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Sample Business Contracts

New York-New York-31 West 21st Street Lease - Fifth Avenue West Associates LP and WebGenesis Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
  • Sublease Agreement. Tenants of residential property should prepare a sublease agreement if they are seeking to sublease a room or the entire apartment or house to a third party. All parties should review the original lease agreement to see if there are any restrictions on subletting or assigning the premises.
  • Triple Net Lease. Triple net leases are a type of commercial leases where the tenant has to pay for property taxes, insurance, utilities, and maintenance, in addition to the monthly rent.
  • Office Space Lease. When renting an office space, tenants should understand the amount of the rent and duration of the lease. Other important terms include whether the space can be subleased, which parties are responsible for maintenance, and whether any furniture and furnishings will be provided.

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          AGREEMENT OF LEASE,  made this 14th day of January 1997,  between
FIFTH AVENUE WEST  ASSOCIATES,  L.P., 13 East 16 Street #400,  New York, NY
10003  party of the first  part,  hereinafter  referred  to as  OWNER,  and
WEBGENESIS,  INC., 609 College Ave.,  Ithaca,  NY 14850 party of the second
part, hereinafter referred to as Tenant.

                            W I T N E S S E T H:

          Owner hereby  leases to Tenant and Tenant hereby hires from Owner
entire 4th floor, as per the attached  "Exhibit A" in the building known as
31 West 21 Street in the Borough of Manhattan,  City of New York ("Building
or  "building"),  for the term of Five (5) Years (or until  such term shall
sooner cease and expire as hereinafter provided) to commence on the 1st day
of  February,  nineteen  hundred  and  97,  and to end on the  31st  day of
January, 2002 ("Expiration Date") both dates inclusive, at an annual rental
rate set forth in Article 41 ("rent"  or "Fixed  Rent")  together  with all
other sums of money as shall  become due and  payable by Tenant  under this
lease  (collectively,  "additional rent" or "Additional Rent") which Tenant
agrees to pay in lawful  money of the United  States  which  shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment, in equal monthly  installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner
may  designate,  without any set off or deduction  whatsoever,  except that
Tenant shall pay the first       monthly  installment(s)  on the  execution
hereof (unless this lease be a renewal).

          In the event that, at the commencement of the term of this lease,
or  thereafter,  Tenant shall be in default in the payment of rent to Owner
pursuant  to the  terms  of  another  lease  with  Owner  or  with  Owner's
predecessor in interest,  Owner may at Owner's option and without notice to
Tenant add the amount of such  arrears to any monthly  installment  of rent
payable  hereunder  and the same shall be  payable  to Owner as  additional
rent.

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

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

Use:                     2. Tenant  shall use and occupy  demised  premises
                         for  offices  provided  such use is in  accordance
                         with  the   Certificate   of  Occupancy   for  the
                         building, if any, and for no other purpose.

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

Repairs:                 4. Owner shall maintain and repair the exterior of
                         and the public  portions of the  building.  Tenant
                         shall,  throughout  the term of this  lease,  take
                         good care of the demised  premises  including  the
                         bathrooms and lavatory  facilities (if the demised
                         premises   encompass   the  entire  floor  of  the
                         building)  and the windows and window  frames and,
                         the  fixtures  and  appurtenances  therein  and at
                         Tenant's  sole cost and expense  promptly make all
                         repairs  thereto  and  to  the  building,  whether
                         structural or non-structural in nature,  caused by
                         or  resulting  from  the  carelessness,  omission,
                         neglect or  improper  conduct of Tenant,  Tenant's
                         servants,  employees,  invitees, or licensees, and
                         whether or not arising from such Tenant conduct or
                         omission,  when  required by other  provisions  of
                         this lease, including Article 6. Tenant shall also
                         repair all damage to the  building and the demised
                         premises   caused  by  the   moving  of   Tenant's
                         fixtures,   furniture   or   equipment.   All  the
                         aforesaid  repairs  shall be of  quality  or class
                         equal to the  original  work or  construction.  If
                         Tenant  fails,  after ten days notice,  to proceed
                         with due diligence to make repairs  required to be
                         made by Tenant,  the same may be made by the Owner
                         at the expense of Tenant, and the expenses thereof
                         incurred  by  owner  shall  be   collectible,   as
                         additional  rent,  after  rendition  of a bill  or
                         statement therefor.  If the demised premises be or
                         become infested with vermin,  Tenant shall, at its
                         expense, cause the same to be exterminated. Tenant
                         shall give Owner  prompt  notice of any  defective
                         condition  in  any  plumbing,  heating  system  or
                         electrical  lines located in the demised  premises
                         and following such notice,  Owner shall remedy the
                         condition with due  diligence,  but at the expense
                         of Tenant,  if repairs are  necessitated by damage
                         or  injury   attributable   to  Tenant,   Tenant's
                         servants, agents, employees, invitees or licensees
                         as aforesaid.  Except as specifically  provided in
                         Article 9 or elsewhere in this lease,  there shall
                         be no allowance to the Tenant for a diminution  of
                         rental value and no liability on the part of Owner
                         by reason of inconvenience, annoyance or injury to
                         business  arising  from  Owner,  Tenant  or others
                         making   or   failing   to   make   any   repairs,
                         alterations,  additions or  improvements  in or to
                         any  portion  of  the   building  or  the  demised
                         premises or in and to the fixtures,  appurtenances
                         or  equipment  thereof.  The  provisions  of  this
                         Article 4 with  respect  to the  making of repairs
                         shall  not  apply  in the  case of  fire or  other
                         casualty  with  regard to which  Article 9 thereof
                         shall apply.

Window Cleaning:         5.  Tenant  will not  clean nor  require,  permit,
                         suffer or allow any window in the demised premises
                         to be cleaned  from the  outside in  violation  of
                         Section 202 of the New York State Labor Law or any
                         other  applicable law or of the Rules of the Board
                         of Standards and Appeals, or of any other Board or
                         body having or asserting jurisdiction.

Requirements of Law,     6. Prior to the commencement of the lease term, if
Fire Insurance           Tenant  is then in  possession,  and at all  times
Floor Loads:             thereafter,  Tenant  shall,  at Tenant's sole cost
                         and expense,  promptly comply with all present and
                         future laws,  orders and regulations of all state,
                         federal,    municipal   and   local   governments,
                         departments,   commissions   and  boards  and  any
                         direction of any public  officer  pursuant to law,
                         and all orders,  rules and  regulations of the New
                         York Board of Fire Underwriters,  or the Insurance
                         services  Office,  or any similar body which shall
                         impose any violation,  order or duty upon Owner or
                         Tenant  with  respect  to  the  demised  premises,
                         whether  or not  arising  out of  Tenant's  use or
                         manner of use  thereof,  or,  with  respect to the
                         building, if arising out of Tenant's use or manner
                         of use of the  demised  premises  or the  building
                         (including  the use  permitted  under the  require
                         Tenant to make  structural  repairs or alterations
                         unless  Tenant  has,  by its  manner of use of the
                         demised  premises or method of operation  therein,
                         violated any such laws, ordinances, orders, rules,
                         regulations or requirements  with respect thereto.
                         Tenant  shall not do or permit any act or thing to
                         be done in or to the  demised  premises  which  is
                         contrary to law, or which will invalidate or be in
                         conflict  with  public  liability,  fire or  other
                         policies of  insurance  at any time  carried by or
                         for the  benefit of Owner.  Tenant  shall not keep
                         anything in the demised  premises except as now or
                         hereafter permitted by the Fire Department,  Board
                         of  Fire   Underwriters,   Fire  Insurance  Rating
                         Organization    and   other    authority    having
                         jurisdiction,  and then  only in such  manner  and
                         such  quantity so as not to increase  the rate for
                         fire insurance applicable to the building, nor use
                         the premises in a manner  which will  increase the
                         insurance  rate for the  building or any  property
                         located  therein  over that in effect prior to the
                         commencement  of the fire insurance rate shall, at
                         the  beginning  of  this  lease  or  at  any  time
                         thereafter,  be higher than it otherwise would be,
                         then Tenant shall  reimburse  Owner, as additional
                         rent  hereunder,  for  that  portion  of all  fire
                         insurance premiums  thereafter paid by Owner which
                         shall have been charged because of such failure by
                         Tenant. In any action or proceeding  wherein Owner
                         and Tenant are parties, a schedule or "make-up" or
                         rate for the building or demised  premises  issued
                         by a body making fire insurance  rates  applicable
                         to said premises  shall be conclusive  evidence of
                         the facts therein  stated and of the several items
                         and  charges  in the  fire  insurance  rates  then
                         applicable  to said  premises.  Tenant  shall  not
                         place  a  load  upon  any  floor  of  the  demised
                         premises  exceeding the floor load per square foot
                         area which it was  designed  to carry and which is
                         allowed  by  law.  Owner  reserves  the  right  to
                         prescribe  the weight and  position  of all safes,
                         business machines and mechanical  equipment.  Such
                         installations  shall be placed and  maintained  by
                         Tenant,   at   Tenant's   expense,   in   settings
                         sufficient,  in Owner's  judgement,  to absorb and
                         prevent vibration, noise and annoyance.

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

Property Loss,           8. Owner or its agents shall not be liable for any
Damage,                  damage  to   property   of  Tenant  or  of  others
Reimbursement,           entrusted to employees  of the  building,  nor for
Indemnity:               loss of or  damage  to any  property  of Tenant by
                         theft or  otherwise,  nor for  injury or damage to
                         persons or  property  resulting  from any cause of
                         whatsoever nature,  unless caused by or due to the
                         negligence  of  Owner,  its  agents,  servants  or
                         employees; Owner or its agents shall not be liable
                         for any damage  caused by other tenants or persons
                         in,  upon or about  said  building  or  caused  by
                         operations in connection of any private, public or
                         quasi-public  work.  If at any time any windows of
                         the  demised  premises  are  temporarily   closed,
                         darkened  or  bricked up (or  permanently  closed,
                         darkened  or bricked  up, if  required by law) for
                         any reason  whatsoever  including,  but limited to
                         Owner's  own acts,  Owner  shall not be liable for
                         any damage  Tenant may sustain  thereby and Tenant
                         shall not be entitled to any compensation therefor
                         nor abatement or diminution of rent shall the same
                         release Tenant from its obligations  hereunder nor
                         constitute an eviction. Tenant shall indemnify and
                         save   harmless   Owner   against   and  from  all
                         liabilities,   obligations,   damages,  penalties,
                         claims,  costs and  expenses for which Owner shall
                         not  be   reimbursed   by   insurance,   including
                         reasonable  attorney's  fees,  paid,  suffered  or
                         incurred  as a result  of any  breach  by  Tenant,
                         Tenant's agents, contractors, employees, invitees,
                         or  licensees,  of any covenant or  conditions  of
                         this lease,  or the  carelessness,  negligence  or
                         improper  conduct of the Tenant,  Tenant's agents,
                         contractors,  employees,  invitees  or  licensees.
                         Tenant's liability under this lease extends to the
                         acts  and  omissions  of any  sub-tenant,  and any
                         agent, contractor,  employee,  invitee or licensee
                         of  any   sub-tenant.   In  case  any   action  or
                         proceeding  is brought  against Owner by reason of
                         any such claim,  Tenant,  upon written notice from
                         Owner, will, at Tenant's expense, resist or defend
                         such action or proceeding  by counsel  approved by
                         Owner  in  writing,   such   approval  not  to  be
                         unreasonably withheld.

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

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

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

Electric                 12. Rates and conditions in respect to submetering
Current:                 or rent  inclusion,  as the case may be, are to be
                         added in RIDER attached  hereto.  Tenant covenants
                         and agrees  that at all times its use of  electric
                         current  shall not exceed the capacity of existing
                         leeders  to the  building  or the risers or wiring
                         installation and Tenant may not use any electrical
                         equipment  which, in Owner's  opinion,  reasonably
                         exercised,  will  overload such  installations  or
                         interfere with the use thereof by other tenants of
                         the  building.  The  change  at  any  time  of the
                         character  of  electric  service  shall in no wise
                         make Owner liable or  responsible  to Tenant,  for
                         any loss,  damages or  expenses  which  Tenant may
                         sustain.

Access to                13.  Owner or Owner's  agents shall have the right
Premises:                (but shall not be  obligated) to enter the demised
                         premises  in any  emergency  at any time,  and, at
                         other reasonable times, to examine the same and to
                         make such repairs,  replacements  and improvements
                         as  Owner  may  deem   necessary  and   reasonably
                         desirable  to any portion of the building or which
                         Owner may elect to perform in the  premises  after
                         Tenant's  failure to make  repairs or perform  any
                         work which Tenant is  obligated  to perform  under
                         this lease,  or for the purpose of complying  with
                         laws,   regulations   and  other   directions   of
                         governmental  authorities.   Tenant  shall  permit
                         Owner to use and  maintain  and replace  pipes and
                         conduits in and through the demised  premises  and
                         to erect new pipes and conduits therein  provided,
                         wherever  possible,   they  are  within  walls  or
                         otherwise   concealed.   Owner  may,   during  the
                         progress of any work in the demised premises, take
                         all necessary  materials  and equipment  into said
                         premises without the same constituting an eviction
                         nor shall the Tenant be entitled to any  abatement
                         of rent while such work is in progress  nor to any
                         damages  by  reason  of  loss or  interruption  of
                         business or otherwise.  Throughout the term hereof
                         Owner  shall  have the right to enter the  demised
                         premises  at  reasonable  hours for the purpose of
                         showing  the  same to  prospective  purchasers  or
                         mortgagees  of the  building,  and during the last
                         six months of the term for the  purpose of showing
                         the same to  prospective  tenants and may,  during
                         said six months  period,  place upon the  premises
                         the usual  notices  "To Let" and "For Sale"  which
                         notices  Tenant  shall  permit to  remain  thereon
                         without  molestation.  If Tenant is not present to
                         open and permit an entry into the premises,  Owner
                         or Owner's agents may enter the same whenever such
                         entry may be  necessary or  permissible  by master
                         key or forcibly  and provided  reasonable  care is
                         exercised to  safeguard  Tenant's  property,  such
                         entry shall not render Owner or its agents  liable
                         therefor,  nor in any event shall the  obligations
                         of Tenant  hereunder  be  affected.  If during the
                         last month of the term Tenant  shall have  removed
                         all  or  substantially  all of  Tenant's  property
                         therefrom,  Owner may  immediately  enter,  alter,
                         renovate  or  redecorate   the  demised   premises
                         without   limitation  or  abatement  of  rent,  or
                         incurring liability to Tenant for any compensation
                         and such act shall have no effect on this lease or
                         Tenant's obligations hereunder.

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

Occupancy:               15.  Tenant will not at any time use or occupy the
                         demised  premises in violation of the  certificate
                         of occupancy  issued for the building of which the
                         demised premises are a part.  Tenant has inspected
                         the premises  and accepts  them as is,  subject to
                         the riders  annexed hereto with respect to Owner's
                         work,  if  any.  In  any  event,  Owner  makes  no
                         representation as to the condition of the premises
                         and Tenant  agrees to accept  the same  subject to
                         violations,  whether  or  not  of  record.  If any
                         governmental  license or permit  shall be required
                         for the  proper and  lawful  conduct  of  Tenant's
                         business,  Tenant  shall  be  responsible  for and
                         shall procure and maintain such license or permit.

Bankruptcy:              16. (a)  Anything  elsewhere  in this lease to the
                         contrary   notwithstanding,   this  lease  may  be
                         cancelled by Owner by sending of a written  notice
                         to  Tenant  within a  reasonable  time  after  the
                         happening  of any  one or  more  of the  following
                         events:   (1)  the   commencement  of  a  case  in
                         bankruptcy  or under the laws of any state  naming
                         Tenant as the debtor;  or (2) the making by Tenant
                         of an assignment or any other  arrangement for the
                         benefit  of  creditors  under any  state  statute.
                         Neither Tenant nor any person claiming  through or
                         under Tenant, or by reason of any statute or order
                         of court,  shall  thereafter  be  entitled  to the
                         premises.  If this  lease  shall  be  assigned  in
                         accordance with its terms,  the provisions of this
                         Article 16 shall be  applicable  only to the party
                         then owning Tenant's interest in this lease.

                             (b) It is stipulated  and  agreed  that in the
                         event of the termination of this lease pursuant to
                         (a) hereof, Owner shall forthwith, notwithstanding
                         any  other   provisions   of  this  lease  to  the
                         contrary,  be entitled  to recover  from Tenant as
                         and for liquidated  damages an amount equal to the
                         difference  between the rental reserved  hereunder
                         for the unexpired  portion of the term demised and
                         the  fair  and  reasonable  rental  value  of  the
                         demised  premises  for  the  same  period.  In the
                         computation of such damages the difference between
                         any  installment  of rent  becoming due  hereunder
                         after  the  date of  termination  and the fair and
                         reasonable  rental  value of the demised  premises
                         for the  period  for which  such  installment  was
                         payable   shall  be  discounted  to  the  date  of
                         termination  at the rate of four  percent (4%) per
                         annum.  If such  premises  or any part  thereof be
                         re-let by the Owner 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 reletting shall be deemed to be
                         the fair and reasonable  rental value for the part
                         or the whole of the premises so re-let  during the
                         term of re-letting. Nothing herein contained shall
                         limit or prejudice the right of the Owner to prove
                         for and obtain as liquidated  damages by reason of
                         such  termination,  an amount equal to the maximum
                         allowed by any statute or role of law in effect at
                         the time when,  and governing the  proceedings  in
                         which,  such damages are to be proved,  whether or
                         not such amount be greater, equal to, or less than
                         the amount of the difference referred to above.

Default:                 17. (1) If Tenant  defaults in  fulfilling  any of
                         the   covenants  of  this  lease  other  than  the
                         covenants  for the  payment of rent or  additional
                         rent; or if the demised premises becomes vacant or
                         deserted  "or if this lease be rejected  under ss.
                         235 of  Title  11 of  the  U.S.  Code  (bankruptcy
                         code);" or if any execution or attachment shall be
                         issued against Tenant or any of Tenant's  property
                         whereupon the demised  premises  shall be taken or
                         occupied  by  someone  other  than  Tenant;  or if
                         Tenant  shall  make  default  with  respect to any
                         other lease between Owner and Tenant; or if Tenant
                         shall have  failed,  after  five (5) days  written
                         notice, to redeposit with Owner any portion of the
                         security  deposited   hereunder  which  Owner  has
                         applied to the payment of any rent and  additional
                         rent due and payable  hereunder  or failed to move
                         into or take  possession  of the  premises  within
                         fifteen  (15) days after the  commencement  of the
                         terms of this lease,  of which fact owner shall be
                         the  sole  judge;  then in any one or more of such
                         events, upon Owner serving a written five (5) days
                         notice upon Tenant  specifying  the nature of said
                         default and upon the  expiration  of said five (5)
                         days,  if Tenant  shall have failed to comply with
                         or remedy such default,  or if the said default or
                         omission  complained  of shall be of a nature that
                         the same  cannot be  completely  cured or remedied
                         within  said  five (5) day  period,  and if Tenant
                         shall not have  diligently  commenced  during such
                         default within such five (5) day period, and shall
                         not thereafter  with  reasonable  diligence and in
                         good  faith,   proceed  to  remedy  or  cure  such
                         default,  then Owner may serve a written three (3)
                         days'  notice of  cancellation  of this lease upon
                         Tenant,  and upon the expiration of said three (3)
                         days this lease and the term thereunder  shall end
                         and  expire  as  fully  and  completely  as if the
                         expiration  of such three (3) day period  were the
                         day  herein  definitely  fixed  for  the  end  and
                         expiration  of this lease and the term thereof and
                         Tenant shall then quit and  surrender  the demised
                         premises to Owner but Tenant shall  remain  liable
                         as hereinafter provided.

                             (2) If the notice  provided  for in (1) hereof
                         shall have been given,  and the terms shall expire
                         as  aforesaid:  or if Tenant shall make default in
                         the  payment  of the rent  reserved  herein or any
                         item of  additional  rent herein  mentioned or any
                         part of  either or in  making  any  other  payment
                         herein  required;  then and in any of such  events
                         Owner may  without  notice,  re-enter  the demised
                         premises   either  by  force  or  otherwise,   and
                         dispossess   Tenant  by  summary   proceedings  or
                         otherwise,  and the legal representative of Tenant
                         or other occupant of demised premises  re-enter or
                         to  institute  legal  proceedings  to that end. If
                         Tenant shall make default  hereunder  prior to the
                         date fixed as the  commencement  of any renewal or
                         extension  of this  lease,  Owner may  cancel  and
                         terminate  such renewal or extension  agreement by
                         written notice.

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

Fees and                 19. If Tenant shall  default in the  observance or
Expenses:                 performance  of any term or  covenant  on Tenant's
                         part  to be  observed  or  performed  under  or by
                         virtue  of any of the terms or  provisions  in any
                         article  of this  lease,  then,  unless  otherwise
                         provided   elsewhere  in  this  lease,  Owner  may
                         immediately or at any time  thereafter and without
                         notice    perform   the   obligation   of   Tenant
                         thereunder.  If  Owner,  in  connection  with  the
                         foregoing  or in  connection  with any  default by
                         Tenant  in the  covenant  to pay  rent  hereunder,
                         makes any  expenditures  or incurs any obligations
                         for  the  payment  of  money,  including  but  not
                         limited  to  attorney's   fees,  in   instituting,
                         prosecuting    or   defending    any   action   or
                         proceedings,  then Tenant will reimburse Owner for
                         such  sums  so paid or  obligation  incurred  with
                         interest  and  costs.   The   foregoing   expenses
                         incurred  by reason of Tenant's  default  shall be
                         deemed to be additional  rent  hereunder and shall
                         be paid by Tenant to Owner within five (5) days of
                         rendition  of any  bill  or  statement  to  Tenant
                         therefor.   If  Tenant's  lease  term  shall  have
                         expired at the time of making of such expenditures
                         or incurring of such obligations,  such sums shall
                         be recoverable  by Owner as damages.

Building                 20. Owner shall have the right at any time without
Alterations              the same  constituting  an  eviction  and  without
and                      incurring  liability to Tenant  therefor to change
Management:              the   arrangement   and  or   location  of  public
                         entrances,     passageways,    doors,    doorways,
                         corridors,  elevators,  stairs,  toilets  or other
                         public  parts of the  building  and to change  the
                         name,  number or designation by which the building
                         may be  known.  There  shall  be no  allowance  to
                         Tenant  for  diminution  of  rental  value  and no
                         liability  on the  part  of  Owner  by  reason  of
                         inconvenience,  annoyance  or injury  to  business
                         arising  from  Owner or other  Tenant  making  any
                         repairs in the  building or any such  alterations,
                         additions and  improvements.  Furthermore,  Tenant
                         shall not have any claim  against  Owner by reason
                         of  Owner's  imposition  of  any  controls  of the
                         manner  of  access  to the  building  by  Tenant's
                         social or business  visitors as the Owner may deem
                         necessary for the security of the building and its
                         occupants.

No Representations       21. Neither Owner nor Owner's agents have made any
by Owner:                representations  or promises  with  respect to the
                         physical condition of the building,  the land upon
                         which it is erected or the demised  premises,  the
                         rents, leases,  expenses of operation or any other
                         matter  or  thing  affecting  or  related  to  the
                         demised  premises or the building except as herein
                         expressly  set forth and no rights,  easements  or
                         licenses are acquired by Tenant by  implication or
                         otherwise  except  as  expressly  set forth in the
                         provisions of this lease. Tenant has inspected the
                         building   and  the   demised   premises   and  is
                         thoroughly  acquainted  with their  condition  and
                         agrees  to  take  the  same  "as  is" on the  date
                         possession is tendered and  acknowledges  that the
                         taking of  possession  of the demised  premises by
                         Tenant shall be conclusive  evidence that the said
                         premises and the building of which the same form a
                         part were in good and  satisfactory  condition  at
                         the time such  possession was so taken,  except as
                         to  latent   defects.   All   understandings   and
                         agreements  heretofore  made  between  the parties
                         hereto are merged in this  contract,  which  alone
                         fully  and  completely   expresses  the  agreement
                         between   Owner  and  Tenant  and  any   executory
                         agreement  hereafter  made shall be ineffective to
                         part,  unless  such  executory   agreement  is  in
                         writing  and  signed  by the  party  against  whom
                         enforcement of the change, modification, discharge
                         or abandonment is sought.

End of Term:             22. Upon the  expiration or other  termination  of
                         the  term of this  lease,  Tenant  shall  quit and
                         surrender  to Owner the  demised  premises,  broom
                         clean, in good order and condition,  ordinary wear
                         and damages which Tenant is not required to repair
                         as provided elsewhere in this lease excepted,  and
                         Tenant  shall  remove  all its  property  from the
                         demised premises.  Tenant's obligations to observe
                         or  perform  this   covenant   shall  survive  the
                         expiration or other  termination of this lease. If
                         the  last  day of the  term of this  lease  or any
                         renewal thereof, falls on Sunday, this lease shall
                         expire at noon on the preceding Saturday unless it
                         be a legal  holiday in which case it shall  expire
                         at noon on the preceding business day.

Quiet                    23.  Owner  covenants  and agrees with Tenant that
Enjoyment:               upon Tenant  paying the rent and  additional  rent
                         and  observing  and   performing  all  the  terms,
                         covenants and  conditions,  on Tenant's part to be
                         observed and  performed,  Tenant may peaceably and
                         quietly   enjoy  the  premises   hereby   demised,
                         subject, nevertheless, to the terms and conditions
                         of  this  lease  including,  but not  limited  to,
                         Article  34  hereof  and  to  the  ground  leases,
                         underlying   leases  and  mortgages   hereinbefore
                         mentioned.

Failure                  24. If Owner is unable to give  possession  of the
to give                  demised  premises on the date of the  commencement
Possession:              of the term hereof, because of the holding-over or
                         retention of possession of any tenant, undertenant
                         or  occupants  or  if  the  demised  premises  are
                         located in a building being  constructed,  because
                         such building has not been sufficiently  completed
                         to  make  the  premises  ready  for  occupancy  or
                         because  of  the  fact  that  a   certificate   of
                         occupancy  has not be procured or if Owner has not
                         completed  any work  required to be  performed  by
                         Owner, or for any other reason, Owner shall not be
                         subject  to any  liability  for  failure  to  give
                         possession  on said date and the  validity  of the
                         lease   shall   not   be   impaired   under   such
                         circumstances,  nor shall the same be construed in
                         any way to extend the terms of this lease, but the
                         rent payable hereunder  shall be abated  (provided
                         Tenant is not responsible for Owner's inability to
                         obtain  possession or complete any work  required)
                         soon after  Owner shall have given  Tenant  notice
                         that the  premises  are  substantially  ready  for
                         Tenant's  occupancy.  If  permission  is  given to
                         Tenant to enter into the possession of the demised
                         premises  or to  occupy  premises  other  than the
                         demised  premises  prior to the date  specified as
                         the commencement of the term of this lease, Tenant
                         covenants and agrees that such occupancy  shall be
                         deemed  to be  under  all  the  terms,  covenants,
                         conditions and provisions of this lease, except as
                         to the  covenant to pay rent.  The  provisions  of
                         this  article  are  intended  to  constitute   "an
                         express  provision  to the  contrary"  within  the
                         meaning  of  Section  323-a of the New  York  Real
                         Property Law.

No Waiver:               25.  The  failure  of  Owner 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  or  Regulations,  set
                         forth or  hereafter  adopted  by Owner,  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 Owner of rent  with  knowledge  of the
                         breach of any  covenant of this lease shall not be
                         deemed a waiver of such breach and no provision of
                         this lease  shall be deemed to have been waived by
                         Owner  unless such waiver be in writing  signed by
                         Owner. No payment by Tenant or receipt by Owner of
                         a lesser  amount  than  the  monthly  rent  herein
                         stipulated  shall be  deemed  to be other  than on
                         account of the earliest stipulated rent, nor shall
                         any  endorsement  or statement of any check or any
                         letter  accompanying  any check or payment as rent
                         be deemed an accord  and  satisfaction,  and Owner
                         may accept such check or payment without prejudice
                         to Owner's  right to recover  the  balance of such
                         rent or  pursue  any other  remedy  in this  lease
                         provided.  All checks tendered to Owner as and for
                         the rent of the demised  premises  shall be deemed
                         payment for the account of Tenant.  Acceptance  by
                         Owner of rent from anyone  other than Tenant shall
                         not be  deemed  to  operate  as an to Owner by the
                         payor of such rent or as a consent  by Owner to an
                         assignment  or subletting by Tenant of the demised
                         premises to such payor,  or as a  modification  of
                         the provisions of this lease. No act or thing done
                         by Owner or Owner's  agent  during the term hereby
                         demised   shall  be  deemed  as  acceptance  of  a
                         surrender  of said  premises  and no  agreement to
                         accept  such  surrender  shall be valid  unless in
                         writing  signed by Owner.  No employee of Owner or
                         Owner's  agent  shall have any power to accept the
                         keys of said premises prior to the  termination of
                         the  lease  and the  delivery  of keys to any such
                         agent  or   employee   shall  not   operate  as  a
                         termination  of the  lease or a  surrender  of the
                         premises.

Waiver of                26. It is mutually agreed by and between Owner and
Trial by Jury:           Tenant that the  respective  parties  hereto shall
                         and  they  hereby  do  waive  trial by jury in any
                         action,  preceeding  or  counterclaim  brought  by
                         either of the  parties  hereto  against  the other
                         (except for  personal  injury or property  damage)
                         and any matters  wherever arising out of or in any
                         way connected with this lease, the relationship of
                         Owner and Tenant,  Tenant's use of or occupancy of
                         said premises,  and any emergency statutory or any
                         other  statutory  remedy.  It is further  mutually
                         agreed  that  in the  event  Owner  commences  any
                         summary proceeding for possession of the premises,
                         Tenant  will not  interpose  any  counterclaim  of
                         whatever   nature  or   description  in  any  such
                         preceeding.

Inability to             27. This lease and the obligation of Tenant to pay
Perform:                 rent  hereunder  and  perform  all  of  the  other
                         covenants  and  agreements  hereunder  on  part of
                         Tenant  to  be  performed  shall  in  no  wise  be
                         affected,  impaired  or excused  because  Owner is
                         unable to  fulfill  any of its  obligations  under
                         this lease or to or is delayed for  supplying  any
                         service  expressly or implicitly to be supplied or
                         is unable to make,  or is  delayed  in making  any
                         repair,  additions,  alterations or decorations or
                         is unable to supply or is delayed in supplying any
                         equipment  or  fixtures if Owner is  prevented  or
                         delayed   from  so  doing  by  reason  of or labor
                         troubles as any event  whatsoever  beyond  Owner's
                         sole  control  including,   but  not  limited  to,
                         government in connection with a National Emergency
                         or by  reason  of any  rule,  order or  regulation
                         government  agency or by reason of the  conditions
                         of  supply  and  demand  which  have  been  or are
                         affected by war or other emergency.

Title and                28. Except as otherwise in this lease provided,  a
Notices:                 bill,  statement,  notice or  communication  which
                         Owner may desire or be required to give to Tenant,
                         shall be deemed sufficiently given or rendered to,
                         in writing, delivered to Tenant personally or sent
                         by  registered  or  certified  mail  addressed  to
                         Tenant  at  the  building  of  which  the  demised
                         premises   form  a  part  or  at  the  last  known
                         residence address or business address of Tenant or
                         left at any of the aforesaid premises addressed to
                         Tenant,  at the time of the rendition of such bill
                         or  statement  and of the giving of such notice or
                         communication  shall be deemed to be the time when
                         the same is delivered to Tenant,  mailed,  or left
                         at the premises as herein provided.  Any notice by
                         Tenant to Owner  must be served by  registered  or
                         certified  mail  addressed to Owner at the address
                         first  hereinabove  given or at such other address
                         as owner shall designate by written notice.

Water                    29. If Tenant requires, uses or consumes water for
Charges:                 any  purpose  in  addition  to  ordinary  lavatory
                         purposes (of which fact Tenant  constitutes  Owner
                         to be the sole  judge)  Owner may  install a water
                         meter   and   thereby   measure   Tenant's   water
                         consumption  for all  purposes.  Tenant  shall pay
                         Owner  for the cost of the  meter  and the cost of
                         the  installation,   thereof  and  throughout  the
                         duration of Tenant's  occupancy  Tenant shall keep
                         said  meter  and  installation  equipment  in good
                         working  order and repair at Tenant's own cost and
                         expense in  default of which  Owner may cause such
                         meter and equipment to be replaced or repaired and
                         collect  the  cost   thereof   from   Tenant,   as
                         additional  rent.  Tenant  agrees to pay for water
                         consumed, as shown on said meter as and when bills
                         are rendered and on default in making such payment
                         Owner may pay such  charges  and  collect the same
                         from Tenant,  as additional rent. Tenant covenants
                         and agrees to pay, as additional  rent,  the sewer
                         rent,  charge  or any  other  tax,  rent,  levy or
                         charge which now or hereafter is assessed, imposed
                         or a lien upon the demised  premises or the realty
                         of which they are part  pursuant to law,  order or
                         regulation  made or issued in connection  with the
                         use, consumption,  maintenance or supply of water,
                         water  system or sewage  or sewage  connection  or
                         system. If the building or the demised premises or
                         any part thereof is supplied  with water through a
                         meter  through  which  water is also  supplied  to
                         other  premises  Tenant  shall  pay to  Owner,  as
                         additional  rent,  on the first day of each month,
                         $50.00  of the total  meter  charges  as  Tenant's
                         portion.  Independently  of and in addition to any
                         of the remedies  reserved to Owner  hereinabove or
                         elsewhere  in this  lease,  Owner  may sue for and
                         collect any monies to be paid by Tenant or paid by
                         Owner  for  any  of  the   reasons   or   purposes
                         hereinabove  set forth.

Sprinklers:              30.  Anything  elsewhere  in  this  lease  to  the
                         contrary notwithstanding, if the New York Board of
                         Fire  Underwriters  or the New York Fire Insurance
                         Exchange or any  business,  department or official
                         of the federal, state or city government recommend
                         or require the  installation of a sprinkler system
                         or that any changes, modifications, alterations or
                         additional  sprinkler  heads or other equipment be
                         made or supplied in an existing  sprinkler  system
                         by reason of Tenant's business, or the location of
                         partitions,  trade fixtures,  or other contents of
                         the demised premises,  or for any other reason, or
                         if  any  such  sprinkler   system   installations,
                         modifications,  alterations,  additional sprinkler
                         heads  or other  equipment,  become  necessary  to
                         prevent  the  imposition  of a  penalty  or charge
                         against the full allowance for a sprinkler  system
                         in the  first  insurance  date  set  by  any  said
                         Exchange or by any fire insurance company,  Tenant
                         shall,  at Tenant's  expense,  promptly  make such
                         sprinkler    system    installations,     changes,
                         modifications,  alterations, and supply additional
                         sprinkler  heads or other  equipment  as  required
                         whether the work  involved  shall be structural or
                         non-structural  in  nature.  Tenant  shall  pay to
                         Owner as additional rent the sum of $50.00, on the
                         first day of each  month  during  the term of this
                         lease,  as Tenant's  portion of the contract price
                         for sprinkler supervisory service.

Elevators,               31. As long as Tenant is not in default  under any
Heat,                    of the  covenants of this lease Owner  shall:  (a)
Cleaning:                provide necessary passenger elevator facilities on
                         business  days  from  8  a.m.  to 6  p.m.  and  on
                         Saturdays  from 8 a.m.  to 1 p.m.;  (b) if freight
                         elevator  service  is  provided,   same  shall  be
                         provided  only on  regular  business  days  Monday
                         through Friday  inclusive,  and on those days only
                         between  the  hours  of 9  a.m.  and 12  noon  and
                         between 1 p.m. and 9 p.m.; (c) furnish heat, water
                         and  other  services  supplied  by  Owner  to  the
                         demised premises,  when and as required by law, on
                         business  days  from  8  a.m.  to 6  p.m.  and  on
                         Saturdays  from 8 a.m.  to 1 p.m.;  (d)  clean the
                         marble halls and public partitions of the building
                         which are used in common  by all  tenants.  Tenant
                         shall,  at  Tenant's  expense,  keep  the  demised
                         premises,  including  the  windows,  clean  and in
                         order, to the  satisfaction of Owner, and for that
                         purpose  shall  employ  the  person or  persons or
                         corporation approved by Owner. Tenant shall pay to
                         Owner  the  cost  of  removal  of any of  Tenant's
                         refuse and rubbish from the building halls for the
                         same shall be  rendered by Owner to Tenant at such
                         time as  Owner  may  elect  and  shall  be due and
                         payable  hereunder,  and the  amount of such bills
                         shall be deemed to be, and be paid as,  additional
                         rent.  Tenant shall,  however,  have the option of
                         independently  contracting for the removal of such
                         rubbish  and refuse in the event that  Tenant does
                         not wish to have same done by  employees of Owner.
                         Under such circumstances,  however, the removal of
                         such refuse and rubbish by others shall be subject
                         to such rules and regulations as, in the judgement
                         of Owner,  are necessary for the proper  operation
                         of the building.  Owner reserves the right to stop
                         service of the  heating,  elevator,  plumbing  and
                         electric  systems,  when  necessary,  by reason of
                         accident,   or   emergency,    or   for   repairs,
                         alterations,  replacements or improvements, in the
                         judgement  of Owner  desirable  or necessary to be
                         made,    until    said    repairs,    alterations,
                         replacements  or  improvements   shall  have  been
                         completed.  If the  building  of which the demised
                         premises  are a part  supplies  manually  operated
                         elevator   service,   Owner   may   proceed   with
                         alterations   necessary  to  substitute  automatic
                         control elevator service upon ten (10) day written
                         notice to Tenant  without in any way affecting the
                         obligations of Tenant hereunder, provided that the
                         same  shall be done  with the  minimum  amount  of
                         inconvenience  to Tenant,  and Owner  pursues with
                         due diligence the  completion of the  alterations.

                         32.   $12,696.66  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  of rent and  additional
                         rent,  Owner may use, apply or retain the whole or
                         any  part  of the  security  so  deposited  to the
                         extent  required  for the  payment of any rent and
                         additional  rent  or any  other  sum  as to  which
                         tenant is in  default  or for any sum which  Owner
                         may expend or may be  required to expend by reason
                         of  Tenant's  default  in  respect  of  any of the
                         terms,  covenants  and  conditions  of this lease,
                         including  but not  limited  to,  any  damages  or
                         deficiency  in the  re-letting  of  the  premises,
                         whether such damages or deficiency  accrued before
                         or after summary  proceedings or other re-entry by
                         Owner.  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 Owner.  In the event of a sale of the
                         land and building or leasing of the  building,  of
                         which  the  demised  premises  form a part,  Owner
                         shall have the right to transfer  the  security to
                         the vendee or lessee and Owner shall  thereupon be
                         released  by  Tenant  from all  liability  for the
                         return of such security; and Tenant agrees to look
                         to the new  Owner  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  Owner.  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 Owner nor its  successors or assigns shall
                         be  bound  by any  such  assignment,  encumbrance,
                         attempted assignment or attempted encumbrance.

Captions:                33. The Captions are inserted  only as a matter of
                         convenience  and  for  reference  and  in  no  way
                         define,  limit or describe the scope of this lease
                         nor the intent of any provision thereof.

Definitions:             34. The term  "Owner" as used in this lease  means
                         only the owner of the fee or of the  leasehold  of
                         the building, or the mortgagee in possession,  for
                         the time  being of the land and  building  (or the
                         owner  of a lease of the  building  or of the land
                         and building) of which the demised premises form a
                         part, so that in the event of any sale or sales of
                         said land and building or of said lease, or in the
                         event of a lease of said building,  or of the land
                         and  building,  the said Owner shall be and hereby
                         is entirely  freed and  relieved of all  covenants
                         and obligations of Owner  hereunder,  and it shall
                         be deemed and construed  without further agreement
                         between  the  parties  or  their   successors   in
                         interest,   or  between   the   parties   and  the
                         purchaser, at any such sale, or the said lessee of
                         the building,  or of the land and  building,  that
                         the  purchaser  or the lessee of the  building has
                         assumed  and  agreed  to  carry  out  any  and all
                         covenants and obligations of Owner hereunder.  The
                         words  "re-enter"  and  "re-entry" as used in this
                         lease are not restricted to their  technical legal
                         meaning.  The  term  "rent"  includes  the  annual
                         rental rate whether  so-expressed  or expressed in
                         monthly   installments,   and  "additional  rent."
                         "Additional  rent"  means all sums which  shall be
                         due to new Owner from Tenant under this lease,  in
                         addition  to the  annual  rental  rate.  The  term
                         "business  days"  as  used in  this  lease,  shall
                         exclude  Saturdays (except such portion thereof as
                         is  covered  by  specific   hours  in  Article  31
                         hereof),  Sundays  and all  days  observed  by the
                         State or Federal  Government as legal holidays and
                         those  designated  as holidays  by the  applicable
                         building service union employees  service contract
                         or by the applicable  Operating Engineers contract
                         with respect to HVAC service.

Adjacent Excavation:     35.  If an  excavation  shall  be made  upon  land
                         adjacent  to the  demised  premises,  or  shall be
                         authorized   to  be   authorized   to  cause  such
                         excavation,  license  to enter  upon  the  demised
                         premises  for the  purpose  of doing  such work as
                         said person  shall deem  necessary to preserve the
                         wall or the  building  of which  demised  premises
                         form a part from  injury or damage  and to support
                         the same by proper  foundations  without any claim
                         for  damages  or  indemnity   against  Owner,   or
                         diminution or abatement of rent.

Rules and                36.  Tenant  and  Tenant's  servants,   employees,
Regulations:             agents,  visitors,  and  licensees  shall  observe
                         faithfully,  and comply  strictly  with, the Rules
                         and Regulations  annexed hereto and such other and
                         further  reasonable Rules and Regulations as Owner
                         or  Owner's  agents  may from time to time  adopt.
                         Notice  of any  additional  rules  or  regulations
                         shall be given in such  manner as Owner may elect.
                         In case Tenant disputes the  reasonableness of any
                         additional  Rule or Regulation  hereafter  made or
                         adopted by Owner or Owner's  agents,  the  parties
                         hereto   agree  to  submit  the  question  of  the
                         reasonableness  of  such  Rule or  Regulation  for
                         decision  in the New York  office of the  American
                         Arbitration Association, whose determination shall
                         be final and conclusive  upon the parties  hereto.
                         The right to  dispute  the  reasonableness  of any
                         additional  Rule or Regulation  upon Tenant's part
                         shall be deemed  waived  unless  the same shall be
                         asserted by service of a notice,  in writing  upon
                         Owner  within  ten (10) days  after the  giving of
                         notice  thereof.  Nothing in this lease  contained
                         shall be  construed  to impose upon Owner any duty
                         or obligation to enforce the Rules and Regulations
                         or terms,  covenants  or  conditions  in any other
                         lease, as against any other tenant and Owner shall
                         not be liable to Tenant for  violation of the same
                         by any  other  tenant,  its  servants,  employees,
                         agents,  visitors or licensees.

Glass:                   37.  Owner  shall  replace,  at the expense of the
                         Tenant,  any and all plate and other glass damaged
                         or broken from any cause  whatsoever  in and about
                         the demised premises.  Owner may insure,  and keep
                         insured, at Tenant's expense,  all plate and other
                         glass in the demised  premises for and in the name
                         of Owner. Bills for the premiums therefor shall be
                         rendered by Owner to Tenant at such times as Owner
                         may elect,  and shall be due from, and payable by,
                         Tenant when rendered, and the amount thereof shall
                         be deemed to be, and be paid, as additional rent.

Estoppel                 38.  Tenant,  at any time,  and from time to time,
Certificate:             upon at least  10 days'  prior  notice  by  Owner,
                         shall execute,  acknowledge  and deliver to Owner,
                         and/or to any other  person,  firm or  corporation
                         specified by Owner,  a statement  certifying  that
                         this Lease is  unmodified in full force and effect
                         (or,  if there have been  modifications,  that the
                         same is in full force and effect as  modified  and
                         stating the  modifications),  stating the dates to
                         which the rent and additional rent have been paid,
                         and  stating  whether  or  not  there  exists  any
                         default by Owner  under this  Lease,  and,  if so,
                         specifying each such default.

Directory                39. If, at the request of and as  accommodation to
Board                    Tenant, Owner shall place upon the directory board
Listing:                 in the lobby of the building, one or more names of
                         persons other than Tenant,  such  directory  board
                         listing  shall not be  construed as the consent by
                         Owner to an  assignment or subletting by Tenant to
                         such person or persons.

Successors and           40.  The  covenants,   conditions  and  agreements
Assigns:                 contained  in this  lease  shall bind and inure to
                         the   benefit   of  Owner  and  Tenant  and  their
                         respective   heirs,    distributees,    executors,
                         administrators,    successors,   and   except   as
                         otherwise provided in this lease, their assigns.

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

Security   shall  at
all times be no less
than   two    months
fixed and Additional
Rent.



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


                                                                          Corp.
                                                                           Seal
                                      -----------------------------------
Witness for Owner:                    FIFTH AVENUE WEST ASSOCIATES, L.P.
                                      BY STEVEN ALBERT, GENERAL PARTNER

                                      /s/ Steve Albert   
---------------------------   -------------------------------------------[L.S.)


                                                                          Corp.
                                      /s/ Todd Krizelman                   Seal
                                      -----------------------------------
Witness for Tenant                    WEBGENESIS, INC.
                                      BY (PLEASE PRINT): TODD KRIZELMAN


 /s/ Stephan Paternot                                   CEO
---------------------------   TITLE:-------------------------------------[L.S.)
                              DATE:                   11/17/97




                              ACKNOWLEDGMENTS


CORPORATE TENANT                        INDIVIDUAL TENANT
STATE OF NEW YORK,    ss:               STATE OF NEW YORK,    ss:
County of                               County of


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

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




                          IMPORTANT - PLEASE READ

                           RULES AND REGULATIONS
                              ATTACHED TO AND
                         MADE A PART OF THIS LEASE
                       IN ACCORDANCE WITH ARTICLE 36.


     1. The sidewalks,  entrances,  driveways, passages, courts, elevators,
vestibules,  stairways,  corridors  or halls  shall  not be  obstructed  or
encumbered  by any Tenant or used for any purpose other than for ingress or
egress from the  demised  premises  and for  delivery  of  merchandise  and
equipment in a prompt and efficient  manner using elevators and passageways
designated  for such  delivery  by  Owner.  There  shall not be used in any
space,  or in the public hall of the  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  sideguards.  If said
premises are situated on the ground floor of the building,  Tenant  thereof
shall further, at Tenant's expense,  keep the sidewalk and curb in front of
said premises clean and free from ice, snow, dirt and rubbish.

     2. The water and wash closets and plumbing  fixtures shall not be used
for any  purposes  other  than  those  for  which  they  were  designed  or
constructed  and no sweepings,  rubbish,  rags,  acids or other  substances
shall be deposited therein, and the expense of any breakage,  stoppage,  or
damage  resulting  from the  violation  of this rule  shall be borne by the
Tenant who, or whose  clerks,  agents,  employees or  visitors,  shall have
caused it.

     3. No carpet,  rug or other article shall be hung or shaken out of any
window of the building;  and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised premises any dirt or other substances into
any of the corridors or halls, elevators, or out of the doors or windows or
stairways of the  building  and Tenant shall not use,  keep or permit to be
used or kept any foul or noxious gas or substance in the demised  premises,
or permit or suffer the demised premises to be occupied or used in a manner
offensive or  objectionable to Owner or other occupants of the buildings by
reason of noise,  odors,  and or vibrations,  or interfere in any way, with
other Tenants or those having  business  therein,  nor shall any animals or
birds be kept in or about the building.  Smoking or carrying lighted cigars
or cigarettes in the elevators of the buildings is prohibited.

     4. No awnings or other  projections  shall be  attached to the outside
walls of the building without the prior written consent of Owner.

     5.  No  sign,  advertisement,  notice  or  other  lettering  shall  be
exhibited,  inscribed,  printed or affixed by any Tenant on any part of the
outside of the  demised  premises  or the  building or on the inside of the
demised  premises if the same is visible  from the outside of the  premises
without the prior written consent of Owner,  except that the name of Tenant
may  appear  on the  entrance  door of the  premises.  In the  event of the
violation of the foregoing by any Tenant, Owner may remove same without any
liability and may charge the expense  incurred by such removal to Tenant or
Tenants  violating this rule.  Interior signs on doors and directory tablet
shall be  inscribed,  painted  or affixed  for each  Tenant by Owner at the
expense of such Tenant,  and shall be of a size, color and style acceptable
to Owner.

     6. No Tenant shall mark,  paint,  drill into, or in any way deface any
part of the demised  premises or the building of which they form a part. No
boring,  cutting or stringing of wires shall be permitted,  except with the
prior written  consent of Owner,  and as Owner may direct.  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 as  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.

     7. 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 mechanism thereof. Each Tenant must, upon the termination
of his  Tenancy,  restore to Owner 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
Owner the cost thereof.

     8.  Freight,  furniture,  business  equipment,  merchandise  and bulky
matter  of any  description  shall be  delivered  to and  removed  from the
premises only on the freight  elevators  and through the service  entrances
and  corridors,  and only during  hours and in a manner  approved by Owner.
Owner  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  of the  lease  of  which  these  Rules  and
Regulations are a part.

     9. No Tenant  shall  obtain  for use upon the  demised  premises  ice,
drinking water,  towel and other similar  services,  or accept barbering or
bootblacking  services  in  the  demised  premises,   except  from  persons
authorized  by Owner,  and at hours and under  regulations  fixed by Owner.
Canvassing,  soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same.

     10. Owner reserves the right to exclude from the building  between the
hours of 6 p.m. and 8 a.m. on business days, after 1 p.m. on Saturdays, and
at all hours on Sundays and legal holidays all persons who do not present a
pass to the building signed by Owner.  Owner will furnish passes to persons
for  whom  say  Tenant  requests  same in  writing.  Each  Tenant  shall be
responsible  for all persons  for whom he  requests  such pass and shall be
liable  to  Owner  for  all  acts  of  such  persons.  Notwithstanding  the
foregoing,  Owner shall not be  required  to allow  Tenant or any person to
enter or remain in the building,  except on business days from 8:00 a.m. to
6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m.

     11.  Owner shall have the right to  prohibit  any  advertising  by any
Tenant  which in Owner's  opinion,  tends to impair the  reputation  of the
building or its  desirability  as a loft building,  and upon written notice
from Owner, Tenant shall refrain from or discontinue such advertising.

     12.  Tenant  shall not bring or permit to be  brought or kept in or on
the demised  premises,  any  inflammable,  combustible or explosive  fluid,
material, chemical or substance, or cause or permit any odors of cooking or
other processors,  or any unusual or other  objectionable odors to permeate
in or emanate from the demised premises.

     13.  Tenant  shall  not use the  demised  premises  in a manner  which
disturbs or interferes  with other Tenants in the  beneficial  use of their
premises.



*MERGE (ADD ON) AT THIS POINT*
------------------------------


                  COMMERCIAL USE ONLY - NO LIVING ALLOWED
                  ---------------------------------------
<PAGE>


                   RIDER OF AGREEMENT OF LEASE ("LEASE")
                        MADE AS OF JANUARY 14, 1997
                               BY AND BETWEEN
                FIFTH AVENUE WEST ASSOCIATES, L.P., AS OWNER
                                    AND
                        WEBGENESIS, INC., AS TENANT


THIS RIDER IS  INTENDED  TO BE  AFFIXED  TO THE LEASE.  IN THE EVENT OF ANY
INCONSISTENCY  BETWEEN THE PROVISIONS OF THIS RIDER AND THE PRINTED PORTION
OF THIS LEASE, THE PROVISIONS OF THIS RIDER SHALL CONTROL.


                ARTICLE 41 - FIXED RENT AND ADDITIONAL RENT
                -------------------------------------------

     Tenant  shall pay to Owner  Fixed Rent  during the first  twelve  (12)
months of the term an  amount of  $75,400.00  per  year,  payable  in equal
monthly  installments  of $6,283.33 in advance on the first business day of
each and every calendar month.

     For the  purpose  of this  lease  the Base Rent  shall be as  follows,
payable in equal monthly installments:

     February 1st, 1997 until January 31st, 1998 - $75,400.00
     February 1st, 1998 until January 31st, 1999 - $75,400.00
     February 1st, 1999 until January 31st, 2000 - $81,200.00
     February 1st, 2000 until January 31st, 2001 - $87,000.00
     February 1st, 2001 until January 31st, 2002 - $87,000.00

Commencing  February  1st,  1997,  and each  anniversary  of this  Lease on
February 1st of each year  thereafter  through and including  February 1st,
2001,  there shall be Fixed annual  increases of three and one-half  (3.5%)
percent over the Base Rent payable in the immediately preceding year.

     Provided no default exists under this Lease,  Fixed Rent for the month
of  February  1997 shall be reduced to 0 to give  effect to the fact a full
month's rent was received by the Owner at the signing of this Lease.  Fixed
Rent for the months of March,  April and May 1997 shall be further  reduced
to 0 to give  effect  to a Rent  Abatement.  No part of the Rent  Abatement
shall be granted unless no default exists under the Lease.

     Provided Tenant notifies Owner of its intention to exercise its option
in writing via  Certified  mail,  return  receipt  requested,  at least six
months prior to the expiration of the initial Lease term, Tenant shall have
the option to extend this Lease for a period of five (5) years,  commencing
February 1st, 2002 and ending January 1st,  2007.  Fixed Rent for the first
year of the option  period  shall be the then current  Market  Rent,  which
shall be determined in accordance with the procedure set forth hereinafter.
Fixed Rent for each  remaining  year of the option  period  shall  increase
three and  one-half  percent  (3.5%)  over the Fixed  Rent  payable  in the
immediately preceding year.

     Market Rent:
     ------------

     The parties shall have thirty (30) days after Owner receives  Tenant's
extension  option  notice in  accordance  herewith in which to agree on the
Market Rent for the Extended  Term. If the parties agree on the Market Rent
during  such  thirty (30) day  period,  Owner and Tenant  shall  execute an
amendment  to this Lease  setting  forth the Market  Rent for the  Extended
Term.

     If the  parties  are  unable to agree on the  Market  Rent  within the
thirty (30) day period,  then, within twenty (20) days after the expiration
of that period,  each party,  at its cost and by giving notice to the other
party, shall appoint a qualified M.A.I. real estate appraiser with at least
5  years'  full-time  commercial  appraisal  experience  in  the  New  York
metropolitan  area to  appraise  and set the  Market  Rent for the  Demised
Premises. The Market Rent shall be based on new leases for comparable space
in at least five (5) comparable  buildings in the area in which the Demised
Premises  are  located and based upon the  Demised  Premises  as  improved,
whether  such  improvements  were  made by  Owner  or  Tenant.  If five (5)
comparables  are not available,  the appraiser  shall use such other Market
data as is relevant,  with appropriate adjustments consistent with accepted
appraisal  practices.  If a party does not appoint such an appraiser within
the aforementioned period, the single appraiser appointed shall be the sole
appraiser and shall set the Market Rent for the Demised  Premises.  The two
appraisers  appointed by the parties as stated in this paragraph shall meet
promptly and attempt to establish the Market Rent for the Demised Premises.
If they are  unable  to agree  within  twenty  (20) days  after the  second
appraiser has been appointed,  they shall select a third appraiser  meeting
the qualifications stated in this paragraph, within ten (10) days after the
last day the two appraisers  are given to set the Market Rent.  Each of the
two parties shall bear one half (1/2) of the cost of appointing  and paying
the third  appraiser.  The third  appraiser  shall be a person  who has not
previously acted in any capacity for either party.

     Within  thirty (30) days after the  selection of the third  appraiser,
the third appraiser shall set the Market Rent for the Demised Premises.



                   RIDER TO AGREEMENT OF LEASE ("LEASE")
                        MADE AS OF JANUARY 14, 1997
                               BY AND BETWEEN
                FIFTH AVENUE WEST ASSOCIATES, L.P., AS OWNER
                                    AND
                        WEBGENESIS, INC., AS TENANT

THIS RIDER IS  INTENDED  TO BE  AFFIXED  TO THE LEASE.  IN THE EVENT OF ANY
INCONSISTENCY  BETWEEN THE PROVISIONS OF THIS RIDER AND THE PRINTED PORTION
OF THIS LEASE, THE PROVISIONS OF THIS RIDER SHALL CONTROL.


                            ARTICLE 42 - NOTICES
                            --------------------

     Any notice, request, consent,  approval, demand or other communication
permitted  or required to be given  pursuant  to the terms,  covenants  and
conditions of this Lease, or pursuant to any law or governmental regulation
(collectively,  "Notices"),  shall  be in  writing  and,  unless  otherwise
required by such law or  regulation,  be sent  registered or certified mail
return receipt  requested to the parties at the addresses set forth in this
Lease.


                          ARTICLE 43 - EXCULPATION
                          ------------------------

     If Owner or any successor in interest in an individual, joint venture,
tenancy-in-common,   general   or   limited   partnership,   unincorporated
association or other unincorporated aggregate of individuals (collectively,
"unincorporated  Owner")  and shall at any time have any  liability  under,
pursuant to or in connection with this Lease,  neither Tenant nor any other
party shall seek any  personal  or money  judgment  against  unincorporated
Owner or in any other way under or pursuant  to this Lease.  Any attempt by
Tenant or others to seek any such personal liability or monetary obligation
shall, in addition to and not in limitation of unincorporated Owner's other
rights, powers,  privileges and remedies under this Lease, immediately vest
unincorporated  Owner with the unconditional  right to cancel this Lease on
three (3) days' notice to Tenant.


                            ARTICLE 44 - BROKER
                            -------------------

     Tenant  represents  and warrants that it has not dealt with any broker
or brokers other than JULIEN J. STUDLEY, INC. and ALEX DEFORTUNA,  LICENSED
REAL ESTATE BROKER in the negotiation of this Lease. Tenant shall indemnify
and hold  Owner  harmless  from and  against  any and all loss,  liability,
claims or expenses  (including,  without limitation,  attorneys' fees) that
Owner may incur by reason of the breach of the foregoing  representation or
by reason of the claim of any brokers in connection  with this  transaction
or arising out of any assignment of this Lease or sublease of all or a part
of the Demised Premises by Tenant.


                         ARTICLE 45 - LATE CHARGES
                         -------------------------

     If Tenant  fails to pay any  installment  of Fixed Rent or  Additional
Rent by the fifth (5th) day of each month,  Tenant shall be required to pay
a late charge of eight (8) cents for each dollar unpaid.  Such charge is to
be computed  retroactively  to the date on which  Fixed Rent or  Additional
Rent became due and  payable.  The late  charge is  intended to  compensate
Owner for additional expenses incurred in processing such late payments and
is not  intended  to prevent  Owner  from  exercising  any other  available
remedies against Tenant.


                       ARTICLE 46 - TENANT COVENANTS
                       -----------------------------

     46.1 Tenant shall not make any claim  against  Owner for any injury or
damage  to  Tenant or to any other  person  or for any  damage  (by  water,
malicious  mischief  or  otherwise)  to,  or loss of, or loss of use of (by
theft, mysterious  disappearance or otherwise) any property of Tenant or of
any other  person,  or property  irrespective  of the cause of such injury,
damage or loss,  unless  caused by the  negligence  of Owner,  its  agents,
servants or  employees,  in the  operation  or  maintenance  of the Demised
Premises or the Building.  No property other than such as might normally be
brought  upon  or  kept  in the  Demised  Premises  as an  incident  to the
reasonable use of the Demised  Premises for the purposes  herein  specified
shall be brought upon or kept in the Demised Premises.

      46.2 Tenant shall, at its sole cost and expense:

          46.2.1  Maintain  the Demised  Premises  in a clean and  sanitary
manner.  If tenant uses a cleaning  service in the evening after 6:00 PM or
on weekends,  that service shall be an approved  service  designated by the
Owner and used substantially in the Building.

          46.2.2  Remove all  rubbish  and other  debris  from the  Demised
Premises to such  locations in the Building as may be reasonably  specified
by Owner from time to time and under conditions approved by Owner.

          46.2.3 Obtain and maintain a service contract (or contracts) with
a person or company reasonably acceptable to Owner for the extermination of
vermin, rats, mice, flies and other insects in the Demised Premises and use
all reasonable diligence in accordance with the best prevailing methods for
doing so in the Borough of  Manhattan  to prevent and  exterminate  vermin,
rats, mice, flies and other insects in, on or about the Demised Premises.

     46.3  Obtain  and  maintain  an annual  service  contract  for the air
conditioning unit(s), if any, within the Demised Premises, and pay directly
for individual  repairs not covered by said contract.  In addition,  Tenant
agrees to obtain and pay directly for any and all permits  and/or  licenses
associated with the operation of the air conditioning unit(s).

     Unless specified or defined in this lease, or otherwise agreed between
Owner  and  Tenant,  any and all air  conditioning  equipment  existing  or
installed by either Owner or Tenant in the demised  premises at the time or
during the term of this lease  shall  remain in the  demised  premises  and
shall be considered leasehold  improvements at the expiration of this lease
or upon  vacating of the demised  premises by tenant  either  willfully  or
under any other terms or conditions of this lease.

     46.4 If Tenant shall, at its sole cost and expense, place and maintain
machines and  mechanical  equipment  located in the Demised  Premises  that
cause noise or vibration  that may be  transmitted  to the structure of the
Building (to such a degree as to be  reasonably  objectionable  to Owner or
any occupant of the  Building)  in settings of cork,  rubber or spring type
vibration eliminators sufficient to eliminate noise or vibration.

     46.5  Tenant  shall not permit any  cooking on the  Demised  Premises,
whether hot or cold.

     46.6 Tenant has inspected the Demised Premises and agrees to take them
as they are in an "as is"  condition,  and agrees to bear all  expenses  of
making  nonstructural  repairs to the Demised  Premises,  including without
limitation,  plumbing,  electrical work, fixtures and all interior repairs,
in a manner consistent with section 3.

     46.7  Tenant  agrees  that it shall not  permit its  employees  and/or
visitors to congregate in the Building  lobby,  the public  corridors or in
front of the Building.  Tenant  expressly agrees that any violation of this
Article shall be a material default under this Lease.

     46.8  Tenant  shall not bring any pets into the  Demised  Premises  or
permit any pets to be brought into or kept within the Demised Premises.


                           ARTICLE 47 - INSURANCE
                           ----------------------

     The  Tenant  shall,  at its sole cost and  expense,  obtain and at all
times  during  the  Term  maintain  with  responsible   insurance  carriers
acceptable  to Owner  licensed  to do  business  in the  State of New York,
insurance covering the Demised Premises for the mutual benefit of Owner and
Tenant as follows:

     47.1 Fire Insurance with broad form extended coverage endorsement from
time to time  available,  for an amount not less than the full  replacement
value of Tenant's  Improvements and Tenant's  personal  property located in
the Demised Premises.  "Full replacement  value" shall be determined at the
request of Owner by an architect,  appraiser,  appraisal  company or one of
the  insurers  selected  by  Owner  and  paid  for  by  Tenant,   but  such
determination  shall not be required to be made more  frequently  than once
every two (2) years.  No  omission on the part of Owner to request any such
determination  shall relieve  Tenant of any of its  obligations  under this
Article.

     47.2 Comprehensive  General Liability  Insurance,  with such limits as
may be reasonably requested by Owner from time to time, but not less than a
combined single limit of $1,500,000.00.

     47.3 All required insurance policies shall name Owner as an additional
insured or loss  payee,  as the case may be, and shall  include a provision
that they shall not be canceled  without  thirty  (30) days' prior  written
notice to Owner.  Tenant shall  deliver  copies of all  required  insurance
policies or certificates evidencing such coverage prior to the Commencement
Date and renewal policies prior to the expiration of the existing  policies
together with evidence of the payment of premiums therefore.

     47.4 Tenant shall pay to Owner an  Additional  Rent an amount equal to
any additional  insurance premium charged to Owner by Owner's insurers as a
direct or indirect result of Tenant's tenancy in the Building.

     47.5 Tenant can only  deliver to or remove  from the Demised  Premises
any freight, furniture, business equipment, merchandise and bulky matter of
any  description,  on the  freight  elevators  and/or  through  the service
entrances  and  corridors  of the Building and only during the hours and in
the  manner  approved  by  Owner  from  time to  time.  Tenant  can only be
permitted  to deliver to or remove  from the  Demised  Premises  any of the
items described in this article after Tenant has given Owner three (3) days
prior  written  notice  of  Tenant's  intention  to make such  delivery  or
removal,  and provides  Owner with written  evidence  that such delivery or
removal is being made by an individual  or an entity who possesses  general
liability and workers  compensation  insurance or other insurance as may be
required by Owner in an amount which Owner deems to be sufficient.


                      ARTICLE 48 - ADDITIONAL REMEDIES
                      --------------------------------

     48.1 If the Term shall terminate  pursuant to Article 17 or otherwise,
then:

          48.1.1  Tenant  shall pay to Owner all Fixed Rent and  Additional
Rent  required  to be paid by Tenant to the date upon  which the Term shall
have  terminated  or to the date of re-entry  upon the Demised  Premises by
Owner, as the case may be;

          48.1.2 Owner shall be entitled to retain all moneys, if any, paid
by Tenant to Owner, whether an advance rent, security or otherwise;

          48.1.3  Tenant  shall be liable  for and  shall pay to Owner,  as
damages,  any deficiency between the Fixed Rent and Additional Rent payable
for the period which otherwise would have constituted the unexpired portion
of the Term  (conclusively  presuming the Additional Rent to be the same as
was payable for the twelve (12) month  period  immediately  preceding  such
termination  or re-entry)  and the net amount,  if any, of rents  collected
under any reletting effected pursuant to the provisions of this Article for
any part of such period (first deducting from the rents collected under any
such reletting all of Owner's  expenses in connection  with the termination
of this  Lease or  Owner's  re-entry  upon the  Demised  Premises  and,  in
connection  with  such  reletting,   all  repossession   costs,   brokerage
commissions,  legal expenses,  attorneys' fees,  alteration costs and other
expenses); and

          48.1.4 Any such deficiency shall be paid in monthly  installments
by  Tenant  on the  days  specified  in  this  Lease  for  the  payment  of
installments of Fixed Rent.  Owner shall be entitled to recover from Tenant
each monthly  deficiency as the same shall arise and no suit to collect the
amount of the  deficiency  for any month shall  prejudice  Owner's right to
collect the deficiency for any  subsequent  month by a similar  proceeding.
Alternatively a suit or suits for the recovery of such  deficiencies may be
brought by Owner from time to time at its election.

          48.1.5  Notwithstanding  anything  herein  to the  contrary,  the
Premises  herein  mentioned  are  demised  for the whole  term with a whole
amount  of the rent  herein  reserved  due and  payable  at the time of the
making of this  Lease,  and the  payment of rent in  installments  as above
provided  in for the  convenience  of tenant  only and if in default of any
installment  of rent,  then the whole of the rent reserved for the whole of
the period then remaining unpaid,  shall, at the landlord's option, at once
become due and payable without notice or demand.


                    ARTICLE 49 - CERTIFICATES BY TENANTS
                    ------------------------------------

     At any time and from time to time,  Tenant,  for the  benefit of Owner
and the lessor under any ground lease or underlying  lease or the holder of
any leasehold  mortgage  affecting any ground lease or underlying lease, or
of any fee mortgage  covering the land or the land and building  containing
the Demised  Premises,  on at least five (5) days prior written  request by
Owner, will deliver to Owner a statement, certifying that this Lease is not
modified  and is in full  force and  effect  (or if there  shall  have been
modifications the same is in full force and effect as modified, and stating
the modifications), the commencement and expiration dates hereof, the dates
to which the Fixed Rent,  Additional Rent and other charges have been paid,
and whether or not, to the best knowledge of the signer of such  statement,
there are any then existing  defaults on the part of either Owner or Tenant
in the  performance  of the terms,  covenants and conditions of this Lease,
and if so, specifying the default of which the signer of such statement has
knowledge.

     Owner shall from time to time provide upon ten (10) days prior written
request  by  Tenant  a  statement  certifying  as to  status  of  rent  and
Additional  Rent  payments  due under this Lease  and/or that lease has not
been modified and remains in full force and effect.


                      ARTICLE 50 - LEGAL REQUIREMENTS
                      -------------------------------

     If at any time  during  the term of this  Lease,  the fire  safety law
requirements  of the City of New York  pursuant  to Local Law #5 of 1973 or
otherwise   ("Fire   Requirements")   or  the  masonry  or  exterior   wall
requirements  of the City of New York  pursuant to Local Law #10 of 1980 or
otherwise ("Masonry  Requirements") or life safety requirements of the City
of New  York  pursuant  to  Local  Law #16 of 1984  or  otherwise  ("Safety
Requirements") or any other laws or requirements of the City of New York or
any  agency  having   jurisdiction   ("Other   Requirements")   impose  any
obligations or requirements upon Owner to perform any alteration,  changes,
installations  or  improvements  (collectively  "changes")  to the building
hereof  and/or the  Demised  Premises,  then  Tenant  shall pay to Owner as
Additional Rent five point eight (5.8%) percent ("Tenant's Payment") of all
costs  and  expense   incurred  by  Owner  in   complying   with  the  Fire
Requirements, Masonry Requirements or other Requirements.  Tenant's Payment
shall be due and payable to Owner within  thirty (30) days after  rendition
of a bill therefore  accompanied  by a statement  setting forth the changes
performed by Owner.  The obligation of Tenant in respect of such Additional
Rent shall survive the expiration of this Lease.  Notwithstanding  anything
to the contrary in this  Paragraph,  should  Tenant's  use,  occupancy,  or
installation  require specific  compliance under such  Requirements  above,
then Tenant shall be responsible for 100% of the cost of said Changes.


                          ARTICLE 51 - ALTERATIONS
                          ------------------------

     Anything in Article 3 to the contrary notwithstanding, Owner shall 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 the Demised Premises,
provided that such  alterations do not affect utility  services or plumbing
and  electrical  lines or other systems of the building,  and provided that
all such  alterations  shall be performed in accordance  with the following
conditions:

     51.1  All  such  alterations  costing  more  than  $2,500.00  shall be
performed in accordance  with plans and  specifications  first submitted to
Owner for its prior written approval.

     51.2 All alterations  shall be done in a good and workmanlike  manner.
Alterations   shall  be  done  in  compliance  with  all  other  applicable
provisions  of this  Lease  and with all  governmental  authorities  having
jurisdiction;  and  Tenant  shall,  prior to the  commencement  of any such
alterations,  at its sole cost and expense, obtain and exhibit to Owner any
governmental permit required in connection with such alterations.

     51.3 All work in connection with  alterations  shall be performed with
union labor having the proper jurisdictional qualifications.

     51.4 Tenant shall keep the building and the Demised  Premises free and
clear of all liens for any work or material  claimed to have been furnished
to Tenant or to the Demised Premises.

     51.5 Prior to the  commencement  of any work by or for Tenant,  Tenant
shall furnish to Owner  Certificates of Insurance  evidencing the existence
of the following insurance:

          51.5.1  Worker's  compensation  insurance  covering  all  persons
employed  for such work and with  respect  to whom  death or bodily  injury
claim could be asserted against Owner, Tenant or the Demised Premises.

          51.5.2 General  liability  insurance naming Owner, its designees,
and Tenant as insured, with limits of not less than $1,000,000 in the event
of bodily injury to one person and not less than  $1,000,000,  in the event
of bodily injury to any number of persons in any one  occurrence,  and with
limits of not less than $500,000 for property damage.  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 issued by a company  authorized to do business in
New York and all policies, or certificates therefore, issued by the insurer
and  bearing  notations  evidencing  the  payment  of  premiums,  shall  be
delivered to Owner.

     51.6  All work to be  performed  by  Tenant  shall be done in a manner
which will not  unreasonably  interfere  with or disturb  other Tenants and
occupants of the building.

     51.7 Any  alterations  to be made by Tenant  (other than  plumbing and
electrical  work) may be performed by any reputable  contractor or mechanic
(collectively,  "Contractor")  selected  by Tenant and  approved  by Owner,
which  approval  Owner agrees it will not  unreasonably  withhold or delay,
provided the Contractor's  performance of the alterations  would not result
in any labor discord in the Building.

     51.8 Tenant may,  at any time during the Term,  remove any  alteration
made by Tenant, solely at its expense, provided Tenant promptly repairs any
damage resulting from such removal.

     51.9 Any  restoration  or  repair  which  Tenant is  required  to make
(whether structural or non-structural) shall be of a quality or class equal
to the then Building Standard.

     51.10  Tenant  shall  pay to  Owner  the  sum of One  Hundred  Dollars
($100.00) in connection with any Tenant Changes or Alterations,  which must
be approved of by Owner in accordance with the term of this Article.

     51.11 The time during which Owner may make Owner's elections  pursuant
to Article 3 hereof shall be extended to include a period commencing thirty
(30) days prior to the  expirations  or other  termination of this Lease or
any  renewal  or  extension  thereof  and  terminating   ninety  (90)  days
thereafter.  Tenant agrees that Owner's rights  hereunder shall survive the
expiration of this Lease or any renewal or extension thereof.

     51.12  Nothing  in  this  Lease  shall  be  construed  in  any  way as
constituting  the permission,  consent or request of the Owner,  express or
implied,  through act or omission to act by inference or otherwise,  to any
contractor,  subcontractor,  laborer, or materialman for the performance of
any labor or the furnishing of any materials for any specific  improvement,
installation,  addition,  decoration,  alteration, or repair of the Demised
Premises or as giving the Tenant the right, power, or authority to contract
for or  permit  the  rendering  of any  service  or the  furnishing  of any
material that would give rise to the filing of any mechanic's  lien against
the fee of the Demised Premises.


                          ARTICLE 52 - CONTRACTORS
                          ------------------------

     When in this Lease the Tenant  shall take or be  required  to take any
action which may affect or alter the plumbing or  electrical  facilities or
services furnished by Owner in the Building,  the Demised Premises,  or any
portion thereof,  Tenant shall only be entitled to have such work performed
by the building  contractor  designated  from time to time by Owner, in its
sole and absolute  discretion,  to perform such  alteration and Owner shall
not be required  to permit,  and Tenant  shall not be entitled to use,  any
contractor  not  designated  by Owner's  selected  contractors',  provided,
however,  that such  contractors'  bids do not  exceed by more than 15% the
bids for work of comparable  quality,  workmanship and  specifications  for
performing such alterations submitted by Tenant's contractors.  If Tenant's
contractor's bids are more than 15% below the bids of Owner's  contractors,
Owner  agrees not to  unreasonably  withhold or delay  approval of Tenant's
performance of such  alteration.  Notwithstanding  the foregoing,  Tenant's
contractors must be properly licensed.


                  ARTICLE 53 - TENANT'S CONDEMNATION CLAIM
                  ----------------------------------------

     Anything in Article 10 to the contrary  notwithstanding,  Tenant shall
have the right to make a claim  against the  condemning  authority  for the
value of its trade  fixtures and business  machines and equipment  taken in
the condemnation and for reimbursement of its resultant moving expenses.


                ARTICLE 54 - ACCESS TO THE DEMISED PREMISES
                -------------------------------------------

     Supplementing the provisions of Article 13, Owner's right to enter the
Demised Premises and its access thereto to make repairs and Alterations and
to erect  and  maintain  pipes  and  conduits  (except  in the  event of an
emergency,  in which  event  that  right  shall be  unrestricted)  shall be
subject to the following conditions:

     54.1 Owner shall give Tenant reasonable  notice of proposed,  entry or
access;

     54.2 Owner shall not be  obligated  to perform  work other than during
normal business hours.


                        ARTICLE 55 - SQUARE FOOTAGE
                        ---------------------------

     Tenant  acknowledges  that no  representations  have  been made by the
Owner  as to  the  amount  of  square  footage  in  the  Demised  Premises,
irrespective  of any  reference  in this  Lease to square  footage  for any
computation.  The Tenant has inspected the Demised Premises and relies upon
its own judgment in computing the square footage.


                          ARTICLE 56 - PLATE GLASS
                          ------------------------

     Tenant,  at its own cost and  expense,  shall  replace  all damaged or
broken plate glass or other windows in or about the Demised Premises.


                        ARTICLE 57 - ADDITIONAL RENT
                        ----------------------------

     All payments  other than the Fixed Rent to he made by Tenant  pursuant
to this  Lease  shall be deemed  Additional  Rent and,  in the event of any
non-payment,  Owner shall have all rights and remedies  provided for herein
or by law for non-payment of rent.


                    ARTICLE 58 - CONDITIONAL LIMITATION
                    -----------------------------------

     If Tenant  defaults in the payment of Fixed or Additional  Rent, or in
making any other payment required for a total of two (2) months, whether or
not  consecutive,  in any twelve  (12) month  period,  and Owner shall have
served upon Tenant a petition and notice of petition to  dispossess  Tenant
by  summary  proceedings  for  any  one or  both  of  those  months,  then,
notwithstanding  that those  defaults  shall  have been cured  prior to the
entry of a judgment  against  Tenant,  any further similar default shall be
deemed to be  deliberate  and  Owner may  require  Tenant  to  deposit  two
additional months security deposit and/or at Owner's option Owner may serve
a written  three (3) days'  notice of  cancellation  of this Lease upon the
Tenant,  and upon the  expiration  of that  three (3) days,  whether or not
Tenant has paid its rent  within  that  period,  this  Lease  shall end and
expire as fully and  completely as if the  expiration of such three (3) day
period were the day herein  definitely  fixed for the end and expiration of
this  Lease and the Term,  and  Tenant  shall  remain  liable as  elsewhere
provided in the Lease.


                       ARTICLE 59 - UTILITY INCREASE
                       -----------------------------

                           Intentionally Omitted


                         ARTICLE 60 - GAS AND WATER
                         --------------------------

     Tenant shall make its own arrangements with the public utility company
or companies or such New York City agencies  servicing the Demised Premises
for the furnishing of and payment of charges for gas and water. In no event
shall Owner be  responsible  for charges  for any such  service.  If gas or
water is used in the  Demised  Premises,  Tenant  covenants  to install the
appropriate  gas cutoff devices  (manual and automatic) and motors for each
service at  Tenant's  own cost and  expense.  Anything  to the  contrary in
Article  29 of this  Lease  notwithstanding,  water  charges  contained  in
Article 29 of this Lease are for the use of existing  lavatories and Tenant
must  install a meter  for any  other use of water in or about the  Demised
Premises.


                             ARTICLE 61 - NOISE
                             ------------------

     Tenant  shall not permit noise to emanate from the premises at a sound
level which shall in any way disturb  other tenants of the building or at a
level that exceeds the level of sound  emanating  from other floors for the
building.  This Article shall  directly bind any  successors in interest to
the Tenant.  Tenant  agrees that if at any time Tenant  violates any of the
provisions of this Article,  such  violation  shall be deemed a breach of a
substantial obligation of the terms of this Lease.


                          ARTICLE 62 - PORNOGRAPHY
                          ------------------------

     Tenant  agrees  that the value of the Demised  Premises  substantially
diminished  and the  reputation of Owner and the partners of the Owner will
be  seriously  injured  if  the  premises  are  used  for  any  obscene  or
pornographic  purposes or any sort of commercial sex establishment.  Tenant
agrees that  tenant  will not bring or permit any  obscene or  pornographic
material on the premises, and shall not conduct or permit any obscene, nude
or  semi-nude  live  performances  on the  premises,  nor permit use of the
premises for nude modeling,  rap sessions,  or as a massage parlor.  Tenant
also agrees that it will not permit the  production  or  processing  of any
video tape,  film or  photography  on the premises  which  depict  explicit
sexual  acts.  Tenant  agrees  further  that it will not  permit any of the
herein  mentioned  uses by any sublessee or assignee of the premises.  This
Paragraph  shall bind  successors in interest to the Tenant.  Tenant agrees
that any violation of the term of this  Paragraph  shall be deemed a breach
of a substantial  obligation  of the Tenant under this Lease.  Pornographic
material,  for  purposes  of this  Paragraph,  is defined as any written or
pictorial matter with prurient appeal or any object or instrument primarily
used for lewd or prurient sexual activity.


                             ARTICLE 63 - ODORS
                             ------------------

     Tenant shall not cause or permit any unusual or  objectionable  odors,
by-products or waste material to emanate from the Demised Premises.  Tenant
covenants that it will hold Owner harmless  against all claims,  damages or
causes of action for damages arising after the  commencement of the term of
this Lease and will  indemnify the Owner from any suits,  orders or decrees
and judgments  entered  therein,  brought on account of any such  emanation
from the Demised Premises of unusual or objectionable odors, by-products or
waste material. Tenant covenants to pay any attorney's fees and other legal
expenses  incurred  by  owner  in  connection  with  any  claim  or suit as
described in this Paragraph.


              ARTICLE 64 - OWNER'S COSTS BY TENANT'S DEFAULTS
              -----------------------------------------------

     If Owner,  as a result of a default by Tenant of any of the provisions
of this Lease,  including the covenants to pay rent and/or Additional Rent,
makes any  expenditure or incurs any  obligations for the payment of money,
including but not limited to attorney's  fees, in instituting,  prosecuting
or defending any action or proceeding,  such sums so paid or obligations so
incurred  with  interest  and costs shall be deemed to be  Additional  Rent
hereunder  and  shall be paid by Tenant  to Owner  within  five (5) days of
rendition  of  any  bill  or  statement  to  Tenant  therefore,  and if any
expenditure is incurred in collecting such  obligations,  such sum shall be
recoverable by Owner as additional damages.


                         ARTICLE 65 - HOLDING OVER
                         -------------------------

     If Tenant  holds over in  possession  after the  expiration  or sooner
termination  of the original  term or of any  extended  term of this Lease,
such  holding  over  shall not be  deemed  to extend  the term or renew the
Lease,  but such holding over  hereafter  shall continue upon the covenants
and  conditions  herein  set  forth,  except  that the  charge  for use and
occupancy  of such  holding  over for each  calendar  month or part thereof
(even if such part shall be a small fraction of a calendar  month) shall be
the sum of:

     65.1  One-twelfth  (1/12) of the highest annual rent rate set forth on
Page One of this Lease, times two point five (2.5) plus

     65.2  One-twelfth  (1/12) of annual  Additional  Rental,  which annual
Additional  Rental would have been payable  pursuant to this Lease had this
Lease not expired, plus

     63.3 Those other items of Additional Rent (not annual Additional Rent)
which would have been  payable  monthly  pursuant  to this Lease,  had this
Lease not expired,  which total sum Tenant agrees to pay to Owner  promptly
upon demand, in full, without set-off or deduction. Neither the billing nor
the collection of use and occupancy  charge shall be deemed a waiver of any
right of Owner to  collect  damages  for  Tenant's  failure  to vacate  the
Demised Premises after the expiration or sooner termination of this Losses.
The aforesaid  provisions  of this Article shall survive the  expiration of
this Lease.


                       ARTICLE 66 - DEPOSIT OF CHECKS
                       ------------------------------

     Owner's deposit of any checks delivered by Tenant  simultaneously with
Tenant's  execution and delivery of this Lease shall not constitute Owner's
execution and delivery of this Lease.


                        ARTICLE 67 - PARTIAL PAYMENT
                        ----------------------------

     If Owner  receives from Tenant any payment  ("Partial  Payment")  less
than the sum of the Fixed Rent,  Additional Rent and other charges then due
and owing pursuant to the term of this Lease,  Owner in its sole discretion
may allocate  such Partial  Payment in whole or in part to any Fixed annual
Rent,  any  annual  rent  and/or any other  charges  or to any  combination
thereof.


                       ARTICLE 68 - PORTERS WAGE RATE
                       ------------------------------

                           Intentionally omitted


                          ARTICLE 69 - ASSIGNMENT
                          -----------------------

     Tenant may sublet all or a portion of the  Demised  Premises or assign
this  lease  with  Owner's  prior  written   consent  which  shall  not  be
unreasonably withheld, provided that:

                                     I

          (a) Tenant shall furnish Owner with the name and business address
of the  proposed  subtenant  or  assignee,  a  counterpart  of the proposed
subleasing or  assignment  agreement,  and  satisfactory  information  with
respect  to the  nature  and  character  of the  business  of the  proposed
subtenant or assignee  together  with  current  financial  information  and
references reasonably satisfactory to Owner.

          (b)  In  the  reasonable  judgment  of  the  Owner  the  proposed
subtenant  or  assignee  is  financially  responsible  with  respect to its
proposed  obligations  under the proposed  agreement  and is of a character
engaged  in a  business  which  is in  keeping  with the  standards  of the
building and the floor or floors in which the Demised Premises are located.

          (c) An  executed  duplicate  original in a form  satisfactory  to
Owner for  review by  Owner's  counsel  of such  subleasing  or  assignment
agreement  shall be  delivered to Owner at least five (5) days prior to the
effective date thereof. In the event of any assignment, Tenant will deliver
to Owner at least  five (5) days  prior to the  effective  date  thereof an
assumption  agreement  wherein  the  assignee  agrees to assume  all of the
terms,  covenants  and  conditions  of this lease to be performed by Tenant
hereunder  and which  provides  that Tenant named herein and such  assignee
shall after the effective date of such  assignment be jointly and severally
liable for the performance of all of the terms, covenants and conditions of
this lease.

          (d)  Tenant,  at  Tenant's  expense,  shall  provide  and  permit
reasonably  appropriate means of ingress to and egress from space sublet by
Tenant.

          (e) Except for any  subletting  or assignment by Tenant to Owner,
each  subletting  or  assignment  shall be  subject  to all the  covenants,
agreements, terms, provisions and conditions contained in this lease.

          (f)  Tenant  covenants  and  agrees  that   notwithstanding   any
subletting  or  assignment  to Owner or to any other  subtenant or assignee
and/or acceptance of rent or Additional Rent by Owner from any subtenant or
assignee,  Tenant shall and will remain fully liable for the payment of the
annual rent and Additional Rent due and to become due hereunder and for the
performance  of  all  the  covenants,  agreements,  terms,  provisions  and
conditions  contained  in  this  lease  on the  part  of the  Tenant  to be
performed.

          (g) Tenant  further agrees that it shall not at any time publicly
advertise  at a rental  rate  less than the Fixed  annual  Rental  plus any
Additional Rent then payable  hereunder,  for assignment or sublease of all
of the space  demised  herein,  or for sublease of any portion of the space
demised herein,  but nothing herein contained shall be deemed to be Owner's
consent to any assignment or subletting.

          (h)  Notwithstanding  anything herein  contained to the contrary,
Tenant  shall have no right to assign  this lease or to sublet the whole of
the Demised  Premises prior to or during the first (6) six months following
the commencement date hereof.

          (i) Tenant shall have no right to assign this lease or sublet the
whole or any part of the Demised  Premises to any party who in dealing with
or has dealt with Owner or Owner's  agent with  respect to space then still
available  for  rent  in the  building  within  the 12  months  immediately
preceding  Owner's  receipt of Tenant's  notice pursuant to item 11 of this
Article.

          (j) Such subletting or assignment shall not cause Owner any cost.

          (k) Tenant shall have  complied and shall comply with each of the
provisions  in this  Article and Owner shall not have made any  election as
provided in item II hereof.

                                     II

     If  Tenant  shall  desire to sublet  all or a portion  of the  Demised
Premises  or to assign  this  lease,  Tenant  shall send to Owner a written
notice by registered  mail at least ninety (90) days prior to the date such
assignment or  subletting is to commence  stating (w) that the intention in
to assign  the  lease,  (x) the  portion  of the  Premises  that the Tenant
desires to sublet,  and if the portion  intended to be sublet shall be less
than the entire Demised Premises and other than an entire floor or multiple
thereof,  such notice shall be accompanied  by a reasonably  accurate floor
plan of the premises to be sublet, (y) the term of such proposed subletting
and (z) the proposed commencement date of such subletting or assignment.

     (a) If Tenant  desires to sublet  all of the  Demised  Premises  or to
assign  this  lease,  then  within  sixty  (60) days  after  receipt of the
aforesaid  notice  Owner may notify  Tenant that Owner elects (1) to cancel
this lease, in which event such cancellation  shall become effective on the
date set  forth  pursuant  to (z)  above  and this  lease  shall  thereupon
terminate  on said date with the same force and effect as if said date were
the expiration  date of this lease: or (2) to require Tenant to assign this
lease to Owner  effective from the date not forth pursuant to (z) above. In
either event Tenant  shall be  obligated  to  surrender  possession  of the
Demised  Premises in the same  condition  as Tenant is obliged to surrender
possession  at the  end  of the  term  as  provided  in  this  lease.  Such
assignment  to Owner  shall  provide  that the  parties to such  assignment
expressly   negate  any  intention  that  any  estate  created  under  such
assignment be merged with any other estate held by either of said parties.

     (b) If Tenant desires to sublet less than all of the Demised  Premises
then within sixty (60) days after  receipt of the aforesaid  notice,  Owner
may notify Tenant that Owner elects to require  Tenant to sublease to Owner
as subtenant of Tenant, the portion of the Demised Premises that Tenant had
specified in its notice to Owner,  for the term, and from the  commencement
date specified in said notice.  The annual rent and Additional  Rent, which
Owner shall pay to Tenant shall be a pro rata  apportionment  of the annual
and Additional  Rent payable  hereunder and it is hereby  expressly  agreed
that such  sublease to Owner shall be upon all the  covenants,  agreements,
terms,  provisions and  conditions  contained in this lease except for such
thereof  which are  inapplicable  and such  sublease  shall  give Owner the
unqualified and unrestricted  right without  Tenant's  permission to assign
such sublease or any interest therein and/or to sublet the space covered by
such  sublease  or any part or parts of such  space and to make or cause to
have  made  or  permit  to  be  made  any  and  all  changes,  alterations,
decorations,  additions,  and  improvements  in the space  covered  by such
sublease,  and that  such may be  removed,  in  whole or part,  at  Owner's
option,  prior  to or upon the  expiration  or  other  termination  of such
sublease  provided  that any damages or injury caused by such removal shall
be repaired.  Such sublease to Owner shall also provide that the parties to
such sublease  expressly negate any intention that any estate created under
such  sublease  be  merged  with any  other  estate  hold by either of said
parties.

     (c) Tenant covenants and agrees that any such assignment or subletting
to Owner or further  assignment or subletting by Owner or Owner's  assignee
or  subleases  may be for any  purpose or purposes  that Owner,  in Owner's
uncontrolled discretion, shall deem suitable or appropriate.

     (d) If Owner,  should fail to exercise any of the elections granted to
it pursuant to the  provisions of  sub-paragraphs  "a" or "b" of Item II of
this  Article and if Tenant  should  sublet all or a portion of the Demised
Premises  for a rental in excess  of the sum of  annual  rental  stipulated
herein and  Additional  Rent  arising  hereunder,  then Tenant shall pay to
Owner as  Additional  Rent 50% of such excess  amount.  In  computing  such
excess amount appropriate  pro-rata  adjustments shall be made with respect
to a subletting of less than all of the Demised Premises.

     (e) Tenant  hereby  waives any claim  against  Owner for money damages
which it may have based  upon any  assertion  that  Owner has  unreasonably
withheld  or  unreasonably  delayed  any  consent  to  an  assignment  or a
subletting  pursuant to this  Article.  Tenant  agrees that its sole remedy
shall be an action or proceeding to enforce such  provision or for specific
performance.

     (f) Assignment  and  subletting  shall for purposes of this Article 69
include  any sale,  exchange  or  disposition  of any  portion of  seller's
shares,  partnership  or ownership  interests or any change of ownership of
Tenant, if Tenant is not an individual.

     (g) If this Lease is  assigned,  sublet or if the demised  premises or
any part  thereof be  underlet  or  occupied by any party other than Tenant
without  Owner's  written  permission,  Owner may, in addition to any other
remedy  provided  to Owner  under  this Lease or by law,  after  default by
Tenant, collect rent from the assignee, subleases, undertenant or occupant,
and  apply  the net  amount  collected  to the  rent  herein  reserved.  No
assignment,  subletting,  underletting,  occupancy or  collection  shall be
deemed a waiver of the provisions  hereof,  the acceptance of the assignee,
subleases,  undertenant or occupant as Tenant,  or a release of Tenant from
the further  performance by or enforcement  upon Tenant of covenants herein
contained  and shall not  prevent  the Owner from  commencing  an action or
proceeding to terminate the prime Tenant's Lease and evict the prime Tenant
for  the  subject  premise.  Such a  termination  and  eviction  action  or
proceeding  shall  be based  upon the  illegal  assignment,  subletting  or
occupancy by someone other than the Tenant. The acceptance of rent or other
payments to Owner from the  assignee,  subleases,  undertenant  or occupant
shall not in any way be  construed  to relieve  Tenant from  obtaining  the
expressed  written  consent  of  Owner  for  such  assignment,   sublet  or
underletting  and  shall  in no  way  be  construed  an  acceptance  and/or
acknowledgement  of such  action or person  nor shall it confer  any rights
upon such person.

                                    III

     If this  lease is  assigned  and Owner  consents  to such  assignment,
Tenant covenants and agrees that the term, covenants and conditions of this
lease may be changed, altered or modified in any manner whatsoever by Owner
and the assignee  without  prior  written  consent of Tenant,  that no such
change,   alteration  or   modification   shall  release  Tenant  from  the
performance by it of any of the terms,  covenant and conditions on its part
to  be  performed  under  this  lease.  Any  such  change,   alteration  or
modification  which  would  have the  effect  of  increasing  or  enlarging
Tenant's  obligations  or  liabilities  under this lease  shall not, to the
extent only such increase or enlargement, be binding upon Tenant.


                           ARTICLE 70 - INTERCOM
                           ---------------------

During this lease Tenant shall pay as Additional Rent the sum of $10.00 per
month for maintenance of the exterior buzzer intercom system. If the system
remains out of order for an unreasonable  period of time,  Tenant shall not
be responsible for intercom charges during such time.


                     ARTICLE 71 - ESTATE TAX ESCALATION
                     ----------------------------------

     71.1 As used herein:

          71.1.1 The term  "Escalation  Year" shall mean each calendar year
which shall include any part of the term.

          71.1.2  The  term  "Taxes"  shall  mean all  real  estate  taxes,
assessments (special or otherwise),  sewer rents, rates and charges, county
taxes or any other  governmental  charge of a similar or dissimilar nature,
whether  general,   special,   ordinary  or   extraordinary,   foreseen  or
unforeseen,  which may be levied,  assessed or imposed upon or with respect
to all or any  part  of the  land  ("Land")  upon  which  the  Building  is
constructed  or the Building by the City or County of New York or any other
taxing  authority.  If by law any  assessment  may be  divided  and paid in
annual  installments,  then,  for the  purposes  of this  Article  (a) such
assessment  shall be deemed to have been so divided upon  application  made
thirty (30) days after the date of entry,  whether before or after the date
hereof,  (b) such assessment  shall be deemed payable in the maximum number
of annual  installments  permitted  by law,  and (c) there  shall be deemed
included in Taxes for each Escalation  Year the annual  installment of such
assessment  becoming  payable during such  Escalation  Year,  together with
interest payable during such Escalation Year on such annual installment and
on all installments  thereafter  becoming due as provided by law, all as if
such  assessment  had been so  divided.  If at any time during the Term the
methods of taxation  prevailing on the date hereof shall be altered so that
in lieu of or as an  addition  to or as a  substitute  for the whole of any
part of the Taxes now levied,  assessed  or imposed (a) a tax,  assessment,
levy, imposition or charge based on the rents received therefrom whether or
not  wholly or  partially  as a capital  levy or  otherwise,  or (b) a tax,
assessment, levy, imposition or charges measured by or based in whole or in
part upon all or any part of the Land or the Building and imposed on Owner,
or (c) a license fee  measured by the rent  payable by Tenant to Owner,  or
(d) any  other  tax,  levy,  imposition,  charge  or  license  fee  however
described   or  imposed,   then  all  such  taxes,   assessments,   levies,
impositions,  charges or license  fees or the part  thereof so  measured or
based, shall be deemed to be Taxes.

          71.1.3  The term  "Owner's  Basic Tax  Liability"  shall mean the
Taxes attributable to the Land and the Building for Calendar Year 1997, and
"Owner's Base Year" shall mean the Calendar Year 1997.

          71.1.4 The term  "Tenant's  Proportionate  Share" shall mean five
point eight (5.8%) percent.

     71.2 If  Taxes  payable  in any  Escalation  Year  falling  wholly  or
partially  within the Term shall be in an amount  constituting  an increase
above Owner's Basic Tax Liability,  Tenant shall pay as Additional Rent for
such Escalation Year a sum equal to the Tenant's Proportionate Share of the
amount by which Taxes for such  Escalation  Year exceed  Owner's  Basic Tax
Liability. Tenant shall, if Owner so elects, pay his proportionate share of
taxes in advance as Additional Rent.

     71.3 If by any reason of any law,  statute,  regulation  or  agreement
with  a  taxing  or  other  governmental   authority  (including,   without
limitation,  a  so-called  "J-51  Program")  any part of the Taxes shall be
reduced,  i.e.,  suspended or abated,  then there shall be subtracted  from
Taxes for purposes of determining the Additional Rent payable hereunder, an
amount  equal to the  decrease  in such  taxes  due to such  suspension  or
abatement.

     71.4 If, as a result of any application or proceeding brought by or on
behalf  of  Owner  for  reduction  in the  assessed  valuation  of the Real
Property  affecting any Escalation Year commencing after Owner's Base Year,
there  shall be a  decrease  in Taxes  for any such  Escalation  Year  with
respect to which Owner shall have previously rendered an Owner's statement,
the  Owner's  Statement  next  following  such  decrease  shall  include an
adjustment for such  Escalation Year reflecting such decrease in Taxes less
all costs and expenses,  including, without limitation, any attorneys' fees
incurred by Owner in connection  with such  application or proceeding  with
respect to any Escalation Year occurring after Owner's Base Year.


                         ARTICLE 72 - MISCELLANEOUS
                         --------------------------

     This Lease embodies the entire agreement between Owner and Tenant. Any
change,  addition,  waiver,  release or  discharge  of this Lease  shall be
ineffective unless signed by the party against whom such change,  addition,
waiver,  release or discharge is sought to be enforced.  Each right,  power
and remedy of Owner provided for in this Lease or now or hereafter existing
at law,  in  equity,  by  statute  or  otherwise  shall be  cumulative  and
concurrent  and shall be in addition to every other right,  power or remedy
provided  for herein or now or  hereafter  existing at law,  in equity,  by
statute or  otherwise,  and the  exercise or  beginning  of the exercise by
Owner of any one or more of such  rights,  powers  or  remedies  shall  not
preclude  the  simultaneous  or later  exercise by Owner of any or all such
other rights, power or remedies.

     73.  Tenant shall be allowed (4) four listings in each of the building
standard  directories,  for which it agrees to reimburse the Owner.  Tenant
agrees  that no signage  shall be affixed  directly  to the  entrance  door
leading to the Demised Premises.

     74. If  electric  current  being  supplied  to Tenant is by the public
utility  corporation  serving  the part of the city where the  building  is
located,   Tenant  agrees  to  purchase  same  from  such  public   utility
corporation. If electric current be supplied by Owner, Tenant covenants and
agrees to  purchase  the same from  Owner or  Owner's  designated  agent at
charges,  terms and rates set,  from time to time,  during the term of this
lease  by  Owner  but  not  more  than  those   specified  in  the  service
classification  in effect on January 1, 1970  pursuant  to which Owner then
purchased electric current from the public utility  corporation serving the
part of the city where the building is located. Said charges may be revised
by Owner in order to  maintain  the  return  to Owner  produced  under  the
foregoing in the event that the Public Service commission  approves changes
in service classifications, terms, rates or charges for such public utility
during the term hereof.  Where more than one meter  measures the service of
Tenant in the  building,  the service  rendered  through  each meter may be
computed and billed  separately in accordance with the rates herein.  Bills
therefore  shall be rendered at such times as Owner may elect. In the event
that  such  bills  are not paid  within  five (5) days  after  the same are
rendered,  Owner may,  without further  notice,  discontinue the service of
electric  current to demised  premises  without  releasing  Tenant from any
liability under this lease and without Owner or Owner's agent incurring any
liability for any damage or loss sustained by Tenant by such discontinuance
of service.  At the option of Owner,  Tenant  also agrees to purchase  from
Owner or its agent all lamps or bulbs used in the demised  premises  and to
pay the cost of installation thereof.  Owner shall not in any other wise 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
services  is changed or is no longer  available  or suitable  for  Tenant's
requirements.   Any  riser  or  risers   to  Supply   Tenant's   electrical
requirements,  upon written request of Tenant,  will be installed by Owner,
at the sole cost and expense of Tenant,  if in Owner's  sole  judgment  the
same are  necessary  and will not cause  permanent  damage or injury to the
building or demised  premises or cause or create a dangerous  or  hazardous
condition  or  entail  excessive  or  unreasonable  alterations,  repair or
expense  or  interfere  with or disturb  other  tenants  or  occupants.  In
addition to the  installation  of such riser or risers Owner will also,  at
the sole cost and expense of Tenant, install all other equipment proper and
necessary  in  connection  therewith  subject  to the  aforesaid  terms and
conditions.  Tenant  covenants  and  agrees  that at all  times  its use of
electric current shall never exceed the capacity of existing feeders to the
building or the risers or wiring  installations.  It is further  covenanted
and agreed by Tenant that all the  aforesaid  costs and  expenses  shall be
paid by Tenant to Owner within five (5) days after rendition of any bill or
statement to Tenant  therefore.  Owner may discontinue any of the aforesaid
services  upon thirty (30) days notice to Tenant  without  being  liable to
Tenant  therefore  or  without  in any  way  affecting  this  lease  or the
liability of Tenant  hereunder or causing a diminution of rent and the same
shall not be deemed to be a lessening or diminution of services  within the
meaning  of  any  law,  rule  or  regulation  now  or  hereafter   enacted,
promulgated   or  issued.   In  the  event   Owner  gives  such  notice  of
discontinuance,  Owner shall permit  Tenant to receive such service  direct
from said public utility  corporation,  in which event, the Tenant will, at
its own cost and expense,  furnish and install all risers,  service wiring,
and switches  that may be necessary for such  installation  and required by
the public utility company, and will, at its own cost and expense, maintain
and keep in good repair all such risers, wiring and switches.  Tenant shall
make  no  alterations  or  additions  to  the  electric   equipment  and/or
appliances  without the prior  written  consent of Owner in each  instance.
Rigid  conduit  only will be allowed.  If any tax is imposed  upon  Owner's
receipts  from the sale or resale of  electric  energy or gas or  telephone
service to Tenant by any  Federal,  State or  Municipal  Authority,  Tenant
covenants and agrees that where  permitted by law,  tenant's pro rata share
of such taxes shall be passed on to and included in the bill of and paid by
Tenant to Owner. Any sums due and payable to Owner under this Article shall
be collectible as Additional Rent.

     75. Intentionally Deleted.

     76.  Owner's  Work within the Demised  Premises  shall  consist of the
following:

          a.   Landlord shall deliver  Premises in  broom-clean  condition,
               "AS IS", with windows in reasonably operable condition.

     77.  Upon  completion  of  Tenant  construction  to alter  or  improve
interior  of Demised  Premises,  Tenant  shall  submit  copies of bills and
canceled checks paid for such work, which shall not include furnishings, to
Landlord.  Upon  Landlord's  verification of the validity of work completed
and bills and canceled checks submitted, Landlord will reimburse Tenant for
the cost of such work up to a maximum of $29,000.00.

     78.  Tenant  shall have the first right to lease,  from and after such
dates on which Tenant,  from time to time,  gives  Landlord  notice that it
wishes to lease  additional space pursuant to this first right to lease any
unencumbered  space which may become available on the 3rd or 5th floors, if
not  designated  by Landlord for  residential  use.  Landlord  shall not be
obligated to notify Tenant of such designation when it occurs.  Tenant must
exercise this right within twenty days of giving notice.

     79. Landlord  represents that Tenant shall have access to the Building
24 hours a day, 7 days a week.



                 LEASE MODIFICATION AND EXPANSION AGREEMENT

     This  Agreement  is dated as of October 1, 1997  between  FIFTH AVENUE
WEST ASSOCIATES, L.P., having an office at 13 East 16th Street, Suite #400,
New York,  New York 10003  ("Owner")  and  WEBGENESIS,  INC., a corporation
having  an  address  at 31 West  21st  Street,  New  York,  New York  10010
("Tenant").

                                  Recitals
                                  --------

     A. Owner is the current owner of the premises  having an address at 31
West 21st Street, New York, New York 10010 ("Building") .

     B.  Tenant  occupies  Suite #400 of the  Building  pursuant to a Lease
dated  January 14, 1997 between  FIFTH  AVENUE WEST  ASSOCIATES,  L.P.,  as
Owner, and WEBGENESIS, INC., as Tenant.

     C. The  Lease for  Suite  #400  provides  that it shall  terminate  on
January 31st, 2002 unless otherwise renewed or extended.

     D. Upon  payment  of Ten  ($10.00)  Dollars  by  Tenant to Owner,  the
receipt and  sufficiency of which is  acknowledged,  Owner and Tenant agree
that:

          1. The Lease shall be amended to provide  that, as of December 1,
1997, Suite #602 shall be added to the Demised Premises,  so that the first
page of the Lease  shall  read  "Owner  hereby  leases to Tenant and Tenant
hereby hires from Owner, Suite #400 and Suite #602."

          2. The terms of the Lease  Modification  and Expansion  Agreement
for Suite #602 shall expire on November 30, 1999 unless  sooner  terminated
pursuant to the provisions of the Lease.

          3. Article 41 ("Fixed Rent and Additional Rent") shall be amended
so that during the  Modification and Expansion Period from December 1, 1997
to November  30,  1999,  Tenant's  annual  Fixed Rent shall be increased by
$44,800.00,  representing charges applicable for Suite #602. All rent shall
be  paid on the  first  day of each  month  in  advance  in  equal  monthly
installments.

          4.  Article 29 ("Water  Charges")  and Art1cle 30  ("Sprinklers")
shall be amended so that  during the  Modification  and  Expansion  Period,
Tenant's  monthly  charges shall be increased by $30.00 each,  representing
the charges applicable for Suite #602.

          5.  Article 32  ("Security")  shall be  amended so that  Tenant's
security  deposit  for suites  #400 and #602 shall at all times be equal to
two months Fixed and Additional Rent.

          6.  Article  50 ("Legal  Requirements")  shall be amended so that
during the  Modification  and Expansion  Period,  Tenant's charges shall be
increased  by five  point  eight  percent  (5.8%),  representing  the share
applicable to Suite #602.

          7.  Article 70  ("Intercom")  shall be amended so that during the
Modification  and  Expansion  period,  Tenant's  monthly  charge  shall  be
increased by $10.00, representing the charge applicable to Suite #602.

          8. Article 71 ("Real Estate Tax Escalation") shall be amended for
the  Modification  and  Expansion  Period so that  "Tenant's  Proportionate
Share" shall be increased by five point eight percent (5.8%),  representing
the share applicable to Suite #602.

          9.  Owner  shall  deliver  Suite  #602 to Tenant  in  broom-clean
condition.

          10. Except as modified by this Agreement, all other provisions of
the Lease shall  continue as stated in the Lease for the  Modification  and
Expansion Period.

          11.  Except  as  modified  by this  Agreement,  Tenant  shall  be
required  to pay all  Additional  Rent as stated in the  Lease  during  the
Modification and Expansion Period.

          12. Execution of this Agreement by the Owner shall not constitute
a waiver of or consent to any default, breach or condition that might ripen
into a default  or breach  and Owner  preserves  any right or remedy it may
have against Tenant with respect thereto.

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





              /s/                                      /s/
---------------------------------              ----------------------------
FIFTH AVENUE WEST ASSOCIATES, L.P.             WEBGENESIS, INC.
BY STEVEN ALBERT, GENERAL PARTNER              BY:  (PLEASE PRINT)
                                               TITLE:   [illegible]
                                               NAME:    [illegible]





                  COMMERCIAL USE ONLY - NO LIVING ALLOWED
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