Spectrum Group International, Inc. – ‘8-K’ for 9/27/05 – EX-10

On:  Monday, 10/3/05, at 3:32pm ET   ·   For:  9/27/05   ·   Accession #:  922423-5-1588   ·   File #:  1-11988

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8K Current Report                                 5     23K 
 2: EX-3        Exhibit 3(I) Certificate of Ownership & Merger         3     13K 
 3: EX-10       Exhibit 10.1 Employment Agreement                     22    103K 
 4: EX-10       Exhibit 10.2 Lease                                    72    230K 
 5: EX-99       Exhibit 99.1 Press Release                             3     16K 

EX-10   —   Exhibit 10.2 Lease
Exhibit Table of Contents

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                                                                    Exhibit 10.2

__________________________________________________

 FIFTH AVENUE BUILDING COMPANY LLC

 Landlord,

 GREG MANNING AUCTIONS, INC.

 Tenant.

__________________________________________________

__________

 LEASE
__________

Premises:   Part of the 27th Floor                                              
623 Fifth Avenue                                        
New York, New York 10022                                

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 TABLE OF CONTENTS
 -----------------

ARTICLE                                                           PAGE          
-------                                                           ----          

1.    Premises; Term.................................................1          
2.    Commencement of Term...........................................1          
3.    Rent...........................................................2          
4.    Use............................................................3          
5.    Alterations, Fixtures..........................................5          
6.    Repairs........................................................8          
7.    Floor Load; Noise..............................................9          
8.    Laws, Ordinances, Requirements of Public Authorities...........9          
9.    Insurance.....................................................11          
10.   Damage by Fire or Other Cause.................................13          
11.   Assignment, Subletting, Mortgaging............................14          
12.   Liability of Landlord and Indemnity by Tenant.................20          
13.   Moving of Heavy Equipment.....................................23          
14.   Condemnation..................................................23          
15.   Entry, Right to Change Public Portions of the Building........24          
16.   Conditional Limitations, Etc..................................25          
17.   Mechanic's Liens..............................................29          
18.   Landlord's Right to Perform Tenant's Obligations..............30          
19.   Covenant of Quiet Enjoyment...................................30          
20.   Excavation....................................................30          
21.   Services and Equipment........................................31          
22.   Escalation....................................................34          
23.   Electricity...................................................40          
24.   Broker........................................................43          
25.   Subordination and Ground Lease................................43          
26.   Estoppel Certificate..........................................45          
27.   Waiver of Jury Trial..........................................46          
28.   Surrender of Premises.........................................46          
29.   Rules and Regulations.........................................47          
30.   Successors and Assigns and Definitions........................47          
31.   Notices.......................................................48          
32.   No Waiver; Entire Agreement...................................48          
33.   Captions......................................................50          
34.   Inability to Perform..........................................50          
35.   No Representations by Landlord................................50          
36.   Security Deposit..............................................51          
37.   Late Payment Charge...........................................53          
38.   Rent Control..................................................54          
39.   Supplemental Air Conditioning.................................54          
40.   Landlord's Reimbursement Contribution.........................55          

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TABLE OF CONTENTS, cont.
------------------------

ARTICLE                                                           PAGE          
-------                                                           ----          

Testimonium and Signatures.....................................56   
Acknowledgments ...............................................57   
Schedule A      Floor Plan.....................................58   
Schedule B      Description of Land ...........................59   
Schedule C      Rules and Regulations..........................60   
Schedule D      Cleaning Specifications........................65   
Schedule E      Definitions....................................67   

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       INDENTURE OF LEASE made as of this 27th day of September, 2005,
between FIFTH AVENUE BUILDING COMPANY LLC, a New York limited liability company,
having an office at 750 Lexington Avenue, New York, New York 10022 ("Landlord") 
and, GREG MANNING AUCTIONS, INC., a Delaware corporation having an office at 775
Passaic Avenue, West Caldwell, New Jersey 07006 ("Tenant").                     

 W I T N E S S E T H :

 ARTICLE 1

Premises; Term

     Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the following space ("Demised Premises"): part of the 27th floor as    
shown crosshatched on the floor plan (Schedule A) attached hereto, in the office
building known as and by the street number 623 Fifth Avenue, in the Borough of  
Manhattan, City and State of New York ("Building"), located on the land ("Land")
more particularly described in Schedule B attached hereto, upon and subject to  
the terms, covenants and conditions hereafter set forth.                        

       TO HAVE AND TO HOLD the Demised Premises unto Tenant for a term
commencing on October 1, 2005 (the "Commencement Date") and ending on September 
30, 2015 (the "Expiration Date"), or on such earlier date upon which said term  
may expire or terminate pursuant to the conditions of this Lease or pursuant to 
law.                                                                            

           IT IS MUTUALLY COVENANTED AND AGREED between Landlord and Tenant as
follows:                                                                        

 ARTICLE 2

Commencement of Term

            Section 2.01. The term of this Lease and the payment of minimum rent
hereunder shall commence on the Commencement Date. Landlord shall deliver       
possession of the Demised Premises on or before the Commencement Date. Landlord 
shall have no obligation to perform any work in connection with preparing the   
Demised Premises for Tenant's occupancy. Promptly following the date hereof,    
Landlord, at its expense, shall perform the following work: (i) install         
appliances (items to be furnished by Tenant at its expense), (ii) furnish and   
install building standard window treatment, (iii) furnish and install building  
standard sink, and (iv) furnish and install remaining doors as shown on prebuilt
plan. If all of such work has not been substantially completed within           

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forty-five (45) days following the date hereof, then Tenant shall be entitled to
an additional abatement of the minimum rent equal to one (1) day for each one   
(1) business day thereafter until such work has been substantially completed.   
Landlord's work shall be deemed to be substantially completed where all of      
Landlord's work, except for minor details or adjustments, none of which         
materially interfere with Tenant's use of the Demised Premises, have been       
completed.                                                                      

         Section 2.02. Tenant has fully inspected the Demised Premises, is
familiar with the condition thereof and agrees to accept possession of the same 
on the Commencement Date in its then "As Is" condition, except for the          
substantial completion of Landlord's work as set forth in Section 2.01.         

    Section 2.03. If, prior to the Commencement Date, subject to
Landlord's consent, Tenant shall enter the Demised Premises to make any         
installations, Landlord shall have no liability or obligation for the care or   
preservation of Tenant's property, except if due to the negligence of Landlord, 
its agents, contractors, invitees and employees.                                

           Section 2.04. Promptly after the Commencement Date upon the request
of Landlord, Landlord and Tenant shall execute a statement confirming the agreed
upon Commencement and Expiration Dates of this Lease, in accordance with the    
foregoing provisions.                                                           

 ARTICLE 3

Rent

            Section 3.01. Tenant shall pay as rent for the Demised Premises, the
following:                                                                      

                  (a) a fixed minimum rent (the "minimum rent") at the following
annual rates:                                                     

          (i)   $396,912.50  per annum (or $33,076.04 per month)
for the  first  five (5) years and six (6)  months  following  the  
Commencement  Date,  provided if the Commencement  Date is not the  
first day of a month,  then the minimum  rent for such month shall  
be prorated; and                                                    

          (ii)  $425,162.50  per annum (or $35,430.21 per month)
for the remainder of the term; and                                  

                (b) all other sums and charges required to be paid by Tenant
      to Landlord under the terms of this Lease (including without limitation,
       the payments required to be made under Article 22), which shall be deemed
to be and are sometimes referred to hereafter as additional rent. 

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           Section 3.02. Notwithstanding the provisions of Section 3.01 hereof
and provided Tenant is not then in default under any of the provisions of this  
Lease on its part to be performed, Tenant shall be entitled to an abatement of  
part of the minimum rent only in the amount of $31,545.83 for each of the 1st,  
2nd, 3rd, 4th, 17th and 18th months of the term succeeding the Commencement     
Date, provided the balance of minimum rent in the amount of $1,530.21 for each  
such months shall be paid by Tenant. Tenant shall be required to pay additional 
rent from and after the Commencement Date.                                      

        Section 3.03. Subject to Section 3.02, the minimum rent shall be
payable in equal monthly installments not more than one month in advance on the 
first day of each and every month during the term of this Lease, except that the
amount of $33,076.04 shall be paid upon the execution of this Lease and applied 
to the payment of minimum rent for the 5th month of the term following the      
Commencement Date.                                                              

     Landlord and Tenant agree that Tenant shall pay minimum rent,
additional rent and other amounts now due or hereafter to become due to the     
Landlord or its agents as provided for in this Lease, (as and when due) directly
to the following lock-box account:                                              

Fifth Avenue Building Company LLC                       
P.O. Box 5719                                           
Hicksville, New York 11802-5719                         

All rent checks shall be made payable to Fifth Avenue Building Company LLC.     

           Section 3.04. Tenant shall pay the minimum rent and additional rent
in lawful money of the United States which shall be legal tender for the payment
of all debts, public and private, at the time of payment.                       

           Section 3.05. The minimum rent and additional rent shall be payable
by Tenant without any set-off, abatement or deduction whatsoever and without    
notice or demand, except as otherwise expressly provided herein.                

 ARTICLE 4

 Use

           Section 4.01. Tenant shall use and occupy the Demised Premises only
for administrative, executive and/or general office purposes and any uses       
ancillary thereto.                                                              

            Section 4.02. Notwithstanding the provisions of Section 4.01, Tenant
shall not use or allow the use of the Demised Premises or any part thereof (1)  
for the cooking and/or sale of food, provided that Tenant may have a pantry,    
including a microwave oven to warm food for consumption by Tenant's employees   
and guests; (2) for storage for sale of any                                     

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alcoholic beverage in the Demised Premises; (3) for the sale of any product or  
material from the Demised Premises; (4) for manufacturing or printing purposes; 
(5) for the conduct of a school or training facility or similar type of business
which results in the presence of the general public in the Demised Premises; (6)
for the conduct of the business of an employment agency or personnel agency; (7)
for the conduct of any public auction or public exhibition; (8) for occupancy by
a foreign, United States, state, municipal or other governmental or             
quasi-governmental body, agency or department or any authority or other entity  
which is affiliated therewith or controlled thereby and which has diplomatic or 
sovereign immunity or the like with respect to a commercial lease; (9) for      
messenger or delivery service (excluding Tenant's own employees or outside      
services); (10) as a public stenographer or typist; (11) as a telephone or      
telegraph agency; (12) as a company engaged in the business of renting office(s)
or desk space in the Demised Premises; (13) as medical offices or a laboratory; 
(14) as a travel agency; (15) as a dating service; (16) as a restaurant; (17) as
a night club, discotheque, arcade or like kind establishments; (18) as a public 
or quasi-public health facility, radiation treatment facility, methadone clinic 
or other drug related clinic, abortion clinic, or for any practice conducted in 
or through the format of a clinic; (19) as a pawn shop; (20) as an off-track    
betting parlor; (21) as a homeless shelter, soup kitchen or similar use; (22)   
for the sale or display or pornographic products or services; (23) for the use  
or storage of flammable liquids or chemicals (unless incidental to a permitted  
use); (24) as a funeral parlor; (25) for the sale or grooming of pets; or (26)  
for any form of spiritualist services, such a fortune telling or reading.       
Furthermore, the Demised Premises shall not be used for any purpose that would  
create unreasonable or excessive elevator or floor loads, impair or interfere   
with any of the Building operations or the proper and economic heating,         
air-conditioning, cleaning or any other services of the Building, interfere with
the use of the other areas of the Building by any other tenants, or impair the  
appearance of the Building. Neither Tenant nor any person within Tenant's       
control shall use, generate, store, treat and/or dispose of any Hazardous       
Materials (as hereinafter defined) in, on, under or about the Demised Premises, 
except in compliance with applicable Governmental Requirements (as hereinafter  
defined).                                                                       

         Section 4.03. If any governmental license or permit, other than a
Certificate of Occupancy, is required for the proper and lawful conduct of      
Tenant's business in the Demised Premises, or any part thereof, and if failure  
to secure such license or permit would in any way materially adversely affect   
Landlord, 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.                                                                         

    Section 4.04. Tenant shall not at any time use or occupy, or
knowingly permit anyone to use or occupy, the Demised Premises, or do or        
knowingly permit anything to be done in the Demised Premises, in violation of   
the Certificate of Occupancy, for the Demised Premises or for the Building, and 
will not knowingly permit or cause any act to be done or any condition to exist 
on the Demised Premises which may be dangerous unless safeguarded as required by
law, or which in law constitutes a nuisance, public or private, or              

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which may make void or voidable any insurance then in force covering the        
Building and building equipment.                                                

 ARTICLE 5

 Alterations, Fixtures

           Section 5.01. (a) Except as provided in this Lease, Tenant, without
Landlord's prior consent, shall make no structural and mechanical alterations,  
installations, additions or improvements in or to the Demised Premises ("work") 
including, but not limited to, an air-conditioning or cooling system, or any    
unit or part thereof or other apparatus of like or other nature, railings,      
mezzanine floors and the like. However, subject to Landlord's consent which     
shall not be unreasonably withheld or delayed, which consent shall be deemed    
given if no response to a request therefor is given by Landlord to Tenant within
fifteen (15) days after the date of Landlord's receipt thereof, Tenant may make 
non-structural interior work which does not adversely affect the Building       
systems. If any contractor, other than Landlord, shall perform work, such       
contractor shall first be approved by Landlord and as a condition of such       
approval Tenant shall pay to Landlord seven (7%) percent of the cost of such    
work for supervision, coordination and other expenses incurred by Landlord in   
connection therewith. However, such seven (7%) percent charge shall not apply to
Tenant's initial work in the Demised Premises as shown on Tenant's plans        
referred to in Article 40 and the work in the hallway referred to in subdivision
(b) below. Such seven (7%) percent charge shall also not apply to painting,     
carpeting, furnishings and wall covering. If Landlord fails to respond to       
Tenant's request for approval of contractors within ten (10) business days      
following receipt of such request, the same shall be deemed approved. In        
connection with any request by Tenant of Landlord that Landlord approve a       
contractor or subcontractors, Tenant shall cause the proposed contractor or     
subcontractor to complete and submit to Landlord such reasonable questionnaire, 
if any, as Landlord shall require as part of Landlord's contractor integrity    
program. Thereafter, Tenant agrees to cooperate with Landlord in connection with
the implementation of such program and to cause its contractors to comply       
therewith. During the term of this Lease, Landlord may elect to pursue work in  
the Building under the provisions of the ICIP Program (as hereinafter defined). 
Tenant acknowledges that the ICIP Program may impose requirements with respect  
to the hiring and training practices, among other matters, of contractors and   
subcontractors engaged to perform certain work in the Building for Tenant       
(collectively, herein called "Tenant's Contractors"). Tenant shall use Tenant's 
Contractors (subject to Landlord's approvals) that qualify under the applicable 
requirements of the ICIP Program for the performance of Tenant's work and any   
alterations to the Demised Premises and Tenant will require Tenant's Contractors
to comply with the provisions of the ICIP Program. If Landlord is notified of   
any violation of the ICIP Program by Tenant's Contractors, Landlord shall       
promptly advise Tenant, and Tenant shall take all necessary actions to cure such
violations. Workers' compensation and commercial general liability insurance    
covering claims for personal injury, death, bodily injury and property damage   
insurance, all in amounts and with companies and/or forms in accordance with    
Article 9 hereof, shall be provided and at all times maintained by Tenant's     
contractors engaged in                                                          

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the performance of the work, and before proceeding with the work, certificates  
of such insurance shall be furnished to Landlord. If consented to by Landlord,  
all such work shall be done at Tenant's sole expense and in full compliance with
all Governmental Requirements (as hereinafter defined). Upon completion of such 
work, Tenant shall deliver to Landlord full scale "as built" or marked plans for
the same in both paper and electronic formats. All work affixed to the realty   
shall become the property of Landlord, subject to Tenant's right to replace same
during the term hereof with items of equal quality and value, and shall remain  
upon, and be surrendered with, the Demised Premises as a part thereof at the end
of the term or any renewal or extension term, as the case may be, without       
allowance to Tenant or charge to Landlord, unless Landlord, with respect to work
which is not standard office installation and which is unusually difficult and  
costly to remove such as bathrooms and other structural and/or extraordinary    
installations, elects otherwise on notice to Tenant given at the time Landlord  
has consented to the work. However, if Landlord shall so elect otherwise, Tenant
at Tenant's expense, at or prior to any termination of this Lease, shall remove 
all such work or such portion thereof as Landlord shall elect and Tenant shall  
restore the Demised Premises to its original condition, reasonable wear and tear
excepted, at Tenant's expense. Notwithstanding the foregoing, Tenant, at its    
expense, shall cause all wiring and cabling installed in the Demised Premises by
Tenant's contractor to be removed on or before the Expiration Date of this Lease
and shall repair any damage to the Demised Premises caused by such removal.     
However, if Landlord enters into a lease for the Demised Premises with another  
tenant prior to the Expiration Date of this Lease, which requires Landlord to   
demolish the existing improvements therein, then Tenant shall not be required to
remove such cabling and wiring. If any Building facilities or services,         
including but not limited to air-conditioning and ventilating equipment         
installed by Landlord, are adversely affected or damaged solely by reason of the
work by Tenant, Tenant, at its expense, shall repair such damage to the extent  
such damage has been caused by Tenant's work and shall correct the work so as to
prevent any further damage or adverse effect on such facilities or services.    

           (b) Subject to the provisions of Sections 5.01(a) and 5.02, Tenant,
at its cost, may cosmetically refurbish the common area hallway on the 27th     
floor, but not the elevator landing area, subject to Landlord's approval of the 
aesthetic design as shown on Tenant's plans for such work. Tenant shall         
indemnify and hold Landlord harmless with respect to any reasonable out of      
pocket costs, claims, damages or expenses, including reasonable attorneys' fees,
with respect to such work.                                                      

  Section 5.02. Prior to commencing any work pursuant to the
provisions of Section 5.01, Tenant shall furnish to Landlord:                   

                (a) Plans and specifications for the work to be done in both
paper and electronic formats.                                     

             (b) Copies of all governmental permits and authorizations
   which may be required in connection with such work. Landlord, without
cost to Landlord, shall cooperate with Tenant to obtain same.     

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         (c) A certificate evidencing that Tenant (or Tenant's
   contractor) has procured workers' compensation insurance covering all
      persons employed in connection with the work who might assert claims for
   death or bodily injury against Landlord, Tenant, any mortgagee or the
Building.                                                         

           (d) Such additional personal injury and property damage
      insurance (over and above the insurance required to be carried by Tenant
    pursuant to the provisions of Section 9.03) as Landlord may reasonably
require because of the nature of the work to be done by Tenant.   

                (e) Except with respect to Tenant's initial work or for work
thereafter costing less than $100,000.00, a bond or other security
       satisfactory to Landlord, in the amount of one hundred ten (110%) percent
   of the aggregate cost of the work, to insure completion of such work.

           Section 5.03. No approval of plans or specifications by Landlord or
consent by Landlord allowing Tenant to perform work in the Demised Premises     
shall be deemed to be an agreement by Landlord that the contemplated work       
complies with any Governmental Requirements or insurance requirements or the    
certificate of occupancy for the Building nor a determination or representation 
by Landlord that the contemplated work will be functional or operational in the 
Demised Premises nor shall it be deemed to be a waiver by Landlord of the       
compliance by Tenant of any of the terms of this Lease, other than the need to  
obtain Landlord's consent. Neither Landlord, Landlord's agents nor the mortgagee
shall be liable for any labor or materials furnished or to be furnished to      
Tenant upon credit, and no mechanic's or other lien for such labor or materials 
shall attach to or affect any estate or interest of Landlord or the mortgagee in
and to the Demised Premises or the Building Project.                            

          Section 5.04. All movable property, furniture, furnishings, roller
files, equipment and trade fixtures ("personalty") other than those affixed to  
the realty shall remain the property of and shall be removed by Tenant on or    
prior to any termination or expiration of this Lease, and, in the case of damage
by reason of such removal, Tenant, at Tenant's expense, promptly shall repair   
the damage. If Tenant does not remove any such personalty, Landlord, at its     
election, (a) may cause the personalty to be removed and placed in storage at   
Tenant's expense or (b) may treat the personalty as abandoned and may dispose of
the personalty as it sees fit without accounting to Tenant for any proceeds     
realized upon such disposal.                                                    

            Section 5.05. Tenant agrees that the exercise of its rights pursuant
to the provisions of this Article 5 shall not be done in a manner which would   
create any work stoppage, picketing, labor disruption or dispute or violate     
Landlord's union contracts affecting the Building or materially interfere with  
the business of Landlord or any Tenant or occupant of the Building. In the event
of the occurrence of any condition described above arising from the exercise by 
Tenant of its right pursuant to the provisions of this Article 5,               

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Tenant shall, immediately upon notice from Landlord, cease the manner of        
exercise of such right giving rise to such condition. In the event Tenant fails 
to cease such manner of exercise of its rights as aforesaid, Landlord, in       
addition to any rights available to it under this Lease and pursuant to law,    
shall have the right to injunction. With respect to Tenant's work, Tenant shall 
make all arrangements for, and pay all expenses incurred in connection with, use
of the freight elevators servicing the Demised Premises during those hours other
than as provided in Section 21.01(a) in accordance with Landlord's customary    
charges therefor. Notwithstanding the foregoing, Tenant shall be entitled to use
the freight elevators, without charge, for twelve (12) non-business hours in the
aggregate during the term of this Lease.                                        

 ARTICLE 6

 Repairs

         Section 6.01. Tenant shall take good care of the Demised Premises
and the fixtures therein and all portions of the HVAC, mechanical, plumbing and 
electrical systems within and exclusively serving the Demised Premises, and at  
its sole cost and expense make all repairs thereto as and when needed to        
preserve them in good working order and condition, except to the extent such    
repairs are needed as a result of Landlord's misuse or negligence. All damage or
injury to the Demised Premises or the Building or to any building equipment or  
systems caused by Tenant moving property in or out of the Building or by        
installation or removal of personalty or resulting from negligence or conduct of
Tenant, its employees, agents, contractors, customers, invitees and visitors,   
shall be repaired, promptly by Tenant at Tenant's expense, and whether or not   
involving structural changes or alterations, to the satisfaction of Landlord.   
All repairs shall include replacements or substitutions where necessary and     
shall be at least equal to the quality, class and value of the property         
repaired, replaced or substituted and shall be done in a good and workmanlike   
manner.                                                                         

           Section 6.02. Landlord, at its expense, shall maintain and make all
repairs and replacements, structural and otherwise, to the exterior and public  
portions of the Building, to the sidewalks, to the common areas, to the Building
fixtures and equipment and to the Demised Premises, unless Tenant is required to
make them under the provisions of Section 6.01 or unless required as a result of
the performance or existence of alterations performed by Tenant or on Tenant's  
behalf, in which event Tenant, at its expense, shall perform such maintenance,  
repairs or replacements. Tenant shall notify Landlord of the necessity for any  
repairs for which Landlord may be responsible in the Demised Premises under the 
provisions of this Section after learning of same, and Landlord shall make such 
repairs promptly. Landlord shall have no liability to Tenant by reason of any   
inconvenience, annoyance, interruption or injury to business arising from       
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease, or required by law, to make in or to any portion of the Building 
or the Demised Premises, or in or to the fixtures, equipment or appurtenances of
the Building or the                                                             

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Demised Premises. However, Landlord shall use reasonable efforts to make such   
repairs or changes in an manner that minimizes interference with the normal     
conduct of Tenant's business, provided Landlord shall not be required to employ 
overtime or premium labor. All repairs shall include replacements or            
substitutions where necessary and shall be at least equal to the quality and    
value of the property repaired, replaced or substituted and shall be done in a  
good and workmanlike manner.                                                    

            Section 6.03. Tenant shall not store or place any materials or other
obstructions in the lobby or other public portions of the Building, or on the   
sidewalk abutting the Building.                                                 

 ARTICLE 7

 Floor Load; Noise

         Section 7.01. Tenant shall not place a load upon any floor of the
Demised Premises which exceeds the load per square foot which such floor was    
designed to carry (50 lbs. live per square foot) and which is allowed by law.   

          Section 7.02. Business machines and mechanical equipment belonging
to Tenant which cause noise, vibration or any other nuisance that may be        
transmitted to the structure or other portions of the Building or to the Demised
Premises, to such a degree as to unreasonably interfere with the use or         
enjoyment by other tenants of their premises or the public portions of the      
Building, shall be placed and maintained by Tenant, at Tenant's expense, in     
settings of cork, rubber or spring type vibration eliminators sufficient to     
eliminate such objectionable or interfering noise or vibration.                 

 ARTICLE 8

Laws, Ordinances, Requirements of Public Authorities

       Section 8.01. (a) Tenant, at its expense, shall comply with all
laws, orders, ordinances, rules and regulations and directions of Federal,      
State, County and Municipal authorities and departments thereof having          
jurisdiction over the Demised Premises and the Building, now or hereafter in    
effect including but not limited to the Americans With Disabilities Act         
(collectively "Governmental Requirements"), referable to Tenant or the Demised  
Premises, arising solely by reason of Tenant's particular manner of use of the  
Demised Premises or any installations made therein by or at Tenant's request, or
any default by Tenant under this Lease.                                         

                  (b) Tenant covenants and agrees that Tenant shall, at Tenant's
sole cost and expense, comply at all times with all Governmental  
   Requirements governing the use, generation, storage, treatment and/or

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       disposal in the Demised Premises of any "Hazardous Materials" (which term
shall mean any biologically or chemically active or other toxic or
hazardous wastes, pollutants or substances, including, without    
limitation, asbestos, PCBs, petroleum products and by-products,   
substances defined or listed as "hazardous substances" or "toxic  
     substances" or similarly identified in or pursuant to the Comprehensive
   Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.
       9601 et seq., and as hazardous wastes under the Resource Conservation and
 Recovery Act, 42 U.S.C. ss. 6010 et seq., any chemical substance or
 mixture regulated under the Toxic Substance Control Act of 1976, as
  amended, 15 U.S.C. ss. 2601 et seq., any "toxic pollutant" under the
       Clean Water Act, 33 U.S.C. ss. 466 et seq., as amended, any hazardous air
      pollutant under the Clean Air Act, 42 U.S.C. ss. 7401 et seq., hazardous
materials identified in or pursuant to the Hazardous Materials    
  Transportation Act, 49 U.S.C. ss. 1802 et seq., and any hazardous or
  toxic substances or pollutant regulated under any other Governmental
 Requirements). Tenant shall agree to execute, from time to time, at
     Landlord's request, affidavits, representations and the like concerning
    Tenant's best knowledge and belief regarding the presence of Hazardous
    Materials in, on, under or about the Demised Premises, the Building or
the Land. Tenant shall indemnify and hold harmless Landlord, its  
     partners, officers, shareholders, members, directors and employees, the
    lessor under the Saks Lease (as hereinafter defined) and any mortgagee
 (collectively, the "Indemnitees"), from and against any loss, cost,
damage, liability or expense (including attorneys' fees and       
    disbursements) arising by reason of any cleanup, removal, remediation,
    detoxification action or any other activity required or recommended of
      any Indemnitees by any government authority by reason of the presence in
       the Demised Premises of any hereafter occurring Hazardous Materials, as a
  result of or in connection with the act or omission of Tenant or any
   person or entity within Tenant's control. The foregoing covenants and
      indemnity shall survive the expiration of any termination of this Lease.

                (c) Landlord, at its expense, shall comply with and cure all
    Governmental Requirements relating to the Building for which Tenant is
      not responsible under the provisions of subdivision (a) of this Section.
    Landlord, at its expense, may contest the validity of any Governmental
  Requirements and postpone compliance therewith pending such contest,
     provided the same does not materially adversely affect Tenant's ability
to use and occupy the Demised Premises for the conduct of Tenant's
     business and in accordance with this Lease. The foregoing covenants and
      indemnity shall survive the expiration of any termination of this Lease.

           Section 8.02. If Tenant receives written notice of any violation of
any Governmental Requirements applicable to the Demised Premises, it shall give 
prompt notice thereof to Landlord.                                              

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        Section 8.03. Tenant will not clean, nor allow any window in the
Demised Premises to be cleaned, from the outside in violation of Section 202 of 
the Labor Law or the rules of the Board of Standards and Appeals or of any other
board or body having or asserting jurisdiction.                                 

 ARTICLE 9

 Insurance

            Section 9.01. Tenant shall not do or knowingly permit to be done any
act or thing in or upon the Demised Premises which will invalidate or be in     
conflict with the Certificate of Occupancy for the Building or the terms of the 
insurance policies covering the Building and the property and equipment therein;
and Tenant, at its expense, shall comply with all rules, orders, regulations and
requirements of the New York Board of Fire Underwriters or any other similar    
body having jurisdiction, and of the insurance carriers, and shall not knowingly
do or permit anything to be done in or upon the Demised Premises in a manner    
which increases the rate of insurance for the Building or any property or       
equipment therein over the rate in effect on the Commencement Date.             

        Section 9.02. If, solely by reason of Tenant's failure to comply
with the provisions of Section 9.01 or any of the other provisions of this      
Lease, the rate of insurance for the Building or the property and equipment of  
Landlord shall be higher than it would otherwise be, Tenant shall pay to        
Landlord any additional or increased insurance premiums to the extent resulting 
therefrom thereafter paid by Landlord, and Tenant shall make such payment       
forthwith within twenty (20) days after demand of Landlord. In any action or    
proceeding wherein Landlord and Tenant are parties, a schedule or "make up" of  
any insurance rate for the Building or Demised Premises issued by the New York  
Fire Insurance Exchange, or other body establishing fire insurance rates for the
Building, shall be presumptive evidence of the facts therein stated and of the  
several items and charges in the insurance rates then applicable to the Building
or Demised Premises.                                                            

      Section 9.03. (a) Tenant covenants to provide on or before the
Commencement Date and to keep in force during the term hereof, the following    
insurance coverage:                                                             

                  (i) For the benefit of Landlord, Tenant and any mortgagee, a
           commercial general liability policy naming Landlord (and Landlord's
    designees) and any mortgagee whose name and address has been
 supplied to Tenant as additional insureds, protecting and
           indemnifying Landlord, Tenant and any mortgagee against any and all
           claims for personal injury, death, bodily injury or property damage
 occurring upon, in or about the Demised Premises, and the

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     public portions of the Building in connection with any act of
           Tenant, its employees, agents, contractors, customers, invitees and
       visitors including, without limitation, personal injury, death,
          bodily injury or property damage resulting from any work performed
 by or on behalf of Tenant, with coverage of not less than
           $3,000,000.00, combined single limit for personal injury, death and
  property damage arising out of one occurrence or accident.

                 (ii) All risk property insurance utilizing the special form
     in an amount adequate to cover the cost of replacement of all
         personal property, fixtures, furnishings and equipment, including
            Landlord's work (as referred to on Schedule F) and Tenant's work (as
      referred to in Section 5.01), located in the Demised Premises.

             (iii) Workers' compensation insurance in such limits as
required by applicable Governmental Requirements.       

               (iv) Business interruption insurance covering those risks
         referred to in subdivision (ii) above, in the amount equal to all
          rents payable under this Lease for a period of twelve (12) months,
commencing with the date of loss.                       

                (b) All such insurance shall (i) be effected under valid and
enforceable policies, (ii) be issued by insurers of recognized    
      responsibility authorized to do business in the State of New York, (iii)
contain a provision whereby the insurer agrees not to cancel the  
     insurance without ten (10) days' prior written notice to Landlord, (iv)
   contain a provision that no act or omission of Tenant shall result in
forfeiture of the insurance as against Landlord, (v) be in form   
   reasonably acceptable to Landlord, (vi) be primary and not contribute
       with any insurance carried by Landlord, and (vii) be placed with insurers
carrying a Bests rating of at least A-VIII.                       

            On or before the Commencement Date, Tenant shall deliver to Landlord
duplicate originals of the aforesaid policies or certificates evidencing the    
aforesaid insurance coverage, such certificates to contain an endorsement naming
Landlord (and Landlord's designees of whose identities Tenant has received      
notice) as additional insureds for liability insurance, and renewal policies or 
certificates shall be delivered to Landlord at least ten (10) days prior to the 
expiration date of each policy with proof of payment of the premiums therefor.  

          Section 9.04. Landlord shall keep in force during the term hereof,
all risk property insurance coverage for the Building and improvements, insured 
against damage by fire, vandalism and other perils, in the amount required by   
the mortgage.                                                                   

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          Section 9.05. Landlord and Tenant shall each secure an appropriate
clause in, or an endorsement upon, each all risk property insurance policy      
obtained by it and covering the Building, the Demised Premises or the personal  
property, fixtures and equipment located therein or thereon, pursuant to which  
the respective insurance companies waive subrogation or permit the insured,     
prior to any loss, to agree with a third party to waive any claim it might have 
against said third party. The waiver of subrogation or permission for waiver of 
any claim herein before referred to shall extend to the agents of each party and
its employees and, in the case of Tenant, shall also extend to all other persons
and entities occupying or using the Demised Premises in accordance with the     
terms of this lease. If and to the extent that such waiver or permission can be 
obtained only upon payment of an additional charge, then, the party benefitting 
from the waiver or permission shall pay such charge upon demand, or shall be    
deemed to have agreed that the party obtaining the insurance coverage in        
question shall be free of any further obligations under the provisions hereof   
relating to such waiver or permission.                                          

     Subject to the foregoing provisions of this Section 9.05, and
insofar as may be permitted by the terms of the insurance policies carried by   
it, (i) each party hereby releases the other with respect to any claim          
(including a claim for negligence) which it might otherwise have against the    
other party for loss, damages or destruction with respect to its property by    
fire or other casualty (including rental value or business interruption, as the 
case may be) occurring during the term of this Lease and (ii) Tenant releases   
other tenants but only to the extent that the policies of such other tenants    
permit a similar waiver for the benefit of Tenant and such other tenant gives   
such a waiver.                                                                  

ARTICLE 10

 Damage by Fire or Other Cause

  Section 10.01. If the Demised Premises, including, without
limitation, access to the Demised Premises and any part of the Building that    
provides essential services to the Demised Premises shall be damaged by fire or 
other casualty in whole or in part, the damage shall be repaired by and at the  
expense of Landlord and the minimum rent and additional rent pursuant to the    
provisions of Article 22 until such repairs shall be made, shall be apportioned 
according to the part of the Demised Premises which is usable by Tenant.        
Landlord shall have no responsibility to repair any damage to Tenant's work (as 
referred to in Section 5.01), the same being the responsibility of Tenant. No   
penalty shall accrue for delays which may arise by reason of adjustment of      
insurance by Landlord, unavoidable delays (as hereinafter defined), or any other
cause beyond Landlord's reasonable control. Tenant shall give notice to Landlord
promptly upon learning thereof in case of fire or other damage to the Demised   
Premises. If the Building shall be so damaged that Landlord shall decide to     
demolish it or to rebuild it (whether or not the Demised Premises shall have    
been damaged), Landlord at its election may terminate this Lease by written     
notice to Tenant, within sixty (60) days after such fire or other casualty,     

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and thereupon the term of this Lease shall expire by lapse of time upon the     
third (3rd) day after such notice is given, and Tenant shall vacate and         
surrender the Demised Premises to Landlord. Tenant shall not be liable under    
this Lease for anything accruing after the date of such expiration. However, if 
more than twenty-five (25%) percent of the rentable square feet of the Demised  
Premises shall be damaged during the last two (2) years of the term hereof,     
either Landlord or Tenant, at its election, may terminate this Lease by written 
notice to the other within sixty (60) days after such fire or other casualty,   
and thereupon this Lease shall end upon the third (3rd) day after such notice is
given, and Tenant shall vacate and surrender the Demised Premises to Landlord.  
Notwithstanding the foregoing provisions of this Section 10.01, within sixty    
(60) days after such casualty, Landlord shall provide Tenant with an estimate as
to the time reasonably required to repair such damage. If such period exceeds   
nine (9) months from the date of such casualty, Tenant may elect to terminate   
this Lease by notice to Landlord not later than ten (10) days following Tenant's
receipt of such estimate, and thereupon the term of this Lease shall expire on  
the thirtieth (30th) day after Tenant's notice is given, and Tenant shall vacate
and surrender the Demised Premises to Landlord. If the time period set forth in 
said estimate exceeds nine (9) months and Tenant has not terminated this Lease  
and if Landlord does not substantially complete such repairs within the time    
period set forth in such estimate, then Tenant may elect to terminate this Lease
by notice to Landlord within ten (10) days following the expiration of such time
period, and thereupon the term of this Lease shall expire on the thirtieth      
(30th) day after such notice is given, and Tenant shall vacate and surrender the
Demised Premises to Landlord, unless within such thirty (30) day period,        
Landlord substantially completes such restoration or rebuilding in which event  
this Lease shall remain in full force and effect. Tenant hereby waives the      
provisions of Section 227 of the Real Property Law, and the provisions of this  
Article shall govern and control in lieu thereof. If Landlord exercises its     
option to cancel, Landlord must also cancel all other similarly affected tenant 
leases in the Building, where Landlord has the right to do so.                  

     Section 10.02. No damages or compensation shall be payable by
Landlord nor shall Tenant make any claim for inconvenience, loss of business or 
annoyance arising from any repair or restoration of any portion of the Demised  
Premises or of the Building. Landlord shall use its best efforts to commence and
effect such repairs promptly and diligently, and in such manner as not to       
unreasonably interfere with Tenant's occupancy so as to restore the damaged     
property to substantially the same condition as existed before the casualty or  
damage.                                                                         

ARTICLE 11

Assignment, Subletting, Mortgaging

        Section 11.01. Except as otherwise specified herein, Tenant will
not, by operation of law or otherwise, assign, mortgage or encumber this Lease, 
or sublet or permit the Demised Premises or any part thereof to be occupied or  
used by others for desk space, mailing privileges or otherwise, without         
Landlord's prior written consent in each                                        

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instance, which consent shall not be unreasonably withheld subject to the       
provisions of Section 11.07. If this Lease be assigned, or if the Demised       
Premises or any part thereof be underlet or occupied by anybody other than      
Tenant, Landlord, may, after default by Tenant after all applicable notice and  
cure periods, collect rent from the assignee, undertenant or occupant, and apply
the net amount collected to the rent herein reserved, but no assignment,        
underletting, occupancy or collection shall be deemed a waiver of the provisions
hereof, the acceptance of the assignee, undertenant or occupant as tenant, or a 
release of Tenant from the further performance by Tenant of covenants on the    
part of Tenant herein contained. The consent by Landlord to any assignment,     
subletting, mortgage or encumbrance shall not in any manner be construed to     
relieve Tenant from obtaining Landlord's express consent to any other or further
assignment, subletting, mortgage or encumbrance as to which Landlord's consent  
is required pursuant to the terms hereof. In no event shall any permitted       
sublessee assign or encumber its sublease or further sublet all or any portion  
of its sublet space, or otherwise suffer or permit the sublet space or any part 
thereof to be used or occupied by others, without Landlord's prior written      
consent in each instance. If Landlord's consent would be required were Tenant   
seeking to take the action being taken by such sublessee, as sublessor, such    
consent shall not be unreasonably withheld or delayed.                          

           Section 11.02. If Tenant shall at any time or times during the term
of this Lease desire to assign this Lease or sublet all or part of the Demised  
Premises, and if Landlord's consent is required pursuant to the terms hereof,   
Tenant shall give notice thereof to Landlord, which notice shall be accompanied 
by (a) a conformed or photostatic copy of the proposed assignment or sublease,  
together with an abstract of the material terms of the assignment or sublease,  
the effective or commencement date of which shall be not less than thirty (30)  
nor more than 180 days after the giving of such notice, (b) a statement setting 
forth in reasonable detail the identity of the proposed assignee or subtenant,  
the nature of its business and its proposed use of the Demised Premises, (c) a  
statement in sufficient detail reasonably satisfactory to Landlord, setting     
forth the calculations of the sums to be payable to Landlord pursuant to the    
provisions of Section 11.10, and (d) current financial information with respect 
to the proposed assignee or subtenant, including, without limitation, its most  
recent financial report, if available. Such notice shall be deemed an offer from
Tenant to Landlord whereby Landlord (or Landlord's designee) may, at its option,
terminate this Lease if the proposed transaction is an assignment or a sublease 
(whether by one sublease or a series of related or unrelated subleases) of all  
or substantially all of the Demised Premises, for all or substantially all of   
the term hereof. Said options may be exercised by Landlord by notice to Tenant  
at any time within thirty (30) days after such notice has been given by Tenant  
to Landlord; and during such thirty (30) day period Tenant shall not assign this
Lease nor sublet such space to any person.                                      

         Section 11.03. If Landlord exercises its option to terminate this
Lease in the case where Tenant desires either to assign this Lease or sublet    
(whether by one sublease or a series of related or unrelated subleases) all or  
substantially all of the Demised Premises for all or substantially all of the   
term, then this Lease shall end and                                             

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expire on the date that such assignment or sublet was to be effective or        
commence, as the case may be, and the minimum rent and additional rent shall be 
paid and apportioned to such date.                                              

         Section 11.04. In the event Landlord does not exercise the option
provided to it pursuant to Section 11.02 or if such option is not available to  
Landlord, and provided that Tenant is not in default in any of Tenant's         
obligations under this Lease after any applicable notice and cure periods,      
Landlord's consent (which must be in writing and in form reasonably satisfactory
to Landlord) to the proposed assignment or sublease shall not be unreasonably   
withheld or delayed, and shall in all events be granted or denied within thirty 
(30) days after Tenant's request therefor. In deciding whether or not to grant  
its consent, Landlord may consider whether:                                     

                 (a) Tenant shall have complied with the provisions of Section
11.02;                                                            

                (b) In Landlord's reasonable judgment, the proposed assignee
    or subtenant is engaged in a business and the Demised Premises, or the
     relevant part thereof, will be used in a manner which (i) is limited to
     the use expressly permitted under Sections 4.01 and 4.02 of this Lease;
and (ii) is in keeping with the then standards of the Building;   

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

               (d) Neither (i) the proposed assignee or sublessee nor (ii)
     any person which, directly or indirectly, controls, is controlled by or
       is under common control with, the proposed assignee or sublessee, is then
an occupant of any part of the Building, provided there is then   
comparable space in the Building in the same elevator bank, with  
 substantially the same size and term as that of the proposed sublet
premises, available for leasing by Landlord;                      

               (e) The proposed assignee or sublessee is not a person with
     whom Landlord is currently negotiating to lease comparable space in the
Building;                                                         

         (f) The proposed sublease shall be in form reasonably
   satisfactory to Landlord and shall comply with the provisions of this
Article;                                                          

              (g) At any one time there shall not be more than three (3)
      subtenants (including Landlord or its designee) in the Demised Premises;

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         (h) Tenant shall reimburse Landlord on demand for any
       reasonable costs that may be incurred by Landlord in connection with said
   assignment or sublease, including, without limitation, the reasonable
    costs incurred in making investigations as to the acceptability of the
    proposed assignee or subtenant, and reasonable legal costs incurred in
  connection with the granting of any requested consent, provided such
costs shall not exceed $3,000.00 for any one transaction;         

                 (i) Tenant shall not have (i) advertised the Demised Premises
    for subletting or assignment without prior notice to Landlord, or (ii)
       listed the same at a rental rate less than the minimum rent or additional
 rent at which Landlord is then offering to lease other space in the
Building;                                                         

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

           Each subletting pursuant to this Article shall be subject to all of
the covenants, agreements, terms, provisions and conditions contained in this   
Lease. Notwithstanding any such subletting to any subtenant and/or acceptance of
rent or additional rent by Landlord from any subtenant, Tenant shall and will   
remain fully liable for the payment for the minimum rent and additional rent due
and to become due hereunder and for the performance of all the covenants,       
agreements, terms, provisions and conditions contained in this Lease on the part
of Tenant to be performed and all acts and omissions of any licensee or         
subtenant or anyone claiming under or through any subtenant which shall be in   
violation of any of the obligations of this Lease, and any such violation shall 
be deemed to be a violation by Tenant. Tenant further agrees that               
notwithstanding any such subletting, no other and further subletting of the     
Demised Premises by Tenant or any person claiming through or under Tenant       
(except as provided in Section 11.05) shall or will be made except upon         
compliance with and subject to the provisions of this Article. If Landlord shall
decline to give its consent to any proposed assignment or sublease, or if       
Landlord shall exercise its option under Section 11.02, Tenant shall indemnify, 
defend and hold harmless Landlord against and from any and all loss, liability, 
damages, costs and expenses (including reasonable counsel fees) resulting from  
any claims that may be made against Landlord by the proposed assignee or        
sublessee or by any brokers or other persons claiming a commission or similar   
compensation in connection with the proposed assignment or sublease.            
Notwithstanding anything to the contrary in this Lease, Tenant, without         
Landlord's consent, but subject to the provisions of this paragraph and Section 
11.09, may sublet all or any part of the Demised Premises to an entity which    
controls, is controlled by or is under common control with Tenant (any of the   
foregoing, a "Related Entity"), provided a duly executed counterpart of such    
sublease, in form satisfactory to Landlord, is delivered to Landlord at least   
ten (10) days prior to its effective date.                                      

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           Section 11.05. In the event that (a) Landlord fails to exercise its
option under Section 11.02 and consents to a proposed assignment or sublease,   
and (b) Tenant fails to execute and deliver the assignment or sublease to which 
Landlord consented within one hundred twenty (120) days after the giving of such
consent, then, Tenant shall again comply with all of the provisions and         
conditions of Section 11.02 (to the extent that same are applicable) before     
assigning this Lease or subletting all or part of the Demised Premises.         

            Section 11.06. With respect to each and every sublease or subletting
authorized by Landlord under the provisions of this Lease, it is further agreed:

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

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

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

         Section 11.07. If Landlord gives its consent to any assignment of
this Lease or to any sublease as to which such consent is required, Tenant      
shall, in consideration therefor, pay to Landlord, as additional rent:          

        (a) in the case of an assignment of this Lease or an
      assignment by any sublessee of any sublease, an amount equal to one-half
      of all sums and other consideration paid to Tenant from the assignee for
such assignment or paid to Tenant by any sublessee or other person
      claiming through or under Tenant for such assignment (including, but not
    limited to sums paid for the sale or rental of Tenant's or sublessee's
 fixtures, leasehold improvements, less, in case of a sale or rental
thereof, the then net unamortized or undepreciated cost thereof   
   determined on the basis of Tenant's or sublessee's federal income tax
returns). The sums payable to                                     

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       Landlord under this Section 11.07(a) shall be paid to Landlord within ten
    (10) business days after same are paid by such assignee to Tenant; and

                 (b) in the case of a sublease, an amount equal to one-half of
      the rents and charges and other consideration paid under the sublease to
      Tenant by the subtenant or paid to Tenant by any such sublessee or other
person claiming through or under Tenant in connection with such   
   subletting which is in excess of the minimum rent and additional rent
     under Article 22 accruing during the term of the sublease in respect of
the subleased space (at the rate per square foot payable by Tenant
hereunder or such sublessee) pursuant to the terms of this Lease  
 (including, but not limited to, sums paid for the sale or rental of
      Tenant's fixtures, leasehold improvements, less, in the case of the sale
       or rental thereof, the then net unamortized or undepreciated cost thereof
   determined on the basis of Tenant's or sublessee's federal income tax
      returns). The sums payable to Landlord under this Section 11.07(b) shall
      be paid to Landlord within ten (10) business days after same are paid by
such subtenant to Tenant.                                         

                (c) For the purposes of computing the sums payable by Tenant
to Landlord under subparagraphs (a) and (b) hereof, there shall be
  excluded from the consideration payable to Tenant by any assignee or
  sublessee any transfer taxes, rent concession, reasonable attorneys'
     fees, typical brokerage commissions, advertising costs and fix-up costs
       paid by Tenant with respect to such assignment or subletting, but only to
    the extent any such sums are allocable to the period of this Lease (in
the case of any assignment), or the term of any sublease. All such
   exclusions shall be applied first against the consideration to recoup
such expenses before payment of any consideration to Landlord.    

   Section 11.08. If Tenant or any subtenant is a corporation,
partnership, limited liability company or other entity, the provisions of       
Section 11.01 shall apply to a transfer (by one or more transfers) of a majority
of the stock, partnership, membership or other ownership interests of Tenant or 
such subtenant, as the case may be, as if such transfer of a majority of the    
stock, partnership, membership or other ownership interests of Tenant or such   
subtenant were an assignment of this Lease; but said provisions and the         
provisions of Section 11.02 shall not apply to transactions with a corporation, 
partnership, limited liability company or other entity into or with which Tenant
or such subtenant is merged or consolidated or to which substantially all of    
Tenant's or such subtenant's assets, stock, partnership, membership or other    
ownership interests are sold or transferred or to any corporation, partnership, 
limited liability company or other entity which controls, is controlled by or is
under common control with Tenant or such subtenant, provided that in any such   
event (i) the successor to Tenant or such subtenant has a net worth computed in 
accordance with generally accepted accounting principles at least equal to the  
net worth of Tenant or such subtenant immediately prior to such merger,         
consolidation or transfer, and ii) proof reasonably satisfactory to Landlord of 
such net worth shall have been delivered to                                     

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Landlord at least ten (10) days prior to the effective date of any such         
transaction. Notwithstanding the foregoing, Tenant, without Landlord's consent, 
but subject to the provisions of Section 11.09, may assign this Lease to a      
Related Entity (as hereinbefore defined), provided a duly executed counterpart  
of such assignment together with an assumption of this Lease by the assignee,   
both in form reasonably satisfactory to Landlord, is delivered to Landlord at   
least ten (10) days prior to its effective date. Notwithstanding anything to the
contrary contained in this Article 11, Landlord's consent shall not be required 
in the event of a mere change of name of the herein-named tenant, provided (a)  
there is no change in the equitable interests of the herein-named tenant in     
connection with such name change, (b) there is no event that would otherwise be 
deemed an assignment or a transfer of this Lease, and (c) the herein-named      
tenant provides Landlord with notice of such name change and reasonable evidence
that such name change complies with the provisions of this Article 11, at least 
ten (10) days prior to the effectiveness of such name change.                   

    Section 11.09. Any assignment or transfer, whether made with
Landlord's consent pursuant to Section 11.04 or without Landlord's consent      
pursuant to Section 11.08 shall be made only if, and shall not be effective     
until, the assignee shall execute, acknowledge and deliver to Landlord an       
agreement in form and substance reasonably satisfactory to Landlord whereby the 
assignee shall assume the obligations of this Lease on the part of Tenant to be 
performed or observed from and after the effective date thereof and whereby the 
assignee shall agree that the provisions in this Article 11 shall,              
notwithstanding such assignment or transfer, continue to be binding upon it in  
respect of all future assignments and transfers. The original named Tenant      
covenants that, notwithstanding any assignment or transfer, whether or not in   
violation of the provisions of this Lease, and notwithstanding the acceptance of
minimum rent and/or additional rent by Landlord from an assignee, transferee, or
any other party, the original named Tenant shall remain fully liable for the    
payment of the minimum rent and additional rent and for the other obligations of
this Lease on the part of Tenant to be performed or observed.                   

        Section 11.10. The joint and several liability of Tenant and any
immediate or remote successor in interest of Tenant and the due performance of  
the obligations of this Lease on Tenant's part to be performed or observed shall
not be discharged, released or impaired in any respect by any agreement or      
stipulation made by Landlord extending the time of, or modifying any of the     
obligations of, this Lease, or by any waiver or failure of Landlord to enforce  
any of the obligations of this Lease.                                           

         Section 11.11. The listing of any name other than that of Tenant,
whether on the doors of the Demised Premises, or the Building directory, if any,
or otherwise, shall not operate to vest any right or interest in this Lease or  
in the Demised Premises, nor shall it be deemed to be the consent of Landlord to
any assignment or transfer of this Lease, to any sublease of the Demised        
Premises, or to the use or occupancy thereof by others.                         

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ARTICLE 12

Liability and Indemnity by Landlord and Tenant

       Section 12.01. Each party shall indemnify and save harmless the
other from any liability to and claim by or on behalf of any person, firm,      
governmental authority, corporation or entity for personal injury, death or     
property damage (excluding consequential damages), arising:                     

                 (a) (i) with respect to Tenant, from the use by Tenant of the
      Demised Premises, or from any work whatsoever done or omitted to be done
   by Tenant, its employees, agents, contractors, customers, invitees or
visitors, or from any accident thereat; and (ii) with respect to  
       Landlord, from any work or thing whatsoever done or omitted to be done in
   the Building by it, its employees, agents or contractors, or from any
accident thereof; and                                             

               (b) from any breach or default by the indemnifying party of
       and under any of the terms, covenants and conditions of this Lease on the
indemnifying party's part to be performed.                        

            Each party also shall indemnify the other party against and save the
other party harmless from all costs, reasonable counsel fees, expenses and      
penalties incurred by the indemnified party in connection with any such         
liability or claim other than such liability or claim incurred as a result of   
the indemnified party's negligence or willful misconduct.                       

            If any action or proceeding shall be brought against either party in
connection with any such liability or claim, such party ("Indemnitee") shall    
give notice to the other party ("Indemnitor"), and the Indemnitor shall defend  
such action or proceeding, at Indemnitor's expense, by counsel reasonably       
satisfactory to the Indemnitee, or by the attorney for Indemnitor's insurance   
carrier whose insurance policy covers the liability or claim.                   

     Section 12.02. Landlord shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the Building, nor for 
the loss of or damage to any property of Tenant by theft or otherwise, except if
due to the negligence or willful act of Landlord, its agents, contractors or    
employees. Landlord and its agents shall not be liable for any injury or damage 
to persons or property resulting from fire, explosion, falling plaster, steam,  
gas, electricity, water, rain or snow or leaks from any part of the Building or 
from the pipes, appliances or plumbing works or from the roof, street or        
sub-surface or from any other place or by dampness or by any other cause of     
whatsoever nature, except if due to the negligence or willful act of Landlord,  
its agents, contractors or employees; nor shall                                 

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Landlord be liable for any such damage caused by other tenants or persons in the
Building or caused by operations in construction of any public or quasi-public  
work; nor shall Landlord be liable for any latent defect in the Demised Premises
or in the Building. If, at any time any windows of the Demised Premises are     
permanently closed, darkened or bricked up by reason of the requirements of law 
or temporarily closed or darkened by reason of repairs, alterations or          
maintenance by Landlord, Landlord shall not be liable for any damage Tenant may 
sustain thereby and Tenant shall not be entitled to any compensation therefor   
nor abatement of rent nor shall the same release Tenant from its obligations    
hereunder nor constitute an eviction. However, Landlord shall use reasonable    
efforts to perform such work in a manner that minimizes interference with the   
normal conduct of Tenant's business, provided Landlord shall not be required to 
employ overtime or premium labor.                                               

          Each party shall give notice to the other party promptly after its
discovery of accidents for which it is liable hereunder.                        

          Section 12.03. (a) If in this Lease it is provided that Landlord's
consent or approval as to any matter will not be unreasonably withheld or       
delayed, and it is established by a court or body having final jurisdiction     
thereover that Landlord has been unreasonable, the only effect of such finding  
shall be that Landlord shall be deemed to have given its consent or approval;   
but Landlord shall not be liable to Tenant in any respect for money damages by  
reason of withholding its consent.                                              

            (b) If there is a dispute between Landlord and Tenant under Articles
5 or 11 relating to the reasonableness of the withholding of a consent or       
approval by Landlord, Tenant may, at its option, as its sole and exclusive      
remedy, submit such dispute to arbitration in the City of New York under the    
Expedited Procedures provisions of the Commercial Arbitration Rules of the      
American Arbitration Association or any successor (the "AAA") (presently Rules  
E-1 through E-10 and, to the extent applicable, Section R-19); provided,        
however, that with respect to any such arbitration, (i) the list of arbitrators 
referred to in Rule E-5 shall be returned within five (5) days from the date of 
mailing; (ii) the parties shall notify the AAA by telephone, within four (4)    
days of any objections to the arbitrator appointed and will have no right to    
object if the arbitrator so appointed was on the list submitted by the AAA and  
was not objected to in accordance with Rule E-5; (iii) the Notice of hearing    
referred to in Rule E-8 shall be four (4) days in advance of the hearing; (iv)  
the hearing shall beheld within seven (7) days after the appointment of the     
arbitrator; (v) the arbitrator shall have no right to award damages; and (vi)   
the decision and award of the arbitrator shall be final and conclusive on the   
parties. The sole issue to be submitted to the arbitrator, which shall be       
included as part of his oath, shall be the reasonableness of Landlord's         
determination to withhold consent or approval under the provisions of this      
Lease. The arbitrators conducting any arbitration shall be bound by the         
provisions of this Lease and shall not have the right or power to consider,     
determine or resolve any other issue or dispute between the parties, or to add  
to, subtract from, or otherwise modify such provisions. Landlord and Tenant     
agree to sign all documents and to do all other things necessary to submit any  
such matter to arbitration upon request of the other and further agree to, and  
hereby do, waive any and all rights they or either of them may at any time have 
to revoke their agreement hereunder to submit to arbitration and to abide by the

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decision rendered thereunder. Each of the arbitrators shall have at least ten   
(10) years' experience in the business of managing real estate or acting as a   
real estate broker with first-class office buildings located in Manhattan. Each 
party hereunder initially shall pay its own costs, fees and expenses in         
connection with any arbitration or other action or proceeding brought under this
Article 12, and the expenses and fees of the arbitrators selected initially     
shall be shared equally by Landlord and tenant, provided, however, that the     
losing party shall reimburse the prevailing party for its reasonable expenses   
paid to unrelated third parties in connection with the foregoing.               
Notwithstanding any contrary provisions hereof, if Tenant shall submit such     
dispute to arbitration, then Landlord and Tenant agree that (i) the arbitrators 
may not award or recommend any damages to be paid by either party, and (ii) in  
no event shall either party be liable for, nor be entitled to recover, any      
damages.                                                                        

ARTICLE 13

 Moving of Heavy Equipment

          Tenant shall not move any safe, heavy equipment or bulky matter in
or out of the Building without Landlord's written consent, which shall not be   
unreasonably withheld or delayed. If the movement of such items requires special
handling, Tenant agrees to employ only persons holding a Master Rigger's License
to do said work and all such work shall be done in full compliance with the     
Administrative Code of the City of New York and other municipal requirements.   
All such movements shall be made during hours which will not materially         
interfere with the normal operations of the Building, and all damage caused by  
such movement shall be promptly repaired by Tenant at Tenant's expense.         

ARTICLE 14

Condemnation

         Section 14.01. In the event that the whole or more that ten (10%)
percent of the Demised Premises shall be condemned or taken in any manner for   
any public or quasi-public use, this Lease and the term and estate hereby       
granted shall forthwith cease and terminate as of the date of vesting of title. 
In the event that ten (10%) percent or less of the Demised Premises shall be so 
condemned or taken, then, effective as of the date of vesting of title, the     
minimum rent and additional rent hereunder for such part shall be equitably     
abated and this Lease shall continue as to such part not so taken. In the event 
that only a part of the Building shall be so condemned or taken, then (a) if    
substantial structural alteration or reconstruction of the Building shall, in   
the opinion of Landlord, be necessary or appropriate as a result of such        
condemnation or taking (whether or not the Demised Premises be affected),       
Landlord may, at its option, terminate this Lease and the term and estate hereby
granted as of the date of such vesting of title by notifying Tenant in writing  
of such termination within sixty (60) days following the date on which Landlord 
shall have received notice of the vesting of title, or (b) if Landlord does not 
elect                                                                           

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to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected
by such condemnation or taking, except that the minimum rent and additional rent
shall be abated to the extent, if any, hereinbefore provided. In the event that 
only a part of the Demised Premises shall be so condemned or taken and this     
Lease and the term and estate hereby granted are not terminated as hereinbefore 
provided, Landlord will restore with reasonable diligence the remaining         
structural portions of the Demised Premises as nearly as practicable to the same
condition as they were in prior to such condemnation or taking.                 

      Section 14.02. In the event of termination in any of the cases
hereinabove provided, this Lease and the term and estate hereby granted shall   
expire as of the date of such termination with the same effect as if that were  
the Expiration Date and the rent hereunder shall be apportioned as of such date.

 Section 14.03. In the event of any condemnation or taking
hereinabove mentioned of all or a part of the Building, Landlord shall be       
entitled to receive the entire award in the condemnation proceeding, including  
any award made for the value of the estate vested by this Lease in Tenant, and  
Tenant hereby expressly assigns to Landlord any and all right, title and        
interest of Tenant now or hereafter arising in or to any such award or any part 
thereof, and Tenant shall be entitled to receive no part of such award.         
Notwithstanding the foregoing, Tenant may make a separate claim for Tenant's    
moveable trade fixtures and moving expenses, provided the same shall not affect 
or reduce Landlord's award.                                                     

ARTICLE 15

Entry, Right to Change Public Portions of the Building

     Section 15.01. Tenant shall permit Landlord to erect, use and
maintain pipes and conduits in and through the walls, within the ceiling or     
below the floors of the Demised Premises. Landlord, or its agents or designee   
shall have the right to enter the Demised Premises at reasonable times and on   
reasonable notice (or at any time without notice in an emergency) for the       
purpose of making such repairs or alterations as Landlord shall desire, shall be
required or shall have the right to make under the provisions of this Lease; and
shall also have the right (on prior reasonable notice and at reasonable times)  
to enter the Demised Premises for the purpose of inspecting them or exhibiting  
them to prospective purchasers or to prospective purchasers of the lessee's     
estate under Superior Leases or to prospective mortgagees or to prospective     
assignees of any such mortgagees. Landlord shall, during the progress of any    
such work in the Demised Premises, be allowed to take all material into and upon
the Demised Premises that may be required for the repairs or alterations above  
mentioned without the same constituting an eviction of Tenant in whole or in    
part and the rent reserved shall in no wise abate while said repairs or         
alterations are being made. However, Landlord shall use reasonable efforts to   
make such repairs or alterations in an manner to minimize interference with the 
normal conduct of Tenant's business, provided Landlord shall not be required to 
employ overtime or premium labor.                                               

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            Section 15.02. During the twelve (12) months prior to the expiration
of the term of this Lease, Landlord may exhibit the Demised Premises to         
prospective tenants, at reasonable times and on reasonable notice.              

        Section 15.03. Landlord shall have the right at any time without
thereby creating an actual or constructive eviction or incurring any liability  
to Tenant therefor, to change the arrangement or location of such of the        
following as are not contained within the Demised Premises: entrances,          
passageways, doors and doorways, corridors, elevators, stairs, toilets, and     
other like public service portions of the Building. All parts (except surfaces  
facing the interior of the Demised Premises) of all walls, windows and doors    
bounding the Demised Premises (including exterior Building walls, exterior core 
corridor walls, exterior doors and entrances, all space in or adjacent to the   
Demised Premises used for shafts, stacks, stairways, chutes, pipes, conduits,   
ducts, fan rooms, heating, air cooling, plumbing and other mechanical           
facilities, service closets and other Building facilities are not part of the   
Demised Premises and Landlord shall have the use thereof, as well as access     
thereto through the Demised Premises for the purposes of operation, maintenance,
alteration and repair, provided the same does not materially adversely interfere
with Tenant's use of, access to or egress from the Demised Premises, and so long
as the number of elevators servicing the floor of the Demised Premises is not   
reduced, except temporarily for alterations, remodeling or repairs. Landlord    
shall use reasonable efforts to perform all such work in a manner that minimizes
interference with the normal conduct of Tenant's business, provided Landlord    
shall not be required to employ overtime or premium labor. However, if Landlord 
does any work or alterations in the 27th floor common area hallway, Landlord, at
Landlord's expense, shall thereafter restore the same to substantially the same 
condition as it was prior to such work or alterations.                          

            Section 15.04. Landlord shall have the right at any time to name the
Building as it desires and to change any and all such names at any time         
thereafter.                                                                     

ARTICLE 16

 Conditional Limitations, Etc.

    Section 16.01. If at any time during the term of this Lease:

                (a) Tenant shall file a petition in bankruptcy or insolvency
       or for reorganization or arrangement or for the appointment of a receiver
of all or a portion of Tenant's property, or                      

                  (b) Any petition of the kind referred to in subdivision (a) of
       this Section shall be filed against Tenant and such petition shall not be
vacated, discharged or withdrawn within ninety (90) days, or      

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               (c) Tenant shall be adjudicated a bankrupt by any court, or

          (d) Tenant shall make an assignment for the benefit of
creditors, or                                                     

                (e) a permanent receiver shall be appointed for the property
      of Tenant by order of a court of competent jurisdiction by reason of the
       insolvency of Tenant (except where such receiver shall be appointed in an
     involuntary proceeding, if he shall not be withdrawn within ninety (90)
days after the date of his appointment),                          

then Landlord, at Landlord's option, may terminate this Lease on five (5) days' 
notice to Tenant, and upon such termination, Tenant shall quit and surrender the
Demised Premises to Landlord.                                                   

      Section 16.02 (a) If Tenant assumes this Lease and proposes to
assign the same pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. ss.
101 et seq. (the "Bankruptcy Code") to any person or entity who shall have made 
a bona fide offer to accept an assignment of this Lease on terms acceptable to  
Tenant, then notice of such proposed assignment, setting forth (i) the name and 
address of such person, (ii) all of the terms and conditions of such offer, and 
(iii) the adequate assurance to be provided Landlord to assure such person's    
future performance under the Lease, including, without limitation, the assurance
referred to in section 365(b)(1) of the Bankruptcy Code, shall be given to      
Landlord by Tenant not later than twenty (20) days after receipt by Tenant, and 
Landlord shall thereupon have the right and option, to be exercised by notice to
Tenant given at any time prior to the effective date of such proposed           
assignment, to accept an assignment of this Lease upon the same terms and       
conditions and for the same consideration, if any, as the bona fide offer made  
by such person.                                                                 

                  (b) If this Lease is assigned to any person or entity pursuant
   to the provisions of the Bankruptcy Code, any and all monies or other
   considerations payable or otherwise delivered in connection with such
    assignment shall be paid or delivered to Landlord, shall be and remain
     the exclusive property of Landlord and shall not constitute property of
    Tenant or of the estate of Tenant within the meaning of the Bankruptcy
      Code. Any and all monies or other considerations constituting Landlord's
     Property under the preceding sentence not paid or delivered to Landlord
      shall be held in trust for the benefit of Landlord and shall be promptly
paid to Landlord.                                                 

            (c) Any person or entity to which this Lease is assigned
pursuant to the provisions of the Bankruptcy Code, shall be deemed
without further act or deed to have assumed all of the obligations
      arising under this Lease from and after the date of such assignment. Any
such assignee shall                                               

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       upon demand execute and deliver to Landlord an instrument confirming such
assumption.                                                       

            (d) Nothing contained in this Section shall, in any way,
constitute a waiver of the provisions of this Lease relating to   
       assignment. Tenant shall not, by virtue of this Section, have any further
      rights relating to assignment other than those granted in the Bankruptcy
Code.                                                             

               (e) Notwithstanding anything in this Lease to the contrary,
  all amounts payable by Tenant to or on behalf of Landlord under this
   Lease, whether or not expressly denominated as rent, shall constitute
rent for the purposes of Section 502(b)(6) of the Bankruptcy Code.

              (f) The term "Tenant" as used in this Section includes any
       guarantor of this Lease, or any, trustee, debtor in possession, receiver,
custodian or other similar officer.                               

    Section 16.03. If this Lease shall terminate pursuant to the
provisions of Section 16.01:                                                    

                 (a) Landlord shall be entitled to recover from Tenant arrears
in minimum rent and additional rent and, in addition thereto as   
       liquidated damages, an amount equal to the difference between the minimum
    rent and additional rent for the unexpired portion of the term of this
Lease which had been in force immediately prior to the termination
effected under Section 16.01 of this Article and the fair and the 
reasonable rental value of the Demised Premises, on the date of   
    termination, for the same period, both discounted at the rate of eight
(8%) percent per annum to the date of termination; or             

                 (b) Landlord shall be entitled to recover from Tenant arrears
in minimum rent and additional rent and, in addition thereto as   
      liquidated damages, an amount equal to the maximum allowed by statute or
     rule of law in effect at the time when and governing the proceedings in
which such damages are to be proved, whether or not such amount be
    greater or less than the amount referred to in subdivision (a) of this
Section.                                                          

          Section 16.04. (a) If Tenant shall fail to make any payment of any
minimum rent or additional rent when the same becomes due and payable, or if the
Demised Premises become vacant or deserted, or if Tenant shall fail to cancel or
discharge any mechanic's lien or other lien within the time period as provided  
in Section 17.02, or if Tenant shall fail to deliver an estoppel certificate as 
provided in Article 26, or if Tenant fails to commence business in the Demised  
Premises within ninety (90) days following the Commencement Date, and if any of 
the foregoing defaults shall continue for a period of seven (7) days after      
notice thereof by Landlord, or                                                  

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                  (b) If Tenant shall be in default in the performance of any of
      the other terms, covenants and conditions of this Lease and such default
  shall not have been remedied within thirty (30) days after notice by
Landlord to Tenant specifying such default and requiring it to be 
       remedied; or where such default reasonably cannot be remedied within such
period of thirty (30) days, if Tenant shall not have commenced the
      remedying thereof within such period of time and shall not be proceeding
with due diligence to remedy it,                                  

then Landlord, at Landlord's election, may terminate this Lease on five (5)     
days' notice to Tenant, and upon such termination Tenant shall quit and         
surrender the Demised Premises to Landlord.                                     

        Section 16.05. If this Lease shall terminate as provided in this
Article or if Tenant shall be in default in the payment of minimum rent or      
additional rent when the same become due and payable, and such default shall    
continue for a period of seven (7) days after notice by Landlord to Tenant,     

                  (a) Landlord may re-enter and resume possession of the Demised
      Premises and remove all persons and property therefrom either by summary
     dispossess proceedings or by a suitable action or proceeding, at law or
    in equity, by force or otherwise, without being liable for any damages
therefor, and                                                     

                (b) Landlord may re-let the whole or any part of the Demised
       Premises for a period equal to, greater or less than the remainder of the
then term of this Lease, at such rental and upon such terms and   
    conditions as Landlord shall deem reasonable to any tenant it may deem
    suitable and for any use and purpose it may deem appropriate. Landlord
  shall not be liable in any respect for failure to re-let the Demised
      Premises or, in the event of such re-letting, for failure to collect the
  rent thereunder and any sums received by Landlord on a re-letting in
 excess of the rent reserved in this Lease shall belong to Landlord.

        Section 16.06. If this Lease shall terminate as provided in this
Article or by summary proceedings (except as to any termination under Section   
16.01), Landlord shall be entitled to recover from Tenant as damages, in        
addition to arrears in minimum rent and additional rent,                        

                  (a) an amount equal to (i) all reasonable expenses incurred by
Landlord in recovering possession of the Demised Premises and in  
connection with the re-letting of the Demised Premises, including,
 without limitation, the reasonable and necessary cost of repairing,
    renovating or remodeling the Demised Premises, (ii) the reasonable and
       necessary cost of performing any work required to be done by Tenant under
this Lease, (iii) the                                             

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       reasonable and necessary cost of placing the Demised Premises in the same
condition as that in which Tenant is required to surrender them to
      Landlord under this Lease, and (iv) all typical brokers' commissions due
   for the remainder of this Lease and reasonable legal fees incurred by
     Landlord in re-letting the Demised Premises, which amounts set forth in
    this subdivision (a) shall be due and payable by Tenant to Landlord at
such time or times as they shall have been incurred; and          

                  (b) an amount equal to the deficiency between the minimum rent
  and additional rent which would have become due and payable had this
   Lease not terminated and the net amount, if any, of rent collected by
   Landlord on re-letting the Demised Premises. The amounts specified in
     this subdivision shall be due and payable by Tenant on the several days
      on which such minimum rent and additional rent would have become due and
  payable had this Lease not terminated. Tenant consents that Landlord
     shall be entitled to institute separate suits or actions or proceedings
      for the recovery of such amount or amounts, and Tenant hereby waives the
     right to enforce or assert the rule against splitting a cause of action
as a defense thereto.                                             

      Section 16.07. Tenant, for itself and for all persons claiming
through or under it, hereby waives any and all rights which are or may be       
conferred upon Tenant by any present or future law to redeem the Demised        
Premises after a warrant to dispossess shall have been issued or after judgment 
in an action of ejectment shall have been made and entered.                     

           Section 16.08. The words "re-enter" and "re-entry", as used in this
Article, are not restricted to their technical legal meanings.                  

           Section 16.09. Landlord shall not be required to give any notice of
its intention to re-enter, except as otherwise provided in this Lease and in    
accordance with law.                                                            

      Section 16.10. In any action or proceeding brought by Landlord
against Tenant, predicated on a default in the payment of minimum rent or       
additional rent, Tenant shall not have the right to and shall not interpose any 
set-off or counterclaim of any kind whatsoever, other than a claim which would  
be legally barred for failure to raise as a counterclaim in such action or      
proceeding. If Tenant has any claim, Tenant shall be entitled only to bring an  
independent action therefor; and if such independent action is brought by       
Tenant, Tenant shall not be entitled to and shall not consolidate it with any   
pending action or proceeding brought by Landlord against Tenant for a default in
the payment of minimum rent or additional rent.                                 

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ARTICLE 17

Mechanic's Liens

            Section 17.01. If, subject to and notwithstanding Landlord's consent
to the extent required under this Lease, Tenant shall cause any changes,        
alterations, additions, improvements, installations or repairs to be made to or 
at the Demised Premises or shall cause any labor to be performed or material to 
be furnished in connection therewith, neither Landlord nor the Demised Premises,
under any circumstances, shall be liable for the payment of any expense incurred
or for the value of any work done or material furnished, and all such changes,  
alterations, additions, improvements, installations and repairs and labor and   
material shall be made, furnished and performed upon Tenant's credit alone and  
at Tenant's expense, and Tenant shall be solely and wholly responsible to       
contractors, laborers, and materialmen furnishing and performing such labor and 
material. Nothing contained in this Lease shall be deemed or construed in any   
way as constituting the consent or request of Landlord, express or implied, to  
any contractor, laborer or materialman to furnish or perform any such labor or  
material.                                                                       

            Section 17.02. If, because of any act or omission (or alleged act or
omission) of Tenant any mechanic's or other lien, charge or order for the       
payment of money shall be filed against the Demised Premises or the Building or 
Landlord's estate as tenant under any Superior Lease (whether or not such lien, 
charge or order is valid or enforceable as such), for work claimed to have been 
for, or materials furnished to, Tenant, Tenant, at Tenant's expense, shall cause
it to be cancelled or discharged of record by bonding or otherwise within thirty
(30) days after Tenant's receipt of notice of such filing, and Tenant shall     
indemnify Landlord against and save Landlord harmless from and shall pay all    
reasonable costs, expenses, losses, fines and penalties, including, without     
limitation, reasonable attorneys' fees, resulting therefrom.                    

ARTICLE 18

Landlord's Right to Perform Tenant's Obligations

         If Tenant shall default in the performance of any of the terms or
covenants and conditions of this Lease, after notice and expiration of          
applicable cure periods, Landlord, without being under any obligation to do so  
and without hereby waiving such default, may remedy such default for the account
and at the expense of Tenant. Any reasonable payment made or reasonable expense 
incurred by Landlord for such purpose (including, but not limited to, reasonable
attorneys' fees) with interest at the maximum legal rate, shall be deemed to be 
additional rent hereunder and shall be paid by Tenant to within twenty (20) days
after demand, or at Landlord's election, added to any subsequent installment or 
installments of minimum rent.                                                   

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ARTICLE 19

 Covenant of Quiet Enjoyment

       Landlord covenants that upon Tenant paying the minimum rent and
additional rent and observing and performing all the terms, covenants and       
conditions of this Lease on Tenant's part to be observed and performed, Tenant  
may peaceably and quietly enjoy the Demised Premises, subject nevertheless to   
the terms and conditions of this Lease.                                         

ARTICLE 20

Excavation

          In the event that construction is to be commenced or an excavation
is made or authorized for building or other purposes upon land adjacent to the  
Building, Tenant shall, if necessary, afford to the person or persons causing or
authorized to commence construction or cause such excavation or to engage in    
such other purpose, license to enter upon the Demised Premises for the purpose  
of doing such work as shall reasonably be necessary to protect or preserve the  
Building, from injury or damage and to support the Building and any new         
structure to be built by proper foundations, pinning and/or underpinning, or    
otherwise.                                                                      

ARTICLE 21

Services and Equipment

Section 21.01. Landlord shall, at its cost and expense: 

              (a) Provide operatorless passenger elevator service to the
      Demised Premises, as existing, on Mondays through Fridays from 8:00 A.M.
     to 6:00 P.M., holidays excepted. A passenger elevator will be available
  at all other times to serve the Demised Premises. A freight elevator
     shall be available Mondays through Fridays, only from 8:00 A.M. to 5:00
   P.M., excepting Saturdays, Sundays and holidays, The freight elevator
      shall be available on a "first come, first served" basis during the said
  days and hours and on a reservation "first come, first served" basis
other than on said days and hours at Landlord's customary charges 
therefor.                                                         

          (b) Maintain and repair the Building standard heating,
    ventilating and air conditioning system servicing the Demised Premises
       (the "HVAC System") installed by Landlord, except for those repairs which
   are the obligation of Tenant pursuant to Article 6 of this Lease. The
      HVAC System will be operated by Landlord as and when required by law, or
    for the comfortable occupancy of the Demised Premises at no fewer days
than on                                                           

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Mondays through Fridays, from 8:00 A.M. to 8:00 P.M.; excepting   
       Saturdays, Sundays and holidays Tenant shall draw and close the draperies
 or blinds for the windows of the Demised Premises whenever the HVAC
       system is in operation and the position of the sun so requires and shall,
 at all times, cooperate fully with Landlord and abide by all of the
   reasonable Rules and Regulations which Landlord may prescribe for the
   proper functioning of the HVAC System. Landlord agrees to operate the
 HVAC System servicing the Demised Premises in accordance with their
design criteria unless energy and/or water conservation programs, 
 guidelines or laws and/or requirements of public authorities, shall
   provide for any reduction in operations below said design criteria in
  which case such equipment shall be operated so as to provide reduced
       service in accordance therewith. Said system is designed to be capable of
    maintaining, within tolerances normal in first-class office buildings,
inside space conditions for any open floor averaging 78 degrees   
Fahrenheit dry bulb and fifty (50%) percent relative humidity when
  outside conditions are 95 degrees Fahrenheit dry bulb and 75 degrees
  Fahrenheit wet bulb, and a temperature of not lower than for any one
      floor an average of 68 degrees Fahrenheit when outside temperature is 50
   degrees Fahrenheit or lower. The foregoing design conditions shall be
   based on an occupancy of not more than one (1) person per one hundred
     (100) square feet, and upon a combined lighting and standard electrical
      load not to exceed three (3) watts per usable square foot (excluding the
    Building HVAC). Tenant expressly acknowledges that some or all windows
       are or may be hermetically sealed and will not open and Landlord makes no
       representation as to the habitability of the Demised Premises at any time
     the HVAC System is not in operation. Tenant hereby expressly waives any
   claims against Landlord arising out of the suitability of the Demised
Premises when the same is not in operation, whether due to normal 
     scheduling or the reasons set forth in Section 21.03. Landlord will not
       be responsible for the failure of the HVAC System if such failure results
       from the occupancy of the Demised Premises by more than an average of one
       (1) person for each one hundred (100) square feet in any separate room or
area or if Tenant shall install and operate machines, incandescent
      lighting and appliances with a total connected electrical load in excess
    of five (5) watts per rentable square foot. If Tenant shall occupy the
      Demised Premises at an occupancy rate of greater than that for which the
       HVAC System was designed, or if the total connected electrical load is in
excess of five (5) watts per rentable square feet, or if Tenant's 
 partitions shall be arranged in such a way as to interfere with the
     normal operation of the HVAC System, Landlord may elect to make changes
   to the HVAC System or the ducts through which it operates required by
reason thereof. Tenant shall not construct partitions or other    
obstructions that may interfere with Landlord's free access to the
       mechanical installations of Landlord, of which Landlord shall give notice
to Tenant. Neither Tenant nor any person or entity within Tenant's
 control shall at any time enter the said enclosures or tamper with,
adjust, touch or otherwise in any manner                          

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   affect said mechanical installations, except as set forth herein with
respect to the thermostatic controls within the Demised Premises. 

               (c) Provide Building standard cleaning services in Tenant's
  office space and public portions of the Building, except no services
   shall be performed Saturdays, Sundays and holidays, all in accordance
      with Schedule D attached hereto. If, however, any additional cleaning of
the Demised Premises is to be done by Tenant, it shall be done at 
    Tenant's sole expense, in a manner reasonably satisfactory to Landlord
       and no one other than Tenant's employees and persons approved by Landlord
       shall be permitted to enter the Demised Premises or the Building for such
purpose. Tenant, at its own cost, may utilize its own employees or
outside contractors to perform additional cleaning services in the
     Demised Premises, provided such employees or outside contractors do not
 cause any labor disruption, dispute or disturbance in or around the
       Building or violate Landlord's union contracts affecting the Building. If
   Tenant shall require additional cleaning services, Tenant may award a
contract for such services to any contractor that is approved by  
       Landlord; provided however, that prior to making such award, Tenant shall
   inform Landlord of the terms upon which such contractor shall provide
 such additional cleaning services and, in the event that Landlord's
    designated contractor can provide such additional cleaning services on
   equal or better terms, Tenant shall award such contract to Landlord's
  designated contractor. Tenant shall pay for the cost of the services
      performed by such designated contractor within ten (10) days after being
billed.                                                           

             (d) Furnish hot and cold water for lavatory, cleaning and
   drinking purposes. If Tenant requires, uses or consumes water for any
      other purposes, Landlord may install a meter or meters or other means to
     measure Tenant's water consumption, and Tenant shall reimburse Landlord
   for the cost of the meter or meters and the installation thereof, and
shall pay for the maintenance of said meter equipment and/or pay  
   Landlord's cost of other means of measuring such water consumption by
       Tenant. Tenant shall pay to Landlord within twenty (20) days after demand
       Landlord's actual cost of all water consumed as measured by said meter or
meters or as otherwise measured.                                  

                (e) If Tenant shall require and request any of the foregoing
      services at times other than above provided, and if such request is made
at least twelve (12) hours prior to the time when such additional 
       services are required, Landlord will provide them and Tenant shall pay to
    Landlord promptly in advance the charges therefor at the then Building
standard rate charged to other tenants in the Building.           

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   Section 21.02. Holidays shall be deemed to mean all federal
holidays, state holidays and Building Service Employees Union Contract holidays.

           Section 21.03. Landlord reserves the right to interrupt, curtail or
suspend the services required to be furnished by Landlord under this Lease when 
necessary by reason of accident, emergency, mechanical breakdown or when        
required by any law, order or regulation of any Federal, State, County or       
Municipal authority, or for any other cause beyond the control of Landlord.     
Landlord shall use due diligence to complete all required repairs or other      
necessary work as quickly as possible so that Tenant's inconvenience resulting  
therefrom may be for as short a period of time as circumstances will reasonably 
permit. Subject to the provisions of Section 21.06, Tenant shall not be entitled
to nor shall Tenant make claim for any diminution or abatement of minimum rent  
or additional rent or other compensation, nor shall this Lease or any of the    
obligations of Tenant be affected or reduced by reason of such interruption,    
curtailment, suspension, work or inconvenience.                                 

       Section 21.04. Tenant shall reimburse Landlord promptly for the
actual out-of-pocket cost to Landlord of removal from the Demised Premises and  
the Building of any refuse and rubbish of Tenant not covered by the Cleaning    
Specifications and Tenant shall pay all bills therefor within twenty (20) days  
after the same are rendered.                                                    

      Section 21.05. If Tenant shall request Landlord to furnish any
services in addition to those hereinabove provided or perform any work not      
required under this Lease, and Landlord agrees to furnish and/or perform the    
same, Tenant shall pay to Landlord promptly in advance the charges therefor,    
which charges are deemed to be additional rent and payable as such.             

       Section 21.05. Tenant shall have access to the Demised Premises
twenty-four hours a day, seven (7) days a week, subject to emergencies, police  
power, security or the provisions of Article 34.                                

            Section 21.06. Notwithstanding the foregoing, if Landlord shall fail
to provide electrical, elevator, heating, ventilating or air conditioning       
services, as provided in this Lease (collectively, an "Interruption"), and such 
Interruption shall materially impair the customary operation of Tenant's        
business in all or any part of the Demised Premises (other than a de minimis    
part), and if (i) such Interruption shall continue for a period in excess of    
twenty (20) consecutive days following receipt by Landlord of notice from Tenant
describing such Interruption and (ii) such Interruption shall not have been     
caused by an act or omission in violation of this Lease by or the negligence of 
Tenant, or of Tenant agents, servants, employees or contractors (an Interruption
that satisfied all of the foregoing conditions being referred to hereinafter as 
a "Material Interruption"), then Tenant shall be entitled to an abatement of the
minimum rent and additional rent (such abatement to be prorated if only a part  
of the Demised Premises shall be so affected by such Material                   
Interruption),which shall begin on the 21st consecutive day of such Material    
Interruption and shall end upon the date such Material Interruption has been    
terminated.                                                                     

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ARTICLE 22

Escalation

         Section 22.01. Taxes. Tenant shall pay to Landlord, as additional
rent, tax escalation in accordance with this Section:                           

         (a) Definitions: For the purpose of this Section, the
following definitions shall apply:                                

         (i) The term "Tax Base Factor" shall mean
the average of the real estate taxes for the Building   
Project for the periods from July 1, 2005 to June 30,   
2006 and from July 1, 2006 to June 30, 2007, as         
finally determined.                                     

    (ii) The term "The Building Project"
shall mean the real property known as Unit B of The     
Fifth Win Condominium, with all improvements erected    
on the Land as more particularly described in           
Schedule B of this Lease                                

     (iii) The term "Comparative Tax Year"
shall mean the New York City real estate tax year       
commencing on July 1, 2006 and each subsequent New      
York City real estate tax year. If the present use of   
July 1-June 30 New York City real estate tax year       
shall hereafter be changed, then such changed tax       
year shall be used with appropriate adjustment for      
the transition.                                         

       (iv) The term "Real Estate Taxes" shall
mean the total of all taxes and special or other        
assessments and charges of any Special Business         
Improvement District levied, assessed or imposed at     
any time by any governmental authority: (a) upon or     
against the Building Project, and (b) in connection     
with the receipt of income or rents from the Building   
Project to the extent that same shall be in lieu of     
all or a portion of any of the aforesaid taxes or       
assessments, or additions or increases thereof.         
Income, franchise, transfer, inheritance, corporate,    
mortgage recording or capital stock taxes of            
Landlord, or penalties or interest thereon, shall be    
excluded from "Real Estate Taxes" for the purposes      
hereof. If, due to a future change in the method of     
taxation or in the taxing authority, or for any other   
reason, a franchise, income, transit, profit or other   
tax or governmental imposition, however designated,     
shall be levied against the lessor under a Superior     

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Lease (as hereinafter defined) and/or Landlord in       
substitution in whole or in part for the Real Estate    
Taxes, or in lieu of or addition to or increase of      
Real Estate Taxes, then such franchise, income,         
transit, profit or other tax or governmental            
imposition shall be included within "Real Estate        
Taxes." Tenant acknowledges that the Tax Escalation     
Payment (as hereinafter defined) constitutes a method   
by which Landlord is seeking to compensate for          
increases in expenses and that the Tax Escalation       
Payment shall be calculated and paid by Tenant to       
Landlord whether or not Real Estate Taxes have then     
been paid by Landlord.                                  

 (v) The term "the Percentage" for
purposes of computing tax escalation, shall mean        
1.74%.                                                  

               (b) (i) In the event that the Real Estate Taxes payable for
     any Comparative Tax Year shall exceed the Tax Base Factor, Tenant shall
   pay to Landlord, as additional rent for such Comparative Tax Year, an
amount for tax escalation ("Tax Escalation Payment")equal to the  
    Percentage of the excess. However, Tenant shall not be responsible for
      any Tax Escalation Payment during the first twelve (12) months following
      the Commencement Date. Before or after the start of each Comparative Tax
      Year, Landlord shall furnish to Tenant a statement of the Tax Escalation
    Payment payable for such Comparative Tax Year, together with a copy of
   the relevant tax bill from the governmental authority if requested by
Tenant. Tenant shall make its aforesaid Tax Escalation Payment to 
    Landlord, in installments in the same manner and not later than thirty
    (30) days prior to the last date that Real Estate Taxes are payable by
    Landlord to the governmental authority. If a statement is furnished to
     Tenant after the commencement of the Comparative Tax Year in respect of
     which such statement is rendered, Tenant shall, within twenty (20) days
      thereafter, pay to Landlord an amount equal to those installments of the
       total Tax Escalation Payment then due. If, during the term of this Lease,
       Real Estate Taxes are required to be paid, in full or in monthly or other
     installments, on any other date or dates than as presently required, or
   if Landlord shall be required to make monthly deposits of Real Estate
Taxes to the holder of any mortgage, then Tenant's Tax Escalation 
      Payment(s) shall be correspondingly adjusted so that the same are due to
    Landlord in corresponding installments not later than thirty (30) days
     prior to the last date on which the applicable installment of such Real
Estate Taxes                                                      

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       shall be due and payable to the governmental authority or such mortgagee.

        (ii) If in any tax certiorari proceeding
regarding Real Estate Taxes payable for any             
Comparative Tax Year or in otherwise establishing       
such taxes, Landlord has incurred expenses for legal    
and/or consulting services rendered in applying for,    
negotiating or obtaining a reduction of the             
assessment upon which the Real Estate Taxes are         
predicated, Tenant shall pay an amount equal to the     
Percentage of such expenses. Landlord shall deliver     
to Tenant copies of the relevant bills for such         
expenses.                                               

(iii) The statements of the Tax 
Escalation Payment to be furnished by Landlord as       
provided above shall constitute a final determination   
as between Landlord and Tenant of the Tax Escalation    
Payment for the periods represented thereby, except     
for mathematical or other error in computation.         

        (iv) In no event shall the fixed minimum
rent under this Lease be reduced by virtue of this      
Section 22.01.                                          

      (v) Upon the date of any expiration or
termination of this Lease, whether the same be the      
date hereinabove set forth for the expiration of the    
term or any prior or subsequent date, a proportionate   
share of the Tax Escalation Payment for the             
Comparative Tax Year during which such expiration or    
termination occurs shall immediately become due and     
payable by Tenant to Landlord, if it was not            
theretofore already billed and paid, or due and         
payable by Landlord to Tenant if the amount paid by     
Tenant exceeded such proportionate share. The said      
proportionate share shall be based upon the length of   
time that this Lease shall have been in existence       
during such Comparative Tax Year. Prior to or           
promptly after said expiration or termination,          
Landlord shall compute the Tax Escalation Payment due   
from or owed to Tenant, as aforesaid and Tenant shall   
promptly pay Landlord any amount unpaid. If Landlord    
shall receive a refund or a tax credit of any amount    
of Real Estate Taxes for any Comparative Tax Year for   
which Tenant has made a payment, Landlord shall pay     
to Tenant within fifteen (15) days of its receipt of    
such refund the Percentage of any such refund, less     
the Percentage of any legal fees and other expenses     
provided for in Section                                 

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22.01(b)(ii) to the extent the same have not            
theretofore been paid by Tenant.                        

        (vi) Landlord's and Tenant's obligations
to make the adjustments referred to in subdivision      
(v) above shall survive any expiration or termination   
of this Lease.                                          

         (vii) Any delay or failure of Landlord in
billing any Tax Escalation Payment hereinabove          
provided shall not constitute a waiver of or in any     
way impair the continuing obligation of Tenant to pay   
such Tax Escalation Payment hereunder, provided such    
billing is made within one (1) year after the           
expiration of the term of this Lease.                   

      (viii) Notwithstanding any language to
the contrary contained in this Lease, Landlord and      
Tenant agree that for the purposes of this Section      
22.01, Real Estate Taxes and Tax Escalation Payments    
shall be calculated without regard to any deductions,   
credits, abatements, or deferral of Real Estate Taxes   
which Landlord may receive pursuant to Sections         
11.256 through 11-267 of the Administrative Code of     
the City of New York, authorized by Title 2-D of        
Article 4 of the New York Real Property Tax Law and     
any and all rules and regulations promulgated           
thereunder (herein collectively called the "ICIP        
Program").                                              

            Section 22.02. Porter's Wage Rate. Tenant shall pay to the Landlord,
as additional rent, a porter's wage rate escalation in accordance with this     
Section:                                                                        

                  (a) For the purpose of this Section, the following definitions
shall apply:                                                      

      (i) "Wage Rate" shall mean the minimum
regular hourly rate of wages in effect as of January    
1st of each year (whether paid by Landlord or any       
contractor employed by Landlord) computed as paid       
over a forty hour week to Porters in Class A office     
buildings pursuant to an Agreement between Realty       
Advisory Board on Labor Relations, Incorporated, or     
any successor thereto, and Local 32B-32J of the         
Building Service Employees International Union,         
AFL-CIO, or any successor thereto; and provided,        
however,                                                

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that if there is no such agreement in effect            
prescribing a wage rate for Porters, computations and   
payments shall thereupon be made upon the basis of      
the regular hourly wage rate actually payable in        
effect as of January 1st of each year, and provided,    
however, that if in any year during the term, the       
regular employment of Porters shall occur on days or    
during the hours when overtime or other premium pay     
rates are in effect pursuant to such Agreement, then    
the term "hourly rate of wages" as used herein shall    
be deemed to mean the average hourly rate for the       
hours in a calendar week during which Porters are       
regularly employed (e.g., if pursuant to an agreement   
between Realty Advisory Board and the Local the         
regular employment of Porters for forty hours during    
a calendar week is at a regular hourly wage rate of     
$3.00 for the first thirty hours, and premium or        
overtime hourly wage rate of $4.50 for the remaining    
ten hours, then the hourly rate of wages under this     
Article during such period shall be the total weekly    
rate of $135.00 divided by the total number of          
regular hours of employment, forty or $3.375).          
Notwithstanding the foregoing, if at any time such      
hourly wage rate is different for new hire and old      
hire Porters, then thereafter such hourly wage rate     
shall be based on the weighted average of the wage      
rates for the different classifications of Porters.     

         (ii) "Base Wage Rate" shall mean the Wage
Rate in effect on January 1, 2006.                      

        (iii) The term "Porters" shall mean that
classification of non-supervisory employees employed    
in and about the Building who devote a major portion    
of their time to general cleaning, maintenance and      
miscellaneous services essentially of a non-technical   
and non-mechanical nature and are the type of           
employees who are presently included in the             
classification of "Class A-Others" in the Commercial    
Building Agreement between the Realty Advisory Board    
and the aforesaid Union.                                

     (iv) The term "minimum regular hourly
rate of wages" shall not include any payments for       
fringe benefits or adjustments of any kind.             

    (v) The term "Multiplication Factor"
shall mean 5,650.                                       

              (b) If the Wage Rate for any calendar year during the term
       after 2006 shall be increased above the Base Wage Rate, then Tenant shall
 pay, as additional rent, an amount equal to the product obtained by
  multiplying the Multiplication Factor by 100% of the number of cents
       (including any fraction of a cent) by which the Wage Rate is greater than
the                                                               

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   Base Wage Rate, such payment to be made in equal one-twelfth (1/12th)
   monthly installments commencing with the first monthly installment of
      minimum rent falling due on or after the effective date of such increase
in Wage Rate (payable retroactive from said effective date) and   
      continuing thereafter until a new adjustment shall have become effective
    in accordance with the provisions of this Article. Landlord shall give
      Tenant notice promptly after Landlord is aware of such increases of each
      change in Wage Rate which will be effective to create or change Tenant's
  obligation to pay additional rent pursuant to the provisions of this
   Section 22.02 and such notice shall contain Landlord's calculation in
 reasonable detail and certified as true by an authorized partner of
      Landlord or of its managing agent, of the annual rate of additional rent
      payable resulting from such increase in Wage Rate. Such amounts shall be
prorated for any partial calendar years during the term.          

                (c) Tenant's obligations to make the payments referred to in
       subdivision (b) above shall survive any expiration or termination of this
Lease.                                                            

                (d) Every notice given by Landlord pursuant to Section 22(b)
     hereof shall be conclusive and binding upon Tenant, except for manifest
or other error.                                                   

                  (e) The "Wage Rate" is intended to be a substitute comparative
       index of economic costs and does not necessarily reflect the actual costs
       of wages or other expenses of operating the Building. The Wage Rate shall
  be used whether or not the Building is a Class A office building and
       whether or not Porters are employed in the Building and without regard to
       whether such employees are members of the Union referred to in subsection
(a) hereof.                                                       

ARTICLE 23

 Electricity

Section 23.01.                                          

                  (a) Landlord shall furnish electric energy on a rent inclusion
       basis to the Demised Premises, the charges therefor being included in the
     minimum rent. The amount included in the minimum rent is based upon the
       normal use of such electric energy between the hours of 8:00 A.M. to 8:00
P.M. on Mondays through Fridays, excepting Saturdays, Sundays and 
      holidays, for lighting and for the normal use of lamps, word processors,
office copying machines, typewriters,                             

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      personal computers and similar customary office machines. Landlord shall
      not be liable in any way for any loss, damage or expense that Tenant may
    sustain or incur by reason of for any failure, change, interruption or
   defect in the supply or character of electric energy furnished to the
   Demised Premises by reason of any requirement, act or omission of the
    Electric Service Provider or Alternate Service Provider (as said terms
   are hereinafter defined) serving the Building with electricity and no
     such failure, change, interruption or defect shall constitute an actual
     of constructive eviction, in whole or in part, or entitle Tenant to any
   abatement of minimum rent or additional rent or relieve Tenant of its
  obligations under this Lease. Landlord shall furnish and install, at
  Tenant's sole cost and expense, all lighting fixtures, tubes, lamps,
    bulbs, ballasts and outlets relating to Tenant's electrical equipment.

             (b) Landlord has advised Tenant that presently Con Edison
       ("Electric Service Provider") is the utility company selected by Landlord
  to provide electricity service for the Building. Notwithstanding the
       foregoing, if permitted by law, Landlord shall have the right at any time
    and from time to time during the term of this Lease to either contract
     for service from a different company or companies providing electricity
service (each such company shall hereinafter be referred to as an 
    "Alternate Service Provider") or continue to contract for service from
the Electric Service Provider.                                    

                  (c) Tenant shall cooperate with Landlord, the Electric Service
Provider, and any Alternate Service Provider at all times and, as 
    reasonably necessary, shall allow Landlord, Electric Service Provider,
    and any Alternate Service Provider reasonable access to the Building's
     electric lines, feeders, risers, wiring, and any other machinery within
the Demised Premises.                                             

        Section 23.02. Tenant's connected electrical load in the Demised
Premises, including lighting, shall not at any time exceed the capacity of any  
of the electrical conductors and equipment in or serving the Demised Premises,  
such capacity being six (6) watts per rentable square foot connected load,      
exclusive of Building systems, including lighting. All additional risers or     
other equipment required therefor shall be provided by Landlord and the         
reasonable cost thereof shall be paid by Tenant upon Landlord's demand. Landlord
may require Tenant to agree to an increase in the annual minimum rent by an     
amount which will reflect the cost to Tenant of the additional service to be    
furnished by Landlord, that is the potential additional electrical energy to be 
made available to Tenant based upon the estimated additional capacity of such   
additional risers or other equipment. If Landlord and Tenant cannot agree       
thereon, the amount of such increase shall be determined by a reputable,        
independent electrical engineer or consultant, to be selected by Landlord whose 
fees or charges shall be paid by Landlord. When the                             

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amount of such increase is so determined, Tenant shall pay to Landlord within   
twenty (20) days following notification to Tenant of such determination the     
amount thereof retroactive to the date of such increased usage, unless within   
such twenty (20) day period Tenant disputes such determination. If Tenant       
disputes such determination, it shall, at its own expense, obtain from a        
reputable, independent electrical engineer or consultant, its own survey of the 
additional electrical energy consumed by Tenant. Tenant's consultant and        
Landlord's consultant shall then seek to agree on a finding of such             
determination of such change in the consumption of electrical energy. If they   
cannot agree, they shall choose a third reputable, independent electrical       
engineer or consultant, whose cost shall be shared equally by Landlord and      
Tenant, to make a similar survey, and the determination of such third consultant
shall be controlling. If they cannot agree on such third consultant, within ten 
(10) days, then either party may apply to the Supreme Court in the County of New
York, for the appointment of such third consultant. However, pending such       
determination, Tenant shall pay to Landlord the amount as determined by         
Landlord's engineer or consultant. If the amount determined as aforesaid is     
different from that determined by Landlord's engineer or consultant, then       
Landlord and Tenant shall make adjustment for any deficiency owed by Tenant or  
overage paid by Tenant. Following the final determination, the parties shall    
execute an agreement supplementary hereto to reflect such increase in the annual
minimum rent and in the amount set forth in Section 23.03; but such increase    
shall be effective even if such supplementary agreement is not executed.        

            Section 23.03. If, during the term of this Lease, the public utility
rate paid by Landlord for the supply of electric current to the Building shall  
be increased or if there shall be an increase in taxes or if additional taxes   
shall be imposed upon the sale or furnishing of such electric energy (hereafter 
collectively as the "cost") the annual minimum rent shall be increased by an    
amount arrived at by multiplying $18,362.50 (or the sum to which said sum may   
have been increased pursuant to the provisions of Section 23.02 or this Section 
23.03 prior to the effective date of the cost increases (such sum being referred
to herein as the "Rent Inclusion Factor") by the percentage of the increase of  
such cost. When the amount of such increase is so determined, Landlord and      
Tenant shall execute an agreement supplementary hereto to reflect such increase 
in the amount of the minimum rent payable and effective from the effective date 
of such increase , but such increase shall be effective from such date whether  
or not such a supplementary agreement is executed.                              

            Section 23.04. Landlord reserves the right to discontinue furnishing
electric energy at any time, whether or not Tenant is in default under this     
Lease, upon not less than thirty (30) days' notice to Tenant. If Landlord       
exercises such right of discontinuance, this Lease shall continue in full force 
and effect and shall be unaffected thereby, except only that, from and after the
effective date of such discontinuance, Landlord shall not be obligated to       
furnish electric energy to Tenant, and the minimum rent payable under this Lease
shall be reduced by an amount per annum equal to the then prevailing Rent       
Inclusion Factor. If Landlord so elects to discontinue furnishing electric      
energy to Tenant, Tenant shall arrange to obtain electric energy directly from  
the Electric Service Provider furnishing electric service to the Building or the
Alternate Service Provider. Notwithstanding the foregoing, Landlord shall not   
discontinue furnishing electric energy until Tenant is able to obtain such      
electric energy directly from said Electric Service                             

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Provider or the Alternate Service Provider. Such electric energy may be         
furnished to Tenant by means of the then existing Building system feeders,      
risers and wiring. All meters and additional panel boards, feeders, risers,     
wiring and other conductors and equipment which may be required to obtain       
electric energy directly from such public utility company, and which are to be  
located within the Demised Premises, shall be installed by Landlord at its      
expense if such discontinuance was voluntary, or installed by Landlord at       
Tenant's expense if such discontinuance was required by law or the Service      
Provider. Thereafter, all of the same shall be maintained by Tenant at its      
expense.                                                                        

          Section 23.05. At no time shall Tenant's connected electrical load
in the Demised Premises, including lighting, exceed six (6) watts per rentable  
square foot connected load.                                                     

ARTICLE 24

Broker

            Landlord and Tenant covenant and represent that the sole brokers who
negotiated and brought about this transaction were Cushman & Wakefield, Inc. and
Cohen Brothers Realty Corporation and Landlord agrees to pay a commission       
therefor as per separate agreements. Landlord and Tenant agree to hold the other
harmless against any claims for a brokerage commission arising out of a breach  
by the indemnifying party of the representations contained in this Article.     

ARTICLE 25

Subordination and Ground Lease

       Section 25.01. This Lease is subject and subordinate to (a) the
lease dated as of July 29, 1986, between Saks & Company, as lessor and Swiss    
Bank Corporation, New York Branch, as lessee, as the same is or may hereafter be
amended (the "Saks Lease"), (b) any "New Lease" (as defined in the Saks Lease)  
hereafter entered into, as the same may be amended (collectively together with  
the Saks Lease called the "Superior Leases"), and (c) to all mortgages (the     
"Superior Mortgages") which may now or hereafter encumber any such Superior     
Leases and/or the interest of the lessee under the                              

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Superior Lease in and to the Building, and to all renewals, modifications,      
amendments, consolidations, replacements or extensions of any of the foregoing. 
This clause shall be self-operative and no further instrument of subordination  
shall be required. However, in confirmation of such subordination, Tenant, at   
any time and from time to time, shall execute within fifteen (15) days of such  
request, any certificate and document that Landlord may reasonably request which
reasonably evidences such subordination.                                        

           Section 25.02. (a) Tenant covenants and agrees that if by reason of
a default under any Superior Lease, or under any Superior Mortgage, such        
Superior Lease and the leasehold estate of the Landlord in the Demised Premises 
is terminated, or the lessee's estate in the Building under a Superior Lease is 
foreclosed upon or transferred in lieu of a foreclosure, the Tenant will attorn 
to the then holder of the reversionary interest in the premises demised by this 
Lease or the foreclosure purchaser or transferee in lieu of foreclosure, as the 
case may be, and will recognize such holder, purchaser or transferee as the     
Tenant's Landlord under this Lease, unless the lessor under such Superior Lease 
or the holder of any such Superior Mortgage, in any proceeding to terminate such
Superior Lease or foreclose such Superior Mortgage, elects to terminate this    
Lease and the rights of Tenant hereunder provided, however, the holder of the   
reversionary interest or the foreclosure purchaser or transferee in lieu of     
foreclosure shall not be (i) liable for any act or omission or negligence of    
Landlord under this Lease; (ii) subject to any counterclaim, defense or offset  
which theretofore shall have accrued to Tenant against Landlord; (iii) obligated
to perform, undertake or complete any work in the Demised Premises or to prepare
it for Tenant's occupancy; (iv) bound by any previous modification or amendment 
of this Lease or by any previous prepayment of more than one (1) month's rent,  
unless such modification or prepayment shall have been approved in writing by   
the holder of such Superior Mortgage; (v) obligated to repair the Demised       
Premises, or the Building, or any part thereof, in the event of any damage      
beyond such repair as can reasonably be accomplished from the net proceeds of   
insurance actually made available to the then holder of the reversionary        
interest or the foreclosure purchaser or transferee in lieu of foreclosure; (vi)
obligated to repair the Demised Premises or the Building, or any part thereof,  
in the event of partial condemnation of the Demised Premises or the Building;   
(vii) required to account for any security deposit of Tenant unless actually    
delivered to such holder, purchaser or transferee by Landlord; (viii) bound by  
any obligation to make any payment to Tenant or grant any credits, except for   
services, repairs, maintenance and restoration provided for under this Lease to 
be performed by Landlord after the date of attornment; or (ix) responsible for  
any monies owing by Landlord to Tenant. Nothing contained in this subparagraph  
shall be construed to impair any right otherwise exercisable by any such holder,
purchaser or transferee. Tenant agrees to execute and deliver, at any time and  
from time to time, upon the request of the Landlord of or the lessor under any  
such Superior Lease or the holder of any such Superior Mortgage any instrument  
which may be necessary to evidence such attornment. Tenant further waives the   
provisions of any statute or rule or law now or hereafter in effect which may   
give or purport to give Tenant any right of election to terminate this Lease or 
to surrender possession of the Demised Premises in the event any proceeding is  
brought by the lessor under any such Superior Lease or the holder of any such   
Superior Mortgage to terminate the same, and                                    

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agrees that unless and until any such lessor or holder, in connection with any  
such proceeding, shall elect to terminate this Lease and the rights of Tenant   
hereunder, this Lease shall not be affected in any way whatsoever by any such   
proceeding.                                                                     

                 (b) Upon Tenant's receipt of a written notice from the lessor
    under any Superior Lease or the holder of any Superior Mortgage to the
   effect that (i) the lessor of said Superior Lease has terminated such
  Superior Lease or the holder of any Superior Mortgage has declared a
     default under such Superior Mortgage and/or is otherwise is entitled to
 performance by the tenant under the Superior Lease, and (ii) Tenant
should pay the minimum rent and additional rent thereafter due and
payable under this Lease to said lessor or said holder at a place 
designated in such notice, Tenant shall pay such minimum rent and 
       additional rent to said lessor under said Superior Lease or the holder of
    any Superior Mortgage at such designated place until such time as said
    lessor or holder shall notify Tenant that Tenant may resume paying all
    minimum rent and additional rent thereafter due and payable under this
      Lease to Landlord. Tenant shall have no liability to Landlord for paying
   any minimum rent or additional rent to said lessor under the Superior
Lease or holder of any Superior Mortgage or otherwise acting in   
accordance with the provisions of any notice sent to it under this
    paragraph and shall be relieved of its obligations to pay Landlord any
 minimum rent or additional rent under this Lease to the extent such
  payments are made to said lessor under the Superior Lease or to said
holder under the Superior Mortgage.                               

            Section 25.03. In the event of any act or omission by Landlord which
would give Tenant the right to terminate this Lease or to claim a partial or    
total eviction, pursuant to the terms of this Lease, if any, Tenant will not    
exercise any such right until:                                                  

                (a) it has given a written notice to cure (concurrently with
  any notice given to Landlord), regarding such act or omission to the
      holder of any Superior Mortgage and to the lessor of any Superior Lease,
       whose names and addresses shall previously have been furnished to Tenant,
     addressed to such holder and lessor at the last addresses so furnished,
and                                                               

                (b) a reasonable period of time (not to exceed the period in
      this Lease granted by Landlord) for remedying such act or omission shall
    have elapsed following such giving of notice and the expiration of any
    grace period applicable thereto in favor of Landlord hereunder, during
      which such holder and lessor, or any of them, with reasonable diligence,
     following the giving of such notice, shall not have commenced and is or
       are not continuing to remedy such act or omission or to cause the same to
be remedied.                                                      

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           If Tenant fails to give the notice and cure period to the holder of
any Superior Mortgage and to the lessor of any Superior Lease, then any         
termination of this Lease or claim of partial or total eviction by Tenant shall 
be deemed null and void.                                                        

     Section 25.04. If, in connection with obtaining financing for
Landlord's estate in and to the Building as lessee under a Superior Lease, or of
Landlord's interest in any Superior Lease, a banking, insurance or other        
recognized institutional lender shall request modifications in this Lease as a  
condition to such financing, Tenant will not unreasonably withhold, delay or    
defer its consent thereto and its execution and delivery of such modification   
agreement, provided that such modifications do not increase the obligations of  
Tenant hereunder or adversely affect the leasehold interest hereby created or   
Tenant's use and enjoyment of the Demised Premises.                             

ARTICLE 26

Estoppel Certificate

            Each party shall at any time, and from time to time, within ten (10)
days after so requested by the other party execute, acknowledge and deliver to  
the other party, a statement addressed to the other party or its designee or the
lessor of any Superior Lease or the holder of any Superior Mortgage encumbering 
such Superior Lease and/or the interest of the lessor under the Superior Lease  
in and to the Building (a) certifying that this Lease is unmodified and in full 
force and effect (or, if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), (b) stating the    
dates to which the minimum rent and additional rent have been paid, (c) stating 
whether or not there exists any default by the other party under this Lease,    
and, if so, specifying each such default, and (d) such other information as may 
be required by either party or any such lessor or mortgagee, it being intended  
that any such statement may be relied upon by Landlord, by any Superior         
Mortgagee or prospective mortgagee of any mortgage affecting the Building       
described in Schedule B and/or Building and improvements thereon or the lease   
hold estate under any Superior Lease affecting the Land and/or Building and     
improvements thereon, or may be relied upon by the lessor under any such        
Superior Lease or a purchaser of lessee's estate under any such Superior Lease  
or any interest therein, or by Tenant or its assignee.                          

ARTICLE 27  

Waiver of Jury Trial  

          Landlord and Tenant hereby waive the right to trial by jury in any
action or proceeding that may hereafter be instituted against it or in any      
action or proceeding on matters which are connected with this Lease, or any of  
its provisions or Tenant's use or occupancy of the Demised Premises, including  
any claims for injury or damage, or any emergency or other statutory remedy with
respect thereto.                                                                

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ARTICLE 28  

Surrender of Premises   

           Section 28.01. Upon the expiration or other termination of the term
of this Lease, Tenant shall quit and surrender the Demised Premises, vacant,    
broom clean, in good order and condition, ordinary wear and tear and damage by  
fire or other casualty excepted, and shall remove all its property therefrom,   
except as otherwise provided in this Lease. Tenant's obligation to observe or   
perform this covenant shall survive the expiration or other termination of the  
term of this Lease.                                                             

            Section 28.02. In the event Tenant shall remain in possession of the
Demised Premises after the expiration or other termination of the term of this  
Lease, such holding over shall not constitute a renewal or extension of this    
Lease. Landlord, may, at its option, elect to treat Tenant as one who is not    
removed at the end of the term, and thereupon be entitled to all of the remedies
against Tenant provided by law in that situation or Landlord may elect to       
construe such holding over as a tenancy from month-to-month, subject to all of  
the terms and conditions of this Lease, except as to the duration thereof, and  
the minimum rent shall be due, in either of such events, at a monthly rental    
rate equal to two (2) times the monthly installment of minimum rent which would 
otherwise be payable for such month, together with any and all additional rent. 
If such holdover continues for over thirty (30) days Tenant shall also be       
responsible for and hereby indemnifies Landlord against any claims made by any  
succeeding tenant or prospective tenant founded upon Tenant's delay in          
surrendering the Demised Premises to Landlord.                                  

ARTICLE 29  

Rules and Regulations   

            Section 29.01. Tenant, its servants, employees, agents, visitors and
licensees shall observe faithfully and comply with the rules and regulations set
forth in Schedule "C" attached hereto and made a part hereof. Landlord shall    
have the right from time to time during the term of this Lease to make          
reasonable changes in and additions to the rules thus set forth.                

       Section 29.02. Any failure by Landlord to enforce any rules and
regulations now or hereafter in effect, either against Tenant or any other      
tenant in the Building, shall not constitute a breach hereunder or waiver of any
such rules and regulations. All such rules and regulations shall not be applied 
in a discriminatory manner against Tenant.                                      

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ARTICLE 30  

Successors and Assigns and Definitions  

            Section 30.01. The covenants, conditions and agreements contained in
this Lease shall bind and enure to the benefit of Landlord and Tenant and their 
respective distributees, legal representatives, successors and, except as       
otherwise provided herein, their assigns.                                       

           Section 30.02. The term "Landlord" as used in this Lease, so far as
the covenants and agreements on the part of Landlord are concerned shall be     
limited to mean and include only the owner or owners at the time in question of 
the tenant's estate under any Superior Lease covering the property described in 
Schedule B hereto annexed and/or (but only if the Superior Leases shall         
terminate and Tenant shall attorn to the lessor under the Superior Lease which  
had terminated) the fee title of Landlord covering the Land and/or the Building 
and improvements thereon. In the event of any assignment or assignments of such 
tenant's estate or transfer of such title, Landlord herein named (and in case of
any subsequent assignment or transfer, the then assignor or transferor) shall be
automatically freed and relieved from and after the date of such assignment or  
transfer of all personal liability with respect to performance of any of        
Landlord's covenants and agreements thereafter to be performed, and such        
assignee or transferee shall be bound by all of such covenants and agreements;  
it being intended that Landlord's covenants and agreements shall be binding on  
Landlord, its successors and assigns only during and in respect of their        
successive periods of such ownership.                                           

         However, in any event, the members in Landlord shall not have any
personal liability or obligation by reason of any default by Landlord under any 
of Landlord's covenants and agreements in this Lease. In case of such default,  
Tenant will look only to Landlord's estate, as tenant, under such Superior Lease
and/or (but only if the Superior Leases shall terminate and Tenant shall attorn 
to the lessor under the Superior Lease which had terminated) its interest in the
Land and/or Building, to recover any loss or damage resulting therefrom; and    
Tenant shall have no right to nor shall Tenant assert any claim against nor have
recourse to Landlord's other property or assets to recover such loss or damage. 

            Section 30.03. All pronouns or any variation thereof shall be deemed
to refer to masculine, feminine or neuter, singular or plural as the identity of
the person or persons may require; and if Tenant shall consist of more than one 
(1) person, the obligations of such persons, as Tenant, under this Lease, shall 
be joint and several.                                                           

      Section 30.04. The definitions contained in Schedule E annexed
hereto are hereby made a part of this Lease.                                    

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ARTICLE 31

 Notices

         Any notice, statement, certificate, request, approval, consent or
demand required or permitted to be given under this Lease shall be in writing   
sent by registered or certified mail (or reputable, commercial overnight courier
service) return receipt requested, addressed, as the case may be, to Landlord,  
at 750 Lexington Avenue, New York, New York 10022, and to Tenant at 775 Passaic 
Avenue, West Caldwell, New Jersey 07006, or to such other addresses as Landlord 
or Tenant respectively shall designate in the manner herein provided. Such      
notice, statement, certificate, request, approval, consent or demand shall be   
deemed to have been given three (3) business days after the date when mailed, as
aforesaid, or on the date of delivery by overnight courier.                     

ARTICLE 32

 No Waiver; Entire Agreement

            Section 32.01. The specific remedies to which Landlord or Tenant may
resort under the provisions of this Lease are cumulative and are not intended to
be exclusive of any other remedies or means of redress to which Landlord or     
Tenant may be lawfully entitled in case of any breach or threatened breach by   
the other of any of the terms, covenants and conditions of this Lease. The      
failure of Landlord or Tenant to insist upon the strict performance of any of   
the terms, covenants and conditions of this Lease, or to exercise any right or  
remedy herein contained, shall not be construed as a waiver or relinquishment   
for the future of such term, covenant, condition, right or remedy. A receipt by 
Landlord or payment by Tenant of minimum rent or additional rent with knowledge 
of the breach of any term, covenant or condition of this Lease shall not be     
deemed a waiver of such breach. This Lease may not be changed or terminated     
orally. In addition to the other remedies in this Lease provided, Landlord and  
Tenant shall be entitled to seek to restrain by injunction, the violation or    
attempted or threatened violation of any of the terms, covenants and conditions 
of this Lease or to a decree, any court having jurisdiction in the matter,      
compelling performance of any such terms, covenants and conditions.             

          Section 32.02. No receipt of monies by Landlord from Tenant, after
any re-entry or after the cancellation or termination of this Lease in any      
lawful manner, shall reinstate the Lease; and after the service of notice to    
terminate this Lease, or after commencement of any action, proceeding or other  
remedy, Landlord may demand, receive and collect any monies due, and apply them 
of account of Tenant's obligations under this Lease but without in any respect  
affecting such notice, action, proceeding or remedy, except that if a money     
judgment is being sought in any such action or proceeding, the amount of such   
judgment shall be reduced by such payment.                                      

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        Section 32.03. If Tenant is in arrears in the payment of minimum
rent or additional rent, Tenant waives its right, if any, to designate the items
in arrears against which any payments made by Tenant are to be credited and     
Landlord may apply any of such payments to any such items in arrears as         
Landlord, in its sole discretion, shall determine, irrespective of any          
designation or request by Tenant as to the items against which any such payments
shall be credited.                                                              

        Section 32.04. No payment by Tenant nor receipt by Landlord of a
lesser amount than may be required to be paid hereunder shall be deemed to be   
other than on account of any such payment, nor shall any endorsement or         
statement on any check or any letter accompanying any check tendered as payment 
be deemed an accord and satisfaction and Landlord may accept such check or      
payment without prejudice to Landlord's right to recover the balance of such    
payment due or pursue any other remedy in this Lease provided.                  

  Section 32.05. This Lease and the Schedules annexed hereto
constitute the entire agreement between Landlord and Tenant referable to the    
Demised Premises, and all prior negotiations and agreements are merged herein.  

    Section 32.06. If any term or provision of this Lease or the
application thereof to any person or circumstance shall, to any extent, be      
invalid or unenforceable, the remainder of this Lease, or the application of    
such term or provision to persons or circumstances other than those as to which 
it is held invalid or unenforceable, shall not be affected thereby, and each    
term and provision of this Lease shall be valid and be enforced to the fullest  
extent permitted by law.                                                        

    Section 32.07 It is understood and agreed that this Lease is
submitted to Tenant on the understanding that it shall not be considered an     
offer and shall not bind Landlord in any way whatsoever until (i) Tenant has    
duly executed and delivered duplicate originals to Landlord, and (ii) Landlord  
has executed and delivered one of said fully executed originals to Tenant.      

ARTICLE 33  

Captions  

            The captions of Articles in this Lease are inserted only as a matter
of convenience and for reference and they in no way define, limit or describe   
the scope of this Lease or the intent of any provision thereof.                 

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ARTICLE 34  

Inability to Perform  

            If the performance or observance by Landlord or Tenant of any of the
terms, covenants and conditions of this Lease on the part of Landlord or Tenant 
to be performed shall be delayed by reason of unavoidable delays (as hereinafter
defined), the time for the performance or observance thereof shall be extended  
for the period of time as Landlord or Tenant shall have been so delayed,        
provided Tenant shall continue, notwithstanding unavoidable delays, to be       
obligated to pay minimum rent and additional rent.                              

            The words "unavoidable delays", as used in this Lease shall mean (a)
the enactment of any law or issuance of any governmental order, rule or         
regulation (i) prohibiting or restricting performance of work of the character  
required to be performed by Landlord under this Lease, or (ii) establishing     
rationing or priorities in the use of materials, or (iii) restricting the use of
labor, and (b) strikes, lockouts, acts of God, inability to obtain labor or     
materials, enemy action, civil commotion, fire, unavoidable casualty or other   
similar types of causes beyond the reasonable control of Landlord, other than   
financial inability.                                                            

ARTICLE 35  

No Representations by Landlord  

           Neither Landlord nor any agent or employee of Landlord has made any
representation whatsoever with respect to the Demised Premises except as        
expressly set forth in this Lease.                                              

ARTICLE 36  

Security Deposit  

            Section 36.01. Concurrently with the execution of this Lease, Tenant
shall deposit with Landlord the sum of $200,000.00, either in cash or by Letter 
of Credit as provided in Section 36.02, as security for the faithful performance
and observance by Tenant of the terms, provisions and conditions of this Lease. 
Tenant agrees that, in the event that Tenant defaults in respect of any of the  
terms, provisions and conditions of this Lease (including the payment of minimum
rent and additional rent), after any applicable notice and expiration of any    
applicable cure period, Landlord may use, apply or retain the whole or any part 
of the cash security so deposited or may notify the "Issuing Bank" (as such term
is defined in Section 36.02) and thereupon receive all of the monies represented
by the said Letter of Credit and use, apply, or retain the whole or any part of 
such proceeds, as the case may be, to the extent required for the payment of any
rent, additional rent, or any other sum as to which Tenant is in default, or for
any sum that Landlord may expend or may be required to expend by reason of      
Tenant's default, in respect of any of the terms, covenants and conditions of   
this Lease (including any damages or deficiency accrued before or after summary 
proceedings or other re-entry by                                                

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Landlord). In the event that Landlord applies or retains any portion or all of  
the cash security or the proceeds of such Letter of Credit, as the case may be, 
Tenant shall, within five (5) days after demand by Landlord, restore the amount 
so applied or retained so that, at all times, the amount deposited shall be     
$200,000.00. Upon Tenant's making such additional deposit, Landlord is hereby   
authorized to act as Tenant's agent to use the proceeds of the Letter of Credit 
to obtain a new Letter of Credit and Tenant hereby irrevocable appoints Landlord
as Tenant's agent and attorney-in-fact to obtain a replacement Letter of Credit 
from the Issuing Bank or any other qualifying bank (such qualifying bank shall  
then be the Issuing Bank). If Tenant shall fail or refuse to make such          
additional deposit, Landlord shall have the same rights in law and in equity and
under this Lease as it has with respect to a default by Tenant in the payment of
minimum rent. In the event that Tenant shall fully and faithfully comply with   
all of the terms, provisions, covenants and conditions of this Lease, the cash  
security or Letter of Credit, as the case may be, shall be returned to Tenant   
within twenty (20) days after the expiration date and after delivery of         
possession of the entire Demised Premises to Landlord in the condition provided 
in this Lease for such delivery of possession.                                  

           Section 36.02. Such letter of credit (the "Letter of Credit") shall
be a clean, irrevocable and unconditional Letter of Credit issued by and drawn  
upon any commercial bank (the "Issuing Bank") with offices for banking purposes 
in the City of New York and having combined capital and surplus of not less than
$100,000,000.00, which Letter of Credit shall have an initial term of not less  
than one year or thereafter having a term expiring not less than ninety (90)    
days following the expiration of the term of this Lease, shall permit multiple  
drawings, shall be transferable by the beneficiary at one or more occasions at  
no charge to the beneficiary and otherwise be in form and content satisfactory  
to Landlord, be for the account of Landlord and be in the amount of $200,000.00.
Notwithstanding the foregoing, if at any time the combined capital and surplus  
of the Issuing Bank is less than $100,000,000.00 or its rating is downgraded    
from its current rating, and provided Tenant does not replace the existing      
Letter of Credit with a Letter of Credit meeting the criteria of Section 36.02  
within the sooner of thirty (30) days following Tenant's receipt of Landlord's  
notice to Tenant of either of the foregoing events or the number of days        
remaining until the expiration date of the existing Letter of Credit, Landlord  
shall have the right, at any time thereafter, to draw down the entire proceeds  
pursuant to the terms of Section 36.01 as cash security pending the replacement 
of such Letter of Credit. The Letter of Credit shall provide that:              

          (a) the Issuing Bank shall pay to Landlord or its duly
     authorized representative an amount up to the face amount of the Letter
       of Credit upon presentation of the Letter of Credit and a sight draft, in
the amount to be drawn;                                           

         (b) it shall be deemed automatically renewed, without
       amendment, for consecutive periods of one (1) year each thereafter during
the term of this Lease, unless Issuing Bank sends written notice  
(hereinafter referred to as the Non-Renewal Notice) to Landlord by
certified or registered                                           

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mail, return receipt requested, not less than sixty (60) days next
      preceding the expiration date of the Letter of Credit that it elects not
       to have the Letter of Credit renewed, and it being agreed that the giving
    of such Non-Renewal Notice shall for the purpose of this Article 37 be
     deemed a default under this Lease, unless Tenant replaces the Letter of
    Credit with a substitute Letter of Credit meeting the criteria of this
     Section 36.02 or with a cash deposit at least thirty (30) days prior to
the expiration date of the Letter of Credit.                      

            (c) Landlord, subsequent to its receipt of a Non-Renewal
     Notice, and prior to the expiration date of the Letter of Credit, shall
 have the right, exercisable by means of sight draft, to receive the
monies represented by the Letter of Credit and hold such proceeds 
 pursuant to the terms of Section 36.01 as cash security pending the
replacement of such Letter of Credit; and                         

                  (d) upon Landlord's sale or assignment of its estate as Tenant
     under any Superior Lease, the Letter of Credit shall be transferable by
Landlord, as provided in Section 36.03.                           

            Section 36.03. At any time, and from time to time during the term of
this Lease, if Landlord is then holding a cash security deposit, Tenant may     
substitute a Letter of Credit to replace the same and the cash will then be     
returned to Tenant, or if Landlord is then holding a Letter of Credit as        
security, Tenant may deposit cash with Landlord to replace the Letter of Credit 
and Landlord will then return the Letter of Credit to Tenant.                   

         Section 36.04. In the event Landlord's estate as tenant under any
Superior Lease is sold or assigned, or (if the Superior Lease shall terminate   
and Tenant shall attorn to the lessor under the Superior Lease which had        
terminated) the fee title of Landlord covering the Land and/or Building is      
transferable or conveyed, Landlord shall have the right to transfer the Letter  
of Credit then held by Landlord to the vendee, transferee or assignee, and      
Landlord shall thereupon be released by Tenant from all liability for the return
of such Letter of Credit. In such event, Tenant agrees to look solely to the new
Landlord for the return of said Letter of Credit. It is agreed that the         
provisions hereof shall apply to every transfer or assignment made of the Letter
of Credit to a new Landlord.                                                    

            Section 36.05. Tenant covenants that it will not assign or encumber,
or attempt to assign or encumber, the Letter of Credit deposited hereunder as   
security, and that neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment, or attempted         
encumbrance.                                                                    

            Section 36.06. The use of the security, as provided in this Article,
shall not be deemed or construed as a waiver of Tenant's default or as a waiver 
of any other rights and remedies to which Landlord may be entitled under the    
provisions of this Lease by reason of such default, it being intended that      
Landlord's rights to use the whole or any                                       

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part of the security shall be in addition to but not in limitation of any such  
other rights and remedies; and Landlord may exercise any of such other rights   
and remedies independent of or in conjunction with its rights under this        
Article.                                                                        

ARTICLE 37  

Late Payment Charges  

       If Tenant shall fail to pay any minimum rent or additional rent
within ten (10) days after its due date, Tenant shall pay a late charge of $.05 
for each $1.00 which remains unpaid after such period to compensate Landlord for
additional expense in processing such late payment. In addition, if Tenant fails
to pay any minimum rent or additional rent within fifteen (15) days after its   
due date, Tenant shall pay interest thereon from the date due until the date    
paid at the rate of one (1%) percent per month. If any check of Tenant in       
payment of any sum due under this Lease, including but not limited to minimum   
rent and additional rent, fails to clear the bank, Tenant shall pay a charge of 
$100.00.                                                                        

ARTICLE 38  

Rent Control  

        In the event the minimum rent and/or additional rent or any part
thereof provided to be paid by Tenant under the provisions of this Lease during 
the demised term shall become uncollectible or shall be reduced or required to  
be reduced or refunded by virtue of any federal, state, county or city law,     
order or regulation, or by any direction of a public officer or body pursuant to
law, or the orders, rules, code or regulations of any organization or entity    
formed pursuant to law, Tenant shall enter into such agreement(s) and take such 
other steps (without additional expense or liability to Tenant) as Landlord may 
reasonably request and as may be legally permissible to permit Landlord to      
collect the maximum rents which from time to time during the continuance of such
legal rent restriction may be legally permissible (and not in excess of the     
amounts reserved therefor under this Lease). Upon the termination of such legal 
rent restriction, (a) the minimum rent and/or additional rent shall become and  
thereafter be payable in accordance with the amounts reserved herein for the    
periods following such termination, and (b) Tenant shall pay to Landlord        
promptly upon being billed, to the maximum extent legally permissible, an amount
equal to (i) minimum rent and/or additional rent which would have been paid     
pursuant to                                                                     

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this Lease but for such legal rent restriction less (ii) the rents paid by      
Tenant during the period such legal rent restriction was in effect.             

ARTICLE 39  

Supplemental Air Conditioning   

       Section 39.01 Tenant, at its cost, subject to the provisions of
Article 5 of the Lease, may also install up to five (5) tons of condenser water 
cooled supplemental air conditioning equipment in the Additional Premises, such 
installation to be in accordance with plans and specifications to be approved by
Landlord, which approval shall not be unreasonably withheld or delayed (the five
(5) ton air conditioning equipment being hereinafter collectively called the    
"Equipment"). Tenant, at its own cost, shall maintain all such Equipment in good
condition and repair and shall make any replacements thereof as may be required.
Tenant, at its own expense, shall obtain in its own name the use permits for    
such Equipment and provide Landlord with copies of same. Tenant shall also      
obtain and pay for all annual renewal fees in connection therewith, and provide 
Landlord with a copy of such annual renewals. Tenant shall indemnify and hold   
Landlord harmless from and against any loss, claims, costs and expenses         
(including reasonable attorneys' fees) in connection with the repair and        
maintenance of said Equipment, excluding any claims resulting from Landlord's or
any of its employees, contractors, agents or invitees negligence or willful     
misconduct. Tenant, at its cost, shall install a device to measure the hours of 
operation of the Equipment, which device is capable of providing a print-out    
verifying the date and time of usage and shall be read by Landlord. All such    
Equipment shall be subject to the determination by Landlord's electrical        
consultant, whose reasonable fees shall be paid by Tenant, of the cost of the   
additional electricity consumed by Tenant with respect to the use and operation 
of all such Equipment. Tenant, as additional rent, agrees to pay for the cost of
electricity as determined by said consultant, within twenty (20) days after     
submission to Tenant of bills therefor. Any disputes as to the amount of such   
billing shall be resolved in the manner provided in Section 23.02. Tenant, at   
its cost, may tap into the existing Building condenser water riser and use up to
five (5) tons of condenser water. Tenant shall pay to Landlord a one time tap-in
charge of $1,250.00.                                                            

      Section 39.02 With respect to Tenant's use of condenser water,
Tenant shall pay to Landlord during each month of the term of this Lease, an    
amount (the "Monthly Condenser Water Amount") equal to the product obtained by  
multiplying (i) the number of tons of condenser water connected to the condenser
water riser, to wit, five (5), times (ii) 1/12th of the Condenser Water Charge  
(as hereinafter defined) in effect for the calendar year in which such month    
occurs. Landlord shall furnish bills to Tenant from time to time for the Monthly
Condenser Water Amount and Tenant shall pay each such bill within ten (10) days 
after its receipt thereof. As of the Commencement Date, the "Condenser Water    
Charge" is One Thousand Two Hundred Fifty Dollars ($1,250) per ton of cooling   
capacity, per annum. Landlord shall have the right to increase the Condenser    
Water Charge from                                                               

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time to time based on Landlord's increased costs and expenses with respect to   
supplying condenser water to the System.                                        

ARTICLE 40  

Landlord's Reimbursement Contribution   

           Subject to the provisions of Article 5 of this Lease, Tenant agrees
to perform the initial work and installations required to make the Demised      
Premises suitable for the conduct of Tenant's business. Tenant, on or before    
March 1, 2006, agrees to deliver to Landlord, for Landlord's approval, the plans
and specifications for Tenant's initial work, which approval shall not be       
unreasonably withheld or delayed with respect to non-structural interior work   
which does not adversely affect the Building systems. Tenant agrees to commence 
its work promptly after Landlord's approval of Tenant's plans and thereafter    
complete its work and commence business in the Premises within one hundred fifty
(150) days following Landlord's approval of Tenant's plans. Landlord agrees to  
reimburse Tenant up to the sum of $20,000.00 ("Landlord's Reimbursement         
Contribution") toward the cost of such work, which shall include hard and soft  
costs. Landlord shall pay to Tenant, the cost of the work requested by Tenant,  
not to exceed the Landlord's Reimbursement Contribution, theretofore performed  
by the contractor, which shall include any general contractor and all           
subcontractors hired by the general contractor, provided Tenant delivers to     
Landlord concurrently with its request, paid bills of the contractor, including 
any general contractor and subcontractor, involved and approved by Tenant, a    
certificate by Tenant's architect, if any, that such paid bills have been       
approved and the work or materials evidenced by such bills have been            
satisfactorily completed in accordance with all applicable governmental         
requirements and a waiver of mechanic's lien signed by the contractor, including
any general contractor and subcontractor, with respect to the amount paid as    
evidenced by the paid bill, such payment to be made to Tenant within thirty (30)
days after receipt of Tenant's request together with the aforesaid              
documentation. Landlord shall have no obligation or responsibility to pay any   
cost exceeding the amount of Landlord's Reimbursement Contribution. If the      
amount Tenant expends for the cost exceeds the amount of Landlord's             
Reimbursement Contribution, Tenant shall be responsible for the payment to the  
contractors of the excess. If said amount is less than the amount of Landlord's 
Reimbursement Contribution, Landlord shall not be obligated to pay such         
difference to Tenant. Tenant shall indemnify and hold Landlord harmless from and
against any and all claims, costs and expenses, including but not limited to    
attorneys' fees, in connection or relating to the initial work performed        
pursuant to this Article.                                                       

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

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             FIFTH AVENUE BUILDING COMPANY LLC

          By: Fifth Avenue Tower Corp.
       Its managing member

        By: /s/ Charles Steven Cohen
                      ------------------------------------
           Charles Steven Cohen, President

       GREG MANNING AUCTIONS, INC.

  By: /s/ Larry Crawford
                       -------------------------------------
       Name:  Larry Crawford
                              Title: Chief Financial Officer and Executive
              Vice President

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 CERTIFICATE OF ACKNOWLEDGMENT

STATE OF NEW YORK.      )                                                       
:  ss.:                         
COUNTY OF NEW YORK      )                                                       

           On the day of in the year 2005 before me, the undersigned, a Notary
Public in and said State, personally appeared Charles Steven Cohen, personally  
known to me or proved to me on the basis of satisfactory evidence to be the     
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the  
instrument, the individual, or the person upon behalf of which the individual   
acted, executed the instrument.                                                 

             _____________________________________
                 Notary Public

STATE OF NEW YORK.      )                                                       
:  ss.:                         
COUNTY OF NEW YORK      )                                                       

           On the day of in the year 2005 before me, the undersigned, a Notary
Public in and said State, personally appeared ______________________, personally
known to me or proved to me on the basis of satisfactory evidence to be the     
individual whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his capacity, and that by his signature on the  
instrument, the individual, or the person upon behalf of which the individual   
acted, executed the instrument.                                                 

             _____________________________________
                 Notary Public

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SCHEDULE A

Floor Plan

 [GRAPHIC OMITTED]

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SCHEDULE B
----------

 Description of Land

That certain plot, piece or parcel or land, situate, lying and being in the     
Borough of Manhattan, City, County and State of New York, bounded and described 
as follows:                                                                     

BEGINNING at a point on the southerly side of East 50th Street distant 208 feet 
easterly from the corner formed by the southerly side of East 50th Street and   
the easterly side of Fifth Avenue;                                              

RUNNING THENCE easterly along the southerly side of East 50th Street 85 feet 10 
inches to a point distant 126 feet 2 inches westerly, as measured along the     
southerly side of East 50th Street from the corner formed by the southerly side 
of East 50th Street and the westerly side of Madison Avenue;                    

RUNNING THENCE southerly at right angles to the last mentioned course 100 feet 5
inches to the center line of the block;                                         

THENCE easterly along the center line of the block 6 feet 2 inches to a point;  

THENCE southerly, at right angles to the last mentioned course 100 feet 5 inches
to the northerly side of East 49th Street;                                      

THENCE westerly along the northerly side of East 49th street 100 feet to a      
point;                                                                          

THENCE northerly, at right angles to the last mentioned course, 60 feet 5 inches
to a point;                                                                     

THENCE easterly at right angles to the last mentioned course, 60 feet 5 inches  
to a point;                                                                     

THENCE northerly, at right angles to the last mentioned course 77 feet 5 inches 
to a point;                                                                     

THENCE westerly, at right angles to the last mentioned course 20 feet 5 inches  
to a point;                                                                     

THENCE northerly, at right angles to the last mentioned course 63 feet 0 inches 
to the southerly side of 50th Street, the point or place of BEGINNING.          

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SCHEDULE C
----------

 Rules and Regulations

           1. The rights of tenants in the entrances, corridors, elevators and
escalators of the Building are limited to ingress to and egress from the        
tenants' premises for the tenants and their employees, licensees, guests,       
customers and invitees, and no tenant shall use, or permit the use of, the      
entrances, corridors, escalators or elevators for any other purpose. No tenant  
shall invite to the tenant's premises, or permit the visit of, persons in such  
numbers or under such conditions as to interfere with the use and enjoyment of  
any of the plazas, entrances, corridors, escalators, elevators and other        
facilities of the Building by other tenants. Fire exits and stairways are for   
emergency use only, and they shall not be used for any other purposes by the    
tenants, their employees, licensees or invitees. No tenant shall encumber or    
obstruct, or permit the encumbrance or obstruction of any of the sidewalks,     
plazas, entrances, corridors, escalators, elevators, fire exits or stairways of 
the Building. The Landlord reserves the right to control and operate the public 
portions of the Building and the public facilities, as well as facilities,      
furnished for the common use of the tenants, in such manner as it deems best for
the benefit of the tenants generally. Landlord further reserves the right, at   
any time, to install a message/package center in an area in the Building        
designated by Landlord and reasonably accessible to and for the common use of   
tenant's, and the tenants shall comply with the procedures for the same set     
forth by the Landlord.                                                          

    2. The reasonable cost of repairing any damage to the public
portions of the Building or the public facilities or to any facilities used in  
common with other tenants, caused by a tenant or the employees, licensees or    
invitees of the tenant, shall be paid by such tenant.                           

           3. The Landlord may refuse admission to the Building at any time to
any person not having a pass issued by the Landlord, and may require all persons
admitted to or leaving the Building outside of ordinary business hours to       
register. Tenant's employees, agents and visitors shall be permitted to enter   
and leave the building during and after ordinary business hours, subject to the 
reasonable requirements of Landlord, including but not limited to reasonable    
non-discriminatory use by Landlord of reasonable security scanners and          
reasonable security detection equipment. Each tenant shall be responsible for   
all persons for whom he requests such permission and shall be liable to the     
Landlord for all acts of such persons. Tenant shall obtain identification cards 
to be issued by Landlord for each employee and shall pay the Landlord's Building
standard charge therefor. Any person whose presence in the Building at any time 
shall, in the judgment of the Landlord, be prejudicial to the safety, character,
reputation and interests of the Building or its tenants may be denied access to 
the Building or may be rejected therefrom. In case of invasion, riot, public    
excitement or other commotion the Landlord may prevent all access to the        
Building during the continuance of the same, by closing the doors or otherwise, 
for the safety of the tenants and protection of property in the Building. The   
Landlord may require any person leaving the Building with any package or other  
object to exhibit a pass                                                        

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from the tenant from whose premises the package or object is being removed, but 
the establishment and enforcement of such requirement shall not impose any      
responsibility on the Landlord for the protection of any tenant against the     
removal of property from the premises of the tenant. The Landlord shall, in no  
way, be liable to any tenant for damages or loss arising from the admission,    
exclusion or ejection of any person to or from the tenant's premises or the     
Building under the provisions of this rule.                                     

          4. No tenant shall obtain or accept for use in its premises towel,
barbering, boot blacking, floor polishing, lighting maintenance, cleaning or    
other similar services from any persons not authorized by the Landlord in       
writing to furnish such services, provided always that the charges for such     
services by persons authorized by the Landlord are comparable to the industry   
charge. Such services shall be furnished only at such hours, in such places     
within the tenant's premises and under such reasonable regulations as may be    
fixed by the Landlord.                                                          

           5. No awnings or other projections over or around the windows shall
be installed by any tenant, and only such window blinds as are supplied or      
permitted by the Landlord shall be used in a tenant's premises.                 

          6. There shall not be used in any space, or in the public halls of
the Building, either by the Tenant or by jobbers or others, in the delivery or  
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.                                                                

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

            8. No noise, including the playing of any musical instruments, radio
or television, which, in the judgment of the Landlord, might disturb other      
tenants in the Building shall be made or permitted by any tenant. Nothing shall 
be done or permitted in any tenant's premises, and nothing shall be brought into
or kept in any tenant's premises, which would impair or interfere with any of   
the Building services or the proper and economic heating, cleaning or other     
servicing of the Building or the premises, or the use or enjoyment by any other 
tenant of any other premises, nor shall there be installed by any tenant any    
ventilating, air conditioning, electrical or other equipment of any kind which, 
in the judgment of the Landlord, might cause any such impairment or             
interference. No dangerous, flammable, combustible or explosive object or       
material shall be brought into the Building by any tenant or with the permission
of any tenant.                                                                  

      9. Tenant shall not permit any cooking or food odors emanating
within the Demised Premises to seep into other portions of the Building.        

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     10. No acids, vapor or other materials shall be discharged or
permitted to be discharged into the waste lines, vents or flues of the Building 
which may damage them. The water and wash closets and other plumbing fixtures in
or serving any tenant's premises shall not be used for any purpose other than   
the purpose for which they were designed or constructed, and no sweepings,      
rubbish, rags, acids or other foreign substances shall be deposited therein. All
damages resulting from any misuse of the fixtures shall be borne by the tenant  
who, or whose servants, employees, agents, visitors or licensees, shall have    
caused the same.                                                                

       11. No signs, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any tenant on any part of the       
outside or inside of the Building or inside the premises if visible from the    
outside without the prior written consent of the Landlord. In the event of the  
violation of the foregoing by any tenant, Landlord may remove the same without  
any liability, and may charge the expense incurred by such removal to the tenant
or tenants violating this rule. Interior signs and lettering on doors and       
elevators shall be inscribed, painted, or affixed for each tenant by Landlord at
the expense of such tenant, (the charge not to exceed that which a reputable    
outside contractor would charge), and shall be of a size, color and style       
reasonably acceptable to Landlord. Landlord shall have the right to prohibit any
advertising by any tenant which impairs the reputation of the building or its   
desirability as a building for offices, and upon written notice from Landlord,  
Tenant shall refrain from or discontinue such advertising.                      

         12. No additional locks or belts of any kind shall be placed upon
any of the doors or windows in any tenant's premises and no lock on any door    
therein shall be changed or altered in any respect. Upon the termination of a   
tenant's lease, all keys of the tenant's premises and toilet rooms shall be     
delivered to the Landlord.                                                      

            13. No tenant shall mark, paint, drill into or in any way deface any
part of the Building or the premises demised to such tenant. No boring, cutting 
or stringing of wires shall be permitted, except with the prior written consent 
of Landlord, which will not be unreasonably withheld or delayed, and as Landlord
may reasonably direct. No tenant shall install any resilient tile or similar    
floor covering in the premises demised to such tenant except in a manner        
approved by Landlord.                                                           

       14. No tenant shall use or occupy, or permit any portion of the
premises demised to such tenant to be used or occupied, as an office for a      
public stenographer or typist, or as a barber or manicure shop, or as an        
employment bureau. No tenant or occupant shall engage or pay any employees in   
the Building, except those actually working for such tenant or occupant in the  
Building, nor advertise for laborers giving an address at the Building.         

            15. No premises shall be used, or permitted to be used, at any time,
as a store for the sale or display of goods, wares or merchandise of any kind,  
or as a restaurant, shop, booth, bootblack or other stand, or for the conduct of
any business or occupation                                                      

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which predominantly involves direct patronage of the general public in the      
premises demised to such tenant, or for manufacturing or for other similar      
purposes.                                                                       

  16. The requirements of tenants will be attended only upon
application at the office of the Building. Employees of Landlord shall not      
perform any work or do anything outside of the regular duties, unless under     
special instructions from the office of the Landlord.                           

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

        18. The tenant's employees shall not loiter around the hallways,
stairways, elevators, front, roof or any other part of the Building used in     
common by the occupants thereof.                                                

      19. If the premises demised to any tenant become infested with
vermin, such tenant, at its sole cost and expense, shall cause its premises to  
be exterminated, from time to time, to the satisfaction of Landlord and shall   
employ such exterminators therefor as shall be approved by Landlord.            

          20. No bicycle or other vehicle and no animals shall be allowed in
the showrooms, offices, halls, corridors or any other parts of the Building.    

       21. Tenant shall not, without Landlord's prior written consent,
install or operate any heating device, refrigerating or air conditioning        
equipment, steam or internal combustion engine, boiler, stove, machinery or     
mechanical devices upon the premises or carry on any mechanical or manufacturing
business thereon, or use or permit to be brought into the Building flammable    
fluids such as gasoline, kerosene, benzene or naphtha or use any illumination   
other than electric lights. All equipment, fixtures, lamps and bulbs shall be   
compatible with, and not exceed the capacity of the Building's electric system. 
No explosives, firearms, radioactive or toxic or hazardous substances or        
materials, or other articles deemed hazardous to life, limb or property shall be
brought into the Building or the Premises.                                      

            22. Tenant must list all furniture and fixtures to be taken from the
Building upon a form approved by Landlord. Such list shall be presented at the  
office of the Building for approval before acceptance by the security officer or
elevator operator.                                                              

         23. Tenant, its customers, invitees, licensees, agents, servants,
employees and guests shall not encumber or obstruct sidewalks, entrances,       
passages, courts, vestibules, halls, elevators, stairways or other common areas 
in or about the Building.                                                       

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            24. Tenant shall not allow anything to be placed against or near the
glass in the partitions between the premises and the halls or corridors of the  
Building which shall diminish the light in the halls or corridors.              

           25. Upon termination of this Lease, Tenant shall surrender all keys
of the premises and of the Building and give to Landlord the explanation of the 
combination of all locks on safes or vault doors in the Premises.               

            26. Tenant shall provide the Building Manager with keys to all locks
on any doors of the premises. The Building Manager shall be allowed admittance  
to the premises in the event of any emergency, fire or other casualty that may  
arise in other appropriate instances.                                           

        27. Unless otherwise advised by Landlord, neither Tenant nor its
employees shall undertake to regulate the radiator controls of thermostats.     
Tenant shall report to the office of the Building whenever such thermostats or  
radiator controls are not working properly or satisfactorily.                   

           28. All window treatments that are visible from the street shall be
subject to Landlord's approval.                                                 

            29. Tenant assumes full responsibility for protecting its space from
weather, theft, robbery and pilferage, which includes keeping doors locked and  
other means of entry into the premises closed and secured.                      

           30. Tenant shall not sell food of any kind or cook in the Building.
Tenant may serve complimentary foods to its guests provided that it shall first 
comply with all Legal Requirements.                                             

      31. Water in the premises shall not be wasted by Tenant or its
employees by tying or wedging back the faucets of the washbowls or otherwise.   

         32. All messengers shall be required to sign in and obtain a pass
from either the front desk or the elevator starters. Contractors and other      
workmen shall use only the freight elevators for all movement within the        
Building.                                                                       

 33. Landlord reserves the right at any time, to install a
message/package center in an area in the Building designated by Landlord and    
reasonably accessible to and for the common use of the tenants, and tenants     
shall comply with the procedures for the same set forth by the Landlord.        

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SCHEDULE D
----------

 Cleaning Specifications

 for

623 Fifth Avenue, New York, New York

Landlord will perform  cleaning  services in the Demised  Premises and related  
areas as follows:                                                               

NIGHTLY                                                                         
-------                                                                         

Empty and wipe clean all waste receptacles.             

          Wipe clean all accessible areas within hand high reach;  including
          but not limited to window  sills,  wall  ledgers,  chairs,  desks,
          tables,  file  cabinets,  convector  enclosures,  pictures and all
manner of office furniture.                             

Wipe clean all glass top desks and tables.              

Sweep with treated cloths all composition tile flooring.

 Carpet sweep all carpeted areas, and vacuum clean weekly.

CORE LAVATORIES (Nightly or as otherwise designated)                            
---------------                                                                 

      Wash and dry all bowls, seats urinals, washbasins and mirrors.

Wash and wipe dry all metal work.                       

Insert toilet tissue, toweling and soap                 

          Empty paper towel and sanitary  napkin  disposal  receptacles  and
remove to designated area.                              

Sweep and wash floors.                                  

Wipe clean all sills, partitions and ledges.            

Wipe clean exterior of waste cans and dispensing units. 

Wash partitions monthly.                                

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Wash tile walls monthly.                                

          Wash  and  dry  interior  of  waste  cans  and  sanitary  disposal
containers weekly.                                      

WINDOW CLEANING SERVICES                                                        
------------------------                                                        

          Clean all exterior  windows,  inside and out  periodically  during
the year, as Landlord deems necessary.                  

RUBBISH REMOVAL SERVICES                                                        
------------------------                                                        

          Empty all  ordinary dry rubbish  waste  baskets used in the normal
          course  of  business  from  the  office  premises  daily,   Monday
through Friday, holidays and week ends excepted.        

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SCHEDULE E
----------

 Definitions

        (a) The term mortgage shall include an indenture of mortgage and
deed of trust to a trustee to secure an issue of bond, encumbering on the       
leasehold estate under a Superior Lease, and the term mortgagee shall include   
such a trustee.                                                                 

            (b) The terms include, including and such as shall each be construed
as if followed by phrase "without being limited to".                            

         (c) The term obligations of this lease, and words of like import,
shall mean the covenants to pay rent and additional rent under this lease and   
all of the other covenants and conditions contained in this Lease. Any provision
in this Lease that one party or the other or both shall do or not do or shall   
cause or permit or not cause or permit a particular act, condition, or          
circumstance shall be deemed to mean that such party so covenants or both       
parties so covenant, as the case may be.                                        

      (d) The term Tenant's obligations hereunder, and words of like
import, and the term Landlord's obligations hereunder, and words of like import,
shall mean the obligations of this Lease which are to be performed or observed  
by Tenant, or by Landlord, as the case may be. Reference to performance of      
either party's obligations under this Lease shall be construed as "performance  
and observance".                                                                

           (e) Reference to Tenant being or not being in default hereunder, or
words of like import, shall mean that Tenant is in default, after notice and    
expiration of any applicable cure period, in the performance of one or more of  
Tenant's obligations hereunder, or that Tenant is not in default, after notice  
and expiration of any applicable cure period, in the performance of any of      
Tenant's obligations hereunder, or that a condition of the character described  
in Section 16.01 has occurred and continues or has not occurred or does not     
continue, as the case may be.                                                   

            (f) References to Landlord as having no liability to Tenant or being
without liability to Tenant, shall mean that Tenant is not entitled to terminate
this Lease, or to claim actual or constructive eviction, partial or total, or to
receive any abatement or diminution of rent, or to be relieved in any manner of 
any of its other obligations hereunder, or to be compensated for loss or injury 
suffered or to enforce any other kind of liability whatsoever against Landlord  
under or with respect to this Lease or with respect to Tenant's use or occupancy
of the Demised Premises.                                                        

       (g) The term laws and/or requirements of public authorities and
words of like import shall mean laws and ordinances of any or all of the        
Federal, state, city, county and borough governments and rules, regulations,    
orders and/or directives of any or all departments, subdivisions, bureaus,      
agencies or offices thereof, or of any other                                    

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governmental, public or quasi-public authorities, having jurisdiction in the    
premises, and/or the direction of any public officer pursuant to law.           

       (h) The term requirements of insurance bodies and words of like
import shall mean rules, regulations, orders and other requirements of the New  
York Board of Fire Underwriters and/or the New York Fire Insurance Rating       
Organization and/or any other similar body performing the same or similar       
functions and having jurisdiction or cognizance of the Building and/or the      
Demised Premises.                                                               

      (i) The term repair shall be deemed to include restoration and
replacement as may be necessary to achieve and/or maintain good working order   
and condition.                                                                  

         (j) Reference to termination of this lease includes expiration or
earlier termination of the term of this lease or cancellation of this Lease     
pursuant to any of provisions of this lease or to law. Upon a termination of    
this Lease, the term and estate granted by this Lease shall end at noon of the  
date of termination as if such date were the date of expiration of the Term of  
this Lease and neither party shall have any further obligation or liability to  
the other after such termination (i) except as shall be expressly provided for  
in this Lease, or (ii) except for such obligation as by its nature or under the 
circumstances can only be, or by the provisions of this Lease, may be, performed
after such termination, and, in any event, unless expressly otherwise provided  
in this Lease, any liability for a payment which shall have accrued to or with  
respect to any period ending at the time of termination shall survive the       
termination of this Lease.                                                      

          (k) The term Tenant shall mean Tenant herein named or any assignee
or other successor in interest (immediate or remote) of Tenant herein named,    
while such Tenant or such assignee or other successor in interest, as the case  
may be, is in possession of the Demised Premises as owner of Tenant's estate and
interest granted by this lease and also, if Tenant is not an individual or a    
corporation, all of the persons, firms and corporations then comprising Tenant. 

     (l) Words and phrases used in the singular shall be deemed to
include the plural and vice versa, and nouns and pronouns used in any particular
gender shall be deemed to include any other gender.                             

          (m) The rule of ejusdem generis shall not be applicable to limit a
general statement following or referable to an enumeration of specific matters  
to matters similar to the matters specifically mentioned.                       

69

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/30/15		4
		6/30/07		38					4
		7/1/06		38
		6/30/06		38					NT 10-K
		3/1/06		59					4
		1/1/06		42
Filed on:		10/3/05
		10/1/05		4
For Period End:		9/27/05
		7/1/05		38
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