LEASE, dated as of November 20, 2000, between WFP 245 PARK CO. L.P., a
Delaware limited partnership having an office at c/o Brookfield Financial
Properties, Inc., One Liberty Plaza, 6th Floor, New York, New York 10006 (herein
called "Landlord"), and THE BEAR STEARNS COMPANIES INC., a Delaware corporation
having an office at 245 Park Avenue, New York, New York 10167 (herein called
"Tenant").

          LANDLORD AND TENANT HEREBY COVENANT AND AGREE AS FOLLOWS:

                                    ARTICLE 1

                       Demised Premises; Term; Fixed Rent
                       ----------------------------------

      1.01. Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, upon and subject to the terms, covenants, provisions and conditions of
this lease, the premises described in Section 1.02 in the building (herein
called the "Building") known as 245 Park Avenue in the City, County and State of
New York, together with the right to use, in common with others, the public
lobbies, non-exclusive elevators and other public portions of the Building. The
Building is located on a portion of the land (herein called the "Land")
described in Exhibit A annexed hereto and made a part hereof.

      1.02. (a) The term "Premises" shall mean the premises that are leased to
Tenant pursuant to this lease, that is, (i) floors 15, 16, 17, 18, 19 and 20 of
the Building, substantially as shown hatched on the floor plans attached hereto
as Exhibit B and made a part hereof, which floors Landlord and Tenant agree
contain 207,625 rentable square feet and (ii) any additional space hereafter
demised by Landlord to Tenant under this lease.

            (b) Attached hereto as Exhibit C and made a part hereof is a list of
the usable and the rentable square foot areas of each floor of the Premises,
which list was prepared on the basis of said floor plans. The usable and
rentable square foot floor areas of the Premises set forth in said Exhibit C
shall be controlling for all purposes of this lease.

      1.03. (a) The term of this lease shall commence on January 1, 2003 (herein
called the "Commencement Date") and shall end at 11:59 p.m. on December 31, 2022
(herein called the "Expiration Date"), subject to extension as set forth in
Article 5 below, or on such earlier date upon which the term of this lease shall
expire or be canceled or terminated pursuant to any of the conditions or
covenants of this lease or pursuant to law. Notwithstanding the foregoing, if
Landlord shall be unable to deliver possession of all or any portion of the
Premises to Tenant on January 1, 2003 for any reason other than a Tenant
Non-Delivery Act, as set forth in Section 1.03(c) below, the Commencement Date
with respect to all or such portion of the Premises, as the case may be, shall
be the date that Landlord shall deliver possession of all or such portion of the
Premises to Tenant, as the case may be: provided, however, that nothing
contained in this sentence shall be deemed to extend the Expiration Date beyond
11:59 p.m. on December 31, 2022.



<PAGE>

            (b) Tenant is in possession of the entire Premises pursuant to a
lease between Landlord's predecessor-in-interest and Tenant dated as of March 6,
1987 (as amended and/or supplemented through and including the date hereof,
herein called the "Existing Lease") and shall (except as set forth to the
contrary in Section 1.03(e) below) accept the same "as is" on the Commencement
Date, without any agreements, representations, understandings or obligations on
the part of Landlord to perform any work, alterations, repairs or improvements
to make the Premises ready or suitable for Tenant's occupancy thereof; provided,
however, that the foregoing provisions of this Section 1.03(b) shall not be
construed as a waiver or limitation of Landlord's general repair, maintenance
and service obligations under this lease, regardless of whether the necessity
therefor arose prior to or after the execution of this lease. The portion of the
premises demised by the Existing Lease which is not included within the Premises
is sometimes herein referred to as the "Vacated Premises". Pursuant to that
certain Seventh Supplemental Agreement to the Existing Lease dated as of even
date herewith (herein called the "Seventh Amendment"), the Existing Lease has
been modified so that, among other things, and as more particularly set forth in
the Seventh Amendment and in the applicable provisions of this lease:

                  (i)   in the event of any damage or destruction to the
                        Premises occurring prior to the Commencement Date, the
                        provisions of Article 22 of this lease shall govern the
                        respective rights and obligations of Landlord and
                        Tenant, in substance as if the term of this lease had
                        commenced, and

                  (ii)  in the event that Tenant wishes to enter into a sublease
                        of all or a portion of the Premises for a term or terms
                        commencing prior to the Commencement Date, the
                        provisions of Article 8 of this lease shall govern the
                        respective rights and obligations of Landlord and
                        Tenant, in substance as if the term of this lease had
                        commenced.

            (c) If for any reason whatsoever (e.g., a casualty) that is not
within Tenant's control and, except in the case of a casualty, is not the result
of any act or omission (herein collectively called a "Tenant Non-Delivery Act")
of Tenant or any of Tenant's subtenants, Service Entities (as such term is
defined in Section 8.03 hereof) or other persons claiming any right of access to
the Premises by through or under Tenant, or any of the employees, contractors,
agents, members, officers, directors or partners of any of the foregoing,
Landlord shall be unable to deliver possession of all or a portion of the
Premises to Tenant on January 1, 2003, then notwithstanding anything to the
contrary hereinbefore contained, the term of this lease with respect to all or
such portion of the Premises, as the case may be, shall commence on, and the
Commencement Date shall be, the date on which Landlord is able to so deliver
possession all or such portion of the Premises and Landlord shall not be subject
to any liability for such failure to deliver possession on January 1, 2003 and
the validity of this lease shall not be impaired under such circumstances, nor
the same be construed in any way to extend the term of this lease, but the Fixed
Rent and Additional Charges payable hereunder with respect to any portion of the
Premises that Landlord is unable to deliver to Tenant due to any reason other
than a Tenant Non-Delivery Act shall be abated until Landlord has tendered
possession by giving notice to Tenant that such portion of the Premises is ready

                                      -2-
<PAGE>

for Tenant's occupancy. In the event that Landlord shall be unable to deliver
possession of all or any portion of the Premises to Tenant on the Commencement
Date due to a Tenant Non-Delivery Act or any reason within Tenant's control,
then notwithstanding anything to the contrary hereinbefore contained, the term
of this lease with respect to all or such portion of the Premises, as the case
may be, shall commence on, and the Commencement Date shall be, January 1, 2003.
Except as expressly set forth to the contrary in Section 1.03(d) and Section
1.03(e) below, Tenant hereby waives any right to rescind this lease under the
provisions of Section 223(a) of the Real Property Law of the State of New York,
and agrees that the provisions of this Article are intended to constitute "an
express provision to the contrary" within the meaning of said Section 223(a).

            (d) Subject to the provisions of Section 1.03(e) below, if Landlord,
due to any reason other than a Tenant Non-Delivery Act, shall be unable to give
possession of the entire Premises or any portion of the Premises consisting of a
full floor or more to Tenant by July 1, 2003, Tenant, by notice given to
Landlord no later than July 15, 2003 (time being of the essence), may terminate
this lease with respect only to the entire Premises, in which case this lease
shall terminate on the date that shall be thirty (30) days after the giving of
such notice.

            (e) Notwithstanding anything to the contrary set forth in the
Existing Lease, Section 1.03(d) above or any other provision of this lease, if
the Building or the Premises shall be partially damaged or destroyed by fire or
other casualty at any time from and after the date hereof but prior to the
Commencement Date, then, with respect only to the Premises (and not with respect
to any other portions of the Building demised to Tenant under the Existing
Lease), the provisions of Article 22 of this lease shall govern all of the
applicable respective rights and obligations of Landlord and Tenant (e.g., with
respect to the abatement of rents, the right to terminate the Existing Lease or
this lease, and the respective restoration and repair obligations of Landlord
and Tenant), both under the Existing Lease and under this lease, with all
applicable time periods measured from the date of such fire or other casualty.
Thus, for example, if a fire on July 1, 2002 renders untenantable the entire
Premises and Landlord delivers to Tenant an Anticipated Completion Date Notice
setting forth an Anticipated Completion Date of September 1, 2003 for the
substantial completion of the Basic Restoration, Tenant, subject to all of the
terms and conditions more particularly set forth in Article 22 hereof, WILL NOT
have the right to terminate this lease or the Existing Lease (with respect to
the Premises) because the Anticipated Completion Date is LESS than fifteen (15)
months after the date of the fire. Conversely, if the Anticipated Completion
Date set forth in Anticipated Completion Date Notice is December 1, 2003,
Tenant, subject to all of the terms and conditions more particularly set forth
in Article 22 hereof, WILL have the right to terminate this lease and the
Existing Lease (with respect to the Premises) because the Anticipated Completion
Date is MORE than fifteen (15) months after the date of the fire. In the event
of any fire or other casualty prior to the Commencement Date with respect to
which either (i) Tenant is not afforded the right to terminate this lease or
(ii) Tenant does not, prior to the Commencement Date, exercise any right that it
may be afforded to terminate this lease:


                                      -3-
<PAGE>

                  (i)   the term of this lease with respect to the affected
                        portion of the Premises shall commence on the
                        Commencement Date (subject to any rent abatement that
                        may be provided for in Article 22 hereof); and

                  (ii)  Tenant (subject to any contingent right of termination
                        that it may continue to have under Article 22 hereof
                        after the Commencement Date but prior to Landlord's
                        substantial completion of the Basic Restoration) shall
                        accept such portion of the Premises in the condition
                        required by Article 22 hereof at such time that Landlord
                        delivers such portion of the Premises.

      1.04. (a) The rents (herein called "Rents") shall be and consist of (i)
fixed rent payable to Landlord with respect to the Premises (herein called
"Fixed Rent") at the annual rates set forth in subsections 1.04(b) and (c),
which commencing on the Commencement Date shall be payable in equal monthly
installments in advance on the first day of each and every calendar month during
the term of this lease, and (ii) additional charges (herein collectively called
"Additional Charges") consisting of Tax Payments and Operating Payments (as
defined in Article 3 hereof) and all other sums of money as shall become due
from and payable by Tenant to Landlord hereunder; all to be paid in lawful money
of the United States to Landlord at its office, or such other place, or to
Landlord's agent and at such other place, as Landlord shall advise Tenant
thereof in writing.

            (b) Fixed Rent with respect to the Premises shall be payable to
Landlord at the following annual rates:

                  (i)   EIGHT MILLION SEVEN HUNDRED THIRTY-SIX THOUSAND EIGHT
                        HUNDRED SIXTY AND 00/100THS DOLLARS ($8,736,860.00) per
                        annum during the period beginning on the Commencement
                        Date and ending on December 31, 2012 (calculated at the
                        annual rate of $42.08 per rentable square foot); and

                  (ii)  TEN MILLION SEVEN HUNDRED TWENTY-ONE THOUSAND SEVEN
                        HUNDRED FIFTY-FIVE AND 00/100THS DOLLARS
                        ($10,721,755.00) per annum during the period beginning
                        on January 1, 2013 and ending on the Expiration Date
                        (calculated at the annual rate of $51.64 per rentable
                        square foot).

      1.05. Commencing on the Commencement Date, Tenant shall pay the Fixed Rent
and Additional Charges promptly when due without notice or demand therefor and
without any abatement, deduction or setoff for any reason whatsoever, except as
may be expressly provided in this lease.

                                      -4-
<PAGE>

      1.06. No payment by Tenant or receipt or acceptance by Landlord of a
lesser amount than the correct Fixed Rent and/or Additional Charges shall be
deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment be deemed
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's rights to recover the balance or pursue any
other remedy in this lease or at law provided. In addition, any payment by
Tenant to Landlord of any amount shall be without prejudice to, and shall not
constitute a waiver of, any rights of Tenant against Landlord in this lease or
at law provided.

      1.07. Any apportionments or prorations of Fixed Rent or Additional Charges
to be made under this lease shall be computed on the basis of a 365-day year.

      1.08. Tenant shall pay Fixed Rent and Additional Charges as above and as
herein provided, in lawful money of the United States as follows: (a) with
respect to Fixed Rent and recurring Additional Charges payable under Article 3
hereof, in immediately available funds or at Tenant's option, funds of the New
York Clearing House or a successor thereto, in either case to be wire
transferred directly into a bank account designated by Landlord, or at
Landlord's election upon notice to Tenant, by the manner set forth in clause (b)
of this Section 1.08, and (b) with respect to all Additional Charges other than
recurring Additional Charges payable under Article 3 hereof, by good and
sufficient check (subject to collection) drawn on a New York City bank which is
a member of the New York Clearing House or a successor thereto.

      1.09. If any of the Fixed Rent or Additional Charges payable under the
terms and provisions of this lease shall be or become uncollectible, reduced or
required to be refunded because of any rent control or similar act or law
enacted by a governmental authority, Tenant shall enter into such agreement(s)
and take such other steps (without additional expense or liability to Tenant) as
Landlord may reasonably request and as may be legally permissible to permit
Landlord to collect the maximum rents which from time to time during the
continuance of such legal rent restriction may be legally permissible (and not
in excess of the amounts reserved therefor under this lease). Upon the
termination of such legal rent restriction, (a) the Fixed Rent and/or Additional
Charges shall become and thereafter be payable in accordance with the amounts
reserved herein for the periods following such termination, and (b) Tenant shall
pay to Landlord, to the maximum extent legally permissible, an amount equal to
(i) the Fixed Rent and/or Additional Charges which would have been paid pursuant
to this lease but for such legal rent restriction less (ii) the rents paid by
Tenant during the period such legal rent restriction was in effect.

                                    ARTICLE 2

                                 Use of Premises
                                 ---------------

      2.01. Tenant (and/or its subtenants or other persons permitted to occupy
the Premises pursuant to the terms of this lease) shall use and occupy the
Premises solely for administrative, executive and general offices, and for any
lawful uses incidental thereto which are in keeping with the character,

                                      -5-
<PAGE>

reputation and appearance of a first-class office building in Midtown Manhattan
comparable to the Building, which incidental uses may include, without
limitation:

            (i)   a cafeteria, dining room(s), meeting rooms, auditoria, food
                  service and/or food vending machines for service only to, and
                  a barber shop, gymnasium and health facilities for use only
                  by, Tenant and its officers, employees and business guests;

            (ii)  computer data center operations;

            (iii) training  facilities  in  connection  with the  operation of
                  Tenant's business;

            (iv)  photographic reproduction and/or offset printing facilities in
                  connection with, either directly or indirectly, Tenant's
                  business; and

            (v)   non-retail  banking  and other  financial  services  and the
                  non-retail sale of foreign exchange;

provided however that Tenant shall not use more than 67,000 rentable square feet
of the Premises, in the aggregate, for the purposes set forth in clauses (i) and
(iii) of this sentence, and any other purpose which, in Landlord's reasonable
judgment, is similar to the uses set forth in such clauses (i) and (iii) or is
of a nature that would result in substantially higher population densities than
generic administrative, executive and general office use. Notwithstanding the
foregoing, but without limiting Landlord's obligation to cooperate with Tenant
pursuant to the provisions of Section 2.02(b) below, Landlord makes no warranty
or representation as to the suitability of all or any portion of the Premises
for a place of public assembly requiring a public assembly permit or as to
whether there will be adequate means of ingress and/or egress or adequate rest
room facilities in the event that Tenant requires such a public assembly permit,
and Landlord shall have no liability to Tenant in connection therewith, nor
shall Landlord have any obligation to perform any alterations in or to the
Building or the Premises to render any floor suitable for the issuance of a
public assembly permit. For the purposes of this Article 2, a "retail" service
or business shall mean a service or business in which a majority of such service
or business is conducted by the customers or clients visiting the Premises, or
the portion of the Premises in which such service or business is conducted.

      2.02. (a) If any governmental license or permit, other than a Certificate
of Occupancy, shall be required for the proper and lawful conduct of Tenant's
business in the Premises or any part thereof, Tenant, at its expense, shall duly
procure and thereafter maintain such license or permit and submit the same to
Landlord for inspection. At Tenant's request, Landlord shall cooperate with
Tenant in the procuring of any such licenses or permits, provided the same shall
be without cost, expense or liability to Landlord (it being agreed that, if such
cost, expense and/or liability (other than criminal liability) shall exist, and
if Tenant shall pay such cost or expense or indemnify Landlord against such
liability, then the same shall be deemed to be without cost, expense or
liability to Landlord). Tenant shall at all times comply with the terms and

                                      -6-
<PAGE>

conditions of each such license or permit (it being agreed that any failure by
Tenant to so comply shall not be deemed to be a default under this lease, unless
such failure shall jeopardize Landlord's interest in the Building or otherwise
subject Landlord to liability). Landlord agrees that, provided Tenant complies
with its obligations under this lease, Landlord shall obtain and maintain
throughout the term of this lease a Certificate of Occupancy (as well as any
other licenses or permits required with respect to the Building and/or the Land
by changes in laws or requirements of any public authorities after the date
hereof) permitting the use and occupancy of the Premises for office use. If a
change in Tenant's use and occupancy of the Premises permitted by this lease or
any Alteration (as hereinafter defined) permitted to be made by Tenant requires
a change or amendment of such Certificate of Occupancy or other required
permits, Landlord shall cooperate with Tenant in the process of obtaining such
change or amended Certificate of Occupancy or other required permits, provided
the same shall be without cost, expense or liability to Landlord (it being
agreed that, if such cost, expense and/or liability (other than criminal
liability) shall exist, and if Tenant shall pay such cost or expense or
indemnify Landlord against such liability, then the same shall be deemed to be
without cost, expense or liability to Landlord).

            (b) Tenant shall obtain any initial annual public assembly permit(s)
that may be required to be obtained. Tenant shall obtain and maintain, at
Tenant's sole cost and expense, all renewals, extensions and replacements of any
such public assembly permit(s); and Landlord shall cooperate with Tenant in the
process of obtaining such renewals, extensions and replacements, provided the
same shall be without cost, expense or liability to Landlord (it being agreed
that, if such cost, expense and/or liability (other than criminal liability)
shall exist, and if Tenant shall pay such cost or expense or indemnify Landlord
against such liability, then the same shall be deemed to be without cost,
expense or liability to Landlord).

      2.03. Tenant shall not at any time use or occupy the Premises or the
Building, or suffer or permit anyone to use or occupy the Premises, or do
anything in the Premises or the Building, or permit anything to be done in the
Premises, in any manner (a) which violates the Certificate of Occupancy or any
other permit which is required for or in connection with the use and occupancy
of the Premises or the Building or any part thereof and which is customary for
the operation of a first-class office building provided such permits do not
prohibit Tenant's use of the Premises as general, executive and administrative
offices; (b) which causes or will cause injury to the Building; (c) which causes
damage to or adversely affects any services, equipment, facilities or systems of
the Building which are used by or are to be furnished to any other tenant in the
Building; (d) which constitutes a violation of the laws and requirements of any
public authorities or the requirements of insurance bodies; (e) which materially
impairs the character, reputation or appearance of the Building as a first-class
office building; or (f) which violates any of Tenant's other obligations under
this lease.

      2.04. Except as provided in Section 2.01, Tenant shall not use, or suffer
or permit anyone to use, the Premises or any part thereof, for or by:

                                      -7-
<PAGE>

            (a)   any of the following operating an "off the street" business to
                  the general public at the Premises: (i) a bank, (ii) a trust
                  company, (iii) a safe deposit company, (iv) a savings bank,
                  (v) a savings & loan association, (vi) a loan company, (vii) a
                  travelers check or foreign exchange business; or (viii) a
                  stock brokerage business; provided however, that the Premises
                  may be used as executive and general offices for any of the
                  foregoing which conducts its "off the street" business to the
                  general public, if any, at locations other than the Premises,

            (b)   a restaurant and/or bar and/or the sale of confectionery
                  and/or soda and/or beverages and/or sandwiches and/or ice
                  cream and/or baked goods (other than a cafeteria open to
                  Tenant, and Tenant's employees and guests and operated by
                  Tenant in accordance with the provisions of Section 2.01 and
                  any other applicable provision of this lease),

            (c)   the business of  photographic  reproductions  and/or  offset
                  printing (other than for use by Tenant's employees),

            (d)   an employment or travel agency (other than for use by Tenant's
                  employees),

            (e)   a school or classroom; provided, however, that subject to the
                  limitations set forth in Section 2.01, portions of the
                  Premises may be used for training (i) employees of Tenant or
                  any other permitted occupant or (ii) employees of customers of
                  Tenant or of customers of any other permitted occupant
                  provided that the provision of training is not the principal
                  relationship between Tenant or such permitted occupant and
                  such customer,

            (f)   medical or psychiatric offices (other than for use by Tenant's
                  employees),

            (g)   conduct of any auction (except for electronic and telephonic
                  auctions of securities and commodities provided that no such
                  auctions are conducted on a face-to-face basis at the Premises
                  and that the commodities being auctioned are not displayed,
                  stored or maintained in the Premises),

            (h)   a stock, bond or commodities exchange at which buyers and
                  seller meet face to face at the Premises (such as that
                  presently conducted by the New York Stock Exchange at its
                  headquarters),

            (i)   a Day Trading Parlor,

            (j)   gambling activities, or

                                      -8-
<PAGE>

            (k)   the conduct of obscene, pornographic or similar disreputable
                  activities. Further, the Premises may not be used by (i) an
                  agency, department or bureau of the United States Government,
                  any state or municipality within the United States or any
                  foreign government, or any political subdivision of any of
                  them, (ii) any charitable, religious, union or other
                  not-for-profit organization, or (iii) any tax exempt entity
                  within the meaning of Section 168(j)(4)(A) of the Internal
                  Revenue Code of 1986, as amended, or any successor or
                  substitute statute, or rule or regulation applicable thereto
                  (as same may be amended). As used herein, the term "Day
                  Trading Parlor" shall mean an area in which, for a daily fee,
                  individual traders (not institutions, funds or companies) are
                  given desk space and the use of computer facilities for the
                  purpose of day trading for their own account. Notwithstanding
                  the foregoing, Tenant shall have the right, upon advance
                  written notice to Landlord, to permit the use of desk space in
                  the Premises consisting of not more than two thousand five
                  hundred (2,500) rentable square feet of the Premises in the
                  aggregate for office use (and for no other purpose) by
                  charitable organizations. Permission to such charitable
                  organizations to use the Premises shall not create a tenancy
                  or any other interest in the Premises except a license which
                  shall cease and expire in any event automatically without
                  notice upon the expiration or termination of this lease and
                  all acts, omissions and operations of such charitable
                  organizations shall be deemed acts, omissions and operations
                  of the Tenant. Use of the Premises pursuant hereto shall not
                  be deemed to entitle such charitable organizations to the same
                  rights or privileges which Landlord has or may hereafter
                  accord to lessees of space in the Building.


                                    ARTICLE 3

                                 Additional Rent
                                 ---------------

      3.01. For the purposes of this Article 3:

            (a) The term "Taxes" shall mean the aggregate of (i) an amount
determined by multiplying (y) the "Assessed Valuation" (as such term is
hereinafter defined) of the Building and the Land by (z) the real estate tax
rate in effect in Manhattan and (ii) any expenses incurred by Landlord in
contesting such taxes or assessments and/or the assessed value of the Building
and/or Land, which expenses shall be allocated by Landlord to the Tax Year to
which such expenses relate.

                  Any special or other assessment or levy for any Tax Year which
is imposed upon the Building and/or Land shall be added to the amount so
determined and shall be deemed to be included within the term "Taxes" for the
purposes hereof. If at any time during the term of this lease the methods of
taxation prevailing on the date hereof shall be altered so that in lieu of, or

                                      -9-
<PAGE>

as an addition to or as a substitute for, the whole or any part of such real
estate taxes, assessments and special assessments now imposed on real estate
there shall be levied, assessed or imposed (x) a tax, assessment, levy,
imposition, license fee or charge wholly or partially as a capital levy or
otherwise on the rents received therefrom, or (y) any other such additional or
substitute tax, assessment, levy, imposition or charge, then all such taxes,
assessments, levies, impositions, fees or charges or the part thereof so
measured or based, but only to the extent the same are calculated as if
Landlord's interest in the Land and Building were Landlord's only assets, shall
be deemed to be included within the term "Taxes" for the purposes hereof.
Notwithstanding anything to the contrary contained in this Section 3.01(a), the
term "Taxes" shall not include, any net income, franchise, "gains" or
"value-added" tax, inheritance or estate tax imposed on or constituting a lien
upon Landlord or all or any part of the Land or Building except to the extent
that same may be substituted in whole or part for or in addition to the then
Taxes or increases thereof as more particularly set forth in the immediately
preceding sentence.

            (b) The term "Tax Year" shall mean each period of twelve (12)
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 period of twelve (12) months
occurring during the term of this lease as hereafter may be duly adopted as the
fiscal year for real estate tax purposes of the City of New York.

            (c) The term "Tenant's Proportionate Tax Share" shall mean, at the
time in question, the proportion that the number of rentable square feet of the
Premises bears to the number of rentable square feet of the Building. Landlord
and Tenant agree that, as of the Commencement Date, Tenant's Proportionate Tax
Share shall be 12.319%.

            (d) The term "Assessed Valuation of the Land and the Building" shall
mean, at the time in question, the aggregate amount for which the Land
(including any portion thereof now or hereafter separately assessed) and the
buildings, structures and other improvements erected in, on, over or under the
Land are assessed by The City of New York for the purpose of imposition of real
estate taxes, without regard to any constitutional, statutory or other exemption
from imposition or collection of such real estate taxes. The Assessed Valuation
of the Land and the Building shall be calculated on the basis of the
transitional assessed valuation, and not the target assessed valuation.

      3.02. If the real estate fiscal tax year of The City of New York shall be
changed during the term hereof, any Taxes for a real estate fiscal year, a part
of which is included within a particular Tax Year and a part of which is not so
included, shall be apportioned on the basis of the number of days in the real
estate fiscal tax year included in the particular Tax Year for the purpose of
making the computations under Section 3.03.

      3.03. (a) From and after the Commencement Date, Tenant shall pay to
Landlord as Additional Charges for each Tax Year which occurs during the term of
this lease an amount (herein called "Tax Payment") equal to Tenant's
Proportionate Tax Share of the Taxes for such Tax Year. Tenant's Tax Payment for

                                      -10-
<PAGE>

each Tax Year shall be due and payable in two (2) equal installments, in
advance, on the first day of each June and December preceding and during each
Tax Year, based upon the statement setting forth the amount of Tenant's Tax
Payment (herein called the "Tax Statement") which statement Landlord shall
endeavor to furnish to Tenant prior to the commencement of such Tax Year, until
such time as a new Tax Statement for a subsequent Tax Year shall become
effective. If a Tax Statement is furnished to Tenant after the commencement of a
Tax Year in respect of which such Tax Statement is rendered, Tenant shall,
within 15 days thereafter, pay to Landlord an amount equal to the amount of any
underpayment of Tenant's Tax Payment with respect to such Tax Year and, in the
event of an overpayment, Landlord shall permit Tenant to credit against
subsequent payments of Rent under this lease the amount of Tenant's overpayment.
If there shall be any increase in Taxes for any Tax Year, or if there shall be
any decrease in Taxes for any Tax Year, whether during or after such Tax Year,
Landlord shall furnish a revised Tax Statement for such Tax Year, and Tenant's
Tax Payment for such Tax Year shall be adjusted and paid (or refunded, if
applicable) within 15 days thereafter. In no event shall the Tax Payment for any
Tax Year be reduced below zero. If during the term of this lease, Taxes are
required to be paid to the taxing authorities in full or in monthly, quarterly,
or other installments, on any other date or dates than as presently required,
then at Landlord's option, Tenant's Tax Payments shall be correspondingly
accelerated or revised so that said Tenant's Tax Payments are due at least
thirty (30) days prior to the date payments are due to the taxing authorities.
The benefit of any discount for any early payment or prepayment of Taxes shall
accrue solely to the benefit of Landlord and such discount shall not be
subtracted from Taxes.

            (b) If Landlord shall fail to render a Tax Statement with respect to
any Tax Year within two (2) years after the end of the applicable Tax Year, then
Landlord shall be deemed to have waived its right to claim or receive a Tax
Payment for such Tax Year.

      3.04. Tenant shall pay to Landlord within thirty (30) days after demand,
as Additional Charges, any occupancy tax or rent tax now in effect or hereafter
enacted, if payable by Landlord in the first instance or hereafter required to
be paid by Landlord.

      3.05. If Landlord shall receive a refund or credit of the Taxes for any
Tax Year, Landlord shall, in the case of a refund, pay to Tenant Tenant's
Proportionate Tax Share of the net refund or in the case of a credit, permit
Tenant to credit against the next Tenant's Tax Payment that corresponds to the
period in which Landlord receives the benefit of such credit, Tenant's
Proportionate Tax Share of such credit, in either case, after deducting from
such total refund or credit the reasonable costs and expenses, including, but
not limited to, reasonable appraisal, accounting and legal fees of obtaining the
same (but only to the extent that such costs and expenses had not been included
in Taxes for such Tax Year); provided however, such payment or credit to Tenant
shall in no event exceed Tenant's Tax Payment paid for such Tax Year (which
shall be prorated for a partial Tax Year). If Landlord shall fail to pay to
Tenant any payment due to Tenant pursuant to this Section 3.05 within thirty
(30) days after the same is due Tenant, then Landlord shall permit Tenant after
Tenant has given Landlord five (5) Business Days prior notice of its intention
to do so, to credit such amount against subsequent payments of Rent. Landlord
shall, with respect to each Tax Year, initiate and pursue in good faith an

                                      -11-
<PAGE>

application or proceeding seeking a reduction in Taxes or the assessed valuation
of the Building; provided, however, that Landlord shall not be required to
initiate or pursue any such application or proceeding for any such Tax Year if
Landlord obtains with respect to such Tax Year a letter from a recognized
certiorari attorney or consultant that in such person's opinion, it would not be
advisable or productive to bring such application or proceeding. Tenant, for
itself and its immediate and remote subtenants and successors in interest
hereunder, hereby waives, to the extent permitted by law, any right Tenant may
now or in the future have to protest or contest any Taxes or to bring any
application or proceeding seeking a reduction in Taxes or assessed valuation or
otherwise challenging the determination thereof.

      3.06. If a Tax Year commences prior to the Commencement Date or ends after
the expiration or termination of the term of this lease, the Tax Payment
therefor shall be prorated to correspond to that portion of such Tax Year
occurring within the term of this lease. If any refund or credit shall be due to
Tenant at the expiration or sooner termination of the term of this lease, then
Landlord shall pay the amount thereof to Tenant within fifteen (15) days
thereafter.

      3.07. For the purposes of this Article 3:

            (a) The term "Operating Expenses" shall mean all commercially
reasonable costs and expenses paid or incurred by Landlord in respect of the
repair, maintenance, operation and security of the Land and/or the Building, and
the curbs and sidewalks immediately adjoining the Land, which are properly
chargeable to such repair, maintenance, operation and security, including,
without limitation (other than those items which are expressly excluded pursuant
to the provisions of this Section 3.07):

                  (i)    salaries, wages, medical, surgical, union and general
                         welfare benefits (including, without limitation, group
                         life and disability insurance) and pension payments of
                         employees of Landlord engaged in such repair,
                         operation, maintenance and security;

                  (ii)   payroll taxes, workers' compensation, uniforms and
                         related expenses for such employees;

                  (iii)  the cost of all charges for gas, steam, electricity,
                         heat, ventilation, air conditioning, water, sewer and
                         other utilities furnished to the Building (including,
                         without limitation, the common areas thereof), together
                         with any taxes on such utilities, but only if and to
                         the extent that such charges shall not be payable by
                         any tenant or occupant of the Building (other than
                         pursuant to a provision in the nature of, or intended
                         to serve the same purpose as, this Article 3);

                  (iv)   the cost of repainting or redecorating the nonrentable
                         areas of the Building in the normal course of the
                         maintenance and repair of the Building;

                                      -12-
<PAGE>

                  (v)    the cost of all charges for rent, casualty, liability
                         and fidelity insurance customarily carried by owners of
                         comparable first-class office buildings or which is
                         required to be carried pursuant to any Superior
                         Mortgage or under Article 10 of this lease;

                  (vi)   the cost of rentals of tools, materials and equipment
                         used in connection with the maintenance, repair and
                         operation of the Building, and sales and other taxes
                         thereon;

                  (vii)  the cost of all supplies and sales or other taxes
                         thereon;

                  (viii) management fees, provided however, that if Landlord or
                         an Affiliate of Landlord is the managing agent of the
                         Building, then the annual management fees shall be
                         deemed equal to one and three quarters percent (1 3/4%)
                         of the aggregate of the fixed or base rents and
                         additional rents and other charges in the nature of
                         this Article 3 paid to Landlord by the tenants
                         (including Tenant) of the Building, excluding, however,
                         rents or other charges which are expressly denominated
                         in the lease, license or other occupancy agreement in
                         question as being a reimbursement for above building
                         standard installations performed by or for the account
                         of Landlord;

                  (ix)   the cost of all charges for cleaning and janitorial
                         services with respect to the Land and the Building,
                         including, without limitation, snow and ice removal,
                         but only if and to the extent that such charges shall
                         not be payable by any tenant or occupant of the
                         Building (other than pursuant to a provision in the
                         nature of, or intended to serve the same purpose as,
                         this Article 3);

                  (x)    the cost of all charges for exterior window cleaning
                         (both interior and exterior sides of such windows) and
                         collection and disposal of garbage and waste, but only
                         if and to the extent that such charges shall not be
                         payable by any tenant or occupant of the Building
                         (other than pursuant to a provision in the nature of,
                         or intended to serve the same purpose as, this Article
                         3);

                  (xi)   the cost of all alterations, improvements, repairs and
                         replacements made by Landlord at its expense (A) in
                         order to comply with any laws or requirements of any
                         public authorities or the requirements of insurance
                         bodies (other than in connection with the correction of
                         any violation thereof existing on or prior to the
                         Commencement Date, whether or not noted of record) or
                         (B) for the reasonably intended purpose of reducing
                         Operating Expenses (as, for example, a labor-saving
                         improvement);

                                      -13-
<PAGE>

                  (xii)  the cost of all repairs and replacements made by
                         Landlord at its expense, structural and nonstructural,
                         ordinary and extraordinary, foreseen and unforeseen,
                         and whether or not required by this lease, and the cost
                         of all tools, fixtures, materials and equipment used in
                         connection with such repairs and replacements; provided
                         however, that costs referred to in this clause (xii)
                         that relate to replacements shall constitute Operating
                         Expenses only with respect to replacements made in lieu
                         of repairs when reasonably necessary, and such costs
                         shall be included notwithstanding that the replacement
                         item is of superior quality, design or utility to the
                         item being replaced;

                  (xiii) the charges of independent contractors in connection
                         with any work which constitutes an Operating Expense;

                  (xiv)  reasonable legal, accounting and other professional
                         fees and disbursements, except as set forth in clauses
                         (19), (20) or (21) below;

                  (xv)   Intentionally Omitted; and

                  (xvi)  all other charges properly allocable to the repair,
                         operation, maintenance and security of the Land and/or
                         the Building in accordance with generally accepted
                         accounting principles consistently applied; excluding,
                         however,

                         (1)   depreciation,

                         (2)   interest on and amortization of debts, including
                               any Superior Mortgage,

                         (3)   leasehold improvements and decorations made for
                               tenants or occupants of the Building or cash
                               allowances in lieu thereof,

                         (4)   brokerage commissions,

                         (5)   financing and refinancing costs,

                         (6)   the cost of any work or services performed for or
                               furnished to any tenant(s) of the Building
                               (including Tenant) or any other expenditure for
                               any tenant(s), to the extent that the cost of
                               such work or services or other expenditure is

                                      -14-
<PAGE>

                               reimbursed or is required to be reimbursed to
                               Landlord (other than pursuant to provisions in
                               the nature of this Article 3 and Article 15),

                         (7)   the cost of any electricity furnished to the
                               Premises or any other rentable area of the
                               Building,

                         (8)   Taxes,

                         (9)   all payments made under any ground or other
                               superior lease of the Land or Building,

                         (10)  personnel benefits, expenses and salaries of the
                               type set forth in clause (i) and (ii) above of
                               employees over the level of building manager (it
                               being understood and agreed that the Building's
                               fire safety manager shall be deemed to be at or
                               below the grade of building manager),

                         (11)  the portion of any expenses otherwise includable
                               in Operating Expenses which are allocable to any
                               other properties of Landlord or any Affiliate of
                               Landlord, such as the portion of the personnel
                               benefits, expenses and salaries of the type set
                               forth in clauses (i) and (ii) above of employees
                               allocable to time spent by such employees in
                               connection with properties other than the Land
                               and/or Building or the portion of the premiums
                               for any of the insurance described in clause (v)
                               above carried under "blanket" or similar policies
                               to the extent allocable to any property other
                               than the Land and/or Building,

                         (12)  any other expenses which would otherwise be an
                               Operating Expense to the extent that Landlord is
                               reimbursed or is required or entitled to be
                               reimbursed therefor from any source other than
                               pursuant to provisions in the nature of this
                               Article 3 and/or Article 15,

                         (13)  franchise, "gains" or value added tax,
                               inheritance or estate tax or income taxes imposed
                               upon Landlord,

                         (14)  advertising and promotional expenditures,

                         (15)  costs incurred (A) to correct any
                               misrepresentation by Landlord to Tenant, if and
                               to the extent of any representations of Landlord
                               to Tenant contained in this lease, or (B) which

                                      -15-
<PAGE>
                               result from Landlord's breach of a lease
                               (including this lease) or Landlord's tortious
                               conduct,

                         (16)  the cost of repairs or replacements incurred by
                               reason of fire or other casualty or condemnation,
                               to the extent Landlord is compensated therefor
                               during the Operating Year to which an Operating
                               Statement relates or would have been compensated
                               therefor if Landlord carried the insurance
                               required by this lease,

                         (17)  costs incurred in connection with a transfer or
                               disposition of Landlord's interest in the Land
                               and/or the Building,

                         (18)  any fee or expenditure (other than the management
                               fee that is permitted to be included pursuant to
                               clause (viii) above) paid to any Affiliate of
                               Landlord, to the extent such fee or expenditure
                               is in excess of the amount which would be paid in
                               the absence of such relationship,

                         (19)  costs and expenses incurred in connection with
                               the enforcement of leases, including, without
                               limitation, court costs and attorneys' fees and
                               disbursements in connection with any summary
                               proceeding to dispossess any tenant,

                         (20)  costs and expenses incurred in connection with,
                               and incidental to, the leasing of space in the
                               Building, including, without limitation,
                               attorneys' fees and disbursements,

                         (21)  costs and expenses incurred in connection with
                               disputes with tenants in the Building, the
                               Building employees (except that all costs and
                               expenses incurred by Landlord in connection with
                               enforcement by Landlord of any remedies that
                               Landlord may have against the Building employees
                               for the benefit of one or more tenants of the
                               Building shall be included within Operating
                               Expenses), third parties employed by Landlord
                               that are not engaged in Building operations, or
                               any mortgagee of Landlord, including, without
                               limitation, attorneys', accountants' and
                               consultants' fees and disbursements,

                         (22)  costs and expenses (including those for labor,
                               material, tools, equipment and contractor
                               charges) incurred in connection with (x)
                               compliance with any requirements of law or public

                                      -16-
<PAGE>

                               authorities existing as of the Commencement Date
                               which are applicable to the Land and/or the
                               Building with respect to a condition existing as
                               of the Commencement Date, whether or not noted of
                               record, unless caused by an act of negligence of
                               Tenant or any person claiming by, through or
                               under Tenant, (y) correction of or compliance
                               with any requirements of law or public
                               authorities existing as of the Commencement Date
                               and applicable to Landlord's Article 4 Work and
                               (z) compliance with any requirements of law or
                               public authorities existing as of the
                               Commencement Date which are applicable to the
                               Land and/or the Building, if the cost thereof
                               shall be required to be capitalized under
                               generally accepted accounting principles and
                               shall not come within the scope of clause (xi) of
                               this Section 3.07(a),

                         (23)  Intentionally Omitted,

                         (24)  costs incurred in performing work or furnishing
                               services for any tenant (including Tenant),
                               whether at such tenant's or Landlord's expense,
                               to the extent that such work or service is in
                               excess (by more than a de minimis amount) of any
                               work or service that Landlord is obligated to
                               furnish to Tenant at Landlord's expense,

                         (25)  the costs and expenses (including those for
                               labor, materials, tools, equipment and contractor
                               charges) incurred in connection with any
                               painting, decorating, repainting, redecorating,
                               alterations, improvements, repairs and
                               replacements, except for those costs and expenses
                               enumerated in clauses (iv), (vi), (vii), (xi),
                               (xii), (xiii) and (xiv) above,

                         (26)  the cost of all charges for any insurance except
                               that set forth in clause (v) above,

                         (27)  the cost of asbestos removal from any part of the
                               Building and all costs arising from the presence
                               of asbestos or other hazardous materials or
                               substances in or about the Land or the Building,

                         (28)  any interest, fine, penalty or other late charges
                               payable by Landlord, incurred as a result of late
                               payments of any nature, including interest owed
                               or credited to Tenant after the resolution of a

                                      -17-
<PAGE>

                               dispute, except if and to the extent the same was
                               incurred with respect to a payment, part or all
                               of which, was the responsibility of Tenant
                               hereunder and with respect to which Tenant did
                               not make in a timely fashion or did not make at
                               all,

                         (29)  any rent loss or reserves for bad debts or rent
                               loss,

                         (30)  costs of Landlord's charitable, civic or
                               political contributions,

                         (31)  costs of acquiring, leasing, insuring, restoring,
                               removing or replacing sculptures and paintings
                               that are deemed to be "fine art", except for the
                               cost of routine maintenance of all such objects
                               in the public areas in the Building, and

                         (32)  any entertainment, dining or travel expenses.

            (b) Notwithstanding anything to the contrary in paragraph (a) of
this Section 3.07, if and to the extent that the cost of any repair,
replacement, alteration or improvement (including, without limitation, the cost
of labor, material, tools, equipment and contractor charges in connection
therewith) made during any Operating Year which is otherwise includable in
Operating Expenses is required to be capitalized under generally accepted
accounting principles, such cost shall be amortized on a straight-line basis
over the useful life of such repair, replacement, alteration or improvement, as
reasonably determined by Landlord, and such annual amortization, together with
interest at the rate of two hundred fifty (250) basis points over the 25 year
Treasury Bond Rate (on a per annum basis) on the unamortized balance of such
cost, shall be deemed an Operating Expense in each of the Operating Years during
which such cost is amortized.

            (c) All amounts actually received by Landlord or which Landlord is
entitled to receive through proceeds of insurance or condemnation awards, to the
extent such proceeds are compensation or reimbursement for sums previously
included in Operating Expenses hereunder, shall be deducted from Operating
Expenses in the Operating Year in which such amounts are received by Landlord.

            (d) Provision in this lease for an expense item to be Landlord's
expense or at Landlord's expense shall not affect the inclusion thereof, to the
extent above provided, as an "Operating Expense".

            (e) The term "Operating Year" shall mean a period of 12 calendar
months beginning on January 1 and ending on December 31.

                                      -18-
<PAGE>

            (f) The term "Operating Statement" shall mean a written statement
prepared by Landlord or its agent, setting forth in reasonable detail the
Operating Expenses for a specified Operating Year and Landlord's computation of
the sum payable by Tenant under Section 3.08 for such Operating Year.

            (g) The term "Tenant's Proportionate Operating Share" shall mean, at
the time in question, the proportion that the number of rentable square feet of
the Premises bears to the number of rentable square feet of the Building.
Landlord and Tenant agree that, as of the Commencement Date, Tenant's
Proportionate Operating Share shall be 12.319%.

      3.08. For the Operating Year in which the Commencement Date occurs and for
each Operating Year thereafter which begins during the term of this lease,
Tenant shall pay an amount (herein called "Operating Payment") equal to Tenant's
Proportionate Operating Share of the Operating Expenses for such Operating Year.

      3.09. (a) Landlord shall furnish to Tenant, prior to the commencement of
each Operating Year, a written statement setting forth in reasonable detail
Landlord's reasonable estimate of the Operating Payment for such Operating Year.
In the event that such estimate of the Operating Payment reflects an increase in
total Operating Expenses for the Building of more than the greater of (x) five
(5%) percent or (y) the percentage increase in the Consumer Price Index for the
preceding Operating Year, in either case in excess of the total Operating
Expenses for the previous calendar year, such estimate shall be accompanied by a
reasonably detailed explanation of such increase. In the event that Tenant
disputes an estimate of the Operating Payment which reflects an increase in
total Operating Expenses for the Building of more than the greater of (x) five
(5%) percent or (y) the percentage increase in the Consumer Price Index for the
preceding Operating Year, Tenant shall have the right to challenge such estimate
substantially in the manner set forth in Section 3.16 below. Tenant shall pay to
Landlord on the first day of each month during such Operating Year an amount
equal to one-twelfth of Landlord's estimate of the Operating Payment for such
Operating Year. If, however, Landlord shall furnish any such estimate for an
Operating Year subsequent to the commencement thereof, then (x) until the first
day of the month following the month in which such estimate is furnished to
Tenant, Tenant shall pay to Landlord on the first day of each month an amount
equal to the monthly sum payable by Tenant to Landlord under this Section in
respect of the last month of the preceding Operating Year (if any); (y) promptly
after such estimate is furnished to Tenant, Landlord shall give notice to Tenant
stating whether the installments of the Operating Payment previously made for
such Operating Year were greater or less than the installments of the Operating
Payment to be made for such Operating Year in accordance with such estimate, and
(1) if there shall be a deficiency, Tenant shall pay the amount thereof within
thirty (30) days after demand therefor, or (2) if there shall have been an
overpayment, Landlord shall, within thirty (30) days after Landlord identifies
that such overpayment exists, refund to Tenant the amount thereof; and (z) on
the first day of the month following the month in which such estimate is
furnished to Tenant, and monthly thereafter throughout the remainder of such
Operating Year, Tenant shall pay to Landlord an amount equal to one-twelfth
(1/12th) of the Operating Payment shown on such estimate. Landlord may, during
each Operating Year, furnish to Tenant a revised statement of Landlord's

                                      -19-
<PAGE>

estimate of the Operating Payment for such Operating Year, effective as of the
date of each such change, if there shall be one or more material changes (or
changes which in the aggregate are material) during such Operating Year in the
Operating Expenses described in Section 3.07(a); and in each such case, the
Operating Payment for such Operating Year shall be adjusted and paid or
refunded, as the case may be, substantially in the same manner as provided in
the preceding sentence.

            (b) Within 180 days after the end of each Operating Year Landlord
shall furnish to Tenant an Operating Statement for such Operating Year. If the
Operating Statement shall show that the sums paid by Tenant under this Section
3.09 exceeded the Operating Payment to be paid by Tenant for such Operating
Year, Landlord shall, within thirty (30) days after Landlord identifies that
such an excess exists, refund to Tenant the amount of such excess, together with
interest thereon from the date of each such overpayment at the Prime Rate;
provided however, that if the sums paid by Tenant under this Section 3.09 for
the Operating Year in question were more than 110% of the Operating Payment to
be paid by Tenant for such Operating Year, then, unless such overestimate by
Landlord was caused by a change in facts or circumstances which Landlord could
not reasonably foresee, the interest on the overpayment by Tenant shall be at
the annual rate of two percentage points over the Prime Rate. If Landlord shall
fail to refund to Tenant any amount payable to Tenant pursuant to this
subsection 3.09(b) within thirty (30) days after the Operating Statement is
furnished to Tenant, then Landlord shall, after Tenant has given Landlord five
(5) Business Days prior notice of its intention to do so, permit Tenant to
credit such amount against subsequent payments of Rent. If the Operating
Statement for such Operating Year shall show that the sums so paid by Tenant
were less than the Operating Payment to be paid by Tenant for such Operating
Year, Tenant shall pay the amount of such deficiency within thirty (30) days
after demand therefor.

            (c) If Landlord shall fail to render an Operating Statement with
respect to any Operating Year or any component of Operating Expenses within two
(2) years after the end of the applicable Operating Year, then Landlord shall be
deemed to have waived its right to claim or receive an Operating Payment (or an
Operating Payment for such component, if applicable) for such Operating Year.

      3.10. If the Commencement Date shall occur other than on the first day of
an Operating Year or if an Operating Year ends after the expiration or
termination of this lease, any Additional Charges in respect thereof payable
under this Article 3 shall be prorated to correspond to that portion of the
Operating Year occurring within the term of this lease. If during all or part of
any Operating Year, Landlord shall not furnish any particular item(s) of work or
service (which would constitute an Operating Expense hereunder) to portions of
the Building, due to the fact (i) such portions are not occupied or leased, or
(ii) because such item of work or service is not required or desired by the
tenant of such portion then, for the purpose of computing the Additional Charges
payable hereunder, the amount of the expenses for such item for such period
shall be increased by an amount equal to the additional operating and
maintenance expenses which would reasonably have been incurred during such
period by Landlord if it had at its own expense furnished such item of work or
services to such portion of the Building.

                                      -20-
<PAGE>

      3.11. through 3.15.  Intentionally Omitted.

      3.16. (a) Each Tax Statement and Operating Statement (individually, a
"Statement") given by Landlord pursuant to this Article 3 shall be conclusive
and binding upon Tenant (i) unless within 90 days after the giving of such
Statement, Tenant shall notify Landlord that it disputes the correctness of such
Statement, specifying, to the extent reasonably practicable, the particular
respects in which such Statement is claimed to be incorrect, and (ii) if such
disputes shall not have been settled by agreement, either party may submit the
dispute to expedited arbitration as provided in Section 34.06 within 150 days
after receipt of such Statement by Tenant; and pending the determination of such
dispute by agreement or arbitration as aforesaid, Tenant shall pay the
Additional Charges in question in accordance with such Statement, without
prejudice to Tenant's position. Nothing contained in the immediately preceding
sentence shall be deemed to relieve Tenant from its obligation to make payments
required by any Statement within the applicable time periods hereinabove set
forth in this Article 3, notwithstanding that Tenant may thereafter dispute any
such Statement within the 90 day period set forth in the first sentence of this
Section 3.16(a). If the dispute shall be determined in Tenant's favor, Landlord
shall forthwith pay to Tenant the amount of Tenant's overpayment resulting from
compliance with Landlord's Statement, together with interest thereon at the
Prime Rate from the date of each such overpayment; provided however, that if the
sums paid by Tenant pursuant to such Statement were more than 110% of the amount
which it is finally determined Tenant should have paid for the period in
question, then, unless such overpayment by Tenant was caused by a change in
facts or circumstances which Landlord could not reasonably foresee, the interest
on each overpayment shall be at the annual rate of two percentage points over
the Prime Rate, provided, however, if Landlord shall fail to pay to Tenant such
amounts within thirty (30) days after such dispute shall be determined in
Tenant's favor, Landlord shall permit Tenant to credit the amount due from
Landlord against subsequent payments of Rent. Notwithstanding the foregoing,
Landlord and Tenant each agree to promptly correct any arithmetic or computation
errors in any Statement of which it is advised in writing by the other party
within three years after the giving of such Statement, except that such three
year period shall be shortened to eighteen (18) months with respect to any such
Statement that is given after the expiration of the term of this lease.

            (b) Tenant, on not less than 3 days' prior notice given within one
hundred eighty (180) days of the receipt of any Operating Statement, may elect
to have Tenant's designated (in such notice) Audit Representative (as such term
is hereinafter defined) examine such of Landlord's books and records
(collectively "Records") as are directly relevant to the Operating Statement in
question, together with reasonable supporting data therefor. In making such
examination, Tenant agrees, and shall cause its Audit Representative to agree,
to keep confidential (i) any and all information contained in such Records and
(ii) the circumstances and details pertaining to such examination and any
dispute or settlement between Landlord and Tenant arising out of such
examination, except as may be required (A) by applicable Legal Requirements or
(B) by a court of competent jurisdiction or arbitrator or in connection with any
action or proceeding before a court of competent jurisdiction or arbitrator, or
(C) to Tenant's attorneys, accountants and other professionals in connection

                                      -21-
<PAGE>

with any dispute between Landlord and Tenant; and Tenant will confirm and cause
its Audit Representative to confirm such agreement in a separate written
agreement, if requested by Landlord. If Tenant shall not give such notice within
such one hundred eighty (180) day period, then the Operating Statement as
furnished by Landlord shall be conclusive and binding upon Tenant. Tenant shall,
at Tenant's expense, have the right to obtain copies and/or make abstracts of
the Records as it may request in connection with its verification of any such
Operating Statement, subject to the foregoing confidentiality provisions. For
purposes hereof, the term "Audit Representative" shall mean either (i) a
so-called "Big 5" firm of Certified Public Accountants or (ii) an employee of
Tenant who is a licensed Certified Public Accountant. Nothing contained herein
shall be deemed to affect Tenant's rights under the Existing Lease with respect
to any Operating Payment payable (or claimed to be payable) by Tenant under the
Existing Lease including, without limitation, Tenant's rights set forth in the
Existing Lease to examine Landlord's Records and the terms and conditions
governing such examination as set forth in the Existing Lease.

      3.17. Subject to the provisions of Section 26.03 of this lease, in the
event that any amount owing to Tenant hereunder and payable either in cash or by
means of credits against Rents has not been fully paid or credited to Tenant
prior to the Expiration Date or date of earlier termination of this lease,
Landlord shall promptly pay to Tenant the amount not theretofore paid or
credited to Tenant, together with any interest payable thereon pursuant to the
provisions of this lease. The provisions of this Section shall survive the
expiration or earlier termination of this lease.

                                    ARTICLE 4

                                   First Offer
                                   -----------

      4.01. (a) For purposes of this lease, the term "Potential Offer Space"
shall mean floors twenty-one (21) through and including twenty-three (23) of the
Building. If at any time during the term of this lease, Landlord or an Affiliate
of Landlord (as the case may be) shall desire to (1) lease any full floor(s) of
the Potential Offer Space or any portion of a floor of the Potential Offer Space
(such portion of a floor is herein called a "Partial Floor") which is (or will
be) "available for leasing" (except if the same is deemed not available for
leasing as provided in Section 4.10 hereof) or (2) lease or sublease any full
floor(s) or Partial Floor(s) of the Potential Offer Space which Landlord or an
Affiliate of Landlord has recaptured or elected to recapture from another tenant
of the Building (except if the same is deemed not available for leasing as
provided in Section 4.10 hereof), and which is (or will be) available for
underleasing, in either case for a term commencing on a date as of which there
will be not less than seven (7) years remaining in the term of this lease,
including any Extended Term (as hereinafter defined) as to which Tenant shall
have effectively exercised its option pursuant to Section 5.01 or as to which
Tenant shall exercise such option simultaneously with Tenant's election to lease
such space, then subject to the provisions of subsection 4.01(b), Landlord shall
give notice thereof (herein called "Landlord's Notice") to Tenant, which
Landlord's Notice:

                                      -22-
<PAGE>

                  (A) shall be given (i) in the case of one full floor or less
      of space, not less than six months (except as set forth clause (iii) of
      this paragraph) and not more than fourteen months prior to the expiration
      of the initial lease (as it may have been renewed or extended pursuant to
      the terms thereof) for the space in question, (ii) in the case of more
      than one full floor of space, not less than one year (except as set forth
      clause (iii) of this paragraph) and not more than two years prior to such
      expiration, and (iii) notwithstanding the foregoing, in the case of space
      which becomes available for any reason prior to the expiration of the
      lease for the space in question (including, without limitation, Landlord's
      recapture thereof pursuant to the terms of such lease), promptly after
      Landlord learns of such availability (or, in the case of recapture space,
      promptly after Landlord duly exercises its option to recapture such space,
      except as set forth in subsection 4.01(b) hereof),

                  (B) shall set forth the base rent (herein called the "Base
      Rent", i.e., the rent which is the equivalent of the Fixed Rent hereunder)
      at which Landlord or an Affiliate of Landlord (as the case may be) is
      willing to lease such space to Tenant, provided that (i) the Base Rent for
      such space shall be the fair market rental value for the term that such
      space is to be leased (which fair market rental value may include periodic
      rental increases) determined as of the date such space is to be included
      within the Premises in accordance with the provisions of Section 4.13
      below, and (ii) such space shall be leased on an "as is" basis except for
      damage by fire or other casualty, and Landlord shall be obligated to
      perform no work to prepare such space for Tenant's occupancy thereof
      except that Landlord shall, at its expense except as otherwise provided
      herein,

                        (1) at Tenant's sole cost and expense, install (or
            retrofit, if existing) submeters and all other necessary equipment
            and wiring to measure Tenant's consumption of electricity in such
            space,

                        (2) at Landlord's sole cost and expense, perform the
            following work in such space (herein called "Article 4 Landlord's
            Work"):

                              (x)   demolition of such space in accordance with
                                    Tenant's demolition plan therefor (or if no
                                    demolition plan is submitted to Landlord,
                                    Landlord shall completely demolish such
                                    space),

                              (y)   removal of all asbestos from such space, all
                                    of which asbestos shall be removed in
                                    compliance with all laws and requirements of
                                    any public authority having jurisdiction
                                    with respect to such asbestos condition and
                                    removal (Landlord shall be deemed to have
                                    removed all asbestos as required by the
                                    terms of this Section 4.01(a)(B)(2)(y), if

                                      -23-
<PAGE>

                                    despite Landlord removing such asbestos in
                                    compliance with all laws and requirements of
                                    any public authority having jurisdiction
                                    with respect to such asbestos removal and in
                                    accordance with good and sound asbestos
                                    removal practices there remains in the
                                    Premises a de minimis amount of asbestos,
                                    provided that Landlord shall deliver to
                                    Tenant an accurate form ACP-5 in connection
                                    therewith); provided however, Landlord shall
                                    not be obligated to remove any asbestos in
                                    any area of such space if Tenant shall
                                    notify Landlord not to remove such asbestos
                                    (unless required by laws or requirements of
                                    public authorities), and

                              (z)   refireproofing of such space as required by
                                    laws or requirements of any public
                                    authorities,

                        (3) clean, refurbish and balance the existing induction
            units in such space and replace any missing induction units so as to
            provide one induction unit in good working order in every second
            window bay of such space (herein called the "Induction Unit Work"),

                        (4) repair or replace all fixtures, floor and wall
            tiles, and perform other items of work required to put the core
            bathrooms located in such space in good working order and in
            Building standard condition with respect to the quantity and quality
            of the finish and fixtures therein (herein called the "Bathroom
            Repair Work"), and

                        (5) perform any and all work necessary in order to make
            the windows of such space leak-free (herein called the "Window
            Work"), and

                  (C)   the term of the  lease of such  space  shall be as set
forth in Section 4.03,

                  (D) shall set forth the minimum electric capacity which will
be available to such space, which Landlord agrees will be not less than an
average capacity of six (6) watts of demand load per usable square foot of such
space on a floor-by-floor basis (and Landlord further agrees that if more than
six (6) watts of demand load per usable square foot is serving such space at the
time that it becomes available for leasing to Tenant, Landlord shall not take
any steps to reduce such capacity), and

                  (E) shall set forth, in the case of space which becomes
available for any reason prior to the expiration of the lease for the space in
question, the date on which Landlord anticipates that such space will be vacant
and, in the case of recapture space, Landlord's good-faith estimate of the rent,
additional rent and other charges, if any, payable by Landlord for such space.

                                      -24-
<PAGE>

      The Induction Unit Work, the Bathroom Repair Work and the Window Work is
sometimes referred to herein collectively as the "Non-Contributory Work". The
Article 4 Landlord's Work and the Non-Contributory Work are sometimes referred
to herein collectively as the "Combined Article 4 Work".

      Tenant shall have the right, subject to the provisions of Section 4.02, to
elect (x) to lease the space specified in Landlord's Notice at the Base Rent set
forth in Landlord's Notice, or (y) to decline to lease such space, or (z) to
lease such space but to reject the Base Rent set forth in Landlord's Notice;
provided however, that if any Landlord's Notice shall be given for more than one
full floor in the Building, Tenant shall not be required to elect to lease all
the space which is the subject of such Landlord's Notice, except that if Tenant
shall elect to lease any of such space it shall do so for one or more full
floors, which floor(s) shall be contiguous with each other (if more than one
floor is leased and if any of the floors of such space are contiguous) or with
any portion of the Premises (if any floor of space offered is contiguous to any
portion of the Premises) and if not contiguous to the Premises is contiguous to
a floor occupied by a third party. Such election by Tenant may be exercised only
by Tenant's giving notice thereof (herein called "Tenant's Notice") to Landlord
within thirty (30) days from the giving of Landlord's Notice; and time shall be
of the essence with respect to the exercise of such election. If Tenant makes
the election provided for in clause (z) hereinabove, the disputed amount of the
Base Rent shall be determined by arbitration in accordance with Article 34 of
this lease; and if at the time of the commencement of the lease term for such
space, such determination has not yet been made, then pending such
determination, Tenant shall pay as Base Rent for each rentable square foot of
such space the then current rate of Fixed Rent per rentable square foot set
forth in this lease, without prejudice to Tenant's position or Landlord's
position and, in addition, Tenant shall pay increased Additional Charges on the
basis of the adjustment of Tenant's Proportionate Tax Share and Tenant's
Proportionate Operating Share described in Section 4.05 hereof. Upon the
arbitrators' determination of such Base Rent, Tenant shall promptly pay to
Landlord the amount of any underpayment of Base Rent by Tenant since the
commencement of such term, or Landlord shall promptly refund to Tenant the
amount of any overpayment of Base Rent since such commencement, in each case
together with interest from the date of each such underpayment or overpayment,
as the case may be, at the Prime Rate; provided however, that if any such
overpayment by Tenant for any period exceeds 10% of the amount of Base Rent
payable by Tenant for such period, the interest on the amount of such
overpayment for such period shall be at the annual rate of two percentage points
over the Prime Rate, provided, however, if Landlord shall fail to refund to
Tenant such amounts within thirty (30) days after such dispute shall be
determined in Tenant's favor, Landlord shall permit Tenant to credit the amount
due from Landlord against subsequent payments of Rent. In determining the Base
Rent the parties and, if applicable, the arbitrators, shall determine fair
market rental value in accordance with the provisions of Section 4.13 below.

                                      -25-
<PAGE>


            (b) Nothing contained in this lease shall be construed to obligate
Landlord to exercise any right that it may have to recapture Potential Offer
Space from any other tenant of the Building; provided, however, that in the
event that Landlord shall exercise any such right to recapture Potential Offer
Space from any other tenant of the Building, the provisions of this Article 4
shall apply to such space with the same force and effect as if such space had
become available to Landlord through lease expiration or otherwise, subject,
however, to (i) in the case of a recapture by sublease for a term less than the
remaining term of this lease (herein called an "Abbreviated Term"), Landlord's
inability to lease such recaptured space to Tenant for a term which extends
beyond such Abbreviated Term and (ii) any Non-Conforming Terms (as such term is
hereinafter defined). Notwithstanding the foregoing but subject to all of the
relevant requirements, terms and conditions of this Article 4, for so long as

                  (x)   the Tenant under this lease is a Bear Stearns Tenant
                        (as such term is defined in Section 8.02(g) hereof),
                        and

                  (y)   Tenant shall have a net worth computed in accordance
                        with generally accepted accounting principles
                        consistently applied (herein called a "Net Worth") not
                        less than $200,000,000,

in the event that any tenant of the Potential Offer Space shall offer in writing
to sublease (for a term that does not extend beyond the then-remaining term of
this lease) one or more full floors of the Potential Offer Space to Landlord
(herein called "Mandatory Recapture Space"), then, subject to Landlord obtaining
any consents that may be required from any Superior Parties, Landlord shall
notify Tenant of such offer and (i) the rental and other costs and
considerations which would be payable by Tenant to Landlord for such Mandatory
Recapture Space, to the extent known by Landlord, (ii) the term for which
Landlord would be required to recapture such Mandatory Recapture Space and (iii)
any terms and conditions pursuant to which Landlord would be required to
recapture such Mandatory Recapture Space which would prevent Landlord from
leasing such Mandatory Recapture Space to Tenant in strict conformity with the
terms and conditions hereinafter set forth for the leasing of recaptured space
to Tenant (herein called "Non-Conforming Terms"). Examples of Non-Conforming
Terms would include, but not be limited to: (i) restrictions on the permitted
use of any Mandatory Recapture Space which would be binding upon Landlord in
accordance with the terms of the lease between Landlord and the tenant of such
Mandatory Recapture Space and (ii) restrictions on the scope of alterations that
could be made by Landlord or anyone claiming by, through or under Landlord, to
any Mandatory Recapture Space which would be binding upon Landlord in accordance
with the terms of the lease between Landlord and the tenant of such Mandatory
Recapture Space. If Tenant shall, within ten (10) Business Days (or such earlier
date as required by the terms of such offer) after the date of such notice from
Landlord advise Landlord that it wishes to lease such Mandatory Recapture Space
in accordance with the provisions of this Article 4 (it being agreed that
notwithstanding anything to the contrary contained in this Article 4, Tenant
must elect to lease the entire space which Landlord is required to sublease from
the tenant of the Potential Offer Space) and it agrees to pay to Landlord all
costs and expenses incurred by Landlord in recapturing such Mandatory Recapture

                                      -26-
<PAGE>

Space, then Landlord shall enter into a sublease of such Mandatory Recapture
Space from the tenant thereof, and such Mandatory Recapture Space shall be
included within the Premises upon all the same terms and conditions of this
lease, except that

      (A)   the Base Rent for such space shall be the fair market rental value
            for the term that such Mandatory Recapture Space is to be leased
            (which fair market rental value may include periodic rental
            increases) determined as of the date such Mandatory Recapture Space
            is included within the Premises,

      (B)   such Mandatory Recapture Space shall be leased on an "as is" basis,
            except for damage by fire or other casualty, and Landlord shall be
            obligated to perform no work to prepare such space for Tenant's
            occupancy thereof except that Landlord, subject to any
            Non-Conforming Terms, shall (1) install submeters and all other
            necessary equipment and wiring at Tenant's cost and expense to
            measure Tenant's consumption of electricity in such space and (2)
            perform the Combined Article 4 Work in such Mandatory Recapture
            Space, and

      (C)   the term of the lease for such Mandatory Recapture Space shall be as
            set forth in Section 4.03,

provided however, that the Base Rent and additional rent and other charges for
such Mandatory Recapture Space shall in no event be less than the base rent and
additional rent and other charges payable by Landlord to the prior tenant for
such Mandatory Recapture Space (herein called the "Mandatory Recapture Rental
Alternative") and the term of this lease shall terminate with respect to such
Mandatory Recapture Space upon the expiration of the term of Landlord's
recapture thereof if the same shall be for a term less than the remaining term
of this lease, including any such Extended Terms. Notwithstanding any provisions
of this subsection 4.01(b) to the contrary, if Landlord receives a written offer
to sublease any Mandatory Recapture Space but the rental and other costs which
would be payable by Tenant to Landlord for such Mandatory Recapture Space is not
then ascertainable, Landlord shall advise Tenant of such written offer and if
Tenant shall respond in writing to Landlord within ten (10) Business Days after
the date of such notice that it wishes to lease such Mandatory Recapture Space,
then Landlord will negotiate in good faith with such other tenant for the
recapture of such Mandatory Recapture Space but Landlord shall not be obligated
to recapture such Mandatory Recapture Space and Tenant shall not be obligated to
lease such Mandatory Recapture Space unless and until Tenant shall agree in
writing that Tenant will pay such rental and other costs. Tenant shall notify
Landlord if Tenant elects to lease such Mandatory Recapture Space within ten
(10) days after Landlord has advised Tenant of the rent and other costs to lease
such Mandatory Recapture Space, and if Tenant fails to so advise Landlord of
such election within such ten (10) day period, Tenant shall be deemed to have
elected not to lease such Mandatory Recapture Space. In the event that Tenant
shall notify Landlord as aforesaid and agrees to pay the rental and other costs
for such Mandatory Recapture Space, then Landlord shall enter into a sublease of
such Mandatory Recapture Space from the tenant thereof, and such Mandatory
Recapture Space shall be included within the Premises upon all the terms and
conditions of this lease (except to the extent that such terms and conditions
must vary to comply with any Non-Conforming Terms) and the additional terms and

                                      -27-
<PAGE>

conditions set forth in this subsection 4.01(b). Notwithstanding anything to the
contrary contained herein, Landlord's obligations under this subsection 4.01(b)
shall be subject to the time periods set forth in Landlord's leases with tenants
of any Mandatory Recapture Space for Landlord to exercise its rights of
recapture thereunder.

            (c) Tenant shall reimburse Landlord within ten (10) days of
Landlord's demand therefor for one-half (1/2) of the cost incurred by Landlord
in performing Article 4 Landlord's Work in the space included in the Premises
pursuant to this Article 4; provided however, Tenant shall reimburse Landlord
for the entire incremental costs of performing Article 4 Landlord's Work in the
area of the Premises where Tenant has notified Landlord not to perform
demolition or to only perform partial demolition in such specified areas. Such
cost, including, without limitation, the cost for overhead, profit and general
conditions, shall be commercially competitive with the costs charged by other
contractors to perform comparable work in first class office buildings. If such
costs are not commercially competitive, Tenant shall only be obligated to
reimburse Landlord for one-half (1/2) (or all of the incremental cost, as the
case may be) of the commercially competitive costs which other contractors would
have charged for performing Article 4 Landlord's Work. If Tenant disputes that
the costs incurred by Landlord in performing Article 4 Landlord's Work are
commercially competitive, then Tenant shall so advise Landlord and such dispute
shall be resolved by arbitration in accordance with the provisions of Article 34
hereof. Pending resolution of such dispute Tenant shall pay the cost of Article
4 Landlord's Work as billed by Landlord, without prejudice to Tenant's position.
If the dispute shall be determined in Tenant's favor, Landlord shall forthwith
pay to Tenant the amount of Tenant's overpayment (if any) resulting from
Tenant's payment of the amount billed by Landlord for Article 4 Landlord's Work,
together with interest thereon at the Prime Rate from the date of such
overpayment; provided however, that if the sums paid by Tenant pursuant to
Landlord's bill for Article 4 Landlord's Work are more than 110% of the amount
which is finally determined Tenant should have paid, then the interest on such
overpayment shall be at the annual rate of 2 percentage points over the Prime
Rate. If Landlord shall fail to pay to Tenant such amounts within thirty (30)
days after such dispute shall be determined in Tenant's favor, Landlord shall
permit Tenant to credit the amount due from Landlord against subsequent payments
of Rent. Notwithstanding anything to the contrary contained herein, with respect
to any Mandatory Recapture Space leased by Tenant, if and to the extent that the
Mandatory Recapture Rental Alternative is in effect, Tenant shall reimburse
Landlord for one hundred percent (100%) of the cost incurred by Landlord in
performing the Combined Article 4 Work in the Mandatory Recapture Space.

            (d) If Tenant shall fail to make any election to lease space which
is the subject of a Landlord's Notice within thirty (30) days from the giving of
Landlord's Notice, or if Tenant shall elect not to take all of the space which
was the subject of Landlord's Notice in accordance with the terms and conditions
of this Article 4, Landlord shall be free to lease the space which Tenant failed
to timely elect to lease (herein called the "Rejected Offer Space") to any
person, and Landlord shall no longer be obligated during the remaining term of
this lease to offer such space to Tenant unless such space shall, after having
been leased to a third party, become available again to Landlord or an Affiliate
of Landlord for leasing or subleasing. Notwithstanding the foregoing, at any

                                      -28-
<PAGE>

time after the nine (9) month anniversary of the date of Landlord's Notice with
respect to a particular Rejected Offer Space, Tenant shall have the right to
give a notice to Landlord inquiring whether such Rejected Offer Space is still
available for leasing (herein called a "Second Opportunity Inquiry"). If Tenant
gives such a Second Opportunity Inquiry, then, unless Landlord has theretofore
agreed to lease, or is in active negotiations to lease, all or a portion of the
Rejected Offer Space in question (in which event Landlord shall promptly notify
Tenant of such state of facts), and subject to all of the terms and conditions
of this Article 4 (including, without limitation, the seven (7) year requirement
set forth in Section 4.01(a) hereof), Landlord shall, within ten (10) days after
its receipt of such Second Opportunity Inquiry, give a notice to Tenant (herein
called a "Second Opportunity Notice") offering to lease such Rejected Offering
Space to Tenant upon all of the terms and conditions set forth in this Article
4, except that (i) the thirty (30) day period for the giving of Tenant's Notice
shall be reduced to fifteen (15) days and (ii) if Tenant fails to give a
Tenant's Notice electing to lease such Rejected Offer Space within fifteen (15)
days after the giving of the Second Opportunity Notice, the provisions of this
sentence shall thereafter have no applicability to such Rejected Offer Space
(i.e., Tenant will not be given a third opportunity to lease such Rejected Offer
Space if it is not leased within an additional nine (9) month period). In the
event that Landlord is not required to give a Second Opportunity Notice because
Landlord is in active negotiations to lease all or a portion of the Rejected
Offer Space in question and such active negotiations are terminated without the
execution of a lease, Landlord shall promptly thereafter give a Second
Opportunity Notice to Tenant.

      4.02. Tenant shall not have the right to elect to lease space from
Landlord as provided in this Article 4 unless (i) at the time of Tenant's
election to lease such space, Tenant and/or its Affiliates and/or Service
Entities shall actually occupy at least 138,424 rentable square feet of the
office area (including, without limitation, any portion thereof leased to Tenant
pursuant to the provisions of this Article 4) and (ii) as of the projected date
of inclusion of such space in the Premises, there shall be not less than seven
(7) years remaining prior to the expiration of the then current term of this
lease, including any Extended Term (as hereinafter defined) as to which Tenant
shall have effectively exercised its option pursuant to Section 5.01 or as to
which Tenant shall exercise such option simultaneously with Tenant's election to
lease such space.

      4.03. If Tenant  elects to lease any space  from  Landlord  pursuant  to
subsection 4.01(a),  the term of such lease shall,  subject to the  provisions
of Section 4.07, commence on the latest to occur of

            (i) the day next following the date of expiration or earlier
      termination of the lease in question or, in the case of recapture space,
      the day next following the date on which the tenant of such space is
      required to surrender the same to Landlord or an Affiliate of Landlord,

            (ii)  the date on which such space becomes vacant,

            (iii) in the case of recapture space, the date of Tenant's Notice,
      or

                                      -29-
<PAGE>

            (iv)  the date Article 4 Landlord's Work in such space is completed,

and shall end upon the expiration of the then current term of this lease,
including any Extended Term as to which Tenant shall have effectively exercised
its option pursuant to Section 5.01 (except that if such space is space which
has been recaptured by Landlord from another tenant, the term of such lease
shall terminate upon the expiration of the term of Landlord's recapture if the
same shall be for a term less than the remaining term, including any such
Extended Term, of this lease). Landlord agrees that it shall complete the work
it is obligated to perform in any such space pursuant to this Article 4 (other
than Article 4 Landlord's Work) within a reasonable time after Tenant's request
therefor. The cost of the installation of submeters and all other necessary
equipment and wiring shall be at commercially competitive costs, and if Tenant
disputes that such costs are not commercially competitive, such dispute shall be
resolved by arbitration in accordance with the provisions of Article 34 hereof.
Notwithstanding anything to the contrary contained herein, with respect to any
Mandatory Recapture Space leased by Tenant, if and to the extent that the
Mandatory Recapture Rental Alternative is in effect, Tenant's obligation to
begin making payments to Landlord in accordance with such Mandatory Recapture
Rental Alternative shall commence on the same date on which Landlord is required
to begin making payments in accordance with such Mandatory Recapture Rental
Alternative to the prior tenant of such Mandatory Recapture Space, it being the
intent of the parties that Landlord shall not be required to recapture Mandatory
Recapture Space at a loss to Landlord.

      4.04. Upon written request by Tenant made from time to time, but not more
frequently than once in any 12 month period, Landlord will furnish Tenant for
information purposes only, with a schedule of Potential Offer Space availability
(herein called a "First Offer Availability Schedule"), showing any scheduled
expiration dates of existing leases for one full floor or more (including the
location of such floor(s)) and any renewal options or other relevant options to
which Tenant's rights may be subject pursuant to the terms hereof. Tenant shall
keep the information set forth on such schedule confidential and shall not
disclose the contents of any such schedule nor furnish a copy of such schedule
to any third party. Annexed hereto as Exhibit O is a First Offer Availability
Schedule which is accurate as of the date hereof.

      4.05. If Tenant shall effectively elect to lease space from Landlord as
provided in Section 4.01, then Landlord and Tenant shall execute, acknowledge
and deliver to each other an agreement in form reasonably satisfactory to the
parties, whereby such space shall be added to the Premises under this lease on
all the terms and conditions of this lease (to the extent not inconsistent with
the terms and conditions of this Article 4 and of Article 5 of this lease),
except that the Fixed Rent shall be increased by the Base Rent set forth in
Landlord's Notice or as determined by arbitration, as the case may be, and
Tenant's Proportionate Tax Share and Tenant's Proportionate Operating Share
shall be adjusted to reflect the rentable square feet of the space added to the
Premises.

      4.06. The exercise of any of Tenant's options or elections pursuant to any
section of this Article 4 at a time when any Event of Default has occurred and

                                      -30-
<PAGE>

is continuing or when Tenant and/or its Affiliates and/or Service Entities are
not actually occupying 138,424 rentable square feet of the office area of the
Building shall be void and of no effect, unless Landlord shall elect otherwise.
The termination of this lease during the original or any Extended Term (as
hereinafter defined) shall also terminate and render void all of Tenant's
options under the preceding Sections of this Article 4, whether or not the same
shall have been exercised; and nothing contained in this Article 4 shall prevent
Landlord from exercising any right or option granted to or reserved by Landlord
in this lease to terminate this lease. None of Tenant's options or elections set
forth in any of the preceding Sections of this Article 4 may be severed from
this lease or separately sold, assigned or transferred, and time shall be of the
essence with respect to the exercise of each of Tenant's options or elections
provided for in this Article 4.

      4.07. If Tenant shall effectively elect to lease any space from Landlord
pursuant to Section 4.01, but Landlord shall be unable to give possession of
such space on the scheduled commencement of the term of Tenant's lease for such
space because of the holding over or retention of possession of any tenant,
undertenant or occupant of such space, then subject to the provisions of Section
4.10 with respect to existing tenants (a) Landlord agrees to diligently exercise
all legal rights and remedies to dispossess any such holdover tenant,
undertenant or occupant, and (b) Landlord shall not be subject to any liability
for failure to give possession on such scheduled commencement date and the
validity of this lease shall not be impaired under such circumstances nor shall
the same be construed in any way to extend the term of this lease, but the Rents
and Additional Charges payable hereunder for such space shall be abated until
Landlord has tendered possession by giving notice to Tenant that such space is
ready for Tenant's occupancy. The provisions of this Section 4.07 are intended
to constitute "an express provision to the contrary" within the meaning of 223-a
of the New York Real Property Law. If Landlord shall be unable to give
possession of such space to Tenant by the date which is six months after the
scheduled commencement of the term of Tenant's lease for such space, Tenant, by
notice given to Landlord within 15 days after the expiration of such six month
period (time being of the essence with respect to such 15 day period) may
rescind Tenant's election to lease such space, in which case Landlord shall (i)
promptly return to Tenant any sums which Tenant shall have paid to Landlord with
respect to such space pursuant to subsection 4.01(c) hereof, and (ii) be free to
lease the space in question to any person as if Tenant had initially elected not
to lease such space. If Landlord shall fail to pay to Tenant any sums due to
Tenant within 30 days after Tenant shall have rescinded its election to lease
such space (or if Landlord shall dispute Tenant's contention that Landlord
failed to give possession of such space to Tenant within the six month period
therefor, then within 30 days after such dispute shall be resolved by
arbitration in accordance with Article 34), Landlord shall, after Tenant has
given Landlord five (5) Business Days prior notice of its intention to do so,
permit Tenant to credit such amount against subsequent payments of Rent.

      4.08. In the event that Tenant shall lease a Partial Floor from Landlord
pursuant to the provisions of this Article 4, then when the balance of the
applicable Partial Floor or any portion of the balance of such Partial Floor
shall become available to Landlord for leasing or subleasing, as the case may
be, such space shall be automatically included within the Premises on the same

                                      -31-
<PAGE>

terms and conditions set forth in subsections 4.01(a) and 4.01(b) hereof
(including, without limitation, the provisions thereof relating to determination
of Base Rent).

      4.09. Notwithstanding any language to the contrary contained in this
lease, Landlord and Tenant agree that the rights contained in this Article 4 are
for the sole benefit of the original Tenant named herein or any other Tenant
coming under the definition of a Bear Stearns Tenant set forth in Section
8.02(g) hereof, and Landlord shall not be obligated to make any offer described
in this Article 4 to any person or entity other than a Bear Stearns Tenant, nor
shall any person or entity other than a Bear Stearns Tenant be entitled to
exercise any right granted by this Article 4.

      4.10. For the purposes of this Article 4, space shall not be considered
available for leasing (or underleasing, as the case may be), and accordingly
shall not be offered by Landlord to Tenant pursuant to the provisions of Section
4.01 if and only if (i) such space is on the date of this lease subject to
current rights of existing tenants under their existing leases to lease such
space (including, without limitation, the right to extend the term thereof or
add additional space) and any such tenant shall elect to exercise its right to
lease such space pursuant to an express right, if any, contained in such lease
and then only during the period in which such lease is in effect, or (ii) the
existing tenant of such space shall elect to extend the term of its lease for
such space (whether or not such existing lease contains any rights of renewal or
extension). Annexed hereto as Exhibit O is a First Offer Availability Schedule
setting forth the rights of other tenants described in clause (i) of the
immediately preceding sentence.

      4.11. Tenant acknowledges that it shall not be Tenant's intent to lease
any space pursuant to this Article 4 in order to sublease such space to entities
other than Affiliates of Tenant or Service Entities, but the foregoing shall not
be construed to prohibit Tenant from subleasing such space to such entities in
accordance with Article 8.

      4.12. Any space leased to Tenant pursuant to this Article 4 is hereinafter
sometimes called "First Offer Space".

      4.13. In determining the Fixed Rent or Base Rent for any First Offer Space
pursuant to this Article 4 (as the case may be) the parties and, if applicable,
the arbitrators, shall take into account all relevant factors, including without
limitation (i) the fact that Article 3 shall apply to the First Offer Space with
the base factors set forth therein and (ii) the fact that such Space is being
leased in "as is" condition without any work letter (other than the Article 4
Landlord's Work), work allowance or other concessions and allowances then being
given by landlords of major office buildings to tenants entering into new leases
in New York, New York and without any brokerage commission payable.

                                    ARTICLE 5

      5.01. (a)   For purposes hereof:

                                      -32-
<PAGE>

            the term "First Five Year Option" shall mean Tenant's right to
extend the term of this lease for an additional term (herein called the "First
Extended Term") of five (5) years commencing on the day immediately following
the Expiration Date of the initial term of this lease (herein called the
"Commencement Date of the First Extended Term") and ending on the last day of
the month in which occurs the five (5) year anniversary of the Expiration Date
of the initial term of this lease;

            the term "Second Five Year Option" shall mean Tenant's right to
extend the term of this lease for an additional term (herein called the "Second
Extended Term") of five (5) years commencing on the day immediately following
the Expiration Date of the First Extended Term (herein called the "Commencement
Date of the Second Extended Term") and ending on the last day of the month in
which occurs the five (5) year anniversary of the Expiration Date of the Second
Extended Term. Tenant shall have the right to exercise the Second Five Year
Option only if Tenant shall have exercised the First Five Year Option;

            the term  "Option"  shall mean the First  Five Year  Option or the
Second Five Year Option, as the case may be; and

            the term "Extended Term" shall mean the First Extended Term or the
Second Extended Term, as the case may be.

            (b) The Option may be exercised only by Tenant's giving notice
(herein called the "Extension Election Notice") to that effect to Landlord not
later than 24 months prior to (x) the expiration of the initial term of this
lease with respect to the First Five year Option or (y) the expiration of the
First Extended Term, with respect to the Second Five Year Option. Time shall be
of the essence with respect to the exercise of such option. Subject to the
provisions of Section 5.02 of this lease, upon the giving of such notice the
term of this lease shall be extended in accordance with the terms hereof for the
Extended Term without the execution of any further instrument. Unless the
context shall otherwise require, the Extended Term shall be upon the same terms,
covenants and conditions of this lease as shall be in effect immediately prior
to such extension, except that (x) there shall be no right or option to extend
the term of this lease for any period of time beyond the expiration of the
Second Extended Term and (y) the Fixed Rent for each Extended Term shall be
determined as provided in Section 5.03.

      5.02. The exercise of the aforesaid option to extend the term of this
lease at a time when (i) any Event of Default has occurred and is continuing or
(ii) the original Tenant named herein and/or its Affiliates and/or Service
Entities shall not be in actual occupancy of 138,424 rentable square feet of
office space in the Premises, shall be void and of no force and effect unless
Landlord shall elect otherwise. The termination of this lease during the initial
term shall also terminate and render void any option or right on Tenant's part
to extend this lease for the Extended Term, whether or not such option or right
shall have been exercised; and nothing contained in this Article 5 shall prevent
Landlord from exercising any right or option granted to or reserved by Landlord
in this lease to terminate this lease. Tenant's option to extend the term of

                                      -33-
<PAGE>

this lease for the Extended Term may not be severed from this lease or
separately sold, assigned or otherwise transferred.

      5.03. The Fixed Rent for the Premises for the Extended  Term shall be an
amount equal to the higher of:

            (i)   100% of the fair market rental for the Premises (determined in
                  accordance with the provisions of this Section 5.03), less the
                  amount (until actually determined) of the reasonably estimated
                  Tax Payment and Operating Payment for the Premises on the
                  first day of the Extended Term (for example, if the fair
                  market rent is $100 per rentable square foot determined on a
                  gross basis, and assuming Tax Payments and Operating Payments
                  on the first day of the Extended Term total $20 per rentable
                  square foot as at the first day of the Extended Term, then the
                  Fixed Rent for the Premises would be $80 per rentable square
                  foot); or

            (ii)  the then Fixed Rent payable by Tenant under this lease for the
                  Premises (without giving effect to any rent abatement, setoff
                  or concession applicable to the Premises at such time).

Provided that Tenant shall have exercised its option to extend the term of this
lease in accordance with the terms of this Article 5, at least 6 months prior to
the commencement of the Extended Term, Landlord shall notify Tenant of
Landlord's estimate of the fair market rental value of the Premises for such
Extended Term. Within 60 days after the giving of such notice, Tenant shall
notify Landlord whether Tenant accepts or rejects Landlord's estimate. If Tenant
accepts such estimate or if Tenant fails to reject such estimate (in which event
such failure shall be deemed an acceptance), in either case within such 60-day
period, then the Fixed Rent for the Extended Term in question shall be the Fixed
Rent set forth in Landlord's estimate. If Tenant rejects Landlord's estimate
within such 60-day period, then the dispute shall be determined by arbitration
in accordance with Article 34 of this lease. If the Fixed Rent for the Extended
Term in question shall not have been determined (by arbitration or by agreement
between the parties) at the time of the commencement of such Extended Term, then
pending such determination Tenant shall pay Fixed Rent in accordance with
Landlord's estimate, without prejudice to Tenant's position. Upon the
determination of the Fixed Rent for such Extended Term, Tenant shall promptly
pay to Landlord any underpayment of Fixed Rent by Tenant since the commencement
of such Extended Term, together with interest thereon from the date of each such
underpayment at the Prime Rate, and, in the event of any overpayment of such
Fixed Rent by Tenant since the commencement of such Extended Term, Landlord
shall promptly refund to Tenant the amount thereof, together with interest
thereon from the date of each such overpayment at the Prime Rate; provided
however, that if any such overpayment by Tenant for any period exceeds 10% of
the amount of Fixed Rent payable by Tenant for such period, the interest on the
amount of such overpayment for such period shall be at the annual rate of two
percentage points over the Prime Rate. If Landlord shall fail to pay to Tenant
any amount payable to Tenant pursuant to the next preceding sentence within
thirty (30) days after the determination is made of the Fixed Rent for such

                                      -34-
<PAGE>

Extended Term, then Landlord shall permit Tenant to credit such amount against
subsequent payments of Rent. In determining the fair market rental for such
Premises at the time of the commencement of the Extended Term in question, the
arbitrators shall take into account all then-relevant factors including, without
limitation, (i) the fact that Article 3 shall remain in effect during the
Extended Term with Tax Payments and Operating Payments to be made on a "net"
basis, except that for purposes of determining the fair market rental, such
determination shall be made assuming that Tax Payments and Operating Payments
will be made on a "gross" basis using base factors equivalent to the then
current base tax year and then current base operating year and (ii) the fact
that the Premises is being leased in "as is" condition without any work letter,
work allowance or other concessions and allowances then being given by landlords
of major office buildings to tenants entering into new leases in new York, New
York and without any brokerage commission payable.

      5.04. It is expressly understood and agreed that notwithstanding anything
to the contrary contained in Section 5.03, for each Extended Term:

            (a)   the  Tax  Payments   shall  continue  to  be  determined  in
accordance  with the provisions of  Section 3.03 of this lease on a net basis;
and

            (b) the Operating Payments shall continue to be determined in
accordance with the provisions of Section 3.08 of this lease on a net basis.

      5.05. Notwithstanding any language to the contrary contained in this
lease, Landlord and Tenant agree that the rights contained in this Article 5 are
for the sole benefit of the original Tenant named herein or any other Tenant
coming under the definition of a Bear Stearns Tenant set forth in Section
8.02(g) hereof, and Landlord shall not be obligated to make any offer described
in this Article 5 to any person or entity other than a Bear Stearns Tenant, nor
shall any person or entity other than a Bear Stearns Tenant be entitled to
exercise any right granted by this Article 5.

                                    ARTICLE 6

            Subordination, Notice to Superior Lessors and Mortgagees
            --------------------------------------------------------

      6.01. (a) Subject to the provisions of Section 6.03 below, this lease, and
all rights of Tenant hereunder, are and shall be subject and subordinate to (i)
the Aetna Mortgage and (ii) the Merrill Lynch Mortgage (as those terms are
hereinafter defined), and each and every advance made or hereafter to be made
thereunder. In addition, subject to the provisions of Section 6.03, this lease
and all rights of Tenant hereunder are and shall be subject and subordinate to
(x) all mortgages which may hereafter affect the Land and/or the Building and to
each and every advance made or hereafter to be made under such mortgages, and
all renewals, modifications, replacements and extensions of such mortgages and
all spreaders and consolidations of such mortgages and (y) all ground leases,
overriding leases and underlying leases of the Land and/or the Building which
may hereafter affect the Land and/or the Building and all renewals,

                                      -35-
<PAGE>


modifications, replacements and extensions thereof. Any mortgage to which this
lease is, or shall be subject or subordinate may cover any lands and/or
buildings and/or leases other than the Land, the Building (and any rights,
easements and appurtenances pertaining thereto).

            (b) Except as expressly provided to the contrary in Section 6.03,
the subordination provisions of Section 6.01(a) shall be self-operative and no
further instrument of subordination shall be required. Any mortgage to which
this lease is, at the time referred to, subject and subordinate in accordance
with the provisions of this Article 6 is herein called a "Superior Mortgage" and
the holder of a Superior Mortgage is herein called a "Superior Mortgagee". Any
ground lease, overriding lease or underlying lease of the Land and/or the
Building to which this lease is, at the time referred to, subject and
subordinate in accordance with the provisions of this Article 6 is herein called
a "Superior Lease" and the holder of a Superior Lease is herein called a
"Superior Lessor". Each Superior Mortgagee and Superior Lessor is hereinafter
sometimes called a "Superior Party".

      6.02. If any act or omission of Landlord would give Tenant the right,
immediately or after lapse of a period of time, to cancel or terminate this
lease, or to claim a partial or total eviction, Tenant shall give written notice
(herein called a "Superior Party's Notice") of such act or omission to the
holder of each Superior Mortgage and each Superior Lease to which this lease is
subject and subordinate in accordance with the terms hereof (provided the name
and address thereof shall previously have been furnished to Tenant)
simultaneously with the delivery of such notice to Landlord. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in the lease, then any one or more of such Superior Mortgagees
and/or Superior Lessors entitled to receive a Superior Party's Notice in
accordance with the terms of the immediately preceding sentence shall have an
additional sixty (60) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
if within such sixty (60) days, such Superior Mortgagee and/or Superior Lessor
shall have commenced and is diligently pursuing the remedies necessary to cure
such default (including, but not limited to, commencement of foreclosure
proceedings, if necessary to effect such cure; provided, however, that if such
Superior Mortgagee and/or Superior Lessor shall not have been able to effect
such cure by reason of such Superior Mortgagee and/or Superior Lessor not having
had the right or ability to enter upon the Building and the Land, in no event
shall such additional time to cure be extended by more than an additional ninety
(90) days in order to allow such Superior Mortgagee and/or Superior Lessor to
obtain the right or ability to enter upon the Building and the Land to effect
such cure) in which event this lease shall not be terminated while such remedies
are being so diligently pursued. The provisions of this Section 6.02 shall not
impair, modify, delay or diminish Tenant's rights under Section 16.08 or
Tenant's rights to terminate this lease pursuant to Section 22.03 or 22.06 (in
the case of fire or other casualty), or Section 23.02 (in the case of
condemnation or eminent domain). The provisions of this Section 6.02 shall not
apply to a Superior Party which is an Affiliate of Landlord. In the event of any
conflict between the provisions of this Section 6.02 and the provisions of any
subordination, non-disturbance and attornment agreement between Tenant and a
Superior Party, the provisions of such subordination, non-disturbance and
attornment agreement shall govern.

                                      -36-

<PAGE>

      6.03. (a) Tenant hereby acknowledges receipt of two (2) fully-executed
counterparts each of an instrument (herein called a "Nondisturbance Agreement")
with respect to the Aetna Mortgage and the Merrill Lynch Mortgage in the forms
of Exhibit D-1 and D-2 annexed hereto (with such changes thereto as may have
been accepted by Tenant prior to execution thereof). Landlord shall cause each
Superior Party (other than the respective holders of the Aetna Mortgage and the
Merrill Lynch Mortgage), as a condition precedent to the subordination of this
lease to the Superior Mortgage or Superior Lease of the Superior Party in
question, to execute, acknowledge and deliver to Tenant a Nondisturbance
Agreement in the form of Exhibit D-3 attached hereto with respect to a Superior
Mortgage or Exhibit D-4 attached hereto with respect to a Superior Lease, with
such reasonable modifications as the holder of such Superior Mortgage or
Superior Lease shall require, provided that such modifications do not increase
Tenant's obligations or adversely affect Tenant's rights (which Tenant shall
promptly execute and deliver to the Superior Party). Without limiting the
foregoing provisions of this Section 6.03, Tenant agrees to execute a
Nondisturbance Agreement in substantially the form annexed hereto as (i) Exhibit
D-3 with respect to a Superior Mortgage, provided that any variations from the
provisions of Exhibit D-3 do not adversely affect the rights or increase the
obligations (other than to a de minimis, non-monetary extent) of Tenant under
this lease or (iii) Exhibit D-4 with respect to a Superior Lease, provided that
any variations from the provisions of Exhibit D-4 do not adversely affect the
rights (other than to a de minimis, non-monetary extent) of Tenant under this
lease. Notwithstanding anything in this lease to the contrary, and without in
any way diminishing the obligations or increasing the rights of Tenant set forth
in the immediately preceding sentence, from and after the date on which the
holder of a Superior Mortgage or Superior Lease delivers to Tenant a
Nondisturbance Agreement meeting the requirements of the immediately preceding
sentence, this lease shall be subject and subordinate to the applicable Superior
Mortgage or Superior Lease upon all of the terms and conditions set forth in
such Nondisturbance Agreement, without respect to whether or when Tenant
executes and delivers such Nondisturbance Agreement in recordable form.

            (b) Notwithstanding anything to the contrary contained herein, if,
after the date hereof, a Superior Mortgage or Superior Lease shall be entered
into by Landlord and, at such time, an Event of Default shall have occurred and
then be continuing, then:

                  (i)   Landlord shall not be required, as a condition precedent
                        to the subordination of this lease to the Superior
                        Mortgage or Superior Lease of the Superior Party in
                        question, to cause such Superior Party to execute,
                        acknowledge and deliver to Tenant a Nondisturbance
                        Agreement in the form of Exhibit D-3 attached hereto
                        with respect to a Superior Mortgage or Exhibit D-4
                        attached hereto with respect to a Superior Lease, and

                  (ii)  if Landlord does not so cause such Superior Party to
                        execute, acknowledge and deliver to Tenant a
                        Nondisturbance Agreement, this lease shall be subject
                        and subordinate to such Superior Mortgage or Superior
                        Lease, as the case may be, upon all of the terms and

                                      -37-

<PAGE>

                        conditions set forth in Exhibit D-3 attached hereto with
                        respect to a Superior Mortgage or Exhibit D-4 attached
                        hereto with respect to a Superior Lease, and such
                        Superior Party have all of the rights set forth therein
                        with respect to such Event of Default.

            (c) In the event of any conflict between the provisions of this
Section 6.03 and the provisions of any subordination, non-disturbance and
attornment agreement between Tenant and a Superior Party, the provisions of such
subordination, non-disturbance and attornment agreement shall govern.

                                    ARTICLE 7

                                 Quiet Enjoyment
                                 ---------------

      7.01. Tenant shall peaceably and quietly have, hold and enjoy the Premises
without hindrance, ejection or molestation by Landlord or any person lawfully
claiming through or under Landlord, subject, nevertheless, to the provisions of
this lease (including, without limitation, Section 36.04 and the definition of
"Landlord" set forth in Article 38 hereof) and to Superior Mortgages and
Superior Leases (subject to the terms and conditions of the applicable
Nondisturbance Agreements).

                                    ARTICLE 8

                      Assignment, Subletting and Mortgaging
                      -------------------------------------

            The Seventh Amendment to the Existing Lease grants to Tenant the
            right, subject to the terms and conditions set forth therein, to
            surrender to Landlord prior to the scheduled expiration date thereof
            the portions of the premises demised thereunder other than the
            Premises demised to Tenant pursuant to this lease (herein called the
            "Excess Space"). If, after the date hereof but prior to the
            Commencement Date, Tenant wishes to enter into a sublease with
            respect to all or a portion of the Premises under the Existing Lease
            and this lease for a sublease term expiring during the term of this
            lease, the terms and conditions of this Article 8 shall govern the
            respective rights and obligations of Landlord and Tenant with
            respect to such proposed sublease. If, after the date hereof but
            prior to the Commencement Date, Tenant wishes to enter into an
            assignment of the Existing Lease and this lease, and Tenant shall
            have, prior to the proposed effective date of such assignment,
            surrendered to Landlord all of the Excess Space in accordance with
            the terms and conditions of the Seventh Amendment, the terms and
            conditions of this Article 8 shall govern the respective rights and
            obligations of Landlord and Tenant with respect to such proposed
            assignment.

                                      -38-

<PAGE>

      8.01. Except as otherwise provided in this Article 8, Tenant shall not,
whether voluntarily, involuntarily, or by operation of law or otherwise (i)
assign or otherwise transfer this lease or the term and estate hereby granted,
(ii) sublet the Premises or any part thereof, or allow the same to be used,
occupied or utilized by anyone other than Tenant, or (iii) mortgage, pledge,
encumber or otherwise hypothecate this lease or the Premises or any part thereof
in any manner whatsoever, without in each instance obtaining the prior written
consent of Landlord.

      8.02. (a) Except as provided in Section 8.02(e) hereof, if Tenant is a
corporation, the provisions of subdivision (i) of Section 8.01 shall apply to a
transfer (by one or more transfers) of a majority of the stock of Tenant, or any
other mechanism, such as the issuance of additional stock, a stock voting
agreement or change in class(es) of stock, which results in a change of control
of Tenant, as if such transfer of stock which results in a change of control of
Tenant or other mechanism which results in a change of control of Tenant were an
assignment of this lease; provided, however, that the provisions of Section 8.01
shall not apply to any such transfer (and such transfer shall be permitted
without the consent of Landlord) resulting in a change of control of Tenant or
other mechanism resulting in a change of control of Tenant if immediately
thereafter, Tenant has a Net Worth not less than $200,000,000 and evidence
reasonably satisfactory to Landlord of such Net Worth shall have been delivered
to Landlord prior to the effective date of any such change of control or
promptly after the effective date of any such change of control.

            (b) Further, Tenant shall have the right, without the consent of
Landlord, to assign its interest in this lease (i) if Tenant is a corporation,
to any corporation which is a successor to Tenant either by merger or
consolidation, or (ii) to a purchaser of all or substantially all of Tenant's
assets, provided and upon condition that in either of such events

                  (1) the principal purpose of the transaction which includes
      such assignment shall not be the acquisition of Tenant's interest in this
      lease,

                  (2) after giving effect to such transaction, any such assignee
      shall, have a Net Worth not less than $200,000,000, and

                  (3) proof reasonably satisfactory to Landlord of such Net
      Worth shall have been delivered to Landlord within 10 days after the
      earlier to occur of (i) public announcement of such transaction and (ii)
      the effective date of any such transaction.

            (c) Tenant also shall have the right, upon prior notice to Landlord
but without Landlord's consent, to assign this lease to any Affiliate (as
hereinafter defined) of Tenant; provided that (i) such Affiliate has a Net Worth
not less than $200,000,000 and proof reasonably satisfactory to Landlord of such
Net Worth shall have been delivered to Landlord prior to the effective date of
such assignment.

                                      -39-

<PAGE>

            (d) If Tenant is a partnership or joint venture or limited liability
company (herein called a "LLC") or other entity, the provisions of subdivision
(i) of Section 8.01 shall apply with respect to a transfer, by one or more
transfers, of an interest in the distributions of profits and losses of such
partnership, joint venture or LLC or other entity which results in a change of
control of Tenant or any other mechanism, such as the creation of additional
general partnership or limited partnership interests, which results in a change
of control of Tenant, as if such transfer of an interest in the distributions of
profits and losses which results in a change of control of Tenant or other
mechanism which results in a change of control of Tenant were an assignment of
this lease; provided, however, that, in either case, the provisions of
subdivision (i) of Section 8.01 shall not apply to any such transfer (and such
transfer shall be permitted without the consent of Landlord) resulting in a
change of control of Tenant or other mechanism resulting in a change of control
of Tenant if

                  (1)   the acquisition of Tenant's  interest in this lease is
      not the principal purpose of any such actions, and

                  (2)   such  actions do not reduce or diminish  the Net Worth
      of Tenant below $200,000,000, and

                  (3) proof reasonably satisfactory to Landlord of such Net
      Worth is delivered to Landlord within 10 days after the occurrence of any
      such actions.

            (e) The transfer of shares of stock of Tenant (if Tenant is a
corporation or trust), for purposes of this Article 8, shall not be deemed an
assignment of this lease or otherwise have any consequences under this lease in
the case of (i) the sale of shares by persons which sale is effected through the
"over-the-counter market" or through any recognized stock exchange, or (ii) the
sale of shares in connection with a public offering of shares of Tenant.

            (f) For purposes of this lease, the term "control" shall mean, in
the case of a corporation, ownership or voting control, directly or indirectly,
of at least fifty percent (50%) of all the voting stock, and in case of a joint
venture, partnership or LLC, or similar entity, ownership, directly or
indirectly, of at least fifty percent (50%) of all the general or other
partnership or membership (or similar) interests therein. Notwithstanding the
foregoing, a person or entity shall be deemed to have "control" of a public
corporation if it is the largest shareholder of such corporation and owns or has
voting control over not less than twenty-five percent (25%) of all the voting
stock of such corporation.

            (g) For so long as the Tenant under this lease is the Tenant named
herein or an entity to which the Tenant named herein has assigned (or has been
deemed to assign) this lease in accordance with the provisions of this Section
8.02 hereof without Landlord's consent being required, such Tenant shall be
deemed to be a "Bear Stearns Tenant".

                                      -40-

<PAGE>

      8.03. Tenant shall have the right, upon notice to Landlord but without
being required to obtain Landlord's consent or being subject to any right of
recapture pursuant to Section 8.08 hereof, to sublease or permit all or any
portion of the Premises to be sublet or occupied by (i) any Affiliate of Tenant
or (ii) any "Service Entities" (as that term is hereinafter defined); provided
however, such Service Entities shall not occupy in excess of two (2) full floors
of the Premises, under a written sublease or license agreement, a true copy of
which shall be delivered by Tenant to Landlord promptly after the execution and
delivery thereof. For the purposes of this lease, the term "Service Entities"
shall mean persons which (i) receive or provide clearing services from or to,
Tenant or its Affiliates in accordance with the rules and regulations for the
provision of such services promulgated by the New York Stock Exchange, the
Securities and Exchange Commission and/or any other governmental regulatory
agency, and their respective successors, or (ii) are engaged as a material
portion of their business (i.e., more than 50% of their gross receipts) in
providing services to Tenant or to Affiliates of Tenant in connection with the
customary conduct of Tenant's or its Affiliates' business. If any Affiliate
entity shall cease to be an Affiliate of Tenant, then such entity may continue
to sublease or occupy any part of the portion(s) of the Premises it has
subleased or occupied as an Affiliate of Tenant, as the case may be, provided
and upon condition that (x) the principal purpose of the transaction which
results in such entity no longer being an Affiliate of Tenant is not the
acquisition of such Affiliate's interest in its sublease or other occupancy
agreement, (y) the sublease shall comply with the provisions of Section 8.13
hereof, and (z) from and after the date such entity ceases to be an Affiliate of
Tenant, the provisions of Section 8.14 hereof shall be applicable to such
subletting.

      8.04. If this lease be assigned, whether or not in violation of the
provisions of this lease, Landlord may collect rent from the assignee. If the
Premises or any part thereof are sublet or used or occupied by anybody other
than Tenant, whether or not in violation of this lease, Landlord may, after any
Event of Default has occurred, collect rent from the subtenant or occupant. In
either event, Landlord shall apply the net amount collected to the Fixed Rent
and Additional Charges herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
Section 8.01 or any other provision of this lease, or the acceptance of the
assignee, subtenant or occupant as tenant, or a release of Tenant from the
performance by Tenant of Tenant's obligations under this lease. The consent by
Landlord to any assignment, mortgaging, subletting or use or occupancy by others
shall not in any way be considered to relieve Tenant from obtaining the express
written consent of Landlord to any other or further assignment, mortgaging or
subletting or use or occupancy by others not expressly permitted by this
Article. References in this lease to use or occupancy by others (that is, anyone
other than Tenant) shall not be construed as limited to subtenants and those
claiming under or through subtenants but as including also licensees and others
claiming under or through Tenant, immediately or remotely.

      8.05. Any assignment or transfer, whether made with Landlord's consent
pursuant to Section 8.01 or without Landlord's consent pursuant to Section 8.02
(excluding, however, deemed assignments pursuant to Sections 8.02(a) and (d)
hereof), shall be made only if, and shall not be effective until, the assignee
shall execute, acknowledge and deliver to Landlord an agreement in form and
substance reasonably satisfactory to Landlord whereby the assignee shall assume,

                                      -41-

<PAGE>

from and after the effective date of such assignment (or, in the case of an
entity which has purchased all or substantially all of Tenant's assets or which
is a successor to Tenant by merger, acquisition, consolidation or change of
control, from and after the Commencement Date) the obligations of this lease on
the part of Tenant to be performed or observed and whereby the assignee shall
agree that the provisions of this Article 8 shall, notwithstanding such
assignment or transfer, continue to be binding upon it in respect of all future
assignments and transfers. The original named Tenant (and any subsequent
assignor of this lease) covenants that, notwithstanding any assignment or
transfer, whether or not in violation of the provisions of this lease, and
notwithstanding the acceptance of any of the Fixed Rent and/or Additional
Charges by Landlord from an assignee, transferee, or any other party, the
original named Tenant (and any subsequent assignor of this lease) shall remain
fully liable for the payment of the Fixed Rent and Additional Charges and for
the other obligations of this lease on the part of Tenant to be performed or
observed.

      8.06. (a) For purposes of this Article 8, the term "Short Term Sublease"
shall mean a sublease for a term of three years or less, which sublease does not
contain any renewal or extension provisions; provided that (i) any such
subleases do not, in the aggregate, demise all or substantially all of the
Premises and (ii) any such subleases are made to entities with which Tenant has
a significant business relationship and a reasonable need to have such entities
located at the Premises to facilitate or enhance such business relationship;
further provided however, that a sublease for a term of three years or less
which does not contain any renewal or extension provisions, but is for space
which had been previously sublet within one year prior to the commencement of
the term of the proposed sublease and is with the same entity or an entity which
is comprised of substantially all of the same principals as the previous
subtenant or is an Affiliate of the previous subtenant, shall not be considered
a Short Term Sublease for the purposes of this Article 8.

            (b) For purposes of this Article 8, the term "Landlord Developed
Occupant" shall mean any person which is then an occupant of any part of the
Building or any person which, directly or indirectly, controls, is controlled
by, or is under common control with any person who is then an occupant of any
part of the Building.

            (c) The joint and several liability of Tenant and any immediate or
remote successor in interest of Tenant and the due performance of the
obligations of this lease on Tenant's part to be performed or observed shall not
be discharged, released or impaired in any respect by any agreement or
stipulation made by Landlord extending the time of, or modifying any of the
obligations of, this lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this lease; provided however, that in the case of any
modification of this lease after an assignment of this lease which increases the
obligations or reduces the rights of Tenant, Tenant herein named (and any
successor prior in title to the assignee Tenant who executed such modification)
shall not be liable for any such increase, and shall not be bound by such
reduction in rights, unless it has given its written consent thereto.

                                      -42-

<PAGE>

            (d) The listing of any name other than that of Tenant, whether on
the doors of the Premises or the Building directory, or otherwise, shall not
operate to vest any right or interest in this lease or in the Premises, nor
shall it be deemed to be the consent of Landlord to any assignment or transfer
of this lease or to any sublease of the Premises or to the use or occupancy
thereof by others.

      8.07. (a) 1. Except for any assignment which does not require Landlord's
consent pursuant to Section 8.02 hereof, if Tenant shall at any time or times
during the term of this lease desire to assign this lease, Tenant shall give
notice thereof (herein called an "Assignment Recapture Offer Notice") to
Landlord, which notice shall set forth: (i) Tenant's intention to assign this
lease in whole, it being understood and agreed that partial assignments of this
lease are not permitted hereunder, (ii) the proposed date upon which the
Premises are intended to be vacated by Tenant, and (iii) Tenant's reasonably
detailed computation of the full consideration which Tenant would be willing to
accept from or pay to a third party (including, for purposes of Section 8.08
hereof, the timing of, and conditions to, payments with respect thereto) in
connection with an assignment of this lease, including, without limitation, the
work contribution, if any, the sums which Tenant is willing to accept from an
assignee for the sale or rental of any of Tenant's leasehold improvements,
furniture, fixtures, equipment or other personal property, and all other
material business terms pursuant to which Tenant would be willing to assign this
lease to a third party. Each Assignment Recapture Offer Notice shall be deemed
an irrevocable (for the duration of the Assignment Recapture Period) offer from
Tenant to Landlord whereby Landlord may, at its option, (i) have this lease
assigned to it or its designee or (ii) terminate this lease. Said irrevocable
(for the duration of the Assignment Recapture Period) option may be exercised by
Landlord only by notice (herein called "Landlord's Assignment Recapture Notice")
given to Tenant at any time within thirty (30) days after such Assignment
Recapture Offer Notice has been given by Tenant to Landlord (herein called the
"Assignment Recapture Period"); and during such Assignment Recapture Period,
Tenant shall not assign this lease to any person.

                  2. Either concurrently with the giving of an Assignment
Recapture Offer Notice, or at any time thereafter (but in no event later than
two hundred forty (240) days after the expiration of the Assignment Recapture
Period), Tenant shall have the right to give Landlord a notice (herein called
the "Conditional Assignment Consent Request Notice") requesting Landlord's
consent to an assignment of this lease on the non-economic material terms set
forth in the Assignment Recapture Offer Notice (except for deviations of a
non-material nature) and on economic terms that are not substantially different
from (as hereafter defined) the economic terms described in the Assignment
Recapture Offer Notice (herein called "Landlord's Conditional Assignment
Consent"), subject only to Landlord's receipt of:

                        (x)   an assignment and assumption agreement in form
                              reasonably satisfactory to Landlord (sometimes
                              herein called the "Assignment Document")
                              containing the non-economic material terms set
                              forth in the Assignment Recapture Offer Notice

                                      -43-

<PAGE>

                              (except for deviations of a non-material nature)
                              and economic terms which are not substantially
                              different from (as hereinafter defined) the
                              economic terms set forth in the Recapture Offer
                              Notice,

                        (y)   the Consent Agreement in the form attached hereto
                              as Exhibit K (with such revisions thereto that do
                              not adversely affect the rights of Landlord or
                              increase the obligations of Landlord thereunder),
                              signed by both Tenant and the proposed assignee,
                              and

                        (z)   the amounts, if any, required to be paid to
                              Landlord pursuant to Section 8.11(c)(vii) hereof.

The Conditional Assignment Consent Request Notice shall set forth (A) the
identity of the proposed assignee, the nature of its business and its proposed
use of the Premises, all in reasonable detail, (B) current financial information
with respect to the proposed assignee, including, without limitation, its most
recent financial report, to the extent available, which financial information
Landlord shall keep confidential and not disclose to third parties other than
Landlord's lenders, financial advisors and counsel, or in connection with any
litigation or arbitration in connection with the proposed assignment of this
lease to the proposed assignee, or if required by subpoena or other valid legal
process, and (C) the material business terms of the proposed assignment. In the
event that Tenant fails to give a Conditional Assignment Consent Request Notice
on or before the date that is two hundred forty (240) days after the expiration
of the Assignment Recapture Period, or if the Conditional Assignment Consent
Request Notice shall set forth business terms which are substantially more
favorable (as hereinafter defined) to the proposed assignee than the material
business terms set forth in the Assignment Recapture Office Notice, then, in
either such case, Tenant shall again comply with all of the provisions of this
Section 8.07 before assigning this lease.

            (b) 1. Except for any Short Term Sublease or any sublease which does
not require Landlord's consent pursuant to Section 8.02 or 8.03 hereof, if
Tenant shall at any time or times during the term of this lease desire to sublet
all or part of the Premises, Tenant shall give notice thereof (herein called the
"Sublease Recapture Offer Notice") to Landlord, which notice shall set forth (i)
the area proposed to be sublet, (ii) the term of the proposed subletting and the
date the area to be sublet is intended to be vacated by Tenant, (iii) the
proposed subrental rate, work contributions, if any, periods of rent-free
occupancy, if any, and the sums which Tenant would be willing to accept from a
subtenant for the sale or rental of any of Tenant's leasehold improvements,
furniture, fixtures, equipment or other personal property, and all other
material business terms pursuant to which Tenant would be willing to enter into
a sublease with a third party, (iv) for purposes of Section 8.10(e)(iii), the
respective responsibilities of the parties with respect to the costs of
performing such alterations as may be required or reasonably necessary to
physically separate the subleased space from the balance of the Premises and to
comply with any laws and requirements of public authorities relating to such
separation and (v) for purposes of Section 8.10(e)(iv) hereof, the obligations
of the proposed subtenant with respect to the removal of alterations and the

                                      -44-

<PAGE>

restoration of the sublet space at the expiration of the sublease term. Each
Sublease Recapture Offer Notice shall be deemed an irrevocable (for the duration
of the Sublease Recapture Period) offer from Tenant to Landlord (herein called a
"Sublease Recapture Offer") whereby Landlord (or Landlord's designee) may, at
its option, either (i) sublease all, but not less than all, of such proposed
sublet space from Tenant upon the terms and conditions hereinafter set forth or
(ii) terminate this lease (if the proposed transaction is a sublease of all or
substantially all of the Premises for a term (including renewal or extension
options) for all or substantially all of the balance of the term of this lease).
As used in this lease, a term "for substantially all of the balance of the term
of this lease" shall mean a term ending during the last two years of the term of
this lease (as the same may be extended), and "substantially all of the
Premises" shall mean 90% or more of the rentable square feet of the Premises.
Said option may be exercised by Landlord only by notice (herein called
"Landlord's Sublease Recapture Notice") given to Tenant at any time within
twenty (20) days (or thirty (30) days in the case of a proposed sublease for all
or substantially all of the Premises) after such Sublease Recapture Offer Notice
has been given by Tenant to Landlord (herein called the "Sublease Recapture
Period"); and during such Sublease Recapture Period, Tenant shall not sublet
such space to any person.

                  2. Either concurrently with the giving of a Sublease Recapture
Offer Notice, or at any time thereafter (but in no event later than the date
that is two hundred forty (240) days after the expiration of the Sublease
Recapture Period), Tenant shall have the right to give Landlord a notice (herein
called the "Conditional Sublease Consent Request Notice") requesting Landlord's
consent to a sublease on the non-economic material terms set forth in the
Sublease Recapture Offer Notice (except for deviations of a non-material nature)
and on economic terms which are not substantially different from the economic
terms described in the Sublease Recapture Offer Notice (herein called
"Landlord's Conditional Sublease Consent"), subject only to Landlord's receipt
of:

                        (x)   a sublease (herein called the "Sublease Document")
                              meeting all of the requirements set forth in
                              Section 8.13 hereof and containing the
                              non-economic material terms set forth in the
                              Sublease Recapture Offer Notice (except for
                              deviations of a non-material nature) and economic
                              terms which are not substantially different from
                              the economic terms set forth in the Sublease
                              Recapture Offer Notice,

                        (y)   the Consent Agreement in the form attached hereto
                              as Exhibit E (with such revisions thereto that do
                              not adversely affect the rights of Landlord or
                              increase the obligations of Landlord thereunder),
                              signed by both Tenant and the proposed subtenant,
                              and

                        (z)   the amounts, if any, required to be paid to
                              Landlord pursuant to Section 8.11(c)(vii) hereof.

                                      -45-

<PAGE>

The Conditional Sublease Consent Request Notice shall set forth (A) the identity
of the proposed subtenant, the nature of its business and its proposed use of
the Premises, all in reasonable detail, (B) the proposed subtenant's alteration
and restoration obligations for purposes of Section 8.10(e), to the extent the
cost of same is to be paid for by the proposed subtenant, and (C) the material
business terms of the proposed sublease. In the event that Tenant fails to give
a Conditional Sublease Consent Request Notice on or before the date that is two
hundred forty (240) days after the expiration of the Sublease Recapture Period,
or if the Conditional Sublease Consent Request Notice shall set forth business
terms which are substantially more favorable to the proposed subtenant than the
material business terms set forth in the Sublease Recapture Office Notice, then,
in either such case, Tenant shall again comply with all of the provisions of
this Section 8.07 before entering into any sublease of all or any portion of the
Premises.

            (c) In the event that Landlord does not give a Landlord's Assignment
Recapture Notice within the thirty (30) day period provided for in Section
8.07(a) above, Tenant shall have the right to give a written notice to Landlord
(herein called a "Tenant's Assignment Recapture Waiver Notice") to the effect
that unless Landlord gives Tenant a Landlord's Assignment Recapture Notice
within seven (7) Business Days after Landlord's receipt of such Tenant's
Assignment Recapture Waiver Notice, Landlord shall be deemed to have waived its
right to exercise its option set forth in said Section 8.07 (a) with respect to
the Assignment Recapture Offer Notice in question.

            (d) In the event that Landlord does not give a Landlord's Sublease
Recapture Notice within the twenty (20) day period or thirty (30) day period, as
applicable, provided for in Section 8.07(b) above, Tenant shall have the right
to give a written notice to Landlord (herein called a "Tenant's Sublease
Recapture Waiver Notice") to the effect that unless Landlord gives Tenant a
Landlord's Sublease Recapture Notice within five (5) Business Days (or seven (7)
Business Days in the case of a proposed sublease for all or substantially all of
the Premises) after Landlord's receipt of such Tenant's Sublease Recapture
Waiver Notice, Landlord shall be deemed to have waived its right to exercise its
option set forth in said Section 8.07 (b) with respect to the Sublease Recapture
Offer Notice in question.

      8.08. If Landlord exercises its option to have this lease assigned to it
(or its designee) in the case where Tenant desires to assign this lease, then
Tenant shall assign this lease to Landlord (or Landlord's designee) by an
assignment and assumption agreement in form reasonably satisfactory to Landlord
and Tenant and conforming with the terms contained in the Assignment Recapture
Offer Notice, which assignment and assumption agreement will be executed by
Landlord (or its designee) and Tenant within ten (10) days after Landlord
exercises its option to have this lease assigned to it (or its designee). Such
assignment shall be effective on the date the proposed assignment was to be
effective (but in no event shall such assignment be effective sooner than sixty
(60) days after the date of Landlord's Assignment Recapture Notice unless
Landlord waives this condition in its sole discretion). If the Assignment
Recapture Offer Notice contemplated one or more payments by the proposed
assignee to Tenant in connection with the proposed assignment, Landlord (or
Landlord's designee) shall pay such amounts to Tenant as and when such amounts
were to be due and payable as set forth in the Assignment Recapture Offer

                                      -46-

<PAGE>

Notice; provided, however, that the provisions of Section 8.14 hereof shall
apply to any such payments with the same force and effect as if such payments
were being made to Tenant by an assignee in connection with an assignment of
this lease consented to by Landlord and, to the extent, if any, that such
payments constitute Assignment Profit, Landlord (or its designee) shall deduct
from such payments an amount equal to Landlord's Profit Share of any such
Assignment Profit, computed in accordance with the provisions of Section 8.14
hereof. If the Assignment Recapture Offer Notice contemplated the receipt by the
proposed assignee from Tenant of any consideration or concessions in connection
with the proposed assignment, then Tenant shall pay such consideration (as
Additional Charges hereunder) and/or grant any such concessions to Landlord (or
Landlord's designee) as and when such amounts were to be due and payable (or
concessions were to be granted) as set forth in the Assignment Recapture Offer
Notice. From and after the effective date of any assignment of this lease to
Landlord (or its designee), Tenant shall be released from all obligations and
liabilities thereafter arising under this lease.

      8.09. (a) If Landlord exercises its option to terminate this lease in the
case where Tenant desires to assign this lease, then this lease shall end and
expire on the date the proposed assignment was to be effective (but in no event
shall such termination be effective sooner than sixty (60) days after the date
of Landlord's Assignment Recapture Notice unless Landlord waives this condition
in its sole discretion), and the Fixed Rent and Additional Charges shall be paid
and apportioned to such date. If the Assignment Recapture Offer Notice
contemplated one or more payments by the proposed assignee to Tenant in
connection with the proposed assignment, Landlord shall pay such amounts to
Tenant as and when such amounts were to be due and payable as set forth in the
Assignment Recapture Offer Notice; provided, however, that the provisions of
Section 8.14 hereof shall apply to any such payments with the same force and
effect as if such payments were being made to Tenant by an assignee in
connection with an assignment of this lease consented to by Landlord and, to the
extent, if any, that such payments constitute Assignment Profit, Landlord shall
deduct from such payments an amount equal to Landlord's Profit Share of any such
Assignment Profit, computed in accordance with the provisions of Section 8.14
hereof. If the Assignment Recapture Offer Notice contemplated the receipt by the
proposed assignee from Tenant of any consideration or concessions in connection
with the proposed assignment, then Tenant shall pay such consideration (as
Additional Charges hereunder) and/or grant any such concessions to Landlord (or
Landlord's designee) as and when such amounts were to be due and payable (or
concessions were to be granted) as set forth in the Assignment Recapture Offer
Notice.

            (b) If Landlord exercises its option to terminate this lease in the
case where Tenant desires to sublease all or substantially all of the Premises
for all or substantially all of the remainder of the term of this lease, then
this lease shall end and expire on the date the proposed sublease was to be
effective (but in no event shall such termination be effective sooner than sixty
(60) days after the date of Landlord's Sublease Recapture Notice unless Landlord
waives this condition in its sole discretion), and the Fixed Rent and Additional
Charges shall be paid and apportioned to such date. If the Sublease Recapture
Offer Notice contemplated a Sublease Profit, Landlord shall pay to Tenant an
amount equal to Tenant's Share of such Sublease Profit, computed in accordance
with the provisions of Section 8.14 hereof, as and when Tenant's Share of such

                                      -47-

<PAGE>

Sublease Profit would have been paid to Tenant by the prospective subtenant. If
the Sublease Recapture Offer Notice contemplated subrentals (taking into account
subtenant concessions, such as free rent or a work allowance or work letter)
less than the Fixed Rent and Additional Charges payable by Tenant hereunder
(such shortfall of subrentals being herein called the "Sublease Losses"), Tenant
shall pay to Landlord an amount equal to 100% of such Sublease Losses as and
when same would have been incurred by Tenant.

      8.10. If Landlord exercises its option to sublet the Premises or the
portion(s) of the Premises which Tenant desires to sublet, such sublease to
Landlord or its designee (as subtenant):

            (w)   shall be at the rentals set forth in the Sublease Recapture
                  Offer Notice (except that, if together with a Sublease
                  Recapture Offer Notice, Tenant shall have delivered a
                  Conditional Sublease Consent Request Notice with respect to a
                  proposed sublease, the rent payable by the sublessee to Tenant
                  shall be equal to the rental set forth in said Conditional
                  Sublease Consent Request Notice); provided, however, that the
                  provisions of Section 8.14 hereof shall apply to any such
                  payments with the same force and effect as if such payments
                  were being made to Tenant by a sublessee in connection with a
                  sublease consented to by Landlord and, to the extent, if any,
                  that such payments constitute Sublease Profit, Landlord (or
                  its designee) shall deduct from such payments an amount equal
                  to Landlord's Profit Share of any such Sublease Profit,
                  computed in accordance with the provisions of Section 8.14
                  hereof,

            (x)   shall commence on the date that the proposed sublease was to
                  commence as set forth in the Sublease Recapture Offer Notice
                  (but in no event shall such sublease commence sooner than
                  sixty (60) days after the date of Landlord's Sublease
                  Recapture Notice unless Landlord waives this condition in its
                  sole discretion),

            (y)   if the proposed sublease is for less than substantially all of
                  the remainder of the term of this lease, shall be for the same
                  term as that of the proposed subletting, and

            (z)   if the proposed sublease is for all or substantially all of
                  the balance of the term of this lease, shall, at Landlord's
                  option, be for the remainder of the term of this lease (less
                  one (1) day) or for the same term as that of the proposed
                  subletting, and:

                  (a) The sublease shall be expressly subject to all of the
covenants, agreements, terms, provisions and conditions of this lease except
such as are irrelevant or inapplicable, and except as otherwise expressly set
forth to the contrary in this section;

                                      -48-

<PAGE>

                  (b) Such sublease shall be upon the same terms and conditions
as those contained in the Sublease Recapture Offer Notice, except such as are
irrelevant or inapplicable and except as otherwise expressly set forth to the
contrary in this section;

                  (c) Such sublease shall give the sublessee the unqualified and
unrestricted right, without Tenant's permission, to assign such sublease or any
interest therein and/or to sublet the space covered by such sublease or any part
or parts of such space and to make any and all changes, alterations, and
improvements in the space covered by such sublease, provided, however, that (i)
if the term of such sublease is for less than substantially all the remainder of
the term of this lease, prior to the expiration of such sublease term, Landlord
must remove and restore any alterations installed by Landlord or its designee
(or anyone claiming by through or under Landlord or its designee) in the space
covered by such sublease, but only to the extent that such removal and
restoration obligations had been expressly set forth in the corresponding
Sublease Recapture Offer Notice and (ii) notwithstanding anything to the
contrary contained in this lease, Tenant shall have no obligation to restore or
remove any changes, alterations, or improvements installed by Landlord or its
designee (or anyone claiming by through or under Landlord or its designee) in or
to the space covered by such sublease;

                  (d) Such sublease shall provide that any assignee or further
subtenant of Landlord or its designee, may, at the election of Landlord, be
permitted to make alterations, decorations and installations in such space or
any part thereof and shall also provide in substance that, subject to the
provisions of Section 8.10(c) above, any such alterations, decorations and
installations in such space therein made by any assignee or subtenant of
Landlord or its designee may be removed, in whole or in part, by such assignee
or subtenant, at its option, prior to or upon the expiration or other
termination of such sublease, provided that (i) such assignee or subtenant, at
its expense, shall repair any damage and injury to such space so sublet or any
other portion of the Premises caused by such removal and (ii) Tenant shall not,
in any event, have any liability with respect to such damage, or be obligated to
remove any alterations, decorations and installations made by Landlord or its
designee or any subtenant or assignee thereof; and

                  (e)   Such sublease shall also provide that:

                        (i) the parties to such sublease expressly negate any
            intention that any estate created under such sublease be merged with
            any other estate held by either of said parties;

                        (ii) any assignment or subletting by Landlord or its
            designee (as the subtenant) may be for any use permitted under this
            lease or such other use as Landlord may permit that is both (x)
            permitted by the Certificate of Occupancy for the Building and (y)
            in keeping with the first-class nature of the Building;

                        (iii) Landlord (or its designee) may make such
            alterations as may be required or reasonably necessary to physically
            separate the subleased space from the balance of the Premises
            (unless, as set forth in the Sublease Recapture Offer Notice, Tenant

                                      -49-
<PAGE>

            did not intend to demise separately the subleased space) and to
            comply with any laws and requirements of public authorities relating
            to such separation and Tenant will at all times provide and permit
            reasonably appropriate means of ingress to and egress from such
            space so sublet by Tenant to Landlord or its designee (provided,
            however, that in each instance the costs and expenses in connection
            therewith shall be borne as set forth in the Sublease Recapture
            Offer Notice);

                        (iv) at the expiration of the term of such sublease,
            Tenant will accept the space covered by such sublease in its then
            existing condition, subject to the obligations of Landlord and/or
            the sublessee to make such repairs thereto as may be necessary to
            preserve the premises demised by such sublease in good order and
            condition and to restore and remove any alterations if and to the
            extent required by Sections 8.10 (c) and (d) hereof;

                        (v) if (x) the space covered by such sublease includes a
            partial floor and (y) on the commencement date of any such sublease
            and on the commencement date of any further sublease by such
            sublessee or the effective date of any assignment by such sublessee,
            Tenant and/or any Affiliates of Tenant occupy the balance of such
            floor, then any such assignee or subtenant of such partial floor
            shall not be a Competitor (as hereinafter defined); and

                        (vi) if (x) the space covered by such sublease includes
            a full floor and (y) on the commencement date of any such sublease
            and on the commencement date of any further sublease by such
            sublessee or the effective date of any assignment by such sublessee,
            Tenant and/or any Affiliates of Tenant occupy fifty percent (50%) or
            more of the full floors within the same elevator bank, then any such
            assignee or subtenant of such partial floor shall not be a
            Competitor (as hereinafter defined).

            (f) For purposes of this lease, the term "Competitor" shall mean any
foreign or domestic financial services institution which, as one or more of its
primary businesses, is either (x) a broker-dealer registered with the Securities
and Exchange Commission, (y) an investment adviser registered with the
Securities and Exchange Commission or (z) a "primary dealer" in U.S. Government
securities as designated by the Federal Reserve Bank.

Performance by Landlord or its designee under such sublease shall be deemed
performance by Tenant of a similar obligation under this lease related to such
space, and any default under any such sublease shall not give rise to a default
under a similar obligation in this lease, nor shall Tenant be liable for any
default under this lease or be deemed to be in default hereunder if such default
is occasioned by or arises from any act or omission of the subtenant under such
sublease or is occasioned by or arises from any act or omission of any occupant
under or pursuant to any such sublease, nor shall Tenant's obligations to
Landlord with respect to the Premises be increased by reason of that act or
omission of said subtenant or occupant. In the event that at any time during the

                                      -50-

<PAGE>

term of the sublease, the sublessee shall fail to pay any rent or other charges
due to Tenant thereunder, Tenant shall have the right to offset the amount of
such non-payment against the Fixed Rent and Additional Charges due under this
lease.

      8.11. (a) In the event Landlord does not timely exercise, or is deemed not
to have timely exercised, any of its options pursuant to Section 8.07 to have
this lease assigned to it (or its designee) or to sublet (or to have its
designee sublet) the Premises, and provided that Tenant is not in monetary
default or material non-monetary default of any of Tenant's obligations under
this lease after the giving of notice and the expiration of any applicable cure
period:

      (i)   any Landlord's Conditional Assignment Consent shall be given or
            withheld on or before the later to occur of (A) the date that is
            fifteen (15) Business Days after Landlord's receipt of the
            Conditional Assignment Consent Request Notice together with all of
            the information required by Section 8.07(a)2 hereof and (B) the last
            day of the Assignment Recapture Period; and

      (ii)  any Landlord's Conditional Sublease Consent shall be given or
            withheld on or before the later to occur of (A) the date that is
            fifteen (15) Business Days after Landlord's receipt of the
            Conditional Sublease Consent Request Notice together with all of the
            information required by Section 8.07(b)2 hereof and (B) the last day
            of the Sublease Recapture Period.

In the event that Landlord does not give or withhold any of the consents
referred to in the immediately preceding sentence within the time periods set
forth therein, Tenant shall have the right to give a written notice to Landlord
(herein called "Tenant's Deemed Consent Notice") to the effect that unless
Landlord gives Tenant a notice that it is giving or withholding such consent
within five (5) Business Days after Landlord's receipt of such Tenant's Deemed
Consent Notice, such consent shall be deemed given by Landlord. Any denial of
consent by Landlord shall be accompanied by a statement of Landlord setting
forth in reasonable detail the reasons for such denial.

            (b) Landlord's Conditional Assignment Consent or Landlord's
Conditional Sublease Consent, as the case may be, shall not be unreasonably
withheld, conditioned or delayed, provided and upon condition that:

                  (i) Tenant shall have complied with the provisions of Section
8.07 and Landlord shall not have exercised any of its options under said Section
8.07 within the time permitted therefor, time being of the essence in connection
therewith;

                  (ii) In Landlord's reasonable judgment, the proposed assignee
or subtenant is engaged in a business and the Premises, or the relevant part
thereof, will be used in a manner which (x) is in keeping with the then
standards of the Building, and (y) will not violate any negative covenant as to
use contained in any other lease of space in the Building as of the date hereof,
as more particularly set forth on Exhibit P annexed hereto;

                                      -51-

<PAGE>

                  (iii) The proposed assignee or subtenant is a reputable person
or entity of good character and, in the case of a proposed assignment, with
sufficient financial worth considering the responsibility involved, and Landlord
has been furnished with reasonable proof of such financial worth;

                  (iv) The proposed assignee or sublessee is not (A) a Landlord
Developed Occupant or (B) a person (or any person which, directly or indirectly,
controls, is controlled by, or is under common control with, such person) who
engaged in active negotiations with Landlord or Landlord's agent (directly or
through a broker) with respect to space in the Building during the six (6)
months immediately preceding Tenant's request for Landlord's consent (herein
called a "Landlord Developed Prospect"); provided, however, that:

                        (x)   the provisions of this Section 8.11(b)(iv) shall
                              not apply with respect to a Landlord Developed
                              Prospect if such active negotiations with such
                              Landlord Developed Prospect are abandoned (i.e.,
                              either Landlord or such Landlord Developed
                              Prospect shall have ceased to engage in such
                              negotiations with no intent of resuming such
                              negotiations) prior to the date on which Tenant
                              and such Landlord Developed Prospect (or their
                              respective agents, brokers or representatives)
                              engage in any discussions with respect to the
                              proposed assignment or sublease; and

                        (y)   with respect to a proposed assignment or sublease
                              to a Landlord Developed Occupant with an effective
                              date occurring on or the tenth (10th) anniversary
                              of the Commencement Date, the provisions of this
                              Section 8.11(b)(iv) shall not apply unless
                              Landlord shall have space comparable in size then
                              available, or to become available, for leasing in
                              the Building for a comparable term, within six (6)
                              months from the effective date of the proposed
                              assignment or subletting, as the case may be,
                              provided further, however, that in such event that
                              this Section 8.11(b)(iv) shall not apply, Tenant's
                              request for consent to such assignment or sublease
                              shall be treated as an Assignment Recapture Offer
                              Notice or a Sublease Recapture Offer Notice to
                              which all of the applicable terms and conditions
                              of this Article 8 shall apply, unless Tenant shall
                              have identified the proposed assignee or subtenant
                              in the original Assignment Recapture Offer Notice
                              or the original Sublease Recapture Offer Notice,
                              as the case may be;

                                      -52-

<PAGE>

                  (v)   No floor of the  Premises  shall  be  subdivided  into
more than 4 separate units;

                  (vi) Tenant shall not have (x) publicly advertised the
availability of the Premises without prior notice to and approval by Landlord
(which approval Landlord shall not unreasonably withhold or delay), nor shall
any public advertisement state the name (as distinguished from the address) of
the Building or the proposed rental nor (y) publicly advertised the Premises for
subletting, whether through a broker, agent, representative, or otherwise at a
rental rate less than the Fixed Rent and Additional Charges at which Landlord is
then offering to lease other space in the Building without Landlord's consent,
but nothing contained in this subsection 8.11(b)(vi) shall be deemed to prohibit
Tenant from listing with brokers the availability of the Premises for sublet or
assignment at any rental rate or from subleasing the Premises at any rental
rate;

                  (vii) Tenant shall reimburse Landlord on demand for any
reasonable costs that may be incurred by Landlord in connection with said
assignment or sublease, including, without limitation, the costs of making
investigations as to the acceptability of the proposed assignee or subtenant,
and reasonable legal costs incurred in connection with the granting of any
requested consent, provided, however, such reimbursement shall in no event
exceed $2,500.00; and

                  (viii) In the case of a proposed sublease, the term of such
sublease, including any renewal or extension provisions contained therein, shall
not extend beyond the initial term of this lease or the then-current Extended
Term (as such term is defined in Section 5.01 hereof), it being understood and
agreed that any subleasing to such subtenant for a term extending beyond such
initial term or the then-current Extended Term shall be subject to all of the
terms and conditions of this Article 8 including, without limitation, the
provisions of Section 8.07 hereof.

      8.12. (a) The submission to Landlord of a Sublease Document or Assignment
Document which contains (i) economic terms that are "substantially more
favorable than" (as hereinafter defined) the economic terms set forth in the
notice delivered to Landlord pursuant to Section 8.07 hereof (including, without
limitation, in the case of a sublease, with respect to the subrental rate
(giving effect to the financial value of any abatements, concessions, credits or
improvements for the benefit of the subtenant) or, in the case of an assignment,
with respect to the consideration and all other sums being paid in connection
with such assignment), or (ii) material non-economic terms that are different
from the material non-economic terms set forth in the notice delivered to
Landlord pursuant to Section 8.07 hereof (including, without limitation, the
length of the sublease term or the size of the sublease space), shall be deemed
to be an irrevocable offer from Tenant to Landlord as to which Landlord shall
have all of the options set forth in Section 8.07 hereof, and Tenant shall again
comply with all of the provisions and conditions of Section 8.07 hereof before
entering into such sublease or assignment. The economic terms of a Sublease
Document or Assignment Document shall be deemed "substantially more favorable
than" the economic terms set forth in the notice delivered to Landlord pursuant

                                      -53-
<PAGE>

to Section 8.07 hereof if the economic terms of such proposed sublease or
assignment on an aggregate basis, calculated by determination of the effective
rent, taking into account the monetary values (on a present value basis using
the Prime Rate) of all concessions, incentives and payments made to or by the
proposed subtenant or assignee, yield less revenue to Tenant by more than five
(5%) percent from the terms set forth in the notice delivered to Landlord
pursuant to Section 8.07 hereof.

            (b) In the event that Landlord fails to exercise any of its options
under Section 8.07 hereof, and Tenant fails to submit an Assignment Document and
Consent Agreement in the forms required by Section 8.07(a)2 hereof, or fails to
submit a Sublease Document and Consent Agreement in the forms required by
Section 8.07(b)2 hereof, as the case may be, within eight (8) months from the
date on which Landlord grants to Tenant a Landlord's Conditional Assignment
Consent or a Landlord's Conditional Sublease Consent, as the case may be, time
being of the essence, then Tenant shall again comply with all of the provisions
and conditions of Section 8.07 hereof before assigning this lease or subletting
all or part of the Premises.

      8.13. With respect to each and every sublease or subletting authorized by
Landlord under the provisions of this lease, it is further agreed that:

            (a) No subletting shall be for a term (including any renewal or
extension options contained in the sublease) ending later than one day prior to
the expiration date of this lease;

            (b) No sublease shall be valid, and no subtenant shall take
possession of the Premises or any part thereof, until an executed counterpart of
the Sublease Document (and all ancillary documents executed in connection with
such subtenant's occupancy of the Premises or with respect to or modifying such
sublease) has been delivered to Landlord;

            (c) Subject to the provisions of Section 8.17 below, each sublease
shall provide that it is subject and subordinate to this lease and to any
matters to which this lease is or shall be subordinate, and that in the event of
termination, reentry or dispossess by Landlord under this lease Landlord may, at
its option, take over all of the right, title and interest of Tenant, as
sublessor, under such sublease, and such subtenant shall, at Landlord's option,
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not be (i) liable for any previous act or omission of
Tenant under such sublease, (ii) subject to any credit, offset, claim,
counterclaim, demand or defense which such subtenant may have against Tenant,
(iii) bound by any previous modification of such sublease or by any previous
prepayment of more than one (1) month's rent, (iv) bound by any covenant of
Tenant to undertake or complete any construction of the Premises or any portion
thereof, (v) required to account for any security deposit of the subtenant other
than any security deposit actually delivered to Landlord by Tenant, (vi)
responsible for any monies owing by Tenant to the credit of subtenant, (vii)
bound by any obligation to make any payment to such subtenant or grant any
credits, except for services, repairs, maintenance and restoration provided for

                                      -54-
<PAGE>

under the sublease to be performed after the date of such attornment, or (viii)
required to remove any person occupying the Premises or any part thereof; and

            (d) Each sublease shall provide that the subtenant may not assign
its rights thereunder or further sublet the space demised under the sublease, in
whole or in part, except in compliance with all of the terms and provisions of
this Article 8, which shall be deemed to apply to each such subtenant and any
further undertenants.

      8.01. (a)   For  purposes of this Article 8, the  following  terms shall
have the following meanings:

      the term "10 Year Sublease Space" shall mean, at Tenant's election to be
      designated in the first Sublease Recapture Offer Notice given by Tenant
      pursuant to Section 8.07 hereof, either (x) all of floors fifteen (15),
      sixteen (16) and seventeen (17) of the Premises or (y) all of floors
      eighteen (18), nineteen (19) and twenty (20) of the Premises; and

      the term "5 Year Sublease Space" shall mean the portion of the Premises
      which is not designated by Tenant as 10 Year Sublease Space.

If Landlord shall give its consent to any assignment of this lease or to any
sublease for which Landlord's consent is required, then Tenant shall in
consideration therefor, pay to Landlord, as Additional Charges, the following
percentage amounts of any Assignment Profit (hereinafter defined) or Sublease
Profit (hereinafter defined), as the case may be, after deducting therefrom in
each case the amount of "Tenant's Costs", as hereinafter defined:

                  ASSIGNMENT PROFIT
                  -----------------

                  (i)   twenty-five percent (25%) of any Assignment Profit
                        attributable to the period commencing on the earlier to
                        occur of (x) the effective date of the assignment or (y)
                        January 1, 2003, and ending ten (10) years later (herein
                        called the "Initial Assignment Profit Period"); and

                  (ii)  fifty percent (50%) of any Assignment Profit
                        attributable to the period from and after the Initial
                        Assignment Profit Period.

                  SUBLEASE PROFIT FOR 10 YEAR SUBLEASE SPACE
                  ------------------------------------------

                  (i)   zero percent (0%) of any Sublease Profit attributable to
                        the period commencing on the earlier to occur of (x) the
                        effective date of the first sublease entered into by
                        Tenant after the date hereof or (y) January 1, 2003, and
                        ending ten (10) years later (herein called the "Initial
                        10 Year Profit Period"); and

                                      -55-
<PAGE>

                  (ii)  fifty percent (50%) of any Sublease Profit attributable
                        to the period from and after the Initial 10 Year Profit
                        Period.

                  SUBLEASE PROFIT FOR 5 YEAR SUBLEASE SPACE
                  -----------------------------------------

                  (i)   zero percent (0%) of any Sublease Profit attributable to
                        the period commencing on the earlier to occur of (x) the
                        effective date of the first sublease entered into by
                        Tenant after the date hereof or (y) January 1, 2003, and
                        ending five (5) years later (herein called the "Initial
                        5 Year Profit Period"); and

                  (ii)  fifty percent (50%) of any Sublease Profit attributable
                        to the period from and after the Initial 5 Year Profit
                        Period.

                  SUBLEASE PROFIT FOR FIRST OFFER SPACE
                  -------------------------------------

                  fifty percent (50%) of any Sublease Profit.

The portions of profit payable to Landlord pursuant to this Section 8.14(a) are
sometimes referred to herein as "Landlord's Profit Share". The portions of
profit which Tenant is permitted to retain pursuant to this Section 8.14(a) are
sometimes referred to herein as "Tenant's Profit Share".

            (b) For purposes of this Section 8.14, the term "Assignment Profit"
shall mean an amount equal to all sums and other considerations paid to Tenant
by the assignee in respect of such assignment (including, but not limited to,
sums paid for the sale or rental of Tenant's fixtures, leasehold improvements,
equipment, furniture, furnishings or other personal property located at the
Premises, less:

                  (x)   in the case of a sale or rental of property which is
                        deemed to be the property of Landlord pursuant to the
                        provisions of Article 12 hereof, zero;

                  (y)   in the case of a sale of Tenant's Property, the then net
                        unamortized or undepreciated portion (determined on the
                        basis of Tenant's federal income tax returns) of the
                        original cost thereof; or

                  (z)   in the  case of a rental  of  Tenant's  Property,  the
                        fair rental value thereof).

            (c) For purposes of this Section 8.14, the term "Sublease Profit"
shall mean, for the term of the applicable sublease (the "Sublease Term"):

                  (i) any rents, additional charges or other consideration
payable under the sublease or other occupancy agreement to Tenant by the
subtenant or other occupant which is in excess of the Fixed Rent and Additional

                                      -56-
<PAGE>

Charges accruing during the Sublease Term under this lease in respect of the
subleased or occupied space (at the rate per square foot payable by Tenant
hereunder) pursuant to the terms hereof, and

                  (ii) all sums paid for the sale or rental of Tenant's
fixtures, leasehold improvements, equipment, furniture or other personal
property located at the premises, less:

                        (x)   in the case of a sale or rental of property which
                              is deemed to be the property of Landlord pursuant
                              to the provisions of Article 12 hereof, zero;

                        (y)   in the case of a sale of Tenant's Property, the
                              then net unamortized or undepreciated portion
                              (determined on the basis of Tenant's federal
                              income tax returns) of the original cost thereof;
                              or

                        (z)   in the case of a rental  of  Tenant's  Property,
                              the fair rental value thereof.

            (d) The sums payable under this Section 8.14, if any, shall be paid
to Landlord as and when paid by the assignee or subtenant to Tenant.

            (e)   For purposes hereof, the term "Tenant's Costs" shall mean:

                  (i)   the amount of any commercially reasonable broker's fee
                        or commissions paid to a broker as a result of any
                        subletting or assignment by Tenant hereunder and any
                        transfer, sales or gains taxes incurred and paid by
                        Tenant in connection with such subletting or assignment;

                  (ii)  the cost to Tenant of any improvements made to prepare
                        the space in question for the occupancy of the subtenant
                        or assignee thereof and any rent abatement and/or
                        concession (including moving expenses but excluding any
                        lease takeover costs) and/or work allowance (or
                        equivalent) granted by Tenant to any such subtenant or
                        assignee in lieu of or in addition to Tenant's
                        performance of any such improvements made to prepare the
                        space in question for the occupancy of the subtenant or
                        assignee;

                  (iii) advertising and marketing  expenses  directly  related
                        to the subletting or assignment of the space;

                  (iv)  reasonable attorneys' fees and disbursements  directly
                        related to the subletting or assignment of the space;

                                      -57-
<PAGE>

                  (v)   any fees or cost reimbursements paid to Landlord
                        pursuant to this lease (other than amounts paid as
                        Landlord's share of Assignment Profit or Sublease
                        Profit); and

                  (vi)  the payment by Tenant of any portion of Fixed Rent or
                        Additional Charges under this lease for any period
                        following the effective date of said assignment or
                        sublease), but only if such payments are being made by
                        reason of the assignment of this Lease or the sublease
                        of all or part of the Premises and not by reason of any
                        other aspect of the transaction between Tenant and said
                        assignee or subtenant.

For the purposes of computing "Assignment Profit" and "Sublease Profit",
Tenant's Costs with respect thereto shall be deducted as and when they are paid
by Tenant (or, as necessary, deducted from future Assignment Profit or Sublease
Profit, as the case may be, to the extent that current Tenant Costs exceed
current Assignment Profit or Sublease Profit, as the case may be).

            (f) Notwithstanding anything to the contrary contained herein,
because Landlord's Profit Share and Tenant's Profit Share will, under certain
circumstances set forth above, be dependent upon how Assignment Profits or
Sublease Profits are allocated to different time periods, Landlord and Tenant
hereby agree that any assignment or sublease entered into by Tenant shall be
structured in a manner that is consistent with then-current market conditions
and shall not be structured in a manner designed to shift profits to time
periods for which Tenant is entitled to more than fifty percent (50%) of such
profits. In the case of a sublease for a term in excess of five (5) years which
does not provide for increases in the base sublease rent payable thereunder with
a frequency of not less than every five (5) years, and if such periodic base
sublease rent increases are then customary, then the base sublease rent will be
recalculated to reflect such then-customary periodic base sublease rent
increases, using a discount factor equal to the Base Rate in effect on the date
such sublease is executed.

      8.02. Except for any subletting by Tenant to Landlord or its designee
pursuant to the provisions of this Article 8, each subletting shall be subject
to all of the covenants, agreements, terms, provisions and conditions contained
in this lease. Notwithstanding any such subletting to Landlord or any such
subletting to any other subtenant and/or acceptance of rent or additional rent
by Landlord from any subtenant, but subject to the provisions of Section
8.10(c), (d) and (e) hereof to the extent applicable, Tenant shall and will
remain fully liable for the payment of the Fixed Rent and Additional Charges due
and to become due hereunder and for the performance of all the covenants,
agreements, terms, provisions and conditions contained in this lease on the part
of Tenant to be performed and all acts and omissions of any licensee or
subtenant or anyone claiming under or through any subtenant which shall be in
violation of any of the obligations of this lease, and any such violation shall
be deemed to be a violation by Tenant. Tenant further agrees that
notwithstanding any such subletting, no other and further subletting of the
Premises by Tenant or any person claiming through or under Tenant (except as

                                      -58-
<PAGE>

provided in Section 8.10 hereof) shall or will be made except upon compliance
with and subject to the provisions of this Article. If Landlord shall properly
decline to give its consent to any proposed assignment or sublease, or if
Landlord shall exercise any of its options under Section 8.07 hereof, Tenant
shall indemnify, defend and hold harmless Landlord against and from any and all
loss, liability, damages, costs and expenses (including, but not limited to,
reasonable counsel fees) resulting from any claims that may be made against
Landlord by the proposed assignee or sublessee or by any brokers or other
persons (other than any broker(s) representing Landlord as a Landlord's leasing
agent) claiming a commission or similar compensation in connection with the
proposed assignment or sublease.

      8.03. Landlord shall have the right, upon reasonable notice to Tenant, and
at Landlord's own cost and expense, to examine and/or audit Tenant's books and
records relating to Sublease Profit or Assignment Profit to determine the
accuracy of Tenant's computation of any Sublease Profit or Assignment Profit
hereunder. Any dispute with respect to the computation of Assignment Profit or
Sublease Profit shall be determined by arbitration in accordance with the
provisions of Article 34.

      8.04. Landlord shall, within ten (10) Business Days after Tenant's
request, accompanied by an executed counterpart of an Eligible Sublease (as such
term is hereinafter defined), deliver to Tenant and the subtenant under an
Eligible Sublease (herein called an "Eligible Subtenant") a Non-Disturbance
Agreement substantially in the form annexed hereto as Exhibit H (herein called a
"Landlord's Non-Disturbance Agreement"). Following the Eligible Subtenant's and
Tenant's execution and delivery of the Landlord's Non-Disturbance Agreement,
Landlord shall, within ten (10) Business Days, execute and deliver a counterpart
thereof to the Eligible Subtenant. Landlord shall make such modifications to
Exhibit H as a prospective subtenant may reasonably request, provided that such
modifications do not decrease any rights or benefits, or increase any
obligations, of Landlord, except to a de minimis non-monetary extent. If
Landlord shall fail to deliver a Landlord's Non-Disturbance Agreement to Tenant
within fifteen (15) Business Days after Tenant shall have submitted (x) a
written request therefor, and (y) a copy of the fully executed Eligible
Sublease, then Tenant may submit such request to arbitration pursuant to the
provisions of Section 34.06 below. For purposes hereof, the term "Eligible
Sublease" shall mean a direct sublease:

      (i)   between Tenant and a subtenant which is not an Affiliate of Tenant,
            and, as of the date of execution of the Eligible Sublease, has a Net
            Worth, computed in accordance with generally accepted accounting
            principles consistently applied, equal to or greater than the
            product of (X) the annual Fixed Rent then payable by Tenant on
            account of the portion of the Premises demised under the Eligible
            Sublease, and (Y) seventeen (17), and Landlord has been provided
            with proof thereof reasonably satisfactory to Landlord,

      (ii)  that has been consented to by Landlord and meets all of the
            applicable requirements of Article 8 hereof (including, without
            limitation, the provisions of Section 8.13 hereof),

                                      -59-
<PAGE>

      (iii) demising only contiguous full floors (but not less than two (2) full
            floors of the Premises) with an initial sublease term (i.e., not
            including any renewals) of not less than five (5) years, which
            sublease term is for the remainder of the term of this Lease (less
            one day),

      (iv)  demising the highest or lowest full floors of the Premises, or if
            one or more Eligible Subleases is in effect, demising the next two
            or more contiguous full floors above or below the highest or lowest
            full floor subject to an Eligible Sublease then in effect, and

      (v)   providing for a rental rate, on a per rentable square foot basis
            (including Fixed Rent and Additional Charges on account of real
            estate taxes, Operating Expenses and electricity) which (after
            taking into account all rent concessions provided for therein) is
            equal to or in excess of the Fixed Rent and Additional Charges
            pursuant to Article 3 and Article 15 of this lease for the term of
            the Sublease (hereinafter called the "Lease Rent") or, in the
            alternative, provides for a rental rate that is less than the Lease
            Rent, but will automatically increase to the Lease Rent from and
            after the attornment of the sublessee to Landlord pursuant to the
            Landlord's Non-Disturbance Agreement.

                                    ARTICLE 9

                              Compliance with Laws
                              --------------------

      9.01. Tenant shall give prompt notice to Landlord of any notice it
receives of the violation of any law or requirement of any public authority with
respect to the Premises or the use or occupation thereof. Tenant shall, at
Tenant's expense, comply with all laws and requirements of any public
authorities which shall, in respect of the Premises or the use and occupation
thereof, or the abatement of any nuisance in, on or about the Premises, impose
any violation, order or duty on Landlord or Tenant; provided, however, that
Tenant shall not be obligated to make any repairs, replacements, alterations,
additions or improvements to Premises Base Building Elements in order to comply
with laws and requirements of public authorities unless the need for same arises
out of any of the causes set forth in clauses (i) through (iii) of the fourth
sentence of this Section 9.01(a). The term "Premises Base Building Elements"
shall mean (x) any portion of the Building's structure, shell or core in, on or
about the Premises, and (y) any portion of any Building System (as such term is
defined in Section 9.05 hereof) in, on or about the Premises, excluding, in
either case, any alteration, addition or improvement thereto made by Tenant.
Tenant shall also be responsible for the cost of compliance with all present and
future laws and requirements of any public authorities in respect of the Real
Property arising from (i) the manner of use of the Premises by Tenant or the
manner of conduct of Tenant's business or operation of its installations,
equipment or other property therein, (ii) any cause or condition created by such
manner of use or manner of conduct or the negligent or wrongful conduct of
Tenant, or (iii) any breach of any of Tenant's obligations hereunder, without

                                      -60-
<PAGE>

regard to the cost of such compliance or the nature or the extent of the work
required for such compliance; and Tenant shall pay all the costs, expenses,
fines, penalties and damages which may be imposed upon Landlord or any Superior
Lessor or any Superior Mortgagee by reason of or arising out of Tenant's failure
to fully and promptly comply with and observe the provisions of this Section.
However, Tenant need not comply with any such law or requirement of any public
authority so long as Tenant shall be contesting the validity thereof, or the
applicability thereof to the Premises, in accordance with Section 9.02.
Landlord, at its expense, shall comply with all other laws and requirements of
public authorities as shall affect the Premises and/or the Building, but
Landlord may similarly defer compliance so long as Landlord shall be contesting
the validity or applicability thereof in accordance with Section 9.03 hereof.

      9.02. Tenant, at its expense, after notice to Landlord, may contest by
appropriate proceedings prosecuted diligently and in good faith, the validity,
or applicability to the Premises, of any law or requirement of any public
authority, provided that (a) Landlord shall not be subject to criminal penalty
or to prosecution for a crime, nor shall the Premises or any part thereof or the
Building or the Land, or any part thereof, be subject to being condemned or
vacated, nor shall the Building or the Land, or any part thereof, be subjected
to any lien or encumbrance, by reason of noncompliance or otherwise by reason of
such contest; (b) before the commencement of such contest, Tenant shall furnish
to Landlord such security, in form and amount (and under which Landlord is named
as an obligee), as may be required to be provided to a Superior Mortgagee; (c)
Tenant shall indemnify Landlord against all liability for damages, interest,
fines, penalties and expenses (including reasonable attorneys' fees and
expenses), resulting from or incurred in connection with such contest or
noncompliance; and (d) such noncompliance or contest shall not constitute or
result in any violation of the Aetna Mortgage, the Merrill Lynch Mortgage (or
any other Superior Mortgage, provided the provisions thereof with respect to
such noncompliance or contest are not more burdensome to Tenant than the
provisions of the Aetna Mortgage or the Merrill Lynch Mortgage), or if such
Superior Mortgage shall permit such noncompliance or contest on condition of the
taking of action or furnishing of security by Landlord, such action shall be
taken and such security shall be furnished at the expense of Tenant. Tenant
shall keep Landlord advised as to the status of such proceedings.

      9.03. Landlord, at its expense, may contest by appropriate proceedings
prosecuted diligently and in good faith, the validity or applicability to the
Land and/or the Building of any law or requirement of any public authority,
provided that (a) Tenant shall not be subject to criminal penalty or prosecution
for a crime nor shall the Premises or any part thereof, or any part of the
Building or Land which affects Tenant's use and occupancy of the Premises, be
subject to being condemned or vacated; (b) Tenant's use of the Premises shall
not be adversely affected except to a de minimis extent; (c) Landlord shall
indemnify Tenant against all liability for damages, interest, fines, penalties
and expenses (including reasonable attorneys' fees and expenses), resulting from
or incurred in connection with such contest or noncompliance; and (d) such
noncompliance or contest shall not constitute or result in any violation of the
Aetna Mortgage, the Merrill Lynch Mortgage or any other Superior Mortgage.
Landlord shall keep Tenant regularly advised as to the status of such
proceedings.

                                      -61-
<PAGE>

      9.04. (a) For purposes of this Article 9, Landlord or Tenant shall be
deemed subject to prosecution for a crime if Landlord or its managing agent or
Tenant (as the case may be), or any officer, director, partner, shareholder or
employee of Landlord or its managing agent or Tenant (as the case may be), as an
individual, is charged with a crime of any kind or degree whatever, whether by
service of a summons or otherwise, unless such charge is withdrawn before
Landlord or its managing agent or Tenant, or such officer, director, partner,
shareholder or employee of Landlord or its managing agent or of Tenant (as the
case may be) is required to plead or answer thereto. Notwithstanding anything
contained herein to the contrary, for the purposes of this Article 9, any
"crime" which is punishable solely by means of a fine or charge, shall not be
deemed to be a crime.

            (b) Landlord agrees that in the event that after the performance of
Article 4 Landlord's Work in any portion of the First Offer Space, it is
determined that there remains any asbestos therein, Landlord shall at Landlord's
expense remove such asbestos except to (i) a de minimis extent and (ii) the
extent Tenant shall have instructed Landlord not to remove any such asbestos
from any portion of the First Offer Space. Landlord agrees that if after the
term of this lease commences with respect to any First Offer Space, Tenant shall
be unable to use any portion of such First Offer Space for the conduct of its
business by reason of Landlord's entry therein to remove any such asbestos
pursuant to this Section 9.05 for two consecutive Business Days, then the Fixed
Rent and Additional Charges under Article 3 shall be abated or reduced, as the
case may be, in the proportion that the unusable rentable area of the First
Offer Space bears to the total rentable area of the Premises, for each day after
the expiration of such two consecutive Business Days that Tenant shall not use
or occupy such area until such removal is completed.

      9.05. For purposes hereof, the term "Building Systems" shall mean

            (i)  the elevators and escalators of the Building;

            (ii) the window washing and waste compacting and removal equipment
      of the Building, if any;

            (iii) the core toilets and utility  closets of the  Building,  and
      all fixtures and equipment installed therein; and

            (iv) the electrical, HVAC, mechanical, chilled water, condenser
      water, plumbing, domestic water, sanitary, sprinkler, fire control, alarm
      and prevention, BMS, life safety and security systems of the Building
      (together with all related equipment), brought to and including, but not
      beyond, the point on each floor of the Building at which such systems
      connect to horizontal distribution facilities; provided, however that,
      notwithstanding anything contained in clause (iv) of the foregoing to the
      contrary, the following shall be considered part of the Building Systems:
      (x) the entire main distribution loop of the sprinkler system on each
      floor on which the Premises are located and (y) the entire perimeter HVAC
      system on each floor on which the Premises are located.

                                      -62-
<PAGE>

                                   ARTICLE 10

                                    Insurance
                                    ---------

      10.01. Subject to the provisions of Section 10.07 below, Tenant, at its
expense, shall maintain at all times during the term of this lease (i) insurance
with respect to Tenant's Property and leasehold improvements and betterments
(including, without limitation, all leasehold improvements existing at the
Premises on the Commencement Date) against loss or damage under an all-risk
policy of insurance on a replacement cost basis (insuring 100% of value), and
(ii) commercial general liability insurance in respect of the Premises and the
conduct or operation of business therein, with Landlord, its managing agent, if
any, and each Superior Party whose name and address shall previously have been
furnished to Tenant, as additional insureds, with not less than $5,000,000
combined single limit for bodily injury and property damage. Such liability
insurance shall contain (a) broad form commercial general liability endorsement;
(b) products/completed operations coverage; and (c) independent contractors
coverage. Tenant shall deliver to Landlord, certificates of insurance, issued by
the insurance company or its authorized agent, at least 2 days before the
Commencement Date. Tenant shall procure and pay for renewals of such insurance
from time to time before the expiration thereof, and Tenant shall deliver to
Landlord a certificate of insurance at least 30 days before the expiration of
any existing policy. All such policies shall be issued by such responsible
companies licensed and authorized to do business in New York State as are
reasonably acceptable to Landlord; provided however, that any insurance company
rated by Bests' Insurance Reports (or any successor publication of comparable
standing) as an A or better (or the then equivalent of such rating) and a policy
holders surplus of not less than $100,000,000.00 (or the then equivalent) shall
be deemed a responsible company and acceptable to Landlord. All such policies
shall contain a provision whereby the same cannot be canceled or materially
modified in a manner detrimental to Landlord unless Landlord is given at least
20 days' prior written notice of such cancellation or modification. Tenant's
policies of insurance may be maintained under "blanket policies" insuring the
Premises and other property of Tenant, provided that such blanket policies shall
(i) otherwise comply with the provisions of this Article 10, and (ii) afford the
same protection to Landlord as would be provided by policies individually
applicable to the Premises. If (x) Tenant shall fail to maintain such insurance,
(y) such failure shall continue for ten (10) days after written notice by
Landlord to Tenant specifying same, and (z) Tenant shall then have a Net Worth
less than $200,000,000, Landlord, at Landlord's election, shall have the right
(in its sole discretion and without any liability whatsoever if Landlord elects
not to do so) to obtain such insurance on Tenant's Property, Tenant's
improvements and betterments and the leasehold improvements and the reasonable,
actual, out-of-pocket cost thereof shall be Additional Charges under this Lease
and payable by Tenant to Landlord within thirty (30) days of request therefor.

      10.02. Landlord, at its expense, shall maintain at all times during the
term of this lease (i) a commercial general liability insurance policy and (ii)
a fire and extended coverage perils and property insurance policy (including
coverage against loss of rental income), in each case with such insurance
companies, limits and coverages not less than that required by either (x) the

                                      -63-
<PAGE>

bona fide, third-party holder of the first mortgage on the Building or (y) if no
such mortgagee exists, third party mortgagees of comparable first-class office
buildings in the Borough of Manhattan. Landlord will not carry insurance of any
kind on Tenant's Property or on Tenant's improvements and betterments or
leasehold improvements and shall not be obligated to repair any damage to or
replace any of the foregoing and Tenant agrees not to look to Landlord or any
Superior Party or any of their respective officers, managers, directors,
employees, agents or contractors for recovery of any damage to or loss of any of
the foregoing. Notwithstanding the foregoing, at any such time that there is no
bona fide, third-party holder of a first mortgage on the Building, the insurance
policies required to be carried by Landlord pursuant to this Section 12.02 shall
meet all of the requirements set forth in Section 10.01 with respect to the
insurance policies to be maintained by Tenant.

      10.03. (a) Landlord and Tenant each agree that, notwithstanding anything
in this lease to the contrary, it will not make any claim (including a claim for
negligence) against or seek to recover from the other or anyone acting or
claiming under or through the other or any of their respective officers,
directors, shareholders, agents, contractors and, in the case of Tenant, its
subtenants and permitted occupants and, in the case of Landlord, each Superior
Mortgagee, for any loss or damage to its property or the property of others
occurring during the term of this lease which are or which would have been
covered under the policies of insurance required to be obtained and kept in
force during the term of this lease by Landlord pursuant to clause (ii) of
Section 10.02, or Tenant pursuant to clause (i) of Section 10.01, as the case
may be.

            (b) Landlord and Tenant shall each procure an appropriate clause in,
or endorsement on, any property insurance policy covering the Premises, the
Building and personal property, fixtures and equipment located thereon or
therein, pursuant to which the insurance companies waive subrogation or consent
to a waiver of right of recovery, or an express agreement that the applicable
insurance policies shall not be invalidated if the insured waives, or has waived
before the casualty, the right of recovery against any party responsible for a
casualty covered by such policy. If either party shall be unable to obtain the
inclusion of such clause, then such party shall name the other party as an
additional insured (but not a loss payee) under the policy.

      10.04. Landlord agrees that on the Commencement Date the insurance
policies in force with respect to the Building and the operation thereof will
permit the use of the Premises for executive, administrative and general offices
and the incidental uses permitted under Section 2.01. Landlord shall not
voluntarily reduce or change its insurance coverage so as to make such uses
prohibited thereunder. Notwithstanding anything contained to the contrary in
this Section 10.04, Tenant shall comply with the terms of any insurance policy
then issued in respect of the Building and/or the property therein, and Tenant
shall not do, or permit anything to be done, or keep or permit anything to be
kept in the Premises which would subject Landlord or any Superior Mortgagee to
any liability or responsibility for personal injury or death or property damage,
or which would result in insurance companies of good standing refusing to insure
the Building or the property therein in amounts reasonably satisfactory to

                                      -64-
<PAGE>

Landlord, or which would result in the cancellation of or the assertion of any
defense by the insurer in whole or in part to claims under any policy of
insurance in respect of the Building or the property therein.

      10.05. If, by reason of any failure of Tenant to comply with its
obligations under the provisions of this lease, the premiums on Landlord's
insurance on the Building and/or equipment therein shall be higher than they
otherwise would be, Tenant shall reimburse Landlord, on demand, for that part of
such premiums attributable to such failure on the part of Tenant, provided that
Tenant shall not be obligated to make any such reimbursement if such premiums
increase solely as a result of Tenant's occupancy of the Premises for generic
executive, administrative and/or general office use. A schedule or "make up" of
rates for the Building or the Premises, as the case may be, issued by the New
York Fire Insurance Rating Organization or other similar body making rates for
insurance for the Building or the Premises, as the case may be, shall be
conclusive evidence of the facts therein stated and of the several items and
charges in the insurance rate then applicable to the Building or the Premises,
as the case may be.

      10.06. Landlord may from time to time, but not more frequently than once
every year, require that the amount of the insurance to be maintained by Tenant
under Section 10.01 be increased, so that the amount thereof is consistent with
the amount of such insurance which landlords of similar premises (other than
Landlord or Landlord's Affiliates) are then generally requiring tenants to
maintain. If Tenant shall claim that Landlord's requirement is excessive, the
dispute shall be determined by arbitration as provided in Article 34. Tenant
shall, thereafter, carry the insurance as determined by such arbitration to be
required, but in no event shall the amount thereof be less than the amount
specified in Section 10.01.

      10.07. Notwithstanding anything to the contrary contained in this lease,
for so long as the Tenant under this lease is a Bear Stearns Tenant, Tenant
shall have the right to act as a self-insurer with respect to any loss resulting
from risks that would have been covered under the types of insurance required to
be maintained by Tenant under this lease so long as (a) Tenant shall have a
credit rating of BBB or better as rated by Standard & Poor's (or an equivalent
rating if Standard & Poor's shall cease to issue such ratings or alter its
method of issuing such ratings), (b) Tenant shall maintain appropriate reserves
in connection with such self-insurance as part of a regularly maintained
insurance and risk management program and (c) the provisions of Section 10.03
hereof shall apply with respect to such policy of self-insurance, and the waiver
set forth therein shall not be rendered null and void or diminished in any way
by statute or case law due to Tenant's status as a self-insurer. To the extent
Tenant self-insures, Tenant waives any right to make claims against Landlord for
any damage or loss that would have been insured against by Tenant's insurance
policies if insurance coverage required under Section 10.01 hereof were provided
and in effect, and Tenant shall indemnify, defend and hold Landlord harmless
from and against any and all liabilities, damages, costs and expenses (including
reasonable attorneys' fees) which Landlord would have been insured against by
Tenant's insurance policies if insurance coverage required under Section 10.01
hereof were provided and in effect.

                                      -65-
<PAGE>

                                   ARTICLE 11

                              Rules and Regulations
                              ---------------------

      11.01. Tenant and its employees and agents shall faithfully observe and
comply with the rules and regulations annexed hereto as Exhibit F, and such
reasonable nondiscriminatory changes therein (whether by modification,
elimination or addition) as Landlord at any time or times hereafter may make and
communicate to Tenant, which, in Landlord's reasonable judgment, shall be
necessary for the reputation, safety, care and appearance of the Building, or
the preservation of good order therein, or the operation or maintenance of the
Building or its equipment and fixtures, and which do not unreasonably affect the
conduct of Tenant's business in the Premises (such rules and regulations as
changed from time to time being herein called "Rules and Regulations"); provided
however, that in case of any conflict or inconsistency between the provisions of
this lease and any of the Rules and Regulations, the provisions of this lease
shall control. Tenant may dispute the reasonableness of the Rules and
Regulations, other than those annexed hereto as Exhibit F, and any such dispute
shall be determined by arbitration in accordance with Section 34.05 hereof; but
pending the determination of any such dispute, Tenant shall comply with the
disputed Rule(s) and Regulation(s).

      11.02. Nothing in this lease contained shall be construed to impose upon
Landlord any duty or obligation to enforce the Rules and Regulations against any
other tenant or any employees or agents of any other tenant, and Landlord shall
not be liable to Tenant for violation of the Rules and Regulations by any other
tenant or its employees, agents, invitees or licensees. Notwithstanding the
foregoing, Landlord agrees that it will not enforce against Tenant any Rules and
Regulations which Landlord shall not then be enforcing against all other office
tenants in the Building.

                                   ARTICLE 12

                                   Alterations
                                   -----------

      12.01. (a) Tenant, at its expense, shall have the right from time to time
after the Commencement Date, without Landlord's prior consent, to make any
alterations, installations, improvements, additions or other physical changes in
or about the Premises (herein called "Alterations") that Tenant deems necessary
or desirable, provided and upon condition that such Alterations are Alterations
which are not Material Alterations (herein called "Non-Material Alterations").
For purposes of this lease, the term Material Alterations shall refer to any
Alteration: (i) which is not limited to the interior of the Premises or which
affects the exterior (including the appearance) of the Building, (ii) which is
structural or affects the strength of the Building, (iii) which affects the
proper functioning of the mechanical, electrical, sanitary, heating,
ventilating, air-conditioning or other service systems of the Building or (iv)
for which it would be customary industry practice to prepare and file plans
and/or specifications for such work, or for which the New York City Buildings
Department or any other governmental agency requires the filing of plans. In
furtherance of, and without limiting the foregoing, the following Alterations
would be deemed to be Non-Material Alterations: (i) all purely decorative

                                      -66-
<PAGE>

changes (such as carpeting, painting, wall-papering, wall hangings or other
decorations) and (ii) putting up a partition to divide one office into two work
spaces.

                  Tenant shall not perform any Material Alterations without
Landlord's prior written consent. Landlord agrees not to unreasonably withhold,
condition or delay its approval of any Material Alteration. For purposes hereof,
Landlord shall not be deemed to be acting unreasonably if it withholds approval
of a Material Alteration which:

                  (i)   affects the exterior appearance of the Building,

                  (ii)  would have a material adverse affect on the heating,
                        ventilation and air-conditioning, mechanical,
                        electrical, fire and life safety or plumbing facilities
                        of the Building that are not located wholly within and
                        exclusively serving the Premises or

                  (iii) would  have  an  adverse   affect  on  the  structural
                        integrity or strength of the Building.

                  Tenant shall fully and promptly comply with and observe the
Alteration Rules and Regulations set forth as Exhibit G attached hereto;
provided, however, that in case of any conflict or inconsistency between the
provisions of this lease and the Alterations Rules and Regulations, the
provisions of this lease shall control. Nothing contained in this subsection
12.01(a) shall be construed to prohibit exercise by Tenant of its right to make
the installations specified in Section 19.01 hereof in accordance with plans
submitted by Tenant to Landlord for its approval pursuant to subsection
12.01(c).

            (b) Before proceeding with any Material Alteration, Tenant shall
submit to Landlord, for Landlord's approval, drawings, plans and specifications
for the work to be done and, subject to the deemed approval provisions
hereinafter set forth, shall not proceed with such work until it obtains
Landlord's written approval of such drawings, plans and specifications.
Notwithstanding anything to the contrary contained herein, Tenant shall not be
required to submit plans and/or specifications with respect to

                  (x)   Non-Material Alterations, or

                  (y)   the installation of telephone and communications conduit
                        and cabling within the Premises (it being understood
                        that the communications closets of Building are not
                        within the Premises).

            (c) If Landlord shall fail to respond to Tenant's written request
for approval of any Material Alterations, which request shall be accompanied by
drawings, plans and specifications in accordance with the provisions of Section
12.01 hereof (herein called an "Initial Alterations Request"), within ten (10)
Business Days after such Initial Alterations Request is made by Tenant, with
Landlord's approval or disapproval with detailed comments thereon explaining the
reasons for such disapproval, then Tenant shall have the right to give to

                                      -67-
<PAGE>

Landlord a second notice (herein called a "Second Alterations Request"), and if
Landlord shall fail to respond to such Second Alterations Request within five
(5) Business Days after Landlord's receipt thereof with Landlord's approval or
disapproval with detailed comments thereon explaining the reasons for such
disapproval, then such Second Alterations Request shall be deemed approved by
Landlord, provided that such Initial Alterations Request and Second Alterations
Request shall have specifically referred to this Section 12.01 and specifically
stated that Landlord must respond within such ten (10) Business Day and five (5)
Business Day periods or such Second Alterations Request for approval shall be
deemed approved. There shall be no charge to Tenant for Landlord's review and/or
approval of Tenant's plans and specifications for Alterations. In the event
that, following the approval by Landlord of any drawings, plans or
specifications submitted by Tenant, Tenant shall modify any such drawings, plans
or specifications, then, in the event that such modification is of such scope
that it would, standing alone, constitute a Material Alteration, such
modification shall be subject to Landlord's written approval or deemed approval
in accordance with the provisions of this Section 12.01. In the event that such
modification is of such scope that it would, standing alone, constitute a
Non-Material Alteration, such modification shall not require Landlord's
approval, provided however, the drawings, plans or specifications reflecting
such modifications (herein called "Modified Plan") must be submitted to Landlord
prior to the performance of the work shown on the Modified Plan. Any disapproval
given by Landlord shall be ineffective unless accompanied by a statement setting
forth in reasonable detail the reasons for such disapproval. In addition, Tenant
may submit to Landlord layouts, drawings and schematic plans preparatory to the
preparation of plans and specifications for any such Alteration, and Landlord
shall either approve or disapprove such layouts, drawings or schematic plans
within the applicable time period for Landlord's approval or disapproval of
Tenant's plans and specifications set forth above. If Landlord shall fail to
disapprove such layouts, drawings or schematic plans within such period, the
same deemed approval procedure provided for above with respect to plans and
specifications shall apply. Notwithstanding any such approval, Tenant shall
submit the plans and specifications for such Alteration to Landlord for
Landlord's prior approval, provided that Landlord shall not disapprove such
plans and specifications to the extent they shall have been prepared based upon
and constitute the foreseeable resulting product of the layouts, drawings and
schematic plans which Landlord shall have previously approved and which are not
inconsistent therewith and do not contain any features or materials or
requirements not reasonably foreseeable therefrom, unless such disapproval is
based on a change in laws or requirements of any public authorities or a
material error in the layouts, drawings or schematic plans.

            (d) (i) Before proceeding with any Alteration the cost of which
(exclusive of the cost of decorating work and items constituting Tenant's
Property), as estimated by a reputable contractor designated by Landlord, will
exceed two percent of Tenant's tangible net worth, as reflected on Tenant's most
recent balance sheet (regardless of whether the same is being prosecuted by
Tenant or a subtenant), Tenant shall furnish to Landlord one of the following
(as selected by Landlord): (i) a cash deposit, or (ii) an irrevocable,
unconditional, negotiable letter of credit, issued by and drawn on a bank or
trust company which is a member of the New York Clearing House Association in a
form reasonably satisfactory to Landlord (such deposit or letter of credit, as
the case may be, is herein called the "Alterations Security"); each to be in an

                                      -68-
<PAGE>

amount equal to one hundred twenty-five (125%) percent of the cost of the
Alteration, estimated as set forth above. Any such letter of credit shall be for
one year and shall be renewed by Tenant each and every year until the Alteration
in question is completed and shall be delivered to Landlord not less than thirty
(30) days prior to the expiration of the then current letter of credit. Failure
to deliver such new letter of credit on or before said date shall be a material
breach of this Lease and Landlord shall have the right, inter alia, to present
the then current letter of credit for payment and hold the proceeds thereof as
Alterations Security.

                  (ii) Upon (x) the completion of the Alteration in accordance
with the terms of this Article 12 and (y) the submission to Landlord of proof
evidencing the payment in full for said Alteration, the Alterations Security (or
the balance of the proceeds thereof, if Landlord has drawn on or released any
thereof) shall be returned to Tenant with appropriate documentation.

                  (iii) Provided that (x) Tenant shall not then be in default
beyond any applicable notice and grace periods with respect to any of the terms,
provisions, covenants and conditions of this Lease and (y) Landlord shall not
have theretofore drawn on the Alterations Security, the required amount of the
Alterations Security shall be reduced, not more frequently than monthly, by an
amount equal to the Alterations Security Release Installment (as such term is
hereinafter defined) within thirty (30) days following submission by Tenant of a
written request for such reduction (herein called a "Alterations Security
Release Request"), accompanied by the Alterations Security Release Documents (as
such term is hereinafter defined), and the amount of such reduction shall be
refunded by Landlord to Tenant (or, in the event that Tenant shall have
delivered a letter of credit to Landlord pursuant to Section 12.01(d)(i) hereof,
Landlord shall consent to a reduction in the amount of such letter of credit by
such amount). Landlord's and Tenant's rights to the Alterations Security, as
reduced in accordance with the preceding sentence, shall be the same as if that
sum had been provided for as the Alterations Security originally deposited
hereunder. As used herein, the following terms shall have the following
meanings:

                        (x)   the term "Alterations Security Release
                              Installment" shall mean the product obtained by
                              multiplying the amount of the Alterations Security
                              by a fraction, the numerator of which is equal to
                              the actual costs paid by Tenant for completed
                              portions of the Alterations referenced in the
                              Alterations Security Release Request (as evidenced
                              by the paid invoices delivered to Landlord in
                              conjunction with the delivery of the Alterations
                              Security Release Documents), and the denominator
                              of which is equal to the total estimated cost of
                              Alterations, which estimate shall be made, and
                              certified to, by Tenant's architect in good faith
                              based on Tenant's drawings, plans and
                              specifications, provided that at no time during
                              the progress of any Alterations shall the amount
                              of the Alterations Security deposited with

                                      -69-
<PAGE>

                              Landlord represent less than one hundred
                              twenty-five (125%) percent of the cost of the
                              portion of such Alterations remaining to be
                              performed, estimated as set forth above; and

                        (y)   the term "Alterations Security Release Documents"
                              shall mean (w) paid invoices for the portion of
                              the Alterations performed since the submission of
                              the most recent Alterations Security Release
                              Request, (x) a certificate signed by Tenant's
                              architect and an officer of Tenant certifying that
                              the Alterations represented by the aforesaid
                              invoices has been satisfactorily completed in
                              accordance with Tenant's drawings, plans and
                              specifications, (y) evidence that any mechanic's
                              lien theretofore filed in respect of such
                              Alterations has been discharged of record, and (z)
                              prior to the release of the final $50,000 of the
                              Alterations Security, final "as-built" drawings,
                              and all sign-offs, inspection certificates and
                              permits required to be issued by the New York City
                              Building Department, Fire Department and by any
                              other governmental entities having jurisdiction
                              thereover.

At any and all reasonable times during the progress of such Alterations, upon
reasonable notice to Tenant (which notice may be oral), representatives of
Landlord shall have the right of access to the Premises and inspection thereof
(provided, however, that such representatives use reasonable efforts to minimize
interference with the performance of such Alterations and shall be subject to
reasonable security requirements of Tenant or Tenant's contractor) and Landlord
shall have the right to withhold the refund of any portion of the Alterations
Security representing the reasonably estimated cost of remedying any work
performed in violation of this lease provided that Landlord shall have given
Tenant prior notice of such violation and a reasonable period to correct such
violation. Landlord shall incur no liability, obligation or responsibility to
Tenant or any third party by reason of the access and inspection provided in
this Section 12.01(d)(iii), except if caused by Landlord's negligence or willful
misconduct.

                  (iv) Upon Tenant's failure to properly perform, complete and
fully pay for the said Alteration, as determined by Landlord, Landlord shall be
entitled to draw on the Alterations Security to the extent Landlord reasonably
deems necessary in connection with the said Alteration, the restoration and/or
protection of the Premises or the Building and the payment or satisfaction of
any costs, damages or expenses in connection with the foregoing and/or Tenant's
obligations under this Article 12.

                  (v) Notwithstanding anything to the contrary contained herein,
the provisions of this Section 12.01(d) shall not apply to a Bear Stearns
Tenant.

                                      -70-
<PAGE>

            (e) Except to the extent that Landlord's approval of a proposed
Alteration shall be conditioned upon the performance thereof in a designated
manner or to a designated specification, Tenant agrees that any review or
approval by Landlord of any plans and/or specifications with respect to any
Alteration is solely for Landlord's benefit, and without any representation or
warranty whatsoever to Tenant with respect to the adequacy, correctness or
efficiency thereof or otherwise.

            (f) Notwithstanding anything to the contrary in this Article 12,
Landlord shall not be required to execute any application for a governmental
permit or approval with respect to any proposed Alteration if such proposed
Alteration would violate any of the provisions of any Superior Mortgage,
Superior Lease or this lease, any laws and requirements of public authorities or
any applicable requirements of insurance bodies.

            (g) Except as specifically set forth to the contrary elsewhere in
this lease (e.g., Section 2.02(b) regarding Landlord's cooperation in connection
with public assembly permits), in no event shall Tenant be required to pay to
Landlord any construction supervisory or other fee in connection with Tenant's
Alterations.

      12.02. Tenant, at its expense, shall obtain all necessary governmental
permits and certificates for the commencement and prosecution of Alterations and
for final approval thereof upon completion, and shall cause Alterations to be
performed in compliance therewith and with all applicable laws and requirements
of public authorities and with all applicable requirements of insurance bodies.
Landlord shall join in any applications for any permits, approvals or
certificates required to be obtained by Tenant in connection with any Alteration
to which Landlord has given its consent (or for which Landlord's consent is not
required or is deemed given) and shall otherwise cooperate with Tenant in
connection with such applications and the performance of Alterations; provided
that (a) Tenant shall (i) reimburse Landlord for any reasonable out-of-pocket
cost or expense incurred by Landlord in connection therewith, and (ii)
indemnify, defend and hold Landlord harmless against any loss, cost, claims or
liability incurred by Landlord in connection therewith, and (b) any permit,
approval or certificate obtained by Tenant shall be used by Tenant only in
connection with an Alteration which Landlord has previously approved (or for
which Landlord's approval is not required or is deemed given). Alterations shall
be diligently performed in a good and workmanlike manner substantially in
accordance with the plans and specifications therefor as approved by Landlord
(if such approval is required hereunder), using materials and equipment at least
equal in quality and class to materials generally used by tenants in buildings
comparable to the Building in midtown Manhattan. Alterations shall be performed
by contractors selected by Tenant who shall be reasonably acceptable to
Landlord; provided however, that:

      (i)   any Alterations, tie-ins, testing, adjusting or removals involving
            the life safety system of the Building shall be (A) performed only
            with materials purchased from Landlord's designated life safety
            contractor (or with the same materials used by Landlord's designated
            life safety contractor) and (B) either (x) performed by Landlord's
            designated life safety contractor, at Tenant's commercially

                                      -71-
<PAGE>

            reasonable cost and expense or (y) supervised by Landlord's
            designated life safety contractor, at Tenant's commercially
            reasonable cost and expense, and

      (ii)  Tenant shall not, directly or indirectly, employ, or permit the
            employment of, any contractor, mechanic or laborer if such
            employment interferes or causes any conflict with other contractors,
            mechanics or laborers engaged in the construction, maintenance or
            operation of the Building by Landlord or Tenant.

In the event of any such interference or conflict (unless caused by Landlord),
Tenant, upon demand of Landlord, shall cause all contractors, mechanics or
laborers causing such interference or conflict to forthwith remedy such
interference or conflict, and if such attempt to forthwith remedy such
interference or conflict proves futile, to leave the Building immediately.
Alterations shall be performed in such manner as not to unreasonably interfere
with or delay and as not to impose any additional expense upon Landlord in
providing or furnishing maintenance, repair, security or other services to other
tenants of the Building; and if any such additional reasonable out-of-pocket
expense shall be incurred by Landlord as a result of Tenant's performance of any
Alterations, Tenant shall pay such additional reasonable expense within thirty
(30) days after demand therefor by Landlord. Throughout the performance of
Alterations, Tenant, at its expense, shall carry, or cause to be carried,
workers' compensation insurance in statutory limits and general liability
insurance, with completed operation endorsement for any occurrence in or about
the Building, under which Landlord and its agent and any Superior Mortgagee
whose name and address shall previously have been furnished to Tenant shall be
named as additional insured, in such limits as Landlord may reasonably require,
with insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord
with reasonably satisfactory evidence that such insurance is in effect at or
before the commencement of Alterations and, on request, at reasonable intervals
thereafter during the continuance of Alterations. Notwithstanding any language
to the contrary contained in this lease, the risk of loss of any Alterations
while the same are in progress, shall be entirely borne by Tenant.

      12.03. Tenant, at its expense, and within the time period set forth below,
shall procure the cancellation or discharge of all notices of violation arising
from or otherwise connected with Alterations, or any other work, labor, services
or materials done for or supplied to Tenant (other than by Landlord), or any
person claiming through or under Tenant, which shall be issued by the Department
of Buildings of the City of New York or any other public authority having or
asserting jurisdiction. Tenant shall defend, indemnify and save harmless
Landlord from and against any and all mechanics' and other liens and
encumbrances filed in connection with Alterations, or any other work, labor,
services or materials done for or supplied to Tenant (other than by Landlord),
or any person claiming through or under Tenant, including, without limitation,
security interests in any materials, fixtures or articles so installed in and
constituting part of the Premises and against all costs, expenses and
liabilities incurred in connection with any such lien or encumbrance or any
action or proceeding brought thereon. Tenant, at its expense, shall procure the
satisfaction or discharge of record of all such liens and encumbrances within 25
days after Tenant is given notice thereof, by payment or filing the bond
required by law or otherwise. However, nothing herein contained shall prevent

                                      -72-
<PAGE>

Tenant from contesting, in good faith and at its own expense, any notice of
violation, provided that Tenant shall comply with the provisions of Section
9.02.

      12.04. Tenant shall deliver to Landlord, as soon as reasonably practical
after the completion of any Material Alterations Tenant has performed or caused
to be performed in the Premises, three sets of "as- built" drawings of such
Alterations. Upon request of any Superior Party or Landlord on behalf of any
Superior Party, Tenant shall promptly deliver (a) if any Alterations by Tenant
are then proposed or in progress, Tenant's drawings and specifications, if any,
for such Alterations, and (b) if any Alterations by Landlord for Tenant were
performed, the "as-built" drawings for such Alterations, in Tenant's possession.

      12.05. Tenant shall be permitted to perform Alterations and receive
deliveries of construction materials between the hours of 8:00 A.M. and 6:00
P.M. on Business Days, provided that such work or deliveries shall not
unreasonably interfere with or interrupt the operation and maintenance of the
Building, or cause unreasonable annoyance to, or unreasonable interference with,
the use and occupancy of the Building by other tenants or occupants in the
Building, and provided further that any business deliveries to the Building or
any other tenant therein shall have priority over such deliveries to Tenant of
construction materials with respect to the use of loading docks and freight
elevators. Notwithstanding the foregoing, all demolition and removal of
demolition materials and rubbish arising from such Alteration shall be done at
times other than between the hours of 8:00 A.M. and 6:00 P.M. on Business Days;
provided, however, Tenant may perform demolition (but may not remove demolition
debris or materials) on floors which are not adjacent to space occupied by other
tenants or occupants of the Building during the hours between 8:00 a.m. and 6:00
p.m. on Business Days if (i) such demolition does not disturb any other tenants
or occupants of the Building and (ii) the heating, ventilating and air
conditioning system on the floor of the Premises in which such demolition is
being performed is isolated in a manner approved by Landlord (not to be
unreasonably withheld, conditioned or delayed) and at Tenant's expense from the
heating, ventilating, air-conditioning system servicing the other portions of
the Premises and the Building during such demolition. Tenant shall be permitted
to perform Alterations and receive deliveries of construction materials at times
other than between the hours of 8:00 A.M. and 6:00 P.M. on Business Days
(including weekends and holidays), provided that (x) if Tenant intends to
commence such Alterations at such other times, Tenant shall give Landlord at
least one (1) Business Day's prior notice of such Alterations and (y) Tenant
shall reimburse Landlord, within 30 days after demand therefor, for any
reasonable out-of-pocket expenses Landlord may incur in connection therewith
(including, without limitation, any overtime services provided by Landlord in
connection therewith), to the extent not otherwise paid to Landlord pursuant to
Article 16 hereof. Subject to the provisions of Sections 13.01 and 13.02, Tenant
shall have the right, but not the obligation, to remove all Alterations in and
to the Premises at any time during the term of this lease; provided, however,
that Tenant shall forthwith repair in a good and workmanlike manner any damage
to the core and shell of the Building and Building Systems caused by such
removal. Any items or installations not so removed by Tenant shall remain upon
and be surrendered with the Premises as part thereof at the end of the term of
this lease.

                                      -73-
<PAGE>

      12.06. Tenant may, not more frequently than once every 6 calendar months,
submit to Landlord a list of general contractors and contractors for any trade
and Landlord shall, within 20 days after the submission of such lists, notify
Tenant which of such contractors are reasonably acceptable to Landlord. Subject
to the provisions of the following sentence of this Section 12.06, the failure
of Landlord to object within such 20-day period shall be deemed to be Landlord's
approval of such contractors. Any such contractors approved or deemed approved
by Landlord shall be deemed reasonably acceptable to Landlord unless and until
Landlord advises Tenant in writing that such contractors are no longer
reasonably acceptable to Landlord (in which case, Tenant may submit for
Landlord's approval an amended list of contractors). In addition to the
contractors specified on any list submitted by Tenant pursuant to this Section
12.06 and reasonably acceptable to Landlord, Tenant may use other contractors,
provided that such contractors are reasonably acceptable to Landlord, and the
same approval and deemed approval procedures set forth above in this Section
12.06 shall apply with respect to such other contractors. Tenant may utilize the
services of any architect and/or engineer as long as such architect and/or
engineer is licensed in New York State.

      12.07.(a)   Intentionally Omitted.

            (b)   Intentionally Omitted.

            (c) Tenant shall, at Tenant's sole cost and expense with respect to
the preparation of any First Offer Space, install a sprinklering system in
accordance with the requirements of Local Law # 5/73, as amended (hereinafter
called "Local Law #5"). Landlord shall, at Tenant's sole cost and expense, make
all additions and alterations required by Local Law # 5 to the existing Class E
System by reason of the performance of Tenant's Alterations and Landlord at
Tenant's expense shall repair any defects, deficiencies and malfunctions of the
Class E System arising after Tenant's taking possession of such portion of the
Premises by reason of performance of Tenant's Alterations. In connection with
Tenant's performance of Tenant's Alterations, Landlord will, at Landlord's
expense, (x) bring the base Building Class E system into compliance with Local
Law #5 including, without limitation, repairing or correcting any defects,
deficiencies or malfunctions in the Class E System existing prior to
commencement of Tenant's Alterations, (y) make available to Tenant the minimum
number of tie-ins to the base Building Class E system as required by law as well
as four additional tie-ins to such base Building Class E system, and (z) provide
hydraulic pressure in the base Building standpipe of one tenth of a gallon per
usable square foot of the Premises, including any First Offer Space. Without
limiting the generality of the provisions of this subsection 12.07(c), Tenant
agrees that it shall be responsible at Tenant's cost and expense for the
installation of the sprinkler head and distribution systems necessary for its
office layout, and for any changes to the base Building Class E system required
by reason of the performance of Tenant's Alterations in the Premises or the
installation and operation of Tenant's equipment (which such changes to the base
Building Class E System shall be performed by Landlord's contractors at Tenant's
cost and expense). If Tenant's design criteria requires additional hydraulic
pressure and/or fire reserve in the Base Building Combined Fire
Standpipe/Sprinkler System which services each floor of the Premises, then
Landlord shall at Tenant's cost and expense increase such additional hydraulic
pressure and/or fire reserve so that it is sufficient for Tenant's design

                                      -74-
<PAGE>

criteria. If Landlord shall be unable to increase the additional hydraulic
pressure and/or fire reserve as aforesaid, Landlord shall increase the aforesaid
by tapping into the housetanks Building Combined Fire Standpipe/Sprinkler System
located on the roof of the Building. Any work performed by Landlord at Tenant's
expense shall be reasonably competitive with that of other contractors doing
comparable work in first-class office buildings in Manhattan.

      12.08.      Intentionally Omitted.

      12.09.      Intentionally Omitted.

      12.10. In connection with the performance of any Alteration or any repair
or replacement which Tenant is obligated to make or perform under this lease,
Landlord shall, to the extent such access is necessary and to the extent that
Landlord shall have the right to provide such access to Tenant under existing
leases, afford to Tenant access to areas of the Building outside of the Premises
for the purpose of performing any Alteration or any repair or replacement which
Tenant is obligated to make or perform under this lease; provided however, that
such access and performance of such Alteration does not disturb the occupancy of
other tenants of the Building (except to a de minimis extent) and Tenant shall
minimize interference with the use and occupancy of other tenants of their
premises and comply with any reasonable requirements imposed by such tenants in
connection with any Alteration.

                                   ARTICLE 13

                        Landlord's and Tenant's Property
                        --------------------------------

      13.01. (a) All fixtures, equipment, improvements, ventilation and
air-conditioning equipment and appurtenances attached to or built into the
Premises at the commencement of or during the term of this lease, whether or not
by or at the expense of Tenant, shall be and remain a part of the Premises,
shall, upon the expiration or sooner termination of this lease, be deemed the
property of Landlord (without representation or warranty by Tenant) and shall
not be removed by Tenant, except as provided in Section 13.02. Notwithstanding
the foregoing provisions (but subject to the provisions of this Section 13.01),
upon notice to Tenant no later than sixty (60) days prior to the Expiration Date
or upon reasonable notice with respect to such earlier date upon which the term
of this lease shall expire, Landlord, subject to the provisions of the last
sentence of this Section 13.01, may require Tenant to remove any kitchens,
cafeterias, vaults, private restrooms, security areas, staircases (other than
any staircases existing as of the date of this lease), above-slab reinforced
flooring, slab cuts, generators, uninterrupted power supply systems and
preaction fire alarm systems and associated equipment, and antennas, satellite
dishes and microwave communications facilities and associated equipment, or
other items which are unusually difficult or expensive to remove (herein
collectively called "Special Alterations"); provided, however, that Landlord
shall not have the right to require Tenant to remove any Special Alterations
existing in the Premises as of the Commencement Date (herein called
"Pre-Existing Special Alterations") unless Landlord would have had the right to

                                      -75-
<PAGE>

require Tenant to remove such Pre-Existing Special Alterations in accordance
with the terms of the Existing Lease. In such event Tenant shall remove the
foregoing from the Premises and the Building prior to the expiration of this
lease at Tenant's expense. Upon such removal Tenant shall immediately and at its
expense, repair and restore the affected portion(s) of the Premises and the
Building to the condition existing prior to installation and repair any damage
to the affected portion(s) of the Premises or the Building due to such removal.
Notwithstanding anything to the contrary contained herein: (i) Tenant may
include with any Initial Alterations Request given in accordance with the
provisions of Section 12.01 hereof a written request that Landlord designate any
Alterations that constitute Special Alterations and which Landlord will require
Tenant to remove pursuant to the provisions of Section 13.01 and (ii) Landlord
shall not have the right to require Tenant to remove any Special Alterations not
so designated by Landlord at such time. Any such request made by Tenant must
specifically refer to the provisions of this Section 13.01 and the consequences
of Landlord's failure to designate any such Alterations as Special Alterations
which will be required to be removed by Tenant.

            (b) Supplementing the provisions of Section 13.01(a) above, Tenant
shall have the right, but not the obligation, at any time when there remains
less than six (6) months but more than sixty (60) days before the Expiration
Date, to give a notice to Landlord (herein called a "Special Alterations
Inquiry") requiring Landlord to advise Tenant which, if any, Special
Alterations, Landlord will require Tenant to remove from the Premises. In the
event that Landlord does not respond to the Special Alterations Inquiry within
ten (10) Business Days, Tenant shall have the right to give to Landlord a second
notice (herein called a "Second Special Alterations Inquiry"), and if Landlord
shall fail to respond to such Second Special Alterations Inquiry within five (5)
Business Days after Landlord's receipt thereof, Landlord shall be deemed to have
waived its right to require Tenant to remove Special Alterations from the
Premises (except to the extent, if any, that Landlord shall have theretofore
notified Tenant that one or more Special Alterations would have to be removed at
the end of the term of this lease), provided that such Special Alterations
Inquiry and Second Special Alterations Inquiry shall have specifically referred
to this Section 13.01 and specifically stated that Landlord must respond within
such ten (10) Business Day and five (5) Business Day periods or Landlord shall
be deemed to have waived its right to require Tenant to remove Special
Alterations from the Premises (except to the extent, if any, that Landlord shall
have theretofore notified Tenant that one or more Special Alterations would have
to be removed at the end of the term of this lease).

            (c) In the event of a dispute as to whether an Alteration
constitutes a Special Alteration, either party shall have the right to submit
such dispute to expedited arbitration in accordance with the provisions of
Section 34.06 below.

      13.02. All movable partitions, furniture systems, special cabinet work,
business and trade fixtures, machinery and equipment, communications equipment
(including, without limitation, telephone system, security system and wiring)
and office equipment, whether or not attached to or built into the Premises,
which are installed in the Premises by or for the account of Tenant and can be
removed without structural damage to the Building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and

                                      -76-
<PAGE>

located in the Premises (herein collectively called "Tenant's Property") shall
be and shall remain the property of Tenant and may be removed by Tenant at any
time during the term of this lease; provided that if any of Tenant's Property is
removed, Tenant shall repair or pay the cost of repairing any damage to the
Premises or to the Building resulting from the installation and/or removal
thereof.

      13.03. Except as set forth in Section 13.02 above, at or before the
Expiration Date of this lease (or within 20 days after any earlier termination
of this lease) Tenant, at its expense, shall remove from the Premises all of
Tenant's furniture, equipment and other moveable personal property not affixed
or attached to the Premises (except for such items thereof as Landlord shall
have expressly permitted to remain, which property shall become the property of
Landlord if Tenant does not remove same as permitted under this Section 13.03),
and Tenant shall repair any damage to the Premises or the Building resulting
from any installation and/or removal of Tenant's Property.

      13.04. Any other items of Tenant's Property which shall remain in the
Premises after the Expiration Date of this lease, or within 20 days following an
earlier termination date, may at the option of Landlord, be deemed to have been
abandoned, and in such case such items may be retained by Landlord as its
property or disposed of by Landlord, without accountability, in such manner as
Landlord shall determine, and Tenant shall reimburse Landlord for Landlord's
reasonable, actual, out-of-pocket expenses in connection therewith.

                                   ARTICLE 14

                             Repairs and Maintenance
                             -----------------------

      14.01. Subject to the provisions of Section 14.02, Tenant shall, at its
expense, throughout the term of this lease, take good care of and maintain in
good order and condition the Premises and the fixtures and appurtenances
therein, subject to reasonable wear and tear and, subject to the provisions of
Article 22 hereof, fire and other casualty. Tenant shall also keep clean and in
good and lawful order and condition any kitchens, cafeterias and dining rooms in
the Premises and comply with the provisions of Section 14.04 hereof. Tenant
shall be responsible for all repairs, interior and exterior, structural and
non-structural, ordinary and extraordinary, foreseen or unforeseen, in and to
the Premises (except that Landlord, and not Tenant, shall make and pay for such
repairs if and to the extent that (i) Landlord shall be obligated to perform the
same pursuant to the terms of this lease, or (ii) such repairs are attributable
to any act or omissions of Landlord or Landlord's agents, employees or
contractors), and shall be responsible for the cost of all repairs, interior and
exterior, structural and non-structural, ordinary and extraordinary, foreseen or
unforeseen, in and to the Building and the facilities and systems thereof, the
need for which arises out of (a) the performance or existence of Alterations or
any other work, labor, services, materials or equipment done or supplied to
Tenant or any person claiming through or under Tenant, (b) the installation, use
or operation of Tenant's Property, (c) the moving of Tenant's Property in or out
of the Building, (d) the act, omission, misuse or neglect of Tenant or any of
its subtenants or its or their employees, agents, contractors or invitees, or
(e) design flaws in any of Tenant's plans and specifications regardless of the

                                      -77-
<PAGE>

fact that such Tenant's plans may have been approved by Landlord, except to the
extent that any such design flaws arise out of incomplete or inaccurate
information furnished in writing by Landlord or any agents, contractors,
architects or engineers acting on behalf of Landlord. Notwithstanding the
foregoing, Tenant shall not be responsible for repairs to any portion of the
structure, shell or core of the Building or any Building Systems or any common
or public areas or facilities of the Building or the Land, except to the extent
that (X) the need for such repairs or replacements arises from modifications,
alterations, additions, installations or improvements made by Tenant to the
structure, shell or core of the Building or to the Building Systems or (Y) the
need for such repairs or replacements arises from the matters set forth in
clauses (a), (b), (c), (d) or (e) of the third sentence of this Section 14.01 or
from the negligence or willful misconduct of Tenant, its employees, agents or
contractors. Tenant, at its expense, shall promptly replace all broken doors and
glass (other than broken window glass, unless the same was broken due to the
act, omission or negligence of Tenant) in and about the Premises, including,
without limitation, entrance doors. Tenant shall be responsible for all repairs,
maintenance and replacement of wall and floor coverings in the Premises and for
the repair, replacement and maintenance of all sanitary and electrical and
heating, ventilating, air-conditioning and mechanical fixtures and equipment
therein which were installed by Tenant. Tenant shall promptly make, at Tenant's
expense, all repairs in or to the Premises for which Tenant is responsible. Any
repairs required to be made pursuant to this lease by Tenant to the mechanical,
electrical, sanitary, heating, ventilating, air-conditioning or other systems of
the Building shall be performed only in accordance with the provisions of
Article 12 hereof as though such repairs constitute an Alteration. Any other
repairs in or to the Building (other than the Premises) and such systems for
which Tenant is responsible shall be performed by Landlord at Tenant's expense
at reasonably competitive prices.

      14.02. Landlord shall, at its expense, make all necessary repairs,
interior or exterior, structural or nonstructural, to keep the Building,
including, without limitation, the Building's mechanical, electrical, sanitary,
heating, ventilating and air-conditioning systems (but excluding all other
components of distribution of such systems including, without limitation, the
distribution loops of the sprinkler system and the supplemental systems
installed or caused to be installed by Tenant, which Tenant shall, at its
expense, maintain and repair) and other service systems of the Building
(including the Class E systems and risers of the sprinkler system, but excluding
the branches and sprinkler heads and distribution loops of such system, which
Tenant shall, at its expense, maintain and repair) in good order and repair,
excluding, however, (i) repairs which Tenant is obligated to make pursuant to
the terms of this lease and (ii) repairs with respect to which the failure to
make such repairs shall have no affect with respect to the Premises, and shall
otherwise clean, maintain and operate the Building in conformance with standards
applicable to first-class office buildings in Manhattan. Landlord shall, at its
expense, keep the peripheral induction units in the Premises in good working
order and repair, subject to reimbursement pursuant to the provisions of Article
3 hereof. All repairs made by Landlord shall be diligently performed in a good
and workmanlike manner and otherwise in accordance with, and subject to, the
provisions of this Article 14.

      14.03. Except as otherwise expressly provided in this lease, Landlord
shall have no liability to Tenant, nor shall Tenant's covenants and obligations

                                      -78-
<PAGE>

under this lease be reduced or abated in any manner whatsoever, by reason of any
inconvenience, annoyance, interruption or injury to business arising from
Landlord's making any repairs or changes which Landlord is required or permitted
by this lease, or required by law, to make in or to any portion of the Building
or the Premises, or in or to the fixtures, equipment or appurtenances of the
Building or the Premises; provided that, except in emergencies, Landlord shall
take all reasonable steps to minimize any interference with the conduct of
Tenant's business in the Premises in connection with the performance of such
repairs or changes. Nothing contained above shall require Landlord to make such
repairs or changes other than during Business Hours of Business Days (as such
terms are hereinafter defined), unless the condition necessitating such repair
(i) results in a material diminution of access to the Premises or any portion
thereof, (ii) imminently threatens the health or safety of any occupant of the
Premises, or (iii) materially interferes with Tenant's ability to conduct its
business in all or any portion of the Premises. In all other events, Landlord
shall, at Tenant's request and if otherwise practicable, perform such work at
times other than during Business Hours of Business Days, provided that Tenant
agrees to pay Landlord's additional, reasonable out-of-pocket costs of
performing such work at such other times, to the extent not otherwise paid
pursuant to Article 16 hereof.

      14.04.  Tenant agrees that in connection with any  kitchens, cafeterias
and dining rooms in the Premises, Tenant shall:

            (a) install all necessary and proper grease traps or other apparatus
and will keep the same maintained in good order and repair for the purpose of
preventing any stoppage or interference with the general plumbing or sewerage
system of the Building emanating from the Premises. Landlord will, at Tenant's
sole cost and expense (which shall be commercially competitive), promptly remove
and/or repair any stoppage or interference with said general plumbing or
sewerage system due to the carelessness, neglect, improper conduct, acts of
omission or commission, or other cause of Tenant, its agents, licensees,
invitees, or employees or otherwise, originating from the Premises; and

            (b) eliminate from the Premises all obnoxious fumes, odors or gases
which may emanate to any portion of the Building. No fumes, odors or gases shall
be exhausted to the Building corridors, or areas in front of or adjacent to the
Premises;

            (c) keep the ventilating hoods over ranges and cooking equipment and
duct work to the main vertical risers clean, in a manner and under conditions
reasonably satisfactory to Landlord, keep all plumbing in the Premises and
sanitary systems and installations serving the Premises in a good state of
repair and operating condition to the points they connect with the main vertical
risers and stacks of the Building, bag and remove all rubbish and other debris
from the Premises daily during hours and through areas designated by Landlord to
the Building's designated disposal area under conditions approved by Landlord;

            (d) maintain an Ansul or similar system in good working condition
throughout the term of this lease, and shall install and maintain such equipment

                                      -79-
<PAGE>

and such service contracts as may be required to avoid increase in insurance
premiums (if any such increase shall occur, Tenant shall pay the same);

            (e) provide a refrigerated garbage storage room (plans and
specifications thereof to be approved by Landlord which approval shall not be
unreasonably withheld, conditioned or delayed) or other means of disposing of
garbage reasonably satisfactory to Landlord; provided however, Landlord will
require Tenant to install and use such refrigerated storage system only with
respect to cafeterias within the Premises and only if wet garbage therefrom
causes a rodent or insect problem or odor problem.

                                   ARTICLE 15

                                 Electric Energy
                                 ---------------

      15.01. (a) Landlord shall deliver electric energy to the floors of the
Premises by means of the Building system feeders, risers and wiring. Such
electric energy shall, except as provided in Section 15.08 hereof, be furnished
through and measured by separate submeters (hereinafter called "Tenant's
Meters") and related equipment, installed (and maintained during the term of
this lease) by Landlord at Tenant's expense (except to the extent that such
submeters are existing, in which case Landlord shall, if and to the extent
necessary, retrofit such submeters at Tenant's expense), which expense shall be
reasonably competitive with that of other contractors doing comparable work in
first class office buildings in Manhattan. Tenant shall pay Landlord for such
electric energy as Additional Charges, within fifteen (15) Business Days after
Landlord bills Tenant therefor, which bills shall be rendered not more often
than monthly. The amount of such Additional Charges shall be calculated in
accordance with the provision of Section 15.02.

            (b) Landlord shall make available to Tenant in the Premises
originally demised hereunder electric energy in the amount of six (6) watts
demand load per rentable square foot average per floor, exclusive of electricity
serving the Building HVAC system (the "Electric Capacity"). Landlord shall
maintain such Electric Capacity throughout the term of this lease, unless
Landlord is prevented from doing so by the act or negligence of Tenant or any
person claiming by, through or under Tenant (including, without limitation, any
Alterations performed by Tenant or any such other person). Pursuant to an
agreement between Landlord and Tenant under the Existing Lease, the Electric
Capacity is currently supported by an emergency generator which is Landlord's
property and which is operated by Landlord. From and after the Commencement
Date, the Electric Capacity will no longer be supported by such emergency
generator and prior thereto, Tenant, at its sole cost and expense, shall
disconnect its installations from such emergency generator.

      15.02. (a) The amounts to be charged to Tenant by Landlord per kilowatt
hour ("KWH") pursuant to this Article 15 for electricity consumed within the
Premises (and by any equipment installed by Tenant outside of the Premises)
shown on Tenant's Meters shall be one hundred five percent (105%) of the average
amount at which Landlord from time to time purchases each KWH of electricity for

                                      -80-
<PAGE>

the same period from the utility company, including all surcharges, taxes, fuel
adjustments and sales taxes and charges regularly passed on to customers by the
public utility and other sums payable in respect thereof to the public utility
for the supply of electric energy to Landlord for the entire Building (which
would include the utility Time of Day Rate or similar provisions affecting the
utility service classification applicable to the Building) as more specifically
set forth below. Tenant and its authorized representative may have access to
Tenant's Meters on at least one day's request (which need not be in writing) for
the purpose of verifying Landlord's meter readings. The amount paid by Landlord
per KWH shall be determined by dividing Landlord's total bill from the utility
company for each period by the total KWHs consumed by the Building as shown by
said bill (the "Quotient"), and the charge to Tenant pursuant to this Article 15
for electricity consumed within the Premises (and by any equipment installed by
Tenant outside of the Premises) in the event of submetering shall be calculated
by multiplying the electricity consumed by Tenant within such period by the
Quotient and multiplying the resultant product by 105%. In determining such
amount, if more than one submeter shall measure Tenant's electrical usage, such
calculation shall be made on the basis that the aggregate readings of all
submeters were registered as a single total on one submeter.

            (b) If pursuant to laws and requirements of public authorities, the
charges to Tenant pursuant to Section 15.02 shall be reduced below that to which
Landlord is entitled under such Section, the deficiency shall be paid by Tenant
within thirty (30) days after being billed therefor, as Additional Charges for
the use and maintenance of the electric distribution system of the Building. If
any charge or tax is imposed upon the sale or resale of electric energy to
Tenant, then, to the extent permitted by law, the amount of such charge or tax
shall be paid by Tenant, and Landlord may include the amount thereof in its
bill(s) to Tenant.

            (c) Landlord shall use commercially reasonable efforts to minimize
Landlord's cost of electricity by obtaining competitively-priced electrical
energy, provided however, in no event shall such reasonable efforts be deemed to
include entering into a contract with an electricity generator or electricity
provider which, in Landlord's reasonable judgment, might have an adverse effect
on the quantity, quality or character of electric service provided to the
Building.

      15.03. Tenant's use of electric current shall never exceed the design
capacity of the then existing feeders to the Building or the risers, electrical
conductors, electrical equipment and wiring installations serving the Premises.
The foregoing notwithstanding, it is expressly understood and agreed that
nothing herein shall limit Landlord's obligation to provide the Electric
Capacity, except as specifically set forth to the contrary in this lease (e.g.,
the second sentence of Section 15.01(b) hereof). Any additional risers, feeders
or other equipment or service proper or necessary to supply Tenant's electrical
requirements, upon written request of Tenant, will be installed by Landlord, at
the sole cost and expense of Tenant (provided Landlord performs such work at
reasonably competitive prices), if in Landlord's reasonable judgment, the same
will not cause permanent damage or injury to the Building or the Premises or
cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations, repairs, use of vertical columns in the Building or
interfere with or disturb other tenants or occupants or unreasonably interfere

                                      -81-
<PAGE>

with Landlord's electrical requirements. In the event that Tenant's electrical
requirements will exceed the design capacity of the then existing risers or
other equipment serving the Premises, Landlord will supply such additional
requirements from the supply of electricity available in the Building to the
extent that electrical current is available in the Building after making
provision for electrical current for current and future tenants of the Building
at six (6) watts of demand load per usable square foot (plus additional electric
current for current and future tenants of the Building in the same amount per
rentable square foot of the additional electric current then being and
theretofore requested by and granted to Tenant), and a sufficient amount of
electrical current to operate the Building systems and Building equipment. In
the event that such electrical current is not available, Landlord will apply to
the public utility company to obtain such additional electrical current provided
that Tenant shall be responsible for the payment of commercially competitive
costs and expenses incurred by Landlord in connection therewith and to the
extent such additional electrical current shall be utilized by other tenants or
Landlord, the aforesaid costs and expenses shall be prorated among Tenant, such
tenants and Landlord based on use of such electrical current.

      15.04. Except as otherwise set forth in this lease, Landlord shall not in
anywise be liable or responsible to Tenant for any loss, damage or expense which
Tenant may sustain or incur if:

            (a) the quantity or character of electric service is changed by the
public utility company or is no longer available or suitable for Tenant's
requirements by reason of acts or omissions of such public utility company; or

            (b) the supply of electric energy to the Premises is temporarily
interrupted, unless such interruption is caused by (x) the acts or omission of
Landlord or its servants, employees, agents or contractors or (y) the failure of
Landlord's equipment and Landlord, using diligence (and overtime work, when
required by the provisions of Section 14.03), fails to repair such equipment
within a reasonable period of time after Landlord is given notice of such
failure, in either of which cases (i) Tenant shall first seek to recover any
damage sustained by Tenant from Tenant's insurance carrier (it being agreed that
Tenant, in accordance with the provisions of Section 10.03 hereof, shall either
obtain in its insurance policies a clause waiving any right of subrogation
against Landlord or any agent, servant or employee of Landlord with respect
thereto or name Landlord as an additional insured (but not a loss payee) under
such policies), (ii) Landlord's liability shall be limited to the actual damage
to Tenant's Property which is in excess of the amount, if any, recovered by
Tenant from its insurance carrier, and (iii) in no event shall Landlord be
liable for any consequential damages which Tenant may sustain.

      15.05. Notwithstanding the provisions of Section 15.03 above, Tenant may
connect additional electrical equipment to the Premises electric distribution
system without Landlord's prior written consent, provided that Tenant may not
thereby exceed the Electrical Capacity available to any floor of the Premises or
portion thereof.

      15.06. Landlord, at any time upon at least ninety (90) days' notice to
Tenant, may discontinue Landlord's provision of electric energy hereunder if
Landlord shall be required to do so by law or by the public utility furnishing

                                      -82-
<PAGE>

electricity to the Building and Landlord discontinues the provision of electric
energy to all other tenants of the Building with respect to which Landlord is
required by such law or public utility to do so, except that if Tenant shall be
unable to obtain electrical service from the public utility within said ninety
(90) day period, Landlord shall, if Landlord is permitted to do so, continue to
furnish electricity to Tenant until such time as Tenant shall obtain electric
service directly from the public utility, provided that Tenant shall have used,
and shall continue to use, due diligence to obtain such electrical service. If
Landlord shall be so required to discontinue furnishing electricity to Tenant,
this lease shall continue in full force and effect and shall be unaffected
thereby, except only that from and after the effective date of such
discontinuance, Landlord shall not be obligated to furnish electricity to Tenant
and Tenant shall not be obligated to pay Landlord additional rent under Section
15.01 hereof. If Landlord so discontinues furnishing electricity to Tenant,
Tenant shall obtain electric energy directly from the public utility company
furnishing electric service to the Building, and Landlord shall reasonably
cooperate with Tenant in connection therewith. The cost of such service shall be
paid by Tenant directly to such public utility. Such electric energy may be
furnished to Tenant by means of the then existing Building system feeders,
risers and wiring to the extent that the same are available, suitable and safe
for such purpose. All meters and additional panel boards, feeders, risers,
wiring and other conductors and equipment which may be required to obtain
electric energy directly from such public utility company shall be furnished and
installed by Landlord. If Landlord shall have discontinued furnishing
electricity to Tenant in the Premises or to any other tenant in the Building due
to any law or requirement of any public authority or of the public utility
company servicing the Building, then the expense of such installation and
cut-over as to all rentable areas of the Building shall be deemed to be an
Operating Expense as provided in Section 3.07(a)(xi).

      15.07.      Intentionally Omitted.

      15.08. Notwithstanding any language to the contrary in Section 15.01, if
at any time during the term of this lease Landlord is obligated to furnish
electricity to any First Offer Space or any other portion of the Premises, which
quantity of electricity is required to be measured by submeters pursuant to
terms of this lease, and such submeters are not yet installed then, prior to the
installation of such submeters, or at any time when such submeters are not
operational, Landlord shall furnish electricity to the applicable portion of the
Premises in accordance with the provisions of Exhibit N annexed hereto.
Notwithstanding any language to the contrary in Section 15.01 or any other
portion of this lease, if at any time during the term of this lease Landlord is
obligated to furnish electricity to any portion of the Premises on a "rent
inclusion" basis, Landlord shall furnish such electricity to such portion of the
Premises in accordance with the provisions of Exhibit N annexed hereto.

                                      -83-
<PAGE>

                                   ARTICLE 16

                               Landlord's Services
                               -------------------

      16.01. Landlord, at its expense, shall supply conditioned air to the main
core air-conditioning duct and the peripheral induction units on each floor of
the Premises during Business Hours of Business Days, and between the hours of
8:00 a.m. and 1:00 p.m. on Saturdays, in accordance with the Mechanical
Specifications set forth in Exhibit I hereto. "Business Hours" shall mean the
hours between 8:00 a.m. and 6:00 p.m. on Business Days. "Business Days" shall
mean all days except Saturdays, Sundays and those days designated as holidays by
the New York Stock Exchange. If Tenant shall require heat, ventilation and/or
air conditioning for any portion of the Premises at any time other than during
Business Hours or the hours of 8:00 a.m. and 1:00 p.m. on Saturdays, Landlord
shall furnish such service for such times upon not less than four hours' advance
request by Tenant for periods after 6 p.m. on Business Days and upon not less
than 24 hours' notice for all other periods (which request need not be in
writing), and Tenant shall pay to Landlord, within 10 days after demand
therefor, Landlord's charges for such services as set forth in Exhibit J annexed
hereto.

      16.02. Except as otherwise expressly provided in Section 16.01, Landlord
shall not be required to provide any heat, ventilating or air-conditioning to
the Premises, in excess of that required to be provided by Landlord pursuant to
Section 16.01 which may be needed or desired by Tenant for the comfortable
occupancy by Tenant of the Premises, and any utilities or equipment required
therefor, shall be furnished, installed, maintained and obtained by Tenant, at
Tenant's sole cost and expense, in accordance with the applicable provisions of
this lease.

      16.03. In addition to any remedies which Landlord may have under this
lease, and without reducing or adversely affecting any of Landlord's rights and
remedies under Article 25, if an Event of Default under paragraphs (a), (b) or
(c) of Section 25.02 in an amount in excess of $500,000 shall occur and be
continuing, (i) Landlord shall not be obligated to furnish to Tenant or the
Premises any services (whether or not specified in this Article) outside of
Business Hours other than (a) electricity, (b) cleaning and (c) passenger
elevator service, and (ii) the discontinuance of any one or more such services
shall be without liability by Landlord to Tenant and shall not reduce, diminish
or otherwise affect any of Tenant's covenants and obligations under this lease;
provided that if Tenant provides Landlord with security satisfactory to Landlord
for the payment of the amounts owed by Tenant to Landlord, Landlord shall
continue to provide such services. Nothing contained in this Section 16.03 shall
limit, affect, reduce or diminish any of the rights and remedies of Landlord
under Articles 25, 26 and 27 of this lease.

      16.04. Landlord, at its expense, shall furnish reasonable quantities of
hot and cold water to the floors on which the Premises are located for core
lavatory and ordinary office purposes (which ordinary purposes shall not be
deemed to include the use of such water in a kitchen or cafeteria or health
facilities). Except for such hot and cold water for core lavatory purposes,
Landlord need only furnish cold water at the Building core riser through a
capped outlet located on each floor of the Premises (within the core of the
Building), and the cost of heating such water, as well as the cost of piping and
other equipment or facilities required to supply hot or cold water to the
Premises from such core plumbing risers shall be paid by Tenant. If Tenant uses
water for any purpose other than lavatory and ordinary office purposes, Landlord
may install and maintain, at Tenant's expense, meters to measure Tenant's

                                      -84-
<PAGE>

consumption of cold water and/or hot water for such other purposes and Tenant
shall pay Landlord's reasonable charges for the quantities of cold water and hot
water shown on such meters.

      16.05. Intentionally Omitted.

      16.06. If and for so long as Landlord maintains a Building directory,
Landlord, at Tenant's request, shall maintain listings on such directory of the
names of Tenant, or its permitted subtenants, assignees, affiliates or Service
Entities and the names of any of their officers and employees, provided that the
names so listed shall not use more than Tenant's Proportionate Share of the
space on the Building directory (which limitation shall be inapplicable for so
long as Landlord maintains a computerized Building directory). Landlord has
advised Tenant that Landlord currently maintains a computerized Building
directory. The reasonable and actual cost to Landlord for the initial
programming of Tenant's listings and making any changes in such listings
requested by Tenant shall be paid by Tenant to Landlord within thirty (30) days
after delivery of an invoice therefor. Landlord agrees that it will not give any
other tenant of the Building that is not a Superior Occupant (as hereinafter
defined) more listings on a manual directory than is given to Tenant pursuant to
this Section 16.06. For purposes hereof, the term "Superior Occupant" shall mean
any occupant of the Building that, at the time in question, is occupying more
rentable square feet in the Building than is then occupied by the original
Tenant named herein.

      16.07. (a) Landlord, at its expense, shall provide freight and passenger
elevator service to each floor of the Premises at all times during Business
Hours, and passenger elevator service between the hours of 8:00 a.m. and 1:00
p.m. on Saturdays. Subject to the provisions of subsection 16.08 hereof,
Landlord agrees that during the term of this lease there shall be four (4)
passenger elevators servicing the Premises initially demised to Tenant during
Business Hours and passenger elevator service between the hours of 8:00 a.m. and
1:00 p.m. on Saturdays, which elevators shall be contained in one (1) elevator
bank exclusively serving floors fifteen (15) through twenty (20) of the
Building. At least two of such passenger elevators in such elevator bank shall
be subject to call between the hours of 6 p.m. and 10 p.m. on Business Days, and
at least one of such passenger elevators in such elevator bank shall be subject
to call at all other times. Subject to the provisions of Section 16.08, Landlord
agrees that during the term of this lease there shall be at least two freight
elevators serving the Building which, subject to this Section 16.07, shall also
serve the Premises. Freight elevator service shall also be provided to each
floor of the Premises at all other times, upon the payment to Landlord of
Landlord's Actual Freight Costs (as such term is hereinafter defined). For
purposes hereof, the term "Landlord's Actual Freight Costs" shall mean sum of
(x) the cost to Landlord of any wages paid to a dedicated loading dock guard
that is required in connection with the use of such freight elevator and (y) the
cost to Landlord of any wages paid to an elevator operator that is required to
operate the freight elevator. Landlord represents that on the Commencement Date
the freight elevators will be in good working order. Landlord covenants that the
passenger elevators and freight elevators will be operated and maintained in a
manner consistent with the operation and maintenance of elevators in other
first-class office Buildings in Manhattan. The use of all elevators shall be
nonexclusive (except as provided herein) and shall be subject to the Rules and

                                      -85-
<PAGE>

Regulations. Tenant may reserve time for the use of any of the freight elevators
of the Building upon not less than four hours' prior request to Landlord for
such use after 6:00 P.M. on Business Days and upon not less than 24 hours' prior
request for such use for all other periods (which requests need not be in
writing), subject to the rights of other tenants of the Building to similarly
reserve such use on a "first come first serve" basis.

            (b) Landlord may change the operation of such elevators or any of
them from time to time from manual to automatic control and vice versa, provided
such change shall not result in any interruption or material reduction of
elevator service to the Premises.

      16.08. Landlord reserves the right, without any liability to Tenant and
without affecting Tenant's covenants and obligations hereunder, to stop or
interrupt or reduce service of any of the heating, ventilating,
air-conditioning, electric, sanitary, or other Building Systems serving the
Premises, or to stop or interrupt or reduce any other services required of
Landlord under this lease (whether or not specified in this Article), whenever
and for so long as may be necessary, by reason of (i) accidents, emergencies,
strikes or the occurrence of any of the other events described in Section 36.05,
(ii) the making of repairs or changes which Landlord is required or is permitted
by this lease or by law to make or in good faith deems necessary (which repairs
shall be made in accordance with the provisions of Sections 14.02 and 14.03),
(iii) difficulty in securing proper supplies of fuel, steam, water, electricity,
labor or supplies, or (iv) any other cause beyond Landlord's reasonable control,
whether similar or dissimilar; provided however, that Landlord agrees to use
overtime labor where necessary to prevent or minimize the interruption or
reduction of any such service to Tenant. If, as a result of (A) any such
stoppage, interruption or reduction, for any reason other than the failure of
the utility company or companies to provide utilities or the negligence or
misuse of Tenant or any person claiming by, through or under Tenant or their
respective employees, agents, servants, contractors or invitees, or (B) the
occupancy by Landlord of any portion of the Premises during the performance of
any alterations or repairs, (1) the Premises or any portion thereof shall be
untenantable for a period of five (5) consecutive Business Days and (2) Tenant
shall not use or occupy the Premises or such portion thereof for the conduct of
its business during such period of five (5) consecutive Business Days, then, the
Fixed Rent and Additional Charges under Article 3 shall be abated or reduced, as
the case may be, in the proportion that the untenantable rentable area of the
Premises bears to the total rentable area of the Premises, for each day that
Tenant shall not use or occupy the Premises or such portion thereof for the
conduct of its business during the period beginning on the date following the
end of such period of five (5) consecutive Business Days and terminating on the
date that such stoppage, interruption or reduction of service is ended or
remedied or such occupancy by Landlord shall be ended, as the case may be, in
each instance to the extent reasonably necessary to render the Premises, or such
portion thereof, tenantable. The Premises, or a portion of the Premises, as the
case may be, shall be considered untenantable if Tenant shall not be reasonably
able to use and occupy the same for the normal conduct of its usual business for
the purposes permitted hereunder.

      16.09. (a) At no cost to Tenant (except as otherwise set forth to the
contrary in this Section 16.09), the portion of the 46th floor roof of the
Building shown on Exhibit Q (herein called the "HVAC Roof Space") shall be

                                      -86-
<PAGE>

dedicated to the use of Tenant to accommodate Tenant's Air-Cooled Chillers or
Dry Coolers and ancillary equipment (herein called the "Dry Cooler Equipment").
If Tenant shall not have installed the Dry Cooler Equipment on or before the
second (2nd) anniversary of the Commencement Date, then commencing on the second
(2nd) anniversary of the Commencement Date and continuing thereafter, Landlord
shall not be under any obligation to reserve space for the Dry Cooler Equipment
and from and after such second (2nd) anniversary of the Commencement Date,
Landlord shall have the right to use the HVAC Roof Space for any purpose as
Landlord may wish. Notwithstanding the foregoing, if Tenant shall not have
installed the Dry Cooler Equipment on or before such second anniversary,
Landlord shall give Tenant not less than thirty (30) days prior written notice
that Landlord is no longer obligated to reserve the HVAC Roof Space or any other
space for the Dry Cooler Equipment. Tenant, during the aforesaid thirty (30) day
period, may elect to require Landlord to reserve the HVAC Roof Space for the Dry
Cooler Equipment by agreeing to pay Landlord the fair market rental value of the
HVAC Roof Space for the period commencing on the second (2nd) anniversary of the
Commencement Date and ending on the earlier to occur of (i) the date on which
Tenant installs the Dry Cooler Equipment in the HVAC Roof Space or (ii) the date
on which Tenant notifies Landlord that it no longer wishes to have Landlord
reserve the HVAC Roof Space for the Dry Cooler Equipment. In the event that
Landlord and Tenant are unable to agree on the fair market rental value of the
HVAC Roof Space, such value shall be determined by arbitration substantially in
accordance with the provisions of Article 34 hereof.

            (b) Subject to all laws, ordinances, statutes, rules and regulations
of all governmental authorities having jurisdiction thereof, and further subject
to the terms, conditions and limitations as are herein set forth, during the
term of this lease, Tenant, at Tenant's sole cost and expense, may install and
thereafter maintain, repair, and operate the Dry Cooler Equipment within the
HVAC Roof Space.

            (c) For the purpose of installing, servicing or repairing the Dry
Cooler Equipment, Tenant shall have access to the rooftop of the Building upon
prior reasonable request of Landlord. All access by Tenant to the roof of the
Building shall be subject to the supervision and control of Landlord and to
Landlord's reasonable safeguards for the security and protection of the
Building, the Building equipment, and installations and equipment of other
tenants of the Building as may be located on the roof of the Building. Landlord
shall have the right to assign a Building representative to be present during
the duration of Tenant's access to the rooftop and Tenant shall pay to Landlord
the amount of Landlord's commercially reasonable, actual out-of pocket costs
therefor as Additional Charges hereunder.

            (d) Tenant, at Tenant's sole cost and expense, agrees to promptly
and faithfully obey, observe and comply with all laws, ordinances, regulations,
requirements and rules of all duly constituted public authorities in any manner
affecting or relating to Tenant's installation, repair, maintenance and
operation of the Dry Cooler Equipment. Tenant, at Tenant's sole cost and
expense, shall secure and thereafter maintain all permits and licenses, if any,
required for the installation and operation of the Dry Cooler Equipment.

                                      -87-
<PAGE>

            (e) Landlord will provide Tenant with a separately-metered 600
ampere electric energy supply at a location in or adjacent to the 6th floor
switchboard room or, if available in Landlord's discretion, from the 45th floor
machine room (herein called the "600 Amp Service") for the operation of the Dry
Cooler Equipment. The submeter and any required risers, conduits and related
equipment (which shall include, without limitation, conduit running from either
of such locations to the Dry Cooler Equipment on the roof of the Building
following pathways reasonably designated by Landlord) to provide the 600 Amp
Service to the Dry Cooler Equipment and to measure the consumption thereof shall
be installed by Landlord at Tenant's cost and expense, and Tenant, within thirty
(30) days after its receipt of an invoice therefor, will reimburse Landlord, as
Additional Charges hereunder, for Landlord's actual, commercially reasonable
out-of-pocket costs in connection therewith. Tenant agrees that Tenant will pay
for all electrical energy provided by the 600 Amp Service in accordance with the
provisions of Article l4 hereof.

            (f) The Dry Cooler Equipment, support structures, wiring and related
equipment installed by Tenant pursuant to the provisions of this Section 16.09
shall be deemed to constitute Special Alterations and Tenant's right or
obligation to remove same upon the Expiration Date, or earlier termination of
this lease, shall be governed by the provisions of Section 13.01 hereof. Tenant,
at Tenant's sole cost and expense, shall promptly repair any and all damage to
the rooftop of the Building and to any other part of the Building caused by or
resulting from the installation, maintenance and repair, operation or removal of
the Dry Cooler Equipment, support structures, wiring and related equipment
erected or installed by Tenant pursuant to the provisions of this Section 16.09
and restore said affected areas to their condition as existed prior to the
installation of the Dry Cooler Equipment and related equipment, subject to
normal wear and tear and damage by fire or other casualty not caused by Tenant.
Notwithstanding anything to the contrary contained in the preceding sentence, in
the event Tenant fails to perform such repair work after notice and expiration
of a 10-day cure period, Landlord shall have the option of performing any such
repairs, at Tenant's sole cost and expense, to the extent that same are
commercially reasonable, which cost and expense shall be payable by Tenant to
Landlord as an Additional Charge hereunder within thirty (30) days after Tenant
shall have been billed therefor.

            (g) Tenant covenants and agrees that all installations made by
Tenant on the rooftop of the Building or in any other part of the Building
pursuant to the provisions of this Section 16.09 shall be at the sole risk of
Tenant, and neither Landlord nor Landlord's agent or employees shall be liable
for any damage or injury thereto caused in any manner, except to the extent
caused by the negligence or willful misconduct of Landlord, its agents or
employees.

            (h) Tenant will, and does hereby, indemnify and save harmless
Landlord from and against (but in no event will Tenant be liable for
consequential damages under this Section 16.09): (i) any and all claims,
reasonable counsel fees, demands, damages, expenses or losses by reason of any
liens, orders, claims or charges resulting from any work done, or materials or
supplies furnished, in connection with the fabrication, erection, installation,
maintenance and operation of the Dry Cooler Equipment, support structures,
wiring and any related equipment installed by Tenant pursuant to the provisions
of this Section 16.09; and (ii) any and all claims, costs, demands, expenses,

                                      -88-
<PAGE>

fees or suits arising out of accidents, damage, injury or loss to any and all
persons and property, or either, whomsoever or whatsoever resulting from or
arising in connection with the erection, installation, maintenance and operation
and repair of the Dry Cooler Equipment, support structures, wiring and related
equipment installed by Tenant pursuant to the provisions of this Section 16.09;
except to the extent caused by the negligence or willful misconduct of Landlord,
its agents or employees. Tenant shall obtain and thereafter maintain during the
term of this lease insurance coverage for the benefit of Landlord (and its
managing agent and mortgagee, if applicable) with respect to the Dry Cooler
Equipment in such amount and of such type as Landlord may reasonably require. If
any installations referred to in this Section 16.09 should revoke, negate or in
any manner impair or limit any roof warranty or guaranty obtained by Landlord,
then Landlord shall use reasonable efforts to give Tenant prior notice of the
same (and, to the extent possible, shall endeavor to do so at the plan approval
stage) and Tenant shall reimburse Landlord for any loss or damage sustained or
costs or expenses incurred by Landlord as a result thereof.

      16.10. (a) Tenant shall have the right to use its proportionate share of
the space within the electrical and telephone closets on each floor of the
Building demised by Landlord to Tenant, to be used in common with Landlord and
other tenants of the Building, for the installation of wiring, cabling and
related electrical equipment.

            (b) Tenant shall have the right to install one (1) intake/exhaust
louver on the north side of the Building, provided that such louver shall not be
located on the first two column bays in from either Park Avenue or Lexington
Avenue.

            (c) During the term of this lease, Landlord shall provide a
reasonable pathway, and Tenant shall have the right to install within such
pathway, two (2) three (3) inch conduits (in addition to any conduits now
serving the Premises) from the street to the fifteenth (15th) floor of the
Building for service to the Premises.

            (d) Tenant shall be permitted to extend its existing conduits from
the fifth (5th) floor of the Building to the fifteenth (15th) floor of the
Building for service to the Premises.

                                   ARTICLE 17

                              Cleaning and Security
                              ---------------------

      17.01. Landlord, at its expense, shall cause the Premises including the
exterior and the interior of the windows thereof, to be cleaned in a manner
standard to the Building which shall be substantially in accordance with the
provisions of Exhibit L. Landlord shall not be required to clean any portions of
the Premises used for the preparation, serving or consumption of food or
beverages, data processing or reproducing operations or private lavatories or
toilets. Tenant shall pay to Landlord within thirty (30) days after demand the
actual, commercially reasonable costs incurred by Landlord for (a) extra
cleaning work in the Premises required because of (i) misuse or neglect on the
part of Tenant or its subtenants or its or their employees or visitors, (ii) the

                                      -89-
<PAGE>

use of portions of Premises for special purposes requiring greater or more
difficult cleaning work than office areas, (iii) interior glass partitions or
unusual quantity of interior glass surfaces and (iv) non-building standard
materials or finishes (e.g. stone, ceramic tile, marble, terrazzo, wood, etc.)
installed by Tenant or at its request; (b) removal from the Premises and the
Building of any refuse and rubbish of Tenant in excess of that ordinarily
accumulated in business office occupancy or at times other than Landlord's
standard cleaning times. Tenant acknowledges that the use of the Premises other
than during Business Hours and on Saturdays from 8a.m. - 1p.m. may interfere
with Landlord's or its cleaning contractor's ability to perform the cleaning
services as set forth in Exhibit L and Landlord shall have no responsibility or
liability by reason of the cleaning contractor's inability to provide cleaning
to the area of the Premises affected by such use.

      17.02. Landlord, its cleaning contractors and their employees designated
to clean the Premises shall have access to the Premises after 6:00 p.m. and
before 8:00 a.m. and shall have the right to use, without charge therefor, all
light, power and water in the Premises reasonably required to clean the Premises
as required under Section 18.03 hereof.

      17.03. As used herein the term "Extra Cleaning" shall refer to any
cleaning services other than those provided by Landlord under Section 17.01 free
of separate or additional charge. Subject to the terms and conditions of this
Section 17.03, for so long as the Tenant hereunder is a Bear Stearns Tenant,
such Tenant shall have the right to furnish Extra Cleaning to any portion of the
Premises which is occupied by the original Tenant named herein or by the
subtenant under any sublease permitted to be made without Landlord's consent.
All contractors performing Extra Cleaning ("Tenant's Cleaning Contractors")
shall be subject to Landlord's approval (which shall not unreasonably be
withheld) and no such contractor shall enter the Building or the Premises for
that purpose prior to being so approved. The provisions of Section 12.02 hereof
regarding conflicts among laborers or contractors shall apply to the hiring of
Tenant's Cleaning Contractors and any interference or conflicts caused by
Tenant's Cleaning Contractors. The Extra Cleaning shall be performed in such
manner as not to unreasonably interfere with or delay and as not to impose any
additional expense upon Landlord in the cleaning of the Premises or the Building
and/or the removal of rubbish therefrom and if such interference or delay shall
occur, Tenant, upon written notice from Landlord, shall promptly instruct
Tenant's Cleaning Contractors to modify the particular manner of performing the
Extra Cleaning which is causing such interference or delay, and if any such
additional expense shall be incurred by Landlord as a result of the performance
of the Extra Cleaning by Tenant's Cleaning Contractors, Tenant shall pay such
additional expense as Additional Charges hereunder within thirty (30) days after
its receipt of an invoice therefor. The personnel of Tenant's Cleaning
Contractors shall be permitted, without charge, to use the passenger elevators
and the freight elevators of the Building in the same manner as the personnel of
Landlord's cleaning contractor; except that if the personnel of Tenant's
Cleaning Contractors require the use of the freight elevators at times when the
same are not being used by personnel of Landlord's cleaning contractor, then
Section 16.07 and the charges set forth therein shall be applicable.

                                      -90-
<PAGE>

                                   ARTICLE 18

                           Access and Name of Building
                           ---------------------------

      18.01. Except for the space within the inside surfaces of all walls, hung
ceilings, floor slabs, windows and doors bounding the Premises, all of the
Building, including, without limitation, exterior Building walls, any terraces
or roofs adjacent to the Premises, and any space in or adjacent to the Premises
used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other
utilities, sinks or other Building facilities, and the use thereof, as well as
access thereto through the Premises for the purposes of operation, maintenance,
repair and exterior decoration, are reserved to Landlord and persons authorized
by Landlord, except in cases of emergency.

      18.02. Landlord reserves the right, subject to Section 18.06 hereof, and
Tenant shall permit Landlord and persons authorized by Landlord, to install,
erect, use and maintain pipes, ducts and conduits in and through the Premises.
Any pipes, ducts or conduits installed in or through the Premises pursuant to
this Section 18.02 shall either be (i) concealed behind, beneath or within
partitioning, columns, ceilings or floors located or to be located in the
Premises to the extent physically practicable, or (ii) to the extent such
concealment is not physically practicable, completely furred at points
immediately adjacent to partitioning, columns or ceilings located or to be
located in the Premises, in which case the installation of such pipes, ducts or
conduits, when completed, shall not reduce the usable area of the Premises
except to a de minimis extent. Any work performed by Landlord under this Section
18.02 shall be performed in accordance with the applicable provisions of Article
14.

      18.03. Landlord and persons authorized by Landlord shall have the right to
enter and/or pass through the Premises at any time or times (a) during Business
Hours, on at least one day's prior advice to Tenant, to show them to actual and
prospective Superior Mortgagees, or prospective purchasers of the Building, (b)
on at least four hours' prior advice to Tenant (except in the case of
emergencies) to examine the Premises and, to the extent permitted by and subject
to the applicable provisions of this lease, to make such repairs, alterations,
additions and improvements in or to the Premises and/or in or to the Building or
its facilities and equipment as Landlord or persons authorized by Landlord is or
are required or desires to make, and (c) on at least four hours' prior advice to
Tenant, to read any utility meters located therein (and Tenant shall have the
right to accompany the persons reading such meters). Landlord and such
authorized persons shall be allowed to take all materials into and upon the
Premises that may be required in connection therewith, without any liability to
Tenant and without any reduction of Tenant's covenants and obligations hereunder
except as provided in Section 16.08. In doing the foregoing, Landlord shall
comply with Tenant's reasonable security regulations of which Landlord has been
advised in writing, and Landlord shall attempt to cause as little inconvenience
to Tenant as may be practicable. Notwithstanding the foregoing, Tenant may
designate portions of the Premises as special security areas, as to which
Landlord may enter and/or pass through only when accompanied by a representative
of Tenant, provided that Tenant agrees to make such representative available
upon one Business Day's request by Landlord (which request need not be in
writing), or upon such lesser notice as may be appropriate in the case of an
emergency.

                                      -91-
<PAGE>

      18.04. If at any time (a) any windows of the Premises are either (i)
temporarily darkened or obstructed by reason of any repairs, improvements,
maintenance and/or cleaning in or about the Building or (ii) covered by any
translucent material for the purpose of energy conservation, and/or (b) any part
of the Building, other than the Premises, is temporarily or permanently closed
or inoperable for the purpose of making repairs or alterations or as a result of
a taking by condemnation or eminent domain, the same shall be without liability
to Landlord and without any reduction or diminution of Tenant's obligations
under this lease, so long as Tenant shall have reasonable access to the
Premises; provided that Landlord shall perform any repairs required to remedy
any such temporary darkening (except as set forth in subsection 18.04(a)(ii)
hereof), obstruction, closure or inoperability as required pursuant to Sections
14.02 and 14.03 hereof. Tenant acknowledges that Landlord has installed in the
Building on the inside of the windows thereof a film to reduce the usage of
energy in the Building. Tenant agrees that the foregoing provisions of Section
18.03 shall apply to the installation, maintenance or replacement of such film.

      18.05. Subject to the provisions of Section 18.03 hereof, during the
period of 24 months prior to the expiration date of this lease, and during the
applicable time periods set forth in Article 8 hereof when Landlord has an
option to recapture the Premises or a portion thereof by assignment, sublease or
lease termination, Landlord and persons authorized by Landlord may, upon at
least one day's prior advice to Tenant (which advice need not be in writing),
exhibit the Premises during Business Hours to prospective tenants. In doing so,
Landlord shall comply with Tenant's reasonable security regulations. In
connection with any such entry, Landlord shall cause as little inconvenience to
Tenant as shall be practicable. Notwithstanding the provisions of this Article
18, Tenant may designate portions of the Premises as special security areas, as
to which Landlord may enter and/or pass through only when accompanied by a
representative of Tenant, provided that Tenant agrees to make such
representative available upon one Business Day's request by Landlord (which
request need not be in writing), or upon such lesser notice as may be
appropriate in the case of an emergency.

      18.06. Landlord reserves the right, at any time, without it being deemed a
constructive eviction and without incurring any liability to Tenant therefor
(except as provided in Section 16.08), and without affecting or reducing any of
Tenant's covenants and obligations hereunder, to make or permit to be made such
changes, alterations, additions and improvements in or to the Building and the
fixtures and equipment thereof, as well as in or to the street entrances, doors,
halls, passages, elevators, escalators and stairways thereof, and other public
parts of the Building, as Landlord shall deem necessary or desirable, provided
the same does not (i) diminish the usable area of the Premises, (ii) diminish
the services to be furnished by Landlord to Tenant pursuant to other Sections of
this lease, (iii) change the appearance of the Building from that of a
first-class office building, (iv) materially reduce Tenant's access to the
Premises or the quality and convenience to Tenant of the public portions of the
Building, (v) change the address of the Building from a Park Avenue address or
(vi) relocate any entrances of the Building from Park Avenue or Lexington
Avenue, unless such change or relocation is required by law. In making any such
changes, alterations, additions and improvements, Landlord shall use reasonable
efforts to cause as little inconvenience to Tenant as is practicable; provided,

                                      -92-
<PAGE>

however, that nothing contained herein shall be construed to require Landlord to
utilize overtime or "premium pay" labor in connection therewith. Landlord agrees
that any changes, alterations, additions or improvements performed pursuant to
this Section shall not, when completed, unreasonably interfere with the access
to or use of the Premises by Tenant or materially diminish any services to be
provided by Landlord hereunder.

      18.07. Landlord reserves the right to name the Building and to change the
name or, subject to the provisions of clause (v) of Section 18.06 above, address
of the Building at any time and from time to time. Landlord shall give Tenant
reasonable prior notice of any change in the address of the Building. Neither
this lease nor any use by Tenant shall give Tenant any easement or other right
in or to the use of any door or any passage or any concourse or any plaza
connecting the Building with any subway or any other building or to any public
conveniences, and the use of such doors, passages, concourses, plazas and
conveniences may without notice to Tenant, be regulated or discontinued at any
time by Landlord. Subject to the terms and conditions hereinafter set forth in
this Section 18.08, Landlord agrees that there shall be no signs on the exterior
or in the common areas of the interior of the Building identifying tenants of
the Building (including Tenant), except those identifying retail tenants of the
Building. All such retail signs shall be appropriate for a first-class office
Building and shall be consistent and compatible with the design, signage and
graphics program for the Building, if any, established by Landlord.
Notwithstanding the foregoing,:

            (i)   Landlord shall have the right to permit Superior Occupants to
                  have signage on the exterior and/or in the common areas of the
                  interior of the Building without thereby creating any right of
                  Tenant to have signage in such areas; and

            (ii)  Landlord shall have the right, in its sole discretion, to
                  permit non-retail tenants of the Building who are not Superior
                  Occupants to have signage on the exterior and/or in the common
                  areas of the interior of the Building; provided, however, in
                  the event that Landlord shall so elect, Tenant shall have the
                  right to have signage on the exterior and/or in the common
                  areas of the interior of the Building, as the case may be, of
                  equal prominence and equivalent location to one (1) such
                  non-retail tenant that is not a Superior Occupant, with Tenant
                  having the right to select such non-retail tenant. By way of
                  example, if Tenant selects a non-retail tenant that is not a
                  Superior Occupant that has been given the right to install a
                  four (4) square foot plaque in the lobby of the Building but
                  no signage on the exterior of the Building, Tenant shall have
                  the right to install a plaque of up to four (4) square feet in
                  the lobby of the Building, but no signage on the exterior of
                  the Building.

      18.08. Landlord has informed Tenant that Landlord may elect to construct a
construction hoist (herein called the "Hoist") on the outside of the Building to
be used in connection with the demolition by Landlord of the Vacated Premises

                                      -93-
<PAGE>

and the construction of the Vacated Premises for the initial occupancy of the
new tenant(s) thereof by Landlord and/or such tenant(s). The Hoist, if
constructed by Landlord, will be located on either the 46th Street or 47th
Street side of the Building. Tenant shall permit Landlord to enter the Premises
and the Vacated Premises on reasonable prior notice for the purpose of
performing such work as Landlord shall reasonably deem necessary to secure the
Hoist to the Building and to preserve and protect the Building from injury or
damage in connection therewith. Landlord shall use commercially reasonable
efforts to coordinate the performance of such work in the Premises and the
Vacated Premises with Tenant and to perform such work in a manner that will not
unreasonably interfere with Tenant's use and enjoyment of the Premises and the
Vacated Premises; provided, however, that nothing contained herein shall be
deemed to require Landlord to perform such work with premium pay or overtime
labor. Landlord has informed Tenant that the aforementioned work to secure the
Hoist to the Building may include the temporary removal of windows of the
Premises and the Vacated Premises and replacement thereof with plywood or some
other similar material. Landlord shall use commercially reasonable efforts to
perform any of the work set forth in the immediately preceding sentence in a
manner that will be aesthetically pleasing to Tenant under the circumstances.
Tenant hereby agrees that, except to the extent caused by the negligence or
willful misconduct of Landlord or its agents, employees or contractors, Tenant
shall not have any claim for damages or liability against Landlord, and the
Existing Lease, this lease and the obligations of Tenant thereunder and
hereunder shall not be affected or diminished by the installation and operation
of the Hoist or Landlord's entry into the Premises and the Vacated Premises for
the purposes set forth herein. Landlord shall indemnify and hold harmless Tenant
from and against any claims, damages, costs, expenses and liabilities,
including, without limitation, reasonable attorneys' fees, arising out of the
installation, maintenance or removal of the Hoist, to the extent caused by the
negligence or willful misconduct of Landlord or its agents, employees or
contractors; provided, however, that Landlord shall not in any event be liable
for consequential damages. Only Landlord shall have the right to construct the
Hoist, and Landlord shall not have the right to assign or delegate such right to
any other tenant or occupant of the Building.

                                   ARTICLE 19

                                     Antenna
                                     -------

      19.01. Tenant shall have the right to (a) install, maintain and operate up
to two (2) microwave antennas or communications dishes, or one such antenna and
one such communications dish, each with a maximum width of 1.2 meters (each
being herein called a "Microwave Antenna" and, collectively, the "Microwave
Antennas") on the roof of the Building in an area reasonably acceptable to both
Landlord and Tenant (such portion of the roof being sometimes herein referred to
as the "Antenna Space"), (b) run lines and conduits and cables necessary for the
operation of the Microwave Antennas from the roof of the Building into the
Premises and (c) install, maintain and operate related equipment in two 2' x 2'
LGX cabinets on the roof of the Building (herein referred to as the "Antenna
Equipment"), provided that (and in the event Tenant makes such installations
Tenant hereby covenants and agrees that): (i) such installations are performed
in accordance with all laws and requirements of public authorities and do not

                                      -94-
<PAGE>

cause structural damage to the Building, (ii) Tenant indemnifies and holds
Landlord harmless from any liability, cost or expense connected therewith or
arising therefrom of any nature whatsoever, (iii) Tenant promptly repairs any
damage caused to the roof by reason of such installations, including without
limitation, any repairs, restorations, maintenance, renewals or replacement of
the roof necessitated by or in any way caused by or relating to such
installations, (iv) Tenant removes such installations and lines and repairs any
resulting damage to the Building and restores the roof and the Building to the
condition which existed prior to any such installations, wear and tear and
damage by casualty excepted, all at or prior to expiration of the term of this
lease, (v) Tenant shall not install the Microwave Antennas without Landlord's
prior approval of the manner of such installation, which approval Landlord
agrees shall not be unreasonably withheld, conditioned or delayed and (vi)
Tenant complies with such reasonable regulations and guidelines for antenna and
dish installations and installation of the Antenna Equipment as Landlord may
require from time to time. The foregoing notwithstanding, it is expressly
understood and agreed that Tenant may substitute any antenna or communication
dish for such Microwave Antennas provided that such substituted antenna and
communications dish are substantially equivalent to or less than the size and
scope of such Microwave Antennas and meets with such reasonable regulations and
guidelines for antenna and dish installations as Landlord may require from time
to time. Tenant shall have access to the roof as reasonably required in
connection with the operation, installation and maintenance of the Microwave
Antennas and the Antenna Equipment; provided however, Tenant shall always be
accompanied on the roof at Tenant's expense by a representative of Landlord.
Landlord agrees that such a representative shall be available upon one Business
Day's request by Tenant (which need not be in writing) or upon such lesser
notice as may be appropriate in case of an emergency. The Microwave Antennas and
the Antenna Equipment are sometimes herein referred to collectively as the
"Antenna."

      19.02. Tenant shall pay to Landlord from and after the installation of
each Microwave Antenna, as Additional Charges, as and when Fixed Rent is payable
hereunder the following amounts with respect to each Microwave Antenna:

                  (i) $18,000 per annum commencing on the later of the
      Commencement Date or the date the Microwave Antenna is installed and
      ending on December 31, 2012.

                  (ii) $22,350 per annum during the period commencing on January
      1, 2013 and ending on the Expiration Date.

The Additional Charges with respect to each Microwave Antenna during any
Extended Term shall be the fair market value for the space on which the
Microwave Antenna is located, taking into account the facility to be installed
therein, during such Extended Term (which may be subject to periodic increases)
determined at such time and in such manner as the Fixed Rent for the Premises is
determined provided, however, that the Additional Charges payable during the
Extended Term for each Microwave Antenna shall never be less than the Additional
Charges payable therefor immediately prior to the commencement of the Extended
Term in question.

                                      -95-
<PAGE>

      19.03. Tenant covenants and agrees that all installations made by Tenant
on the rooftop of the Building or in any other part of the Building pursuant to
the provisions of this Article 19 shall be at the sole risk of Tenant, and
neither Landlord nor Landlord's agents or employees shall be liable for any
damage or injury thereto caused in any manner, unless the same shall proximately
result from the negligence or misconduct of Landlord, its agents, employees and
contractors. If the Antenna is installed, Tenant shall obtain and thereafter
maintain during the term of this lease liability insurance coverage for the
benefit of Landlord and its managing agent in such amount and of such type as
Landlord may reasonably require. If any installations referred to in this
Article 19 should revoke, negate or in any manner impair or limit any roof
warranty or guaranty obtained by Landlord, then Tenant shall reimburse Landlord
for any loss or damage sustained or costs or expenses incurred by Landlord as a
result thereof.

      19.04. Tenant covenants and agrees that the Antenna shall not interfere
with or adversely affect any of Landlord's equipment, installations, lines or
machinery, or access thereto for maintenance, repair or removal.  Tenant shall
cooperate reasonably with any other tenant or person (a "Roof User") having
equipment, installations, lines or machinery on the roof of the Building
("Rooftop Installations") so as not to cause (or to eliminate) any interference
caused to such Rooftop Installations by the Antenna, and Landlord shall
cooperate reasonably and shall use reasonable efforts to cause any Roof User to
cooperate reasonably with Tenant so as not to cause (or to eliminate) any
interference caused to the Antenna by Landlord's or such Roof User's Rooftop
Installations.

      19.05. Tenant acknowledges being advised by Landlord that Landlord has,
and shall be, granting to third parties, various rights and licenses to utilize
various portions of the Building and rooftop thereof for the installation of
microwave dishes, satellite communications equipment, whip antenna and other
communications equipment and related equipment (herein all of the foregoing are
collectively called "Other Communications Equipment") and that, inasmuch as
Landlord's ability to facilitate the installation and operation of such Other
Communications Equipment will be of paramount importance to Landlord, Landlord
shall have the right, at any time and from time to time, during the term of this
Lease, upon thirty (30) days' prior written notice to Tenant, to require Tenant,
at Landlord's expense as hereinafter provided, to relocate the Antenna to other
areas of the Building and rooftop thereof as Landlord in its sole discretion may
determine (provided that any such area to which Tenant shall be required to
relocate the Antenna shall be no less suitable for Tenant's use (including line
of sight) than the Antenna Space being used by Tenant prior to such relocation)
so as to accommodate such Other Communications Equipment on the roof of the
Building and so as to eliminate, or not to create, problems of interference with
respect to or between Other Communications Equipment now, or in the future,
installed on the roof or other areas of the Building. Landlord shall pay to
Tenant the reasonable and actual out-of-pocket expenses incurred by Tenant in
connection with such relocation, which expenses shall include, without
limitation, the removal of the Antenna and the related conduits and cables, the
purchasing of materials necessary for the relocation thereof, and the
installation of the Antenna and other conduits and cables at such other location
on the roof of the Building as shall be designated by Landlord within thirty
(30) days after presentation by Tenant of an invoice for such expenses, together

                                      -96-
<PAGE>

with documentation reasonably satisfactory to Landlord of the amount thereof.
Such relocation shall, to the extent practicable, be performed during hours
other than Tenant's regular business hours so as to minimize any disruption of
Tenant's normal business activities and except for such downtime such relocation
shall not prevent Tenant from using its Antenna for its original intended
purpose. Tenant and Landlord shall cooperate with each other to effectuate the
relocation of the Antenna, support structures and related equipment, as shall be
reasonably required by Landlord.

      19.06. Tenant shall not be permitted to assign or transfer all or any
portion of the rights granted to Tenant pursuant to this Article 19 or to permit
all or any portion of the Antenna Space to be used or occupied by any person or
entity other than Tenant, except for an assignee of this Lease or a subtenant of
all or a portion of the Premises pursuant to an assignment or sublease pursuant
to Article 8 hereof.

      19.07. If Tenant shall not have installed the one or both of the Microwave
Antennas on or before the second (2nd) anniversary of the Commencement Date,
then commencing on the second (2nd) anniversary of the Commencement Date and
continuing thereafter, Tenant's right to install the Microwave Antenna(s) not so
installed shall be subject to the condition that Landlord shall have available,
at the time Tenant desires to install such Microwave Antenna(s), sufficient
space on the rooftop of the Building to accommodate Tenant's proposed
installation, it being understood that Landlord shall not be under any
obligation from and after the second (2nd) anniversary of the Commencement Date
to reserve space for Tenant's Microwave Antenna(s), and from and after such
second (2nd) anniversary of the Commencement Date, Landlord shall have the right
to use the Antenna Space for any purpose as Landlord may wish, including,
without limitation, permitting another tenant of the Building or another third
party to install an antenna in the Antenna Space.

      19.08. Tenant shall be permitted to install up to two (2) additional
Microwave Antennas on the roof of the Building in accordance with all of the
terms and conditions of this Article 19, provided and on the condition that:

            (i)   space on the roof of the Building would be available for such
                  additional Microwave Antennas without allocating to Tenant a
                  disproportionate amount of the space available on the roof of
                  the Building for such purpose, and

            (ii)  the Additional Charges payable with respect to such additional
                  Microwave Antennas would be the fair market value of the
                  allocated roof space at the time of installation.

                                      -97-

<PAGE>

                                   ARTICLE 20

                              Notice of Occurrences
                              ---------------------

      20.01. Tenant shall advise Landlord, promptly after Tenant has knowledge
thereof, of (a) any occurrence in or about the Premises for which Landlord might
be liable, (b) any fire or other material casualty in the Premises, (c) any
damage to or defect in the Premises, including the fixtures, equipment and
appurtenances thereof, for the repair of which Landlord might be responsible,
and (d) any damage to or defect in any part or appurtenance of the Building's
sanitary, electrical, heating, ventilating, air-conditioning, elevator or other
systems located in or passing through the Premises or any part thereof.

                                   ARTICLE 21

                        Non-Liability and Indemnification
                        ---------------------------------

      21.01. Except as expressly set forth in this lease, Landlord shall not be
liable to Tenant for any loss, injury or damage to Tenant or to any other
person, or to its or their property, irrespective of the cause of such injury,
damage or loss, except to the extent that such loss, injury or damage was caused
by or resulted from the act, omission or negligence of Landlord in the operation
or maintenance of the Premises or the Building. No Superior Mortgagee, shall be
liable to Tenant for any loss, injury or damage to Tenant or to any other
person, or to its or their property, unless and to the extent that such injury,
damage or loss was caused by such Superior Mortgagee, as the case may be.
Further, neither Landlord nor any Superior Mortgagee, shall be liable (a) for
any such damage caused by other tenants or persons in, upon or about the
Building, or caused by operations in construction of any private, public or
quasi-public work, unless caused by Landlord's negligence, or (b) even in the
event of negligence, for consequential damages.

      21.02. Tenant shall indemnify and hold harmless Landlord and all Superior
Mortgagees and Superior Lessors and the respective partners, directors,
officers, shareholders, agents, contractors, employees and servants of Landlord
and all Superior Mortgagees and Superior Lessors (each, a "Landlord Party") from
and against any and all claims arising from or in connection with (a) the
conduct or management of the Premises or of any business therein, or any work or
thing whatsoever, or any condition created (other than by a Landlord Party) in
or about the Premises during the term of this lease; (b) any act, omission or
negligence of Tenant in connection with Tenant's use or occupancy of the
Premises or pertaining to the subject matter of this lease; (c) subject to the
provisions of Section 10.03(a), any accident, injury or damage whatever (unless
and to the extent caused by the negligence of a Landlord Party) occurring in, at
or upon the Premises; and (d) the failure by Tenant to pay any tax which Tenant
is required by law to pay and for which Landlord may be liable under any
contingency, together with all costs, expenses and liabilities incurred in or in
connection with each such claim or action or proceeding brought thereon,
including, without limitation, all attorneys' fees and expenses. In case any
action or proceeding be brought against a Landlord Party by reason of any such
claim, Tenant, upon notice from Landlord or such Landlord Party, shall resist
and defend such action or proceeding (by counsel reasonably satisfactory to
Landlord or such Landlord Party). This indemnity and hold harmless agreement
shall include indemnity from and against any and all liability, fines, suits,
demands, costs and expenses of any kind or nature, including, without
limitation, attorneys' fees and disbursements, incurred in connection with any

                                      -98-
<PAGE>


such claim or proceeding brought thereon. Tenant shall have no liability for any
consequential damages suffered by a Landlord Party (except to the extent, if
any, that the damages provided for in Article 37 ("Holdover") hereof may
constitute consequential damages).

      21.03. Except as otherwise expressly provided herein, Landlord shall
indemnify and save Tenant and its partners, directors, officers, shareholders,
agents, contractors, employees and servants (each, a "Tenant Party") harmless
from and against all claims against any Tenant Party arising from any damage to
the Premises and any injury to any person, and all costs and expenses incurred
as a result thereof, to the extent that such damage or injury resulted from the
acts, omissions or negligence of Landlord or a Landlord Party. This indemnity
and hold harmless agreement shall include indemnity from and against any and all
liability, fines, suits, demands, costs and expenses of any kind or nature,
including, without limitation, attorneys' fees and disbursements, incurred in
connection with any such claim or proceeding brought thereon. Landlord shall
have no liability for any consequential damages suffered by any Tenant Party.

                                   ARTICLE 22

                              Damage or Destruction
                              ---------------------

      22.01. If the Building or the Premises shall be partially or totally
damaged or destroyed by fire or other casualty (and if this lease shall not be
terminated as in this Article 22 hereinafter provided), then:

            (a)   Landlord shall repair the damage to and restore and rebuild
                  the Base Building, to a condition substantially equivalent to
                  the extent practicable (with respect to character, quality,
                  utility and appearance) to that which existed prior to such
                  damage, diligently and in a workmanlike manner after notice to
                  it of the damage or destruction, and

            (b)   Tenant shall (x) at Tenant's option, restore all or such
                  portion of Tenant's Property as Tenant may elect to restore
                  and (y) at Tenant's option, to be exercised separately with
                  respect to each floor of the Premises, either

                  (i)   repair the damage to and restore such portion of the
                        leasehold improvements on such floor (or, in the case of
                        a floor on which Tenant is not a full-floor tenant, the
                        portion of such floor demised to Tenant) as shall, at a
                        minimum, result in a usable open floor plan, including,
                        without limitation, ceiling, lighting and floor
                        coverings and any and all leasehold improvements which
                        are required to be installed therein to permit such
                        floor to be used in compliance with applicable Legal
                        Requirements (herein collectively called the
                        "Improvements Restoration Work"); or

                                      -99-
<PAGE>

                  (ii)  demolish the leasehold improvements located on such
                        floor (or, in the case of a floor on which Tenant is not
                        a full-floor tenant, the portion of such floor demised
                        to Tenant) (herein called the "Improvements Demolition
                        Work"),

                  which Improvements Restoration Work or Improvements Demolition
                  Work (as the case may be) shall be performed diligently and in
                  a workmanlike manner after the substantial completion of
                  Landlord's repairs and restoration of the Base Building.

The Improvements Restoration Work and the Improvements Demolition Work shall be
deemed to constitute Alterations for the purposes of Article 12 hereof, except
that, notwithstanding anything to the contrary contained in Article 12 Tenant
shall not be obligated to pay any charge in connection with Landlord's review of
Tenant's plans and specifications in connection with such work.

            The proceeds of policies providing coverage for leasehold
improvements installed in the Premises shall be paid to Tenant, to be used by
Tenant to perform the Improvements Restoration Work and/or the Improvements
Demolition Work (as the case may be), to the extent Tenant is required to
perform the same, and otherwise to be retained by Tenant.

            If this lease shall be terminated at the election of Tenant pursuant
to this Article 22, then Tenant shall pay to Landlord, out of the proceeds of
policies providing coverage for leasehold improvements or out of other Tenant
funds as required, such amount as shall be required to perform the Improvement
Restoration Work or the Improvements Demolition Work (as Tenant shall elect).

            Tenant shall be solely responsible for (i) the amount of any
deductible under the policy insuring the leasehold improvements and (ii) the
amount, if any, by which the cost of the Improvements Restoration Work and/or
the Improvements Demolition Work (as the case may be) exceeds the available
insurance proceeds therefor.

      22.02. If on account of fire or other casualty, all or a part of the
Premises shall be rendered untenantable (whether as a result of damage or
destruction to any portion of the Premises or damage or destruction to other
parts of the Building) the Fixed Rent and the Additional Charges under Article 3
hereof shall be abated in the proportion that the untenantable area of the
Premises bears to the total area of the Premises (taking into account and making
an adjustment on account of any damage to, and the Fixed Rent payable with
respect to, space added to the Premises pursuant to the provisions of Article 4
hereof) for the period from the date of the damage or destruction to the date on
which the last of the following events shall occur:

            (i)   the repair and restoration of the Premises Base Building
                  Elements shall have been substantially completed by Landlord
                  (provided, however, that if such repairs would have been
                  substantially completed at an earlier date but for Tenant's

                                     -100-
<PAGE>

                  having failed to reasonably cooperate with Landlord in
                  effecting such repair and restoration, then the Premises Base
                  Building Elements shall be deemed to have been repaired and
                  restored substantially on such earlier date (and the opinion
                  of the Casualty Consultant in this regard shall be controlling
                  on this issue)); and

            (ii)  the damaged leasehold improvements could be restored, and the
                  fixtures and equipment replaced, with due diligence and
                  dispatch (commencing immediately after Landlord's substantial
                  completion of the restoration of the Premises Base Building
                  Elements) with materials of like kind and quality to the same
                  condition as existed prior to such damage; and

            (iii) the repair and restoration of any other parts of the Base
                  Building shall have been substantially completed to the
                  extent, if any, required to render the Premises tenantable,
                  substantially as immediately prior to the occurrence of such
                  fire or casualty;

(the repair and restoration referred to in clause (i) and (iii) above being
herein called the "Basic Restoration") provided, however, should Tenant or any
of its subtenants reoccupy a portion of the Premises for the conduct of its
business (excluding Disaster Functions, as such term is hereinafter defined)
during the period the repair work is taking place and prior to the date that the
Premises are substantially repaired or made tenantable, the Fixed Rent and the
Additional Charges allocable to such reoccupied portion, based upon the
proportion which the area of the reoccupied portion of the Premises bears to the
total area of the Premises, shall be payable by Tenant from the date of such
occupancy. For purposes hereof, the term "Disaster Functions" shall mean the use
of the Premises to the limited extent of Tenant's security personnel for the
preservation of Tenant's property, Tenant's insurance adjusters, and/or a
minimal number of Tenant's employees for file retrieval, planning of temporary
relocation and other disaster recovery functions. Notwithstanding anything to
the contrary contained herein, Tenant or any of its subtenants shall not be
deemed to be reoccupying a portion of the Premises for the conduct of its
business merely because Tenant or any of its subtenants is or are temporarily
storing at the Premises items which were present at the Premises at the time
that the fire or other casualty occurred.

      22.03.      If

                  (i)   the Building shall be totally  damaged or destroyed by
                        fire or other  casualty,  or the Building  shall be so
                        damaged or  destroyed by fire or other  casualty  that
                        its  repair  or  restoration  requires  more than four
                        hundred and twenty  (420) days or the  expenditure  of
                        more than forty  (40%)  percent of the full  insurable
                        value  of  the  Building   immediately  prior  to  the
                        casualty (as estimated by the Casualty Consultant,  if
                        Landlord wishes to make this election,  in which event

                                     -101-
<PAGE>

                        Landlord  shall  obtain  such  an  estimate  from  the
                        Casualty Consultant) or

                  (ii)  during the last two (2) years of the term of this Lease,
                        as same may have been extended, (x) the Premises shall
                        be totally damaged or destroyed by fire or other
                        casualty, or (y) the Premises shall be so damaged or
                        destroyed by fire or other casualty that its repair or
                        restoration requires the expenditure of more than forty
                        (40%) percent of the full insurable value of the
                        Premises (including all leasehold improvements)
                        immediately prior to the fire or other casualty (as
                        estimated in any such case by the Casualty Consultant,
                        if Landlord wishes to make this election, in which event
                        Landlord shall obtain such an estimate from the Casualty
                        Consultant)

and, if the circumstances set forth in clause (i) above have occurred, Landlord
shall have canceled leases (including this Lease) covering at least seventy-five
(75%) percent of the office space in the Building, and Landlord shall have
provided Tenant with a certificate signed by an officer of Landlord to such
effect, then in any such case Landlord may terminate this Lease by giving Tenant
notice to such effect (herein called "Landlord's Casualty Termination Notice")
as soon as practicable under the circumstances and in any event within one
hundred five (105) days after the date of the casualty. For the purpose of this
Section only, "full insurable value" shall mean replacement cost less the cost
of footings, foundations and other structures below the street and first floors
of the Building.

      22.04. (a) In the case of any damage or destruction mentioned in this
Article 22, Tenant may terminate this Lease by notice given to Landlord in
accordance with the last sentence of this Section 22.04(a):

                  (i)   if  there  has  been  damage  or  destruction  to  the
                        Building,  which damage renders untenantable less than
                        twenty-five  percent  (25%)  of the  Premises  (herein
                        called a "Non-Essential  Casualty") and Landlord shall
                        not  have  completed  the  Basic  Restoration   within
                        eighteen  (18)  months from the date of such damage or
                        destruction    (herein   called   the   "Non-Essential
                        Restoration Completion Date"); or

                  (ii)  if there has been damage or destruction to the Building,
                        which damage renders untenantable twenty-five percent
                        (25%) or more of the Premises (herein called an
                        "Essential Casualty") and Landlord shall not have
                        completed the Basic Restoration within fifteen (15)
                        months from the date of such damage or destruction
                        (herein called the "Essential Restoration Completion
                        Date").

                                     -102-
<PAGE>

Landlord shall use all reasonable efforts to make such repair or restoration
diligently and in a workmanlike manner and in such manner as to not, to the
extent practicable, unreasonably interfere with Tenant's use and occupancy of
the Premises; provided, however, that: (i) Landlord shall not be required to do
such repair or restoration work on an overtime basis except to the extent that
the cost of such overtime work would be covered by Landlord's insurance or (ii)
upon Tenant's written request and agreement to bear the incremental additional
cost of same, Landlord shall perform the repair and restoration of the Base
Building Premises Elements on an overtime basis. In the event that Tenant
becomes entitled to terminate this Lease and the term and estate hereby granted
pursuant to the provisions of the first sentence of this Section 22.04(a),
Tenant may do so by giving a notice to such effect to Landlord within thirty
(30) days following the date on which Tenant becomes so entitled, and upon the
giving of such notice this Lease and the term and estate hereby granted shall
terminate as of the date set forth in such notice, which shall not in any event
be more than two hundred seventy (270) days after the giving of such notice,
with the same force and effect as if such date were the Expiration Date
specified herein.

Notwithstanding anything to the contrary contained in subsections 22.04(a)(i)
and (ii) above: (x) if a fire or other casualty coming within the scope of this
Article 22 shall occur between twenty-four (24) months and eighteen (18) months
prior to the Expiration Date of the initial term of this lease or any Extended
Term, as applicable, any references in subsection 22.04(a)(i) above to "eighteen
(18)" months or subsection 22.04(a)(ii) above to "fifteen (15)" months shall be
deemed to be "four (4) months"; (y) if a fire or other casualty coming within
the scope of this Article 22 shall occur between twelve (12) months and eighteen
(18) months prior to the Expiration Date of the initial term of this lease or
any Extended Term, as applicable, any references in subsection 22.04(a)(i) above
to "eighteen (18)" months or subsection 22.04(a)(ii) above to "fifteen (15)"
months shall be deemed to be "two (2) months"; and (z) if a fire or other
casualty coming within the scope of this Article 22 shall occur during the last
twelve (12) months immediately preceding the Expiration Date of the initial term
of this lease or any Extended Term, as applicable, any references in subsection
22.04(a)(i) above to "eighteen (18)" months or subsection 22.04(a)(ii) above to
"fifteen (15)" months shall be deemed to be "one (1) month". The provisions of
this paragraph shall have no applicability to a fire or other casualty occurring
prior to the Commencement Date (i.e., this paragraph shall not apply when
applying the provisions of this Article 22 to a casualty that occurs during the
last two (2) years of the term of the Existing Lease).

            (b) 1. Within ninety (90) days after the occurrence of damage or
destruction mentioned in this Article 22, Landlord shall give Tenant a notice
(herein called an "Anticipated Completion Date Notice") accompanied by the
written opinion of a reputable independent construction consultant selected by
Landlord and reasonably approved by Tenant (herein called the "Casualty
Consultant"), of the date by which Landlord will be able (under normal
construction practices) to substantially complete the Basic Restoration (herein
called the "Anticipated Completion Date"). If Landlord fails timely to give an
Anticipated Completion Date Notice, and such failure continues for ten (10)
Business Days after Landlord's receipt of notice from Tenant specifying such
failure and specifically stating that Landlord will be deemed to have given an
Anticipated Completion Date Notice setting forth an Anticipated Completion Date

                                     -103
<PAGE>

as hereinafter set forth, then Landlord shall be deemed to have given an
Anticipated Completion Date Notice setting forth as the Anticipated Completion
Date the day after the Non-Essential Restoration Completion Date or the
Essential Restoration Completion Date, as the case may be, (any such date being
herein called a "Deemed Anticipated Completion Date"); provided, however, that
Landlord may render any Deemed Anticipated Completion Date null, void and of no
further force or effect by giving an Anticipated Completion Date Notice at any
time prior to the delivery by Tenant of its notice of termination set forth in
Section 22.04(b)(1)(x) below. If the Anticipated Completion Date shall be after
the Non-Essential Restoration Completion Date or the Essential Restoration
Completion Date, as the case may be, then

                        (x)   Tenant shall have the right, within thirty (30)
                              days after the Anticipated Completion Date Notice
                              is given (or deemed to have been given and not
                              rendered void in accordance with the foregoing),
                              to terminate this lease by giving notice of such
                              termination to Landlord, and on the date set forth
                              in such notice, which shall not in any event be
                              less than thirty (30) days after the giving of
                              such notice nor more than two hundred seventy
                              (270) days after the giving of such notice, this
                              lease will terminate as if such date were the
                              Expiration Date specified herein; and

                        (y)   if Tenant does not give such termination notice
                              within said thirty-day period, then the
                              Non-Essential Restoration Completion Date or the
                              Essential Restoration Completion Date, as the case
                              may be, provided for herein shall automatically be
                              deemed extended to the date which is thirty (30)
                              days following the Anticipated Completion Date.

In no event shall Landlord have any additional liability to Tenant by reason of
the restoration's not being completed on the Anticipated Completion Date except
as set forth in this Section 22.04(b)(1).

                  2. In the case of an Essential Casualty, if Landlord has not
completed the Basic Restoration within seven (7) months from the date of such
damage or destruction, Landlord, within thirty (30) days following its receipt
of a written request from Tenant, shall give Tenant a second notice (herein
called a "Revised Date Notice"), accompanied by a second written opinion of the
Casualty Consultant, of the date by which the Casualty Consultant then projects
that Landlord will be able (under normal construction practices) to
substantially complete the Basic Restoration (herein called the "Revised Date").
If Landlord fails timely to give a Revised Date Notice, and such failure
continues for ten (10) Business Days after Landlord's receipt of notice from
Tenant specifying such failure and specifically stating that Landlord will be
deemed to have given a Revised Date Notice setting forth a Revised Date as
hereinafter set forth, then Landlord shall be deemed to have given a Revised

                                     -104-
<PAGE>

Date Notice setting forth as the Revised Date the day after the Essential
Restoration Completion Date (as such date may have been extended pursuant to
Section 22.04(b)(1). above)(any such date being herein called a "Deemed Revised
Date"); provided, however, that Landlord may render any Deemed Revised Date
null, void and of no further force or effect by giving a Revised Date Notice at
any time prior to the delivery by Tenant of its notice of termination set forth
in Section 22.04(b)(2)(x) below. If the Revised Date shall be after the
Essential Restoration Completion Date (as such date may have been extended
pursuant to Section 22.04(b)1. above), then

                        (x)   Tenant shall have the right, within thirty (30)
                              days after the Revised Date Notice is given (or
                              deemed to have been given and not rendered void in
                              accordance with the foregoing), to terminate this
                              lease by giving notice of such termination to
                              Landlord, and on the date set forth in such
                              notice, which shall not in any event be less than
                              thirty (30) days after the giving of such notice
                              nor more than two hundred seventy (270) days after
                              the giving of such notice, this lease will
                              terminate as if such date were the Expiration Date
                              specified herein, and

                        (y)   if Tenant does not give such termination notice
                              within said thirty-day period, then the Essential
                              Restoration Completion Date provided for herein
                              shall automatically be deemed extended to the date
                              which is thirty (30) days following the Revised
                              Date.

In no event shall Landlord have any additional liability to Tenant by reason of
the restoration's not being completed on the Revised Date except as set forth in
this Section 22.04(b)(2).

      22.05. Landlord and Tenant shall fully cooperate with each other in
connection with the collection of any insurance proceeds payable in respect of
any casualty to the Building and shall comply with all reasonable requests made
by each other in connection therewith, including, without limitation, the
execution of any affidavits reasonably required by the applicable insurance
companies.

      22.06. Except to the extent expressly set forth in this Article 22, Tenant
shall not be entitled to terminate this Lease and Landlord shall have no
liability to Tenant for inconvenience, loss of business or annoyance arising
from any repair or restoration of any portion of the Premises or of the Building
pursuant to this Article 22.

      22.07. Landlord will not carry insurance of any kind on Tenant's Property
or on Tenant's leasehold improvements and shall not be obligated to repair any
damage to or replace any of the foregoing and Tenant agrees to look solely to
its insurance for recovery of any damage to or loss of any of the foregoing.

                                     -105-
<PAGE>


      22.08. The provisions of this Article 22 shall be deemed an express
agreement governing any case of damage or destruction of the Premises by fire or
other casualty, and Section 227 of the Real Property Law of the State of New
York, providing for such a contingency in the absence of an express agreement,
and any other law of like import, now or hereafter in force, shall have no
application in such case.

                                   ARTICLE 23

                                 Eminent Domain
                                 --------------

      23.01. If the whole of the Building or the Premises shall be taken by
condemnation or in any other manner for any public or quasi-public use or
purpose, this lease and the term and estate hereby granted shall terminate as of
the date of vesting of title on such taking (herein called "Date of the
Taking"), and the Fixed Rent and Additional Charges under Article 3 shall be
prorated and adjusted as of such date.

      23.02. If only a part of the Building or the Land shall be acquired or
condemned for any public or quasi-public use or purpose, then, (i) except as
hereinafter provided in this Section, this lease and the term hereof shall
continue in force and effect but, if a part of the Premises is included in the
part of the Building so acquired or condemned, from and after the date of the
vesting of title or the date possession of such part is taken, whichever occurs
later, the Fixed Rent as well as Tenant's Proportionate Tax Share and Tenant's
Proportionate Operating Share shall be reduced in the proportion which the area
of the part of the Premises so acquired or condemned bears to the total area of
the Premises immediately prior to such acquisition or condemnation (taking into
account, and making an adjustment on account of any taking or acquisition of,
and the Fixed Rent payable with respect to, space added to the Premises pursuant
to the provisions of Article 4 hereof based on the respective Rent therefor);
(ii) whether or not the Premises shall be affected thereby, Landlord, at
Landlord's option, may give to Tenant, within sixty (60) days next following the
date upon which Landlord shall receive notice of vesting of title (other than a
vesting of title to a portion of the Land only or less than 5% of the rentable
area of the Building), not less than five (5) day's notice of termination of
this lease, provided that by reason of such taking Landlord shall have elected
to terminate (on a date not later than the date of termination specified on such
notice) leases, if any, affecting at least 50% of the space in the Building
(exclusive of the Premises) which is occupied by tenants; and (iii) if the part
of the Building so acquired or condemned shall contain more than 20% of the
total area of the Premises immediately prior to such acquisition or
condemnation, or if, by reason of such acquisition or condemnation, Tenant no
longer has reasonable means of access to the Premises, Tenant, at Tenant's
option, may give to Landlord, within sixty (60) days next following the date
upon which Tenant shall have received notice of vesting of title, a five (5)
days' notice of termination of this lease. If any such notice of termination is
given by Landlord or Tenant, this lease and the term hereof shall come to an end
and expire upon the date set forth in such notice with the same effect as if
such date were the Expiration Date. If part of the Building shall be so acquired
or condemned, and this lease and the term hereof shall not be terminated
pursuant to the foregoing provisions of this Section 23.02, Landlord, at

                                     -106-
<PAGE>

Landlord's expense, shall proceed with reasonable diligence to repair the
remaining parts of the Building and the Premises (other than Tenant's Property)
to substantially their former condition to the extent that the same may be
feasible (subject to reasonable changes which Landlord shall deem desirable) and
so as to constitute a complete and tenantable Building and Premises of
substantially the same quality. In addition, the Fixed Rent and Additional
Charges payable with respect to those portions of the Premises not so acquired
or condemned which are rendered untenantable by Landlord's work in restoring
such portions of the Premises as provided in this Section 23.02, shall be
equitably reduced, until substantial completion of such restoration (taking into
account, and making an adjustment on account of any taking or acquisition of,
and the Fixed Rent payable with respect to, space added to the Premises pursuant
to the provisions of Article 4 hereof based on the respective Rent therefor). In
the event of any termination of this lease and the term hereof pursuant to the
provisions of this Section 23.02, the Fixed Rent and Additional Charges shall be
apportioned as of the date of termination and any prepaid portion of Fixed Rent
and Additional Charges for any period after such date shall be refunded by
Landlord to Tenant.

      23.03. In the event of any such acquisition or condemnation of all or any
part of the Land or the Building, Landlord shall be entitled to receive the
entire award for any such acquisition or condemnation, Tenant shall have no
claim against Landlord or the condemning authority for the value of any
unexpired portion of the term of this lease and Tenant hereby expressly assigns
to Landlord all of its right in and to any such award. Nothing contained in this
Section 23.03 shall be deemed to prevent Tenant from making a separate claim in
any condemnation proceedings for the then value of any of Tenant's trade
fixtures which are taken and moving expenses, provided any such claim does not
reduce the amount of the award payable to Landlord or any Superior Party.

      23.04. If the temporary use or occupancy of all or any part of the
Premises shall be taken by condemnation or in any other manner for any public or
quasi-public use or purpose during the term of this lease, Tenant shall be
entitled, except as hereinafter set forth, to receive that portion of the award
or payment for such taking which represents compensation for the use and
occupancy of the Premises, for the taking of Tenant's Property and for moving
expenses, and Landlord shall be entitled to receive that portion which
represents reimbursement for the cost of restoration of the Premises. This lease
shall be and remain unaffected by such taking and Tenant shall continue
responsible for all of its obligations hereunder insofar as such obligations are
not affected by such taking and shall continue to pay in full the Fixed Rent and
Additional Charges when due. If the period of temporary use or occupancy shall
extend beyond the expiration date of this lease, that part of the award which
represents compensation for the use and occupancy of the Premises (or a part
thereof) shall be divided between Landlord and Tenant so that Tenant shall
receive so much thereof as represents the period up to and including such
expiration date and Landlord shall receive so much thereof as represents the
period after such expiration date. All monies paid as, or as part of, an award
for temporary use and occupancy for a period beyond the date to which the Fixed
Rent and Additional Charges have been paid shall be received, held and applied
by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges
becoming due hereunder.

                                     -107-
<PAGE>


      23.05. Any dispute which may arise between the parties with respect to the
meaning or application of any of the provisions of this Article shall be
determined by arbitration as provided in Article 34.

                                   ARTICLE 24

                                    Surrender
                                    ---------

      24.01. On the last day of the term of this lease, or upon any earlier
termination of this lease, or upon any reentry by Landlord upon the Premises,
Tenant shall quit and surrender the Premises to Landlord "broom-clean" and in
good order, condition and repair, except for ordinary wear and tear and such
damage or destruction as Landlord is required to repair or restore under this
lease. Upon Tenant's surrender of the Premises, Tenant shall remove all of
Tenant's Property therefrom except as otherwise expressly provided in this
lease. Any of Tenant's Property not removed by Tenant shall be deemed abandoned,
and may be disposed of at Landlord's sole discretion without accountability
therefor.

      24.02. No act or thing done by Landlord or its agents shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept such
surrender shall be valid unless in writing and signed by Landlord and each
Superior Lessor and Superior Mortgagee whose lease or mortgage, as the case may
be, provides that no such surrender may be accepted without its consent.

                                   ARTICLE 25

                            Conditions of Limitation
                            ------------------------

      25.01. This lease and the term and estate hereby granted are subject to
the limitation that whenever Tenant, or any guarantor of Tenant's obligations
under this lease, shall make an assignment for the benefit of creditors, or
shall file a voluntary petition under any federal or state bankruptcy,
insolvency or receivership law, or an involuntary petition shall be filed
against Tenant or such guarantor under any federal or state bankruptcy,
insolvency or receivership law, or under the provisions of any law of like
import, or whenever a receiver of Tenant or such guarantor, or a receiver of or
for the property of Tenant or such guarantor, shall be appointed, then Landlord
(a) if such event occurs without the acquiescence of Tenant or such guarantor,
as the case may be, at any time after the event continues for 120 days, or (b)
in any other case at any time after the occurrence of any such event, may give
Tenant a notice of intention to end the term of this lease at the expiration of
five days from the date of service of such notice of intention, and upon the
expiration of said five-day period this lease and the term and estate hereby
granted, whether or not the term shall theretofore have commenced, shall
terminate with the same effect as if that day were the expiration date of this
lease, but Tenant shall remain liable for damages as provided in Article 27.
Anything contained herein to the contrary notwithstanding, if such termination
shall be stayed by order of any court having jurisdiction over any case or
proceeding described in this Section 25.01, or by federal or state statute,
then, following the earlier of (i) the expiration of any such stay, or (ii) if

                                     -108-
<PAGE>

Tenant or Tenant as debtor-in-possession or the trustee appointed to administer
Tenant's estate shall fail to assume Tenant's obligations under this lease
within the period prescribed therefor by law (or within one hundred twenty (120)
days after entry of the order for relief) or as may be allowed by the court, or
(iii) if Tenant or Tenant as debtor-in-possession or such trustee for Tenant
shall fail to provide adequate protection of Landlord's right, title and
interest in and to the Premises or adequate assurance of the complete and
continuous future performance of Tenant's obligations under this lease as
provided in Section 27.04(a), Landlord, to the extent permitted by law or by
leave of the court having jurisdiction over such proceeding, shall have the
right, at its election, to terminate this lease on five (5) days' notice to
Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration
of said five (5) day period this lease shall cease and expire as aforesaid and
Tenant, Tenant as debtor-in-possession and/or said trustee shall immediately
quit and surrender the Premises as aforesaid.

      25.02. This lease and the term and estate hereby granted are subject to
the further limitations that if, at any time prior to or during the term hereof,
any one or more of the following events which is not cured within the applicable
grace period (such an event is herein called an "Event of Default") shall occur:

            (a) if Tenant shall default in the payment when due of any
installment of the Fixed Rent or of any installment thereof, and such default
shall continue for a period of ten (10) days after notice from Landlord to
Tenant to cure such default; or

            (b) if Tenant shall default in the payment when due of any
installment of Tax Payments or Operating Payments, and such default shall
continue for a period of ten (10) days after notice from Landlord to Tenant to
cure such default; or

            (c) if Tenant shall default in the payment of any of the Additional
Charges after the rendition of a statement therefor and the expiration of the
period within which Tenant is obligated to pay such Additional Charges pursuant
to the applicable provisions of this lease, and such default shall continue for
ten (10) days after notice thereof by Landlord to Tenant; or

            (d) if Tenant shall default in the observance and performance of any
other term, covenant or condition of this lease on Tenant's part to be observed
or performed and Tenant shall fail to remedy such default within thirty (30)
days after notice by Landlord to Tenant of such default, or if such default is
of such a nature that, or if due to Unavoidable Delays, it cannot be completely
remedied within said period of thirty (30) days and Tenant shall not commence
within said period of thirty (30) days, or shall not thereafter diligently
prosecute to completion, all steps necessary to remedy such default as soon as
reasonably possible; or

            (e) if any event shall occur or any contingency shall arise whereby
this lease or the estate hereby granted or the unexpired balance of the term
hereof would, by operation of law or otherwise, devolve upon or pass to any
person, firm or corporation other than Tenant, except as expressly permitted by
Article 8, and Tenant fails to remedy such default within twenty (20) days after
notice thereof by Landlord;

                                     -109-
<PAGE>

      then in any of said cases Landlord, during the continuance of such Event
      of Default, may give to Tenant a notice of intention to end the term of
      this Lease at the expiration of five days from the date of the service of
      such notice of intention, and upon the expiration of said five days this
      Lease and the term and estate hereby granted, whether or not the term
      shall theretofore have commenced, shall terminate with the same effect as
      if that day was the day herein definitely fixed for the end and expiration
      of this Lease, but Tenant shall remain liable for damages as provided in
      Article 24 hereof.

      25.03. (a) If, at any time after Tenant named herein may have assigned its
interest in this lease, this lease shall be disaffirmed or rejected or be deemed
disaffirmed or rejected in any proceeding of the types described in Section
25.01, or in any similar proceeding, or in the event of termination of this
lease by reason of any such proceeding or by reason of lapse of time following
notice of termination given pursuant to Section 25.02 based upon any of the
Events of Default set forth in said Section 25.02, Tenant named herein, upon
request of Landlord given within sixty (60) days next following any such
disaffirmance, rejection or termination (and following actual notice thereof to
Landlord in the event of a disaffirmance or rejection or in the event of
termination other than by act of Landlord), shall (1) pay to Landlord all Fixed
Rent and Additional Charges due and owing by the assignee to Landlord under this
lease to and including the date of such disaffirmance, rejection or termination,
and (2) as "tenant," enter into a new lease with Landlord of the Premises for a
term commencing on the effective date of such disaffirmance, rejection or
termination and ending on the Expiration Date, unless sooner terminated as in
such new lease provided, at the same Fixed Rent and Additional Charges and upon
the then executory terms, covenants and conditions as are contained in this
lease, except that (i) Tenant's rights under the new lease shall be subject to
the possessory rights of the assignee under this lease and the possessory rights
of any person claiming by, through or under such assignee or by virtue of any
statute or of any order of any court, (ii) such new lease shall require all
defaults existing under this lease to be cured by Tenant within the time periods
specified herein exclusive of any default referred to in Section 25.01, and
(iii) such new lease shall require Tenant to pay all Fixed Rent and Additional
Charges reserved in this lease which, had this lease not been so disaffirmed,
rejected or terminated, would have accrued hereunder after the date of such
disaffirmance, rejection or termination with respect to any period prior
thereto. If Tenant named herein shall default in its obligation to enter into
said new lease for a period of ten (10) days next following Landlord's request
therefor, then, in addition to all other rights and remedies by reason of such
default, either at law or in equity, or under this lease, Landlord shall have
the same rights and remedies against Tenant named herein as if Tenant named
herein had entered into such new lease and such new lease had thereafter been
terminated as of the commencement date thereof by reason of Tenant's default
thereunder.

            (b)   In the  event  of any  assignment  of this  lease  permitted
pursuant to the terms hereof:

                        (1) Landlord shall accept performance by Tenant named
      herein of any term, covenant, agreement, provision, condition or
      limitation on the then tenant's part to be performed and observed under

                                     -110-
<PAGE>

      this lease with the same force and effect as if performed and observed by
      the then tenant, provided such performance shall occur within the time
      prescribed therefor in this lease. The curing or remedying of any default
      by Tenant named herein within the time period permitted herein shall be
      deemed to be the curing or remedying thereof, and Tenant named herein, to
      the extent of any monies spent by it or obligations incurred by it, shall
      be entitled to proceed by an action at law against the then tenant for the
      recovery of such sum; provided however, that such rights of Tenant named
      herein shall be subordinate to any rights of Landlord to recover and
      collect any sums then or thereafter due or to become due to Landlord under
      this lease.

                        (2) If this lease shall be terminated by reason of an
      Event of Default occurring hereunder or if this lease shall be disaffirmed
      or rejected or be deemed disaffirmed or rejected in any proceeding of the
      types described in Section 25.01, and provided (i) the assignee of this
      lease is not an Affiliate of Tenant and (ii) Tenant named herein shall pay
      to Landlord all Fixed Rent and Additional Charges due and owing by any
      assignee to Landlord under this lease to and including the date of such
      termination, disaffirmance or rejection, Tenant named herein may, by
      notice to Landlord given within thirty (30) days next following such
      termination, rejection or disaffirmance, request (and, except as
      hereinafter provided, Landlord and Tenant named herein shall promptly
      thereafter execute and deliver) a new lease of the Premises from Landlord
      for a term commencing on the effective date of such termination, rejection
      or disaffirmance and ending on the Expiration Date (unless sooner
      terminated as in such new lease provided), at the same Fixed Rent and
      Additional Charges and upon the then executory terms, covenants,
      agreements, provisions, conditions and limitations provided in this lease,
      except that (a) the rights of Tenant named herein under the new lease
      shall be subject to the possessory rights of any assignee under this lease
      and the possessory rights of any person claiming by, through or under such
      assignee or by virtue of any statute or of any order of any court, and (b)
      such new lease shall require all defaults existing under this lease to be
      cured by Tenant named herein within the time periods specified herein,
      exclusive of any default referred to in Section 25.01, and (c) such new
      lease shall require Tenant named herein to pay all Fixed Rent and
      Additional Charges reserved in this lease which, had this lease not been
      so terminated, rejected or disaffirmed, would have accrued hereunder after
      the date of such termination, rejection or disaffirmance with respect to
      any period prior thereto. Notwithstanding the foregoing, Landlord shall
      have the right, for a period of twenty (20) days after the request by
      Tenant named herein for a new lease, to reject, in writing, such request,
      in which event Tenant named herein shall thereupon be deemed entirely
      freed and relieved by Landlord of any and all covenants and obligations
      under or in respect of this lease and in respect of the Premises.

                        (3) The provisions of this Section 25.03 shall survive
      the expiration or earlier termination of this lease.

                                      -111-
<PAGE>

                                   ARTICLE 26

                              Re-Entry by Landlord
                              --------------------

      26.01. If an Event of Default shall occur in the payment of any of the
Fixed Rent or Additional Charges, and such Event of Default shall continue for
five days after notice thereof by Landlord to Tenant, or if this lease shall
terminate as provided in Article 25, Landlord or Landlord's agents and employees
may immediately or at any time thereafter re-enter the Premises, or any part
thereof, either by summary dispossess proceedings or by any suitable action or
proceeding at law, without being liable to indictment, prosecution or damages
therefor, and may repossess the same, and may remove any person therefrom, to
the end that Landlord may have, hold and enjoy the Premises. The word
"re-enter", as used herein, is not restricted to its technical legal meaning. If
this lease is terminated under the provisions of Article 25, or if Landlord
shall re-enter the Premises under the provisions of this Article, or in the
event of the termination of this lease, or of re-entry, by or under any summary
dispossess or other proceeding or action or any provision of law by reason of
default hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord
the Fixed Rent and Additional Charges payable up to the time of such termination
of this lease, or of such recovery of possession of the Premises by Landlord, as
the case may be, and shall also pay to Landlord damages as provided in Article
27.

      26.02. In the event of a breach or threatened breach by Tenant of any of
its obligations under this lease, Landlord shall also have the right of
injunction. The special remedies to which Landlord may resort hereunder are
cumulative and are not intended to be exclusive of any other remedies to which
Landlord may lawfully be entitled at any time and Landlord may invoke any remedy
allowed at law or in equity as if specific remedies were not provided for
herein.

      26.03. If this lease shall terminate under the provisions of Article 25,
or if Landlord shall re-enter the Premises under the provisions of this Article,
or in the event of the termination of this lease, or of re-entry, by or under
any summary dispossess or other proceeding or action or any provision of law by
reason of an Event of Default hereunder on the part of Tenant, Landlord shall be
entitled to retain all monies, if any, paid by Tenant to Landlord, whether as
advance rent, security or otherwise, and all other monies to be refunded to
Tenant pursuant to the terms of this lease, but such monies shall be credited by
Landlord against any of the Fixed Rent or Additional Charges due from Tenant at
the time of such termination or re-entry or, at Landlord's option, against any
damages payable by Tenant under Article 27 or pursuant to law.

                                   ARTICLE 27

                                     Damages
                                     -------

      27.01. If this lease is terminated under the provisions of Article 25, or
if Landlord shall re-enter the Premises under the provisions of Article 26, or
in the event of the termination of this lease, or of re-entry, by or under any
summary dispossess or other proceeding or action or any provision of law by
reason of an Event of Default hereunder on the part of Tenant, Tenant shall pay
to Landlord as damages, at the election of Landlord, either:

                                     -112-
<PAGE>

            (a) a sum which at the time of such termination of this lease or at
the time of any such re-entry by Landlord, as the case may be, represents the
then value of the excess, if any, of (i) the aggregate amount of the Fixed Rent
and Additional Charges under Article 3 which would have been payable by Tenant
(conclusively presuming the average monthly Additional Charges under Article 3
to be the same as were payable for the last 12 calendar months, or if less than
12 calendar months have then elapsed since the Commencement Date, all of the
calendar months, immediately preceding such termination or re-entry) for the
period commencing with such earlier termination of this lease or the date of any
such re-entry, as the case may be, and ending with the date contemplated as the
expiration date hereof if this lease had not so terminated or if Landlord had
not so re-entered the Premises, over (ii) the aggregate rental value of the
Premises for the same period, both discounted to present worth at the rate of
six percent (6%) per annum, or

            (b) sums equal to the Fixed Rent and Additional Charges under
Article 3 which would have been payable by Tenant (conclusively presuming the
average monthly Additional Charges under Article 3 to be the same as were
payable for the 12 calendar months, or if less than 12 calendar months have then
elapsed since the Commencement Date, all of the calendar months, immediately
preceding such termination or re-entry) had this lease not so terminated, or had
Landlord not so re-entered the Premises, payable upon the due dates therefor
specified herein following such termination or such re-entry and until the date
contemplated as the expiration date hereof if this lease had not so terminated
or if Landlord had not so re-entered the Premises; provided however, that if
Landlord shall relet the Premises during said period, Landlord shall credit
Tenant with the net rents received by Landlord from such reletting, such net
rents to be determined by first deducting from the gross rents as and when
received by Landlord from such reletting the expenses incurred or paid by
Landlord in terminating this lease or in re-entering the Premises and in
securing possession thereof, as well as the expenses of reletting, including,
without limitation, altering and preparing the Premises for new tenants,
brokers' commissions, legal fees, and all other expenses properly chargeable
against the Premises and the rental therefrom, it being understood that any such
reletting may be for a period shorter or longer than the remaining term of this
lease; but in no event shall Tenant be entitled to receive any excess of such
net rents over the sums payable by Tenant to Landlord hereunder, nor shall
Tenant be entitled in any suit for the collection of damages pursuant to this
subdivision to a credit in respect of any net rents from a reletting, except to
the extent that such net rents are actually received by Landlord. If the
Premises or any part thereof should be relet in combination with other space,
then proper apportionment on a square foot basis shall be made of the rent
received from such reletting and of the expenses of reletting. If the Premises
or any part thereof be relet by Landlord for the unexpired portion of the term
of this lease, or any part thereof, before presentation of proof of such damages
to any court, commission or tribunal, the amount of rent reserved upon such
reletting shall, prima facie, be the fair and reasonable rental value for the
Premises, or part thereof, so relet during the term of the reletting. Landlord
shall not be liable in any way whatsoever for its failure or refusal to relet
the Premises or any part thereof, or if the Premises or any part thereof are
relet, for its failure to collect the rent under such reletting, and no such
refusal or failure to relet or failure to collect rent shall release or affect
Tenant's liability for damages or otherwise under this lease.

                                     -113-
<PAGE>

      27.02. Suit or suits for the recovery of such damages, or any installments
thereof, may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit
until the date when the term of this lease would have expired if it had not been
so terminated under the provisions of Article 25, or under any provision of law,
or had Landlord not re-entered the Premises. Nothing herein contained shall be
construed to limit or preclude recovery by Landlord against Tenant of any sums
or damages to which, in addition to the damages particularly provided above,
Landlord may lawfully be entitled by reason of any default hereunder on the part
of Tenant. Nothing herein contained shall be construed to limit or prejudice the
right of Landlord to prove for and obtain as damages by reason of the
termination of this lease or re-entry on the Premises for the default of Tenant
under this lease 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 any of the sums referred to in Section 27.01.

      27.03. In addition, if this lease is terminated under the provisions of
Article 25, or if Landlord shall re-enter the Premises under the provisions of
Article 26, Tenant agrees that:

            (a) the Premises then shall be in the same condition as that in
which Tenant has agreed to surrender the same to Landlord at the expiration of
the term hereof;

            (b) Tenant shall have performed prior to any such termination any
covenant of Tenant contained in this lease for the making of any Alteration or
for restoring or rebuilding the Premises or the Building, or any part thereof;
and

            (c) for the breach of any covenant of Tenant set forth above in this
Section 27.03, Landlord shall be entitled immediately, without notice or other
action by Landlord, to recover, and Tenant shall pay, as and for liquidated
damages therefor, the cost of performing such covenant (as estimated by an
independent contractor selected by Landlord).

      27.04. (a) If an order for relief is entered with respect to Tenant or if
a stay of proceeding or other acts becomes effective in favor of Tenant or
Tenant's interest in this lease, in any proceeding which is commenced by or
against Tenant, under the present or any future federal bankruptcy code or any
other present or future applicable federal, state or other statute or law,
Landlord shall be entitled to invoke any and all rights and remedies available
to it under such bankruptcy code, statute, law or this lease, including, without
limitation, such rights and remedies as may be necessary to adequately protect
Landlord's right, title and interest in and to the Premises or any part thereof
and/or adequately assure the complete and continuous future performance of
Tenant's obligations under this lease. Adequate protection of Landlord's right,
title and interest in and to the Premises, and adequate assurance of the
complete and continuous future performance of Tenant's obligations under this
lease, shall include, without limitation, the following requirements:

                  (i)   that Tenant shall  comply with all of its  obligations
      under this lease;

                                     -114-
<PAGE>

                  (ii) that Tenant shall pay to Landlord, on the first day of
      each month occurring subsequent to the entry of such order or the
      effective date of such stay, a sum equal to the amount by which the
      Premises diminished in value during the immediately preceding monthly
      period, but, in no event, an amount which is less than the aggregate Fixed
      Rent and Additional Charges payable for such monthly period;

                  (iii) that Tenant shall  continue to use the Premises in the
      manner required by this lease;

                  (iv)  that  Landlord  shall be permitted  to  supervise  the
      performance of Tenant's obligations under this lease;

                  (v) that Tenant shall hire, at its sole cost and expense, such
      security personnel as may be necessary in Landlord's judgment to insure
      the adequate protection and security of the Premises;

                  (vi) that Tenant pay to Landlord within thirty (30) days after
      entry of such order or the effective date of such stay, as partial
      adequate protection against future diminution in value of the Premises and
      adequate assurance of the complete and continuous future performance of
      Tenant's obligations under this lease, a security deposit in an amount
      acceptable to Landlord, but in no event less than the Fixed Rent and
      Additional Charges payable hereunder for the next twelve months;

                  (vii) that Tenant has and will continue to have unencumbered
      assets after the payment of all secured obligations and administrative
      expenses to assure Landlord that sufficient funds will be available to
      fulfill the obligations of Tenant under this lease;

                  (viii) that Landlord be granted a security interest acceptable
      to Landlord in property of Tenant to secure the performance of Tenant's
      obligations under this lease; and

            (b) If Tenant's trustee, Tenant or Tenant as debtor-in-possession
assumes this lease in accordance with the United States Bankruptcy Code and
proposes to assign the same (pursuant to Title 11 U.S.C. ss. 365, as the same
may be amended) to any person who shall have made a bona fide offer to accept an
assignment of this lease on terms acceptable to Tenant's trustee, Tenant or
Tenant as debtor-in-possession, then notice of such proposed assignment, setting
forth (x) the name and address of such person, (y) all of the terms and
conditions of such offer, and (z) the adequate assurance to be provided Landlord
to assure such person's future performance under this lease, including, without
limitation, the assurance referred to in Title 11 U.S.C. S 365(b)(3) (as the
same may be amended), shall be given to Landlord by the trustee, Tenant or
Tenant as debtor-in-possession no later than twenty (20) days after receipt by
the trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any

                                     -115-
<PAGE>

event no later than ten (10) days prior to the date that the trustee, Tenant or
Tenant as debtor-in-possession shall make application to a court of competent
jurisdiction for authority and approval to enter into such assignment and
assumption, and Landlord shall thereupon have the prior right and option, to be
exercised by notice to Tenant's trustee, Tenant or Tenant as
debtor-in-possession, given at any time prior to the effective date of such
proposed assignment, to accept an assignment of this lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide offer
made by such person, less any brokerage commissions which may be payable out of
the consideration to be paid by such person for the assignment of this lease.

                                   ARTICLE 28

                               Affirmative Waivers
                               -------------------

      28.01. Tenant, on behalf of itself and any and all persons claiming
through or under Tenant, does hereby waive and surrender all right and privilege
which it, they or any of them might have under or by reason of any present or
future law, to redeem the Premises or to have a continuance of this lease after
being dispossessed or ejected therefrom by process of law or under the terms of
this lease or after the termination of this lease as provided in this lease.

      28.02. If Tenant shall be in default in the payment of any of the Fixed
Rent or Additional Charges, Tenant waives Tenant's right, if any, to designate
the items to which any payments made by Tenant are to be credited, and Tenant
agrees than Landlord may apply any payments made by Tenant to such items as
Landlord sees fit, irrespective of and notwithstanding any designation or
request by Tenant as to the items to which any such payments shall be credited.

      28.03. Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any matter
whatsoever arising out of or in any way connected with this lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
including, without limitation, any claim of injury or damage, and any emergency
and other statutory remedy with respect thereto; provided however, that Tenant's
waiver of trial by jury shall apply only to summary proceedings and actions to
recover damages pursuant to Article 27.

      28.04. Tenant shall not interpose any counterclaim of any kind in any
action or proceeding commenced by Landlord to recover possession of the
Premises, unless the failure by Tenant to interpose such counterclaim in any
such action or proceeding would preclude Tenant from asserting the subject
matter of such counterclaim in a separate action.

                                   ARTICLE 29

                                   No Waivers
                                   ----------

      29.01. The failure of either party to insist in any one or more instances
upon the strict performance of any one or more of the obligations of this lease,
or to exercise any election herein contained, shall not be construed as a waiver

                                     -116-
<PAGE>

or relinquishment for the future of the performance of such one or more
obligations of this lease or of the right to exercise such election, but the
same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission. The receipt by Landlord of any Fixed Rent or
Additional Charges or both with knowledge of breach by Tenant of any obligation
of this lease shall not be deemed a waiver of such breach.

                                   ARTICLE 30

                                 Curing Defaults
                                 ---------------

      30.01. If Tenant shall default in the performance of any of Tenant's
obligations under this lease, Landlord, or any Superior Mortgagee, without
thereby waiving such default, may (but shall not be obligated to) perform the
same for the account and at the expense of Tenant, without notice in a case of
emergency, and in any other case only if such default continues after the
expiration of the applicable grace period, if any.

      30.02. Bills for any expenses incurred by Landlord or any Superior
Mortgagee, in connection with any such performance by it for the account of
Tenant, and bills for all costs, expenses and disbursements of every kind and
nature whatsoever, including reasonable counsel fees, involved in collecting or
endeavoring to collect any of the Fixed Rent or Additional Charges or any part
thereof or enforcing or endeavoring to enforce any valid rights against Tenant
or Tenant's obligations hereunder, under or in connection with this lease or
pursuant to law, including any such cost, expense and disbursement involved in
successfully instituting and prosecuting summary proceedings or in recovering
possession of the Premises after default by Tenant or upon the expiration or
sooner termination of this lease, and interest on all sums advanced by Landlord
or such Superior Mortgagee under this Section and/or Section 30.01 at the rate
of 1.5 percent per month or the maximum rate permitted by law, whichever is
less, may be sent by Landlord to Tenant monthly, or immediately, at its option,
and such amounts shall be due and payable in accordance with the terms of such
bills.

                                   ARTICLE 31

                                     Broker
                                     ------

      31.01. Landlord and Tenant each warrant and represent to each other that
no broker except Insignia/ESG, Inc. (herein called the "Broker") was
instrumental in bringing about or consummating this Lease and that neither had
any conversations or negotiations with any broker except the Broker concerning
the leasing of the Premises. Landlord shall pay a brokerage commission to Broker
in connection with this lease pursuant to a separate agreement between Landlord
and Broker. Tenant agrees to indemnify and hold harmless Landlord against and
from any claims for any brokerage commissions and all costs, expenses and
liabilities in connection therewith, including, without limitation, reasonable
attorneys' fees and expenses, arising out of any conversations or negotiations
had by Tenant with any broker other than the Broker. Landlord agrees to

                                     -117-
<PAGE>

indemnify and hold harmless Tenant against and from any claims for any brokerage
commissions and all costs, expenses and liabilities in connection therewith,
including, without limitation, reasonable attorneys' fees and expenses, arising
out of conversations or negotiations had by Landlord with any broker other than
the Broker.

                                   ARTICLE 32

                                     Notices
                                     -------

      32.01. Any notice, statement, demand, consent, approval, advice or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this lease or pursuant to any applicable law or
requirement of public authority (collectively, "communications") shall be in
writing (except as specifically otherwise provided elsewhere in this lease) and
shall be deemed to have been properly given, rendered or made only if sent by
personal delivery, registered or certified mail, return receipt requested,
posted in a United States post office station or letter box in the continental
United States, or nationally recognized overnight courier addressed as follows:

                  (a)   If to Landlord:

                        WFP 245 PARK CO. L.P.
                        c/o Brookfield Financial Properties, Inc.
                        One Liberty Plaza
                        165 Broadway
                        New York, New York 10006
                        Attention:  Senior Vice-President, Director of Leasing

                        with a copy to:

                        WFP 245 PARK CO. L.P.
                        c/o Brookfield Financial Properties, Inc.
                        One Liberty Plaza
                        165 Broadway
                        New York, New York 10006
                        Attention:  General Counsel


                  (b)   If to Tenant:

                         The Bear Stearns Companies Inc.
                         245 Park Avenue
                         New York, New York 10167
                         Attn: James Lang

                                     -118-
<PAGE>

                        and with copies to:

                        The Bear Stearns Companies Inc.

                        Legal Department
                        245 Park Avenue
                        New York, NY 10167
                        Attn:  James E. Raved, Esq.

                        and

                        Stroock & Stroock & Lavan LLP

                        180 Maiden Lane
                        New York, NY  10038
                        Attn:  Jacob Bart, Esq.

All such communications shall be deemed to have been given, rendered or made
when delivered and receipted by the party to whom addressed (or the date that
such receipt is refused, if applicable). Either party may, by notice as
aforesaid, designate a different address or addresses for communications
intended for it. Notwithstanding the foregoing, (i) with respect to an
occurrence presenting imminent danger to the health or safety of persons or
damage to property in, on or about the Building or (ii) during a postal strike,
communications shall be served by personal delivery in the manner set forth
above, with a copy to the Building Manager in the case of an occurrence
described in clause (i).

      32.02.   Notwithstanding  anything to the contrary  contained herein,
any communication  which,  pursuant to the terms of this lease, need not be in
writing shall be supplemented by a written confirmation thereof,  delivered to
the Building Manager

                                   ARTICLE 33

                              Estoppel Certificates
                              ---------------------

      33.01. Each party agrees, at any time and from time to time, as requested
by the other party, upon not less than 15 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 Charges have been paid, stating
whether or not, to the best knowledge of the signer, without independent
investigation, 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 shall have knowledge, and stating whether or not, to the best
knowledge of the signer, any event has occurred which with the giving of notice
or passage of time, or both, would constitute such a default, and, if so,
specifying each such event, it being intended that any such statement delivered
pursuant hereto shall be deemed a representation and warranty to be relied upon
by the party requesting the certificate and by others with whom such party may

                                     -119-
<PAGE>

be dealing, regardless of independent investigation. Tenant and Landlord also
shall include in any such statement such other information concerning this lease
as the other party may reasonably request. Further, upon request made on or
after the Commencement Date, Tenant will deliver to each Superior Mortgagee an
estoppel certificate in such form as may be reasonably required by such Superior
Mortgagee.

                                   ARTICLE 34

                                   Arbitration
                                   -----------

      34.01. Landlord or Tenant may at any time request arbitration of any
matter in dispute where arbitration is expressly provided for in this lease.
Except as otherwise expressly provided in this lease, any dispute which in this
lease is to be determined by arbitration, shall be determined in accordance with
the provisions of this Article 34. The party requesting arbitration shall do so
by giving notice to that effect to the other party, specifying in said notice
the nature of the dispute, and said dispute shall be determined in the City of
New York, by three arbitrators, in accordance with rules then obtaining of the
American Arbitration Association (or any organization which is the successor
thereto). The award in such arbitration may be enforced on the application of
either party by the order or judgment of a court of competent jurisdiction.

      34.02. If the dispute to be arbitrated is the fair market rental value of
any space in the Building, the provisions of Section 34.01, 34.03 and 34.04
shall apply thereto, except that the following provisions shall apply to the
conduction and determination of such arbitration:

            (a) Each of the arbitrators shall have at least 10 years experience
in the appraisal of first-class office buildings in New York City and shall be a
member of the American Institute of Real Estate Appraisers or the Society of
Real Estate Appraisers, or any successor bodies of comparable function;

            (b) Landlord and Tenant shall each appoint one arbitrator within 15
days after the giving of any notice by either party, pursuant to this lease
requiring the determination of the fair market rental value of such space
pursuant to this Article 34. The third arbitrator shall be selected by the
appointed arbitrators within 10 days after their appointment. If either Landlord
or Tenant shall fail to timely appoint an arbitrator, the appointed arbitrator
shall select the second arbitrator within 15 days after such party's failure to
appoint. If the two arbitrators so appointed shall be unable to agree on the
selection of a third arbitrator, then either arbitrator, on behalf of both, may
request such appointment in accordance with the rules then in effect of the
American Arbitration Association (or any organization which is the successor
thereto) in New York, New York; and

            (c) The fair market rental value of the space in question shall be
the average of the valuations of such space as determined by such arbitrators;
provided however, if any such valuation deviates more than ten percent from the
median of such valuation, the fair market rental value of such space shall be
the average of the two closest such valuations. The results of any such

                                     -120-
<PAGE>

arbitration shall be submitted to Landlord and Tenant within 30 days after the
panel of three arbitrators is constituted.

      34.03. If Tenant gives notice requesting arbitration as provided in
Section 34.01, Tenant shall simultaneously serve a duplicate of the notice on
each Superior Mortgagee whose name and address shall previously have been
furnished to Tenant, and such Superior Mortgagees shall have the right to
participate in such arbitration. Such right of participation shall include,
without limitation, the right to (a) be represented by counsel, (b) submit
evidence and (c) make argument.

      34.04. The fees and expenses of any arbitration of the determination of
fair market rental value for purposes of Articles 4 and 5 shall be borne by the
parties equally, but each party shall bear the expense of its own attorneys and
experts and the additional expenses of presenting its own proof. The fees and
expenses of any other arbitration hereunder shall be borne by the unsuccessful
party (if one party is totally successful in such arbitration), but each party
shall bear the expense of its attorneys and experts and the additional expenses
of presenting its own proof; provided however, if neither party shall be totally
successful, then the determination of which party or parties shall bear such
fees and expenses shall be made by the arbitrators.

      34.05. Any dispute as to Landlord's or Tenant's reasonableness in any
instance where, pursuant to the terms of this lease, Landlord or Tenant is
obligated to act reasonably may be arbitrated and the provisions of Sections
34.01, 34.03 and 34.04 shall apply thereto, except that the following provisions
shall apply to the conduct and determination of such arbitration:

            (a) Each of the arbitrators shall have at least 10 years experience
in the business of managing, or as agents or brokers dealing with the leasing
of, first-class office buildings located in the Borough of Manhattan, City of
New York;

            (b) within five (5) Business Days next following the giving of any
notice by Tenant to Landlord stating that it wishes such dispute to be so
determined, Landlord and Tenant each shall give notice to the other setting
forth the name and address of an arbitrator designated by the party giving such
notice. If either party shall fail to give notice of such designation within
said five (5) Business Days, then the arbitrator chosen by the other side shall
make the determination alone. If two arbitrators have been designated, such
arbitrators shall designate a third arbitrator. If the two arbitrators shall
fail to agree upon the designation of a third arbitrator within five (5)
Business Days of the designation of the second arbitrator, then either party may
apply to the American Arbitration Association or to any successor thereto, for
the designation of such arbitrator. No arbitrator shall be designated unless
such arbitrator agrees to be bound by the time periods set forth in this Section
34.05; and

            (c) the three arbitrators shall conduct such hearings as they deem
appropriate, making their determination in writing, and shall give notice to
Landlord and Tenant of their determination as soon as practicable, and if
possible, within ten (10) Business Days of the designation of the third
arbitrator but in no event later than thirty (30) days after such designation;
the concurrence of any two of said arbitrators shall be binding upon Landlord

                                     -121-

<PAGE>

and Tenant, or, in the event no two of the arbitrators shall render a concurrent
determination, then the determination of the third arbitrator designated shall
be binding upon Landlord and Tenant.

      34.06. Notwithstanding anything to the contrary contained in this Article
34, Tenant and Landlord shall each have the right to submit (x) a dispute
arising under Article 8 or Article 12 of this lease, and (y) any other dispute
for which arbitration in accordance with this Section 34.06 is expressly
provided in this lease, to binding arbitration under the Expedited Procedures
provisions (Rules 53 through 57 in the current edition) of the Commercial
Arbitration Rules of the American Arbitration Association ("AAA"). In cases
where the parties utilize such arbitration: (i) the parties will have no right
to object if the arbitrator so appointed was on the list submitted by the AAA
and was not objected to in accordance with Rule 54, (ii) the arbitrator shall be
selected within three (3) Business Days following submission of such dispute to
arbitration, (iii) the arbitrator shall render his final decision not later than
three (3) Business Days after the last hearing, (iv) the first hearing shall be
held within five (5) Business Days after the appointment of the arbitrator, and
the last hearing shall be held within fifteen (15) Business Days after the
appointment of the arbitrator, (v) if the arbitrator shall find that Landlord
had acted unreasonably in withholding a consent or approval for which Landlord
is required, pursuant to the terms of this lease, not to unreasonably withhold,
such consent or approval shall be deemed granted, and any other finding or
determination of the arbitrator shall be deemed final and binding (except that
the arbitrator shall not have the power to add to, modify or change any of the
provisions of this lease), and (vi) the losing party in such arbitration shall
pay the arbitration costs charged by AAA and/or the arbitrator. If for any
reason a dispute shall arise with respect to the identity of the arbitrator, the
arbitrator shall be selected by the AAA within three (3) Business Days after
submission of a request therefor.

                                   ARTICLE 35

                               Memorandum of Lease
                               -------------------

      35.01. Tenant shall not record this lease. However, at the request of
either Landlord or Tenant, each shall promptly execute, acknowledge and deliver
to the other a memorandum of lease in respect of this lease and a memorandum of
modification of lease in respect of any modification of this lease, sufficient
for recording, which memorandum may be recorded by Landlord or Tenant. No such
memorandum shall be deemed to change or otherwise affect any of the obligations
or provisions of this lease.

                                   ARTICLE 36

                                  Miscellaneous
                                  -------------

      36.01. Tenant expressly acknowledges and agrees that Landlord and its
representatives have not made and are not making, and Tenant, in executing and
delivering this lease, is not relying upon, any warranties, representations,
promises or statements, except to the extent that the same are expressly set
forth in this lease or in any other written agreement which may be made between

                                     -122-
<PAGE>

the parties concurrently with the execution and delivery of this lease and shall
expressly refer to this lease. All understandings and agreements heretofore had
between the parties are merged in this lease and any other written agreement(s)
made concurrently herewith, which alone fully and completely express the
agreement of the parties and which are entered into after full investigation,
neither party relying upon any statement or representation not embodied in this
lease or any other written agreement(s) made concurrently herewith.

      36.02. No agreement shall be effective to change, modify, waive, release,
discharge, terminate or effect an abandonment of this lease, in whole or in
part, unless such agreement is in writing, refers expressly to this lease and is
signed by the party against whom enforcement of the change, modification,
waiver, release, discharge, termination or effectuation of the abandonment is
sought. If Tenant shall at any time request Landlord to sublet the Premises for
Tenant's account, Landlord or its agent is authorized to receive keys for such
purposes without releasing Tenant from any of its obligations under this lease,
and Tenant hereby releases Landlord of any liability for loss or damage to any
of the Tenant's Property in connection with such subletting.

      36.03. Except as otherwise expressly provided in this lease, the
obligations of this lease shall bind and benefit the successors and assigns of
the parties hereto with the same effect as if mentioned in each instance where a
party is named or referred to; provided however, that (a) no violation of the
provisions of Article 8 shall operate to vest any rights in any successor or
assignee of Tenant and (b) the provisions of this Section 36.03 shall not be
construed as modifying the conditions of limitation contained in Article 25.

      36.04. Tenant shall look only to Landlord's estate and property in the
Land and the Building (or the proceeds thereof) for the satisfaction of Tenant's
remedies for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord in the event of any default by Landlord
hereunder, and no other property or assets of Landlord or its partners,
principals, members, officers or shareholders, 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 Landlord and Tenant hereunder or Tenant's use or occupancy of
the Premises, it being specifically agreed that no partner, principal, member
officer or shareholder of Landlord, disclosed or undisclosed, shall ever be
personally liable for any such claim or liability.

      36.05. Except as otherwise provided to the contrary, the obligations of
Tenant hereunder shall be in no wise affected, impaired or excused, nor shall
Landlord have any liability whatsoever to Tenant, because (a) Landlord is unable
to fulfill, or is delayed in fulfilling, any of its obligations under this lease
by reason of any Unavoidable Delay; or (b) of any failure or defect in the
supply, quantity or character of electricity, steam, gas or water furnished to
the Premises, caused by any requirement, act or omission of the public utility
or others who furnish the Building with electric energy, steam, gas or water.

                                     -123-
<PAGE>

      36.06. Tenant shall be given the non-exclusive right to use the loading
bays in the loading dock of the Building, in common with all other tenants,
unrestricted by non-commercial passenger vehicles..

      36.07. Whenever Tenant or Landlord is required, pursuant to the terms of
this lease, to reimburse the other for a non-recurring cost or expense, the
party seeking reimbursement shall, simultaneously with delivery of an invoice
therefor, provide the reimbursing with documentation reasonably supporting the
amount of any such cost or expense (except to the extent that such amount has
theretofore been agreed upon or otherwise established in accordance with the
terms of this lease).

      36.08. Upon the expiration or other termination of this lease neither
party shall have any further obligation or liability to the other except as
otherwise expressly provided in this lease and except for such obligations as by
their nature or under the circumstances can only be, or by the provisions of
this lease, may be, performed after such expiration or other termination; and,
in any event, unless otherwise expressly provided in this lease, any liability
for a payment (including, without limitation, Additional Charges under Article
3) which shall have accrued to or with respect to any period ending at the time
of expiration or other termination of this lease shall survive the expiration or
other termination of this lease.

      36.09. Tenant shall not, without the prior written consent of the holders
of the Superior Mortgages, pay any installment(s) of any of the Rents or
Additional Charges more than one month in advance of the due date thereof,
except as may be required pursuant to the provisions hereof.

      36.10. If Tenant shall request Landlord's consent and Landlord shall fail
or refuse to give such consent, Tenant shall not be entitled to any damages for
any withholding by Landlord of its consent unless it is determined, in an action
commenced by Tenant against Landlord in the Supreme Court of the State of New
York for damages caused by such unreasonable withholding or delay of consent or
approval, that Landlord arbitrarily and capriciously withheld such consent or
approval in bad faith, it being agreed that such remedy shall be available only
in those cases where Landlord has expressly agreed in writing not to
unreasonably withhold its consent or where as a matter of law Landlord may not
unreasonably withhold its consent.

      36.11. If any Superior Mortgagee shall require any modification(s) of this
lease, Tenant shall, at Landlord's request, promptly execute and deliver to
Landlord such instruments effecting such modification(s) as Landlord shall
reasonably require, provided that any such modification(s) (a) does not diminish
any services or adversely affect in any material respect any of Tenant's other
rights under this lease, (b) does not increase any of Tenant's monetary
obligations under this lease or otherwise increase any of Tenant's other
obligations under this lease, and (c) does not shorten the term of this lease.

      36.12. If an excavation shall be made upon land adjacent to or under the
Building, or shall be authorized to be made, Tenant shall afford to the person
causing or authorized to cause such excavation, license to enter the Premises

                                     -124-
<PAGE>

for the purpose of performing such work as said person shall deem necessary or
desirable to preserve and protect the Building from injury or damage and to
support the same by proper foundations, without any claim for damages or
liability against Landlord and without reducing or otherwise affecting Tenant's
obligations under this lease.

      36.13. Tenant agrees that if the exercise of its rights pursuant to the
provisions of Article 12 or of any other provisions of this lease or the
Exhibits hereto shall be done in a manner which shall create any work stoppage,
picketing, labor disruption or dispute, Tenant shall forthwith cease such
activity upon demand of Landlord.

      36.14. Intentionally omitted.

      36.15. Intentionally omitted.

      36.16. If any sales or other tax is payable with respect to any cleaning
or other services which Tenant obtains or contracts for directly from any third
party or parties, Tenant shall file any required tax returns and shall pay any
such tax, and Tenant shall indemnify and hold Landlord harmless from and against
any loss, damage or liability suffered or incurred by Landlord on account
thereof.

      36.17. (a) Landlord shall, by notice given to Tenant, designate a building
manager (the "Building Manager"). Following such designation, any notice to be
given by Tenant under this lease which need not be in writing shall be effective
only if given to the Building Manager or his representative. Landlord may, by
notice to Tenant at any time, change its designation of the Building Manager.

            (b) Tenant may, by notice given to Landlord, designate an office
services manager and/or one or more assistant office services managers.
Following such designation, any notice to be given by Landlord under this lease
which need not be in writing shall be effective only if given to the office
services manager or an assistant office services manager. Tenant may, by notice
to Landlord at any time, change its designation of office services manager or
assistant office services manager.

      36.18. In the event that any Fixed Rent or Additional Charges, or any
installment(s) thereof, are not paid (a) if a due date is specified therefor in
this lease, on such due date, or (b) if no due date therefor is specified in
this lease, but a number of days is expressly provided within which the item in
question shall be paid, within such number of days, or (c) if no due date or
number of days for payment is set forth in the lease with respect to the item in
question, within thirty (30) days after the date upon which demand therefor is
made, then a late charge on the sums so overdue at a rate equal to two
percentage points per annum over the Prime Rate, in each case for the period
from the day following the date or expiration of the period referred to in
clause (a), (b) or (c) (whichever is applicable) to the date of actual payment,
shall become due and payable to Landlord as liquidated damages for the

                                     -125-
<PAGE>

administrative costs and expenses incurred by Landlord by reason of Tenant's
failure to make prompt payment and such late charges shall be payable by Tenant,
on demand. No failure by Landlord to insist upon the strict performance by
Tenant of its obligations to pay late charges shall constitute a waiver by
Landlord of its right to enforce the provisions of this Section 36.19 in any
instance thereafter occurring. The provisions of this Section 36.19 shall not be
construed in any way to extend the grace periods or notice periods provided for
in Article 25, and the provisions of this Section 36.19 shall not limit, reduce
or adversely affect any of Landlord's rights and remedies set forth in Articles
25, 26 and 27 of this lease.

      36.19.      Intentionally Omitted.

      36.20. Irrespective of the place of execution or performance, this lease
shall be governed by and construed in accordance with the laws of the State of
New York. If any provision of this lease or the application thereof to any
person or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this lease and the application of that provision
to other persons or circumstances shall not be affected but rather shall be
enforced to the extent permitted by law. The table of contents, captions,
headings and titles in this lease are solely for convenience of reference and
shall not affect its interpretation. This lease shall be construed without
regard to any presumption or other rule requiring construction against the party
causing this lease to be drafted. Each covenant, agreement, obligation or other
provision of this lease on Tenant's part to be performed, shall be deemed and
construed as a separate and independent covenant of Tenant, not dependent on any
other provision of this lease. All terms and words used in this lease,
regardless of the number or gender in which they are used, shall be deemed to
include any other number and any other gender as the context may require.

      36.21. Except in the case of a casualty or Legal Requirement or other
emergency, Tenant will have access to the Premises 24 hours per day, 7 days per
week.

                                   ARTICLE 37

                                    Holdover
                                    --------

      37.01. (a) In the event this lease is not renewed or extended or a new
lease is not entered into between the parties, and if Tenant shall then hold
over after the expiration of the term of this lease, and if Landlord shall then
not proceed to remove Tenant from the Premises in the manner permitted by law
(or shall not have given written notice to Tenant that Tenant must vacate the
Premises) irrespective of whether or not Landlord accepts rent from Tenant for a
period beyond the Expiration Date, the parties hereby agree that Tenant's
occupancy of the Premises after the expiration of the term shall be under a
month-to-month tenancy commencing on the first day after the expiration of the
term, which tenancy shall be upon all of the terms set forth in this Lease
except for Article 3 and except that Tenant shall pay on the first day of each
month of the holdover period as Fixed Rent, an amount equal to the product
obtained by multiplying (x) the greater of (i) one-twelfth of the sum of the
Fixed Rent and Additional Charges under Article 3 payable by Tenant during the
last year of the term of this lease (i.e., the year immediately prior to the

                                     -126-
<PAGE>

holdover period) or (ii) an amount equal to the then market rental value for the
Premises, taking into account all relevant factors, by (y) one hundred
twenty-five (125%) percent for the first three months of such month-to-month
tenancy, one hundred fifty (150%) percent for the next three months of such
month-to-month tenancy, and two hundred (200%) percent thereafter.

                  Tenant may dispute such market rental value for the Premises
as estimated by Landlord by giving notice to Landlord within but in no event
after thirty (30) days after the giving of Landlord's notice to Tenant (as to
the giving of which notice to Landlord, time shall be deemed of the essence).
Enclosed with such notice, Tenant shall be required to furnish to Landlord a
certified opinion of a reputable New York licensed real estate broker having
leasing experience in the Borough of Manhattan, for a period of not less than
ten (10) years setting forth said broker's good faith opinion of the market
rental value of the Premises. If Tenant and Landlord are unable to resolve any
such dispute as to the market rental value for the Premises then an independent
arbitrator who shall be a real estate broker of similar qualifications and shall
be selected from a listing of not less than three (3) brokers furnished by the
Manhattan office of the American Arbitration Association to Tenant and Landlord
(at the request of either Landlord or Tenant). If Landlord and Tenant are unable
to agree upon the selection of the individual arbitrator from such listing, then
the first arbitrator so listed by the Manhattan office of the American
Arbitration Association shall be conclusively presumed to have been selected by
both Landlord and Tenant and the decision of such arbitrator shall be conclusive
and binding upon the parties as to the market rental value for the Premises.
Pending the determination of the market rental value of the Premises upon the
expiration of the term of this lease, Tenant shall pay to Landlord as Fixed Rent
an amount computed in accordance with clause (i) or (ii) of this Section
37.01(a)1. (as Landlord shall then elect), and upon determination of the market
rental value of the Premises in accordance with the preceding provisions hereof
appropriate adjustments and payments shall be effected. In the event that
Landlord shall have elected to charge Tenant Fixed Rent in an amount computed in
accordance with clause (ii) of this Section 37.01(a)1., then that portion of
such Fixed Rent (herein called the "Holdover Stub Amount") that is the
difference between (x) the Fixed Rent computed in accordance with clause (ii) of
this Section 37.01(a)1. and (y) the greater of (1) the Fixed Rent computed in
accordance with clause (i) of this Section 37.01(a)1. and (2) the Fixed Rent
computed in accordance with the certified opinion of a reputable New York
licensed real estate broker submitted by Tenant in accordance with the
foregoing, shall be held in escrow by a reputable law firm designated by
Landlord pending the determination of the market rental value of the Premises in
accordance with the preceding provisions hereof, and any interest earned on such
Holdover Stub Amount shall be added to and follow that portion of the Holdover
Stub Amount that is paid to Landlord and/or Tenant in accordance with the
decision of the arbitrator making such determination. Further, Landlord shall
not be required to perform any work, furnish any materials or make any repairs
within the Premises during the holdover period.

                  If Tenant shall hold-over or remain in possession of any
portion of the Premises beyond the Expiration Date, Tenant shall be subject to
holdover or summary eviction proceedings and, it is further stipulated and
agreed that if Landlord shall, at any time after the expiration of the original

                                     -127-
<PAGE>

term or after the expiration of any term created thereafter, proceed to remove
Tenant from the Premises as a holdover, the charge for use and occupancy of the
Premises during any holdover period shall be calculated in the same manner as
set forth above.

            (b) Notwithstanding anything to the contrary contained in this
lease, the acceptance of any rent paid by Tenant pursuant to Section 37.01(a)
above shall not preclude Landlord from commencing and prosecuting a holdover or
summary eviction proceeding, and the preceding sentence shall be deemed to be an
"agreement expressly providing otherwise" within the meaning of Section 223-c of
the Real Property Law of the State of New York.

            (c) Except for amounts due under Section 37.01(a), Tenant shall have
no liability for any damages or otherwise on account of Tenant's holding over or
retaining possession beyond the expiration or sooner termination of this lease
(including damages arising out of any new leases or lost opportunities by
Landlord to re-let the Premises); provided, however, that if Landlord shall

                  (i)   enter into one or more leases for all or any portion of
                        the Premises which either (A) is for a term that is
                        scheduled to commence within six (6) months after the
                        Expiration Date of this lease (or within six (6) months
                        after the giving to Tenant of a Qualifying Lease Notice,
                        as such term is hereinafter defined, if such lease(s) is
                        entered into by Landlord after the Expiration Date) or
                        (B) is for a term that is scheduled to commence within
                        twelve (12) months after the Expiration Date of this
                        lease (or within twelve (12) months after the giving to
                        Tenant of a Qualifying Lease Notice, if such lease(s) is
                        entered into by Landlord after the Expiration Date) and
                        which requires Landlord to perform any demolition,
                        tenant improvement work or any other work as a
                        precondition to the commencement of such term (any such
                        lease is herein called a "Qualifying Lease"), and

                  (ii)  give Tenant written notice thereof (the "Qualifying
                        Lease Notice") (which Qualifying Lease Notice may be
                        given at any time prior to or following the Expiration
                        Date and shall describe the premises leased pursuant to
                        such Qualifying Lease,

then the limitations on Tenant's liability contained in this Section 37.01(c)
shall not be applicable to any damage sustained by Landlord by reason of
Tenant's holding over in all or any portion of the premises covered by such
Qualifying Lease beyond the 120th day following the later of (i) the Expiration
Date or (ii) the date on which Landlord shall have given such Qualifying Lease
Notice to Tenant. If and to the extent that Landlord is entitled to recover
damages from Tenant as aforesaid, the same may be the subject of a separate
action and need not be asserted by Landlord in any summary proceedings against
Tenant.

                                     -128-
<PAGE>

                                   ARTICLE 38

                                   Definitions
                                   -----------

      38.01. For the purposes of this lease, each of the following terms shall
have the meaning given such term in the Section of this lease indicated:

      "Aetna Mortgage" shall mean a certain Consolidation and Extension
      Agreement dated September 28, 1983 made with and currently held by Aetna
      Life Insurance Company ("Aetna") constituting a lien in the principal
      amount of $220,000,000.00 upon the fee, leasehold interest and grant of
      term in and to the Land and Building, which Consolidated Mortgage was
      recorded on October 4, 1983 in the City Register's office in the County of
      New York in Reel 723, Page 922, which Consolidated Mortgage was severed by
      a certain Severance Agreement ("Severance Agreement") dated September 7,
      1989 between Aetna and Landlord, which Severance Agreement was recorded on
      September 7, 1989 in said Register's office in Reel 1617, Page 1000, and
      as further modified to date, so that the current principal amount secured
      by the Consolidated Mortgage is approximately $204,128,377.40.

      "Affiliate" of Landlord, Tenant or any other person shall mean (i) any
      corporation which, directly or indirectly, controls, is controlled by or
      is under common control with such person or any subsidiary of such
      corporation which such corporation controls, and (ii) any joint venture,
      partnership or similar entity controlled by such person.

      "and/or" when applied to two or more matters or things shall be construed
      to apply to any one or more or all thereof as the circumstances warrant at
      the time in question.

      "Consumer Price Index" shall mean the Consumer Price Index for all Urban
      Consumers published by the Bureau of Labor Statistics of the United States
      Department of Labor, New York, N.Y., Northeastern N.J. Area, All Items
      (1982-1984 = 100), or any successor index thereto, appropriately adjusted;
      provided that if there shall be no successor index and the parties shall
      fail to agree upon a substitute index within thirty (30) days, or if the
      parties shall fail to agree upon the appropriate adjustment of such
      successor or substitute index within thirty (30) days, a substitute index
      or the appropriate adjustment of successor or substitute index, as the
      case may be, shall be determined by arbitration pursuant to Article 34
      hereof.

      "herein," "hereof" and "hereunder," and words of similar import, shall be
      construed to refer to this lease as a whole, and not to any particular
      Article or Section, unless expressly so stated.

      "Landlord" shall mean only the owner at the time in question of a lease of
      the Building or that portion of the Building of which the Premises are a
      part, so that in the event of any transfer or transfers of Landlord's
      interest in a lease of the Building or such portion of the Building (other

                                     -129-
<PAGE>

      than an assignment of such interest as additional collateral for a
      Superior Mortgage), the transferor shall be and hereby is relieved and
      freed of all obligations of Landlord under this lease accruing after such
      transfer, and it shall be deemed, without further agreement, that such
      transferee has assumed and agreed to perform and observe all obligations
      of Landlord herein during the period it is the holder of Landlord's
      interest under this lease.

      "laws or requirements of any public authorities" and words of similar
      import shall mean laws and ordinances of any or all of the Federal, state,
      city, town, county, borough and village governments and rules,
      regulations, orders and directives of any and all departments,
      subdivisions, bureaus, agencies or offices thereof, and of any other
      governmental, public or quasi-public authorities having jurisdiction over
      the Building and/or the Premises, and the direction of any public officer
      pursuant to law, whether now or hereafter in force.

      "Long Lead Work" shall have the meaning provided in Exhibit M.

      "Merrill Lynch Mortgage" shall mean that certain Consolidated and Restated
      Fee and Leasehold Mortgage Agreement dated as of November 21, 1996,
      between Landlord and The Dai-Ichi Kangyo Bank, Limited, New York Branch
      ("DKB") in the original principal sum of $89,000,000, which has been
      assigned by DKB to Merrill Lynch ("Merrill Lynch").

      "mortgage" shall include a mortgage and/or a deed of trust, and the term
      "holder of a mortgage" or "mortgagee" or words of similar import shall
      include a mortgagee of a mortgage or a beneficiary of a deed of trust.

      "out-of-pocket-costs" or "out-of-pocket expenses" shall mean the actual,
      commercially reasonable out of pocket costs or expenses, as the case may
      be, paid by a party to a third party.

      "person" shall mean any natural person or persons, a partnership, a
      corporation, and any other form of business or legal association or
      entity.

      "Prime Rate" shall mean the so-called annual "Base Rate" of interest
      established and approved by Citibank, N.A., New York, New York (or any
      successor thereto by merger, acquisition or corporate reorganization),
      from time to time, as published in the Wall Street Journal (or any
      successor publication), as its interest rate charged for unsecured loans
      to its corporate customers, but in no event greater than the highest
      lawful rate from time to time in effect.. Any interest payable under this
      lease with reference to the Prime Rate shall be adjusted on a daily basis,
      based upon the Prime Rate in effect at the time in question, and shall be
      calculated on the basis of a 360-day year with 12 months of 30 days each.
      In the event that Citibank, N.A., New York, New York (or any successor
      thereto by merger, acquisition or corporate reorganization) shall cease to

                                     -130-
<PAGE>

      exist, or shall cease to announce a "Prime Rate" or "Base Rate", Landlord
      and Tenant shall mutually agree on a successor banking institution which
      announces a "Prime Rate" or "Base Rate". In the event that the Wall Street
      Journal (or any successor publication) shall cease to exist, or shall
      cease to announce the "Prime Rate" or "Base Rate", Landlord and Tenant
      shall mutually agree on a successor publication for such purpose.

      "rentable area" and "rentable square feet" shall mean, with respect to the
      Premises, the rentable square footages specified on Exhibit C, which is
      the usable area of such space divided by 0.77.

      "requirements of insurance bodies" and words of similar import shall mean
      rules, regulations, orders and other requirements of the New York Board of
      Underwriters and/or the New York Fire Insurance Rating Organization and/or
      any other similar body performing the same or similar functions and having
      jurisdiction or cognizance over the Building and/or the Premises, whether
      now or hereafter in force.

      "Tenant" shall mean the Tenant herein named or any assignee or other
      successor in interest (immediate or remote) of the Tenant herein named,
      which at the time in question is the owner of the Tenant's estate and
      interest granted by this lease; but the foregoing provisions of this
      subsection shall not be construed to permit any assignment of this lease
      or to relieve the Tenant herein named or any assignee or other successor
      in interest (whether immediate or remote) of the Tenant herein named from
      the full and prompt payment, performance and observance of the covenants,
      obligations and conditions to be paid, performed and observed by Tenant
      under this lease.

      "term of this lease" shall mean the original term of this lease from the
      Commencement Date to the Expiration Date and any Extended Term as to which
      Tenant has effectively exercised its right of extension.

      "Unavoidable Delays" shall mean any delays resulting from any acts of God,
      governmental restrictions or preemption or priorities or other controls in
      connection with a national or other public emergency, act of public enemy,
      riot, civil commotion, storms, fire, floods, earthquakes, strikes,
      lockouts, shortages of fuel, supplies or labor resulting therefrom, and
      any other similar matter which shall be beyond the reasonable control of
      Tenant or Landlord, the case may be; but the lack or insufficiency of
      funds shall not constitute an Unavoidable Delay.

      "usable area" shall mean with respect to any space in the Building, the
      area of such space, measured from the interior side of all window glass,
      excluding elevator shafts, stairwells, electric and telephone closets, any
      other common elements of the Building serving other tenants of the
      Building, vertical heating, ventilating and air-conditioning shafts
      connected to the central heating, ventilating and air-conditioning system
      of the Building (other than shafts for heating, ventilating or

                                     -131-
<PAGE>

      air-conditioning equipment servicing the Premises only), and their
      enclosing walls, but including columns and any other structures not
      expressly excluded.

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

                     LANDLORD:
                                 WFP 245 PARK CO. L.P.

                                 By:  WFP 245 PARK CO. G.P. Corp., its
                                       general partner


                                       By: /s/ Jeremiah B. Larkin
                                           -----------------------------
                                           Name:  Jeremiah B. Larkin
                                           Title: Senior Vice President

                     TENANT:

                                 THE BEAR STEARNS COMPANIES INC.


                                       By: /s/ Samuel L. Molinaro Jr.
                                           ------------------------------
                                           Name:  Samuel L. Molinaro Jr.
                                           Title: Chief Financial Officer

                                 Tenant's Federal Identification Number:

                                 ________________________________________



                                     -132-
<PAGE>




                                    LANDLORD

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

      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public





                                     TENANT

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

      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public





                                     -133-
<PAGE>


                                    EXHIBIT A

                               Description of Land
                               -------------------


EXHIBIT A - DESCRIPTION OF LAND - attached to and forming a part of the lease
between WFP 245 Park Co. L.P., Landlord and The Bear Stearns Companies Inc.,
Tenant.

The Land is described as follows:

ALL that certain plot, piece or parcel of land, situate, lying and being in the
Borough of Manhattan, City, County and State of New York, bounded and described
as follows:

BEGINNING at the corner formed by the intersection of the Northerly side of East
46th Street with the Westerly side of Lexington Avenue, running thence Northerly
along said Westerly side of Lexington Avenue 200 feet 10 inches to its
intersection with the Southerly side of East 47th Street, thence Westerly along
said Southerly side of East 47th Street 405 feet to its intersection with the
Easterly side of Park Avenue, thence Southerly along said Easterly side of Park
Avenue 200 feet 10 inches to its intersection with said Northerly side of East
46th Street, thence Easterly along said Northerly side of East 46th Street 405
feet to the corner aforesaid, at the point or place of BEGINNING.

Excepting from that portion of the above described premises comprising the
Easterly Parcel thereof, all those portions thereof lying below the fireproofing
on the underside of the transverse building girders supporting the present
building constructed upon the Easterly Parcel, elevations of which are indicated
on plot plan, entitled "Plot Plan No. 1 Showing Limits and Planes", dated
February 15, 1963, and identified by the signature of C.E. Defendorf, Chief
Engineer of the New York Central Railroad Company.

Excepting from that portion of the above described premises comprising the
Westerly Parcel thereof:

            (a) All that portion thereof lying below an inclined plane drawn
from elevation 53.47 feet at the Southerly line of 47th Street to elevation
52.63 feet at the Northerly line of 46th Street, and intersecting the Northerly,
Southerly, Easterly and Westerly bounds of all that portion of the Westerly
Parcel bounded and described as follows:

            BEGINNING at the corner formed by the intersection of the Northerly
line of 46th Street with the Easterly line of Park Avenue, and running thence
Northerly along the Easterly line of Park Avenue 200 feet and 10 inches to the
Southerly line of 47th Street, thence Easterly along the Southerly line of 47th
Street 75 feet 3 inches, thence Southerly parallel with the Easterly line of
Park Avenue 200 feet 10 inches to the Northerly line of 46th Street, and thence
Westerly along the Northerly line of 46th Street 75 feet 3 inches to the point
or place of BEGINNING.


                                      A-1
<PAGE>

            (b) All that portion thereof lying below an inclined plane drawn
from elevation 51.45 feet at the Southerly line of 47th Street to elevation
52.29 feet at the Northerly line of 46th Street, and intersecting the Northerly,
Southerly, Easterly and Westerly bounds of all that portion of the Westerly
Parcel, bounded described as follows:

            BEGINNING at a point in the Northerly line of 46th Street distant 75
feet 3 inches Easterly measured along the Northerly line of 46th Street from the
Easterly line of Park Avenue, and running thence Northerly parallel with the
Easterly line of Park Avenue 200 feet 10 inches to the Southerly line of 47th
Street, thence Easterly along the Southerly line of 47th Street 41 feet 7
inches, thence Southerly parallel with the Easterly line of Park Avenue 200 feet
10 inches to the Northerly line of 46th Street, thence Westerly along the
Northerly line of 46th Street 41 feet 7 inches to the point or place of
BEGINNING.

            (c) All that portion thereof lying below an inclined plane drawn
from elevation 49.70 feet at the Southerly line of 47th Street to elevation
50.51 feet at the Northerly line of 46th Street and intersecting the Northerly,
Southerly, Easterly and Westerly bounds of all that portion of the Westerly
Parcel, bounded and described as follows:

            BEGINNING at a point in the Northerly line of 46th Street, distant
116 feet 10 inches Easterly measures along the Northerly line of 46th Street
from the Easterly line of Park Avenue, and running thence Northerly parallel
with the Easterly line of Park Avenue 200 feet 10 inches to the Southerly line
of 47th Street, thence Easterly along the Southerly line of 47th Street 13 feet
2 inches, thence Southerly parallel with the Easterly line of Park Avenue 200
feet 10 inches to the Northerly line of 46th Street, and thence Westerly along
the Northerly line of 46th Street 13 feet 2 inches to the point or place of
Beginning; the expected portions of the Westerly Parcel are shown on the plot
plan entitled "Plot Plan No. 1 Showing Limits and Planes", dated February 15,
1963, and identified by the signature of C.E. Defendorf, Chief Engineer of The
New York Central Railroad Company. The elevations above referred to have
reference to the datum plan of The New York Central Railroad Company, which
takes for its elevation 0 feet 0 inches mean high water mark of the East River,
at the foot of East 26th Street.







                                      A-2
<PAGE>


                                    EXHIBIT B

                             Floor Plans of Premises

                                 [SEE ATTACHED]





                                      B-1
<PAGE>


                                    EXHIBIT C
                                    ---------

                      Rentable and Usable Areas of Premises
                      -------------------------------------


                                                       Rentable
                  Floor           Usable Area         Square Feet
                  -----           -----------         -----------

                  15th              26,225             34,058
                  16th              26,086             33,878
                  17th              26,795             34,799
                  18th              26,679             34,648
                  19th              27,043             35,121
                  20th              27,043             35,121



                                      C-1
<PAGE>





                                   EXHIBIT D-1

                   Form of Aetna Non-Disturbance Agreement
                   ---------------------------------------

           SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      THIS AGREEMENT, dated the day of      , 2000 between AETNA LIFE INSURANCE
COMPANY (hereinafter called "Mortgagee") and THE BEAR STEARNS COMPANIES, INC., a
Delaware corporation, having an office at 245 Park Avenue, New York, New York
10067 (hereinafter called "Tenant").

                              W I T N E S S E T H:

      (a)   Tenant has entered  into a certain  lease dated as of November 20,
2000 with WFP 245 PARK CO. L.P.,  hereinafter called "Landlord" (such lease is
hereinafter  referred to as the "lease" or the "Lease"),  covering premises in
a certain  building  known as 245 Park  Avenue and  located  in New York,  New
York; and

      (b) Mortgagee has made a mortgage loan in the principal amount of
$204,128,377.40 (hereinafter called the "Mortgage") to the Landlord and the
parties desire to set forth their agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) by each party in hand paid to the other, the receipt of which is
hereby acknowledged, it is hereby agreed as follows:

      1. Subject to the terms and conditions hereof, said lease is and shall be
subject and subordinate to the lien of the Mortgage insofar as it affects the
real property of which the demised premises form a part, and to all renewals,
modifications, consolidations, replacements and extensions thereof, to the full
extent of the principal sum secured thereby and interest thereon.

      2. Tenant agrees that after notice is given to Tenant by Mortgagee, it
will attorn to and recognize any purchaser at a foreclosure sale under the
Mortgage, any transferee who acquires the demised premises by deed in lieu of
foreclosure, and the successors and assigns of such purchasers, as its Landlord
for the unexpired balance (and any extensions, if exercised) of the term of said
lease upon the same terms and conditions set forth in said lease and this
agreement.

      3. In the event that it should become necessary to foreclose the Mortgage,
Mortgagee thereunder will not terminate said lease nor join Tenant in summary or
foreclosure proceedings, nor disturb the possession of Tenant, nor diminish or

                                     D-1-1
<PAGE>

interfere with Tenant's rights and privileges under the lease or any extensions
or renewals thereof entered into pursuant to the terms of the lease or with
Mortgagee's consent, so long as Tenant is not in default, after any applicable
notice and grace period, under any of the terms, covenants, or conditions of
said lease.

      4. In the event that Mortgagee shall succeed to the interest of Landlord
under such lease, so long as Tenant is not in default, after any applicable
notice and grace period, under any of the terms, covenants, or conditions of
said lease, Mortgagee shall not disturb the possession of Tenant and shall be
bound by all of Landlord's obligations under the Lease accruing from and after
such date of succession (hereinafter called the "Succession Date"), other than
such obligations as are not applicable or pertinent to the remainder of the term
of the Lease; provided that Mortgagee shall not be

            (a) liable for any act or omission of any prior landlord (including
Landlord), except to the extent that (1) such act or omission constitutes a
default by Landlord or any other prior landlord under the Lease and continues
after the Succession Date, (2) Mortgagee receives notice thereof in accordance
with Paragraph 5 hereof and (3) Mortgagee's liability is limited to the effects
of the continuation of such act or omission after the Succession Date and shall
not include any liability of any prior landlord (including Landlord) which
accrued prior to the Succession Date; or

            (b)   liable for the return of any security deposit; or

            (c) subject to any offsets or defenses which Tenant might have
against any prior landlord (including Landlord) except to the extent (1) that
such offsets or defenses accrue in accordance with the terms of the Lease from
and after the Succession Date or (2) the basis for such offsets or defenses
continue to exist from and after the Succession Date; provided that (x)
Mortgagee receives notice thereof in accordance with the Lease and (y)
Mortgagee's liability is limited to the effects of the continuation of such
offsets or defenses after the Succession Date and shall not include any
liability of any prior landlord (including Landlord) which accrued prior to the
Succession Date; or

            (d) bound by any rent or additional rent which Tenant might have
paid for more than the current month to any prior landlord (including Landlord);
or

            (e) bound by any amendment or modification of the lease made without
its consent, other than an amendment or modification entered into to confirm the
exercise of a specific right or option under the Lease in accordance with all of
the material terms of the Lease governing the exercise of such specific right or
option.

            5. Tenant agrees to give any Mortgagees and/or Trust Deed Holders,
by Registered Mail, a copy of any Notice of Default served upon the Landlord,
provided that prior to such notice Tenant has been notified, in writing (by way
of Notice of Assignment of Rents and Leases, or otherwise), of the address of
such Mortgagees and/or Trust Deed Holders. Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for in

                                     D-1-2
<PAGE>

the lease, then the Mortgagees and/or Trust Deed Holders shall have an
additional sixty (60) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
if within such sixty (60) days, any Mortgagee and/or Trust Deed Holder has
commenced and is diligently pursuing the remedies necessary to cure such default
(including, but not limited to, commencement of foreclosure proceedings, if
necessary to effect such cure; provided, however, that if such Mortgagee and/or
Trust Deed Holder shall not have been able to effect such cure by reason of such
Mortgagee and/or Trust Deed Holder not having had the right or ability to enter
upon the mortgaged premises, in no event shall such additional time to cure be
extended by more than an additional ninety (90) days in order to allow such
Mortgagee and/or Trust Deed Holder to obtain the right or ability to enter upon
the mortgaged premises to effect such cure) in which event the lease shall not
be terminated while such remedies are being so diligently pursued.

            6. Mortgagee hereby consents to the Lease and, subject to the
provisions of Paragraph 4(e) hereof, all of the terms and conditions thereof,
and the terms of the Mortgage shall not affect such terms and conditions of the
Lease, including without limitation, the specific provisions of the Lease
governing assignments, subletting, alterations, repairs, contesting requirements
of law, extending the term of the Lease and expanding the premises demised by
the Lease to include certain portions of the Building that may become available
for leasing from time to time, as all such provisions are more particularly set
forth in the Lease.

            7. Any notice, statement, demand, consent, approval, advice or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this Agreement or pursuant to any applicable law
or requirement of public authority (collectively, "communications") shall be in
writing (except as specifically otherwise provided elsewhere in this Agreement)
and shall be deemed to have been properly given, rendered or made only if sent
by personal delivery, registered or certified mail (return receipt requested,
posted in a United States post office station or letter box in the continental
United States), or nationally recognized overnight courier, addressed as
follows:

                  If to Mortgagee:

                  Aetna Life Insurance Company
                  151 Farmingham Avenue RT11
                  Hartford, Connecticut  06156
                  Attn: Real Estate Investments

                  and with a copy to:

                  Bingham Dana LLP
                  One State Street
                  Hartford, Connecticut  06103
                  Attn: R. Jeffrey Smith, Esq.


                                     D-1-3
<PAGE>

                  and if to Tenant:

                  The Bear Stearns Companies Inc.
                  245 Park Avenue
                  New York, New York  10167
                  Attn: James Lang

                  and with copies to:

                  The Bear Stearns Companies Inc.
                  Legal Department
                  245 Park Avenue
                  New York, NY 10167
                  Attn:  James E. Raved, Esq.

                  and

                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY  10038
                  Attn:  Jacob Bart, Esq.

All such communications shall be deemed to have been given, rendered or made
when delivered and receipted by the party to whom addressed (or the date that
such receipt is refused, if applicable). Either party may, by notice as
aforesaid, designate a different address or addresses for communications
intended for it.

      8. The liability of Mortgagee for the performance of any obligation of
Landlord under the Lease shall be limited to Mortgagee's interest in the demised
premises, and Tenant hereby agrees that any judgment it may obtain against
Mortgagee as a result of Mortgagee's failure, as Landlord, to perform any of
Landlord's obligations under the Lease shall be enforceable solely against
Mortgagee's interest in the demised premises.

      9. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their successors and assigns.

      10. This Agreement may be executed in any number of counterparts, each of
which shall, when executed, be deemed to be an original and all of which shall
be deemed to be one and the same instrument. In addition, the parties may
execute separate signature pages, and such signature pages (and/or signature
pages which have been detached from one or more duplicate original copies of
this Agreement) may be combined and attached to one or more copies of this
Agreement so that such copies shall contain the signatures of all of the parties
hereto.


                                     D-1-4

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed these presents the
day and year first above written.

                                    MORTGAGEE:
                                    AETNA LIFE INSURANCE COMPANY

                                    By:  ___________________________


                                    Its:  ____________________________

                                     TENANT:

                                    THE BEAR STEARNS COMPANIES INC.

                                    By:  ___________________________
                                          Name:
                                          Title:






                                     D-1-5

<PAGE>




                                    MORTGAGEE

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

      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public






                                     TENANT

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


      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public




                                     D-1-6

<PAGE>

                                 EXHIBIT D-2

               Form of Merrill Lynch Non-Disturbance Agreement
               -----------------------------------------------

           SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
           -------------------------------------------------------

      THIS AGREEMENT, dated the day of November, 2000, between MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED (hereinafter called "Mortgagee") and THE
BEAR STEARNS COMPANIES INC., a Delaware corporation, having an office at 245
Park Avenue, New York, New York 10067 (hereinafter called "Tenant").

                              W I T N E S S E T H:
                              --------------------

      (a)   Tenant has entered  into a certain  lease dated  November 20, 2000
with WFP 245 PARK CO.  L.P.,  hereinafter  called  "Landlord"  (such  lease is
hereinafter  referred to as the "lease" or the "Lease"),  covering premises in
a certain  building  known as 245 Park  Avenue and  located  in New York,  New
York; and

      (b) Mortgagee is the owner and holder of certain mortgages (hereinafter
collectively called the "Mortgage") encumbering the real property of which the
demised premises forms a part, and the parties desire to set forth their
agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) by each party in hand paid to the other, the receipt of which is
hereby acknowledged, it is hereby agreed as follows:

      1. Subject to the terms and conditions hereof, said lease is and shall be
subject and subordinate to the lien of the Mortgage insofar as it affects the
real property of which the demised premises form a part, and to all renewals,
modifications, consolidations, replacements and extensions thereof, to the full
extent of the principal sum secured thereby and interest thereon.

      2. Tenant agrees that after notice is given to Tenant, it will attorn to
and recognize any purchaser at a foreclosure sale under the Mortgage, any
transferee who acquires the demised premises by deed in lieu of foreclosure, and
the successors and assigns of such purchasers, as its Landlord for the unexpired
balance (and any extensions, if exercised) of the term of said lease upon the
same terms and conditions set forth in said lease and this agreement. The
provisions of this paragraph 2 shall be self-operative and no further instrument
of subordination and non-disturbance shall be required.

                                     D-2-1
<PAGE>

      3. In the event that it should become necessary to foreclose the Mortgage,
Mortgagee thereunder will not terminate said lease nor join Tenant in summary or
foreclosure proceedings, nor disturb the possession of Tenant, nor diminish or
interfere with Tenant's rights and privileges under the lease or any extensions
or renewals of the lease entered into pursuant to the lease or consented to by
Mortgagee, as applicable, so long as Tenant is not in default, after any
applicable notice and grace period, under any of the terms, covenants, or
conditions of said lease.

      4. In the event that Mortgagee shall succeed to the interest of Landlord
under such lease, so long as Tenant is not in default, after any applicable
notice and grace period, under any of the terms, covenants, or conditions of the
Lease, Mortgagee shall be bound by all of Landlord's obligations under the Lease
accruing from and after such date of succession (hereinafter called the
"Succession Date"), other than such obligations as are not applicable or
pertinent to the remainder of the term of the Lease; provided that Mortgagee
shall not be

            (a) liable for any act or omission of any prior landlord (including
Landlord), except to the extent that (1) such act or omission continues after
the Succession Date, (2) Mortgagee receives notice thereof in accordance with
this Agreement and Mortgagee fails to cure same within any applicable notice or
grace period and (3) Mortgagee's liability is limited to the effects of the
continuation of such act or omission from and after the Succession Date and
shall not include any liability of any prior landlord (including Landlord) which
accrued prior to the Succession Date; or

            (b)   liable for the return of any security deposit; or

            (c) subject to any offsets or defenses which Tenant might have
against any prior landlord (including Landlord) except to the extent (1) that
such offsets or defenses accrue from and after the Succession Date in accordance
with the terms of the Lease or (2) the basis for such offsets or defenses
continue to exist from and after the Succession Date; provided that in either
case Mortgagee receives notice thereof in accordance with Paragraph 5 hereof and
in all events Mortgagee shall not be subject to any offsets or defenses or the
effects thereof which accrued prior to the Succession Date and before Mortgagee
has received notice and opportunity to cure in accordance with paragraph 5
hereof; or

            (d) bound by any rent or additional rent which Tenant might have
paid for more than the current month to any prior landlord (including Landlord);
or

            (e) bound by any amendment or modification of the lease made without
its consent, other than an amendment or modification entered into to confirm the
exercise of a specific right or option under the Lease in accordance with all of
the material terms of the Lease governing the exercise of such specific right or
option.

      5. Tenant agrees to give any Mortgagees and/or Trust Deed Holders, by
Registered Mail, a copy of any notice of default served upon the Landlord by

                                     D-2-2

<PAGE>


Tenant with respect to a default which would entitle Tenant to terminate the
Lease, receive a rent abatement or an offset or credit against rent, exercise a
right of self-help or otherwise with respect to which Mortgagee may be or become
liable under this agreement provided that prior to such notice Tenant has been
notified, in writing (by way of Notice of Assignment of Rents and Leases, or
otherwise), of the address of such Mortgagees and/or Trust Deed Holders. This
Agreement constitutes such notice with respect to the address of Mortgagee.
Tenant further agrees that if Landlord shall have failed to cure a default that
could give rise to a right by Tenant to terminate the Lease (expressly excluding
termination rights relating to casualty), or a right to receive a rent abatement
or an offset or credit against rent or otherwise with respect to which Mortgagee
may be or become liable under this Agreement within the time provided for in the
Lease, then, provided Mortgagee shall have given Tenant written notice that it
intends to cure such default, the Mortgagees and/or Trust Deed Holders shall
have an additional thirty (30) days within which to cure such default or if such
default cannot be cured within that time, then such additional time as may be
necessary if within thirty (30) days, any Mortgagee and/or Trust Deed Holder has
commenced and is diligently pursuing the remedies necessary to cure such default
(including, but not limited to, commencement of foreclosure proceedings, if
necessary to effect such cure) in which event the lease shall not be terminated
while such remedies are being so diligently pursued. Nothing herein shall make
Mortgagee bound by any offsets or defenses or the effects thereof to the extent
they accrue prior to the Succession Date and before Mortgagee has received
notice thereof and had an opportunity to cure in accordance with this paragraph.

      6. Mortgagee hereby consents to the Lease and, subject to the provisions
of Paragraph 4(e) hereof, all of the terms and conditions thereof, and the terms
of the Mortgage shall not affect such terms and conditions of the Lease,
including without limitation, the specific provisions of the Lease governing
assignments, subletting, self-help right, alterations, repairs, contesting
requirements of law, extending the term of the Lease and expanding the premises
demised by the Lease to include certain portions of the Building that may become
available for leasing from time to time, as all such provisions are more
particularly set forth in the Lease. This paragraph 6 shall apply so long as the
Subordination Non-Disturbance and Attornment Agreement between Tenant and Aetna
Life Insurance Company has an identical provision (other than the reference to
self-help contained in this paragraph).

      7. All notices, demands or other communications required or permitted to
be given, rendered or made hereunder (herein collectively called "notices")
shall be in writing (whether or not so stated elsewhere in this agreement) and
shall be deemed to have been properly given, rendered or made only if sent by
registered or certified mail, return receipt requested, posted in a United
States post office station or letter box in the continental United States,
addressed to the other party as follows:

                  If to Mortgagee:

                  Merrill Lynch, Pierce, Fenner & Smith Incorporated
                  250 Vesey Street
                  World Financial Center
                  North Tower, 7th Floor
                  New York, New York  10281
                  Attention:  Michael Nash

                                     D-2-3

<PAGE>
                  and if to Tenant:

                  The Bear Stearns Companies Inc.
                  245 Park Avenue
                  New York, New York  10167
                  Attn: James Lang

                  and with copies to:

                  The Bear Stearns Companies Inc.
                  Legal Department
                  245 Park Avenue
                  New York, NY 10167
                  Attn:  James E. Raved, Esq.

                  and

                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY  10038
                  Attn:  Jacob Bart, Esq.

and shall be deemed to have been given, rendered or made on the day so mailed,
unless mailed outside of the State of New York, in which case it shall be deemed
to have been given, rendered or made on the third business day after the day so
mailed. Either party may, by notice as aforesaid, designate a different address
or addresses for notices intended for it.

      8. The liability of Mortgagee for the performance of any obligation of
Landlord under the Lease shall be limited to Mortgagee's interest in the demised
premises, and Tenant hereby agrees that any judgment it may obtain against
Mortgagee as a result of Mortgagee's failure, as Landlord, to perform any of
Landlord's obligations under the Lease shall be enforceable solely against
Mortgagee's interest in the demised premises.

      9. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their successors and assigns.

      10. This Agreement may be executed in any number of counterparts, each of
which shall, when executed, be deemed to be an original and all of which shall
be deemed to be one and the same instrument. In addition, the parties may
execute separate signature pages, and such signature pages (and/or signature
pages which have been detached from one or more duplicate original copies of

                                     D-2-4

<PAGE>

this Agreement) may be combined and attached to one or more copies of this
Agreement so that such copies shall contain the signatures of all of the parties
hereto.

      IN WITNESS WHEREOF, the parties hereto have executed these presents the
day and year first above written.

                              MORTGAGEE:

                              MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED

                              By:
                                   -------------------------
                              Its:
                                    ------------------------


                              TENANT:

                              THE BEAR STEARNS COMPANIES INC.

                              By:
                                   -------------------------
                                   Name:
                                   Title:







                                     D-2-5

<PAGE>


                                    MORTGAGEE

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


      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public







                                     TENANT

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

      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public





                                     D-2-6

<PAGE>

                                 EXHIBIT D-3

              Form of Future Mortgagee Nondisturbance Agreement
              -------------------------------------------------

           SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      THIS AGREEMENT, dated the _________ day of ____________, 2000 between
                          (hereinafter called "Mortgagee") and THE BEAR STEARNS
COMPANIES, INC., a Delaware corporation, having an office at 245 Park Avenue,
New York, New York 10167 (hereinafter called "Tenant").


                              W I T N E S S E T H:
                              --------------------

      (a)   Tenant has entered  into a certain  lease dated as of November 20,
2000 with WFP 245 PARK CO. L.P.,  hereinafter called "Landlord" (such lease is
hereinafter  referred to as the "lease" or the "Lease"),  covering premises in
a certain  building  known as 245 Park  Avenue and  located  in New York,  New
York; and

      (b) Mortgagee has made a mortgage loan in the principal amount of $
(hereinafter called the "Mortgage") to the Landlord and the parties desire to
set forth their agreement as hereinafter set forth.

      NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) by each party in hand paid to the other, the receipt of which is
hereby acknowledged, it is hereby agreed as follows:

      1. Subject to the terms and conditions hereof, said lease is and shall be
subject and subordinate to the lien of the Mortgage insofar as it affects the
real property of which the demised premises form a part, and to all renewals,
modifications, consolidations, replacements and extensions thereof, to the full
extent of the principal sum secured thereby and interest thereon.

      2. Tenant agrees that after notice is given to Tenant by Mortgagee, it
will attorn to and recognize any purchaser at a foreclosure sale under the
Mortgage, any transferee who acquires the demised premises by deed in lieu of
foreclosure, and the successors and assigns of such purchasers, as its Landlord
for the unexpired balance (and any extensions, if exercised) of the term of said
lease upon the same terms and conditions set forth in said lease and this
agreement.

      3. In the event that it should become necessary to foreclose the Mortgage,
Mortgagee thereunder will not terminate said lease nor join Tenant in summary or

                                     D-3-1

<PAGE>

foreclosure proceedings, nor disturb the possession of Tenant, nor diminish or
interfere with Tenant's rights and privileges under the lease or any extensions
or renewals thereof entered into pursuant to the terms of the lease or with
Mortgagee's consent, so long as Tenant is not in default, after any applicable
notice and grace period, under any of the terms, covenants, or conditions of
said lease.

      4. In the event that Mortgagee shall succeed to the interest of Landlord
under such lease, so long as Tenant is not in default, after any applicable
notice and grace period, under any of the terms, covenants, or conditions of
said lease, Mortgagee shall not disturb the possession of Tenant and shall be
bound by all of Landlord's obligations under the Lease accruing from and after
such date of succession (hereinafter called the "Succession Date"), other than
such obligations as are not applicable or pertinent to the remainder of the term
of the Lease; provided that Mortgagee shall not be

            (a) liable for any act or omission of any prior landlord (including
Landlord), except to the extent that (1) such act or omission constitutes a
default by Landlord or any other prior landlord under the Lease and continues
after the Succession Date, (2) Mortgagee receives notice thereof in accordance
with Paragraph 5 hereof and (3) Mortgagee's liability is limited to the effects
of the continuation of such act or omission after the Succession Date and shall
not include any liability of any prior landlord (including Landlord) which
accrued prior to the Succession Date; or

            (b)   liable for the return of any security deposit; or

            (c) subject to any offsets or defenses which Tenant might have
against any prior landlord (including Landlord) except to the extent (1) that
such offsets or defenses accrue in accordance with the terms of the Lease from
and after the Succession Date or (2) the basis for such offsets or defenses
continue to exist from and after the Succession Date; provided that (x)
Mortgagee receives notice thereof in accordance with the Lease and (y)
Mortgagee's liability is limited to the effects of the continuation of such
offsets or defenses after the Succession Date and shall not include any
liability of any prior landlord (including Landlord) which accrued prior to the
Succession Date; or

            (d) bound by any rent or additional rent which Tenant might have
paid for more than the current month to any prior landlord (including Landlord);
or

            (e) bound by any amendment or modification of the lease made without
its consent, other than an amendment or modification entered into to confirm the
exercise of a specific right or option under the Lease in accordance with all of
the material terms of the Lease governing the exercise of such specific right or
option.

      5. Tenant agrees to give any Mortgagees and/or Trust Deed Holders, by
Registered Mail, a copy of any Notice of Default served upon the Landlord,
provided that prior to such notice Tenant has been notified, in writing (by way
of Notice of Assignment of Rents and Leases, or otherwise), of the address of
such Mortgagees and/or Trust Deed Holders. Tenant further agrees that if

                                     D-3-2

<PAGE>

Landlord shall have failed to cure such default within the time provided for in
the lease, then the Mortgagees and/or Trust Deed Holders shall have an
additional sixty (60) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
if within such sixty (60) days, any Mortgagee and/or Trust Deed Holder has
commenced and is diligently pursuing the remedies necessary to cure such default
(including, but not limited to, commencement of foreclosure proceedings, if
necessary to effect such cure; provided, however, that if such Mortgagee and/or
Trust Deed Holder shall not have been able to effect such cure by reason of such
Mortgagee and/or Trust Deed Holder not having had the right or ability to enter
upon the mortgaged premises, in no event shall such additional time to cure be
extended by more than an additional ninety (90) days in order to allow such
Mortgagee and/or Trust Deed Holder to obtain the right or ability to enter upon
the mortgaged premises to effect such cure) in which event the lease shall not
be terminated while such remedies are being so diligently pursued.

      6. Mortgagee hereby consents to the Lease and, subject to the provisions
of Paragraph 4(e) hereof, all of the terms and conditions thereof, and the terms
of the Mortgage shall not affect such terms and conditions of the Lease,
including without limitation, the specific provisions of the Lease governing
assignments, subletting, alterations, repairs, contesting requirements of law,
extending the term of the Lease and expanding the premises demised by the Lease
to include certain portions of the Building that may become available for
leasing from time to time, as all such provisions are more particularly set
forth in the Lease.

      7. Any notice, statement, demand, consent, approval, advice or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this Agreement or pursuant to any applicable law
or requirement of public authority (collectively, "communications") shall be in
writing (except as specifically otherwise provided elsewhere in this Agreement)
and shall be deemed to have been properly given, rendered or made only if sent
by personal delivery, registered or certified mail (return receipt requested,
posted in a United States post office station or letter box in the continental
United States), or nationally recognized overnight courier, addressed as
follows:

                  If to Mortgagee:



                  and with a copy to:




                  and if to Tenant:

                  The Bear Stearns Companies Inc.
                  245 Park Avenue
                  New York, New York  10167
                  Attn: James Lang
                  and with copies to:

                                     D-3-3

<PAGE>
                  The Bear Stearns Companies Inc.
                  Legal Department
                  245 Park Avenue
                  New York, NY 10167
                  Attn:  James E. Raved, Esq.

                  and

                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY  10038
                  Attn:  Jacob Bart, Esq.

All such communications shall be deemed to have been given, rendered or made
when delivered and receipted by the party to whom addressed (or the date that
such receipt is refused, if applicable). Either party may, by notice as
aforesaid, designate a different address or addresses for communications
intended for it.

      8. The liability of Mortgagee for the performance of any obligation of
Landlord under the Lease shall be limited to Mortgagee's interest in the demised
premises, and Tenant hereby agrees that any judgment it may obtain against
Mortgagee as a result of Mortgagee's failure, as Landlord, to perform any of
Landlord's obligations under the Lease shall be enforceable solely against
Mortgagee's interest in the demised premises.

      9. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto, and their successors and assigns.

      10. This Agreement may be executed in any number of counterparts, each of
which shall, when executed, be deemed to be an original and all of which shall
be deemed to be one and the same instrument. In addition, the parties may
execute separate signature pages, and such signature pages (and/or signature
pages which have been detached from one or more duplicate original copies of
this Agreement) may be combined and attached to one or more copies of this
Agreement so that such copies shall contain the signatures of all of the parties
hereto.

                                     D-3-4

<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed these presents the
day and year first above written.

                              MORTGAGEE:

                              By:
                                 ---------------------------


                              Its:
                                  --------------------------

                              TENANT:

                              THE BEAR STEARNS COMPANIES INC.

                              By:
                                 ---------------------------
                                 Name:
                                 Title:





                                     D-3-5

<PAGE>


                              MORTGAGEE

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


      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public





                                     TENANT

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


      On the ____ day of ____________ in the year 2000, before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________ personally known to me or proved to me on the basis or
satisfactory evidence to be the person(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.



                                    ------------------------------------
                                                Notary Public




                                     D-3-6

<PAGE>





                                 EXHIBIT D-4

              Form of Superior Lessor Non-Disturbance Agreement
              -------------------------------------------------

                       SUBORDINATION, NON-DISTURBANCE AND
                              ATTORNMENT AGREEMENT


      THIS AGREEMENT made as of the _______ day of __________, 2000,by and among
________________, a _________, having an office at _________________________
("Ground Lessor") and THE BEAR STEARNS COMPANIES INC., a Delaware corporation,
having an office at 245 Park Avenue, New York, New York 10167 ("Subtenant").

                               W I T N E S S E T H
                               -------------------

            WHEREAS, Ground Lessor is the landlord under a certain lease dated
as of ___________ (as amended, the "Ground Lease") between Ground Lessor and WFP
245 Park Co. L.P. (hereinafter referred to in its capacity as lessee as
"Lessee"), pursuant to which Ground Lessor leased to Lessee certain real
property in the City, County and State of New York, known as 245 Park Avenue,
New York, New York 10167 (the "Property").

            WHEREAS, Lessee and Subtenant have entered into a certain sublease
dated as of November 20, 2000 (the "Lease") covering certain premises (the
"Premises") located in the Property; and

            WHEREAS, Subtenant desires to be assured of continued occupancy of
the Premises under the terms of the Lease and subject to the terms of the Ground
Lease.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, Ground Lessor and Subtenant
agree as follows.

            1. Subject to the terms and conditions hereof, the Lease is and
shall at all times be subject to the Ground Lease and to all of the terms and
conditions of the Ground Lease and to the rights of the Ground Lessor and to all
renewals, modifications, consolidations, replacements and extensions thereof.

            2. In the event of a termination of the Ground Lease, (a) Subtenant
shall attorn to and accept Ground Lessor as landlord under the Lease upon the
same terms and conditions set forth in said Lease and this Agreement, (b) so
long as Subtenant is not in default (after notice and beyond any applicable
grace period) in the payment of rent or additional rent due under the Lease or
in the performance or observance of any of the other obligations or conditions
of the Lease, the Lease shall continue in full force and effect as a direct
lease between Ground Lessor and Subtenant and (c) Ground Lessor will not disturb


                                     D-4-1
<PAGE>

the possession of Subtenant, nor diminish or interfere with Subtenant's rights
and privileges under the Lease or any extensions or renewals thereof entered
into pursuant to the terms of the Lease or with Ground Lessor's consent and will
be bound by all of the landlord's obligations under the Lease accruing from and
after such date of termination (hereinafter called the "Succession Date"), other
than such obligations as are not applicable or pertinent to the remainder of the
term of the Lease; provided that Ground Lessor shall not be

                  (a) liable for any act or omission of any prior landlord
(including Lessee), except to the extent that (1) such act or omission
constitutes a default by Lessee or any other prior landlord under the Lease and
continues after the Succession Date, (2) Ground Lessor receives notice thereof
in accordance with Paragraph 3 hereof and (3) Ground Lessor's liability is
limited to the effects of the continuation of such act or omission after the
Succession Date and shall not include any liability of any prior landlord
(including Lessee) which accrued prior to the Succession Date; or

                  (b)   liable for the return of any security deposit; or

                  (c) subject to any offsets or defenses which Subtenant might
have against any prior landlord (including Lessee) except to the extent (1) that
such offsets or defenses accrue in accordance with the terms of the Lease from
and after the Succession Date or (2) the basis for such offsets or defenses
continue to exist from and after the Succession Date; provided that (x) Ground
Lessor receives notice thereof in accordance with the Lease and (y) Ground
Lessor's liability is limited to the effects of the continuation of such offsets
or defenses after the Succession Date and shall not include any liability of any
prior landlord (including Lessee) which accrued prior to the Succession Date; or

                  (d) bound by any rent or additional rent which Subtenant might
have paid for more than the current month to any prior landlord (including
Lessee); or

                  (e) bound by any amendment or modification of the lease made
without its consent, other than an amendment or modification entered into to
confirm the exercise of a specific right or option under the Lease in accordance
with all of the material terms of the Lease governing the exercise of such
specific right or option.

            3. Subtenant agrees to give Ground Lessor a copy of any Notice of
Default served upon the Lessee. Subtenant further agrees that if Lessee shall
have failed to cure such default within the time provided for in the Lease, then
Ground Lessor shall have an additional sixty (60) days within which to cure such
default or if such default cannot be cured within that time, then such
additional time as may be necessary if within such sixty (60) days, Ground
Lessor has commenced and is diligently pursuing the remedies necessary to cure
such default (including, but not limited to, commencement of foreclosure
proceedings, if necessary to effect such cure; provided, however, that if Ground
Lessor shall not have been able to effect such cure by reason of not having had
the right or ability to enter upon the ground-leased premises, in no event shall
such additional time to cure be extended by more than an additional ninety (90)


                                     D-4-2
<PAGE>

days in order to allow such Ground Lessor to obtain the right or ability to
enter upon the ground-leased premises to effect such cure) in which event the
Lease shall not be terminated while such remedies are being so diligently
pursued.

            4. Ground Lessor hereby consents to the Lease and, subject to the
provisions of Paragraph 2(e) hereof, all of the terms and conditions thereof,
and the terms of the Ground Lease shall not affect such terms and conditions of
the Lease, including without limitation, the specific provisions of the Lease
governing assignments, subletting, alterations, repairs, contesting requirements
of law, extending the term of the Lease and expanding the premises demised by
the Lease to include certain portions of the Building that may become available
for leasing from time to time, as all such provisions are more particularly set
forth in the Lease.

            5. Any notice, statement, demand, consent, approval, advice or other
communication required or permitted to be given, rendered or made by either
party to the other, pursuant to this Agreement or pursuant to any applicable law
or requirement of public authority (collectively, "communications") shall be in
writing (except as specifically otherwise provided elsewhere in this Agreement)
and shall be deemed to have been properly given, rendered or made only if sent
by personal delivery, registered or certified mail (return receipt requested,
posted in a United States post office station or letter box in the continental
United States), or nationally recognized overnight courier, addressed as
follows:

                  If to Ground Lessor:



                  and with a copy to:




                  and if to Subtenant:

                  The Bear Stearns Companies Inc.
                  245 Park Avenue
                  New York, New York  10167
                  Attn:  James Lang





                                     D-4-3
<PAGE>
                  and with copies to:

                  The Bear Stearns Companies Inc.
                  Legal Department
                  245 Park Avenue
                  New York, NY 10167
                  Attn:  James E. Raved, Esq.

                  and

                  Stroock & Stroock & Lavan LLP
                  180 Maiden Lane
                  New York, NY  10038
                  Attn:  Jacob Bart, Esq.

All such communications shall be deemed to have been given, rendered or made
when delivered and receipted by the party to whom addressed (or the date that
such receipt is refused, if applicable). Either party may, by notice as
aforesaid, designate a different address or addresses for communications
intended for it.

            6. The liability of Ground Lessor for the performance of any
obligation of Lessee under the Lease shall be limited to Ground Lessor's
interest in the demised premises, and Subtenant hereby agrees that any judgment
it may obtain against Ground Lessor as a result of Ground Lessor's failure, as
Lessee, to perform any of Lessee's obligations under the Lease shall be
enforceable solely against Ground Lessor's interest in the demised premises.

            7. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, and their successors and assigns.

            8. This Agreement may be executed in any number of counterparts,
each of which shall, when executed, be deemed to be an original and all of which
shall be deemed to be one and the same instrument. In addition, the parties may
execute separate signature pages, and such signature pages (and/or signature
pages which have been detached from one or more duplicate original copies of
this Agreement) may be combined and attached to one or more copies of this
Agreement so that such copies shall contain the signatures of all of the parties
hereto.

                                     D-4-4
<PAGE>
            IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the day and year first above written.

                              GROUND LESSOR;


                              SUBTENANT;
                              THE BEAR STEARNS COMPANIES INC.

                              By:____________________________________
                                 Name:
                                 Title:


                                     D-4-5
<PAGE>

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


      On the ____ day of ____________ in the year 20 , before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity as the ________________ of THE BEAR STEARNS COMPANIES
INC., and that by his/her/their signature on the instrument, the person, or the
entity upon behalf of which the person acted, executed the instrument.



                                    ---------------------------
                                                   Notary Public






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


      On the ____ day of ____________ in the year 20 , before me, the
undersigned, a Notary Public in and for said state, personally appeared
________________________, personally known to me or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity as the ________________ of , and that by his/her/their
signature on the instrument, the person, or the entity upon behalf of which the
person acted, executed the instrument.


                                     D-4-6
<PAGE>



                                    EXHIBIT E

                               Form of Landlord's
                               Consent to Sublease
                               -------------------


            AGREEMENT made as of the ____ day of __________, 20__, by and among
___________________, a ___________________, having an office at _______________
___________________ (hereinafter, the "Landlord"), ______________________, a
________________ having an office at __________________________ (hereinafter,
the "Tenant"), the tenant under a lease dated as of August __, 2000 between the
Landlord, as lessor, and the Tenant, as lessee (which lease, as heretofore or
hereafter amended, is hereinafter referred to as the "Lease"), demising the 15th
through 20th floors of the building known as 245 Park Avenue, New York, New York
(hereinafter, the "Demised Premises), and ______________________, a
________________ having an office at __________________________ (hereinafter,
the "Subtenant").

             The Landlord hereby consents to the subletting by the Tenant to the
Subtenant, pursuant to a sublease (hereinafter, the "Sublease") dated as of
_____________ __, 20__, a copy of which is attached hereto, of [a portion of]
the Demised Premises as more particularly described in the Sublease (which space
is hereinafter referred to as the "Sublet Space"), such consent being subject to
and upon the following terms and conditions, to each of which the Tenant and the
Subtenant hereby expressly covenant and agree to be bound:

             1.   Nothing contained in this Agreement shall either:

                   (a) operate as a consent to or approval or ratification by
the Landlord of any of the provisions of the Sublease or as a representation or
warranty by the Landlord, and the Landlord shall not be bound or estopped in any
way by the provisions of the Sublease;

                   (b) be construed to modify, waive or affect in any way
whatsoever (i) any of the provisions, covenants or conditions of the Lease
(including, without limitation, the provisions with respect to the sharing of
Sublease Profit (as defined in the Lease)), (ii) any of the Tenant's obligations
under the Lease, or (iii) any rights or remedies of the Landlord under the Lease
or otherwise to enlarge or increase the Landlord's obligations or the Tenant's
rights under the Lease or otherwise; or

                   (c) be construed to waive any present or future breach or
default on the part of the Tenant under the Lease.

             2. In the event of any conflict between the provisions of either
the Lease or this Agreement and the provisions of the Sublease, the provisions
of the Lease or this Agreement shall prevail unaffected by the provisions of the
Sublease. In the event of any conflict between the provisions of this Agreement
and the provisions of the Lease, the provisions of the Lease shall prevail
unaffected by the provisions of this Agreement.

                                      E-1
<PAGE>

             3.   The Sublease  shall be subject and  subordinate at all times
to the Lease and all of its provisions, covenants and conditions.

             4.   This  Agreement and the consent  contained in this Agreement
are not assignable.

             5. Neither the Sublease nor this Agreement shall release or
discharge the Tenant from any liability under the Lease and the Tenant shall
remain liable and responsible for the full performance and observance of all of
the provisions, covenants and conditions set forth in the Lease on the part of
the Tenant to be performed and observed. Any breach or violation of any
provision of the Lease by the Subtenant shall be deemed to be and shall
constitute a default by the Tenant under such provisions of the Lease.

             6. This Agreement shall not be construed as a consent by the
Landlord to any other or further subletting either by the Tenant or the
Subtenant or any renewal or extension of the Sublease (other than as provided in
the Sublease).

             7. Except for the services and materials required to be furnished
or supplied to the Tenant under the Lease, Landlord shall not render any
additional services to the Subtenant or supply any additional materials to the
Sublet Space without the prior request of the Tenant pursuant to the terms of
the Lease. The Tenant and the Subtenant shall each be jointly and severally
liable for all bills rendered by the Landlord for all services rendered to the
Subtenant and all materials supplied to the Sublet Space in accordance with the
provisions of this paragraph and the Lease (including, without limitation,
services furnished to Subtenant under the Lease at times other than Business
Hours of Business Days).

             8. Any notice or communication which any party hereto may desire or
be required to give to any other party under or with respect to this Agreement
shall be given in accordance with Article 31 of the Lease except that notices to
the Subtenant shall be given to it at its address first hereinabove set forth.

             9. This Agreement shall be construed in accordance with the laws of
the State of New York, contains the entire agreement of the parties hereto with
respect to the subject matter hereof, and may not be changed or terminated
orally or by course of conduct.


                                      E-2
<PAGE>




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

             LANDLORD:                        __________________________
             --------

                                               By: _____________________


             TENANT:                          __________________________
             ------

                                               By: _____________________


             SUBTENANT:                        __________________________
             --------

                                               By: _____________________






                                      E-3

<PAGE>



                                    EXHIBIT F

                              Rules and Regulations
                              ---------------------

             1. The rights of each tenant in the entrances, corridors, elevators
and escalators servicing the Building are limited to ingress to and egress from
such tenant's premises for the tenant and its employees, licensees and invitees,
and no tenant shall use, or permit the use of, the entrances, corridors,
escalators or elevators for any other purpose. Fire exits and stairways are for
emergency use only, and they shall not be used for any other purpose by the
tenants, their employees, licensees or invitees. No tenant shall encumber or
obstruct, or permit the encumbrance or obstruction of any of the sidewalks,
plazas, entrances, corridors, escalators, elevators, fire exits or stairways of
the Building. Landlord reserves the right to control and operate the public
portions of the Building and the public facilities, as well as facilities
furnished for the common use of the tenants, in such manner as it deems best for
the benefit of the tenants generally.

             2. Landlord may refuse admission to the Building outside of
Business Hours on Business Days (as such terms are defined in the Lease to which
this Exhibit is attached) to any person not known to the watchman in charge or
not having a pass issued by Landlord or the tenant whose premises are to be
entered or not otherwise properly identified, and Landlord may require all
persons admitted to or leaving the Building outside of Business Hours on
Business Days to sign a register and submit a pass. Notwithstanding the
foregoing, upon request of Tenant, Landlord shall issue a pass and/or grant
admission to the Building to any person identified on any list prepared by
Tenant and submitted to Landlord. Any person whose presence in the Building at
any time shall, in the reasonable judgment of Landlord, be prejudicial to the
safety of the Building or of its tenants may be denied access to the Building or
may be ejected therefrom. During any invasion, riot, public excitement or other
commotion Landlord may prevent all access to the Building by closing the doors
or otherwise for the safety of the tenants and protection of property in the
Building.

             3. No tenant shall obtain or accept for use in its premises floor
polishing from any persons not approved by Landlord to furnish such services
(which approval shall not be unreasonably withheld, conditioned or delayed).

             4. Except  as  provided  in the  Lease,  no  awnings  or  other
projections shall be attached to the exterior walls of the Building.

             5. Except as provided in the Lease, no lettering, sign,
advertisement, notice or object shall be displayed in or on the windows, or on
the outside of any tenant's premises, without the prior written consent of
Landlord. In the event of the violation of the foregoing by any tenant, Landlord
may remove the same without any liability, and may charge the expense incurred
in such removal to the tenant violating this rule. Subject to the provisions of

                                      F-1
<PAGE>

the Lease, elevator cab designations shall be inscribed, painted or affixed for
each tenant by Landlord at the expense of such tenant.

             6. No showcases or other articles shall be put in front of or
affixed to any part of the exterior of the Building, nor placed in the halls,
corridors or vestibules which are part of the common areas of the Building.

             7. No tenant shall in any way deface any part of the Building.

             8. No bicycles, vehicles, animals or birds of any kind shall be
brought into or kept in or about the premises of any tenant of the Building,
except temporarily for the purpose of photographing or otherwise copying the
appearance and/or sound of the same in connection with a tenant's business;
provided, however, that notwithstanding the foregoing, seeing eye dogs for
employees or guests of Tenant shall expressly be permitted.

             9. No noise, including, but not limited to, music or the playing of
musical instruments, recordings, radio or television, which, in the reasonable
judgment of Landlord, might disturb other tenants in the Building, shall be made
or permitted by any tenant.

             10. Except as permitted in the Lease, no tenant, nor any tenant's
contractors, employees, agents, visitors or licensees, shall at any time bring
into or keep upon the premises of the Building any inflammable, combustible,
explosive or otherwise dangerous fluid, chemical or substance.

             11. Additional locks or bolts of any kind which shall not be
operable by the Grand Master Key for the Building shall not be placed upon any
of the doors or windows by any tenant, nor shall any changes be made in locks or
the mechanism thereof which shall make such locks inoperable by said Grand
Master Key. Notwithstanding the foregoing, Tenant may install locks and/or
security systems on the doors to or within the Premises; provided that Tenant
shall provide Landlord with a master key and/or a master card key. If either
with or without Landlord's consent any tenant shall have upon the doors or
windows of such tenant's premises locks which are not operable by the Grand
Master Key (or any other master key or card key given to Landlord by Tenant),
Landlord or its representatives may in case of an emergency forcibly enter such
premises. In that event such tenant shall be responsible for the repair or
replacement, at such tenant's sole expense, of any damage to such doors or
windows caused by such forcible entry. Each tenant shall, upon the termination
of its tenancy, turn over to Landlord all keys of stores, offices and toilet
rooms, either furnished to, or otherwise procured by, such tenant, and in the
event of the loss of any keys furnished by Landlord, such tenant shall pay to
Landlord the cost thereof.

             12. Except as provided in the Lease, all removals, or the carrying
in or out of any safes, freight, furniture, large packages, boxes or crates or
any other large object or matter of any description must be done through the
freight elevators of the Building (the use of which by Tenant shall be governed
by the applicable provisions of the lease). The persons employed to move safes

                                      F-2
<PAGE>


and other heavy objects shall be reasonably acceptable to Landlord and, if so
required by law, shall hold a Master Rigger's license. Arrangements will be made
by Landlord with any tenant for moving certain materials designated by Landlord
or large quantities of furniture and equipment into or out of the Building which
Tenant agrees, Landlord may require to be moved during non-Business Hours.

             13. Landlord reserves the right to inspect all objects and matter
to be brought into the Building and to exclude from the Building all objects and
matter which violate any of these Rules and Regulations or the Lease of which
this Exhibit is a part. Landlord may require any person leaving the Building
with any package or other object or matter to submit a pass, listing such
package or object or matter, from the tenant from whose premises the package or
object or matter is being removed, but the establishment and enlargement of such
requirement shall not impose any responsibility on Landlord for the protection
of any tenant against the removal of property from the premises of such tenant.
Landlord shall in no way be liable to any tenant for damages or loss arising
from the admission, exclusion or ejection of any person to or from the premises
or the Building under the provisions of this Rule 13 or of Rule 2 hereof.

             14. No tenant shall occupy or permit any portion of its premises to
be occupied as an office for a public stenographer or public typist, or for the
possession, storage, manufacture, or sale of liquor, narcotics (other than any
legally administered drugs in Tenant's nurse's office), dope, tobacco in any
form, or as a barber, beauty or manicure shop, (except for tenant's principals,
directors, officers and employees only), but nothing contained herein shall
affect the right of a tenant or its principals, directors, officers or employees
to possess and store liquor and tobacco for sale to or consumption by such
principals, directors, officers and employees or such tenant's business guests.

             15. Landlord shall have the right to prescribe the weight and
position of safes and other objects of excessive weight, and no safe or other
object whose weight exceeds the lawful load for the area upon which it would
stand shall be brought into or kept upon any tenant's premises. If, in the
reasonable judgment of Landlord, it is necessary to distribute the concentrated
weight of any heavy object, the work involved in such distribution shall be done
at the reasonable expense of the tenant and in such manner as Landlord shall
reasonably determine.

             16. Subject to the provisions of the lease, no machines or
mechanical equipment shall be placed or operated as to disturb other tenants;
but machines and mechanical equipment installed and used in a tenant's premises
shall be so equipped, installed and maintained by such tenant as to prevent any
disturbing noise, vibration or electrical or other interference from being
transmitted from such premises to any other area of the Building.

             17. Landlord, its contractors, and their respective employees,
shall have the right to use, without charge therefor, all light, power and water
in the premises of any tenant while cleaning or making repairs or alterations in
the premises of such tenant.

                                      F-3
<PAGE>

             18.  No  premises  of any  tenant  shall be used for  lodging  or
sleeping or for any immoral purpose.

             19.  Intentionally omitted.

             20.  Canvassing,  soliciting  and  peddling in the  Building  are
prohibited and each tenant shall cooperate to prevent the same.

             21. No tenant shall cause or permit any unusual or objectionable
odors to emanate from its premises which would annoy other tenants or create a
public or private nuisance. No cooking shall be done in the premises of any
tenant except as is expressly permitted in such tenant's lease.

             22. No acids, vapors or other materials shall be discharged or
permitted to be discharged into the waste lines, vents or flues of the Building
which may damage them. The water and wash closets and other plumbing fixtures in
or serving any tenant's premises shall not be used for any purpose other than
the purposes for which they were designed or constructed, and no sweepings,
rubbish, rags, acids or other foreign substances shall be deposited therein.

             23.  Hand trucks not  equipped  with rubber tires and side guards
shall not be used within the Building.

             24. All blinds above the street and first floors shall be lowered
as reasonably required because of the position of the sun, during the operation
of the Building air-conditioning system to cool or ventilate the tenant's
premises.

             25. Landlord reserves the right to rescind, alter (subject to the
provisions of Article 11 of the Lease to which this Exhibit is attached) or
waive any rule or regulation at any time prescribed for the Building when, in
its reasonable judgment, it deems it necessary, desirable or proper for its best
interest and for the best interests of the tenants. Landlord shall not be
responsible to any tenant for the nonobservance or violation by any other tenant
of any of the rules and regulations at any time prescribed for the Building.



                                      F-4
<PAGE>



                                    EXHIBIT G

                        Alterations Rules and Regulations
                        ---------------------------------

       Note   In the event of any conflict between the terms of this Exhibit G
              and the terms of the lease, the terms of the lease shall govern.

A.     General
       -------

       1)    Tenant will make no alterations, decorations, installations,
             repairs, additions, improvements or replacements (which are
             hereinafter called "Alterations" and which are the Alterations
             referred to in the lease) in, to or about the Premises except in
             compliance with Article 12 of the lease.

       2)    Prior to the commencement of any Alterations, Tenant is responsible
             for obtaining, from the Building Manager, a base Building
             pre-demolition/pre-construction status report noting condition of
             Premises. Landlord shall cause the Building Manager to provide
             Tenant with such report reasonably promptly following Tenant's
             request therefor.

       3)    Prior to the commencement of any Alterations for which Landlord's
             approval shall be required pursuant to the terms of the lease,
             Tenant shall submit for Landlord's written approval all required
             items described in Paragraphs 1, 2 and 3 of Section B hereof.

       4)    Tenant shall insure that the proposed Alterations comply with The
             Administrative Code of The City of New York and all other laws,
             ordinances, rules and regulations promulgated by all governmental
             agencies and bodies having jurisdiction over such Alterations,
             including, without limitation, the Americans With Disabilities Act.

       5)    Tenant shall insure that all proposed Alterations comply with
             Building standards listed in Section C hereof, and are adequately
             designed to serve Tenant's needs while remaining in full conformity
             with, and not adversely affecting, any Building systems.

       6)    All (i) demolition or removal of construction materials, or (ii)
             moving of construction materials to or from the Building, or (iii)
             other categories of work which may disturb or interfere with other
             Tenants of the Building or disturb or interfere with Building
             operations, must be scheduled and performed before or after
             Business Hours. Tenant shall provide the Building Manager with
             written notice at least twenty-four (24) hours prior to scheduling
             any Alteration, and shall pay Landlord's actual reasonable

                                      G-1
<PAGE>


             incremental out-of-pocket costs for additional overtime porters,
             security, engineers and other reasonable costs incurred by Landlord
             in connection with such after hours scheduling.

       7)    Intentionally Omitted.

       8)    All inquiries, Tenant plans, requests for approvals, and all other
             matters shall be processed through the Building Manager.

B.     Tenant Submittals
       -----------------

       1)    In connection with Alterations for which Tenant is required to
             submit plans to Landlord pursuant to the express terms of the
             lease, Tenant to submit, to Landlord, the following information for
             Landlord's review and approval (which approval shall be granted or
             withheld in accordance with the express provisions of the lease)
             prior to commencement of such Alterations. Landlord's approval
             period will not commence until the Building Manager is in receipt
             of items (a), (b) and (c) below, as one complete package:

             a)    Letter of Intent to perform construction. Letter to include a
                   brief description of the proposed Alterations, Tenant
                   contact, complete list of proposed contractors and work
                   schedule.

             b)    Two (2) sets of design drawings and specifications noting
                   full scope of work involved in performing such Alterations.
                   All drawings must be signed and sealed by Tenant's Registered
                   Architect or Professional Engineer licensed to conduct
                   business in the State of New York. Part plan drawings will
                   not be acceptable.

                   (i)   If full height partition walls are being installed in
                         an area that is sprinklered, the existing sprinkler
                         head locations must be included to show that new
                         partitions are not in conflict with sprinkler coverage.

                   (ii)  If the area being altered includes existing
                         compartmentation walls, those compartmentation walls
                         must be indicated on Tenant's layout.

             c)    A letter from Tenant's Registered Architect or Professional
                   Engineer stating that their design and scope of work complies
                   with all applicable codes, and local laws, especially noting
                   Local Laws 16/84, 58/87, and 5/73. This letter must be signed
                   and include their professional seal.

             d)    Proper New York City Building Department filing applications,
                   as required, for all Alterations indicated on drawings,
                   which, if accurate and in appropriate form, Landlord will

                                      G-2
<PAGE>

                   sign and return to Tenant by the later to occur of (x) the
                   date on which Landlord approves the applicable Alteration or
                   (y) three (3) Business Days after Tenant's submission to
                   Landlord of such application.

             e)    Valid Certificates of Insurance (unless Landlord is already
                   in possession of such current and valid certificates from
                   Tenant's general contractor) and a Contractors Agreement
                   signed by Tenant's general contractor (see Insurance
                   Requirements in Section D hereof).

       2)    Upon completion of Landlord's review, the following will be
             returned to Tenant within the applicable time periods set forth in
             the lease:

             a)    A letter (i) granting approval to file drawings; or (ii)
                   granting conditional approval, subject to Tenant
                   incorporating Landlord's comments and suggested revisions
                   into a revised set of design drawings (no Alterations for
                   which Landlord's approval shall be required pursuant to the
                   terms of the lease will commence or applications be filed
                   until Landlord is in receipt of such revised set of
                   drawings); or (iii) disapproving such Alterations (together
                   with a reasonably detailed explanation of the basis for such
                   disapproval); and

             b)    If approved, or conditionally approved, Building Department
                   applications signed by Landlord.

             Landlord's review is for conformance with Building standards only
             and is not a review for compliance with law or a review of the
             adequacy of Tenant's design. No such approval, or comments shall
             constitute a waiver of the obligation that Tenant's Alterations
             comply with all laws and receive Buildings Department or other
             governmental approvals that may be required.

       3)    Prior to commencement of Alterations for which Landlord's approval
             shall be required pursuant to the terms of the lease:

             Tenant to submit to Landlord the following:

             a)    A  letter  or  revised   drawings   addressing   Landlord's
                   comments, if any.

             b)    Approved New York City Building Department filing
                   applications, drawings, and all work permits.

             c)    A list of all contractors and subcontractors who will perform
                   the Alterations (subject to change and supplementation in
                   accordance with the applicable provisions of Article 12 of
                   the lease).

                                      G-3
<PAGE>


             d)    A work schedule noting duration of work.

       4)    Upon completion of Alterations:

             Tenant to submit to Landlord, in a timely manner, the following:

             a)    All sign-off documents which pertain to work filed from all
                   agencies having jurisdiction.

             b)    As-built drawings or final-marked  drawings,  in accordance
                   with Section 12.04 of the lease.

             c)    A properly executed Air Balancing Report, signed by a
                   Professional Engineer, if applicable.

C.     Building Standard Requirements
       ------------------------------

       1)    All structural or floor loading requirements, mechanical (HVAC),
             plumbing, sprinkler, electrical, fire alarm and elevator
             requirements of any proposed Tenant installation shall be deemed to
             be Material Alterations and shall be subject to the prior approval
             of Landlord's consultants (which approval shall be granted or
             withheld in accordance with the express provisions of the lease).

       2)    All demolition performed by or on behalf of Tenant (other than
             demolition that is to be performed by Landlord in accordance with
             the terms of the lease) shall be supervised by Landlord's
             representative; provided that Landlord shall not interfere with the
             performance of such demolition, and further provided that any such
             supervision by Landlord's representative shall be at no charge to
             Tenant.

       3)    Elevator service for construction work shall be charged to Tenant
             in accordance with Section 16.07 of the lease. Prior arrangements
             for elevator use shall be made with Building Manager by Tenant. No
             material or equipment shall be carried under or on top of
             elevators. If workmen (including, without limitation, Operating
             Engineers and Personnel Carriers), are required by any union
             regulations for material or personnel hoisting, such workmen shall
             be paid for by Tenant.

       4)    If shutdown of any mechanical or electrical risers are required in
             connection with Alterations, such shutdown shall be performed by
             Landlord's contractors at Tenant's expense or, at Landlord's
             option, supervised by Landlord's representative at Tenant's
             expense; provided, however, that in either case, the amount payable
             by Tenant to Landlord shall constitute Landlord's actual,
             reasonable out-of-pocket costs in connection therewith.

                                      G-4
<PAGE>


       5)    Tenant's contractor shall:

             a)    have a Superintendent or Foreman on the Premises at all
                   times;

             b)    police the job at all times, continually keeping the Premises
                   orderly; protection and maintenance will be Tenant's
                   responsibility;

             c)    maintain cleanliness and protection of all areas, including
                   elevators and lobbies;

             d)    protect the front and top of all peripheral HVAC units and
                   thoroughly clean them at the completion of work;

             e)    block off supply and return grills, diffusers and ducts to
                   keep dust from entering into the Building air conditioning
                   system;

             f)    protect all Class "E" fire alarm devices and wiring; and

             g)    avoid the disturbance of other Tenants.

       6)    If any part of Tenant's Alteration is improperly performed, Tenant
             shall be charged for the actual, reasonable out-of-pocket costs of
             corrective work done by Landlord's personnel or contractors engaged
             for such purpose by Landlord, provided that, except in the case of
             an emergency, Landlord gives Tenant written notice and a reasonable
             opportunity (not less than 30 days) to cure before proceeding with
             such corrective work.

       7)    All equipment and installations must be equal to the standards of
             the Building, which standards shall be commensurate with other
             first-class office buildings in Midtown Manhattan comparable to the
             Building. Any deviation from such Building standards will be
             permitted only if approved by Landlord in writing (which approval
             shall be granted or withheld in accordance with the provisions of
             Article 12 of the lease).

       8)    Tenant shall pay Landlord for any amounts billed in connection with
             any Alteration pursuant to this Exhibit G within thirty (30) days
             after billing therefor.

       9)    Landlord's contract fire alarm service personnel shall be the only
             personnel permitted to adjust, test, alter, relocate, add to, or
             remove equipment connected to the Class "E" System.

       10)   During such times that Tenant's alterations or demolition of the
             Premises require that fire protection afforded by the Class "E"

                                      G-5
<PAGE>

             System or sprinkler system be disabled, Tenant, at Tenant's
             expense, shall maintain fire watch service in compliance with all
             applicable Legal Requirements.

       11)   Landlord, at Tenant's expense, shall repair or cause to have
             repaired, any and all defects, deficiencies or malfunctions of the
             Class "E" System caused by Tenant's Alterations or related
             demolition. Such expense may include expenses of engineering,
             supervision and standby fire watch personnel that Landlord deems
             necessary to protect the Building during the time such defects,
             deficiencies and malfunctions are being corrected. The amounts
             payable by Tenant to Landlord under this paragraph 11 shall be
             limited to Landlord's reasonable and actual out-of-pocket costs.

       12)   Should Tenant desire to install its own internal fire alarm system,
             Tenant shall request Landlord to connect such system to the Class
             "E" System at Tenant's expense in such reasonable manner as
             prescribed by Landlord. Tenant shall, at Tenant's expense, have
             such internal fire alarm system approved by governing agencies
             having jurisdiction, and shall submit to Landlord an approved copy
             of plans of such system before initiating any installation of such
             system. Tenant must demonstrate that system is in working order
             prior to tie-in. The amounts payable by Tenant to Landlord under
             this paragraph 12 shall be limited to Landlord's reasonable and
             actual out-of-pocket costs.

       13)   Landlord, at Tenant's expense, will be responsible for the
             maintenance and proper operation of any Tenant Class "E" Fire Alarm
             sub-system. The amounts payable by Tenant to Landlord under this
             paragraph 13 shall be limited to Landlord's reasonable and actual
             out-of-pocket costs.

       14)   When Tenant's use of any space requires a change in the Certificate
             of Occupancy, whether a building has a Final Certificate of
             Occupancy or Temporary Certificate of Occupancy, or (as in the case
             of a new Building with a Temporary Certificate of Occupancy)
             involves the initial inclusion of the Premises on the Certificate
             of Occupancy, the Tenant must utilize the services of Landlord's
             consultant (as of the date of this Lease, William Vittaco,
             Associates). The Tenant shall be responsible for coordination with
             the consultant, and for all costs in connection with such
             consultant's services, provided that such services are provided at
             commercially reasonable rates.

       15)   The Tenant will be responsible for keeping a copy of all required
             Building Department approved applications, drawings, permits, and
             sign-offs during and after completion of construction and shall
             deliver same to Landlord at the expiration of the lease.

       16)   The following penalty will be assessed to all tenants that do not
             submit Building Department sign-offs within one year of completion
             of any Alterations (unless such failure results from (i) a failure

                                      G-6

<PAGE>

             of the Building Department to issue such sign-offs despite such
             tenant having made all required submissions or (ii) the act or
             omission of any party other than Tenant or Tenant's agents,
             contractors, subcontractors, employees or consultants, which act or
             omission is beyond Tenant's reasonable control):

             a)    Future Building Department documents that require Landlord's
                   signature will not be signed nor will work be allowed to
                   commence until complete submission of all required past
                   Building Department documents have been received.

       17)   The attachment of any work to Building window mullions, HVAC
             enclosures, window soffets, will not be permitted.

       18)   Drywall partitions or installations abutting window mullions must
             allow for the operation of pivoting windows where applicable.

       19)   Electrical wire mold will not be permitted without written approval
             from Landlord.

       20)   Chasing of structural slab or Building masonry walls will not be
             permitted unless special consent is given by Landlord.

       21)   The attachment of drywall metal studs or track to mechanical,
             electrical, plumbing, sprinkler, or any Building systems will not
             be permitted.

       22)   All valves or equipment controlling Building systems or Tenant
             systems must be tagged and identified.

       23)   Access  doors must be  provided  to all  Building  equipment  and
             Tenant equipment.

       24)   Tenant shall be responsible for alterations to any existing HVAC
             ductwork or system and shall ensure that such work is integrated so
             as not to adversely affect the Building system.

       25)   Tenant shall have the right to install its own (i.e., non-Building
             standard) locks (excluding, however, with respect to core utility
             closets) with both access cards and metal keys; provided that
             Tenant provides to Landlord (a) access cards as required for
             nightly cleaning and emergency access to the Premises and (b) a
             single master key.

       26)   Intentionally Omitted.

                                      G-7
<PAGE>

       27)   Tenant shall not install any outside louvers without Landlord's
             prior written approval. Detailed sketches of all proposed louvers
             shall be submitted for Landlord's approval which approval may be
             granted or withheld in accordance with the provisions of Article 12
             of the lease pertaining to Material Alterations.

       28)   Intentionally omitted.

       29)   Any connections to Building systems must be of the same materials
             as existing Building standards.

       30)   Intentionally Omitted.

       31)   Intentionally Omitted.

       32)   Intentionally omitted.

       33)   Tenant is not to mount any equipment in Building Electrical
             Closets, Telephone Closets, or Mechanical Equipment Rooms without
             prior written approval from Landlord (which approval shall be
             granted or withheld in accordance with the provisions of Article 12
             of the lease).

       34)   Tenant is responsible to insure that all work is performed in a
             normal, acceptable, and safe manner.

D.    Contractors Agreement; Insurance Requirements
      ---------------------------------------------

       [To be retyped on Letterhead of Tenant's General Contractor,  addressed
       to Landlord]

Tenant:
------

Premises:
--------

       The undersigned contractor or subcontractor (hereinafter called
       "Contractor") has been hired by the Tenant or occupant (hereinafter
       called "Tenant") of the Building named above or by Tenant's contractor to
       perform certain work (hereinafter called "Work") for Tenant in the
       Tenant's Premises in the Building. Contractor and Tenant have requested
       the undersigned Landlord (hereinafter called "Landlord") to grant
       Contractor access to the Building and its facilities in connection with
       the performance of the Work and Landlord agrees to grant such access to
       Contractor upon and subject to the following terms and conditions:

       1)    Contractor agrees to indemnify and save harmless the Landlord, and
             its respective officers, employees and agents and their affiliates,
             subsidiaries, and partners, and each of them, from and with respect
             to any claims, demands, suits, liabilities, losses and expenses,

                                      G-8
<PAGE>

             including reasonable attorneys' fees, arising out of or in
             connection with the Work (and/or imposed by law upon any or all of
             them) because of personal injuries, including death at any time
             resulting therefrom, and loss of or damage to property (excluding
             consequential damages), except to the extent arising out of the
             negligence or intentional misconduct of Landlord or any of the
             parties entitled to be indemnified hereunder.

       2)    Contractor shall provide and maintain at its own expense, until
             completion of Work, the following insurance:

             a)    Workers' Compensation and Employers' Liability Insurance
                   covering each and every workman employed in, about or upon
                   the Work, as provided for in each and every statute
                   applicable to Workers' Compensation and Employers' Liability
                   Insurance.

             b)    Comprehensive General Liability Insurance Including Coverage
                   for Completed Operations, Broad Form Property Damage "XCU"
                   exclusion if any deleted, and Contractual Liability (to
                   specifically include coverage for the indemnification clause
                   of this Agreement) for not less than the following limits:

                         Combined Single Limit
                         Bodily Injury and

                         Property Damage Liability:$5,000,000
                         (written on a per occurrence basis)

             c)    Comprehensive Automobile Liability Insurance (covering all
                   owned, non-owned and/or hired motor vehicles to be used in
                   connection with the Work) for not less than the following
                   limits:

                   Bodily Injury:                 $5,000,000 per person
                                                  $5,000,000 per occurrence
                   Property Damage:               $5,000,000 per occurrence

       Contractor shall furnish a certificate from its insurance carrier or
       carriers to the Building office before commencing the Work, showing that
       it has complied with the above requirements regarding insurance and
       providing that the insurer will give Landlord ten (10) days prior written
       notice of the cancellation of any of the foregoing policies.

       3)    Contractor shall require all of its subcontractors engaged in the
             Work to provide the following insurance:

                                      G-9
<PAGE>

             a)    Comprehensive General Liability Insurance Including
                   Protective and Contractual Liability Coverages with limits of
                   liability at least equal to the above stated limits.

             b)    Comprehensive Automobile Liability Insurance (covering all
                   owner, non-owned and/or hired motor vehicles to be used in
                   connection with the Work) for not less than the following
                   limits:

                   Bodily Injury:                 $5,000,000 per person
                                                  $5,000,000 per occurrence
                   Property Damage:               $5,000,000 per occurrence

       Upon the request of Landlord, Contractor shall require all of its
       subcontractors engaged in the Work to execute an Insurance Requirements
       agreement in the same form as this Agreement.

       Agreed to and executed this day of , 2000.

Landlord:                     Contractor:

__________________________________________




                                      G-10

<PAGE>


                                    EXHIBIT H

                       Landlord's Nondisturbance Agreement
                       -----------------------------------

           SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


       AGREEMENT  made as of the ___ day  of     ,  200_  between WFP 245 PARK
CO. L.P.  (hereinafter called  "Landlord"),                       (hereinafter
called  "Tenant"),  and  (hereinafter               called
"Subtenant");

                             W I T N E S S E T H:
                             - - - - - - - - - -


       WHEREAS, Landlord is the landlord under that certain lease dated as of
November 20 , 2000 between Landlord, as lessor, and Tenant, as lessee (such
lease, as the same may be amended, modified, extended, renewed, supplanted or
replaced, being hereinafter called the "Overlease"), covering certain premises
(hereinafter called the "Demised Premises") in the building situated at 245 Park
Avenue, New York, New York (hereinafter called the "Building"), on land more
particularly described in Exhibit A annexed hereto; and

       WHEREAS, a portion of the Demised Premises comprised of
(hereinafter called the "Sublease Premises") has been subleased to Subtenant
pursuant to that certain sublease dated as of               , 20__ between
Tenant, as sublessor, and Subtenant, as sublessee (hereinafter called the
"Sublease").

             NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration in hand paid, the parties hereto agree as follows:

       1. So long as Subtenant is not in default, after notice and the lapse of
any applicable grace period, in the performance of any terms, covenants and
conditions to be performed on its part under the Sublease, then in such event:

             (a) Unless any applicable law requires same, Subtenant shall not be
joined as a party defendant in any action or proceeding which may be instituted
or taken by the Landlord for the purpose of terminating the Overlease by reason
of any default thereunder, nor shall such action or proceeding result in a
cancellation, modification or termination of the Sublease;

             (b) Subtenant (and any person or entity claiming through or under
Subtenant) shall not be evicted from the Premises nor shall any of Subtenant's
rights, possession or enjoyment (nor the rights, possession or enjoyment of any
person or entity claiming through or under Subtenant) under the Sublease be
affected in any way by reason of any default under the Overlease, and


                                      H-1
<PAGE>

            (c) Subtenant's leasehold estate under the Sublease shall not be
terminated or disturbed by reason of any default under the Overlease.

       2.   (a) If Landlord shall succeed to the rights of Tenant under the
Sublease by termination of the Overlease or otherwise, Landlord, as Subtenant's
landlord under said Sublease, shall accept Subtenant's attornment and Subtenant
agrees to so attorn and recognize Landlord as Subtenant's landlord under said
Sublease without further requirement for execution and delivery of any
instrument to further evidence the attornment set forth herein. Subtenant or
Landlord will, each upon demand of the other, execute and deliver any instrument
that may be required to evidence such attornment.

            (b) Subject to the provisions of subparagraph 2(c) below, upon any
such attornment and recognition, the Sublease shall continue in full force and
effect as, or as if it were, a direct lease between Landlord and Subtenant upon
all of the then executory terms, conditions and covenants as are set forth in
the Sublease (as the same incorporates by reference the Overlease,
notwithstanding the termination of the Overlease), and shall be applicable after
such attornment, provided, to the extent that Landlord has any rights under the
Overlease which are (x) applicable to the Sublease Premises, (y) in addition to
the rights of the lessor under the Sublease and (z) not in excess of any rights
that Landlord would have had against Tenant if the Sublease Premises were the
only premises leased by Tenant under the Overlease (thus, by way of example,
Subtenant could not be held liable for fixed rent or additional rent in excess
of the Fixed Rent or Additional Charges (as such terms are defined in the
Overlease) allocable to the Sublease Premises on a per rentable square foot
basis, except to the extent that the rental rate provided for in the Sublease on
a per rentable square foot basis is in excess of such Fixed Rent and Additional
Charges), such rights shall be deemed incorporated into the Sublease,
notwithstanding the termination of the Overlease; and provided, further that
Landlord shall not be (i) subject to any credits, offsets, defenses or claims
which Subtenant might have against Tenant which shall have accrued to Subtenant
against Tenant prior to the date upon which Landlord succeeded to the interest
of Tenant under the Sublease; nor (ii) bound by any rent which Subtenant might
have paid for more than one (1) month in advance to Tenant, unless such
prepayment shall have been made with Landlord's prior written consent; nor (iii)
liable for any act or omission of Tenant, except that such non-liability shall
in no way diminish Subtenant's rights under the Sublease with respect to the
continuing failure of Landlord to perform the obligations of Tenant under the
Sublease after the date upon which Landlord succeeds to the interests of Tenant
under the Sublease; nor (iv) bound by any covenant to undertake or complete any
improvement to the Sublease Premises or the Building; nor (v) be required to
account for any security deposit other than any security deposit actually
delivered to Landlord; nor (vi) liable for any payment to Subtenant of any sums,
or the granting to Subtenant of any credit, in the nature of a contribution
towards the cost of preparing, furnishing or moving into the Sublease Premises
or any portion thereof; nor (vii) bound by any amendment, modification or
surrender of the Sublease made without Landlord's prior written consent.
Subtenant waives the provisions of any statute or rule of law now or hereafter
in effect that may give or purport to give it any right or election to terminate
or otherwise adversely affect the Sublease or the obligations of Subtenant

                                      H-2
<PAGE>


thereunder by reason of any action or proceeding brought by or on behalf of
Landlord for the purpose of terminating the Overlease by reason of any default
thereunder.

             (c) Notwithstanding anything to the contrary contained herein, in
the event that the rental rate set forth in the Sublease, on a per rentable
square foot basis (including fixed rent and additional rent on account of real
estate taxes, Operating Expenses and electricity), after taking into account all
rent concessions provided for in the Sublease, is less than the Lease Rent (as
such term is defined in Section 8.17 of the Overlease), the Sublease shall be
deemed to be automatically amended effective as of the date of the
aforementioned attornment and recognition so that from and after the date of
such attornment and recognition, the rental rate payable under the Sublease
shall be the Lease Rent. Subtenant or Landlord will, each upon demand of the
other, execute and deliver an amendment to the Sublease, in form reasonably
satisfactory to Landlord and Subtenant, setting forth such increase in the
rental rate payable under the Sublease to the Lease Rent; provided, however,
that the absence of such written amendment shall not, in any event, affect the
automatic rental increase described herein.

       3.   Intentionally Omitted.

       4. The Sublease now is and shall remain subject and subordinate to the
Overlease and to any ground or underlying lease affecting the Demised Premises
and to all renewals and replacements, extensions, consolidations and
modifications thereof, subject to the terms and conditions of this agreement.

       5. This Agreement shall be binding upon and shall inure to the benefit of
the respective parties hereto, their successor and assigns.

       6.   This  Agreement  may not be  modified  except by an  agreement  in
writing signed by the parties or their respective successors in interest.

       7. Any notice, statement, demand, consent, approval, advice or other
communication required or permitted to be given, rendered or made by any party
hereto to another party hereto, pursuant to this Agreement or pursuant to any
applicable law or requirement of public authority (collectively,
"communications") shall be in writing (except as specifically otherwise provided
elsewhere in this Agreement) and shall be deemed to have been properly given,
rendered or made only if sent by personal delivery, registered or certified mail
(return receipt requested, posted in a United States post office station or
letter box in the continental United States), or nationally recognized overnight
courier, addressed as follows:

                   If to Landlord:

                   WFP 245 PARK CO. L.P.
                   c/o Brookfield Financial Properties, Inc.
                   One Liberty Plaza
                   165 Broadway
                   New York, New York 10006
                   Attention:  Senior Vice-President, Director of Leasing

                                      H-3
<PAGE>

                   with a copy to:

                   WFP 245 PARK CO. L.P.
                   c/o Brookfield Financial Properties, Inc.
                   One Liberty Plaza
                   165 Broadway
                   New York, New York 10006
                   Attention:  General Counsel;

                   if to Subtenant:



                   and with a copy to:



                   and if to Tenant:

                   The Bear Stearns Companies Inc.
                   245 Park Avenue
                   New York, New York  10167
                   Attn: James Lang

                   and with copies to:

                   The Bear Stearns Companies Inc.
                   Legal Department
                   245 Park Avenue
                   New York, NY 10167
                   Attn:  James E. Raved, Esq.

                   and

                   Stroock & Stroock & Lavan LLP
                   180 Maiden Lane
                   New York, NY  10038
                   Attn:  Jacob Bart, Esq.

All such communications shall be deemed to have been given, rendered or made
when delivered and receipted by the party to whom addressed (or the date that

                                      H-4
<PAGE>

such receipt is refused, if applicable). Either party may, by notice as
aforesaid, designate a different address or addresses for communications
intended for.

       IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto.

                        Landlord:
                        WFP 245 PARK CO. L.P.,
                        a Delaware limited partnership

                        By:   WFP 245 Park Co. G.P. Corp.,
                              a Delaware corporation, general partner

                              By:
                                   -------------------------
                                   Name:
                                   Title:

                        Subtenant:
                        [NAME OF SUBTENANT]


                        By:
                             -------------------------------
                             Name:
                             Title:


                        Tenant:
                        [NAME OF TENANT]


                        By:
                             -------------------------------
                             Name:
                             Title:





                                      H-5
<PAGE>

                                    EXHIBIT I

                            Mechanical Specifications
                            -------------------------


Landlord shall provide conditioned interior air quantities to the premises as
described below during Business Hours of Business Days.

Premises shall mean Floors 15 through 20.

Air quantities shall mean the C.F.M. readings at the shaft or supply air duct
before reheat but after volume damper.

Conditioned shall mean supply air temperatures of 530F to 580F at the discharge
of appropriate air handler.

                                 AIR QUANTITIES

------------   --------------------   ------------------   --------------------
Floor                Duct Size               West                  East

15th                  66"x 16"            7,200 CFM             7,200 CFM
16th                  66"x 16"            7,200 CFM             7,200 CFM
17th                  68"x 16"            7,375 CFM             7,375 CFM
18th                  68"x 16"            7,375 CFM             7,375 CFM
19th                  68"x 16"            7,475 CFM             7,475 CFM
20th                  68"x 16"            7,475 CFM             7,475 CFM



                                      I-1

<PAGE>



                                    EXHIBIT J

                          Schedule of Overtime Charges
                          ----------------------------

1.    Overtime Charges
      ----------------

      In accordance with Section 16.01, Landlord shall supply chilled water, hot
water and fresh air as may be required to operate heating, ventilating and air
conditioning systems at times other than on Business Days during Business Hours
at the following charges:


                                                    Minimum Hourly
Floors(s)             Days & Times     Service      Utility        Charges
---------             ------------     -------      -------        -------

15th              6:00 p.m. to 8:00       C*               $83.56
                  a.m. Business Days
                  and all times on
                  non-Business Days

16th-20th         6:00 p.m. to 8:00       C                $83.56
                  a.m. Business Days
                  and all times on
                  non-Business Days

15th              6:00 p.m. to 8:00       H**             $159.83
                  a.m. Business Days
                  and all times on
                  non-Business Days

16th-20th         6:00 p.m. to 8:00        H              $141.00
                  a.m. Business Days
                  and all times on
                  non-Business Days

*                 C = Cooling

**                H = Heating

Tenant shall pay all charges due pursuant to Section 16.01 and this Exhibit
within 30 days after same are billed by Landlord.

                                      J-1
<PAGE>

      2.    Adjustment in Minimum Hourly Utility Charge
            -------------------------------------------

             (a)  For the purpose of this Exhibit:

                   (i) the term "Utility Electric Rate" shall mean, at the time
      in question, the scheduled public utility electricity rate (including all
      surcharges, taxes and fuel adjustments regularly passed on to consumers by
      such public utility, and all other sums payable in respect thereof) which
      is or would be charged to Landlord by such public utility for the supply
      of electric energy to Landlord for the entire Building (including such
      public utility's Time of Day Rates or similar factors affecting the rate
      schedule applicable to the electricity supplied to the Building);

                   (ii) the term "Base Utility Electric Rate" shall mean the
      Utility Electric Rate in effect on the date of the lease;

                   (iii)the term "Utility Steam Rate" shall mean, at the time in
      question, the scheduled public utility steam rate (including all
      surcharges, taxes and fuel adjustments regularly passed on to consumers by
      such public utility, and all other sums payable in respect thereof) which
      is or would be charged to Landlord by such public utility for the supply
      of steam to Landlord for the entire Building;

                   (iv) the term "Base Utility Steam Rate" shall mean the
      Utility Steam Rate in effect on the date of this lease;

             (b) If at any time the Utility Electric Rate shall exceed the Base
Utility Electric Rate, then the original Minimum Hourly Utility Charge shall be
increased by percentages equal to the following:

                                     Cooling          Heating
15th thru 20th Fls.                  100%             18%

of the percentage by which the Utility Electric Rate effective at such time
exceeds the Base Utility Electric Rate."

             (c) If at any time the Utility Steam Rate shall exceed the Base
Utility Steam Rate then the original Minimum Hourly Utility Charge shall be
increased by a percentage equal to the following:

                           Cooling                   Heating

15th thru 20th Fls.        0%                        82%

of the percentage by which the Utility Steam Rate at such time exceeds the Base
Utility Steam Rate.

                                      J-2
<PAGE>


                                    EXHIBIT K

                   Form of Landlord's Consent to Assignment
                             And Assumption of Lease
                             -----------------------

      WFP 245 PARK CO. L.P., having an office at c/o Brookfield Financial
Properties, Inc., One Liberty Plaza, 165 Broadway, New York, New York 10006
(herein called "Landlord"), hereby consents (herein called the "Consent") to the
assignment by ___________________, a corporation, having an office at
__________________ (herein called "Tenant" or "Assignor"), to ___________, a
corporation, having an office at ____________________ (herein called
"Assignee"), of the Lease (herein called the "Lease") dated
_____________________, covering premises (herein called the "Premises") in the
building known as 245 Park Avenue, New York, New York (herein called the
"Building"), such Consent being subject to and upon the following terms and
conditions, to each of which Assignor and Assignee expressly agree:

      1. Neither the giving of this Consent nor anything contained herein or in
the agreement of assignment and assumption executed or to be executed by
Assignor and Assignee (herein called the "Assignment and Assumption Agreement")
shall be construed to modify, waive, impair or affect any of the covenants,
agreements, terms, provisions, obligations or conditions contained in the Lease
(except as herein expressly provided), or to waive any breach thereof, or any
rights of Landlord against any person, firm, association or corporation liable
or responsible for the performance thereof, or to increase the obligations or
diminish the rights of Landlord under the Lease, or to increase the rights or
diminish the obligations of Tenant thereunder, or to, in any way, be construed
as giving Assignee any greater rights than the original Tenant named in the
Lease would be entitled to, and all covenants, agreements, terms, provisions and
conditions of the Lease are hereby mutually declared to be in full force and
effect.

      2. Except as otherwise provided in Article 8 of the Lease, the giving of
this Consent shall not be construed either as a consent by Landlord to, or as
permitting, any other or further assignment of the Lease, whether in whole or in
part, or any subletting of the Premises, or as a waiver of the requirement of
obtaining Landlord's consent thereto; and notwithstanding anything to the
contrary contained in the Lease, except as otherwise provided in Article 8
thereof, Assignee shall not, without the prior written consent of Landlord in
each instance, assign the Lease or this Consent or sublet the Premises or any
part thereof.

      3. Assignor and Assignee hereby agree that the provisions of Article 8 of
the Lease, shall, notwithstanding this Consent, continue to be binding upon
Assignor and Assignee with respect to all future assignments and transfers of
the Lease and sublets of the Premises.

      4. Assignor hereby agrees that the obligations of Assignor under the Lease
and this Consent shall not be discharged or otherwise affected by reason of the
giving or withholding of any consent or approval for which provision is made in
the Lease, or by reason of any amendment or modification of the Lease hereafter
entered into by Landlord and Assignee.

                                      K-1
<PAGE>

      5. Assignee, for Assignee and its successors and assigns, hereby (a)
accepts the assignment, by Assignor, of Tenant's interest in and to the Lease,
(b) recognizes all of the covenants, agreements, terms, provisions, obligations
and conditions contained in the Lease and hereby assumes all of said terms,
provisions, agreements, covenants, obligations and conditions of the Lease on
the part of Tenant to be kept, observed and performed from and after the
effective date of the assignment*/, (c) assumes and agrees to pay the Fixed
Rent, Additional Charges, damages and all other sums now and**/ hereafter
payable by Tenant under the Lease, and (d) agrees to keep and perform, and to
permit no violation of, each and every covenant, agreement, term, provision,
obligation and condition therein set forth on the part of Tenant to be kept,
observed and performed from and after the effective date of the assignment***/.

      6. Assignor and Assignee shall be and remain jointly and severally liable
and responsible, at all times during the term of the Lease (a) for the payment
of Fixed Rent, Additional Charges, damages and all other sums now and hereafter
payable by Tenant thereunder, and (b) for the performance of all of the
covenants, agreements, terms, provisions, obligations and conditions of the
Lease on the part and on behalf of Tenant to be kept, performed and observed.

      7. The giving of this Consent shall not be deemed or serve to release
Tenant named in the Lease or any successor in interest to said Tenant from any
liability, obligation or duty which such Tenant or such successor in interest
may have.

      8. The giving of this Consent shall not result in any liability on the
part of Landlord for the payment of any commissions or fees in connection with
the proposed assignment transaction herein contemplated by Assignor and
Assignee; Assignor and Assignee hereby covenant and agree that Landlord is not
and will not be responsible for the payment of any commissions or fees in
connection with the aforesaid assignment transaction and they each agree to
indemnify and hold Landlord harmless from and against any claims, liability,
losses or expenses, including reasonable attorneys' fees and court costs,
incurred by Landlord in connection with any claims for a commission or fee by
any broker, agent or finder in connection with said assignment transaction.

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

 */ This language to be inserted unless the assignee is a purchaser of all or
 substantially all of Tenant's assets or a successor to Tenant by merger,
 acquisition, consolidation or change of control.

 **/ This language to be deleted unless the assignee is a purchaser of all or
 substantially all of Tenant's assets or a successor to Tenant by merger,
 acquisition, consolidation or change of control.

 ***/ This language to be inserted unless the assignee is a purchaser of all or
 substantially all of Tenant's assets or a successor to Tenant by merger,
 acquisition, consolidation or change of control.

                                      K-2
<PAGE>

      9. Assignor and Assignee hereby represent, covenant and warrant to
Landlord that no compensation or other consideration of any kind other than as
set forth in the Assignment and Assumption Agreement has been or is payable by
Assignee to Assignor in connection with the aforesaid assignment.

      10. Assignor and Assignee hereby agree that (a) an executed original or
duplicate original of the Assignment and Assumption Agreement has been or will
be furnished to Landlord within three (3) Business Days after the date hereof;
and (b) Landlord is not a party to the Assignment and Assumption Agreement and
is not bound by the provisions thereof, and recognize that accordingly Landlord
has not, and will not, review or pass upon any of the provisions of the
Assignment and Assumption Agreement.

      11. Any violation by Assignor or Assignee of any of the covenants,
agreements, terms, provisions and conditions hereof, shall constitute a
violation of the covenants, agreements, terms, provisions and conditions of the
Lease by the tenant thereunder entitling Landlord to all of the rights and
remedies therein provided; it being agreed and understood that mention in this
Consent of any particular remedy shall not preclude Landlord from any other
remedy in law that shall be permitted by the terms of the lease or in equity.

      12. Landlord shall be under no obligation to commence proceedings or
exhaust any of its remedies against Assignee before proceeding against Assignor,
or against Assignor before proceeding against Assignee, for any redress provided
for in the Lease or this Consent or at law or equity.

      13. In the event of any conflict between the provisions of (i) the Lease
or this Consent and (ii) the Assignment and Assumption Agreement the provisions
of the Lease or this Consent shall prevail unaffected by the provisions of the
Assignment and Assumption Agreement. In the event of any conflict between the
provisions of this Consent and the provisions of the Lease, the provisions of
the Lease shall prevail unaffected by the provisions of this Consent.

      14. This Consent may not be changed orally, but only by an agreement in
writing signed by the party against whom enforcement of any change is sought.

      15. This Consent shall not be binding upon  Landlord  unless and until
it is signed by Landlord.





                                      K-3
<PAGE>




      IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed as of the _____________ day of , 20__.

                        LANDLORD:

                        WFP 245 PARK CO. L.P.

                        By:   WFP 245 PARK CO. G.P. Corp., its general partner

                              By:
                                    ------------------------
                                    Name:
                                    Title:


                        TENANT:

                        By:
                              ------------------------------
                              Name:
                              Title:

                        FEDERAL IDENTIFICATION NO.:
                        --------------------------

                        ASSIGNEE:

                        By:
                              ------------------------------
                              Name:
                              Title:






                                      K-4
<PAGE>





                                    EXHIBIT L

                             Cleaning Specification
                             ----------------------

SCHEDULE OF SERVICE
-------------------

Cleaning will be done daily, Monday through Friday, except for Union Holidays
(in the applicable union contract for cleaning staff). Blitz Cleaning is a
limited exception, however:

                  Although there is no cleaning on New Year's Day, President's
                  Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
                  Day and Christmas Day, reduced services ("Blitz Cleaning") are
                  provided on the other holidays (e.g., Good Friday, Columbus
                  Day, and the Day After Thanksgiving). In Blitz Cleaning, a
                  skeleton crew, including a day porter, empties wastebaskets
                  and ash trays, removes rubbish in tenanted areas, and provides
                  some basic services in the common areas.

Cleaning Times: 6 PM through 6 AM.

SUPERVISION
-----------

A cleaning supervisor will verify that work has been completed in tenant
premises, lights turned off, doors locked, and offices left in a neat condition
for the next day's business. The cleaning staff will be instructed to keep
Tenant's Premises locked during cleaning and to admit only other cleaning staff
authorized to be within them.

FLOOR CARE
----------

Carpeted floors and rugs will be vacuumed nightly. Hard floors (including
ceramic tile, stone, terrazzo, wood and the like) and resilient flooring
(linoleum, rubber and asphalt tile) will be swept nightly.

OFFICE CLEANING
---------------

Nightly, cleaners will:

     o      Dust and wipe clean all desk tops, telephones and office equipment;
            empty and damp wipe clean all ashtrays.

     o      Dust and wipe clean all uncluttered office furniture, including
            desks, file cabinets, credenzas, and bookcases, as well as wall
            fixtures, window sills and convector enclosure tops. They will wash
            the sills and convector tops when accessible and necessary.

                                      L-1
<PAGE>

     o      Empty all waste receptacles and replace plastic waste can liners
            when necessary.

     o      Clean all water fountains and coolers, removing all fingerprints and
            smudges.

     o      Sweep or vacuum clean, as appropriate, all private stairwells.

As often as necessary to maintain a clean appearance, the cleaning contractor
will:

     o      Dust all chair rails, trims and baseboards within reach.

     o      Clean all metal and remove finger marks.

HIGH DUSTING
------------

Certain procedures ("High Dusting") will be performed quarterly:

     o      Dust all pictures frames, charts, and similar wall hangings not
            reached in nightly cleaning.

     o      Dust all vertical surfaces, such as walls, partitions, doors and
            bucks and other surfaces not reached in nightly cleaning.

     o      Dust all pipes, ventilating, heating and air conditioning louvers,
            grates, grills, ducts, high moldings and all other high areas not
            reached in nightly cleaning.

     o      Dust all exterior surfaces of lighting fixtures including bulbs,
            glass, lenses and plastic or metal enclosures.

     o      Dust and inspect all venetian blinds.

CORE LAVATORIES
---------------

Every night a porter will:

     o      Sweep and wash lavatory floors using approved disinfectants. Machine
            scrubbing will be done weekly.

     o      Wash and disinfect both sides of all toilet seats.

     o      Scour, wash and disinfect all basins, bowls and urinals using an
            odorless disinfectant.

                                      L-2
<PAGE>

     o      Wash and polish all mirrors, powder shelves, bright work fixtures
            and enameled surfaces, including flushometer piping and toilet seat
            hinges.

     o      Dust and clean, washing where necessary, all partitions, tile walls,
            dispensers and receptacles in lavatories. Every two weeks, a porter
            will wash and polish all wall tiles and stall surfaces.

     o      Fill all toilet tissue holders with tissue furnished by Landlord.
            Throughout each business day, a porter or matron will maintain an
            adequate supply of tissue, paper towels, hand soap, the towels and
            soap to be supplied by Landlord's cleaning contractor at Tenant's
            expense. The porter or matron will also police the lavatory and
            maintain it in a neat, orderly condition throughout the day.

     o      Empty and damp clean paper towel receptacles and sanitary napkin
            disposal receptacles.

     o      Wash waste cans and receptacles in lavatories when necessary but at
            least once a week. Replace plastic waste can liners weekly.

GLASS CLEANING
--------------

All exterior and interior windows will be cleaned, weather permitting,
quarterly. Mail chute glass and floor directory glass will also be cleaned
quarterly.

ADDITIONAL CLEANING SERVICES
----------------------------

Any services not listed above will be solely at Tenant's expense. In particular,
this includes:

     o      Washing and /or waxing non-carpeted flooring; spotting and
            shampooing carpeting.

     o      The cleaning, maintaining and furnishing of lavatory supplies for
            private (non-core) lavatories.

     o      Washing and relamping of all light fixtures.

     o      Cleaning any interior glass other than windows, mail chutes and
            directories.

     o      Exterminating in Tenant's Premises (to be done by Landlord's
            contractor).

     o      Any cleaning and related rubbish removal for computer rooms,
            training rooms, copy centers/rooms, cafeterias, kitchens, pantries
            or any other areas used for the preparation, distribution, or
            consumption of food.

                                      L-3
<PAGE>

                                    EXHIBIT M

                                 Long Lead Work
                                 --------------

         "Long Lead Work" shall mean any item of work, materials and/or
equipment, including, without limitation, cooling towers and related equipment,
emergency generators and related equipment, electrical switch gear and related
equipment, certain low tension voice or data cabling, furnishings, cafeteria
equipment, and U.P.S. systems, which is:

         (a)not a stock item and must be  specially  manufactured,  fabricated
and/or installed; or

         (b)of such a unique, unusual, delicate, or fragile nature that there is
a substantial risk that (i) there will be a delay in its manufacture,
fabrication, delivery or installation, or (ii) after such delivery such item
will need to be reshipped or redelivered, so that in Landlord's reasonable
judgment the item(s) in question cannot be completed within the applicable
21-month or 27-month period, as the case may be, even though the item(s) of
work, material and/or equipment in question are (A) ordered together with the
other items required for the work with respect to Tenant's improvements and
betterments and (B) then installed or performed (after the manufacture or
fabrication thereof) in the order and sequence that such items of work and other
items of work in question are normally installed and/or performed in accordance
with good construction practice.










<PAGE>


                                    EXHIBIT N

                              Alternate Electricity
                              ---------------------

         During such period that (i) Tenant is performing construction in any
portion of the Premises (other than the Premises initially demised hereunder;
i.e., floors 15 through 20) to prepare the same for Tenant's initial occupancy
thereof and prior to the installation and operation of Tenant's computers and
other business machinery therein, and (ii) the submeters and other equipment
required to supply such portion of the Premises with electric current on a
submetering basis is not operational, Tenant shall pay to Landlord an amount
equal to the product of (x) $.00274 multiplied by (y) the rentable square foot
area of such portion of the Premises and (z) the number of days work is being
performed in such portion of the Premises (hereinafter called the "Construction
Electric Amount") as Additional Charges for the supply by Landlord of electric
current to such portion of the Premises. The Construction Electric Amount shall
be increased from time to time in the same percentage as the rates pursuant to
which Landlord shall purchase electric current from the public utility shall
increase (whether such increase occurs prior to or during the term of the
lease).

         During such period of time that (i) Tenant shall have installed and
commenced the operation of its computers and other business machinery and (ii)
the submeters and other equipment required to supply such portion of the
Premises with electric current on a submetered basis is not operational or
Landlord is obligated to furnish electricity to such portion of the Premises on
a "rent inclusion" basis, Tenant shall pay Additional Charges for electric
current computed in the same manner as that set forth in Article 15, to wit an
amount per KWH equal to 105% of the amount at which Landlord from time to time
purchases each KWH of electricity, except that Tenant's consumption of electric
current in such portion of the Premises shall be determined by surveys performed
from time to time by Landlord's reputable, independent electrical consultant
whose cost shall be shared equally by Landlord and Tenant, of the electrical
equipment and fixtures and use of current in such portion of the Premises.

         The determination of Tenant's consumption of electric current in such
portion of the Premises by Landlord's reputable, independent electrical
consultant shall be binding and conclusive on Landlord and on Tenant from and
after the delivery of copies of such determination to Landlord and Tenant,
unless within thirty (30) days after the delivery of such copies, Tenant
disputes such determination. If Tenant disputes the determination, it shall, at
its own expense, obtain from a reputable, independent electrical consultant its
own survey of Tenant's electrical lighting and power load and hours of use
thereof. Within thirty (30) days after Tenant shall have obtained and delivered
such survey to Landlord, Tenant's consultant and Landlord's consultant shall
attempt to agree on a finding of such determination. If they cannot agree, they
shall choose a third reputable independent electrical consultant whose cost
shall be shared equally by Landlord and Tenant, to prepare a similar survey of
Tenant's consumption of electric current in such portion of the Premises. The
determination by such third electrical consultant shall be controlling. If
Tenant's consultant and Landlord's consultant cannot agree on such third

                                      N-1
<PAGE>

consultant, within twenty (20) days after the expiration of the aforesaid thirty
(30) day period, then either party may apply to the Supreme Court in the County
of New York for the appointment of such third consultant. Pending the final
determination of Tenant's consumption of electric current consumed in such
portion of the Premises, Tenant shall pay to Landlord Additional Charges for
electricity in accordance with the determination of Landlord's electrical
consultant, provided, however, if the amount of Additional Charges determined by
mutual agreement by Landlord's consultant and Tenant's consultant or by such
third electrical consultant as aforesaid is different from that determined by
Landlord's electrical consultant, then Landlord and Tenant shall make adjustment
for any deficiency owed by Tenant or overage paid by Tenant pursuant to the
decision of Landlord's electrical consultant. Landlord shall promptly refund to
Tenant the amount of any excess payment with interest thereon from the date of
such overpayment at the Prime Rate; provided, however, if the sum paid by Tenant
pursuant to this Exhibit N for the period in question is more than 110% of the
amount to be paid by Tenant as finally agreed to or determined, the interest on
the overpayment by Tenant shall be at the annual rate of two (2) percentage
points over the Prime Rate. If Landlord shall fail to refund to Tenant any
amount payable to Tenant pursuant to this Exhibit N within thirty (30) days
after the final agreement or determination is made, then Landlord shall, after
Tenant has given Landlord five (5) Business Days prior notice of its interest to
do so, permit Tenant to credit such amount against subsequent payments of Rent.








                                      N-2
<PAGE>


                                    EXHIBIT O

                        First Offer Availability Schedule
                        ---------------------------------


FLOOR                  TENANT         EXPIRATION DATE        NATURE OF RIGHT

21                   Xerox Corp.          4/30/13         2 five year renewal
                                                          terms

22                   Xerox Corp.          4/30/13         2 five year renewal
                                                          terms

23                   Xerox Corp.          4/30/13         2 five year renewal
                                                          terms




                                      O-1

<PAGE>


                                    EXHIBIT P

                               Negative Covenants
                               ------------------

         Pursuant to that certain lease between Landlord and Xerox Corporation
dated as of June 1, 1997, for so long as Xerox Corporation or an affiliate of
Xerox Corporation is the tenant under such lease, Landlord will not lease any
retail space on the ground floor of the Building for any use involving the sale
or leasing of office (or home office) equipment and services (excluding computer
and telecommunication equipment, and any equipment and businesses in which Xerox
is not involved) or to a competitor of Xerox.


                                      P-1

<PAGE>



                                    EXHIBIT Q

                                 HVAC Roof Space
                                 ---------------

                                 [See Attached]


                                      Q-1

<PAGE>



                            WFP 245 PARK CO. L.P.,

                                                                        Landlord

                                       and



                       THE BEAR STEARNS COMPANIES INC.

                                                                          Tenant



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

                                  OFFICE LEASE

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

Premises:   245 Park Avenue
            New York, New York
            Floors 15 - 20




<PAGE>


                                TABLE OF CONTENTS



                                                                           Page
                                                                           ----

ARTICLE 1     Demised Premises; Term; Fixed Rent.............................1

ARTICLE 2     Use of Premises................................................5

ARTICLE 3     Additional Rent................................................9

ARTICLE 4     First Offer...................................................22

ARTICLE 5     Extended Terms................................................32

ARTICLE 6     Subordination, Notice to Superior Lessors and Mortgagees......34

ARTICLE 7     Quiet Enjoyment...............................................37

ARTICLE 8     Assignment, Subletting and Mortgaging.........................37

ARTICLE 9     Compliance with Laws..........................................59

ARTICLE 10    Insurance.....................................................61

ARTICLE 11    Rules and Regulations.........................................64

ARTICLE 12    Alterations...................................................65

ARTICLE 13    Landlord's and Tenant's Property..............................73

ARTICLE 14    Repairs and Maintenance.......................................75

ARTICLE 15    Electric Energy...............................................78

ARTICLE 16    Landlord's Services...........................................81

ARTICLE 17    Cleaning and Security.........................................87

ARTICLE 18    Access and Name of Building...................................88

ARTICLE 19    Antenna.......................................................92

ARTICLE 20    Notice of Occurrences.........................................95

ARTICLE 21    Non-Liability and Indemnification.............................95

ARTICLE 22    Damage or Destruction.........................................97

                                      -i-
<PAGE>


ARTICLE 23    Eminent Domain...............................................103

ARTICLE 24    Surrender....................................................105

ARTICLE 25    Conditions of Limitation.....................................106

ARTICLE 26    Re-Entry by Landlord.........................................109

ARTICLE 27    Damages......................................................110

ARTICLE 28    Affirmative Waivers..........................................113

ARTICLE 29    No Waivers...................................................114

ARTICLE 30    Curing Defaults..............................................114

ARTICLE 31    Broker.......................................................115

ARTICLE 32    Notices......................................................115

ARTICLE 33    Estoppel Certificates........................................116

ARTICLE 34    Arbitration..................................................117

ARTICLE 35    Memorandum of Lease..........................................119

ARTICLE 36    Miscellaneous................................................120

ARTICLE 37    Holdover.....................................................123

ARTICLE 38    Definitions..................................................126




                                      -ii-
<PAGE>



                                    EXHIBITS
                                    --------

Exhibit A     -     Description of Land
Exhibit B     -     Floor Plans of Office Floors
Exhibit C     -     List of Floor Areas
Exhibit D-1   -     Form of Aetna Non-Disturbance Agreement
Exhibit D-2   -     Form of Merrill Lynch Non-Disturbance Agreement
Exhibit D-3   -     Form of Superior Mortgagee Non-Disturbance Agreement
Exhibit D-4   -     Form of Superior Lessor Non-Disturbance Agreement
Exhibit E     -     Form of Landlord's Consent to Sublease
Exhibit F     -     Rules and Regulations
Exhibit G     -     Alteration Rules and Regulations
Exhibit H     -     Landlord's Nondisturbance Agreement
Exhibit I     -     Mechanical Specifications
Exhibit J     -     Schedule of Overtime Charges
Exhibit K     -     Form of Landlord's Consent to Assignment
Exhibit L     -     Cleaning Specifications
Exhibit M     -     Long-Lead Work
Exhibit N     -     Alternate Electricity
Exhibit O     -     First Offer Availability Schedule
Exhibit P     -     Negative Covenants
Exhibit Q     -     HVAC Roof Space



                                     -iii-
<PAGE>




                                 INDEX OF TERMS


10 Year Sublease Space....................................54
5 Year Sublease Space.....................................54
600 Amp Service...........................................86
AAA......................................................119
Abbreviated Term..........................................25
Additional Charges.........................................4
Aetna....................................................126
Aetna Mortgage...........................................126
Affiliate................................................126
Alterations...............................................65
Alterations Security......................................67
Alterations Security Release Documents....................68
Alterations Security Release Installment..................68
Alterations Security Release Request......................67
Antenna...................................................93
Antenna Equipment.........................................92
Antenna Space.............................................92
Anticipated Completion Date..............................101
Anticipated Completion Date Notice.......................101
Article 4 Landlord's Work.................................23
Assessed Valuation.........................................9
Assessed Valuation of the Land and the Building...........10
Assignment Document.......................................42
Assignment Profit.....................................55, 57
Assignment Recapture Offer Notice.........................42
Assignment Recapture Period...............................42
Audit Representative......................................21
Base Rent.................................................22
Basic Restoration.........................................99
Bathroom Repair Work......................................24
Broker...................................................115
Building...................................................1
Building Manager.........................................122
Building Systems..........................................61
Business Days.............................................82
Business Hours............................................82
Casualty Consultant......................................101
Combined Article 4 Work...................................24
Commencement Date..........................................1
Commencement Date of the First Extended Term..............32
Commencement Date of the Second Extended Term.............32
communications...........................................115
Competitor................................................49
Conditional Assignment Consent Request Notice.............42
Conditional Sublease Consent Request Notice...............44
Consumer Price Index.....................................126
control...................................................39
Date of the Taking.......................................103
Day Trading Parlor.........................................9
Deemed Anticipated Completion Date.......................101
Deemed Revised Date......................................102
Disaster Functions........................................99
DKB......................................................127
Dry Cooler Equipment......................................85
Electric Capacity.........................................78
Eligible Sublease.........................................58
Eligible Subtenant........................................58
Essential Casualty.......................................100
Essential Restoration Completion Date....................100
Event of Default.........................................106
Excess Space..............................................37
Existing Lease.............................................2
Expiration Date............................................1
Extended Term.............................................32
Extension Election Notice.................................32
Extra Cleaning............................................88
First Extended Term.......................................32
First Five Year Option....................................32
First Offer Availability Schedule.........................29
First Offer Space.........................................31
Fixed Rent.................................................4
for substantially all of the balance
  of the term of this lease...............................44
full insurable value.....................................100
Hoist.....................................................91
Holdover..................................................96

                             -iv-
<PAGE>

Holdover Stub Amount.....................................124
HVAC Roof Space...........................................85
Improvements Demolition Work..............................97
Improvements Restoration Work.............................97
Induction Unit Work.......................................23
Initial 10 Year Profit Period.............................54
Initial 5 Year Profit Period..............................54
Initial Alterations Request...............................66
Initial Assignment Profit Period..........................54
KWH.......................................................79
Land.......................................................1
Landlord...................................................1
Landlord Developed Occupant...............................41
Landlord Developed Prospect...............................51
Landlord Party............................................96
Landlord's Actual Freight Costs...........................83
Landlord's Casualty Termination Notice...................100
Landlord's Conditional Assignment Consent.................42
Landlord's Conditional Sublease Consent...................44
Landlord's Non-Disturbance Agreement......................58
Landlord's Notice.........................................22
Landlord's Profit Share...................................55
Landlord's Sublease Recapture Notice......................44
Lease Rent................................................59
LLC.......................................................39
Local Law #5..............................................72
Long Lead Work...........................................127
Mandatory Recapture Rental Alternative....................26
Mandatory Recapture Space.................................25
Merrill Lynch............................................127
Merrill Lynch Mortgage...................................127
Microwave Antenna.........................................92
Microwave Antennas........................................92
Modified Plan.............................................66
mortgage.................................................127
mortgagee................................................127
Net Worth.................................................25
Non-Conforming Terms......................................26
Non-Contributory Work.....................................24
Nondisturbance Agreement..................................36
Non-Essential Casualty...................................100
Non-Essential Restoration Completion Date................100
Non-Material Alterations..................................65
Operating Expense.........................................18
Operating Expenses........................................12
Operating Payment.........................................18
Operating Statement.......................................18
Operating Year............................................18
Option....................................................32
Other Communications Equipment............................94
out-of-pocket expenses...................................127
out-of-pocket-costs......................................127
Partial Floor.............................................22
person...................................................127
Potential Offer Space.....................................22
Pre-Existing Special Alterations..........................74
Premises...................................................1
Premises Base Building Elements...........................59
Prime Rate...............................................127
Qualifying Lease.........................................125
Qualifying Lease Notice..................................125
Quotient..................................................79
Records...................................................21
Rejected Offer Space......................................28
rentable square feet.....................................128
Rents......................................................4
requirements of insurance bodies.........................128
Revised Date.............................................102
Revised Date Notice......................................102
Roof User.................................................94
Rooftop Installations.....................................94
Rules and Regulations.....................................64
Second Alterations Request................................66
Second Extended Term......................................32
Second Five Year Option...................................32
Second Opportunity Inquiry................................28
Second Opportunity Notice.................................28
Second Special Alterations Inquiry........................74
Service Entities..........................................40
Seventh Amendment..........................................2
Severance Agreement......................................126
Short Term Sublease.......................................41
Special Alterations.......................................74
Special Alterations Inquiry...............................74
Statement.................................................20
Sublease Document.........................................44
Sublease Losses...........................................47
Sublease Profit...........................................55
Sublease Recapture Offer..................................44
Sublease Recapture Offer Notice...........................43
Sublease Recapture Period.................................44
Sublease Term.............................................55
substantially all of the Premises.........................44
substantially more favorable than.........................52
Superior Lease............................................35
Superior Lessor...........................................35
Superior Mortgage.........................................35
Superior Occupant.........................................83
Superior Party............................................35
Superior Party's Notice...................................35
Tax Payment...............................................34
Tax Statement.............................................10
Tax Year..................................................10
Taxes......................................................9
Tenant.....................................................1
Tenant Non-Delivery Act....................................2
Tenant Party..............................................96
Tenant's Assignment Recapture Waiver Notice...............45
Tenant's Cleaning Contractors.............................88
Tenant's Costs............................................56
Tenant's Deemed Consent Notice............................50
Tenant's Meters...........................................78
Tenant's Notice...........................................24
Tenant's Profit Share.....................................55
Tenant's Property.........................................75
Tenant's Proportionate Operating Share....................18
Tenant's Proportionate Tax Share..........................10
term of this lease.......................................128
Unavoidable Delays.......................................128
usable area..............................................128
Vacated Premises...........................................2
Window Work...............................................24

                             -v-

<PAGE>