<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>18
<FILENAME>ex10-2_14663.txt
<DESCRIPTION>LEASE AGREEMENT DATED 11-02-2003
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------








================================================================================



                               AGREEMENT OF LEASE

                                     Between

                       104 WEST 40TH STREET PARTNERS, LLC,

                                    Landlord,

                                       and

                           BRIDGELINE SOFTWARE, INC.,

                                     Tenant.


                                    Premises:

                                   Suite 1010
                              104 West 40th Street
                               New York, New York



================================================================================
<PAGE>
                            LEASE INFORMATION SUMMARY


I.    LEASE DATE:                      November 26, 2003



II.   PARTIES AND ADDRESSES:

      A.  LANDLORD:                    104 West 40th Street Partners, LLC

      B.  LANDLORD'S ADDRESS
          FOR NOTICES:                 c/o RFR Realty, LLC
                                       400 Park Avenue - 15th floor
                                       New York, New York 10022

                                       with a copy to:

                                       Esanu Katsky Korins & Siger, LLP
                                       605 Third Avenue
                                       New York, New York 10158
                                       Attn: Randolph Amengual, Esq.

      C.  TENANT:                      Bridgeline Software, Inc.

      D.  TENANT'S ADDRESS
          FOR NOTICES:                 Prior to the Commencement Date:
                                       130 New Boston Street
                                       Woburn, Massachusetts 01801

                                       After the Commencement Date:

                                       104 West 40th Street
                                       New York, New York 10018



III.  PROPERTY INFORMATION:

      A.  PREMISES:                    A portion of the tenth (10th) floor
                                       of the Building, known as Suite 1010,
                                       as shown cross-hatched on Exhibit I
                                       annexed hereto and made a part hereof.

      B.  BUILDING:                    104 West 40th Street, New York, New York

      C.  REAL PROPERTY:               The real property on which the Building
                                       is located:



IV.   TERM:

      A.  TERM OF LEASE:               Seven (7) years and five (5) months

      B.  COMMENCEMENT DATE:           The date of substantial completion of
                                       Landlord's Work.


<PAGE>
      C.  EXPIRATION DATE:             The date immediately preceding seven (7)
                                       years and five (5) months after the
                                       Commencement Date, provided that if such
                                       date is not the last day of the calendar
                                       month, then the Expiration Date shall be
                                       extended to the last day of the calendar
                                       month in which the Term expires.



V.    RENT:

      A.  MINIMUM RENT
          (INCLUDING ELECTRICITY
          FACTOR):                     (i) One Hundred Thirty Two thousand and
                                       00/100 ($132,000.00) Dollars per annum
                                       ($11,000.00 per month) for the period
                                       commencing on the Commencement Date and
                                       ending on the day immediately preceding
                                       the third (3rd) anniversary of the
                                       Commencement Date; and

                                       (ii) One Hundred Forty Thousand Eight
                                       Hundred and 00/100 ($140,800.00) Dollars
                                       per annum ($11,733.33 per month) for the
                                       period commencing on the third (3rd)
                                       anniversary of the Commencement Date and
                                       ending on the Expiration Date.
      B.  MINIMUM RENT
          ABATEMENT PERIOD:            The second (2nd), third (3rd), fourth
                                       (4th), thirteenth (13th) and fourteenth
                                       (14th) full calendar months of the Term.

      C.  LANDLORD'S ADDRESS FOR
          PAYMENT OF RENT:             c/o RFR Realty, LLC
                                       400 Park Avenue - 15th floor
                                       New York, New York 10022


      D.  ELECTRICITY FACTOR:          $13,200.00 per annum

      E.  TENANT'S PROPORTIONATE
          SHARE:                       2.93%

      F.  BASE TAX AMOUNT:             The Taxes (as defined in Article 28) for
                                       the New York City fiscal tax year
                                       commencing on July 1, 2003 through June
                                       30, 2004.

      G.  BASE SECURITY YEAR:          The calendar year 2004.

      H.  BASE INSURANCE YEAR:         The calendar year 2004.

      I.  OPERATING ESCALATION:        Fixed 2.5% per annum increase in Minimum
                                       Rent.

      J.  SECURITY DEPOSIT:            $33,000.00



                                       ii
<PAGE>
      K.  LANDLORD'S WORK:             As described on Schedule B annexed hereto
                                       and made a part hereof.

      L.  TENANT UPGRADES:             $7,194.00 payable by Tenant upon
                                       execution of this Lease.



VI.   PERMITTED USES:
                                       General and executive offices.



VII.  BROKERS:

      A.  LANDLORD'S BROKER:           RFR Realty, LLC

      B.  TENANT'S BROKER:             Paul Rhodes-Williamson Picket Gross, Inc.




The summary of lease information set forth above and any addendum and/or
exhibits) and/or schedule(s) ("Riders") attached to this Lease are incorporated
into and made a part of the following Lease. Notwithstanding anything to the
contrary contained in this Lease, Articles 1 through 39 shall control the rights
and obligations of the parties hereto except that the provisions of any Riders
shall supersede any inconsistent provisions in Articles 1 through 39, as the
case may be.

























                                       iii
<PAGE>
                                TABLE OF CONTENTS

1.    BASIC LEASE TERMS......................................................  1
      A.  Premises; Rent ....................................................  1
      B.  Commencement Notice................................................  1
      C.  Rent Credit .......................................................  2
2.    USE AND OCCUPANCY......................................................  2
      A.  Permitted Uses ....................................................  2
      B.  Use Prohibitions ..................................................  2
3.    ALTERATIONS............................................................  2
      A.  Defined Terms .....................................................  2
      B.  Alterations Within Premises .......................................  3
      C.  Landlord's Supervisory Fee ........................................  4
      D.  Required Submissions; Permits......................................  4
      E.  Completion of Alterations..........................................  6
      F.  Liens..............................................................  6
      G.  Miscellaneous Conditions...........................................  7
      H.  Removal of Alterations.............................................  8
4.    REPAIRS - FLOOR LOAD ..................................................  9
5.    WINDOW CLEANING .......................................................  9
6.    REQUIREMENTS OF LAW ................................................... 10
7.    SUBORDINATION ......................................................... 10
      A.  Subordination ..................................................... 10
      B.  Attornment ........................................................ 11
8.    RULES AND REGULATIONS ................................................. 11
9.    INSURANCE.............................................................. 11
      A.  Tenant's Insurance ................................................ 11
      B.  Tenant's Other Insurance .......................................... 12
      C.  Waiver of Subrogation ............................................. 12
10.   DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE................... 13
      A.  Repair of Damage .................................................. 13
      B.  Landlord's Termination Option ..................................... 13
      C.  Repair Delays ..................................................... 13
      D.  Provision Controlling ............................................. 13
      E.  Property Loss or Damage ........................................... 13
11.   CONDEMNATION........................................................... 14
      A.  Condemnation ...................................................... 14
      B.  Award ............................................................. 15
12.   ASSIGNMENT AND SUBLETTING.............................................. 15
      A.  Prohibition Without Consent ....................................... 15
      B.  Notice of Proposed Transfer ....................................... 15
      C.  Landlord's Takeback Options ....................................... 15
      D.  Effect of Termination by Landlord ................................. 16
      E.  Takeback by Landlord .............................................. 16
      F.  Effect of Takeback or Termination ................................. 17
      G.  Conditions for Landlord's Approval ................................ 17
      H.  Future Requests ................................................... 19
      I.  Sublease Provisions ............................................... 19
      J.  Profits From Assignment or Subletting ............................. 19



                                       iv
<PAGE>
      K.  Other Transfers ................................................... 20
      L.  Related Corporation ............................................... 20
      M.  Assumption by Assignee ............................................ 20
      N.  Liability of Tenant ............................................... 21
      O.  Listings .......................................................... 21
      P.  Exclusive Broker .................................................. 21
      Q.  Re-entry by Landlord .............................................. 21
13.   CONDITION OF PREMISES ................................................. 22
14.   ACCESS TO PREMISES .................................................... 22
15.   CERTIFICATE OF OCCUPANCY .............................................. 23
16.   LANDLORD'S LIABILITY .................................................. 23
17.   DEFAULT ............................................................... 24
      A.  Events of Default ................................................. 24
      B.  Effect of Bankruptcy............................................... 25
      C.  Conditional Limitation ............................................ 25
      D.  Repeated Defaults ................................................. 25
      E.  Landlord's Rights ................................................. 25
18.   REMEDIES AND DAMAGES .................................................. 25
      A.  Landlord's Remedies ............................................... 25
      B.  Damages............................................................ 26
      C.  Legal Fees......................................................... 27
19.   FEES AND EXPENSES...................................................... 28
      A.  Curing Tenant's Defaults .......................................... 28
      B.  Late Charges ...................................................... 28
20.   NO REPRESENTATIONS BY LANDLORD ........................................ 29
21.   END OF TERM............................................................ 29
      A.  Surrender of Premises ............................................. 29
      B.  Holdover By Tenant ................................................ 29
22.   QUIET ENJOYMENT ....................................................... 30
23.   FAILURE TO GIVE POSSESSION............................................. 30
24.   NO WAIVER ............................................................. 30
25.   WAIVER OF TRIAL BY JURY ............................................... 31
26.   INABILITY TO PERFORM .................................................. 31
27.   BILLS AND NOTICES ..................................................... 31
28.   ESCALATIONS ........................................................... 32
      A.  Defined Terms ..................................................... 32
      B.  Escalation......................................................... 33
      C.  Payment of Escalations............................................. 33
      D.  Adjustments ....................................................... 35
      E.  Operating Cost Increase ........................................... 36
      F.  Capital Improvements .............................................. 36
29.   SERVICES............................................................... 36
      A.  Elevator .......................................................... 36
      B.  HVAC .............................................................. 36
      C.  After Hours and Additional Services ............................... 37
      D.  Cleaning .......................................................... 38
      E.  Trash Removal...................................................... 38
      F.  Sprinkler System .................................................. 39
      G.  Water ............................................................. 39
      H.  Electricity Service................................................ 39


                                        v
<PAGE>

      I.  Energy Conservation................................................ 42
      J.  Interruption of Services .......................................... 43
30.   PARTNERSHIP TENANT..................................................... 43
      A.  Partnership Tenants ............................................... 43
      B.  Limited Liability Entities ........................................ 43
31.   VAULT SPACE ........................................................... 44
32.   SECURITY DEPOSIT....................................................... 44
      A.  Deposit of Security ............................................... 44
      B.  Letter of Credit .................................................. 44
      C.  Application of Security Deposit ................................... 45
33.   CAPTIONS............................................................... 45
34.   ADDITIONAL DEFINITIONS................................................. 45
35.   PARTIES BOUND ......................................................... 46
36.   BROKER ................................................................ 46
37.   INDEMNITY ............................................................. 47
38.   ADJACENT EXCAVATION; SHORING .......................................... 47
39.   MISCELLANEOUS ......................................................... 47
      A.  No Offer .......................................................... 47
      B.  Signatories ....................................................... 47
      C.  Certificates ...................................................... 48
      D.  Directory Listings ................................................ 48
      E.  Authority ......................................................... 48
      F.  Signage............................................................ 48
      G.  Consents and Approvals ............................................ 49
      H.  Rent Control ...................................................... 49
      I.  Right to Relocate.................................................. 49
      J.  Access to Premises................................................. 50
      K.  Confidentiality ................................................... 50










                                       vi
<PAGE>
      AGREEMENT OF LEASE, made between 104 WEST 40th STREET PARTNERS, LLC, as
landlord, and BRIDGELINE SOFTWARE, INC., a Delaware corporation, as tenant.

                                   WITNESSETH:

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

1.    BASIC LEASE TERMS.

      A.  Premises: Rent. Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord the Premises in the Building for the Term, to commence on
the Commencement Date and to end on the Expiration Date, both dates inclusive,
unless the Term shall sooner end pursuant to any of the terms, covenants or
conditions of this Lease or pursuant to law at the Minimum Rent, which Tenant
agrees to pay in lawful money of the United States which shall be legal tender
in payment of all debts and dues, public and private, at the time of payment, in
equal monthly installments, in advance, commencing on the Commencement Date and
on the first (1st) day of each calendar month thereafter during the Term (except
as hereinafter otherwise provided), at Landlord's Address for Payment of Rent or
such other place as Landlord may designate, without any set-off, offset,
abatement or deduction whatsoever, except that Tenant shall pay the first
monthly installment on the execution hereof. If the Commencement Date shall
occur on a date other than the first (1st) day of any calendar month, Tenant
shall pay to Landlord, on the first (1st) day of the month next succeeding the
month during which the Commencement Date shall occur, an amount equal to such
proportion of an equal monthly installment of Minimum Rent as the number of days
from and including the Commencement Date bears to the total number of days in.
said calendar month. Such payment, together with the sum paid by Tenant upon the
execution of this Lease, shall constitute payment of the Minimum Rent for. the
period from the Commencement Date to and including the last day of the next
succeeding calendar month. In the event that, on the Commencement Date, or
thereafter, Tenant shall be in default in the payment of Rent to Landlord
pursuant to the terms of another lease of space in the Building with Landlord or
with Landlord's predecessor-in-interest, Landlord may, at Landlord's option and
without notice to Tenant, add the amount of such arrearages to any monthly
installment of the Rent and the same shall be payable to Landlord as additional
rent hereunder.

      B.  Commencement Notice.

          (i) Landlord shall fix the Commencement Date in a notice to Tenant
given not sooner than five (5) days next following the date of the giving of
such notice, which notice shall state that Landlord has, or on or prior to the
commencement date fixed in said notice shall have, substantially completed
Landlord's Work. After the determination of the Commencement Date, and at
Landlord's request, prior to delivery of possession of the Premises to Tenant,
Tenant agrees, upon demand of Landlord, to execute, acknowledge and deliver to
Landlord an instrument, in form satisfactory to Landlord, setting forth the
Commencement Date and the Expiration Date.

          (ii) Notwithstanding anything contained herein to the contrary, and
provided that this Lease shall have been executed by Tenant and delivered to
Landlord together the first month's rent and the Security Deposit on or before
December 1, 2003, in the event that the Commencement Date has not occurred by
April 1, 2004, Tenant shall have the option to terminate this Lease upon thirty
(30) days' written notice to Landlord; provided, however, that in the event
Landlord delivers possession of the Premises to Tenant and the Commencement Date
occurs within such thirty (30) day period, Tenant's termination of this Lease
shall be null and void.


                                        1
<PAGE>
      C.  Rent Credit. Notwithstanding anything to the contrary hereinabove set
forth, provided Tenant is not in default under this Lease, Tenant shall be
entitled to a credit against the Minimum Rent exclusive of the Electrici Factor
(the "MINIMUM RENT ABATEMENT") for the second (2nd), third (3rd), fourth (4th),
thirteenth (13th) and fourteenth (14th) full calendar months of the Term. It is
understood and agreed that the Minimum Rent Abatement is given by Landlord in
consideration of Tenant's paying when due all rents under this Lease, and
otherwise complying with the terms hereof, and that in the event of any default
by Tenant under this Lease which results in the early termination hereof, (i)
the entire Minimum Rent Abatement given pursuant to this Subsection C, (ii) any
fee, commission or other compensation paid by Landlord to any broker or finder
in connection with this Lease, and (iii) the costs incurred by Landlord in
performing Landlord's Work shall, in addition to any other claims which Landlord
may have hereunder by reason of such default, become immediately due and payable
to Landlord as additional rent under this Lease.

2.    USE AND OCCUPANCY.

      A.  Permitted Uses. Tenant shall use and occupy the Premises for the
Permitted Uses, and for no other purpose.

      B.  Use Prohibitions. Tenant hereby represents, warrants and agrees that
Tenant's business is not and shall not be photographic, multilith or multigraph
reproductions or offset printing. Anything contained herein to the contrary
notwithstanding, Tenant shall not use the Premises or. any part thereof, or
permit the Premises or any part thereof to be used, (i) for the business of
photographic, multilith or multigraph reproductions or offset printing, (ii) for
a banking, trust company, depository, guarantee or safe deposit business, (iii)
as a savings bank, a savings and loan association or a loan company, (iv) for
the sale of travelers checks, money orders, drafts, foreign exchange or letters
of credit or for the receipt of money for transmission, (v) as a "retail" stock
broker's or dealer's office which shall be open to the general public (except
pursuant to prior appointment), (vi) as a restaurant or bar or for the sale of
confectionery, soda, beverages, sandwiches, ice cream or baked goods or for the
preparation, dispensing or consumption of food or beverages in any manner
whatsoever, (vii) as a news or cigar stand, (viii) as an employment agency,
labor union office, physician's or dentist's office or for the rendition of any
other diagnostic or therapeutic services, dance or music studio, school (except
for, the training of employees of Tenant), (ix) as a barber shop, beauty salon
or manicure shop, (x) for the retail sale of any goods or products, (xi) for a
public stenographer or typist, (xii) for a telephone or telegraph agency,
telephone or secretarial service for the public at large, (xiii) for a messenger
service for the public at large, (xiv) gambling or gaming activities, obscene or
pornographic purposes or any sort of commercial sex establishment, (xv) for the
possession, storage, manufacture or sale of alcohol, drugs or narcotics, (xvi)
for the conduct of a public auction, (xvii) for the offices or business of any
federal, state or municipal agency or any agency of any foreign government, or
(xviii) for any use that would cause the Premises to be deemed a place of public
accommodation under the Americans with Disabilities Act of 1990. Nothing in this
Subsection B shall preclude Tenant from using any part of the Premises for
photographic, multilith or multigraph reproductions in connection with, either
directly or indirectly, its own business and/or activities.

3.    ALTERATIONS.

      A.  Defined Terms. The following terms shall have the meanings
hereinafter set forth used throughout this Lease, Exhibits, Schedules and Riders
(if any).

                                        2
<PAGE>
          (i) "ALTERATIONS" shall mean and include all installations, changes,
alterations, restorations, renovations, decorations, replacements, additions,
improvements and betterments made in or to the Premises or the Building.

          (ii) "BUILDING SYSTEMS" shall mean the mechanical, gas, electrical,
sanitary, heating, air-conditioning, ventilating, elevator, plumbing,
life-safety and other service systems of the Building.

          (iii) "DECORATIVE ALTERATIONS" shall mean Alterations which do not
require the issuance of a building permit or any other governmental
authorization and which are purely decorative in nature (i.e., painting, the
installation or removal of carpeting or wall coverings and the installation or
relocation of modular office partitions).

          (iv) "LEGAL REQUIREMENTS" shall mean and include all laws orders,
ordinances, directions, notices, rules and regulations of the federal government
and of any state, county, city, borough and municipality, and of any division,
agency, subdivision, bureau, office, commission, board, authority and department
thereof, and of any public officer or official and of any quasi-governmental
officials and authorities, and of any insurance boards, having jurisdiction over
the Real Property, the Building and/or the Premises.

          (v) "NON-STRUCTURAL ALTERATIONS" shall mean non-structural,
non-mechanical and non-electrical Alterations.

          (vi) "Permits" shall mean all governmental permits, approvals,
licenses, authorizations, waivers, consents and certificates which may be
required in connection with the performance of any Alterations.

      B.  Alterations Within Premises.

          (i) Except as expressly provided to the contrary herein, Tenant shall
make no Alterations in or to the Premises, including removal of partitions,
doors, electrical installations, plumbing installations, water coolers, heating,
ventilating and air conditioning or cooling systems, units or parts thereof or
other apparatus of like or other nature, whether structural or non-structural,
without landlord's prior written consent, which consent Landlord agrees not to
unreasonably withhold or unduly delay with respect to Non-Structural Alterations
that are made entirely within the Premises and which do not (i) affect the
structure of the Building or any Building Systems outside (or serving parts of
the Building outside) the Premises, or (ii) violate, create a condition which
violates, or require Landlord to perform any work or incur any expense to ensure
compliance with, any Legal Requirements (it being agreed that, in all other
instances, Landlord may withhold its consent in Landlord's sole and absolute
discretion), and then only by contractors or mechanics approved in writing by
Landlord (which approval Landlord agrees not to unreasonably withhold or unduly
delay with respect to contractors or mechanics performing Non Structural
Alterations). Notwithstanding anything to the contrary contained in this
Subsection B, Tenant shall have the right, on not less than ten (10) days' prior
written notice to Landlord, but without being required to obtain Landlord's
consent, to perform Decorative Alterations in or to the Premises, provided that:
(y) Tenant shall comply with all applicable Legal Requirements and all of the
other applicable requirements governing Alterations set forth in this Lease, and
(z) such Decorative Alterations shall be performed only by contractors or
mechanics approved in writing by Landlord (which approval Landlord agrees not to
unreasonably withhold or unduly delay with respect to contractors or mechanics
performing such Decorative' Alterations). Landlord expressly reserves the right
to exclude from the Building any person, firm or corporation attempting to
perform any Alterations or act as construction contractor or manager without
Landlord's prior written consent, which consent shall not be unreasonably
withheld or

                                        3
<PAGE>
delayed, except with respect to contractors performing structural, mechanical or
electrical work with respect to which Landlord may withhold its consent in its
sole discretion.

          (ii) It shall be Tenant's responsibility and obligation to ensure that
all Alterations: (1) shall be made at Tenant's own cost and expense and at such
times and in such manner as Landlord may from time to time designate (including
reasonable rules governing Alterations as Landlord may from time to time make),
(2) shall comply with all Legal Requirements (including New York City Local Laws
No. 5 of 1973, No. 16 of 1984 and No. 58 of 1988, each as amended from time to
time, and all Legal Requirements then in effect relating to asbestos and to
access for the handicapped or disabled), (3) shall be made promptly and in a
good and workmanlike manner using materials substantially similar in quality to
the standard generally used in the Building or higher quality materials, and (4)
shall not affect the appearance of the Building outside of the Premises or be
visible from the exterior of the Building, it being landlord's intention to keep
the exterior appearance of the Building reasonably uniform (and, in pursuance
thereof, Landlord shall have the right to approve the appearance of all such
Alterations, including ceiling heights, blinds, lighting, signs and other
decorations which are visible from the exterior of the Building or the Premises,
which approval shall not be unreasonably withheld, provided that the exterior
appearance of such Alterations shall comply with all Legal Requirements and be
consistent with Landlord's intention to maintain a uniform exterior appearance
of the Building).

      C.  Landlord's Supervisory Fee. Tenant agrees to pay to Landlord as a
supervisory fee an amount equal to seven (7%) percent of the cost of any
Alterations to be performed by Tenant (other than Decorative Alterations) in
each instance. Such supervisory fee shall be paid by Tenant to Landlord prior to
the commencement of any such Alterations, based on the estimated cost of such
Alterations, and upon the completion of such Alterations, Tenant shall pay to
Landlord the difference, if any, between (i) seven (7%) percent of the actual
cost of such Alterations, and (ii) the amount previously paid as the estimated
supervisory fee prior to the commencement of such Alterations. In addition,
within ten (10) days after being billed therefor, Tenant shall reimburse
Landlord, as additional rent, for any reasonable out-of-pocket expenses to third
parties reasonably incurred by Landlord in connection with any Alterations
performed by Tenant.

      D.  Required Submissions; Permits.

          (i) Prior to commencing the performance of any Alterations (other than
Decorative Alterations), Tenant shall furnish to Landlord:

              (1) Plans and specifications prepared by a licensed architect or
engineer engaged by Tenant, at the sole cost and expense of Tenant, in
sufficient detail to be accepted for filing by the New York City Building
Department (or any successor or other governmental agency serving a similar
function) of such proposed Alterations (the "PLANS AND SPECIFICATIONS"), and in
accordance with the requirements set forth on Schedule C-1 annexed hereto and
made a part hereof. Tenant shall not commence the performance thereof unless and
until Landlord has given written consent to the Plans and Specifications (which
consent, subject to the provisions of Subparagraph B(i) above, shall not be
unreasonably withheld with respect to Plans and Specifications for
Non-Structural Alterations). Landlord's approval of the Plans and Specifications
shall be evidenced by written endorsement by an authorized representative of
Landlord to that effect on two (2) sets of the Plans and Specifications, one (1)
set to be retained by Landlord and the other to be returned to Tenant. If
Landlord shall disapprove the Plans and Specifications, then Tenant shall in
good faith promptly proceed to amend the Plans and Specifications to satisfy
Landlord's objections and shall resubmit such amended Plans and Specifications
to Landlord for approval.

                                        4
<PAGE>
              (2) A certificate evidencing that Tenant (or Tenant's contractors)
has (have) procured and paid for worker's compensation insurance covering all
persons employed in connection with the work, who might assert claims for death
or bodily injury against Landlord, Tenant, the Real Property and/or the Building
as set forth in Schedule D, and such additional personal injury and property
damage insurance (over and above the insurance required to be carried by Tenant
pursuant to the provisions of Article 9), builder's risk, fire and other
casualty insurance as Landlord may reasonably require in connection with the
Alterations.

              (3) If the work to be undertaken is of such, a nature that it
requires the approval of any Mortgagee (as defined in Article 7) or Lessor (as
defined in Article 7), such approval shall be obtained at Tenant's cost and
expense and Landlord hereby agrees, at Tenant's request but at no cost or
expense to Landlord, to use reasonable efforts to cooperate with Tenant with
respect to Tenant's obtaining such approval; if the work requires expenditures
by Tenant in excess of $50,000.00 (exclusive of the cost of Decorative
Alterations), a surety company performance bond in form and substance
satisfactory to Landlord (procured at Tenant's cost and expense), issued by a
surety company reasonably acceptable to Landlord, or other security reasonably
satisfactory to Landlord, in an amount equal to at least 125% of the estimated
cost of such Alterations, guaranteeing to Landlord and any Mortgagee and/or
Lessor the completion thereof and payment therefor within a reasonable time,
free and clear of all liens, encumbrances, chattel mortgages, security
interests, conditional bills of sale and other charges, and in accordance with
the plans and specifications approved by Landlord, and such other security as
may be satisfactory to Landlord in its sole judgment.

              (4) Such permits, authorizations or consents as may be required by
any applicable Legal Requirements, all of which shall be obtained at Tenant's
cost and expense, provided, however, that no plans, specifications or
applications shall be filed by Tenant with any governmental authority without
Tenant first obtaining Landlord's written consent thereto.

              (5) A written letter of authorization, in form reasonably
satisfactory to Landlord, signed by all architects, engineers, surveyors and
designers to become involved in such Alterations, which shall confirm that, if
Tenant shall abandon performance of any such Alterations, any of their
respective drawings or plans are to be removed from any filing with governmental
authorities on the request of Landlord.

          (ii) Landlord's engineer, at Tenant's expense, will design, in
accordance with the Plans and Specifications, all engineering work required for
air-conditioning, duct, distribution, electric, sprinklers and ventilation. In
the event Tenant shall require engineering services for any structural work
(which work has been previously approved by Landlord) or as a result of changes
in the Plans and Specifications, layout or Tenant's requirements for occupancy,
or for any other purposes which require additional engineering services, such
engineering services shall be performed by Landlord's engineer only, and Tenant
shall reimburse Landlord within ten (10) days of receipt of a statement for the
reasonable cost of such engineering services.

          (iii) Upon Landlord's approval of the Plans and Specifications, Tenant
shall cause the Plans and Specifications (including mechanical plans and
specifications) to be filed with the governmental agencies having jurisdiction
thereof, in order to obtain, and shall obtain all Permits which may be required
in connection with the, performance of such Alterations. All of the Plans and
Specifications shall be filed by, and all Permits which are required shall be
obtained by, Landlord's expediter, at Tenant's sole cost and expense. Landlord
shall with reasonable promptness sign the applications for such Permits prepared
by Tenant which require Landlord's signature and Tenant shall

                                        5
<PAGE>
indemnify and hold Landlord harmless against any claim, cost, liability or
expense resulting from any error, omission or other impropriety or deficiency in
any such application.

          (iv) Tenant hereby agrees that it shall afford Landlord and/or any
affiliate of Landlord the opportunity to submit a bid as general contractor or
subcontractor, as the case may be, for any Alterations.

      E.  Completion of Alterations.

          (i) Tenant, at Tenant's sole cost and expense, shall complete all
Alterations in accordance with the provisions of this Article 3 and this Lease.
Alterations shall be deemed completed at such time as (a) all certifications,
approvals, licenses and permits with respect to such Alterations that may be
required to evidence compliance with all Legal Requirements have been obtained
and delivered to Landlord, and (b) Tenant shall (1) furnish evidence
satisfactory to Landlord that all Alterations have been completed and paid for
in full and that any and all liens therefor that have been, or might be filed
have been discharged of record or waived and that no security interests relating
thereto are outstanding, (2) pay Landlord for the cost of any work performed by
Landlord on Tenant's behalf in connection with such Alterations, (3) except as
to Decorative Alterations, furnish Landlord with one (1) set of sepia mylar
transparent reproducible "as built" drawings of the Premises together with four
(4) sets of prints of the same, and the same in CADD format, (4) except as to
Decorative Alterations, furnish an affidavit in the form recommended by the
American Institute of Architects from Tenant's registered architect certifying
that the Alterations have been performed in accordance with the Plans and
Specifications as approved by Landlord. Tenant shall indemnify and save harmless
Landlord and its agents from and against any and all claims, actions,
liabilities and obligations arising from any work in connection with, or other
matters related to, the Alterations.

          (ii) Tenant shall keep accurate and complete cost records of all
Alterations performed by Tenant, and shall furnish to Landlord true copies
thereof and/or of all contracts entered into and work orders issued by Tenant in
connection therewith within thirty (30) days following completion of the
Alterations. Landlord's review of, and/or any failure by Landlord to object to,
any such contract or work order shall not: (a) be construed as an approval by
landlord of such contract or work order or the contents thereof, (b) impose any
liability on Landlord in connection therewith, or (c) relieve Tenant of any
obligation of Tenant with respect to such Alterations or the Premises as
otherwise set forth in this Lease.

      F.  Liens.

          (i) In no event shall any material or equipment be incorporated in or
affixed to the Premises in connection with any Alterations which is subject to
any lien, encumbrances, chattel mortgage, security interest, charge of any kind
whatsoever, or is subject to any conditional sale or other similar or dissimilar
title retention agreement.

          (ii) Tenant shall not create or permit to be created any lien,
encumbrance or charge (levied on account of any taxes or any mechanic's,
laborer's or materialman's lien, conditional sale, title retention agreement or
otherwise) which might be or become a lien, encumbrance or charge upon the Real
Property or Building or any part thereof or the income therefrom, and Tenant
shall not suffer any other matter or thing whereby the estate, rights and
interest of Landlord in the Real Property or Building or any part thereof might
be impaired. Tenant shall take all steps necessary under local laws to prevent
the imposition of such a lien, encumbrance or charge on the Real Property or
Building.

                                        6
<PAGE>
          (iii) If any lien, encumbrance or charge referred to in this
Subsection F shall at any time be filed against the Real Property or Building or
any part thereof, then Tenant, within twenty (20) days after Tenant shall have
received notice of the filing thereof and at Tenant's cost and expense, shall
cause the same to be discharged of record by bonding or otherwise, and Tenant
shall indemnify Landlord against and defend and hold Landlord harmless from all
costs, expenses, liabilities, losses, fines and penalties, including reasonable
attorneys' fees and disbursements, resulting therefrom. If Tenant shall fail to
cause such lien to be discharged within the aforesaid period, then, in addition
to any other right or remedy, Landlord may discharge the same either by paying
the amount claimed to be due or by procuring the discharge of such lien by
deposit or by bonding proceedings, and in any such event Landlord shall be
entitled, if Landlord so elects, to compel the prosecution of an action for the
foreclosure of such lien by the lienor and to pay the amount of the judgment in
favor of the lienor with interest, costs and allowances. Any amount so paid by
Landlord and all costs and expenses incurred by Landlord in connection
therewith, together with interest thereon at, the Interest Rate (as defined in
Article 19), shall constitute additional rent payable by Tenant under this
Lease, which additional rent shall be paid by Tenant to Landlord within ten (10)
days following delivery of a bill therefor to Tenant.

      G.  Miscellaneous Conditions.

          (i) Tenant shall not at any time, either directly or indirectly, use
any contractors or labor or materials in the Premises if the use of such
contractors or labor or materials would create any work stoppage, picketing,
labor disruption or any other difficulty with other contractors or labor engaged
by Tenant or Landlord or others in the construction, maintenance or operation of
the Building or any part thereof. Tenant shall immediately stop any work or
other activity if Landlord shall notify Tenant that continuing such work or
activity would violate the provisions of the immediately preceding sentence.

          (ii) Landlord shall not be liable for any failure or diminution of any
Building Systems or services, or for any damage to Tenant's property or the
property of any other person, caused by Alterations made by Tenant,
notwithstanding Landlord's consent thereto or to the plans and specifications
therefor. Tenant shall promptly correct any faulty or improper Alteration made
by Tenant and shall repair any and all damage caused thereby. Upon Tenant's
failure to promptly make such corrections and repairs, Landlord may make such
corrections and repairs and charge Tenant for the cost thereof and any such
charge shall be deemed additional rent, and shall be paid by Tenant to Landlord
within ten (10) days following delivery of a bill therefor to Tenant. The review
and/or approval by Landlord, its agents, consultants and/or contractors, of any
Alterations or of Plans and Specifications therefor and the coordination of the
performance of such Alterations with the Building, are solely for the benefit of
Landlord, and neither Landlord nor any of its agents, consultants or contractors
shall have any duty toward Tenant; nor shall Landlord or any of its agents,
consultants and/or contractors be deemed to have made any representation or
warranty to Tenant, or have any liability, with respect to the safety, adequacy,
correctness, efficiency or compliance with Legal Requirements of my plans and
specifications, Alterations or any other matter relating thereto.

          (iii) All Alterations to be performed by Tenant shall be done in a
manner which will not interfere with or disturb other tenants and occupants, of
the Building nor delay or impose any additional expense on Landlord in the
maintenance, cleaning, repair, safety, management and security of the Building
or the Building Systems or in the performance of any improvements in the
Building. Landlord shall have the right to inspect the performance of the
Alterations at any time to verify compliance by Tenant with the provisions of
this Lease.

          (iv) Landlord shall permit Tenant's contractors and suppliers to move
construction materials, supplies and equipment for the Alterations to the
Premises and to remove construction waste

                                        7
<PAGE>
and debris therefrom, by an elevator to be designated by Landlord at times
appointed by Landlord after normal business hours or on other than business
days, giving effect to other previously made appointments. Tenant's contractors
and suppliers shall pay Landlord's then established charges for the use of such
elevator as additional rent. Such elevator use shall be subject to reasonable
scheduling and supervision by Landlord. Tenant shall, and shall cause its
contractors and suppliers to, comply with Landlord's rules and regulations, and
Landlord's directions for the coordination and control of construction
activities in the Building and the protection and security of the Building and
its systems and occupants.

          (v) If Tenant shall fail to comply with any provision of this Article
3 (beyond notice and the expiration of any applicable cure period), Landlord, in
addition to any other remedy herein provided, may require Tenant to immediately
cease all work being performed in the Building by or on behalf of Tenant, and
Landlord may deny access to the Premises to any person performing work or
supplying materials in the Premises.

          (vi) Tenant shall make any and all modifications and additions and
replacements to the existing sprinkler and alarm systems within or serving the
Premises as may be necessitated by any Alterations.

          (vii) All Alterations shall be subject to the provisions of Schedule
C-2 annexed hereto and made a part hereof, as well as such other reasonable
rules and regulations as Landlord may promulgate.

          H.  Removal of Alterations.

          (i) All movable property, furniture, furnishings and trade fixtures
furnished by or at the expense of Tenant, other than those affixed to the
Premises so that they cannot be removed without damage and other than those
replacing an item theretofore furnished and paid for by Landlord or for which
Tenant has received a credit or allowance, shall remain the property of Tenant,
and may be removed by Tenant from time to time prior to the expiration of the
Term. All Alterations made by Tenant, including all paneling, decorations,
partitions, railings, mezzanine floors, galleries and the like, which are
affixed to the Premises, shall become the property of Landlord and shall be
surrendered with the Premises at the end of the Term, provided, however, that
Landlord may elect to require Tenant to remove, prior to the expiration or
earlier termination of the Term, at Tenant's expense, any Alterations.
Notwithstanding the foregoing, Tenant shall not be required to remove any
Alterations which are approved by Landlord in accordance with this Article 3,
except that Tenant acknowledges that Tenant shall be obligated to remove, prior
to the expiration or earlier termination of the Term, at Tenant's expense, any
Alterations made by Tenant consisting of raised floors, vaults, internal
staircases, pneumatic tubes, vertical and horizontal transportation systems, and
any other installations which would cost more to remove than ordinary office
installations.

          (ii) In any case where Tenant removes any property or Alterations in
accordance with Subsection H(i) or otherwise, Tenant shall immediately repair
all damage caused by said removal and shall restore the Premises to good order
and condition at Tenant's expense, and if Tenant fails to do so, Landlord may do
so at Tenant's cost and Tenant shall reimburse Landlord therefor within ten (10)
days of rendition of a bill therefor. Upon failure of Tenant to remove any such
property or Alterations, Landlord may, at Tenant's expense: (a) remove all such
property and Alterations which Landlord may require Tenant to remove pursuant to
Subsection H(i), (b) cause the same to be placed in storage, and (c) repair any
damage caused by said removal and restore the Premises to good order and
condition. Tenant

                                        8
<PAGE>
shall reimburse Landlord for all of the aforesaid expenses within ten (10) days
of rendition of a bill therefor.

          (iii) Notwithstanding anything to the contrary contained in, this
Subsection H, any items of property or Alterations not removed by Tenant may, at
the election of Landlord, be deemed to have been abandoned by Tenant, and
Landlord may retain and dispose of said items without any liability to Tenant
and without accounting to Tenant for the proceeds thereof.

          (iv) The provisions of this Subsection H shall survive the expiration
or sooner termination of the Term, whereupon any and all monetary obligations of
Tenant pursuant thereto shall be deemed damages recoverable by Landlord.

4.    REPAIRS - FLOOR LOAD. Landlord shall maintain and repair the public
portions of the Building, both exterior and interior. Tenant shall, throughout
the Term, take good care of the Premises and the fixtures and appurtenances
therein and at Tenant's sole cost and expense, make all nonstructural repairs
thereto as and when needed to preserve them in good working order and condition,
reasonable wear and tear and damage for which Tenant is not responsible under
the terms of this Lease excepted. Tenant shall pay Landlord for all replacements
to the lamps, tubes, ballasts and starters in the lighting fixtures installed in
the Premises within ten (10) days after rendition of a bill therefor.
Notwithstanding the foregoing, all damage or injury to the Premises or to any
other part of the Building, or to its fixtures, equipment and appurtenances,
whether requiring structural or nonstructural repairs, caused by or resulting
from carelessness, omission, neglect or improper conduct of or Alterations made
by Tenant or any of Tenant's servants, employees, invitees or licensees, shall
be repaired promptly by Tenant, at its sole cost and expense, to the
satisfaction of Landlord. Tenant also shall repair all damage to the Building
and the Premises caused by the moving of Tenant's fixtures, furniture or
equipment. All the aforesaid repairs shall be of quality and class equal to the
original work or construction and shall be made in accordance with the
provisions of Article 3 hereof. If Tenant fails after ten (10) days' notice to
proceed with due diligence to make repairs required to be made by Tenant
hereunder, the same may be made by Landlord, at the expense of Tenant, and the
expenses thereof incurred by Landlord shall be collectible by Landlord as
additional rent within ten (10) days after rendition of a bill or statement
therefor. Tenant shall give Landlord prompt notice of any defective condition in
any plumbing, electrical, air-cooling or heating system located in, servicing or
passing through the Premises. Tenant shall not place a load upon any floor of
the Premises exceeding the floor load per square foot area which such floor was
designed to carry and which is allowed by law. Landlord reserves the right to
prescribe the weight and position of all safes, business machines and heavy
equipment and installations. Business machines and mechanical equipment shall
be, placed and maintained by Tenant at Tenant's expense in settings sufficient
in Landlord's judgment to absorb and prevent vibration, noise and annoyance.
Except as expressly provided in Article 10 hereof, there shall be no allowance
to Tenant for a diminution of rental value and no liability on the part of
Landlord by reason of inconvenience, annoyance or injury to business arising
from Landlord, Tenant or others making, or failing to make, any repairs,
alterations, additions or improvements in or to any portion of the Building, or
the Premises, or in or to fixtures, appurtenances, or equipment thereof. If the
Premises be or become infested with vermin, Tenant, at Tenant's expense, shall
cause the same to be exterminated from time to time to the satisfaction of
Landlord and shall employ such exterminators and such exterminating company or
companies as shall be approved by Landlord. The water and wash closets and other
plumbing fixtures shall not be used for any purposes other than those for which
they were designed or constructed, and no sweepings, rubbish, rags, acids or
other substances shall be deposited therein.

5.    WINDOW CLEANING. Tenant shall not clean, nor require, permit, suffer or
allow any window in the Premises to be cleaned, from the outside in violation of
Section 202 of the Labor Law, or

                                        9
<PAGE>
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.

6.    REQUIREMENTS OF LAW. Tenant, at its sole expense, shall comply with all
Legal Requirements which shall now or hereafter impose any violation, order or
duty upon Landlord or Tenant with respect to the Premises as a result of the
use, occupation or alteration thereof by Tenant. Tenant shall not do or permit
to be done any act or thing upon the Premises which will invalidate or be in
conflict with any insurance policies covering the Building and fixtures and
property therein; and shall not do, or permit anything to be done in or upon the
Premises, or bring or keep anything therein, except as now or hereafter
permitted by the New York City Fire Department, New York Board of Fire
Underwriters, New York Fire Insurance Rating Organization or other authority
having jurisdiction and then only in such quantity and manner of storage as not
to increase the rate for fire insurance applicable to the Building, or use the
Premises in a manner which shall increase the We of fire insurance on the
Building or on property located therein, over that in similar type buildings or
in effect prior to this Lease. Any work or installations made or performed by or
on behalf of Tenant or any person claiming through or under Tenant pursuant to
this Article shall be made in, conformity with, and subject to the provisions
of, Article 3 hereof. If by reason of Tenant's failure to comply with the
provisions of this Article, the fire insurance rate shall at the beginning of
this Lease or at any time thereafter be higher than it otherwise would be, then
Tenant shall reimburse Landlord, as additional rent hereunder, for that part of
all fire insurance premiums thereafter paid by Landlord which shall have been
charged because of such failure of use by Tenant, and shall make such
reimbursement upon the first day of the month following such outlay by Landlord.
In any action or proceeding wherein Landlord and Tenant are parties, a schedule
or "make up" of rates for the Building or the Premises issued by the New York
Fire Insurance Rating Organization, or other body fixing such fire insurance
rates, shall be conclusive evidence of the facts therein stated and of the
several items and charges in the fire insurance rates then applicable to the
Premises.

7.    SUBORDINATION.

      A.  Subordination. This Lease is subject and subordinate to each and every
ground or underlying lease of the Real Property or the Building heretofore or
hereafter made by Landlord (collectively the "SUPERIOR LEASES") and to each and
every trust indenture and mortgage (collectively the "MORTGAGES") which may now
or hereafter affect the Real Property, the Building or any such Superior Lease
and the leasehold interest created thereby, and to all renewals, extensions,
supplements, amendments, modifications, consolidations, and replacements thereof
or thereto, substitutions therefor and advances made thereunder. This clause
shall be self-operative and no further instrument of subordination shall be
required to make the interest of any lessor under a Superior Lease (a "Lessor"),
or trustee or mortgagee of a Mortgage (a "MORTGAGEE") superior to the interest
of Tenant hereunder. In confirmation of such subordination, however, Tenant
shall execute promptly any certificate that Landlord may request and Tenant
hereby irrevocably constitutes and appoints Landlord as Tenant's
attorney-in-fact to execute any such certificate or certificates for and on
behalf of Tenant. If the date of expiration of any Superior Lease shall be the
same day as the Expiration Date, the Term shall end and expire twelve (12) hours
prior to the expiration of the Superior Lease. Tenant covenants and agrees that,
except as expressly provided herein, Tenant shall not do anything that would
constitute a default under any Superior Lease or Mortgage, or omit to do
anything that Tenant is obligated to do under the terms of this Lease so as to
cause Landlord to be in default under any of the foregoing. If, in connection
with the financing of the Real Property, the Building or the interest of the
lessee under any Superior Lease, any lending institution shall request
reasonable modifications of this Lease that do not materially increase the
obligations or materially and adversely affect the rights of Tenant under this
Lease, Tenant covenants to make such modifications.

                                       10
<PAGE>
          B.  Attornment. If at any time prior to the expiration of the Term,
any Mortgage shall be foreclosed or any Superior Lease shall terminate or be
terminated for any reason, Tenant agrees, at the election and upon demand of any
owner of the Real Property or the Building, or the lessor under any such
Superior Lease, or of any mortgagee in possession of the Real Property or the
Building, to attorn, from time to time, to any such owner, lessor or mortgagee,
upon the then executory terms and conditions of this Lease, for the remainder of
the term originally demised in this Lease, provided that such owner, lessor or
mortgagee, as the case may be, or receiver caused to be appointed by any of the
foregoing, shall not then be entitled to possession of the Premises. The
provisions of this Subsection B shall inure to the benefit of any such owner,
lessor or mortgagee, shall apply notwithstanding that, as a matter of law, this
Lease may terminate upon the termination of any such Superior Lease, and shall
be self-operative upon any such demand, and no further instrument shall be
required to give effect to said provisions. Tenant, however, upon demand of any
such owner, lessor or mortgagee, agrees to execute, from time to time,
instruments in confirmation of the foregoing provisions of this Subsection B,
satisfactory to any such owner, lessor or mortgagee, acknowledging such
attornment and setting forth the terns and conditions of its tenancy. Nothing
contained in this Subsection B shall be construed to impair any right otherwise
exercisable by any such owner, lessor or mortgagee.

8.    RULES AND REGULATIONS.  Tenant and Tenant's servants, employees, agents,
visitors, and licensees shall observe faithfully, and comply strictly with, the
Rules and Regulations annexed hereto and made a part hereof as Schedule A and
such other and further reasonable Rules and Regulations as Landlord or
Landlord's agents may from time to time adopt (collectively, the "RULES AND
REGULATIONS") on such notice to be given as Landlord may elect. In case Tenant
disputes the reasonableness of any additional Rule or Regulation hereafter made
or adopted by Landlord or Landlord's agents, the parties hereto agree to submit
the question of the reasonableness of such Rule or Regulation for decision to
the Chairman of the Board of Directors of the Management Division of The Real
Estate Board of New York, Inc., or to such impartial person or persons as he may
designate, whose determination shall be final and conclusive upon the parties
hereto. The right to dispute the reasonableness of any additional Rule or
Regulation upon Tenant's part shall be deemed waived unless the same shall be
asserted by service of a notice in writing upon Landlord within ten (10) days
after receipt by Tenant of written notice of the adoption of any such additional
Rule or Regulation. Nothing in this Lease contained shall be construed to impose
upon Landlord any duty or obligation to enforce the Rules and Regulations or
terms, covenants or conditions in any other lease, against any other tenant and
Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its servants, employees, agents, visitors or licensees; provided,
however, that Landlord agrees that it shall not enforce the Rules and
Regulations against Tenant in a discriminatory manner.

9.    INSURANCE.

      A.  Tenant's Insurance. Tenant shall obtain at its own expense and keep in
fu11 force and effect from the date of full execution and delivery of this Lease
tough the Expiration Date, a policy of commercial general liability and property
damage insurance including broad form contractual liability coverage under which
Tenant is named as the insured, and Landlord (and each member thereof in the
event Landlord is a partnership or joint venture), RFR Realty LLC (and any other
mortgagee or interested parties from time to time designated by RFR Realty LLC),
are named as additional insureds, as their interests may appear. Such policy
shall contain (i) a provision that no act or omission of Tenant shall affect or
limit the obligation of the insurance company to pay the amount of any loss
sustained, (ii) a waiver of subrogation against Landlord or a consent to a
waiver of right of recovery against Landlord, and (iii) an agreement by the
insurer that it will not make any claim against or seek to recover from Landlord
for any loss, damage or claim whether or not covered under such policy. Such
policy shall also contain a provision that the insurance company will not cancel
or refuse to renew the policy, or change in any

                                       11
<PAGE>
material way the nature or extent of the coverage provided by such policy,
without first giving Landlord at least thirty (30) days' written notice by
certified mail, return receipt requested, which notice shall contain the policy
number and the names of the insureds and policy holder. The minimum limits of
liability shall be a combined single limit with respect to each occurrence in an
amount of not less than $2,000,000 for injury (or death) and damage to property
or such greater amount as Landlord may, from time to time, reasonably require.
Tenant shall provide to Landlord upon execution of this Lease and at least
thirty (30) days prior to the termination of any existing policy, a certificate
evidencing the effectiveness of the insurance policies required to be maintained
hereunder, and Tenant shall provide Landlord with a complete copy of any such
policy upon written request of Landlord. Tenant shall have no right to obtain
any of the insurance required hereunder pursuant to a blanket policy covering
other properties unless the blanket policy contains an endorsement that names
Landlord, Landlord's managing agent and/or designees specified by Landlord from
time to time, as additional insureds, references the Premises, and guarantees a
minimum limit available for the Premises equal to the amount of insurance
required to be maintained hereunder. Each policy required hereunder shall
contain a clause that the policy and the coverage evidenced thereby shall be
primary with respect to any policies carried by Landlord, and that any coverage
carried by Landlord shall be excess insurance. The limits of the insurance
required under this Article 9 shall not limit the liability of Tenant under this
Lease. All insurance required to be carried by Tenant pursuant to the terms of
this Lease shall be effected under valid and enforceable policies issued by
reputable and independent insurers permitted to do business in the State of New
York, and rated in Best's Insurance Guide, or any successor thereto (or if there
be, none, an organization having a national reputation) as having a general
policyholder rating of "A" and a financial rating of at least "13". In the event
that Tenant fails to continuously maintain insurance as required by this Article
9, Landlord may, at its option and without relieving Tenant of any obligation
hereunder, order such insurance and pay for the same at the expense of Tenant.
In such event, Tenant shall repay the amount expended by Landlord, with interest
thereon, immediately upon Landlord's written demand therefor.

      B.  Tenant's Other Insurance.  Tenant shall also maintain at its own
expense during the Term a policy against fire and other casualty on Tenant's
construction within the Premises and Tenant property and improvements, including
without limitation, all furniture, fixtures, personal property and inventory
located in the Premises on an "all-risk" form sufficient to provide 100%
replacement value of such personal property, which policy shall otherwise comply
with the provisions of Subsections A and C of this Article 9. Tenant shall also
maintain at its own expense during the Term a policy of workers' compensation
insurance providing statutory benefits for Tenant's employees and employer's
liability.

      C.  Waiver of Subrogation. The parties hereto shall procure an appropriate
clause in, or endorsement on, any fire or extended coverage property insurance
covering the Premises and the Building, as well as personal property, fixtures
and equipment located thereon or therein, pursuant to which the insurance
companies waive subrogation or consent to a waiver of right of recovery, and
having obtained such clauses or endorsements of waiver of subrogation or consent
to a waiver of right of recovery, will not make any claim against or seek to
recover from the other for any loss or damage to its property or the property of
others resulting from fire or other hazards covered by such fire and extended
coverage insurance, provided, however that the release, discharge, exoneration
and covenant not to sue herein contained shall be limited by and be coextensive
with the terms and provisions of the waiver of subrogation clause or
endorsements or clauses or endorsements consenting to a waiver of right of
recovery. If the payment of an additional premium is required for the inclusion
of such waiver of subrogation provision, each party shall advise the other of
the amount of any such additional premiums and the other party at its own
election may, but shall not be obligated to, pay the same. If such other party
shall not elect to pay such additional premium, the first party shall not be
required to obtain such waiver of subrogation provision. Tenant acknowledges
that Landlord will not carry insurance on and shall not be

                                       12
<PAGE>
responsible for damage to, Tenant's fixtures, furnishings, equipment or other
property or effects, and that Landlord shall not carry insurance against, or be
responsible for any loss suffered by Tenant due to, interruption of Tenant's
business.

10.   DESTRUCTION OF THE PREMISES; PROPERTY LOSS OR DAMAGE.

      A.  Repair of Damage. If the Premises shall be damaged by fire or other
casualty, the damages shall be repaired by and at the expense of Landlord
promptly following notice thereof by Tenant and the Rent until such repairs
shall be made shall be reduced in the proportion which the area of the part of
the Premises which is not usable by Tenant bears to the total area of the
Premises; provided, however, should Tenant reoccupy a portion of the Premises
for the conduct of its business prior to the date such repairs are made, the
Rent shall be reinstated with respect to such reoccupied portion of the Premises
and shall be payable by Tenant from the date of such occupancy. Landlord shall
have no obligation to repair any damage to, or to replace, any fixtures,
furniture, furnishings, equipment or other property or effects of Tenant.

      B.  Landlord's Termination Option. Anything in Subsection A of this
Article 10 to the contrary notwithstanding, if the Premises are totally damaged
or are rendered wholly untenantable, and if Landlord shall decide not to restore
the Premises, or if the Building shall be so damaged by fire, or other casualty
that, in Landlord's opinion, either substantial alteration, demolition or
reconstruction of the Building shall be required (whether or not the Premises
shall have been damaged or rendered untenantable) or the Building, after its
repair, alteration or restoration shall not be economically viable as an office
building, then in any of such events, Landlord, at Landlord's option, may, not
later than ninety (90) days following the damage, give Tenant a notice in
writing terminating this Lease. If Landlord elects to terminate this Lease, the
Term shall expire upon the tenth (10th) day after such notice is given, and
Tenant shall vacate the Premises and surrender the same to Landlord. If Tenant
shall not be in default under this Lease, then upon the termination of this
Lease under the conditions provided for in the next preceding sentence, Tenant's
liability for Rent shall cease as of the day following such damage.

      C.  Repair Delays. Landlord shall not be liable for reasonable delays
which may arise by reason of adjustment of fire insurance on the part of
Landlord and/or Tenant, and for reasonable delays on account of labor troubles
or any other cause beyond Landlord's control.

      D.  Provision Controlling. The parties agree that this Article 10
constitutes an express agreement governing any case of damage or destruction of
the Premises or the Building by fire or other casualty, and that Section 227 of
the Real Property Law of the State of New York, which, provides for such
contingency in, the absence of an express agreement, and any other law of like
import now or hereafter in force shall have no application in any such case.

      E.  Property Loss or Damage. Any Building employee to whom any property
shall be entrusted by or on behalf of Tenant shall be deemed to be acting as
Tenant's agent with respect to such property and neither Landlord nor its agents
shall be liable for any damage to property of Tenant or of others entrusted to
employees of the Building, nor for the loss of or damage to any property of
Tenant by theft or otherwise. Neither Landlord nor its agents shall be liable
for any injury or damage to persons or property or interruption of Tenant's
business resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain or snow or leaks from any part of the Building or from
the pipes, appliances or plumbing works or from the roof, street or subsurface
or from any other place or by dampness or by any other cause of whatsoever
nature; nor shall Landlord or its agents be liable for any such damage caused by
other tenants or persons in the Building or caused by construction of any
private, public or quasi-public work; nor shall Landlord be liable for any
latent defect in the Premises or in the Building.

                                       13
<PAGE>
Anything in this Article 10 to the contrary notwithstanding, nothing in this
Lease shall be construed to relieve Landlord from responsibility directly to
Tenant for any loss or damage caused directly to Tenant wholly or in part by the
gross negligence or willful misconduct of Landlord. Nothing in the foregoing
sentence shall affect any right of Landlord to the indemnity from Tenant to
which Landlord may be entitled under Article 37 hereof in order to recoup for
payments made to compensate for losses of third parties. If at any time any
windows of the Premises arc temporarily closed, darkened or bricked-up for any
reason whatsoever including, but not limited to, Landlord's own acts, or any of
such windows are permanently closed, darkened or bricked-up if required by law
or related to any construction upon property adjacent to the Real Property by
Landlord or others, Landlord shall not be liable for any damage Tenant may
sustain thereby and Tenant shall not be entitled to any compensation therefor
nor abatement of Rent nor shall the same release Tenant from its obligations
hereunder nor constitute an eviction. Tenant shall give immediate notice to
Landlord in case of fire or accident in the Premises or in the Building. Tenant
shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter
or fixtures into or out of the Building without Landlord's prior consent and
payment to Landlord of Landlord's costs in connection therewith. If such safe,
machinery, equipment, freight, bulky matter or fixtures requires special
handling, Tenant agrees to employ only persons holding a Master Rigger's License
to do said work, and that all work in connection therewith shall comply with the
Administrative Code of the City of New York and all other laws and regulations
applicable thereto, and shall be done during such hours as Landlord may
designate and, notwithstanding said consent of Landlord, Tenant shall indemnify
Landlord for, and hold Landlord harmless and free from, damages sustained by
persons or property and for any damages or monies paid out by Landlord in
settlement of any claims or judgments, as well as for all expenses and
attorneys' fees incurred in connection therewith and all costs incurred in
repairing any damage to the Building or appurtenances.

11.   CONDEMNATION.

      A. Condemnation. If the whole of the Real Property, the Building or the
Premises shall be acquired or condemned for any public or quasi-public use or
purpose, this Lease and the Term shall end as of the date of the vesting of
title with the same effect as if said date were the Expiration Date. If only a
part of the Real Property shall be so acquired or condemned then, (i) except as
hereinafter provided in this Subsection A, this Lease and the Term shall
continue in force and effect but, if a part of the Premises is included in the
part of the Real Property so acquired or condemned, from and after the date of
the vesting of title, the Rent shall be reduced in the proportion which the area
of the part of the Premises so acquired or condemned bears to the total area of
the Premises immediately prior to such acquisition or condemnation; (ii) whether
or not the Premises shall be affected thereby, Landlord, at Landlord's option,
may give to Tenant, within sixty (60) days next following the date upon which
Landlord shall have received notice of vesting of title, a five (5) days' notice
of termination of this Lease; and (iii) if the part of the Real Property so
acquired or condemned shall contain more than thirty (30%) percent of the total
area of the Premises immediately prior to such acquisition or condemnation, or
if, by reason of such acquisition or condemnation, Tenant no longer has
reasonable means of access to the Premises, Tenant, at Tenant's option, may give
to Landlord, within sixty (60) days next following the date upon which Tenant
shall have received notice of vesting of title, a five (5) days' notice of
termination of this Lease. If any such five (5) days' notice of termination is
given by Landlord or Tenant this Lease and the Term shall come to an end and
expire upon the expiration of said five (5) days with the same effect as if the
date of expiration of said five (5) days were the Expiration Date. If a part of
the Premises shall be so acquired or condemned and this Lease and the Term shall
not be terminated pursuant to the foregoing provisions of this Subsection,
Landlord, at Landlord's expense, shall restore that part of the Premises not so
acquired or condemned to a self-contained rental unit. In the event of any
termination of this Lease and the Term pursuant to the provisions of this
Subsection A, the Rent shall be apportioned as of the date of sooner

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<PAGE>
termination and any prepaid portion of Rent for any period after such date shall
be refunded by Landlord to Tenant.

      B.  Award. In the event of any such acquisition or condemnation of all or
any part of the Real Property, Landlord shall be entitled to receive the entire
award for any such acquisition or condemnation, Tenant shall have no claim
against Landlord or the condemning authority for the value of any unexpired
portion of the Term and Tenant hereby expressly assigns to Landlord all of its
right in and to any such award. Nothing contained in this Subsection B shall be
deemed to prevent Tenant from making a claim in any condemnation proceedings for
the then value of any furniture, furnishings and fixtures installed by and at
the sole expense of Tenant and included in such taking, provided that such
award shall not reduce the amount of the award otherwise payable to Landlord.


12.   ASSIGNMENT AND SUBLETTING.

      A.  Prohibition Without Consent. Tenant, for itself, its heirs,
distributees, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage, pledge,
encumber or otherwise transfer this Lease, nor underlet, nor suffer, nor permit
the Premises or any part thereof to be used or occupied by others (whether for
desk space, mailing privileges or otherwise), without the prior written consent
of Landlord in each instance. If this Lease be assigned, or if the Premises or
any part thereof be underlet or occupied by anybody other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee, undertenant or
occupant, and apply the net amount collected to the Rent herein reserved, but no
assignment, underletting, occupancy or collection shall be deemed a waiver of
the provisions hereof, the acceptance of the assignee, undertenant or occupant
as tenant; or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Landlord to an
assignment or underletting shall not in any way be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or underletting. In no event shall any permitted sublessee assign or
encumber its sublease or further sublet all or any portion of its sublet space,
or otherwise suffer or permit the sublet space or any part thereof to be used or
occupied by others, without Landlord's prior written consent in each instance.
Any assignment, sublease, mortgage, pledge, encumbrance or transfer in
contravention of the provisions of this Article 12 shall be void.

      B.  Notice of Proposed Transfer. If Tenant shall at any time or times
during the Term desire to assign this Lease or sublet all or part of the
Premises, Tenant shall give notice thereof to Landlord, which notice shall be
accompanied by (i) a conformed or photostatic, copy of the proposed assignment
or sublease, the effective or commencement date of which shall be not less than
sixty, (60) nor more than one hundred and eighty (180) days after the giving of
such notice, (ii) a statement setting forth in reasonable detail the identity of
the proposed assignee or subtenant, the nature of its business and its proposed
use of the Premises, (iii) current financial information with respect to the
proposed assignee or subtenant, including, without limitation, its most recent
financial report, (iv) an agreement by Tenant to indemnify Landlord against
liability resulting from any claims that may be made against Landlord by the
proposed assignee or sublessee or by any brokers or other persons claiming a
commission or similar compensation in connection with the proposed assignment or
sublease, and (v) in the case of a sublease, such additional information related
to the proposed subtenant as Landlord shall reasonably request, if any.

      C.  Landlord's Takeback Options. The notice containing all of the
information set forth in Subsection B of this Article 12 shall be deemed an
offer from Tenant to Landlord whereby Landlord (or Landlord's designee) may, at
its option, (a) sublease such space (hereinafter called the "Leaseback Space")
from Tenant upon the terms and conditions hereinafter set forth (if the
proposed transaction is a sublease of all or part of the Premises), or (b)
terminate this Lease (if the proposed transaction is an

                                       15
<PAGE>
assignment or a sublease of all or substantially all of the Premises). Said
options may be exercised by Landlord by notice to Tenant at any time within
sixty (60) days after the aforesaid notice has been given by Tenant to Landlord;
and during such sixty (60) day period Tenant shall not assign this Lease nor
sublet such space to any person or entity.

      D.  Effect of Termination by Landlord. If Landlord exercises its option to
terminate this Lease in the case where Tenant desires either to assign this
Lease or sublet all or substantially all of the Premises, then this Lease shall
end and expire on the date that such assignment or sublet was to be effective or
commence, as the case may be, and the Minimum Rent and additional rent due
hereunder shall be paid and apportioned to such date. Furthermore, if Landlord
exercises its option to terminate this Lease pursuant to Subsection C of this
Article 12, Landlord shall be free to and shall have no liability to Tenant if
Landlord should lease the Premises (or any part thereof) to Tenant's prospective
assignee or subtenant.

      E.  Takeback by Landlord. If Landlord exercises its option to sublet the
Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall
be at the lower of (a) the rental rate per rentable square foot of Rent and
additional rent then payable pursuant to this Lease, or (b) the rentals set
forth in the proposed sublease, and shall be for the same term as that of the
proposed subletting, and such sublease:

          (i) shall be expressly subject to all of the covenants, agreements,
terms, provisions and conditions of this Lease except such as are irrelevant or
inapplicable, and except as otherwise expressly set forth to the contrary in
this Article 12;

          (ii) shall be upon the same terms and conditions as those contained in
the proposed sublease, except such as are irrelevant or inapplicable and except
as otherwise expressly set forth to the contrary in this Article 12;

          (iii) shall give the sublessee the unqualified unrestricted right,
without Tenant's permission, to assign such sublease or any interest therein
and/or to sublet the space covered by such sublease or any part or parts of such
space and to make any and all changes, alterations and improvements in the space
covered by such sublease, and if the proposed sublease will result in all or
substantially all of the Premises being sublet, grant Landlord or its designee
the option to extend the term of such sublease for the balance of the term of
this Lease less one (1) day;

          (iv) shall provide that any assignee or further subtenant of Landlord
or its designee, may, at the election of Landlord, be permitted to make
alterations, decorations and installations in such space or any part thereof and
shall also provide in substance that any such alterations, decorations and
installations in such space therein made by any assignee or subtenant of
Landlord or its designee may be removed, in whole or in part, by such assignee
or subtenant, at its option, prior to or upon the expiration or other
termination of such sublease provided that such assignee or subtenant, at its
expense, shall repair any damage and injury to such space so sublet caused by
such removal; and

          (v) shall also provide that (a) the parties to such sublease expressly
negate any intention that any estate created under such sublease be merged with
any other estate held by either of said parties, (b) any assignment or
subletting by Landlord or its designee (as the subtenant) may be for any purpose
or purposes that Landlord, in Landlord's uncontrolled discretion, shall deem
suitable or appropriate, (c) Tenant, at Tenant's expense, shall and will at all
times provide and permit reasonably appropriate means of ingress to and egress
from such space so sublet by Tenant to Landlord or its designee, (d) Landlord,
at Tenant's expense, may make such alterations as may be required or deemed

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<PAGE>
necessary by Landlord to physically separate the subleased space from the
balance of the Premises and to comply with any legal or insurance requirements
relating to such separation, and (e) that at the expiration of the term of such
sublease, Tenant will accept the space covered by such sublease in its then
existing condition, subject to the obligations of the sublessee to make such
repairs thereto as may be necessary to preserve the premises demised by such
sublease in good order and condition.

      F.  Effect of Takeback or Termination. If Landlord exercises its option to
sublet the Leaseback Space, (i) Landlord shall indemnify and save Tenant
harmless from all obligations under this Lease as to the Leaseback Space during
the period of time it is so sublet to Landlord; (ii) performance by Landlord, or
its designee, under a sublease of the Leaseback Space shall be deemed
performance by Tenant of any similar obligation. under this Lease and any
default under any such sublease shall not give rise to a default under a similar
obligation contained in this Lease nor shall Tenant be liable for any default
under this Lease or deemed to. be in default hereunder if such default is
occasioned by or arises from any act or omission of the tenant under such
sublease or is occasioned by or arises from any act or omission of any occupant
holding under or pursuant to any such sublease; and (iii) Tenant shall have no
obligation, at the expiration or earlier termination of the Term, to remove any
alteration, installation or improvement made in the Leaseback Space by Landlord
(or its designee).

      G.  Conditions for Landlord's Approval. In the event Landlord does not
exercise either option provided to it pursuant to Subsection C of this Article
12 and provided that Tenant is not in default of any of Tenant's obligations
under this Lease (after notice and the expiration of any applicable grace
period) as of the time of Landlord's consent, and as of the effective date of
the proposed assignment or commencement date of the proposed sublease,
Landlord's consent (which must be in writing and form reasonably satisfactory to
Landlord) to the proposed assignment or sublease shall not be unreasonably
withheld or delayed, provided and upon condition that:

          (i) Tenant shall have complied with the provisions of Subsection B of
this Article 12 and Landlord shall not have exercised any of its options under
Subsection C of this Article 12 within the time permitted therefor;

          (ii) In Landlord's reasonable judgment the proposed assignee or
subtenant is engaged in a business or activity, and the Premises, or the
relevant part thereof, will be used in a manner, which (a) is in keeping with
the then standards of the Building, (b) is limited to the use of the Premises as
general and executive offices, and (c) will not violate any negative covenant as
to use contained in any other lease of office space in the Building;

          (iii) 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;

          (iv) Neither (a) the proposed assignee or sublessee nor (b) any person
which, directly or indirectly, controls, is controlled by or is under common
control with, the proposed assignee or sublessee, is then an occupant of any
part of the Building;

          (v) The proposed assignee or sublessee is not a person with whom
Landlord is or has been, within the preceding six (6) month period, negotiating
to lease space in the Building;

          (vi) The form of the proposed sublease or instrument of assignment (a)
shall be in form reasonably satisfactory to Landlord, and, without limitation,
(I) shall not provide for a rental or other payment for the use, occupancy or
utilization of the space demised thereby based in whole or in part on

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<PAGE>
the income or profits derived by any person from the property so leased, used,
occupied or utilized other than an amount based on a fixed percentage or
percentages of gross receipts or sales, and (II) shall provide that no person
having an interest in the possession, use, occupancy or utilization of the space
demised thereby shall enter into any lease, sublease, license, concession or
other agreement for use, occupancy or utilization of such space which provides
for a rental or other payment for such use, occupancy or utilization based in
whole or in part on the income or profits derived by any person from the
property so leased, used, occupied or utilized other than an amount based on a
fixed percentage or percentages of gross receipts or sales, and that any such.
purported lease, sublease, concession or other agreement shall be absolutely
void and ineffective AB INITIO, and (b) shall comply with the applicable
provisions of this Article 12;

          (vii) There shall not be more than two (2) subtenants (including
Landlord or its designee) of the Premises;

          (viii) The amount of the aggregate rent to be paid by the proposed
subtenant is not less than the then current market rent per rentable square foot
for the Premises as though the Premises were vacant, and the rental and other
terms and conditions of the sublease are the same as those contained in the
proposed sublease furnished to landlord pursuant to Subsection B of this Article
12;

          (ix) Within five (5) days after receipt of a bill therefor, Tenant
shall reimburse Landlord for the reasonable costs that may be incurred by
Landlord in connection with said assignment or sublease, including without
limitation, the costs of making investigations as to the acceptability of the
proposed assignee or subtenant, and reasonable legal costs incurred by Landlord
in connection with the granting of any requested consent;

          (x) Tenant shall not have (a) advertised or publicized in any way the
availability of the Premises without prior notice to and approval by Landlord,
nor shall any advertisement state the name (as distinguished from the address)
of the Building or the proposed rental, (b) listed the Premises for subletting
or assignment, with a broker, agent or representative other than the then
managing agent of the Building or other agent designated by Landlord;

          (xi) The proposed occupancy shall not, in Landlord's opinion, increase
the office cleaning requirements or the Building's operating or other expenses
or impose an extra burden upon services to be supplied by Landlord to Tenant;

          (xii) The proposed assignee or subtenant or its business shall not be
subject to compliance with Legal Requirements beyond those which are applicable
to the named Tenant herein; and

          (xiii) The proposed subtenant or assignee shall not be entitled,
directly or indirectly, to diplomatic or sovereign immunity and shall be subject
to the service of process in, and the jurisdiction of the courts of New York
State.

      Except for any subletting by Tenant to Landlord or its designee pursuant
to the provisions of this Article 12, each subletting pursuant to this
Subsection shall be subject to all of the covenants, agreements, terms,
provisions and conditions contained in this Lease. Notwithstanding any such
subletting to Landlord or any such subletting to any other subtenant and/or
acceptance of Rent or additional rent by Landlord from any subtenant, Tenant
shall and will remain fully liable for the payment of the Rent and additional
rent due and to become due hereunder and for the performance of all the
covenants, agreements, terms, provisions and conditions contained in this Lease
on the part of Tenant to be performed and all acts and omissions of my licensee
or subtenant or anyone claiming under or through

                                       18
<PAGE>
any subtenant which shall be in violation of any of the obligations of this
Lease shall be deemed to be a violation by Tenant. Tenant further agrees that
notwithstanding any such subletting, no or and further subletting of the
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 12. If Landlord shall decline to give its consent to any proposed
assignment or sublease, or if Landlord shall exercise either of its options
under Subsection C of this Article 12, Tenant shall indemnify, defend and hold
harmless Landlord against and from any and all loss, liability, damages, costs,
and expenses (including reasonable counsel fees) resulting from any claims that
may be made against Landlord by the proposed assignee or sublessee or by any
brokers or other persons claiming a commission or similar compensation in
connection with the proposed assignment or sublease.

      H.  Future Requests. In the event that (i) Landlord fails to exercise
either of its options under Subsection C of this Article 12 and consents to a
proposed assignment or sublease, and (ii) Tenant fails to execute and deliver
the assignment or sublease to which Landlord consented within ninety (90) days
after the giving of such consent, then, Tenant shall again comply with all of
the provisions and conditions of Subsection B of this Article 12 before
assigning this Lease or subletting all or part of the Premises.

      I.  Sublease Provisions. With respect to each and every sublease or
subletting authorized by Landlord under the provisions of this Lease, it is
further agreed that:

          (i) No subletting shall be for a term ending later than one (1) day
prior to the Expiration Date of this Lease;

          (ii) No sublease shall be delivered, and no subtenant shall take
possession of the Premises or any part thereof, until an executed counterpart of
such sublease has been delivered to Landlord;

          (iii) Each sublease shall provide that it is subject and subordinate
to this Lease and to the matters to which this Lease is or shall be subordinate,
and that in the event of termination, re-entry or dispossession by Landlord
under this Lease Landlord may, at its option, take over all of the right, title
and interest of Tenant, as sublessor, under such sublease, and such subtenant
shall, at Landlord's option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not (a) be liable for
any previous act or omission of Tenant under such sublease, (b) be subject to
any counterclaim, offset or defense, not expressly provided in such sublease,
which theretofore accrued to such subtenant against Tenant, or (c) be bound by
any previous modification of such sublease or by any previous prepayment of more
than one (1) month's Rent. The provisions of this Article 12 shall be
self-operative and no further instrument shall be required to give effect to
this provision.

      J.  Profits From Assignment or Subletting. If Landlord shall give its
consent to any assignment of this Lease or to any sublease or if Tenant shall
enter into any other assignment or sublease permitted hereunder, Tenant shall in
consideration therefor, pay to Landlord, as additional rent:

          (i) in the case of an assignment, an amount equal to all sums and
other considerations paid to Tenant by the assignee for or by reason of such
assignment (including, but not limited to, sums paid for the sale of Tenant's
fixtures, leasehold improvements, equipment, furniture, furnishings or other
personal property, less, in the case of a sale thereof, the then net unamortized
or undepreciated cost thereof determined on the basis of Tenant's federal income
tax returns) less all expenses reasonably and actually incurred by Tenant on
account of brokerage commissions and advertising costs in connection with such
assignment; and

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<PAGE>
          (ii) in the case of a sublease, any rents, additional charges or other
consideration payable under the sublease to Tenant by the subtenant which is in
excess of the 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, but not limited to, sums
paid for the sale or rental of Tenant's fixtures, leasehold improvements,
equipment, furniture or other personal property, less, in the case of the sale
thereof, the then net unamortized or undepreciated cost thereof determined on
the basis of Tenant's federal income tax returns), less all expenses reasonably
and actually incurred by Tenant on account of brokerage commissions, advertising
costs and the cost of demising the premises so sublet in connection with such
sublease. The sums payable under this Subsection shall be paid to Landlord as
and when payable by the subtenant to Tenant.

      K.  Other Transfers.

          (i) If Tenant is a corporation other than a corporation whose stock is
listed and traded on a nationally recognized stock exchange (hereinafter
refereed to as a "public corporation") unless such stock shall be sold,
transferred or otherwise conveyed by persons deemed "insiders" within the
meaning of the Securities Exchange Act of 1934, as amended, the provisions of
Subsection A of this Article 12 shall apply to a transfer (by one or more
transfers) of a majority of the stock of Tenant as if such transfer of a
majority of the stock of Tenant were an assignment of this Lease. The provisions
of this paragraph shall apply equally to any corporation which directly or
indirectly controls Tenant; but said provisions shall not apply to transactions
with a corporation into or with which Tenant is merged or consolidated or to
which substantially all of Tenant's assets or stock are sold, transferred or
otherwise conveyed provided that in any of such events (a) the successor to
Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the greater of (1) the net worth of Tenant
immediately prior to such sale, merger, consolidation or transfer, or (2) the
net worth of Tenant herein named on the date of this Lease, and (b) proof
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.

          (ii) If Tenant is a limited liability company, partnership, limited
liability partnership or other business entity, the provisions of Subsection A
of this Article 12 shall apply to a transfer (by one or more transfers) of a
majority interest in the limited liability company, partnership, limited
liability partnership or other business entity or in any entity which directly
or indirectly controls such limited liability company, partnership, limited
liability partnership or other business entity, as if such transfer were an
assignment of this Lease.

      L.  Related Corporation. Tenant may, with Landlord's consent which shall
not be unreasonably withheld, permit any corporations or other business entities
which control, are controlled by, or are under common control with Tenant
(herein referred to as "related corporation") to sublet all or part of the
Premises for the Permitted Use, subject however to compliance with Tenant's
obligations under this Lease. Such subletting shall not be deemed to vest in any
such related corporation any right or interest in this Lease or the Premises nor
shall it relieve, release, impair or discharge any of Tenant's obligations
hereunder. For the purposes hereof, "control" shall be deemed to mean ownership
of not less than fifty (50%) percent of all of the voting stock of such
corporation or not less than fifty (50%) percent of all of the legal and
equitable interests in any other business entities.

      M.  Assumption By Assignee. Any assignment or transfer, whether made with
Landlord's consent pursuant to Subsection A of this Article 12 or without
Landlord's consent pursuant to Subsection K of this Article 12, 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
satisfactory to Landlord whereby the assignee shall assume the obligations of
this Lease on the part of Tenant to be performed or

                                       20
<PAGE>
observed and whereby the assignee shall agree that the provisions in Subsection
A of this Article 12 shall, notwithstanding such assignment or transfer,
continue to be binding upon it in respect of all future assignments and
transfers. The original named Tenant covenants that, notwithstanding any
assignment or transfer, whether or not in violation of the provisions of this
Lease, and notwithstanding the acceptance of Rent and/or additional rent by
Landlord from an assignee, transferee or any other party, the original named
Tenant shall remain fully liable for the payment of the Rent and additional rent
and for the other obligations of this Lease on the part of Tenant to be
performed or observed.

      N.  Liability of Tenant. The joint and several liability of Tenant and any
immediate or remote successor in interest of Tenant and the due performance of
the obligations of this Lease on Tenant's part to be performed or observed shall
not be discharged, released or impaired in any respect by any agreement or
stipulation made by Landlord extending the time, or modifying any of the
obligations, of this Lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this Lease.

      O.  Listings. The listing of any name other than that of Tenant, whether
on the doors of the Premises or the Building directory, or otherwise, shall not
operate to vest any right or interest in this Lease or in the Premises, nor
shall it be deemed to be the consent of Landlord to any assignment or transfer
of this Lease or to any sublease of the Premises or to the use or occupancy
thereof by others. Any such listing shall constitute a privilege extended by
Landlord, revocable at Landlord's will by notice to Tenant.

      P.  Exclusive Broker. In the event Tenant desires to sublet all or any
portion of the Premises or assign this Lease, it shall designate Landlord or the
then managing agent of the Building, at Landlord's option, as Tenant's exclusive
agent to effect such sublease or assignment and shall pay Landlord or such
managing agent, as the case may be, a reasonable brokerage commission computed
in accordance with the usual rates charged by Landlord or such managing agent.

      Q.  Re-entry by Landlord. If Landlord shall recover or come into
possession of the Premises before the date herein fixed for the termination of
this Lease, Landlord shall have the right, at its option, to take over any and
all subleases or sublettings of the Premises or any part thereof made by Tenant
and to succeed to all the rights of said subleases and sublettings or such of
them as it may elect to take over. Tenant hereby expressly assigns and transfers
to Landlord such of the subleases and sublettings as Landlord may elect to take
over at the time of such recovery of possession, such assignment and transfer
not to be effective until the termination of this Lease or re-entry by Landlord
hereunder or if Landlord shall otherwise succeed to Tenant's estate in the
Premises, at which time Tenant shall upon request of Landlord, execute,
acknowledge and deliver to Landlord such further instruments of assignment and
transfer as may be necessary to vest in Landlord the then existing subleases and
sublettings. Every subletting hereunder is subject to the condition and by its
acceptance of and entry into a sublease, each subtenant thereunder shall be
deemed conclusively to have thereby agreed from and after the termination of
this Lease or re-entry by Landlord hereunder of or if Landlord shall otherwise
succeed to Tenant's estate in the Premises, that such subtenant shall waive any
right to surrender possession or to terminate the sublease and, at Landlord's
election, such subtenant shall be bound to Landlord for the balance of the term
of such sublease and shall attorn to and recognize Landlord, as its landlord,
under all of the then executory terms of such sublease, except that Landlord
shall not (i) be liable for any previous act, omission or negligence of Tenant
under such sublease, (ii) be subject to any counterclaim, defense or offset not
expressly provided for in such sublease, which theretofore accrued to such
subtenant against Tenant, (iii) be bound by any previous modification or
amendment of such sublease or by any previous prepayment of more than one (1)
month's rent and additional rent which shall be payable as provided in the
sublease, (iv) be obligated to repair the subleased space or the Building or any
part thereof, in the event of total or substantial total damage beyond such
repair as can reasonably be accomplished from the

                                       21
<PAGE>

net proceeds of insurance actually made available to Landlord, (v) be obligated
to repair the subleased space or the Building or any part thereof, in the event
of partial condemnation beyond such repair as can reasonably be accomplished
from the net proceeds of any award actually made available to Landlord as
consequential damages allocable to the part of the subleased space or the
Building not taken, or (vi) be obligated to perform any work in the subleased
space of the Building or to prepare them for occupancy beyond Landlord's
obligations under this Lease, and the subtenant shall execute and deliver to
Landlord any instruments Landlord may reasonably request to evidence and confirm
such attornment. Each subtenant or licensee of Tenant shall be deemed
automatically upon and as a condition of occupying or using the Premises or any
part thereof, to have given a waiver of the type described in and to the extent
and upon the conditions set forth in this Article 12.

13.   CONDITION OF PREMISES. Tenant agrees to accept possession of the Premises
in the condition which shall exist on the Commencement Date "as is", except for
Landlord's Work and further agrees that Landlord shall have no other obligation,
to perform any work or make any installations in order to prepare the Premises
for Tenant's occupancy. The taking of possession of the Premises by Tenant shall
be conclusive evidence as against Tenant that, at the time such possession was
so taken, the Premises and the Building were in good and satisfactory condition
and that Landlord's Work was substantially completed. Tenant acknowledges
receipt of advice from Landlord to the effect that the Premises and other
portions of the Building may contain asbestos. Tenant expressly agrees that (i)
Landlord shall have no liability whatsoever to Tenant, or to any person or
entity claiming by, through or under Tenant, on account of or in connection with
the presence of asbestos in the Premises or the Building, and (ii) Tenant's
obligation to keep, observe and perform all of the terms, provisions, covenants
and conditions on the part of Tenant to be kept, observed and performed pursuant
to this Lease shall not be affected on account of the presence of any such
asbestos.

14.   ACCESS TO PREMISES. Tenant shall permit Landlord, Landlord's agents and
public utilities servicing the Building to erect, use and maintain, concealed
ducts, pipes and conduits in and through the Premises. Landlord or Landlord's
agents shall have the right to enter the Premises at all reasonable times to
examine the same, to show them to prospective purchasers, mortgagees or lessees
of the Building or space therein, and to make such decorations, repairs,
alterations, improvements or additions as Landlord may deem necessary or
desirable to the Premises or to any other portion of the Building or which
Landlord may elect to perform following Tenant's failure to make repairs or
perform any work which Tenant is obligated to perform under this Lease, or for
the purpose of complying with laws, regulations or other requirements of
government authorities and Landlord shall be allowed to take all material into
and upon the Premises that may be required therefor without the same
constituting an eviction or constructive eviction of Tenant in whole or in part
and the Rent shall in nowise abate while said decorations, repairs, alterations,
improvements or additions are being made, by reason of loss or interruption of
business of Tenant, or otherwise. During the one (1) year prior to the
Expiration Date or the expiration of any renewal or extended term, Landlord may
exhibit the Premises to prospective tenants thereof, upon reasonable prior
notice (which notice may be oral), during regular business hours. If, during the
last twelve (12) months of the Term, Tenant shall have removed all or
substantially all of Tenant's property therefrom, Landlord may immediately enter
and alter, renovate and redecorate the Premises, without elimination or
abatement of Rent, or incurring liability to Tenant for any compensation, and
such acts shall not be deemed an actual or constructive eviction and shall have
no effect upon this Lease. If Tenant shall not be personally present to open and
permit an entry into the Premises, at any time, when for any reason an entry
therein shall be necessary or permissible, Landlord or Landlord's agents may
enter the same by a master key, or may forcibly enter the same, without
rendering Landlord or such agents liable therefor (if during such entry Landlord
or Landlord's agents shall accord reasonable care to Tenant's property), and
without in any manner affecting the obligations and covenants of this Lease.
Nothing herein contained, however, shall be deemed or construed to impose upon
Landlord any obligation,

                                       22
<PAGE>
responsibility or liability whatsoever, for the care, supervision or repair of
the Building or any part thereof, other than as herein provided. Landlord also
shall have the right at any time, without the same constituting an actual or
constructive eviction and without incurring any liability to Tenant therefor, to
change the arrangement and/or location of entrances or passageways, doors and
doorways, and corridors, elevators, stairs, toilets or other public parts of the
Building and to change the name, number or designation by which the Building is
commonly known. In addition, Tenant understands and agrees that Landlord may
perform substantial renovation work in and to the public parts of the Building
and the mechanical and other systems serving the Building (which work may
include the replacement of the building exterior facade and window glass,
requiring access to the same from within the Premises), and that Landlord shall
incur no liability to Tenant, nor shall Tenant be entitled to any abatement of
Rent on account of any noise, vibration or other disturbance to Tenant's
business at the Premises (provided that Tenant is not denied access to said
Premises) which shall arise out of the performance by Landlord of the aforesaid
renovations of the Building. Tenant understands and agrees that all parts
(except surfaces facing the interior. of the Premises) of all walls, windows and
doors bounding the Premises (including exterior Building walls, core corridor
walls, doors and entrances), all balconies, terraces and roofs adjacent to the
Premises, all space in or adjacent to the Premises used for shafts, stacks,
stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling,
plumbing and other mechanical facilities, service closets and other Building
facilities are not part of the Premises, and Landlord shall have the use
thereof, as well as access thereto through the Premises for the purposes of
operation, maintenance, alteration and repair.

15.   CERTIFICATE OF OCCUPANCY. Tenant shall not at any time use or occupy the
Premises in violation of the certificate of occupancy issued for the Premises or
for the Building and in the event that any department of the City or State of
New York shall hereafter at any time contend and/or declare by notice,
violation, order or in any other manner whatsoever that the Premises are used
for a purpose which is a violation of such certificate of occupancy whether or
not such use shall be a Permitted Use, Tenant shall, upon five (5) days' written
notice from Landlord, immediately discontinue such use of the Premises. Failure
by Tenant to discontinue such use after such notice shall be considered a
default in the fulfillment of a covenant of this Lease and Landlord shall have
the right to terminate this Lease immediately, and in addition thereto shall
have the right to exercise any and all rights and privilages and remedies given
to. Landlord by and pursuant to the provisions of Articles 17 and 18 hereof.

16.   LANDLORD'S LIABILITY. The obligations of Landlord under this Lease shall
not be binding upon Landlord named herein after the sale, conveyance, assignment
or transfer by such Landlord (or upon any subsequent landlord after the sale,
conveyance, assignment or transfer by such subsequent landlord) of its interest
in the Building or the Real Property, as the case may be, and in the event of
any such sale, conveyance, assignment or transfer, Landlord shall be and hereby
is entirely freed and relieved of all covenants and obligations of Landlord
hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the purchaser, grantee, assignee or other transferee that such purchaser,
grantee, assignee or other transferee has assumed and agreed to carry out any
and all covenants and obligations of Landlord hereunder. Neither the
shareholders, directors or officers of Landlord, if Landlord is a corporation,
nor the partners comprising Landlord (nor any of the shareholders, directors or
officers of such partners), if Landlord is a partnership, nor any member of
Landlord, if Landlord is a limited liability company (collectively, the
"Parties"), shall be liable for the performance of Landlord's obligations under
this Lease. Tenant shall look solely to Landlord to enforce Landlord's
obligations hereunder and shall not seek any damages against any of the Parties.
The liability of Landlord for Landlord's obligations under this Lease shall not
exceed and shall be limited to Landlord's interest in the Building and the Real
Property and Tenant shall not look to any other property or assets of Landlord
or the property or assets of any of the Parties in

                                       23
<PAGE>

seeking either to enforce Landlord's obligations under this Lease or to satisfy
a judgment for Landlord's failure to perform such obligations.

17.   DEFAULT.

      A.  Events of Default. This Lease and the term and estate hereby granted
are subject to the limitations that upon the occurrence, at any time prior to or
during the Term, of any one or more of the following events (referred to as
"EVENTS OF DEFAULT"):

      (1) if Tenant shall default in the payment when due of any installment of
Rent or in the payment when due of any additional rent, and such default shall
continue for a period of five (5) days; or

      (2) if Tenant shall default in the observance or performance of any term,
covenant or condition of this Lease on Tenant's part to be observed, or
performed (other than the covenants for the payment of Rent and additional rent)
and Tenant shall fail to remedy such default within ten (10) days after notice
by Landlord to Tenant of such default, or if such default is of such a nature
that it cannot be completely remedied within said period of ten (10) days and
Tenant shall not commence within said period of ten (10) days, or shall not
thereafter diligently prosecute to completion all steps necessary to remedy such
default; or

      (3) if Tenant shall default in the observance or performance of any term,
covenantor condition on Tenant's part to be-observed or performed-under any
other lease with Landlord or Landlord's predecessor in interest of space in the
Building and such default shall continue beyond any grace period set forth in
such other lease for the remedying of such default; or

      (4) if the Premises shall become vacant, deserted or abandoned; or

      (5) if Tenant's interest in this Lease shall devolve upon or pass to any
person, whether by operation of law or otherwise, except as may be expressly
permitted under Article 12 hereof; or

      (6) if Tenant shall file a voluntary petition in bankruptcy or insolvency,
or shall be adjudicated a bankrupt or insolvent, or shall file any petition . or
answer seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or any future
federal bankruptcy act or any other present or future applicable federal; state
or other statute or law, or shall make an assignment for the benefit of
creditors or shall seek or consent to or acquiesce in the appointment of any
trustee, receiver or liquidator of Tenant or of all or any: part of Tenant's
property; or

      (7) if, within thirty (30) days after the commencement of any proceeding
against Tenant, whether by the filing of a petition or otherwise, seeking any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the presenter any future federal bankruptcy act or any
other present or future applicable federal, state or other statute or law, such
proceeding shall not have been dismissed, or if, within thirty (30) days after
the appointment of any trustee, receiver or liquidator of Tenant, or of all or
any part of Tenant's property, without the consent or acquiescence of Tenant,
such appointment shall not have been vacated or otherwise discharged, or if any
execution or attachment shall be issued against Tenant or any of Tenant's
property pursuant to which the Premises shall be taken or occupied or attempted
to be taken or occupied;

                                       24
<PAGE>

then, in any of said cases, at any time prior to or during the Term, of any one
or more of such Events of Default, Landlord, at any time thereafter, at
Landlord's option, may give to Tenant a five (5) days' notice of termination of
this Lease and, in the event such notice is given, this Lease and the Term shall
come to an end and expire (whether or not the Term shall have commenced) upon
the expiration of said five (5) days with the same effect as if the date of
expiration of said five (5) days were the Expiration Date, but Tenant shall
remain liable for damages as provided in Article 18 hereof.

      B.  Effect of Bankruptcy. If, at any time, (i) Tenant shall be comprised
of two (2) or more persons, or (ii) Tenant's obligations under this Lease shall
have been guaranteed by any person other than Tenant, or (iii) Tenant's interest
in this Lease shall have been assigned, the word "Tenant", as used in clauses
(6) and (7) of Subsection A of this Article 17, shall be deemed to mean any
one or more of the persons primarily or secondarily liable for Tenant's
obligations under this Lease. Any monies received by Landlord from or on
behalf of Tenant during the pendency of any proceeding of the types referred to
in said clauses (6) and (7) shall be deemed paid as compensation for the use and
occupation of the Premises and the acceptance of any such compensation by
Landlord shall not be deemed an acceptance of rent or a waiver on the part of
Landlord of any rights under said Subsection A.

      C.  Conditional Limitation. Nothing contained in this Article 17 shall be
deemed to require Landlord to give the notices herein provided for prior to the
commencement of a summary proceeding for non-payment of rent or a plenary action
for recovery of rent on account of any default in the payment of the same, it
being intended that such notices are for the sole purpose of creating a
conditional limitation hereunder pursuant to which this Lease shall. terminate
and if Tenant thereafter remains in possession after such termination Tenant
shall do so as a holdover tenant.

      D.  Repeated Defaults. Tenant expressly recognizes that Tenant's due and
punctual performance of all its obligations under this Lease throughout the term
hereof is of paramount importance to Landlord, and, without limiting any of the
provisions of this Lease, Tenant agrees that, if Tenant (i) shall fail to pay
for five (5) days after it becomes due an installment of Minimum Rent or any
additional rent for two (2) consecutive months or for a total of three (3)
months any period of twenty four (24) months, or (ii) shall default in the
timely performance of any other obligation of Tenant under this Lease with
respect to which Landlord shall have given Tenant notice of default; and such
default shall occur more than three (3) times in my period of twelve (12)
months, then notwithstanding that such failure or other default shall have been
cured within the applicable grace period provided in this Lease, any further
similar default shall be deemed to be deliberate and Landlord thereafter may,
without further notice of default, serve a five (5) day notice of cancellation
of this Lease as and with the effects provided in Subsection A of this Article
17.

      E.  Landlord's Rights. Tenant acknowledges and agrees that Landlord, as a
matter of Building policy, will actively pursue its legal rights under this
Article 17 and all other provisions of this Lease, irrespective of my ongoing
discussions or negotiations with Tenant as to Tenant's defaults.

18. REMEDIES AND DAMAGES.

      A.  Landlord's Remedies.

          (1) If an Event of Default shall occur and be continuing, or if this
Lease and the Term shall expire and come to an end as provided in Article 17:

              (a) Landlord and its agents and servants may immediately, or at
any time after such default or after the date upon which this Lease and the Term
shall expire and come to an end,

                                       25
<PAGE>

re-enter the Premises or any part thereof, either by summary proceedings, or by
any other applicable action or proceeding, (without being liable to indictment,
prosecution or damages therefor), and may repossess the Premises and dispossess
Tenant and any other persons from the Premises and remove any and all of their
property and effects from the Premises; and

              (b) Landlord, at Landlord's option, may relet the whole or
any part or parts of the Premises from time to time, either in the name of
Landlord or otherwise, to such tenant or tenants, for such term or terms ending
before, on or after the Expiration Date, at such rental or rentals and upon such
other conditions, which may include concessions and free rent periods, as
landlord, in its sole discretion, may determine. Landlord shall have no
obligation to relet the Premises or any part thereof and shall in no event be
liable for refusal or failure to relet the Premises or any part thereof, or, in
the event of any such reletting, for refusal or failure to collect any rent due
upon any such reletting, and no such refusal or failure shall operate to relieve
Tenant of any liability under this Lease or otherwise to affect any such
liability; Landlord, at Landlord's option, may make such repairs, replacements,
alterations, additions, improvements, decorations and other physical changes in
and to the Premises as Landlord, in its sole discretion, considers advisable or
necessary in connection with any such reletting or proposed reletting, without
relieving Tenant of any liability under this Lease or otherwise affecting any
such liability.

          (2) Tenant hereby waives the service of any notice of intention to
re-enter or to institute legal proceedings to that end which may otherwise be
required to be given under any present or future law. Tenant, on its own behalf
and on behalf of all persons claiming through or under Tenant, including
all creditors, does further hereby waive any and all rights which Tenant and
all such persons might otherwise have under. any present or future law to redeem
the Premises, or to re-enter or repossess the Premises, or to restore the
operation of this Lease, after (i) Tenant shall have been dispossessed by a
judgment or by warrant of any court or judge, or (ii) any re-entry by Landlord,
or (iii) any expiration or termination of this Lease and the Term, whether such
dispossess, re-entry, expiration or termination shall be by operation of law or
pursuant to the provisions of this Lease. In the event of a breach or threatened
breach by Tenant, or any persons claiming through or under Tenant, of any term,
covenant or condition of this Lease on Tenant's part to be observed or
performed, Landlord shall have the right to enjoin such breach and the right to
invoke any other remedy allowed by law -or in equity as. if re-entry, summary
proceedings and other special remedies were not provided in this Lease for such
breach. The right to invoke the remedies hereinbefore set forth are cumulative
and shall not preclude Landlord from invoking any other remedy allowed at law or
in equity.

      B.  Damages.

          (1) If this Lease and the Term shall expire and come to an end as
provided in Article 17, or by or under any summary proceeding or any other
action or proceeding, or if Landlord shall re-enter the Premises as provided in
Subsection A of this Article 18, or by or under any summary proceeding or any
other action or proceeding, then, in any of said events:

              (a) Tenant shall pay to Landlord all Rent, additional rent and
other charges payable under this Lease by Tenant to Landlord to the date upon
which this Lease and the Term shall have expired and come to an end or to the
date of re-entry upon the Premises by Landlord, as the case may be;

              (b) Tenant also shall be liable for and shall pay to Landlord, as
damages, any deficiency (referred to as "Deficiency") between the Rent reserved
in this Lease for the period which otherwise would have constituted the
unexpired portion of the Term and the net amount, if any, of rents

                                       26
<PAGE>

collected under any reletting effected pursuant to the provisions of Subsection
A(1) of this Article 18 for any part of such period (first deducting from the
rents collected under any such reletting all of Landlord's expenses in
connection with the termination of this Lease, or Landlord's reentry upon the
Premises and with such reletting including, but not limited to, all repossession
costs, brokerage commissions, legal expenses, attorneys fees and disbursements,
alteration costs and other expenses of preparing the Premises for such
reletting); any such Deficiency shall be paid in monthly installments by Tenant
on the days specified in this Lease for payment of installments of Rent,
Landlord shall be entitled to recover from Tenant each. monthly Deficiency as
the same shall arise, and no suit to collect the amount of the Deficiency for
any month shall prejudice Landlord's right to collect the Deficiency for any
subsequent month by a similar proceeding; and

              (c) whether or not Landlord shall have collected any monthly
Deficiencies as aforesaid, Landlord shall be entitled. to recover from Tenant,
and Tenant shall pay to landlord, on demand, in lieu of any further Deficiencies
as and for liquidated and agreed final damages, a sum equal to the amount by
which the Rent reserved in this Lease for the period which otherwise would have
constituted the unexpired portion of the Term exceeds the then "fair and
reasonable rental value of the Premises for the same period, less the aggregate
amount of Deficiencies theretofore collected by Landlord pursuant to the
provisions of Subsection B(1)(b) of this Article 18 for the same period; if,
before presentation of proof of such liquidated damages to any court, commission
or tribunal, the Premises, or any part thereof, shall have been relet by
Landlord for the period which otherwise would have constituted the unexpired
portion of the Term, or any part. thereof, the amount of rent reserved upon such
reletting shall be deemed, prima facie; to be the fair and reasonable rental
value for the part or the whole of the Premises so relet during the term of the
reletting.

      (2) If the Premises, or any part thereof, shall be relet together with
other space in the Building, the rents collected or reserved under any such
reletting and the expenses of any such reletting shall be equitably apportioned
for the. purposes of this Subsection B. Tenant shall in no event be entitled to
any rents collected or payable under any reletting, whether, or not. such rents
shall exceed the Rent reserved in this Lease Solely for the purposes of this
Article, the term "Rent" as used in Subsection B(1) of this Article 18 shall
mean the Rent in effect immediately prior to the date upon which this Lease and
the Term shall have expired and come to an end, or the date of re-entry upon the
Premises by Landlord, as the case may be, adjusted to reflect any increase or
decrease pursuant to the provisions of Article 28 hereof for the Comparison Year
(as defined in said Article 28) immediately preceding such event. Nothing
contained in Article 17 or this Article 18 shall be deemed to limit or preclude
the recovery by Landlord from Tenant of the maximum amount allowed to be
obtained as damages by any statute or rule of law, or of any sums or damages to
which Landlord may be entitled in addition to the damages set forth in
Subsection B(1) of this Article 18.

      C.  Legal Fees.

          (i) Tenant hereby agrees to pay, as additional rent, all reasonable
attorneys' fees and disbursements (and all other court costs or expenses of
legal proceedings) which Landlord may incur or pay out by reason of, or in
connection with:

              (a) any action or proceeding by Landlord to terminate this Lease;

              (b) any other action or proceeding by Landlord against Tenant
(including, but not limited to, any arbitration proceeding);

                                       27
<PAGE>

              (c) any default by Tenant in the observance or performance of any,
obligation under this lease (including, but not limited to, matters involving
payment of rent and additional rent, computation of escalations, alterations or
other Tenant's work and subletting or assignment), whether or not landlord
commences any action or proceeding against Tenant;

              (d) any action or proceeding brought by Tenant against landlord
(or any officer, partner or employee of landlord) in which Tenant fails to
secure a final unappealable judgment against Landlord; and

              (e) any other appearance by Landlord (or any officer, partner or
employee of landlord) as a witness or otherwise in any action or proceeding
whatsoever involving or affecting Landlord, Tenant or this Lease.

      (ii) Tenant's obligations under this Subsection C shall survive the
expiration of the Term hereof or any earlier termination of this Lease. This
provision is intended to supplement (and not to limit) other provisions of this
Lease pertaining to indemnities and/or attorneys' fees.

19.   FEES AND EXPENSES.

      A.  Curing Tenant's Defaults. 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, Landlord may immediately or at any time thereafter on five (5) days'
notice perform the same for the account of Tenant, and if Landlord makes any
expenditures or incurs any obligations for the payment of money in connection
therewith including, but not limited to reasonable attorneys' fees and
disbursements in instituting, prosecuting or defending any action or proceeding,
such sums paid or obligations incurred with interest and costs shall be deemed
to be additional rent hereunder and shall be paid by Tenant to Landlord within
five (5) days of rendition of any bill or statement to Tenant therefor.

      B.  Late Charges.

      (i) If any installment of Minimum Rent or any additional rent shall not be
paid within five (5) days after such installment of Minimum Rent or additional
rent shall have first become due, Tenant shall also pay to Landlord (a) an
administrative late charge in the amount of $400.00, and (b) interest thereon
from the due date until such installment of Minimum Rent or additional rent is
fully paid at the rate of one and one-half (1 1/2%) percent per month, or the
applicable maximum legal rate of interest, whichever is lower (the "Interest
Rate"). Such administrative late charge and interest charge shall be due and
payable as additional rent with the next monthly installment of Minimum Rent.

      (ii) All Rent payments, if paid more than ten (10) days after the same
shall have first become due, shall be paid by certified or bank check only.
Furthermore, in addition to all other rights and remedies available to Landlord,
in the event that Tenant makes any Rent payments more than ten (10) days after
the same shall have first become due twice during any consecutive twelve (12)
month period, Tenant shall make all further Rent payments, whether timely or
late, by certified or bank check, until such time as Landlord determines that a
regular check will be acceptable.

      (iii) If any check delivered to Landlord in full or partial payment of any
amounts due to Landlord pursuant to the terms of this Lease shall not be honored
by reason of insufficient or uncollected funds or for any other reason, then (x)
Tenant shall pay to Landlord a service charge on account thereof in the amount
of $400.00, which service charge shall be due and payable as additional

                                       28
<PAGE>

rent with the next monthly installment of Minimum Rent, and (y) all subsequent
payments of any amounts due to Landlord pursuant to the terms of this Lease for
the next twelve (12) months shall, if Landlord so requests, be made by certified
or bank check.

20.   NO REPRESENTATIONS BY LANDLORD. Landlord or Landlord's agents have made no
representations or promises with respect to the Building, the Real Property,
the Premises or Taxes (as defined in Article 28 hereof) 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 herein. All references
in this Lease to the consent or approval of Landlord shall be deemed to mean
the written consent of Landlord or the written approval of Landlord and no
consent or approval of Landlord shall be effective for any purpose unless such
consent or approval is set forth in a written instrument executed by Landlord.

21.   END OF TERM.

      A. Surrender of Premises. Upon the, expiration or other termination of the
Term, Tenant shall quit and surrender to Landlord the Premises, broom clean, in
good order and condition, ordinary wear and tear and damage for which Tenant is
not responsible under the terms of this Lease excepted, and Tenant may remove
all of its property pursuant to Article 3 hereof. Tenant's obligation to observe
or perform this covenant shall survive the expiration or sooner termination of
the Term. If the last day of the Term or any renewal thereof falls on Saturday
or Sunday this Lease shall expire' on the business day immediately preceding.
Tenant expressly waives, for itself and for any person claiming through or under
Tenant, any rights which Tenant or any such person may have under the provisions
of Section 2201 of the New York Civil Practice Law and of any successor law of
like import then in force in connection with any holdover summary proceedings
which Landlord may institute to enforce the provisions of this Article 21. In
addition, the parties recognize and agree that the damage to Landlord resulting
from any failure by Tenant to timely surrender possession of the Premises as
aforesaid will be substantial, will exceed the amount of the monthly
installments of the Rent theretofore payable hereunder, and will be impossible
to accurately measure. Tenant therefore agrees that if possession of the
Premises is not surrendered to Landlord within twenty-four (24) hours after the
Expiration Date or sooner termination of the Term, in addition to any other
rights or remedy Landlord may have hereunder or at law, Tenant shall pay to
Landlord for each month and for each portion of any month during which Tenant
holds over in the Premises after the Expiration Date or sooner termination of
this Lease, a sum equal to the greater of (i) the then fair market rental value
for the Premises as determined by Landlord, and (ii) two (2) times the aggregate
of that portion of the Rent and the additional rent which was payable under this
Lease during the last month of the Term. Nothing herein contained shall be
deemed to permit Tenant to retain possession of the Premises after the
Expiration Date or sooner termination of this Lease and no acceptance by
Landlord of payments from Tenant after the Expiration Date or sooner termination
of the Term shall be deemed to be other than on account of the amount to be paid
by Tenant in accordance with the provisions of this Article 21, which provisions
shall survive the Expiration Date or sooner termination of this Lease.

      B. Holdover by Tenant. If Tenant shall hold-over or remain in possession
of any portion of the Premises beyond the Expiration Date of this Lease,
notwithstanding the acceptance of any Rent and additional rent paid by Tenant
pursuant to Subsection A of this Article 21, Tenant shall be subject not only to
summary proceeding and all damages related thereto, but also to any damages
arising out of lost opportunities (and/or new leases) by Landlord to re-let the
Premises (or any part thereof). All damages to Landlord by reason of such
holding over by Tenant may be the subject of a separate action and need not be
asserted by Landlord in any summary proceedings against Tenant.

                                       29
<PAGE>

22.  QUIET ENJOYMENT. Landlord covenants and agrees with Tenant that upon Tenant
paying the Rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, tenant
may peaceably and quietly enjoy the Premises subject, nevertheless, to the terms
and conditions of this Lease including, but not limited to, Article 16 hereof
and to all Superior Leases and Mortgages.

23.  FAILURE TO GIVE POSSESSION. Except as otherwise expressly set forth herein,
Tenant waives any right to rescind this Lease under Section 223-a of the New
York Real Property Law or any successor statute of similar import then in force
and further waives the right to recover any damages which may result from
Landlord's failure to deliver possession of the Premises on the date set forth
herein for the commencement of the Term. If Landlord shall be unable to give
possession of the Premises on such date, and provided Tenant is not responsible
for such inability to give possession, the Rent reserved and covenanted to be
paid herein shall not commence until the possession of the Premises is given or
the Premises are available for occupancy by Tenant, and no such failure to give
possession on such date shall in anyway affect the validity of this Lease or
the obligations of Tenant hereunder or give rise to any claim for damages by
Tenant or claim for rescission of this Lease, nor shall same be construed in
anyway to extend the Term. If permission is given to Tenant to enter into the
possession of the Premises or to occupy premises other than the Premises prior
to the Commencement Date, Tenant covenants and agrees that such occupancy shall
be deemed to be under all the terms, covenants, conditions and provisions of
this Lease, including the covenant to pay Rent.

24.   NO WAIVER. If there be any agreement between Landlord and Tenant providing
for the cancellation of this Lease upon certain provisions or contingencies
and/or an agreement for the renewal hereof at the expiration of the Term, the
right to such renewal or the execution of a renewal agreement between Landlord
and Tenant prior to the expiration of the Term shall. not be considered an
extension thereof or a vested right in Tenant to such further term, so as to
prevent Landlord from canceling this Lease and any such extension thereof during
the remainder of the original Term; such privilege, if and when so exercised by
landlord, shall cancel and terminate this Lease and any such renewal or
extension previously entered into between Landlord and Tenant or the right of
Tenant to any such renewal or extension; any right herein contained on the part
of Landlord to cancel this Lease shall continue during any extension or renewal
hereof; any option on the part of Tenant herein contained for an extension or
renewal hereof shall not be deemed to give Tenant any option for a further
extension beyond the first renewal or extended term. No act or thing done by
Landlord or Landlord's agents during the Term shall be deemed an acceptance of a
surrender of the Premises, and no agreement to accept such surrender shall be
valid unless in writing signed by Landlord. No employee of Landlord or of
Landlord's agents shall have any power to accept the keys of the Premises prior
to the termination of this Lease. The delivery of keys to any employee of
landlord or of landlord's agents shall not operate as a termination of this
Lease or a surrender of the Premises. In the event Tenant at any time desires to
have Landlord sublet the Premises for Tenant's account, Landlord or Landlord's
agents are authorized to receive said keys for such purpose without releasing
Tenant from any of the obligations under this Lease, and Tenant hereby relieves
Landlord of any liability for loss of or damage to any of Tenant's effects in
connection with such subletting. The failure of Landlord to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease, or any of the Rules and Regulations set forth or
hereafter adopted by Landlord, shall not prevent a subsequent act, which would
have originally constituted a violation, from having all force and effect of an
original violation. The receipt by Landlord of Rent with knowledge of the breach
of any covenant of this Lease shall not be deemed a waiver of such breach. The
failure of Landlord to enforce any of the Rules and Regulations set forth, or
hereafter adopted, against Tenant and/or any other: tenant in the Building shall
not be deemed a waiver of any such Rules and Regulations. No provision of this
Lease shall be deemed to have been waived by Landlord unless such waiver be in
writing signed by Landlord. No payment by Tenant or receipt by Landlord, of a
lesser

                                       30
<PAGE>

amount than the monthly Rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated Rent, or as Landlord may elect to apply
same, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as Rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such Rent or pursue any other remedy in this
Lease provided. This Lease contains the entire agreement between the parties and
all prior negotiations and agreements are merged in this Lease. 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.

25.   WAIVER OF TRIAL BY JURY. It is mutually agreed by and between Landlord and
Tenant that the respective parties hereto shall and they hereby do waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, and/or any claim of injury or damage,
or for the enforcement of any remedy under any statute, emergency or otherwise.
It is further mutually agreed that in the event Landlord commences any
summary proceeding (whether for nonpayment of rent or because Tenant continues
in possession of the Premises after the expiration or termnination of the Term),
Tenant will not interpose any counterclaim (except for mandatory or compulsory
counterclaims) of whatever nature or description in any such proceeding.

26.   INABILITY TO PERFORM. This lease and the obligation of Tenant to pay Rent
and additional rent hereunder and perform all of the other covenants and
agreements hereunder on the part of Tenant to be performed shall in nowise be
affected, impaired or excused because Landlord is unable to fulfill any of its
obligations under this Lease expressly or impliedly to be performed by Landlord
or because Landlord is unable to make, or is delayed in making, any repairs,
additions, alterations, improvements or decorations or is unable to supply or is
delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of strikes or labor troubles or by accident or
by any cause whatsoever reasonably beyond Landlord's control, including but not
limited to, laws, governmental preemption in connection with a national
emergency or by reason of any rule, order or regulation of any federal, state,
county or municipal authority or any department or subdivision thereof or any
government agency or by reason of the conditions of supply and demand which have
been or are affected by war or other emergency.

27.   BILLS AND NOTICES. Except as otherwise expressly provided in this Lease,
any bills, statements, notices, demands, requests or other communications given
or required to be given under this Lease shall be deemed sufficiently given
or rendered if in writing, sent postage prepaid, by registered or certified mail
(return receipt requested), or via overnight courier addressed (a) to Tenant
(i) at Tenant's address set forth in this Lease if mailed prior to Tenant's
taking possession of the Premises, or (ii) at the Building if mailed subsequent
to Tenant's taking possession of the Premises, or (iii) at any place where
Tenant or any agent or employee of Tenant may be found if mailed subsequent to
Tenant's vacating, deserting, abandoning or surrendering the Premises, or (b)
to Landlord at Landlord's address set forth in this Lease, or (c) to such other
address as either Landlord or Tenant may designate as its new address for such
purpose by notice given to the others in accordance with the provisions of this
Article 27. Tenant hereby acknowledges and agrees that any such bill, statement,
demand, notice, request or other communication may be given by Landlord's agent
on behalf of Landlord. Any Landlord's Statement, bill, notice or other
communication by Landlord with respect to Rent may be given by regular mail and
need not be sent to any party other than Tenant. Any such bill, statement,
demand, notice, request or other communication shall be deemed to have been
rendered or given on the date when it shall have been mailed as provided in this
Article 27.

                                       31
<PAGE>

28.   ESCALATIONS.

      A.  Defined Terms. In a determination of any increase in the Rent under
the provisions of this Article 28, Landlord and Tenant agree as follows:

          (i) "TAXES" shall mean the aggregate amount of real estate taxes and
any special or other assessments (exclusive of penalties and interest thereon)
imposed upon the Real Property and real estate taxes or assessments imposed in
connection with the receipt of income or rents from the Building to the extent
that same shall be in lieu of all or a portion of the aforesaid taxes or
assessments, or additions or increases thereof, including, without limitation,
(a) assessments made upon or with respect to any air rights, and (b) any
assessments levied after the date of this Lease for public benefits to the Real
Property or the building (excluding an amount equal to the assessments payable
in whole or in part during or for the Base Tax Year) which assessments, if
payable in installments, shall be deemed payable in the maximum number of
permissible installments and there shall be included in real estate taxes for
each Comparison Year (hereinafter defined) in which such installments may be
paid, the installments of such assessment so becoming payable during such
Comparison Year (in the manner in which such taxes and assessments are imposed
as of the date hereof); provided, that if because of any change in the taxation
of real estate, any other tax or assessment (including, without limitation, any
occupancy, gross receipts, rental, income, franchise, transit or other tax) is
imposed upon Landlord or the owner of the Real Property or the Building, or the
occupancy, rents or income therefrom, in substitution for or in addition to, any
of the foregoing Taxes, such other tax or assessment shall be deemed part of the
Taxes. With respect to any Comparison Year all expenses, including attorneys'
fees and disbursements, experts' and other witnesses' fees, incurred in
contesting the validity or amount of any Taxes or in obtaining a refund of Taxes
shall be considered as part of the Taxes for such year.

          (ii) "ASSESSED VALUATION" shall mean the amount for which the Real
Property is assessed pursuant to applicable provisions of the New York City
Charter and of the Administrative Code of the City of New York for the purpose
of imposition of Taxes.

          (iii) "TAX YEAR" shall mean the period July 1 through 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).

          (iv) "BID CHARGES" shall mean business improvement district taxes and
similar charges imposed on the Building and/or the Real Property and any
expenses incurred by Landlord in contesting the same.

          (v) "BID PAYMENT" shall mean Tenant's Proportionate Share of BID
Charges.

          (vi) "INSURANCE EXPENSE" shall mean all premiums and deductibles paid
or incurred by Landlord or on Landlord's behalf in respect of insurance for the
Building and the fixtures, machinery and equipment in the Building, including
(i) commercial general liability insurance, (ii) boiler and machinery insurance,
(iii) "all-risk" casualty insurance, (iv) insurance for protection against acts
of terrorism, including bioterrorism, and (v) workers' compensation, disability
and such other insurance covering all persons employed at the Building.

          (vii) "BASE INSURANCE EXPENSE" shall mean the Insurance Expense for
the Base Insurance Year.

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<PAGE>

          (viii) "SECURITY EXPENSE" shall mean all costs and expenses paid or
incurred by Landlord or on Landlord's behalf in respect of security for the Real
Property, the Building, the building Systems, sidewalks, curbs, plazas and other
areas adjacent to the Building.

          (ix) "BASE SECURITY EXPENSE" shall mean the Security Expense for the
Base Security Year.

          (x) "COMPARISON YEAR" shall mean (a) with respect to Taxes, any
calendar year during the Term (or such other fiscal or accounting period as
Landlord may reasonably elect), (b) with respect to BID Charges, any calendar
year during the Term, (c) with respect to Insurance Expense, any calendar year
during the Term subsequent to the Base Insurance Year, and (d) with respect to
Security Expense, any calendar year during the Term subsequent to the Base
Security Year, for any part or all of which there is an increase in the Rent
pursuant to Subsection B of this Article 28.

          (xi) "LANDLORD'S STATEMENT" shall mean an instrument or instruments
containing a comparison of any increase or decrease in the Rent for the
preceding Comparison Year pursuant to the provisions of this Article 28.

      B.  Escalation.

          (1) If the Taxes payable for any Comparison Year (any part or all of
which falls within the Term) shall represent an increase above the Base Tax
Amount, then the Rent for such Comparison Year and continuing thereafter until a
new Landlord's Statement is rendered. to Tenant, shall be increased by Tenant's
Proportionate Share of such increase (a "Tax payment"). The Taxes shall be
initially computed on the basis of the Assessed Valuation in effect at the time
Landlord's Statement is rendered (as the Taxes may have been settled or finally
adjudicated prior to such time) regardless of any then pending application,
proceeding or appeal respecting the reduction of any such Assessed valuation,
but shall be subject to subsequent adjustment as provided in Subsection
D(1)(a) of this Article 28. Tenant shall also pay for each Comparison Year the
BID Payment.

          (2) If there are BID Charges payable during any Comparison Year (any
part or all of which falls within the Term), then the Rent for such Comparison
Year and continuing thereafter until a new Landlord's Statement is rendered to
Tenant, shall be increased by the amount of the BID Payment.

          (3) If the Insurance Expense payable for any Comparison Year (any
part or all of which falls within the Term) shall represent an increase above
the Base Insurance. Expense; then the Rent for such Comparison Year and
continuing thereafter until a new Landlord's Statement is rendered to Tenant,
shall be increased by Tenant's Proportionate Share of such increase (an
"INSURANCE PAYMENT").

          (4) If the Security Expense payable for any Comparison Year (any part
or all of which falls within the Term) shall represent an increase above the
Base Security Expense, then the Rent for such Comparison Year and continuing
thereafter until a new Landlord's Statement is rendered to Tenant, shall be
increased by Tenant's Proportionate Share of such increase (a "Security
Payment").

      C.  Payment of Escalations.

          (1) At any time prior to, during or after any Comparison Year Landlord
shall render to Tenant a Landlord's Statement or Statements showing separately
or together (i) a comparison of the Taxes payable for the Comparison Year with
the Base Tax Amount, (ii) the BID Charges, (iii) a comparison of the Insurance
Expense payable for the Comparison Year with the Base Insurance Expense,

                                       33
<PAGE>


          (iv) a comparison of the Security Expense Payable for the Comparison
Year with the Base Security Expense, and (v) the amount of the increase in the
Rent resulting therefrom. Landlord's failure to render a Landlord's Statement
and/or receive payments with respect thereto during or with respect to any
Comparison Year shall not prejudice Landlord's right to render a Landlord's
Statement and/or receive payments with respect thereto during or with respect to
any subsequent Comparison Year, and shall not eliminate or reduce Tenant's
obligation to pay increases in the Rent pursuant to this Article 28 for such
Comparison Year. Landlord may also at any time and from time to time, furnish
to Tenant a revised Landlord's Statement or Statements showing separately or
together (a) a comparison of the Taxes payable for the Comparison Year with the
Base. Tax Amount, (b) the BID Charges, (c) a comparison of the Insurance Expense
for the Comparison Year with the Base Insurance Expense, and (d) a comparison of
the Security Expense with the Base Security Expense.

          (2) (i) With respect to an increase in the Rent resulting from (a) an
increase in the Taxes for any Comparison Year above the Base Tax Amount, and/or
(b) the imposition of BID Charges, Tenant shall pay to Landlord a sum equal to
one-half (%) of such amount on the first day of June and a sum equal to one-half
(%) of such amount on the first day of December of each calendar year. If
Landlord's Statement shall be furnished to Tenant after the commencement of the
Comparison Year to which it relates, then (1) until Landlord's Statement is
rendered for such' Comparison Year, Tenant shall pay (1) Tenant's Proportionate
Share of Taxes for such Comparison Year, and (2) the BID Payment, in semi-annual
installments, as described above, based upon the last prior Landlord's Statement
rendered to Tenant with respect to Taxes and/or BID Charges, and (II) Tenant
shall, within ten (10) days after Landlord's Statement is furnished to Tenant,
pay to Landlord an amount equal to any underpayment of the Tax Payment and/or
the BID Payment theretofore paid by Tenant. for such Comparison Year and, in the
event of an overpayment by Tenant, Landlord shall permit Tenant to credit
against subsequent payments under this Subsection the amount of such
overpayment. At Landlord's option, Landlord may deliver to Tenant a statement
setting forth Landlord's estimate of the Tax Payment and/or BID Charges for the
next succeeding Tax Year (the "ESTIMATED AMOUNT"). In such event, Tenant shall
pay the Estimated Amount in advance in equal monthly installments together with
that month's installment of Minimum Rent. In the event of an overpayment or
underpayment by Tenant, the difference shall be adjusted in accordance with the
terms of this Article 28. The benefit of any discount for any early payment or
prepayment of Taxes and Bid Charges shall accrue solely to the benefit of
Landlord, and such discount shall not be subtracted from the Tax Payment or the
BID Payment, respectively. Tenant shall be obliged to pay the Tax Payment and/or
the BID Payment regardless of whether Tenant is exempt, in whole or in part,
from the payment of any Taxes by reason of Tenant's diplomatic status or
otherwise.

          (ii) Tenant's obligations with respect to increases in the Insurance
Expense and/or in the Security Expense shall be payable by Tenant on the first
day of the month following the furnishing to Tenant of a Landlord's Statement
with respect to the Insurance Expense and/or the Security Expense in an amount
equal to one-twelfth (1/12th) of such increase in the Rent multiplied by the
number of months (and any fraction thereof) of the Term then elapsed since the
commencement of the Comparison Year for which the increase is applicable,
together with a sum equal to one-twelfth (1/12th) of such increase with respect
to the month following the furnishing to Tenant of a Landlord's Statement; and
thereafter, commencing with the next succeeding monthly installment of Rent and
continuing monthly thereafter until rendition of the next succeeding Landlord's
Statement, the monthly installments of Rent shall be increased by an amount
equal to one-twelfth (1/12th) of such increase. Any increase in the Rent shall
be collectible by Landlord in the same manner as Rent. At Landlord's option,
Landlord may deliver to Tenant a statement setting forth Landlord's estimate of
the Insurance Expense and/or the Security Expense for the next succeeding
Comparison Year (the "ESTIMATED AMOUNT"). In such event, Tenant shall pay the
Estimated Amount in advance in equal monthly installments together with that
month's

                                       34
<PAGE>

installment of Minimum Rent. In the event of an overpayment or underpayment by
Tenant, the difference shall be adjusted in accordance with the terms of this
Article 28.

          (3) Following each Landlord's Statement, a reconciliation shall be
made as follows: Tenant shall be debited with any increase in the Rent shown on
such Landlord's Statement and credited with the aggregate, if any, paid by
Tenant on account in accordance with the provisions of Subsection C for the
Comparison Year in question; Tenant shall pay any net debit balance to Landlord
within fifteen (15) days next following rendition by Landlord of an invoice for
such net debit balance; any net credit balance shall, be applied against the
next accruing monthly installment of Rent.

      D.  Adjustments.

          (i) (a) In the event that, after a Landlord's Statement has been sent
to Tenant, an Assessed Valuation which had been utilized in computing the Taxes
or the BID Charges for a Comparison Year is reduced (as a result of settlement,
final determination of legal proceedings or otherwise), and as a result thereof
a refund of Taxes or BID Charges is actually received by or on behalf of
Landlord, then, promptly after receipt of such refund, Landlord shall send
Tenant a statement adjusting the Tax Payment or the BID Payment for such
Comparison Year (taking into account the. expenses mentioned in the last
sentence of Subsection A(i) of this Article 28) and setting forth Tenant's
Proportionate Share of such red and Tenant shall be entitled to receive such
share by way of a credit against the Rent next becoming due after the sending of
such Landlord's Statement; provided, however, that (A) Tenant's Share of such
refund shall be limited to the amount, if any, which Tenant had theretofore paid
to Landlord as increased Rent for such Comparison Year on the basis of the
Assessed Valuation before it had been reduced, and (B) if Tenant is in default
hereunder at such time, Tenant shall not receive such credit until such time as
such default has been cured by Tenant.

          (b) In the event that, after a Landlord's Statement has been sent to
Tenant, the Assessed Valuation which had been utilized in computing the Base Tax
Amount is reduced (as a result of settlement, final determination of legal
proceedings or otherwise) then, and in such event: (A) the Base Tax Amount shall
be retroactively adjusted to reflect such reduction, (B) the monthly installment
of Rent shall be increased accordingly, and (C) all retroactive additional rent
resulting from such retroactive adjustment shall be forthwith payable when
billed by Landlord. Landlord promptly shall send to Tenant a statement setting
forth the basis for such retroactive adjustment and additional rent payments.

          (ii) Any Landlord's Statement sent to Tenant shall be conclusively
binding upon Tenant unless, within thirty (30) days after such statement is
sent, Tenant shall (a) pay to Landlord the amount set forth in such statement,
without prejudice to Tenant's right to dispute the same, and (b) send a written
notice to Landlord objecting to such statement and specifying the particular
respects in which such statement is claimed to be incorrect. The parties
recognize the unavailability of Landlord's books and records because of the
confidential nature thereof.

          (iii) Anything in this Article 28 to the contrary notwithstanding,
under no circumstances shall the rent payable under this Lease be less than the
Minimum Rent set forth herein.

          (iv) The expiration or termination of this Lease during any Comparison
Year for any part or all of which there is an increase in the Rent under this
Article shall not affect the rights or obligations of the parties hereto
respecting such increase and any Landlord's Statement relating to such increase
may, on a pro rata basis, be sent to Tenant subsequent to, and all such rights
and obligations shall survive, any such expiration or termination. Any payments
due under such Landlord's Statement shall be payable within ten (10) days after
such statement is sent to Tenant.

                                       35
<PAGE>

          E. Operating Cost Increase. In order to reflect Tenant's agreed upon
portion of the cost to Landlord (and increases thereto) for the operation,
cleaning, repair, safety, replacement, management, security and maintenance of
the Real Property, the Building and the Building Systems, sidewalks, curbs,
plazas and other areas adjacent to the Building with respect to the services
provided to tenants of the Building, commencing on the first (1st) anniversary
of the Commencement Date, and to occur on each subsequent anniversary of the
Commencement Date throughout the Term, the Minimum Rent payable by Tenant shall
be increased by two and one half (2 1/2%) percent on a compounded basis, which
shall be calculated by multiplying the Minimum Rent then payable by Tenant (as
previously escalated pursuant to this Subsection E, and including any fixed
increases) by two and one half (2 1/2%) percent, the product of which shall be
added to the Minimum Rent then payable by Tenant (as previously escalated
pursuant to this Subsection E, and including any fixed increases), and the
resulting sum of which shall be the Minimum Rent payable by Tenant under this
Lease until the next anniversary of the Commencement Date. As used in this
Subsection E, the term "Minimum Rent" shall exclude the Electricity Factor.

          F. Capital Improvements. If any alteration or capital improvement is
made to the Real Property or the Building during any calendar year during the
Term in compliance with Legal Requirement which becomes effective after the date
hereof, then Tenant shall, within ten (10) days following receipt of Landlord's
statement therefor, pay to landlord as additional rent commencing with the year
in which such costs are incurred, Tenant's Proportionate Share of such costs,
amortized on a straight-line basis over the life of such alteration or
improvement but not in excess of fifteen (15) years), as computed in accordance
with generally accepted accounting principles, consistently applied, with
interest thereon. For the purposes of this Subsection F, the cost of any such
alteration or improvement shall be deemed, to include the cost of preparing any
necessary plans and the fees for filing such plans.

29.   SERVICES.

          A. Elevator. Landlord shall provide non-exclusive passenger elevator
facilities on business days from 8:30 a.m. to 6:00 p.m. and shall have one
passenger elevator in the bank of elevators servicing the Premises available at
all other times. Landlord shall provide non-exclusive freight elevator services
on an "as available" basis for incidental use by Tenant during such times as
shall be designated by Landlord, in its discretion, from time to time. Tenant
shall pay Landlord for usage of the freight elevator at Landlord's standard
rates, which rates may change from time to time without notice. Use of the
freight elevator shall in all events be arranged by Tenant on not less than
twenty-four (24) hours prior notice and shall be provided by Landlord to the
extent that no conflict exists with other tenants or other parties requesting
such usage (all such conflicts to be resolved by Landlord, in Landlord's sole
discretion).

          B. HVAC.

          (i) Landlord shall cause air conditioning to be furnished to Tenant
from the central building HVAC system (the "HVAC System") from May 15th through
September 30th, on business days from 8:30 a.m. to 6:00 p.m., in accordance
with the HVAC specifications set forth subparagraph (ii) below.

          (ii) Based on an average electric load of five (5) watts demand load
per usable square foot and one person per 100 square feet of net usable area of
the Premises, Landlord represents that the HVAC System is capable of supplying
heating and air-conditioning to the Premises in accordance with the following
specifications:

                                Summer Conditions

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<PAGE>

      Inside Temperature                              Outside Temperature
      ------------------                              -------------------
      78(degree) F dry bulb                           when outside temperature
      50% relative humidity                           is 95(degree) F


                                Winter Conditions

      Inside Temperature                              Outside Temperature
      ------------------                              -------------------
      68(degree) F dry bulb                           when outside temperature
                                                      is 0(degree) F

Notwithstanding the foregoing, Landlord makes no representation and Landlord
shall have no obligation or liability with respect to the performance of the
HVAC System by reason of (a) the use of the Premises, or any part thereof, in a
manner exceeding the design conditions specified in this subparagraph, (b) the
arrangement or rearrangement of partitioning or of the ceiling distribution
system which interferes with normal operation of the heating and
air-conditioning in the Premises, (c) the use of computer or data processing
machines or other machines or equipment, except for normal desk-top machines and
business equipment, (d) the failure of Tenant to comply with the provisions of
this Lease, which failure shall affect the performance of the HVAC System, (e)
the performance of or any defects in any work or alterations done or caused to
be done by Tenant, (f) any other matter relating to the distribution of HEATING
and air-conditioning within the Premises or (g) the requirements of any law,
order or regulation of any governmental subdivision or agency (or any officer
thereof) or the requirements of any insurance bodies. Tenant shall not be
released or excused from the performance of any of its obligations under this
Lease for any failure or for interruption or curtailment of any air
conditioning, for any reason whatsoever, and no such failure, interruption or
curtailment shall constitute a constructive or partial eviction.

          (iii) Tenant agrees to keep all windows closed when the HVAC System is
in operation and to comply with all reasonable requirements which Landlord
prescribes for the proper functioning and protection of the HVAC System.

          (iv) Only Landlord shall have access to the HVAC System equipment.
Landlord may suspend air conditioning because of accidents, repairs,
alterations, or improvements which Landlord determines are desirable or
necessary, or to comply with governmental restrictions, or other causes beyond
the reasonable control of the Landlord, or because of shortage of or difficulty
in obtaining energy. No diminution or abatement of rent or other charges shall
be claimed by Tenant, nor shall this Lease or any of the obligations of the
Tenant be affected by reason of such suspension of air conditioning.

          (v) Repairs and maintenance of supplemental air conditioning units,
whether currently existing in the Premises or added in the future will be the
sole responsibility of Tenant.

          (vi) Landlord shall furnish heat (when and as required by law) to the
Premises, on business days from 8:30 a.m. to 6:00 p.m. Landlord shall be
responsible for the maintenance, repair and replacement of the radiators and
connecting pipes contained within the Premises, except where the need for repair
or replacement is caused by Tenant, or by any of Tenant's agents, employees,
contractors, invitees, sublessees, servants, licensees or assignees.

      C.  After Hours and Additional Services. The Rent does not include any
charge to Tenant for the furnishing of any additional passenger elevator
facilities, any freight elevator facilities or for the service of heat or air
conditioning to the Premises during periods other than the hours and days, set
forth in

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<PAGE>

Subsections A and B of this Article 29 for the furnishing and distributing of
such facilities or services (referred to as "OVERTIME PERIODS"). Accordingly, if
Landlord shall furnish any (i) passenger elevator facilities to Tenant during
Overtime Periods or freight elevator facilities, or (ii) heat or air
conditioning to the Premises during Overtime Periods, then Tenant shall pay
Landlord additional rent for such facilities or services at the standard rates
then fixed by the Landlord for the Building or, if no such rates are then fixed,
at reasonable rates. Neither the facilities nor the services referred to in this
Subsection shall be furnished to Tenant or the Premises if Landlord has not
received advance notice from tenant specifying the particular facilities or
services requested by Tenant at least twenty four (24) hours prior to the date
on which the facilities or services are to be furnished; or if Tenant is in
default under or in breach of any of the terms, covenants or conditions of this
Lease; or if Landlord shall determine, in its sole and exclusive discretion,
that such facilities or services are requested in connection with, or the use
thereof shall create or aid in a default under or a breach of any term, covenant
or condition of this Lease. All of the facilities and services referred to in
this Subsection are conveniences and are not and shall not be deemed to be
appurtenances to the Premises, and the failure of Landlord to furnish any or all
of such facilities or services shall not constitute or give rise to any claim of
an actual or constructive eviction, in whole or in part, or entitle Tenant to
any abatement or diminution of Rent, 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. Landlord may limit the
furnishing during Overtime Periods of any of the facilities or services referred
to in this Article 29 to a total of twenty (20) hours in any one week. If more
than one tenant utilizing the same system as Tenant requests the same Overtime
Periods for the same services as Tenant, the charge to Tenant shall be adjusted
pro rata.

      D.  Cleaning. Landlord, at its expense, shall cause the Premises and
Building common areas to be cleaned in accordance with the cleaning
specifications set forth on Exhibit 2 annexed hereto and made a part hereof.
Tenant shall pay to Landlord, on demand and as additional rent, any costs
incurred by Landlord for (i) extra cleaning work in the Premises required
because of misuse use or neglect on the part of Tenant or its employees or
visitors, (ii) use of portions of the Premises for the preparation, serving or
consumption of food or beverages, data processing or reproducing operations,
other than normal internal office use, private lavatories or toilets, or other
special purposes requiring greater or more difficult cleaning work than office
areas, (iii) any unusual quantity of interior glass surfaces, and (iv) any
non-building standard materials or finishes installed by Tenant or at its
request. Landlord, its cleaning contractor and their employees shall have access
to the Premises either during regular business hours or after hours, and the
free use of light, power and water therein, as is reasonably required for the
purpose of cleaning the. Premises in accordance with Landlord's obligations
hereunder.

      E.  Trash Removal.

          (i) Tenant covenants and agrees, at its sole cost and expense, to
comply with all present and future Legal Requirements regarding the collection,
sorting, separation and recycling of waste products, garbage, refuse and trash
(collectively "RUBBISH"). Tenant shall sort and separate the Rubbish into such
categories as provided by law. Each separately sorted category of Rubbish shall
be placed in separate receptacles reasonably approved by Landlord. Such separate
receptacles may, at Landlord's option, be removed from the Premises in
accordance with a collection schedule prescribed by law.

          (ii) Tenant shall pay all costs, expenses, fines penalties or damages
that may be imposed on Landlord or Tenant by reason of tenant's failure to
comply with the provisions of trash or recycling laws and, at Tenant's sole cost
and expense, shall indemnify, defend and hold Landlord harmless (including legal
fees and expenses) from and against any actions, claims and suits arising from
such noncompliance, utilizing counsel reasonably satisfactory to Landlord.

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<PAGE>

          (iii) Tenant shall pay Landlord for the cost of removal from the
Premises and the Building of so much of Tenant's Rubbish (a) as shall exceed
that ordinarily accumulated daily in the routine of business office occupancy,
or (b) resulting from any use of the Premises during hours other than usual
business hours (collectively, "EXTRA RUBBISH REMOVAL"). The reimbursement for
Extra Rubbish Removal shall be made by Tenant to Landlord, as additional rent,
within ten (10) days after bills are rendered therefor.

      F.  Sprinkler System. Anything elsewhere in this Lease to the contrary
notwithstanding, if the New York Board of Fire Underwriters or the New York
Insurance Rating Organization or any bureau, department or official of the state
or city government requires or recommends that any changes, modifications,
alterations or additional sprinkler heads or other equipment be made or supplied
to the sprinkler system by reason of Tenant's business, or the location of the
partitions, trade fixtures, or other contents of the Premises, then Tenant
shall, at Tenant's expense, or, at Landlord's election, Landlord shall, at
Tenant's expense, promptly make and supply such changes, modifications,
alterations, additional sprinkler heads or other equipment (pursuant to
submission of necessary engineering plans and specifications for Landlord's
reasonable approval), whether the work involved shall be structural or non-
structural in nature.

      G.  Water. Landlord shall furnish water to the Premises for drinking and
lavatory purposes to the extent piping and fixtures presently exist therein. If
Tenant uses water for any purpose other than ordinary drinking and lavatory
uses, Landlord may install water meter to measure Tenant's water consumption
for all purposes and Tenant agrees to pay for the installation and maintenance
thereof and for water consumed as shown on said meter and any sewer rent or tax
based thereon.

      H.  Electricity Service.

          (1) Landlord, at Landlord's expense, shall furnish electrical energy
to or for the use of Tenant in the Premises for the operation or servicing of
the lighting fixtures and the electrical receptacles installed in the Premises
on the Commencement Date. There shall be no specific charge by way of measuring
such electrical energy on any meter or otherwise, as the charge for the service
of redistributing or furnishing such electrical energy has been included in the
Rent on a so-called "rent inclusion" basis. The parties agree that although the
charge for the service of redistributing or furnishing electrical energy is
included in the Rent on a rent inclusion basis, the value to Tenant of such
service may not be fully reflected in the Rent. Accordingly, Tenant agrees that
Landlord may cause an independent electrical engineer or electrical consulting
firm, selected by Landlord, to make a final determination, following the
commencement of Tenant's normal business activities in the Premises, of the full
value to Tenant of such services supplied by Landlord, to wit: the estimated
consumption and demand of electrical energy supplied to Tenant annually based
upon the connected load and utilization of electricity by Tenant and the then
current on-peak rates of the public utility company serving the Premises. Such
engineer or consulting firm shall certify such determination in writing to
Landlord and Tenant, which shall be conclusive and binding upon Tenant. If it
shall be determined by such engineer or consulting firm that the full value to
Tenant of such service is in excess of the then Electricity Factor, the Rent and
the Electricity Factor shall be automatically and unconditionally increased,
without further act or instrument, retroactive to the date of the survey for the
balance of the Term (or until any subsequent determinations are made), by an
annual amount equal to such excess. However, if it shall be so determined that
the full value to Tenant of such service does not exceed the Electricity Factor,
there shall be no increase or decrease in the Rent or the Electricity Factor by
reason of such determination. Any such determination made by an engineer or
consulting firm shall be conclusive and binding upon Tenant. Therefore, Landlord
may, from time to time thereafter during the Term of this Lease, and at its sole
option, cause an engineer or consulting firm to make subsequent determinations
of the then full value of such services

                                       39
<PAGE>

supplied to Tenant on the basis hereinabove set forth, and if such value is in
excess of the then Electricity Factor, the Rent and the Electricity Factor shall
be adjusted accordingly.

          (2) If Tenant requires additional electrical energy beyond that
supplied by Landlord for any reason whatsoever, including without limitation,
the use of additional business machines, office equipment or other appliances in
the Premises which utilize electrical energy, Tenant shall request such
additional electrical energy from Landlord in each instance. If Landlord agrees
to provide the same, the Rent and the Electricity Factor will be increased
following a determination of the full value of such electrical service supplied
to Tenant pursuant to the procedure set forth in subparagraph (1) of this
Subsection H, plus a connection fee equal to landlord's then standard charge per
kilovolt ampere. In addition, any additional feeders or risers to be installed
to supply Tenant's additional electrical requirements, and all other equipment
proper and necessary in connection with such feeders or risers, shall be
installed by Landlord upon Tenant's request, at the sole cost and expense of
Tenant, provided that, in Landlord's judgment, such additional feeders or risers
are necessary and are permissible under applicable laws and insurance
regulations and the installation of such feeders or risers will not cause
permanent damage or injury to the Building or the Premises or cause or create a
dangerous or hazardous condition or entail excessive or unreasonable alterations
or interfere with or disturb other tenants or occupants of the Building. Tenant
covenants that at no time shall the use of electrical energy servicing the
Premises exceed the capacity of the existing feeders or wiring installations
then serving the Premises. Tenant shall not make or perform, or permit the
making. or performance of, any Alterations to wiring installations or other
electrical facilities in or serving the Premises without the prior consent of
Landlord in each instance and without paying Landlord's customary charges
therefor. Any such Alterations, additions or consent by Landlord shall be
subject to the provisions of subparagraph (3) of this Subsection H, as well as
to other provisions of this Lease including, but not limited to, the provisions
of Article 3 hereof.

          (3) If, at any time or times during the Term, electrical feeders,
risers, wiring or other electrical facilities serving the Premises shall be
installed by Landlord, Tenant or others, on behalf of Tenant or any person
claiming through or under Tenant in addition to the feeders, risers, wiring or
other electrical facilities necessary to serve the lighting fixtures and
electrical receptacles installed in the Premises on the Commencement Date, the
Rent, and Electricity Factor each shall be increased in an annual amount which
shall reflect the full value to Tenant of the additional service to be furnished
by Landlord, to wit: the estimated consumption of additional electrical energy
made available to Tenant annually based upon the connected load and utilization
of electricity by Tenant through such additional electrical feeders, risers,
wiring or other electrical facilities. The amount of any such increase in the
Rent and the Electricity Factor shall be finally determined by an independent
electrical engineer or electrical consulting firm selected by Landlord who
shall certify such determination in writing to Landlord and Tenant. Following
any such determination, the Rent and the Electricity Factor for the remainder of
the Term shall be increased in an annual amount equal to the value of such
additional service as so determined. Any such increase shall be effective as of
the date of the first availability to Tenant of such additional service and
shall be retroactive to such date if necessary.

          (4) If, at any time or times after the date of execution of this
Lease, the rates at which Landlord purchases electrical energy from the public
utility corporation supplying electrical service to the Building or any charges
incurred or taxes payable by Landlord in connection therewith shall be
increased, the Rent and the Electricity Factor shall be increased upon demand of
Landlord in an annual amount which shall fairly represent the estimated increase
in the annual value to Tenant of the electrical service provided by Landlord to
Tenant under the provisions of this Subsection H. If, within ten (10) days after
any such demand, Landlord and Tenant shall fail to agree upon the amount of such
increase in the Rent and the Electricity Factor then, in lieu of such agreement,
the estimated increase in the annual value to

                                       40
<PAGE>

Tenant of the electrical service provided by Landlord to Tenant under the
provisions of this Subsection H shall be finally determined by an independent
electrical engineer or electrical consulting firm selected by Landlord who shall
certify such determination in writing to Landlord and Tenant. Any such
determination made by an engineer or consulting firm shall be conclusive and
binding upon Tenant. Following any such agreement or determination of an
increase in such annual value, the Rent and the Electricity Factor for the
remainder of the Term shall be increased in an annual amount equal to such
estimated increase in the annual value to Tenant of the electrical service
provided by Landlord to Tenant under the provisions of this Subsection, as so
agreed or determined. Any such increase in the Rent and the Electricity Factor
shall be automatically and unconditionally effective without further act or
instrument, as of the date of such increase in rates, charges or taxes, and
shall be retroactive to such date if necessary. Anything in this subparagraph
(4) to the contrary notwithstanding, under no circumstances shall the
Electricity Factor be an amount less than the amount set forth herein, as
escalated.

          (5) Any increase in the Rent pursuant to the provisions of
Subparagraphs (1), (3) or (4) of this Subsection H with respect to the period
from the effective date of such increase to the last day of the month in which
such increase shall be fixed by agreement or determination shall be payable by
Tenant within ten (10) days of demand of Landlord. The monthly installments of
the Rent payable after the date upon which any such increase is so fixed shall
be proportionately adjusted to reflect such increase in the Rent.

          (6) Landlord shall have the option of installing sub-meters at
Tenant's expense to measure Tenant's consumption of electrical energy. If
Landlord exercises such option, Tenant shall pay to Landlord, as additional
rent, within ten (10) days of demand, from time to time, but no more frequently
than monthly, for its consumption of electrical energy at the then applicable
rate prescribed by the public utility company serving the Premises for
sub-metered electrical energy, plus Landlord's charge for overhead and
supervision in the amount of eight (8%) percent of the total electric bill. In
such event, the Rent shall be reduced by an amount equal to the then Electricity
Factor as of, commencement of the operation of such sub-meters. For the purpose
of this subparagraph (6) the rate to be paid by Tenant in the event of
sub-metering shall include any taxes or other charges in connection therewith.
If any tax shall be imposed upon Landlord's receipts from the sale or resale of
electrical energy to Tenant, the pro rata share allocable to the electrical
energy service received by Tenant shall be passed on to, included in the bill
of, and paid by Tenant if and to the extent permitted by law. Where more than
one meter measures the electricity supplied to Tenant, the electricity rendered
through each meter may be computed and billed separately in accordance with the
provisions hereinabove set forth. Tenant expressly acknowledges that, in
connection with the installation of the submeters, the electricity being
furnished to the Premises may be temporarily interrupted. Landlord shall use
reasonable efforts to minimize interference with the conduct of Tenant's
business in connection with such installation, but the foregoing shall not
require Landlord to utilize premium or overtime labor in connection therewith.

          (7) Landlord reserves the right to discontinue furnishing electricity
to Tenant in the Premises on not less than thirty (30) days' notice to Tenant.
If Landlord exercises such right to discontinue, or is compelled to discontinue
furnishing electricity to Tenant, 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, Landlord shall not be obligated to
furnish electricity to Tenant and the Rent shall be reduced by an amount equal
to the then Electricity Factor. If Landlord so discontinues furnishing
electricity to Tenant, Tenant shall arrange to obtain electricity directly from
the public utility or other company servicing the Building. Such electricity may
be furnished to Tenant by means of the then existing electrical facilities
serving the Premises to the extent that the same are available, suitable and
safe for such purposes. All meters and all additional panel boards, feeders,
risers, wiring and other conductors and equipment which may be required to
obtain electricity, of substantially the same quantity, quality and

                                       41
<PAGE>

character, shall be installed by Landlord, at Tenant's sole cost and expense.
Landlord shall not voluntarily discontinue furnishing electricity to Tenant
until Tenant is able to receive electricity directly from the public utility or
other company servicing the Building.

          (8) Landlord shall not be liable to Tenant in any way for any
interruption, curtailment or failure, or defect in the supply or character of
electricity furnished to the Premises by reason of any requirement, act or
omission of Landlord or of any public utility or other company servicing the
Building with electricity or for any other reason except Landlord's gross
negligence or willful misconduct. If either the quantity or character of
electrical service is changed by the public utility or other company supplying
electrical service to the Building or is no longer available or suitable for
Tenant's requirements, no such change, unavailability or unsuitability shall
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant fmm 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.

          (9) In the event Tenant shall occupy the Premises prior to the
Commencement Date, Tenant shall pay to Landlord a sum equivalent to one-twelfth
(1/12th) of the electricity Factor (the "INTERIM ELECTRIC CHARGE") on the fast
day of its occupancy of the Premises and on the fast day of each calendar month
thereafter until the Commencement Date, as additional rent representing the cost
of electricity consumed within the Premises for such period. If the first day of
Tenant's occupancy occurs on a date other than the first day of a calendar
month, the Interim Electric Charge for such month shall be an amount equal to
such proportion of the Interim Electric Charge as the number of days from and
including the first day of such occupancy through the last day in such calendar
month bears to the total number of days in such calendar month.

      I.  Energy Conservation.

          (i) Tenant agrees to cooperate fully with Landlord to ensure the most
effective and energy-efficient operation of the Building. Accordingly, Tenant
agrees as follows:

          (a) Tenant shall not waste electricity, water, heat, air conditioning
and other utilities and services at the Building.

          (b) Tenant shall not obstruct, alter or in any way impair the
efficient operation of the Building's heat, air conditioning and ventilation
systems. To this end, Tenant shall (1) not place furniture, equipment or other
objects where they would interfere with air flow, (2) not tamper with or change
the setting of any thermostats or temperature control valves, (3) keep corridor
doors closed and not open any windows (except that if the air circulation shall
not be in operation, and if the Premises contain operable windows, such windows
may be opened with Landlord's consent), and (4) during hot weather months, lower
and partially close window blinds or drapes when the sun's rays fall directly on
windows of the Premises.

          (ii) From time to time, Landlord may institute for the Building
certain programs (including energy conservation programs) that Landlord believes
will be in the best interests of the Building and its tenants. Similar programs
may be established by a local utility company. Tenant shall promptly comply
with and carry out, in good faith, any and all obligations issued by Landlord or
the utility company, as the case may be, under such programs, as the same may
exist from time to time.

                                       42
<PAGE>

      J.  Interruption of Services. Landlord reserves the right to stop service
of the HVAC system and all other Building Systems during any period of a
violation or breach by Tenant of the provisions of this Lease and to stop the
service of the HVAC system or the elevator, electrical, plumbing or other
mechanical systems or facilities in the Building when necessary, by reason of
accident or emergency, or for repairs, additions, alterations, replacements,
decorations or improvements in the judgment of Landlord desirable or necessary
to be made, until said repairs, alterations, replacements or improvements shall
have been completed. Landlord shall have no responsibility or liability for
interruption, curtailment or failure to supply cooled or outside air, heat,
elevator, plumbing or electricity when prevented by exercising its right to stop
service or by strikes, labor troubles or accidents or by any cause whatsoever
reasonably beyond landlord's control, or by failure of independent contractors
to perform or by laws, orders, rules or regulations of any federal, state,
county or municipal authority, or failure of suitable fuel supply, or inability
by exercise of reasonable diligence to obtain suitable fuel or by reason of
governmental preemption in connection with a National Emergency or by reason of
the conditions of supply and demand which have been or are affected by war or
other emergency.

30. PARTNERSHIP TENANT.

          A. Partnership Tenants. If Tenant is a partnership (or is comprised of
two (2) or more persons, individually and as co-partners of a partnership) or if
Tenant's interest in this Lease shall be assigned to a partnership (or to two
(2) or more persons, individually and as copartners of A partnership) pursuant
to Article 12 (any such partnership and such persons are referred to in this
Article 30 as a "Partnership Tenant"), the following provisions of this Article
30 shall apply to such Partnership Tenant: (i) the liability of each of the
parties comprising a Partnership Tenant shall be joint and several, and (ii)
each of the parties comprising a Partnership Tenant hereby consents in advance
to, and agrees to be bound by, any written instrument which may hereafter, be
executed, changing, modifying or discharging this Lease, in whole or in part, or
surrendering all or any part of the Premises to Landlord, and by any notices,
demands, requests or other communications which may hereafter be given by a
Partnership Tenant or by any of the parties comprising a Partnership Tenant, and
(iii) any bills, statements, notices, demands, requests or other communications
given or rendered to a Partnership Tenant and to all such parties shall be
binding upon a Partnership Tenant and all such parties, and (iv) if a
Partnership Tenant shall admit new partners, all of such new partners shall, by
their admission to a Partnership Tenant, be deemed to have assumed performance
of all OF the terms, covenants and conditions of this Lease on Tenant's part to
be observed and performed, and (v) a Partnership Tenant shall give prompt notice
to Landlord of the admission of any such new partners, and upon demand of
Landlord, shall cause each such new partner to execute and deliver to Landlord
an agreement in form satisfactory to Landlord, wherein each such new partner
shall assume performance of all the terms, covenants and conditions of this
Lease on Tenant's part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such new partner to
execute or deliver any such agreement to Landlord' shall vitiate the provisions
of subdivision (iv) of this Subsection A of this Article 30).

          B. Limited Liability Entities. If Tenant is a limited or general
partnership (or is comprised of two (2) or more persons, individually or as
co-partners), the change or conversion of Tenant to (a) a limited liability
partnership, (b) a limited liability company, or (c) any other entity which
possesses the characteristics of limited liability (any such limited liability
partnership, limited liability company or entity is referred to as a "Limited
Liability Successor Entity"), shall be prohibited unless the prior written
consent of Landlord is obtained, which consent may be withheld in Landlord's
sole discretion. Notwithstanding the foregoing, Landlord agrees not to
unreasonably withhold of delay such consent provided that: (i) The Limited
Liability Successor Entity succeeds to all or substantially all of Tenant's
business and assets; (ii) The Limited Liability Successor Entity shall have a
net worth, determined in accordance with generally accepted accounting
principles, consistently applied, of not less than the

                                       43
<PAGE>

greater of the net worth of Tenant on (1) the date of execution of this Lease,
and (2) the day immediately preceding the proposed effective date of such
conversion; (iii) Tenant is not in default of any of the terms, covenants or
conditions of this Lease on the proposed effective date of such conversion; (iv)
Tenant shall cause each partner of tenant to execute and deliver to Landlord an
agreement, in form and substance satisfactory to Landlord, wherein each such
partner agrees to remain personally liable for all of the terms, covenants and
conditions of this Lease that are to be observed and performed by the Limited
Liability Successor Entity; and (v) Tenant shall reimburse Landlord on demand
for any and all reasonable costs and expenses that may be incurred by landlord
in connection with said conversion of Tenant to a Limited Liability Successor
Entity, including any attorneys' fees and disbursements.

31.   VAULT SPACE. Any vaults, vault space or other space outside the boundaries
of the Real property, notwithstanding anything contained in this Lease or
indicated on any sketch, blueprint or plan are not included in the Premises.
Landlord makes no representation as to the location of the boundaries of the
Real Property. All vaults and vault space and all other space outside the
boundaries of the Real Property which Tenant may be permitted to use or occupy
is to be used or occupied under a revocable license, and if any such license
shall be revoked, or if the amount of such space shall be diminished or required
by any federal, state or municipal authority or by any public utility company,
such revocation, diminution or requisition shall not constitute an actual or
constructive eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its obligations under this
Lease, or impose any liability upon Landlord. Any fee, tax or charge imposed by
any governmental authority for any such vaults, vault space or other space shall
be paid by Tenant, to the extent any such vaults, vault space or other space is
used by Tenant.

32.   SECURITY DEPOSIT.

          A. Deposit of Security. Landlord and Tenant acknowledge that Tenant
has deposited with Landlord the Security Deposit as security for the faithful
performance and observance by Tenant of the terms, provisions and conditions of
the Lease, including but not limited to the payment of Minimum Rent and
additional rent. The parties agree that the Security Deposit shall remain on
deposit with the Landlord and that Landlord may use, apply or retain the whole
or any part of the Security Deposit to the extent required for the payment of
any Minimum Rent and additional rent or any other sum as to which Tenant is in
default or for any sum which Landlord may expend or may be required to expend by
reason of Tenant's default in respect of any of the terms, covenants and
conditions of the Lease, including but not limited to, any damages or deficiency
in the reletting of the Premises, whether such damages or deficiency accrued
before or after summary proceedings or other re-entry by Landlord. If any
portion of the Security Deposit is applied by Landlord to any default by Tenant
under this Lease, Tenant shall restore the sum so applied within five (5) days
after written notice from Landlord demanding such restoration and the amount to
be restored shall be deemed additional rent. In the event that the Security
Deposit is placed in an interest bearing account, Landlord shall be entitled to
and shall be paid from the interest accrued and credited on the Security
Deposit one (1%) percent (of the Security Deposit) per annum for administration
of the security account. Notwithstanding the foregoing, Landlord shall have no
obligation to deposit the Security Deposit into an interest-bearing account.
Landlord shall have no liability or obligation to Tenant for any loss suffered
by Tenant by reason of the placement by Landlord of the Security Deposit into
any commercial or savings bank account.

          B. Letter of Credit. In lieu of the cash deposit required pursuant to
Subsection A of this Article 32, Tenant may deliver to Landlord a clean,
irrevocable, non-documentary and unconditional letter of credit (the "LETTER OF
CREDIT") issued by and drawn upon any commercial bank (the "Issuing Bank") with
offices for banking purposes in the City of New York and having a net worth of
not less than One Hundred Million and 00/100 ($100,000,000.00) Dollars, which
Letter of Credit shall (a) have a term

                                       44
<PAGE>

of not less than one year, (b) be substantially in the form of Exhibit 3
attached hereto and otherwise in form and content satisfactory to Landlord, (c)
be for the account of Landlord, (d) be in the amount of the Security Deposit,
(e) be fully transferable by Landlord without any fees or charges therefor; (f)
have an expiration date that is not earlier than the date which is thirty (30)
days after the Expiration Date, and (g) provide that it shall be deemed
automatically renewed, without amendment, for consecutive periods of one (1)
year each thereafter during the term of this Lease, unless the Issuing Bank
sends notice (the "Non-Renewal Notice") to Landlord by certified mail, return
receipt requested, not less than thirty (30) days next preceding the then
expiration date of the Letter of Credit that it elects not to have such Utter of
Credit renewed. The Letter of Credit shall provide that Landlord shall have the
right, exercisable within twenty (20) days of its receipt of the Non-Renewal
Notice, by sight draft on the Issuing Bank, to receive the monies represented by
the existing Letter of Credit and to hold such proceeds pursuant to the terms of
this Article 32 as a cash security pending the replacement of such Letter of
Credit.

          C. Application of Security Deposit. In the event that Tenant defaults
beyond the giving of notice and the expiration of applicable grace periods in
respect of any of the terms, provisions and conditions of this Lease, including,
but not limited to, the payment of Minimum Rent and additional rent, Landlord
may apply or retain the, whole or any part of any cash security held by Landlord
or may notify the Issuing Bank and thereupon receive all the monies represented
by the Letter of Credit and use, apply or retain the whole or any part of such
proceeds, as the case may be, to the extent required for the payment of any Rent
and additional rent or any other sum as to which Tenant is in default or for any
sum which Landlord may expend or may be required to expend by reason of Tenant's
default in respect of my of the terms, covenants and conditions of this Lease,
including but not limited to, any damages or deficiency in the reletting of the
Premises, whether such damages or deficiency accrue or accrues before or after
summary proceedings or other reentry by Landlord. If Landlord applies or retains
any part of any cash security or proceeds of the Letter of Credit, as the case
may be, Tenant, within five (5) days after notice from Landlord and at
Landlord's option, shall deposit with Landlord the amount so applied or retained
or increase the amount of the Letter of Credit or provide an additional or
replacement Letter of Credit, so that Landlord shall have the full Security
Deposit on hand at all times during the Term. The failure by Tenant to deposit
such additional amount or provide an additional or replacement Letter of Credit
within the foregoing time period shall be deemed a material default pursuant to
Article 17 of this Lease. If Tenant shall fully and faithfully comply with all
of the terms, provisions, covenants and conditions of this Lease, any cash
security or the Letter of Credit, as the case may be, shall be promptly returned
to Tenant after the Expiration Date and after delivery of the entire possession
of the Premises to Landlord. In the event of a sale of the Real Property or the
Building or leasing of the Building, Landlord shall transfer any cash security
or so much thereof as remains following a default by Tenant to the vendee or
lessee and with respect to the Letter of Credit, within thirty (30) days of
notice of such sale or leasing, Tenant, at Tenant's sole cost and expense, shall
arrange for the transfer of the Letter of Credit to the new landlord, as
designated by Landlord in the foregoing notice or have the Letter of Credit
reissued in the name of the new landlord and Landlord shall thereupon be
released by Tenant from all liability for the return of such security. Tenant
agrees to look solely to the new landlord for the return of such cash security
or Letter of Credit and it is agreed that the provisions hereof shall apply to
every transfer or assignment made of the Security Deposit to a new landlord.
Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber any monies or Letter of Credit deposited herein as security
and that neither Landlord nor its successors or assigns shall be bound by any
such assignment, encumbrance, attempted assignment or attempted encumbrance.

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

34.   ADDITIONAL DEFINITIONS.

                                       45
<PAGE>

          A. 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.

          B. The words "reenter" and "reentry" as used in this Lease are not
restricted to their technical legal meaning.

          C. The term "rent" or "Rent" as used in this Lease shall mean and be
deemed to include Minimum Rent, any increases in Minimum Rent, all additional
rent and any other sums payable hereunder.

          D. 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 union holidays for those unions that materially affect the
delivery of services in the Building.

          E. The words "INCLUDE", "INCLUDING" AND "SUCH AS" shall each be
construed as if followed by the phrase "without being limited to" The words
"HEREIN", "HEREOF", "HEREBY", "HEREUNDER" and words of similar import shall be
construed to refer to this Lease as a whole and not to any particular Article or
subdivision hereof unless expressly so stated.

          F. The terms "SUBSTANTIAL COMPLETION" OR "SUBSTANTIALLY COMPLETED" or
words of similar import shall mean that any construction work (including
Alterations and Landlord's Work) has been substantially completed, it being
agreed that any such work all be deemed substantially complete notwithstanding
the fact that minor or insubstantial details of construction or demolition
and/or mechanical adjustment and/or decorative items remain to be performed,
provided that any such unperformed work shall not materially interfere with
Tenant's use and occupancy of the Premises for the Permitted Uses.

35.   PARTIES BOUND. The covenants, conditions and agreements contained in this
Lease shall bind and inure to the benefit of Landlord and Tenant and their
respective heirs, distributees, executors, administrators, successors, and,
except as otherwise provided in this Lease, their assigns.

36.   BROKER.

          A. Tenant represents and warrants that Tenant has dealt directly with
(and only with), the Landlord's Broker and the Tenant's Broker as broker in
connection with this Lease, and that insofar as Tenant knows no other broker
negotiated this Lease or is entitled to any commission in connection therewith,
and the execution and delivery of this Lease by Landlord shall be conclusive
evidence that Landlord has relied upon the foregoing representation and
warranty. Tenant shall indemnify and hold Landlord harmless from and against any
and all claims for commission, fee or other compensation by any other person who
shall claim to have dealt with Tenant in connection with this Lease and for any
and all costs incurred by Landlord in connection with such claims, including,
without limitation, reasonable attorneys' fees and disbursements.

          B. Tenant agrees that in the event it shall, during the Term, seek to
hire from Landlord any additional premises in the Building, it shall seek to do
so directly from the Landlord without the intervention of any broker or brokers
and if Landlord and Tenant shall enter into any lease with respect to any such
additional premises, Tenant shall be required to indemnify and hold harmless
Landlord from and against any and all claims or demand for brokerage commissions
in connection therewith (excluding any

                                       46


<PAGE>

commissions payable by Landlord as a result of any exclusive leasing agreements
entered into by Landlord which may give rise to the obligation to pay such
commissions). Tenant shall have the right, notwithstanding the foregoing, to
engage the services of a broker in connection with any leasing referred to in
this Subsection B, provided, however, that in such event Tenant shall be solely
responsible for the payment of any and all brokerage commissions in connection
therewith and shall pay the same.

37.   INDEMNITY. Tenant shall not do or permit any act or thing to be done upon
the Premises which may subject Landlord to any liability or responsibility for
injury, damages to persons or property or to any liability by reason of any
violation of law or of any legal requirement of public authority, but shall
exercise such control over the Premises as to fully protect Landlord against any
such liability. Tenant agrees to indemnify and save harmless Landlord from and
against (a) all claims of, whatever nature against Landlord arising from any
act, omission or negligence of Tenant, its contractors, licensees, agents,
servants, employees, invitees or visitors, including any claims arising from
any act, omission or negligence of Landlord or Landlord and Tenant, (b) 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 in or about
the Premises from the date access to the Premises is given to Tenant (including
during the, performance of Landlord's Work, if any), (c) all claims against
Landlord arising from any accident, injury or damage to any person, entity or
property, occurring outside of the Premises but anywhere within or about the
Real Property, where such accident, injury or damage results or is claimed to
have resulted from an act or omission of Tenant or Tenant's agents, employees,
invitees or visitors, including any claims arising from any act, omission or
negligence of Landlord or Landlord and Tenant, (d) any breach, violation or
nonperformance of any covenant, condition or agreement in this Lease set forth
and contained on the part of Tenant to be fulfilled, kept, observed and
performed, and (e) any claim, loss or liability arising or claimed to arise
from Tenant, or any of Tenant's contractors, licensees, agents, servants,
employees, invitees or visitors causing or permitting any Hazardous Substances
(hereinafter defined) to be brought upon, kept or used in or about the Premises
or the Real Property or any seepage, escape or release of such Hazardous
Substances. This indemnity and hold harmless agreement shall include indemnity
from and against any and all liability, fines, suits, demands, costs and
expenses of any kind or nature incurred in or in connection with any such claim
or proceeding brought thereon, and the defense thereof, including all reasonable
legal fees and expenses incurred in enforcing the provisions of this indemnity.
As used herein, "HAZARDOUS SUBSTANCES" shall mean, collectively, (a) asbestos
and polychlorinated biphenyls and (b) hazardous or toxic materials, wastes and
substances which are defined, determined and identified as such pursuant to any
law.

38.   ADJACENT EXCAVATION; SHORING. If an excavation shall be made upon
land adjacent to the 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 Premises for the purpose of doing such work as said person shall
deem necessary to preserve the wall or the Building from injury or damage and to
support the same by proper foundations without any claim for damages or
indemnity against Landlord, or diminution or abatement of Rent.

39.   MISCELLANEOUS.

          A. No Offer. This Lease is offered for signature by Tenant and it is
understood that this Lease shall not be binding upon Landlord unless and until
Landlord shall have executed and delivered a fully executed copy of this Lease
to Tenant.

          B. Signatories. If more than one person executes this Lease as Tenant,
each of them understands and hereby agrees that the obligations of each of them
under this Lease are and shall be joint and several, that the term "Tenant" as
used in this Lease shall mean and include each of them jointly and

                                       47
<PAGE>

severally and that the act of or notice from, or notice or refund to, or the
signature of, any one or more of them, with respect to the tenancy and/or this
Lease, including, but not limited to, any renewal, extension, expiration,
termination or modification of this Lease, shall be binding upon each and all of
the persons executing this Lease as Tenant with the same force and effect as if
each and all of them had so acted or so given or received such notice or refund
or so signed.

          C. Certificates. From time to time, within seven (7) days next
following request by Landlord or any Mortgagee, Tenant shall deliver to Landlord
or such Mortgagee, as the case may be, a written statement executed and
acknowledged by Tenant, in form satisfactory to Landlord or such Mortgagee, (i)
stating that this Lease is then in full force and effect and has not been
modified (or if modified, setting forth all modifications), (ii) setting forth
the date to which the Minimum Rent, additional rent and other charges hereunder
have been paid, together with the amount of fixed base monthly Minimum Rent then
payable, (iii) stating whether or not, to the best knowledge of Tenant, Landlord
is in default under this Lease, and, if Landlord is in default, setting forth
the specific nature of all such defaults, (iv) stating the amount of the
security deposit under this Lease, (v) stating whether there are any subleases
affecting the Premises, (vi) stating the address of Tenant to which all
notices and communications under the Lease shall be sent, the Commencement Date
and the Expiration Date, and (vii) as to any other matters requested by Landlord
or such Mortgagee. Tenant acknowledges that any statement delivered pursuant to
this Subsection may be relied upon by any purchaser or owner of the Real
Property or the Building, or Landlord's interest in the Real Property or the
Building or any Superior Lease, or by any Mortgagee, or by any assignee of any
Mortgagee, or by any Lessor.

          D. Directory Listings. Landlord agrees to provide Tenant, at
Landlord's sole cost and expense, with a single listing of Tenant's name on the
directory in the lobby of the Building. Upon written request by Tenant, Landlord
agrees to provide Tenant with a reasonable number of additional listings on such
directory, at Tenant's sole cost and expense, provided that in all events,
Tenant shall be limited to a number of listings determined by multiplying
Tenant's Proportionate Share by the total number of spaces for listings on such
directory.

          E. Authority. If Tenant is a corporation, partnership, limited
liability company or other business entity, each individual executing this Lease
on behalf of Tenant hereby represents and warrants that Tenant is a duly formed
and validly existing entity qualified to do business in the State of New York
and that Tenant has full right and authority to execute and deliver this Lease
and that each person signing on behalf of Tenant is authorized to do so.

          F. Signage.

          (i) Tenant shall not exhibit, inscribe, paint or affix any sign,
advertisement, notice or other lettering on any portion of the Building or the
outside of the Premises without the prior written consent of Landlord in each
instance. A plan of all signage or other lettering proposed to be exhibited,
inscribed, painted or affixed shall be prepared by Tenant in conformity with
building standard signage requirements and submitted to Landlord for Landlord's
consent. If the proposed signage is acceptable to Landlord, Landlord shall
approve such signage or other lettering by written notice to Tenant. All signage
or other lettering which has been approved by Landlord shall thereafter be
installed by Landlord at Tenant's  sole cost and expense. Payment of all
charges therefor shall be deemed additional rent hereunder and shall be payable
within ten (10) days of rendition of a bill therefor. In the event Landlord
requires payment in advance for the installation of any such signage or other
lettering, no installation shall be commenced by Landlord until Landlord has
received payment in full.

                                       48
<PAGE>

          (ii) Upon installation of any such signage or other lettering, such
signage or lettering shall not be removed, changed or otherwise modified in any
way without Landlord's prior written approval. The removal, change or
modification of any signage or other lettering theretofore installed shall be
performed solely by Landlord at  Tenant's sole cost and expense. Tenant shall
not exhibit, inscribe, paint or affix on any part of the Premises or the
Building visible to the general public any signage or lettering including the
words "temporary" or "personnel".

          (iii) Any signage, advertisement, notice or other lettering which
shall be exhibited, inscribed, painted or affixed by or on behalf of Tenant in
violation of the provisions of this subsection may be removed by Landlord and
the cost of any such removal shall be paid by Tenant as additional rent within
ten (10) days of rendition of a bill therefor.

          (iv) Tenant shall not permit any machinery, equipment, sign, banner or
any other thing to protrude from the Premises to the exterior of the Building
beyond any plane of the exterior windows of the Premises or beyond the Premises
within the interior of the Building.

          G. Consents and Approvals. Wherever in this Lease Landlord's consent
or approval is required, if Landlord shall delay or refuse such consent or
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 set-off, counterclaim or defense) based
upon any claim or assertion by Tenant that Landlord unreasonably withheld or
unreasonably delayed its consent or approval. Tenant's sole remedy shall be an
action or proceeding to enforce any such provision, for specific performance,
injunction or declaratory judgment.

          H. Rent Control. In the event the Minimum Rent or additional rent or
any part thereof provided to be paid by Tenant under the provisions of this
Lease during the demised term shall become uncollectible or shall be reduced or
required to be reduced or refunded by virtue of any Legal Requirements, Tenant
shall enter into such agreements) and take such other steps as Landlord may
reasonably 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 (but not in excess of the amounts reserved under this
Lease). Upon the termination of such legal rent restriction (a) the Minimum Rent
and/or additional rent 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 promptly upon being billed, to the maximum extent
legally permissible, and amount equal to (i) the Minimum Rent and/or additional
rent which would have been paid pursuant to this Lease but for such legal rent
restriction, less (ii) the amounts paid by Tenant during the period such legal
rent restriction was in effect.

          I. Right to Relocate.

          (i) Notwithstanding anything contained in this Lease to the contrary,
Landlord shall have the right to substitute in lieu of the Premises alternative
space in the Building designated by Landlord (the "RELOCATION SPACE") effective
as of the date (the "RELOCATION EFFECTIVE DATE") set forth in a notice given to
Tenant (the "RELOCATION NOTICE"). The Relocation Space shall be reasonably
comparable to the Premises with respect to internal configuration, quality of
finish and rentable square foot area (i.e., plus or minus ten (10%) percent).
The Relocation Effective Date shall not be less than thirty (30) days following
the date upon which the Relocation Notice is given to Tenant. In the event that
Landlord exercises its rights hereunder, (a) Tenant shall deliver to Landlord
possession of the Premises on or before the Relocation Effective Date vacant and
broom clean, free of all occupancies and encumbrances and otherwise in
accordance with the terns, covenants and conditions of the Lease as if the
Relocation Effective Date were the Expiration Date, (b) effective as of the
Relocation Effective Date, the

                                       49
<PAGE>

term and estate hereby granted with respect to the Premises originally demised
hereunder shall terminate, the Relocation Space shall be deemed to be the
Premises and the Minimum Rent and additional rent payable under this Lease shall
be adjusted, if necessary, so as to reflect any difference between the deemed
rentable square foot area of the original Premises and said Relocation Space.

          (ii) Provided that Tenant is not in default under this Lease, Landlord
shall at Landlord's cost and expense, remove and reinstall Tenants' personal
property, trade fixtures and equipment in the Relocation Space ("LANDLORD'S
RELOCATION WORK"). Landlord shall complete Landlord's Relocation Work on or
before the Relocation Effective Date provided that Tenant cooperates with
Landlord and gives Landlord full access to the Premises to facilitate the
performance thereof.

          (iii) Following any relocation undertaken pursuant to this subsection,
Tenant shall promptly execute and deliver an agreement confirming such
relocation and fixing any corresponding adjustments in Minimum Rent and
additional rent payable under this Lease, but any failure to execute such an
agreement by Tenant shall not affect such relocation and adjustments as
determined by Landlord.

          J. Access to Premises. Subject to its reasonable security regulations,
Landlord agrees that the Building shall be accessible to Tenant and Tenant shall
have the use of at least one (1) elevator subject to call, twenty four (24)
hours a day,  seven, (7) days a week.

          K. Confidentiality. Tenant acknowledges that the terms and conditions
of this Lease are to remain confidential for Landlord's benefit, and may not be
disclosed by Tenant to anyone, by any manner or means, directly or indirectly,
without Landlord's prior written consent. In addition, the parties recognize and
agree that the damage to Landlord resulting from any breach by Tenant of the
foregoing confidentiality covenant will be substantial and will be impossible to
accurately measure. Tenant therefore agrees that if Tenant breaches such
confidentiality covenant, Tenant shall pay to Landlord as liquidated damages the
sum of $25,000.00. The consent by Landlord to any disclosures shall not be
deemed to be a waiver on the part of Landlord of any prohibition against any
future disclosure.

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


                                    104 West 40th Street Partners, LLC, Landlord

                                    By: /s/ Aby Rosen
                                        -----------------------------
                                        Name: Aby Rosen
                                        Title: Member


                                    Bridgeline Software, Inc. Tenant

                                    By: /s/ Gary M. Cebula
                                        -----------------------------
                                        Name: Gary M. Cebula
                                        Title: CFO


                                    52-2263942
                                    ------------------------
                                    Tenant's Tax ID Number



                                       50
<PAGE>

                                    EXHIBIT 1

                             FLOOR PLAN OF PREMISES

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL
LAYOUT OF THE PREMISES. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE
AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR
REPRESENTATION OF ANY KIND.



                          [SCHEMATIC PLAN APPEARS HERE]


<PAGE>

                                    EXHIBIT 2

                             CLEANING SPECIFICATIONS


      A. The following general cleaning will be performed nightly, Monday
through Friday, excluding union and legal holidays:

          (1) All carpeting will be vacuumed once per week and carpets swept, as
needed, the remaining four (4) nights.

          (2) All composition floor tiling will be swept and dust mopped with a
chemically treated mop for dust control one (1) time per week.

          (3) ALL desks will be dusted. Tenant personalty and work
product will not be moved:

          (4) Wastepaper baskets will be emptied and trash removed to a
designated location in the Premises. Plastic liners will be installed weekly
into all trash receptacles at Tenant's expense.

          (5) Wipe clean all water fountains and coolers; empty waste water.

      B. The following lavatory service will be performed Monday through
Friday, excluding union and legal holidays:

          (1) Porcelain fixtures will be scoured clean.

          (2) Both sides of toilet seats will be washed with a mild germicidal
              solution.

          (3) Bright work will be dry polished.

          (4) Trash receptacles will be emptied and cleaned, as needed.

          (5) Mirrors will be wiped clean.

          (6) Partitions will be wiped down, as necessary.

          (7) Shelves and counters will be wiped clean.

          (8) Floors will be mopped with a mild disinfectant.

          (9) Lavatory supplies will be furnished and installed at the
              Tenant's expense:

      C. The following shall be performed weekly:

          (1) All chairs, tables, cabinets and attachments will be dusted
              weekly. Tenant personalty and work product will not be moved.

          (2) Window sills will be dusted weekly. Tenant personalty and
              work product will not be moved.

<PAGE>

          (3) Moldings and ledges within hands' reach will be dusted weekly.

      D. The following shall be performed quarterly:

          (1) Dust in place all picture, frame, charts, graphs and similar wall
              hangings not reached in nightly cleaning.

          (2) Dust all vertical surfaces and walls, partition doors, door bucks
              and other surfaces not reached in nightly cleaning. Tenant
              personalty and work product will not be moved.

      E. Window Cleaning:

          (1) All windows are to be cleaned inside and outside two (2) times per
              year.





















<PAGE>

                                    EXHIBIT 3

                            FORM OF LETTER OF CREDIT

ISSUE DATE:________________
L/C NO.:___________________

APPLICANT:
************DIRECT**************                           [Tenant]
                                                           AMOUNT: USD $________

[LANDLORD]
c/o RFR Realty, LLC
400 PARK AVENUE
NEW YORK, NEW YORK 10022

GENTLEMEN:


We hereby establish our irrevocable standby letter of credit no.________________
in your favor for an aggregate amount not to exceed the amount indicated above,
expiring at our counters in New York with our close of business on ___________.

This letter of credit is available with the __________________ Bank, New York
against presentation of your draft at sight drawn on the ____________________
Bank, New York.

It is a condition of this irrevocable letter of credit that it shall be
automatically extended without amendment for additional one year periods from
the present or each future expiration date, unless at least 45 days prior to
such date we send you notice in writing by registered mail at the above address,
that we elect not to renew this letter of credit for such additional period.
However in no event shall this letter of credit be extended beyond the final
expiration date of _______________. Upon such notice to you, you may draw drafts
on us at sight for an amount not to exceed the balance remaining in this letter
of credit within the then applicable expiration date, accompanied by your dated
statement purportedly signed by one of your officials reading: "the amount of
this drawing USD _____________ under the Bank letter of credit number __________
represents funds due us as we have received notice from the _____________ - Bank
of its decision not to extend letter of credit number for an additional year,
and the obligation remains outstanding." We will not notify Applicant or any
other third party with respect to communications, or inquiries of Beneficiary,
including the presentation of the Letter of Credit for payment or any attempt to
draw against the Letter of Credit, until after the Letter of Credit has been
paid in accordance with the terms hereof.

This letter of credit is transferable in its entirety (but not in part) and
the ___________________ Bank only is authorized to act as the transferring bank.

We shall not recognize any transfer of this letter of credit until this original
letter of credit together with any amendments and a signed and completed
transfer form satisfactory to us is received by us.

Transfer charges are for the applicant's account. Forms are attached.. [Please
obtain forms from the Bank].

<PAGE>

The correctness of the signature and title of the person signing the transfer
forms must be verified by your bank.

In case of any transfer under this letter of credit, the draft and any required
statement must be executed by the transferee.

This letter of credit may not be transferred to any person with which U.S.
persons are prohibited from doing business under U.S. foreign assets control
regulations or other applicable U.S. laws and regulations.

All drafts must indicate: "Drawn under the Bank, New York letter of credit no.
dated ____________________."

The original letter of credit and all sight drafts must be presented for
drawing.

Except as otherwise expressly stated herein, this letter of credit is subject to
the Uniform Customs and Practice for documentary credits, 1993 Revision, ICC
Publication No. 500.

<PAGE>

                                   SCHEDULE A

                              RULES AND REGULATIONS

          (1) The rights of each tenant in the Building to the entrances,
corridors and elevators of the Building are limited to ingress to and egress
from such tenant's premises and no tenant shall use, or permit the use of the
entrances, corridors, or elevators for any other purpose. No tenant shall invite
to its premises, or permit the visit of persons in such numbers or under such
conditions as to interfere with the use and enjoyment of any of the plazas,
entrances, corridors, elevators and other facilities of the Building by other
tenants. No tenant shall encumber or obstruct, or permit the encumbrances or
obstruction of any of the sidewalks, plazas, entrances, corridors, elevators,
fire exits or stairways of the Building. Landlord reserves the right to control
and operate the public portions of the Building, the public facilities, as well
as facilities furnished for the common use of the tenants, in such manner as
Landlord deems best for the benefit of the tenants generally.

          (2) Landlord may refuse admission to the Building outside of ordinary
business hours to any person not known to the watchman in charge or not having a
pass issued by Landlord or not properly identified, and may require all persons
admitted to or leaving the Building outside of ordinary business hours to
register. All tenants' employees, agents and visitors shall be permitted to
enter and leave the Building whenever appropriate arrangements have been
previously made between Landlord and the tenant with respect thereto. Each
tenant shall be responsible for all persons for whom it requests such
permission andshall be liable to Landlord for all acts of such persons. Any
person whose presence in the Building at any time shall, in the judgment of
Landlord, be prejudicial to the safety, character, reputation or interests of
the Building or its tenants may be denied access to the Building or may be
ejected therefrom. In case of invasion, riot, public excitement or other
commotion Landlord may prevent all access to the Building during the continuance
of the same, by closing the doors or otherwise, for the safety of the tenants
and protection of property in the Building. Landlord may require any person
leaving the Building with any package or other object to exhibit a pass from the
tenant from whose premises the package or object is being removed, but the
establishment and enforcement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the premises of tenant. Landlord shall, in no way, be liable to
any tenant for damages or loss arising from the admission, exclusion or ejection
of any person to or from a tenant's premises or the Building under the
provisions of this rule.

          (3) No tenant shall obtain or accept for use in its premises ice,
drinking water, towels, barbering, boot blacking, floor polishing, lighting
maintenance, cleaning or other similar services from any persons not authorized
by Landlord in writing to furnish such services. Such services shall be
furnished only at such hours, in such places within the tenant's premises and
under such regulation as may be fixed by Landlord.

          (4) No window or other air-conditioning units shall be installed by
any tenant, and only such window coverings as are supplied or permitted by
Landlord shall be used in a tenant's premises.

          (5) There shall not be used in any space, nor in the public halls of
the Building, either by any tenant or by jobbers, or other in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.

<PAGE>

          (6) All entrance doors in each tenant's premises shall, be left locked
when the tenant's premises are not in use. Entrance doors shall not be left open
at any time. All windows in each tenant's premises shall be kept closed at all
times and all blinds therein above the ground floor shall be lowered when and as
reasonably required because of the position of the sun, during the operation of
the Building air-conditioning system to cool or ventilate the tenant's premises.

          (7) No noise, including the playing of any musical instruments, radio
or television, which, in the judgment of Landlord, might disturb other tenants
in the Building, shall be made or permitted by any tenant. No dangerous,
inflammable, combustible or explosive object, material or fluid shall be brought
into the Building by any tenant or with the permission of any tenant.

          (8) All damages resulting from any misuse of the plumbing fixtures
shall be borne by the tenant who, or whose servants, employees, agents, visitors
or licensees, shall have caused the same.

          (9) No additional locks or bolts of any kind shall be placed upon any
of the doors or windows in any tenant's premises and no lock on any door therein
shall be changed or altered in any respect. Duplicate keys for a tenant's
premises and toilet rooms shall be procured only from Landlord, which may make a
reasonable charge therefore: Upon the termination of a tenant's lease, all keys
of the tenant's premises and toilet rooms shall be delivered to Landlord.

          (10) Each tenant, shall, at its expense, provide artificial light in
the premises for Landlord's agents, contractors and employees while performing
janitorial or other cleaning services and making repairs or alterations in said
premises.

          (11) No tenant shall install or permit to be installed any vending
machines.

          (12) No animals or birds, bicycles, mopeds or vehicles of any kind
shall be kept in or about the Building or permitted therein.

          (13) No furniture, office equipment, packages or merchandise will be
received in the Building or carried up or down in the elevator, except between
such hours as shall be designated by Landlord. Landlord shall prescribe the
charge for, freight elevator use and the method and manner in which any
merchandise, heavy furniture, equipment or safes shall be brought in or taken
out of the Building, and also the hours at which such moving shall be done. Any
reserved usage of the freight elevator shall be in minimum increments of four
(4) hours. No furniture, office equipment, merchandise, large packages or
parcels shall be moved or transported in the passenger elevators at any time.

          (14) All lighting fixtures hung in offices or spaces along the
perimeter of any tenant's Premises must be fluorescent, of a quality, type,
design and bulb color approved by Landlord unless the prior consent of Landlord
has been obtained for other limping.

          (15) The exterior windows and doors that reflect or admit light and
air into any premises or the halls, passageways or other public places in the
Building, shall not be covered or obstructed by any tenant, nor shall any
articles be placed on the windowsills.

          (16) Canvassing, soliciting and peddling in the Building is
prohibited' and each tenant shall cooperate to prevent same.

          (17) No tenant shall do any cooking, conduct any restaurant,
luncheonette or cafeteria for the sale or service of food or beverages to its
employees or to others, except as expressly approved in


<PAGE>

writing by Landlord In addition, no tenant shall cause or permit any odors of
cooking or other processes or any unusual or objectionable odors to emanate from
the premises. The foregoing shall not preclude tenant from having food or
beverages delivered to the premises, provided that no cooking or food
preparation shall be carried out at the premises.

          (18) No tenant shall generate, store, handle, discharge or otherwise
deal with any hazardous or toxic waste, substance or material or oil or
pesticide on or about the Real Property.

<PAGE>

                                   SCHEDULE B

                                 LANDLORD'S WORK

        Landlord shall, at its expense, perform the following work and
installations ("Landlord's Work") all of which shall be of material, design,
capacity, finish and color (if applicable) to the standard adopted by Landlord
for the Building (but in no event more than the type and quantity of work set
forth below).

          Landlord shall build out the Premises in Building standard manner,
          substantially accordance with Schedule B-1 annexed hereto and made a
          part hereof.

          Landlord shall provide wood trim around two (2) glass side lights
          as described on Schedule B-1.

          Landlord shall provide wood trim on the conference room wall as
          described on Schedule B-1.

          Landlord shall provide the Tenant Upgrades as set forth on Schedule
          B-2. Simultaneously with the execution and delivery of this Lease,
          Tenant shall pay to Landlord the sum of $7,194.00, representing
          payment for the Tenant Upgrades.


<PAGE>

                                  SCHEDULE B-1

                       SPECIFICATIONS FOR LANDLORD'S WORK

THIS IS A SCHEMATIC PLAN AND IS INTENDED ONLY TO SHOW THE PROPOSED GENERAL
LAYOUT OF THE PREMISES. ALL MEASURES, DISTANCES AND DIMENSIONS ARE APPROXIMATE
AND NOT TO SCALE. THE DEPICTIONS HEREON DO NOT CONSTITUTE A WARRANTY OR
REPRESENTATION OF ANY KIND.


                     [SCHEMATIC PREMISES PLAN APPEARS HERE]
<PAGE>

                                                               November 25, 2003

Re: Bridgeline
    104 West 10th Dtreet - 10th Floor
    New York, NY 10018
    Proposal No. 03-2575R4

                           PRELIMINARY SCOPE OF WORK
                           -------------------------
<TABLE>
<CAPTION>
<S>     <C>
Item #                        Description       Toaal Quantity          Unit

1       Hollow Metal & Hardware
        -----------------------
        Furnish & deliver Schalge D-Series Athens Lever handle          1       ea.
        D50PD\US26D, four (4) pairs Stanley #CB 1960xUSD32D hinge,
        Ives #438 stop, three (3) #20 Ives gray rubber - closer
        Furnish & deliver Schalge D-Series Athens Lever handle          1       ea.
        D50PD\US26D, four (4) pairs Stanley #CB 1960xUSD32D hinge,
        Ives #438 stop, three (3) #20 Ives gray rubber - closer
        Furnish & deliver Schalge D-Series Athens Lever handle          8       ea.
        D50PD\US26D, two (2) pairs Stanley #CB 1960xUSD32D hinge,
        Ives #438 stop, three (3) #20 Ives gray rubber
        Furnish & deliuver pocket door hardware                         1       ea.
        Furnish & deliver sliding door hardware                         1       ea.
        Furnish & deliver 3'0" x 8'0" KD hollow metal frame             7       ea.
        Furnish & deliver 4'0" x 8'0" KD hollow metal frame             2       ea.
        Furnish & deliver 6'0" x 8'0" KD welded hollow metal frame      1       ea.
2       DRYWALL, CARPENTRY & CEILINGS
        -----------------------------
        Furnish & install 1'6" x 8'0" trimmed sheetroxk opening to      2       ea.
        receive sidelight glass
        Furnish & install 24" x 24" regular lay-in exposed spline   2,656       sq. ft.
        suspended acousticval ceiling, Armstrong beveled edge
        #1912 "Ultima", color white, in 9/16" Superfine white
        exposed tee grid
        Furnish & install 4'0" x 8'0" x 3/4" plywood panel in           1       ea
        telephone room
        Furnish & install bulding standard window pockets              60       lin. ft.
        Furnish and install drywall partitions using two and          228       lin. ft.
        one-half (2 1/2") metal studs, twenty-four (24) inches
        on center, six (6") inches above hung ceiling and (1)
        layer of five-eight (5/8") gypsum board. Tape and spackle
        to receive building standard paint.

        Handle and install 2'6"/3'0"x8'0" hollow metal frames - KD     10       ea.
        Handle and install 3'0"x8'0" hollow metal frame - welded        1       ea.
        Patch floor below true to MEP work                              1       lot
        Provide hip pocket door condition                               1       ea.
        Close door opening                                              1       ea.
</TABLE>

                                  Page 6 of 8

Tri-Star Construction Corporation - 770 Lexington Avenue - New York, N.Y. 10021
<PAGE>

                                                               November 25, 2003

Re: Bridgeline
    104 West 10th Dtreet - 10th Floor
    New York, NY 10018
    Proposal No. 03-2575R4

                           PRELIMINARY SCOPE OF WORK
                           -------------------------
<TABLE>
<CAPTION>
<S>     <C>
Item #                        Description       Toaal Quantity          Unit

3       ARCHITECTURAL WOODWORK
        ----------------------
        Furnish and install 2'6"/3'0" x 8'0" solid core wood door      11       ea.
        with cherry finish
        Furnish & install plastic laminated upper and lower             6       lin. ft.
        cabinets at pantry
        Furnish and install 3'0" x 8'0" solid core wood door with       1       pair
        cherry finish [illegible]
        Furnish and install 3'0" x 8'0" solid core wood door with       1       ea.
        cherry finish - pocket door
        Furnish & install coat closet interior                          5       lin. ft.
        Furnish & install wood frame at Conference Room                 5       ea.
        Furnish & install wood frame at Private Offices                 2       ea.
4       Glass & Glazing
        ---------------
        Furnish & install 18" x 96" x 3/8" clear tempered glass         2       ea.
        set in top and bottom surface mounted channels
        Furnish & install 96" x 3/8" clear tempered glass set          14       lin. ft.
        in top and bottom surface mounted channels - Conference
        Room wall
5       PAINTING
        --------
        Paint wall with two (2) finish coats of Benjamin Moore      4,248       sq. ft.
        Latex paint in satin finish
        Paint hollow metal frame with two (2) coats of semi-gloss      11       ea.
        enamal
        Allow for painting of metal convectors with two (2) coats      66       lin. ft.
        of semi-gloss enamal
        Allow for painting core walls, interior and exterior1       2,520       sq. ft.
        columns, etc.
6       CARPET & RESILIENT FLOORING
        ---------------------------
        Furnish & install building standard carpet via direct glue    310       sq. yd.
        down -  based upon labor and material allowance of $25.00
        per square yard

        Furnish & install 1" vinly base                               760       lin. ft.
        Prepare flooe slab to receive new finish                    2,656       sq. ft.
7       HVAC
        ----
        Furnish & install constant air distribution system for      3,532       sq. ft.
        demised space including new diffusers and returns
</TABLE>

                                  Page 7 of 8

Tri-Star Construction Corporation - 770 Lexington Avenue - New York, N.Y. 10021
<PAGE>

                                                               November 25, 2003

Re: Bridgeline
    104 West 10th Dtreet - 10th Floor
    New York, NY 10018
    Proposal No. 03-2575R4

                           PRELIMINARY SCOPE OF WORK
                           -------------------------
<TABLE>
<CAPTION>
<S>     <C>
Item #                        Description       Toaal Quantity          Unit

9       PLUMBING
        --------
        Furnish & install pantry sink consisting of Elkay               1       ea.
        "Celebrity" #ADAI - 2521 stainless steel & Delta #462
        chrome pull out spray with lever handle
        Allow to furnish & install thirty (30) feet of roughing        30       lin. ft.
9       ELECTRIC
        --------
        Allow to furnish & install exit lights (Lightolier SE-EGLID     3       ea.
        Series Edge Lite)
        Allow to furnish & install single pole light switch            11       ea.
        (Leviton Decora Rocker White)
        Furnish & install 20-amp separate circuit duplex receptacle     3       ea.
        Furnish & install buliding standard 2'0" x 2'0"/4'0" light     47       ea.
        fixture (Mark Lighting Aurora Series) with side mounted
        perforated shields

        Furnish & install one (1) duplex receptacle (Leviton White)    13       ea.
        Furnish & install one (1) quad receptacle (Leviton White)       7       ea.
        Furnish & install one (1) telephone/data stub-up                9       ea.
        Furnish and install homeruns                                    9       ea.
10      FIRE ALARM - ALLOWANCE
        ----------------------
        Provide for fire alarm work                                 3,532       sq. ft.
11      STONEWORK
        ---------
        Furnish & install stone flooring in Reception Area based      192       sq. ft.
        upon $25.00 per square feet labor and material allowance
</TABLE>

                                  Page 8 of 8

Tri-Star Construction Corporation - 770 Lexington Avenue - New York, N.Y. 10021
<PAGE>

                                  SCHEDULE B-2

                                TENANT UPGRADES

                                                               November 25, 2003

    RFR
---------------
RFR Realth, LLC


                        Re: Bridgeline
                            104 West 10th Dtreet - 10th Floor
                            New York, NY 10018
                            Proposal No. 03-2575R4

                        Please initial below to accept tenant upgrade.

                        LIST OF TENANT UPGRADES
                        -----------------------

                        Tenant Upgrade #1                               Approved
                        -----------------                               --------

                        Furnish & install three (3) separate
                        circuit outlet for L.T. room

                                            Add the sum of $1,770.00      jmc

521 FIFTH AVENUE

NEW YORK, NY 10175      Tenant Upgrade #2
                        -----------------
PHONE (212) 883-0526
                        Furnish & install six (6) wall-mounted
FAX (212) 883-0529      electric whips for furniture system

                                            Add the sum of $5,424.00      jmc

<PAGE>

                                  SCHEDULE C- l
                    REQUIREMENTS FOR PLANS AND SPECIFICATIONS

     Tenant shall submit two (2) sepias and four (4) prints each (as well as the
mylars specified in subparagraph (xx) below, and one (1) additional sepia if
structural engineering is anticipated) of final and completed dimensioned and
detailed Plans and Specifications. Plans and Specifications shall also be
submitted in CADD format on disk. The Plans and Specifications must comply with
all Legal Requirements. The Plans and Specifications shall be stamped and sealed
by Tenant's architect and shall include the following:

          (i)       Reflected ceiling layouts and locations, including exit
lights and special area lighting specification for inclusion in engineer's
contract documents.

          (ii)      Equipment loads (Btu/hr., voltage, amperage, phase, waits,
etc.) and requirements for general work stations, as well as special areas, such
as telephone equipment rooms, copy rooms, edit rooms, etc.

          (iii)     Areas requiring 24-hour air conditioning or areas requiring
air conditioning after normal operating hours for the Building.

          (iv)      Power and telephone layouts and locations.

          (v)       Emergency power requirements, including specific electric
equipment and air conditioning equipment.

          (vi)      Temperature and humidity requirements for all special areas
other than office spaces.

          (vii)     Rooms to have individual zone control (VAV boxes, etc.).

          (viii)    Population (i.e., number of people per area).

          (ix)      Noise criteria and acoustical design criteria for special
areas.

          (x)       Requirements for redundant air conditioning systems
(communications rooms, computer rooms, etc.).

          (xi)      Compressed air requirements, including SCFM, pressure,
valving, etc. In addition, provide division of responsibility for specific
equipment (i.e., Landlord or contractor supplied).

          (xii)     Equipment requiring special exhaust.

          (viii)    General conditions and special supplemental conditions for
specifications.

          (xiv)     Fire protection for special areas (preaction sprinkler,
sprinkler, smoke and heat detectors, etc.).

          (xv)      Raised floor areas, including heights of raised floors, etc.
<PAGE>

          (xvi)     Plumbing requirements (types of fixtures, etc.), including
division of responsibility for specifying fixtures.

          (xvii)    Paging requirements.

          (xviii)   A full set of architectural drawings (including fire-rated
wall sections, elevations, etc.).

          (xix)     Security, data and audio/visual requirements (sizes).

          (xx)      Wash-off, reverse reading, half-tone mylars, without
dimensions, of the following drawings:

                   (a) Three (3) per floor - reflected ceiling plan)
                   (b) One (1) per floor - power and telephone plan.
                   (c) One (1) per floor - construction plan (to be used for
                       plumbing layout, if applicable).

          (xxi)     Location and details of common corridor, if applicable.

          (xxii)    Color and finish specifications.

          (xxiii)   Any and all information as may be reasonably necessary to
complete the Alterations in the Premises.
<PAGE>

                                  SCHEDULE C-2

                             CONSTRUCTION PROCEDURES

          (1)       The Plans and Specifications as required by Schedule C-1 are
to be delivered to Landlord's Vice President of Construction (the
"VP/Construction"), and shall be distributed as follows:

          One (1) set to be retained by the VP/Construction
          One (1) set to Landlord's Consulting Engineer
          One (1) set to Landlord's Consulting Architect
          One (1) set to the Building Manager

          (2)       The VP/Construction shall set the date for the meeting with
the engineer, architect and building manger to discuss the Plans and
Specifications, submit comments and incorporate any response.

          (3)       No construction shall be permitted unless the building
manager has a copy of the approved Plans and Specifications as well as
Landlord's approval letter.

          (4)       If any Alterations require Permits, all applications
therefor must be submitted to:

                    Vice President of Construction
                    RFR Realty LLC
                    757 Third Avenue - 7th floor
                    New York, New York 10017

          (5)       The President of RFR Realty, LLC is the only individual
authorized to sign any Permit applications.

          (6)       All submissions must use the Building Department Filings
Approval Form, the Plans and Specifications Approval Form and the Comments to
Plans and Specifications Form, copies of which are annexed hereto.
<PAGE>

                                 RFR Realty LLC
                                 400 Park Avenue
                            New York, New York 10022

                    BUILDING DEPARTMENT FILINGS APPROVAL FORM

            DATE:        _______________________________________________
            LESSEE:      _______________________________________________
            PREMISES:    _______________________________________________
            OWNER:       _______________________________________________
            LEASE DATE:  _______________________________________________
            FORMS:       _______________________________________________

                       (IDENTIFY FORMS WHICH WERE SIGNED)

     YOU HAVE REQUESTED THAT WE SIGN THE ABOVE-REFERENCED NEW YORK CITY BUILDING
DEPARTMENT FORMS (THE "FORMS") IN CONNECTION WITH YOUR PROPOSED ALTERATIONS IN
THE PREMISES IN ORDER TO EXPEDITE YOUR APPLICATION PROCESS WE HAVE AGREED TO
SIGN THE FORMS ON YOUR BEHALF THE SIGNING OF THE FORMS DOES NOT CONSTITUTE AN
APPROVAL OF YOUR PLANS AND SPECIFICATIONS, YOUR PROPOSED WORK OR ANY OTHER
ASPECTS OF THE PROPOSED ALTERATIONS, NOR SHALL IT BE DEEMED TO BE AN APPROVAL OR
AN ACKNOWLEDGEMENT OF THE LAYOUT, FUNCTIONALITY OR ANY OTHER ASPECT OF YOUR
PROPOSED WORK, IT BEING UNDERSTOOD AND AGREED THAT THE SIGNING OF THESE FORMS IS
SIMPLY AN ACCOMMODATION TO YOU AND IS MADE WITHOUT ANY RECOURSE OR LIABILITY ON
THE PART OF THE OWNER OR ITS MANAGER AND IS NOT INTENDED TO IMPLY ANY AGREEMENT,
UNDERSTANDING OR OBLIGATION ON THE PART OF OWNER OR MANAGER THE SIGNING OF THE
FORMS CANNOT BE RELIED UPON OR USED BY YOU OR OTHERS IN ANY DISPUTE WITH OWNER
OR MANAGER EXCEPT FOR THE SOLE PURPOSE OF PROVING THAT OWNER SIGNED THE FORMS .

                                       Very truly YOURS,

                                       RFR REALTY LLC


                                       By: ______________________________
                                           Name: Frank Spadatora
                                           Title: Vice President, Construction
AGREED:

LESSEE:
By:__________________________
   Authorized Representative/Title:_____________


<PAGE>

                                 RFR Realty LLC
                                 400 Park Avenue
                            New York, New York 10022

                     PLANS AND SPECIFICATIONS APPROVAL FORM

            DATE:        _______________________________________________
            LESSEE:      _______________________________________________
            PREMISES:    _______________________________________________
            OWNER:       _______________________________________________
            LEASE DATE:  _______________________________________________
            FORMS:       _______________________________________________
                       (Include Dates, Architect's Name And Sheet Numbers)


YOU HAVE REQUESTED THAT WE APPROVE THE PLANS AND SPECIFICATIONS REFERRED. TO
ABOVE (THE "PLANS") IN CONNECTION WITH YOUR PROPOSED ALTERATIONS TO THE
PREMISES. OUR APPROVAL OF THE PLANS, YOUR PROPOSED WORK OR ANY OTHER ASPECT OF
THE ALTERATIONS, IS SOLELY FOR THE BENEFIT OF THE OWNER AND SHALL NOT BE DEEMED
TO BE AN APPROVAL OR ACKNOWLEDGMENT WITH RESPECT TO THE LAYOUT OR THE
FUNCTIONALITY OF YOUR DESIGN OR ANY OTHER ASPECT OF YOUR WORK, IT BEING
UNDERSTOOD AND AGREED THAT THE APPROVAL OF THE PLANS IS WITHOUT ANY RECOURSE OR
LIABILITY ON THE PART OF THE OWNER OR ITS MANAGER AND IS NOT INTENDED TO IMPLY
ANY AGREEMENT, UNDERSTANDING OR OBLIGATION ON THE PART OF OWNER OR MANAGER. THE
APPROVAL CANNOT BE USED BY YOU OR OTHERS IN ANY DISPUTE WITH OWNER OR MANAGER
EXCEPT FOR THE SOLE PURPOSE OF PROVING THAT YOU HAVE COMPLIED WITH THE
PROVISIONS OF THE LEASE REQUIRING YOU TO OBTAIN OWNER'S APPROVAL OF THE PLANS
OUR COMMENTS TO THE PLANS, IF ANY, ARE SET FORTH ON THE ATTACHED COMMENT FORM.

                                       Very truly YOURS,

                                       RFR REALTY LLC


                                       By: ______________________________
                                           Name:
                                           Title:
AGREED:

LESSEE:
By:__________________________
   Authorized Representative/Title:_____________
<PAGE>

                                 RFR REALTY LLC
                                 400 Park Avenue
                            New York, New York 10022

                      COMMENTS TO PLANS AND SPECIFICATIONS


            DATE:        _______________________________________________
            LESSEE:      _______________________________________________
            PREMISES:    _______________________________________________
            OWNER:       _______________________________________________
            LEASE DATE:  _______________________________________________
            FORMS:       _______________________________________________
                       (Include Dates, Architect's Name And Sheet Numbers)


[_]    NOT APPROVED                    Comments need to be addressed in writing
                                       and shown on plans, which need to be
                                       re-submitted.



[_]    PRELIMINARY APPROVAL            You may  proceed with only the work that
                                       has been approved on the drawings that
                                       require no additional comments or
                                       changes.


[_]    FINAL APPROVAL

COMMENTS:

______________________________________________________

______________________________________________________

______________________________________________________





                                       Very truly YOURS,

                                       RFR REALTY LLC


                                       By: ______________________________
                                           Name: Frank Spadatora
                                           Title: Vice President, Construction
<PAGE>

                                   SCHEDULE D

                   Current Construction Insurance Requirements

LIABILITY LIMITATIONS

Comprehensive or Commercial General Liability Insurance written on an occurrence
basis, to afford protection of $3,000,000 combined single limit for personal
injury, bodily injury and/or death and Broad Form property damage arising out of
any one occurrence; and which insurance shall include coverage for
premises-operations (including explosion, collapse and underground coverage),
elevators, contractual liability, owner's and contractor's protective liability,
and completed operations liability.

Comprehensive Auto Liability Insurance covering the use of all owned, non-owned
and hired vehicles with bodily injury and property damage coverage, all on a per
occurrence basis, at a combined single limit of $1,000,000.

Workmen's Compensation Insurance providing statutory benefits for contractor's
employees and Employer's Liability Coverage in an amount not less than
$100,000/$500,000/$100,000.

Property coverage damage to or loss of use of contractor's equipment.

CERTIFICATE HOLDER

[LANDLORD]
c/o RFR Realty LLC
400 PARK AVENUE
New York, New York 10022

ADDITIONAL INSUREDS

[LANDLORD]

RFR Realty LLC

In addition to listing each of the Additional Insured parties, as noted above,
the Certificate of Insurance, general liability form, shall state that "The
General Aggregate limited applied separately to each project."

The name and address of the Additional Insureds shall appear on the Certificate
of Insurance. The insurance agent's address and telephone number is also
required.
</TEXT>
</DOCUMENT>
