payable under this Lease have been paid for more than one (1) month in advance
of the due date thereof; (viii) to the actual knowledge of Tenant, there are no
offsets or defenses

                                       36
<PAGE>

to the payment of the rents, additional rents, or other sums payable under this
Lease; (ix) all required contributions on account of rent credits,
reimbursements, tenant improvements or Site 3 ESAC Reimbursements (hereinafter
defined) due to date have been paid or applied; (x) the Demised Premises have
been delivered and completed in accordance with the Lease; and (xi) all other
information related to this Lease or Tenant's financial condition reasonably
requested by the holder(s) or any rating agency in connection with a
securitization of the loan or loans secured in part by the Mortgage or any other
security or collateral therefor. Tenant acknowledges that any statement
delivered pursuant to this said Section 7.11A may be relied upon by any
purchaser or owner of the Building or the Real Property, or of Owner's interest
in the Building or the Real Property or any ground or underlying lease, or by
any mortgagee, or by any assignee of any mortgage, or by any lessee under any
ground or underlying lease.

                  B.       From time to time, within thirty (30) days next
following Tenant's request, Owner shall deliver to Tenant a written statement
executed by Owner, in form reasonably satisfactory to Tenant, (i) acknowledging
whether or not this Lease is then in full force and effect and has been modified
(or, if modified, setting forth the specific nature of all modifications), and
(ii) setting forth the date to which the Fixed Rent and increase in Fixed Rent
pursuant to Article 23 has been paid, and (iii) stating whether or not, to the
actual knowledge of Owner, Owner or Tenant is in default under this Lease, and
if Tenant or Owner is in default, setting forth the specific nature of all such
defaults. Owner acknowledges that any statement delivered pursuant to this
Section may be relied upon by any prospective assignee of Tenant's interest in
this Lease or by any prospective subtenant.

         Section 7.12. If Owner collaterally assigns its interest in this Lease,
or the rents payable hereunder, to the holder of any mortgage or the lessor
under any ground or underlying lease as security, Tenant agrees that (a) the
execution thereof by Owner and the acceptance by such holder or lessor shall not
be deemed an assumption by such holder or lessor of any of the obligations of
the Owner under this Lease unless such holder or lessor shall, by written notice
sent to Tenant, specifically otherwise elect; and (b) except as aforesaid, such
holder or lessor shall be treated as having assumed Owner's obligations
hereunder only upon the foreclosure of such holder's mortgage or the termination
of such lessor's lease and the taking of possession of the Demised Premises by
such holder or lessor, as the case may be.

         Section 7.13. Tenant agrees to cooperate reasonably with Owner in
Owner's obtaining any construction and/or permanent financing for the Real
Property or Non-Disturbance Agreement or Tenant Recognition Agreement and Tenant
shall provide Owner and the holder of any mortgage and the lessor under any
ground or underlying lease with any information related to Tenant reasonably
required by them in connection with obtaining any such Non-Disturbance Agreement
or Tenant Recognition Agreement, provided such holder, lessor and Owner execute
a confidentiality agreement reasonably acceptable to Tenant.

         Section 7.14. A. For the purposes of this Lease, the "Ground Lease"
shall mean the Amended and Restated Ground Lease between 42nd St. Development
Project, Inc., as Landlord, and Three Times Square Center Partners, L.P., as
Tenant, dated October 7, 1994,

                                       37
<PAGE>

as amended, including without limitation by the amendment(s) executed as of even
date herewith. The provisions of this Section 7.14 shall govern with respect to
the Ground Lease, and none of the foregoing provisions of this Article insofar
as they both (a) relate to the Ground Lease and (b) are inconsistent with the
provisions of this Section 7.14 shall be deemed to apply to the Ground Lease.
This Lease and all the terms, covenants and provisions thereof and all rights,
remedies and options of Tenant under this Lease, as the same may be modified,
amended or extended shall be and remain subject and subordinate in all respects
to the Ground Lease and to all renewals, modifications, replacements and
extensions of, and substitutions for, the Ground Lease, provided that no such
renewals, modification, replacements, extensions and substitutions, which shall
"adversely affect (except to a de minimis extent) the rights and obligations of
Tenant under this Lease shall be executed or entered into by Owner without
Tenant's consent, except as the same are both (i) executed in connection with
the acquisition of the New Victory parcel and (ii) do not increase Tenant's
obligations or decrease Tenant's rights hereunder, provided, that as to all
amendments, Tenant shall be given reasonable prior notice with a copy of the
proposed amendment. In amplification and not in limitation of the foregoing
provisions of this Article, Tenant, at Tenant's expense, in connection with
Tenant's use and occupancy of the Demised Premises, including, without
limitation, the making of any Alterations by Tenant, shall not take any action
which shall result in a violation by Owner of any of Owner's obligations under
the Ground Lease. Tenant agrees that any consents or approvals granted by Owner
under this Lease shall not relieve Tenant from any obligations to obtain any
required consents or approvals by the lessor under the Ground Lease. Tenant
shall be entitled to the applicable benefits conferred upon Tenant pursuant to
the provisions of Section 10.6 of the Ground Lease to the extent that Tenant is
in compliance with the applicable provisions of such Section 10.6, and Owner
shall comply with Owner's applicable obligations with respect to said provisions
of said Section 10.6 to the extent required to enable Tenant to obtain the
benefits under said Section 10.6 provided Tenant is in compliance therewith.

                  B.       All required sublease clauses set forth in Section
10.5 of the Ground Lease shall be deemed incorporated into this Lease and Tenant
shall be obligated to comply with them, including, without limitation, the
obligation set forth in Section 10.5(e) of the Ground Lease to pay the "Theatre
Surcharge" (as such term is defined therein) applicable to the Demised Premises
in accordance with the provisions of the Ground Lease.

         Section 7.15. For the purposes of this Lease the "Underlying Documents"
shall mean all documents set forth in Schedule C of this Lease, as the same may
have been modified prior to the date hereof or may be modified by, any
amendment(s) or agreements executed as of even date herewith. In amplification
and not in limitation of the foregoing provisions of this Article, this Lease
and all the terms, covenants and provisions thereof and all rights, remedies and
options of Tenant under this Lease, as the same may be modified, amended or
extended, shall be and remain subject and subordinate in all respects to the
Underlying Documents and to all renewals, modifications, replacements and
extensions of the Underlying Documents, provided that no such renewals,
modifications, replacements, extensions, which shall adversely affect the rights
and obligations of Tenant under this Lease shall be executed or entered into by
Owner without Tenant's consent, except as the same are both (i) executed in
connection with the

                                       38
<PAGE>

acquisition of the New Victory parcel and (ii) do not increase Tenant's
obligations or decrease Tenant's rights hereunder, provided that as to all
amendments Tenant shall be given prior notice with a copy of the proposed
amendment. Tenant, at Tenant's expense, shall comply with, and be bound by, all
of the provisions of the Underlying Documents insofar as they impose any
obligations upon Tenant or relate to this Lease, the Demised Premises or
Tenant's use and occupancy of the Demised Premises whether or not such
provisions of the Underlying Documents impose greater obligations upon Tenant
than the obligations set forth in this Lease or adversely affect any rights of
Tenant under this Lease. Tenant agrees that any consents or approvals granted by
Owner under this Lease shall not relieve Tenant from any obligation to obtain
any required consents or approvals by the applicable parties under the
Underlying Documents.

         Section 7.16. Owner agrees that upon Tenant's request and with respect
to any Protected Sublease (as defined in Section 11.08) to request the then
holder or holders of the existing Mortgages to enter into a non-disturbance
agreement with any subtenant under a Protected Sublease substantially similar to
the Non-Disturbance Agreement given to Tenant with respect to such Mortgages.
Upon Tenant's request and with respect to any Protected Sublease Owner agrees to
request the lessor under any Superior Leases to enter into a tenant recognition
agreement with any subtenant under a Protected Sublease substantially similar to
the Tenant Recognition Agreement given to Tenant with respect to such Superior
Lease. If Owner is unable in good faith to obtain any such non-disturbance
agreement or tenant recognition agreement, neither the validity of this Lease
nor the obligations of Tenant under this Lease shall be affected thereby and
Owner shall not be liable to Tenant or such subtenant for its failure to obtain
any such non-disturbance agreement or tenant recognition agreement, it being
intended that Owner's sole obligation with respect to any non-disturbance
agreement and tenant recognition agreement shall be to request, in good faith,
within a reasonable time after Tenant's request and after the execution of the
Protected Sublease in question, the then holder(s) of any Mortgage or the then
lessor(s) under the Superior Lease, as the case may be, to enter into such
non-disturbance agreement or enter into such tenant recognition agreement, as
the case may be and make commercially reasonable efforts, at no cost or expense
to Owner, to obtain such agreements. If required by the holder(s) of any
Mortgage or by the lessor(s) under any Superior Lease, Tenant and the subtenant
in question shall promptly join in any such non-disturbance agreement or tenant
recognition agreement to indicate its concurrence with the provisions thereof.
Tenant shall pay any fee charged by any holder or lessor for preparing such
agreement.

                                   ARTICLE 8

                               PROPERTY LOSS, ETC.

         Section 8.01. Any Building employee to whom any property shall
be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's
agent with respect to such property and neither Owner nor Owner's agents shall
be liable for any loss of or damage to any

                                       39
<PAGE>

such property by theft or otherwise. Neither (i) the performance by Owner,
Tenant or others of any decorations, repairs, alterations, additions or
improvements in or to the Building or the Demised Premises, nor (ii) the failure
of Owner or others to make any such decorations, repairs, alterations, additions
or improvements, nor (iii) any damage to the Demised Premises or to the property
of Tenant, nor any injury to any persons, caused by other tenants or persons in
the Building, or by operations in the construction of any private, public or
quasi-public work, or by any other cause, nor (iv) any latent defect in the
Building or in the Demised Premises, nor (v) any temporary or permanent closing,
darkening or bricking up of any windows due to the installation of any signs
pursuant to Article 42 nor any temporary closing or darkening of any windows of
the Demised Premises for a period of 90 or less consecutive days for any reason
whatsoever including, but not limited to, Owner's own acts nor any temporary
closing or darkening for a period in excess of said 90 day period if such
closing or darkening of windows shall be necessary in Owner's reasonable
judgment to make any repairs or modifications to the Real Property, or insure
the safety of persons or the preservation of property, nor any temporary or
permanent closing or darkening if required by any Legal Requirements or, solely
with respect to lot line windows, in connection with any construction upon
adjacent property by Owner or others, nor (vi) any inconvenience or annoyance to
Tenant or injury to or interruption of Tenant's business by reason of any of the
events or occurrences referred to in the foregoing subdivisions (i) through (v),
shall constitute an actual or constructive eviction, in whole or in part, or,
except as otherwise provided in Section 9.01 and 13.09, 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 Owner, or its agents, or any
lessor under any Superior Lease, other than such liability as may be imposed
upon Owner by law for Owner's negligence or the negligence of Owner's agents,
servants or employees in the operation or maintenance of the Building or for the
breach by Owner of any express covenant of this Lease on Owner's part to be
performed. Tenant's taking possession of the Demised Premises or any portion
thereof shall be presumptive evidence, as against Tenant, that, at the time such
possession was so taken, the Demised Premises or such portion thereof was
apparently in good and satisfactory condition and Owner's Initial Construction
with respect thereto was substantially completed, except for any latent defects
and any items contained in any "punch list" delivered to Owner within (x) thirty
(30) days after Tenant takes possession of the space affected thereby or (y)
with respect to any items of Owner's Initial Construction which cannot properly
be examined or tested within such thirty (30) day period (e.g. air conditioning
adequacy in the winter) within thirty (30) days after Tenant is first reasonably
and seasonably able to so test the item in question. Tenant's taking possession
of the Demised Premises, or any portion thereof whether on or prior to any
Revised Completion Date, shall not affect any of Owner's obligations set forth
in this Lease, including, but not limited, to the obligation to cure defects in
accordance with the provisions of Section 5.03 and complete construction of the
Building in accordance with Addendum A attached hereto and made a part hereof.

         Section 8.02. Tenant shall be entitled to bring any action or
proceeding against Owner based upon any liability which may be imposed upon
Owner by law for Owner's negligence or the negligence of Owner's agents,
servants or employees in the operation or

                                       40
<PAGE>

maintenance of the Building, or for the breach by Owner of any express covenant
of this Lease on Owner's part to be observed or performed.

                                    ARTICLE 9

                       DESTRUCTION-FIRE OR OTHER CASUALTY

                  Section 9.01. Owner's Repair Obligations: If the Demised
Premises shall be damaged by fire or other casualty, Tenant shall give prompt
notice to Owner of such damage, and Owner, at Owner's expense, shall repair such
damage to the condition existing prior to the occurrence of such damage.
However, Owner shall have no obligation to repair any damage to, or to replace,
Tenant's Personal Property or any other property or effects of Tenant provided
such damage is not caused by the negligence or willful misconduct of Owner, its
agents, employees or contractors (subject to the provisions of Section 9.04).
Except as otherwise provided in Section 9.03, if the entire Demised Premises
shall be rendered untenantable (if there is no reasonable means of access to the
Demised Premises, the Demised Premises shall be deemed to be "untenantable") by
reason of any such damage, the Fixed Rent and any increases therein pursuant to
Article 23 shall abate for the period from the date of such damage to the date
when such damage shall have been repaired, and if only a part of the Demised
Premises shall be so rendered untenantable, the Fixed Rent and any increases
therein pursuant to Article 23 shall abate equitably for such period on the
basis of the area of the part of the Demised Premises so rendered untenantable
and the applicable allocations set forth in Section 1.03A(ii). For the purposes
of determining whether a portion of the Demised Premises is "untenantable" under
this Article 9, if by reason of any damage to a portion of the Demised Premises
another portion of the Demised Premises is not usable by Tenant for its normal
business purposes and Tenant does not occupy such additional portion of the
Demised Premises, then such additional portion of the Demised Premises not so
usable for Tenant's normal business purposes shall be deemed untenantable.
However, if, prior to the date when all of such damage shall have been repaired,
any part of the Demised Premises so damaged shall be rendered tenantable and
shall be used or occupied by Tenant or any person of persons claiming through or
under Tenant, then the amount by which the Fixed Rent and any increases therein
pursuant to Article 23 shall abate shall be equitably apportioned for the period
from the date of any such use or occupancy to the date when all such damage
shall have been repaired. Tenant hereby expressly waives the provisions of
Section 227 of the New York Real Property Law, and of any successor law of like
import then in force, and Tenant agrees that the provisions of this Article
shall govern and control in lieu thereof. Notwithstanding the foregoing
provisions of this Section, if, prior to or during the Demised Term, (i) the
Building shall be so damaged by fire or other casualty that, in Owner's
reasonable opinion, substantial alteration, demolition, or reconstruction of the
Building shall be required (whether or not the Demised Premises shall have been
damaged or rendered untenantable), and (ii) Owner shall elect to demolish and
not alter or reconstruct the Building, then, in such event, Owner, at Owner's
option, may give to Tenant, within ninety (90) days after such fire or other
casualty, a twenty (20) days' notice of termination of this Lease and, in

                                       41
<PAGE>

the event such notice is given, this Lease and the Demised Term shall come to an
end and expire (whether or not said term shall have commenced) upon the
expiration of said twenty (20) days with the same effect as if the date of
expiration of said twenty (20) days were the Expiration Date, the Fixed Rent and
any increases therein pursuant to Article 23 shall be apportioned as of such
date and any prepaid portion of Fixed Rent or any increases therein pursuant to
Article 23 for any period after such date, or any earlier date upon which the
Fixed Rent and any increases therein pursuant to Article 23 shall have abated as
hereinabove provided, shall be refunded by Owner to Tenant. If such notice of
termination is not given to Tenant by Owner, Owner shall be obligated to repair
any damage pursuant to this Section, and Owner agrees to commence such repairs
within a reasonable time after the occurrence of such damage and thereafter to
complete such repairs with reasonable diligence (without any obligation,
however, to employ labor at overtime or other premium pay rates except to the
extent insurance proceeds actually received by Owner are available therefor) and
to coordinate the scheduling of such repairs with those to be performed by
Tenant in accordance with reasonable construction practices.

                  Section 9.02. Owner's Subrogation Waiver Provisions: Owner
shall attempt to obtain and maintain, throughout the Demised Term, in Owner's
fire insurance policies covering the Building, provisions to the effect that
such policies shall not be invalidated should the insured waive, in writing,
prior to a loss, any or all right of recovery against any party for loss
occurring to the Building. In the event that at any time Owner's fire insurance
carriers shall exact an additional premium for the inclusion of such or similar
provisions, Owner shall give Tenant notice thereof. In such event, if Tenant
agrees, in writing, to reimburse Owner for such additional premium for the
remainder of the Demised Term, Owner shall require the inclusion of such or
similar provisions by Owner's fire insurance carriers. As long as such or
similar provisions are included in Owner's fire insurance policies then in force
or if substantially all fire insurance companies licensed to do business in New
York State (referred to as "New York State Insurance Companies") include such
provisions as a matter of course and Owner fails to carry fire insurance
containing such provisions, Owner hereby waives (i) any obligation on the part
of Tenant to make repairs to the Demised Premises necessitated or occasioned by
fire or other casualty, and (ii) any right of recovery against Tenant, any other
permitted occupant of the Demised Premises, and any of their servants,
employees, agents or contractors, for any loss occasioned by fire or other
casualty. In the event that at any time Owner's fire insurance carriers shall
not include such or similar provisions in Owner's fire insurance policies and
substantially all New York State Companies no longer include such provisions as
a matter of course, the waivers set forth in the foregoing sentence shall, upon
notice given by Owner to Tenant, be deemed of no further force or effect and
Owner shall have Tenant named in said policies as an additional insured party
but not as a loss payee, provided that if at any time Owner's fire insurance
carriers shall exact an additional premium for naming Tenant as an additional
insured party, Tenant shall agree, in writing, to reimburse Owner for such
additional premium for the remainder of the Demised Term for so long as Tenant
shall elect to be an additional insured party. In the event Tenant shall be
named in such policies as an additional insured party in accordance with the
foregoing provisions of this Section, Tenant agrees to endorse promptly, without
recourse, any check, draft or order for the payment of money

                                       42
<PAGE>

representing the proceeds of any such policies or representing any other payment
growing out of or in connection with any such policies, and in the event Tenant
does not promptly endorse such check, draft or order, then Owner shall have the
right as Tenant's attorney-in-fact, to make such endorsement on behalf of
Tenant, and Tenant does hereby irrevocably waive any rights to participate in
any settlement proceedings and further hereby waives any and all rights in and
to any such proceeds and payments. During any period while the foregoing waiver
of right of recovery is in effect or during any period while Tenant is named as
an additional insured party under such policy, Owner shall look solely to the
proceeds of such policies to compensate Owner for any loss occasioned by fire or
other casualty.

                  Section 9.03. Tenant Negligence: Except to the extent
expressly provided in Section 9.02, nothing contained in this Lease shall
relieve Tenant of any liability to Owner or to its insurance carriers which
Tenant may have under law or the provisions of this Lease in connection with any
damage to the Demised Premises or the Building caused by fire or other casualty.
Notwithstanding the provisions of Section 9.01, if any such damage, occurring
after any date when the waivers set forth in Section 9.02 are no longer in force
and effect, is due to the fault or neglect of Tenant, any person claiming
through or under Tenant, or any of their servants, employees, agents,
contractors, visitors or licensees, then there shall be no abatement of Fixed
Rent by reason of such damage subject to the provisions of the penultimate
sentence of Section 9.06.

                  Section 9.04. Tenant Subrogation Waiver Provisions: Tenant
acknowledges that it has been advised that Owner's insurance policies do not
cover Tenant's Personal Property or any other property of Tenant in the Demised
Premises; accordingly, it shall be Tenant's obligation to obtain and maintain
insurance covering its property in the Demised Premises and loss of profits
including, but not limited to, water damage coverage and business interruption
insurance. Tenant shall attempt to obtain and maintain, throughout the Demised
Term, in Tenant's fire and other insurance policies covering tenant's Personal
Property and other property of Tenant in the Demised Premises, and Tenant's use
and occupancy of the Demised Premises, and/or Tenant's profits (and shall cause
any other permitted occupants of the Demised Premises to attempt to obtain and
maintain, in similar policies), provisions to the effect that such policies
shall not be invalidated should the insured waive, in writing, prior to a loss,
any or all right of recovery against any party for loss occasioned by fire or
other casualty. In the event that at any time the fire insurance carriers
issuing such policies shall exact an additional premium for the inclusion of
such or similar provisions, Tenant shall give Owner notice thereof. In such
event, if Owner agrees, in writing, to reimburse Tenant or any person claiming
through or under Tenant as the case may be, for such additional premium for the
remainder of the Demised Term, Tenant shall require the inclusion of such or
similar provisions by such insurance carriers. As long as such or similar
provisions are included in such insurance policies then in force, or if
substantially all of the New York State Insurance Companies include such
provisions as a matter of course and Tenant or such person fails to carry such
fire and other insurance containing such provisions, Tenant hereby waives (and
agrees to cause any other permitted occupants of the Demised Premises to execute
and deliver to Owner written instruments waiving) any right of recovery against
Owner, any lessors under any Superior

                                       43
<PAGE>

Leases, the holders of any Mortgage, and all other tenants or occupants of the
Building, and any servants, employees, agents or contractors of Owner, or of any
such lessor, or holder or any such other tenants or occupants, for any loss
occasioned by fire or other casualty. In the event that at any time such
insurance carriers shall not include such or similar provisions in any such
insurance policy, and substantially all of the New York State Insurance
Companies no longer include such provisions as a matter of course, the waiver
set forth in the foregoing sentence (or in any written instrument executed by
any other permitted occupant of the Demised Premises) shall, upon notice given
by Tenant to Owner, be deemed of no further force or effect from and after the
giving of such notice and Tenant shall have Owner and any lessors under any
ground or underlying leases named in such policies as additional insured
parties, but not as loss payees, provided that if at any time Tenant's fire
insurance carriers shall exact an additional premium for naming Owner and any
such lessors as additional insured parties, Owner shall agree, in writing, to
reimburse Tenant for such additional premium for the remainder of the Demised
Term for so long as Owner shall elect to be an additional insured party. In the
event Owner and any such lessors shall be named in such policies as additional
insured parties in accordance with the foregoing provisions of this Section,
Owner agrees to endorse promptly, and to cause any such lessors to endorse
promptly, without recourse in either case, any check, draft or order for the
payment of money representing the proceeds of any such policies or representing
any other payment growing out of or in connection with any such policies, and in
the event Owner does not promptly endorse such check, draft or order, then
Tenant shall have the right as Owner's attorney-in-fact to make such endorsement
on behalf of Owner, and Owner does hereby irrevocably waive any and all rights
of Owner to participate in any settlement proceedings and any and all rights in
and to any such proceeds or payments and agrees that any such policy may state
that no such lessors shall have the right to participate in any settlement
proceedings or shall have any rights in or to any such proceeds or payments.
During any period while any such waiver of right of recovery is in effect, or
during any period while Owner is named as an additional insured party under such
policy, Tenant, or any other permitted occupant of the Demised Premises, as the
case may be, shall look solely to the proceeds of such policies to compensate
Tenant or such other permitted occupant for any loss occasioned by fire or other
casualty. Each lease with respect to any portion of the Building shall contain a
clause obligating the tenant thereunder to (i) attempt to obtain and maintain an
insurance policy with a similar waiver of subrogation provision and (ii) release
all other tenants and occupants of the Building for any loss occasioned by fire
or other casualty during the period when such waiver of subrogation provision is
in effect.

                  Section 9.05. A. Supplementing the provisions of Section 9.01,
in the event (a) three (3) or more floors of the Demised Premises or the
Building shall be damaged by fire or other casualty and Tenant shall be unable
to use the Demised Premises as a result of such damage and (b) Owner shall not
exercise the right to terminate this Lease in accordance with the provisions of
Section 9.01 and shall, accordingly, be obligated to repair any such damage,
then, if such damage is not repaired within eighteen (18) months after the date
of such fire or other casualty (such eighteen (18) month period is referred to
as the "Restoration Period"), Tenant shall have the following options:

                                       44
<PAGE>

                                             (i) to give to Owner within thirty
(30) days next following the expiration of the Restoration Period a twenty (20)
days' notice of termination of this Lease, or

                                             (ii) to extend the Restoration
Period for a further period of six (6) months by notice given to Owner within
thirty (30) days after the expiration of the initial Restoration Period. In the
event Tenant shall have given such notice to Owner extending the initial
Restoration Period and if such damage shall not have been repaired by Owner
within any extended Restoration Period, Tenant shall have the options to (a)
further extend the Restoration Period for further successive periods of six (6)
months each by notice given to Owner within thirty (30) days after the
expiration of any extended Restoration Period or (b) to give Owner, within
thirty (30) days after the expiration of any such extended Restoration Period a
twenty (20) days' notice of termination of this Lease.

                           B.       Notwithstanding anything to the contrary
contained in the provisions of Subsection A of this Section 9.05, Owner shall
obtain, within ninety (90) days after the date of such fire or casualty, from a
reputable independent consultant an estimate of the length of time necessary to
repair the Demised Premises and the Building, and Owner shall deliver such
estimate to Tenant, and if such estimate shall exceed eighteen (18) months from
the date of such casualty, Owner shall simultaneously give a notice to Tenant
extending the initial Restoration Period to the date upon which the estimate
indicates that such repair to the Demised Premises, the Building shall be
completed. In the event Owner shall give such a notice under this Subsection B
extending the initial Restoration Period, then, the initial Restoration Period
set forth in Subsection A of this Section 9.05, shall be so extended and (b)
Tenant shall have the further option to give to Owner a twenty (20) days' notice
of termination of this Lease within thirty (30) days next following the giving
of such notice under this Subsection B by Owner to Tenant extending the initial
Restoration Period.

                           C.       In the event that Tenant shall fail to give
any such notice within the time periods set forth therein, Tenant shall be
deemed to have given to Owner a notice pursuant to subdivision (ii) of
Subsection A of this Section 9.05 extending the Restoration Period provided,
however, that any twenty (20) days' notice of termination given by Tenant
pursuant to the provisions of Subsection B of this Section 9.05 beyond the
applicable thirty (30) day period provided therein shall be void and of no force
and effect.

                           D.       In the event that Tenant shall give to Owner
within the applicable time periods set forth in the foregoing provisions of this
Section a twenty (20) days' notice of termination of this Lease, this Lease and
the Demised Term shall come to an end and expire upon the expiration of said
twenty (20) days with the same effect as if the date of expiration of said
twenty (20) days were the Expiration Date, the Fixed Rent and all increases
thereof pursuant to Article 23 shall be apportioned as of the casualty date, and
any prepaid portion of Fixed Rent and increases thereof pursuant to Article 23
for any period after such date shall be refunded by Owner to Tenant.

                                       45
<PAGE>

                           E.       Nothing contained in the foregoing
provisions of this Section 9.05 shall be deemed to affect the rights of Owner to
give to Tenant a twenty (20) days' notice of termination of this Lease in
accordance with the provisions of subdivision (i) of Section 9.01 (subject to
the provisions of subdivision (iii) of Subsection F of this Section), or the
provisions of subdivision (ii) of Section 9.01 (subject to the provisions of
Subsection G of this Section).

                           F.       (i) In the event that fifty (50%) percent or
more of the Demised Premises shall be rendered wholly untenantable by reason of
any damage occurring during the last two (2) years of the Demised Term by fire
or other casualty, Tenant, at Tenant's option, may give to Owner within thirty
(30) days next following such fire or other casualty, a twenty (20) days notice
of termination of this Lease and, in the event any such notice is given in
accordance with the foregoing provision of this sentence, this Lease and the
Demised Term shall come to an end and expire upon the expiration of said twenty
(20) days as if the expiration of said twenty (20) days were the Expiration
Date, the Fixed Rent and any increases in the Fixed Rent pursuant to the
provisions of Article 23 shall be apportioned as of such date, and any prepaid
portion of Fixed Rent and of any such increases for any period after such date
shall be promptly refunded by Owner to Tenant.

                                    (ii)     In the event that fifty (50%)
percent or more of a floor of the Demised Premises shall be rendered wholly
untenantable by reason of any damage occurring during the last two (2) years of
the Demised Term by fire or other casualty, Tenant, at Tenant's option, may give
to Owner within thirty (30) days next following such fire or other casualty, a
twenty (20) days notice of termination of the leasing of such floor (referred to
as an "Earlier Termination Floor") and, in the event any such notice is given in
accordance with the foregoing provision of this sentence, the leasing of such
Earlier Termination Floor shall come to an end and expire upon the expiration of
said twenty (20) days as if the expiration of twenty (20) days were the
expiration date applicable to such Earlier Termination Floor, and this Lease
shall be modified with respect to such Earlier Termination Floor, and Tenant
shall have the obligations with respect to such Earlier Termination Floor as if
such Earlier Termination Floor were a "Damaged Floor" referred to in Section
9.08.

                  Section 9.06. Owner agrees, during the Demised Term, to obtain
and keep in full force and effect "all-risk" property insurance against loss or
damage by fire or other casualty to the Building and to all of Owner's property
referred to in Article 4 as may be insurable under then obtainable standard
forms of "all-risk" insurance policies in an amount equal to not less than (i)
the amount sufficient to avoid coinsurance or (ii) eighty (80%) percent of the
replacement value of the Building and such property exclusive of footings and
foundations or (iii) an amount required by any institutional mortgage upon the
Real Property, whichever is greater. As long as a substantial number of New York
State Insurance Companies provide standard forms of rent insurance on a
commercially reasonable basis, Owner agrees to carry such rent insurance either
separately or as part of Owner's "all-risk" insurance policies. If Owner carries
such rent insurance separately, the provisions of Section 9.02 relating to the
so-called "waiver of subrogation" provisions insofar as they relate to fire
insurance shall also relate to such separate rent insurance. Owner agrees as
long as such insurance is provided by a

                                       46
<PAGE>

substantial number of New York State Insurance Companies at commercially
reasonable rates to maintain plate glass insurance.

                  Section 9.07. In amplification and not in limitation of the
foregoing provisions of this Article and the provisions of Sections 7.14 and
7.15, Tenant, at Tenant's expense, shall comply with all provisions of the
Ground Lease and the Underlying Documents requiring any insurance to be carried
as a result of this Lease, the occupancy of the Demised Premises by Tenant or
any person claiming through or under Tenant or any acts, omissions or negligence
of Tenant or any person claiming through or under Tenant in or about the
Building or the Demised Premises either prior to, during or after the expiration
of the Demised Term arising from or in connection with Tenant's occupancy of the
Demised Premises or a portion thereof including without limitation, Tenant's
occupancy, if any, prior to the Commencement Date for the purposes of performing
Tenant's Initial Installation, or subsequent to the expiration of the Demised
Term for any purpose, including vacating the Demised Premises.

                  Section 9.08. A. Supplementing the provisions of Sections 9.01
and 9.05, in the event (a) fifty (50%) percent or more of a full floor of the
Demised Premises shall be damaged by fire or other casualty and Tenant shall be
unable to use such floor as a result of such damage (such damaged floor is
referred to as the "Damaged Floor") and (b) Owner shall not have or shall not
exercise the right to terminate this Lease in accordance with the provisions of
Section 9.01 and shall, accordingly, be obligated to repair any such damage,
then, if such damage is not repaired within eighteen (18) months after the date
of such fire or other casualty (such eighteen (18) month period is referred to
as the "Floor Restoration Period"), Tenant shall have the following options:

                                             (i) to give to Owner within thirty
(30) days next following the expiration of the Floor Restoration Period a twenty
(20) days' notice of termination of the leasing of the Damaged Floor; or

                                             (ii) to extend the Floor
Restoration Period for a further period of six (6) months by notice given to
Owner within thirty (30) days after the expiration of the initial Floor
Restoration Period. In the event that Tenant shall have given such notice to
Owner extending the initial Floor Restoration Period, and such damage shall not
have been repaired by Owner within any extended Floor Restoration Period, Tenant
shall have the options to (a) further extend the Floor Restoration Period for
further successive periods of six (6) months each by notice given to Owner
within thirty (30) days after the expiration of any extended Floor Restoration
Period or (b) to give Owner, within thirty (30) days after the expiration of any
such extended Floor Restoration Period, a twenty (20) days' notice of
termination of the leasing of the Damaged Floor, whereupon the leasing of the
Damaged Floor shall terminate and be of no further force and effect.

                           B.       Notwithstanding anything to the contrary
contained in the provisions of Subsection A of this Section 9.08, Owner shall
obtain from a reputable independent consultant an estimate of the length of time
necessary to repair the Damaged Floor in question

                                       47
<PAGE>

and deliver such estimate to Tenant within ninety (90) days after the date of
such fire or casualty, and, if such estimate shall exceed eighteen (18) months
from the date of such casualty, Owner shall simultaneously give a notice to
Tenant extending the initial Floor Restoration Period to the date upon which the
estimate indicates that such repair to the Damaged Floor shall be completed. In
the event Owner shall give such estimate and notice under this Subsection B,
then, the initial Floor Restoration Period set forth in Subsection A of this
Section 9.08, shall be so extended and (b) Tenant shall have the further option
to give to Owner a twenty (20) days' notice of termination of the leasing of the
Damaged Floor within thirty (30) days next following the giving of such estimate
and notice under this Subsection B by Owner to Tenant extending the initial
Floor Restoration Period.

                           C.       In the event that Tenant shall fail to give
any such notice within the time periods set forth therein, Tenant shall be
deemed to have given to Owner a notice pursuant to subdivision (ii) of
Subsection A of this Section 9.08 extending the Floor Restoration Period, and
any twenty (20) days' notice of termination of the leasing of the Damaged Floor
given by Tenant pursuant to the provisions of Subsection B of this Section 9.05
subsequent to the applicable thirty (30) day period provided therein shall be
void and of no force and effect.

                           D.       In the event that Tenant shall give to Owner
within the applicable time periods set forth in the foregoing provisions of this
Section a twenty (20) days' notice of termination of the leasing of the Damaged
Floor, upon the expiration of said twenty (20) days (referred to as the "Damage
Expiration Date"):

                                             (i) Tenant shall vacate and
surrender to Owner the Damaged Floor and fully comply with the provisions of
Article 21 with respect to the Damaged Floor on or prior to the Damage
Expiration Date and Tenant expressly waives any rights Tenant may have under the
provisions of Section 2201 of the New York Civil Practice Law and Rules and of
any similar law of like import then in force in connection with any holdover
proceedings which Owner may institute to enforce the foregoing provision of this
subdivision (i);

                                             (ii) All references in this Lease
to the Demised Premises shall be deemed to exclude the Damaged Floor;

                                             (iii) The Fixed Rent shall be
reduced by the Fixed Rent in effect from time to time allocable to the Damaged
Floor as set forth in Section 1.03A(ii);

                                             (iv) Tenant's Proportionate Share
set forth in Section 23.01E shall be reduced by the percentage set forth in
Section 1.03A(ii) allocable to the Damaged Floor;

                                             (v) If still executory and
applicable with respect to the Damaged Floor(s) in question, Owner's Work
Contribution shall be decreased by the sum of (x) multiplied by (y) the number
of rentable square feet of the Damaged Floor.

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<PAGE>

                  If requested by either party, the parties agree to execute and
deliver to each other after the Damage Expiration Date an agreement, in form
reasonably satisfactory to both parties, evidencing the surrender of the Damaged
Floor in question; however, neither the failure of either party to request the
execution of such agreement nor the failure of either party to execute and
deliver such agreement shall vitiate the provisions of this Section.

                           E.       Notwithstanding anything to the contrary set
forth in Section 9.05 and this Section 9.08, any failure by Tenant to vacate and
surrender the Demised Premises or Damaged Floor(s) in question at the expiration
of the applicable twenty (20) day periods set forth in Section 9.05 and this
Section 9.08 shall not vitiate Tenant's rights set forth therein or herein.

                                   ARTICLE 10

                                 EMINENT DOMAIN

                  Section 10.01. Taking of the Demised Premises: If the whole of
the Demised Premises shall be acquired for any public or quasi-public use or
purpose, whether by condemnation or by deed in lieu of condemnation, this Lease
and the Demised Term shall end as of the date of the vesting of title with the
same effect as if said date were the Expiration Date. If only a part of the
Demised Premises shall be so acquired or condemned then, except as otherwise
provided in this Section, this Lease and the Demised Term shall continue in
force and effect but, from and after the date of the vesting of title, the Fixed
Rent and any increases therein pursuant to Article 23 shall be reduced in the
proportion which the area of the part of the Demised Premises so acquired or
condemned bears to the total area of the Demised Premises immediately prior to
such acquisition or condemnation. If only apart of the Real Property shall be so
acquired or condemned, then (i) whether or not the Demised Premises shall be
affected thereby but provided at least fifty (50%) percent of the Building is so
acquired or condemned, if Owner, in Owner's reasonable judgment, determines that
it is economically unfeasible to continue to operate the Building as a Class A
headquarters building in midtown Manhattan, then Owner, at Owner's option, may
give to Tenant, within sixty (60) days next following the date upon which Owner
shall have received notice of vesting of title, a twenty (20) days' notice of
termination of this Lease, and (ii) if the part of the Real Property so acquired
or condemned shall contain more than ten (10%) percent of the total area of the
Demised Premises immediately prior to such acquisition or condemnation, or if,
by reason of such acquisition or condemnation, Tenant no longer has reasonable
means of access for the Demised Premises, Tenant, at Tenant's option, may give
to Owner, within sixty (60) days next following the date upon which Tenant,
shall have received notice of vesting of title, a twenty (20) days' notice of
termination of this Lease. Any dispute as to the reasonableness of Owner's
judgment as to such economic feasibility shall be determined by arbitration in
accordance with the provisions of Article 36. In the event any such five (5)
days' notice of termination is given, by Owner or Tenant, this Lease and the
Demised Term shall come to an end and expire upon the expiration of said five

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<PAGE>

(5) days with the same effect as if the date of expiration of said five (5) days
were the Expiration Date. If a part of the Demised Premises shall be so acquired
or condemned and this Lease and the Demised Term shall not be terminated
pursuant to the foregoing provisions of this Section, Owner, at Owner's expense,
shall restore that part of the Demised Premises not so acquired or condemned to
a self-contained rental unit. In the event of any termination of this Lease and
the Demised Term pursuant to the provisions of this Section, the Fixed Rent and
any increases therein pursuant to Article 23 shall be apportioned as of the date
of such termination and any prepaid portion of Fixed Rent for any period after
such date shall be refunded by Owner to Tenant. Owner agrees that unless the
Demised Premises are affected by such acquisition or condemnation Owner will not
exercise its option to give a notice of termination of this Lease pursuant to
the provisions of subdivision (i) of this Section 10.01 unless Owner exercises a
similar option in substantially all leases in the Building. Owner further agrees
that Owner will not exercise its option to give a notice of termination of this
Lease pursuant to the provisions of subdivision (i) of this Section 10.01 by
reason of a taking of an inconsequential portion of the Building.

                  Section 10.02. Condemnation Award or Claims: In the event of
any such acquisition or condemnation of all or any part of the Real Property,
Owner shall be entitled to receive the entire award for any such acquisition or
condemnation, Tenant shall have no claim against Owner or the condemning
authority for the value of any unexpired portion of the Demised Term and Tenant
hereby expressly assigns to Owner all of its right in and to any such award.
Nothing contained in this Section shall be deemed to prevent Tenant from making
a claim in any condemnation proceedings for the value of any items of Tenant's
Personal Property which are compensable, in law, as trade fixtures, or provided
that such claim is authorized by law and will not in any way diminish the award
to which Owner would be entitled if no such claim were made, for Tenant's moving
expenses.

                                   ARTICLE 11

                            ASSIGNMENT AND SUBLETTING

                  Section 11.01. General Covenant: Except as otherwise expressly
provided in this Lease, Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, covenants that,
without the prior consent of Owner in each instance, it shall not (i) assign
whether by merger, consolidation or otherwise, mortgage or encumber its interest
in this Lease, in whole or in part, or (ii) sublet, or permit the subletting of,
the Demised Premises or any part thereof, or (iii) permit the Demised Premises
or any part thereof to be occupied, or used for desk space, mailing privileges
or otherwise, by any person other than Tenant. If (1) the sale, pledge, transfer
or other alienation described in clauses (a) or (b) below is made to circumvent
the restriction on assignment set forth in this Lease or (2) this Lease is the
sole or principal asset of Tenant, then the sale, pledge, transfer or other
alienation of (a) a controlling interest in the issued and outstanding capital
stock of any corporate Tenant

                                       50
<PAGE>

(unless such stock is publicly traded on a recognized security exchange or
over-the counter market) or (b) any controlling interest in any partnership,
limited liability company or joint venture Tenant, however accomplished, and
whether in a single transaction or in a series of related and/or unrelated
transactions, shall be deemed for the purposes of this Section as an assignment
of this Lease which shall require the prior consent of Owner in each instance.
For the purposes of this Article, the word "controlling" shall have the same
meaning as the word control set forth in Section 11.05.

                  Section 11.02. Owner's Rights Upon Assignment: If Tenant's
interest in this Lease is assigned, whether or not in violation of the
provisions of this Article, Owner may collect rent from the assignee; if the
Demised Premises or any part thereof are sublet to, or occupied by, or used by,
any person other than Tenant, whether or not in violation of this Article,
Owner, after default beyond applicable grace periods, if any, by Tenant under
this Lease may collect rent from the subtenant, user or occupant. In either
case, Owner shall apply the net amount collected to the rents reserved in this
Lease, but neither any such assignment, subletting, occupancy, or use, whether
with or without Owner's prior consent, nor any such collection or application,
shall be deemed a waiver of any term, covenant or condition of this Lease or the
acceptance by Owner of such assignee, subtenant, occupant or user as tenant. The
consent by Owner to any assignment, subletting, occupancy or use shall not
relieve Tenant from its obligation to obtain the express prior consent of Owner
to any further assignment, subletting, occupancy or use. If this Lease is
assigned to any person or entity pursuant to any proceeding of the type referred
to in Subsections 16.01(c) and 16.01(d), any and all monies or other
consideration payable or otherwise to be delivered in connection with such
assignment shall be paid or delivered to Owner, shall be and remain the
exclusive property of Owner and shall not constitute property of Tenant or of
the estate of Tenant within the meaning of any proceeding of the type referred
to in Subsections 16.01(c) and 16.01(d). Any and all monies or other
considerations constituting Owner's property under the preceding sentence not
paid or delivered to Owner shall be held in trust for the benefit of Owner and
shall be promptly paid to or turned over to Owner. Any person or entity to which
this Lease is assigned pursuant to any proceeding of the type referred to in
Subsections 16.01(c) and 16.01(d) shall be deemed without further act or deed to
have assumed all of the obligations arising under this Lease on and after the
date of such assignment. Any such assignee shall execute and deliver to Owner
upon demand an instrument confirming such assumption. The listing of any name
other than that of Tenant on any door of the Demised Premises or on any
directory or in any elevator in the Building, or otherwise, shall not operate to
vest in the person so named any right or interest in this Lease or in the
Demised Premises, or the Building, or be deemed to constitute, or serve as a
substitute for, any prior consent of Owner required under this Article. If
Owner's consent to the occupancy by such person so named is required pursuant to
the terms of this Lease and such consent has not been obtained, then any such
listing referred to in the immediately preceding sentence shall constitute a
privilege extended by Owner which shall be revocable at Owner's will by notice
to Tenant.

                  Section 11.03.  Sublet Rights:  A.  (1)  As long as Tenant is
not in default under any of the terms, covenants or conditions of this Lease on
Tenant's part to be

                                       51
<PAGE>

observed or performed beyond the applicable grace period provided in this Lease,
Owner agrees not to unreasonably withhold or delay Owner's prior consent to
sublettings by Tenant of all or parts of the Demised Premises. Subject to
Section 11.07, each such subletting shall be for undivided occupancy by the
subtenant of that part of the Demised Premises affected thereby, for the use
expressly permitted in this Lease, and in any event, at no time shall there be
more than four (4) occupants, including Tenant, on any one full floor, and with
respect to any partial floor leased by Tenant not more than one (1) occupant,
including Tenant, with respect to each 5,000 rentable square feet on such
partial floor or, if Tenant leases the retail store and any second floor space
pursuant to Article 38 and with respect to the Third Floor Space pursuant to
Article 48, not more than one (1) occupant, including Tenant, with respect
thereto. For the purposes of this Section occupancy of the Demised Premises by
any Permitted Occupants (as hereinafter defined) shall be deemed to be occupancy
by Tenant.

                           (2)      Without Owner's prior consent, Tenant shall
not (a) negotiate or enter into a proposed subletting with any tenant, subtenant
or occupant of any space in the Building unless Owner has no other comparable
space available in the Building or (b) publicly list or otherwise publicly
advertise the Demised Premises or any part thereof for subletting at a rental
lower than the rental at which the Owner is then offering to rent comparable
space in the Building.

                           (3)      At least forty-five (45) days prior to any
proposed subletting comprising at least seven (7) floors of the Demised
Premises, at least thirty (30) days prior to any proposed subletting comprising
less than seven (7) floors of the Demised Premises, but at least four (4) floors
of the Demised Premises, and at least fifteen (15) days prior to any proposed
subletting comprising less than four (4) floors of the Demised Premises, Tenant
shall submit to Owner a statement (the "Proposed Sublet Statement") reflecting a
bona fide offer acceptable to Tenant to sublease the Demised Premises or a
portion thereof, which statement shall contain the name and address of the
proposed subtenant, the nature of the proposed subtenant's business and its
current financial status, if such status is obtained or obtainable by Tenant,
and the principal economic terms and conditions of the proposed subletting
including, but not limited to, the proposed commencement and expiration dates of
the term thereof and the extent of any Alterations to be made to the sublet
space which shall not be required to be restored by the proposed subtenant at
its expense. Unless the proposed sublet area shall constitute only an entire
floor (or floors), the Proposed Sublet Statement shall be accompanied by a floor
plan delineating the proposed sublet area.

                           (4)      Owner may withhold consent to a proposed
subletting if, (a) in Owner's reasonable judgment, the occupancy of the proposed
subtenant will tend to impair the character or dignity of the Building or impose
any additional material burden upon Owner in the operation of the Building,
unless, with respect to any additional material burden which, in Owner's
reasonable opinion, shall not adversely affect the Building, Tenant shall
reimburse Owner for the cost of such burden, or (b) the proposed subtenant shall
be a person or entity with whom Owner is then engaged in "on going negotiations"
as defined in Section 39.04 with respect to comparable space in the Building or
(c) with respect to any proposed

                                       52
<PAGE>

subletting of the retail space, second floor space and Third Floor Space leased
pursuant to Articles 38 and 48, respectively, in addition to the foregoing, if
the proposed subtenant thereof shall fail to meet the Retail Tenancy Criteria
set forth on Schedule D attached hereto and made a part hereof. If Owner shall
fail to respond to Tenant within such applicable forty-five (45), thirty (30) or
fifteen (15) day period, as the case may be, advising Tenant of whether or not
Owner has consented to the subletting in question, Owner shall be deemed to have
consented thereto, provided the Proposed Sublet Statement shall state in bold,
capitalized letters that Owner's failure to respond within the applicable time
period shall be deemed to be Owner's consent to the subletting in question. If
Owner shall withhold consent to the subletting in question, Owner shall state
the reasons for such withholding of consent.

                           (5)      In the event of any dispute between Owner
and Tenant as to the reasonableness of Owner's failure or refusal to consent to
any subletting, such dispute shall be determined by arbitration in accordance
with the provisions of Article 36. Any such determination shall be final and
binding upon the parties, whether or not a judgment shall be entered in any
court. If the determination of any such arbitration shall be adverse to Owner,
Owner, nevertheless, shall not be liable to Tenant for a breach of Owner's
covenant not to unreasonably withhold such consent and Tenant's sole remedy in
such event shall be to enter into the proposed subletting, except if such
arbitrators shall determine that in failing or refusing to so consent, Owner
acted in bad faith in a malicious and capricious manner, then the arbitrators
may award damages therefor.

                           (6)      Any Sublease consented to by Owner must
substantially conform to the information contained in the Proposed Sublet
Statement and shall expressly provide that, to the extent available, at Owner's
election, the subtenant shall obtain provisions in its insurance policies to the
effect that such policies shall not be invalidated should the insured waive, in
writing, prior to a loss, any or all right of recovery against any party for
loss occasioned by fire or other casualty which is an insured risk under such
policies, as set forth in Section 9.04, subject to reimbursement by Owner
pursuant to Section 9.04. Tenant shall. reimburse Owner within thirty (30) days
after demand for any reasonable and customary actual out-of-pocket costs or
expense paid to a third party that may be incurred by Owner's review of any
Proposed Sublet Statement or in connection with any sublease consented to by
Owner, including, without limitation, any reasonable and customary processing
fee, reasonable attorneys' fees and disbursements and the reasonable costs of
making investigations as to the acceptability of the proposed subtenant not to
exceed ONE THOUSAND FIVE HUNDRED ($1,500.00) DOLLARS in any one instance, with
such sum of ONE THOUSAND FIVE HUNDRED ($1,500.00) DOLLARS deemed increased
annually by the percentage increase in the Consumer Price Index for the month in
which the first anniversary of the Commencement Date and each subsequent
anniversary date thereof occurs over the Consumer Price Index for the month of
September, 1997.

                  B.       Notwithstanding the foregoing provisions of this
Section 11.03, Owner shall have the following rights with respect to each
proposed subletting by Tenant:

                                       53
<PAGE>

                                    (1)      In the event Tenant proposes to
sublet all or substantially all of the Demised Premises for either the remainder
of the Demised Term or for a term of not less than six (6) years, Owner, at
Owner's option, may give to Tenant, within forty-five (45) days after the
submission by Tenant to Owner of the Proposed Sublet Statement, a notice (the
"Recapture Termination Notice") terminating this Lease on the date (referred to
as the "Earlier Termination Date") immediately prior to the proposed
commencement date of the term of the proposed subletting, as set forth in such
statement, and, in the event such notice is given, this Lease and the Demised
Term shall come to an end and expire on the Earlier Termination Date with the
same effect as if it were the Expiration Date, the Fixed Rent shall be
apportioned as of said Earlier Termination Date and any prepaid portion of Fixed
Rent for any period after such date shall be refunded by Owner to Tenant; or

                                    (2)      In the event Tenant proposes to
sublet all or any portion of the Demised Premises for either the remainder of
the Demised Term or for a term of not less than six (6) years, Owner, at Owner's
option, may give to Tenant, within the applicable (insofar as it relates to the
size of the proposed subletting) period of forty-five (45), thirty (30) or
fifteen (15) days, as the case may be, after the submission by Tenant to Owner,
of the applicable Proposed Sublet Statement, a notice (the "Recapture Sublease
Notice") electing to eliminate such portion of the Demised Premises (said
portion is referred to as the "Eliminated Space") from the Demised Premises
during the period (referred to as the "Elimination Period") commencing on the
date (referred to as "Elimination Date") immediately prior to the proposed
commencement date of the term of the proposed subletting, as set forth in the
Proposed Sublet Statement, and ending on the proposed expiration date of the
term of the proposed subletting, as set forth in the Proposed Sublet Statement,
and in the event such notice is given the following shall apply:

                                             (a) The Eliminated Space shall be
                  eliminated from the Demised Premises during the Elimination
                  Period;

                                             (b) Tenant shall surrender the
                  Eliminated Space to Owner on or prior to the Elimination Date
                  in the same manner as if said Date were the Expiration Date;

                                             (c) If the Eliminated Space shall
                  constitute less than an entire floor, (i) Owner, at Owner's
                  expense, shall make any alterations and installations in the
                  Demised Premises required, in Owner's judgment, reasonably
                  exercised, to make the Eliminated Space a self-contained
                  rental unit with access through corridors to the elevators and
                  core toilets serving the floors on which the Eliminated Space
                  is located, and (ii) if the Demised Premises shall contain any
                  core toilets (for the purposes of this Article core toilets
                  shall be deemed to include any unisex toilets) or any
                  corridors (including any corridors proposed to be constructed
                  by Owner pursuant to this subdivision (c), providing access
                  from the Eliminated Space to the core area), Owner and any
                  tenant or other occupant of the Eliminated Space shall have
                  the right to use such toilets and corridors in common with
                  Tenant and any other permitted occupants of the

                                       54
<PAGE>

                  Demised Premises, and the right to install reasonable signs
                  and directional indicators in or about such corridors
                  indicating the name and location of such tenant or other
                  occupant;

                                             (d) During the Elimination Period,
                  the Fixed Rent shall be equitably reduced on the basis of the
                  area of the Eliminated Space and the allocations of Fixed Rent
                  set forth in Subsection 1.03A(ii) and Tenant's Proportionate
                  Share (set forth in Article 23) shall be equitably reduced on
                  the basis of the area of the Eliminated Space (including an
                  equitable portion of the area of any corridors and, if the
                  Eliminated Space is located on a floor of the Demised Premises
                  comprising a full floor, core toilets referred to in
                  subdivision (c) of this Subsection 11.03.B.(2) as part of the
                  area of the Eliminated Space for the purpose of computing such
                  reduction), and in the event that the Eliminated Space shall
                  be the entire Demised Premises, during the Elimination Period,
                  Tenant shall have no rights with respect to the Demised
                  Premises nor any obligations with respect to the Demised
                  Premises, including, but not limited to, any obligations to
                  pay Fixed Rent or any increases therein or any additional
                  rent, and any prepaid portion of Fixed Rent and any increases
                  therein for any period after the Elimination Date allocable to
                  the Elimination Space shall be refunded by Owner to Tenant;

                                             (e) There shall be an equitable
                  apportionment of any increase in the Fixed Rent pursuant to
                  Article 23 for the Escalation Year and Tax Escalation Year (as
                  defined in Article 23) in which said Elimination Date shall
                  occur;

                                             (f) If the Elimination Period shall
                  end prior to the Expiration Date, the Eliminated Space shall
                  be in a normal office use condition (or if the proposed
                  subletting by Tenant contemplated other than a normal office
                  use then, at Owner's election, in a condition equal to the
                  condition of use contemplated by such proposed subletting) and
                  Owner shall perform the following work prior to the
                  commencement of the Restored Period (as hereinafter defined)
                  unless the alterations to be removed would have both been
                  performed by Tenant for the subletting referred to in the
                  Proposed Sublet Statement and would not have been restored by
                  the proposed subtenant or restored at the subtenant's expense
                  (as to which the Proposed Sublet Statement shall be
                  conclusive): (w) if the Eliminated Space shall comprise any
                  full floor(s) and any such full floor(s) during the Eliminated
                  Period shall be altered to multi-tenant floors(s), Owner shall
                  remove all demising partitioning and perform all Alterations
                  necessary so that the full floor(s) in question are no longer
                  demised multi tenant floor(s) (x) Owner shall restore any
                  structural changes in the Eliminated Space performed during
                  the Elimination Period; (y) Owner shall return all Building
                  facilities in the Eliminated Space which were relocated (e.g.
                  plumbing) to the condition existing immediately prior to the
                  Elimination Period; (z) any cables installed in the

                                       55
<PAGE>

                  Eliminated Space during the Eliminated Period shall have been
                  tagged and shall be removed prior to the commencement of the
                  Restored Period and upon completion of such work the
                  Eliminated Space shall be deemed restored to and once again a
                  part of the Demised Premises during the period (referred to as
                  the "Restored Period") commencing on the date next following
                  the expiration of the Elimination Period and completion of the
                  above mentioned work by Owner and ending on the Expiration
                  Date;

                                             (g) During the Restored Period, if
                  any, the Fixed Rent shall be equitably increased on the basis
                  of the area of the Eliminated Space and the allocations of
                  Fixed Rent set forth in Subsection 1.03A(ii) and Tenant's
                  Proportionate Share shall be equitably increased on the basis
                  of the area of the Eliminated Space (including an equitable
                  portion of the area of any corridors and, if the Eliminated
                  Space is located on a full floor of the Demised Premises, core
                  toilets referred to in subdivision (c) of this Subsection
                  11.03.B.(2) as a part of the area of the Eliminated Space for
                  the purpose of computing such increase) and in the event that
                  the Eliminated Space shall be the entire Demised Premises,
                  during the Restored Period, the Demised Premises shall be in
                  the condition described in subdivision (f) of this Subsection
                  11.03.B.(2) and shall be deemed restored to Tenant and Tenant
                  shall have all rights with respect to the Demised Premises
                  which are set forth in this Lease and all obligations with
                  respect to the Demised Premises which are set forth in this
                  Lease, including, but not limited to, the obligations for the
                  payment of Fixed Rent and any increases therein (as it would
                  have been adjusted if Tenant occupied the Demised Premises
                  during the Elimination Period) and any additional rent; and

                                             (h) There shall be an equitable
                  apportionment of any increase in the Fixed Rent pursuant to
                  Article 23 for the Escalation Year and Tax Escalation Year in
                  which the Restored Period, if any, shall commence.

                                             However, notwithstanding the
                  foregoing, Owner and Tenant acknowledge the possibility that
                  all or any of the tenants or occupants of the Eliminated Space
                  may not have vacated and surrendered all or any portions of
                  the Eliminated Space to Owner by the commencement of the
                  Restored Period; accordingly, notwithstanding anything to the
                  contrary contained in the foregoing provisions of this
                  Subsection B, the following shall apply:

                                             (x) The Restored Period applicable
                  to the Eliminated Space shall commence on the commencement
                  date of the Restored Period with respect to those portions, if
                  any, of the Eliminated Space which are vacant on the
                  commencement of the Restored Period and with respect to those
                  portions, if any, of the Eliminated Space which are not vacant
                  on the commencement of the Restored Period on the respective
                  later date or dates upon which such portions of the Eliminated
                  Space become vacant and Owner gives

                                       56
<PAGE>

                  notice to Tenant of such vacancy but the Expiration Date shall
                  not be affected thereby, the increases in the Fixed Rent and
                  Tenant's Proportionate Share shall be equitably adjusted to
                  reflect the fact that all or any portions of the Eliminated
                  Space have not been restored to Tenant on the commencement of
                  the Restored Period but are restored to Tenant and included
                  back in the Demised Premises on a date or dates after the
                  commencement of the Restored Period; notwithstanding anything
                  to the contrary set forth in this subdivision (x), in no event
                  shall Tenant be obligated to take occupancy of any portion of
                  Eliminated Space in stages as it is surrendered by the tenants
                  thereof unless the portion so delivered to Tenant shall be
                  comprised of no less than the entire portion of the Eliminated
                  Space located on any floor of the Building;

                                             (y) Except as expressly set forth
                  in this Subsection 11.03.B. to the contrary, neither the
                  validity of this Lease nor the obligations of Tenant under
                  this Lease shall be affected thereby; and

                                             (z) Tenant waives any rights to
                  rescind this Lease and to recover any damages which may result
                  from the failure of Owner to deliver possession of all or any
                  portions of the Eliminated Space on the commencement of the
                  Restored Period; Owner agrees to institute within thirty (30)
                  days after the commencement of the Restored Period, possession
                  proceedings against any tenants and occupants who have not so
                  vacated and surrendered all or any portions of the Eliminated
                  Space, and agrees to prosecute such proceedings with
                  reasonable diligence.

At the request of Owner or Tenant, the parties shall execute and deliver an
instrument or instruments, in form reasonably satisfactory to both parties,
setting forth any modifications to this Lease contemplated in or resulting from
the operation of the foregoing provisions of this Subsection 11.03; however,
neither any party's failure to request any such instrument nor any party's
failure to execute or deliver any such instrument shall vitiate the effect of
the foregoing provisions of this Section. The failure by Owner to exercise any
option under this Section 11.03 with respect to any subletting shall not be
deemed it waiver of such option with respect to any extension of such subletting
not originally set forth in such sublease evidencing such subletting, or any
subsequent subletting of the premises affected thereby or any other portion of
the Demised Premises. Tenant agrees to indemnify Owner from all loss, cost,
liability, damage and expense, including, but not limited to, reasonable counsel
fees and disbursements, arising from any claims against Owner by any broker or
other person, for a brokerage commission or other similar compensation in
connection with any such proposed subletting, in the event (a) Owner shall (i)
fail or refuse to consent to any proposed subletting, or (ii) exercise any of
its options under this Section 11.03, or (b) any proposed subletting shall fail
to be consummated for any reason whatsoever.

                                    (3)      Time is of the essence with respect
to Owner's exercise of its right to (a) terminate this Lease as set forth in
Section 11.03(B)(1) and (b) eliminate the portion

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of the Demised Premises indicated in any Proposed Sublet Statement as set forth
in Section 11.03(B)(2). If Owner shall fail to deliver any Recapture Termination
Notice or Recapture Sublease Notice within such applicable time periods, the
rights of Owner under Sections 11.03(B)(1) or Section 11.03(B)(2), respectively,
as the case may be, shall be deemed of no further force and effect solely with
respect to the particular termination or recapture to which the applicable
Recapture Termination Notice or Recapture Sublease Notice relates, but the
rights of Owner under Section 11.03(B)(1) and Section 11.03(B)(2) with respect
to any subletting contemplated by any subsequent Proposed Sublet Statement shall
remain in full force and effect. Any Recapture Termination Notice or Recapture
Sublease Notice given by Owner after such applicable time period in which Owner
must exercise its right purporting to exercise such right shall be void and of
no force and effect.

                           C.       If (i) Tenant shall sublet all or any
portion of the Demised Premises in accordance with the provisions of this
Section 11.03 or (ii) Owner shall exercise the option contained in subsection
11.03B to terminate this Lease or eliminate the entire Demised Premises or any
portion of the Demised Premises in connection with any proposed subletting and
Owner shall thereafter relet the entire Demised Premises or that portion which
is eliminated, as the case may be, then and in those events, the parties shall
be entitled to the following percentages of Owner's Profits and/or Tenant's
Profits (as such terms are hereinafter defined) in connection with any such
sublettings by Tenant and/or relettings by Owner.

         I.       With respect to the following floors the entire fourth (4th)
through seventeenth (17th) floors and the top three (3) floors of the Building,
less the 10 Year Space (referred to, collectively, as the "20 Year Office
Space"): Tenant shall be entitled to 100% of Tenant's Profits in connection with
any subletting and Owner shall pay to Tenant after recapture, 100% of Owner's
Profits in the manner as hereinafter provided.

         II.      With respect to the 10 Year Space for the period expiring on
the 10 Year Surrender Date Tenant shall be entitled to 100% of Tenant's Profits
in connection with any subletting and Owner shall pay to Tenant after recapture,
100% of Owner's Profits in the manner as hereinafter provided.

         III.     With respect to any additional space leased pursuant to
Articles 38, 39, 43 and 44 for the Demised Term prior to the First Renewal Term,
and with respect to the 10 Year Space or any portion thereof (as such 10 Year
Space is defined as of the 10 Year Surrender Date) after the 10 Year Surrender
Date applicable thereto but prior to the First Renewal Term if Tenant renews the
term applicable thereto or any applicable portion thereof in accordance with the
provisions of Section 1.08, provided (x) with respect to the 10 Year Space,
Tenant has actually occupied the 10 Year Space for the conduct of its business
for at least two (2) years of the renewal term applicable thereto and (y) with
respect to any additional space leased pursuant to Articles 38, 39, 43, and 44,
Tenant has actually occupied such space for the conduct of its business for at
least two (2) years of the Demised Term applicable thereto, Tenant shall be
entitled to 50%, of Tenant's Profits and Owner shall be entitled to 50% of
Tenant's Profits in connection with any subletting and Owner shall be entitled
to 50% of Owner's Profits and

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Tenant shall be entitled to 50% of Owner's Profits in the event of any
relettings after recapture in the manner as hereinafter provided. If Tenant has
not occupied the space in question for its business for the minimum periods
hereinabove referred to in this subdivision III, Owner shall be entitled to 100%
of Tenant's Profits in connection with any such subletting and Owner shall be
entitled to 100% of Owner's Profits in the event of any such reletting after
recapture, as the case may be.

         IV.      Notwithstanding anything to the contrary set forth herein,
with respect to the entire Demised Premises during any Renewal Term, Owner shall
be entitled to 100% of Tenant's Profits in connection with any subletting and
Owner shall be entitled to 100% of Owner's Profits in the event of any reletting
after recapture in the manner as hereinafter provided.

         V.       Notwithstanding anything to the contrary set forth in
subdivision (III) above, with respect to the 1999 Option Space and the 2000
Option Space solely with respect to any sublettings of relettings after
recapture thereof during the first five (5) years of the Demised Term for terms
of five (5) years or less (referred to as a "Limited Subletting" and "Limited
Reletting" respectively), Tenant shall be entitled to 100% of Tenant's Profits
in connection with such Limited Sublettings and Owner shall pay to Tenant 100%
of Owner's Profits in connection with Limited Relettings in the manner as
hereinafter provided.

         VI.      Notwithstanding anything to the contrary set forth in this
Article, if Tenant adds any additional space to the Demised Premises pursuant to
the provisions of this Lease or by agreement between Owner and Tenant, or
otherwise, any portions of the Demised Premises so sublet or relet after
recapture as hereinabove provided, shall, for the purposes of determining what
percentages of Owner's Profits and Tenant's Profits shall be allocated to the
parties, be deemed (i) first to relate to and, accordingly, be deemed to be a
sublet or relet of, such additional space and not of the 20 Year Office Space or
10 Year Space even if it actually affects the 20 Year Office Space or 10 Year
Space until all the additional space has been deemed so affected by such
sublettings or relettings as hereinabove provided, and (ii) then first be deemed
to relate to the 10 Year Space until so affected before it relates to the 20
Year Office Space even if it first affects the 20 Year Office Space.

         If Owner shall have exercised the option contained in Subsection
11.03.B to terminate this Lease or eliminate the entire Demised Premises or any
portion of the Demised Premises in connection with any proposed subletting,
then, in those events, with respect to the percentage of any Owner's Profits to
which Tenant shall be entitled as hereinabove provided, Owner shall pay to
Tenant quarterly, at the end of each calendar quarter year during which such
reletting hereinabove referred to shall continue, the applicable percentage of
Owner's Profits received by Owner in connection with the reletting in question,
but only with respect to that period prior to the end of the Demised Term, or if
Owner has exercised the option contained in Subsection 11.03.B to terminate this
Lease only with respect to that period which would have comprised the unexpired
portion of the Demised Term of this Lease had Owner not so exercised such
option, as the case may be. With respect to the percentage of Tenant's Profits
to which Owner

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shall be entitled as hereinabove provided, Tenant shall pay to Owner quarterly,
at the end of each calendar quarter during which any such subletting hereinabove
referred to shall continue, the applicable percentage of Tenant's Profits
received by Tenant in connection with the subletting in question. The term
"Owner's Profits" shall mean the amount by which the rental received by Owner
during the term of any such reletting first deducting from such rental "Owner's
reletting costs" [as hereinafter defined] exceeds the rental which would have
been payable by Tenant to Owner for the premises covering such reletting had not
Owner exercised its option to terminate or eliminate, as the case may be. The
term "Owner's reletting costs" shall mean with respect to each reletting by
Owner of the Demised Premises or portions thereof the cost to Owner of altering
such premises in connection with such reletting plus any rental concessions
provided by Owner, any so-called "takeover" obligations incurred by Owner, any
brokerage commissions and reasonable counsel fees incurred by Owner and any
other reasonable expenses incurred by Owner in connection with such reletting.
The term "Tenant's Profits" shall mean the amount by which the rental received
by Tenant during the term of any such subletting (first deducting from such
rental "Tenant's subletting costs" [as hereinafter defined] exceeds the rental
payable by Tenant to Owner for the premises covered by such subletting. There
shall be deemed included in such rental received by Tenant during the term of
such subletting all sums paid for the sale or rental of any fixtures, leasehold
improvements, equipment, furniture or other personal property, less, in the case
of the sale or rental thereof, the then net unamortized (on a straight-line
basis over the term of this Lease) cost thereof, which were provided and
installed in the sublet premises at the sole cost and expense of Tenant and for
which no allowance or other credit has been given. The term "Tenant's subletting
costs" shall mean with respect to each subletting by Tenant of the Demised
Premises or portions thereof the cost to Tenant of altering such premises in
connection with such subletting plus any rental concessions provided by Tenant,
any so-called "takeover" obligations incurred by Tenant, any brokerage
commissions and reasonable counsel fees incurred by Tenant and any other
reasonable expenses incurred by Tenant in connection with such subletting. The
foregoing notwithstanding, if Owner shall exercise its rights under subsection
11.03(B), then for the purposes of determining Owner's Profits to which Tenant
shall be entitled as hereinabove provided then, Owner shall be deemed to have
relet such Eliminated Space whether or not Owner actually relets the Eliminated
Space in question for a term to commence on the proposed commencement date of
the sublease set forth in the Proposed Sublet Statement which Tenant had
submitted with respect to such Eliminated Space, and Owner's Profits therefor
shall be deemed the greater of (i) the amount which would have constituted
Tenant's Profits if Owner had not so exercised such option to recapture and
Tenant had consummated the subletting referred to or (ii) the actual amount of
Owner's Profits, if any, with respect to the reletting consummated by Owner. The
foregoing notwithstanding, if Owner shall exercise its rights under subsection
11.03(B)(2), then any portion of Owner's Profits to which Tenant shall be
entitled hereunder shall not be less than a sum equal to an amount which would
have constituted Tenant's Profits if Owner had not so exercised such option to
recapture and Tenant had consummated the subletting referred to in the Proposed
Sublet Statement in question.

                           D.       Owner and Tenant agree that any
consideration paid to Tenant or any subtenant or other person claiming through
or under Tenant in connection with an

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assignment of Tenant's interest in this Lease or the interest of any subtenant
or other person claiming through or under Tenant under any sublease, if such
assignment shall be effected with court approval in a proceeding of the types
described in Subsection 16.01(c), or (d) or in any similar proceeding, shall
accrue to the benefit of Owner and not to the benefit of Tenant or of any
subtenant or other person claiming through or under Tenant or of the creditors
of Tenant or of any such subtenant or other person claiming through or under
Tenant. Accordingly, Owner and Tenant agree that if Tenant, or any subtenant or
other person claiming through or under Tenant shall assign or have assigned its
interest as Tenant under this Lease or its interest as subtenant under any
sublease, as the case may be, which assignment is effected with court approval
in a proceeding of the types described in Subsection 16.01(c) or (d) or in any
similar proceeding, Tenant shall pay to Owner a sum equal to any consideration
paid to Tenant or any subtenant or other person claiming through or under Tenant
for such assignment. All sums payable under this Subsection D shall be paid to
Owner as additional rent immediately upon such sums becoming payable to Tenant
or to any subtenant or other person claiming through or under Tenant, and, if
requested by Owner, Tenant shall promptly enter into a written agreement with
Owner setting forth the amount of such sums to be paid to Owner, however,
neither Owner's failure to request the execution of such agreement nor Tenant's
failure to execute such agreement shall vitiate the provisions of this
Subsection D. For the purposes of this Section, a trustee, receiver or other
representative of the Tenant's or any subtenant's estate under any federal or
state bankruptcy act shall be deemed a person claiming through or under Tenant.
Except as otherwise provided in Sections 11.05, 11.06 and 11.07, neither Owner's
consent to any subletting nor anything contained in this Section shall be deemed
to grant to any subtenant or other person claiming through or under Tenant the
right to sublet all or any portion of the Demised Premises or to permit the
occupancy of all or any portion of the Demised Premises by others. Except as
otherwise provided in Section 11.05, 11.06 and 11.07, neither any subtenant
referred to in this Section nor its heirs, distributees, executors,
administrators, legal representatives, successors nor assigns, without the prior
consent of Owner in each instance, shall (i) assign, whether by merger,
consolidation or otherwise (except for a merger or consolidation which is
consummated for a good business purpose pursuant to which the surviving entity
continues to carry on the same business in the space sublet and in which the
interest of such subtenant in such sublet space is not the sole or principal
asset of such subtenant and in which the net worth of the surviving entity, as
determined in accordance with generally accepted accounting principles
consistently applied, is at least equal to that of such subtenant as of the date
of the sublease, as adjusted in the same manner as provided in Section 11.06),
mortgage or encumber its interest in any sublease, in whole or in part, or (ii)
sublet, or permit the subletting of, that part of the Demised Premises affected
by such subletting or any portion thereof, or (iii) permit such part of the
Demised Premises affected by such subletting or any portion thereof to be
occupied or used for desk space, mailing privileges or otherwise, by any person
other than such subtenant and any sublease shall provide that any violation of
the foregoing provisions of this sentence shall be an event of default
thereunder. The sale, pledge, transfer or other alienation of (a) a controlling
interest of the issued and outstanding capital stock of any corporate subtenant
(unless such stock is publicly traded on any recognized security exchange or
over-the-counter market) or (b) any controlling interest in any partnership,
limited liability company or joint venture subtenant, however accomplished, and
whether in a single

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transaction or in a series of related or unrelated transactions, shall be deemed
for the purposes of this Section to be an assignment of such sublease which
shall require the prior consent of Owner in each instance and any sublease shall
so provide. For the purposes of this Section, the word "control" or
"controlling" shall have the same meaning as the word "control" set forth in
Section 11.05.

                  Section 11.04. Owner's Rights Upon Lease Disaffirmance: A. In
the event that, at any time after Tenant may have assigned Tenant's interest in
this Lease, this Lease shall be disaffirmed or rejected in any proceeding of the
types described in Subsections 16.01(c) and (d), or in any similar proceeding,
or in the event of termination of this Lease by reason of any such proceeding or
by reason of lapse of time following notice of termination given pursuant to
Section 16.01 based upon any of the Events of Default set forth in said
Subsections, Tenant, upon request of Owner given within thirty (30) days next
following any such disaffirmance, rejection or termination (and actual notice
thereof to Owner in the event of a disaffirmance or rejection or in the event of
termination other than by act of Owner), shall (i) pay to Owner all Fixed Rent,
additional rent and other charges due and owing by the assignee to Owner under
this Lease to and including the date of such disaffirmance, rejection or
termination, and (ii) as "tenant", enter into a new lease with Owner of the
Demised Premises for a term commencing on the effective date of such
disaffirmance, rejection or termination and ending on the Expiration Date unless
sooner terminated as in such lease provided, at the same Fixed Rent and then
executory terms, covenants and conditions as are contained in this Lease, except
that (a) Tenant's rights under the new lease shall be subject to the possessory
rights of the assignee under this Lease and the possessory rights of any person
claiming through or under such assignee or by virtue of any statute or of any
order of any court, and (b) such new lease shall require all defaults existing
under this Lease to be cured by Tenant with due diligence, and (c) such new
lease shall require Tenant to pay all increases in the Fixed Rent reserved in
this Lease which, had this Lease not been so disaffirmed, rejected or
terminated, would have accrued under the provisions of Article 23 of this Lease
after the date of such disaffirmance, rejection or termination with respect to
any period prior thereto. In the event Tenant shall default in its obligation to
enter into said new lease for a period of ten (10) days next following Owner's
request therefor, then, in addition to all other rights and remedies by reason
of such default, either at law or in equity, Owner shall have the same rights
and remedies against Tenant as if Tenant had entered into such new lease and
such new lease had thereafter been terminated as at the commencement date
thereof by reason of Tenant's default thereunder. Nothing contained in this
Section shall be deemed to grant to Tenant any right to assign Tenant's interest
in this Lease.

                           B.       If Tenant assumes this Lease in any
proceeding of the types described in Subsections 16.01(c) and (d), or in any
similar proceeding and proposes to assign the same pursuant to said proceeding
to any person or entity who shall have made a bona fide offer to accept an
assignment of this Lease on terms acceptable to the Tenant, then notice of such
proposed assignment shall be given to Owner by Tenant no later than twenty (20)
days after receipt by Tenant of such offer, but in any event no later than ten
(10) days prior to the date that Tenant shall make application to a court of
competent jurisdiction for authority and approval to

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enter into such assignment and assumption. Such notice shall set forth (a) the
name and address of such person, (b) all of the terms and conditions of such
offer, and (c) adequate assurance of future performance by such person under the
Lease, including, without limitation, the assurance referred to in Section
365(b)(3) of the United States Bankruptcy Code or any provisions in substitution
thereof. Owner shall have the prior right and option, to be exercised by notice
to Tenant given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the bona fide offer made
by such person, less any brokerage commissions which would otherwise be payable
by Tenant out of the consideration to be paid by such person in connection with
the assignment of this Lease.

                           C.       Intentionally Omitted.

                  Section 11.05. A. Notwithstanding anything to the contrary set
forth in this Lease, Tenant shall have the right, without the prior consent of
Owner, to assign its interest in this Lease, for the use permitted in this
Lease, to any entity which at the time of such assignment is a subsidiary or
affiliate of Tenant. For the purposes of this Lease, (except where otherwise
defined): (a) a "subsidiary" of Tenant shall mean any corporation not less than
fifty-one (51%) percent of whose outstanding voting stock at the time shall be
owned directly or indirectly by Tenant provided Tenant, in any event, shall
control such subsidiary, and (b) an "affiliate" of Tenant shall mean Tenant's
parent and any corporation, partnership or other business entity which directly
or indirectly controls or is controlled by, or is under common control with
Tenant. For the purpose of the definition of "affiliate" the word "control"
(including, "controlled by" and "under common control with") as used with
respect to any corporation, partnership or other business entity, shall mean the
possession of the power to direct or cause the direction of the management and
policies of such corporation, partnership or other business entity, whether
through the ownership of voting securities or contract. No such assignment shall
be valid or effective unless, within thirty (30) days after the execution
thereof, Tenant shall deliver to Owner all of the following: (I) a duplicate
original instrument of assignment substantially in the form annexed hereto as
Exhibit 3, duly executed by Tenant, in which Tenant shall (a) waive all notices
of default given to the assignee, and all other notices of every kind or
description now or hereafter provided in this Lease, by statute or rule of law
and (b) acknowledge that Tenant's obligations with respect to this Lease shall
not be discharged, released or impaired by (i) such assignment, (ii) any
amendment or modification of this Lease, whether or not the obligations of
Tenant are increased thereby, (iii) any further assignment or transfer of
Tenant's interest in this Lease, (iv) any exercise, non-exercise or waiver by
Owner of any right, remedy, power or privilege under or with respect to this
Lease, (v) any waiver, consent, extension, indulgence or other act or omission
with respect to any other obligations of Tenant under this Lease, (vi) any act
or thing which, but for the provisions of such assignment, might be deemed a
legal or equitable discharge of a surety or assignor, to all of which Tenant
shall consent in advance, it being the purpose and intent of Owner and Tenant
that the obligations of Tenant hereunder as assignor shall be absolute and
unconditionally under any and all circumstances, and (II) an instrument,
substantially in the form annexed hereto as Exhibit 3, duly executed by the
assignee, in which such assignee shall assume the observance and

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performance of, and agree to be bound by, all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed. The
provisions of Section 11.03 relating to any payment by Tenant to Owner of any
consideration for any assignment shall not apply to such assignment to any such
subsidiary or affiliate of Tenant. Any rights granted to Tenant to assign its
rights under this Lease and any obligations of Tenant related thereto, as set
forth in this Section 11.05A, shall be granted to and binding upon any permitted
subtenant under this Lease.

                           B.       Notwithstanding anything to the contrary set
forth in this Lease, Tenant shall have the right, without the prior consent of
Owner, to sublet to, or permit the use or occupancy of, all or any part of the
Demised Premises by any entity which at the time such sublease or occupancy
agreement is executed is a subsidiary or affiliate (as said terms are defined in
Section 11.05A.) of Tenant for the uses permitted in this Lease. However, no
such subletting shall be valid unless, within thirty (30) days after the
execution thereof, Tenant shall give notice to Owner of the subletting, and
shall deliver to Owner an agreement, in form and substance reasonably
satisfactory to Owner, duly executed by Tenant and said subtenant, in which said
subtenant shall agree not to violate the provisions of this Lease. Tenant shall
give prompt notice to Owner of any such use or occupancy of all or any part of
the Demised Premises and such use or occupancy shall be subject and subordinate
to all of the terms, covenants and conditions of this Lease. For the purposes of
determining the number of subtenants or occupants in the Demised Premises, the
occupancy of any such permitted subsidiary or affiliate of Tenant shall be
deemed the occupancy of Tenant and such subsidiary or affiliate shall not be
counted as a subtenant or occupant for the purposes of Section 11.03 and the
provisions of Section 11.03 relating to Owner's option to terminate this Lease
and recapture any portions of the Demised Premises and the provisions of Section
11.03 relating to Tenant's Profits shall not be applicable to any proposed
subletting to any such subsidiary or affiliate of Tenant pursuant to the
provisions of this Section. Any rights granted to Tenant to sublet or permit
occupancy of the Demised Premises and any obligations of Tenant related thereto,
as set forth in this Subsection 11.05B, shall be granted to and binding upon any
permitted subtenant under this Lease.

                           C.       Tenant may permit the use or occupancy of
the Third Floor Space and a single floor of the Demised Premises designated by
Tenant by (x) persons with whom Tenant has an ongoing business relationship and
(y) Tenant's consultants who are working, at the time of such use or occupancy,
on business projects for Tenant (any such persons are referred to individually
and collectively, as "Permitted Occupants"), provided that, (i) there shall be
no separate identification of any Permitted Occupant in any entrance to the
Demised Premises, (ii) the Permitted Occupants shall use the Demised Premises in
conformity with all applicable provisions of this Lease, (iii) in no event shall
the use of any portion of the Demised Premises by any Permitted Occupant create
or be deemed to create any right, title or interest of the Permitted Occupant in
or to the Demised Premises, (iv) the occupancy by a Permitted occupant shall not
materially increase the traffic through the lobby of the Building beyond that
which would reasonably be expected to occur if Tenant used the entire Demised
Premises for the normal conduct of its business, or be likely to increase
Owner's operating

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expenses beyond that which would be incurred for use by Tenant or for use in
accordance with standards of use by Tenant or for use in accordance with
standards of use of other tenancies in the Building, or increase the burden on
existing cleaning services or elevators over the burden that would be incurred
for use by Tenant for normal business purposes in accordance with the provisions
of this Lease if the Demised Premises were fully occupied by Tenant, and (v)
such arrangement will terminate automatically upon the termination of this
Lease. Within ten (10) days after Owner's request, which may be made at
reasonable intervals Tenant shall provide Owner with a list of all Permitted
Occupants and include in such list a statement as to (xx) the character and
nature of the business to be conducted by each Permitted Occupant, (yy) the
rentable square footage to be occupied by such Permitted Occupant, and (zz) the
duration of such occupancy together with a copy of any executed license
agreement between Tenant and such Permitted Occupant.

                  Section 11.06. Owner's consent shall not be required for an
assignment of Tenant's interest in this Lease to any person, corporation,
partnership, or other business entity which is a successor of Tenant, either by
merger or consolidation or the purchase of all or substantially all of the
assets, business and goodwill of, or a majority of the stock of Tenant or any
similar transaction provided that (a) the purchaser shall have a net worth after
such assignment, as determined in accordance with generally accepted accounting
principles consistently applied, at least equal to an amount equal to the net
worth of Tenant immediately prior to the effective date of such assignment (the
"Required Net Worth"), and (b) the interest of Tenant in this Lease is not the
sole or principal asset of Tenant and (c) such assignment is not made to
circumvent the restrictions on assignment set forth in this Lease.
Notwithstanding anything contained in this Section to the contrary, such
assignment of this Lease to such a successor shall not be valid if the aforesaid
proposed assignee shall not have a net worth at least equal to the Required Net
Worth, or the interest of Tenant in this Lease is the sole or principal asset of
Tenant or such assignment is made to circumvent the restrictions on assignment
set forth in this Lease.

                           In the event of any dispute between Owner and Tenant
as to whether any such assignment complies with this Section 11.06, such dispute
shall be determined by arbitration in the City of New York in accordance with
the provisions of Section 36.01. Any such determination shall be final and
binding upon the parties whether or not a judgment shall be entered in any
court. If the determination of any such arbitration shall be adverse to Owner,
Owner, nevertheless, shall not be liable to Tenant and Tenant's sole remedy in
such event shall be to have the proposed assignment deemed valid. If the
determination of any such arbitration shall be adverse to Tenant, Tenant,
nevertheless, shall not be liable to Owner and Owner's sole remedy in such event
shall be to have the proposed assignment deemed invalid.

                           No such assignment shall be valid, unless, within
forty five (45) days after the execution thereof, Tenant shall deliver to Owner
(I) a duplicate original instrument of assignment substantially in the form
annexed hereto as Exhibit 3, duly executed by Tenant, in which Tenant shall (a)
waive all notices of default given to the assignee and all other notices of
every kind or description, now or hereafter provided in this Lease, by statute
or by rule of

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<PAGE>

law and (b) acknowledge that Tenant's obligations with respect to this Lease
shall not be discharged, released or impaired by (i) such assignment; (ii) any
amendment or modification of this Lease (whether or not the obligations of
Tenant are increased thereby, except that Tenant shall not be liable for any
such increased obligations agreed to by Owner and such successor at anytime that
such successor is not an affiliate or subsidiary of Tenant; (iii) any further
assignment or transfer of Tenant's interest in this Lease; (iv) any exercise,
non-exercise or waiver by Owner of any right, remedy, power or privilege under
or with respect to this Lease; (v) any waiver, consent, extension, indulgence or
other act or omission with respect to any of the obligations of Tenant under
this Lease; (vi) any act or thing which, but for the provisions of such
assignment, might be deemed a legal or equitable discharge of a surety or
assignor, to all of which Tenant shall consent in advance; it being the purpose
and intent of Owner and Tenant that the obligations of Tenant hereunder as
assignor shall be absolute and unconditional under any and all circumstances;
and (II) an instrument substantially in the form annexed hereto as Exhibit 3
duly executed by the assignee, in which such assignee shall assume observance
and performance of, and agree to be bound by, all of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed.

                  Section 11.07. Notwithstanding anything to the contrary
contained in this Lease, in the event that any subtenant or further subtenant
(as hereinafter provided) of at least one (1) full floor of the Demised Premises
(any such subtenant or further subtenant is referred to as a "Prime Subtenant")
desires to further sublet all or any portion of the premises sublet by it from
Tenant or the immediately preceding subtenants as the case maybe, Owner agrees
not to unreasonably withhold or delay Owner's prior consent to such further
subletting by such Prime Subtenant under the same conditions as set forth in
Section 11.03(A) provided, however, that the restrictions set forth in Section
11.03 shall apply in all respects to such further subletting as if such further
subletting were made by Tenant, which restrictions include, without limitation,
(i) the obligation of Tenant to deliver a Proposed Sublet Statement within the
applicable time periods and the occupancy restrictions as both are set forth in
Subsection 11.03(A), (ii) the right of Owner to exercise Owner's recapture
rights within the applicable time limitations as set forth in Subsection
11.03(B), and (iii) the obligations of the parties set forth in Subsection
11.03(C) regarding the sharing of profits relating to sublettings and
relettings. Owner and Tenant agree that if such Prime Subtenant or any other
person claiming through or under such Prime Subtenant shall assign or have
assigned its interest as subtenant under such subletting or its interest as
further subtenant under any further sublease, as the case may be, which
assignment is effected with court approval in a proceeding of the types
described in Subsection 16.01(c) or (d) or in any similar proceeding, such Prime
Subtenant shall pay to Owner a sum equal to any consideration paid to such Prime
Subtenant or to any further subtenant or other person claiming through or under
such Prime Subtenant for such assignment. For the purposes of this subsection, a
trustee, receiver or other representative of such Prime Subtenant's or any other
further subtenant's estate under any Federal or State Bankruptcy Act shall be
deemed a person claiming through or under such Prime Subtenant. In the event of
any dispute between Owner and Tenant as to the reasonableness of Owner's refusal
to consent to any such further subletting, such dispute shall be determined by
arbitration in the City of New York in accordance with the provisions of Article
36. Any such determination shall be final and binding upon the parties,

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whether or not a judgment shall be entered in any court. If the determination of
any such arbitration shall be adverse to Owner, Owner, nevertheless, shall not
be liable to Tenant or to such Prime Subtenant for a breach of Owner's covenant
not unreasonably to withhold such consent and Tenant's and such Prime
Subtenant's sole remedy in such event shall be to enter into the proposed
further subletting, except if such arbitrator(s) shall determine that in failing
or refusing to so consent, Owner acted in bad faith in a malicious and
capricious manner, then the arbitrators may award damages thereto.

                  Section 11.08. A. Owner covenants and agrees, for the benefit
of any subtenant under a Protected Sublease (as hereinafter defined), at
Tenant's or such subtenant's request, to execute and deliver a non-disturbance
agreement, (which, in Owner's reasonable opinion, is in customary and standard
form for a like transaction, provided that in any case, such non-disturbance
agreement shall contain the provisions of subsection C of this Section 11.08),
at the time such Protected Sublease is made and approved, confirming Owner's
agreement to recognize such subtenant as the direct tenant of Owner upon the
termination of this Lease by reason of default or insolvency of Tenant
hereunder, provided that:

                                             (i) the non-disturbance agreement
shall provide that the subtenant attorns to Owner either upon, at Owner's
election, (a) all of the terms and conditions of this Lease (modified to reflect
the space covered by the Protected Sublease and to eliminate any rights under
Section 1.05, 1.06, 1.07, 1.08, 1.09, 3.01E, 3.07B, 3.09, 3.10, 5.03, 11.03C
(except that IV of Section 11.03C shall apply to all sublettings and all defined
terms therein which are defined in the other Sections of Article 11 shall retain
such meanings), 12.01, 29.01A (except for the first two sentences thereof),
29.01B, 29.01D, 29.03(A)(I) and introductory paragraph preceding I, 29.08, the
last two sentences of 29.09A, 29.09C, 29.10, 35.02, Articles 34, 38, 39, 40, 41,
42, 43, 44, 45, 46, 47, 48, 49, 50 and 51 and Addendum A or (b) upon all of the
terms and conditions set forth in the Protected Sublease; and

                                             (ii) Owner shall be reimbursed for
its reasonable out-of-pocket expenses, including reasonable legal fees, in
connection with such non-disturbance agreement.

                           B.       As used herein, a "Protected Sublease" shall
mean a sublease which:

                                    (1)      Owner has consented to or for which
Owner's consent shall not be required;

                                    (2)      is with a subtenant who is not a
subsidiary or affiliate of Tenant and who has a net worth, determined in
accordance with generally accepted accounting principles consistently applied,
equal to ten (10) times the aggregate of the Fixed Rent and additional rent upon
which such subtenant would attorn under the provisions of Subdivision B(5) of
this Section 11.08. At the time of the request for such non-disturbance
agreement, Tenant shall deliver to Owner a reasonably detailed statement of the
financial condition of the subtenant, prepared in accordance with generally
accepted accounting principles consistently applied,

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certified to by an executive officer, principal or partner of the subtenant and
certified without any material qualifications (it being expressly agreed that
material qualifications shall include, without limitation, a "going-concern"
qualification and a "failure to present fairly" qualification, by a firm of
reputable independent certified public accountants having at least twenty-five
(25) partners or shareholders and a reputation in the industry for performing
quality audits similar to those performed by any of the so-called "big six"
accounting firms or their successors, which statement shall reflect the
financial condition of the subtenant at the time of Tenant's request for the
non-disturbance agreement;

                                    (3)      has a term either (a) of ten (10)
years or more or (b) which shall expire on the Expiration Date of this Lease,
provided the term of the Protected Sublease is at least five (5) years;

                                    (4)      provides for the demise of either
(i) at least two (2) full floors of which one (1) shall be the entire "end
floor" (that is, the then highest or lowest floor of either block of contiguous
floors of the Demised Premises) together with one or more entire floors which
are contiguous to such "end floor" (for the purposes of determining contiguity,
any space leased to Tenant under this Lease which has been eliminated from the
Demised Premises pursuant to the provisions of Section 11.03 shall be deemed to
be space leased to Tenant under this Lease) or (ii) any entire two (2) floors or
more which are contiguous to contiguous floors that, in turn, are contiguous to
an "end floor", provided that all such contiguous floors above or below the
entire two (2) or more floors in question are the subject of a sublease or
subleases with respect to which Owner previously gave a non-disturbance and
attornment agreement pursuant to this Section, and each subtenant thereunder is
not then in default beyond any applicable grace period provided in its sublease.

                                    (5)      provides for Fixed Rent and
additional rent equal to or greater than, on a per rentable square foot basis,
the Fixed Rent, and all other applicable additional rent provided for in this
Lease with respect to such portion of the Demised Premises (or which provides
for the escalation of such subtenant's rental to such level at such time as it
seeks to invoke the protection of the non-disturbance agreement).

                           C.       Nothing contained in this Section 11.08
shall impose upon Owner any liability (a) for any default by Tenant under the
Protected Sublease, occurring prior to any date upon which Owner shall become
landlord of any such subtenant, (b) for any credits, offsets or claims against
the rent under the Protected Sublease as a result of any acts or omissions of
Tenant, including, but not limited to, any free rent provided to any such
subtenant in the Protected Sublease, (c) for any rent paid in advance by any
such subtenant under a Protected Sublease beyond the rent period next following
the current rent period, (d) for any of the obligations of the sublessor under
the Protected Sublease, to make any payment to such subtenant or for any
previous acts or omissions of the sublessor thereunder, including, but not
limited to, any obligation of sublessor to perform any improvements in the space
affected by the Protected Sublease to make a contribution to the subtenant in
lieu of such improvements or otherwise to be responsible under any "takeover"
agreement or any other obligation to make

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any payment to such subtenant whether or not such obligation arises from any
such previous acts or omissions of the sublessor thereunder, or (e) arising from
any modification of the Protected Sublease not consented to by Owner, and the
provisions of any such non-disturbance agreement may so provide.

                           D.       The obligations of Owner under the
provisions of subparagraph A of this Section 11.08 to deliver a tenant
recognition agreement to a subtenant under a Protected Sublease may be
conditioned upon the existence of any one or more of the following circumstances
at the time a request therefor is made:

                                    (1)      any such subtenant shall not be in
default in the observance or performance of any of the covenants of the
Protected Sublease on the part of such subtenant to be observed or performed
beyond the applicable grace periods provided therein for the curing of such
default; and

                                    (2)      any such subtenant shall have
furnished to Owner a statement, in writing, as to the above circumstance (1)
within fifteen (15) days after Owner shall have made written demand for such
statement.

                  Section 11.09. Reference is made hereby to a Reuters Occupancy
Agreement, dated as of even date herewith, among Three Times Square Center
Partners, L.P., Reuters America Holdings, Inc. ("Reuters") and 3 Times Square
Associates, LLC, in which, among other things, Reuters agrees for itself and its
affiliates (including the Tenant hereunder) to occupy not less than 300,000
rentable square feet of office space in the new office building to be
constructed at the northwest corner of 42nd Street and Seventh Avenue and to not
sublease 500,000 rentable square feet of the premises demised to Reuters and/or
its affiliates in such building. Tenant shall, during the Demised Term, hold
Owner harmless of and from all loss, cost, liability, damage and expense,
including, but not limited to, reasonable counsel fees and disbursements,
arising from a breach of Tenant's obligations under such Reuters Occupancy
Agreement, but any such breach shall not be a default under this Lease.

                  Section 11.10. Owner shall maintain an electronic Building
directory in the lobby of the Building and afford Tenant the right to list
thereon the name(s) of Tenant, its employees, any permitted occupants in the
Demised Premises and such permitted occupants' employees.

                  Section 11.11. Notwithstanding any of the terms, covenants and
conditions of this Lease, neither any assignment of Tenant's interest in this
Lease nor any subletting, occupancy or use of the Demised Premises or any part
thereof by any person other than Tenant, nor any collection of rent by Owner
from any person other than Tenant as provided in this Section, nor any
application of any such rent as provided in this Section shall, in any
circumstances, relieve Tenant of its obligation fully to observe and perform the
terms, covenants and conditions of this Lease on Tenant's part to be observed or
performed.

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                                   ARTICLE 12

                          OWNER'S INITIAL CONSTRUCTION

                  Section 12.01. Owner agrees to perform work and make
installations in the Demised Premises as set forth in Addendum A. Such work and
installations are referred to as "Owner's Initial Construction". All of the
terms, covenants and conditions of Addendum A are incorporated in this Lease by
reference and shall be deemed a part of this Lease as though fully set forth in
the body of this Lease.

                                   ARTICLE 13

                           ACCESS TO DEMISED PREMISES

                  Section 13.01. Owner's Right to Enter: (A) Owner and its
agents shall have the following rights in and about the Demised Premises: (i) to
enter the Demised Premises at all tines in cases of emergency and at all
reasonable times upon reasonable advance notice in other cases to examine the
Demised Premises or for any of the purposes set forth in this Article or for the
purpose of performing any obligation of Owner under this Lease or exercising any
right or remedy reserved to Owner in this Lease, or complying with any Legal
Requirement which Owner is obligated to comply with hereunder, and if Tenant,
its officers, partners, agents or employees shall not be personally present or
shall not open and permit an entry into the Demised Premises at any time when
such entry shall be necessary or permissible, to use a master key or to forcibly
enter the Demised Premises; (ii) to erect, install, use and maintain pipes,
ducts and conduits in and through the Demised Premises; (iii) to exhibit the
Demised Premises to others; (iv) to make such repairs, alterations, improvements
or additions, or to perform such maintenance, including, but not limited to, the
maintenance of all heating, air conditioning, ventilating, elevator, plumbing,
electrical, telecommunication and other mechanical facilities, as Owner may deem
reasonably necessary or desirable provided that the space on any floor of the
Demised Premises shall not be decreased thereby except to a de minimis extent;
(v) to take all materials into and upon the Demised Premises that may be
reasonably required in connection with any such repairs, alterations,
improvements, additions or maintenance, provided, the same shall not be stored
in the Demised Premises overnight unless it shall be reasonable to so store such
materials taking into account standard construction practice applicable to a
class A headquarters building in midtown Manhattan, the scope and nature of the
work being performed, and the amount of interference, if any, caused to Tenant
thereby; and (vi) to alter, renovate and decorate the Demised Premises at any
time during the last month of the Demised Term if Tenant shall have removed all
or substantially all of Tenant's property from the Demised Premises. The lessors
under any Superior Lease and the holders of any Mortgage shall have the right
upon prior written notice to Tenant, and without notice in case of emergency, to
enter the Demised Premises from time to time through their respective employees,
agents,

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representatives and architects to inspect the same or to cure any default of
Owner or Tenant relating thereto.

                           B.       (1) Owner shall have the right, from time to
time, to change the number by which the Building is commonly known. On or about
the Commencement Date, the Building shall be named the "The Reuters Buildings"
or any reasonable derivation thereof using the Reuters name. Subject to Section
13.01(B)(2), with respect to any periods during (i) the first twenty (20) years
of the Demised Team in which Tenant and its subsidiaries and affiliates shall be
in occupancy of less than 200,000 rentable square feet of the Building, and (ii)
any part of the Demised Term occurring subsequent to such fast twenty (20) years
thereof, in which Tenant and its subsidiaries and affiliates shall be in
occupancy of less than 300,000 rentable square feet of the Building, Owner shall
have the right to change the name by which the Building is commonly known;
provided, however, that Owner shall never name the Building during the Demised
Term as the same may be extended in accordance with Article 41, after a
Restricted Lessee (as hereinafter defined). For purpose of this Lease the term
"Restricted Lessee" shall have the meaning set forth on Schedule H attached
hereto. Subject to the provisions of Subsections 13.01(B)(2), in the event that
Owner shall be entitled to rename the Building as set forth in this Subsection,
Tenant shall remove the Building Top Signage from the Building promptly upon
Owner's request and shall not have any further right thereto.

                                    (2)      If Owner shall be entitled to
rename the Building in accordance with Subsection 13.01(B)(1), but Tenant shall
desire to retain its rights to the Building Top Signage for its own advertising,
then, Tenant may negate both Owner's right to rename the Building and Tenant's
obligation to remove the Building Top Signage by (i) delivering a notice to
Owner within ten (10) days after Owner's request for such Building Top Signage
removal stating that Tenant shall retain Tenant's Building Top Signage and pay
to Owner the Deemed Exploitation Share (as hereinafter defined), and (ii)
actually paying the annual payment of the Deemed Exploitation Share. The term
"Deemed Exploitation Share" shall be a sum equal to the product of (i) the
annual fair market value of what would be the commercial exploitation of the
Building Top Signage if Tenant so exploited it after deducting from such fair
market value the sum of $250,000 per annum, multiplied by (ii) fifty (50%)
percent. Owner and Tenant shall agree upon such annual fair market value or if
no such agreement shall be reached, the annual fair market value shall be
determined by arbitration in accordance with Article 36.

                                    (3)      If Owner shall be entitled to
rename the Building in accordance with Subsection 13.01(B)(1) and Tenant shall
no longer desire to utilize the Building Top Signage for its own advertising,
then Tenant shall relinquish the Building Top Signage and Owner shall be
entitled to exploit it commercially with use by any others, except for a
Restricted Lessee, and Owner shall pay annually to Tenant therefor the sum of
(A) fifty (50%) percent of the greater of (i) the annual fair market value of
what would be the commercial exploitation of the Building Top Signage if Owner
so exploited it or (ii) the actual annual income from Owner's commercial
exploitation after Owner has recouped the cost of construction therefor, plus
(B) $250,000.00.

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                  Section 13.02. Owner's Reservation of Rights to Portions of
the Building: All parts (except surfaces facing the interior of the Demised
Premises) of all walls, windows and doors bounding the Demised Premises
(including exterior Building walls, core corridor walls, doors and entrances),
all balconies, terraces and roofs adjacent to the Demised Premises, all space in
or adjacent to the Demised Premises used for shafts, stacks, stairways, chutes,
pipes, conduits; ducts, fan rooms, heating, air conditioning, ventilating,
plumbing, electrical, telecommunication and other mechanical facilities,
closets, service closets and other Building facilities, and the use thereof, as
well as access thereto in accordance with the terms of this Lease, through the
Demised Premises for the purposes of operation, maintenance, alteration and
repair, are hereby reserved to Owner except as otherwise expressly set forth in
this Lease. Owner also reserves the right at any time to change the arrangement
or location of public portions of the Building, including, but not limited to,
entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets
and other public parts of the Building, provided any such change does not
permanently or unreasonably obstruct Tenant's access to the Demised Premises or
adversely affect Tenant's right under this Lease; except to a de minimis extent.
Notwithstanding anything to the contrary contained in the Lease, Owner agrees
that other than due to the installation, and maintenance of the master labeled
lightning protection system, and for maintenance and re-roofing, any use by
Owner of the Building setbacks (i) will be aesthetically acceptable in Tenant's
opinion and (ii) will not, in Tenant's opinion, obstruct Tenant's views from the
windows of the Building located in the Demised Premises. Unless prevented by
architectural or operational limitations, Owner shall store any window washing
equipment located on any setback in an enclosure which shall be aesthetically
acceptable in Tenant's opinion.

                  Section 13.03. Access to Third Parties: Owner and its agents
shall have the right to permit access to the Demised Premises, whether or not
Tenant shall be present, to any receiver, trustee, assignee for the benefit of
creditors, sheriff, marshal or court officer, entitled by law or court order to,
or reasonably purporting to be entitled by law or court order to, such access
for the purpose of taking possession of, or removing, any property of Tenant or
any other occupant of the Demised Premises, or for any other lawful purpose, or
by any representative of the fire, police, building, sanitation or other
department of the City, State or Federal Governments. Neither anything contained
in this Section, nor any action taken by Owner under this Section, shall be
deemed to constitute recognition by Owner that any person other than Tenant has
any right or interest in this Lease or the Demised Premises.

                  Section 13.04. No Actual or Constructive Eviction: The
exercise by Owner or its agents or by the lessor under any Superior Lease or by
the holder of any Mortgage of any right reserved to Owner in this Article shall
not constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of rent, or relieve Tenant from
any of its obligations under this Lease, or impose any liability upon Owner, or
its agents, or upon any lessor under any Superior Lease or upon the holder of
any Mortgage, by reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant's business, or otherwise.

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<PAGE>

                  Section 13.05. Supplementing the provisions of Section 13.01
and 13.02, Owner agrees that except in cases of emergency, any entry upon the
Demised Premises pursuant to the provisions of said Sections shall be made at
reasonable times, and only after reasonable advance notice (which may be mailed,
delivered or left at the Demised Premises, notwithstanding any contrary
provisions of Article 27), and any work performed or installations made pursuant
to said Sections shall be made with reasonable diligence and any such entry,
work or installations shall be made in a manner designed to minimize
interference with Tenant's normal business operations (however, nothing
contained in this Section shall be deemed to impose upon Owner any obligation to
employ contractors or labor at so-called overtime or other premium pay rates,
except in cases where there is a material interference with Tenant's normal
business operations or the health or safety of the occupants of the Demised
Premises is, or is reasonably likely to be, adversely affected) and Owner shall,
during any such entry, safeguard Tenant's Personal Property and repair any
damage caused by Owner and redecorate the Demised Premises to the condition
existing prior to such entry, work or installations, to the extent reasonably
practicable. Tenant agrees that Owner shall not be responsible for the actions
of any lessor or holder in contravention of this Section. Tenant's
representatives shall have the right to accompany Owner and Owner's agents or
contractors, whenever the same are within the Demised Premises.

                  Section 13.06. Further supplementing the provisions of Section
13.01, Owner's right to exhibit the Demised Premises to others shall be limited
to insurance carriers and representatives thereof, prospective purchasers of the
Real Property or the Building, holders or prospective holders of any mortgage
affecting the Real Property or the Building or any ground or underlying lease,
and other legitimate business visitors, and, during the last two (2) years of
the Demised Term, any prospective tenants of the Demised Premises.

                  Section 13.07. Further supplementing the provisions of Section
13.01, Owner agrees that any pipes, ducts or conduits installed in or through
the Demised Premises during the Demised Term pursuant to the provisions of
section 13.01, shall either be concealed behind, beneath or within partitioning,
columns, ceilings or floors, or completely furred at points immediately adjacent
to partitioning, columns or ceilings, and that when the installation of such
pipes, ducts or conduits shall be completed, such pipes, ducts or conduits shall
not reduce the usable area of the Demised Premises except to a de minimus
extent.

                  Section 13.08. In the event that at any time during the
Demised Term Tenant shall give a notice to Owner designating one or more areas
used by Tenant for the storage of monies, securities or other valuable
documents, as a "Security Area", then thereafter, except in cases of emergency,
Owner and its agents shall not exercise any right to enter any Security Area
unless accompanied by an employee of Tenant, provided that Tenant shall make an
employee available to accompany Owner or its agents during such entry at any
time during Tenant's normal business hours, and at other times upon reasonable
advance notice by Owner to Tenant (which notice may be delivered or left at the
Demised Premises, notwithstanding anything contained in Article 27 to the
contrary). In the event Tenant shall make any such designation of a Security
Area, then thereafter until further notice by Tenant to Owner rescinding such

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designation, Owner's obligation to clean the Demised Premises, if any, pursuant
to the provisions of Section 29.04 shall not relate to the Security Area.

                  Section 13.09. In the event that all or part of the Demised
Premises are rendered untenantable or unusable for the conduct of Tenant's
business by reason of interruption or reduction of services or by reason of the
performance by or on behalf of Owner of repairs or alterations Owner is required
or permitted to make under this Lease or by reason of the failure of Owner to
make repairs Owner is required to make under this Lease, Tenant may give to
Owner written notice thereof, a copy of which notices shall be sent pursuant to
the penultimate sentence of this Section 13.09. Owner agrees that if after the
expiration of ten (10) consecutive business days following receipt of such
notice, during which the Demised Premises are so untenantable or unusable as
hereinabove provided, the Demised Premises or the applicable portion thereof
shall continue to be untenantable or unusable as aforesaid by reason of such
interruption or reduction of services or by reason of the performance by or on
behalf of Owner of repairs or alterations Owner is required or permitted to make
under this Lease or by reason of the failure of Owner to make repairs which
Owner is required to make under this Lease (but excluding any interruption
caused by, or repair necessitated by, a casualty, a taking by exercise of the
right of eminent domain or the wrongful acts, wrongful omissions or negligence
of Tenant or anyone claiming by, through or under Tenant, or their respective
employees, agents, contractors or invitees), then, commencing on the day after
the expiration of such consecutive ten (10) business day period during which the
Demised Premises are so untenantable or unusable as hereinabove provided, Fixed
Rent under Article 1 and increases thereof under Article 23 shall abate until
the Demised Premises, or such portion thereof as has been rendered untenantable
or unusable as aforesaid, are rendered tenantable and usable for the conduct of
Tenant's business, provided, (i) Tenant shall not have been using or occupying
all or such portion of the Demised Premises for the conduct of its business
(other than to the extent of Tenant's security personnel for the preservation of
Tenant's property, Tenant's insurance adjusters, or Tenant's employees for file
retrieval, planning of temporary relocation and other disaster recovery
functions); and (ii) if less than substantially all of the Demised Premises are
untenantable or unusable as aforesaid, Tenant shall continue to pay Fixed Rent
under Article 1 and increases thereof under Article 23 with respect to the
tenantable and usable portion of the Demised Premises that are usable for the
conduct of Tenant's business based on the proportion that the rentable square
feet of the tenantable and usable portion of the Demised Premises bears to the
total rentable square feet of the Demised Premises and the allocations set forth
in Schedule B. Notwithstanding the foregoing if the inability to inhabit or use
the Demised Premises is not the result of a Force Majeure Event (as defined in
Section 26.01), then all the ten (10) consecutive business day periods in this
Section 13.09 shall be deemed to mean seven (7) consecutive business days.
Tenant shall simultaneously deliver to the then holder(s) of the Mortgage of
which it has notice, any notices sent by Tenant to Owner pursuant to this
Section 13.09. If any repairs or alterations referred to in this Section 13.09
are timely performed by or on behalf of the then holder(s) of the Mortgage, then
the effect thereof shall be the same as if Owner had performed such repairs or
alterations.

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                                   ARTICLE 14

                                   VAULT SPACE

                  Section 14.01. The Demised Premises do not contain any vaults,
vault space or other space outside the boundaries of the Real Property,
notwithstanding anything contained in this Lease or indicated on any sketch,
blueprint or plan. Owner makes no representation as to the location of the
boundaries of the Real Property. All vaults and vault space and all other space
outside the boundaries of the Real Property which Tenant may be permitted to use
or occupy are to be used or occupied under a revocable license, and if any such
license shall be revoked, or if the amount of such space shall be diminished or
required by any Federal, State or Municipal Authority or by any public utility
company, such revocation, diminution or requisition shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Owner.

                                   ARTICLE 15

                            CERTIFICATE OF OCCUPANCY

                  Section 15.01. Tenant will not at any time use or occupy, or
permit the use or occupancy of, the Demised Premises in violation of any
Certificate(s) of Occupancy covering the Demised Premises. Owner agrees that a
temporary or permanent Certificate(s) of Occupancy covering the Demised Premises
will be in force on the Commencement Date permitting the Demised Premises,
except for any ground floor retail space, second floor space and basement space
which may be added to the Demised Premises, to be used as "offices", and if
Tenant so adds such space, permitting any such ground floor retail space second
floor space, to be used for retail use, and permitting the Third Floor Space to
be used for retail, office and/or broadcasting studio use and permitting the
basement space to be used for storage. However, neither such agreement, nor any
other provision of this Lease, nor any act or omission of Owner, its agents or
contractors, shall be deemed to constitute a representation or warranty that the
Demised Premises, or any part thereof, may be lawfully used or occupied for any
particular purpose or in any particular manner, in contradistinction to mere
"office" use with respect to all portions of the Demised Premises (other than
such ground floor retail space, second floor space, Third Floor Space and
basement space) and if Tenant adds such space, mere use for retail use for such
ground floor retail space, and second floor space, and mere use for retail use,
office use and/or use as a broadcasting studio for the Third Floor Space, and
mere use for "storage" for such basement space.

                  Section 15.02. Owner agrees that if Tenant requires any
amendments to the Certificate(s) of Occupancy covering the Demised Premises in
order to use the Demised

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Premises for the purposes permitted by this Lease, Owner, at Tenant's sole cost
and expense, shall use reasonable efforts, in good faith, to obtain any such
amendments, provided that Tenant shall, at Tenant's sole cost and expense,
cooperate with Owner in connection with obtaining such amendments. Failure of
Owner to so obtain such amendments shall not affect the validity of this Lease
nor release Tenant from any of its obligations under this Lease or impose any
liability upon Owner by reason thereof.

                                   ARTICLE 16

                                     DEFAULT

                  Section 16.01. Events of Default: Upon the occurrence, at any
time prior to or during the Demised Term, of any one or more of the following
events (referred to herein singly, as an "Event of Default" and collectively, as
"Events of Default"):

                           (a) if Tenant shall default in the payment when due
                  of any installment of Fixed Rent and such default shall
                  continue for a period of ten (10) days after notice by Owner
                  to Tenant of such default for the third time in any twelve
                  (12) month period; or

                           (b) subject to the provisions of Section 16.03, if
                  Tenant shall default in the observance or performance of any
                  term, covenant or condition of this Lease on Tenant's part to
                  be observed or performed (other than the covenants, for the
                  payment of Fixed Rent, any increase in the Fixed Rent and
                  additional rent) and Tenant shall fail to remedy such default
                  within thirty (30) days after notice by Owner to Tenant
                  specifying such default which notice shall contain a heading
                  in bold capitalized letters that it is a notice of default and
                  failure to remedy the default(s) set forth therein within the
                  applicable time period shall result in the termination of this
                  Lease, or if such default is of such a nature that it cannot
                  be completely remedied within said period of thirty (30) days
                  and Tenant shall not commence, promptly after receipt of such
                  notice, or shall not thereafter diligently prosecute to
                  completion, all steps necessary to remedy such default; or

                           (c) if Tenant shall file a voluntary petition in
                  bankruptcy or insolvency, or shall be adjudicated a bankrupt
                  or insolvent, or shall file any petition or answer seeking any
                  reorganization, arrangement, composition, readjustment,
                  liquidation, dissolution or similar relief under the present
                  or any future federal bankruptcy act or any other present or
                  future applicable federal, state or other statute or law, or
                  shall make an assignment for the benefit of creditors, or
                  shall seek or consent to or acquiesce in the appointment of
                  any trustee, receiver or liquidator of Tenant or of all or any
                  part of Tenant's property; or

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                           (d) if, within ninety (90) days after the
                  commencement of any proceeding against Tenant, whether by the
                  filing of a petition or otherwise, seeking any reorganization,
                  arrangement, composition, readjustment, liquidation,
                  dissolution or similar relief under the present or any future
                  federal bankruptcy act or any other present or future
                  applicable federal, state or other statute or law, such
                  proceeding shall not have been dismissed, or if, within ninety
                  (90) days after the appointment of any trustee, receiver or
                  liquidator of Tenant, or of all or any part of Tenant's
                  property, without the consent or acquiescence of Tenant, such
                  appointment shall not have been vacated or otherwise
                  discharged, or if any execution or attachment shall be issued
                  against Tenant or any of Tenant's property pursuant to which
                  the Demised Premises shall be taken or occupied or attempted
                  to be taken or occupied; or

                           (e) Intentionally Deleted.

                           (f) Intentionally Deleted; or

                           (g) if (i) Tenant's interest in this Lease shall
                  devolve upon or pass to any person, whether by operation of
                  law or otherwise, or (ii) there shall be any sale, pledge,
                  transfer or other alienation described in Section 11.01 of
                  this Lease which is deemed an assignment of this Lease for
                  purposes of said Section 11.01, in each case except as
                  expressly permitted under Article 11 and such devolution,
                  passing, sale, pledge, transfer or other alienation is not
                  voided or undone within ninety (90) days after notice from
                  Owner;

then, upon the occurrence at any time prior to or during the Demised Term, of
any one or more such Events of Default, Owner, at any time thereafter, at
Owner's option, may give to Tenant a five (5) business days' notice of
termination of this Lease and, in the event such notice is given, this Lease and
the Demised Term shall come to an end and expire (whether or not said term shall
have commenced) upon the expiration of said five (5) business days with the same
effect as if the date of expiration of said five (5) business days were the
Expiration Date, but Tenant shall remain liable for damages and all other sums
payable pursuant to the provisions of Article 18. Notwithstanding anything to
the contrary set forth in the foregoing provisions of this Section 16.01, Owner
shall not give any notice of termination to Tenant by reason of any Event of
Default set forth in Subsection (d) of this Section 16.01,during the pendency of
any judicial appeal taken by Tenant with respect thereto, provided that such
appeal is instituted and prosecuted to completion with due diligence and
provided further that Tenant shall not be in default in payment of the Fixed
Rent or any other rents or changes under this Lease, or in the observance or
performance of any of Tenant's other obligations under this Lease,

                  Section 16.02. "Tenant"/Moneys Received: If, at any time (i)
Tenant shall be comprised of two (2) or more persons, or (ii) Tenant's
obligations under this Lease shall have been guaranteed by any person other than
Tenant, or (iii) Tenant's interest in this Lease shall have been assigned, the
word "Tenant", as used in Subsections (c) and (d) of Section 16.01,

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shall be deemed to mean any one or more of the persons primarily or secondarily
liable for Tenant's obligations under this Lease. Any monies received by Owner
from or on behalf of Tenant during the pendency of any proceeding of the types
referred to in said Subsections (c) and (d) shall be deemed paid as compensation
for the use and occupation of the Demised Premises and the acceptance of any
such compensation by Owner shall not be deemed an acceptance of rent or a waiver
on the part of Owner of any rights under Section 16.01.

                  Section 16.03. With respect any periods during the Demised
Term in which neither (i) a Rudin Entity (as hereinafter defined) nor (ii) the
entity which is or was most recently the holder(s) of the Mortgage or any direct
successor thereto has a direct or indirect controlling (which shall have the
same meaning as set forth for the term "control" in Section 11.05 hereof).
interest in Owner or is Owner, then the provisions of subsection (b) of Section
16.01 shall be deemed modified to apply only with respect to a Material Default
(as hereinafter defined). The term "Rudin Entity" shall mean and include any
lineal descendants of Samuel Rudin, any spouses of any such descendants, any
corporation, partnership, limited liability company or other business entity
owned or controlled by any of such persons and any trust established for the
benefit of any such persons. The term "Material Default" shall mean all material
defaults by Tenant in the observance or performance of the terms, covenants and
conditions of this Lease on Tenant's part to be observed or performed,
including, without limitation, any default (i) involving the payment of any sum
of money then due and owing from Tenant to Owner, (ii) in the observance or
performance of any terms, covenants or conditions of this Lease required to be
observed or performed by Tenant, the violation of which or failure to act shall
adversely affect (x) the appearance, operation or use of the Building, other
than the Demised Premises or (y) any other tenants in the Building, and (iii) in
the observance or performance of any of the terms and condition of the Lease
required to be observed or performed by Tenant pursuant to Articles 2, 3, 6, 7,
35, 42 and 51 and Section 13.01 and Article 11 with respect to any obligations
on Tenant's part in connection with (i) assignments of the Lease or sublettings
of the Demised Premises or a portion thereof, including, without limitation,
obtaining any necessary consents and (ii) obligations (xx) to pay Owner any sums
of money, (yy) with respect to Owner's recapture rights and (zz) with respect to
Tenant's indemnification obligations pursuant to Section 11.09.

                                   ARTICLE 17

                                    REMEDIES

                  Section 17.01. Owner's Right of Re-Entry and Right to Relet:
If Tenant shall default in the payment when due of any installment of Fixed Rent
or in the payment when due of any increase in the Fixed Rent or any additional
rent and such default shall continue for a period of ten (10) days after notice
by Owner to Tenant of such default, or if this Lease and the Demised Term shall
expire and come to an end as provided in Article 16:

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                           (a) Owner and its agents and servants may
                  immediately, or at any time thereafter or after the date upon
                  which this Lease and the Demised Term shall expire and come to
                  an end, re-enter the Demised Premises or any part thereof,
                  without notice, either by summary proceedings or by any other
                  applicable action or proceeding, or by lawful force or lawful
                  means (without being liable to indictment, prosecution or
                  damages therefor), and may repossess the Demised Premises and
                  dispossess Tenant and any other persons from the Demised
                  Premises and remove any and all of their property and effects
                  from the Demised Premises; and

                           (b) Owner, at Owner's option, may relet the whole or
                  any part or parts of the Demised Premises, from time to time,
                  either in the name of Owner or otherwise, to such tenant or
                  tenants, for such term or terms ending before, on or after the
                  Expiration Date, at such rental or rentals and upon such other
                  conditions, which may include concessions and free rent
                  periods, as Owner, in its sole discretion, may determine.
                  Owner shall have no obligation to relet the Demised Premises
                  or any part thereof and shall in no event be liable for
                  refusal or failure to relet the Demised Premises or any part
                  thereof, or, in the event of any such reletting, for refusal
                  or failure to collect any rent due upon any such reletting,
                  and no such refusal or failure shall operate to relieve Tenant
                  of any liability under this Lease or otherwise to affect any
                  such liability; Owner, at Owner's option, may make such
                  repairs, replacements, alterations, additions, improvements,
                  decorations and other physical changes in and to the Demised
                  Premises as Owner, in its sole, but reasonable, discretion,
                  considers advisable or necessary in connection with any such
                  reletting or proposed reletting, without relieving Tenant of
                  any liability under this Lease or otherwise affecting any such
                  liability.

                  Section 17.02. Waiver of Right to Redeem, etc.: Tenant hereby
waives the service of any notice of intention to re-enter or to institute legal
proceedings to that end which may otherwise be required to be given under any
present or future law. Tenant, on its own behalf and on behalf of all persons
claiming through or under Tenant, including all creditors, does further hereby
waive any and all rights which Tenant and all such persons might otherwise have
under any present or future law to redeem the Demised Premises, or to re-enter
or repossess the Demised Premises, or to restore the operation of this Lease,
after (i) Tenant shall have been dispossessed by a judgment or by warrant of any
court or judge, or (ii) any legal re-entry by Owner, or (iii) any expiration or
termination of this Lease and the Demised Term, whether such dispossess
re-entry, expiration or termination shall be by operation of law or pursuant to
the provisions of this lease. The words "re-enter", "re-entry" and "re-entered"
as used in this Lease shall not be deemed to be restricted to their technical
legal meanings. In the event of a breach or threatened breach by Tenant, or any
persons claiming through or under Tenant, of any term, covenant or condition of
this Lease on Tenant's part to be observed or performed, Owner shall have the
right to enjoin such breach and the right to invoke any other remedy allowed by
law or in equity as if re-entry, summary proceedings and other special reme-

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dies were not provided in this Lease for such breach. The right to invoke the
remedies hereinbefore set forth in this Lease is cumulative and shall not
preclude Owner from invoking any other remedy allowed by law or in equity. Owner
agrees that the first sentence of this Section 17.02 shall not be deemed a
waiver of Tenant's right to be served with any notice of petition and petition
in any summary proceedings under the provisions of the Real Property Actions and
Proceedings Law of the State of New York and any successor law of like import
then in force. In the event of a breach or threatened breach by Owner, of any
term, covenant or condition of this Lease on Owner's part to be observed or
performed, Tenant shall have the right to enjoin such breach and the right,
subject to Section 19.09, to invoke any other remedy allowed by law or in
equity.

                                   ARTICLE 18

                                     DAMAGES

                  Section 18.01. Amount of Owner's Damages: If this Lease and
the Demised Term shall expire and come to an end as provided in Article 16, or
by or under any summary proceeding or any other action or proceeding, or if
Owner shall re-enter the Demised Premises as provided in Article 17, or by or
under any summary proceeding or any other action or proceeding, then, in any of
said events:

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

                           (b) Tenant shall also be liable for and shall pay to
                  Owner as damages, any deficiency (referred to as a
                  "Deficiency") between the Fixed Rent reserved in this Lease
                  for the period which otherwise would have constituted the
                  unexpired portion of the Demised Term and the net amount, if
                  any, of rents collected under any reletting effected pursuant
                  to the provisions of Section 17.01 for any part of such period
                  (first deducting from the rents collected under any such
                  reletting all of Owner's expenses in connection with the
                  termination of this Lease or Owner's re-entry upon the Demised
                  Premises and with such reletting including, but not limited
                  to, all reasonable repossession costs, brokerage commissions,
                  legal expenses, attorneys' fees, alteration costs and other
                  expenses of preparing the Demised Premises for such
                  reletting). Any such Deficiency shall be paid in monthly
                  installments by Tenant on the days specified in this Lease for
                  payment of installments of Fixed Rent, Owner shall be entitled
                  to recover from Tenant each monthly Deficiency as the same
                  shall arise, and no suit to collect the amount of the
                  Deficiency for any month shall prejudice Owner's right to
                  collect the Deficiency for any subsequent month by a similar
                  proceeding. Solely for the

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                  purposes of this Subsection (b), the term "Fixed Rent" shall
                  mean the Fixed Rent in effect immediately prior to the date
                  upon which this Lease and the Demised Term shall have expired
                  and come to an end, or the date of re-entry upon the Demised
                  Premises by Owner, as the case may be, adjusted, from time to
                  time, to reflect any increases which would have been payable
                  pursuant to any of the provisions of this Lease including, but
                  not limited to, the provisions of Article 23 of this Lease if
                  the term hereof had hot been terminated; and

                           (c)      At any time after the Demised Term shall
                  have expired and come to an end or Owner shall have re-entered
                  upon the Demised Premises, as the case may be, whether or not
                  Owner shall have collected any monthly Deficiencies as
                  aforesaid, Owner shall be entitled to recover from Tenant, and
                  Tenant shall pay to Owner, on demand, as and for liquidated
                  and agreed final damages, a sum equal to the amount by which
                  the Fixed Rent reserved in this Lease for the period which
                  otherwise would have constituted the unexpired portion of the
                  Demised Term exceeds the then fair and reasonable rental value
                  of the Demised Premises for the same period, both discounted
                  to present worth at the rate of eight (8) percent per annum
                  less the aggregate amount of Deficiencies theretofore
                  collected by Owner pursuant to the provisions of Subsection
                  (b) of this Section for the same periods. If, before
                  presentation of proof of such liquidated damages to any court,
                  commission or tribunal, the Demised Premises, or any part
                  thereof, shall have been relet by Owner to a non-affiliate of
                  Owner for the period which otherwise would have constituted
                  the unexpired portion of the Demised Term, or any part
                  thereof, the amount of rent reserved upon such reletting shall
                  be deemed, prima facie, to be the fair and reasonable rental
                  value for the part or the whole of the Demised Premises so
                  relet during the term of the reletting. Solely for the
                  purposes of this Subsection (c), the term "Fixed Rent" shall
                  mean the Fixed Rent in effect immediately prior to the date
                  upon which this Lease and the Demised Tenant shall have
                  expired and come to an end, or the date of re-entry upon the
                  Demised Premises by Owner, as the case may be, adjusted to
                  reflect any increases pursuant to the provisions of Article 23
                  for the Escalation Year and Tax Escalation Year immediately
                  preceding such event.

                  Section 18.02. Rents Under Reletting: If the Demised Premises,
or any part thereof, shall be relet together with other space in the Building,
the rents collected or reserved under any such reletting and the expenses of any
such reletting shall be equitably apportioned for the purposes of this Article
18. Tenant shall in no event be entitled to any rents collected or payable under
any reletting, whether or not such rents shall exceed the Fixed Rent reserved in
this Lease.

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                                   ARTICLE 19

                          FEES AND EXPENSES: INDEMNITY

                  Section 19.01. Owner's Right to Cure Tenant's Default: If
Tenant shall default in the observance or performance of any term, covenant or
condition of this Lease on Tenant's part to be observed or performed, Owner, at
any time thereafter and without notice in cases of emergency (or with five (5)
days prior notice in other cases, if such default shall have continued beyond
the applicable grace period provided in Article 16), may remedy such default for
Tenant's account and at Tenant's expense, without thereby waiving any other
rights or remedies of Owner with respect to such default.

                  Section 19.02. Tenant's Indemnity and Liability Insurance
Obligations: A. Except for losses which are subject to the waiver of subrogation
contained in Section 9.02, Tenant agrees to indemnify and save Owner and Owner's
Indemnities (as hereinafter defined) harmless of and from all loss, cost,
liability, damage and reasonable expense including, but not limited to,
reasonable counsel fees, penalties and fines, incurred in connection with or
arising from (i) any default by Tenant in the observance or performance of any
of the terms, covenants or conditions of this Lease on Tenant's part to be
observed or performed (including, but not limited to, the provisions of Sections
7.14 and 7.15), or (ii) the breach or failure of any representation or warranty
made by Tenant in this lease, or (iii) the manner of use or occupancy of the
Demised Premises by Tenant or any person claiming through or under Tenant (in
contradistinction to the mere use or occupancy of the Demised Premises for the
purposes set forth in Section 2.01) except to the extent any claim results from
Owner's breach of its obligations under this Lease, (iv) any improper acts,
improper omissions or negligence of Tenant or any such person, or the
contractors, agents, servants, employees, visitors or licensees of Tenant or any
such person, in or about the Demised Premises or the Building either prior to,
during, or after the expiration of, the Demised Term, including, but not limited
to, any improper acts improper omissions or negligence in the making or
performing of any Alterations or (v) (in amplification and not in limitation of
the provisions of Sections 7.14 and 7.15) any acts, omissions, or negligence of
Tenant, or any person claiming through or under Tenant; requiring any indemnity
by Owner under the provisions of Section 20.1 of the Ground Lease. Subject to
the provisions of Section 9.02 Tenant further agrees to indemnify and save
harmless Owner and Owner's Indemnities of and from all loss, cost, liability,
damage and reasonable expense, including, but not limited to, reasonable counsel
fees and disbursements incurred in connection with or arising from any claims by
any persons by reason of injury to persons or damage to property occasioned by
any use, occupancy, act, omission or negligence referred to in the preceding
sentence except to the extent Tenant is prejudiced in its defense of such claim
(with the burden of proving such prejudice to be upon Tenant) by reason of
Owner's failure to reasonably promptly notify Tenant of such claim. "Owner's
Indemnities" shall mean the Owner, the shareholders, members or the partners
comprising Owner and its and their partners, members and shareholders, officers,
directors, employees, agents (including without limitation, any leasing and
managing agents) and contractors together with the lessor under any Superior
Lease and the

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holder of any Mortgage. If any action or proceeding shall be brought against
Owner or Owner's Indemnities based upon any such claim, Owner shall notify
Tenant thereof and if Tenant, upon such notice from Owner, shall cause such
action or proceeding to be defended at Tenant's expense by counsel acting for
Tenant's insurance carriers in connection with such defense or by other counsel
reasonably satisfactory to Owner, without any disclaimer of liability by Tenant
or such insurance carriers in connection with such claim, Tenant shall not be
required to indemnify Owner and Owner's Indemnities for counsel fees in
connection with such action or proceeding, and if Owner causes such action or
proceeding to be defended because of Tenant's failure to do so, Owner shall give
Tenant the right to join in any such action or proceeding provided Owner shall
retain the right to control such action or proceeding and to settle such action
or proceeding in the manner in which Owner, in its sole discretion, shall deem
satisfactory. In the event that Tenant causes such action or proceeding to be
defended as hereinabove provided, Owner shall have no right to control such
action or proceeding, shall have no right to settle the underlying claim and
shall consent to any settlement thereof paid by Tenant, provided that a full
release of Owner's Indemnities is obtained with respect to the underlying claim
and that any defense by Owner of a similar claim is not prejudiced thereby.

                           B.       Throughout the Demised Term Tenant shall
maintain comprehensive public liability and water legal liability insurance
against any claims by reason of personal injury, death and property damage
occurring in or about the Demised Premises covering, without limitation, the
operation of any private supplemental air conditioning equipment and any private
elevators (other than Building dedicated elevators), escalators or conveyors in
or serving the Demised Premises or any part thereof, whether installed by Owner,
Tenant or others, and shall furnish to Owner certificates of such insurance at
least ten (10) days prior to the Commencement Date and at least ten (10) days
prior to the expiration of the term of any such policy previously furnished by
Tenant, in which policies Owner, and Owner's Indemnities shall be named as
parties insured, which policies shall be issued by companies rated at least B +
VII by A.M. Best & Co. or any successor thereto, and shall be in form and
amounts, reasonably satisfactory to Owner, provided that such amounts are
commercially reasonable for similar sized premises in Class A headquarters
buildings in midtown Manhattan. Notwithstanding anything contained herein to the
contrary, Owner agrees that commercial general liability insurance in the amount
of $1,000,000.00 and excess liability in the amount of $10,000,000.00 shall be
deemed satisfactory to Owner for all periods prior to January 1, 2002.

                  Section 19.03. Payments: Tenant shall pay to Owner, within ten
(10) days next following rendition by Owner to Tenant of bills or statements
therefor (in reasonable detail): (i) sums equal to all expenditures made and
monetary obligations reasonably incurred by Owner including, but not limited to,
expenditures made and obligations reasonably incurred for reasonable counsel
fees and disbursements, in connection with the remedying by Owner, for Tenant's
account pursuant to the provisions of Section 19.01, of any default of Tenant,
and (ii) sums equal to all losses, costs, liabilities, damages and reasonable
expenses referred to in Section 19.02, and (iii) sums equal to all expenditures
reasonably made and monetary obligations reasonably incurred by Owner including,
but not limited to, expenditures made and obligations reasonably incurred for
reasonable counsel fees and disbursements, in collecting the Fixed Rent,

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any additional rent or any other sum of money accruing under this Lease or in
enforcing any rights of Owner under this Lease or pursuant to law, whether by
the institution and prosecution of summary proceedings or otherwise provided,
however, Tenant shall not be required to reimburse Owner for the counsel fees
referred to in this subdivision (iii) unless with respect to any such proceeding
Owner shall prevail therein; and (iv) all other sums of money (other than Fixed
Rent) accruing from Tenant to Owner under the provisions of this Lease. Any sum
of money (other than Fixed Rent) accruing from Tenant to Owner pursuant to any
provision of this Lease including, but not limited to, the provisions of
Addendum A, whether prior to or after the Commencement Date, may, at Owner's
option, be deemed additional rent, and Owner shall have the same remedies for
Tenant's failure to pay any item of additional rent when due as for Tenant's
failure to pay any installment of Fixed Rent when due. Tenant's obligations
under this Article shall survive the expiration or sooner termination of the
Demised Term.

                  Section 19.04. Tenant's Late Payments -- Late Charges: A. If
Tenant shall fail to make payment of any installment of Fixed Rent or any
increase in the Fixed Rent or any additional rent within ten (10) days after the
date when such payment is due, Tenant shall pay to Owner, in addition to such
installment of Fixed Rent or such increase in the Fixed Rent or such additional
rent, as the case may be, as a late charge and as additional rent, a sum equal
to two (2%) percent per annum above the then current prime rate (as the term
"prime rate" is defined in Section 31.03) of the amount unpaid computed from the
date such payment was due to and including the date of payment.

                           B.       If Tenant shall fail to make payment of any
installment of Fixed Rent or any increases in the Fixed Rent or any additional
rent when such payment is due, Tenant shall reimburse Owner from any and all
loss, cost, liability, and expense, in the nature of late charges and fees
imposed upon Owner by reason of Owner's failure to make any payments when due
under the Mortgage and the Ground Lease to the extent that Owner's failure to
make any such timely payment occurs because Tenant failed to make timely payment
of any installment of Fixed Rent or any increases therein or any additional rent
(it being expressly understood that Owner's ability to make such payments is
dependent upon Tenant having timely met its payment obligations hereunder). Any
and all payments made by Tenant under this Section 19.04B shall be credited
against any payments due from Tenant under Section 19.04A.

                  Section 19.05. Except for losses which are subject to the
waiver of subrogation contained in Section 9.04, Owner agrees to indemnify and
save Tenant, any of its shareholders, directors, officers, partners, employees,
agents and affiliates and any person claiming through or under Tenant harmless
of and from all loss, cost, liability, damage and reasonable expense, including,
but not limited to, reasonable counsel fees, penalties and fines incurred in
connection with or arising from (i) any default by Owner in the performance or
observance of any of the terms, covenants or conditions of this Lease, the
Underlying Documents, or Ground Lease on Owner's part to be observed or
performed (except that Owner shall not be liable to Tenant under this
subdivision to the extent such default rises from Tenant's default under this
Lease), or (ii) the breach or failure of any representation or warranty made by
Owner in this Lease, or (iii) any

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improper acts, improper omissions or negligence of Owner or its employees,
agents, contractors, servants or visitors in or about the Demised Premises or
the Building either prior to, during, or after the expiration of the Demised
Term, including, but not limited to, any improper acts, improper omissions or
negligence in making any alterations, repairs or maintenance of the Building or
the Demised Premises. Subject to the provisions of Section 9.04. Owner further
agrees to indemnify and save harmless Tenant and its agents and any person
claiming through or under Tenant of and from all loss, cost, liability, damage
and expense, including, but not limited to, reasonable counsel fees and
disbursements, incurred in connection with or arising from any claims by any
persons by reason of injury to persons or damage to property occasioned by any
act, omission or negligence referred to in the preceding sentence. If any action
or proceeding shall be brought against Tenant or Tenant's agents or any person
claiming through or under Tenant based upon any such claim and if Owner, upon
notice from Tenant, shall cause such action or proceeding to be defended at
Owner's expense by counsel acting for Owner's insurance carriers in connection
with such defense or by other counsel reasonably satisfactory to Tenant, without
any disclaimer of liability by Owner or such insurance carriers in connection
with such claim, Owner shall not be required to indemnify Tenant or Tenant's
agents or any person claiming through or under Tenant for counsel fees in
connection with such action or proceeding, and if Tenant causes such action or
proceeding to be defended, Tenant shall give Owner the right to join in any such
action or proceeding provided Tenant shall retain the right to control such
action or proceeding and to settle such action or proceeding in the manner in
which Tenant, in its sole discretion, shall deem satisfactory.

                  Section 19.06. Owner shall pay to Tenant, within thirty (30)
days next following rendition by Tenant to Owner of statements therefor (in
reasonable detail): (i) sums equal to all loss, costs, liabilities, damages and
expenses referred to in Section 19.05 and (ii) sums equal to all expenditures
made and monetary obligations reasonably incurred by Tenant, including, but not
limited to, expenditures made and obligations incurred for reasonable counsel
fees, in any proceeding to enforce any rights of Tenant under this Lease or
pursuant to law, provided, however, Owner shall not be required to reimburse
Tenant for the counsel fees referred to in this Subsection (ii) unless Tenant
shall prevail in any such proceeding. In the event that Owner fails to pay to
Tenant any such sums within thirty (30) days after the date when such payment is
due, Owner shall pay to Tenant interest at the rate of two (2%) percent per
annum above the then current prime rate on the amount unpaid computed from the
date such payment was due to and including the date of payment.

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                  Section 19.09. Notwithstanding anything to the contrary in
this Lease, in any case in which Owner or Tenant is liable in damages to the
other by reason of breach of this Lease or otherwise, such damages shall consist
solely of direct damages and in no event shall either party be obligated or
liable to the other for consequential damages (including, without limitation, in
the case of either party, lost profits and lost opportunities with regard to
leases, sales and or financings), or special or indirect damages.

                                    ARTICLE 20

                                ENTIRE AGREEMENT

                  Section  20.01. Entire Agreement: This Lease contains the
entire agreement between the parties and all prior negotiations and agreements
are merged in this Lease. Neither Owner nor Owner's agents have made any
representations or warranties with

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respect to the Demised Premises, the Building, the Real Property or this Lease
except as expressly set forth in this Lease and no rights, easements or licenses
are or shall be acquired by Tenant by implication or otherwise unless expressly
set forth in this Lease. This Lease may not be changed, modified or discharged,
in whole or in part, orally and no executory agreement shall be effective to
change, modify or discharge, in whole or in part, this Lease or any provisions
of this Lease, unless such agreement is set forth in a written instrument
executed by the parties hereto. All references in this Lease to the consent or
approval of Owner or Tenant shall be deemed to mean the written consent of Owner
or Tenant, as the case may be, or the written approval of Owner or Tenant, as
the case may be, and no consent or approval of Owner or Tenant shall be
effective for any purpose unless such consent or approval is set forth in a
written instrument executed by Owner or Tenant, as the case may be.

                  Section 20.02. Owner and Tenant agree that wherever in this
Lease the other has agreed to be reasonable with respect to its approval or
consent, the giving of such approval or consent, or denial of the same, as the
case may be shall not be unreasonably delayed except for those circumstances
with respect to which this Lease has specifically set forth time periods in
which circumstances such approval or consent, or the denial of the same, shall
be given within such time period.

                                    ARTICLE 21

                                   END OF TERM

                  Section 21.01. End of Term: On the date upon which the Demised
Term shall expire and come to an end, whether pursuant to any of the provisions
of this Lease or by operation of law, and whether on or prior to the Expiration
Date, Tenant, at Tenant's sole cost and expense, (i) shall quit and surrender
the Demised Premises to Owner, broom clean and with respect to any portions of
the Demised Premises which are not going to be demolished by Owner in connection
with a subsequent letting (including, without limitation, any portions of the
Building services located within the Demised Premises) in good order and
condition, ordinary wear and tear excepted and damages by fire, the elements or
other casualty for which Tenant is not responsible under the provisions of this
Lease excepted, and (ii) shall remove all of Tenant's Personal Property that
Tenant elects to remove and all other property and effects of Tenant and all
persons claiming through or under Tenant from the Demised Premises and the
Building, and (iii) shall repair all damage to a the Demised Premises occasioned
by such removal. Owner shall have the right to retain any property and effects
which shall remain in the Demised Premises after the expiration or sooner
termination of the Demised Term, and any net proceeds from the sale thereof,
without waiving Owner's rights with respect to any default by Tenant under the
foregoing provisions of this Section. Tenant expressly waives, for itself and
for any person claiming through or under Tenant, any rights which Tenant or any
such person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules and of any successor law of like import then in force, in
connection with any holdover summary

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proceedings which Owner may institute to enforce the foregoing provisions of
this Article. Tenant's obligations under this Section shall survive the
expiration or sooner termination of the Demised Term.

                  Section 21.02. Tenant shall have no obligations to remove any
of Tenant's Alterations except that if Owner removes any atrium to be located on
the top three floors of the Building, then, upon submission of bills therefor to
Tenant, Tenant shall reimburse Owner for the actual out-of-pocket reasonable
costs of removing the stairs and railings and sealing the floor slab within
thirty (30) days after Owner submits a bill therefor together with reasonably
detailed evidence of the costs so incurred by Owner provided that Tenant shall
only be obligated to so reimburse Owner in the event that Owner shall remove the
same within one hundred eighty (180) days subsequent to the expiration or sooner
termination of the Lease. Such obligation of Tenant shall survive the expiration
in expiration or sooner termination of this Lease.

                                   ARTICLE 22

                                 QUIET ENJOYMENT

                  Section 22.01. Quiet Enjoyment: Owner covenants and agrees
with Tenant that as long as this Lease is in effect, Tenant shall peaceably and
quietly enjoy the Demised Premises during the Demised Term, subject, however, to
the terms, covenants and conditions of this Lease including, but not limited to,
the provisions of Section 37.01, and Article 7.

                                   ARTICLE 23

                   OPERATING AND GROUND LEASE RENTAL PAYMENTS

                  Section 23.01. Definitions: In the determination of any
increase in the Fixed Rent under the provisions of this Article, Owner and
Tenant agree that the following terms shall have the following meanings:

                           A.       The term "Deemed Rental Escalation Year"
shall mean any twelve (12) month period commencing on July 1 and ending on the
following June 30, any part of which is included in the Demised Term.

                           B.       The term "Escalation Year" shall mean each
calendar year which shall include any part of the Demised Term.

                           C.       The term "Taxes" shall mean all real estate
taxes and assessments, special or otherwise, upon or with respect to the Real
Property imposed by the City

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or County of New York or any other taxing authority, excluding, however, any
charges imposed upon or with respect to the Real Property pursuant to a city
business improvement district. If, due to any change in the method of taxation,
any franchise, income, profit, sales, rental, use and occupancy or other tax
shall be substituted for, or levied against Owner or any owner of the Building
or the Real Property, in lieu of any real estate taxes or assessments upon or
with respect to the Real Property, such tax shall be included in the term Taxes
for the purpose of this Article.

                           D.       Intentionally Deleted.

                           E.       The term "Tenant's Proportionate Share"
shall mean % percent.

                           F.       (1) The term "Operating Expenses" shall,
subject to the provisions of Paragraph (2) of this Subsection 23.01.F, mean the
aggregate cost and expense reasonably incurred and actually paid (whether or not
paid in the same Escalation Year as incurred; except that any Operating Expenses
deemed incurred by reason of an adjustment to reflect full occupancy or by
reason of subdivision F(2)(c) of this Section or by reason of any other
subdivision hereof shall not be required to be actually paid pursuant to the
provisions of this subsection) by Owner in the normal and customary operation,
maintenance, management and security of the Real Property and any plazas,
sidewalks and curbs adjacent thereto and the areas required to be maintained
pursuant to the agreement referred to in (xiii) of Schedule C attached hereto as
a class A headquarters building in midtown Manhattan, including, without
limitation, the normal customary and reasonable cost and expense of the
following:

                           (a)      salaries, wages, medical, surgical and
                  general welfare and other so-called "fringe" benefits
                  (including group insurance and retirement benefits) for
                  employees (including, but not limited to, employees who
                  provide twenty four (24) hour services, seven (7) days per
                  week throughout the year) of Owner or any contractor of Owner
                  engaged in the normal and customary cleaning, operation,
                  maintenance or management (and with respect to management not
                  duplicative of the services which would customarily be
                  provided by the managing agent referred to in (m)) of the Real
                  Property, or engaged for security purposes and/or for
                  receiving or transmitting deliveries to and from the Building,
                  and payroll taxes and workmen's compensation insurance
                  premiums relating thereto, provided, however, that if Owner
                  shall employ the services of any such employees on a part-time
                  basis at the Real Property and/or at locations other than the
                  Real Property, a pro-rata allocation (as reasonably determined
                  by Owner) of the foregoing expenses incurred on behalf of the
                  Real Property shall be included in Operating Expenses.

                           (b)      electricity, gas, steam, water and sewer
                  rental, except to the extent (x) reimbursed to Owner by
                  tenants of the Building (except

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                  pursuant to escalation provisions in the nature of this
                  Article 23), or (y) excluded from Operating Expenses pursuant
                  to subdivision F(2)(f).

                           (c)      Intentionally Deleted

                           (d)      utility taxes,

                           (e)      rubbish removal,

                           (f)      fire, casualty, liability, rent and other
                  insurance carried by Owner (and with respect to any blanket
                  policies, such portion allocable solely to the Real Property),

                           (g)      repairs, repainting, replacement,
                  maintenance of grounds and Included Improvements (as provided
                  in Paragraph (2) of this Subsection 23.01.F),

                           (h)      Building supplies,

                           (i)      uniforms and cleaning thereof,

                           (j)      snow removal,

                           (k)      window cleaning,

                           (l)      service contracts with independent
                  contractors for any of the foregoing (including, but not
                  limited to, elevator, heating, air conditioning, ventilating,
                  sprinkler system, fire alarm and telecommunication equipment
                  maintenance),

                           (m)      management fees (whether or not paid to any
                  person, firm or corporation having an interest in or under
                  common ownership with Owner or any of the persons, firms or
                  corporations comprising Owner) in the amount of fifty (.50)
                  cents per rentable square foot of the Building area, which
                  amount for management fees shall increase annually in each
                  Escalation Year commencing with the Escalation Year in which
                  the third (3rd) anniversary of the date upon which Owner shall
                  have substantially completed Owner's Initial Construction
                  shall occur (with the increase for such Escalation Year to be
                  pro rated to give effect to such increases only from and after
                  the third (3rd) anniversary of such date of substantial
                  completion), by the same percentage of increase as the
                  percentage of increase in the aggregate of all other Operating
                  Expenses (provided that in no event shall escalated management
                  fees exceed a sum equal to three (3%) percent of gross rentals
                  for the Building),

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                           (n)      Legal fees and disbursements, excluding,
                  however, legal fees, expenses and disbursements incurred in
                  connection with (1) any application or proceeding brought for
                  reduction of the assessed valuation of the Real Property or
                  any part thereof, (2) the sale or refinancing of the Real
                  Property, (3) disputes with tenants of the Building
                  (including, without limitation, disputes with Tenant), (4)
                  leasing of space in the Building, (5) exercising consent and
                  review rights regarding a particular tenant or (6) enforcing
                  leases,

                           (o)      auditing fees,

                           (p)      the costs of repairing and replacing any
                  core toilets,

                           (q)      all costs of compliance under the provisions
                  of any present or future Superior Lease other than the payment
                  of rental and impositions thereunder other that increases in
                  the basic rent under such leases as a result of adjustments in
                  such basic rent, and

                           (r)      all other costs and expenses incurred in
                  connection with the operation, maintenance, management and
                  security of the Real Property, and any plazas, sidewalks and
                  curbs adjacent thereto as a class. A headquarters building in
                  midtown Manhattan.

                           Notwithstanding anything contained in this subsection
                  F including without limitation clause (ac) of subsection F(2)
                  hereof, the term "Operating Expenses" shall also include
                  during any period of time when Tenant or Tenant's affiliates
                  and subsidiaries shall have a membership interest (if Owner is
                  a limited liability company) or other ownership interest (if
                  Tenant is not a limited liability company) in the then owner
                  of the Building or holder of the leasehold interest in the
                  Ground Lease, all accounting and auditing fees incurred in
                  connection with the preparation of audited financial
                  statements of Owner, whether or not such statements shall have
                  any relevance to the costs of the operation and maintenance of
                  the Building.

                           (2)      The cost and expense of the following shall
         be excluded from the calculation of Operating Expenses:

                           (a)      leasing commissions and leasing related
                  expenses; including, without limitation, legal fees, rent
                  concessions, tenant improvement costs, work credits, take over
                  costs, costs of preparing spaces (including the Demised
                  Premises) for occupancy (other than repairs which would
                  otherwise be included as an Operating Expense);

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                           (b)      salaries, fringe benefits and other
                  compensation of personnel above the grade of on site building
                  manager and on site superintendent;

                           (c)      capital improvements and replacements which
                  under generally accepted accounting principles and practice
                  would be classified as capital expenditures, except the cost
                  and expense of any improvement, alteration, replacement or
                  installation which either (i) is required by any Legal
                  Requirement imposed subsequent to the date upon which a
                  temporary certificate(s) of occupancy have been issued for the
                  Demised Premises, or (ii) results in savings or reductions in
                  Operating Expenses (if the cost of any such expense referred
                  to in this subdivision (ii) shall be in excess of the savings
                  or reductions produced thereby, then the parties shall agree
                  upon an appropriate inclusion therefor, which shall not exceed
                  the savings or reductions produced thereby; failing which such
                  inclusion shall be determined by arbitration in accordance
                  with the provisions of Article 36 with the arbitrators to be
                  guided by the intention that the cost of such expense shall
                  bear a reasonable relation to the savings or reductions) (such
                  improvements, alterations, replacements and installations
                  described in clauses (i) and (ii) above are referred to as
                  "Included Improvements"); the cost and expense of Included
                  Improvements made after the Commencement Date shall be
                  included in Operating Expenses for any Escalation Year
                  commencing with the Escalation Year in which they are
                  completed to the extent of (x) the annual amortization or
                  depreciation of the cost and expense to Owner of such Included
                  Improvements, as amortized or depreciated on a straight line
                  basis over fifteen (15) years allocable to such Escalation.
                  Year plus (y) an annual charge for interest upon the
                  unamortized or undepreciated portions of such cost and expense
                  at the average prime rate (as defined in Section 31.03) during
                  the Escalation Year in question; any costs incurred with
                  respect to removal or treatment of hazardous material which
                  was not deemed hazardous at the time installed shall be deemed
                  a Included Improvement for the purposes of this clause (c) of
                  this subsection F(2);

                           (d)      any other item which under generally
                  accepted accounting principles and practice would not be
                  regarded as an operating, maintenance or management expense;

                           (e)      any item for which Owner is compensated
                  through proceeds of insurance or any other amounts which are
                  reimbursable to Owner (except pursuant to so-called escalation
                  provisions in the nature of this Article 23); and

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<PAGE>

                           (f)      any specific work or service which Owner
                  performs or furnishes to Tenant or any tenant of a kind or
                  scope beyond that which Owner furnishes to Tenant and tenants
                  generally in the Building without charges;

                           (g)      cost of repairs or replacements incurred by
                  reason of fire or other casualty or condemnation,

                           (h)      advertising, entertaining and promotional
                  expenditures in connection with the leasing of rentable areas
                  of the Building,

                           (i)      Taxes and all expenses of contesting the
                  same,

                           (j)      amortization, depreciation, except as
                  expressly provided above, and any other non-cash charges,

                           (k)      debt service on mortgages and any other
                  financings related to the Real Property other than any
                  interest charges referred to in Subdivision 2(c) above (i.e.,
                  interest and principal payments and other debt costs), and
                  financing and refinancing costs in respect of any mortgage
                  placed on the Real Property or any portion thereof or any
                  interest therein and any and all costs incurred in obtaining
                  or endeavoring to obtain the same,

                           (l)      except for management fees covered in (1)(m)
                  above, amounts paid to affiliates of Owner in excess of the
                  costs for goods and services tendered which would be paid in
                  an arms-length transaction absent such affiliation, provided
                  that such services provided by Owner's affiliates shall be at
                  least equivalent in quality to such services if same were
                  provided by a third party for a comparable class A
                  headquarters office building in midtown Manhattan;

                           (m)      compensation paid to clerks, attendants, or
                  other persons for operating commercial concessions of, or
                  under license from, Owner of the Building,

                           (n)      interest, fines, penalties, late charges or
                  other costs to the extent due by reason of the late payment of
                  Taxes or other charges,

                           (o)      gains, excise, personal property, gift,
                  corporation, unincorporated business, income, profit, estate,
                  use, occupancy, gross receipt, rental, succession,
                  inheritance, transfer, franchise, capital stock or similar
                  taxes imposed upon Owner or in connection with the Real
                  Property and/or the Building,

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<PAGE>

                           (p)      the cost (including, without limitation,
                  attorneys' fees and disbursements) of any judgment, settlement
                  or arbitration award resulting from any tort liability of
                  Owner, except that the cost of performing any repair,
                  alteration or other work which would otherwise be included in
                  Operating Expenses, to the extent included in any such
                  judgment, settlement or arbitration award, shall not be
                  excluded hereby,

                           (q)      the cost of installing, operating and
                  maintaining any specialty service such as, but not limited to,
                  an observatory, broadcasting facility, luncheon club, athletic
                  or recreational club, auditorium, cafeteria or dining
                  facility, conference center, antennae or child care facility,

                           (r)      lease payments for rented equipment, the
                  cost of which would constitute a capital expenditure which is
                  not includable as an Operating Expense if such equipment were
                  purchased, provided, however, that if the cost of such rented
                  equipment would be includable, if purchased, then the lease
                  payments for same shall be included in Operating Expenses to
                  the extent that such purchase cost would be amortized pursuant
                  to Paragraph 2(c) of this Subsection 23.01F,

                           (s)      any rent, additional rent or other charge
                  under any lease or sublease to, or assumed directly or
                  indirectly by, Owner, in the nature of a so-called "take-over
                  obligation",

                           (t)      any accrued and unfunded pension or other
                  benefits of any personnel which are not paid within six (6)
                  months after required,

                           (u)      Intentionally Deleted

                           (v)      costs for which Owner is reimbursed or
                  entitled to reimbursement under warranties or guaranties,

                           (w)      costs incurred to correct any
                  misrepresentation by Owner made herein or made to another
                  Tenant,

                           (x)      the cost of construction of additions to the
                  Building,

                           (y)      costs incurred due to the violation by Owner
                  or any other tenant of the Building of the terms of any lease,
                  agreement or any laws, rules, regulations or ordinances
                  applicable to the Building,

                           (z)      costs of increases in insurance premiums
                  resulting from the acts or omission of, or manner of use or
                  uses of their premises by, other tenants in the Building,

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<PAGE>

                           (aa)     dues paid to trade associations and similar
                  expenses if there is no resulting benefit to the Building,

                           (ab)     all credits and or abatements realized by
                  Owner with respect to Operating Expenses incurred;

                           (ac)     accounting and auditing fees other than (x)
                  those reasonably incurred in connection with the maintenance
                  and operation of the Building and (y) preparation of
                  statements required pursuant to the escalation provisions or
                  provisions regarding the contesting of Taxes;

                           (ad)     the cost incurred by Owner in performing
                  work or furnishing any service to or for a tenant of space in
                  the Building, including Tenant, for which a separate charge is
                  made, including, without limitation, the supply of overtime
                  air conditioning, ventilation and heating, and extra cleaning
                  services it being expressly agreed that for the purposes of
                  this Article 23, eighty percent (80%) of the separate charge
                  to other tenants in the Building for such work or services
                  shall be considered Owner's actual cost thereof;

                           (ae)     any expenses incurred in connection with any
                  superior lease, including, without limitation, ground rent
                  except as otherwise specifically included as an operating
                  expense herein;

                           (af)     costs of acquiring, leasing, insuring,
                  restoring, removing or replacing works of art of the quality
                  and nature of "fine art";

                           (ag)     costs incurred with respect to removal or
                  treatment of hazardous material which was (x) deemed hazardous
                  at the time installed and (y) installed in the Demised
                  Premises in violation of Legal Requirements, but excepting
                  costs of normal and customary testing and monitoring;

                           (ah)     costs incurred with respect to repairs or
                  alterations required to comply with legal Requirements in
                  existence as of the date of substantial completion of Owner's
                  Initial Construction;

                           (ai)     expenditures for repairing and/or replacing
                  any defect in any work performed by or on behalf of Owner in
                  constructing the Building pursuant to the provisions of
                  Section 5.03 of this Lease;

                           (aj)     dues to professional and lobbying
                  associations (other than dues to the Realty Advisory Board on
                  Labor Relations, Incorporated or its successor which, if such
                  dues are with respect to other buildings and the

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                  Building, then the Operating Expenses shall only include such
                  portion of the dues allocable on a pro rata basis to the
                  Building), and contributions to political or charitable
                  organizations;

                           (ak)     costs incurred to the extent resulting from
                  the negligence or wilful acts of Owner or any of Owner's
                  agents, contractors, employees or representatives;

                           (al)     Owner's overhead and general and
                  administrative expenses other than those which are otherwise
                  included, in the above mentioned management fee;

                           (am)     costs incurred with respect to a sale or
                  transfer of all or any portion of the building or the Ground
                  Lease, or any interest therein or in any person or entity of
                  whatever tier owning an interest therein;

                           (an)     costs for which Owner would have been
                  compensated by insurance had it carried the coverage required
                  hereby;

                           (ao)     the cost of providing any service
                  customarily provided by a managing agent and the cost of which
                  is customarily included in management fees (e.g., bookkeeping,
                  but not accounting costs);

                           (ap)     costs relating to withdrawal liability or
                  unfunded pension liability under the Multi-Employer Pension
                  Plan Act or similar law;

                           (aq)     fines and penalties incurred because of
                  violations of Legal Requirements that arise by reason of
                  Owner's failure to construct, maintain or operate the
                  Building, or any part thereof, in compliance with such Legal
                  Requirements;

                           (ar)     costs incurred in connection with the
                  initial construction, decoration and, landscaping of the
                  Building or the remedying of any violations of law relating
                  thereto;

                           (as)     costs incurred in connection with the
                  acquisition or sale of air rights, transferable development
                  rights, easements or other real property interests;

                           (at)     any net payments received by Owner for
                  recyclable materials and waste paper for the Building shall be
                  deducted from Operating Expenses;

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<PAGE>

                           (au)     costs allocable directly and solely to any
                  revenue generating signs;

                           (av)     any costs or portions thereof not includable
                  as an Operating Expense under any other office space lease in
                  the Building;

                           (aw)     costs to correct any material
                  misrepresentation, or satisfy any indemnification obligations,
                  of Owner and any legal or consultant costs incurred in
                  connection with disputes with tenants of the Building;

                           (ax)     Times Square Theater Surcharge and Ground
                  Lease Percentage Rent (as such terms are defined in the Ground
                  Lease);

                           (ay)     that portion of costs incurred in connection
                  with the Building and other properties to the extent the same
                  are reasonably attributable to such other properties;

                           (az)     all additions to building reserves,
                  including bad debts and rent loss reserves;

                           (ba)     legal and other related expenses associated
                  with the securing or defense of Owner's title to the land or
                  the Building; and

                           (bb)     management fees in excess to that
                  specifically permitted under clause (m)above,

                           (bc)     costs related to services provided to the
                  retail space to the extent not provided to Tenant under this
                  Lease; provided, however, that cleaning expenses attributable
                  to the retail space shall always be excluded.

                           (bd)     charges imposed upon or with respect to the
                  Real Property pursuant to a city business improvement
                  district.

                           G.       The term "Owner's Ground Lease Statement"
shall mean an instrument containing a computation of any increase in the Fixed
Rent pursuant to the provisions of Section 23.06 of this Article.

                           H.       The term "Owner's Operating Expense
Statement" shall mean an instrument containing a computation of any increase in
the Fixed Rent pursuant to the provisions of Section 23.04 of this Article.

                           I.       The term "Monthly Escalation Installment"
shall mean a sum equal to one-twelfth (1/12th) of the increase in the Fixed Rent
payable pursuant to the provisions of Subsection 23.04 A for the Escalation Year
with respect to which Owner has most recently

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rendered an Owner's Operating Expense Statement, appropriately adjusted to
reflect (i) in the event such Escalation Year is a partial calendar year, the
increase in the Fixed Rent which would have been payable for such Escalation
Year if it had been a full calendar year, and (ii) the amount by which current
Operating Expenses as reasonably estimated by Owner exceed Operating Expenses as
reflected in such Owner's Operating Expense Statement except that such estimated
excess shall not exceed an amount equal to 5% of the Operating Expenses for the
immediately preceding Escalation Year unless Owner delivers reasonable evidence
to Tenant that such excess is more than 5%; and (iii) any net credit balance to
which Tenant may be entitled pursuant to the provisions of Subsection 23.05 C.

                           J.       The term "Monthly Escalation Installment
Notice" shall mean a notice given by Owner to Tenant which sets forth the
current Monthly Escalation Installment; such Notice may be contained in a
regular monthly rent bill, in an Owner's Operating Expense Statement, or
otherwise, and may be given from time to time, at Owner's election.

                           K.       The term "Monthly Ground Lease Installment"
shall mean a sum equal to one twelfth (1/12th) of the increase in the Fixed Rent
payable pursuant to the provisions of Subsection 23.06 A for the Escalation Year
with respect to which Owner has most recently rendered an Owner's Ground Lease
Statement, appropriately adjusted to reflect (i) in the event such Escalation
Year is a partial calendar year, the increase in the Fixed Rent which would have
been payable for such Escalation Year if it had been a full calendar year, and
(ii) the amount by, which current Rental under the Ground Lease as reasonably
estimated by Owner exceeds Rental under the Ground Lease as reflected in such
Owner's Ground Lease Statement; and (iii) any net credit balance to which Tenant
may be entitled pursuant to the provisions of Subsection 23.06 E.

                           L.       The term "Monthly Ground Lease Installment
Notice" shall mean a notice given by Owner to Tenant which sets forth the
current Monthly Ground Lease Installment; such Notice may be contained in a
regular monthly rent bill, in an Owner's Ground Lease Statement, or otherwise,
and may be given from time to time, at Owner's election.

                  Section 23.02. Intentionally Deleted.

                  Section 23.03. Intentionally Deleted.

                  Section 23.04. Operating Expenses: A. (1) The Fixed Rent for
each Escalation Year commencing with the Escalation Year during which Tenant
shall first commence the use and occupancy of any portion of the Demised
Premises for the conduct of its business shall be increased by a sum equal to
Tenant's Proportionate Share of Operating Expenses for such Escalation Year.

                                    (2)      If Owner is providing cleaning to
the Demised Premises pursuant to Section 29.03 (II), Owner shall include on
Owner's Operating Expense Statement

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for each Escalation Year during which such cleaning is provided, a statement of
the cost of cleaning all of the office space in the Building ("Office Cleaning
Costs"), and Tenant, in addition to paying Tenant's Proportionate Share of
Operating Expenses shall also pay to Owner in the same manner and at such times
as Tenant pays Tenant's Proportionate Share of Operating Expenses, an amount
equal to the sum of (i) Tenant's Cleaning Share (as hereinafter defined) of such
Office Cleaning Costs and (ii) 100% of the actual cost of cleaning the Third
Floor Space. If Owner is not providing cleaning pursuant to Section 29.03(II)
Operating Expenses shall exclude the cost of cleaning all of the office space in
the Building. The term a "Tenant's Cleaning Share" shall mean a fraction, the
numerator of which shall be the entire rentable area of the Demised Premises
located above the third (3rd) floor of the Building and the denominator of which
shall be the entire rentable area of the office space portions of the Building
(expressly including all portions of the Demised Premises located above the
third floor) based upon the allocations set forth in Schedule B, as the same may
be adjusted in accordance with Section 1.06.

                           B.       Unless the date (referred to as the
"Operating Date" ) upon which Tenant shall first commence the use and occupancy
of any portion of the Demised Premises shall occur on a January 1st, any
increase in the Fixed Rent pursuant to the provisions of Subsection A of this
Section 23.04 for the Escalation Year in which the Operating Date shall occur
shall be apportioned in that percentage which the number of days in the period
from the Operating Date to December 31st of such Escalation Year, both dates
inclusive, bears to the total number off days in such Escalation Year. Unless
the Demised Term shall expire on December 31st any increase in the Fixed Rent
pursuant to the provisions of Subsection A of this Section 23.04 for the
Escalation Year in which the date of the expiration of the Demised Term shall
occur shall be apportioned in that percentage which the number of days in the
period from January 1st of such Escalation Year to such date of expiration, both
dates inclusive, bears to the total number of days in such Escalation Year.

                           C.       In the determination of any increase in the
Fixed Rent pursuant to the foregoing provisions of this Section 23.04, if the
Building shall not have been fully occupied during any Escalation Year,
Operating Expenses for such Escalation Year shall be equitably adjusted (by
including such additional expenses as Owner would have incurred to the degree
the components thereof vary according to the occupancy level Of the Building
from time to time) to the extent, if any, required to reflect full occupancy.

                  Section 23.05. Calculation and Payment of Operating Expenses:
A. Owner shall render to Tenant, in accordance with the provisions of Article
27, an Owner's Operating Expense Statement with respect to each Escalation Year
on or before the next succeeding October 1st. Owner's failure to render an
Owner's Operating Expense Statement with respect to any Escalation Year shall
not (i) prejudice Owner's right to recover any sums due to Owner hereunder
provided that such Owner's Operating Expense Statement shall be rendered within
three (3) years after the expiration of the Escalation Year to which it relates
nor (ii) deprive Tenant of any credit to which it may otherwise be entitled.

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                           B.       Within thirty (30) days next following
rendition of the first Owner's Operating Expense Statement which shows an
increase in the Fixed Rent for any Escalation Year, Tenant shall pay to Owner
the entire amount of such increase. In order to provide for current payments on
account of future potential increases in the Fixed Rent which may be payable by
Tenant pursuant to the provisions of Subsection 23.04.A, Tenant shall also pay
to Owner at such time, provided Owner has given to Tenant a Monthly Escalation
Installment Notice, a sum equal to the product of (i) the Monthly Escalation
Installment set forth in such Notice multiplied by (ii) the number of months or
partial months which shall have elapsed between January 1st of the Escalation
Year in which such payment is made and the date of such payment, less any
amounts theretofore paid by Tenant to Owner on account of increases in the Fixed
Rent for such Escalation Year pursuant to the provisions of the penultimate
sentence of this Subsection 23.05.B; thereafter Tenant shall make payment of a
Monthly Escalation Installment throughout each month of the Demised Term.
Monthly Escalation Installments shall be added to and payable as part of each
monthly installment of Fixed Rent. Notwithstanding anything to the contrary
contained in the foregoing provisions of this Article, prior to the rendition of
the first Owner's Operating Expense Statement which shows an increase, in the
Fixed Rent for any Escalation Year, Owner may render to Tenant pro-forma Owner's
Operating Expense Statement containing a bona fide estimate of the increase in
the Fixed Rent for the Escalation Year in which the Operating Date shall occur
and/or the subsequent Escalation Year. Owner's pro-forma Operating Expense
Statement shall be based on the operating expense statement prepared by the
owner of 1675 Broadway, New York, New York, adjusted to reflect (x) the
differences in the size of 1675 Broadway and the Building (y) differences in the
services furnished by the owner of 1675 Broadway and Owner to the respective
buildings and (2) any other known differences between the operating expenses for
1675 Broadway and anticipated Operating Expenses for the Building. Following the
rendition of such pro-forma Owner's Operating Expense Statement, Tenant shall
pay to Owner a sum equal to one twelfth (1/12th) of the estimated increase in
the Fixed Rent shown thereon for such Escalation Year or Years multiplied by the
number of months which may have elapsed between the Operating Date and the month
in which such payment is made and thereafter pay to Owner, on the first day of
each month of the Demised Term (until the rendition by Owner of the first
Owner's Operating Expense Statement) a sum equal to one twelfth (1/12th) of the
increase in the Fixed Rent shown on such pro-forma Owner's Operating Expense
Statement. Any sums paid pursuant to the provisions of the immediately preceding
sentence shall be credited against the sums required to be paid by Tenant to
Owner pursuant to the Owner's Operating Expense Statement for the first
Escalation Year for which there is an increase in the Fixed Rent pursuant to the
provisions of Subsection A.

                           C.       Following rendition of the first Owner's
Operating Expense Statement and each subsequent Owner's operating Expense
Statement a reconciliation shall be made as follows: Tenants shall be debited
with any increase in the Fixed Rent shown on such Owner's Operating Expense
Statement and credited with the aggregate amount, if any, paid by Tenant in
accordance with the provisions of Subsection B of this Section on account of
future increases in the Fixed Rent pursuant to Subsection 23.04 A. which has not
previously been credited against increases in the Fixed Rent shown on Owner's
Operating Expense Statements.

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Tenant shall pay any net debit balance to Owner within thirty (30) days next
following rendition by Owner, in accordance with the provisions of Article 27 of
an invoice for such net debit balance; any net credit balance, shall be applied
as an adjustment against the next accruing monthly installments of Fixed Rent
(unless there are no such monthly installments remaining, in which event any net
credit balance shall be payable by Owner to Tenant within thirty (30) days next
following the rendition of the Owner's Operating Expense Statement). If the
amount of Operating Expenses paid by Tenant on account for any Escalation Year
shall exceed the amount of Operating Expenses for such Escalation Year (as
finally billed by Owner pursuant to an Owner's Operating Expense Statement for
such Escalation Year) by more than 5%, then Owner shall also pay to Tenant with
such net credit balance, interest thereon, at a rate equal to 1% per annum over
the prime rate in effect, from time to time, from the date or dates of payment
by Tenant to Owner to the date or dates of application of such net credit
balance against the next accruing Monthly installments of Fixed Rent or such
repayment by Owner to Tenant.

                  Section 23.06. A. Tenant acknowledges that it has been given a
copy of the Ground Lease and is familiar with the provisions thereof. The Fixed
Rent for each Escalation Year shall be increased by a sum equal to Tenant's
Proportionate Share of the aggregate of: (i) the "Base Rent" as defined in the
Ground Lease plus (ii) (x) the "Alternate Rent", if any, as defined in the
Ground lease plus (y) the "Percentage Rent", if any, as defined in the Ground
Lease plus (iii) all "Impositions" as defined in the Ground Lease, in each event
payable under the Ground Lease with respect to each Escalation Year. The
aggregate of (i), (ii) and (iii) is referred to as the "Deemed Rental under the
Ground Lease."

                  If at any time during the Demised Term the Ground Lease shall
not be in force and effect for any reason including, but not limited to, the
purchase by Owner of the landlord's interest under the Ground Lease or the
termination of the Ground Lease by reason of the default or insolvency of the
tenant thereunder, then notwithstanding anything to the contrary set forth in
this Lease, Tenant shall continue to be liable for Tenant's Proportionate Share
of what would be the "Deemed Rental under the Ground Lease" computed as if the
Ground Lease were still in force and effect. In addition, Tenant shall make
payments with respect to the Theatre Surcharge as set forth in Section 7.14.B.

                           B.       Unless the Commencement Date shall occur on
a July 1st, any increase in the Fixed Rent pursuant to the provisions of
Subsection A of this Section 23.06 for the Deemed Rental Escalation Year in
which the Commencement Date shall occur shall be apportioned in that percentage
which the number of days in the period from the Commencement

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Date to June 30th of such Deemed Rental Escalation Year, both inclusive, bears
to the total number of days in such Deemed Rental Escalation Year. Unless the
Demised Term shall expire on a June 30th, any increase in the Fixed Rent
pursuant to the provisions of Subsection A for the Deemed Rental Escalation Year
in which the date of the expiration of the Demised Term shall occur shall be
apportioned in that percentage which the number of days in the period from July
1st of such Deemed Rental Escalation Year to such date of expiration, both
inclusive, bears to the total number of days in such Deemed Rental Escalation
Year.

                           C.       Owner shall render to Tenant, in accordance
with the provisions of Article 27, an Owner's Ground Lease Statement with
respect to each Deemed Rental Escalation Year, either prior to or during such
Deemed Rental Escalation Year. Owner's failure to render an Owner's Ground Lease
Statement with respect to any Deemed Rental Escalation Year shall not (i)
prejudice Owner's right to recover any sums due to Owner hereunder with respect
to such Deemed Rental Escalation Year provided that such Owner's Ground Lease
Statement shall be rendered within three (3) years after the expiration of the
Deemed Rental Escalation Year to which it relates nor (ii) deprive Tenant of any
credit to which it otherwise might be entitled. Within thirty (30) days next
following rendition of the first Owner's Ground Lease Statement which shows an
increase in the Fixed Rent pursuant to Section 23.06A for any Deemed Rental
Escalation Year (but in no event earlier than thirty (30) days prior to the time
any installment of the Deemed Rental under the Ground Lease is required to be
paid by Owner without penalty or interest), Tenant shall pay to Owner one-half
of the amount of the increase shown upon such Owner's Ground Lease Statement for
such Deemed Rental Escalation Year (subject to any apportionment pursuant to the
provisions of Subsection B of this Section 23.06); and, subsequently, provided
Owner shall have rendered to Tenant an Owner's Ground Lease Statement, Tenant
shall pay to Owner not later than thirty (30) days prior to the date on which
the second installment of the Deemed Rental under the Ground Lease with respect
to a Deemed Rental Escalation Year is required to be paid by Owner without
penalty or interest a sum equal to one-half (1/2) of the amount of the increase
shown upon such Owner's Ground Lease Statement payable with respect to such
Deemed Rental Escalation Year. Tenant further acknowledges that it is the
purpose and intent of this Subsection C of this Section 23.06 to provide Owner
with Tenant's Proportionate Share of the Deemed Rental under the Ground Lease
pursuant to the provisions of this Subsection C thirty (30) days prior to the
time such installment of the Deemed Rental under the Ground Lease is required to
be paid by Owner without penalty or interest. Accordingly, Tenant agrees if the
number of such installments and/or the date of payment thereof shall change,
then (a) at the time that any such revised installment is payable by Owner,
tenant shall pay to Owner the amount which shall provide Owner with Tenant's
Proportionate Share of the Deemed Rental under the Ground Lease pursuant to the
provisions of Subsection 23.06 applicable to the revised installment of the
Deemed Rental under the Ground Lease then required to be paid by Owner, and (b)
this Article shall be appropriately adjusted to reflect such change and the time
for payment to Owner of Tenant's Proportionate Share of the Deemed Rental under
the Ground Lease as provided in this Article shall be appropriately revised so
that Owner shall always be provided with Tenant's Proportionate Share of the
Deemed Rental under the Ground Lease thirty (30) days prior to the date the
installment of the

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Deemed Rental under the Ground Lease is required to be paid by Owner without
penalty or interest.

                           D.       Following rendition of the first Owner's
Ground Lease Statement and each subsequent Owner's Ground Lease Statement a
reconciliation shall be made as follows: Tenant shall be debited with any
increase in the Fixed Rent not shown on such Owner's Ground Lease Statement and
credited with the aggregate amount, if any, paid by Tenant in accordance with
the provisions of Subsection C of this Section 23.06 on account of increases in
the Fixed Rent pursuant to Subsection 23.06 A. which has not previously been
credited against increases in the Fixed Rent shown on Owner's Ground Lease
Statements. Tenant shall pay any net debit balance to Owner within thirty (30)
days next following rendition by Owner, in accordance with the provisions of
Article 27 of an invoice for such net debit balance; any net credit balance,
shall be applied as an adjustment against the next accruing monthly installments
of Fixed Rent (unless there are no such monthly installments remaining, in which
event any net credit balance shall be payable by Owner to Tenant within thirty
(30) days next following the rendition of the Owner's Ground Lease Statement).
If the amount of the increase in the Fixed Rent pursuant to Section 23.06A paid
by Tenant on account for any Escalation Year shall exceed the amount of such
increase in the Fixed Rent pursuant to Section 23.06A for such Escalator Year
(as finally billed by Owner pursuant to an Owner's Ground Lease Statement for
such Escalation Year) by more than 5%, then Owner shall also pay to Tenant with
such net credit balance, interest thereon at a rate equal to 1% per annum over
the prime rate in effect, from time to time, from the date or dates of payment
by Tenant to Owner to the date or dates of application of such net credit
balance against the next accruing monthly installments of Fixed Rent or such
repayment by Owner to Tenant.

                  Section 23.07. Dispute Resolution: A. In the event of any
dispute between Owner and Tenant arising out of the application of the Operating
Expense, or Ground Lease Rental provisions of this Article, such dispute shall
be determined by arbitration in New York City in accordance with the provisions
of Article 36. Owner and Tenant acknowledge that with respect to the payment of
Operating Expenses and "Deemed Rental under the Ground Lease" under the Ground
Lease, this Lease shall be deemed a "Net Lease" and, accordingly, it is the
intention of this Article that Tenant shall pay to Owner, Tenant's Proportionate
Share of (a) one hundred (100%) percent of Operating Expenses throughout the
Demised Tenant and (b) subject to Section 23.06A, one hundred (100%) percent of
the "Deemed Rental under the Ground Lease" whether actually incurred or deemed
incurred as provided in Section 23.06A throughout the Demised Term.
Notwithstanding any such dispute and submission to arbitration, any increase in
the Fixed Rent shown upon any Owner's Operating Expense Statement or any Monthly
Escalation installment Notice or Owner's Ground Lease Statement or any Monthly
Ground Lease Installment Notice shall be payable by Tenant within the time
limitation set forth in this Article. If the determination in such arbitration
shall be adverse to Owner, any amount paid by Tenant to Owner in excess of the
amount determined to be properly payable, together with interest calculated at a
rate equal to one (1%) percent per annum above the prime rate from the date(s)
of overpayment to the date(s) of credit against Fixed Rent or payment by Owner
as

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<PAGE>

hereinafter provided shall be credited against the next accruing installments of
Fixed Rent due under this Lease. However, if there are no such installments,
such amounts shall be paid by Owner to Tenant within ten (10) days following
such determination. If any such determination grants Owner any additional sums,
such sums shall bear interest calculated at a rate equal to one (1%) percent per
annum above the prime rate from the date(s) payment was to be made therefor to
the date(s) of payment by Tenant to Owner therefor.

                           B.       In the event Tenant disagrees with any
computation or other matter contained in any Owner's Operating Expense Statement
or any Monthly Escalation installment Notice or Owner's Ground Lease Statement,
or Monthly Ground Lease Installment Notice, as the case may be, Tenant shall
have the right to give notice to Owner within three hundred sixty five (365)
days next following rendition of such Statement or Notice setting forth the
particulars of such disagreement. In the event that Tenant complies with the
provisions of Subsection C of this Section and Owner does not provide Tenant
with access to the information to which Tenant is entitled pursuant to the
provision of said Subsection C, then the date 365 days next following the
rendition of such statement or notice shall be extended by the number of days
for which Tenant is so denied such access. If the matter is not resolved within
one hundred fifty (150) days next following the giving of such notice by Tenant,
it shall be deemed a dispute which either party may submit to arbitration
pursuant to the provisions of Subsection A of this Section. If the final result
(as determined by agreement of the parties or by arbitration) of any examination
of Owner's books and records pursuant to subsection C of this Section
establishes that the amount of any item of Operating Expenses set forth in any
Owner's Operating Expense Statement or Ground Lease Statement exceeds the amount
of such item as so finally determined by more than $10,000.00, then Tenant shall
be entitled to examine Owner's books and records with respect to Operating
Expenses and the Deemed Rental Under the Ground Lease and dispute items of
Operating Expenses thereunder for the two (2) Escalation Years immediately
preceding the Escalation Year for which the determination has been made. If (i)
Tenant does not give a timely notice to Owner in accordance with the foregoing
provisions of this Subsection disagreeing with any computation or other matter
contained in any Owner's Operating Expense Statement or any Monthly Escalation
Installment Notice or Owner's Ground Lease Statement of Monthly Ground Lease
Installment Notice and setting forth the particulars of such disagreement, or
(ii) if any such timely notice shall have been given by Tenant, but the matter
shall not have been resolved by agreement between the parties or Tenant shall
not have submitted the dispute to arbitration within three hundred sixty-five
(365) days next following the giving of such notice by Tenant of such dispute,
then Tenant shall be deemed conclusively to have accepted such Owner's Operating
Expense Statement or Monthly Escalation Installment Notice or Owner's Ground
Lease Statement or Monthly Ground Lease Installment Notice, as the case may be,
and shall have no further right to dispute the same.

                           C.       (1) Tenant or its usual auditors of its
normal books and records (provided same are certified public accountants) or any
firm of independent certified public accountants having at least twenty five
(25) partners or shareholders and a reputation in the industry for performing
quality audits similar to those performed by any of the so-called "big six"
accounting firms, or their successors, or any specialists in consulting on
mechanical,

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<PAGE>

electrical, engineering or plumbing services (referred to as "Specialists") in
each case at Tenant's expense, shall have the right to examine those portions of
Owner's records which are reasonably required to verify the accuracy of any
amounts shown on any Owner's Operating Expense Statement, or Owner's Ground
Lease Statement provided Tenant shall notify Owner of its desire to so examine
such records within three hundred sixty five (365) days next following rendition
of the applicable Statement. Owner shall maintain such records for a period of
three (3) years following the expiration of the Escalation Year or Deemed Rental
Escalation Year to which they relate. Upon Tenant's timely request, Owner shall
make such records available and any such examination shall be conducted at the
office of Owner's accountants in New York City or at such other reasonable place
in New York City designated by Owner during normal office hours.

                                    (2)      Tenant acknowledges and agrees that
not more than three (3) of its employees or three (3) persons employed by such
auditors or three Specialists shall be entitled to entry to the offices of Owner
at any one time for the purposes of such review and inspection. Tenant hereby
recognizes the confidential, privileged and proprietary nature of such records
and the information and data contained therein, as well as any compromise,
settlement or adjustment reached between Owner and Tenant relating to the
results of such examination, and Tenant covenants and agrees for itself, and its
employees, agents and representatives (including, but not limited to, such
auditors, Specialists and any attorneys or consultants retained by Tenant as
hereinafter provided), that such books, records, information, data, compromise,
settlement and adjustment will be held in the strictest confidence and not be
divulged, disclosed or revealed to any other person except (x) to the extent
required by law, court order or directive of any Governmental Authority (y) to
such auditors or any attorneys retained by Tenant or consultants retained by
Tenant in connection with any negotiation, action or proceeding between Owner
and Tenant as to Operating Expenses, Owner's Operating Expense Statement, or
Owner's Ground Lease Statement, and (z) to the extent such information is in the
public domain except where it is in the public domain due to any disclosure by
Tenant, its employees, agents and representatives (including, but not limited
to, such auditors, Specialists, attorneys and consultants) in violation of the
provision hereof and no examination of any such records shall be permitted
unless and until such auditors, attorneys and consultants affirmatively agree
and consent to be bound by the provisions of this Section 23.07C.

                                    (3)      Tenant agrees that Section
23.07C(2) is of material importance to Owner and that any violation thereof
shall result in initiate, harm to Owner and Owner shall have all rights allowed
by law or equity if Tenant, its employees, agents, and representatives
(including, but not limited to, such auditors Specialists, attorneys or
consultants) violate the terms of this Section 23.07C(2), and Tenant shall
indemnify and hold Owner harmless of and from all loss, cost, damage, liability
and expense (including, but not limited to counsel fees and disbursements)
arising from a breach of the foregoing obligations of Tenant or any of its
employees, agents and representatives, (including but not limited to, such
auditors, Specialists, attorneys or consultants). This obligation of Tenant and
its employees, agents and representatives (including, but not limited to, any
such auditors Specialists, attorneys or consultants) shall survive the
expiration or sooner termination of the Demised Term.

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                  Section 23.08. Collection of Increases in Fixed Rent: The
obligations of Owner and Tenant under the provisions of this Article with
respect to any increase in the Fixed Rent, or any credit to which Tenant may be
entitled, shall survive the expiration or any sooner termination of the Demised
Term. All sums payable by Tenant under this Article shall be collectible by
Owner in the same manner as Fixed Rent.

                  Section 23.09. During the Demised Term the Fixed Rent for each
Escalation Year shall be increased by Tenant's Proportionate Share of all
charges imposed upon or with respect to the Real Property pursuant to a city
business improvement district with respect to such Escalation Year. Any sums
payable pursuant to the foregoing provisions of this Section shall be paid by
Tenant to Owner not later than thirty (30) days prior to the date on which the
charges in question are required to be paid by Owner without penalty or interest
to the applicable authority, provided Owner has made a demand to Tenant therefor
at least thirty five (35) days prior to said date upon which said charges are so
required to be paid.

                                    ARTICLE 24

                                    NO WAIVER

                  Section 24.01. Owner's Termination Not Prevented: Neither any
option granted to Tenant in this Lease or in any collateral instrument to renew
or extend the Demised Term, nor the exercise of any such option by Tenant, shall
prevent Owner from exercising any option or right granted or reserved to Owner
in this Lease or in any collateral instrument or which Owner may have by virtue
of any law, to terminate this Lease and the Demised Term or any renewal or
extension of the Demised Term either during the original Demised Term or during
the renewed or extended term. Any termination of this Lease and the Demised Term
shall serve to terminate any such renewal or extension of the Demised Term and
any right of Tenant to any such renewal or extension, whether or not Tenant
shall have exercised any such option to renew or extend the Demised Term. Any
such option or right on the part of Owner to terminate this Lease shall continue
during any extension or renewal of the Demised Term. No option granted to Tenant
to renew or extend the Demised Term shall be deemed to give Tenant any further
option to renew or extend.

                  Section 24.02. No Termination by Tenant/No Waiver: No act or
thing done by Owner or Owner's agents during the Demised Term shall constitute a
valid acceptance of a surrender of the Demised Premises or any remaining portion
of the Demised Term except a written instrument accepting such surrender,
executed by Owner. No employee of Owner or of Owner's agents shall have any
authority to accept the keys of the Demised Premises prior to the termination of
this Lease and the Demised Term, and the delivery of such keys to any such
employee shall not operate as a termination of this Lease or a surrender of the
Demised Premises; however, if Tenant desires to have Owner sublet the Demised
Premises for Tenant's account, Owner or Owner's agents are authorized to receive
said keys for such purposes without

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Releasing Tenant from any of its obligations under this Lease, and Tenant hereby
relieves Owner of any liability for loss of, or damage to, any of Tenant's
property or other effects in connection with such subletting. The failure by
either party to seek redress for breach or violation of, or to insist upon the
strict performance of, any term, covenant or condition of this Lease on the
other party's part to be observed or performed, shall not prevent a subsequent
act or omission which would have originally constituted a breach or violation of
any such term, covenant or condition from having all the force and effect of an
original breach or violation. The receipt by Owner or payment by Tenant of rent
with knowledge of the breach or violation by the other party of any term,
covenant or condition of this Lease on such party's part to be observed or
performed shall not be deemed a waiver of such breach or violation. Owner's
failure to enforce any Building Rule against Tenant or against any other tenant
or occupant of the Building shall not be deemed a waiver of any such Building
Rule. No provision of this Lease shall be deemed to have been waived by either
party unless such waiver shall be set forth in a written instrument executed by
the party against which such waiver is sought. No payment by Tenant or receipt
by Owner of a lesser amount than the aggregate of all Fixed Rent and additional
rent then due under this Lease shall be deemed to be other than on account of
the first accruing of all such items of Fixed Rent and additional rent then due,
no endorsement or statement on any check and no letter accompanying any check or
other rent payment in any such lesser amount and no acceptance of any such check
or other such payment by Owner shall constitute an accord and satisfaction, and
Owner may accept any such check or payment without prejudice to Owner's right to
recover the balance of such rent or to pursue any other legal remedy.

                                    ARTICLE 25

                         MUTUAL WAIVER OF TRIAL BY JURY

                  Section 25.01. Owner and Tenant hereby waive trial by jury in
any action, proceeding or counterclaim brought by Owner or Tenant against the
other on any matter whatsoever arising out of or in any way connected with this
Lease, the relationship of landlord and tenant, the use or occupancy of the
Demised Premises by Tenant or any person claiming through or under Tenant, any
claim of injury or damage, and any emergency or other statutory remedy; however,
the foregoing waiver shall not apply to any action for personal injury or
property damage. The provisions of the foregoing sentence shall survive the
expiration or any sooner termination of the Demised Term. If Owner commences any
summary proceeding, or any other proceeding of like import, Tenant agrees: (i)
not to interpose any counterclaim of whatever nature or description in any such
summary proceeding, or any other proceeding of like import, unless failure to
interpose such counterclaim would preclude Tenant from asserting such claim in a
separate action or proceeding; and (ii) not to seek to remove to another court
or jurisdiction or consolidate any such summary proceeding, or other proceeding
of like import, with any action or proceeding which may have been, or will be,
brought by Tenant. In the event that Tenant shall breach any of its obligations
set forth in the immediately preceding sentence, Tenant agrees (a) to pay all of
Owner's reasonable attorneys' fees and disbursements

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<PAGE>

in connection with Owner's enforcement of such obligations of Tenant and (b) in
all events, to pay all accrued, present and future Fixed Rent and increases
therein and additional rent payable pursuant to the provisions of this Lease.

                  Section 25.02. In connection with any action or proceeding
brought by either party against the other in connection with this Lease, the
relationship of Owner and Tenant, the use or occupancy of the Demised Premises
by Tenant or any person claiming through or under Tenant, the prevailing party
therein shall be entitled to obtain from the losing party, within thirty (30)
days after a request therefor, its reasonable counsel fees and disbursements
incurred in connection with such action or proceeding.

                                   ARTICLE 26

                              INABILITY TO PERFORM

                  Section 26.01. If, by reason of strikes or other labor
disputes, fire or other casualty (or reasonable delays in adjustment of
insurance), accidents, any Legal Requirements, any orders of any Governmental
Authority or any other cause beyond Owner's reasonable control (excluding
inability to pay), whether or not such other cause shall be similar in nature to
those hereinbefore enumerated (and any such cause is herein referred to
individually and collectively as a "Force Majeure Event"), Owner is unable to
furnish or is delayed in furnishing any utility or service required to be
furnished by Owner under the provisions of Article 29, Addendum A or any other
Article of this Lease or any collateral instrument (with the exception of any
obligation on Owner's part to pay any sum of money, which monetary obligation
shall remain unaffected by the provisions of this Section), or is unable to
perform or make or is delayed in performing or making any installations,
decorations, repairs, alterations, additions or improvements, whether or not
required to be performed or made under this Lease or under any collateral
instrument, or is unable to fulfill or is delayed in fulfilling any of Owner's
other obligations under this Lease or any collateral instrument, no such
inability or delay shall constitute an actual or constructive eviction, in whole
or in part, or, except as otherwise specifically provided in this Lease, 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 Owner or its agents
by reason of inconvenience or annoyance to Tenant, or injury to or interruption
of Tenant's business, or otherwise. Owner shall employ reasonable diligence to
attempt to eliminate the cause of any inability or delay referred to in this
Section; however, it is understood and agreed that (i) the foregoing provisions
of this sentence shall not apply in the event of any strike or labor dispute as
long as Owner shall have taken all actions that owners of other class A
headquarters office buildings in midtown Manhattan would take in similar
situations to eliminate the cause of such inability or delay, and (ii) Owner
shall not be required to employ labor at overtime or any other premium pay rates
(unless otherwise specifically required to do so elsewhere in this Lease),
except that Owner shall employ labor at such overtime or other premium pay rates
in cases where there is, or there is reasonably likely to be, a material

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interference with the conduct of Tenant's normal business operations or the
health or safety of any occupants of the Demised Premises is, or is reasonably
likely to be, adversely affected.

                  Section 26.02. If, by reason of any Force Majeure Event,
Tenant is unable to fulfill any of Tenant's obligations under this Lease or any
collateral instrument (with the exception of any obligation on Tenant's part to
pay any sum of money, which monetary obligation shall remain unaffected by the
provisions of this Section), Tenant shall not be required to fulfill such
non-monetary obligation during the period that Tenant is so unable to fulfill
them by reason of such Force Majeure Event. Tenant shall employ reasonable
diligence to attempt to eliminate the cause of any inability or delay referred
to in this Section; however, it is understood and agreed that (i) the foregoing
provisions of this sentence shall not apply in the event of any strike or labor
dispute as long as Tenant shall have taken all actions that similar tenants of
similar space in other class A headquarters office buildings in midtown
Manhattan would take in similar situations to eliminate the cause of such
inability or delay, and (ii) Tenant shall not be required to employ labor at
overtime or any other premium pay rates, except that Tenant shall employ labor
at such overtime or other premium rates in cases where the health or safety of
any occupants of the Demised Premises is, or is reasonably likely to be,
adversely affected.

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                                   ARTICLE 29

                             UTILITIES AND SERVICES

                  Section 29.01. Elevators: A. Owner, at Owner's expense, shall
furnish passenger elevator facilities as set forth in Section 29.01.C on
business days (as defined in Section 31.01) from 7:00 A.M. to 7:00 P.M. and on
Saturdays from 7:00 A.M. to 1:00 P.M. and shall have each passenger elevator
available as needed at all other times for the same to provide service at the
level set forth in the specifications listed in Schedule 2 to Addendum A hereof.
Except as hereinafter set forth, Owner, at Owner's expense, shall furnish
adequate freight elevator facilities on business days from 7:00 a.m. to 6:00
p.m. subject to such reasonable rules as Owner may adopt for the use of any
freight elevator. Owner agrees to provide during the Demised Term from and after
the date upon which Owner shall have completed Owner's Initial Construction such
facility by designating one (1) of the freight elevators shown on the Basic
Building Plans (as defined in Addendum A) (the "Designated Freight Elevator")
for the exclusive use of Tenant during the days and hours set forth above for
freight elevators, provided, however, that Owner shall have the right to use the
Designated Freight Elevator for its own use or the use of other tenants in the
Building as and when necessary in Owner's reasonable opinion (for reasons
including, without limitation, periods of outage of the other freight elevators)
and provided, further, that Owner shall not have such right in the event that
such use by Owner will result in an unreasonable diminution of the freight
elevator facilities to be provided to Tenant under the provisions of this
Section. Tenant

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acknowledges that Tenant shall not have the exclusive use of any other freight
elevator in the Building, provided, however, Tenant shall have the right to use
the Building's other freight elevator on a non-exclusive basis, together with
Owner's own use and the use of other tenants in the Building, (i) prior to the
date upon which Owner shall have completed Owner's Initial Construction, (ii)
during such periods that Owner shall be using the Designated Freight Elevator
for its own use or the use of other tenants in the Building, (iii) during
periods when the Designated Freight Elevator is not operational and (iv) at such
other times as needed by Tenant, subject to the needs of Owner and the other
tenants of the Building. At any time or times all or any of the elevators in the
Building may, at Owner's option, be automatic elevators, and Owner shall not be
required to furnish any operator service for automatic elevators. If Owner
shall, at any time, elect to furnish operator service for any automatic
elevators, Owner shall have the right to discontinue furnishing such service
with the same effect as if Owner had never elected to furnish such service.

                           B.       Owner agrees that the core of the Building
shall be designed so that the twenty-eighth (28th), twenty-ninth (29th) and
thirtieth (30th) floors of the Building which are included as part of the
Demised Premises shall be served by both (x) one (1) passenger elevator that
shall be dedicated to the exclusive use of the tenants and occupants of such
floors and such elevator shall not be programmed to serve any other floors of
the Building other than the lobby, the sixteenth (16th) floor and any other
floors designated by Tenant and (y) the remaining seven (7) passenger elevators
serving the high rise elevator bank. Tenant shall have the right to use the
other seven (7) passenger elevators serving the 28th, 29th and 30th floors in
common with the other tenants and occupants of floors which the elevators of the
high rise elevator bank serve, and accordingly, in no event shall any of such
seven (7) elevators be used exclusively by any other tenant or occupant in the
Building. Owner shall have the right to place the dedicated elevator in general
use to the whole bank (including the 28th, 29th and 30th floors) in cases of
emergency or when any two (2) or more other elevators serving the same bank are
not in service due to repairs or other outage. Tenant acknowledges that the
dedication of one high-rise elevator as set forth herein may result in the
elevators in the high-rise bank not performing to the specifications outlined in
Schedule 2 to Addendum A, and Owner shall not be responsible therefor. Prior to
completion of the Building, Owner shall suggest other available programming
alternatives and shall, at Tenant's option, program the elevators in the
high-rise bank in a different manner acceptable to Owner and Tenant, each in
their sole and absolute discretion.

                           C.       Owner agrees that the core of the Building
shall be designed such that the third (3rd) through the sixteenth (16th) floors
of the Building shall be served by eight (8) passenger elevators in the low-rise
bank, with the sixteenth (16th) floor also being served by the eight (8)
high-rise elevators. Tenant shall have the right to use such passenger
elevators, which shall provide elevator service in accordance with the
requirements of Schedule 2 of Addendum A, with the other tenants and occupants
of such floors (if any). Prior to the completion of the Building, Tenant may
suggest other available programming alternatives and such elevators in the low
rise bank may be programmed in a different manner acceptable to Owner and
Tenant, each in their sole and absolute discretion, provided, however that if
such

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programming shall result in the elevators in the low rise bank not performing to
the specifications outlined in Schedule 2 of Addendum A, Owner shall not be
responsible therefor.

                           D.       Tenant, at Tenant's expense, subject to
Section 3.10F, shall be entitled to the use of the Building's hoists during the
construction of Tenant's Initial Installation prior to the removal of hoists as
provided in Addendum A, provided that any such use shall be non exclusive with
that of Owner's and any other tenants' in the Building. It is expressly agreed
and understood that in no event shall Tenant have priority over Owner in the use
thereof but Tenant shall have priority over other tenants in the Building with
respect to such use. Tenant shall be required to give Owner reasonable advance
notice of any requests for the use of the hoists as hereinabove provided. Owner
shall cause the hoists to be removed from the Building at such time as directed
by Tenant which shall be no earlier than such time as Owner shall have obtained
a temporary certificate of occupancy with respect to the Building but in no
event later than the date sixty (60) days thereafter (it being expressly
understood that if Tenant never directs Owner to remove the hoists, Owner may do
so at the end of such sixty (60) day period).

                  Section 29.02. Heat, Air Conditioning and Ventilation: Owner,
at Owner's expense (subject to the provisions of this Section and Section
29.04), shall furnish and distribute to the Demised Premises through the
Building heating, ventilating and air conditioning (referred to as "HVAC")
systems, when required for the comfortable occupancy of the Demised Premises,
heated, cooled and outside air, at the temperatures, pressures and degrees of
humidity and in the volumes and velocities set forth in the design
specifications contained in the Basic Building Plans and Schedule 2 of Addendum
A on a year-round basis from 7:00 A.M. to 7:00 P.M. on business days and 7:00
A.M. to 1:00 P.M. on Saturdays. Tenant understands, however, that the equipment
used to manufacture heated and cooled air will be located outside the Demised
Premises but the air handling units which will be employed in distributing air
in the Demised Premises will be connected to Tenant's electric meter(s) and
Tenant shall be responsible for payment of all electricity consumed by such air
handling units. Notwithstanding the foregoing provisions of this Section, Owner
shall not be responsible if the normal operation of the HVAC systems shall fail
to provide conditioned air at temperatures, pressures or degrees of humidity in
accordance with the design specifications set forth in the Basic Building Plans
and Schedule 2 of Addendum A or in the required volumes or velocities set forth
in said design specifications in any portions of the Demised Premises (a) which,
by reason of any machinery or equipment installed by or on behalf of Tenant or
any person claiming through or under Tenant, shall have an electrical load in
excess of the applicable permitted load referred to in said design
specifications, or which shall have a human occupancy factor in excess of the
applicable permitted occupancy factor referred to in said design specifications,
or (b) because of any rearrangement of partitioning or other Alterations made or
performed by or on behalf of Tenant or any person claiming through or under
Tenant. Whenever said HVAC systems are in operation, Tenant agrees that Owner
shall not be responsible if Tenant's failure to cause the venetian blinds in the
Demised Premises to be kept closed if necessary because of the position of the
sun shall adversely affect the operation of the HVAC systems. None of the events
for which Owner shall not be responsible as hereinabove in this Section provided
shall constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or

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diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner or its agents, by reason of
inconvenience or annoyance to Tenant or injury to, or interruption of, Tenant's
business or otherwise. Subject to the foregoing provisions, Tenant shall
cooperate fully with Owner at all times and abide by all reasonable regulations
and requirements which Owner may reasonably prescribe for the proper functioning
and protection of the Building HVAC systems. The HVAC System shall be designed
to permit purging. The purging of each floor will be accomplished by supplying
100% outside air to the selected floor and exhausting 100% of the air from the
selected floor through the smoke exhaust system. The floor purging will be
automatic and on a one-floor-at-a-time basis. The schedule of purging and the
length of time of the purging shall be agreed between Tenant and Owner, each
acting reasonably. The schedule and duration will vary seasonally as the
function of the dry bulb and wet bulb temperatures of the outside air. The
frequency of required purging and the length of time per floor required for
purging will be determined by operating experience.

                  Section 29.03. Cleaning. At least nine (9) months prior to the
Commencement Date, Tenant shall notify Owner whether Tenant elects to clean the
Demised Premises itself or have Owner clean the Demised Premises. If Tenant
elects to clean the Demised Premises itself, then the provisions of subsection I
of this Section shall apply and the provisions of subsection II shall be of no
force and effect. If Tenant elects to have Owner clean the Demised Premises,
then the provision of subsection II of this Section shall apply and the
provisions of subsection I shall be of no force and effect.

                                    I.       Owner shall have no obligation to
clean the Demised Premises or remove refuse therefrom. Tenant, at Tenant's
expense, shall cause the Demised Premises to be cleaned substantially in
accordance with the standards set forth in Schedule E attached hereto and made a
part hereof, and shall cause Tenant's refuse to be removed. Such cleaning shall
be performed by the cleaning contractor selected, from time to time, by Owner in
its sole discretion, provided that (i) such cleaning contractor shall be the
same cleaning contractor then selected by Owner to provide cleaning to the
remainder of the Building outside the Demised Premises, and (ii) Tenant shall
execute a cleaning contract with such contractor, which shall contain the same
provisions as those contained in Owner's cleaning contract with such cleaning
contractor to the extent related to the cleaning of tenant space in the building
(as said provisions shall be adjusted to reflect the size of the Demised
Premises and any extra cleaning services required by Tenant beyond those set
forth in Schedule E). Tenant shall cooperate with any waste and garbage
recycling program of the Building and shall comply with all reasonable rules and
regulations of Owner with respect thereto.

                                    II.      Provided Tenant shall keep the
Demised Premises in reasonable order, Owner, at Owner's expense, shall cause the
office areas of the Demised Premises to be cleaned substantially in accordance
with the standards set forth in Schedule E and shall cause Tenant's ordinary
office waste paper refuse to be removed. Tenant shall cooperate with any waste
and garbage recycling program of the Building and shall comply with all
reasonable rules and regulations of Owner with respect thereto. Tenant
acknowledges that Owner's obligation to cause the office areas of the Demised
Premises to be cleaned excludes any

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portion of the Demised Premises not used as office areas (e.g., storage, mail
and computer areas, private lavatories and areas used for the storage,
preparation, service or consumption of food or beverages). Unless Owner shall
request that Tenant make its own arrangements directly with the contractor
providing cleaning services to the Demised Premises, Tenant shall pay Owner at
Owner's actual out-of-pocket cost, for the removal of any of Tenant's refuse or
rubbish, other than ordinary office waste paper refuse, from the Building.

                           B.       Tenant acknowledges and is aware that the
cleaning services which may be furnished by Owner pursuant to Subsection II of
this Section may be furnished by a contractor or contractors employed by Owner
and agrees that Owner shall not be deemed in default of any of its obligations
under this Section 29.03 unless such default shall continue for an unreasonable
period of time after notice from Tenant to Owner setting forth the specific
nature of such default.

                           C.       Tenant, at Tenant's expense, shall cause all
portions of the Demised Premises used for the storage, preparation, service or
consumption of food or beverages to be cleaned daily in a manner satisfactory to
Owner, and to be exterminated against infestation by vermin, roaches or rodents
regularly and, in addition, whenever there shall be any evidence of any
infestation. Tenant shall contract independently with Owner (and pay to Owner
Owner's actual cost therefor) or Owner's cleaning services contractor for the
removal of such other refuse and rubbish and for cleaning services in addition
to those furnished by Owner and for the purpose of providing extermination
services required to be performed by Tenant.

                  Section 29.04. Electricity: A. Any portion of the Demised
Premises which, when initially leased by Tenant shall constitute less than a
full floor of the Building, other than any retail space, is referred to as a
"Partial Space". Tenant shall make arrangements to supply all electricity in the
Demised Premises, including, but not limited to, electricity to serve the air
handling unit and hot water heater (other than the air handling unit and hot
water heater serving any Partial Space) installed in the Demised Premises by
contracting directly with the corporation(s) and/or other entity(ies) selected
by Tenant to supply electrical service to the Demised Premises and shall pay
said corporation(s) and/or other entity(ies) for all electricity consumed in or
about the Demised Premises. In connection with the purchase of electric energy
by Tenant, Owner shall install for the initial Demised Premises leased as of the
Commencement Date other than for the twenty-eighth (28th), twenty-ninth (29th)
and thirtieth (30th) floors thereof (such portion of the initial Demised
Premises excluding the 28th, 29th and 30th floors, the "Master Block"), metering
facilities, including the type of meter furnished by the utility provider of
Tenant's choice, in the switchboards to permit coincidence demand metering and
energy metering of such portion of the initial Demised Premises leased as of the
Commencement Date. Owner shall install direct meters supplied by the utility
provider of Tenant's choice on the twenty-eighth (28th), twenty-ninth (29th) and
thirtieth (30th) floors of the Building which meters measure demand and
consumption of electrical energy. If Tenant, subsequent to the Commencement
Date, shall lease any additional space, Owner shall install a separate meter for
each such additional space which meter measures both demand and consumption of
electric energy; if Owner shall recapture any Eliminated Space, (i) if such

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Eliminated Space is within the Master Block, or shall constitute space for which
electricity is not measured on a discrete meter, Owner shall install a submeter
serving such Eliminated Space so that all electricity consumed therein, which
shall not be permitted to exceed the amount of power reserved for and
distributed to such Eliminated Space, shall be charged by Tenant to Owner during
the period in which such Eliminated Space shall be recaptured, which amount
shall be (a) billed monthly at Tenant's actual cost based on a reading of such
submeters, and (b) paid to Tenant by Owner within thirty (30) days after receipt
of a bill therefor, and (ii) if such Eliminated Space is not within the Master
Block and electricity therein is measured on a discrete meter, then, Tenant
shall disconnect the service to such Eliminated Space, Owner shall obtain its
own electrical service during its recapture of such Eliminated Space and Owner
shall cause such service to be disconnected when Owner surrenders such
Eliminated Space back to Tenant, after which Tenant will again be responsible
for obtaining electrical service therefor. Notwithstanding the foregoing
provisions of this Subsection A, Tenant acknowledges that the air handling unit
and hot water heater serving any Partial Space shall not be connected to
Tenant's meters but, instead, shall be connected to either (i) separate meters
measuring only the electrical energy consumed by such systems on the floor on
which such space is located or (ii) another meter serving any floor on which any
Partial Space is located which meters shall serve the public portions of such
floor. Accordingly, Tenant agrees that during the Demised Term, or any earlier
period during which Tenant is required to pay Fixed Rent with respect to any
Partial Space, Tenant shall pay to Owner, within thirty (30) days after demand,
from time to time, that proportion of all amounts shown on said respective
separate meters (or single meter, as the case may be), which the rentable square
foot area of the Partial Space bears to the total rentable square foot area of
the floor upon which the Partial Space is located. If because of the amount, or
hours of usage of, electricity in the Partial Space in question, the proportion
of the amounts shown on such respective meters (or single meter, as the case may
be) for which Tenant is responsible is not an equitable apportionment of the
amount on such meters (or single meter, as the case may be) for which Tenant
should be responsible, then, at either party's request the parties shall agree
upon a different amount and if the parties are unable to agree, such amount
shall be determined by arbitration in accordance with the provisions of Article
36. Owner shall provide direct meter service for all electricity consumed by
Tenant within any Partial Space (other than any electricity related to the air
handling unit and hot water heater serving such Partial Space). If prior to the
installation of the electrical meters in the various portions of the Demised
Premises or such time as such meters become operational, Tenant shall enter any
such portions of the Demised Premises to perform Tenant's Initial Installation,
Owner shall furnish electricity to such portions of the Demised Premises until
such meters are installed and operational.

                           B.       If either the quantity or character of
electrical service is changed by (i) the corporation(s) and/or other entity(ies)
selected by Owner to supply electrical service to the Building or (ii) the
utility provider of Tenant's choice who provides electricity to the Demised
Premises 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 or rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Owner, or its agents, by reason

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of inconvenience or annoyance to Tenant, or injury to or interruption of
Tenant's business or otherwise, other than such liability as may be imposed upon
Owner by reason of the negligence of Owner or breach by Owner of any express
covenant of this Lease on Owner's part to be observed or performed.

                           C.       Owner represents that the electrical feeder
or riser capacity serving the Demised Premises on the Commencement Date or any
Revised Completion Date shall provide for the applicable electrical load set
forth in the Building Plans and Specifications, and in Addendum A, including
Schedule 2 thereof, other than during any period when such capacity may be
restricted by any Legal Requirements in which event the reference to such
capacity shall, during such period, be decreased to the maximum capacity
permitted by such Legal Requirements. Any additional feeders or risers to supply
Tenant's additional electrical requirements, and all other equipment proper and
necessary in connection with such feeders or risers, shall be installed by Owner
upon Tenant's request, at the sole cost and expense of Tenant, provided that,
the same are necessary and are permissible under applicable laws and insurance
regulations and the installation of such feeders or risers will not cause
permanent damage or injury to the Building or the Demised Premises or cause or
create a dangerous or hazardous condition or entail excessive or unreasonable
alterations or repairs to, interfere with, or disturb, other tenants or
occupants of the Building. 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.

                           D.       Notwithstanding anything to the contrary set
forth in this Lease, any sums payable or granted in any way by the
corporation(s) and/or other entity(ies) selected by Owner to provide electricity
to the Building resulting from the installation in the Demised Premises of
energy efficient lamping, special supplemental heating, ventilation and air
conditioning systems or any other Alterations, which sums are paid or given by
way of rebate, direct payment, credit or otherwise, shall be and remain the
property of Owner, and Tenant shall not be entitled to any portion thereof,
unless such lamping, supplemental heating, ventilation and air conditioning
systems or other Alterations were installed by Tenant, solely at Tenant's
expense, without any contribution, credit or allowance by Owner, other than by
application of Owner's Work Contribution, in accordance with all of the
provisions of this Lease. Nothing contained in the foregoing sentence, however,
shall be deemed to obligate Owner to supply or install in the Demised Premises
any such lamping, supplemental heating, ventilation and air conditioning systems
or other Alterations.

                  Section 29.05. Water: If Tenant requires, uses or consumes
water for any purpose in addition to ordinary lavatory, pantry and drinking
purposes, Owner may install a hot water meter and a cold water meter and thereby
measure Tenant's consumption of water for all such other purposes. Owner shall
pay the cost of any such meters and their installation, and Tenant shall keep
any such meters and any such installation equipment in good working order and
repair, at Tenant's cost and expense. Tenant agrees to pay for water consumed as
shown on said meters, and sewer charges, taxes and any other governmental
charges thereon, as and when bills are rendered. Tenant understands that, except
with respect to Partial Space, the hot

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water heater will be connected to Tenant's electric meter and that Tenant shall
be responsible for payment of all electricity consumed by such equipment. For
the purposes of determining the amount of any sums required to be paid by Tenant
under this Section, all hot and cold water consumed during any period when said
meters are not in good working order shall be deemed to have been consumed at
the rate of consumption of such water during the most comparable period when
such meters were in good working order.

                  Section 29.06. Overtime Periods: The Fixed Rent does not
reflect or include any charge to Tenant for the furnishing or distributing of
any freight elevator or HVAC services to the Demised Premises during periods
(referred to as "Overtime Periods") other than the hours and days set forth
above in this Article for the furnishing and distributing of such services.
Accordingly, if Owner shall furnish any such freight elevator or HVAC services
to the Demised Premises at the request of Tenant during Overtime Periods, Tenant
shall pay Owner for such services the actual out of pocket incremental costs to
Owner of providing such services (which costs shall exclude any depreciation of
the equipment used in providing the services) during Overtime Periods, but if
any other tenants in the same HVAC zone, if any, as Tenant shall request
overtime HVAC services at the same time as Tenant, then the overtime charges
shall be allocated pro rata among the tenants so requesting such services at the
same time. Notwithstanding anything to the contrary set forth in the foregoing
provisions of this Section in no event shall the rates for overtime freight
elevator or HVAC charges exceed the charges therefor imposed upon other Tenant's
therefor at the same time as such overtime services are furnished to such other
tenants. Owner shall not be required to furnish any such service during Overtime
Periods unless, with respect to freight elevator service, Owner has received at
least twenty-four (24) hours advance notice from Tenant requesting such service,
and with respect to those HVAC services which are dependent upon the use of the
floor by floor local fan room air handling units, Owner has received advance
notice from Tenant requesting such services by no later than 3:00 p.m. of the
day for which such services are requested, if such day is a business day, or
3:00 p.m. of the last business day preceding the day for which such services are
requested, if such day is a Saturday, Sunday or holiday. Owner agrees that,
subject to the foregoing provisions of this Section and the provisions of
Article 26 and Section 29.07, such services shall be available on a twenty-four
(24) hour per day basis. Tenant shall not be charged for any overtime use of the
freight elevator with respect to Tenant's initial move into the Demised
Premises.

                  Section 29.07. Owner's Right to Stop Service: Owner reserves
the right to stop the service of the HVAC, elevator, plumbing, electrical or
other mechanical systems or facilities in the Building when necessary by reason
of accident or emergency, or for repairs, alterations, replacements or
improvements, which, in the reasonable judgment of Owner are desirable or
necessary, until said repairs, alterations, replacements or improvements shall
have been completed. Except in cases of emergency, Owner (i) agrees to give
Tenant reasonable advance notice of any such stoppage and (ii) shall not cause
"such stoppage to the Demised Premises to continue for a period in excess of
twelve (12) consecutive hours, and (iii) shall coordinate any such stoppage with
Tenant in an attempt to minimize any interference with Tenant's normal business
operations and (iv) such stoppage shall be scheduled only on those

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weekends upon which Owner and Tenant shall reasonably agree. Notwithstanding
anything to the contrary set forth herein, the exercise of such right by Owner
shall not constitute an actual or constructive eviction, in whole or in part, or
subject to the provisions of Section 13.09, 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 Owner or its agents by reason of
inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise. Owner shall employ reasonable diligence in attempting to
restore the operation of any such system or facilities without any obligation,
however, to employ labor at overtime or other premium pay rates, except that in
cases where there is, or is reasonably likely to be, a material interference
with the conduct of Tenant's normal business operations or the health or safety
of the occupants of the Demised Premises is, or is reasonably likely to be,
adversely affected, Owner shall employ contractors or labor at overtime or other
premium pay rates to make repairs to be made by Owner pursuant to the provisions
of Section 5.02. Not more frequently than once in any twelve (12) month period,
Tenant may request that Owner shut down the HVAC, elevator, and electrical
systems serving the Building to enable Tenant to test Tenant's emergency
generators and their connections to the Building systems with full Building
load. Upon such request, Owner shall cooperate with Tenant in scheduling such
shut down, and at a time mutually agreed upon between Owner and Tenant, Owner
shall shut down the aforementioned systems for a period of time, which at
Owner's option, Owner may limit to two (2) hours, unless, based on actual
experience in testing such equipment, it is determined that a longer period of
testing time is required, to verify the integrated operational functionality of
all the system components. Owner shall permit Tenant (i) on a monthly basis, to
test Tenant's emergency generators "without a load", and (ii) on a quarterly
basis to perform a "full load test" of Tenant's emergency generators, which
testing shall involve not more than a partial or intermittent shut down of the
HVAC, elevator and/or electrical systems serving the Building on a selective and
rotational basis.

                  Section 29.08. The Building's refrigeration plant shall have
the capacity to provide chilled water to serve supplemental air conditioning
systems installed by the tenants or occupants of the Building, twenty-four (24)
hours per day (subject to the provisions of Article 26 and Section 29.07). Owner
agrees to reserve until the Commencement Date capacity in the Building's chilled
water system with respect to the Demised Term for up to 700 tons of supplemental
air conditioning for Tenant. Tenant shall give notice to Owner, on or prior to
the Commencement Date, of the capacity which Tenant requires up to such limit of
700 tons. During the Demised Term Owner shall so supply twenty-four (24) hours a
day seven (7) days a week chilled water to Tenant's supplemental air
conditioning systems and all supply systems installed by Tenant that operate to
cool all of the technology related equipment, including the local floor unit to
serve the trading floor so installed in the Demised Premises and connected to
the Building's refrigeration plant up to a total of 700 tons, subject to the
provisions of Article 26 and Section 29.07. Tenant shall pay to Owner an annual
fee for providing chilled water to service such supplemental air conditioning
systems equal to the actual cost to Owner taking into account in such
determination, only the actual cost of (a) providing electricity for operating
the (i) chillers, (ii) CHW pump(s) for chilled water, (iii) CW pump(s) for
condenser water, (iv) cooling tower fan motor(s) and (v) domestic cold water
make-up for cooling towers, (b)

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acquiring chemicals for chemical treatment, and (c) providing steam for
humidification of Tenant's technology floor, and specifically excluding
depreciation.

                  Section 29.09. A. Owner agrees to manage the Building in
accordance with specifications required of a class A headquarters building in
midtown Manhattan, provided that such specifications shall be subject to
Tenant's reasonable approval. Owner shall provide security to the Building in
accordance with standards of security provided by comparable Class A
headquarters buildings in midtown Manhattan, and in connection therewith, there
shall not be any entrance open to the public from the retail space into the
lobby unless otherwise required by Legal Requirements. Such security measures
shall include the installation by Owner of a concierge desk in the lobby of the
Building and in addition to staffing the same with Owner's personnel, Owner
shall permit Tenant to staff the concierge desk with up to two (2) of its
employees and permit Tenant to connect security equipment to, and install
security equipment in, such concierge desk in a portion thereof reasonably
acceptable to Owner. In the event of any dispute as to whether the management or
security of the Building complies with the provisions of this Section, such
dispute shall be determined by arbitration in accordance with the provisions of
Article 36.

                           B.       Tenant shall be entitled to access to the
Demised Premises 24 hours per day 7 days per week and there shall be a Building
engineer in the Building 24 hours per day, 7 days per week, in each case subject
to the provisions of this Lease.

                           C.       Owner shall establish a messenger center on
the street level of the Building at a reasonable proximity to the loading dock
for messengers delivering and retrieving packages to and from the tenants in the
Building. At Tenant's election, Owner shall either (i) allocate one-half of the
area of such center (but in no event less than one-hundred ninety square feet)
for Tenant's exclusive use as a messenger center and allow Tenant to utilize its
own employees in connection with the operation of such portion of the messenger
center, provided that such employment shall not cause a conflict with the
reasonable operation of the remainder of messenger center by Owner or (ii)
deliver, to and retrieve from the Demised Premises all hand delivery packages,
in the manner in which Owner shall operate such messenger center. In the event
that Tenant shall elect to operate its own messenger center, as hereinabove
provided, Tenant shall not utilize that portion of the messenger center operated
by Owner for the remaining tenants of the Building.

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                  Section 29.11.    Intentionally Deleted

                  Section 29.13.    A. Owner shall make available to Tenant such
space in the Building shafts as may be required by Tenant to enable Tenant to
complete Tenant's Initial Installation, as such requirements are set forth in
Schedule 2 of Addendum A subject, however, to Owner's reasonable approval as to
the location. Owner shall also allow Tenant access to points of entry to such
shaft space. Tenant may utilize such shaft space for Tenant's telephone,
telecommunications and data transmission systems and for the installation of a
flue to exhaust Tenant's kitchen to be located on the twenty-eighth (28th)
twenty-ninth (29th) or thirtieth (30th) floors of the Building and for any other
purposes set forth in Schedule 2 of Addendum A. Owner shall provide Tenant with
additional shaft space in such location and amounts reasonably agreed upon
between Owner and Tenant for the installation by Tenant, at Tenant's expense, of
an additional flue serving the floors of the Demised Premises below the
twenty-eighth (28th) floor, to exhaust an additional kitchen. Tenant
acknowledges that Owner may require Tenant to install such additional flue at a
date which may occur earlier than the date upon which Tenant shall require such
additional flue because its installation may interfere with the occupancy of
portions of the Building outside of the Demised Premises by other tenants.

                                    B. Entry by Tenant for such access to the
shafts and performance of all such work therein shall be in accordance with all
of the provisions of this Lease (including, but not limited to, the provisions
of Articles 3 and 6, notwithstanding that all of said installations are not
contained within the Demised Premises) and any reasonable rules and regulations
adopted by Owner for such use, access and work, provided that such rules and
regulations shall be enforced in a non-discriminatory manner. All such
installations shall be supplied and installed at Tenant's expense in accordance
all of the provisions of this Lease. Owner shall have no responsibility for the
maintenance and repair of any such installations except for any damage caused by
the negligence or willful misconduct of Owner or any of Owner's agents,
employees or contractors. Upon the Expiration Date or sooner termination of the
Demised Term, or if required by any Legal Requirements, Tenant, at Tenant's sole
cost and expense, upon request of Owner shall remove from all conduits installed
in the shafts by or on behalf of Tenant, all telephone, telecommunications and
data transmission cabling and make all repairs to the Building occasioned
thereby. Subject to the provisions of Section 9.02, Tenant shall indemnify and
hold Owner and Owner's agents harmless of and from all loss, cost, liability,
damage and reasonable expense, including, but not limited to, reasonable counsel
fees and disbursements, arising from the installation, use, maintenance, and
removal (to the extent such removal is required hereby) of such installations,
except for any damage caused by the negligence or willful misconduct of Owner or
any of Owner's agents, employees or contractors.

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                                   ARTICLE 30

                             TABLE OF CONTENTS, ETC.

                  Section 30.01. Table of Contents/Captions: The Table of
Contents and the captions following the Articles and Sections of this Lease have
been inserted solely as a matter of convenience and in no way define or limit
the scope or intent of any provision of this Lease.

                                   ARTICLE 31

                     MISCELLANEOUS DEFINITIONS, SEVERABILITY
                          AND INTERPRETATION PROVISIONS

                  Section 31.01. The term "business days" as used in this Lease
shall exclude Saturdays, Sundays and holidays, the term "Saturdays" as used in
this Lease shall exclude holidays and the term "Holidays" as used in this Lease
shall mean all days observed as legal holidays by either the New York State
Government or the Federal Government.

                  Section 31.02. The terms "person" and "persons" as used in
this Lease shall be deemed to include natural persons, firms, corporations,
associations and any other private or public entities, whether any of the
foregoing are acting on their own behalf or in a representative capacity.

                  Section 31.03. The term "prime rate" shall mean the rate of
interest announced publicly by Chase Bank, or its successor, from time to time,
as Chase Bank's or such successor's base rate, or if there is no such base rate,
then the rate of interest charged by Chase Bank or its successor to its most
credit worthy customers on commercial loans having a ninety (90) day duration.

                  Section 31.04. If any term, covenant or condition of this
Lease or any application thereof shall be invalid or unenforceable, the
remainder of this Lease and any other application of such term, covenant or
condition shall not be affected thereby.

                  Section 31.05. This Lease shall be construed without regard to
any presumption or other rule requiring construction against the party causing
this Lease to be drafted.

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                  Section 31.06 All of the terms, covenants and conditions of
every exhibit, schedule and addendum attached to this Lease are incorporated in
this Lease by reference and shall be deemed a part of this Lease as though fully
set forth in the body of this Lease.

                                   ARTICLE 32

                               ADJACENT EXCAVATION

                  Section 32.01. If an excavation shall be made upon land
adjacent to the Real Property, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation license to
enter upon the Demised Premises for the purpose of doing such work as said
person shall deem necessary to preserve the walls and other portions of the
Building from injury or damage and to support the same by proper foundations and
no such entry 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 Owner or said person.

                                   ARTICLE 33

                                 BUILDING RULES

                  Section 33.01. Tenant shall observe faithfully, and comply
strictly with, and shall not permit the violation of, the Building Rules set
forth in Schedule F annexed to and made a part of this Lease and such additional
reasonable Building Rules as Owner may, from time to time, adopt. All of the
terms, covenants and conditions of Schedule F are incorporated in this Lease by
reference and shall be deemed part of this Lease as though fully set forth in
the body of this Lease. The term "Building Rules" as used in this Lease shall
include those set forth in Schedule F and those hereafter made or adopted as
provided in this Section. In case Tenant disputes the reasonableness of any
additional Building Rule hereafter adopted by Owner, the parties hereto agree to
submit the question of the reasonableness of such Building Rule to arbitration
in accordance with the provisions of Article 36. Tenant's right to dispute the
reasonableness of any additional Building Rule shall be deemed waived unless
asserted by service of a notice upon Owner within thirty (30) days after the
date upon which Owner shall give notice to Tenant of the adoption of any such
additional Building Rule. Owner shall have no duty or obligation to enforce any
Building Rule, or any term, covenant or condition of any other lease, against
any other tenant or occupant of the Building, and Owner's failure or refusal to
enforce any Building Rule or any term, covenant or condition of any other lease
against any other tenant or occupant of the Building shall not constitute an
actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of rent, or relieve Tenant from any of its obligations
under this Lease, or impose any liability upon Owner or its agents

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by reason of inconvenience or annoyance to Tenant, or injury to or interruption
of Tenant's business, or otherwise. Owner agrees, however, not to enforce the
Building Rules in a manner, or adopt new rules which are discriminating to
Tenant. The Building Rules shall not conflict with the provisions of this Lease.

                                   ARTICLE 34

                                     BROKER

                  Section 34 01. Each party represents and warrants to the other
party that are the sole brokers with whom such party has negotiated or otherwise
dealt with in connection with the Demised Premises or in bringing about this
Lease. Each party shall indemnify the other party from all loss, cost,
liability, damage and expenses, including, but not limited to, reasonable
counsel fees and disbursements, arising from any breach by the representing and
warranting party of its respective foregoing representation and warranty.

                                   ARTICLE 35

                               AFFIRMATIVE ACTION

                  Section 35 01. Tenant shall comply with the affirmative action
provisions of the Ground Lease applicable to space tenants in the Building.
Notwithstanding anything to the contrary set forth in Article 7, Owner may amend
the affirmative action provisions under the Ground Lease if the result of any
such amendment shall not impose greater obligations or greater restrictions upon
Tenant as a space tenant in the Building than those imposed upon Owner as tenant
under the Ground Lease.

                  Section 35 02. Owner shall consult with Tenant with respect
to, and allow Tenant to participate in, negotiations regarding any such
amendments to the affirmative action provisions of the Ground Lease and Owner
and Tenant shall use reasonable efforts to obtain such amendments acceptable to
both, without limiting the rights and obligations of the parties set forth in
Section 35.01.

                                   ARTICLE 36

                                ARBITRATION, ETC.

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                  Section 36 01. Any dispute (i) with respect to the
reasonability of any failure or refusal of Owner or Tenant to grant its consent
or approval to any request for such consent or approval with respect to which
request Owner or Tenant has agreed not unreasonably to withhold such consent or
approval, or (ii) with respect to any provisions of this Lease that specify that
a dispute is to be resolved in accordance with the provisions of Article 36
shall be finally determined by arbitration in the City of New York in accordance
with the rules and regulations then obtaining of the American Arbitration
Association or its successor. Any such determination shall be final and binding
upon the parties, whether or not a judgment shall be entered in any court. In
making their determination, the arbitrators shall not subtract from, add to, or
otherwise modify any of the provisions of this Lease. Owner and Tenant may, at
their own expense, be represented by counsel and employ expert witnesses in any
such arbitration. If the determination of any dispute by arbitration held
pursuant to the provisions of this Section and any provision of this Lease
whereby such dispute shall be determined by arbitration, shall be adverse to
Owner or Tenant, Owner or Tenant shall be deemed to have granted the requested
consent or approval in dispute and/or be bound by the results of any such
arbitration, but that shall be the prevailing party's sole remedy in such event
and the other party shall not be liable to the prevailing party for a breach of
the other party's covenant not unreasonably to withhold such consent or
approval, or otherwise. Each party shall pay its own counsel and expert witness
fees and expenses, if any, in connection with party arbitration held pursuant to
the provisions of this Section and the parties will share all other expenses and
fees of any such arbitration.

                                   ARTICLE 37

                                  PARTIES BOUND

                  Section 37 01. The terms, covenants and conditions contained
in this Lease shall bind and inure to the benefit of Owner and Tenant and,
except as otherwise provided in this Lease, their respective heirs,
distributees, executors, administrators, successors and assigns. However, the
obligations of Owner under this Lease shall no longer be binding upon Owner
named herein after the sale, assignment or transfer by Owner named herein (or
upon any subsequent Owner after the sale, assignment, or transfer by such
subsequent Owner) of its interest in the Building as owner or lessee, except
with respect to those obligations arising prior to any such sale, assignment or
transfer, and then only to the extent, if any, such grantee, assignee or other
transferee shall not assume such obligations, and in the event of any such sale,
assignment or transfer, such obligations shall thereafter be binding upon the
grantee, assignee or other transferee of such interest, and any such grantee,
assignee or transferee, by accepting such interest, shall be deemed to have
assumed such obligations. A lease of the entire Building shall be deemed a
transfer within the meaning of the foregoing sentence. Neither the partners or
members (direct or indirect) comprising Owner, nor the shareholders (nor any of
the partners or members comprising same), partners, members, directors or
officers of any of the foregoing (collectively, the "Owner's Parties") shall be
liable for the performance of Owner's obligations under this Lease. Tenant shall
look solely to Owner to enforce Owner's obligations hereunder

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and shall not seek any damages against any of the Owner's Parties.
Notwithstanding anything contained in this Lease to the contrary, except as
otherwise provided in Section 37.02, Tenant shall look solely to the estate and
interest of Owner, its successors and assigns, in the Real Property and Building
for the collection or satisfaction of any judgment recovered against Owner based
upon the breach by Owner of any of the terms, conditions or covenants of this
Lease on the part of Owner to be performed, and no other property or assets of
Owner or any of Owner's Parties, shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to either this Lease, the relationship of landlord and tenant hereunder,
or Tenant's use and occupancy of the Demised Premises.

                  Section 37 02. Notwithstanding the provisions of Section
37.01:

                                    A. In the event of fire or other casualty or
partial condemnation and in the further event of Owner's failure to restore in
accordance with its obligations under this Lease, Tenant also shall be entitled
to look to the estate and interest of Owner, its successors and assigns, in that
portion of the proceeds of the casualty insurance or partial condemnation
awards, as the case may be, paid to Owner and its successors and assigns and
equal to the reasonably estimated cost of restoration;

                                    B. In the event Tenant has made a written
claim against Owner based upon the breach of any of the terms, covenants or
conditions of this Lease on Owner's part to be observed or performed prior to
the placement of a future mortgage on the Real Property, and Tenant is unable to
satisfy a judgment obtained by Tenant based upon such claim from the remaining
estate and interest of Owner, its successors and assigns in the Real Property,
Tenant also shall be entitled to look to the estate and interest of Owner, its
successors and assigns in that portion of the proceeds of such future mortgage
on the Real Property not used to satisfy or otherwise dispose of any mortgage
affecting the Real Property immediately prior to the placement of such future
mortgage, for the collection of any such judgment; and

                                    C. In the event Tenant has made a written
claim against Owner based upon the breach of any of the terms, covenants or
conditions of this Lease on Owner's part to be observed or performed prior to a
sale of the Real Property, and Tenant is unable to satisfy a judgment obtained
by Tenant based upon such claim from the estate and interest of the subsequent
Owner of the Real Property after such sale of the Real Property, Tenant also
shall be entitled to look to the interest of the selling Owner in that portion
of the proceeds of such sale necessary to satisfy the part of such judgment not
recovered by Tenant against such subsequent Owner.

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                                   ARTICLE 51

                                    SECURITY

                  Section 51.01. Letter of Credit: A. Tenant has deposited with
Owner, or the then holder(s) of the Mortgage, as the case may be, at the time of
the execution and delivery of this Lease, an unconditional, irrevocable letter
of credit in the form attached hereto and made a part hereof as Exhibit 5,
issued by The Chase Manhattan Bank (said bank or any other bank selected by
Tenant which is rated at least AA- by Moodys, or an equivalent rating by
Standard & Poors or Fitch, and is a member of the New York Clearing House
Association and having assets of at least THREE BILLION ($3,000,000,000.00)
DOLLARS, as it shall be increased pursuant to the provision of Subsection D is
referred to as a "Bank"), in favor of Owner, in the sum of     DOLLARS in funds
available immediately or same day funds in the City of New York, as security for
the faithful observance and performance by Tenant of the terms, covenants and
conditions of this Lease on Tenant's part to be observed and performed. Such
letter of credit is for a term of not less than one (1) year which term shall be
automatically renewed for successive one (1) year terms, unless the Bank gives
not less than sixty (60) days prior written notice to Owner that it will not so
renew the letter of credit for such successive term and the last term of the
letter of credit shall end not less than sixty (60) days after the Expiration
Date. If such letter of credit is not automatically renewed as aforesaid, Tenant
agrees to cause the Bank to either (i) renew such letter of credit, from time to
time, during the Demised Term or (ii) replace it, in either case upon the same
terms and conditions and at least sixty (60) days prior to the expiration of
said letter of credit or any renewal or replacement. In the event of any
transfer of said letter of credit pursuant to Section 51.05, and notice off such
transfer to Tenant, Tenant, within twenty (20) days thereafter (with Owner
responsible for the customary transfer costs therefor), shall cause a new letter
of credit to be issued by said Bank in favor of the transferee, upon the same
terms and conditions, in replacement of the letter of credit so transferred and
Owner agrees that, simultaneously with the delivery of such new letter of
credit,

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it will return to said Bank the letter of credit being replaced. The letters of
credit deposited hereunder, and all renewals and replacements, are referred to,
collectively, as the "Letter of Credit". The parties acknowledge and agree that
(xx) there may be more than one (1) Letter of Credit and (yy) there may be more
than one (1) Bank at the same time to comply with the provisions of this
Article, provided that the utilization of more than one (1) Letter of Credit
and/or one (1) Bank shall otherwise be in accordance with, and comply with, all
of the provisions of this Article. To the extent Tenant delivers a discrete
Letter of Credit in an amount equal to     DOLLARS, the same shall be referred
to herein as the "Additional Rent Letter of Credit". Tenant shall have the right
from time to time to replace the Letter of Credit and the Additional Rent Letter
of Credit with a new Letter of Credit and, at Tenant's option, an Additional
Rent Letter of Credit issued by one or more Banks upon the same terms and
conditions. The Letter of Credit shall be held by Owner, or by the holder(s) of
the Mortgage, as the case may be, for the purposes set forth in this Article and
shall not be transferred except for transfer (a) to an agent of the Bank for
collection, or (b), pursuant to the provisions of Section 51.05. In the event
Tenant defaults beyond any applicable grace period hereunder in the performance
of its obligations to issue a replacement Letter of Credit, or in the observance
or performance of Tenant's agreement to cause the Bank to renew the Letter of
Credit, Owner or the holder(s) of the Mortgage, as the case may be, shall have
the right to require the Bank to make payment to Owner of the entire sum of
    DOLLARS or the undrawn portion thereof, as the case may be, represented by
the Letter of Credit, which sum shall be held by Owner as Cash Security (as said
term is hereinafter defined) in accordance with the provisions of this Article.
If payment of the entire sum of     DOLLARS or the undrawn portion thereof is
made to Owner by reason of Tenant's failure to renew or replace the Letter of
Credit in accordance with the foregoing provisions of this Article, Owner shall
have the right, at any time on behalf of Tenant, to replace said Cash Security
with a new Letter of Credit issued by the Bank or any other bank selected by
Owner, in Owner's sole discretion, and Tenant hereby irrevocably constitutes and
appoints Owner as Tenant's agent and attorney-in-fact to cause the Bank or any
such other bank selected by Owner to issue such a replacement Letter of Credit.
The Letter of Credit provides for partial drawings

                                    (B) Any additional rent, up to an aggregate
sum of     DOLLARS, resulting from any sums expended by Owner pursuant to the
provisions of this Lease to cure any defaults of Tenant under this Lease is
sometimes referred to individually and collectively as "Limited Additional
Rent". Any additional rent, in an unlimited amount, representing sums due to
Owner from Tenant by reason of design changes to Basic Building Plans, Final
Basic Building Plans, and Basic Construction for which Tenant has agreed to be
liable in accordance with the provisions of Addendum A and for which Tenant has
failed to pay in accordance with the provisions of Addendum A and this Lease are
sometimes referred to as "Construction Additional Rent". Any additional rent in
an unlimited amount representing (x) sums due to Owner from Tenant arising from
any expenses incurred by Owner in collecting any sums due from Tenant to Owner
under Article 18 of this Lease and (y) any damages due to Owner by operation of
the provisions of Section 18.01 are referred to as "Unlimited Additional Rent".
Any additional rent other than Limited Additional

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Rent, Construction Additional Rent and Unlimited Additional Rent is sometimes
referred to as "Discretionary Rent". In the event Tenant defaults in the payment
when due of an installment of Fixed Rent or any increases therein under Article
23, or in the payment when due of any Limited Additional Rent, Construction
Additional Rent, Unlimited Additional Rent or any Discretionary Rent, provided
that with respect to such Discretionary Rent, Owner shall have previously
obtained a judgment (which may be appealable) of a court of competent
jurisdiction that Owner is entitled to the same, and in any case such default
shall continue for a period of ten (10) days after notice by Owner to Tenant of
such default or if this Lease and the Demised Term shall expire and come to an
end as provided in Article 16 or by or under any summary proceeding or any other
action or proceeding, or if Owner shall re-enter the Demised Premises as
provided in Article 17, or by or under any summary proceeding or any other
action or proceeding, then Owner, in addition to all rights and remedies which
Owner may have under this Lease or at law, may from time to time, draw on the
Letter of Credit in one or more drawings for the amount of (v) any Fixed Rent
and any increases therein pursuant to Article 23, (w) Limited Additional Rent,
(x) Construction Additional Rent (y) Unlimited Additional Rent and (z)
Discretionary Rent except that, to the extent Tenant has delivered the
Additional Rent Letter of Credit, any drawings for Limited Additional Rent shall
be made only from the Additional Rent Letter of Credit. In the event of a
partial drawing, as provided in the immediately preceding sentence, Tenant
shall, within five (5) days after demand, cause the Bank to issue an amendment
to the Letter of Credit restoring the amount available thereunder to
DOLLARS. In amplification and not in limitation of the provision of this Lease,
a failure by Tenant to cause the Bank to issue an amendment to the Letter of
Credit restoring the amount available thereunder to    DOLLARS shall be deemed
a default by Tenant under the terms, covenants and conditions of this Lease. If
subsequent to any partial drawing of the Letter of Credit because of Tenant's
failure to pay any additional rent (including any Limited Additional Rent,
Construction Additional Rent, Unlimited Additional Rent and Discretionary Rent),
a final and nonappealable decision of a court of competent jurisdiction (or an
appealable decision which Owner chooses not to appeal) states that Owner was not
entitled to such additional rent, then Owner shall promptly repay such
additional rent to Tenant, unless Tenant has failed to replenish the Letter of
Credit by the amount of such additional rent, in which case Owner's obligation
shall be to replenish the Letter of Credit (with Tenant giving Owner the power
of attorney to do so), and in any case Owner shall pay to Tenant interest on
such additional rent at the prime rate from the date upon which Owner made the
partial drawing applicable thereto to the date of repayment or replenishment by
Owner thereof. Notwithstanding anything to the contrary set forth in this Lease,
including, but not limited to, the foregoing provisions of this Article, in
addition to all rights granted to Owner pursuant to the provisions of this
Lease, if this Lease and the Demised Term shall expire and come to an end as
provided in Article 16, or by or under any summary proceeding, or any other
action or proceeding, or if Owner shall re-enter the Demised Premises as
provided in Article 17, or by or under any summary proceeding or any other
action or proceeding, Owner, in addition to all rights and remedies which Owner
may have under this Lease or at law, shall have the right to require the Bank to
make payment to Owner of the entire sum of     DOLLARS or the undrawn portion
thereof, as the case may be,

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represented by the Letter of Credit, which sum shall be held by Owner as Cash
Security in accordance with the provisions of this Article

                                    C. Any sum held by Owner as cash security
("Cash Security") shall be held subject to the provisions of Section 7-103 of
the General Obligations Law or any similar statute successor thereto to the
extent applicable except that Owner shall not be entitled to any administrative
expenses set forth in said statute

                                    D. Such sum of THREE BILLION
($3,000,000,000.00) DOLLARS set forth in Section 51.01 shall be increased
annually by the percentage increase in the Consumer Price Index for the month in
which the first anniversary of the Commencement Date, and each subsequent
anniversary date thereof occurs over the Consumer Price Index for the month of
September, 1997.

                  Section 51.02. Application of Cash Security: In the event
Tenant defaults in the observance or performance of any term, covenant or
condition of this Lease on Tenant's part to be observed or performed, including,
but not limited to, the covenant for the payment of Fixed Rent and any increases
therein pursuant to Article 23, and the covenant to pay additional rent beyond
the applicable grace period(s) provided in Section 51.01(B) of this Lease for
curing such default, subject to the restrictions set forth in Section 51.01
relating to Owner's obligation to obtain a judgment with respect to
Discretionary Rent, Owner may use, apply or retain the whole or any part of any
Cash Security held by Owner under any of the provisions of Section 51.01, to the
same extent and in the same manner as Owner would have been permitted to draw
upon the whole or any portion of the Letter of Credit and apply the same if such
Cash Security were the Letter of Credit and Owner shall hold the remainder of
such Cash Security as security for the faithful performance and observance by
Tenant of the terms, covenants and conditions of this Lease on Tenant's part to
be observed and performed with the same rights as hereinabove set forth to use,
apply or retain all or any part of such remainder in the event of any further
default by Tenant under this Lease.

                  Section 51.03. Restoration of Cash Security: If Owner uses,
applies or retains the whole or any part of the Cash Security held by Owner
under any of the provisions of Section 51.01 or Section 51.02, Tenant, promptly
after notice thereof, shall deliver to Owner, in cash or by a cashier's check,
or Tenant's certified check, in either case drawn by or on a bank which is a
member of the New York Clearing House Association and payable to the order of
Owner, the sum necessary to restore the Cash Security to the sum of     DOLLARS.
In amplification and not in limitation of the provisions of this Lease, a
failure by Tenant to so replenish the Cash Security to     DOLLARS shall be
deemed a default by Tenant under the terms, covenants and conditions of this
Lease.

                  Section 51.04. Return of Security: A. The Letter of Credit
and/or any remaining portion of any Cash Security then held by Owner for the
performance of Tenant's

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obligations under this Lease as security shall, subject to Section 51.04B, be
returned to Tenant within five (5) days following the Expiration Date.

                                    B. Notwithstanding the foregoing provisions
of Subsection A of this Section, Owner may retain from such security any sums
("Retained Sums") reasonably determined by Owner to be necessary to cure any
default(s) by Tenant under this Lease which are in existence, or after the
passage of time would be in existence, on or after the Expiration Date. To the
extent that the Retained Sums are in excess of the sums actually required by
Owner, Owner shall promptly return to Tenant such excess.

                                    C. Notwithstanding anything to the contrary
set forth in this Article, including, but not limited to, the provisions of
Section 51.02 and this Section 51.04, Tenant has no interest in the Cash
Security except to the extent that the Cash Security may, from time to time,
exceed the total obligations then or which thereafter may become owing from
Tenant to Owner pursuant to the provisions of this Lease, including, but not
limited to, any obligations that may arise by reason of any default by Tenant in
the observance or performance of any of the terms, covenants, or conditions of
this Lease on Tenant's part to be observed or performed.

                  Section 51.05. Transfer of Letter of Credit: In the event (i)
of a sale or other transfer of the Land and/or Building, or Owner's interest in
this Lease, or (ii) the same is desirable for Owner to obtain financing, Owner
shall have the right to transfer the Letter of Credit (or cause Tenant to
reissue the Letter of Credit in the name of such applicable transferee
designated) and/or any remaining portion of any Cash Security then held by Owner
as security for the performance of Tenant's obligations under this Lease to any
applicable transferee (which may be the holder(s) of the Mortgage), in which
event all references to Owner as the holder of the Letter of Credit shall be
deemed to refer to such transferee, and such transferee shall have no greater
rights in the Letter of Credit than Owner, and in the event Owner shall transfer
the Letter of Credit in connection with a transfer described in clause (i) of
this sentence, Owner shall thereupon be released from all liability for the
return of such security, and Owner shall not be so released if the Letter of
Credit shall be transferred in accordance with clause (ii) of this sentence to
the holder(s) of the Mortgage; Tenant agrees to look solely to the transferee
for the return of any such security if the Letter of Credit is transferred
pursuant to clause (i) of the immediately preceding sentence, and Owner shall
not be so released if the Letter of Credit shall be transferred to the holders)
of the Mortgage in accordance with clause (ii) thereof. It is agreed that the
provisions of this Section 51.05 shall apply, inter alia, to every sale or
transfer of the Land and/or Building or Owner's interest in this Lease by Owner
named herein or its successors, and to every transfer or assignment made of any
such security. Any transferee shall be deemed to have agreed that any Letter of
Credit or Cash Security transferred to such transferee pursuant to this Section
shall be held in accordance with the provisions of this Article for the purposes
of this Article. A lease of the entire Building pursuant to which the lessee
shall be entitled to collect the rents hereunder shall be deemed a transfer
within the meaning of this Section.

                                      166
<PAGE>

                  Section 51.06. Deposit of Cash Security: Subject to Owner's
right to replace the Cash Security with a new Letter of Credit in accordance
with the provisions of Section 51.01, Owner agrees that, if not prohibited by
Legal Requirements or the then holder(s) of the Mortgage, Owner shall invest any
Cash Security in readily available marketable United States treasury bills or
notes or other commercial paper mutually agreeable to Owner, Tenant and the
holder(s) of the Mortgage. In the event of any dispute between Owner and Tenant
as to the type of investments suitable for the Cash Security, the Cash Security
shall be deposited in 30 day treasury bills subject in all events to the
approval of the holder(s) of the Mortgage provided, however that Tenant's right
to consultation on the form of investment shall not be deemed (by inference or
otherwise) to give Tenant greater rights to the deposit than expressly set forth
in this Lease

                  Section 51.07. No Assignment of Security by Tenant: Tenant
agrees that it will not assign, mortgage or encumber, or attempt to assign,
mortgage or encumber, the Letter of Credit or any Cash Security held by Owner
under this Lease, and that neither Owner nor its successors or assigns shall be
bound by any such assignment, mortgage, encumbrance, attempted assignment,
attempted mortgage or attempted encumbrance. Owner shall not be required to
exhaust its remedies against Tenant before having recourse to the Letter of
Credit, the Cash Security or any other security held by Owner. Recourse by Owner
to the Letter of Credit, the Cash Security or any other security held by Owner
shall not affect any remedies of Owner which are provided in this Lease or which
are available in law or equity

                  Section 51.08. Partial Return of Security: The term "Partial
Return Date" shall mean the 10 Year Surrender Date and each subsequent yearly
anniversary thereof occurring during the Demised Term. Owner has agreed that
Owner shall return to Tenant the sum of     DOLLARS of such security on each
Partial Return Date, provided on the applicable Partial Return Date, Tenant is
not then in default under any of the terms, covenants or conditions of this
Lease on Tenant's part to be observed beyond the applicable grace periods
provided in this Lease (if Tenant is so in default and thereafter cures such
default, Owner shall then return to Tenant the sum of money scheduled to have
been returned in the immediately preceding Partial Return Date). Accordingly, if
on the applicable Partial Return Date Tenant shall not so be in default, Tenant
may replace the Letter of Credit with a Letter of Credit in a sum reduced by the
applicable sum of     DOLLARS. In the event that at any time Tenant shall be
entitled to reduce such Letter of Credit as provided in the foregoing provisions
of this Article, the security shall be held as Cash Security, then, in lieu of
Tenant replacing any such Letter of Credit, Owner shall return sums to Tenant
equal to the amount by which the Letter of Credit would have been reduced if it
were in existence. The sum of     DOLLARS referred to in the previous Sections
of this

                                      167
<PAGE>

Article shall be deemed reduced as the provisions of this Section 51.08 shall
operate to so reduce the Letter of Credit and/or Cash Security, as the case may
be. Notwithstanding anything to the contrary contained in this Section 51.08, to
the extent required by a Mortgage given in connection with construction
financing or an initial permanent loan affecting the Real Property the schedule
of reductions in the Letter of Credit shall be subject to the reduction schedule
in such above-mentioned financing provided that such schedule shall not be more
restrictive to Tenant than the following schedule: On the 15th anniversary of
the later of (x) the Commencement Date or (y) the date upon which Tenant's
obligation for the payment of rent commences and on each succeeding anniversary
thereof the security shall be reduced by a sum equal to the aggregate of one (1)
year's Fixed Rent and increases therein pursuant to Article 23.

                  IN WITNESS WHEREOF, Owner and Tenant have respectively signed
and sealed this Lease as of the day and year first above written

                                    3 TIMES SQUARE ASSOCIATES LLC
                                         By:  Rudin Times Square Associates, LLC
                                         its managing member

Witness:

/s/ John Gilbert III                By: /s/ William Rudin
---------------------------             -----------------
John Gilbert III                    William Rudin
                                    Managing Member

                                    INSTINET CORPORATION
Witness:
Attest:

/s/ Charles Hood                    By: /s/ Daniel M. Rosenthal
---------------------------             ------------------------
Charles Hood                             Tenant
                                         Name: Daniel M. Rosenthal
                                         Title: Sr. Vice President and
                                                Chief Financial Officer

                                      168
<PAGE>

                         CORPORATE TENANT ACKNOWLEDGMENT

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

                  On this 13th day of February 1998, before me personally came
David M. Rosenthal, to me known, who being by me duly sworn, did depose and say
that he resides in (?), City of New York, State of New York, that he is the
Senior Vice President and Chief Financial Officer of the corporation described
in and which executed the foregoing Lease, as Tenant; and that he signed his
name thereto by authority of the Board of Directors of said corporation.

                                     /s/ MARIE A. SCHLINDRA
                                     -------------------------------------------
                                     Notary Public

                                                     MARIE A. SCHLINDRA
                                              Notary Public, State of New York
                                                        No. 5001937
                                                 Qualified in Nassau County
                                           Commission Expires September 21, 1998

                                      169
<PAGE>

                  FIRST AMENDMENT OF LEASE (this "Amendment") dated as of the
30th day of June, 1998, between 3 TIMES SQUARE ASSOCIATES, LLC, a Delaware
limited liability company having its principal office at 345 Park Avenue,
Borough of Manhattan, City, County and State of New York, as landlord (referred
to as "Owner"), and INSTINET CORPORATION, a Delaware corporation, having its
principal office at 875 Third Avenue, New York, New York, as tenant (referred to
as "Tenant").

                              W I T N E S S E T H:

         WHEREAS, Owner and Tenant entered into that Agreement of Lease (the
"Lease"), dated as of February 18, 1998 with respect to a portion of the 3rd
floor and entire 4th-17th floors and the 28th-30th floors of the building to be
known as 3 Times Square, New York, New York; and

         WHEREAS, Owner and Tenant desire to amend the Lease to exclude the
portion of the 3rd floor from the Demised Premises and as more particularly set
forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto covenant and agree as follows:

         1.       DEFINED TERMS. Capitalized term used but not defined herein
shall have the respective meanings ascribed to them in the Lease.

         2.       REMOVAL OF THIRD FLOOR SPACE. From and after the date hereof,
Article 48 of the Lease shall be deleted and the Demised Premises shall not
include the Third Floor Space. To reflect such exclusion of the Third Floor
Space, certain sections of the Lease shall be amended as follows:

                  (a) the word "and" shall be inserted immediately preceding the
term "Storage Space" in the sixth line of Section 1.01 and the phrase "and the
Third Floor Space (as defined in Article 48 hereof)" shall be deleted from the
sixth (6th) and seventh (7th) line thereof;

                  (b) the phrase "and the Third Floor Space" shall be deleted
each time it shall appear in Section 1.03A(ii) and the balance of the second
(2nd) sentence of Section 1.03A(ii) commencing with the phrase "and the Third
Floor Space" shall be deleted therefrom;

<PAGE>

                  (c) the phrase "and the Occupancy Unit comprising the Third
Floor Space shall only include the Third Floor Space and shall be placed in the
sequence where reasonably designated by Tenant," shall be deleted from Section
1.05A(3);

                  (d) the phrase "and with respect to the Third Floor Space
pursuant to Article 48" shall be deleted from Section 11.03A(1);

                  (e) clause (c) of Section 11.03A(4) of the Lease shall be
deleted and the following shall be inserted in lieu thereof:

                  "(c) with respect to any proposed subletting of the retail
                  space, and second floor space leased pursuant to Article 38,
                  in addition to the foregoing, if the proposed subtenant
                  thereof shall fail to meet the Retail Tenancy Criteria set
                  forth on Schedule D attached hereto and made a part hereof."

                  (f) the term "Third Floor Space and a" in the first sentence
of Section 11.05C shall be deleted and "the fourth (4th) floor of the Demised
Premises and another" shall be inserted in lieu thereof; and

                  (g) Section 15.01 shall be deleted and the following provision
shall be inserted in lieu thereof:

                           "SECTION 15.01. Tenant will not at any time use or
                  occupy, or permit the use or occupancy of, the Demised
                  Premises in violation of any Certificate(s) of Occupancy
                  covering the Demised Premises. Owner agrees that a temporary
                  or permanent Certificate(s) of Occupancy covering the Demised
                  Premises will be in force on the Commencement Date permitting
                  the Demised Premises, except for any ground floor retail
                  space, second floor space and basement space that may be added
                  to the Demised Premises, to be used as "offices," and if
                  Tenant so adds

                                        2

<PAGE>

                  such space, permitting any such ground floor retail space or
                  second floor space, to be used for retail use, and permitting
                  the fourth (4th) floor to be used for office and/or
                  broadcasting studio use and permitting the basement space to
                  be used for storage. However, neither such agreement, any
                  other provision of this Lease, nor any act or omission of
                  Owner, its agents or contractors, shall be deemed to
                  constitute a representation or warranty that the Demised
                  Premises, or any part thereof, may be lawfully used or
                  occupied for any particular purpose or in any particular
                  manner, in contradistinction to mere "office" use with respect
                  to all portions of the Demised Premises (other than such
                  ground floor retail space, second floor space, and the
                  basement space) and if Tenant adds such space, mere use for
                  retail use for such ground floor retail space, and second
                  floor space, and mere use for office use and/or use as a
                  broadcasting studio for the fourth (4th) floor, and mere use
                  for "storage" for such basement space."

                  (h) The first sentence of Section 23.04A(2) of the Lease shall
be deleted and the following shall be inserted in lieu thereof:

                  "If Owner is providing cleaning to the Demised Premises
                  pursuant to Section 29.03(II), Owner shall include on Owner's
                  Operating Expense Statement for each Deemed Rental Escalation
                  Year during which such cleaning is provided, a statement of
                  the cost of cleaning all of the office space in the Building
                  ("Office Cleaning Costs"), and Tenant, in addition to paying
                  Tenant's Proportionate Share of Operating Expenses shall also
                  pay to Owner in the same manner and at such times as Tenant
                  pays Tenant's Proportionate Share of Operating Expenses, an
                  amount equal to Tenant's Cleaning Share (as hereinafter
                  defined) of such Office Cleaning Costs."

                  (i) Schedule B of the Lease shall be deleted and the Schedule
B attached hereto and made a part hereof as Exhibit "A" shall be inserted in
lieu thereof.

         3.       CALCULATION OF RENTABLE AREAS. Section 1.06B of the Lease
shall be amended by deleting the provisions thereof and inserting the following
in lieu thereof:

                  "The rentable areas referred to in Subsection A of this
                  Section have been calculated in accordance with the following
                  agreed basis of measurement: rentable square feet shall mean
                  the amount determined by dividing the "usable area" by
                  seventy-nine (79%) percent."

                                        3

<PAGE>

         4.       ESAC PREPAYMENT. (a) Section 3.07B(ii) of the Lease shall be
amended by inserting the following provision at the end thereof:

                  "In the event that such Site 3 ESAC Reimbursements are prepaid
                  to Owner in whole or in part, then such monies shall be
                  segregated in an account administered by Owner and invested in
                  such Federal Government interest-bearing instruments as are
                  designated by Owner in Owner's sole judgment and such funds
                  shall be considered Site 3 ESAC Reimbursements. A portion of
                  such prepaid Site 3 ESAC Reimbursements shall be paid to or
                  applied for the benefit of Owner and Tenant in accordance with
                  this Section 3.07 and Section 23.06 hereof as and when the
                  same would have been received by Owner if such monies had not
                  been prepaid to Owner. The foregoing notwithstanding, (i) if
                  Owner shall be required by The Prudential Insurance Company of
                  America ("Prudential;" Prudential together with any
                  participant therewith or any assignee of less than
                  Prudential's entire interest in the Loan Documents [as
                  hereinafter defined] collectively "Lender") or any
                  successor-in-interest to Lender as a result of Lender's
                  assignment of its entire interest in the Loan Documents ("New
                  Lender"), then Owner shall remit such monies prepaid on
                  account of Site 3 ESAC Reimbursements to Lender or New Lender,
                  as the case may be, who shall hold the same in a segregated
                  account to be invested in accordance with the Loan Documents
                  and an appropriate portion thereof shall be applied for the
                  benefit of Owner and Tenant or disbursed to Owner and Tenant,
                  as the case may be, in accordance with this Section 3.07 and
                  Section 23.06 of the Lease, and (ii) Tenant acknowledges that
                  such Site 3 ESAC Reimbursements may be reduced pursuant to the
                  provisions of the Amended and Restated Limited Liability
                  Company Agreement of Owner, dated as of June 30, 1998."

                  (b) Section 23.06A of the Lease shall be amended by inserting
the following provision immediately prior to the penultimate sentence thereof:

                  "Any monies prepaid on account of Site 3 ESAC Reimbursements
                  shall be considered to be Site 3 ESAC Reimbursements, shall be
                  held as described in Section 3.07(B)(ii) hereof, and an
                  appropriate portion thereof shall be taken into account in the
                  calculation of "Deemed Rental under the Ground Lease" in the
                  manner described in the immediately preceding sentence as if
                  such Site 3 ESAC Reimbursements had not been so prepaid."

         5.       RELEASE OF TENANT. Article II of the Lease shall be amended by
inserting the following new subsection (D) at the end thereof.:

                           "SECTION 11.05 D. (1) Notwithstanding anything to the
                  contrary set forth in subsection A of this Section 11.05, if
                  Instinet Corporation, the Tenant

                                        4

<PAGE>

                  named herein, assigns its interest in this Lease, in
                  accordance with the provisions of said subsection A of this
                  Section 11.05 (except as set forth in Subsection (3) of this
                  Section 11.05D.), to any entity which on the effective date of
                  such assignment: (i) is also a subsidiary or affiliate of
                  Reuters, PLC (with the definition of "subsidiary" or
                  "affiliate" in this subsection (1) having the same meaning as
                  set forth in Section 11.05 A with the substitution of Reuters,
                  PLC for Instinet Corporation or Tenant in such definitions);
                  (ii) has a credit rating equal to BBB or if Instinet
                  Corporation has a credit rating, and the credit rating as of
                  the effective date of the assignment is greater than BBB, the
                  credit rating of Instinet Corporation as of the effective date
                  of such assignment, in each case by Moody's or an equivalent
                  rating by Standard and Poor's or Fitch; (iii) shall deliver to
                  either Owner or, at Owner's direction, Lender or New Lender, a
                  letter of credit meeting the requirements set forth in Article
                  51 or Article 52 of the Lease, whichever of such articles is
                  then in effect as provided in the Lease, then Instinet
                  Corporation, Tenant named herein, from and after the effective
                  date of such assignment shall be released of and from all
                  obligations and liabilities of the Tenant under this Lease
                  with respect to all periods from and after the effective date
                  of such assignment and Owner shall thereupon cause the Letter
                  of Credit held by either Owner or Lender or New Lender on the
                  date of delivery of the new Letter of Credit referred to in
                  subdivision (iii) of this subsection to be returned to
                  Instinet Corporation and the form of assignment delivered to
                  Owner pursuant to subsection A of this Section shall not
                  require the inclusion therein of the provisions of clause I(b)
                  thereof.

                           (2)      In the event of any dispute between Owner
and Instinet Corporation, the Tenant named herein, as to whether any such
assignment complies with this subsection D of this Section 11.05, thereby
entitling Instinet Corporation to the above mentioned release, such dispute
shall be determined by arbitration in the City of New York in accordance with
the provisions of Section 36.01. Any such determination shall be final and
binding upon the parties whether or not a judgment shall be entered in any
court. If the determination of any such arbitration shall be adverse to Owner,
Owner, nevertheless, shall not be liable to Tenant or any such assignee and
Tenant's and such assignee's sole remedy in such event shall be to have the
above mentioned release deemed effective and valid. If the determination of any
such arbitration shall be adverse to Tenant, Tenant and such assignee,
nevertheless, shall not be liable to Owner and Owner's sole remedy in such event
shall be to have the above mentioned release deemed ineffective and invalid.

                           (3)      Notwithstanding anything to the contrary set
forth in the Lease, including, but not limited to, the provisions of subsection
A and this subsection D of Section 11.05, Tenant shall not have the right to
assign Tenant's interest in this Lease during the pendency of any Securitization
(as such term is defined in the Loan Documents) of indebtedness secured by the
Mortgage."

                                        5

<PAGE>

         6.       NON-PAYMENT ACTION NOT LIMITED BY LACK OF EVENT OF DEFAULT
UNDER ARTICLE 16. Section 17.01 of the Lease shall be amended by inserting the
following language at the end thereof:

                  "Neither (a) the rights of Owner hereunder to bring a summary
                  proceeding or to exercise any other remedy provided by law if
                  Tenant shall default in the payment when due to any
                  installment of Fixed Rent or in the payment when due of any
                  increase in the Fixed Rent or any additional rent when such
                  default shall continue for a period of ten (10) days after
                  notice by Owner to Tenant of such default (a "Payment
                  Default") nor (b) the rights of (i) Owner under Article 51
                  during such period when such Article is in effect, and (ii)
                  Owner and/or Lender, as the case may be, under Article 52
                  during such period when such Article is in effect, to draw
                  upon the Letter of Credit or Instinet Lease Letter of Credit
                  (as each is hereinafter defined) shall be limited or abridged
                  by the fact that a Payment Default may not constitute an Event
                  of Default under Article 16 hereof that would enable Owner to
                  terminate the Lease in accordance with such Article 16."

         7.       TENANT'S LETTER OF CREDIT. (a) It is the intent of the parties
that the term "Letter of Credit" whenever appearing in this Amendment or the
Lease shall also be deemed to refer to the term "Instinet Lease Letter of Credit
(as defined in Article 52 of the Lease) and that the Letter of Credit (whether
provided pursuant to Article 51 or Article 52 of the Lease) shall be in the form
required by Article 52 of the Lease whether or not it is then held pursuant to
Article 51 or Article 52, except that during all periods in which it is held
pursuant to Article 51, the reference in Section 52.01 and the first sentence of
Section 52.05 to Lender shall be deemed to refer to Owner.

         (b) The parties further intend that the Instinet Lease Letter of Credit
(whether provided pursuant to Article 51 or Article 52 of the Lease) shall
remain outstanding until the Expiration Date unless the Lease with respect to
the entire Demised Premises shall be terminated in accordance with Article 9 of
the Lease by reason of a casualty, Article 10 of the Lease by reason of a
condemnation, or Section 11.03B(1) of the Lease by termination of the Lease in
connection with a full recapture of the entire Demised Premises by Owner
following a proposed

                                        6

<PAGE>

subletting of all or substantially all of the Demised Premises. To clarify such
intent of the parties.

                  (x) Section 9.01 and Section 9.05(D) of the Lease shall each
be amended, respectively, by inserting the following provision (i) at the end of
the penultimate sentence of Section 9.01, and (ii) at the end of Section
9.05(D):

                  "and the Letter of Credit shall be promptly returned to Tenant
                  in accordance with the provisions of Article 52 hereof during
                  the period in which such Article is in force and effect and
                  applicable, or in accordance with the provisions of Article 51
                  hereof during the period in which such Article is in force and
                  effect and applicable as if the date of expiration of such
                  twenty (20) days were the Expiration Date."; and

                  (y) Section 11.03B(1) shall be amended by inserting the
following provision at the end of the Section:

                  "and the Letter of Credit shall be promptly returned to Tenant
                  in accordance with the provisions of Article 52 hereof during
                  the period in which such Article is in force and effect and
                  applicable, or in accordance with the provisions of Article 51
                  hereof during the period in which such Article is in force and
                  effect and applicable as if the Earlier Termination Date were
                  the Expiration Date."

         8.       MODIFICATION OF ARTICLE 23. (a) Clause (n) of Section
23.01F(1) shall be amended by inserting in the provisions of clause (1), the
words "in excess of the amount of such reduction in the assessed valuation
obtained thereby" at the end thereof; and

         (b)      Article 23 of the Lease shall be amended by inserting the
following provision at the end thereof:

                  "Section 23.10. In the event that Owner shall incur any costs
or expenses (including reasonable attorney fees and disbursements) in connection
with procuring the Site 3 ESAC Reimbursements, Tenant shall pay to Owner fifty
percent (50%) of such costs and

                                        7

<PAGE>

expenses, within ten (10) days after demand therefor by Owner, which demand
shall be accompanied by bills, invoices, or other documentation reasonably
acceptable to Tenant that evidences such costs or expenses."

         9.       MONTHLY PAYMENT OF DEEMED RENTAL UNDER THE GROUND LEASE.
Section 23.06C of the Lease shall be deleted and the following new Section
23.06C provision shall be inserted in lieu thereof:

                  "C. Owner shall render to Tenant, in accordance with the
                  provisions of Article 27, an Owner's Ground Lease Statement
                  with respect to each Deemed Rental Escalation Year, either
                  prior to or during such Deemed Rental Escalation Year. Owner's
                  failure to render an Owner's Ground Lease Statement with
                  respect to any Deemed Rental Escalation Year shall not (i)
                  prejudice Owner's right to recover any sums due to Owner
                  hereunder with respect to such Deemed Rental Escalation Year
                  provided that such Owner's Ground Lease Statement shall be
                  rendered within three (3) years after the expiration of the
                  Deemed Rental Escalation Year to which it relates nor (ii)
                  deprive Tenant of any credit to which it otherwise might be
                  entitled. Within thirty (30) days next following rendition of
                  the first Owner's Ground Lease Statement that shows an
                  increase in the Fixed Rent pursuant to Section 23.06A for any
                  Deemed Rental Escalation Year. Tenant shall pay to Owner
                  one-half (1/2) of the amount of the increase shown upon such
                  Owner's Ground Lease Statement for such Deemed Rental
                  Escalation Year (in the event that the Commencement Date shall
                  occur during such Deemed Rental Escalation Year on a date
                  other than a July 1st, the sum payable by Tenant under the
                  foregoing provisions of this Subsection 23.06C shall be
                  apportioned so that Tenant shall pay the percentage thereof
                  that the number of days in the period from the Commencement
                  Date to the date upon which the next installment of the Deemed
                  Rental under the Ground Lease is required to be paid by Owner
                  bears to 180 days, thereby giving effect to the apportionment
                  provisions of Subsection B of Section 23.06). In order to
                  provide for current payments on account of (i) the next
                  installment of the Deemed Rental under the Ground Lease
                  payable by Owner for such Deemed Rental Escalation Year and
                  (ii) future increases in the Fixed Rent payable by Tenant
                  pursuant to the provisions of Subsection A of Section 23.06
                  for future Deemed Rental Escalation Years, Tenant shall
                  thereafter pay to Owner on the first day of each month of the
                  Demised Term (until rendition by Owner of a new Owner's Ground
                  Lease Statement) a sum equal to one twelfth (1/12th) of the
                  increase in the Fixed Rent payable pursuant to the provisions
                  of Subsection A of this Section 23.06 for the Deemed Rental
                  Escalation Year with respect to which Owner has most recently
                  rendered an Owner's Ground Lease Statement (before any
                  apportionment pursuant to the provisions of Subsection B of
                  this Section 23.06). Owner shall pay to Tenant any interest on
                  any sums deposited by Tenant pursuant to the provisions of
                  this Section 23.06C, to the

                                        8

<PAGE>

                  extent such interest is either (x) received by Owner directly
                  or (y) applied by the holder of the Mortgage towards the
                  indebtedness secured by the mortgage, which payments shall be
                  made by Owner to Tenant reasonably promptly after receipt as
                  provided in (x) above or application as provided in (y) above.
                  Nothing contained in the provisions of the foregoing sentence
                  shall obligate the then holder(s) of the Mortgage to obtain
                  any interest on any such sums so deposited by Tenant, whether
                  by placing them in an interest bearing account or otherwise.
                  Tenant further acknowledges that it is the purpose and intent
                  of this Subsection C of this Section 23.06 to provide Owner
                  with Tenant's Proportionate Share of the Deemed Rental under
                  the Ground Lease pursuant to the provisions of this Subsection
                  C thirty (30) days prior to the time such installment of the
                  Deemed Rental under the Ground Lease is required to be paid by
                  Owner without penalty or interest. Accordingly, Tenant agrees
                  if installments of Deemed Rental under the Ground Lease are
                  required to be paid more frequently than monthly and/or the
                  date of payment thereof under the Ground Lease shall change,
                  then at the time that any such installment(s) are payable by
                  Owner pursuant to such revised payment schedule, Tenant shall
                  pay to Owner the amount which shall provide Owner with
                  Tenant's Proportionate Share of the Deemed Rental under the
                  Ground Lease pursuant to the provisions of Subsection 23.06
                  applicable to the installment(s) of the Deemed Rental under
                  the Ground Lease then required to be paid by Owner."

         10.      ADDENDUM A.

                  (a) Pages 17 and 18 of the Mechanical, Electrical, Plumbing
and Fire Protection and Vertical Transportation Systems Description for Schedule
2 of Addendum A shall be deleted and the pages 17 and 18, as marked by hand and
attached hereto and made a part hereof as Exhibit "B" shall be inserted in lieu
thereof.

                  (b) Notwithstanding the terms and conditions of Addendum A,
Owner and Tenant hereby agree that at Tenant's request, Owner shall depress the
slabs on all of the floors comprising the 1999 Option Space and the 2000 Option
Space, provided, that to the extent Tenant does not exercise the option(s) to
lease such space in accordance with the provisions of Article 43 and Article 44
of the Lease, respectively, Owner shall subtract from the amount of the Owner's
Work Contribution to which Tenant is entitled, the actual cost incurred by Owner
to install a raised floor on any such floor. If the cost of installing such
floor(s) shall be in excess of the portion of Owner's Work Contribution to which
Tenant thereafter shall be entitled, Tenant shall promptly upon demand by Owner
pay such excess to Owner.

         11.      LETTER OF CREDIT. The following new Article 52 shall be
inserted in the Lease immediately subsequent to Article 51 thereof. For the
period in which all or any portion of the loans (the "Loans") made by Prudential
to Owner pursuant to those certain loan documents (the "Loan Documents") dated
as of the date hereof, remains outstanding, or following a foreclosure or deed
in lieu of foreclosure of the Loans, (a) Article 51 shall be deemed deleted and
said new Article 52 shall be deemed to apply in lieu thereof and (b) Lender
shall deemed a third party

                                        9

<PAGE>

beneficiary hereunder solely with respect to the terms, conditions and covenants
contained in Article 52. Subsequent to the period in which such financing
referred to in the immediately preceding sentence shall be outstanding, (which
financing shall not be considered outstanding upon a refinancing by Owner in
which the obligation to Lender is, at the request of Owner, assigned to a New
Lender), Article 52 shall be deemed deleted and Article 51 shall automatically
be deemed re-inserted and in force and effect without any further documentation
being required to reinsert such Article except that Tenant's obligation under
Section 52.10 to cause the Instinet Lease Letter of Credit (as hereinafter
defined) to be reissued in the name of the holder of the Mortgage in connection
with such refinancing or in the name of another transferee referred to in
Section 52.10 hereof, shall survive and failure to do so in accordance with
Section 52.10 hereof shall be a default by Tenant in the observance or
performance of the terms, covenants and conditions of this Lease on Tenant's
part to be observed and performed.

                                   "ARTICLE 52
                                    SECURITY

         SECTION 52.01. THE INSTINET LEASE LETTER OF CREDIT. Tenant shall
deposit on or before the closing of the Loans, the Instinet Lease Letter of
Credit (hereinafter defined) as security for the faithful observance and
performance by Tenant of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed. As Owner has directed Tenant, such
letter of credit shall be solely in the name of Prudential (as defined in
Section 3.07B), as direct beneficiary, and be comprised of not more than 3
irrevocable, unconditional, direct pay letters of credit totaling . (such
letters of credit satisfying the requirements in this Article 52, together with
all renewals, replacements or substitutions thereof, including, without
limitation, any "Successor Letter of Credit" (as hereinafter defined),
collectively, the "Instinet Lease Letter of Credit"), each in form and substance
reasonably satisfactory to Lender (x) issued by financial institutions meeting
the requirements of Section 52.05, (y) having a term of not less than 1 year,
which term shall be automatically renewed for successive 1 year terms unless the
issuer gives not less than 60 days' prior written notice to Lender that it will
not renew the letter of credit for such successive term, and (z) having a final
expiration date of its last term of not earlier than 60 days after the fixed
Expiration Date (the "Final Expiry Date"); provided that, as to any letter of
credit not automatically renewed, Tenant shall cause such letter of credit to be
replaced at least 60 days prior to its expiry date by a Successor Letter of
Credit issued by a financial institution that satisfies the "Rating Requirement"
(as hereinafter defined) and is otherwise reasonably satisfactory to Lender and
that contains the same terms and conditions as the letter of credit so replaced
(each a "Successor Letter of Credit"). The term "Rating Requirement" shall mean
a rating of A or better by Moody's or an equivalent rating by Standard & Poor's
or Fitch. The Instinet Lease Letter of Credit must provide for partial drawings.

         SECTION 52.02. DRAW DOWN OF INSTINET LEASE LETTER OF CREDIT/RESTORATION
OBLIGATIONS. A. The Instinet Lease Letter of Credit may be drawn upon by Owner
or Lender in entirety upon (w) the failure of any issuing bank to renew the
letter of credit issued by it at least 60 days prior to its expiry date (other
than the Final Expiry Date), or the failure

                                       10

<PAGE>

of Tenant to replace such an expiring letter of credit with a substitute letter
of credit issued by a financial institution that meets the Rating Requirement
and otherwise is reasonably satisfactory to Lender on the same terms and
conditions as the letter of credit replaced by it at least 60 days prior to the
expiry date (other than the Final Expiry Date); (x) the failure of Tenant to
obtain a substitute letter of credit within 60 days after notice that the rating
of the issuer of such letter of credit has declined to less than the Rating
Requirement; (y) the failure of Tenant to obtain a Successor Letter of Credit at
least 60 days prior to the expiry date of the prior letter of credit; and/or (z)
the failure of Tenant to restore the total amount of the Instinet Lease Letter
of Credit to $120 million following any partial drawing thereon within 10 days
of notice by Owner or Lender of any such partial drawing as described below.
Without limiting the foregoing, the Instinet Lease Letter of Credit may also be
drawn upon from time to time by Lender or Owner in one or more drawings (or
apply the any Cash Security referred to in Section 52.03 applied from time to
time), irrespective of whether any of the same constitutes an Event of Default
or conditional limitation under this Lease, if (i) this Lease expires or
terminates for any reason (other than on its fixed Expiration Date or
termination pursuant to any of Sections 9.01, 9.05, 10.01 or 11.03B(i) of this
Lease), or if Owner or any person or entity acting by or on behalf of Owner or
Lender (including any receiver) shall re-enter the Demised Premises pursuant to
the terms of this Lease, the Loan Documents, or applicable law, or (ii) Tenant
defaults in the payment of (a) Fixed Rent or increases therein (including any
payment of Tenant's Proportionate Share of Operating Expenses, Tenant's
Proportionate Share of Deemed Rental under the Ground Lease, Taxes, other
payments required by the Ground Lease and/or any Capital Sum escrow deposit),
(b) any "Construction Additional Rent" (as hereinafter defined), (c) any costs,
expenses and other sums incurred by Lender or Owner in collection upon any
security under this Lease (including the Instinet Lease Letter of Credit) or the
enforcement of the rights of Lender or Owner with respect to this Lease and/or
the Instinet Lease Letter of Credit (or other Cash Security), (d) any other
damages or sums due from Tenant by operation of Article 18 and "Unlimited
Additional Rent" (as hereinafter defined), (e) any other item of additional
rent, up to an aggregate sum of      (the "Limited Additional Rent") and (f) any
other item of additional rent due under this Lease not referred to in Clauses
(b) through (e) (the "Discretionary Rent"); (the items referred to in Clauses
(a) through (f), collectively, the "Rent Obligations"), and such default
continues for a period of 10 days after notice to Tenant of such default from
Owner, Lender or any of their respective agents; provided that the amount of any
drawing (or the amount of any hereinafter defined "Cash Security" so applied)
under such circumstances shall be equal to such Rent Obligations then due (or if
this Lease has theretofore been terminated, as would be due if this Lease were
still in effect); and provided further, that with respect to draws for items
deemed a part of Discretionary Rent, there shall be a judgment (which may be
applicable) by a court of competent jurisdiction to the effect that Tenant (or
any person or entity acting by or through Tenant) is liable for the payment of,
or cure of, such Discretionary Rent items.

         B.       The term "Construction Additional Rent" shall mean any
additional rent, in an unlimited amount, representing sums due to Owner or its
successor (including Lender by operation of the Loan Documents) from Tenant by
reason of design changes to Basic Building Plans, Final Basic Building Plans and
Basic Construction for which Tenant has agreed to be

                                       11

<PAGE>

liable in accordance with the provisions of Addendum A and for which Tenant has
failed to pay in accordance with the provisions of Addendum A. The term
"Unlimited Additional Rent" shall mean any additional rent in an unlimited
amount representing (x) sums due to Owner or its successor (including Lender by
operation of the Loan Documents) from Tenant arising from any expenses incurred
by Owner or its successor (including Lender by operation of the Loan Documents)
in collecting any sums due from Tenant to Owner or its successor (including
Lender by operation of the Loan Documents) under Article 18 of this Lease and
(y) any damages due to Owner by operation of the provisions of Section 18.01.

         SECTION 52.03. CASH SECURITY. A. The term "Cash Security" shall mean
any cash sums from a draw down of the Instinet Lease Letter of Credit. Such Cash
Security shall be held and applied by Lender as herein provided. If Lender or
Owner shall be holding such Cash Security, Lender or Owner may use, apply or
retain the whole or any part of such Cash Security to the same extent and in the
same manner as Lender or Owner would have been permitted to draw upon the whole
or any portion of the Instinet Lease Letter of Credit.

         B. If payment of the entire sum of the Instinet Lease Letter of Credit
or undrawn portion thereof is made to Lender or Owner by reasons of Tenant's
failure to renew or replace the Instinet Lease Letter of Credit in accordance
with the foregoing provisions of clauses (w), (x), (y) or (z) of Section
52.02(A). Lender shall have the right, at any time on behalf of Tenant, to
replace the Cash Security with a new Letter of Credit issued by any other bank
approved by Lender, and Tenant hereby irrevocably constitutes and appoints
Lender as Tenant's agent and attorney-in-fact coupled with an interest with full
power of substitution to cause any such other bank selected by either Lender or
Owner to issue such a replacement Letter of Credit.

         C. If Owner or Lender shall apply all or any portion of Cash Security
under any provisions of this Article, Tenant shall within five (5) days after
demand therefor, deliver to either Owner or Lender, as specified in such notice,
in immediately available federal funds drawn upon a bank that is a member of the
New York Clearing House Association, the sum necessary to restore the Cash
Security to    . In amplification and not in limitation of the provisions of
this Lease, a failure by Tenant to (x) so replenish such Cash Security to    or
cause the issuance of an amendment to the Instinet Lease Letter of Credit
to     , or (y) make timely renewal or replacement of the Instinet Lease Letter
of Credit prior to such time as Owner or Lender may draw upon the same as
provided in Section 52.02(A)(w), (x), (y) or (z) or (z) cause a new letter of
credit to be issued in accordance with Section 52.10 shall, in each case, be
deemed a default by Tenant under the terms, covenants and conditions of this
Lease. Such default set forth in clause (y) of the immediately preceding
sentence shall be deemed cured upon the drawing of the entire     Instinet Lease
Letter of Credit.

         SECTION 52.04. OWNER'S REPLENISHMENT OBLIGATIONS. If subsequent to any
partial drawing of the Instinet Lease Letter of Credit because of Tenant's
failure to pay any additional rent (including any Limited Additional Rent,
Construction Additional Rent, Unlimited Additional Rent and any other item of
Discretionary Rent), a final and nonappealable decision of a court

                                       12

<PAGE>

of competent jurisdiction (or an appealable decision that Owner chooses not to
appeal) states that Tenant was not liable for such additional rent, then Owner
shall promptly repay such additional rent to Tenant, unless Tenant has failed to
replenish the Instinet Lease Letter of Credit by the amount of such additional
rent, in which case Owner's obligation shall be to replenish the Instinet Lease
Letter of Credit (with Tenant giving Owner the power of attorney to do so), and
in any case Owner shall pay to Tenant interest on such additional rent at the
prime rate from the date upon which Owner made the partial drawing applicable
thereto to the date of repayment or replenishment by Owner thereof. Except as
may be expressly provided to the contrary in the Loan Documents, Tenant hereby
agrees to look solely to Owner and not to Lender for any repayment, disgorgement
or interest payment obligations that arise under this Section 52.04.

         SECTION 52.05. ISSUER OF INSTINET LEASE LETTER OF CREDIT. All letters
of credit constituting the Instinet Lease Letter of Credit shall be issued by
financial institutions reasonably satisfactory to Lender that satisfy the Rating
Requirement; provided however, that Lender has deemed satisfactory issuances by
The Chase Manhattan Bank so long as it meets the Rating Requirement. Upon not
less than 60 days' prior written notice not to be made (y) more than once per
calendar year, or (z) in any year in which the letter of credit issuer was
changed for any reason other than the merger of such issuer, Tenant shall be
entitled to replace any letter of credit constituting a Instinet Lease Letter of
Credit, provided that the form, substance and issuing institution satisfy the
terms and conditions for the same set forth above as if it were originally
issued on the date of the closing of the initial permanent financing with
Lender.

         SECTION 52.06. APPLICATION TO CURE DEFAULT. Notwithstanding that
Lender's rights as set forth in the Loan Documents to apply the proceeds drawn
from the Instinet Lease Letter of Credit do not require Lender to apply such
funds to cure the specific default under the Lease which prompted such draw, to
the extent that the Instinet Lease Letter of Credit is drawn down or the Cash
Security is applied by reason of a default by Tenant under the terms, covenants,
and conditions of this Lease on Tenant's part to be performed, such default
shall be deemed cured by such draw or application to the extent the same would
have been cured if Owner had drawn such funds and expended the same to cure the
specific default which gave rise to the drawing of the Instinet Lease Letter of
Credit.

         SECTION 52.07. CASH SECURITY IN LIEU OF LETTER OF CREDIT. If there
occurs any event described in any of Clauses (w), (x) or (y) of Section
52.02(A), and provided that no other event entitling Lender or Owner to draw
upon the Instinet Lease Letter of Credit has occurred, then, Lender or Owner may
draw upon the Instinet Lease Letter of Credit in its entirety and hold the
proceeds thereof in cash, as Cash Security, to be held, applied or disbursed to
the same extent and in the same manner as Lender or Owner would have been
permitted to draw upon the Instinet Lease Letter of Credit and apply or disburse
the proceeds of the same. If (y) Lender or Owner is so holding cash proceeds
solely as a result of the occurrence of an event described in any of clauses
(w), (x), (y) or (z) of Section 52.02(A), and (z) no other event that would have
otherwise entitled Lender or Owner to draw upon the Instinet Lease Letter of
Credit or apply Cash Security held in lieu thereof in whole or part has
occurred, then Tenant shall have the right, to be exercised on not less than 60
days' notice to Lender and Owner, to replace such

                                       13

<PAGE>

Cash Security with a letter of credit issued by a financial institution meeting
the requirements of this Article 52 and otherwise in the same form and
containing the same substances as the prior Instinet Lease Letter of Credit
approved by Lender with only such modifications as Lender shall approve in the
exercise of its reasonable judgment.

         SECTION 52.08. RETURN OF LETTER OF CREDIT/CASH SECURITY. A. The
Instinet Lease Letter of Credit and/or any remaining portion of Cash Security
held in lieu thereof together with the accrued interest, if any, earned thereon
pursuant to Section 52.12 hereof less any "Retained Sums" (hereinafter defined)
shall be returned to Tenant within 5 days following written notice requesting
the return thereof delivered by Tenant to both Lender and Owner on or after the
fixed Expiration Date (inclusive of any renewal option that has been exercised)
of this Lease or termination of this Lease pursuant to Sections 9.01, 9.05,
10.01 or 11.03 hereof. Immediately prior to returning the Instinet Lease Letter
of Credit or the Cash Security to Tenant, Lender may draw upon the Instinet
Lease Letter of Credit or retain sums from any Cash Security then held, an
amount (the "Retained Sums") equal to all sums reasonably determined by Lender
(after consultation with Owner as appropriate) to (y) cure any defaults then
existing under this Lease, and (z) pay to each of Lender and Owner all
theretofore unpaid or unreimbursed costs incurred in connection with collection
of any portion of the Instinet Lease Letter of Credit (or Cash Security) or
enforcement of any rights of Lender or Owner with respect thereto. To the extent
that the Retained Sums are in excess of the sums actually required, such excess
shall be returned to Tenant.

         B.       Notwithstanding anything to the contrary set forth in this
Article, Tenant has no interest in the Cash Security except to the extent that
the Cash Security shall be returned or returnable to Tenant pursuant to Section
52.08.

         SECTION 52.09. PARTIAL REDUCTION OF LETTER OF CREDIT. Provided that no
default under this Lease has theretofore occurred and is continuing, the face
amount of the Instinet Lease Letter of Credit, or if applicable the amount of
the Cash Security, shall be reduced (v) on a date that is 5 years prior to the
fixed Expiration Date (without renewals) of this Lease to an amount equal to the
product of (A) Tenant's remaining payments under this Lease for the next ensuing
year of the Demised Term plus its expenses, other pass through or other payment
obligations under this Lease for such period (the "Annual Obligation"), as
determined by Lender in the exercise of its reasonable judgment, multiplied by
(B) five; (w) on a date that is 4 years prior to the fixed Expiration Date
(without renewals) of this Lease to an amount equal to the product of (A) the
Annual Obligation for such year, as determined by Lender in the exercise of its
reasonable judgment, multiplied by (B) four; (x) on a date that is 3 years prior
to the fixed Expiration Date (without renewals) of this Lease to an amount equal
to the product of (A) the Annual Obligation for such year, as determined by
Lender in the exercise of its reasonable judgment, multiplied by (B) three; (y)
on a date that is 2 years prior to the fixed Expiration Date (without renewals)
of this Lease to an amount equal to the product of (A) the Annual Obligation for
such year as determined by Lender in the exercise of its reasonable judgment,
multiplied by (B) two; and (z) on a date that is 1 year prior to the fixed
Expiration Date (without renewals)

                                       14

<PAGE>

of this Lease to an amount equal to the Annual Obligation for such year, as
determined by Lender in the exercise of its reasonable judgment.

         SECTION 52.10. REFINANCING/TRANSFER OF LETTER OF CREDIT. A. In the
event that (w) Owner shall decide to satisfy the Loans in their entirety on or
prior to the stated maturity date thereof, or (x) a transfer of the Instinet
Lease Letter of Credit is desirable for Owner to obtain refinancing of the
Building or the Real Property, or (y) Lender shall transfer all or any part of
its interest in the Loans or (z) a sale or other transfer of the Real Property
and/or the Building approved by Lender where such Lender's approval is required
under the Loan Documents is about to occur, Owner, in the case of a satisfaction
of the Loans in full as referred to in clause (w) or a final effectuation of the
refinancing referred to in clause (x) shall have the right to request a transfer
of the Instinet Lease Letter of Credit, and Lender, in all instances referred to
in clauses (w), (x), (y) and (z) of this subsection 52.10A, as the case may be,
shall have the right to transfer (i) the Instinet Lease Letter of Credit (or
cause Tenant to reissue the Instinet Lease Letter of Credit and Tenant hereby
agrees to promptly cooperate with any request for a reissuance of the Instinet
Lease Letter of Credit, in accordance with Subsection 52.10B at no cost or
expense to Tenant) and/or (ii) any remaining portion of any Cash Security then
held by Owner or Lender as security for the performance of Tenant's obligations
under this Lease to either (a) Owner as a result of the event described in
clause (w) of this Section 52.10 above, or to (b) the transferee as a result of
any of the events described in clauses (x), (y) or (z) of this Section 52.10.

         B.       In the event of any proposed transfer of the Instinet Lease
Letter of Credit pursuant to Section 52.10A, and notice of such proposed
transfer to Tenant. Tenant, within twenty (20) days thereafter (with Owner
responsible for the customary transfer costs therefor), shall cause a new letter
of credit to be issued by a bank meeting the requirements of this Article 52 in
favor of the transferee, upon the same terms and conditions in replacement of
the letter of credit so transferred and Owner agrees that, simultaneously with
the delivery of such new letter of credit, the Instinet Lease Letter of Credit
will be returned to Tenant.

         SECTION 52.11. NO ASSIGNMENT OR ENCUMBRANCE OF TENANT' SECURITY. Tenant
agrees that it will not assign, mortgage or encumber, or attempt to assign,
mortgage or encumber, the Instinet Lease Letter of Credit or any Cash Security
deposited pursuant to this Lease, and that neither Owner nor Lender nor their
respective successors or assigns shall be bound by any such assignment,
mortgage, encumbrance, attempted assignment, attempted mortgage or attempted
encumbrance. Neither Owner nor Lender shall be required to exhaust its
respective remedies against Tenant before having recourse to the Instinet Lease
Letter of Credit, the Cash Security or any other security held by Owner or
Lender. Recourse by Owner or Lender to the Instinet Lease Letter of Credit, the
Cash Security or any other security held by Owner or Lender shall not affect any
remedies of Owner that are provided in this Lease, any remedies of Lender
against Owner or the members of Owner under the Loan Documents to the extent
applicable or any remedies of Owner or Lender that are available at law or in
equity."

                                       15

<PAGE>

         SECTION 52.12. INVESTMENTS UNDER LOAN DOCUMENTS. Tenant hereby
acknowledges that Lender shall have no obligation to invest the Cash Security
held as a result of a partial drawing of the Instinet Lease Letter of Credit. If
the entire or the then entire undrawn portion of the Instinet Lease Letter of
Credit shall be drawn upon by Lender (including, without limitation, if such
drawing shall have been made at the request of Owner to the extent permitted in
the Loan Documents), then to the extent that such funds shall not have been
disbursed or applied in accordance with the Loan Documents, Lender shall hold
such proceeds as Cash Security in an interest being account of Lender's choice;
it being expressly agreed and understood that Lender shall have no obligation to
take steps to maximize the interest earned thereon.

         12.      OBLIGATION TO THE LENDER. Owner, as a party to that certain
loan application dated as of April 27, 1998 (the "Application") incurred certain
obligations that require cooperation with Tenant in order to be met.
Notwithstanding that the Demised Term shall not have commenced, Tenant hereby
agrees diligently and in good faith to cooperate with Owner in connection with
meeting the requirements under such Application. In particular, Tenant agrees to
make timely delivery to Lender of the financial statements required to be
delivered by the "tenant under the Instinet Lease" in accordance with the
provisions and requirements set forth in Section 4 of Exhibit C of the
Application.

         13.      CONSENT TO AMENDMENTS. Notwithstanding the provisions of
Section 7.15, Tenant hereby consents to Owner amending the Underlying Documents
in accordance with (x) Exhibit K of the Application and (y) the other terms and
conditions of the amendments to such documents, which amendments have been
executed as of the date hereof, and agrees that from and after the date hereof,
the term "Underlying Documents" shall mean the Underlying Documents as amended
by both such permissible amendments referenced in Exhibit K, and any other
amendment dated as of the date hereof, which other amendments have been approved
by Lender.

                                       16

<PAGE>

         14.      NO BROKER. Each party represents and warrants to the other
party such party has not negotiated or otherwise dealt with any broker, finder
or any person entitled to any finder's fee or similar compensation in connection
with bringing about this Amendment other than      the original brokers involved
in connection with the execution and delivery of the Lease, which brokers (each
referred to individually as a "Recognized Broker") entered into a brokerage
agreement (referred to as the "Brokerage Agreement") dated February 12, 1998
with Owner, and that no Recognized Broker shall be entitled to any sums of any
kind for bringing about this Amendment in addition to the sums set forth in the
Brokerage Agreement. Each party shall indemnify the other party from all loss,
cost, liability, damage and expenses, including, but not limited to, reasonable
counsel fees and disbursements, arising from any breach by the representing and
warranting party of its respective foregoing representation and warranty.

         15.      TECHNICAL CORRECTIONS.

                  (a) The Lease shall be amended by deleting each term "Tax
Escalation Year" and "Escalation Year" and substituting therefor in each
instance the term "Deemed Rental Escalation Year."

                  (b) Section 13.01 shall be amended by deleting the phrase "The
Reuters Buildings" and substituting the phrase "The Reuters Building" therefor.

                  (c) Article 5 of the Lease shall be amended by inserting the
following provision immediately following Section 5.03 of the Lease:

                  "Section 5.04. Supplementing the provisions of Section 5.01,
                  Tenant hereby acknowledges Article 9 of the Amended and
                  Restated Subway Easement and Entrance Agreement (the "Subway
                  Agreement") (referred to as item xiii on Schedule C attached
                  hereto and made a part hereof, as the same may be amended

                                       17

<PAGE>

                  provides the New York City Transit Authority and 42nd Street
                  Development Project, Inc. have the right to take certain
                  action in connection with the Entrance Area and the Station
                  (as such terms are defined in the Subway Agreement). Tenant
                  hereby agrees that the provisions of Article 9 of the Subway
                  Agreement are hereby incorporated into this Lease, and that
                  neither the New York City Transit Authority and 42nd St.
                  Development Project, Inc. shall have any liability to Tenant
                  or any other person in connection with any action taken by the
                  New York City Transit Authority and 42nd St. Development
                  Project, Inc. pursuant to Article 9 of the Subway Agreement,
                  including, without limitation any liability for any lost
                  revenues, rents or profits resulting from such action."

                  (d) The term "Initial Term" as used in the Lease shall mean
the period commencing on the Commencement Date and ending on the date
immediately preceding the twentieth (20th) anniversary of the Commencement Date.

         16.      RATIFICATION. Except to the extent hereinabove expressly
modified, the Lease is hereby ratified and confirmed in all respects.


                                       18

<PAGE>
         17.      EXECUTION COUNTERPARTS. This may be executed in more than one
(1) identical counterpart each of which when taken together shall constitute an
original of one and the same agreement.

         IN WITNESS WHEREOF, the parties have duly executed this document by
their respective duly authorized representatives as of the day first above
written.

Attest:                                 3 TIMES SQUARE ASSOCIATES, LLC
                                        By: Rudin Times Square Associates, LLC

______________________________          By: Rudin Times Square L.P.
                                            its Managing Member

                                            By: Rudin Times Square GP, LLC,
                                                its General Partner

                                            By:_______________________________

                                                               Managing Member



Attest:                                 INSTINET CORPORATION

___________________                     By: /s/ DANIEL M. ROSENTHAL
                                            -----------------------
                                            Name: Daniel M. Rosenthal
                                            Title: SVP and CFO

                                       19

<PAGE>

STATE OF NEW YORK  )
                   ) ss.
COUNTY OF NEW YORK )

On the 1st day of July in the year 1998 before me, the undersigned, a notary
public in and for said state, personally appeared David M. Rosenthal, 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/their
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.

                       /s/ HOWARD BROWN
                       ---------------------------------------------------------
                       (Signature and office of person taking acknowledgement)

<PAGE>

                                   EXHIBIT "A"

                           Revised Schedule B attached

<PAGE>

                                   EXHIBIT "B"

                         Substitute pages to Addendum A
<PAGE>

         SECOND AMENDMENT OF LEASE (this "Second Amendment") dated as of the 1st
day of July, 1998, between 3 TIMES SQUARE ASSOCIATES, LLC, a Delaware limited
liability company having its principal office at 345 Park Avenue, Borough of
Manhattan, City, County and State of New York, as landlord (referred to as
"Owner"), and INSTINET CORPORATION, a Delaware corporation, having its principal
office at 875 Third Avenue, New York, New York, as tenant (referred to as
"Tenant").

                              W I T N E S S E T H :

         WHEREAS, Owner and Tenant entered into that agreement of lease, dated
as of February 18, 1998 as supplemented by that letter agreement dated February
18, 1998 and as amended by First Amendment of Lease dated as of June 30, 1998
("First Amendment"; said lease, as so amended, the "Lease") which now affects a
portion of the second cellar and entire 4th-17th floors and the 28th-30th floors
(collectively, the "Demised Premises") of the building (the "Building") to be
known as 3 Times Square, New York, New York; and

         WHEREAS, Owner and Tenant desire to amend the Lease to substitute the
18th floor of the Building for the 28th floor of the Demised Premises as more
particularly set forth herein; and

         WHEREAS, Owner and Tenant desire to confirm, acknowledge and
memorialize the fact that the provisions of Section 1.02B(I) shall apply to the
Lease and the provisions of Section 1.02B(II) shall be of no force and effect;

         WHEREAS, Owner and Tenant desire to amend Section 1.03 of the Lease to
reflect the agreement of the parties that the Initial Rent Period (as such term
is defined in the

<PAGE>

Lease) shall end on the 10 Year Surrender Date (as such term is defined in the
Lease).

         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto covenant and agree as follows:

         1.       Defined Terms. Capitalized terms used but not defined herein
shall have the respective meanings ascribed to them in the Lease.

         2.       Substitution of 18th floor of Building for 28th floor of
Demised Premises. From and after the date hereof, the Demised Premises shall not
include the 28th floor of the Building and in lieu thereof, the 18th floor of
the Building shall be included in the Demised Premises. To reflect such
substitution, certain sections of the Lease shall be amended as follows:

                  (a)      All references in the Lease to the 28th floor of the
Building shall be deemed deleted from the Lease and the 28th floor shall be
deemed to be excluded from the Demised Premises for all purposes of the Lease;

                  (b)      The 18th floor of the Building shall be deemed
included in the Demised Premises for all purposes of the Lease;

                  (c)      The number "eighteenth (18th)" shall be deemed
inserted immediately preceding the number "twenty eighth (28th)" in fourth line
of Section 1.01 and the number "twenty-eighth (28th)" appearing in said fourth
line shall be deemed deleted therefrom;

                  (d)      The number "three (3)" appearing in the fifth line of
Section 1.01 shall be deemed deleted therefrom and the number "two (2)" shall be
deemed inserted in lieu thereof;

                  (e)      The provisions of Section 1.03A.(i) shall be deleted
and the following

                                      -2-

<PAGE>

shall be inserted in lieu thereof:

                           "This Lease is made at the annual rental rates
                           (referred to as "Fixed Rent") of    DOLLARS with
                           respect to the period (referred to as the "Initial
                           Rent Period") from the Commencement Date to the 10
                           Year Surrender Date (as defined in Section 1.08) and
                                  with respect to the period (referred to as the
                           "Final Rent Period") commencing on the day
                           immediately following the 10 Year Surrender Date and
                           ending on the last day of the original Demised Term."

                  (f)      The number "28th" appearing in the fourth line of
Section 1.07 shall be deemed deleted therefrom;

                  (g)      The number "seventeenth (17th)" appearing in lines
one and two of Section 11.03CI shall be deleted therefrom and the number
"eighteenth (18th)" inserted in lieu thereof and the number "three (3)"
appearing in line two of said Section 11.03CI shall be deleted therefrom and the
number "two (2)" inserted in lieu thereof;

                  (h)      The number "three (3)" appearing in line two of
Section 21.02 shall be deleted therefrom, the number "two (2)" shall be inserted
in lieu thereof, and the following provision shall be inserted at the end
thereof:

                           "The foregoing notwithstanding, Tenant shall have no
                           obligation to reimburse Owner for any costs in
                           connection with the removal of a "standard" internal
                           staircase connecting the twenty-ninth (29th) and
                           thirtieth (30th) floors of the Demised Premises which
                           staircase is of a similar nature to such internal
                           staircases connecting the other floors of the Demised
                           Premises.";

                  (i)      The number "twenty-eighth (28th)" appearing in line
two of Section 29.01B and the number "28th" appearing in lines eight and twelve
of said Section 29.01B shall

                                      -3-

<PAGE>

be deemed deleted therefrom;

                  (j)      The number "twenty-eighth (28th)" appearing in lines
eleven and seventeen of Section 29.04 and the number "28th" appearing in line
twelve of said Section 29.04 shall be deemed deleted therefrom;

                  (k)      The number "twenty-eighth (28th)" appearing in lines
seven and eleven of Section 29.13 shall be deemed deleted therefrom and the
number "twenty-nine (29)" shall be inserted on the eleventh line in lieu
thereof;

                  (l)

                  (m)      The percentage     percent" set forth in Section
23.01E as Tenant's Proportionate Share shall be deemed deleted therefrom and the
percentage shall be deemed inserted in lieu thereof;

                  (n)      The provisions of Schedule A of the Lease (the
"Original Schedule A") are hereby deemed deleted and a new Schedule A annexed
hereto and made a part hereof as Exhibit A is inserted in lieu thereof;

                  (o)      The provisions of Schedule B of Lease (as annexed to
the First Amendment) are hereby deemed deleted and a new Schedule B annexed
hereto and made a part hereof as Exhibit B is inserted in lieu thereof; and

                                      -4-

<PAGE>

                  (p)      The number "three (3)" appearing in the eighth (8th)
line of page 142 of the Lease in Section 41.01D shall be deemed deleted
therefrom and the number "two (2)" shall be deemed inserted in lieu thereof.

                                      -5-

<PAGE>

         5.       Assignment/Subleasing Restriction. Tenant shall not (x) assign
the Lease to a law firm primarily engaged in the practice of so-called
"intellectual property" law (such firm referred to as an "IP Firm") or (y) with
respect to all or any portion of the Demised Premises, (a) enter into or allow a
subtenant, licensee, Permitted Occupant or other occupant of the Demised
Premises to enter into a sublease, license agreement, or other agreement
permitting the Demised Premises to be occupied by an IP Firm or (b) otherwise
consent to the use or occupancy thereof by an IP Firm. Attorneys comprising an
in-house legal department shall not constitute a "law firm" as such term is used
in the immediately preceding sentence. Notwithstanding the foregoing, the
restriction contained in this Paragraph 5 shall be of no force and effect (i) if
prior to the Commencement Date, Owner shall not have entered into a lease with
an IP Firm (an "IP Lease") with respect to office space in the Building, (ii)
during any period of Demised Term in

                                      -6-

<PAGE>

which Owner shall not be obligated pursuant to an IP Lease to refrain from
permitting space in the Building to be leased, subleased, licensed or otherwise
used or occupied by any other IP Firm, or (iii) with respect a sublease, license
or other occupancy agreement for a term or use period commencing subsequent tot
the expiration or sooner termination an IP Lease. An IP Firm leasing space in
the Building pursuant to an IP Lease shall be deemed a third party beneficiary
of the provisions of this Paragraph 5.

         6.       No Broker. Each party represents and warrants to the other
party such party has not negotiated or otherwise dealt with any broker, finder
or any person entitled to any finder's fee or similar compensation in connection
with bringing about this Second Amendment other than Tishman Real Estate
Services Company, Cushman & Wakefield, Inc., and Insignia/Edward S. Gordon Co.,
Inc., the original brokers involved in connection with the execution and
delivery of the Lease, which brokers (each referred to individually as a
"Recognized Broker") entered into a brokerage agreement (referred to as the
"Brokerage Agreement") dated February 12, 1998 with Owner, and that no
Recognized Broker shall be entitled to any sums of any kind for bringing about
this Second Agreement in addition to the sums set forth in the Brokerage
Agreement. Each party hereto shall indemnify the other party hereto from all
loss, cost, liability, damage and expense, including, but not limited to,
reasonable counsel fees and disbursements, arising from any breach by the
representing and warranting party of its respective foregoing representation and
warranty.

                                      -7-

<PAGE>

         8.       Ratification. Except to the extent hereinabove expressly
modified, the Lease is hereby ratified and confirmed in all respects.

                          [REMAINING TEXT ON NEXT PAGE]

                                      -8-

<PAGE>

         9.       Execution Counterparts. This Second Amendment may be executed
in more than one (1) identical counterpart each of which when taken together
shall constitute an original of one and the same agreement.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.

                                3 TIMES SQUARE ASSOCIATES, LLC
                                By:   Rudin Times Square Associates, LLC

                                By:   Rudin Times Square L.P.,
                                            its Managing Member

                                      By:   Rudin Times Square GP, LLC,
                                            its General Partner

                                      By:   /s/
                                            ------------------------------------
                                                                 Managing Member

                                INSTINET CORPORATION

                                By:   /s/  DAVID M. ROSENTHAL
                                      ------------------------------------------
                                      Name:  David M. Rosenthal
                                      Title: SVP and CFO

                                      -9-

<PAGE>

STATE OF NEW YORK  )
                   : SS.:

COUNTY OF NEW YORK )


         On the 1st day of December, 1998, before me personally came David M.
Rosenthal, to me known, who, being by me duly sworn, did depose and say that he
resides at [illegible], that he is the Senior Vice President
and Chief Financial Officer of INSTINET CORPORATION, the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by authority of the Board of Directors of said corporation.

                                      /s/ DONNA ROMITA
                                      ---------------------------
                                          Notary Public

                                      -10-

<PAGE>

                                    Exhibit A

                           Revised Schedule A Attached

                                      -11-
<PAGE>

                  THIRD AMENDMENT OF LEASE (this "Third Amendment") dated as of
the 31st day of March, 2000 between 3 TIMES SQUARE ASSOCIATES, LLC, a Delaware
limited liability company having its principal office at 345 Park Avenue,
Borough of Manhattan, City, County and State of New York, as landlord (referred
to as "Owner"), and INSTINET CORPORATION, a Delaware corporation, having its
principal office at 875 Third Avenue, New York, New York, as tenant (referred to
as "Tenant").

                                   WITNESSETH:

                  WHEREAS, Owner and Tenant entered into that Agreement of
Lease, dated as of February 18, 1998 as supplemented by that letter agreement
dated February 18, 1998 and as amended by First Amendment of Lease dated as of
June 30, 1998 (the "First Amendment") and by that Second Amendment of Lease,
dated as of July 1, 1998 (the "Second Amendment"; said lease, as so amended, the
"Lease") which now affects a portion of the second cellar and entire 4th-18th
floors and the 29th-30th floors (collectively, the "Demised Premises") of the
building (the "Building") to be known as 3 Times Square, New York, New York; and

                  WHEREAS, Owner and Tenant desire to confirm, acknowledge and
memorialize that Tenant exercised the options set forth in Article 43 and
Article 44 of the Lease to lease the 1999 Option Space and 2000 Option Space,
respectively (as such terms are defined in the Lease); and

                  WHEREAS, Owner and Tenant desire to set forth all of the
modifications to the Lease as a result of the exercise of the options to lease
the 1999 Option Space and 2000 Option Space; and

<PAGE>

                  WHEREAS, Owner and Tenant desire to amend the Lease to remove
the twenty-ninth (29th) floor of the Building from the Demised Premises and
include the twenty-third (23rd) floor of the Building in lieu thereof, as more
particularly set forth herein.

                  NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree as follows:

                  1.       Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to them in the Lease.

                  2.       Addition of 1999 Option Space and 2000 Option Space.
The Lease is hereby deemed modified as follows:

                           (a)      The Demised Premises shall include the
nineteenth (19th) and twentieth (20th) floors of the Building (also known as the
1999 Option Space) (together with all appurtenances, fixtures, improvements,
additions and other property attached thereto or installed therein at the
commencement of the term applicable to the 1999 Option Space or at any time
during said term, other than Tenant's Personal Property) for all purposes of the
Lease, except as herein otherwise provided;

                           (b)      The Demised Premises shall include the
twenty-first (21st) and twenty-second (22nd) floors of the Building (also known
as the 2000 Option Space) (together with all appurtenances, fixtures,
improvements, additions and other property attached thereto or installed therein
at the commencement of the term applicable to the 2000 Option Space or at any
time during said term, other than Tenant's Personal Property) for all purposes
of the Lease, except as herein otherwise provided;

                                       2
<PAGE>

                           (c)      Tenant shall be entitled to a rent holiday
during which Tenant shall not be required to pay Fixed Rent or any increases
therein pursuant to Article 23 applicable to the 1999 Option Space with respect
to the period commencing on May 19, 2001 and ending on the date 183 days
thereafter, both days inclusive, with it understood, however that in the event
that Owner shall be obligated to make payments pursuant to Section 1.09 with
respect to the 1999 Option Space, such May 19, 2001 and the commencement and
expiration of the rent holiday period shall be delayed one (1) day for each day
in the period with respect to which Owner shall be obligated to make such
payments with respect to the 1999 Option Space; and

                           (d)      Tenant shall be entitled to a rent holiday
during which Tenant shall not be required to pay Fixed Rent or any increases
therein pursuant to Article 23 applicable to the 2000 Option Space, with respect
to the period commencing on May 19, 2001 ending on the date 183 days thereafter,
both days inclusive, with it understood, however that in the event that Owner
shall be obligated to make payments pursuant to Section 1.09 of the Lease with
respect to the 2000 Option Space, such May 19, 2001 date and the commencement
and expiration of the rent holiday period shall be delayed one (1) day for each
day in the period with respect to which Owner shall be obligated to make such
payments with respect to the 2000 Option Space.

                  3.       Substitution of the 23rd floor of the Building for
the 29th floor of the Building.

                  From and after the date hereof, the Demised Premises shall not
include the twenty-ninth (29th) floor of the Building and in lieu thereof, the
twenty-third (23rd) floor of the Building shall be included in the Demised
Premises. To reflect such substitution, certain sections of the Lease shall be
amended from and after the date hereof as follows:

                                       3
<PAGE>

                           (a)      All references in the Lease to the
twenty-ninth (29th) floor of the Building shall be deemed deleted from the Lease
and the twenty-ninth (29th) floor shall be deemed to be excluded from the
Demised Premises for all purposes of the Lease;

                           (b)      The twenty-third (23rd) floor of the
Building shall be deemed included in the Demised premises for all purposes of
the Lease;

                           (c)      The number "twenty-third (23rd)" shall be
inserted immediately subsequent to the number "eighteenth (18th)" in the fourth
line of Section 1.01 and the number "twenty-ninth (29th)" appearing in said
fourth line shall be deleted therefrom;

                           (d)      The phrase "two (2) floors being the highest
floors" appearing in the fifth line of Section 1.01 (as the same was amended by
the Second Amendment) shall be deleted therefrom and the word "floor being the
highest floor" shall be inserted in lieu thereof;

                           (e)      The phrase "29th and 30th floors" appearing
in the fourth line of Section 1.07 (which was amended by the Second Amendment)
shall be deleted therefrom and the phrase "30th floor" shall be inserted in lieu
thereof;

                           (f)      The phrase "With respect to the following
floors the entire fourth (4th) through eighteenth (18th) floors and the top two
(2) floors of the Building" appearing at the beginning of Section 11.03CI (which
was amended by the Second Amendment) shall be deleted from the Lease and the
phrase "With respect to the entire rentable area of the fourth (4th) through
eighteenth (18th) floors, the twenty-third (23rd) floor and thirtieth (30th)
floor of the Building" shall be inserted in lieu thereof;

                           (g)      The phrase "twenty-ninth (29th) and
thirtieth (30th) floors" commencing on lines eleven, twelve and seventeen of
Section 29.04 shall be deleted therefrom and the phrase "thirtieth (30th) floor"
shall be inserted in lieu thereof;

                                       4
<PAGE>

                           (h)      The number "twenty-nine (29)" on the
eleventh line of Subsection A of Section 29.13 (as added by the Second
Amendment) shall be deleted therefrom and the phrase thirtieth (30th)" shall be
inserted on the eleventh line in lieu thereof; and

                           (i)      The phrase "all, but not a portion of, the
highest two (2) floors of the Demised Premises leased to Tenant on the
Commencement Date" appearing in the eighth (8th) and ninth (9th) lines of page
142 of the Lease in Subsection D of Section 41.01 shall be deleted therefrom and
the phrase "the entire rentable area of the thirtieth (30th) floor" shall be
inserted in lieu thereof.

                  4.       Modifications of Fixed Rent, Owner's Work
Contribution, and Tenant's Proportionate Share.

                  The leasing of the 1999 Option Space and 2000 Option Space by
Tenant, the addition to the Demised Premises of the twenty-third (23rd) floor
and the omission of the twenty-ninth (29th) floor therefrom has affected the
Fixed Rent, Owner's Work Contribution and Tenant's Proportionate Share. The
parties agree that as a result of such exercise to lease the 1999 Option Space
and the 2000 Option Space and the leasing of the twenty-third (23rd), rather
than the twenty-ninth (29th) floor of the Building:

                                       5
<PAGE>

                           (b)      The provisions of Schedule A of the Lease
(as annexed to the Second Amendment) shall be deemed deleted and a new Schedule
A annexed hereto and made a part hereof as the Exhibit A referred to above shall
be inserted in lieu thereof;

                           (c)      Tenant's Proportionate Share set forth in
Subsection 23.01E and as reflected on Schedule B attached hereto and made a part
hereof as Exhibit B shall be

                           (d)      The provisions of Schedule B of the Lease
(as annexed to the Second Amendment) shall be deemed deleted and the Schedule B
referred to above annexed hereto and made a part hereof as Exhibit B shall be
inserted in lieu thereof; and

                  5.       Blended Rental Rate. As set forth on Schedule A, a
portion of the eighteenth (18th) and twenty-third (23rd) floors of the Building
are leased to Tenant at a fixed rent

                                       6
<PAGE>

                  6.       Atrium and Grand Staircase. Notwithstanding the terms
and conditions of Section B3 of the Work Letter attached to the Lease as
Addendum A, Tenant shall have no right to connect floors adjacent to the
thirtieth (30th) floor of Building to the thirtieth (30th) floor by a dramatic
staircase or otherwise unless Tenant shall lease such floors subsequent to the
date hereof. Accordingly, the phrase "any Atrium to be located on the top three
(3) floors of the Building" in Section 21.02 shall be deleted and the phrase
"any Atrium which may be located on up to the top three (3) floors of the
Building (in the event such floors are leased by Tenant)" shall be inserted in
lieu thereof.

                                       7
<PAGE>

                  7.       Elevators. The parties agree that terms and
conditions of Subsection B of Section 29.01 shall be deleted and following
Subsection B shall be inserted in lieu thereof:

                           "B. Owner agrees that the core of the
                           Building shall be designed so that (i) the
                           sixteenth (16th) through thirtieth (30th)
                           floors of the Building shall be served by
                           the eight (8) passenger elevators serving
                           the high rise elevator bank (which bank is
                           comprised of the sixteenth (16th) through
                           thirtieth (30th) floors of the Building).
                           Tenant shall have the right to use the
                           passenger elevators along with the other
                           tenants and occupants of floors which the
                           elevators of the high rise elevator bank
                           serve, and Owner shall not grant any other
                           tenant the right to have a dedicated
                           elevator. Subject to the terms and
                           conditions of the immediately following
                           sentence, if Tenant, from time to time, due
                           to the scheduling of meetings or other
                           special events, shall desire to have one
                           (1) passenger elevator in the high rise
                           elevator bank service the thirtieth (30th)
                           floor of the Building exclusively for a
                           reasonable duration of time, Tenant shall
                           give Owner reasonable advance notice of the
                           same, and Owner shall program one (1)
                           passenger elevator in the high rise bank to
                           service during such time only the lobby,
                           and the thirtieth (30th) floor (and at
                           Tenant's option, any other floor(s) in the
                           high rise bank designated by Tenant).
                           Notwithstanding the terms and conditions of
                           the immediately preceding sentence during
                           any period in which there is an emergency
                           or when two (2) or more other elevators
                           that typically service the high rise bank
                           are not in service due to repairs or other
                           outage, Owner shall have no obligation to
                           provide such exclusive elevator use to
                           Tenant."

                  8.       29th Floor Option Exercise Date. Tenant acknowledges
that the Option Exercise Date with respect to the twenty-third (23rd) through
twenty-eighth (28th ) floors of the Building was accelerated to a date in
August, 1998 (the "Accelerated Date") in connection with an offer received by
Owner from a law firm to lease the same. Accordingly, in connection with

                                       8
<PAGE>

Tenant's substitution as part of the Demised Premises of the twenty-third (23rd)
floor of the Building in lieu of the twenty-ninth (29th) floor, Tenant agrees
that the Option Exercise Date with respect to the twenty-ninth (29th) floor of
the Building shall be deemed to have occurred on the Accelerated Date.

                  9.       Modification of the Term "Protected Sublease". For
the purposes of Subsection B(4) of Section 11.08 of the Lease, (x) the term "end
floor" as used in such Subsection B(4) shall also be deemed to mean the
twenty-first (21st) floor of the Building, and (y) the twenty-fourth (24th)
floor of the Building (if the same is leased by Tenant) shall be deemed to be
contiguous to the twenty-first (21st) floor for the purpose of determining
contiguity.

                  10.      Tenant's Kitchen Facilities. A. One of the shafts in
the Building has been designated by Owner as a shared shaft of which Tenant may
use a portion, and Owner, at Tenant's sole cost and expense, shall erect a wall
in such shaft to subdivide the same and effectively construct two (2) shafts of
approximately the same area, one of which shall be designated by Owner for
Tenant's use (such shaft so created and designated for Tenant's use referred to
herein as "Tenant's Kitchen Shaft"). Tenant shall have the right to utilize the
portion of Tenant's Kitchen Shaft running from the roof of the Building to the
sixteenth (16th) floor in order to install a flue to exhaust kitchen facilities
to be constructed by Tenant in that portion of the Demised Premises on the
sixteenth (16th) floor of the Building. Tenant shall reimburse Owner for Owner's
reasonable out-of-pocket costs and expenses in connection with dividing the
existing shaft to create Tenant's Kitchen Shaft within thirty (30) days after
demand therefor. Tenant acknowledges that by granting Tenant the right to use
Tenant's Kitchen Shaft, Owner has fulfilled Owner's obligation set forth in the
penultimate sentence of Subsection A of Section 29.13 of the Lease.

                                       9
<PAGE>

                  B.       In order to exhaust the kitchen facilities which
Tenant may install in the Demised Premises on the thirtieth (30th) floor, Tenant
may create an opening in those slabs of the Building above the thirtieth (30th)
floor as is necessary to run duct work to be installed by Tenant through the
ceiling cavity from the thirtieth (30th) floor to the roof of the Building.
Tenant shall install structural supports and perform fireproofing and any other
work reasonably required by Owner, all in accordance with good construction
practice, in connection with the creation of such slab penetrations. In
addition, in connection with exhausting such kitchen facilities on the thirtieth
(30th) floor, Tenant may install, on a portion of the roof designated by Owner,
an exhaust fan. Owner shall not charge Tenant any rent or use charge with
respect to such portion of the roof. Accordingly, the phrase "and for the
installation of a flue to exhaust Tenant's kitchen to be located on the
twenty-ninth (29th) or thirtieth(30th) floor of the Building" commencing on the
sixth (6th) line of Subsection A of Section 29.13 of the Lease shall be deleted.

                  C.       All work contemplated by the terms of Paragraph 10 of
this Third Amendment to be performed by Tenant shall be performed at Tenant's
sole cost and expense (subject to the terms and conditions of Section 3.10 of
the Lease, and except as otherwise provided in Section D of this Paragraph 10)
and in accordance with the terms and conditions of the Lease, as amended by this
Third Amendment, including without limitation Article 3 and Article 6.

                  D.       Owner shall reimburse Tenant for the reasonable
out-of-pocket costs and expenses incurred by Tenant in connection with (x)
creating the slab openings referred to in Section B of this Paragraph 10, and
(y) performing the work related thereto as described in the second sentence of
such Section B.

                                       10
<PAGE>

                  11.      No Broker. Each party represents and warrants to the
other party such party has not negotiated or otherwise dealt with any broker,
finder or any person entitled to any finder's fee or similar compensation in
connection with bringing about this Third Amendment other than

         , the original brokers involved in connection with the execution and
delivery of the Lease (each referred to individually as a "Recognized Broker".
Each party hereto shall indemnify the other party hereto from all loss, cost,
liability, damage and expense, including, but not limited to, reasonable counsel
fees and disbursements, arising from any breach by the representing and
warranting party of its respective foregoing representation and warranty. Any
commission owing to each or any Recognized Broker in connection with the Lease,
as amended by this Third Amendment, shall be paid by Owner pursuant to a
separate agreement.

                  12.      Ratification. Except to the extent hereinabove
expressly modified, the Lease is hereby ratified and confirmed in all respects.

                  13.      Execution Counterparts. This third Amendment may be
executed in more than one (1) identical counterpart each of which when taken
together shall constitute an original of one and the same agreement.

                            (SIGNATURE PAGE FOLLOWS)

                                       11
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals onto this Third Amendment as of the day and year first above
written.

                           3 TIMES SQUARE ASSOCIATES, LLC
                           By: Rudin Times Square Associates, LLC

                           By: Rudin Times Square L.P.,
                                    its Managing Member

                                    By: Rudin Times Square GP, LLC,
                                        its General Partner

                                        By: /s/ WILLIAM C. RUDIN
                                            ------------------------------
                                        William C. Rudin, Managing Member

                           INSTINET CORPORATION

                           By:      ______________________________________
                                    Name:
                                    Title:

                                       12
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals onto this Third Amendment as of the day and year first above
written.

                           3 TIMES SQUARE ASSOCIATES, LLC
                           By: Rudin Times Square Associates, LLC

                           By: Rudin Times Square L.P.,
                                   its Managing Member

                               By: Rudin Times Square GP, LLC,
                                   its General Partner

                                   By:_______________________________
                                                 , Managing Member

                           INSTINET CORPORATION

                           By: /s/ KENNETH K. MARSHALL        4/10/00
                               --------------------------------------
                               Name:  Kenneth K. Marshall
                               Title: Executive VP and
                                      Chief Administrative Officer

<PAGE>

STATE OF NEW YORK  )
                   :SS.:

COUNTY OF NEW YORK )

         On the 10th day of April, 2000, before me personally came Kenneth
Marshall, to me known, who, being by me duly sworn, did depose and say that he
resides at 875 Third Ave, NY, NY at 29th Floor, that he is the EVP/CAO of
INSTINET CORPORATION, the corporation described in and which executed the
foregoing instrument; and that he signed his name thereto by authority of the
Board of Directors of said corporation.

                                    /s/ HOWARD STUART BROWN
                                    -----------------------------------
                                    Notary Public

                                       13

<PAGE>

                                    Exhibit A

                           Revised Schedule A Attached

<PAGE>

                                    Exhibit B

                           Revised Schedule B Attached
<PAGE>

                  FOURTH AMENDMENT OF LEASE (this "Fourth Amendment") dated as
of the 28th day of November, 2000 between 3 TIMES SQUARE ASSOCIATES, LLC, a
Delaware limited liability company having its principal office at 345 Park
Avenue, Borough of Manhattan, City, County and State of New York, as landlord
(referred to as "Owner"), and REUTERS C CORP. (f/k/a Instinet Corporation), a
Delaware corporation, having its principal office at 875 Third Avenue, New York,
New York, as tenant (referred to as "Tenant").

                               W I T N E S S E T H

                  WHEREAS, Owner and Tenant entered into that Agreement of
Lease, dated as of February 18, 1998 as supplemented by that letter agreement
dated February 18, 1998 (the "Original Lease") and as amended by First Amendment
of Lease dated as of June 30, 1998 (the "First Amendment"), that Second
Amendment of Lease, dated as of July 1, 1998 (the "Second Amendment") and that
Third Amendment of Lease, dated as of March 31, 2000 (the "Third Amendment");
said lease, as so amended, the "Lease") which now affects a portion of the
second cellar and entire 4th-23rd floors and the 30th floor (collectively, the
"Demised Premises") of the building (the "Building") to be known as 3 Times
Square, New York, New York; and

                  WHEREAS, Owner and Tenant desire to amend the Lease to add the
entire third (3rd) floor of the Building to the Demised Premises on the terms
and conditions more particularly set forth herein;

                  WHEREAS, Owner and Tenant desire to add the retail space on
the ground floor of the Building which is referred to on Exhibit "4" of the
Lease to the Demised Premises on the terms and conditions set forth in the
Lease;

<PAGE>

                  WHEREAS, the Lease provides Tenant with the right to lease
certain space in the Building on the terms upon which a third party shall lease
the same;

                  WHEREAS, a third party did so make an offer to so lease a
portion of the twenty-fourth (24th) floor of the Building more particularly
described herein, and Owner offered the same to Tenant as required by the Lease;

                  WHEREAS, Tenant exercised the right to lease such portion of
the 24th floor on the terms and conditions of the Offered Package (as defined in
the Lease) with respect to the same; and

                  WHEREAS, Owner and tenant desire to set forth all of the
modifications to the Lease as a result of all the foregoing and make certain
amendments and technical corrections to the Lease, as more particularly set
forth herein.

                  NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree as follows:

                  1.       Defined Terms: Capitalized terms used but not defined
herein shall have the respective meaning ascribed to them in the Lease.

                  2.       Addition of Third Floor to the Demised Premises.
Owner and tenant hereby agree that Tenant shall lease the entire rentable area
of the third (3rd) floor on the terms and conditions set forth herein, and the
Lease is hereby modified as follows:

         (a)      The entire rentable area of the third (3rd) floor of the
Building (said floor together with all appurtenances, fixtures, improvements,
additions and other property attached thereto or installed therein at the
commencement of the term applicable thereto, or at any time during said term,
other than Tenant's Personal Property is referred to as the "3rd Floor Space")
is hereby leased by Tenant

                                       2
<PAGE>

and added to the Demised Premises for the Demised Term for all purposes of the
Lease, except as herein otherwise provided.

         (b)      At Owner's election, the 3rd Floor Space shall comprise a
separate Occupancy Unit or be part of another Occupancy Unit and Owner shall not
be obligated to deliver the same prior to any other Occupancy Unit. The
obligations of Owner in Section 1.09 of the Lease shall not apply with respect
to the 3rd Floor Space.

         (c)      Intentionally Omitted.

         (d)      Owner and Tenant agree that in addition to Owner's obligations
expressly set forth in Addendum A, Addendum A shall be deemed to include,
without limitation, the obligation of Owner to (i) complete the core bathrooms
on the third (3rd) floor to the extent that Owner shall be doing the same on the
other entire floors in the Building which comprise the Demised Premises, and
(ii) open any sealed elevator shafts necessary to enable the elevators in the
low-rise elevator bank to service the 3rd Floor Space. Tenant acknowledges that
Owner has installed, to serve the 3rd Floor Space, an air handling unit on a pad
for the same located in the core of the Building on the third floor, and
performed the restoration work, if any, needed to be done to any walls of the
3rd Floor Space which may have been affected by such installation. Tenant shall
be responsible to make all repairs and replacements to such air handling unit
and Owner shall not be responsible therefor, but Owner shall assign to Tenant,
without recourse, any warranties obtained by Owner with respect to such unit.

         (e)      In addition to the Fixed Rent set forth in the Third Amendment
with respect to the fourth (4th) through twenty-third (23rd) and thirtieth
(30th) floors (the "Main Space"), Tenant shall pay to Owner Fixed Rent with
respect to 3rd Floor Space (referred to as the "3rd Floor Fixed Rent") in the
amounts as set forth on Exhibit I attached hereto and made a part hereof with
the obligation

                                       3
<PAGE>

to make such payment commencing on May 19, 2001, (the "3rd Floor Rent
Commencement Date"). In the event that by May 19, 2001, (i) Owner has not
delivered possession of the 3rd Floor Space to Tenant or (ii) the TCO Date has
not occurred, then the 3rd Floor Rent Commencement Date shall be delayed by one
(1) day for each day in the period commencing on May 19, 2001 and ending on the
date immediately preceding the day that is the later to occur of: (x) the TCO
Date and (y) the date the 3rd Floor Space shall be delivered to Tenant, both
dates inclusive. The 3rd Floor Fixed Rent shall be payable by Tenant to Owner at
the same time and in the same manner as the Fixed Rent with respect to the Main
Space, and all references to "Fixed Rent" or "Fixed Rent under Article 1" in the
Lease (other than in paragraph 4a of the Third Amendment setting forth the Fixed
Rent with respect to the Main Space, and in Section 1.09 of the Lease) shall
also be deemed to refer to the 3rd Floor Fixed Rent.

         (f)      Subsection C of Section 1.03 of the Lease shall be applicable
to the 3rd Floor Space with the term "Commencement Date" being deemed to refer
to the 3rd Floor Space Rent Commencement Date and the term "Fixed Rent" being
deemed to refer to the 3rd Floor Fixed Rent.

         (g)      As of the 3rd Floor Rent Commencement Date, Tenant's
Proportionate Share set forth in Section 23.01E shall be increased by     %
except that with respect to the provisions of Section 23.06A insofar as they
relate to the 3rd Floor Additional Space and the increase of     % in Tenant's
Proportionate Share applicable thereto, Tenant shall not be entitled to the
benefits of the sentence of said Section 23.06A beginning with the words "Solely
with respect to the period," so that in the computation of any increase in the
Fixed Rent pursuant to the provisions of Section 23.06A applicable to the 3rd
Floor Additional space, there shall not be deducted from the "Deemed Rental
under the Ground Lease" prior to the calculations of that portion of Tenant's
Proportionate

                                       4
<PAGE>

Share applicable to the 3rd Floor Additional Space with respect to the Deemed
Rental under the Ground Lease, any "Site 3 ESAC Reimbursements" referred to in
said sentence. Owner, in computing the increase in the Fixed Rent applicable to
the 3rd Floor Space by operation of the provisions of this Section 23.06 shall
include the computation for such increase in the Fixed Rent applicable to the
3rd Floor Additional Space on a separate portion of Owner's Ground Lease
Statement.

         (h)      The parties agree that their respective rights and obligations
regarding Owner's Profits and/or Tenant's Profits with respect to the 3rd Floor
Space shall be governed in accordance with Section 11.03(C)(III) and
accordingly, the phrase "the 3rd Floor Space and" shall be inserted after the
words "With respect to" on the first line thereof and after the words "with
respect to" immediately following "(y)" in the eighth (8th) line thereof.

         (i)      In the event that both (a) Tenant shall utilize the 3rd Floor
Space for office use and (b) the provisions of Section 29.03(II) shall be in
force and effect, then Tenant's Cleaning Share as set forth in Subsection A of
Section 23.04 shall mean, subject to the terms and conditions of Paragraph 4(m)
hereof, a fraction, the numerator of which shall be the entire rentable area of
the Demised Premises located above the second (2nd) floor of the Building, and
the denominator of which shall be the entire rentable area of the office space
portions of the Building (expressly including all portions of the Demised
Premises above the second floor) based on the allocations set forth in Schedule
B (with 31,978 r.s.f. allocated to the 3rd Floor Space), as the same may be
adjusted in accordance with Section 1.06.

         (j)      The provisions of the first sentence of Section 29.02 shall
apply with respect to the 3rd Floor Space, except that Tenant acknowledges that
(x) the western wall of the 3rd Floor Space

                                       5
<PAGE>

shall not be equipped by Owner with heat fin tubes and convector covers, and (y)
the specifications on Schedule 2 of Addendum A applicable to the 3rd Floor Space
shall be those applicable to the portions of the Main Space used for general
office use, notwithstanding any use for which Tenant may utilize the 3rd Floor
Space.

         (k)      The provisions of the first sentence of Subsection C of
Section 29.04 shall apply with respect to the 3rd Floor Space, except that
Tenant acknowledges that the specifications on Schedule 2 of Addendum A
applicable to the 3rd Floor Space shall be those applicable to the portions of
the Main Space used for general office use, notwithstanding any use for which
Tenant may utilize the 3rd Floor Space.

         (l)      For the purposes of Subsections (D)(ii) and (D)(iii) of
Section 41.01, the 3rd Floor Space shall be deemed to be "office space"
notwithstanding any use for which Tenant may utilize the 3rd Floor Space.


         (m)      Notwithstanding the terms and conditions of Addendum A, Owner
may withhold Owner's consent with respect to any request from Tenant that Owner
modify the Basic Building Plans or any aspect of the construction of the
Building in connection with the leasing of the 3rd Floor Space, if in Owner's
reasonable judgment such modification shall be likely to delay Owner in its
ability to (i) obtain the TCO or (ii) complete the construction of the Building,
and in the event that Owner shall grant any such requests, Tenant shall be
responsible for any increased costs to Owner of the same.

         (n)      Tenant shall not be entitled to any increase in Owner's Work
Contribution with respect to the 3rd Floor Space.

         (o)      Supplementing the terms and conditions of Subsection C of
Section 29.01 of the Lease, the elevators in the low rise elevator bank shall
serve the 3rd Floor Space.

                                       6
<PAGE>

                  3.       Addition of Retail Space to the Demised Premises.
Owner and Tenant hereby agree that (x) Tenant shall be deemed to have exercised
the option set forth in Article 38 to lease the portion of the retail space
which was included in the Initial Option Space as described in Section
38.02(A)(ii), and (y) Tenant shall not lease the portion of the second (2nd)
floor described in Section 38.02(iii), nor shall Tenant have any other rights
under the Lease to lease the same. The Lease is hereby deemed modified as
follows:

         (a)      The retail store described in Section 38.02A(ii) of the Lease
(said store together with all appurtenances, fixtures, improvements, additions
and other property attached thereto or installed therein at the commencement of
the term applicable thereto, or at any time during said term, other than
Tenant's Personal Property is referred to as the "Retail Space") is hereby
leased by Tenant and added to the Demised Premises in accordance with the
provisions of said Article 38 (without giving effect to those provisions
pertaining to space on the second (2nd) floor of the Building) for the Demised
Term.

         (b)      Notwithstanding the terms and conditions of Section 1.05, at
Owner's election, the Retail Space shall comprise a separate Occupancy Unit or
be a part of another Occupancy Unit and Owner shall not be obligated to deliver
the same prior to any other Occupancy Unit. The obligations of Owner in Section
1.09 of the Lease shall not apply with respect to the Retail Space.

         (c)      Owner and Tenant acknowledge that in addition to Owner's
obligations set forth in Addendum "A", Owner's only other obligation to perform
any work or make any installations to prepare the Retail Space for Tenant's
occupancy, shall be to (i) demise the Retail Space, (ii) provide a single point
of entry for Tenant to obtain power at the perimeter of the Retail Space (with
it understood that the obligations in clause (i) and (ii) of this sentence shall
be deemed added to

                                       7
<PAGE>

Addendum "A"), and (iii) cause the construction shanties presently located in
the Retail Space to be removed therefrom by February 28, 2001. Owner agrees that
Owner shall not remove the water and vent connections currently located in the
Retail Space, and that, subject to the terms and conditions of the Lease, Tenant
may connect Tenant's lines thereto. In addition, as part of Tenant's Initial
Installation or a subsequent Alteration, Tenant may, subject to the terms and
conditions of the Lese, connect a waste line from the Retail Space to a Building
waste line located in the ceiling of the concourse level of the Building. Tenant
acknowledges that notwithstanding any of the terms and conditions of the Lease,
the temporary certificate of occupancy for the core and shell of the Building
shall not include the Retail Space, and Owner shall have no obligation to apply
for a certificate of occupancy with respect to the Retail Space until promptly
after Tenant shall have submitted to Owner all requisite sign-offs from all
necessary Governmental Authorities which are needed to obtain the same, which
Tenant shall submit subsequent to the substantial completion of Tenant' work in
the Retail Space.

         (d)      In addition to the Fixed Rent set forth in the Third Amendment
with respect to the Main Space and the 3rd Floor Fixed Rent described herein,
Tenant shall pay to Owner Fixed Rent with respect to Retail Space (referred to
as the "Retail Space Fixed Rent") in the amounts set forth on Exhibit 2 attached
hereto and made a part hereof with the obligation to make such payments
commencing on June 19, 2001, (the "Retail Rent Commencement Date"). In the
event, however, that the construction shanties presently located in the Retail
Space are not removed therefrom on or before February 28, 2001, then the Retail
Rent Commencement Date shall be delayed by one (1) day for each day in the
period commencing on March 1, 2001 and ending on the date immediately preceding
the date upon which the same shall be removed, both dates inclusive. In
addition, in the

                                       8
<PAGE>

event that by June 19, 2001, Owner has not delivered possession of the Retail
Space to Tenant with both (i) the steel girders presently located in the Retail
Space in connection with the Hoist removed therefrom and (ii) a weathertight
enclosure in lieu of the storefront (in the event that the storefront shall not
be completed), then the Retail Rent Commencement Date (as the same may have been
delayed pursuant to the immediately preceding sentence) shall be delayed (or
further delayed, as the case may be) by one (1) day for each day in the period
commencing on June 19, 2001 and ending on the date immediately preceding the
date upon which the Retail Space is delivered to Tenant with such steel girders
removed and the weathertight enclosure thereon, both dates inclusive. Owner and
Tenant agree that notwithstanding the terms and conditions of the Lease, Owner
shall not be required to substantially complete the installation of the
storefront with respect to the Retail Space until August 19, 2001, and in the
event that Owner shall not have substantially completed the installation of the
same by such date, then Tenant shall not be required to pay Retail Space Fixed
Rent or payments under Article 23 with respect to the Retail Space (and shall be
credited with any such sums previously paid) with respect to the period
commencing on August 29, 2001 and ending on the date immediately preceding the
date upon which Owner shall have substantially completed the installation of the
storefront with respect to the Retail Space, both date inclusive. Owner shall
utilize commercially reasonable efforts in accordance with good construction
practice to expedite the completion of the base of the Retail Space storefront
(also referred to herein as the "storefront sill") in order to allow floor fill
to be placed in the Retail Space up to the base of the storefront, with it
understood that Owner shall not have any obligation, however, to employ labor at
overtime or other premium pay rates in connection with the same. Owner shall
install, promptly after a request by Tenant, at Owner's sole cost and expense, a
temporary fill pour stop so that Tenant may pour floor fill in the Retail

                                       9
<PAGE>

Space prior to such time as the storefront sill shall be completed. The Retail
Space Fixed Rent shall be payable by Tenant to Owner at the same time and in the
same manner as the Fixed Rent with respect to the Main Space, and all references
to "Fixed Rent" or "Fixed Rent under Article 1" in the Lease (other than in
paragraph 4a of the Third Amendment setting forth the Fixed Rent with respect to
the Main Space, and in Section 1.09 of the Lease) shall also be deemed to refer
to the Retail Space Fixed Rent.

         (e)      Subsection C of Section 1.03 of the Lease shall be applicable
to the Retail Space with the term "Commencement Date" being deemed to refer to
the Retail Rent Commencement Date and the term "Fixed Rent" being deemed to
refer to the "Retail Fixed Rent."

         (f)      As of the Retail Rent Commencement Date, Tenant's
Proportionate Share set forth in section 23.01E shall be increased by     except
that with respect to the provisions of Section 23.06A insofar as they relate to
the Retail Space and the increase of     in Tenant's Proportionate Share
applicable thereto, Tenant shall not be entitled to the benefits of the sentence
of said Section 23.06A beginning with the words "Solely with respect to the
period" so that in the computation of any increase in the Fixed Rent pursuant to
the provisions of Section 23.06A applicable to the Retail Space, there shall not
be deducted from the "Deemed Rental under the Ground Lease" prior to the
calculation of that portion of Tenant's Proportionate Share applicable to the
Retail Space with respect to the Deemed Rental under the Ground Lease, any "Site
3 ESAC Reimbursements" referred to in said sentence. Owner, in computing the
increase in the Fixed Rent applicable to the Retail Space by operation of the
provisions of Section 23.06, may include the computation for such increase in
the Fixed Rent applicable to the Retail Space on a separate portion of Owner's
Ground Lease Statement.

                                       10
<PAGE>

         (g)      Tenant shall not be entitled to any increase in Owner's Work
Contribution with respect to the Retail Space.

         (h)      The following sentence shall be inserted at the end of Section
                  29.02 of the Lease: "Notwithstanding the terms and conditions
                  of this Section 29.02, the Retail Space shall be cooled by the
                  chilled water air handling units provided by Tenant as part of
                  Tenant's Initial Installation, as reflected in Schedule 2 of
                  Addendum "A"."

                  4.       Addition of a portion of the 24th Floor to the
Demised Premises. As Tenant exercised Tenant's right under Article 39 to lease a
portion of office space for which Owner had received an offer from a third
party, and such leasing shall be on the terms and conditions of the Offered
Package with respect to such space, the Lease is hereby modified as follows:

         (a)      That portion of the twenty fourth (24th) floor of the Building
indicated by outlining and diagonal lines on the floor plan initialed by the
parties and annexed to this Agreement as Exhibit 3 (said portion of the twenty
fourth floor together with all appurtenances, fixtures, improvements, additions
and other property attached thereto or installed therein at the commencement of
the term applicable thereto, or at any time during said term, other than
Tenant's Personal Property is referred to as the "24th Floor Space") is hereby
leased by Tenant and added to the Demised Premises for a term commencing on the
Commencement Date and expiring on May 31, 2011. That portion of the Demised term
applicable to the 24th Floor Space is referred to as the "24th Floor Demised
Term". The Lease is hereby deemed modified as provided in this Agreement to give
effect to the addition of the 24th Floor Space to the Demised Premises for such
period. Tenant acknowledges that Owner has advised Tenant that the 24th Floor
Space has been leased to Bain & Company, Inc. ("Bain"), a tenant in the Building
pursuant to that Agreement of Lease, dated as of January 31, 2000 between

                                       11
<PAGE>

Owner, as owner and Bain, as tenant, and that Bain's leasing of the 24th Floor
Space shall commence on June 1, 2011.

         (b)      Notwithstanding the provisions of Section 1.05, at Owner's
election the 24th Floor Space shall comprise a separate Occupancy Unit or be
part of another Occupancy Unit. The obligations of Owner in Section 1.09 of the
Lease shall not apply with respect to the 24th Floor Space.

         (c)      For the 24th Floor Demised Term, the Demised Premises shall
include the 24th Floor Additional Space for all purposes of this Lease, except
as herein otherwise provided.

         (d)      In addition to Owner's obligations under Addendum A, Owner has
supplied and installed all demising partitioning required to make the 24th Floor
Space a self-contained rental unit and shall construct a common corridor of a
design and quality consistent with a corridor on a multi-tenanted floor in a
Class A office Building in midtown Manhattan.

         (e)      In addition to the Fixed Rent set forth in the Third Amendment
with respect to the Main Space, the 3rd Floor Fixed Rent and the Retail Space
Fixed Rent described herein, Tenant shall pay to Owner an annual rental rate
applicable to the 24th Floor Space (referred to as the "24th Floor Fixed Rent")
as set forth on Exhibit "4" with the obligation to commence such payment to
begin on the 24th Floor Rent Commencement Date (as hereinafter defined). Subject
to the terms and conditions of this Paragraph 4(e), the term "24th Floor Rent
Commencement Date" shall mean May 19, 2001. The 24th Floor Fixed Rent shall be
payable by Tenant to Owner at the same time in the same manner as the Fixed Rent
with respect to the Main Space, and all references to "Fixed Rent" or Fixed Rent
under Article I" in the Lease (other than in paragraph 4a of the Third Amendment
setting forth the Fixed Rent with respect to the Main Space, and in Section 1.09
of the Lease) shall also be deemed to refer to the 24th Floor Space Fixed Rent.
In addition, if by May 19, 2001, (i)

                                       12
<PAGE>

Owner has not delivered possession of the 24th Floor Space or (ii) the TCO Date
has not occurred, then the 24th Floor Rent Commencement Date shall be delayed by
one (1) day for each day in the period commencing on May 19, 2001 and ending on
the date immediately preceding the day which is later to occur of (x) the TCO
Date and (y) the date the 24th Floor Space shall be delivered to Tenant, both
dates inclusive.

         (f)      Subsection C of Section 1.03 of the Lease shall be applicable
to the 24th Floor Space with the term "Commencement Date" being deemed to refer
to the 24th Floor Rent Commencement Date" and the term "Fixed Rent" being deemed
to refer to the "24th Floor Fixed Rent".

         (g)      (i) As of the 24th Floor Rent Commencement Date, Tenant's
Proportionate Share set forth in Section 23.01E shall be increased by
("Tenant's 24th Floor Proportionate Share"), except that with respect to the
provisions of Section 23.06A insofar as they relate to the 24th Floor Space and
the increase of    in Tenant's Proportionate Share applicable thereto, Tenant
shall not be entitled to the benefits of the sentence of said Section 23.06 A
beginning with the words "Solely with respect to the period" so that in the
computation of any increase in the Fixed Rent pursuant to the provisions of
Section 23.06A applicable to the 24th Floor Space, there shall not be deducted
from the "Deemed Rental under the Ground Lease" prior to the calculation of that
portion of Tenant's Proportionate Share applicable to the 24th Floor Space with
respect to the Deemed Rental under the Ground Lease, any "Site 3 ESAC
Reimbursements" referred to in said sentence. Owner, in computing the increase
in the Fixed Rent applicable to the 24th Floor Space by operation of the
provisions of Section 23.06 shall include the computation for such increase in
the Fixed Rent applicable to the 24th Floor Space on a separate portion of
Owner's Ground Lease Statement.

                  (ii)     The following sentences shall be inserted at the end
of Section 23.04(A)(1)

                                       13
<PAGE>

of the Lease:

                  "In addition to the increase in the Fixed Rent set forth in
                  the immediately preceding sentence, the Fixed Rent for each
                  Escalation Year, any part of which shall occur during the 24th
                  Floor Demised Term, commencing with the Escalation Year during
                  which Tenant shall first commence the use and occupancy of any
                  portion of the Demised Premises for the conduct of its
                  business, shall be further increased by a sum equal to the
                  product of (x) Tenant's 24th Floor Proportionate share
                  multiplied by (y) the amount by which Operating Expenses in
                  such Escalation Year shall be in excess of Base Operating
                  Expenses. In calculating the sums due from Tenant to Owner
                  pursuant to the first sentence of this Section 23.04(A)(1),
                  the    increase in Tenant's Proportionate Share attributable
                  to the 24th Floor Space shall not be included in Tenant's
                  Proportionate Share. For the purposes of this Lease, the term
                  "Base Operating Expenses" shall mean the sum of    DOLLARS."

In the determination of any increase in the Fixed rent with respect to the 24th
Floor Space pursuant to the provisions of Section 23.04, notwithstanding any
terms and conditions of the Lease to the contrary, (a) Operating Expenses shall
include the actual costs and expenses to Owner of cleaning the office space in
the Building, and (b) in the event that Tenant, pursuant to Tenant's right under
Section 29.03 or any other agreement made after the date hereof between Owner
and Tenant, shall be entitled to provide cleaning to the Demised Premises rather
than have Owner provide the same, then in each Escalation Year in which Owner is
not obligated to provide such cleaning to the Demised

                                       14
<PAGE>

Premises, Operating Expenses shall be equitably adjusted by including such
additional costs and expenses as Owner would have incurred in cleaning the
Demised Premises, during the first one (1) year period in which the entire
Demised Premises (other than the Retail Space) was occupied for the conduct of
business, pursuant to Section 29.03(II) had such Section been in force and
effect.

                  (iii)    In calculating the sums owed to Owner pursuant to the
second (2nd) sentence of Section 23.06(A), the    increase in Tenant's
Proportionate Share attributable to the 24th Floor Space shall not be included
as part of Tenant's Proportionate Share. The following sentences shall be
inserted immediately following the third (3rd) sentence in Section 23.06(A):

                  "In addition to the increase in Fixed Rent set forth in the
                  second sentence of this Subsection A of Section 23.06, the
                  Fixed Rent for each Deemed Rental Escalation Year, any part of
                  which shall occur during the 24th Floor Demised Term, shall be
                  further increased by a sum equal to the product of (xx)
                  Tenant's 24th Floor Proportionate Share multiplied by (yy) the
                  amount by which the Deemed Rental under the Ground Lease
                  payable in any Deemed Rental Escalation Year shall be in
                  excess of the Base Deemed Rental under the Ground Lease." For
                  the purposes of this Lease, the term "Base Deemed Rental Under
                  the Ground Lease" shall mean the sum of

                  (iv)     The penultimate sentence of Subsection A of Section
23.06 of the Lease shall be amended by deleting the phrase "Tenant's
Proportionate Share" and inserting the phrase "Tenant's share due hereunder" in
lieu thereof.

                                       15
<PAGE>

                  (v)      Notwithstanding the terms and conditions of Section
23.07 of the Lease, as reflected in the provisions Paragraph 4(g)(ii) of this
Agreement and this Paragraph 4(g)(iii), the Lease shall not be a net lease only
with respect to the 24th Floor Space.

         (i)      On the expiration of the 24th Floor Demised Term, the 24th
Floor Space shall no longer be included within the Demised Premises and Tenant
shall vacate and surrender to Owner the 24th Floor Space in the same condition
as required pursuant to the provisions of Article 21 of the Lease and Tenant
expressly waives for itself and for any person claiming through or under Tenant,
any rights which Tenant or any such person may have under the provisions of
Section 2201 of the New York Civil Practice Law and Rules and of any similar law
of like import then in force in connection with any holdover summary proceedings
which Owner may institute to enforce the foregoing provisions of this Paragraph
4(i).

                                       16
<PAGE>

         (j)      In determining the "10 Year Space" as defined in Section 1.07,
the 24th Floor Space shall not be considered and accordingly, as of the date
hereof, the 10 Year Space shall be comprised of the 21st, 22nd and 23rd floors
of the Building

         (k)      Notwithstanding the terms and condition of Section 29.04, a
submeter to be installed by Owner shall measure Tenant's demand and consumption
of electrical energy in the 24th Floor Space and Owner shall bill Tenant monthly
therefor based on the actual cost of such electrical energy consumed in the 24th
Floor Space as shown on such submeter. Tenant shall pay Owner the actual cost of
the same within thirty (30) days after receipt of a bill for such energy.

         (l)      Supplementing the provisions of Section 29.06, the air
handling unit serving the 24th floor of the Building shall be connected to a
dedicated submeter which shall measure only the electricity consumed by such
unit. Based upon the electricity consumed in connection with the operation of
the air handling unit as shown on such submeter and Owner's actual cost for such
electricity, Owner shall determine, from time to time, the hourly cost of
providing electrical energy to the air handling unit serving the 24th floor of
the Building. In the event Tenant disputes such hourly charge, any such dispute
shall be determined by arbitration pursuant to Article 36. Tenant shall pay to
Owner, within thirty (30) days after receipt of a monthly bill therefor, fifty
percent (50%) of the product obtained by multiplying (x) such hourly charge by
(y) the number of hours constituting non-Overtime Periods in each month. In
addition, Tenant shall be responsible for paying to Owner a sum representing the
electrical energy consumed by the use of such air handling unit in connection
with any overtime HVAC use by Tenant in the 24th Floor Space, and accordingly,
in addition to paying to Owner the actual incremental out of pocket cost to
Owner of providing such overtime HVAC as set forth in Section 29.06, Tenant
shall pay an amount equal to (x) the per hour cost of providing

                                       17
<PAGE>

electrical energy to such air handling unit multiplied by (y) each hour for
which Tenant shall be provided with overtime HVAC services to the 24th Floor
Space. The provisions of Section 29.06 regarding the sharing of costs in the
event that another tenant in the same HVAC zone shall request overtime HVAC
services during the periods for which such services are requested by Tenant
shall apply with respect to the overtime HVAC services to the 24th Floor Space,
with it understood that the remainder of the twenty-fourth (24th) floor of the
Building shall be the only other space in the same HVAC zone as the 24th Floor
Space. Owner may bill Tenant monthly for the costs referred to in this clause
(l) and Tenant shall pay the same within thirty (30) days after receipt of a
bill therefor. In determining the "actual out of pocket incremental costs to
Owner" of providing overtime HVAC services, which costs are referred to in
Section 29.06 of the Lease, the costs of electricity to operate the air handling
unit serving the 24th Floor Space shall not be included in the calculation
thereof.

         (m)      During the 24th Floor Term, the rentable area of the 24th
Floor Space, which for purposes of this sentence shall be deemed to be 12,843
rentable square feet, shall be excluded from the numerator of the fraction
comprising the definition of Tenant's Cleaning Share, as referred to in
Subsection A of Section 23.04 of the Lease.

                  5.       ESAC CLARIFICATION. Notwithstanding the terms and
conditions of Section 3.07, the parties acknowledge that (a) at the present
time, Other Tenant Public Purpose Payments are not required to be paid pursuant
to the Ground Lease with respect to the costs incurred by tenants who build out
space in the Building and accordingly, in connection with the costs of work
performed by other tenants in the Building, there shall not be any
reimbursements to Owner of any Site 3 ESAC Reimbursements nor shall there be
Other Tenant Public Purpose Payments against which to offset Site 3 ESAC
Reimbursements, and (b) until other Tenant Public Purpose Payments shall be
required to

                                       18
<PAGE>

be paid pursuant to the Ground Lease in connection with such work performed by
tenants, Owner shall have no obligation to take any steps to obtain
reimbursements of ESACs in connection with the costs of such work. In addition,
Owner shall have no obligation to Tenant to perform work on behalf of other
tenants in the Building in order to be able to obtain reimbursements of ESACS
for the costs of such work.

                  6.       Tenant's Use of Dedicated Conduits. Owner agrees that
Tenant, at Tenant's sole cost and expense, may extend the 3rd Floor Access
Conduits (as hereinafter defined) and the Retail Space Access Conduits (as
hereinafter defined), which are currently accessible through Owner's security
cages in the sixth (6th) floor IDF rooms through which such conduits run, to the
Tenant's security cage in each of such sixth (6th) floor IDF rooms. The 3rd
Floor Access Conduits and Retail Space Access Conduits are collectively referred
to as the "Dedicated Conduits." Subsequent to the extension of the Dedicated
Conduits, Tenant may install and maintain telephone, telecommunications and data
transmission cabling, fiber optic and other similar low voltage cabling in (i)
the 3rd Floor Access Conduits from the sixth (6th) floor IDF rooms to the third
(3rd) floor IDF rooms and then bring the same to the Demised Premises on the
third (3rd) floor, and (ii) the Retail Space Access Conduits from the sixth
(6th) floor IDF room to the Retail Space, all in accordance with the terms and
conditions of the Lease, including without limitation Section 29.13. All work in
connection with the extension of the Dedicated Conduits and the installation and
maintenance of the cabling therein shall be made at Tenant's sole cost and
expense, subject to Tenant's right to payment of Owner's Work Contribution, and
in accordance with all terms and conditions of the Lease, including without
limitation, the provisions of Article 3 and Article 6. Tenant's comprehensive
public liability insurance shall include coverage as if the Dedicated Conduits
were located within the

                                       19
<PAGE>

Demised Premises. Owner shall not allow any other cabling to be placed in the
Dedicated Conduits. The term "3rd Floor Access Conduits" shall mean four (4)
four (4) inch conduits to be agreed upon by Owner and Tenant in writing prior to
the commencement of any work referred to in this Paragraph 6, two (2) of which
shall be among the conduits located in the Building shaft on the north side of
the Building, and two of which shall be among the conduits located in the
Building shaft on the south side of the Building. The term "Retail Space Access
Conduits" shall mean two (2) four (4) inch conduits to be agreed upon in writing
by Owner and Tenant prior to the commencement of any work referred to in this
Paragraph 6, which conduits shall be among the conduits located in the Building
shaft on the north side of the Building.

                  7.       Miscellaneous.

                                       20
<PAGE>

         (c)      Section 16.03 of the Lease shall be amended by deleting the
phase "and 51" and inserting the phrase ", 51 and 52" in lieu thereof.

         (d)      Paragraph 15(a) of the First Amendment shall be deleted and of
no force and effect, and in lieu thereof, the parties agree that (i) the term
"Tax Escalation Year" in each instance the same appears in the Lease shall be
deleted and the term "Deemed Rental Escalation Year" shall be inserted in lieu
thereof, (ii) the phrase "Escalation Year" set forth in Section 23.06 shall be
deleted and the phrase "Deemed Rental Escalation Year" shall be inserted in lieu
thereof, and (iii) the term "Deemed Rental Escalation Year" set forth in the
first sentence of Section 23.04(A)(2) (as amended by the First Amendment) shall
be deleted and the term "Escalation Year" shall be inserted in lieu thereof.

         (e)      Tenant's obligation set forth in the last complete sentence on
page 8 of Addendum A with respect to costs and expenses attributable to Tenant's
use of the freight elevators shall also apply to Tenant's use of passenger
elevators outfitted as freight elevators.

         (f)      Tenant agrees that Owner may commence removal of the Hoist on
March 1, 2001.

                  8.       No Broker. Each party represents and warrants to the
other party such party has not negotiated or otherwise dealt with any broker,
finder or any person entitled to any finder's fee or similar compensation in
connection with bringing about this Fourth Amendment other than

                                       21
<PAGE>

    the original brokers involved in connection with the execution and delivery
of the Lease (each referred to individually as a "Recognized Broker". Each party
hereto shall indemnify the other party hereto from all loss, cost, liability,
damage and expense, including, but not limited to, reasonable counsel fees and
disbursements, arising from any breach by the representing and warranting party
of its respective foregoing representation and warranty. Any commission owing to
each or any Recognized Broker in connection with the Lease, as amended by this
Fourth Amendment, shall be paid by Owner pursuant to a separate agreement.

                  9.       Ratification. Except to the extent hereinabove
expressly modified, the Lease is hereby ratified and confirmed in all respects.

                  10.      Execution Counterparts. This Fourth Amendment may be
executed in more than one (1) identical counterpart each of which when taken
together shall constitute an original of one and the same agreement.

                            (SIGNATURE PAGE FOLLOWS)

                                       22
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals onto this Fourth Amendment as of the day and year first above written.

                             3 TIMES SQUARE ASSOCIATES, LLC
                             By:  Rudin Times Square Associates, LLC

                                  By: Rudin Times Square L.P.
                                      its Managing Member

                                      By:  Rudin Times Square GP, LLC,
                                           its General Partner

                                           By:
                                              ----------------------------------
                                                            , Managing Member

                             REUTERS C CORP.

                             By:   /s/ K MARSHALL
                                -----------------------------------
                                   Name:
                                   Title:

                                       23
<PAGE>

                  FIFTH AMENDMENT OF LEASE (this "Fifth Amendment" or this
"Agreement") dated as of the 29th day of October, 2001 between 3 TIMES SQUARE
ASSOCIATES, LLC, a Delaware limited liability company having its principal
office at 34 Park Avenue, Borough of Manhattan, City, County and State of New
York, as landlord (referred to as "Owner"), and REUTERS C CORP. (f/k/a Instinet
Corporation), a Delaware corporation, having its principal office at 3 Times
Square, New York, New York, as tenant (referred to as "Tenant").

                              W I T N E S S E T H :

                  WHEREAS, Owner and Tenant entered into that Agreement of
Lease, dated as of February 18, 1998 as supplemented by that letter agreement
dated February 18, 1998 (the "Original Lease") and as amended by First Amendment
of Lease dated as of June 30, 1998 (the "First Amendment"), that Second
Amendment of Lease, dated as of July 1, 1998 (the "Second Amendment"), that
Third Amendment of Lease, dated as of March 31, 2000 (the "Third Amendment"),
and that Fourth Amendment of Lease, dated as of November 28, 2000 (the "Fourth
Amendment"), said lease, as so amended, the "Lease") which now affects a portion
of the second cellar, a portion of the ground level and entire 4th-23rd floors
and the 30th floor (collectively, the "Demised Premises") of the building (the
"Building") known as 3 Times Square, New York, New York; and

                  WHEREAS, Owner and Tenant desire to more clearly identify the
storage space on the second cellar level of the Building which Tenant is leasing
pursuant to Article 47 of the Lease;

                  WHEREAS, Owner and Tenant desire that Tenant shall lease
additional space in the second cellar level of the Building on terms and
conditions more specifically set forth herein;

                  WHEREAS, the parties wish to confirm the 10 Year Surrender
Date and the definition of the 10 Year Space (both as defined in the Lease); and

<PAGE>

                  WHEREAS, Owner and Tenant desire to set forth all of the
modifications to the Lease as a result of all the foregoing and make certain
amendments and technical corrections to the Lease, as more particularly set
forth herein.

                  NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree as follows:

                  1.       Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to them in the Lease.

                  2.       Second Cellar Floor Space. Owner and Tenant hereby
acknowledge that pursuant to Article 47 of the Lease, Tenant is entitled to
lease a portion of the second cellar level of the Building without the payment
of Fixed Rent or increases thereto pursuant to Article 23 of the Lease, and that
Tenant shall desire to lease an additional space on such floor for which Tenant
has agreed to make certain rental payments. Accordingly, the parties agree as
follows:

         (a)      The portion of the second cellar indicated by outlining and
diagonal markings on Exhibit "1" attached hereto and made a part hereof (which
is referred to thereon and herein as Tenant Storage A) together with all
appurtenances, fixtures, improvements, additions and other property attached
thereto or installed therein at the commencement of the term applicable thereto,
or at any time during said term, other than Tenant's Personal Property shall
constitute the Storage Space referred to in Article 47 of the Lease.

         (b)      Owner hereby leases to Tenant and Tenant hereby hires from
Owner the further portions of the second cellar indicated by outlining and
diagonal markings on Exhibit "2" attached hereto and made a part hereof, and
referred to thereon (and herein) respectively, as Tenant Storage B and Tenant
Storage C, (said spaces together with all appurtances, fixtures, improvements,
additions and other property attached thereto or installed therein at the
commencement of the term applicable thereto, or at any time during said term,
other than Tenant's Personal Property is collectively referred to as the
"Additional Storage Space") for

                                       2
<PAGE>

a term which commenced on the Additional Storage Space Commencement Date and
ending on the Expiration Date. The term "Additional Storage Space Commencement
Date" shall mean September 1, 2001. Tenant acknowledges that Owner has installed
demising partitions such that each of the portions of the Additional Storage
Space referred to on Exhibit "2" (and herein) as Tenant Storage B and Tenant
Storage C is a self enclosed rental unit.

         (c)      Tenant may only use Storage Space and Additional Storage Space
for back office use and storage incidental to Tenant's use of the remainder of
the Demised Premises, provided that such use does not violate the Certificate of
Occupancy covering the second cellar level of the Building. Pursuant to Section
15.02 of the Lease, Owner shall use reasonable efforts, at Owner's sole cost and
expense, to amend the Certificate of Occupancy to provide that at least 146
people may use such second cellar level of the Building for office use. Owner
shall promptly make an application for such amendment after Tenant shall have
submitted to Owner all requisite sign-offs from all necessary Governmental
Authorities which are needed to obtain the same, which sign-offs Tenant shall
submit to Owner subsequent to the substantial completion of Tenant's work in the
Storage Space and Additional Storage Space to equip the same for Tenant's use.
Tenant acknowledges that one of Owner's base building a/c units is mounted to
the ceiling of the portion of the Additional Storage Space referred to as Tenant
Storage B and Owner shall need access thereto on a daily basis. Accordingly,
Tenant agrees that in addition to Owner's rights of access in Section 13.01,
Owner shall have the right to enter Tenant Storage B on a daily basis, without
notice, for the purposes of maintaining, repairing and/or replacing said a/c
unit or any replacements thereof. Such access shall otherwise be subject to the
terms and conditions of the Lease. In addition, Tenant shall not make any
Alterations (such as, for example, the installation of plaster ceiling) or
utilize Tenant Storage B in a manner which shall adversely affect Owner's
ability to gain access to such a/c unit. To the extent that Tenant installs any
ceiling in Tenant Storage B, the portion of the same within a certain radius (to
be mutually agreed upon between Owner and Tenant, each acting reasonably) of the
a/c unit must be a lift-up panel ceiling with 2 ft. by 2 ft. or 2 ft. by 4

                                       3
<PAGE>

ft. lift out panels (or other similar type of ceiling first approved by Owner)
to enable Owner to obtain such daily access to such a/c unit.

         d)       Subsection C of Section 1.03 of the Lease shall be applicable
to the Additional Storage Space with the term "Commencement Date" being deemed
to refer to the Additional Storage Space Rent Commencement Date and the term
"Fixed Rent" being deemed to refer to the Additional Storage Space Fixed Rent.

         (e)      The terms and conditions of Section 1.05 and Section 1.09 of
the Lease shall not apply with respect to the Storage Space or Additional
Storage Space.

         (f)      Owner and Tenant acknowledge that (i) Tenant is in possession
of the Storage Space and Additional Storage Space and (ii) Owner shall have no
obligation to perform any work or make any installations to prepare the Storage
Space or Additional Storage Space for Tenant's occupancy, however, Owner shall
reimburse Tenant either by payment to Tenant or a credit against the next
installment of Additional Storage Space Fixed Rent for fifty percent (50%) of
Tenant's reasonable out-of-pocket costs and expenses in connection with
relocating the one (1) single set of double doors and other door, which as of
the date hereof, lead into Tenant Storage C to the locations designated by
Tenant on that certain subcellar construction plan drawing no. A-SC-1 dated
10/29/01 as part of bulletin #15 produced by Swanke Hayden Connell Architects.

         (g)      In addition to the Fixed Rent set forth in the Third Amendment
with respect to the Main Space, and 3rd Floor Fixed Rent, Retail Space Fixed
Rent, and 24th Floor Fixed Rent all as described in the Fourth Amendment, Tenant
shall pay to Owner an annual rental applicable to the Additional Storage Space
(referred to as the "Additional Storage Space Fixed Rent") as set forth on
Exhibit "3", attached hereto and made a part hereof, with the obligation to
commence such payment having begun on the Additional Storage Space Commencement
Date. Such Additional Storage Space Fixed Rent does not include rental for 782
sf of the 1094 sf, which 1094 sf solely for the purposes of determining Tenant's
rental obligations

                                       4
<PAGE>

hereunder, are deemed to comprise Tenant Storage B. Tenant shall not be required
to make payments pursuant to Article 23 with respect to the Storage Space or
Additional Storage Space. The Additional Storage Space Fixed Rent shall be
payable by Tenant to Owner at the same time and in the same manner as the Fixed
Rent with respect to the Main Space, and all references to "Fixed Rent" or
"Fixed Rent under Article 1" in the Lease (other than in paragraph 4a of the
Third Amendment setting forth the Fixed Rent with respect to the Main Space, or
provisions of the Fourth Amendment describing the Fixed Rent with respect to
other portions of the Demised Premises) shall also be deemed to refer to the
Additional Storage Space Fixed Rent.

         (h)      Tenant shall reimburse Owner, upon request, for all expenses
arising from the provision of all services that Owner may provide to the
Additional Storage Space. Subject to the terms and conditions of Paragraph 3
hereof, Tenant agrees that Owner shall not be required to provide any services
to the Additional Storage Space except for lighting and heating, and, at Owner's
election, air conditioning.

         (i)      The Additional Storage Space shall be deemed included within
the Demised Premises for all purposes of this Lease except as otherwise set
forth herein. Supplementing the provisions of Section 103(A)(ii), and Paragraph
7(b) of the Fourth Amendment, the rental rates used to determine the Fixed Rent
with respect to the Additional Storage Space are as set forth in Exhibit "3"
with it understood that there shall be no Fixed Rent attributable to 782 sf of
the Tenant Storage B. In each circumstance where the Lease provides that an
allocation, apportionment or reduction in Fixed Rent is to be made based upon
the allocation of Fixed Rent set forth in Section 1.03A(ii) of the Lease, such
allocation, apportionment or reduction (x) with respect to the Tenant Storage C
portion of the Additional Storage Space, shall be made by taking into account
the rental rates set forth on Exhibit "3" referred to therein as the Rental
Rates and (y) with respect to the Tenant Storage B portion of the Additional
Storage Space, shall be made by taking into account the rental rates referred to
as the "Blended Rates" set forth on Exhibit "3". Accordingly, the parties agree
that for the sole purposes of determining with respect to Tenant Storage B, the
amount of (i) a rent abatement pursuant to

                                       5
<PAGE>

Article 9 or Section 13.09, and/or (ii) a rent abatement or diminution of Fixed
Rent pursuant to Article 10, the rental rates shall be based on the Blended
Rates. Since Tenant shall not pay any fixed rental with respect to the Storage
Space, in no event shall there ever be a rent allocation, apportionment or
reduction of fixed rent with respect to the Storage Space. Tenant acknowledges
that Tenant's leasing of (a) Tenant Storage B, without the obligation to pay
fixed rental with respect to 782 sf of Tenant Storage B and (b) the Storage
Space, shall satisfy Owner's obligation in the first sentence of Section 47.01
with respect to the amount of space in the second cellar of the Building which
Tenant is entitled to lease without the payment of fixed rent.

         (j)      Tenant shall not be entitled to sublet the Storage Space or
Storage Space or any portion thereof, except in connection with a subletting of
another portion of the Demised Premises.

         (k)      The parties agree that their respective rights and obligations
regarding Owner's Profits and/or Tenant's Profits with respect to the Storage
Space shall be governed in accordance with Section 11.03(C)(I), as if the
Storage Space were part of the 20 Year Office Space. Subject to the terms and
conditions of this Paragraph 2(k), the parties respective rights and obligations
regarding Owner's Profits and/or Tenant's Profits with respect to the Additional
Storage Space shall be governed based on the same provisions of Section 11.03
which shall be applicable to the portion of the Demised Premises with which such
Additional Storage Space is sublet. In determining the Owner's profits and
Tenant's Profits with respect to the portion of the Additional Space referred to
as Tenant Storage B, the Rental Rates set forth on Exhibit "3" (rather than the
Blended Rental Rates) shall be utilized, and Owner's Profits and Tenant's
Profits shall be calculated by assuming that Tenant shall be paying Fixed Rent
at such rates with respect to the entire Tenant Storage B, provided, however,
that since Tenant shall only be obligated to pay fixed rental with respect to
28.5% of the Tenant Storage B (28.5% being the fraction expressed as a
percentage of 312 divided by 1094), Owner shall only be entitled to have 28.5%
of Tenant's Profits or Owner's Profits attributable to the leasing of Tenant
Storage B considered for sharing under the applicable provisions of Section
11.03C. The remaining 71.5% of any Owner's Profits and/or Tenant's Profits with
respect to Tenant Storage B shall

                                       6
<PAGE>

be governed in accordance with Section 11.03(C)(I) of the Lease as if Tenant
Storage B were part of the 20 Year Office Space.

         (l)      Tenant shall not be entitled to any increase in Owner's Work
Contribution with respect to the Storage Space or Additional Storage Space.

         (m)      In calculating the number of rental square feet in which
Tenant (or Tenant and its subsidiaries and affiliates) are in occupancy for the
purposes of the occupancy tests set forth in Section 13.01B1, Section 39.03,
Section 41.01, and Section 42.01 of the Lease, no square footage shall be
included in such calculation with respect to the Storage Space or the Additional
Storage Space.

                  3.       Electricity Regarding the Additional Storage Space.
(a) During the period commencing on the Additional Storage Space Commencement
Date and ending on the Change-Over Date (as defined herein) Owner, at Owner's
expense, shall redistribute or furnish electrical energy to or for the use of
Tenant in the Additional Storage Space for the operation of the lighting
fixtures and the electrical receptacles installed therein on the date hereof,
subject to the terms and conditions of this Paragraph 3. During the period
commencing on the Additional Storage Space Commencement Date and ending on the
sooner of the Change-Over Date or November 20, 2001, there shall be no charge to
Tenant for the service of redistributing or furnishing such electrical energy to
the Additional Storage Space.

         (b)      Tenant shall perform Alterations such that the electricity to
the Additional Storage Space shall be provided directly by the corporation or
entity (currently Con Edison) which is providing electricity to the remainder of
the Demised Premises (such Alterations, the "Electric Alterations"), and
accordingly, such consumption of electricity in the Additional Storage Space
shall be measured on one of the other meters which also measures Tenant's
electrical energy use in another portion of the Demised Premises or on another
meter installed by Tenant as part of the Electric Alterations. The Electrical
Alterations shall be performed at Tenant's sole cost and expense in accordance
with the terms and conditions of the Lease, including without limitation Article
3 and Article 6. Tenant hereby agrees that Tenant shall substantially complete

                                       7
<PAGE>

the Electrical Alterations on or prior to November 20, 2001, and that upon the
substantial completion of the performance of the Electrical Alterations,
Tenant's consumption of electrical energy in the Additional Storage Space shall
be measured on one of the other meters measuring Tenant's use of electrical
energy in another portion of the Demised Premises or on another meter installed
by Tenant. The term "Change-Over Date" shall mean the date upon which all of the
electricity consumed in the Additional Storage Space shall be supplied on a
direct metered basis from another portion of the Demised Premises and Tenant's
use of such electrical energy in the Additional Storage Space shall be measured
on a metered basis on one of the other meters which measure Tenant's electrical
energy use in another portion of the Demised Premises or on an additional meter
installed by Tenant. Tenant shall notify Owner on the Change-Over Date that the
same has occurred (which notice, notwithstanding anything to the contrary in the
Lease, may be given orally to Mr. Dick Concannon). Without limiting Tenant's
obligation to perform such Electric Alterations on or before November 20, 2001,
in the event that the Change-Over Date shall not occur on or prior to November
20, 2001, then with respect to such period commencing on November 21, 2001 and
ending on the Change-Over Date, Tenant shall pay to Owner, in addition to the
Additional Storage Space Fixed Rent, additional rent with respect to such
electrical consumption, at the rate of the sum of                   , per annum
(such sum the "Electrical Additional Rent"). Any Electric Additional Rent owing
to Owner shall be paid to Owner in monthly installments at such time and in the
same manner as the payment of the Additional Storage Space Fixed Rent. During
any period when Tenant is obligated to pay Electrical Additional Rent, Owner may
increase Electric Additional Rent, from time to time, based on Tenant's actual
consumption of electrical energy and the actual cost to Owner of obtaining such
energy.

         (c)      Upon the request of either party, the other shall execute an
agreement in form and substance reasonably satisfactory confirming that
Change-Over Date, however, in the event that either Owner and Tenant shall fail
to do so, such failure shall not vitiate the provisions of this Paragraph 3. In
the event that

                                       8
<PAGE>

the Change-Over Date shall not occur on the last day of a calendar month and
Tenant shall have paid a monthly installment of the Electrical Additional Rent
with respect to such month in which the Change-Over Date shall occur, then
Electric Additional Rent for such month shall be equitably adjusted and Owner
shall either reimburse Tenant for such overpayment or provide Tenant with a
credit for any monies owing to Tenant against the next installment of Fixed Rent
so owing by Tenant. The provisions of Section 29.04 A of the Lease pertaining to
Owner's obligation to submeter electrical consumption in Partial Space shall be
inapplicable with respect to the Storage Space and Additional Storage Space.

                  4.       10 year Space. (a) The parties agree that the 10 Year
Surrender Date shall be November 30, 2011. In the event that Tenant shall not
exercise the renewal right set forth in Section 1.08 with respect to the entire
10 Year Space, then for the period from June 1, 2011 to November 30, 2011, both
dates inclusive, the Fixed Rent with respect to the Main Space shall be
increased by an amount equal to the product of     Dollars multiplied by the
number of rentable square feet of the 10 Year Space or portion thereof not so
renewed, with such calculation based upon the number of rentable square feet set
forth on Exhibit "B" of the Lease. It is understood and acknowledged that the
Lease currently provides for the payment of Fixed Rent for such period with
respect to any portions of the 10 Year Space which Tenant shall lease pursuant
to Section 1.08 of the Lease for a period subsequent to the 10 Year Surrender
Date.

         (b)      The parties agree that the definition of the 10 Year Space set
forth in 1.07 of the Lease shall be amended and restated in its entirety as
follows: "The term "10 Year Space" shall mean of    the Demised Premises, which
shall be comprised of     the Demised Premises that is contiguous to two (2)
other full floors which are part of the Demised Premises and (ii) the two (2)
floors which are contiguous to each other and to

                                       9
<PAGE>

24th floor, and the entire 21st, 22nd and 23rd floors, then the 10 Year Space
would be the entire 21st, 22nd, and 23rd floors of the Building.

                  5.       Intentionally Omitted.

                  6.       Access to 2nd Floor Space: In the event that Owner
shall lease, license or otherwise permit the occupancy of the entire second
(2nd) floor of the Building or the northerly portion thereof to any other party,
Tenant agrees that Owner may open any sealed elevator shafts necessary to enable
the elevators in the low-rise elevator bank to service the second (2nd) floor of
the Building, and may program the elevators in the low rise elevator bank to
serve the second (2nd) floor of the Building, without such agreement by Tenant
obviating Owner's obligation under Section 29.01 of the Lease to provide
passenger elevator service to Tenant at the level set forth in the
specifications listed on Schedule 2 to Addendum A of the Lease.

                  7.       Technical Modifications: (a) The phrase "taking
into account the allocations of Fixed Rent for such portion of the Demised
Premises set forth in Section 1.03(A)(ii)" shall be inserted at the end of the
second (2nd) sentence of Section 10.01.

         (b)      Any abatement of Fixed Rent resulting from the application of
Section 13.09 of the Lease shall be made taking into account the allocations of
Fixed Rent for the various portions of the Demised Premises as set forth in
Section 1.03(A)(ii). The blended rental rates referred to in Paragraph 5 of the
Second Amendment shall also be applicable for any rent abatement under Section
13.09 of the Lease.

                  8.       No Broker. Each party represents and warrants to the
other party such party has not negotiated or otherwise dealt with any broker,
finder or any person entitled to any finder's fee or similar compensation in
connection with bringing about this Fifth Amendment. Each party hereto shall
indemnify the other party hereto from all loss, cost, liability, damage and
expense, including, but not limited to, reasonable counsel fees and
disbursements, arising from any breach by the representing and warranting party
of its respective foregoing representation and warranty.

                                       10
<PAGE>

                  9.       Ratification. Except to the extent hereinabove
expressly modified, the Lease is hereby ratified and confirmed in all respects.

                  10.      Execution Counterparts. This Fifth Amendment may be
executed in more than one (1) identical counterpart each of which when taken
together shall constitute an original of one and the same agreement.

                            (SIGNATURE PAGE FOLLOWS)

                                       11
<PAGE>

[Signature Page to
Fifth Amendment of Lease]

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals onto this Fifth Amendment as of the day and year first above written.

                              3 TIMES SQUARE ASSOCIATES, LLC
                              By: Rudin Times Square Associates, LLC

                                  By: Rudin Times Square L.P.,
                                      its Managing Member

                                      By: Rudin Times Square GP, LLC,
                                          its General Partner

                                          By: /s/ WILLIAM C. REILLY
                                              ----------------------------------
                                              William C. Reilly, Managing Member

                              REUTERS CORP.

                              By: /s/ GLENN J. ELLIOTT
                                  ---------------------------------
                                  Name:  Glenn J. Elliott
                                  Title: President

                                       12
<PAGE>

State of New York          )
                           : ss
County of New York         )

On the 29th day of November, in the year 2001, before me, the undersigned,
personally appeared Glenn Elliott, personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.

                       /s/ ROCHELLE FRIEDLICH
                       ---------------------------------------------------------
                       (Signature and Office of individual taking acknowledgment

                          Rochelle Friedlich
                   Notary Public, State of New York
                            No. 31-4856376
                     Qualified in New York County
                   Commission Expires March 17, 2002

                                       13
<PAGE>

                  SIXTH AMENDMENT OF LEASE (this "Sixth Amendment" or this
"Agreement") dated as of the 1st day of November, 2001 between 3 TIMES SQUARE
ASSOCIATES, LLC, a Delaware limited liability company having its principal
office at 345 Park Avenue, Borough of Manhattan, City, County and State of New
York, as landlord (referred to as "Owner"), and REUTERS C CORP. (f/k/a Instinet
Corporation), a Delaware corporation, having its principal office at 3 Times
Square, New York, New York, as tenant (referred to as "Tenant").

                              W I T N E S S E T H:

                  WHEREAS, Owner and Tenant entered into that Agreement of
Lease, dated as of February 18, 1998 as supplemented by that letter agreement
dated February 18, 1998 (the "Original Lease") and as amended by that First
Amendment of Lease dated as of June 30, 1998 (the "First Amendment"), that
Second Amendment of Lease, dated as of July 1, 1998 (the "Second Amendment"),
that Third Amendment of Lease, dated as of March 31, 2000 (the "Third
Amendment"), that Fourth Amendment of Lease, dated as of November 28, 2000 (the
"Fourth Amendment") and that Fifth Amendment of Lease dated as of October 29,
2001 (the "Fifth Amendment"; said lease, as so amended, the "Lease") which now
affects portions of the second cellar, a portion of the ground level and entire
4th-23rd floors and the 30th floor (collectively, the "Demised Premises") of the
building (the "Building") known as 3 Times Square, New York, New York; and

                  WHEREAS, Owner and Tenant desire that Tenant shall lease a
portion of the second (2nd) floor of the Building and on terms and conditions
specifically set forth herein; and

                  WHEREAS, Owner and Tenant desire to set forth all of the
modifications to the Lease as a result of the foregoing and make certain
amendments and technical corrections to the Lease, as more particularly set
forth herein.

                  NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledge, the parties

<PAGE>

hereto covenant and agree as follows:

                  1.       DEFINED TERMS. Capitalized terms used but not defined
herein shall have the respective meanings ascribed to them in the Lease.

                  2.       ADDITION OF A PORTION OF THE 2ND FLOOR TO THE DEMISED
PREMISES. Owner and Tenant hereby agree that Tenant shall lease a portion of the
rentable area of the second (2nd) floor of the Building on the terms and
conditions set forth herein, and the Lease is hereby modified as follows:

         (a)      That portion of the second (2nd) floor of the Building
indicated by outlining and diagonal lines (and not the dark shading) on the
floor plan initialed by the parties and annexed to this Agreement and made a
part hereof as Exhibit "1" (said portion of the second (2nd) floor together with
all appurtenances, fixtures, improvements, additions and other property attached
thereto or installed therein at the commencement of the term applicable thereto,
or at any time during said term, other than Tenant's Personal Property is
referred to as the "2nd Floor Space") is hereby leased by Tenant and added to
the Demised Premises for a term commencing on the 2nd Floor Commencement Date
(as hereinafter defined) and ending on the Expiration Date. The Lease is hereby
deemed modified as provided in this Agreement to give effect to the addition of
the 2nd Floor Space to the Demised Premises.

         (b)      The provisions of Section 1.05 and 1.09 of the Lease shall be
inapplicable with respect to the 2nd Floor Space.

         (c)      Commencing on the 2nd Floor Commencement Date and for the
remainder of the Demised Term, the Demised Premises shall include the 2nd Floor
Space for all purposes of this Lease, except as herein otherwise provided.

         (d)      (1) Owner shall perform the same work with respect to the 2nd
Floor Space as was required by Owner under Addendum A of the Lease with respect
to the other office floors leased by Tenant (other than the performance of any
work pertaining to (x) a ROX system and (y) finishes in the elevator lobby
opening onto the 2nd Floor Space, which work shall both be Tenant's sole
responsibility, subject to Owner's

                                       2
<PAGE>

obligations regarding the Lobby Allowance [as defined herein]), with it
understood that such work under Addendum A may be modified, in a manner similar
to how the work performed by Owner with respect to the 24th Floor Space was
modified, to reflect that the 2nd Floor Space shall be less than a full floor in
the Building. Accordingly and without limitation of the immediately preceding
sentence, while it is agreed that Owner shall install the one (1) men's and one
(1) women's bathroom as called for in Addendum A, within the 2nd Floor Space (in
lieu of common bathrooms for the corridor as was done on the twenty-fourth
(24th) floor of the Building), the number of fixtures shall be reduced equitably
to account for the fact that the 2nd Floor Space shall be less than an entire
floor, but in no event shall the number of fixtures installed be less than the
number required by applicable Legal Requirements. In addition to Owner's
obligations to perform such Addendum A work, Owner's only other obligation to
perform any work or make any installations to prepare the 2nd Floor Space for
Tenant's occupancy shall be to (i) supply and install all demising partitioning
required to make the 2nd Floor Space a self-contained rental unit, (ii) remove
all Owner's construction shanties located in the 2nd Floor Space, and repair any
damage to the 2nd Floor space caused by such removal, (iii) open any sealed
elevator shafts necessary to enable the elevators in the low-rise elevator bank
to service the 2nd Floor Space, (iv) enclose with sheetrock the two (2) open
pipe galleries presently located on the wall which is north of and backs up
against the north line of elevators in the low-rise elevator bank, securing the
sheetrock as closely to such wall as is practicable using good construction
practice and (v) deliver possession of the 2nd Floor Space to Tenant in broom
clean condition (all such work set forth in this Paragraph 2(d)(1) referred to
as the "Owner's 2nd Floor Work").

                  (2) Subject to the terms and conditions of the Lease,
Tenant shall have the right to enter the 2nd Floor Space prior to the 2nd Floor
Commencement Date to perform Tenant's work to initially prepare the 2nd Floor
for Tenant's occupancy ("Tenant's 2nd Floor Work"), provided that the
performance by Tenant of the same shall not interfere with or delay or
performance by Owner of Owner's 2nd Floor Work. Owner and Tenant shall cooperate
in the coordination of Owner's 2nd Floor Work and Tenant's 2nd Floor Work in

                                       3
<PAGE>

accordance with good construction practice so that both may be completed in a
timely and efficient manner without interference or delay to the other (to the
extent reasonably practicable), with it understood that in the event of a
conflict, the performance of Owner's 2nd Floor Work shall be given priority. The
term "Tenant 2nd Floor Delay" shall mean any actual delay which Owner encounters
in the performance of Owner's 2nd Floor Work if and to the extent such delay is
caused by any act of Tenant, or where Tenant has an affirmative obligation to
act pursuant to the Lease, by an omission of Tenant.

         (e)      The 2nd Floor Commencement Date shall be the date fixed in a
notice by Owner to Tenant which date shall not be sooner than five (5) days
following the giving of such notice stating that Owner has or by the 2nd Floor
Commencement Date set forth in such notice shall have substantially completed
Owner's 2nd Floor Work. If by the date fixed in such notice, Owner's 2nd Floor
Work shall not have been substantially completed, then such notice shall have no
force and effect, and the 2nd Floor Commencement Date shall be the dated fixed
by Owner in such further notice not sooner than five (5) days following the date
of giving of such further notice, provided Owner's 2nd Floor Wok shall then be
substantially completed.

         (f)      In addition to (i) the Fixed Rent set forth in the Third
Amendment with respect to the Main Space, (ii) the 3rd Floor Fixed Rent, the
Retail Space Fixed Rent and the 24th Floor Fixed Rent, all set forth in the
Fourth Amendment, and (iii) the Additional Storage Space Fixed Rent as set forth
in the Fifth Amendment, Tenant shall pay to Owner an annual rental rate
applicable to the 2nd Floor Space (referred to as the "2nd Floor Fixed Rent") as
set forth on Exhibit "2" attached hereto and made a part hereof with the
obligation to commence such payment to begin on the 2nd Floor Rent Commencement
Date (as hereinafter defined). Subject to the terms and conditions of this
Paragraph 2, the term "2nd Floor Rent Commencement Date" shall mean January 1,
2003. The 2nd Floor Fixed Rent shall be payable by Tenant to Owner at the same
time and in the same manner as the Fixed Rent with respect to the Main Space,
and all references to "Fixed Rent" or "Fixed Rent under Article 1" in the Lease
(other than in paragraph 4a of the Third Amendment setting forth the Fixed Rent
with respect to the Main Space and provisions of the Fourth

                                       4
<PAGE>

Amendment describing the Fixed Rent with respect to other portions of the
Demised Premises) shall also be deemed to refer to the 2nd Floor Space Fixed
Rent.

         (g)      In the event that the 2nd Floor Commencement Date shall not
have occurred on or prior to May 15, 2002, as the same shall be extended as set
forth in the immediately following two (2) sentences, one (1) day for each day,
if any, of Tenant 2nd Floor Delay and/or delay due to a Force Majeure Event
(such May 15, 2002 date, as the same may be so extended, referred to as the
"Delivery Deadline"), then the 2nd Floor Rent Commencement Date shall be delayed
by one (1) day for each day in the period commencing on the Delivery Deadline
and ending on the date immediately preceding the 2nd Floor Commencement Date,
both dates inclusive. In the event of a Tenant 2nd Floor Delay, the May 15, 2002
date, for the imposition of a delay in the 2nd Floor Rent Commencement Date
under certain circumstances, shall be extended one (1) day for each day of the
Tenant 2nd Floor Delay, commencing on the date that Owner shall notify Tenant of
such Tenant 2nd Floor Delay (which notice may be oral to Mr. Glenn Elliott,
notwithstanding any of the terms and conditions of the Lease). In the event of a
delay in the 2nd Floor Commencement Date due to any Force Majeure Event, the May
15, 2002 date, for the imposition of a delay in the 2nd Floor Rent Commencement
Date under certain circumstances, shall be extended one (1) day for each day of
such delay due to any Force Majeure Event. If there is any day whereby the 2nd
Floor Commencement Date is delayed and on such day there is both a Tenant 2nd
Floor Delay and Force Majeure Event, the May 15, 2002 date shall be extended
only one (1) day for such day of delay. Owner shall promptly notify Tenant of
the occurrence of any Force Majeure Event delaying the 2nd Floor Commencement
Date. The 2nd Floor Rent Commencement Date may also be extended pursuant to
Paragraph 2(r).

         (h)      Subsection C of Section 1.03 of the Lease shall be applicable
to the 2nd Floor Space with the term "Commencement Date" being deemed to refer
to the "2nd Floor Rent Commencement Date" and the term "Fixed Rent" being deemed
to refer to the "2nd Floor Fixed Rent".

         (i)      (i) As of the 2nd Floor Rent Commencement Date, Tenant's
Proportionate Share set forth in

                                       5
<PAGE>

Section 23.01E shall be increased by ("Tenant's 2nd Floor Proportionate Share"),
except that with respect to the provisions of Section 23.06A insofar as they
relate to the 2nd Floor Space and the increase of 1.4336% in Tenant's
Proportionate Share applicable thereto, Tenant shall not be entitled to the
benefits of the sentence of said Section 23.06A beginning with the words "Solely
with respect to the period" so that in the computation of any increase in the
Fixed Rent pursuant to the provisions of Section 23.06A applicable to the 2nd
Floor Space, there shall not be deducted from the "Deemed Rental under the
Ground Lease" prior to the calculation of that portion of Tenant's Proportionate
Share applicable to the 2nd Floor Space with respect to the Deemed Rental under
the Ground Lease, any "Site 3 ESAC Reimbursements" referred to in said sentence.
Owner, in computing the increase in the Fixed Rent applicable to the 2nd Floor
Space by operation of the provisions of Section 23.06 shall include the
computation for such increase in the Fixed Rent applicable to the 2nd Floor
Space on a separate portion of the Owner's Ground Lease Statement.

                  (ii)     The following sentences shall be inserted at the end
         of Section 23.04(A)(1) of the Lease: "In addition to the increase in
         the Fixed Rent set forth in the preceding sentences of this Section
         23.04A(1), commencing on the 2nd Floor Rent Commencement Date, the
         Fixed Rent for each Escalation Year, any part of which shall occur
         during the Demised Term, commencing with the Escalation Year during
         which Tenant shall first commence the use and occupancy of any portion
         of the Demised Premises for the conduct of its business, shall be
         further increased, by a sum equal to the product of (x) Tenant's 2nd
         Floor Proportionate Share multiplied by (y) the amount by which
         Operating Expenses in such Escalation Year shall be in excess of the
         Operating Expenses for the calendar year 2002. In calculating the sums
         due from Tenant to Owner pursuant to the first sentence of this Section
         23.04(A)(1), the     increase in Tenant's Proportionate Share
         attributable to the 2nd Floor Space shall not be included in Tenant's
         Proportionate Share."

In the determination of any increase in the Fixed Rent with respect to the 2nd
Floor Space pursuant to the

                                       6
<PAGE>

provisions of Section 23.04, notwithstanding any terms and conditions of the
Lease to the contrary, (a) Operating Expenses shall include the actual costs and
expenses to Owner of cleaning the office space in the Building, and (b) in the
event that Tenant, pursuant to any agreement made after the date hereof between
Owner and Tenant, shall be entitled to provide cleaning to the Demised Premises
rather than have Owner provide the same, then in each Escalation Year in which
Owner is not obligated to provide such cleaning to the Demised Premises,
Operating Expenses shall be equitably adjusted by including such additional
costs and expenses as Owner would have incurred in cleaning the Demised
Premises, during the first one (1) year period in which the entire Demised
Premises (other than the Retail Space) was occupied for the conduct of business,
pursuant to Section 29.03(II) had such Section been in force and effect.

                  (iii) In calculating the sums owed to Owner pursuant to the
second (2nd) sentence of Section 23.06(A), the     increase in Tenant's
Proportionate Share attributable to the 2nd Floor Space shall not be included as
part of Tenant's Proportionate Share. The following sentences shall be inserted
in Section 23.06(A) immediately following the definition of Base Deemed Rental
Under the Ground Lease (as added to Section 23.06(A) pursuant to the Fourth
Amendment"):

         "In addition to the increase in Fixed Rent set forth in the second
         sentence of this Subsection A of Section 23.06, commencing on the 2nd
         Floor Rent Commencement Date, the Fixed Rent for each Deemed Rental
         Escalation Year shall be further increased by a sum equal to the
         product of (xx) Tenant's 2nd Floor Proportionate Share multiplied by
         (yy) the amount by which the Deemed Rental under the Ground Lease
         payable in any Deemed Rental Escalation Year shall be in excess of the
         Deemed Rental under the Ground Lease payable with respect to the
         calendar year 2002."

                  (iv)     Notwithstanding the terms and conditions of Section
23.07 of the Lease, the Lease shall not be a net lease only with respect to (x)
the 2nd Floor Space, as reflected in the provisions of Paragraph 2(i)(ii) and
Paragraph 2(i)(iii) hereof and (y) the 24th Floor Space, as reflected in the
Fourth Amendment.

                                       7
<PAGE>

         (j)      Owner's Work Contribution set forth in Section 3.10 shall be
increased with respect to the 2nd Floor Space by the sum of          DOLLARS and
therefore, Owner's Work Contribution set forth in Section 3.10 shall be equal to
the sum of        DOLLARS, and accordingly each occurrence of the sum
DOLLARS set forth in Section 3.10 shall be deemed deleted therefrom and the sum
        DOLLARS shall be deemed inserted in lieu thereof. In addition, the
Owner's Work Contribution is based on the sum of        Dollars per r.s.f. with
respect to the Main Space and 2nd Floor Space, and        Dollars per r.s.f.
with respect to the 24th Floor Space. Tenant acknowledges that         of
Owner's Work Contribution has been paid by Owner prior to the date hereof. In
addition, in lieu of performing the finishes in the elevator lobby in the 2nd
Floor Space, Owner shall contribute to Tenant the sum        DOLLARS (the "Lobby
Allowance") to Tenant in the same manner and subject to the same terms and
conditions as the distribution of Owner's Work Contribution.

         (k)      (1) The air handling unit (which Owner shall purchase and
install, at Owner's sole cost and expense, as part of Owner's 2nd Floor Work),
which shall exclusively serve the 2nd Floor Space, shall be connected to
Tenant's separate electric meter, as electricity shall be supplied to the 2nd
Floor Space and consumed by Tenant therein on a direct metered basis.

                  (2) The foregoing provisions of Paragraph 2(k)(1) regarding
electricity being measured on a separate direct meter notwithstanding, Owner
shall not unreasonably withhold Owner's consent to the performance by Tenant of
Alterations such that the electricity to the 2nd Floor Space and the
air-handling

                                       8
<PAGE>

unit serving the same shall still be provided directly by the corporation or
entity (currently Con Edison) which is providing electricity to the remainder of
the Demised Premises but with such consumption measured on one of the other
meters which also, as of the date hereof, measures Tenant's electrical energy
use in another portion of the Demised Premises, rather than on a separate direct
meter (such Alterations, the "2nd Floor Electric Alterations"). Tenant shall
inform Owner if Tenant elects to perform the 2nd Floor Electric Alterations
(rather than have the consumption of electricity in the 2nd Floor Space measured
on a separate direct meter) reasonably promptly after Tenant shall so decide or
reasonably promptly after an inquiry by Owner, and in the event that Tenant
shall elect to perform the 2nd Floor Electric Alterations, Tenant shall perform
the same prior to the 2nd Floor Commencement Date if Tenant shall have had
reasonable notice of the same, or within a reasonable period after the
occurrence of the 2nd Floor Commencement Date, it being the intent of the
parties that from and after the 2nd Floor Commencement Date, Tenant shall pay
for the actual costs relating to the consumption of electrical energy in the 2nd
Floor Space and by the air-handling unit exclusively serving the same.

         (l)      During the Term, the rentable area of the 2nd Floor Space,
which for purposes of this sentence shall be deemed to be rentable square feet,
shall be excluded from the numerator of the fraction comprising the definition
of Tenant's Cleaning Share, as referred to in Subsection A of Section 23.04 of
the Lease.

         (m)      Supplementing the provisions of Section 1.03(A)(ii), the
rental rates used to calculate the Fixed Rent for the 2nd Floor Space are as set
forth in Exhibit "2". In each circumstance where the Lease provides that an
allocation, apportionment or reduction in Fixed Rent is to be made base upon the
allocation of Fixed Rent set forth in Section 1.03A(ii) of the Lease, such
allocation, apportionment or reduction shall be made with respect to the 2nd
Floor Space by taking into account such rental rates.

         (n)      The provisions of the first sentence of Section 29.02 shall
apply with respect to the 2nd Floor Space, except that Tenant acknowledges that
the specifications on Schedule 2 of Addendum A applicable

                                       9
<PAGE>

to the 2nd Floor Space shall be those applicable to the portions of the Main
Space used for general office use.

         (o)      The provisions of the first sentence of Subsection C of
Section 29.04 shall apply with respect to the 2nd Floor Space, except that
Tenant acknowledges that the specifications on Schedule 2 of Addendum A
applicable to the 2nd Floor Space shall be those applicable to the portions of
the Main Space used for general office use.

         (p)      For the purposes of Subsections (D)(ii) and (D)(iii) of
Section 41.01, the 2nd Floor Space shall be deemed to not be "office space."

         (q)      Supplementing the terms and conditions of Subsection C of
Section 29.01 of the Lease, the elevators in the low rise elevator bank shall
serve the 2nd Floor Space. Without affecting Tenant's rights to the exclusive
use of the Designated Freight Elevator as set forth in the Lease and subject to
the terms and conditions thereof, Tenant shall otherwise not have priority over
Owner or other tenants with respect to the use of the freight elevators in
connection with the performance of Tenant's 2nd Floor Work. The foregoing shall
not be construed to modify or eviscerate any rights of Tenant pursuant to
Section 29.01 of the Lease.

         (r)      Tenant acknowledges that Owner's obligation pursuant to
Section 15.01 of the Lease with respect to the 2nd Floor Space shall be to
obtain an amendment to the temporary certificate of occupancy for the Building
to allow for the 2nd Floor Space to be used as "offices" (such amendment, the
"TCO Amendment"). Owner shall promptly make the application for such TCO
Amendment after Tenant shall have submitted to Owner all requisite sign-offs
from all necessary Governmental Authorities which are needed to obtain the same,
which sign-offs Tenant shall submit subsequent to the substantial completion of
Tenant' 2nd Floor Work and shall diligently pursue the acquisition of the same.
In the event that Owner shall not be diligently pursuing the acquisition of such
TCO Amendment and but for the lack of possession of the TCO Amendment, Tenant
would be ready to occupy the 2nd Floor Space for the conduct of business, then
Tenant shall have the right to deliver a notice to Owner stating the same and
then, the 2nd Floor Rent Commencement Date shall be extended one (1) day for
each day in the period commencing on the date of

                                       10
<PAGE>

delivery of the notice and ending on date immediately preceding the date upon
which Owner shall commence or resume the diligent pursuit of such TCO Amendment,
both dates inclusive. In addition, in the event that (i) Owner shall not have
obtained the TCO Amendment on or prior to the date thirty (30) days immediately
following the date upon which Tenant shall have delivered to Owner all necessary
approvals and sign offs to obtain the same, as such thirtieth day may be
extended as set forth in the last sentence of this Paragraph (r), (such
thirtieth (30th) day, as the same may be so extended, referred to as the ("1st
TCO Deadline"), (ii) such failure to have obtained the same is not due to (x)
any aspect of Tenant's 2nd Floor Work or the sign-offs in connection therewith,
or (y) any reason caused by or due to an improper act or improper failure to act
by Tenant, and (iii) but for the lack of possession of the TCO Amendment, Tenant
would be ready to occupy the 2nd Floor Space for the conduct of business and
shall not be so occupying, then the 2nd Floor Rent Commencement Date shall be
extended one (1) day for each day in the period commencing on the 1st TCO
Deadline and ending on the sooner to occur of (a) the day immediately preceding
the date that such amendment to the temporary certificate of occupancy shall be
issued and (b) the 2nd TCO Deadline (as hereinafter defined) both dates
inclusive. The term "2nd TCO Deadline" shall mean, subject to an extension of
the same as set forth in the last sentence of this Paragraph (r), the date
thirty (30) days immediately following the 1st TCO Deadline. In the event that
(xx) Tenant shall be entitled to an extension of the 2nd Floor Rent Commencement
Date because Owner shall not have obtained the TCO Amendment on or prior to the
1st TCO Deadline, and (yy) Owner shall not have obtained that TCO Amendment on
or prior to the 2nd TCO Deadline, then the 2nd Floor Rent Commencement Date
shall be further extended by one and one half (1.5) days for each day in the
period commending on the 2nd TCO Deadline and ending on the day immediately
preceding the date that the TCO Amendment shall be issued, both dates inclusive.
In the event any Force Majeure Event shall delay the issuance of the TCO
Amendment, the thirty (30) day periods for the determination of the 1st TCO
Deadline and the 2nd TCO Deadline shall be extended one (1) day for each day of
delay due to such Force Majeure Event.

                                       11
<PAGE>

         (s)      The parties agree that their respective rights and obligations
regarding Owner's Profits and/or Tenant's Profits with respect to the 2nd Floor
Space shall be governed in accordance with Section 11.03(C)(III) except that the
reference to 100% in the last sentence thereof shall be deemed modified with
respect to the treatment of the 2nd Floor Space only, to refer to

         (t)      The parties agree that (i) Tenant has     the useable square
Feet of the second (2nd) floor, and (ii) Owner and Tenant determined the
rentable square footage for the 2nd Floor Space by converting the useable square
footage for the second (2nd) floor to      able square feet and taking
thereof, which is equal to     rentable square feet.

                  6.       RETAIL SPACE.

                  (a)      In connection with any subletting or reletting of the
Retail Space, the terms and conditions of Section 11.03C(III) of the Lease shall
be inapplicable. In lieu thereof, the following provisions shall be added as
Paragraph VII at the end of Section 11.03C and shall control with respect to the
allocation of Tenant's Profits and Owner's Profits in connection with any
sublettings by Tenant or relettings by Owner of the Retail Space:

         "VII In the event that Tenant shall sublet the Retail Space for a term
commencing prior to the date upon which Tenant or any of Tenant's subsidiaries
or affiliates shall have occupied the same for the conduct of business, then
Tenant shall be entitled to one hundred percent (100%) of Tenant's profits
obtained in connection with such subletting of the Retail Space with respect to
only (x) the first five (5) years of the term of an initial sublease, or (y) if
such initial subtenant shall actually sublease the Retail Space for less than
five (5) years, only for the term of such initial sublease and that portion of
the term(s) of such subsequent sublease(s) that when added to the term of such
initial sublease, do not exceed five (5) years in the aggregate; it being the
intent of the parties that Tenant shall be entitled to one hundred percent
(100%) of Tenants Profits with respect to the first five (5) years of any
sublettings by Tenant prior to the time that Tenant or any subsidiary or
affiliate of Tenant shall occupy the Retail Space for the conduct of business,
and

                                       12
<PAGE>

with respect to any subleasing or reletting of the Retail Space after such five
(5) years, Owner and Tenant shall each be entitled to fifty percent (50%) of any
Tenant's Profits and/or Owner's Profits. For example, if the first occupant of
the Retail Space for the conduct of business were a subtenant (who was not an
affiliate or subsidiary of Tenant) who subleased the Retail Space for two (2)
years, Tenant would be entitled to one hundred percent (100%) of Tenants Profits
with respect to such sublease, and also to one hundred percent (100%) of
Tenant's Profits in connection with the next three (3) years that the Retail
Space were sublet to subtenant(s) who were not affiliates or subsidiaries of
Tenant, whether pursuant to one or more subleases, provided that such further
subleasing occurred prior to the time Tenant or any subsidiary or affiliate of
Tenant occupied the Retail Space for the conduct of business, and in the event
that such initial sublease were for two (2) years and such subsequent sublease
were for four (4) years, Owner and Tenant would share Tenant's Profits equally
with respect to the last year of such second sublease. In the event that Tenant
or any of Tenant's subsidiaries or affiliates shall occupy the Retail Space for
the conduct of business prior to such time, if any, at which Tenant shall have
subleased the Retail Space for a term(s) of at least five (5) years in the
aggregate, then thereafter, any Owner's Profits and Tenant's Profits with
respect to any reletting or subletting of the Retail Space shall be shared
equally, fifty percent (50%) to Owner and fifty percent (50%) to Tenant.
Further, in the event that (i) Owner shall exercise the right of recapture and
relet the Retail Space, and (ii) the Retail Space (xx) shall not have been
previously occupied by Tenant or any subsidiary or affiliate of Tenant for the
conduct of business and (yy) shall not have been subleased for at least five (5)
years, then (a) Tenant shall be entitled to one hundred percent (100%) of
Owner's Profits with respect only to that portion of the term of the reletting
by Owner which when aggregated with the term(s) of Tenant's previous
subleasing(s) of the Retail Space shall not exceed five (5) years, and (b) with
respect to the remainder of such term of the reletting, Owner and Tenant shall
be entitled to fifty percent (50%) of any Owner's Profits. The terms and
conditions of the foregoing sentence notwithstanding, after Tenant shall have
been entitled to one hundred percent (100%) of Tenant's Profits and/or one
hundred percent (100%) of Owner's Profits with respect to five (5) years of
subleasing or of subleasing and reletting, as the case may be, then Owner and

                                       13
<PAGE>

Tenant shall thereafter each be entitled to fifty percent (50%) of any Tenant's
Profits and Owner's Profits in connection with the remainder of the term of any
then existing subleasing or reletting of the Retail Space, and in connection
with any subsequent subleasing and releasing of the Retail Space. Owner
acknowledges that Tenant might include, in an initial sublease of the Retail
Space, a provision entitling Tenant to terminate such sublease after the first
five (5) years of the term thereof, and in the event such sublease shall contain
such right and Tenant shall exercise the same, the result would be that Owner
would not obtain any Tenant's Profits in connection with such initial sublease.
For the purpose of this Paragraph VII, Owner agrees that (aa) the occupancy of
the Retail Space for the conduct of business by Tenant or any affiliates or
subsidiaries of Tenant shall mean occupancy subsequent to the substantial
completion of a build out of the Retail Space, and (bb) any use of the Retail
Space, prior the substantial completion of a build out thereof, for storage or
any other ancillary use in connection with Tenant's use of the remainder of the
Demised Premises shall not be considered occupancy for the conduct of business.
Any use of the Retail Space must be in compliance with any applicable Legal
Requirements."

         (b) In connection with an initial subletting by Tenant of the Retail
Space for a term commencing prior to the date upon which Tenant or any
subsidiary or affiliate of Tenant shall have occupied the same for the conduct
of business, Owner hereby waives Owner's right of recapture under Section
11.03(B)(2) of the Lease. In addition, in the event that such initial subleasing
shall be for a term (either expressly, due to a default by subtenant under the
sublease, or for any other reason) of less than five (5) years, then Owner
hereby waives the right of recapture under Section 11.03(B)(2) of the Lease with
respect to a subsequent subletting or sublettings if the express terms of the
same when aggregated with the actual term of the initial subleasing and any with
the term(s) of any subleasing(s) subsequent to the initial subleasing, if any,
shall not exceed five (5) years. In the event that Tenant proposes to sublease
the Retail Space for a term that when aggregated with the term(s) of previous
subleasing(s) of the Retail Space exceeds five (5) years, Owner shall retain its
full rights of recapture under the Lease.

                                       14
<PAGE>

                  7.       BROKER. Each party represents and warrants to the
other party such party has not negotiated or otherwise dealt with any broker,
finder or any person entitled to any finder's fee or similar compensation in
connection with bringing about this Sixth Amendment, other than

                  (collective, "2nd Floor brokers"). Each party hereto shall
indemnify the other party hereto from all loss, cost, liability, damage and
expense, including, but not limited to, reasonable counsel fees and
disbursements, arising from any breach by the representing and warranting party
of its respective foregoing representation and warranty. Owner shall pay the 2nd
Floor Brokers any commissions owing to the 2nd Floor Brokers with respect to the
2nd Floor Space pursuant to a separate agreement.

                  8.       RATIFICATION. Except to the extent hereinabove
expressly modified, the Lease is hereby ratified and confirmed in all respects.

                  9.       EXECUTION COUNTERPARTS. This Sixth Amendment may be
executed in more than one (1) identical counterpart each of which when taken
together shall constitute an original of one and the same agreement.

                            (SIGNATURE PAGE FOLLOWS)

                                       15
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals onto this Sixth Amendment as of the day and year first above
written.

                           3 TIMES SQUARE ASSOCIATES, LLC
                           By:  Rudin Times Square Associates, LLC

                             By: Rudin Times Square L.P.,
                                 its Managing Member

                                 By: Rudin Times Square GP LLC,
                                     its General Partner

                                     By: /s/ WILLIAM C. RUDIN
                                         ---------------------------------
                                         William C. Rudin, Managing Member

                           REUTERS C CORP.

                           By: /s/ GLENN J. ELLIOTT
                               -----------------------------------
                               Name: Glenn J. Elliott
                               Title: President

                                       16
<PAGE>

State of New York         )
                          :ss
County of New York        )

On the 11th day of December, in the year 2001, before me, the undersigned,
personally appeared Glenn Elliott, 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/their 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.

                             /s/ ROCHELLE FRIEDLICH
                             ----------------------
           (Signature and Office of individual taking acknowledgment)

                               ROCHELLE FRIEDLICH
                        Notary Public, State of New York
                                 No. 31-4856376
                          Qualified in New York County
                        Commission Expires March 17, 2002
<PAGE>



                                    EXHIBIT B

                                    SUBLEASE


<PAGE>

                                    SUBLEASE

                  This Sublease (this "Sublease") , dated as of April 24, 2001
between REUTERS C CORP. ("Sublessor"), having an address at 3 Times Square, New
York, New York, and INSTINET GLOBAL HOLDINGS, INC. ("Subtenant"), having an
address at 875 Third Avenue, New York, New York.

                              W I T N E S S E T H:

         WHEREAS, Sublessor entered into that certain Agreement of Lease, dated
February 18, 1998, between 3 Times Square Associates, LLC ("Overlandlord"), as
landlord, and Sublessor, as tenant, as amended by First Amendment of Lease,
dated as of June 30, 1998, Second Amendment of Lease, dated as of July 1, 1998,
Third Amendment of Lease, dated as of March 31, 2000, and Fourth Amendment of
Lease, dated as of November 28, 2000 (the foregoing lease as so amended and as
the same may hereafter from time to time be amended, modified, extended, renewed
or supplemented, the "Overlease") for premises described in the Overlease, and
located in the building (the "Building") known as Three Times Square, New York,
New York; and

         WHEREAS, Subtenant desires to sublease from Sublessor floors 6 through
14 in their entirety, a portion of the 24th floor, and certain other space as
hereinafter set forth (the "Demised Premises") at the Building, as shown on
Exhibit A annexed hereto and made a part hereof, and Sublessor desires to
sublease the Demised Premises to Subtenant upon the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

         1.       DEFINED TERMS. Each capitalized term not otherwise defined
herein shall have the meaning ascribed to it in the Overlease.

         2.       DEMISE AND TERM. The leasing of the Demised Premises by
Subtenant shall include the right of Subtenant (a) to access the Building common
areas in common with the other tenants in the Building and (b) to use all
fixtures, improvements and betterments owned or leased by Overlandlord which, at

<PAGE>

anytime during the term of this Sublease, are attached to or installed, in the
Demised Premises, all subject to such restrictions, rules, regulations, security
arrangements and charges (if any) as are provided for in the Overlease.

                                        2
<PAGE>

shall be deemed to exclude (i) all improvements made to the Demised Premises
after Subtenant's initial occupancy of any part thereof, (ii) all computer
equipment, cabinetry, racks and cabling, (iii) all improvements comprising the
trading floor or operation, except to the extent Sublessor makes substantial use
of such trading floor or operation after May 31, 2011, without making
substantial additional improvements thereto and (iv) any other leasehold
improvement which Sublessor, in its reasonable discretion, determines to be
obsolete or unusable by Sublessor. Sublessor and Subtenant acknowledge that the
Sales Price shall only be due and payable in connection with a cancellation of
this Sublease pursuant to Section 2.C. hereof, and no such payment shall be
required in connection with any other cancellation or termination hereof.
Subtenant shall be required to pay all New York State and New York City transfer
taxes and sales and compensating use taxes, if any, due in connection with the
payment of the Sales Price.

         3.       REQUIRED PROVISIONS.

         A.       The sale, pledge, transfer or other alienation of (a) a
controlling interest of the issued and outstanding capital stock of Subtenant
(if a corporation, unless such stock is publicly traded on any recognized
security exchange or over-the-counter market) or (b) any controlling interest in
Subtenant (if a partnership, limited liability company or joint venture),
however accomplished, and whether in a single transaction or in a series of
related or unrelated transactions, shall be deemed for the purposes of Section
11,03 of the Overlease to be an assignment of this Sublease which shall require
the prior consent of Owner in each instance.


         D.       Nothing contained in this Section 3 shall be deemed a consent
by the Owner to any assignment or subletting by Subtenant and the terms of the
Overlease shall govern the requirement to obtain Owner's consent with respect
thereto.

                                        3
<PAGE>

                                        4
<PAGE>

         5.       BASE RENT.

                                        5
<PAGE>

                                        6
<PAGE>



        C.       Base Rent shall be payable in equal monthly installments in
advance, commencing on the Rent Commencement Date and thereafter or the first
day of each month during the Term, without counterclaim, setoff or deduction
whatsoever. Payment of the Base Rent and any additional rent shall be by
Subtenant's check or wire transfer of immediately available funds to the account
identified to Subtenant from time to time by Sublessor in writing.

         D.       In addition to the Base Rent, Subtenant shall pay to
Sublessor, as additional rent hereunder, all additional rent payable by
Sublessor under the Overlease attributable to the Demised Premises for the
period from the Commencement Date (except as otherwise provided herein) through
the Expiration Date, including, without limitation:

                                        7
<PAGE>

                                        8
<PAGE>

         E.       As to any additional charges under the Overlease which are
attributeable to the Demised Premises, such as, for example and without
limitation, charges under the Overlease for services furnished pursuant to the
Overlease to, or for repair of damage to, the Demised Premises, Subtenant shall
pay to Sublessor, as additional. rent under this Sublease, within ten (10)
Business Days after receipt by Subtenant of the relevant statement (except that
when payment is due under the Overlease before ten (10) Business Days have
passed following Subtenant's receipt of the relevant statement, Subtenant shall
make such payment to Sublessor two (2) days prior to the, date such payment is
due under the Overlease), an amount equal to its proportionate share of all such
charges. Sublessor shall provide Subtenant with copies of statements received
from Overlandlord evidencing such additional charges.

         F.       If Subtenant shall fail to pay any installment of Base Rent or
any additional rent when due and such failure shall continue for a period of
three (3)

                                        9
<PAGE>

Business Days after same shall have become due and payable, such unpaid amount
shall bear interest at the Prime Rate, from the due date until paid.

         G.       The term "rent" or "rents" as used in this Sublease shall mean
the Base Rent and all additional rent payable under this Sublease.

                                       10
<PAGE>

         7.       SUBLEASE SUBJECT TO OVERLEASE.

         A.       This Sublease is subject and subordinate to all of the terms,
covenants and conditions of the Overlease and to the matters to which the
Overlease is or shall be subordinate. A description of the Overlease is annexed
hereto and made a part hereof as Exhibit B. Subtenant shall not do, or permit to
be done, anything that would constitute a breach or violation of any term,
covenant, or condition of the Overlease or the Building Rules promulgated
thereunder or other default under the Overlease on the part of Sublessor, as
tenant thereunder. Notwithstanding anything to the contrary contained in this
Sublease, Subtenant does not have any rights in respect of the Demised Premises
greater than Sublessor's rights under the Overlease.

         B.       If for any reason the term of the Overlease shall end prior to
the Expiration Date of this Sublease, then, at the option of the Overlandlord,
either this Sublease shall terminate or Subtenant shall make full and complete
attornment to Overlandlord for the balance of the term of this Sublease.
Sublessor shall deliver a copy of any default notice or other termination notice
to Subtenant within five (5) Business Days of Sublessor's receipt thereof.
Sublessor shall request from Overlandlord that Overlandlord obtain from each
present or future mortgagee and lessor under the Underlying Documents described
on Schedule C to the Overlease a Subordination, Non-Disturbance and Attornment
Agreement for the benefit of Subtenant; provided, however that Sublessor makes
no representation or warranty that such agreement may be obtained. Sublessor and
Subtenant promptly shall furnish each other with a copy of any notice which
either party receives under any non-disturbance agreement in connection with the
Demised Premises.

                                       11
<PAGE>

         C.       To the extent that Sublessor has an obligation under the
Overlease to provide information, materials, documents or otherwise to cooperate
with Overlandlord in connection with Overlandlord's obtaining financing of the
Building, such obligations shall be obligations of Subtenant with respect to
Subtenant, its affiliates and the Demised Premises.

         8.       INCORPORATION BY REFERENCE. All of the terms, covenants and
conditions contained in the Overlease are incorporated by reference into this
Sublease, except where inconsistent with or modified by the terms of this
Sublease, and are also subject, without limitation, to the following specific
exceptions and/or modifications:

         A.       The, following portions of the Overlease are not incorporated
into this Sublease but shall continue in full force and effect in the Overlease:

                  (i)      Sections 1.01. 1.02 (exclusive of Section 1.02.C.),
         1.03.A. and .B., 1.06.D. (to the extent of a right to remeasure;
         provided, however, that, Sublessor shall allocate to Subtenant
         Subtenant's proportionate share of the adjustments made under clauses
         (i) through (iv) of such Section), 1.06.E. and .F. (provided that
         Sublessor shall deliver to Subtenant copies of any instruments
         contemplated thereunder), 1.07, 1.08 and Clause (i) of 2.01;

                  (ii)     Clauses (iii) - (viii) of Section 3.07.B.;

                  (iii)    Section 3.10;

                  (iv)     Section 6.07 (provided that if the relevant Legal
         Requirement affects only the Demised Premises Sublessor shall exercise
         its rights under such Section at the request of Subtenant at
         Subtenant's sole cost and expense;

                  (v)      Sections 19.07 and 19.08;

                  (vi)     The fourth sentence of Section 23.06.A.;

                  (vii)    Section 29.10 and Section 29.12; and

                                       12
<PAGE>

                  (viii)   Articles 27, 28, 38, 39, 40 41, 42, 43, 44, 45, 46,
         47, 48, 49 and 50.

                  In addition to the foregoing, and notwithstanding anything to
the contrary contained herein or in the Overlease: (i) Subtenant's rights to
services, such as chilled water, shall be limited to Subtenant's pro rata share
of such services, and (ii) Subtenant's usage of the messenger center and shaft
space shall be governed by Section 4.B herein.

         B.       Wherever used in the Overlease, the words "Landlord" and
"Tenant", or words of similar import, shall be construed to mean, respectively,
"Sublessor" and "Subtenant"; provided, however, that the word "Landlord" in the
Overlease shall be construed to mean both "Sublessor" and "Overlandlord" in
those Sections of the Overlease providing for indemnification by Tenant and
insurance coverage required by Tenant; the word "Landlord" in the Overlease
shall be construed to mean only Overlandlord in those Sections of the Overlease
providing for Landlord's services, Building construction, repairs and
restoration, removal of Building violations, operation of the Building,
Landlord's insurance and the like; the word "Lease", or words of similar import,
shall be construed to mean the "Sublease; the words "fixed or base rent," or
words of similar import, shall be construed to mean the Base Rent; the words
"additional charges" or words of similar import shall be construed to mean
additional rent; the word "rent", or words of similar import shall be construed
to mean rent payable under this Sublease; the word "Demised Premises" or
"Premises" shall be construed to mean the Demised Premises as defined in this
Sublease; the words "Tenant's Property" shall be construed to mean "Subtenant's
Property;" the words "term" or "Initial Term", "Commencement Date" or
"Possession Date", and "Expiration Date", or words of similar import, shall be
construed to mean, respectively, the Term and the dates set for the beginning
and the end of the term of this Sublease as provided in this Sublease; and the
words "Rent Commencement Date" shall be construed to mean the Rent Commencement
Date as defined in this Sublease.

         C.       To the extent possible, the provisions of the Overlease
incorporated by reference into this Sublease shall be construed as consistent
with and complementtary to the other provisions of this Sublease, but in the
event of any inconsistency, the provisions of this Sublease shall control.

         D.       If Overlandlord shall default in the performance of any of its
obligations to Sublessor with respect to the Demised Premises, Subtenant shall
notify Sublessor in writing of the nature of the default in question and request
that

                                       13
<PAGE>

Sublessor enforce its rights against Overlandlord, but Sublessor shall have no
obligation to bring any action or proceeding or to take any steps to enforce
Sublessor's rights against Overlandlord. If, after written notice from
Subtenant, Sublessor shall fail or refuse to take appropriate action for the
enforcement of Sublessor's rights against Overlandlord with respect to the
Demised Premises within a reasonable time considering the nature of
Overlandlord's default, Subtenant shall have that right, at Subtenant's sole
cost and expense, to assert Sublessor's rights against Overlandlord, but only if
Subtenant (1) shall not then be in default under this Sublease, (2) shall give
notice to Sublessor before asserting any such rights against Overlandlord and
(3) shall defend, indemnify and hold Sublessor harmless from and against any and
all claims, actions, liabilities, losses, damages, costs and expenses
(including, but not limited to, reasonable attorneys' fees and disbursements)
which Sublessor may incur by reason of such assertion of rights by Subtenant
against Overlandlord. In connection with clause (3) of this subsection D,
Subtenant shall provide the required defense by counsel reasonably acceptable to
Sublessor and Sublessor shall not seek reimbursement from Subtenant for separate
counsel to Sublessor unless there is a conflict of interest or Subtenant is not
prosecuting the case to Sublessor's reasonable satisfaction. If in connection
with Subtenant asserting Sublessor's rights as permitted hereunder, any action
brought by Subtenant against Overlandlord is barred by reason of lack of
privity, Subtenant may take such action in Sublessor's name, and Sublessor shall
execute all documents in connection therewith provided the same is without cost
or expense to Sublessor and Subtenant shall fulfill and comply with the
conditions set forth in clauses (1), (2), and (3) of this subsection D.

         E.       In order to facilitate the coordination of the provisions of
this Sublease with those of the Overlease, unless otherwise stated herein, the
time periods contained in provisions of the Overlease that are incorporated by
reference into this Sublease and for which the same action must be or has been
taken under the Overlease (such as, for example and without limitation, the time
limit for the curing of a default under this Sublease that is also a default
under the Overlease), are changed for the purpose of incorporation by reference
by shortening or lengthening that period in each instance by three (3) Business
Days so that in each instance, Subtenant shall have that much less time to
observe or perform hereunder than Sublessor has as the tenant under the
Overlease and Sublessor shall have that much more time to observe, perform,
consent, approve, or otherwise act hereunder than the Overlandlord has under the
Overlease. Notwithstanding anything contained in this subsection to the
contrary, if the time period enumerated in the Overlease is three (3) Business
Days or less, the time for observance or performance hereunder shall be reduced
by one (1) Business Day.

                                       14
<PAGE>

         F.       Whenever the approval or consent of Overlandlord is required
under any provision of the Overlease or this Sublease, Subtenant shall be
required to obtain the written approval or consent of Sublessor and Sublessor
shall endeavor to obtain like approval or consent of Overlandlord. Whenever
Sublessor has agreed that a required approval or consent shall not be
unreasonably withheld or delayed (whether in this Sublease or pursuant to any
provision of the Overlease incorporated herein) it shall be deemed reasonable
for Sublessor to withhold or delay its approval or consent if Overlandlord shall
have delayed or refused to give any approval or consent which maybe requested of
it related to the same matter. Sublessor shall have no liability for any failure
or refusal on the part of Overlandlord to grant any such consent.

         9.       PERFORMANCE BY OVERLANDLORD. Subtenant will look solely to
Overlandlord for performance of the services and obligations specified in the
Overlease to be provided or performed by Overlandlord thereunder, including,
without limitation, heat, ventilating and air conditioning, utilities, repairs,
restoration, alterations, reimbursement, cleaning, elevator service, hot and
cold water and light bulb replacement. If Overlandlord shall default or delay in
the performance or observance of any of its agreements or obligations under the
Overlease (including, but not limited to, any obligation for the payment of
money or to perform or furnish any work, services or utilities at or to the
Demised Premises or the Building), Sublessor shall have no obligation, liability
or responsibility therefor to Subtenant and Sublessor shall be excused from the
performance or observance of the corresponding obligation, if any, which may be
owed by Sublessor to Subtenant under this Sublease. Any condition resulting from
such default or delay by Overlandlord shall not constitute an eviction, actual
or constructive, of Subtenant. No such default or delay shall excuse Subtenant
from the performance or observance of any of its obligations to be performed or
observed under this Sublease or shall entitled Subtenant to terminate this
Sublease or to any reduction in or abatement of the rent or other charges
provided for in this Sublease. In furtherance of the foregoing, Subtenant does,
to the extent permitted by law, and except for the willful misconduct or gross
negligence of Sublessor, hereby waive any cause of action and any right to bring
an action against Sublessor by reason of any act or omission of Overlandlord
under the Overlease.

         10.      CONDITION OF DEMISED PREMISES.

                  Subtenant is leasing and accepts the Demised Premises "AS IS",
reasonable wear and tear, natural deterioration, and casualty damage excepted.
Without limiting the generality of the foregoing, Sublessor shall have no
obligation

                                       15
<PAGE>

to make, supply or perform any alterations, services, material, fixtures,
equipment, or decorations to the Demised Premises. In entering into this
Sublease, Subtenant has relied solely on such investigations, examinations, and
inspections as Subtenant has chosen to make and Subtenant acknowledges that
Sublessor has afforded Subtenant the opportunity for full and complete
investigations, examinations, and inspections.

         11.      FIRE OR CASUALTY. A. If the Demised Premises or the Building
(in such a manner that materially interferes with Subtenant's use of the Demised
Premises or reasonable access thereto) shall be damaged, in whole or in part, by
fire or other casualty or condemned or taken in any manner for any public or
quasi public use, the annual Base Rent paid under this Sublease shall be
reduced, in the same proportion, if any, and for the same period, in which the
annual fixed rent payable for the Demised Premises shall be reduced under the
Overlease (i.e., by way of example, if 50% of the annual fixed rent payable by
Sublessor under the Overlease for a particular floor included in the Demised
Premises is abated, then Subtenant shall be entitled to a 50% abatement in the
annual Base Rent hereunder allocable to that floor). Sublessor shall not be
responsible for restoration nor for any inconvenience or annoyance to Subtenant
or injury to Subtenant's business resulting in any way from such damage or the
repair or restoration or for such condemnation. This Sublease will continue in
full force and effect, subject to the foregoing provisions and subject to
Sublessor's rights and the rights of Overlandlord to terminate the Overlease.

         B.       In the event that a casualty occurs to a portion of the
Demised Premises which, if such portion were not the subject of this Sublease,
would give rise to a tight of Sublessor under the Overlease to terminate the
Overlease as to that portion as an Earlier Termination Floor under Section
9.05.F(ii) of the Overlease or as a Damaged Floor under Section 9.08 of the
Overlease, Subtenant shall have the right under this Sublease to terminate this
Sublease as to that portion of the Demised Premises by delivering to Sublessor
written notice of its election to effect such partial termination, effective as
of the last day on which Sublessor may effectively terminate the Overlease as to
such portion under such Section. Any such notice shall be effective only if
delivered to Sublessor within a time period which allows Sublessor no fewer than
ten days to deliver due and timely notice to Overlandlord under the applicable
Section of the Overlease of Sublessor's election to terminate the Overlease as
to such portion of the Demised Premises. In the event that Subtenant timely
delivers such notice otherwise in accordance with this Section 10.B., this
Sublease shall terminate as to such portion as of the date specified in such
notice and the further provisions of Section 9.08 of the Overlease shall be
applicable to this Sublease and to Subtenant and Sublessor hereunder, mutatis
mutandis.

                                       16
<PAGE>

         C.       Anything contained in this Section 10 to the contrary
notwithstanding, in the event that a casualty occurs to the "Demised Premises"
(as defined in the Overlease) giving rise to a right of Sublessor to terminate
the Overlease, Sublessor shall have the right to exercise such right in its sole
discretion. Sublessor shall, within five (5) Business Days of its receipt of a
notice of termination from Overlandlord, deliver a copy of the same to
Subtenant. Sublessor shall have no liability to Subtenant, or anyone claiming
through Subtenant, for excising any such option to terminate the Overlease.

         D.       In the event that a casualty or other damage occurs to any
material portion of the Demised Premises, Subtenant shall deliver prompt written
notice thereof to Sublessor.

                                       17
<PAGE>

                                       18
<PAGE>

                                       19
<PAGE>

         15.      ALTERATIONS.

         A.       Subtenant shall not make any Alterations at the Demised
Premises, except in accordance with the provisions of the Overlease incorporated
herein by reference in Section 7 hereof, In addition to such provisions, the
following shall apply to any Alterations proposed to be performed by Subtenant:

                  (i)      Sublessor's consent shall be deemed given if
         Overlandlord consents to the Alteration in question; provided, however,
         that Sublessor shall have the right to withhold consent to an
         Alteration to which Overlandlord has otherwise consented if, in
         Sublessor's reasonable opinion, such Alteration may adversely affect
         the risers serving Sublessor's space or the building systems or other
         infrastructure serving Sublessor's space. Notwithstanding the
         foregoing, Subtenant shall not perform any alteration or work which
         involves utilities, including without limitation gas and water, within
         Proximity as hereinafter defined) of any technology intensive area of
         Sublessor (such as the data center) without Sublessor's prior, written
         consent (which consent may be withheld in Sublessor's sole discretion);

                  (ii)     Subtenant shall not make any alterations which affect
         the structural integrity of the Demised Premises, require slab
         penetration, affect electrical systems or require plumbing installation
         or work to be performed within Proximity (as hereinafter defined) of
         any space set forth on Exhibit D (each a "Specialty Location") without
         obtaining the prior written consent of Sublessor, which consent
         Sublessor shall have the right to grantor withhold in Sublessor's sole
         discretion. As used herein the term "Proximity" shall mean all space
         located on the floor above (from slab to slab) any Specialty Location
         to the extent such space is either directly above, or within ten feet
         of any space which is directly above, a Specialty Location. For
         example, if a Specialty Location is comprised of one square foot of
         area on the tenth floor of the Building, Proximity shall mean that same
         square foot on the eleventh floor, together with all space on the
         eleventh floor which is within ten feet of such square foot on the
         eleventh floor, from the floor slab to the ceiling slab of the eleventh
         floor.

                  (iii)    Subtenant shall deliver to Sublessor all plans,
         drawings, instruments, documents, certificates and other items required
         to be delivered to Overlandlord under the Overlease, and Sublessor
         shall prosecute the approval procedures with Overlandlord on
         Subtenant's behalf with the degree of attention and diligence Sublessor
         would exercise if doing the same on its

                                       20
<PAGE>

         own account, including without limitation invoking, at Subtenant's
         request, the consent dispute resolution mechanisms provided in the
         Overlease;

                  (iv)     Sublessor shall have the right to approve, in its
         reasonable discretion, Subtenant's contractors and other providers of
         labor for the proposed Alteration in the event such proposed Alteration
         may affect the risers serving Sublessor's space or otherwise affect
         building systems or other infrastructure serving Sublessor's space;

         B.       Except as provided to the contrary in the Overlease, all
Alterations installed in the Demised Premises at any time, either by Subtenant
or by Sublessor or Overlandlord On Subtenant's behalf, shall be the property of
Subtenant during the term of this Sublease and, upon expiration or earlier
termination of the term of this Sublease shall become the property of Sublessor
and shall remain upon and be surrendered with the Demised Premises unless the
terms of any consent Sublessor shall have given to Subtenant in connection
therewith shall expressly have required their removal or their removal is
required pursuant to the Overlease, in which event the same shall be removed
from the Demised Premises by Subtenant, at Subtenant's sole cost and expense, at
or prior to the expiration of the Term of this Sublease. Upon removal of any
item as may be permitted or required hereunder, Subtenant shall immediately, and
at its sole cost and expense, repair any damage to the Demised Premises or the
Building due to such removal. All property permitted or required to be removed
by Subtenant at the end of the Term remaining in the Demised Premises shall be
deemed abandoned and may, at the election of Sublessor, either be retained as
Sublessor's property or be removed from the Demised Premises by Sublessor at
Subtenant's expense. Except as provided to the contrary in the Overlease, all
furniture, furnishings, trade fixtures and other items of movable personal
property shall be the property of Subtenant and nothing contained herein shall
be construed as prohibiting Subtenant from removing same from the Demised
Premises.

                                       21
<PAGE>

         17.      ELECTRICITY CLEANUP SERVICE.

         A.       Commencing on the Commencement Date or such later date on
which Sublessor first becomes liable for payments on account of electricity at
the Demised Premises either to Overlandlord under the Overlease or to the
utility provider if Sublessor has obtained direct metering, Subtenant shall pay
to Sublessor each month an amount equal to the cost for all electricity and
energy provided to, and/or consumed within, the Demised Premises. Such amount
shall be based upon the demand and consumption of electricity at the Demised
Premises as shown on a meter or submeter to be installed by Sublessor or
Overlandlord on each floor of the Demised Premises fully occupancy Subtenant,
which amount shall be computed and paid in accordance with the provisions of the
Overlease. In the event any portion of the Demised Premises is not separately
metered for any reason, Subtenant shall reimburse Sublessor for all costs
incurred by Sublessor with respect to the electricity and energy furnished to
such portions of the Demised Premises, which costs shall be reasonably
determined by Sublessor. It is the intent of Sublessor and Subtenant that
Subtenant pay all costs of electricity furnished to the Demised Premises without
any cost or profit being incurred or made by Sublessor with respect thereto.

         B.       In the event Sublessor elects to contract directly for
cleaning service, Subtenant may elect to (i) contract directly for cleaning
service in accordance with Article 29.03.I. of the Overlease with respect to the
Demised Premises, whereby Subtenant shall assume all the rights: and obligations
of "Tenant" thereunder with

                                       22
<PAGE>

respect to the Demised Premises, or (ii) request that the Demised Premises be
cleaned by Sublessor's cleaning service and be included in Sublessor's cleaning
contract. Subtenant shall pay as additional rent to Sublessor, within ten (10)
Business Days after receiving a statement therefor, its proportionate share, as
reasonably determined by Sublessor, of all costs incurred under such contract.

         18.      REPRESENTATIONS AND WARRANTIES.

         A.       Subtenant hereby represents and warrants to Sublessor that the
person signing this Sublease on behalf of Subtenant has the full right and
authority to execute this Sublease on behalf of Subtenant, and that this
Sublease constitutes a valid and binding obligation of Subtenant enforceable
against Subtenant in accordance with its terms except as enforcement maybe
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in equity or
at law). Sublessor hereby represents and warrants to Subtenant that the person
signing this Sublease on behalf of Sublessor has the full right and authority to
execute this Sublease on behalf of Sublessor, and that this Sublease constitutes
a valid and binding obligation of Sublessor enforceable against Sublessor in
accordance with its terms except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in equity or at law).

         B.       Sublessor hereby represents and warrants that (i) Sublessor is
the holder of the interest of the tenant under the Overlease; (ii) the Overlease
is in full force and effect and, to the best of Sublessor's knowledge,
Overlandlord is not in default thereunder; and (iii) Sublessor, to the best of
its knowledge, is not in material default, and has received no written notice
that it is in default, under the Overlease.

         19.      SUBTENANT'S AND SUBLESSOR'S ADDITIONAL COVENANTS. Subtenant
also covenants as follows:

         A.       Subtenant hereby assumes and agrees to perform and comply with
all of the terms, covenants and conditions of the Overlease on the part of the
tenant thereunder to be performed and observed as they relate to the Demised
Premises, other than as expressly set forth in this Sublease.

         B.       Subtenant will not do or cause to be done or suffer or permit
any act or thing to be done or suffered which would or might constitute a
default under the

                                       23
<PAGE>

Overlease or cause the Overlease or the lights of Sublessor, as tenant
thereunder, to be terminated or which would or might cause Sublessor to become
liable for any damages, costs, claims or penalties or would or might increase
the fixed rent, additional rent or other charges or obligations of Sublessor, as
tenant under the Overlease, or would or might adversely affect or reduce any of
Sublessor's rights or benefits under the Overlease.

         C.       Subtenant shall defend, indemnify and hold Sublessor and any
guarantor of Sublessor's obligations as tenant under the Overlease harmless from
and against any and all claims, actions, liabilities, losses, damages, costs and
expenses (including, without limitation, reasonable attorneys' fees. and
disbursements) arising from the use or occupancy by Subtenant of the Demised
Premises or the Building or from any work or thing done or any condition created
by or any other act or omission of Subtenant or its employees, agents,
contractors, visitors or licensees, in or about the Demised Premises or any
other part of the Building, or from any breach of its obligations under this
Sublease. The provisions of this subsection C shall survive the expiration or
earlier termination or its Sublease.

         D.       Sublessor and Subtenant each promptly shall furnish to the
other copies of any notices of default given by Overlandlord to Sublessor or
Subtenant, as the case may be.

         20.      REMEDIES. If Subtenant defaults in the performance of any of
the terms, covenants or conditions of this Sublease or the Overlease beyond any
applicable notice and cure period, Sublessor shall be entitled to exercise any
and all of the rights and remedies to which it is entitled at law or in equity,
and also any and all of the rights and remedies specifically provided for in the
Overlease with the same force and effect as if herein specifically set faith in
full, and wherever in the Overlease rights and remedies are given to
Overlandlord, the same shall be deemed to refer to Sublessor.

                                       24
<PAGE>

         23.      QUIET ENJOYMENT. Provided that Subtenant is not in default
hereunder, Subtenant may peaceably and quietly enjoy the Demised Premises,
subject to the Overlease and all matters to which the Overlease is subject and
the terms and conditions of this Sublease.

                                       25
<PAGE>

         25.      TERMINATION OF OVERLEASE. Subject to the provisions of Section
6B hereof, in the event of and upon the termination or cancellation of the
Overlease pursuant to any of the provisions thereof, whether or not the
Commencement Date of this Sublease shall have occurred, this Sublease shall
automatically expire and terminate and shall be of no further force and effect,
and Subtenant shall have no claim against Sublessor of any kind whatsoever.
Sublessor shall, within five (5) Business Days of its receipt of a notice of
termination from Overlandlord, deliver a copy of the same to Subtenant.

                                       26
<PAGE>

         27.      RIGHT TO RENEWAL OPTIONS. Notwithstanding anything to the
contrary contained in the Sublease, the term of this Sublease shall not be
extended for any reason including, without limitation, Sublessor's election to
extend the term of the Overlease pursuant to Article 41 thereof or otherwise.

         28.      SURRENDER. Upon the expiration or other termination of this
Sublease, Subtenant shall quit and surrender the Demised Premises, broom clean,
in good order and condition, ordinary wear and tear and damage by fire or other
casualty excepted, vacant and free of all of its property and otherwise in
accordance with the terms and conditions of this Sublease and the Overlease.
Subtenant's obligations under this provision shall survive the expiration or
earlier termination of this Sublease.

         29.      NO WAIVER. The failure of either party to insist upon the
strict performance or observance of any obligation of the other party under this
Sublease or to exercise any right or other remedy under or with respect to this
Sublease shall not be construed as a waiver or relinquishment for the future of
that obligation, right or other remedy of either party. Sublessor's receipt and
acceptance of any rent, or acceptance of performance by Sublessor of any
obligation, with knowledge of Subtenant's breach or default under this Sublease,
shall not be construed as a waiver of that breach or default. No waiver by
either party of any provision of this Sublease shall be deemed to have been made
unless specifically expressed in a writing signed by the waiving party.

                                       27
<PAGE>

         30.      NO ORAL CHANGE. This Sublease cannot be changed orally or in
any manner other than by a written agreement executed by both parties.

         31.      SUCCESSORS AND ASSIGNS. Except as may be otherwise
specifically provided in this Sublease, the provisions of this Sublease 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 Sublessor's interest in the
Overlease, Sublessor shall be released and discharged from all covenants,
conditions and agreements of Sublessor under this Sublease arising from and
after the effective date of such assignment or transfer; provided, however, that
such covenants, conditions and agreements arising from and after the effective
date of such assignment or transfer shall be deemed to be assumed by and to be
binding upon such assignee or transferor.

         32.      INTERPRETATION.

         A.       This Sublease shall be governed by and construed in accordance
with the laws of the State of New York.

         B.       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 fullest extent permitted by law.

         C.       The captions, headings and titles contained in this Sublease,
if any, are solely for convenience of reference and shall not affect its
interpretation.

         D        This Sublease shall be construed without regard to any
presumption or other rule requiring construction against the party causing this
Sublease to be drafted.

         33.      EXECUTION AND DELIVERY. The submission to Subtenant of this
Sublease shall not constitute an option or offer for the subleasing of the
Demised Premises, and the execution and/or delivery of this Sublease by
Subtenant shall have no binding force or effect on Sublessor unless and until
Sublessor and Subtenant shall have (i) executed this Sublease, and (ii)
delivered a fully executed counterpart to each other.

                                       28
<PAGE>

         34.      COUNTERPARTS. This Sublease maybe executed in one or more
counterparts, each of which shall constitute an original hereof and all of
which, taken together, shall constitute one and the same instrument.

                                       29
<PAGE>

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

SUBLESSOR:                                  REUTERS C CORP.

                                            By: ________________________________
                                                Name:
                                                Title:

SUBTENANT:                                  INSTINET GLOBAL HOLDINGS, INC.

                                            By: ________________________________
                                                Name:
                                                Title:

                                       30
<PAGE>

                              AMENDMENT OF SUBLEASE

                  THIS AMENDMENT OF SUBLEASE (this "Amendment") is made as of
the 28 day of May 2003, by and between REUTERS C CORP"), having an office at
Three Times Square, New York, New York 10036 ("Sublessor"), and INSTINET GLOBAL
HOLDINGS, INC., having an office at Three Times Square, New York, New York 10016
("Subtenant").

         A.       Pursuant to a Sublease dated as of April 24, 2001, between
Sublessor and Subtenant (the "Sublease"), Sublessor subleased to Subtenant
362,155 rentable square feet of space in the building known as Three Times
Square, New York, New York (the "Demised Premises").

         B.       Subtenant and Sublessor wish to amend the Sublease on the
terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual covenants
herein contained, Sublessor and Subtenant hereby agree as follows:

                  1.       DEFINED TERMS. Unless they are otherwise defined in
this Amendment, all terms defined in the Sublease shall, when used in this
Amendment, have the meanings ascribed to them in the Sublease.

                  2.       MODIFICATION OF SUBLEASE. (a) Supplementing and
modifying Sections 2C and 2D of the Sublease, the giving of a Sublessor
Cancellation Notice or a Subtenant Cancellation Notice pursuant thereto,
although it shall effect the cancellation of the Sublease as to the remainder of
the Demised Premises, shall not effect the cancellation of the Sublease as to
any part of the Demised Premises that is on May 31, 2011, subjects to a sublease
or other occupancy agreement (other than the Sublease) that (a) has a term that
expires after such date and (b) has been consented to by Sublessor pursuant to
Section 12 of the Sublease. The Sublease shall continue in full force and effect
with respect to that part of the Demised Premises that is subject to any such
sublease or occupancy agreement (the "Continuing Premises") notwithstanding the
giving of a Sublessor Cancellation Notice or a Subtenant Cancellation Notice,
except that all references in the Sublease to the Demised Premises shall, for
all purposes (including , but not limited to, the calculation of Base Rent and
Additional Rental under the Sublease for the Continuing Premises for all periods
from and after June 1, 2011), be deemed references to the Continuing Premises
only.

                           (a)      Modifying Section 12F of the Sublease,
commencing December 1, 2013 Sublessor shall be entitled to 100% of Tenant's
Profits (as that term is defined in the Overlease) in connection with any then
existing or new sublettings.

                           (b)      Effective as of May 19, 2003, the words
"fifty basis points (.5%)"contained in Article 24 of the Sublease shall be
deleted and the words "the number of basis points then being charged for the
Letter of Credit" shall be substituted therefore.

                  3.       MISCELLANEOUS.

                           (a)      If any provision of this Amendment conflicts
with or is inconsistent with any provision of the Sublease, the terms of this
Amendment shall govern.

<PAGE>

                           (b)      This Amendment shall not be binding upon or
enforceable against Sublessor or Subtenant unless and until Sublessor shall have
executed and unconditionally delivered to Subtenant a fully executed counterpart
of this Amendment.

                           (c)      This Amendment may not be changed, modified,
terminated or discharged, in whole or in part, nor may any of its provisions be
waived, except by an agreement in writing executed by the party against whom
enforcement of any change, modification, termination, discharge or waiver is
sought.

                           (d)      Except as modified by this Amendment, all of
the terms and conditions of the Sublease shall continue in full force and
effect; and all of such terms and conditions, as so modified, are hereby
ratified and confirmed.

                           (e)      The covenants, agreements, terms, provisions
and conditions contained in this Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.

                           (f)      This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original but all of
which together shall constitute but one and the same instrument.

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

                                       SUBLESSOR:

                                       REUTERS C CORP.

                                       By: /s/ GLENN J. ELLIOTT
                                           -----------------------------------
                                           Name: Glenn J. Elliott
                                           Title: SVP - Real Estate Services

                                       SUBTENANT:

                                       INSTINET GLOBAL HOLDINGS, INC.

                                       By: /s/ PAUL BEIM
                                           -----------------------------------
                                           Name: Paul Beim
                                           Title: SVP