Exhibit 10.2
                                                                   ------------


                         SUBORDINATION, RECOGNITION AND
                              ATTORNMENT AGREEMENT


       THIS SUBORDINATION, RECOGNITION, AND ATTORNMENT AGREEMENT (this
"Agreement") is made as of this 16th day of August, 2002 by and among RESNICK
SEAPORT, LLC (as successor-in-interest to Resnick Water St. Development Co.),
having an address at 110 East 59th Street, New York, New York 10022
("Landlord"), PRUDENTIAL SECURITIES INCORPORATED, having an address at One New
York Plaza, 3rd Floor, New York, New York 10292-0131 ("Sublandlord"), and EURO
BROKERS INC., a New York corporation having an address at One New York Plaza,
16th Floor, New York, New York 10292 ("Subtenant").

                                    RECITALS

       (A)    Landlord and Sublandlord have entered into that certain Amendment
and Restatement of Lease dated as of January 1, 1993, as amended by that certain
Amendment and Clarification of Lease dated as of April 30, 1993 (said lease as
amended and as same may hereafter be amended, the "Overlease"), whereby Landlord
leased certain premises in the building known as 199 Water Street, New York, New
York (the "Building") to Sublandlord.

       (B)    Sublandlord and Subtenant have entered into that certain sublease
dated as of August 1, 2002 (the "Sublease"), whereby Sublandlord leased to
Subtenant the entire 18th and 19th floors in the Building containing 61,526
rentable square feet (the "Sublease Premises"), all as is more particularly set
forth in the Sublease.

       (C)    Sublandlord and Subtenant have requested Landlord's consent to the
Sublease and Landlord's agreement to recognize the Sublease and Landlord has
agreed to grant such consent and recognition upon the terms and conditions set
forth herein.

       NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby covenant and agree as follows:

       1.     Landlord hereby consents to the Sublease, and such consent shall
have no effect on the provisions of the Overlease and shall not constitute a
waiver of any breach of the performance of Sublandlord's obligations thereunder.
Sublandlord shall remain liable, throughout the term of the Overlease, for the
performance of all of Sublandlord's obligations thereunder, including, without
limitation, the payment of rent and additional rent due under the Overlease.
Landlord's consent shall not, without limitation, constitute:

              (a)    Landlord's consent to any assignment of the Overlease or
Sublease or any further sublease of all or any part of the Sublease Premises;

              (b)    Landlord's consent to the performance of any work in and to
the Sublease Premises, except after compliance, and in accordance with all
applicable provisions of the Overlease and the Rules and Regulations annexed as
Exhibit K thereto, other than Landlord's conceptual approval of Subtenant

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installing (i) louvers in accordance with the Louver Location Plan (annexed to
the Sublease), (ii) an internal staircase in accordance with the Internal
Staircase Location Plan (annexed to the Sublease), and (iii) certain
telecommunications and electrical risers and equipment in accordance with the
Telco and Electrical Riser Diagram annexed to the Sublease (the installations
referred to in clause (i), (ii) and (iii) being hereinafter collectively
referred to as the "Pre-Approved Work Concepts"); provided, however,
notwithstanding Landlord's conceptual approval of the Pre-Approved Work
Concepts, Subtenant hereby agrees that the Pre-Approved Work Concepts are all
Structural Alterations (as hereinafter defined) and, in accordance with the
provisions of Section 6(c) of this Agreement, Subtenant must first comply with
the provisions relating to Structural Alterations set forth on Exhibit B annexed
hereto, including, without limitation, submitting detailed architectural,
mechanical and structural drawings for Landlord's approval.

              (c)    a construction or an acknowledgment of the accuracy of any
recital or statement set forth in the Sublease;

              (d)    Landlord's agreement to accept any surrender of the
Overlease and/or the demised premises under the Overlease;

              (e)    Landlord's agreement to deal directly with Subtenant in
connection with the payment of any rent or additional rent due under the
Overlease, and, except as expressly set forth in Section 9 of this Agreement, to
furnish or provide services, repairs, authorizations, equipment and access
pursuant to the Overlease;

              (f)    Landlord's recognition of any right of Subtenant to
enforce, or participate in the enforcement of, any rights of Sublandlord under
the Overlease; or

              (g)    any limitation on the right of Landlord to amend the
Overlease.

       2.     The Sublease and the leasehold estate created thereby are hereby
unconditionally subordinated, and made subordinate to, the Overlease and the
leasehold estate created thereby; and the Overlease and the leasehold estate
created thereby shall unconditionally be and remain at all times prior and
superior to the Sublease and to the leasehold estate created thereby. This
provision shall be self-operative and no further instrument shall be required to
confirm or perfect such subordination. However, at the request of Landlord,
Subtenant shall execute and deliver such other documents as Landlord reasonably
requests and take such other actions as Landlord reasonably requests in order to
perfect, confirm or effectuate such subordination. Except as is expressly set
forth in this Agreement, Subtenant acknowledges that the Sublease does not, and
is not intended to, grant Subtenant any greater rights in, to or with respect to
the Sublease Premises than are granted to Sublandlord by the Overlease.

       3.     In the event of the termination of the Overlease by re-entry,
notice, conditional limitation, summary proceeding or other action or
proceeding, or if the Overlease otherwise terminates or expires for any reason
(other than any termination of the Overlease by reason of casualty or
condemnation) before the expiration of the term (as such term may be renewed or
extended pursuant to the terms of the Sublease or this Agreement, the "Term") of
the Sublease (the date of any such termination or expiration of the Overlease
being herein called the "Succession Date"), Landlord shall give prompt notice

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thereof to subtenant (said notice, the "Notice of Termination"). The Notice of
Termination shall include a statement of all non-monetary defaults then known to
Landlord which relate to the Sublease Premises and which are susceptible of
being cured by Subtenant. Provided that (i) no Event of Default (as hereinafter
defined) is then continuing, and (ii) Landlord shall have received, within ten
(10) business days after the giving of the Notice of Termination, (x) all Direct
Sublease Rents (as hereinafter provided) due and owing under the Sublease
through the end of the month in which the Succession Date occurs (less any
amounts in fact already paid by Subtenant to Sublandlord for such month), or if
later, all Direct Sublease Rents through the month in which payment is made to
Landlord (less any amounts in fact already paid by Subtenant to Sublandlord for
the month in which the Succession Date occurred), (y) a counterpart original of
the Sublease and all amendments thereto, and (z) an agreement in writing signed
by Subtenant (the execution of which shall not constitute a waiver by Subtenant
of its right to contest the matters contained therein) to cure all non-monetary
defaults which Landlord has specified in the Notice of Termination which are not
an Event of Default under the Sublease, then:

              (a)    Subtenant shall not be named or joined in any action or
proceeding to remove or evict Sublandlord or Subtenant unless such joinder is
required by law in order to perfect such action or proceeding;

              (b)    such termination or expiration of the Overlease shall not
terminate the Sublease or disturb Subtenant's possession and quiet enjoyment of
the Sublease Premises in accordance with the terms of the Sublease;

              (c)    except as provided herein or in the Sublease, neither the
leasehold estate under the Sublease nor any of Subtenant's rights under the
Sublease shall be affected in any manner by any such termination or expiration
of the Overlease or in or by any such action or proceeding; and

              (d)    the Sublease shall continue in full force and effect as a
direct lease between Subtenant and Landlord upon all of the terms, covenants,
conditions and agreements as are set forth in the Sublease, except that:

                     (i)    Landlord shall not be:

                            (A)    bound by any amendment or modification of the
Sublease made without the written consent of Landlord, or

                            (B)    bound by any surrender of the Sublease
voluntarily accepted by any prior landlord under the Sublease (x) after such
prior landlord's having terminated, or given notice of termination of, the
Overlease or (y) in anticipation of such prior landlord terminating, or giving
notice of termination of, the Overlease, unless Landlord shall have consented
thereto in writing, or

                            (C)    bound by any rent or additional rent which
Subtenant might have paid for more than the current month or billing period to
any prior landlord under the Sublease, unless Landlord shall have consented
thereto;

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                            (D)    bound by any free rent periods to which
Subtenant may be entitled under the Sublease;

                            (E)    liable for any previous act or omission of
any prior landlord under the Sublease (including any breach of any
representation or warranty made by any prior landlord in the Sublease), or for
any damages or other relief attributable thereto, except to the extent Landlord
has prior written notice thereof and such act or omission continues beyond the
Succession Date;

                            (F)    subject to any defense, offset or
counterclaim accrued in favor of Subtenant against any prior landlord under the
Sublease, except to the extent Landlord has prior written notice thereof and
that the cause for such defense, offset or counterclaim continues beyond the
Succession Date;

                            (G)    liable for any security deposit or other
monies deposited with Sublandlord, except to the extent actually turned over to
Landlord;

                            (H)    except as may be expressly provided for in
this Agreement, bound by any provision of the Sublease which (x) grants, or
purports to grant, to Subtenant any rights greater than the rights granted to
Sublandlord under the Overlease, as said rights may be modified hereby,
including, without limitation, Sections 4(d), 8(b), 8(c), 13, 14, 15, 18(b),
18(e), 26, 27, 28 and 29 (collectively, the "Excluded Provisions"), or (y)
conflicts in any respect with the Overlease; and

                            (I)    bound by any agreement of any prior landlord
to perform or pay or contribute towards the costs of any work in or about the
Sublease Premises;

                     (ii)   effective as of the Succession Date, the Sublease
shall be, and is hereby, deemed automatically amended, notwithstanding any
provision to the contrary set forth in the Sublease, as follows:

                            (A)    the monthly fixed rental, tax and expense
escalation payments and electricity payments (to the extent the same are payable
directly to Landlord or Sublandlord and not to the applicable utility provider)
shall be increased, from time to time during the Term, to the greater of (I) the
Base Rent, Tax Payments and Operating Payments, and electricity payments (to the
extent the same are payable directly to Landlord or Sublandlord and not to the
applicable utility provider) payable to Sublandlord under the Sublease, and (II)
an amount equal to Subtenant's Rent Share (as hereinafter defined) of all fixed
rental, tax and expense escalation payments and electricity payments (to the
extent the same are payable directly to Landlord and not to the applicable
utility provider) that would have been payable by Sublandlord under the
Overlease for the balance of the term thereof (such greater amount, the "Direct
Sublease Rents"); it being acknowledged and agreed to by Subtenant that during
the Term such Direct Sublease Rents will sometimes be calculated pursuant to the
immediately preceding clause (I) and will sometimes be calculated pursuant to
the immediately preceding clause (II), whichever is greater from time to time.
As used in this Agreement, the term "Subtenant's Rent Share" shall mean:

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                                   (x)    with respect to the calculation of tax
       escalation payments:

                                          (i)    if the Building shall be
              comprised of separate condominium units, all of the Taxes (as such
              term is defined in the Overlease) for each Tax Year (as such term
              is defined in the Overlease) applicable to each Unit (as such term
              is defined in the Overlease) comprising the Sublease Premises;
              provided, however, if any portion of the Sublease Premises shall
              not comprise an entire Unit, then with respect to such portion of
              a Unit leased by Subtenant, Subtenant shall pay its proportionate
              share of the Taxes for each Tax Year applicable to such Unit
              calculated by dividing (A) the rentable square footage of the
              Sublease Premises within such Unit by (B) the rentable square
              footage of such Unit, and

                                          (ii)   if the Building shall not be
              comprised of separate condominium units, Subtenant's proportionate
              share, calculated in the same manner as Subtenant and Sublandlord
              calculated Subtenant's proportionate share in Section 4(c)(i) of
              the Sublease, except that such calculation shall reflect the
              rentable square footages contained, respectively, in the Sublease
              Premises and the premises demised under the Overlease on the
              Succession Date; and

                                   (y)    with respect to the calculation of
       fixed rental, expense escalation payments and electricity payments (to
       the extent the same are payable directly to Landlord and not to the
       applicable utility provider), Subtenant's proportionate share, calculated
       in the same manner as Subtenant and Sublandlord calculated Subtenant's
       proportionate share in Section 4(c)(i) of the Sublease, except that such
       calculation shall reflect the rentable square footages contained,
       respectively, in the Sublease Premises and the premises demised under the
       Overlease on the Succession Date.

As of the Succession Date, any provision of the Sublease which conflicts with
this clause (A) shall be deemed deleted and of no further force or effect;

                            (B)    the rate for all other additional rental
payments (not addressed in clause (A) immediately above) that are payable from
and after the Succession Date shall be increased, from time to time during the
Term, to the greater of (I) the rates therefor applicable under the Sublease and
(II) the rates therefor applicable to the Sublease Premises under the Overlease;
it being acknowledged and agreed to by Subtenant that during the Term such
additional rent rates will sometimes be calculated pursuant to the immediately
preceding clause (I) and will sometimes be calculated pursuant to the
immediately preceding clause (II), whichever is greater from time to time. As of
the Succession Date, any provision of the Sublease which conflicts with this
clause (B) shall be deemed deleted and of no further force or effect;

                            (C)    the Excluded Provisions are to be deemed
deleted from the Sublease, and,

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                                   (I)    with respect to the deleted Section
       4(d) of the Sublease, Subtenant shall instead be entitled to receive no
       less than 4.5 watts per rentable square foot, exclusive of electricity
       for any Building standard heating, ventilation and air-conditioning
       facilities (but inclusive of perimeter fan coil load), which electricity
       may be reallocated by Subtenant (at its sole cost and expense), from time
       to time, within the Sublease Premises, and which electricity may, at
       Subtenant's option, be directly metered (and paid for by Subtenant) to
       the public utility providing such electricity. If Subtenant reasonably
       requests, Landlord shall use reasonable efforts to make additional
       electricity available to Subtenant (at Landlord's then-current charge
       therefor, and with any and all installation costs being the sole
       obligation of Subtenant) if in Landlord's sole discretion the same is
       available (taking into account the present and reasonably estimated
       future needs of Landlord, and all existing and prospective tenants in the
       Building) and will not cause permanent damage or injury to the Building
       or the Sublease Premises or cause or create a dangerous or hazardous
       condition or entail excessive or unreasonable alterations, repairs or
       expense (unless Subtenant agrees to pay for the same) or interfere with
       or disturb other tenants or occupants;

                                   (II)   with respect to the deleted Section
       18(b) of the Sublease, (x) if Sublandlord's condenser water system
       providing the condenser water to Subtenant and referenced in Section
       18(b) of the Sublease is in good working order on the Succession Date (or
       if Sublandlord's condenser water system is not in good working order on
       the Succession Date but Subtenant repairs same (at its sole cost and
       expense and in accordance with the provisions of Section 6(c) hereof)
       within forty-five (45) days after the Succession Date, or, if such
       repairs are not reasonably susceptible of being completed within such
       forty-five (45) days, then within such time as is reasonably necessary to
       complete same), then such Section 18(b) of the Sublease shall not be
       deleted but instead shall be deemed fully applicable, except that such
       Section 18(b) shall be deemed modified to reflect that at Landlord's
       option, Landlord may supply such condenser water from either
       Sublandlord's condenser water system or any other condenser water system
       in the Building; and (y) if Sublandlord's condenser water system is not
       in good working order on the Succession Date, then Landlord shall (1)
       provide Subtenant with a pro rata share of the amount of condenser water
       then being provided to other tenants in the Building occupying a similar
       amount of space as Subtenant, and (2) at Subtenant's reasonable request,
       use reasonable efforts to make additional condenser water available to
       Subtenant (at Landlord's then-current charge therefor, and with any and
       all installation costs being the sole obligation of Subtenant) if in
       Landlord's sole discretion the same is available (taking into account the
       present and reasonably estimated future needs of Landlord, and all
       existing and prospective tenants in the Building) and will not cause
       permanent damage or injury to the Building or the Sublease Premises or
       cause or create a dangerous or hazardous condition or entail excessive or
       unreasonable alterations, repairs or expense (unless Subtenant agrees to
       pay for the same) or interfere with or disturb other tenants or
       occupants. Sublandlord hereby acknowledges and agrees that ownership of
       Sublandlord's condenser water system will revert to Landlord on the
       Succession Date; and

                                   (III)  with respect to the deleted Section
       18(e) of the Sublease, if Sublandlord's emergency power supply system

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       providing emergency power to Subtenant and referenced in Section 18(e) of
       the Sublease is in good working order on the Succession Date, then such
       Section 18(e) of the Sublease shall not be deleted but instead shall be
       deemed fully applicable (and if such emergency power supply system is not
       in good working order on the Succession Date, this clause (III) shall be
       deemed null and void and of no force and effect whatsoever). Sublandlord
       hereby acknowledges and agrees that ownership of Sublandlord's emergency
       power system will revert to Landlord on the Succession Date;

                            (D)    notwithstanding any provisions contained in
either the Sublease or the Overlease to the contrary, unless otherwise directed
in writing by Landlord not less than four (4) months prior to the Expiration
Date, Subtenant shall on or prior to the Expiration Date demolish any internal
stairway and louvers existing in the Sublease Premises, repair in a first-class
manner all cuts in the floor slab for such stairway or walls for such louvers,
as the case may be, and restore the ceiling, floor and/or walls, as the case may
be, in the Sublease Premises where such cuts existed to a condition
substantially similar to that which exists in the balance of the Sublease
Premises;

                            (E)    with respect to the deleted Section 29 of the
Sublease, such Section 29 shall be replaced in its entirety with the expedited
arbitration procedures (relating to disputes over Landlord unreasonably
withholding, delaying or conditioning its consent when required to be
reasonable) annexed hereto as Exhibit A, which by this reference is hereby
incorporated herein; and

                            (F)    Section 4(f) of the Sublease shall be deemed
deleted and replaced in its entirety with the following provision: "Each
Operating Expense Statement and Tax Statement given pursuant to Section 4(e) of
this Sublease to Subtenant shall be binding upon Subtenant unless, within ninety
(90) days after its receipt thereof, Subtenant notifies (an "OES Objection
Notice") Landlord of its disagreement therewith, specifying the portion thereof
with which Tenant disagrees. Subtenant shall have the right, upon reasonable
notice, provided the OES Objection Notice shall have been timely and properly
given and no Event of Default shall then exist, to audit Landlord's records
regarding Operating Expense Payments and Tax Payments, but not more frequently
than once a year and only during or within the period that ends on the date that
is one hundred eighty (180) days from the date Subtenant shall have received the
applicable Operating Expense Statement. Subtenant covenants that (i) it will
hold the results of any investigation into Landlord's records in the strictest
confidence (provided, however, that Subtenant may discuss the results of the
audit with its attorneys, accountants and other consultants and use the
information obtained in the audit to the extent required in any legal or
arbitration proceedings related thereto or as may be required by law); (ii) it
will cause any consultants retained by it to make a similar covenant for the
benefit of Landlord; and (iii) the compensation payable to no party retained by
it in connection with such an audit shall depend or be contingent, in whole or
in part, on the results of any such audit or the resolution of any dispute with
Landlord regarding Operating Expense Payments and Tax Payments. Pending
resolution of such dispute, Subtenant shall, without prejudice to its rights,
pay all amounts determined by Landlord to be due, subject to prompt refund by
Landlord (without interest) upon any contrary determination."

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       4.     As used herein, the term "Event of Default" shall mean:

              (a)    the failure of Subtenant to perform any of its obligations
under the Sublease and the continuance of such failure after the giving by
Sublandlord of such notice and the lapse of such period as shall be under the
terms of the Sublease a condition to Sublandlord terminating the Sublease on
account thereof, or

              (b)    the failure of Subtenant to perform any of its obligations
or comply with any of the provisions hereunder and the continuance of such
failure for thirty (30) days after Landlord gives Subtenant notice thereof
specifically referring to this Section 4 and the specific failure to which such
notice relates; provided, however, that if (i) the nature of such failure is
such that it cannot reasonably be cured within such thirty (30) days, (ii)
within such thirty (30) days Subtenant commences to cure such failure, and (iii)
Subtenant thereafter diligently prosecutes such cure, then the aforesaid period
shall be extended for so long as Subtenant is diligently prosecuting such cure
(but in no event shall such extension exceed six (6) months).

       5.     From and after the date hereof, Subtenant shall not,
notwithstanding any provision in the Sublease to the contrary:

              (a)    amend or modify the Sublease without the written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed provided that such amendment or modification shall, in Landlord's
reasonable determination, neither materially increase the obligations nor
materially diminish the rights of Landlord thereunder or under this Agreement;
provided that the failure to obtain Landlord's consent thereto shall not be an
Event of Default hereunder and Landlord's only remedy therefor shall be that
Landlord shall not be bound by such amendment or modification made without the
written consent of Landlord, or

              (b)    pay any rent or additional rent for more than the current
month or billing period without the written consent of Landlord; provided that
the failure to obtain Landlord's consent thereto shall not be an Event of
Default hereunder and Landlord's only remedy therefor shall be that Landlord
shall not be bound by any such rent or additional rent which Subtenant shall
have paid for more than the current month or billing period without the written
consent of Landlord.

       6.     It is a condition to the (i) consent granted by Landlord in
Section 1 of this Agreement and (ii) agreements of Landlord set forth in Section
3 of this Agreement, that the Sublease is deemed amended and modified as of the
date hereof (which amendments and modifications shall continue in full force and
effect after the Succession Date) to reflect that:

              (a)    notwithstanding any provisions of the Sublease to the
contrary, including, without limitation, the provisions of Sections 3, 4 and 5
of the Sublease, from and after the giving of a notice (a "Sublandlord Default
Notice") from Landlord to both Subtenant and Sublandlord, Subtenant shall pay
all Base Rent (as such term is defined in the Sublease), Additional Rent (as
such term is defined in the Sublease) and other charges payable by Subtenant
under the Sublease directly to Landlord; it being agreed, however, that
Sublandlord shall not give a Sublandlord Default Notice until such time as an
Event of Default (as such term is defined in the Overlease) shall have occurred
under the Overlease. Landlord hereby agrees to credit all Base Rent, Additional
Rent and other charges received from Subtenant pursuant to this clause (a) from
and after the giving of a Sublandlord Default Notice to amounts owed by

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Sublandlord under the Overlease. Sublandlord hereby consents to Subtenant paying
said rent directly to Landlord from and after the giving of a Sublandlord
Default Notice and agrees that such payment shall be deemed to be in full
satisfaction of Subtenant's obligation with respect thereto under the Sublease;

              (b)    Subtenant shall not sub-sublease all or any portion of the
Sublease Premises or assign the Sublease, except in accordance with the sublet
and assignment provisions annexed hereto as Exhibit B, which by this reference
is hereby incorporated herein;

              (c)    Subtenant's alterations at the Sublease Premises shall be
subject to the provisions annexed hereto as Exhibit C, which by this reference
is hereby incorporated herein;

              (d)    Subject to compliance with the provisions of Section 23.1
of the Overlease (except that the individuals to receive telephonic notice on
behalf of Subtenant shall be Subtenant's office manager at the Sublease Premises
or any party identified as a notice party on behalf of Subtenant set forth in
this Agreement), Landlord, without being accompanied by a representative of
Subtenant if such representative is not present at the time identified by
Landlord when providing prior notice, may enter those portions of the Sublease
Premises which are designated by Subtenant from time to time as restricted areas
pursuant to Section 25(e) of the Sublease; and

              (e)    notwithstanding the provisions of Article 24 of the
Sublease to the contrary, the Security Deposit (as such term is defined in the
Sublease) may only be in the form of cash (and not in the form of a letter of
credit), shall be held in an interest bearing account, and Section 10 of this
Agreement shall apply thereto.

       7.     In the event that Sublandlord fails to timely renew or elects not
to renew the Overlease, then Landlord hereby grants to Subtenant the right to
renew the Sublease directly with Landlord, subject to and in accordance with the
provisions of this Agreement and the renewal provisions annexed hereto as
Exhibit D, which by this reference is hereby incorporated herein.

       8.     Landlord hereby grants to Subtenant the right of first offer to
lease the entire 17th floor of the Building directly from Landlord, subject to
and in accordance with the provisions of this Agreement and the right of first
offer provisions annexed hereto as Exhibit E, which by this reference is hereby
incorporated herein.

       9.     As is set forth in Section 18 of the Sublease, Landlord hereby
grants to Subtenant the right to directly request, in accordance with the
applicable provisions of the Overlease, that Landlord make available and provide
to Subtenant and the Sublease Premises any services to which Sublandlord is
entitled under and pursuant to the provisions of the Overlease; it being agreed
by all of the parties hereto, however, that, notwithstanding the provisions of
Section 18 of the Sublease to the contrary, the obligation to pay for any such
services requested by Subtenant is and shall remain the principal obligation and
liability of Sublandlord under the Overlease and all bills rendered by Landlord
on account of such services shall be delivered to Sublandlord for payment by
Sublandlord pursuant to the provision of the Overlease. In furtherance of the
foregoing, Sublandlord hereby (i) agrees to timely pay for any such services

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rendered by Landlord to Subtenant and/or the Sublease Premises in accordance
with the provisions of the Overlease, and assumes any and all cost, expense and
liability incurred by Landlord on account of the rendering of such services to
Subtenant as if such services were requested by and rendered in favor of
Sublandlord, and (ii) indemnifies and agrees to hold Landlord harmless from any
and all loss, cost, expense and liability on account of the rendering of such
services directly to Subtenant.

       10.    Notwithstanding the provisions of Article 24 of the Sublease to
the contrary, Landlord, Subtenant and Sublandlord hereby acknowledge that as of
the date hereof the Security Deposit is being held by Landlord. At all times
prior to the Succession Date, Landlord is holding the Security Deposit for the
benefit of Sublandlord, but as a depository only, in accordance with and subject
to the provisions annexed hereto as Exhibit F, which by this reference is hereby
incorporated herein. If, at any time prior to the Succession Date, Landlord
shall receive written notice from Sublandlord directing Landlord to deliver all
or any portion of the Security Deposit to Sublandlord (a "Draw Notice"),
Landlord shall promptly comply with the directions contained in the Draw Notice
without any further duty or obligation upon Landlord whatsoever (including,
without limitation, to deliver written notice to Subtenant); provided, however,
if Sublandlord shall be in default (beyond all applicable notice and grace
periods) under the Overlease at the time that Landlord shall receive a Draw
Notice, (x) Landlord is hereby irrevocably authorized by both Sublandlord and
Subtenant to draw from the Security Deposit the amount specified in such Draw
Notice, and to retain such monies and apply same towards any and all amounts
owed under the Overlease ("Redirected Funds"), and (y) Sublandlord hereby agrees
that notwithstanding that the Redirected Funds requested in its Draw Notice were
retained by Landlord, as between Sublandlord and Subtenant, Sublandlord shall be
deemed to have received the Redirected Funds and applied them for the benefit of
Subtenant against any outstanding obligations of Subtenant under the Sublease.
From and after the Succession Date, Landlord shall hold the Security Deposit for
its own benefit (Sublandlord hereby agreeing that from and after the Succession
Date it shall no longer have any right, title or interest in and to the Security
Deposit whatsoever) in accordance with and subject to the provisions of Article
24 of the Sublease; it being acknowledged and agreed to by Subtenant, however,
that (I) on the Succession Date, Landlord shall only be deemed to hold that
amount of the Security Deposit, if any, which has not been previously drawn upon
by Sublandlord, and (II) if, on the Succession Date, any amount of the Security
Deposit has previously been drawn upon by Sublandlord and such amount is not
replenished upon demand in accordance with the provisions of Section 24 of the
Sublease, such failure shall be an Event of Default under the Sublease and this
Agreement.

       11.    Landlord hereby agrees to cooperate with Sublandlord, and
Sublandlord agrees to cooperate with Subtenant (at no out-of-pocket cost to
Landlord) in Subtenant's effort to obtain and realize benefits (including,
without limitation, sales tax relief, energy credits and discounts) from the
State and/or City of New York (or other governmental authorities) in connection
with the Sublease Premises, which cooperation shall include, among other things,
Landlord passing on directly to Sublandlord, and Sublandlord passing on directly
to Subtenant, the full amount of any such benefits received if the same are
structured to flow from the applicable authority through Landlord and
Sublandlord to Subtenant.

       12.    Subtenant acknowledges and agrees that the provisions of Section
35.18 of the Overlease shall not be deemed to be incorporated into the Sublease
(notwithstanding any provision of the Sublease to the contrary), and that

                              Page 66 of 117 Pages
<PAGE>

Landlord may, in its sole discretion at any time, elect to modify the
Condominium Documents (as such term is defined in the Overlease) and/or make any
other changes to the condominium structure at the Building, including without
limitation, eliminating the condominium regime in its entirety; provided,
however, that in connection therewith, Subtenant's obligations under the
Sublease may not be materially increased and Subtenant's rights under the
Sublease may not be materially diminished.

       13.    Subtenant acknowledges and agrees that notwithstanding that the
provisions of Section 35.5 of the Overlease are incorporated into the Sublease,
that the incorporation thereof does not grant any self-help right to Subtenant
as against Landlord, and that Subtenant may not directly exercise the remedy of
self-help against Landlord on account of any service not timely provided or any
obligation not timely satisfied by Landlord under the Overlease, the Sublease or
this Agreement; for clarification purposes, the incorporation of said Section
35.5 of the Overlease into the Sublease shall only relate to services being
provided directly by Sublandlord to Subtenant, such as, by way of example only
(and not limitation), the provision by Sublandlord to Subtenant of (x) condenser
water pursuant to Section 18(b) of the Sublease and (y) emergency power pursuant
to Section 18(e) of the Sublease. Furthermore, from and after the Succession
Date, Section 35.5 of the Overlease shall no longer be incorporated into the
Sublease and Subtenant shall have no further self-help rights under the Sublease
or this Agreement whatsoever.

       14.    Promptly after any party hereto shall so request, the other party
hereto to whom such request is directed shall execute and deliver to the
requesting party an instrument stating (a) that as between such parties this
Agreement is then in full force and effect and has not been modified (or if
modified, setting forth all such modifications), and (b) whether, to the best of
the knowledge of such other party, the requesting party has failed to perform
any of its obligations hereunder and if so, the particulars of such failure.

       15.    Whenever (x) Subtenant receives from Sublandlord a notice the
effect of which is to commence the running of any notice, grace or cure period
with respect to any material default by Subtenant under the Sublease, Subtenant
shall promptly give a copy of such notice to Landlord, and (y) Landlord issues
to Sublandlord a notice the effect of which is to commence the running of any
notice, grace or cure period with respect to any material default by Sublandlord
under the Overlease which affects the Sublease Premises, Landlord shall
endeavor, as a mere courtesy only, to promptly give a copy of such notice to
Subtenant (it being agreed, however, that Landlord shall have no liability to
Subtenant whatsoever for failing to deliver a copy of such notice to Subtenant).
Subtenant shall furnish Landlord with such information known to Subtenant as
Landlord shall reasonably request with respect to the status of the default
referred to in any notice referred to in clause (x) above, including, without
limitation, Sublandlord's exercise of its remedies on account thereof.

       16.    If pursuant to Section 3 hereof Landlord succeeds to the interest
of Sublandlord under the Sublease, Subtenant shall be bound to Landlord under
all of the terms, covenants and conditions of the Sublease for the balance of
the term thereof, with the same force and effect as if Landlord were the
landlord under the Sublease, and Subtenant does hereby attorn to Landlord as the
landlord under the Sublease, such attornment to be effective and self-operative
upon the Succession Date without the execution of any further instruments;

                              Page 67 of 117 Pages
<PAGE>

provided, however, that Subtenant agrees promptly to execute and deliver to
Landlord such other instruments as Landlord shall reasonably request to evidence
such attornment.

       17.    Nothing in this Agreement shall be deemed to be or construed to be
an agreement by Landlord to perform any covenant of Sublandlord as the landlord
under the Sublease.

       18.    This Agreement (together with all of the exhibits annexed hereto,
which by this reference are hereby incorporated herein) shall be the whole and
only agreement with regard to the subordination of the Sublease and the
leasehold estate created thereby to the Overlease, and shall supersede and
cancel, but only insofar as would affect the priority between the Sublease and
the Overlease, any prior agreements as to such subordination.

       19.    This Agreement may, be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original,
and all of which counterparts taken together shall constitute but one and the
same instrument. Signature and acknowledgement pages may be detached from the
counterparts and attached to a single copy of this Agreement to physically form
one document. This Agreement shall not be recorded.

       20.    Except as hereinafter provided, this Agreement may not be modified
or terminated orally or in any manner other than by an agreement in writing
signed by the parties hereto or their respective successors-in-interest. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective successors-in-interests. Wherever the term "Sublease" is
used in this Agreement or the Exhibits, such term shall mean and refer to the
Sublease as modified by this Agreement. The terms "Landlord," "Sublandlord" and
"Subtenant" shall include such successors-in-interest. Notwithstanding the
foregoing however or anything else contained in this Agreement, if a mortgagee
or superior lessor succeeds to the interest of Landlord under the Overlease by
reason of foreclosure, deed in lieu of foreclosure, lease termination or other
like remedy upon the default of Landlord, then this Agreement shall not be
binding on such mortgagee or superior lessor (unless such mortgagee or superior
lessor shall have previously agreed in writing, or upon such succession date
agrees in writing, to be bound by Landlord's obligations under this Agreement).

       21.    The interpretation, validity and enforcement of this Agreement
shall be governed by and construed under the laws of the State of New York.

       22.    Whenever Subtenant alleges that Landlord has acted unreasonably
with respect to a matter arising under this Agreement with respect to which
Landlord is obligated to be reasonable (but not with respect to any matter which
is within Landlord's sole discretion), Subtenant's sole remedy therefor shall be
to bring an action for declaratory judgment or specific performance requiring
Landlord to act reasonably in the applicable matter or, in the alternative,
Subtenant may send a notice to Landlord specifying the matter with respect to
which it alleges that Landlord acted unreasonably and electing to have the
dispute resolved by an expedited hearing procedure conducted in accordance with
the rules of the American Arbitration Association as then in effect in New York
City, and subject also to the following: (1) the hearing officer shall have no
authority to make any determination other than to require Landlord to act in a
reasonable manner as to the matter in dispute; (2) the determination by the
hearing officer shall be conclusive upon the parties and shall be made within
seven (7) days after the hearing is completed; and (3) if (x) Landlord is

                              Page 68 of 117 Pages
<PAGE>

determined not to have acted unreasonably, Subtenant shall pay the fees of the
hearing officer, and (y) Landlord is determined to have acted unreasonably,
Landlord shall pay such fees.

       23.    All notices and other communications to be made hereunder to the
parties hereto shall be in writing and shall be deemed duly given if personally
delivered, sent by a nationally recognized courier service, or mailed by
registered or certified mail, return receipt requested, addressed to such party
at the address set forth below for such party or as such party shall have last
designated by notice in writing to the other parties hereto. Notices shall be
deemed received when personally delivered or upon receipt if mailed or sent by a
courier service.

              To Landlord:
              -----------

                     Resnick Seaport, LLC
                     c/o Jack Resnick & Sons, Inc.
                     110 East 59th Street
                     New York, New York 10022
                     Attention: Scott N. Resnick

                     and

                     Resnick Seaport, LLC
                     c/o Jack Resnick & Sons, Inc.
                     110 East 59th Street
                     New York, New York 10022
                     Attention: Kalpana Gajjar, Esq.

              with a copy to:

                     Fried, Frank, Harris, Shriver & Jacobson
                     One New York Plaza
                     New York, New York 10004
                     Attention: Jonathan Mechanic, Esq.

              To Sublandlord:
              --------------

                     Prudential Securities Incorporated
                     One New York Plaza, 3rd Floor
                     New York, New York 10292-0131
                     Attention: Senior Vice President, Real Estate/Facilities
                                Management

                              Page 69 of 117 Pages
<PAGE>

              To Subtenant:
              ------------

                     Before Sublessee commences business in the Sublease
                     Premises:

                     Euro Brokers Inc.
                     One New York Plaza, 16th Floor
                     New York, New York 10292
                     Attention: General Counsel

                     After Sublessee commences business in the Sublease
                     Premises:

                     Euro Brokers Inc.
                     One Seaport Plaza
                     199 Water Street
                     New York, New York 10292
                     Attention: General Counsel



                           [NO FURTHER TEXT THIS PAGE]

                              Page 70 of 117 Pages
<PAGE>

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



LANDLORD:                              RESNICK SEAPORT, LLC
--------


                                       By: /s/ SCOTT N. RESNICK
                                           -------------------------------------
                                           Name:  Scott N. Resnick
                                           Title: Vice President



SUBLANDLORD:                           PRUDENTIAL SECURITIES INCORPORATED
-----------


                                       By: /s/ ROBERT S. KAPLAN
                                           -------------------------------------
                                           Name:  Robert S. Kaplan
                                           Title: Senior Vice President



SUBTENANT:                             EURO BROKERS INC.
---------


                                       By: /s/ KEITH E. REIHL
                                           -------------------------------------
                                           Name:  Keith E. Reihl
                                           Title: Chief Operating Officer

                              Page 71 of 117 Pages
<PAGE>

                                    Exhibit A
                                    ---------

                        EXPEDITED ARBITRATION PROCEDURES

       Whenever Subtenant alleges that Landlord has acted unreasonably with
respect to a matter arising under this Sublease with respect to which Landlord
is obligated to be reasonable (but not with respect to any matter which is
within Landlord's sole discretion), Subtenant's sole remedy therefor shall be to
bring an action for declaratory judgment or specific performance requiring
Landlord to act reasonably in the applicable matter or, in the alternative,
Subtenant may send a notice to Landlord specifying the matter with respect to
which it alleges that Landlord acted unreasonably and electing to have the
dispute resolved by an expedited hearing procedure conducted in accordance with
the rules of the American Arbitration Association as then in effect in New York
City, and subject also to the following:

              (1)    The hearing officer shall have no authority to make any
determination other than to require Landlord to act in a reasonable manner as to
the matter in dispute.

              (2)    The determination by the hearing officer shall be
conclusive upon the parties and shall be made within seven (7) days after the
hearing is completed.

              (3)    If Landlord is determined not to have acted unreasonably,
Subtenant shall pay the fees of the hearing officer. If Landlord is determined
to have acted unreasonably, Landlord shall pay such fees.

                              Page 72 of 117 Pages
<PAGE>

                                    Exhibit B
                                    ---------

                         SUBLET AND ASSIGNMENT PROVISION
                         -------------------------------

       Except as expressly permitted below, Subtenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage or encumber the
Sublease, nor sub-sublet, or suffer or permit the Sublease Premises or any part
thereof to be used by others, without the prior written consent of Landlord in
each instance, which consent shall not be unreasonably withheld, delayed or
conditioned. If the Sublease be assigned, or if the Sublease Premises or any
part thereof be sub-sublet or occupied by anybody other than Subtenant, Landlord
may, after default by Subtenant (and the expiration of any applicable notice and
cure period), collect rent from the assignee, sub-subtenant or occupant, and
apply the net amount collected to the rent reserved in the Sublease, but no such
assignment, sub-subletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, sub-subtenant or occupant as
tenant, or a release of Subtenant from the further performance by Subtenant of
covenants on the part of Subtenant contained in the Sublease and/or this
Agreement. The consent by Landlord to an assignment or sub-subletting shall not
in any wise be construed to relieve Subtenant from obtaining the express consent
in writing of Landlord to any further assignment or sub-subletting.

       (a)    Subtenant shall neither: (i) publicly advertise all or any part of
the Sublease Premises at a rental rate less than the rental rate at which
Landlord is then offering to lease comparable space in the Building (Subtenant
may, however, in fact sub-sublet or permit the occupancy of all or any part of
the Subleased Premises at a rental rate less than the rental rate at which
Landlord is then offering to lease comparable space in the Building, provided
same is not advertised); or (ii) to the extent Landlord has or will in the next
fourteen (14) month period have comparable space available for leasing in the
Building, assign the Sublease to or sub-sublet to or permit the occupancy of all
or any part of the Sublease Premises by any other party that is then a tenant,
subtenant, licensee or occupant of any space in the Building or that has
negotiated with Landlord for space in the Building within the twelve (12) month
period preceding the date of Landlord's receipt of Subtenant's Notice (as
hereinafter defined), nor shall Subtenant accept an assignment of a lease or
sub-sublet space from any tenant, subtenant, licensee or occupant of any space
in the Building (other than from Sublandlord in connection with Subtenant's
exercise of its Right of First Offer (as such term is defined in the Sublease)).

       (b)    If Subtenant wishes to assign the Sublease (with the term "assign"
meaning a transfer of more than a fifty percent (50%) beneficial interest in
Subtenant, whether such transfer occurs at one time, or in a series of related
transactions, and whether of stock, partnership interest or otherwise, by any
party in interest, to the extent the primary purpose thereof is to effectively
assign the beneficial interest in the Sublease, subject, however to clause (k)
below, and provided that this sentence shall not apply to a tenant whose stock
is traded on a recognized security exchange or over-the-counter market (a
"Public Company")), sub-sublet all or any part of the Sublease Premises or
permit the Sublease Premises to be occupied by any other party (any occupancy by
a third party being deemed a sub-sublease and the occupant being deemed a
sub-subtenant), then, Subtenant shall first notify Landlord ("Subtenant's
Notice"), specifying and/or providing, as the case may be, (1) the name of the
proposed assignee or sub-subtenant, (2) the name and character of its business,

                              Page 73 of 117 Pages
<PAGE>

(3) its proposed use of the premises, (4) in connection with an assignment, the
terms thereof and the proposed effective date thereof, (5) in connection with a
sub-subletting, the terms thereof and the proposed commencement and expiration
dates of the proposed sub-sublease, (6) current information as to the financial
responsibility and standing of the proposed assignee or sub-subtenant, and (7)
such other information as Landlord reasonably requests. If only a portion of the
Sublease Premises (not constituting an entire floor of the Building) is to be so
sub-sublet, Subtenant's Notice shall be accompanied by a reasonably accurate
floor plan, indicating such portion. The portion of the Sublease Premises to
which such proposed assignment or sub-sublease is to be applicable is
hereinafter referred to as the "Space" (which term shall be deemed to mean the
entire Sublease Premises in the event that Subtenant's proposed transaction is a
sub-sublease of the entire Sublease Premises or an assignment).

       (c)    Each Subtenant's Notice shall be deemed a request by Subtenant for
Landlord to consent to the applicable assignment or sub-subletting transaction.
Landlord shall not unreasonably withhold, delay or condition its consent to the
proposed assignment or sub-sublease, it being agreed that Landlord's consent
review shall be based solely upon its review of the factors set forth in items
(1), (2), (3) and (6) in Subtenant's Notice, and whether or not the term of any
proposed sub-sublease extends beyond the term of the Sublease (such items and
review of the sub-sublease term, collectively, the "Compliance Requirements").
Any consent granted by Landlord pursuant to this clause (c) shall be deemed of
no effect if such assignment or sub-sublease is not consummated within ninety
(90) days after such consent is given (in which event, Subtenant may re-submit a
Subtenant's Notice with respect to such assignment or sub-subletting, and the
provisions of this clause (c) shall again apply) pursuant to a written agreement
conforming to and/or memorializing, as the case may be, items (1), (2) and (3)
(and the approved term of the applicable sub-sublease) of the Compliance
Requirements and, with respect to item (6) of the Compliance Requirements, it
shall be a condition to the effectiveness of such consent that there shall not
have occurred within such ninety (90) day period (or, if earlier, the date upon
which the assignment or sublease shall have been executed) any material
deterioration in the financial condition of the proposed assignee or
sub-subtenant from that shown on the financial materials previously delivered to
Landlord that would make such proposed assignee or sub-subtenant no longer
reasonably acceptable to Landlord from a financial condition point of view.

       (d)    No assignment of the Sublease shall be effective unless and until
Subtenant delivers to Landlord duplicate originals of the instrument of
assignment (wherein the assignee assumes the performance of Subtenant's
obligations under the Sublease) and any accompanying documents (except that in
connection with an assignment effectuated pursuant to a transaction described in
clauses (k)(ii), (k)(iii) and (k)(iv) below, copies of the instrument of
assignment and any accompanying documents shall be sufficient).

       (e)    In the event of any assignment of the Sublease, Landlord and the
assignee may modify the Sublease in any manner, without notice to Subtenant or
Subtenant's prior consent, without thereby terminating Subtenant's liability for
the performance of its obligations under the Sublease, except that any such
modification that, in any way, increases any of such obligations or increases
any actual or potential liability of Subtenant shall not, to the extent of such
increase only, be binding upon Subtenant.

                              Page 74 of 117 Pages
<PAGE>

       (f)    No sub-sublease of all or any part of the Sublease Premises shall
be effective unless and until Subtenant delivers to Landlord duplicate originals
of the instrument of sub-sublease (containing the provision required by clause
(j) below) and any accompanying documents. Any such sub-sublease shall be
subject and subordinate to the Sublease.

       (g)    Notwithstanding anything to the contrary contained in this
Agreement, including, without limitation, the provisions of clause (c) above,
any sub-sublease shall contain (or shall be deemed to not be consented to by
Landlord) substantially the following provisions:

              "In the event of a default under any underlying lease of all or
              any portion of the premises demised hereby that results in the
              termination of such lease, the subtenant hereunder shall, at the
              option of the lessor under any such lease ("Underlying Lessor"),
              attorn to and recognize the Underlying Lessor as landlord
              hereunder and shall, promptly upon the Underlying Lessor's
              request, execute and deliver all instruments necessary or
              appropriate to confirm such attornment and recognition.
              Notwithstanding such attornment and recognition, the Underlying
              Lessor shall not (a) be liable for any previous act or omission of
              the landlord under this sublease, (b) be subject to any offset,
              not expressly provided for in this sublease, that shall have
              accrued to the subtenant hereunder against said landlord, or (c)
              be bound by any modification of this sublease or by any prepayment
              of more than one month's rent, unless such modification or
              prepayment shall have been previously approved in writing by the
              Underlying Lessor. The subtenant hereunder hereby waives all
              rights under any present or future law to elect, by reason of the
              termination of such underlying lease, to terminate this sublease
              or surrender possession of the premises demised hereby. This
              sublease may not be assigned or the premises demised hereunder
              further sublet, in whole or in part, without the prior written
              consent of the Underlying Lessor, which consent may be withheld in
              Underlying Lessor's sole discretion. Anything in this provision to
              the contrary notwithstanding, Underlying Lessor's consent shall
              not be required in connection with an assignment of this sublease
              to any corporation or entity that is a successor to subtenant
              either by merger or consolidation."

Notwithstanding the foregoing, if the premises demised under the aforementioned
sub-sublease is for more than 20,000 rentable square feet and for a term of five
(5) years or more, then the foregoing provision may be modified to reflect that
such subtenant may assign or further sublet the premises demised thereunder,
subject to Landlord's prior written consent, which consent will not be
unreasonably withheld, conditioned or delayed.

       (h)    No assignment or sub-sublease, whether or not consented to by
Landlord and whether or not any such consent is required, shall release
Subtenant from its liability for the performance of Subtenant's obligations
under the Sublease during the balance of the term thereof. Landlord's consent to
any assignment or sub-sublease shall not constitute its consent to any (i)
further assignment of the Sublease or of any permitted sub-sublease or (ii)
further sub-sublease of all or any portion of the Sublease Premises or under any

                              Page 75 of 117 Pages
<PAGE>

permitted sublease. If a sub-sublease to which Landlord has consented is
assigned or all or any portion of the premises demised thereunder is sub-sublet
without the consent of Landlord in each instance obtained, Subtenant shall
immediately terminate such sub-sublease, or arrange for the termination thereof,
and proceed expeditiously to have the occupant thereunder dispossessed.

       (i)    Subtenant shall pay to Landlord, promptly upon demand therefor,
all out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements) reasonably incurred by Landlord in connection
with any assignment of the Sublease or sub-sublease of all or any part of the
Sublease Premises.

       (j)    If Landlord gives its consent to any assignment of the Sublease or
to any sublease or if Subtenant otherwise enters into any assignment or sublease
permitted hereunder (other than pursuant to clause (k) below, in which case this
clause (j) shall not apply), Subtenant shall in consideration therefor, pay to
Landlord, as and when payable to Subtenant:

              (1)    in the case of an assignment, fifty (50%) percent of the
amount, if any, by which (a) all sums and other considerations paid to Subtenant
by the assignee for or by reason of such assignment (including, but not limited
to, sums paid for the sale of Subtenant's fixtures, leasehold improvements,
equipment, furniture, furnishings or other personal property less the then fair
market value thereof) exceeds (b) the amount of any rental concessions and work
allowance granted by Subtenant or costs incurred by Subtenant in preparing the
demised premises for the assignee's occupancy, plus all reasonable and customary
out-of- pocket expense reasonably incurred by Subtenant directly relating to
such assignment, such as the New York State and City Transfer Taxes (but not
income taxes), brokerage commissions, engineering, advertising and promotion
expenses and legal fees; and

              (2)    in the case of a sublease, fifty (50%) percent of the
amount, if any, by which (a) any rents, additional charges or other
consideration payable under the sub-sublease to Subtenant by the sub-subtenant
(including, but not limited to, sums paid for the sale or rental of Subtenant's
fixtures, leasehold improvements, equipment, furniture or other personal
property, less, in the case of a sale thereof, the then fair market value
thereof) exceeds (b) the sum of (x) the Base Rent, Additional Rent and all other
charges accruing during the term of the sub-sublease in respect of the Space (at
the rate per square foot payable by Subtenant under the Sublease) pursuant to
the terms of the Sublease and (y) the amount of any rental concessions and work
allowance granted by Subtenant or costs incurred by Subtenant in physically
separating the Space from the rest of the demised premises or otherwise in
preparing the Space for the sub-subtenant's occupancy, plus all reasonable and
customary out-of-pocket expenses reasonably incurred by Subtenant directly
relating to such sub-subletting, such as the New York State and City Transfer
Taxes (but not income taxes), brokerage commissions, engineering, advertising
and promotion expenses and legal fees.

       (k)    Anything in this Exhibit B to the contrary notwithstanding, but
subject to clauses (a)(i), (d), (e), (f), (g), (h) and (i) of this Exhibit B,
Landlord's consent shall not be required (and clauses (a)(ii), (b), (c) and (j)
shall not apply) to (i) any sub-sublease or assignment to, or occupancy by, any
party controlling, controlled by or under common control with Subtenant
("control" and its variants meaning ownership of fifty (50%) percent or more of

                              Page 76 of 117 Pages
<PAGE>

the equity interests in the party in question) (the entities described in this
clause (i) being herein referred to as "Affiliates"); (ii) Subtenant's
assignment of the Sublease to any purchaser of all or substantially all of
Subtenant's assets; (iii) an acquisition of more than a fifty (50%) percent
interest in the stock, partnership or other equity interest of Subtenant or any
direct or indirect parent entity of Subtenant (except that a transfer of fifty
(50%) percent or more of the stock of a Public Company is permitted without
regard to any net worth test set forth in the proviso at the end of this
sentence); (iv) an assignment of this lease to any corporation or entity that is
a successor to Subtenant either by merger or consolidation; or (v) any occupancy
of the Sublease Premises by Desk Users (as hereinafter defined); provided,
however, in the case of a transaction described in clause (ii), (iii) or (iv),
that the net worth of the entity constituting Subtenant after the consummation
of the transaction in question is not less than that of Subtenant immediately
prior thereto, and that notice of such transaction (accompanied by a
certification of the net worth of the entity constituting Subtenant after the
consummation of the transaction in question) be provided to Landlord promptly
following the consummation thereof. A transaction involving fifty (50%) percent
or less of an interest in the stock, partnership or other equity interest of
Subtenant or any direct or indirect parent entity of Subtenant shall not require
Landlord's consent. As used in this Exhibit B, the term "Desk User" shall mean
persons or entities using portions of the Sublease Premises under so called
"desk sharing" arrangements which are an affiliate of Subtenant or which are
providing a business service to Subtenant or any affiliate, or in which
Subtenant or any affiliate has a material continuing economic interest (any such
person or entity, a "User"), and which User shall only use desk space in the
Sublease Premises for the purposes permitted by the Sublease, subject to and in
compliance with the following terms and conditions:

              (1)    a User shall have no rights under the Sublease and Landlord
shall have no liability or obligation to any User under the Sublease or for any
reason whatsoever in connection with the use or occupancy of the Sublease
Premises;

              (2)    no more than 5,000 rentable square feet of the Sublease
Premises shall be occupied by Users; provided, that this clause (2) shall not
apply to Users which are affiliates of Tenant;

              (3)    the space to be used and/or occupied by any User shall not
be separately demised;

              (4)    any breach or violation of this Sublease by a User shall be
deemed to be and shall constitute a default by Subtenant under this Sublease,
and any act or omission of a User shall be deemed to be and shall constitute the
act or omission of Subtenant under the Sublease;

              (5)    the right of a User to occupy a portion of the Sublease
Premises shall automatically terminate upon the expiration or earlier
termination of the Sublease and Subtenant shall not collect any rent from a User
in excess of the rent payable by Subtenant under the Sublease on a per square
foot basis;

                              Page 77 of 117 Pages
<PAGE>

              (6)    Subtenant hereby indemnifies and holds harmless Landlord,
the holder of any mortgage on the Building and/or the lessor under any ground
lease on the Building against loss, claim or damage arising from the acts or
omission of any User; and

              (7)    no User shall be entitled, directly or indirectly, to
diplomatic or sovereign immunity and each User shall be subject to the service
of process at and the jurisdiction of the courts of, the State of New York.

                              Page 78 of 117 Pages
<PAGE>

                                    Exhibit C
                                    ---------

                                   ALTERATIONS

       (a)    Subtenant, without Landlord's prior consent, may make or perform,
or permit the making or performance of, any alterations, installations,
improvements, additions or other physical changes in or about the Sublease
Premises that are nonstructural, do not affect the Building's exterior, and do
not adversely affect the Building's systems or facilities, other than
Subtenant's distribution of such systems or facilities within the Sublease
Premises (collectively, "Non-Structural Alterations"). Landlord acknowledges and
agrees that rerouting electrical power or the distribution of building services
within the Sublease Premises, or installing, removing or moving trading desks,
installing or removing outlets, installing or removing raised flooring, or
installing or removing non-structural partition walls within the Sublease
Premises are (unless the same adversely affects Building systems or facilities,
other than Subtenant's distribution of such systems or facilities within the
Sublease Premises) each Non-Structural Alterations. Alterations that are not
Non-Structural Alterations are referred to herein as "Structural Alterations"
and Non-Structural Alterations and Structural Alterations are sometimes
collectively referred to herein as "Alterations".

       (b)    Subtenant shall not make or perform, or permit the making or
performance of, any Structural Alterations without Landlord's prior consent,
which consent shall not be unreasonably withheld, delayed or conditioned,
provided that such Alterations (i) are performed only by contractors or
mechanics approved by Landlord (which approval will not be unreasonably
withheld, delayed or conditioned), (ii) do not adversely affect any part of the
Building other than the Sublease Premises, (iii) do not adversely affect the
Building systems (other than Subtenant's distribution of such systems or
facilities within the Sublease Premises), and (iv) do not reduce the value or
utility of the Building. The contractors set forth on the Contractor List
exhibit annexed to the Sublease are acceptable to Landlord for Subtenant's
initial alterations to the Sublease Premises, and unless Landlord shall remove
any such contractor from the Contractor List by written notice given (at any
time) to Subtenant, for Subtenant's subsequent alterations to the Sublease
Premises (the foregoing consent notwithstanding, however, this sentence shall in
no way affect or modify the provisions relating to labor disharmony and
interference set forth in clause (c) below).

       (c)    All Alterations shall be done at Subtenant's expense and at such
times and in such manner as Landlord may from time to time reasonably designate
pursuant to such reasonable rules as may from time to time be in effect
generally for the Building (the "Alteration Rules"). The current Alteration
Rules are annexed as Exhibit C-1. Landlord shall not enforce the Alteration
Rules against Subtenant in a discriminatory manner. Prior to making any (1)
Structural Alterations, Subtenant shall submit to Landlord detailed plans and
specifications, including layout, architectural, mechanical and structural
drawings (except that if the proposed Structural Alterations are minor,
Subtenant shall only be required to deliver plans in such detail as is
reasonably warranted by the nature of the work), for each proposed Structural
Alteration and shall not commence any Structural Alteration without first
obtaining Landlord's approval of such plans and specifications (which approval
will not be unreasonably withheld, delayed or conditioned to the extent that
Landlord is required to not unreasonably withhold approval of the Alteration
itself), (2) Alteration, Subtenant shall, at its expense, obtain all permits,
approvals and certificates required by any governmental or quasi-governmental

                              Page 79 of 117 Pages
<PAGE>

bodies (and Landlord agrees to perform, at Subtenant's reasonable request and
expense, such ministerial acts as may be required of it as Building owner in
connection therewith), and (3) Structural Alterations, Subtenant shall furnish
to Landlord certificates of policies of worker's compensation insurance
(covering all persons to be employed by Subtenant and Subtenant's contractors
and subcontractors in connection with such Alteration) and comprehensive public
liability (including property damage coverage) insurance in such form, with such
companies, for such periods and in such amounts as Landlord may reasonably
require, naming Landlord and its agents as additional insureds. Upon completion
of such Alteration, Subtenant, at Subtenant's expense, shall obtain certificates
of final approval of such Alteration required by any governmental or
quasi-governmental bodies and shall furnish Landlord with copies thereof, and
for any Structural Alteration shall deliver to Landlord "as built" plans and
specifications (or plans and specifications marked by Subtenant's contractor to
show final changes thereto) within thirty (30) days of the completion thereof.
All Alterations shall be made and performed in accordance with the Alteration
Rules; all materials and equipment to be incorporated in the Sublease Premises
as a result of all Alterations shall be of good quality; and no such materials
or equipment shall be subject to any lien, encumbrance, chattel mortgage, title
retention or security agreement. Subtenant shall not, at any time prior to or
during the Term, directly or indirectly employ, or permit the employment of, any
contractor, mechanic or laborer in the Sublease Premises, whether in connection
with any Alteration or otherwise, if, in Landlord's sole but good faith
discretion, such employment will interfere or cause any labor disharmony with
other contractors, mechanics, or laborers engaged in the construction,
maintenance or operation of the Building by Landlord, Subtenant or others. In
the event of any such interference or disharmony, Subtenant, upon demand of
Landlord, shall cause all contractors, mechanics or laborers causing such
interference or conflict to leave the Building immediately.

       (b)    No approval of any plans or specifications by Landlord or consent
by Landlord allowing Subtenant to make any Alterations or any inspection of
Alterations made by or for Landlord shall in any way be deemed to be an
agreement by Landlord that the contemplated Alterations comply with any legal
requirements or insurance requirements or the certificate of occupancy for the
Building nor shall it be deemed to be a waiver by Landlord of the compliance by
Subtenant of any provision of this lease.

       (c)    Subtenant shall promptly reimburse Landlord for all reasonable,
out-of-pocket fees, costs and expenses paid to third parties including, but not
limited to, those of architects and engineers, reasonably incurred by Landlord
in connection with the review of Subtenant's plans and specifications for any
Alteration. Landlord agrees to retain outside experts only when the nature or
complexity of Subtenant's proposed Alterations is beyond the expertise of its
in-house personnel.

                              Page 80 of 117 Pages
<PAGE>

                                   Exhibit C-1
                                   -----------

                                ALTERATION RULES

       All costs and expenses in connection with or arising out of the
performance of the work shall be borne by Subtenant, and all payments thereof
shall be made by Subtenant promptly as they become due.

       All material, as well as construction methods and installations used in
the performance of the work, shall conform to the best quality standards of the
industry for First Class Office Buildings.

       All work performed by Subtenant shall comply with all applicable
requirements of local laws.

       Subtenant shall perform all work in a safe and workmanlike manner and in
compliance with law and all other requirements of the Sublease. This compliance
shall include the filing of plans and other documents as required, and the
procuring of any required licenses or permits, prior to commencement of any
work. Subtenant shall submit copies of the following to Landlord:

       (A)    Copy of BEC-16A - when filed by electrical contractor.
       (B)    Copy of BEC-16A - when application number is assigned to job.
       (C)    Copy of approval when work is inspected and approved.
       (D)    Copy of approval from Fire Underwriters.

       Landlord shall have no responsibility for or in connection with the work
performed by or on behalf of Subtenant and Subtenant will remedy at its expense
and be responsible for any and all defects in all such work that may appear
during or after the completion thereof, whether the same shall affect the
Sublease Premises in particular or any part of the Building.

       Landlord and its agents shall not be responsible for any disturbances or
deficiency created in the air conditioning or other mechanical, electrical or
structural facilities within the Building as a result of the work. If such
disturbances or deficiencies result, Subtenant shall correct the resulting
conditions and restore the services to the reasonable satisfaction of Landlord
and its architect and engineers.

       If the performance of this work shall require that additional services or
facilities (including but without limiting the generality of the foregoing,
extra elevator and cleaning services) be provided, Subtenant shall pay Landlord
the Building standard charge therefor.

       Subtenant's workers and mechanics must work in harmony, and not interfere
with, any labor employed by Landlord, Landlord's mechanics or contractors or by
any other tenant or its contractors.

       Subtenant's General Contractor shall have a competent Superintendent on
the job that can be reached at any time work is in progress.

                              Page 81 of 117 Pages
<PAGE>

       Subtenant's contractors shall comply with the rules of the Building as to
the hours of availability of the Building elevators and as to the manner of
handling materials, equipment and debris to avoid conflict and interference with
Building operations.

       Subtenant's contractors shall make available fire extinguishes as
required by law, but not less than the following:

       (A)    For alterations up to 3,000 sq. ft. - one (1) fire extinguisher;
and
       (B)    For alterations over 3,000 sq. ft. - one (1) fire extinguisher for
every additional 3,000 sq. ft. thereover.

       Subtenant's General Contractor shall furnish a list of all
sub-contractors to Landlord prior to beginning work and shall employ men and
means to insure so far as may be possible the usual operation of the Building
without interruption on account of strikes, work stoppages, jurisdictional
disputes or similar causes.

       Any rigging of equipment must be checked with Landlord for weight. Such
equipment must be moved into the building after 5:30 p.m. All necessary permits,
approvals and licenses for such rigging shall be provided to Landlord prior to
any work starting.

       The use of the service entrance during other than business hours may
require use of security, elevator operator personnel, etc. which must be
arranged for 24 hours in advance, and services of Building personnel will be
charged to Subtenant. The Subtenant or its contractor shall provide Landlord
with a written order in advance or, if arranged for orally, a written confirming
order will be required.

       All employees of the contractor and sub-contractor shall be signed in and
out by the Superintendent or his assistant at the lobby desk, or other location
designated and may be required to wear badges at all times.

       The delivery of materials, equipment and removal of debris must be
arranged to avoid any inconvenience to and annoyance of other occupants of the
Building. Cleaning must be controlled to prevent dirt and dust from infiltrating
into adjacent tenant or mechanical areas.

       After good faith consultation and Subtenant's failure thereafter to
rectify any breach, Landlord expressly reserves the right to revoke its consent
upon notice to Subtenant in the event of the breach of any of the terms or
conditions hereof.

       Nothing herein contained shall be construed as (A) constituting Subtenant
as Landlord's agent (Subtenant to do the work herein as principal), or (B) a
waiver by Landlord or Subtenant of any of the terms or provisions of the lease,
Landlord's consent and approval as aforesaid being hereby made subject thereto.

       Subtenant agrees to comply with such additional reasonable rules and
regulations as are established from time to time by the Building Manager
(consistent with the operation of first class office buildings) during the
course of the work, which do not diminish any of Subtenant's rights under the
Sublease.

                              Page 82 of 117 Pages
<PAGE>

       All employees of the contractor or sub-contractor will use the freight
elevator for access to and from the floor under construction.

       Any noisy work that will interfere with the quiet enjoyment of any other
premises must be performed during the hours before 8:00 a.m. or after 6:00 p.m.
(e.g., demolition, drilling into slab).

       The building office must be notified prior to any welding, or sweating of
pipe to prevent false fire alarms.

       Proper permits must be presented to the Building Manager before any gas
(i.e. propane or acetylene, etc.) can be brought into the Building. All such
tanks are to be removed at the end of each day and a proper fire watch
maintained while this equipment is being used.

       All elevators, lobbies, machine rooms, electrical rooms, perimeter
induction units, elevator equipment, and fire alarm equipment shall be provided
with protection to prevent dust and dirt from entering.

       All rubbish as a result of work shall be removed from the building as
soon as possible and premises kept reasonably clean at all times. Rubbish
containers may not be stored in loading dock and must be promptly removed when
emptied. When working on multi-tenant floor, containers must be removed from
floor during non-business hours.

       Tie-ins to mechanical, electrical, and other building services are to be
made during other than normal business hours, and after equipment is shut down,
and only with the prior approval of Landlord, which will not be unreasonably
withheld, and under the supervision of the Building Manager.

       The Lobby is not to be used as place of business by contractors or "drop
off" or "pick up" point for any messengers or delivery men. Our staff are not
authorized to accept any packages for tenants or contractors.

       No contractor or sub-contractor is to enter any space other than the
space that he was given access to through the Building Office.

                              Page 83 of 117 Pages
<PAGE>

                                    Exhibit D
                                    ---------

                                RENEWAL PROVISION

       (a)    Provided that the Sublease is then in full force and effect,
Subtenant is not in default thereunder or under this Agreement after notice and
the expiration of any applicable grace period, and Subtenant (together with
Affiliates of the Named Tenant (as hereinafter defined) (or Affiliates of any
Vested Successor (as hereinafter defined), if applicable) and permitted Desk
Users) shall occupy at least 75% of the rentable square footage of the Sublease
Premises (the "Threshold Portion"), Subtenant shall have the option (the
"Extension Option") to extend the Term for one (1) additional period of five (5)
years (the "Extension Term"). The Extension Term shall commence on the day after
the initial Expiration Date and shall expire on the fifth (5th) anniversary of
the initial Expiration Date unless the Extension Term shall sooner end pursuant
to any of the terms, covenants or conditions of the Sublease, this Agreement or
pursuant to law. Subtenant shall give Landlord written notice (the "Extension
Notice") of Subtenant's exercise of such option on or before the date that is
two (2) years prior to the initial Expiration Date (the time of exercise being
of the essence), and upon Subtenant timely giving such notice, the Term shall be
extended without execution or delivery of any other or further documents, with
the same force and effect as if the Extension Term had originally been included
in the Term; the word "Term," whenever used in the Sublease or this Agreement,
shall include the Extension Term; and the Expiration Date shall thereupon be
deemed to be the last day of the Extension Term. All of the terms, covenants and
conditions of the Sublease shall continue in full force and effect during the
Extension Term, including items of additional rent and escalation, which shall
remain payable on the terms (including the base years) herein set forth, except
that: (i) the Base Rent shall be as determined in accordance with clause (b) of
this Exhibit D, (ii) there shall be no rent concession, work or work allowance
to be furnished by Landlord, and (iii) Subtenant shall have no further right to
extend the Term. Notwithstanding the foregoing, or anything else to the contrary
contained in this Exhibit D, this Agreement, the Overlease or the Sublease, (x)
if, on the date that is eighteen (18) months prior to the initial Expiration
Date (the "Availability Date"), the Sublease Premises shall not be Available (as
hereinafter defined), then Subtenant shall not be entitled to the Extension
Option and the provisions contained in this Exhibit D shall be void, and of no
force and effect and (y) Subtenant's Extension Option may only be exercised by
the Named Tenant and shall be deemed null and void and of no force and effect if
the Named Tenant or any Vested Successor, together with any Affiliates of the
Named Tenant (or Affiliates of any Vested Successor, if applicable) and
permitted Desk Users, shall no longer be occupying the Threshold Portion of the
Sublease Premises. As used herein, the term "Named Tenant" shall mean Euro
Brokers Inc., and any of its successors by merger, consolidation or the purchase
of all or substantially all of its assets (such successor, together with such
successor's successors by merger, consolidation, or the purchase of all or
substantially all of its assets, a "Vested Successor")); the term "Named Tenant"
shall not include the successors and assigns of Euro Brokers Inc. or a Vested
Successor, but shall include a successor or assign that is an Affiliate of Euro
Brokers Inc. or an Affiliate of a Vested Successor.

       (b)    The Base Rent payable by Subtenant for the Sublease Premises
during the Extension Term shall be the greater of (i) the Base Rent being paid
as part of the Direct Sublease Rent payable during the last year of the initial
Term and (ii) ninety-five percent (95%) the fair market rental value of the
Sublease Premises based upon the criteria set forth in subsection (3) of this
clause (b) (the "FMRV"), determined as follows:

                              Page 84 of 117 Pages
<PAGE>

              (1)    Beginning on the date that is two (2) years prior to the
commencement of the Extension Term, then provided that Subtenant has timely
delivered the Extension Notice, Landlord and Subtenant shall negotiate in good
faith to agree upon the FMRV. If Landlord and Subtenant cannot reach agreement
by the date that is eighteen (18) months prior to the commencement of the
Extension Term, Landlord and Subtenant shall each select a reputable, qualified,
licensed real estate broker having an office in New York County, having at least
ten (10) years of experience as a licensed real estate broker, and familiar with
the rentals then being charged in the Building and in comparable buildings in
downtown Manhattan for the type of space represented by the Sublease Premises
(such brokers are referred to herein, respectively, as "Landlord's Broker" and
"Subtenant's Broker"), who shall confer promptly after their selection by
Landlord and Subtenant and shall negotiate in good faith to agree upon the FMRV.
If Landlord's Broker and Subtenant's Broker cannot reach agreement by the date
that is twelve (12) months prior to the commencement of the Extension Term, then
(except if the FMRV is to be determined pursuant to the first sentence of
paragraph (2) below), no later than the date that is eight (8) months prior to
the commencement of the Extension Term, they shall designate a third reputable,
qualified, licensed real estate broker having an office in New York County,
having at least ten (10) years of experience as a licensed real estate broker,
and familiar with the rentals then being charged in the Building and in
comparable buildings in downtown Manhattan for the type of space represented by
the premises (the "Independent Broker"). Upon the failure of Landlord's Broker
and Subtenant's Broker timely to agree upon the designation of the Independent
Broker, then the Independent Broker shall be appointed by a Justice of the
Supreme Court of the State of New York upon ten (10) days notice, or by any
other court in New York County having jurisdiction and exercising functions
similar to those exercised by the Supreme Court of the State of New York.
Concurrently with such appointment, Landlord's Broker and Subtenant's Broker
shall each submit a letter to the Independent Broker, with a copy to Landlord
and Subtenant, setting forth such broker's estimate of the FMRV, taking into
consideration the factors referenced in subsection (3) of this clause (b)
(respectively "Landlord's Broker's Letter" and "Subtenant's Broker's Letter").

              (2)    If the FMRV's set forth in Landlord's Broker's Letter and
Subtenant's Broker's Letter differ by 5% or less for each year during the
Extension Term, the FMRV shall be deemed the average of the FMRV's set forth in
Landlord's Broker's Letter and Subtenant's Broker's Letter. If such differential
is more than 5%, and the Landlord and Subtenant do not reach agreement within
five (5) days after the designation of Independent Broker (as designated
pursuant to paragraph (1) above), the Independent Broker shall conduct such
investigations and hearings as he or she may deem appropriate and shall, within
sixty (60) days after the date of his or her designation, choose either the FMRV
set forth in Landlord's Broker's Letter or that set forth in Subtenant's
Broker's Letter to be the FMRV and such choice shall be binding upon Landlord
and Subtenant. Landlord and Subtenant shall each pay the fees and expenses of
its respective broker. The fees and expenses of the Independent Broker shall be
shared equally by Landlord and Subtenant.

              (3)    The FMRV shall be the fair market rental value, as of the
first day of the Extension Term, of space comparable to the Sublease Premises in
downtown Manhattan, taking into account the then existing condition of the

                              Page 85 of 117 Pages
<PAGE>

premises (assuming Subtenant maintained the Sublease Premises in accordance with
the Sublease), the nature of the escalation provisions and the base years as set
forth in the Sublease, which shall not be changed, the absence of any rent
concession or work contribution from Landlord, and all other relevant
circumstances.

       (c)    If the Base Rent for the Extension Term has not been determined by
the first day thereof, then the Base Rent to be paid by Subtenant to Landlord
until such determination has been made shall be the FMRV set forth in Landlord's
Broker's Letter. After such determination has been made, any excess rental
theretofore paid by Subtenant to Landlord shall be credited by Landlord against
the next ensuing installment(s) of Base Rent and additional rent payable by
Subtenant to Landlord, such credit to include interest at the Prime Rate (as
hereinafter defined) on the amount of such excess rental from the date paid by
Subtenant to Landlord through the date so credited (and applied) back to
Subtenant. The term "Prime Rate" means a per annum rate equal to the prime
commercial lending rate of Citibank, N.A. (or any successor bank thereto), as
published from time to time in the New York Times (or if the New York Times
shall cease to exist, another nationally recognized daily periodical reasonably
selected by Landlord)."

       (d)    Promptly after the Base Rent has been determined, Landlord and
Subtenant shall execute, acknowledge and deliver an agreement setting forth the
Base Rent for the Extension Term, as finally determined, provided that the
failure of the parties to do so shall not affect their respective rights and
obligations under the Sublease.

       (e)    As used herein, the term "Available" shall mean, as to the
Sublease Premises, either that, on the Availability Date, (x) there shall not be
on-going any good faith negotiations between Landlord and any third party to
lease five (5) full contiguous floors or more in the Building, at least two (2)
floors of which are comprised of the Sublease Premises, from and after the
Expiration Date for all or some portion of the Extension Term, or (y) there
shall not be a lease or other written agreement between Landlord and any third
party to lease five (5) full contiguous floors or more in the Building, at least
two (2) floors of which are comprised of the Sublease Premises, from and after
the Expiration Date for all or some portion of the Extension Term.

                              Page 86 of 117 Pages
<PAGE>

                                    Exhibit E
                                    ---------

                              RIGHT OF FIRST OFFER

       (a)    Provided (x) the Sublease shall not have been terminated, (y)
Subtenant shall not be in default under the Sublease beyond applicable notice
and grace periods and (z) Subtenant (together with Affiliates of the Named
Tenant (as defined in Exhibit D to this Agreement) (or Affiliates of any Vested
Successor (as defined in Exhibit D to this Agreement), if applicable) and
permitted Desk Users) shall be in occupancy of at least 75% of the rentable
square footage of the Sublease Premises (the "Threshold Portion"), then if at
any time during the Term the Offer Space either becomes, or Landlord reasonably
anticipates that within the next 18 months the Offer Space will become,
Available, Landlord shall give to Subtenant a notice ("Offer Notice") thereof,
specifying the material terms upon which Landlord would be willing to lease the
Offer Space to Subtenant, including, without limitation, (i) the date or
estimated date that the Offer Space has or shall become Available, (ii) the term
of such lease; it being agreed, however, that at Subtenant's option which must
be exercised (or it shall be irrevocably deemed waived) in Subtenant's
Acceptance Notice (as hereinafter defined), Subtenant may elect to have the term
of the lease entered into for the Offer Space pursuant to this Exhibit E be
co-terminus with the Term of the Sublease; (iii) the base annual rent for the
Offer Space, (iv) the applicable base year for taxes and operating expenses and
Subtenant's proportionate share therefor (or, if calculated in a different
manner, the method by which Subtenant's share of taxes and operating expenses
shall be calculated) and (v) any work allowances, free rent periods or other
concessions. Subtenant acknowledges and agrees that the Offer Space Option is a
one-time right and Landlord shall have no obligation to give to Subtenant more
than one Offer Notice. Notwithstanding the foregoing, or anything else to the
contrary contained in this Exhibit E, this Agreement, the Overlease or the
Sublease, Subtenant's Offer Space Option (as hereinafter defined) may only be
exercised by the Named Tenant and shall be deemed null and void and of no force
and effect if the Named Tenant or any Vested Successor, together with any
Affiliates of the Named Tenant (or Affiliates of any Vested Successor, if
applicable) and permitted Desk Users, shall no longer be occupying the Threshold
Portion of the Sublease Premises.

       (b)    Provided that on the date Subtenant exercises the Offer Space
Option and on the OS Inclusion Date (x) the Sublease shall not have been
terminated, (y) Subtenant is not then in default of any monetary obligation
under the Sublease beyond any applicable notice and cure periods (it being
understood that if Subtenant shall be in default of any monetary obligation
under the Sublease on the date that Subtenant exercises the Offer Space Option
or on the OS Inclusion Date (which default has not then continued beyond
applicable notice and cure periods) and such default is ultimately not cured by
Subtenant within applicable notice and cure periods, then the Offer Space
Option, Subtenant's exercise thereof and any lease created by such exercise,
shall be abrogated and rendered null and void) or of any non-monetary
obligations under the Sublease beyond any applicable notice and cure periods and
(z) Subtenant (together with any permitted Desk Users) shall be in occupancy of
the Threshold Portion of the Sublease Premises, Subtenant shall have the option
(the "Offer Space Option") to lease the Offer Space. The Offer Space Option
shall be exercisable by Subtenant giving Landlord notice thereof (the
"Acceptance Notice") no later than the date (the "Outside Exercise Date") which
is fifteen (15) business days after the giving of the Offer Notice (time being
of the essence). If the Sublease shall be terminated or if any of the other

                              Page 87 of 117 Pages
<PAGE>

conditions to the Offer Space Option shall no longer be satisfied at any time
before the OS Inclusion Date, the Offer Space Option, or Subtenant's exercise
thereof, or any lease created by any such exercise, shall be abrogated and
rendered null and void.

       (c)    If Subtenant timely and properly gives the Acceptance Notice, then
Landlord and Subtenant shall execute and deliver a lease (the "Offer Space
Lease") for the Offer Space upon all of the terms and conditions set forth in
the Sublease (as in effect from and after the Succession Date), as modified to
reflect the terms contained in the Offer Notice, within 15 business days
following the date of receipt of the Offer Space Lease.

       (d)    If Subtenant fails to timely (x) give an Acceptance Notice or (y)
execute and deliver the Offer Space Lease to Landlord, then Landlord may enter
into one or more leases of the Offer Space with third parties on such terms and
conditions as Landlord shall determine; provided, however, if the net effective
rent under any such lease is more than 10% less than the net effective rent
under the Offer Notice, Landlord shall be obligated to deliver a second Offer
Notice to Subtenant specifying which of the material terms contained in the
original Offer Notice were modified, whereupon the provisions of this Exhibit D
shall again apply, except that instead of having fifteen (15) business days to
deliver an Acceptance Notice in clause (b) above, Subtenant shall only have five
(5) business days. (ii) the Offer Space Option shall be null and void and of no
further force and effect and Landlord shall have no further obligation to offer
the Offer Space to Subtenant, and (iii) Subtenant shall, upon demand by
Landlord, execute an instrument confirming Subtenant's wavier of, and
extinguishing, the Offer Space Option, but the failure by Subtenant to execute
any such waiver instrument shall not affect the provisions of clauses (i) and
(ii) in this paragraph.

       (e)    (i)    "Offer Space" means the 17th floor of the Building.

              (ii)   "Available" means, as to the Offer Space, that the Offer
Space is vacant and free of any present or future possessory right now or
hereafter existing in favor of any third party; it being understood that
Landlord shall have the unconditional right to extend or renew the lease of the
tenant currently occupying the Offer Space (whether or not any such tenant had
an extension or renewal right in its lease).

              (iii)  "OS Inclusion Date" means the date that Landlord delivers
vacant possession of the Offer Space to Subtenant. If Subtenant timely and
properly exercises the Offer Space Option and Landlord is unable to deliver
possession of the Offer Space to Subtenant for any reason on or before the date
on which Landlord anticipates that the Offer Space shall be Available as set
forth in the Offer Notice, Landlord shall have no liability to Subtenant
therefor and the Sublease shall not in any way be impaired.

                              Page 88 of 117 Pages
<PAGE>

                                    Exhibit F
                                    ---------

                           SECURITY DEPOSIT PROVISIONS

       Supplementing the provisions of Section 10 of this Agreement, all of the
following provisions shall govern prior to the Succession Date with respect to
Landlord holding the Security Deposit:

              (a)    It is expressly understood that Landlord is holding the
Security Deposit as an accommodation to Sublandlord and Subtenant and as a
depository only and is not responsible or liable in any manner whatsoever for
the sufficiency, correctness, genuineness or validity of any instrument
deposited with it, or for the form of execution of such instruments, or for the
identity, authority or right of any person executing or depositing the same, or
for the terms and conditions of any instrument pursuant to which Landlord or the
parties may act.

              (b)    In the event any disagreement or dispute shall arise
between Sublandlord and Subtenant and/or any other persons resulting in adverse
claims and demands being made for the Security Deposit, then, at Landlord's
option (i) Landlord may refuse to comply with any claims or demands on it and
continue to hold the Security Deposit until (a) Landlord receives written notice
signed by Sublandlord, Subtenant and any other person who may have asserted a
claim to or made a demand for the Security Deposit directing the disbursement of
the Security Deposit, in which event Landlord shall then disburse the Security
Deposit in accordance with said direction, or (b) Landlord receives a certified
copy of a final and non-appealable judgment of a court of competent jurisdiction
directing the disbursement of the Security Deposit, in which event Landlord
shall then disburse the Security Deposit in accordance with said direction; or
(ii) in the event Landlord shall receive a written notice advising that a
litigation over entitlement to the Security Deposit has been commenced, Landlord
may deposit the Security Deposit with the clerk of the court in which said
litigation is pending; or (iii) Landlord may deposit the Security Deposit in a
court of competent jurisdiction by the commencement of an action for
interpleader, the costs thereof to be borne by whichever of Sublandlord and
Subtenant is the losing party.

              (c)    Landlord shall not be or become liable in any way or to any
person for its refusal to comply with adverse claims and demands being made for
the Security Deposit. Landlord shall not be responsible for any act or failure
to act on its part nor shall it have any liability in connection with its
holding the Security Deposit except in the case of its own willful misconduct or
gross negligence. Landlord shall be automatically released from all
responsibility and liability with respect to the Security Deposit upon
Landlord's delivery or deposit of the Security Deposit in accordance with the
provisions of this Agreement.

              (d)    The duties of Landlord are purely ministerial. Landlord
shall not have any duties or responsibilities except those set forth in Section
10 of this Agreement and this Exhibit F and shall not incur any liability in
acting upon any signature, notice, request, waiver, consent, receipt or other
paper or document believed by Landlord to be genuine, and Landlord may assume
that any person purporting to give it any notice on behalf of any party has been
duly authorized to do so.

                              Page 89 of 117 Pages
<PAGE>

              (e)    Landlord may act or refrain from acting in respect of any
matter referred to herein in full reliance upon and by and with the advice of
counsel which may be selected by it and shall be fully protected in so acting or
refraining from acting upon the advice of such counsel.

              (f)    Subtenant and Sublandlord hereby jointly and severally
agree to indemnify, defend and save Landlord harmless from any and all loss,
damage, claims, liabilities, judgments and other cost and expense of every kind
and nature which may be incurred by Landlord arising out of its acting as the
depository of the Security Deposit (including, without limitation, reasonable
attorneys' fees and disbursements) except in the case of its own willful
misconduct or gross negligence.

                              Page 90 of 117 Pages