Exhibit
10.27

AGREEMENT OF SUBLEASE




AGREEMENT OF
SUBLEASE, dated as of the
               day of May, 2005, by
and between Wilmer Cutler Pickering Hale and Dorr LLP, a
Delaware limited liability partnership, successor by merger to Hale and
Dorr LLP ("Sublessor"), and Greenhill
& Co., Inc., a Delaware corporation
("Sublessee").


Basic Sublease
Definitions


			
	NAME OF SUBLESSOR:		Wilmer Cutler Pickering
Hale and Dorr LLP
			


			
	STATE OF
FORMATION:		Delaware
			


			
	SUBLESSOR'S
ADDRESS FOR NOTICES: 		60 State Street
Boston,
Massachusetts 02109
Attention: Managing
Partner
			


			
	PAYMENT OF RENT ADDRESS:		Wilmer
Cutler Pickering Hale and Dorr LLP
60 State Street
Boston,
Massachusetts 02109
Attention: Managing Partner
			


			
	NAME
OF SUBLESSEE:		Greenhill & Co.,
Inc.
			


			
	STATE OF
FORMATION:		Delaware
			


SUBLESSEE'S
ADDRESS(ES)

			
	(A) Prior to
Commencement Date:		300 Park Avenue
23rd
Floor
New York, New York 10022
			


			
	(B)
After Commencement Date:		300 Park
Avenue
23rd Floor
New York, New York
10022
			


			
			Attn: Hal J. Rodriguez, Jr.,
Managing Director of
Operations
			


			
	UNDERLYING LANDLORD:		TST 300
Park, L.P.
			


			
	UNDERLYING LEASE AND
AMENDMENTS:		Lease dated January 25,
2000
			


			
	EXCLUDED PROVISIONS:		Section
2.2(b), Section 2.4, Section 3.4, Article 4, Section 5.9, Section
7.5(c), Section 9.1(c), Section 10.6, Article 15, Section 18.1(g),
Article 27, Article 29, Section 31.1, Article 34, Article 35, Section
36.9, Section 36.18, Article 37, Article 39, Article 40, Exhibit C,
Exhibit D, Exhibit I and Exhibit
J.
			


			
	BUILDING:		300 Park Avenue
New
York, New York
			


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	DEMISED PREMISES:		A
portion of the Building consisting of the entire 21st and
22nd floors of the Building, as more particularly described
in the Underlying Lease.
			


			
	SUBLET
PREMISES:		A portion of the Building consisting of the
entire 22nd floor of the Building.
			


			
	AGREED
AREA OF SUBLET PREMISES:		18,614 rentable square feet,
as mutually agreed by Sublessor and Sublessee for purposes of this
Sublease, without any representation by Sublessor whatsoever as to the
actual square feet contained in the Sublet Premises or the Building or
any portions thereof.
			


			
	COMMENCEMENT
DATE:		The date which is the later to occur of (a) the
date on which this Sublease has been executed and delivered by both
parties and Underlying Landlord's consent has been obtained and
(b) the date on which Sublessor delivers possession of the Sublet
Premises to Sublessee.
			


			
	RENT COMMENCEMENT
DATE:		The Commencement Date
			


			
	EXPIRATION
DATE:		August 30,
2010
			


			
	TERM:		The period commencing on the
Commencement Date and ending on the Expiration
Date.
			


			
	PERMITTED USES:		As and to the
extent set forth in the Underlying Lease.
			


			
	FIXED
RENT:		Commencing on the Rent Commencement Date and
continuing through the Expiration Date, at the rate of One Million One
Hundred Forty Thousand One Hundred Seven and 50/100 Dollars
($1,140,107.50) per annum, payable in equal monthly installments of
Ninety-Five Thousand Eight and 96/100 Dollars ($95,008.96); provided
however, that Sublessee's first six (6) payments of Fixed Rent
for complete (non-partial) calendar months shall be in the reduced
amount of Ninety Thousand Eight and 96/100 Dollars
($90,008.96).
			


			
	ELECTRICITY ADDITIONAL
RENT:		Sublessee shall pay as Electricity Additional
Rent Sublessee's Proportionate Share of the Electrical Inclusion
Factor set forth in Article  16 of the Underlying Lease, which
amount is currently estimated to be Three Thousand Eight Hundred
Seventy-Seven and 42/100 Dollars ($3,877.42) per month according to the
Underlying Lease, subject to adjustment pursuant to said Article
16 thereof, and Section 2(c) hereof.
			


			
	ADDITIONAL
RENT:		All sums other than Fixed Rent payable by
Sublessee to Sublessor under this Sublease, including, without
limitation, Sublessee's Proportionate Share of Taxes and
Operating Expenses under Article 8 of the Underlying Lease, and late
charges, overtime or excess service charges, interest and other costs
related to Sublessee's 
			


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failure to perform any of its obligations
under this Sublease. Upon request, Sublessee shall pay as Additional
Rent the cost of Overtime Freight Elevator services to the extent
Sublessee actually uses such services, in accordance with Article 11 of
the Underlying Lease. Sublessee shall also pay as Additional Rent Three
Hundred and 00/100 Dollars ($300.00) per hour for the first two hundred
forty-five (245) hours of Overtime HVAC services under Article 11 of
the Underlying Lease regardless of whether or not Sublessee actually
uses such HVAC services, and Three Hundred Fifty and 00/100 Dollars
($350.00) per hour for each hour of Overtime HVAC services attributable
to the Sublet Premises (as measured by a separate meter) in excess of
the first two hundred forty-five (245) hours to the extent Sublessee
actually uses such HVAC services, subject to adjustment pursuant to
Section 2(c) hereof.
			


			
	SUBLESSEE'S PROPORTIONATE
SHARE:		Sublessee's Proportionate Share shall be
calculated by dividing the rentable area of the Sublet Premises by the
rentable area of the Demised Premises. Initially, Sublessee's
Proportionate Share is forty-nine percent (49%). In the event
the rentable area of the Sublet Premises or of the Demised Premises
shall be changed during the Term, then Sublessee's Proportionate
Share shall be recalculated accordingly.
			


			
	SECURITY
DEPOSIT:		Unconditional and irrevocable standby Letter
of Credit in the amount of Four Hundred Seventy-Five Thousand
Forty-Four and 00/80 Dollars ($475,044.80), as more particularly
described in Section 22.
			


			
	BROKER:		Byrnam
Wood, LLC and CB Richard Ellis, Inc.
			


			
	BASE TAX
YEAR:		The Tax Year commencing on July 1, 2004 and
ending on June 30, 2005
			


			
	BASE EXPENSE
YEAR:		Calendar year
2005
			


All capitalized terms used in the
text of this Sublease without definition are defined
above.


W I T N E S S E T H:

WHEREAS, Sublessor
is the tenant of the Demised Premises in the Building, and Sublessee is
desirous of subletting a portion of the Demised Premises as shown
hatched on the floor plan annexed hereto as Exhibit A (the
"Sublet Premises") from Sublessor upon the
terms and conditions hereinafter set forth:

NOW, THEREFORE, in
consideration of the rental payments to be made hereunder by Sublessee
to Sublessor and the mutual terms, covenants, conditions, provisions
and agreements hereinafter set forth, Sublessor does hereby sublet to
Sublessee and Sublessee does hereby take and hire from Sublessor, the
Sublet Premises.

This Sublease shall be expressly subject and
subordinate to all of the terms, covenants, conditions, provisions and
agreements contained in the Underlying Lease. A true copy of the
Underlying Lease, with certain of the Excluded Provisions deleted or
redacted, has been delivered to, and reviewed by, Sublessee and is
annexed hereto and made a part hereof as Exhibit B. The provisions of
the Underlying Lease are specifically incorporated 

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herein by reference, except such terms,
covenants, conditions, provisions and agreements as are specifically
inconsistent with the terms hereof or are set forth in this Sublease in
the Basic Sublease Provisions (the "Excluded
Provisions") and except that all references therein to
"Landlord" shall mean Sublessor, all
references therein to "Tenant" shall mean
Sublessee, all references to "Demised/Leased
Premises" shall mean Sublet Premises, and all references
to "this Lease" shall mean this Sublease. If
any provisions of this Sublease shall conflict with any provision of
the Underlying Lease, then, as between Sublessor and Sublessee the
provisions of this Sublease shall control; provided, however, that if
such construction of terms would cause Sublessor to be in default under
the terms of the Underlying Lease, then such inconsistency shall be
resolved in favor of the Underlying Lease.

Subject to the terms
of this Sublease, Sublessor leases to Sublessee and Sublessee leases
from Sublessor, the Sublet Premises for the Term.

Fixed
Rent.

Sublessee shall pay to Sublessor, at the Payment of Rent
Address, during the Term, Fixed Rent in equal monthly installments,
commencing on the Rent Commencement Date and thereafter on the first
day of each and every calendar month during the Term. The Fixed Rent
for any month of the term of this Sublease which does not begin or end
on the first or last day of a calendar month shall be prorated on a
daily basis in accordance with the Fixed Rent due for the calendar
month. All Fixed Rent, Additional Rent and other sums and charges due
to Sublessor under this Sublease shall be paid by Sublessee at the
Payment of Rent Address set forth above, or at such other place as
Sublessor may designate, without any notice, setoff or deduction
whatsoever. Sublessee's obligation to make such payments shall
survive the Expiration Date or sooner termination of this Sublease.

All other costs and expenses which Sublessee assumes or agrees to
pay pursuant to this Sublease shall be deemed Additional Rent and, in
the event of non-payment, Sublessor shall have all the rights and
remedies provided for in case of non-payment of Fixed Rent (or its
equivalent term) in the Underlying Lease. If Sublessee shall fail to
duly and timely pay any installment of Fixed Rent or Additional Rent,
Sublessee shall also pay to Sublessor a late charge(s) and interest
charges due and payable from Sublessor to Underlying Landlord pursuant
to Section 2.3 of the Underlying Lease, such late charge to be payable
as Additional Rent hereunder. The payment of such late charge shall be
in addition to all other rights and remedies available to Sublessor in
the case of non-payment of Fixed Rent.

In the event Sublessor
incurs any costs or expenses which are directly attributable to
services or utilities furnished to the Sublet Premises or repairs made
in the Sublet Premises, such costs and expenses shall be deemed
Additional Rent under this Sublease, and Sublessee shall pay Sublessor
or the applicable provider, as the case may be, the full amount of such
costs and expenses within five (5) days after receipt of the applicable
invoices.

Electricity Additional Rent.

Sublessee
shall pay to Sublessor, as Additional Rent, those payments designated
as Electricity Additional Rent in the Basic Sublease Provisions above,
which are applicable to the term of this Sublease. Such charges shall
be paid within five (5) days of each of Sublessor's billings
therefor.

Sublessor shall not be liable in any way to Sublessee
for any failure or defect in supply or character of electric current
furnished to the Sublet Premises. Sublessee covenants and agrees that,
at all times, neither its connected nor its demand electrical load will
violate the Underlying Lease. Any sums due and payable to Sublessor
under this paragraph shall be deemed to be, and collectible as,
Additional Rent.

Notwithstanding anything to the contrary
herein, Sublessor hereby consents and agrees that Sublessee may attempt
to directly renegotiate the terms and conditions of the Underlying
Lease relating to the how the occupant of the Subleased Premises
obtains, meters and/or pays for electricity and HVAC services to the
Subleased Premises. Sublessor and Sublessee hereby acknowledge, consent
and agree that in the event Sublessee and Underlying Landlord agree to
another method of obtaining, metering and/or paying for electricity and
HVAC services to the Subleased Premises, then provided there is no
increased cost or burden to Sublessor, such methodology shall be used
with respect to the Subleased Premises, without additional
documentation required. 

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In the event Underlying Landlord and/or
Sublessee determine it is in the best interest of the parties to amend
the Underlying Lease and/or this Sublease to reflect the new terms
relating to electricity and HVAC services, then Sublessor shall
reasonably cooperate with Underlying Landlord and/or Sublessee, at no
expense to Underlying Landlord or Sublessee, to execute such amendments
so long as the requested amendments do not increase Sublessor's
liability or obligations under the Underlying Lease, or the liabilities
or obligation of Sublessor or Goldentree Asset Management L.P. under
the sublease between those parties.

Additional
Rent.

Sublessee shall pay to Sublessor, as additional rent,
those payments designated as Additional Rent in the Basic Sublease
Provisions above, which are applicable to the term of this Sublease.
The Additional Rent payable by Sublessee shall be paid to Sublessor in
the manner and five (5) days before each such date as Sublessor shall
be required to pay its corresponding share of such Additional Rent
pursuant to the Underlying Lease, provided that Sublessee shall have
been billed therefor at least ten (10) days prior to such due date, and
which bill shall be accompanied by a copy of Underlying
Landlord's bill and other material furnished to Sublessor in
connection therewith. Payments for the last year of the term shall be
equitably prorated. If Sublessor shall receive a credit or a refund of
any such Additional Rent from Underlying Landlord pursuant to the terms
of the Underlying Lease, pertaining to Sublessee's obligations
hereunder, Sublessor shall within a reasonable period of time after its
receipt thereof, refund to Sublessee the portion thereof, if any,
constituting Additional Rent which shall have been paid by Sublessee
hereunder.

Compliance with Underlying Lease.

Sublessee covenants and agrees to observe and perform all of the
terms, covenants, conditions, provisions and agreements to be performed
by Sublessor, as tenant pursuant to the Underlying Lease, except for
any Excluded Provisions, and further covenants and agrees not to do or
suffer or permit anything to be done which would result in a default
under or cause the Underlying Lease to be terminated. Notwithstanding
the foregoing, all grace periods specified in the Underlying Lease
shall, for purposes of determining compliance by Sublessee with the
provisions hereof, be each reduced by five (5) days.

Non-Liability, Indemnity.

Sublessee shall and hereby
does indemnify, defend and hold Sublessor harmless from and against any
and all actions, claims, demands, damages, liabilities and expenses
(including, without limitation, reasonable attorneys' fees and
disbursements) asserted against, imposed upon or incurred by Sublessor
by reason of (a) any violation caused, suffered or permitted by
Sublessee, its agents, contractors, servants, licensees, employees or
invitees, of any of the terms, covenants, conditions, provisions or
agreements of the Underlying Lease; (b) any damage or injury to persons
or property occurring upon or in connection with the use or occupancy
of the Sublet Premises; (c) the use or maintenance of the Sublet
Premises or any business therein or any work or thing whatsoever done,
or any condition created in or about the Sublet Premises during the
term (or any time prior to the Commencement Date that Sublessee may
have been given access to the Sublet Premises); (d) any negligent or
otherwise wrongful act or omission of Sublessee or any of its agents,
contractors, servants, licensees, employees or invitees; (e) any
failure of Sublessee to perform or comply with all of the provisions of
this Sublease hereof that are applicable to Sublessee; and (f) any
obligation Sublessor may have to indemnify Underlying Landlord under
the Underlying Lease, to the extent related to the Sublet Premises and
during the Term. Neither Sublessor nor any agent, contractor, servant,
licensee, employee or invitee of Sublessor shall be liable to Sublessee
for any death of or injury or damage to Sublessee or any other person
or for any damage to or loss (by theft or otherwise) of any property of
Sublessee or any other person, except to the extent caused by or due to
the willful acts or gross negligence of Sublessor, or its agents,
contractors, servants, licensees or employees. In case any action or
proceeding be brought against Sublessor or any agent, contractor,
servant, licensee, employee or invitee of Sublessor by reason of any of
the foregoing, Sublessee, upon notice from Sublessor, shall defend such
action or proceeding by counsel chosen by Sublessee, who shall be
reasonably satisfactory to Sublessor. Sublessee or its counsel shall
keep Sublessor fully apprised at all times of the status of such
defense and shall not settle same without the written consent of
Sublessor, not to be unreasonably withheld, delayed or conditioned.

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Name of Building.

So long
as Colgate-Palmolive Company (or any of its subsidiaries, affiliates or
parents) shall be a tenant in the Building, Sublessee covenants and
agrees that it will not use the name "Colgate-Palmolive
Building" or any simulation or abbreviation thereof, as
its address, either on stationery, by listing in the telephone book or
other printed matter, publication, picture or rendering or in
advertising matter of any sort, unless such use is approved, in
writing, by Colgate, Underlying Landlord and Sublessor. Sublessee
covenants that any sub-sublease of any part of the Sublet Premises
shall contain a similar restriction binding any future tenants.

Performance by Underlying Landlord.

Sublessor does
not assume any obligation to perform the terms, covenants, conditions,
provisions and agreements contained in the Underlying Lease on the part
of Underlying Landlord to be performed, including, without limitation,
Underlying Landlord's obligations pursuant to Section 9.1(c)
thereof. The representations of Underlying Landlord are not the
representations of Sublessor. In the event Underlying Landlord shall
fail to perform any of the terms, covenants, conditions, provisions and
agreements contained in the Underlying Lease on its part to be
performed, Sublessor shall be under no obligation or liability
whatsoever to Sublessee. Sublessor shall cooperate with Sublessee, at
no cost to Sublessor, in seeking to obtain the performance of
Underlying Landlord under the Underlying Lease. Sublessee shall not be
allowed any abatement or diminution of Fixed Rent or Additional Rent
under this Sublease because of Underlying Landlord's failure to
perform any of its obligations under the Underlying Lease.
Notwithstanding the foregoing, in the event that Sublessor receives an
abatement or diminution of Fixed Rent or Additional Rent from
Underlying Landlord that relates to the Sublet Premises, Sublessee
shall be entitled to an equivalent or proportionate abatement or
diminution of Fixed Rent or Additional Rent.

Maintenance
Obligations.

Sublessee shall assume the responsibility for and
pay for all maintenance, repairs and replacements to the Sublet
Premises during the Term of this Sublease, to the extent Sublessor is
obligated to perform the same to the Sublet Premises in the Underlying
Lease, and subject to and in accordance with the services and repairs,
if any, which Underlying Landlord may be obligated to provide and to
make in the Underlying Lease.

Alterations.

Sublessee shall not make any changes, alterations, additions or
improvements to the Sublet Premises without first obtaining the written
consent of the Underlying Landlord and Sublessor; provided, however,
that Sublessor's consent shall not be required if the written
consent of the Underlying Landlord is first obtained, and Sublessee
assumes all responsibility for restoration relating to any such
changes, alterations, additions or improvements, as set forth below. If
Sublessee's alterations are permitted or consented to as
aforesaid, Sublessee shall comply with all of the covenants of
Sublessor contained in the Underlying Lease pertaining to the
performance of such alterations. In addition, Sublessee hereby
expressly assumes all responsibility for any and all removal or
restoration obligations in connection with Sublessee's
alterations, and Sublessee agrees to indemnify, defend and hold
Sublessor harmless from any and all loss, cost, and expense (including,
without limitation, reasonable attorneys' fees) incurred by
Sublessor and arising out of the performance of Sublessee's
alterations. Simultaneously with the submission of any documents to the
Underlying Landlord relating to alterations to the Sublet Premises,
Sublessee shall send copies of all such documents to Sublessor.
Sublessee shall pay all costs and expenses relating to any changes,
alterations, additions or improvements and shall cause same to be
completed in accordance with law and the terms, covenants, conditions,
provisions and agreements of the Underlying Lease. Sublessee hereby
agrees to indemnify, defend and hold Sublessor harmless from any and
all loss, cost and expense (including, without limitation, reasonable
attorneys fees) incurred by Sublessor as a result of Sublessee's
failure to comply with the aforesaid terms, covenants, conditions,
provisions or agreements. In the event that any of Sublessee's
alterations result in the Underlying Landlord charging an
administrative fee pursuant to Section 5.6 of the Underlying Lease,
Sublessee shall pay the full amount of such fee to Sublessor within ten
(10) days of receiving written notice of same.

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Initial Condition of Sublet
Premises.

Sublessee represents that it has inspected the Sublet
Premises and agrees to take the same vacant, broom clean, and otherwise
in its present "AS-IS" condition, and
Sublessee acknowledges that no representations with respect to the
condition thereof have been made by Sublessor or anyone on
Sublessor's behalf. Any work required by Sublessee to prepare the
Sublet Premises for its occupancy shall be made and paid for by
Sublessee and shall be subject to all of the terms, covenants,
conditions, provisions and agreements set forth in the Underlying
Lease. All furniture and personal property and equipment currently in
the Sublet Premises, if any, shall have been removed by Sublessor prior
to the Commencement Date.

Assignment and
Subletting.

Sublessee shall not assign this Sublease or sublet
the Sublet Premises or any portion thereof, permit the occupancy of any
portion of the Sublet Premises by any person, persons or entity other
than Sublessee or a wholly owned affiliate or subsidiary of Sublessee,
or otherwise transfer, mortgage or encumber this Sublease, the Sublet
Premises or any part thereof, or permit the use thereof without first
complying with the provisions of the Underlying Lease and obtaining
Sublessor's consent thereto, which consent may be granted or
withheld in Sublessor's sole discretion, provided, however, that
if Underlying Landlord grants its consent to the proposed transaction,
then Sublessor shall be deemed to have granted its consent to the
proposed transaction. Except with respect to (a) publicly-traded shares
of Sublessee, (b) secondary sales of shares of Sublessee to the public
market, and (c) an issuance by Sublessee of common stock, any transfer
of more than twenty-five percent (25%) of the common stock,
partnership interests or membership interests, as the case may be, of
Sublessee shall be deemed an assignment requiring Sublessor's
consent thereto. Copies of all documentation required by the Underlying
Lease to be delivered in connection with any such assignment or
subletting shall be delivered by Sublessee simultaneously to Underlying
Landlord and Sublessor, together with Sublessee's request for
consent. Sublessee shall, upon demand, pay for all reasonable expenses
incurred by Sublessor in connection with any request for consent to an
assignment or sublease, including, without limitation, reasonable
attorneys' fees and any costs required to be paid by Sublessor to
the Underlying Landlord under the Underlying Lease. No Sublessor
consent to an assignment of this Sublease or a sublease of all or a
portion of the demised premises shall be deemed to be a release of
Sublessee from the performance of Sublessee's covenants
hereunder, and in all such cases Sublessee shall remain fully liable
for its obligations under this Sublease. If Underlying Landlord and
Sublessor shall give their consent to any assignment of this Sublease
or any sub-sublease, Sublessee shall, in consideration therefor, pay to
Sublessor, as Additional Rent:

In the case of an assignment, any
and all sums and other consideration paid to Sublessee by the assignee
for or by reason of such assignment, after deduction of the unamortized
cost of the build-out work and improvements made by Sublessee to the
Subleased Premises, the commercially reasonable and customary costs
incurred by Sublessee in effectuating such assignment, amortized over
the remaining Term of this Sublease, including reasonable
attorneys' fees, advertising costs, rent concessions,
construction costs and brokerage commissions, all of which as evidenced
by bills, receipts or other evidence of such costs reasonably
satisfactory to Sublessor (collectively,
"Expenses").

In the case of a
sub-sublease, any and all rents, additional rents or other
consideration payable under the sub-sublease or otherwise to Sublessee
by the sub-subtenant which are in excess of the fixed annual rent and
additional rent accruing during the term of this Sublease in respect of
the sub-subleased space (at the rate per square foot payable by
Sublessee hereunder) pursuant to the terms hereof, after deduction of
Expenses incurred by Sublessee in connection with such sub-sublease,
amortized over the term of the sub-sublease.

The sums payable
under subparagraphs (i) and (ii) hereof shall be paid to Sublessor as
and when received by Sublessee.

If this Sublease be assigned, or
if the Sublet Premises or any portion thereof be underlet or occupied
by anybody other than Sublessee, Sublessor may, after default by
Sublessee, collect rent from the assignee, undertenant or occupant, and
apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a
waiver of this covenant, or the acceptance of the assignee, undertenant
or occupant as tenant, or a release of Sublessee from the further
performance by 

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Sublessee of the covenants on the part of
Sublessee herein contained, and Sublessee shall be and remain liable
under all of the terms, covenants, conditions, provisions and
agreements hereof.

Insurance.

Sublessee shall
procure and maintain, at its own cost and expense, such liability
insurance as is required to be carried by Sublessor pursuant to the
Underlying Lease, naming Sublessor, as well as Underlying Landlord, in
the manner required therein, and such property insurance as is required
to be carried by Sublessor pursuant to the Underlying Lease to the
extent such property insurance pertains to the Sublet Premises,
including, without limitation, coverage of replacement value of any and
all existing leasehold improvements, regardless of whether such
improvements were or are installed by Underlying Landlord, Sublessor or
Sublessee and which replacement value coverage shall, as of the
Commencement Date, be in the amount required pursuant to the Underlying
Lease. Sublessee shall furnish Sublessor a certificate of
Sublessee's insurance confirming that all such insurance is in
effect at or before the Commencement Date and, on request, at
reasonable intervals thereafter. Each party shall attempt to obtain
from its insurance carrier a waiver of its right of subrogation and
each party hereby waives claims against the other for property damage
provided such waiver shall not invalidate the waiving party's
property insurance. Sublessee hereby waives claims against Underlying
Landlord and Sublessor for property damage to the Sublet Premises or
its contents if and to the extent Sublessor waives such claims against
Underlying Landlord pursuant to the Underlying Lease. Sublessee agrees
to obtain, for the benefit of Underlying Landlord and Sublessor, such
waivers of subrogation rights from its insurer as are required of
Sublessor pursuant to the Underlying Lease.

Default.


Sublessee Default.    In the event Sublessee defaults in
the performance of any of the terms, covenants, conditions, provisions
and agreements of this Sublease or of the Underlying Lease, after the
expiration of all applicable notice and cure periods, Sublessor shall
be entitled to exercise any and all of the rights and remedies to which
it is entitled by law and also any and all of the rights and remedies
specifically provided to or for the benefit of Underlying Landlord in
the Underlying Lease, which rights and remedies are hereby incorporated
herein and made a part hereof with the same force and effect as if
herein specifically set forth in full, and that wherever in the
Underlying Lease rights and remedies are given to Underlying Landlord,
the same shall be deemed to apply to Sublessor hereunder.


Sublessor Default.    In the event Sublessor defaults,
due to no fault of Sublessee, in the performance of any of the terms,
covenants, conditions, provisions and agreements of this Sublease or of
the Underlying Lease, Sublessor covenants and agrees to indemnify
Sublessee against and hold Sublesee harmless from any and all liability
, loss, damage, suit, penalty, claim and demand of every kind and
nature (including , without limitation, reasonable attorneys'
fees) arising out of, by reason of, or resulting from Sublessor's
failure to perform or observe and of the terms and conditions of this
Sublease or of the Underlying Lease. If Sublessee is not in monetary
default hereunder, and Sublessor fails to pay any Rent, Additional Rent
or other charges due to Underlying Landlord under the Underlying Lease,
Sublessee, may, but shall not be required to, pay said amounts to
Underlying Landlord and deduct the same from future payments due to
Sublessor and additionally may make all future payments due under this
Sublease directly to Underlying Landlord.

Sublease
Consent.

This Sublease shall become effective only if the
written consent hereto of Underlying Landlord is obtained. Sublessee
agrees to provide such information in connection with such request as
Underlying Landlord shall reasonably request. If the foregoing consent
is not obtained within thirty (30) days of the date hereof (the
"Outside Date"), then Sublessor or Sublessee
may, on or before the date that is ten (10) days after the Outside
Date, cancel this Sublease by giving written notice to the other party
of its election to cancel. If neither party gives notice to cancel on
or before the date that is ten (10) days after the Outside Date, time
being of the essence, then neither party shall have any further right
to cancel this Sublease pursuant to this paragraph. Upon either
party's receipt of a valid notice of cancellation, this Sublease
shall be null and void and Sublessor shall return to Sublessee the
Security Deposit paid by Sublessee to Sublessor, and thereupon this
Sublease shall be null and void and neither party shall have any
further obligation to the other except as expressly set forth herein.


39









In the event that Underlying Landlord shall
notify Sublessor that it will not consent to this Sublease, then
Sublessor will promptly notify Sublessee of such fact, return to
Sublessee the Security Deposit paid by Sublessee to Sublessor, and
thereupon this Sublease shall be null and void and neither party shall
have any further obligation to the other except as expressly set forth
herein.

Attornment.

If the Underlying Lease and
Sublessor's leasehold interest in the Demised Premises shall be
terminated, other than as a result of a casualty or condemnation or
sale in lieu thereof, Sublessee shall, if so requested in writing by
Underlying Landlord, attorn to Underlying Landlord and shall, during
the term of this Sublease, perform all of the terms, covenants,
conditions, provisions and agreements of this Sublease on the part of
Sublessee to be performed. In the event of any such attornment,
Underlying Landlord shall not be (a) liable for any act or omission or
default of any prior sublessor (including, without limitation,
Sublessor); (b) subject to any offsets or defenses which Sublessee
might have against any prior sublessor (including, without limitation,
Sublessor); (c) bound by any Fixed Rent or Additional Rent which
Sublessee might have paid for more than the current month to any prior
sublessor (including, without limitation, Sublessor); or (d) bound by
any amendment or modification of this Sublease made without Underlying
Landlord's written consent. The foregoing shall be self-operative
without the necessity of the execution of any further instruments, but
Sublessee agrees, upon the demand of Underlying Landlord, to execute,
acknowledge and deliver any instrument or instruments confirming such
attornment.

Notice.

Any notice to be given under
this Sublease shall be in writing and shall be sent by registered or
certified mail, return receipt requested, or by nationally-recognized
overnight courier, to the addresses herein stated above in Basic
Sublease Provisions. Each party shall have the right upon ten (10)
days' prior written notice, to change, by notice in writing, the
address to which such party's notice is to be sent. Any notice to
be given by Sublessor may be given by the attorneys for Sublessor.
Notices shall be deemed given upon receipt or refusal thereof.

Sublessor shall promptly deliver to Sublessee copies of all notices
and other communications which it sends or receives from Underlying
Landlord in connection with the Underlying Lease or the Sublet
Premises, including without limitation, all notices of default or
breach which shall be delivered to Sublessee within three (3) business
days of Sublessor's receipt of such notices, but in no event
later than two (2) business days before the applicable cure period
expires. Sublessor shall also promptly deliver to Sublessee notices
received from third parties regarding Sublessor or Sublessee's
obligations under the Underlying Lease of this Sublease.

Quiet Enjoyment.

Sublessor covenants that Sublessee,
on paying the Fixed Rent and Additional Rent and performing all the
terms, covenants, conditions, provisions and agreements hereunder,
shall and may peacefully and quietly have, hold and enjoy the Sublet
Premises for the term aforesaid, free from any interference or
hindrance by Sublessor, but subject to the exceptions, reservations and
conditions hereof.

Surrender of Sublet Premises.

On the date upon which the term hereof shall expire and come to an
end, whether on the Expiration Date, by lapse of time or otherwise,
Sublessee, at Sublessee's sole cost and expense, shall quit and
surrender the Sublet Premises and all improvements therein to Sublessor
in the same good order and condition as Sublessor is delivering them to
Sublessee, subject to the provisions of the Underlying Lease, together
with all keys and security cards.

Broker.

Sublessee represents and warrants to Sublessor and Sublessor
represents and warrants to Sublessee that the Broker is the only broker
with whom each party dealt in relation to this transaction and that
neither party has had any dealings, either direct or indirect, with any
other real estate agent or broker in connection with this transaction.
The breaching party agrees to indemnify, defend and hold the
non-breaching party harmless from 

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any loss, liability and expense incurred by
the non-breaching party as a result of any claim made against the
breaching party, which is based upon a breach of said representation by
the breaching party, which indemnification obligation hereunder shall
survive the Expiration Date or sooner termination of this Sublease.
Sublessor hereby agrees to pay the Broker a commission pursuant to a
separate agreement if, as and when due.

Successors and
Assigns.

This Sublease shall be binding upon and, except as
prohibited by this Sublease or the Underlying Lease, inure to the
benefit of the parties hereto and their respective successors and
assigns.

No Modifications.

This Sublease may not
be modified except by written agreement signed by Sublessor and
Sublessee.

Security Deposit.

Sublessee has
deposited with Sublessor as the Security Deposit for the faithful
performance and observance by Sublessee of the terms, covenants,
conditions, provisions and agreements of this Sublease and shall
maintain in effect at all times during the term following delivery
thereof, an unconditional and irrevocable standby letter of credit, in
form and substance satisfactory to Sublessor in the amount of Four
Hundred Seventy-Five Thousand Forty-Four and 00/80 Dollars
($475,044.80) issued by a banking corporation (the
"Bank") satisfactory to Sublessor and having
its principal place of business or its duly licensed branch in New
York, New York, at which location the letter of credit may be presented
for payment. Such letter of credit shall have an expiration date no
earlier than the first anniversary of the date of issuance thereof and
shall provide that it shall be automatically renewed from year to year
during the Term through the date that is at least sixty (60) days after
the Expiration Date, unless terminated by the Bank by notice to
Sublessor given not less than forty-five (45) days prior to the then
expiration date therefor. It is agreed that in the event Sublessee
defaults in respect of any of the terms, covenants, conditions,
provisions or agreements of this Sublease, including, but not limited
to, the payment of Fixed Rent and additional rent beyond applicable
notice and grace period(s), or if the letter of credit is terminated
pursuant to the preceding sentence and is not replaced within twenty
(20) days prior to its expiration date that (i)  Sublessor shall
have the right to require the Bank to make payment to Sublessor of as
much of the entire proceeds of the letter of credit as shall be
reasonably necessary to cure the default, or to make payment of the
entire proceeds of the letter of credit if it has not been replaced
within said twenty (20) day period, and (ii) Sublessor may apply said
sum so paid to it by the Bank to the extent required for the payment of
any Fixed Rent or additional rent or any other sum as to which
Sublessee is in default or for any sum which Sublessor may expend or
may be required to expend by reason of Sublessee's default in
respect of any of the terms, covenants, conditions, provisions and
agreements of this Sublease beyond any applicable notice and grace
period(s), including, but not limited to, any damages or deficiency in
the reletting of the Sublet Premises, whether such damages or
deficiency accrues before or after summary proceedings or other
re-entry by Sublessor, without thereby waiving any other rights or
remedies of Sublessor with respect to such default; or, in the case of
a draw for failure to replace a letter of credit, hold the proceeds as
a cash Security Deposit, with no obligation to segregate such funds or
pay any interest thereon to Sublessee. Sublessor agrees to give
Sublessee notice if it applies any portion of the proceeds of the
letter of credit, which notice may be given after such application. If
Sublessor applies any part of the proceeds of the letter of credit,
Sublessee, upon demand, shall promptly deposit with Sublessor, the
amount so applied or retained so that the Sublessor shall have the full
Security Deposit on hand at all times during the term of this Sublease.
If Sublessee shall fully and faithfully comply with all of the terms,
covenants, conditions, provisions and agreements of this Sublease, any
letter of credit, or any remaining portion of any sum collected by
Sublessor hereunder from the Bank, together with any other portion or
sum held by Sublessor as security, shall be returned to Sublessee after
the Expiration Date and after delivery of possession of the entire
Sublet Premises to Sublessor in the condition required hereunder.
Sublessee shall have the right to substitute one letter of credit for
another, provided that, at all times, the letter of credit shall meet
the requirements of this paragraph. In the event Sublessee exercises
said right of substitution, the letter of credit held by Sublessor
prior to said substitution shall be promptly returned to Sublessee. In
the event of an assignment by Sublessor of its interest under the
Underlying Lease and this Sublease, Sublessor shall have the right to
transfer the letter of credit to the assignee, and Sublessee agrees to
look solely to the new Sublessor for 

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the return of said security and it is agreed
that the provisions hereof shall apply to every transfer or assignment
made of the security to a new Sublessor, provided the new Sublessor
shall assume the obligations of the Sublessor hereunder.

Signage.

Subject to the provisions of the Underlying
Lease, Sublessor agrees to request that Underlying Landlord add
Sublessee's name on the entrance doors and floor lobby, as well
as on the Building lobby directory, if necessary, or provide Sublessee
with a reasonable number of Sublessor's existing directory
lines.

Inability to Perform, Delays.

Sublessor
shall deliver possession of the Sublet Premises to Sublessee within
three (3) days after receipt of Underlying Landlord's consent to
this Sublease. If Sublessee shall be delayed in obtaining possession of
the Sublet Premises because of delays in obtaining consent or for any
other reason beyond the reasonable control of Sublessor, Sublessor
shall not be subject to any liability, the effectiveness of this
Sublease shall not be affected, and the term hereof shall not be
extended. The provisions hereof are intended to constitute
"an express provision to the contrary" within
the meaning of Section 223-a of the New York Real Property Law.

Destruction by Fire or Other Casualty. Condemnation.

If the Sublet Premises or the Building shall be partially or totally
damaged or destroyed by fire or other casualty, Sublessee shall have no
right to terminate this Sublease and this Sublease shall not be
terminated by reason of such casualty unless the Underlying Lease is
terminated by Sublessor or Underlying Landlord pursuant to the
provisions of the Underlying Lease.

If the Sublet Premises are
partially or totally damaged by fire or other casualty as a consequence
of which Sublessor shall receive an abatement of rent or Additional
Rent relating to the Sublet Premises, then in such event, there shall
be a corresponding proportionate abatement of the Fixed Rent payable
hereunder.

Sublessee shall give Sublessor and Underlying
Landlord notice of any fire, casualty or accident in or about the
Sublet Premises promptly after Sublessee becomes aware of such
event.

If the Underlying Lease is terminated pursuant to the
provisions thereof as the result of a taking of all or any portion of
the Building by condemnation (or deed in lieu thereof), this Sublease
shall likewise terminate. In such event, Sublessee shall have no claim
to any portion of the award with respect to any such taking, except to
file a claim for the value of its fixtures or for moving expenses;
provided, however, that Sublessor's award is not thereby reduced
or otherwise adversely affected.

Sublessee waives the provisions
of Section 227 of the New York Real Property Law, which is superseded
by the provisions of this paragraph.

Bankruptcy.

In the event Sublessee becomes the subject of proceedings involving
bankruptcy, insolvency or reorganization of Sublessee, or if Sublessee
makes an assignment for the benefit of creditors, or petitions for, or
enters into an arrangement with creditors, Sublessor shall have the
same rights as to Sublessee as are afforded Underlying Landlord under
the Underlying Lease under similar circumstances involving
Sublessor.

No Waiver, etc.

No agreement to
accept a surrender of this Sublease shall be valid unless in writing
and signed by Sublessor and Sublessee. The failure of Sublessor or
Sublessee to enforce any terms, covenants, conditions, provisions or
agreements of this Sublease shall not prevent the later enforcement
thereof or a subsequent act which would have constituted a violation
from having all the force and effect of an original violation. The
receipt by Sublessor or payment by Sublessee of Fixed Rent or other
rent or charges with knowledge of the breach of any covenant of this
Sublease shall not be deemed a waiver of such breach. The parties
hereto, to the fullest extent permitted by law, waive trial by jury in
any action or proceeding relating hereto and consent to the
jurisdiction of the 

42









applicable court system of the jurisdiction
in which the Sublet Premises is situated. Sublessee hereby waives any
right to interpose any counterclaim in any action brought by Sublessor
in connection herewith. The foregoing shall not be deemed a waiver by
Sublessee of the right to interpose any counterclaim to the extent that
the failure to interpose same would prohibit Sublessee from bringing
the claim, which is the basis thereof, in a separate action.

Limitations on Sublessee's Remedies.

With
respect to any provision of this Sublease which specifically requires
that Sublessor shall not unreasonably withhold or unreasonably delay
its consent or approval, Sublessee in no event shall be entitled to
make, nor shall Sublessee make, any claim, and Sublessee hereby waives
any claim, for any sum of money whatsoever as damages, costs, expenses,
attorneys' fees or disbursements, whether affirmatively or by way
of setoff, counterclaim or defense, based upon any claim or assertion
by Sublessee that Sublessor has unreasonably withheld or unreasonably
delayed such consent or approval. Except as specifically set forth and
permitted in Section 13(b) above, Sublessee's sole remedies for
claimed unreasonable withholding or unreasonable delaying by Sublessor
of its consent or approval shall be either (a) an action or proceeding
brought and prosecuted solely at Sublessee's own cost and expense
to enforce such provision, for specific performance, injunction or
declaratory judgment; or (b) an arbitration proceeding governed by the
provisions set forth in this Section 28. In any such arbitration
proceeding pursuant to subsection (b) hereof, either party may submit
the dispute for resolution by arbitration in the City of New York in
accordance with the Commercial Arbitration Rules (Expedited Procedures)
of the American Arbitration Association
("AAA"), except that the terms of this
Article 28 shall supersede any conflicting or otherwise inconsistent
rules. Provided the rules and regulations of the AAA so permit, (i) the
AAA shall, within two (2) business days after such submission or
application, select a single arbitrator having at least ten (10)
years' experience in leasing and management of commercial
properties similar to the Building, (ii) the arbitration shall commence
two (2) business days thereafter and shall be limited to a total of
seven (7) hours on the date of commencement until completion, with each
party having no more than a total of two (2) hours to present its case
and to cross-examine or interrogate persons supplying information or
documentation on behalf of the other party, and (iii) the arbitrator
shall make a determination within three (3) business days after the
conclusion of the presentation of Sublessor's and
Sublessee's cases, which determination shall be limited to a
decision upon (A) whether Sublessor acted reasonably in withholding its
consent or approval, or (B) the specific dispute presented to the
arbitrator, as applicable (and the arbitrator shall not be permitted to
modify any of the terms of this Sublease). The arbitrator's
determination shall be final and binding upon the parties, whether or
not a judgment shall be entered in any court. All actions necessary to
implement such decision shall be undertaken as soon as possible, but in
no event later than ten (10) business days after the rendering of such
decision. The arbitrator's determination may be entered in any
court having jurisdiction thereof. All fees payable to the AAA for
services rendered in connection with the resolution of the dispute
shall be paid by the unsuccessful party. The arbitrator shall not be
entitled to award monetary damages.

Occupancy Tax.

In addition to paying Sublessee's Proportionate Share of all
taxes due pursuant to Article 8 of the Underlying Lease, Sublessee
shall pay directly to the City of New York, all occupancy and rent
taxes which may be payable by Sublessee to the City of New York in
respect of the rent reserved by this Sublease and will pay all other
taxes, the payment of which shall be imposed directly upon any occupant
of the Sublet Premises.

Rules and Regulations.

Sublessee agrees to comply with all rules and regulations that
Underlying Landlord has made or may hereafter from time to time
promulgate for the Building. Sublessor shall not be liable in any way
for damage caused by the non-observance by any of the other tenants of
such similar covenants in their leases or of such rules and
regulations.

Entire Agreement. Miscellaneous.

This Sublease shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the conflicts of
law principles thereof.

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The paragraph headings in this Sublease
are inserted only as a matter of convenience for reference and are not
to be given any effect in construing this Sublease.

If any of
the provisions of this Sublease or the application thereof to any
person or circumstance shall be, to any extent, held to be invalid or
unenforceable, the remainder of this Sublease shall not be affected
thereby and shall be valid and enforceable to the fullest extent
permitted by law.

All of the terms and provisions of this
Sublease shall be binding upon and, except as prohibited by Paragraph
11 hereof, inure to the benefit of the parties hereto and their
respective permitted successors and assigns.

All prior
negotiations and agreements relating to this Sublease and the Sublet
Premises are merged into this Sublease. This Sublease may not be
amended, modified or terminated, in whole or in part, nor may any of
the provisions be waived, except by a written instrument executed by
the party against whom enforcement of such amendment, modification,
termination or waiver is sought and unless the same is permitted under
the provisions of the Underlying Lease.

Sublessor and Sublessee
hereby represent and warrant to the other that each person executing
this Sublease is a duly authorized representative of Sublessor or
Sublessee, as the case may be, and has full authority to execute and
deliver this Sublease.

This Sublease shall have no binding force
and effect and shall not confer any rights or impose any obligations
upon either party unless and until both parties have executed it and
Sublessor shall have obtained Underlying Landlord's written
consent to this Sublease pursuant to the provisions hereof and
delivered to Sublessee an executed copy of such consent. Under no
circumstances shall the submission of this Sublease in draft form by or
to either party be deemed to constitute an offer for the subleasing of
the Sublet Premises.

This Sublease may be executed in several
counterparts each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

This
Sublease and all the obligations of Sublessee to pay Fixed Rent and
Additional Rent and perform all of its other covenants and agreements
hereunder shall in no way be affected, impaired, delayed or excused
because Sublessor or Underlying Landlord are unable to fulfill any of
their respective obligations hereunder, either explicit or implicit, if
Sublessor or Underlying Landlord is prevented or delayed from so doing
by reason of strikes or labor trouble or by accident, adjustment of
insurance or by any cause whatsoever reasonably beyond
Sublessor's or Underlying Landlord's control.

Each
and every right and remedy of either party under this Sublease shall be
cumulative and in addition to every other right and remedy herein
contained or now or hereafter existing at law or in equity, by statute
or otherwise.

At any time and from time to time either party
shall, within ten (10) days after written request by the other,
execute, acknowledge and deliver to such party a written statement
certifying (i) that this Sublease has not been modified and is in full
force and effect or, if modified, that this Sublease is in full force
and effect as modified, and specifying such modification(s); (ii) the
dates to which the Fixed Rent and Additional Rent and other charges
have been paid; (iii) (in the case of a request by Sublessor only)
that, to the best of Sublessee's knowledge, no defaults exist
under this Sublease or, if any do exist, the nature of such default(s);
and (iv) as to such other matters as the either party may reasonably
request.

Sublessor's Representations, Warranties
and Covenants.

Sublessor represents and warrants that (i) it
has delivered a true and correct copy of the Underlying Lease and all
amendments thereto to Sublessee, and the Underlying Lease represents
the entire agreement between Sublessor and Underlying Landlord with
respect to the letting of the Sublet Premises, and there are no side
agreements with respect thereto that affect the terms and conditions of
this Sublease, (ii) to the best of Sublessor's knowledge, it has
a valid and subsisting leasehold estate under the Underlying Lease, and
(iii) it has neither given nor received any notice of default under the
Underlying Lease, not heretofore cured or waived.

44








Sublessor represents, warrants and
covenants that Sublessee shall have no duty to perform
Sublessor's unperformed obligations under the Underlying Lease
arising prior to the Commencement Date.

Sublessor covenants and
agrees that it shall not (i) amend the terms, except for the Excluded
Provisions, of the Underlying Lease with respect to the Sublet Premises
during the Term of this Sublease without Sublessee's prior
written consent, which consent shall be in Sublessee's sole
discretion; (ii) voluntarily terminate or cause the termination of the
Underlying Lease with respect to the Sublet Premises during the Term of
this Sublease, unless Sublessee's rights under this Sublease are
recognized in writing by Underlying Landlord in form reasonably
acceptable to Sublessee; or (iii) exercise any of its options for a
Renewal Term under Article 37 of the Underlying Lease.

Early Access to Sublet Premises.

Provided Sublessee
has delivered to Sublessor evidence reasonably satisfactory to
Sublessor that all insurance required to be carried by Sublessee
hereunder is effective, Sublessee shall have the right to access to the
Sublet Premises during normal business hours during the two (2) weeks
prior to the Commencement Date at no extra cost to Sublessee, for the
purpose of taking measurements, installing furniture, equipment and
other supplies, and otherwise preparing the Sublet Premises for
occupancy by Sublessee; provided however, that Sublessee shall not be
entitled to make any alterations or other improvements to the Sublet
Premises until Sublessee has obtained all necessary approvals or
consents required hereunder. All applicable terms and provisions of the
Underlying Lease and this Sublease shall apply to Sublessee during any
period in which Sublessee accesses the Sublet Premises prior to the
Commencement Date pursuant to this section.

Condenser
Water.

Sublessee shall be entitled to use, in connection with
its use and occupancy of the Sublet Premises, 12.5 tons of the
condenser water provided by Underlying Landlord pursuant to Section
11.7 of the Underlying Lease.   In addition, in the event
Underlying Landlord agrees, pursuant to an amendment to the Underlying
Lease or otherwise, to provide additional condenser water to the Sublet
Premises, then Sublessee shall be entitled to use such additional
condenser water provided to the Subleased Premises (which Sublessee
anticipates to be in an amount equal to approximately 60 additional
tons), provided however, that any costs associated with the Underlying
Landlord's making additional condenser water available to the
Sublet Premises, including the costs associated with amending the
Underlying Lease and obtaining Underlying Landlord's consent
thereto, shall be deemed Additional Rent under the Sublease. In the
event Underlying Landlord and/or Sublessee determine it is in the best
interest of the parties to amend the Underlying Lease and/or this
Sublease to reflect the new terms relating to condenser water, then
Sublessor shall reasonably cooperate with Underlying Landlord and/or
Sublessee, at no expense to Underlying Landlord or Sublessee, to
execute such amendments so long as the requested amendments do not
increase Sublessor's liability or obligations under the
Underlying Lease, or the liabilities or obligation of Sublessor or
Goldentree Asset Management L.P. under the sublease between those
parties.

[REMAINDER OF PAGE
INTENTIONALLY BLANK]

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

			
		SUBLESSOR: 	WILMER CUTLER
PICKERING HALE AND DORR LLP


			
		 	By: ____________________________________

       Name: John M. Westcott, Jr.

       Title: Assistant Managing Partner


			
		SUBLESSEE: 	GREENHILL
& CO., INC.


			
		 	By: ____________________________________

       Name: ______________________________

       Title: ________________________________


			
		 	Federal Identification
No. ____________________


46