FIRST  AMENDMENT TO LEASE THIS FIRST  AMENDMENT TO LEASE,  dated as of
the ___ day of January, 1999, between THE EQUITABLE-NISSEI MADISON CO., c/o Lend
Lease,  787 Seventh Avenue,  New York, New York  ("Landlord')  and BUSINESS LOAN
CENTER,  INC.,  having an  office  at 645  Madison  Avenue,  New York,  New York
("Tenant").

          WHEREAS,  Landlord  and Tenant are parties to a lease dated as of July
31,  1997,  hereinafter  referred to as the  "Lease",  for a portion of the 18th
floor (the " 18th  floor  Premises")  in the  building  located  at 645  Madison
Avenue,  New York, New York (the "Building");  and WHEREAS,  Landlord and Tenant
wish to amend the Lease on the terms hereinafter set forth; and

          WHEREAS,  all defined terms herein shall have the same meanings as are
ascribed to them in the Lease unless another meaning is  specifically  set forth
herein.

          NOW,  THEREFORE,  in  consideration  of the demised premises and other
good and valuable  consideration  the receipt and sufficiency of which is hereby
acknowledged and agreed, Landlord and Tenant agree as follows:

          1.  Landlord  hereby  leases to Tenant  and Tenant  hereby  hires from
Landlord,  the entire  rentable  portion of the  nineteenth  (19th) floor in the
Building the (the "19th Floor Space") for a term commencing on the date Landlord
delivers possession of the 19th Floor Space to Tenant,  broom clean and with the
tenant installations therein demolished in a Building standard manner along with
an ACP-5  certificate  with  respect  to the 19th Floor  Space (the "19th  Floor
Commencement  Date"),  and ending on the last day of the calendar month in which
occurs the tenth (10th)  anniversary  of the 19th Floor  Commencement  Date (the
"19th Floor Expiration  Date"),  or such earlier date upon which the term of the
Lease may expire or be canceled or terminated  pursuant to any of the conditions
or  covenants  of the Lease or pursuant to law.  The Fixed  Expiration  Date set
forth in the Lease shall be deemed changed to the 19th Floor Expiration Date.

          2. As of the 19th Floor  Commencement  Date the 19th Floor Space shall
be deemed to be a part of the  Premises  for all  purposes  under the Lease,  as
hereby amended, and the following terms and conditions shall apply:

               A. The Fixed Rent  (inclusive  of the Factor) shall be the sum of
Five Hundred Fourteen Thousand  Sixty-Two and 50/100  ($514,062.50)  Dollars per
annum  ($42,838.54  per  month)  for the  period  commencing  on the 19th  Floor
Commencement  Date to and  including  the day  immediately  preceding  the fifth
anniversary of the 19th Floor




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Commencement  Date,  and (ii) Five Hundred  Thirty-Seven  Thousand  Five Hundred
Sixty Two and 50/100 ($537,562.50)  Dollars per annum ($44,796.87 per month) for
the period  commencing on the fifth  anniversary of the 19th Floor  Commencement
Date to and including the 19th Floor  Expiration  Date. If Tenant is not then in
default under any of the terms,  covenants or conditions of the Lease, as hereby
amended,  then,  subject to the terms of Section 1.3 of the Lease whereby Tenant
is  entitled  to a rent  credit  in the  amount of  $16,401.04  from each of the
monthly  installments of Fixed Rent payable under the Lease for the 32nd,  33rd,
34th, 35th and 42nd months after the  Commencement  Date (as provided  therein),
Tenant shall be entitled to an additional  rent credit of One Hundred  Forty-Two
Thousand  Four  Hundred  Sixty-Eight  and 75/100  ($142,468.75)  Dollars,  to be
applied in six (6) equal consecutive monthly  installments of $23,744.79 against
the Fixed Rent payable  under the Lease,  as hereby  amended,  for the first six
full calendar months from and after the 19th Floor Commencement Date.

               B. Tenant agrees to accept  possession of the 19th Floor Space in
its  "as  is"  condition  on  the  19th  Floor  Commencement  Date  and  further
understands  and agrees that Landlord shall not be required to perform any work,
supply any  materials  or incur any expenses to prepare the 19th Floor Space for
Tenant's occupancy, except as otherwise expressly provided above.

               C. The "Space  Factor"  referred  to in the Lease shall be deemed
changed to 11,750.

               D. The "Tenant's  Share" referred to in the Lease shall be deemed
changed to: 11.04% with respect to Operating  Expenses and 8.44% with respect to
Taxes,  as such  percentages  may be  increased  or  decreased,  as  applicable,
pursuant to the terms of the Lease.

               E. With  respect to the 19th Floor  Space  only  (5,875  rentable
square  feet),  "Base Tax Year"  shall be  deemed  changed  to mean the tax year
ending  June 30,  1999 and Base  Operating  Expenses  shall  mean the  Operating
Expenses for the 1999 calendar year.

               F.The  "Factor" set forth in the Lease shall be deemed changed to
$32,312.50.

          3. In  addition  to the  contributions  made  by  Landlord  to  Tenant
pursuant  to  Sections  3.4(A)  and 3.6 of the  Lease  for the  Tenant  Fund and
Additional  Fund in connection  with the Initial  Alterations  of the 18th Floor
Premises,  Landlord shall contribute an additional $235,000 (" 19th Floor Tenant
Fund")  pursuant  to  Section  3.4(A) and an  additional  $11,750  ("19th  Floor
Additional Fund") pursuant to Section 3.6 with respect to the 19th Floor Initial
Alterations.  The other  provisions  of Sections  3.4,  3.5 and 3.6 of the Lease
shall apply to the 19th Floor Initial Alterations.  In addition,  Tenant may, at
its sole cost and  expense,  (A) install an internal  staircase  in the Premises
connecting the 18th Floor Premises and 19th Floor Space and (B) convert the 18th
floor  into a fire  re-entry  floor in lieu of the 19th  Floor  and tie the 18th
floor  re-entry  doors into the  Building's  Class E fire alarm  system  with an


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"electric  strike in a  fail-safe  position"  so that the  doors  will be locked
during normal  conditions,  but available for re-entry during an alarm condition
or power  failure,  provided  and on  condition  that (i)  with  respect  to the
internal  staircase,  Tenant  removes such internal  staircase  (and repairs any
damage caused by such removal) on or before the  Expiration  Date,  and (ii) the
aforesaid work (1) complies with all applicable Legal  Requirements (2) does not
adversely  affect the  Building  Systems or the  proper and safe  operation  and
occupancy of the Building, and (3) is subject to Landlord's approval of Tenant's
plans  and  specifications  therefor,  and  all  of  the  applicable  terms  and
conditions of the Lease, including, without limitation, Article 3 and 6 thereof.
Tenant shall be responsible for all costs and expenses relating to the aforesaid
work, including,  without limitation, any necessary work or programming required
for the Building's  Class E Fire Alarm System.  Tenant shall be responsible,  at
its sole cost and expense for maintaining  such re-entry and/or fire stair doors
and related equipment during the Term in good working order and condition.

          4. The security  deposit  referred to in Article 31 of the Lease shall
be  increased  by the  sum of  $131,208.00,  as of the  date  hereof,  provided,
however,  to the extent  Tenant is not then in  default  under any of the terms,
covenants,  conditions,  or  provisions  of the Lease,  as hereby  amended,  and
further  provided  that at the  time of the  reduction,  in  question,  Tenant's
tangible net worth is equal to or greater than Tenant's net worth as of June 30,
1998, the security deposit shall be reduced as follows: by $26,241.60 on each of
the  first,  second,  third,  fourth and fifth  anniversaries  of the 19th Floor
Commencement Date.

          5. Tenant hereby  represents  and warrants to Landlord that it has not
dealt with any broker or person in connection with this First Amendment of Lease
other than Colliers ABR, Inc. and Insignia/ESG  (collectively the "Broker"). The
execution  and delivery of this First  Amendment  of Lease by Landlord  shall be
conclusive  evidence that Landlord has relied upon the foregoing  representation
and warranty. Tenant shall indemnify and hold Landlord harmless from and against
any and all claims for  commissions,  fees or other  compensation by any person,
entity or broker  (other  than the Broker) who claimed to have dealt with Tenant
in  connection  with the  First  Amendment  of Lease  and for any and all  costs
incurred by Landlord in connection with such claims,  including, but not limited
to,  reasonable  attorneys'  fees  and  disbursements.  The  provisions  of this
paragraph  shall survive the expiration or sooner  termination of the Lease,  as
hereby amended.

          6. Tenant  waives any right to rescind this Lease under  Section 223-a
of the New York Real Property Law or any successor statute of similar nature and
purpose then in force and further  waives the right to recover any damages which
may result from Landlord's  failure for any reason to deliver  possession of the
19th Floor Space.  No such failure to give possession by a particular date shall
in any way  affect  the  validity  of this  Lease,  as  hereby  amended,  or the
obligations  of Tenant or give rise to any claim for  damages by Tenant or claim
for rescission of the Lease or this  Amendment,  nor shall the same be construed
in any way to extend the Term.

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          7. Except as modified  hereby,  the Lease shall continue in full force
and effect in accordance with its terms.

          8. This  Agreement  shall be binding upon the parties hereto and their
respective successors and assigns.

          9. This  Agreement may be executed in one or more  counterparts  which
when taken together shall constitute but one original.

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

                               THE EQUITABLE-NISSEI MADISON CO.

                               By:  The Equitable Life Assurance Society
                                    of the United States, its general partner

                                By: _________________________________________

                               BUSINESS LOAN CENTER, INC.

                               By: __________________________________________


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