LEASE

        LEASE dated as of December 31, 1999, between 1440 BROADWAY PARTNERS, LLC

("LANDLORD"), a Delaware limited liability company, having an office c/o Max

Capital Management Corp., 230 Park Avenue, New York, New York 10169, and

ABOUT.COM, INC. ("TENANT"), a Delaware corporation having an office at 220 East

42nd Street, New York, New York 10017.



                                   WITNESSETH:

                                   ARTICLE 1 1
                          DEMISE, PREMISES, TERM, RENTS

      1.01  Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the premises hereinafter described, in the building located at 1440
Broadway, in the Borough of Manhattan, City, County and State of New York
(hereinafter referred to as the "BUILDING"), on the parcel of land more
particularly described in Exhibit A (hereinafter referred to as the "Land"), for
the term hereinafter stated, for the rents hereinafter reserved and upon and
subject to the conditions (including limitations, restrictions and reservations)
and covenants hereinafter provided. Each party hereby expressly covenants and
agrees to observe and perform all of the conditions and covenants herein
contained on its part to be observed and performed.

      1.02  (a)   (i) The premises hereby leased to Tenant are the entire
rentable areas of the eighteenth (18th), nineteenth (19th) and twentieth (20th)
floors of the Building, as shown on the floor plans annexed hereto as EXHIBIT B.
Said premises together with all fixtures and equipment which at the
commencement, or during the Term (as hereinafter defined), of this lease are
attached thereto (except items not deemed to be included therein and removable
by Tenant as provided in Article 14) constitute and are hereinafter referred to
as the "PHASE I PORTION". The entire 19th floor of the Building is hereinafter
referred to as the "19TH FLOOR."

                  (ii) Landlord and Tenant acknowledge that a portion of the
19th Floor is occupied by a tenant (the "19TH FLOOR TENANT") whose lease expired
on December 31, 1999. Landlord represents to Tenant that Landlord has commenced,
and is diligently prosecuting, a 


                                       1
<PAGE>

holdover action against the 19th Floor Tenant. Landlord's failure or inability
to have the 19th Floor Tenant removed from the 19th Floor despite using such
diligent efforts shall not be a default by Landlord and shall not entitle Tenant
to exercise any rights or remedies whatsoever, except as otherwise expressly
provided in subsection 4.02(i) below.

            (b) Landlord and Tenant acknowledge that Landlord presently leases
to various tenants (collectively, the "PHASE II TENANTS") portions of the
seventeenth (17th) floor of the Building, substantially where shown on the floor
plan annexed hereto as EXHIBIT B1, pursuant to various leases (collectively, the
"PHASE II LEASE"), the latest fixed expiration date of which is April 30, 2001
(taking into account Landlord's timely exercise of any termination rights of
Landlord contained in the Phase II Lease). The entire seventeenth (17th) floor
of the Building, together with all fixtures and equipment which on the Phase II
Effective Date (as hereinafter defined), or during the Term of this lease after
the Phase II Effective Date are attached thereto (except items not deemed to be
included therein and removable by Tenant as provided in Article 14) constitute
and are hereinafter referred to as the "PHASE II PORTION" and are identified as
such on said EXHIBIT B1. Those portions of the Phase II Portion which, on the
date hereof or from time to time hereafter prior to the Phase II Effective Date,
are, or become, vacant and free of tenancies and other occupancy agreements, are
hereinafter collectively referred to as the "VACANT PHASE II PORTION."

            (c) Landlord and Tenant further acknowledge that Landlord presently
leases to various tenants (collectively, the "PHASE III TENANTS"), pursuant to
various leases (collectively, the "PHASE III LEASE"), the latest fixed
expiration date of which is October 31, 2000 (taking into account Landlord's
timely exercise of any termination rights of Landlord contained in the Phase III
Lease), portions of the twenty-first (21st) floor of the Building, substantially
where shown on the floor plan annexed hereto as EXHIBIT B2. The entire
twenty-first (21st) floor of the Building, together with all fixtures and
equipment which on the Phase III Effective Date (as hereinafter defined), or
during the Term of this lease after the Phase III Effective Date are attached
thereto (except items not deemed to be included therein and removable by Tenant
as provided in Article 14) constitute and are hereinafter referred to as the
"PHASE III PORTION" and are identified as such on said EXHIBIT B2. Those
portions of the Phase III Portion which, on the date hereof or from time to time
hereafter prior to the Phase III Effective Date, are, or become, vacant and free
of tenancies and other occupancy agreements, are hereinafter collectively
referred to as the "VACANT PHASE III PORTION."

            (d) Landlord and Tenant further acknowledge that Landlord presently
leases to Federated Department Stores, Inc. (the "PHASE IV TENANT"), pursuant to
a lease dated August 1, 1997, as amended by agreement dated June 30, 1997 (the
"PHASE IV LEASE") which is fixed to expire on December 31, 2002, the entire
thirteenth (13th) floor of the Building, substantially where shown on the floor
plan annexed hereto as EXHIBIT B3. The entire thirteenth (13th) floor of the
Building, together with all fixtures and equipment which on the PHASE IV
Effective Date (as hereinafter defined), or during the Term of this lease after
the PHASE IV Effective Date are attached thereto (except items not deemed to be
included therein and removable by Tenant as provided in Article 14) constitute
and are hereinafter referred to as the "PHASE IV PORTION" and are identified as
such on said EXHIBIT B3.


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<PAGE>

            (e) At any time after the date of this lease, Tenant shall have the
right to request Landlord to perform in the Vacant Phase II Portion (as of the
date of such request), the Landlord's Work in respect of the Phase II Portion,
Tenant hereby agreeing that portions of the Landlord's Work to make the Vacant
Phase II Portion "ready for occupancy" (as defined in Article 4 hereof) may not
be capable of being substantially completed during such time that the Phase II
Portion is occupied by any of the Phase II Tenants. If Tenant makes such
request, Landlord agrees promptly to meet with Tenant to discuss and agree upon,
if possible, a schedule for Landlord to substantially complete the Landlord's
Work in the balance of the Phase II Portion after the Phase II Tenants have
vacated the Phase II Portion. If Landlord and Tenant cannot agree upon such a
schedule that is reasonably acceptable to both Landlord and Tenant, then
Landlord shall have no obligation to perform any Landlord's Work in the Vacant
Phase II Portion prior to all Phase II Tenants vacating the Phase II Portion. If
Landlord and Tenant agree upon a schedule that is reasonably acceptable to both
Landlord and Tenant, then, provided no Event of Default exists, Landlord shall
commence promptly (and thereafter proceed with due diligence) the Landlord's
Work in respect of the Phase II Portion in such Vacant Phase II Portion.
Notwithstanding anything contained in this lease which may be deemed to the
contrary, there shall be no penalties assessed against Landlord, and Tenant
shall have no rights or remedies against Landlord, in the event that the
Landlord's Work to be performed in the Vacant Phase II Portion (as opposed to
the entire Phase II Portion) is not completed by a certain date. From and after
the date (the "VACANT PHASE II EFFECTIVE DATE") that such Vacant Phase II
Portion is "ready for occupancy" (as defined in Article 4 hereof), such Vacant
Phase II Portion shall be added to the Phase I Portion as the premises leased
and demised to Tenant under this lease. From and after the date (the "PHASE II
EFFECTIVE DATE") that the entire Phase II Portion is "ready for occupancy" (as
defined in Article 4 hereof), the entire Phase II Portion (if no portion of the
Phase II Portion had previously been added to the Phase I Portion) or the
balance of the Phase II Portion (if any portion of the Phase II Portion had
previously been added to the Phase I Portion), as the case may be, shall be
added to the Phase I Portion as the premises leased and demised to Tenant under
this lease.

            (f) At any time after August 31, 2001, Tenant shall have the right
to request Landlord to perform in the Vacant Phase III Portion (as of the date
of such request), the Landlord's Work in respect of the Phase III Portion,
Tenant hereby agreeing that portions of the Landlord's Work to make the Vacant
Phase III Portion "READY FOR OCCUPANCY" (as defined in Article 4 hereof) may not
be capable of being substantially completed during such time that the Phase III
Portion is occupied by any of the Phase III Tenants. If Tenant makes such
request, Landlord agrees promptly to meet with Tenant to discuss and agree upon,
if possible, a schedule for Landlord to substantially complete the Landlord's
Work in the balance of the Phase III Portion after the Phase III Tenants have
vacated the Phase III Portion. If Landlord and Tenant cannot agree upon such a
schedule that is reasonably acceptable to both Landlord and Tenant, then
Landlord shall have no obligation to perform any Landlord's Work in the Vacant
Phase III Portion prior to all Phase III Tenants vacating the Phase III Portion.
If Landlord and Tenant agree upon a schedule that is reasonably acceptable to
both Landlord and Tenant, then, provided no Event of Default exists, Landlord
shall commence promptly (and thereafter proceed with due diligence) the
Landlord's Work in respect of the Phase III Portion in such Vacant Phase III


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<PAGE>

Portion. Notwithstanding anything contained in this lease which may be deemed to
the contrary, there shall be no penalties assessed against Landlord, and Tenant
shall have no rights or remedies against Landlord, in the event that the
Landlord's Work to be performed in the Vacant Phase III Portion (as opposed to
the entire Phase III Portion) is not completed by a certain date. From and after
the date (the "VACANT PHASE III EFFECTIVE DATE") that such Vacant Phase III
Portion is "ready for occupancy" (as defined in Article 4 hereof), such Vacant
Phase III Portion shall be added to the Phase I Portion (and to the Phase II
Portion, to the extent that the Phase II Portion was previously added to the
Phase I Portion as the premises leased and demised to Tenant under this lease)
as the premises leased and demised to Tenant under this lease. From and after
the date (the "PHASE III EFFECTIVE DATE") that is the later of (i) October 31,
2000, and (ii) the date on which the entire Phase III Portion is "ready for
occupancy" (as defined in Article 4 hereof), the entire Phase III Portion (if no
portion of the Phase III Portion had previously been added to the Phase I
Portion) or the balance of the Phase III Portion (if any portion of the Phase
III Portion had previously been added to the Phase I Portion) shall be added to
the Phase I Portion (and to the Phase II Portion, to the extent that the Phase
II Portion was previously added to the Phase I Portion as the premises leased
and demised to Tenant under this lease) as the premises leased and demised to
Tenant under this lease.

            (g) From and after the date (the "PHASE IV EFFECTIVE DATE") that is
the later of (i) December 1, 2002,and (ii) the date on which the PHASE IV
Portion is "ready for occupancy" (as defined in Article 4 hereof), the PHASE IV
Portion shall be added to the PHASE I Portion (and to the PHASE II Portion
and/or to the PHASE III Portion, to the extent that the Phase II Portion and/or
the PHASE III Portion were previously added to the PHASE I Portion as the
premises leased and demised to Tenant under this lease) as the premises leased
and demised to Tenant under this lease.

            (h) The Phase I Portion constitutes and is herein referred to as the
"DEMISED PREMISES," subject to the balance of this subsection (h), except that
if the Commencement Date has occurred but (i) the 19th Floor is not "ready for
occupancy," and (ii) neither Tenant, nor any person or entity claiming by,
through or under Tenant, has occupied any portion of the 19th Floor for the
transaction of business, then, except as otherwise provided in subsection
4.02(l) below, the 19th Floor shall only be added to, and shall only constitute
a part of, the "DEMISED PREMISES" on the date (the "19TH FLOOR EFFECTIVE DATE")
which is the earlier of (A) the date on which the entire 19th Floor is "ready
for occupancy" (as defined in Article 4 hereof) and (B) the date Tenant, or
person or entity claiming by, through or under Tenant, first occupies any
portion of the 19th Floor for the transaction of business. From and after the
Vacant Phase II Effective Date (if any), the Vacant Phase II Portion shall be
added to, and shall constitute a part of, the "DEMISED PREMISES." From and after
the Phase II Effective Date, the balance of the Phase II Portion (if the Vacant
Phase II Effective Date occurred) or the entire Phase II Portion (if the Vacant
Phase II Effective Date has not occurred) shall be added to, and constitute a
part of, the "DEMISED PREMISES." From and after the Vacant Phase III Effective
Date (if any), the Vacant Phase III Portion shall be added to, and shall
constitute a part of, the "DEMISED PREMISES." From and after the Phase III
Effective Date, the balance of the Phase III Portion (if the Vacant Phase III
Effective Date occurred) or the entire Phase III Portion (if the Vacant Phase
III Effective Date has not occurred) shall be added to, and constitute a part
of, the "DEMISED PREMISES." From and


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<PAGE>


after the Phase IV Effective Date, the Phase IV Portion shall be added to, and
constitute a part of, the "DEMISED PREMISES."

            (i) Notwithstanding the fact that the latest fixed expiration date
of the Phase II Lease is April 30, 2001 (taking into account Landlord's timely
exercise of any termination rights of Landlord contained in the Phase II Lease),
provided no Event of Defaults exists, Landlord agrees to use its "best efforts"
to have all Phase II Tenants surrender their respective portions of the Phase II
Portion in sufficient time for Landlord to make the entire Phase II Portion
ready for occupancy by December 31, 2000. For the purposes of the preceding
sentence, "best efforts" shall mean an obligation to use reasonable commercial
efforts, and shall not be interpreted to require Landlord to enter into any
agreement or undertaking to pay or otherwise confer or to actually pay or
otherwise confer anything of value to or for the benefit of a third-party
(including, without limitation, any of the Phase II Tenants), or to guarantee
any obligation. Landlord's failure or inability to obtain such surrenders
despite using such best efforts shall not be a default by Landlord and shall not
entitle Tenant to exercise any rights or remedies whatsoever, except as
otherwise expressly provided in subsection 4.02(i)(C) below.

            (j) If (A) any Phase II Tenant fails to vacate and surrender the
PHASE II Portion on or before April 30, 2001, (B) any Phase III Tenant fails to
vacate and surrender the Phase III Portion on or before October 31, 2000, and/or
(C) the Phase IV Tenant fails to vacate and surrender the Phase IV Portion on or
before December 31, 2002, then and in any of such events, provided no Event of
Default exists, Landlord shall use its best efforts (as hereinafter defined) to
have all Phase II Tenants, all Phase III Tenants and/or the Phase IV Tenant, as
the case may be, removed from the Phase II Portion, the Phase III Portion and/or
the Phase IV Portion, as the case may be, as soon as is commercially practicable
after the applicable date. For the purposes of this subsection (j), "best
efforts" shall mean an obligation to use reasonable commercial efforts, and
shall not be interpreted to require Landlord to enter into any agreement or
undertaking to pay or otherwise confer or to actually pay or otherwise confer
anything of value to or for the benefit of a third-party (including, without
limitation, such tenant) or to take any affirmative action against any Phase II
Tenant, any Phase III Tenant and/or the Phase IV Tenant, other than commencing,
and diligently prosecuting, a holdover action against the Phase II Tenants, the
Phase III Tenants and/or the Phase IV Tenant at such time as Landlord has
reasonably determined that a holdover action is appropriate, but in no event
later than May 15, 2001 with respect to the Phase II Tenants, December 1, 2000
with respect to the Phase III Tenants and January 30, 2003 with respect to the
Phase IV Tenant, unless, in Landlord's reasonable determination, commencing such
holdover actions would delay, rather than accelerate, obtaining possession of
the Phase II Portion, the Phase III Portion and/or the Phase IV Portion, as the
case may be. Landlord's failure or inability to have such tenant removed from
the premises despite using such best efforts shall not be a default by Landlord
and shall not entitle Tenant to exercise any rights or remedies whatsoever,
except as otherwise expressly provided in subsection 4.02(i) below.

            (k) If (i) Landlord is otherwise obligated to perform an obligation
under this Section 1.02 but for the existence of an Event of Default, and (ii)
Landlord does not terminate this lease as a result of such Event of Default and
accepts Tenant's cure of the default in question, 


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<PAGE>

then such obligation of Landlord shall be reinstated but the time periods (if
any) within which Landlord is obligated to perform such obligation shall be
extended by the number of days that Landlord was not obligated to perform such
obligation as a result of such Event of Default, plus any additional time that
may be reasonable, under the circumstances, for such obligation to be
reinstated. (For example, if such extended date occurs on a holiday or during a
holiday period and it would be reasonable, under the circumstances, for Landlord
to take the action in question after the holiday or holiday period, then such
extended date shall be extended further to a date after such holiday or holiday
period). In addition, if Landlord's obligations under this Section 1.02 are
extended as hereinbefore provided, then the date(s) by which Tenant may exercise
any rights or remedies under this lease as a result of Landlord failing to
perform such obligations by a certain date or within a certain period of time
(including any abatements of rent to which Tenant may be entitled) shall be
similarly extended, even if the right or remedy in question is not directly
conditioned in this lease to the performance by Landlord of such obligation.
(For example, if Tenant is entitled to an abatement of rent as a result of a
portion of the Demised Premises not being ready for occupancy by a certain date,
and a reason for such portion of the Demised Premises not being so ready for
occupancy is because of the holdover by an existing Tenant, and Landlord's
obligation to use it "best efforts" to have such existing Tenant surrender its
portion of the Demised Premises was extended as a result of an Event of Default,
then the date by which such portion of the Demised Premises is to be ready for
occupancy before Tenant is entitled to an abatement of rent shall be extended).

      1.03  (a) The term of this lease (hereinafter referred to as the "TERM"
or "TERM"), for which the Demised Premises are hereby leased, shall commence on
a date (hereinafter referred to as the "COMMENCEMENT DATE") which shall be the
earlier of (i) the date on which the 18th and 20th floor portions of the PHASE I
Portion are "ready for occupancy" (as defined in Article 4 hereof) and (ii) the
date Tenant, or person or entity claiming by, through or under Tenant, first
occupies any portion of the PHASE I Portion for the transaction of business, and
shall end at noon on the last day of the calendar month in which occurs the day
next preceding the fifteenth (15th) anniversary of the Rent Commencement Date
(as hereinafter defined) (without taking into account any extension of the Phase
I Rent Abatement Period or the 19th Floor Rent Abatement Period (as such terms
are hereunder defined) pursuant to Section 4.02 below) (which ending date is
hereinafter referred to as the "EXPIRATION DATE"), or shall end on such earlier
date upon which said term may expire or be cancelled or terminated pursuant to
any of the conditions or covenants of this lease or pursuant to law, regardless
of whether or not the 19th Floor Effective Date, the Vacant Phase II Effective
Date, the PHASE II Effective Date, the Vacant Phase III Effective Date, the
PHASE III Effective Date or the Phase IV Effective Date shall have occurred. If
the term of this lease ends prior to the occurrence of the 19th Floor Effective
Date, the Vacant Phase II Effective Date, the PHASE II Effective Date, the
Vacant Phase III Effective Date, the PHASE III Effective Date or the Phase IV
Effective Date, the term of this lease shall not be reinstated if the conditions
to the occurrence of the 19th Floor Effective Date, the Vacant Phase II
Effective Date, the PHASE II Effective Date, the Vacant Phase III Effective
Date, the PHASE III Effective Date or the Phase IV Effective Date have
coincidentally theretofore or thereafter occurred. Promptly following the
Commencement Date, the 19th Floor Effective Date (provided the 19th Floor
Effective Date shall have occurred), the Vacant Phase II Effective Date
(provided the Vacant Phase II Effective Date shall have occurred), the PHASE II
Effective Date (provided 


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<PAGE>


the PHASE II Effective Date shall have occurred), the Vacant Phase III Effective
Date (provided the Vacant Phase III Effective Date shall have occurred), the
PHASE III Effective Date (provided the PHASE III Effective Date shall have
occurred) and the Phase IV Effective Date (provided the Phase IV Effective Date
shall have occurred), the parties hereto hereinafter sometimes referred to as
the "PARTIES") shall enter into a recordable supplementary agreement fixing the
dates of the Commencement Date, the 19th Floor Effective Date (provided the 19th
Floor Effective Date shall have occurred), the Vacant Phase II Effective Date
(provided the Vacant Phase II Effective Date shall have occurred), the PHASE II
Effective Date (provided the PHASE II Effective Date shall have occurred), the
Vacant Phase III Effective Date (provided the Vacant Phase III Effective Date
shall have occurred), the PHASE III Effective Date (provided the PHASE III
Effective Date shall have occurred) and the Phase IV Effective Date (provided
the Phase IV Effective Date shall have occurred) and the Expiration Date and if
they cannot agree on the Commencement Date, the 19th Floor Effective Date, the
Vacant Phase II Effective Date, the PHASE II Effective Date, the Vacant Phase
III Effective Date, the PHASE III Effective Date or the Phase IV Effective Date,
as the case may be, within fifteen (15) days after Landlord's request therefor,
such dates shall be determined by arbitration in the manner provided in Article
34.

            (b) Notwithstanding anything to the contrary contained in this
lease, if the 19th Floor Effective Date occurs on the date that the Commencement
Date occurs, then the 19th Floor Effective Date shall be merged into the
Commencement Date; if the Vacant Phase II Effective Date occurs on the date that
the Phase II Effective Date occurs, then the Vacant Phase II Effective Date
shall be merged into the Phase II Effective Date; and if the Vacant Phase III
Effective Date occurs on the date that the Phase III Effective Date occurs, then
the Vacant Phase III Effective Date shall merge into the Phase III Effective
Date.

      1.04  The "RENTS" reserved under this lease, for the term thereof, shall
be and consist of:

            (a)   "FIXED RENT" of:

                  (i) $2,438,368.00 per year, which shall be payable in equal
monthly installments of $203,197.33, during the period (the "FIRST RENT PERIOD")
commencing on the Rent Commencement Date and ending on the last day of the
calendar month in which occurs the day next preceding the fifth (5th)
anniversary of the Rent Commencement Date, both dates inclusive;

                  (ii) $2,650,400.00 per year, which shall be payable in equal
monthly installments of $220,866.67 during the period (the "SECOND RENT PERIOD")
commencing on the date next succeeding the last day of the First Rent Period and
ending on the fifth (5th) anniversary of the last day of the First Rent Period,
both dates inclusive; and

                  (iii) $2,862,432.00 per year, which shall be payable in equal
monthly installments of $238,536.00, during the period (the "THIRD RENT PERIOD")
commencing on the date next succeeding the last day of the Second Rent Period
and continuing thereafter throughout the remainder of the Term (except as
otherwise provided in Article 40 below); and


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<PAGE>

                  (iv) in addition to the amounts set forth in subsections (i),
(ii) and (iii) above, with respect to the 19th Floor:

                        (A) $1,228,016.00 per year ($102,334.67 per month)
during the First Rent Period, commencing on the 19th Floor Rent Commencement
Date (as hereinafter defined) and continuing thereafter for the remainder of the
First Rent Period, to the extent the 19th Floor Rent Commencement Date has
occurred during the First Rent Period;

                        (B) $1,334,800.00 per year ($111,233.33 per month)
during the Second Rent Period, to the extent the 19th Floor Rent Commencement
Date has occurred during or prior to the Second Rent Period; and

                        (C) $1,441,584.00 per year ($120,132.00 per month)
      during the Third Rent Period, to the extent the 19th Floor Rent
      Commencement Date has occurred during or prior to the Third Rent Period;
      and

                        (v) in addition to the amounts set forth in subsections
      (i), (ii), (iii) and (iv) above, with respect to the Phase II Portion:

                        (A) $1,382,392.00 per year ($115,199.33 per month)
      during the First Rent Period, commencing on the Phase II Effective Date
      and continuing thereafter for the remainder of the First Rent Period, to
      the extent the Phase II Effective Date has occurred during the First Rent
      Period;

                        (B) $1,502,600.00 per year ($125,216.67 per month)
      during the Second Rent Period, to the extent the Phase II Effective Date
      has occurred during or prior to the Second Rent Period; and

                        (C) $1,622,808.00 per year ($135,234.00 per month)
during the Third Rent Period, to the extent the Phase II Effective Date has
occurred during or prior to the Third Rent Period; and

                  (vi) In addition to the amounts set forth in subsections (i),
(ii), (iii), (iv) and (v) above, with respect to the Phase III Portion:

                        (A) $1,064,256.00 per year ($88,688.00 per month) during
the First Rent Period, commencing on the PHASE III Effective Date and continuing
thereafter for the remainder of the First Rent Period, to the extent the Phase
III Effective Date has occurred during the First Rent Period;

                        (B) $1,156,800.00 per year ($96,400.00 per month) during
the Second Rent Period, to the extent the Phase III Effective Date has occurred
during or prior to the Second Rent Period; and


                                       8
<PAGE>

                        (C) $1,249,344.00 per year ($104,112.00 per month)
during the Third Rent Period, to the extent the Phase III Effective Date has
occurred during or prior to the Third Rent Period; and

                  (vii) in addition to the amounts set forth in subsections (i),
(ii), (iii), (iv), (v) and (vi) above, with respect to the Phase IV Portion:

                        (A) $1,586,948.00 per year ($132,245.67 per month)
during the First Rent Period commencing on the Phase IV Effective Date and
continuing thereafter for the remainder of the First Rent Period, to the extent
the Phase IV Effective Date has occurred during the First Rent Period;

                        (B) $1,731,216.00 per year ($144,268.00 per month)
during the Second Rent Period, to the extent the Phase IV Effective Date has
occurred during or prior to the Second Rent Period; and

                        (C) $1,875,484.00 per year ($156,290.33 per month)
during the Third Rent Period, to the extent the Phase IV Effective Date has
occurred during or prior to the Third Rent Period, all of which Tenant covenants
and agrees to pay in advance on the first day of each and every calendar month
during the term of this lease (except that Tenant shall pay, upon the execution
and delivery of this lease by Tenant, the amount of $305,532.00, to be applied
against the first rents becoming due under this lease; and

            (b) "ADDITIONAL RENT" consisting of all such other sums of money as
shall become due from and payable by Tenant to Landlord hereunder (for default
in payment of which Landlord shall have the same remedies as for a default in
payment of fixed rent); all to be paid to Landlord at its office, or such other
place, or to such agent and at such place, as Landlord may designate by notice
to Tenant, in lawful money of the United States of America.

      1.05 05 Tenant shall pay the fixed rent and additional rent herein
reserved promptly as and when the same shall become due and payable, without
demand therefor and without any abatement, deduction, setoff or claim
whatsoever, except as expressly authorized in this lease.

      1.06 06 If the Rent Commencement Date, the 19th Floor Rent Commencement
Date, the PHASE II Effective Date, the PHASE III Effective Date or the Phase IV
Effective Date occur on a day other than the first day of a calendar month, the
fixed rent for such calendar month(s) shall be prorated.

      1.07 07 Tenant acknowledges that it has no rights to any development
rights, "air rights" or comparable rights appurtenant to the Land and Building,
and consents, without further consideration, to any utilization of such rights
by Landlord and agrees, at no cost or expense to Tenant (other than a DE MINIMIS
cost or expense) to promptly execute and deliver any instruments


                                       9
<PAGE>

which may be requested by Landlord, including instruments merging zoning lots,
evidencing such acknowledgment and consent. The provisions of this Section l.07
shall be deemed to be and shall be construed as an express waiver by Tenant of
any interest Tenant may have as a "party in interest" (as such quoted term is
defined in Section 12-10 Zoning Lot of the Zoning Resolution of the City of New
York) in the Land and Building.

      1.08  Each and every covenant contained in this Article shall be deemed
separate and independent, and not dependent on any other term of this lease for
the use and occupancy of the Demised Premises by Tenant, and the performance of
any such term shall not be considered to be for rent or other payment for use of
the Demised Premises. It is understood that the consideration for the covenants
in this Article is the making of this lease, and the damages for failure to
perform same shall be in addition to and separate and independent of the damages
accruing by reason of default in observing any other term of this lease.

      1.09  (a) For purposes of this lease, the term "RENT COMMENCEMENT Date"
shall mean the date which is six (6) months after the Commencement Date, it
being agreed and understood that Tenant shall have no obligation to pay any
fixed rent for the 18th, 20th and (if the 19th Floor Effective Date occurs on
the Commencement Date) 19th floors of the Building during the period (THE "PHASE
I RENT ABATEMENT PERIOD") from the Commencement Date through the date next
preceding the Rent Commencement Date.

            (b) If the 19th Floor Effective Date occurs after the Commencement
Date, then for the purposes of this lease, the term "19TH FLOOR RENT
COMMENCEMENT DATE" shall mean the date which is six (6) months after the 19th
Floor Effective Date, it being agreed and understood that Tenant shall have no
obligation to pay any fixed rent for the 19th Floor during the period (the "19TH
FLOOR RENT ABATEMENT PERIOD") from the 19th Floor Effective Date through the
date next preceding the 19th Floor Rent Commencement Date.

            (c) If, pursuant to subsections 4.02(i) below, the Phase I Rent
Abatement Period or (if the 19th Floor Effective Date occurs after the
Commencement Date) the 19th Floor Rent Abatement Period, is extended either for
the 18th, 19th or 20th floor portions of the Building, the abatement of fixed
rent shall be apportioned on a per rentable square foot basis, based upon the
rentable areas described in subsection 5.01(e) below, it being acknowledged and
agreed that except as otherwise provided in subsection 4.02(l) below, an
extension of the Phase I Rent Abatement Period and (if the 19th Floor Effective
Date occurs after the Commencement Date) an extension of the 19th Floor Rent
Abatement Period shall apply to the entire 18th, 19th and/or 20th floor
portions, as the case may be, of the Building.

      1.10  Unless an Event of Default occurs during any of the following
periods and Landlord terminates this lease as a result of such Event of Default,
Landlord waives the right to collect:

            (a) the fixed rent attributable to the Phase II Portion for the
period (the "PHASE II RENT ABATEMENT PERIOD") commencing on the Phase II
Effective Date and expiring 180 days, multiplied by the Phase II Term Fraction
(as hereinafter defined), thereafter,


                                       10
<PAGE>

            (b) the fixed rent attributable to the Phase III Portion for the
period (the "PHASE III RENT ABATEMENT PERIOD") commencing on the Phase III
Effective Date and expiring 180 days, multiplied by the Phase III Term Fraction
(as hereinafter defined), thereafter, and

            (c) the fixed rent attributable to the Phase IV Portion for the
period (the "PHASE IV RENT ABATEMENT PERIOD") commencing on the Phase IV
Effective Date and expiring 180 days, multiplied by the Phase IV Term Fraction
(as hereinafter defined), thereafter.

                                   ARTICLE 2 2
                                       USE

      2.01  (a) Tenant shall use and occupy the Demised Premises for executive
and general offices and for no other purpose.

            (b) Notwithstanding anything to the contrary contained above or
elsewhere in this lease, but only to the extent permitted by the Certificate of
Occupancy for the Building and applicable laws and/or requirements of public
authorities and requirements of insurance bodies, portions of the Demised
Premises may be used for the following: (i) installation and operation of one or
more pantry areas for reheating of food but not for cooking, including microwave
oven, dwyer unit, one or more refrigerators and other similar equipment and
machines for the preparation and storage of food and beverages for Tenant's
officers and directors, employees, staff and business visitors; (ii) sale in the
Demised Premises for Tenant's officers and directors, employees, staff and
business visitors, by vending machines of any item the sale of which is not
prohibited by law, whether by Tenant or third parties; (iii) use of an area of
the Demised Premises as a lunchroom for consumption of food and beverages by
Tenant's officers and directors, employees, staff and business visitors; (iv)
installation and operation in the Demised Premises of electronic data, computer
and word processing equipment and similar business machines and printing and
other reproducing equipment; (v) installation and operation of communication
equipment (such as telecopiers, telex and the like); (vi) and exercise area
(with showers); and (vii) employee lounges.

            (c) Notwithstanding anything in this lease to the contrary, the
Tenant covenants and agrees that during the term of this lease, it will not use
the Demised Premises or any part thereof, or permit the Demised Premises or any
part thereof to be used (i) for retail banking, trust company or safe deposit
business; (ii) as a retail commercial or savings bank, a trust company, a
savings and loan association, a loan company, or a credit union; (iii) for the
sale of travelers checks, money orders and/or foreign exchange; (iv) as a
mailing address or telephone answering service; (v) by the United States
Government, the City or State of New York, any foreign government, an autonomous
governmental corporation, a trade mission, the United Nations or any agency or
department of any of the foregoing, or any other person or entity having
sovereign or diplomatic immunity; (vi) as an employment agency, search firm or
similar enterprise; (vii) for classrooms or as a school, teaching center (other
than for employee training programs), learning center, studying center or
vocational training center; (viii) as a diagnostic medical center and/or for the
practice of medicine; or (ix) any use (other than the uses expressly permitted
in subsections 2.01 (a) and (b) above) which is prohibited under an existing
lease for space in the Building, provided Tenant has been given notice of such
prohibition, which notice


                                       11
<PAGE>

may be given prior to, or after, the date on which such prohibited use is first
conducted in the Demised Premises.

      2.02  If any governmental license or permit, other than a Certificate of
Occupancy for the mere occupancy of the Demised Premises for the purposes set
forth in Section 2.01(a), shall be required for the proper and lawful conduct of
Tenant's business in the Demised Premises, or any part thereof, Tenant, at its
expense, shall duly procure and thereafter maintain such license or permit and
submit the same for inspection by Landlord. Tenant shall at all times comply
with the terms and conditions of each such license or permit.

      2.03  Tenant shall not at any time use or occupy, or suffer or permit
anyone to use or occupy, the Demised Premises, or do or permit anything to be
done in the Demised Premises, in violation of the Certificate of Occupancy for
the Demised Premises or for the Building or in violation of any laws and/or
requirements of public authorities, any requirements of insurance bodies, or any
superior mortgage or superior lease, provided, in the case of a superior
mortgage or superior lease, Tenant has been given notice of the applicable
prohibition or restriction contained therein, which notice may be given prior
to, or after, the date on which the prohibited or restricted use or occupancy is
first conducted in the Demised Premises. Landlord agrees that the mere use (as
opposed to the manner of use) of the Demised Premises for the purposes expressly
permitted under subsection 2.01(a) above shall not violate any of the foregoing.

                                           ARTICLE 3 3
                                    FAILURE TO GIVE POSSESSION

      3.01  If the Demised Premises or any additional space to be included
within the Demised Premises shall not be available for occupancy by Tenant on
the specific date hereinbefore designated for the commencement of the term of
this lease or for the inclusion of such space for any reason whatsoever, then
this lease shall not be affected thereby but, in such case, said specific date
shall be deemed to be postponed until the date when the Demised Premises or the
additional space, as the case may be, shall be available for occupancy by
Tenant, and Tenant shall not be entitled to possession of the Demised Premises
or the additional space until the same are available for occupancy by Tenant;
provided, however, Tenant shall have no claim against Landlord (except as may
otherwise be expressly provided in this lease), and Landlord shall have no
liability to Tenant (except as may otherwise be expressly provided in this
lease) by reason of any such postponement of said specific date, and the parties
hereto further agree that any failure to have the Demised Premises or such
additional space available for occupancy by Tenant on said specific date or on
the Commencement Date shall in no way affect the obligations of Tenant hereunder
nor shall the same be construed in any way to extend the term of this lease.
This Section 3.01 shall be deemed to be an express provision to the contrary of
Section 223-a of the Real Property Law of the State of New York and any other
law of like import now or hereafter in force.


                                       12
<PAGE>

                                   ARTICLE 4 4

    PREPARATION OF THE DEMISED PREMISES; LANDLORD'S WORK; POST-COMMENCEMENT
                      LANDLORD'S WORK; BASE BUILDING WORK

      4.01  (a) Tenant acknowledges that it has made a full and complete
inspection of the Demised Premises, and Tenant agrees to accept same on the
Commencement Date (or, with respect to the 19th Floor, the Vacant Phase II
Portion, the balance of the Phase II Portion, the Vacant Phase III Portion, the
balance of the Phase III Portion and the Phase IV Portion, on the 19th Floor
Effective Date, on the Vacant Phase II Effective Date, on the Phase II Effective
Date, on the Vacant Phase III Effective Date, on the Phase III Effective Date
and on the Phase IV Effective Date, respectively) in their present "AS-IS"
condition, except for the performance of Landlord's Work and Post-Commencement
Landlord's Work (as such terms are hereinafter defined). Tenant acknowledges
that neither Landlord, nor Landlord's agent, has made any representations or
promises in regard to the Demised Premises, except as otherwise expressly set
forth in this lease. The opening for business by Tenant in the Demised Premises
(as such term is modified from time to time pursuant to subsection 1.02(h)
above) shall be conclusive evidence as against Tenant that the Demised Premises
were in good and satisfactory condition at the time such possession was taken
(except for the completion of any incomplete or defective items of Landlord's
Work or Post-Commencement Landlord's Work), however, Tenant's failure, refusal
or inability to open for business in the Demised Premises shall not be deemed
evidence that the Demised Premises were not in good or satisfactory condition or
that the Demised Premises were not ready for occupancy.

            (b) Any installations, materials and work, other than the Landlord's
Work and the Post-Commencement Landlord's Work, which may be undertaken by or
for the account of Tenant to equip, decorate and furnish the Demised Premises
for Tenant's initial occupancy thereof (hereinafter referred to as "TENANT'S
WORK") shall be performed by Tenant, at Tenant's sole cost and expense in
accordance with the terms, covenants and conditions set forth in this lease,
including, without limitation, Articles 13 and 14 hereof. As part of Tenant's
Work, Tenant agrees to perform the work described in Sections 10.04 and 10.05
below. If at the time Tenant is ready to commence Tenant's Work the Landlord's
Work described in Paragraph 1 of Part II of Exhibit G hereto has not been
substantially completed, then until such Landlord's Work has been substantially
completed, Landlord shall provide the Demised Premises with temporary electric
power so as to enable Tenant to perform the Tenant's Work, at the rate of $1.00
per annum per rentable square foot of the Phase I Portion, the Vacant Phase II
Portion, the balance of the Phase II Portion, the Vacant Phase III Portion, the
balance of the Vacant Phase III Portion, and the Phase IV Portion, as the case
may be (prorated to the actual number of days between the Commencement Date, or
(with respect to the 19th Floor, the Vacant Phase II Portion, the balance of the
Vacant Phase II Portion, the Vacant Phase III Portion, the balance of the Phase
III Portion and the Phase IV Portion), the 19th Floor Effective Date, the Vacant
Phase II Effective Date, the Phase II Effective Date, the Vacant Phase III
Effective Date, the Phase III Effective Date and the Phase IV Effective Date,
respectively, and the date that the Landlord's Work described in Paragraph 1 of
Part II of Exhibit G hereto has been substantially completed), which sum shall
be paid to Landlord as additional rent within fifteen (15) days after Landlord's
demand therefor.


                                       13
<PAGE>

      4.02  (a) Landlord agrees to perform the work (collectively, the
"LANDLORD'S WORK") described in Part I of Exhibit G to this lease, which by this
reference is made a part hereof, and the work (collectively, the
"POST-COMMENCEMENT WORK") described in Part II of Exhibit G to this lease. The
Landlord's Work and the Post-Commencement Landlord's Work shall be performed by
Landlord, at its sole cost and expense.

            (b) Each floor of the Phase I Portion (including the 19th Floor)
shall be "READY FOR OCCUPANCY" on the earliest date on which all of the
following conditions have been met:

                  (i) Landlord's Work, with respect to the floor in question,
has been (or is deemed to be) substantially completed, and when the only items
thereof remaining to be performed (hereinafter referred to as "PUNCH-LIST
ITEMS") are minor or insubstantial details of construction, mechanical
adjustment or decoration, the non-completion of which does not materially
interfere with Tenant's ability to perform any items of Tenant's Work therein or
with Tenant's use of such floor; and

                  (ii) Five (5) business days shall have elapsed from the date
on which Landlord gives Tenant a notice (a "COMPLETION NOTICE") that Landlord's
Work, with respect to such floor, has been or will be substantially completed.

            (c)   The entire Phase II Portion (or the Vacant Phase II Portion, 
as the case may be) shall be deemed "READY FOR OCCUPANCY" on the earliest date
on which all of the following conditions have been met:

                  (i) Landlord's Work, with respect to the entire Phase II
Portion (or the Vacant Phase II Portion, as the case may be), has been (or is
deemed to be) substantially completed, and when the only items thereof remaining
to be performed (hereinafter referred to as "PUNCH-LIST ITEMS") are minor or
insubstantial details of construction, mechanical adjustment or decoration, the
non-completion of which does not materially interfere with Tenant's ability to
perform any items of Tenant's Work therein or with Tenant's use of the entire
Phase II Portion (or the Vacant Phase II Portion, as the case may be); and

                  (ii) Five (5) business days shall have elapsed from the date
on which Landlord gives Tenant a notice (a "COMPLETION NOTICE") that Landlord's
Work, with respect to the Vacant Phase II Portion or the balance of the Phase II
Portion, as the case may be, has been or will be substantially completed.

            (d) The entire Phase III Portion (or the Vacant Phase III Portion,
as the case may be) shall be deemed "READY FOR OCCUPANCY" on the earliest date
on which all of the following conditions have been met:

                  (i) Landlord's Work, with respect to the entire Phase III
Portion (or the Vacant Phase III Portion, as the case may be), has been (or is
deemed to be) substantially completed, and when the only items thereof remaining
to be performed (hereinafter referred to as "PUNCH-LIST ITEMS") are minor or
insubstantial details of construction, mechanical adjustment


                                       14
<PAGE>

or decoration, the non-completion of which does not materially interfere with
Tenant's ability to perform any items of Tenant's Work therein or with Tenant's
use of the entire Phase III Portion (or the Vacant Phase III Portion, as the
case may be); and

                  (ii) Five (5) business days shall have elapsed from the date
on which Landlord gives Tenant a notice (a "COMPLETION NOTICE") that Landlord's
Work, with respect to the Vacant Phase III Portion or the balance of the Phase
III Portion, as the case may be, has been or will be substantially completed.

            (e) The Phase IV Portion shall be deemed "READY FOR OCCUPANCY" on
the earliest date on which all of the following conditions have been met:

                  (i) Landlord's Work, with respect to the Phase IV Portion, has
been (or is deemed to be) substantially completed, and when the only items
thereof remaining to be performed (hereinafter referred to as "PUNCH-LIST
ITEMS") are minor or insubstantial details of construction, mechanical
adjustment or decoration, the non-completion of which does not materially
interfere with Tenant's ability to perform any items of Tenant's Work therein or
with Tenant's use of the Phase IV Portion; and

                  (ii) Five (5) business days shall have elapsed from the date
on which Landlord gives Tenant a notice (a "COMPLETION NOTICE") that Landlord's
Work, with respect to the Phase IV Portion, has been or will be substantially
completed.

            (f) Within fifteen (15) business days after the Commencement Date,
the 19th Floor Effective Date (if same occurs after the Commencement Date), the
Vacant Phase II Effective Date, the Phase II Effective Date, the Vacant Phase
III Effective Date, the Phase III Effective Date and the Phase IV Effective Date
(TIME BEING OF THE ESSENCE IN ALL CASES), Tenant shall notify Landlord of all
Punch-List Items that Tenant wants Landlord to complete with respect to the
Phase I Portion, the 19th Floor (if the 19th Floor Effective Date occurs after
the Commencement Date), the Vacant Phase II Portion, the balance of the Phase II
Portion, the Vacant Phase III Portion, the balance of the Phase III Portion and
the Phase IV Portion, respectively. To the extent that Tenant gives such notice
to Landlord in such time period, Landlord, with all reasonable dispatch, shall
complete all Punch-List Items set forth in said notice.

            (g) If the substantial completion of the Landlord's Work (including
the Window Work (as defined in Exhibit G)) or Post-Commencement Landlord's Work,
in any portion of the Phase I Portion, the Vacant Phase II Portion, the balance
of the Phase II Portion, the Vacant Phase III Portion, the balance of the Phase
III Portion and/or the Phase IV Portion, or if the substantial completion of the
Lavatory Renovation Work (as defined in Exhibit G hereto) in any portion of the
Demised Premises, or if the substantial completion of any portion of the Base
Building Work (as defined in Section 4.09 below) in any portion of the Building,
shall be delayed due to any act or omission of Tenant or any of its employees,
agents or contractors (any such act of omission being hereinafter referred to as
a "TENANT DELAY"), then, in addition to the extensions referred to in subsection
1.02(k) above, the Landlord's Work or Post-Commencement


                                       15
<PAGE>

Landlord's Work, as the case may be, in any such portions of the Phase I
Portion, the Vacant Phase II Portion, the balance of the Phase II Portion, the
Vacant Phase III Portion, the balance of the Phase III Portion and/or the Phase
IV Portion, as the case may be, or the applicable Lavatory Renovation Work, or
the Base Building Work in question, as the case may be, shall be deemed
substantially complete on the date it would have been substantially complete but
for such delay. For the purposes of this lease, a "TENANT DELAY" in
substantially completing the Landlord's Work (but not the Post-Commencement
Landlord's Work or the Lavatory Renovation Work) in any floor of the Phase I
Portion shall include a delay resulting from the use or occupancy by Tenant or
by any person claiming by, through or under Tenant (including Tenant's
contractors and subcontractors ) of the portions of the 19th Floor used and
occupied from and after the 19th Floor Effective Date (as such term is defined
in subsection 4.02(l) below), a "TENANT DELAY" in substantially completing the
Landlord's Work (but not the Post-Commencement Landlord's Work or the Lavatory
Renovation Work) in the Phase II Portion shall include a delay resulting from
the use or occupancy by Tenant or by any person claiming by, through or under
Tenant (including Tenant's contractors and subcontractors ) of the Vacant Phase
II Portion on or after the Vacant Phase II Effective Date, and a "TENANT DELAY"
in substantially completing the Landlord's Work (but not the Post-Commencement
Landlord's Work or the Lavatory Renovation Work) in the Phase III Portion shall
include a delay resulting from the use or occupancy by Tenant or by any person
claiming by, through or under Tenant (including Tenant's contractors and
subcontractors ) of the Vacant Phase III Portion on or after the Vacant Phase
III Effective Date.

            (h)   Each Completion Notice shall be deemed conclusive and binding
upon Tenant unless (except as otherwise expressly provided in subsection 4.02(l)
below), by giving Landlord notice (the "DISPUTE NOTICE") within five (5)
business days after Landlord gives the Completion Notice to Tenant (TIME BEING
OF THE ESSENCE IN ALL CASES), Tenant disputes the substantial completion (or
deemed substantial completion) of the Landlord's Work. Pending the resolution of
such dispute Tenant's obligation to pay fixed rent and additional rent shall
commence as if the Completion Notice was correct. If Landlord and Tenant cannot
resolve such dispute within fifteen (15) days after Landlord receives the
Dispute Notice from Tenant, such dispute shall be resolved by arbitration
pursuant to Article 34 below. If the dispute (whether by agreement or
arbitration) is resolved in Tenant's favor, then the commencement of Tenant's
obligation to pay fixed rent and additional rent shall be adjusted accordingly
and any overpayments of fixed rent or additional rent shall be applied against
the next installment(s) of fixed rent and additional rent due under this lease.

            (i)   (A) If the entire 18th and 20th floor portions of the Phase I
Portion are not ready for occupancy by April 1, 2000, then, as Tenant's sole and
exclusive right and remedy, the Phase I Rent Abatement Period for such floors
shall be extended by one and one-half (1 1/2) days for each day after April 1,
2000 that such floors of the Phase I Portion are not ready for occupancy, except
that if such floors of the Phase I Portion are not ready for occupancy by the
last day of the two (2) month period commencing on April 1, 2000, the Phase I
Rent Abatement Period for such floors of the Phase I Portion shall be extended
by two (2) days for each day after the last day of such two (2) month period
that such floors of the Phase I Portion are not ready for occupancy. Such
extension of the Phase I Rent Abatement Period shall not extend the Expiration
Date.


                                       16
<PAGE>

                        (B) If the 19th Floor is not ready for occupancy by
April 1, 2000, then, as Tenant's sole and exclusive right and remedy, the Phase
I Rent Abatement Period for such floor (or the 19th Floor Rent Abatement Period
(if the 19th Floor Effective Date occurs after the Commencement Date, as the
case may be) shall be extended by two (2) days for each day after April 1, 2000
that such floor of the Phase I Portion is not ready for occupancy. Such
extension of the Phase I Rent Abatement Period or the 19th Floor Rent Abatement
Period shall not extend the Expiration Date.

                        (C) If the Phase II Portion is not ready for occupancy
by June 1, 2001,then, as Tenant's sole and exclusive right and remedy, the Phase
II Rent Abatement Period shall be extended by two (2) days for each day after
June 1, 2001 that the Phase II Portion is not ready for occupancy.

                        (D) If the Phase III Portion is not ready for occupancy
by December 1, 2002, then, as Tenant's sole and exclusive right and remedy, the
Phase III Rent Abatement Period shall be extended by two (2) days for each day
after December 1, 2002 that the Phase III Portion is not ready for occupancy.

                        (E) If the Phase IV Portion is not ready for occupancy
by December 1, 2003, then, as Tenant's sole and exclusive right and remedy, the
Phase IV Rent Abatement Period shall be extended by two (2) days for each day
after December 1, 2003 that the Phase IV Portion is not ready for occupancy.

                        (F)   (i) If the Window Work for any floor of the Phase
I Portion is not substantially completed (or deemed substantially completed) by
May 15, 2000, then as Tenant's sole and exclusive right and remedy, the Phase I
Rent Abatement Period (or, if the 19th Floor Effective Date occurs after the
Commencement Date, the 19th Floor Rent Abatement Period) for the floor(s) in
question shall be extended by one and one-half (1 1/2) days for each day after
May 15, 2000 that the Window Work for such floor(s) of the Phase I Portion is
not substantially completed. Such extension of the Phase I Rent Abatement Period
or the 19th Floor Rent Abatement Period shall not extend the Expiration Date.

                              (ii) Notwithstanding anything contained in this
lease which may be deemed to the contrary, if by May 15, 2000, the entire 18th
and 20th floor portions of the Phase I Portion are not ready for occupancy, then
subsection (i) of this subsection (F) shall no longer be in force or effect for
the 18th and 20th floor portions of the Phase I Portion, and the substantial
completion of the Window Work on the 18th and 20th floor portions of the Phase I
Portion shall become a condition of the 18th and 20th floor portions of the
Phase I Portion being "ready for occupancy."

                              (iii) Notwithstanding anything contained in this
lease which may be deemed to the contrary, if by May 15, 2000, the entire 19th
Floor is not ready for occupancy, then subsection (i) of this subsection (F)
shall no longer be in force or effect for the 19th Floor, and the substantial
completion of the Window Work on the 19th Floor shall become a condition of the
19th Floor being "ready for occupancy."


                                       17
<PAGE>

                        (G)   (i) If the Lavatory Renovation Work is not
substantially completed (or deemed substantially completed) for any of the
floors of the Phase I Portion by July 1, 2000, then as Tenant's sole and
exclusive right and remedy, the Phase I Rent Abatement Period (or, if the 19th
Floor Effective Date occurs after the Commencement Date, the 19th Floor Rent
Abatement Period) for the floor(s) in question shall be extended by one (1) day
for each day after July 1, 2000 that the Lavatory Renovation Work for none of
floors of the Phase I Portion is substantially completed. Such extension of the
Phase I Rent Abatement Period or the 19th Floor Rent Abatement Period shall not
extend the Expiration Date.

                              (ii) If by July 1, 2000, (1) the Commencement Date
has occurred, (2) the Lavatory Renovation Work in respect of either the 18th
floor or 20th floor of the Phase I Portion has been substantially completed, and
(3) if, the Lavatory Renovation Work has been substantially completed on only
one (1) of such floors, the core lavatories on the other of such floors are in
reasonably good working order (which term, for the purposes of this subsection
(G), shall include being clean and presentable), then the Phase I Rent Abatement
Period in respect of the 18th and 20th floors of the Phase I Portion shall not
be extended pursuant to subsection (G)(i) above. If the events described in
clauses (1), (2) and (3) of this subsection (ii) occur after July 1, 2000 and
the Phase I Rent Abatement Period is being extended pursuant to subsection
(G)(i) above, then such extension shall end, with respect to the 18th and 20th
floor portions of the Phase I Portion on the date next preceding the date on
which the events described in clauses (1), (2) and (3) of this subsection (ii)
occur.

                              (iii) If by July 1, 2000, (1) the Commencement
Date and the 19th Floor Effective Date or the Partial 19th Floor Effective Date
has occurred, (2) the Lavatory Renovation Work in respect of at least one (1) of
floor of the Phase I Portion has been substantially completed, and (3) if, the
Lavatory Renovation Work has been substantially completed on fewer than all
three (3) floors of the Phase I Portion, the core lavatories on the other
floor(s) of the Phase I Portion are in reasonably good working order, then
neither the Phase I Rent Abatement Period nor the 19th Floor Rent Abatement
Period shall be extended pursuant to subsection (G)(i) above. If the events
described in clauses (1), (2) and (3) of this subsection (iii) occur after July
1, 2000 and the Phase I Rent Abatement Period or the 19th Floor Rent Abatement
Period is being extended pursuant to subsection (G)(i) above, then such
extension shall end for all of the Phase I Portion on the date next preceding
the date on which the events described in clauses (1), (2) and (3) of this
subsection (iii) occur, even if only the Partial 19th Floor Effective Date (as
opposed to the 19th Floor Effective Date) has occurred.

                              (iv) If by August 1, 2000, (1) the Lavatory
Renovation Work is not substantially completed for at least two (2) of the
floors of the Phase I Portion and (2) if by such date the 19th Floor Effective
Date or the Partial 19th Floor Effective Date has occurred, but the core
lavatories on the third (3rd) floor of the Phase I Portion are not in reasonably
good working order, then, as Tenant's sole and exclusive right and remedy, if
the Demised Premises is only the 18th and 20th floors, then the Phase I Rent
Abatement Period for the floor on which the Lavatory Renovation Work has not
been substantially complete shall be extended by one (1) day for each day after
August 1, 2000 that the Lavatory Renovation Work on such floor is not
substantially completed; and if the 19th Floor Effective Date or the Partial
19th Floor Effective Date has occurred, then the Phase I Rent Abatement Period
or the 19th Floor Rent Abatement


                                       18
<PAGE>

Period, as the case may be, for the floor on which the Lavatory Renovation Work
has not been substantially complete shall be extended by one (1) day for each
day after August 1, 2000 that the Lavatory Renovation Work on such floor is not
substantially completed and the Phase I Rent Abatement Period or the 19th Floor
Rent Abatement Period, as the case may be, for the floor in respect of which the
core lavatories are not in reasonably good working order shall be extended by
one (1) day for each day after August 1, 2000 that such lavatory is not in
working order. Such extensions of the Phase I Rent Abatement Period or the 19th
Floor Rent Abatement Period shall not extend the Expiration Date.

                              (v) If by September 1, 2000, the Lavatory
Renovation Work is not substantially completed for the entire Phase I Portion,
then, as Tenant's sole and exclusive right and remedy, the Phase I Rent
Abatement Period for the floor on which the Lavatory Renovation Work has not
been substantially complete shall be extended by one (1) day for each day after
September 1, 2000 that the Lavatory Renovation Work on such floor is not
substantially completed. Such extensions of the Phase I Rent Abatement Period
shall not extend the Expiration Date.

                              (vi) Notwithstanding anything contained in this
lease which may be deemed to the contrary, if by July 1, 2000, the entire 18th
and 20th floor portions of the Phase I Portion are not ready for occupancy, then
this subsection (G) shall no longer be in force or affect for the 18th and 20th
floor portions of the Phase I Portion, and the substantial completion of the
Lavatory Renovation Work on the 18th and 20th floor portions of the Phase I
Portion shall become a condition of the 18th and 20th floor portions of the
Phase I Portion being "ready for occupancy."

                              (vii) Notwithstanding anything contained in this
lease which may be deemed to the contrary, if by July 1, 2000, the entire 19th
floor portion of the Phase I Portion is not ready for occupancy, then this
subsection (G) shall no longer be in force or affect for the 19th floor portion
of the Phase I Portion, and the substantial completion of the Lavatory
Renovation Work on the 19th floor portion of the Phase I Portion shall become a
condition of the 19th floor portion of the Phase I Portion being "ready for
occupancy."

                              (viii) For the purposes of clarification and
notwithstanding anything to the contrary contained in this lease, Landlord and
Tenant agree that if during the same period, the Phase I Rent Abatement Period
or the 19th Floor Rent Abatement Period for a particular floor of the Phase I
Portion would otherwise be extended as a result of a delay in the substantial
completion of both the Window Work and the Lavatory Renovation Work, then only
the provisions of this lease which provide for such extension as a result of a
delay in the substantial completion of the Window Work shall apply; except that
if during such period the Phase I Rent Abatement Period or the 19th Floor Rent
Abatement Period for a particular floor of the Phase I Portion is being extended
as a result of a delay in such floor being ready for occupancy, then only the
provisions of this lease which provide for such extension as a result of a delay
in such floor being ready for occupancy shall apply.

            (j)   The Window Work or Lavatory Renovation Work in any portion of
the Demised Premises shall not be substantially complete (or deemed
substantially completed) unless


                                       19
<PAGE>

Landlord has given Tenant a notice (a "WW/LRW COMPLETION NOTICE") that the
Window Work or Lavatory Renovation Work in question has been or will be
substantially completed (or, pursuant to subsection 4.02(g) above, is deemed
substantially completed). Each WW/LRW Completion Notice shall be deemed
conclusive and binding upon Tenant unless, by giving Landlord notice (the
"DISPUTE NOTICE") within five (5) business days after Landlord gives the WW/LRW
Completion Notice to Tenant (TIME BEING OF THE ESSENCE IN ALL CASES), Tenant
disputes the substantial completion (or deemed substantial completion) of the
Window Work or Lavatory Renovation Work in question. Pending the resolution of
such dispute, Tenant's obligation to pay fixed rent and additional rent shall
commence or be reinstated, as the case may be, as if the WW/LRW Completion
Notice was correct. If Landlord and Tenant cannot resolve such dispute within
fifteen (15) days after Landlord receives the Dispute Notice from Tenant, such
dispute shall be resolved by arbitration pursuant to Article 34 below. If the
dispute (whether by agreement or arbitration) is resolved in Tenant's favor,
then the commencement or reinstatement, as the case may be, of Tenant's
obligation to pay fixed rent and additional rent shall be adjusted accordingly
and any overpayments of fixed rent or additional rent shall be applied against
the next installment(s) of fixed rent and additional rent due under this lease.

            (k) For the purposes of clarification for subsection 4.02(i) above
and for all other provisions of this lease which use or refer to the term "ready
for occupancy," Tenant hereby acknowledges and agrees that as more particularly
provided in Subsection 4.02(g) above, but subject to Tenant's rights under
Subsection 4.02(h) above, the various portions of the Demised Premises can be
"ready for occupancy," thereby (with the giving of the various Completion
Notices) triggering the Commencement Date, the 19th Floor Effective Date, the
Vacant Phase II Effective Date, the Phase II Effective Date, the Vacant Phase
III Effective Date, the Phase III Effective Date and the Phase IV Effective
Date, as the case may be , prior to the Landlord's Work in the applicable
portion of the Demised Premises having actually been substantially completed, if
such actual substantial completion is delayed due to a Tenant Delay, but such
occurrence shall not relieve Landlord from its obligation to thereafter complete
the Landlord's Work.

            (l)   (i) Notwithstanding anything contained in this lease to the
contrary, if prior to the substantial completion (or deemed substantial
completion) of Landlord's Work in the entire 19th Floor, Landlord has
substantially completed Landlord's Work in one (1) or more portions of the 19th
Floor (such portion(s) being collectively referred to herein as the
"SUBSTANTIALLY COMPLETED 19TH FLOOR PORTIONS"), Landlord shall give notice to
Tenant thereof (such notice being hereinafter referred to as the "PARTIAL
SUBSTANTIAL COMPLETION NOTICE"). After receiving the Partial Substantial
Completion Notice, Tenant shall have the right to accept possession of the
Substantially Completed 19th Floor Portions. To exercise such right, Tenant
shall give notice (the "PARTIAL 19TH FLOOR Notice") to Landlord of Tenant's
desire to exercise such right within fifteen (15) days after Tenant receives the
Partial Substantial Completion Notice, in which event, effective on the date
(the "PARTIAL 19TH FLOOR EFFECTIVE DATE") which is the business day immediately
succeeding the date on which Tenant gives the Partial 19th Floor Notice to
Landlord, the Substantially Completed 19th Floor Portions shall be added to, and
constitute, a part of the Demised Premises. The Partial Substantial Completion
Notice shall set forth the rentable area of the portions of the 19th Floor in
question (as reasonably determined by


                                       20
<PAGE>

Landlord in a manner consistent with the determination of the rentable square
foot area of the entire 19th Floor) and shall have attached to it a floor plan
of the portions of the 19th Floor in question. Unless Landlord and Tenant
otherwise expressly agree in writing, the giving of the Partial 19th Floor
Notice shall conclusively be deemed Tenant's acknowledgement and agreement that
all of the Landlord's Work in such portions of the 19th Floor has been
substantially completed in accordance with the applicable provisions of this
lease and that the rentable area of such portions of the 19th Floor is as set
forth in the Partial Substantial Completion Notice. If Tenant gives the Partial
19th Floor Notice, then at any time after the Partial 19th Floor Effective Date
Tenant shall have the right to perform Tenant's Work and to conduct business in
the Substantially Completed 19th Floor Portions, all in accordance with, and
subject to, the applicable provisions of this lease, including, without
limitation, the provisions of subsection 4.02(g) above.

                  (ii)  If there is a Partial 19th Floor Effective Date, then 
for all purposes of this lease (except as otherwise expressly provided in
subsection 4.02(i)(G) above), including subsections 4.02(i)(F)(i) and (iii)
above, the Substantially Completed 19th Floor Portion and the balance of the
19th Floor shall be treated as separate and distinct premises, with prorated
allocations and apportionments, on a per rentable square foot basis, of the
fixed rent, Tenant's Proportionate Share (as hereinafter defined), and 19th
Floor Rent Abatement Period between the two (2) portions of the 19th Floor, with
the 19th Floor Effective Date for the Substantially Completed 19th Floor Portion
being the Partial 19th Floor Effective Date.

      4.03  (a) Landlord agrees to pay to Tenant, in accordance with, and 
subject to, the provisions of this Section 4.03, an amount not to exceed the
lesser of (i) the cost for Tenant to perform all items of Tenant's Work in the
Phase I Portion, other than the cost of items which constitute Tenant's Property
(as hereinafter defined) and any other item which constitutes personal property
and which is removable from the Phase I Portion on the expiration or sooner
termination of the term of this lease, and (ii) $2,789,640.00 (such lesser
amount being hereinafter referred to as the "CONSTRUCTION PAYMENT"), provided
that at the time Landlord is otherwise obligated to make such payment of the
Construction Payment or any portion thereof, Tenant is not in breach or default
of its obligation to pay any fixed rent or additional rent (and Tenant has been
given notice of such default) and no Event of Default (as hereinafter defined)
then exists. Notwithstanding the foregoing, if at the time Landlord would
otherwise be obligated to pay the Construction Payment, the Phase II
Contribution Payment, the Phase III Contribution Payment or the Phase IV
Contribution Payment (as such terms are hereinafter defined), or any portions
thereof, but for the fact that at such time Tenant is in breach or default of
any of the terms, covenants and conditions of this lease on Tenant's part to
observe, perform or comply with, Landlord shall become obligated to pay the
Construction Payment, the Phase II Contribution Payment, the Phase III
Contribution Payment or the Phase IV Contribution Payment, as the case may be
(or the portion in question) when such breach or default is cured, provided that
this lease is then in full force and effect and the other conditions to
Landlord's obligation to pay same remain satisfied. Notwithstanding anything
contained in this lease to the contrary, no more than ten (10%) percent of the
Construction Payment may be used for architectural, engineering, space planning,
expediter and inspection fees, fees for all municipal and other permits,
licenses and approvals and other so-called "soft costs" (all of the foregoing
being herein referred to as the "SOFT COSTS"), and then only to the extent that
same are directly related to the Tenant's Work (as 


                                       21
<PAGE>

opposed to being related to furniture, furnishings or other non-"HARD COST"
items, none of which shall be paid for, or reimbursed by Landlord).

            (b)   Subject to the provisions of this Section, Landlord hereby
agrees to make periodic payments of portions of the Construction Payment to
Tenant as Tenant's Work progresses, in accordance with the terms and conditions
hereinafter set forth (the "CONSTRUCTION PAYMENT CONDITIONS"):

                  (i)   Tenant shall submit to Landlord from time to time, but 
not more often than once per month, requisitions (each such requisition being
herein referred to as a "TENANT'S Request") for such periodic payment with
respect to the portion(s) of Tenant's Work performed subsequent to the
immediately preceding Tenant's Request, the form of which Tenant's Request shall
be designated by Landlord (and reasonably satisfactory to Tenant's architect),
together with the following:

                        (w)   a certificate from Tenant's architect, general
contractor or construction manager setting forth (1) such person's good faith
estimate of the then total cost of Tenant's Work (including, without limitation,
the Soft Costs) (hereinafter referred to as the "TOTAL COST") which Total Cost
shall be subject to Landlord's verification and which Total Cost shall be
adjusted from time to time as such Total Cost changes, (2) the amount of the
Total Cost (as same may have been so adjusted) that has been paid (either
directly by Tenant or from the Construction Payment), (3) the amount incurred or
paid by or on behalf of Tenant on account of Tenant's Work for the period
through the date of Tenant's Request, indicating the portion thereof for which
Tenant has not received a Percentage Payment (plus any retainage amount
permitted and not paid), and (4) copies of all construction contracts, change
orders and other agreements relating to the Tenant's Work, to the extent same
have not been theretofore submitted to Landlord (except for contracts, change
orders and other agreements in respect of portions of the Tenant's Work the
aggregate cost of which is less than $50,000.00, unless specifically requested
by Landlord);

                        (x)   copies of invoices from the contractors and
subcontractors who performed the portions of Tenant's Work referred to in such
Tenant's Request, and from the materialmen and suppliers who supplied the
materials and supplies referred to in such Tenant's Request, and copies of all
invoices previously submitted to Landlord in connection with previous Tenant's
Requests, with an indication on such previously submitted invoices or other
evidence reasonably satisfactory to Landlord, that such previously submitted
invoices have been paid in full, less any retainage;

                        (y)   a certificate from Tenant's architect and general
contractor or construction manager that (1) such portion of the Tenant's Work
has been substantially completed in accordance with all material aspects of the
Tenant's Plans (as such term is defined in Section 13.05 below) and revisions
thereto theretofore approved by Landlord; and (2) there are no violations or
liens against Landlord, the Demised Premises, the Land or the Building (or
against the holders of any interests in any of the foregoing) pending as a
result of such portion of the Tenant's Work; and


                                       22
<PAGE>

                        (z)   lien waivers not previously delivered to Landlord
from each contractor, subcontractor, materialman and supplier for all Tenant's
Work theretofore performed (less any permitted retainage amounts) other than the
Tenant's Work for which the then Tenant's Request is being submitted;

                  (ii)  The contract with Tenant's general contractor or
construction manager shall provide for a reasonable retainage amount, but in no
event less than five (5%) percent; and

                  (iii) Such portion of the Tenant's Work has been performed in
material compliance with the applicable provisions of this lease.

            (c)   Landlord shall have the right, to be reasonably exercised, 
from time to time to enter the Phase I Portion for the purpose of verifying that
such portion of Tenant's Work covered by Tenant's Request has been performed in
accordance with the Tenant's Plans and revisions thereto theretofore approved by
Landlord or otherwise to inspect any or all aspects of Tenant's Work, either by
Landlord's architect or by an independent architect retained by Landlord at its
sole cost and expense. If Landlord exercises such right and said architect shall
provide such verification (or if Landlord does not exercise such right), then,
provided the Construction Payment Conditions have been, and remain, satisfied,
within thirty (30) days after Landlord's receipt of Tenant's Request together
with the accompanying documentation, Landlord shall pay to Tenant the
"PERCENTAGE PAYMENT" (as such term is hereinafter defined) with respect to the
amounts shown on such Tenant's Request as being incurred or paid for the
portions of Tenant's Work reflected thereon (together with the amount of any
retainage to be released). For purposes hereof, the "PERCENTAGE PAYMENT" shall
mean fifty (50%) percent of the amounts shown on such Tenant's Request as being
incurred or paid, for portions of Tenant's Work reflected thereon. The balance
of the Construction Payment, if any, after the substantial completion of
Tenant's Work, shall be paid to Tenant in accordance with the terms and
conditions set forth in subsection (d) below.

            (d)   Subject to the provisions of this Section, Landlord hereby
agrees to pay the unfunded portion of the Construction Payment, if any, in
accordance with the terms and conditions hereinafter set forth (the "FINAL
CONSTRUCTION PAYMENT CONDITIONS"):

                  (i)   After the substantial completion of the Tenant's Work,
Tenant shall submit to Landlord a requisition (herein referred to as the "FINAL
REQUEST") for such unfunded portion of the Construction Payment, the form of
which Final Request shall be designated by Landlord (and reasonably satisfactory
to Tenant's architect), together with the following:

                        (w)   copies of invoices from the contractors and
subcontractors who performed the Tenant's Work, and from the materialmen and
suppliers who supplied the materials and supplies referred to in the Final
Request, and copies of all invoices previously submitted to Landlord in
connection with previous Tenant's Requests, with an indication on such
previously submitted invoices or other evidence reasonably satisfactory to
Landlord, that such previously submitted invoices have been paid in full, less
any retainage (other than those paid receipted invoices previously submitted to
Landlord pursuant to subsection (b) above);


                                       23
<PAGE>

                        (x)   a certificate from Tenant's architect and general
contractor or construction manager that (1) all Tenant's Work has been completed
in accordance with the Tenant's Plans and revisions thereto theretofore approved
by Landlord; (2) there are no violations or liens against Landlord, the Demised
Premises, the Building or the Land (or against the holders of any interests in
any of the foregoing) pending as a result of any of the Tenant's Work;

                        (y)   lien waivers from each contractor, subcontractor,
materialman and supplier who have performed any Tenant's Work (other than those
invoices previously submitted to Landlord pursuant to subsection (b) above); and

                        (z)   in respect of all Tenant's Work, as-built
drawings, and, to the extent specifically requested by Landlord, copies of
balancing reports, operating manuals, maintenance logs, warranties and
guaranties, sign-offs and inspection reports; and

                  (ii) All Tenant's Work has been performed in material
compliance with the applicable provisions of this lease.

            (e) Promptly following the Final Request together with the aforesaid
accompanying documentation, Landlord shall have the right to enter the Phase I
Portion for the purpose of verifying that all of the Tenant's Work has been
completed and performed in accordance with all material aspects of the Tenant's
Plans and revisions thereto theretofore approved by Landlord, either by
Landlord's architect or by an independent architect retained by Landlord at its
sole cost and expense. If Landlord exercises such right and said architect shall
provide such verification (or if Landlord's does not exercise such right), then,
provided the Final Construction Payment Conditions have been, and remain,
satisfied, within thirty (30) days after Landlord's receipt of the Final Request
together with the accompanying documentation, Landlord shall pay to Tenant the
unfunded portion of the Construction Payment (such unfunded portion being
hereinafter referred to as the "FINAL PAYMENT").

            (f) In no event shall the sum of the Percentage Payments and the
Final Payment with respect to the Phase I Portion exceed the lesser of (i)
$2,789,640.00 and (ii) the cost for Tenant to perform all items of Tenant's Work
in the Phase I Portion.

            (g) If Tenant does not submit a final request then, within fifteen
(15) days after Landlord's request therefor, Tenant shall deliver to Landlord
all of the items listed in subsection 4.03(d)(i) above with respect to the
Tenant's Work performed in the Phase I Portion, the Phase II Portion, the Phase
III Portion and the Phase IV Portion.

      4.04 Provided that the Vacant Phase II Effective Date or the Phase II
Effective Date shall have occurred, Landlord agrees to pay to Tenant, in
accordance with and subject to the provisions of Section 4.03, an amount not to
exceed the lesser of (i) the cost for Tenant to perform all items of Tenant's
Work in the Phase II Portion, other than the cost of items which constitute
Tenant's Property and any other item which constitutes personal property and
which is removable from the Phase II Portion on the expiration or sooner
termination of the term of this lease, and (ii) the "PHASE II CONTRIBUTION
AMOUNT" (as hereinafter defined; such lesser amount being hereinafter referred
to as the "PHASE II CONTRIBUTION PAYMENT"), provided that at the


                                       24
<PAGE>

time Landlord is otherwise obligated to make such payment of the Phase II
Contribution Payment or any portion thereof, Tenant is not in breach or default
of its obligation to pay any fixed rent or additional rent and no Event of
Default then exists. The Phase II Contribution Payment shall be made subject to
and in accordance with all of the provisions of Section 4.03 above, except that
any reference to (i) Phase I Portion shall be deemed to refer to the Phase II
Portion, (ii) the dollar amount $2,789,640.00 shall be deemed to refer to the
Phase II Contribution Amount and (iii) Construction Payment shall be deemed to
refer to the Phase II Contribution Payment. For purposes of this Section 4.04,
the term "PHASE II CONTRIBUTION AMOUNT" shall mean the product of (x)
$1,051,820.00, multiplied by (y) a fraction (the "PHASE II TERM FRACTION"), the
numerator of which is the number of full calendar months during the period
commencing on the earlier of (A) the Phase II Effective Date, and (B) June 1,
2001 and ending on the Expiration Date, and the denominator of which is the
number of full calendar months during the Term.

      4.05 Provided that the Vacant Phase III Effective Date or the Phase III
Effective Date shall have occurred, Landlord agrees to pay to Tenant, in
accordance with and subject to the provisions of Section 4.03, an amount not to
exceed the lesser of (i) the cost for Tenant to perform all items of Tenant's
Work in the entire Phase III Portion, other than the cost of items which
constitute Tenant's Property and any other item which constitutes personal
property and which is removable from the Phase III Portion on the expiration or
sooner termination of the term of this lease, and (ii) the "PHASE III
CONTRIBUTION AMOUNT" (as hereinafter defined; such lesser amount being
hereinafter referred to as the "PHASE III CONTRIBUTION PAYMENT"), provided that
at the time Landlord is otherwise obligated to make such payment of the Phase
III Contribution Payment or any portion thereof, Tenant is not in breach or
default of its obligation to pay any fixed rent or additional rent and no Event
of Default then exists. The Phase III Contribution Payment shall be made subject
to and in accordance with all of the provisions of Section 4.03 above, except
that any reference to (i) Phase I Portion shall be deemed to refer to the Phase
III Portion, (ii) the dollar amount $2,789,640.00 shall be deemed to refer to
the Phase III Contribution Amount and (iii) Construction Payment shall be deemed
to refer to the Phase III Contribution Payment. For purposes of this Section
4.05, the term "PHASE III CONTRIBUTION AMOUNT" shall mean the product of (x)
$809,760.00, multiplied by (y) a fraction (the "PHASE III TERM FRACTION"), the
numerator of which is the number of full calendar months during the period
commencing on the earlier of (A) the Phase III Effective Date, and (B) December
1, 2002 and ending on the Expiration Date, and the denominator of which is the
number of full calendar months during the Term.

      4.06 Provided that the Phase IV Effective Date shall have occurred,
Landlord agrees to pay to Tenant, in accordance with and subject to the
provisions of Section 4.03, an amount not to exceed the lesser of (i) the cost
for Tenant to perform all items of Tenant's Work in the Phase IV Portion, other
than the cost of items which constitute Tenant's Property and any other item
which constitutes personal property and which is removable from the Phase IV
Portion on the expiration or sooner termination of the term of this lease, and
(ii) the "PHASE IV CONTRIBUTION AMOUNT" (as hereinafter defined); such lesser
amount being hereinafter referred to as the "PHASE IV CONTRIBUTION PAYMENT",
provided that at the time Landlord is otherwise obligated to make such payment
of the Phase IV Contribution Payment or any portion thereof, Tenant is not in
breach or default of its obligation to pay any fixed rent or additional rent and
no Event of 


                                       25
<PAGE>

Default then exists. The Phase IV Contribution Payment shall be made subject to
and in accordance with all of the provisions of Section 4.03 above, except that
any reference to (i) Phase I Portion shall be deemed to refer to the Phase IV
Portion, (ii) the dollar amount $2,789,640.00 shall be deemed to refer to the
Phase IV Contribution Amount and (iii) Construction Payment shall be deemed to
refer to the Phase IV Contribution Payment. For purposes of this Section 4.06,
the term "PHASE IV CONTRIBUTION AMOUNT" shall mean the product of (x)
$1,262,345.00, multiplied by (y) a fraction (the "PHASE IV TERM FRACTION"), the
numerator of which is the number of full calendar months during the period
commencing on the earlier of (A) the Phase IV Effective Date, and (B) December
1, 2003 and ending on the Expiration Date, and the denominator of which is the
number of full calendar months during the Term.

      4.07  If Landlord does not pay any installment of the Construction 
Payment, the Phase II Contribution Payment, the Phase III Contribution Payment
or the Phase IV Contribution Payment, as the case may be, when properly due
Tenant in accordance with, and subject to, the terms and conditions of this
lease and such failure continues for more than three (3) business days after
notice from Tenant that same is overdue, then provided Landlord did not or does
not notify Tenant prior to the expiration of said three (3) business day period
that it disputes that such payment is due Tenant in accordance with, and subject
to, the provisions of this lease, the amount of the Construction Payment, the
Phase II Contribution Payment, the Phase III Contribution Payment or the Phase
IV Contribution Payment, as the case may be, that is so properly due but not
paid, plus interest on the balance of such amount from time to time outstanding,
from the date such amount was due through the date next preceding the date of
which such amount is fully deducted (as hereinafter provided), at an annual
interest rate equal to the rate described in subsection 30.01(b) below, shall be
deducted from the next installment(s) of fixed rent and additional rent payable
hereunder.

      4.08  (a)   As soon as is practicable after the Commencement Date, the 
Phase II Effective Date, the Phase III Effective Date and the Phase IV Effective
Date, as the case may be, Landlord shall perform the Post-Commencement
Landlord's Work in the corresponding portion of the Demised Premises (i.e., the
Phase I Portion, the Phase II Portion, the Phase III Portion and the Phase IV
Portion, respectively), and in doing so shall use all commercially reasonable
efforts to minimize interference with the performance of Tenant's Work in such
portions of the Demised Premises and with Tenant's use of such portions for the
purposes expressly permitted under this lease.

            (b)  If the Commencement Date and the 19th Floor Effective Date
have occurred, but the Post-Commencement Landlord's Work described in Paragraphs
3 and/or 5 of Part II of Exhibit G is not substantially completed (or deemed
substantially completed) by the Post-Completion Landlord's Work Outside Date (as
hereinafter defined), then, as Tenant's sole and exclusive right and remedy,
during the period commencing on the date next succeeding the Post-Completion
Landlord's Work Outside Date through the date next preceding the date on which
all such Post-Commencement Landlord's Work is substantially completed, the
annual fixed rent payable under this lease shall be reduced by $500.00 per day.
For the purposes of this subsection, "POST-COMPLETION LANDLORD'S WORK OUTSIDE
DATE" shall mean, with respect to the 18th and 20th floors of the Phase I
Portion, the date which is five (5) months after the Landlord's Work in respect
of such floors is actually substantially completed (as opposed to deemed


                                       26
<PAGE>

substantially completed), with respect to each of the other floors of the
Demised Premises, the date which is five (5) months after the Landlord's Work in
respect of such floor is actually substantially completed (as opposed to deemed
substantially completed).

      4.09  (a) In addition to Landlord's Work to be performed pursuant to this
Article, Landlord intends to perform substantially the work described in Exhibit
H hereto (such work being herein referred to as the "BASE BUILDING WORK") by the
time periods set forth in said Exhibit. Landlord shall have no obligation to
advise Tenant of any modifications to the Base Building Work.

            (b) If any portion of the Base Building Work is not substantially
completed (or deemed substantially completed) by the corresponding date set
forth in said Exhibit H as the "Outside Completion Date" for such portion of the
Base Building Work, then, as Tenant's sole and exclusive right and remedy,
during the period commencing on the corresponding "Outside Completion Date"
through the date next preceding the date on which the portion of the Base
Building Work in question is substantially completed, the annual fixed rent
payable under this lease (prorated on a PER DIEM basis) shall be reduced by an
amount equal to the "Multiplier" for the corresponding portion of the Base
Building Work, multiplied by the rentable area of the Demised Premises during
such period.

                           ARTICLE 5 5
                       ADJUSTMENTS OF RENT

     5.01    TAX ESCALATION.  For the purpose of this lease:

            (a)   "TAXES" shall mean the real estate taxes and assessments and
special assessments imposed upon the Building and the Land including, without
limitation, any assessments for public improvement or benefit to the Building or
Land, or the locality in which the Land is situated, such as Business
Improvement District taxes and assessments. If at any time during the term of
this lease the methods of taxation prevailing at the commencement of the term
hereof shall be altered so that in lieu of or as an addition to or as a
substitute for the whole or any part of the taxes, assessments, levies,
impositions or charges now levied, assessed or imposed on real estate and the
improvements thereon, there shall be levied, assessed or imposed (i) a tax,
assessment, levy, imposition or charge wholly or partially as capital levy or
otherwise on the rents received therefrom, or (ii) a tax, assessment, levy,
imposition or charge measured by or based in whole or in part upon the Demised
Premises and imposed upon Landlord, or (iii) a license fee measured by the rents
payable by Tenant to Landlord, then all such taxes, assessments, levies,
impositions or charges, or the part thereof so measured or based, shall be
deemed to be included within the term "Taxes" for the purposes hereof. The term
"TAXES" shall not include any income, franchise, transfer, inheritance, capital
stock or other similar tax imposed on Landlord unless, due to a future change in
the method of taxation, an income, franchise, transfer, inheritance, capital
stock or other tax shall be levied against Landlord in substitution for any tax
or increase therein which would otherwise constitute "Taxes", as defined in the
first sentence of this subsection (a), in which event such income, franchise,
transfer, inheritance, capital stock or other tax shall be deemed to be included
in the term "Taxes" but any such income or similar tax shall be computed as if
the Building and the Land were the only property of 


                                       27
<PAGE>

Landlord. If any assessment is paid by Landlord in installments, then only the
installments paid by Landlord in a given Tax Year shall be included in "Taxes"
for such Tax Year. If, by law, any assessment may be paid in installments but
Landlord chooses not to pay same in installments, then, for the purposes of
determining the Taxes for a given Tax Year: (i) such assessment shall be deemed
to have been payable in the maximum number of installments permitted by law, and
(ii) there shall be included in Taxes for each Tax Year the installments of such
assessment that would have been payable during such Tax Year had Landlord
elected to pay such assessment in the maximum number of installments, together
with any interest thereon that would payable during such Tax Year. "Taxes" shall
also include penalties and interest to the extent attributable to Tenant's
failure to timely and properly pay the Tax Payment (as hereinafter defined) as
required under this lease; but not penalties and interest attributable to any
other tenant's or Landlord's failure to timely and properly pay Taxes.

            (b)   "BASE TAX YEAR" shall mean the 2000/2001 Tax Year;

            (c)   "BASE TAX RATE" shall mean the Taxes for the Base Tax Year as
initially assessed, without giving effect to any subsequent reduction (other
than a reduction that corrects an error made by the taxing authority);

            (d)   "TAX YEAR" shall mean the fiscal year for which Taxes are 
levied by the governmental authority;

            (e)   "TENANT'S PROPORTIONATE SHARE" shall mean 6.884%, which has
been computed on the basis of a fraction, the numerator of which is the agreed
rentable square foot area of the 18th and 20th floors of the Phase I Portion as
set forth below, and the denominator of which is the agreed rentable square foot
area of the Building as set forth below. Effective on the 19th Floor Effective
Date (or on the Commencement Date, if the 19th Floor Effective Date occurs on
the Commencement Date), Tenant's Proportionate Share shall be increased by
3.467%. Effective on the Phase II Effective Date, Tenant's Proportionate Share
shall be increased by 3.903%; effective on the Phase III Effective Date,
Tenant's Proportionate Share shall be increased by 3.005%; and effective on the
Phase IV Effective Date, Tenant's Proportionate Share shall be increased by
4.684%. The parties agree that the rentable square foot area of the Phase I
Portion shall be deemed to be 79,704 square feet (29,872 square feet of which is
attributable to the 18th floor, 26,696 square feet of which is attributable to
the 19th Floor, and 23,136 square feet of which is attributable to the 20th
floor), the rentable square foot area of the Phase II Portion shall be deemed to
be 30,052 square feet, the rentable square foot area of the Phase III Portion
shall be deemed to be 23,136 square feet, and the rentable square foot area of
the Phase IV Portion shall be deemed to be 36,067 square feet and that the
agreed rentable square foot area of the Building shall be deemed to be 770,000
square feet (hereinafter referred to as the "BUILDING AREA"). If the Partial
19th Floor Effective Date occurs before the 19th Floor Effective Date, or if the
Vacant Phase II Effective Date occurs before the Phase II Effective Date, or if
the Vacant Phase III Effective Date occurs before the Phase III Effective Date,
then on the Partial 19th Floor Effective Date, the Vacant Phase II Effective
Date and on the Vacant Phase III Effective Date, the Tenant's Proportionate
Share shall be increased based on the rentable area of the applicable Portion of
the 19th Floor, the Vacant Phase II Portion and Vacant Phase III Portion,
respectively, that is added to the Demised Premises, and the increases in
Tenant's Proportionate Share provided for above 


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<PAGE>

on the 19th Floor Effective Date, the Phase II Effective Date and/or the Phase
III Effective Date, as the case may be, shall be reduced by percentages by which
Tenant's Proportionate Share is increased on the Partial 19th Floor Effective
Date, the Vacant Phase II Effective Date and on the Vacant Phase III Effective
Date, respectively.

      5.02  If the Taxes for any Tax Year shall be more than the Base Tax Rate,
Tenant shall pay, as additional rent for such Tax Year, an amount (the "TAX
PAYMENT") equal to Tenant's Proportionate Share of the amount by which the Taxes
for such Tax Year are greater than the Base Tax Rate. The Tax Payment and the
Base Tax Rate shall be appropriately prorated, if necessary, to correspond with
that portion of a Tax Year occurring within the Term of this lease that is
applicable to the various portions of the Demised Premises. The Tax Payment
shall be payable by Tenant within fifteen (15) days after receipt of a demand
from Landlord therefor (such demand being hereinafter referred to as a "TAX
STATEMENT"), which demand shall be accompanied by a copy of the tax bill or
notice of assessment for the Tax Year in respect of which a Tax Payment is being
demanded, together with Landlord's computation of the Tax Payment, but in no
event shall Tenant be obligated to make the Tax Payment more than forty-five
(45) days prior to the date on which the corresponding Taxes are due to the
taxing authority.

      5.03  Notwithstanding the fact that the Tax Payment is measured by an
increase in Taxes, such increase is additional rent and shall be paid by Tenant
as provided herein regardless of the fact that Tenant may be exempt, in whole or
in part, from the payment of any taxes by reason of Tenant's diplomatic or other
tax exempt status or for any other reason whatsoever.

      5.04  Only Landlord shall be eligible to contest the Taxes or the
assessed valuation of the Building or the Land, or to institute tax reduction or
other proceedings to reduce the Taxes or such assessed valuations, or to
negotiate for a reduction in the such assessed valuations prior to the issuance
of a notice of assessment or tax bill (all of the foregoing being collectively
referred to as the "TAX REDUCTION ACTIONS"). Landlord agrees to review the Taxes
for each Tax Year occurring within the term of this lease and make a good faith
determination as to whether or not Landlord shall formally or informally take
any Tax Reduction Action. If Landlord takes any Tax Reduction Action, then
Tenant shall pay to Landlord, within fifteen (15) days after Landlord's demand
therefor, Tenant's Proportionate Share (taking into account the adjustments
provided for in subsection 5.01(e) above) of the actual and out-of-pocket costs
and expenses (including attorneys' fees and disbursements) incurred or paid by
Landlord in taking the Tax Reduction Action (such costs and expenses being
herein referred to as the "TAX REDUCTION EXPENSES"). If Landlord receives a
refund of Taxes for any Tax Year in respect of which Tenant has made a Tax
Payment, Landlord shall return to Tenant Tenant's Proportionate Share of such
refund, less Tenant's Proportionate Share (taking into account the adjustments
provided for in subsection 5.01(e) above) of the Tax Reduction Expenses
attributable to such refund, except to the extent Tenant has already paid to
Landlord Tenant's Proportionate Share (taking into account the adjustments
provided for in subsection 5.01(e) above) of the Tax Reduction Expenses
attributable to such refund.

      5.05  Intentionally omitted.


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<PAGE>

      5.06  (a) Anything in this Article 5 to the contrary notwithstanding,
in the event that the holder of any superior mortgage or the lessor of any
superior lease (as such terms are defined in Section 7.01 hereof) shall require
advance payments from Landlord on account of Taxes, then Tenant will pay
Tenant's Proportionate Share (taking into account the adjustments provided for
in subsection 5.01(e) above) of any amounts on account of Taxes required to be
paid or deposited in advance by Landlord to or with the holder of the superior
mortgage or the lessor of the superior lease to the extent that such payments
made by Landlord exceed the Base Tax Rate. Any payments to be made by Tenant
under this Section 5.06(a) shall be made ten (10) days prior to the date
Landlord is required to make such payments to the holder of the superior
mortgage or the lessor of the superior lease, provided Landlord has given Tenant
at least fifteen (15) days prior notice of such requirement;

            (b) Anything in Sections 5.01 through 5.06 to the contrary
notwithstanding, in no event whatsoever shall the fixed rent be reduced below
the fixed rent initially set forth in Section 1.04(a) hereof as same may be
increased by provisions of this lease other than Sections 5.01 through 5.06.

      5.07  EXPENSE ESCALATION.  For purposes of this lease:

            (a)   "OPERATING EXPENSES" shall mean any or all expenses incurred 
by Landlord in connection with the operation, maintenance and repair of the
Building, including all expenses incurred as a result of Landlord's compliance
with any of its obligations hereunder and such expenses shall include: (i)
salaries, wages, medical, surgical and general welfare benefits (including group
life insurance), pension payments and other fringe benefits of employees of
Landlord engaged in the operation and maintenance of the Building (the salaries
and other benefits aforesaid of such employees servicing the Building shall be
comparable to those of employees servicing buildings similar to the Building,
located in the Borough of Manhattan); (ii) payroll taxes, worker's compensation,
uniforms and dry cleaning for the employees referred to in subdivision (i);
(iii) the cost of all charges for steam, heat, ventilation, air conditioning and
water (including sewer rental) furnished to the public portions of the Building
and/or used in the operation of all of the service facilities of the Building
and the cost of all charges for electricity furnished to the public and service
areas of the Building and/or used in the operation of all of the service
facilities of the Building including any taxes on any of such utilities; (iv)
the cost of all charges for rent, casualty, war risk insurance (if obtainable
from the United States government) and of liability insurance for the Building
to the extent that such insurance is required to be carried by Landlord under
any superior lease or superior mortgage or if not required under any superior
lease or superior mortgage then to the extent such insurance is carried by
owners of buildings comparable to the Building; (v) the cost of all building and
cleaning supplies for the common areas of the Building and charges for telephone
for the Building; (vi) the cost of all charges for management, security,
cleaning and service contracts for the Building (if no managing agent is
employed by Landlord, there shall be included in Operating Expenses a sum equal
to 2.5% of all rents and other charges collected from tenants or other permitted
occupants of the Building); (vii) the cost of rentals of capital equipment
designed to result in savings or reductions in Operating Expenses which costs
shall not exceed the savings realized; (viii) the cost incurred , which are
non-capital expenditures, in connection with the maintenance and repair of the
Building; and (ix) expenditures for capital improvements (l) which under
generally 


                                       30
<PAGE>


accepted accounting principles as applied to real estate practice are expensed
or regarded as deferred expenses, or (2) which are required by any law enacted
after the date of this lease or any amendment enacted after the date of this
lease of any existing law, or (3) which are designed to result in a saving in
the amount of Operating Expenses, in any of such cases the cost thereof shall be
included in Operating Expenses for the Operational Year in which the costs are
incurred and subsequent Operational Years, amortized on a straight line basis,
over the useful life thereof as determined in accordance with generally accepted
accounting principles consistently applied (except that, with respect to a
capital improvement which is of the type specified in clause (3), such cost
shall be amortized over such period of time as Landlord reasonably estimates
such savings in Operating Expenses will equal Landlord's cost for such capital
improvement but in no event in excess of the amount of savings actually realized
in any Operational Year), with an interest factor in any of such cases equal to
two (2%) percent above the Prime Rate (as hereinafter defined) at the time of
Landlord's having incurred said expenditure. Landlord may use related or
affiliated entities to provide services (including management services) or
furnish materials for the Building provided that the rates or fees charged by
such entities are competitive with those charged by unrelated or unaffiliated
entities in the same area in the Borough of Manhattan as the Building, for the
same services or materials. Provision in this lease for an expense to be
Landlord's cost or expense (or sole cost or expense), or at Landlord's cost or
expense (or sole cost or expense) shall not affect the inclusion thereof, to the
extent provided above, in Operating Expenses. Operating Expenses shall exclude
or have deducted from them, as the case may be, and as shall be appropriate:

                  1.    leasing and brokerage commissions in connection with 
leases of space in the Building;

                  2.    salaries, fringe benefits and other compensation of
personnel above the grade of building manager;

                  3.    the cost of any electricity furnished to the Demised
Premises or any other space leased in the Building;

                  4.    except as otherwise hereinabove provided, the cost of 
any repair or replacement, alteration, addition or change which is a capital
expenditure under generally accepted accounting principles consistently applied;

                  5.    the cost of services provided to Tenant or any of the 
other tenants of the Building, including overtime HVAC, for which Landlord is
directly compensated, or has the right to be directly compensated, by Tenant or
any other tenant of the Building (except pursuant to provisions similar in
intent to Sections 5.07 through 5.11 hereof for the payment of a share of the
costs of operating the Building), which are not included in fixed rent;

                  6.    the cost of repairs or replacements incurred by reason 
of fire or other casualty, or condemnation;

                  7.    advertising and promotional expenditures and any other
expense incurred in connection with the renting of space;


                                       31
<PAGE>

                  8.    legal and other professional or consulting fees 
incurred in disputes with tenants, and legal, arbitration and auditing fees
other than legal, arbitration and auditing fees reasonably incurred (a) in
connection with the maintenance and operation of the Building or (b) in
connection with the preparation of statements required pursuant to rental
escalation provisions;

                  9.    depreciation of the Building, equipment or other
improvements;

                  10.   mortgage or other interest and/or debt service and/or
financing and refinancing costs in connection with any loan, secured or
unsecured; ground rents or any other payments under any superior leases;

                  11.   any initial construction work performed by, or at the
expense of, Landlord for tenants, and tenant alteration work or change work,
including any utilities, fees or services incurred in connection with the
performance of such work;

                  12.   painting and decorating of areas to be occupied by
tenants or licensees; special services (i.e., beyond the normal repair,
maintenance and operating of the Building) provided without extra charge, beyond
fixed rent, to some but not all tenants in the Building;

                  13.   Taxes;

                  14.   lease takeover costs and related expenses;

                  15.   any wages, salaries, fringe benefits and other
compensation of Landlord's employees (except as set forth in Section 5.07(a)(i)
and (ii) above) or any general and administrative overhead of Landlord;

                  16.   costs incurred with respect to a sale or purchase of all
or any portion of the Building or any interest therein or in connection with the
purchase or sale of any air or development rights;

                  17.   any interest, fine, penalty or other late charges 
payable by Landlord;

                  18.   the cost of removing, encapsulating or otherwise abating
any asbestos or other hazardous materials in the Building except with respect to
any materials which are determined to be hazardous after the date of this lease;

                  19.   franchise, income, transfer, gains, inheritance, 
personal property or other tax imposed on Landlord;

                  20.   the cost of the acquisition or installation of any
sculpture, paintings or other objects of art in excess of amounts typically
spent for such items in comparable buildings in the vicinity of the Building;


                                       32
<PAGE>

                  21.   the cost of performing work or furnishing services to or
for any tenant other than Tenant, at Landlord's expense, to the extent such work
or service is in excess of any work or service Landlord is obligated to provide
to Tenant or generally to other tenants in the Building at Landlord's expense;

                  22.   amounts that would otherwise be included as an
"Operating Expense" which are reimbursed to Landlord from insurance proceeds,
provided, however, to the extent an amount that is so reimbursed from insurance
proceeds is not reimbursed in the Operational Year in which the amount in
question was included in "Operating Expenses," then at Landlord's option (1) the
Operating Expenses and the Operating Expense Payment for the Operational Year in
which the reimbursed amount in question was included in "Operating Expenses,"
shall be recalculated and the overpayment made by Tenant shall be credited
against rent, unless the term of this lease expires prior to a full crediting,
then same shall be refunded to Tenant, or (2) the reimbursed amount shall be
deducted from the then Operational Year's Operating Expenses; and

                  23.   costs incurred to remedy violations of laws and/or
requirements of public authorities that exist on the date of this lease or which
arise by reason of the failure of Landlord (or Landlord's predecessor) to
construct, maintain or operate the Building or any part thereof in compliance
with such laws and/or requirements of public authorities (excluding the costs of
permits and approvals to comply with laws and/or requirements of public
authorities in the ordinary course of the operation of the Building).

          If during all or part of the Base Operational Year (as hereinafter
defined) or any other Operational Year, Landlord shall not furnish any
particular item(s) of work or service (which would otherwise constitute an
Operating Expense hereunder) to office portions of the Building due to the fact
that (i) such portions are not occupied or leased, (ii) such item of work or
service is not required or desired by the tenant of such portion, or (iii) such
tenant is itself obtaining and providing such item of work or service, then, for
the purposes of computing Operating Expenses, the amount for such item and for
such period shall be deemed to be increased by an amount equal to the additional
costs and expenses which would reasonably have been incurred during such period
by Landlord if it had at its own expense furnished such item of work or services
to such portion of the Building or to such tenant.

            (b)   "OPERATIONAL YEAR" shall mean each calendar year during the
Term hereof.

            (c)   "BASE OPERATIONAL YEAR" shall be calendar year 2000;

            (d)   "OPERATING EXPENSE BASE" shall mean Operating Expenses for the
Base Operational Year;

            (e)   "TENANT'S PROJECTED SHARE OF OPERATING EXPENSES" shall mean
Tenant's Operating Expense Payment (as hereinafter defined), if any, for the
prior Operational Year divided by twelve (12) and payable monthly by Tenant to
Landlord as additional rent.


                                       33
<PAGE>

      5.08  After the expiration of the Base Operational Year, Landlord shall
furnish Tenant a statement setting forth the aggregate amount of the Operating
Expenses for the Base Operational Year. After the expiration of each Operational
Year after the Base Operational Year, Landlord shall furnish Tenant a statement
setting forth the aggregate amount of the Operating Expenses for such
Operational Year. The statement furnished under this Section 5.08 is hereinafter
referred to as an "OPERATING STATEMENT."

      5.09  If the Operating Expenses for any Operational Year shall be more
than the Operating Expense Base, Tenant shall pay, as additional rent for such
Operational Year, an amount (the "OPERATING EXPENSE PAYMENT") equal to Tenant's
Proportionate Share (taking into account the adjustments provided for in
subsection 5.01(e) above) of the amount by which the Operating Expenses for such
Operational Year are greater than the Operating Expense Base. The Operating
Expense Payment shall be prorated, if necessary, to correspond with that portion
of an Operational Year occurring within the Term of this lease that is
applicable to the various portions of the Demised Premises. The Operating
Expense Payment shall be payable by Tenant within fifteen (15) days after
receipt of the Operating Statement.

      5.10  Commencing with the first Operational Year after Landlord shall be
entitled to receive an Operating Expense Payment, Tenant shall pay to Landlord
as additional rent for the then Operational Year, Tenant's Projected Share of
Operating Expenses. If the Operating Statement furnished by Landlord to Tenant
at the end of then Operational Year shall indicate that Tenant's Projected Share
of Operating Expenses exceeded the Operating Expense Payment, Landlord shall
either (a) pay the amount of excess directly to Tenant concurrently with the
notice or (b) permit Tenant to credit the amount of such excess against the
subsequent payment of fixed rent or additional rent due hereunder; if such
Operating Statement furnished by Landlord to Tenant hereunder shall indicate
that the Operating Expense Payment exceeded Tenant's Projected Share of
Operating Expenses for the then Operational Year, Tenant shall pay the amount of
such excess to Landlord within fifteen (15) days after Landlord furnishes such
Operating Statement to Tenant.

      5.11  Every Operating Statement given by Landlord pursuant to Section
5.08 shall be conclusive and binding upon Tenant unless (i) within 120 days
after the receipt of such Operating Statement Tenant shall notify Landlord that
it disputes the correctness of the Operating Statement, specifying in reasonable
detail either the particular respects in which, or the basis upon which, the
Operating Statement is claimed to be incorrect, and (ii) if such dispute shall
not have been settled by agreement, shall submit the dispute to arbitration
within 180 days after receipt of the Operating Statement. Landlord agrees, at no
cost expense to Landlord, to grant Tenant reasonable access to those books and
records of Landlord relevant to such dispute (other than privileged materials)
for the purpose of verifying Operating Expenses incurred by Landlord in the
Operational Year in question and to have and make copies of any and all bills
and vouchers relating to such dispute. Tenant agrees that Tenant will not
employ, in connection with any review or dispute under this lease, any person
who is to be compensated, in whole or in part, on a contingency fee basis. In
connection with any such review, audit or dispute, Tenant and its
representatives shall execute and deliver to Landlord a confidentiality
agreement, in form and substance reasonably satisfactory to Landlord and Tenant,
whereby such parties agree not to disclose to any third party any of the
information obtained in connection with such review or 


                                       34
<PAGE>

audit, or the substance of any admissions or stipulations by any party in
connection therewith, or of any resulting reconciliation, compromise or
settlement. Pending the determination of such dispute by agreement or
arbitration as aforesaid, Tenant shall within fifteen (15) days after receipt of
such Operating Statement, pay additional rent, if due, in accordance with the
Operating Statement and such payment shall be without prejudice to Tenant's
position. If the dispute shall be determined in Tenant's favor, Landlord shall,
within fifteen (15) days after Tenant's demand therefor, pay Tenant the amount
of Tenant's overpayment of the Operating Expense Payment, if any, resulting from
compliance with the Operating Statement, plus the reasonable out-of-pocket cost
actually paid by Tenant to the person who conducted the audit of Landlord's
books and records on Tenant's behalf in connection with verifying the Operating
Expenses for the Operational Year in question, but only if the actual
overpayment by Tenant of the actual Operating Expense Payment (as opposed to any
Tenant's Projected Share of Operating Expenses) is more than 108% of the
Operating Expense Payment so finally determined for the Operational Year in
question.

      5.12  Landlord's failure during the lease term to prepare and deliver any
of the demands, tax bills, notices of assessment, statements, other notices or
other bills set forth in this Article 5, or Landlord's failure to make a demand,
shall not in any way cause Landlord to forfeit or surrender its rights to
collect any of the foregoing items of additional rent which may have become due
during the term of this lease. Notwithstanding the foregoing, and except in the
case where the term of this lease ends as a result of a default under any of the
terms, covenants or conditions in this lease on Tenant's part to observe,
perform or comply with, Landlord shall be deemed to have waived its right to
claim any Tax Payment for any Tax Year occurring (in whole or in part) during
the term of this lease if Landlord shall fail to render a Tax Statement with
respect to any such Tax Years within three (3) years after the last day of the
term of this lease, and Landlord shall be deemed to have w