Agreement of Lease BETWEEN

Agreement of Lease

BETWEEN

MID-CITY ASSOCIATES, Landlord

and

TRANS WORLD GAMING CORPORATION, Tenant

Premises in ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Dated: as of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇

▇▇▇▇, ▇▇▇▇▇▇ & BETTEX Attorney for Tenant
Attorneys for Landlord
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

TABLE OF CONTENTS
Article Page
1. Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Occupancy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
3. Alterations and Installations. . . . . . . . . . . . . . . . . . . . . .2
4. Repairs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5. Requirements of Law; Fire Insurance. . . . . . . . . . . . . . . . . . .4
6. Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
7. Loss, Damage, Reimbursement, Liability, Etc. . . . . . . . . . . . . . .5
8. Destruction--Fire or Other Cause . . . . . . . . . . . . . . . . . . . .7
9. Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
10. Assignment & Subletting. . . . . . . . . . . . . . . . . . . . . . . . 10
11. Access to Demised Premises . . . . . . . . . . . . . . . . . . . . . . 14
12. Certificate of Occupancy . . . . . . . . . . . . . . . . . . . . . . . 15
13. Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
14. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15. Remedies of Landlord; Waiver of Redemption . . . . . . . . . . . . . . 18
16. Fees and Expenses; Interest. . . . . . . . . . . . . . . . . . . . . . 18
17. No Representations by Landlord . . . . . . . . . . . . . . . . . . . . 19
18. End of Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
19. Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
20. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
21. Adjacent Excavation--Shoring . . . . . . . . . . . . . . . . . . . . . 20
22. Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 20
23. No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
24. Waiver of Trial by Jury. . . . . . . . . . . . . . . . . . . . . . . . 22
25. Inability to Perform . . . . . . . . . . . . . . . . . . . . . . . . . 22
26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
27. Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
30. Condition of Premises. . . . . . . . . . . . . . . . . . . . . . . . . 29
31. Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
32. Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
33. Vault and Basement Space . . . . . . . . . . . . . . . . . . . . . . . 29
34. Occupancy and Use by Tenant. . . . . . . . . . . . . . . . . . . . . . 30
35. Name of Building . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
36. Invalidity of Any Provision, Etc.. . . . . . . . . . . . . . . . . . . 31
37. Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
38. Certificate of Tenant. . . . . . . . . . . . . . . . . . . . . . . . . 32
39. Security Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
40. Broker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
41. Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
42. Submission of Lease. . . . . . . . . . . . . . . . . . . . . . . . . . 34
43. Memorandum of Lease. . . . . . . . . . . . . . . . . . . . . . . . . . 34
44. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . 34
Exhibit A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Exhibit B. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Exhibit C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
45. Tax and Operating Expense Escalation . . . . . . . . . . . . . . . . . 46
46. Rent Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
47. Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

AGREEMENT OF LEASE made as of this 2nd day of October 1996, between MID-CITY
ASSOCIATES, a general partnership with its office at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as "Landlord", or "Lessor", and
TRANS WORLD GAMING CORPORATION, a Nevada Corporation with an office at ▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

hereinafter referred to as "Tenant", or "Lessee".

W I T N E S S E T H:

Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, in
the building known as One Penn Plaza in the Borough of Manhattan, City of New
York (hereinafter referred to as the "Building"), the following space:
approximately 992 rentable square feet of space on the 15th floor (Room 1503)
(which space is hereinafter referred to as "the demised premises" or "the
premises") approximately as shown on the plan or plans or diagram or diagrams
annexed hereto as "Exhibit A" (or incorporated by reference into this Lease as
though physically attached hereto); for the term of three years to commence on
November 15, 1996 and to end on October 31, 1999 (plus, if the term hereof
commences on a day other than the first day of a month, so many days as are
necessary for the term to end on the last day of the last month of the term), or
until such term shall sooner cease and terminate as hereinafter provided; at a
fixed annual rental rate (without electricity and subject to Article 28
adjustment) of $ 25,792 a year.

Tenant agrees to pay said fixed annual rent in lawful money of the United
States, in equal monthly installments in advance on the first day of each
calendar month during said term, at the office of Landlord or such other place
in the United States of America as Landlord may designate, without any setoff or
deduction whatsoever, except such deduction as may be occasioned by the
occurrence of any event permitting or requiring a deduction from or abatement of
rent as specifically set forth herein. Should the obligation to pay rent
commence on any day other than on the first day of a month, then the fixed rent
for the unexpired portion of such month shall be adjusted and prorated on a per
diem basis.

The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:

ARTICLE 1
RENT

1.01. Tenant shall pay the fixed annual rent and additional rent as
above and as hereinafter provided, in United States legal tender, by cash or by
good and sufficient check drawn on a New York City bank which is a member of the
New York Clearing House or a successor thereto. All sums other than fixed annual
rent payable by Tenant hereunder shall be deemed additional rent and payable on
demand, unless other payment dates are hereinafter provided.

ARTICLE 2
OCCUPANCY

2.01. Tenant may not use or occupy the demised premises as a savings
bank, state or Federal savings and loan association, commercial bank or trust
company. Tenant shall use and

occupy the demised premises solely for executive and general offices relating to
Tenant's business, and for no other purpose.

ARTICLE 3
ALTERATIONS AND INSTALLATIONS

SEE RIDER ARTICLE 47 3.01. Tenant shall make no alterations,
installations, additions or improvements in or to the demised premises
without Landlord's prior written consent; all such work shall be done only by
contractors or mechanics designated by Landlord as approved for the Building.
All such work, alterations, installations, additions and improvements shall
be done at Tenant's sole expense and at such times and in such manner as
Landlord may from time to time designate. Prior to commencement of such work,
Tenant shall obtain and deliver to Landlord a written letter of
authorization, in form satisfactory to Landlord's counsel, signed by all
architects, engineers, surveyors and designers to become involved in such
work, which shall confirm that any of their drawings or plans are to be
removed from any filing with governmental authorities on the request of
Landlord.

3.02. Any mechanic's lien, filed against the demised premises or the
Building for work claimed to have been done for or materials claimed to have
been furnished to Tenant shall be discharged by Tenant at its expense within
thirty (30) days, by payment, filing of the bond required by law, or otherwise.

Notice is hereby given that Landlord shall not be liable for any labor or
materials furnished or to be furnished to Tenant upon credit, and that no
mechanic's or other lien for any such labor or materials shall attach to or
affect the reversion or other estate or interest of Landlord in and to the
demised premises.

3.03. All alterations, installations, additions and improvements made
and installed by Landlord, shall become and be the property of Landlord and
shall remain upon and be surrendered with the demised premises as a part thereof
at the end of the term of this Lease.

3.04. All alterations, installations, additions and improvements made
and installed by Tenant, or at Tenant's expense, upon or in the demised premises
which are of a permanent nature and which cannot be removed without damage to
the demised premises or Building, and all telephone, telecommunications and data
processing equipment and wiring and conduits, supplemental electrical cabling
and wiring, and related items, shall become and be the property of Landlord and
shall remain upon and be surrendered with the demised premises as a part thereof
at the end of the term of this Lease, except that Landlord shall have the right
and privilege at any time prior to or within three (3) months after the
termination of the Lease to serve notice upon Tenant requiring that any or all
of such alterations, installations, additions and improvements, equipment,
wiring, cabling and conduits, shall be removed and, in the event of service of
such notice, Tenant will, at Tenant's own cost and expense, promptly remove the
same in accordance with such request, and restore the premises to its original
condition, ordinary wear and tear excepted. The obligations under this Section
shall survive the expiration or sooner termination of the term of this Lease.

3.05. Where furnished by or at the expense of Tenant, all furniture,
furnishings and trade fixtures, including without limitation, murals, business
machines and equipment, counters, screens, grille work, special panelled doors,
cages, partitions, metal railings, closets, panelling,

lighting fixtures and equipment, drinking fountains, refrigerators, and any
other movable property shall remain the property of Tenant which may at its
option remove all or any part thereof at any time prior to the expiration of the
term of this Lease. In case Tenant shall decide not to remove any part of such
property, Tenant shall notify Landlord in writing not less than three (3) months
prior to the expiration of the term of this Lease, specifying the items of
property which it has decided not to remove. If, within thirty (30) days after
the service of such notice, Landlord shall request Tenant to remove any of the
said property, Tenant shall at its expense remove the same in accordance with
such request. As to such property, which Landlord does not request Tenant to
remove, the same shall be, if left by Tenant, deemed abandoned by Tenant and
thereupon the same shall become the property of the Landlord.

3.06. If any alterations, installations, additions, improvements or
other property which Tenant shall have the right to remove or be requested by
Landlord to remove as provided hereinabove (herein in this Section 3.06 called
the "property") are not removed on or prior to the expiration of the term of
this Lease, Landlord shall have the right to remove said property and to dispose
of the same without accountability to Tenant and at the sole cost and expense of
Tenant. In case of any damage to the demised premises or the Building resulting
from the removal of the property, Tenant shall repair such damage or, in default
thereof, shall reimburse Landlord for Landlord's cost in repairing such damage.
The obligations under this Section shall survive the expiration or sooner
termination of the term of this Lease.

3.07. Tenant shall keep records of Tenant's alterations, installations,
additions and improvements, and the cost thereof. Tenant shall, within 45 days
after demand by Landlord, furnish to Landlord copies of such records and cost if
Landlord shall require same in connection with any proceeding to reduce the
assessed valuation of the Building, or in connection with any proceeding
instituted pursuant to Article 9 hereof.

ARTICLE 4
REPAIRS

4.01. Tenant shall take good care of the demised premises and the
fixtures and appurtenances therein and shall promptly, at its sole, cost and
expense, make all repairs necessary to keep the demised premises in good working
order and condition, including structural repairs when those are made necessary
by the act, omission or negligence of Tenant or its agents or employees (subject
to Section 7.05 hereof). Except as otherwise provided in Section 3.05 of this
Lease, all damage or injury to the demised premises and to its fixtures, glass,
appurtenances and equipment or to the Building or to its fixtures, glass,
appurtenances and equipment caused by the moving of Tenant's property in or out
of the Building, or by the installation or use of Tenant's property, or by the
use of the demised premises in a manner contrary to the purposes for which same
are leased to Tenant, shall be repaired, restored or replaced promptly by Tenant
at its sole cost and expense, which repairs, restorations and replacements shall
be in quality and class equal to the original work or installations. If Tenant
fails to make such repairs, restorations or replacements, same may be made by
Landlord at the expense of Tenant and such expense shall be collectible as
additional rent and shall be paid by Tenant within 15 days after rendition of a
▇▇▇▇ therefor. Landlord, at Landlord's expense, shall effect all necessary
repairs in and to the demised premises which are not the obligation of Tenant
hereunder.

4.02. Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot area which such floor was
designed to carry and which is allowed by law. Landlord certifies that the floor
of the demised premises will carry 50 pounds live load per square foot of floor
space and 20 pounds for partitions per square foot of floor space. If Tenant
shall desire a floor load in excess of that set forth above, Landlord agrees
(provided Landlord's architects, in their sole discretion, find that the work
necessary to increase such floor load does not adversely affect the structure of
the Building, and further provided that such work will not interfere with the
amount or availability of any space adjoining alongside, above or below the
demised premises, or interfere with the occupancy of other tenants in the
Building), to strengthen and reinforce the same so as to give the live load
desired, provided Tenant shall submit to Landlord the plans showing the
locations of and the desired floor live load for the areas in question and
provided further that Tenant shall agree to pay for or reimburse Landlord on
demand for the cost of such strengthening and reinforcement as well as any other
costs to and expenses of Landlord occasioned by or resulting from such
strengthening or reinforcement.

4.03. Business machines and mechanical equipment belonging to Tenant
which cause vibration, noise, cold or heat that may be transmitted to the
Building structure or to any leased space to such a degree as to be
objectionable to Landlord or to any other tenant in the Building shall be placed
and maintained by Tenant at its expense in settings of cork, rubber or spring
type vibration eliminators sufficient to absorb and prevent such vibration or
noise, cold or heat The parties hereto recognize that the operation of
elevators, air conditioning and heating equipment will cause some vibration,
noise, heat or cold which may be transmitted to other parts of the Building and
demised premises. Landlord shall be under no obligation to endeavor to reduce
such vibration, noise, heat or cold beyond what is customary in current good
building practice for a building such as One Penn Plaza.

4.04. Except as provided in Article 25 hereof and except as otherwise
provided in this Lease there shall be no allowance to Tenant for a diminution of
rental value and no liability on the part of Landlord by reason of
inconvenience, annoyance or injury to business arising from the making of any
repairs, alterations, additions or improvements in or to any portion of the
Building or the demised premises or in or to fixtures, appurtenances or
equipment thereof. Landlord shall seek to minimize any interference with
Tenant's business operations. Tenant understands that work will be effected on
business days during normal business hours.

ARTICLE 5
REQUIREMENTS OF LAW; FIRE INSURANCE

5.01. Tenant, at its expense, shall comply with all laws, orders and
regulations of Federal, State, County and Municipal authorities, and with any
direction of any public officer or officers, pursuant to law, which shall impose
any violation, order or duty upon Landlord or Tenant with respect to the demised
premises, or the use or occupation thereof.

5.02. Tenant shall not do or permit to be done any act or thing upon
said premises, which will invalidate or be in conflict with New York Standard
fire insurance policies covering the Building, and fixtures and property
therein, or which would increase the rate of fire insurance applicable to the
Building to an amount higher than it otherwise would be; and Tenant shall
neither do nor permit to be done any act or thing upon said premises which shall
or might subject Landlord to any liability or responsibility for injury to any
person or persons or to property by reason of any business or operation being
carried on upon said premises; but nothing in this

Section 5.02 shall prevent Tenant's use of the demised premises for the purposes
stated in Article 2 hereof.

5.03. If, as a result of any act or omission by Tenant or violation of
this Lease, the rate of fire insurance applicable to the Building shall be
increased to an amount higher than it otherwise would be, Tenant shall reimburse
Landlord for all increases of Landlord's fire insurance premiums so caused; such
reimbursement to be additional rent payable upon the first day of the month
following any outlay by Landlord for such increased fire insurance premiums. In
any action or proceeding wherein Landlord and Tenant are parties, a schedule or
"make up" of rates for the Building or demised premises issued by the body
making fire insurance rates for said premises, shall be presumptive evidence of
the facts therein stated and of the several items and charges in the fire
insurance rate then applicable to said premises.

ARTICLE 6
SUBORDINATION

6.01. This Lease is subject and subordinate to that certain Agreement
Restating Indenture of Lease, dated July 10, 1970 between The Bowery Savings
Bank, as Lessor, and Mid-City Associates, as Lessee (hereinafter sometimes
called "The Ground Lease") and to the rights of Lessor thereunder, and to all
first mortgages which may now or hereafter encumber The Ground Lease, and to all
renewals, modifications, consolidations, replacements and extensions of The
Ground Lease and of such mortgages.

6.02. In the event of a termination of The Ground Lease, or if the
interests of Landlord under this Lease are transferred by reason of or assigned
in lieu of foreclosure or other proceedings for enforcement of any such
mortgage, or if the holder of any such mortgage acquires a lease in substitution
therefor, then the Tenant under this Lease will, at the option to be exercised
in writing by the Lessor under said Ground Lease or such purchaser, assignee or
lessee, as the case may be, (i) attorn to it and will perform for its benefit
all the terms, covenants and conditions of this Lease on the Tenant's part to be
performed with the same force and effect as if said Lessor or such , assignee or
lessee, were the landlord originally named in this Lease, or (ii) enter into a
new lease with said Lessor or such purchaser, assignee or lessee, as landlord,
for the remaining term of this Lease and otherwise on the same terms and
conditions and with the same options then remaining.

ARTICLE 7
LOSS, DAMAGE, REIMBURSEMENT, LIABILITY, ETC.

7.01. Landlord or its agents shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or snow or leaks from any part of the
Building, or from the pipes, appliances or plumbing works or from the roof,
street or subsurface or from any other place or by dampness or by any other
cause of whatsoever nature, unless any of the foregoing shall be caused by or
due to the negligence of Landlord, its agents, servants or employees.

7.02. Tenant shall reimburse Landlord for all expense, damages or fines
incurred or suffered by Landlord, and for which Landlord has not been or will
not be reimbursed by insurance, by reason of any breach, violation or
nonperformance by Tenant, or its agents, servants or employees, of any covenant
or provision of this Lease, or by reason of damage to

persons or property caused by moving property of or for Tenant in or out of the
Building, or by the installation or removal of furniture or other property of or
for Tenant except as provided in Section 3.05 of this Lease, or by reason of or
arising out of the carelessness, negligence or improper conduct of Tenant, or
its agents, servants or employees, in the use or occupancy of the demised
premises.

7.03. Tenant shall give Landlord notice in case of fire or accidents in
the demised premises promptly after Tenant is aware of such event.

7.04. Tenant agrees to look solely to Landlord's estate and interest in
the land and Building, or the lease of the Building, or of the land and
Building, and the demised premises, for the satisfaction of any right or remedy
of tenant for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord, in the event of any liability by Landlord, and
no other property or assets of Landlord shall be subject to levy, execution,
attachment, 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 Tenant's use and occupancy of the demised premises, or any
other liability of Landlord to Tenant (except for negligence).

7.05.

(a) Landlord agrees that, if obtainable at no additional cost,
it will include in its fire insurance policies appropriate clauses
pursuant to which the insurance companies (i) waive all right of
subrogation against Tenant with respect to losses payable under such
policies and/or (ii) agree that such policies shall not be invalidated
should the insured waive in writing prior to a loss any or all right of
recovery against any party for losses covered by such policies. But
should any additional premiums be exacted for any such clause or clauses,
Landlord shall be released from the obligation hereby imposed unless
Tenant shall agree to pay such additional premium.

(b) Tenant agrees to include, if obtainable at no additional
cost, in its fire insurance policy or policies on its furniture,
furnishings, fixtures and other property removable by Tenant under the
provisions of its lease of space in the Building appropriate clauses
pursuant to which the insurance company or companies (i) waive the right
of subrogation against Landlord and any tenant of space in the Building
who shall have executed a similar waiver as set forth in this section
7.05(b), with respect to losses payable under such policy or policies
and/or (ii) agree that such policy or policies shall not be invalidated
should the insured waive in writing prior to a loss any or all right of
recovery against any party for losses covered by such policy or policies.
But should any additional premium be exacted for any such clause or
clauses, Tenant shall be released from the obligation hereby imposed
unless Landlord or the other tenants shall agree to pay such additional
premium.

(c) Provided that Landlord's right of full recovery under its
policy or policies aforesaid is not adversely affected or prejudiced
thereby, Landlord hereby waives any and all right of recovery which it
might otherwise have against Tenant, its servants, agents and employees,
for loss or damage occurring to the Building and the fixtures,
appurtenances and equipment therein, to the extent the same is covered by
Landlord's insurance, notwithstanding that such loss or damage may result
from the negligence or fault of Tenant, its servants, agents or
employees. Provided that Tenant's

right of full recovery under its aforesaid policy or policies is not
adversely affected or prejudiced thereby, Tenant hereby waives any and
all right of recovery which it might otherwise have against Landlord, its
servants, and employees, and against every other tenant in the Building
who shall have executed a similar waiver as set forth in this Section
7.05(c) for loss or damage to Tenant's furniture, furnishings, fixtures
and other property removable by Tenant under the provisions hereof to the
extent that same is covered by Tenant's insurance, notwithstanding that
such loss or damage may result from the negligence or fault of Landlord,
its servants, agents or employees, or such other tenant and the servants,
agents or employees thereof.

(d) Landlord and Tenant hereby agree to advise the other
promptly if the clauses to be included in their respective insurance
policies pursuant to subparagraphs (a) and (b) above cannot be obtained.
Landlord and Tenant hereby also agree to notify the other promptly of any
cancellation or change of the terms of any such policy which would affect
such clauses.

ARTICLE 8
DESTRUCTION-FIRE OR OTHER CAUSE

8.01. If the Building shall be partially damaged or destroyed or if the
demised premises shall be partially or totally damaged or destroyed by fire,
casualty or other cause, then, whether or not the damage or destruction shall
have resulted from the fault or neglect of Tenant, or its servants, employees,
agents, visitors or licensees (and if this Lease shall not have been cancelled
as in this article hereinafter provided), Landlord will repair the damage, and
restore, replace, and rebuild the Building and the demised premises at its
expense, with reasonable dispatch and continuity after notice to it of the
damage or destruction; provided, however, that Landlord shall not be required to
repair or replace any installation made by Tenant. If the demised premises shall
be partially damaged or partially destroyed, the rent and additional rent
payable hereunder shall be abated to the extent that the demised premises shall
have been rendered untenantable or unfit for Tenant's use and Tenant does not
occupy such damaged or destroyed part of the premises on other than an emergency
basis for the period from the date of such damage or destruction to the date
that the damage shall be repaired or restored. If the demised premises or a
major part thereof shall be totally, or substantially totally, damaged or
destroyed or rendered completely, or substantially completely, untenantable on
account of fire, casualty or other cause, the rent and additional rent shall
completely ▇▇▇▇▇ as of the date of the damage or destruction and until Landlord
shall repair, restore, replace and rebuild the demised premises (subject to
Landlord's right to elect not to restore the same as hereinafter provided);
provided, however, that should Tenant reoccupy a portion of the demised premises
for the purpose of conducting business during the period the restoration work is
taking place and prior to the date that the same is made completely tenantable,
rent and additional rent shall be apportioned and payable by Tenant in
proportion to the part of the demised premises occupied by it. Nevertheless, in
case of any substantial damage or destruction to the demised premises, Tenant,
in addition to and without waiver of any other rights or remedies available to
it, may cancel this Lease by written notice to Landlord, if (i) within 60 days
from the date of the damage or destruction, Landlord does not file a proof of
loss with its insurer; (ii) within 90 days of the date of damage or destruction
Landlord does not let a contract or contracts which shall provide for the
complete restoration of the demised premises within a period of two years from
the date of the damage or destruction; (iii) work under such contract or
contracts has not commenced within 120 days of the date of said damage or
destruction; or (iv) said work is not prosecuted

with reasonable diligence to its completion; provided that Tenant shall not be
entitled to cancel this Lease pursuant to this sentence more than thirty (30)
days after Landlord shall have given written notice to Tenant that the state of
facts specified in clause (i), (ii) or (iii) of this sentence, as the case may
be, has occurred. The period for the commencement or completion of the required
repairs and restoration work shall be extended by the number of days lost (not
to exceed, however, one year) in the event such loss results from strike, act of
God, war, governmental action, national or state or municipal emergency, or any
cause beyond the reasonable control of Landlord.

8.02. In case the Building or the demised premises shall be
substantially damaged or destroyed by fire or other cause at any time during the
last two years of the term of this Lease, then Landlord may cancel this Lease
upon written notice to Tenant given within ninety (90) days after such damage or
destruction.

8.03. If the Building shall be so damaged at any time during the term
of this Lease that Landlord shall decide to demolish it or to rebuild it, then
in either of such events, Landlord may, within ninety (90) days after such fire
or other casualty, elect to cancel this Lease by giving Tenant a notice in
writing of such decision, and thereupon the term of this Lease shall expire by
lapse of time upon the thirtieth day after such notice is given, and Tenant
shall vacate the demised premises and surrender the same to Landlord.

8.04. In the event of the termination of this Lease pursuant to the
provisions of this Article, this Lease shall expire as fully and completely on
the date fixed in such notice of termination as if that were the date definitely
fixed for the expiration of this Lease, but the rent and additional rent shall
be apportioned and shall be paid up to and including the date of such damage or
destruction, and any prepaid rent or prepaid additional rent shall be refunded
to Tenant.

8.05. No damages, compensation or claim shall be payable by Landlord
for inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the demised premises or of the Building.

8.06. The provisions of this Article shall be considered an express
agreement governing any case of damage or destruction of the Building or the
demised premises by fire or other casualty and Section 227 of the Real Property
Law of the State of New York, and any other law of like import now or hereafter
in force providing for such contingency shall have no application.

ARTICLE 9
EMINENT DOMAIN

9.01. In the event that the whole of the demised premises shall be
lawfully condemned or taken in any manner for any public or quasi-public use or
purpose, this Lease and the term and estate hereby granted shall forthwith cease
and terminate as of the date of vesting of title (hereinafter referred to as the
"date of taking"), and Tenant shall have no claim against Landlord for, or make
any claim for, the value of any unexpired term of this Lease, and the rent and
additional rent shall be apportioned as of such date.

9.02. In the event that any part of the demised premises shall be so
condemned or taken, then this Lease shall be and remain unaffected by such
condemnation or taking, except that the rent and additional rent allocable to
the part so taken shall be apportioned as of the date of taking, provided,
however, that Tenant may elect to cancel this Lease in the event that more than
twenty-five (25%) percent of the demised premises should be so condemned or
taken, provided such notice of election is given by Tenant to Landlord not later
than thirty (30) days after the date when title shall vest in the condemning
authority. Upon the giving of such notice, this Lease shall terminate on the
thirtieth day following the date of such notice and the rent and additional rent
shall be apportioned as of such termination date. Upon such partial taking and
this Lease continuing in force as to any part of the demised premises, the rent
and additional rent shall be diminished by an amount representing the part of
said rent and additional rent properly applicable to the portion or portions of
the demised premises which may be so condemned or taken. If as a result of the
partial taking (and this Lease continuing in force as to the part of the demised
premises not so taken), any part of the demised premises not taken is damaged,
Landlord agrees with reasonable promptness to commence the work necessary to
restore the damaged portion to the condition existing immediately prior to the
taking, and prosecute the same with reasonable diligence to its completion. In
the event Landlord and Tenant are unable to agree as to the amount by which the
rent and additional rent shall be diminished, the matter shall be determined by
arbitration in accordance with the provisions of Article 31 of this Lease.
Pending such determination, Tenant shall pay to Landlord the rent as fixed by
Landlord, subject to adjustment in accordance with the arbitration.

9.03. Nothing hereinabove provided shall preclude Tenant from
appearing, claiming, proving and receiving in the condemnation proceeding,
Tenant's moving expenses, and the value of Tenant's fixtures, or tenant's
alterations, installations and improvements which do not become part of the
Building, or property of Landlord, provided Landlord's award is not thereby
diminished.

9.04. In the event that more than twenty-five (25%) percent of the
demised premises shall be so taken and Tenant shall not have elected to cancel
this Lease as above provided, the entire award for a partial taking shall be
paid to Landlord, and Landlord, at Landlord's own expense, shall to the extent
of the net proceeds (after deducting reasonable expenses including attorneys'
and appraisers' fees) of the award restore the unaffected part of the Building
to substantially the same condition and tenantability as existed prior to the
taking.

Until said unaffected portion is restored, Tenant shall be entitled to a
proportionate abatement of rent for that portion of the premises which is being
restored and is not usable until the completion of the restoration or until the
said portion of the premises is used by Tenant, whichever occurs sooner. Said
unaffected portion shall be restored within a reasonable time but not more than
six (6) months after the taking provided, however, if Landlord is delayed by
strike, lockout, the elements, or other causes beyond Landlord's control, the
time for completion shall be extended for a period equivalent to the delay.
Should Landlord fail to complete the restoration within the said six (6) months
or the time as extended, Tenant may elect to cancel this Lease and the term
hereby granted in the manner and with the same results as set forth in the next
two sentences of this Section 9.04. If such partial taking shall occur in the
last two years of the term hereby granted, either party, irrespective of the
area of the space remaining, may elect to cancel this Lease and the term hereby
granted, provided such party shall, within thirty (30) days after such taking,
give notice to that effect, and upon the giving of such notice, the rent shall
be apportioned and paid to the date of expiration of the term specified and this
Lease and the term

hereby granted shall cease, expire and come to an end upon the expiration of
said thirty days specified in said notice. If either party shall so elect to end
this Lease and the term hereby granted, Landlord need not restore any part of
the demised premises and the entire award for partial condemnation shall be paid
to Landlord, and Tenant shall have no claim to any part thereof, except as to
the items set forth in Section 9.03 where same are applicable.

9.05. In the event all or any part of the demised premises shall be
taken for a temporary use or occupancy, (a) demised term shall not be reduced or
affected in any way except as provided in (d) below, (b) Tenant shall continue
to be responsible for all of its obligations hereunder and shall continue to pay
all rents and additional rents when due, (c) Tenant shall be entitled to receive
that portion of the award which represents reimbursement for the cost of
restoration of the demised premises, compensation for the use and occupancy of
the demised premises and for any taking of Tenant's property, except that, if
the temporary period of taking shall extend beyond the expiration of the term of
this Lease, the portion of the award representing compensation for the use and
occupancy of the demised premises shall be apportioned between Landlord and
Tenant as of said expiration date of said term and Landlord shall receive that
portion of the award which represents reimbursements for the cost of restoration
of the demised premises, and (d) if the date of temporary taking of more than
25% of the demised premises shall occur during the last three (3) years of the
term of this Lease, Tenant may elect to cancel this Lease by notice of election
given by Tenant to Landlord not later than thirty (30) days after the date when
title shall vest in the condemning authority. Upon the giving of such notice,
this Lease shall terminate on the thirtieth day following the date of such
notice and the rent and additional rent shall be apportioned as of such
termination date, with Landlord, and not Tenant, to receive the portion of the
award which represents reimbursement for the cost of restoration of the demised
premises and the portion of the award representing compensation for the use and
occupancy of the demised premises for the time subsequent to the cancellation
date.

ARTICLE 10
ASSIGNMENT AND SUBLETTING

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

written consent in each instance. A modification, amendment or extension of a
sublease shall be deemed a sublease.

10.02. If Tenant desires to assign this Lease or to sublet all or any
portion of the demised premises, it shall first submit in writing to Landlord
the documents described in Section 10.03 hereof, and shall offer in writing, (i)
with respect to a prospective assignment, to assign this Lease to Landlord
without any payment of moneys or other consideration therefor, or, (ii) with
respect to a prospective subletting, to sublet to Landlord the portion of the
demised premises involved ("Leaseback Area") for the term specified by Tenant in
its offer and at the lower of (a) Tenant's proposed subrental or (b) at the same
rate of fixed rent and additional rent; and otherwise on the same terms,
covenants and conditions (including provisions relating to escalation rents), as
are contained herein and as are allocable and applicable to the portion of the
demised premises to be covered by such subletting. The offer shall specify the
date when the Leaseback Area will be made available to Landlord, which date
shall be in no event earlier than ninety (90) days nor later than one hundred
eighty (180) days following the acceptance of the offer. If an offer of sublease
is made, it shall in addition specify the duration of the term of the proposed
sublease as fixed by Tenant, except that if the proposed sublease will result in
all or substantially all of the demised premises being sublet, then Landlord
shall have the option to extend the term of the proposed sublease for the
balance of the term of this Lease less one (1) day.

Landlord shall have a period of ninety (90) days from the receipt of such
offer to either accept or reject the same. Landlord or its agents or designees
shall have the right, during such time, at reasonable times during business
hours, to enter the demised premises to exhibit same to prospective subtenants.
If Landlord shall accept such offer, Tenant shall then execute and deliver to
Landlord, or to anyone designated or named by Landlord, an assignment or
sublease, as the case may be, in either case in a form reasonably satisfactory
to Landlord's counsel.

If a sublease is so made to Landlord or its designee, it shall expressly:

(a) permit Landlord to make further subleases of all or any part
of the Leaseback Area and (at no cost or expense to Tenant) to make and
authorize any and all changes, alterations, installations and improvements
in such space as Landlord may deem necessary for such subletting, at
Landlord's expense;

(b) provide that Tenant will at all times permit reasonably
appropriate means of ingress to and egress from the Leaseback Area;

(c) negate any intention that the estate created under such
sublease be merged with any other estate held by either of the parties; and

(d) provide that Landlord shall accept the Leaseback Area "as
is" except that Landlord, at Tenant's expense, shall perform all such work
and make all such alterations as may be required physically to separate the
Leaseback Area from the remainder of the demised premises and to permit
lawful occupancy, it being intended that Tenant shall have no other cost or
expense in connection with the subletting of the Leaseback Area;

(e) provide that at the expiration of the term of such sublease
Tenant will accept the Leaseback Area in its then existing condition,
subject to the obligations of Landlord to make such repairs thereto as may
be necessary to preserve the Leaseback Area in good order and condition,
ordinary wear and tear excepted.

Landlord shall indemnify and save Tenant harmless from all obligations
under this Lease as to the Leaseback Area during the period of time it is so
sublet, except for fixed annual rent and additional rents, if any, due under the
within Lease, which are in excess of the rent and additional rents due under
such sublease.

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

10.03. If Tenant requests Landlord's consent to a specific assignment or
subletting, it shall submit in writing to Landlord (i) the name and address of
the proposed assignee or sublessee, (ii) a duly executed counterpart of the
proposed agreement of assignment or sublease, (iii) reasonably satisfactory
information as to the nature and character of the business of the proposed
assignee or sublessee, and as to the nature of its proposed use of the space,
and (iv) banking, financial or other credit information relating to the proposed
assignee or sublessee reasonably sufficient to enable Landlord to determine the
financial responsibility and character of the proposed assignee or sublessee.

10.04. If Landlord shall not have accepted Tenant's offer, as provided
in Section 10.02, then Landlord will not unreasonably withhold or delay its
consent to Tenant's request for consent to such specific assignment or
subletting (where Tenant will not move the conduct of its business to another
building in New York City in violation of Article 34 hereof). Any consent of
Landlord under this Article shall be subject to the terms of this Article and
conditional upon there being no default by Tenant, beyond any grace period,
under any of the terms, covenants and conditions of this Lease at the time that
Landlord's consent to any subletting or assignment is requested and on the date
of the commencement of the term of any proposed sublease or the effective date
of any proposed assignment

10.05. Tenant understands and agrees that whether Landlord's written
consent thereto is required or not required, no assignment or subletting shall
be effective unless Tenant causes to be delivered to Landlord a duly executed
copy of the sublease or assignment (unless it was theretofore delivered to
Landlord). Any such sublease shall provide that the sublessee shall comply with
all applicable terms and conditions of this lease to be performed by the Tenant
hereunder. Any such assignment of lease shall contain an assumption by the
assignee of all of the terms, covenants and conditions of this Lease to be
performed by the Tenant.

10.06. If Landlord shall not have accepted any required Tenant's offer
and/or Tenant effects any assignment or subletting, then Tenant thereafter shall
pay to Landlord a sum equal to (a) any rent or other consideration paid to
Tenant by any subtenant which (after deducting the costs of Tenant, if any, in
effecting the subletting, including reasonable alteration costs,

commissions and legal fees) is in excess of the rent allocable to the subleased
space which is then being paid by Tenant to Landlord pursuant to the terms
hereof; and (b) any other profit or gain (after deducting any necessary expenses
incurred) realized by Tenant from any such subletting or assignment All sums
payable hereunder by Tenant shall be payable to Landlord as additional rent upon
receipt thereof by Tenant.

10.07. Anything herein contained to the contrary notwithstanding:

(a) Tenant shall not advertise (but may list with brokers) its
space for assignment or subletting at a rental rate lower than the greater
of the then Building rental rate for such space or the rental rate then
being paid by Tenant to Landlord.

(b) The transfer of a majority of the issued and outstanding
capital stock of, or of a controlling interest in, any corporate tenant or
subtenant of this Lease or a majority of the total interest in any
partnership tenant or subtenant, however accomplished, and whether in a
single transaction or in a series of related or unrelated transactions,
shall be deemed an assignment of this Lease or of such sublease. The
transfer of outstanding capital stock of any corporate tenant, for purposes
of this Article, shall not include sale of such stock by persons other than
those deemed "insiders" within the meaning of the Securities Exchange Act
of 1934 as amended, and which sale is effected through "over- the-counter
market" or through any recognized stock exchange.

(i) To any person or entity which shall at that time be a
tenant, subtenant or other occupant of any part of the Building
of which the demised premises form a part, or who dealt with
Landlord or Landlord's agent (directly or through a broker) with
respect to space in the building during the six (6) months
immediately preceding Tenant's request for Landlord's consent;

(ii) By the legal representatives of the Tenant or by any
person to whom Tenant's interest under this Lease passes by
operation of law, except in compliance with the provisions of
this Article;

(iii) To any person or entity for the conduct of a business
which is not in keeping with the standards and the general
character of the Building of which the demised premises form a
part.

10.08. Anything hereinabove contained to the contrary notwithstanding,
the offer-back to Landlord provisions of Section 10.02 hereof shall not apply
to, and Landlord will not unreasonably withhold or delay its consent to, an
assignment of this Lease, or sublease of all or part of the demised premises,
to: the parent of Tenant or to a wholly-owned subsidiary of Tenant or of said
parent of Tenant, provided the net worth of the transferor or sublessor, after
such transaction, is equal to or greater than its net worth immediately prior to
such transaction, and provided also that any such transaction complies with the
other provisions of this Article.

10.09. Anything hereinabove contained to the contrary notwithstanding,
the offer-back to Landlord provisions of Section 10.02 hereof shall not apply
to, and Landlord will not unreasonably withhold or delay its consent to, an
assignment of this Lease, or sublease of all or

part of the demised premises, to: any corporation (i) to which substantially all
the assets of Tenant are transferred or (ii) into which Tenant may be merged or
consolidated, provided that the net worth, experience and reputation of such
transferee or of the resulting or surviving corporation, as the case may be, is
equal to or greater than the net worth experience and reputation of Tenant and
of any guarantor of this Lease immediately prior to such transfer and provided,
also, that any such transaction complies with the other provisions of this
Article.

10.10. No consent from Landlord shall be necessary under Sections 10.08
and 10.09 hereof where (i) reasonably satisfactory proof is delivered to
Landlord that the net worth and other provisions of 10.08 and 10.09, as the case
may be, and the other provisions of this Article, have been satisfied and (ii)
Tenant, in a writing reasonably satisfactory to Landlord's attorneys, agrees to
remain primarily liable jointly and severally with any transferee or assignee,
for the obligations of Tenant under this Lease.

10.11. In no event shall Tenant be entitled to make, nor shall Tenant
make, any claim, and Tenant hereby waives any claim, for money damages (nor
shall Tenant claim any money damages by way of set-off, counterclaim or defense)
based upon any claim or assertion by Tenant that Landlord has unreasonably
withheld or unreasonably delayed its consent or approval to a proposed
assignment or subletting as provided for in this Article. Tenant's sole remedy
shall be an action or proceeding to enforce any such provision, or for specific
performance, injunction or declaratory judgment.

ARTICLE 11
ACCESS TO DEMISED PREMISES

11.01. Tenant shall permit Landlord, or its agents or designees, to
erect, use and maintain pipes, ducts and conduits in and through the demised
premises, provided the same are installed adjacent to or concealed behind walls,
floors and ceilings of the demised premises and are installed by such methods
and at such locations as will not materially interfere with or impair Tenant's
layout or use of the demised premises or damage the appearance thereof. Landlord
or its agents or designees shall have the right, but only upon request made to
Tenant or any authorized employee of Tenant at the demised premises to enter the
demised premises, other than vaults or other enclosures where money, securities
or other valuables or confidential documents are kept, at reasonable times
during business hours, for the making of such repairs or alterations as Landlord
shall be required or shall have the right to make by the provisions of this
Lease or any other lease in the Building and, subject to the foregoing, shall
also have the right to enter the demised premises for the purpose of inspecting
them & exhibiting them to prospective purchasers or lessees of the entire
Building or to prospective mortgagees of the fee or of the Landlord's interest
in the property of which the demised premises are a part or to prospective
assignees of any such mortgages or to the holder of any mortgage on the
Landlord's interest in the property, its agents or designees. Landlord shall be
allowed to take all material into and upon the demised premises that may be
required for the repairs or alterations above mentioned as the same is required
for such purpose without the same constituting an eviction of Tenant in whole or
in part, and the rent reserved shall in no wise ▇▇▇▇▇, except as otherwise
provided in this Lease, while said repairs or alterations are being made, by
reason of loss or interruption of the business of Tenant because of the
prosecution of any such work. Landlord shall seek to minimize any interference
with Tenant's business operations, as in Section 4.04 provided.

11.02. Landlord or its agents or designees may, during the nine (9)
months prior to the expiration of the term of this Lease, at reasonable times
during business hours, enter the demised premises to exhibit same to prospective
tenants.

11.03. If Tenant shall not be personally present to open and permit an
entry into the demised premises at any time when for any reason an entry therein
shall be urgently necessary by reason of fire or other emergency, Landlord or
Landlord's agents may forcibly enter the same without rendering Landlord or such
agents liable therefor (if during such entry Landlord or Landlord's agents shall
accord reasonable care to Tenant's property) and without in any manner affecting
the obligations and covenants of this Lease.

ARTICLE 12
CERTIFICATE OF OCCUPANCY

12.01. Tenant will not at any time use or occupy the demised premises in
violation of the certificate of occupancy issued for the Building. Landlord
represents that the certificate of occupancy for the Building will permit the
use of the demised premises for the purposes specified in this Lease. Landlord
will make no changes in the Building which would result in a change in the
certificate of occupancy which prevents Tenant from using the demised premises
for the purposes specified in this Lease.

ARTICLE 13
BANKRUPTCY

13.01. Subject to then applicable law and to the provisions of Section
13.03, if at any time prior to the date herein fixed as the commencement of the
term of this Lease there shall be filed by or against Tenant in any court
pursuant to any statute either of the United States or of any State a petition
in bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or a trustee of all or a portion of Tenant's property, or if Tenant
makes an assignment for the benefit of creditors, or petitions for or enters
into an arrangement with creditors, this Lease shall ipso facto be cancelled and
terminated, in which event neither Tenant nor any person claiming through or
under Tenant or by virtue of any statute or of an order of any court shall be
entitled to possession of the demised premises and Landlord, in addition to the
other rights and remedies given by Section 13.04 hereof and by virtue of any
other provision herein or elsewhere in this Lease contained or by virtue of any
statute or rule of law, may retain as liquidated damages any rent, security
deposit or monies received by it from Tenant or others in behalf of Tenant upon
the execution hereof.

13.02. Subject to then applicable law and to the provisions of Section
13.03, if at the date fixed as the commencement of the term of this Lease or if
at any time during the term hereby demised there shall be filed by or against
Tenant in any court pursuant to any statute either of the United States or of
any State a petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee of all or a portion of Tenant's
property, or if Tenant makes an assignment for the benefit of creditors, or
petitions for or enters into an arrangement with creditors, Landlord may at
Landlord's option, serve upon Tenant or any such trustee, receiver, or assignee,
a notice in writing stating that this Lease and the term hereby granted shall
cease and expire on the date specified in said notice, which date shall be not
less than ten days after the serving of said notice, and this Lease and the term
hereof shall then expire on the date so specified as if that date had originally
been fixed in this Lease as the expiration

date of the term herein granted. Thereupon, neither Tenant nor any person
claiming through or under Tenant by virtue of any statute or of an order of any
court shall be entitled to possession or to remain in possession of the demised
premises but shall forthwith quit and surrender the premises, and Landlord, in
addition to the other rights and remedies Landlord has by virtue of any other
provision herein or elsewhere in this Lease contained or by virtue of any
statute or rule of law, may retain as liquidated damages any rent, security,
deposit or monies received by it from Tenant or others in behalf of Tenant.

13.03. In the event that at any times mentioned in either Sections 13.01
or 13.02 there shall be instituted against Tenant an involuntary proceeding for
bankruptcy, insolvency, reorganization or any other relief described in Sections
13.01 and 13.02, Tenant shall have ninety (90) days in which to vacate or stay
the same before this Lease shall terminate or before Landlord shall have any
right to terminate this Lease, provided the rent and additional rent then in
arrears, if any, are paid within fifteen (15) days after the institution of such
proceeding, and further provided that the rent and additional rent which shall
thereafter become due and payable are paid when due, and Tenant shall not
otherwise be in default in the performance of the terms and covenants of this
Lease.

13.04. In the event of the termination of this Lease pursuant to
Sections 13.01, 13.02 or 13.03 hereof, Landlord 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 then fair and reasonable rental value of the demised premises for the same
period, if lower than the rent reserved at the time of termination. If such
premises or any part thereof be re-let by Landlord for the 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 re-letting shall be prima facie the fair and reasonable 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
Landlord 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.

ARTICLE 14
DEFAULT

14.01. If Tenant defaults in fulfilling any of the covenants of this
Lease, including the payment of rent or additional rent, or if the demised
premises become vacant or deserted, then, in any one or more of such events,
upon Landlord serving a written 15 days' notice upon Tenant specifying the
nature of said default and upon the expiration of said 15 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 such a nature that the same cannot be
completely cured or remedied within said 15-day period and if Tenant shall not
have diligently commenced to take action towards curing such default within such
15-day period and shall not thereafter with reasonable diligence and in good
faith proceed to remedy or cure such default, or if any execution or attachment
shall be issued against Tenant or any of Tenant's property whereupon the demised
premises shall be occupied by someone other than Tenant and such occupancy shall
continue for a period of thirty (30) days after written notice from Landlord,
then Landlord may serve a written 5 days' notice of cancellation of this Lease
upon Tenant, and, upon the expiration of said 5 days, this Lease and

the term hereunder and any rights of renewal or extension thereof shall end and
expire as fully and completely as if the date of expiration of such 5-day period
were the day herein originally fixed for the end and expiration of this Lease
and the term hereof and Tenant shall then quit and surrender the demised
premises to Landlord but Tenant shall remain liable as hereinafter provided. If
Tenant shall at any time default hereunder, and if Landlord shall institute an
action or summary proceedings against Tenant based upon such default, then
Tenant will reimburse Landlord for the expense of reasonable attorney's fees and
disbursements thereby incurred by Landlord.

14.02. If the notices provided for in Section 14.01 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 provided or any part of either or in making any other payment herein
provided for, then and in any of such events Landlord may, without notice,
re-enter the demised premises either by force or otherwise, and dispossess
Tenant, the legal representatives of Tenant or other occupant of the demised
premises, by summary proceedings or otherwise 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.

14.03. Notwithstanding any lease term expiration or termination under
this Article 14 prior to the Lease expiration date originally fixed herein,
Tenant's obligation to pay any and all rent and additional rent under this Lease
shall continue to and cover all periods up to the date originally fixed for the
expiration of the term hereof.

14.04. Notwithstanding the provisions of Section 14.01 hereof, Tenant,
at its own cost and expense, in its name and/or (wherever necessary) Landlord's
name, may contest, in any manner permitted by law (including appeals to a court,
or governmental department or authority having jurisdiction in the matter), the
validity or the enforcement of any governmental act, regulation or directive
with which Tenant is required to comply pursuant to this Lease, and may defer
compliance therewith provided that:

(a) such non-compliance shall not subject Landlord to criminal
prosecution or subject the land and/or Building at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇ to lien or sale;

(b) such non-compliance shall not be in violation of any fee
mortgage, or of any ground of underlying lease or any mortgage thereon;

(c) Tenant shall first deliver to Landlord a surety bond issued
by a surety company of recognized responsibility, or other security
satisfactory to Landlord, indemnifying and protecting Landlord against any
loss or injury by reason of such non-compliance; and

(d) Tenant shall promptly and diligently prosecute such contest.

Landlord, without expense or liability to it, shall cooperate with Tenant
and execute any documents or pleadings required for such purpose, provided that
Landlord shall reasonably be satisfied that the facts set forth in any such
documents or pleadings are accurate.

ARTICLE 15
REMEDIES OF LANDLORD; WAIVER OF REDEMPTION

15.01. In case of such re-entry, expiration and/or dispossess by summary
proceedings or otherwise as set forth in Article 14 hereof (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, reasonable 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; and/or
(c) Tenant shall also pay Landlord as 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 or refusal 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 damages there shall
be added to the said deficiency such expenses as Landlord may incur in
connection with re-letting, such as legal expenses, reasonable attorneys' fees,
brokerage and for keeping the demised premises in good order or for preparing
the same for re-letting. Any such damages shall be paid in monthly installments
by Tenant on the rent days 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, at Landlord's option, may 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 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 or refusal to re-let the demised premises or any parts
thereof, or, in the event that the demised premises are re-let, for failure to
collect the rent thereof under such re-letting. In the event of a breach or
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.

15.02. 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.

ARTICLE 16
FEES AND EXPENSES; INTEREST

16.01. If Tenant shall default 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 covenants, terms or provisions in any Article of this Lease, (a)
Landlord may remedy such default for the account of Tenant, immediately and
without notice in case of emergency, or in any other case only provided that
Tenant shall fail to remedy such default with all reasonable dispatch after
Landlord shall

have notified Tenant in writing of such default and the applicable grace period
for curing such default shall have expired; and (b) if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
with such default including, but not limited to, reasonable attorneys' fees in
instituting, prosecuting or defending any action or proceeding, such sums paid
or obligations incurred, with interest, shall be deemed to be additional rent
hereunder and shall be paid by Tenant to Landlord upon rendition of a ▇▇▇▇ to
Tenant therefor.

If Tenant is late in making any payment due to Landlord from Tenant under
this Lease, then interest shall become due and owing to Landlord on such payment
from the date when it was due, computed as provided in Section 20.04 hereof.

ARTICLE 17
NO REPRESENTATIONS BY LANDLORD

17.01. Landlord or Landlord's agents have made no representations or
promises with respect to the said Building or demised premises except as herein
expressly set forth.

ARTICLE 18
END OF TERM

18.01. 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 and tear and damage by fire,
the elements or other casualty excepted, and Tenant shall remove all of its
property as herein provided. Tenant's obligation to observe or perform this
covenant shall survive the expiration or sooner termination of the term of this
Lease.

18.02. Tenant agrees it shall indemnify and save Landlord harm-less
against all costs, claims, loss or liability resulting from delay by Tenant in
so surrendering the premises, including, without limitation, any claims made by
any succeeding tenant founded on such delay. Additionally, the parties recognize
and agree that other damage to Landlord resulting from any failure by Tenant
timely to surrender the premises will be substantial, will exceed the amount of
monthly rent theretofore payable hereunder, and will be impossible of accurate
measurement. Tenant therefore agrees that if possession of the premises is not
surrendered to Landlord within one (1) day after the day of the expiration or
sooner termination of the term of this Lease, then Tenant will pay Landlord, as
liquidated damages, for each month and for each portion of any month during
which Tenant holds over in the premises after expiration or termination of the
term of this Lease, a sum equal to three times the average rent and additional
rent which was payable per month under this Lease during the last six months of
the term thereof. The aforesaid obligations shall survive the expiration or
sooner termination of the term of this Lease.

ARTICLE 19
QUIET ENJOYMENT

19.01. 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, and to the ground
leases, underlying leases and mortgages hereinbefore mentioned.

ARTICLE 20
DEFINITIONS

20.01. 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), so that in
the event of any transfer of title to said land and Building or said lease, or
in the event of a lease of the Building, or of the land and Building, upon
notification to Tenant of such transfer or lease the said transferor Landlord
shall be and hereby is entirely freed and relieved of all existing or future
covenants, obligations and liabilities of Landlord hereunder, and it shall be
deemed and construed as a covenant running with the land without further
agreement between the parties or their successors in interest, or between the
parties and the transferee of title to said land and Building or said lease, or
the said lessee of the Building, or of the land and Building, that the
transferee or the lessee has assumed and agreed to carry out any and all such
covenants, obligations and liabilities of Landlord hereunder.

20.02. The words "re-enter" and "re-entry" as used in this Lease are not
restricted to their technical legal meaning.

20.03. The term "business days" as used in this Lease shall exclude
Saturdays, Sundays and all days observed by the Federal, State or local
government as legal holidays as well as all other days recognized as holidays
under applicable union contracts.

20.04. Except as otherwise specifically provided in this Lease, whenever
payment of interest is required by the terms hereof, it shall be computed as
follows: for an individual or partnership tenant, computed at the maximum legal
rate of interest; for a corporate tenant, computed at two (2%) percent per month
unless there is an applicable maximum legal rate of interest which then shall be
used.

ARTICLE 21
ADJACENT EXCAVATION--SHORING

21.01. If an excavation shall be made upon land adjacent to the demised
premises, or shall be authorized to be made, 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 shall be necessary to
preserve the wall of or the Building of which the 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.

ARTICLE 22
RULES AND REGULATIONS

22.01. Tenant and Tenant's servants, employees and agents shall observe
faithfully and comply strictly with the Rules and Regulations set forth in
Exhibit B attached hereto and made part hereof entitled "Rules and Regulations"
and such other and further reasonable Rules and Regulations as Landlord or
Landlord's agents may from time to time adopt provided, however, that in case of
any conflict or inconsistency between the provisions of this Lease and of any of
the Rules and Regulations as originally or as hereafter adopted, the provisions
of this Lease shall control. Reasonable written notice of any additional Rules
and Regulations shall be given to

Tenant. 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 the reasonableness of such Rule
or Regulation for decision to the Chairman of the Board of Directors of the
Management Division of the Real Estate Board of New York, Inc., or to such
impartial person or persons as he may designate, provided however, if Tenant
objects to submitting the question to such Chairman or to his designee or
designees, the same shall be submitted to arbitration as set forth in Article 31
hereof, and the determination of the Chairman, his designee or designees, or the
arbitrators as the case may be, 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 30 days after
written notice to Tenant of the adoption of any such additional Rule or
Regulation. Nothing in this Lease contained shall be construed to impose upon
Landlord any duty or obligation to enforce the Rules and Regulations or the
terms, covenants or conditions in any other lease, against any other tenant of
the Building, and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its servants, employees, agents, visitors or
licensees.

ARTICLE 23
NO WAIVER

23.01. No agreement to accept a surrender of this Lease shall be valid
unless in writing signed by Landlord. No employee of Landlord or of Landlord's
agents shall have any power to accept the keys of said premises prior to the
termination of this Lease. The delivery of keys to any employee of Landlord or
of Landlord's agent shall not operate as a termination of this Lease or a
surrender of the premises. In the event of Tenant at any time desiring to have
Landlord sublet the premises for Tenant's account, Landlord or Landlord's agents
are authorized to receive said keys for such purpose without releasing Tenant
from any of the obligations under this Lease. The failure of Landlord to seek
redress for violation of, or to insist upon the strict performance of, any
covenant or condition of this Lease or any of the Rules and Regulations set
forth herein, 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 of rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. The failure of Landlord to enforce any of the Rules and
Regulations set forth herein, or hereafter adopted, against Tenant and/or any
other tenant in the Building shall not be deemed a waiver of any such Rules and
Regulations. No provision of this Lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing signed by Landlord. 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 on any check or any
letter accompanying any check or payment of 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.

23.02. This Lease contains the entire agreement between the parties, 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.

ARTICLE 24
WAIVER OF TRIAL BY JURY

24.01. Landlord and Tenant do hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the
demised premises, and/or any other claims (except claims for personal injury or
property damage), and any emergency statutory or any other statutory remedy. It
is further mutually agreed that in the event Landlord commences any summary
proceeding for non-payment of rent, Tenant will not interpose and does hereby
waive the right to interpose any counterclaim of whatever nature or description
in any such proceeding.

ARTICLE 25
INABILITY TO PERFORM

25.01. emergency, (4) any rule, order or regulation of any governmental
agency, (5) conditions of supply or demand which are affected by war or other
national, state or municipal emergency, or (6) any cause beyond Landlord's
control, Landlord shall be unable to fulfill its obligations under this Lease or
shall be unable to supply any service which Landlord is obligated to supply,
this Lease and Tenant's obligation to pay rent hereunder shall in no wise be
affected, impaired or excused. As Landlord shall learn of the happening of any
of the foregoing conditions, Landlord shall promptly notify Tenant of such event
and, if ascertainable, its estimated duration, and will proceed promptly and
diligently with the fulfillment of its obligations as soon as reasonably
possible.

If, for any reason whatsoever, unless the result of the causes set forth in
numbers (l)-(6) of the first paragraph of this Section 25.01, or because of
failure of the public utility supplying electricity or heat to the Building to
supply such service: (a) all of the elevators in the banks of elevators which
service the floor or floors on which the demised premises are located be
inoperative for more than ten (10) consecutive business days so that to obtain
access to any floor of the demised premises it would be necessary to walk up or
down more than four flights of stairs (a flight of stairs shall consist of all
stairs in a public stairway of the Building between one floor and the floor
above or below), unless elevators in a bank of elevators which service floors
above or below the floors upon which the demised premises are located are in
operation and if Tenant used same it would not be necessary to walk up or down
more than four flights of stairs, or (b) if the heating or air conditioning
system which services the demised premises be inoperative for a period of more
than ten (10) consecutive business days during the days when said system would
normally be operating to service the Building, so that Tenant and its employees
cannot and do not use, except on an emergency basis, part or all of the demised
premises for the purposes for which the premises are leased, Tenant shall be
entitled to an abatement of rent for each day after said ten (10) day period for
such portion of the demised premises which is inaccessible or which cannot be
used as above set forth.

ARTICLE 26
NOTICES

26.01. Any notice or demand, consent, approval or disapproval required
to be given by the terms and provisions of this Lease, or by any law or
governmental regulation, either by Landlord to Tenant or by Tenant to Landlord,
shall be in writing. Unless otherwise required by

such law or regulation such notice or demand shall be given, and shall be deemed
to have been served and given by Landlord and received by Tenant, when Landlord
shall have deposited such notice or demand by registered or certified mail
enclosed in a securely closed post-paid wrapper, in a United States Government
general or branch post office, or official depository with the exclusive care
and custody thereof, addressed to Tenant, at the address set forth after Tenant
s name on page 1 of this Lease. After Tenant shall occupy the demised premises,
the address of Tenant for notices, demands, consents, approvals or disapprovals
shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇. Such notice, demand, consent,
approval or disapproval shall be given, and shall be deemed to have been served
and given by Tenant and received by Landlord, when Tenant shall have deposited
such notice or demand by registered or certified mail enclosed in a securely
closed postpaid wrapper, in a United States Government general or branch post
office or, official depository with the exclusive care and custody thereof,
addressed to Landlord at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇. Either
party may, by notice as aforesaid, designate a different address or addresses
for notices, demands, consents, approvals or disapprovals.

ARTICLE 27
SERVICES

27.01. Landlord shall provide necessary elevator facilities on business
days from 8:00 A.M. to 6:00 P.M. and shall have sufficient elevators available
at all other times. At Landlord's option, the elevators shall be operated by
automatic control or by manual control, or by a combination of both of such
methods.

27.02. Landlord shall cause the space in the demised premises other than
any space used for the preparation or consumption of food or for storage to be
kept clean in accordance with the standards set forth in Exhibit C attached
hereto and made a part hereof entitled "Cleaning Schedule".

27.03.

(a) Landlord shall, through the air conditioning system of the
Building, furnish to the demised premises, on an all year round basis, air
conditioning, ventilation and heating during the hours from 8:00 A.M. to
6:00 P.M. on business days. Provided Tenant shall comply with Building
Regulations, the air conditioning system will be designed to provide summer
interior conditions of 78 DEG. F when outside conditions are 95 DEG. F and
winter interior conditions of 68 DEG. F with outside conditions of 10 DEG.
F.

(b) Landlord will maintain the air conditioning system in a
manner befitting a first class building and will use all reasonable care to
keep the same in proper and efficient operating condition. Tenant
acknowledges that it has been advised that the conditions hereinbefore
described cannot be maintained in the event of the occupancy of the demised
premises by more than an average of one person for each 100 square feet of
usable area or if Tenant installs and operates lighting, machines and
appliances the total connected electrical load of which exceeds 4 ▇▇▇▇▇ per
square foot of usable area.

(c) Tenant agrees to keep and cause to be kept closed all the
windows in and the exterior doors to the demised premises at all times, and
Tenant agrees to cooperate fully with Landlord and to abide by all the
regulations and requirements which Landlord

may reasonably prescribe for the proper functioning and protection of said
air conditioning system.

(d) The Tenant acknowledges it has been advised that the
Building has sealed windows and that, therefore, the air in the demised
premises can become stale and even unbreathable when the ventilating,
air-conditioning, and heating system is not operating. Tenant agrees that
Landlord shall not be obligated to operate such ventilating,
air-conditioning, and heating system after or before regular business hours
as set forth in Section 27.03(a) except after prior written notice from and
payment by Tenant as hereinafter specified. Tenant agrees that Landlord's
failure to operate such system in the absence of such notice and payment
shall not be deemed a partial or other eviction, or disturbance of Tenant's
use, enjoyment, or possession of the premises, and shall not render
Landlord liable for damages, by abatement of rent or otherwise, and Tenant
shall not be relieved from any obligation under this Lease. Landlord will
provide Tenant with ventilation, air-conditioning, or heating at times
other than during regular business hours, at the hourly rate hereinafter
set forth, provided that Tenant shall give written notice prior to 1:00
P.M. in the case of such service on business days and prior to 1:00 P.M. on
Fridays in the case of such service on Saturdays and Sundays (or 3:00 P.M.
on the preceding business day, in the case of holidays). The hourly rate
for such ventilating, air-conditioning, or heating service shall be the
Landlord's actual operating cost per hour plus 10%.

27.04.

(a) Landlord shall furnish to Tenant the electric energy which Tenant
requires in the demised premises on a "rent inclusion" basis. There shall
be no charge to Tenant therefor by way of measuring the same on any meter
or otherwise, electric current being included as an additional service in
the fixed annual rent payable hereunder. Landlord shall not in anywise be
liable or responsible to Tenant for any loss or damage or expense which
Tenant may sustain or incur if either the quantity or character of electric
service is changed or is no longer available or suitable for Tenant's
requirements, unless such change is caused by the willful or negligent act
of Landlord.

(b) If and so long as Landlord provides electricity to the demised
premises on a rent inclusion basis, Tenant agrees that the fixed annual
rent shall be increased by the amount of the Electricity Rent Inclusion
Factor (the "ERIF"), as hereinafter defined, to compensate Landlord as
hereinafter provided, for its obtaining and making available to Tenant the
redistribution of electric current as an additional service, through the
presently installed electrical facilities, for Tenant's reasonable use of
ordinary lighting and light office equipment, during ordinary business
hours. The "Electricity Rent Inclusion Factor" shall mean the amount
determined by applying the estimated connected electrical load of Tenant,
which shall be deemed to be the demand (KW), and hours of use thereof,
which shall be deemed to be the energy (KWH), as determined by the
electrical consultant as hereinafter provided, to the rate charged for such
load and energy usage in the SC-4, Rate I Service Classification in effect
on May 1, 1996 (and not the time-of-day rate schedule, if any), as
increased or decreased by all electricity cost changes of Landlord since
May 1, 1996, as hereinafter provided.

The parties acknowledge that the fixed annual rent hereinabove set forth
has not yet been, but is to be, increased by the ERIF. Tenant, therefore, agrees
to have the fixed annual rent hereinabove set forth so increased by an ERIF of
$3.45 per rentable square foot, to be paid in equal monthly installments, in
advance, from the date when Landlord commenced to furnish electricity to Tenant
on a rent inclusion basis.

If the cost to Landlord of electricity shall have been, or shall be,
increased or decreased subsequent to May 1, 1996 (whether such change occurs
prior to or during the term of this Lease), by change in Landlord's electric
rates or service classifications, or by any increase, subsequent to the last
such electric rate or service classification change, in fuel adjustments or
charges of any kind, or by taxes, imposed on Landlord's electricity purchases,
or on Landlord's electricity redistribution, or for any other such reason, then
the aforesaid ERIF portion of the fixed annual rent shall be changed in the same
percentage as any such change in cost due to changes in electric rates or
service classifications, and, also, Tenant's payment obligation, for electricity
redistribution, shall change from time to time so as to reflect any such
increase in fuel adjustments or charges, and such taxes.

Any such percentage change in Landlord's cost due to change in Landlord's
electric rates or service classifications, shall be computed on the basis of the
average consumption of electricity for the Building for the twelve full months
immediately prior to the rate change or other such change in cost, energy and
demand, and any changed methods of or rules on billing for same, applied on a
consistent basis to the new electric rate or service classification and to the
immediately prior existing electric rate or service classification. The parties
acknowledge that they understand that it is anticipated that electric rates,
charges, etc., may be changed by virtue of time-of-day rates or other methods of
billing, and that the foregoing reference to changes in methods of or rules on
billing is intended to include any such change.

The parties agree that a reputable, independent electrical consultant firm,
selected by Landlord ("Landlord's consultant"), may from time to time make
surveys in the demised premises covering the electrical equipment and fixtures
and use of current therein. If such survey shall disclose a change in Tenant's
connected electrical load or hours of energy use, then the connected electrical
load and energy usage portion of the ERIF shall be changed in accordance with
such survey, and the ERIF redetermined, accordingly, by Landlord's consultant.
The fixed annual rent shall be appropriately adjusted effective as of the date
of any such change in connected load and/or energy usage, as disclosed by said
survey. In no event, whether because of surveys, rate changes or for any other
reason, is such originally specified $3.45 per square foot ERIF portion of the
fixed annual rent (plus any net increase thereof, but not decrease, by virtue of
all electricity rate or service classification changes of Landlord subsequent to
May 1, 1996) to be reduced.

The determination of changes in the ERIF by Landlord's consultant shall be
binding and conclusive on Landlord and on Tenant unless within fifteen (15) days
after the delivery of copies of such determination to Landlord and Tenant,
either Landlord or Tenant disputes such determination by written notice to the
other. If either party disputes the determination, it shall, at its own expense,
within forty-five (45) days after advising the other of such dispute, obtain
from a reputable independent electrical consultant its own survey of Tenant's
electrical lighting and power load and hours of energy use, and a determination
of such change in the ERIF in accordance with the provisions of this Article.
Tenant's consultant and Landlord's consultant then shall seek to agree on a
finding of such determination of such change in the ERIF. If they cannot

agree, they shall choose a third reputable electrical consultant whose cost
shall be shared equally by Landlord and Tenant, to make a similar survey, and
the determination of such ERIF change by such third electrical consultant shall
be controlling. (If they cannot agree on such third consultant, within ten (10)
days, then either party may apply to the Supreme Court in the County of New York
for the appointment of such third consultant.) However, pending such
determination, Tenant shall pay to Landlord the amount of ERIF as determined by
Landlord's consultant; provided, however, if the amount of ERIF determined as
aforesaid is different from that determined by Landlord's consultant, then
Landlord and Tenant shall make adjustment for any deficiency owed by Tenant or
overage paid by Tenant pursuant to the determination of Landlord's consultant.

(c) Landlord reserves the right to discontinue furnishing electric
energy to Tenant at any time upon sixty (60) days written notice to Tenant,
and from and after the effective date of such termination, Landlord shall
no longer be obligated to furnish Tenant with electric energy, provided,
however, that such termination date may be extended for a time reasonably
necessary for Tenant to make arrangements to obtain electric service
directly from the public utility company servicing the Building. If
Landlord exercises such right of termination, this Lease shall remain
unaffected thereby and shall continue in full force and effect; and
thereafter Tenant shall diligently arrange to obtain electric service
directly from the public utility company servicing the Building, and may
utilize the then existing electric feeders, risers and wiring serving the
demised premises to the extent available and safely capable of being used
for such purpose and only to the extent of Tenant's then authorized
connected load. Landlord shall be obligated to pay no part of any cost
required for Tenant's direct electric service. Commencing with the date
when Tenant receives such direct service and as long as Tenant shall
continue to receive such service, the fixed annual rental rate payable
under this Lease shall be reduced by the amount of the ERIF portion thereof
which was payable hereunder immediately prior to the date when Tenant
received such direct service.

(d) Tenant agrees that at all times its use of electric current shall
not exceed the capacity of existing feeders to the Building or the risers
or wiring installation. Tenant agrees not to connect any additional
electrical equipment of any type to the Building electric distribution
system, other than typewriters, lamps and small office machines which
consume comparable amounts of electricity, without Landlord's prior written
consent, which consent shall not be unreasonably withheld. Any additional
risers, feeders, or other equipment proper or necessary to supply Tenant's
electrical requirements, upon written request of Tenant, will be installed
by Landlord, at the sole cost and expense of Tenant, if, in Landlord's
judgment, the same are necessary and will not cause permanent damage or
injury to the Building or the demised premises or cause or create a
dangerous or hazardous condition or entail excessive or unreasonable
alterations, repairs or expense or interfere with or disturb other tenants
or occupants.

(e) Supplementing Section 36.03 hereof, if all or part of the ERIF
payable in accordance with subdivision (b) of this Section 27.04 becomes
uncollectible or reduced or refunded by virtue of any law, order or
regulation, the parties agree that, at Landlord's option, in lieu of the
ERIF, and in consideration of Tenant's use of the building's electrical
distribution system and receipt of redistributed electricity and payment by
Landlord of consultants' fees and other redistribution costs, the fixed
annual rental rate(s)

to be paid under this Lease shall be increased by an "alternative charge"
which shall be a sum equal to $3.45 per year per rentable sq. ft. of the
demised premises, changed in the same percentage as any increases in the
cost to Landlord for electricity for the entire building subsequent to May
1, 1996 because of rate changes, such percentage change to be computed as
in subdivision (b) of this Section 27.04 provided.

(f) Anything hereinabove to the contrary notwithstanding, in no event
is the ERIF or any "alternate charge" to be less than an amount equal to
the total of Landlord's payment to the public utility for the electricity
consumed by Tenant (and any taxes thereon or on redistribution of same)
plus 5% thereof for transmission line loss, plus 15% thereof for other
redistribution costs.

27.05. Subject to the provisions of Section 25.01, Landlord reserves the
right to stop services on the air conditioning, elevator, plumbing and electric
systems when necessary by reason of accident or emergency or for repairs,
alterations, replacements or improvements, provided that except in case of
emergency, Landlord will notify Tenant in advance, if possible, of any such
stoppage and, if ascertainable, its estimated duration, and will proceed
diligently with the work necessary to resume such service as promptly as
possible and in a manner so as to minimize interference with the Tenant's use
and enjoyment of the demised premises.

27.06. Landlord will supply Tenant with an adequate quantity of hot and
cold water for lavatory, cleaning, and drinking purposes. If Tenant requires
water for any additional purpose, Tenant shall pay the cost thereof at the cost
to Landlord as the same is measured by a meter to be installed and maintained at
Tenant's expense.

27.07. In the event Tenant shall employ any contractor to do in the
demised premises any work permitted by Section 3.01 of this Lease, such
contractor and any subcontractor shall agree to employ only such labor as will
not result in jurisdictional disputes or strikes. Tenant will inform Landlord in
writing of the names of any contractor or subcontractor Tenant proposes to use
in the demised premises at least five (5) days prior to the beginning of work by
such contractor or subcontractor.

27.08. If Tenant is permitted hereunder to and does have a separate area
for the preparation or consumption of food in the demised premises, Tenant shall
pay to Landlord the cost of removal from the Building of any refuse or rubbish
from such area and the cost of employing on a regular basis, an exterminator to
keep the demised premises free from vermin; and Tenant shall provide a
refrigerated garbage storage room, the plans and specifications thereof to be
approved by Landlord, or other means of disposing of garbage reasonably
satisfactory to Landlord's architects.

27.09. It is expressly agreed that only Landlord or any one or more
persons, firms or corporations authorized in writing by Landlord will be
permitted to furnish: laundry, linen, towels, drinking water, ice and other
similar supplies and services to tenants and licensees in the Building.

Landlord may fix, in its own absolute discretion, at any time and from time
to time, the hours during which and 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 the said supplies and services, provided that

the quality thereof and the charges therefor are reasonably comparable to that
of other suppliers; and Landlord furthermore expressly reserves the right to
exclude from the Building any person, firm or corporation attempting to furnish
any of said supplies or services but not so designated by Landlord.

27.10. It is expressly agreed that only Landlord or any one or more
persons, firms or corporations authorized in writing by Landlord will be
permitted to sell, deliver or furnish any food or beverages whatsoever for
consumption within the demised premises or elsewhere in the Building. Landlord
expressly reserves the right to act as or to designate at any time, or from time
to time, an exclusive supplier or suppliers of such food and beverages; and
Landlord further expressly reserves the right to exclude from the Building any
person, firm or corporation attempting to deliver or purvey any such food or
beverages but not so designated by Landlord It is understood, however, that
Tenant or regular office employees of Tenant who are not employed by any
supplier of such food or beverages or by any person, firm or corporation engaged
in the business of purveying such food or beverages, may personally bring food
or beverages into the Building for consumption within the demised premises by
the said Tenant or employees of Tenant, but not for resale to or for consumption
by any other tenant, or the employees or guests of any other tenant. Landlord
may fix in its absolute discretion, at any time and from time to time, the hours
during which, and the regulations under which food and beverages may be brought
into the Building by Tenant or its regular employees.

27.11. Tenant acknowledges that it has been advised that the cleaning
contractor for the Building may be a division or affiliate of Landlord. Tenant
agrees to employ such contractor or such other office maintenance contractor as
Landlord may from time to time designate, for all waxing, polishing, lamp
replacement, cleaning and maintenance work of or in the demised premises, and
Tenant's furniture, fixtures and equipment, provided that the quality thereof
and the charges therefor are reasonably comparable to that of other contractors
or individuals. Tenant shall not employ any other such contractor or individual
without Landlord's prior written consent, but nothing herein contained shall
prohibit Tenant from performing such work for itself by use of its own regular
employees.

27.12. Landlord will not be required to furnish any other services,
except as provided in this Article 27, and except that Landlord agrees to
provide on business days (not including Saturdays, Sundays and holidays) the
cleaning set forth in Exhibit C hereof. Tenant shall pay to Landlord, on demand,
a reasonable charge for the removal from the demised premises of any refuse and
rubbish of Tenant as shall not be contained in the waste receptacles described
in Exhibit C. Landlord, its cleaning contractor and their employees shall have
after-hours access to the demised premises and the use of tenant's light, power
and water in the demised premises as may be reasonably required for the purpose
of cleaning the demised premises.

27.13. If Tenant contests the reasonableness of any charges made by any
supplier or contractor designated by Landlord as set forth in any section of
this Article 27, Landlord and Tenant shall each obtain two bona fide bids for
such work from independent reputable contractors, and not controlled directly or
indirectly by Landlord or affiliated with Landlord or Landlord's Managing Agent,
or by or with Tenant, and the average of the four bids thus obtained shall be
the standard of comparison in determining the reasonableness of such charges. If
the supplier or contractor designated by Landlord is unwilling to accept the
average of such bids as full payment for its suppliers or services, Landlord may
substitute another supplier or contractor who will accept such average as full
payment, or if Landlord fails to make such substitution

within fifteen (15) days after the ascertainment of the average of the bids,
Tenant shall be free to make its own arrangements for such work or supplies for
the remainder of the term.

27.14. Landlord shall manage and maintain the Building as a first class
office building. Tenant and its employees shall occupy and use the demised
premises in a manner befitting such building.

ARTICLE 30
CONDITION OF PREMISES

30.01. Tenant expressly acknowledges that it has inspected the demised
premises and is fully familiar with the physical condition thereof. Tenant
agrees to accept the demised premises in its "as is" condition. Tenant
acknowledges that Landlord shall have no obligation to do any work in and to the
demised premises in order to make them suitable and ready for occupancy and use
by Tenant.

ARTICLE 31
ARBITRATION

31.01. In each case specified in this Lease in which resort to
arbitration shall be required, such arbitration (unless otherwise specifically
provided in other Sections of this Lease) shall be in New York City in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association and the provisions of this Lease, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.

ARTICLE 32
INDEMNITY

32.01. Tenant shall indemnify and save Landlord harmless from and
against any liability or expense arising from the use or occupation of the
demised premises by Tenant or anyone on the premises with Tenant's permission,
or from any breach of this Lease.

ARTICLE 33
VAULT AND BASEMENT SPACE

33.01. Landlord shall have the right from time to time, to substitute
for the basement space, if any, then occupied by Tenant, comparable space in the
basement, provided Landlord shall give at least thirty (30) days' prior written
notice to Tenant of its intention so to do. No vault or basement space not
within the property line of the Building is leased hereunder, anything to the
contrary indicated elsewhere in this Lease notwithstanding. Any vault or
basement space not within the property line of the Building, which Tenant may be
permitted to use or occupy, shall be used or occupied under revocable license
and if the amount of such space be diminished or required by any governmental
authority having jurisdiction, Landlord shall not be subject to any liability
nor shall Tenant be entitled to abatement of rent, nor shall such diminution or
abatement be deemed a constructive or actual eviction. Any fee or license charge
or tax of municipal authorities for such vault or basement space shall be paid
by Tenant to Landlord as additional rent within five (5) days after written
demand therefor. If such fee, tax or charge shall be for vault or basement space
greater in area than that occupied by Tenant, the charge to Tenant shall be
pro-rated.

ARTICLE 34
OCCUPANCY AND USE BY TENANT

34.01.

(a) Tenant acknowledges that its continued occupancy of the demised
premises, and the regular conduct of its business therein, are of utmost
importance to the Landlord in the renewal of other leases in the building,
in the renting of vacant space in the building, in the providing of
electricity, air conditioning, steam and other services to the tenants in
the building, and in the maintenance of the character and quality of the
tenants in the building. Tenant therefore covenants and agrees that it will
occupy the entire demised premises, and will conduct its business therein
in the regular and usual manner, throughout the term of this Lease. Tenant
acknowledges that Landlord is executing this Lease in reliance upon these
covenants and that these covenants are a material element of consideration
inducing the Landlord to execute this Lease. Tenant further agrees that if
it vacates the demised premises or fails to so conduct its business
therein, at any time during the term of this Lease, without the prior
written consent of the Landlord, then all rent and additional rent reserved
in this Lease from the date of such breach to the expiration date of this
Lease shall become immediately due and payable to Landlord.

(b) The parties recognize and agree that the damage to Landlord
resulting from any breach of the covenants in subdivision (a) hereof will
be extremely substantial, will be far greater than the rent payable for the
balance of the term of this Lease, and will be impossible of accurate
measurement. The parties, therefore, agree that in the event of a breach or
threatened breach of the said covenants, in addition to all of Landlord's
other rights and remedies, at law or in equity or otherwise, Landlord shall
have the right of injunction to preserve Tenant's occupancy and use. The
words "become vacant or deserted" as used elsewhere in this Lease shall
include Tenant's failure to occupy or use as by this Article required.

(c) If Tenant breaches either of the covenants in subdivision (a)
above, and this Lease be terminated because of such default, then, in
addition to Landlord's rights of re-entry, restoration, preparation for and
rerental, and anything elsewhere in this Lease to the contrary
notwithstanding, Landlord shall retain its right to judgment on and
collection of Tenant's aforesaid obligation to make a single payment to
Landlord of a sum equal to the total of all rent and additional rent
reserved for the remainder of the original term of this Lease, subject to
future credit or repayment to Tenant in the event of any rerenting of the
premises by Landlord, after first deducting from rerental income all
expenses incurred by Landlord in reducing to judgment or otherwise
collecting Tenant's aforesaid obligation, and in obtaining possession of,
restoring, preparing for and re-letting the premises. In no event shall
tenant be entitled to a credit or repayment for rerental income which
exceeds the sums payable by Tenant hereunder or which covers a period after
the original term of this Lease.

ARTICLE 35
NAME OF BUILDING

35.01. Landlord shall have the full right at any time to name and change
the name of the Building and to change the designated address of the Building.
The Building may be named after any person, firm, or otherwise, whether or not
such name is, or resembles, the name of a tenant of the Building.

ARTICLE 36
INVALIDITY OF ANY PROVISION, ETC.

36.01. If any term, covenant, condition or provision of this Lease or
the application thereof to any circumstance or to any person, firm or
corporation shall be invalid or unenforceable to any extent, the remaining
terms, covenants, conditions and provisions of this Lease or the application
thereof to any circumstances or to any person, firm or corporation other than
those as to which any term, covenant, condition or provision is held invalid or
unenforceable, shall not be affected thereby and each remaining term, covenant,
condition and provision of this Lease shall be valid and shall be enforceable to
the fullest extent permitted by law.

36.02. If any term, covenant, condition or provision of this Lease is
found invalid or unenforceable to any extent, by a final judgment or award which
shall not be subject to change by any appeal, then either party to this Lease
may initiate an arbitration in accordance with the provisions of Article 31,
which arbitration shall be by three (3) arbitrators each of whom shall have at
least ten (10) years' experience in the supervision of the operation and
management of major office buildings in Manhattan. Said arbitrators shall devise
a valid and enforceable substitute term, covenant, condition or provision for
this Lease which shall as nearly as possible carry out the intention of the
parties with respect to the terms, covenant, condition or provisions theretofore
found invalid or unenforceable. Such substitute term, covenant, condition or
provision, as determined by the arbitrators, shall thereupon be deemed a part of
this Lease.

36.03. In the event the fixed annual rent or additional rent or any part
thereof provided to be paid by Tenant under the provisions of this Lease during
the demised term shall become uncollectible or shall be reduced or required to
be reduced or refunded by virtue of any Federal, State, County or City law,
order or regulation, or by any direction of a public officer or body pursuant to
law, or the orders, rules, code or regulations of any organization or entity
formed pursuant to law, whether such organization or entity be public or
private, then Landlord, at its option, may at any time thereafter terminate this
Lease, by not less than thirty (30) days' written notice to Tenant, on a date
set forth in said notice, in which event this Lease and the term hereof shall
terminate and come to an end on the date fixed in said notice as if the said
date were the date originally fixed herein for the termination of the demised
term. Landlord shall not have the right so to terminate this Lease if Tenant
within such period of thirty (30) days shall in writing lawfully agree that the
rentals herein reserved are a reasonable rental and agree to continue to pay
said rentals, and if such agreement by Tenant shall then be legally enforceable
by Landlord.

ARTICLE 37
CAPTIONS

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

ARTICLE 38
CERTIFICATE OF TENANT

38.01. Tenant shall, without charge, at any time and from time to time,
within ten (10) days after request by Landlord, deliver a written instrument to
Landlord or any other person, firm or corporation specified by Landlord, duly
executed and acknowledged, certifying:

(a) 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 any such modification;

(b) Whether or not there are then existing any setoffs or defenses
against the enforcement of any of the agreements, terms, covenants, or
conditions of this Lease and any modification thereof upon the part of
Tenant to be performed or complied with, and, if so, specifying the same;

(d) Whether the term of this Lease has commenced and rent become
payable thereunder; and whether Tenant has accepted possession of the
demised premises; and whether Landlord has substantially completed its
required work under Article 30 hereof.

38.02. Tenant agrees that, except for the first month's rent hereunder,
it will pay no rent under this Lease more than thirty (30) days in advance of
its due date, and, in the event of any act or omission by Landlord, Tenant will
not exercise any right to terminate this Lease or to remedy the default and
deduct the cost thereof from rent due hereunder until Tenant shall have given
written notice of such act or omission to the Ground Lessor and to the holder of
any first mortgage on the Ground Lease who shall have furnished such holder's
last address to Tenant, and until a reasonable time for remedying such act or
omission shall have elapsed following the giving of such notices, during which
time such Lessor or holder shall have the right, but shall not be obligated, to
remedy or cause to be remedied such act or omission.

38.03. Anything in this Lease contained to the contrary notwithstanding,
under no circumstances shall the holder of any first mortgage on the Ground
Lease or, if the interests of Landlord under this Lease are transferred by
reason of, or assigned in lieu of, foreclosure or other proceedings for
enforcement of such mortgage, or if the holder of such mortgage acquires a lease
in substitution therefor, then such purchaser, assignee, or lessee, as the case
may be, whether or not it shall have succeeded to the interests of the landlord
under this Lease, be subject to or liable for any offsets or deductions from
rent, claims or defenses which the Tenant might have against any prior landlord
under this Lease.

ARTICLE 39
SECURITY DEPOSIT

39.01. Tenant has deposited with Landlord the sum of $4,298.66* 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 or rent and additional rent,
Landlord may (but shall not be required to) 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
reletting of the premises, whether such damages or deficiency accrued before or
after summary proceedings or other re-entry by Landlord. Tenant shall, upon
demand, deposit with Landlord the full amount of security deposit so used or
applied by Landlord, in order that Landlord shall have the full security deposit
on hand at all times during the term of this Lease. 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, of 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.

ARTICLE 40
BROKER

40.01. Tenant represents and warrants that it neither consulted nor
negotiated with any broker or finder with regard to the demised premises other
than Helmsley-Spear, Inc.

Tenant agrees to indemnify, defend and save Landlord harmless from and
against any claims for fees or commissions from anyone other than
Helmsley-Spear, Inc. with whom Tenant has dealt in connection with the demised
premises or this Lease. Landlord agrees to pay any commission or fee owing to
the aforesaid Helmsley-Spear, Inc.

________________
* It is agreed that a portion of the unapplied amount of Tenant's security
deposit under that certain lease, dated January 20, 1995 between Landlord and
Tenant for certain space on the 43rd floor (Rooms 4303-4306), presently in the
sum of $11,422.00, shall be used to satisfy Tenant's security deposit obligation
under this Lease.

ARTICLE 41
POSSESSION

41.01. Supplementing Articles 25 and 30 hereof, if Landlord shall be
unable to give possession of the premises on the commencement date of the term
of this Lease, because of the holding-over or retention of possession of any
tenant or occupant, or for any other reason, Landlord shall not be subject to
any liability for such failure. In such event, this Lease shall stay in full
force and effect, without extension of its term. However, the rent hereunder
shall not commence until the premises are made available for occupancy by Tenant
(with the substantial completion in the premises of any work required by this
Lease to be completed therein by Landlord at Landlord's expense prior to the
commencement date of the term of this Lease). If Landlord is unable to give
possession of the premises on the commencement date of the term, because
changes, repairs or decorations being made for Tenant's use at Tenant's expense
have not been completed, there shall be no abatement of rent and the rent shall
commence on the date specified herein. If permission is given to Tenant to
occupy the premises, or other premises, prior to the commencement date of the
term, such occupancy shall be deemed to be pursuant to the terms of this Lease,
except that the parties shall separately agree as to the obligation of Tenant to
pay rent for such occupancy. 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.

ARTICLE 42
SUBMISSION OF LEASE

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

ARTICLE 43
MEMORANDUM OF LEASE

43.01. This lease shall not be recorded without the prior written
consent of Landlord. At the request of either party, Landlord and Tenant shall
promptly execute, acknowledge and deliver a memorandum with respect to this
Lease sufficient for recording. Such memorandum shall not in any circumstances
be deemed to change or otherwise affect any of the obligations or provisions of
this Lease.

ARTICLE 44
SUCCESSORS AND ASSIGNS

44.01. 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.

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

SEE RIDERS ANNEXED HERETO AND MADE A PART HEREOF

MID-CITY ASSOCIATES
BY: HELMSLEY-SPEAR, INC., Agent
Witness: (as to Landlord) (Landlord)

___________________________________ By ___________________________________

Attest: (as to Tenant) TRANS WORLD GAMING CORPORATION
(Tenant)

___________________________________ By ___________________________________

Tenant's Federal I.D. Number ▇▇-▇▇▇▇▇▇▇

▇▇

▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
)ss: (Landlord)
COUNTY OF NEW YORK )

On the _____________ day of _______________, 19__, before me personally
came ______________________________ residing at _______________________________,
to me known and known to me to be a member of MID-CITY ASSOCIATES, a general
co-partnership and the person described in and who executed the foregoing
instrument in the name of MID-CITY ASSOCIATES and he duly acknowledged to me
that he executed the Same as and for the act and deed of MID-CITY ASSOCIATES.

________________________________
(Notary Public)

STATE OF NEW YORK )
)ss: (Landlord)
COUNTY OF NEW YORK )

On the ________ day of ___________________, 19__, before me personally came
__________________________________, to me known, who being by me duly sworn, did
depose and say that __he resides at ________________________________________,
that he is the ________________________ of HELMSLEY-SPEAR, INC., a New York
corporation, the corporation mentioned in, and which executed the foregoing
instrument; and that __he signed h__ name thereto by order of the Board of
Directors of said corporation.

__________________________________
(Notary Public)

▇▇

▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
)ss: (Corporate Tenant)
COUNTY OF NEW YORK )

On the ________ day of ___________________, 19__, before me personally came
______________________________________________, to me known, who being by me
duly sworn, did depose and say that __he resides at
________________________________________, that he is the
________________________ of __________________________, a _________________
corporation, the corporation mentioned in, and which executed the foregoing
instrument; and that __he signed h__ name thereto by order of the Board of
Directors of said corporation.

_________________________________
(Notary Public)

STATE OF NEW YORK )
)ss: (Partnership Tenant)
COUNTY OF NEW YORK )

On the ____ day of _____________, 19__, before me personally came
_____________________________, residing at ___________________________________,
to me known and known to me to be a member of
____________________________________ a __________________________ co-partnership
and the person described in and who executed the foreign instrument in the name
of _________________________________________ and he duly acknowledged to me that
__he executed the same as and for the act and deed of ___________________.

__________________________________
(Notary Public)

▇▇

▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
)ss: (Individual Tenant)
COUNTY OF NEW YORK )

On the _____ day of ________________, 19__, before me personally came
_______________________________, to me known and known to me to be the
individual described in, and who executed the foregoing instrument, and
acknowledged to me that __he executed the same.

(Notary Public)

EXHIBIT A

The plan(s) or diagram(s) comprising this Exhibit are attached hereto at
the back cover of this Lease.

EXHIBIT B
RULES AND REGULATIONS

1. The sidewalks, and public portions of the Building, such as entrances,
passages, courts, elevators, vestibules, stairways, corridors or halls
shall not be obstructed or encumbered by any tenant or used for any purpose
other than ingress and egress to and from the demised premises.

2. No awnings or other projections shall be attached to the outside walls of
the Building. No curtains, blinds, shades, louvered openings or screens
shall be attached to or hung in, or used in connection with, any window or
door of the demised premises, without the prior written consent of
Landlord, unless installed by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the outside of
the demised premises or Building or on corridor walls. Signs on entrance
door or doors shall conform to building standard signs, samples of which
are on display in Landlord's rental office. Signs on doors shall, at the
tenant's expense, be inscribed, painted or affixed for each tenant by sign
makers approved by Landlord. In the event of the violation of the foregoing
by any tenant, Landlord may remove same without any liability, and may
charge the expense incurred by such removal to the tenant or tenants
violating this rule.

4. The sashes, sash doors, skylights, windows, heating, ventilating and air
conditioning vents and doors that reflect or admit light and air into the
halls, passageways or other public places in the Building shall not be
covered or obstructed by any tenant, nor shall any bottles, parcels, or
other articles be placed on the window ▇▇▇▇▇.

5. No show cases or other articles shall be put in front of or affixed to any
part of the exterior of the Building, nor placed in the public halls,
corridors or vestibules without the prior written consent of Landlord.

6. Whenever Tenant shall submit to Landlord any plan, agreement or other
document for Landlord's consent or approval, or review and acceptance,
Tenant agrees to pay Landlord as additional rent, on demand, a processing
fee in a sum equal to the reasonable fee of any architect, engineer or
attorney employed by Landlord to review said plan, agreement or document.

7. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the
Tenant who, or whose servants, employees, agents, visitors or licensees,
shall have caused the same.

8. No tenant shall in any way deface any part of the. demised premises or the
Building of which they form a part. No tenant shall lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with
the floor of the demised 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.

9. No bicycles, vehicles or animals of any kind shall be brought into or kept
in or about the premises. No cooking shall be done or permitted by any
Tenant on said premises except in conformity to law and then only in the
utility kitchen, if any, as set forth in Tenant's layout, which is to be
primarily used by Tenant's employees for heating beverages and light
snacks. No tenant shall cause or permit any unusual or objectionable odors
to be produced upon or permeate from the demised premises.

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

11. No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of the Building or
neighboring buildings or premises or those having business with them,
whether by the use of any musical instrument, radio, talking machine,
unmusical noise, whistling, singing, or in any other way. No tenant shall
throw anything out of the doors, windows or skylights or down the
passageways.

12. No tenant, nor any of the tenant's servants, employees, agents, visitors or
licensees, shall at any time bring or keep upon the demised premises any
inflammable, combustible or explosive fluid, or chemical substance, other
than reasonable amounts of cleaning fluids and solvents required in the
normal operation of tenant's business offices.

13. 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 existing
locks or the mechanism thereof, without the prior written approval of the
Landlord and unless and until a duplicate key is delivered to Landlord.
Each tenant must, upon the termination of his tenancy, restore to the
Landlord all keys of stores, offices and toilet rooms, either furnished to,
or otherwise procured by, such tenant, and in the event of the loss of any
keys, so furnished, such tenant shall pay to Landlord the cost thereof.

14. All removals, or the carrying in or out of any safes, freight, furniture or
bulky matter of any description, must take place during the hours and
pursuant to such procedures as Landlord or its agent may determine from
time to time. Landlord reserves the right to inspect all freight to be
brought into the Building and to exclude from the Building all freight
which violates any of these Rules and Regulations or the Lease of which
these Rules and Regulations are a part.

15. No tenant shall occupy or permit any portion of the premises demised to it
to be occupied as an office for a public stenographer or typist, or for the
possession, storage, manufacture, or sale of liquor, narcotics, tobacco in
any form, or as a ▇▇▇▇▇▇ or manicure shop or as a public employment bureau
or agency, or for a public finance (personal loan) business. No tenant
shall engage or pay any employees on the demised premises, except those
actually working for such tenant on said premises, nor advertise for
laborers giving an address at said premises.

16. Landlord shall have the right to prohibit any advertising by any tenant,
mentioning the Building, which, in Landlord's reasonable opinion, tends to
impair the reputation of the

Building or its desirability as a building for offices, and upon written
notice from Landlord, tenants shall refrain from or discontinue such
advertising.

17. Landlord reserves the right to exclude from the Building between the hours
of 6:00 P.M. and 8:00 A.M. and at all hours on Sundays and legal holidays
all persons who do not present a pass to the Building signed by a tenant.
Each tenant shall be responsible for all persons for whom such pass is
issued and shall be liable to Landlord for all acts of such persons.

18. At the option of Landlord, the Tenant agrees to purchase from Landlord or
its agents all lamps and bulbs used in the demised premises and to pay for
the cost of installation thereof.

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

20. Tenant shall pay to Landlord the cost of an exterminator to keep the
demised premises free from vermin.

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

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

23. There shall not be used in any space, or the public halls of any building,
either by any tenant or by jobbers or others, in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and
side guards. No hand trucks shall be used in passenger elevators.

24. Tenants, in order to obtain maximum effectiveness of the cooling system,
shall lower and/or close venetian or vertical blinds or drapes when the
sun's rays fall directly on windows of demised premises and shall permit
Landlord to install and maintain on the interior of said windows mylar or
other such insulating materials.

25. In order that the Building can and will maintain a uniform appearance to
those outside of same, each Tenant in building perimeter areas shall (a)
use only building standard lighting in areas where lighting is visible from
the outside of the Building and (b) use only building standard venetian or
vertical blinds in window areas which are visible from the outside of the
Building.

26. Replacement of ceiling tiles after they are removed for Tenant by telephone
company installers, in both the demised premises and the public corridors,
will be charged to Tenant on a per tile basis.

27. All paneling, grounds or other wood products not considered furniture shall
be of fire retardant materials. Before installation of any such materials,
certification of the materials' fire retardant characteristics shall be
submitted to Landlord, or its agents, in a manner satisfactory to the
Landlord.

Whenever the above rules conflict with any of the rights or obligations of
Tenant pursuant to the provisions of the Articles of this Lease, the provisions
of the Articles shall govern.

EXHIBIT C
CLEANING SCHEDULE

GENERAL

All linoleum, rubber, asphalt tile and other similar types of hard-surfaced
flooring to be swept nightly, using approved dust-check type of mop.

All carpeting and rugs to be vacuum-cleaned nightly.

Hand dust and wipe clean all furniture, fixtures and window ▇▇▇▇▇ nightly;
wash ▇▇▇▇▇ when necessary.

Empty and clean nightly all waste receptacles of customary office size.

Empty and clean all ash trays and screen all sand urns nightly.

Dust interior of all waste disposal cans and baskets nightly; damp-dust as
necessary.

Wash clean all water fountains and coolers nightly.

Dust all telephones as necessary.

Sweep all private stairway structures nightly.

LAVATORIES IN THE CORE

Sweep and wash all lavatory floors nightly using proper disinfectants. Wash
and polish all mirrors, powder shelves, bright work and enameled surfaces
in all lavatories nightly.

Wash and disinfect all basins, bowls and urinals throughout all lavatories,
nightly.

Wash all toilet seats, nightly.

Empty paper towel receptacles and transport waste paper to designated area
in basement, nightly.

Fill toilet tissue holders, towel receptacles and soap dispensers, nightly.

Empty sanitary disposal receptacles, nightly

Thoroughly wash and polish all wall tile and stall surface as often as
necessary.

HIGH DUSTING

Do all high dusting quarterly which includes the following: Dust all
pictures, frames, charts, graphs and similar wall hangings not reached in
nightly cleaning.

Cleaning of light fixtures shall be for account of Tenant. Hand dust all
door and other ventilating louvres within reach, as necessary.

GLASS

Exterior windows to be cleaned inside and outside as necessary, but at
least two times a year, weather permitting.

Interior glass doors and glass partitions to be cleaned when necessary.

RIDER ATTACHED TO AND FORMING
A PART OF LEASE BETWEEN
MID-CITY ASSOCIATES, LANDLORD
AND TRANS WORLD GAMING CORPORATION, TENANT

ARTICLE 45
TAX AND OPERATING EXPENSE ESCALATION

Tenant shall pay to Landlord, as additional rent, tax escalation and
operating expense escalation in accordance with this Article:

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

(i) The term "base year" as hereinafter set forth for the
determination of expense escalation, shall mean the calendar year 1996.

(ii) The term "base tax year" as hereinafter set forth for the
determination of real estate tax escalation shall mean the New York City
real estate tax year commencing July 1, 1996 and ending June 30, 1997.

(iii) The term "The Percentage" shall mean .0479 percent (.0479%) for
real estate tax escalation and shall mean .0514 percent (.0514%) for
expense escalation. The Percentage has been computed on the basis of a
fraction, the numerator of which is the rentable square foot area of the
presently demised premises and the denominator of which is the total
rentable square foot area of the office and commercial space in the
building project (excluding garage space), for tax escalation and the
denominator of which is the total rentable square foot area of the office
space in the building project, for expense escalation. The parties
acknowledge and agree that the total rentable square foot area of the
presently demised premises shall be deemed to be 992 sq. ft. and that the
rentable square foot area of the office and commercial space in the
building project shall be deemed to be 2,072,136 sq. ft. and that of its
office space shall be deemed to be 1,928,539 sq. ft.

(iv) The term "the building project" shall mean all of the land
together with the improvements in which Landlord has an interest below 33rd
Street, in Pennsylvania Station and below, on and above ground level in the
block bounded by 34th Street, 8th Avenue, 33rd Street, and 7th Avenue,
exclusive of the frontage 100 feet deep west of ▇▇▇ ▇▇▇▇▇▇ and the frontage
52 feet 51/2 inches deep east of 8th Avenue.

(v) The term "comparative year" shall mean the respective twelve
months following each of the base year and the base tax year,* or such
other period of twelve (12) months occurring during the term of this Lease
as hereafter may be duly adopted as the fiscal year for real estate tax
purposes by the City of New York.

(vi) The term "real estate taxes" shall mean the total of all taxes
and special or other assessments levied, assessed or imposed at any time by
any governmental

_________________
* or such other period of twelve (12) months occurring during the term of this
Lease as hereafter may be duly adopted as the fiscal year for real estate tax
purposes by the City of New York.

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

(vii) Where a "transition assessment" is imposed by the City of New
York for any tax (fiscal) year, then the phrases "assessed value" and
"assessments" shall mean the transition assessment for that tax (fiscal)
year.*

(viii) The phrase "real estate taxes payable during the base tax year"
shall mean that amount obtained by multiplying the assessed value of the
land and buildings of the building project for the base tax year by the tax
rate for the base tax year for each $l00 of such assessed value.

(ix) The term "Expenses" shall mean the total of all the costs and
expenses incurred or borne by Landlord with respect to the operation and
maintenance of the building project and the services provided tenants
therein, including, but not limited to, the costs and expenses incurred for
and with respect to: steam and any other fuel; water rates and sewer rents;
air-conditioning; ventilation and heating; cleaning, by contract or
otherwise, window washing (interior and exterior); elevators; escalators;
▇▇▇▇▇▇ and matron service; Building electric current;* protection and
security; lobby decoration,

_____________________________
* Where more than one assessment is imposed by the City of New York for any tax
year, whether denominated an "actual assessment" or a "transitional assessment"
or otherwise, then the phrases herein "assessed value" and "assessments" shall
mean whichever of the actual, transitional or other assessment is designated by
the City of New York as the taxable assessment for that tax year.

* i.e. Building electric current shall be deemed to mean all electricity
purchased for the Building except that which is redistributed to tenants in the
Building; the parties acknowledge and agree that Forty percent (40%) of the
Building's payment to the public utility for the purchase of electricity shall
be deemed to be payment for Building electric current.

repairs; association fees or dues; maintenance; painting of non-tenant
areas; replacements and improvements which are appropriate for the
continued operation of the building project; fire, extended coverage,
boiler and machinery, sprinkler, apparatus, public liability and property
damage, rental and plate glass insurance and any insurance required by a
mortgagee; management fees; supplies; wages, salaries, disability benefits,
pensions, hospitalization, retirement plans and group insurance respecting
employees of the Landlord up to and including the building manager;
uniforms and working clothes for such employees and the cleaning thereof;
expenses imposed on the Landlord pursuant to any law or to any collective
bargaining agreement with respect to such employees; workmen's compensation
insurance, payroll, social security, unemployment and other similar taxes
with respect to such employees.

Provided, however, that the foregoing costs and expenses shall exclude
or have deducted from them, as the case may be and as shall be appropriate:

(a) leasing commissions

(b) Managing agents' fees or commissions in excess of the rates then
customarily charged for building management for buildings of like class and
character;

(d) expenditures for capital improvements except those which under
generally applied real estate practice are expensed or regarded as deferred
expenses and except for capital expenditures required by law, in either of
which cases the cost thereof shall be included in Expenses for the
comparative year in which the costs are incurred and subsequent comparative
years, on a straight line basis, to the extent that such items are
amortized over an appropriate period, but not more than ten years, with an
interest factor equal to the prime rate of the Chemical Bank of New York at
the time of Landlord's having incurred said expenditure.

(e) amounts received by Landlord through proceeds of insurance to the
extent the proceeds are compensation for expenses which were previously
included in Expenses hereunder;

(f) cost of repairs or replacements incurred by reason of fire or
other casualty, but only to the extent to which Landlord is compensated
therefor through proceeds of insurance, or caused by the exercise of the
right of eminent domain;

(g) advertising and promotional expenditures;

(h) legal fees for disputes with tenants and legal and auditing fees,
other than legal and auditing fees reasonably incurred in connection with
the maintenance and operation of the Building or in connection with the
preparation of statements required pursuant to additional rent or lease
escalation provisions;

(i) costs incurred in performing work or furnishing services for
individual tenants (including this Tenant) at such tenant's expense to the
extent that such work or service is in excess of any work or service
Landlord at its expense is obligated to furnish to this Tenant; costs of
performing work or furnishing services for tenants other than this Tenant
at Landlord's expense to the extent that such work or service is in excess
of any work or service Landlord is obligated to furnish to this Tenant at
Landlord's expense; if any work or service is performed or furnished by
Landlord to or for any tenant other than this Tenant at such tenant's
expense then, but only to the extent that Landlord is obligated to perform
such work or furnish such service to or for this Tenant at Landlord's
expense, such work or service shall be deemed to have been performed or
furnished to such other tenant at Landlord's expense and shall therefore be
included in Expenses.

If Landlord shall purchase any item of capital equipment or make any
capital expenditure designed to result in savings or reductions in Expenses
then the costs for same shall be included in Expenses. The costs of capital
equipment or capital expenditures are so to be included in Expenses for the
comparative year in which the costs are incurred and subsequent comparative
years, on a straight line basis, to the extent that such items are
amortized over such period of time as reasonably can be estimated as the
time in which such savings or reductions in Expenses are expected to equal
Landlord's costs for such capital equipment or capital expenditure, with an
interest factor equal to the prime rate of the Chemical Bank of New York at
the time of Landlord's having incurred said costs. If Landlord shall lease
any such item of capital equipment designed to result in savings or
reductions in Expenses, then the rentals and other costs paid pursuant to
such leasing shall be included in Expenses for the comparative year in
which they were incurred.

If during all or part of any comparative year, Landlord shall not
furnish any particular items(s) of work or service (which would constitute
an Expense hereunder) to portions of the building project, due to the fact
that such portions are not occupied or leased, or because such item of work
or service is not required or desired by the tenant of such portion, or
such tenant is itself obtaining and providing such item of work or service,
or for other reasons, then, for the purposes of computing the additional
rent payable hereunder, the amount of the expenses for such item for such
period shall be increased by an amount equal to the additional operating
and maintenance expenses which would reasonably have been incurred during
such period by Landlord if it had at its own expense furnished such item of
work or services to such portion of the building project.

(b) REAL ESTATE TAXES:

1. In the event that the real estate taxes payable for any comparative
year shall exceed the amount of such real estate taxes payable during the base
tax year, Tenant shall pay to Landlord, as additional rent for such comparative
year, an amount equal to The Percentage of the excess. By or after the start of
the comparative year following the base tax year, and by or after the start of
each comparative year thereafter,

Landlord shall furnish to Tenant a statement of the real estate taxes payable
for such comparative year, and a statement of the real estate taxes payable
during the base tax year. If the real estate taxes payable for such comparative
year exceed the real estate taxes payable during the base tax year, additional
rent for such comparative year, in an amount equal to The Percentage of the
excess, shall be due from Tenant to Landlord, and such additional rent shall be
payable by Tenant to Landlord within ten (10) days after receipt of the
aforesaid statement.

Additionally, Tenant shall pay to Landlord, on demand, a sum equal to The
Percentage of any business improvement district assessment payable by the
building project.

2. Should the real estate taxes payable during the base tax year be
reduced by final determination of legal proceedings, settlement or otherwise,
then, the real estate taxes payable during the base tax year shall be
correspondingly revised, the additional rent theretofore paid or payable
hereunder for all comparative years shall be recomputed on the basis of such
reduction, and Tenant shall pay to Landlord as additional rent, within ten (10)
days after being billed therefor, any deficiency between the amount of such
additional rent as theretofore computed and the amount thereof due as the result
of such recomputations. Should the real estate taxes payable during the base tax
year be increased by such final determination of legal proceedings, settlement
or otherwise, then appropriate recomputation and adjustment also shall be made.

3. If, after Tenant shall have made a payment of additional rent under
this subdivision (b) Landlord shall receive a refund of any portion of the real
estate taxes payable for any comparative year after the base tax year on which
such payment of additional rent shall have been based, as a result of a
reduction of such real estate taxes by final determination of legal proceedings,
settlement or otherwise, Landlord shall within ten (10) days after receiving the
refund pay to Tenant The Percentage of the refund less The Percentage of
expenses (including attorneys' and appraisers' fees) incurred by Landlord in
connection with any such application or proceeding. If, prior to the payment of
taxes for any comparative year, Landlord shall have obtained a reduction of that
comparative year's assessed valuation of the building,, project, and therefore
of said taxes, then the term "real estate taxes for that comparative year shall
be deemed to include the amount of Landlord's expenses in obtaining such
reduction in assessed valuation, including attorneys fees and appraisers' fees.

1. If the Expenses for any comparative year shall be greater than the
Expenses for the base year, Tenant shall pay to Landlord, as additional rent for
such comparative year, in the manner hereinafter provided, an amount equal to
The Percentage of the excess of the Expenses for such comparative year over the
Expenses for the base year (such amount being hereinafter called the "Expense
Payment").

Following the expiration of each comparative year and after receipt
thereof from Landlord's certified public accountant, Landlord shall submit to
Tenant a statement, certified by Landlord, setting forth the Expenses for the
preceding comparative year, the

Expenses for the base year, and the Expense Payment, if any, due to
Landlord from Tenant for such comparative year. The rendition of such
statement to Tenant shall constitute prima facie proof of the accuracy
thereof and, if such statement shows an Expense Payment due from Tenant to
Landlord with respect to the preceding comparative year then (i) Tenant
shall make payment of any unpaid portion thereof within ten (10) days after
receipt of such statement; and (ii) Tenant shall also pay to Landlord, as
additional rent, within ten (10) days after receipt of such statement, an
amount equal to the product obtained by multiplying the total Expense
Payment for the preceding comparative year by a fraction, the denominator
of which shall be twelve (12) and the numerator of which shall be the
number of months of the current comparative year which shall have elapsed
prior to the first day of the month immediately following the rendition of
such statement; and (iii) Tenant shall also pay to Landlord, as additional
rent, commencing as of the first day of the month following the rendition
of such statement and on the first day of each month thereafter until a new
statement is rendered, one-twelfth (1/12) of the total Expense Payment for
the preceding comparative year. The aforesaid monthly payments based on the
total Expense Payment for the preceding comparative year shall be adjusted
to reflect, if Landlord can reasonably so estimate, known increases in
rates, for the current comparative year, applicable to the categories
involved in computing Expenses, whenever such increases become known prior
to or during such current comparative year. The payments required to be
made under (ii) and (iii) above shall be credited toward the Expense
Payment due from Tenant for the then current comparative year, subject to
adjustment as and when the statement for such current comparative year is
rendered by Landlord.

(d) The statements of the real estate taxes and of the Expenses to be
furnished by Landlord as provided in subdivisions (b) and (c) above shall be
certified by Landlord, and shall be prepared in reasonable detail for the
Landlord by a certified public accountant (who may be the CPA now or then
currently employed by Landlord for the audit of its accounts); said certified
public accountant may rely on Landlord's allocations and estimates wherever
operating cost allocations or estimates are needed for this Article. The
statements thus furnished to Tenant shall constitute a final determination as
between Landlord and Tenant of the real estate taxes and Expenses for the
periods represented thereby, unless Tenant within thirty (30) days after they
are furnished shall give a written notice to Landlord that it disputes their
accuracy or their appropriateness, which notice shall specify the particular
respects in which the statement is inaccurate or inappropriate.

If Tenant shall so dispute said statements then, pending the resolutions of
such dispute, Tenant shall pay the additional rent to Landlord in accordance
with the statements furnished by Landlord.

(e) In no event shall the fixed annual rent under this Lease be reduced by
virtue of this Article.

(f) If the term of this Lease commences on a day which is not the first
day of a comparative year, then the additional rent due hereunder for such
comparative year shall be a proportionate share of said additional rent for the
entire comparative year, said proportionate share to be based upon the length of
time that the term of this Lease will be in existence during such comparative
year. Upon the date of any expiration or termination of this Lease (except

termination because of Tenant's default), whether the same be the date
hereinabove set forth for the expiration of the term or any prior or subsequent
date, a proportionate share of said additional rent for the comparative year
during which such expiration or termination occurs shall immediately become due
and payable by Tenant to Landlord, if not theretofore already billed and paid.
The said proportionate share shall be based upon the length of time that this
Lease shall have been in existence during such comparative year. Landlord shall,
as soon as reasonably practicable, compute the additional rent due from Tenant,
as aforesaid, which computations shall either be based on that comparative
year's actual figures or be an estimate based upon the most recent statements
theretofore prepared by Landlord and furnished to Tenant under subdivisions (b)
and (c) above. If an estimate is used, then Landlord shall cause statements to
be prepared on the basis of the comparative year's actual figures as soon as
they are available, and within ten (10) days after such statement or statements
are prepared by Landlord and furnished to Tenant, Landlord and Tenant shall make
appropriate adjustments of any estimated payments theretofore made.

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

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

RIDER ATTACHED TO AND FORMING A PART OF
LEASE BETWEEN MID-CITY ASSOCIATES, LANDLORD
AND TRANS WORLD GAMING CORPORATION, TENANT

ARTICLE 46
RENT CREDIT

If and so long as Tenant is not in default under the Lease beyond any grace
period, Tenant shall be entitled to a rent credit in the amount of $2,149.33 to
be applied to the first monthly installment of fixed annual rent (without
electricity) due under this Lease; except that Tenant shall nevertheless be
obligated, from and after the commencement date of the term, to pay any
additional rents hereunder and to pay the ERIF portion of the fixed annual rent
pursuant to Section 27.04 hereof.

Anything contained herein to the contrary notwithstanding, if Tenant, at
any time during the term of this Lease after Tenant has been granted all or a
portion of the rent credit described in this Article, breaches any covenant,
condition or provision of this Lease and fails to cure such breach within any
applicable grace period, and provided that this Lease is terminated by Landlord
because of such default, then, in addition to all other damages and remedies
herein provided and to which Landlord may otherwise be entitled, Landlord shall
also be entitled to the repayment of any rent credit theretofore enjoyed by
Tenant, which sum shall be deemed additional rent hereunder and shall be due
upon demand by Landlord. The obligation of Tenant to pay such additional rent
(or damages) to Landlord shall survive the expiration or sooner termination of
the term of this Lease.

ARTICLE 47
ALTERATIONS

Supplementing Article 3 hereof, Landlord will not unreasonably withhold or
delay approval of written requests of Tenant to make non-structural interior
alterations, decorations, additions and improvements (herein referred to as
"alterations") in and to the demised premises, provided that such alterations do
not adversely affect utility services or plumbing and electrical lines or other
systems of the Building. All alterations shall be per-formed in accordance with
the following terms and conditions:

(a) All such alterations costing more than $5,000 shall be performed in
accordance with plans and specifications first submitted to Landlord for its
prior written approval. Landlord shall be given, in writing, a good description
of all other alterations.

(b) All alterations shall be done in a good and workmanlike manner.
Tenant shall, prior to the commencement of any such alterations, at its sole
cost and expense, obtain and exhibit to Landlord any governmental permit
required in connection with such alterations.

(c) All alterations shall be done in compliance with all other applicable
provisions of this Lease and with all applicable laws, ordinances, directions,
rules and regulations of governmental authorities having jurisdiction,
including, without limitation, The Americans with Disabilities Act of 1990 and
New York City Local Law No. 58/87 and similar present or future laws, and rules
and regulations issued pursuant thereto, and also No. 76 and similar present or
future laws, and rules and regulations is-sued pursuant thereto, on abatement,
storage, transportation and disposal of asbestos, which work, if required, shall
be effected at Tenant's sole cost and expense, by contractors and consultants
approved by Landlord and in strict compliance with the aforesaid laws and
regulations and with Landlord's rules and regulations thereon.

(d) All work shall be performed with union labor having the proper
jurisdictional qualifications.

(e) Tenant shall keep the Building and the demised premises fee and clear
of all liens for any work or material claimed to have been furnished to Tenant
or to the demised premises.

(f) Prior to the commencement of any work by or for Tenant, Tenant shall
furnish to Landlord certificates evidencing the existence of the following
insurance:

(i) Worker's compensation insurance covering all persons employed for
such work and with respect to whom death or bodily injury claims could be
asserted against Landlord, Tenant or the demised premises.

(ii) Broad form general liability insurance written on an occurrence
basis naming Tenant as an insured and naming Landlord and its designees as
additional insureds, with limits of not less than $3,000,000 combined
single limit for personal injury in any one occurrence, and with limits of
not less than $500,000 for property damage. (The foregoing limits may be
revised from time to time by Landlord to such higher limits as Landlord
from time to time reasonably requires.) Tenant, at its sole cost and
expense, shall cause all such insurance to be maintained at all times when
the work to be

performed for or by Tenant is in progress. All such insurance shall be in a
company authorized to do business in New York and all policies, or
certificates therefor, is-sued by the insurer and bearing notation
evidencing the payment of premiums, shall be delivered to Landlord.
Blanket coverage shall be acceptable, provided that coverage meeting the
requirements of this paragraph is assigned to Tenant's location at the
demised premises.

(g) All work to be performed by Tenant shall be done in manner which will
not unreasonably interfere with or disturb other tenants and occupants of the
Building.

(h) Any alterations or other work and installations in and for the demised
premises, which shall be consented to by Landlord as provided herein, shall be
effected on Tenant's behalf by Landlord, its agents or contractors, and shall be
paid for by Tenant promptly when billed, at cost plus ten (10%) percent thereof
for supervision and overhead, plus ten (10%) percent for general conditions, as
additional rent hereunder.

Agreement of Lease BETWEEN

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