================================================================================

                               AGREEMENT OF LEASE

                                     between

                        THE EQUITABLE-NISSEI MADISON CO.

                                    Landlord

                                       and

                           BUSINESS LOAN CENTER, INC.

                                     Tenant

                               645 Madison Avenue
                            New York, New York 10022
<PAGE>

                                TABLE OF CONTENTS

DEFINITIONS   .................................................................1

ARTICLE 1     DEMISE, PREMISES, TERM, RENT.....................................9
ARTICLE 2     USE AND OCCUPANCY...............................................10
ARTICLE 3     ALTERATIONS.....................................................10
ARTICLE 4     REPAIRS-FLOOR LOAD..............................................16
ARTICLE 5     WINDOW CLEANING.................................................18
ARTICLE 6     REQUIREMENTS OF LAW.............................................18
ARTICLE 7     SUBORDINATION...................................................19
ARTICLE 8     RULES AND REGULATIONS...........................................22
ARTICLE 9     INSURANCE, PROPERTY LOSS OR DAMAGE;
              REIMBURSEMENT...................................................22

ARTICLE 10    DESTRUCTION-FIRE OR OTHER CAUSE.................................24
ARTICLE 11    EMINENT DOMAIN..................................................28
ARTICLE 12    ASSIGNMENT, SUBLETTING, MORTGAGE, ETC...........................30
ARTICLE 13    ELECTRICITY.....................................................38
ARTICLE 14    ACCESS TO PREMISES..............................................42
ARTICLE 15    CERTIFICATE OF OCCUPANCY........................................45
ARTICLE 16    DEFAULT.........................................................45
ARTICLE 17    REMEDIES AND DAMAGES............................................48
ARTICLE 18    LANDLORD FEES AND EXPENSES......................................50
ARTICLE 19    NO REPRESENTATIONS BY LANDLORD..................................51
ARTICLE 20    END OF TERM.....................................................51
ARTICLE 21    QUIET ENJOYMENT.................................................52
ARTICLE 22    FAILURE TO GIVE POSSESSION......................................52
ARTICLE 23    NO WAIVER.......................................................53
ARTICLE 24    WAIVER OF TRIAL BY JURY.........................................54


                                        i
<PAGE>

ARTICLE 25    INABILITY TO PERFORM............................................54
ARTICLE 26    BILLS AND NOTICES...............................................55
ARTICLE 27    ESCALATION......................................................56
ARTICLE 28    SERVICES........................................................63
ARTICLE 29    PARTNERSHIP TENANT..............................................66
ARTICLE 30    VAULT SPACE.....................................................67
ARTICLE 31    SECURITY DEPOSIT................................................67
ARTICLE 32    CAPTIONS........................................................69
ARTICLE 33    PARTIES BOUND...................................................69
ARTICLE 34    BROKER..........................................................70
ARTICLE 35    INDEMNITY.......................................................70
ARTICLE 36    ADJACENT EXCAVATION-SHORING.....................................71
ARTICLE 37    MISCELLANEOUS...................................................71
ARTICLE 38    RENT CONTROL....................................................75
ARTICLE 39    EXPANSION OPTION................................................75
ARTICLE 40    EXTENSION OF TERM...............................................77
SCHEDULE A    RULES AND REGULATION..............................................
SCHEDULE B    CLEANING SPECIFICATIONS...........................................
EXHIBIT A     FLOOR PLAN........................................................
EXHIBIT B     LETTER OF CREDIT..................................................


                                       ii
<PAGE>

            AGREEMENT OF LEASE, made as of the 31st day of July, 1997, between
Landlord and Tenant.

                              W I T N E S S E T H :

            The parties hereto, for themselves, their legal representatives,
successors and assigns, hereby covenant as follows.

                                   DEFINITIONS

            "Affiliate" shall mean a Person which shall (1) Control, (2) be
under the Control of, or (3) be under common Control with the Person in
question.

            "Alteration Fee" shall have the meaning set forth in Section 3.2
hereof.

            "Alteration(s)" shall mean alterations, installations, improvements,
additions or other physical changes in or about the Premises, including the
Initial Alterations (as hereinafter defined), exclusive of Tenant's Property not
affixed to the demised premises.

            "Applicable Rate" shall mean the lesser of (x) two (2) percentage
points above the then current Base Rate, and (y) the maximum rate permitted by
applicable law.

            "Assignment Proceeds" shall have the meaning set forth in Section
12.10C. hereof.

            "Bank" shall have the meaning set forth in Section 31.2 hereof.

            "Bankruptcy Code" shall mean 11 U.S.C. Section 101 et seq., or any
statute of similar nature and purpose.

            "Base Operating Expenses" shall have the meaning set forth in
Section 27.1 hereof.

            "Base Operating Year" shall have the meaning set forth in Section
27.1 hereof.

            "Base Rate" shall mean the rate of interest publicly announced from
time to time by Chase Manhattan Bank, or its successor, as its "prime lending
rate" (or such other term as 


                                       1
<PAGE>

may be used by Chase, from time to time, for the rate presently referred to as
its "prime lending rate").

            "Base Taxes" shall have the meaning set forth in Section 27.1
hereof.

            "Broker" shall have the meaning set forth in Article 34 hereof.

            "Building" shall mean all the buildings, equipment and other
improvements and appurtenances of every kind and description now located or
hereafter erected, constructed or placed upon the land and any and all
alterations, and replacements thereof, additions thereto and substitutions
therefor, known by the address of 645 Madison Avenue, New York, New York.

            "Building System" shall mean any of the Building Systems.

            "Building Systems" shall mean the mechanical, gas, electrical,
sanitary, heating, air conditioning, ventilating, elevator, plumbing, fire
control and suppression, sprinkler, life-safety and other service systems of the
Building.

            "Business Days" shall mean all days, excluding Saturdays, Sundays
and all Holidays.

            "Business Hours" shall mean the hours of 8:00 A.M. to 6:00 P.M. on
Business Days.

            "Commencement Date" shall have the meaning set forth in Section 1.1
hereof.

            "Control" or "control" shall mean ownership of fifty percent (50%)
or more of the outstanding voting stock of a corporation or other majority
equity and control interest if not a corporation and the possession of power to
direct or cause the direction of the management and policy of such corporation
or other entity, whether through the ownership of voting securities, by statute
or according to the provisions of a contract.

            "Consumer Price Index" shall mean the Consumer Price Index for all
Urban Consumers published by the Bureau of Labor Statistics of the United States
Department of Labor, New York, N.Y. Northeastern N.J. Area, All Items (1982-84 =
100), or any successor index thereto, approximately adjusted. In the event that
the Consumer Price Index is converted to a different standard reference base or
otherwise revised, the determination of adjustments provided for herein shall be
made with the use of such conversion factor, formula or table for converting the
Consumer Price Index as may be published by the Bureau of Labor Statistics or,
if said Bureau shall not publish the same, then with the use of such conversion
factor, formula 


                                       2
<PAGE>

of table as may be published by Prentice Hall, Inc., or any other nationally
recognized publisher of similar statistical information. If the Consumer Price
Index ceases to be published, and there is no successor thereto, such other
index as Landlord and Tenant shall agree upon in writing shall be substituted
for the Consumer Price Index. If Landlord and Tenant are unable to agree as to
such substituted index, such matter shall be submitted to the American
Arbitration Association or any successor organization for determination in
accordance with the regulations and procedures thereof then obtaining for
commercial arbitration.

            "Current Year" shall have the meaning set forth in Section 27.4
hereof.

            "Default" shall mean that an Event of Default has occurred and is
continuing.

            "Deficiency" shall have the meaning set forth in Section 17.2
hereof.

            "Escalation Rent" shall mean, individually or collectively, the Tax
Payment and the Operating Payment.

            "Event of Default" shall have the meaning set forth in Section 16.1
hereof.

            "Expiration Date" shall mean the Fixed Expiration Date or such
earlier date on which the Term shall sooner end pursuant to any of the terms,
conditions or covenants of this Lease or pursuant to law.

            "Fiscal Quarter" shall mean a three (3) month period commencing on
the first day of each Fiscal Year, and on the first day of the fourth, seventh
and tenth month of each Fiscal Year.

            "Fiscal Year" shall mean the twelve (12) month period used by Tenant
from time to time as its fiscal year for accounting purposes.

            "Fixed Expiration Date" shall have the meaning set forth in Section
1.1 hereof.

            "Fixed Rent" shall have the meaning set forth in Section 1.1 hereof.

            "Force Majeure" shall have the meaning set forth in Article 25
hereof.

            "Governmental Authority (Authorities)" shall mean the United States
of America, the State of New York, The City of New York, any political
subdivision thereof and any agency, department, commission, board, bureau,
official or instrumentality of any of the foregoing, or any Quasi-governmental
authority, now existing or hereafter created, having jurisdiction over the Real
Property or any portion thereof.


                                       3
<PAGE>

            "Hazardous Materials" shall have the meaning set forth in Section
37.13 hereof.

            "Holidays" shall mean any day observed by any labor union serving
the Building as a holiday and/or any federal, state and local holiday.

            "Indemnitees" shall mean Landlord, Lessors and Mortgagees and its
and their partners, shareholders, officers, directors, employees, agents and
contractors.

            "Initial Alterations" shall have the meaning set forth in Section
3.4B.

            "Landlord", on the date as of which this Lease is made, shall mean
The Equitable-Nissei Madison Co., a New York partnership, having an office c/o
Equitable Real Estate at 787 Seventh Avenue, New York, New York 10019, but
thereafter, "Landlord" shall mean only the fee owner of the Real Property or, if
there shall exist a Superior Lease, the tenant thereunder.

            "Leaseback Notice" shall have the meaning set forth in Section 12.6
hereof.

            "Leaseback Space" shall have the meaning set forth in Section 12.6
hereof.

            "Lessor(s)" shall mean a lessor under a Superior Lease.

            "Long Lead Work" shall mean any item which is not a stock item and
must be specially manufactured, fabricated or installed or is of such an
unusual, delicate or fragile nature that there is a substantial risk that,

            (i) there will be a delay in its manufacture, fabrication, delivery
      or installation, or

            (ii) after delivery, such item will need to be reshipped or
      redelivered or repaired,

so that the item in question would delay the completion of the standard items
even though the items of Long Lead Work in question are (1) ordered together
with the other items required, and (2) installed or performed (after the
manufacture or fabrication thereof) in the order and sequence that such Long
Lead Work and other items are normally installed or performed in accordance with
good construction practice.

               "Mortgage(s)" shall mean any trust indenture or mortgage which
may now or hereafter affect the Real Property, the Building or any Superior
Lease and the leasehold interest created thereby, and all renewals, extensions,
supplements, amendments, modifications, 


                                       4
<PAGE>

consolidations and replacements thereof or thereto, substitution therefor, and
advances made thereunder.

            "Mortgagee(s)" shall mean any trustee, mortgagee or holder of a
Mortgage.

            "Operating Expenses" shall have the meaning set forth in Section
27.1 hereof.

            "Operating Payment" shall have the meaning set forth in Section 27.4
hereof.

            "Operating Statement" shall have the meaning set forth in Section
27.1 hereof.

            "Operating Year" shall have the meaning set forth in Section 27.1
hereof.

            "Operation of the Property" shall mean the maintenance, security,
repair and management of the Real Property and the curbs, sidewalks and areas
adjacent thereto.

            "Overtime Periods" shall have the meaning set forth in Section 28.1
hereof.

            "Overtime Rate" shall have the meaning set forth in Section 28.1
hereof.

            "Parties" shall have the meaning set forth in Section 37.2 hereof.

            "Partner" or "partner" shall mean any partner of Tenant, any
employee of a professional corporation which is a partner of Tenant, and any
shareholder of Tenant if Tenant shall become a professional corporation.

            "Partnership Tenant" shall have the meaning set forth in Article 29
hereof.

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

            "Premises" shall mean, subject to the provisions of Section 14.4
hereof, the entire rentable portion of the 18th floor in the Building, as more
particularly described on the floor plan attached hereto and made a part hereof
as Exhibit "A".

            "Real Property" shall mean the Building, together with the plot of
land upon which it stands.

            "Rental" shall mean and be deemed to include Fixed Rent, Escalation
Rent, all additional rent and any other sums payable by Tenant to Landlord
hereunder.


                                       5
<PAGE>

            "Rent Commencement Date" shall mean the 180th day immediately
following the Commencement Date.

            "Requirements" shall mean all present and future laws, rules,
orders, ordinances, regulations, statutes, requirements, decisions, codes and
executive orders, extraordinary as well as ordinary, of all Governmental
Authorities now existing or hereafter created, and of any and all of their
departments and bureaus, and of any applicable fire rating bureau, or other body
exercising similar functions, affecting the Real Property, or any street, avenue
or sidewalk comprising a part of or in front thereof or any vault in or under
the same, or affecting the maintenance, use or occupation of the Real Property.
Without limiting the generality of the foregoing, Requirements shall include
Local Laws 5/1973, 16/1984, 16/1987, 58/1987 and 76/1985 of the City of New
York, and the Americans With Disabilities Act of 1990, as such laws and acts
have been and may hereafter be amended.

            "Rules and Regulations" shall mean the rules and regulations annexed
hereto and made a part hereof as Schedule A, and such other and further rules
and regulations as Landlord or Landlord's agents may from time to time adopt on
such notice to be given as Landlord may elect.

            "Space Factor" shall mean 5,875, as the same may be increased or
decreased pursuant to the terms hereof.

            "Specialty Alterations" shall mean Alterations consisting of
kitchens, executive bathrooms, raised computer floors, computer installations,
communications installations, security systems, fire detection and suppression
systems, vaults, internal staircases, dumbwaiters, pneumatic tubes, vertical and
horizontal transportation systems, and other Alterations of a similar character
or nature, exclusive of Tenant's Property not affixed to the demised premises.

            "Sublease Expenses" shall have the meaning set forth in Section
12.10 hereof.

            "Sublease Profit" shall have the meaning set forth in Section 12.10
hereof.

            "Sublease Rent" shall have the meaning set forth in Section 12.10
hereof.

            "Sublease Rent Per Square Foot" shall have the meaning set forth in
Section 12.10 hereof.

            "Successor Landlord" shall have the meaning set forth in Section 7.2
hereof.


                                       6
<PAGE>

            "Superior Lease(s)" shall mean all ground or underlying leases of
the Real Property or the Building heretofore or hereafter made by Landlord and
all renewals, extensions, supplements, amendments and modifications thereof.

            "Taxes" shall have the meaning set forth in Section 27.1 hereof.

            "Tax Payment" shall have the meaning set forth in Section 27.2
hereof.

            "Tax Statement" shall have the meaning set forth in Section 27.1
hereof.

            "Tax Year" shall have the meaning set forth in Section 27.1 hereof.

            "Tenant", on the date as of which this Lease is made, shall mean
Business Loan Center Inc., a Delaware corporation, having an office at 919 Third
Avenue, New York, New York, but thereafter, "Tenant" shall mean only the tenant
under this Lease at the time in question; provided, however, that the originally
named tenant and any assignee of this Lease shall not be released from liability
hereunder in the event of any assignment of this Lease.

            "Tenant's Designated Representative" shall mean the agent, employee,
officer or director of Tenant who is authorized from time to time to make
decisions, give notices and receive notices contemplated hereunder, and whose
name Tenant has given Landlord prior written notice thereof.

            "Tenant's Floor Share" shall mean with respect to any portion of the
Premises which comprises less than an entire floor, the quotient obtained by
dividing the rentable square footage leased by Tenant on the floor in question
by the rentable square footage on the entire floor.

            "Tenant's Share" with respect to (i) Operating Expenses shall mean
5.52%, and (ii) Taxes shall mean 4.22%; as such percentages may be increased or
decreased pursuant to the terms hereof.

            "Tenant's Property" shall mean Tenant's movable fixtures and movable
partitions, telephone and other equipment, furniture, furnishings, decorations
and other items of personal property, including, without limitation, computer
and related equipment, copy machines, telefax machines, scanners and file
cabinets.

            "Tentative Monthly Escalation Charge" shall have the meaning set
forth in Section 27.4 hereof.

            "Term" shall mean a term which shall commence on the Commencement
Date and shall expire on the Expiration Date.


                                       7
<PAGE>

            "Unavoidable Delays" shall have the meaning set forth in Article 25
hereof.


                                       8
<PAGE>

                                    ARTICLE 1

                          DEMISE, PREMISES, TERM, RENT

      Section 1.1 Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, the Premises for the Term to commence on the date Landlord delivers
possession of the Premises to Tenant broom clean and with the existing tenant
installations therein demolished in a Building standard manner (the
"Commencement Date") and to end on the last day of the calendar month in which
occurs the ten (10) year six (6) month anniversary of the Commencement Date
(subject to Section 39.4 below) (the "Fixed Expiration Date"), at an annual rent
(the "Fixed Rent") of: (i) $212,968.75 per annum ($17,747.40 per month) for the
period commencing on the Rent Commencement Date to and including the last day
(the "First Date") of the calendar month immediately preceding the month in
which the fifth anniversary of the Commencement Date occurs, and (ii)
$224,718.75 per annum ($18,726.56 per month) for the period commencing on the
day immediately following the First Date to and including the Fixed Expiration
Date;

which Fixed Rent Tenant agrees to pay in lawful money of the United States which
shall be legal tender in payment of all debts and dues, public and private, at
the time of payment, in equal monthly installments in advance, on the first
(1st) day of each calendar month during the Term, from the Rent Commencement
Date, at the office of Landlord or such other place as Landlord may designate,
without any set-off, offset, abatement or deduction whatsoever, except that
Tenant shall pay the first full monthly installment of Fixed Rent ($17,747.40)
on the execution hereof.

      Section 1.2 Should the obligation to pay Fixed Rent commence on a day
other than on the first day of a month (or should this Lease expire or terminate
on any day other than the last day of a month), then the Fixed Rent for such
month shall be prorated on a per diem basis.

      Section 1.3 Notwithstanding anything to the contrary contained herein,
provided Tenant is not then in default under this Lease after notice and the
expiration of applicable cure periods, if any, Tenant shall not be required to
pay the sum of $16,401.04 from each of the monthly installments of Fixed Rent
payable under this Lease for the following months: thirty-second, thirty-third,
thirty-fourth, thirty-fifth and forty-second months immediately following the
Commencement Date.

      Section 1.4 Upon the occurrence of Commencement Date, Landlord may send a
notice to Tenant confirming same. In such event Tenant shall confirm such date
with reasonable promptness. The failure of Tenant to so confirm the Commencement
Date shall not affect the validity thereof, as determined by Landlord, or any of
the other provisions of this Lease. Landlord shall use reasonable efforts to
provide Tenant with at least five (5) days advance notice of the Commencement
Date.


                                       9
<PAGE>

                                    ARTICLE 2

                                USE AND OCCUPANCY

      Section 2.1 Tenant shall use and occupy the Premises as general and
executive offices and for no other purpose.

      Section 2.2 A. Tenant shall not use the Premises or any part thereof, or
permit the Premises or any part thereof to be used, (1) for the business of
photographic, multilith or multigraph reproductions or offset printing, or a
manufacturing business of any kind (2) for a retail banking, trust company,
depository, guarantee or safe deposit business, targeting off-the-street
customers, nothing in this Section 2.2 shall prohibit tenant from using premises
as a loan company for small business, commercial and other loans which do not
primarily target off-the-street customers* (3) as a retail savings bank, savings
and loan association, or loan company, targeting off-the-street customers, (4)
for the sale of travelers checks, money orders, drafts, foreign exchange or
letters of credit or for the receipt of money for transmission, to
off-the-street customers (5) as a stockbroker's or dealer's office or for the
underwriting or sale of securities, (6) by the United States government, the
City or the State of New York, any foreign government, the United Nations or any
agency or department of any of the foregoing or any other Person having
sovereign or diplomatic immunity, (7) as a restaurant or bar or for the sale of
confectionery, soda or other beverages, sandwiches, ice cream or baked goods or
for the preparation, dispensing or consumption of food or beverages in any
manner whatsoever, (8) for the rendition of medical, dental or other therapeutic
or diagnostic services, (9) for the conduct of a public auction, (10) for the
sale at retail of any products, (11) as an employment agency, executive search
firm or similar enterprise, labor union, school, or vocational training center,
or (12) as a barber shop or beauty salon.

      B. In connection with, and incidental to, Tenant's use of the Premises for
general and executive offices as provided in this Article 2, Tenant, at its sole
cost and expense and upon compliance with all applicable Requirements, may
install a (i) "dwyer", microwave or similar unit in the Premises for the purpose
of warming food for the employees and business guests of Tenant (but not for use
as a public restaurant), (ii) typical household dishwasher, the location and
manner of installation of which shall be approved by Landlord, and (iii) small
refrigerator, with a waterproof pan attached thereto, to prevent water seepage
into the floor; provided that Tenant shall obtain all permits required by any
Governmental Authorities for the operation thereof and such installation shall
comply with the provisions of this Lease, including, without limitation, Article
3 hereof.

                                    ARTICLE 3
                                   ALTERATIONS

        Section 3.1 A. Tenant shall not make any Alterations without Landlord's
prior consent and the prior consent of any Lessor or Mortgagee if such party's
consent is required pursuant to the terms of any Superior Lease or Mortgage.
Landlord shall not unreasonably 


*     Nothing in this Section 2.2 shall prohibit tenant from using premises as a
      loan company for small business, commercial and other loans which do not
      primarily target off-the-street customers.


                                       10
<PAGE>

withhold or delay its consent to any proposed nonstructural Alterations,
provided that such Alterations (i) are not visible from the outside of the
Building, (ii) do not affect the use of or require access to any part of the
Building other than the Premises, (iii) do not adversely affect any service
required to be furnished by Landlord to Tenant or to any other tenant or
occupant of the Building, (iv) do not affect the engineering and/or proper
functioning of any Building System, (v) do not reduce the value or utility of
the Building, or (vi) do not affect the certificate of occupancy for the
Building or the Premises. Landlord shall respond to requests for consent to
proposed alterations with reasonable diligence after receipt of all required
documents in connection therewith.

                  B. (1) Prior to making any Alterations, including, without
limitation, the Initial Alterations, Tenant shall (i) submit to Landlord
detailed construction plans and specifications (including layout, architectural,
mechanical, electrical, plumbing, sprinkler, engineering and structural
drawings) for each proposed Alteration and shall not commence any such
Alteration without first obtaining Landlord's approval of such plans and
specifications, which approval, in the case of nonstructural Alterations
described in Section 3.1A, shall not be unreasonably withheld or delayed, (ii)
at Tenant's expense, obtain all permits, approvals, inspections (to be performed
by Tenant's approved engineer or general contractor), sign-offs and certificates
required by any Governmental Authorities, it being agreed that all filings with
Governmental Authorities to obtain such permits, approvals, inspections,
sign-offs and certificates shall be made, at Tenant's expense, by a Person
designated by Landlord (except as otherwise provided above for inspections),
provided the fees charged by such Person are competitive, otherwise by a Person
approved by Landlord (which approval shall not be unreasonably withheld or
delayed), and (iii) furnish to Landlord duplicate original policies or
certificates thereof of worker's compensation (covering all persons to be
employed by Tenant, and Tenant's contractors and subcontractors in connection
with such Alteration) and comprehensive public liability (including property
damage coverage) insurance in such form, with such companies, for such periods
and in such amounts as Landlord may reasonably approve, naming Landlord and its
agents, and any Lessor and any Mortgagee, as additional insureds, provided that,
with respect to any agent, Lessor and Mortgagee, Tenant has received notice
thereof. Upon completion of such Alteration, Tenant, at Tenant's expense, shall
obtain certificates of final approval of such Alteration required by any
Governmental Authority and shall furnish Landlord with copies thereof, together
with the "as-built" plans and specifications (reproducible mylars and microfiche
index cards) for such Alterations, air and water balancing reports and
certificates that indicate compliance with flame and smoke spread criteria, it
being agreed that all filings with Governmental Authorities to obtain such
reports, permits, approvals and certificates shall be made, at Tenant's expense,
by a Person designated by Landlord. All Alterations shall be made and performed
in accordance with the plans and specifications therefor as approved by
Landlord, all then current Requirements (including, without limitation, ADA (as
hereinafter defined)), the Rules and Regulations, and all rules and regulations
relating to Alterations promulgated by Landlord in its reasonable judgment. Upon
approval by Landlord of Tenant's plans depicting the Initial Alterations,
Landlord shall assist Tenant in 


                                       11
<PAGE>

obtaining an ACP-5 certificate to the extent required by the New York City
Buildings Department in order to obtain a building permit. Landlord represents
that the Premises are in a sufficient condition for the receipt of an ACP-5
certificate. All materials and equipment to be incorporated in the Premises as a
result of any Alterations or a part thereof shall be first quality and no such
materials or equipment or Alterations (other than Tenant's Property) shall be
subject to any lien, encumbrance, chattel mortgage or title retention or
security agreement. In addition, no Alteration at a cost for labor and materials
(as reasonably estimated by Landlord's architect, engineer or contractor) in
excess of Fifty Thousand Dollars ($50,000) (which amount shall be increased on
the third (3rd) anniversary of the Commencement Date and annually thereafter by
the annual percentage increase, if any, in the Consumer Price Index from that in
effect on the Commencement Date), either individually or in the aggregate with
any other Alteration constructed in any twelve (12) month period, shall be
undertaken prior to Tenant's delivering to Landlord either (i) a performance
bond and labor and materials payment bond (issued by a surety company and in
form both reasonably satisfactory to Landlord), each in an amount equal to 120%
of such estimated cost, or (ii) such other security as shall be reasonably
satisfactory to Landlord or required by any Mortgagee or Lessor. All Alterations
requiring the consent of Landlord shall be performed only under the supervision
of an independent licensed architect experienced with similar commercial
build-outs retained and paid for by Tenant and approved by Landlord, which
approval shall not be unreasonably withheld.

                        (2) Landlord reserves the right to disapprove any plans
and specifications in part, to reserve approval of items shown thereon pending
its review and approval of other plans and specifications, and to condition its
approval upon Tenant making revisions to the plans and specifications or
supplying additional information. Landlord shall specify with reasonable
particularity the reasons for any such disapproval. Any review or approval by
Landlord of any plans and/or specifications with respect to any Alteration is
solely for Landlord's benefit, and without any representation or warranty
whatsoever to Tenant or any other Person with respect to the adequacy,
correctness, compliance with Requirements or efficiency thereof or otherwise.

                  C. Tenant shall be permitted to perform Alterations during the
hours of 8:00 A.M. to 6:00 P.M. on Business Days, provided that such work shall
not interfere with, interrupt or disturb the operation and maintenance of the
Building or unreasonably interfere with, interrupt or disturb the use and
occupancy of the Building by other tenants in the Building. Supplementing the
preceding sentence, but not in limitation thereof, in no event shall any
Alterations interfere with, interrupt or disturb the premises (including,
without limitation, the ceiling or flooring therein) of any other tenant or
occupant of the Building. Otherwise, Alterations shall be performed at such
times and in such manner as Landlord may from time to time reasonably designate.
The foregoing shall not be deemed to prevent Tenant from performing Alterations
between the hours of 6:00 P.M. and 8:00 A.M. on Business Days and during any
hours on non-Business Days, provided same are performed in such manner as
Landlord may from time to time reasonably designate. All Tenant's Property
installed by


                                       12
<PAGE>

Tenant and all Alterations in and to the Premises which may be made by Tenant at
its own cost and expense prior to and during the Term, shall with respect to
Tenant's Property, remain the property of Tenant, and with respect to said
Alterations, become the property of Landlord upon the expiration or sooner
termination of this Lease. Upon the Expiration Date, Tenant shall remove
Tenant's Property from the Premises and, if Landlord consents, Tenant may
remove, at Tenant's cost and expense, all Alterations made by Tenant to the
Premises, provided, however, in any case, that Tenant shall repair and restore
in a good and workerlike manner to good condition any damage to the Premises or
the Building caused by such removal. Notwithstanding the foregoing, however,
Landlord, upon notice given at least one hundred twenty (120) days prior to the
Fixed Expiration Date or upon such shorter notice as is reasonable under the
circumstances upon the earlier expiration of the Term, may require Tenant to
remove any Specialty Alterations, and to repair and restore in a good and
workerlike manner to good condition any damage to the Premises or the Building
caused by such removal.

                  D. (1) All Alterations shall be performed, at Tenant's sole
cost and expense, by Landlord's contractor(s) or by contractors, subcontractors
or mechanics approved by Landlord, which approval shall not be unreasonably
withheld or delayed, except with respect to contractors or subcontractors
performing structural work, or work affecting any of the Building Systems. Prior
to making an Alteration, at Tenant's request, Landlord shall furnish Tenant with
a list of contractors who may perform Alterations to the Premises on behalf of
Tenant. If Tenant engages any contractor set forth on the list, Tenant shall not
be required to obtain Landlord's consent for such contractor unless, prior to
the earlier of (a) entering into a contract with such contractor, and (b) the
commencement of work by such contractor, Landlord shall notify Tenant that such
contractor has been removed from the list.

                        (2) Notwithstanding the foregoing, with respect to any
Alteration affecting any Building System (i) Tenant shall select a contractor
from a list of approved contractors furnished by Landlord to Tenant (containing
when reasonably practical at least three (3) contractors), and (ii) the
Alteration shall, at Tenant's cost and expense, be designed by Landlord's
engineer for the relevant Building System provided the fees charged by such
engineer are competitive, otherwise Tenant shall select an engineer, subject to
Landlord's approval, which shall not be unreasonably withheld or delayed. If any
such Alteration affecting any Building System has been designed by Landlord's
engineer, such Alteration shall, subject to the limitations set forth in Section
3.1A. above, be deemed approved by Landlord.

                  E. Any mechanic's lien filed against the Premises or the Real
Property for work claimed to have been done for, or materials claimed to have
been furnished to, Tenant shall be discharged by Tenant within twenty (20) days
after Tenant shall have received notice thereof (or such shorter period if
required by the terms of any Superior Lease or Mortgage), at Tenant's expense,
by payment or filing the bond required by law. Tenant shall not, at any time
prior to or during the Term, directly or indirectly employ, or permit the
employment of, any contractor, mechanic or laborer in the Premises, whether in
connection 


                                       13
<PAGE>

with any Alteration or otherwise, if such employment would interfere or cause
any conflict with other contractors, mechanics or laborers engaged in the
construction, maintenance or operation of the Building by Landlord, Tenant or
others, or of any adjacent property owned by Landlord. In the event of any such
interference or conflict, Tenant, upon demand of Landlord, shall cause all
contractors, mechanics or laborers causing such interference or conflict to
leave the Building immediately.

      Section 3.2 A. Tenant shall pay to Landlord on demand and as additional
rent in connection with any Alteration (including, without limitation, the
Initial Alterations (as hereinafter defined)), except Landlord's Work, (i) a fee
(the "Alteration Fee") equal to the reasonable or customary out-of-pocket costs
(including, without limitation, reasonable fees and disbursements of attorneys,
consultants, engineers and other professionals) incurred by Landlord in
connection with such Alteration, including, without limitation, the cost
incurred by Landlord to have such plans and specifications reviewed by outside
architects, engineers or consultants, as applicable.

      Section 3.3. Upon the request of Tenant, Landlord, at Tenant's cost and
expense, shall join in any applications for any permits, approvals or
certificates required to be obtained by Tenant in connection with any permitted
Alteration (provided that the provisions of the applicable Requirement shall
require that Landlord join in such application) and shall otherwise cooperate
with Tenant in connection therewith, provided that Landlord shall not be
obligated to incur any cost or expense, including, without limitation,
attorneys' fees and disbursements, or suffer any liability in connection
therewith.

      Section 3.4 (A) Subject to the provisions of this Section 3.4, Landlord
shall contribute an amount not to exceed Two Hundred Thirty-Five Thousand
Dollars ($235,000.00) (the "Tenant Fund") toward (x) the cost of the performance
of the Initial Alterations including, without limitation, installation of
lighting (except lamps and bulbs), and computer and telecommunication wiring in
the premises (other than Soft Costs), and (y) the fees of architects and
engineers, and filing fees incurred in connection with the performance of the
Initial Alterations (the costs described in this clause (y) being collectively
referred to herein as "Soft Costs"). Notwithstanding the foregoing, Landlord
shall not be required to contribute toward Soft Costs an amount in excess of
fifteen percent (15%) of the Tenant Fund.

                  (B) Landlord shall disburse a portion of the Tenant Fund to
Tenant from time to time, within thirty (30) days after receipt of the items set
forth in Section 3.4(C) hereof, provided that on the date of a request and on
the date of disbursement from the Tenant Fund, no Event of Default shall have
occurred and be continuing. Disbursements from the Tenant Fund shall not be made
more frequently than monthly, and any such disbursement when added to all other
amounts previously disbursed shall not exceed 90% of the Tenant Fund and such
request by Tenant shall not have been the subject of a previous 


                                       14
<PAGE>

disbursement as certified by the chief financial officer of Tenant or Tenant's
independent licensed architect. Landlord has the right to retain 10% from each
requested disbursement from Tenant until the Initial Alterations are completed.

                  (C) Landlord's obligation to make disbursements from the
Tenant Fund shall be subject to receipt of: (a) a request for such disbursement
from Tenant signed by the chief financial officer of Tenant, together with the
certification required by Section 3.4(B) hereof, (b) copies of all receipts,
invoices and bills for the work completed and materials furnished in connection
with the Initial Alterations and incorporated in the Premises, for which Tenant
is seeking reimbursement, (c) with respect to disbursements of the Tenant Fund
to cover costs other than Soft Costs, a certificate of Tenant's independent
licensed architect stating that the portion of the Initial Alterations
theretofore completed and for which the disbursement is requested was performed
in a good and workerlike manner substantially in accordance with the final
detailed plans and specifications for such Initial Alterations, as approved by
Landlord, and (d) partial lien waivers, to the extent permitted by law, from
each contractor, subcontractor and materialman who performed work in connection
with the Initial Alterations, to the extent of the amount theretofore paid to
such contractor, subcontractor or materialman.

                  (D) In no event shall the aggregate amount paid by Landlord to
Tenant under this Section 3.4 exceed the amount of the Tenant Fund. Upon the
completion of the Initial Alterations (which shall include completion of all
"punch list" items and payment of Soft Costs, and satisfaction of the conditions
set forth in Section 3.4(E) hereof), any retainage held by Landlord pursuant to
Section 3.4(B) above shall be paid to Tenant and any other amount of the Tenant
Fund which has not been previously disbursed (exclusive of amounts allocated to
pay for work completed even though the invoices covering such work have not yet
been received) shall be retained by Landlord. Upon the disbursement of the
entire Tenant Fund (or the portion thereof if upon completion of the Initial
Alterations and the payment of Soft Costs the Tenant Fund is not exhausted),
Landlord shall have no further obligation or liability whatsoever to Tenant for
further disbursement of any portion of the Tenant Fund to Tenant. It is
expressly understood and agreed that Tenant shall complete, at its sole cost and
expense, the Initial Alterations, and pay Soft Costs, whether or not the Tenant
Fund is sufficient to fund such completion and Soft Costs. Any costs to complete
the Initial Alterations and pay Soft Costs in excess of the Tenant Fund shall be
the sole responsibility and obligation of Tenant.

                  (E) Within sixty (60) days after completion of the Initial
Alterations, Tenant shall deliver to Landlord final waivers of lien from all
contractors, subcontractors and materialmen involved in the performance of the
Initial Alterations and the materials furnished in connection therewith, and a
certificate from Tenant's independent licensed architect certifying that (i) in
his opinion the Initial Alterations have been performed in a good and workerlike
manner and completed substantially in all material respects in 


                                       15
<PAGE>

accordance with the final detailed plans and specifications for such Initial
Alterations as approved by Landlord, and (ii) all contractors, subcontractors
and materialmen have been paid for the Initial Alterations and materials
furnished through such date.

      Section 3.5 Tenant shall maintain comprehensive records and copies of all
plans, specifications, budgets and other appropriate documentation in connection
with any and all Alterations, copies of which shall be furnished to Landlord
promptly upon demand.

      Section 3.6 As part of the Initial Alterations, Tenant hereby agrees to
(i) install a sprinkler loop, within the Premises and (ii) to perform the work
necessary to bring the existing bathrooms and common areas on the 18th floor of
the Building in compliance with all Requirements, including, without limitation,
ADA (the "Additional Initial Work"). Landlord shall contribute an additional
amount above the Tenant Fund, which additional amount shall not exceed
$11,750.00 (the "Additional Fund") solely toward the cost of the performance of
the Additional Initial Work (other than Soft Costs), which amount shall be
disbursed in the same manner and subject to the same conditions as disbursement
of the Tenant Fund.

      Section 3.7 Tenant shall be responsible, at Tenants expense, for making
the appropriate connections to the Building's Class E System. Landlord shall
provide Tenant with reasonable access to the Class E System, at Tenant's cost,
to make the appropriate connections, subject to all of the terms and conditions
of this Lease.

                                    ARTICLE 4
                               REPAIRS-FLOOR LOAD

      Section 4.1 Landlord shall operate, maintain and make all necessary
repairs (both structural and nonstructural) to the part of Building Systems
which provide service to the Premises (but not to the distribution portions of
such Building Systems located within the Premises) and the public portions of
the Building, both exterior and interior, in conformance with standards
applicable to non-institutional first class office buildings in Manhattan.
Tenant, at Tenant's sole cost and expense, shall take good care of the Premises
and the fixtures, equipment, Alterations and appurtenances therein and the
distribution systems and shall make all repairs thereto as and when needed to
preserve them in good working order and condition. Notwithstanding the
foregoing, all damage or injury to the Premises or to any other part of the
Building and Building Systems, or to its fixtures, equipment and appurtenances,
whether requiring structural or nonstructural repairs, caused by or resulting
from negligent acts or omissions, neglect or improper conduct of, or Alterations
made by, Tenant, Tenant's agents, employees, invitees or licensees, shall be
repaired at Tenant's sole cost and expense, by (i) Tenant to the reasonable
satisfaction of Landlord (if the required repairs are nonstructural in nature
and do not affect any Building System), or (ii) Landlord (if the required
repairs are 


                                       16
<PAGE>

structural in nature or affect any Building System). Landlord shall be
responsible for repairs in the Building necessitated by the negligent acts or
omissions or willful misconduct of Landlord, or its agents, employees or
contractors, subject to the provisions of Section 10.5 hereof. All of the
aforesaid repairs shall be of good quality and of a class consistent with
non-institutional first class office building work or construction and shall be
made in accordance with the provisions of Article 3 hereof. If Tenant fails
after ten (10) days' notice (or such shorter period as may be required due to an
emergency) to proceed with due diligence to make repairs required to be made by
Tenant, the same may be made by Landlord at the expense of Tenant, and the
expenses thereof incurred by Landlord, with interest thereon at the Applicable
Rate, shall be forthwith paid to Landlord as additional rent after rendition of
a bill or statement therefor. Tenant shall give Landlord prompt notice of any
defective condition in the Building or in any Building System, located in,
servicing or passing through the Premises, as soon as Tenant becomes aware of
same.

      Section 4.2 Tenant shall not place a load upon any floor of the Premises
exceeding the "live load" limitations set forth in the certificate of occupancy
for the Premises. Tenant shall not move any safe, heavy machinery, heavy
equipment, business machines, freight, bulky matter or fixtures into or out of
the Building without Landlord's prior consent, which consent shall not be
unreasonably withheld, and shall make payment to Landlord of Landlord's costs in
connection therewith. If such safe, machinery, equipment, freight, bulky matter
or fixtures requires special handling, Tenant shall employ at its sole cost and
expense only persons holding a Master Rigger's license to do said work and such
additional tradespeople as may be required to perform such work. All work in
connection therewith shall comply with all Requirements and the Rules and
Regulations, and shall be done during such hours as Landlord may reasonably
designate. Business machines and mechanical equipment shall be placed and
maintained by Tenant at Tenant's expense in settings sufficient in Landlord's
reasonable judgment to absorb and prevent vibration, noise and annoyance. There
Except as otherwise expressly provided in this Lease, there shall be no
allowance to Tenant for a diminution of rental value and no liability on the
part of Landlord by reason of inconvenience, annoyance or injury to business
arising from Landlord, Tenant or others making, or failing to make, any repairs,
alterations, additions or improvements in or to any portion of the Building or
the Premises, or in or to fixtures, appurtenances or equipment thereof.

        Section 4.3 Landlord shall use its reasonable efforts to minimize
interference with Tenant's use and occupancy of the Premises in making any
repairs, alterations, additions or improvements; provided, however, that
Landlord shall have no obligation to employ contractors or labor at so-called
overtime or other premium pay rates or to incur any other overtime costs or
expenses whatsoever. Any materials required for the performance of any such
repairs, alterations, additions or improvements shall be stored at such
locations within the Premises as are reasonably designated by Tenant, except
that any such materials may be moved to the location of the repair, alteration,
addition or improvement during the course of performance of the work.


                                       17
<PAGE>

      Section 4.4 Both the design and decoration of the elevator areas of each
entire floor of the Premises and the public corridors of any floor of the
Premises occupied by more than one (1) occupant (as a result of a subletting or
occupancy arrangement, if any, in accordance with Article 12 hereof) shall be
subject to Landlord's approval, which approval shall not be unreasonably
withheld, and such elevator areas and public corridors shall be maintained and
kept in order by Tenant to Landlord's reasonable satisfaction.

                                    ARTICLE 5
                                 WINDOW CLEANING

      Tenant shall not clean, nor require, permit, suffer or allow any window in
the Premises to be cleaned from the outside in violation of Section 202 of the
Labor Law, or any other Requirement, or of the rules of the Board of Standards
and Appeals, or of any other board or body having or asserting jurisdiction.

                                    ARTICLE 6
                               REQUIREMENTS OF LAW

      Section 6.1 A. Tenant, at its sole cost and expense, shall comply with all
Requirements applicable to the use and occupancy of the Premises, including,
without limitation, those applicable to the making of any Alterations or repairs
therein or the result of the making thereof, except that (other than with
respect to the making of Alterations or the result of the making thereof) Tenant
shall not be under any obligation to make any Alteration in order to comply with
any Requirement applicable to the mere general "office" use or occupancy (as
opposed to the manner of use) of the Premises, unless otherwise expressly
required herein. Tenant shall cause the Premises (including elevator call
buttons and bathrooms on the 12th floor) to comply with ADA. Tenant shall not do
or permit to be done any act or thing upon the Premises which will invalidate or
be in conflict with a standard "all-risk" insurance policy, and shall not do, or
permit anything to be done in or upon the Premises, or bring or keep anything
therein, except as now or hereafter permitted by the New York City Fire
Department, New York Board of Fire Underwriters, the Insurance Services Office
or other authority having jurisdiction and then only in such quantity and manner
of storage as not to increase the rate for fire insurance applicable to the
Building, or use the Premises in a manner (as opposed to mere use as general
"offices") which shall increase the rate of fire insurance on the Building or on
property located therein, over that in similar type buildings or in effect on
the Commencement Date. If by reason of Tenant's failure to comply with the
provisions of this Article, the fire insurance rate shall be higher than it
otherwise would be, then Tenant shall desist from doing or permitting to be done
any such act or thing and shall reimburse Landlord, as additional rent
hereunder, for that part of all fire insurance premiums thereafter paid by


                                       18
<PAGE>

Landlord which shall have been charged because of such failure by Tenant, and
shall make such reimbursement upon demand by Landlord. Landlord shall furnish
Tenant with all bills for additional fire insurance premiums as to which Tenant
is required to make reimbursement hereunder. In any action or proceeding wherein
Landlord and Tenant are parties, a schedule or "make up" of rates for the
Building or the Premises issued by the Insurance Services Office, or other body
fixing such fire insurance rates, shall be conclusive evidence of the facts
therein stated and of the several items and charges in the fire insurance rates
then applicable to the Building.

                  B. Landlord, at its sole cost and expense (but subject to
recoupment as provided in Article 27 hereof ), shall comply with all other
Requirements applicable to the Premises and the Building, subject to Landlord's
right to contest the applicability or legality thereof.

                  C. If it is determined by a final adjudication or other
similar determination that the Building's core and public areas (including
elevator cabs, call buttons, fire doors and fire stairs) are not in compliance
with Title III of The Americans with Disabilities Act of 1990, Public Law
101-336, 42 U.S.C. ss.ss.12101 et seq. (the "ADA"), as of the date hereof,
Landlord shall, at its sole cost and expense (and without recoupment pursuant to
Article 27 if the core or public areas are not in compliance with Title III of
the ADA as in effect as of the date hereof, but otherwise subject to recoupment
pursuant to Article 27) (i) take such action as shall be reasonably achievable
to bring the Building's core and public areas into compliance with Title III of
the ADA, (ii) restore and repair any damage caused to the Premises or any
Alterations in connection with any such compliance work and (iii) reimburse
Tenant for any fines incurred by Tenant by reason of Landlord's non-compliance
with Title III of the ADA, as aforesaid. All of Tenant's Alterations shall
comply with Titles I and III of the ADA.

                                    ARTICLE 7
                                  SUBORDINATION

      Section 7.1 This Lease shall be subject and subordinate to each and every
Superior Lease and to each and every Mortgage. This clause shall be
self-operative and no further instrument of subordination shall be required from
Tenant to make the interest of any Lessor or Mortgagee superior to the interest
of Tenant hereunder; however, Tenant shall execute and deliver promptly an
instrument, in recordable form, that Landlord, any Mortgagee or Lessor
reasonably may request to evidence and confirm such subordination. If the date
of expiration of any Superior Lease shall be the same day as the Expiration
Date, the Term shall end and expire twelve (12) hours prior to the expiration of
the Superior Lease. Tenant shall not knowingly do anything that would constitute
a default under any Superior Lease or Mortgage, or knowingly omit to do anything
that Tenant is obligated to do under the terms of this Lease so 


                                       19
<PAGE>

as to cause Landlord to be in default thereunder. If, in connection with the
financing of the Real Property, the Building or the interest of the lessee under
any Superior Lease, or if in connection with the entering into of a Superior
Lease, any lending institution or Lessor shall request reasonable modifications
of this Lease that do not increase Tenant's monetary obligations under this
Lease, or adversely affect or diminish the rights, or increase the other
obligations of Tenant under this Lease, Tenant shall make such modifications. A
requirement that Tenant give notice of any default on the part of Landlord to
any Mortgagee or Lessor and a reasonable opportunity to cure such default shall
not be deemed to increase the obligations of Tenant under this Lease.

      Section 7.2 A. If at any time prior to the expiration of the Term, any
Superior Lease shall terminate or be terminated for any reason or any Mortgagee
comes into possession of the Real Property or the Building or the estate created
by any Superior Lease by receiver or otherwise, Tenant agrees, at the option of
any Superior Lessor or Mortgagee, to attorn to any such Lessor or Mortgagee or
any person acquiring the interest of Landlord as a result of any such
termination, or as a result of a foreclosure of the Mortgage or the granting of
a deed in lieu of foreclosure (a "Successor Landlord"), upon the then executory
terms and conditions of this Lease, subject to the provisions of Section 7.1
hereof and this Section 7.2, for the remainder of the Term, provided that such
owner, Lessor or Mortgagee, or receiver caused to be appointed by any of the
foregoing, as the case may be, shall then be entitled to possession of the
Premises and provided further that such Lessor or Mortgagee, as the case may be,
or anyone claiming by, through or under such owner, Lessor or Mortgagee, as the
case may be, including a purchaser at a foreclosure sale, shall not be:

            (1) except as hereafter set forth, liable for any act or omission of
any prior landlord (including, without limitation, the then defaulting
landlord), or

            (2) subject to any defense or offsets which Tenant may have against
any prior landlord (including, without limitation, the then defaulting
landlord), or

            (3) bound by any payment of Rental which Tenant may have made to any
prior landlord (including, without limitation, the then defaulting landlord)
more than thirty (30) days in advance of the date upon which such payment was
due, or

            (4) bound by any obligation to perform or fund any work or to make
improvements to the Premises, except for (i) repairs and maintenance pursuant to
the provisions of Article 4, (ii) repairs to the Premises or any part thereof as
a result of damage by fire or other casualty pursuant to Article 10 hereof, but
only to the extent required of Landlord, and (iii) repairs to the Premises as a
result of a partial condemnation pursuant to Article 11 hereof, but only to the
extent that such repairs can be reasonably made from the net proceeds of any
award made available to such owner, Lessor or Mortgagee, or


                                       20
<PAGE>

            (5) bound by any amendment or modification of this Lease made
without its consent (if such consent is required), or

            (6) bound to return Tenant's security deposit, if any, until such
deposit has come into its actual possession and Tenant would be entitled to such
security deposit pursuant to the terms of this Lease.

                  B. The provisions of this Section 7.2 shall enure to the
benefit of any such owner, Lessor or Mortgagee, shall apply notwithstanding
that, as a matter of law, this Lease may terminate upon the termination of any
Superior Lease, shall be self-operative upon any such demand, and no further
instrument shall be required to give effect to said provisions. Tenant, however,
upon demand of any such owner, Lessor or Mortgagee, shall execute, at Tenant's
expense, from time to time, instruments, in recordable form, in confirmation of
the foregoing provisions of this Section 7.2, satisfactory to any such owner,
Lessor or Mortgagee, acknowledging such attornment and setting forth the terms
and conditions of its tenancy. Nothing contained in this Section 7.2 shall be
construed to impair any right otherwise exercisable by any such owner, Lessor or
Mortgagee, or to excuse any such owner, Lessor or Mortgagee from performing
obligations of repair and maintenance required to be performed by it hereunder.

      Section 7.3 From time to time, within ten (10) days next following request
by Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord, such
Mortgagee or such Lessor a written statement executed by Tenant, in form
satisfactory to Landlord, such Mortgagee or such Lessor, (1) stating that this
Lease is then in full force and effect and has not been modified (or if
modified, setting forth all modifications), (2) setting forth the date to which
the Fixed Rent, additional rent and other items of Rental have been paid, (3)
stating whether or not, to the best knowledge of Tenant (but without having made
any investigation), Landlord is in default under this Lease, and, if Landlord is
in default, setting forth the specific nature of all such defaults, and (4) as
to any other matters pertaining to this Lease reasonably requested by Landlord,
such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered
pursuant to this Section 7.3 may be relied upon by any purchaser or owner of the
Real Property or the Building, or Landlord's interest in the Real Property or
the Building or any Superior Lease, or by any Mortgagee, or by an assignee of
any Mortgagee, or by any Lessor.

      Section 7.4 From time to time, within ten (10) days next following request
by Tenant but not more frequently than once twice in any twelve (12) month
period, Landlord shall deliver to Tenant a written statement executed by
Landlord (i) stating that this Lease is then in full force and effect and has
not been modified (or if modified, setting forth all modifications), (ii)
setting forth the date to which the Fixed Rent, all additional rent and any
other items of Rental have been paid, (iii) stating whether or not, to the best
knowledge of Landlord (but without having made any investigation), Tenant is in
default under this Lease, and, if Tenant is 


                                       21
<PAGE>

in default, setting forth the specific nature of all such defaults, and (iv) as
to any other matters reasonably requested by Tenant and related to this Lease.

      Section 7.5 As long as any Superior Lease or Mortgage shall exist, Tenant
shall not seek to terminate this Lease by reason of any act or omission of
Landlord until Tenant shall have given written notice of such act or omission to
all Lessors and Mortgagees at such addresses as shall have been furnished to
Tenant by such Lessors and Mortgagees and, if any such Lessor or Mortgagee, as
the case may be, shall have notified Tenant within ten (10) Business Days
following receipt of such notice of its intention to remedy such act or
omission, until a reasonable period of time shall have elapsed following the
giving of such notice, during which period such Lessors and Mortgagees shall
have the right, but not the obligation, to remedy such act or omission. If no
such notice is given by any such Lessor or Mortgagee within such ten (10)
Business Day period or, if the Lessor or Mortgagee giving such notice does not
undertake cure within ten (10) days following the giving of such notice to
Tenant, then Tenant may pursue all of its remedies hereunder or at law.

                                    ARTICLE 8
                              RULES AND REGULATIONS

      Tenant and Tenant's contractors, employees, agents, visitors, invitees and
licensees shall comply with the Rules and Regulations. Nothing in this Lease
contained shall be construed to impose upon Landlord any duty or obligation to
enforce the Rules and Regulations or terms, covenants or conditions in any other
lease against any other tenant, and Landlord shall not be liable to Tenant for
violation of the same by any other tenant, its employees, agents, visitors or
licensees, except that Landlord shall not enforce any Rule or Regulation against
Tenant which Landlord shall not then be enforcing against all other office
tenants in the Building.

                                    ARTICLE 9
                INSURANCE, PROPERTY LOSS OR DAMAGE; REIMBURSEMENT

      Section 9.1 A. Any Building employee to whom any property shall be
entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's
agent with respect to such property and neither Landlord nor its agents shall be
liable for any damage to property of Tenant or of others entrusted to employees
of the Building, nor for the loss of or damage to any property of Tenant by
theft or otherwise. Neither Landlord nor its agents shall be liable for any
injury (or death) to persons or damage to property, or interruption of Tenant's
business, resulting from fire or other casualty, nor shall Landlord or its
agents be liable for any such injury (or death) to persons or damage caused by
other tenants or persons in the Building or caused by construction of any
private, public or quasi-public work, nor shall Landlord be liable 


                                       22
<PAGE>

for any injury (or death) to persons or damage to property or improvements, or
interruption of Tenant's business, resulting from any latent defect in the
Premises or in the Building.

                  B. If at any time any windows of the Premises are temporarily
closed, darkened or bricked-up due to any Requirement or by reason of repairs,
maintenance, alterations, or improvements to the Building, or any of such
windows are permanently closed, darkened or bricked-up due to any Requirement,
Landlord shall not be liable for any damage Tenant may sustain thereby and
Tenant shall not be entitled to any compensation therefor, nor abatement or
diminution of Fixed Rent or any other item of Rental, nor shall the same release
Tenant from its obligations hereunder, nor constitute an actual or constructive
eviction, in whole or in part, by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business, or otherwise, nor
impose any liability upon Landlord or its agents. If at any time the windows of
the Premises are temporarily closed, darkened or bricked-up, as aforesaid,
Landlord shall perform such repairs, maintenance, alterations or improvements
and comply with the applicable Requirements with reasonable diligence and
otherwise take such action as may be reasonably necessary to minimize the period
during which such windows are temporarily closed, darkened, or bricked-up.

                  C. Tenant shall immediately notify Landlord of any fire or
accident in the Premises, promptly upon becoming aware of same.

      Section 9.2 Tenant shall obtain and keep in full force and effect (i) an
"all risk" insurance policy with a replacement cost endorsement for Alterations,
Specialty Alterations and Tenant's Property at the Premises, and (ii) a policy
of commercial general liability and property damage insurance on an occurrence
basis, with a contractual liability endorsement. Such policies shall provide
that Tenant is named as the insured. Landlord, Landlord's managing agent, and
any Lessors and any Mortgagees (whose names shall have been furnished to Tenant)
shall be added as additional insureds, as their respective interests may appear
with respect to the insurance required to be carried pursuant to clause (i)
above, and only to the extent of the named insured's negligence with respect to
the insurance required to be carried pursuant to clause (ii) above. Such policy
with respect to clause (ii) above shall include a provision under which the
insurer agrees to indemnify and hold Landlord, Landlord's managing agent, and
such Lessors and Mortgagees harmless from and against, subject to the limits of
liability set forth in this Section 9.2, all cost, expense and liability arising
out of, or based upon, any and all claims, accidents, injuries and damages
mentioned in Article 35. In addition, the policy required to be carried pursuant
to clause (ii) above shall contain a provision that (a) no act or omission of
Tenant shall affect or limit the obligation of the insurer to pay the amount of
any loss sustained, and (b) the policy shall be non-cancellable with respect to
Landlord, Landlord's managing agent, and such Lessors and Mortgagees (whose
names and addresses shall have been furnished to Tenant) unless thirty (30)
days' prior written notice shall have been given to Landlord and Landlord's
managing agent by certified mail, return receipt requested, which notice shall
contain the policy number and the names of the insured and additional insureds.
In addition, 


                                       23
<PAGE>

upon receipt by Tenant of any notice of cancellation or any other notice from
the insurance carrier which may adversely affect the coverage of the insureds
under such policy of insurance, Tenant shall immediately deliver to Landlord and
any other additional insured hereunder a copy of such notice. The minimum
amounts of liability under the policy of insurance required to be carried
pursuant to clause (ii) above shall be a combined single limit with respect to
each occurrence in an amount not less than Three Million Dollars ($3,000,000)
for injury (or death) to persons and damage to property, which amount shall be
increased from time to time to that amount of insurance which in Landlord's
reasonable judgment is then being customarily required by prudent landlords of
noninstitutional first-class buildings in New York City for office use. All
insurance required to be carried by Tenant pursuant to the terms of this Lease
shall be effected under valid and enforceable policies issued by reputable and
independent insurers permitted to do business in the State of New York, and
rated in Best's Insurance Guide, or any successor thereto (or if there be none,
an organization having a national reputation) as having a general policyholder
rating of "A" and a financial rating of at least "X".

      Section 9.3 Upon the execution hereof, Tenant shall deliver to Landlord
appropriate certificates of insurance, including evidence of waivers of
subrogation required pursuant to Section 10.5 hereof, required to be carried by
Tenant pursuant to this Article 9. Evidence of each renewal or replacement of a
policy shall be delivered by Tenant to Landlord at least thirty (30) days prior
to the expiration of such policy.

      Section 9.4 Tenant acknowledges that Landlord shall not carry insurance
on, and shall not be responsible for damage to, Tenant's Property or any
Alterations, (including Initial Alterations) and/or Specialty Alterations, and
that Landlord shall not carry insurance against, or be responsible for any loss
suffered by Tenant due to, interruption of Tenant's business; it being expressly
understood and agreed that the foregoing shall not affect Tenant's right, if
any, regarding an abatement of the Rental pursuant to Section 10.1 hereof.

                                   ARTICLE 10

                         DESTRUCTION-FIRE OR OTHER CAUSE

      Section 10.1 A. If the Premises (other than Alterations, Specialty
Alterations and Tenant's Property) shall be damaged by fire or other casualty,
and promptly following the giving of notice thereof to Landlord, the damage
(exclusive of damage to Alterations, Specialty Alterations and/or Tenant's
Property) shall, following completion of Landlord's insurance adjustment, be
diligently repaired by and at the expense of Landlord to substantially the
condition prior to the damage, and until the earlier of (i) sixty (60) days
after such repairs which are required to be performed by Landlord (excluding
Long Lead Work) shall be substantially completed (of which substantial
completion Landlord shall promptly notify Tenant), (ii) the date Tenant
substantially completes its work in the Premises after such casualty, or should
have substantially completed such work by exercising due diligence after such
casualty, and (iii) the 


                                       24
<PAGE>

date Tenant occupies the Premises for the conduct of its business after such
casualty, (x) the Fixed Rent and Space Factor shall be reduced in the proportion
which the ratio between the area of the part of the Premises which is not usable
by Tenant, as determined by Landlord in its reasonable discretion, bears to the
total area of the Premises immediately prior to such casualty, and (y) Tenant's
Share shall be redetermined based upon the proportion in which the ratio between
the rentable area of the Premises remaining after such casualty bears to the
rentable area of the Building remaining after such casualty. In the event that
Tenant is reasonably unable to conduct its business in the undamaged portion of
the Premises or Tenant does not have reasonable access to the Premises, then
Tenant may vacate the undamaged portion of the Premises and the Rental shall be
totally abated until the damage has been repaired and/or Tenant once again
Landlord's repair obligations have been substantially completed and Tenant has
reasonable access to the Premises. Upon the substantial completion of such
repairs (excluding Long Lead Work), Landlord shall diligently prosecute to
completion any items of Long Lead Work remaining to be completed. Landlord shall
have no obligation to repair any damage to, or to replace, any Alterations,
Specialty Alterations or Tenant's Property. Landlord shall use its reasonable
efforts to minimize interference with Tenant's use and occupancy in making any
repairs pursuant to this Section. Anything contained herein to the contrary
notwithstanding, if the Premises (including any Alterations) are damaged by fire
or other casualty at any time prior to the completion of the Initial
Alterations, Landlord's obligation to repair the Premises (and any Alterations)
shall be limited to repair of (w) the part of the Building Systems serving the
Premises on the Commencement Date, but not the distribution portions of such
Building Systems located within the Premises, (x) the floor and ceiling slabs of
the Premises, (y) the exterior walls of the Premises, and (z) the lavatories and
other core areas, all to substantially the same condition which existed on the
Commencement Date.

                  B. Prior to the substantial completion of Landlord's repair
obligations set forth in Section 10.1A. hereof, Landlord shall provide Tenant
and Tenant's contractor, subcontractors and materialmen access to the Premises
to perform Specialty Alterations (or Alterations, if Landlord is not obligated
to repair same pursuant to the provisions hereof), on the following terms and
conditions (but not to occupy the same for the conduct of business):

                        (1) Tenant shall not commence work in any portion of the
Premises until the date specified in a notice from Landlord to Tenant stating
that the repairs required to be made by Landlord have been or will be completed
to the extent reasonably necessary, in Landlord's discretion, to permit the
commencement of the Alterations and Specialty Alterations then prudent to be
performed in accordance with good construction practice in the portion of the
Premises in question without interference with, and consistent with the
performance of, the repairs remaining to be performed.

                        (2) Such access by Tenant shall be deemed to be subject
to all of the applicable provisions of this Lease, including, without
limitation, Tenant's obligation to 


                                       25
<PAGE>

pay to Landlord the Factor as more particularly set forth in Article 13 hereof,
except that there shall be no obligation on the part of Tenant solely because of
such access to pay any Fixed Rent (exclusive of the Factor) portion of the
Factor applicable to electrical usage during such construction) or Escalation
Rent with respect to the affected portion of the Premises for any period prior
to substantial completion of the repairs.

                        (3) It is expressly understood that if Landlord shall be
prevented from substantially completing the repairs due to any acts of Tenant,
its agents, servants, employees or contractors, including, without limitation,
by reason of the performance of any Alterations and Specialty Alteration by
reason of Tenant's failure or refusal to comply or to cause its architects,
engineers, designers and contractors to comply with any of Tenant's obligations
described or referred to in this Lease, or if such repairs are not completed
because under good construction scheduling practice such repairs should be
performed after completion of any Alterations and Specialty Alteration then such
repairs shall be deemed substantially complete on the date when the repairs
would have been substantially completed but for such delay and the expiration of
the abatement of the Tenant's obligations hereunder shall not be postponed by
reason of such delay. Any additional costs to Landlord to complete any repairs
occasioned by such delay shall be paid by Tenant to Landlord within ten (10)
days after demand, as additional rent.

      Section 10.2 Anything contained in Section 10.1 hereof to the contrary
notwithstanding, if the Building shall be so damaged by fire or other casualty
that, in Landlord's reasonable opinion (confirmed by a reputable independent
architect or contractor retained by Landlord), substantial alteration,
demolition, or reconstruction of the Building shall be required (whether or not
the Premises shall have been damaged or rendered untenantable), then Landlord,
at Landlord's option, may, not later than sixty (60) days following the damage,
give Tenant a notice in writing terminating this Lease. If Landlord elects to
terminate this Lease, the Term shall expire upon a date set by Landlord, but not
sooner than the tenth (10th) day nor later than the thirtieth (30th) day after
such notice is given, and Tenant shall vacate the Premises and surrender the
same to Landlord in accordance with the provisions of Article 20 hereof. Upon
the termination of this Lease under the conditions provided for in this Section
10.2, the Rental shall be apportioned to the date that the Premises are no
longer usable or the date of termination (whichever date occurs sooner) and any
prepaid portion of Rental for any period after such date shall be refunded by
Landlord to Tenant.

      Section 10.3 A. Within forty-five (45) days after notice to Landlord of
any damage described in Section 10.1 hereof, Landlord shall deliver to Tenant a
statement prepared by a reputable contractor setting forth such contractor's
estimate as to the time required to repair such damage, exclusive of time
required to repair any Alterations, Initial Alterations or Specialty Alterations
(which are Tenant's obligation to repair) or to perform Long Lead Work. If the
estimated time period exceeds nine (9) months from the date of such statement,
Tenant may elect to terminate this Lease by notice to Landlord not later than
thirty (30) days following 


                                       26
<PAGE>

receipt of such statement. If Tenant makes such election, the Term shall expire
upon the thirtieth (30th) day after notice of such election is given by Tenant,
and Tenant shall vacate the Premises and surrender the same to Landlord in
accordance with the provisions of Article 20 hereof. If Tenant shall not have
elected to terminate this Lease pursuant to this Article 10 (or is not entitled
to terminate this Lease pursuant to this Article 10), the damage shall be
diligently repaired by and at the expense of Landlord as set forth in Section
10.1 hereof. Except as expressly set forth in this Section 10.3A., Tenant shall
have no other options to cancel this Lease under this Article 10.

                  B. Notwithstanding the foregoing, if the Premises shall be
substantially damaged during the last two (2) years of the Term, either party
may elect by notice, given within thirty (30) days after the occurrence of such
damage, to terminate this Lease and if either party makes such election, the
Term shall expire upon the thirtieth (30th) day after notice of such election is
given, and Tenant shall vacate the Premises and surrender the same to Landlord
in accordance with the provisions of Article 20 hereof.

      Section 10.4 This Article 10 constitutes an express agreement governing
any case of damage or destruction of the Premises or the Building by fire or
other casualty, and Section 227 of the Real Property Law of the State of New
York, which provides for such contingency in the absence of an express
agreement, and any other law of like nature and purpose now or hereafter in
force shall have no application in any such case.

      Section 10.5 The parties hereto shall procure an appropriate clause in, or
endorsement on, any fire or extended coverage insurance covering the Premises,
the Building and personal property, fixtures and equipment located thereon or
therein, pursuant to which the insurance companies waive subrogation or consent
to a waiver of right of recovery and having obtained such clauses or
endorsements of waiver of subrogation or consent to a waiver of right of
recovery, will not make any claim against or seek to recover from the other for
any loss or damage to its property or the property of others resulting from fire
or other hazards of the type covered by such fire and extended coverage
insurance. If the payment of an additional premium is required for the inclusion
of such waiver of subrogation provision, each party shall advise the other of
the amount of any such additional premiums and the other party at its own
election may, but shall not be obligated to, pay the same. If such other party
shall not elect to pay such additional premium, the first party shall not be
required to obtain such waiver of subrogation provision. If the payment of an
additional premium is required for naming the other party as an additional
insured, each party shall advise the other of the amount of any such additional
premium and the other party at its own election may, but shall not be obligated
to, pay the same. If such other party shall not elect to pay such additional
premium even with the payment of an additional premium, then such party shall so
notify the first party and the first party shall not have the obligation to name
the other party as an additional insured. In the event that Tenant shall be
unable to obtain a waiver of 


                                       27
<PAGE>

subrogation clause for Landlord's benefit for any reason whatsoever, then
Landlord shall have no obligation to obtain a waiver of subrogation clause for
the benefit of Tenant, even if one is readily available. Tenant acknowledges
that Landlord shall not carry insurance on and shall not be responsible for
damage to, Tenant's Property or Specialty Alterations or any other Alteration
prior to the completion of the Initial Alterations, and that Landlord shall not
carry insurance against, or be responsible for any loss suffered by Tenant due
to, interruption of Tenant's business.

                                   ARTICLE 11
                                 EMINENT DOMAIN

      Section 11.1 If the whole of the Real Property, the Building or the
Premises shall be acquired or condemned for any public or quasi-public use or
purpose, this Lease and the Term shall end as of the date of the vesting of
title with the same effect as if said date were the Expiration Date. If only a
part of the Real Property (comprised of at least thirty percent (30%) of the
rentable area of the Building) and not the entire Premises shall be so acquired
or condemned then, (1) except as hereinafter provided in this Section 11.1, this
Lease and the Term shall continue in force and effect, but, if a part of the
Premises is included in the part of the Real Property so acquired or condemned,
from and after the date of the vesting of title, (x) the Fixed Rent and the
Space Factor shall be reduced in the proportion which the area of the part of
the Premises so acquired or condemned bears to the total area of the Premises
immediately prior to such acquisition or condemnation, (y) Tenant's Share shall
be redetermined based upon the proportion in which the ratio between the
rentable area of the Premises remaining after such acquisition or condemnation
bears to the rentable area of the Building remaining after such acquisition or
condemnation, and (z) the security deposit pursuant to Article 31 below shall be
reduced in the same proportion that the Fixed Rent and Space Factor are reduced;
(2) whether or not the Premises shall be affected thereby, Landlord, at
Landlord's option, may give to Tenant, within sixty (60) days next following the
date upon which Landlord shall have received notice of vesting of title, a
thirty (30) days' notice of termination of this Lease if Landlord shall elect to
terminate leases (including this Lease), affecting at least fifty percent (50%)
of the rentable area of the Building (excluding any rentable area leased by
Landlord or its Affiliates); and (3) if the part of the Real Property so
acquired or condemned shall contain more than fifteen percent (15%) of the total
area of the Premises immediately prior to such acquisition or condemnation, or
if, by reason of such acquisition or condemnation, Tenant no longer has
reasonable means of access to the Premises, Tenant, at Tenant's option, may give
to Landlord, within sixty (60) days next following the date upon which Tenant
shall have received notice of vesting of title, a thirty (30) days' notice of
termination of this Lease. If any such thirty (30) days' notice of termination
is given by Landlord or Tenant, this Lease and the Term shall come to an end and
expire upon the expiration of said thirty (30) days with the same effect as if
the date of expiration of said thirty (30) days were the Expiration Date. If a
part of the Premises shall be so acquired or condemned and this Lease and the
Term shall not be terminated pursuant to the foregoing provisions of this
Section 11.1, Landlord, at Landlord's expense, shall restore that part of the


                                       28
<PAGE>

Premises not so acquired or condemned to a self-contained rental unit inclusive
of Tenant's Alterations (other than Specialty Alterations), except that if such
acquisition or condemnation occurs prior to completion of the Initial
Alterations, Landlord shall only be required to restore that part of the
Premises not so acquired or condemned to a self-contained rental unit exclusive
of Tenant's Alterations. Upon the termination of this Lease and the Term
pursuant to the provisions of this Section 11.1, the Rental shall be apportioned
and any prepaid portion of Rental for any period after such date shall be
refunded by Landlord to Tenant.

      Section 11.2 In the event of any such acquisition or condemnation of all
or any part of the Real Property, Landlord shall be entitled to receive the
entire award for any such acquisition or condemnation, Tenant shall have no
claim against Landlord or the condemning authority for the value of any
unexpired portion of the Term and Tenant hereby expressly assigns to Landlord
all of its right in and to any such award. Nothing contained in this Section
11.2 shall be deemed to prevent Tenant from making a separate claim in any
condemnation proceedings for the then value of any Tenant's Property included in
such taking, and for any moving expenses.

      Section 11.3 If the whole or any part of the Premises shall be acquired or
condemned temporarily during the Term for any public or quasi-public use or
purpose, Tenant shall give prompt notice thereof to Landlord and the Term shall
not be reduced or affected in any way and Tenant shall continue to pay in full
all items of Rental payable by Tenant hereunder without reduction or abatement,
and Tenant shall be entitled to receive for itself any award or payments for
such use, provided, however, that:

            (i) if the acquisition or condemnation is for a period not extending
      beyond the Term and if such award or payment is made less frequently than
      in monthly installments, the same shall be paid to and held by Landlord as
      a fund which Landlord shall apply from time to time to the Rental payable
      by Tenant hereunder, except that, if by reason of such acquisition or
      condemnation changes or alterations are required to be made to the
      Premises which would necessitate an expenditure to restore the Premises,
      then a portion of such award or payment considered by Landlord as
      appropriate to cover the expenses of the restoration shall be retained by
      Landlord, without application as aforesaid, and applied toward the
      restoration of the Premises as provided in Section 11.1 hereof; or

            (ii) if the acquisition or condemnation is for a period extending
      beyond the Term, such award or payment shall be apportioned between
      Landlord and Tenant as of the Expiration Date; Tenant's share thereof, if
      paid less frequently than in monthly installments, shall be paid to
      Landlord and applied in accordance with the provisions of clause (i)
      above, provided, however, that the amount of any award or payment allowed
      or retained for restoration of the Premises shall remain the property of
      Landlord if this Lease shall expire prior to the restoration of the
      Premises.


                                       29
<PAGE>

                                   ARTICLE 12

                     ASSIGNMENT, SUBLETTING, MORTGAGE, ETC.

      Section 12.1 Tenant, without the prior consent of Landlord in each
instance, shall not (a) assign its rights or delegate its duties under this
Lease (whether by operation of law, transfers of interests in Tenant or
otherwise), mortgage or encumber its interest in this Lease, in whole or in
part, (b) sublet, or permit the subletting of, the Premises or any part thereof,
or (c) permit the Premises or any part thereof to be occupied or used for desk
space, mailing privileges or otherwise, by any Person other than Tenant.
Notwithstanding anything to the contrary contained herein, Tenant may assign
this Lease or sublet the entire demised premises, upon prior notice to Landlord,
but not subject to Landlord's consent or the provisions of Sections 12.4, and
12.10 hereof, to an Affiliate, subject to all of the other terms and conditions
of this Lease. In addition, without Landlord's consent, Tenant may permit up to
25% of the Premises to be used by Affliates or business associates for desk
space, provided and on condition that: (i) such space is not (and is not
required by Requirements to be) separately divided, (ii) the occupancy of the
Premises is subject to all of the terms of this Lease, (iii) such occupant shall
have no right to or interest in the Premises, and (iv) Tenant does not receive a
profit from such arrangement.

      Section 12.2 A. If Tenant's interest in this Lease is assigned in
violation of the provisions of this Article 12, such assignment shall be void
and of no force and effect against Landlord; provided, however, that Landlord
may collect an amount equal to the then Fixed Rent plus any other item of Rental
from the assignee as a fee for its use and occupancy, and shall apply the net
amount collected to the Fixed Rent and other items of Rental reserved in this
Lease. If the Premises or any part thereof are sublet to, or occupied by, or
used by, any Person other than Tenant, whether or not in violation of this
Article 12, Landlord, after default by Tenant under this Lease, including,
without limitation, a subletting or occupancy in violation of this Article 12,
may collect any item of Rental or other sums paid by the subtenant, user or
occupant as a fee for its use and occupancy, and shall apply the net amount
collected to the Fixed Rent and other items of Rental reserved in this Lease. In
the event that any such default is cured, then any sums collected from any
subtenant, user or occupant in excess of the Fixed Rent and other items of
Rental reserved in this Lease shall forthwith be paid to Tenant after deducting
any fees and expenses payable by Tenant to Landlord in connection with such
default. No such assignment, subletting, occupancy or use, whether with or
without Landlord's prior consent, nor any such collection or application of
Rental or fee for use and occupancy, shall be deemed a waiver by Landlord of any
term, covenant or condition of this Lease or the acceptance by Landlord of such
assignee, subtenant, occupant or user as Tenant hereunder. The consent by
Landlord to any assignment, subletting, occupancy or use shall not relieve
Tenant from its obligation to obtain the express prior consent of Landlord to
any further assignment, subletting, occupancy or use.


                                       30
<PAGE>

                  B. Tenant shall reimburse Landlord on demand for any costs
that may be incurred by Landlord in connection with any proposed assignment of
Tenant's interest in this Lease or any proposed subletting of the Premises or
any part thereof, including, without limitation, any reasonable processing fee,
reasonable attorneys' fees and disbursements and the reasonable costs of making
investigations as to the acceptability of the proposed subtenant or the proposed
assignee.

                  C. Neither any assignment of Tenant's interest in this Lease
nor any subletting, occupancy or use of the Premises or any part thereof by any
Person other than Tenant, nor any collection of Rental by Landlord from any
Person other than Tenant as provided in this Section 12.2, nor any application
of any such Rental as provided in this Section 12.2 shall, in any circumstances,
relieve Tenant of its obligations under this Lease on Tenant's part to be
observed and performed.

      Section 12.3. A. If Tenant is a partnership, the admission of new
Partners, the withdrawal, retirement, death, incompetency or bankruptcy of any
Partner, or the reallocation of partnership interests among the Partners, shall
not constitute an assignment of this Lease, provided that the principal purpose
of any such admission, withdrawal, or retirement is not to circumvent the
restrictions on assignment set forth in the provisions of this Article 12. The
reorganization of Tenant from a professional corporation or corporation into a
partnership or limited liability entity or the reorganization of a Tenant from a
partnership into a professional corporation or limited liability entity, shall
not constitute an assignment of this Lease, provided that immediately following
such reorganization the Partners, shareholders or members of Tenant shall be the
same as the shareholders or partners of Tenant existing immediately prior to
such reorganization, as the case may be. If Tenant shall become a professional
corporation or limited liability entity, each individual shareholder or member
of Tenant as the case may be, and each employee of a professional corporation
which is a shareholder in Tenant shall have the same personal liability as such
individual or employee would have under this Lease if Tenant were a partnership
and such individual or employee were a Partner in Tenant. If any individual
Partner in Tenant is or becomes an employee of a professional corporation, or a
member of a limited liability entity such individual shall have the same
personal liability under this Lease as such individual would have if he and not
the professional corporation or limited liability entity were a Partner of
Tenant.

                  B. A transfer (including the issuance of treasury stock or the
creation and issuance of new stock or a new class of stock) of fifty percent
(50%) or more of the shares of Tenant (if Tenant is a corporation or trust) or a
transfer of fifty percent (50%) or more of the total interest in Tenant (if
Tenant is a partnership or other entity) at any one time or through a series of
transfers over a twelve (12) month period, shall be deemed an assignment of this
Lease and shall be subject to all of the provisions of this Article 12,
including, without limitation, the requirement that Tenant obtain Landlord's
prior consent thereto. The transfer of 


                                       31
<PAGE>

shares of Tenant (if Tenant is a corporation or trust) for purposes of this
Section 12.4 shall not include the sale of shares by persons other than those
deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as
amended, which sale is effected through the "over-the-counter market" or through
any recognized stock exchange. The provisions of this Article 12 shall not apply
to any transaction with a corporation into which Tenant merges or with which
Tenant consolidates or to which all or substantially all of Tenant's assets are
transferred provided that (i) a principal purpose of the transaction is not the
assignment of this Lease, (ii) the surviving corporation, immediately after the
transaction, has a net worth equal to or greater than that of Tenant immediately
prior to the transaction, and Landlord is furnished with certified financial
statements confirming such net worth, and (iii) the surviving corporation
assumes all of Tenant's obligations under this Lease and Landlord is provided
with an executed copy of the assumption agreement.

      Section 12.4 If Tenant shall at any time or times during the Term, desire
to assign this Lease or sublet all or any portion of the Premises (except to an
Affiliate as provided in Section 12.1), Tenant shall first give written notice
of such desire to Landlord, which notice shall contain the proposed effective
date of the desired assignment or commencement date of the desired sublease (and
the expiration date, if a sublease), and if only a portion of the Premises is to
be sublet, the notice shall be accompanied by a floor plan of the Premises on
which the area to be subleased is shown cross-hatched. Such notice (a "Leaseback
Notice") shall be deemed an offer from Tenant to Landlord whereby Landlord may,
at its option, (i) sublease such space (hereinafter called the "Leaseback
Space") from Tenant upon the terms and conditions hereinafter set forth (if the
proposed transaction is a sublease of part of the Premises), or (ii) terminate
this Lease or sublease such space for the term of the proposed sublease as set
forth in the Leaseback Notice (if the proposed transaction is an assignment or a
sublease of all or substantially all of the Premises). For purposes hereof, more
than one (1) transaction with the same party or related parties within a one (1)
year period shall be deemed one (1) transaction. Said options may be exercised
by Landlord by notice to Tenant at any time within sixty (60) days after such
notice has been given by Tenant to Landlord, and during such sixty (60) day
period Tenant shall not assign this Lease nor sublet such space to any person
nor entity or advertise, list or market said space. If Tenant does not
consummate an assignment or sublease within one hundred eighty (180) days
following the giving of the Leaseback Notice, Tenant shall be required to comply
again with the provisions of this Section 12.4 before assigning this Lease,
subletting such space or advertising, listing or marketing said space.

      Section 12.5 If Landlord exercises its option to terminate this Lease in
the case where Tenant desires either to assign this Lease or sublet all or
substantially all of the Premises, then this Lease shall end and expire on the
date that such assignment or sublet was to be effective or commence, as the case
may be, and the Fixed Rent and Escalation Rent due hereunder shall be paid and
apportioned to such date.


                                       32
<PAGE>

      Section 12.6 If Landlord exercises its option to sublet the Leaseback
Space, such sublease to Landlord (as subtenant) shall be at the rental rate per
rentable square foot of Fixed Rent and additional rent then payable pursuant to
this Lease, and such sublease shall:

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

            (b) be for the same term as proposed by Tenant pursuant to Section
12.4 above;

            (c) give the sublessee the unqualified and unrestricted right,
without Tenant's permission, to assign such sublease or any interest therein
and/or to sublet the Leaseback Space or any part or parts of the Leaseback Space
and to make any and all changes, alterations and improvements in the space
covered by such sublease as Landlord deems necessary or desirable, and if the
proposed sublease will result in all or substantially all of the Premises being
sublet, grant Landlord the option to extend the term of such sublease for the
balance of the Term less one (1) day;

            (d) provide that any assignee or further subtenant of Landlord may,
at the election of Landlord, be permitted to make alterations, decorations and
installations in the Leaseback Space or any part thereof as Landlord deems
necessary or desirable and shall also provide in substance that any such
alterations, decorations and installations in the Leaseback Space therein made
by any assignee or subtenant of Landlord may be removed, in whole or in part, by
such assignee or subtenant, at its option, prior to or upon the expiration or
other termination of such assignment or sublease, provided that such assignee or
subtenant, at its expense, shall repair any damage and injury to that portion of
the Leaseback Space so sublet caused by such removal;

            (e) also provide that (i) the parties to such sublease expressly
negate any intention that any estate created under such sublease be merged with
any other estate held by either of said parties, (ii) any assignment or
subletting by Landlord (as the subtenant) may be for any purpose or purposes
that Landlord, in Landlord's uncontrolled discretion, shall deem suitable or
appropriate, (iii) Tenant, at Landlord's expense, shall and will at all times
provide and permit reasonably appropriate means of ingress to and egress from
the Leaseback Space so sublet by Tenant to Landlord, (iv) Landlord, at Tenant's
expense, may make such alterations as may be required or deemed necessary by
Landlord to physically separate the Leaseback Space from the balance of the
Premises and to comply with any Requirements of Governmental Authorities
relating to such separation, and (v) that at the expiration of the term of such
sublease, Tenant will accept the space covered by such sublease in its then
existing condition, subject to the obligations of the sublessee to make such
repairs thereto as may be necessary to preserve the space demised by such
sublease in reasonable order and condition; and


                                       33
<PAGE>

            (f) Tenant shall have no obligation, at the expiration or earlier
termination of the Term, to remove any alteration, installation or improvement
made in the Leaseback Space by Landlord or to restore the Leaseback Space to its
original condition by removing any such alteration, installation or improvement.

      Section 12.7 Performance by Landlord or its designee, under a sublease of
the Leaseback Space to Landlord, shall be deemed performance by Tenant of any
similar obligation under this Lease and any default under any such sublease
shall not give rise to a default under a similar obligation contained in this
Lease, nor shall Tenant be liable for any default under this Lease or deemed to
be in default hereunder if such default arises directly from any act or omission
of the subtenant under such sublease or arises directly from any act or omission
of any occupant holding under or pursuant to any such sublease.

      Section 12.8 A. In the event Landlord does not exercise an option provided
to it pursuant to Section 12.4 or does not possess such option pursuant to
Section 12.1 or 12.3 above, and provided that Tenant is not in default (beyond
the expiration of any applicable notice and grace period) of any of Tenant's
obligations under this Lease, Landlord's consent (which must be in writing) to
the proposed assignment or sublease shall not be unreasonably withheld or
delayed, provided and upon condition that:

            (a) Tenant shall have complied with the provisions of Section 12.4
and Landlord shall not have exercised any of its options under said Section 12.4
within the time permitted therefor;

            (b) The proposed assignee or subtenant is engaged in a business and
the Premises, or the relevant part thereof, will be used in a manner which (i)
is in keeping with the then standards of the Building, and (ii) is limited to
the use expressly permitted under this Lease;

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

            (d) The proposed assignee or sublessee, is not then (i) an occupant
or an Affiliate of any occupant of any part of the Building, or (ii) negotiating
with Landlord to lease space in the Building, in either case only if Landlord
has, or will have within six (6) months following receipt of Tenant's request
for consent, comparable space available for leasing.

            (e) The form of the proposed sublease or assignment shall comply
with the applicable provisions of this Article and be reasonably acceptable to
Landlord;


                                       34
<PAGE>

            (f) The number of occupants in the Premises (including Tenant,
subtenants and Landlord or Landlord's designee) shall not exceed two (2); and

            (g) Tenant shall not have (i) advertised or publicized in any way
the availability of the Premises without prior written notice to Landlord, nor
shall any advertisement state the name (as distinguished from the address) of
the Building or the proposed rental, or (ii) listed the Premises for subletting
or assignment with a broker, agent or representative at a rental rate less than
the Fixed Rent and Escalation Rent at which Landlord is then offering to lease
other comparable space in the Building, provided, however, the foregoing shall
not be construed as prohibiting Tenant from consummating an assignment or
sublease on any terms acceptable to it.

                  B. Except for any subletting by Tenant to Landlord pursuant to
the provisions of this Article, each subletting pursuant to this Article shall
be subject to all of the covenants, agreements, terms, provisions and conditions
contained in this Lease. Notwithstanding any such subletting to Landlord or any
such subletting to any other subtenant and/or acceptance of Fixed Rent or
additional rent by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment of the Rental due and to become due hereunder and
for the performance of all the covenants, agreements, terms, provisions and
conditions contained in this Lease on the part of Tenant to be performed and all
acts and omissions of any assignee, subtenant or other occupant permitted
hereunder or anyone claiming under or through any assignee, subtenant or other
occupant permitted hereunder which shall be in violation of any of the
obligations of this Lease, and any such violation shall be deemed to be a
violation by Tenant. Tenant further agrees that notwithstanding any such
assignment or subletting, no other and further assignment or subletting of the
Premises by Tenant or any person claiming through or under Tenant shall or will
be made except upon compliance with and subject to the provisions of this
Article. If Landlord shall decline to give its consent to any proposed
assignment or sublease, Tenant shall indemnify, defend and hold harmless
Landlord against and from any and all loss, liability, damages, costs and
expenses (including reasonable counsel fees) resulting from any claims that may
be made against Landlord by any brokers with whom Tenant dealt claiming a
commission or similar compensation in connection with the proposed assignment or
sublease.

      Section 12.9 With respect to each and every sublease or subletting
authorized by Landlord under the provisions of this Lease, it is further agreed:

            (a) No subletting shall be for a term ending later than one (1) day
prior to the Expiration Date as the same may be extended;


                                       35
<PAGE>

            (b) No sublease shall be valid, and no subtenant shall take
possession of the Premises or any part thereof, until an executed counterpart of
such sublease has been delivered to Landlord and consented to by it;

            (c) Each sublease shall provide that it is subject and subordinate
to this Lease and to the matters to which this Lease is or shall be subordinate,
and that in the event of termination, re-entry or dispossess by Landlord under
this Lease, Landlord may, at its option, take over all of the right, title and
interest of Tenant, as sublessor, under such sublease, and such subtenant shall,
at Landlord's option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not (i) be liable for
any previous act or omission of Tenant under such sublease, (ii) be subject to
any offset not expressly provided in such sublease, which theretofore accrued to
such subtenant against Tenant, or (iii) be bound by any previous modification of
such sublease or by any previous prepayment of more than one (1) month's rent,
unless Landlord shall have consented to same; and

            (d) The failure by Landlord to exercise its option under Section
12.4 with respect to any subletting shall not be deemed a waiver of such option
with respect to any extension of such subletting or any subsequent subletting of
the Premises affected thereby.

      Section 12.10.A. Subject to the provisions of this Section 12.10, in
connection with any subletting of all or any portion of the Premises by Tenant,
Tenant shall pay to Landlord an amount equal to fifty percent (50%) of any
Sublease Profit derived therefrom, provided, however, that in no event shall
Tenant be entitled to any proceeds derived from or relating to (directly or
indirectly) any subletting of the Recapture Space by Landlord or its designee to
a subtenant. All sums payable hereunder by Tenant shall be calculated on an
annualized basis (equitably adjusted for partial years), and shall be paid to
Landlord, as additional rent, within ten (10) days after receipt thereof by
Tenant.

                      B. For purposes of this Lease:

            (1) "Rent Per Square Foot" shall mean the sum of the then Fixed Rent
and Escalation Rent divided by the Space Factor.

            (2) "Sublease Profit" shall mean the product of (x) the Sublease
Rent Per Square Foot less the Rent Per Square Foot, and (y) the number of
rentable square feet constituting the portion of the Premises sublet by Tenant.

            (3) "Sublease Rent" shall mean any rent or other consideration paid
to Tenant directly or indirectly by any subtenant or any other amount received
by Tenant from or in connection with any subletting (including, but not limited
to, sums paid for the sale or rental, or consideration received on account of
any contribution, of Tenant's Property or sums paid in connection with the
supply of electricity less the Sublease Expenses.


                                       36
<PAGE>

            (4) "Sublease Expenses" shall mean: (i) in the event of a sale of
Tenant's Property, the then unamortized or undepreciated cost thereof determined
on the basis of Tenant's federal income tax returns, (ii) the reasonable
out-of-pocket costs and expenses of Tenant in making such sublease, such as
brokers' fees, attorneys' fees, and advertising fees paid to unrelated third
parties, (iii) any sums paid to Landlord pursuant to Section 12.2B. hereof, and
(iv) the cost of improvements or alterations made by Tenant expressly and solely
for the purpose of preparing that portion of the Premises for such subtenancy if
not used by Tenant subsequent to the expiration of the term of the sublease, as
determined by Tenant's federal income tax returns. In determining Sublease Rent,
the costs set forth in clauses (ii), (iii) and (iv) shall be amortized on a
straight-line basis over the term of such sublease.

            (5) "Sublease Rent Per Square Foot" shall mean the Sublease Rent
divided by the rentable square feet of the space demised under the sublease in
question.

            (6) Sublease Profit shall be recalculated from time to time to
reflect any corrections in the prior calculation thereof due to (i) subsequent
payments received or made by Tenant, (ii) the final adjustment of payments to be
made by or to Tenant, and (iii) mistake. Promptly after receipt or final
adjustment of any such payments or discovery of any such mistake, Tenant shall
submit to Landlord a recalculation of the Sublease Profit, and an adjustment
shall be made between Landlord and Tenant, on account of prior payments made or
credits received pursuant to this Section 12.10. In addition, if Sublease
Expenses utilized for the purpose of calculating Sublease Profit included an
amount attributable to the cost of the improvements made by Tenant expressly and
solely for the purpose of preparing the Premises or a portion thereof for the
occupancy of the subtenant and subsequent to the expiration of the sublease such
improvements and/or alterations were not demolished and/or removed, Sublease
Profits shall be recalculated as if the cost of such improvements and/or
alterations were not incurred by Tenant and Tenant promptly shall pay to
Landlord fifty percent (50%) of the additional amount of such Sublease Profit.

                  C. Tenant shall pay to Landlord, upon receipt thereof, fifty
percent (50%) of the Assignment Proceeds. For purposes of this Paragraph C.,
"Assignment Proceeds" shall mean all consideration payable to Tenant, directly
or indirectly, by any assignee, or any other amount received by Tenant from or
in connection with any assignment (including, but not limited to, sums paid for
the sale or rental, or consideration received on account of any contribution, of
Tenant's Property) after deducting therefrom: (i) in the event of a sale (or
contribution) of Tenant's Property, the then unamortized or undepreciated cost
thereof determined on the basis of Tenant's federal income tax returns, (ii) the
reasonable out-of-pocket costs and expenses of Tenant in making such assignment,
such as brokers' fees, attorneys' fees, and advertising fees paid to unrelated
third parties, (iii) any payments required to be made by Tenant in connection
with the assignment of its interest in this Lease pursuant to Article 31-B of
the Tax Law of the State of New York or any real property transfer tax of the
United States 


                                       37
<PAGE>

or the City or State of New York (other than any income tax), (iv) any sums paid
by Tenant to Landlord pursuant to Section 12.2B. hereof, and (v) the cost of
improvements or alterations made by Tenant expressly and solely for the purpose
of preparing the Premises for such assignment, as determined by Tenant's federal
income tax returns. If the consideration paid to Tenant for any assignment shall
be paid in installments, then the expenses specified in this Paragraph C. shall
be amortized over the period during which such installments shall be payable. If
Landlord exercises its right to take an assignment of or cancel this Lease
pursuant to the provisions of Section 12.4 hereof, in no event shall Tenant be
entitled to any proceeds derived from or relating to (directly or indirectly)
any lease or sublease of the Premises by Landlord or further assignment of this
Lease.

                                   ARTICLE 13
                                   ELECTRICITY

      Section 13.1 As an incident to this Lease and as part of the Fixed Rent
payable hereunder, Landlord shall furnish to Tenant, subject to compliance with
Requirements, through transmission facilities installed by it in the Building,
alternating electric current to be used by Tenant in the Premises in such amount
as shall be sufficient during Business Hours of Business Days for the operation
of Tenant's lighting fixtures and customary small office machines; provided,
however, that Landlord shall not be obligated to provide electric current in an
amount in excess of five (5) watts (connected load) of electric current per
gross usable square foot of space in the Premises (inclusive of any
supplementary system installed by or on behalf of Tenant and exclusive of the
base Building air conditioning system) (the "Electric Capacity"). Landlord shall
not be liable in any way to Tenant for any failure or defect in supply or
character of electric current furnished to be Premises. At Landlord's option,
Landlord shall furnish and install all lighting tubes, ballasts, lamps and bulbs
used in the Premises and Tenant shall pay, promptly upon demand as additional
rent, Landlord's reasonable and competitive charges therefore. Tenant shall use
said electric current for lighting and, insofar as Landlord's facilities are not
burdened thereby and applicable laws and insurance regulations permit, for
operation of such equipment as is normally used in connection with the operation
of a business office. The portion of the Fixed Rent attributable to electric
current so furnished to Tenant, is hereinafter referred to as the "Factor". In
no event is the Factor to be less than the Factor on the date of this Lease
($16,156.25), as thereafter increased pursuant to Section 13.5 below.
Notwithstanding anything to the contrary contained herein, Tenant shall pay for
electricity consumed in the Premises from and after the Commencement Date.

      Section 13.2 Tenant's use of electric current in the Premises shall not at
any time exceed the Electric Capacity. Tenant shall not make or perform, or
permit the making or performing of, any alterations to wiring installations or
other electrical facilities in or serving the Premises or any additions to the
business machines, office equipment or other appliances in the Premises which
utilize would have a material impact on Tenant's electrical energy usage in 


                                       38
<PAGE>

the Premises, without the prior written consent of Landlord in each instance.
Should Landlord grant any such consent, all additional risers or other equipment
required therefor shall be installed by Landlord and the reasonable cost thereof
plus all reasonable costs incurred by Landlord to any electrical engineer
retained by Landlord to review the electrical work required by Tenant shall be
paid by Tenant, as additional rent, promptly upon demand. As a condition to
granting any such consent, Landlord may require that Tenant agree to an increase
in the Fixed Rent payable hereunder by an amount which will reflect the value to
Tenant (as determined pursuant to Section 13.3 below) of the additional service
to be furnished by Landlord, that is, the potential additional electric current
to be made available to Tenant. If Landlord and Tenant cannot agree thereon,
such amount shall be determined by a reputable independent electrical engineer
or consultant, to be selected by Landlord and paid by Tenant. The findings of
the consultant or engineer in all such instances shall be conclusive and binding
upon the parties, subject to Tenant's right to contest such findings pursuant to
Section 13.7 below. When the amount of such increase is so determined, the
parties shall execute and exchange an agreement supplementary hereto to reflect
the increase in the amount of the Fixed Rent payable hereunder, effective from
the date such additional service is made available to Tenant, but such increase
shall be effective from such date even if such supplementary agreement is not
executed.

      Section 13.3. Landlord may, at any time or from time to time, retain a
reputable independent electrical engineer or consultant, selected by Landlord
and paid by Landlord, to make a survey of the electrical wiring and power load
to determine what the value would be to Tenant if it were purchasing electricity
directly from the utility company at Landlord's rate schedule, provided,
however, that under no circumstances may the Factor be reduced below the amount
set forth in Section 13.1 above as thereafter increased pursuant to Section 13.5
below. The findings of the consultant or engineer in all such instances shall be
conclusive and binding upon the parties, subject to Tenant's right to contest
such findings pursuant to Section 13.7 below. When the amount of such value is
so determined, the parties shall execute and exchange an agreement supplementary
hereto to reflect any appropriate increase in the amount of the Fixed Rent
payable hereunder, effective from the date of such survey, but such increase
shall be effective from such date even if such supplementary agreement is not
executed.

      Section 13.4 If any tax is imposed upon Landlord in connection with the
furnishing of electric current to Tenant by any Federal, State or Local
Government subdivision or authority, Tenant shall pay Landlord an amount equal
to such tax, where permitted by law.

      Section 13.5 If, subsequent to May 8, 1997 the public utility rate
schedule or any portion of the charge for the supply of electric current the
Building is increased or decreased or such rate schedule is superseded by
another rate schedule, the Factor shall be increased or decreased by the same
percentage as the percentage of increase or decrease in Landlord's cost for
purchasing electricity for the Building and the Fixed Rent shall be adjusted
accordingly; provided, however, that under no circumstances may the Factor be
reduced below the amount 


                                       39
<PAGE>

set forth in Section 13.1 above as thereafter increased pursuant to this Section
13.5. If Landlord and Tenant cannot agree thereon, the amount of such adjustment
shall be determined by a reputable independent electrical engineer or
consultant, to be selected by Landlord and paid equally by both parties. The
findings of the consultant or engineer, in all such instances, shall be
conclusive and binding upon the parties. Whenever the amount of any such
adjustment is so determined, the parties shall execute and exchange an agreement
supplementary hereto to reflect such adjustment in the amount of the Factor (and
the Fixed Rent) payable hereunder, effective from the effective date of such
increase, decrease or change in such rate schedule or charge, but such
adjustment shall be effective from such date whether or not a supplementary
agreement is executed.

      Section 13.6 Landlord reserves the right to discontinue furnishing
electric current to Tenant in the Premises at any time upon not less than thirty
(30) days' written notice to Tenant. If Landlord exercises such right of
termination, this Lease shall continue in full force and effect and shall not be
affected thereby, except that, from and after the effective date of such
termination, Landlord shall not be obligated to furnish electric current to
Tenant and the Fixed Rent payable hereunder shall be reduced by the Factor. If
Landlord so discontinues furnishing electric current to Tenant, Tenant shall
arrange to obtain electric current directly from the public utility company
furnishing electric current to the Building; provided, however, Landlord shall
not discontinue furnishing electricity to Tenant until Tenant is capable of
receiving electricity directly from the public utility or other applicable
source, except as otherwise required by Requirements. Such electric current may
be furnished to Tenant by means of the then existing Building system feeders,
risers and wiring to the extent that the same are available, suitable and safe
for such purposes. All meters and additional panel boards, feeders, risers,
wiring and other conductors and equipment which may be required to obtain
electric current directly from such public utility company shall be installed
and maintained by Landlord at Tenant's sole cost and expense; provided, however,
that if the discontinuance is voluntary and not as the result of Requirements or
changes in electric rates, then Landlord shall pay such cost of installation and
maintenance.

      Section 13.7 Anything in Sections 13.3 and 13.5 to the contrary
notwithstanding, the finding of the consultants or engineers retained by
Landlord shall be conclusive unless within thirty (30) days after delivery of
such invoices or consultant's determination to Tenant, Tenant disputes such
determination. If Tenant so disputes the determination, it shall, at its own
expense, obtain from a reputable independent electrical engineer or consultant,
its own determination in accordance with the provisions of this Section 13.7. If
such determination differs from the determination of Landlord's engineer or
consultant, the two engineers or consultants shall choose a third reputable
electrical engineer or consultant whose cost shall be shared equally by Landlord
and Tenant to make a similar determination, which determination shall be
controlling. If they are unable to agree upon the identity of the third engineer
or consultant, then such appointment shall be made by the American Arbitration
Association or any successor. However, pending controlling determination, Tenant
shall pay to Landlord the 


                                       40
<PAGE>

amount in accordance with the determination of Landlord's engineer or
consultant. If the final determination differs from that of Landlord's engineer
or consultant, then the parties shall promptly made adjustment for any
deficiency owed by Tenant or overage paid by Tenant. If any amount is owed by
either party to the other, it shall be promptly paid to the other together with
interest at the Base Rate.

      Section 13.8 A. Notwithstanding the foregoing, at Tenant's option at
anytime during the Term prior to the eighth (8th) anniversary of the
Commencement Date, upon at least ninety (90) days prior written notice, and at
Tenant's sole cost and expense, Tenant may elect to have Landlord furnish
electric energy to the Premises through the presently installed electrical
facilities and any electrical facilities installed by Tenant with Landlord's
approval for normal business office purposes. Tenant shall, commencing on the
installation of all applicable check meters (which shall be installed by Tenant
under Landlord's supervision (or at Landlord's option by Landlord), at Tenant's
sole expense) and continuing thereafter throughout the Term, pay to Landlord, as
additional rent ("Electricity Additional Rent"), a charge for electricity
furnished to the Premises determined by applying the aggregate KW demand and KW
hours of electricity consumed in the Premises, as registered by the check meters
and the equipment ancillary thereto, to the service classification applicable to
the Building with respect to the purchase of electricity and the consumption
level for which Tenant qualifies, and adding thereto a 8% charge to compensate
Landlord for administrative expenses and any transmission loss in transmitting
the electric energy from its source in the Building to the Premises. After
notice from Tenant of its election to receive electricity pursuant to this
Section 13.8 and upon the installation of the applicable check meters and
equipment ancillary thereto to measure Tenant's electric consumption, the Fixed
Rent for the remainder of the Term shall be reduced by the Factor.

      B. In addition, Tenant shall pay when due all sales or other taxes, fuel
adjustments, surcharges, and any other charges or fees, which shall be payable
by Landlord or Tenant as a result of the electricity purchased by Landlord and
supplied to Tenant pursuant to this Section 13.8.

      C. The meters installed in the Premises shall be read by an electrical
consultant retained by Landlord. Where more than one (1) meter measures the
electricity supplied to Tenant, each meter shall be read in conjunction with the
other and the totalized reading shall be computed and billed in accordance with
the provisions hereinabove set forth. Bills for the Electricity Additional Rent
shall be rendered to Tenant at such time or times as Landlord may elect and
Tenant shall pay the amount shown thereon to Landlord within twenty (20) days
after receipt of such bill.

      D. All of the other terms and provisions of Article 13 shall apply to
Tenant's use of electricity in the Premises.


                                       41
<PAGE>

      E. Tenant shall maintain and keep any meters in the Premises in good
repair (including replacements, if necessary) and in good working order and
condition. All costs and expenses of maintaining, repairing, replacing and
reading the meters shall be borne by Tenant. During any period when a meter is
nonoperational, the Electricity Additional Rent shall be billed on the basis of
the Electricity Additional Rent payable during the comparable period in the
preceding year, but as adjusted for rate changes and changes in the Space Factor
and reasonably ascertainable changes in Tenant's electrical consumption.

      F. If the public utility furnishing electric energy to the Building, or
any Laws and Ordinances require a modification or revision of this Article 13,
Tenant agrees to execute such modification as may be required, provided however,
that in no event shall the Fixed Rent be reduced to an amount below the amounts
thereof stated in Section 1.1 of this Lease. Tenant agrees to comply with all
rules and regulations of the public utility applicable to it.

      G. Landlord's failure to render any statement under the provisions of this
Article 13 shall not prejudice its right thereunder to render such statement for
prior or subsequent periods. The obligations of Tenant pursuant to the
provisions of this Article shall survive the expiration or sooner termination of
the Term.

                                   ARTICLE 14
                               ACCESS TO PREMISES

      Section 14.1 A. Tenant shall permit Landlord, Landlord's agents,
representatives, contractors and employees and public utilities servicing the
Building to erect, use and maintain, concealed ducts, pipes and conduits in and
through the Premises. Landlord, Landlord's agents, representatives, contractors,
and employees and the agents, representatives, contractors, and employees of
public utilities servicing the Building shall have the right to enter the
Premises at all reasonable times upon reasonable prior notice (except in the
case of an emergency in which event Landlord and Landlord's agents,
representatives, contractors, and employees may enter without prior notice to
Tenant), which notice may be oral, to examine the same, to show them to
prospective purchasers, or prospective or existing Mortgagees or Lessors, and to
make such repairs, alterations, improvements, additions or restorations (i) as
Landlord may deem necessary or desirable to the Premises (if in compliance with
a Requirement or to fulfill an obligation to Tenant) or to any other portion of
the Building or Building Systems, or (ii) which Landlord may, pursuant to
Section 4.1 above, elect to perform following ten (10) days after notice, except
in the case of an emergency (in which event Landlord and Landlord's agents,
representatives, contractors, and employees may enter without prior notice to
Tenant), following Tenant's failure to make repairs or perform any work which
Tenant is obligated to make or perform under this Lease, or (iii) for the
purpose of complying with any Requirements, a Superior Lease or a Mortgage, and
Landlord shall be allowed to take all material into and upon the Premises that
may be required therefor without the same constituting an eviction or


                                       42
<PAGE>

constructive eviction of Tenant in whole or in part and the Fixed Rent (and any
other item of Rental) shall under no circumstances abate (except to the extent
expressly set forth in Section 10.1 hereof) while said repairs, alterations,
improvements, additions or restorations are being made, by reason of loss or
interruption of business of Tenant, or otherwise.

                  B. Any work performed or installations made pursuant to this
Article 14 shall be made with reasonable diligence and otherwise pursuant to the
provisions of Section 4.3 hereof. Following completion of the work or
installations, Landlord shall promptly repair any damage to the Premises
resulting therefrom.

                  C. Except as hereinafter provided, any pipes, ducts, or
conduits installed in or through the Premises pursuant to this Article 14 shall
be concealed behind, beneath or within partitioning, column enclosures,
ceilings, floors or raised floors located or to be located in the Premises.
Notwithstanding the foregoing, any such pipes, ducts, or conduits may be furred
at points immediately adjacent to partitioning columns or ceilings located or to
be located in the Premises, provided that the same are completely furred and
that the installation of such pipes, ducts, or conduits, when completed, shall
not reduce the usable area of the Premises beyond a de minimis amount.

      Section 14.2 During the twelve (12) month period prior to the Expiration
Date or the expiration of any renewal or extended term, Landlord may exhibit the
Premises to prospective tenants thereof.

      Section 14.3 If Tenant shall not be present when for any reason entry into
the Premises shall be necessary or permissible, Landlord or Landlord's agents,
representatives, contractors or employees may enter the same without rendering
Landlord or such agents liable therefor if during such entry Landlord or
Landlord's agents shall accord reasonable care under the circumstances to
Tenant's Property, and without in any manner affecting this Lease. Nothing
herein contained, however, shall be deemed or construed to impose upon Landlord
any obligation, responsibility or liability whatsoever, for the care,
supervision or repair of the Building or any part thereof, other than as herein
provided.

      Section 14.4 Landlord also shall have the right at any time, without the
same constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor, to change the arrangement or location of entrances
or passageways, doors and doorways, and corridors, elevators, stairs, toilets,
or other public parts of the Building and to change the name, number or
designation by which the Building is commonly known, provided any such change
does not (a) unreasonably reduce, interfere with or deprive Tenant of access to
the Building or the Premises, or (b) reduce the rentable area (except by a de
minimis amount) of the Premises. All parts (except surfaces facing the interior
of the Premises) of all walls, windows and doors bounding the Premises
(including exterior Building walls, exterior core corridor walls, exterior doors
and entrances), all balconies, terraces and roofs adjacent to the Premises, all
space in or adjacent to the 


                                       43
<PAGE>

Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan
rooms, heating, air cooling, plumbing and other mechanical facilities, service
closets and other Building facilities are not part of the Premises, and Landlord
shall have the use thereof, as well as access thereto through the Premises for
the purposes of operation, maintenance, alteration and repair.

      Section 14.5 A. Tenant understands and agrees that Landlord may, at any
time or from time to time during the Term, perform substantial renovation work
in and to the Building or the mechanical systems serving the Building (which
work may include, but need not be limited to, the repair or replacement of the
Building's exterior facade, setbacks, exterior window glass, elevators,
electrical systems, air conditioning and ventilating systems, plumbing system,
common hallways, or lobby), any of which work may require access to the same
from within the Premises.

                  B. Tenant agrees that:

                        (i) Landlord shall have access to the Premises at all
      reasonable times, upon reasonable notice, for the purpose of performing
      such work.

                        (ii) Landlord shall incur no liability to Tenant, nor
      shall Tenant be entitled to any abatement of Rental on account of any
      noise, vibration, or other disturbance to Tenant's business at the
      Premises (provided that Tenant is not denied access to the Premises) which
      shall arise out of said access by Landlord or by the performance by
      Landlord of the aforesaid renovations at the Building.

                  C. Landlord shall use reasonable efforts (which shall not
include any obligation to employ labor at overtime rates except to avoid
material interference with Tenant's use of the Premises) to avoid disruption of
Tenant's business during any such entry upon the Premises by Landlord.

                  D. It is expressly understood and agreed by and between
Landlord and Tenant that if Tenant shall commence any action or proceeding
seeking injunctive, declaratory, or monetary relief in connection with the
rights reserved to Landlord under this provision, or if Landlord shall commence
any action or proceeding to obtain access to the Premises in accordance with
this provision, then the reasonable legal fees, costs and disbursements incurred
by the prevailing party relating to or arising out of such action or proceeding
shall be paid by the other party. Any payment to be made by Tenant to Landlord
pursuant to this provision shall be deemed additional rent.


                                       44
<PAGE>

                                   ARTICLE 15
                            CERTIFICATE OF OCCUPANCY

      Tenant shall not at any time use or occupy the Premises in violation of
the certificate of occupancy at such time issued for the Premises or for the
Building and in the event that any department of the City or State of New York
shall hereafter contend or declare by notice, violation, order or in any other
manner whatsoever that the Premises are used for a purpose which is a violation
of such certificate of occupancy, Tenant, upon five (5) Business Days' written
notice from Landlord or any Governmental Authority, shall immediately
discontinue such use of the Premises.

                                   ARTICLE 16
                                     DEFAULT

      Section 16.1 Each of the following events shall be an "Event of Default"
hereunder:

                  A. If Tenant shall default in the payment when due of any
installment of Fixed Rent and such default shall continue for five (5) Business
Days after notice of such default is given to Tenant, or in the payment when due
of any other item of Rental and such default shall continue for five (5)
Business Days after notice of such default is given to Tenant, except that if
Landlord shall have given two (2) such notices in any twelve (12) month period,
Tenant shall not be entitled to any further notice of its delinquency in the
payment of Rental until such time as twelve (12) consecutive months shall have
elapsed without Tenant having defaulted in any such payment; or

                  B. if Tenant shall default in the observance or performance of
any term, covenant or condition on Tenant's part to be observed or performed
under any other lease with Landlord or Landlord's predecessor in interest of
space in the Building and such default shall continue beyond any grace period
set forth in such other lease for the remedying of such default; or

                  C. if the Premises shall become abandoned (the Premises shall
not be deemed abandoned if, notwithstanding that Tenant shall have vacated the
Premises, the Premises are actively and continuously marketed for subletting or
assignment and Tenant shall continue to fulfill its obligations under this
Lease); or

                  D. if Tenant's interest or any portion thereof in this Lease
shall devolve upon or pass to any person, whether by operation of law or
otherwise, except as expressly permitted under Article 12 hereof; or


                                       45
<PAGE>

                  E. (1) if Tenant shall commence or institute any case,
proceeding or other action (a) seeking relief on its behalf as debtor, or to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (b) seeking appointment of a receiver,
trustee, custodian or other similar official for it or for all or any
substantial part of its property and same is not discontinued within thirty (30)
days; or

                        (2) if Tenant shall make a general assignment for the
benefit of creditors; or

                        (3) if any case, proceeding or other action shall be
commenced or instituted against Tenant (a) seeking to have an order for relief
entered against it as debtor or to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts under
any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, or (b) seeking
appointment of a receiver, trustee, custodian or other similar official for it
or for all or any substantial part of its property, which in either of such
cases (i) results in any such entry of an order for relief, adjudication of
bankruptcy or insolvency or such an appointment or the issuance or entry of any
other order having a similar effect or (ii) remains undismissed for a period of
ninety (90) days; or

                        (4) if a trustee, receiver or other custodian is
appointed for any substantial part of the assets of Tenant which appointment is
not vacated or stayed within thirty (30) Business Days; or

                  F. if Tenant shall default in the observance or performance of
any other term, covenant or condition of this Lease on Tenant's part to be
observed or performed and Tenant shall fail to remedy such default within twenty
(20) days after notice by Landlord to Tenant of such default, or if such default
is of such a nature that it cannot with due diligence be completely remedied
within said period of twenty (20) days and Tenant shall not commence within said
period of twenty (20) days, or shall not thereafter diligently prosecute to
completion, all steps necessary to remedy such default; provided, however, that
such extension of time shall not be effective if Landlord or any Lessor or
Mortgagee would thereby become subject to any civil or criminal liability or if
the interest of any Lessor in its Superior Lease would be jeopardized by reason
thereof or if the default would constitute a default under any Mortgage; or

                  G. if Tenant shall fail more than two (2) times during any
twelve (12) month period to pay any installment of Fixed Rent when due or any
other item of Rental 


                                       46
<PAGE>

when due, after receipt of notice and the expiration of the applicable grace
period pursuant to the provisions of Section A. above, if such notice and grace
period are then required; or

                  H. if Tenant shall fail to pay any installment of Fixed Rent
or items of Rental within the time period specified in Section A. above, and
Landlord shall bring more than one (1) summary dispossess proceeding during any
twelve (12) month period.

      Section 16.2 A. If an Event of Default (i) described in Section 16.1E.
hereof shall occur, or (ii) described in Sections 16.1A., B., C., D., F., G. or
H. shall occur and Landlord, at any time thereafter, at its option gives written
notice to Tenant stating that this Lease and the Term shall expire and terminate
on the date specified in such notice (which date shall not be less than five (5)
days after the date of such notice), then this Lease and the Term and all rights
of Tenant under this Lease shall expire and terminate as if the date on which
the Event of Default described in clause (i) above occurred or the date set
forth in such notice, pursuant to clause (ii) above, as the case may be, were
the Fixed Expiration Date and Tenant immediately shall quit and surrender the
Premises, but Tenant shall nonetheless be liable for all of its obligations
hereunder, as provided for in Articles 17 and 18 hereof. Anything contained
herein to the contrary notwithstanding, if such termination shall be stayed by
order of any court having jurisdiction over any proceeding described in Section
16.1E. hereof, or by federal or state statute, then, following the expiration of
any such stay, or if the trustee appointed in any such proceeding, Tenant or
Tenant as debtor-in-possession shall fail to assume Tenant's obligations under
this Lease within the period prescribed therefor by law or within one hundred
twenty (120) days after entry of the order for relief or as may be allowed by
the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall
fail to provide adequate protection of Landlord's right, title and interest in
and to the Premises or adequate assurance of the complete and continuous future
performance of Tenant's obligations under this Lease as provided in Section
12.3B., Landlord, to the extent permitted by law or by leave of the court having
jurisdiction over such proceeding, shall have the right, at its election, to
terminate this Lease on five (5) days' notice to Tenant, Tenant as
debtor-in-possession or said trustee and upon the expiration of said five (5)
day period this Lease shall cease and expire as aforesaid and Tenant, Tenant as
debtor-in-possession or said trustee shall immediately quit and surrender the
Premises as aforesaid.

                  B. If an Event of Default described in Section 16.1A. hereof
shall occur, and this Lease shall be terminated as provided in Section 16.2A.
hereof, Landlord, without notice, may reenter and repossess the Premises and may
dispossess Tenant by summary proceedings or otherwise.

      Section 16.3 If at any time, (i) Tenant shall comprise two (2) or more
persons, or (ii) Tenant's obligations under this Lease shall have been
guaranteed by any person other than Tenant, or (iii) Tenant's interest in this
Lease shall have been assigned, the word "Tenant", as used in Section 16.1E.,
shall be deemed to mean any one or more of the persons primarily or 


                                       47
<PAGE>

secondarily liable for Tenant's obligations under this Lease. Any monies
received by Landlord from or on behalf of Tenant during the pendency of any
proceeding of the types referred to in Section 16.1E. shall be deemed paid as
compensation for the use and occupation of the Premises and the acceptance of
any such compensation by Landlord shall not be deemed an acceptance of Rental or
a waiver on the part of Landlord of any rights under Section 16.2.

                                   ARTICLE 17
                              REMEDIES AND DAMAGES

      Section 17.1 A. If there shall occur any Event of Default, and or this
Lease and the Term shall expire and come to an end as provided in Article 16
hereof:

                        (1) Tenant shall quit and peacefully surrender the
Premises to Landlord, and Landlord and its agents may immediately, or at any
time after such default or after the date upon which this Lease and the Term
shall expire and come to an end, re-enter the Premises or any part thereof,
without notice, either by summary proceedings, or by any other applicable action
or proceeding, (without being liable to indictment, prosecution or damages
therefor), and may repossess the Premises and dispossess Tenant and any other
persons from the Premises and remove any and all of their property and effects
from the Premises; and

                        (2) Landlord, at Landlord's option, may relet the whole
or any portion or portions of the Premises from time to time, either in the name
of Landlord or otherwise, to such tenant or tenants, for such term or terms
ending before, on or after the Expiration Date, at such rental or rentals and
upon such other conditions, which may include concessions and free rent periods,
as Landlord, in its sole discretion, may determine; provided, however, that
Landlord shall have no obligation to relet the Premises or any part thereof and
shall in no event be liable for refusal or failure to relet the Premises or any
part thereof, or, in the event of any such reletting, for refusal or failure to
collect any rent due upon any such reletting, and no such refusal or failure
shall operate to relieve Tenant of any liability under this Lease or otherwise
affect any such liability, and Landlord, at Landlord's option, may make such
repairs, replacements, alterations, additions, improvements, decorations and
other physical changes in and to the Premises as Landlord, in its sole
discretion, considers advisable or necessary in connection with any such
reletting or proposed reletting, without relieving Tenant of any liability under
this Lease or otherwise affecting any such liability.

                  B. Tenant hereby waives the service of any notice of intention
to re-enter to that end which may otherwise be required to be given under any
present or future law. Tenant, on its own behalf and on behalf of all persons
claiming through or under Tenant, including all creditors, does further hereby
waive any and all rights which Tenant and all such persons might otherwise have
under any present or future law to redeem the Premises, or to re-enter or
repossess the Premises, or to restore the operation of this Lease, after (a)
Tenant 


                                       48
<PAGE>

shall have been dispossessed by a judgment or by warrant of any court or judge,
or (b) any re-entry by Landlord, or (c) any expiration or termination of this
Lease and the Term, whether such dispossess, re-entry, expiration or termination
shall be by operation of law or pursuant to the provisions of this Lease. The
words "re-enter," "re-entry" and "re-entered" as used in this Lease shall not be
deemed to be restricted to their technical legal meanings. In the event of a
breach or threatened breach by Tenant, or any persons claiming through or under
Tenant, of any term, covenant or condition of this Lease, Landlord shall have
the right to enjoin such breach and the right to invoke any other remedy allowed
by law or in equity as if re-entry, summary proceedings and other special
remedies were not provided in this Lease for such breach. The right to invoke
the remedies hereinbefore set forth are cumulative and shall not preclude
Landlord from invoking any other remedy allowed at law or in equity.

      Section 17.2 A. If this Lease and the Term shall expire and come to an end
as provided in Article 16 hereof, or by or under any summary proceeding or any
other action or proceeding, or if Landlord shall re-enter the Premises as
provided in Section 17.1, or by or under any summary proceeding or any other
action or proceeding, then, in any of said events:

                        (1) Tenant shall pay to Landlord all Fixed Rent,
Escalation Rent and other items of Rental payable under this Lease by Tenant to
Landlord to the date upon which this Lease and the Term shall have expired and
come to an end or to the date of re-entry upon the Premises by Landlord, as the
case may be, and Tenant shall repay to Landlord all rent concessions and/or work
allowances or reimbursements given to Tenant and brokerage commissions paid by
Landlord with respect to this Lease;

                        (2) Tenant also shall be liable for and shall pay to
Landlord, as damages, any deficiency (referred to as "Deficiency") between the
Rental for the period which otherwise would have constituted the unexpired
portion of the Term had this Lease not been terminated prior to the Fixed
Expiration Date, and the net amount, if any, of rents collected under any
reletting effected pursuant to the provisions of clause (2) of Section 17.1 A.
for any part of such period (first deducting from the rents collected under any
such reletting all of Landlord's expenses in connection with the termination of
this Lease, Landlord's re-entry upon the Premises and with such reletting,
including, but not limited to, all repossession costs, brokerage commissions,
legal expenses, attorneys' fees and disbursements, alteration costs,
contribution to work and other expenses of preparing the Premises for such
reletting); any such Deficiency shall be paid in monthly installments by Tenant
on the days specified in this Lease for payment of installments of Fixed Rent,
Landlord shall be entitled to recover from Tenant each monthly Deficiency as the
same shall arise, and no suit to collect the amount of the Deficiency for any
month shall prejudice Landlord's right to collect the Deficiency for any
subsequent month by a similar proceeding; and

                        (3) whether or not Landlord shall have collected any
monthly Deficiency as aforesaid, Landlord shall be entitled to recover from
Tenant, and Tenant shall 


                                       49
<PAGE>

pay to Landlord, on demand, in lieu of any further Deficiency as and for
liquidated and agreed final damages, a sum equal to the amount by which the
Rental for the period which otherwise would have constituted the unexpired
portion of the Term exceeds the then fair and reasonable rental value of the
Premises for the same period, both discounted to present worth at the Base Rate
less the aggregate amount of Deficiencies theretofore collected by Landlord
pursuant to the provisions of clause A. (2) of this Section 17.2 for the same
period; if, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the Premises, or any part thereof, shall have
been relet by Landlord for the period which otherwise would have constituted the
unexpired portion of the Term, or any part thereof, the amount of rent reserved
upon such reletting shall be deemed, prima facie, to be the fair and reasonable
rental value for the part or the whole of the Premises so relet during the term
of the reletting.

                  B. If the Premises, or any part thereof, shall be relet
together with other space in the Building, the rents collected or reserved under
any such reletting and the expenses of any such reletting shall be equitably
apportioned for the purposes of this Section 17.2. Tenant shall in no event be
entitled to any rents collected or payable under any reletting, whether or not
such rents shall exceed the Fixed Rent reserved in this Lease. Solely for the
purposes of this Article 17, the term "Escalation Rent" as used in Section
17.2A. shall mean the Escalation Rent in effect immediately prior to the
Expiration Date, or the date of reentry upon the Premises by Landlord, as the
case may be, adjusted to reflect any increase pursuant to the provisions of
Article 27 hereof for the Operating Year immediately preceding such event.
Nothing contained in Article 16 hereof or this Article 17 shall be deemed to
limit or preclude the recovery by Landlord from Tenant of the maximum amount
allowed to be obtained as damages by any statute or rule of law, or of any sums
or damages to which Landlord may be entitled in addition to the damages set
forth in this Section 17.2.

                                   ARTICLE 18
                           LANDLORD FEES AND EXPENSES

      Section 18.1 If Tenant shall be in default (whether or not the time to
cure the same has elapsed) under this Lease or if Tenant shall knowingly do or
permit to be done any act or thing upon the Premises which would cause Landlord
to be in default under any Superior Lease or Mortgage, Landlord may (1) as
provided in Section 14.1 hereof, perform the same for the account of Tenant, or
(2) make any expenditure or incur any obligation for the payment of money,
including, without limitation, reasonable attorneys' fees and disbursements in
instituting, prosecuting or defending any action or proceeding, and the
reasonable cost thereof, with interest thereon at the Applicable Rate, shall be
deemed to be additional rent hereunder and shall be paid by Tenant to Landlord
within ten (10) days of rendition of any bill or statement to Tenant therefor,
and if the Term shall have expired at the time of making of such expenditures or
incurring of such obligations, such sums shall be recoverable by Landlord as


                                       50
<PAGE>

damages. Landlord shall give Tenant such notice as may be appropriate under the
circumstances before undertaking any performance or making any expenditure
hereunder.

      Section 18.2 If Tenant shall fail to pay any installment of Fixed Rent,
Escalation Rent or any other item of Rental within five (5) days of the date
when due, Tenant shall pay to Landlord, in addition to such installment of Fixed
Rent, Escalation Rent or other item of Rental, as the case may be, as a late
charge and as additional rent, a sum equal to interest at the Applicable Rate on
the amount unpaid, computed from the date such payment was due to and including
the date of payment.

                                   ARTICLE 19
                         NO REPRESENTATIONS BY LANDLORD

      Landlord and Landlord's agents and representatives have made no
representations or promises with respect to the Building, the Real Property or
the Premises and no rights, easements or licenses are acquired by Tenant by
implication or otherwise except as expressly set forth herein. Tenant shall
accept possession of the Premises in the condition which shall exist on the
Commencement Date "as is" and Landlord shall have no obligation to perform any
work or make any installations in order to prepare the Premises for Tenant's
occupancy, except as otherwise provided in Section 1.1 hereof. All references in
this Lease to the consent or approval of Landlord shall be deemed to mean the
written consent or approval of Landlord and no consent or approval of Landlord
shall be effective for any purpose unless such consent or approval is set forth
in a written instrument executed by Landlord. Notwithstanding the foregoing,
Landlord shall, to the extent not already performed, clean the convectors of the
HVAC system serving the Premises in a Building standard manner.

                                   ARTICLE 20
                                   END OF TERM

      Upon the expiration or other termination of this Lease, Tenant shall quit
and surrender to Landlord the Premises, vacant, broom clean, in good order and
condition, ordinary wear and tear and damage for which Tenant is not responsible
under the terms of this Lease excepted, and otherwise in compliance with the
provisions of Article 3 hereof. Tenant expressly waives, for itself and for any
person claiming through or under Tenant, any rights which Tenant or any such
person may have under the provisions of Section 2201 of the New York Civil
Practice Law and Rules and of any successor law of like import then in force in
connection with any holdover summary proceedings which Landlord may institute to
enforce the foregoing provisions of this Article 20 with respect to the
originally stated Expiration Date. Tenant acknowledges that possession of the
Premises must be surrendered to Landlord on the Expiration Date. Tenant agrees
to indemnify and save Landlord harmless from and against all 


                                       51
<PAGE>

claims, losses, damages, liabilities, costs and expenses (including, without
limitation, attorneys' fees and disbursements) resulting from delay by Tenant in
so surrendering the Premises, including, without limitation, any claims made by
any succeeding tenant founded on such delay. The parties recognize and agree
that the damage to Landlord resulting from any failure by Tenant to timely
surrender possession of the Premises as aforesaid will be extremely substantial,
will exceed the amount of the monthly installments of the Fixed Rent and
Escalation Rent theretofore payable hereunder, and will be impossible to measure
accurately. Tenant therefore agrees that if possession of the Premises is not
surrendered to Landlord on or before the Expiration Date, in addition to any
other rights or remedies Landlord may have hereunder or at law, and without in
any manner limiting Landlord's right to demonstrate and collect any damages
suffered by Landlord and arising from Tenant's failure to surrender the Premises
as provided herein, Tenant shall pay to Landlord on account of use and occupancy
of the Premises for each month and for each portion of any month during which
Tenant holds over in the Premises after the Expiration Date, a sum equal to one
and one-half for the first sixty days of such holdover and thereafter, two (2)
times the aggregate of that portion of the Fixed Rent, Escalation Rent and other
items of Rental which were payable under this Lease during the last month of the
Term. Nothing herein contained shall be deemed to permit Tenant to retain
possession of the Premises without written consent after the Expiration Date or
to limit in any manner Landlord's right to regain possession of the Premises
through summary proceedings, or otherwise, and no acceptance by Landlord of
payments from Tenant after the Expiration Date shall be deemed to be other than
on account of the amount to be paid by Tenant in accordance with the provisions
of this Article 20. The provisions of this Article 20 shall survive the
Expiration Date.

                                   ARTICLE 21
                                 QUIET ENJOYMENT

      Provided no Event of Default has occurred and is continuing, Tenant may
peaceably and quietly enjoy the Premises subject, nevertheless, to the terms and
conditions of this Lease.

                                   ARTICLE 22
                           FAILURE TO GIVE POSSESSION

      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
Premises on the date set forth in Section 1.1 hereof as the Commencement Date.
If Landlord shall be unable to give possession of the Premises on the
Commencement Date, and provided that Tenant is not responsible for such
inability to give possession, the Commencement Date shall be deemed to be the
date upon which Landlord shall 


                                       52
<PAGE>

have delivered possession of the Premises to Tenant. No such failure to give
possession on the Commencement Date shall in any way affect the validity of this
Lease or the obligations of Tenant hereunder or give rise to any claim for
damages by Tenant or claim for rescission of this Lease, nor shall the same be
construed in any way to extend the Term. Notwithstanding anything to the
contrary contained herein, in the event Landlord fails to deliver possession of
the Premises to Tenant by September 1, 1998, then Tenant may cancel this Lease
by delivering written notice of such cancellation to Landlord on or before
September 15, 1998 (time being of the essence with respect to the delivery of
such cancellation notice).

                                   ARTICLE 23
                                    NO WAIVER

      Section 23.1 No act or thing done by Landlord or Landlord's agents during
the Term shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accept such surrender shall be valid unless in writing signed by
Landlord. No employee of Landlord or of Landlord's agents shall have any power
to accept the keys to the Premises prior to the termination of this Lease. The
delivery of keys to any employee of Landlord or of Landlord's agents shall not
operate as a termination of this Lease or a surrender of the Premises. In the
event Tenant at any time desires to have Landlord sublet the Premises for
Tenant's account, Landlord or Landlord's agents are authorized to receive said
keys for such purpose without releasing Tenant from any of the obligations under
this Lease, and Tenant hereby relieves Landlord of any liability for loss of or
damage to any of Tenant's effects in connection with such subletting.

      Section 23.2 The failure of Landlord or Tenant to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, or any of the Rules and Regulations set forth or
hereafter adopted by Landlord, shall not prevent a subsequent act, which would
have originally constituted a violation of the provisions of this Lease, from
having all of the force and effect of an original violation of the provisions of
this Lease. The receipt by Landlord or payment by Tenant of Fixed Rent,
Escalation Rent or any other item of Rental with knowledge of the breach of any
covenant of this Lease shall not be deemed a waiver of such breach. The failure
of Landlord to enforce any of the Rules and Regulations set forth, or hereafter
adopted, against Tenant or any other tenant in the Building shall not be deemed
a waiver of any such Rules and Regulations No provision of this Lease shall be
deemed to have been waived by Landlord or Tenant, unless such waiver be in
writing signed by the party to be charged. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly Fixed Rent or other item of Rental
herein stipulated shall be deemed to be other than on account of the earliest
stipulated Fixed Rent or other item of Rental, or as Landlord may elect to apply
same, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Fixed Rent or other item of Rental be
deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to


                                       53
<PAGE>

Landlord's right to recover the balance of such Fixed Rent or other item of
Rental or to pursue any other remedy provided in this Lease. This Lease contains
the entire agreement between the parties and all prior negotiations and
agreements are merged herein. Any executory agreement hereafter made shall be
ineffective to change, modify, discharge or effect an abandonment of this Lease
in whole or in part unless such executory agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

                                   ARTICLE 24
                             WAIVER OF TRIAL BY JURY

      The respective parties hereto shall and they hereby do waive trial by jury
in any action, proceeding or counterclaim brought by either of the parties
hereto against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises, or for the enforcement of any remedy under any
statute, emergency or otherwise. If Landlord commences any summary proceeding
against Tenant, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding (unless failure to impose such counterclaim
would preclude Tenant from asserting in a separate action the claim which is the
subject of such counterclaim), and will not seek to consolidate such proceeding
with any other action which may have been or will be brought in any other court
by Tenant.

                                   ARTICLE 25
                              INABILITY TO PERFORM

      This Except as otherwise expressly provided to the contrary in this Lease,
this Lease and the obligation of Tenant to pay Rental hereunder and perform all
of the other covenants and agreements hereunder on the part of Tenant to be
performed shall in no wise be affected, impaired or excused because Landlord is
unable to fulfill any of its obligations under this Lease expressly or impliedly
to be performed by Landlord, or because Landlord is unable to make, or is
delayed in making any repairs, additions, alterations, improvements or
decorations, or is unable to supply, or is delayed in supplying any equipment or
fixtures, if Landlord is prevented or delayed from so doing by reason of
strikes, lockouts, acts of labor unions or other labor troubles, or by accident,
or due to Acts of God, fire, earthquake, flood, explosion, action of the
elements, war, hostilities, invasion, acts of terrorism, insurrection, riot, mob
violence, sabotage, inability to procure or general shortage of labor,
equipment, facilities, materials, services or supplies in the open market,
failure of transportation or utilities, condemnation, requisition, laws,
preemption by Governmental Authorities in connection with a national emergency
or acts of terrorism, or by reason of any Requirements of any Governmental
Authority, or by reason of 


                                       54
<PAGE>

failure of the VAC, electrical, plumbing, or other Building Systems in the
Building not attributable to Landlord's negligence, or by any cause whatsoever
beyond Landlord's reasonable control (collectively, " Unavoidable Delays" or
"Force Majeure").

                                   ARTICLE 26
                                BILLS AND NOTICES

        Except as otherwise expressly provided in this Lease, any bills,
statements, consents, notices, demands, requests or other communications given
or required to be given under this Lease shall be in writing and shall be deemed
sufficiently given or rendered if delivered by hand (against a signed receipt)
or if sent by registered or certified mail or overnight courier (e.g. Federal
Express) (return receipt requested) addressed:

            (i) if to Tenant (a) at Tenant's address set forth in this Lease, if
      mailed prior to Tenant's taking possession of the Premises for the conduct
      of business, or (b) at the Building if mailed subsequent to Tenant's
      taking possession of the Premises, or (c) at any place where Tenant or any
      agent or partner of Tenant may be found if mailed subsequent to Tenant's
      vacating, deserting, abandoning or surrendering the Premises; and

            (ii) if to Landlord at Landlord's address set forth in this Lease,
      Attn.: Vice President-Asset Management with copies to (i) Equitable Life
      Assurance Society of the United States, 787 Seventh Avenue, New York, New
      York 10019 Attn: Legal Dept. and (ii) each Mortgagee and Lessor which
      shall have requested same, by notice given in accordance with the
      provisions of this Article 26 at the address designated by such Mortgagee
      or Lessor, or

to such other or additional address(es) as Landlord, Tenant or any Mortgagee or
Lessor may designate as its new address(es) for such purpose by notice given to
the other in accordance with the provisions of this Article 26. Any such bill,
statement, consent, notice, demand, request or other communication shall be
deemed to have been rendered or given on the date when it shall have been hand
delivered or three (3) days from when it shall have been mailed or on the next
Business Day if sent by overnight courier as provided in this Article 26.
Anything contained herein to the contrary notwithstanding, any Operating
Statement, Tax Statement or any other bill, statement, consent,
notice, demand, request or other communication from Landlord to Tenant with
respect to any item of Rental (other than any "default notice" if required
hereunder) or Building-wide communications given to all tenants or other
occupants of the Building may be sent to Tenant by regular United States mail or
hand delivered without obtaining a receipt therefor. Any notice, demand or
request sent by Landlord to Tenant may be sent by Landlord's managing agent or
attorneys.


                                       55
<PAGE>

                                   ARTICLE 27
                                   ESCALATION

      Section 27.1 For the purposes of this Article 27, the following terms
shall have the meanings set forth below:

                  A. "Base Operating Expenses" shall mean the Operating Expenses
for the 1997 calendar year.

                  B. "Base Tax Year" shall mean the tax year ending June 30,
1998.

                  C. (1) "Operating Expenses" shall mean the aggregate of those
costs and expenses (and taxes, if any, thereon, including without limitation,
sales and value added taxes) paid or incurred by or on behalf of Landlord
(whether directly or through independent contractors) in respect of the
Operation of the Property which, are properly chargeable to the Operation of the
Property together with and including (without limitation) the costs of gas, oil,
steam, water, sewer rental, electricity (for the portions of the Real Property
not leased to and occupied by tenants or available for occupancy), VAC, heat and
other utilities furnished to the Building and utility taxes, and the expenses
incurred in connection with the Operation of the Property such as insurance
premiums, reasonable attorneys' fees and disbursements (exclusive of any such
fees and disbursements incurred in applying for any reduction of Taxes) and
management, auditing and other professional fees and expenses, but specifically
excluding:

                        (i) Taxes,

                        (ii) franchise or income taxes imposed upon Landlord,

                        (iii) debt service on Mortgages,

                        (iv) leasing commissions,

                        (v) capital improvements (except as otherwise provided
      herein),

                        (vi) the cost of tenant installations incurred in
      connection with preparing space for a new tenant,

                        (vii) salaries of personnel above the grade of property,

                        (viii) rent paid under Superior Leases,


                                       56
<PAGE>

                        (ix) any expense for which Landlord is otherwise
      compensated through the proceeds of insurance or is otherwise compensated
      by any tenant (including Tenant) of the Building for services in excess of
      the services Landlord is obligated to furnish to Tenant hereunder,

                        (x) legal fees incurred in connection with any
      negotiation or enforcement of, any space lease in the Building,

                        (xi) costs and expenses incurred in connection with the
      creation of a Mortgage or Superior Lease or in connection with the
      refinancing of a Mortgage or the sale of the Building, 

except, however, that if Landlord is not furnishing any particular work or
service (the cost of which if performed by Landlord would constitute an
Operating Expense) to a tenant who has undertaken to perform such work or
service in lieu of the performance thereof by Landlord, Operating Expenses shall
be deemed to be increased by an amount equal to the additional Operating
Expenses which reasonably would have been incurred during such period by
Landlord if it had at its own expense furnished such work or services to such
tenant. Any costs incurred in performing work or furnishing services for any
tenant (including Tenant) whether at such tenant's or Landlord's expense, to the
extent that such work or service is in excess of any work or service that
Landlord is obligated to furnish to Tenant at Landlord's expense shall be
deducted from Operating Expenses otherwise chargeable to the Operation of the
Property. Any insurance proceeds received with respect to any item previously
included as an Operating Expense shall be deducted from Operating Expenses for
the Operating Year in which such proceeds are received; provided, however, to
the extent any insurance Proceeds are received by Landlord in any Operating Year
with respect to any item which was included in Operating Expenses during the
1995 or 1996 calendar years, the amount of insurance proceeds so received shall
be deducted from Base Operating Expenses and (x) the Base Operating Expenses
shall be retroactively adjusted to reflect such deduction and (y) all
retroactive Operating Payments resulting from such retroactive adjustment shall
be due and payable when billed by Landlord.

                        (2) In determining the amount of Operating Expenses for
any Operating Year, if less than all of the Building rentable area shall have
been occupied by tenant(s) at any time during any such Operating Year, Operating
Expenses shall be determined for such Operating Year to be an amount equal to
the like expenses which would normally be expected to be incurred had all such
areas been occupied throughout such Operating Year.

                        (3) (a) If any capital improvement is made during any
Operating Year in compliance with a Requirement whether or not such Requirement
is valid or mandatory, or in lieu of a repair, then the cost of such improvement
shall be amortized over the useful economic life of such improvement as
reasonably estimated by Landlord, and the annual 


                                       57
<PAGE>

amortization, together with interest thereon at the then Base Rate, of such
improvement shall be deemed an Operating Expense in each of the Operating Years
during which such cost of the improvement is amortized. For purposes hereof, the
removal of Hazardous Materials (other than ACMs) shall be deemed capital
improvements.

                        (b) If any capital improvement is made during any
Operating Year either for the purpose of saving or reducing Operating Expenses
(as, for example, a labor-saving improvement), and Landlord reasonably believes
that the capital improvement in question will, in fact, save or reduce Operating
Expenses, then the cost of such improvement shall be included in Operating
Expenses for the Operating Year in which such improvement was made; provided,
however, such cost shall be amortized over such period of time as Landlord
reasonably estimates such savings or reduction in Operating Expenses will equal
the cost of such improvement and the annual amortization, together with interest
thereon at the then Base Rate, of such improvement shall be deemed an Operating
Expense in each of the Operating Years during which such cost of the improvement
is amortized.

                  D. "Operating Statement" shall mean a statement in reasonable
detail setting forth a comparison of the Operating Expenses for an Operating
Year with the Base Operating Expenses and the Escalation Rent for the preceding
Operating Year pursuant to Article 27.

                  E. "Operating Year" shall mean the calendar year within which
the Commencement Date occurs and each subsequent calendar year for any part or
all of which Escalation Rent shall be payable pursuant to this Article 27.

                  F. "Taxes" shall mean the aggregate amount of real estate
taxes and any general or special assessments (exclusive of penalties and
interest thereon) imposed upon the Real Property (including, without limitation,
(i) assessments made upon or with respect to any "air" and "development" rights
now or hereafter appurtenant to or affecting the Real Property, (ii) any fee,
tax or charge imposed by any Governmental Authority for any vaults, vault space
or other space within or outside the boundaries of the Real Property, and (iii)
any taxes or assessments levied after the date of this Lease in whole or in part
for public benefits to the Real Property or the Building) without taking into
account any discount that Landlord may receive by virtue of any early payment of
Taxes; provided, that if because of any change in the taxation of real estate,
any other tax or assessment, however denominated (including, without limitation,
any franchise, income, profit, sales, use, occupancy, gross receipts or rental
tax) is imposed upon Landlord or the owner of the Real Property or the Building,
or the occupancy, rents or income therefrom, in substitution for or in addition
to any of the foregoing Taxes, such other tax or assessment shall be deemed part
of Taxes computed as if Landlord's sole asset were the Real Property. With
respect to any Tax Year, all expenses, including attorneys' fees and
disbursements, experts' and other witnesses' fees, incurred in contesting the
validity or amount of any Taxes or in obtaining a refund of Taxes shall be
considered as part of the Taxes for such 


                                       58
<PAGE>

Tax Year. Anything contained herein to the contrary notwithstanding, Taxes shall
not be deemed to include (w) any taxes on Landlord's income, (x) franchise
taxes, (y) estate or inheritance taxes, or (z) any similar taxes imposed on
Landlord, unless such taxes are levied, assessed or imposed in lieu of or as a
substitute for or in addition to the whole or any part of the taxes,
assessments, levies, impositions which now constitute Taxes.

                  G. "Tax Statement" shall mean a statement in reasonable detail
setting forth a comparison of the Taxes for a Tax Year with the Base Taxes.

                  H. "Tax Year" shall mean the period July 1 through June 30 (or
such other period as hereinafter may be duly adopted by the Governmental
Authority then imposing taxes as its fiscal year for real estate tax purposes),
any portion of which occurs during the Term.

      Section 27.2 A. If the Taxes payable for any Tax Year (any part or all of
which falls within the Term) shall represent an increase above the Taxes for the
Base Tax Year, then Tenant shall pay as additional rent for such Tax Year and
continuing thereafter until a new Tax Statement is rendered to Tenant, Tenant's
Share of such increase (the "Tax Payment") as shown on the Tax Statement with
respect to such Tax Year. Tenant hereby waives any rights that Tenant may have
to be exempt from the payment of Taxes or the Tax Payment by virtue of
diplomatic status or otherwise.

                  B. At any time during or after the Term, Landlord may render
to Tenant a Tax Statement or Statements showing (i) a comparison of the Taxes
for the Tax Year with the Taxes for the Base Tax Year and (ii) the amount of the
Tax Payment resulting from such comparison. Tenant shall pay to Landlord the Tax
Payment, in advance, on the first day of the calendar month
within fifteen (15) days after Landlord furnishes Tenant with a Tax Statement
for such Tax Year. If the Tax Year established by the applicable Governmental
Authority shall be changed, any Taxes for the Tax Year prior to such change
which are included within the new Tax Year and which were the subject of a prior
Tax Statement shall be apportioned for the purpose of calculating the Tax
Payment payable with respect to such new Tax Year. Landlord's failure to render
a Tax Statement during or with respect to any Tax Year shall not prejudice
Landlord's right to render a Tax Statement during or with respect to any
subsequent Tax Year, and shall not eliminate or reduce Tenant's obligation to
make Tax Payments for such Tax Year. Whenever so requested, but no more than
once a year, Landlord shall furnish Tenant with a reproduced copy of the tax
bill (or receipted bill) for the Taxes for the current or next succeeding Tax
Year (if theretofore issued by the Governmental Authority).

        Section 27.3 A. Only Landlord shall be eligible to institute tax
reduction or other similar proceedings. In the event that after a Tax Statement
has been sent to Tenant, a refund of Taxes with respect to a Tax Year during the
Term is actually received by or on behalf of Landlord, then, promptly after
receipt of such refund, Landlord shall send Tenant a Tax 


                                       59
<PAGE>

Statement adjusting the Taxes for such Tax Year (taking into account the
expenses mentioned in Section 27.1(G) hereof) and setting forth Tenant's Share
of such refund and Tenant shall be entitled to receive such Share either at
Landlord's option, by way of a credit against the Fixed Rent next becoming due
after the sending of such Tax Statement, or by a refund, to the extent no
further Fixed Rent is due; provided, however, that Tenant's Share of such refund
shall be limited to the portion of the Tax Payment, if any, which Tenant had
theretofore paid to Landlord attributable to increases in Taxes for the Tax Year
to which the refund is applicable.

                  B. In the event that, after a Tax Statement has been sent to
Tenant, the Base Taxes for the Base Tax Year (the "Base Taxes") are reduced (as
a result of settlement, final determination of legal proceedings or otherwise)
then, and in such event: (i) the Base Taxes shall be retroactively adjusted to
reflect such reduction, and (ii) all retroactive Tax Payments resulting from
such retroactive adjustment of Base Taxes shall be appropriately adjusted, as
well. If there shall be a reduction or refund of Taxes for the Base Tax Year
Landlord shall furnish to Tenant a statement indicating the amount thereof and
all prior and future payments of Escalation Rent Tax Payments provided for in
this Article 27 shall be recalculated accordingly. Any additional payment due
for any Tax Year as a result of such recalculation shall be made by Tenant
within fifteen (15) days after the furnishing of the revised statement.

      Section 27.4 A. If the Operating Expenses for any Operating Year (any part
or all of which falls within the Term shall be greater than the Base Operating
Expenses, then Tenant shall pay as additional rent for such Operating Year and
continuing thereafter until a new Operating Statement is rendered to Tenant,
Tenant's Share of such increase (the "Operating Payment ") as hereinafter
provided.

                  B. At any time during or after the Term, Landlord may render
to Tenant an Operating Statement or Statements showing (i) a comparison of the
Operating Expenses for the Operating Year, in question (for which no statement
has previously been rendered by Landlord and full payment made by Tenant), with
the Base Operating Expenses, and (ii) the amount of the Operating Payment
resulting from such comparison. Landlord's failure to render an Operating
Statement during or with respect to such year or to any Operating Year in
question shall not prejudice Landlord's right to render an Operating Statement
during or with respect to any subsequent Operating Year, and shall not eliminate
or reduce Tenant's obligation to make payments of the Operating Payment pursuant
to this Article 27 for such Operating Year.

                  C. On the first day of the month, or fifteen (15) days
following the furnishing to Tenant of an Operating Statement, whichever is
later, Tenant shall pay to Landlord a sum equal to 1/12th of the Operating
Payment shown thereon to be due for the Operating Year which is the subject of
such Operating Statement, multiplied by the number of months (and any fraction
thereof) of the Term then elapsed since the commencement of such 


                                       60
<PAGE>

Operating Year in which such Operating Statement is delivered, less Operating
Payments theretofore made by Tenant for such Operating Year and thereafter,
commencing with the then current monthly installment of Fixed Rent and
continuing monthly thereafter until rendition of the next succeeding Operating
Statement, Tenant shall pay on account of the Operating Payment for such Year an
amount equal to 1/12th of the Operating Payment shown thereon to be due for the
preceding Operating Year. Any Operating Payment shall be collectible by Landlord
in the same manner as Fixed Rent.

                  D. (1) As used in this Section 27.4, (i) "Tentative Monthly
Escalation Charge" shall mean a sum equal to 1/12th of the product of (a)
Tenant's Share, and (b) the difference between (x) the Base Operating Expenses
and (y) Landlord's estimate of Operating Expenses for the Current Year, and (ii)
"Current Year" shall mean the Operating Year in which a demand is made upon
Tenant for payment of a Tentative Monthly Escalation Charge.

                     (2) At any time in any Operating Year, Landlord, at its
option, in lieu of the payments required under Section 27.4C. hereof, may demand
and collect from Tenant and Tenant shall pay within fifteen (15) days after
demand, as additional rent, a sum equal to the Tentative Monthly Escalation
Charge multiplied by the number of months in said Operating Year preceding the
demand and reduced by the sum of all payments theretofore made under Section
27.4C. with respect to said Operating Year, and thereafter, commencing with the
month in which the demand is made and continuing thereafter for each month
remaining in said Operating Year, the monthly installments of Fixed Rent shall
be deemed increased by the Tentative Monthly Escalation Charge. Any amount due
to Landlord under this Section 27.4D. may be included by Landlord in any
Operating Statement rendered to Tenant as provided in Section 27.4B. hereof.

                  E. After the end of the Current Year and at any time that
Landlord renders an Operating Statement or Statements to Tenant as provided in
Section 27.4B. hereof with respect to the comparison of the Operating Expenses
for said Operating Year or Current Year, with the Base Operating Expenses, as
the case may be, the amounts, if any, collected by Landlord from Tenant under
Section 27.4C. or D. on account of the Operating Payment or the Tentative
Monthly Escalation Charge, as the case may be, shall be adjusted, and, if the
amount so collected is less than or exceeds the amount actually due under said
Operating Statement for the Operating Year, a reconciliation shall be made as
follows: Tenant shall be debited with any Operating Payment shown on such
Operating Statement and credited with the amounts, if any, paid by Tenant on
account in accordance with the provisions of subsection C. and subsection D.(2)
of this Section 27.4 for the Operating Year in question. Tenant shall pay any
net debit balance to Landlord within fifteen (15) days next following rendition
by Landlord of an invoice for such net debit balance; any net credit balance
shall be applied against the next accruing monthly installments of Fixed Rent,
unless same cannot be fully credited against the remaining installments of Fixed
Rent, then, provided Tenant is not then in default under the terms of this


                                       61
<PAGE>

Lease, Landlord shall pay to Tenant any such rent credit balance not so applied,
within thirty (30) days after the expiration of the Term.

      Section 27.5 Any Operating Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within thirty (30) days after such Statement is
sent, Tenant shall send a written notice to Landlord objecting to such Statement
and specifying the respects in which such Statement is disputed. If such notice
is sent, Tenant (together with its independent certified public accountants) may
examine Landlord's books and records relating to the Operation of the Property
to determine the accuracy of the Operating Statement. Tenant recognizes the
confidential nature of such books and records and agrees to maintain the
information obtained from such examination in strict confidence. If after such
examination, Tenant still disputes such Operating Statement, either party may
refer the decision of the issues raised to a reputable independent firm of
certified public accountants, selected by Landlord and approved by Tenant, which
approval shall not be unreasonably withheld or delayed as long as such certified
public accounting firm is one of the so-called "big-six" public accounting
firms, and the decision of such accountants shall be conclusively binding upon
the parties. The fees and expenses involved in such decision shall be borne by
the unsuccessful party (and if both parties are partially successful, such fees
and expenses shall be apportioned between Landlord and Tenant in inverse
proportion to the amount by which such decision is favorable to each party).
Notwithstanding the giving of such notice by Tenant, and pending the resolution
of any such dispute, Tenant shall pay to Landlord when due the amount shown on
any such Operating Statement, as provided in Section 27.4 hereof.

      Section 27.6 The expiration or termination of this Lease during any
Operating Year or Tax Year shall not affect the rights or obligations of the
parties hereto respecting any payments of Operating Payments for such Operating
Year and any payments of Tax Payments for such Tax Year, which have not been
previously been paid by Tenant, and any Operating Statement relating to such
Operating Payment and any Tax Statement relating to such Tax Payment, may be
sent to Tenant subsequent to, and all such rights and obligations shall survive,
any such expiration or termination. In determining the amount of the Operating
Payment for the Operating Year or the Tax Payment for the Tax Year in which the
Term shall expire, the payment of the Operating Payment for such Operating Year
or the Tax Payment for the Tax Year shall be prorated based on the number of
days of the Term which fall within such Operating Year or Tax Year, as the case
may be. Any payments due under such Operating Statement or Tax Statement shall
be payable within twenty (20) days after such Statement is sent to Tenant.


                                       62
<PAGE>

                                   ARTICLE 28
                                    SERVICES

      Section 28.1 So long as Tenant is not in default under any of the
covenants of this Lease, Landlord shall, without charge (except as specified
herein):

            A. Provide elevator service on Business Days, holidays excepted,
      during Business Hours, and subject to Section 28.3, have one elevator on
      call at all other days and times. Tenant agrees that Landlord may, at its
      election, install elevators with or without operators and may change the
      same from time to time.

            B. (1) Maintain and keep in good order and repair the central
      air-conditioning, heating and ventilating system installed by Landlord,
      except for those repairs which are the obligation of Tenant pursuant to
      Article 4 of this Lease. The aforesaid system will be operated by Landlord
      during the applicable seasons on Business Days, and shall be in operation
      during Business Hours only and on Saturdays from 8:00 A.M. - 1:00 P.M.,
      except holidays. Tenant hereby expressly waives any claims against
      Landlord arising out of the cessation of operation of the central air
      conditioning, heating and ventilating systems, or the suitability of the
      Premises when the same are not in operation, whether due to normal
      scheduling or for the reasons set forth in Section 28.3. Landlord will not
      be responsible for the failure of the air conditioning system if such
      failure results from the occupancy of the Premises by more than an average
      of one person for each 100 square feet in any separate room or area or if
      Tenant installs and operates machines, incandescent lighting and
      appliances the total connected electrical load of which exceeds 2
      volt-amperes per square foot of usable area in any separate room or area.
      If Tenant desires to install a supplemental HVAC unit within the Premises,
      such unit shall be air-cooled and vented out the east side of the Building
      subject to and in compliance with Landlord's rules and regulations and all
      of the terms, covenants and conditions of this Lease, including without
      limitation Articles 3 and 6 hereof.

                  (2) The Fixed Rent does not reflect or include any charge to
      Tenant for the furnishing of any HVAC to the Premises during periods
      ("Overtime Periods") other than during Business Hours on Business Days.
      Accordingly, if Landlord shall furnish such HVAC to the Premises during
      Overtime Periods, Tenant shall pay, as additional rent, Landlord's then
      current Building charges for such services, as such amounts may be
      increased from time to time based on increases in Operating Expenses, with
      a minimum charge for four (4) hours usage if required by applicable union
      contracts or any other minimum period required by applicable union
      contracts. Landlord shall not be required to furnish any such services
      during any Overtime Periods unless Landlord has received reasonable
      advance notice (which may be by telephone) from Tenant requesting such
      services but in no event shall such advance notice be later


                                       63
<PAGE>

      than 12:00 P.M. of the Business Day upon which such services are requested
      or 12:00 P.M. of the last preceding Business Day if such Overtime Periods
      are to occur on a day other than a Business Day.

            C. Furnish hot and cold New York City water for lavatory and
      drinking and office cleaning purposes. If Tenant requires, uses or
      consumes water for any other purpose, or installation becomes required by
      applicable Requirements or Landlord so elects for the Building generally,
      Tenant agrees that Tenant shall (or Landlord may at Tenant's cost) install
      a meter or meters or other means to measure Tenant's water consumption,
      and Tenant further agrees to pay for the cost of the meter or meters and
      the installation thereof, and to pay for the maintenance of said meter
      equipment and/or to pay Landlord's cost of other means of measuring such
      water consumption by Tenant. Tenant shall reimburse Landlord for the cost
      of all water consumed (including costs of generating hot water) as
      measured by said meter or meters or as otherwise measured, including sewer
      rents, as additional rent within ten (10) days after bills are rendered.

            D. Furnish, either directly or through the Building cleaning
      contractor, standard office cleaning service during the evenings following
      Business Days, substantially in accordance with the standards set forth in
      Schedule B annexed hereto. Landlord may modify the cleaning standards from
      time to time provided that the cleaning service is at all times befitting
      a first-class non-institutional office building in midtown Manhattan.
      Tenant shall pay to Landlord the reasonable costs incurred by Landlord for
      (x) extra cleaning work in the Premises required because of (i) misuse or
      neglect by Tenant or its employees or business visitors, (ii) use of
      portions of the Premises for preparation, serving or consumption of food
      or beverages or other special purposes (except mail room) requiring
      greater or more difficult cleaning work than office areas, (iii) unusual
      quantity of interior glass surfaces, (iv) nonbuilding standard materials
      or finishes installed by Tenant or at its request, and (y) removal from
      the Premises and the Building of (i) so much of any refuse or rubbish of
      Tenant as shall exceed that ordinarily accumulated daily in the routine of
      business office occupancy and (ii) refuse and rubbish of Tenant's vending
      machines and other eating facilities requiring special handling (known in
      the trade as "wet garbage"). Tenant may arrange for removal of such wet
      garbage by its own personnel or by contractors approved by Landlord,
      subject to such rules and regulations as Landlord may reasonably impose
      for the proper operation and maintenance of the Building. Tenant may also
      arrange directly with Landlord's cleaning contractor to pay for any or all
      of the costs of extra cleaning and rubbish removal referred to in this
      Section. Landlord and its cleaning contractor and their employees shall
      have after hours access to the Premises and the free use of light, power
      and water facilities in the Premises as shall be reasonably required for
      the purpose of cleaning the Premises in accordance with Landlord's
      obligations hereunder.


                                       64
<PAGE>

      Section 28.2 Except as provided in Section 28.1D., Tenant shall, at
Tenant's expense, keep the Premises clean and in order, to the satisfaction of
Landlord, and for that purpose shall employ a person, firm or corporation who or
which shall be subject to the prior written approval of Landlord. In order to
insure effective security in the Building, Tenant acknowledges the
reasonableness of Landlord's right at its option to designate a party to be so
employed by Tenant and to act as maintenance and cleaning contractor for any
waxing, polishing, lamp replacement, cleaning and maintenance work in the
Premises, so long as such party is a reputable person, firm or corporation that
charges no more than the rates in effect for comparable services in similar type
buildings. Landlord expressly reserves the right to exclude from the Building
any person, firm or corporation attempting to perform any such work or furnish
any of such services without Landlord's prior written approval or not so
designated by Landlord.

      Section 28.3 Landlord reserves the right to stop the furnishing of the
Building services and to stop service of the Building Systems, when necessary by
reason of accident, or emergency, or for repairs and alterations in the judgment
of Landlord desirable or necessary to be made, until said repairs and
alterations, shall have been completed; and Landlord shall have no
responsibility or liability for failure to supply air-conditioning, heat,
elevator, plumbing, electric or other services during said period (unless such
failure is caused by the gross negligence or willful misconduct of Landlord or
its agents or employees) or when prevented from so doing by strikes, lockouts,
difficulty of obtaining materials, accidents or by any cause beyond Landlord's
reasonable control, or by Requirements or failure of electricity, water, steam,
coal, oil or other suitable fuel or power supply, or inability by exercise of
reasonable diligence to obtain electricity, water, steam, coal, oil or other
suitable fuel or power. No diminution or abatement of Rental or other
compensation shall or will be claimed by Tenant as a result therefrom, nor shall
this Lease or any of the obligations of Tenant be affected or reduced by reason
of such interruption, curtailment or suspension, nor shall the same constitute
an actual or constructive eviction.

      Section 28.4 Tenant agrees to abide by all requirements which Landlord may
prescribe for the proper protection and functioning of its Building Systems and
the furnishing of the Building services. Tenant agrees to keep all windows
closed and the blinds drawn while the air-conditioning, heating and ventilating
System is in operation. Tenant further agrees to cooperate with Landlord in any
energy conservation effort pursuant to a program or procedure promulgated or
recommended by ASHRAE or any Requirements.

      Section 28.5 In the event any governmental entity promulgates or revises
any Requirement, or issues mandatory controls relating to the use or
conservation of energy, water, gas, light or electricity, or the provision of
any other utility or service furnished by Landlord in the Building, Landlord may
take any appropriate action to comply with such provision of law or mandatory
controls, including the making of alterations to the Building subject, however,
to the terms and conditions of this Lease. Neither Landlord's actions nor its
failure to act shall 


                                       65
<PAGE>

entitle Tenant to any damages, abate or suspend Tenant's obligation to pay fixed
rent and additional rent or constitute or be construed as a constructive or
other eviction of Tenant except as otherwise specifically set forth herein.

      Section 28.6 If the New York Board of Fire Underwriters or the Insurance
Services Office or any Governmental Authority, department or official of the
state or city government shall require or recommend that any changes,
modifications, alterations or additional sprinkler heads or other equipment be
made or supplied by reason of Tenant's business, or the location of the
partitions, trade fixtures, or other contents of the Premises, Landlord, at
Tenant's cost and expense, shall promptly make and supply such changes,
modifications, alterations, additional sprinkler heads or other equipment. At
Tenant's option, Tenant may contest any such requirement or recommendation in
the same manner as it may contest Requirements pursuant to Section 6.2 above or
make such changes to the Premises in order to obviate the requirement or
recommendation in question. If Tenant elects to take either of the foregoing
actions, it must do so before the failure of Landlord to make and supply such
changes, modifications, alterations, additional sprinkler heads or other
equipment, adversely affects Landlord's insurance coverage or increases the
premiums therefor.

      Section 28.7 Subject to compliance with Requirements and the provisions of
this Lease, Tenant shall have access to the Premises twenty-four (24) hours a
day, seven (7) days a week.

                                   ARTICLE 29
                               PARTNERSHIP TENANT

      If Tenant is a partnership or a professional corporation (or is comprised
of two (2) or more Persons, individually or as co-partners of a partnership or
shareholders of a professional corporation) or if Tenant's interest in this
Lease shall be assigned to a partnership or a professional corporation (or to
two (2) or more Persons, individually or as co-partners of a partnership or
shareholders of a professional corporation) pursuant to Article 12 hereof (any
such partnership, professional corporation and such persons are referred to in
this Article 29 as "Partnership Tenant"), the following provisions shall apply
to such Partnership Tenant: (a) the liability of each of the parties comprising
Partnership Tenant shall be joint and several; (b) each of the parties
comprising Partnership Tenant hereby consents in advance to, and agrees to be
bound by (x) any written instrument which may hereafter be executed by
Partnership Tenant or any successor entity, changing, modifying, extending or
discharging this Lease, in whole or in part, or surrendering all or any part of
the Premises to Landlord, and (y) any notices, demands, requests or other
communications which may hereafter be given by Partnership Tenant or by any of
the parties comprising Partnership Tenant; (c) any bills, statements, notices,
demands, requests or other communications given or rendered to Partnership
Tenant or to any of such parties shall be binding upon Partnership Tenant and
all such parties; (d) if Partnership Tenant 


                                       66
<PAGE>

shall admit new partners or shareholders, as the case may be, all of such new
partners or shareholders, as the case may be, shall, by their admission to
Partnership Tenant, be deemed to have assumed joint and several liability for
the performance of all of the terms, covenants and conditions of this Lease on
Tenant's part to be observed and performed; and (e) Partnership Tenant shall
give prompt notice to Landlord of the admission of any such new partners or
shareholders, as the case may be, and upon demand of Landlord, shall cause each
such new partner or shareholder, as the case may be, to execute and deliver to
Landlord an agreement in form reasonably satisfactory to Landlord and Tenant,
wherein each such new partner or shareholder, as the case may be, shall assume
joint and several liability for the observance and performance of all the terms,
covenants and conditions of this Lease on Tenant's part to be observed and
performed (but neither Landlord's failure to request any such agreement nor the
failure of any such new partner or shareholder, as the case may be, to execute
or deliver any such agreement to Landlord shall vitiate the provisions of clause
(d) of this Article 29).

                                   ARTICLE 30
                                   VAULT SPACE

      Notwithstanding anything contained in this Lease or indicated on any
sketch, blueprint or plan, any vaults, vault space or other space outside the
boundaries of the Real Property are not included in the Premises. Landlord makes
no representation as to the location of the boundaries of the Real Property. All
vaults and vault space and all other space outside the boundaries of the Real
Property which Tenant may be permitted to use or occupy are to be used or
occupied under a revocable license, and if any such license shall be revoked, or
if the amount of such space shall be diminished or required by any Governmental
Authority or by any public utility company, such revocation, diminution or
requisition shall not constitute an actual or constructive eviction, in whole or
in part, or entitle Tenant to any abatement or diminution of Rental, or relieve
Tenant from any of its obligations under this Lease, or impose any liability
upon Landlord. Any fee, tax or charge imposed by any Governmental Authority for
any such vaults, vault space or other space occupied by Tenant shall be paid by
Tenant.

                                   ARTICLE 31
                                SECURITY DEPOSIT

      Section 31.1 Subject to Section 31.2 below, Tenant has deposited with
Landlord the sum of $131,208.00 as security for the faithful performance and
observance by Tenant of the terms, provisions, covenants and conditions of this
Lease, and it is agreed that in the event Tenant defaults in respect of any of
the terms, provisions, covenants and conditions of this Lease, including, but
not limited to, the payment of Rental, Landlord may use, apply or retain the
whole or any part of the security so deposited to the extent required for the
payment of any Rental or any other sum as to which Tenant is in default or for
any sum which Landlord


                                       67
<PAGE>

may expend or may be required to expend by reason of Tenant's default,
including, but not limited to, any damages or deficiency accrued before or after
summary proceedings or other re-entry by Landlord. In the event that Tenant
shall fully and faithfully comply with all of the terms, provisions, covenants
and conditions of this Lease, the security shall be returned to Tenant after the
date fixed as the end of the Term and not later than thirty (30) days after
delivery of entire possession of the Premises to Landlord as provided hereunder.
In the event of a sale of the Land and Building or leasing of the Building, of
which the Premises form a part, Landlord shall have the right to transfer the
security to the vendee or lessee and Landlord shall thereupon be released by
Tenant from all liability for the return of such security, and Tenant agrees to
look solely to the new Landlord for the return of said security, and it is
agreed that the provisions hereof shall apply to every transfer or assignment
made of the security to a new Landlord. Tenant further covenants that it will
not assign or encumber or attempt to assign or encumber the monies deposited
herein as security and that neither Landlord nor its successors or assigns shall
be bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. In the event Landlord applies or retains any portion or all of the
security deposited, Tenant shall forthwith restore the amount so applied or
retained so that at all times the amount deposited shall be the full amount of
the security deposit required at the relevant time. The cash security shall be
placed in an interest bearing account with interest accruing for the benefit of
Tenant (less a 1% administrative charge, if lawful), provided Tenant is not then
in default hereunder after notice and the expiration of applicable cure periods.

      Section 31.2 In lieu of the cash security deposit referred to in Section
31.1 above, Tenant may deliver to Landlord, and shall maintain in effect at all
times during the Term (and through the period which is thirty (30) days
following the Expiration Date), a clean, unconditional and irrevocable letter of
credit, in substantially the form annexed hereto as Exhibit B in the amount of
$131,208.00 issued by a banking corporation ("Bank") reasonably satisfactory to
Landlord or which is a member of the New York Clearing House Association or
successor thereto and which may be presented at a Bank in Manhattan. Such letter
of credit shall have an expiration date no earlier than the first anniversary of
the date of issuance thereof and it shall be automatically renewed from
year-to-year unless terminated by the Bank by notice to Landlord given not less
than sixty (60) days prior to the then expiration date therefor. It is agreed
that in the event Tenant defaults in respect of any of the terms, covenants or
provisions of this Lease, including, but not limited to, the payment of any
Rental, or the letter of credit is terminated by the Bank and is not replaced
within forty-five (45) days prior to its expiration that (i) Landlord shall have
the right to require the Bank to make payment to Landlord of so much of the
entire proceeds of the letter of credit as shall be reasonably necessary to cure
the default (or the entire proceeds if notice of termination is given as
aforesaid and the letter of credit is not replaced as aforesaid), and (ii)
Landlord may apply said sum so paid to it by the Bank to the extent required for
the payment of any Rental or any other sum as to which Tenant is in default or
for any sum which Landlord may expend or may be required to expend by reason of
Tenant's default, including, but not limited to, any 


                                       68
<PAGE>

damages or deficiency in the reletting of the Premises, whether such damages or
deficiency accrues before or after summary proceedings or other re-entry by
Landlord, without thereby waiving any other rights or remedies of Landlord with
respect to such default. If Landlord applies any part of the proceeds of a
letter of credit, Tenant, upon demand, shall deposit with Landlord promptly the
amount so applied or retained (or increase the amount of the letter of credit)
so that the Landlord shall have the full deposit on hand at all times during the
Term. If, subsequent to a letter of credit being drawn upon, a new letter of
credit meeting all the requirements set forth in this Section 31.2 is delivered
to Landlord, any proceeds of the former letter of credit then held by Landlord
shall be promptly returned to Tenant. If a letter of credit is drawn upon, any
proceeds received by Landlord which are not applied to the curing of the default
shall be held by Landlord subject to the provision of Section 31.1 above. If
Tenant shall fully and faithfully comply with all of the terms, covenants and
provisions of this Lease, any letter of credit, or any remaining portion of any
sum collected by Landlord hereunder from the Bank, together with any other
portion or sum held by Landlord as security shall be returned to Tenant within
thirty (30) days after the Expiration Date of this Lease and after delivery of
the entire possession of the Premises to Landlord. In the event of an assignment
by Landlord of its interest under this Lease, Landlord shall have the right to
transfer the security to the assignee, and Tenant agrees to look to the new
Landlord solely for the return of said security and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Landlord. Tenant shall have the right to substitute one letter
of credit for another provided that at all times the letter of credit shall meet
the requirements of this Section 31.2.

                                   ARTICLE 32
                                    CAPTIONS

      The captions are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Lease nor
the intent of any provision thereof.

                                   ARTICLE 33
                                  PARTIES BOUND

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


                                       69
<PAGE>

                                   ARTICLE 34
                                     BROKER

      Each party represents and warrants to the other that it has not dealt with
any broker or Person in connection with this Lease other than Insignia/Edward S.
Gordon Co., Inc. (the "Broker"). The execution and delivery of this Lease by
each party shall be conclusive evidence that such party has relied upon the
foregoing representation and warranty. Tenant shall indemnify and hold Landlord
harmless from and against any and all claims for commission, fee or other
compensation by any person (other than the Broker) who shall claim to have dealt
with Tenant in connection with this Lease and for any and all costs incurred by
Landlord in connection with such claims, including, without limitation,
reasonable attorneys' fees and disbursements. Tenant shall have the right, at
Tenant's sole cost and expense, to defend any such claim with counsel reasonably
satisfactory to Landlord and settle or compromise any such claim provided that
Landlord shall have no financial responsibility therefor or be otherwise
prejudiced by any such compromise or settlement. The provisions of this Article
34 shall survive the expiration or sooner termination of this Lease.

                                   ARTICLE 35
                                    INDEMNITY

      Section 35.1 Tenant shall not do or permit any act or thing to be done
upon the Premises which may subject Landlord to any liability or responsibility
for injury, damages to persons or property or to any liability by reason of any
violation of any Requirement, and shall exercise such control over the Premises
as to fully protect Landlord against any such liability. To the extent not
covered by insurance obtained by Tenant at its sole cost and expense in which
the Indemnitees are named as additional insureds, Tenant shall indemnify and
save the Indemnitees harmless from and against (a) all claims of whatever nature
against the Indemnitees arising from any (i) act, omission or negligence of
Tenant, its contractors, licensees, agents, servants, employees, invitees or
visitors or (ii) violation by Tenant of any Requirement, including, without
limitation, the ADA, (b) all claims against the Indemnitees arising from any
accident, injury or damage whatsoever caused to any person or to the property of
any person and occurring during the Term in or about the Premises, (c) all
claims against the Indemnitees arising from any accident, injury or damage
occurring outside of the Premises but anywhere within or about the Real
Property, where such accident, injury or damage results or is claimed to have
resulted from an act, omission or negligence of Tenant or Tenant's contractors,
licensees, agents, servants, employees, invitees or visitors, and (d) any
breach, violation or non-performance of any covenant, condition or agreement in
this Lease set forth and contained on the part of Tenant to be fulfilled, kept,
observed and performed. This indemnity and hold harmless agreement shall include
indemnity from and against any and all liability, fines, suits, demands, costs
and expenses of any kind or nature (including, without limitation, attorneys'


                                       70
<PAGE>

fees and disbursements) incurred in or in connection with any such claim or
proceeding brought thereon, and the defense thereof.

      Section 35.2 If any claim, action or proceeding is made or brought against
Landlord, which claim, action or proceeding Tenant shall be obligated to
indemnify Landlord against pursuant to the terms of this Lease, then, upon
demand by Landlord, Tenant, at its sole cost and expense, shall resist or defend
such claim, action or proceeding in Landlord's name, if necessary, by such
attorneys as Landlord shall approve, which approval shall not be unreasonably
withheld. Attorneys for Tenant's insurer are hereby deemed approved for purposes
of this Section 35.2. Notwithstanding the foregoing, Landlord may retain its own
attorneys to defend or assist in defending any claim, action or proceeding
involving potential liability of Five Million Dollars ($5,000,000) or more, and
Tenant shall pay the reasonable fees and disbursements of such attorneys. The
provisions of this Article 35 shall survive the expiration or earlier
termination of this Lease.

                                   ARTICLE 36
                           ADJACENT EXCAVATION-SHORING

      If an excavation shall be made upon land adjacent to the Premises, or
shall be authorized to be made, Tenant, upon reasonable advance notice, shall
afford to the Person causing or authorized to cause such excavation, a license
to enter upon the Premises for the purpose of doing such work as said Person
shall deem necessary to preserve the wall or the Building from injury or damage
and to support the same by proper foundations, without any claim for damages or
indemnity against Landlord, or diminution or abatement of Rental, provided that
Tenant shall continue to have access to the Premises and the Building.

                                   ARTICLE 37
                                  MISCELLANEOUS

      Section 37.1 This Lease is offered for signature by Tenant and it is
understood that this Lease shall not be binding upon Landlord or Tenant unless
and until Landlord and Tenant shall have executed and delivered a fully executed
copy of this Lease to each other.

      Section 37.2 The obligations of Landlord under this Lease shall not be
binding upon Landlord named herein after the sale, conveyance, assignment or
transfer by such Landlord (or upon any subsequent Landlord after the sale,
conveyance, assignment or transfer by such subsequent Landlord) or its interest
in the Building or the Real Property, as the case may be, and in the event of
any such sale, conveyance, assignment or transfer, Landlord shall be and hereby
is entirely freed and relieved of all covenants and obligations of Landlord
hereunder. The partners, shareholders, directors, officers and principals,
direct and indirect, of Landlord 


                                       71
<PAGE>

(collectively, the "Parties") shall not be liable for the performance of
Landlord's obligations under this Lease. Tenant shall look solely to Landlord to
enforce Landlord's obligations hereunder and shall not seek any damages against
any of the Parties. The liability of Landlord for Landlord's obligations under
this Lease shall be limited to Landlord's interest in the Real Property and
Tenant shall not look to any other property or assets of Landlord or the
property or assets of any of the Parties in seeking either to enforce Landlord's
obligations under this Lease or to satisfy a judgment for Landlord's failure to
perform such obligations.

      Section 37.3 Notwithstanding anything contained in this Lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated Fixed Rent, Escalation Rent,
additional rent or Rental, shall constitute rent for the purposes of Section 502
(b) (7) of the Bankruptcy Code.

      Section 37.4 Tenant's liability for all items of Rental and Landlord's
liability for any sums due Tenant shall survive the Expiration Date.

      Section 37.5 Tenant shall reimburse Landlord as additional rent, within
ten (10) days after rendition of a statement, for all expenditures made by, or
damages or fines sustained or incurred by, Landlord, due to any default by
Tenant under this Lease, with interest thereon at the Applicable Rate.

      Section 37.6 This Lease shall not be recorded.

      Section 37.7 Tenant hereby waives any claim against Landlord which Tenant
may have based upon any assertion that Landlord has unreasonably withheld or
unreasonably delayed any consent or approval requested by Tenant, and Tenant
agrees that its sole remedy shall be an action or proceeding to enforce any
related provision or for specific performance, injunction or declaratory
judgment or an arbitration proceeding as hereinafter provided. In the event of a
determination that such consent or approval has been unreasonably withheld or
delayed, the requested consent or approval shall be deemed to have been granted;
however, Landlord shall have no liability to Tenant for its refusal or failure
to give such consent or approval. Tenant's sole remedy for Landlord's
unreasonably withholding or delaying consent or approval shall be as provided in
this Section 37.7. Any dispute relating to the withholding or delay of consent
by Landlord may be determined, at Tenant's option, under the Expedited
Procedures provisions of the Commercial Arbitration Rules of the American
Arbitration Association (presently Rules 54 through 58); provided, however, that
with respect to any such arbitration, (i) the list of arbitrators referred to in
Rule 55 shall be returned within five (5) business days from the date of
mailing, (ii) the parties shall notify the American Arbitration Association, by
telephone, within four (4) days of any objections to the arbitrator appointed
and will have no right to object if the arbitrator so appointed was on the list
submitted by the American Arbitration Association and was not objected to in
accordance with the second sentence of Rule 55, (iii) the Notice of Hearing
referred to in Rule 56 shall be four (4) days in 


                                       72
<PAGE>

advance of the hearing, (iv) the hearing shall be held within seven (7) days
after the appointment of the arbitrator, and (v) the arbitrator shall have no
right to award damages.

      Section 37.8 This Lease contains the entire agreement between the parties
and supersedes all prior understandings, if any, with respect thereto. This
Lease shall not be modified, changed or supplemented, except by a written
instrument executed by both parties.

      Section 37.9 Tenant hereby (a) irrevocably consents and submits to the
jurisdiction of any Federal, state, county or municipal court sitting in the
State of New York in respect to any action or proceeding brought therein by
Landlord against Tenant concerning any matters arising out of or in any way
relating to this Lease; (b) irrevocably waives all objections as to venue and
any and all rights it may have to seek a change of venue with respect to any
such action or proceedings; (c) agrees that the laws of the State of New York
shall govern in any such action or proceeding and waives any defense to any
action or proceeding granted by the laws of any other country or jurisdiction
unless such defense is also allowed by the laws of the State of New York; and
(d) agrees that any final judgment rendered against it in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by law; and (e) represents
that the Lease has been authorized by all necessary corporate action on the part
of Tenant, the person signing this Lease is duly authorized by the Tenant to
execute this Lease on the Tenant's behalf and the provisions of the Lease are
binding and enforceable upon Tenant. Tenant further agrees that any action or
proceeding by Tenant against Landlord in respect to any matters arising out of
or in any way relating to this Lease shall be brought only in the State of New
York, County of New York.

      Section 37.10 A. All of the Schedules and Exhibits attached hereto are
incorporated in and made a part of this Lease, but, in the event of any
inconsistency between the terms and provisions of this Lease and the terms and
provisions of the Schedules and Exhibits hereto, the terms and provisions of
this Lease shall control. Wherever appropriate in this Lease, personal pronouns
shall be deemed to include the other genders and the singular to include the
plural. All Article and Section references set forth herein shall, unless the
context otherwise specifically requires, be deemed references to the Articles
and Sections of this Lease.

                  B. If any term, covenant, condition or provision of this
Lease, or the application thereof to any person or circumstance, shall ever be
held to be invalid or unenforceable, then in each such event the remainder of
this Lease or the application of such term, covenant, condition or provision to
any other Person or any other circumstance (other than those as to which it
shall be invalid or unenforceable) shall not be thereby affected, and each term,
covenant, condition and provision hereof shall remain valid and enforceable to
the fullest extent permitted by law.

      Section 37.11 Tenant shall comply with any recycling program and/or refuse
disposal program (including, without limitation, any program related to the
recycling, separation or 


                                       73
<PAGE>

other disposal of paper, glass or metals) which Landlord shall voluntarily
impose or which shall be required pursuant to any Requirements.

      Section 37.12 In the event any Governmental Authority promulgates or
revises any law, or issues mandatory controls relating to the use or
conservation of energy, water, gas, light or electricity, or the provision of
any other utility or service furnished by Landlord in the Building, Landlord
may, in its reasonable discretion take any appropriate action to comply with
such provision of law, mandatory controls, including the making of alterations
to the Building. Neither Landlord's actions nor its failure to act shall entitle
Tenant to any damages, abate or suspend Tenant's obligation to pay any item of
Rental or constitute or be construed as a constructive or other eviction of
Tenant, except as otherwise expressly provided to the contrary in this Lease.

      Section 37.13 Tenant shall not cause or permit any Hazardous Materials
(hereinafter defined) to be used, stored, transported, released, handled,
produced or installed in, on or from the Premises or the Building. "Hazardous
Materials", as used herein, shall mean any flammables, explosives, radioactive
materials, hazardous wastes, hazardous and toxic substances or related
materials, asbestos or any material containing asbestos, or any other substance
or material as defined by any Federal, state or local environmental law,
ordinance, rule or regulation including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended, the
Hazardous Materials Transportation Act, as amended, the Resource Conservation
and Recovery Act, as amended, and in the regulations adopted and publications
promulgated pursuant to each of the foregoing. In the event of a breach of the
provisions of this Section 37.13, Landlord shall have the right, in addition to
all other rights and remedies of Landlord under this Lease or at law, to require
Tenant to remove any such Hazardous Materials from the Premises in the manner
prescribed for such removal by any Requirements. The provisions of this Section
37.13 shall survive the expiration or termination of this Lease.

      Section 37.14 If Tenant shall request the consent or approval of Landlord
to the making of any Alterations, to any assignment or subletting or to any
other thing, then Tenant shall reimburse Landlord as additional rent, promptly
upon demand, for all reasonable out-of-pocket costs and expenses of Landlord
incurred in connection therewith, including, without limitation, (i) in case of
any Alteration, costs and expenses of Landlord in (a) reviewing said plans and
specifications and (b) inspecting the Alterations to determine whether the same
are being performed in accordance with the approved plans and specifications and
all Requirements, including, without limitation, the fees and expenses of any
architect and engineer retained by Landlord for such purpose, and (ii) in case
of any assignment or subletting, the costs of making investigations as to the
acceptability of the proposed assignee or subtenant and legal costs incurred in
connection with the request for any consent. Landlord shall furnish Tenant with
copies of all bills for which reimbursement is requested hereunder.


                                       74
<PAGE>

                                   ARTICLE 38
                                  RENT CONTROL

      If at the commencement of, or at any time or times during the Term, the
Rental reserved in this Lease shall not be fully collectible by reason of any
Requirement, Tenant shall enter into such agreements and take such other steps
(without additional expense to Tenant) as Landlord may request and as may be
legally permissible to permit Landlord to collect the maximum rents which may
from time to time during the continuance of such legal rent restriction be
legally permissible (and not in excess of the amounts reserved therefor under
this Lease). Upon the termination of such legal rent restriction prior to the
expiration of the Term, (a) the Rental shall become and thereafter be payable
hereunder in accordance with the amounts reserved in this Lease for the periods
following such termination, and (b) Tenant shall pay to Landlord, if legally
permissible, an amount equal to (i) the items of Rental which would have been
paid pursuant to this Lease but for such legal rent restriction, less (ii) the
rents paid by Tenant to Landlord during the period or periods such legal rent
restriction was in effect.

                                   ARTICLE 39
                                EXPANSION OPTION

      Section 39.1 Provided that this Lease shall then be in full force and
effect without default on the part of the Tenant hereunder, after notice and
expiration of the applicable cure periods, if any, then Tenant named herein
shall have the option (hereinafter referred to as the "Option Right") with
respect to the leasing of the entire rentable portion of the 19th floor in the
Building (hereinafter referred to as the "Expansion Space"). The Option Right
shall be exercisable in accordance with and shall be subject to and governed by,
the terms, covenants and conditions contained in the balance of this Article 39.

      Section 39.2 If Tenant shall desire to exercise the Option Right, Tenant
shall send Landlord written notice thereof (hereinafter referred to as the
"Acceptance Notice") on or before December 15, 1997 (time being of the essence
with respect to the delivery of said notice).* If Tenant shall timely send an
Acceptance Notice to Landlord in the form and manner referred to above, the
Expansion Space shall be deemed a part of the Premises and Tenant shall lease
same upon all of the same terms, covenants and conditions contained in this
Lease, except that:

                  (i) the term of the leasing of such Expansion Space shall
commence (the "Expansion Space Commencement Date") upon the day that Landlord
delivers such space to Tenant broom clean, with the tenant installations therein
demolished in a Building standard manner, and shall expire on the last day of
the calendar month in which the tenth (10th)


*     Notwithstanding the foregoing, in the event that the Commencement Date
      occurs later than November 1, 1997, then the date for exercising tenant's
      Expansion Option shall be extended for a period of days that is equal to
      the number of days after November 1, 1997 until the Commencement Date
      occurs. The date for exercising the Expansion Option shall not extend
      beyond February 28, 1998.


                                       75
<PAGE>

anniversary of the Expansion Space Commencement Date occurs (the "Expansion
Space Expiration Date");

                  (ii) the Fixed Rent with respect to the Expansion Space shall
be equal to the greater of (i) the then escalated Fixed Rent payable under this
Lease, and (ii) the fair market rent (as determined pursuant to Section 40.4
below) with respect to the Expansion Space;

                  (iii) Sections 1.3, 3.4 and 3.6 hereof shall apply to the
Expansion Space;

                  (iv) (a) except as otherwise specified above Tenant shall
accept the Expansion Space in its then as is condition and Landlord shall not be
obligated to perform, or pay the cost and expense of performing, any work in or
to the Expansion Space in order to prepare the same for Tenant's occupancy
(provided, however, upon approval of Tenant's plans with respect to the initial
construction of the Expansion Space, Landlord shall assist Tenant in obtaining
an ACP-5 certificate for the Expansion Space, to the extent an ACP-5 Certificate
is required by the Building Department with respect to the furnishing of a
building permit) and if Landlord shall be unable to give possession of the
Expansion Space to Tenant on the anticipated delivery date, Landlord shall not
be subject to any liability for failure to give possession on such date and the
validity of this Lease shall not be impaired under such circumstances, but the
commencement of the leasing of such Expansion Space shall not occur until
Landlord delivers possession of same to Tenant;

                  (v) the Factor shall be increased by the product of (i) the
rentable square foot area of the Expansion Space, as reasonably determined by
Landlord, and (ii) $2.75; and

                  (vi) provided Tenant is not then in default under the terms of
this Lease, Tenant shall not be required to pay the portion of the monthly
installment of Fixed Rent exclusive of the Factor payable with respect to the
Expansion Space for the first six (6) months immediately following the Expansion
Space Commencement Date, and the thirty-second, thirty-third, thirty-fourth,
thirty-fifth, and forty-second months immediately following the Expansion Space
Commencement Date.

      Section 39.3 In the event that Tenant shall fail to send an Acceptance
Notice to Landlord in the form and manner, and within the period provided
herein, such failure shall constitute a waiver of the Option Right and Tenant
shall have waived its right to lease the Expansion Space pursuant to this
Article 39.


                                       76
<PAGE>

      Section 39.4 In the event Tenant leases the Expansion Space pursuant to
this Article 39, then the Fixed Expiration Date shall be deemed to be the
Expansion Space Expiration Date.

                                   ARTICLE 40
                                EXTENSION OF TERM

      Section 40.1 Tenant named herein shall have the option (the "renewal
option") to extend the Term for an additional period (the "renewal term"), which
shall commence on the day immediately following the Fixed Expiration Date and
shall end on the fifth (5th) anniversary of the Fixed Expiration Date. The
renewal option may be exercised with respect to the entire Premises only and
shall be exercisable by Tenant delivering the renewal notice to Landlord with
respect to the renewal term no later than twelve (12) full calendar months prior
to the Fixed Expiration Date. Time is of the essence with respect to the giving
of the renewal notice. Tenant may not exercise its renewal option if it is in
default hereunder after notice and expiration of the applicable grace period on
the date of the giving of the renewal notice or the commencement of the renewal
term, or if it is in occupancy of less than 75% of the Premises on the first day
of the renewal term.

      Section 40.2 If Tenant exercises the renewal option, the renewal term
shall be upon the same terms, covenants and conditions as those contained in
this Lease, except that (i) the Fixed Rent shall be the Fixed Rent as determined
pursuant to Subsection 40.3 hereof, (ii) Tenant shall continue to pay Escalation
Rent pursuant to Article 27 hereof, and (iii) Landlord shall have no obligation
to perform any work and/or contribute any funds to Tenant for alterations to the
Premises or to grant Tenant any rent concession or abatement therefor.

      Section 40.3 For the renewal term, the Fixed Rent (the "renewal rent")
shall be an amount equal to the greater of (i) ninety-five percent (95%) of the
fair market rent (as hereinafter defined) per annum, and (ii) the then fully
escalated Fixed Rent and Escalation Rent payable per annum payable by Tenant
during the last year of the Term.

      Section 40.4 For purposes hereof, the term "fair market rent" shall mean a
rent per square foot per annum for comparable space in comparable buildings in
midtown Manhattan bounded by Third and Sixth Avenues on the East and West and
42nd Street and 60th Street on the South and North for five (5) year leases
entered into at or about the Expansion Space Commencement Date, or the beginning
of the renewal term, as applicable, without consideration of either improvements
made by Tenant or by Landlord to the Premises (except improvements to be made by
Landlord to the Expansion Space) but otherwise considering the (i) terms and
conditions of this Lease, including those in Section 39.2 or 40.2, as
applicable, (ii) whether or not Tenant shall receive any rent credit, free rent,
work allowance or rent concession for the Expansion Space or renewal term, as
applicable, and (iii) any other 


                                       77
<PAGE>

factors deemed relevant by either party, including the terms of leases entered
into at the time for comparable spaces with comparable terms. Said rent per
square foot per annum shall be multiplied by the rentable square foot area of
the Expansion Space, with respect to the Expansion Space and the Space Factor
with respect to the renewal term, and the product thereof shall be the fair
market rent. In the event that Landlord and Tenant are unable to agree on the
fair market rent at least one hundred twenty (120) days prior to the Expansion
Space Commencement Date or commencement of the renewal term, as the case may be,
then either party may request arbitration by giving notice to the other party,
and each party shall promptly choose an arbitrator who is a senior officer of a
recognized New York City leasing brokerage or real estate consulting firm who
shall have at least ten (10) years experience in (i) the leasing of office space
in midtown Manhattan or (ii) the appraisal of first-class office buildings in
New York County. The two arbitrators shall then determine the fair market rent
within sixty (60) days after the appointment of each , and if the two
arbitrators are unable to agree upon the fair market rent within such sixty (60)
day period, then a third arbitrator with the same qualifications as the first
two arbitrators shall be selected by the two arbitrators (or if they are unable
to agree then the selection shall be made by the American Arbitration
Association or any organization successor thereto), and the third arbitrator
shall determine the fair market rent within thirty (30) days thereafter in
accordance with the following procedure. The arbitrator selected by Landlord and
the arbitrator selected by Tenant shall each make a separate determination of
the fair market rent. The determination made by Landlord's arbitrator is
hereinafter referred to as "Landlord's Determination" and the determination made
by Tenant's arbitrator is hereinafter referred to as "Tenant's Determination".
Each arbitrator shall deliver a copy of its determination to the third
arbitrator and to the other of the two arbitrators. Each of the two arbitrators
may, within five (5) days following receipt of the other's determination, change
it's determination and deliver a copy of such changed determination to the third
arbitrator and to the other of the two arbitrators. No further changes in the
determinations will be allowed. The determination of fair market rent by the
third arbitrator shall be either the amount set forth in Landlord's
Determination or the amount set forth in Tenant's Determination. The third
arbitrator may not select any other amount as the fair market rent. The fair
market rent as so determined by the third arbitrator shall be binding upon the
parties. Each party shall be responsible for the fees and expenses of the
arbitrator selected by it and the parties shall share equally the fees and
expenses of the third arbitrator and of the American Arbitration Association. It
is expressly understood that any determination of the fair market rent pursuant
to this Lease shall be based on the criteria stated in this Article 40.

      Section 40.5 After a determination has been made of the fair market rent,
the parties shall execute and deliver to each other an instrument setting forth
the same, however, the determination shall be valid and enforceable whether or
not such instrument is executed and delivered.


                                       78
<PAGE>

      Section 40.6 If the final determination of fair market rent shall not be
made on or before the Expansion Space Commencement Date or the first day of the
renewal term, as applicable, then pending such final determination, Tenant shall
pay, as the rent the fully escalated Fixed Rent and Escalation Rent per annum
payable under the Lease immediately prior to the expiration of the Term. If,
based upon the determination by the third arbitrator hereunder of the fair
market rent, the payments made by Tenant on account of such rent for such period
were (i) less than the actual fair market rent, Tenant shall pay to Landlord the
amount of such deficiency within ten (10) days after demand therefore, or (ii)
greater than the actual fair market rent payable for the period, Landlord shall
at its option either (i) credit such excess against the next occurring monthly
installments of Fixed Rent and Escalation Rent hereunder, or (ii) refund to
Tenant the amount of such excess within ten (10) days after demand therefor.

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

                                    THE EQUITABLE-NISSEI MADISON CO.


                                    BY: The Equitable Life Assurance Society
                                          of the United States

                                    By:
                                        -------------------------------
                                        Name: Randolph J. Wolpert
                                        Title: Investment Officer

                                    BUSINESS LOAN CENTER, INC.


                                    By: /s/ Robert F. Tannenhauser
                                        -------------------------------
    13 - 3568801
---------------------
Federal Employer
Identification Number


                                       79
<PAGE>

                                   Schedule A
                              RULES AND REGULATIONS

      (1) The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors, or halls shall not be obstructed or encumbered by Tenant
or used for any purpose other than ingress and egress to and from the Premises
and for delivery of merchandise and equipment in prompt and efficient manner,
using elevators and passageways designated for such delivery by Landlord.

      (2) No awnings, air-conditioning units, fans or other projections shall be
attached to the outside walls of the Building. No curtains, blinds, shades, or
screens, other than those which conform to Building standards as established by
Landlord from time to time, shall be attached to or hung in, or used in
connection with, any window or door of the Premises, without the prior written
consent of Landlord which shall not be unreasonably withheld or delayed. Such
awnings, projections, curtains, blinds, shades, screens or other fixtures must
be of a quality, type, design and color, and attached in the manner reasonably
approved by Landlord. All electrical fixtures hung in offices or spaces along
the perimeter of the Premises must be of a quality, type, design and bulb color
approved by Landlord, which consent shall not be withheld or delayed
unreasonably unless the prior consent of Landlord has been obtained for other
lamping.

      (3) No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by Tenant on any part of the outside of the
Premises or Building or on the inside of the Premises if the same can be seen
from the outside of the Premises without the prior written consent of Landlord
except that the name of Tenant may appear on the entrance door of the Premises.
In the event of the violation of the foregoing by Tenant, if Tenant has refused
to remove same after reasonable notice from Landlord, Landlord may remove same
without any liability, and may charge the expense incurred by such removal to
Tenant. Interior signs on doors and directory tablet shall be of a size, color
and style reasonably acceptable to Landlord.

      (4) The exterior windows and doors that reflect or admit light and air
into the Premises or the halls, passage ways or other public places in the
Building, shall not be covered or obstructed by Tenant.

      (5) No showcases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls, corridors or
vestibules, nor shall any article obstruct any air-conditioning supply or
exhaust without the prior written consent of Landlord.
<PAGE>

      (6) The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein.
All damages resulting from any misuse of the fixtures shall be borne by Tenant.

      (7) Subject to the provisions of Article 3 of this Lease, Tenant shall not
mark, paint, drill into, or in any way deface any part of the Premises or the
Building. No boring, cutting or stringing of wires shall be permitted, except
with the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed, and as Landlord may direct.

      (8) No space in the Building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of any
kind at auction.

      (9) Tenant shall not make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with occupants of the Building or
neighboring buildings or premises or those having business with them whether by
the use of any musical instrument, radio, television set, talking machine,
unmusical noise, whistling, singing, or in any other way.

      (10) Tenant, or any of Tenant's employees, agents, visitors or licensees,
shall not at any time bring or keep upon the Premises any flammable, combustible
or explosive fluid, chemical or substance except such as are incidental to usual
office occupancy, provided, however, such items are stored in approved
containers in compliance with all applicable Requirements.

      (11) No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by Tenant, nor shall any changes be made in existing locks
or the mechanism thereof, unless Tenant promptly provides Landlord with the key
or combination thereto. Tenant must, upon the termination of its tenancy, return
to Landlord all keys of stores, offices and toilet rooms, and in the event of
the loss of any keys furnished at Landlord's expense, Tenant shall pay to
Landlord the cost thereof.

      (12) No bicycles, vehicles or animals of any kind except for seeing eye
dogs shall be brought into or kept by Tenant in or about the Premises or the
Building.

      (13) All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place in the manner and
during the hours which Landlord or its agent reasonably may determine from time
to time. Landlord reserves the right to inspect all safes, freight or other
bulky articles to be brought into the Building and to exclude from the Building
all safes, freight or other bulky articles which violate any of these Rules and
Regulations or the Lease of which these Rules and Regulations are a part.
<PAGE>

      (14) Tenant shall not occupy or permit any portion of the Premises demised
to it to be occupied as an office for a public stenographer or typist, or for
the possession, storage, manufacture, or sale of liquor, narcotics, dope, or as
a barber or manicure shop, or as an employment bureau. Tenant shall not engage
or pay any employees on the Premises, except those actually working for Tenant
at the Premises, nor advertise for labor giving an address at the Premises.

      (15) Tenant shall not purchase spring water, ice, towels or other like
service, or accept barbering or bootblacking services in the Premises, from any
company or persons not approved by Landlord, which approval shall not be
withheld or delayed unreasonably and at hours and under regulations other than
as reasonably fixed by Landlord.

      (16) Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's reasonable opinion, tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.

      (17) Landlord reserves the right to exclude from the Building (i) between
the hours of 6:00 P.M. and 8:00 A.M. on Business Days and (ii) between the hours
of 1:00 P.M. and 12:00 Midnight on Saturdays and (iii) during all hours on
Sundays and Holidays and, if Landlord so elects, during Business Hours and
Saturdays between 8:00 A.M. and 1:00 P.M., all persons who do not present a pass
(if required) to the Building signed or approved by Landlord. Tenant shall be
responsible for all persons for whom a pass shall be issued at the request of
Tenant and shall be liable to Landlord for all acts of such persons.

      (18) Tenant shall, at its expense, provide artificial light for the
employees of Landlord while doing janitor service or other cleaning, and in
making repairs or alterations in the Premises.

      (19) The requirements of Tenant will be attended to only upon written
application by Tenant's Designated Representative at the office of the Building.
Building employees shall not perform any work or do anything outside of the
regular duties, unless under special instructions from the office of Landlord,
and provided Tenant pays the then Building standard rates for same.

      (20) Canvassing, soliciting and peddling in the Building is prohibited and
Tenant shall cooperate to prevent the same, including, but not limited to,
providing Landlord with notice of any such acts when Tenant becomes aware of
same.

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

      (22) Except as specifically provided in Section 2.2 of this Lease, Tenant
shall not do any cooking, conduct any restaurant, luncheonette or cafeteria for
the sale or service of food or beverages to its employees or to others, or cause
or permit any odors of cooking or other processes or any unusual or
objectionable odors to emanate from the Premises. Tenant shall not permit the
delivery of any food or beverage to the Premises, except by such persons
delivering the same as shall be approved by Landlord, which approval shall not
be unreasonably withheld or delayed.

      (23) Tenant shall keep the entrance door to the Premises closed at all
times.

      (24) Landlord shall have the right to require that all messengers and
other Persons delivering packages, papers and other materials to Tenant (i) be
directed to deliver such packages, papers and other materials to a person
designated by Landlord who will distribute the same to Tenant, or (ii) be
escorted by a person designated by Landlord to deliver the same to Tenant.
<PAGE>

                                   Schedule B
                             CLEANING SPECIFICATIONS

NIGHTLY

All services are to be performed nightly (Monday - Friday) except for
Legal/Union holidays.

      Tenant Areas:

            Sweep clean all uncarpeted flooring and interior stairs using
            chemically treated dust mops. Vacuum all carpeted areas.

            Empty and damp wipe clean all ashtrays, cigarette urns and waste
            receptacles.

            Remove all gum and foreign matter on sight.

            All waste material shall be bagged and removed to designated
            receptacles in freight lobby (plastic bags to be supplied by
            Contractor).

            Wipe clean with chemically treated cloths all furniture, telephones,
            office equipment, ash trays, cigarette urns, fixtures, louvers,
            grilles, window sills, ledges, and convector tops within hand high
            reach.

            Damp wipe clean all water coolers and fountains. Remove all standing
            water.

            Wipe clean all smudges, fingermarks, scuff marks, etc. from painted
            door and wall surfaces on and around wall light switch plates and
            door jambs (spot cleaning) as needed.

            All janitor closets, slop sink and storage areas are to be kept neat
            and clean at all times.

      Public Lavatories:

            Scour, wash and disinfect all basins, bowls and urinals, including
            tile walls near urinals with an approved germicidal detergent
            solution.

            Wash and disinfect both sides of all toilet seats with an approved
            germicidal detergent solution.
<PAGE>

            Nickel and/or chrome fixtures to be cleaned and polished with a
            non-acid polish.

            Damp wipe clean all mirrors, bright work and basin shelves.

            Hand dust and clean, washing where necessary, all partitions,
            dispensers and receptacles.

            Sweep and wash all lavatory flooring with an approved disinfectant.

            Empty and damp wipe clean all paper towel waste and sanitary
            disposal receptacles, transporting waste to the designated location.

            Fill toilet tissue holders, soap dispensers and paper towel
            dispensers (supplies to be provided by Contractor).

            Damp wipe clean all smudges, fingermarks, scuff marks, etc. from
            painted door and wall surfaces, door jambs and on and around wall
            light switchplates (spot cleaning) as needed.

            Refill sanitary napkin dispenser as required (supplies to be
            provided by Contractor).

PERIODIC SERVICES

      Public Lavatories

            Clean and wash using an approved disinfectant all partitions and
            partition doors as required or as directed by Building Manager, but
            no less than weekly.

            Wash clean all tile wall surfaces monthly.

            Machine scrub floors as required or as directed by Building Manager,
            but not less than quarterly.

            Wipe clean all diffusers, grills, louvers, lights, ledges, sills,
            mirror tops, dispensers, etc. above hand high reach monthly (high
            dusting).

      Tenant Cleaning
<PAGE>

            Dust all pictures, frames, charts, graphs and similar hangings,
            walls, partitions, ventilating louvers, fresh air grills, window
            blinds, window frames, overhead pipes, sprinklers, etc. not reached
            in nightly cleaning (high dusting) quarterly.

            Window Cleaning

            Clean (inside and outside) all windows quarterly.
<PAGE>

                                    EXHIBIT A
                                   FLOOR PLAN

                                   [Attached]
<PAGE>

                                [Graphic Omitted]
                                   FLOOR PLAN
<PAGE>

                                    EXHIBIT B
                                LETTER OF CREDIT

New York, New York  _____

               Re:    Irrevocable Clean Letter of Credit

Gentlemen:

            By order of our client, ______________ ("____________"), we hereby 
open our clean irrevocable Letter of Credit No. ____ in your favor for an amount
not to exceed in the aggregate $_________ US Dollars effective immediately.

            Funds under this credit are available to you against your sight
draft drawn on us mentioning thereon our Credit No. ____.

            This Letter of Credit shall expire twelve months from the date
hereof; provided, however, that it is a condition of this Letter of Credit that
it shall be deemed automatically extended, from time to time, without amendment,
for one year from the expiration date hereof and from each and every future
expiration date, unless at least sixty (60) days prior to any expiration date we
shall notify you by registered mail that we elect not to consider this Letter of
Credit renewed for any such additional period, in which event unless a
substitute Letter of Credit in conformity with the provisions hereof is
delivered to you within fifteen (15) days following your receipt of our notice
of nonrenewal you may, at any time thereafter, upon presentation of a sight
draft accompanied by a certificate purportedly signed by an officer of your
company stating "a replacement letter of credit has not been delivered" draw on
the entire amount of this Letter of Credit. The final expiration date hereof
shall be no earlier than _____ [thirty (30) days following the Expiration Date].

            This Letter of Credit is transferable and may be transferred one or
more times. However, no transfer shall be effective unless advice of such
transfer is received by us in the form attached signed by you, with signature
guaranteed by a commercial bank or member firm of a national stock exchange.

            We hereby agree with you that all drafts drawn or negotiated in
compliance with the terms of this Letter of Credit will be duly and promptly
honored upon presentment and delivery of your draft to our office at
_________________________ accompanied by a 
<PAGE>

certificate purportedly signed by an officer of your company confirming that you
are entitled to draw the amount represented by the sight draft pursuant to the
Lease between you and _______________ if negotiated on or prior to the
expiration date as the same may from time to time be extended.

            Except as otherwise specified herein, this Letter of Credit is
subject to the Uniform Customs and Practice for Documentary Credits (1983)
Revision), International Chamber of Commerce Publication No. 400.

                      Very truly yours,

                      (Name of Bank)

                      By:
                         -------------------------------