SUBLEASE AGREEMENT

         THIS SUBLEASE AGREEMENT made this the 2nd day of February 2001, by and
between ATLAS CAPITAL SERVICES, LLC, a Delaware limited liability company
("OVERTENANT") having a principal office at 225 Broadway, New York, NY 10007,
and WealthHound, Inc., a Florida corporation ("UNDERTENANT"), having a principal
office at 225 Broadway, New York, NY 10007.

                                   WITNESSETH:

         WHEREAS, Overtenant is a party to a Lease Agreement dated the 2nd day
of February 2001 with Braun Management Inc. as agent for 225 Broadway, L.P. (the
"LANDLORD") covering Suite 910 in the building known as 225 Broadway, New York,
New York 10007 (the "Premises") for a period of 5 years ending on 1st day of
February, 2006 (the "LEASE"). A copy of the Lease is attached hereto as Exhibit
A and made a part hereof.

         WHEREAS, Overtenant possesses all right, title and interest in and to
the Premises, as tenant, and desires, subject to the terms and conditions
hereinafter set forth, to sublet a portion of the Lease to the Undertenant and
Undertenant desires to accept such sublease upon the terms and conditions
hereinafter set forth; and

         WHEREAS, so far as is known, the Overtenant and the Landlord have no
claims or defenses one against the other by reason of the Lease.

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth and other valuable consideration, the receipt of
which is hereby acknowledged, it is agreed:

         1.       SUBLEASE TERM.
                  -------------

         The Overtenant hereby sublets 80% of the rentable square feet of the
Premises to the Undertenant for a term of 5 years beginning on the date hereof
and ending on the 1st day of February 2006 (the "TERM"). It is hereby agreed
that 80% of the rentable square feet of the Premises is 3512 square feet.
Undertenant shall use and occupy the Premises for executive and administrative
offices of an online financial portal.

         2.       RENT.
                  ----

A. Undertenant covenants and agrees to pay Overtenant the Rent at the rate of
ONE HUNDRED FIVE THOUSAND THREE HUNDRED SIXTY DOLLARS ($105,360) per annum,
payable in equal monthly installments of EIGHT THOUSAND SEVEN HUNDRED EIGHTY
DOLLARS ($8,780).

                                     II-16
<PAGE>

B.  Undertenant  is  further  obligated  to  pay  its  percentage  share  of the
electricity  and Real  Estate  Taxes as  provided  in  Articles 38 and 39 of the
Lease.

C. Each  monthly  payment  shall be made in advance on the 1st day of each month
during the Term. Checks shall be made payable to "ATLAS CAPITAL SERVICES, LLC."

         3.       SECURITY.
                  --------

         The security for the Undertenant's performance is $19,244. Overtenant
states that Overtenant shall hold the security in accordance with Paragraph 34
of the Lease.

         4.       SUBJECT TO LEASE.
                  ----------------

         This Sublease is subject to all of the terms and conditions of the
Lease, except for those provisions expressly modified herein. The provisions of
the Lease are part of this Sublease. All of the provisions of the Lease are
binding on the Undertenant. All of the obligations of the Overtenant in such
Lease shall be assumed by and be binding on the Undertenant herein. This
Sublease is also subject to any agreement to which the Overtenant or Lease is
subject to. Undertenant hereby states that it has read and reviewed the Lease, a
copy of which is attached hereto as Exhibit A, and will not violate it in any
way.

         5.        OVERTENANT'S DUTIES.
                   -------------------

         The Lease describes the Landlord's duties. The Overtenant is not
obligated to perform the Landlord's duties. If the Landlord fails to perform,
the Undertenant, must send the Overtenant a notice in writing to the address set
forth above. Upon receipt of such Notice, the Overtenant shall then promptly
notify the Landlord and demand that the Lease terms be carried out. The
Overtenant shall have the obligation to continue the demands until the Landlord
performs, but no obligation to commence any legal action. Notwithstanding the
foregoing, in the event Landlord fails to perform as provided in the Lease, the
Undertenant shall not be entitled to any abatement in Rent and shall not be
entitled to terminate this Sublease, unless the failure to perform was due to
the material act or omission of the Overtenant.

         6.       NO AUTHORITY.
                  ------------

         The Undertenant shall have no authority to contact or make any
agreement with the Landlord about the Premises or the Lease, without
Overtenant's express written consent. The Undertenant may not pay rent or other
charges to the Landlord, but only to the Overtenant, without Overtenant's
express written consent.

         7.       NO ASSIGNMENT OR SUBLETTING.
                  ---------------------------

<PAGE>

         Undertenant shall not assign this Sublease and shall not sublet the
Apartment, in whole or in part, without Overtenant's written consent. Overtenant
is under no obligation to grant such consent in any event.

         8.       INDEMINFICATION.

         Anything in this Agreement to the contrary notwithstanding, the
Undertenant shall indemnify and hold Overtenant harmless and defend Overtenant
at Undertenant's sole cost and expense against any loss or liability, claim,
obligation, action, cost or expense (including, without limitation, reasonable
attorneys' fees and disbursements of Overtenant's counsel, whether in-house
staff, retained firms or otherwise), and all claims, actions, procedures and
suits arising out of or in connection with the (i) breach of this Sublease
Agreement, or (ii) breach of the Lease

         9.       LANDLORD'S CONSENT.
                  ------------------

         If the Landlord's consent to the Sublease is required, this consent
must be received within 10 days from the date of this Sublease. If the
Landlord's consent is not received within this time, the Sublease will be void.
In such event all parties are automatically released and all payments shall be
refunded to the Undertenant.

         10.      LAW GOVERNING AND FORUM SELECTION CLAUSE.

         This Agreement shall be governed in all respects by the laws of the
State of New York as such laws are applied to agreements entered into and to be
performed entirely within New York between New York residents.

         11.      NOTICES.

         Except as expressly stated herein, any notice to Overtenant shall be in
writing to the address set forth above, and shall be hand delivered or sent by
Federal Express, or other reputable courier service, or by postage pre-paid
registered or certified mail, return receipt requested, and shall be deemed
given (i) when received at the following addresses if hand delivered or sent by
Federal Express, or other reputable courier service, and (ii) three (3) business
days after being postmarked and addressed as follows if sent by registered or
certified mail, return receipt requested.

         Except as expressly stated herein, any notice to the Undertenant shall
be in writing sent to the address set forth above or, if different, to the
address of the Premises, and shall be hand delivered or sent by Federal Express,
or other reputable courier service, or by postage pre-paid registered or
certified mail, return receipt requested, and shall be deemed given (i) when
received at the following addresses if hand delivered or sent by Federal
Express, or other reputable courier service, and (ii) three (3) business days
after being postmarked and addressed as follows if sent by registered or
certified mail, return receipt requested.

<PAGE>

         12.      AMENDMENT/MODIFICATION.
                  ----------------------

         Any alteration, change or modification of or to this Sublease
Agreement, in order to become effective, must be made in writing and in each
instance signed on behalf of each party.

         13.      BINDING PROVISIONS.
                  ------------------

         This Sublease Agreement is binding on each of the parties' assigns,
successors, heirs, executors, legal representatives, or administrators.

         14.      EARLY TERMINATION.
                  ------------------

         Anything herein in this Sublease Agreement to the contrary
notwithstanding, Overtenant and Tenant shall each have the privilege of
canceling this Sublease effective each anniversary of the term commencement
date, on not less than seven (7) months prior notice to the other party and the
Sublease shall expire upon that day as if that day were the day that the
Sublease were to end by its original term.

         15.      ADDITIONAL TERMS.
                  -----------------

         If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall
be enforced. Either party's failure to act with respect to a breach does not
waive such party's right to act with respect to subsequent or similar breaches.
This Agreement sets forth the entire understanding and agreement between the
parties with respect to the subject matter hereof.

         IN WITNESS WHEREOF, OVERTENANT AND UNDERTENANT HAVE SIGNED THIS
SUBLEASE AGREEMENT AS OF THE ABOVE DATE:

         OVERTENANT:                                 UNDERTENANT:

         ATLAS CAPITAL SERVICES, LLC                 WEALTHHOUND, INC.

         By: /s/ Michael D. Farkas                   By: /s/ Robert Schechter
            ----------------------                      ------------------------
         Name: Michael D. Farkas                     Name: Robert Schechter
         Title: CEO                                  Title: Secretary

<PAGE>


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


         Agreement  of Lease,  made as of this 30th day of January  2001 between
BRAUN  MANAGEMENT,  INC. of 160  Broadway,  New York,  NY 10038 as agent for 225
BROADWAY  COMPANY,  L.P.,  party of the first part,  hereinafter  referred to as
OWNER,  and ATLAS CAPITAL SERVICES LLC, a Delaware  limited  liability  company,
with an office at 11 Broadway, 21st Floor New York, NY 10004 party of the second
part, hereinafter referred to as TENANT.

         Witnesseth:  Owner hereby leases to Tenant and Tenant hereby hires from
Owner Suite 910, as shown on Exhibit A, annexed hereto, and hereinafter referred
to as the Demised  Premises in the building known as 225 Broadway in the Borough
of Manhattan,  City of New York for the term of. See  Paragraph  37.01 (or until
such term shall sooner cease and expire as  hereinafter  provided to commence on
the ___ day of ______________ nineteen hundred and ______________, and to end on
the _______ day of ___________ and See Paragraph 37.01 both dates inclusive,  at
an annual  rental  rate of See  Paragraph  37.02 which  Tenant  agrees to pay in
lawful money of the United  States which shall be legal tender in payment of all
debts and dues,  public and private,  at the time of payment,  in equal  monthly
installments  in  advance on first day of each month  during  said term,  at the
office of Owner or such other place as Owner may designate,  without any set off
or  deduction  whatsoever,  except  that  Tenant  shall  pay the  first  monthly
installments(s) on the execution hereof (unless this lease be a renewal).

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

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


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


OCCUPANCY:
---------

         2. Tenant  shall use and occupy  demised  premises  for  executive  and
administrative offices of a consultant and financial management company


TENANT ALTERATIONS:
------------------

          3. Tenant  shall make no changes in or to the demised  premises of any
nature  without  Owner's  prior  written  consent.  Subject to the prior written
consent of Owner,  and to the  provisions of this article,  Tenant,  at Tenant's
expense,  may make alterations,  installations,  additions or improvements which
are  non-structural  and which do not affect  utility  services or plumbing  and
electrical  lines,  in or to the  interior  of the  demised  premises  by  using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations,  additions, installations or improvements, at its
expense,  obtain  all  permits,  approvals  and  certificates  required  by  any
governmental bodies and upon completion,  certificates of final approval thereof
and  shall  deliver  promptly  duplicates  of all  such  permits  approvals  and
certificates  to Owner  and  Tenant  agrees  to carry  and will  cause  Tenant's
contractors an  sub-contractors  to carry such workman's  compensation,  general
liability,  personal and property damage insurance as Owner may require.  If any
mechanic's lien is filed against the demised premises,  or the building of which
the same  forms a part,  for work  claimed to have been done for,  or  materials
furnished to,  Tenant,  whether or not done  pursuant to this article,  the same
shall be  discharged  by Tenant  within  thirty  days  thereafter,  at  Tenant's
expense,  by payment or filing the bond  required by law.  All  fixtures and all
paneling, partitions, railings and like installations, installed in the premises
at any  time,  either  by Tenant or by Owner or  Tenant's  behalf,  shall,  upon
installation,  become the  property  of the Owner and shall  remain  upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than  twenty  days prior to the date  fixed as the  termination  of this  lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant in
which event the same shall be removed  from the  premises by Tenant prior to the
expiration of the lease, at Tenant's  expense.  Nothing in this Article shall be
construed  to give  Owner  title  to or to  prevent  Tenant's  removal  of trade
fixtures,  moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of any other  installations as may be required
by Owner,  Tenant shall  immediately and at its expense,  repair and restore the
premises to the condition  existing prior to installation  and repair any damage
to the demised  premises  or the  building  due to such  removal.  All  property
permitted  or required to be removed by Tenant at the end of the term  remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Owner, either be retained as Owner's property or may be removed from
the premises by Owner, at Tenant's expense.

MAINTENANCE AND REPAIRS:
-----------------------

          4. Tenant shall,  throughout the term of this lease, take good care of
the demised  premises and the fixtures and appliances  therein,  Tenant shall be
responsible  for all damage or injury to the demised  premises or any other part
of the  building  and the  systems  and  equipment  thereof,  whether  requiring
structural or  nonstructural  repairs caused by or resulting from  carelessness,
omission,  neglect or improper conduct of Tenant,  Tenant's subtenants,  agents,
employees, invitees or licensees, or which arise out of any work, labor, service
or equipment  done for or supplied to Tenant or any  subtenant or arising out of
the installation, use or operation of the property or equipment of Tenant or any
subtenant.  Tenant  shall also repair all damage to the building and the demised
premises  caused by the moving of Tenant's  fixtures,  furniture and  equipment.
Tenant  shall  promptly  make,  at Tenant's  expense,  all repairs in and to the
demised premises for which Tenant is responsible,  using only the contractor for
the  trade  or  trades  in  question,  selected  from a  list  of at  least  two
contractors  per trade  submitted  by  Owner.  Any  other  repairs  in or to the
building or the facilities  and systems  thereof for which Tenant is responsible
shall be  performed by Owner at the Tenant's  expense.  Owner shall  maintain in
good working  order and repair the exterior and the  structural  portions of the
building,  including the structural  portions of its demised  premises,  and the
public portions of the building interior and the building plumbing,  electrical,
heating and  ventilating  systems (to the extent such systems  presently exist)
serving  the  demised  premises.  Tenant  agrees  to  give prompt notice of any
defective  condition  in  the  premises

                                       1
<PAGE>

for which Owner may be  responsible  hereunder.  There shall be no  allowance to
Tenant for  duration of rental  value and no  liability  on the part of Owner by
reason of  inconvenience,  annoyance or injury to business arising from owner or
others making repairs, alterations,  additions or improvements or to any portion
of  the  building  or the or the  demised  premises  or in and to the  fixtures,
appurtenances or equipment thereof.  It is specifically agreed that Tenant shall
not be entitled to any setoff or  reduction  of rent by reason of any failure of
Owner to comply with the  covenants of this or any other  article of this Lease.
Tenant  agrees that  Tenant's sole remedy at law in such instance will be by way
of an action for damages for breach of contract.  The provisions of this Article
4 shall not apply in the case of fire or other  casualty which are dealt with in
Article 9 hereof.


WINDOW CLEANING:
---------------

          5.  Tenant  will not clean nor  require,  permit,  suffer or allow any
window in the demised  premises to be cleaned  from the outside in  violation of
Section 202 of the Labor Law or any other  applicable law or of the Rules of the
board of Standards  and Appeals,  or any other Board or body having or asserting
jurisdiction.


REQUIREMENTS OF LAW, FIRE INSURANCE FLOOR LOADS:
-----------------------------------------------

          6. Prior to the  commencement  of the lease term, if Tenant is then in
possession,  and at all times  thereafter,  Tenant,  at  Tenant's  sole cost and
expense,  shall  promptly  comply with all present and future  laws,  orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer  pursuant to law,
and  all  orders,   rules  and  regulations  of  the  New  York  Board  of  Fire
Underwriters,  Insurance Services Office, or any similar body which shall impose
any  violation,  order or duty upon Owner or Tenant with  respect to the demised
premises,  whether or not arising out of Tenant's  use or manner of use thereof,
(including  Tenant's  permitted use) or, with respect to the building if arising
out of Tenant's use or manner of use of the premises or the building  (including
the use permitted under the lease).  Nothing herein shall require Tenant to make
structural repairs or alterations unless Tenant has, by its manner of use of the
demised  premises  or method  or  operation  therein,  violated  any such  laws,
ordinances,  orders,  rules,  regulations or requirements  with respect thereto.
Tenant may, after securing  Owner to Owner's  satisfaction  against all damages,
interest,  penalties and  expenses,  including,  but not limited to,  reasonable
attorney's fees, by cash deposit or by surety bond in an amount and in a company
satisfactory  to Owner,  contest and appeal any such laws,  ordinances,  orders,
rules  regulations  or  requirements  provided same is done with all  reasonable
promptness and provides such appeal shall not subject Owner to prosecution for a
criminal offense or constitute a default under any lease or mortgage under which
Owner may be obligated,  or cause the demised premises or any part thereof to be
condemned or vacated.  Tenant shall not do or permit any act or thing to be done
in or to the demised premises which is contrary to law, or which will invalidate
or be in conflict with public liability,  fire or other policies of insurance at
any time  carried by or for the  benefit of Owner  with  respect to the  demised
premises or the  building of which the demised  premises  form a part,  or which
shall or might subject Owner to any liability or responsibility to any person or
for property  damages.  Tenant shall not keep  anything in the demised  premises
except  as now or  hereafter  permitted  by the Fire  Department,  Board of Fire
Underwriters,  Fire Insurance  Rating  Organization  or other  authority  having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire  insurance  applicable to the  building,  not use the
premises in an manner which will increase the insurance rate for the building or
any property  located  therein over than in effect prior to the  commencement of
Tenant's occupancy.  Tenant shall pay all costs, expenses,  fines, penalties, or
damages, which may be imposed upon Owner by reason of Tenant's failure to comply
with the  provisions  of this  article and if by reason of such failure the fire
insurance rate shall, at the beginning of this lease or at any time  thereafter,
be higher than it otherwise  would be, then Tenant  shall  reimburse  Owner,  as
additional  rent  hereunder,  for that  portion of all fire  insurance  premiums
thereafter  paid by Owner which shall have been charged  because of such failure
by Tenant. In any action or proceeding  wherein Owner and Tenant are parties,  a
schedule or "make-up" of rate for the building or demised premises issued by the
New York Fire  insurance  Exchange,  or other body making fire  insurance  rates
applicable  to said premises  shall be conclusive  evidence of the facts therein
stated and of the several items and charges in the fire insurance  applicable to
said  premises.  Tenant  shall not  place a load  upon any floor of the  demised
premises  exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law.  Owner  reserves the right to  prescribe  the
weight and position of all safes,  business  machines and mechanical  equipment.
Such  installations  shall be placed  and  maintained  by  Tenant,  at  Tenant's
expense,  in  settings  sufficient,  in Owner's  judgment  to absorb and prevent
vibration, noise and annoyance.




SUBORDINATION:
-------------

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


PROPERTY LOSS, DAMAGE REIMBURSEMENT INDEMNITY:
---------------------------------------------

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

DESTRUCTION, FIRE AND OTHER CASUALTY:
------------------------------------

         9. (a) If the demised  premises or any part thereof shall be damaged by
fire or other casualty,  Tenant shall give immediate notice thereof to Owner and
this lease shall  continue in full force and effect  except as  hereinafter  set
forth (b) If the demised  premises are partially  damaged or rendered  partially
unusable by fire or other casualty, the damages

                                       2
<PAGE>

thereto  shall be repaired by and at the expense of Owner and the rent and other
items of additional rent,  until such repair shall be  substantially  completed,
shall be apportioned  from the day following the casualty  according to the part
of the premises which is usable (c) if the demised  premises are totally damaged
or rendered wholly  unusable by fire or other casualty,  then the rent and other
items  of  additional   rent  as   hereinafter   expressly   provided  shall  be
proportionately  paid up to the time of the casualty and thenceforth shall cease
until the date when the premises  shall have been repaired and restored by Owner
(or  sooner  reoccupied  in part by Tenant  then rent  shall be  apportioned  as
provided  in  subsection  (b) above),  subject to Owner's  right to elect not to
restore  the same as  hereinafter  provided.  (d) If the  demised  premises  are
rendered wholly unusable or (whether or not the demised  premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide to
demolish it or to rebuild it, then,  in any of such  events,  Owner may elect to
terminate  this lease by written  notice to Tenant,  given  within 90 days after
such fire or casualty,  or 30 days after  adjustment of the insurance  claim for
such fire or casualty, whichever is sooner, specifying a date for the expiration
of the lease, which date shall not be more than 60 days after the giving of such
notice,  and upon the date specified in such notice the term of this lease shall
expire as fully and completely as if such date were the date set forth above for
the  termination of this lease and Tenant shall  forthwith  quit,  surrender and
vacate the premises without prejudice however,  to Landlord's right and remedies
against Tenant under the lease  provisions in effect prior to such  termination,
and any rent owing  shall be paid up to such date and any  payments of rent made
by Tenant which were on account of any period  subsequent  to such date shall be
returned to Tenant.  Unless Owner shall serve a  termination  notice as provided
for herein,  Owner shall make the repairs and restorations  under the conditions
of (b) and (c) hereof, with all reasonable expedition,  subject to delays due to
adjustment  of  insurance  claims,  labor  troubles  and causes  beyond  Owner's
control. After any such casualty Tenant shall cooperate with Owner's restoration
by  removing  from the  premises  as promptly  as  reasonably  possible,  all of
Tenant's  salvageable  inventory and moveable  equipment,  furniture,  and other
property.  Tenant's  liability for rent shall resume five (5) days after written
notice  from  Owner  that the  premises  are  substantially  ready for  Tenant's
occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability
that  may  exist  as  a  result  of   damage   from  fire  or  other   casualty.
Notwithstanding  the foregoing,  including Owner's obligation to restore under a
subparagraph  (b) above,  each party  shall look first to any  insurance  in its
favor before  making any claim  against the other party for recovery for loss or
damage  resulting  from  fire or other  casualty,  and to the  extent  that such
insurance is in force and collectible and to the extent  permitted by law, Owner
and Tenant each hereby releases and waives all right or recovery with respect to
subparagraphs  (b),  (d),  and (e) above,  against the other or any one claiming
through or under each of them by way of  subrogation  or otherwise.  The release
and waiver  herein  referred to shall be deemed to include any loss or damage to
the demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. The foregoing release and waiver shall be
in force only if both releasors'  insurance  policies contain a clause providing
that such a release or waiver shall not invalidate the insurance. If, and to the
extent,  that such  waiver can be  obtained  only by the  payment of  additional
premiums, then the party benefiting from the waiver shall shall pay such premium
within ten days after written  demand or shall be deemed to have agreed that the
party obtaining insurance coverage shall be free of any further obligation under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's  furniture and/or furnishings or
any fixtures or equipment,  improvements,  or appurtenances  removable by Tenant
and  agrees  that Owner will not be  obligated  to repair any damage  thereto or
replace the same.  (f) Tenant hereby waives the provisions of Section 227 of the
Real  Property Law and agrees that the  provisions  of this article shall govern
and control in lieu thereof.


EMINENT DOMAIN:
--------------

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

ASSIGNMENT, MORTGAGE, ETC.:
--------------------------

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

ELECTRIC CURRENT:
----------------

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

ACCESS TO PREMISES:
------------------

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

                                       3
<PAGE>

and provided  reasonable care is exercised to safeguard Tenant's property,  such
entry shall not render  Owner or its agents  liable  therefor,  nor in any event
shall the obligations of Tenant hereunder be affected.  If during the last month
of the term  Tenant  shall have  removed  all or  substantially  all of Tenant's
property  therefrom Owner may immediately enter,  alter,  renovate or redecorate
the demised  premises  without  limitation  or abatement  of rent,  or incurring
liability  to Tenant for any  compensation  and such act shall have no effect on
this lease or Tenant's obligations hereunder.



VAULT, VAULT SPACE, AREA:
------------------------

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


OCCUPANCY:
---------

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

BANKRUPTCY:
----------

          16.  (a)   Anything   elsewhere   in  this   lease  to  the   contrary
notwithstanding,  this  lease  may be  cancelled  by Owner by the  sending  of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any state  naming  Tenant as the debtor;  or (2) the making by
Tenant of an  assignment or any other  arrangement  for the benefit of creditors
under any state statute. Neither Tenant nor any person claiming through or under
Tenant,  or by reason of any  statute  or order of court,  shall  thereafter  be
entitled to  possession  of the premises  demised but shall  forthwith  quit and
surrender the premises.  If this lease shall be assigned in accordance  with its
terms,  the provisions of this Article 16 shall be applicable  only to the party
then owning  Tenant's  interest in this lease.  (b) it is stipulated  and agreed
that in the event of the termination of this lease pursuant to (a) hereof, Owner
shall  forthwith,  notwithstanding  any other  provisions  of this  lease to the
contrary,  be entitled to recover from Tenant as and for  liquidated  damages an
amount  equal to the  difference  between the rent  reserved  hereunder  for the
unexpired  portion of the term demised and the fair and reasonable  rental value
of the demised premises for the same period.  In the computation of such damages
the difference  between any installment of rent becoming due hereunder after the
date of  termination  and the fair and  reasonable  rental  value of the demised
premises  for the  period  for  which  such  installment  was  payable  shall be
discounted  to the  date of  termination  at the rate of four  percent  (4%) per
annum.  If such  premises  or any part  thereof  be  re-let by the Owner for the
unexpired term of said lease, or any part thereof,  before presentation of proof
of such liquidated damages to any court,  commission or tribunal,  the amount of
rent reserved upon such re-letting shall be deemed to be the fair and reasonable
rental value for the part or the whole of the premises so re-let during the term
of the re-letting.  Nothing herein  contained shall limit or prejudice the right
of the Owner to prove for and  obtain as  liquidated  damages  by reason of such
termination,  an amount  equal to the maximum  allowed by any statute or rule of
law in effect,  at the time when, and governing the  proceedings in which,  such
damages are to be proved,  whether or not such  amount be greater,  equal to, or
less than the amount of the difference referred to above.

DEFAULT:
-------

          17. (a) If Tenant  defaults in fulfilling any of the covenants of thsi
lease other than the covenants for the payment of rent or additional rent; or if
the  demised  premises  become  vacant  or  deserted;  or if  any  execution  or
attachment shall be issued against Tenant or any of Tenant's property  whereupon
the demised premises shall be taken or occupied by someone other than tenant; or
if this lease be rejected under ss. 235 of Title 11 of the U.S. Code (bankruptcy
code),  or if Tenant shall fail to move in or to take possession of the premises
within thirty (30) days after the commencement of the term of this lease,  then,
in any one or more of such  events,  upon Owner  serving a written  fifteen (15)
days  notice  upon  Tenant  specifying  the nature of such  default and upon the
expiration of said fifteen (15) days, if Tenant shall have failed to comply with
or remedy such default,  or if the said default or omission  complained of shall
be of a nature that the same cannot be completely  cured or removed  within said
fifteen  (15) day  period,  and if Tenant  shall not have  diligently  commenced
during such  default,  then Owner may serve a written  five (5) days'  notice of
cancellation of this lease upon Tenant, and upon the expiration of said five (5)
days  this  lease  and the term  thereunder  shall  end and  expire as fully and
completely as if the  expiration of such five (5) day period were the day herein
definitely  fixed (or the end and  expiration of this lease and the term thereof
and Tenant  shall then quit and  surrender  the  demised  premises  to Owner but
Tenant shall remain liable as hereinafter provided.

         (2) If the notice provided for in (1) hereof shall have been given, and
the term shall  expire as  aforesaid;  or if Tenant  shall  make  default in the
payment  of the rent  reserved  herein  or any term of  additional  rent  herein
mentioned or any part of either or in making any other payment herein  required;
then and in any of such events  Owner may without  notice,  re-enter the demised
premises  either  by  force or  otherwise,  and  dispossess  Tenant  by  summary
proceedings  or  otherwise,  and the  legal  representative  of  Tenant or other
occupancy of demised  premises and remove their effects and hold the premises as
if the lease had not bee made, and Tenant hereby waives the service of notice of
intention to re-enter or to institute  legal  proceedings to that end. If Tenant
shall make default  hereunder prior to the date fixed as the commencement of any
renewal or extension of this lease,  Owner may cancel and terminate such renewal
or extension agreement by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:
------------------------------------------

          18.  In  case  of  any  such  default,  re-entry,   expiration  and/or
dispossess  by summary  proceedings  or otherwise  (a) the rent shall become due
thereupon  and be  paid  up to the  time of  such  re-entry,  dispossess  and/or
expiration,  (b) Owner may re-let  the  premises  or any part or parts  thereof,
either  in the name of Owner or  otherwise,  for a term or  terms,  which may at
Owner's  option be less than or exceed the period  which  would  otherwise  have
constituted  the balance of the term of this lease and may grant  concessions or
free rent or charge a higher  rental than that in this lease,  and/or (c) Tenant
or the legal  representatives  of  Tenant  shall  also pay  Owner as  liquidated
damages for the failure of Tenant to observe and perform said Tenant's covenants
herein  contained,  any  deficiency  between  the rent  hereby  reserved  and/or
covenanted  to be paid and the net  amount,  if any, of the rents  collected  on
account  of the lease or leases of the  demised  premises  for each month of the
period which would  otherwise have  constituted  the balance of the term of this
lease.  The  failure  of the Owner to re-let the  premises  or any part or parts
thereof shall not release or affect Tenant's liability for damages. In computing
such  liquidated  damages  there  shall be added  to the  said  deficiency  such
expenses  as  Owner  may  incur  in  connection  with re-letting, such  as legal

                                       4
<PAGE>

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



FEES AND EXPENSES:
-----------------


          19. If Tenant shall default in the  observance or  performance  of any
term or covenant on Tenant's part to be observed or performed under or by virtue
of any of the terms or provisions in any article of this lease,  after notice if
required and upon expiration of any applicable  grace period if any,  (except in
an emergency),  then, unless otherwise  provided  elsewhere in this lease, Owner
may  immediately  or at any time  thereafter  and  without  notice  perform  the
obligation of Tenant  thereunder.  If Owner, in connection with the foregoing or
in connection  with any default by Tenant in the covenant to pay rent hereunder,
makes any  expenditures  or incurs  any  obligations  for the  payment of money,
including  but not  limited  to  reasonable  attorneys'  fees,  in  instituting,
prosecuting  or  defending  any action or  proceeding,  and prevails in any such
action or proceeding  then Tenant will reimburse  Owner for such sums so paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's  default shall be deemed to be additional  rent hereunder and
shall be paid by Tenant to Owner  within ten (10) days of  rendition of any bill
or statement to Tenant  therefor.  If Tenant's  lease term shall have expired at
the time of making of such expenditures or incurring of such  obligations,  such
sums shall be recoverable by Owner, as damages.



BUILDING ALTERATIONS AND MANAGEMENT:
-----------------------------------

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


NO REPRESENTATIONS BY OWNER:
---------------------------

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

END OF TERM:
-----------

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

QUIET ENJOYMENT:
---------------

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

FAILURE TO GIVE POSSESSION:
--------------------------

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



                                       5
<PAGE>

covenants, conditions and provisions of this lease except the obligation to pay
the fixed annual rent set forth in the preamble to this lease. The provisions of
this article are intended to constitute  "an express  provision to the contrary"
within the meaning of Section 223-a of the New York Real Property Law.

NO WAIVER:
---------

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

WAIVER OF TRIAL BY JURY:
-----------------------

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

INABILITY TO PERFORM:
--------------------

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

BILLS AND NOTICES:
-----------------

          28.  Except as otherwise in this lease  provided,  a bill,  statement,
notice or communication which Owner may desire or be required to give to Tenant,
shall be deemed  sufficiently  given or rendered  if, in writing,  delivered  to
Tenant personally or sent by registered or certified mail addressed to Tenant at
the  building  of which the  demised  premises  form a part or at the last known
residence  address or business address of Tenant or left at any of the aforesaid
premises  addressed  to Tenant,  and the time of the  rendition  of such bill or
statement and of the giving of such notice or  communication  shall be deemed to
be the  time  when the  same is  delivered  to  Tenant,  mailed,  or left at the
premises  as herein  provided.  Any  notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.


SERVICES PROVIDED BY OWNERS:
---------------------------

          29. As long as Tenant is not in default  under any of the covenants of
this lease beyond the  applicable  grace  period  provided in this lease for the
curing of such defaults,  Owner shall provide: (a) necessary elevator facilities
on business days from 8 a.m. to 6 p.m. and have one elevator  subject to call at
all other times;  (b) heat to the demised  premises when and as required by law,
on  business  days  from 8 a.m.  to 6 p.m.;  (c)  water  for  ordinary  lavatory
purposes,  but if Tenant  uses or  consumes  water for any other  purposes or in
unusual  quantities  (of which fact Owner  shall be the sole  judge),  Owner may
install a water meter at Tenant's expense which Tenant shall thereafter maintain
at Tenant's  expense in good  working  order and repair to  register  such water
consumption  and Tenant  shall pay for water  consumed as shown on said meter as
additional  rent as and when bills are  rendered;  (d) cleaning  service for the
demised  premises on business days at Owner's expense provided that the same are
kept in order by Tenant.  If,  however,  said  premises  are to be kept clean by
Tenant,  it shall  be done at  Tenant's  sole  expense,  in a manner  reasonably
satisfactory  to Owner and no one other than persons  approved by Owner shall be
permitted  to enter said  premises or the  building of which they are a part for
such  purpose.  Tenant  shall pay Owner the cost of removal  of any of  Tenant's
refuse and rubbish from the building;  (e) If the demised  premises are serviced
by   Owner's   air    conditioning/cooling    and   ventilating    system,   air
conditioning/cooling will be furnished to Tenant from May 15th through September
30h on business days (Mondays through Fridays, holidays excepted) from 8:00 a.m.
to 6:00 p.m.  and  ventilation  will be  furnished  on business  days during the
aforesaid  hours  except when air  conditioning/cooling  is being  furnished  as
aforesaid.  If Tenant requires air  conditioning/cooling or ventilation for more
extended hours or on Saturdays, Sundays or on holidays, as defined under Owner's
contract with Operating  Engineers Local 94-94A,  Owner will furnish the same at
Tenant's expense.  RIDER to be added in respect to rates and conditions for such
additional  service;  (f)  Owner  reserves  the  right to stop  services  of the
heating,  elevators,  plumbing,  air-conditioning,  electric,  power  systems or
cleaning or other services,  if any, when necessary by reason of accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment of Owner for as long as may be reasonably  required by reason  thereof.
If the  building  of which the demised  premises  are a part  supplies  manually
operated  elevator service,  Owner at any time may substitute  automatic control
elevator  service and proceed  diligently with  alterations  necessary  therefor
without in any wise affecting this lease or the obligation of Tenant hereunder.


CAPTIONS:
---------

          30. The Captions are inserted only as a matter of convenience  and for
reference  and in no way define,  limit or describe  the scope of this lease not
the unrest of any provisions.


DEFINITIONS:
-----------

          31. The term  "office",  or  "offices",  wherever  used in this lease,
shall not be construed to mean premises used as a store or stores,  for the sale
or display,  at any time, of goods,  wares or merchandise,  of any kind, or as a
restaurant,  shop,  booth,  bootblack or other stand,  barber shop, or for other
similar  purposes or for  manufacturing.  The term  "Owner"  means a landlord or
lessor,  and as used in this lease  means only the owner,  or the  mortgagee  in
possession, for the time being of the land and building (or the owner of a lease
of the building or of the land and building) of which the demised  premises form
a part, so that in the event of any sale or sales of said lease, or in the event
of a lease of said building,  or of the land and building,  the said Owner shall


                                       6
<PAGE>

be and hereby is entirely freed and relieved of all covenants and obligations of
Owner hereunder,  and it shall be deemed and construed without further agreement
between the parties or their successors in interest,  or between the parties and
the purchaser,  at any such sale, or the said lessee of the building,  or of the
land and building,  that the purchaser or the lessee of the building has assumed
and  agreed  to  carry  out any and all  covenants  and  obligations  of  Owner,
hereunder.  The words  "re-enter"  and  "re-entry" as used in this lease are not
restricted to their  technical  legal meaning.  The term "business days" as used
this lease  shall  exclude  Saturdays,  Sundays  and all days as observed by the
State or Federal  Government as legal holidays and those  designated as holidays
by the applicable  building  service union employees  service contract or by the
applicable  Operating Engineers contract with respect to HVAC service.  Wherever
it is expressly  provided in this lease that consent  shall not be  unreasonably
withheld, such consent shall not be unreasonably delayed.


ADJACENT EXCAVATION-SHORING:
---------------------------

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

RULES AND REGULATIONS:
---------------------

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


SECURITY:
--------

          34. Tenant has deposited with Owner the sum of $12,028.60 as security
for the faithful  performance and observance by Tenant of the terms,  provisions
and conditions of this lease;  it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional  rent or any other sum as to
which  Tenant  is in  default  or for any sum which  Owner may  expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants  and  conditions  of this  lease,  including  but not  limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency  accrued  before or after summary  proceedings  or other  re-entry by
Owner.  In the event that Tenant shall fully and  faithfully  comply with all of
the terms,  provisions,  covenants and  conditions  of this lease,  the security
shall be  returned  to Tenant  after the date  fixed as the end of the Lease and
after  delivery of entire  possession of the demised  premises to Owner.  In the
event of a sale of the land and  building or leasing of the  building,  of which
the demised  premises  form a part.  Owner shall have the right to transfer  the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security,  and it is agreed that the
provisions  hereof  shall  apply to every  transfer  or  assignment  made of the
accuracy to the new Owner.  Tenant further  covenants that it will not assign or
encumber  or  attempt  to assign or  encumber  the  monies  deposited  herein as
security and that neither Owner nor its  successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.


ESTOPPEL CERTIFICATE:
--------------------

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

SUCCESSORS AND ASSIGNS:
----------------------

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



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

Witness for Owner:                 BRAUN MANAGEMENT, INC. as agent for 225
                                   BROADWAY COMPANY L.P.

                                   By: /s/ Naftali Brown
-------------------------              -------------------------------
                                           Naftali Brown

Witness for Tenant:                ATLAS CAPITAL SERVICES, LLC


                                   By: /s/ Seth Fishman
-------------------------              -------------------------------
                                           Seth Fishman


                                       7
<PAGE>

                                 ACKNOWLEDGMENTS
<TABLE>
<CAPTION>

CORPORATE OWNER                                 CORPORATE OWNER
STATE OF NEW YORK   SS:                         STATE OF NEW YORK  ss.:

<S>                                             <C>

On this   day of    , 20__ , before             On this   day of    , 20__ , before
personally came                 to              personally came                 to
me know, who being by me duly sworn, did        me know, who being by me duly sworn, did
despose and say that he resides in              despose and say that he resides in
                that he is the                                  that he is the
                      of                                              of
                    the corporation                                 the corporation
described in and which executed the             described in and which executed the
foregoing instrument, as OWNER; the he          foregoing instrument, as TENANT; the he
knows the seal of said corporation; the         knows the seal of said corporation; the
seal affixed to said instrument is such         seal affixed to said instrument is such
corporate seal; that it was so affixed          corporate seal; that it was so affixed
by order of the Board of Directors of           by order of the Board of Directors of
said corporation, and that he signed his        said corporation, and that he signed his
name thereto by like order.                     name thereto by like order.



------------------------------------            -----------------------------------------


INDIVIDUAL OWNER                                INDIVIDUAL TENANT
STATE OF NEW YORK ss.:                          STATE OF NEW YORK ss.:
County of                                       County of

On this   day of    , 20__ , before             On this   day of    , 20__ , before
personally came                 to              personally came                 to
me known, and known to me to be the             me known, and known to me to be the
individual described in and who, as             individual described in and who, as
OWNER, executed the foregoing instrument        TENANT, executed the foregoing instrument
and acknowledged to me that                     and acknowledged to me that
he executed the same.                           he executed the same.

------------------------------------            ------------------------------------------
</TABLE>
<PAGE>

            RIDER ATTACHED TO AND MADE A PART OF OFFICE LEASE BETWEEN
            ---------------------------------------------------------
             BRAUN MANAGEMENT INC. OF 160 BROADWAY, NEW YORK, NY AS
             ------------------------------------------------------
          AGENT FOR 225 BROADWAY COMPANY, L.P., ("LANDLORD") AND ATLAS
          ------------------------------------------------------------
                        CAPITAL SERVICES LLC, ("TENANT")
                        --------------------------------


         37.01 The term of this Lease shall begin on February 1, 2001 (the "Term
Commencement  Date").  The term of the Lease shall expire  January 31, 2006 (the
"Expiration Date").

         37.02.  The rent (the "Base Rent" or "Fixed  Rent") which Tenant agrees
to pay in advance monthly installments shall be due and payable on the first day
of each  and  every  calendar  month  beginning  on the Term  Commencement  Date
continuing  through  the  Expiration  Date and  shall be paid at the rate of ONE
HUNDRED THIRTY-ONE THOUSAND SEVEN HUNDRED DOLLARS ($131,700.) per annum, payable
in equal monthly  installments of TEN THOUSAND NINE HUNDRED SEVENTY-FIVE DOLLARS
($10,975.).

         37.03.  Tenant shall  accept the Premises in its "as is",  delivered in
broom clean condition except Landlord shall, at Landlord's sole cost and expense
at or about the commencement of the term, according to Building Standards, paint
walls and trim in color to be selected by Tenant from Landlord's  standard paint
chart and shampoo the carpets.

         37.04  Landlord  shall also, at Tenant's  sole cost and expense,  to be
paid as additional rent upon completion of the work, provide and install one (1)
sheetrock wall, doorway, and door.

         38.01.  As used in this  Article the words and terms which  follow mean
and include the following:

         (a) "Tax Year" shall mean each period of twelve  months,  commencing on
the first day of July of each such period,  in which occurs any part of the term
of this Lease or such other fiscal year as hereafter  may be duly adopted as the
fiscal year for real estate tax purposes of the City of New York.

         (b) "Operation  Year" shall mean each calendar year,  subsequent to the
calendar year 2001 in which occurs any part of the term of this Lease.

         (c) "Tenant's Proportionate Share" shall mean ninety-five hundredths of
one percent (.95%).

         (d) "Area of the Premises"  shall mean the rentable square foot area of
the Demised  Premises  (which the parties  have agreed shall be 4390 square feet
for the purposes of this Article).

         (e) "Real  Estate  Tax"  shall  mean any and all taxes and  assessments
(including,  without limitation,  special and extraordinary assessments) imposed
upon the Building(s) and the Land(s) of which the Demised Premises forms a part.
If there is a change in the method of taxation  which results in any  franchise,
income,  rent,  profit or other tax,  however  designated,  being levied against
Landlord and/or the owner of the Land(s) and Building(s) in substitution  of, or
in addition to any Real Estate Tax, in whole or in part, such tax or taxes shall
be considered to be a Real Estate Tax for the purposes hereof.

         (f) "Real Estate Tax Base" shall mean the Real Estate Taxes for the one
fiscal period (i.e., July 1 to June 30) of 2000/01.

         (g) "Hourly  Wage Rate" as respects any  Operation  Year shall mean the
minimum  hourly  wage  prescribed  to be paid to the  workers  described  below,
appropriately  adjusted from time to time to reflect  changes in fringe benefits
required by law or by  applicable  labor  agreements  and  computed on an hourly
basis, in major office buildings (hereinafter called "Class A Office

<PAGE>

Buildings")  and in effect as of  January 1 in such  Operation  Year (or if such
rate and/or  benefits  shall be subject to change during an Operation  Year then
the  average  thereof  for  such  Operation  Year  as  reasonably  estimated  or
calculated  by Landlord)  pursuant to an agreement  between the Realty  Advisory
Board on Labor Relations,  Incorporated (or any successor thereto) and Local 32B
of the Service Employees International Union, AFL-CIO (or any successor thereto)
covering  the  wage  rates of  those  workers  classified  as  "Others"  (or any
successor or  equivalent  designation)  in Class A Office  Buildings  which said
minimum  hourly wage rates  shall be  computed on the basis of the total  weekly
amount  required to be paid to said  workers in the  Building  for regular  work
weeks  (exclusive  of any  overtime  or premium  pay work in such  regular  work
weeks.) Such total weekly amounts shall be inclusive of all payments or benefits
of every nature and kind  (including  those  required to be paid by the employer
directly to the taxing  authorities or others on account of the employment) such
as,  without  limiting  the  generality  of  the  foregoing,   social  security,
unemployment  and all other similar taxes,  holiday and vacation pay,  incentive
pay, accident,  health and welfare insurance programs,  pension plans, guarantee
pay plans and supplemental  unemployment benefit programs,  and fringe benefits,
payments,  plans or programs of a similar or dissimilar nature,  irrespective of
whether they may be required or provided for in any applicable law or regulation
or otherwise.  If there is no such  agreement in effect as of any such January 1
by which the Hourly Wage Rate is  determinable,  computations and payments shall
thereupon  be made upon the basis of the  Hourly  Wage  Rate  being  paid by the
Landlord or by the contractor  performing the cleaning  services for Landlord on
such  January 1 for  porters or  cleaners,  as the case may be, and  appropriate
retroactive  adjustment  shall thereafter be made when the Hourly Wage Rate paid
on such  January 1  pursuant  to such  agreement  for said  workers  is  finally
determined  and provided  further  that if as of the last day of such  Operation
Year no such  agreement  covering the January 1 occurring in such Operation Year
shall have been in effect,  the Hourly Wage Rate paid by the  Landlord or by the
contractor  performing the cleaning  services for Landlord on such January 1 for
porters and cleaners  shall be for all purposes  hereof deemed to be such Hourly
Wage Rate  prescribed  by such  agreement  between said Board (or any  successor
thereto) and said Union (or any successor  thereto) for such Operation  Year. It
is  understood  that the  definitions  set forth in this  paragraph  and related
definitions  set forth  elsewhere  in this  Article  are  designed to provide an
escalation index only, and no express or implied representation is made that the
additional  rental derived from such index will bear any  relationship to actual
operating expenses of Landlord.

         (h) "Labor Rate" for any Operation Year shall mean the Hourly Wage Rate
for workers classified as "Others."

         (i) "Base Labor Rate" shall mean the Labor Rate for the  calendar  year
2001.

         (j)  "Escalation  Statement"  shall mean statement in writing signed by
Landlord, setting forth the amount payable by Tenant for a specified Tax Year or
Operation Year (as the case may be) pursuant to this Article.

         38.02.  If the Real Estate Taxes for any Tax Year shall be greater than
the Real Estate Tax Base,  Tenant shall pay the Landlord as additional  rent for
the Demised Premises for such Tax Year an amount equal to Tenant's Proportionate
Share of the difference between Real Estate Taxes for such Tax Year and the Real
Estate Tax Base.

         38.02.1.  In no event shall the additional  rent under Article 38.02 be
increased in any Tax Year in excess of $2,195.  per annum over that of the prior
Tax Year on a  cumulative  basis  (hereinafter  "CAP").  For  example,  assuming
Tenant's  Proportionate  Share of Real Estate Taxes in 2001/02 exceeds  Tenant's
Proportionate Share of the Real Estate Tax Base 2000/01 by $2,634. in 2002/03 by
$3,731.  and in 2003/04 by $7,024.  the additional  rents (a.r.)  resulting from
application of Article 38.02 will be as follows:

   Tax Year        Real Estate Tax Escalation Before Cap                   CAP
   ---------      --------------------------------------                   ---
   2001/02                 $2,634.00                          a.r.=    $2,195.
   2002/03         a.r. =  $3,731.50                                   $4,390.
   2003/04                 $7,024.00                          a.r.=    $6,585.

                                       2
<PAGE>

         38.03.  If the Labor Rate for any Operation  Year shall be greater than
the Base Labor Rate,  Tenant  shall pay to Landlord as  additional  rent for the
Demised Premises for such Operation Year an amount equal to the product obtained
by  multiplying  the Area of the Premises by the number of cents  (including any
fraction of a cent) by which the Labor Rate for such  Operation Year exceeds the
Base Labor Rate.

         38.03.1.  In no event shall the additional  rent under Article 38.03 be
increased in any  Operation  Year in excess of $2,853.50  per annum over that of
the prior Operation Year on a cumulative basis (hereinafter "CAP"). For example,
assuming  that,  in 2002 the Labor Rate exceeds the Base Labor Rate by $.75,  in
2003 by $1.05 and in 2004 by $2.20,  the additional  rents (a.r.) resulting from
application of Article 38.03 will be as follows:

                                                   ANNUAL
                                                   LABOR RATE
 OPERATION  AREA OF         LABOR RATE             ESCALATION
 YEAR       PREMISES   X    DIFFERENTIAL           BEFORE CAP             CAP
 ----       --------        ------------           ----------             ---
 2002         4,390'   X        $ .75              $3,292.50    a.r.=  $2,853.50
 2003         4,390'   X        $ .95      a.r. =  $4,609.50           $5,707.00
 2004         4,390'   X        $2.20              $8,560.50    a.r.=  $9,658.00

         38.04.  Any such  adjustment  payable  by reason of the  provisions  of
Section 38.02 hereof shall be payable  within  fifteen (15) days after  Landlord
shall  furnish to Tenant an  Escalation  Statement  with  respect to Real Estate
Taxes for any Tax Year.

         38.05.  Any such  adjustment  payable  by reason of the  provisions  of
Section 38.03 shall commence as of the first day of the relevant  Operation Year
and, after Landlord shall furnish Tenant with an Escalation  Statement  relating
to such  Operation  Year,  all  monthly  installments  of rental  shall  reflect
one-twelfth  of the  annual  amount of such  adjustment  until a new  adjustment
becomes effective pursuant to the provisions of this Article,  provided however,
that if said Escalation  Statement is furnished to Tenant after the commencement
of such Operation Year,  there shall be promptly paid by Tenant to Landlord,  an
amount  equal to the portion of such  adjustment  allocable  to the part of such
Operation  Year which shall have elapsed  prior to the first day of the calendar
month next succeeding the calendar month in which said  Escalation  Statement is
furnished to Tenant.

         38.06.  In the  event  (i)  that the  date of the  expiration  or other
termination  of this Lease  shall be a day other than the last day of a Tax Year
or an  Operation  Year,  or (ii) of any  increase or decrease in the Area of the
Demised  Premises  (as may be  provided  herein),  then in each  such  event  in
applying  the  provisions  of this  Article  with  respect  to any  Tax  Year or
Operation Year in which such event shall have occurred,  appropriate adjustments
shall be made to reflect the occurrence of such event on a basis consistent with
the   principles   underlying   the  provisions  of  this  Article  taking  into
consideration:  (a) the portion of such Tax Year or  Operation  Year which shall
have elapsed prior to the date of such expiration or termination;  or (b) in the
case of any such  increase or decrease,  the portion of the Demised  Premises to
which the same relate.  Similarly,  if the term of this Lease shall begin or end
on a date which is not the first (with respect to term commencement) or the last
(with respect to expiration or termination) day of a calendar month, appropriate
adjustments  shall be made to Fixed  Rent and  additional  rent for the first or
last month of the term,  as the case may be, to reflect  the  portion of a month
falling within the term of this Lease.  However,  nothing contained herein shall
relieve Tenant of liability for all Fixed Rent and  additional  rent which would
have been due following termination for Tenant's default.

         38.07. Payments shall be made pursuant to this Article  notwithstanding
the  fact  that an  Escalation  Statement  is  furnished  to  Tenant  after  the
expiration of the term of this Lease.

         38.08.  In case the Real Estate  Taxes for any Tax Year or part thereof
shall be reduced before Tenant shall have paid Tenant's  Proportionate  Share of
any excess thereof in respect of such Tax Year pursuant to Section 38.02 hereof,
the Real Estate Taxes for such Tax Year shall be deemed to include any expenses,
including  counsel fees,  incurred by Landlord in  connection  with reducing the
assessed valuation and/or in obtaining such reduction.

                                       3
<PAGE>

         38.09.  In case the Real Estate  Taxes for any Tax Year or part thereof
shall be reduced  after Tenant shall have paid Tenant's  Proportionate  Share of
any excess thereof in respect of such Tax Year pursuant to Section 38.02 hereof,
Tenant  shall  be  entitled  to  receive  Tenant's  Proportionate  Share of such
reduction  after  Landlord's  receipt of a refund or credit for said  reduction,
provided,  however, that the Real Estate Taxes for such Tax Year shall be deemed
to include  any  expenses,  including  counsel  fees,  incurred  by  Landlord in
connection with obtaining said reduction.

         39.01.   Landlord  will  furnish  electricity  to  the  Tenant  through
presently  installed  electrical  facilities  for  Tenant's  reasonable  use  of
lighting,  electrical  appliances  and  other  equipment,  and in  consideration
thereof  Tenant  agrees  that the rent  reserved  in the within  Lease  shall be
increased by a sum effective as of the  commencement of this Lease of $12,643.20
per annum,  payable in equal  installments  of $1,053.60 per month. In the event
the Landlord  believes that the electricity cost is at any time greater than the
aforementioned  sum (or such additional rent for electricity as may hereafter be
determined),  the  Tenant  agrees  that an  independent  electrical  consultant,
selected  by the  Landlord,  may  make a  survey  of  the  electrical  equipment
consuming  electricity  located  inside and outside the  Demised  Premises  (but
equipment located outside, e.g. air conditioners,  shall be included only to the
extent that the same serve the Demised  Premises) to  determine  the increase in
rent due to  electricity.  The  Tenant  agrees to pay the new  electricity  rent
charge as determined by the  electrical  consultant  effective as of the date of
the consultant's survey. Further, if the Landlord's electric rates or charges of
any kind  imposed  thereon by the public  utility  corporation  serving the area
where the building is located are increased or if there shall be any increase in
sales,  excise  or any  similar  tax  imposed  on  electrical  consumption,  the
additional  charge for electricity  shall be increased to reflect such increases
without a survey.

         39.02. In the event Tenant shall default in his payment of Base Rent or
additional  rent  pursuant to Paragraph  39.01,  Landlord  reserves the right to
discontinue furnishing electric current to Tenant at any time upon not less than
thirty (30) days' written notice to Tenant. If Landlord  exercises such right of
termination,  this Lease  shall  continue  in full force and effect and shall be
unaffected  thereby except the Tenant's  liability for additional  rent provided
for in this  Article  shall  terminate as of the date of  discontinuance  of the
supplying of electric current.  If Landlord so discontinues  furnishing electric
current to Tenant,  Tenant shall make application directly to the public utility
serving the area in which the building is located and Landlord  shall permit its
wires and  conduits to the extent  available  and safely  capable to be used for
such purpose.

         40. All taxes, charges, costs and expenses which the Tenant is required
to pay under any terms of this Lease,  together  with all interest and penalties
that may  accrue  thereon,  in the  event of the  Tenant's  failure  to pay such
amounts and all  damages,  costs and  expenses  which the  Landlord may incur by
reason of any  default of the Tenant or failure on the  Tenant's  part to comply
with the terms of this Lease,  shall be deemed to be additional rent and, in the
event of  nonpayment by the Tenant,  the Landlord  shall have all the rights and
remedies  with respect  thereto as the Landlord  has for the  nonpayment  of the
fixed rent. If Landlord does not receive full payment for rent (i.e., Fixed Rent
and/or  additional rent) within ten (10) days after the date on which payment is
due,  Tenant  shall be liable to  Landlord  for all  reasonable  legal  fees and
interest on late payments at an annual rate equal to one percent above the prime
lending rate then in effect for loans of Citibank,  N.A. (or its  successor)  in
the State of New York,  which  shall  accrue on a daily  basis  from the date on
which the  payment  was due to the date on which  Landlord  collects  payment in
full.  However, if the collection of interest at the rate specified herein would
be usurious or otherwise  unenforceable,  interest on late payments shall accrue
at the highest lawful rate.

         41.01.  If the  Landlord  or any  successor  in  interest  shall  be an
individual, joint venture,  Tenants-in-common,  firm or partnership,  general or
limited,  there  shall be no personal  liability  on such  individual  or on the
members of such joint venture, tenants-in-common, firm or partnership in respect
to any of the  covenants  or  conditions  of this Lease.  The Tenant  shall look
solely to the equity of the Landlord in the property for the satisfaction of the
remedies  of the Tenant in the event of a breach by the  Landlord  of any of the
covenants or conditions of this Lease.


                                       4
<PAGE>

         41.02.  Each  party  agrees,  at any  time and  from  time to time,  as
requested by the other party, upon not less than ten (10) days' prior notice, to
execute  and  deliver  to the other a  statement  certifying  that this Lease is
unmodified  and in full force and  effect (or if there have been  modifications,
that  the  same  is in full  force  and  effect  as  modified  and  stating  the
modifications), certifying the dates to which the Fixed Rent and additional rent
have been paid, and stating whether or not, to the best knowledge of the signer,
the other party is in default in  performance  of any of its  obligations  under
this Lease,  and, if so,  specifying  each such  default of which the signer may
have  knowledge,  it being intended that any such statement  delivered  pursuant
hereto  may be  relied  upon by  others  with  whom the  party  requesting  such
certificate may be dealing.

         42. All  notices  required  herein  shall be in writing,  addressed  to
Landlord and Tenant at the addresses  set forth herein,  except after Tenant has
commenced  occupancy  of the  Demised  Premises,  notices  shall  be sent to the
Demised  Premises and shall be delivered  personally or sent by certified  mail,
return receipt requested.  The date of delivery or mailing shall be deemed to be
the date on which notice is given.  Either party may change the address to which
notices to it are to be sent on seven (7) days' prior notice.

         43.  Tenant  warrants to Landlord  that no real estate  agent or broker
except BRAUN  MANAGEMENT  INC.  brought about this Lease and agrees to indemnify
and defend  Landlord on demand  against  all claims made by (other)  brokers and
agents for fees or commissions with respect to this Lease.

         44.  Landlord  shall be entitled on at least one hundred  eighty  (180)
days'  prior  written  notice  thereof,  to cancel this Lease for the purpose of
actually  demolishing  the Building or changing the Building use to  residential
and this Lease  shall come to an end on the date in such notice  specified  with
the same force and effect as if such date were the date herein specified for the
expiration hereof and the rent, including any additional rent provided for under
this Lease,  shall be apportioned  and adjusted as of the effective date of such
cancellation.

         45.  Intentionally Omitted.

         46.01. Article 11 of this Lease is modified to the following extent. If
Tenant shall desire to assign this Lease or sublet the leased premises, in whole
or in part,  Landlord will not unreasonably  withhold or delay its prior written
consent thereto provided:

         A.       Tenant shall give Landlord prior notice ("Tenant's Notice") of
                  its desire to assign  this Lease or sublet all, or any portion
                  of the  Demised  Premises.  Tenant's  Notice  must be given to
                  Landlord  at least  sixty  (60)  days,  but not more  than one
                  hundred  twenty  (120)  days  prior to the  date on which  the
                  assignment  would  become  effective,  or at least  sixty (60)
                  days, but not more than one hundred twenty (120) days prior to
                  the  date on  which  the  term of the  sublease  would  start.
                  Tenant's   Notice  shall  include  a  duplicate  copy  of  the
                  assignment or sublease,  if one has already been executed (but
                  such execution must be subject to Landlord's consent as herein
                  provided)  or, if the  assignment or sublease has not yet been
                  executed, Tenant's Notice shall identify the proposed assignee
                  or  subtenant  and  shall  contain  a  copy  of  the  proposed
                  assignment or sublease which conforms in all material respects
                  to the one that Tenant wants Landlord to consent to.

         B.       An  assignment  shall  include an  assumption by the assignee,
                  from and after the effective date of such  assignment,  of the
                  performance  and  observance  of  all  of  the  covenants  and
                  conditions  in this Lease  contained  on  Tenant's  part to be
                  performed  and observed as if the  assignee had executed  this
                  Lease as the original Tenant. A sublease shall specify that it
                  is subject to this  Lease and that the  premises  to be sublet
                  shall be used solely for the same use permitted  hereunder for
                  Tenant.  No sublease (for all or part of the Demised Premises)
                  or assignment of this Lease shall permit further assignment or
                  subletting  (in whole or in part)  without  the prior  written
                  consent of Landlord in each instance.

                                       5
<PAGE>

         C.       If Tenant  shall  give  Tenant's  Notice of a desire to assign
                  this Lease,  or to sublet all or part of the  premises  hereby
                  leased,  Landlord shall be entitled to cancel this Lease on at
                  least sixty (60) days',  but not more than one hundred  twenty
                  (120) days',  prior notice thereof,  and this Lease shall come
                  to an end on the date in such notice specified,  with the same
                  force  and  effect  as if  such  date  were  the  date  herein
                  specified for the expiration  hereof, and the rent (i.e., Base
                  Rent and additional  rent) provided for under this Lease shall
                  be  apportioned  and adjusted as of the effective date of such
                  cancellation.  Landlord's  notice of cancellation may be given
                  at any time following  Landlord's  receipt of Tenant's  Notice
                  and  Landlord's  right of  cancellation  shall persist for the
                  balance of the term of this Lease without regard to whether or
                  not  Landlord's  consent was given to any  assignment  of this
                  Lease  or  sublease  for  all or any  portion  of the  demised
                  premises.  Landlord's  acceptance of rent shall not constitute
                  the waiver of any of Landlord's rights.

         D.       Whenever  Tenant  shall claim under this  Article or any other
                  part of this Lease that Landlord has unreasonably  withheld or
                  delayed its consent to some  request of Tenant,  Tenant  shall
                  have  no  claim  for   damages  by  reason  of  such   alleged
                  withholding  or delay,  and Tenant's  sole  remedies  therefor
                  shall  be a right  to  compel  arbitration  of the  matter  in
                  dispute or to obtain  specific  performance,  but in any event
                  without recovery of damages;

         E.       Tenant  shall have no right to sublet (in whole or in part) or
                  to assign if it is in default under this Lease.  No assignment
                  of this  Lease  and no  sublease  for  all or any  part of the
                  Demised Premises shall relieve Tenant of liability to Landlord
                  for breach of this Lease.

         F.       In the event that the monthly  rental  which  Tenant  receives
                  from a sublease for all or any portion of the Demised Premises
                  permitted  hereunder  is  greater  than  a sum  equal  to  the
                  percentage of the total area of the Demised  Premises which is
                  sublet  multiplied  by  Tenant's  rent  (i.e.,  Base  Rent and
                  additional rent) per month,  the difference  between said sums
                  shall be paid to Landlord each month as additional  rent.  Any
                  and all  consideration  required  to be paid to  Tenant  by an
                  assignee in connection with an assignment  permitted hereunder
                  shall be paid to Landlord by Tenant as additional rent.

         G.       No subtenant or assignee  shall be: an  employment  agency,  a
                  governmental    or    quasi-governmental    organization;    a
                  non-for-profit corporation or organization;  a current tenant,
                  subtenant or occupant of the Building; or a prospective tenant
                  who is negotiating with Landlord for space in the Building.

         H.       Anything   contained   in  this   Article   to  the   contrary
                  notwithstanding  Landlord  shall not be required to consent to
                  any  sublease  which  provides for a Base Rent per square foot
                  per annum that is less than the  quotient  derived from adding
                  Tenant's  Base Rent per annum plus  additional  rent per annum
                  being  paid by Tenant  pursuant  to  Article 38 at the time in
                  question and dividing such sum by the Area of the Premises;

         46.02.  Tenant shall not publish or  disseminate  advertisements  for a
subtenant or assignee and must use the real estate broker or agent designated by
Landlord  as the sole  broker or agent for a sublease  or  assignment  permitted
under this Article.  Landlord shall be entitled to injunctive  relief to enforce
the provisions of this Article and the parties agree that irreparable  injury in
the form of damages to Landlord  that are large,  irreversible  and difficult to
precisely  evaluate  shall be deemed to result from the breach of the provisions
of this Article by Tenant.

         46.03.  Tenant shall not be a subtenant or an assignee  pursuant to any
assignment  or sublease  whatsoever  which  relates to space in the  building of
which the Demised Premises forms a part.


                                       6
<PAGE>

         47.01.  Subject to the  provisions of this  Article,  this lease may be
assigned,  or the Demised  Premises may be sublet,  in whole or in part,  to any
corporation  or  other  entity  which  shall  be an  affiliate,  subsidiary,  or
successor  of Tenant,  provided  that  Landlord  is given  prior  notice of such
assignment  or  subletting,  and provided  further that the Base Rent per square
foot per annum to be paid by the  sublessee  pursuant to any sublease  permitted
under this Article  shall not be less than the quotient  derived by dividing the
Base Rent per annum set forth in this Lease by the Area of the Premises.

         47.02.   As  used  in  this  Article   "subsidiary",   "affiliate"  and
"successor" of Tenant shall mean the following:

         (a)      An  "affiliate"  shall mean any  corporation  or other  entity
                  which  controls  Tenant,  is  controlled by Tenant or is under
                  common control with Tenant. For this purpose,  "control" shall
                  mean the  possession  of the  power  to  direct  or cause  the
                  direction of the management and policies of such  corporation,
                  whether through  ownership of voting securities or by contract
                  or otherwise.

         (b)      A "subsidiary"  shall mean any corporation or other entity not
                  less than fifty-one  percent (51%) of whose  outstanding stock
                  or whose equity shall at the time be owned by Tenant.

         (c)      A "successor" shall mean:

                  (i)      A  corporation  or other  entity  into  which or with
                           which Tenant is merged or consolidated, in accordance
                           with  applicable  statutory  provisions for merger or
                           consolidation  of  corporations,   provided  that  by
                           operation of law or by effective provisions contained
                           in the  instruments  of merger or  consolidation  the
                           liabilities  of  the  corporations  or  other  entity
                           participating  in such  merger or  consolidation  are
                           assumed by the  corporation  surviving such merger or
                           created by such consolidation, or

                  (ii)     A corporation  or other entity  acquiring  this Lease
                           and the term hereby demised and a substantial portion
                           or all of the property and assets of Tenant, provided
                           that  such  corporation  shall  have a  positive  (as
                           opposed to a negative)  net worth  immediately  after
                           such  acquisition and such net worth is not less than
                           Tenant's   net  worth   immediately   prior  to  such
                           acquisition.

         47.03.  Acquisition  by Tenant of a substantial  portion of the assets,
together with the assumption of all or substantially  all of the obligations and
liabilities of any  corporation or other entity shall be deemed a merger of such
corporation into Tenant.

47.04. An assignment of this Lease or a sublease  relating to all or part of the
Demised Premises  pursuant to this Article shall not relieve Tenant of liability
to Landlord for breach of this Lease.  Tenant shall not enter into an assignment
or sublease  of any kind while  Tenant is in default  under this  Lease.  Tenant
shall  furnish  Landlord,  on demand,  with such  documents and  information  as
Landlord may reasonably  require to substantiate  relationships,  conditions and
transactions  described  in this  Article.  No  sublease  for all or part of the
Demised Premises and no assignment of this Lease shall permit further assignment
or the  subletting  of all or part of the Demised  premises  without  Landlord's
prior written consent in each instance.  Landlord's acceptance of rent shall not
constitute Landlord's waiver of any of its rights.

         48. Intentionally Omitted.

         49.01. In the event Tenant shall become a debtor under Chapter 7 of the
Bankruptcy Code as it may be amended or to any other successor  statute thereto,
and the Trustee  and/or  Tenant shall elect to assume this Lease for the purpose
of assigning the same or otherwise,  such  election and  assignment  may only be
made if all of the terms and conditions of paragraphs 49.02 and 49.03 hereof are
satisfied.  If such  Trustee  shall fail to elect or assume  this  Lease  within
thirty (30) days after the filing of the Petition, this Lease shall be deemed to
have  been  rejected.

                                       7
<PAGE>

Landlord  shall be thereupon  immediately  entitled to possession of the demised
premises without further  obligation to Tenant or Trustee,  and this Lease shall
be canceled,  but our right to be  compensated  for damages in such  liquidation
proceeding shall survive.  In the event Tenant or the Trustee fail to vacate the
Premises after the Lease is rejected,  Landlord may move to the Bankruptcy Court
before which the case is pending for an order directing Tenant and/or Trustee to
vacate the Premises.  It is agreed that such motion by Landlord  shall be deemed
to be a "core proceeding" as that term is contemplated by 28 U.S.C. 157.

         49.02.  In the event a Petition for  reorganization  or  adjustment  of
debts is filed  concerning  Tenant under Chapter 11 of the Bankruptcy Code, or a
proceeding is filed under Chapter 7 of the  Bankruptcy  Code and is converted to
Chapter 11, the Trustee or Tenant, as Debtor-In-Possession, must elect to assume
this Lease  within  thirty (30) days from the date of the filing of the Petition
under  Chapter 11 or the Trustee or Tenant shall be deemed to have rejected this
Lease.  In the event Tenant or the Trustee fail to vacate the Premises after the
Lease is rejected,  Landlord may move to the  Bankruptcy  Court before which the
case is pending for an order  directing  Tenant and/or the Trustee to vacate the
Premises.  It is agreed  that such  motion by  Landlord  shall be deemed to be a
"core  proceeding" as that term is  contemplated by 28 U.S.C. ' 157. No election
by the  Trustee or Tenant to assume this Lease,  whether  under  Chapter 7 or 11
shall be effective unless each of the following  conditions,  which Landlord and
Tenant  acknowledge  are  commercially  reasonable  in the  context of  Tenant's
bankruptcy  proceeding,  have been  satisfied,  and  Landlord and Tenant have so
acknowledged in writing:

         49.02.1.  The Trustee or Tenant has cured all defaults  under the Lease
and has  provided  Landlord  adequate  assurance  of future  performance  of the
Lease's terms on the date of such assumption of the Lease.

         49.02.2.  The Trustee or Tenant has  provided  Landlord  with  adequate
assurance  of the  future  performance  of each  of  Tenant's  or the  Trustee's
obligations under this Lease; provided, however, that:

         (a)      The Trustee or Tenant  shall also deposit  with  Landlord,  as
                  security for the timely payment of rent, an additional  amount
                  equal  to  three  (3)  installments  of Base  Rent  and  other
                  monetary charges accruing under this Lease; and

         (b)      If not  otherwise  required  by the terms of this  Lease,  the
                  Trustee  or Tenant  shall also pay in advance on the date Base
                  Rent is payable 1/12th of Tenant's  annual  obligations  under
                  this  Lease for  additional  rents  (i.e.,  real  estate  tax,
                  porters wage escalations, electricity) and similar charges.

         (c)      From and after the date of the  assumption of this Lease,  the
                  Trustee or Tenant shall pay as rent an amount equal to the sum
                  of the Base Rent  otherwise  payable  hereunder,  which amount
                  shall be payable in advance in equal monthly  installments  on
                  the date Base Rent is payable.

         (d)      The  obligations  imposed  upon the  Trustee  or Tenant  shall
                  continue  with  respect to Tenant  and/or any  assignee of the
                  Lease after the completion of bankruptcy proceeding.

         49.02.3. The assumption of this Lease will not:

         (a)      Breach any provision in any other lease,  mortgage,  financing
                  agreement or other agreement by which Tenant is bound relating
                  to the premises.

         (b)      Disrupt, in Landlord's reasonable judgment,  the tenant mix of
                  the  Building  or any other  attempt by  Landlord to provide a
                  specific  variety of tenants in the  Building,  in  Landlord's
                  judgment,  would be most  beneficial  to all of the tenants at
                  property  where the Building is located and would  enhance the
                  image, reputation and profitability of the Building.


                                       8
<PAGE>

         49.03. For purposes of this Paragraph,  Landlord and Tenant acknowledge
that in the context of Tenant's  bankruptcy  proceeding,  at a minimum "adequate
assurance" shall mean:

         49.03.1. The Trustee or Tenant has and will continue to have sufficient
unencumbered   assets  after  the  payment  of  all  secured   obligations   and
administrative  expenses to assure Landlord that the Trustee or Tenant will have
sufficient funds to fulfill Tenant's  obligations  under this Lease, and to keep
the Demised  Premises  properly  used and staffed with  sufficient  employees to
conduct a fully operational  actively promoted business on the Demised Premises;
and

         49.03.2.  The Bankruptcy Court shall have entered an Order  segregating
sufficient  cash  payable to Landlord  and/or the  Trustee or Tenant  shall have
granted a valid and perfected  first lien and security  interest and/or mortgage
in Tenant's or Trustee's property,  acceptable as to value and kind to Landlord,
to  secure to  Landlord  the  obligation  of the  Trustee  or Tenant to cure the
monetary and/or  non-monetary  defaults under this Lease within the time periods
set forth above.

         49.03.3. In the event that this Lease is assumed by a Trustee appointed
for  Tenant  or by  Tenant  as  Debtor-In-Possession  under  the  provisions  of
Sub-paragraph  49.03.2  hereof and  thereafter  Tenant are  liquidated or file a
subsequent  Petition for reorganization or adjustment of debts under Chapters 11
or 13 of the Bankruptcy Code, then, and in either of such events,  Landlord may,
at our option,  terminate this Lease and all of Tenant's  rights  hereunder,  by
giving Tenant written  notice of its election to so terminate,  by no later than
thirty (30) days after the occurrence of either of such events.

         49.03.4. If the Trustee or Tenant has assumed the Lease pursuant to the
terms and  provisions of Paragraphs  49.01 or 49.02 herein,  for the purposes of
assigning (or elects to assign) Tenant's interest under this Lease or the estate
created thereby, to any other person, such interest or estate may be so assigned
only if Landlord  shall  acknowledge  in writing that the intended  assignee has
provided adequate assurance as defined in this  Sub-paragraph  49.03.4 of future
performance  of all of the terms,  covenants and  conditions of this Lease to be
performed by Tenant.  For purposes of this Sub-paragraph  49.03.4,  Landlord and
Tenant acknowledge that, in the context of Tenant's Bankruptcy proceeding,  at a
minimum "adequate  assurance of future  performance" shall mean that each of the
following  conditions have been  satisfied,  and Landlord has so acknowledged in
writing that:

         (a)      The  assignee  has  submitted  a current  financial  statement
                  audited by a  certified  public  accountant  which shows a net
                  worth and working capital in amounts reasonably  determined to
                  be sufficient by Landlord to assure the future  performance by
                  such assignee of Tenant's obligations under this Lease;

         (b)      The  assignee,  if requested by Landlord,  shall have obtained
                  and  provided  guarantees  in form  and  substance  reasonably
                  satisfactory  to Landlord from one or more persons who satisfy
                  our standards of creditworthiness;

         (c)      The assignee has  submitted  in writing  evidence,  reasonably
                  satisfactory  to Landlord,  of  substantial  experience in the
                  area of business permitted under this Lease; and

         (d)      Landlord  has  obtained all consents or waivers from any third
                  party   required   under  any   lease,   mortgage,   financing
                  arrangement  or other  agreement by which Landlord is bound to
                  permit Landlord to consent to such assignment.

         49.03.5.  When,  pursuant to the Bankruptcy Code, the Trustee or Tenant
shall be obligated to pay  reasonable  use and occupancy  charges for the use of
the Demised Premises or any portion thereof, such charges shall not be less than
the  Base  Rent  as  defined  in this  Lease  and  other  of  Tenant's  monetary
obligations for the payment of additional  rents (i.e.,  operating cost and real
estate tax escalations, electricity) and similar charges.

                                       9
<PAGE>

         49.03.6.  Neither  Tenant's  interest  in the  Lease,  nor  any  lesser
interest  herein,  nor any estate of Tenant's hereby  created,  shall pay to any
trustee, receiver, assignee for the benefit of creditors, or any other person or
entity,  or  otherwise  by  operation  of law under the laws of any state having
jurisdiction of the person or Tenant's property  (hereinafter referred to as the
"state law")  unless  Landlord  shall  consent to such  transfer in writing.  No
acceptance  by Landlord  of rent or any other  payments  from any such  trustee,
receiver,  assignee,  person or other entity shall be deemed to have waived, nor
shall it waive the need to obtain  our  consent or our right to  terminate  this
Lease for any  transfer  of  Tenant's  interest  under this Lease  without  such
consent.

         49.03.7 In the event  Tenant's  estate created hereby shall be taken in
execution or by other  process of law, or if Tenant or any guarantor of Tenant's
obligations  hereunder  (hereinafter  referred to as the  "Guarantor")  shall be
adjudicated  insolvent  pursuant  to the  provisions  of any  present  or future
insolvency  law under state law, or if any  proceedings  are filed by or against
the guarantor under the Bankruptcy Code, or any similar provisions of any future
federal  bankruptcy law, or if a Receiver or Trustee of Tenant's property or the
guarantor  shall be  appointed  under  state law by reason  of  Tenant's  or the
Guarantor's  insolvency  or if any  assignment  shall be made of Tenant's or the
Guarantor's interest in the Lease for the benefit of creditors; then and in such
event  Landlord  may,  at our option,  terminate  this Lease and all of Tenant's
rights hereunder by giving Tenant written notice of the election to so terminate
within thirty (30) days after the occurrence of such event.

         50.  Anything  herein in this  Lease to the  contrary  notwithstanding,
Landlord  and  Tenant  shall each have the  privilege  of  canceling  this Lease
effective each anniversary of the Term  Commencement  Date, on not less than six
(6) months  prior notice to the other party and the Lease shall expire upon that
day as if that day were the day that the Lease were to end by its original term.
If Tenant shall exercise the herein cancellation privilege, effective either the
First or Second  Anniversary of the Term  Commencement  Date, Tenant will pay to
Landlord the  unamortized  portion of Landlord's  Work as set forth in Paragraph
37.03.

         51. In the event  Tenant  shall  hold  over in the  Premises  after the
Expiration Date, such tenancy shall be considered a month-to-month tenancy whose
use and occupancy payment rate shall be 20% in excess of the amount of Base Rent
and additional  rent payable by Tenant to Landlord in the last month of the term
of the Lease.

                                       10