LEASE B.J.W. ASSOCIATES

EXECUTION DOCUMENT

LEASE

B.J.W. ASSOCIATES

▇▇▇▇▇ ▇▇▇▇▇▇ AND ASSOCIATES, INC.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇

TABLE OF CONTENTS

LEASE

Article Page

1. Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
2. Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
3. Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . i
4. Repairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
5. Window Cleaning . . . . . . . . . . . . . . . . . . . . . . . . . i
6. Requirements of Law, Fire Insurance, Floor Loads. . . . . . . . . i
7. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . ii
8. Property-Loss, Damage, Reimbursement, Indemnity . . . . . . . . . ii
9. Destruction, Fire and Other Casualty. . . . . . . . . . . . . . . ii
10. Eminent Domain. . . . . . . . . . . . . . . . . . . . . . . . . . ii
11. Assignment, Mortgage, Etc.. . . . . . . . . . . . . . . . . . . . ii
12. Electric Current. . . . . . . . . . . . . . . . . . . . . . . . . ii
13. Access to Premises. . . . . . . . . . . . . . . . . . . . . . . . ii
14. Vault, Vault Space, Area. . . . . . . . . . . . . . . . . . . . . iii
15. Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
16. Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
17. Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
18. Remedies of Landlord and Waiver of Redemption . . . . . . . . . . iii
19. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . iii
20. No Representations by Landlord. . . . . . . . . . . . . . . . . . iv
21. End of Term . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
22. Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . iv
23. Failure to Give Possession. . . . . . . . . . . . . . . . . . . . iv
24. No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
25. Waiver of Trial by Jury . . . . . . . . . . . . . . . . . . . . . iv
26. Inability to Perform. . . . . . . . . . . . . . . . . . . . . . . iv
27. Bills and Notices . . . . . . . . . . . . . . . . . . . . . . . . iv
28. Services Provided by Landlord--Water, Elevators, Heat, Cleaning,
Air Conditioning . . . . . . . . . . . . . . . . . . . . . . iv
29. Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
30. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . iv
31. Adjacent Excavation-Shoring . . . . . . . . . . . . . . . . . . . v
32. Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . v
33. Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . v
34. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . v

RIDER

Article Page

35. Fixed Rent and Proration of Fixed Rent. . . . . . . . . . . . . . 1
36. Late Payment Charge . . . . . . . . . . . . . . . . . . . . . . . 2
37. Rent Restrictions . . . . . . . . . . . . . . . . . . . . . . . . 2
38. Escalation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
39. HVAC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
40. Cleaning/Miscellaneous Services . . . . . . . . . . . . . . . . . 11
41. Electricity . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
42. Designated Suppliers. . . . . . . . . . . . . . . . . . . . . . . 13
43. Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
44. Subletting and Assignment . . . . . . . . . . . . . . . . . . . . 14
45. Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . . 20
46. Subordination and Attornment. . . . . . . . . . . . . . . . . . . 21
47. Non-liability and Indemnification . . . . . . . . . . . . . . . . 22
48. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
49. Repeated Defaults . . . . . . . . . . . . . . . . . . . . . . . . 25
50. Transfer After Bankruptcy . . . . . . . . . . . . . . . . . . . . 25
51. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
52. Alterations . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
53. Landlord's Work . . . . . . . . . . . . . . . . . . . . . . . . . 28
54. Landlord's Contribution . . . . . . . . . . . . . . . . . . . . . 28
55. Renewal Options . . . . . . . . . . . . . . . . . . . . . . . . . 29

AGREEMENT OF LEASE, made as of this 9th day of June, 1994, between B.J.W.
ASSOCIATES, having an address c/o Winter Management Corp., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

party of the first part, hereinafter referred to as LANDLORD, and ▇▇▇▇▇ ▇▇▇▇▇▇
AND ASSOCIATES, INC., a Delaware corporation, having an address at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇

party of the second part, hereinafter referred to as TENANT.

WITNESSETH: Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the premises (hereinafter hereby called "premises," "demised premises"
or "Premises") consisting of the entire eighth (8th) floor and a portion of the
ninth (9th) floor, substantially as cross hatched on the floor plan annexed
hereto as Exhibit A and made a part hereof in the Building known as ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (hereinafter called "building," or "Building"), for
the term (hereinafter called "term" or "Term") to commence on the Commencement
Date (as hereinafter defined), and to end on December 31, 2004 (hereinafter
called "Expiration Date") or until such term shall sooner cease and expire as
hereinafter provided, both dates inclusive at an annual rental rate as set forth
in Article 35 hereof (hereinafter called "Rent" or "Fixed Rent"), together with
all other sums of money as shall become due and payable by Tenant under this
Lease (hereinafter called "additional rent" or "Additional Rent").

which Tenant agrees to pay in lawful money of the United States(1), in equal
monthly installments in advance on the first day of each month during said term,
at the office of Landlord or such other place as Landlord may designate, without
any set off or deduction whatsoever(2), except that Tenant shall pay the first
monthly installment(s) on the execution hereof (unless this lease be a
renewal).
In the event that, at the commencement of the term of this Lease, or
thereafter, Tenant shall be in default in the payment of rent to Landlord
pursuant to the terms of another lease with Landlord or with the Landlord's
predecessor in interest, Landlord may at Landlord's option and without notice to
Tenant add the amount of such arrearages to any monthly installment of rent
payable hereunder and the same shall be payable to Landlord as additional rent.
The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

RENT 1. Tenant shall pay the rent as above and as hereinafter
provided.

OCCUPANCY 2. Tenant shall use and occupy demised premises for the
general and executive offices of Tenant commensurate with the character and
dignity of the Building and for no other purpose.

ALTERATIONS 3. Tenant shall make no changes in or to the demised premises
of any nature without Landlord's prior written consent. Subject to the prior
written consent of Landlord, and to the provisions of this article.(3) Tenant
at Tenant's expense, may make alterations, installations, additions or
improvements which are non-structural and which do not affect utility
services or plumbing and electrical lines, in or to the interior of the
demised premised by using contractors or mechanics first approved by
Landlord.(4) All fixtures and all paneling, partitions, railings and like
installations, installed in the premises at any time, either by Tenant or by
Landlord in Tenant's behalf, shall, upon installation, become the property of
Landlord and shall remain upon and be surrendered with the demised premises
unless Landlord, by notice to Tenant no later than twenty days prior to the
date fixed as the termination of this lease, elects to relinquish Landlord's
right thereto and to have them removed by Tenant, in which event, the same
shall be removed from the premises by Tenant prior to the expiration of the
lease, at Tenant's expense.(5) Nothing in this article shall be construed to
give Landlord title to or prevent Tenant's removal of trade fixtures,
moveable office furniture and equipment, but upon removal of any such from
the premises or upon removal of other installations as may be required by
Landlord, Tenant shall immediately and at its expense, repair and restore the
premises to the condition existing prior to installation and repair any
damage to the demised premises or the building due to such removal. All
property required to be removed by Tenant at the end of the term remaining in
the premises after Tenant's removal shall be deemed abandoned and may, at the
election of Landlord, either be retained as Landlord's property or may be
removed from the premises by Landlord at Tenant's expense. Tenant shall,
before making any alterations, additions, installations or improvements, at
its expenses, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates
of final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Landlord and Tenant agrees to carry
and will cause Tenant's contractors and sub-contractors to carry such
▇▇▇▇▇▇▇'▇ compensation, general liability, personal and property damage
insurance as Landlord may(6) require. If any mechanic's lien is filed against
the demised premises, or the building of which the same forms a part, for
work claimed to have been done for, or materials furnished to, Tenant,
whether or not done pursuant to this article, the same shall be discharged by
Tenant within ____(7) days thereafter, at Tenant's expense, by filing the bond
required by law.(8)

REPAIRS 4. Landlord shall maintain and repair the public portions of
the building, both exterior and interior.(9) Tenant shall, throughout the
term of this lease, take good care of the demised premises and the fixtures
and appurtenances therein and at Tenant's sole cost and expense, make all
non-structural repairs thereto as and when needed to preserve them in good
working order and condition, reasonable wear and tear, obsolescence and
damage from the elements, fire or other casualty, excepted. Notwithstanding
the foregoing, all damage or injury to thedemised premises or to any other
part of the building, or to its fixtures, equipment and appurtenances,
whether requiring structural or non-structural repairs, caused by or
resulting from carelessness, omissions, neglect or improper conduct of
Tenant, Tenant's servants, employees, invitees or licensees(10) shall be
repaired promptly by Tenant at its sole cost and expense, to the satisfaction
of Landlord reasonably exercised. Tenant shall also repair all damage to the
building and the demised premises caused by the moving of Tenant's fixtures,
furniture or equipment. All the aforesaid repairs shall be of quality or
class equal to the original work or construction. If Tenant fails after ten
days notice to proceed with due diligence to make repairs required to be made
by Tenant, the same may be made by the Landlord at the expense of Tenant and
the expenses thereof incurred by Landlord shall be collectible as additional
rent after rendition of a ▇▇▇▇ or statement therefor.(11) Tenant shall give
Landlord prompt notice of any defective condition in any plumbing, heating
system or electrical lines located in, servicing or passing through the
demised premises and following such notice, Landlord shall remedy the
condition with due diligence but at the expense of Tenant if repairs are
necessitated by damage or injury attributable to Tenant, Tenant's servants,
agents, employees, invitees or licensees as aforesaid. Except as
specifically provided in Article 9 or elsewhere 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 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 demised premises or in and to the fixtures, appurtenances or
equipment thereof.(12) The provisions of this Article 4 with respect to the
making of repairs shall not apply in the case of fire or other casualty which
are dealt with in Article 9 hereof.

WINDOW
CLEANING 5. Tenant will not clean, nor require, permit, suffer
or allow any window in the demised premises to be cleaned, from the outside
in violation of Section 202 of the Labor Law or any other applicable law or
of the rules of the Board of Standards and Appeals, or of any other board or
body having or asserting jurisdiction.

REQUIREMENTS 6. Prior to the commencement of the lease term, if Tenant is
OF LAW, FIRE then in possession, and at all times thereafter, Tenant, at

Footnotes to preprinted page (i)
of Lease

1. by check drawn on a bank or trust company which is a member of the New
York Clearinghouse Association.

2. except as otherwise expressly set forth herein, and

3. which consent shall not be (A) required with respect to painting and
decorative changes or to any changes costing less than $50,000, or (B)
unreasonably withheld or delayed with respect to any other changes or
alterations, provided that, in both instances, such changes do not
affect the structure of the Building or Building systems and Tenant
shall first notify Landlord of such alteration or changes

4. , which approval shall not be unreasonably withheld or delayed, except
with respect to contractors performing work in or to the Building
electrical or life safety systems.

5. , it being agreed however that any alterations which are deemed by
Landlord to be generally usable by other office tenants may remain upon
the expiration or other termination of this Lease. Landlord agrees, upon
request made by Tenant at the time Tenant requests approval of any
alteration, to identify whether any particular proposed alteration
appearing on such plans is deemed to be generally usable in Landlord's
judgment so that Tenant would not be required to remove the same. In
addition, Landlord hereby agrees that Tenant shall not be required to
remove any alterations which comprise Tenant's Work (hereinafter
defined) as shown on Tenant's preliminary plans prepared by ▇▇▇▇ ▇▇▇▇▇
Associates dated May 18, 1994, and labeled drawings ▇-▇, ▇-▇, ▇-▇, ▇-▇▇,
A-11, and A-12 (the "Plans"), other than to remove the air conditioning
duct between the eighth (8th) and ninth (9th) floors and to repair any
damage caused thereby and restore the ceiling to its original condition,

6. reasonably

7. 60

8. , payment or otherwise

9. including the structural portions of the Building and of the demised
premises and the Building plumbing, electrical, heating, ventilating,
air conditioning and sprinkler systems. Landlord agrees to repair any
damage in the Premises caused by any willful or negligent act or
omission of Landlord or Landlord's Agents (hereinafter defined) or
arising out of any service performed by Landlord to the Premises.
Landlord covenants that it shall maintain and operate the Building as a
first class non-institutional office building located in midtown-south
Manhattan.

10. (collectively, "Tenant's Agents")

11. and Tenant shall reimburse Landlord for its actual, reasonable costs
therefor.

12. provided, however, that Landlord shall perform any repairs required
pursuant to this Article 4 with reasonable diligence under the
circumstances and shall use reasonable efforts to minimize interference
with Tenant's business, but without the obligation to employ overtime
labor.

and boards and any direction of any public officer pursuant to law, and all
orders, rules and regulations of the New York Board of Fire Underwriters or
any similar body(1) which shall impose any violation, order or duty upon
Landlord or Tenant with respect to the demised premises arising out of
Tenant's(2) use or manner of use thereof(3) or with respect to the building
if arising out of Tenant's use or manner of

use of the premises or the building (including the use permitted under the
lease).(4) Nothing herein shall require Tenant to make structural repairs or
alterations unless Tenant has by its manner of use of the demised premises or
method of operation therein, violated any such laws, ordinances, orders, rules,
regulations or requirements with respect thereto. Tenant may, after securing
Landlord to Landlord's(5) satisfaction against all damages, interest, penalties
and expenses including, but not limited to reasonable attorney's fees, by cash
deposit(6) or by surety bond in an amount and in a company(7) satisfactory to
Landlord, contest and appeal any such laws, ordinances,

orders, rules, regulations or requirements provided same is done
with all reasonable promptness and provided such appeal shall not subject
Landlord to prosecution for a criminal offense or constitute a default under
any lease or mortgage under which Landlord may be obligated, or cause the
demised premises or any part thereof to be condemned or vacated. Tenant
shall not do or permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate or be in conflict
with public liability, fire or other polices of insurance at any time carried
by or for the benefit of Landlord with respect to the demised premises or the
building of which he demised premises form a part, or which shall or might
subject Landlord to any liability or responsibility to any person or for
property damage, nor shall Tenant keep anything in the demised premises
except as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building
or any property located therein over that in effect prior to the commencement
of Tenant's occupancy.(8) Tenant shall pay all costs, expenses, fines,
penalties, or damages, which may be imposed upon Landlord by reason of
Tenant's failure to comply with the provisions of this article and if by
reason of such failure the fire insurance rate shall, at the beginning of
this lease or at any time thereafter, be higher than it otherwise would be,
then Tenant shall reimburse Landlord, as additional rent hereunder, for that
portion of all fire insurance premiums thereafter paid by Landlord which
shall have been charged because of such failure by Tenant, and shall make
such reimbursement upon the first day of the month following such outlay by
Landlord. In any action or proceeding wherein Landlord and Tenant are
parties a schedule or "make-up" of rate for the building or demised premises
issued by the New York Fire Insurance Exchange, or other body making fire
insurance rates applicable to said premises shall be conclusive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rate then applicable to said premises. Tenant shall not place a
load upon any floor of the demised premises exceeding the floor load per
square foot area which it was designed to carry and which is allowed by law.
Landlord reserves the right to(9) prescribe the weight and position of all
safes, business machines and mechanical equipment. Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings
sufficient, in Landlord's(10) judgment, to absorb and prevent vibration, noise
and annoyance.

SUBORDINATION
7. This lease is subject and subordinate to all ground or underlying
leases and to all mortgages which may now or hereafter affect such leases or
the real property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument of subordination shall be required by any ground or
underlying lessee or by any mortgagee, affecting any lease or the real
property of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Landlord
may request.

SEE ARTICLE 47 PROPERTY - LOSS,
DAMAGE, REIMBURSEMENT, INDEMNITY
8. Landlord(11) shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the building, nor for loss of
or damage to any property of Tenant by theft or otherwise, nor for any injury
or damage to persons or property resulting from any cause of whatsoever
nature, unless caused by or due to the negligence(12) of Landlord, its agents,
servants or employees; nor shall Landlord or its agents be liable for any
such damage caused by other tenants or persons in, upon or about said
building or caused by operations in construction of any private, public or
quasi public work. If at any time any windows of the demised premises are
temporarily closed, darkened or bricked up (or permanently closed, darkened
or bricked up, if required by law).(13) 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 rent nor shall the same
release Tenant from it obligations hereunder nor constitute an eviction.
Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures into or out of the building without Landlord's prior
written consent. If such safe, machinery, equipment, bulky matter or
fixtures requires special handling, all work in connection therewith shall
comply with the Administrative Code of the City of New York and all other
laws and regulations applicable thereto and shall be done during such hours
as Landlord may(14) designate. Tenant shall indemnify and save harmless
Landlord against and from all liabilities, obligations, damages, penalties,
claims, costs and expenses for which Landlord shall not be reimbursed by
insurance,(15) including reasonable attorneys fees, paid, suffered or incurred
as a result of any breach by Tenant, Tenant's agents, contractors, employees,
invitees, or licensees, of any covenant or condition of this lease, or the
carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under this
lease extends to the acts and omissions of any subtenant, and any agent,
contractor, employee, invitee or licensee of any subtenant. In case any
action or proceeding is brought against Landlord by reason of any such claim,
Tenant, upon written notice from Landlord, will, at Tenant's expense, resist
or defend such action or proceeding by counsel.(16)

DESTRUCTION, FIRE AND OTHER CASUALTY
9. (a) If the demised premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof
to Landlord and this lease shall continue in full force and effect except as
hereinafter set forth. (b) If the demised premise are partially damaged or
rendered partially unusable by fire or other casualty, the damages thereto
shall be repaired by and at the expense of Landlord and the rent, until such
repair shall be substantially completed,(17) shall be apportioned from the day
following the casualty according to the part of the premises which is
usuable(18), (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent shall be proportionately
paid up to the time of the casualty and thenceforth shall cease until the
date when the premises shall have been repaired and restored by Landlord,
subject to Landlord's right to elect not to restore the same as hereinafter
provided.(19) (d) If the demised premises are rendered wholly unusable or
(whether or not the demised premises are damaged in whole or in part) if the
building shall be so damaged that Landlord shall decide to demolish it or to
rebuild it, then, in any such events, Landlord may elect to terminate this
lease by written notice to Tenant given with 90 days after such fire or
casualty specifying a date for the expiration of the lease, which date shall
not be more than 60 days after giving such notice, and upon the date
specified in such notice the term of the lease shall expire as fully and
completely as if such date were the date set forth above for the termination
of this lease and Tenant shall forthwith quit, surrender and vacate the
premises without prejudice however to Landlord's rights and remedies against
Tenant under the lease provisions in effect prior to such termination, and
any rent owing shall be paid up to such date and any payments of rent made by
Tenant which were on account of any period subsequent to such date shall
be(20) returned to Tenant. Unless(21) shall serve a termination notice as
provided for herein, Landlord shall make the repairs and restorations under the
conditions of (b) and (c) hereof, with all reasonable expedition subject to
delays due to adjustment of insurance claims, labor troubles and causes
beyond Landlord's control. After any such casualty, Tenant shall cooperate
with Landlord's restoration by removing from the premises as promptly as
reasonably possible, all of Tenant's salvageable inventory and movable
equipment, furniture, and other property. Tenant's liability for rent shall
resume five (5) days after written notice from Landlord that the premises are
substantially ready for Tenants occupancy(22), (23)(e) Nothing contained
hereinabove shall relieve Tenant from liability that may exist as a result of
damage from fire or other casualty. Notwithstanding the foregoing, each
party shall look first to any insurance in its favor before making any claim
against the other party for recovery for loss or damage resulting from fire
or other casualty, and to the extent that such insurance is in force and
collectible and to the extent permitted by law, Landlord and Tenant each
hereby releases and waives all right of recovery against the other or anyone
claiming through or under each of them by way of subrogation or otherwise.
The foregoing release and waiver shall be in force only if both releasors'
insurance policies contain a clause providing that such a release or waiver
shall not invalidate the insurance and also provided that such a policy can
be obtained without additional premiums Tenant acknowledges that Landlord
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Landlord will not be obligated to repair any damage thereto or
replace the same. (f) Tenant hereby waives the provisions of Section 227 of
the Real Property Law and agrees that the provisions of this article shall
govern and control in lieu thereof.

EMINENT DOMAIN
10. If the whole or any part of the demised premises
shall be acquired or condemned by Eminent Domain for any public or quasi
public use or purpose, then and in that event, the term of this lease shall
cease and terminate from the date of title vesting in such proceeding and
Tenant shall have no claim for the value of any unexpired term of said
lease.(24)

ASSIGNMENT, MORTGAGE, ETC.

11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Landlord in each
instance. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Landlord may,
after default by Tenant, collect rent from the assignee, under-tenant or
occupant, and apply the net amount collected to the rent herein reserved, but
no such assignment, underletting, occupancy or collection shall be deemed a
waiver of this covenant, or the acceptance of the assignee, under-tenant or
occupant as tenant, or a release of Tenant from the further performance by
Tenant of covenants on the part of Tenant herein contained. The consent by
Landlord to an assignment or underletting shall not in any wise be construed
to relieve Tenant from obtaining the express consent in writing of Landlord
to any further assignment or underletting.

SEE ARTICLE 44

ELECTRIC CURRENT

12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto.

Footnotes to preprinted page (ii)
of Lease

1. (the "Legal Requirements")

2. particular

3. , as opposed to the mere use thereof for the purposes set forth in
Article 2

4. Landlord shall, at its own expense, comply with or cause compliance with
all other Legal Requirements as shall affect the Premises, buy may defer
compliance so long as Landlord shall be contesting the validity or
applicability thereof by appropriate proceedings, provided the same is
done with reasonable promptness and provided such appeal shall not
subject Tenant to prosecution or a criminal offense or interfere with
the use of the Premises by Tenant for the uses set forth in Article 2
herein. Notwithstanding anything to the contrary in this Article 6, it
is specifically understood that Tenant shall in making or as a result of
any, alterations or installations to the Premises be responsible for the
compliance of all Legal Requirements, including, without limitation, the
Americans with Disability Act, New York Local Law No. 58 of 1987, Local
Law No. 5 of 1973 and Local Law No. 16 of 1984 or any successor law of
like import.

5. reasonable

6. , indemnity

7. reasonably

8. Landlord represents that Tenant's use of the Premises for the uses set
forth in Article 2 herein shall not affect an increase in Landlord's
insurance rates for the Building.

9. reasonably

10. reasonable

11. , its agents, contractors or employees ("Landlord's Agents")

12. or willful acts

13. if required by Legal Requirements, insurance requirements, or due to
repairs being performed to the Building

14. reasonably

15. provided Landlord shall maintain the insurance provided herein,

16. selected by Tenant or Tenant's insurance carrier.

17. or on such earlier date on which such repairs would have been completed but
for delays, (including, without limitation, delays in submitting plans to
Landlord for the restoration of its Premises) caused by Tenant

18. and the demised premises are reasonably usable by Tenant for the uses set
forth in Article 2.

To the extent not prevented by any hazardous condition, Tenant's
contractors shall have reasonable access to the demised premises following
such damage or destruction, to repair any damage to the Premises not
required to be repaired by Landlord. Landlord or Tenant, and their
respective contractors and mechanics, shall reasonably cooperate to
coordinate the performance of their respective repair obligations at the
Premises.

19. and Tenant's right to cancel this Lease as hereinafter provided

20. promptly

21. either party

22. and the Premises are so ready

23. Notwithstanding anything to the contrary set forth herein, if the Premises
are totally damaged or rendered wholly unusable by fire or other casualty
and Landlord has not theretofore canceled this Lease pursuant to the
provisions of this Article 9, Tenant may promptly request the opinion
hereinafter described. Within sixty (60) days of receipt
of Tenant's request, Landlord shall furnish Tenant with the opinion of
an independent architect selected by Landlord and reasonably
satisfactory to Tenant, specifying whether the Premises can be
substantially restored within one year from the date of such casualty.
If the architect's opinion states that the Premises cannot be so
restored in such one year period, then Tenant shall have the right to
terminate this Lease by notice given to Landlord within thirty (30) days
of the date of such architect's opinion (time being of the essence), in
which case the term of this Lease shall expire on the thirtieth (30th)
day after notice of such election is given to Landlord and Tenant shall
vacate the Premises and surrender that same to Landlord by such date in
accordance with the provisions of this Lease as if such date with the
Expiration Date. If Tenant shall not have elected to terminate this
Lease as set forth above (or is not otherwise entitled to terminate this
Lease pursuant to the provisions hereof), then such damage shall
promptly be repaired by and at the expense of Landlord. In addition, if
such repair work is not substantially completed within said one year
period or such damage or casualty shall occur during the last year of
the term hereof, Tenant shall have the right to terminate this Lease by
notice given to Landlord within fifteen (15) days following the
expiration of such one year period or the casualty, as the case may be,
(time being of the essence) in which case the term of this Lease shall
expire upon receipt of such notice by Landlord as if such date with the
Expiration Date.

24. Notwithstanding the foregoing, Tenant shall have the right to make a
separate claim for moving expenses, leasehold improvements installed by
Tenant at Tenant's expense and Tenant's personal property, provided that
such award shall be made by the condemnation court in addition to and not
in reduction of the award made by such court in favor of Landlord and shall
hot otherwise impair the ability of Landlord to make its claim.

25. upon prior reasonable notice

26. Landlord agrees that at any time Landlord is permitted or required
hereunder to enter the Premises, Landlord shall use all reasonable efforts
to minimize interference with Tenant's business at the Premises in so doing
(but without the obligation to employ overtime labor).

constituting an eviction nor shall the Tenant be entitled to any abatement of
rent while such work is in progress nor to any damages by reason of loss or
interruption of business or otherwise. Throughout the term hereof, Landlord
shall have the right to enter the demised premises at reasonable hours(1) for
the purpose of showing the same to prospective purchasers or mortgagees of
the building, and during the last(2) ____ of the term for the purpose of
showing the same to prospective tenants. If Tenant is not present to open
and permit an entry into the premises, Landlord or Landlord's agents may
enter the same whenever such entry may be necessary or permissible by master
key or forcibly(3) and provided reasonable care is exercised to safeguard
Tenant's property and such entry shall not render Landlord or its agents
liable therefor, nor in any event shall the obligations of Tenant hereunder
be affected. Landlord shall have the right at any time, without the same
constituting an eviction and without incurring liability to Tenant therefor
to change the arrangement and/or location of public entrances, passageways,
doors, doorways, corridors, elevators, stairs, toilets, or other public parts
of the building and to change the name, number or designation by which the
building may be known.(4)

VAULT, VAULT SPACE AREA
14. No Vaults, vault space or area, whether or not enclosed or
covered, not within the property line of the building is leased hereunder,
anything contained in or indicated on any sketch, blue print or plan or
anything contained elsewhere in this lease to the contrary notwithstanding.(5)
Landlord makes no representation as to the location of the property line of
the building. All vaults and vault space and all such areas not within the
property line of the building, which Tenant may be permitted to use and/or
occupy, is to be used and/or occupied under a revocable license, and if any
such license be revoked, or if the amount of such space or area be diminished
or required by any federal, state or municipal authority or public utility,
Landlord shall not be subject to any liability nor shall Tenant be entitled
to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual
eviction. Any tax fee or charge of municipal authorities for such vault or
area shall be paid by Tenant.(6)

OCCUPANCY
15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy(7) issued for the building of which
the demised premises are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to
Landlord's work, if any. In any event, Landlord makes no representation as
to the condition of the premises and Tenant agrees to accept the same subject
to violations whether or not of record.(8)

BANKRUPTCY
16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Landlord by the sending of a
written notice to Tenant within a reasonable time after the happening of any
one or more of the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the debtor(9), or
(2) the making by Tenant of an assignment or any other arrangement for the
benefit of creditors under any state statue. Neither Tenant nor any person
claiming through or under Tenant, or by reason of any statute or order of
court, shall thereafter be entitled to possession of the premises demised but
shall forthwith quit and surrender the premises. If this lease shall be
assigned in accordance with its terms, the provisions of this Article 16
shall be applicable only to the party then owning Tenant's interest in this
lease.
(b) It is stipulated and agreed that in the event of the termination of this
lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference
between the rent reserved hereunder for the unexpired portion of the term
demised and the fair and reasonable rental value of the demised premises for
the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination
and the fair and reasonable rental value of the demised premises for the
period for which such installment was payable shall be discounted to the date
of termination at the rate of four per cent (4%) per annum. If such premises
or any part thereof be relet by the owner for unexpired term of said lease,
or any part thereof, before presentation of proof of such liquidated damages
to any court, commission or tribunal, the amount of rent reserved upon such
reletting shall be deemed to be the fair and unreasonable rental value for
the part or the whole of the premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right of
the Owner to prove for and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.

DEFAULT
17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or
if the demised premises are damaged by reason of negligence or carelessness
of Tenant, its agents, employees or invitees; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property
whereupon the demised premises shall be taken or occupied by someone other
than Tenant or if Tenant shall make default with respect to any other lease
between Landlord and Tenant; then, any one or more of such events, upon
Landlord serving a written said ____ (10) days notice upon Tenant specifying
the nature of said default and upon the expiration of said ____ (10) days, if
Tenant shall have failed to comply with or remedy such default, or if the
said default or omission complained of shall be of a nature that the same
cannot be completely cured or remedied within said ____ (10) day period, and if
Tenant shall not have diligently commenced curing such default within such
(10) day period, and shall not thereafter with reasonable diligence and in good
faith proceed to remedy or cure such default, then Landlord may serve a
written three (3) days' notice of cancellation of this lease upon Tenant, and
upon the expiration of said three (3) days, this lease and the term
thereunder shall end and expire as fully and completely as if the expiration
of such three (3) day period were the day herein definitely fixed for the end
and expiration of this lease and the term thereof and Tenant shall then quit
and surrender the demised premises to Landlord but Tenant shall remain liable
as hereinafter provided. (2) If the notice provided for in (1) hereof shall
have been given, and the term shall expire as aforesaid; or if Tenant shall
make default in the payment of the rent reserved herein or any item of
additional rent herein mentioned or any part of either or in making any other
payment herein required(11), then and in any of such events Landlord may
without notice(12), re-enter the demised premises either by force or otherwise,
and dispossess Tenant by summary proceedings or otherwise, and the legal
representative of Tenant or other occupant of demised premises and remove
their effects and hold the premises as if this lease had not been made, and
Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default
hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Landlord may cancel and terminate such renewal or
extension agreement by written notice.

REMEDIES OF LANDLORD AND WAIVE OF REDEMPTION

18. In case of any such default(13) re-entry, expiration and/or
dispossess by summary proceedings or otherwise, (a) the rent shall become due
thereupon and be paid up to the time of such re-entry, dispossess and/or
expiration, together with such expenses as Landlord may incur for legal
expenses, attorneys' fees, brokerage, and/or putting the demised premises in
good order, or for preparing the same for re-rental; (b) Landlord may re-let
the premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms, which may at Landlord's option be less than
or exceed the period which would otherwise have constituted the balance of
the term of this lease and may grant concessions or free rent or charge a
higher rental than that in this lease, and/or (c) Tenant or the legal
representatives of Tenant shall also pay Landlord as liquidated damages for
the failure of Tenant to observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and/or covenanted
to be paid and the net amount, if any, of the rents collected on account of
the lease or leases of the demised premises for each month of the period
which would otherwise have constituted the balance of the term of this lease.
The failure of Landlord to re-let the premises or any part or parts thereof
shall not release or affect Tenant's liability for damages. In computing
such liquidated damages there shall be added to the said deficiency such(14)
expenses as Landlord may incur in connection with re-letting, such as legal
expenses, attorneys' fees, brokerage, advertising and for keeping the demised
premises in good order or for preparing the same for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease and any suit brought to collect the amount
of the deficiency for any month shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Landlord, in putting the demised premises in good order or
preparing the same for re-rental may, at Landlord's option, make such
alterations, repairs, replacements, and/or decorations in the demised
premises as Landlord, in Landlord's sole judgment, considers advisable and
necessary for the purpose of re-letting the demised premises, and the making
of such alterations, repairs, replacements, and/or decorations shall not
operate or be construed to release Tenant from liability hereunder as
aforesaid. Landlord shall in no event be liable in any way whatsoever for
failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess,
if any, of such net rent collected over the sums payable by Tenant to
Landlord hereunder. In the event of a breach or

iii

threatened breach by Tenant of any of the covenants or provisions hereof,
Landlord shall have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re-entry, summary proceedings and
other remedies were not herein provided for. Mention in this lease of any
particular remedy, shall not preclude Landlord from any other remedy, in law
or in equity. Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant being
evicted or dispossessed for any cause, or in the event of Landlord obtaining
possession of demised premises, by reason of the violation by Tenant of any
of the covenants and conditions of this lease, or otherwise.

FEES AND EXPENSES:
19. If Tenant shall default(15) in the observance or performance of any
term or covenant on tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, Landlord may immediately
or at any time thereafter and without notice perform the obligation of Tenant
thereunder, and if Landlord, in connection therewith or in connection with
any default by tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including
but not limited to attorneys' fees, in instituting, prosecuting or defending
any action or proceeding, such sums so paid or obligations incurred with
interest and costs shall be deemed to be additional rent hereunder and shall
be paid by Tenant to Landlord within ____ (16) days of rendition of any ▇▇▇▇ or
statement to tenant therefore, and if tenant's lease 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 damages.

Footnotes to Rider Page (iii)
of Lease

1. upon reasonable notice

2. one year

3. (in the event of an emergency or where required by law only),

4. provided that in so doing the use of, or access to, the Premises or the
Building is not adversely affected thereby, except to a de minimus extent

5. Landlord represents that the Premises do not include any vault space.

6. if used by Tenant.

7. hereafter

8. Landlord represents that, to the best of its knowledge, there are
presently no violations of Legal Requirements filed against the
Premises. Notwithstanding the foregoing, Landlord agrees to be
responsible at its sole cost and expense, and shall use its best
efforts, to cure any violations of Legal Requirements against the
Premises existing on the Commencement Date. In addition, if there exists
any violation of a Legal Requirement against the Building which
prohibits Tenant from obtaining required Building Department permits or
notices for Tenant's Work (hereinafter defined), the Abatement Period
(hereinafter defined) shall be extended by one (1) day for each day
Tenant is actually delayed in the performance of Tenant's Work (of which
fact Tenant shall provide Landlord with reasonable proof) solely as a
result of Tenant's inability to obtain said permits or notices due to a
violation of a Legal Requirement against the Building.

9. which in the case of an involuntary case, is not dismissed within sixty
days

10. fifteen (15)

11. which default remains uncured for a period of three (3) business days after
notice from Landlord

12. except as may be required by law

13. beyond the expiration of any applicable notice and/or grace period

14. reasonable

15. after the expiration of any applicable notice and/or grace period

16. fifteen (15)

NO REPRESENTATIONS BY LANDLORD
20. (1) Landlord nor Landlord's agents have made any representations or
promises with respect to the physical condition of the building, the land
upon which it is erected or the demised premises, the rents, leases, expenses
of operation or any other matter or thing affecting or related to the
premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as
expressly set forth in the provisions of this lease. Tenant has inspected
the building and the demised premisses and is thoroughly acquainted with
their condition, and (2) agrees to take the same "as is" and acknowledges that
the taking of possession of the demised premises by Tenant shall be conclusive
evidence that the said premises and the building of which the same form a part
were in good and satisfactory condition at the time such possession was so
taken, except as to latent defects. All understandings and agreements
heretofore made between the parties hereto are merged in this contract, which
alone fully and completely expresses the agreement between Landlord and Tenant
and any executory agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of it 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.

END OF TERM
21. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Landlord the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property.(3) Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If
the last day of the term of this lease or any renewal thereof, falls on
Sunday, this lease shall expire at noon on the preceding Saturday unless it
be a legal holiday in which case it shall expire at noon on the preceding
business day.

QUIET ENJOYMENT
22. Landlord covenants and agrees with Tenant that upon Tenant paying
the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed,
Tenant may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 30 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

FAILURE TO GIVE POSSESSION
23. If Landlord is unable to give possession of the demised premises on
the date of the commencement of the term hereof, because of the holding-over
or retention of possession of any tenant, undertenant or occupants, or if the
premises are located in a building being constructed, because such building
has not been sufficiently completed to make the premises ready for occupancy
or because of the fact that a certificate of occupancy has not been procured
or for any other reason, Landlord shall not be subject to any liability for
failure to give possession on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same be construed in
any wise to extend the term of this lease, but the rent payable hereunder
shall be abated (provided Tenant is not responsible for the inability to
obtain possession) until after Landlord shall have given Tenant written
notice that the premises are substantially ready for Tenant's occupancy. If
permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the
date specified as the commencement of the term of this lease, Tenant
covenants and agrees that such occupancy shall be deemed to be under all the
terms, covenants, conditions and provisions of this Lease, except as to the
covenant to pay rent. The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of
Section 223-a of the New York Property Law.

NO WAIVER
24. The failure of Landlord(4) to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations set forth or hereafter adopted by
Landlord, shall not prevent a subsequent act which would have originally
constituted a violation from having all the force and effect of an original
violation. The receipt by Landlord(5) of rent with knowledge of the breach of
any covenant of this lease shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Landlord(6)
unless such waiver be in writing signed by Landlord.(7) No payment by Tenant
or receipt by Landlord of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement of any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of such rent or pursue any other
remedy in this lease provided. No act or thing done by Landlord or
Landlord's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. No employee
of Landlord or Landlord's agent shall have any power to accept the keys of
said premises prior to the termination of the lease and the delivery of keys
to any such agent or employee shall not operate as a termination of the lease
or a surrender of the premises.

WAIVER OF TRIAL BY JURY
25. It is mutually agreed by and between Landlord and Tenant that 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 (except for personal injury or property damage) on any
matters whatsoever arising out of or in any way connected with this lease,
the relationship of Landlord and Tenant, Tenant's use of or occupancy of said
premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Landlord commences any summary
proceeding for possession of the premises, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding.(8)

INABILITY TO PERFORM
26. ___ (9) lease and the obligation of Tenant to pay rent hereunder and
(10)perform all of the other covenants and agreements hereunder on part of(11)
to be performed shall in no wise be affected, impaired or excused because(12) is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment
or fixtures if(13) is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever including but not limited to,
government preemption in connection with a National Emergency or by reason of
any rule, order or regulation of a department or subdivision thereof of any
government agency or by reason of the conditions of supply and demand which
have been or are affected by war or other emergency.(14)

27. DELETED
SERVICES PROVIDED BY LANDLORD - WATER, ELEVATORS, HEAT, CLEANING, AIR
CONDITIONING

28. Landlord shall provide: (a) necessary elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.
and have one elevator subject to call at all other times(15) (b) heat to the
demised premises when and as required by law, on business days from 8 a.m. to
6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (c)(16)water for ordinary
lavatory(17) purposes, but if Tenant uses or consumes water for any other
purposes or in unusual quantities (of which fact Landlord shall be the sole
judge), Landlord may install a water meter at Tenant's expense which Tenant
shall thereafter maintain at Tenant's expense in good working order and
repair to register such water consumption and Tenant shall pay for water
consumed as shown on said meter as additional rent as and when bills are
rendered, and on Tenant's default in making such payment, Landlord may pay
such charges and collect the same from Tenant. Such a meter shall also be
installed and maintained at Tenant's expense if required by Law or
Governmental Order. Tenant, if a water meter is so installed, covenants and
agrees to pay its proportionate share of the sewer rent and all other rents
and charges which are now or hereafter assessed, imposed or may become a lien
on the demised premises or the realty of which they are a part. If
applicable, air conditioning/cooling will be furnished from May 15th through
September 30th on business days (Mondays through Fridays, holidays excepted)
from 8:00 a.m. to 6:00 p.m. and ventilation will be furnished on business
days during the aforesaid hours except when air conditioning/cooling is being
furnished as aforesaid. If Tenant requires air conditioning/cooling or
ventilation for more extended hours or on Saturdays, Sundays or on holidays,
as defined under Landlord's contract with Operating Engineers Local 94-94A,
Landlord will furnish the same at Tenant's expense. (f) (18)Landlord shall
have no responsibility or liability for failure to supply the services agreed
to herein. Landlord reserves the right

to stop services of the heating, elevators, plumbing, air-conditioning, power
systems or cleaning or other services, if any, when necessary by reason of
accident or for repairs, alterations, replacements or improvements necessary
or desirable in the judgment of Landlord for as long as may be reasonably
required by reason thereof or by reason of strikes, accidents, laws, order or
regulations or any other reason beyond the control of Landlord.(19) If the
building of which the demised premises are a part supplies manually-operated
elevator service, Landlord at any time may substitute automatic-control
elevator service and upon ten days' written notice to Tenant, proceed with
alterations necessary therefor without in any wise affecting this lease or
the obligations of Tenant hereunder. The same shall be done with a minimum
of inconvenience to Tenant and Landlord shall pursue the alteration with due
diligence.(20)

SEE ARTICLE 40

CAPTIONS
29. 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.

DEFINITIONS
30. The term "office", or "offices", wherever used in this lease, shall
not be construed to mean premises used as a store or stores, for the sale or
display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, ▇▇▇▇▇▇ shop, or for other
similar purposes or for manufacturing. The term "Landlord" as used in this
lease means only the owner, or the mortgagee in possession, for the time being
of the land and building (or the owner of a lease of the building or, of the
land and building) of which the demised premises form a part, so that in the
event of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building, or of the land and building, the said
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder(21) and it shall be deemed and construed
without further agreement between the parties or their successors in interest,
or between the parties and the purchaser, at any such sale, or the said lessee
of the building, or of the land and building, that the purchaser or the lessee
of the building has assumed and agreed to carry out any and all covenants and
obligations of Landlord, hereunder. The words "re-enter" and "re-entry" as used
in this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall

Footnotes to Rider Page (iv)
of Lease

1. Except as expressly set forth in this Lease, neither

2. subject to the terms hereof,

3. which Tenant is required to remove pursuant to the terms hereof

4. or Tenant

5. or payment by Tenant

6. or Tenant, as the case may be

7. or Tenant, as the case may be, or their respective legal representatives

8. unless Tenant's failure to interpose such a counterclaim will result in a
waiver of Tenant's rights.

9. Except as otherwise provided herein, this

10. the obligation of either Landlord or Tenant

11. their

12. the other party

13. such party

14. it being understood that either party's inability to pay a sum of money
shall not be deemed to be beyond such party's reasonable control

15. and freight elevator service on business days (excluding Saturdays) from
8:00 a.m. to 6:00 p.m.

16. hot and cold

17. , cleaning and drinking

18. Subject to the following provisions,

19. Landlord agrees to restore any such discontinued service as promptly as is
reasonably possible under the circumstances and to perform all repairs,
alterations, replacements and improvements pursuant to this subdivision (f)
upon prior notice to Tenant (except in an emergency) and at times and in a
manner that will minimize interference with Tenant's business at the
Premises, but without the obligation to employ overtime labor.

20. Notwithstanding anything herein to the contrary, if there shall be an
interruption of Landlord's services required hereunder or Landlord shall
fail to make repairs required of Landlord hereunder, in each case other
than due to an Unavoidable Delay (as hereinafter defined) and such
interruption or failure shall continue for a period in excess of fifteen
(15) consecutive days following notice of such condition from Tenant to
Landlord, and such interruption of failure, as the case may be, results in
a denial or otherwise renders impossible or impractical the intended use of
substantially the entire Premises for the uses set forth in Article 2
herein and Tenant shall actually vacate the entire Premises as a result
thereof, then Tenant shall be entitled to an abatement of Fixed Rent and
Additional Rent for the period beginning on the later to occur of (i) the
date Tenant ceased its operations in the entire Premises and vacated the
Premises, or (ii) the date of delivery of Tenant's notice of such condition
to Landlord and ending on the date which is the earlier to occur of (a) the
date on which the Premises are rendered tenantable, or (b) the date on
which Tenant resumes its business at the Premises. For purposes of the
foregoing, "Unavoidable Delays" shall mean any causes whatsoever beyond
Landlord's reasonable control which shall prevent Landlord from performing
obligations expressly or implicitly imposed upon Landlord pursuant to this
Lease, including without limitation, strikes, riots, labor troubles,
accidents, Legal Requirements, governmental preemption in connection with a
national emergency, or matters of supply which have been or are affected by
war or other emergencies. The foregoing provision shall not apply in the
event the Premises are damaged in whole or in part as a result of fire or
other casualty and in such event that provisions of Article 9 of this Lease
shall govern.

21. arising from and after the date thereof,

exclude Saturdays (except such portion thereof as is covered by specific
hours in Article 28 hereof), Sundays and all days observed by the State or
Federal Government as legal holidays and those designated as holidays by the
applicable building service union employees service contract or by the
applicable Operating Engineers contract with respect to HVAC service.

ADJACENT EXCAVATION - SHORINGS
31. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made(1) Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon
the demised premises for the purpose of doing such work as said person shall
deem necessary to preserve the wall or the building of which demised premises
form a part 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 rent.

RULES AND REGULATIONS
32. Tenant and Tenant's servants, employees, agents, visitors and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as
Landlord or Landlord's agents may from time to time adopt. Notice of any
additional rules or regulations shall be given in such manner as Landlord may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Landlord or Landlord's agents, the
parties hereto agree to submit the question of reasonableness of such Rule or
Regulation for decision to the New York office of the American Arbitration
Association, whose determination shall be final and conclusive upon the
parties hereto. The right to dispute the reasonableness of any additional
Rule or Regulation upon Tenant's part shall be deemed waived unless the same
shall be asserted by service of a notice, in writing upon Landlord within ten
(10) days after the giving of notice thereof. 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, as against any other tenant and Landlord shall not be liable to
Tenant for violation of the same by any other tenant, its servants,
employees, agents, visitors or licenses.(2)

SECURITY
33. Tenant has deposited with Landlord the sum of $950,000.00 as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, 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 rent and additional rent 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 in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord.(3) 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
Lease and after delivery of entire possession of the demised premises to
Landlord. In the event of a sale of the land and building or leasing of the
building which the demised 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 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 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.
SEE SECTION 58M

SUCCESSORS AND ASSIGNS
34. The covenants, conditions and agreements contained in this lease shall
bind and inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this lease, their assigns.

See Rider attached hereto and made part hereof.

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this lease as of the day and year first above written.

B.J.W. ASSOCIATES

Witness for Landlord: By: /s/
----------------------------------------
---------------------------------

▇▇▇▇▇ ▇▇▇▇▇▇ AND ASSOCIATES, INC.

Witness for Tenant: By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
----------------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇ Title:
---------------------------------

ACKNOWLEDGMENTS

CORPORATE LANDLORD

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

On this 27 day of May, 1999, before me personally came ▇▇▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇, to me known, who being by me duly sworn, did depose and say that he
resides in ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇, that he is the President of ▇▇▇▇▇
▇▇▇▇▇▇ and Associates, Inc., the corporation described in and which executed
the foregoing instrument, as LANDLORD; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by like order.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------

CORPORATE TENANT

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

On this______ day of ____________________, 19____, before me personally
came _______________________, to me known, who being by me duly sworn, did
depose and say that he resides in__________________________________________,
that he is the_______________________ of _____________________, the
corporation described in and which executed the foregoing instrument, as TENANT,
that he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation, and that he signed his name thereto by like
order.

--------------------------------------

INDIVIDUAL LANDLORD

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

On this ______ day of _________________, 19____, before me personally came
___________________________, to me known and known to me to be the individual
described in and who, as LANDLORD, executed the foregoing instrument and
acknowledged to me that he executed the same.

--------------------------------------

INDIVIDUAL TENANT

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

On this _______ day of __________________, 19____, before me personally
came ____________________________, to me known and known to me to be the
individual described in and who, as TENANT, executed the foregoing instrument
and acknowledged to me that he executed the same.

--------------------------------------

Footnotes to Rider Page (v)
of Lease

1. upon reasonable prior notice to Tenant, except in the event of an emergency

2. Landlord agrees that it shall enforce the rules and regulations against
Tenant in a nondiscriminatory manner. Additionally, Landlord agrees that no
rules or regulations shall materially reduce Tenant's rights under this
Lease nor shall Tenant be required to comply with any rules and regulations
which prevent Tenant's use of the demised premises for the uses permitted
by Article 2 herein.

3. Landlord shall deposit such cash security in an interest bearing account
and unless paid or applied for the use or rental for the demised premises
upon a default of Tenant as herein provided, Landlord will deliver or cause
to be delivered to Tenant interest annually and at the end of the Term,
less a one percent (1%) per annum administrative charge as permitted by
law.

[GUARANTY]

Deleted

RIDER ANNEXED TO AGREEMENT OF LEASE
BETWEEN B.J.W. ASSOCIATES (LANDLORD),
AND ▇▇▇▇▇ ▇▇▇▇▇▇ AND ASSOCIATES, INC. (TENANT)

FIXED RENT AND
PRORATION OF
FIXED RENT:

35. A. The Fixed Rent shall be payable as follows:

(i) THREE HUNDRED EIGHTY-NINE THOUSAND FIVE HUNDRED and 00/100
DOLLARS ($389,500.00) per annum for the period from the Rent Commencement
Date through December 31, 1999, payable in advance in equal monthly
installments of $32,458.33; and

(ii) FOUR HUNDRED THIRTY THOUSAND FIVE HUNDRED and 00/100 DOLLARS
($430,500.00) per annum for the period from January 1, 2000 through the
Expiration Date, payable in advance in equal monthly installments of
$35,875.00,

B. Provided that Tenant shall not then be in default
hereunder beyond the expiration of any applicable notice and/or grace period,
the Fixed Rent hereunder shall be abated for the period from the Rent
Commencement Date through December 31, 1994 (the "Abatement Period"); it
being agreed that if the Rent Commencement Date shall not occur by June 20,
1994, the Abatement Period shall be extended by two (2) days for each one (1)
day of delay thereafter. If at any time during the Term Tenant shall default
hereunder and this Lease shall be terminated as a result of such default, the
Fixed Rent otherwise abated pursuant to this Section 35B shall immediately be
due and payable.

C. If the Rent Commencement Date shall not be the first
day of a month, Fixed Rent shall be prorated on a per diem basis, and any
excess amount paid on the execution of this Lease shall be credited to the
Fixed Rent for the next calendar month.

D. When the Rent Commencement Date and Abatement Period
have been determined by Landlord and Tenant, Landlord and Tenant shall, upon
the request of either of them, execute and deliver a statement prepared by
Landlord setting forth such dates and periods. Any failure of Tenant to
execute such statement shall not affect Landlord's determination of such
dates and periods.

E. The "Rent Commencement Date" it shall be the earlier
of (a) the date the Premises are "available for occupancy" as determined
pursuant to this Section, or (b) the date on which Tenant takes occupancy of
the Premises.

F. (i) For the purpose of Section E hereof, the
Premises shall be conclusively deemed available for occupancy as soon as
Landlord's Work (as hereinafter defined), excluding the obligation to install
the Air-cooled A/C Unit(s) (hereinafter defined) and missing radiators (which
radiators Landlord agrees to deliver and install within three (3) weeks from
the Rent Commencement Date), shall be deemed substantially completed
notwithstanding the fact that (a) minor or insubstantial details of
construction, mechanical adjustment or decoration remain to be performed or
(b) portions have not been completed because under good construction
scheduling practice such work should be done after still incompleted
finishing or other work to be done by or on behalf of Tenant is completed.

vii

(ii) If Landlord's failure to timely deliver and
install the Air-cooled A/C Unit(s) and/or the missing radiators shall cause a
delay in the performance by Tenant of Tenant's Work, then the Abatement
Period shall be extended one (1) day for each day Tenant is actually delayed
in such performance solely as a result of Landlord's failure to timely
deliver and install the Air-cooled A/C Unit(s) and/or install the missing
radiators and Landlord shall reimburse Tenant for any actual out-of-pocket
costs which Tenant incurs as a result of such delay. Landlord and Tenant and
their respective contractors and mechanics shall reasonably cooperate to
coordinate the performance of their respective work obligations at the
Premises.

(iii) Landlord agrees to provide Tenant with
notice of the commencement of Landlord's demolition work at the Premises
which notice shall state the date estimated by Landlord to be the Rent
Commencement Date.

G. Notwithstanding anything herein to the contrary, in
the event Landlord is unable to deliver possession to Tenant of the Premises
in accordance with the terms hereof by August 1, 1994, then Tenant shall have
the right to terminate this Lease upon notice given to Landlord within five
(5) business days after such date, time being of the essence. If, in such
event, Tenant elects to terminate the Lease, then this Lease shall terminate
on the date of such notice as if such date were the Expiration Date.

LATE PAYMENT CHARGE:

36. A. If Tenant shall fail to pay any Fixed Rent or
Additional Rent within ten (10) days after its due date, Tenant shall pay a
late charge of $.05 for each $1.00 which remains unpaid after such period to
compensate Landlord for additional expense in processing such late payment.

B. If any check of Tenant shall be returned for
insufficient funds more than two times in any twelve month period, then
Tenant shall make all payments hereunder for the next twelve (12) calendar
months by certified check or official bank check, If any payment made by
Tenant to Landlord shall be returned for insufficient funds, there shall be
an additional charge to Tenant of fifty dollars ($50.00).

RENT
RESTRICTIONS:

37. In the event the Fixed Rent or any Additional Rent shall
become uncollectible by virtue of any Federal, State, County or City law,
order or regulation, or by any direction of a public officer or body pursuant
to law, Tenant shall enter into such agreement or agreements and take such
other action (without additional expense to Tenant) as Landlord may request,
as may be legally permissible, to permit Landlord to collect the maximum
Fixed Rent and Additional Rent which may, from time to time during the
continuance of such legal rent restriction, be legally permissible, but not
in excess of the amounts of Fixed Rent or Additional Rent payable under this
Lease. Upon the termination of such legal rent restriction, (a) the Fixed
Rent and Additional Rent, after such termination, shall become payable under
this Lease in the amount of the Fixed Rent and Additional Rent set forth in
this Lease for the period following such termination and (b) Tenant shall pay
to Landlord, if legally permissible, an amount equal to (i) the Fixed Rent
and Additional Rent which would have been paid pursuant to this Lease, but
for such rent restriction, less (ii) the Fixed Rent and Additional Rent paid
by

viii

Tenant to Landlord during the period that such rent restriction was in effect.

ESCALATION:

38. A. Definitions as used herein:

(a) "Escalation Year" shall mean each calendar year which
shall include any part of the Term,

(b) "Taxes" shall mean all real estate taxes, assessments
(special or otherwise), business improvement district charges or assessments,
or any other governmental charge, which may be levied, assessed or imposed on
or with respect to all or any part of the Building or the parcel of land on
which the Building is located (hereinafter collectively called "Real
Property") by any taxing authority, without reduction for any Tax Exemption
(as hereinafter defined). If the methods of taxation prevailing at the date
hereof shall be altered so that in lieu of, as an addition to or as a
substitute for the whole or any part of the Taxes now levied, assessed or
imposed on all or any part of the Real Property, there shall be levied,
assessed or imposed a tax or assessment, measured by or based on rents or the
Real Property and imposed on Landlord, then all such taxes or assessments
shall be deemed to be Taxes. Notwithstanding the foregoing, the term "Taxes"
shall not include any federal income tax, New York State Franchise or income
tax, New York City General Corporation or Unincorporated Business Tax, or any
franchise, excise, estate, inheritance, succession, capital stock, transfer,
capital gains or sales tax levied upon Landlord or any income, profits or
revenue taxed upon the income of Landlord, or any other tax, assessment,
levy, imposition or charge on the rent under this Lease, unless otherwise
provided herein and penalties or interest for late payment or non-payment of
Taxes, unless such penalty or late payment results from Tenant's failure to
timely make Tenant's Tax Payment. As to assessments which are payable over a
period of time extending beyond the term of the Lease, only a pro-rata
portion thereof covering the unexpired portion of the Term at the time of the
imposition of such assessment shall be included in Taxes. For purposes of
computing Taxes hereunder Landlord shall be deemed to be taxed as if Landlord
owned only the Building and Real Property and no other property.

(c) "Landlord's Basic Tax Liability" shall mean the
liability of Landlord, without reduction for Tax Exemption, if any, for the
fiscal year commencing July 1, 1994 and ending June 30, 1995 for Taxes, "Tax
Year" shall mean the twelve (12) month period commencing July 1, 1995 and
each twelve (12) month period thereafter.

(d) "Tenant's Proportionate Share" shall mean 10.46%.

(e) "Tax Exemption" shall mean a tax exemption or abatement
relating to all or part of the Real Property granted as a result of, or in
connection with, a capital improvement or capital replacement, all or part of
the cost of which shall not have been specifically borne by Tenant pursuant
to the terms of this Lease

(f) "Landlord's Statement" shall mean an instrument
containing a computation of any Additional Rent due pursuant to the
provisions of this Article. Landlord may issue Landlord's Statements any time
that there is an increase in Taxes or Operating Expenses. Upon request of
Tenant, Landlord shall provide Tenant with a copy of the relevant tax bills.

(g) "Landlord's Base Operating Year" shall mean the twelve
month period commencing October 1, 1994 and ending September 30, 1995.

(h) "Operating Expenses" shall mean all costs and expenses (and
taxes thereon, if any) paid or incurred by Landlord or on behalf of Landlord
with respect to the operation, repair, safety, management, security and
maintenance of the Real Property, Building equipment, sidewalks, curbs and other
areas adjacent to the Building, and with respect to the services provided
tenants, including without limitation: (i) salaries, wages and bonuses paid to,
and the cost of any hospitalization, medical, surgical, union and general
welfare benefits (including group life insurance), any pension, retirement or
life insurance plan and other benefit or similar expense relating to, employees
of Landlord engaged in the operation, repair, safety, management, security or
maintenance of the Real Property and the Building equipment or in providing
services to tenants; (ii) social security, unemployment and other payroll taxes,
the cost of providing disability and workmen's compensation coverage imposed by
any legal requirements, union contract or otherwise with respect to said
employees; (iii) the cost of electricity and air-conditioning (furnished to
public areas of the Building only), gas, oil, steam, water and other fuel and
utilities; (iv) the cost of casualty, rent, liability, fidelity, plate glass and
any other insurance; (v) the cost of painting public areas of the Building and
of all repairs and maintenance (other than for repairs and maintenance performed
at the expense of any other tenant, including Tenant); (vi) the cost or rental
of all building supplies, tools, materials and equipment; (vii) the cost of
uniforms, work clothes and dry cleaning; (viii) guard, watchman or other
security personnel, service or system, if any; (ix) management fees or if no
managing agent is employed by Landlord, a sum in lieu thereof which is
competitive with and not in excess of then prevailing rates for management fees,
payable in the County of New York for similar office buildings; (x) charges of
independent contractors performing work included within this definition of
Operating Expenses; (xi) telephone and stationery; (xii) legal, accounting and
other professional fees and disbursements incurred in connection with the
operation and management of the Building; (xiii) association fees and dues;
(xiv) decorations in common areas; (xv) depreciation of hand tools and other
movable equipment used in the operation, repair, safety, management, security or
maintenance of the Building; and (xvi) exterior and interior landscaping in
common areas. Provided, however, that the foregoing costs and expenses shall
exclude or have deducted from them, as the case may be:

1. salaries, payroll taxes and all fringe benefits above the grade
of building manager;

2. expenditures for capital improvements, other than those which
under generally applied real estate practice are expenses or regarded as
deferred expenses and other than capital expenditures made by reason of Legal
Requirements enacted or promulgated following the date hereof or mandatory
insurance requirements (i.e. the failure to comply with any such requirement
will result in the refusal of a reputable insurer to issue any policy which
Landlord is obligated to carry pursuant to this Lease or to issue such
policies at other than commercially reasonable rates, in any of which cases
the cost thereof shall be included in Operating Expenses for the calendar
year in which the costs are incurred and subsequent calendar years, on a
straight-line basis, to the extent that such items are amortized over an
appropriate period, but not more than fifteen (15) years, with an interest
factor equal to two (2) percentage points above the rate then most recently
announced by Citibank,

N.A., New York, New York, or its successor as its corporate base lending
rate, which rate may change from time to time;

3. amounts received by Landlord through proceeds of insurance or any
other source to the extent they are compensation for sums previously included in
Operating Expenses hereunder;

4. cost of repairs or replacements incurred by reason of fire or
other casualty or condemnation to the extent Landlord is compensated therefor
(provided Landlord maintains the insurance required of Landlord hereunder);

5. advertising and promotional expenditures;

6. 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;

7. depreciation and amortization of the Building or any fixtures or
improvements thereon, except as provided above;

8. brokerage commissions;

9. Taxes;

10. the cost of electricity furnished to the Premises or any other
space leased to tenants, as reasonably estimated by Landlord;

11. refinancing costs, and mortgage interest and amortization
payments; and

12. ground rents

13. any costs incurred in the renovation, improvement or refurbishing
of the Building which are capital in nature, and any costs of a capital nature
including capital improvements, capital repairs, and capital tools as determined
under generally accepted accounting principles consistently applied;

14. expenses of Landlord in curing its defaults or performing work
expressly provided for in the Lease to be borne at Landlord's expense (including
work for other tenant(s) in the Building);

15. the costs of marketing and leasing the Building including leasing
commissions, advertising and other marketing costs, and legal, accounting and
other professional services relating to leasing in the Building; costs to
prepare space for occupancy by any tenants of the Building and for renovating,
planning, designing space for any tenants (including Tenant) pursuant to the
terms of a lease with such tenants or if otherwise at such tenants' expense.

16. Landlord's cost of electricity and other services sold to
tenants, including retail tenants, which services are not standard for the
Building or are not available to Tenant without the necessity of paying a
separate additional charge;

17. costs incurred by Landlord in exercising remedies against tenants
of the Building who violate terms of their leases;

18. sums paid by Landlord for any indemnity, damages, late charges,
penalties or interest for late payments;

19. any costs incurred to remedy defects in the Building structure or
systems;

20. any employee salaries and other compensation and/or health
benefits or other such benefits for the personnel of Landlord or allocable to
other buildings;

21. costs of goods or services furnished by entities affiliated with
Landlord to the extent such costs exceed commercially reasonable standards;

22. costs of Landlord's general overhead and general administrative
expenses (individual, partnership or corporate, as the case may be), which costs
would not be chargeable to operating expenses of the Building under generally
accepted accounting principles consistently applied;

23. payments of principal, interest, ground rent or any other
financing or refinancing costs on any mortgages, deeds of trust, ground leases
or other encumbrances, whether secured or unsecured on the Building, or any
penalties or late charges relating thereto;

24. costs incurred by Landlord for compliance with Legal Requirements
relating to asbestos and other hazardous substances in the Building; and

25. except as otherwise specifically set forth herein, any other
expenses that in accordance with generally accepted accounting principles
consistently applied would not be considered maintenance, repair, safety,
management, security or operation expenses.

If Landlord shall purchase any item of capital equipment or make any
capital expenditure which Landlord reasonably estimates has the effect of
reducing the expenses which would otherwise be included in Operating Expenses,
then the costs of such capital equipment or capital expenditure are to be
included in Operating Expenses for the calendar year in which the costs are
incurred and subsequent calendar years, on a straight-line basis, to the extent
that such items are amortized over such period of time as Landlord reasonably
estimates such savings or reductions in Operating Expenses are expected to equal
Landlord's costs for such capital equipment or capital expenditure, with an
interest factor equal to the Interest Rate at the time of Landlord's having made
said expenditure. If Landlord shall lease any items of capital equipment
designed to result in savings or reductions in expenses which would otherwise be
included in Operating Expenses, then the rentals and other costs paid pursuant
to such leasing shall be included in Operating Expenses for the calendar year in
which they were incurred.

If during all or part of any Escalation Year, including Landlord's
Base Operating Year, Landlord shall not furnish any particular item(s) of work
or service (which would otherwise constitute an Operating Expense hereunder) to
portions of the Building due to the fact that (i) such portions are not occupied
or leased, (ii) such item of work or service is not required or desired by the
tenant of such portion, (iii) such tenant is itself obtaining and providing such
item of work or service or (iv) for other reasons, then, for the purposes of
computing Operating Expenses, the amount for such item and for such period shall
be deemed to be increased by an amount equal to the additional costs and
expenses which would reasonably have been incurred during such period by
Landlord if it had at its own

xii

expense furnished such item of work or services to the greater of (i) 95% of
the rentable area in the Building or (ii) the number of square feet of
rentable area occupied by tenants in the Building during such period.

B. PAYMENTS - TAX ESCALATION (a) If Taxes payable in any
Tax Year shall exceed Landlord's Basic Tax Liability, Tenant shall pay as
Additional Rent an aggregate sum ("Tenant's Tax Payment") equal to Tenant's
Proportionate Share of the amount by which Taxes payable in such Tax Year
exceed Landlord's Basic Tax Liability. Tenant's Tax Payment shall be payable
in the same number of installments as Taxes are payable by Landlord and shall
be paid within twenty (20) days following rendition of a Landlord's Statement
which may not be issued more than thirty (30) days prior to the date upon
which the corresponding installment is due to the taxing authorities. If
there shall be any increase or decrease in Taxes for any Tax Year, whether
during or after such Tax Year, Landlord shall furnish a revised Landlord's
Statement(s) for such Tax Year and any payment thereunder shall be due and
payable within ten (10) days thereafter. Upon request of Tenant, Landlord
shall provide Tenant with a copy of the tax ▇▇▇▇ relating to the Landlord
Statement in question.

(b) If there shall be a decrease in Taxes in any Tax Year
(including any Tax Year falling wholly or partially within Landlord's Basic
Tax Liability), Landlord's Statement next following such decrease shall
include an adjustment for such Tax Year reflecting such decrease in Taxes
(less all costs and expenses, including counsel fees, incurred by Landlord in
connection with any application or proceeding to reduce such Taxes).

C. PAYMENTS - OPERATING ESCALATION. (a) During each
Escalation Year, Tenant shall pay a sum equal to Tenant's Proportionate Share
of the amount by which Operating Expenses for such Escalation Year exceed the
Operating Expenses for Landlord's Base Operating Year ("Tenant's Operating
Payment").

(b) Landlord may furnish to Tenant, prior to the
commencement of each Escalation Year, a written statement setting forth
Landlord's estimate of Tenant's Operating Payment for such calendar year, and
the method of calculation of Tenant's Operating Payment for such calendar
year, Tenant shall pay to Landlord on the first day of each month during such
calendar year an amount equal to one-twelfth (1/12th) of Landlord's estimate
of Tenant's Operating Payment for such calendar year, which estimate shall
not exceed 105% of Tenant's Operating Payment for the prior twelve month
period, unless Landlord shall provide reasonable evidence to support a higher
estimate. If, however, Landlord shall furnish any such estimate for a
calendar year subsequent to the commencement thereof, then (x) until the
first day of the month following the month in which such estimate is
furnished to Tenant, Tenant shall pay to Landlord on the first day of each
month an amount equal to the monthly sum payable by Tenant to Landlord under
this Section in respect of the last month of the preceding calendar year; (y)
promptly after such estimate is furnished to Tenant or together therewith,
Landlord shall give notice to Tenant stating whether the installments of
Tenant's Operating Payment previously made for such calendar year were
greater or less than the installments of the Tenant's Operating Payment to be
made for such calendar year in accordance with such estimate, and (i) if
there shall be a deficiency, Tenant shall pay the amount thereof within ten
(10) days after demand therefor, or (ii) if there shall have been an
overpayment, Landlord shall provide a credit to Tenant equal to the amount of
such excess against subsequent payments of Fixed Rent under this Lease; and
(z) on the first day of the month following the month in which such estimate
is furnished to Tenant, and monthly thereafter throughout the remainder of
such calendar year, Tenant

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shall pay to Landlord an amount equal to one-twelfth (1/12th) of Tenant's
Operating Payment shown on such estimate. Landlord may at any time or from
time to time furnish to Tenant a revised statement of Landlord's estimate of
Tenant's Operating Payment for such calendar year, based upon either of the
methods set forth in this Section for computing Tenant's Operating Payment;
and in such case, Tenant's Operating Payment for such calendar year shall be
adjusted and paid or refunded, as the case may be, substantially in the same
manner as provided in the preceding sentence.

(c) After the end of each calendar year Landlord shall
furnish to Tenant a Landlord's Statement for such calendar year, prepared in
accordance with generally accepted accounting principles consistently
applied, of Tenant's Operating Payment then in effect. The first Landlord's
Statement to be rendered hereunder shall also contain the method of
calculation for Landlord's Base Operating Year. Each such year end Landlord's
Statement for any calendar year in which Tenant's Operating Payment is due
shall be accompanied by a computation of Operating Expenses for the Building
prepared by an independent certified public accountant designated by Landlord
from which Landlord shall make the computation of Operating Expenses
hereunder. If the Landlord's Statement shall show that the sums paid by
Tenant under this Section exceeded Tenant's Operating Payment paid by Tenant
for such calendar year, Landlord shall provide a credit to Tenant equal to
the amount of such excess against subsequent payments of Fixed Rent under
this Lease; and if the Landlord's Statement for such calendar year shall show
that the sums so paid by Tenant were less than Tenant's Operating Payment
paid by Tenant for such calendar year, Tenant shall pay the amount of such
deficiency within ten (10) days after demand therefor.

(d) Upon reasonable notice to Landlord and not more often
than once per annum, Tenant's chief financial officer or other officers or
certified public accountants may audit the books and records of Landlord
pertaining to Operating Expenses then being disputed at such time and place
in the City of New York as Landlord may designate, provided that Tenant shall
keep in confidence all information obtained from such audit. Any such audit
shall be conducted by Tenant at its sole cost and expense.

D. Any Additional Rent under this Article for the calendar
year in which the Commencement Date or Expiration Date shall occur shall be
justly apportioned. In no event shall Fixed Rent ever be reduced by operation
of this Article.

E. Landlord's Statement shall be rendered to Tenant in
accordance with the provisions of Article 51 of this Lease. Landlord's
failure to render Landlord's Statements with respect to any such increase in
Taxes or Operating Expenses during any Tax Year or Operating Year shall not
prejudice Landlord's right to render a Landlord's Statement with respect
thereto or subsequently. The obligations of Landlord and Tenant under the
provisions of this Article shall survive for a period of two years following
the expiration of the applicable Tax Year or Escalation Year, as the case may
be.

F. Each Landlord's Statement shall be conclusive and
binding upon Tenant unless within one hundred eighty (180) days after receipt
of such Landlord's Statement Tenant shall notify Landlord that it disputes
the correctness of Landlord's Statement. Pending the determination of any
such dispute by agreement or otherwise, Tenant shall pay Additional Rent in
accordance with the applicable Landlord's Statement, and such payment shall
be without prejudice to Tenant's position. If Landlord and Tenant cannot
resolve such dispute within a reasonable period of time, then either party
may submit such dispute to arbitration in New York City in accordance with the

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then prevailing rules and regulations of the American Arbitration Association
(or successor thereto) and the ruling of the arbitrator appointed shall be
final and binding upon the parties hereto and shall be enforceable by a court
of competent jurisdiction. Landlord shall pay the fees of any arbitrator
appointed by Landlord, and Tenant shall pay the fees of any arbitrator
appointed by Tenant. The fees of the third arbitrator (if any) shall be paid
in equal shares by Landlord and Tenant. Landlord and Tenant shall each have
the right to appear and be represented by counsel before said arbitrators and
to submit such data and memoranda in support of their respective positions in
the matter in dispute as may be reasonably necessary or appropriate in the
circumstances; it being agreed that if a dispute as to whether such data or
memoranda are reasonable arises, a majority of the Arbitrators are hereby
authorized to resolve same.

HVAC:

39. A. AIR CONDITIONING OF PREMISES. 1. Landlord shall furnish
and distribute to that portion of the ninth floor comprising the Premises,
through the air conditioning unit presently existing therein (the "AC Unit"),
conditioned air on a seasonal basis from 8:00 A.M. to 6:00 P.M. on business
days and from 8:00 A.M. to 1:00 P.M. on Saturdays (collectively, "business
hours"), and shall furnish and install on the eighth floor comprising the
Premises, as part of Landlord's Work, air-cooled air conditioning units (the
"Air-cooled A/C Unit") (the Air-cooled A/C Units together with the A/C Unit
are collectively referred to as the "AC Units"), provided that the cost of
electricity consumed by the AC Units shall be borne by Tenant and,
accordingly, shall be measured by the electric meter serving the Premises,
and paid for pursuant to Article 41 hereof. Tenant acknowledges that Landlord
shall install a separate meter on the ninth floor solely to measure the
electricity consumed by the AC Unit (which AC Unit Tenant acknowledges serves
the entire ninth floor). Accordingly, Tenant shall pay to Landlord its pro
rata share of such electric charges as measured by such meter, which charges
shall be due within twenty (20) days following rendition of a ▇▇▇▇ therefor,
as Additional Rent. Landlord agrees to read the meter prior to usage of the
AC Unit by any tenant (including Tenant) on the ninth floor requesting
overtime airconditioning service. Tenant shall not be responsible for any
portion of such overtime air-conditioning charges relating to other tenants.
Tenant, at its sole cost and expense, shall have the right to install a
heating coil within any of the Air-cooled A/C Units. Tenant further agrees to
operate the AC Units in accordance with their design criteria unless a
recognized energy conservation law promulgated by any Federal, State, City or
other governmental or quasi-governmental bureau, board, department, agency,
office, commission or other subdivision thereof shall provide for any
reduction in operations below said design criteria in which case such
equipment shall be operated so as to provide reduced service in accordance
with such law.

2. Tenant shall promptly notify Landlord of any damage to,
or malfunction of, the AC Units. Tenant shall be responsible for the repair,
replacement and maintenance of the Air-cooled A/C Unit and Landlord shall be
responsible for the repair, replacement and maintenance of the AC Unit,
except that if the need therefor arises as a result of the negligence or
misuse by Tenant or Tenant's Agents, the same shall be repaired or replaced
by Landlord at Tenant's expense and Tenant shall pay the same to Landlord,
within twenty (20) days, as Additional Rent. Tenant agrees to keep in force
during the Term, a maintenance contract for the Air-cooled A/C Unit, using a
maintenance company first approved by Landlord, which approval shall not be
unreasonably withheld or delayed.

3. The air conditioning and heating system shall provide
inside temperature of 75 degrees dry bulb, when outside temperature is 95
degrees dry bulb and 75 degrees wet bulb, and inside temperature of 72
degrees dry bulb when outside temperature is 5 degrees dry bulb
Notwithstanding the foregoing provisions of this Section, Landlord shall not
be responsible if the normal operation of the AC Units shall fail to provide
conditioned air in accordance with such specifications in any portion of the
Premises (a) which shall have an average demand load exceeding 6.0 ▇▇▇▇▇ per
square foot of rentable area for all purposes (including lighting and power
in the Premises but excluding that required for standard air conditioning) or
which shall have a human occupancy factor in excess of one (1) person per one
hundred (100) square feet of usable area, or (b) because of any rearrangement
of partitioning or other improvement made or performed by or on behalf of
Tenant or any person claiming through or under Tenant. Whenever the AC Unit
is in operation, Tenant agrees to cause all windows in the Premises to be
kept closed. Tenant shall cooperate fully with Landlord at all times and
abide by all regulations and requirements which Landlord may reasonably
prescribe for the proper functioning and protection of the AC Units.

4. If Tenant shall require conditioned air for the AC Unit
other than during 8:00 A.M. to 6:00 P.M. on business days and 8:00 A.M. to
1:00 P.M. on Saturdays ("after hours"), Landlord shall furnish conditioned
air upon advance notice from Tenant, given before 1:00 P.M. on any business
day, or by 1:00 P.M. on the Friday preceding any requested after hours
weekend service and Tenant shall pay Landlord's then established charges
therefor on Landlord's demand, as Additional Rent.

5. Subject to the provisions of Articles 3 and 52 hereof,
Tenant shall have the right to install, at Tenant's sole cost and expense, a
supplemental air-cooled air-conditioning unit (the "Supplemental Unit"), to
be located within the ninth (9th) floor portion of the Premises, which
Supplemental Unit may be vented from the most easterly window of the Premises
on the ▇▇▇▇ ▇▇▇▇▇▇ side of the Building. Landlord hereby agrees that Tenant
shall not be required to remove the Supplemental Unit upon the expiration of
this Lease.

B. HEATING. 1. Landlord shall furnish and distribute to the
Premises through the Building heating system, which shall include, as part of
Landlord's Work, a cast iron radiator at each perimeter window, in accordance
with the foregoing specifications on a seasonal basis, from 8:00 A.M. to 6:00
P.M. on business days and from 8:00 A.M. to 1:00 P.M. on Saturdays. Landlord
and Tenant further agree to operate the heating equipment in accordance with
their design criteria unless otherwise required by any Legal Requirements.

2. If Tenant shall require heating services other than
during 8:00 A.M. to 6:00 P.M. on business days and 8:00 A.M. to 1:00 P.M. on
Saturdays ("after hours"), Landlord shall furnish after hours heating service
upon advance notice from Tenant, given before 1:00 P.M. on any business day,
or by 1:00 P.M. on the Friday preceding any requested after hours weekend
service and Tenant shall pay Landlord's then established charges therefor
upon Landlord's demand, as Additional Rent.

3. Notwithstanding the foregoing, Landlord shall not be
responsible if the normal operation of the Building heating system shall fail
to provide heat in accordance with the foregoing specifications in any
portion of the Premises because of any rearrangement of partitioning or other
improvements made or performed by or on behalf of Tenant or any person
claiming through or under Tenant.

xvi

CLEANING/MISCELLANEOUS SERVICES:

40. A. CLEANING. Landlord shall furnish, at Landlord's
expense, the services of a licensed cleaning service to provide
Building-standard cleaning services to Tenant, in accordance with the
cleaning specifications set forth on Exhibit D hereto. Landlord reserves the
right to change cleaning contractors and to change or substitute such
service. If Tenant desires additional or other cleaning or janitorial
services in excess of those set forth on Exhibit D, Tenant agrees to use the
contractors approved by Landlord to provide cleaning or exterminating
services in the Building or contractor or contractors approved in advance for
any waxing, polishing, window cleaning and other maintenance work in the
Premises and/or with respect to Tenant's personal property therein.
Notwithstanding the foregoing, if the fees of the cleaning contractor
selected by Tenant (which cleaning contractor shall be comparable in size and
type to Landlord's contractor) shall be at least five (5%) percent less than
those of Landlord's cleaning contractor, then Landlord's consent to the
selection of Tenant's contractor shall not be unreasonably withheld or
delayed. Subject to the provisions of the previous sentence, Landlord
approves the use by Tenant, as of the date hereof, of ▇▇▇▇▇▇▇▇▇ Industries,
▇▇▇▇▇▇▇ Building Services, and Initial Cleaning Services. Tenant agrees that
it shall not employ any other cleaning or other maintenance contractor nor
any individual, firm, or organization for such purpose without Landlord's
prior written consent. The foregoing shall not preclude Tenant or its
employees from performing any of the foregoing work.

2. If Tenant is permitted hereunder to and does have a
separate area for the storage, preparation, service or consumption of food or
beverages in the Premises, Tenant, at Tenant's expense, shall cause all
portions of the Premises so used to be cleaned daily in a manner satisfactory
to Landlord, and to be exterminated against infestation by vermin, roaches or
rodents regularly and, in addition, whenever there shall be evidence of any
infestation.

3. Tenant shall pay to Landlord on demand Landlord's
Building standard charges for removal from the Premises and the Building of
(i) so much of any refuse and rubbish of Tenant as shall exceed that normally
accumulated daily in the routine of ordinary business office occupancy and
(ii) all of the refuse and rubbish of Tenant's machines and of any eating
facilities requiring special handling.

B. ELEVATORS. 1. Landlord shall provide, at no cost to
Tenant, passenger elevator service in accordance with Article 28(a) hereof.

2. Tenant shall have access to the freight elevators
servicing the Premises on a first come, first served basis during business
hours on Monday through Friday at no charge.

3. In connection with the performance by Tenant of Tenant's
Work (hereinafter defined) to prepare the Premises for Tenant's initial
occupancy, Landlord shall provide Tenant, at no charge, with ten hours per
week of dedicated freight elevator use on Mondays through Fridays during
business hours only.

C. BUILDING SECURITY. Landlord shall cause there to be an
attendant in the Building twenty-four (24) hours a day, seven days per week.

D. ACCESS. Tenant shall have access to the Premises
twenty-four (24) hours a day, seven (7) days a week, subject to

xvii

the reasonable security procedures of Landlord and the rules and regulations
for the Building.

E. LIFE SAFETY. Landlord shall comply with Legal
Requirements with respect to life safety requirements.

F. DIRECTORY LISTINGS. Tenant shall be entitled to receive
not less than fifteen (15) listings on the Building Directory. The initial
listings to be made hereunder shall be free of charge.

a. WINDOW CLEANING Landlord shall cause the interior and
exterior windows of the Premises to be cleaned at least three (3) times per
annum, at such times as Landlord shall elect.

ELECTRICITY:

41. (a) Electric energy shall be supplied to the Premises
on a submetering basis. If and so long as Landlord provides electricity to
the Premises on such basis, Tenant covenants and agrees to purchase the same
from Landlord or Landlord's designated agent at a base rate consisting of the
charges, terms and rates for like quantities and character of service in the
Consolidated Edison service classification in effect at the time said service
is used and under which the Landlord purchases service, plus a four and
one-half (4 1/2%) percent surcharge relating to administrative and overhead
expenses of Landlord in connection therewith. Landlord shall install and
maintain the meters in good working order, at Landlord's expense, except that
the cost of any repair, replacement or maintenance of the meters shall be
borne by Tenant if the need therefor arises as a result of the negligence of
Tenant or Tenant's Agents and shall be paid to Landlord, upon demand, as
Additional Rent. Where more than one meter measures the service of Tenant in
the Building, the service rendered through each meter may be computed and
billed separately in accordance with the rates herein. Bills therefor shall
be rendered at such times as Landlord may elect and the amount, as computed
from a meter, shall be deemed to be paid, and be paid as Additional Rent. If
any tax is imposed upon Landlord's receipt from the sale or resale of
electric energy or gas or telephone service to Tenant by any Federal, State
or municipal authority, Tenant covenants and agrees that, where permitted by
law, Tenant's Proportionate Share of such taxes shall be passed on to, and
included in the ▇▇▇▇ of, and paid by Tenant to Landlord.

(b) Subject to the representation in the succeeding
sentence, Tenant's use of electric current in the Premises shall not at any
time exceed the capacity of any of the electrical conductors, feeders or
risers and equipment in the Building or otherwise serving the Premises.
Landlord represents that the electrical risers serving the Premises shall be
capable of accommodating six (6.0) ▇▇▇▇▇ per rentable square foot demand
load, exclusive of that required for a 45 ton air-conditioning unit and
ventilation, with respect to the eighth floor comprising the Premises, and
exclusive of that required for standard air-conditioning, with respect to the
ninth floor comprising the Premises. In order to insure that such capacity is
not exceeded and to avert possible adverse effect upon the Building electric
service, Tenant shall not, without Landlord's prior written consent in each
instance, which consent shall not be unreasonably withheld or delayed,
connect any additional fixtures, appliances or equipment (other than lamps,
typewriters, personal computers, data terminals and similar office machines)
to the Building electric distribution system or make any alteration or
addition to the electric system of the Premises existing upon the
Commencement Date. Should Landlord grant such consent, Tenant shall pay for
all additional risers, or other equipment required

xviii

therefor, which shall be installed by Landlord, as well as for the cost to
bring additional power to the Building electric distribution system, if
necessary, and of any additional switches to such Building electric
distribution system or other equipment necessary for the distribution of such
additional power, which costs shall be paid by Tenant upon Landlord's demand.
Landlord shall not be liable in any way to Tenant for any failure or defect
in the supply or character of electric current distributed to the Premises or
for any loss or damage or expense which Tenant may sustain or incur if either
the said supply or character of electric current either fails or changes or
is no longer available for Tenant's requirements, unless such failure is due
to the gross negligence or willful misconduct of Landlord. Tenant shall
purchase and install all lighting tubes, lamps, and bulbs used in the
Premises.

(c) If required by reason of law, Landlord shall have
the right to discontinue the distribution of electric current to Tenant in
the Premises at any time upon not less than thirty (30) days' written notice
to Tenant, provided contemporaneously therewith Landlord also discontinues
distributing electric current to at least eighty (80%) percent of the tenants
in the Building to whom Landlord shall then be providing such service. If
Landlord exercises such right of termination, this Lease shall continue in
full force and effect and shall be unaffected thereby except that Tenant's
liability for the portion of Fixed Rent for Landlord's supplying of
electricity as an additional service shall terminate as of the date of
discontinuance of the supplying of electric current. If Landlord so
discontinues distributing electric current to Tenant, Tenant shall make
application directly to the public utility corporation serving the area in
which the Building is located and Landlord shall permit its wires and
conduits, to the extent available and safely capable, to be used for such
purpose without charge, but any additional equipment or connections required
by said utility company shall be installed at Tenant's sole cost and expense.
Landlord hereby agrees that it shall not discontinue furnishing electricity
as provided above until Tenant shall have made its own arrangements with the
public utility to continue to supply electricity to the Premises, provided
Tenant shall diligently pursue obtaining said direct electricity.

(d) In the event that the electrical usage of Tenant
results in a surcharge in the payment of electric current for the area
occupied by Tenant pursuant to the schedules and rates of the public utility
supplying same, Tenant shall pay the amount of said surcharge to Landlord as
Additional Rent within twenty (20) days after bills for same are rendered to
Tenant.

DESIGNATED SUPPLIERS:

42. A. Only persons or firms authorized in writing by
Landlord shall be permitted to furnish bootblacking, plant care, food and
beverages, ice and other similar supplies and maintenance and other services
to tenants and occupants of the Building. Landlord may fix, in its absolute
discretion, at any time and from time to time, the hours during which and the
regulations under which such supplies and services are to be furnished.
Landlord expressly reserves the right to act as or to designate, at any time
and from time to time, an exclusive supplier of all or any one or more of
such supplies and services, provided that the quality thereof and the charges
therefor are reasonably comparable to that of other suppliers, and Landlord
expressly reserves the right to exclude from the Building any person, firm or
corporation attempting to furnish any of such supplies or services, but not
so designated by Landlord. However, Tenant and its regular office employees
may personally bring food

xvix

or beverages into the Building for consumption within the Premises solely by
Tenant, its regular office employees and invitees. In all events, all food and
beverages shall be carried in closed containers.

B. Only persons or firms approved in writing by Landlord,
which consent shall not be unreasonably withheld or delayed, shall be permitted
to act as contractor or subcontractor for any work to be performed in accordance
with Article 3 of this Lease; provided, however, that only Landlord or any one
or more persons, firms or corporations approved in writing by Landlord, which
approval may be withheld in Landlord's sole discretion, shall be permitted to
perform such work in or on the electrical and life safety systems of the
Building. Upon request of Tenant, Landlord shall provide a list of at least
three (3) approved reputable independent contractors for each of such trades,
except for life safety for which Landlord will provide one independent reputable
contractor. In the event Tenant shall employ any contractor permitted by this
Section, such contractor and any subcontractor shall agree to employ only such
materials and such labor as will not result in labor disputes, strikes or
jurisdictional disputes with other contractors, mechanics, or laborers engaged
by Tenant, Landlord or others. Tenant, upon demand of Landlord, shall cause all
materials, contractors, mechanics or laborers causing such difficulty, strike or
dispute to leave or be removed from the Building immediately. Tenant will inform
Landlord in writing of the names of any contractor or subcontractor Tenant
proposes to use in the Premises at least ten (10) days prior to the beginning of
work by such contractor or subcontractor. During the performance by Tenant of
any Alterations, and subject to the rules and regulations of the Building
relating thereto, Tenant's contractors shall have unimpeded access to the
Premises.

BROKERAGE:

43. Landlord and Tenant represent to each other that in the
negotiation of this Lease neither has dealt with any broker or brokers other
than ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Inc. and Newmark & Company Real Estate, Inc. Tenant
and Landlord hereby agree to indemnify and hold the other harmless from and
against any and all claims, liabilities, suits, costs and expenses including
reasonable attorneys' fees and disbursements arising out of any inaccuracy or
alleged inaccuracy of the above representation. Landlord shall have no liability
for any brokerage commissions arising out of a sublease or assignment by Tenant.
The provisions of this Article shall survive the expiration or sooner
termination of this Lease. Landlord shall pay to said brokers any commission
which may be due to them pursuant to the terms of separate agreements.

SUBLETTING AND ASSIGNMENT:

44. A. If Tenant desires to assign this Lease or sublet the
demised premises in whole or in part, Tenant shall submit to Landlord a written
request for Landlord's consent to such assignment or subletting, which request
shall contain or be accompanied by the following information: (i) the name and
address of the proposed assignee or subtenant; (ii) the terms and conditions of
the proposed assignment or subletting; (iii) the nature and character of the
business of the proposed assignee or subtenant and of its proposed use of the
demised premises; (iv) current financial information; (v) a description of the
proposed sublet space; and (vi) any other information as Landlord may reasonably
request with respect to the proposed assignee or subtenant, which request shall
be made within ten (10) days following Landlords receipt of the initial
information. If the

proposed transaction is an assignment of the Lease (other than an assignment or
sublease pursuant to section 44G hereof) or a sublease for all or substantially
all of the Premises for all or substantially all of the Term, Landlord shall
have the option, to be exercised by notice given to Tenant within thirty (30)
days after the later of (a) receipt of Tenant's request for consent or (b)
receipt of such further information as Landlord may reasonably request pursuant
to clause (v) above either (x) to require a surrender of the Premises as of a
date to be specified in said notice (the "Termination Date") which shall be not
earlier than one (1) day before the effective date of the proposed assignment or
subletting or later than thirty-one (31) days after said effective date, in
which event Tenant shall vacate and surrender the demised premises on or before
the Termination Date and the term of this Lease shall end on the Termination
Date as if that were the Expiration Date, or (y) if the proposed transaction
(the "Transaction") is a sublease, to obtain a sublet from Tenant of the
Premises, including Tenant's leasehold improvements therein, upon the terms and
conditions hereinafter set forth as of a date to be specified in said notice
(the "Leaseback Date") which shall be not earlier than one (1) day before the
effective date of the proposed subletting or later than thirty-one (31) days
after said effective date, in which event Tenant shall deliver possession of the
Premises to Landlord on or before the Leaseback Date.

B. (a) If Landlord shall exercise its option, pursuant to
Section A above to lease back the demised premises, together with all leasehold
improvements made by Tenant therein (herein collectively called the "Leaseback
Area"), Tenant shall be deemed automatically to have subleased the Leaseback
Area to Landlord (herein sometimes called "Backleasing" or "Backlease") for the
remaining balance of the term (the "Backlease Term") at a rental rate equal to
the lesser of the Fixed Rent and Additional Rent under this Lease or the rate
under the Transaction, and otherwise on the same terms, covenants and conditions
as are provided in this Lease, except such as by their nature or purport are
inapplicable or inappropriate to such Backleasing or are inconsistent with the
further provisions of the following subsections, which shall be deemed to be
part of the terms, covenants and conditions of such Backleasing. In addition,
provided Tenant shall not be in default hereunder beyond the expiration of any
applicable grace periods, Landlord shall pay to Tenant, as and when the same
would have become due under the Transaction, fifty (50%) percent of any fixed
rent and additional rent to be paid pursuant to the Transaction in excess of the
Fixed Rent and Additional Rent payable by Tenant hereunder, after first
deducting therefrom the Sublet Expenses (hereinafter defined) which would have
been incurred by Tenant in connection with the Transaction, which Sublet
Expenses shall be deducted from the first monies which would have been collected
by Tenant pursuant to the Transaction.

(b) Landlord may, without Tenant's permission or consent,
underlet the Leaseback Area in whole or in part to any person or entity,
including Tenant's proposed subtenant, for any period or periods of time on such
terms and conditions as Landlord shall determine. The Backlease may be assigned
by Landlord without Tenant's consent. Tenant shall not be responsible for
furnishing to the Leaseback Area or the occupants thereof any services, but
shall only make available that which it receives from Landlord. Tenant shall
furnish to Landlord or its assignee or sub-subtenant under the Backlease any
consents or approvals requested under the Backlease so long as (a) Landlord
furnishes such consents or approvals to Tenant and (b) Tenant incurs no expense
by reason of any such consent or approval. Landlord shall indemnify and hold
Tenant harmless from and against all loss, cost and expense (including
reasonable attorneys' fees) which Tenant actually incurs arising from such
Backleasing. In

xxi

addition, Landlord hereby agrees that a default by the tenant under the
Backlease shall in no event be deemed a default by Tenant hereunder. Landlord
and Tenant expressly negate any intention that any estate created by or under
the Backlease shall be merged with any other estate held by either of them. At
the request of either party, Landlord and Tenant shall mutually execute,
acknowledge and deliver an instrument or instruments of sublease and/or
assignment to confirm the demise, terms, conditions and other provisions of the
Backleasing.

C. If Landlord shall not exercise any of its options under
Section A above, or if the proposed sublease shall be for less than all or
substantially all of the Premises for less than all or substantially all of the
Term, then Landlord shall not unreasonably withhold or delay its consent to the
proposed assignment or subletting referred to in Tenant's notice given pursuant
to Section A above, provided that the following further conditions shall be
fulfilled:

(a) there shall be no advertisement or public communication
of any kind whatever relating to the proposed assignment or subletting which
mentions or refers to a rental rate (but Tenant may negotiate or consummate a
sublease at a lesser rate of rent) or to any other matter which directly or
indirectly might adversely reflect on the dignity or prestige of the Building,
it being agreed that listing the Premises with a broker shall not be deemed an
advertisement or public communication;

(b) the Lease shall not be assigned, and no space shall be
sublet to another tenant, or to a related corporation of any other tenant or to
any other occupant of the Building, if Landlord shall then have comparable space
in the Building available for rent;

(c) in the case of a subletting, the subletting shall be
expressly subject to all of the provisions of this Lease and the obligations of
Tenant hereunder and, without limiting the generality of the foregoing, the
sublease shall impose at least the same restrictions and conditions with respect
to use as are contained in Article 2 and shall include the following language:

"To induce Landlord to consent to this Sublease, Sublessee agrees that
if Landlord shall recover or come into possession of the Premises before the
expiration of the Master Lease, Landlord shall have the right to take over this
Sublease and to have it become a direct lease with Landlord in which case
Landlord shall succeed to all the rights of Sublessor hereunder. This Sublease
shall be subject to the condition that, notwithstanding anything to the contrary
in this Sublease, from and after the termination of the Master Lease, Sublessee
shall waive any right to surrender possession or to terminate this Sublease and,
at Landlord's election, Sublessee shall be bound to Landlord for the balance of
the term hereof and shall attorn to and recognize Landlord, as its landlord,
under all of the then executory terms of this Sublease, except that Landlord
shall not (i) be liable for any previous act, omission or negligence of
Sublessor, (ii) be subject to any counterclaim, defense or offset not expressly
provided for in this Sublease, which theretofore accrued to Sublessee, (iii) be
bound by any modification or amendment of this Sublease or by any prepayment of
more than one month's rent and additional rent which shall be payable as
provided in this Sublease, unless such modification or prepayment shall have
been approved in writing by Landlord, or (iv) be obligated to perform any
repairs or other work in the Premises beyond Landlord's obligations under the
Master Lease. Sublessee shall execute and deliver to Landlord any

xxii

instruments Landlord may reasonably request to evidence and confirm such
attornment. Sublessee shall be deemed to have given a waiver of subrogation of
the type provided for in the Master Lease."

(d) any subletting will result in there being no more than
two (2) occupants on the eighth (8th) floor of the Premises and one (l) occupant
on the ninth (9th) floor of the Premises;

(e) the proposed assignee or subtenant shall not be a
person then negotiating with Landlord for the rental of any similar space in the
Building;

(f) Landlord shall be furnished with a duplicate original
of the sublease or assignment within ten (10) days after the date of its
execution;

(g) except with respect to an assignment or sublease
pursuant to Section 44G herein, Tenant shall pay to Landlord as Additional Rent
when received by Tenant, a sum equal to 50% of (x) any fixed rent and additional
rent or other consideration paid to Tenant by any assignee or subtenant which is
in excess of the Fixed Rent and Additional Rent then being paid by Tenant to
Landlord pursuant to the terms hereof, after first deducting therefrom the
reasonable and customary costs for brokerage, attorney, and advertising fees,
the cost of work to prepare the Premises for such sublessee, and any taxes
contemplated by Section 44H hereof (collectively, the "Sublet Expenses"), which
Sublet Expenses may be deducted from the first monies collected by Tenant prior
to paying Landlord its share of the net profits; and (y) any other profit or
gain realized by Tenant from any such assignment or subletting;

(h) there shall be no default by Tenant under this Lease
beyond the expiration of any applicable notice and/or grace period when
Landlord's consent to any such assignment or subletting is requested or upon the
commencement of the term of any such proposed assignment or sublease;

(i) the proposed assignee or sublessee is engaged in a
business, and shall use the Premises, in a manner which is in keeping with the
standards of the Building and its other tenancies;

(j) the proposed assignee or sublessee is a reputable
person or entity of good character and with sufficient financial worth as
reasonably determined by Landlord and Landlord has been furnished with
reasonable proof thereof;

(k) Tenant shall pay all of Landlord's reasonable
out-of-pocket costs and expenses in connection with such assignment or
subletting, including without limitation, costs of making investigations as
to the acceptability of a proposed subtenant or assignee; and

(l) Tenant shall confirm that Tenant's surrender
obligations under this Lease shall include restoring the eighth floor of the
Premises to a single tenanted floor, in substantially the same condition and
design existing prior to its conversion to a multitenanted floor.

D. No assignment of this Lease shall be binding upon
Landlord unless Tenant shall deliver to Landlord (a) a duplicate original
instrument of assignment in form and substance satisfactory to Landlord, duly
executed by Tenant, and (b) an agreement, in form and substance satisfactory to
Landlord, duly executed by the assignee, whereby the assignee shall
unconditionally assume observance and performance of all of the terms and

xxiii

conditions of this Lease on Tenant's part to be observed or performed.

E. If this Lease be assigned, whether or not in violation
of the terms of this Lease, Landlord may collect rent from the assignee. If the
demised premises or any part thereof be sublet or be used or occupied by anybody
other than Tenant, whether or not in violation of this Lease, Landlord may,
after default by Tenant and expiration of Tenant's time to cure such default, if
any, collect rent from the subtenant or occupant. In either event, Landlord may
apply the net amount collected to the rent herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of any
of the provisions of Article 11 or this Article, or the acceptance of the
assignee, subtenant or occupant as a tenant, or a release of Tenant from the
further performance by Tenant of Tenant's obligations under this Lease. The
consent by Landlord to an assignment, transfer, encumbering or subletting
pursuant to any provision of this Lease shall not in any way be considered to
relieve Tenant from obtaining the express prior consent of Landlord to any other
or further assignment, transfer, encumbering or subletting. The listing of any
name other than that of Tenant on any door of the demised premises or on any
directory or in any elevator in the Building, or otherwise, shall not operate to
vest in the person so named any right or interest in this Lease or the demised
premises. Tenant agrees to pay Landlord's reasonable attorneys' fees and
disbursements in connection with any proposed assignment of this Lease or any
proposed subletting of the demised premises or any part thereof, not to exceed
the sum of $1,000.00 in each instance. Neither any assignment of this Lease nor
any subletting, occupancy or use of the demised premises or any part thereof by
any person other than Tenant, nor any collection of rent by Landlord from any
person other than Tenant nor any application of any such rent as provided in
this Article shall, under any circumstances, relieve, impair, release or
discharge Tenant of its obligations fully to perform the terms of this Lease on
Tenant's part to be performed.

F. Subject to the provisions of Paragraph G hereof, (i) a
transfer (however accomplished, whether in a single transaction or in a series
of unrelated transactions) of stock (or any other mechanism such as the issuance
of additional stock, a stock voting agreement, or changes in class or classes of
stock) which results in a change of control of Tenant (or any subtenant), and
(ii) a transfer (by one or more transfers) of an interest in the distributions
of profits and losses of any partnership or joint venture (or any other
mechanism such as the creation of additional general partnership or limited
partnership interests) which results in a change of control of Tenant (or any
subtenant) shall be deemed an assignment of this Lease. For purposes of this
Article 44, the term "control" shall mean, (l) ownership or voting control,
directly or indirectly, of more than fifty (50%) percent of the outstanding
voting stock of a corporation or other majority equity interest if Tenant is not
a corporation, or (2) an interest which includes the ability to control the
management of the applicable entity, including without limitation, a general
partner interest.

G. Provided Tenant is not in default hereunder beyond the
expiration of any applicable notice and/or grace period, Tenant may, without
obtaining Landlord's consent:

(a) assign or transfer this Lease to a corporation or other
entity into which Tenant shall be merged or consolidated (a "successor entity"),
an entity which acquires all or substantially all of the assets, stock, or other
equity interest of Tenant (an "acquiring entity"), or an entity which controls,
is controlled by, or is under common control with Tenant (a "related entity"),

xxiv

(b) sublet the Premises of portion thereof to a related
entity; or

(c) permit a related entity to occupy any portion of the
Premises; provided that in all such cases: (i) Tenant shall not be in default
hereunder at the time of such sublet or assignment; (ii) the principal purpose
of such transfer or acquisition is not the acquisition of Tenant's interest in
this Lease and is not made to circumvent the provisions of this Article; (iii)
in the case of an assignment to a successor entity or acquiring entity, such
successor entity or acquiring entity has a net worth immediately following such
merger or acquisition computed in accordance with generally accepted accounting
principles at least equal to $5,000,000, it being agreed that if the net worth
of such successor or acquiring entity shall be less than $5,000,000, such
assignment or transfer shall be permitted provided Landlord shall have as
security hereunder, an amount equal to nine (9) months of the Fixed Rent payable
hereunder at the time of such assignment or transfer; (iv) in the case of an
assignment or subletting to a related entity, the rights granted to Tenant
pursuant to this Section G shall be for only so long as such assignee or
sublessee shall remain a related entity and at such time as such assignee or
sublessee shall no longer be a related entity the rights accorded to Tenant by
this Section G shall not apply and Tenant shall promptly comply with all of the
terms and conditions of this Article 44 with respect to such assignment or
subletting; (v) Landlord shall have been delivered, at least ten (10) days prior
to the effective date of such assignment or subletting, (l) in the case of an
assignment to a successor entity or acquiring entity, proof reasonably
satisfactory to Landlord of the net worth of such assignee or sublessee, or (2)
in the case of an assignment or subletting to a related entity, proof reasonably
satisfactory to Landlord that such assignee or sublessee is a related entity;
(vi) Landlord shall have been delivered, at least ten (10) days prior to the
effective date of such assignment or subletting, a duplicate original of the
assignment or sublease instrument; (vii) in the event of an assignment, Landlord
shall have been delivered, at least ten (10) days prior to the effective date of
such assignment, an instrument in form and substance satisfactory to Landlord,
duly execued by the assignee, in which such assignee assumes (as of the date of
such assignment) observance of and performance of, and agrees to be personally
bound by, all of the terms, covenants and conditions of this Lease on Tenant's
part to be performed; (viii) in the event of a subletting, Landlord shall have
received, at least ten (10) days prior to the effective date of such subletting,
an instrument in form and substance satisfactory to Landlord, duly executed by
the sublessee, in which such sublessee agrees that in the event of a termination
of this Lease, such sublessee shall, at Landlord's election, attorn to Landlord
upon all of the terms and conditions of this Lease or, at Landlord's election,
enter into a new lease with Landlord upon all of the then executory terms and
conditions of this Lease with respect to the premises so subleased; and (ix)
Landlord shall have received, at least ten (10) days prior to the effective date
of such assignment or subletting, an instrument in form and substance acceptable
to Landlord, duly executed by such assignee or sublessee, in which such assignee
or sublessee consents to the exclusive jurisdiction of the courts of New York
State and the Federal courts located in the County of New York, State of New
York.

H. If required by applicable law, Tenant shall complete,
swear to and file any questionnaires, tax returns, affidavits or other
documentation which may be required to be filed (a) with the New York State
Department of Taxation and Finance in connection with Article 31-B of the Tax
Law of the

xxv

State of New York, (b) with the Commissioner of Finance of the City of New York
in connection with the New York City Real Property Transfer Tax and (c) with the
appropriate governmental agency in connection with any other tax which may now
or hereafter be in effect. Tenant further agrees to pay any amounts which may be
assessed in connection with any of such taxes and to indemnify Landlord against
and to hold Landlord harmless from any claims for payment of such taxes. The
provisions of this paragraph shall survive the expiration or sooner termination
of this Lease.

I. The provisions of this Article 44 (other than Section
44G) shall apply to permitted subtenants and assignees hereunder.

J. In connection with a sublease for the entire Premises
or for all of the eighth (8th) floor comprising the Premises, in either case for
the balance of the Term, which is consented to by Landlord, Landlord, upon
Tenant's request, shall, at Tenant's expense, furnish the sublessee under such
sublease with a recognition and non-disturbance agreement, in form and substance
reasonably acceptable to Landlord, pursuant to which Landlord, upon a
termination of this Lease, shall recognize the tenancy of such sublessee upon
all the terms and provisions of this Lease and not such sublease and at the
greater of (i) the fixed rent and additional rent under such sublease and (ii)
the Fixed Rent and Additional Rent payable hereunder; PROVIDED, HOWEVER, that
such subtenant shall deposit with Landlord as security an amount to be
reasonably determined by Landlord based upon the net worth of such subtenant at
the time of the attornment, and provided such sublessee then attorns to
Landlord.

ESTOPPEL
CERTIFICATE:

45. (a) Tenant shall at any time and from time to time upon not
less than ten (10) days' prior notice from Landlord, execute, acknowledge and
deliver to Landlord a statement in writing setting forth the Rent Commencement
Date, the Expiration Date and the Fixed Rent and certifying (i) that this Lease
is unmodified and in full force and effect (or if there has been any
modification, that the same is in full force and effect as modified and stating
the modification), (ii) the dates to which the Fixed Rent and Additional Rent
have been paid in advance, if any, (iii) whether or not to the knowledge of
Tenant, Landlord is in default in performance of any of its obligations under
this Lease and, if so, specifying each such default of which Tenant may have
knowledge, (iv) whether there exist any offsets or defenses against enforcement
of any of the terms of this Lease upon the part of Tenant to be performed, and,
if so, specifying the same, and (v) such further information as Landlord may
reasonably request. Any such statement shall be binding upon Tenant and may be
relied upon by Landlord and by any prospective purchaser of the Real Property
and/or the Building or any part thereof or of the interest of Landlord in any
part thereof, by any mortgagee or prospective mortgagee thereof, by any lessor
or prospective lessor thereof, by any lessee or prospective lessee thereof, or
by any prospective assignee of any mortgage thereof.

(b) Landlord shall at any time and from time to time, upon
not less than ten (10) days' prior written notice from Tenant, execute,
acknowledge and deliver to Tenant a statement in writing setting forth the Rent
Commencement Date, the Expiration Date and the Fixed Rent, and certifying (i)
that this Lease is unmodified and in full force and effect (or if there has been
any modification that the same is in full force and effect as modified and
stating the modification), (ii) the dates to which the Fixed Rent and Additional
Rent have been paid in advance, if

xxvi

any (subject however to Landlord's right to (x) furnish a Landlord's Statement
for a prior period, or (y) ▇▇▇▇ Tenant for Additional Rent not theretofore
billed, and Tenant's obligation to pay the same in accordance with this Lease)
and (iii) whether or not to the knowledge of Landlord, Tenant is in default in
the performance of any of its obligations under this Lease, and if so,
specifying each default of which Landlord may have knowledge.

SUBORDINATION AND
ATTORNMENT:

46. A. This lease and all rights of Tenant hereunder are and
shall be subject and subordinate to (a) all present and future ground leases,
superior leases, and grants of term of the land on which the Building stands
("Land") and the Building or any portion thereof (collectively, the "Superior
Lease"), (b) all mortgages and building loan agreements, including leasehold
mortgages and spreader and consolidation agreements, which may now or hereafter
affect the Land, the Building or the Superior Lease and all advances made
thereunder (collectively the "Superior Mortgage"), and (c) all amendments,
modifications, supplements, renewals, substitutions, refinancings and extensions
of the Superior Lease and the Superior Mortgage and all spreaders and
consolidations of the Superior Mortgage. The subordination set forth in the
preceding sentence shall only be effective if the holder of any future Superior
Mortgage (a "Superior Mortgagee") or future Superior Lease (a "Superior Lessor")
shall grant to the named Tenant herein a so-called nondisturbance agreement or
recognition agreement, as the case may be, which shall be on such Superior
Mortgagee's or Superior Lessor's standard form which shall be in form reasonably
acceptable to Tenant and such Superior Mortgagee or Superior Lessor; subject,
however, to the provisions of subparagraph D below. Notwithstanding the
foregoing, Landlord shall have no obligation to deliver such nondisturbance or
recognition agreement for the benefit of the named Tenant herein if Tenant shall
be in default of any monetary obligation or material non-monetary obligation
hereunder beyond the expiration of any applicable notice and/or grace period.
The provisions of this Section shall be self-operative and no further instrument
of subordination shall be required. Tenant shall promptly execute and deliver,
at its own expense, any instrument, in recordable form if requested, that
Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request
to evidence such subordination. The Superior Mortgagee may elect that this Lease
shall have priority over its Superior Mortgage and, upon notification by the
Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over
such Superior Mortgage. If, in connection with the obtaining, continuing or
renewing of any Superior Mortgage, the Superior Mortgagee shall request
reasonable modifications of this Lease as a condition of such financing, Tenant
will not unreasonably withhold its consent thereto, provided such modifications
do not increase Tenant's obligations hereunder or adversely affect Tenant's
rights hereunder.

B. Landlord hereby notifies Tenant that this Lease may not be
voluntarily canceled or surrendered, or modified or amended so as to reduce the
rent, shorten the Term or adversely affect in any other respect to any material
extent the rights of Landlord hereunder nor may Landlord accept prepayments of
any installments of rent except for prepayments in the nature of security for
the performance of Tenant's obligations hereunder without the consent of each
Superior Mortgagee and Superior Lessor in each instance.

C. If any Superior Mortgagee or Superior Lessor or its
successors or assigns of the foregoing (collectively referred to as "Successor
Landlord") shall succeed to the rights

xxvii

of Landlord under this Lease, Tenant agrees, at the election and upon request of
any such Successor Landlord, to fully and completely attorn to and recognize any
such Successor Landlord, as Tenant's landlord under this Lease upon the then
executory terms of this Lease provided such Successor Landlord shall agree in
writing to accept Tenant's attornment. The foregoing provisions of this Section
shall inure to the benefit of any such Successor Landlord, shall apply
notwithstanding that, as a matter of law, this Lease may terminate upon the
termination of the Superior Lease, shall be self-operative upon any such demand,
and no further instrument shall be required to give effect to said provisions.
Nothing contained in this Section shall be construed to impair any right
otherwise exercisable by any such owner, holder or lessee.

D. In connection with the delivery of a non-disturbance
agreement as set forth above, Tenant must (a) provide to any such Superior
Lessor or Superior Mortgagee all such information as such Superior Lessor or
Superior Mortgagee may reasonably require within twenty (20) days following
request by Landlord, including without limitation, financial statements
certified by Tenant's certified public accountant, (b) execute, acknowledge and
return within twenty (20) days the form of non-disturbance or recognition
agreement provided by such Superior Lessor or Superior Mortgagee, and (c) pay
all of such Superior Mortgagee's or Superior Lessor's costs and such Superior
Mortgagee's or Superior Lessor's counsels' fees in connection with Tenant's
negotiation of such standard form of non-disturbance or recognition agreement
provided by any Superior Mortgagee or Superior Lessor. If Tenant does not
deliver any such requested financial information or execute the form of such
agreement provided by any Superior Mortgagee or Superior Lessor as described in
Section 46A above, Tenant acknowledges that Landlord shall have satisfied its
obligation pursuant to this Paragraph and the Lease shall be subordinate to such
Superior Mortgage or Superior Lease, notwithstanding anything herein to the
contrary.

NON-LIABILITY AND
INDEMNIFICATION:

47. A. Neither Landlord nor Landlord's agents, officers,
directors, shareholders, partners or principals (disclosed or undisclosed) shall
be liable to Tenant or Tenant's agents, employees, contractors, invitees or
licensees or any other occupant of the Premises for any injury to Tenant or to
any other person or for any damage to, or theft or other loss of, any of
Tenant's property or of the property of any other person, unless due to the
negligence of Landlord or Landlord's agents provided, however, that even if due
to any such negligence of Landlord or Landlord's agents, Tenant waives, to the
full extent permitted by law, any claim for consequential damages in connection
therewith and Landlord and Landlord's agents shall not be liable, to the extent
of Tenant's insurance coverage, for any loss or damage to any person or property
even if due to the negligence of Landlord or Landlord's agents. 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 Landlord's agents shall be liable for any loss of or damage
to any such property by theft or otherwise.

B. (a) Except to the extent due to the negligence of
Landlord or Landlord's Agents and subject to the provisions of Section 48B
hereof, Tenant hereby indemnifies and agrees to hold Landlord harmless from and
against any and all loss, cost, liability, claim, damage, fine, penalty and
expense including reasonable attorneys' fees and disbursements in connection
with or arising from (a) any default by Tenant in the

xxviii

performance or observance of any of the terms of this Lease, or (b) the use or
occupancy of the Premises by Tenant or any person claiming under Tenant (other
than for general office use), or (c) any acts, omissions or negligence of Tenant
or any such person, or the contractors, agents, employees, invitees or licensees
of Tenant or any such person, in or about the Premises or the Real Property.
Tenant shall pay to Landlord as Additional Rent, within ten (10) days following
rendition by Landlord to Tenant of bills or statements therefor, sums equal to
all losses, costs, liabilities, claims, damages, fines, penalties and expenses
referred to this Section.

(b) Except to the extent due to the negligence of
Tenant or Tenant's Agents and subject to the provisions of Section 48B hereof,
Landlord hereby indemnifies and agrees to hold Tenant harmless from and against
any and all loss, cost, liability, claim, damage, fine, penalty and expense,
including reasonable attorney's fees and disbursements, in connection with, or
arising from, any willful acts, omissions or negligence of Landlord or
Landlord's Agents in and about the Premises or the Real Property.

C. Notwithstanding anything to the contrary contained
herein, Tenant shall look only to Landlord's estate in the Real Property (or the
proceeds thereof) for the satisfaction of Tenant's remedies for the collection
of a judgment (or other judicial process) requiring the payment of money by
Landlord in the event of any default by Landlord hereunder, and no other
property or assets of Landlord or its agents, directors, officers, shareholders,
partners or principals (disclosed or undisclosed) shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder or under law or Tenant's use or occupancy of the Premises or
any other liability of Landlord to Tenant.

D. The provisions of this Article shall survive the
expiration or sooner termination of this Lease.

INSURANCE:

48. A. Tenant, at its expense, shall maintain at all times
during the Term (a) "all risk" property insurance covering Tenant's property and
improvements and betterments to a limit of not less than the full replacement
cost thereof and (b) comprehensive general liability insurance covering personal
injury and property damage, with such limits as may reasonably be requested by
Landlord from time to time, but not less than $3,000,000 in respect to bodily
injury or death arising out of any one occurrence and $1,000,000 for property
damage. The policy or policies evidencing such insurance shall include Landlord
and such parties as Landlord shall designate as a named additional insured. The
limits of such insurance shall not limit the liability of Tenant. All policies
required to be maintained pursuant to the provisions of this Lease shall be
issued by an insurance company or companies having a Best's rating (or any
successor publication of comparable standing) of at least A/XIV and authorized
to do business in the State of New York. All policies required to be maintained
pursuant to the provisions of this Lease shall have a written undertaking from
the insurer to notify all insureds thereunder at least thirty (30) days prior to
cancellation thereof. Upon the execution of this Lease, Tenant shall deliver to
Landlord such fully paid for policies or certificates of insurance evidencing
any such policy. Such certificate or certificates of insurance shall
specifically have the indemnity clause referred to in Article 48 (B) typed
hereon evidencing that said "hold harmless" clause has been insured. Tenant
shall procure, maintain and place such insurance and pay all premiums and
charges therefor

xxix

and upon failure to do so Landlord may, upon fifteen days' prior written notice
to Tenant, but shall not be obligated to, procure, maintain and place such
insurance or make such payments, and in such event the Tenant agrees to pay the
amount thereof, plus interest at the Interest Rate, to Landlord on demand and
said sum shall be in each instance collectible as Additional Rent on the first
day of the month following the date of payment by Landlord. During such times as
Tenant shall be performing any Alteration, Tenant shall carry or cause to be
carried (and shall provide Landlord with evidence thereof) (i) worker's
compensation insurance covering all persons employed in connection with the
Alteration in statutory limits, (ii) broad form comprehensive general liability
insurance including a completed operations endorsement with limits of liability
of not less than $1,000,000 combined single limit bodily injury and property
damage, (iii) builder's risk insurance, completed value non-reporting form,
covering all physical loss, in an amount reasonably satisfactory to Landlord,
(iv) an umbrella policy in amounts required by Landlord, which amounts shall be
commercially reasonable, and (v) such other insurance, and in such amounts as
shall become commercially reasonable for landlords of similar buildings to
require to protect Landlord's interest in the Premises and the Building from any
act or omission of Tenant's contractors and subcontractors. Tenant shall be
entitled to maintain all or any portion of the required insurance coverage under
a so-called "blanket policy", provided such policy shall in all respects comply
with this Article 48 and shall specify that the portion of the total coverage of
such policy allocable to the Premises is in the amounts required pursuant to
this Article 48. Tenant's failure to provide and keep in force the
aforementioned insurance shall be regarded as a material default hereunder
entitling Landlord to exercise any or all of the remedies provided in this Lease
in the event of Tenant's default.

B. Each party agrees to have included in each of its
insurance policies a waiver of the insurer's right of subrogation against the
other party during the term of this Lease or, if such waiver should be
unobtainable or unenforceable, (i) an express agreement that such policy shall
not be invalidated if the assured waives the right of recovery against any party
responsible for a casualty covered by the policy before the casualty or (ii) any
other form of permission for the release of the other party. If such waiver,
agreement or permission shall not be, or shall cease to be, obtainable from
either party's then current insurance company, the insured party shall so notify
the other party promptly after learning thereof, and shall use its best efforts
to obtain the same from another insurance company described herein. If such
policy shall be obtainable only at a premium over that chargeable without such
waiver, the party seeking such policy shall notify the other thereof, and the
party in whose favor the waiver is desired shall pay the additional premium.
Each party shall look first to any insurance in its favor before making any
claim against the other party, and each party hereby releases the other party,
with respect to any claim (including a claim for negligence) which it might
otherwise have against the other party, for loss, damage or destruction with
respect to its property occurring during the term of this Lease to the extent to
which it is, or is required to be, insured under a policy or policies containing
a waiver of subrogation or permission to release liability, as provided n the
preceding subdivision so this Section. Nothing contained in this Section shall
be deemed to relieve either party of any duty imposed elsewhere in this Lease to
repair, restore or rebuild.

C. During the Term, Landlord agrees to maintain in full
force and effect (a) all-risk property insurance for the Building with a
replacement cost endorsement and agreed value endorsement and (b) public
liability insurance with limits

xxx

generally maintained by prudent owners of comparable buildings to the
Building located in Manhattan.

REPEATED DEFAULTS:

49. Intentionally Deleted.

TRANSFER AFTER BANKRUPTCY:

50. A. To the extent permitted by applicable law, if this
Lease is assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, 11 U.S.C. Section 101 ET SEQ. (the "Bankruptcy Code"), any
and all consideration payable or otherwise to be delivered in connection with
such assignment shall be paid or delivered to Landlord, shall be and remain
the exclusive property of Landlord and shall not constitute property of
Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code.

B. If Tenant assumes this Lease and proposes to assign
the same pursuant to the provisions of the Bankruptcy Code to any person or
entity who shall have made a bona fide offer to accept an assignment of this
Lease on terms acceptable to Tenant then notice of such proposed assignment,
setting forth (i) the name and address of such person, (ii) all of the terms
and conditions of such offer, and (iii) the adequate assurance to be provided
Landlord to assure such person's future performance under this Lease,
including, without limitation, the assurance referred to in Section 365(b)(3)
of the Bankruptcy Code, shall be given to Landlord by Tenant no later than
twenty (20) days after receipt by Tenant but in any event no later than ten
(10) days prior to the date that Tenant shall make application to a court of
competent jurisdiction for authority and approval to enter into such
assignment and assumption, and Landlord shall thereupon have the prior right
and option, to be exercised by notice to Tenant given at any time prior to
the effective date of such proposed assignment, to accept an assignment of
this Lease upon the same terms and conditions and for the same consideration,
if any, as the bona fide offer made by such person, less any brokerage
commissions which may be payable out of the consideration to be paid by such
person for the assignment of this Lease.

NOTICES:

51. Every notice (other than rent bills), demand, consent,
approval, request or other communication (collectively, "notices") which may
be or is required to be given under this Lease or by law shall be in writing
and shall be sent either (a) by United States certified or registered mail,
postage prepaid, return receipt requested, or (b) by overnight courier or
hand delivery (against confirmation of delivery or rejection of delivery),
and shall be addressed:

A. if to Landlord, to:

B.J.W. Associates
c/o Winter Management Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Partner

B. if to Tenant, prior to the Rent Commencement Date to:

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▇▇▇▇▇ ▇▇▇▇▇▇ and Associates, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
Attention: President

and following the Rent Commencement Date notices to Tenant shall be sent to
the Premises, Attention: President and the same shall be deemed delivered (A)
on three (3) business days after deposited in the United States mail, (B) the
day following delivery to an overnight courier or (C) when delivered by hand.
A copy of any notice to Landlord shall also be delivered to Landlord's
counsel, ▇▇▇▇▇▇▇▇ & O'Neil, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. and a copy of any default notice to Tenant
shall be sent to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel, Gannett Co., Inc,
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. A notice given by counsel for
Landlord or Tenant shall be deemed a valid notice if addressed and sent in
accordance with the provisions of this Article. Either party may designate,
by similar written notice to the other party, any other address for such
purposes Each of the parties hereto waives personal or any other service
other than as provided for in this Article. Notwithstanding the foregoing,
either party hereto may give the other party facsimile notice of the need of
emergency repairs. Notices requesting after hours services pursuant to
Article 39 may be given by delivery to the Building Manager or any other
person in the Building designated by Landlord to receive such notices.

ALTERATIONS:

52. A. (a) Supplementing the provisions of Article 3,
Tenant shall make no improvements, changes or alterations in or to the
Premises ("Alterations" or "Alteration") without Landlord's prior written
approval, which consent shall not be (A) required with respect to painting
and decorative changes or to any changes costing less than $50,000, or (B)
unreasonably withheld or delayed with respect to any other changes or
Alterations, provided that, in both instances, such alterations do not affect
the structure of the Building or Building Systems and Tenant shall first
notify Landlord of such Alterations or changes. Before proceeding with any
Alteration (other than painting, decorating, wall covering or carpeting,
provided Tenant shall otherwise be in compliance with this Article and
provided further that Tenant shall provide Landlord with notice thereof),
Tenant shall obtain Landlord's approval of the plans and specifications for
the work to be done, which shall include a scheduled completion date, and
Tenant shall not proceed with such work until it obtains Landlord's written
approval of such work, plans and specifications, which approval shall be
given or withheld within fifteen (15) days following Tenant's request
therefor. Landlord's failure to respond within said fifteen (15) day period
shall be deemed to constitute Landlord's approval thereof. Landlord's
approval of the plans and specifications shall not be deemed a representation
that the Alteration is in compliance with Legal Requirements. If any Superior
Mortgagee or Superior Lessor shall not approve such Alteration, Landlord
shall have the right to withhold its consent to such Alteration.

(b) Tenant shall pay to Landlord within thirty (30)
days following request therefor, as Additional Rent, Landlord's reasonable,
actual out-of-pocket costs and expenses (including, without limitation, the
fees of any architect or engineer employed by Landlord or any Superior Lessor
or Superior Mortgagee for such purpose) for (i) reviewing said plans and
specifications and (ii) inspecting the Alterations.

xxxii

B. (a) Before proceeding with any Alteration (other
than Tenant's Work) estimated to cost in excess of $100,00000, Tenant shall
furnish to Landlord one of the following (as selected by Tenant): (i) a cash
deposit or (ii) a performance bond and a labor and materials payment bond
(issued by a corporate surety licensed to do business in New York reasonably
satisfactory to Landlord), or (iii) an irrevocable, unconditional, negotiable
letter of credit, issued by and drawn on a bank or trust company which is
reasonably acceptable to Landlord in a form reasonably satisfactory to
Landlord; each in an amount equal to one hundred twenty-five (125%) percent
of the estimated cost of the Alteration.

(b) Upon (i) the completion of the Alteration in
accordance with the terms of this Article and (ii) the submission to Landlord
of reasonable proof evidencing the payment in full for said Alteration
including, but not limited to, delivery of Waivers of Mechanic Liens (as
defined below), the security deposited with Landlord (or the balance of the
proceeds thereof, if Tenant has furnished cash or a letter of credit and if
Landlord has drawn on the same) shall be returned to Tenant.

(c) Upon the Tenant's failure to properly perform,
complete and fully pay for the said Alteration, as reasonably determined by
Landlord, Landlord, upon prior notice to Tenant, shall be entitled to draw on
the security deposited under this Article and Article 33 to the extent it
reasonably deems necessary to complete any incomplete or otherwise hazardous
Alteration, to effect any necessary restoration and/or protection of the
Premises or the Real Property and to apply such funds to the payment or
satisfaction of any costs, damages or expenses in connection with the
foregoing and/or Tenant's obligations under this Article and the Lease
relating to Alterations and repairs, including the satisfaction of any
mechanic's lien.

C. Tenant may, at its sole cost and expense, and
subject to the provisions hereof, install an internal staircase between the
floors comprising the Premises, provided such alteration shall be performed
in accordance with all applicable provisions of this Lease. Tenant shall
provide Landlord with complete approved plans and specifications for such
staircase, it being agreed that the location (with respect solely to
structural and Building system issues, Landlord hereby agreeing in concept to
the location shown on the Plans), design, engineering and demolition work
relating to the installation thereof shall be subject to review and approval
by Landlord and its engineers. Landlord hereby agrees that Tenant shall not
be required to remove such staircase upon the expiration of this Lease,
except that if Tenant shall ever sublet all or any portion of the ninth (9th)
floor comprising the Premises or all or substantially all of the eighth (8th)
floor comprising the Premises, Tenant shall be obligated, at its sole cost
and expense, to remove the staircase and restore the damage caused thereby,
which shall include, but not be limited to, closing the slab between the 8th
and 9th floors to its original condition.

D. If in connection with any Alterations Tenant shall
hire the services of any contractor or construction manager, Tenant shall
enter into an agreement with such party which shall provide that such
contractor or construction manager, as well as all subcontractors,
materialmen and suppliers hired in connection therewith (all of the foregoing
known collectively as the "Contractors"), shall upon receiving any payment
respecting such Alterations deliver to Tenant a duly executed Waiver of
Mechanic's Lien evidencing payment in full for the cost of work, labor and/or
services theretofore furnished. Said Waivers of Mechanic's Lien shall name
the Landlord and Tenant as the beneficiaries of such Waivers and shall be in
a form reasonably acceptable to Landlord. Prior to the commencement of any
Alter-

xxxiii

actions, a form of the Waiver of Mechanic's Lien to be given by each such
Contractor must be approved by Landlord, which approval shall not be
unreasonably withheld or delayed.

E. All Alterations shall be performed by Tenant in
compliance with the Rules and Regulations, all applicable requirements of
insurance bodies, and with Legal Requirements and the same shall be
diligently performed in a good and workmanlike manner.

LANDLORD'S WORK:

53. Landlord shall not be required to perform any work to
the Premises other than as set forth in Exhibit C annexed hereto ("Landlord's
Work"), which shall be performed in a good and workmanlike manner and in
accordance with all Legal Requirements.

LANDLORD'S CONTRIBUTION:

54. A. Landlord shall make a contribution ("Landlord's
Contribution") in the amount of sums expended by Tenant on Tenant's initial
permanent leasehold improvements in the Premises ("Tenant's Work"), but in no
event greater than $727,500.00. Tenant represents that a portion of
Landlord's Contribution shall be used by Tenant to install a bathroom within
the Premises, which shall be in compliance with Legal Requirements. No more
than twenty percent (20%) of Landlord's Contribution may be used for Soft
Costs (as hereinafter defined). Such Landlord's Contribution shall be made in
Pro Rata Installments (hereinafter defined) within ten (10) days following
Tenant's request for payment, but in no event more than once per month, and
shall be given to Tenant upon satisfaction of the following conditions with
respect to each such request for payment:

(i) Tenant shall have delivered to Landlord a completed
requisition for payment, signed and certified as true by Tenant and by
Tenant's architect, stating the amount requested for payment, which shall
include an itemized breakdown of the costs and expenses for which payment is
requested by Tenant, stating the percentage of Tenant's Work that has been
completed, and shall indicate a minimum of ten (10%) percent retainage of
payments by Tenant to its contractors (it being understood that any request
for payment hereunder shall not be on account of such required retainage,
unless such retainage is payable as hereinafter set forth), accompanied by
copies of invoices, bills or receipts (or other evidence reasonably
satisfactory to Landlord) for the costs with respect to which such request
for payment is being made;

(ii) such Tenant's Work shall have been completed in
accordance with plans and specifications approved by Landlord and otherwise
in accordance with the Lease and such completion shall be certified by Tenant
and Tenant's architect;

(iii) Tenant shall not be in default under the Lease beyond
the expiration of any applicable notice and or grace period; and

(iv) Tenant shall have fully paid all bills (other than those
for which payment is then being requested) for labor, materials and services
in connection with Tenant's Work performed through such request for payment,
and Tenant shall provide Landlord with (i) satisfactory evidence of payment
thereof, including paid bills and canceled checks, and (ii) executed lien
waivers from all contractors and subcontractors respecting work

xxxiv

performed (other than those for which payment is then being requested).

B. One half of the final Pro Rata Installment, which shall
not be less than 5% of Landlord's Contribution, shall not be paid until
satisfaction of the provisions above, and the remaining 5% of Landlord's
Contribution shall not be paid until Tenant provides Landlord with evidence
that the applicable municipal department has issued the appropriate sign-offs
relating to Tenant's Work, it being agreed that if Tenant cannot then deliver
the sign-offs relating to sprinkler and fire alarm systems, Landlord may
withhold $10,000 from the last 5% of Landlord's Contribution until such
sign-offs are obtained and delivered to Landlord.

C. "Pro Rata Installments" shall mean the cost of the
portion of Tenant's Work performed multiplied by a fraction, the numerator of
which is Landlord's Contribution and the denominator of which is the total
cost of Tenant's Work, as reasonably estimated by Landlord based upon
information, plans and construction contracts given by Tenant to Landlord.

D. The term "Soft Costs" shall mean any amounts paid by
Tenant in connection with Tenant's Work attributable to architect, attorney,
engineering, permit and filing fees, the cost of Tenant's telephone system
for the Premises and moving expenses relating to the initial occupancy of the
Premises.

E. During the performance of Tenant's Work, Tenant shall
not be responsible for the costs of any services supplied to the Premises
other than electricity, as measured by the submeter(s), and any overtime
services requested by Tenant.

RENEWAL OPTIONS:

55. A. Provided Tenant is not in default under any of the
terms of this Lease beyond the expiration of any applicable notice and/or
grace period at the time of the exercise of this option or at the time of the
commencement of the First Renewal Term or the Second Renewal Term, as the
case may be (as hereinafter defined), Tenant shall have the right to renew
the original term of this Lease ("Original Term") with respect to the entire
Premises demised hereunder or with respect to all of the space on the eighth
floor comprising the Premises, provided the named Tenant herein (or any
entity identified in Section 44G hereof) shall be in occupancy of not less
than all of the eighth floor, for two (2) periods of five (5) years each, the
first such Renewal Term (the "First Renewal Term") to commence on the day
following the expiration of the Original Term (the "First Renewal Term
Commencement Date") and expiring on the day immediately prior to the fifth
anniversary of the First Renewal Term Commencement Date and the second such
Renewal Term (the "Second Renewal Term") commencing on the fifth anniversary
of the First Renewal Term Commencement Date and expiring on the day
immediately preceding the tenth (10th) anniversary of the First Renewal Term
Commencement Date. Each such Renewal Term shall be upon the same terms as in
this Lease (including the provisions of Articles 38 and 41), except that (i)
the Fixed Rent during the each Renewal Term shall be determined as provided
in Paragraph C of this Article, (ii) Tenant shall have no right to renew the
term of this Lease for any period beyond the Second Renewal Term, (iii)
Landlord's Basic Tax Liability and Landlord's Base Operating Year shall be
modified to reflect the then current fiscal or calendar year, as the case may
be, and (iv) the terms of this Lease relating to the Abatement Period,
Landlord's Work and Landlord's Contribution shall not be applicable to either
Renewal Term. If Tenant so elects to renew the Term of this Lease for either
Renewal Term, Tenant shall give written notice

xxxv

("Tenant's Notice") to Landlord of such election no later than twelve months
prior to the commencement of the respective Renewal Term. Upon Landlord's
receipt of Tenant's Notice, this Lease, subject to the provisions of this
Article shall be automatically extended for the Renewal Term then applicable
(it being understood that Tenant shall only be entitled to exercise the
option for the Second Renewal Term if Tenant has effectively exercised the
option for the First Renewal Term), with the same force and effect as if such
Renewal Term had been originally included in the Term.

B. As used herein:

(a) the term "FMV" shall mean the annual fair market
rental value of the Premises in its condition on the Rent Appraisal Date.

(b) the term "Rent Appraisal Date" shall mean the
commencement date of the First Renewal Term or the Second Renewal Term, as
the case may be.

C. If Tenant elects to renew the Term of this Lease for
either Renewal Term, the Fixed Rent for such Renewal Term shall be 95% of the
FMV.

D. The FMV shall be determined by the mutual written
agreement of Landlord and Tenant. In the event that Landlord and Tenant shall
not have reached mutual agreement as to the FMV no later than twelve months
prior to the applicable Rent Appraisal Date, then Landlord and Tenant each
shall, no later than two months thereafter select a Real Estate Appraiser, as
hereinafter defined. If either party shall fail to so appoint a Real Estate
Appraiser, the one Real Estate Appraiser so appointed shall proceed to
determine the FMV. In the event that the Real Estate Appraisers selected by
Landlord and Tenant agree as to the FMV, said determination shall be binding
on Landlord and Tenant. In the event that the Real Estate Appraisers selected
by Landlord and Tenant cannot agree as to the FMV no later than eight months
prior to the applicable Rent Appraisal Date, then said Real Estate Appraisers
shall jointly select a third Real Estate Appraiser, provided that if they
cannot agree on the third Real Estate Appraiser no later than seven months
prior to the applicable Rent Appraisal Date, then said third Real Estate
Appraiser shall be selected in accordance with the rules prescribed by the
American Arbitration Association in New York, New York (or any successor
thereto). The FMV shall then be determined by the third Real Estate Appraiser
no later than six months prior to the applicable Rent Appraisal Date, and
said determination shall be binding on Landlord and Tenant. The term "Real
Estate Appraiser" shall mean a fit and impartial person having not less than
ten (10) years' experience as an appraiser of leasehold estates relating to
first class mid-town south Manhattan office buildings and in addition, shall
have had experience appraising leasehold estates in the vicinity of the
Building. The appraisal shall be conducted in accordance with the provisions
of this Section and, to the extent not inconsistent herewith, in accordance
with the prevailing rules of the American Arbitration Association in New York
(or any successor thereto). The final determination of the Real Estate
Appraiser(s) shall be in writing and shall be binding and conclusive upon the
parties, each of which shall receive counterpart copies thereof. In rendering
such decision the Real Estate Appraiser(s) shall not add to, subtract from or
otherwise modify the provisions of this Lease. The reasonable fees and
expenses of the third Real Estate Appraiser shall be borne equally by
Landlord and Tenant, and each party shall be responsible for the fees and
expenses pf the Real Estate Appraiser selected by such party. Tenant's share
of the fees and expenses of the third Real Estate Appraiser shall be
considered

xxxvi

Additional Rent hereunder and shall be payable by Tenant within thirty (30)
days of Landlord's written request thereafter. In determining the FMV, the
Real Estate Appraiser(s) shall consider the effect of the other terms and
conditions of this Lease and the fact that the Premises will be leased in
their then "as-is" condition. Instructions to such effect shall be given to
the Real Estate Appraisers. If by the commencement of a Renewal Term the
Fixed Rent pursuant to this Section shall not have been determined by the
Real Estate Appraiser(s), Tenant shall pay Fixed Rent hereunder until such
determination is made at the rate then paid by Tenant for the Premises for
such period, subject to adjustment upon determination of such Fixed Rent
whether by appraisal by the Real Estate Appraiser(s) as hereinabove provided
or by agreement of Landlord and Tenant. Upon such determination, Tenant shall
promptly pay to Landlord any underpayment of Fixed Rent and, in the event of
any overpayment of Fixed Rent during such period, Landlord shall credit the
amount of such overpayment of Fixed Rent against the payments of Fixed Rent
next coming due until such time as the overpayment has been fully credited to
Tenant.

E. The Fixed Rent to be paid during each Renewal Term
shall be the Fixed Rent for such Renewal Term, as determined pursuant to
Paragraph C hereof.

F. Nothing in this Article shall affect Tenant's
obligations to pay Additional Rent under this Lease except that during each
Renewal Term the terms "Landlord's Basic Tax Liability" and "Landlord's Base
Operating Year" shall be modified to reflect the current fiscal or calendar
year, as the case may be, on the commencement date of such Renewal Term.

G. In the event that Tenant exercises its option in
respect of a Renewal Term in accordance with this Article, the term "Term"
shall mean the Original Term as extended for the Renewal Term, and the term
"Expiration Date" shall mean the date of expiration of such Renewal Term.

H. Any termination, cancellation or surrender of this
Lease shall terminate any right of renewal for the Renewal Terms.

I. Upon the determination of the Fixed Rent for a
Renewal Term, Landlord and Tenant, upon the demand of either of them, shall
enter into a supplementary agreement, to set forth such Fixed Rent.

J. Time shall be of the essence with respect to the
exercise by Tenant of its options under this Article.

RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE:

56. A. If at any time during the Original Term any space on
the ninth (9th) floor of the Building shall become available for leasing (the
"Additional Space"), then Landlord shall deliver to Tenant a notice
indicating the principal business terms on which Landlord is willing to so
lease such Additional Space, which offer shall also indicate the date on
which the Additional Space shall be available for occupancy by Tenant (the
"Additional Space Commencement Date"). For a period of fifteen (15) days
following delivery of such notice to Tenant, Landlord agrees to negotiate in
good faith with Tenant for the lease of such Additional Space, unless Tenant
waives such requirement in writing.

B. In the event Landlord and Tenant shall have failed
to enter into a written agreement (or amendment to this

xxxvii

Lease) to lease the Additional Space within such fifteen (15) day period for
any reason whatsoever, then (i) Tenant shall be deemed to have rejected
Landlord's offer to lease such Additional Space, and (ii) Landlord shall have
no further obligations to Tenant under this Article with respect to such
Additional Space, until such Additional Space shall again be made available
for leasing, in which case the provisions of this Article shall again apply.
Tenant agrees to keep all information regarding Landlord's intentions
relating to the Additional Space in strict confidence.

C. In the event Landlord and Tenant shall have entered into a
written agreement (or amendment to this Lease) for the lease of any
Additional Space in accordance with the terms of this Article, then effective
for a period from the Additional Space Commencement Date until the Expiration
Date, such Additional Space shall automatically be added to and from a part
of the Premises with the same force and effect as if originally demised
hereunder.

D. If Landlord is unable to give possession of any Additional
Space on the Additional Space Commencement Date, for any reason whatsoever,
Landlord shall have no liability to Tenant therefor and the validity of this
Lease shall not be impaired under such circumstances, nor shall the same be
construed in any way to extend the Term, but the rent payable for the
Additional Space shall be abated (provided Tenant is not responsible for the
inability to obtain possession) until Landlord shall have delivered
possession of such Additional Space to Tenant. The provisions of this Article
are intended to constitute "an express provision to the contrary" within the
meaning of Section 223-a of the New York Real Property Law.

E. The termination, cancellation or surrender of this Lease shall
terminate any rights of Tenant pursuant to this Article.

F. The rights of Tenant under this Article are expressly subject
to any and all rights of existing tenants of the Building under their
respective leases with Landlord to lease any Additional Space

G. Time shall be of the essence with respect to the exercise by
Tenant of its rights set forth in this Article.

TENANT'S ROOF RIGHTS

57. A. Landlord agrees that, subject to all Legal Requirements,
and further subject to the conditions and limitations hereinafter stipulated,
during the term of this Lease, Tenant, at Tenant's sole cost and expense, but
at no charge to Landlord, may install on a portion of the rooftop, the
location of which shall be determined by Landlord, a satellite dish, together
with such other communication equipment as Tenant shall deem necessary
(collectively, the "Equipment"), provided and on condition that: (i) the
Equipment shall be confined to a square portion of the rooftop, the location
of which to be mutually agreed to by Landlord and Tenant, not exceeding ten
feet by ten feet and shall not disturb the architectural and structural
integrity of the Building and roof; (ii) the installation and position of
such satellite dish and reasonably required support structures shall comply
with all applicable Legal Requirements; (iii) the installation of any
electrical or communications lines ("Wiring") and related equipment in
connection with the installation and operation of the Equipment, as well as
the manner and location (i.e., routing) of all Wiring and related equipment
in connection therewith shall (A) be at Tenant's sole cost and expense, (B)
be subject to Landlord's prior consent which shall not be unreasonably
withheld or delayed, and (C) comply with all applicable Legal Requirements;
and (iv) the Equipment, reasonably required support structures, Wiring and
related equipment shall be maintained and kept in good repair by Tenant, at
Tenant's sole cost and expense. The parties agree that Tenant's use of the
rooftop of the Building is a nonexclusive use and Landlord may permit the use
of any other portion of the roof to any other person, firm or corporation,
including Landlord, for any use including the installation of other satellite
dishes and support equipment.

B. For the purpose of installing, servicing or repairing the
Equipment and related equipment, Tenant shall have access to the rooftop of
the Building upon prior reasonable request of Landlord. All access by Tenant
to the roof of the Building shall be subject to the supervision

xxxviii

and control of Landlord and to Landlord's reasonable safeguards for the
security and protection of the Building, the Building equipment and
installations and equipment of other tenants of the Building as may be
located on the roof of the Building. Landlord shall have the right to assign
a Building representative to be present during the duration of Tenant's
access to the rooftop.

C. Tenant, at Tenant's sole cost and expense, shall secure and
thereafter maintain all permits and licenses required for the installation
and operation of the Equipment and any support structures and related
equipment erected or installed by Tenant pursuant to the provisions of this
Article 57, including, without limitation, any approval, license or permit
required from the Federal Communications Commission. Tenant also agrees to
advise its insurance carrier of the existence of the Equipment and cause said
satellite dish to be properly insured hereunder.

D. Tenant agrees that Landlord shall not be required to provide
any services whatsoever to the rooftop of the Building, it being understood
that Tenant shall be responsible for connecting the Equipment to an
electrical source.. Tenant agrees that Tenant will pay for all electrical
service required for Tenant's use of the Equipment, including without
limitation, the installation and maintenance of electric meters, and related
equipment erected or installed by Tenant pursuant to the provisions of this
Article 57 in accordance with Article 41 of this Lease.

E. The Equipment, support structures and related equipment
installed by Tenant, pursuant to the provisions of this Article 57 shall be
Tenant's personal property, and, upon the expiration of the term of this
Lease, or upon its earlier termination in any manner, shall be removed by
Tenant at Tenant's sole cost and expense. All Wiring and related electrical
equipment installed by Tenant in connection with the installation and
operation of the Equipment shall be Tenant's personal property. Tenant, at
Tenant's sole cost and expense, shall promptly repair any and all damage to
the rooftop of the Building and to any other part of the Building caused by
or resulting from the installation, maintenance and repair, operation or
removal of the Equipment, support structures, Wiring and related equipment
erected or installed by Tenant pursuant to the provisions of this Article 57
and restore said affected areas to their condition as existed prior to the
installation of the Equipment and related equipment, reasonable wear and tear.

F. Tenant covenants and agrees that all installations made by
Tenant on the rooftop of the Building or in any other part of the Building
pursuant to the provisions of this Article 57 shall be at the sole risk of
Tenant, and neither Landlord nor Landlord's agent or employees shall be
liable for any damage or injury thereto caused in any manner, except to the
extent caused by the negligence or willful misconduct of Landlord, its agents
and employees. Tenant acknowledges that the indemnity provisions set forth in
this Lease shall apply in connection with any damage, claim or injury
relating to the Equipment.

G. If any installation referred to in this Article 57 shall cause
any damage to the roof or shall revoke, negate or in any manner impair or
limit any roof warranty or guaranty obtained by Landlord, then Tenant shall
promptly reimburse Landlord for any loss or damage sustained or costs or
expenses incurred by Landlord as a result thereof.

H. All plans and specifications for the installations to be done
and made by Tenant pursuant to the provisions of this Article 57 shall be
subject to the prior approval of Landlord, which shall not be unreasonably
withheld or delayed in accordance with the provisions of Article 52 hereof
and shall be subject to all other applicable provisions of Article 52.

I. Tenant covenants and agrees that the Equipment, support
structures, Wiring and related electrical equipment to be installed by Tenant
shall not interfere with or adversely affect any equipment, installations,
lines or machinery of the Building or any other tenant of the Building,
including, without limitation, any other communications equipment in, on top
of or otherwise outside the Building or access thereto for maintenance,
repair or removal.

J. Tenant acknowledges being advised by Landlord that Landlord
may grant to third parties, various rights and licenses to utilize various
portions of the Building and rooftop thereof for the installation of
microwave dishes, satellite communications equipment, whip antennae and

xxxix

other communications equipment and related equipment (hereinafter all of the
foregoing are collectively referred to as "Other Communications Equipment")
and that, inasmuch as Landlord's ability to facilitate the installation and
operation of such Other Communications Equipment will be of paramount
importance to Landlord, Landlord shall have the right at its sole cost and
expense, at any time and from time to time, during the Term of this Lease,
upon thirty (30) days' prior written notice to Tenant, to relocate Tenant's
Equipment, support structures and related equipment to other areas of the
Building and rooftop thereof, as Landlord may determine so as to accommodate
such Other Communications Equipment on the roof of the Building and so as to
eliminate, or not to create, problems of interference with respect to or
between Other Communications Equipment now, or in the future, installed on
the roof. Tenant shall cooperate with Landlord to effectuate the relocation
of Tenant's satellite dish, support structures and related equipment, as
shall be required by Landlord. All costs involved in such relocation shall be
borne by Landlord. In the event that any Other Communications Equipment shall
interfere with the proper operation of the Equipment, Landlord shall cause
such Other Communications Equipment to cease operating until such
interference is corrected.

MISCELLANEOUS PROVISIONS:

58. A. If any of the provisions of this Lease, or the
application thereof to any person or circumstance, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances other than those as
to whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to
the fullest extent permitted by law. In the event of any conflict between the
terms of this rider and the preprinted form of this Lease, the terms of this
rider shall prevail.

B. Notwithstanding anything to the contrary contained in Article
21 or elsewhere in this Lease, any wall-to-wall carpeting installed in the
Premises shall upon installation become the property of Landlord and shall
remain in and be surrendered with the Premises upon the expiration or earlier
termination of this Lease.

C. In the event that during the Term Landlord shall be required
to modify, retrofit, alter or replace any Building system or structural
element of the Building in order to comply with any future applicable Legal
Requirements or current legal requirement not currently requiring compliance
(including, but not limited to, the Americans with Disabilities Act and any
law or regulation pertaining to chlorofluorocarbons and
hydrochlorofluorocarbons), Tenant shall upon thirty (30) days' notice pay
Landlord an amount equal to Tenant's Proportionate Share of the amortized
cost of such work falling with each year, or part thereof, of the Term,
provided such costs are not otherwise included in Operating Expenses,
commencing with the year in which such cost is incurred and amortized on a
straight line basis over the useful life of such item (not to exceed fifteen
(15) years) with an interest factor equal to the Interest Rate, provided,
however that to the extent it is Tenant's obligation to comply with such
legal requirement in accordance with Paragraph 6, such cost shall be solely
borne by Tenant.

D. (a) Tenant hereby indemnifies and agrees to hold Landlord
harmless from and against any loss, cost, liability, claim, damage and
expense (including reasonable attorneys' fees and disbursements) resulting
from delay by Tenant in surrendering the Premises upon the termination of
this Lease as provided in Article 21, including any claims made by any
succeeding tenant or prospective tenant founded upon such delay.

(b) In the event Tenant remains in possession of the Premises
after the termination of this Lease without the execution of a new lease,
Landlord shall be entitled to immediately reenter the Premises and dispossess
Tenant. In the event of any holding over by Tenant, Tenant shall pay as
holdover rental for each month of the holdover tenancy an amount equal to two
(2) times the Fixed Rent and Additional Rent payable during the last month of
the Term, subject to all of the other terms of this Lease insofar as the same
are applicable to such holdover tenancy. The acceptance of any rent paid by
Tenant pursuant to this Section shall in no event preclude Landlord from
commencing and prosecuting a holdover or summary eviction proceeding and the
provisions of this Section shall be deemed to be an "agreement expressly

providing otherwise" within the meaning of Section 232-c of the Real Property
Law of the State of New York and any successor or similar law of like import.
Nothing contained in this Section shall (i) imply any right of Tenant to
remain in the Premises after the termination of this lease without the
execution of a new lease, (ii) imply any obligation of Landlord to grant a
new lease or (iii) be construed to limit any right or remedy that Landlord
has against Tenant as holdover tenant or trespasser.

E. The submission by Landlord to Tenant of this Lease in draft form
shall be deemed submitted solely for Tenant's consideration and not for
acceptance and execution. The submission by Landlord of this Lease for execution
by Tenant and the actual execution and delivery thereof by Tenant to Landlord
shall have no binding force and effect unless and until Landlord shall have
executed this Lease and a counterpart thereof shall have been delivered to
Tenant. Tenant's submission to Landlord of this Lease, duly executed by Tenant,
shall constitute Tenant's irrevocable offer for the leasing of the Demised
Premises, to continue for fifteen (15) days after receipt by Landlord of this
Lease duly executed by Tenant or until Landlord shall deliver to Tenant written
notice of rejection of Tenant's offer, whichever shall first occur. This Lease
may be executed in one or more counterparts, each of which shall constitute an
original and all of which when taken together shall constitute one and the same
instrument.

F. In the event this Lease is terminated pursuant to the provisions
of Article 17 herein, then in addition to the remedies Landlord may have
pursuant to Article 18 herein, Landlord may elect, at its option, to recover
from Tenant, all damages it may incur by reason of such breach, including the
cost of recovering the Premises and reasonable attorneys' fees and expenses and
shall be entitled to recover as and for liquidated damages, and not as a
penalty, an amount equal to the difference between (l) the Fixed Rent,
Additional Rent and charges equivalent to rent payable hereunder for the
remainder of the stated term and (2) the reasonable rental value of the Premises
for the remainder of the stated term, all of which shall be immediately due and
payable by Tenant. In determining the rental value of the Premises for such
period, the rental realized by any reletting, if such reletting be accomplished
by Landlord within a reasonable period of time after the termination of this
Lease, shall be deemed PRIMA FACIE to be the rental value. Landlord shall not be
liable in any way whatsoever for its failure or refusal to relet the Premises or
any part thereof, or if the Premises are so relet, for its failure to collect
the rent under such reletting, and no refusal or failure to relet or failure to
collect rent shall affect Tenant's liability for damages or otherwise hereunder.
Nothing herein contained shall limit or prejudice the right of Landlord to prove
and obtain as liquidated damages by reason of such termination an amount equal
to the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved, whether
or not such amount be greater, equal to, or less than the amounts referred to
herein.

G. Landlord shall have the right to erect any gate, chain or other
obstruction or to close off any portion of the Real Property to the public at
any time to the extent reasonably necessary to prevent a dedication thereof for
public use.

H. The persons executing this Lease on behalf of Tenant hereby
represent and warrant that they have been duly authorized to execute this Lease
for and on behalf of Tenant.

I. In the event that Landlord or Tenant places the enforcement of
this Lease, or any part thereof, or the collection of any Fixed Rent or
Additional Rent due, or to become due hereunder, or recovery of the possession
of the Premises, in the hands of an attorney, or files suit upon the same, the
prevailing party shall recover its attorneys' fees, disbursements and court
costs from the other in connection with such matter. The provisions of this
paragraph shall survive the termination or expiration of this Lease.

J. If Tenant is a partnership (or is comprised of two (2) or more
persons, individually, or as joint venturers or as copartners of a partnership)
or if Tenant's interest in this Lease shall be assigned to a partnership (or to
two (2) or more persons, individually, or as joint venturers or as copartners of
a partnership) (any such partnership and such persons are referred to in this
Section as "Partnership Tenant"), the following provisions shall apply to such
Partnership Tenant:

xli

(a) the liability of each of the parties comprising Partnership
Tenant shall be joint and several, and

(b) each of the parties comprising Partnership Tenant hereby
consents in advance to and agrees to be bound by, any modifications,
termination, discharge or surrender of this Lease which may hereafter be made
and by any notices, demands, requests or other communications which may
hereafter be given, by Partnership Tenant or by any of the parties comprising
Partnership Tenant, and (c) any bills, statements, notices, demands, requests or
other communications given or rendered to Partnership Tenant or to any of the
parties comprising Partnership Tenant shall be deemed given or rendered to
partnership Tenant or to any of the parties comprising Partnership Tenant and
shall be binding upon Partnership Tenant and all parties, and (d) if Partnership
Tenant shall admit new partners, all such new partners shall, by their admission
to Partnership Tenant, be deemed to have assumed 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.

K. All exhibits to this Lease and any and all rider provisions
attached to this Lease are hereby incorporated into this Lease. If any provision
contained in any rider hereto is inconsistent or in conflict with any printed
provision of this Lease, the provision contained in such rider shall supersede
said printed provision and shall control.

L. Wherever it is specifically provided in this Lease that a party's
consent is not to be unreasonably withheld, a response to a request for such
consent shall also not be unreasonably delayed. Tenant hereby waives any claim
against Landlord which it may have based upon any assertion that Landlord has
unreasonably withheld or unreasonably delayed any such consent, and Tenant
agrees that its sole remedy shall be an action or proceeding to enforce any such
provision or for specific performance, injunction or declaratory judgment. In
the event of such a determination, the requested consent shall be deemed to have
been granted; however, Landlord shall have no liability to Tenant for its
refusal or failure to give such consent, unless it shall be determined that
Landlord acted in a malicious manner or in bad faith. The sole remedy for
Landlord's unreasonably withholding or delaying of consent shall be as provided
in this Section.

M. (a) Tenant shall have the right, either (i) in lieu of the
funds required to be deposited with Landlord pursuant to Article 33 of this
Lease or (ii) at any time thereafter in substitution for such funds, to deposit
and maintain with Landlord as the security deposit referred to in Article 33 of
this Lease, an irrevocable commercial letter of credit in the aggregate amount
of $950,000.00 (the "Security Deposit") in form and substance satisfactory to
Landlord, and issued by a member bank of the New York Clearing House
Association, acceptable to Landlord or Credit Lyonnais, payable upon the
presentation by Landlord to such bank in New York City of a sight draft, without
presentation of any other documents, statements or authorizations, other than a
statement that a default has occurred under this Lease beyond the expiration of
any applicable notice and cure periods (a "Letter of Credit"), which Letter of
Credit shall provide (a) for the continuance of such credit for the period of at
least one (1) year from the date hereof, (b) for the automatic extension of such
Letter of Credit for additional periods of one (1) year from the initial and
each future expiration date thereof (the last such extension to provide for the
continuance of such Letter of Credit for at least three (3) months beyond the
Expiration Date) unless such bank gives Landlord notice (x) of its intention not
to renew such Letter of Credit or (y) that it intends to close its office in New
York City, not less than sixty (60) days prior to the initial or any future
expiration date of such Letter of Credit and (c) that in the event such notice
is given by such bank and Tenant does not provide Landlord with a replacement
Letter of Credit meeting the requirements of this provision on or prior to the
date which is twenty (20) days prior to the current expiration date of the
Letter of Credit, Landlord shall have the right to draw on such bank at sight
for the balance remaining in such Letter of Credit and hold and apply the
proceeds thereof in accordance with the provisions of Article 33. Each Letter of
Credit to be deposited and maintained with Landlord (or the proceeds thereof)
shall be held by Landlord as security for the faithful performance and
observance by Tenant of the terms, provisions and

xlii

conditions of this Lease, and in the event that (x) any default occurs under
this Lease, or (y) Landlord transfers its right, title and interest under
this Lease to a third party and the bank issuing such Letter of Credit does
not consent to the transfer of such Letter of Credit to such. third party, or
(z) notice is given by the bank issuing such Letter of Credit that it does
not intend to renew the same, as above provided, then, in any such event,
Landlord may draw on such Letter of Credit, and the proceeds of such Letter
of Credit shall then be held and applied as security (and be replenished, if
necessary) as provided in Article 33 and ▇▇▇▇▇. In the event Landlord shall
use, apply or retain the whole or any part of the security deposited
hereunder, Tenant shall immediately deliver to Landlord an amount equal to
the sum used, applied or retained by Landlord in accordance therewith so that
at all times during the term hereof, Landlord shall have as security
hereunder an amount equal to $950,000.00. Tenant shall pay Landlord's
reasonable attorneys' fees in connection with the replacement, substitution
or amendment of the Letter of Credit described herein.

(b) Provided that Tenant shall not be in default beyond any
applicable grace period and/or notice period under any of its obligations under
this Lease on each Reduction Date (as hereafter defined), then commencing on the
twelve month anniversary of the expiration of the Abatement Period (the "Rent
Paying Date") and on each subsequent anniversary of the Rent Paying Date (each
such date being referred to herein as a "Reduction Date"), Landlord shall return
to Tenant the amount of $95,000, constituting a portion of the security
deposited with Landlord hereunder, or if Tenant shall have delivered a Letter of
Credit to Landlord, then on each such Reduction Date Tenant shall be permitted
to deliver a new Letter of Credit to Landlord in lieu of the Letter of Credit
then being held by Landlord in an amount equal to (x) the amount of the then
current Letter of Credit MINUS (y) $95,000 and Landlord shall simultaneously
with such delivery return the prior Letter of Credit to Tenant, or the Letter of
Credit may automatically reduce by said amount on each Reduction Date, provided
however that in such case, if Landlord shall notify the issuing bank that Tenant
is in default hereunder, the Letter of Credit shall not automatically reduce on
the Reduction Date until Landlord shall notify said bank that the default is
cured (a copy of which notice Landlord shall also send to Tenant), it being
agreed that if Landlord shall fail to notify the bank within fifteen (15) days
from the date of Landlord's original notice to the bank, such default shall be
deemed cured. In no event shall the security deposited with Landlord hereunder
be reduced below $95,000. Landlord's and Tenant's rights with respect to the
reduced security deposit, each new Letter of Credit to be provided in accordance
with this Section (b) or a reduced Letter of Credit, shall be the same as if
such reduced security deposit or such Letter of Credit or reduced Letter of
Credit had in each instance been provided for as the original security deposit
or Letter of Credit hereunder.

N. Landlord hereby waives any lien rights against Tenant's
furniture, fixtures, equipment or personal property that it might otherwise
have under applicable law.

0. Throughout the term of the Lease, Tenant shall have the
right, at Tenant's expense, to install and maintain risers and conduits not to
exceed 16 square inches in size in the east stairway of the Building. Subject to
Landlord's prior consent, such risers and conduits may run between the floors on
which the Premises are located and other parts of the Building, including
without limitation, the roof and basement and may contain cables, ducts, flues,
pipes and other devices which Tenant shall deem necessary for the
communications, data processing, supplemented HYAC and other facilities
servicing the Premises.

P. Subject to availability at the time of Tenant's request,
Tenant, upon request of Landlord, shall be entitled to lease storage space in
the Building or at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ at Landlord's then standard rates
therefor.

Q. Landlord, at its sole cost and expense, shall install and
maintain such life safety systems for the Building as shall be required by
Legal Requirements. Any spare points and/or excess capacity in the Building's
class "E" system shall be provided to Tenant at no additional cost or
expense, in connection with Tenant's Work.

xliii

EXHIBIT A

[FLOORPLAN]

EXHIBIT B

RULES AND REGULATIONS

1. The sidewalks, driveways, entrances, passages, courts, lobbies,
esplanade areas, atrium, plazas, elevators, escalators, stairways,
vestibules, corridors, halls and other public portions of the Building
("Public Areas") shall not be obstructed or encumbered by any tenant or used
for any purpose other than ingress and egress to and from the Premises, and
no tenant shall permit any of its employees, agents, licensees or invitees to
congregate or loiter in any of the Public Areas. No tenant shall invite to,
or permit to visit, its premises persons in such numbers or under such
conditions as may interfere with the use and enjoyment by others of the
Public Areas. Fire exits and stairways are for emergency use only, and they
shall not be used for any other purposes by any tenant, or the employees,
agents, licensees or invitees of any tenant. Landlord reserves the right to
control and operate, and to restrict and regulate the use of, the Public
Areas and the public facilities, as well as facilities furnished for the
common use of the tenants, in such manner as it deems best for the benefit of
the tenants generally, including the right to allocate certain elevators for
delivery service, and the right to designate which Building entrances shall
be used by persons making deliveries in the Building. No doormat of any kind
whatsoever shall be placed or left in any public hall or outside any entry
door of the Premises.

2. No awnings or other projections shall be attached to the outside
walls of the Building.

3. No sign, insignia, advertisement, lettering, notice or other object
shall be exhibited, inscribed, painted or affixed by any tenant on any part
of the outside or inside of the Premises or the Building or on corridor walls
without the prior consent of Landlord. Signs on each entrance door of the
Premises shall conform to building standard signs, samples of which are on
display in Landlord s rental office. Such signs shall, at the expense of
Tenant, be inscribed, painted or affixed by signmakers approved by Landlord.
In the event of the violation of the foregoing by any tenant, Landlord may
remove the same without any liability, and may charge the expense incurred in
such removal to the tenant or tenants violating this rule. Interior signs,
elevator cab designations, if any, and lettering on doors and the Building
directory shall, if and when approved by Landlord, be inscribed, painted or
affixed for each tenant by Landlord, at the expense of such tenant, and shall
be of a size, color and style acceptable to Landlord. Only Tenant and its
permitted assignees and subtenants named in the lease shall be entitled to
appear on the directory tablet. Additional names may be added in Landlord s
sole discretion under such terms and conditions as the Landlord may
reasonably approve.

4. Neither the sashes, sash doors, skylights or windows that reflect
or admit light and air into the halls, passageways or other public places in
the Building nor the heating, ventilating and air conditioning vents and
doors shall be covered or obstructed by any tenant, nor shall any bottles,
parcels or other articles be placed on the window ▇▇▇▇▇ or on the peripheral
heating enclosures. Tenant shall have no right to remove or change shades,
blinds or other window coverings within the Premises without Landlord's
consent.

5. No showcases or other articles shall be put by Tenant in front of
or affixed to any part of the exterior of the Building, nor placed in the
Public Areas.

B-1

6. No acids, vapors or other harmful materials shall be discharged, or
permitted to be discharged, into the waste lines, vents or flues of the
Building. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were designed and
constructed, and no sweepings, rubbish, rags, acids or other foreign
substances shall be thrown or deposited therein. Nothing shall be swept or
thrown into the Public Areas or other areas of the Building, or into or upon
any heating or ventilating vents or registers or plumbing apparatus in the
Building, or upon adjoining buildings or land or the street. The cost of
repairing any damage resulting from any misuse of such fixtures, vents,
registers and apparatus and the cost of repairing any damage to the Building,
or to any facilities of the Building, or to any adjoining building or
property, caused by any tenant, or the employees, agents, licensees or
invitees of such tenant, shall be paid by such tenant. Any cuspidors or
similar containers or receptacles shall be emptied, cared for and cleaned by
and at the expense of such tenant.

7. No tenant shall ▇▇▇▇, paint, drill into, or in any way deface, any
part of the Premises of the Building, except in connection with the
performance of permitted Alterations. No boring, cutting or stringing of
wires shall be permitted, except with the prior written consent of, and as
directed by, Landlord. No telephone, telegraph or other wires or instruments
shall be introduced into the Building by any tenant except in a manner
approved by Landlord. No tenant shall lay linoleum, or other similar floor
covering, so that the same shall come in direct contact with the floor of its
premises, and, if linoleum or other similar floor covering is desired to be
used, an interlining of builder's deadening felt shall be first affixed to
the floor, by a paste or other material, soluble in water, the use of cement
or other similar adhesive material being expressly prohibited.
Notwithstanding the foregoing, Landlord agrees that the "gluedown" carpet
proposed to be used by Tenant shall be permitted.

8. No bicycles, vehicles, animals (except seeing eye dogs), fish or
birds of any kind shall be brought into, or kept in or about, the Premises.

9. No noise, including, but not limited to music, the playing of
musical instruments, recordings, radio or television, which, in the
reasonable judgment of Landlord, might disturb other tenants in the Building,
shall be made or permitted by any tenant. Nothing shall be done or permitted
by any tenant which would unreasonably impair or interfere with the use or
enjoyment by any other tenant of any other space in the Building.

10. Nothing shall be done or permitted in the Premises, and nothing
shall be brought into, or kept in or about the Premises, which would impair
or interfere with any of the Building Equipment or the services of the
Building or the proper and economic heating, ventilating, air conditioning,
cleaning or other services of the Building or the Premises, nor shall there
be installed by any tenant any ventilating, air conditioning, electrical or
other equipment of any kind which, in the reasonable judgment of Landlord,
might cause any such impairment or interference. No tenant, nor the
employees, agents, licensees or invitees of any tenant, shall at any time
bring or keep upon its premises any inflammable, combustible or explosive
fluid, chemical or substance, other than ordinary cleaning supplies.

11. No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by any tenant, nor shall any changes be made in locks
or the mechanism thereof. Duplicate keys for the Premises and toilet rooms
shall be procured only from Landlord, and Landlord may make a reasonable
charge

B-2

therefor. Each tenant shall, upon the expiration or sooner termination

B-3

of the lease of which these Rules and Regulations are a part, turn over to
Landlord all keys to stores, offices and toilet rooms, either furnished to,
or otherwise procured by, such tenant, and in the event of the loss of any
keys furnished by Landlord, such tenant shall pay to Landlord the cost of
replacement locks. Notwithstanding the foregoing, Tenant may, with Landlord's
prior consent, install a security system in the Premises which uses master
codes or cards instead of keys provided that Tenant shall provide Landlord
with the master code or card for such system.

12. All removals, or the carrying in or out of any safes, freight,
furniture, packages, boxes, crates or any other object or matter of any
description shall take place only during such hours and in such elevators as
Landlord may from time to time reasonably determine, which may involve
overtime work for Landlord's employees. Tenant shall reimburse Landlord for
extra costs incurred by Landlord including but not limited to the cost of
such overtime work. Landlord reserves the right to inspect all objects and
matter to be brought into the Building and to exclude from the Building all
objects and matter which violate any of these Rules and Regulations or the
lease of which these Rules and Regulations are a part. Landlord may require
any person leaving the Building with any package or other object or matter to
submit a pass, listing such package or object or matter, from the tenant from
whose premises the package or object or matter is being removed, but the
establishment or enforcement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the
removal of property from the premises of such tenant. Landlord shall in no
way be liable to any tenant for damages or loss arising from the admission,
exclusion or rejection of any person to or from the Premises or the Building
under the provisions of Rule 12 or of Rule 15 hereof.

13. No tenant shall use or occupy, or permit any portion of its
premises to be used or occupied, as an office for a public stenographer or
public typist, or for the possession, storage, manufacture or sale of
narcotics or dope or as a ▇▇▇▇▇▇, beauty or manicure shop, telephone or
telegraph agency, telephone or secretarial service, messenger service, travel
or tourist agency, retail, wholesale or discount shop for sale of
merchandise, retail service shop, labor union, classroom, company engaged in
the business of renting office or desk space, or for a public finance
(personal loan) business, or has a hiring employment agency, or as a stock
brokerage board room. No tenant shall engage or pay any employee in its
premises, except those actually working for such tenant on its premises, nor
advertise for laborers giving an address at the Building. No tenant shall use
its premises or any part thereof, or permit the Premises or any part thereof
to be used, as a restaurant, shop, booth or other stand, or for the conduct
of any business or occupation which predominantly involves direct patronage
of the general public, or for manufacturing, or for the sale at retail or
auction of merchandise, goods or property of any kind.

14. Landlord shall have the right to prohibit any advertising or
identifying sign by any tenant which, in the reasonable judgment of Landlord,
tends to impair the appearance or reputation of the Building or the
desirability of the Building as a building for offices, and upon written
notice from Landlord, such tenant shall refrain from and discontinue such
advertising or identifying sign.

15. Landlord reserves the right to exclude from the Building all
employees of any tenant who do not present a pass to the Building signed by
such tenant. Landlord or its' agent will furnish passes to persons for whom
any

B-4

tenant requests same in writing. Landlord reserves the right to require all
other persons

B-5

entering the Building to sign a register, to be announced to the tenant such
person is visiting, and to be accepted as a visitor by such tenant or to be
otherwise properly identified (and, if not so accepted or identified,
reserves the right to exclude such persons from the Building) and to require
persons leaving the Building to sign a register or to surrender a pass given
to such person by the tenant visited. Each tenant shall be responsible for
all persons for whom it requests any such pass or any person whom such tenant
so accepts, and such tenant shall be liable to Landlord for all acts or
omissions of such persons. Any person whose presence in the Building at any
time shall, in the judgment of Landlord, be prejudicial to the safety,
character, security, reputation or interests of the Building or the tenants
of the Building may be denied access to the Building or may be ejected from
the Building. In the event of invasion, riot, public excitement or other
commotion, Landlord may prevent all access to the Building during the
continuance of the same by closing the doors or otherwise, for the safety of
tenants and the protection of property in the Building.

16. All entrance doors in the Premises shall be kept locked by each
tenant when its premises are not in use. Entrance doors shall not be left
open at any time.

17. Each tenant shall, at the expense of such tenant, provide light,
power and water for the employees of Landlord, and the agents, contractors
and employees of Landlord, while doing janitor service or other cleaning in
the premises demised to such tenant and while making repairs or alterations
in its premises.

18. The premises shall not be used for lodging or sleeping or for any
immoral or illegal purpose.

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

20. Canvassing, soliciting and peddling in the Building are prohibited
and each tenant shall cooperate to prevent the same.

21. The employees, agents, licensees and invitees of any tenant shall
not loiter around the Public Areas or the front, roof or any part of the
Building used in common by other occupants of the Building.

22. There shall not be used in any space, or in the Public Areas,
either by any tenant or by others, in the moving or delivery or receipt of
safes, freight, furniture, packages, boxes, crates, paper, office material or
any other matter or thing, any hand trucks except those equipped with rubber
tires, side guards and such other safeguards as Landlord shall require. No
hand trucks shall be used in passenger elevators.

23. No tenant shall cause or permit any odors of cooking or other
processes, or any unusual or objectionable odors, to emanate from its
premises which would unreasonably annoy other tenants or create a public or
private nuisance. No cooking shall be done in the Premises except as is
expressly permitted in the lease of which these Rules and Regulations are a
part.

24. All paneling, doors, trim or other wood products not considered
furniture shall be of fire-retardant materials. Before installation of any
such

B-6

materials, certification of the materials' fire-retardant characteristics
shall be submitted to

B-7

and approved by Landlord, and installed in a manner approved by Landlord.

25. Whenever any tenant shall submit to Landlord any plan, agreement or
other document for the consent or approval of Landlord, such tenant shall pay
to Landlord, on demand, a processing fee in the amount of the reasonable
out-of-pocket fees for the review thereof, including the services of any
architect, engineer or attorney employed by Landlord to review such plan,
agreement or document.

26. Landlord reserves the right to rescind, alter, waive or add, as to
one or more or all tenants, any rule or regulation at any time prescribed for
the Building when, in the judgment of Landlord, Landlord deems it necessary
or desirable for the reputation, safety, character, security, care,
appearance or interests of the Building, or the preservation of good order
therein, or the operation or maintenance of the Building, or the equipment
thereof, or the comfort of tenants or others in the Building. No rescission,
alteration, waiver or addition of any rule or regulation in respect of one
tenant shall operate as a rescission, alteration or waiver in respect of any
other tenant.

27. Tenant shall cooperate fully with Landlord at all times and abide
by all regulations and requirements which Landlord may reasonably prescribe
for the proper functioning and protection of the heating, air conditioning
and ventilation system.

28. Tenant, as an inducement to Landlord to enter into this Lease, has
and does represent, covenant and agree that Tenant will take all necessary
measures and institute all procedures as may be necessary to insure that
Tenant's clients, invitees, and personnel do not loiter or congregate in the
public areas of the Building (including but not limited to the corridors,
elevators, lobbies, lavatories, etc.) and that such clients, invitees and
personnel will at all times conduct themselves in a proper businesslike
manner when passing through such public areas of the Building for purposes of
access and egress to and from the demised premises. Tenant further
acknowledges and agrees that any breach by Tenant of its foregoing agreements
and representations will materially injure Landlord who has intentions to
rent space in the Building to major tenants and who does not wish to have
other tenants of the Building disturbed, annoyed or inconvenienced.
Accordingly, it is expressly agreed that any violation by Tenant of its
agreements, representations and obligations pursuant to this paragraph shall
constitute a material default by Tenant under the terms of this Lease
entitling Landlord to exercise any and all rights granted Landlord pursuant
to Articles 17 and 18 of this Lease including, without limitation, the right
to terminate this Lease and recover possession of the demised premises by
reason of Tenant's default.

29. Tenant shall at no time leave any merchandise, supplies, materials
or refuse in the hallways or other common portions of the Building or in any
other area of the Building other than the demised premises. Tenant covenants
that all garbage and refuse shall be kept in proper containers, securely
covered, until removed from the Building so as to prevent the escape of
objectionable fumes and odors and the spread of vermin, and Tenant further
covenants that no refuse and/or garbage shall be permitted to remain on the
sidewalks adjacent to the Building.

30. Tenant shall not store or keep any equipment, furniture, supplies,
materials, refuse, or merchandise on any terrace which forms a part of the
Premises. Tenant covenants that any such terrace shall be used by Tenant only

B-8

in a safe and sanitary manner and in a manner which does not disturb the
quiet enjoyment of the other tenants in the Building. Tenant shall

B-9

indemnify and hold Landlord harmless from and against any and all claims,
actions, damages, liability, cost and expenses (including attorneys' fees and
disbursements) which arise in connection with Tenant's use of the terrace.
This Paragraph 30 may from time to time be supplemented by such additional
rules and regulations as may be promulgated by Landlord.

31. Landlord agrees that the Rules and Regulations will be enforced
against Tenant in a nondiscriminatory manner.

B-10

EXHIBIT C

LANDLORD'S WORK

1. Cause the Premises to be delivered with electrical capacity of 6
▇▇▇▇▇ per rentable square foot demand load, exclusive of that necessary for
ventilating and air conditioning systems.

2. Furnish and install three new 15 ton Building standard air-cooled
air conditioning units, including all necessary compressor fans (the
"Air-cooled A/C Units") on the eighth floor of the Premises, to be located in
the mechanical room shown on Tenant's Plans, on vibration isolation pads,
fixed in place, for a first class installation. The Air-cooled A/C Units
shall be vented from windows on the north side of the Building facing the
courtyard. Landlord shall furnish and install louvers on the exterior of such
windows as required for intake and exhaust, shall furnish and install air
intake ductwork connections between the louvers and the Air-cooled A/C Units,
and air discharge ductwork connections between the mechanical room and
louvers, all in a first class manner. Landlord shall also furnish and install
the electrical power to the Air-cooled A/C Units including all necessary
electrical wiring, transformers, shut-off switches and subpanels for the
operation of the equipment to be installed by Landlord, but such obligations
shall not include the control wiring. In connection with such installation,
Landlord shall have no obligation to provide an air economizer cycle. The
make and model of the Air-cooled A/C Units shall be selected by Landlord from
the list attached hereto as Exhibit C-1. It shall be the responsibility of
the Tenant to perform all engineering and design work in connection with the
installation of the ductwork, to provide and install all ductwork (and
insulation as necessary) and to procure all Building Department approvals,
including inspections and Equipment Use permits. Landlord agrees to assign to
Tenant all assignable warranties obtained by Landlord relating to the
Air-cooled A/C Unit.

3. Make available to Tenant input points at the Building command
station located in the lobby in order for Tenant to hook-up its Class E life
safety system to the Building system, which hook-up shall be performed by
Tenant at Tenant's sole cost and expense.

4. Demolish all existing installations, including, but not limited to,
all existing carpeting, all partitions, suspended ceilings, wiring, column
enclosures (down to original plaster), light fixtures, all duct work in the
Premises (excluding the two main air ducts passing through the 9th floor
portion of the Premises and serving the balance of the 9th floor),
supplemental units, and electrical and communication receptacles on both
floors comprising the Premises, and remove all debris and stored materials
thereon.

5. Deliver the Premises broom-clean and vacant, together with an ACP-5
Certificate.

6. Furnish and install a cast iron radiator at each perimeter window,
unless same presently exists.

7. Demise the ninth floor of the Premises substantially as shown on
Exhibit A-1 hereto.

EXHIBIT C-I

AIR-COOLED A/C UNITS TYPE AND MODEL

1. Cold Wave AVT-180-532
2. York #DISK 18025A
3. Skymark BAC180D32A-A
4. Carrier #50 BD-018

EXHIBIT D

CLEANING SPECIFICATIONS

TENANT OFFICE AREAS

NIGHTLY:

1. Sweep all uncarpeted flooring using chemically treated dust mop
to prevent dust dispersion.

2. Sweep all private stairway structures.

3. All carpeting and rugs to be carpet swept four (4) nights per
week and vacuum cleaned once each week.

4. Empty and clean all ashtrays and screen all sand urns.

5. Empty wastebaskets and other trash receptacles; remove rubbish to
designated areas within the building. Plastic and/or burlap bags
used for the removal of rubbish to be furnished by Landlord and
shall be adequate to hold contents without breaking.

6. Hand dust and wipe clean with chemically treated cloth all
furniture, file cabinets, fixtures, window ▇▇▇▇▇ and convector
enclosed tops within arm's reach.

7. Move and dust under all desk equipment and phones, replacing and
dusting said equipment.

8. Dust metal doors of all elevator cabs.

9. Remove all gum and foreign matter on sight.

10. Wash clean all water coolers and fountains.

11. All slop sink and storage areas to be kept neat and clean.

12. During cleaning operation, a minimum number of lights are to be
left on. Upon completion of said operation, all lights must be
turned off.

LAVATORIES (CORE LAVATORIES ONLY)

NIGHTLY:

1. Scour, wash and disinfect all basins, bowls and urinals with
approved germicidal detergent solution.

2. Wash and disinfect both sides of all toilet seats with approved
germicidal detergent solution.

3. Wash and polish with a non-acid polish all mirrors, powder

shelves, bright work and enamel surfaces in all lavatories.

4. Hand dust and clean, washing where necessary.

5. Sweep and wash all lavatory flooring with an approved
disinfectant.

6. Empty and clean all paper towel and sanitary disposal
receptacles, transporting waste to the designed location.

7. Fill toilet tissue holders, soap dispensers and paper towel
dispensers. Supplies to be furnished by Tenant.

8. Report all mechanical deficiencies, dripping faucets, etc., to
the Building Manager.

Exhibit 10.7

EXECUTION DOCUMENT

LEASE

B.J.W. ASSOCIATES

▇▇▇▇▇ ▇▇▇▇▇▇ AND ASSOCIATES, INC.

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇

TABLE OF CONTENTS

LEASE

Article Page

RIDER

Article Page

party of the second part, hereinafter referred to as TENANT.

RENT 1. Tenant shall pay the rent as above and as hereinafter
provided.

OCCUPANCY 2. Tenant shall use and occupy demised premises for the
general and executive offices of Tenant commensurate with the character and
dignity of the Building and for no other purpose.

INSURANCE FLOOR LOADS
Tenant's sole, cost and expense, shall promptly comply with all
present and future laws, orders and regulations of all state, federal,
municipal and local governments, departments, commissions and boards and any
direction of any public officer pursuant to law, and all orders, rules and
regulations of the New York Board of Fire Underwriters or any similar body(13)
which shall impose any violation, order or duty upon Landlord or Tenant with
respect to the demised premises arising out of Tenant's(14) use or manner of use
thereof(15) or with respect to the building if arising out of Tenant's use or
manner of

REQUIREMENTS 6. Prior to the commencement of the lease term, if Tenant is
OF LAW, FIRE then in possession, and at all times thereafter, Tenant, at
use of the premises or the building (including the use permitted under the
lease).(1) Nothing herein shall require Tenant to make structural repairs or
alterations unless Tenant has by its manner of use of the demised premises or
method of operation therein, violated any such laws, ordinances, orders, rules,
regulations or requirements with respect thereto. Tenant may, after securing
Landlord to Landlord's(2) satisfaction against all damages, interest, penalties
and expenses including, but not limited to reasonable attorney's fees, by cash
deposit(3) or by surety bond in an amount and in a company(4) satisfactory to
Landlord, contest and appeal any such laws, ordinances,

orders, rules, regulations or requirements provided same is done
with all reasonable promptness and provided such appeal shall not subject
Landlord to prosecution for a criminal offense or constitute a default under
any lease or mortgage under which Landlord may be obligated, or cause the
demised premises or any part thereof to be condemned or vacated. Tenant
shall not do or permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate or be in conflict
with public liability, fire or other polices of insurance at any time carried
by or for the benefit of Landlord with respect to the demised premises or the
building of which he demised premises form a part, or which shall or might
subject Landlord to any liability or responsibility to any person or for
property damage, nor shall Tenant keep anything in the demised premises
except as now or hereafter permitted by the Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization or other authority having
jurisdiction, and then only in such manner and such quantity so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building
or any property located therein over that in effect prior to the commencement
of Tenant's occupancy.(5) Tenant shall pay all costs, expenses, fines,
penalties, or damages, which may be imposed upon Landlord by reason of
Tenant's failure to comply with the provisions of this article and if by
reason of such failure the fire insurance rate shall, at the beginning of
this lease or at any time thereafter, be higher than it otherwise would be,
then Tenant shall reimburse Landlord, as additional rent hereunder, for that
portion of all fire insurance premiums thereafter paid by Landlord which
shall have been charged because of such failure by Tenant, and shall make
such reimbursement upon the first day of the month following such outlay by
Landlord. In any action or proceeding wherein Landlord and Tenant are
parties a schedule or "make-up" of rate for the building or demised premises
issued by the New York Fire Insurance Exchange, or other body making fire
insurance rates applicable to said premises shall be conclusive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rate then applicable to said premises. Tenant shall not place a
load upon any floor of the demised premises exceeding the floor load per
square foot area which it was designed to carry and which is allowed by law.
Landlord reserves the right to(6) prescribe the weight and position of all
safes, business machines and mechanical equipment. Such installations shall
be placed and maintained by Tenant, at Tenant's expense, in settings
sufficient, in Landlord's(7) judgment, to absorb and prevent vibration, noise
and annoyance.

SEE ARTICLE 47 PROPERTY - LOSS,
DAMAGE, REIMBURSEMENT, INDEMNITY
8. Landlord(8) shall not be liable for any damage to property of
Tenant or of others entrusted to employees of the building, nor for loss of
or damage to any property of Tenant by theft or otherwise, nor for any injury
or damage to persons or property resulting from any cause of whatsoever
nature, unless caused by or due to the negligence(9) of Landlord, its agents,
servants or employees; nor shall Landlord or its agents be liable for any
such damage caused by other tenants or persons in, upon or about said
building or caused by operations in construction of any private, public or
quasi public work. If at any time any windows of the demised premises are
temporarily closed, darkened or bricked up (or permanently closed, darkened
or bricked up, if required by law).(10) 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 rent nor shall the same
release Tenant from it obligations hereunder nor constitute an eviction.
Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures into or out of the building without Landlord's prior
written consent. If such safe, machinery, equipment, bulky matter or
fixtures requires special handling, all work in connection therewith shall
comply with the Administrative Code of the City of New York and all other
laws and regulations applicable thereto and shall be done during such hours
as Landlord may(11) designate. Tenant shall indemnify and save harmless
Landlord against and from all liabilities, obligations, damages, penalties,
claims, costs and expenses for which Landlord shall not be reimbursed by
insurance,(12) including reasonable attorneys fees, paid, suffered or incurred
as a result of any breach by Tenant, Tenant's agents, contractors, employees,
invitees, or licensees, of any covenant or condition of this lease, or the
carelessness, negligence or improper conduct of the Tenant, Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under this
lease extends to the acts and omissions of any subtenant, and any agent,
contractor, employee, invitee or licensee of any subtenant. In case any
action or proceeding is brought against Landlord by reason of any such claim,
Tenant, upon written notice from Landlord, will, at Tenant's expense, resist
or defend such action or proceeding by counsel.(13)

DESTRUCTION, FIRE AND OTHER CASUALTY
9. (a) If the demised premises or any part thereof shall be
damaged by fire or other casualty, Tenant shall give immediate notice thereof
to Landlord and this lease shall continue in full force and effect except as
hereinafter set forth. (b) If the demised premise are partially damaged or
rendered partially unusable by fire or other casualty, the damages thereto
shall be repaired by and at the expense of Landlord and the rent, until such
repair shall be substantially completed,(14) shall be apportioned from the day
following the casualty according to the part of the premises which is
usuable(15), (c) If the demised premises are totally damaged or rendered wholly
unusable by fire or other casualty, then the rent shall be proportionately
paid up to the time of the casualty and thenceforth shall cease until the
date when the premises shall have been repaired and restored by Landlord,
subject to Landlord's right to elect not to restore the same as hereinafter
provided.(16) (d) If the demised premises are rendered wholly unusable or
(whether or not the demised premises are damaged in whole or in part) if the
building shall be so damaged that Landlord shall decide to demolish it or to
rebuild it, then, in any such events, Landlord may elect to terminate this
lease by written notice to Tenant given with 90 days after such fire or
casualty specifying a date for the expiration of the lease, which date shall
not be more than 60 days after giving such notice, and upon the date
specified in such notice the term of the lease shall expire as fully and
completely as if such date were the date set forth above for the termination
of this lease and Tenant shall forthwith quit, surrender and vacate the
premises without prejudice however to Landlord's rights and remedies against
Tenant under the lease provisions in effect prior to such termination, and
any rent owing shall be paid up to such date and any payments of rent made by
Tenant which were on account of any period subsequent to such date shall
be(17) returned to Tenant. Unless(18) shall serve a termination notice as
provided for herein, Landlord shall make the repairs and restorations under the
conditions of (b) and (c) hereof, with all reasonable expedition subject to
delays due to adjustment of insurance claims, labor troubles and causes
beyond Landlord's control. After any such casualty, Tenant shall cooperate
with Landlord's restoration by removing from the premises as promptly as
reasonably possible, all of Tenant's salvageable inventory and movable
equipment, furniture, and other property. Tenant's liability for rent shall
resume five (5) days after written notice from Landlord that the premises are
substantially ready for Tenants occupancy(19), (20)(e) Nothing contained
hereinabove shall relieve Tenant from liability that may exist as a result of
damage from fire or other casualty. Notwithstanding the foregoing, each
party shall look first to any insurance in its favor before making any claim
against the other party for recovery for loss or damage resulting from fire
or other casualty, and to the extent that such insurance is in force and
collectible and to the extent permitted by law, Landlord and Tenant each
hereby releases and waives all right of recovery against the other or anyone
claiming through or under each of them by way of subrogation or otherwise.
The foregoing release and waiver shall be in force only if both releasors'
insurance policies contain a clause providing that such a release or waiver
shall not invalidate the insurance and also provided that such a policy can
be obtained without additional premiums Tenant acknowledges that Landlord
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Landlord will not be obligated to repair any damage thereto or
replace the same. (f) Tenant hereby waives the provisions of Section 227 of
the Real Property Law and agrees that the provisions of this article shall
govern and control in lieu thereof.

ASSIGNMENT, MORTGAGE, ETC.

ELECTRIC CURRENT

12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto.

ACCESS TO PREMISES
13. Landlord or Landlord's agents shall have the right (but shall not
be obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times,(1) to examine the same and to make such
repairs, replacements and improvements as Landlord may deem necessary and
reasonably desirable to the demised premises or to any other portion of the
building or which landlord may elect to perform following Tenant's failure to
make repairs or perform any work which Tenant is obligated to perform under
this lease, or for the purpose of complying with laws, regulations and other
directors of governmental authorities.(1) Tenant shall permit Landlord to use
and maintain and replace pipes and conduits in and through the demised
premises and to erect new pipes and conduits therein. Landlord may, during
the progress of any work in the demised premises, take all necessary
materials and equipment into said premises without the same constituting an
eviction nor shall the Tenant be entitled to any abatement of rent while such
work is in progress nor to any damages by reason of loss or interruption of
business or otherwise. Throughout the term hereof, Landlord shall have the
right to enter the demised premises at reasonable hours(3) for the purpose of
showing the same to prospective purchasers or mortgagees of the building, and
during the last(4) ____ of the term for the purpose of showing the same to
prospective tenants. If Tenant is not present to open and permit an entry
into the premises, Landlord or Landlord's agents may enter the same whenever
such entry may be necessary or permissible by master key or forcibly(5) and
provided reasonable care is exercised to safeguard Tenant's property and such
entry shall not render Landlord or its agents liable therefor, nor in any
event shall the obligations of Tenant hereunder be affected. Landlord shall
have the right at any time, without the same constituting an eviction and
without incurring liability to Tenant therefor to change the arrangement
and/or location of public entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets, or other public parts of the building and to
change the name, number or designation by which the building may be known.(6)

VAULT, VAULT SPACE AREA
14. No Vaults, vault space or area, whether or not enclosed or
covered, not within the property line of the building is leased hereunder,
anything contained in or indicated on any sketch, blue print or plan or
anything contained elsewhere in this lease to the contrary notwithstanding.(7)
Landlord makes no representation as to the location of the property line of
the building. All vaults and vault space and all such areas not within the
property line of the building, which Tenant may be permitted to use and/or
occupy, is to be used and/or occupied under a revocable license, and if any
such license be revoked, or if the amount of such space or area be diminished
or required by any federal, state or municipal authority or public utility,
Landlord shall not be subject to any liability nor shall Tenant be entitled
to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual
eviction. Any tax fee or charge of municipal authorities for such vault or
area shall be paid by Tenant.(8)

OCCUPANCY
15. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy(9) issued for the building of which
the demised premises are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to
Landlord's work, if any. In any event, Landlord makes no representation as
to the condition of the premises and Tenant agrees to accept the same subject
to violations whether or not of record.(10)

BANKRUPTCY
16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Landlord by the sending of a
written notice to Tenant within a reasonable time after the happening of any
one or more of the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the debtor(11), or
(2) the making by Tenant of an assignment or any other arrangement for the
benefit of creditors under any state statue. Neither Tenant nor any person
claiming through or under Tenant, or by reason of any statute or order of
court, shall thereafter be entitled to possession of the premises demised but
shall forthwith quit and surrender the premises. If this lease shall be
assigned in accordance with its terms, the provisions of this Article 16
shall be applicable only to the party then owning Tenant's interest in this
lease.
(b) It is stipulated and agreed that in the event of the termination of this
lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any
other provisions of this lease to the contrary, be entitled to recover from
Tenant as and for liquidated damages an amount equal to the difference
between the rent reserved hereunder for the unexpired portion of the term
demised and the fair and reasonable rental value of the demised premises for
the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination
and the fair and reasonable rental value of the demised premises for the
period for which such installment was payable shall be discounted to the date
of termination at the rate of four per cent (4%) per annum. If such premises
or any part thereof be relet by the owner for unexpired term of said lease,
or any part thereof, before presentation of proof of such liquidated damages
to any court, commission or tribunal, the amount of rent reserved upon such
reletting shall be deemed to be the fair and unreasonable rental value for
the part or the whole of the premises so re-let during the term of the
re-letting. Nothing herein contained shall limit or prejudice the right of
the Owner to prove for and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by any statute or rule of
law in effect at the time when, and governing the proceedings in which, such
damages are to be proved, whether or not such amount be greater, equal to, or
less than the amount of the difference referred to above.

DEFAULT
17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or
if the demised premises are damaged by reason of negligence or carelessness
of Tenant, its agents, employees or invitees; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property
whereupon the demised premises shall be taken or occupied by someone other
than Tenant or if Tenant shall make default with respect to any other lease
between Landlord and Tenant; then, any one or more of such events, upon
Landlord serving a written said ____ (12) days notice upon Tenant specifying
the nature of said default and upon the expiration of said ____ (12) days, if
Tenant shall have failed to comply with or remedy such default, or if the
said default or omission complained of shall be of a nature that the same
cannot be completely cured or remedied within said ____ (12) day period, and if
Tenant shall not have diligently commenced curing such default within such
(10) day period, and shall not thereafter with reasonable diligence and in good
faith proceed to remedy or cure such default, then Landlord may serve a
written three (3) days' notice of cancellation of this lease upon Tenant, and
upon the expiration of said three (3) days, this lease and the term
thereunder shall end and expire as fully and completely as if the expiration
of such three (3) day period were the day herein definitely fixed for the end
and expiration of this lease and the term thereof and Tenant shall then quit
and surrender the demised premises to Landlord but Tenant shall remain liable
as hereinafter provided. (2) If the notice provided for in (1) hereof shall
have been given, and the term shall expire as aforesaid; or if Tenant shall
make default in the payment of the rent reserved herein or any item of
additional rent herein mentioned or any part of either or in making any other
payment herein required(13), then and in any of such events Landlord may
without notice(14), re-enter the demised premises either by force or otherwise,
and dispossess Tenant by summary proceedings or otherwise, and the legal
representative of Tenant or other occupant of demised premises and remove
their effects and hold the premises as if this lease had not been made, and
Tenant hereby waives the service of notice of intention to re-enter or to
institute legal proceedings to that end. If Tenant shall make default
hereunder prior to the date fixed as the commencement of any renewal or
extension of this lease, Landlord may cancel and terminate such renewal or
extension agreement by written notice.

REMEDIES OF LANDLORD AND WAIVE OF REDEMPTION

18. In case of any such default(15) re-entry, expiration and/or
dispossess by summary proceedings or otherwise, (a) the rent shall become due
thereupon and be paid up to the time of such re-entry, dispossess and/or
expiration, together with such expenses as Landlord may incur for legal
expenses, attorneys' fees, brokerage, and/or putting the demised premises in
good order, or for preparing the same for re-rental; (b) Landlord may re-let
the premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms, which may at Landlord's option be less than
or exceed the period which would otherwise have constituted the balance of
the term of this lease and may grant concessions or free rent or charge a
higher rental than that in this lease, and/or (c) Tenant or the legal
representatives of Tenant shall also pay Landlord as liquidated damages for
the failure of Tenant to observe and perform said Tenant's covenants herein
contained, any deficiency between the rent hereby reserved and/or covenanted
to be paid and the net amount, if any, of the rents collected on account of
the lease or leases of the demised premises for each month of the period
which would otherwise have constituted the balance of the term of this lease.
The failure of Landlord to re-let the premises or any part or parts thereof
shall not release or affect Tenant's liability for damages. In computing
such liquidated damages there shall be added to the said deficiency such(16)
expenses as Landlord may incur in connection with re-letting, such as legal
expenses, attorneys' fees, brokerage, advertising and for keeping the demised
premises in good order or for preparing the same for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the
rent day specified in this lease and any suit brought to collect the amount
of the deficiency for any month shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Landlord, in putting the demised premises in good order or
preparing the same for re-rental may, at Landlord's option, make such
alterations, repairs, replacements, and/or decorations in the demised
premises as Landlord, in Landlord's sole judgment, considers advisable and
necessary for the purpose of re-letting the demised premises, and the making
of such alterations, repairs, replacements, and/or decorations shall not
operate or be construed to release Tenant from liability hereunder as
aforesaid. Landlord shall in no event be liable in any way whatsoever for
failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess,
if any, of such net rent collected over the sums payable by Tenant to
Landlord hereunder. In the event of a breach or

iii

FEES AND EXPENSES:
19. If Tenant shall default(1) in the observance or performance of any
term or covenant on tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, Landlord may immediately
or at any time thereafter and without notice perform the obligation of Tenant
thereunder, and if Landlord, in connection therewith or in connection with
any default by tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including
but not limited to attorneys' fees, in instituting, prosecuting or defending
any action or proceeding, such sums so paid or obligations incurred with
interest and costs shall be deemed to be additional rent hereunder and shall
be paid by Tenant to Landlord within ____ (2) days of rendition of any ▇▇▇▇ or
statement to tenant therefore, and if tenant's lease 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 damages.

NO REPRESENTATIONS BY LANDLORD
20. (3) Landlord nor Landlord's agents have made any representations or
promises with respect to the physical condition of the building, the land
upon which it is erected or the demised premises, the rents, leases, expenses
of operation or any other matter or thing affecting or related to the
premises except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise except as
expressly set forth in the provisions of this lease. Tenant has inspected
the building and the demised premisses and is thoroughly acquainted with
their condition, and (4) agrees to take the same "as is" and acknowledges that
the taking of possession of the demised premises by Tenant shall be conclusive
evidence that the said premises and the building of which the same form a part
were in good and satisfactory condition at the time such possession was so
taken, except as to latent defects. All understandings and agreements
heretofore made between the parties hereto are merged in this contract, which
alone fully and completely expresses the agreement between Landlord and Tenant
and any executory agreement hereafter made shall be ineffective to change,
modify, discharge or effect an abandonment of it 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.

END OF TERM
21. Upon the expiration or other termination of the term of this lease,
Tenant shall quit and surrender to Landlord the demised premises, broom
clean, in good order and condition, ordinary wear excepted, and Tenant shall
remove all its property.(5) Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If
the last day of the term of this lease or any renewal thereof, falls on
Sunday, this lease shall expire at noon on the preceding Saturday unless it
be a legal holiday in which case it shall expire at noon on the preceding
business day.

NO WAIVER
24. The failure of Landlord(6) to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease
or of any of the Rules or Regulations set forth or hereafter adopted by
Landlord, shall not prevent a subsequent act which would have originally
constituted a violation from having all the force and effect of an original
violation. The receipt by Landlord(7) of rent with knowledge of the breach of
any covenant of this lease shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Landlord(8)
unless such waiver be in writing signed by Landlord.(9) No payment by Tenant
or receipt by Landlord of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement of any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord's right to recover the balance of such rent or pursue any other
remedy in this lease provided. No act or thing done by Landlord or
Landlord's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises and no agreement to accept such
surrender shall be valid unless in writing signed by Landlord. No employee
of Landlord or Landlord's agent shall have any power to accept the keys of
said premises prior to the termination of the lease and the delivery of keys
to any such agent or employee shall not operate as a termination of the lease
or a surrender of the premises.

INABILITY TO PERFORM
26. ___ (11) lease and the obligation of Tenant to pay rent hereunder and
(12)perform all of the other covenants and agreements hereunder on part of(13)
to be performed shall in no wise be affected, impaired or excused because(14) is
unable to fulfill any of its obligations under this lease or to supply or is
delayed in supplying any service expressly or impliedly to be supplied or
unable to make, or is delayed in making any repair, additions, alterations or
decorations or is unable to supply or is delayed in supplying any equipment
or fixtures if(15) is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever including but not limited to,
government preemption in connection with a National Emergency or by reason of
any rule, order or regulation of a department or subdivision thereof of any
government agency or by reason of the conditions of supply and demand which
have been or are affected by war or other emergency.(16)

27. DELETED
SERVICES PROVIDED BY LANDLORD - WATER, ELEVATORS, HEAT, CLEANING, AIR
CONDITIONING

28. Landlord shall provide: (a) necessary elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m.
and have one elevator subject to call at all other times(17) (b) heat to the
demised premises when and as required by law, on business days from 8 a.m. to
6 p.m. and on Saturdays from 8 a.m. to 1 p.m.; (c)(18)water for ordinary
lavatory(19) purposes, but if Tenant uses or consumes water for any other
purposes or in unusual quantities (of which fact Landlord shall be the sole
judge), Landlord may install a water meter at Tenant's expense which Tenant
shall thereafter maintain at Tenant's expense in good working order and
repair to register such water consumption and Tenant shall pay for water
consumed as shown on said meter as additional rent as and when bills are
rendered, and on Tenant's default in making such payment, Landlord may pay
such charges and collect the same from Tenant. Such a meter shall also be
installed and maintained at Tenant's expense if required by Law or
Governmental Order. Tenant, if a water meter is so installed, covenants and
agrees to pay its proportionate share of the sewer rent and all other rents
and charges which are now or hereafter assessed, imposed or may become a lien
on the demised premises or the realty of which they are a part. If
applicable, air conditioning/cooling will be furnished from May 15th through
September 30th on business days (Mondays through Fridays, holidays excepted)
from 8:00 a.m. to 6:00 p.m. and ventilation will be furnished on business
days during the aforesaid hours except when air conditioning/cooling is being
furnished as aforesaid. If Tenant requires air conditioning/cooling or
ventilation for more extended hours or on Saturdays, Sundays or on holidays,
as defined under Landlord's contract with Operating Engineers Local 94-94A,
Landlord will furnish the same at Tenant's expense. (f) (20)Landlord shall
have no responsibility or liability for failure to supply the services agreed
to herein. Landlord reserves the right

to stop services of the heating, elevators, plumbing, air-conditioning, power
systems or cleaning or other services, if any, when necessary by reason of
accident or for repairs, alterations, replacements or improvements necessary
or desirable in the judgment of Landlord for as long as may be reasonably
required by reason thereof or by reason of strikes, accidents, laws, order or
regulations or any other reason beyond the control of Landlord.(1) If the
building of which the demised premises are a part supplies manually-operated
elevator service, Landlord at any time may substitute automatic-control
elevator service and upon ten days' written notice to Tenant, proceed with
alterations necessary therefor without in any wise affecting this lease or
the obligations of Tenant hereunder. The same shall be done with a minimum
of inconvenience to Tenant and Landlord shall pursue the alteration with due
diligence.(2)

SEE ARTICLE 40

CAPTIONS
29. 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.

DEFINITIONS
30. The term "office", or "offices", wherever used in this lease, shall
not be construed to mean premises used as a store or stores, for the sale or
display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, ▇▇▇▇▇▇ shop, or for other
similar purposes or for manufacturing. The term "Landlord" as used in this
lease means only the owner, or the mortgagee in possession, for the time being
of the land and building (or the owner of a lease of the building or, of the
land and building) of which the demised premises form a part, so that in the
event of any sale or sales of said land and building or of said lease, or in the
event of a lease of said building, or of the land and building, the said
Landlord shall be and hereby is entirely freed and relieved of all covenants and
obligations of Landlord hereunder(3) and it shall be deemed and construed
without further agreement between the parties or their successors in interest,
or between the parties and the purchaser, at any such sale, or the said lessee
of the building, or of the land and building, that the purchaser or the lessee
of the building has assumed and agreed to carry out any and all covenants and
obligations of Landlord, hereunder. The words "re-enter" and "re-entry" as used
in this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays (except such
portion thereof as is covered by specific hours in Article 28 hereof), Sundays
and all days observed by the State or Federal Government as legal holidays and
those designated as holidays by the applicable building service union employees
service contract or by the applicable Operating Engineers contract with respect
to HVAC service.

ADJACENT EXCAVATION - SHORINGS
31. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made(4) Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon
the demised premises for the purpose of doing such work as said person shall
deem necessary to preserve the wall or the building of which demised premises
form a part 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 rent.

SECURITY
33. Tenant has deposited with Landlord the sum of $950,000.00 as security
for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, 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 rent and additional rent 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 in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Landlord.(6) 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
Lease and after delivery of entire possession of the demised premises to
Landlord. In the event of a sale of the land and building or leasing of the
building which the demised 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 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 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.
SEE SECTION 58M

See Rider attached hereto and made part hereof.

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed
this lease as of the day and year first above written.

B.J.W. ASSOCIATES

Witness for Landlord: By:
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---------------------------------

▇▇▇▇▇ ▇▇▇▇▇▇ AND ASSOCIATES, INC.

Witness for Tenant: By:
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--------------------------------- Title:

ACKNOWLEDGMENTS

CORPORATE LANDLORD

STATE OF NEW YORK )
COUNTY OF ) ss:
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On this______ day of ___________________, 19____, before me personally
came __________________________, to me known, who being by me duly sworn, did
depose and say that he resides in_________________________ ______________,
that he is the_______________ of_________________, the corporation described in
and which executed the foregoing instrument, as LANDLORD; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation, and that he signed his name thereto by like order.

--------------------------------------

CORPORATE TENANT

STATE OF NEW YORK )
COUNTY OF ) ss:
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INDIVIDUAL LANDLORD

STATE OF NEW YORK )
COUNTY OF ) ss:
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INDIVIDUAL TENANT

STATE OF NEW YORK )
COUNTY OF ) ss:
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LEASE B.J.W. ASSOCIATES

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