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New York-New York-22 Cortlandt Street Lease - Mayore Estates LLC, 80 Lafayette Associates LLC and Gaines, Berland Inc.

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  • Commercial Lease. Start a state-specific lease for the rental of commercial property. Specify the term and rent due, as well as whether the landlord or tenant is responsible for property taxes, insurance, and maintenance and repairs.
  • Commercial Sublease. When a tenant vacates commercial property before the lease term has expired, it may be able to rent the premises to a third party. The tenant would be the sublessor and the third party would be the sublessee. Besides preparing a sublease, both parties will want to review the provisions for assignment or subletting in the original lease agreement between the landlord and the sublessor.
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                     STANDARD FORM OF OFFICE LEASE The Real
                         Estate Board of New York, Inc.
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                                         Agreement of Lease, made as of this 3rd
day of August 1999, between MAYORE ESTATES LLC and 80 LAFAYETTE ASSOCIATES LLC,
each a New York limited liability company having an address at 100 Henry Street,
Brooklyn, NY 11201, party to the first part, hereinafter referred to as OWNER,
and GAINES, BERLAND INC., a corporation having an address at , party of the
second part, hereinafter referred to as TENANT,

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the
entire rentable portion of the 19th floor and a certain rentable portion of the
20th floor as set forth on the floor plans annexed hereto as Exhibit "A" in the
building known as 22 Cortlandt Street in the Borough of Manhattan, City of New
York, for the term of SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF both dates
inclusive, at an annual rental rate of SEE RIDER ANNEXED HERETO AND MADE A PART
HEREOF 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 SEE RIDER ANNEXED
           HERETO AND MADE A PART HEREOF and for no other purpose.


Tenant Alterations: 3. Tenant shall make no changes in or to the demised premise
of any nature without Owner's prior written consent(1). 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 (2) approved by Owner. (2a)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 (3), at
Tenant's expense, by 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 in 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 (4). Nothing in this Article
shall be construed to give Owner title to or to prevent Tenant's removal of




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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 (2)
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
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, arising out of Tenant's manner of use thereof,
(including Tenant's permitted use) or, with respect to the building if arising
out of Tenant's 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 or 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 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 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




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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 so as not to
increase the rate for fire insurance applicable to the building, nor use the
premises in a manner which will increase the insurance rate for the building or
any property located therein over that in effect prior to the commencement of
Tenant's occupancy. 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. 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 the facts therein
stated and of the several items and charges in the fire insurance rates then
applicable to said premises. Tenant shall not place a load upon any floor of the
demised premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law. Owner reserves the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment. Such installations shall be placed and maintained by Tenant, at
Tenant's expense, in settings sufficient, in Owner's judgement, to absorb and
prevent vibration, noise and annoyance.

Subordination: 7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operative and no
further instrument 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 execute promptly any certificate that Owner may (2) request.

Property--Loss, Damage, Reimbursement, Indemnity: 8. Owner or its agents shall
not be liable for any damage to property of Tenant or of others entrusted to
employees of the building, nor for loss of or damage to any property of Tenant
by theft or otherwise, nor for any injury or damage to persons or property
resulting from any cause of whatsoever nature, unless caused by or due to the
negligence (5) of Owner, its agents, servants or employees. Owner or its agents
will not be liable for any such damage caused by other tenants or persons in,
upon or about said building or caused by operations in construction of any
private, public or quasi public work. If at any time any windows of the demised
premises are temporarily closed, darkened or bricked up (or permanently closed,
darkened or bricked up, if required by law) 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 of 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 Casualty: 9. (a) If the demised premises or any part
thereof shall be damaged by fire or other casualty, Tenant shall give immediate
notice thereof to Owner and this lease shall be continue in full force and
effect except as hereinafter set forth. (b) If the demised premises are
partially damaged (6) or rendered partially unusable by fire or other casualty,
the damages thereto shall be repaired by and at the expense of Owner and the
rent, until such repair shall be substantially completed, shall be apportioned
from the day following the casualty according to the part of the premises which
is usable. (c) If the demised premises are totally damaged or rendered wholly
unusable (8) by fire or other casualty, then the rent shall be proportionately
paid up to the time of the casualty and thenceforth shall cease until the date



<PAGE>



when the premises (9) shall have been repaired and restored by Owner, subject to
Owner's right to elect not to restore the same as hereinafter provided. (d) If
the demised premises are rendered wholly unusable or (whether or not the demised
premises are damaged in whole or in part) if the building shall be so damaged
that Owner shall decide to demolish it or to rebuild it, then, in any of such
events, Owner may elect to terminate this lease by written notice to Tenant,
given within 90 days after such fire or casualty, specifying a date for the
expiration of the lease, which date shall not be more than 60 days after the
giving of such notice, and upon the date specified in such notice the term of
this lease shall expire as fully and completely as if such date were the date
set forth above for the termination of this lease and Tenant shall forthwith
quit, surrender and vacate the premises without prejudice however, to 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 movable equipment,
furniture, and other property. Tenant's liability for rent shall resume (7) days
after written notice from Owner that the premises are substantially ready for
Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant from
liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, including Owners 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
subparagraph (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 releasors' insurance policies contain a clause providing
that such a release or waiver shall not invalidate the insurance. If, and to the
extent, that such waiver can be obtained only by the payment of additional
premiums, then the party benefitting 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. (8).

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



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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 any time,
and, at other reasonable times (9), 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. (10) Throughout the
term hereof Owner shall have the right to enter the demised premises at
reasonable hours for the purpose of showing the same to prospective purchasers
or mortgagees of the building, and during the last six months of the term for
the purpose of showing the same to prospective tenants. If Tenant is not present
to open and permit an entry into the premises, Owner or Owner's agents may enter
the same whenever such entry may be necessary or permissible by master key or
forcibly and provided reasonable care is exercised to safeguard Tenant's
property, such entry shall not render Owner or its agents liable therefor, nor
in any event shall the obligations of Tenant hereunder be affected. If during
the last month of the term Tenant shall have removed all or substantially all of
Tenant's property therefrom Owner may immediately enter, alter, renovate or
redecorate the demised premises without limitation or abatement of rent, or
incurring liability to Tenant for any compensation and such act shall have no
effect on this lease or Tenant's obligations hereunder.

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 abatement of rent, nor shall such revocation, diminution or
requisition be deemed constructive or actual eviction.

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. (11).

Bankruptcy: 16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be canceled 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 (12), 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.





<PAGE>


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

Default: 17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease (13) 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);
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,
the 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, 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 otherwise, (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 also pay Owner as
liquidated damages for the failure of Tenant to observe and perform said
Tenant's covenants herein contained, any deficiency between the rent hereby
reserved and/or covenanted to be paid and the net amount, if any, of the rents
collected on account of the lease or leases of the demised premises for each
month of the period which would otherwise have constituted the balance of the
term of this lease. The failure of Owner to re-let the premises or any part or
parts thereof shall not release or affect Tenant's liability for damages. In
computing such liquidated damages there shall be added to the said deficiency
such expenses as Owner may incur in connection with re-letting, such as legal
expenses, attorneys' fees, brokerage, advertising and for keeping the demised
premises in good order or for preparing the same for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the rent
day specified in this lease 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




<PAGE>


collect the deficiency for any subsequent month by a similar proceeding. Owner,
in putting the demised premises in good order or preparing the same for
re-rental may, at Owners 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 not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, 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 at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws 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.

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 attorney's 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 so
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 (10) 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 possession was so taken, except as to
latent defects. All understandings and agreements heretofore made between the
parties hereto are merged in this contract, which alone fully and completely
expresses the agreement between Owner and Tenant and any executory agreement
hereafter made shall be ineffective to 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



<PAGE>


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 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.

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 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




<PAGE>


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 or fixtures if Owner is prevented or delayed from so doing by reason
of strike or labor troubles or any cause whatsoever including, but not limited
to, government preemption 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 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. 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 in unusual quantities (of which fact Owner shall be the sole judge), Owner
may install a water meter at Tenant's expense which Tenant shall thereafter
maintain at Tenant's expense in good working order and repair to register such
water consumption and Tenant shall pay for water consumed as shown on said meter
as additional rent as and when bills are rendered; (d) cleaning service for the
demised premises on business days at Owner's 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 Owner's 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
a.m. to 6:00 p.m., and ventilation will be furnished on business days during the
aforesaid hours except when air conditioning/cooling is being furnished as
aforesaid. If Tenant requires air conditioning/cooling or ventilation for more
extended hours or on Saturdays, Sundays or on holidays, as defined under 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, 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. (14)

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




<PAGE>


construed without further agreement between the parties or their successors in
interest, or between the parties and the purchaser, at any such sale or the said
lessee of the building, or of the land and building, that the purchaser or the
lessee of the building has assumed and agreed to carry out any and all covenants
and obligations of Owner, hereunder. The words "re-enter" and "re-entry" as used
in this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays, Sundays and all
days observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable building service union employees
service contract or by the applicable Operating Engineers contract with respect
to HVAC service. 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 land
adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
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 (15) 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 to 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 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.
(16)

Security 34. Tenant has deposited with Owner the sum of $ 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 of any other sum as to
which Tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including but not limited to, any
damages or deficiency 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 the Tenant after the date fixed as the end of the
Lease and after delivery of entire possession of the demised premises to Owner.
In the event of a sale of the land and building or leasing of the building, of
which the demised premises form a part, Owner shall have the right to transfer
the security to the vendee or lessee and Owner shall thereupon be released by
Tenant from all liability for the return of s such security; and Tenant agrees
to look to the new Owner solely for the return of said security, and it is
agreed that the provisions hereof shall apply to every transfer or assignment
made of the security to a new Owner. Tenant further covenants that it will not
assign or encumber or attempt to assign or encumber the monies deposited herein
as security and that neither Owner nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.

Estoppel Certificate 35. Tenant, at any time, and from time to time, upon at
least 10 days' prior notice by Owner shall execute, acknowledge and deliver to
Owner, and/or to any other person, firm or corporation specified by Owner, a
statement certifying that this Lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), stating the dates to which the rent
and additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.




<PAGE>


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 Owner's 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 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.

SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF

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


Witness for Owner:                  LANDLORD
                                    MAYORE ESTATES LLC
                                        /s/
                                    By: _________________________

                                    80 LAFAYETTE ASSOCIATES LLC
                                        /s/
                                    By: _________________________

Witness for Tenant:                 Tenant
                                    GAINES, BERLAND INC.
                                        /s/
                                    By:___________________________






<PAGE>
                        INSERTS TO PRINTED FORM OF LEASE,
                       DATED AS OF AUGUST 3,1999, BETWEEN

                               MAVORE ESTATES LLC
                        AND 80 LAFAYETTE ASSOCIATES LLC,

                         COLLECTIVELY, AS LANDLORD, AND
                         GAINES, BERLAND INC., AS TENANT

(1)  , which consent  shall not be  unreasonably  withheld,  (1) , which consent
     shall not be  unreasonably  withheld,  conditioned or delayed  provided the
     provisions of the Lease,  including,  without  limitation,  Article 40, are
     complied with by Tenant

(2)  reasonably

(2a) No consent is required for cosmetic,  decorative  alterations  which do not
     require a building permit and which cost less than $15,000 in the aggregate
     to complete.

(3) after notice thereof is given to the Tenant

(4)  ; provided,  however,  that Tenant shall not have any  obligation to remove
     any such  installation  which  is  affixed  to the  Demised  Premises  in a
     permanent manner

(5)  or wilful misconduct

(6)  or wholly inaccessible

(7)  fifteen (15)

(8)  (g) Subject to Owner's  receipt of  insurance  proceeds  fro its insurer or
     lender,  if for any  reason  the  repairs  necessitated  by  fire or  other
     casualty are not substantially completed by Owner within 270 days after the
     date of damage,  Tenant shall have the right to  terminate  this Lease upon
     not less than thirty (30) days' prior  written  notice to Owner;  provided,
     however,  that  such  notice is sent  within  thirty  (30)  days  after the
     expiration of such 270 day period.

(9)  upon  reasonable  prior  notice  (which may be oral) and  accompanied  by a
     Tenant representative if Tenant desires same

(10) Owner  shall  in good  faith  use all  commercially  reasonabl  efforts  to
     minimize  any  material  interference  with  Tenant's  use of  the  Demised
     Premises in the exercise of Landlord's rights under this Article.

(11) Tenant shall not have any responsibility for violations  existing as of the
     Commencement  Date.  Landlord  represents  that  there  are  no  violations
     currently  encumbering the Demised  Premises which will prevent Tenant from
     obtaining a building permit for Tenant's Initial Installation  (hereinafter
     defined).

(12) (and  which,  in the  case of an  involuntary  case in  bankruptcy,  is not
     dismissed within sixty (60) days of its filing thereof)




<PAGE>



(13) including, without limitation,

(14) Tenant shall have access to the Demised Premises 7 days week, 24 hours each
     day.

(15) and nondiscriminatory

(16) Landlord agrees to enforce the Rules and  Regulations in  nondiscriminatory
     fashion.




<PAGE>



                         ADDITIONAL CLAUSES ATTACHED TO
                        AND FORMING A PART OF LEASE DATED
                      AUGUST 3,1999 BETWEEN MAYORE ESTATES
                      LLC AND 80 LAFAYETTE ASSOCIATES LLC,
                         COLLECTIVELY, AS LANDLORD, AND
                         GAINES. BERLAND INC.. AS TENANT

                IN THE EVENT OF ANY INCONSISTENCIES BETWEEN THE PROVISIONS OF
THIS RIDER AND THE PREPRINTED FORM LEASE TO WHICH IT IS ATTACHED, THE

PROVISIONS OF THIS RIDER SHALL CONTROL.

37. DEMISED  PREMISES  ACCEPTED  AS-IS;  POSSESSION:  Tenant  acknowledges  that
neither Landlord nor Landlord's agent has made any  representations  or promises
with  regard  to the  Demised  Premises  for the  term  herein  demised.  Tenant
acknowledges that Tenant has inspected the Demised Premises and agrees to accept
same as is and  that  Landlord  shall  not be  obligated  to make  any  repairs,
alterations,  improvements  or additions  to prepare  said Demised  Premises for
Tenant's  occupancy  whatsoever,  except that Landlord has agreed to construct a
demising  wall (the  "Landlord's  Work") on the  twentieth  (20th)  floor of the
Building  separating  the Demised  Premises  located on such floor from  certain
adjacent space on such floor located at the  southernmost  portion of such floor
and which is not being  leased to Tenant  pursuant to this Lease (such  adjacent
space is herein  referred  to as Unit "A" and is shown on  Exhibit  "A"  annexed
hereto and made a part  hereof).  The said  demising wall shall run from east to
west and shall be constructed so as to be parallel to Dey Street in that portion
of the Demised Premises.  At Landlord's  option,  Landlord may elect to hire and
pay the Tenant's  contractor  to perform the  Landlord's  Work and in such event
Tenant 's contractor  shall perform the Landlord's  Work, and Landlord shall pay
the  Tenant's  contractor  for the cost of same as  reasonably  estimated by the
Tenant's architect.  The Landlord's Work shall be substantially completed within
thirty (30) days of the later of (i) the Commencement Date (hereinafter defined)
of this Lease and (ii) the date of the  submission  by Tenant to Landlord of the
plans and  specifications  for the Tenant's  Initial  Installation  (hereinafter
defined).  The plans and  specifications  for the Tenant's Initial  Installation
shall incorporate and specify such demising wall and its planned location within
the Demised Premises.

38.   USE:

                (A) Subject to and in  accordance  with the rules,  regulations,
laws,  ordinances,  statutory  limitations and  requirements of all governmental
authorities  and the  fire  insurance  rating  organization  and  board  of fire
underwriters  and  any  similar  bodies  having  jurisdiction  thereof,   Tenant
covenants and agrees that it shall use the Demised  Premises  solely for general
office use, stock and securities  brokerage  offices,  trading  offices,  broker
dealer operations,  executive and administrative offices and general offices for
research and investment banking and for no other purpose.

                (B)  Tenant  agrees  that (i)  Landlord  shall have the right to
prohibit the continued use by Tenant of any method of operation,  advertising or
interior display which shall be in violation of the use permitted herein. Tenant
will not  encumber or  obstruct or permit to be  encumbered  or  obstructed  any
hallway, service elevator, stairway or passageway in the Building. Tenant hereby
indemnifies and holds harmless the Landlord and its lender,  agent,  tenants and
invitees  from any and all  loss,  cost or  expense  incurred  by  reason of the
Tenant's particular manner of use of the Demised Premises,  the Building and any
common areas therein or thereon.




<PAGE>




               (C) Tenant acknowledges that the Demised Premises are located in
a first-class commercial building,  that the provisions of this Article 38 are a
material  inducement  to the Landlord for the execution of this Lease and that a
default  by  Tenant  hereunder  shall be  deemed a  material  default  by Tenant
hereunder shall be deemed a material default entitling  Landlord to exercise any
or all of the remedies provided in this Lease.




<PAGE>



39. RENTAL:  The payments reserved under this Lease for the term hereof shall be
and consist of the aggregate of:

                (A)   "Minimum Rent" during the term of the Lease shall be as
follows:

                Lease Year(s)        Annual Rental              Monthly Rental
                -------------        -------------              --------------

                1 - 5                $ 585,620.00                $ 48,801.67

                6 - 10               $ 669,280.00                $ 55,773.33
                and seven (7)
                months in Lease
                Year 11

                The first "Lease Year" shall commence on the commencement date
(the  "Commencement  Date") of this Lease,  which  shall be August 3, 1999,  and
shall  end on  August  31,  2000 and each  succeeding  "Lease  Year"  shall  run
concurrently  with each succeeding  period of twelve (12) calendar  months.  The
Demised Premises shall be delivered to Tenant as of the  Commencement  Date free
of other tenancies and occupants.

                The  expiration  date of this  Lease  and the end of the term of
this Lease shall be March 31, 2010 (the "Expiration Date").

                Minimum Rent shall be payable in advance, on the first (1st) day
of each calendar month.

                Tenant's  obligation  to pay Minimum Rent under this Lease shall
commence (the "Rent Commencement  Date") on April 1, 2000. Except as hereinabove
described, there shall be no abatements of Minimum Rent or Additional Rent under
this Lease.

                (B)  "Additional  Rent",  consisting  of all such  other sums of
money as shall become due from and payable by Tenant to Landlord  hereunder (for
default in payment of which  Landlord  shall have the same remedies as a default
in payment of Minimum Rent).

                (C) The obligation of Tenant to pay all sums of Additional  Rent
and electricity  charges to Landlord shall commence on the Commencement  Date of
the Lease and there shall be no abatement whatsoever of the obligation of Tenant
to pay all sums of Additional Rent and electricity  charges during any period or
part of any Lease Year during the term of the Lease.

                (D) Landlord  hereby directs Tenant to make all Minimum Rent and
Additional Rent payments payable to Mayore Estates LLC.

40. TENANT'S  INSTALLATIONS:  Except for Landlord's  Work, all work necessary or
desirable to make the Demised Premises  suitable for Tenant's use and occupancy,
including,  without limitation, any changes or work which Tenant intends to make
at the  inception of the Lease shall be performed by Tenant at Tenant's own cost
and expense (hereinafter called "Tenant's Work").  Tenant's Work to be performed
by Tenant in the Demised Premises shall be subject to the following conditions:





<PAGE>


                (A) Tenant shall comply with all of the laws, orders,  rules and
regulations of all  governmental  authorities,  and of the fire insurance rating
organization  having  jurisdiction   thereof,   and  the  local  board  of  fire
underwriters,  or any similar body, and Tenant shall procure and pay for, so far
as the same may be required, all governmental permits and authorizations;

                (B)  Prior  to   commencing   Tenant's   Work,   all  plans  and
specifications  therefore  shall be submitted to Landlord for  Landlord's  prior
written approval said approval not to be unreasonably  withheld,  conditioned or
delayed  as to  nonstructural  work.  Tenant  will  reimburse  Landlord  for any
reasonable  third party review costs incurred by Landlord in connection with the
Tenant's Initial Installation (hereinafter defined) and for any of Tenant's Work
(other than the Landlord's  Work),  including,  without  limitation,  reasonable
costs incurred in connection with Landlord's  review and/or approval of Tenant's
plans and  specifications  for any Tenant's  Work.  In the event Tenant does not
retain the  Building's  engineer,  plans  prepared by other  engineers  shall be
submitted to Landlord's  Building engineer for review and Tenant shall reimburse
Landlord for the reasonable  cost of such review in addition to any other review
costs incurred by Landlord and required to be reimbursed by Tenant hereunder. In
the event  Tenant  shall  employ any  contractor  to do any work in the  Demised
Premises  permitted by this Lease, such contractor and any subcontractor must be
licensed and bonded and said  contractor  and any  subcontractor  shall agree to
employ only such labor as will not result in jurisdictional  disputes or strikes
or result in causing  disharmony  with other  workers  employed at the Building.
Tenant  shall  inform  Landlord  in  writing of the names of any  contractor  or
subcontractor  Tenant  proposes to use in the Demised  Premises at least 15 days
prior to the beginning of work by such contractor or subcontractor  and Landlord
shall   have  the  right  to   approve-or   disapprove   such   contractors   or
subcontractors,  with such approval not to be unreasonably withheld, conditioned
or  delayed.  Tenant  shall only use a  fire-alarm  contractor  pre-approved  by
Landlord's  managing  agent for the Building.  The cost of Tenant's Work made at
the  inception  of this  Lease  as  shown on such  contract(s)  shall be  herein
referred to as "Tenant's Costs";

                (C)  Tenant's  Work  shall be  prosecuted  (i)  with  reasonable
dispatch, (ii) in accordance with the plans and specifications submitted to, and
approved in writing by, Landlord  pursuant to subparagraph  (B) hereof and (iii)
only with the use of new first class materials and supplies;

                (D) Tenant shall make all  necessary  payments  required so that
the Demised Premises and Building shall upon completion of Tenant's Work be free
of liens for labor and materials supplied in connection with Tenant's Work;

                (E) Prior to commencing  Tenant's Work,  Tenant shall at its own
cost  and  expense   deliver  to  Landlord  an  endorsement  of  its  policy  of
comprehensive  general  liability  insurance  referred  to in Article 46 of this
Lease,  covering  the risk during the course of  performance  of Tenant's  Work,
together  with proof of payment of such  endorsement,  which  policy as endorsed
shall  protect  Landlord in the same  amounts  against  any claims or  liability
arising out of Tenant's  Work, and Tenant or Tenant's  contractors  shall obtain
workmen's compensation insurance to cover all persons engaged in Tenant's Work;

                (F) Tenant  guarantees  to Landlord  that Tenant's Work shall be
promptly  completed and paid for, and upon  completion the Demised  Premises and
the  Building  shall  be free  and  clear of all  liens,  encumbrances,  chattel
mortgages,  conditional bills of sale and other charges, and Tenant's Work shall
be  completed  in  accordance  with the plans  and  specifications  approved  by
Landlord; and

                (G)  Notwithstanding  anything herein contained to the contrary,
Tenant shall make all repairs to the Demised  Premises  necessitated by Tenant's





<PAGE>


Work  permitted  hereunder,  and  shall  keep and  maintain  in good  order  and
condition all of the  installations  in connection with Tenant's Work, and shall
make all necessary replacements thereto.

                (H) All of  Tenant's  Work  shall be done in such a manner so as
not to interfere with, delay, or impose any additional  expense upon Landlord in
the  maintenance  or operation of the  Building.  In no event shall  Landlord be
required to consent to any of Tenant's  Work which would  physically  affect any
part of the Building  outside of the Demised  Premises or would,  in  Landlord's
sole judgment, adversely affect the proper functioning of any of the mechanical,
electrical,  sanitary or other systems of the Building. The approval by Landlord
of any of Tenant's plans and  specifications  shall not constitute an assumption
of any  liability  on the  part of the  Landlord  for  their  accuracy  or their
conformity  which  applicable  law,  and  Tenant  shall  be  solely  responsible
therefor.  Approval by Landlord of any Tenant's plans and  specifications  shall
not constitute a waiver by Landlord of the right to thereafter require Tenant to
amend same to provide for omissions therein later discovered by Landlord.

                (I)  Subject  to the  terms  and  conditions  set  forth  below,
Landlord  shall  expend  up to a  maximum  amount  of  $702,025.00  ("Landlord's
Contribution")   for  costs  incurred  in  connection   with  Tenant's   initial
installation in the Demised Premises for the conduct of its business  (including
architectural,  engineering,  expediting  and  other  consulting  fees,  and all
necessary building department permits and approvals,  but not including personal
property not  constituting  a permanent  leasehold  improvement)  (collectively,
"Tenant's Initial Installation").  Notwithstanding  anything to the contrary set
forth in this Lease, Tenant unconditionally acknowledges and agrees that no more
than  $104,575.00 of the Landlord's  Contribution  may be used by Tenant for the
payment of construction-related  soft costs associated with the Tenant's Initial
Installation.  The costs  incurred  by Tenant for  electrical  wiring,  computer
wiring  and  installation  and  for  installation  of  the  Supplementary   Unit
(hereinafter  defined) may be part of Landlord's  Contribution.  Landlord  shall
disburse from time to time,  but not more often than once in any thirty (30) day
period,  within  ten (10)  business  days  after  receipt  of  Tenant's  request
therefor,  that portion of Landlord's Contribution equal to the amount set forth
in Tenant's requisition;  provided however, that no advance or requisition shall
be made if, and for so long as,  Tenant shall be in monetary  default under this
lease or non-monetary  default under this Lease beyond any applicable notice and
cure period.  No requisition or advance shall be made until receipt of a written
request therefor from Tenant and the submission by Tenant of the following:

                (1) A certificate signed by Tenant and Tenant's  architect,  and
AIA Form G702, also signed by Tenant and Tenant's architect, dated not more than
ten (10) days prior to such  request,  setting forth (a) the sum then justly due
to all contractors, subcontractors, materialmen, engineers, architects and other
persons who have rendered  services or furnished  materials in  connection  with
Tenant's  Initial  Installation,  (b) a brief  description  of such services and
materials and the amounts previously paid or to be paid from such requisition to
each of such  persons in respect  thereof;  (c) that the work  described  in the
certificate has been completed  substantially in accordance with the final plans
which were approved in writing by the Landlord (this  statement need not be made
by Tenant, only by Tenant's  architect),  (d) that there has not been filed with
respect to the  Demised  Premises  or the  Building  or any part  thereof or any
improvements  thereon,  any vendor's,  mechanic's,  laborer's,  materialmen's or
other like liens arising out of Tenant's Initial Installation which has not been
discharged  of  record,  and  (e)  that  Tenant  has  complied  with  all of the
conditions  set forth in this Lease  applicable  to  alterations,  including the
requirement  that Tenant comply with all applicable law  (statements (d) and (e)
need not be made by Tenant's architect, only by Tenant); and




<PAGE>



                  (2) Partial lien waivers  corresponding  to the particular sum
to be  advanced  or paid (less the ten (10%)  retainage  amount held back by the
Landlord for such advance or  requisition)  to each  contractor,  subcontractor,
materialman, engineer, architect and other persons who have rendered services or
furnished  materials in  connection  with  Tenant's  Initial  Installation  with
respect  to such  particular  advance  or  requisition  to be paid  thereon,  in
recordable form, paid receipts and such other proof of payment as Landlord shall
reasonably  require for all work done and materials supplied and amounts paid to
such vendors  prior to the current  requisition  and with respect to the current
requisition.

                (J)  Landlord has applied for the  Property  Tax  Exemption  and
Deferral  created by Title II, Chapter 2, Part 3 of the  Administrative  Code of
the City of New York and accordingly, this Lease is subject to the provisions of
Executive  Order Nos.  50 (1980)  and 100  (1986) and the Rules and  Regulations
promulgated  thereunder,  as same may from time to time be  amended  and the New
York  City  Industrial  and  Commercial  Incentive  Program  and the  Rules  and
Regulations  promulgated  thereunder ("ICIP"). To the extent required,  all work
(including,  but not  limited to  Tenant's  Initial  Installation  and all other
Tenant's Work) must be done in strict  compliance with the ICIP laws for as long
as the  Building  continues  to qualify  for ICIP  benefits  and,  to the extent
required,  Tenant  acknowledges  that  Landlord may be required to condition its
approval for any work to be done within the Demised  Premises on the approval of
a governmental  agency in connection  with the foregoing.  In furtherance of the
foregoing,  Tenant and Tenant's  contractor  must cooperate in filing  documents
required by the Department of Finance and the Department of Business Services of
the City of New  York in the  procurement  of an ICIP  exemption  and the  Lower
Manhattan Energy Program ("LMEP")  abatement,  and Landlord must, subject to the
express provisions of Exhibit "B" of this Lease,  cooperate (at no expense, risk
or loss to Landlord)  in executing  documents  required in  connection  with the
Lower  Manhattan  Real  Property  Tax  Abatement  Program  ("LMRPTAP").   Tenant
acknowledges  that Landlord is seeking benefits under the LMEP and that Landlord
agrees to pursue such benefits with reasonable  diligence,  however Landlord has
not  guaranteed or represented to Tenant that any such benefits will actually be
obtained  by  Landlord  for itself or for the  benefit of Tenant.  Tenant  shall
indemnify and hold Landlord  harmless for any and all losses,  claims,  damages,
costs or  liabilties  suffered or  incurred by Landlord  arising out of Tenant's
failure to comply with all ICIP,  LMEP and LMRPTAP  requirements  applicable  to
Tenant in connection with any Tenant's Work or otherwise in connection with this
Lease and of which Landlord shall have provided Tenant notice.

                (K) Anything in this  Article to the  contrary  notwithstanding,
Landlord  shall not be  required  to expend or  reimburse  the final ten percent
(10%) of  Landlord's  Contribution  and  shall in  addition  be  unconditionally
entitled to retain ten (10%) percent from each advance or  requisition  until it
has received final lien waivers in recordable form, paid receipts and such other
proof of payment as  Landlord  shall  reasonably  require  for all work done and
materials supplied and amounts paid to such vendors prior to and with respect to
amounts and payments covered by the current requisition,  and until Landlord has
also  received  from  Tenant's  architect  all  certificates  of final  approval
required by any governmental or quasi  governmental  body in respect of Tenant's
Initial Installation and Tenant and Tenant's contractor shall have submitted any
necessary  filings required by the ICIP, the LMEP and/or the LMRPTAP.  Following
completion of Tenant's Work and the Tenant's Initial Installation,  Tenant shall
cause Tenant's  architect to obtain and such architect  shall be responsible for
obtaining final approval of Tenant's Work and the Tenant's Initial  Installation
from the New York City  Department  of  Buildings  and other  regulatory  bodies
having  jurisdiction.  In  addition,  Tenant shall be required to sign a written
statement  in form  satisfactory  to  Landlord  acknowledging  the total cost of
Tenant's Initial  Installation and further  acknowledging  that all contractors,
subcontractors,  materialmen,  engineers,  architects and other persons who have
rendered  services or furnished  materials in connection  with Tenant's  Initial
Installation have been previously paid in full.  Notwithstanding anything to the
contrary set forth in this Lease, the Tenant  acknowledges that if the final ten
percent (10%) of Landlord's  Contribution  has not been drawn down by the Tenant
or  reimbursed  to the  Tenant  within  three  hundred  sixty  (360) days of the





<PAGE>


Commencement   Date  of  this  Lease,  then  Tenant  shall  be  deemed  to  have
unconditionally  and forever forfeited any rights to the final ten percent (10%)
of Landlord's Contribution and Landlord shall be entitled to retain said sum.

                (L) Any  modifications,  changes or  alterations  to the Class E
fire safety system for each floor in the Building on which the Demised  Premises
are  located  (each a "Fire  Safety  System")  which  are  performed  after  the
Commencement Date, including without limitation,  installing  speakers,  strobes
and pull stations and making other Class E installations  and hookups and making
modifications  to said Fire Safety  System,  shall be performed by Tenant at its
sole cost and  expense  and shall be  deemed  to be a part of  Tenant's  Initial
Installation.  The work to be  performed  by  Tenant  in and to the Fire  Safety
System shall be a part of Tenant's Initial  Installation,  shall be described in
Tenant's  plans and  specifications  therefor and shall be reimbursed as part of
Landlord's  Contribution.  Tenant  may use only the  contractor  or  contractors
designated  by Landlord  with  respect to any  Tenant's  Work to the Fire Safety
System.  Landlord herein acknowledges that "Edwards" is an acceptable contractor
with  respect to any work to be  performed  by Tenant in and to the Fire  Safety
System.  Subsequent  to any  Tenant's  work to be  performed  in and to the Fire
Safety  System,  such  system  shall  be  repaired  and  maintained  only by the
contractors designated by Landlord from time to time, at Tenant's cost. Landlord
shall  maintain the  Building's  Class E fire safety  system.  Together with the
plans and specifications for Tenant's Initial Installation, Tenant shall provide
to the Landlord and it's engineer for its written  approval and comment  thereto
the  specifications  outlining  the design and  modifications  to be made by the
Tenant to the Fire Safety System for the floor(s) on which the Demised  Premises
are located.  Once  Landlord and its engineer  approve in writing said plans and
specifications  for the  modification of the Fire Safety System and adds to such
plans and  specifications  any modifications  required to the Fire Safety System
for the balance of the floor on which the Demised  Premises  are  located,  same
shall be forwarded to Edwards,  the service provider for the Fire Safety System.
The parties agree that the costs  incurred in connection  with the  modification
kit for the Fire Safety System for each floor on which the Demised  Premises are
located shall be paid pro-rata by Tenant  according to the  percentage  that the
rentable  square  footage of each portion of the Demised  Premises  located on a
floor bears to the rentable square footage of each respective floor on which the
Demised  Premises are located,  and Tenant  shall pay such  pro-rata  charges to
Landlord with ten (10) days of being billed therefor by the Landlord.

41.  ELECTRICTY:

                  (A)  Landlord  will  provide   electricity   to  Tenant  on  a
submetered basis subject to the terms and conditions of this Article 41.

                  (B)      For the purposes of subsection C of this Article 41,
Landlord and Tenant agree that:

                           (1) The term "Electric Rate" (including all
applicable surcharges, demand charges, energy charges, fuel adjustment charges,
time of day charges, taxes and other sums payable in respect thereof) shall mean
the greater of either:

                           (a) the Service Classification 4 Rate 2 (or successor
Service Classification rate) pursuant to which Landlord purchases electricity
from the utility company servicing the Building, or

                           (b) the  Service  Classification  pursuant  to  which
Tenant would purchase electricity directly from the utility company servicing
the Building; provided, however, at no time shall the amount payable by Tenant




<PAGE>



for electricity be less than the Cost per Kilowatthour (hereinafter defined).

                           (2) The term "Cost per  Kilowatthour"  shall mean the
total cost for electricity incurred by Landlord to service the Building during a
particular time period (including all applicable surcharges, demand charges,
energy charges, fuel adjustment charges, time of day charges, taxes and other
sums payable in respect thereof) divided by the total kilowatthours purchased by
Landlord during such period.

                (C)  Electricity  shall be  supplied  by Landlord to service the
Demised Premises and Tenant shall pay to Landlord,  as Additional  Rent,  within
ten (10) days after  rendition of any bill, the sum of (a) an amount  determined
by  applying  the  Electric  Rate to  Tenant's  consumption  of and  demand  for
electricity within the Demised Premises as recorded on the submeter or submeters
servicing the Demised  Premises (as installed by the Tenant at its sole cost and
expense),  and (b) Landlord's  administrative charge of five (5%) percent of the
amount  referred to in (a) above,  if and to the extent  permitted  by law,  for
overhead and  supervision.  Tenant may use one submeter for both the 19th or and
20th floor spaces which comprise the Demised Premises.

                When more than one submeter  measures the electrical  service to
Demised Premises, the service rendered through each submeter shall be separately
computed  and billed in  accordance  with the  charges,  taxes,  terms and rates
stated  herein.  Bills shall be rendered  monthly at such times as Landlord  may
elect and,  commencing  on the earlier of (i)  Tenant's  occupancy of all or any
portion of the Demised  Premises,  or (ii) the Commencement  Date of the term of
this Lease,  the amounts as computed from meter  readings shall be deemed to be,
and be paid as, Additional Rent without set-off or deduction.  In no event shall
the amount payable by Tenant each month,  in  consideration  of Landlord  having
electric current available to the Demised Premises, be less than an amount equal
to  the  least  demand  charge  shown  on  Tenant's  electric  bill  within  the
immediately  preceding  twelve (12) month  period of Tenant's  occupancy  of the
Demised  Premises (or such shorter  period of time as Tenant shall have occupied
the Demised Premises if Tenant's occupancy shall have been less than twelve (12)
months.)

                For  purposes  of this  Article,  the rate to be paid by  Tenant
shall  include  any taxes,  energy  charges,  demand  charges,  fuel  adjustment
charges,   rate  adjustment  charges,  or  other  charges  actually  imposed  in
connection  therewith.  If any tax is imposed upon Landlord's  receipts from the
sale or resale of  electrical  energy to Tenant by any federal,  state,  city or
local  authority,  the pro-rata  share of such tax  allocable to the  electrical
energy  service  received  by Tenant  shall be passed onto and paid by Tenant as
Additional  Rent if and to the  extent  permitted  by law.  Notwithstanding  the
foregoing,  Tenant shall pay Landlord as Additional  Rent from the  Commencement
Date until such time as all  necessary  electrical  submeters  are installed and
operable for the Demised  Premises,  an electric charge of $1.50 per square foot
of the Demised  Premises  until  Tenant  occupies  the Demised  Premises for the
purpose of conducting its business in the Demised  Premises and $2.50 per square
foot from the time  Tenant  occupies  the  Demised  Premises  for the purpose of
conducting its business in the Demised Premises until all of the  aforementioned
submeters are installed and operable.  For purposes of this paragraph  only, the
Demised Premises are deemed to contain 20, 915 rentable square feet. In no event
shall Tenant or Landlord be entitled to measure,  remeasure or adjust the square
footage  of the  Demised  Premises  after the date of this Lease and none of the
provisions of this Lease, including,  without limitation, the Minimum Rental and
Additional Rental, shall ever be modified based on such square footage.



<PAGE>


                Tenant shall pay Landlord for any given bill period for such
electric  current at the  prevailing  rate  Service  Classification  4 Rate 2 as
described  hereinabove (or successor  Service  Classification  rate, and not the
time-of-day  rate  schedule  (if any),  and if any increase or increases in such
rate becomes effective during the term of this Lease, for similar service by any
public  service  company  servicing  the part of the city where the  Building is
located all such  increase or  increases  shall be paid by Tenant to Landlord or
the meter company  designated by Landlord at the same percentage  increase as is
shown by the first month's increased charges paid by Landlord,  when billed. The
amount  to be paid by Tenant  for  current  consumed  shall be  determined  by a
submeter or submeters  in the Demised  Premises or installed by the Landlord and
billed separately  according to such submeter(s).  Bills for current consumed by
Tenant (and/or bulbs, lamps or electric fixtures,  renewed or replaced) shall be
rendered by Landlord,  or the meter company,  to Tenant at such time as Landlord
may elect,  and shall be deemed to be, and be paid as Additional Rent within ten
(10) days after rendition of any such bill. The amounts payable pursuant to this
Section shall be deemed Additional Rent under the Lease. Landlord shall have the
right,  in the event of any  nonpayment  by Tenant of any such bills within said
ten (10) day period after  rendition of any bill to discontinue  and cut off the
use of electric  current to Tenant after providing  Tenant an additional  twenty
(20) day notice,  without  releasing Tenant from any liability under this Lease,
and without  Landlord or the said meter company  incurring any liability for any
damage caused by such discontinuance of service.

                Tenant further agrees,  on demand by Landlord (if Landlord shall
then be  supplying  electricity  to the Demised  Premises)  if Tenant is then in
default of this Lease after the expiration of any grace or cure period expressly
provided for in this Lease,  or the meter  company,  to deposit with Landlord or
with the meter  company  designated  by Landlord,  as  applicable,  cash deposit
sufficient,   in  Landlord's  reasonable  opinion,  to  secure  payment  of  the
electricity  consumed by Tenant in the  Demised  Premises.  No current  shall be
furnished  until the  equipment  of the Tenant has been  approved  by the proper
public  authorities,  the New York Board of Fire  Underwriters  and the New York
Fire Insurance  Exchange or similar  organization  having  jurisdiction,  and no
changes shall be made in such equipment without the written consent of Landlord.
Tenant  shall make no changes  and/or  additions  to the  electrical  equipment,
wiring  and/or  appliances  in the Demised  Premises,  without the prior written
reasonable  consent of landlord.  Rigid conduit only will be allowed by Landlord
for exposed work. If, in Landlord's  reasonable opinion, as confirmed in writing
by  the  written   opinion  of  Landlord's   electrical   consultant,   Tenant's
installation  overloads  any riser or risers,  and/or  switch or switches in the
Building,  Tenant, at Tenant's sole cost and expense,  promptly will provide and
install, in conformity with all applicable Legal Requirements and all applicable
provision  of the  Lease,  any  additional  riser or  risers  and/or  any or all
switches, that any be necessary;  but no risers and/or switches may be installed
without Tenant first obtaining the prior written consent of the Landlord.

                         (D)  Landlord  shall  not  in  any  way  be  liable  or
responsible to Tenant for any loss or damage or expense which Tenant may sustain
or incur if either the quantity or character of electric service is changed or
is no longer available or suitable for Tenant's requirements. Landlord agrees to
provide to the 19th floor portion of the Demised Premises (and Tenant agrees
that at no time will the connected electrical load in the 19th floor portion of
the Demised Premises exceed) in the aggregate 400 amps of electrical power
(exclusive of Building airconditioning). Landlord agrees to provide to the 20th
floor portion of the Demised Premises (and Tenant agrees that at no time will
the connected electrical load in the 20th floor portion of the Demised Premises
exceed) in the aggregate six (6) watts per useable square foot of the 20th floor
portion of the Demised Premises (exclusive of Building air conditioning).
Tenant's use of electric current in the Demised Premises shall not at any time
exceed the capacity of any of the electrical conductors and facilities in or
otherwise serving the Demised Premises. In order to insure that such capacity is
not exceeded and to avert any possible adverse effect upon the Building's
electric service,




<PAGE>



Tenant shall not,  without  Landlord's  prior written  consent in each instance,
connect any fixtures,  appliances or equipment  (other than a reasonable  number
considering  the  Tenant's  use of the Demised  Premises and type of business of
table or floor lamps, typewriters,  quotrons, word processors,  small computers,
photocopy  machines and similar small office machines using comparable  electric
current) to the Building's electric  distribution system nor make any alteration
or addition to the  electric  system of the Demised  Premises.  Should  Landlord
grant such consent,  all additional risers or other equipment  required therefor
shall be provided by Landlord upon notice to Tenant,  and all costs and expenses
in  connection  therewith,   including  without  limitation,  those  filing  and
supervision,  shall be paid by Tenant.  As a condition to granting such consent,
Landlord may require Tenant to agree to an increase in the Additional Rent by an
amount  which will reflect the value to Tenant of the  additional  service to be
furnished by Landlord, to wit: the potential additional electrical current to be
made available to Tenant based upon the estimated initial total capacity of such
additional risers or other equipment. If Landlord and Tenant cannot agree on the
amount of such  Additional  Rent  increase,  the same shall be  determined  by a
reputable electrical consultant,  to be selected by Landlord and paid equally by
both parties.  The parties shall then execute an agreement  prepared by Landlord
amending this Lease and setting forth the new  Additional  Rent  resulting  from
such  increases and  confirming  the effective  date thereof,  but such increase
shall be effective from such date even if such agreement is not executed.

                         (E)  Landlord   reserves   the  right  to   discontinue
furnishing electric current to Tenant in the Demised Premises at any time upon
not less than sixty (60) days' notice to Tenant, provided that Landlord shall
not exercise such right unless it discontinues furnishing electricity to a
substantial portion of the Building.

                         (F) If Landlord,  at Landlord's  option,  (i) exercises
such right of discontinuance as provided in paragraph E, or (ii) requires Tenant
to initially obtain its electric current directly from the public utility
corporation supplying electric current to the Building, this Lease shall
continue in full force and effect and shall be unaffected thereby except only
that, from and after the effective date of such discontinuance, or the
commencement of direct usage, as the case may be, Landlord shall not be
obligated to furnish electric current to Tenant. If Landlord is not to furnish
electric current to Tenant, Tenant shall arrange to obtain electric current
directly from the public utility corporation supplying electric current to the
Building; and in any event, unless same are already installed in sufficient
capacity and number in the Building, all risers, equipment and other facilities
which may be required for Tenant to obtain electric current directly from such
public utility corporation shall, at Tenant's expense, payable in advance to
Landlord upon demand, be installed by Landlord, if in Landlord's judgment the
same are necessary and will not cause damage or injury to the Building or any
part thereof or create a hazardous condition or entail excessive alterations,
repairs or expense or interfere with or disturb any other Building tenants or
occupants; and in any event, any such installation shall be maintained by
Tenant, at its expense, and shall be subject to such reasonable conditions as
Landlord and/or the public utility corporation may require. If, on the other
hand, Landlord is required by law or other applicable requirements of
governmental entities having jurisdiction over the Building to discontinue
furnishing electric energy to Tenant, Tenant shall reimburse Landlord promptly
upon demand for the cost incurred by Landlord in making such changes to panel
boards, feeders, risers, wiring and other conductors and equipment in order to
permit Tenant to obtain electric energy direct from the Utility Company. If
Landlord shall not furnish electric current to Tenant, it shall not be liable to
Tenant therefor and the same shall not be deemed to be a lessening or diminution
of services within the meaning of any law, rule or regulation now or hereafter
enacted, promulgated or issued.



<PAGE>



                         (G) If any  taxes or  charges  are or shall be  imposed
upon Landlord or its agent in connection with the sale or resale of electrical
energy to Tenant, Tenant covenants and agrees that, where permitted by law,
Tenant's pro-rata share of such taxes or charges shall be passed on to Tenant
and paid by Tenant to Landlord or its agent upon demand, as Additional Rent,
without set-off or deduction. At all times during the term of this lease Tenant
will comply with all present and future general rules, regulations, terms and
conditions applicable to service equipment, wiring and requirements in
accordance with the regulations of the public utility corporation supplying
electric current to the Building.

                         (H) Landlord's failure during the term of this Lease to
prepare and deliver any statements or bills under this Article or Landlord's
failure to make a demand under this Article or any other provisions of this
Lease, shall not in any way be deemed to be a waiver of, or cause Landlord to
forfeit or surrender its rights to collect, any increase in the Minimum Rent, or
any amount of Additional Rent which may have become due pursuant to this Article
during the term of this Lease. Tenant's liability for any amounts due under this
Article shall continue unabated during the remainder of the term of this Lease
and shall survive the expiration or sooner termination of this Lease.

42.  TAX ESCALATION:

                  (A) As used in t his Lease:

                      (i)  "Taxes" shall mean the real estate taxes and
assessments and special assessments imposed upon the Building and/or the land on
which the Building is situated by any  governmental  bodies or authorities  (the
"Land")  and any rights or  interests  appurtenant  thereto  payable by Landlord
during any Tax Year. If at any time during the term of this Lease the methods of
taxation  prevailing at the  commencement of the term hereof shall be altered so
that in lieu of, or as an  addition to or as a  substitute  for the whole or any
part of the taxes,  assessments,  levies,  impositions  or charges  now  levied,
assessed or imposed on real estate and the improvements thereof,  there shall be
levied,  assessed  and imposed (a) a tax,  assessment,  levy or otherwise on the
rents received  therefrom,  or (b) a license fee measured by the rent payable by
Tenant  to  Landlord,  or (c) any  other  such  additional  or  substitute  tax,
assessment,  levy,  imposition  or  charge,  then all such  taxes,  assessments,
levies, impositions or charges or the part thereof so measured or based shall be
deemed to be included  within the term  "Taxes" for the  purpose  hereof.  In no
event shall "Taxes" include income,  inheritance,  franchise,  gross receipts or
other  similar  taxes.  A copy of the tax  bill of The City of New York or other
taxing authority imposing Taxes on the Land or the. Building shall be sufficient
evidence  of the amount of Taxes.  Subject to the  provisions  of Exhibit "B" of
this  Lease,  notwithstanding  the fact that the  aforesaid  Additional  Rent is
measured by Taxes, such amount is Additional Rent and shall be paid by Tenant as
provided herein regardless of the fact that Tenant may be exempt, in whole or in
part, from the payment of any Taxes for any reason whatsoever.

                      (ii) "Base Tax" shall mean Taxes,  as finally  determined,
for the fiscal period of July 1, 1999 through June 30, 2000. The aforesaid shall
be calculated  without  regard to any abatement  obtained by Landlord  under the
LMRPTAP.

                           Landlord represents that the fiscal period of July 1,
1999 through June 30,2000 is the  Building's  first benefit year under the ICIP.
Landlord represents that taking into account the ICIP, the current Taxes for the
fiscal period of July 1, 1999 through June 30, 2000 are $1,810,953.12.




<PAGE>



                      (iii) "Tax Year" shall mean the fiscal year  commencing on
July 1 and ending on June 30 (or such other  period as  hereinafter  may be duly
adopted  by the  City  of New  York as its  Fiscal  Year  for  real  estate  tax
purposes),  any portion of which fiscal  period  occurs  during the term of this
Lease.

                      (iv)  "Tenant's  Share"  shall be three and  thirteen  one
hundredths (3.13 %) percent.




<PAGE>



                  (B) (i) If the Taxes  for any Tax Year  shall be more than the
Base Tax,  Tenant shall pay as Additional Rent for such Tax Year an amount equal
to Tenant's Share of the amount by which the Taxes for such Tax Year are greater
than the Base Tax (the amount payable by Tenant is  hereinafter  called the "Tax
Payment").  The Tax Payment shall be prorated, if necessary,  to correspond with
that  portion  of a Tax  Year  occurring  within  the  term  of this  Lease.  At
Landlord's  sole option,  the Tax Payment  shall either (1) be payable by Tenant
within ten (10) days after  receipt of a demand  from  Landlord  therefor or (2)
shall be payable by Tenant to  Landlord  in equal  monthly  installments  on the
first day of each month in an amount as  reasonably  estimated by the  Landlord,
and shall in any event be adjusted from time to time with such  adjusted  amount
being remitted by Tenant to Landlord upon Landlord's written demand therefor. At
Tenant's  written  request,  Landlord shall provide copies of then current bills
for the Taxes to Tenant.

                         (ii ) In the event the Base Tax is reduced, Landlord
shall have the right to adjust the amount of Tax Payment due from Tenant for any
Tax Year in which Tenant is or was obligated to pay a Tax Payment hereunder, and
Tenant  agrees  to  pay  the  amount  of  said  adjustment  on the  next  rental
installment day immediately  following receipt of a rent statement from Landlord
setting forth the amount of said adjustment.  The parties acknowledge that in no
event  shall the  Minimum  Rent ever be reduced as a result of a tax  certiorari
proceeding or as a result of any reduction in Taxes or the Base Tax.

                  (C) Only Landlord shall be eligible to institute tax reduction
or other  proceedings  to  reduce  the  assessed  valuation  of the Land and the
Building,  provided,  however,  that  Tenant  shall be  required to make all Tax
Payments due under this Article while any such  proceedings are pending.  Should
Landlord be successful in any such reduction proceedings and obtain a rebate for
periods  during which  Tenant has paid its share of  increases,  Landlord  shall
after deducting its expenses,  including customary,  market-dictated  attorneys'
fees and  disbursements in connection  therewith,  return Tenant's Share of such
rebate to Tenant.

                  (D) With respect to any period at the  expiration  of the term
of this Lease which shall  constitute a partial tax year,  Landlord's  statement
shall apportion the amount of the Additional Rent due hereunder.  The obligation
of Tenant in respect to such Additional Rent applicable for the last year of the
term of this Lease or part thereof shall  survive the  expiration of the term of
this Lease.

                  (E) Landlord will assist and cooperate with Tenant in filing a
commercial  revitalization  program  application  and all applicable  additional
documents  associated with such application promptly following the execution and
delivery of this Lease in accordance  with the provisions of Exhibit "B" annexed
hereto and made a part hereof.

                  (F) At  such  times  as are  required  by the  New  York  City
Department of Finance or other  authority  having  jurisdiction  (of which times
Landlord shall give Tenant  reasonable prior written  notice),  Tenant agrees to
report to Landlord the number of workers  permanently  engaged in  employment in
the Demised  Premises,  the nature of each worker's  employment and whether each
worker is a New York City  resident.  Tenant further agrees to provide access to
the  Demised  Premises  to the  New  York  City  Department  of  Finance  at all
reasonable times and upon reasonable notice at the request of Landlord.

43.  TENANT'S OPERATING PAYMENT:

                  (A) As used in this Lease:




<PAGE>



                                  (i) "Operating Expenses" shall mean the
aggregate  of those  costs and  expenses  (and  taxes  thereon,  if any) paid or
incurred by Landlord or on behalf of  Landlord  with  respect to the  operation,
cleaning, repair, safety, replacement,  management,  security and maintenance of
the Building and the Land (collectively, the "Real Property"), Building Systems,
sidewalks,  curbs,  plazas and other areas  adjacent to the  Building,  and with
respect to the services provided to tenants, including,  without limitation: (i)
salaries,  wages  and  bonuses  paid to,  and the  cost of any  hospitalization,
medical,  surgical,  union and general welfare  benefits  (including  group life
insurance),  any pension,  retirement or life insurance plans and other benefits
or similar expenses relating to, employees of Landlord engaged in the operation,
cleaning, repair, safety,  replacement,  management,  security or maintenance of
the  Building,  the Land and the Building  Systems or in  providing  services to
tenants; (ii) social security, unemployment and other payroll taxes, the cost of
providing  disability  and  worker's   compensation   coverage  imposed  by  any
applicable legal requirement  ("Requirement"),  union contract or otherwise with
respect to said  employees;  (iii) the cost of gas,  oil,  steam,  water,  sewer
rental,  HVAC and other utilities  furnished to the common areas of the Building
and utility taxes;  (iv) the expenses  incurred for casualty,  rent,  liability,
fidelity  and any other  insurance;  (v) the cost of  repairs,  maintenance  and
painting,  including  the cost of  acquiring  or renting  all  supplies,  tools,
materials  and  equipment  used in  operating or repairing  the  Building;  (vi)
expenditures, whether by purchase or lease, for capital improvements and capital
equipment  that under  generally  applied  real estate  practice are expensed or
regarded as deferred expenses and capital  expenditures,  whether by purchase or
lease,  that are made by reason of Requirements or for emergency or labor saving
devices or security or property  protection  systems or in lieu of a repair,  in
each case such capital expenditures to be included in Operating Expenses for the
Operating Year in which such costs are incurred and every  subsequent  Operating
Year, on a straight-line basis, to the extent that such items are amortized over
their useful life, with interest  calculated at an annual rate equal to two (2%)
percent over  Citibank,  N.A.'s  "prime" or "base" lending rate ("Base Rate") in
effect at the time of Landlord's having made said expenditure; (vii) the cost or
rental of all  supplies,  tools,  materials  and  equipment;  (viii) the cost of
uniforms,  work  clothes  and dry  cleaning;  (ix) the cost of window  cleaning,
janitorial,  concierge, guard, watchman or other security personnel,  service or
system, if any; (x) management fees in an amount not to exceed five (5%) percent
of the annual gross rents and gross  revenues for the Building;  (xi) charges of
independent  contractors  performing  work  included  within this  definition of
Operating  Expenses;  (xii) telephone and stationery  costs;  (xiii)  reasonable
legal,  accounting and other  professional  fees and  disbursements  incurred in
connection with the operation and management of the Building and the Land; (xiv)
association fees and dues; (xv) the cost of decorations;  (xvi)  depreciation of
hand tools and other movable equipment used in the operation,  cleaning, repair,
safety, management, security or maintenance of the Building; (xvii) exterior and
interior  landscaping;  (xviii) electrical usage costs incurred in the operation
of the  common  areas  of the  Building  including,  but  not  limited  to,  the
electrical  energy required to run the Building's  elevators;  and (xix) any and
all  other  costs  and  expenses  incurred  by  Landlord  in the  operation  and
maintenance of the Real Property.  Notwithstanding any provision in this Article
to the contrary,  if Landlord shall discontinue the redistribution or furnishing
of electrical  energy to all tenants in the Building,  then the cost and expense
incurred  by  Landlord  for  electricity  shall  thereafter  be deemed to be one
hundred  (100%) percent of the total cost and expenses to Landlord of purchasing
electricity for the Building.

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

                           (a) executives' salaries above the grade of building
                               manager;


<PAGE>


                           (b) Taxes  or  taxes  that  are  imposed   solely  on
                               Landlord's  business,  such as  franchise  taxes,
                               excess profits taxes or income taxes;

                           (c) refinancing  costs  and  mortgage  interest  and
                               amortization payments;

                           (d) leasing commissions, rental concessions and lease
                               buy-outs;

                           (e) depreciation,  except as specifically provided in
                               clauses  (vi) and  (xvi)  above  and in the first
                               unlettered paragraph following this paragraph;

                           (f) rental under any ground or  underlying  lease and
                               costs incurred by Landlord in connection with the
                               sale or rental of the Land or Building;

                           (g) the cost of  preparing,  renovating  or improving
                               space in the  Building  for initial  occupancy by
                               tenants;

                           (h) professional    fees    (including    legal   and
                               accounting)   incurred   by   Landlord   in   the
                               preparation  of  leases  or  in  connection  with
                               disputes  with  tenants  or  in  connection  with
                               obtaining approvals from or otherwise negotiating
                               with lessors or mortgagees;

                           (i) cost of any  repair  made by  Landlord  to remedy
                               damage  caused by  Landlord's or its agents gross
                               negligence  or  wrongful  misconduct  or wrongful
                               omission;

                           (j) amounts   recovered   by  Landlord  as  insurance
                               proceeds  or  condemnation  awards to the  extent
                               they  are   compensation   for  sums   previously
                               included in Operating Expenses hereunder;

                           (k) costs of  repairs  or  replacements  incurred  by
                               reason of fire or other casualty or condemnation;

                           (1) advertising,  marketing and public  relation fees
                               incurred by Landlord to market the Building;

                           (m) costs incurred for doing work or services for any
                               tenant  (including  Tenant)  which is to be fully
                               reimbursed to Landlord by such party;

                           (n) the cost of electricity furnished directly to the
                               Demised Premises or any other  fully-tenanted  or
                               tenantable space in the Building;

                           (o) any fines,  penalties or similar punitive amounts
                               paid or incurred by Landlord in connection  with,
                               or as a result of,  violations of applicable laws
                               and requirements of public authorities;

                           (p) cost  incurred  by  Landlord  for the  removal of
                               asbestos  or  other  hazardous  materials  in the
                               Building (if any);

                           (q) costs otherwise included in Operating Expenses to
                               the  extent  actually  reimbursed  directly  from
                               Tenant or another tenant;




<PAGE>




                           (r) costs  included in the Operating  Expenses to the
                               extent allocable to other properties owned by the
                               Landlord; and

                           (s) the  cost  of  services  of  work   performed  in
                               connection with the  installation or operation of
                               any specialty  facility at the Building such as a
                               health   club,   childcare   facility,   luncheon
                               facility  or the like  unless same is mandated by
                               law or is  installed  upon the vote of a majority
                               of the  Building's  tenants  or of those  tenants
                               occupying  a  majority  of  the  rentable  square
                               footage of the Building.

                           If Landlord purchases any item of capital equipment
or makes any capital expenditure that is intended to have the effect of reducing
the expenses that would  otherwise be included in Operating  Expenses,  then the
costs of such  capital  equipment  or capital  expenditure  shall be included in
Operating   Expenses   [as   same  is   described   hereinabove   in   Paragraph
(43)(A)(i)-(vi)]  for the  Operating  Year in which the costs are  incurred  and
every  subsequent  Operating Year on a  straight-line  basis, to the extent that
such items are amortized over their useful life, with interest  calculated at an
annual  rate of two (2%)  percent  over the Base  Rate in  effect at the time of
Landlord's having made said expenditure.  If Landlord leases any item of capital
equipment  designed to result in savings or  reductions  in expenses  that would
otherwise  be Included in Operating  Expenses,  then the rentals and other costs
paid with  respect to such leasing  shall be included in Operating  Expenses for
the Operationing Years in which such rentals and costs are incurred.

                         If Landlord is not furnishing any particular work or
service  (the  cost of  which if  performed  by  Landlord  would  constitute  an
Operating  Expense)  to a tenant  who has  undertaken  to  perform  such work or
service in lieu of the performance thereof by Landlord for all or any portion of
an Operating Year, Operating Expenses for such Operating Year shall be deemed to
be increased  by an amount  equal to the  additional  Operating  Expenses  which
reasonably would have been incurred during such Operating Year by Landlord if it
had, at its own expense, furnished such work or service to such tenant.

                                  (ii)  "Base   Operating   Factor"  equals  the
Operating Expenses paid or incurred during the Operating Year beginning January
1, 2000 and ending December 31, 2000.

                                  (iii)   "Operating   Year"   shall  mean  each
calendar year that includes any part of the term of the Lease.

                                  (iv)  "Landlord's  Operating  Statement" shall
mean a statement containing a computation  of Additional  Rent due pursuant to
the  provisions of this Article furnished by Landlord to Tenant.

                         (B)  Tenant  shall  pay as  Additional  Rent  for  each
Operating Year (including the Operating Year in effect on the Commencement Date)
an amount ("Tenant's  Operating  Payment") equal to Tenant's Share of the amount
by which  Operating  Expenses for such  Operating Year are greater than the Base
Operating Factor.





<PAGE>


                         (C)  Landlord  may furnish to Tenant,  with  respect to
each Operating Year, a Landlord's  Operating  Statement setting forth Landlord's
estimate  of  Tenant's  Operating  Payment for such  Operating  Year  ("Tenant's
Projected  Operating  Share").  At  Landlord's  option,  (i) Tenant shall pay to
Landlord  on the  first  day of  each  month  during  such  Operating  Year,  as
Additional Rent, an amount equal to one-twelfth of Tenant's Projected  Operating
Share for such Operating  Year; or (ii) the Tenant's  Projected  Operating Share
for such Operating  Year shall be payable by Tenant to Landlord  within ten (10)
days of Landlord's written demand therefor. If, however,  Landlord furnishes any
such  Landlord's  Operating  Statement for an Operating  Year  subsequent to the
commencement  of such Operating  Year, then (a) until the first day of the month
following the month in which such Landlord's Operating Statement is furnished to
Tenant,  Tenant  shall pay to  Landlord on the first day of each month an amount
equal to the monthly sum  payable by Tenant to  Landlord  under this  Article in
respect  of the last  month of the  preceding  Operating  Year;  (b) after  such
Landlord's  Operating  Statement is  furnished to Tenant or together  therewith,
Landlord  shall  give  notice to Tenant  stating  whether  the  installments  of
Tenant's Projected  Operating Share previously made for such Operating Year were
greater or less than the installments of Tenant's  Projected  Operating Share to
be made for such  Operating Year in accordance  with such  estimate,  and (i) if
there is a deficiency,  Tenant shall pay the amount  thereof  within thirty (30)
days after demand therefor, or (ii) if there was an overpayment,  Landlord shall
credit the amount thereof against  subsequent  payments of Additional  Rent; and
(c) on the first day of the month  following the month in which such  Landlord's
Operating  Statement is furnished to Tenant, and monthly  thereafter  throughout
the  remainder  of  such  Operating  Year,  Tenant  shall  pay to  Landlord,  at
Landlord's  option,  either:  (a) an amount  equal to  one-twelfth  of  Tenant's
Projected Operating Share shown in such Landlord's Operating  Statement,  or (b)
the Tenant's Projected  Operating share for such Operating Year shall be payable
by  Tenant  to  Landlord  within  ten (10)  days of  Landlord's  written  demand
therefor.  Landlord  may  furnish  to  Tenant  a  revised  Landlord's  Operating
Statement  with a new estimate of Tanant's  Projected  Operating  Share for such
Operating Year and, in such case,  Tenant's  Projected  Operating Share for such
Operating  Year  shall be  adjusted  and paid or  credited,  as the case may be,
substantially in the same manner as provided in the proceeding sentence.

                         (D)  After  the end of each  Operating  Year,  Landlord
shall  furnish to Tenant a Landlord's  Operating  Statement  for such  Operating
Year. Each such year-end Landlord's  Operating Statement shall be accompanied by
a computation  of Operating  Expenses for the Building  prepared by the Landlord
(or its agent or accountant)  from which Landlord shall make the  computation of
Additional  Rent due in  respect  of  Operating  Expenses  hereunder.  In making
computations  of Operating  Expenses,  the Landlord (or its agent or accountant)
may rely on  Landlord's  reasonable  estimates  and  allocations  whenever  said
estimates  and  allocation  are  needed  for  this  Article.  If the  Landlord's
Operating  Statement  shows  that the sums paid by  /Tenant  under  the  Article
exceeded  Tenant's  Operating  Payments  required  to be paid by Tenant for such
Operating  Year,  Landlord  shall  credit  the  amount  of such  excess  against
subsequent  payments  of  Additional  Rent;  and  if  the  Landlord's  Operating
Statement  for  Operating  Zyear shows that the sums so paid by Tenant were less
than Tenant's  Operating  Payment due for such Operating Year,  Tenant shall pay
the amount of such deficiency within thirty (30) days after demand therefor.

                         (E)   Landlord's   failure  to  render  any  Landlord's
Operating  Statement  with  respect to any  Operating  Year shall not  prejudice
Landlord's  right  thereafter to render a Landlord's  Operating  Statement  with
respect thereto or with respect to any subsequent  Operating Year, nor shall the
rendering  of  a  Landlord's  Operating  Statement  prejudice  Landlord's  right
thereafter  to  render  a  corrected  Landlord's  Operating  Statement  for that
Operating Year.




<PAGE>



                         (F) If the  Commencement  Date or the  Expiration  Date
occurs on a date other than January 1 or December 31, respectively, any Tenant's
Operating  Payment  under  this  Article  for the  Operating  Year in which such
Commencement  Date or  Expiration  Date  occurs  shall  be  apportioned  in that
percentage which the number of days in the period from the Commencement  Date to
December 31 or from January 1 to the  Expiration  Date, as the case may be, both
inclusive,  bears to the total  number of days in such  Operating  Year.  In the
event of a termination  of this Lease,  any  Additional  Rent under this Article
shall  be paid or  adjusted  within  thirty  (30)  days  after  submission  of a
Landlord's Operating  Statement.  In no event shall Minimum Rent ever be reduced
by operation of this  Article,  and the rights and  obligations  of Landlord and
Tenant under the provisions of this Article with respect to any Additional  Rent
shall survive the Expiration Date.

                         (G) Any Landlord's  Operating  Statement sent to Tenant
shall be conclusively  binding upon Tenant unless,  within sixty (60) days after
such Landlord's  Operating Statement is sent, Tenant shall send a written notice
to Landlord objecting to such Landlord's  Operating Statement and specifying the
respects in which such  Landlord's  Operating  Statement is disputed.  If Tenant
shall send such notice with respect to a  Landlord's  Operating  Statement,  and
Landlord shall determine that such  objection(s)  are reasonable and are made in
good  faith,  then Tenant  may,  on its own behalf by an  independent  certified
public  accountant  (selected and paid by Tenant) examine  Landlord's  books and
records  relating  solely to  disputed  aspects  of the  Operating  Expenses  to
determine the accuracy of Landlord's Operating Statement.  Tenant recognizes the
confidential  nature  of  Landlord's  books and  records,  and  agrees  that any
information  obtained by Tenant's  accountant  during any  examination  shall be
maintained in strict  confidence by such accountant,  without  revealing same to
any person, including Tenant. If, after such examination,  such accountant shall
in good faith dispute such  Landlord's  Operating  Statement and shall  describe
such dispute in a detailed,  written notice and explanation of such dispute sent
to Landlord,  then either party may refer the decision of the issues raised to a
reputable independent firm of certified public accountants, selected by Landlord
and approved by Tenant, which approval shall not be unreasonably  withheld,  and
the decision of such accountants shall be conclusively binding upon the parties.
The fees and  expenses  involved in  resolving  such  dispute  shall be borne by
Tenant (unless Landlord's  Operating  Statement  overestimated the charges to be
paid by Tenant by more than seven and one-half  (7.5%)  percent,  in which event
the reasonable  fees and expenses  shall be borne by Landlord).  Notwithstanding
the giving of such  notice by Tenant,  and pending  the  resolution  of any such
dispute,  Tenant shall promptly pay to Landlord when due the actual amount shown
on any such Landlord's Operating Statement, as provided in this Article.

44.  WAIVER OF  SUBROGATION:  Each party hereby  releases the other party (which
term as used in this  Article  includes  the  employees,  agents,  officers  and
directors  of the other party) from all  liability,  whether for  negligence  or
otherwise,  in connection with loss covered by any fire and/or extended coverage
insurance  policies,  which the  releasor  carries  with  respect to the Demised
Premises,  or any interest or property  therein or thereon  (whether or not such
insurance is required to be carried  under this  lease),  but only to the extent
that such loss is collected under said fire and/or extended  coverage  insurance
policies.  Such release is also  conditioned upon the inclusion in the policy or
policies of a provision whereby any such release shall not adversely affect said
policies,  or prejudice  any right of the releasor to recover  thereunder.  Each
party agrees that its insurance policies aforesaid will include such a provision
so long as the same shall be  obtainable  without  extra cost,  or if extra cost
shall be  charged  therefor,  so as the party for whose  benefit  the  clause or
endorsement  is  obtained  shall pay such  extra  cost.  If extra  cost shall be





<PAGE>


chargeable therefor,  each party shall advise the other thereof of the amount of
the extra cost, and the other party at its election, may pay the same, but shall
not be obligated to do so.

45.  COMPLIANCE  WITH LAWS:  Supplementing  the  provisions of Article 6 hereof,
Tenant  shall give  prompt  notice to  Landlord of any notice it receives of the
violation of any law or requirement of any public  authority with respect to the
Demised Premises or the use or occupation thereof.  Tenant shall promptly comply
with all present and future laws, orders and regulations of all state,  federal,
municipal  and local  governments,  departments,  commissions  and boards or any
direction  of any  public  officer  pursuant  to law and all  orders,  rules and
regulations  of the New York  Board of Fire  Underwriters  or any  similar  body
arising  out of Tenant's  particular  use of the  Demised  Premises  which shall
impose any  violation,  order or duty upon  Landlord or Tenant  with  respect to
Tenant's  particular  use of the Demised  Premises  (in which event Tenant shall
effect such  compliance  at its sole cost and expense) or the Building (in which
event,  notwithstanding  anything herein to the contrary,  Landlord shall effect
such  compliance but Tenant shall promptly pay to Landlord  Tenant's  share,  as
defined in Paragraph 42(A) (iv), of the cost thereof).

46.   INDEMNITY-LIABILITY INSURANCE:

                         (A) Tenant  covenants  and agrees to indemnify and save
Landlord harmless from and against any and all claims arising during the term of
this lease for damages or injuries to goods,  wares,  merchandise  and  property
and/or for any  personal  injury or loss of life in,  upon or about the  Demised
Premises,  except  such claims as may be the result of the gross  negligence  of
Landlord, its agents, employees or contractors.

                         (B) Tenant  further  covenants  and agrees to indemnify
Landlord  against the cost of any  actual,  documented  increase  in  Landlord's
insurance  rates  resulting  from  Tenant's  use or manner of use of the Demised
Premises.  Tenant shall reimburse  Landlord for any such increase within fifteen
(15) days after Landlord bills Tenant therefor.

                         (C)  Tenant  covenants  to  provide  on or  before  the
commencement  of the term hereof and to keep in force during the term hereof for
the benefit of Landlord and Tenant a comprehensive policy of liability insurance
protecting  Landlord and Tenant against any liability  whatsoever  occasioned by
accident on or about the Demised  Premises or any  appurtenances  thereto.  Such
policy is to be written by good and solvent insurance companies  satisfactory to
Landlord  of at least a Best's  Rating of "A+" or  better,  and the  amounts  of
liability  thereunder shall not be less than the amount of $4,000,000 in respect
of any one person,  in the amount of  $8,000,000 in respect of any one accident,
and in the amount of  $2,000,000  in respect of property  damage.  The aforesaid
insurance policy or a certificate  evidencing such insurance shall name Landlord
and  Landlord's  managing  agent,  Landlord's  mortgagee and other  designees as
"additional  insureds"  under such policy and said policy  shall be delivered to
Landlord upon Tenant's execution of this Lease. Prior to the time such insurance
is first  required to be carried by Tenant,  and thereafter at least thirty (30)
days prior to the  expiration  of any such policy,  Tenant  agrees to deliver to
Landlord  either a duplicate  original of the aforesaid  policy or a certificate
evidencing such insurance and meeting the requirements of this Article, provided
said certificate contains an endorsement that such insurance may not be canceled
or  modified  except upon thirty  (30) days prior  written  notice to  Landlord,
together  with evidence of payment for the policy.  Tenant's  failure to provide
and keep in force the  aforementioned  insurance shall be regarded as a material
default hereunder,  entitling Landlord to exercise any or all of the remedies as
provided in this ease in the event of Tenant's default.




<PAGE>




47. ASSIGNMENT, SUBLETTING, MORTGAGING:

                         (A)  Tenant will not by operation of law or otherwise,
assign,  mortgage  or  encumber  this  Lease,  not sublet or permit the  Demised
Premises  or any part  thereof to be used by others,  without  Landlord's  prior
express written consent in each instance. Subject to the provisions of Paragraph
(47)(B)(vii)  hereinbelow,  any transfer,  by operation of law or otherwise,  of
Tenant's  interest  in this  Lease  (in  whole or in  part) or of a fifty  (50%)
percent or greater  interest in Tenant (whether stock,  partnership  interest or
otherwise)  shall be deemed an  assignment  of this Lease  within the meaning of
this  Article.  (The  issuance  of  shares of stock to other  than the  existing
shareholders  shall be deemed to be a transfer of such stock for the purposes of
this Article.) Subject to the provisions of Paragraph (47)(B)(vii)  hereinbelow,
if  there  has been a  previous  transfer  of less  than a fifty  (50%)  percent
interest  in Tenant  during the term of this  Lease,  any other  transfer  of an
interest in Tenant which would then result in an  aggregate  transfer of greater
than a fifty (50%)  percent  interest in Tenant shall be deemed an assignment of
Tenant's interest in this Lease within the meaning of this Article.

                         (B) (i) In the event that  Tenant  shall at any time or
times during the term of this Lease desire to assign this Lease or sublet all or
any  part  of  the   Demised   Premises,   Tenant   shall   give   notice   (the
"Assignment/Sublet   Notice")  thereof  to  Landlord,   which  notice  shall  be
accompanied by (a) at Tenant's option, either a conformed or photostatic copy of
the  proposed  assignment  or sublease  agreement  (provided,  however that such
proposed  assignment  or  sublease  agreement  need not be in  executed  form if
accompanied by a writing signed by Tenant and the proposed assignee or sublessee
indicating  their intent to enter into the proposed  assignment or sublease upon
Landlord  consenting  thereto),  or a copy of a letter of intent (the "Letter of
Intent")  executed  by or on behalf  of  Tenant  and the  proposed  assignee  or
subtenant setting forth the material  business terms of the proposed  assignment
or sublease,  in either event, the effective or commencement date of which shall
be at least fifteen (15)  business  days after the giving of such notice,  (b) 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, (c) current financial information with respect to the proposed
assignee or subtenant,  including, without limitation, its most recent financial
report or statement (if same exists, and if not, the equivalent information in a
form  reasonably  satisfactory to Landlord),  and (d) such other  information as
Landlord  may  reasonably  request.  Such  notice  shall be deemed an offer from
Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option:
(i)  terminate  this Lease (if the  proposed  transaction  is an  assignment  or
sublease of all or substantially all of the Demised Premises), or (ii) terminate
this Lease with respect to the space  covered by the  proposed  sublease (if the
proposed  transaction  is a sublease of part of the Demised  Premises for all or
substantially all of the remainder of the term of this Lease,  i.e., the term of
which  expires  during the final  eighteen  (18) months prior to the  Expiration
Date).  For  purposes  of  this  paragraph,  "substantially  all of the  Demised
Premises" shall mean more than seventy (70%) percent  thereof.  Said options may
be  exercised  by Landlord by notice to Tenant at any time within  fifteen  (15)
business days after Landlord's receipt of the Assignment/Sublet Notice, together
with all other documentation and information required pursuant to this paragraph
to be  given by  Tenant  to  Landlord  ("Recapture  Period");  and  during  such
Recapture  Period Tenant shall not assign this Lease or sublet such space to any
person.  Following the  expiration of the  Recapture  Period,  Tenant shall have
thirty (30) days to submit to Landlord  Tenant's  written request for Landlord's
consent to a proposed assignment or sublease on the same terms and conditions as
were  contained in the proposed  assignment or sublease or the Letter of Intent,
which was previously  submitted to Landlord pursuant to this Section,  whichever
is applicable. In the event that Tenant fails to submit such written request for





<PAGE>


Landlord's  consent as set forth in the  preceding  sentence  within such 30 day
period,  then in connection for with any request for Landlord's  consent to such
proposed assignment of this Lease or proposed subletting of the Demised Premises
or any  portion  thereof  submitted  after such 30 day  period,  Tenant  will be
required to comply with all of the  requirements  of this paragraph and Landlord
shall have all the options under this paragraph.

                         (ii) If Landlord exercises its option to terminate this
Lease in the event that Tenant  desires either to assign this Lease or to sublet
all or substantially all of the Demised Premises,  then this Lease shall end and
expire upon the date that such  assignment or subletting  was to be effective or
to commence,  as the case may be, and the Minimum Rent and Additional Rent shall
be paid and  apportioned  to such  date.  If  Landlord  exercises  its option to
terminate  this Lease as to a portion of the Demised  Premises in the event that
Tenant  desires to sublet a portion of the  Demised  Premises,  then this Lease,
with respect to the portion of the Demised Premises affected by such subletting,
shall end and expire upon the date that such  subletting  was to  commence,  the
Minimum Rent payable  hereunder and the Additional Rent payable pursuant to this
Lease  hereof  shall be  adjusted  in  proportion  to the portion of the Demised
Premises  affected  by such  termination  and Tenant  shall at its sole cost and
expense (and prior to the effective date of said  sublease)  erect such demising
walls as are  necessary  to  separate  the  terminated  portion  of the  Demised
Premises  from the  remainder  of the  Demised  Premises  and to provide  access
thereto.

                         (iii)  In the  event  that  Tenant  complies  with  the
provisions of this  subparagraph  of this Article and Landlord does not exercise
an option  provided to it  thereunder  within the time  provided  therefor,  and
provided that Tenant is not in default of any of Tenant's obligations under this
Lease,  Landlord's  consent  (which  must be in writing  and in form  reasonably
satisfactory to Landlord) to the proposed assignment of this lease or subletting
of a portion or all of the Demised  Premises shall not be unreasonably  withheld
or delayed, provided the following conditions have been satisfied:

                         (1)     in Landlord's reasonable judgment, the proposed
assignee or subtenant  is engaged in such a business , and the Demised  Premises
will be used  in  such a  manner,  that:  (x) is  limited  to the use  expressly
permitted under this Lease; and (y) will not violate any negative covenant as to
use contained in any other Lease of space in the Building about which Tenant has
been informed following its request to Landlord for such information;

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

                         (3)     the proposed assignee or sublessee is not then
an  occupant  of any part of the  Building  who is  seeking to  relocate  to the
Demised Premises (or any portion thereof) from any other space in the Building;

                         (4)     the proposed assignee or sublessee is not a
personwith  whom Landlord is then, or shall have been during the previous twelve
(12) month period, negotiating to lease space in the Building;

                         (5) Tenant  shall have  submitted  to  Landlord a fully
executed counterpart of the proposed assignment or the proposed sublease, as the
case may be,  and the  form of the same  shall  be  reasonably  satisfactory  to
Landlord and shall comply with the applicable provisions of this Article;

                         (6)  The  rental  rate  to  be  paid  by  the  proposed






<PAGE>


subtenant  is not less  than the then  current  rental  rate  being  charged  by
Landlord under leases being entered into for  comparable  space in the Building,
and the  other  terms  and  conditions  of the  sublease  are the  same as those
contained in the proposed  sublease  furnished to Landlord pursuant to paragraph
(b) of this Article;

                         (7)     Tenant shall reimburse Landlord on demand for
an costs that may be incurred by Landlord in connection  with said  agreement or
sublease,  including the costs of making  investigations as to the acceptability
of the proposed assignee or subtenant and the reasonable legal costs incurred in
connection with the granting of any requested consent;

                         (8) Tenant shall not have (a)  advertised or publicized
in any way the availability of the Demised Premises without prior notice to, and
approval  by,  Landlord,  which  approval  Landlord  agrees not to  unreasonably
withhold,  nor shall any advertisement state the name (as distinguished from the
address) of the Building,  or (b) listed the Demised  Premises for subletting or
assignment,  with a broker, agent or representative or otherwise,  at a proposed
rental less than the Minimum Rent and Additional  Rent at which Landlord is then
offering to Lease other space in the Building;

                         (9) the sublease  shall  not  provide  for an option on
behalf of the subtenant  thereunder to extend or renew the term of such sublease
and shall also not grant to subtenant any space option or other option set forth
in this Lease (which  option(s)  is (are) only  granted to the  original  Tenant
hereunder);

                         (10)    such subletter shall not result in there being
more than three (3) occupants of the Demised  Premises in the 19th floor portion
of the Demised Premises  (inclusive of Tenant) and two (2) occupants in the 20th
floor portion of the Demised Premises (inclusive of Tenant); and

                         (11) the proposed  assignee or  subtenant  shall not be
(i) a government or any subdivision or agency thereof,  (ii) a school,  college,
university  or  educational  institution  of any  type,  whether  for  profit or
nonprofit, (iii) an employment agency, or (iv) a provider of medical services of
any kind.

                           (iv) 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 and/or acceptance
of Minimum Rent or Additional Rent by Landlord from any subtenant,  Tenant shall
and will remain fully liable for the payment of the Minimum Rent and  Additional
Rent due,  and to  become  due,  hereunder,  for the  performance  of all of the
covenants,  agreements, terms, provisions and conditions contained in this Lease
on the part of  Tenant to be  performed  and for all acts and  omissions  of any
licensee, subtenant, or any other person claiming under or through any subtenant
that 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,  no other and further subletting of
the Demised  Premises by Tenant,  or any person claiming through or under Tenant
shall,  or will be,  made,  except  upon  compliance  with,  and subject to, the
provisions of this Article.



<PAGE>

                         (v) Any  assignment or transfer  shall be made only if,
and shall not be effective  until,  the assignee shall execute,  acknowledge and
deliver to Landlord an agreement,  in form and substance reasonably satisfactory
to Landlord,  whereby the assignee  shall assume all of the  obligations of this
Lease on the part of Tenant to be  performed or observed and which accrue on and
after the effective  date of the assignment and whereby the assignee shall agree
that the  provisions  contained in  paragraph  (a) shall,  notwithstanding  such
assignment or transfer,  continue to be binding upon it in respect of all future
assignments and transfers.

                         (vi)  If  Landlord   shall  give  its  consent  to  any
assignment of this Lease or to any sublease, Tenant shall, in consideration
therefor, pay to Landlord, as Additional Rent:

                          (a) in the case of an  assignment,  an amount equal to
                          fifty   (50%)   percent   of  all   sums   and   other
                          consideration  payable to Tenant by the assignee  for,
                          or by reason of, such assignment,  including,  without
                          limitation,  all sums payable for the sale of Tenant's
                          fixtures,    Leasehold    improvements,     equipment,
                          furniture,  furnishings,  or other  personal  property
                          (collectively,   the   "Tenant's   Property"),   after
                          deducting   therefrom  "Tenant's  Costs"  (as  defined
                          below); and

                          (b) in the case of a sublease,  fifty (50%) percent of
                          any rents,  additional charges, or other consideration
                          payable  under the sublease by the subtenant to Tenant
                          that are in excess of the Minimum Rent and  Additional
                          Rent  accruing  during  the  term of the  sublease  in
                          respect of the subleased space (at the rate per square
                          foot  payable  by Tenant  hereunder)  pursuant  to the
                          terms hereof, including,  without limitation, all sums
                          paid  for the sale or  rental  of  Tenant's  Property,
                          after deducting therefrom Tenant's Costs.

                         For purposes  hereof,  the term "Tenant's  Costs" shall
mean:

                         (i) the  amount of any  customary   and   reasonable
                         brokerage fees or commissions actually paid to a
                         broker as a result of any assignment or subletting by
                         Tenant hereunder;

                         (ii)reasonable  advertising  expenses and reasonable
                         attorneys' fees directly related to the assignment of
                         this Lease or the subletting of the space; and

                         (iii) the then unamortized or undepreciated cost of
                         Tenant's Property determined on the basis of Tenant's
                         as-filed federal tax returns.

                         The sums payable under this paragraph (vi) shall be
paid to Landlord as and when payable by the subtenant to Tenant.

                         (vii) If Tenant (or any subtenant) is a corporation,
the  provisions  of  subparagraph  (A) of this Article shall apply to a transfer
(however accomplished, whether in a single transaction or in a series of related
or unrelated  transactions)  of stock (or any other mechanism such as, by way of
example, the issuance of additional stock, a stock voting agreement or change in
class  (es) of stock)  which  results  in a change of control of Tenant (or such
subtenant) as if such transfer of stock (or other  mechanism) which results in a
change of control  of Tenant  (or such  subtenant)  were an  assignment  of this





<PAGE>


Lease,  and if Tenant (or such  subtenant) is a partnership,  limited  liability
company or joint venture, said provisions shall apply with respect to a transfer
(by one or more  transfers) of an interest in the  distributions  of profits and
losses of such partnership, joint venture or limited liability company (or other
mechanism,  such as, by way of  example,  the  creation  of  additional  general
partnership  or  limited  partnership  interests  or limited  liability  company
interests)  which  results in a change of control of such  partnership  or joint
venture or limited liability company,  as if such transfer of an interest in the
distributions  of profits  and losses of such  partnership  or joint  venture or
limited  liability  company  which  results  in a  change  of  control  of  such
partnership or joint venture or limited  liability company were an assignment of
this Lease;  but the  provisions of  subparagraph  47 (A) and 47 (B) (i),  (ii),
(iii) and (vi) of this Article shall not apply and Landlord's  consent shall not
be required  therefor for transactions with (u) a corporation into or with which
Tenant is merged or consolidated, (v) a corporation, partnership or other entity
to  which  substantially  all  of  Tenant's  assets  are  transferred,  (w)  any
corporation which controls or is controlled by Tenant or is under common control
with Tenant, (x) any person,  persons,  entity or entities to whom a controlling
block  of  Tenant's  stock  is  transferred,  (y)  an  existing  shareholder  or
shareholders,  or (z) a trust  established  by or for the  benefit  of  existing
shareholder or shareholders,  provided that in any of such events (i) the Tenant
hereunder  immediately  after  such  transfer  is a  reputable  entity  of  good
character and has a net worth  computed in accordance  with  generally  accepted
accounting  principles  at least  equal to the  "Minimum  Net Worth" (as defined
below),  (ii) proof reasonably  satisfactory to Landlord of such net worth shall
have been  delivered  to Landlord at least ten (10) days prior to the  effective
date of any such  transaction,  (iii) in the  event  that the  Tenant  hereunder
immediately  after  such  transfer  is other  than the Tenant  herein  named,  a
duplicate  original  instrument of  assignment in form and substance  reasonably
satisfactory to Landlord,  duly executed by Tenant, shall have been delivered to
Landlord  at  least  ten  (10)  days  prior  to the  effective  date of any such
transaction,  (iv) in the event that the Tenant hereunder immediately after such
transfer is other than the Tenant herein named (a "New  Tenant"),  an instrument
in form and substance reasonably satisfactory to Landlord, duly executed by such
New  Tenant,  in which such New Tenant  assumes  (as of the  Commencement  Date)
observance and performance of, and agrees to be personally  bound by, all of the
terms,  covenants and  conditions of this Lease on Tenant's part to be performed
and observed  shall have been dclivcrcd to Landlord at least ten (10) days prior
to  the  effective  date  of  any  such   transaction,   and  (v)  such  merger,
consolidation  or  transfer  shall be for a good  business  purpose  with a view
toward  continuing  Tenants  business as an on-going concern and not principally
for the purpose of transferring  this Lease.  For purposes of this  subparagraph
(vii), the term "control" shall mean, in the case of a corporation, ownership or
voting control,  directly or indirectly, of more than fifty percent (50%) of all
the  voting  stock,  and in case of a joint  venture or  partnership  or similar
entity,  ownership,  directly or indirectly, of more than fifty percent (50%) of
all the  general  or other  partnership  (or  similar)  interests  therein.  Any
agreement  pursuant to which (x) Tenant is relieved  from the  obligation to pay
all or a part of Minimum  Rent or  Additional  Rent under this Lease,  and (y) a
third  party  undertakes  or is granted any right to assign or attempt to assign
this  Lease or sublet or attempt  to sublet  all or any  portion of the  Demised
Premises,  shall be deemed  an  assignment  of this  Lease  and  subject  to the
provisions of this Article,  including,  without  limitation,  subparagraph  (A)
hereof For  purposes of this  subparagraph,  the term  "Minimum Net Worth" shall
mean the  greater of (i) the  average  net worth of Tenant  for the twelve  (12)
month period which immediately precedes such transfer or (ii) Tenant's net worth
as of the  date  hereof.  Notwithstanding  anything  to the  contrary  contained
herein,  the  transfer  of  stock  to  any  family  member  or  members  of  the
shareholders  of Tenant who as of the date  hereof  own a minimum  of  fifty-one
(51%) percent of the outstanding shares of Tenant (the "Major Shareholders"), or
to any trust established for the benefit of one or more of the family members of
the Major  Shareholders  shall not in any event be treated as an  assignment  of
this Lease and Landlord's consent shall not be re4uired therefor but at least 10
business days prior written  notice of such stock transfer shall be delivered to





<PAGE>


the  Landlord  and a copy of the  relevant  trust  documentation  and/or  estate
planning  instruments  shall be delivered to Landlord at least 10 business  days
prior to the effective date of such stock transfer.

                         (C) Each permitted  assignee shall assume and be deemed
to have assumed this Lease and shall be and remain liable  jointly and severally
with Tenant for the payment of the Minimum Rent and Additional  Rent and for the
due performance of all the terms,  covenants,  conditions and agreements  herein
contained  on  Tenant's  part to be  performed  for the term of this  Lease  and
accruing from and after the effective  date of the  assignment  and any renewals
and modifications  hereof. No assignment shall be binding on Landlord unless, as
hereinbefore  provided,  such  assignee  or Tenant  shall  deliver to Landlord a
duplicate  original of the instrument of assignment which contains a covenant of
assumption by the assignee of all of the obligations  aforesaid and shall obtain
from  Landlord the aforesaid  written  consent prior  thereto.  Any  assignment,
sublease or agreement  permitting the use and occupancy of the premises to which
Landlord shall not have expressly  consented in writing shall be deemed null and
void and of no force or effect.

                         (D) Tenant agrees that  notwithstanding  any subletting
or  assignment  permitted by Landlord,  no other and further  subletting  of the
Demised  Premises  by Tenant or any person or entity  claiming  through or under
Tenant  shall or will be made  except  upon  compliance  with and subject to the
provisions of this Article.

48. TENANT'S CERTIFICATE: Tenant shall, without charge at any time and from time
to time, within fifteen (15) days after request by Landlord,  certify by written
instrument, duly executed, acknowledged and delivered and given with the express
knowledge  that  any  party  may  rely  on the  information  set  forth  in said
instrument,  to any mortgagee,  assignee of any mortgage or to any purchaser, or
any  proposed  mortgagee,  assignee of any mortgage or  purchaser,  or any other
person, firm or corporation specified by Landlord:

                         (A) that this Lease is unmodified and in full force and
effect (or, if there has been modification,  that the Lease is in full force and
effect as modified and stating the modifications) and that both the Landlord and
the  Tenant are not then in  default  under this Lease (or,  if there has been a
default, stating the default(s), if any);

                         (B) whether or not there are then existing any set offs
or defenses against the enforcement of any of the agreements,  terms,  covenants
or  conditions  hereof upon the part of Tenant to be performed or complied  with
(and, if so, specifying the same); and

                         (C) the dates, if any, to which the rental,  additional
rental and other charges  hereunder  have been paid in advance,  and stating the
rental, additional rent and other charges provided for in the Lease;

                         (D) the  commencement  date and expiration  date of the
Lease;

                         (E)  whether  or not any rental has been paid more than
30 days before the due date,  and whether or not the Tenant has any  unsatisfied
claim against Landlord;

                         (F) the security  deposit (if any)  deposited by Tenant
under the Lease;




<PAGE>



                         (G)  whether  any   actions,   whether   voluntary   or
otherwise,  are pending  against  the Tenant  under the  bankruptcy  laws of the
United States or any state thereof; and

                         (H)  whether  the  Tenant  has any  option  to renew or
expand  the term of the Lease or the  leased  premises,  as the case may be, and
whether  the Tenant has any right of first  refusal to  purchase  (or lease) the
Demised  Premises  or any part  thereof  or the  Building  in which the  Demised
Premises are located.

                          In the event that Tenant fails to deliver to Landlord
the aforesaid certificate within the time period described hereinabove,  then at
Landlord's  sole option same shall be deemed a material  default by Tenant under
this Lease, Tenant shall be deemed to have unconditionally  waived (and shall be
estopped  from raising) any and all alleged  defenses or alleged Lease  defaults
allegedly  committed  by  Landlord  which  it  may  have  otherwise  claimed  or
maintained in such estoppel  certificate and Tenant shall also be deemed to have
unconditionally assented to and affirmed any and all provisions set forth in the
estoppel certificate as same may have been prepared by the Landlord. In addition
to the foregoing,  Landlord reserves the right to exercise any further rights or
remedies available to it under the Lease, at law or equity by reason of Tenant's
material default hereunder.

                         Landlord agrees, on fifteen (15) business days prior
written  notice from Tenant,  to deliver an estoppel  letter  certifying (to the
best  knowledge of Landlord) as to the  foregoing  information  relating to this
Lease as  reasonably  requested  by Tenant when same is  requested  by Tenant in
connection with a desire to assign the Lease or sublet the Demised Premises.

49.  EXCULPATORY  CLAUSE:  If Landlord  shall be an  individual,  joint venture,
limited liability  company,  tenancy-in-common,  co-partnership,  unincorporated
association,  or other unincorporated  aggregate of individuals and/or entities,
6r a corporation,  Tenant shall look only to such Landlord's estate and property
in the  Building  and,  where  expressly  so provided  in this Lease,  to offset
against the rents payable  under this Lease,  for the  satisfaction  of Tenant's
remedies for the collection  ofajudgment (or other judicial  process)  requiring
the  payment  of money by  Landlord  in the  event of any  default  by  Landlord
hereunder,  and no other property or assets of such Landlord shall be subject to
levy, execution or other enforcement  procedure for the satisfaction of Tenant's
remedies under or with respect to this Lease,  the  relationship of Landlord and
Tenant hereunder or Tenant's use or occupancy of the Demised Premises.  Landlord
represents that it is currently the fee owner of the Building.

50. BROKER:  Tenant covenants,  warrants and represents that there was no broker
instrumental in consummating this lease other than Jones Lang LaSalle,  Frederic
P.  Green &  Company,  Inc.  and  Sutton  &  Edwards,  Inc.  (collectively,  the
"Broker"),  and no conversations or negotiations  were had with any other broker
concerning  the renting of the Demised  Premises.  Tenant and Landlord  agree to
indemnify,  defend  and hold and save the  other  harmless  against  any and all
liability  from any claims of any broker  (other  than the Broker) who claims to
have dealt with the other  party  (including,  without  limitation,  the cost of
counsel  fees in  connection  with the defense of any such claims in  connection
with the renting of the Demised Premises). Landlord shall pay the commission due
Broker pursuant to separate written agreement.

51. CONFLICT OF TERMS: In the event any term,  covenant,  condition or agreement
contained in this rider to the Lease shall conflict or be inconsistent  with any





<PAGE>


term, covenant,  condition or agreement contained in the printed portion of this
Lease, then the parties agree that the rider provision shall prevail.

52.  TENANTS  REMEDIES:  With  respect  to any  provision  of this  Lease  which
provides,   in  effect,  that  Landlord  shall  not  unreasonably   withhold  or
unreasonably  delay any consent or any  approval,  Tenant in no event,  shall be
entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any
claim,  for money  damages;  nor shall Tenant claim any money  damages by way of
setoff,  counterclaim  or defense,  based upon any claim or  assertion by Tenant
that Landlord has unreasonably  withheld or unreasonably  delayed any consent or
approval;  but Tenant's  sole remedy shall be an action or proceeding to enforce
any such  provision,  or for specific  performance,  injunction  or  declaratory
judgment.

53. NO EXCESSIVE NOISE:  Tenant agrees that it will use the Demised Premises and
will perform all work required or permitted hereunder in such a manner so as not
to create any  excessive  noise which  disturbs any of the other  tenants of the
Building or persons occupying adjacent and neighboring premises.

54. LABOR REGULATIONS:  Tenant covenants and agrees that prior to and throughout
the demised term,  it shall not take any action which would  violate  Landlord's
union contract,  if any,  affecting the Building,  nor create any work stoppage,
picketing, labor disruption or dispute, or any interference with the business of
the  Landlord or any other tenant or occupant in the Building or with the rights
and  privileges  of any  person(s)  lawfully  in said  Building,  nor  cause any
impairment or reduction of the good name of the Building.  Any default by Tenant
under this  Article  shall be deemed a material  default  entitling  Landlord to
exercise any or all of the remedies as provided in this Lease.

55.  CONTROL OF TENANT:  If the Tenant is a  corporation  (other  than one whose
shares are  regularly  and  publicly  traded on a  recognized  stock  exchange),
partnership or other entity other than an individual, Tenant represents that the
ownership and power to vote the majority of its entire outstanding capital stock
or other controlling interest (collectively  "Controlling  Interest") belongs to
and is vested in the person(s)  executing  this Lease or members of his or their
immediate family.

56. ADDENDUM TO ARTICLE 22: If Tenant shall default in surrendering  the Demised
Premises upon the  expiration or  termination  of the term,  Tenant's  occupancy
subsequent to such expiration or termination, whether or not with the consent or
acquiescence of Landlord, shall be deemed to be that of a tenancy at will and in
no event from  month-to-month or from  year-to-year,  and it shall be subject to
all the terms, covenants and conditions of this lease applicable thereto, except
the Minimum Rent and Additional  Rent shall be 175% of the amount payable in the
last year of the term, and no extension or renewal of this Lease shall be deemed
to have occurred by such holding over.

57.   ADDENDUM TO ARTICLE 18:

                         Should Tenant fail to pay within ten (10) days of when
due any installments of Minimum Rent,  Additional Rent, or any other sum payable
to Landlord  under the terms of this Lease,  then a late charge in the amount of
$0.075  per  $1.00  due  shall  be  added  to the sum due and  shall  be  deemed
Additional  Rent  hereunder.  If Tenant shall issue a check to Landlord which is
returnable unpaid for any reason, Tenant shall pay Landlord an additional charge
of $100.00 for  Landlord's  expenses in  connection  therewith.  If Tenant shall
default (i) in the timely (10 days) payment of Fixed Rent or Additional Rent for
any two (2) consecutive  months or for a total of three (3) months in any period
of twelve (12) months then, notwithstanding,  that such defaults shall have each
been cured within the applicable  period,  if any, any further  similar  default





<PAGE>


shall be deemed to be deliberate and Landlord thereafter may serve Tenant with a
three (3) days' notice of termination without affording to Tenant an opportunity
to cure  such  further  default  at  which  time the  term of this  Lease  shall
terminate as if that day were the Expiration Date.

58. ENTIRE  AGREEMENT:  No earlier  statement or prior written matter shall have
any force or effect. Tenant agrees that it is not relying on any representations
or agreements other than those contained in this Lease. This agreement shall not
be modified or canceled except by writing subscribed by all parties.

59. SAVING PROVISION:  If any provision of this Lease, or its application to any
situation shall be invalid or unenforceable to any extent, the remainder of this
Lease, or the application  thereof to situations  other than that as to which it
is invalid or unenforceable,  shall not be affected thereby, and every provision
of this Lease shall be valid and enforceable to the fullest extent  permitted by
law.

60.  LEASE NOT BINDING  UNLESS  EXECUTED:  Submission  by Landlord of the within
Lease for execution by Tenant shall confer no rights nor impose any  obligations
on either  party unless and until both  Landlord and Tenant shall have  executed
this Lease and  duplicate  originals  thereof  shall have been  delivered to the
respective parties.

61.  HEATING. VENTILATION AND AIR-CONDITIONING: OVERTIME AIR CONDITIONING
AND OTHER SERVICES SERVICES: AND SUPPLEMENTARY AIR-CONDITIONING UNIT:

                         (A)  Landlord  shall  deliver the  Demised  Premises to
Tenant with  properly  functioning  heating,  ventilation  and  air-conditioning
("HVAC") of  sufficient  capacity to service  the  Demised  Premises  for normal
office use.

                         (B) Tenant  acknowledges  that the Unit  servicing  the
Demised  Premises may be connected to the  Building's  cooling tower which is in
operation during normal working hours on normal weekdays only. There shall be no
charge  to  Tenant  for  the  furnishing  of  any  necessary  HVAC  or  Building
engineering services to the Demised Premises from 8:00 a.m. to 6:00 p.m. Mondays
through  Fridays,  holidays  excepted and for the furnishing of freight elevator
facilities to the Demised  Premises from 8:00 a.m. to 5:00 p.m.  Mondays through
Fridays,  holidays  excepted.  However,  the  Minimum  Rent does not  reflect or
include any charge to Tenant for the  furnishing  of any such  freight  elevator
facilities, Building engineering services or HVAC to the Demised Premises during
any other periods ("Overtime Periods");  provided,  however, that Landlord shall
not charge Tenant for freight elevator service provided to Tenant during six (6)
continuous,   uninterrupted  hours  during  Overtime  Periods  occurring  during
Tenant's initial move-in.  Accordingly,  if Landlord  furnishes any such freight
elevator  facilities,  Building  engineer's  services  or  HVAC  to the  Demised
Premises at the request of Tenant  during  Overtime  Periods,  Tenant  shall pay
Landlord  Additional  Rent for such services at the standard rates then fixed by
Landlord  for the  Building  or if no such rates are then fixed,  at  comparable
rates then being charged by first-class  office buildings in the lower Manhattan
vicinity.  Landlord's current rate for air conditioning  during Overtime Periods
is $440  per  hour per  Building  floor,  Landlord's  current  rate for  freight
elevator  service  during  Overtime  Periods is $100 per hour and the Landlord's
current rate for Building engineer's service during Overtime Periods is $125 per
hour, provided,  however, that Tenant acknowledges that such rates may change in
the Building as Landlord  determines in its sole discretion.  Landlord shall not
be required to furnish any such  services  during any  Overtime  Periods  unless
Tenant shall notify Landlord in writing of its requirement for services prior to
12:00 p.m. of the day before which such  services are  requested or by 12:00p.m.





<PAGE>



of the last  preceding  Business Day if such Overtime  Periods are to occur on a
day other than a Business  Day. If Tenant  fails to give  Landlord  such advance
notice,  then  failure by Landlord to furnish or  distribute  any such  services
during such  Overtime  Periods shall not  constitute  an actual or  constructive
eviction,  in whole or in part, or entitle Tenant to any abatement or diminution
of rental,  or relieve Tenant from any of its  obligations  under this Lease, or
impose any liability upon Landlord or its agents by reason of  inconvenience  or
annoyance  to Tenant,  or injury to or  interruption  of  Tenant's  business  or
otherwise.  For  purposes  of this  Lease,  "Business  Day"  shall mean any day,
excluding  Saturdays,  Sundays and all days observed as holidays by the State of
New York, the federal government or the labor unions servicing the Building.

                    (C) SUPPLEMENTARY AIR-CONDITION1NG UNIT:

     Tenant may at its sole cost and expense (and same may constitute a portion
of Tenant's Initial Installation, Tenant's Costs and the Landlord's
Contribution) install a Building-standard supplementary airconditioning unit
utilizing up to two (2) windows in the window louvre located at the northeast
corner of each of the 19k" and 20t!~ floors of the Building facing the northeast
corner of Dey Street in the locations shown on Exhibit "A" annexed hereto and
made a part hereof (the "Supplementary Unit") provided same always complies with
any and all applicable law and the provisions of this Lease and further
satisfies the following conditions: (a) same may not be installed on the roof of
the Building and same may only be an air-cooled unit, (b) the electricity used
in connection with the usage of the Supplementary Unit shall be measured by a
submeter and shall be paid by Tenant in accordance with Article 41 of this Lease
and (c) the installation of same shall not exceed the capacity of any of the
electrical conductors and facilities in or otherwise serving the Demised
Premises and the Building. The Supplementary Unit shall be maintained by Tenant
at its sole cost and expense. Tenant hereby indemnifies and holds Landlord
harmless for any and all damage to the Building caused by the installation and
maintenance of the aforesaid Supplemental Unit except if same was proximately
caused by the gross negligence or wrongful acts of Landlord or that of its
agents, contractors or employees. Tenant will obtain insurance as required under
Article 46 of this Lease to protect Landlord against any damage by reason of the
foregoing, and will deliver insurance certificates naming Landlord and any of
its designees as additional insureds under such policy prior to commencing
installation.

62.  WAIVER OF JURY TRIAL AND RIGHT TO  COUNTERCLAIM.  Tenant  hereby waives all
right  to  trial  by  jury  in  any  summary  or  other  action,  proceeding  or
counterclaim  arising  out of or in any  way  connected  with  this  Lease,  the
relationship  of Landlord  and  Tenant,  the  Demised  Premises  and the use and
occupancy thereof any claim of injury or damages, and any emergency statutory or
other  statutory  remedy.  Tenant  also  hereby  waives  all  right to assert or
interpose  any  noncompulsory  counterclaim  in any summary  proceeding or other
action or  proceeding to recover or obtain  possession  of the Demised  Premises
unless such  waiver  would  result in  Tenant's  loss of the right to bring such
claim in a separate proceeding.

63.  INJUNCTIVE  RELIEF: In the event of a breach or threatened breach by Tenant
of any of the  covenants or provisions  of this Lease,  Landlord  shall have the
right of  injunction  and the right to invoke  any  remedy  allowed at law or in
equity as if re-entry,  summary  proceedings  and other remedies were not herein
provided for. Mention in this Lease of any particular  remedy shall not preclude
Landlord from any other  remedy,  at 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's  being evicted or  dispossessed,  or in the
event of Landlord's  obtaining  possession of the Demised  Premises by reason of
Tenant's  violation of the provisions of this Lease.  Tenant further agrees that





<PAGE>


it shall not interpose any counterclaim or counterclaims in a summary proceeding
or in any other action or  proceeding  to evict the Tenant or otherwise  recover
possession  of the  Demised  Premises  and  Tenant  hereby  waives  the right to
interpose any noncompulsory  counterclaim or noncompulsory  counterclaims in any
such proceeding(s).

64. RECORDATION: Tenant covenants not to place this Lease on record or to record
this Lease  without the prior  written  consent of  Landlord.  At the request of
Landlord,  Tenant will  execute a  memorandum  of lease for  recording  purposes
containing  references to such provisions of this Lease as Landlord, in its sole
discretion, shall deem necessary.

65. ATTORNEYS' FEES: Tenant agrees to pay Landlord upon demand, as an Additional
Rental, a sum equal to all costs and expenses (including  reasonable  attorneys'
fees,  costs  of  investigation  and  disbursements)  incurred  by  Landlord  in
enforcing any or all of its rights hereunder, specifically including the cost of
collecting  sums due,  whether or not an action or proceeding  is commenced,  or
levying and collecting on any judgment or arbitration award in Landlord's favor.

66.  FORCE  MAJEURE:  In the event that either  party hereto shall be delayed or
hindered in or prevented  from the  performance  or any act  required  hereunder
other than Tenant's obligation to pay rent by reason of strikes, lockouts, labor
troubles,  failure of power,  riots,  insurrection,  war or other reason of like
nature not the fault of the party delayed in performing work or doing acts, such
party shall be excused for the period of delay. The period of performance of any
such act shall then be extended for the period of such delay.

67. ELECTRICITY AND HEAT: Landlord shall not in any way be liable or responsible
to Tenant for any loss or damage or expense which Tenant may sustain or incur if
either the  quantity  or  character  of electric  service,  gas service or other
utility  is  changed  or  is  no  longer  available  or  suitable  for  Tenant's
requirements. Tenant's use of electric current or other utilities in the Demised
Premises  shall not at any time  exceed the  capacity  of any of the  electrical
conductors,  facilities  and other  systems in or otherwise  serving the Demised
Premises.

68. SECURITY:

                         (A) (i) Tenant has deposited with Landlord the sum of
$585,620.00 upon the execution of this Lease, as security for the performance by
Tenant of all of the terms,  covenants and  conditions of this Lease on Tenant's
part to be  performed.  The security  deposit  shall be deposited in  Landlord's
regular  banking  institution  which  it uses  for  deposits  for the  Building.
Landlord shall have the right,  without notice to Tenant,  and regardless of the
exercise of any other remedy Landlord may have by reason of a default,  to apply
any part of said  deposit to cure any default of Tenant,  and, if Landlord  does
so, Tenant shall upon demand deposit with Landlord the amount so applied so that
Landlord shall have the full amount of the security  ($585,620.00)  at all times
during  the term of this  Lease.  If Tenant  shall  fail to make  such  deposit,
Landlord  shall have the same  remedies  for such  failure as Landlord has for a
default  in the  payment  of  Minimum  Rent.  In the event of an  assignment  or
transfer of the leasehold  estate under the Lease,  (a) Landlord  shall have the
right to transfer the security to the assignee,  (b) Landlord shall thereupon be
automatically  released  by Tenant  from all  liability  for the  return of such
security,  and (c) Tenant  shall look solely to the  assignee  for the return of
said  security,  and the foregoing  provisions  of this sentence  shall apply to
every transfer made of the security to a new assignee of Landlord's  interest in
the Lease.  The  security  deposited  under this Lease  shall not be assigned or





<PAGE>


encumbered  by  Tenant  without  the prior  consent  of  Landlord,  and any such
assignment or encumbrance  shall be void.  Landlord and Tenant  acknowledge  and
agree that any cash security in the actual  physical  possession of the Landlord
shall be  deposited in an  interest-bearing  account of a type which is standard
and customary for security  deposits in the  industry,  and any interest  earned
thereon  shall  accrue and be added to the  security  deposited  hereunder.  The
parties agree that Landlord shall be entitled to deduct from the interest on the
security a 1% fee for the administrative costs incurred in holding said security
in an interest-bearing account.

                         (ii) On or about April 1,2004, provided that this Lease
remains  in full  force and  effect,  and the  Tenant  named  herein  remains in
possession  of the Demised  Premises and is not then in default under this Lease
after the expiration of any grace or cure period expressly  provided for in this
Lease, the Landlord  acknowledges  that upon Tenant's written request thereto it
shall return to Tenant a portion of the cash  security  deposit held by Landlord
in the amount of an equivalent  of three (3) months of the initial  Minimum Rent
under this Lease  payable  during the first Lease Year.  Landlord  shall remit a
check to Tenant  for this sum  within 30 days of  Tenant's  written  request  to
Landlord if same is due pursuant to the provisions of this Article.

                         (iii) On or about  April  1,2006,  provided  that  this
Lease remains in full force and effect,  and the Tenant named herein  remains in
possession  of the Demised  Premises and is not then in default under this Lease
after the expiration of any grace or cure period expressly  provided for in this
Lease, the Landlord  acknowledges  that upon Tenant's written request thereto it
shall return to Tenant a portion of the cash  security  deposit held by Landlord
in the amount of an equivalent  of three (3) months of the initial  Minimum Rent
under this Lease  payable  during the first Lease Year.  Landlord  shall remit a
check to Tenant  for this sum  within 30 days of  Tenant's  written  request  to
Landlord if same is due pursuant to the provisions of this Article.

                         (iv) In the  event  that a Letter  of  Credit  has been
delivered by Tenant to Landlord  pursuant to subparagraph  (B) herein below, any
reduction in or return of security  mandated by subparagraphs  (A)(ii) and (iii)
here in  above  may be  implemented  by  Tenant  delivering  to the  Landlord  a
replacement  Letter of Credit in the reduced amount  indicated in  subparagraphs
(A)(ii) and (iii)  hereinabove  provided  such  replacement  Letter of Credit is
acceptable to the Landlord.

  [INFORMATION OMITTED]

to draw upon the existing Letter of Credit and to hold such sums for the balance
of the Lease term as cash security for Tenant's performance under this Lease and
(ii) at Landlord's option, such failure shall be deemed to be a material default
by Tenant under this Lease and Landlord  shall have all of its remedies  thereof
under the Lease,  at law and at equity.  Tenant shall ensure that the  foregoing
sentence shall appear in bold" on the face of the letter of credit.

                         (ii) In the  event  Tenant  shall  default  during  the
period in which the Letter of Credit shall be in place after the  expiration  of
any applicable grace periods expressly stated in this Lease, Landlord shall have
the right,  and regardless of the exercise of any other remedy Landlord may have
by reason of a default,  to immediately draw against the Letter of Credit to the
extent necessary to cure the amount of any default and to apply any part of said
Letter of Credit to the extent necessary to cure any default of Tenant,  and, if
Landlord does so, Tenant shall upon demand issue a new Letter of Credit in favor
of  Landlord  in the face  amount of the  original  amount so drawn down so that





<PAGE>


Landlord  shall at all  times  have the full  amount  of the  Letter  of  Credit
required  under this  Article  during the entire term of this  Lease.  If Tenant
shall  fail to issue such new  Letter of  Credit,  Landlord  shall have the same
remedies  for such  failure  as  Landlord  has for a default  in the  payment of
Minimum Rent.  Landlord's  right to draw on the Letter of Credit shall  continue
for so long as Tenant shall remain in default.

                         (iii) In the event of an  assignment or transfer by the
Landlord of the leasehold  estate under the Lease,  (a) Landlord  shall have the
right without any charge, cost, fee or expense charged to any party, to transfer
or assign the Letter of Credit to the assignee by  delivering to said assignee a
blanket assignment of said Letter of Credit (using a form acceptable to Landlord
in its sole  discretion),  (b) Landlord  shall  thereupon  upon such transfer be
automatically  released by Tenant from all liability,  if any, for the return of
such Letter of Credit,  and (c) Tenant shall look solely to the assignee for the
return of said Letter of Credit,  and the foregoing  provisions of this sentence
shall apply to every  transfer made of the Letter of Credit to a new assignee of
Landlord's  interest in the Lease.  The Letter of Credit issued under this Lease
shall not be assigned or encumbered by Tenant or by the issuing bank without the
prior consent of Landlord, and any such assignment or encumbrance shall be void.

                         (iv) The  Letter  of  Credit  may not be  automatically
self-reducing  on its face,  but may be replaced and reduced by Tenant to comply
with the express  provisions  of  subparagraphs  (A) (ii) and (iii)  hereinabove
provided such replacement Letter of Credit is acceptable to the Landlord..

69. CLEANING:  Landlord shall provide cleaning services for the Demised Premises
in accordance with building  standard  specifications  annexed hereto as Exhibit
"C", at no extra cost to Tenant.

70.  BUILDING  DIRECTORY/SIGNAGE:  Tenant  shall have the right to  display  the
number  of  individual  names  in the  Building's  Lobby  Directory  in the same
proportion  that  the  rentable  space  of the  Demised  Premises  bears  to the
aggregate  rentable  space of the entire  Building.  Tenant may  utilize its own
graphics in  implementing  signage to be located at the  entrance to the Demised
Premises,  subject to  Landlord's  prior written  approval as to aesthetics  and
location (and subject, also, to the compliance by Tenant with applicable law and
with all of the provisions of this Lease applicable thereto.)

71. BILLING BY LANDLORD:  Any bill, invoice,  statement or other notice rendered
by the  Landlord or any other  party to the Tenant and which is not  disputed or
objected to by the Tenant within 60 days of the rendition of such bill, invoice,
statement  or other notice  shall be deemed to be  unconditionally  approved and
accepted by the Tenant. In the event that Landlord has been delayed in rendering
or has failed to render any bill,  invoice,  statement or other notice to Tenant
beyond the originally  anticipated due date thereof, such delay or failure shall
not  prejudice  any of  Landlord's  rights  and no waiver  of any  rights of the
Landlord shall have occurred or be deemed to have occurred as a result of any of
Landlord's delay or failure as described herein above.

[INFORMATION OMITTED]

a demand  under any  Articles  this Lease shall not in any way be denied to be a
waiver of, or cause Landlord to forfeit or surrender its rights to collect,  any
Additional  Rent which may have become due pursuant to any such Articles of this
Lease during the term of this Lease.  Tenant's liability for the Additional Rent
due  under any  Articles  of this  Lease  shall  continue  unabated  during  the
remainder of the term of this Lease and shall  survive the  expiration or sooner
termination of this Lease.




<PAGE>



                         (B) In no event shall any  adjustment  of any  payments
payable by Tenant in  accordance  with the  provisions  of any  Articles of this
Lease  result in a decrease  in  Minimum  Rent nor shall any  adjustment  of any
Additional  Rent payable by Tenant  pursuant to any provision of any Articles of
this Lease result in a decrease in any other  Additional  Rent payable by Tenant
pursuant to any other  provisions of this Lease,  it being agreed and understood
that the  payment  of  Additional  Rent under any  Articles  of this Lease is an
obligation  supplemental  to Tenant's  obligations  to pay Minimum  Rent and any
other Additional Rent pursuant to any other provision of this Lease.

                         (C) If a Tax Year or lease  year  shall  end  after the
expiration or termination of the term of this Lease, the Additional Rent payable
by Tenant in respect  thereof shall be prorated to correspond to that portion of
such year occurring within the term of this Lease.

                         (D) (i) Landlord's  failure to render any Tax Statement
with respect to any Tax Year shall not prejudice  Landlord's right to thereafter
render a Tax Statement  with respect  thereto or with respect to any  subsequent
Tax Year, nor shall the rendering of a Tax Statement prejudice  Landlord's right
to  thereafter  render a corrected  Tax Statement for that Tax Year, as the case
may be. Nothing  herein  contained  shall  restrict  Landlord from issuing a Tax
Statement  at any time there is an increase in Taxes  during any Tax Year or any
time thereafter.

                                  (ii)Each Tax Statement shall be conclusive and
binding upon Tenant unless (i) with respect to such Tax Statement,  on or before
sixty (60) days after the  delivery  by  Landlord  to Tenant of such  statement,
Tenant  shall  notify  Landlord  that it disputes  the  correctness  of such Tax
Statement,  specifying  the  particular  respects in which such Tax Statement is
claimed to be incorrect. Pending the determination of such dispute, Tenant shall
pay any  disputed  portion of the  relevant  Tax Payment to the Landlord (as and
when  otherwise  payable to the Landlord under the  appropriate  Article of this
Lease) and Tenant shall pay any  undisputed  portion of the relevant Tax Payment
in accordance  with the  applicable  Tax Statement (and Landlord shall refund or
credit any overpayment by Tenant following the determination of such dispute).

73.  INTEREST:  If any sums of money or  charges  required  to be paid by Tenant
under this Lease,  including but not limited to Minimum Rent and Additional Rent
payable by Tenant  hereunder,  are not paid at the time  provided  in the Lease,
they shall  nevertheless,  if not paid when due, bear interest from the due date
thereof to the date of payment at the highest  rate allowed by law to be charged
the Tenant.

74. LEGAL RENT RESTRICTIONS:

                                  If any of the rents payable under the terms of
this Lease shall be or become uncollectible,  reduced or required to be refunded
because  of  any  applicable  law,  ordinances,   order,  rule,  requirement  or
regulation,  Tenant shall enter into such agreement(s) and take such other steps
(without  additional  expense to Tenant) as  Landlord  may request and as may be
legally  permissible to permit  Landlord to collect the maximum rents which from
time to time  during  the  continuance  of such legal  rent  restriction  may be
legally  permissible (and not in excess of the amounts  reserved  therefor under
this Lease). Upon the termination of such legal rent restriction,  (a) the rents
shall become and thereafter be payable in accordance  with the amounts  reserved
herein for the periods  following such  termination  and (b) Tenant shall pay to
Landlord, to the maximum extent legally permissible,  an amount equal to (i) the
rents which would have

(INFORMATION OMITTED)

and tenant further agrees to execute any modification of this Lease requested by
Lender (provided such modification of Lease does not





<PAGE>


serve to alter the material  business terms of this Lease).  The reasonable cost
of obtaining any nondisturbance agreement in favor of Tenant, including, without
limitation,  any reasonable  attorneys  fees and costs of said lender,  shall be
borne solely by the Tenant.


76.   TEMPORARY LICENSE SPACE ON THE 11th FLOOR OF THE BUILDIN

                         (A)  Landlord   hereby   grants  to  Tenant  a  license
("License") to use and occupy  certain  rentable space located on the 11th floor
of the  Building as  described  on Exhibit  "D"  annexed  hereto and made a part
hereof which the parties agree measures 5,863 rentable square feet (the "License
Premises") for the period (the "License Period")  commencing from the earlier of
(i) the date Tenant commences its business operations in the License Premises or
(ii)  September  1, 1999,  and through  and  including  December31,  1999 (as so
extended  pursuant to the notice required in subparagraph  (B) herein below, the
"License  Termination  Date").  The  License  Premises  shall be accepted in its
present "as is" condition  and Landlord  shall have no obligation to do any work
to prepare the License  Premises  for  Tenant's  occupancy.  Tenant shall pay to
Landlord a monthly  licensee fee ("License Fee") for the License Premises in the
amount of $7,328.75 per month  commencing on the first day of the License Period
and on the first day of each month during the License Period through the License
Termination  Date,  Tenant shall occupy the License  Premises during the License
Period  for the  uses set  forth  in  Article  38  hereof  only and for no other
purpose.

                         (B)  Tenant  hereby  agrees  that time  shall be of the
essence with respect to its  obligations  to vacate and surrender  possession of
the License  Premises on the License  Termination  Date, and Tenant shall vacate
and  surrender  possession  of the  License  Premises  in  vacant,  broom  clean
condition  on the  License  Termination  Date.  Notwithstanding  the  foregoing,
provided  that  Tenant  notifies  Landlord at least 30 days prior to the License
Termination Date that it desires to remain in possession of the License Premises
subsequent to the expiration of the License  Termination Date, then Tenant shall
pay a License Fee in the amount of  $14,657.50  for the period  from  January 1,
2000  through  January  31,  2000 and  further a License  Fee in the  amount of$
19,543.33  for the period from  February  1,2000  through  February 29, 2000. If
Tenant fails to notify Landlord as aforesaid and Tenant remains in possession of
the License Premises after the License Termination Date, then the foregoing fees
shall also be due and payable  and Tenant  shall  nevertheless  be in default of
this  Article  for  failing to vacate and  surrender  the  License  Premises  to
Landlord on the License Termination Date.

                         (C) This  Paragraph does not and shall not be deemed to
constitute a lease or a conveyance of the License Premises by Landlord to Tenant
or to confer  upon  Tenant any right,  title,  estate or interest in the License
Premises. This Paragraph grants to Tenant a personal privilege to use and occupy
the License  Premises  for the License  Period on the terms and  conditions  set
forth herein.

                         Except as may be otherwise expressly set forth herein
and except that Tenant  shall not be required to pay Minimum  Rent,  electricity
charges (except for electricity  charges  incurred for use of any  supplementary
airconditioning  unit which may be located in the  License  Premises,  and as to
such usage Tenant shall pay  electricity  for same as provided for in Article 41
of this Lease),  Tax Payments or Tenant's Operating Payments for the License and
the License  Premises,  the  provisions of this Lease shall apply to the License
and the License Premises and shall be binding on Tenant and Landlord.





<PAGE>


                         (D) Tenant  shall not  assign,  transfer  or  otherwise
encumber the License Premises or the License,  nor shall Tenant permit or suffer
any other  person or  entity  to use or  occupy  all or any part of the  License
Premises.

                         (E) Tenant shall  indemnify and save harmless  Landlord
and its agents  against  arid from (i) any and all claims  against  Landlord  of
whatever  nature  arising from any act,  omission or negligence  of Tenant,  its
contractors,  licensees, agents, servants, employees, invitees or visitors, (ii)
all  claims  against  Landlord  arising  from any  accident,  injury  or  damage
whatsoever  caused to any person or to the property of any person and  occurring
during the term of this  License  in or about the  License  Premises,  (iii) all
claims

(INFORMATION OMITTED)

                         (F)  Tenant represents that it has made a thorough
inspection of the License Premises and agrees to take same in its condition
"as is", as of the commencement of the License Period, and Landlord shall have
no obligation to alter, improve, decorate or otherwise prepare the License
Premises for Tenant's use and occupancy whatsoever. Tenant shall not make any
alterations to the License Premises without the prior written approval of
Landlord in each instance. Landlord hereby approves that Tenant may remove the
three (3) walls marked with the letter "X", as indicated on Exhibit "D" (subject
to compliance with all applicable law) and Tenant shall have no obligation to
restore same at the expiration of the License Period. All such approved
alterations shall be made by Tenant at its sole cost and expense, and Tenant
shall comply in all respects with all the terms and conditions contained in the
Lease with respect to alterations made by Tenant. All alterations, decorations,
installations and improvements upon the License Premises shall be removed by
Tenant at the expiration of the License Period and Tenant shall, at its sole
cost and expense, restore the License Premises to their original condition as
existed prior to the commencement of the License Period (except as hereinabove
expressly set forth).

80 LAFAYETTE ASSOCIATES LLC

     /s/
By:___________________

Tennant
GAINES, BERLAND INC.

    /s/
By:___________________




<PAGE>



[DIAGRAMS OMITTED]

(INFORMATION OMITTED)

not Landlord,  is fully  responsible to timely submit,  and for the accuracy of,
the Application,  all documentation  ancillary to the Application  (e.g.,  lease
abstract,  statement of  expenditures  on  improvements,  statement of number of
employees),and  all  documentation  ancillary to the Abatement (e.g.,  statement
that  requirements  have  been  met,  annual   Certificate  of  Continuing  Use,
notification  of Tenant's  vacating),  and Tenant  agrees to indemnify  and hold
Landlord and Landlord's  agents harmless from cost,  loss,  damage and liability
relating to the  Abatement  and the law covering the  Abatement  with respect to
this Lease.  Landlord's  only  obligation  regarding the  Abatement  shall be to
reasonably cooperate with Tenant at no cost or expense to Landlord, and Landlord
shall not be  required  to join  Tenant in  executing  the  Application  and all
ancillary  documentation if doing so would result in any cost,  loss,  damage or
liability to Landlord or if Landlord has knowledge that the  Application and all
ancillary  documentation are not accurately completed.  Tenant acknowledges that
(i) Landlord  makes no  representation  that this Lease or the Demised  Premises
covered by this Lease is eligible  for the  Abatement,  (ii)  Landlord  makes no
representation  that the Abatement covering this Lease, if any, will be obtained
(or once  obtained that the  Abatement  will continue in effect),  and (iii) the
effectiveness  of this Lease and  Tenant's  obligation  to pay all basic  annual
rent, additional rent and other charges (collectively,  the "Rent") provided for
under this Lease shall not be affected if the  Abatement  covering this Lease is
not obtained (or once obtained the Abatement  does not continue in effect).  The
Rent set  forth  in this  Lease  does  not  reflect  the  Abatement,  and if the
Abatement  covering  this  Lease is  granted  and is in effect  then the  amount
Landlord  charges  Tenant  for Rent shall  accurately  reflect  said  Abatement.
However,  if and to the extent Landlord is not required to pay real estate taxes
for any reason other than the  Abatement,  Landlord shall charge Tenant for Rent
without  reflecting  the  Abatement.  Landlord  and Tenant  acknowledge  that an
expenditure of not less than $35.00 per square foot of the Demised Premises (the
"Expenditure  Minimum ) must be timely made to the Demised  Premises  and/or the
common areas of the Building by Landlord  and/or  Tenant in order to qualify for
the Abatement;  Landlord's  acknowledgment set forth above in this sentence does
not require Landlord to (i) make any expenditure that Landlord has not otherwise
agreed to make or (ii) consent to any improvements to be made by Tenant to which
Landlord  is  not  otherwise   required  to  consent,   and  Landlord  makes  no
representation  that the  Expenditure  Minimum  will be timely  reached for this
Lease.  The calculation  of(i) the amount of the Abatement  covering this Lease,
(ii) the  Expenditure  Minimum,  and (iii) the  square  footage  of the  Demised
Premises  for  purposes  of  completing  the  Application  and  calculating  the
Abatement  covering  this Lease only shall be  calculated  by  applying  (i) the
Department  of Finance  number for the square  footage of the  Building and (ii)
Tenant's  Share as set forth in the Article of this Lease  covering  Real Estate
Tax Payments;  Landlord and Tenant agree that the  above-mentioned  calculations
and  square  footages  shall  have no  application  except  with  regard  to the
Abatement.  Landlord and Tenant  acknowledge  that the  Abatement  covering this
Lease may be revoked  if real  estate  taxes or water or sewer  charges or other
lienable charges on the Building are unpaid for one (1) year (unless  delinquent
amounts are paid as provided  for in the law  covering  the  Abatement).  Tenant
agrees that Tenant is only  entitled to the benefits of the Abatement so long as
Landlord's actual real estate tax payments are reduced to reflect the Abatement,
and therefore there shall be no reduction in Tenant's payment of Minimum Rent in
anticipation  of the Abatement or for any reason other than the  Abatement.  The
Additional  Rent due and payable under the Article of this Lease  regarding Real
Estate Tax  Payments is  independent  of and shall not be affected by or reflect
the Abatement.




<PAGE>



                                   EXHIBIT "B"

               LOWER MANHATTAN REAL PROPERTY TAX ABATEMENT PROGRAM

   Landlord acknowledges that Tenant may request that Landlord join Tenant in
executing the Commercial  Revitalization Program Application (the "Application")
for real estate tax abatement (the "Abatement") applicable to pre-1975 buildings
in Lower Manhattan effective October 29, 1995. Landlord agrees to join Tenant in
executing the Application subject to Tenant's agreement to, and compliance with,
the terms of this  Article.  Tenant  agrees to pay (i) all costs and expenses to
make the Application,  including but not limited to the filing fee, and (ii) all
other fees  regarding  the  Abatement  covering  this Lease.  Tenant agrees that
Tenant, and not Landlord,  (i) shall pursue the Abatement in a reasonable manner
and (ii) shall be responsible to comply with all  requirements  ancillary to the
Abatement, and in this regard, Tenant, and not Landlord, is fully responsible to
timely  submit,  and for the accuracy  of; the  Application,  all  documentation
ancillary to the Application (e.g., lease abstract, statement of expenditures on
improvements,  statement of number of employees),and all documentation ancillary
to the  Abatement  (e.g.,  statement  that  requirements  have been met,  annual
Certificate of Continuing Use,  notification of Tenant's  vacating),  and Tenant
agrees to indemnify and hold Landlord and Landlord's  agents harmless from cost,
loss,  damage and  liability  relating to the Abatement and the law covering the
Abatement with respect to this Lease.  Landlord's only obligation  regarding the
Abatement shall be to reasonably  cooperate with Tenant at no cost or expense to
Landlord,  and Landlord  shall not be required to join Tenant in  executing  the
Application  and all  ancillary  documentation  if doing so would  result in any
cost,  loss,  damage or liability to Landlord or if Landlord has knowledge  that
the Application and all ancillary  documentation  are not accurately  completed.
Tenant acknowledges that (i) Landlord makes no representation that this Lease or
the Demised Premises  covered by this Lease is eligible for the Abatement,  (ii)
Landlord makes no representation that the Abatement covering this Lease, if any,
will be obtained (or once obtained that the Abatement  will continue in effect),
and (iii) the  effectiveness  of this Lease and Tenant's  obligation  to pay all
basic annual rent, additional rent and other charges (collectively,  the "Rent")
provided  for under this Lease shall not be affected if the  Abatement  covering
this Lease is not obtained (or once obtained the Abatement  does not continue in
effect). The Rent set forth in this Lease does not reflect the Abatement, and if
the  Abatement  covering  this Lease is granted and is in effect then the amount
Landlord  charges  Tenant  for Rent shall  accurately  reflect  said  Abatement.
However,  if and to the extent Landlord is not required to pay real estate taxes
for any reason other than the  Abatement,  Landlord shall charge Tenant for Rent
without  reflecting  the  Abatement.  Landlord  and Tenant  acknowledge  that an
expenditure of not less than $35.00 per square foot of the Demised Premises (the
"Expenditure  Minimum") must be timely made to the Demised  Premises  and/or the
common areas of the Building by Landlord  and/or  Tenant in order to qualify for
the Abatement;  Landlord's  acknowledgment set forth above in this sentence does
not require Landlord to (i) make any expenditure that Landlord has not otherwise
agreed to make or (ii) consent to any improvements to be made by Tenant to which
Landlord  is  not  otherwise   required  to  consent,   and  Landlord  makes  no
representation  that the  Expenditure  Minimum  will be timely  reached for this
Lease.  The calculation  of(i) the amount of the Abatement  covering this Lease,
(ii) the  Expenditure  Minimum,  and (iii) the  square  footage  of the  Demised
Premises  for  purposes  of  completing  the  Application  and  calculating  the
Abatement  covering  this Lease only shall be  calculated  by  applying  (i) the
Department  of Finance  number for the square  footage of the  Building and (ii)
Tenant's  Share as set forth in the Article of this Lease  covering  Real Estate
Tax Payments;  Landlord and Tenant agree that the  above-mentioned  calculations
and  square  footages  shall  have no  application  except  with  regard  to the
Abatement.  Landlord and Tenant  acknowledge  that the  Abatement  covering this
Lease may be revoked  if real  estate  taxes or water or sewer  charges or other


<PAGE>


lienable charges on the Building are unpaid for one (1) year (unless  delinquent
amounts are paid as provided  for in the law  covering  the  Abatement).  Tenant
agrees that Tenant is only  entitled to the benefits of the Abatement so long as
Landlord's actual real estate tax payments are reduced to reflect the Abatement,
and therefore there shall be no reduction in Tenant's payment of Minimum Rent in
anticipation  of the Abatement or for any reason other than the  Abatement.  The
Additional  Rent due and payable under the Article of this Lease  regarding Real
Estate Tax  Payments is  independent  of and shall not be affected by or reflect
the Abatement.




<PAGE>



                                   EXHIBIT "C"

                             CLEANING SPECIFICATIONS

GENERAL TENANT AREAS

                         All flooring swept nightly.

                         All  carpeted  areas and rugs swept  nightly and vacuum
                         cleaned weekly.

                         Wastepaper  baskets,  receptacles,  etc.,  emptied  and
                         cleaned   nightly   (plastic   liners   required   when
                         necessary).  Food related  debris from pantry or excess
                         paper from computer area are not included in this scope
                         of work.

                         All furniture tops, (uncluttered surfaces, i.e., desks,
                         chairs, tables and bookshelves) and window sills dusted
                         nightly. All glass furniture tops cleaned nightly.

                         Slopsink rooms cleaned nightly.

                         Rub down with cloth all metal hand rails.

COMMON AREA LAVATORIES

                         All  flooring  swept and washed  nightly  using  proper
                         disinfectants. All mirrors, powder shelves, bright work
                         and enameled surfaces,  etc.,  including  flushometers,
                         piping  and toilet  seat  hinges  washed  and  polished
                         nightly.

                         Scour,  wash and disinfect all basins,  bowls,  urinals
                         and toilet seats (both sides) throughout all lavatories
                         nightly.

                         All partitions,  tile walls, dispensers and receptacles
                         dusted  nightly,   washed  and  polished  as  often  as
                         necessary.

                         Toilet paper and sanitary disposal  receptacles emptied
                         and  cleaned  nightly  and  transported  to  designated
                         loading area for pick-up by rubbish removal contractor.

HIGH DUSTING OFFICE AREA

                         Do all high  dusting  approximately  four  times a year
                         which includes the cleaning of all exterior surfaces of
                         light fixtures, including glass and plastic enclosures.

WINDOW CLEANING

                         Clean all  windows on the outside and inside four times
                         a year. Windows frames and associated metal to be wiped
                         clean at all times.


(DIAGRAMS OMITTED)

<PAGE>


                               AMENDMENT OF LEASE


         THIS AGREEMENT (this "Amendment" or the "Agreement"), made as of the
19th day of August, 1999, between MAYORE ESTATES LLC AND 80 LAFAYETTE ASSOCIATES
LLC, each a New York limited liability company, having an address at c/o The St.
George Hotel, 100 Henry Street, Brooklyn, New York 11201 (collectively, the
"Landlord"), and GAINES, BERLAND INC., a corporation, having an address at 22
Cortlandt Street, New York, New York ("Tenant").

                                   WITNESSETH:

         WHEREAS, by Agreement of Lease (the "Original Lease") dated as of
August 3, 1999, Landlord, as landlord, did demise and let unto Tenant, as tenant
and Tenant did hire and take the entire rentable portion of space located on the
nineteenth (19th ) floor (the "19th Floor Demised Premises") and a portion of
rentable space located on the twentieth (20th ) floor (the "20th Floor Demised
Premises"), as same is more particularly described in the Original Lease
(collectively, the "Demised Premises"), in the building commonly known as 22
Cortlandt Street, New York, New York (the "Building");

         WHEREAS, the Original Lease and all the amendments thereto are
hereinafter collectively referred to as the "Lease";

         WHEREAS, the parties desire to replace the 20th Floor Demised Premises
with certain different premises located on the 20th floor of the Building and
modify certain other terms and provisions of the Original Lease, as hereinafter
set forth.

         NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises contained herein and for TEN ($10.00) DOLLARS and other good and
valuable consideration, receipt of which is hereby acknowledged, and intending
to be legally bound hereby, covenant and agree as follows:

         1. Incorporation of Recitals. The recitals set forth above and in the
Original Lease referred to therein are hereby incorporated herein by reference
as if set forth in full in the body of this Amendment.

         2. All terms used herein and not otherwise defined herein shall have
the meanings ascribed to them in the Original Lease.

         3. Effective Date. The effective date ("Effective Date") of this
Amendment shall be upon the date of this Amendment.

          4. The Amended 20th Floor Demised Premises. Commencing on the
Effective Date, the 20th Floor Demised Premises are superceded and replaced by
that certain portion of rentable space located on the 20th floor of the Building
as same is described on the floor plan for the 20th floor annexed hereto as
Schedule "1" (such space being referred to herein as the "Amended 20th Floor
Demised Premises"). As such, the floor plan for the 20th floor portion for the
Demised Premises which is annexed to the Original Lease as Exhibit "A" thereto
is deemed herein to be superceded and replaced by the 20th floor floor plan
annexed hereto as Schedule "1". The Demised Premises shall be and is the 19th
floor Demised Premises as described in the Original Lease (a floor plan for
which is annexed to the Original Lease as part of Exhibit "A" thereto) and the
Amended 20th Floor Demised Premises as described and set forth on the 20th floor
floor plan annexed hereto as Schedule "1".

         5. Minimum Rent and Additional Rent for the Demised Premises.

         (A) The Minimum Rent schedule set forth in Article 39(A) of the
Original Lease is replaced and superceded by the following schedule:







                                        1

<PAGE>



         "Lease Year(s)             Annual Rental              Monthly Rental

         1 - 5                      $ 615,160.00               $ 51,263.33

         6 - 10                     $ 703,040.00               $ 58,586.67"
         and seven (7)
         months in Lease
         Year 11

         On the Effective Date, the Tenant shall deposit with Landlord the
amount of $2,461.66, which sum is the difference between the first month's
Minimum Rental installment set forth in Article 39(A) of the Original Lease and
the first month's Minimum Rental installment recited in this paragraph.

          (B) Article 40(I) of the Original Lease is hereby revised such that
the Landlord's Contribution is $738,950.00.

          The second full sentence of Article 40(I) of the Original Lease is
replaced and superceded by the following sentence:

          "Notwithstanding anything to the contrary set forth in this Lease,
          Tenant unconditionally acknowledges and agrees that no more than
          $109,850.00 of the Landlord's Contribution may be used by Tenant for
          the payment of construction-related soft costs associated with the
          Tenant's Initial Installation.

          (C) Article 42(A)(iv) of the Original Lease is hereby revised such
that the Tenant's Share is 3.29%.

          (D) The last two sentences of the third full paragraph of Article
41(C) of the Original Lease are replaced and superceded by the following:

                   "For purposes of this paragraph only, the Demised Premises
                   are deemed to contain 21,970 rentable square feet. In no
                   event shall Tenant or Landlord be entitled to measure,
                   remeasure or adjust the square footage of the Demised
                   Premises after the date of this Lease and none of the
                   provisions of this Lease, including, without limitation, the
                   Minimum Rental and Additional Rental, shall ever be modified
                   based on such square footage."

          (E) Article 68(A)(i) and (B)(i) of the Original Lease is hereby
revised such that the security deposit is 615,160.00. On the Effective Date, the
Tenant shall deposit with Landlord the amount of $29,540.00, which sum is the
difference between the security deposit set forth in Article 68(A)(i) of the
Original Lease and the security deposit recited in this paragraph.

          6. As modified and amended by this Amendment, all of the terms,
covenants and conditions of the Lease are hereby ratified and confirmed and
shall continue to be and remain in full force and effect throughout the term of
the Lease thereof.


         IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to
be executed as of the day and year first above written.


                                        2

<PAGE>



                                    Landlord

                                    MAYORE ESTATES LLC.
                                        /s/
                                    By: ______________________________

                                    80 LAFAYETTE ASSOCIATES LLC
                                       /s/
                                    By: ______________________________

                                    Tenant

                                    GAINES, BERLAND INC.
                                       /s/
                                    By: ______________________________



                                        3

<PAGE>



                                  SCHEDULE "1"

             FLOOR PLAN FOR THE AMENDED 20th FLOOR DEMISED PREMISES




                                        4

<PAGE>


                                LIST OF EXHIBITS



         Exhibit

         1                          Demised Premises

         2                          Site Plan

         3                          Term Commencement Date

         4                          Landlord's Work

         5                          Zoning Resolution

         6                          HVAC Specification

         7                          Parking Sketch

         8                          Tenant's Work





                                        5