Exhibit 10(ii)d

                                 LEASE ABSTRACT

                            FOUR WORLD TRADE CENTER

                               NOVEMBER 17, 1997

                                Index of Topics

                                                                            Page

1.    Tenant: ............................................................     1
2.    Landlord: ..........................................................     1
3.    Building: ..........................................................     1
4.    Date of Lease: .....................................................     1
5.    Description of the Premises: .......................................     1
6.    Commencement Date: .................................................     2
7.    Term: ..............................................................     5
8.    Use: ...............................................................     5
9.    Basic Rental: ......................................................     5
10.   Additional Basic Rental: ...........................................     9
11.   Vendors: ...........................................................     9
12.   Maintenance and Repair: ............................................     9
13.   Access: ............................................................    10
14.   Special Construction: ..............................................    11
15.   Construction Generally: ............................................    12
16.   Removal and Restoration: ...........................................    15
17.   Finishing Allowance: ...............................................    16
18.   Sales Tax Exemption: ...............................................    19
19.   Signs: .............................................................    19
20.   Entry: .............................................................    20
21.   Desk Space: ........................................................    21
22.   Notices: ...........................................................    21
23.   Payments: ..........................................................    21
24.   Insurance: .........................................................    21
25.   Late Charges: ......................................................    22
26.   Rent Abatement: ....................................................    22
27.   HVAC: ..............................................................    22
28.   Elevators: .........................................................    23
29.   Loading Dock: ......................................................    23
30.   Security System: ...................................................    23
31.   Water: .............................................................    24
32.   Electricity: .......................................................    25
33.   Condenser Water: ...................................................    26
34.   Chilled Water: .....................................................    26
35.   Premises Cleaning: .................................................    27
36.   Communications: ....................................................    27
37.   Electric Generators: ...............................................    27
38.   Roof Antenna: ......................................................    27
39.   Renewal: ...........................................................    27
40.   Additional Space - Third Floor: ....................................    28
41.   Building Right of First Refusal: ...................................    29
42.   Self Help: .........................................................    32


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                                 Lease Abstract

1.    Tenant:                 Bankers Trust Company

2.    Landlord:               The Port Authority of New York and New Jersey

3.    Building:               4 World Trade Center

4.    Date of Lease:          August 27, 1997

5.    Description of
      the Premises:           Total: 276,912 rentable square feet.

                              Area A - entire fourth floor - 90,830 rentable
                              square feet.

                              Area A-1 - p/o sixth floor - 68,462 rentable
                              square feet.

                              Area A-2 - remainder of sixth floor - 21,868
                              rentable square feet.

                              Area A-3 - p/o fifth floor - 55,515 rentable
                              square feet.

                              Area A-3-1 - p/o fifth floor - temporary elevator
                              shaft space.

                              Area A-4 - remainder of fifth floor - 35,467
                              rentable square feet.

                              Area A-5 - p/o third floor - elevator shaft space
                              - 229 rentable square feet.

                              Area A-6 - p/o plaza floor - private entrance area
                              - 667 rentable square feet.

                              Area A-7 - roof area - for fuel storage tank for
                              electrical generators - 254 rentable square feet.

                              Area A-8 - ninth floor - existing electrical
                              generator - 484 rentable square feet.

                              Area A-9 - roof - penthouse areas - for additional
                              electrical generator and chiller units - 2,350
                              rentable square feet.
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                              Area A-10 - exclusive loading dock slip.

                              Area A-11 - p/o seventh floor - elevator shaft
                              space - 786 rentable square feet.

                              Area A-12 - p/o mezzanine level - elevator pit
                              space.

6.    Commencement Date:      Area A - seventy-five (75) days after August 27,
                              1997, which is November 10, 1997 (note - if
                              Tenant's Demolition Work in Area A is prevented by
                              certain failures of the Port Authority to make
                              repairs, provide ingress and egress or supply
                              certain services, or by reason of a strike, in
                              effect on or before October 27, 1997, not caused
                              by Lessee, Lessee may be entitled to a rent credit
                              for each day prior to October 27, 1997 for which
                              performance of the Demolition Work is so
                              prevented; see page 14 of Lease).

                              Area A-1 - November 15, 1997.

                              Area A-2 - June 15, 1998.

                              Area A-3 - March 15, 1999.

                              Area A-4 - August 1, 1999.

                              Area A-5 - The earlier of the date Lessee
                              commences construction in the third floor elevator
                              shaft (provided that Lessee shall notify the Port
                              Authority of intent to commence such work not less
                              than fifteen (15) Business Days prior to
                              commencement of such work), or the date that the
                              Port Authority shall tender possession of the
                              elevator shaft on the fifth floor (in the event
                              that a surrender is obtained from Standard
                              Chartered Bank) or March 15, 1999, which is the
                              Commencement Date for Area A-3 on the fifth floor
                              (i.e., the intention is that the Commencement Date
                              for the third floor elevator shaft space is no
                              sooner than the Commencement Date for the fifth
                              floor elevator shaft space).

                              Area A-6 - January 1, 1998.

                              Area A-7 - October 1, 1997.


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                              Area A-8 - October 1, 1997.

                              Area A-9 - October 1, 1997.

                              Area A-10 - November 10, 1997.

                              Area A-1l - January 1, 1998.

                              The above Commencement Dates in the case of Areas
                              A-1, A-2, A-3 or A-4 are subject to postponement
                              if the entire Area is not in Delivery Condition
                              and for any or all of the Areas is subject to
                              postponement if not available or ready for
                              occupancy or use by reason of fire or other
                              casualty, causes beyond the control of the Port
                              Authority or holdover by an occupant, except as
                              set forth below as to the Occupied Space, or for
                              any other reason as specifically provided in pages
                              5-10 of the Lease, with various cancellation
                              rights by the Lessee as to the Area affected.
                              Additionally, if the postponement is not due to
                              causes beyond the control of the Port Authority,
                              Lessee may be entitled to a credit against rents
                              for the area affected as provided on page 7 of the
                              Lease.

                              The work to put in the space in Delivery Condition
                              required to be substantially completed by the Port
                              Authority prior to the Commencement Date of each
                              of Areas A-1, A-2, A-3 and A-4 is set forth on
                              pages 208 through 210 of the Lease (if the Lessee
                              wishes that the Port Authority remove air-cooling
                              ducts, it must specify same to Port Authority in a
                              plan not less than ninety (90) days prior to the
                              Port Authority's commencement of the demolition
                              work). The Port Authority shall give Lessee not
                              less than five (5) Business Days prior notice of
                              the completion (subject to minor "punch list"
                              items) of the work so as to permit the Lessee to
                              inspect such Area at least two (2) Business Days
                              prior to the Commencement Date for that Area.
                              Acceptance by the Lessee of such Area and
                              commencement of its construction and installation
                              work is a deemed acknowledgement of completion.


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                              Notwithstanding the foregoing, as provided on page
                              15 of the Lease, if on November 15, 1997 space
                              shown as the Merrill Lynch area or the Telecom
                              Closet on the 6th floor is not available and in
                              Delivery Condition because it continues to be
                              occupied by an occupant, and the balance of Area
                              A-1 is in Delivery Condition, the Area A-1
                              Commencement Date shall nevertheless occur. When
                              rent commences on Area A-1 the Lessee shall be
                              entitled to a certain credit reflecting rent
                              payable as to any such Occupied Space until the
                              Occupied Space is delivered in Delivery Condition.
                              The Port Authority is to keep Lessee fully
                              informed of its reasonable efforts to cause the
                              occupants to vacate the Occupied Space. The
                              Merrill Lynch space is subject to a lease expiring
                              September 30, 1997 and the Telecom Closet is
                              subject to a month to month lease to New York
                              Blood Bank which the Port Authority is required to
                              terminate effective no later than September 30,
                              1997. The Port Authority must give Lessee not less
                              than ten (10) Business Days prior notice of the
                              effective date of tender of the Occupied Space in
                              Delivery Condition.

                              The Commencement Date of Area A-3-1 (which is
                              temporary elevator shaft space on the 5th floor
                              until March 15, 1999 when Area A-3 is to be
                              available) is, as provided on page 16 of the
                              Lease, conditional upon the Port Authority
                              obtaining a Surrender Agreement from Standard
                              Chartered and the agreement of Standard Chartered
                              to permit Lessee to enter its premises to
                              construct the elevator in the surrendered space.
                              The Port Authority must give Lessee not less than
                              twenty (20) days notice of the effective date of
                              the Surrender and Consent Agreement of Standard
                              Chartered Bank. Lessee has agreed not to
                              unreasonably interfere with Standard Chartered
                              while performing the elevator work, which may
                              include overtime work. The term of the temporary
                              letting of Area A-3-1 expires on the Area A-3
                              Commencement Date.


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7.    Term:                   The term expires on the twentieth (20th)
                              anniversary of the Area A Commencement Date or
                              November 10, 2017.

                              Any party can request an agreement setting forth
                              the actual Commencement Dates.

8.    Use:                    Clerical, administrative and executive offices for
                              the Lessee's international and domestic banking,
                              investment, securities, trust, insurance and other
                              financial services business and all other uses
                              ancillary or incidental thereto, and for such
                              other types of business previously engaged in by
                              office tenants at the World Trade Center (the Port
                              Authority to advise Lessee as to such previous
                              uses). In the event that title to the building is
                              transferred to a private landlord, then the Lessee
                              may use the premises, in addition, for any other
                              lawful purpose, subject to the limitations set
                              forth on pages 19 and 20 of the Lease.

9.    Basic Rental:           (a)   Area A:

                              (1)   Area A Rent Commencement date through the
                                    day preceding the First Increase Date,
                                    $2,225,340.00 per annum, in monthly
                                    installments of $185,445.00; and

                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $2,316,165.00 per annum, in monthly
                                    installments of $193,013.75; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $2,497,824.00 per annum, in
                                    monthly installments of $208,152.00.

                              (b)   Area A-1:

                              (1)   Area A-1 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $1,677,321.00 per annum, in monthly
                                    installments of $139,776.75; and


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                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $1,745,781.00 per annum, in monthly
                                    installments of $145,481.75.

                              (3)   Second Increase Date throughout the balance
                                    of the term, $1,882,710.00 per annum, in
                                    monthly installments of $156,892.50.

                              (c)   Area A-2:

                              (1)   Area A-2 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $535,770.00 per annum, in monthly
                                    installments of $44,647.50; and

                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $557,634.00 per annum, in monthly
                                    installments of $46,469.50; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $601,371.00 per annum, in
                                    monthly installments of $50,114.25; and

                              (d)   Area A-3:

                              (1)   Area A-3 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $1,360,119.00 per annum, in monthly
                                    installments of $113,343.25; and

                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $1,415,634.00 per annum, in monthly
                                    installments of $117,969.50; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $1,526,664.00 per annum, in
                                    monthly installments of $127,222.00.

                              (e)   Area A-4:

                              (1)   Area A-4 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $868,944.00 per annum, in monthly
                                    installments of $72,412.00; and


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                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $904,416.00 per annum, in monthly
                                    installments of $75,368.00; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $975,348.00 per annum, in
                                    monthly installments of $81,279.00.

                              (f)   Area A-5:

                              (1)   Area A-5 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $5,616.00 per annum, in monthly installments
                                    $468.00; and

                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $5,844.00 per annum, in monthly installments
                                    $487.00; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $6,300.00 per annum, in monthly
                                    installments of $525.00.

                              (g)   Area A-6:

                              (1)   Area A-6 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $23,340.00 per annum, in monthly
                                    installments of $1,945.00; and

                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $24,684.00 per annum, in monthly
                                    installments of $2,057.00; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $26,016.00 per annum, in
                                    monthly installments of $2,168.00.

                              (h)   Area A-11;

                              (1)   Area A-11 Rent Commencement Date through the
                                    day preceding the First Increase Date,
                                    $19,260.00 per annum, in monthly
                                    installments of $1,605.00; and


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                              (2)   First Increase Date through the day
                                    preceding the Second Increase Date,
                                    $20,040.00 per annum, in monthly
                                    installments of $1,670.00; and

                              (3)   Second Increase Date throughout the balance
                                    of the term, $20,832.00 per annum, in
                                    monthly installments of $1,736.00.

                              The "Rent Commencement Date" for each of Area A,
                              Area A-1, Area A-2, Area A-3, Area A-4, Area A-5,
                              Area A-6 and Area A-11 shall mean the 455th day
                              following the Commencement Date for that Area, the
                              "First Increase Date" shall be the 180th day
                              following the 7th anniversary of the Area A
                              Commencement Date (i.e., May 9, 2005) and the
                              "Second Increase Date" shall be the 5th
                              anniversary of the First Increase Date (i.e., May
                              9, 2010).

                              Accordingly the Area A Rent Commencement Date is
                              February 8, 1999.

                              If the Rent Commencement Date, First Increase Date
                              or Second Increase Date for any Area shall be
                              other than the first day of a calendar month, the
                              installment of basic rental payable for the month
                              shall be prorated.

                              No rent is payable for Area A-7, Area-8 or Area
                              A-9, or for the space shown on Exhibit A-12 (see
                              page 51 of the Lease).

                              The rent for Area A-3-1 (temporary elevator shaft)
                              is $5,268 per annum in monthly installments of
                              $439 commencing on the Commencement Date for Area
                              A-3-1 until the Area A-3 Commencement Date.

                              Lessee may elect to accept Areas A-1, A-2, A-3 or
                              A-4 in other than Delivery Condition, by notice to
                              the Port Authority within five (5) Business Days
                              after such acceptance, in which event the Port
                              Authority will give a credit for the Area; see
                              page 14 of the Lease.


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10.   Additional Basic
      Rental:                 From and after July 1, 1998 for each rentable
                              square foot then in the premises (other than in
                              Areas A-7, A-8, A-9 and A-12) Lessee shall pay the
                              difference between the taxes for the tax year
                              beginning on each July 1 over the taxes for the
                              tax year beginning July 1, 1997.

                              From and after July 1, 1998 Lessee shall pay at an
                              annual rate equal to $O.0065 for each $0.01, or
                              major fraction thereof, that the wage rate exceeds
                              the wage rate in effect on January 1, 1998
                              multiplied by the rentable square feet then in the
                              premises (other than in Areas A-7, A-8, A-9 and
                              A-12).

                              The additional rent shall be payable in monthly
                              installments equal to one-twelfth (1/12th) of the
                              annual rate after notice thereof given by the Port
                              Authority.

11.   Vendors:                Lessee may (as provided on page 33 of the Lease)
                              obtain through independent vendors, food,
                              beverage, water and vending machine, and floor
                              waxing and other maintenance services and rubbish
                              or garbage removal services, if vendor will not
                              cause a labor disturbance, and the contract for
                              such services must permit cancellation by Lessee
                              on short term notice in the event that vender does
                              cause labor disturbances.

12.   Maintenance
      and Repair:             In addition to the usual maintenance and repair
                              obligations, as provided on page 37 of the Lease,
                              Lessee must do all preventive maintenance and make
                              all necessary repairs, replacements and painting
                              to the plumbing, fixtures and furniture located in
                              the bathrooms on the 3rd floor, on the 6th floor
                              when the full floor is part of the premises and
                              the 5th floor which are not accessible by public
                              corridors, but the Port Authority shall make all
                              repairs, replacements and rebuilding to all
                              plumbing providing utilities to any such


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                              bathroom within the walls or beneath the floor of
                              such bathroom.

13.   Access:                 The Port Authority may close the Church Street
                              lobby if it constructs a functionally equivalent
                              lobby in the building providing access to the
                              World Trade Center Plaza; see page 50 of the
                              Lease.

                              The Port Authority will not materially adversely
                              interfere with access from the Liberty Street
                              Bridge between the building and Two World Trade
                              Center and the private elevator lobby on the plaza
                              (Area A-6). The Lessee shall not materially
                              adversely interfere with free access of others
                              between its private elevator lobby and the Liberty
                              Street Bridge.

                              The access to Area A-11, the elevator shaft area
                              on the 7th floor, is presently through a public
                              corridor, but in the event the public corridor is
                              leased by the Port Authority, it must reserve a
                              right of entry through the leased space to permit
                              Lessee such access to the machinery and equipment
                              installed in Area A-11, as specified on page 51 of
                              the Lease.

                              Lessee is granted a license to use the volume of
                              space described in Area A-12 on the mezzanine
                              level commencing January 1, 1998 for construction
                              of an elevator pit, with access thereto in
                              accordance with a separate letter exchanged by the
                              Port Authority with Express, Inc. (the tenant of
                              that space), but with access to such space only
                              until April 1, 1998, when the elevator pit
                              construction must be completed. The hours of such
                              construction must be arranged directly with the
                              tenant; see page 51 of the Lease.

                              The Port Authority had previously arranged access
                              to space of two tenants on the 5th and 6th floors
                              to allow Lessee to construct a telecommunications
                              closet in their space, in accordance


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                              with letters signed by Standard Chartered Bank and
                              Commodities Exchange Center.

                              The Port Authority and Lessee executed a side
                              letter in which Lessee agreed to do this work on
                              an overtime basis, reimburse the tenant for any
                              security costs and indemnify the Port Authority
                              for certain liabilities.

14.   Special
      Construction:           Lessee may install a private elevator in the areas
                              marked on the Lease exhibits for that purpose, but
                              the cost of constructing walls separating and
                              demising such elevator areas from other spaces on
                              the plaza, 3rd floor and temporary elevator shaft
                              on the 5th floor shall be reimbursed by the Port
                              Authority to the Lessee in the same manner as the
                              Finishing Allowance; see page 59 of the Lease.

                              Lessee shall at its own cost demise the Area A-9
                              premises from the remaining portion of the roof
                              penthouse area and install a ventilation grille
                              over such portion of Area A-9; see page 60 of the
                              Lease.

                              Lessee may rebuild the bridge connecting 130
                              Liberty Street (without Port Authority approval)
                              but subject to legal requirements (which may
                              require NYC Department of Transportation and other
                              approvals) and with approval by the Port Authority
                              construct a private entrance in Area A-6 for
                              access from the Plaza and to which the private
                              elevator shall connect; see page 59 of the Lease.

                              Lessee is required to perform certain demolition
                              work in Area A specified on page 77 of the Lease
                              (Area A Demolition Work) and certain work to
                              increase the HVAC capacity including construction
                              of a new mechanical room on the 3rd floor and the
                              installation of additional electric capacity in
                              the electrical closets in Area A, Area A-1, and
                              Area A-2, specified on page 79 of the Lease (HVAC
                              Work). Lessee's bids for this


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                              work must be separate from its remaining
                              construction work.

                              Lessee shall also renovate the existing bathrooms
                              on the 4th floor, 5th floor and 6th floor
                              commencing as of the respective delivery to the
                              Lessee by the Port Authority of premises on that
                              floor (Bathroom Work). Lessee is use reasonable
                              efforts to insure that bathrooms on each floor are
                              available both for men and women for other tenants
                              on that floor. Fixtures and colors are to be
                              specified by the Port Authority and the
                              configuration of the bathrooms is to be similar to
                              the existing. The 6th floor contains one less
                              ladies' room, and Lessee must either double the
                              size of the existing ladies' room or construct an
                              additional ladies' room; see page 81 of the Lease.

15.   Construction
      Generally:              Any alterations, improvements or replacements
                              generally require the Port Authority's prior
                              consent, not to be arbitrarily or capriciously
                              withheld in accordance with the provisions on page
                              53 of the Lease. Generally, it is required that a
                              form construction application be submitted to the
                              Port Authority in order to obtain the consent
                              together with the plans and specifications
                              covering the proposed work, which may be submitted
                              on an Area by Area basis.

                              The Port Authority is not to charge any fees
                              except as set forth on page 58 of the Lease.

                              The Port Authority must approve contractors and
                              subcontractors, within five (5) Business Days
                              after receiving request, such disapproval to be
                              based upon limited reasons set forth on page 61 of
                              the Lease. Failure to respond in five (5) Business
                              Days shall be deemed approval. Additionally, the
                              Port Authority approves certain contractors listed
                              on Schedule C for Lessee's initial construction,
                              which list may


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                              thereafter be supplemented as provided on page 61
                              of the Lease.

                              As specified on page 62 of the Lease, the Port
                              Authority must approve or disapprove of the
                              construction application within 22 Business Days
                              unless the Lessee gives the Port Authority not
                              less than 12 Business Days advance notice of
                              submission, in which event the response shall be
                              within 12 Business Days after submission (if
                              submitted on the date originally specified).
                              Revisions to the plans must be approved or
                              disapproved by the Port Authority within 16
                              Business Days, but if 12 advance Business Days
                              notice is given, the Port Authority must respond
                              within 12 Business Days after submission (if
                              submitted on the date originally specified).

                              Lessee may elect professional certification, in
                              which event the Port Authority must respond within
                              10 Business Days after receipt. Whether or not the
                              Port Authority responds in the 10 Business Day
                              period, Lessee may commence construction in
                              accordance with its plans (other than structural
                              modifications or connections to building systems)
                              if it has met with the physical facilities
                              director of the Port Authority. The Port
                              Authority's review must be on the basis of
                              compliance with legal requirements and the Port
                              Authority's Construction Review Manual.

                              In order to occupy the premises upon completion of
                              Lessee's construction in each Area, Lessee must
                              obtain a permit from the Port Authority, by
                              delivering a final certificate signed by the
                              Lessee and Lessee's architect; see pages 64 and 70
                              of the Lease; upon receipt of the certificates the
                              Port Authority shall within 5 Business Days
                              inspect the work and either not certify it or
                              deliver a temporary permit in accordance with the
                              criteria set forth on page 65 of the Lease.


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                              Failure by the Port Authority to comply with the
                              time periods as to response to plans and
                              specifications and, inspection and issuance of
                              permits may result in a rent credit to the Lessee
                              based upon the formula set forth on pages 66 and
                              67 of the Lease.

                              Lessee is required to use its best efforts to
                              cause its contractors, architects or engineers to
                              indemnify the Port Authority as provided on page
                              68 of the Lease and obtain insurance as provided
                              on page 69 of the Lease; in the case of
                              contractors, such contractor's obligations applies
                              whether or not caused by the contractor, except
                              that as to a particular construction application
                              these obligations with respect of contractors with
                              respect to third persons' acts can be covered by
                              an indemnity and insurance of the Lessee and its
                              general contractor or construction manager;
                              therefore, Lessee should require such broad
                              indemnity and insurance of its general contractor
                              or construction manager.

                              If Lessee shall designate one or more individuals
                              to the Port Authority, the Port Authority's
                              inspectors shall report to such individuals when
                              reviewing or inspecting the work.

                              The Port Authority must within 15 Business Days
                              after receipt of the certificate inspect and
                              deliver a final permit to occupy the Area, and
                              upon receipt of the final permit for the last Area
                              for which Lessee is performing its initial
                              construction, Lessee shall deliver to the Port
                              Authority as built drawings; see page 73 of the
                              Lease.

                              Notwithstanding the foregoing, as set forth on
                              page 74 of the Lease, the Lessee shall not be
                              required to obtain the Port Authority's consent to
                              perform decorating work, such as painting and wall
                              papering, relocate existing electrical outlets
                              (without slab drilling) or install or replace
                              communications cabling in the premises


                                      -14-
<PAGE>

                              not connected to building systems provided that
                              within 15 Business Days after completion Lessee
                              provides a description of the work to the Port
                              Authority with a certificate as set forth on page
                              75 of the Lease.

                              Additionally, Lessee may perform non-structural
                              interior work of a type that no building permit
                              would be required if the building were under
                              private ownership, without filing a construction
                              application, but by requesting the Port
                              Authority's prior approval, which shall be given
                              within 10 Business Days after receipt of the plans
                              and specifications or a written description of the
                              work and a Certificate of Lessee as described on
                              page 76 of the Lease.

16.   Removal and
      Restoration:            As specified on pages 54 and 55 of the Lease,
                              Lessee shall prior to the Expiration Date remove
                              kitchens, stairwells, vaults, elevator and
                              elevator equipment, electrical generators,
                              structural steel enforcement or other items
                              installed by Lessee not typically installed or
                              usable in an average business office. If Lessee
                              shall state at the time of its construction
                              application which items are not typical of a
                              business office, then the Port Authority at the
                              time of approval of the construction may state
                              that it will require the removal of one or more of
                              such items, or if the Port Authority shall have
                              failed to respond with respect to any such items,
                              then such items need not be removed.

                              There is no obligation of restoration except for
                              vertical penetrations (other than small diameter
                              core boarings) and other structural work which
                              adversely affects the useability or value of the
                              premises, including elevator shafts or stairwell
                              openings.

                              Lessee shall prior to the Expiration Date also
                              remove computer and telecommunications equipment,
                              furniture and removable fixtures and other


                                      -15-
<PAGE>

                              personal property unless within 60 days prior
                              thereto the Port Authority advises Lessee that it
                              need not remove such items, in which case the
                              Lessee may nevertheless remove such items.

17.   Finishing
      Allowance:              If Lessee elects to install a totalizing
                              electricity meter system, the Port Authority shall
                              reimburse Lessee for the Lessee's cost of
                              construction and installation of the system in
                              each Area, but not in excess of $80,000 in the
                              aggregate.

                              The Port Authority shall reimburse the Lessee for
                              its cost of the Area A Demolition Work in the
                              amount equal to the lowest responsive contractors'
                              bid plus extra costs for unforeseen field
                              conditions if, for work costing less than $10,000
                              Lessee shall notify the Port Authority prior to
                              performing the work, and for work costing $10,000
                              or more if Lessee has received the Port
                              Authority's approval which shall be deemed given
                              if the Port Authority has not notified the Lessee
                              of its approval within 3 Business Days after a
                              request; see page 78 of the Lease.

                              The Port Authority shall reimburse the Lessee for
                              the cost to the Lessee of performing the HVAC
                              Work, based on separate bids from Lessee's
                              contractors.

                              The Port Authority will reimburse the Lessee for
                              the cost of performing the Bathroom Work upon
                              completion of each bathroom, but not in excess of
                              $100,000 for each bathroom, except that
                              reimbursement with respect to completion of the
                              construction of the additional ladies room on the
                              6th floor shall not exceed $50,000 or if Lessee
                              elects to enlarge the existing ladies room shall
                              not exceed $150,000 for the enlarged ladies room.

                              The Port Authority shall also reimburse Lessee as
                              follows as set forth on pages 83 and 84 of the
                              Lease:


                                      -16-
<PAGE>

                              Area A finishing allowance for construction and
                              installation work in Area A but not in excess of
                              $4,541,500.

                              Area A-1 finishing allowance for the cost of
                              construction and installation work in Area A-1 but
                              not in excess of $3,423,100.

                              Area A-2 finishing allowance for the cost of
                              construction and installation work in Area A-2 but
                              not in excess of $1,093,400.

                              Area A-3 finishing allowance for the cost of
                              construction and installation work in Area A-3 but
                              not in excess of $2,775,750.

                              Area A-4 finishing allowance for the cost of
                              construction and installation work in Area A-4 but
                              not in excess of $1,773,350.

                              Area A-5 finishing allowance for the cost of
                              construction and installation work in Area A-5 but
                              not in excess of $11,450.

                              Area A-6 finishing allowance for the cost of
                              construction and installation work in Area A-6 but
                              not in excess of $33,350.

                              Area A-11 finishing allowance for the cost of
                              construction and installation work in Area A-11
                              but not in excess of $39,300.

                              Each Allowance may be drawn monthly on or about
                              the 10th day of each calendar month except that
                              the Allowance for bathroom work is paid as each
                              bathroom is completed and the Allowance for the
                              totalizing electric meter system is paid as each
                              system is completed in each Area. The monthly
                              payments of the Allowance require a certificate of
                              the Lessee to be delivered to the Port Authority
                              as provided in pages 84 through 86 of the Lease
                              accompanied by evidence of payment of the previous
                              certificates, such as canceled checks or


                                      -17-
<PAGE>

                              other receipts. The requisition may be for the
                              cost of performing the work described in the
                              certificate including any retainage. The amount to
                              be paid by the Port Authority will be ninety
                              percent (90%) of the requisition and shall be
                              payable within 20 Business Days.

                              The last ten percent (10%) payment of each such
                              Allowance requires that Lessee certify as to
                              completion of the work in the manner similar to
                              that required to obtain the temporary permit to
                              occupy the premises, and that the Lessee provide a
                              fully itemized statement of its cost, in
                              accordance with the provisions set forth on pages
                              78, 79 and 87 of the Lease. If any portion of the
                              cost of such work remains unreimbursed, including
                              the ten percent (10%) deductions, the Port
                              Authority shall pay the same, less the amount of
                              any claims made against the Port Authority by
                              Lessee's subcontractors in connection with the
                              work.

                              The costs which may be paid through the Allowance
                              are defined on page 89 of the Lease with the
                              limitation that engineering, architectural,
                              planning design and other professional fees do not
                              exceed twenty-five percent (25%) of the direct
                              costs. Costs also do not include payments made to
                              affiliates of Lessee in accordance with the
                              definition set forth on page 89 and 90 of the
                              Lease.

                              If, however, as provided on page 87 of the Lease,
                              Lessee does not expend the full amount of the
                              Allowance on the permissible costs applicable to
                              each respective allowance (other than for Area A
                              Demolition Work, HVAC Work, Bathroom Work or
                              totalizers), the excess shall be credited by the
                              Port Authority against the rental obligations for
                              the respective Area following the determination of
                              such Finishing Allowance.


                                      -18-
<PAGE>

                              If the Port Authority fails to make a payment of
                              any Allowance it must pay a late charge as
                              provided in a formula contained on pages 88 and 89
                              of the Lease.

18.   Sales Tax
      Exemption:              Tangible personal property purchased for
                              incorporation into the Building or in construction
                              of improvements to or for use in maintaining,
                              servicing or repairing the Building, may be exempt
                              from NY sales and use taxes. Contractors should
                              have a Form ST-120.1. This includes TI, the
                              Demolition, HVAC and Bathroom Work.

19.   Signs:                  Lessee is entitled to proportionate listings on
                              the building standard directory on each floor but
                              must pay for replacement listings at the Port
                              Authority standard rates. Lessee is entitled to
                              proportionate listings in the main building
                              directory in the lobby but must pay for
                              replacement listings at the Port Authority
                              standard rates. See page 91 of the Lease.

                              As provided on page 92, of the Lease, Lessee may
                              place its name or corporate logo on the existing
                              pedestal sign outside the Church Street entrance
                              (or if closed, outside the functionally equivalent
                              lobby to be constructed by the Port Authority on
                              the Plaza) in accordance with a drawing shown on
                              Exhibit G to the Lease.

                              In addition Lessee may install its tenant
                              identification sign in such main building lobby at
                              the back wall of the passenger elevators, not
                              exceeding 12" by 30" in size.

                              Also, Tenant may install another sign outside the
                              entrance to Lessee's special elevator lobby to be
                              constructed in Area A-6, not exceeding 12" by 60"
                              in size. The specifics of the signs must be
                              approved by the Port Authority.


                                      -19-
<PAGE>

                              There are restrictions upon the Port Authority
                              placing other tenant signage on the pedestal sign
                              which is larger or otherwise more prominent than
                              Lessee's sign. The Port Authority also shall not
                              permit the placement of any other tenant's signage
                              on the Church Street facade of the Building or the
                              facade of the replacement lobby.

                              The Port Authority shall not permit any other
                              office tenant signage adjacent to the entrance to
                              Lessee's special elevator lobby.

                              The Port Authority shall not permit the placement
                              of any tenant signage of a Direct Competitor on
                              the Liberty Street facade of the Building. A
                              Direct Competitor is an entity listed on Schedule
                              E to the Lease together with additional or
                              substitute business entities specified by Lessee
                              by notice to the Port Authority, but no more than
                              a total of 25 at any time.

                              Retail signage is not prohibited at a retail
                              tenant's entrance.

20.   Entry:                  The Port Authority reserved a right of access to
                              construct a ventilation shaft through the premises
                              for another tenant as described on pages 98 and 99
                              of the Lease. Lessee is required to make the
                              specified portion of the premises through which
                              the shaft passes available for such purpose.

                              The Port Authority may otherwise construct in the
                              premises certain pipes, conduits and lines as
                              provided on page 90 of the Lease, as long as no
                              such installation reduces the usable square feet
                              by more than 20, but if more than 100 square feet
                              is taken or in the aggregate or more than one-half
                              of one percent (.5%) of the total on any floors is
                              taken, Lessee shall be entitled to a rent
                              abatement.


                                      -20-
<PAGE>

21.   Desk Space:             In addition to subletting and assignment
                              generally, on page 112 of the Lease it is provided
                              that Lessee may permit desk space to be used by
                              persons or corporations with which it has a
                              contractual relationship.

22.   Notices:                In writing, by hand, or by nationally recognized
                              overnight courier, registered or certified U.S.
                              mail (RRR). Notices to the Port Authority go to
                              Executive Director, One World Trade Center, New
                              York, New York 10048, until changed. Notices to
                              Lessee go to Bruce Bloch at 130 Liberty Street,
                              until changed and notice only to the premises is
                              not effective. Notices are deemed given upon
                              delivery. See page 135 of the Lease.

23.   Payments:               Payments by Lessee shall be made to the Port
                              Authority of New York and New Jersey, P.O. Box
                              17309, Newark, New Jersey 07194, until changed by
                              60 days notice. See page 136 of the Lease.

24.   Insurance:              Lessee must carry liability insurance and property
                              damage insurance as provided on pages 146 and 147
                              of the Lease. Lessee may request the Port
                              Authority to approve it having a deductible in
                              excess of $250,000 which the Port Authority shall
                              not unreasonably withhold so long as larger
                              deductibles for similar policies are customarily
                              permitted by landlords of first class office
                              buildings in downtown Manhattan. Certificates of
                              compliance with the insurance requirements must be
                              delivered to the Port Authority.

                              On page 151 of the Lease there is a provision that
                              if the Port Authority does not obtain property
                              damage insurance on the building or obtains
                              insurance for less than the full replacement value
                              or with a deductible in excess of $250,000 then,
                              as to the uninsured or self insured portion, the
                              Lessee is responsible for repair to the building
                              and premises caused by insurable risks resulting
                              from the Lessee's or its employees or contractors


                                      -21-
<PAGE>

                              acts or omissions up to the lesser of $250,000 or
                              such self-insured portion. This effectively means
                              that Lessee is not protected by the normal waiver
                              of subrogation provisions as to insurable property
                              damage, and therefore should carry its own
                              insurance covering this obligation under the Lease
                              to the extent of $250,000.

25.   Late Charges:           There is a formula on page 151 of the Lease for
                              payments of late charges for payments late for at
                              least 15 calendar days. The Lessee can avoid the
                              late charge penalty for up to 30 days by
                              withholding an amount disputed in good faith from
                              the remainder of the rent and giving notice to the
                              Port Authority of the amount to be withheld and
                              the reason for the withholding, except that this
                              right does not apply to basic rental and
                              escalation (additional basic rental) or other
                              charges specified in the Lease.

26.   Rent Abatement:         If as a result of failure of the Port Authority to
                              maintain or repair, provide access or supply
                              services Lessee's operation in the premises is
                              materially adversely affected, if Lessee gives
                              notice thereof to the Port Authority and if the
                              condition continues for 6 consecutive Business
                              Days Lessee may be entitled to certain abatements
                              of rental provided on page 156 of the Lease and,
                              after 225 days, may have the right to terminate
                              the Lease, in whole or in part.

27.   HVAC:                   HVAC is required between 8:00 a.m. and 8:00 p.m.
                              on business days and between 9:00 a.m. and 1:00
                              p.m. on Saturdays, other than legal holidays, in
                              accordance with design criteria attached to the
                              Lease. Requests for services during other hours
                              are required to be made by 4:00 p.m. of the last
                              prior business day. The present charges are
                              required to be $27.50 per fan hour, with the
                              minimum activation of two fans, subject to change
                              but in no event to exceed rates generally charged
                              at the World Trade Center. Lessee may rebalance
                              the VAV boxes. See page 162 of the Lease.


                                      -22-
<PAGE>

28.   Elevators:              Passenger elevator service with at least 6 cars is
                              required from 8:00 a.m. to 6:00 p.m. Mondays
                              through Fridays and with at least 4 cars between
                              6:00 p.m. and 8:00 p.m. Mondays through Fridays
                              and 9:00 a.m. through 1:00 p.m. Saturdays, and
                              with at least 2 cars on legal holidays and outside
                              of such hours. Until June 30, 1998 the passenger
                              cars may be reduced to no less than 3 during
                              normal business hours while the Port Authority is
                              upgrading passenger elevator service.

                              Freight elevator service of at least 2 cars is
                              required 8:00 a.m. to 6:00 p.m. Mondays through
                              Fridays other than legal holidays. On overtime
                              hours Lessee may be required to pay the charge in
                              effect from time to time at the Port Authority
                              other than in connection with removal of trash and
                              debris if Lessee provides its own cleaning
                              services. The current charge for freight elevator
                              and loading dock is $55.00 per hour with certain
                              minimums as set forth on page 165 of the Lease.
                              However, for the initial move into the Premises or
                              into any additional space leased during the term,
                              and for Lessee's initial construction of such
                              space, there will be no charge for overtime,
                              freight or loading dock services, and such
                              services may be on a reserved basis for up to one
                              freight elevator and one loading dock if 7 days
                              prior notice is given to the Port Authority.

29.   Loading Dock:           A loading dock shown on Exhibit A-10 to the Lease
                              may be used exclusively by Lessee without charge
                              and the Port Authority will take commercially
                              reasonable measures to prevent others from using
                              that dock; see page 166 of the Lease.

30.   Security System:        The Port Authority will provide a pass scanning
                              system in the main lobby of the building with a
                              security desk having two security personnel to
                              issue passes, one designated for visitors to
                              Lessee generally during 8:00 a.m. to 6:00 p.m.
                              Mondays through Fridays other than legal


                                      -23-
<PAGE>

                              holidays, and at other times one such security
                              person to oversee the use of the scanning
                              equipment. At Lessee's election the Port Authority
                              will provide at Lessee's expense additional
                              security personnel to issue passes to the visitors
                              of the Lessee in the main lobby outside of normal
                              business hours (otherwise visitors must obtain
                              passes elsewhere in the World Trade Center); see
                              page 166 of the Lease.

                              In addition, either the Lessee or the Port
                              Authority may require that pass scanning equipment
                              be installed at the private entrance to Lessee's
                              premises in Area A-6, in either case at Lessee's
                              sole cost and expense. Lessee may request a
                              written estimate of the cost of such equipment,
                              which estimate may represent a cap on Lessee's
                              required reimbursement under the circumstances
                              provided on page 167 of the Lease. At Lessee's
                              request the Port Authority shall provide security
                              personnel to issue passes to visitors in Lessee's
                              private entrance to its premises during hours as
                              Lessee shall specify; however, the entrance cannot
                              be left unlocked and unattended without "positive
                              access control equipment" such as floor-to-ceiling
                              single purpose revolving door mechanism. Lessee
                              may instead lock the entrance to its private
                              elevator lobby when security personnel are not
                              present; see page 167 of the Lease.

                              Lessee may request any security personnel assigned
                              to Lessee in the main elevator lobby or the
                              private elevator lobby be reassigned for good
                              cause. Lessee may request video tape records if
                              made by the Port Authority.

31.   Water:                  Hot and cold water is furnished for use by the
                              Lessee in kitchens, etc. at a charge, other than
                              for up to 3 pantries on each floor of the
                              premises, as set forth on page 169 of the Lease.


                                      -24-
<PAGE>

32.   Electricity:            Electricity is generally provided to the extent of
                              6 watts per rentable square foot to be transformed
                              to the premises in accordance with the HVAC Work.
                              If the Port Authority generally upgrades
                              electrical capacity to exceed 6 watts per rentable
                              square foot it shall likewise provide the increase
                              to the premises, pro rata, without charge or at
                              the same charge generally provided to others,
                              unless Lessee does not wish the increased
                              capacity. The Port Authority shall furnish,
                              maintain and replace submeters at its expense
                              except that the Lessee may install a totalizer
                              meter system subject to reimbursement of Lessee's
                              cost but not in excess of $80,000 for all such
                              systems in all Areas of the premises, as set forth
                              on page 83 of the Lease.

                              Payment for electricity is set forth in the
                              formula on page 171 of the Lease, which is
                              generally based on 115% of the charges paid by the
                              World Trade Center to the Power Authority of the
                              State of New York. Lessee may request copies of
                              bills received by the Port Authority for such
                              electricity to verify the Port Authority's bill to
                              Lessee. Lessee's costs are to exclude electricity
                              used in providing base building HVAC.

                              Lessee may request that the Port Authority provide
                              additional electrical capacity to the premises
                              under the circumstances set forth on page 174 of
                              the Lease, at Lessee's cost and expense. If the
                              Port Authority has no additional electrical
                              capacity for Lessee, under the circumstances set
                              forth on page 175 of the Lease application may be
                              made to the utility company to increase the
                              electrical capacity to the building, at a pro rata
                              cost to the Lessee as set forth on pages 175 and
                              176 of the Lease.

                              Lessee may also request under the circumstances
                              set forth on page 176 of the Lease that it obtain
                              electricity directly from the utility company,
                              rather than through submetering.


                                      -25-
<PAGE>

33.   Condenser Water:        Condenser water will be furnished by the Port
                              Authority sufficient for up to 200 tons of
                              capacity plus at Lessee's option, tempered fresh
                              air not exceeding 750 cubic feet per minute per
                              full floor. Charges for condenser water and fresh
                              air are set forth on pages 178 and 179 of the
                              Lease, including certain minimum charges
                              regardless of usage. However, if the Port
                              Authority elects to provide chilled water to the
                              building, it can cease to supply condenser water
                              to the extent the Lessee has not utilized the full
                              200 tons of capacity and require that such further
                              tonnage utilize chilled water; in such event, the
                              chilled water charges can be applied to the
                              condenser water minimum charge. Lessee may on a
                              one-time-basis reduce the 200 ton capacity
                              commitment for condenser water to Lessee's then
                              installed capacity, in which event there would be
                              no further minimum charge for condenser water.
                              Additionally, if the Lessee has not permanently
                              reduced the commitment, Lessee may no often than
                              once in any 12-month period temporarily reduce the
                              commitment to Lessee's then installed capacity, in
                              which event the minimum annual charges shall be
                              reduced, pro-rata, based upon the ratio of the
                              then installed tonnage to 200 tons. There is no
                              tap in charge for connecting to the condenser
                              water system.

34.   Chilled Water:          If chilled water becomes available, the Port
                              Authority may so limit Lessee's use of condenser
                              water but the Port Authority must supply chilled
                              water sufficient to make up the excess to 200 tons
                              of capacity of air-conditioning equipment; in such
                              event billing for condenser water may be affected
                              because the chilled water payments may be applied
                              to the condenser water minimum charge. If the Port
                              Authority installs the chilled water system,
                              Lessee is entitled to its pro rata share of the
                              chilled water available to the building. The
                              chilled water charges are set forth on page 188 of
                              the Lease; there are no minimums. There is no tap
                              in charge.


                                      -26-
<PAGE>

35.   Premises Cleaning:      The Port Authority provides cleaning as set forth
                              in page 163 of the Lease, both of the premises and
                              of public areas. Lessee may clean the premises
                              with its own contractor to be approved by the Port
                              Authority with a rent reduction as set forth on
                              page 185 and in Schedule G to the Lease.

36.   Communications:         If a telephone or other communications provider
                              does not have an agreement with the Port Authority
                              committing the carrier to utilize closets and
                              shaftways within the building, the Lessee may
                              arrange to connect to such provider at a location
                              outside the World Trade Center using the
                              building's closets as shaftways, which could
                              include running communications cabling over the
                              bridge from 130 Liberty Street. The Port Authority
                              may but is not required to discuss with a provider
                              lease of any space in the building to supply
                              communication services to the building. See page
                              189 of the Lease.

37.   Electric
      Generators:             The Lease gives the right the Lessee to use an
                              existing electrical generator in Area A-8, on an
                              "as is" basis. See page 180 of the Lease. In
                              addition, Lessee may install additional electrical
                              generators in Area A-9.

38.   Roof Antenna:           The Port Authority shall provide 10 square feet on
                              the roof for installation of antennas. See page
                              191 of the Lease.

39.   Renewal:                Lessee may extend the lease pursuant to 2
                              five-year renewal options; see pages 193-199 of
                              the Lease. Each option must be exercised by a date
                              at least 10 full calendar months prior to the then
                              expiration date, i.e., by December 31, 2016 in the
                              case of the first option and by December 31, 2021
                              in the case of the second option. In order to
                              exercise an option Lessee must not be in default
                              on the date of the notice or on the effective date
                              beyond any applicable notice and/or cure period.
                              Lessee may exercise its renewal option as to the
                              entire premises or as to a portion if


                                      -27-
<PAGE>

                              the portion consists of at least one entire floor
                              and contiguous portions for the entirety of an
                              adjacent floor vertically contiguous thereto. The
                              renewal rent shall be 95% of fair market value
                              rental determined in an arbitration but which
                              shall reflect no free rent period or any finishing
                              work allowance, that the brokerage commission will
                              be in accordance with the existing agreement and
                              other factors described on page 195 of the Lease,
                              including that the base periods for additional
                              basic rental shall be unchanged.

40.   Additional Space -
      Third Floor:            Lessee has a right of first refusal on space on
                              the 3rd floor shown on Exhibit A-5 as described on
                              page 199 of the Lease. Lessee must respond within
                              30 Business Days after notice of availability by
                              the Port Authority, which if the notice is given
                              after December 15, 1998 must include the Port
                              Authority's then current rental rate. The space
                              must be in "Delivery Condition" and with the HVAC
                              Work performed by the Port Authority. The Port
                              Authority must thereafter tender a supplemental
                              agreement to which the Lessee must respond within
                              30 days. Failure by the Lessee to meet the above
                              deadlines will result in loss of its rights,
                              except that if the Port Authority does not lease
                              the space within the following year, it must again
                              give the refusal notice to Lessee when the space
                              is again available.

                              The rental rate is the same as for the 4th, 5th
                              and 6th floors if Lessee exercised its option on
                              or before December 31, 1998 and, if exercised
                              thereafter is at the rate set forth in the Port
                              Authority's notice or if Lessee elects, fair
                              market rental determined by arbitration plus an
                              amortized amount of the Port Authority's cost of
                              performing the HVAC work, as set forth on page 205
                              of the Lease. The fair market rental value
                              determined in the arbitration shall reflect that
                              there will be no free rent period or any finishing
                              work


                                      -28-
<PAGE>

                              allowance, that the brokerage commission will be
                              in accordance with the existing agreement, that
                              there is no imputed value for the HVAC Work and
                              other factors described on page 206 of the Lease,
                              including that the base periods for additional
                              basic rental shall be unchanged.

41.   Building Right
      of First Refusal:       In addition the Lessee has a right of first
                              refusal on other space in the building provided
                              that it must notify the Port Authority commencing
                              on any anniversary of the Lease Commencement Date,
                              i.e., November 10 of each year (commencing
                              November 10, 1998) that it desires to lease
                              additional office space during the following year
                              specifying the amount. The Port Authority must
                              offer any available space above the plaza level in
                              the building to the Lessee specifying the
                              availability date and the Port Authority's current
                              rental rate.

                              As set forth on pages 201 and 207, space is not
                              deemed "available for leasing if is then leased to
                              a tenant in the building which wishes to relet or
                              extend or if it is subject to a now existing right
                              of another tenant to include the space in its
                              premises. The Port Authority is required to
                              provide to the Lessee a schedule of such rights on
                              or before September 27, 1997. Other than the
                              rights of the then tenants of the space, and the
                              disclosed other existing rights of tenants, it is
                              intended that Lessee's right of first offer be
                              superior to the rights of any outside party or of
                              any tenant as to any other space in the building.
                              This is reflected in the provision on page 201
                              which requires the Port Authority to notify the
                              Lessee after any surrenders of space by the
                              Commodities Exchange Center and prior to leasing
                              any space exceeding 10,000 rentable square feet to
                              any person other than the existing tenant thereof.


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                              As set forth on pages 201 and 202, Lessee must
                              exercise its right within 30 Business Days after
                              notice but may elect less than all of the
                              available space covered by the notice if the space
                              constitutes one at least entire floor, as set
                              forth on page 201 of the Lease. Thereafter the
                              Port Authority must provide a supplemental
                              agreement to which the Lessee must respond in 30
                              days. Failure by the Lessee to meet the above
                              deadlines will result in the loss of its rights
                              except that Lessee may again give a notice of
                              interest for the next anniversary of date and if
                              the space is again available for leasing then
                              Lessee shall have its refusal right with respect
                              thereto.

                              The space must be delivered in "Delivery
                              Condition" and if it, together with any other such
                              contiguous space previously leased by Lessee
                              exceeds 45,000 rentable square feet in area, the
                              Port Authority shall perform the heating,
                              ventilation and air-conditioning work that was a
                              part of the HVAC work (unless Lessee notifies the
                              Port Authority that it does not wish such work to
                              be done) and if the space exceeds 10,000 rentable
                              square feet the Port Authority shall perform the
                              electrical work that was part of the HVAC Work.

                              The rent for such additional space is the Port
                              Authority's current rent rate set forth in its
                              notice, or at Lessee's election, 90% of fair
                              market rental value plus in the event the Port
                              Authority performs the heating, ventilating and
                              air-conditioning work increased by an amortized
                              amount thereof set forth on page 205 of the Lease.
                              The fair market rental value shall reflect no free
                              rent period or any finishing work allowance, that
                              the brokerage commission will be in accordance
                              with the existing agreement, that there is no
                              imputed value for the HVAC Work and other factors
                              described on page 206 of the Lease, including that
                              the base periods for additional basic rental shall
                              be unchanged.


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                              For the purposes of the Delivery Condition of the
                              Areas, the items need only be substantially
                              completed except for "punch list" which must be
                              completed within 10 days after the Commencement
                              Date for the Area. The Port Authority shall give
                              Lessee not less than 5 Business Days prior notice
                              of the completion of the work so as to permit the
                              Lessee to inspect the Area at least 2 Business
                              Days prior to the Commencement Date for that area.

                              In addition, the Port Authority must perform
                              certain fire code work in each Area specified on
                              page 210 of the Lease not less than 60 days prior
                              to the date Lessee completes its construction and
                              installation work in such Area (including Area A).

                              Also, the Port Authority must complete the work in
                              the Church Street lobby on or before June 1, 1998
                              as set forth on Exhibit F to the Lease; see page
                              210 of the Lease.

                              As part of the Port Authority's work, there were
                              removed vinyl asbestos floor tiles in Area A and
                              asbestos containing glue was encapsulated. On page
                              211 of the Lease it provides that if Lessee
                              desires to drill access holes in the floor slab
                              and the removal of the encapsulated glue is
                              required by law, the Port Authority will, at its
                              option, either remove the glue and the
                              encapsulating material or reimburse Lessee for the
                              cost of removal, but will not disapprove the
                              drilling by reason of the encapsulated glue.

                              In general, the Port Authority is obligated, as
                              set forth on page 212 of the Lease, to remove
                              certain hazardous materials from the premises, the
                              MER Room and the shaftways and closets used by
                              Lessee.


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42.   Self Help:              In the event that the Port Authority fails to
                              perform its maintenance obligations in the
                              premises (as opposed to the public areas of the
                              building) and the Port Authority still has not
                              done so within 30 days after receipt of notice
                              from Lessee, Lessee may give the Port Authority
                              notice that it intends to perform such obligation
                              and if the Port Authority has not done so within
                              10 days after receipt of the latter notice, Lessee
                              may do so and upon delivery of receipts or other
                              evidence of payment the Port Authority shall grant
                              Lessee a credit in the amount of Lessee's
                              reasonable cost.


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