INTERNATIONAL PLAZA ASSOCIATES L.P.


                                    Landlord,



                             US WIRELESS DATA, INC.


                                     Tenant.









                                      LEASE






Premises:         750 Lexington Avenue
                  Entire 20th Floor
                  New York, New York 10022





<PAGE>


                                TABLE OF CONTENTS

Article                                                                     Page


1.       Premises; Term...................................................... 1
2.       Commencement of Term................................................ 2
3.       Rent................................................................ 2
4.       Use................................................................. 4
5.       Alterations, Fixtures............................................... 5
6.       Repairs............................................................. 7
7.       Floor Load; Noise................................................... 8
8.       Laws, Ordinances, Requirements of Public Authorities................ 9
9.       Insurance.......................................................... 10
10.      Damage by Fire or Other Cause...................................... 12
11.      Assignment, Subletting, Mortgaging................................. 13
12.      No Liability of Landlord and Indemnity by Tenant................... 22
13.      Moving of Heavy Equipment.......................................... 24
14.      Condemnation....................................................... 25
15.      Entry, Right to Change Public Portions of the Building............. 26
16.      Conditional Limitations, Etc....................................... 27
17.      Mechanic's Liens................................................... 32
18.      Landlord's Right to Perform Tenant's Obligations................... 33
19.      Covenant of Quiet Enjoyment........................................ 33
20.      Excavation......................................................... 33
21.      Services and Equipment............................................. 34
22.      Escalation......................................................... 36
23.      Electricity........................................................ 44
24.      Broker............................................................. 46
25.      Subordination and Ground Lease..................................... 46
26.      Estoppel Certificate............................................... 49
27.      Waiver of Jury Trial............................................... 49
28.      Surrender of Premises.............................................. 49
29.      Rules and Regulations.............................................. 50
30.      Successors and Assigns and Definitions............................. 51
31.      Notices............................................................ 52
32.      No Waiver; Entire Agreement........................................ 52
33.      Captions........................................................... 54
34.      Inability to Perform............................................... 54
35.      No Representations by Landlord..................................... 54
36.      Rent Control....................................................... 55
37.      Late Payment Charges............................................... 55
38.      Security Deposit................................................... 56
39.      Landlord's Contribution............................................ 58




                                       ii
<PAGE>

                          TABLE OF CONTENTS (continued)


Article                                                                     Page


         Testimonium and Signature.......................................... 60
         CERTIFICATE OF ACKNOWLEDGMENT...................................... 61
         SCHEDULE A - Floor Plan............................................ 62
         SCHEDULE B - Description of Land................................... 63
         SCHEDULE C - Rules and Regulations ................................ 65
         SCHEDULE D - Definitions .......................................... 71
         SCHEDULE E - Cleaning Specification................................ 74











































                                      iii
<PAGE>


     INDENTURE OF LEASE made this 22nd day of May, 2000,  between  INTERNATIONAL
PLAZA  ASSOCIATES  L.P., a New York limited  partnership,  having offices at 750
Lexington  Avenue,  New York, New York 10022  ("Landlord") and US WIRELESS DATA,
INC., a California corporation,  having an office at 805 Third Avenue, New York,
New York 10022 ("Tenant").


                              W I T N E S S E T H :



                                    ARTICLE 1

                                 Premises; Term


     Landlord  hereby leases to Tenant and Tenant hereby hires from Landlord the
entire 20th floor ("Demised  Premises") as shown  crosshatched on the floor plan
(Schedule A) attached hereto,  in the office building known as and by the street
number 750 Lexington Avenue, in the Borough of Manhattan,  City and State of New
York ("Building"), located on the land more particularly described on Schedule C
attached  hereto  ("Land"),  upon  and  subject  to  the  terms,  covenants  and
conditions hereafter set forth.

     TO HAVE AND TO HOLD the Demised  Premises unto Tenant for a term commencing
on June 1, 2000  (the  "Commencement  Date")  and  ending  on May 31,  2010 (the
"Expiration  Date"),  or on such earlier date upon which said term may expire or
terminate  pursuant  to any of the  conditions  or  covenants  of this  Lease or
pursuant to law.

     IT IS  MUTUALLY  COVENANTED  AND  AGREED  between  Landlord  and  Tenant as
follows:





<PAGE>


                                    ARTICLE 2

                              Commencement of Term


     Section 2.01.  The term of this Lease and the payment of minimum rent shall
commence on the Commencement  Date and Landlord shall deliver  possession of the
Demised Premises on the Commencement Date vacant and broom clean. Landlord shall
have no obligation to perform any work in connection  with preparing the Demised
Premises for Tenant's occupancy.

     Section 2.02. Tenant has fully inspected the Demised Premises,  is familiar
with the  condition  thereof and agrees to accept  possession of the same on the
Commencement Date in its then "As Is" condition, except as otherwise provided in
this Lease.

     Section 2.03.  If prior to the  Commencement  Date,  Tenant shall enter the
Demised Premises to make any installations,  Landlord shall have no liability or
obligation for the care or preservation of Tenant's property,  unless due to the
negligence of Landlord, its employees, agents or contractors.



                                    ARTICLE 3

                                      Rent


     Section  3.01.  Tenant  shall pay,  as rent for the Demised  Premises,  the
following:

          (a) a fixed minimum rent (the "minimum rent") at the following  annual
     rates:

               (i)  $608,400 per annum (or $50,700 per month) for the first five
          (5)  years   following  the   Commencement   Date,   provided  if  the
          Commencement  Date is not the first day of a month,  then the  minimum
          rent for such month shall be prorated; and

               (ii)  $666,900 per annum (or $55,575 per month) for the last five
          (5) years of the term hereof; and




                                       2
<PAGE>


          (b) all other sums and charges required to be paid by Tenant under the
     terms of this Lease (including without limitation, the payments required to
     be made under  Article 22),  which shall be deemed to be and are  sometimes
     referred to hereafter as additional rent.

     Section 3.02.  Notwithstanding  the provisions of Section 3.01 hereof,  and
provided Tenant is not then in default hereunder, Tenant shall be entitled to an
abatement  of the minimum  rent only in the amount of $50,700 per month for each
of the  1st,  2nd  and  3rd  months  following  the  Commencement  Date.  Tenant
acknowledges that the consideration for the aforesaid  abatement of minimum rent
is Tenant's  agreement to perform all of the terms,  covenants and conditions of
this Lease on its part to be performed. Therefore, if Tenant shall default under
any of the monetary terms, covenants and conditions, the aggregate amount of all
minimum rent that was abated shall immediately thereafter become due and payable
by Tenant to Landlord.  In the event of Tenant's  failure to pay such  aggregate
amount to Landlord,  Landlord  shall be entitled to the same rights and remedies
as in the event of Tenant's  default in the payment of minimum  rent.  Except as
otherwise expressly set forth herein, Tenant shall be required to pay additional
rent and all other sums from and after the Commencement Date.

     Section  3.03.   The  minimum  rent  shall  be  payable  in  equal  monthly
installments in advance on the first day of each and every month during the term
of this  Lease,  except  that the  amount  of  $50,700  shall  be paid  upon the
execution  of this Lease and applied in payment of the minimum  rent for the 4th
month of the term following the Commencement Date.

     Section  3.04.  Tenant  shall pay the minimum rent and  additional  rent in
lawful money of the United States which shall be legal tender for the payment of
all debts,  public and private, at the time of payment Landlord and Tenant agree
that, from and after the Commencement  Date,  Tenant shall pay all minimum rent,
additional  rent and other  amounts  now due or  hereafter  to become due to the
Landlord or its agents as provided for in this Lease (as and w hen due) directly
to the following lock-box account:

                  International Plaza Associates, L.P.
                  P.O. Box 41040
                  Newark, New Jersey 07101-8007

All rent checks shall be made payable to International Plaza Associates, L.P.

     Section  3.05.  The minimum  rent and  additional  rent shall be payable by
Tenant without any set-off, abatement or deduction whatsoever and without notice
or demand, except as may be otherwise expressly set forth herein.






                                       3
<PAGE>


                                    ARTICLE 4

                                       Use


     Section  4.01.  Tenant shall use and occupy the Demised  Premises  only for
administrative, executive and general business office and host computer facility
purposes.

     Section 4.02.  Notwithstanding the provisions of Section 4.01, Tenant shall
not use or allow the use of the Demised  Premise or any part thereof for (1) the
cooking  and/or  sale of food,  except  Tenant may install up to two (2) vending
machines  for use by Tenant's  employees  only;  (2) storage for purpose of sale
and/or sale of any alcoholic  beverage in the Demised Premises;  (3) storage for
and/or  sale of any product or material  from the  Demised  Premise  (except for
vending  machines);  (4)  manufacturing  or printing  purposes  (other than such
incidental  printing as Tenant may perform in connection with the conduct of its
usual operation); (5) conduct of a school or training facility or conduct of any
business which results in the presence of the general public; (6) conduct of the
business of an employment or executive search or personnel  agency;  (7) conduct
of any public  auction,  gathering  meeting or  exhibition;  (8)  occupancy by a
foreign,   United   States,   state   municipal   or   other   governmental   or
quasi-governmental  body,  agency or department or any authority or other entity
which is affiliated  therewith or controlled thereby and which has diplomatic or
sovereign immunity or the like with respect to a commercial lease; (9) messenger
or delivery service (excluding Tenant's own employees); (10) public stenographer
or typist;  (11) telephone or telegraph  agency;  (12) a company  engaged in the
business of renting office(s) or desk space; (13) medical offices or laboratory;
(14) travel agency; (15) dating service;  or (16) a restaurant;  (17) as a night
club,  discotheque,  arcade  or like  kind  establishments;  (18) as a public or
quasi-public health facility,  radiation treatment facility, methadone clinic or
other drug related clinic;  abortion clinic, or for any practice conducted in or
through  the  format  of a clinic;  (19) as a pawn  shop;  (20) as an  off-track
betting parlor;  (21) as a homeless  shelter,  soup kitchen or similar use; (22)
for the sale or display of pornographic  products or services;  (23) for the use
or storage of flammable liquids or chemicals (unless incidental to permitted use
or the  cleaning of the  Demised  Premises  by  Tenant's  employees);  (24) as a
funeral  parlor;  (25) for the sale or grooming of pets; or (26) for any form of
spiritualist services, such as fortune telling or reading.

     Section  4.03.  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 Demised Premises,  or any part thereof,  and if failure



                                       4
<PAGE>


to secure such license or permit would in any way affect  Landlord,  Tenant,  at
its expense,  shall duly procure and thereafter  maintain such license or permit
and submit the same for inspection by Landlord. Tenant shall at all times comply
with  the  terms  and  conditions  of each  such  license  or  permit.  Landlord
represents that it has a valid Certificate of Occupancy for the Building and the
use set forth in Section 4.01 does not violate the same.

     Section  4.04.  Tenant  shall not at any time use or  occupy,  or suffer or
permit anyone to use or occupy,  the Demised Premises,  or do or permit anything
to be done in the Demised Premises, in violation of the Certificate of Occupancy
for the Demised  Premises or for the Building,  and will not permit or cause any
act to be done or any  condition to exist on the Demised  Premises  which may be
dangerous  unless  safeguarded as required by law, or which in law constitutes a
nuisance,  public or private,  or which may make void or voidable any  insurance
then in force covering the Building and building equipment.



                                    ARTICLE 5

                              Alterations, Fixtures



















                                       5
<PAGE>


     Section 5.01.  Tenant,  without  Landlord's  prior  consent,  shall make no
structural alterations, decorations,  installations,  additions, or improvements
("work") in or to the  Demised  Premises  including,  but not limited to a water
cooler,  an  air-conditioning  or cooling system, or any unit or part thereof or
other  apparatus  of like  or  other  nature,  paneling,  partitions,  railings,
mezzanine  floors,  galleries  and the  like,  and then only by  contractors  or
mechanics  approved by Landlord.  However,  subject to Landlord's  consent which
shall not be unreasonably  withheld or delayed,  Tenant may make  non-structural
interior  work. All such work shall be done at Tenant's sole expense and at such
times and in such manner as Landlord may from time to time designate and in full
compliance with all  governmental  authorities  having  jurisdiction  thereover.
Workers' compensation and public liability and property damage insurance, all in
amounts and with companies  and/or forms  reasonable  satisfactory  to Landlord,
shall be provided and at all times maintained by Tenant's contractors engaged in
the performance of the work, and before proceeding with the work, certificates o
f such insurance  shall be furnished to Landlord.  If any contractor  other than
Landlord shall perform any such work, such contractor shall be first approved by
Landlord,  and as a  condition  for  Landlord's  approval,  Tenant  shall pay to
Landlord  ten  (10%)  percent  of  the  cost  of  such  work  for   supervision,
coordination,  and other expenses incurred by Landlord in connection  therewith.
However,  such ten (10%)  percent  charge  shall not be  applicable  to Tenant's
initial work in the Demised Premises.  Upon completion of the work, Tenant shall
deliver  to  Landlord  full  scale  "as  built"  plans  for  the  same.   Tenant
acknowledges  that  the  ICIP  Program  (as  hereinafter   defined)  may  impose
requirements  with  respect to the hiring and  training  practices,  among other
matters,  of contractors and  subcontractors  engaged to perform certain work in
the Building for Tenant  (collectively,  herein called "Tenant's  Contractors").
Tenant shall use Tenant's  Contractors  (subject to  Landlord's  approval)  that
qualify  under  the  applicable   requirements  of  the  ICIP  Program  for  the
performance  of Tenant's  initial  work and any  subsequent  alterations  to the
Demised Premises and Tenant will require Tenant's Contractors to comply with the
provisions of the ICIP Program.  If Landlord is notified of any violation of the
ICIP Program by Tenant's Contractors, Landlord shall promptly advise Tenant, and
Tenant  shall  take all  necessary  actions  to cure such  violations.  All work
affixed  to the  realty or if not so  affixed  but for which  Tenant  shall have
received a credit  shall  become the property of Landlord and shall remain upon,
and be surrendered  with,  the Demised  Premises as a part thereof at the end of
the term or any renewal or extension term, as the case may be, without allowance
to Tenant or charge to Landlord,  unless Landlord elects  otherwise on notice to
Tenant given at any time prior to or on any  termination  or  expiration of this
Lease (but in no event less than thirty (30) days prior  thereto) or any renewal
or extension thereof. If Landlord shall elect otherwise,  then such work or such
portion thereof as Landlord shall elect, shall be removed by Tenant's and Tenant
shall  repair any damage to the portion of the Demised  Premises  caused by such
removal,  at Tenant's  expense,  at or prior to any termination or expiration of
this Lease. If any Building facilities or services, including but not limited to
air-conditioning and ventilating equipment installed by Landlord,  are adversely



                                       6
<PAGE>

affected or damage by reason of the work by Tenant, Tenant at its expense, shall
repair  such  damage and shall  correct  the work so as to prevent  any  further
damage or adverse effect on such facilities or services.

     Section 5.02.  Prior to commencing  any work requiring  Landlord's  consent
pursuant to the provisions of Section 5.01, Tenant shall furnish to Landlord:

          (a) Plans and specifications for the work.  Landlord to respond to the
     same within twenty (20) days of submission.

          (b) Copies of all governmental permits and authorizations which may be
     required in connection with such work.

          (c) A certificate  evidencing that Tenant (or Tenant's contractor) has
     procured workmen's  compensation insurance covering all persons employed in
     connection with the work who might assert claims for death or bodily injury
     against  Overlandlord,  as defined in Article 25, Landlord,  Tenant, or the
     Building.

          (d) Such  additional  personal  injury and property  damage  insurance
     (over and above the insurance  required to be carried by Tenant pursuant to
     the provisions of Section 9.03) as Landlord may reasonably  require because
     of the nature of the work to be done by Tenant.

          (e)  Except  with  respect  to  Tenant's  initial  work  or  any  work
     thereafter  costing  less  than  $75,000.00,   a  bond  or  other  security
     satisfactory to Landlord in the amount of one hundred ten (110%) percent of
     the cost of the work to insure the  completion of such work.

     Section  5.03.  Where  furnished by or at the expense of Tenant all movable
property,  furniture,  furnishings and trade fixtures  ("personalty") other than
those affixed to the realty shall remain the property of and shall be removed by
Tenant on or prior to any  termination or expiration of this Lease,  and, in the
case of damage by reason of such removal, Tenant, at Tenant's expense,  promptly
shall  repair  the  damage.  If  Tenant  does not  remove  any such  personalty,
Landlord, at its election, (a) may cause the personalty to be removed and placed
in storage at Tenant's expense or (b) may,  following the expiration of ten (10)
business days of the Expiration  Date, treat the personalty as abandoned and may
dispose of the  personalty  as it sees fit without  accounting to Tenant for any
proceeds realized upon such disposal.

     Section 5.04. Tenant agrees that the exercise of its rights pursuant to the
provisions  of this  Article 5 shall not be done in a manner  which would create
any work stoppage,  picketing, labor disruption or dispute or violate Landlord's
union  contracts  affecting  the Land  and/or  Building  or  interfere  with the
business of Landlord or any Tenant or occupant of the Building.  In the event of
the  occurrence  of any condition  described  above arising from the exercise by
Tenant of its right  pursuant to the provisions of this Article 5, Tenant shall,
immediately  upon  notice  from  Landlord,  cease the manner of exercise of such
right  giving rise to such  condition.  In the event  Tenant fails to cease such
manner of  exercise  of its rights as  aforesaid,  Landlord,  in addition to any
rights  available  to it under this Lease and  pursuant  to law,  shall have the




                                       7
<PAGE>


right to injunction without notice.  With respect to Tenant's work, Tenant shall
make all arrangements for, and pay all expenses incurred in connection with, use
of the freight elevators servicing the Demised Premises during those hours other
than as provided in Section 21.01 (a).



                                    ARTICLE 6

                                     Repairs


     Section 6.01.  Tenant shall take good care of the Demised  Premises and the
fixtures and appurtenances therein,  including the on-floor portion of the HVAC,
and at its sole cost and expense make all repairs  thereto as and when needed to
preserve  them in good working  order and  condition.  However,  Tenant,  at its
expense,  shall only make repairs to the  Building  standard  HVAC,  mechanical,
plumbing  and  electrical  systems  within  the  Demised  Premises,  due  to the
negligence or willful acts of Tenant, its agents, contractors and employees. All
damage or injury to the  Demised  Premises or the  Building  or to any  building
equipment  caused by Tenant  moving  property  in or out of the  Building  or by
installation  or removal of personalty or resulting from  negligence or improper
conduct of Tenant, its employees, agents, contractors,  customers,  invitees and
visitors, shall be repaired, promptly by Tenant at Tenant's expense, and whether
or  not  involving   structural  changes  or  alterations,   to  the  reasonable
satisfaction   of  Landlord.   All  repairs   shall  include   replacements   or
substitutions where necessary and shall be at least equal to the quality,  class
and value of the property repaired, replaced or substituted and shall be done in
a good and workmanlike manner.

     Section  6.02.  Landlord,  at its  expense,  shall  make  all  repairs  and
replacements,  structural and otherwise, to the exterior and public portions and
utility  and other  systems of the  Building  and the Demised  Premises,  unless
Tenant is required to make them under the  provisions  of Section  6.01.  Tenant
shall notify Landlord of the necessity for any repairs for which Landlord may be
responsible  under  the  provisions  of this  Section.  Landlord  shall  have no
liability to Tenant 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  Demised  Premises,  or in or to the
fixtures,  equipment or appurtenances  of the Building or the Demised  Premises.
However,  Landlord shall use reasonable  efforts to make such repairs or changes
in a manner to minimize  any  interference  with the normal  conduct of Tenant's
business in the Demised  Premises,  provided  Landlord  shall not be required to
employ overtime or premium labor.

     Section  6.03.  Tenant  shall  not store or place  any  materials  or other
obstructions  in the lobby or other public  portions of the Building,  or on the
sidewalk abutting the Building.

     Section  6.04.  Landlord  represents  that on the  Commencement  Date,  the
Building standard HVAC, on-floor portion of the HVAC,  mechanical,  plumbing and
electrical systems within the Demised Premises will be in good working order.



                                       8
<PAGE>





                                   ARTICLE 7

                               Floor Load; Noise


     Section  7.01.  Tenant shall not place a load upon any floor of the Demised
Premises  which  exceeds the load per square foot (50 lbs.) which such floor was
designed to carry and which is allowed by law.

     Section  7.02.  Business  machines and  mechanical  equipment  belonging to
Tenant  which  cause  noise,  vibration  or  any  other  nuisance  that  may  be
transmitted to the structure or other portions of the Building or to the Demised
Premises,  to such a degree as to be  objectionable  to  Landlord  in a material
respect or which  interfere  with the use or enjoyment by other tenants of their
premises or the public portions of the Building,  shall be placed and maintained
by Tenant,  at Tenant's  expense,  in  settings  of cork,  rubber or spring type
vibration eliminators sufficient to minimize noise or vibration.


                                    ARTICLE 8

              Laws, Ordinances, Requirements of Public Authorities


     Section 8.01.

          (a)  Tenant,  at its  expense,  shall  comply  with all laws,  orders,
     ordinances,  rules and regulations and directions of Federal, State, County
     and Municipal  authorities and departments thereof having jurisdiction over
     the  Demised  Premises  and  the  Building  ("Governmental   Requirements")
     referable  to  Tenant  or the  Demised  Premises  arising  by reason of (i)
     Tenant's particular use or particular manner of use of the Demised Premises
     (in  contradistinction  to its use merely as offices) or any  installations
     made therein by or at Tenant's request, or (ii) any default by Tenant under
     this Lease.

          (b)  Landlord,   at  its  expense,   shall  comply  with  Governmental
     Requirements relating to the public portions of the Building or the Demised
     Premises  provided  that Tenant is not  obligated to comply with them under
     the  provisions  or  subdivision  (a) of  this  Section.  Landlord,  at its
     expense,  may contest the  validity of any  Governmental  Requirements  and
     postpone compliance therewith pending such contest.

     Section 8.02.  If Tenant  receives  written  notice of any violation of any
Governmental  Requirements  applicable  to the Demised  Premises,  it shall give
prompt notice thereof to Landlord.

     Section  8.03.  Tenant will not clean,  nor allow any window in the Demised
Premises to be  cleaned,  from the  outside in  violation  of Section 202 of the
Labor Law or the rules of the Board of  Standards  and  Appeals or of any of the
board or body having or asserting jurisdiction.

     Section 8.04. Landlord represents that on the Commencement Date the Demised
Premises will be in compliance with the applicable Governmental Requirements.






                                       9
<PAGE>


                                    ARTICLE 9

                                    Insurance


     Section 9.01.  Tenant shall not do or permit to be done any act or thing in
or upon the Demised  Premises  which will  invalidate or be in conflict with the
Certificate  of Occupancy  for the  Building or the terms of insurance  policies
covering the Building and the property and equipment therein; and Tenant, at its
expense,  shall comply with all rules,  orders,  regulations and requirements of
the New  York  Board of Fire  Underwriters  or any  other  similar  body  having
jurisdiction,  and of the insurance  carriers,  relating to Tenant's  particular
manner of use of the  Demised  Premises,  and shall not  knowingly  do or permit
anything to be done in or upon the Demised  Premises in a manner which increases
the rate of insurance for the Building or any property or equipment therein over
the rate in effect on the Commencement Date.

     Section 9.02.  If, solely by reason of Tenant's  failure to comply with the
provisions  of Section 9.01 or any of the other  provisions  of this Lease,  the
rate of insurance  for the  Building or the  property and  equipment of Landlord
shall be higher than on the Commencement  Date, Tenant shall pay to Landlord any
additional or increased insurance premiums resulting  therefrom  thereafter paid
by Landlord, and Tenant shall make such payment forthwith on demand of Landlord.
In any action or proceeding  wherein Landlord and Tenant are parties, a schedule
or "make up" of any insurance rate for the Building or Demised  Premises  issued
by the New  York  Fire  Insurance  Exchange,  or  other  body  established  fire
insurance  rates for the  Building,  shall be  conclusive  evidence of the facts
therein stated and of the several items and charges in the insurance  rates then
applicable to the Building or Demised Premises.

     Section 9.03.

          (a) Tenant covenants to provide on or before the Commencement Date and
     to keep in force during the term hereof the following insurance coverage:

               (i) For the  benefit of  Landlord,  Tenant and  Overlandlord  (as
          defined in Article  25), a commercial  policy of  liability  insurance
          protecting  and  indemnifying  Landlord,  Tenant and the  Overlandlord
          against  any and all claims for  personal  injury,  death or  property
          damage  occurring  upon,  in or about the  Demised  Premises,  and the
          public portions of the Building used by Tenant, its employees, agents,
          contractors,  customers,  invitees  and  visitors  including,  without
          limitation,  personal injury,  death or property damage resulting from
          any work  performed  by or on behalf of Tenant,  with  coverage of not
          less than  $5,000,000.00  combined  single limit for personal  injury,




                                       10
<PAGE>


          death and property  damage  arising out of one occurrence or accident.
          This  obligation  may be  achieved  by  both a  primary  and  umbrella
          policies.

               (ii) Fire and  extended  coverage in an amount  adequate to cover
          the  cost  of  replacement  of  all  of  Tenant's  personal  property,
          fixtures,  furnishing  and equipment,  including  Tenant's work as set
          forth in Section 5.01, located in the Demised Premises.

          (b)  All  such  insurance  shall  (i)  be  effected  under  valid  and
     enforceable   policies,   (ii)  be  issued  by   insurers   of   recognized
     responsibility  authorized  to do business in the State of New York,  (iii)
     contain a provision  whereby the insurer agrees not to cancel the insurance
     without  twenty  (20) days'  prior  written  notice to  Landlord,  and (iv)
     contain a  provision  that no act or  omission  of Tenant  shall  result in
     forfeiture of the insurance as against Landlord.

     On or before the  Commencement  Date,  Tenant  shall  deliver  to  Landlord
duplicate  originals of the aforesaid  policies or  certificates  evidencing the
aforesaid  insurance  coverage,  and renewal  policies or certificates  shall be
delivered to Landlord at least thirty (30) days prior to the expiration  date of
each policy with proof of payment of the premiums thereof.

     Section 9.04.  Landlord and Tenant shall each secure an appropriate  clause
in, or an endorsement upon, each fire or extended coverage policy obtained by it
and  covering  the  Building,  the Demised  Premises or the  personal  property,
fixtures  and  equipment  located  therein  or  thereon,  pursuant  to which the
respective insurance companies waive subrogation or permit the insured, prior to
any loss,  to agree with a third party to waive any claim it might have  against
said third party.  The waiver of  subrogation  or  permission  for waiver of any
claim herein before referred to shall extend to the agents of each party and its
employees and, in the case of Tenant, shall also extend to all other persons and
entities occupying or using the Demised Premises in accordance with the terms of
this lease.  If and to the extent that such waiver or permission can be obtained
only upon payment of an additional  charge,  then the party benefitting from the
waiver or  permission  shall pay such charge upon demand,  or shall be deemed to
have agreed that the party obtaining the insurance coverage in question shall be
free of any further  obligations  under the provisions  hereof  relating to such
waiver or permission.

     Subject to the foregoing  provisions  of this Section 9.04,  and insofar as
may be  permitted  by the terms of the  insurance  policies  carried by it, each
party hereby releases the other with respect to any claim (including a claim for
negligence)  which it  otherwise  might have  against  the other party for loss,
damage or  destruction  with respect to its  property by fire or other  casualty
(including rental value or business interruption,  as the case may be) occurring
during the term of this lease.



                                       11
<PAGE>

                                   ARTICLE 10

                          Damage by Fire or Other Cause

     Section 10.01.  If the Demised  Premises or the Building shall be partially
damaged by fire (or other hazards included in extended coverage  endorsements to
fire insurance  policies  covering  property in the City of New York) the damage
shall be promptly  repaired  by and at the  expense of Landlord  and the minimum
rent and all additional  rent provided in Article 22 until such repairs shall be
made shall be apportioned according to the part of the Demised Premises which is
usable by Tenant.  Landlord shall have no responsibility to repair any damage to
Tenant's   work  (as  referred  to  in  Section   5.01),   the  same  being  the
responsibility of the Tenant. No penalty shall accrue for delays which may arise
by reason of adjustment  of insurance by Landlord,  unavoidable  delays,  or any
other cause beyond Landlord's  reasonable  control.  Tenant shall give immediate
notice to Landlord in case of fire or other damage to the Demised  Premises.  If
the Demised Premises are totally or substantially damaged or are rendered wholly
or  substantially  untenantable  by  fire or any  such  other  casualty,  and if
Landlord decides not to restore or rebuild the same, or if the Building shall be
so damaged that  Landlord  shall decide to demolish it or to rebuild it (whether
or not the Demised  Premises shall have been damaged),  Landlord at its election
may, within ninety (90) days after such fire or other casualty, notify Tenant of
such  decision,  and  thereupon  the term of this Lease shall expire by lapse of
time upon the third  (3rd) day after  such  notice is given,  and  Tenant  shall
vacate and surrender the Demised  Premises to Landlord,  and Tenant shall not be
liable for rent accruing after the date of such casualty (any advance rent shall
be refunded to Tenant).  Furthermore,  if more than thirty (30%)_of the rentable
square feet of the Demised  Premises  shall be damaged by fire or other casualty
during the last two (2) years of the term hereof,  either Landlord or Tenant may
terminate  this Lease by written  notice to the other  within  thirty  (30) days
after such fire or other casualty, and thereupon the term hereof shall expire on
the thirtieth (30th) date after such notice is given and Tenant shall vacate and
surrender  the  Demised  Premises to  Landlord.  Notwithstanding  the  foregoing
provisions of this Section 10.01,  if Landlord does not  substantially  complete
such repairs  within six (6) months from the date of such  casualty,  Tenant may
elect to  terminate  this  Lease by  notice  to  Landlord  within  ten (10) days
following  the  expiration  of such time period,  and thereupon the term of this
Lease shall expire on the thirtieth  (30th) day after such notice is given,  and
Tenant  shall vacate and  surrender  the Demised  Premises to  Landlord,  unless
within  such  thirty  (30) day period,  Landlord  substantially  completes  such
restoration  or  rebuilding in which event this Lease shall remain in full force
and  effect.  Tenant  hereby  waives the  provisions  of Section 227 of the Real
Property  Law, and the  provisions  of this Article  shall govern and control in
lieu thereof.

     Section 10.02. No damages or compensation  shall be payable by Landlord nor
shall  Tenant make any claim for  inconvenience,  loss of business or  annoyance
arising from any repair or restoration of any portion of the Demised Premises or
of the Building.  Landlord shall use reasonable  efforts to perform such repairs
promptly  and in such  manner  to  minimize  interference  with the  conduct  of
Tenant's  business  in the  Demised  Premises,  provided  Landlord  shall not be
required to employ overtime or premium labor.



                                       12
<PAGE>

                                   ARTICLE 11

                       Assignment, Subletting, Mortgaging


     Section 11.01.  Tenant,  for itself,  its heirs,  distributees,  executors,
administrators,   legal  representatives,   successors  and  assigns,  expressly
covenants that it shall not, by operation of law or otherwise,  assign, mortgage
or  encumber  this  Lease,  nor  underlet,  nor  suffer,  nor permit the Demised
Premises or any part thereof to be used or occupied by others, without the prior
written consent of Landlord in each instance.  If this Lease be assigned,  or if
the  Demised  Premises  or any part  thereof be  underlet or occupied by anybody
other than Tenant,  Landlord may, after default by Tenant, collect rent from the
assignee,  undertenant  or occupant,  and apply the net amount  collected to the
rent herein reserved, but no assignment,  underletting,  occupancy or collection
shall  be  deemed a waiver  of the  provisions  hereof,  the  acceptance  of the
assignee,  undertenant  or occupant  as tenant,  or a release of Tenant from the
further  performance  by  Tenant  of  covenants  on the  part of  Tenant  herein
contained. The consent by Landlord to an assignment or underletting shall not in
any wise be  construed  to relieve  Tenant from  obtaining  the express  written
consent of Landlord to any other or further assignment,  subletting, mortgage or
encumbrance.  In no event shall any permitted  sublessee  assign or encumber its
sublease or further sublet all or any portion of its sublet space,  or otherwise
suffer or permit the sublet  space or any part thereof to be used or occupied by
others, without Landlord's prior written consent in each instance.

     Section 11.02.  Subject to Sections 11.07 and 11.11 below,  if Tenant shall
at any time or times  during the term of this Lease  desire to assign this Lease
or sublet all or part of the Demised Premises,  Tenant shall give notice thereof
to Landlord, which notice shall be accompanied by (a) a conformed or photostatic
copy of the proposed assignment or sublease,  the effective or commencement date
of which  shall be not less than  twenty  (20) nor more than 180 days  after the
giving of such notice,  (b) a statement  setting forth in reasonable  detail the
identity of the proposed  assignee or subtenant,  the nature of its business and
its proposed use of the Demised Premises,  and (c) current financial information
with  respect  to  the  proposed  assignee  or  subtenant,   including,  without
limitation,  its most recent  financial  report.  Such notice shall be deemed an
offer from Tenant to Landlord whereby Landlord (or Landlord's  designee) may, at
its option, (i) sublease such space  (hereinafter  called the "Leaseback Space")
from Tenant upon the terms and conditions hereinafter set forth (if the proposed
transaction is a sublease of all or more than  thirty-five  (35%) percent of the
Demised  Premises  for  all  or  substantially  all of the  term  hereof),  (ii)
terminate this Lease if the proposed  transaction is an assignment or a sublease



                                       13
<PAGE>


(whether by one sublease or a series of related or unrelated  subleases)  of all
or substantially all of the Demised Premises for all or substantially all of the
term hereof,  or (iii)  terminate this Lease with respect to the Leaseback Space
if the proposed transaction is a sublease of more than thirty-five (35%) percent
of the Demised  Premises for all or substantially  all of the term hereof.  Said
options  may be  exercised  by  Landlord  by notice to Tenant at any time within
twenty  (20) days after such  notice has been given by Tenant to  Landlord;  and
during such twenty (20) day period Tenant shall not assign this Lease nor sublet
such space to any person.  Upon Landlord's failure to respond to Tenant's notice
within such twenty (20) day period,  Landlord  shall be deemed to have  approved
the proposed assignment or sublease.

     Section 11.03. If Landlord  exercises its option to terminate this Lease in
the case where Tenant desires either to assign this Lease or sublet  (whether by
one sublease or a series of related or unrelated subleases) all or substantially
all of the Demised  Premises  for all or  substantially  all of the term hereof,
then, this Lease shall end and expire on the date that such assignment or sublet
was to be effective  or  commence,  as the case may be, and the minimum rent and
additional rent shall be paid and apportioned to such date.

     Section 11.04. If Landlord  exercises its option to terminate this Lease in
part in any case where  Tenant  desires to sublet  more than  thirty-five  (35%)
percent of the Demised Premises for all or substantially all of the term hereof,
then,  (a) this  Lease  shall end and  expire  with  respect to such part of the
Demised Premises on the date that the proposed sublease was to commence; and (b)
from and after such date the minimum rent and additional rent shall be adjusted,
based  upon  the  proportion  that the  rentable  area of the  Demised  Premises
remaining  bears to the total  rentable  area of the Demised  Premises;  and (c)
Landlord shall pay the costs incurred by Landlord in physically  separating such
part of the Demised  Premises  from the balance of the Demised  Premises  and in
complying with any laws and requirements of any public  authorities  relating to
such separation.

     Section  11.05.  If Landlord  exercises  its option to sublet the Leaseback
Space,  such sublease to Landlord or its designee (as subtenant) shall be at the
lower of (i) the  rental  rate per  rentable  square  foot of  minimum  rent and
additional  rent then  payable  pursuant  to this Lease or (ii) the  rentals set
forth in the  proposed  sublease,  and shall be for the same term as that of the
proposed subletting, and such sublease:

          (a) 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;



                                       14
<PAGE>


          (b) shall be upon the same terms and conditions as those  contained in
     the proposed  sublease,  except such as are irrelevant or inapplicable  and
     except as otherwise expressly set forth to the contrary in this Section;

          (c) 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  Leaseback  Space or any part or parts of the
     Leaseback  Space  and  to  make  any  and  all  changes,  alterations,  and
     improvements  in the space covered by such sublease at no cost or liability
     to Tenant and if the proposed  sublease will result in all or substantially
     all of the Demised  Premises  being sublet,  grant Landlord or its designee
     the option to extend the term of such  sublease for the balance of the term
     of this Lease less one (1) day;

          (d) 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 the Leaseback Space or any
     part thereof and shall also provide in substance that any such alterations,
     decorations  and  installations  in the Leaseback 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 Tenant
     shall have no further  obligation or responsibility  for the same, and such
     assignee or subtenant,  at its expense,  shall repair any damage and injury
     to that portion of the  Leaseback  Space so sublet  caused by such removal;
     and

          (e) 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
     purpose or purposes that Landlord, in Landlord's  uncontrolled  discretion,
     shall deem  suitable or  appropriate,  (iii) Tenant,  at Tenant's  expense,
     shall and will at all times provide and permit reasonably appropriate means
     of ingress to and egress  from the  Leaseback  Space so sublet by Tenant to
     Landlord or its designee so long as Tenant's property is safeguarded,  (iv)
     Landlord,  at its expense,  may make such alterations as may be required or
     deemed  necessary by Landlord to physically  separate the  Leaseback  Space
     from the  balance of the Demised  Premises  and to comply with any laws and
     requirements of public  authorities  relating to such  separation,  and (v)
     that at the expiration of the term of such sublease, Tenant will accept the
     Leaseback Space in its then existing condition,  subject to the obligations
     of the  sublessee  to make such  repairs  thereto  as may be  necessary  to
     preserve  the  Leaseback  Space in good order and  condition,  and  further



                                       15
<PAGE>

     subject  to  Tenant  not  having  any  obligation  to  deliver  same at the
     expiration of this Lease in the condition other than which it was delivered
     by such sublessee.

     Section 11.06.

          (a) If Landlord  exercises its option to sublet the  Leaseback  Space,
     Landlord  shall  indemnify and save Tenant  harmless  from all  obligations
     under this Lease as to the Leaseback  Space during the period of time it is
     so sublet to Landlord.

          (b) Performance by Landlord, or its designee,  under a sublease of the
     Leaseback  Space  shall be deemed  performance  by  Tenant  of any  similar
     obligation  under this Lease and any default under any such sublease  shall
     not give rise to a default  under a similar  obligation  contained  in this
     Lease,  nor shall  Tenant be liable  for any  default  under  this Lease or
     deemed to be in  default  hereunder  if such  default is  occasioned  by or
     arises  from any act or omission  of the tenant  under such  sublease or is
     occasioned  by or arises from any act or omission of any  occupant  holding
     under or pursuant to any such sublease.

          (c) Tenant  shall have no  obligation,  at the  expiration  or earlier
     termination  of  the  term  of  this  Lease,   to  remove  any  alteration,
     installation  or  improvement  made in the  Leaseback  Space  by  Landlord,
     Landlord's designee or such occupant of the Leaseback Space.

     Section 11.07.  In the event Landlord does not exercise an option  provided
to it pursuant to Section  11.02 and  provided  that Tenant is not in default of
any of Tenant's obligations under this Lease,  Landlord's consent (which must be
in writing and in form  reasonably  satisfactory  to  Landlord)  to the proposed
assignment or sublease  shall not be  unreasonably  withheld,  provided and upon
condition that:

          (a) Tenant shall have  complied  with the  provisions of Section 11.02
     and Landlord shall not have exercised any of its options under said Section
     11.02 within the time permitted therefor;

          (b) The  proposed  assignee or  subtenant is engaged in a business and
     the Demised  Premises,  or the  relevant  part  thereof,  will be used in a
     manner  which is  limited  to any of the  uses  expressly  permitted  under
     Sections 4.01 and 4.02 of this Lease;





                                       16
<PAGE>


          (c) The proposed  assignee or subtenant is with  sufficient  financial
     worth  considering  the  responsibility  involved,  and  Landlord  has been
     furnished with reasonable proof thereof;

          (d) Neither (i) the proposed assignee or sublessee nor (ii) any person
     which,  directly or  indirectly,  controls,  is  controlled  by or is under
     common  control  with,  the  proposed  assignee  or  sublessee,  is then an
     occupant  of any part of the  Building,  provided  comparable  space in the
     Building is available for leasing by Landlord;

          (e) The  proposed  assignee  or  sublessee  is not a person  with whom
     Landlord is currently negotiating to lease space in the Building;

          (f) The proposed sublease shall be in form reasonably  satisfactory to
     Landlord and shall comply with the provisions of this Article.

          (g) At any one time there  shall not be more than four (4)  subtenants
     (including Landlord or its designee) in the Demised Premises;

          (h) The  amount  of the  aggregate  rent  to be  paid by the  proposed
     subtenant is not less than the rental and other terms and conditions or the
     sublease are the same as those contained in the proposed sublease furnished
     to Landlord pursuant to Section 11.02;

          (i) Tenant shall reimburse Landlord on demand for any reasonable costs
     that are actually  incurred by Landlord in connection  with said assignment
     or sublease,  including, without limitation, the reasonable 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 such costs do not exceed $2,500
     with respect to any one transaction; and

          (j) Tenant shall not have (i)  advertised in any way the  availability
     of the Demised Premises without prior notice to Landlord,  (ii) listed on a
     non-exclusive  basis the Demised Premises for subletting or assignment with
     a broker, agent or representative other than the then managing agent or the
     Building  or other  designated  by  Landlord  for not less than ninety (90)
     days,  or (iii)  listed  the  Demised  Premises  in any  public  media  for
     subletting  or  assignment,  at a rental rate less than the minimum rent or
     additional  rent at which Landlord is then offering to lease other space in
     the Building.  In the event the proposed  assignee or sublessee is procured
     by  Landlord's  managing  agent or  designated  party,  then in such event,
     Landlord shall consent to such request to assign or sublet to such assignee
     or sublease.


                                       17
<PAGE>


     Except for any subletting by Tenant to Landlord or its designee pursuant to
the provisions of this Article,  each subletting  pursuant to this Article shall
be subject to all of the covenants, agreements, terms, provisions and conditions
contained in this Lease. Further,  except for any such subletting to Landlord or
its designee,  any such subletting to any other subtenant  and/or  acceptance of
rent or additional  rent by Landlord from any  subtenant,  Tenant shall and will
remain fully liable for the payment for the minimum rent and additional rent 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
Demised  Premises  by Tenant or any  person  claiming  through  or under  Tenant
(except  as  provided  in  Section  11.05)  shall  or will be made  except  upon
compliance with and subject to the provisions of this Article. If Landlord shall
decline to give its  consent  to any  proposed  assignment  or  sublease,  or if
Landlord  shall  exercise any of its options under Section  11.02,  Tenant shall
indemnify,  defend and hold harmless Landlord against and from any and all loss,
liability,  damages,  costs and expenses  (including  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  claiming a commission
or similar  compensation in connection with the proposed assignment or sublease,
except if such  declination  is willful or in violation of law.  Notwithstanding
the  foregoing,  subject to Landlord's  consent which shall not be  unreasonably
withheld or delayed,  Tenant may initially  sublet up to thirty (30%) percent of
the Demised  Premises,  subject to the  provisions of this paragraph and Section
11.09,  provided a duly executed counterpart of such sublease in form acceptable
to  Landlord  is  delivered  to  Landlord  at least ten (10)  days  prior to its
effective date. In such event, the recapture provisions in Section 11.02 and the
provisions of Section 11.10 shall not be applicable.

     Subject to the provisions of the immediate  above  paragraph and of Section
11.09,  Tenant,  without Landlord's consent, may sublease all or any part of the
Demised Premises to a subsidiary,  affiliate,  or other entity  controlled by or
under  common  control  with Tenant or a successor  by merger or  consolidation,
provided a duly executed  counterpart of such sublease,  in form satisfactory to
Landlord, is delivered to Landlord at least ten (10) days prior to its effective
date.

     Section 11.08.  In the event that (a) Landlord fails to exercise any of its
options under  Section 11.02 and consents to a proposed  assignment or sublease,
and (b) Tenant fails to execute and deliver the  assignment or sublease to which
Landlord  consented  within  sixty (60) days  after the giving of such  consent,



                                       18
<PAGE>


then,  Tenant shall again comply with all of the  provisions  and  conditions of
Section  11.02  before  assigning  this Lease or  subletting  all or part of the
Demised Premises.

     Section  11.09.  With  respect  to each and every  sublease  or  subletting
authorized by Landlord under the provisions of this Lease, it is further agreed:

          (a) No subletting  shall be for a term 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 such
     sublease has been delivered to Landlord;

          (c) Each sublease shall provide that it is subject and  subordinate to
     this  Lease  and  to the  matters  to  which  this  Lease  is or  shall  be
     subordinate,  and that in the event of termination,  re-entry 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 (i) be liable for any  previous  act or omission of Tenant  under
     such  sublease,  (ii) be subject to any offset,  not expressly  provided in
     such sublease,  which thereto accrued to such subtenant  against Tenant, or
     (iii) be bound by any  previous  modification  of such  sublease  or by any
     previous prepayment of more than one month's rent.

     Section 11.10.  If the Landlord shall give its consent to any assignment of
this Lease or to any sublease,  Tenant shall in consideration  therefor,  pay to
Landlord, as additional rent:

          (a) in the case of an  assignment,  an amount equal to one-half of all
     sums and other  considerations  paid to Tenant  by the  assignee  for or by
     reason of such assignment  (excluding any  consideration  for computer host
     facility)  (including,  but not  limited  to,  sums  paid  for the  sale of
     Tenant's   fixtures,   leasehold   improvements,    equipment,   furniture,
     furnishings or other personal property within the Demised  Premises,  less,
     in the case of a sale  thereof,  the then fair market value  thereof).  The
     sums payable under this Section  11.10(a)  shall be paid to Landlord as and
     when paid by the assignee to Tenant; and



                                       19
<PAGE>


          (b) in the case of a  sublease,  an amount  equal to  one-half  of any
     rents,  additional charge or other consideration payable under the sublease
     to Tenant by the  subtenant  which is in  excess  of the  minimum  rent and
     additional  rent accruing during the term of the sublease in respect of the
     subleased  space (at the rate per square foot payable by Tenant  hereunder)
     pursuant to the terms hereof (excluding any consideration for computer host
     facility) (including,  but not limited to, sums paid for the sale or rental
     of Tenant's fixtures, leasehold improvements, equipment, furniture or other
     personal  property  within the Demised  Premises,  less, in the case of the
     sale thereof,  the then fair market value thereof).  The sums payable under
     this  Section  11.10(b)  shall be paid to  Landlord as and when paid by the
     subtenant to Tenant.

          (c) For the  purposes  of  computing  the sums  payable  by  Tenant to
     Landlord under  subparagraphs  (a) and (b) hereof,  there shall be excluded
     from the  consideration  payable to Tenant by any assignee or sublessee any
     transfer taxes,  rent concession,  reasonable  attorneys' fees,  reasonable
     brokerage  commissions,  advertising  costs and fix-up costs paid by Tenant
     with respect to such assignment or subletting.

     Section  11.11.  If Tenant or any  permitted  subtenant  is a  corporation,
partnership,  limited  liability  company or other  entity,  the  provisions  of
Section 11.01 shall apply to a transfer (by one or more transfers) of a majority
of the stock, partnership,  membership or other ownership interests of Tenant or
the  subtenant,  as the case may be, as if such  transfer  of a majority  of the
stock, partnership, membership or ownership interests of Tenant or the subtenant
were an assignment of this Lease;  but said provisions and the other  applicable
provisions of this Article 11 shall not apply to the transfer of stock of Tenant
which is listed on a nationally  recognized  stock exchange,  or to transactions
with a corporation,  partnership, limited liability company or other entity into
or with which  Tenant or the  subtenant  is merged or  consolidated  or to which
substantially  all of Tenant's  or the  subtenant's  assets or capital  stock or
other ownership  interests are transferred or to any corporation  which controls
or is  controlled  by Tenant or the  subtenant or is under  common  control with
Tenant or the  subtenant,  provided that in any of such events (i) the successor
to Tenant or the subtenant has a net worth computed in accordance with generally
accepted  accounting  principles  at least  equal to the  greater of (1) the net
worth of Tenant or the subtenant immediately prior to such merger, consolidation
or  transfer,  or (2) the net worth of Tenant  herein  named on the date of this
Lease or the net worth of the  subtenant on the date of the  sublease,  and (ii)
proof  satisfactory  to Landlord of such net worth shall have been  delivered to
Landlord  at  least  ten  (10)  days  prior  to the  effective  date of any such




                                       20
<PAGE>


transaction. Notwithstanding the foregoing, subject to the provisions of Section
11.12,  Tenant,   without  Landlord's  consent,  may  assign  this  Lease  to  a
subsidiary,  affiliate,  or other entity  controlled by, or under common control
with, Tenant,  provided a duly executed  counterpart of such assignment together
with an assumption of the Lease by the assignee,  both in form  satisfactory  to
Landlord, is delivered to Landlord at least ten (10) days prior to its effective
date.

     Section  11.12.  Any assignment or transfer,  whether made with  Landlord's
consent  pursuant to Section  11.01 or without  Landlord's  consent  pursuant to
Section  11.11,  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 the  obligations  of this Lease on the part of Tenant to be  performed or
observed and whereby the  assignee  shall agree that the  provisions  in Section
11.01 shall, notwithstanding such assignment or transfer, continue to be binding
upon it in respect of all future  assignments and transfers.  The original named
Tenant covenants that,  notwithstanding  any assignment or transfer,  whether or
not in  violation  of the  provisions  of this Lease,  and  notwithstanding  the
acceptance of minimum rent and/or  additional rent by Landlord from an assignee,
transferee,  or any other party,  the  original  named Tenant shall remain fully
liable for the payment of the minimum rent and additional rent and for the other
obligations of this Lease on the part of Tenant to be performed or observed.

     Section 11.13. 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.

     Section 11.14.  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. Tenant shall be entitled, initially without charge, to twelve
(15)  listings on the Building  directory;  which shall be installed by Landlord
within 45 days of the Commencement Date.



                                       21
<PAGE>


                                   ARTICLE 12

                No Liability of Landlord and Indemnity by Tenant


     Section 12.01.  Tenant shall indemnify Landlord,  its agents,  servants and
employees against and save Landlord, its agents, servants and employees harmless
from  any  liability  to  and  claim  by or  on  behalf  of  any  person,  firm,
governmental  authority,  corporation  or entity for personal  injury,  death or
property damage arising:

          (a) from the use by Tenant of the Demised Premises or from any work or
     thing  whatsoever  done or  omitted to be done by  Tenant,  its  employees,
     agents, contractors,  customers, invitees or visitors, or from any accident
     thereat  unless due  solely to the  negligence  of  Landlord,  its  agents,
     contractors or employees; and

          (b) from any  breach  or  default  by  Tenant  of and under any of the
     terms, covenants and conditions of this Lease.

     Tenant also shall indemnify  Landlord,  its agents,  servants and employees
against and save Landlord, its agents,  servants and employees harmless from all
costs, reasonable counsel fees, expenses and penalties incurred by Landlord, its
agents, servants and employees in connection with any such liability or claim.

     If any action or proceeding shall be brought against Landlord in connection
with any such liability or claim, Tenant, on prior written notice from Landlord,
shall  defend  such  action or  proceeding,  at  Tenant's  expense,  by  counsel
reasonably satisfactory to Landlord (or required by Tenant's insurance company).
Landlord shall furnish Tenant with notice of such claim promptly upon receipt or
knowledge  thereof so as not to jeopardize  rights under any insurance policy or
the defense of such claims.

     Section  12.02.  Landlord shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the Building,  nor for the loss of
or damage to any  property  of Tenant by theft or  otherwise,  unless due to the
negligence of Landlord, its agents, contractors and employees.  Landlord and its
agents  shall not be liable  for any  injury or damage to  persons  or  property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain or  snow  or  leaks  from  any  part of the  Building  or from  the  pipes,
appliances or plumbing works or from the roof, street or sub-surface or from any
other place or by dampness or by any other cause of  whatsoever  nature,  unless
due to the negligence of Landlord,  its agents,  contractors and employees;  nor
shall  Landlord be liable for any such damage caused by other tenants or persons
in the Building or caused by operations in construction  of any private,  public
or quasi-public  work; nor shall Landlord be liable for any latent defect in the
Demised  Premises or in the Building.  If at any time any windows of the Demised
Premises  are  permanently  closed,  darkened  or  bricked  up by  reason of the
requirements  of law or  temporarily  closed or  darkened  by reason of repairs,




                                       22
<PAGE>


alterations or maintenance by Landlord,  Landlord shall be liable for any damage
Tenant may sustain thereby and Tenant shall not be entitled to any  compensation
therefor  nor  abatement  of rent nor shall  the same  release  Tenant  from its
obligations  hereunder nor  constitute ane eviction.  (Reference  hereinabove to
Landlord shall for all purposes be deemed to include the Overlandlord as defined
in Article 25.)

     Tenant shall reimburse and compensate Landlord,  as additional rent, within
five (5) days after  rendition of a statement  for all  reasonable  expenditures
made by or damages or fines sustained or incurred by Landlord due to any default
by Tenant under this Lease.

     Tenant shall give immediate  notice to Landlord in case of accidents in the
Demised Premises, the Building or the building equipment.

     Section 12.03. (a) If in this Lease it is provided that Landlord's  consent
or  approval  as to any  matter  will not be  unreasonably  withheld,  and it is
established by a court or body having final jurisdiction thereover that Landlord
has been  unreasonable,  the only effect of such finding  shall be that Landlord
shall be deemed to have given its consent or approval; but Landlord shall not be
liable to Tenant in any respect for money damages by reason of  withholding  its
consent.

          (b) If there is a dispute  between  Landlord and Tenant under Sections
     5.01 or  11.07  relating  to the  reasonableness  of the  withholding  of a
     consent or approval by Landlord, Tenant may, at its option, as its sole and
     exclusive  remedy,  submit such dispute to  arbitration  in the City of New
     York  under  the  Expedited   Procedures   provisions  of  the   Commercial
     Arbitration Rules of the American Arbitration  Association or any successor
     (the  "AAA")   (presently  Rules  E-1  through  E-10  and,  to  the  extent
     applicable, Section R-19); provided, however, that with respect to any such
     arbitration,  (i) the list of arbitrators  referred to in Rule E-5 shall be
     returned  within five (5) days from the date of  mailing;  (ii) the parties
     shall notify the AAA by telephone,  within four (4) days of any  objections
     to the  arbitrator  appointed  and  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 E-5;  (iii)  the  Notice of  hearing
     referred  to in Rule E-8 shall be four (4) days in advance of the  hearing;
     (iv) the hearing shall beheld  within seven (7) days after the  appointment
     of the arbitrator; (v) the arbitrator shall have no right to award damages;
     and (vi)  the  decision  and  award of the  arbitrator  shall be final  and
     conclusive  on  the  parties.  The  sole  issue  to  be  submitted  to  the
     arbitrator,  which  shall be  included  as part of his  oath,  shall be the
     reasonableness of Landlord's  determination to withhold consent or approval
     under  the  provisions  of  this  Lease.  The  arbitrators  conducting  any
     arbitration  shall be bound by the  provisions  of this Lease and shall not
     have the right or power to  consider,  determine or resolve any other issue
     or dispute  between the parties,  or to add to, subtract from, or otherwise
     modify such provisions. Landlord and Tenant agree to sign all documents and




                                       23
<PAGE>


     to do all other things  necessary to submit any such matter to  arbitration
     upon  request of the other and further  agree to, and hereby do,  waive any
     and all rights they or either of them may at any time have to revoke  their
     agreement  hereunder to submit to arbitration  and to abide by the decision
     rendered  thereunder.  Each of the arbitrators shall have at least ten (10)
     years'  experience  in the business of managing  real estate or acting as a
     real estate broker with first-class  office buildings located in Manhattan.
     Each party hereunder  initially shall pay its own costs,  fees and expenses
     in connection  with any  arbitration or other action or proceeding  brought
     under  this  Section12.03,  and the  expenses  and fees of the  arbitrators
     selected  initially  shall  be  shared  equally  by  Landlord  and  Tenant,
     provided,  however,  that the losing party shall  reimburse the  prevailing
     party for its  reasonable  expenses  paid to  unrelated  third  parties  in
     connection  with the  foregoing.  Notwithstanding  any contrary  provisions
     hereof,  if Tenant shall submit such dispute to arbitration,  then Landlord
     and Tenant agree that (i) except as set forth above,  the  arbitrators  may
     not award or recommend any damages to be paid by either party,  and (ii) in
     no event shall either party be liable for, nor be entitled to recover,  any
     damages.


                                   ARTICLE 13

                            Moving of Heavy Equipment


     Tenant shall not move any safe,  heavy  equipment or bulky matter in or out
of  the  Building  without  Landlord's  written  consent,  which  shall  not  be
unreasonably  withheld. If the movement of such items requires special handling,
Tenant  agrees to employ only persons  holding a Master  Rigger's  License to do
said  work  and  all  such  work  shall  be done in  full  compliance  with  the
Administrative  Code of the City of New York and other  municipal  requirements.
All such movements  shall be made during hours which will minimize  interference
with the  normal  operations  of the  Building,  and all  damage  caused by such
movement shall be promptly repaired by Tenant at Tenant's expense.






                                       24
<PAGE>


                                   ARTICLE 14

                                  Condemnation


     Section 14.01. In the event that the whole of the Demised Premises shall be
condemned or taken in any manner for any public or quasi-public use or access to
the Building be precluded by reason of any  condemnation  or taking,  this Lease
and the term and estate hereby granted shall forthwith cease and terminate as of
the date of vesting of title.  In the event  that part of the  Demised  Premises
shall be so  condemned  or taken,  then  effective  as of the date of vesting of
title,  the minimum rent and  additional  rent  hereunder for such part shall be
equitably  abated and this Lease shall continue as to such part not so taken. In
the event that only a part of the Building shall be so condemned or taken,  then
(a) if  substantial  structural  alteration  or  reconstruction  of the Building
shall, in the reasonable  opinion of Landlord,  be necessary or appropriate as a
result of such  condemnation or taking  (whether or not the Demised  Premises be
affected),  Landlord may, at its option,  terminate  this Lease and the term and
estate  hereby  granted  shall expire as of the date of such vesting of title by
notifying  Tenant in writing of such  termination date within sixty (60) days of
following  the date on which  Tenant  shall have  received  notice of vesting of
title,  or (b) if Landlord does not elect to terminate this Lease, as aforesaid,
this Lease shall be and remain unaffected by such condemnation or taking, except
that the rent shall be abated to the extent, if any,  hereinbefore  provided. In
the event that only a part of the  Demised  Premises  shall be so  condemned  or
taken and this Lease and the term and estate hereby  granted are not  terminated
as hereinabove provided,  Landlord out of the portion of the award allocated for
such  purpose  and to the extent such award is  sufficient,  will  restore  with
reasonable  diligence the remaining  structural portions of the Demised Premises
as  nearly  as  practicable  to the  same  condition  as it was in prior to such
condemnation or taking.

     Section 14.02. In the event of termination in any of the cases  hereinabove
provided,  this Lease and the term and estate hereby  granted shall expire as of
the date of such termination with the same effect as if that were the Expiration
Date and the rent hereunder shall be apportioned as of such date.

     Section  14.03.  In the event of any  condemnation  or  taking  hereinabove
mentioned  of all or a part of the  Building,  Landlord  shall  be  entitled  to
receive the entire award in the  condemnation  proceeding,  including  any award
made for the value of the  estate  vested by this  Lease in  Tenant,  and Tenant
hereby  expressly  assigns to Landlord any and all right,  title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof, and
Tenant shall be entitled to receive no part of such award.  Notwithstanding  the
foregoing,  Tenant may make a separate  claim for moving  expenses  and moveable
trade fixtures, provided the same does not reduce Landlord's award.


                                       25
<PAGE>



                                   ARTICLE 15

             Entry, Right to Change Public Portions of the Building


     Section  15.01.  Tenant  shall permit  Landlord to erect,  use and maintain
pipes and  conduits in and  through the walls,  floors or ceiling of the Demised
Premises.  Landlord or its agents or designee  shall have the right to enter the
Demised  Premises,  for the purpose of making  such  repairs or  alterations  as
Landlord  shall be required or shall have the right to make under the provisions
of this Lease; and shall also have the right,  upon prior reasonable  notice, to
enter the Demised  Premises,  for the purpose of  inspecting  them or exhibiting
them to  prospective  purchasers  or lessees of the  Building or to  prospective
mortgagees or to prospective assignees of any such mortgagees. Landlord shall be
allowed to take all  material  into and upon the  Demised  Premises  that may be
required  for the  repairs  or  alterations  above  mentioned  without  the same
constituting  an  eviction  of Tenant in whole or in part and the rent  reserved
shall in no wise  abate,  while said  repairs  or  alterations  are being  made.
However,  Landlord  shall  use  reasonable  efforts  to  make  such  repairs  or
alterations in a manner to minimize any interference  with the customary conduct
of Tenant's  business in the Demised  Premises,  provided  Landlord shall not be
required to employ overtime or premium labor.

     Section 15.02. During the twelve (12) months prior to the expiration of the
term of this Lease,  Landlord  may exhibit the Demised  Premises to  prospective
tenants.

     Section 15.03.  Landlord  shall have the right at any time without  thereby
creating an actual or constructive eviction or incurring any liability to Tenant
therefor,  to change the arrangement or location of, but not limited to, such of
the  following  as are not  contained  within the Demised  Premises:  entrances,
passageways,  doors and doorways,  corridors,  elevators,  stairs,  toilets, and
other like public service portions of the Building.

     Section  15.04.  Landlord  shall  have  the  right  at any time to name the
Building  as it  desires  and to  change  any and all  such  names  at any  time
thereafter.






                                       26
<PAGE>


                                   ARTICLE 16

                         Conditional Limitations, Etc.


     Section 16.01. If at any time during the term of this Lease:

          (a) Tenant or any  guarantor  of this Lease  shall file a petition  in
     bankruptcy or insolvency or for  reorganization  or  arrangement or for the
     appointment  of a  receiver  of  all  or a  portion  of  Tenant's  or  such
     guarantor's property, or

          (b) any  involuntary  petition of the kind referred to in  subdivision
     (a) of this Section  shall be filed  against  Tenant or such  Guarantor and
     such  petition  shall not be vacated or withdrawn  within  ninety (90) days
     after the date of filing thereof, or

          (c) Tenant or such  guarantor  shall be  adjudicated a bankrupt by any
     court, or

          (d) Tenant or such guarantor  shall make an assignment for the benefit
     of creditors, or

          (e) a permanent receiver shall be appointed for the property of Tenant
     or such guarantor by order of a court of competent  jurisdiction  by reason
     of the insolvency of Tenant or such  guarantor  (except where such receiver
     shall  be  appointed  in an  involuntary  proceeding,  if he  shall  not be
     withdrawn within ninety (90) days after the date of his appointment),

Landlord,  at  Landlord's  option,  may  terminate  this Lease on five (5) days'
notice to Tenant, and upon such termination, Tenant shall quit and surrender the
Demised Premises to Landlord.

     Section 16.02.

          (a) If Tenant  assumes  this  Lease and  proposes  to assign  the same
     pursuant to the  provisions of the  Bankruptcy  Code, 11 U.S.C.  ss. 101 et
     seq. (the "Bankruptcy  Code") to any person or entity who shall have made a
     bona fide offer to accept an assignment  of this Lease on terms  acceptable
     to Tenant, then notice of such proposed  assignment,  setting forth (i) the
     name and address of such person,  (ii) all of the terms and  conditions  of
     such offer,  and (iii) the adequate  assurance  to be provided  Landlord to
     assure such person's future performance under the Lease, including, without
     limitation,   the  assurance  referred  to  in  section  365(b)(1)  of  the
     Bankruptcy Code, shall be given to Landlord by Tenant not later than twenty
     (20) days after  receipt by Tenant but in no event later than five (5) days




                                       27
<PAGE>


     prior  to the  date  that  Tenant  shall  made  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  given at any time
     prior  to the  effective  date of such  court  application,  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.

          (b) If this Lease is assigned to any person or entity  pursuant to the
     provisions  of  the   Bankruptcy   Code,   any  and  all  monies  or  other
     considerations  payable or  otherwise  delivered  in  connection  with such
     assignment shall be paid or delivered to Landlord,  shall be and remain the
     exclusive property of Landlord and shall not constitute  property of Tenant
     or of the estate of Tenant within the meaning of the  Bankruptcy  Code. Any
     and all monies or other  considerations  constituting  Landlord's  Property
     under the  preceding  sentence not paid or  delivered to Landlord  shall be
     held in trust for the  benefit of Landlord  and shall be  promptly  paid to
     Landlord.

          (c) Any person or entity to which this Lease is  assigned  pursuant to
     the provisions of the Bankruptcy  Code, shall be deemed without further act
     or deed to have assumed all of the obligations  arising under this Lease on
     and after the date of such assignment.  Any such assignee shall upon demand
     execute and deliver to Landlord an instrument confirming such assumption.

          (d) Nothing contained in this Section shall, in any way,  constitute a
     waiver of the provisions of this Lease relating to assignment. Tenant shall
     not,  by  virtue of this  Section,  have any  further  rights  relating  to
     assignment other than those granted in the Bankruptcy Code.

          (e)  Notwithstanding  anything  in this  Lease  to the  contrary,  all
     amounts  payable by Tenant to or on behalf of  Landlord  under this  Lease,
     whether or not expressly denominated as rent, shall constitute rent for the
     purposes of Section 502(b)(6) of the Bankruptcy Code.




                                       28
<PAGE>


          (f) The term  "Tenant" as used in this  Section  includes any trustee,
     debtor in possession, receiver, custodian or other similar officer.

     Section 16.03. If this Lease shall terminate  pursuant to the provisions of
Section 16.01:

          (a)  Landlord  shall be  entitled to recover  from  Tenant  arrears in
     minimum rent and  additional  rent and, in addition  thereto as  liquidated
     damages,  an amount  equal to the  difference  between the minimum rent and
     additional  rent for the unexpired  portion of the term of this Lease which
     had  been in force  immediately  prior to the  termination  effected  under
     Section 16.01 of this Article and the fair and the reasonable  rental value
     of the Demised Premises,  on the date of termination,  for the same period,
     both  discounted at the rate of eight (8%) percent per annum to the date of
     termination; or

          (b)  Landlord  shall be  entitled to recover  from  Tenant  arrears in
     minimum rent and  additional  rent and, in addition  thereto as  liquidated
     damages,  an amount equal to the maximum  allowed by 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 or less
     than the amount referred to in subdivision (a) of this Section.

     Section 16.04.

          (a) If Tenant  shall fail to make any payment of any  minimum  rent or
     additional  rent when the same becomes due and  payable,  or if the Demised
     Premises become  abandoned,  or if Tenant shall fail to cancel or discharge
     any mechanic's or other lien as provided in Section 17.02,  and if any such
     default shall continue for a period of ten (10) days after notice, or

          (b) If Tenant  shall be in  default in the  performance  of any of the
     other terms,  covenants and conditions of this Lease and such default shall
     not have been remedied  within thirty (30) days after notice by Landlord to
     Tenant  specifying  such default and requiring it to be remedied;  or where
     such  default  reasonably  cannot be remedied  within such period of thirty
     (30) days, if Tenant shall not have commenced the remedying  thereof within
     such  period of time and  shall not be  proceeding  with due  diligence  to




                                       29
<PAGE>



     remedy it, then Landlord, at Landlord's election,  may terminate this Lease
     on five (5) days' notice to Tenant,  and upon such termination Tenant shall
     quit and surrender the Demised Premises to Landlord.

     Section 16.05.  If this Lease shall  terminate as provided in this Article,
or if Tenant  shall be in default in the payment of minimum  rent or  additional
rent when the same become due and payable and such default shall  continue for a
period of ten (10) days after notice,

          (a)  Landlord  may  re-enter  and  resume  possession  of the  Demised
     Premises  and remove all persons and property  therefrom  either by summary
     dispossess proceedings or by a suitable action or proceeding,  at law or in
     equity, without being liable for any damages therefor, and

          (b) Landlord may re-let the whole or any part of the Demised  Premises
     for a period equal to,  greater or less than the remainder of the then term
     of this  Lease,  at such  rental  and upon  such  terms and  conditions  as
     Landlord  shall deem  reasonable to any tenant it may deem suitable and for
     any use and purpose it may deem  appropriate.  Landlord shall not be liable
     in any respect for failure to re-let the Demised  Premises or, in the event
     of such re-letting, for failure to collect the rent thereunder and any sums
     received by Landlord on a re-letting in excess of the rent reserved in this
     Lease shall belong to Landlord.

     Section 16.06. If this Lease shall terminate as provided in this Article or
by summary  proceedings  (except as to any  termination  under  Section  16.01),
Landlord  shall be  entitled to recover  from Tenant as damages,  in addition to
arrears in minimum rent and additional rent,

          (a) an amount equal to (i) all reasonable and actual expenses incurred
     by  Landlord  in  recovering  possession  of the  Demised  Premises  and in
     connection with the re-letting of the Demised Premises,  including, without
     limitation,  the cost of repairing,  renovating  or remodeling  the Demised
     Premises,  and (ii) all  brokers'  commissions  and  reasonable  legal fees
     incurred by Landlord in re-letting the Demised Premises,  which amounts set
     forth  in this  subdivision  (a)  shall be due and  payable  by  Tenant  to
     Landlord at such time or times as they shall have been incurred; and

          (b) an amount  equal to the  deficiency  between the minimum  rent and
     additional  rent which would have become due and payable had this Lease not
     terminated  and the net amount,  if any, of rent  collected  by Landlord on
     re-letting the Demised Premises.  The amounts specified in this subdivision


                                       30
<PAGE>


     shall be due and  payable  by  Tenant  on the  several  days on which  such
     minimum rent and additional rent would have become due and payable had this
     Lease not  terminated.  Tenant  consents that Landlord shall be entitled to
     institute separate suits or actions or proceedings for the recovery of such
     amount or amounts,  and Tenant hereby waives the right to enforce or assert
     the rule against splitting a cause of action as a defense thereto.

     Landlord,  at its  election,  which shall be  exercised by the service of a
notice on Tenant,  at any time after such termination of this Lease, may collect
form Tenant and Tenant shall pay, in lieu of the sums  becoming  due,  after the
service of such notice, under the provisions of subdivision (b) of this Section,
an amount equal to the difference  between the minimum rent and additional  rent
which would have become due and payable had this Lease not terminated  (from the
date of the  service of such  notice to the end of the term of this Lease  which
had been in force  immediately  prior to any  termination  effected  under  this
Article) and the then fair and reasonable  rental value of the Demised  Premises
for the same period,  both  discounted to the date of the service of such notice
at the rate of eight (8%) percent per annum.

     Section 16.07.  Tenant,  for itself and for all persons claiming through or
under it,  hereby  waives any and all rights which are or may be conferred  upon
Tenant by any  present  or future  law to redeem the  Demised  Premises  after a
warrant to dispossess  shall have been issued or after  judgment in an action of
ejectment  shall  have been  made and  entered,  so long as there  was  personal
jurisdiction over Tenant in such action or proceeding.

     Section  16.08.  The  words  "re-enter"  and  "re-entry",  as  used in this
Article, are not restricted to their technical legal meanings.

     Section 16.09. Tenant hereby waives the service of any notice in writing by
Landlord of its  intention  to re-enter,  except as  otherwise  provided in this
Lease.

     Section 16.10. If this Lease shall terminate as provided in this Article or
by summary proceedings or otherwise,  Landlord,  in addition to any other rights
under this  Article,  shall be entitled  to recover as damages,  (a) the cost of
performing any work required to be done by Tenant under this Lease;  and (b) the
cost of placing the  Demised  Premises  in the same  condition  as that in which
Tenant is required to surrender them to Landlord under this Lease.

     Section  16.11.  In any action or  proceeding  brought by Landlord  against
Tenant,  predicated  on a default in the payment of minimum  rent or  additional
rent,  Tenant shall not have the right to and shall not interpose any set-off or
counterclaim of any kind  whatsoever.  If Tenant has any claim,  Tenant shall be




                                       31
<PAGE>


entitled only to bring an independent  action therefor;  and if such independent
action is brought  by  Tenant,  Tenant  shall not be  entitled  to and shall not
consolidate it with any pending action or proceeding brought by Landlord against
Tenant for a default in the payment of minimum rent or additional rent.



                                   ARTICLE 17

                                Mechanic's Liens


     Section 17.01.  If, subject to and  notwithstanding  Landlord's  consent as
required  under  this  Lease,  Tenant  shall  cause  any  changes,  alterations,
additions,  improvements,  installations  or  repairs  to be  made  to or at the
Demised  Premises  or shall  cause any labor to be  performed  or material to be
furnished in connection  therewith,  neither Landlord nor the Demised  Premises,
under any circumstances, shall be liable for the payment of any expense incurred
or for the value of any work done or material  furnished,  and all such changes,
alterations,  additions,  improvements,  installations and repairs and labor and
material shall be made,  furnished and performed upon Tenant's  credit alone and
at  Tenant's  expense,  and Tenant  shall be solely and  wholly  responsible  to
contractors,  laborers, and materialmen furnishing and performing such labor and
material.  Nothing  contained  in this Lease shall be deemed or construed in any
way as constituting the consent or request of Landlord,  express or implied,  to
any  contractor,  laborer or materialman to furnish to perform any such labor or
material.

     Section  17.02.  If,  because of any act or  omission  (or  alleged  act or
omission)  of Tenant,  any  mechanic's  or other  lien,  charge or order for the
payment of money shall be filed against the Demised  Premises or the Building or
Landlord's estate as tenant under any ground or underlying lease (whether or not
such lien, charge or order is valid or enforceable as such), Tenant, at Tenant's
expense,  shall cause it to be cancelled or  discharged  of record by bonding or
otherwise within thirty (30) days after notice of such filing,  and Tenant shall
indemnify  Landlord  against and save  Landlord  harmless from and shall pay all
costs,  expenses,  losses, fines and penalties,  including,  without limitation,
reasonable attorneys' fees resulting therefrom.









                                       32
<PAGE>


                                   ARTICLE 18

                Landlord's Right to Perform Tenant's Obligations


     If Tenant shall default in the  performance of any of the terms,  covenants
and conditions of this Lease, Landlord, without being under any obligation to do
so and without  hereby  waiving  such  default,  may remedy such default for the
account and at the expense of Tenant.  Any payment  made or expense  incurred by
Landlord for such purpose (including,  but not limited to, attorneys' fees) with
interest  at the  maximum  legal  rate,  shall be deemed to be  additional  rent
hereunder  and shall be paid by Tenant to Landlord on demand,  or at  Landlord's
election, added to any subsequent installment or installments of minimum rent.



                                   ARTICLE 19

                          Covenant of Quiet Enjoyment

     Landlord covenants that upon Tenant paying the rent and additional rent and
observing and performing  all the terms,  covenants and conditions of this Lease
on Tenant's part to be observed and performed,  Tenant may peaceably and quietly
enjoy the Demised Premises,  subject nevertheless to the terms and conditions of
this Lease.


                                   ARTICLE 20

                                   Excavation

     In the event that  construction is to be commenced or an excavation is made
or authorized for building or other purposes upon land adjacent to the Building,
Tenant  shall,  if  necessary,  without cost to Tenant,  afford to the person or
persons causing or authorized to commence  construction or cause such excavation
or to engage in such other purpose,  license to enter upon the Demised  Premises
for the purpose of doing such work as shall  reasonably  be necessary to protect
or preserve the Building,  from injury or damage and to support the Building and
any  new  structure  to  be  built  by  proper   foundations,   pinning   and/or
underpinning, or otherwise.






                                       33
<PAGE>


                                   ARTICLE 21

                             Services and Equipment


     Section  21.01.  So long as Tenant is not in material  default under any of
the terms,  covenants and conditions of this Lease,  Landlord shall, at its cost
and expense:

          (a) Provide  operatorless  passenger  elevator service Mondays through
     Fridays  from  8:00 A.M.  to 6:00  P.M.,  holidays  excepted.  A  passenger
     elevator will be available at all other times. A service  elevator shall be
     available Mondays through Fridays,  holidays excepted,  only from 9:00 A.M.
     to 11:30 A.M. and from 2:30 P.M. to 4:30 P.M.

          (b)  Maintain  and  keep in  repair  the  Building  standard  heating,
     ventilating and air conditioning systems servicing the Demised Premises and
     furnish and distribute to the Demised Premises  condenser water twenty-four
     (24)  hours  per day,  seven (7) days per  week,  and hot water on  Mondays
     through  Fridays,  holidays  excepted,  from  9:00 A.M.  to 6:00  P.M.  The
     on-floor portion of the heating, ventilating and air conditioning equipment
     will be  operational  twenty-four  (24)  hours per day,  seven (7) days per
     week,  without  additional  charge  to  Tenant  and will be  controlled  by
     Landlord,  except as  provided  below  (but  shall be wired  into  Tenant's
     electric meter as specified in Article 23).  Landlord agrees to operate the
     fans,  heating,  ventilating and air conditioning  equipment  servicing the
     Demised  Premises in accordance  with their design  criteria  unless energy
     and/or water conservation programs,  guidelines or laws and/or requirements
     of public authorities,  shall provide for any reduction in operations below
     said design  criteria in which case such equipment  shall be operated so as
     to provide  reduced  service in accordance  therewith.  Tenant shall not be
     permitted  to make any  adjustments  to the  heating,  ventilation  and air
     conditioning  equipment  except by use of thermostatic  controls within the
     Demised  Premises.  Tenant  agrees to maintain  the  thermostatic  controls
     within the Demised  Premises  set within the range of settings  mandated by
     any  laws  and/or   requirements  of  public  authorities  or  governmental
     standards for  temperature or energy related  matters.  Building  equipment
     servicing the Demised  Premises  shall be subject to  Landlord's  exclusive
     control, except for said thermostatic controls.

          (c) Provide  Building  standard  cleaning  services in Tenant's office
     space and public  portions of the  Building,  except no  services  shall be
     performed Saturdays,  Sundays and holidays, all in accordance with Schedule




                                       34
<PAGE>



     E attached  hereto.  If,  however,  any additional  cleaning of the Demised
     Premises  is to be done by  Tenant,  it  shall  be  done at  Tenant's  sole
     expense,  in a manner reasonably  satisfactory to Landlord and no one other
     than persons  approved by Landlord  shall be permitted to enter the Demised
     Premises or the Building for such  purpose.  Tenant,  at its own cost,  may
     utilize its own  employees  or outside  contractors  to perform  additional
     cleaning  services in the Demised  Premises,  provided  such  employees  or
     outside  contractors  do  not  cause  any  labor  disruption,   dispute  or
     disturbance in or around the Building or violate Landlord's union contracts
     affecting  the  Building.  If  Tenant  shall  require  additional  cleaning
     services,  Tenant may award a contract for such services to any  contractor
     that is approved by Landlord;  provided however,  that prior to making such
     award, Tenant shall inform Landlord of the terms upon which such contractor
     shall  provide such  additional  cleaning  services  and, in the event that
     Landlord's  designated  contractor  can provide  such  additional  cleaning
     services  on equal or better  terms,  Tenant  shall pay for the cost of the
     services performed by such designated contractor within ten (10) days after
     being billed.

          (d)  Furnish hot and cold water for  lavatory  and  drinking  purposes
     twenty-four  (24)  hours  per  day,  seven  (7) days per  week.  If  Tenant
     requires,  uses or  consumes  water for any other  purposes,  Landlord  may
     install a meter or meters to measure Tenant's water consumption, and Tenant
     shall  reimburse  Landlord  for the  cost of the  meter or  meters  and the
     installation  thereof,  and shall  pay for the  maintenance  of said  meter
     equipment and/or pay Landlord's cost of other means of measuring such water
     consumption  by Tenant.  Tenant shall pay to Landlord on demand the cost of
     all water  consumed  as  measured  by said meter or meters or as  otherwise
     measured, including sewer rents.

          (e) It is the  intention  of  Landlord  that  the  Building  shall  be
     operated on Mondays  through  Fridays  (except  holidays) from 9:00 A.M. to
     6:00 P.M. If Tenant shall  require and request any of the freight  elevator
     or Building standard heating,  ventilating and air conditioning services at
     the times other than above  provided,  and if such request is made at least
     twenty-four (24) hours prior to the time when such additional  services are
     required,  Landlord  will  provide  them and Tenant  shall pay to  Landlord
     promptly  thereafter  the  charges  therefor  at the same rate  charged  by
     Landlord to other tenants of the Building.







                                       35
<PAGE>


     Section 21.02. Holidays shall be deemed to mean all federal holidays, state
holidays,   Building  Service   Employees  Union  Contract  holidays  and  other
applicable union contract holidays.

     Section 21.03. Landlord reserves the right to interrupt, curtail or suspend
the  services  required to be  furnished  by Landlord  under this Lease when the
necessity  therefor  arises  by  reason  of  accident,   emergency,   mechanical
breakdown,  or when  required by any law,  order or  regulation  of any Federal,
State,  County  or  Municipal  authority,  or for any  other  cause  beyond  the
reasonable control of Landlord. Landlord shall use due diligence to complete all
required repairs or other necessary work as quickly as possible so that Tenant's
inconvenience  resulting  therefrom  may be for as  short  a  period  of time as
circumstances  will  reasonably  permit,  and in such event  Tenant shall not be
entitled  to nor shall  Tenant make claim for any  diminution  or  abatement  of
minimum rent or additional rent or other  compensation,  nor shall this Lease or
any of the  obligations  of  Tenant be  affected  or  reduced  by reason of such
interruption, curtailment, suspension, work or inconvenience.

     Section 21.04. Tenant shall reimburse Landlord promptly upon demand for the
cost to Landlord of removal  from the Demised  Premises  and the Building of any
refuse and rubbish of Tenant not covered by the Cleaning  Specifications annexed
hereto as Schedule E and Tenant shall pay all bills therefor when rendered.

     Section 21.05. If Tenant shall request  Landlord to furnish any services in
addition to those  hereinabove  provided or perform any work not required  under
this Lease, and Landlord agrees to furnish and/or perform the same, Tenant shall
pay to Landlord  promptly  thereafter  the charges  therefor,  which charges are
deemed to be additional rent and payable as such.



                                   ARTICLE 22

                                   Escalation


     Section 22.01. Taxes. Tenant shall pay to Landlord, as additional rent, tax
escalation in accordance with this Section:

          (a)  Definitions:  For the  purpose  of this  Section,  the  following
     definitions shall apply:

               (i) The term "Tax Base  Factor"  shall mean the real estate taxes
          for the Building  Project for the period from July 1, 2000 to June 30,
          2001, as finally determined.




                                       36
<PAGE>



               (ii) The term "the  Building  Project"  shall mean the parcels of
          land  described in Schedule B of this Lease with all the  improvements
          existing and erected thereon.

               (iii) The term  "comparative  tax year"  shall  mean the New York
          City real estate tax year  commencing  July 1, 2001 to June 30,  2002,
          and each subsequent New York City real estate tax year. If the present
          use of July 1 - June 30 New York  City  real  estate  tax  year  shall
          hereafter  be changed,  then such  changed tax year shall be used with
          appropriate adjustment for the transition.

               (iv) The term  "real  estate  taxes"  shall mean the total of all
          taxes and special or other assessments levied,  assessed or imposed at
          any time by any  governmental  authority  upon or against the Building
          Project, and also any tax or assessment levied, assessed or imposed at
          any time by any governmental  authority in connection with the receipt
          of income or rents from said Building  Project to the extent that same
          shall be in lieu of all or a portion of any of the aforesaid  taxes or
          assessments,  or additions or increases thereof,  upon or against said
          Building Project,  excluding income, estate, franchise,  water, sewer,
          succession,   transfer,  capital  stock,  corporate  income,  mortgage
          recording  and gross receipt  taxes,  or any penalties or interest for
          late payment.  If, due to a future change in the method of taxation or
          in the taxing authority, or for any other reason, a franchise, income,
          transit,  profit  or other  tax or  governmental  imposition,  however
          designated,  shall be levied against Landlord in substitution in whole
          or in part for the real estate taxes, or in lieu of or additions to or
          increases  of said real estate  taxes,  then such  franchise,  income,
          transit,  profit  or other  tax or  governmental  imposition  shall be
          deemed to be included within the definition of "real estate taxes" for
          the purposes hereof. As to special  assessments which are payable over
          a period of time extending  beyond the term of this Lease,  only a pro
          rata portion  thereof,  covering the portion of the term of this Lease
          unexpired at the time of the imposition of such  assessment,  shall be
          included in "real  estate  taxes." If, by law, any  assessment  may be
          paid in installments, then, for the purpose hereof (a) such assessment
          shall  be  deemed  to have  been  payable  in the  maximum  number  of
          installments  permitted by law and (b) there shall be included in real
          estate taxes, for each comparative tax year in which such installments




                                       37
<PAGE>

          may be paid, the  installments of such assessment so becoming  payable
          during such  comparative  tax year,  together  with  interest  payable
          during  such   comparative  tax  year.  Real  estate  taxes  shall  be
          determined as if the Building Project is separately assessed and as if
          it was the only real property owned by Landlord and its income was the
          only income earned by Landlord.

               (v) The term "the  Percentage"  for  purposes  of  computing  tax
          escalation, shall mean 3.52%.

             (b)(i)    In the event that the real estate  taxes  payable for any
          comparative  tax year shall exceed the Tax Base  Factor,  Tenant shall
          pay to Landlord,  as additional rent for such comparative tax year, an
          amount  for tax  escalation  equal to the  Percentage  of the  excess.
          Before or after the start of each  comparative  year,  Landlord  shall
          furnish to Tenant a  statement  of the real estate  taxes  payable for
          such  comparative  tax year. If the real estate taxes payable for such
          comparative  tax year exceed the Tax Base Factor,  additional rent for
          such  comparative tax year in an amount equal to the Percentage of the
          excess shall be due from Tenant to Landlord,  payable in  installments
          in the same  manner  that such taxes may be payable by Landlord to the
          governmental  authority.  If a statement  is furnished to Tenant after
          the  commencement of the comparative tax year in respect of which such
          statement  is  rendered,   Tenant  shall,   within  twenty  (20)  days
          thereafter,  pay to Landlord an amount equal to those  installments of
          the total tax escalation payable as provided in the preceding sentence
          during the period prior to the first day of the month next  succeeding
          the month in which the applicable  statement has been  furnished.  If,
          during the term of this Lease,  taxes are required by the governmental
          authority to be paid, in full or in monthly or other installments,  on
          any other date or dates than as  presently  required,  or if  Landlord
          shall be required to make monthly deposits of real estate taxes to the




                                       38
<PAGE>

          holder  of  any  first   institutional   mortgage  then  Tenant's  tax
          escalation  payment(s)  shall be  correspondingly  accelerated so that
          said payments are due at least thirty (30) days prior to the last date
          such  installment  of real estate taxes payments are due to the taxing
          authority or such mortgagee.

               (ii)  If  in  connection  with  any  real  estate  tax  reduction
          application or proceeding in which the amount of the real estate taxes
          payable  for any  comparative  tax year are  contested,  Landlord  has
          incurred  expenses for legal and/or  consulting  services rendered in,
          applying for,  negotiating  or obtaining a reduction of the assessment
          upon which the real estate taxes are  predicated,  Tenant shall pay an
          amount equal to the Percentage of such expenses.

               (iii) The  statements  of the tax  escalation  to be furnished by
          Landlord as provided  above shall be  certified by Landlord as correct
          and shall  constitute a final  determination  as between  Landlord and
          Tenant of the tax  escalation  for the  periods  represented  thereby,
          except for manifest error or other errors.

               (iv) In no event shall the fixed  annual rent under this Lease be
          reduced by virtue of this Section 22.01.

               (v) Upon the date of any expiration or termination of this Lease,
          whether the same be the date  hereinabove set forth for the expiration
          of the term or any prior or subsequent date, a proportionate  share of
          said  additional  rent for the  comparative tax year during which such
          expiration  or  termination  occurs shall  immediately  become due and
          payable  by  Tenant to  Landlord,  if it was not  theretofore  already
          billed  and paid.  Similarly,  Landlord  shall  refund  to Tenant  any
          payments by Tenant which exceeded  Tenant's  proportionate  share. The
          said  proportionate  share shall be based upon the length of time that
          this Lease shall have been in existence  during such  comparative  tax
          year.  Prior to or  promptly  after said  expiration  or  termination,
          Landlord  shall  compute  the  additional  rent  due from  Tenant,  as
          aforesaid and Tenant shall promptly pay Landlord any amount unpaid, or
          Landlord shall promptly refund to Tenant any overpayment,  as the case
          may be. If  Landlord  shall  receive  a refund  of any  amount of real
          estate taxes for any  comparative tax year for which Tenant has made a
          payment,  Landlord  shall promptly pay to Tenant the Percentage of any



                                       39
<PAGE>



          such refund,  less the Percentage of any legal fees and other expenses
          provided  for in  Section  22.01(b)(ii)  to the  extent  the same have
          theretofore  been paid by Tenant to  Landlord.  This  provision  shall
          survive the expiration of this Lease.

               (vi) Landlord's and Tenant's  obligations to make the adjustments
          referred to in  subdivision  (v) above shall survive any expiration or
          termination of this Lease.

               (vii)  Any  delay or  failure  of  Landlord  in  billing  any tax
          escalation hereinabove provided shall not constitute a waiver of or in
          any way impair  the  continuing  obligation  of Tenant to pay such tax
          escalation  hereunder,  provided,  however,  all  claims  must be made
          within twelve (12) months following the Lease termination date.

               (viii)  Notwithstanding any language to the contrary contained in
          this Lease,  Landlord  and Tenant  agree that for the purposes of this
          Section 22.01, Real Estate Taxes and Tax Escalation  Payments shall be
          calculated without regard to any deductions,  credits,  abatements, or
          deferral of Real Estate taxes which  Landlord may receive  pursuant to
          Sections 11.256 through 11-267 of the Administrative  Code of the City
          of New York, authorized by Title 2-D of Article 4 of the New York real
          Property  Tax Law and any and all  rules and  regulations  promulgated
          thereunder (herein collectively called the "ICIP Program").

     Section  22.02.  Porter's Wage Rate.  Tenant shall pay to the Landlord,  as
additional  rent,  a  porter's  wage rate  escalation  in  accordance  with this
Section:

          (a) For the purpose of this Section,  the following  definitions shall
     apply:

               (i) "Wage  Rate" shall mean the  minimum  regular  hourly rate of
          wages in effect as of January 1st of each year computed as paid over a
          forty hour week to Porters in Class A office buildings  pursuant to an
          Agreement   between  Realty   Advisory   Board  on  Labor   Relations,
          Incorporated,  or any  successor  thereto,  and Local  32B-32J  of the


                                       40
<PAGE>



          Building  Service  Employees  International  Union,  AFL-CIO,  or  any
          successor  thereto;  and provided,  however,  that if there is no such
          agreement in effect prescribing a wage rate for Porters,  computations
          and  payments  shall  thereupon  be made upon the basis of the regular
          hourly wage rate actually  payable in effect as of January 1st of each
          year, and provided,  however, that if in any year during the term, the
          regular  employment of Porters shall occur on days or during the hours
          when  overtime or other  premium  pay rates are in effect  pursuant to
          such  Agreement,  then the term  "hourly rate of wages" as used herein
          shall be deemed  to mean the  average  hourly  rate for the hours in a
          calendar week during which Porters are regularly  employed  (e.g.,  if
          pursuant to an agreement  between Realty  Advisory Board and the Local
          the regular  employment  of Porters for forty hours  during a calendar
          week is at a regular  hourly  wage rate of $3.00 for the first  thirty
          hours,  and  premium  or  overtime  hourly  wage rate of $4.50 for the
          remaining ten hours,  then the hourly rate of wages under this Article
          during such period shall be the total  weekly rate of $135.00  divided
          by the total number of regular hours of employment,  forty or $3.375).
          Notwithstanding the foregoing, if at any time such hourly wage rate is
          different  for new hire and old hire  Porters,  then  thereafter  such
          hourly  wage rate shall be based on the  weighted  average of the wage
          rates for the different classifications of Porters.

               (ii) "Base Wage Rate" shall mean the average of the Wage Rates in
          effect on January 1, 2000.

               (iii)  The term  "Porters"  shall  mean  that  classification  of
          non-supervisory  employees who devote a major portion of their time to
          general cleaning,  maintenance and miscellaneous  services essentially
          of a  non-technical  and  non-mechanical  nature  and are the  type of
          employees who are presently  included in the  classification of "Class
          A-Others"  in the  Commercial  Building  Agreement  between the Realty
          Advisory Board and the aforesaid Union.



                                       41
<PAGE>


               (iv) The term  "minimum  regular  hourly rate of wages" shall not
          include any payments for fringe benefits and adjustments of any kind.

               (v) The term "fringe Benefits" shall include, without limitation,
          holiday  and  vacation  pay,  sick  pay,   welfare  and  pension  fund
          contributions,  accident, health and welfare programs,  pension plans,
          guaranteed pay plans and supplemental  unemployment  benefit plans and
          supplemental  unemployment benefit plans and supplemental unemployment
          plans, training fund contributions,  pay for days allowed for clinics,
          birthdays  and other days off, and other benefit  plans,  payments and
          programs  of similar or  dissimilar  nature,  whether or not  required
          under  any  applicable  law,  regulation  or  otherwise,  or any other
          payment not characterized as minimum hourly wage.

               (vi) The term "Multiplication Factor" shall mean 11,700.

          (b) Commencing January 1, 2001, if the Wage Rate for any calendar year
     during the term shall be  increased  above the Base Wage Rate,  then Tenant
     shall pay, as additional  rent, an amount equal to the product  obtained by
     multiplying  the  Multiplication  Factor  by 100% of the  number  of  cents
     (including  any  fraction of a cent) by which the Wage Rate is greater than
     the Base Wage Rate, such payment to be made in equal  one-twelfth  (1/12th)
     monthly  installments  commencing  with the first  monthly  installment  of
     minimum rent falling due on or after the effective date of such increase in
     Wage Rate (payable  retroactive  from said  effective  date) and continuing
     thereafter until a new adjustment shall have become effective in accordance
     with the  provisions of this Article.  Landlord shall give Tenant notice of
     each  change  in Wage  Rate  which  will be  effective  to create or change
     Tenant's  obligation to pay  additional  rent pursuant to the provisions of
     this Section 22.02 and such notice shall contain Landlord's  calculation in
     reasonable  detail  and  certified  as true  by an  authorized  partner  of
     Landlord or of its managing  agent,  of the annual rate of additional  rent
     payable  resulting  from such increase in Wage Rate.  Such amounts shall be
     prorated for any partial calendar years during the term.

          (c) Every  notice given by Landlord  pursuant to Section  22(b) hereof
     shall be conclusive  and binding upon Tenant,  except for manifest error or
     errors in computation.




                                       42
<PAGE>


          (d) The "Wage Rate" is intended to be a substitute  comparative  index
     of economic  costs and does not  necessarily  reflect  the actual  costs of
     wages or other  expenses of operating the Building.  The Wage Rate shall be
     used whether or not the  Building is a Class A office  building and whether
     or not Porters are employed in the  Building and without  regard to whether
     such  employees  are  members of the Union  referred to in  subsection  (a)
     hereof.


     Section  22.03.  Building  Electricity:  Tenant shall pay to  Landlord,  as
additional rent, the Percentage of Building Electricity Costs in accordance with
this Section:

          (a)  Definitions:  For the  purpose  of this  Section,  the  following
     definitions shall apply:

               (i) The term "Building  Electricity Costs" shall mean all monthly
          costs and expenses  incurred or borne by Landlord  with respect to all
          electricity purchased for the common areas of the Building.

               (ii) The term "The  Percentage  of Building  Electricity  Costs",
          shall mean the product of (A) the percentage  3.52%  multiplied by (B)
          Building Electricity Costs.

          (b) For each month during the term of this Lease, Tenant, upon demand,
     shall  pay to  Landlord  an  amount  equal to the  Percentage  of  Building
     Electricity  Costs.  With each written  demand for such  payment,  Landlord
     shall furnish to Tenant a statement as to the manner in which such Building
     Electricity  Costs were  computed  and, on written  request,  will  furnish
     Tenant with a copy of the information  from any bill or bills paid or to be
     paid, which were the basis for said computation.  Tenant shall make payment
     to  Landlord  of the  amount  billed  to it in each such  statement  within
     fifteen (15) days after receiving said statement.

          (c) Building  Electricity  Costs shall  exclude or have  deducted from
     them  electricity  furnished in leased or leasable space, or space occupied
     by Landlord or its managing agent, if any.

          (d) The statements as to the Percentage of Building  Electricity Costs
     furnished  by Landlord as provided  above shall be prepared by Landlord and
     any  estimates  or  allocations  needed  for the  computation  of  Building
     Electricity  Costs  shall  be  determined  for  Landlord  by  a  reputable,
     independent  electrical consultant selected by Landlord whose pro rata cost
     shall  be  paid  by  Tenant  ("Landlord's  electrical   consultant").   The




                                       43
<PAGE>


     statements thus furnished to Tenant shall constitute a final  determination
     as between  Landlord and Tenant of the Building  Electricity  Costs for the
     periods  represented  thereby,  except  for  manifest  error or  errors  in
     calculations.

          (e) If the Commencement Date is not on the first (1st) day of a month,
     then the payments due  hereunder  for such first (1st) month of the term of
     this Lease shall be a  proportionate  share,  based upon the length of time
     that the Lease term shall have been in  existence  during  such first (1st)
     month. Upon the date of any expiration or termination of this Lease whether
     the same be the date  hereinabove  set forth for the expiration of the term
     or any prior or  subsequent  date,  a  proportionate  share of the payments
     hereunder for the month during which such expiration or termination  occurs
     shall immediately  become due and payable by Tenant to Landlord,  if it was
     not theretofore already billed and paid. The said proportionate share shall
     be based  upon the  length  of time  that  this  Lease  shall  have been in
     existence during such month.  Prior to or promptly after said expiration or
     termination,  Landlord  shall  compute  the  amount  due  from  Tenant,  as
     aforesaid,  and notify  Tenant of the amount due and Tenant shall  promptly
     pay the amount shown to be due promptly after receipt of such notification.
     Alternatively,  if billed  and paid,  Landlord  shall  promptly  refund any
     payment for a period that goes beyond the term of this Lease.

          (f)  Landlord's  and  Tenant's  obligation  to  make  the  adjustments
     referred to in  subdivision  (e) above  shall  survive  any  expiration  or
     termination of this Lease.

          (g) Any delay or failure of Landlord in billing  any  additional  rent
     hereinabove  provided shall not constitute a waiver of or in any way impair
     the continuing obligation of Tenant to pay such additional rent hereunder.



                                   ARTICLE 23

                                   Electricity


     Section 23.01.  Tenant shall purchase its electric  energy for all Tenant's
lighting and power for all of the Demised  Premises,  including  electric energy




                                       44
<PAGE>


for the operation of the HVAC unit within the Demised Premises directly from the
public utility serving the Building, and shall be responsible for the payment of
all bills and billings therefor. Tenant, at its own cost, shall make application
with the applicable  public utility  company at or prior to its occupancy of the
Demised Premises,  for direct billing of electricity through the existing meters
in the Demised Premises.  Tenant, at its own cost, shall also be responsible for
the installation of all additional electrical equipment that may be necessary to
obtain such direct  service from said public  utility.  Landlord will permit its
electric  feeders,  risers and wiring serving the Demised Premises to be used by
Tenant  to the  extent  available  and  safely  capable  of being  used for such
purpose.

     Section 23.02. Any additional risers,  feeders,  electrical meters 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, if in Landlord's  reasonable judgment,  the
same are necessary and will not cause permanent damage or injury to the Building
or the Demised Premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or unreasonably
interfere with or disturb other tenants or occupants. Rigid conduit only will be
allowed.

     Section 23.03. Tenant agrees not to connect any electrical equipment of any
type to the  Building  electric  distribution  system,  beyond  that on Tenant's
approved plans for initial occupancy,  other than lamps,  typewriters,  personal
computers, copiers, fax machines, and other normal office machines which consume
comparable amounts of electricity, without the Landlord's prior written consent,
which consent shall not be unreasonably  withheld or delayed.  In no event shall
Tenant use or install any  fixtures,  equipment  or machines the use of which in
conjunction with other fixtures,  equipment and machines in the Demised Premises
would result in an overload of the  electrical  circuits  servicing  the Demised
Premises.

     Section  23.04.  Landlord  shall not be liable in any way to Tenant for any
failure or defect in the supply or character of electric energy furnished to the
Demised  Premises  by reason of any  requirement,  act or omission of the public
utility  serving  the  Building  with  electricity  or for any other  reason not
attributable  to Landlord.  Tenant shall furnish and install all lighting tubes,
lamps, bulbs and ballasts required in the Demised Premises.  All meters shall be
delivered  in  working  order.  Tenant  shall be  responsible  for any repair or
replacement of any electric meter,  panel board and all wires,  wiring,  feeders
and risers  serving the Demised  Premises,  at  Tenant's  expense,  or shall pay
Landlord's reasonable charges therefor on demand.

     Section 23.05. At no time shall Tenant's  connected  electrical load in the
Demised  Premises  exceed five (5) watts per usable square foot,  which Landlord
represents to be the electrical capacity in the Demised Premises.






                                       45
<PAGE>


                                   ARTICLE 24

                                     Broker

     Tenant  covenants and  represents  that the sole brokers who negotiated and
brought about this  transaction  were  Harper-Lawrence  Inc. and Cohen  Brothers
Realty  Corporation,  and Landlord  agrees to pay a  commission  therefor as per
separate  agreements.  Each party agrees to hold the other harmless  against any
claims for a brokerage  commission  arising out of a breach by any such party of
the representations contained in this Article.




                                   ARTICLE 25

                         Subordination and Ground Lease


     Section 25.01.  This Lease is subject and subordinate to (a) the ground and
underlying lease, dated December 18, 1980, between Siegel Family Associates,  as
Landlord,  and Cohen Brothers  Realty and  Development  Corporation,  as Tenant,
which was thereafter  assigned by the said Tenant to the Landlord  hereunder and
to the rights of the landlord  thereunder  (the  landlord  under said ground and
underlying   lease   being   sometimes   referred   to  in  this  Lease  as  the
"Overlandlord"),  (b) any other  ground  and  underlying  lease,  and (c) to all
mortgages  which are or will become a lien on Landlord's fee title and leasehold
estates  in  the  land  covered  by  such  mortgages  and in  the  Building  and
improvements   now  or  hereafter   erected   thereon,   and  to  all  renewals,
modifications, amendments, consolidations,  replacements or extensions of any of
the foregoing (hereinafter  collectively the "Mortgages").  This clause shall be
self-operative  and no further  instrument of  subordination  shall be required.
However,  in confirmation of such  subordination,  Tenant,  at any time and from
time to time,  shall  execute  promptly and within  fifteen (15) days after such
request any  certificate  and document that Landlord may request.  Tenant hereby
constitutes and appoints Landlord the Tenant's attorney-in-fact, as coupled with
an interest,  to execute any such  certificate  or document for and on behalf of
Tenant, if not so executed and delivered within such fifteen (15) day period.

     Section 25.02.

          (a) Tenant  covenants  and agrees that if by reason of a default under
     any  underlying  lease  (including  an  underlying  lease through which the



                                       46
<PAGE>


     Landlord derives its leasehold estate in the Demised Premises), or any such
     underlying  lease or under any of the Mortgages and the leasehold estate of
     the  Landlord in the premises  demised  hereby is  terminated,  Tenant will
     attorn to the then  holder of the  reversionary  interest  in the  premises
     demised by this Lease and will recognize  such holder as Tenant's  Landlord
     under this  Lease,  unless the lessor  under such  underlying  lease or the
     holder of any such Mortgage  shall,  in any  proceeding  to terminate  such
     underlying lease or foreclosure of such Mortgage,  elects to terminate this
     Lease and rights of Tenant hereunder. Tenant agrees to execute and deliver,
     at any time and from time to time,  upon the request of the  Landlord of or
     the  lessor  under  any such  underlying  lease or the  holder  of any such
     Mortgage any  instrument  which may be necessary or appropriate to evidence
     such  attornment,  and if not  delivered  to Landlord or such lessor or the
     holder of any such Mortgage  within fifteen (15) days following  Landlord's
     request,  Tenant  hereby  appoints  the  Landlord or such lessor under such
     underlying  lease or the holder of any such Mortgage the  attorney-in-fact,
     irrevocable,  of the Tenant to execute and deliver for and on behalf of the
     Tenant any such  instrument.  Tenant  further  waives the provisions of any
     statute or rule or law now or hereafter in effect which may give or purport
     to give  Tenant  any  right  of  election  to  terminate  this  Lease or to
     surrender  possession  of the  premises  demised  hereby  in the  event any
     proceeding  is  brought  by the lessor  under any  underlying  lease or the
     holder of any such Mortgage to terminate  the same,  and agrees that unless
     and until any such lessor or holder in connection with any such proceeding,
     shall  elect to  terminate  this Lease and the rights of Tenant  hereunder,
     this  Lease  shall  not be  affected  in any  way  whatsoever  by any  such
     proceeding.

          (b) Upon its  receipt of a written  notice  from the lessor  under any
     underlying  lease or the holder of any such Mortgage to the effect that (i)
     the lessor of said  underlying  lease or the holder of any such Mortgage is
     entitled  to send a notice to  Landlord,  as tenant  under said  underlying
     lease,  terminating said lease, and (ii) Tenant should pay the minimum rent
     and  additional  rent  thereafter  due and payable under this Lease to said
     lessor or holder of any such Mortgage at a place designated in such notice,
     Tenant shall pay such minimum rent and additional rent to said lessor under
     said  underlying  lease or holder of any such  Mortgage at such  designated
     place until such time as said lessor or holder shall notify Tenant that the
     Landlord  is no longer  in  default  under  said  underlying  lease or said
     Mortgage and that Tenant may resume paying all minimum rent and  additional
     rent  thereafter  due and payable under this Lease to Landlord.  The Tenant
     shall have no  liability  to the  Landlord  for paying any minimum  rent or
     additional rent to said lessor under the underlying lease or holder of such
     Mortgage or  otherwise  acting in  accordance  with the  provisions  of any




                                       47
<PAGE>



     notice  sent to it  under  this  paragraph  and  shall be  relieved  of its
     obligations to pay Landlord any minimum rent or additional  rent under this
     Lease to the  extent  such  payments  are  made to said  lessor  under  the
     underlying lease or said holder of such Mortgage.

     Section 25.03.  In the event of any act or omission by Landlord which would
give  Tenant  the right to  terminate  this Lease or to claim a partial or total
eviction,  except  as a result  of a  condemnation  or fire or  other  casualty,
pursuant to the terms of this Lease,  if any,  Tenant will not exercise any such
right until:

          (a) it has given written  notice of such act or omission to the holder
     of any  Mortgage  and to the  landlord of any ground or  underlying  lease,
     whose names and addresses  shall  previously have been furnished to Tenant,
     addressed  to such  holder,  lessor or  Landlord at the last  addresses  so
     furnished, and

          (b) a reasonable  period (not to exceed the period in the ground lease
     or the  Mortgage,  as the case may be, or thirty  (30) days,  whichever  is
     earlier) for remedying  such act or omission  shall have elapsed  following
     such  giving of notice  during  which such  parties,  or any of them,  with
     reasonable  diligence,  following the giving of such notice, shall not have
     commenced and is or are not continuing to remedy such act or omission or to
     cause the same to be remedied.

     Section 25.04. If, in connection with obtaining financing for the Building,
or of  Landlord's  interest  in any  ground  or  underlying  lease,  a  banking,
insurance or other  recognized  institutional  lender shall  request  reasonable
modifications  in this Lease as a condition to such  financing,  Tenant will not
unreasonably withhold,  delay or defer its consent thereto and its execution and
delivery of such modification agreement, provided that such modifications do not
increase the obligations of Tenant hereunder or materially  adversely affect the
leasehold  interest  hereby created or Tenant's use and enjoyment of the Demised
Premises.





                                       48
<PAGE>


                                   ARTICLE 26

                              Estoppel Certificate


     Each party shall at any time,  and from time to time,  within ten (10) days
after  so  requested  by the  other  execute,  acknowledge  and  deliver  to the
requesting  party, a statement  addressed to the requesting party (a) 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),  (b) stating the dates to which the minimum rent and
additional  rent have been paid,  (c)  stating  whether or not there  exists any
known default by the requesting party under this Lease,  and, if so,  specifying
each such default,  and (d) such other information as may be reasonably required
by the  requesting  party  or any  mortgagee,  it being  intended  that any such
statement  may be relied  upon by the  requesting  party,  by any  mortgagee  or
prospective  mortgagee of any mortgage affecting the Land and/or Building or the
leasehold  estate under any ground or underlying lease affecting the Land and/or
Building and improvements  thereon,  or may be relied upon by the landlord under
any such ground or underlying  lease or a purchaser of Lessee's estate under any
such ground or  underlying  lease or any interest  therein,  or the mortgagee of
such  mortgage,  or by any  lender  of Tenant or of any  permitted  assignee  of
Tenant's interest in this Lease.



                                   ARTICLE 27

                              Waiver of Jury Trial


     Landlord and Tenant hereby waive trial by jury in any action, proceeding or
counterclaim  that may hereafter be  instituted  against the other on any matter
whatsoever,  other than those  involving  property  damage or  personal  injury,
arising out of or in any way  connected  with this Lease,  the  relationship  of
Landlord and Tenant, the use or occupancy of the Demised Premises, including any
claims or injury or damage,  or any  emergency  or other  statutory  remedy with
respect thereto.



                                   ARTICLE 28

                              Surrender of Premises


     Section 28.01. Upon the expiration or other termination of the term of this
Lease,  Tenant shall quit and surrender  the Demised  Premises in good order and




                                       49
<PAGE>


condition,  ordinary  wear and tear and damage by fire or other  casualty or the
elements  excepted,  and shall  remove  all its  property  therefrom,  except as
otherwise provided in this Lease. Tenant's obligation to observe or perform this
covenant shall survive the  expiration or other  termination of the term of this
Lease.

     Section  28.02.  In the event  Tenant  shall  remain in  possession  of the
Demised  Premises after the expiration or other  termination of the term of this
Lease,  such  holding  over shall not  constitute a renewal or extension of this
Lease.  Landlord,  may, at its option,  elect to treat  Tenant as one who is not
removed at the end of the term, and thereupon be entitled to all of the remedies
against  Tenant  provided  by law in that  situation  or  Landlord  may elect to
construe such holding over as a tenancy from  month-to-month,  subject to all of
the terms and conditions of this Lease,  except as to the duration thereof,  and
the minimum  rent shall be due, in either of such  events,  at a monthly  rental
rate equal to two (2) times the monthly  installment of minimum rent which would
otherwise be payable for such month,  together with any and all additional  rent
as would otherwise be due under this Lease.



                                   ARTICLE 29

                              Rules and Regulations


     Section  29.01.  Tenant,  its  servants,  employees,  agents,  visitors and
licensees  shall  observe  faithfully  and  comply  strictly  with the rules and
regulations  set forth in Schedule "C"  attached  hereto and made a part hereof,
and any  reasonable  changes in or additions  thereto.  Landlord  shall have the
right from time to time during the term of this Lease to make reasonable changes
in and  additions  to the  rules  thus set  forth,  provided  such  changes  and
additions are applicable to all other office tenants in the Building.

     Section 29.02. Any failure by Landlord to enforce any rules and regulations
now or hereafter  in effect,  either  against  Tenant or any other tenant in the
Building,  shall not  constitute a breach  hereunder or waiver of any such rules
and  regulations.   All  such  rules  and  regulations   shall  not  be  applied
discriminately as against Tenant.






                                       50
<PAGE>


                                   ARTICLE 30

                     Successors and Assigns and Definitions


     Section 30.01. The covenants,  conditions and agreements  contained in this
Lease  shall  bind and enure to the  benefit  of  Landlord  and Tenant and their
respective  distributees,  legal  representatives,  successors  and,  except  as
otherwise provided herein, their assigns.

     Section  30.02.  The term  "Landlord" as used in this Lease,  so far as the
covenants and agreements on the part of Landlord are concerned  shall be limited
to mean and  include  only the owner or owners  at the time in  question  of the
tenant's  estate under any ground or underlying  lease and the title of Landlord
covering the Land and/or the Building and improvements  thereon. In the event of
any assignment or assignments of such tenant's estate and title, Landlord herein
named (and in case of any subsequent  assignment,  the then  assignor)  shall be
automatically  freed and relieved from and after the date of such  assignment of
all  personal  liability  as  respects  the  performance  of any  of  Landlord's
covenants and agreements thereafter to be performed, provided that such assignee
shall be bound by and assume all of such covenants and  agreement,  and provided
further  that  Tenant's  security  deposit is  transferred  and  assigned to the
assignee;  it being intended that Landlord's  covenants and agreements  shall be
binding on Landlord,  its  successors  and assigns only during and in respect of
their successive periods of such ownership.

     However,  in any event,  Landlord shall not have any personal  liability or
obligation  by  reason  of any  default  by  Landlord  under  any of  Landlord's
covenants  and  agreements in this Lease.  In case of such default,  Tenant will
look only to Landlord's estate, as tenant, under such ground or underlying lease
and/or its interest in the Building and all other  improvements on the property,
to recover  any loss or damage  resulting  therefrom;  and Tenant  shall have no
right to nor  shall  Tenant  assert  any  claim  against  nor have  recourse  to
Landlord's other property or assets to recover such loss or damage.

     Section  30.03.  All pronouns or any  variation  thereof shall be deemed to
refer to  masculine,  feminine or neuter,  singular or plural as the identity of
the person or persons may require;  and if Tenant shall consist of more than one
(1) person, the obligations of such persons, as Tenant,  under this Lease, shall
be joint and several.

     Section 30.04.  The definitions  contained in Schedule D annexed hereto are
hereby made a part of this Lease.






                                       51
<PAGE>


                                   ARTICLE 31

                                     Notices

     Any notice, statement,  certificate,  request,  approval, consent or demand
required or  permitted  to be given under this Lease shall be in writing sent by
registered  or  certified  mail,  return  receipt  requested  (or  by  reputable
commercial  overnight  courier  service),  addressed,  as the  case  may be,  to
Landlord, at 750 Lexington Avenue, New York, New York 10022, and to Tenant prior
to the  Commencement  Date at 805 Third Avenue,  8th floor,  New York, New York,
10022, and after the Commencement of Tennant's business at the Demised Premises,
or to such other addresses as Landlord or Tenant respectively shall designate in
the manner  herein  provided.  Such  notice,  statement,  certificate,  request,
approval,  consent or demand shall be deemed to have been given on the date when
mailed, as aforesaid, or on the date of delivery by overnight courier. A copy of
any default  notice from  Landlord to Tenant  shall be likewise  sent to Glen S.
Edelman,  Esq., Mandell,  Mandell,  Okin & Edelman LLP, 3000 Marcus Avenue, Lake
Success, New York 11042.



                                   ARTICLE 32

                           No Waiver; Entire Agreement


     Section 32.01. The specific remedies to which Landlord may resort under the
provisions of this Lease are  cumulative and are not intended to be exclusive of
any  other  remedies  or means of  redress  to which  Landlord  may be  lawfully
entitled  in case of any  breach  or  threatened  breach by Tenant of any of the
terms, covenants and conditions of this Lease. The failure of either Landlord or
Tenant to insist upon the strict performance of any of the terms,  covenants and
conditions of this Lease,  or to exercise any right or remedy herein  contained,
shall not be  construed  as a waiver or  relinquishment  for the  future of such
term,  covenant,  condition,  right or remedy.  A receipt by Landlord of minimum
rent or additional  rent with  knowledge of the breach of any term,  covenant or
condition of this Lease shall not be deemed a waiver of such breach.  This Lease
may not be changed or terminated  orally.  In addition to the other  remedies in
this Lease  provided,  Landlord  shall be entitled to restraint by injunction of
the  violation  or  attempted  or  threatened  violation  of any  of the  terms,
covenants  and  conditions  of this  Lease  or to a  decree,  any  court  having
jurisdiction in the matter,  compelling performance of any such terms, covenants
and conditions.

     Section  32.02.  No receipt of monies by Landlord  from  Tenant,  after any
re-entry or after the  cancellation  or  termination of this Lease in any lawful
manner,  shall reinstate the Lease; and after the service of notice to terminate




                                       52
<PAGE>


this Lease,  or after  commencement  of any action,  proceeding or other remedy,
Landlord  may demand,  receive  and  collect  any monies due,  and apply them on
account of  Tenant's  obligations  under this Lease but  without in any  respect
affecting  such notice,  action,  proceeding  or remedy,  except that if a money
judgment is being  sought in any such action or  proceeding,  the amount of such
judgment shall be reduced by such payment.

     Section  32.03.  If Tenant is in arrears in the payment of minimum  rent or
additional  rent,  Tenant  waives its right,  if any, to designate  the items in
arrears  against  which any  payments  made by  Tenant  are to be  credited  and
Landlord  may  apply  any of such  payments  to any  such  items in  arrears  as
Landlord,  in  its  sole  discretion,  shall  determine,   irrespective  of  any
designation or request by Tenant as to the items against which any such payments
shall be  credited,  provided  that any such  application  shall  not  prejudice
Tenant's right to dispute any particular item.

     Section  32.04.  No payment by Tenant nor  receipt by  Landlord of a lesser
amount  than may be required  to be paid  hereunder  shall be deemed to be other
than on account of any such payment,  nor shall any  endorsement or statement on
any check or any letter  accompanying any check tendered as payment be deemed an
accord and  satisfaction  and Landlord may accept such check or payment  without
prejudice  to  Landlord's  right to recover the  balance of such  payment due or
pursue any other remedy in this Lease provided.

     Section 32.05.  This Lease and the Schedules  annexed hereto constitute the
entire agreement  between Landlord and Tenant referable to the Demised Premises,
and all prior negotiations and agreements are merged herein.

     Section  32.06.  If any term or provision of this Lease or the  application
thereof  to any  person or  circumstance  shall,  to any  extent,  be invalid or
unenforceable,  the remainder of this Lease,  or the application of such term or
provision  to persons or  circumstances  other than those as to which it is held
invalid  or  unenforceable,  shall not be  affected  thereby,  and each term and
provision  of this Lease shall be valid and be  enforced  to the fullest  extent
permitted by law.

     Section  32.07 In the event either party  hereunder  commences an action or
proceeding  against the other with respect to this Lease,  the prevailing  party
shall  be  entitled  to  recover  its  reasonable  legal  fees and  expenses  in
connection therewith.

     Section 32.08 It is  understood  and agreed that this Lease is submitted to
Tenant on the  understanding  that it shall not be considered an offer and shall
not bind Landlord in any way  whatsoever  until (i) Tenant has duly executed and
delivered  duplicate  originals to Landlord,  and (ii) Landlord has executed and
delivered one of said fully executed originals to Tenant.




                                       53
<PAGE>



                                   ARTICLE 33

                                    Captions


     The  captions of Articles  in this Lease are  inserted  only as a matter of
convenience  and for reference and they in no way define,  limit or describe the
scope of this Lease or the intent of any provision thereof.



                                   ARTICLE 34

                              Inability to Perform


     Except as  otherwise  provided  herein  (i.e.  casualty  clause),  Tenant's
obligation  to pay minimum  rent and  additional  rent and to perform all of the
other  terms,  covenants  and  conditions  of this Lease shall not be  affected,
diminished,  or excused  if, by reason of  unavoidable  delays  (as  hereinafter
defined), Landlord fails or is unable to supply any services or make any repairs
of perform  any work which under this Lease  Landlord  has  expressly  agreed to
supply, make or perform,  and the time for the performance or observance thereof
shall be extended for the period of time as Landlord shall have been so delayed.

     The words  "unavoidable  delays",  as used in this Lease shall mean (a) the
enactment of any law or issuance of any governmental  order,  rule or regulation
(i) prohibiting or restricting  performance of work of the character required to
be  performed  by Landlord  or Tenant  under this  Lease,  or (ii)  establishing
rationing or priorities in the use of materials, or (iii) restricting the use of
labor,  and (b)  strikes,  lockouts,  acts of God,  inability to obtain labor or
materials  or  adequate  substitutes,   enemy  action,  civil  commotion,  fire,
unavoidable  casualty or other causes beyond the reasonable  control of Landlord
(other than financial inability) or Tenant's.



                                   ARTICLE 35

                         No Representations by Landlord



     Neither  Landlord  nor any  agent  or  employee  of  Landlord  has made any
representation  whatsoever  with  respect  to the  Demised  Premises  except  as
expressly set forth in this Lease.  Tenant  represents  that it has made its own




                                       54
<PAGE>



investigation  and examination of all of the relevant data and is relying solely
on its own judgment in connection  therewith and in executing this Lease. Except
as otherwise  provided in this Lease,  the taking of  possession  of the Demised
Premises  by Tenant  shall be  conclusive  evidence  that  Tenant  accepts  said
premises "as is" and that the Demised Premises and the Building were in good and
satisfactory condition at such time.



                                   ARTICLE 36

                                  Rent Control


     In the event the minimum  rent and/or  additional  rent or any part thereof
provided  to be paid by Tenant  under the  provisions  of this Lease  during the
demised  term shall become  uncollectible  or shall be reduced or required to be
reduced or refunded by virtue of any Federal,  State, County, or City law, order
or regulation,  or by any direction of a public officer or body pursuant to law,
or the orders,  rules,  code or regulations of any organization or entity formed
pursuant to law, 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),  not to exceed the minimum rent and
additional  rent  provided  herein.  Upon the  termination  of such  legal  rent
restriction,  (a) the  minimum  rent  and/or  additional  rent 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
promptly upon being billed, to the maximum extent legally permissible, an amount
equal to (i)  minimum  rent  and/or  additional  rent 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 37

                              Late Payment Charges

     If Tenant shall fail to pay any minimum rent or additional  rent within ten
(10) days after its due date,  Tenant  shall pay a late  charge of $.02 for each
$1.00  which  remains  unpaid  after  such  period to  compensate  Landlord  for




                                       55
<PAGE>


additional expense in processing such late payment. In addition, if Tenant fails
to pay any minimum rent or  additional  rent within  fifteen (15) days after its
due date,  Tenant  shall pay  interest  thereon from the date due until the date
paid at the rate of one and one-half percent  (1-1/2%),  per month. If any check
of Tenant in payment of any sum due under this Lease,  including but not limited
to minimum rent and additional rent,  fails to clear the bank,  (except for bank
error) Tenant shall pay a charge of $100.00.




                                   ARTICLE 38

                                Security Deposit


     Section 38.01.  Concurrently with the execution of this Lease, Tenant shall
deposit with  Landlord  the sum of $456,300,  by Letter of Credit as provided in
Section 38.02, as security for the faithful performance and observance by Tenant
of the terms,  provisions and  conditions of this Lease.  Tenant agrees that, in
the event that Tenant  defaults in respect of any of the terms,  provisions  and
conditions of this Lease  (including  the payment of minimum rent and additional
rent) beyond  applicable  grace periods,  Landlord may notify the "Issuing Bank"
(as such term is defined in Section  38.02)  and  thereupon  receive  all of the
monies  represented by the said Letter of Credit and use,  apply,  or retain the
whole or any part of such  proceeds,  to the extent  required for the payment of
any rent, additional rent, or any other sum as to which Tenant is in default, or
for any sum that  Landlord  may expend or may be required to expend by reason of
Tenant's  default,  in respect of any of the terms,  covenants and conditions of
this Lease (including any damages or deficiency  accrued before or after summary
proceedings or other re-entry by Landlord),  and Landlord shall hold the portion
of such monies not applicable to Tenant's obligations as security for the future
performance of Tenant's obligations under this Lease. In the event that Landlord
applies or retains any portion or all of the  proceeds of such Letter of Credit,
Tenant shall forthwith restore the amount so applied or retained so that, at all
times, the amount deposited shall be $456,300. If Tenant shall fail or refuse to
make such additional deposit,  Landlord shall have the same rights in law and in
equity and under this Lease as it has with respect to a default by Tenant in the
payment of minimum  rent.  In the event that Tenant  shall fully and  faithfully
comply  with all of the terms,  provisions,  covenants  and  conditions  of this
Lease,  the cash  security  or Letter of  Credit,  as the case may be,  shall be
promptly  returned to Tenant within thirty (30) days after the  expiration  date
and after delivery of possession of the entire  Demised  Premises to Landlord in
the condition provided in this Lease for such delivery of possession.




                                       56
<PAGE>


     Section  38.02.  The letter of credit (the  "Letter of Credit")  shall be a
clean,  irrevocable and unconditional  Letter of Credit issued by and drawn upon
any commercial  bank (the "Issuing  Bank") with offices for banking  purposes in
the City of New York and  having a net worth of not less  than  $500,000,000.00,
which Letter of Credit shall have an initial term of not less than one year or t
hereafter  having a term  expiring not less than ninety (90) days  following the
expiration of the term of this Lease, shall permit multiple  drawings,  shall be
transferable  by the  beneficiary  at one or more  occasions at no charge to the
beneficiary and otherwise be in form and content  satisfactory  to Landlord,  be
for the account of Landlord  and be in the amount of  $456,300.  Notwithstanding
the  foregoing,  if at any time the net worth of the  Issuing  Bank is less than
$500,000,000.00  or its  rating  is  downgraded  from its  current  rating,  and
provided  Tenant does not replace the existing Letter of Credit with a Letter of
Credit  meeting the  criteria of Section  38.02 within the sooner of thirty (30)
days following  Tenant's receipt of Landlord's notice to Tenant of either of the
foregoing  events or the number of days remaining  until the expiration  date of
the  existing  Letter of Credit,  Landlord  shall  have the  right,  at any time
thereafter,  to draw down the entire  proceeds  pursuant to the terms of Section
38.01 as cash security  pending the  replacement  of such Letter of Credit.  The
Letter of Credit shall provide that:

          (a) the  Issuing  Bank shall pay to  Landlord  or its duly  authorized
     representative an amount up to the face amount of the Letter of Credit upon
     presentation of the Letter of Credit and a sight draft, in the amount to be
     drawn;

          (b) it shall be deemed automatically renewed,  without amendment,  for
     consecutive periods of one (1) year each thereafter during the term of this
     Lease, unless Issuing Bank sends written notice (hereinafter referred to as
     the Non-Renewal Notice) to Landlord by certified or registered mail, return
     receipt  requested,  not less  than  sixty  (60) days  next  preceding  the
     expiration  date of the  Letter  of Credit  that it elects  not to have the
     Letter of  Credit  renewed,  and it being  agreed  that the  giving of such
     Non-Renewal  Notice  shall for the  purpose of this  Article 38 be deemed a
     default under this Lease, provided,  however, there shall be no default and
     Landlord  may not draw upon the  Letter of  Credit  if Tenant  delivers  to
     Landlord a  replacement  Letter of Credit as  provided in  subdivision  (e)
     below;

          (c) Landlord,  for  the  period following  the  thirtieth  (30th)  day
     subsequent  to  its  receipt  of a  Non-Renewal  Notice  and  prior  to the
     expiration date of the Letter of Credit, shall have the right,  exercisable
     by means of sight draft, to receive the monies represented by the Letter of
     Credit and hold such  proceeds  pursuant  to the terms of Section  38.01 as
     cash security pending the replacement of such Letter of Credit; and




                                       57
<PAGE>


          (d) upon  Landlord's  sale or assignment of its estate as Tenant under
     any ground or underlying  lease, the Letter of Credit shall be transferable
     by Landlord, as provided in Section 38.03.

     Section 38.03. In the event Landlord's estate as tenant under any ground or
underlying Lease is sold or assigned,  Landlord shall have the right to transfer
the cash security or the Letter of Credit then held by Landlord to the vendee or
assignee,  and Landlord shall thereupon be released by Tenant from all liability
for the return of such cash security or Letter of Credit, provided such assignee
acknowledges receipt of same. In such event, Tenant agrees to look solely to the
new  Landlord  for the return of said cash  security or Letter of Credit.  It is
agreed that the  provisions  hereof shall apply to every  transfer or assignment
made of the cash security or Letter of Credit to a new Landlord.

     Section 38.04.  Tenant  covenants  that it will not assign or encumber,  or
attempt  to  assign or  encumber,  the  monies  or  Letter  of Credit  deposited
hereunder as security,  and that neither  Landlord nor its successors or assigns
shall be bound by any such assignment,  encumbrance,  attempted  assignment,  or
attempted encumbrance.

     Section 38.05. The use of the security, as provided in this Article,  shall
not be deemed or construed as a waiver of Tenant's default or as a waiver of any
other rights and remedies to which Landlord may be entitled under the provisions
of this  Lease by reason of such  default,  it being  intended  that  Landlord's
rights to use the whole or any part of the security  shall be in addition to but
not in  limitation  of any such other  rights and  remedies;  and  Landlord  may
exercise any of such other rights and remedies  independent of or in conjunction
with its rights under this Article.



                                   ARTICLE 39

                             Landlord's Contribution


     Subject to the  provisions  of Article 5 of this  Lease,  Tenant  agrees to
perform the initial work and installations required to make the Demised Premises
suitable  for the  conduct of  Tenant's  business.  Tenant  agrees to deliver to
Landlord,  for Landlord's  approval,  the plans and  specifications for Tenant's
initial work on or before June 15, 2000. Landlord agrees to contribute up to the
sum of $175,500 ('Landlord's  Contribution") toward the cost of such work, which
shall include hard and soft costs and  Landlord's  fees, if any.  Landlord shall
pay to Tenant,  from time to time, but not more often that once a month,  ninety
(90%) percent of the cost of the work requested by Tenant theretofore  performed
by the contractor,  provided Tenant delivers to Landlord  concurrently  with its
request,  receipted  bills of the  contractor  involved  approved  by Tenant,  a
certificate  by Tenant's  architect  that such bills have been  approved and the
work or materials evidenced by such bills have been satisfactorily  performed or
delivered and a waiver of mechanic's  lien signed by the contractor with respect
to the amount paid as evidenced by the receipted  bill,  such payment to be made
to Tenant within ten (10) days after receipt of Tenant's  request  together with
the aforesaid documentation.  Notwithstanding the foregoing, Tenant shall advise
Landlord of the cost to be charged by any of Tenant's  contractors  for the work




                                       58
<PAGE>


to be  performed  by such  contractors  prior to employing  such  contractor  to
perform its work.  Landlord shall have the right to match the cost chargeable by
such contractor(s),  provided notice thereof is given to Tenant within seven (7)
days after  Landlord's  receipt of Tenant's  notice of such cost.  In such event
Landlord  shall  perform  the  work at such  cost  and  within  the  time  frame
specified,  the  amount  thereof to be  applied  in  reduction  of the amount of
Landlord's  Contribution.  The work performed by Landlord shall be comparable to
the specifications, materials and quality of the work of the contractor proposed
by Tenant.  Within  ten (10) days after  Landlord  receives a  certificate  from
Tenant's  architect  stating that  Tenant's  work  (including  the work, if any,
performed by Landlord) has been substantially completed,  that the same has been
performed in compliance with all applicable  Governmental  Requirements  and the
approved  plans  and  specifications  and  delivery  to  Landlord  of the  final
"sign-off"  letters  and  equipment  use  permits  (as  necessary)  for all work
performed  from the  applicable  municipal  authorities,  Landlord  shall pay to
Tenant  the  aggregate  of the ten (10%)  percent  sums  retained  by  Landlord.
Landlord  shall have no obligation or  responsibility  to pay any cost exceeding
the amount of Landlord's Contribution. If the amount Tenant expends for the cost
exceeds the amount of Landlord's  Contribution,  Tenant shall be responsible for
the payment to the  contractors  of the excess.  If said amount is less than the
amount of Landlord's  Contribution,  Landlord shall not be obligated to pay such
difference to Tenant. Tenant shall indemnify and hold Landlord harmless from and
against any and all claims,  costs and  expenses  in  connection  with such work
exceeding the amount of Landlord's Contribution.



                                       59
<PAGE>


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


                                        INTERNATIONAL PLAZA ASSOCIATES L.P.
                                        By:  750 Lexington Avenue Corporation
                                             its sole general partner

                                        By:
                                           -------------------------------------
                                           Charles Steven Cohen, President


                                        US WIRELESS DATA, INC.


                                        By:
                                           -------------------------------------
                                           Name: Dean M. Leavitt
                                           Title: CEO

                                        Tenant







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<PAGE>



                          CERTIFICATE OF ACKNOWLEDGMENT



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 said State,  personally  appeared  Charles
Steven  Cohen,  personally  known  to  me  or  proved  to me  on  the  basis  of
satisfactory  evidence  to be the  individual  whose name is  subscribed  to the
within  instrument  and  acknowledged  to me that he  executed  the  same in his
capacity,  and that by his signature on the instrument,  the individual,  or the
person upon behalf of which the individual acted, executed the instrument.




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




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 said State,  personally  appeared  Dean M.
Leavitt,  personally  known to me or proved  to me on the basis of  satisfactory
evidence to be the individual whose name is subscribed to the within  instrument
and  acknowledged  to me that he executed the same in his capacity,  and that by
his signature on the instrument,  the  individual,  or the person upon behalf of
which the individual acted, executed the instrument.





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




                                       61
<PAGE>


                                   SCHEDULE A

                                   Floor Plan






                                       62
<PAGE>


                                   SCHEDULE B

                               Description of Land



PARCEL I

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
59th Street with the westerly side of Lexington Avenue;

RUNNING THENCE  northerly along the westerly side of Lexington  Avenue 80 feet 5
inches;

THENCE westerly parallel with the northerly side of East 59th Street and through
the center of a party wall, 65 feet;

THENCE  northerly  parallel with Lexington  Avenue 20 feet to the center line of
the block between east 59th and East 60th Streets;

THENCE  easterly  along the center line of the block and parallel with East 59th
Street 1 foot 6 inches;

THENCE  northerly  parallel with  Lexington  Avenue 100 feet 5 inches  through a
party wall to the southerly  side of East 60th Street to a point distant 63 feet
6 inches from the corner formed by the  intersection  of the  southerly  side of
60th Street with the westerly side of Lexington Avenue;

THENCE westerly along the southerly side of 60th Street 61 feet 6 inches;

THENCE  southerly  parallel with Lexington  Avenue and part of the way through a
party wall 100 feet 5 inches to the center line of the block  between  East 59th
and East 60th Streets;

THENCE easterly along the center line of the block 5 feet;

THENCE southerly parallel with the westerly side of Lexington Avenue part of the
way  through a party wall 100 feet 5 inches to the  northerly  side of East 59th
Street;

THENCE  easterly  along the  northerly  side of East 59th Street 120 feet to the
point or place of BEGINNING.



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<PAGE>



PARCEL II

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

BEGINNING at the corner formed by the intersection of the southerly side of 60th
Street with the westerly side of Lexington Avenue;

RUNNING  THENCE  westerly  along  the  southerly  side of 60th  Street 63 feet 6
inches;

THENCE southerly parallel with Lexington Avenue and part of the distance through
a party wall 100 feet 5 inches to the center line of the block;

THENCE  westerly  along said  center  line of the block and  parallel  with 60th
Street 1 foot 6 inches;

THENCE southerly parallel with Lexington Avenue 20 feet;

THENCE  easterly  parallel  with 60th Street and part of the distance  through a
party wall 65 feet to the westerly side of Lexington Avenue;

THENCE  northerly along the westerly side of Lexington  Avenue 125 feet 5 inches
to the corner aforesaid, the point or place of BEGINNING.






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<PAGE>



                                   SCHEDULE C

                              Rules and Regulations


     1. The  rights  of  tenants  in the  entrances,  corridors,  elevators  and
escalators  of the  Building  are  limited to  ingress  to and  egress  from the
tenants'  premises  for the  tenants  and their  employees,  licensees,  guests,
customers  and  invitees,  and no tenant  shall  use,  or permit the use of, the
entrances,  corridors,  escalators or elevators for any other purpose. No tenant
shall invite to the tenant's  premises,  or permit the visit of, persons in such
significant  numbers or under such conditions as to unreasonably  interfere with
the use and enjoyment of any of the plazas,  entrances,  corridors,  escalators,
elevators and other facilities of the Building by other tenants.  Fire exits and
stairways are for  emergency use only,  and they shall not be used for any other
purposes 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.  The  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.  Landlord further reserves
the right,  at any time, to install a  message/package  center in an area in the
Building designated by Landlord and reasonably  accessible to and for the common
use of tenant's,  and the tenants shall comply with the  procedures for the same
set forth by the Landlord.

     2. The  reasonable  cost of repairing any damage to the public  portions of
the Building or the public  facilities or to any facilities  used in common with
other tenants, caused by a tenant or the employees, licensees or invitees of the
tenant, shall be paid by such tenant.

     3. The  Landlord may refuse  admission to the Building  outside of ordinary
business  hours to any person not known to the  watchman in charge or not having
Landlord  approved  identification,  and may require all persons  admitted to or
leaving the Building  outside of ordinary  business hours to register.  Tenant's
agents and visitors  shall be  permitted  to enter and leave the building  after
ordinary business hours whenever  appropriate  arrangements have been previously
made between the Landlord and the Tenant with respect thereto. Each tenant shall
be responsible for all persons for whom he requests such permission and shall be
liable to the Landlord for all acts of such persons.  Any person whose  presence
in  the  Building  at any  time  shall,  in the  judgment  of the  Landlord,  be
prejudicial to the safety,  character,  reputation and interests of the Building
or  its  tenants  may  be  denied  access  to the  Building  or may be  rejected
therefrom.  In case of invasion,  riot, public excitement or other commotion the
Landlord may prevent all access to the Building  during the  continuance  of the
same,  by closing  the doors or  otherwise,  for the safety of the  tenants  and




                                       65
<PAGE>


protection  of property in the  Building.  The  Landlord  may require any person
leaving the Building with any package or other object to exhibit a pass from the
tenant  from whose  premises  the  package or object is being  removed,  but the
establishment   and  enforcement  of  such  requirement  shall  not  impose  any
responsibility  on the Landlord  for the  protection  of any tenant  against the
removal of property from the premises of the tenant.  The 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  tenant's  premises or the
Building under the provisions of this rule.

     4.  No  tenant  shall  obtain  or  accept  for use in its  premises  towel,
barbering,  boot blacking,  floor polishing,  lighting maintenance,  cleaning or
other  similar  services  from any persons  not  authorized  by the  Landlord in
writing to furnish  such  services,  provided  always  that the charges for such
services by persons  designated  by the Landlord are  comparable to the industry
charge.  Such  services  shall be furnished  only at such hours,  in such places
within the tenant's  premises and under such  reasonable  regulations  as may be
fixed by the Landlord.

     5. No awnings or other  projections  over or around  the  windows  shall be
installed  by any  tenant,  and only  such  window  blinds  as are  supplied  or
permitted by the Landlord shall be used in a tenant's premises.

     6.  There  shall not be used in any space,  or in the  public  halls of the
Building,  either by the  Tenant or by jobbers or  others,  in the  delivery  or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.

     7. All entrance  doors in each tenant's  premises shall be left locked when
the tenant's  premises are not in use.  Entrance doors shall not be left open at
any time. All windows in each tenant's premises if operable shall be kept closed
at all times and all blinds therein above the ground floor shall be lowered when
and 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.

     8. No noise,  including  the playing of any musical  instruments,  radio or
television,  which, in the judgment of the Landlord, might disturb other tenants
in the Building shall be made or permitted by any tenant.  Nothing shall be done
or permitted in any tenant's premises, and nothing shall be brought into or kept
in any  tenant's  premises,  which  would  impair or  interfere  with any of the
Building  services  or the  proper  and  economic  heating,  cleaning  or  other
servicing of the Building or the premises,  or the use or enjoyment by any other
tenant of any other  premises,  nor shall there be  installed  by any tenant any
ventilating, air conditioning,  electrical or other equipment of any kind which,




                                       66
<PAGE>


in  the  judgment  of  the  Landlord,   might  cause  any  such   impairment  or
interference.  No  dangerous,  flammable,  combustible  or  explosive  object or
material shall be brought into the Building by any tenant or with the permission
of any tenant.

     9. Tenant shall not permit any cooking or food odors  emanating  within the
Demised Premises to seep into other portions of the Building.

     10. No acids,  vapor 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
purpose for which they were designed or constructed, and no sweepings,  rubbish,
rags, acids or other foreign substances shall be deposited therein.  All damages
resulting  from any misuse of the fixtures  shall be borne by the tenant who, or
whose servants,  employees, agents, visitors or licensees, shall have caused the
same.

     11. No signs, advertisement,  notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the outside or inside
the premises or the Building  without the prior written consent of the 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 by
such removal to the tenant or tenants violating this rule.  Notwithstanding  the
foregoing,  subject  to  Landlord's  consent,  Tenant  may  install  at its door
entrance at the elevator  back and front door Tenant's  identification  sign and
logo.  Interior  signs and lettering on doors and elevators  shall be inscribed,
painted,  or affixed for each tenant by Landlord at the expense of such  tenant,
(the  charge  not to exceed  that which a  reputable  outside  contractor  would
charge),  and  shall be of a size,  color  and style  reasonably  acceptable  to
Landlord.  Landlord  shall have the right to  prohibit  any  advertising  by any
tenant which  impairs the  reputation of the building or its  desirability  as a
building  for  offices,  and upon  written  notice from  Landlord,  Tenant shall
refrain from or discontinue such advertising.

     12. No  additional  locks or belts of any kind shall be placed  upon any of
the doors or windows in any  tenant's  premises  and no lock on any door therein
shall be changed or altered in any respect.  Upon the  termination of a tenant's
lease, all keys of the tenant's  premises and toilet rooms shall be delivered to
the Landlord.

     13.  Except as set forth on Tenant's  plans  delivered in  connection  with
Tenant's  initial  work, no tenant shall mark,  paint,  drill into or in any way
deface any part of the  Building  or the  premises  demised to such  tenant.  No
boring, cutting or stringing of wires shall be permitted,  except with the prior
written consent of Landlord, which will not be unreasonably withheld or delayed,
and as Landlord may  reasonably  direct.  No tenant shall  install any resilient
tile or similar floor covering in the premises  demised to such tenant except in
a manner approved by Landlord.




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     14. No tenant  shall use or occupy,  or permit any portion of the  premises
demised  to such  tenant  to be used or  occupied,  as an  office  for a  public
stenographer  or typist,  or as a barber or manicure  shop,  or as an employment
bureau. No tenant or occupant shall engage or pay any employees in the Building,
except those actually  working for such tenant or occupant in the Building,  nor
advertise for laborers giving an address at the Building.

     15. No premises  shall be used,  or permitted to be used, at any time, as a
store for the sale or display of goods,  wares or merchandise of any kind, or as
a restaurant,  shop, booth,  bootblack or other stand, or for the conduct of any
business or occupation  which  predominantly  involves  direct  patronage of the
general public in the premises demised to such tenant,  or for  manufacturing or
for other similar purposes.

     16. The  requirements of tenants will be attended only upon  application at
the office of the Building.  Employees of Landlord shall not perform any work or
do anything  outside of the regular  duties,  unless under special  instructions
from the office of the Landlord.

     17. Each tenant  shall,  at its expense,  provide  artificial  light in the
premises demised to such tenant for Landlord's agents, contractors and employees
while  performing  janitorial or other  cleaning  services and making repairs or
alterations in said premises.

     18. The tenant's employees shall not loiter around the hallways, stairways,
elevators,  front,  roof or any other part of the Building used in common by the
occupants thereof.

     19. If the premises demised to any tenant become infested with vermin, such
tenant,  at  its  sole  cost  and  expense,  shall  cause  its  premises  to  be
exterminated,  from time to time,  to the  satisfaction  of  Landlord  and shall
employ such  exterminators  therefor as shall be approved by Landlord,  provided
that costs charged by such exterminator is commercially competitive.

     20. No bicycle  or other  vehicle  and no  animals  shall be allowed in the
showrooms, offices, halls, corridors or any other parts of the Building.

     21. Except as currently existing in the Demised Premises or as set forth on
Tenant's  initial  plans  for  its  initial  work,  Tenant  shall  not,  without
Landlord's  prior  written  consent,  install or  operate  any  hearing  device,
refrigerating  or air  conditioning  equipment,  steam  or  internal  combustion
engine,  boiler,  stove,  machinery or  mechanical  devices upon the premises or
carry on any mechanical or manufacturing  business thereon,  or use or permit to
be brought  into the  Building  flammable  fluids  such as  gasoline,  kerosene,
benzene or naphtha or use any  illumination  other  than  electric  lights.  All




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equipment,  fixtures,  lamps and bulbs shall be compatible  with, and not exceed
the  capacity  of the  Building's  electric  system.  No  explosives,  firearms,
radioactive  or toxic or hazardous  substances or materials,  or other  articles
deemed hazardous to life, limb or property shall be brought into the Building or
the Premises.

     22.  Tenant  must list all  furniture  and  fixtures  to be taken  from the
Building upon a form  approved by Landlord.  Such list shall be presented at the
office of the Building for approval before acceptance by the security officer or
elevator operator.

     23. Tenant, its customers, invitees, licensees, agents, servants, employees
and guests  shall not  encumber  or  obstruct  sidewalks,  entrances,  passages,
courts,  vestibules,  halls,  elevators,  stairways  or other common areas in or
about the Building.

     24. Tenant shall not allow  anything to be placed against or near the glass
in the  partitions  between  the  premises  and the  halls or  corridors  of the
Building which shall diminish the light in the halls or corridors.

     25. Upon termination of this Lease,  Tenant shall surrender all keys of the
premises  and of the  Building  and  give to  Landlord  the  explanation  of the
combination of all locks on safes or vault doors in the Premises.

     26. Tenant shall provide the Building Manager with keys to all locks on any
doors of the  premises,  subject to the  provisions  of Article 15, the Building
Manager  shall  be  allowed  admittance  to the  premises  in the  event  of any
emergency, fire or other casualty that may arise in other appropriate instances.

     27. Unless otherwise advised by Landlord,  neither Tenant nor its employees
shall undertake to regulate the radiator controls of thermostats, but Tenant may
use thermostats to control the temperature in the Demised Premises. Tenant shall
report to the office of the  Building  whenever  such  thermostats  or  radiator
controls are not working properly or satisfactorily.

     28. All window treatments that are visible from the street shall be subject
to Landlord's approval.

     29.  Tenant  assumes  full  responsibility  for  protecting  its space from
weather,  theft, robbery and pilferage,  which includes keeping doors locked and
other means of entry into the premises closed and secured.

     30. Tenant shall not sell food of any kind or cook in the Building.  Tenant
may serve complimentary foods to its employees and agents provided that it shall
first comply with all Legal Requirements.




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     31. Water in the premises shall not be wasted by Tenant or its employees by
tying or wedging back the faucets of the washbowls or otherwise.

     32.  All  messengers  shall be  required  to sign in and obtain a pass from
either the front desk or the elevator  starters.  Contractors  and other workmen
shall use only the freight elevators for all movement within the Building.

     33. Landlord  reserves the right at any time, to install a  message/package
center  in an  area  in the  Building  designated  by  Landlord  and  reasonably
accessible  to and for the common use of the tenants,  and tenants  shall comply
with the procedures for the same set forth by the Landlord.












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                                   SCHEDULE D

                                   Definitions


     (a) The term  mortgage  shall  include an indenture of mortgage and deed of
trust to a trustee  to secure an issue of bonds,  and the term  mortgagee  shall
include such a trustee.

     (b) The terms include,  including and such as shall each be construed as if
followed by phrase "without being limited to".

     (c) The term  obligations  of this Lease,  and words of like import,  shall
mean the covenants to pay rent and  additional  rent under this Lease and all of
the other  covenants and  conditions  contained in this Lease.  Any provision in
this Lease that one party or the other or both shall do or not do or shall cause
or permit or not cause or permit a particular  act,  condition,  or circumstance
shall be  deemed  to mean  that  such  party so  covenants  or both  parties  so
covenant, as the case may be.

     (d) The term Tenant's obligations hereunder,  and words of like import, and
the term Landlord's obligations hereunder,  and words of like import, shall mean
the  obligations  of this Lease which are to be performed or observed by Tenant,
or by Landlord,  as the case may be.  Reference to performance of either party's
obligations under this Lease shall be construed as "performance and observance".

     (e) Reference to Tenant being or not being in default  hereunder,  or words
of like import, shall mean that Tenant is in default after any applicable notice
and expiration of any applicable  cure period in the  performance of one or more
of  Tenant's  obligations  hereunder,  or  that a  condition  of  the  character
described in Section  16.01 has  occurred  and  continues or has not occurred or
does not continue, as the case may be.

     (f)  Except  as  specifically  mentioned  in the  Lease  to  the  contrary,
references  to  Landlord  as having  no  liability  to  Tenant or being  without
liability to Tenant,  shall mean that Tenant is not  entitled to terminate  this
Lease,  or to claim actual or  constructive  eviction,  partial or total,  or to
receive any  abatement or diminution of rent, or to be relieved in any manner of
any of its other obligations hereunder,  or to be compensated for loss or injury
suffered or to enforce any other kind of liability  whatsoever  against Landlord
under or with respect to this Lease or with respect to Tenant's use or occupancy
of the Demised Premises.

     (g) The term laws and/or  requirements  of public  authorities and words of
like import shall mean laws and ordinances of any and all of the Federal, state,
city,  county and borough  governments  and rules,  regulations,  orders  and/or



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directives of any or all departments, subdivisions, bureaus, agencies or offices
thereof,  or of any  governmental,  public or quasi-public  authorities,  having
jurisdiction  in the  premises,  and/or  the  direction  of any  public  officer
pursuant to law.

     (h) The term  requirements  of  insurance  bodies and words of like  import
shall mean rules,  regulations,  orders and other  requirements  of the New York
Board  of  Fire   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  of the Building  and/or the
Demised Premises.

     (i) The term repair shall be deemed to include  restoration and replacement
as may be necessary to achieve and/or maintain good working order and condition,
and all such repairs  shall be deemed to be  performed  in good and  workmanlike
manner and of a quality  equal to or better than that which existed prior to the
event requiring the repair.

     (j) Reference to termination  of this Lease includes  expiration or earlier
termination of the term of this Lease or  cancellation of this Lease pursuant to
any of provisions of this Lease or to law. Upon a termination of this Lease, the
term  and  estate  granted  by this  Lease  shall  end at  noon  of the  date of
termination  as if such  date  were the date of  expiration  of the term of this
Lease and neither  party shall have any further  obligation  or liability to the
other after such  termination  (i) except as shall be expressly  provided for in
this  Lease,  or (ii) except for such  obligation  as by its nature or under the
circumstances can only be, or by the provisions of this Lease, may be, performed
after such termination,  and, in any event,  unless expressly otherwise provided
in this Lease,  any  liability for a payment which shall have accrued to or with
respect  to any  period  ending at the time of  termination  shall  survive  the
termination of this Lease.

     (k) The term in full force and effect when herein used in reference to this
Lease as a  condition  to the  existence  or  exercise of a right on the part of
Tenant shall be construed in each  instance as including  the further  condition
that at the time in  question  no default on the part of Tenant  exists,  and no
event has occurred  which has  continued to exist for such period of time (after
the  notice,  if any,  required by this  Lease),  as would  entitle  Landlord to
terminate this Lease or to dispossess Tenant.

     (l) The term Tenant shall mean Tenant herein named or any assignee or other
successor in interest  (immediate or remote) of Tenant herein named,  while such
Tenant or such assignee or other  successor in interest,  as the case may be, is
in  possession  of the  Demised  Premises  as owner of the  Tenant's  estate and
interest granted by this Lease and also.




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     (m) Words and phrases used in the  singular  shall be deemed to include the
plural and vice versa,  and nouns and  pronouns  used in any  particular  gender
shall be deemed to include any other gender.

     (n) The rule of ejusdem  generis shall not be applicable to limit a general
statement  following  or  referable  to an  enumeration  of specific  matters to
matters similar to the matters specifically mentioned.

     (o) All references in this Lease to numbered  Articles,  numbered  Sections
and lettered  Schedules  are  references to Articles and Sections of this Lease,
and Schedules  annexed to (and thereby made part of) this Lease, as the case may
be, unless expressly otherwise designated in the context.




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                                   SCHEDULE E

                             Cleaning Specification

                                       for

                              750 Lexington Avenue
                             New York City, New York


Landlord  will  perform  cleaning  services in the Demised  Premises and related
areas as follows:

NIGHTLY

                  Empty and wipe clean all ash trays.

                  Empty and wipe clean all waste receptacles.

                  Wipe clean all areas within hand high reach; including but not
                  limited to window sills, wall ledgers,  chairs, desks, tables,
                  baseboards, file cabinets, convector enclosures,  pictures and
                  all manner of office furniture.

                  Wipe clean all glass top desks and tables.

                  Sweep with treated cloths all composition tile flooring.

                  Carpet sweep all carpeted areas, and vacuum clean weekly.


COMMON AREA LAVATORIES (Nightly or as otherwise designated)

                  Wash and dry all bowls, seats urinals, washbasins and mirrors.

                  Wash and wipe dry all metal work.

                  Empty paper towel and sanitary napkin disposal receptacles and
                  remove to designated area.

                  Insert  toilet  tissue,   toweling  and  soap  in  dispensers;
                  supplies to be furnished by Tenant.

                  Sweep and wash floors.



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                  Wipe clean all sills, partitions and ledges.

                  Wipe clean exterior of waste cans and dispensing units.

                  Wash both partitions monthly.

                  Wash tile walls monthly.

                  Wash and dry  interior  of waste  cans and  sanitary  disposal
                  containers weekly. Machine scrub flooring monthly.

                  Dust exterior of light fixtures monthly.


FLOOR MAINTENANCE

                           High dusting public areas


                           High dust all walls,  ledges,  pictures,  anemostats,
                           registers,  grilles,  etc.,  not  reached  in  normal
                           nightly cleaning quarterly.


WINDOW CLEANING SERVICES


                  Clean all exterior windows, inside and out periodically during
                  the year, as Landlord deems necessary.


RUBBISH REMOVAL SERVICES

                  Remove all dry normal office rubbish and paper from the office
                  premises only, Monday through Friday, holidays excepted.





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