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Sample Business Contracts

New York-New York-489 Fifth Avenue Lease - 489 Fifth LLC and Pogo.com Inc.

Free Customizable Lease Forms

  • 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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                                                                            COPY
           ________________________________________________________         2/94

                          STANDARD FORM OF OFFICE LEASE
                     The Real Estate Board of New York, Inc.
           ---------------------------------------------------------

     Agreement of Lease, made as of this 25th day of May 2000, between 489 Fifth
LLC having an address c/o Tri-Realty  Management Corp., 275 Madison Avenue, 30th
Floor, New York, New York 10016 party of the first part, hereinafter referred to
as OWNER,  and Pogo.com Inc.  with an address at 489 Fifth Avenue,  New York, NY
10017 party of the second part, hereinafter referred to as TENANT,

     Witnesseth:  Owner  hereby  leases to Tenant and Tenant  hereby  hires from
Owner the entire  third floor in the  building  known as 489 Fifth Avenue in the
Borough of New York,  City of New York,  for the term of five years  (subject to
the terms set forth in the rider  attached  hereto)  (or until  such term  shall
sooner cease and expire as  hereinafter  provided) to commence on the  fifteenth
day of  June  two  thousand,  and to the  end on the  thirtieth  day of May  two
thousand and five both dates inclusive, at an annual rental rate of

                               See attached rider

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:

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

Occupancy: 2. Tenant shall use and occupy demised premises for

                     General and executive offices     and for no other purpose.


Tenant 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
non-structural  and  which  do not  affect  utility  services  or  plumbing  and
electrical  lines,  in or to the  interior  of the  demised  premises  by  using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations,  additions, installations or improvements, at its
expense,  obtain  all  permits,  approvals  and  certificates  required  by  any
governmental or quasi-governmental  bodies and (upon completion) certificates of
final  approval  thereof  and  shall  deliver  promptly  duplicates  of all such
permits, approvals and certificates to Owner and 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 payment or filing the bond required by law. 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 as 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  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 may be removed from
the premises by Owner, at Tenant's expense.

Maintenance and Repairs:

     4. Tenant shall,  throughout the term of this lease,  take good care of the
demised  premises and the fixtures and  appurtenances  therein.  Tenant shall be
responsible  for all damage or injury to the demised  premises or any other part
of the  building  and  the systems  and  equipment  thereof,  whether  requiring
structural or  nonstructural  repairs caused by or resulting from  carelessness,
omission,  neglect or improper  conduct of Tenant, Tenant's subtenants,  agents,
employees, invitees or licensees, or which arise out of any work, labor, service
or equipment  done for or supplied to Tenant or any  subtenant or arising out of
the installation, use or operation of the property or equipment of Tenant or any
subtenant.  Tenant  shall also repair all damage to the building and the demised
premises  caused by the moving of Tenant's  fixtures,  furniture and  equipment.
Tenant  shall  promptly  make,  at Tenant's  expense,  all repairs in and to the
demised premises for which Tenant is responsible,  using only the contractor for
the  trade  or  trades  in  question,  selected  from a  list  of at  least  two
contractors  per trade  submitted  by  Owner.  Any  other  repairs  in or to the
building or the facilities  and systems  thereof for which Tenant is responsible
shall be performed by Owner at the Tenant's expense.  Owner shall 1. maintain in
good working  order and repair the exterior and the  structural  portions of the
building,  including the structural  portions of its demised  premises,  and the
public portions of the building interior and the building plumbing,  electrical,
heating and  ventilating  systems (to the extent such systems  presently  exist)
serving  the  demised  premises.  Tenant  agrees  to give  prompt  notice of any
defective  condition  in  the  premises  for  which  Owner  may  be  responsible
hereunder.  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 others  making  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.  It is
specifically agreed that Tenant shall not be entitled to any setoff or reduction
of rent by reason of any failure of Owner to comply with the  covenants  of this
or any other  article of this Lease.  Tenant agrees that Tenant's sole remedy at
law in such  instance  will be by way of an action  for  damages  for  breach of
contract.  The  provisions of this Article 4 shall not apply in the case of fire
or other casualty which are dealt with in Article 9 hereof.

Window Cleaning:

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

Requirements  of Law, Fire Insurance, Floor Loads:

     6.  Prior to the  commencement  of the  lease  term,  if  Tenant is then in
possession,  and at all times  thereafter,  Tenant,  at  Tenant's  sole cost and
expense,  shall  promptly  comply with all present and future  laws,  orders and
regulations of all state, federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer  pursuant to law,
and  all  orders,   rules  and  regulations  of  the  New  York  Board  of  Fire
Underwriters,  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,
(including  Tenant's  permitted use) or, with respect to the building if arising
out of Tenant's use or manner of use of the premises or the building  (including
the use permitted under the lease).  Nothing herein shall require Tenant to make
structural repairs or alterations unless Tenant has, by its manner of use of the
demised  premises  or method  of  operation  therein,  violated  any such  laws,
ordinances,  orders,  rules,  regulations or requirements  with respect thereto.
Tenant may, after securing Owner to
<PAGE>

     Owner's satisfaction against all damages, interest, penalties and expenses,
including, but not limited to, reasonable attorney's fees, by cash deposit or by
surety  bond in an amount and in a company  satisfactory  to Owner,  contest and
appeal any such laws,  ordinances,  orders,  rules,  regulations or requirements
provided same is done with all  reasonable  promptness and provided same is done
with all reasonable  promptness and provided such appeal shall not subject Owner
to prosecution for a criminal offense or constitute a default under any lease or
mortgage  under which Owner may be obligated,  or cause the demised  premises or
any part thereof to be  condemned or vacated.  Tenant shall not do or permit any
act or thing to be done in or to the demised  premises which is contrary to law,
or which will invalidate or be in conflict with public liability,  fire or other
policies of  insurance  at any time  carried by or for the benefit of Owner with
respect to the demised  premises or the  building of which the demised  premises
form a part,  or  which  shall  or  might  subject  Owner  to any  liability  or
responsibility  to any  person or for  property  damage.  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
or other authority  having  jurisdiction,  and then only in such manner and such
quantity to as not to increase  the rate for fire  insurance  applicable  to the
building,  nor use the  premises in a manner which will  increase the  insurance
rate for the building or any property  located therein over that in effect prior
to the commencement of Tenant's occupancy. Tenant shall pay all costs, expenses,
fines,  penalties,  or  damages,  which may be  imposed  upon Owner by reason of
Tenant's  failure to comply with the provisions of this article and if by reason
of such failure the fire insurance rate shall, at the beginning of this lease or
at any time thereafter,  be higher than it otherwise would be, then Tenant shall
reimburse  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. 2. In any action or proceeding  wherein Owner
and Tenant are  parties,  a schedule or  "make-up"  of rate for the  building or
demised premises issued by the New York Fire Insurance  Exchange,  or other body
making fire  insurance  rates  applicable to said  premises  shall be conclusive
evidence of 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 is 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  of  subordination  shall  be  required  by  any  ground  or
underlying lessor or by any mortgagee, affecting any lease or the real property,
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute  promptly any certificate  that Owner may
request.


Property Loss, Damage Reimbursement Indemnity:

     8. Owner or its agents  shall nor be liable for any damage to  property  of
Tenant or of others  entrusted to employees of the building,  nor for loss of or
damage to any  property of Tenant by theft or  otherwise,  nor for any injury or
damage to persons or property  resulting  from any cause of  whatsoever  nature,
unless  caused by or due to the  negligence  of Owner,  its agents,  servants or
employees.  Owner or its agents will not be liable for any such damage caused by
other  Tenant's  or  persons  in,  upon or about  said  building  or  caused  by
operations in  construction  of any private,  public or quasi public work. If at
any time any windows of the demised premises are temporarily closed, darkened or
bricked up (or permanently  closed,  darkened or bricked up, if required by law)
for any reason whatsoever including,  but not 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 nor  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  attorneys fees, paid, suffered or incurred as a result of any breach
by Tenant, Tenant's agents, contractors,  employees,  invitees, or licensees, of
any covenant or  condition of this lease,  or the  carelessness,  negligence  or
improper  conduct  of  the  Tenant,  Tenant's  agents,  contractors,  employees,
invitees or licensees.  Tenant's  liability under this lease extends to the acts
and omissions of any 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 and Other Casually:

     9. (a) If the demised premises or any part thereof shall be damaged by fire
or other casualty,  Tenant shall give immediate notice thereof to 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 and other  items of  additional  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 and other  items of  additional  rent as
hereinafter  expressly provided 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 (or sooner reoccupied in part by Tenant
then rent shall be apportioned as provided in subsection (b) above),  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 further or (whether or not
the demised  premises are damaged in whole or in part) if the building  shall be
to damaged that 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,  or 30 days after
adjustment  of the  insurance  claim for such  fire or  casualty,  whichever  is
sooner, specifying a date for the expiration of the lease, which date shall


       Rider to be added If necessary

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 Landlord's  rights and remedies  against Tenant
under the lease  provisions  in effect prior to such  termination,  and any rent
owing  shall be paid up to such  date and any  payments  of rent  made by Tenant
which were on account of any period subsequent to such date shall be returned to
Tenant.  Unless Owner shall serve a  termination  notice as provided for herein,
Owner shall make the repairs and  restorations  under the  conditions of (b) and
(c) hereof, with all reasonable expedition,  subject to delays due to adjustment
of insurance claims, labor troubles and causes beyond 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  moveable  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. 3. (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,
including Owner's obligation to restore under subparagraph (b) above, 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  with respect to  subparagraphs  (b),  (d), and (e) above,
against  the other or any one  claiming  through or under each of them by way of
subrogation  or otherwise.  The release and waiver  herein  referred to shall be
deemed  to  include  any loss or damage to the  demised  premises  and/or to any
personal  property,  equipment,  trade fixtures,  goods and merchandise  located
therein.  The  foregoing  release  and  waiver  shall be in  force  only if both
realtors'   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 Domain:

     1O. If the whole or any part of the demised  premises  shall be acquired or
condemned by Eminent Domain for any public or quasi public use or purpose,  then
and in that event,  the term of this lease shall  cease and  terminate  from the
date of title vesting in such  proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease and assigns to Owner,  Tenant's entire
interest in any such award.  Tenant shall have the right to make an  independent
claim to the condemning  authority for the value of Tenant's moving expenses and
personal  property,  trade fixtures and equipment,  provided  Tenant is entitled
pursuant to the terms of the lease to remove such  property,  trade  fixture and
equipment at the end of the term and provided further such claim does not reduce
Owner's award.

Assignment, Mortgage, Etc.:

     11. Tenant, for itself, its heirs, distributees, executors, administrators,
legal representative,  successor 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  or the  majority  partnership interest  of a
partnership 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 Current:

     12. Rates and conditions in respect to submetering  or rent  inclusion,  as
the case may be, 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   feeders  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 Premises:

     13.  Owner or  Owner's  agents  shall  have the  right  (but  shall  not be
obligated) to enter the demised  premises in any  emergency at anytime,  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 the demised  premises or to any other  portion of the  building or
which Owner may elect to perform.  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 they are  concealed  within the walls,
floor,  or ceiling.  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

<PAGE>

same to  prospective  Tenants. If Tenant  is not  present  to open and permit an
entry into the  demised  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.

Vault, Vault Space, Area:

     14. No Vaults, vault space or area, whether or not enclosed or covered, not
within the property line of the building is leased hereunder, anything contained
in or  indicated  on any  sketch,  blue  print or plan,  or  anything  contained
elsewhere  in  this  lease  to the  contrary  notwithstanding.  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
abasement of rent,  nor shall such  revocation,  diminuition  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.

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.

Bankruptcy:

     16. (a) Anythng  elsewhere in this lease to the  contrary  notwithstanding,
this  lease may be  cancelled  by Owner by the  sending  of a written  notice to
Tenant  within a reasonable  time after the  happening of any one or more of the
following events: (1) the commencement of a case in bankruptcy or under the laws
of any state  naming  Tenant as the  debtor:  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
possession of the premises  demised but shall  forthwith  quit and surrender the
premises.  If this lease  shall be assigned in  accordance  with its terms,  the
provisions of this Article 16 shall be applicable  only to the party then owning
Tenant's interest in this lease.

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

Default:

     17. (1) If Tenant defaults in fulfilling any of the covenants of this lease
other than the covenants  for the payment of rent or additional  rent; or if the
demised  premises  become vacant or deserted:  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 this
lease be rejected under ss 235 of Title 11 of the U.S. Code  (bankruptcy  code);
or if Tenant shall fail to move into or take  possession of the premises  within
thirty (30) days after the commencement of the term of this lease,  then, in any
one or more of such  events,  upon  Owner  serving a written  fifteen  (15) days
notice upon Tenant specifying the nature of said default and upon the expiration
of said fifteen  (15) days, if Tenant shall have failed to comply with or remedy
such  default,  or if the said default or omission  complained  of shall be of a
nature that the same cannot be completely  cured or remedied within said fifteen
(15) day period,  and if Tenant shall not have diligently  commenced curing such
default  within such  fifteen  (15) 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  five (5) days'  notice of  cancellation  of this
lease upon Tenant,  and upon the expiration of said five (5) days this lease and
the term  thereunder  shall end and  expire as fully  and  completely  as if the
expiration of such five (5) 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
term shall expire as  aforesaid;  or if Tenant shall make default in the payment
of the rent reserved herein or any item of additional  rent herein  mentioned or
any part of either or in making any other payment herein  required:  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 and remove their effects and hold the premises as if this lease had not
been  made,  and Tenant  hereby  waives the  service of notice of  intention  to
re-enter or to  institute  legal  proceedings  to that end. If Tenant shall make
default  hereunder prior to the date fixed as the commencement of any renewal or
extension  of this  lease,  Owner may  cancel  and  terminate  such  renewal  or
extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:

     18. In case of any such default, re-entry,  expiration and/or dispossess by
summary  proceedings  or other wise, (a) the 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,  and/or (c) Tenant or the legal  representatives
of Tenant shall alto pay Owner as  liquidated  damages for the fallure of Tenant
to observe and perform said Tenant's covenants herein contained,  any deficiency
between  the  rent  hereby  reserved  and/or  covenanted  to be paid and the net
amount,  if any, of the rents collected on account of the lease or leases of the
demised  premises  for each  month of the  period  which  would  otherwise  have
constituted  the  balance  of the term of this  lease.  The  failure of 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,  reasonable attorneys fees, brokerage,
advertising and for keeping the demised  premises an good order or for preparing
the same for re-letting.  Any such  liquidated  damages shall be paid in monthly
installments  by Tenant  on the rent day  specified  in this  lease and any suit
brought  to  collect  the  amount  of the  deficiency  for any  month  shall not
prejudice  in any way the  rights of 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, as Owner's  option,  make
such  alterations,  repairs,  replacements,  and/or  decorations  in the demised
premises as Owner, in Owner's sole judgement,  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 nor 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  reletting,  and 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 as
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 in the event of Tenant being evicted or dispossessed  for
any cause, or in the event of Owner obtaining possession of demised premises, by
reason of the violation by Tenant of any of the covenants and conditions of this
lease, or otherwise. 4.

Fees and Expenses:

     19. If Tenant shall default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed  under or by virtue of any
of the  terms or  provisions  in any  article  of this  lease,  after  notice if
required and upon expiration of any applicable  grace period if any,  (except in
an emergency),  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  reasonable  attorneys'  fees,  in  instituting,
prosecuting  or  defending  any action or  proceeding,  and prevails in any such
action or proceeding  then Tenant will reimburse  Owner for such sums to paid or
obligations 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 ten (l0) 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 Alterations and Management:

     20. Owner shall have the right at any time without the same constituting an
eviction  and  without  incurring  liability  to Tenant  therefor  to change the
arrangement and/or location of public entrances,  passageways,  doors, doorways,
corridors,  elevators, stairs, toilets or other public parts of the building and
to change the name,  number or  designation  by which the building may be known.
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  Tenants  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
such  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 by Owner:

     21.  Neither  Owner nor  Owner's  agents have made any  representations  or
promises with respect to the physical  condition of the building,  the land upon
which it is erected or the  demised  premises,  the rents,  leases,  expenses of
operation  or any other  matter or thing  affecting  or related to the  premises
except as herein  expressly  set forth and no rights,  easements or licenses are
acquired by Tenant by implication or otherwise  except as expressly set forth in
the provisions of this lease.  Tenant has inspected the building and the demised
premises and is thoroughly  acquainted  with their  condition and agrees to take
the same "as is" and  acknowledges  that the taking of possession of the demised
premises by Tenant shall be  conclusive  evidence that the said premises and the
building of which the same form a part were in good and  satisfactory  condition
at the time such  posseision  was to 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
<PAGE>

hereafter made shall be ineffective  to change,  modify,  discharge or effect an
abandonment  of it in whole or in part.  unless such  executory  agreement is in
writing  and  signed  by the  party  against  whom  enforcement  of the  change,
modification, discharge or abandonment is sought.

End of Term:

     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.  Tenant's obligation to observe or perform this covenant shall
survive the expiration or other  termination  of this lease.  If the last day of
the term of this Lease or any renewal thereof, falls on Sunday, this lease shall
expire at noon on the preceding  Saturday  unless it be a legal holiday in which
case it shall expire at noon on the preceding business day.

Quiet Enjoyment:

     23. Owner covenants and agrees with Tenant that upon Tenant paying the rent
and additional  rent and observing and  performing all the terms,  covenants and
conditions, on Tenant's part to be observed and performed,  Tenant may peaceably
and quietly enjoy the premises hereby  demised,  subject,  nevertheless,  to the
terms and  conditions of this lease  including,  but not limited to,  Article 31
hereof and to the ground leases,  underlying  leases and mortgages  hereinbefore
mentioned.

Failure to Give Possession:

     24. If Owner is unable to give  possession  of the demised  premises on the
date of the  commencement  of the term hereof,  because of the  holding-over  or
retention  of  possession  of any tenant,  undertenant  or  occupants  or if the
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 been
procured 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
wise to extend the term 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  construction)  until after Owner shall have given Tenant
written  notice  that  the  Owner is able to  deliver  possession  in  condition
required  by this  lease.  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 possession  and/or occupancy shall
be deemed to be under all the terms,  covenants,  conditions  and  provisions of
this lease except the  obligation  to pay the fixed annual rent set forth in the
preamble  to this  lease.  The  provisions  of  this  article  are  intended  to
constitute "an express  provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law. 5.

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 of 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  and/or  additional  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. No act or thing done by Owner
or Owner's  agents during the term hereby  demised shall be deemed an acceptance
of a surrender of said premises, and no agreement to accept such surrender shall
be valid  unless in writing  signed by 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 Trial by Jury:

     26.  It is  mutually  agreed  by and  between  Owner  and  Tenant  that the
respective  parties  hereto  shall and they hereby do waive trial by jury in any
action  proceeding  or  counterclaim  brought  by either of the  parties  hereto
against the other (except for personal injury or property damage) on any matters
whatsoever  arising  out  of or in  any  way  connected  with  this  lease,  the
relationship of 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 proceeding or action for
possession including a summary proceeding for possession of the premises, Tenant
will not interpose any  counterclaim  of whatever  nature or  description in any
such  proceeding  including a counterclaim  under Article 4 except for statutory
mandatory counterclaims.

Inability to Perform:

     27.  This  Lease and the  obligation  of Tenant to pay 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 supply or is
delayed in  supplying  any service  expressly  or impliedly 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,
fixtures,  or other  materials if Owner is prevented or delayed from to doing by
reason of strike or labor troubles or any cause  whatsoever  including,  but not
limited to,  government  preemption  or  restrictions  or by reason of any rule,
order or regulation of any department or  subdivision  thereof of any government
agency or by reason of the  conditions  which have been or are affected,  either
directly or indirectly, by war or other emergency.

Bills and Notices:

     28. Except as otherwise in this lease provided, a bill,  statement,  notice
or communication which Owner may desire or be required to give to Tenant,  shall
be deemed  sufficiently given or rendered  if, in writing,  delivered  to Tenant
personally or sent by registered or certified mail addressed to Tenant at the

       Rider to be added if necessary.

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,  and 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.

Services Provided by Owners:

     29. As long as Tenant is not in default  under any of the covenants of this
lease beyond the applicable  grace period  provided in this lease for the curing
of such defaults,  Owner shall  provide:  (a) necessary  elevator  facilities on
business days from 8 a.m. to 6 p.m. and have one elevator subject to call at all
other times;  (b) heat to the demised  premises  when and as required by law, on
business days from 8 a.m. to 6 p.m.; (c) water for ordinary  lavatory  purposes,
but if  Tenant  uses or  consumes  water for any other  purposes  or no  unusual
quantities  (of which fact Owner shall be the sole  judge),  Owner may install a
water  meter as Tenant's  expense  which  Tenant  shall  thereafter  maintain at
Tenant's  expense  in good  working  order and  repair to  register  such  water
consumption  and Tenant  shall pay for water  consumed as shown on said meter as
additional  rent as and when bills are  rendered;  (d) cleaning  service for the
demised  premises on business days at owners expense  provided that the same are
kept in order by Tenant.  If,  however,  said  premises  are to be kept clean by
Tenant,  it shall  be done at  Tenant's  sole  expense,  in a manner  reasonably
satisfactory  to Owner and no one other than persons  approved by Owner shall be
permitted  to enter said  premises or the  building of which they are a part for
such  purpose.  Tenant  shall pay Owner the cost of removal  of any of  Tenant's
refuse and rubbish from the building;  (e) If the demised  premises are serviced
by Owners air  conditioning/cooling  and ventilating  system,  air conditioning/
cooling  will be furnished  to tenant from May 15th  through  September  30th on
business days (Mondays through Fridays, holidays excepted) from 8:00 am. to 6:00
p.m.,  and  ventilation  will be furnished on business days during the aforesaid
hours except when air  conditioning/cooling  is being furnished as aforesaid. If
Tenant requires air  conditioning/cooling or ventilation for more extended hours
or on Saturdays,  Sundays or on holidays, as defined under Owner's contract with
Operating  Engineers  Local  94-94A,  Owner will  furnish  the same at  Tenant's
expense.  RIDER  to be  added  in  respect  to  rates  and  conditions  for such
additional  service;  (f)  Owner  reserves  the  right to stop  services  of the
heating,  elevators,  plumbing,  air-conditioning,  electric,  power  systems or
cleaning or other services,  if any, when necessary by reason of accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment of Owner for as long as may be reasonably  required by reason  thereof,
If the  building  of which the demised  premises  are a part  supplies  manually
operated  elevator service,  Owner at any time may substitute  automatic control
elevator  service and proceed  diligently with  alterations  necessary  therefor
without in any wise affecting this lease or the obligation of Tenant hereunder.

Captions:

     30. 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 provisions thereof.

Definitions:

     31. The term "office", or "offices", wherever used in this lease, shall not
be  construed  to mean  premises  used as a store  or  stores,  for the  sale or
display,  at any time,  of goods,  wares or  merchandise,  of any kind,  or as a
restaurant,  shop,  booth,  bootblack or other stand,  barber shop, or for other
similar  purposes or for  manufacturing.  The term  "Owner"  means a landlord or
lessor,  and as used in this lease  means only the owner,  or the  mortgagee  in
possession, for the time being of the land and building (or the owner of a lease
of the building or of the land and building) of which the demised  premises form
a part,  so that in the event of any sale or sales of said land and  building or
of said lease,  or in the event of a lease of said building,  or of the land and
building,  the said 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,  as 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 "business days" as used in this lease shall exclude Saturdays,
Sundays  and all days as 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. Wherever it is expressly provided in this
lease that consent shall not be unreasonably withheld, such consent shall not be
unreasonably delayed.

Adjacent Excavation Shoring:

     32. If an excavation  shall be made upon adjacent to the demised  premises,
or shall be authorized to be made,  Tenant shall afford to the person causing or
authorized to cause such excavation,  license to enter upon the demised premises
for the  purpose  of doing such work as 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 Regulations:

     33.  Tenant  and  Tenant's  servants,   employees,  agents,  visitors,  and
licensees  shall observe  faithfully,  and comply  strictly  with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as 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 to the
New York office of the American  Arbitration  Association,  whose  determination
shall be final and conclusive upon the parties hereto.  The right to dispute the
reasonableness  of any additional Rule or Regulation upon Tenant's part shall be
deemed  waived  unless the same  shall be  asserted  by service of a notice,  in
writing upon Owner within fifteen (15) days after the giving of notice  thereof.
Nothing
<PAGE>

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.

Security:

     34. Tenant has deposited  with Owner the sum of $110,000.00 as security for
the faithful  performance and observance by Tenant of the terms,  provisions and
conditions  of this  lease;  it is agreed that in the event  Tenant  defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not  limited  to, the payment of rent and  additional  rent,  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  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 at 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

      Space to be filled in or deleted.

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.

Estoppel Certificate:

         35. Tenant,  at any time, and from time to time, upon as 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  and in full force and effect (or, if
there  have been  modifications,  that the same as 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.

Successors and Assigns:

         36. The covenants,  conditions  and agreements  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.  Tenant  shall look only to
Owners estate and interest in the land and  building,  for the  satisfaction  of
Tenant's  remedies for the collection of a judgment (or other judicial  process)
against  Owner in the  event of any  default  by Owner  hereunder,  and no other
property or assets of such Owner (or any  partner,  member,  officer or director
thereof, disclosed or undisclosed), shall be subject to levy, execution or other
enforcement  procedure for the  satisfaction of Tenant's  remedies under or with
respect  to this  lease,  the  relationship  of Owner and Tenant  hereunder,  or
Tenant's use and occupancy of the demised premises.


In Witness Whereof,  Owner and Tenant have  respectively  signed and sealed this
lease as of the day and year first above written.

                                      489 Fifth LLC


Witness for Owner:                       By:  /s/ Kenneth Grant
                                             -----------------------------------
                                              Name: Kenneth Grant
                                              Title: Pres.
---------------------------------        ---------------------------------------
                                         Pogo.com Inc.


Witness for Tenant;                      By:   /s/ Mark Mitchell
                                              ----------------------------------
                                              Name: Mark Mitchell
                                              Title: Senior Vice Pres.
---------------------------------        ---------------------------------------

                                          LINDA GREENBERG
                                   NOTARY PUBLIC STATE OF NEW YORK
                                             NO. 4707597
                                      QUALIFIED IN NASSAU COUNTY
                                  COMMISSION EXPIRES APRIL 30, 2001


                                ACKNOWLEDGEMENTS


CORPORATE OWNER
STATE OF NEW YORK,   ss.:
County of

     On this______________ day of _____________, 19__, before me personally came
to me known,  who being by me duly sworn,  did depose and say that he resides in
____________________  that he is the ________________ of  _________________  the
corporation described in and which executed the foregoing instrument.  an OWNER;
that he knows the seal of said corporation;  the seal affixed to said instrument
is such  corporate  seal;  that it was so  affixed  by  order  of the  Board  of
Directors  of said  corporation,  and that he signed  his name  thereto  by like
order.

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

INDIVIDUAL OWNER
STATE OF NEW YORK,   ss.:
County of

     On this ________ day of _______________, 19__, before me personally came to
be known and known to me to be the  individual  described  in and who, as OWNER,
executed the foregoing  instrument and  acknowledged  to me that he executed the
same.

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



CORPORATE TENANT
STATE OF NEW YORK    ss.:
County of New York

     On this 25th day of May,  2000 before me personally  came to me known,  who
being by me duly sworn, did depose and say that he resides in _________________;
that he is the Senior VP of  Pogo.com,  the  corporation  described in and which
executed the  foregoing  instrument,  as TENANT;  that he known the seal of said
corporation; the seal affixed to said instrument is such corporate seal; that it
was so affixed by order of the Board of Directors of said corporation,  and that
he signed his name thereto by like order.



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


     On this ___________ day of ______________,  19__, before me personally came
to be  known  and  known to me to be the  individual  describcd  in and who,  as
TENANT,  executed  the  foregoing  instrument  and  acknowledged  to me  that he
executed the same.

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

<PAGE>



                                    GUARANTY

     FOR VALUE RECEIVED and in consideration  for, and as an inducement to Owner
making the within lease with Tenant the undersigned guarantees to Owner, Owner's
successors  and  assigns,  the  full  performance  and  observance  of  all  the
covenants,  conditions  and  agreements,  therein  provided to be performed  and
observed by Tenant,  including the "Rules and Regulations" as therein  provided,
without requiring any notice of non-payment,  non-perfomance, or non-observance,
or proof, or notice, or demand,  whereby to charge the undersigned  therfor, all
of which the undersigned  hereby  expressly waives and expressly agrees that the
validity of this agreement and the obligations of the guarantor  hereunder shall
in no wise be  terminated,  affected or impaired by reason of the  assertion  by
Owner  against  Tenant of any of the  rights  or  remedies  undersigned  further
covenants and agrees that this guaranty  shall remain and continue in full force
and effect as to any renewal, modification or extension of this lease and during
any period when Tenant is occupying  the premises as a "statutory  tenant." As a
further  inducement  to Owner to make this lease and in  consideration  thereof,
Owner and the  undersigned  covenant and agree that in any action or  proceeding
brought by either Owner or the undersigned covenant and agree that in any action
or proceeding  brought by either Owner or the  undersigned  against the other on
any matters  whatsoever arising out of, under, or by virtue of the terms of this
lease or of this guarantee that Owner and the  undersigned  against the other on
any matters  whatsoever arising out of, under, or by virtue of the terms of this
lease or of this  guarantee that Owner and the  undersigned  shall and do hereby
waive trial by jury.

Dated: ______________________________ 19__

-------------------------------------
Guarantor

-------------------------------------
Witness

-------------------------------------
Guarantor's Residence

-------------------------------------
Business Address

-------------------------------------
Firm Name


STATE OF NEW YORK                )  ss.:

COUNTY OF                        )

On this  _____________ day of  _______________,  19__, before me personally came
_____________________________  to me known and known to me to be the  individual
described in, and who executed the  foregoing  Guaranty and  acknowledged  to me
that he executed the same.

------------------------------------
           Notary

                            IMPORTANT -- PLEASE READ

            RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS
                      LEASE IN ACCORDANCE WITH ARTICLE 33.

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  desingated 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
purpose 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 building by reason of noise, odors, and/or vibrations,
or interfere in any way with other  Tenants or those  having  business  therein,
nor shall any bicycles,  vehicles,  animals,  fish, or birds be kept in or about
the building 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,  painted 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 premise 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 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 by 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 an interlining of builder's  deadening felt shall be first
affixed to the floor, by a paste or other material,  soluble in water,  the use
of cement or other similar adhesive material being expressly prohibited.

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 an  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 or which these Rules and Regulations are a part.

9.  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 all persons who do not
present a pass to the building  signed by Owner.  Owner will  furnish  passes to
persons  for whom any 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.  Tenant  shall not have a claim  against
Owner by reason of Owner  excluding  from the  building  any person who does not
present such pass.

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 building  for offices,  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, explosive, or hazardous fluid, material,
chemical  or  substance,  or cause or  permit  any  odors  of  cooking  or other
processes,  or any  unusual  or other  objectionable  odors to  permeate  in  or
emanate from the demised premises.

13. If the building  contains central air  conditioning and ventilation,  Tenant
agrees  to keep all  windows  closed  at all times and to abide by all rules and
regulations  issued by Owner with respect to such services.  If Tenant  requires
air conditioning or ventilation after the usual hours,  Tenant shall give notice
in  writing to the  building  superintendent  prior to 3:00 p.m.  in the case of
services  required on week days,  and prior to 3:00 p.m. on the day prior in the
case of after hours  service  required on weekends or on holidays.  Tenant shall
cooperate with Owner in obtaining maximum effectiveness of the cooling system by
lowering the closing  venetian  blinds and/or drapes and curtains when the sun's
rays fall directly on the windows of the demised premises.

14. Tenant shall not move any safe,  heavy  machinery,  heavy  equipment,  bulky
matter,  or fixtures into or out of the building  without  Owner's prior written
consent. If such safe, machinery,  equipment,  bulky matter or fixtures requires
special  handling,  all  work in  connection  therewith  shall  comply  with the
Administrative  Code of the City of New York and all other laws and  regulations
applicable thereto and shall be done during such hours as Owner may designate.

15. Refuse and Trash. (1) Compliance by Tenant.  Tenant covenants and agrees, at
its sole cost and expense,  to comply with all present and future laws,  orders,
and  regulations  of all  state,  federal,  municipal,  and  local  governments,
departments,   commissions  and  boards   regarding  the  collection,   sorting,
separation and recycling of waste products,  garbage,  refuse and trash.  Tenant
shall sort and separate such waste products, garbage, refuse and trash into such
categories  as  provided  by law.  Each  separately  sorted  category  of  waste
products,  garbage,  refuse and trash  shall be placed in  separate  receptacles
reasonably approved by Owner. Such separate  receptacles may, at Owner's option,
be removed from the demised  premises in accordance  with a collection  schedule
prescribed by law.  Tenant shall remove,  or cause to be removed by a contractor
acceptable  to  Owner,  at  Owner's  sole  discretion,  such  items as Owner may
expressly designate. (2) Owner's Rights in Event of Noncompliance. Owner has the
option to refuse to collect  or accept  from  Tenant  waste  products,  garbage,
refuse or trash (a) that is not  separated  and sorted as required by law or (b)
which  consists  of such items as Owner may  expressly  designate  for  Tenant's
removal,  and to require Tenant to arrange for such  collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay
all costs, expenses,  fines,  penalties, or damages that may be imposed on Owner
or Tenant by reason of Tenant's  failure to comply with the  provisions  of this
Building  Rule 15, and,  at Tenant's  sole cost and  expense,  shall  indemnity,
deferred and hold Owner harmless (including reasonable legal fees and expenses),
from and against any actions,  claims and suits arising from such noncompliance,
utilizing counsel reasonably satisfactory to Owner.

Address

Premises
================================================================================

                                       To

================================================================================
                                STANDARD FORM OF

                                  OFFICE LEASE

                    The Real Estate Board of New York, Inc.
                     Copyright 1994. All rights Reserved.
                         Reproduction in whole or in
                               part prohibited.
================================================================================
Dated                      19

Rent Per Year


Rent Per Month



Term
From
To

Drawn by ____________________________________________________________________

Checked by __________________________________________________________________

Entered by __________________________________________________________________

Approved by _________________________________________________________________

================================================================================
<PAGE>


                         INSERTS TO OFFICE LEASE BETWEEN
                        489 FIFTH, LLC AND POGO.COM INC.
                    FOR PREMISES LOCATED ON THE 3RD FLOOR OF
                      489 FIFTH AVENUE~ NEW YORK, NEW YORK
                      ------------------------------------

1.     , at Owners expense

2.     , provided, however, that notwithstanding the foregoing, Tenant shall not
       be  liable  or  required  to pay any  amount  whatsoever  with  regard to
       conditions  that were in  existence  when Tenant took  possession  of the
       demised premises.

3,     if Owner has kept  Tenant  reasonably  informed  regarding  the  progress
       toward  being  substantially  ready  to  as  to  enable  Tenant  to  make
       reasonable arrangements regarding temporary space it may have taken

4,     Notwithstanding   anything  hereinto  the  contrary,  Owner  shall   make
       reasonable commercial efforts to relet the demised premises.

5.     If owner has not tendered possession of the demised premises to Tenant on
       or before  September  15,  2000,  Tenant may cancel this Lease by written
       notice to Owner which cancellation  shall  be  effective  immediately and
       in such event Owner shall  immediately  return to Tenant all amounts paid
       by Tenant.


<PAGE>

                         Rider To Lease Dated May, 2000,
                          Between 489 Fifth LLC, Owner,
                            and Pogo.com Inc., Tenant
                            ------------------------


         37.  Conflicts.  In the  event  of any  conflict  between   any  of the
provisions of this Rider and any of the provisions,  printed or typewritten,  of
the printed portion of this lease, the provisions of this Rider shall control.

         38. As Is.  (a)  Notwithstanding  any  provision  of this  lease to the
contrary,  Tenant shall accept possession of the demised premises "AS IS" on the
date the term of this lease shall commence and Owner shall have no obligation to
furnish,  render or supply  any work,  labor,  services,  equipment,  materials,
decorations,  furniture  or  fixtures  to make  the  demised  premises  ready or
suitable for Tenant's use or occupancy, except that Owner shall, at its expense,
in a building  standard manner,  using building standard  materials,  as soon as
practicable  after the  existing  tenant  vacates  and  surrenders  the  demised
premises, perform the following work ("Owner's Work"):

                  1. Clean window sills and window blinds and

                  2. Paint and carpet entire premises.

         (b) The annual  fixed rent under  this  lease  (which  amount  includes
$16,500.00  per annum in respect of  electric  energy  furnished  to the demised
premises) shall be $264,000 per annum from June 15, 2000 through May 30, 2005.

         (c) Prepayment of Rent.  Tenant shall pay two and one-half months rent,
including electric, ($55,000) upon the execution and delivery of this Lease. The
payment made by Tenant on the date of execution  shall be credited on a pro-rata
basis  against the rent  payment for the first two and one-half  months.  Tenant
shall pay the remaining  prorated portion,  if any, of the third month's rent on
or before the first day of such month. A prorated monthly  installment  shall be
paid if the Term of this Lease  terminates on a day other than the last day of a
month.

         (d) Early Termination. Should the Lease terminate for any reason before
May 30, 2005, Tenant shall pay to Owner the unamortized  portion of the costs of
(i) Owner's  work done in or to Demised  Premises at any time during the term of
the Lease including any such work done at the commencement of the Term, (ii) any
commissions  paid by Owner with respect to this Lease,  and (iii) all legal fees
incurred by owner with respect to this Lease.


         39. Real Estate Taxes. (a) For the purpose of this Article:

                                    (i) The term "Taxes" shall mean (1) the real
estate taxes, vault charges,  assessments and special assessments imposed on the
building  and/or the land on which the building is erected  (excluding  business
improvement  district  charges)  and (2)  any  expenses  incurred  by  Owner  in
contesting the same. If at any time during the term of this lease the methods of
taxation  prevailing  on the date hereof shall be altered to that in lieu of, or
as an addition  to, or as a  substitute  for, the whole or any part of such real
estate taxes, vault charges,  assessments and special assessments now imposed on
real estate, there shall be levied,  assessed and imposed (x) a tax, assessment,
levy, imposition, license fee or charge wholly or partially as a capital levy or
otherwise  on  the rents  received  therefrom,  or (y) any other  additional  or
substitute  tax,  assessment,  levy,  imposition,  fee or charge,  then all such
taxes, assessments,  levies, impositions,  fees or charges shall be deemed to be
included within the term "Taxes" for the purposes  hereof.  Real Estate taxes do
not include any payment measured by Landlord's  revenue or profit,  nor interest
or penalties on taxes.

                                    (ii) The term "Base Tax Year' shall mean the
Tax Year ending June 30, 2001. The first increase shall be July 1, 2001.

                                    (iii) The term  "Base  Tax"  shall  mean the
Taxes for the Base Tax Year.

                                    (iv)  The  term  "BID  Charges"  shall  mean
business improvement district charges imposed on the building and/or the land on
which the building is erected,  and any expenses incurred by Owner in contesting
the same.

                                    (v) The  term  "Tax  Year"  shall  mean  the
period of 12 calendar months beginning July 1st.

                                    (vi) The term  "Tenant's  Share"  shall mean
3.67 percent.

                    (b) (i) If the Taxes for any Tax Year shall  exceed the Base
Tax,  Tenant  shall pay for such Tax Year an  amount  ("Tax  Payment")  equal to
Tenant's  Share of such  excess,  and (ii) Tenant shall pay for each Tax Year an
amount ("BID  Payment")  equal to Tenant's Share of the BID Charges for that Tax
Year. If a Tax Year ends after the expiration or termination of the term of this
lease,  the Tax Payment and BID Charges therefor shall be prorated to correspond
to that portion of such Tax Year occurring

<PAGE>
within the term of this lease. If the real estate fiscal tax year of the City of
New York  shall be  changed  during  the term of this  lease,  any  Taxes or BID
Charges for a real estate fiscal tax year, a part of which is included  within a
particular Tax Year and a part of which is not so included, shall be apportioned
on the basis of the number of days in the real estate  fiscal tax year  included
in the particular Tax Year for the purpose of making the computations under this
Article.

                  (c) The Tax Payment and BID Payment shall be payable by Tenant
within 30 days after  receipt of a demand  from  Owner,  which  demand  shall be
accompanied by Owner's computation of the Tax Payment and BID Payment (a copy of
the  relevant  tax  bills  shall be sent by Owner to Tenant  with each  demand).
Notwithstanding  the foregoing,  at Owner's option,  to be exercised at any time
during  the term of this lease upon  notice to Tenant,  Tenant  shall pay on the
first day of each  month,  on account of the Tax  Payment or the BID Payment for
the next Tax year, an amount equal to  one-twelfth of the Tax Payment or the BID
Payment for the preceding Tax Year. If the aggregate  payments on account of the
Tax Payment or the BID  Payment in any Tax Year shall  exceed the Tax Payment or
the BID Payment for that Tax Year, the excess shall, at Owner's  option,  either
be credited against subsequent  payments under this Article or promptly refunded
to  Tenant;  and if the Tax  Payment or the BID  Payment  for any Tax Year shall
exceed the aggregate  payments on account of the Tax Payment or the BID Payment,
the excess shall be promptly paid by Tenant.

                  (d) If the Base Tax is reduced  as a result of an  appropriate
proceeding  or  otherwise,  Owner  shall  adjust the amount of each Tax  Payment
previously  made,  and Tenant shall pay the amount of the adjustment on the next
rent installment date  immediately  following  receipt of a demand therefor from
Owner  setting  forth  the  amount  of the  adjustment.  If in any Tax  Year the
building or the land is entitled to any abatement of or exemption  from Taxes or
BID Charges (or any  assessment or rate which  comprises  Taxes or BID Payment),
such  abatement  or  exemption shall not be taken into  account  in  determining
Tenant's Tax Payment for that Tax Year.

                  (e) If Owner  shall  receive  a refund of the Taxes or the BID
Charges for any Tax Year,  Owner shall pay to Tenant  Tenant's  Share of the net
refund  (after  deducting  from such  total  refund  the costs and  expenses  of
obtaining same which have not  previously  been included in Taxes or BID Charges
under this lease);  but (i) such payment to Tenant shall not exceed Tenant's Tax
Payment  or BID  Payment  actually  paid for such Tax Year and (ii) if Tenant is
then in default in the payment of any fixed rent or additional rent, Owner shall
first apply that refund to the defaulted payments.

         40. Wage Rates. (a) For the purpose of this Article:

                           (i) The term  "Wage  Rate"  shall  mean  the  minimum
standard  hourly wage rate from time to time  prescribed for porters and persons
engaged in the general maintenance and operation of buildings of the type and in
the vicinity of the building of which the demised  premises are a part  pursuant
to an  agreement  ("Agreement")  between  the  Realty  Advisory  Board  on Labor
Relations,  Incorporated  (or any  successor  thereto) and the Building  Service
Employees International Union Local 32B-32J,  AFL-CIO (or any successor thereto)
covering  the  wage  rates  for  porters  and  persons  engaged  in the  general
maintenance  and  operation  of buildings of the type and in the vicinity of the
building of which the demised  premises are a part.  The term "minimum  standard
hourly  wage rate"  shall not  include  payroll  taxes  and  other  governmental
deductions  (including,  without  limitation,  unemployment  insurance,  workers
compensation,   disability,   withholding,  social  security,  and  health  care
deductions)  and fringe  benefits  (including,  without  limitation,  vacations,
holidays,  health insurance,  pensions and other retirement plans, training fund
contributions,  sick leave,  jury duty,  clinics and  birthday  and  bereavement
days). If at any time (1) an Agreement  provides for (x) a standard work week of
less than 40 hours  and/or (y) the payment of overtime or premium  rates  during
the  standard  employment  hours for porters  and such  persons,  then,  for the
purpose of this Article, the term "minimum standard hourly wage rate" shall mean
the  total  weekly  wages  which  Owner or the  contractor  performing  cleaning
services  for Owner is required to pay to porters and such persons for a 40-hour
work week divided by 40; or (2) an Agreement is not in effect  prescribing  such
"minimum  standard hourly wage rate" for porters and such persons,  computations
and payments  shall be made upon the basis of the minimum  standard  hourly wage
rate,  payroll taxes and fringe  benefits  actually  payable to porters and such
persons by Owner or by the contractor performing cleaning services for Owner. If
the  minimum  standard  hourly  wage rate for  porters  and such  persons  shall
increase  during any calendar year effective  retroactively  to the beginning of
that calendar year, the minimum standard hourly wage rate for that calendar year
shall be deemed to include the entire  amount of the  increase as if it had been
in effect on the first day of such calendar year, otherwise, any increase during
a calendar year shall be effective from the effective  date of the increase.  If
as the result of any  government action,  any freeze or limitation is imposed on
the wages of porters  and such  persons  for any  calendar  year,  then for that
calendar year,  for the purposes of this Article,  the Wage Rate shall be deemed
to have increased from the prior calendar year by an amount equal to the greater
of the actual  increase for that year or an amount equal to the increase for the
last calendar  year for which a freeze or limitation  was not in effect over the
calendar year prior to that calendar year.

                           (ii) The term "Base  Wage  Rate"  shall mean the Wage
Rate in effect on January 1, 2001.

                           (iii) The term  "Operating  Statement"  shall  mean a
written  statement  prepared  by  Owner  or its  agent,  setting  forth  Owner's
computation of the sum payable by Tenant under this Article.

                                       -2-
<PAGE>

                  (b) For each full or partial  calendar year during the term of
this lease, Tenant shall pay an annual amount ("Operating Payment") equal to the
sum obtained by  multiplying  (i) the amount by which the Wage Rate (as the same
changes from time to time)  exceeds the Base Wage Rate,  by (y) 5,500  provided,
however, that there shall be no Operating Payment until January 1, 2002.

                  (c) Each time the Wage Rate  changes  Owner  shall  furnish to
Tenant an Operating Statement Tenant shall pay to Owner on the first day of each
month  following the furnishing of that  Operating  Statement an amount equal to
one-twelfth of the Operating Payment shown on that Operating Statement,  until a
new  Operating  Statement is  furnished.  If,  however,  Owner shall furnish any
Operating  Statement  subsequent  to  the  Wage  Rate  change  in  question  (or
subsequent to the effective date of any change), then (i) until the first day of
the month  following the month in which the Operating  Statement is furnished to
Tenant, Tenant shall pay to Owner on the first day of each month an amount equal
to the then current  monthly sum payable by Tenant to Owner under this  Article;
(ii) promptly  after the new Operating  Statement is furnished to Tenant,  Owner
shall give notice to Tenant stating  whether the  installments  of the Operating
Payment  previously  made  were  greater  or less than the  installments  of the
Operating  Payment which should have been made since the last change in the Wage
Rate and (x) if there shall be a deficiency, Tenant shall pay the amount thereof
within  10 days  after  demand  therefor,  or (y) if there  shall  have  been an
overpayment,  Owner shall (at its option) either  promptly  refund to Tenant the
amount thereof or permit Tenant to credit the amount thereof against  subsequent
payments under this Article;  and (iii) on the first day of the month  following
the month in which the Operating  Statement is furnished to Tenant,  and monthly
thereafter until a new Operating Statement is furnished to Tenant,  Tenant shall
pay to Owner an amount equal to  one-twelfth  of the Operating  Payment shown on
such Operating Statement.

                  (d) Each Operating  Statement  shall be conclusive and binding
upon Tenant unless within 45 days after the receipt of such Operating  Statement
Tenant  shall  notify  Owner that it  disputes  the  accuracy  of the  Operating
Statement,  specifying the particular  respects in which the Operating Statement
is claimed to be  inaccurate.  If such  dispute  shall not have been  settled by
agreement,  either  party may submit the dispute to  arbitration  as provided in
Article  64,  within 90 days after  receipt  of such  Operating  Statement;  and
pending  the  determination  of such  dispute by  agreement  or  arbitration  as
aforesaid,   Tenant  shall  pay  additional  rent  in  accordance  with  Owner's
statement,  without  prejudice  to Tenant's  position.  If the dispute  shall be
determined  in Tenant's  favor Owner shall  promptly pay to Tenant the amount of
Tenant's  overpayment of additional  rent resulting from compliance with Owner's
Operating Statement.

                  (e)  If  a  calendar   year  ends  after  the   expiration  or
termination of this lease, the Operating Payment for that calendar year shall be
prorated to correspond to that portion of the calendar year occurring within the
term of this lease.


         41.  Electric  Energy.  (a) Subject to the  provisions of this Article,
Owner  shall cause to be  furnished  to Tenant the  electric  energy that Tenant
shall require in the demised  premises on a "rent  inclusion"  basis; and Tenant
shall not be charged for such  electric  energy by way of measuring  the same on
any meter or otherwise,  such electric energy being included in Owner's services
which are covered by the fixed rent (as adjusted pursuant to this Article). Such
electric  energy  shall be furnished  to Tenant  through the  existing  electric
energy system for Tenant's reasonable use in connection with lighting,  and such
other  electric  fixtures,  appliances and equipment as Owner shall permit to be
installed  in the  demised  premises.  Owner  shall  not be liable in any way to
Tenant for any failure or defect in the supply or character  of electric  energy
furnished to the demised premises by reason of any requirement,  act or omission
of the public  utility  supplying the building  with electric  energy or for any
other reason not  attributable to Owner.  Tenant,  at its sole cost and expense,
shall  furnish and install all  replacement  lighting  tubes,  lamps,  bulbs and
ballasts required in the demised premises.

                  (b) The annual fixed rent set forth in this lease  includes an
annual  charge for electric  energy equal to $16,500.00  (the "Initial  Electric
Charge").  At Owners  option,  on or after the date the term of this lease shall
commence,  an  electrical  consultant  selected  and paid by Owner  shall make a
survey of the electric  lighting and power load in the demised premises (and the
manner of use and demand  thereof) to  determine  the average  monthly  electric
current  consumption  and demand  therein.  The fixed rent shall be increased to
compensate  Owner for  furnishing  Tenant with electric  energy as an additional
service by an amount, if any, computed by said consultant,  by which the Initial
Electric  Charge is  exceeded  by  Tenant's  average  monthly  electric  current
consumption and demand (as determined by said  consultant) as applied to Owner's
public utility rate schedule as same would apply if such consumption constituted
all of the  electric  energy  purchased  and demanded by Owner under such public
utility rate  schedule (but in no event less than Owner's total cost of electric
energy  furnished to all of the Tenant's of the building,  as determined by said
consultant,  multiplied  by a fraction,  the  numerator of which is the electric
energy  furnished  to  Tenant,  as  determined  by  said  consultant,   and  the
denominator of which is the electric energy  furnished to all of the Tenant's of
the  building   including  Tenant  as  determined  by  said   consultant).   The
determinations  and  computations  of  said  consultant  shall  be  binding  and
conclusive upon the parties. Such increase shall be effective as of the date the
term of this lease shall  commence.  The amount of such  increase for the period
from the date the term of this lease shall commence to the last day of the month
in which said consultant  shall make his  determination  shall be paid within 10
days after Owner furnishes  Tenant with a statement  thereof.  Thereafter,  such
increase  shall be added to the fixed rent and shall be paid  monthly in advance
on the first day of each and every month  during the term of this lease.  Owner,
its agents and consultants, may survey the


                                       -3-
<PAGE>

electrical  fixtures,  appliances  and  equipment  in the demised  premises  and
Tenant's  use of  electric  energy  therein  from time to time after the initial
survey  described in this paragraph to determine if Tenant is complying with its
obligations  under this  Article or if the increase in the fixed rent under this
Article  should be  adjusted.  Each such  increase  in the fixed  rent  shall be
effective from the date of each such subsequent  survey and shall be paid in the
manner  described  above. If any bills under this Article are not paid when due,
Owner may, without further notice, discontinue the service of electric energy to
the demised  premises  without  releasing  Tenant from any liability  under this
lease and without  Owner or Owners agent  incurring  any liability for damage or
loss sustained by Tenant by such discontinuance of service.

                  (c) Tenant's use of  electric  energy in the demised  premises
shall not at any time exceed the  capacity of any of the  electrical  conductors
and equipment in or otherwise serving the demised  premises.  In order to insure
that such capacity is not exceeded and to avert any possible  adverse  effect on
the building's  electric service and/or distribution  system,  Tenant shall not,
from and after the date the term of this lease shall  commence,  without  Owners
prior consent in each instance,  connect any fixtures,  appliances or equipment,
or make any  alternation  or  addition,  to the  electric  system of the demised
premises or the  building.  If Owner  shall give such  consent,  all  additional
risers or other equipment  required therefor shall be furnished and installed by
Owner and the cost  thereof  shall be paid by Tenant  to Owner on  demand.  As a
condition  to giving such  consent,  Owner shall have the right to increase  the
fixed  rent  as  provided  in  this  Article,  as  determined  by an  electrical
consultant  selected  by Owner and paid by  Tenant.  The  determination  of said
consultant shall be binding and conclusive upon the parties.  Each such increase
in the fixed  rent shall be  effective  from the date such  additional  electric
energy is made available to Tenant and shall be paid in the manner  described in
paragraph (b) of this Article.

                  (d) If at any time and from  time to time  during  the term of
this lease Owner's  public utility rate schedule  (which shall include,  without
limitation,  fuel  charges  and other  charges  for  electric  energy)  shall be
increased or decreased (using Owner's rate schedule in effect on the date of the
initial survey under  paragraph (b) of this Article as the base rate  schedule),
all previous  increases in the fixed rent under this Article  shall be increased
or decreased in the same  percentage,  effective  from the effective date of any
such increase or decrease in said public utility rate schedule.

                  (e) The parties shall execute, acknowledge and deliver to each
other a supplemental agreement in such form as Owner shall reasonably require to
reflect each change in the fixed rent under this  Article,  but  notwithstanding
the date on which such  agreement is executed (or whether any such  agreement is
executed) any such change shall be effective as of the effective  date described
in the paragraph which provides for such change.

                  (f) The  electric  energy  required  for the  operation of the
heating,  ventilating  and  air-conditioning  equipment which serves the demised
premises  shall be  supplied  and paid for  pursuant to the  provisions  of this
Article,  except  that to the  extent  such  equipment  serves  portions  of the
building other than the demised premises, the cost of such electric energy shall
be  apportioned  among the portions  served,  in proportion of their  respective
square footage of rentable area.

                  (g)  Owner  reserves  the  right  to  discontinue   furnishing
electric energy to Tenant in the demised premises at any time upon not less than
45 days'  notice to Tenant only if Owner also  discontinues  fumishing  electric
energy  to all  other  Tenant's  in the  Building  at the  same  time.  If Owner
exercises  such right,  this lease  shall  continue in full force and effect and
shall be unaffected  thereby,  except that from and after the effective  date of
such  discontinuance  Owner shall not be obligated to furnish electric energy to
Tenant and the fixed rent  payable  under this lease shall be reduced by the sum
of  $16,500.00  per annum plus the  aggregate of all increases in the fixed rent
made  pursuant to this Article  (but the  provisions  of  paragraph  (f) of this
Article shall  continue to apply).  If Owner  discontinues  furnishing  electric
energy to Tenant,  Tenant shall arrange to obtain  electric energy directly from
the public  utility  company  supplying  electric  energy to the building.  Such
electric  energy  may be  furnished  to  Tenant  by means  of the then  existing
building  system  feeders,  risers,  and wiring to the extent  that the same are
available,  suitable and safe for such purposes,  as determined solely by Owner.
All  meters and  additional  panel  boards,  feeders,  risers,  wiring and other
conductors  and  equipment  which  may be  required  to obtain  electric  energy
directly  from such public  utility  company shall be furnished and installed by
Owner at Tenant's expense.

                  (h) If at any time  during the term of this lease  Owner shall
be permitted to meter or submeter Tenant's consumption of electric energy, Owner
shall have the right to cause  Tenant's  consumption  of  electric  energy to be
metered or  submetered.  If Owner shall  exercise  such right,  this lease shall
remain in full force and effect and shall be unaffected thereby, except that (i)
Owner shall,  at Tenant's sole cost and expense,  furnish,  install and maintain
all such meters or  submeters  and all  feeders,  risers and wiring  required in
connection with such metering or  submetering,  and (ii) from and after the date
Owner shall complete the installation of such meters, submeters, feeders, risers
and wiring, Tenant shall purchase electric energy from Owner and shall from time
to time,  within five days after demand  (accompanied by Owner's  computation of
the amount  then due),  pay to Owner all  charges for  Tenant's  consumption  of
electric  energy as  measured by such  meters or  submeters.  The charge paid by
Tenant  to  Owner  shall  be the sum of (i) an  amount  determined  by  applying
Tenant's  consumption  of and  demand  for  electric  energy as set forth on the
submeter  or  submeters  serving the  demised  premises to the rates  (including
applicable surcharges,  demand charges, energy charges, fuel adjustment charges,
taxes and other sums payable with respect thereto) of the Service Classification
pursuant  to which Owner  purchases  electric  energy  from the utility  company
servicing

                                       -4-
<PAGE>

the building and (ii) Owner's administrative charge for overhead and supervision
equal to 10% of the amount  referred  to in clause (i) above,  and if and to the
extent  permitted  by law,  When more than one meter  measures  the  service  of
Tenant,  the service  rendered  through  each meter may be  computed  and billed
separately  in  accordance  with this  paragraph.  Tenant  shall comply with the
General  Rules,  Regulations,   Terms  and  Conditions  applicable  to  Service,
Equipment Wiring and Changes in Requirements in accordance with the requirements
of the public  utility  supplying  electric  energy to the  building in the same
manner as if Tenant was serviced directly by such utility.  Owner shall have the
right at any time to discontinue  such metering or  submetering,  in which event
the  provisions  of this  paragraph  shall not apply and Owner,  at its cost and
expense,  shall  restore  the  electric  service to its  condition  prior to the
commencement of such metering or submetering.

                           (i) If any  tax  or  other  charge  is  imposed  upon
Owner's  receipt of  additional  rent under  this  Article,  such taxes or other
charges shall be passed on to, and included in the bill of, and paid by, Tenant.


         42. Utility Expenses. (a) For the purpose of this Article:

                           (i) The term "Utility  Expenses" shall mean all costs
and expenses  paid or incurred by Owner or on Owner's  behalf in respect of gas,
steam, electricity,  heat, ventilation,  air-conditioning,  water, telephone and
other utilities furnished to the building  (including,  without limitation,  the
common areas thereof),  together with any taxes on such utilities, which are not
paid by any other tenant of the building.

                           (ii) The term  "Base  Utility  Year"  shall  mean the
calendar year commencing January 1, 2000.

                           (iii)  The  term  "Utility   Year"  shall  mean  each
calendar year following the Base Utility Year.

                           (iv)  The  term  "Utility  Statement"  shall  mean  a
written  statement  prepared  by  Owner  or its  agent,  setting  forth  Owner's
computation  of the sum payable by Tenant  under this  Article for a  particular
Utility Year.

                           (v)  The  term  "Tenant's   Share"  shall  mean  3.67
percent.

                  (b) For each Utility Year  commencing  during the term of this
lease,  Tenant shall pay to Owner an annual amount ("Utility  Payment") equal to
Tenant's  Share of the amount by which the Utility  Expenses  for  such  Utility
Year exceed the Utility Expenses for the Base Utility Year.

                  (c) At Owner's option, Owner shall furnish to Tenant, prior to
the commencement of each Utility Year, a written statement setting forth Owner's
estimate of the Utility Payment for such Utility Year. Tenant shall pay to Owner
on the first day of each  month  during  such  Utility  Year an amount  equal to
one-twelfth of Owners estimate of the Utility Payment for such Utility Year. If,
however,  Owner shall furnish any such estimate for a Utility Year subsequent to
the  commencement  thereof,  then (i) until the first day of the month following
the month in which the  estimate is  furnished  to Tenant,  Tenant  shall pay to
Owner on the first day of each month an amount  equal to the monthly sum payable
by Tenant to Owner  under  this  Article  in  respect  of the last  month of the
preceding Utility Year; (ii) promptly after the estimate is furnished to Tenant,
Owner  shall give  notice to Tenant  stating  whether  the  installments  of the
Utility Payment previously made for such Utility Year were more or less than the
installments  of the  Utility  Payment  to be  made  for  such  Utility  Year in
accordance  with  the estimate,  and (x) if there shall be a deficiency,  Tenant
shall pay the amount  thereof  within 10 days after  demand  therefor  or (y) if
there shall have been an  overpayment,  Owner shall  either  promptly  refund to
Tenant the amount thereof or permit Tenant to credit the amount thereof  against
subsequent payments under this Article;  and (iii) on the first day of the month
following  the month in which the  estimate is furnished to Tenant,  and monthly
thereafter  throughout  the remainder of such Utility Year,  Tenant shall pay to
Owner an  amount  equal  to  one-twelfth  of the  Utility  Payment  shown on the
estimate.  Owner may,  from time to time during each  Utility  Year,  furnish to
Tenant a revised  statement of Owner's  estimate of the Utility Payment for such
Utility Year, and in such case, the Utility  Payment for such Utility Year shall
be  adjusted  and paid or  refunded,  as the case may be, in the same  manner as
provided in the preceding sentence.

                  (d) Within 120 days after the end of each  Utility  Year Owner
shall  furnish  to Tenant a Utility  Statement  for such  Utility  Year.  If the
Utility  Statement  shall show that the sums paid by Tenant  under this  Article
exceeded the Utility  Payment to be paid by Tenant for such Utility Year,  Owner
shall  either  promptly  refund to Tenant  the  amount of such  excess or permit
Tenant to credit the amount of such excess  against  subsequent  payments  under
this Article; and if the Utility Statement for such Utility Year shall show that
the sums so paid by  Tenant  were less than the  Utility  Payment  to be paid by
Tenant for such Utility  Year,  Tenant  shall pay the amount of such  deficiency
within 10 days after demand therefor.

                  (e) Each such  Utility  Statement  given by Owner  pursuant to
paragraph (d) shall be conclusive  and binding upon Tenant unless within 45 days
after the receipt of such Utility Statement Tenant

                                       -5-
<PAGE>

shall  notify  Owner that it disputes  the  accuracy  of the Utility  Statement,
specifying the particular  respects in which the Utility Statement is claimed to
be inaccurate. If such dispute shall not have been settled by agreement,  either
party may submit the dispute to arbitration as provided in Article 64, within 90
days after receipt of such Utility Statement.  Pending the determination of such
dispute by agreement or  arbitration  as aforesaid,  Tenant shall within 10 days
after  receipt of such Utility Statement, pay additional rent in accordance with
Owner's statement, without prejudice to Tenant's position.  If the dispute shall
be determined in Tenant's  favor,  Owner shall promptly pay to Tenant the amount
of Tenant's  overpayment  of additional  rent  resulting  from  compliance  with
Owner's Utility Statement.

                  (f) If a Utility Year ends after the expiration or termination
of this lease,  the Utility  Payment for that  Utility Year shall be prorated to
correspond to that portion of the Utility Year occurring within the term of this
lease.

                  (g) If  Owner  shall  make  any  capital  improvements  to the
building  and/or  install any machinery or equipment in the  building,  which is
made,  installed or becomes  operational  after the Base Utility Year, and which
has the effect of reducing the  expenses  which  otherwise  would be included in
Utility  Expenses,  the amount of such reduction in Utility Expenses which would
have been  incurred by Owner  during each Utility Year of the term of this lease
shall be included in Utility  Expenses for each Utility Year of the term of this
lease.

         43. Capital Improvements. (a) For the purposes of this Article:

                           (i) The term  "Capital  Improvement"  shall  mean any
repair,  alteration,  replacement or improvement  (which are  capitalized  under
generally accepted accounting  principles) performed by or on behalf of Owner in
respect of the land or the  building by reason of laws and  requirements  of any
public  authorities or the  requirements of any insurance bodies required by any
Legal Requirement  enacted after the Commencement Date or a change enacted after
the  Commencement  Date to a law in effect  on the  Commencement  Date,  or (ii)
designed,  in Owner's reasonable judgment, to result in savings or reductions in
Operating Expenses or (iii) designed, in Owner's reasonable judgment, to benefit
all or substantially all of the Tenants of the Building.

                           (ii) The term "Capital  Improvement  Expenses"  shall
mean all costs and expenses paid or incurred by or on behalf of Owner in respect
of any Capital Improvement.

                           (iii) The term  "Amortization  Period" shall mean the
number of months over which Owner amortizes any Capital Improvement.

                           (iv) The term  "Applicable  Interest Rate" shall mean
the  lesser of (x) the  annual  interest  rate from  time to time  announced  by
Citibank,  N.A. for its most  credit-worthy  corporate  borrowers  for unsecured
business  loans having a term of 90 days or less and (y) the maximum  legal rate
of interest for transactions of a similar nature.

                           (v) The term "Capital  Improvement  Statement"  shall
mean a written  statement  prepared by Owner or its agent  setting forth Owner's
computation of the sum payable by Tenant under this Article.

                           (vi)  The  term  "Tenant's  Share"  shall  mean  3.67
percent.

                  (b) In  addition  to any  other  sums to be paid by  Tenant to
Owner under this lease,  if Owner shall perform any Capital  Improvement  during
the term of this lease,  then for each  calendar  month  during the term of this
lease following the substantial  completion of the Capital  Improvement,  Tenant
shall pay to Owner, as additional rent,  Tenant's Share of an amount obtained by
dividing  (x) the  Capital  Improvement  Expenses  in  respect  of such  Capital
Improvement by (y) the applicable Amortization Period.

                  (c) As soon as  practicable  following the  completion of each
Capital  Improvement,  Owner  shall furnish  to  Tenant  a  Capital  Improvement
Statement.  Commencing  with the first day of the calendar  month  following the
furnishing of a Capital  Improvement  Statement and  thereafter on the first day
each calendar month during the term of this lease, Tenant shall pay to Owner the
monthly sum set forth on such statement,  together with interest  thereon at the
Applicable Interest Rate, as and when the monthly installments of fixed rent are
due and payable.  If such statement is furnished  subsequent to the first day of
the calendar month following  substantial  completion of the Capital Improvement
in  question,   then  the  first  monthly  payment  shall  include  all  monthly
installments  from the first day of the  calendar  month  following  substantial
completion.

                  (d) The provisions of this Article shall apply to each Capital
Improvement during the term of this lease.


                                       -6-
<PAGE>

         44. Additional Rent. Notwithstanding any provision of this lease to the
contrary, all sums of money, other than the fixed rent, as shall become due from
and payable by Tenant to Owner under this lease shall be deemed to be additional
rent.

         45. Survival.  Any obligation of Owner or Tenant which by its nature or
under the  circumstances can only be, or by the provisions of this lease may be,
performed  after the expiration or earlier  termination  of this lease,  and any
liability  for a payment  which  shall have  accrued  to or with  respect to any
period ending at the time of such  expiration or termination,  unless  expressly
otherwise  provided  in this lease,  shall  survive  the  expiration  or earlier
termination of this lease.  No delay by Owner in rendering any bill or statement
shall be deemed a waiver or release of Tenant's  obligation  to make the payment
reflected on that bill or statement.

         46. Certain  Restrictions.  In addition to any other  restrictions  set
forth in this lease,  Tenant shall not (a) use any other area within or adjacent
to the building for the sale or display of any merchandise, for solicitations or
demonstrations or for any other business,  occupation,  undertaking or activity,
(b) store  any trash or  garbage  in any area  other  than  inside  the  demised
premises  (and Tenant shall,  at Tenant's  sole cost and expense,  attend to the
daily disposal of trash), (c) suffer, permit or commit any waste or any nuisance
or other act or thing in the demised premises which may disturb any other tenant
or occupant in the  building or permit any  activity  within or from the demised
premises which, in Owner's sole judgment, is obscene,  pornographic or lewd, (d)
permit music or any other sounds in the demised  premises to be heard outside of
the  demised  premises,  (e) use or permit or suffer the use of any  machines or
equipment  in the demised  premises  which cause  vibration or noise that may be
transmitted  to or heard  outside of the demised  premises,  (f) permit odors or
fumes  beyond  the  demised  premises,  (g) to the extent  possible,  permit its
customers or delivery men to loiter immediately  outside the demised premises or
the  building,  (h)  place or  install,  or  permit  or  suffer  to be placed or
installed,  or  maintain,  any sign upon or outside the demised  premises or the
building,  nor shall Tenant place or maintain on the glass of any window or door
of the demised premises, or inside the demised premises,  any sign,  decoration,
lettering,  advertising  matter,  display  (which can be seen from  outside  the
demised premises), shade or blind or other thing of any kind, (i) park trucks or
other delivery vehicles so as to interfere with the use of any driveways,  walks
or entrances,  (j) place or install, or permit or suffer to be placed, installed
or maintained, any awning, canopy, banner, flag, pennant, aerial, antenna or the
like upon or outside the demised  premises or the building,  (k) use any portion
of the  demised  premises  for the  conduct  of any public  auction,  gathering,
meeting or  exhibition,  the  rendering of any health or related  services,  the
conduct  of a school or  employment  or  personnel  agency,  the  conduct of any
business  which  results in the  presence of the  general  public in the demised
premises,  or in any other manner which, in Owner's reasonable opinion,  creates
excessive  traffic or use of the building  services,  or (l) cause or permit, as
the result of any  intentional or  unintentional  act or omission on the part of
Tenant, its agents, employees,  Tenant's,  subtenant's or other occupants of the
demised premises to release Hazardous Substances (as defined in this Article) in
or from any portion of the demised  premises in violation  of any  Environmental
Laws.  Tenant  shall  indemnify,   defend  and  hold  harmless  Owner,  and  its
successors, assigns, and each of their partners, employees, agents, officers and
directors from and against any claims, demands,  penalties,  fines, liabilities,
settlements,  damages,  losses,  costs or expenses  of whatever  kind or nature,
known or  unknown,  contingent  or  otherwise,  including,  without  limitation,
reasonable  attorneys' and consultants' fees and disbursements and investigation
and laboratory  fees arising out of, or in any way related to: (i) the presence,
disposal, release or threat of release of any Hazardous Substance as a result of
any act or omission of Tenant,  its agents,  employees,  Tenant's,  subtenant's,
invitees or other occupants of the demised premises, in or from or affecting the
demised  premises;  (ii) any  personal  injury  (including  wrongful  death)  or
property  damage  (real  or  personal)  arising  out of or  related  to any such
Hazardous Substance; (iii) any lawsuit brought or threatened, settlement reached
or  government  order  relating  to  such  Hazardous  Substance;  and  (iv)  any
violations of laws, orders, regulations, requirements or demands or governmental
authorities  by  Tenant.  "Hazardous  Substance"  shall  mean  "solid  waste" or
"hazardous waste", "hazardous material",  "hazardous substance",  and "petroleum
product"  as  defined  in  the  Resource  Conservation  and  Recovery  Act,  the
Comprehensive  Environmental  Response,  Compensation  and  Liability  Act,  the
Hazardous Material  Transportation  Act, the Federal Water Pollution Control Act
and the Superfund  Amendments and Reauthorization Act of 1986, any laws relating
to underground  storage tanks,  and any similar or successor  federal law, state
law or local  statutes and ordinances  and any rules,  regulations  and policies
promulgated  thereunder,  as any of such  federal,  state  and  local  statutes,
ordinances  and  regulations  may be  amended  from time to time  (collectively,
"Environmental Laws").

         47. Insurance.  (a) Tenant, at its expense, shall maintain at all times
during the term of this lease and at all times when Tenant is in possession (and
cause its subtenants or any  other person or entity occupying any portion of the
demised  premises by,  through or under  Tenant) at all times during the term of
this Lease and at all times when  Tenant (or such other  person or entity) is in
possession of the demised premises (i) public liability  insurance in respect of
the demised premises and the conduct or operation of Tenant's  business therein,
with Owner and Owner's  managing  agent,  if any, as additional  named insureds,
with a combined  single  limit of not less than  $2,000,000  and (ii)  insurance
(without  deductible)  covering  all of Tenant's  property,  including,  without
limitation,   Tenant's  furniture,  fixtures,  machinery,  equipment  and  other
personal  property  and any  property  of third  parties  located in the demised
premises ("Tenant's Property") against at risks and perils for physical loss and
damage, including, without limitation, insurance for water and sprinkler damage,
and including,  without limitation,  coverage for business  interruption,  in an
amount equal to 100 percent of the full replacement  value of Tenant's  Property
(as increased from time to time), the policy for which shall, if obtainable (and
subject to the payment of any additional premium by Owner as provided in

                                       -7-
<PAGE>

Article 9), contain a clause providing that the release or waiver referred to in
Article 9 shall not invalidate the insurance.

                  (b)  Tenant   shall   deliver  to  Owner  such   policies   or
certificates  of such  policies  (in  form  acceptable  to  Owner)  prior to the
commencement  of the term of this  lease  (and  with  respect  to any  insurance
required  by Owner  pursuant  to  Article 3,  prior to the  commencement  of any
alteration).  Tenant shall procure and pay for renewals of such  insurance  from
time to time before the  expiration  thereof,  and Tenant shall deliver to Owner
and any additional named insureds such renewal policy or certificate at least 30
thirty (30) days before the expiration of any existing policy. All such policies
(and all  insurance  required  by Owner  pursuant  to  Article  3) shall name as
additional named insureds Owner, Owner's managing agent and any other persons or
entities   designated  by  Owner,  shall  be  issued  by  companies   reasonably
satisfactory  to Owner and all such policies  shall contain a provision  whereby
the same cannot be canceled or modified  unless Owner and any  additional  named
insureds  are given at least 30 thirty (30) days' prior  written  notice of such
cancellation or  modification, including,  without limitation,  any cancellation
resulting from the  non-payment  of premiums.  Owner shall have the right at any
time and from time to time, but not more  frequently  than once every two years,
to require  Tenant to increase the amount of the insurance  maintained by Tenant
under this Article, as reasonably determined by Owner, provided that such amount
shall not exceed the amount  which is  comparable  to the amount then  generally
required  of  Tenant's  in similar  space in similar  buildings  in the  general
vicinity of the building.

                  (c) Owner, at its expense,  shall maintain  insurance covering
the Building  against loss or damage by fire and such other risks as Owner shall
determine,  in such amounts,  with such  companies and with such  deductibles as
Owner shall  determine.  The policy  shall,  if  obtainable  (and subject to the
payment of any additional premium by Tenant as provided in Article 9), contain a
clause  providing that the release or waiver  referred to in Article 9 shall not
invalidate the insurance.

                  (d) Any reference in this lease to Tenant's  contractors shall
include, without limitation,  all contractors,  subcontractors,  materialmen and
others  performing  any work in the  demised  premises  for Tenant  (other  than
Tenant's employees), whether retained directly by Tenant or by  any contractor.

         48. Sale of Stock or Partnership Interests. If at any time the original
Tenant  named  herein or the then Tenant  shall be a  corporation,  partnership,
limited partnership or other entity, any transfer of voting stock or partnership
or other interests  resulting in the person or persons who shall have control of
such  corporation,  partnership,  limited  partnership or other entity  (whether
through  the  ownership  of  voting  stock,  general  partner  interests,  other
ownership interests,  management or other agreements,  or otherwise) immediately
before such transfer, ceasing to have control, except as the result of transfers
by  inheritance,  shall be deemed to be an  assignment of this lease as to which
Owner's consent shall have been required.

         49. Security Deposit.  If Owner shall use, apply or retain the whole or
any part of the  security  deposit  described  in Article 34,  Tenant shall upon
demand immediately deposit with Owner a sum equal to the amount so used, applied
or retained,  as security as  aforesaid.  The Security  Deposit shall be made by
certified check.

         50.  Arrears.  If  Tenant  is in  arrears  in the  payment  of  rent or
additional  rent,  Tenant waives  Tenant's right, if any, to designate the items
against which any payments made by Tenant are to be credited,  and Tenant agrees
that Owner may apply any payments  made by Tenant to any items  Owner sees  fit,
irrespective of and  notwithstanding  any designation or request by Tenant as to
the items against which any such payments shall be credited.

         51.  Broker.  Tenant  represents to Owner that no broker other than The
Realty  Management  Corp. and Colliers ABR Inc. (the "Brokers") was instrumental
in consummating  this lease and that Tenant had no conversations or negotiations
with any broker  other than the  Brokers  concerning  the leasing of the demised
premises. Tenant agrees to indemnify, defend and hold harmless Owner against and
from any claims for any brokerage  commissions or other  compensation  which are
made by any  broker  other  than  the  Brokers,  and  all  costs,  expenses  and
liabilities in connection therewith,  including, without limitation,  attorneys'
fees and expenses.  Owner shall pay any commission due the Brokers pursuant to a
separate agreement between Owner and the Brokers.

         52. No Owner Liability.  Owner, its partners and principals,  disclosed
or undisclosed,  shall have no personal liability under this lease. Tenant shall
look only to  Owner's interest  in the land and the  building  (or the  proceeds
thereof)  for the  satisfaction  of Tenant's  remedies for the  collection  of a
judgment (or other judicial process)  requiring the payment of money by Owner in
the event of any default by Owner hereunder,  and no other property or assets of
Owner or its partners or principals,  disclosed or undisclosed, shall be subject
to lien, levy, execution or other enforcement  procedure for the satisfaction of
Tenant's remedies under or with respect to this lease, the relationship of Owner
and Tenant  hereunder or Tenant's use or occupancy of the demised  premises.  If
Tenant  shall  acquire a lien on such other  property  or assets by  judgment or
otherwise,  Tenant shall promptly  release such lien by executing and delivering
to Owner  any  instrument,  prepared  by  Owner,  required  for such  lien to be
released.

                                       -8-
<PAGE>

         53.   lnterpretation.   Irrespective  of  the  place  of  execution  or
performance,  this lease shall be governed by and construed in  accordance  with
the  law of the  State  of New  York.  If any  provision  of this  lease  or the
application  thereof to any person or circumstance  shall, for any reason and to
any extent,  be invalid or  unenforceable  the  remainder  of this lease and the
application  of that  provision to other persons or  circumstances  shall not be
affected but rather shall be enforced to the extent permitted by law. This lease
shall be construed  without  regard to any  presumption  or other rule requiring
construction against the party causing this lease to be drafted.  Each covenant,
agreement,  obligation  or other  provision of this lease on Tenant's part to be
performed,  shall be deemed and construed as a separate and independent covenant
of Tenant;  not  dependent on any other  provision of this lease.  All terms and
words used in this lease,  regardless  of the number or gender in which they are
used,  shall be deemed to include any other  number and any other  gender as the
context may require.

         54.  Owner's  Consent.  If Tenant  shall  request  Owner's  approval or
consent and Owner shall fail or refuse to give such consent or approval,  Tenant
shall  not be  entitled  to any  damages  for any  withholding  or delay of such
approval or consent by Owner,  it being intended that Tenant's sole remedy shall
be an action for injunction or specific  performance  and that such remedy shall
be  available  only in those cases where  Owner shall have  expressly  agreed in
writing  not to  unreasonably  withhold  its  consent or  approval or where as a
matter of law Owner may not unreasonably withhold its consent or approval.

         55.  Interest. In addition to any other  remedies  Owner may have under
this  lease,  Tenant  shall pay to Owner  interest at the prime rate of Citibank
N.A.  plus 2% on any rent or  additional  rent paid more than ten days after the
same is due, which interest shall be paid for the period  commencing on the date
such rent or  additional  rent was first due and  ending on the date the same is
paid.

         56. Execution of Lease. Notwithstanding any provision of this lease, or
any law or rule, to the contrary, or the execution of this lease by Tenant, this
lease shall not bind Owner,  nor shall Tenant be permitted  the benefits of this
lease,  unless and until one or more  counterparts of this lease are executed by
Owner and delivered to Tenant.

         57. Managing Agent. Any bill, statement,  notice or communication given
by Owner to Tenant in accordance  with Article 28 may be signed and delivered by
the managing  agent of the building  with the same force and effect as if signed
and delivered by Owner. Until Owner shall give notice to Tenant of a change, the
managing agent of the building shall be Tri Realty Management Corp., 275 Madison
Avenue, New York, New York 10016.

         58. Security Interests.  Tenant shall not grant or create, or permit to
be created,  any security  interest in or lien upon any  fixtures,  installed or
placed in the demised premises by Tenant or Owner.

         59. Rent Control.  If the fixed rent or any additional rent shall be or
become uncollectible by virtue of any law, governmental order or regulation,  or
direction of any public officer or body pursuant to law, Tenant shall enter into
such agreement or agreements and take such other action as Owner may request, as
may be legally  permissible.  to permit Owner to collect the maximum  fixed rent
and additional  rent which may from time to time during the  continuance of such
rent  restriction  be legally  permissible,  but not in excess of the amounts of
fixed rent and additional rent payable under this lease. Upon the termination of
such rent restriction  prior to the expiration of the term of this lease (a) the
fixed rent and additional  rent,  after such  termination,  shall become payable
under this lease in the amount of the fixed rent and  additional  rent set forth
and (b) Tenant shall pay to Owner,  if legally  permissible,  an amount equal to
(i) the fixed rent and  additional  rent which would have been paid  pursuant to
this  lease,  but for  such  rent  restriction,  less  (ii) the  fixed  rent and
additional  rent  paid by  Tenant  to Owner  during  the  period  that such rent
restriction was in effect.

         60.  Holding  Over.  If the demised  premises are not  surrendered  and
vacated as and at the time  required by this lease (time being of the  essence),
Tenant  shall be liable  to Owner for (a) all  losses,  costs,  liabilities  and
damages which Owner may incur by reason thereof, including,  without limitation,
attorneys'  fees,  and Tenant shall  indemnify,  defend and hold harmless  Owner
against all claims made by any  succeeding  Tenant's  against Owner or otherwise
arising out of or resulting  from the failure of Tenant  timely to surrender and
vacate the demised premises in accordance with the provisions of this lease, and
(b) per diem use and occupancy in respect of the demised  premises  equal to two
times the fixed rent and  additional  rent payable under this lease for the last
year of the term of this lease (which amount Owner and Tenant presently agree is
the minimum to which Owner would be entitled, is presently  contemplated by them
as being fair and reasonable under such circumstances and is not a penalty).  In
no event, however,  shall this Article be construed as permitting Tenant to hold
over in possession of the demised  premises  after the expiration or termination
of the term of this lease.

         61.  Tenant's  Work.  (a) Subject to the  provisions  of this  Article,
Article 3, all other  provisions of this lease, and the rules and regulations of
the building now or hereafter in effect,  Owner's  consent to the performance by
Tenant of work ("Tenant's Work") consisting of nonstructural  alterations to the
demised  premises in accordance with Tenant's Plans (as defined below) shall not
be  unreasonably  withheld or delayed,  provided  that (i) Tenant is not then in
default  under this  lease,  (ii)  Tenant's  Work is not  structural,  (iii) the
outside  appearance  of the building  shall not be affected,  (iv) Tenant's Work
shall  not  affect  any  structural  part  of the  building,  (v) no part of the
building outside of the demised premises shall be affected, (vi) the mechanical,
electrical, plumbing and other service and utility systems of the building shall
not be affected,

                                       -9-
<PAGE>

and (vii)  Tenant's  Work shall comply with the  applicable  provisions  of this
lease and law.  Any  Tenant's  Work which is required to be  performed by Tenant
pursuant to any provision of this lease which is structural or which affects any
mechanical,  electrical,  plumbing  or other  service or  utility  system of the
building  shall be  performed  in  accordance  with this  Article  and all other
applicable  provisions of this lease, or may, at Owner's option, be performed by
Owner  at  Tenant's  expense  (in  which  event,   Tenant  shall  pay  Owner  in
installments, in advances, as the work progresses).

                  (b) Prior to the  commencement  of any Tenant's  Work,  Tenant
shall submit to Owner for its approval two sets of complete plans,  drawings and
specifications,  suitable  for filing  ("Tenant's  Plans"),  including,  without
limitation,  all  mechanical,  electrical,  air  conditioning  and other utility
systems and  facilities,  for Tenant's  Work,  prepared by an  architect  and/or
engineer  duly  licensed  in the  State of New York.  Within  15 days  following
Owner's  receipt of Tenant's  Plans,  Owner shall review or cause the same to be
reviewed  and shall  thereupon  return to Tenant one set of Tenant's  Plans with
Owner's approval (which shall not be unreasonably withheld) or disapproval noted
thereon,  and if same shall be  disapproved in any respect Owner shall state the
reasons for such  disapproval.  If Owner shall not approve Tenant's Plans Tenant
shall,  within five days of receipt thereof,  cause its architect or engineer to
make such changes to Tenant's  Plans as Owner shall require and shall  thereupon
resubmit the same to Owner for its approval.  To the extent required pursuant to
any mortgage affecting the building, Tenant's Plans shall also be subject to the
prior  approval  of the  holder of such  mortgage.  Following  the  approval  of
Tenant's  Plans,  the same  shall be final and shall  not be  changed  by Tenant
without the prior approval of Owner,  which shall not  unreasonably  be withheld
(and such  mortgagee,  if  required),  except as may be required by law.  Tenant
shall  give  prior  notice  to Owner of any  changes  required  by law and shall
furnish Owner (and such mortgagee, if required) with copies of all such required
changes  in  Tenant's  Plans.  Owner's  approval  of  Tenant's  Plans  or of any
revisions  shall not  constitute  an opinion or agreement by Owner that the same
are  structurally  sufficient or the Tenant's Plans are in compliance  with law,
nor shall such approval impose any present or future liability on Owner or waive
any of Owners's  rights  under this lease.  Owner's  approval of Tenant's  Plans
shall be conditioned  upon Tenant  employing  licensed  persons and firms (where
required by law) and labor for the  performance  of  Tenant's  Work so as not to
cause any jurisdictional or other labor disputes in the building.  In any event,
all contractors Tenant proposes to employ shall be bondable and shall be subject
to Owner's prior approval,  which will not be unreasonably  withheld or delayed.
Such  approval  shall be requested by Tenant  prior to the  commencement  of any
Tenant's Work.

                  (c) Promptly  following  Owner's  approval of Tenant's  Plans,
Tenant shall secure or cause to be secured,  at Tenant's expense,  all necessary
approvals  of  Tenant's   Plans  from  all   govermmental   authorities   having
jurisdiction  and all permits and licenses  necessary to perform  Tenant's Work.
Prior to the commencement of any Tenant's Work,  Tenant shall furnish Owner with
copies of Tenant's Plans as approved by such governmental authorities and copies
of such  permits  and  licenses;  provided,  however,  that  the  filing  of any
applications  with any  governmental  authorities  for such  approval or for any
permits or licenses  required to perform  Tenant's  Work shall  be done by Rethy
Associates,  Inc. or another person or entity designated by Owner. Prior to such
filing,  Tenant  shall  submit  copies  of such  applications  to Owner  for its
approval, which shall not unreasonably be withheld or delayed.

                  (d) Upon Tenant having  secured the  approvals  from Owner and
from  governmental  authorities  as required  under this  Article,  Tenant shall
promptly (i) enter into a construction  contract in form and substance  approved
by Owner, which approval shall not be unreasonably withheld or delayed, provided
such contract  shall  include,  among other terms,  indemnification,  insurance,
bonding and release of lien provisions satisfactory to Owner, shall be submitted
on the basis of a lump sum contract price,  shall provide for a retainage of not
less  than  10% in  connection  with  any  progress  payments  to be made to the
contractor  prior to the completion of Tenant's Work and shall otherwise  comply
with the terms of this  lease,  with a general  contractor  and/or  construction
manager  approved by Owner and (ii) furnish  Owner with a copy of such  executed
contract.

                  (e) Prior to the  commencement of Tenant's Work,  Tenant shall
provide  Owner with such  security as Owner shall  reasonably  request to ensure
lien free  completion of and full payment for all of Tenant's  Work. A lien bond
shall satisfy this requirement.

                  (f) Following  compliance by Tenant with its obligations under
the  foregoing  provisions of this Article,  Tenant shall  promptly  commence or
cause to be commenced  Tenant's Work and shall  complete or cause the same to be
completed with reasonable  diligence,  in a first-class,  workmanlike  manner in
accordance  with the approved  Tenant's  Plans,  all licenses and permits,  this
lease, all applicable  laws,  ordinances and regulations of all governmental and
insurance  authorities  and all  applicable  requirements  of the  Board of Fire
Underwriters. All of Tenant's Work shall be performed in a manner so as to cause
no inconvenience or disturbance to other Tenants or contractors in the building.
Any heavy  demolition  work,  core  drilling  or other slab  penetrations  to be
performed by Tenant as part of Tenant's Work shall be performed on business days
before 8:00 A.M. or after 6:00 P.M. Tenant shall cause all construction  work to
be  performed  in a  reasonable  manner  and  shall  comply  with  Owner's  work
regulations  for the building  (including,  without  limitation,  the payment of
charges for services).

                  (g) Tenant's Work shall not include any structural  changes to
the demised  premises  or to the  building  or impair the  structural  soundness
thereof,  and all of  Tenant's  Work  shall  be  performed  within  the  demised
premises. Tenant's Work shall in no event interfere with or impair the use of

                                     - 10 -
<PAGE>

other portions of the building or its services, including,  without  limitation,
the plumbing, heating,  ventilating, air conditioning and electrical systems, by
Owner or other occupants of the building.

                  (h)   Tenant    shall   pay   its    contractors,    laborers,
subcontractors,  materialmen and suppliers in accordance  with their  respective
agreements with Tenant, shall not cause or suffer any liens, mortgages,  chattel
liens,  or other  title  retention  or security  agreements  to be placed on the
demised premises, any improvements therein or the building. Nothing contained in
this  Article  or  elsewhere  in this  lease  shall be  construed  in any way as
constituting  any consent or  authorization to Tenant to subject the land or the
building or any part of the land or the  building or any  improvements  or other
personal  property  therein or the  interest or estate of Owner or of the lessor
under any  underlying  lease to any lien or charge in respect of Tenant's  Work,
All  contracts  or  agreements  made by  Tenant  with any  third  party  for the
furnishing  of any labor or materials in  connection  with Tenant's Work (or any
other work or alterations by Tenant) shall expressly provide that the contractor
or  materialman  shall  look  solely to Tenant  for the  payment of any labor or
materials  furnished  to the  demised  premises  pursuant  to such  contract  or
agreement and that neither Owner nor the lessor under any underlying lease shall
have any responsibility or liability for the payment thereof.

                  (i) Promptly following the completion of Tenant's Work, Tenant
shall  obtain  and  submit to Owner  copies of all  final  govemmental  and fire
underwriters'  approvals or  certificates  evidencing the completion  thereof in
compliance with all governmental and fire underwriters' requirements.

                  (j) Upon the  completion  of  Tenant's  Work and the  approval
thereof by Tenant's  architect  and if required by Owner,  Owner's  architect as
provided in this Article, Tenant shall deliver to Owner the general contractor's
affidavit  to the effect  that (i) all work and  materials  covered by the final
Application for Payment has been completed  and/or  installed in accordance with
Tenant's  Plans,  or such  changes  thereto  which  Owner  may  have  previously
approved, and (ii) all laborers,  materialmen and subcontractors employed by the
general  contractor have been paid in full,  except such as may be stated and in
respect of any such unpaid  laborers,  materialmen  and/or  subcontractors,  the
amount then due and owing to them,  which affidavit shall be accompanied by lien
releases from all such parties  and/or such other data  establishing  payment or
satisfaction of all other obligations in respect of Tenant's Work.

                  (k)  Nothing   contained  in  this  Article  shall  limit  the
provisions  of  Article  3 or any  other  provisions  of this  lease,  except as
specifically  set forth in this Article,  The  provisions of this Article are in
addition to the provisions contained in Article 3 and elsewhere in this lease.

         62.  Americans  with  Disabilities  Act. Notwithstanding  any provision
of this lease to the contrary,  Tenant shall, at its expense,  subject to all of
the  provisions  of this lease,  comply with all aspects of the  Americans  with
Disabilities Act, as now or hereafter  constituted (the "ADA"),  with respect to
the demised  premises,  whether or not such compliance is required as the result
of  Tenant's  business,  Tenant's  work,  Tenant's use or  manner  of use of the
demised premises or the building (including the use permitted under this lease),
or  Tenant's  method of  operation  or whether or not such  compliance  requires
structural changes to the demised premises. If Tenant's business, Tenant's work,
Tenant's use or manner of use or Tenant's method of operation  requires  changes
to any  portion of the  building or areas  adjacent to the  building in order to
comply with the ADA, either (i) Tenant shall  discontinue such business,  use or
method of operation,  or (ii) Owner shall have the option of either  terminating
this  lease (in  which  event  this  lease  shall end on the 30th day  following
Owner's  notice  and Tenant  shall  vacate the  demised  premises  on such date,
without further liability or obligation of Owner or Tenant, beyond that date) or
performing those changes at Tenant's  expense (in which event,  Tenant shall pay
Owner for the expense of the changes,  plus 15% of the expense, in installments,
in advance, as the work is performed).

         63.  Confidentiality.  Tenant  shall hold in  confidence  and shall not
disclose to third parties, and shall cause its officers,  directors,  employees,
representatives,  brokers,  attorneys and advisers to hold in confidence and not
disclose  to third  parties,  this lease and its terms,  as hereby or  hereafter
amended, and any information relating to Owner or the building, if any, provided
by Owner to Tenant in connection with this lease, as hereby or hereafter amended
(collectively, the "Information"), except to the extent any Information (a) must
be  disclosed  by order  of any  court or  regulatory  agency,  or by law (b) is
publicly known or becomes  publicly known other than through the acts of Tenant,
or  any  of  its  officers,  directors,  employees,  representatives,   brokers,
attorneys or advisers, or (c) must be disclosed by Tenant in connection with any
financing or sale, any subletting of the demised premises,  or any assignment of
this lease, as hereby or hereafter amended, by Tenant.

         64. Arbitration. If any provision of this lease shall refer any dispute
to  arbitration,  then  either  party  may  apply to the New York  office of the
American  Arbitration  Association  to appoint  an  individual  to  resolve  the
dispute.  The individual  must be a person who has experience in commercial real
estate in New York for at least the past 15 years. The application shall request
that  such  decision  be  made  within  30  days.  If the  American  Arbitration
Association  or the  appointed  individual  fails or  refuses  to act within the
required time period, either party may apply to the President of the Real Estate
Board of New York,  Inc.  for such  determination.  To the  extent  the same are
relevant to the decision of such individual,  the provisions of this lease shall
apply.  The  determination of such individual shall be binding and conclusive on
Owner and Tenant.  All fees, cost and expenses of the foregoing shall be paid by
the parties equally,  but each party shall be responsible for its own attorney's
and witness fees.

                                     - 11 -
<PAGE>

         65.  Assignment and Subletting.  (a) If Tenant shall at any time during
the term of this lease  desire to assign this lease or sublet all of the demised
premises  Tenant  shall give  notice  thereof to Owner,  which  notice  shall be
accompanied by (i) a conformed or photostatic copy of the proposed assignment or
sublease,  the effective or commencement date of which shall be at least 30 days
after the giving of such notice,  (ii) a statement  setting  forth in reasonable
detail the identity of the  proposed  assignee or  subtenant,  the nature of its
business  and its  proposed  use of the  demised  premises,  and  (iii)  current
financial  information  with  respect to the  proposed  assignee  or  subtenant,
including,  without  limitation,  its most recent financial report.  Such notice
shall be deemed an offer from Tenant to Owner  whereby Owner may, at its option,
terminate this lease.  Said option may be exercised by Owner by notice to Tenant
at any time  within 30 days after such notice has been given by Tenant to Owner;
and during such 30-day  period Tenant shall not assign this lease or sublet such
space to any person. Tenant reserves the option to sublet no more than two rooms
to a third party  closely  affiliated  with  Tenant.  Tenant  shall remain fully
liable  under this Lease for its  obligations  and  responsibilities  hereunder,
including,  but no limited to the obligation to pay the full amount of rent, and
for any additional  obligations and responsibilities,  if any, arising from such
subletting.

                  (b) If Owner  exercises  its option to  terminate  this lease,
Tenant and Guarantor,  if any,  shall be fully and completely  relieved from all
liabilities under the Lease, from that day forward, and this lease shall end and
expire  on the date that  such  assignment  or  sublet  was to be  effective  or
commence,  as the case may be,  Tenant shall  vacate the demised  premises on or
before  such  date,  and the fixed  rent and  additional  rent shall be paid and
apportioned to such date.

                  (c)  If  Owner  does  not  exercise  its  option  pursuant  to
paragraph (a) of this Article, provided Tenant is not then in default under this
lease,  Owner's  consent (which must be in writing and in form  satisfactory  to
Owner) to the proposed assignment or sublease shall not be unreasonably withheld
or delayed, provided and upon condition that:

                           (i) Tenant shall have complied with the provisions of
paragraph (a) of this Article,  Owner shall not have  exercised its option under
said paragraph (a) of this Article within the time permitted therefor and Tenant
is not then in default under this lease;

                           (ii) In Owner's  judgment  the  proposed  assignee or
subtenant  is engaged in a business and the demised  premises  will be used in a
manner which (a) is in keeping  with the then  standards of the building and (b)
will not violate any negative covenant as to use contained in any other lease of
space in the building;

                           (iii)  The   proposed   assignee  or   subtenant   is
reputable,  of good character and has sufficient financial worth considering the
responsibility  involved,  and Owner has been  furnished with  reasonable  proof
thereof;  and is not any of the  following:  employment  or  travel  agency  (or
offices  therefor);  government  or  quasi-government  or agency  or  department
thereof  or owned in whole or in part by a  government  or  quasi-government  or
agency or  department  thereof (or offices  therefor);  charity,  not-for-profit
organization or other  organization  dependent in whole or in part on charitable
contributions (or offices  therefor);  or any person or entity who shall create,
in Owner's  reasonable  opinion,  any  excessive  traffic or use of the building
services;

                           (iv) Neither (a) the  proposed  assignee or subtenant
nor (b) any person which, directly or indirectly, controls, is controlled by, or
is under common control with,  the proposed  assignee or subtenant or any person
who  controls the proposed  assignee or  sublessee,  is then an occupant  of any
part of the  building  or any other  building in the County of New York owned or
operated  under a ground  or  underlying  lease by  Owner or any  person  which,
directly or indirectly,  controls,  is controlled by, or is under common control
with Owner or any person who controls Owner;

                           (v)  The  proposed  assignee  or  subtenant  is not a
person  with whom Owner is then  negotiating  (or with whom Owner has within the
prior six-month period negotiated) the lease of space in the building;

                           (vi) The form of the proposed  sublease or assignment
shall be in form  satisfactory  to Owner and shall  comply  with the  applicable
provisions of this Article;

                           (vii) The rental and other  terms and  conditions  of
the sublease are the same as those contained in the proposed sublease  furnished
to Owner pursuant to paragraph (a) of this Article;

                           (viii) Tenant shall reimburse Owner on demand for any
reasonable  costs  that  may be  incurred  by  Owner  in  connection  with  said
assignment or sublease,  including,  without limitation, legal costs incurred in
connection with the granting of any requested consent;

                           (ix)  Tenant  shall  not  have  (1)   advertised   or
publicized in any way the  availability  of the demised  premises  without prior
notice to and approval by Owner, nor shall any advertisement  state the name (as
distinguished  from the address) of the building or the proposed rental,  or (2)
listed the demised  premises for subletting,  whether  through a broker,  agent,
representative,  or  otherwise at a rental rate less than the greater of (x) the
fixed rent and additional rent then payable hereunder for such

                                     - 12 -
<PAGE>

space, or (y) the fixed rent and additional rent at which Owner is then offering
to lease other space in the building.; and

                           (x) Tenant shall have employed  Owner's leasing agent
for the building as Tenant's  exclusive agent in connection with the sublease or
assignment.

                  (d) Each subletting  pursuant to this Article shall be subject
to all of the covenants,  agreements, terms, provisions and conditions contained
in  this  lease.  Notwithstanding  any  such  subletting  or  assignment  and/or
acceptance of rent or  additional  rent by Owner from any subtenant or assignee,
Tenant shall and will remain fully liable for (and any assignee shall assume the
obligation  for) the  payment of the fixed 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 Tenant
to be performed and all acts and omissions of any licensee,  subtenant, assignee
or anyone  claiming under or through any subtenant or assignee which shall be in
violation of any of the obligations of this lease,  and any such violation shall
be  deemed  to  be  a  violation   by  Tenant.   Tenant   further   agrees  that
notwithstanding  any  such  subletting  or  assignment,  no  other  and  further
subletting  of the  demised  premises  or  assignment  by Tenant  or any  person
claiming  through or under Tenant  shall or will be made except upon  compliance
with and subject to the  provisions of this  Article.  If Owner shall decline to
give its  consent to any  proposed  assignment  or  sublease,  or if Owner shall
exercise its option under paragraph (a) of this Article, Tenant shall indemnify,
defend and hold  harmless  Owner  against and from any and all loss,  liability,
damages,  costs and expenses (including  reasonable counsel fees) resulting from
any claims that may be made against Owner by the proposed  assignee or subtenant
or by any brokers or other persons claiming a commission or similar compensation
in connection with the proposed assignment or sublease.

                  (e) If (i) Owner fails to exercise its option under  paragraph
(a) of this Article and consents to a proposed assignment or sublease,  and (ii)
Tenant  fails to execute and deliver the  assignment  or sublease to which Owner
consented  within 45 days after the giving of such  consent,  then Tenant  shall
again comply with all of the  provisions and conditions of paragraph (a) of this
Article before assigning this lease or subletting all of the demised premises.

                  (f) With  respect  to each and every  sublease  or  subletting
authorized by Owner under the provisions of this lease, it is further agreed:

                           (i) No  subletting  shall be for a term ending  later
than one day prior to the expiration date of this lease.

                           (ii) No  sublease  shall be valid,  and no  subtenant
shall take  possession  of the demised  premises or any part  thereof,  until an
executed counterpart of such sublease has been delivered to Owner.

                           (iii) Each sublease  shall provide that it is subject
and subordinate to this lease and to the matters to which this lease is or shall
be subordinate, and that in the event of termination,  re-entry or dispossess by
Owner under this lease  Owner may,  at its  option,  take over all of the right,
title and  interest  of Tenant;  as  sublessor,  under such  sublease,  and such
subtenant  shall,  at  Owner's  option,  attorn  to Owner  pursuant  to the then
executory provisions of such sublease, except that Owner shall not (1) be liable
for any previous act or omission of Tenant under such  sublease,  (2) be subject
to any offset;  not  expressly  provided  in such  sublease,  which  theretofore
accrued  to such  subtenant  against  Tenant,  or (3) be bound  by any  previous
modification  of such  sublease or by any previous  prepayment  of more than one
month's rent.

                  (g) If Owner shall give its consent to any  assignment of this
lease or to any sublease,  Tenant shall in consideration therefor, pay to Owner,
as additional rent:

                           (i) in the case of an assignment,  an amount equal to
all sums and other consideration paid to Tenant by the assignee for or by reason
of such assignment; and

                           (ii) in the case of a sublease, any rents, additional
charges  or other  consideration  payable  under the  sublease  to Tenant by the
subtenant which is in excess  of the fixed  rent and  additional  rent  accruing
during the term of the sublease.  The sums payable under this paragraph shall be
paid to Owner as and when paid by the subtenant to Tenant.

                  (h) Notwithstanding  anything herein to the contrary,  Owner's
consent shall not be required for an assignment to sublease to an "Affiliate" of
Tenant.  "Affiliate" means a corporation or other entity directly controlled by,
controlling,  or under common control with Tenant.  No such assignment  shall be
valid or effective  unless,  within ten (10) days after the  execution  thereof,
Tenant shall  deliver to Owner all of the  following:  (l) a duplicate  original
instrument of  assignment,  in form and  substance  reasonably  satisfactory  to
Owner,  duly executed by Tenant,  in which Tenant shall (a) waive all notices of
default  given  to the  assignee,  and  all  other  notices  of  every  kind  or
description now or hereafter provided in this Lease, by statute or rulee of law,
and (b) Tenant shall acknowledge that Tenant's  obligations with respect to this
Lease shall not be discharged, released or impaired by (i) such assignment, (ii)
any amendment or modification  of this Lease,  whether or not the obligations of
Tenant are  increased  thereby,  (iii) any  further  assignment  or  transfer of
Tenant's  interest in this Lease,  (iv) any exercise,  non-exercise or waiver by
Owner of any right, remedy, power

                                     - 13 -
<PAGE>

or  privilege  under or with  respect to this Lease,  (v) any  waiver,  consent,
extension,  indulgence  or other  act or  omission  with  respect  to any  other
obligations of Tenant under this Lease, (vi) any act or thing which, but for the
provisions of such assignment, might be deemed a legal or equitable discharge of
a surety or assignor,  to all of which Tenant shall consent in advance, it being
the  purpose  and  intent of Owner and  Tenant  that the  obligations  of Tenant
hereunder  as assignor  shall be absolute  and  unconditional  under any and all
circumstances,  and  (ll)  an  instrument,  in  form  and  substance  reasonably
satisfactory  to Owner,  duly executed by the  assignee,  in which such assignee
shall assume the observance and performance of, and agree to be bound by, all of
the  terms,  covenants  and  conditions  of this  Lease on  Tenant's  part to be
observed and performed.

         66.  Overtime  HVAC.  Subject to all of the  provisions  of this lease,
including,  without  limitation,  Article  27 and  Article  29,  the  rules  and
regulations  now or  hereafter  in  force,  and  to all  laws  and  other  legal
requirements,  including,  without  limitation,  the  requirements  of insurance
companies,  if (i) Tenant shall require  air-conditioning or heat at times or on
days other than the times and days set forth in this lease,  (ii)  Tenant  shall
have given Owner reasonable prior notice and (iii) Tenant is not then in default
under this lease  following the giving of any required notice and the expiration
of the applicable cure period, Owner shall provide such air-conditioning or heat
through the existing system, upon reasonable advance notice from Tenant.  Tenant
shall pay to Owner,  within 10 days  following  the receipt of Owner's  bill,  a
charge equal to Owner's then established charges therefor.

         67. Cancellation Option. Notwithstanding any provision of this lease to
the contrary,  Tenant shall have the one-time  right,  at its option,  to cancel
this lease,  effective  11:59 P.M.  New York Time on May 30,  2004 (the  "Option
Date").  Tenant may exercise such option by delivering to Owner,  not later than
December  1,  2003  (time  being of the  essence),  a notice  advising  Owner of
Tenant's  exercise of such option. In the event that Tenant timely exercises its
option to cancel this lease as provided herein,  this lease and the term and the
estate granted hereby shall be wholly  extinguished,  and the term of this lease
shall expire,  on the Option Date in the same manner and with the same force and
effect  as if the  Option  Date was  initially  set  forth in this  lease as the
expiration date of this lease. In the event that Tenant does not timely exercise
its option to cancel this lease as provided  herein,  the option to cancel shall
terminate,  and  Tenant  shall have no  further  right or option to cancel  this
lease.


                                     - 14 -
<PAGE>

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


                                         489 FIFTH LLC

                                         By: /s/ Kenneth Grant
                                             -----------------------------------
                                             Name: Kenneth Grant
                                             Title:  Pres.

                                         Pogo.com Inc.

                                         By: /s/ Mark Mitchell
                                             -----------------------------------
                                             Name: Mark Mitchell
                                             Title: Senior Vice Pres.



                                      -15-