450 West 33rd Street (New York, NY) Agreement of Lease - John Hancock Mutual Life Insurance Company and DoubleClick Inc.


                               AGREEMENT OF LEASE

                          DATED AS OF JANUARY 26, 1999

                                     BETWEEN

                   JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY,
                              AS OWNER OR LANDLORD

                                       AND

                                DOUBLECLICK INC.
                                    AS TENANT






                                TABLE OF CONTENTS

Page
Preamble A
Article 1   - Rent A
Article 2   - Occupancy A
Article 3   - Tenant Alterations A 
Article 4   - Maintenance and Repairs A 
Article 5   - Window Cleaning A
Article 6   - Requirements of Law, Fire Insurance, Floor Loads A 
Article 7   - Subordination B 
Article 8   - Property Loss, Damage Reimbursement Indemnity B
Article 9   - Destruction, Fire and Other Casualty B 
Article 10  - Eminent Domain B
Article 11  - Assignment, Mortgage, Etc. B 
Article 12  - Electric Current B
Article 13  - Access to Premises B 
Article 14  - Vault, Vault Space, Area C
Article 15  - Occupancy C 
Article 16  - Bankruptcy C 
Article 17  - Default C
Article 18  - Remedies of Owner and Waiver of Redemption C 
Article 19  - Fees and Expenses C 
Article 20  - Building Alterations and Management C 
Article 21  - No Representations by Owner C 
Article 22  - End of Term D 
Article 23  - Quiet Enjoyment D 
Article 24  - Failure to Give Possession D 
Article 25  - No Waiver D 
Article 26  - Waiver of Trial by Jury D 
Article 27  - Inability to Perform D 
Article 28  - Bills and Notices D 
Article 29  - Services Provided by Owners D
Article 30  - Captions D 
Article 31  - Definitions D 
Article 32  - Adjacent Excavation-Shoring D 
Article 33  - Rules and Regulations D 
Article 34  - Security E 
Article 35  - Estoppel Certificate E 
Article 36  - Successors and Assigns E Rules and Regulations F Text to Numbered
              Insertions T-1 
Article 37  - Provisions of Rider R-1 
Article 38  - Rental R-1 
Article 39  - Electricity and Steam R-2
Article 40  - [Intentionally Omitted]R-6 
Article 41  - Condition Of Premises R-6
Article 42  - Adjustment Of Rents for Changes In Real Estate Taxes R-7 
Article 43  - Additional Rental For Operating Expenses R-9 
Article 44  - Tenant's Initial Work And Landlord's Work Contribution R-13 
Article 45  - Tenant's Changes R-17
Article 46  - Broker R-20 
Article 47  - Exculpatory Clause R-21 
Article 48  - Indemnity - Liability Insurance R-21 
Article 49  - Certificates R-23 
Article 50  - Holding Over By Tenant R-23 
Article 51  - Lease Not Binding Unless Executed And Delivered R-23 
Article 52  - Assignment and Subletting R-23 
Article 53  - Tenant's Option To Renew R-31 
Article 54  - Tenant's Additional Covenants R-33 
Article 55  - Special Restrictions R-36 



Article 56  - Miscellaneous R-37 
Article 57  - Subordination R-40 
Article 58  - Security R-41 
Article 59  - The Roof/Set-Back Area R-43 
Exhibit A-1 - Diagram of Sixteenth Floor 
Exhibit A-2 - Diagram of Loading Bay #21 and Freight Elevator #F-8 
Exhibit A-3 - Diagram of Roof/Set-Back Area 
Exhibit A-4 - Diagram of Second Roof/Set-Back Area 
Exhibit B   - Description of Land 
Exhibit C   - Copy of Certificate of Occupancy 
Exhibit D   - Table of Rental Terms (Referenced in Article 52) 
Exhibit E   - Business Incentive Rate Application (Riders F & J) 
Exhibit F   - Form of Subordination, Non-Disturbance And Attornment Agreement 
Exhibit G   - Tenant's Rendering of Roof/Set-Back Area






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                        STANDARD FORM OF OFFICE LEASE 
                   The Real Estate Board of New York, Inc.
           ---------------------------------------------------------
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AGREEMENT OF LEASE, made as of this 26th day of January, 1999, between JOHN
HANCOCK MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation, having an
office at John Hancock Place, P.O. Box 111, Boston, Massachusetts 02117, party
of the first part, hereinafter referred to as OWNER or LANDLORD, and DOUBLECLICK
INC., a Delaware corporation having its place of business at 41 Madison Avenue,
New York, New York 10010, party of the second part, hereinafter referred to as
TENANT.

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner (i)
the space on the sixteenth (16th) floor, as cross-hatched on the diagram annexed
hereto as Exhibit A-1 ("Interior Demised Area"), (ii) loading bay # 21 and
freight elevator #F-8, as cross-hatched on the diagram annexed hereto as Exhibit
A-2 and (iii) the area on the east and west sides of the rooftop/setback outside
the windowed portions of the area described in "(i)" above, as cross-hatched on
the diagram annexed hereto as Exhibit A-3 (the "Roof/Set-Back Area")
(collectively, the "demised premises"), in the building known as 450 West 33rd
Street (the "building") and situate on the land described on Exhibit B annexed
hereto in the Borough of Manhattan, City of New York, for the term of eleven
(11) years (or until such term shall sooner cease and expire as hereinafter
provided), to commence and expire as provided in Article 38 hereof, at an annual
rental as provided in Article 38 hereof, which Tenant agrees to pay in lawful
money of the United States which shall be legal tender in payment of all debts
and dues, public or private, at the time of payment, in equal monthly
installments in advance on the first day of each month during said term, at the
office of Owner or such other place as Owner may designate, without any set off
or deduction whatsoever, except as otherwise expressly set forth herein and
except that (i) if the Rent Commencement Date (as such term is defined in
Article 38 hereof) shall not occur on the first day of a month, the prorated
portion of the fixed rent for such month shall be due and payable on the Rent
Commencement Date and (ii) on the execution hereof, Tenant shall pay the first
monthly installment of fixed rent for (a) the month immediately subsequent to
the month in which the Rent Commencement Date shall occur if such Rent
Commencement Date shall not occur on the first day of a month or (b) the month
in which the Rent Commencement Date shall occur if such Rent Commencement Date
shall occur on the first day of a month.

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

RENT:        1. Tenant shall pay the rent as above and as hereinafter provided.
OCCUPANCY:   2. Tenant shall use and occupy the demised premises for any legal 
use (provided that the Roof/Set-Back Area may be used only for(U1) subject to 
the terms and conditions set forth in this lease, including without 
limitation Article 54 hereof, and Tenant may not use the demised premises for 
any other purpose. Tenant shall at all times conduct its business in a 
reputable manner, shall not violate Article 55 hereof, and shall keep the 
demised premises in a neat and clean condition. No part of the demised 
premises shall be used in violation of the certificate of occupancy of the 
building, a copy of which is annexed hereto as Exhibit C.(U1a) No part of the 
demised premises shall be used for cooking or as a restaurant or for the sale 
of food or contrary to any of the other terms and conditions of this 
lease,(U2)

TENANT        3. Tenant shall make no changes in or to the demised premises of 
ALTERATIONS:  any nature without Owner's prior written consent. Subject to the
prior written consent of Owner, and to the provisions of this article, Tenant,
at Tenant's expense, may make alterations, installations, additions or
improvements which are non-structural and which do not1 affect utility services
or plumbing and electrical lines, in or to the interior of the demised premises
by using contractors or mechanics first approved in each instance by Owner.
Tenant shall, before making any alterations, additions, installations or
improvements, at its expense, obtain all permits, approvals and certificates
required by any governmental or quasi-governmental bodies and (upon completion)
certificates of final approval thereof and shall deliver promptly duplicates of
all such permits, approvals and certificates to Owner and Tenant agrees to carry
and will cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, 




personal and property damage insurance as Owner may require. If any mechanic's
lien is filed against the demised premises, or the building of which the same
forms a part, for work claimed to have been done for, or materials furnished to,
Tenant, whether or not done pursuant to this article, the same shall be
discharged by Tenant within thirty days thereafter, at Tenant's expense, by
payment or filing the bond required by law. All fixtures and all paneling,
partitions, railings and like installations, installed in the premises at any
time, either by Tenant or by Owner on Tenant's behalf, shall, upon installation,
become the property of Owner and shall remain upon and be surrendered with the
demised premises unless Owner, by notice to Tenant no later than twenty days
prior to the date fixed as the termination of this lease, elects to relinquish
Owner's personal and property damage insurance as Owner may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within thirty days thereafter, at Tenant's
expense, by payment or filing the bond required by law. All fixtures and all
paneling, partitions, railings and like installations, installed in the premises
at any time, either by Tenant or by Owner on Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no later
than twenty days prior to the date fixed as the termination of this lease,
elects to relinquish Owner's right thereto and to have them removed by Tenant,
in which event the same shall be removed from the premises by Tenant prior to
the expiration of the lease, at Tenant's expense. Nothing in this Article shall
be construed to give Owner title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other installations as may be required by
Owner, Tenant shall immediately and at its expense, repair and restore the
premises to the condition existing prior to installation and repair any damage
to the demised premises or the building due to such removal. All property
permitted or required to be removed, by Tenant at the end of the term remaining
in the premises after Tenant's removal shall be deemed abandoned and may, at the
election of owner, either be retained as Owner's property or may be removed from
the premises by Owner, at Tenant's expense.

MAINTENANCE   4. Tenant shall, throughout the term of this lease, take good 
AND REPAIRS:  care of the demised premises and the fixtures and appurtenances 
therein.* Tenant shall be responsible for all damage or injury to the demised 
premises or any other part of the building and the systems and equipment 
thereof, whether requiring structural or nonstructural repairs caused by or 
resulting from carelessness, neglect or improper conduct of Tenant, Tenant's 
subtenants, agents, employees, invitees or licensees, or which arise out of 
any work, labor, service or equipment done for or supplied to Tenant or any 
subtenant or arising out of the installation, use or operation of the 
property or equipment of Tenant or any subtenant.(2) Tenant shall also repair 
all damage to the building and the demised premises caused by the moving of 
Tenant's fixtures, furniture and equipment.(3) Tenant shall promptly make, at 
Tenant's expense, all repairs in and to the demised premises for which Tenant 
is responsible.(4) Any other repairs in or to the building or the facilities 
and systems thereof for which Tenant is responsible shall be performed by 
Owner at the Tenant's expense. Owner shall maintain in good working order and 
repair the exterior and the structural portions of the building, including 
the structural portions of its demised premises, and the public portions of 
the building interior and the building plumbing, electrical, heating and 
ventilating systems (to the extent such systems presently exist) not 
exclusively serving the demised premises. Tenant agrees to give prompt notice 
of any defective condition in the premises for which Owner may be responsible 
hereunder. There shall be no allowance to Tenant for diminution of rental 
value and no liability on the part of Owner by reason of inconvenience, 
annoyance or injury to business arising from Owner or others making repairs, 
alterations, additions or improvements in or to any portion of the building 
or the demised premises or in and to the fixtures, appurtenances or equipment 
thereof.(5) It is specifically agreed that Tenant shall not be entitled to any 
setoff or reduction of rent by reason of any failure of

--------
          * and all lobby areas exclusively serving the demised premises and, at
Tenant's sole cost and expense, make all non-structural repairs thereto as and
when needed to preserve them in good working order and condition including, but
not limited to, repairs, maintenance and cleaning with respect to the heating,
plumbing, sprinkler, air conditioning, ventilating and electrical systems
exclusively serving the demised premises, reasonable wear and tear, obsolescence
and damage from the elements, fire or other casualty excepted





Owner to comply with the covenants of this or any other article of this 
Lease.(6) Tenant agrees that Tenant's sole remedy at law in such instance 
will be by way of an action for damages for breach of contract. The 
provisions of this Article 4 shall not apply in the case of fire or other 
casualty which are dealt with in Article 9 hereof. 

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

REQUIREMENTS  6. Prior to the commencement of the lease term, if Tenant is OF 
LAW, FIRE  then in possession, and at all times thereafter, Tenant, at 
INSURANCE,    Tenant's sole cost and expense, shall promptly comply with all 
FLOOR LOADS   present and future laws, orders and regulations of all state, 
federal, municipal and local governments, departments, commissions and boards 
and any direction of any public officer pursuant to law, and all orders, 
rules and regulations of the New York Board of Fire Underwriters, Insurance 
Services Office, or any similar body which shall impose any violation, order 
or duty upon Owner or Tenant with respect to the building if arising out of 
Tenant's use or manner of use of the premises or the building (including the 
use permitted under the lease). Nothing herein shall require Tenant to make 
structural repairs or alterations unless Tenant has, by its(7) manner of use 
of the demised premises or method of operation therein, violated any such 
laws, ordinances, orders, rules, regulations or requirements with respect 
thereto. Tenant may, after securing Owner to Owner's satisfaction against all 
damages, interest, penalties and expenses, including, but not limited to, 
reasonable attorney's fees, by cash deposit or by surety bond in an amount 
and in a company satisfactory to Owner, context and appeal any such laws, 
ordinances, orders, rules, regulations or requirements provided same is done 
with all reasonable promptness and provided such appeal shall not subject 
Owner to prosecution for a criminal offense or constitute a default under any 
lease or mortgage under which owner may be obligated, or cause the demised 
premises or any part hereof to be condemned or vacated. Tenant shall not do 
or permit any act or thing to be done in or to the demised premises which is 
contrary to law, or which will invalidate or be in conflict with public 
liability, fire or other policies of insurance at any time carried by or for 
the benefit of Owner with respect to the demised premises or the building of 
which the demised premises form a part(8) or which shall or might subject 
Owner to any liability or responsibility to any person or for property 
damage. Tenant shall not keep anything in the demised premises except as now 
or hereafter permitted by the Fire Department, Board of Fire Underwriters, 
Fire Insurance Rating Organization or other authority having jurisdiction, 
and then only in such manner and such quantity so as not to increase the rate 
for fire insurance applicable to the building, nor use the premises in a 
manner which will increase the insurance rate for the building or any 
property located therein over that in effect prior to the commencement of 
Tenant's occupancy. Tenant shall pay all costs, expenses, fines, penalties, 
or damages, which may be imposed upon owner by reason of Tenant's failure to 
comply with the provisions of this article and if by reason of such failure 
the fire insurance rate shall, at the beginning of this lease or at any time 
thereafter, be higher than it otherwise would be, then Tenant shall reimburse 
Owner, as additional rent hereunder, for that portion of all fire insurance 
premiums therafter paid by owner which shall have been charged because of 
such failure by Tenant. In any action or proceeding wherein owner and Tenant 
are parties, a schedule of "make-up" of rate for the building or demised 
premises issued by the New York Fire Insurance Exchange, or other body making 
fire insurance rates applicable to said premises shall be conclusive evidence 
of the facts therein stated and of the several items and charges in the fire 
insurance rates then applicable to said premises. Tenant shall not place a 
load upon any floor of the demised premises exceeding the floor load per 
square foot area which it was designed to carry and which is allowed by law.* 
Owner reseves the right(9) to prescribe the weight and position of all safes, 
business machines and mechanical equipment. Such installations shall be 
placed and maintained by Tenant, at Tenant's expense, in setting sufficient, 
in Owner's judgment, to absorb and prevent vibration, noise and annoyance.(10)

SUBORDINATION: 7. This lease is subject and subordinate to all ground or 
underlying leases 





-------------------
     Rider to be added if necessary
     * or which it may lawfully carry pursuant to any reinforcement for which
the work was approved by Landlord and performed by Tenant pursuant to the
provisions of this lease.




and to all mortgages which may now or hereafter affect such leases or the real
property of which demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions of any such
underlying leases and mortgages. This clause shall be self-operating and no
further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such subordination,
Tenant shall from time to time execute promptly any certificate that Owner may
request.


PROPERTY LOSS,  8. Owner or its agents shall not be liable for any damage to 
DAMAGE          property of Tenant or of others entrusted to employees of the
REIMBURSEMENT   building, nor for loss of or damage to any property of Tenant 
INDEMNITY       by theft or otherwise, nor for any injury or damage to persons 
or property of Tenant by theft or otherwise, nor for any injury or damage to 
persons or property resulting from any cause of whatsoever nature, unless 
caused by or due to the negligence of Owner, its agents, servants or 
employees. Owner or its agents will not be liable for any such damage caused 
by other tenants or persons in, upon or about said building or caused by 
operations in construction of any private, public or quasi public work. If at 
any time any windows of the demised premises are temporarily closed, darkened 
or bricked up (or permanently closed, darkened or bricked up, if required by 
law) for any reason whatsoever including, but not limited to Owner's own 
acts, Owner shall not be liable for any damage Tenant may sustain thereby and 
Tenant shall not be entitled to any compensation therefor nor abatement or 
diminution of rent nor shall the same release Tenant from its obligations 
hereunder nor constitute an eviction.(11) Tenant shall indemnify and save 
harmless Owner against and from all liabilities, obligations, damages, 
penalties, claims, costs and expenses for which Owner shall not be reimbursed 
by insurance, including reasonable attorneys fees, paid, sub-contractors, 
employees, invitees, or licensees, of any covenant or condition of this 
lease, or the carelessness, negligence or improper conduct of the Tenant, 
Tenant's agents, contractors, employees, invitees or licensees. Tenant's 
liability under this lease extends to the acts and omissions of any 
sub-tenant, and any agent, contractor, employee, invitee or licensee of any 
sub-tenant. In case any action or proceeding is brought against Owner by 
reason of any such claim, Tenant, upon written notice from Owner, will at 
Tenant's expense, resist or defend such action or proceeding by counsel 
approved by Owner in writing, such approval not to be unreasonably withheld. 

DESTRUCTION,    9. (a) If the demised premises or any part thereof shall be
FIRE AND        damaged by fire or other casualty, Tenant shall give 
OTHER           immediate notice thereof to Owner and this lease shall
CASUALTY:       continue in full force and effect except as hereinafter set 
forth. (b) If the demised premises are partially damaged or rendered 
partially unusable by fire or other casualty, the damages thereto shall be 
repaired by and at the expense of Owner and the rent and other items of 
additional rent, until such repair shall be substantially completed, shall be 
apportioned from the day following the casualty according to the part of the 
premises which is usable. (c) If the demised premises are totally damaged or 
rendered wholly unusable by fire or other casualty, then the rent and other 
items of additional rent as hereinafter expressly provided shall be 
proportionately paid up to the time of the casualty and thenceforth shall 
cease until the date when the premises shall have been repaired and restored 
by Owner )(or sooner reoccupied in part by Tenant then rent shall be 
apportioned as provided in subsection (b) above), subject to Owner's right to 
elect not to restore the same as hereinafter provided. (d) If the demised 
premises are rendered wholly unusuable(12) or (whether or not the demised 
premises are damaged in whole or in part) if the building shall be(13) Owner 
shall decide to demolish it or to rebuild it, then, in any of such events, 
Owner may elect to terminate this lease by written notice to Tenant, given 
within (14), whichever is sooner, specifying a date for the expiration of the 
lease, which date shall not be more than 60 days after the giving of such 
notice, and upon the date specified in such notice the term of this lease 
shall expire as fully and completely as if such date were the date set forth 
above for the termination of this lease and Tenant shall forthwith quit, 
surrender and vacate the premises without prejudice however, to Landlord's 
rights and remedies against Tenant under the lease provisions in effect prior 
to such 



termination, and any rent owing shall be paid up to such date and any
payments of rent made by Tenant which were on account of any period subsequent
to such date shall be returned to Tenant.(15) Unless Owner(16) shall serve a
termination notice as provided for herein, Owner shall make the repairs and
restorations under the conditions of (b) and (c) hereof, with all reasonable
expedition, subject to delays due to adjustment of insurance claims, labor
troubles and causes beyond Owner's control. After any such casualty, Tenant
shall cooperate with Owner's restoration by removing from the premises as
promptly as reasonably possible, all of Tenant's salvageable inventory and
moveable equipment, furniture, and other property. Tenant's liability for rent
shall resume five (5) days after written notice from Owner that the premises are
substantially ready for Tenant's occupancy. (e) Nothing contained hereinabove
shall relieve Tenant from liability that may exist as a result of damage from
fire or other casualty. Notwithstanding the foregoing, including Owner's
obligation to restore under subparagraph (b) above, each party shall look first
to any insurance in its favor before making any claim against the other party
for recovery for loss or damage resulting from fire or other casualty, and to
the extent that such insurance is in force and collectible and to the extent
permitted by law, Owner and Tenant each hereby releases and waives all right of
recovery against the other or any one claiming through or under each of them by
way of subrogation or otherwise.(17) The release and waiver herein referred to
shall be deemed to include any loss or damage to the demised premises and/or to
any personal property, equipment, trade fixtures, goods and merchandise located
therein. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only b the payment of additional premiums, then the party
benefiting from the waiver shall pay such premium within ten days after written
demand or shall be deemed to have agreed that the party obtaining insurance
coverage shall be free of any further obligation, Tenant acknowledges that Owner
will not carry insurance on Tenant's furniture and/or furnishings or any
fixtures or equipment, improvements, or appurtenances removable by Tenant and
agrees that Owner will not be obligated to repair any damage thereto or replace
the same. (f) Tenant hereby waives the provisions of this article shall govern
and control in lieu thereof. 

EMINENT        10. If the whole or substantially all of the demised premises 
DOMAIN         shall be acquired or condemned by Eminent Domain for any public
or quasi public use or purpose, then and in that event, the term of this 
lease shall cease and terminate from the date of title vesting in such 
proceeding and Tenant shall have no claim for the value of any unexpired term 
of said lease and assigns to Owner, Tenant's entire interest in any such 
award.(18) Tenant shall have the right to make an independent claim to the 
condemning authority for the value of Tenant's moving expenses and personal 
property, trade fixtures and equipment(19) provided Tenant is entitled 
pursuant to the terms of the lease to remove such property, trade fixture and 
equipment at the end of the term and provided further such claim does not 
reduced Owner's award. 

ASSIGNMENT,    11. Tenant, for itself, its heirs, distributees, executors,
MORTGAGE,      administrators, legal representative, successor and assigns,
ETC.:          expressly covenants that it shall not assign, mortgage or 
encumber this agreement, nor underlet, or suffer or permit the demised premises
or any part thereof to be used by others, without the prior written consent of
Owner in each instance. Transfer of the majority of the stock of a corporate
Tenant or the majority partnership interest of a partnership Tenant shall be
deemed an assignment. If this lease be assigned, or if the demised premises or
any part thereof be underlet or occupied by anybody other than Tenant, Owner
may, after default by Tenant, collect rent from the assignee, under-tenant or
occupant, and apply the net amount collected to the rent herein reserved, but no
such assignment, underletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting. 

ELECTRIC       12. Rates and conditions in respect to submetering or rent 
CURRENT:       inclusion, as the case may be, to be added in RIDER attached
hereto. Tenant covenants 




and agrees that at all times its use of electric current shall not exceed the
capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner"
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.


ACCESS TO      13. Owner or Owner's agents shall have the right (but shall
PREMISES:      not be obligated) to enter the demised premises in any
emergency at any time, and, at other reasonable times, to examine the same 
and to make such repairs, replacements and improvements as Owner may deem 
necessary and reasonably desirable to the demised premises or to any other 
portion of the building or which Owner may elect to perform.(20) Tenant shall 
permit Owner to use and maintain and replace pipes and conduits in and 
through the demised premises and to erect new pipes and conduits therein 
provided they are concealed within the walls, floor, or ceiling. Owner may, 
during the progress of any work in the demised premises, take all necessary 
materials and equipment into said premises without the same constituting an 
eviction nor shall the Tenant(21) be entitled to any abatement of rent while 
such work is in progress nor to any damages by reason of loss or interruption 
of business or otherwise. Throughout the term hereof Owner shall have the 
right to enter the demised premises at reasonable hours(22) for the purpose 
of showing the same to prospective purchasers or mortgagees of the building, 
and during the last six months of the term for the purpose of showing the 
same to prospective tenants. If Tenant is not present to open and permit an 
entry into the demised premises, Owner or Owner's agents may enter the same 
whenever such entry may be necessary or permissible by master key or forcibly 
and provided reasonable care is exercised to safeguard Tenant's property, 
such entry shall not render Owner or its agents liable therefor, nor in any 
event shall the obligations of Tenant hereunder be affected. If during the 
last month of the term Tenant shall have removed all or substantially all of 
Tenant's property therefrom Owner may immediately enter, alter, renovate or 
redecorate the demised premises without limitation or abatement of rent, or 
incurring liability to Tenant for any compensation and such act shall have no 
effect on this lease or Tenant's obligations hereunder. 

VAULT, VAULT   14. No Vaults, vault space or area, whether or not enclosed or 
SPACE, AREA:       covered, not within the AREA: property line of the building
is leased hereunder, anything contained in or indicated on any sketch, blue 
print or plan, or anything contained elsewhere in this lease to the contrary 
notwithstanding. Owner makes no representation as to the location of the 
property line of the building. All vaults and vault space and all such areas 
not within the property line of the building, which Tenant may be permitted 
to use and/or occupy, is to be used and/or occupied under a revocable 
license, and if any such license be revoked, or if the amount of such space 
or area be diminished or required by any federal, state or municipal 
authority or public utility. Owner shall not be subject to any liability nor 
shall Tenant be entitled to any compensation or diminution or abatement of 
rent, nor shall such revocation, diminution or requisition be deemed 
constructive or actual eviction. Any tax, fee or charge of municipal 
authorities for such vault or area shall be paid by Tenant. 

OCCUPANCY:     15. Tenant will not at any time use or occupy the demised 
premises in violation of the certificate of occupancy issued for the building 
of which the demised premises are a part. Tenant has inspected the premises and
accepts them as is, subject to the riders annexed hereto with respect to 
Owner's work, if any. In any event, Owner makes no representation as to the
condition of the premises and Tenant agrees to accept the same subject to
violations, whether or not of record.

BANKRUPTCY:    16. (a) Anything elsewhere in this lease to the contrary 
notwithstanding, this 



lease may be cancelled by Owner by sending of a written notice to Tenant within
a reasonable time after the happening of any one or more of the following
events: (1) the commencement of a case in bankruptcy or under the laws of any
state naming Tenant as the debtor; or (2) the making by Tenant of an assignment
or any other arrangement for the benefit of creditors under any state statute.
Neither Tenant nor any person claiming through or under Tenant, or by reason of
any statute or order of court, shall thereafter be entitled to possession of the
premises demised but shall forthwith quit and surrender the premises. If this
lease shall be assigned in accordance with its terms, the provisions of this
article 16 shall be applicable only to the party then owning Tenant's interest
in this lease. 

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

DEFAULT:       17. (1) If Tenant defaults in fulfilling any of the covenants of 
this lease other than the covenants for the payment of rent or additional 
rent; or if the demised premises(23); or if any execution or attachment shall 
be issued against Tenant or any of Tenant's property whereupon the demised 
premises shall be taken or occupied by someone other than Tenant; or if this 
lease by rejected under Section. 235 of Title 11 of the U.S. Code (bankruptcy 
code); then, in any one or more of such events, upon owner serving a 
written(24) days notice upon Tenant specifying the nature of said default and 
upon the expiration of said(24) days, if Tenant shall have failed t comply 
with or remedy such default , or if the said default or omission complained 
of shall be of a nature that the same cannot be completely cured or remedied 
within said (24) day period, and if Tenant shall not have diligently 
commenced curing such default within such (24) day period, and shall not 
thereafter with reasonable diligence and in good faith, proceed to remedy or 
cure such default, then Owner may serve a written (25) days' notice of 
cancellation of this lease upon Tenant, and upon the expiration of said(25) 
days this lease and the term thereunder shall end and expire as fully and 
completely as if the expiration of such(25) day period were the day herein 
definitely fixed for the end and expiration of this lease and the term 
thereof and Tenant shall then quit and surrender the demised premises to 
Owner but Tenant shall remain liable as hereinafter provided. 

                   (2) If the notice provided for in (1) hereof shall have been
given, and the term shall expire as aforesaid; or if Tenant shall make 
default in the payment of the rent reserved herein or any item of additional 
rent herein mentioned or any part of either or in making any other payment 
herein required(26) then and in any of such events Owner may without notice, 
re-enter the demised premises either by force or otherwise, and dispossess 
Tenant by summary proceedings or otherwise, and the legal representative of 
Tenant or other occupant of demised premises and remove their effects and 
hold the premises as if this lease had not been made, and Tenant hereby 
waives the service of notice of intention to re-enter or to institute legal 
proceedings to that end. 

REMEDIES OF       18. In case of any such default, re-entry, expiration and/or
OWNER AND         dispossess by summary proceedings or otherwise, (a) the
WAIVER OF         rent shall become due thereupon and be paid up to the time of
REDEMPTION        such re-entry, the dispossess and/or expiration, (b) Owner 
may re-let the premises or any part or parts 


>

thereof, either in the name of Owner or otherwise, for a term or terms, which
may at Owner's option be less than or exceed the period which would otherwise
have constituted the balance of the term of this lease and may grant concessions
or free rent or charge a higher rental than that in this lease, and/or (c)
Tenant or the legal representatives of Tenant shall also pay Owner as liquidated
damages for the failure of Tenant to observe and perform said Tenant's covenants
herein contained, any deficiency between the rent hereby reserved and/or
covenanted to be paid and the net amount, if any, of the rents collected on
account of the lease or leases of the demised premises for each month of the
period which would otherwise have constituted the balance of the term of this
lease. The failure of Owner to re-let the premises or any part or parts thereof
shall not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses,
reasonable attorneys' fees, brokerage, advertising and for keeping the demised
premises in good order or for preparing the same for re-letting. Any such
liquidated damages shall be paid in monthly installments by Tenant on the rent
day specified in this lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding. Owner,
in putting the demised premises in good order or preparing the same for
re-rental may, at Owner's option, make such alterations, repairs, replacements,
and/or decorations in the demised premises as Owner, in Owner's sole judgment,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, repairs, replacements, and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Owner shall have the right of injunction and the
right to invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided for. Mention in this
lease of any particular remedy, shall not preclude Owner from any other remedy,
in law or in equity. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed for any cause, or in the event of Owner obtaining
possession of demised premises, by reason of the violation by Tenant of any of
the covenants and conditions of this lease, or otherwise. 

FEES AND         19. If Tenant shall default in the observance or performance
EXPENSES:        of any term or covenant on Tenant's part to be observed
or performed under or by virtue of any of the terms or provisions in any article
of this lease, after notice if required and upon expiration of any applicable
grace period if any, (except in an emergency), then, unless otherwise provided
elsewhere in this lease, Owner may immediately or at any time thereafter and
without notice perform the obligation of Tenant thereunder. If Owner, in
connection with the foregoing or in connection with any default by Tenant in the
covenant to pay rent hereunder, makes any(27) expenditures or incurs any
obligations for the payment of money, including but not limited to reasonable
attorneys' fees, in instituting, prosecuting or defending any action or
proceeding, and prevails in any such action or proceeding then Tenant will
reimburse owner for such sums so paid or obligations incurred with interest and
costs. The foregoing expenses incurred by reason of Tenant's default shall be
deemed to be additional rent hereunder and shall be paid by Tenant to Owner
within ten (10) days of rendition of any bill or statement to Tenant therefor.
If Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable by
Owner, as damages. 

BUILDING          20. Owner shall have the right at any time without the same
ALTERATIONS       constituting an eviction and without incurring liability to
AND MANAGEMENT:   Tenant therefor to change the arrangement and/or location
of public entrances, passageways, doors, doorways, corridors, elevators, 
stairs, toilets or other public parts of the building and to change the name, 
number or designation by which the building may be known(28) shall be no 
allowance to Tenant for diminution of rental value and no liability on the 
part of Owner by reason of inconvenience, annoyance or injury to business 
arising from Owner or other Tenants making any repairs in the building or any 
such alterations, additions and improvements. Furthermore, Tenant shall not 
have any claim against Owner by reason if Owner's imposition of such(29) 
controls of the manner of access to the building by Tenant's social or 
business visitors as the Owner may deem necessary for the security of the 
building and its occupants. 




NO                21. Neither Owner nor Owner's agents have made any 
REPRESENTATIONS   representations or promises with respect to the physical
BY OWNER:         condition of the building, the land upon which it is erected 
or the demised premises, the rents, leases, expenses of operation or any other
matter or thing affecting or related to the premises except as herein expressly
set forth and no rights, easements or licenses are acquired by Tenant by
implication or otherwise except as expressly set forth in the provisions of this
lease. Tenant has inspected the building and the demised premises and is
thoroughly acquainted with their condition and agrees to take the same "as is"
and acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between Owner
and Tenant and any executory agreement hereafter made shall be ineffective to
change, modify, discharge or effect an abandonment of it in whole or in part,
unless such executory agreement is in writing and signed by the party against
whom enforcement of the change, modification, discharge or abandonment is
sought. 

END OF TERM:      22. Upon the expiration or other termination of the term of 
this lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all it property. Tenant's obligation to observe or perform this
covenant shall survive the expiration of other termination of this lease. If the
last day of the term of this Lease or any renewal thereof, falls on Sunday, this
lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at noon on the preceding business day.

QUIET            23. Owner covenants and agrees with Tenant that upon Tenant
ENJOYMENT:       paying the rent and additional rent and observing and
performing all the terms, covenants and conditions, on Tenant's part to be 
observed and performed, Tenant may peaceably and quietly enjoy the premises 
hereby demised, subject, never-the-less, to the terms and conditions of this
lease including, but not limited to, Article 31 hereof and to the ground leases,
underlying leases and mortgages hereinbefore mentioned. 

FAILURE TO       25. [Deleted]
GIVE POSSESSION: 

NO WAIVER:       26. The failure of Owner(30) to seek redress for violation of, 
or to insist upon the strict performance of any covenant or condition of this 
lease or of any of the Rules or Regulations, set forth or hereafter adopted 
by Owner, shall not prevent a subsequent act which would have originally 
constituted a violation from having all the force and effect of an original 
violation. The(31) receipt by Owner of rent and/or additional rent with 
knowledge of the breach of any covenant of this lease shall not be deemed a 
waiver of such breach and no provision of this lease shall be deemed to have 
been waived by (32) unless such waiver be in writing signed by (32). No 
payment by Tenant or receipt by Owner of a lesser amount than the monthly 
rent herein stipulated shall be deemed to be other than on account of the 
earliest stipulated rent, nor shall any endorsement or statement of any check 
or any letter accompanying any check or payment as rent be deemed an accord 
and satisfaction, and Owner may accept such check or payment without 
prejudice to Owner's right to recover the balance of such rent or pursue any 
other remedy in this lease provided. No act or thing done by Owner or Owner's 
agents during the term hereby demised shall be deemed an acceptance of a 
surrender of said premises, and no agreement to accept such surrender shall 
be valid unless in writing signed by Owner. No employee of Owner or Owner's 
agent shall have any power to accept the keys of said premises prior to the 
termination of the lease and the deliver of keys to any such agent or 
employee shall not operate as termination of the lease or a surrender of the 
premises.

WAIVER OF        27. It is mutually agreed by and between Owner and Tenant that
TRIAL BY JURY:        the respective parties JURY: hereto shall and they hereby 
do waive trial by jury in any action proceeding or counterclaim brought by 
either of the parties hereto against the other (except for personal injury or 
property damage) on any matters whatsoever arising out of or in any way 
connected with this lease, the relationship of Owner and Tenant, Tenant's use 
of or occupancy of said premises, and any emergency statutory or any other 
statutory remedy. It is further mutually agreed that in the event Owner 
commences any proceeding or action for possession including a summary 
proceeding for possession of the premises, Tenant will not interpose any 
counterclaim of whatever nature or description in any such proceeding 
including a counterclaim under Article 4 except for statutory mandatory 
counterclaims. 



INABILITY TO     28. (33)Lease and the obligation of Tenant to pay rent 
PERFORM:         hereunder and perform all of the other covenants and 
agreements hereunder on part of Tenant to be performed shall in no wise be 
affected, impaired or excused because Owner is unable to fulfill any of its 
obligations under this lease or to supply or is delayed in supplying any 
service expressly or impliedly to be supplied or is unable to make, or is 
delayed in making any repair, additions, alterations or decorations or is 
unable to supply or is delayed in supplying any equipment, fixtures, or other 
materials if Owner is prevented or delayed from so doing by reason of strike 
or labor troubles or any cause whatsoever including, but not limited to, 
government preemption or restrictions or by reason of any rule, order or 
regulation of any department or subdivision thereof of any government agency 
or by reason of the conditions which have been or are affected, either 
directly or indirectly, by war or other emergency.(33a)

BILLS AND        29. Except as otherwise in this lease provided, a bill, 
NOTICES:         statement, notice or communication which Owner may desire or 
be required to give to Tenant, shall be deemed sufficiently given or rendered 
if, in writing, delivered to Tenant personally or sent by registered or 
certified mail(34) and the time of the rendition of such bill or statement 
and of the giving of such notice or communication shall be deemed to be the 
time when the same is delivered to Tenant.(35) Any notice by Tenant to Owner 
must be served by registered or certified mail addressed to Owner at the 
address first hereinabove given or at such other address as Owner shall 
designate by written notice.

SERVICES         30. As long as(36) Owner shall provide: (a) necessary elevator
PROVIDED BY      facilities on business days from 8 a.m. to 6 p.m. and have one
OWNERS:          elevator subject to call at all other times; (b) heat to the 
demised premises when and as required by law, on business days(36a); (c) 
water for ordinary lavatory purposes, but if Tenant uses or consumes water 
for any other purposes or in unusual quantities (of which fact Owner shall be 
the sole judge), Owner may install a water meter at Tenant's expense which 
Tenant shall maintain at Tenant's expense in good working order and repair to 
register such water consumption and Tenant shall pay for water consumed as 
shown on said meter as additional rent as and when bills are rendered(37) 
said premises are to be kept clean by Tenant, at Tenant's sole expense, in a 
manner reasonably satisfactory to Owner and no one other than persons 
approved by Owner shall be permitted to enter said premises or the building 
of which they are a part for such purpose. Tenant shall pay Owner the cost of 
removal of any of Tenant's refuse and rubbish from the building; (e) Owner 
reserves the right to stop services of the heating, elevators, plumbing, 
air-conditioning, electric, power systems or cleaning or other services, if 
any, when necessary by reason of accident or for repairs, alterations, 
replacements or improvements necessary or desirable in the judgment of Owner 
for as long as may be reasonably required by reason thereof. If the building 
of which the demised premises are a part supplies manually operated elevator 
service, Owner at any time may substitute automatic control elevator service 
and proceed diligently with alterations necessary therefor without in any 
wise affecting this lease or the obligation of Tenant hereunder. 

CAPTIONS:       31. The Captions are inserted only as a matter of convenience 
and for reference and in no way define, limit or describe the scope of this 
lease nor the intent of any provisions thereof. 

DEFINITIONS:    32. The term "office", or "offices", wherever used in this 
lease, shall not be 



construed to mean premises used as a store or stores, for the sale or display,
at any time, of goods, wares or merchandise, of any kind, or as a restaurant,
shop, booth, bootblack or other stand, barber shop, or for other similar
purposes or for manufacturing. The term "Owner" means a landlord or lessor, and
as used in this lease means only the owner, or the mortgagee in possession, for
the time being of the land and building (or the owner of a lease of the building
or of the land and building) of which the demised premises form a part, so that
in the event of any sale or sales of said land and building or of said lease, or
in the event of a lease of said building, or of the land and building, the said
Owner shall be and hereby is entirely freed and relieved of all covenants and
obligations of Owner(38) hereunder, and it shall be deemed and construed without
further agreement between the parties or their successors in interest, or
between the parties and the purchaser, at any such sale, or the said lessee of
the building, or of the land and building, that the purchaser or the lessee of
the building has assumed and agreed to carry out any and all covenants and
obligations of Owner, hereunder. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning. The term
"business days" as used in this lease shall exclude Saturdays, Sundays and all
days as observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable building service union employees
service contract or by the applicable Operating Engineers contract with respect
to HVAC service. Wherever it is expressly provided in this lease that consent
shall not be unreasonably withheld, such consent shall not be unreasonably
delayed. 

ADJACENT        33. If an excavation shall be made upon land adjacent to the
EXCAVATION-     demised premises, or shall  be authorized to be made, Tenant
SHORING:        shall afford to the person causing or authorized to cause such 
excavation, license to enter upon the demised premises for the purpose of doing
such work as said person shall deem necessary to preserve the wall or the
building of which demised premises form a part from injury or damage and to
support the same by proper foundations without any claim for damages or
indemnity against Owner, or diminution or abatement of rent. 

RULES AND       34. Tenant and Tenant's servants, employees, agents, visitors 
REGULATIONS:    and licensees shall observe faithfully, and comply with, the 
Rules and Regulations as Owner's agents may from time to time adopt.(39) 
Notice of any additional rules or regulations shall be given(40). In case 
Tenant disputes the reasonableness of any additional Rule or Regulation 
hereafter made or adopted by Owner or Owner's agents, the parties hereto 
agree to submit the question of the reasonableness of such Rule or Regulation 
for decision to the New York office of the American Arbitration Association, 
whose determination shall be final and conclusive upon the parties hereto. 
The right to dispute the reasonableness of any additional Rule or Regulation 
upon Tenant" part shall be deemed waived unless the same shall be asserted by 
service of a notice, in writing upon Owner within (41) days after the giving 
of notice thereof. Nothing in this lease contained shall be construed to 
impose upon Owner any duty or obligation to enforce the Rules and Regulations 
or terms, covenants or conditions in any other lease, as against any other 
tenant and Owner shall not be liable to Tenant for violation of the same by 
any other tenant, its servants, employees, agents, visitors or licensees.(42)

SECURITY:       35. Tenant has deposited with Owner the sum of $     as 
                security 



for the faithful performance and observance by Tenant of the terms, provisions
and conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease, including,
but not limited to, the payment of rent and additional rent, Owner may use,
apply or retain the whole or any part of the security so deposited to the extent
required for the payment of any rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Owner may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
covenants and conditions of this lease, including, but not limited to, any
damages or deficiency in the re-letting of the premises, whether such damages or
deficiency in the re-letting of the premises, whether such damages or deficiency
accrued before or after summary proceedings or other re-entry by Owner. In the
event that Tenant shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this lease, the security shall be
returned to Tenant after the date fixed as the end of the Lease and after
delivery of entire possession of the demised premises to Owner. In the event of
a sale of the land and building or leasing of the building, of which the demised
premises form a part, Owner shall transfer the security to the vendee or lessee
and Owner shall thereupon be released by Tenant from all liability for the
return of such security; and Tenant agrees to look to the new Owner solely for
the return of said security and it is agreed that the provisions hereof shall
apply to every transfer or assignment made of the security to a new owner.
Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber the monies deposited herein as security and that neither
Owner nor its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance. 

ESTOPPEL         36. Tenant, at any time, and from time to time, upon at least 
CERTIFICATE:     10 days' prior notice by Owner, shall execute, acknowledge and 
deliver to Owner, and/or to any other person, firm or corporation specified by
Owner, a statement certifying that this Lease is unmodified and in full force
and effect (or, if there have been modifications, that the same in full force
and effect as modified and stating the modifications), stating the dates to
which the rent and additional rent have been paid, and stating whether or not
there exists any default by Owner under this Lease, and, if so, specifying each
such default. 

SUCCESSORS       37. The covenants, conditions and agreements contained in this
AND ASSIGNS:     lease shall bind and  inure to the benefit of Owner and Tenant
and their respective heirs, distributees, executors, administrators, successors,
and except as otherwise provided in this lease, their assigns. Tenant shall look
only to Owner's estate and interesting the land and building(43) for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) against Owner in the event of any default by Owner hereunder,
and no other property or assets of such Owner (or any partner, member, officer
or director thereof, disclosed or undisclosed), shall be subject to levy,
execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this lease, the relationship of Owner and
Tenant hereunder, or Tenant's use and occupancy of the demised premises.

See Rider annexed hereto and made a part hereof containing Articles 37-59

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

Witness for Owner:                      JOHN HANCOCK MUTUAL LIFE 
                                        INSURANCE COMPANY, Landlord
 
                                        By:[illegible]
------------------------------------       ------------------------------------

                                        DOUBLECLICK INC.

Witness for Tenant:                     Tenant

------------------------------------    ---------------------------------------
                                        By:/s/ Jeff Epstein Chief Financial 
                                               Officer
                                           ------------------------------------




                                ACKNOWLEDGEMENTS


CORPORATE OWNER
STATE OF NEW YORK,   ss.:

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

INDIVIDUAL OWNER
STATE OF NEW YORK,         ss.:

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


CORPORATE TENANT
STATE OF NEW YORK,         ss.:
COUNTY OF

On this _____ day of __________, 19___, before me personally came __________ to
me known, who being by me duly sworn, did depose and say that he resides in
__________; that he is the __________ of __________ the corporation described in
and which executed the foregoing instrument, as TENANT; that he knows the seal
of said corporation; the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.


INDIVIDUAL TENANT
STATE OF NEW YORK,         ss.:

     On this _____ day of __________, 19___, before me personally came
__________ to me known to be the individual described in and who, as TENANT;
executed the foregoing instrument and acknowledged to me that __________ he
executed the same.

                                    GUARANTY

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

Dated:                 19
        ---------------   --

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




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

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

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

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

STATE OF NEW YORK      )     ss.:

COUNTY OF              )

On this _____ day of __________, 19___, before me personally came __________ to
me known to me to be the individual described in, and who executed the foregoing
Guaranty and acknowledged to me that he executed the same.


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


                             IMPORTANT - PLEASE READ

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


1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
Tenant or used for any purpose other than for ingress or egress from the demised
premises and for delivery of merchandise and equipment in a prompt and efficient
manner using elevators and passageways designated for such delivery by Owner.
There shall not be used in any space, or in the public hall of the building,
either by any Tenant or by jobbers or others in the delivery or receipt of
merchandise, any hand trucks, except those equipped with rubber tires and
sideguards. If said premises are situated on the ground floor of the building,
Tenant thereof shall further, at Tenant's expense, keep the sidewalk and curb in
front of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any
purposes other than those for which they were designed or constructed and no
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of
the building and no Tenant shall sweep or throw or permit to be swept or thrown
from the demised premises any dirt or other substances into any of the corridors
or halls, elevators, or out of the doors or windows or stairways of the building
and Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance in the demised premises, or permit or suffer the demised
premises to be occupied or used in a manner offensive or objectionable to Owner
or other occupants of the building by reason of noise, odors, and/or vibrations,
or interfere in any way with other Tenants or those having business therein, nor
shall any bicycles, vehicles, animals, fish, or birds be kept in or about the
building.(44) Smoking or carrying lighted cigars or cigarettes in the elevators 
of the building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the
building without the prior written consent of Owner.(44a)




5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premise if the
same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance door
of the premises. In the event of the violation of the foregoing by any Tenant,
Owner may remove same without any liability, and may charge the expense incurred
by such removal to Tenant or Tenants violating this rule. Interior signs on
doors and directory tablet shall be inscribed, painted or affixed for each
Tenant by Owner at the expense of such Tenant, and shall be of a size, color and
style acceptable to Owner.

6. No Tenant shall mark, paint, drill into, or in any way deface any part of
the(45). No boring, cutting or stringing of wires shall be permitted(46), except
with the prior written consent of Owner, and as Owner may direct. No Tenant
shall lay linoleum, or other similar floor covering, so that the same shall come
in direct contact with the floor of the demised premises, and, if linoleum or
other similar floor covering is desired to be used as an interlining of
building's deadening felt shall be first affixed to the floor, by a paste or
other material, soluble in water, the use of cement or other similar adhesive
material being expressly prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or mechanism thereof. Each Tenant must, upon the termination of his Tenancy,
restore to Owner all keys of stores, offices and toilet rooms, either furnished
to, or otherwise procured by, such Tenant, and in the event of the loss of any
keys, so furnished, such Tenant shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any
description shall be delivered to and removed from the premises only on the
freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease or which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not
present a pass to the building signed by Owner. Owner will furnish passes to
persons for whom any Tenant requests same in writing. Each Tenant shall be
responsible for all persons for whom he requests such pass and shall be liable
to Owner for all acts of such persons. Tenant shall not have a claim against
Owner by reason of Owner excluding from the building any person who does not
present such pass.

11. Owner shall have the right to prohibit any advertising by any Tenant which
in Owner's opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the demised
premises, any inflammable, combustible, explosive, or hazardous fluid, material,
chemical or substance, or cause or permit any(48) odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or emanate
from the demised premises.

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

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky
matter, or fixtures into or out of the building without Owner's prior written
consent(49). If such safe, 





machinery, equipment, bulky matter or fixtures requires special handling,
all work in connection therewith shall comply with the Administrative Code of
the City of New York and all other laws and regulations applicable thereto and
shall be done during such hours as Owner may designate.

15. Refuse and Trash. (1) Compliance by Tenant. Tenant covenants and agrees, at
its sole cost and expense, to comply with all present and future laws, orders,
and regulations of all state, federal, municipal, and local governments,
departments, commissions and boards regarding the collection, sorting,
separation and recycling of waste products, garbage, refuse and trash. Tenant
shall sort and separate such waste products, garbage, refuse and trash into such
categories as provided by law. Each separately sorted category of waste
products, garbage, refuse and trash shall be placed in separate receptacles
reasonably approved by Owner. such separate receptacles may, at Owner's option,
be removed from the demised premises in accordance with a collection schedule
prescribed by law. Tenant shall remove, or cause to be removed by a contractor1
acceptable to Owner, at Owner's sole discretion, such items as Owner may
expressly designate. (2) Owner's Rights in Event of Noncompliance. Owner has the
option to refuse to collect or accept from Tenant waste products, garbage,
refuse or trash (a) that is not separated and sorted as required by law or (b)
which consists of such items as Owner may expressly designate for Tenant's
removal, and to require Tenant to arrange for such collection at Tenant's sole
cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay
all costs, expenses, fines, penalties, or damages that may be imposed on Owner
or Tenant by reason of Tenant's failure to comply with the provisions of this
Building Rule 15, and, at Tenant's sole cost and expense, shall indemnity,
defend and hold Owner harmless (including reasonable legal fees and expenses)
from and against any actions, claims and suits arising from such noncompliance,
utilizing counsel reasonably satisfactory to Owner.





                         TEXT TO NUMBERED INSERTIONS (1)
                       TO (50) TO AGREEMENT OF LEASE DATED
                         AS OF JANUARY 26, 1999 BETWEEN
                       JOHN HANCOCK MUTUAL LIFE INSURANCE
                            COMPANY, AS LANDLORD, AND
                           DOUBLECLICK INC., AS TENANT
                    ---------------------------------------


(U1)      Insert: "a running track, a totally enclosed basketball court
          (enclosed by a wall or chain link fence), a ping-pony table, eating
          and sitting areas, garden areas, provided that the particular manner
          of engaging in the foregoing uses will not be hazardous, and for other
          recreational outdoor uses, in each case, in a high-quality manner;
          provided such other recreational outdoor uses are approved by
          Landlord, which approval shall not be unreasonably withheld or
          delayed, and provided that Tenant complies with all the other terms
          and conditions of this lease and that the other recreational outdoor
          uses are safe uses and all installations are visually attractive).
          Tenant shall not use the Roof/Set-Back Area in a manner that disturbs
          other tenants in the building. Tenant shall, at Tenant's expense,
          reduce or eliminate noise or vibration caused by Tenant's roof
          installations as to which complaints have been made from tenants
          within the building, and if Tenant shall reduce (as opposed to
          eliminating) such noise or vibrations, Tenant shall reduce such noise
          or vibrations to such an extent so that all such complaints shall
          cease. Articles 54 and 55 of this lease, except to the extent
          inconsistent with the terms and conditions of this Article and of
          Articles 4, 8 and 59 of this lease, shall apply to the Roof/Set-Back
          Area. Tenant's use of the demised premises shall be"

(Ula)     Insert: "Such certificate of occupancy is a temporary certificate of
          occupancy, which has expired. Landlord covenants that Landlord will
          have such temporary certificate of occupancy renewed prior to the
          submission to the Buildings Department of Tenant's alteration
          application for the plans and specifications for the Tenant
          Improvements after Landlord's approval of such plans and
          specifications pursuant to the terms and conditions of this lease,
          provided that if Landlord shall not have renewed such temporary
          certificate of occupancy prior to such submission to the Buildings
          Department, Tenant shall receive an additional day of fixed rent
          abatement pursuant to Article 38(E) for each day thereafter until
          Landlord shall renew such temporary certificate of occupancy."

(U2)      Insert: ", except that Tenant may use the Interior Demised Area for
          cooking (provided that Tenant properly vents the cooking area to the
          roof, the cooking area is waterproofed and Tenant complies with all
          legal requirements) and may install vending machines, in each case for
          the benefit of its employees and business invitees, and not for
          consumption or sale to the general public."

(1)       Insert: "adversely"

(2)       Insert: "provided that Landlord shall be responsible for maintaining
          and repairing any installations or other work within the demised
          premises performed by Landlord, but solely to the extent and for the
          duration of any warranty given to Landlord in connection with such
          installation or other work, with Tenant being responsible for
          maintaining and repairing such installation or other work to the
          extent such maintenance or repairs either are not covered by any such
          warranty or if any such warranty has expired. "

(3)       Insert: "Tenant shall be responsible for maintaining the Roof/Set-Back
          Area in good order and repair, but Tenant shall not be responsible for
          repairs to the Roof/Set-Back Area if such repairs are necessitated by
          the actions of Landlord or another tenant or by casualties involving
          the equipment or fixtures of Landlord or another tenant. Tenant shall
          also be responsible for repairs to any other portion of the roof or
          the building caused by Tenant. Landlord, at Landlord's election, but
          at Tenant's cost and expense, as additional rent, may make those
          repairs and alterations required or desired to be made by Tenant to
          the Roof/Set-Back Area. As soon as reasonably possible after the date
          of this lease, Landlord shall install a new roof designed and approved
          by Tenant, such approval not to be unreasonably withheld, in the areas
          to be used by Tenant (which installation shall 




          include the removal and disposal of the existing roof in such areas),
          and Landlord's cost of the installation of such new roof (and the
          removal and disposal of such existing roof), which cost shall be
          competitively priced, shall be deemed to be additional rent hereunder,
          payable by Tenant upon demand. If Landlord shall not have completed
          the installation of such new roof (and the removal and disposal of
          such existing roof) within 60 days after the later of Landlord's and
          Tenant's approvals of the plans and specifications therefor, subject
          to extension of such 60 day period by reason of force majeure events,
          Tenant shall have the right, upon not less than 10 days' prior written
          notice to Landlord, at Tenant's sole cost and expense, to install (or
          complete the installation of) such new roof (and the removal and
          disposal of such existing roof) in accordance with the plans and
          specifications previously approved by Landlord and Tenant."

(4)       Insert: "using contractors and subcontractors selected by the Tenant
          from Landlord's list of approved contractors and subcontractors, and
          if Tenant uses any of the contractors or subcontractors on Landlord's
          list, such contractors or subcontractors shall be deemed approved by
          Landlord for the work for which Tenant has requested such list, or if
          none of such contractors or subcontractors on Landlord's list are
          acceptable to Tenant, Tenant shall submit the names of the contractors
          or subcontractors which Tenant desires to use, for Landlord's consent,
          which shall not be unreasonably withheld, delayed or conditioned."

(5)       Insert: "provided that Landlord uses reasonable efforts to minimize
          interference with Tenant's business"

(6)       Insert: "except as otherwise expressly set forth herein"

(7)       Insert: `particular"

(8)       Insert: ", provided that nothing contained in any policies of
          insurance issued to John Hancock Mutual Life Insurance Company shall
          require Tenant to discontinue its use of the demised premises as
          permitted by this lease and provided further that if any provision of
          any policy of insurance issued to a successor or assign of John
          Hancock Mutual Life Insurance Company as owner of the building shall
          require Tenant to discontinue its use of the demised premises as
          permitted by this lease, such successor or assign shall use good faith
          efforts to obtain an insurance policy in replacement of such policy
          which shall permit such use by Tenant and if such successor or assign
          shall obtain such a replacement insurance policy, Tenant shall pay the
          increased cost thereof, if any, as additional rent under this lease,"

(9)       Insert: ", to be reasonably exercised when the weight of the safe,
          business machine or item of mechanical equipment shall be less than
          one half of the rated live load under the certificate of occupancy of
          the building,"

(10)      Insert: "Notwithstanding anything in this lease to the contrary,
          Landlord, at its expense, will promptly cure all violations of record
          affecting the building (other than the demised premises), not
          attributable to Tenant or anyone acting on Tenant's behalf or to
          Tenant's particular use of the demised premises or to Tenant's
          improvements, that will interfere with Tenant's ability to obtain any
          building permits, sign-offs or amendments to the certificate of
          occupancy for the lawful use by Tenant of the demised premises.

(11)      Insert: "Equipment, including without limitation, all vents, now
          existing on the east and west sides of the second roof set-back areas,
          as cross-hatched on the diagram annexed hereto as Exhibit A-4, shall
          remain and shall not be moved, altered or interfered with by Tenant,
          but Landlord may not place any other equipment thereon that would, in
          any way, interfere with or diminish the views from the interior of the
          demised premises or the amount of light that enters the demised
          premises, provided that if Landlord is unable, after using reasonable
          efforts, to place equipment elsewhere on the roof because it does not
          have sufficient capacity therefor, Landlord may place such equipment
          on the second roof set-back areas (and, if need be, diminish the views
          and light entering the demised premises), provided that for a period
          of thirty (30) days Landlord will use good faith efforts to work
          together with Tenant in mutually agreeing on a location that will
          permit the installation of such equipment and be satisfactory to
          Tenant; provided further that if 




          the parties do not mutually agree on a location within such thirty
          (30) day period, Landlord can nonetheless make such installation, but
          Landlord will use its best efforts to restrict the number of windows
          blocked thereby. Notwithstanding the foregoing, Tenant understands
          that Landlord reserves the right to put signage on the upper roof on
          top of the building in the future and, if necessary, to relocate, at
          Landlord's expense, Tenant's skylights to an area, and with a design
          thereof, approved by Tenant, such approval not to be unreasonably
          withheld or delayed. In any event, such relocation of skylights shall
          be performed by Landlord, at Landlord's expense, if the amount of
          light transmitted through the skylights is reduced by more than 50% by
          Landlord's placement of such signage. In connection with any such
          relocation of skylights, Landlord agrees that such relocation shall be
          performed without interference with Tenant's business, so that to the
          extent that any such interference would occur, such work shall be
          performed after Tenant's regular business hours. If it shall not be
          possible for Landlord to relocate Tenant's affected skylights pursuant
          to the terms and provisions of this paragraph, Landlord may
          nevertheless, at Landlord's sole cost and expense, remove such
          skylights and restore the affected area to its condition existing
          immediately prior to the installation of such skylights, and Landlord
          shall reimburse Tenant for Tenant's cost of installation of such
          skylights, all such reimbursements not to exceed an aggregate of
          $100,000. Further, except to the extent Landlord has waived recovery
          against Tenant pursuant to Article 9,"

(12)      Insert: "during the last 24 months of the term (subject to Tenant's
          right to exercise its renewal option, but if Tenant exercises its
          renewal option, Landlord shall not be required to repair the damage
          unless and until Tenant has not cancelled the exercise of its renewal
          option, as provided in Article 53 of this lease, within the time
          period provided therefor in this lease),"

(13)      Insert: "damaged such that the cost to rebuild would exceed twenty
          percent (20%) of the full insurable value of the building and"

(14)      Insert: "60 days after such fire or casualty, or 20 days after
          adjustment of the insurance claim for such fire or casualty if it
          affects any portion of the building outside the demised premises (or
          45 days after such fire or casualty, or 15 days after adjustment of
          the insurance claim for such fire or casualty if it affects the
          demised premises only),"

(15)      Insert: "If (x) the demised premises are substantially damaged or
          access thereto is denied, in either event, during the remaining
          eighteen (18) months of the term of this lease such that the repairs
          to be made by Landlord would take in excess of five (5) months to
          repair, or (y) if the demised premises are substantially damaged, or
          if access to the demised premises is denied, by reason of fire or
          other casualty at any time during the term of this lease such that the
          repairs to be made by Landlord would take in excess of nine (9) months
          from Landlord's receipt of the insurance proceeds in the case of
          damage solely to the demised premises or such access and thirty (30)
          months from Landlord's receipt of insurance proceeds in the case of
          damage to the building outside the demised premises or such access, in
          each case subject to extension of such nine (9) and thirty (30) month
          periods due to force majeure events, Tenant shall have the right to
          terminate this lease by written notice to Landlord given within 45
          days of the casualty."

(16)      Insert: "or Tenant"

(17)      Insert: "with respect to damage to the demised premises or the
          building caused by fire or other casualty that is covered by insurance
          carried by the parties hereunder or which is required to be carried by
          the parties hereunder. John Hancock Mutual Life Insurance Company
          agrees that for as long as John Hancock Mutual Life Insurance Company
          (but not any of its successors or assigns as Landlord) is Landlord, it
          will carry and keep in force "all risk", extended coverage property
          insurance covering the building to a limit of not less than 100% of
          the full replacement cost thereof."

(18)      Insert: "If more than twenty-two and one-half percent (22-1/2%) of the
          demised premises are condemned and, in Tenant's reasonable opinion,
          Tenant can no longer operate its business in the demised premises in a
          commercially reasonable manner, Tenant may terminate this lease upon
          thirty (30) days notice following Tenant's receipt of notice of such
          taking. If Tenant does not terminate this lease by reason of the
          preceding sentence, 




          the fixed rent shall be adjusted on a pro rata basis. Further, Tenant
          shall be entitled to retain all proceeds of a temporary taking, and
          this lease shall be unaffected thereby. "

(19)      Insert: ", and the unamortized costs of Tenant's other leasehold
          improvements in excess of the unamortized amount of Landlord's Work
          Contribution therefor (the amortization of Landlord's Work
          Contribution for each such leasehold improvement being calculated at
          the same rate as the rate of amortization for such leasehold
          improvement), provided that the condemnation award with respect to any
          such leasehold improvement is first applied against the unamortized
          amount of Landlord's Work Contribution allocable to such leasehold
          improvement, and"

(20)      Insert: "Landlord shall use reasonable efforts when entering the
          demised premises or making any repairs therein, to minimize any
          interference with Tenant's business."

(21)      Insert: ", except as otherwise expressly set forth herein,"

(22)      Insert: "and upon reasonable prior notice"

(23)      Insert: "are abandoned"

(24)      Insert: "thirty (30)"

(25)      Insert: "seven (7)"

(26)      Insert: "and such monetary default continues for a period of ten (10)
          days after notice to Tenant that same was due and not paid, provided
          that no such notice need be given to phrase "Payment Due on a
          Recurring Basis" shall mean a payment the amount of which is fixed by
          this lease or the amount of which does not differ from period to
          period during the term of this lease)"

(27)      Insert: "reasonable"

(28)      Insert: "; provided that reasonable access to the building and the
          demised premises remains. Except as expressly set forth in this lease
          to the contrary, and subject to the provisions of Article 13 hereof,
          there"

(29)      Insert: "reasonable"

(30)      Insert: "or Tenant"

(31)      Insert: "payment by Tenant or the"

(32)      Insert: "the non-breaching party"

(33)      Insert: "Except as expressly otherwise provided herein, this"

(33a)     Insert: "(herein celled "force majeure events")"

(34)      Insert: ", return receipt requested, and addressed to Tenant, prior to
          occupancy by Tenant for the conduct of its business, at 41 Madison
          Avenue, New York, New York 10010, Attn: Elizabeth Wang, Esq., and
          following the date that Tenant occupies the demised premises for the
          conduct of its business, at the demised premises, Attn: Elizabeth
          Wang, Esq., and in each case, with a copy to Loeb & Loeb LLP, 345 Park
          Avenue, New York, New York 10154, Attn: Scott I. Schneider, Esq. "

(35)      Insert: "or when delivery is refused"

(36)      Insert: "this lease is in effect,"

(36a)     Insert: "at any time required by Tenant from January 1 to March 31 and
          from October 1 to December 31 of each year or on such other dates
          during such year that steam shall be provided to tenants of the
          building"




(37)      Insert: "(Owner shall install water meters at Tenant's expense to
          measure Tenant's use of water only in the kitchen of the demised
          premises and only in the showers in the demised premises, with Tenant
          being responsible for maintaining such meters in good working order
          and repair, to measure such water consumption and Tenant shall pay for
          water consumed as shown on said meters as additional rent as and when
          bills are

(38)      Insert: "thereafter accruing"

(39)      Insert: "and furnish to Tenant"

(40)      Insert: "in accordance with Article 28."

(41)      Insert: "thirty (30)"

(42)      Insert: "Landlord agrees not to discriminate against Tenant in
          enforcing any such Rules and Regulations. In the event of any
          inconsistency between the provisions of this lease and the provisions
          of the Rules and Regulations now or hereafter adopted, the provisions
          of this lease shall govern."

(43)      Insert: "(including all insurance and condemnation proceeds, but only
          to the extent not used for repair or restoration of the demised
          premises or the building)"

(44)      Insert: "provided that bicycles which enter the building through
          loading bay #21 and freight elevator #F-8 may be kept within the
          demised premises and that, to the extent permitted by law, vehicles
          may be kept in loading bay #21."

(44a)     Insert: ", which approval shall not be unreasonably withheld or
          delayed, and, with respect to the installation of any awning or other
          projection on any wall of the Roof/Set-Back Area, such installation
          shall be performed in compliance with the terms and conditions of
          Articles 3, 45 and 59 of this lease."

(45)      Insert: "demised premises or the building, except that Tenant may
          mark, paint or drill into the demised premises pursuant, and subject,
          to all the other terms, covenants and conditions of this lease."

(46)      Insert: "outside of the demised premises"

(47)      Insert: "or at any time through Tenant's exclusive freight elevator,
          subject to the sharing of the use of such elevator with the tenant of
          the 12h floor of the building if such tenant shall elect to use such
          elevator pursuant to Article 56 (I) of this lease"

(48)      Insert: "unreasonable"

(49)      Insert: "not to be unreasonably withheld if Tenant shall use Tenant's
          exclusive freight elevator therefor, it being understood that Tenant
          may be required to share the use of such freight elevator with the
          tenant of the 12~ floor of the building pursuant to Article 56 (1) of
          this lease"

(50)      Insert: "reasonably"




RIDER ATTACHED TO AND MADE A PART OF LEASE
DATED AS OF JANUARY 26, 1999 BETWEEN JOHN HANCOCK MUTUAL LIFE 
INSURANCE COMPANY, AS LANDLORD, AND DOUBLECLICK INC., AS TENANT.

37. PROVISIONS OF RIDER:

     This rider is annexed to and made a part of the printed portion of this
lease to which it is attached and in each instance in which the provisions of
this rider shall contradict or be inconsistent with the printed provisions of
the printed portion of this lease, as constituted without this rider, the
provisions of this rider shall prevail and govern and the contradicted or
inconsistent printed provisions of the printed portion of this lease shall be
deemed amended accordingly.


38. RENTAL:

          (A) The rents reserved under this lease, shall be and consist of:

               (1) fixed rent (sometimes hereinafter called the "fixed rent" or
"fixed annual rent") which shall be payable by Tenant in equal monthly
installments in advance on the first day of each and every calendar month during
the term of this lease at an annual rental rate of:

          (i) ONE MILLION FOUR HUNDRED FORTY-SEVEN THOUSAND EIGHT HUNDRED
     SEVENTY-EIGHT AND 75/lOOths DOLLARS ($1,447,878.75) for the period from the
     Commencement Date (as such term is hereinafter defined) to and including
     the day immediately preceding the fifth (5th) anniversary of the Rent
     Commencement Date; and

          (ii) ONE MILLION FIVE HUNDRED NINETY-EIGHT THOUSAND NINE HUNDRED
     SIXTY-ONE AND 75/lOOths DOLLARS ($1,598,961.75) for the period from the
     fifth (5th) anniversary of the Rent Commencement Date until the expiration
     of the term; and

               (2) additional rent (hereinafter "additional rent") consisting of
all such other sums of money as shall become due from and payable by Tenant to
Landlord hereunder (for default in payment of which Landlord shall have the same
remedies as for a default in payment of fixed rent). Unless otherwise provided
in this lease, such additional rental shall be payable in equal monthly
installments in advance concurrently with and in the same manner as the fixed
rent referred to in Sub-Article "(A)(1)" supra,

all to be paid to Landlord at its office, or such other place, or to such agent
and at such place, as Landlord may designate by notice to Tenant, in lawful
money of the United States of America, which shall be legal tender in payment of
all debts and dues, public and private at the time of payment.

          (B) Any proration of rents or credits provided for in this lease shall
be made in the ratio of the periods of time involved and refund (or credit
against rents then or thereafter due) for overpayment of rents or payment of
rents due or accrued shall be made accordingly on demand.

          (C) Tenant shall pay the fixed rent and additional rent herein
reserved promptly as and when the same shall become due and payable, without
demand therefor and without any abatement, deduction or offset whatsoever except
as expressly provided in this lease.

          (D) The term of this lease shall commence on the date of this lease
(hereinafter called the "Commencement Date") and shall expire (unless such term
shall sooner cease and expire as elsewhere provided in this lease) on the day
immediately preceding the eleventh (11th) anniversary of the Commencement Date.

          (E) Provided that no monetary default or no nonmonetary material
default shall have occurred and be continuing during the one-year period for
which the following credit is to be applied (provided further that Tenant shall
be entitled to be reimbursed by Landlord for any fixed rent or additional rent
paid by Tenant during such one-year period for which Tenant 




would otherwise have been entitled to receive such credit upon Tenant's cure of
such monetary default or such non-monetary material default), Tenant shall have
the right to use and occupy the demised premises free of fixed annual rent only
(but not against any additional rent or other charges, except for the abatement
for electricity and steam charges provided in Article 39(E)) for the period from
the Commencement Date to and including the day immediately preceding the first
anniversary of the Commencement Date. For purposes of this lease, the term "Rent
Commencement Date" shall be deemed to be the day which shall be the first
anniversary of the Commencement Date. If the Rent Commencement Date or the date
of expiration of the term of this lease shall not occur on the first day of a
month or the last day of a month, respectively, fixed rent for the month in
which the Rent Commencement Date or the date of expiration of the term, as the
case may be, shall occur, shall be prorated.

39.      ELECTRICITY AND STEAM:

               (A) Tenant covenants and agrees to purchase all electric current
used in the demised premises from Landlord or Landlord's designated agent for
the sum of (a) the product of (x) 105% of Landlord's Monthly Cost Per Kilowatt
Hour and (y) Tenant's aggregate monthly consumption of and demand for
electricity in the demised premises as determined by the electricity meters in
the demised premises and (b) Landlord's actual out-of-pocket costs and expenses
in reading the electricity meters and administering the electricity meter
billing. As used herein, the phrase "Landlord's Monthly Cost Per Kilowatt Hour"
shall mean (i) the total charges for electricity charged to and paid by Landlord
to the public utility serving the building calculated on a monthly basis
(including energy charges, consumption and demand charges, all applicable
surcharges, time-of-day charges, fuel adjustment charges, rate adjustment
charges and any other factors used by the public utility company in computing
its charges to Landlord), divided by (ii) the total kilowatt hours purchased by
Landlord during such period. Tenant covenants and agrees to purchase all steam
used in and for the demised premises from Landlord or Landlord's designated
agent for the sum of (a) the product of (x) 105% of Landlord's Monthly Cost Per
M/LB and (y) the aggregate monthly consumption of steam in or for the demised
premises as determined by the steam meters in the demised premises and (b)
Landlord's actual out-of-pocket costs and expenses in reading the steam meters
and administering the steam meter billing. As used herein, the phrase
"Landlord's Monthly Cost Per M/LB" shall mean (i) the total charges for steam
charged to and paid by Landlord to the public utility serving the building
calculated on a monthly basis (including energy charges, all applicable
surcharges, time-of-day charges, fuel adjustment charges, rate adjustment
charges and any other factors used by the public utility in computing its
charges to Landlord), divided by (ii) the total M/LB's of steam purchased by
Landlord during such period. As used herein, the term "M/LB" shall mean one
thousand pounds of steam. Where more than one meter measures Tenant's
consumption of and demand for electricity and steam (including, but not limited
to such electric energy and steam as is provided in connection with the
operation of the heating, ventilating and air conditioning equipment serving the
demised premises and all computer and other equipment in the demised premises),
the service rendered through each meter may be computed and billed separately in
accordance with the provisions hereof. Notwithstanding anything to the contrary
contained herein, in no event shall the amount billed to Tenant for electricity
and steam hereunder be less than 100% of Landlord's cost therefor. Bills
therefor shall be rendered at such times as Landlord may elect and shall be
payable within fifteen (15) days of demand therefor. If any tax is imposed upon
Landlord's receipts from the sale or resale of electrical energy and steam to
Tenant by any federal, state, or municipal authority, Tenant agrees that where
permitted by law, such taxes shall, without duplication of other amounts paid by
Tenant hereunder, be passed on to, and included in the bill of, and paid by
Tenant to Landlord. All payments hereunder shall be additional rent.

               (B) Tenant's use of electric current and steam in and for the
demised premises shall not at any time exceed the capacity of any of the
existing electrical and steam feeders, risers, conductors, equipment and wiring
installation and/or pipes in or otherwise serving the demised premises or exceed
the existing electrical or steam capacity exclusively serving the demised
premises, except with Landlord's prior written consent as provided below, and
Tenant may not use any electrical or steam equipment which, in Landlord's
reasonable opinion, will overload such installations or interfere with the use
thereof by other tenants of the building. Tenant shall not make or perform or
permit the making or performing of, any alterations to wiring or other
electrical facilities or steam pipes or other steam facilities in or serving the




demised premises without Landlord's prior written consent in each instance. Such
written consent shall not be unreasonably withheld or delayed by Landlord,
provided that, in Landlord's reasonable judgment, Tenant's alterations will not
cause permanent damage or injury to the building or the demised premises or
cause or create a dangerous or hazardous condition or interfere with or disturb
other tenants or occupants of the building (except that with respect to
alterations which are intended to increase amperage to the demised premises or
to increase the existing electrical or steam capacity exclusively serving the
demised premises, Landlord may withhold or delay its consent in Landlord's sole
discretion). The electrical and steam capacity servicing the demised premises as
of the date of this lease shall remain for Tenant's use during the term of this
lease.

               (C) Landlord shall not be liable or responsible in any way to
Tenant for any failure or defect or change in the supply or character of
electric energy or steam furnished to the demised premises by reason of any
requirement, act or omission of the public utility serving the building with
electricity and steam or for any other reason whatsoever, nor shall interruption
or curtailment of any such services constitute a constructive or partial
eviction, nor entitle Tenant to any compensation or abatement or withholding of
rent, except for Landlord's willful misconduct or gross negligence or Landlord's
failure to pay its bills.

               (D) Landlord reserves the right to discontinue furnishing
electric energy or steam to Tenant at any time upon sixty (60) days' written
notice to Tenant, and from and after the effective date of such termination,
Landlord shall no longer be obligated to furnish Tenant with electric energy or
steam, provided, however, that such termination date shall be extended for a
time reasonably necessary for Tenant to make arrangements utility company
servicing the building. If Landlord shall so discontinue furnishing electricity
or steam to Tenant, this lease shall remain unaffected thereby and shall
continue in full force and effect; and thereafter Tenant shall diligently
arrange to obtain electric service or steam directly from the public utility
company servicing the building, and may utilize the then existing electric or
steam feeders, risers, pipes and wiring serving the demised premises to the
extent available and safely capable of being used for such purpose and, with
respect to electric service, only to the extent of Tenant's then authorized
connected load. Landlord shall be obligated to pay no part of any cost required
for Tenant's direct electric or steam service. Landlord shall, in no event,
discontinue furnishing electricity or steam to Tenant until such time as Tenant
has obtained electricity or steam, as the case may be, directly from the public
utility.

               (E) As soon as reasonably possible after the date of this Lease,
(i) Tenant shall diligently proceed, as a credit against Landlord's Work
Contribution (as hereinafter defined), to install and to make fully operational
steam and electricity meters and all equipment in connection therewith to
measure Tenant's demand for and consumption of electric energy and steam in the
demised premises. Until such electricity meters are fully operational, Tenant
shall pay Landlord additional rent at an annual rate of $50,361.00 for Tenant's
demand for and consumption of electricity in the demised premises until the date
Tenant shall have completed its initial improvements and first taken occupancy
of the demised premises for the purpose of conducting Tenant's normal office
operations and thereafter at an annual rate of $125,902.50. Until such steam
meters are fully operational, Tenant shall pay Landlord additional rent at an
annual rate of $25,180.50 for Tenant's consumption of steam in and for the
demised premises. Notwithstanding the foregoing, Tenant shall receive
electricity and steam at no charge for the period from the date of this lease
until the date (the "Electricity and Steam Charge Starting Date") which shall be
the first to occur of: (i) the 120th day after the date of this lease or (ii)
the date that Tenant shall first start performing improvements in the demised
premises which shall not be base building work (i.e., work affecting the
building fixtures and systems-existing in the demised premises on the date of
this lease),but work which is intended to improve the demised premises for
Tenant's particular use thereof.

               Upon the first billing by Landlord to Tenant after the first
reading of such electricity and steam meters, the parties shall adjust the
amount paid by Tenant for the period after the Electricity and Steam Charge
Starting Date, and Tenant shall be responsible to pay, as additional rent, an
amount for Tenant's demand for and consumption of electricity and steam in and
for the demised premises for the period from the Electricity and Steam Charge
Starting Date until such first reading (calculated pursuant to Sub-Article (A)
of this Article) based upon Landlord's reasonable projection of the readings
from such meters for the period from the 




Electricity and Steam Charge Starting Date until such first reading, Tenant,
however, receiving a credit for all sums paid Landlord for electricity and steam
for the period from the Electricity and Steam Charge Starting Date until such
first reading. If the amount for which Tenant shall be responsible shall exceed
the credit, Tenant shall promptly pay the excess to Landlord within fifteen (15)
days after demand as additional rent. If the amount for which Tenant shall be
responsible shall be less than the aforementioned credit, Landlord shall give
Tenant a credit for such difference against the first amounts for fixed rent or
additional rent for which Tenant shall thereafter be liable.

               (F) At Tenant's election, Tenant shall have the right to obtain
electric service or steam for the demised premises directly from the public
utility supplying the same. In such event, Tenant shall pay all costs, expenses
and any and all other amounts required in obtaining such service, and Landlord
shall no longer furnish Tenant with electricity or steam, as the case may be, as
otherwise hereinafter provided in this Article, and Tenant may utilize the then
existing electric and steam feeders, risers, pipes and wiring serving the
demised premises to the extent available and safely capable of being used for
such purpose and, with respect to electric service, only to the extent of
Tenant's then authorized connected load.

          (G)  (1) Tenant shall have the right for a period of 180 days after 
the Commencement Date to give Landlord written notice (the back-up
Electricity Notice") that Tenant elects to receive up to 400 amperes of
"back-up" electricity (at 460/480 volts) from the building generator in the
event of failure of electricity from the public utility or other energy provider
serving the building, provided that if during such 180 day period any
prospective tenant or tenants of space in the building shall require "back-up"
electricity from the building generator and Landlord shall not have sufficient
capacity in excess of 400 amperes (at 460/480 volts) from the building generator
to meet the needs of such prospective tenant or tenants, Landlord may give
written notice of the deficiency ("Landlord's Initial Generator Notice") to
Tenant, and Tenant shall have ten (10) business days after Landlord's Initial
Generator Notice is given to Tenant to give Landlord the Back-up Electricity
Notice, provided further, that if Tenant shall fail to give Landlord the Back-up
Electricity Notice within such ten (10) business day period, Tenant shall be
deemed to have waived its right under this Sub-Article to receive the number of
amperes of "back-up" electricity (at 460/480 volts) representing the deficiency
set forth in Landlord's Initial Generator Notice, provided further that if
Tenant shall give Landlord the Back-up Electricity Notice within such ten (10)
business day period, Tenant shall be obligated to make the additional rent
payments (with respect to the number of amperes of back-up" electricity (at
460/480 volts) representing the deficiency set forth in Landlord's Initial
Generator Notice) set forth in the immediately succeeding sentence hereof for a
minimum of five (5) years (the "Minimum Period") from the Generator Payment
Commencement Date (as hereinafter defined). If Tenant shall give Landlord the
Back-up Electricity Notice as provided above, Tenant shall pay Landlord
additional rent per annum therefor equal to the product of (i) $100.00 and (ii)
the number of amperes of "back-up" electricity elected to be received (and not
previously waived) by Tenant in the Back-up Electricity Notice, payable in
monthly installments at the same time and in the same manner as the fixed rent
whether or not (i) there shall be any such failure of electricity or (ii) Tenant
shall be actually receiving such back-up electricity from the building
generator, commencing on the earlier of (x) the date that Tenant shall complete
its connection to the building generator or (y) the 90th day after the day
Tenant shall give Landlord the Back-up Electricity Notice (such earlier date,
the "Generator Payment Commencement Date").

(2) If at any time after Tenant shall have given Landlord the Back-up
Electricity Notice, another tenant or tenants, or prospective tenant or tenants,
of space in the building shall require "back-up" electricity from the building
generator and Landlord shall not have sufficient capacity in excess of the
number of amperes of "back-up" electricity elected by Tenant in the Back-up
Electricity Notice to meet the needs of such tenant or tenants or prospective
tenant or tenants, Landlord may give written notice or notices of the deficiency
(each a "Landlord's Second Generator Notice") to Tenant. Tenant shall thereupon
have ten (10) business days after a Landlord's Second Generator Notice is given
to Tenant to give Landlord notice (each a "Tenant's Generator Election Notice")
that Tenant either elects (i) to cancel its right to receive back-up electricity
under this Sub-Article with respect to the number of amperes of "back-up"
electricity (at 460/480 volts) representing the deficiency set forth in
Landlord's Second Generator Notice, in which case, Tenant, at Tenant's sole cost
and expense, within sixty (60) days after Tenant's Generator Election Notice
shall be given to Landlord, shall perform, 




complete and fully pay for the Disconnection Work (as hereinafter defined) with
respect to such number of amperes of "back-up" electricity (at 460/480 volts)
set forth in Landlord's Second Generator Notice, whereupon Tenant's liability
for additional rent payments for "back-up" electricity under this Sub-Article
with respect to such number of amperes of "back-up" electricity (at 460/480
volts) set forth in Landlord's Second Generator Notice shall cease (with the
last monthly installment therefor being prorated for the period of such month
prior to the day such Disconnection Work has been completed and fully paid for
by Tenant) or (ii) to be connected to the building generator with respect to the
number of amperes of "back-up" electricity (at 460/480 volts) representing the
deficiency set forth in Landlord's Second Generator Notice and to make
additional rent payments therefor as set forth in this SubArticle for the
Minimum Period from the day Tenant's Generator Election Notice electing this
clause (ii) is given to Landlord. If Tenant shall have failed to give Landlord
Tenant's Generator Election Notice on or prior to the tenth (10th) business day
after Landlord's Second Generator Notice shall have been given to Tenant, Tenant
shall be deemed to have elected to proceed pursuant to clause (i) of the
immediately preceding sentence and Tenant shall proceed to carry out the
provisions of such clause (i)(with such tenth (10th) business day being deemed,
for the purposes of such clause (i), to be the day that Tenant's Generator
Election Notice shall have been given to Landlord).

               (3) Notwithstanding anything in this Sub-Article to the contrary
(x) as to any amounts of amperes of "back-up" electricity that Tenant has
elected to receive that are not subject to a Minimum Period and (y) as to any
amperes of "backup" electricity that are subject to a Minimum Period and for
which at least four (4) years of such Minimum Period have elapsed, Tenant shall
thereafter be free at Tenant's sole cost and expense, upon 180 days' prior
written notice to Landlord ("Tenant's Disconnection Notice"), to disconnect its
connection to the building generator and remove the equipment and wiring
previously providing such connection without damage to the building generator or
the rest of the building (referred to herein as the "Disconnection Work"), upon
Tenant's payment to Landlord, as additional rent, together with the giving of
Tenant's Disconnection Notice, of a lump sum equal to the aggregate of twelve
(12) additional monthly installment payments by Tenant pursuant to clause (1) of
this Sub-Article (G), in each case in respect of such amperes of "back-up"
electricity being disconnected. On the 180 day after Tenant's Disconnection
Notice shall have been given to Landlord, together with the lump sum payment
referred to in the immediately preceding sentence, provided that Tenant shall
have completed the Disconnection Work and fully paid therefor, Tenant's
liability for additional rent payments for back-up electricity in respect of
such amperes of "back-up" electricity being so disconnected under this
SubArticle shall cease (with the last monthly installment thereof being prorated
for the period of such month prior to such 180th day).

               (4) If Tenant shall exercise the right to receive such back-up
electricity, to the extent such right shall not be waived pursuant to clause (1)
of this Sub-Article (G), Tenant shall pay all the costs and expenses of
connecting to the building generator and, to the extent such right shall not be
waived, cancelled or terminated, Tenant shall pay Landlord additional rent at
the rate of $0.14 per kilowatt hour for actual usage of such back-up
electricity. In connection with Tenant's disconnection to the building
generator, Tenant shall perform and complete, and fully pay for, the
Disconnection Work.

     40.  INTENTIONALLY OMITTED:

     41.  CONDITION OF PREMISES:

          Neither Landlord nor Landlord's agents have made any representations
or promises with respect to the physical condition of the building, the land or
the demised premises, the rents, leases, retable square foot area, usable square
foot area, expenses of operation or any other matter or thing affecting or
related to the demised premises or the building except as herein expressly set
forth and no rights, easements, or licenses are acquired by Tenant by
implication or otherwise except as expressly set forth in the provisions of this
lease. Tenant acknowledges that Tenant has examined the demised premises, the
utility systems serving the building, demised premises, and all fixtures and
equipment in or serving the demised premises on the date hereof (including all
connection points to the Class E fire alarm system on the 16th floor of the
building (Landlord represents that all such points will be functional on the
Commencement Date), it being understood that no reprogramming charges shall be
passed through to Tenant in connection 




therewith)(which fixtures and equipment shall remain Landlord's property and
which Tenant shall not remove from the demised premises or the building and
which Tenant will repair and maintain throughout the term of this lease) and is
thoroughly acquainted with their condition and has accepted the condition
thereof "as-is," and acknowledges that the taking of possession of the demised
premises by Tenant shall be conclusive evidence that the building, the demised
premises and the aforementioned utility systems and fixtures and equipment were
in good and satisfactory condition at the time possession was taken (Landlord
represents that the overhead doors of loading bay #21, freight elevator # F-8
and any other mechanical equipment in loading bay #21 shall be delivered to
Tenant in working order on the Commencement Date, except that it shall be
Tenant's responsibility as part of the Tenant Improvements to create the opening
for freight elevator #F-8 onto the 16th floor of the building), except as to
latent defects and as to the Tenant Improvements to be made by Tenant pursuant
to Article 44 of this lease, and Landlord shall not be obligated to make any
repairs, alterations or installations with respect thereto, except as otherwise
expressly set forth herein. Landlord represents that on the Commencement Date
there are no violations affecting the demised premises and the demised premises
is in conformance with all local laws and fire codes, except that there is a
violation affecting freight elevator #F-8, which Landlord is in the process of
removing and which Landlord shall complete the removal of, as soon as reasonably
possible after the date of this lease.

42.  ADJUSTMENT OF RENTS FOR CHANGES IN REAL ESTATE TAXES:

          (A) As used herein:

               (i) "Tax" or "Taxes" shall mean the real estate taxes and
assessments imposed upon the land and the building, including the taxes and
assessment of, or for, the 34th Street Business Improvement District. To the
extent that any assessments are payable in installments, only those installments
payable during the Base Tax Year or any Comparative Year shall be included in
the Taxes for such Year. Penalties and interest on Taxes and income, franchise,
transfer, inheritance, capital stock and other similar taxes shall be deemed
excluded from the term "Tax" or "Taxes" for the purposes hereof. However, if and
to the extent that, due to a change in the method of assessment or taxation, any
franchise, capital stock, capital rents, income, profits or other tax or charge
shall be substituted for the Taxes now or hereafter imposed upon the land and
the building, such franchise, capital stock, capital rents, income, profits or
other tax or charge, computed as if Landlord owned or operated no property other
than the land and the building, shall be deemed included in the term "Tax" or
"Taxes" for the purposes hereof.

               (ii) "Comparative Year" shall mean each fiscal tax year from July
1st to June 30th (or such other period as is hereafter declared to be the fiscal
tax year of the City of New York) subsequent to and including the Base Tax Year.

               (iii) "Tenant's Proportionate Tax Share" shall mean 3.58%.

               (iv) "Base Tax Year" shall mean the fiscal tax year from July 1,
1998 to June 30, 1999.

          (B) In the event that Taxes payable for any Comparative Year following
the Base Tax Year shall exceed the Taxes for the Base Tax Year, Tenant shall pay
Landlord, as additional rent for such Comparative Year, an amount equal to
Tenant's Proportionate Tax Share of the excess (which amount is hereinafter
called the "Tax Payment"). For the last Comparative Year during the term of this
lease, the Tax Payment shall be apportioned based on the number of days of the
term of this lease within such Comparative Year.

          (C) The Tax Payment shall be based upon a statement given by Landlord
to Tenant showing the computation of the Tax Payment, if any, payable for such
Comparative Year or the portion thereof that shall fall within the lease term,
together with a copy of the relevant tax bills. For each such year (or such
portion thereof) Tenant shall pay to Landlord additional rental, payable in
twelve equal monthly installments, due and payable in advance on the first day
of each month. In the event Landlord's statement is furnished to Tenant after
the commencement of such Comparative Year, Tenant shall promptly pay Landlord
any amount due to Landlord hereunder from the first day of such Comparative Year
to the last day of the month in which such statement is rendered to Tenant.




          (D) Subject to the further provisions of this Article, Landlord shall
be under no obligation to contest the Taxes or the assessed valuation of the
land and/or building for any Comparative Year, or to refrain from contesting the
same, and may settle any such contest on such terms as Landlord in its sole
judgment considers proper. If tenants of at least 65% of the total rentable area
of the building shall, by timely notice to Landlord, request Landlord to do so,
Landlord shall institute appropriate proceedings to reduce the Taxes for any
Comparative Year and use its best efforts to effect a reduction therein. Tenant
shall pay its share of the reasonable costs and expenses of such proceedings and
any litigation thereon, based upon the ratio of the rentable area of the demised
premises to the total rentable area represented by all tenants requesting
Landlord to institute such proceedings, as additional rent within fifteen (15)
days after Landlord's demand therefor, subject to recoupment from any refund
obtained. Landlord shall not compromise, cancel or withdraw such proceedings
which shall have been instituted at the request of tenants of 65% or more of the
total rentable area of the building unless it shall have first notified all such
requesting tenants of its proposal to do so and shall have not received, within
10 days thereafter, objections in writing from tenants of more than 50% of the
total rentable area represented by such requesting tenants, accompanied by
written agreements to reimburse Landlord forthwith for all of its costs and
expenses in connection with the proceedings and relieve Landlord of all of its
commitments in connection therewith, for which such objectors shall be liable
ratably according to their respective rentable areas in relation to the total
rentable area represented by all such objectors, subject to recoupment from any
applicable refund. Upon receipt of such objections, agreements and
reimbursements, Landlord shall transfer the responsibility for such proceedings
to said objectors who may carry on the same in their own names or Landlord's
name, as may be appropriate, at their own expense and shall be entitled to
recoupment for all of their costs and expenses from any refund obtained, but not
otherwise. If Landlord receives a refund of Taxes covering a period wherein
Tenant has made a Tax Payment, provided that Tenant is not then in default
beyond all applicable notice and cure periods under the Terms, covenants and
conditions of this lease, after deducting the expenses of such proceeding for
which Landlord has not been reimbursed, Landlord shall pay to Tenant Tenant's
Proportionate Tax Share of such refund, but not more than the amount of such Tax
Payment, such obligation to survive the termination of this lease.

43. ADDITIONAL RENTAL FOR OPERATING EXPENSES:

          (A) As used herein:

               (1) "Operating Expenses" shall mean any or all costs and expenses
paid or incurred by or on behalf of Landlord in connection with the operation,
cleaning, repair, safety, management, security and maintenance of the land and
the building of which the demised premises are a part, not reimbursed to
Landlord by any other tenant except pursuant to lease provisions similar to
those in this Article, including all expenses paid or incurred as a result of
Landlord's compliance with any of its obligations under this lease, and such
expenses shall include: (i) salaries, wages, and the cost of medical, surgical,
union and general welfare benefits (including group life insurance) and pension,
retirement or life insurance or similar benefit plan payments of employees
engaged in the operation and maintenance of the common areas of the building of
which the demised premises are a part who are not above the level of building
manager; the salaries and other benefits aforesaid of such employees servicing
the building shall be comparable with those of employees servicing buildings
similar to the building; (ii) social security, unemployment and other payroll
taxes, the cost of providing disability and workmen's compensation coverage,
uniforms and dry cleaning for the employees referred to in subdivision (i);
(iii) the cost of all charges for electricity, gas, steam, water (including
sewer rental), air conditioning and other fuel and utilities furnished to common
areas of the building, including any taxes on any such utilities; (iv) the cost
of all charges for rent, casualty, war risk insurance (if obtainable from the
government) and liability insurance for the building, such insurance to be in
such reasonable amounts and for such reasonable charges as a reasonable person
would obtain and pay for when acting prudently in the ownership of the building;
(v) the cost of all building and cleaning supplies, tools, materials and
equipment for the common areas of the building and charges for telephone for the
building provided such costs and charges are comparable with those of similar
buildings; (vi) the cost of all charges for window cleaning, concierge, guard,
watchmen and other security personnel, service or system, if any, provided such
costs and charges are comparable with those of similar buildings; (vii) the cost
of all structural repairs for the entire building and the cost of all repairs,
improvements and maintenance to the common 




areas of the building not reimbursed or paid by insurance or third parties;
(viii) fees of the managing agent, provided such fees are comparable with those
of managing agents of similar buildings; (ix) the cost of all charges for
sprinkler supervisory service in the building; (x) taxes (not including Taxes,
as defined in Article 42 or those excluded below); (xi) the cost of repairs,
maintenance and painting; (xii) charges of independent contractors performing
work included within this definition of Operating Expenses; (xiii) legal,
accounting and other professional fees and disbursements incurred in connection
with the operation and management of the building; (xiv) decorations (not
including individual tenants' premises); (xv) depreciation of hand tools and
other movable equipment used in the operation, cleaning, repair, safety,
management, security or maintenance of the building; (xvi) association fees and
dues; and (xvii) exterior and interior landscaping. To the extent that any item
of Operating Expenses reasonably varies with the tenant occupancy level of the
building; (xvi) association fees and dues and (xvii) exterior and interior
landscaping. To the extent that any item of Operating Expenses reasonably varies
with the tenant occupancy level of the building, such item of Operating Expenses
shall be calculated as if 95% of the rentable square footage of the building had
been leased to tenants; provided, however, if during any Operational Year
subsequent to the Expense Base Year the occupancy rate is greater than 95%, then
Landlord shall use such higher percentage for determining the variable expenses
for such Operational Year, and shall recalculate the Expense Base Year with
respect to such variable expenses as if the occupancy rate for the Expense Base
Year were the same as the occupancy rate for such Operational Year for which
such comparison is being made.

"Operating Expenses", however, shall not include

               (i)     real estate taxes;

               (ii)    assessments;

               (iii)   mortgage interest, principal, late fees, origination fees
                       and amortization;

               (iv)    rent under a ground, underlying or superior lease;

               (v)     maintenance of areas and facilities used exclusively by
                       one tenant, the cost of which is reimbursable to
                       Landlord;

               (vi)    brokerage commissions in connection with leasing or
                       mortgages;

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

               (viii)  expenditures for capital improvements other than those
                       which under generally applied real estate practice are
                       expenses or regarded as deferred expenses and other than
                       capital or structural expenditures made by reason of
                       legal requirements or insurance requirements (except that
                       any expenditures for capital improvements required by
                       Local Law No. 5 of the City of New York shall not be
                       deemed "Operating Expenses" hereunder), in any of which
                       cases the cost thereof shall be included in Operating
                       Expenses for the Operational Year in which the costs are
                       incurred and subsequent Operational Years, amortized on a
                       straight-line basis over an appropriate period based upon
                       the estimated useful life of the improvement, with an
                       interest factor equal to the Interest Rate referred to in
                       Article 56(B) hereof, at the time of Landlord's having
                       made such expenditure.

               Notwithstanding anything in this Article to the contrary, the
following costs and expenses shall be excluded or deducted from Operating
Expenses, as applicable: (1) costs of constructing, altering, painting and
decorating for any tenant's or other occupant's space; (2) expenses incurred for
construction to prepare space in the building for lease to other parties; (3)
Landlord's income and franchise taxes; (4) depreciation of the building; (5)
advertising and promotional costs in connection with leasing space in the
building to third parties or the sale of the building or any portion thereof;
(6) attorneys' fees and expenses in connection with leasing activities, a sale
or financing of the building (or any portion thereof), or litigation with, or
disputes or negotiations relating to, tenants, subtenants or other occupants of
the building or 




contractors or materialmen performing work or supplying materials for space
leased to tenants, subtenants or other occupants of the building; (7) amounts
recovered by Landlord as insurance proceeds or condemnation awards to the extent
they are compensation for sums previously included in Operating Expenses
hereunder or which Landlord would have received had it maintained the insurance
required of Landlord hereby; (8) that portion of the salaries, benefits and
other compensation of Landlord's part-time employees which does not relate to
services performed in the building; (9) amounts paid to any principals of
Landlord and their families and its affiliates if and only to the extent that
they exceed the amounts which would have been paid in the absence of such
relationship; (10) the cost of electricity furnished to the demised premises or
any other space leased to tenants or occupants of the building; (11) charitable
donations and voluntary contributions of Landlord; (12) the costs of leasehold
improvements contributed to or made for tenants of the building in order to
prepare portions of the building for occupancy by a new tenant; (13) the cost of
any repair or other work necessitated by the gross negligence or willful
misconduct of Landlord or its agents or employees or contractors or by
condemnation, fire or other casualties; (14) any damages paid or incurred as a
result of any gross negligence or willful misconduct, or any breach of any lease
of space in the building, by Landlord or any of its agents or employees, and any
attorneys' fees, disbursements and other costs paid or incurred in the
investigation, defense and settlement of claims therefor; (15) the costs for
sculptures, paintings and other objects of fine art purchased by Landlord and
located within or outside the building; (16) the costs of performing work or
furnishing services to or for any tenant, other than Tenant, at Landlord's
expense to the extent same is in excess of any work or services provided to
Tenant or generally to tenants at Landlord's expense. Operating Expenses shall
also exclude or be reduced by, as applicable, any sums actually received by
Landlord (other than pursuant to an operating expense escalation provision
similar to that in this Article) from any unaffiliated third party with respect
to an item or cost that is otherwise included in Operating Expenses.

          If Landlord shall purchase any item of capital equipment or make any
capital expenditure which has the effect of reducing the expenses which would
otherwise be included in Operating Expenses, then the costs of such capital
equipment or capital expenditure are to be included in Operating Expenses for
the Operational Year in which the costs are incurred and subsequent Operational
Years, amortized on a straight-line basis over such period of time as Landlord
reasonably estimates such savings or reductions in Operating Expenses are
expected to equal Landlord's costs for such capital equipment or capital
expenditure with an interest factor equal to the Interest Rate referred to in
Article 56(B) hereof at the time of Landlord's having made said expenditure. If
Landlord shall lease any items of capital equipment designed to result in
savings or reductions in expenses which would otherwise be included in Operating
Expenses, then the rentals and other costs paid pursuant to such leasing shall
be included in Operating Expenses for the Operational Year in which they were
incurred.

          (2) "Operational Year" shall mean each period of twelve consecutive
calendar months subsequent to and including the Expense Base Year.

          (3) "Projected Operating Expenses" shall mean the Actual Operating
Expenses for the prior Operational Year plus or minus known fixed increases or
decreases. The resultant amount shall be used as a basis for determining the
additional rental payable by Tenant for the next succeeding Operational Year.

          (4) "Actual Operating Expenses" shall mean the total of all Operating
Expenses incurred by Landlord for the preceding Operational Year and shall be
used as a basis of adjustment as provided in Sub-Article 43(B).

          (5) "Expense Base Year" shall mean the calendar year 1998.

          (6) "Tenant's Proportionate Operating Share" shall be 3.584%.

     (B) If the Operating Expenses for any Operational Year shall be greater
than the Operating Expenses for the Expense Base Year, Tenant shall pay to
Landlord Tenant's Proportionate Operating Share of the difference, except that
if the term of this lease shall expire on any day other than the 31st day of
December, then, for the Operational Year in which the term of this lease shall
expire, Tenant shall pay to Landlord Tenant's Proportionate Operating Share of a
fraction of such difference, the denominator of which shall be 365 and the
numerator of 



which shall be the number of days that shall have elapsed from January 1st of
such Operational Year to and including the date of the expiration of the term of
this lease.

     Tenant shall pay Landlord as additional rental on the first day of each
month in advance, commencing no earlier than January 1, 1999, a sum equal to
one-twelfth of Tenant's Proportionate Operating Share of the excess, if any, of
the Projected Operating Expenses for the current Operational Year over the
Actual Operating Expenses for the Expense Base Year. In the event Landlord's
statement therefor is furnished to Tenant after the commencement of such current
Operational Year, Tenant shall pay Landlord, within ten (10) days after demand
therefor, any amount due to Landlord under the preceding sentence hereof from
the first day of such current Operational Year to the last day of the calendar
month in which such statement is rendered to Tenant. As soon as the same is
available after the expiration of each Operational Year, Landlord shall furnish
Tenant a written detailed statement of the Actual Operating Expenses incurred
for such Operational Year, accompanied by a certified financial statement. In
the event that such statement discloses that the additional rental paid by
Tenant as Tenant's Proportionate Operating Share of the excess of the Projected
Operating Expenses for such Operational Year over the Actual Operating Expenses
for the Expense Base Year was in excess (the "Excess") of Tenant's Proportionate
Operating Share of the excess of the Actual Operating Expenses for such
Operational Year over the Actual Operating Expenses for the Expense Base Year,
then and in such event the amount of the Excess shall be credited by Landlord to
any amounts of fixed rent or additional rent thereafter payable by Tenant. In
the event that the statement discloses that Tenant's Proportionate Operating
Share of the excess of the Actual Operating Expenses for such Operational Year
over the Actual Operating Expenses for the Expense Base Year exceeded the amount
paid by Tenant as Tenant's Proportionate Operating Share of the excess of the
Projected Operating Expenses for such Operational Year over the Actual Operating
Expenses for the Expense Base Year, Tenant shall pay to Landlord, within ten
(10) days after the rendition of such statement, the amount of the deficiency
shown on said statement.

     Landlord's and Tenant's obligations hereunder with respect to periods
within the term of this lease shall survive the expiration of the term of this
lease. All payments hereunder shall be additional rent.

     (C) Every notice or statement given by Landlord pursuant to Sub-Article (B)
shall be conclusive and binding upon Tenant unless (i) within one (1) year after
the receipt by Tenant of such notice or statement (including with regard to the
Actual Operating Expenses for the first Operational Year after the Expense Base
Year), Tenant shall notify Landlord that it disputes the correctness of the
notice or statement, specifying the particular respects in which the notice or
statement is claimed to be incorrect, and (ii) if such dispute shall not have
been settled by agreement, Tenant shall submit the dispute within 45 days after
mailing of Tenant's notice of dispute to a reputable independent firm of
certified public accountants, selected by Landlord and approved by Tenant, which
approval shall not be unreasonably withheld or delayed, and which approval shall
be given as long as such certified public accounting firm is one of the
following accounting firms: Ernst & Young, Price Waterhouse, Arthur Andersen,
KPMG Peat Marwick, Coopers & Lybrand and Deloitte & Touche, and not regularly
employed by Landlord or any affiliate of Landlord. The accountants shall be
permitted to select only Landlord's position or Tenant's position, and the
decision of such accountants shall be conclusively binding upon the parties. The
fees and expenses involved in such decision shall be borne by the unsuccessful
party. Pending the determination of such dispute by agreement or decision of the
accountants as aforesaid, Tenant shall pay additional rent in accordance with
Landlord's notice or statement and such payment shall be without prejudice to
Tenant's position. If such accountants shall determine that Landlord's statement
overstated the amount of the payment for the applicable period, Tenant shall be
entitled to credit the excess amount paid by it against the next accruing
monthly installments of fixed rent and additional rental hereunder, with
interest at the Interest Rate.

     (D) Landlord agrees to cause its managing agent to keep complete and
accurate books and records of Operating Expenses and to grant Tenant reasonable
access to the books and records of Landlord's managing agent for the purpose of
verifying Operating Expenses and to furnish Tenant at Tenant's expense copies of
any and all bills and vouchers relating thereto 




reasonably requested by Tenant. Tenant recognizes the confidential nature of
such books, records, bills and vouchers and agrees to maintain the information
obtained in strict confidence.

44.  TENANT'S INITIAL WORK AND LANDLORD'S WORK CONTRIBUTION:

     (A) Tenant intends to perform Tenant Improvements (as hereinafter defined),
in compliance with Articles 3 and 45 and all the other terms, covenants and
conditions of this lease, and incur Tenant Improvement Expenses (as hereinafter
defined) in connection with Tenant's initial occupancy of the demised premises
and Landlord has agreed to provide Landlord's Work Contribution to Tenant, in
accordance with and subject to the terms and conditions of this Article 44 and
the other terms and conditions of this lease, to enable Tenant to fund the
Tenant Improvement Expenses.

     As used in this lease, the following terms shall have the following
meanings:

          (1) "Landlord's Work Contribution" shall mean an amount not more than
$2,954,040.

          (2) "Tenant Improvements" shall mean only alterations, additions,
installations, decorations, furniture, fixtures, furnishings and equipment in
and to the demised premises upon Tenant's initial occupancy of the demised
premises, including construction, design, architectural and engineering fees and
consultants' fees, but excluding attorneys' or accountants' fees, and excluding
costs of repairs, maintenance, insurance, utilities, and other expenses required
to be incurred by Tenant by any provision of this lease; included in the term
"Tenant Improvements" shall be the following work:

               (a) HVAC SYSTEM. Furnishing and installation of a 200 ton HVAC
system on the upper roof of the 16th floor of the building, with the
specifications therefor to be determined by Tenant, subject to Landlord's prior
written consent, not to be unreasonably withheld or delayed.

               (b) DEMOLITION. Demolition of the entire premises, including
removal of all SAC units and equipment used by prior tenants, located in the
demised premises on the date of this lease.

               (c) PERIMETER HEATING. Furnishing and installation of perimeter
heating throughout the demised premises.

               (d) ADA COMPLIANT BATHROOMS. Furnishing and installation of new
ADA compliant men's and ladies' bathrooms in the demised premises consistent
with such bathrooms on the 11th and 12th floors of the building.

               (e) FLOOR. Removal of the waterproof membrane from the skating
rink area, raising the skating rink area so that it is level with the balance of
the floor and patching and leveling the entire floor consistent with industry
standards.

               (f) BASE BUILDING ASBESTOS AND OTHER HAZARDOUS MATERIAL.
Obtaining and providing Form ACP-5 and Form ACP-7 in connection with Tenant's
application to the Building Department for an alterations permit, and removal of
all hazardous material, including asbestos (including any asbestos in the floor
membrane of the demised premises), in the demised premises on the date of this
lease.

          (3) "Tenant Improvement Expenses" shall mean only Tenant's
out-of-pocket expenses incurred in performing Tenant Improvements.

     (B) Subject to the terms and provisions hereof, Landlord shall disburse
amounts to Tenant from Landlord's Work Contribution to reimburse Tenant for the
Tenant Improvement Expenses. If after disbursement to Tenant of all amounts
necessary to reimburse Tenant for all Tenant Improvement Expenses, there remain
amounts of Landlord's Work Contribution which have not been disbursed, Landlord
shall have no further obligation to pay any such undisbursed amounts to Tenant.




     (C) Tenant shall perform the Tenant Improvements in accordance with all the
terms, covenants and conditions of Articles 3 and 45 of this lease and of this
Article. The Tenant Improvements shall be performed in a good and workmanlike
manner, using new materials and in accordance with good construction practice
and in substantial accordance with Tenant's plans, as approved by Landlord as
provided in Articles 3 and 45 of this lease. Tenant shall have the right to
employ contractors of its choosing to perform the Tenant Improvements, subject
to Landlord's approval, not to be unreasonably withheld or delayed. If Landlord
shall not disapprove Tenant's plans and specifications and Tenant's contractors,
stating in reasonable detail the reasons for such disapproval, within ten (10)
business days after Landlord shall have received Tenant's submission thereof,
such plans and specifications and such contractors submitted by Tenant, as the
case may be, shall be deemed approved by Landlord.

     (D) To the fullest extent permitted by law, Tenant shall indemnify and hold
harmless Landlord from and against all claims, actions and proceedings commenced
by third parties, including any entities or persons in any way related to or
affiliated with Tenant, Tenant's contractors, subcontractors, and their
respective suppliers and materialmen, arising out of or resulting from the
performance of the Tenant Improvements and any applicable law pertaining to such
performance, including all damages, losses, fines, penalties and reasonable
attorneys' fees and disbursements resulting from any such claim, action or
proceeding, to the extent that any such claim, damage, fine, penalty, loss or
expense (A) (1) is attributable to bodily injury, sickness, disease or death, or
to injury to or destruction of tangible property (other than the Tenant
Improvements themselves), and (2) is caused by the act, carelessness, neglect or
improper conduct of Tenant, any architect, contractor, engineer or subcontractor
to the extent retained by and/or acting on behalf of Tenant, anyone directly or
indirectly employed by any one of them or any party for whose acts any of them
may be liable, or (B) arises out of or is attributable to Tenant's failure to
comply with any legal requirements or insurance requirements pertaining to the
performance of Tenant Improvements, including the requirement to obtain all
initial certificates and permits necessary for Tenant to initially occupy the
demised premises which Tenant is, by the terms of this lease, required to
obtain; provided that no such indemnity shall exist to the extent that any of
the foregoing liability is attributable to the negligence or willful misconduct
of Landlord, its agents, contractors or employees (but Tenant and Tenant's
agents, contractors or employees shall not be deemed to be agents, contractors
or employees of Landlord).

     (E) (1) Tenant shall submit monthly requisitions upon receipt to Landlord
("Work Requisitions") with respect to Tenant Improvements, setting forth in
reasonable detail and in accordance with mutually agreed upon trade payment
breakdowns and on the percentage of completion basis provided in accordance with
the contract in question (i) the cost incurred by Tenant ("Tenant's Work Cost")
in connection with such Tenant Improvements during the preceding month and, to
the extent not covered by an earlier Work Requisition, in any prior month, which
cost shall include the cost of any materials or equipment to be included in such
work and either stored on the job site or if not, then stored elsewhere and
required to be paid for under the contract in question, or any sums paid or
deposited on account of any materials or equipment to be furnished or installed
in connection with such work, and Tenant shall attach thereto invoices
substantiating the payment of such costs, and (ii) the sums held back or
retained by Tenant for such billing period from the Tenant's general contractor
or construction manager, as the case may be, and others in connection with
Tenant Improvements, which shall equal such reasonable retainage as Tenant shall
have negotiated. The amount requested shall equal the amount determined under
clause (i) less the amount determined under clause (ii). Each Work Requisition
shall be accompanied by a certificate of Tenant's general contractor or
construction manager, as the case may be, and of Tenant's architect that the
Tenant Improvements performed were performed substantially in accordance with
Tenant's plans, as approved by Landlord, and a certificate of Tenant's Chief
Financial Officer certifying that all costs for which Tenant seeks reimbursement
have been incurred by Tenant, and were not previously reimbursed by Landlord to
Tenant hereunder and all such costs are Tenant Improvement Expenses.

          (2) Within 10 days after the receipt of each such Requisition,
Landlord shall issue a certificate of payment, together with payment of all
amounts set forth in such certificate, to Tenant for the amount of such
Requisition which Landlord determines is properly due. If Landlord determines
that all or any part of a Requisition is not properly due, Landlord shall give
notice to Tenant, within such 10-day period, setting forth in reasonable detail
the grounds 




therefor. Grounds, among others, upon which Landlord may determine that the
amount of a Work Requisition is not properly due are (i) defective work which
has not been corrected and the aggregate cost of correction is greater than the
aggregate amount of the then existing retainage being held under contracts for
such work, (ii) work (other than defective work) which has not been performed
substantially in accordance with Tenant's plans, as approved by Landlord and
(iii) any material inaccuracies in the Work Requisition, including the
percentage of completion achieved, if applicable. Landlord shall nonetheless
issue a certificate of payment and make payment with respect to the portion of
the Requisition that is so approved by Landlord. When such grounds are removed,
Landlord shall certify for payment and make payment of the amount that Landlord
previously determined should be withheld because of them.

          (3) With respect to each Requisition, the amount thereof shall be
deemed due from and paid by Landlord as a charge against Landlord's Work
Contribution in accordance with Subdivision (5) below until Landlord's Work
Contribution shall have been exhausted, and thereafter Tenant shall pay all
amounts necessary to complete the Tenant Improvements.

          (4) Tenant shall have the right to dispute any determination made by
Landlord under subdivision (2) above by submitting such dispute to speedy
arbitration before the American Arbitration Association in New York City, to be
decided in accordance with its rules, except that the arbitrators shall be free
to select as their decision only Landlord's position or Tenant's position and
the substantially unsuccessful party shall pay the costs and expenses, including
reasonable attorneys' fees, of the substantially successful party.

          (5) Notwithstanding anything to the contrary contained in this
Article, if at the time any Requisition is paid or required to be paid, Tenant
shall be in default under any of the terms of this lease, Landlord shall have no
obligation to pay any Requisition, whether or not approved, and Tenant shall
advance the full amount of such Requisition, but only in the event Tenant shall
cure such default Landlord shall promptly reimburse Tenant for such payment (or
pay such Requisition, as the case may be, to the extent that Tenant shall have
not prior thereto advanced payment of such Requisition) to the extent of any
Landlord's Work Contribution which has not been exhausted.

     (F) Tenant shall, within 30 days after executing the contract with its
general contractor or construction manager for the Tenant Improvements and each
30 days thereafter, furnish to Landlord, solely for information purposes, a
current reasonably estimated, progress schedule with respect to the performance
of the Tenant Improvements.

     (G) To the extent possible, Tenant shall arrange to perform the Tenant
Improvements so that as little overtime work as possible is performed and as few
additional personnel are used, and Landlord shall cooperate with Tenant in
connection therewith, so that the Tenant Improvements shall be performed as
efficiently as possible.

     (H) Prior to final payment for the Tenant Improvements, Tenant shall cause
the general contractor or construction manager, as the case may be, to deliver
to Landlord all of the mylar reproducible "as-built" drawings for the Tenant
Improvements, as well as a single shop drawing showing all mechanical and
sprinkler installations and lighting fixtures within hung ceilings of each
portion of the demised premises which was submitted by the general contractor or
construction manager, as the case may be, and approved by Landlord prior to the
installation of such work.

     (I) Each contract or subcontract which Tenant, its general contractor or
construction manager enters into with respect to the performance of any portion
of the Tenant Improvements shall provide in substance that the contractor or
subcontractor, as the case may be, shall not be paid for any defective work
which has not been remedied; provided that Tenant may elect to advance all or
any part of such withheld funds to pay for any such defective work without
reimbursement from Landlord, and Landlord shall so reimburse Tenant in
accordance with and subject to the terms of this Article when such defect is
remedied.

     (J) Notwithstanding any provision of this Article to the contrary, any item
which this Article expressly provides to be paid or deemed due from Landlord as
a charge against Landlord's Work Contribution shall only be required to be paid
by or deemed due from Landlord to the extent such item, when aggregated with the
amount of all other items previously charged 




against Landlord's Work Contribution, shall not exceed the total sum of
Landlord's Work Contribution.

     (K) If Landlord shall fail to make payment to Tenant of any Requisition
which is required to be paid to Tenant under this Article and if Tenant shall
recover a final judgment against Landlord as a result of such failure of
Landlord, Tenant may offset the amount of such final judgment against the fixed
rent and additional rent thereafter coming due under this lease. The
substantially prevailing party in Tenant's action to obtain such final judgment
shall be entitled to recover its reasonable legal fees in such action against
the other party to such action. If Landlord is such substantially prevailing
party, the amount of Landlord's reasonable legal fees shall be deemed to be
additional rent under this lease, due and payable within ten (10) days after
Landlord's demand therefor, and if Tenant is such substantially prevailing
party, the amount of Tenant's reasonable legal fees may be offset against the
fixed rent and additional rent thereafter coming due under this lease.

45.  TENANT'S CHANGES:

     Supplementing the provisions of Article 3:

     (A) Tenant may from time to time during the term of this lease with
Landlord's prior written consent, not to be unreasonably withheld or delayed, at
Tenant's expense, make such alterations, installations, additions, improvements
and decorations (including, without limitation, construction of a mezzanine to
the maximum size permitted by applicable law (and the same shall not be the
basis for an increase in fixed rent or additional rent), and installation of
skylights within the demised premises through the upper roof of the 16'h floor
of the building, subject to all of the other terms and conditions of this
Article and of the remainder of this lease and subject to Landlord's right, in
Landlord's sole discretion, to require Tenant at the expiration of the term of
this lease, at Tenant's sole cost and expense, to remove such mezzanine and
skylights and to restore the affected areas to their condition existing
immediately prior to the construction of such mezzanine and skylights, Landlord
agreeing to cooperate, at no cost or expense to Landlord, with Tenant in
connection with Tenant's obtaining all necessary governmental approvals for the
construction and installation of such mezzanine and skylights) (hereinafter
collectively called "changes" and as applied to changes provided for in this
Article, "Tenant's Changes", it being understood and agreed that such term
includes all Tenant Improvements, as such term is defined in Article 44, and all
work which any other provision of this lease authorizes Tenant to perform, it
being understood that, notwithstanding the provisions of Article 44 or any other
such provision of this lease, such work shall be performed subject to the terms
and conditions of this Article), in and to the demised premises, but excluding
structural changes or changes adversely affecting the systems of the building,
as Tenant may reasonably consider necessary or desirable for the conduct of its
business in the demised premises on the following conditions:

          (i) The strength of the building, or of any of the columns and beams
of the building shall not be affected.

          (ii) No part of the building outside of the demised premises shall be,
directly or indirectly, physically or aesthetically affected.

          (iii) The proper functioning of any of the mechanical, electrical,
sanitary and other service systems of the building shall not be adversely
affected, or the usage of such systems by Tenant shall not be materially
increased.

          (iv) In performing the work involved in making such changes, Tenant
shall be bound by and observe all of the conditions and covenants contained in
the following sections of this Article, in all the other Articles of this lease,
and in the Rules and Regulations.

          (v) Before proceeding with any change Tenant shall submit to Landlord
plans and specifications for the work to be done. If Landlord shall not
disapprove the plans and specifications submitted by Tenant, stating in
reasonable detail the reasons for such disapproval, within ten (10) business
days (or with respect to the plans and specifications for the construction of
the mezzanine and installation of skylights, within fifteen (15) business days)
after Landlord shall have received Tenant's submission thereof, such plans and
specifications submitted by Tenant shall be deemed approved by Landlord.




          (vi) In Landlord's reasonable judgment, the outside appearance of the
building shall not be adversely affected, except that changes may be made to the
Roof/Set-Back Area as provided in Article 59 of this lease.

          (vii) All contractors and subcontractors shall be selected by Tenant
from Landlord's list of approved contractors and subcontractors, and if Tenant
uses any of the contractors or subcontractors on Landlord's list, such
contractors or subcontractors shall be deemed approved by Landlord for the work
for which Tenant has requested such list, or if none of such contractors or
subcontractors on Landlord's list are acceptable to Tenant, Tenant shall submit
the names of the contractors or subcontractors which Tenant desires to use, for
Landlord's consent, which shall not be unreasonably withheld or delayed. If
Landlord shall not disapprove the contractors or subcontractors submitted by
Tenant, stating in reasonable detail the reasons for such disapproval, within
ten (10) business days after Landlord shall have received Tenant's submission
thereof, such contractors or subcontractors submitted by Tenant shall be deemed
approved by Landlord. It is understood that this clause (vii) applies to repairs
to be made by Tenant pursuant to Article 4 of this lease.

          (viii) Tenant shall reimburse Landlord on demand, as additional rent,
for Landlord's actual out-of-pocket expenses incurred in connection with
Landlord's review of plans and other construction documents (as well as any
other review work provided elsewhere in this lease).

          (ix) Landlord may require Tenant to perform all such work at such
times and in such manner as to minimize interference with the use of the
building by the other tenants and occupants thereof, including, if necessary,
performing such work on an "overtime" basis where it is reasonably anticipated
that there may be such interference.

          (x) Tenant shall use William Vittacco Associates, presently located at
60 Hudson Street in Manhattan, or its successor if such firm as Tenant's
expediters for matters relating only to the change to the Certificate of
Occupancy.

          Notwithstanding the foregoing, Tenant may, without the consent of
Landlord, paint, carpet and perform similar decorative changes, and may make
other non-structural changes to the demised premises, that cost $100,000 or less
at any one time, provided that such changes do not adversely affect the
structure or systems of the building and do not affect space outside the demised
premises.

     (B) Tenant, at its expense, shall obtain all necessary governmental and
quasi-governmental permits, approvals and certificates for the commencement and
prosecution of Tenant's Changes before performing any Tenant's Changes, and for
final approval thereof upon completion, and shall cause Tenant's Changes to be
performed in compliance therewith and with all applicable laws and requirements
of public authorities, and with all applicable requirements of insurance bodies,
and in good and workmanlike manner, using materials and equipment at least equal
in quality and class to the original installations in the building. All fixtures
and all paneling, partitions (except to the extent moveable without damage to
the demised premises), railings and like installations and all other property
installed by Tenant shall be deemed to be part of the demised premises. Tenant's
Changes shall be performed in such manner as not to unreasonably interfere with
or delay or impose any additional expense Upon Landlord in the maintenance or
operation of the building unless Tenant shall indemnify Landlord therefor to the
latter's reasonable satisfaction. Throughout the performance of Tenant's
Changes, Tenant, at its expense shall carry, or cause to be carried, with
respect to all workmen performing the same workmen's compensation insurance in
statutory limits and general liability, personal and property damage insurance
for any occurrence in or about the building arising out of the work, the
policies and certificates for which shall name Landlord and its agents as
parties insured, in such limits as Landlord may reasonably prescribe, with
insurers satisfactory to Landlord. Tenant shall furnish Landlord with reasonably
satisfactory evidence that such insurance is in effect at or before the
commencement of Tenant's Changes and, on request, at reasonable intervals
thereafter during the continuance of Tenant's Changes. In Landlord's sole
discretion, at the expiration of the term, Tenant, at Tenant's sole cost and
expense, shall remove any alterations made by Tenant (or Landlord on Tenant's
behalf) to the Roof/Set-Back Area and restore the affected area to its condition
existing immediately prior to the construction of such alterations. In
Landlord's sole discretion, at the expiration of the term, Tenant shall also be
required, at Tenant's sole cost and 




expense, to remove the mezzanine and skylights, as provided above, and any
installations which are special to Tenant's use of the demised premises, such
installations including by way of example only, internal stairways, health
facilities, cafeterias, computer rooms, vaults and safes of unusual size,
antennae, microwave dishes and any improved penetrations to the exterior of the
building, and to restore the affected areas to their condition existing
immediately prior to the construction of such installations, but Tenant shall
not be required to remove any other installations at the expiration of this
lease.

     (C) Tenant, at its expense, and with diligence and dispatch, shall procure
the cancellation or discharge of all notices of violation arising from or
otherwise connected with Tenant's Changes which shall be issued by the
Department of Buildings or any other public authority having or asserting
jurisdiction. Tenant shall defend, indemnify and save harmless Landlord against
any and all mechanic's and other liens filed in connection with Tenant's
Changes, including the liens of any conditional sales of, or chattel mortgages
upon, any materials, fixtures or articles so installed in and constituting part
of the demised premises and against all costs, expenses and liabilities incurred
in connection with any such liens, conditional sale or chattel mortgage or any
action or proceeding brought thereon. Tenant, at its expense, shall procure the
satisfaction or discharge by bonding or otherwise of all such liens within
thirty (30) days after Landlord makes written demand therefor. However, nothing
herein contained shall prevent Tenant from contesting in good faith and at its
own expense any such notice of violation provided that:

          (1) Landlord shall not be subject to criminal penalty or to
prosecution for a crime (unless such prosecution is stayed) nor shall the
demised premises or any part thereof be subject to being condemned or vacated,
by reason of noncompliance or otherwise by reason of such contest;

          (2) Tenant shall defend, indemnify and hold harmless Landlord against
all liability, loss or damage which Landlord shall suffer by reason of such
non-compliance or contest, including reasonable attorney's fees and other
expenses reasonably incurred by Landlord;

          (3) such non-compliance or contest shall not constitute or result in
any violation of any superior lease or superior mortgage, or if such superior
lease and/or superior mortgage shall permit such non-compliance or contest on
condition of the taking of action or furnishing of security by Landlord, such
action shall be taken and such security shall be furnished at the expense of
Tenant; and

          (4) Tenant shall keep Landlord advised as to the status of such
proceedings.

          Without limiting the application of subdivision (1) above thereto,
Landlord shall be deemed subject to prosecution for a crime within the meaning
of said subdivision, if Landlord, or any officer of Landlord individually, is
charged with a crime of any kind or degree whatever, whether by service of a
summons or otherwise, unless such charge is withdrawn before Landlord or such
officer (as the case may be) is required to plead or answer thereto.

     (D) Landlord shall cooperate with Tenant to procure and maintain, without
expense or liability on the part of the Landlord (unless indemnified to
Landlord's reasonable satisfaction), any of the governmental permits and
certificates referred to in "(B") above.

     (E) Tenant agrees that the exercise of its rights pursuant to the
provisions of this Article shall not be done in a manner which would create any
work stoppage, picketing, labor disruption or dispute or violate union contracts
affecting the land and building nor unreasonable interference with the business
of Landlord or any tenant or occupant of the building.

     (F) Tenant shall defend, indemnify and save harmless Landlord from and
against any damage to the building and from and against any claims for damages
or injuries or loss of life resulting from all demolition and construction in
connection with Tenant's Changes, except to the extent any of the foregoing are
caused by the negligence of Landlord, its agents, contractors or employees.




46.  BROKER:

     Tenant warrants and represents that it has dealt with no brokers other than
Insignia/Edward S. Gordon Company Inc. ("Gordon") and Newmark & Company Real
Estate, Inc. ("Newmark") in connection with this lease. Tenant agrees to
indemnify, defend and hold Landlord harmless, including reasonable attorneys'
fees and expenses, against any claims for brokerage commission in connection
with this lease arising out of any conversations or negotiations had by Tenant
with any broker other than Gordon and Newmark. Landlord will pay the leasing
commission due to Gordon and Newmark pursuant to a separate agreement or
agreements and will indemnify Tenant for all claims of brokers which have dealt
with Landlord in connection with this lease and not dealt with Tenant.

47.  EXCULPATORY CLAUSE:

     If Landlord or any successor in interest be an individual, joint venture,
tenancy-in-common, co-partnership, unincorporated association, limited liability
company or other unincorporated aggregate of individuals (all of which are
referred to below, individually and collectively, as an "unincorporated
landlord"), then, anything elsewhere to the contrary notwithstanding, Tenant
shall look solely to the estate and interest of Landlord in the land and
building (including all insurance and condemnation proceeds, but only to the
extent not used for repair or restoration of the demised premises or building)
of which the demised premises are a part, for the satisfaction of Tenant's
remedies for the collection of a judgment (or other judicial process) or
arbitration award or decision requiring the payment of money by Landlord in the
event of any default or breach by Landlord with respect to any of the terms,
covenants, and conditions of this lease to be observed and/or performed by
Landlord, and no other property or assets of such unincorporated landlord shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies.

     If Landlord or any successor in interest be a corporation, then, anything
elsewhere to the contrary notwithstanding, Tenant shall look solely to the
estate and interest of such incorporated Landlord in the land and building
(including all insurance and condemnation proceeds, but only to the extent not
used for repair or restoration of the demised premises or building) for the
satisfaction of Tenant's remedies in the event of a breach or default by
Landlord of any of its obligations under this lease. Landlord represents that it
is the fee owner of the building and land and that it has the authority to
execute and deliver this lease.

48.  INDEMNITY - LIABILITY INSURANCE:

     Tenant shall indemnify and save harmless Landlord and its agents against
and from (i) any and all claims (a) arising from (x) the conduct or management
of the demised premises or of any business therein, or (y) any work or thing
whatsoever done, or any condition created in or about the demised premises
during the term hereof or during the period of time, if any, prior to the
Commencement Date that Tenant may have been given access to the demised
premises, except to the extent arising out of the negligence or willful
misconduct of Landlord, its agents, employees or contractors (but Tenant and
Tenant's agents, employees or contractors shall not be deemed to be agents,
employees or contractors of Landlord) or (b) arising from any negligent or
otherwise wrongful act or omission of Tenant or any of its subtenants or
licensees or their employees, agents, visitors, invitees or contractors or
subcontractors of any tier, and (ii) all costs, expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred in or in
connection with each such claim or action or proceeding brought thereon. In case
any action or proceeding be brought against Landlord by reason of any such
claim, Tenant, upon notice from Landlord, shall resist and defend such action or
proceeding at Tenant's expense by counsel selected by Tenant and reasonably
satisfactory to Landlord (any counsel selected by Tenant's insurance carrier
shall be deemed approved by Landlord), without any disclaimer of liability in
connection with such claim.

     Tenant covenants, at Tenant's sole cost and expense, to provide on or
before the Commencement Date and to keep in force during the term hereof for the
benefit of Landlord, Landlord's agent and Tenant a comprehensive policy or
policies of liability insurance protecting Landlord, Landlord's agent, and
Tenant against any liability whatsoever occasioned by an accident on or about
the demised premises or any appurtenances thereto or in connection with the use
and occupancy of the demised premises or any part thereof, with the limits of
liability 




thereunder not being less than the amount of Ten Million ($10,000,000.00)
Dollars for personal injury or death per person and per occurrence and for
property damage, such limits of insurance being subject to such reasonable
increase as Landlord may from time to time (but not more frequently than once in
any 12 month period) reasonably require so that the amount thereof is sufficient
in Landlord's reasonable judgment to protect Landlord's interests.

     The aforesaid comprehensive policy or policies of liability insurance
(which may include umbrella coverage) shall include a broad form contractual
liability endorsement protecting Tenant against loss arising out of liabilities
for bodily injury, death or property damage assumed by Tenant under this lease
by indemnity or otherwise and shall also contain a severability clause or
endorsement pursuant to which each named insured and additional insured shall be
entitled to the protection of such policy with respect to liabilities to the
other named and additional insured.

     Tenant shall also provide on and before the Commencement Date and keep in
force during the term hereof "all risk", extended coverage property insurance
covering all of Tenant Changes and all of Tenant's property in or on the demised
premises to a limit of not less than 100% of the full replacement cost thereof,
but, in any event, in an amount sufficient to avoid the effects of co-insurance
in the event of loss, protecting, as named insured, Landlord, Landlord's agent
and Tenant.

     Such policy or policies shall be written by good solvent insurance
companies, licensed to do business in New York State carrying a Best's (or
successor rating organization) rating of A, Category X or the then equivalent of
such rating, or the next lower rating if there shall not be at least two (2)
such insurers carrying such a rating and writing such insurance for quality
buildings in Manhattan.

     All such insurance may be carried under a blanket policy or policies
covering the demised premises and other locations of Tenant (provided such
blanket policies shall otherwise comply with the provisions of this Article and
shall afford the same protection to Landlord as would be provided by policies
individually applicable to the demised premises or Tenant's Changes and Tenant's
property, as the case may be) and may contain deductible provisions totalling no
more than $15,000.00 for the first five years of the initial term, $30,000.00
for the balance of the initial term and $50,000.00 for the renewal term.

     Prior to the Commencement Date and thereafter at least thirty (30) days
prior to the expiration of any such policy, Tenant agrees to deliver to Landlord
either a duplicate original of each policy or a certificate or certificates
evidencing such insurance, provided said policy and said certificate or
certificates contain an endorsement that such insurance may not be cancelled
except upon thirty (30) days' prior written notice to Landlord, together with
evidence of payment for the policy.

     Tenant's failure to provide and keep in force all the aforementioned
insurance shall be regarded as a material default hereunder entitling Landlord
to exercise any or all of the remedies as provided in this lease in the event of
Tenant's default.

     Landlord shall indemnify and save harmless Tenant from and against (i) any
and all claims which could result in liability to Tenant to the extent arising
out of the negligence or willful misconduct of Landlord, its agents, employees
and contractors (but Tenant and any other tenants and occupants in the building,
and their respective agents, employees and contractors, shall not be deemed to
be agents, employees or contractors of Landlord) and (ii) all costs, expenses
(including, without limitation, reasonable attorneys' fees) and liabilities
incurred in or in connection with each such claim or action or proceeding
brought thereon. In case any action or proceeding be brought against Tenant by
reason of any such claim, Landlord, upon notice from Tenant, shall resist and
defend such action or proceeding at Landlord's expense by counsel selected by
Landlord and reasonably satisfactory to Tenant (any counsel selected by
Landlord's insurance carrier shall be deemed approved by Tenant), without any
disclaimer of liability in connection with such claim.

49.  CERTIFICATES:

     Landlord and Tenant shall, without charge at any time and from time to
time, within fifteen (15) days after request by the other, certify by written
instrument, duly executed, 



acknowledged and delivered to any mortgagee, assignee of any mortgage or
purchaser, or permitted subtenant or any other person, firm or corporation
specified by Landlord or Tenant, as the case may be:

          (a) that this lease is unmodified and in full force and effect (or, if
there has been modification, that the same is in full force and effect as
modified and stating the modifications);

          (b) whether or not, to the best of the requested party's knowledge,
there are then existing any setoffs or defenses against the enforcement of any
of the agreements, terms, covenants or conditions hereof upon the part of the
requested party to be performed or complied with (and, if so, specifying the
same);

          (c) the dates, if any, to which the rental and other charges hereunder
have been paid in advance; and

          (d) any other information with respect to this lease or the compliance
with the terms, covenants and conditions thereof reasonably requested by the
requesting party.

50.  HOLDING OVER BY TENANT:

     Should Tenant hold over in possession after the expiration or sooner
termination of the term of this lease, such holding over shall not be deemed to
extend the term or renew this lease, but such holding over thereafter shall
continue upon the covenants and conditions herein set forth except that the
charge for use and occupancy of such holding over for each calendar month or
part thereof (even if such part shall be a small fraction of a calendar month)
shall be the sum of:

          (a) 1/12th of (i) the highest annual fixed rent hereunder, multiplied
by (ii) (A) 2.0, plus

          (b) 1/12th of all items of annual additional rental hereunder, which
annual additional rental would have been payable pursuant to this lease had this
lease not expired, plus

          (c) those other items of additional rent (not annual additional rent)
which would have been payable monthly pursuant to this lease, had this lease not
expired,

which total sum Tenant agrees to pay to Landlord promptly upon demand, in full
without set off. Nothing contained herein shall authorize Tenant to hold over in
the demised premises after the expiration of the term of this lease, or
constitute Landlord's consent thereto, Landlord having all remedies provided for
by this lease or by law (subject to Article 56(L) of this lease) in the event of
any such holding over.

     The aforesaid provisions of this Article shall survive the expiration or
sooner termination of this lease.

51.  LEASE NOT BINDING UNLESS EXECUTED AND DELIVERED:

     It is specifically understood and agreed that this lease is offered to
Tenant for signature by the managing agent of the building, solely in its
capacity as such agent and subject to Landlord's acceptance and approval and
that Tenant shall affix its signature with the understanding that the said lease
shall not in any way bind Landlord or its agent or Tenant until such time as the
same has been approved and executed by Landlord and delivered to Tenant.

52.  ASSIGNMENT AND SUBLETTING:

     (A) Tenant shall not, without, in each instance, obtaining the prior
written consent of Landlord (which consent may be withheld in Landlord's sole
discretion), except as otherwise expressly provided in this Article, (a) assign
or otherwise transfer this lease or the term and estate hereby granted, (b)
sublet the demised premises or any part thereof or allow the same to be used or
occupied by others, (c) mortgage, encumber or create a security interest with
respect to this lease, or (d) advertise, or authorize a broker to advertise, for
a subtenant or an assignee at a rental rate less than the rental rate then being
charged, or in good faith asked, by Landlord for comparable space in the
building. For purposes of this Article, (i) the transfer of a controlling




interest in any corporate, partnership, or limited liability company tenant or
subtenant, however accomplished, whether in a single transaction or in a series
of related or unrelated transactions, which shall be other than for a good
business purpose and principally for the purpose of transferring the leasehold
estate created thereby shall be deemed an assignment of this lease, or of such
sublease, as the case may be, it being understood and agreed that the transfer
of an interest in any corporate tenant or subtenant shall be deemed not to
include the sale of the stock of such corporate tenant or subtenant by persons
or parties through the "over-the-counter market" or through any recognized stock
exchange, (ii) a takeover agreement shall be deemed a transfer of this lease,
(iii) any person or legal representative of Tenant, to whom Tenant's interest
under this lease passes by operation of law, or otherwise, shall be bound by the
provisions of this Article, and (iv) a material modification, amendment or
extension of a sublease shall be deemed a sublease. A "material modification,
amendment or extension" shall be deemed to be any modification which materially
affects the rent, term, size or location of the affected space, or the parties
leasing or occupying space thereunder. As used herein, the phrase "controlling
interest" shall mean such interest in the corporation, partnership or limited
liability company, as the case may be, so that the owner of such interest shall
be able to direct the policies of such corporation, partnership or limited
liability company.

     (B) The provisions of clause (a) of Sub-Article (A) and of Sub-Articles
(F), (G) and (H) hereof shall not apply to transactions with a corporation or
limited liability company or partnership into or with which Tenant is merged or
consolidated or with an entity to which substantially all of Tenant's assets are
transferred (provided such merger or consolidation or transfer of assets is for
a good business purpose and not principally for the purpose of transferring the
leasehold estate created hereby), nor shall the provisions of clause (a) of
SubArticle (A) and of Sub-Articles (F), (G) and (H) apply to transactions with
an entity which controls or is controlled by Tenant or is under common control
with Tenant, provided that the corporation, limited liability company,
partnership or entity which shall succeed Tenant pursuant to this Sub-Article
(B) shall have a net worth immediately following such merger, consolidation,
transfer of assets or other transaction, determined on the basis of its most
recent balance sheet, as audited by a firm of independent certified public
accountants, which shall not be less than the lower of (x) that of Tenant
immediately prior to such merger, consolidation, transfer of assets or other
transaction, or (y) $30,000,000 and all of such transactions referred to in this
sentence may occur without the consent of Landlord. Further, the provisions of
clause (b) of Sub-Article (A) and Sub-Articles (F), (G) and (H) shall not apply
to transactions with an entity which controls or is controlled by Tenant or is
under common control with Tenant, and all of such transactions referred to in
this sentence may occur without the consent of Landlord.

          The provisions of clause (a) of Sub-Article (A) and of Sub-Articles
(F), (G) and (H) hereof shall not be interpreted to apply to transactions by a
subtenant with a corporation or limited liability company or partnership into or
with which such subtenant is merged or consolidated or with an entity to which
substantially all of such subtenant's assets are transferred (provided such
merger or consolidation or transfer of assets is for a good business purpose and
not principally for the purpose of transferring the leasehold estate created by
the sublease to such subtenant), nor shall the provisions of clause (a) of
Sub-Article (A) and of Sub-Articles (F), (G) and (H) be interpreted to apply to
transactions by a subtenant with an entity which controls or is controlled by or
is under common control with such subtenant.

     (C) Any assignment or transfer, whether made with Landlord's consent as
required by Sub-Article (A) or without Landlord's consent pursuant to
Sub-Article (B) or otherwise, 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 and performance of this lease and
agree to be personally bound by and upon all of the covenants, agreements,
terms, provisions and conditions hereof on the part of Tenant to be performed or
observed from and after such assignment and whereby the assignee shall agree
that the provisions of this Article shall, notwithstanding such an assignment or
transfer, continue to be binding upon it in the future. DoubleClick Inc. the
original Tenant named in this Lease, and each subsequent holder of the Tenant's
interest in this Lease (DoubleClick Inc. and each such subsequent holder is
hereinafter called "Such Tenant" in this Sub-Article (C) and in Sub-Article (D))
covenant that, notwithstanding any assignment or transfer, whether or not in
violation of the provisions of this lease, and notwithstanding the acceptance of
fixed rent or additional rent or other charges by Landlord from an assignee or




transferee or any other party, Such Tenant shall remain fully and primarily
liable for the payment of the fixed rent and all additional rent and other
charges due and to become due under this lease and for the performance of all of
the covenants, agreements, terms, provisions and conditions of this lease on the
part of Tenant to be performed or observed.

     (D) The liability of Such Tenant, and the due performance by Such Tenant of
the obligations on its part to be performed under this Lease, shall not be
discharged, released or impaired in any respect by an agreement or stipulation
made by Landlord or any grantee or assignee of Landlord, by way of mortgage, or
otherwise, extending the time of, or modifying any of the obligations contained
in, this lease, or by any waiver or failure of Landlord to enforce any of the
obligations on Tenant's part to be performed under this lease, or by the
bankruptcy of Such Tenant or of the assignee or transferee from Such Tenant or
the rejection or disaffirmance of this lease in connection with the bankruptcy
proceedings affecting Such Tenant or such assignee or transferee, or by any
other events or circumstances, other than the full and complete performance of
all of Such Tenant's obligations under this lease, and Such Tenant shall,
therefore, in all events continue to be primarily liable hereunder. If any such
agreement or stipulation operates to increase the obligations of Such Tenant
under this lease, the liability under this Sub-Article (D) of Such Tenant
(unless Such Tenant shall have expressly consented in writing to such agreement
or stipulation) shall continue to be no greater than if such agreement or
stipulation had not been made.

     (E) Landlord shall not unreasonably withhold or delay Landlord's consent to
an assignment of this lease or a subletting of the whole or any part of the
demised premises if (i) Tenant shall have given Landlord Tenant's Assignment
Notice, as such term is defined in Sub-Article (F) of this Article, or Tenant's
Sublease Notice, as such term is defined in Sub-Article (G) of this Article, as
the case may be, (ii) Tenant shall have furnished Landlord with the name and
business address of the proposed assignee or subtenant, reasonably detailed
information with respect to the nature and character of the proposed assignee's
or subtenant's business, activities and intended use of the demised premises,
and such references and current financial information with respect to net worth,
credit and financial responsibility as are reasonably satisfactory to Landlord,
(iii) Tenant shall have provided Landlord with a true and correct copy of the
fully executed assignment agreement or sublease and of all other documents
executed in connection therewith and (iv) Landlord shall not have accepted one
of Tenant's offers as provided in Sub-Articles (F) and (G) of this Article,
provided that:

          (1) The proposed assignee or subtenant is a reputable party and the
proposed assignee or the proposed subtenant (where, after the proposed subtenant
would take occupancy of the space proposed to be sublet to such proposed
subtenant, Tenant would not be in occupancy of more than twenty-five (251)
percent of the demised premises) have a financial net worth, credit and
financial responsibility which is, considering the responsibilities involved,
reasonably satisfactory to Landlord;

          (2) The nature and character of the proposed subtenant or assignee,
its business, activities and intended use of the demised premises is, in
Landlord's reasonable judgment, in keeping with the standards of the building
and in accordance with the use defined in Article 2 hereof;

          (3) If Landlord has other comparable space then available, the
proposed assignee or subtenant is not then an occupant of the building or a
party who negotiated with Landlord or Landlord's agent (directly or through a
broker) with respect to space in the building during the four (4) months
immediately preceding Tenant's request for Landlord's consent;

          (4) Tenant shall, upon Landlord's giving its consent hereunder, or if
Landlord shall have reasonably refused to give such consent, upon such refusal,
have paid Landlord, as additional rent, any reasonable cost incurred by Landlord
to review the requested consent, including any reasonable attorneys' fees of
outside counsel incurred by Landlord;

          (5) The proposed subtenant is not an employment or recruitment agency,
a school, college, university or educational institution, whether or not for
profit, a government or any subdivision or agency thereof, a real estate
brokerage office, or a medical office;




          (6) Each sublease agreement, as the case may be, shall specifically
state that (i) it is subject to and upon all of the terms, covenants,
agreements, provisions, and conditions of this lease except that a subtenant
shall not be responsible for payment of the rent and additional rent under this
lease, (ii) if Tenant defaults in the payment of any rent after expiration of
any notice or grace period, Landlord is authorized to collect any rents due or
owing from any subtenant or other occupant of the demised premises and to apply
the net amounts collected to the fixed annual rent and additional rent reserved
herein, and (iii) the receipt by Landlord of any amounts from a subtenant or
other occupant of any part of the demised premises shall not be deemed or
construed as releasing Tenant from Tenant's obligations hereunder or the
acceptance of that party as a direct tenant;

          (7) Tenant shall not publicly advertise, or authorize a broker to
advertise, for an assignee or a subtenant, at a rental rate less than the rental
rate then being charged, or in good faith asked, by Landlord for comparable
space in the building; and

          (8) No subletting shall be for less than ten thousand (10,000)
contiguous rentable square feet of the demised premises and at no time shall
there be more than two (2) occupants, including Tenant, in the demised premises.

     (F) Should Tenant desire to assign this lease, Tenant shall first give
Landlord written notice ("Tenant's Assignment Notice") of Tenant's desire and
offer to (i) terminate this lease and (ii) assign this lease to Landlord, or
Landlord's designee if so elected by Landlord, and notify Landlord of the
material terms and conditions upon which Tenant proposes to effect such
assignment. Tenant shall specify in Tenant's Assignment Notice the effective
date of its desired assignment, which shall be on the first day of a month no
less than two calendar months from the date that Tenant gives Landlord Tenant's
Assignment Notice, and Landlord shall have thirty (30) days from receipt of
Tenant's Assignment Notice to accept one of Tenant's offers. Tenant's Assignment
Notice shall also be accompanied by a photocopy of the provisions of this
Sub-Article (F).

          If Landlord shall notify Tenant that it elects to accept either of
Tenant's offers within said thirty (30) days, then, depending on Landlord's
election (i) this lease shall terminate on the effective date specified by
Tenant as if it were the date originally set forth in this lease for the
expiration of the term or (ii) Tenant shall promptly execute and deliver to
Landlord, or Landlord's designee if so elected by Landlord, an assignment in
form reasonably satisfactory to Landlord's and Tenant's counsel, which
assignment shall be effective as of the date specified by Tenant in Tenant's
Assignment Notice. If Landlord elects to terminate this lease, as referred to in
(i), or to accept an assignment of this lease, as referred to in(ii), Tenant
shall be released from any further liability (except that due to any default by
Tenant prior to Landlord's election) under this lease. If Landlord should not
accept either of such offers and Tenant does not consummate an assignment within
six months from the end of the aforementioned thirty (30) day period, the
economic terms of which in the aggregate shall not be more than five (5%)
percent less than the economic terms in the aggregate which were contained in
Tenant's Assignment Notice, the provisions of this Sub-Article (F) shall apply
again as if there had been no prior offers to Landlord. Notwithstanding the
foregoing, if Landlord elects to accept an assignment of this lease to Landlord,
or its designee, Tenant shall be released from any other obligations accruing
after the effective date of such assignment.

     (G) (1) If Tenant shall desire to sublet all or any part of the demised
premises, Tenant shall first give Landlord written notice ("Tenant's Sublease
Notice") of Tenant's desire and offer to: (x) in the case of a subletting of the
entire demised premises (i) terminate this lease if such subletting is for
substantially the remaining term of this lease, and (ii) assign this lease to
Landlord, or Landlord's designee if so elected by Landlord, if such subletting
is for substantially the remaining term of this lease, and (iii) sublease the
demised premises to Landlord, or Landlord's designee if so elected by Landlord,
for the term of the proposed subletting if such subletting is not for
substantially the remaining term of this lease or (y) in the case of a
subletting of less than the entire demised premises: (i) to sublease such
portion of the demised premises to Landlord, or Landlord's designee if so
elected by Landlord, for the term of the proposed subletting if such subletting
is not for substantially the remaining term of this lease or (ii) if such
subletting is for substantially the remaining term of this lease, to surrender
all of Tenant's right, title and interest in and to such portion of the demised
premises covered by the proposed 




sublease, and in the case of either (x) or (y), notify Landlord of the terms and
conditions upon which Tenant proposes to effect subletting. Tenant shall specify
in Tenant's Sublease Notice the effective date of its desired sublease, which
shall be on the first day of a month no less than one calendar month from the
date that Tenant gives Landlord Tenant's Sublease Notice, and Landlord shall
have thirty (30) days from receipt of Tenant's Sublease Notice to accept one of
Tenant's offers. Tenant's Sublease Notice shall also be accompanied by a
photocopy of the provisions of this Sub-Article (G).

          (2) If Landlord shall notify Tenant that it elects to accept one of
Tenant's offers within said thirty (30) days, then, depending on Landlord's
election, (i) this lease shall terminate on the effective date specified by
Tenant as if it were the date originally set forth in this lease for the
expiration of the term, (ii) Tenant shall promptly execute and deliver to
Landlord, or Landlord's designee if so elected by Landlord, an assignment in
form reasonably satisfactory to Landlord's counsel, which assignment shall be
effective as of the date specified by Tenant in Tenant's Sublease Notice, or
(iii) Tenant shall promptly execute and deliver a sublease to Landlord, or
Landlord's designee if so elected by Landlord, which sublease shall be effective
as of the effective date and for the term specified by Tenant in Tenant's
Sublease Notice and shall be on the terms set forth in paragraph (3) of this
Sub-Article (G), or (iv) in the event of a surrender of a portion of the demised
premises, then effective on the date immediately following such surrender the
fixed rent payable by Tenant under this lease shall be reduced on a per rentable
square foot basis as set forth in the table annexed hereto as Exhibit D during
the periods of the term of this lease, as shown in such table, occurring after
such effective date for the portions of the demised premises so surrendered, and
the additional rent payable by Tenant under this Lease shall be equitably
adjusted. If Landlord elects to terminate this lease, as referred to in (i), or
to accept an assignment of this lease as referred to in (ii), Tenant shall be
released from any further liability (except that due to any default by Tenant
prior to Landlord's election) under this lease If Landlord elects to sublease,
or accept the surrender of, all or any portion of the demised premises, as
referred to in (iii) or (iv), and, if after such sublease or surrender Tenant
shall be occupying less than 66 2/3% of the rentable square footage of the
demised premises, Tenant shall be released from any further liability (except
that due to any default by Tenant prior to Landlord's election) with respect to
all or such portion of the demised premises covered by such sublease or
surrender and any prior subleases or surrenders, as the case may be, in the case
of any such subleases for the terms of the respective subleases. If Landlord
should not accept any of such offers and Tenant does not consummate a sublease
within six months from the end of the aforementioned thirty (30) day period, the
economic terms of which in the aggregate shall not be more than five (5%)
percent less than the economic terms in the aggregate which were contained in
Tenant's Sublease Notice, the provisions of this Sub-Article (G) shall apply
again as if there had been no prior offers to Landlord.

          (3) If Landlord should elect to have Tenant execute and deliver a
sublease pursuant to the provisions of this Sub-Article, said sublease shall be
in a form reasonably satisfactory to Landlord's and Tenant's counsel and on all
the terms and conditions contained in this lease, except that:

               (a) The rental terms shall be the lesser of (x) the rental terms
reflected in Tenant's Sublease Notice or (y) the rental terms contained in this
lease on a per rentable square foot basis as set forth in the table annexed
hereto as Exhibit D during the periods of the term of this lease, as shown in
such table, occurring after payment of rent is to commence under such sublease
for the portions of the demised premises within which the subleased premises
shall be located,

               (b) The sublease shall not provide for any work to be done for
the subtenant or for any initial rent concessions or contain provisions
inapplicable to a sublease, except that in the case of a subletting of a portion
of the demised premises Tenant shall, subject to the provisions of Articles 3
and 45 with respect to Tenant's Changes, at Tenant's sole cost and expense,
separate the sublet space from the remainder of the demised premises (to the
extent necessary), including, but not limited to, the installation of
electricity and steam submeters and water meters,

               (c) The subtenant thereunder shall have the right to underlet the
subleased premises, in whole or in part, without Tenant's consent,




               (d) The subtenant thereunder shall have the right to make, or
cause to be made, any changes, alterations, decorations, additions and
improvements that such subtenant may desire or authorize,

               (e) Such sublease shall expressly negate any intention that any
estate created by or under such sublease be merged with any other estate held by
either of the parties thereto,

               (f) Any consent required of Tenant, as lessor under that
sublease, shall be deemed granted if consent with respect thereto is granted by
Landlord, and there shall be no limitation as to the use of the sublet premises
by the subtenants thereunder,

               (g) Any failure of the subtenant thereunder to comply with the
provisions of said sublease shall not constitute a default thereunder or
hereunder, and Tenant shall have no liability with respect to such obligation
thereunder and the same shall not be a basis for a default hereunder,

               (h) Such sublease shall provide that upon expiration of the term
of the sublease, at Tenant's option, the subtenant shall deliver the subleased
premises to Tenant in the same condition as the condition in which Tenant
delivered the subleased premises to the subtenant upon the commencement of the
sublease,

               (i) Such sublease shall be for the term specified in Tenant's
Sublease Notice, and

               (j) If Landlord or Landlord's designee as Tenant's subtenant
pursuant to this Sub-Article shall default in payment of fixed rent or
additional rent pursuant to such sublease and such default shall continue for
more than forty-five (45) days, Tenant shall have the right to offset any rent
due and owing from any undertenant or other occupant of the space against the
fixed annual rent and additional rent reserved under this lease. Furthermore,
Tenant shall not be deemed in default under this lease by reason of a default by
Landlord as subtenant, or Landlord's designee as subtenant, pursuant to such
sublease.

     (H) If Landlord shall give its consent to an assignment of this lease or to
a sublease, Tenant shall, in consideration therefor, pay to Landlord, as
additional rent:

          (i) in the case of an assignment, an amount equal to fifty (50%)
percent of all sums and other consideration paid to Tenant by the assignee for
or by reason of such assignment (excluding sums reasonably paid for the sale or
rental of trade fixtures, business equipment, furniture, furnishings or other
personal property, less, in the case of a sale thereof, the then net unamortized
or undepreciated cost thereof determined on the basis of Tenant's federal income
tax returns) and

          (ii) in the case of a sublease, an amount (herein called the "Excess
Amount") equal to fifty (50%) percent of the excess of (x) any fixed rent,
additional rent and other consideration payable to Tenant by the subtenant over
(y) the fixed rent, additional rent and other consideration payable pursuant to
the terms and conditions of this lease accruing during the term of the sublease
in respect of the subleased space, on the basis of the number of rentable square
feet in such subleased space (excluding sums reasonably paid for the sale or
rental of trade fixtures, business equipment, furniture, furnishings or other
personal property, less, in the case of a sale thereof, the then net unamortized
or undepreciated cost thereof determined on the basis of Tenant's federal income
tax returns).

          In determining the amount to be paid under (i) above or the Excess
Amount under (ii) above, there shall be deducted solely the aggregate of the
following: (a) the amount of any reasonable broker's fees or commissions paid to
a broker as a result of such assignment or sublease, in no event to exceed the
then customary amount of full commissions and (b) the amount of any reasonable
attorneys' fees, advertising expenses and the cost of any other commercially
reasonable tenant concessions incurred in connection with such assignment or
sublease. The sums payable under this Sub-Article shall be paid to Landlord as
and when paid by the assignee or subtenant to Tenant, with the amounts to be
deducted as provided in the preceding sentence to be deducted in equal monthly
amounts over the term of the sublease.




     (I) If Landlord shall elect to sublease, or accept the surrender of, all or
any portion of the demised premises, as referred to in Sub-Article (G)(2) of
this Article and, if after such sublease or surrender, Tenant shall be occupying
66 2/3% or more of the rentable square footage of the demised premises, Landlord
shall give Tenant a credit against the first rents thereafter coming due under
this lease in an amount equal to fifty (50%) percent of the excess of (x) any
fixed rent, additional rent and other consideration (i) payable to Landlord (or
Landlord's designee)by the sub-subtenant of the space subject to such sublease
(or equitably allocable to such space if the sub-sublease shall also include
additional space leased to such sub-subtenant) in the case of such a sublease of
all or a portion of the demised premises or (ii) payable to Landlord (or
Landlord's designee) by the tenant of the space subject to such surrender (or
equitably allocable to such space if the lease to such tenant shall also include
additional space leased to such tenant) in the case of such a surrender of a
portion of the demised premises over (y) the fixed rent, additional rent and
other consideration payable pursuant to the terms and conditions of this lease
accruing during the term of the sub-sublease or lease, as the case may be, in
respect of the space subject to such sublease or surrender, on the basis of the
number of rentable square feet in such subleased or surrendered space (excluding
sums reasonably paid for the sale or rental of trade fixtures, business
equipment, furniture, furnishings or other personal property, less, in the case
of a sale thereof, the then net unamortized or undepreciated cost thereof
determined on the basis of Landlord's federal income tax returns).

     In determining the amount to be credited to Tenant under the preceding
paragraph, there shall be deducted solely the aggregate of the following: (a)
the amount of any reasonable broker's fees or commissions paid to a broker as a
result of such sub-sublease or lease by Landlord or Landlord's designee, as the
case may be, in no event to exceed the then customary amount of full commissions
and (b) the amount of any reasonable attorneys' fees, advertising expenses and
the cost of any other commercially reasonable tenant concessions incurred in
connection with such sub-sublease or lease, and if such sub-sublease or lease
should include additional space, such amounts to be deducted shall be equitably
allocated to the space subject to such sublease or surrender, as the case may
be. The sums payable under this SubArticle shall be credited to Tenant as and
when paid by the subsubtenant or tenant, as the case may be, to Landlord, with
the amounts to be deducted as provided in the preceding sentence to be deducted
in equal monthly installments over the term of the sub-sublease or lease, as the
case may be.

     (J) Except as otherwise expressly set forth herein, no assignment or
subletting or occupancy of the demised premises by persons or entities other
than Tenant, with or without Landlord's consent, and no collection of rent from
any such person or entity, shall be deemed a waiver of any of the covenants
contained in this Article or elsewhere in this lease, or the acceptance of the
subtenant or occupant as Tenant, or a release of Tenant from the further
performance by Tenant of the covenants on the part of Tenant contained in this
Article and elsewhere in this lease. The consent by Landlord to any assignment
or subletting shall not in any way be construed to relieve Tenant from obtaining
the express consent in writing of Landlord to any further assignment or
subletting.

53.  TENANT'S OPTION TO RENEW:

     (A) Tenant may renew the initial term hereby granted for not more than one
(1) term of five (5) years (the "renewal term"), so that in all events this
lease must terminate, expire and come to an end, including the renewal term, no
later than the sixteenth (16th) anniversary of the Commencement Date.

     Tenant shall give Landlord written notice (the "Tenant Exercise Notice") of
its election to renew no later than the 270th day (the "Final Renewal Date")
prior to the expiration of the term of this lease. Provided that Tenant shall
have duly given Landlord the written notice in accordance with the preceding
sentence and subject to all the other terms and conditions contained in this
Article, this lease shall be deemed renewed without the execution of any other
or further documents, provided, however, that after the fixed rent for the
renewal term shall have been determined in accordance with the following
provisions of this Article, either party hereto shall be entitled to obtain from
the other party the execution of an instrument setting forth the additional
period as to which the term of this lease shall have been effectively renewed
and stating the fixed rent for the demised premises for such renewal term.




     The attempted exercise by Tenant of the option to renew this lease shall
not become effective nor shall any renewal term be created if at the time when
notice of the exercise of such option is given or at the start of which would
have been the renewal term, there is a default by Tenant under this lease beyond
all applicable notice and cure periods.

     Time is of the essence with respect to Tenant's delivery of the Tenant
Exercise Notice.

     The failure of Tenant to effectively and timely exercise the option to
renew the term of this lease shall result in the irrevocable loss by Tenant of
such option to renew the term of this lease.

     (B) The renewal shall be upon the same covenants, provisions, terms,
conditions and agreements provided in this lease, including the payment of all
additional rent and other charges hereunder, except that (i) there shall be no
further renewal right, (ii) the fixed annual rent during the renewal term shall
be the amount determined pursuant to Sub-Articles (C) and (D) hereof, (iii) the
"Base Tax Year" referred to in Article 42(A)(iv) hereof shall be changed to the
fiscal tax year immediately preceding the fiscal tax year in which the
commencement of the renewal term shall occur, (iv) the "Expense Base Year"
referred to in Article 43(A)(5) shall be changed to the calendar year
immediately preceding the calendar year in which the commencement of the renewal
term shall occur; and (v) Landlord shall not be required to give any rent
concession to Tenant, as is now provided in Article 38(E) of this lease, or to
give any Landlord's Work Contribution to Tenant for any proposed improvements to
the demised premises, as is now provided for in Article 44 of this lease.

     (C) The fixed annual rent payable pursuant to this lease for the renewal
term shall be the greater of (i) such amount as shall equal the fair market rent
for the demised premises on the Determination Date, as determined pursuant to
Sub-Article (D) of this Article (the "Fair Market Rent") and (ii) all fixed
annual rent and all additional rent and other charges payable by Tenant as of
the last day of the initial term of this lease (the "Then Escalated Rent"). As
used herein, the "Determination Date" shall be the date occurring one hundred
twenty (120) days prior to the commencement of the renewal term. If Tenant shall
have duly and timely given Landlord written notice of its election to renew the
term of this lease, within thirty (30) days after the Final Renewal Date
Landlord shall give Tenant notice (the "Renewal Notice") of Landlord's
determination of the Fair Market Rent, the Then Escalated Rent and the new fixed
annual rent that Tenant shall be obligated to pay pursuant to the provisions of
this Article during the renewal term (the "Renewal Rent") to the same effect as
if such fixed annual rent were originally set forth in Article 38 hereof. If
mutually satisfactory terms with respect to the new fixed annual rent are not
reached between Landlord and Tenant no later than the sixtieth (60th) day after
the Final Renewal Date, Tenant shall have the right, no later than the eightieth
(80th) day after the Final Renewal Date, to cancel its election to renew the
term of this lease.

     (D) (1) If the Renewal Rent shall equal the Fair Market Rent, as determined
by Landlord, and if Tenant shall not cancel its election to renew the term of
this lease as provided in Sub-Article (C) of this Article, at any time on or
before the date occurring ninety (90) days after the Final Renewal Date, Tenant
may dispute the Fair Market Rent as determined by Landlord by initiating the
arbitration proceeding provided for herein by giving notice ("Dispute Notice")
to that effect to Landlord, and specifying in such notice Tenant's determination
of (i) the Fair Market Rent and (ii) the Renewal Rent, and specifying the name
and address of the person designated to act as an arbitrator on Tenant's behalf.
Within thirty (30) days after the designation of the Tenant's arbitrator,
Landlord shall give notice to Tenant specifying the name and address of the
person designated to act as an arbitrator on its behalf. If Landlord fails to
give notice to Tenant of the appointment of its arbitrator, within the time
above specified, then the appointment of the second arbitrator shall be made in
the same manner as hereinafter provided for the appointment of a third
arbitrator in a case where the two arbitrators appointed hereunder and the
parties are unable to agree upon such appointment. The two arbitrators so chosen
shall meet within ten (10) days after the second arbitrator is appointed and if,
within forty-five (45) days after the second arbitrator is appointed, the two
arbitrators shall not agree upon a determination in accordance with subdivision
(3) of this SubArticle (D), they shall together appoint a third arbitrator. In
the event of their being unable to agree upon such appointment within forty-five
(45) days after the appointment of the second arbitrator, the third arbitrator
shall be selected by the parties themselves if they can agree thereon within a
further period of ten 




(10) days. If the parties do not so agree, then either party, on behalf of both
and on notice to the other, may request such appointment by the American
Arbitration Association (or any successor organization) in New York City in
accordance with its rules then prevailing, or if the American Arbitration
Association (or such successor organization) shall fail to appoint said third
arbitrator within forty-five (45) days after such request is made, then either
party may apply, on notice to the other, to the Supreme Court, New York County,
New York (or any other court having jurisdiction and exercising functions
similar to those now exercised by said Court) for the appointment of such third
arbitrator.

          (2) Each party shall pay the fees and expenses of the arbitrator
appointed by or for such party, and the fees and expenses of the third
arbitrator and all other expenses (not including the attorneys' fees, witness
fees and similar expenses of the parties, which shall be borne separately by
each of the parties) of the arbitration shall be borne by the parties equally.

          (3) In making their determination of the Fair Market Rent, the
arbitrators shall select either the Fair Market Rent set forth by Landlord in
the Renewal Notice or the Fair Market Rent set forth by Tenant in the Dispute
Notice, based on whichever is closer to the value determined by the arbitrators,
and shall not be permitted or authorized to select any other amount as the Fair
Market Rent. The majority of the arbitrators shall make such determination of
the Fair Market Rent and render a decision and award as to their determination
to both Landlord and Tenant within sixty (60) days of the appointment of the
first two arbitrators or ninety (90) days from the appointment of the third
arbitrator if such arbitrator is appointed pursuant to this Sub-Article (D), and
the greater of (i) the Fair Market Rent, so determined, and (ii) the Then
Escalated Rent shall be the Renewal Rent. Such decision and award shall be in
writing and shall be final and conclusive on Landlord and Tenant (there shall be
no right of appeal therefrom) and counterpart copies thereof shall be delivered
to each of the parties. In rendering such decision and award, the arbitrators
shall not add to or subtract from or otherwise modify the provisions of this
Article or of the other terms and conditions of this lease. Judgment may be had
on the decision and award of the arbitrators so rendered in any court of
competent jurisdiction.

          (4) The Fair Market Rent shall be determined as if the demised
premises were to be leased to a third party for office space free and clear of
all leases and tenancies, including this lease, in its then condition, with no
obligation on Landlord to provide the third party with a Landlord's Work
Contribution or a free rent concession or to do any work to prepare the demised
premises for occupancy by a third party, but with obligations on Landlord to
provide updated base years for tax and operating expense escalations as provided
in Sub-Article (B), supra, and to perform all other obligations of Landlord
under this lease and with the third party receiving all the benefits that Tenant
receives under this lease (other than Landlord's Work Contribution and a free
rent concession).

          (5) Each of the arbitrators selected as herein provided must be either
a member of the Appraisal Institute (or the successor organization thereto if
such organization shall not then be in existence) holding an MAT designation (or
the equivalent thereof if there shall not then be such a designation) or a
member of the American Society of Real Estate Counselors of the National
Association of Realtors (or the successor organization thereto if such
organization shall not then be in existence) holding a CRE designation (or the
equivalent thereof if there shall not then be such a designation) with at least
15 years' experience in the appraisal of rentals of commercial leases in first
class office buildings in New York County.

          (6) Prior to the determination of the arbitrators, Tenant shall pay as
the Renewal Rent it is obligated to pay under this lease the amount set forth in
the Renewal Notice and in the event the Renewal Rent as finally determined for
the demised premises is that set forth in the Dispute Notice, then Landlord
shall promptly pay the difference to Tenant.

54.  TENANT'S ADDITIONAL COVENANTS:

     (A) Except as otherwise expressly provided in this lease, Tenant shall be
responsible for compliance with all laws, codes, rules and regulations with
respect to the operations of the demised premises and any use related thereto,
and shall, in all events, be responsible that nothing shall arise from such
operations which shall disturb other tenants in the building or create a risk of
damage to the building. Tenant shall, in no event, have any liability with
respect to any violations of any applicable law, which violations existed prior
to the Commencement Date.




     (B) Tenant, recognizing that the building has been developed and is
maintained as a location for a first-class type of business occupancy and as an
additional inducement to the Landlord to enter into this lease, covenants and
agrees that at all times (i) all activities and operations to be conducted at,
through and from the demised premises (including the recreational outdoor uses
of the Roof/Set-Back Area permitted pursuant to Article 2 of this lease) will be
reputable in all reasonable respects (taking into consideration the recreational
outdoor uses permitted under this lease) and if at any time reasonably
disapproved by Landlord, Tenant shall remove the cause for such disapproval in
such manner and within such reasonable time as may be specified by Landlord in a
written notice given by it to Tenant for such purpose; (ii) the methods employed
in Tenant's business and the appearance of the demised premises (including the
recreational outdoor uses of the Roof/Set-Back Area permitted pursuant to
Article 2 of this lease), and the quality of the installations therein, as well
as all elements of display and advertising, (taking into consideration the
recreational outdoor uses permitted under this lease) will be dignified and in
conformity with the highest standard of practice obtaining among superior type
office spaces, and (iii) the appearance and deportment of all personnel employed
in the demised premises (including those participating in the recreational
outdoor uses of the Roof/Set-Back Area permitted pursuant to Article 2 of this
lease) (taking into consideration the recreational outdoor uses permitted under
this lease) shall befit the ambience and first-class nature of the building and
occupancy required hereunder, and the appearance, number, location, nature and
subject matter of any signs, lettering, announcements, price schedules, or any
other kinds or forms of inscriptions displayed in the demised premises will be
only such as meet with Landlord's reasonable approval and, if at any time
reasonably disapproved by Landlord, Tenant shall remove the cause for such
disapproval in such manner and within such reasonable time as may be specified
by Landlord in a written notice given by Landlord to Tenant for such purpose. No
sale of merchandise, other than snacks and refreshments from vending machines
for employee use, shall be made from the demised premises.

     (C) The Tenant further covenants and agrees that:

          (1) At Tenant's expense, Tenant, shall clean, maintain and keep in
good order both sides of all windows and doors (including, in each case, the
frames therefor) in the interior or exterior of the demised premises and shall
be responsible for cleaning the inside and outside of all interior and exterior
windows of the demised premises (notwithstanding anything to the contrary
contained in this subdivision "(1)" however, it is Tenant's obligation, at
Tenant's own cost and expense, to promptly replace all damaged or broken glass
or other glass in or about the demised premises, to the extent not caused by the
negligence or willful misconduct of Landlord, its agents, contractors or
employees);

          (2) Tenant shall at all times keep and maintain the demised premises
in a clean, neat and orderly fashion;

          (3) Tenant shall not place or install any sign on the exterior of the
building, nor shall place in any display case, windows, entrance doors or any
other area visible to public view from the outside of the building or from the
outside of the demised premises, any signs, without first obtaining in each
instance, Landlord's prior written consent and approval. Tenant acknowledges
that the foregoing is an essential condition of this lease, it being Landlord's
intention not to permit in any way the diminishing of the dignity and character
of the building by Tenant exhibiting or posting signs which, in Landlord's sole
discretion, would impede and lessen the character and dignity of the building;

          (4) all draperies and other such installations affecting the
appearance of the building, or which are visible from the outside of the demised
premises shall be subject to prior written approval of Landlord, which approval
shall not be unreasonably withheld or delayed, but this provision shall not
restrict the recreational outdoor use of the Roof/Set-Back Area permitted
pursuant to Article 2 of this lease, subject to all the other terms, covenants
and conditions of this lease;

          (5) Tenant shall cause the demised premises to be free at all times of
all vermin and insects and will take whatever reasonable precautions that
Landlord deems necessary to prevent such vermin or insects from existing in the
demised premises or permeating any other parts of the building, including but
not limited to, the hiring by Tenant of an exterminator to provide regular
monthly service (and more often if need be) to the demised premises;




          (6) Subject to the other provisions of this lease, Tenant shall keep
the fixtures, furnishings, decorations and equipment in the demised premises in
good order and repair so as to preserve the good appearance of the demised
premises;

          (7) Supplementing Article 6 of this lease, Tenant shall fully comply
with all laws, ordinances, rules and regulations of any governmental authority
regarding the HVAC equipment exclusively serving the demised premises;

          (8) If Tenant shall be required by any laws, ordinances, rules or
regulations of any governmental authority to maintain a fire alarm subsystem,
(i) Tenant shall at all times maintain such subsystem in good order and
condition and connected to the building's main fire control panel, and Tenant
shall provide a person or persons to man Tenant's fire control subpanel 24 hours
a day for each day of the year to the extent required by the laws, ordinances,
rules and regulations of any governmental authority, and (ii) Tenant shall enter
into a service contract with a contractor approved by Landlord prior to the
execution of such contract for the repair and maintenance of Tenant's fire alarm
subsystem during the lease term, such repair and maintenance to be at Tenant's
sole cost and expense, and upon Landlord's request, Tenant shall provide
Landlord with a true and correct copy of the service contract for Tenant's fire
alarm subsystem;

          (9) Tenant shall not install, place or permit any awning, antenna or
other projection on the outside wall of the demised premises without the
approval of Landlord, which approval shall not be unreasonably withheld or
delayed, and, with respect to the installation of any awning, antenna or other
projection on any wall of the Roof/Set-Back Area, such installation shall be
performed in compliance with the terms and conditions of Articles 3, 45 and 59
of this lease;

          (10) Any failure or refusal on the part of Tenant to comply with its
obligations and agreements contained in this Article shall constitute a material
default under this lease entitling Landlord to exercise all of its rights
contained herein or provided by law or in equity in the event of a breach
hereunder by Tenant, including, without limitation, the right to terminate this
lease.

     (D) Except for the sublease and sub-sublease of Tenant's improvements and
fixtures pursuant to Article 56(N), all fixtures comprising a part of the
demised premises and installed by Tenant in the demised premises shall at all
times be maintained by Tenant free and clear of any mortgage, conditional bill
of sale, title retention agreement or other lien or encumbrances.

     (E) Upon Landlord's written request therefor, Tenant shall provide Landlord
with an annual statement of income and expenses of Tenant and an annual balance
sheet of assets and liabilities of Tenant, certified by a duly authorized
officer of Tenant.

55.  SPECIAL RESTRICTIONS:

     (A) Anything contained in this lease to the contrary notwithstanding,
Tenant shall not use the demised premises or any part thereof to be used, in any
manner which (i) constitutes a public or private nuisance, (ii) would cause
physical damage to the building or any part thereof, (iii) Landlord deems to
impair the appearance, character or reputation of the building .(but this clause
(iii) shall not be applied to deny Tenant's recreational outdoor use of the
Roof/Set-Back Area pursuant to Article 2 of this lease), (iv) Landlord deems
offensive by reason of the discharge of objectionable fumes, vapors or odors
into the building heating, ventilating, air conditioning, plumbing or other
mechanical systems or facilities or into the building flues or vent slots, or
(v) Landlord deems to impair or interfere with any of the building services or
the proper and economic heating, air conditioning, or other servicing of the
building, or (vi) Landlord reasonably deems to impair or interfere with the use
or occupancy of any of the other areas of the building by, or occasion
discomfort, annoyance or inconvenience to, Landlord or any other of the tenants
or occupants of the building, provided that with respect to the Roof/Set-Back
Area, Tenant shall not use the same in a manner that disturbs other tenants in
the building.

     (B) Tenant, at its own expense, shall take such steps as Landlord may
require to protect and preserve the plumbing and other systems of the building
and the occupants of the building from any and all chemicals or other substances
used by Tenant which are corrosive, 




acidic, noxious, caustic, inflammable or otherwise capable of causing injuries
to persons, damage to property and/or any adverse effects on the use, property
or operations of Landlord or other tenants in the building, including, without
limitation, preventing substances from entering waste lines which could clog or
otherwise impair the plumbing system, preventing odors and fumes from
accumulating in and/or escaping from the demised premises, Tenant at all times
providing adequate ventilation into and from the demised premises, and properly
storing, using and disposing of garbage and any other substance requiring
special handling, treatment or disposal in accordance with laws and the
applicable provisions of this lease. As used herein "laws" shall mean and
include all laws, rules, regulations, ordinances, codes and orders of all
governmental and quasi-governmental authorities, agencies and departments, and
the directions, provisions and requirements thereof and of labor agreements,
insurance boards, policies and carriers and rating bureaus.

     (C) No provision of this lease and no statement as to the nature of the
business or use which is to be engaged in or conducted by Tenant in the demised
premises contained herein, and no action or inaction by Landlord at any time
shall constitute a representation or warranty by Landlord that any such business
or use of the demised premises, or the building will be suitable, feasible or
adequate for any general or specific use, purpose or requirement of Tenant or
that the same will comply with any laws or be permitted under any certificate(s)
of occupancy issued for the building.

     (D) If any governmental license or permit shall be required for the proper
and lawful conduct of Tenant's business in the demised premises or its use
without any license or permit would in any way affect Landlord or the building,
then Tenant, at its expense, shall duly procure and thereafter maintain such
license or permit and submit the same to Landlord for inspection.

     (E) Tenant agrees that the value of the demised premises and the reputation
of the Owner will be seriously injured it the premises are used for any obscene
or pornographic purposes or any sort of commercial sex establishment. Tenant
agrees that Tenant will not bring or permit any obscene or pornographic material
on the premises, and shall not permit or conduct any obscene, nude, or semi-nude
live performances on the premises, nor permit use of the premises for nude
modeling, rap sessions, or as a so-called rubber goods shops, or as a sex club
of any sort, or as a "massage parlor". Tenant agrees further that Tenant will
not permit any of these uses by any sublessee or assignee of the premises. This
Article shall directly bind any successors in interest to the Tenant. Tenant
agrees that if at any time Tenant violates any of the provisions of this
Article, such violation shall be deemed a breach of a substantial obligation of
the terms of this lease and objectionable conduct. Pornographic material is
defined for purposes of this Article as any written or pictorial matter with
prurient appeal or any objects or instrument that are primarily concerned with
lewd or prurient sexual activity. Obscene material is defined here as it is
presently-defined in Penal law Section 235.00.

     (F) Tenant shall not sell, display, distribute or give away directly from
within the demised premises or the building any item which is obscene,
pornographic or otherwise unlawful, including, without limitation, any illegal
drugs or other substances or any items designed (or readily altered for use) as
drug paraphernalia, such as empty vials, miniature pipes, or similar articles.
Tenant shall not use any entertainment or advertising medium such as hand bills,
flashing lights, loudspeakers, radios, televisions, or any other item which may
be seen, heard or otherwise perceived outside the demised premises. Tenant shall
not keep or otherwise distribute directly from within the demised premises or
the building any item which adversely affects the cleanliness, dignity,
reputation or appearance of the building or the demised premises, in whole or in
part including, without limitation, gambling, gaming, raffles and lotteries. All
refuse, rubbish, litter and packaging of Tenant and/or any customer of Tenant
shall be disposed of without littering the building or the demised premises, at
Tenant's expense, using receptacles within the demised premises supplied,
operated and maintained by Tenant for such purpose. Nothing in this paragraph,
however, shall restrict, limit or otherwise interfere with Tenant's ability to
conduct its business, which consists, among other things, of the electronic
display, distribution and dissemination of advertising, electronic commerce
offers and other information over the Internet; the sale of advertising
inventory located on Internet websites to facilitate same; and the transaction
of other business in connection with the foregoing and the maintenance of
facilities to enable the foregoing.




56.  MISCELLANEOUS:

     (A) Except as otherwise specifically provided in this lease, Tenant agrees
that it shall not at any time without first obtaining Landlord's written
consent, use, or permit to be used, any space outside of the demised premises
for any purpose.

     (B) All overdue installments of rent and additional rent shall bear
interest accruing from the date the obligation becomes due and payable, until
payment is made, at a rate equal to one (1%) percent over the then base rate of
Citibank, N.A. in New York, New York (the "Interest Rate"), which shall in no
event be greater than the maximum legal rate of interest.

     (C) If Local Law No. 5, or any amendment thereto, or rule or regulation
issued by any governmental authority pursuant thereto, requires that any change
be made with respect to the demised premises, Tenant shall, at its sole cost and
expense, make such change provided that such change is required substantially
only within the demised premises or is required by reason of Tenant's manner of
use of the demised premises.

     (D) If any term, covenant or condition of this lease shall provide that
Landlord shall not unreasonably withhold or delay its consent or approval,
Landlord shall, in no event, be held liable in damages or for any monetary
amount whatsoever (whether or not direct or indirect, foreseeable or not
foreseeable, or ordinary or extraordinary) if a claim is made that Landlord has
unreasonably withheld or delayed such consent or approval. In such case,
Tenant's sole recourse shall be to obtain an immediate expedited arbitration of
the dispute with one arbitrator selected by the Chairman of the Board of
Directors of the Management Division of the Real Estate Board of New York, Inc.,
or any successor organization thereto. The arbitrator shall be an impartial real
estate broker in New York City having at least ten years' experience in the
leasing of commercial real estate in New York City. In rendering his or her
decision, the arbitrator shall be free to select only Landlord's position or
Tenant's position, and the decision of such arbitrator shall be final, binding
and conclusive upon the parties.

     (E) If Tenant fails to make any repairs or perform any work which Tenant is
obligated to perform under this lease or if Tenant fails to perform any
obligations required by Article 6, Landlord shall have the right (but not the
obligation), upon reasonable notice to Tenant, to enter the demised premises and
perform any such repairs, work or obligations, the cost of which shall be paid
by Tenant to Landlord, as additional rent hereunder, within ten (10) days after
demand therefor.

     (F) Tenant shall not cause or permit any Hazardous Materials (hereinafter
defined) to be used, stored, transported, released, handled, produced or
installed in, on or from the demised premises or the building. "Hazardous
Materials", as used herein, shall mean any flammable materials, explosives,
radioactive materials, hazardous wastes, hazardous and toxic substances or
related materials, asbestos or any material containing asbestos, or any other
substance or material included in the definition of "hazardous substances",
"hazardous wastes", "hazard materials", "toxic substances", "contaminants" or
any other pollutant, or otherwise regulated by any Federal, state or local
environmental law, ordinance, rule or regulation including, without limitation,
the Comprehensive Environmental Response Compensation and Liability Act of 1980,
as amended, the Hazardous Materials Transportation Act, as amended, the Resource
Conservation and Recovery Act, as amended, and in the regulations adopted and
publications promulgated pursuant to each of the foregoing. In the event of a
violation by Tenant of any of the foregoing provisions of this Sub-Article,
Landlord may, without notice and without regard to any grace period contained
herein, take all remedial action deemed necessary by Landlord to correct such
condition and Tenant shall reimburse Landlord for the cost thereof, upon demand,
as additional rent.

     (G) Tenant shall have access to the building 24 hours per day, 365 days per
year, during the term of this lease, with at least one elevator serving the
demised premises. All other Landlord's services to be provided to Tenant
pursuant to this lease, notwithstanding any provision to the contrary contained
elsewhere in this lease, shall be provided during the appropriate season, only
from 7:00 a.m. to 6:00 p.m. on business days and on holidays (as referred to in
the last sentence of Article 31 of this lease) which occur on any day from
Monday through Friday.





     (H) Notwithstanding anything to the contrary contained elsewhere in this
lease, Landlord shall not provide any cleaning, extermination or rubbish removal
services to the demised premises. Tenant, at Tenant's sole cost and expenses,
shall provide all cleaning, extermination and rubbish removal services to the
demised premises subject to Landlord's reasonable rules and regulations with
respect thereto.

     (I) Notwithstanding anything to the contrary contained elsewhere in this
lease, in the event that on or prior to the third anniversary of the
Commencement Date of this lease, a tenant occupying the twelfth (12th) floor of
the building shall require a dedicated loading bay and freight elevator, Tenant
shall share the use of loading bay #21 and freight elevator F-8 with such other
tenant on an equal basis, including the sharing, on an equal basis with such
other tenant, of all obligations, liabilities, costs and expenses imposed by
this lease with respect to such loading bay and freight elevator on Tenant. Upon
the election by the 12th floor tenant to use such loading bay and freight
elevator, the same shall be deemed deleted from the demised premises, and in
lieu thereof, Tenant and such 12th floor tenant shall share the exclusive use of
the loading dock and freight elevator; Landlord shall thereafter be required to
maintain the same at its cost and expense, and Tenant shall be obligated to
reimburse Landlord for 50% of the costs thereof as additional rent under this
lease.

     (J) Tenant shall receive the following:

          (1) Overtime condenser water at the rate of $25.00 per hour to serve
the entire demised premises; and

          (2) A proportionate share (i.e., 3.584%) of the listings on the
directory in the lobby of the building.

     (K) Notwithstanding anything to the contrary contained elsewhere in this
lease, Landlord's charges for Tenant's move into the demised premises and for
supervision of Tenant Improvements may not exceed Landlord's actual and
reasonable out-of-pocket costs therefor.

     (L) Notwithstanding anything to the contrary contained in this lease, in no
event shall Landlord or Tenant be liable for consequential damages, including,
without limitation, loss of business or contracts, by reason of any default by
such party under this lease.

     (M) To assist Tenant in obtaining the benefits of Con Edison's Business
Incentive Rate for its electricity consumption at the demised premises, Landlord
shall execute the Business Incentive Rate Application (Riders F & J), a copy of
which is annexed hereto as Exhibit E. To the extent that Landlord shall receive
any reduction in the cost of electricity as a result thereof, the electricity
charges to Tenant pursuant to Article 39(A) of this lease shall be adjusted so
that Tenant shall receive such reduction on a dollar-for-dollar basis with the
reduction received by Landlord.

     (N) Landlord hereby consents to a sublease by Tenant to the New York City
Industrial Development Agency of Tenant's improvements to the demised premises
and a sub-sublease by the New York City Industrial Development Agency to Tenant
of such Tenant's improvements, it being understood and agreed that such sublease
and sub-sublease shall be subject and subordinate in all respects to this lease
and Landlord's rights and remedies under this lease.

     (O) Tenant shall have the right, at Tenant's expense, to amend the
certificate of occupancy of the building to permit office use of the Interior
Demised Area and Landlord shall cooperate with Tenant in connection therewith at
no cost or expense to Landlord.

     (P) This lease shall terminate and be of no force and effect whatsoever at
5:00 p.m. Eastern Standard Time on Friday, January 29, 1999, unless Landlord and
Tenant have executed and delivered an amendment to this lease prior thereto to
include the twelfth (12th) floor of the building in the demised premises, which
amendment shall have received the necessary approvals of Landlord's and Tenant's
committee. If this lease shall so terminate, Landlord shall return to Tenant the
first month's fixed rent and the Letter of Credit. Notwithstanding the
termination of this lease as provided in the immediately preceding sentence, at
Tenant's option, to be exercised by written notice (the Restoration Notice") to
Landlord no later than March 2, 1999, Tenant may cancel such termination of this
lease so that this lease shall thereafter be in full force and effect to 




the same effect as if this lease had not previously terminated pursuant to the
terms of this Sub-Article, if Tenant shall deliver the first month's fixed rent
and Letter of Credit to Landlord together with the Restoration Notice.

57.  SUBORDINATION:

     (A) This lease shall be subject and subordinate to all Superior Leases and
Superior Mortgages (as such terms are hereinafter defined), provided that (a) a
mortgagee (i.e., a holder of a mortgage on the land and/or building and of all
renewals, modifications, supplements, consolidations, replacements and
extensions of any such mortgage ("Superior Mortgage") shall execute and deliver
to Tenant an agreement in recordable form to the effect that, if there shall be
a foreclosure of its mortgage, deed-in-lieu of foreclosure or other exercise of
rights under the Superior Mortgage, such mortgagee will not make Tenant a party
defendant to such foreclosure, evict Tenant, disturb Tenant's possession under
this lease, or terminate or disturb Tenant's leasehold estate or rights
hereunder, and will recognize Tenant as the direct tenant of such mortgagee on
the same terms and conditions as are contained in this lease, subject to the
provisions hereinafter set forth, provided no event of default shall have
occurred and be continuing hereunder beyond all applicable notice and cure
periods, or (b) any ground lessor shall execute and deliver to Tenant an
agreement to the effect that if its ground or underlying lease of the land or
the building and all renewals, extensions, supplements, amendments and
modifications thereof ("Superior Lease") shall terminate or be terminated for
any reason, or if the holder of such Superior Lease exercises any other rights
under the Superior Lease, the ground lessor will not evict Tenant, disturb
Tenant's possession under the lease, or terminate or disturb Tenant's leasehold
estate or rights hereunder, and will recognize Tenant as the direct tenant of
such ground lessor on the same terms and conditions as are contained in this
lease (subject to the provisions hereinafter set forth), provided no event of
default shall have occurred and be continuing beyond all applicable notice and
cure periods hereunder and ground lessor shall not make Tenant a party in any
action to terminate any such Superior Lease or to remove or evict Tenant from
the demised premises provided no event of default shall have occurred and be
continuing beyond all applicable notice and cure periods hereunder (any such
agreement, or any agreement of similar import, from a mortgagee or a ground
lessor, as the case may be, being hereinafter referred to as a "Nondisturbance
Agreement", shall be in the form annexed hereto as Exhibit F). This clause shall
be self-operative and no further instrument of subordination shall be required
from Tenant to make the interest of any lessor or mortgagee superior to the
interest of Tenant hereunder, provided that Tenant receives a fully executed
original Nondisturbance Agreement in recordable form from the holder of each
such Superior Mortgage or Superior Lease. Tenant, however, shall execute and
deliver promptly the Nondisturbance Agreement, provided such agreement is
substantially in the same form as that annexed hereto as Exhibit F. in
confirmation of such subordination. Landlord represents that no Superior
Mortgage or Superior Lease exists as of the Commencement Date.

     (B) If required by the mortgagee or the ground lessor, within ten (10)
business days after notice thereof, Tenant shall join in any Nondisturbance
Agreement to indicate its concurrence with the provisions thereof and its
agreement to attorn to such mortgagee or ground lessor, as the case may be, as
Tenant's landlord hereunder, and Tenant shall promptly so accept, execute and
deliver any Nondisturbance Agreement proposed by any such mortgagee or ground
lessor which conforms to the provisions of this Article and is in the form of
Exhibit F annexed hereto.

58.  SECURITY:

     (A) Concurrently with Tenant's execution and delivery to Landlord of this
lease, Tenant shall deliver to Landlord a "clean", unconditional, irrevocable
and transferable letter of credit (the "Letter of Credit") issued by and drawn
on Chase Manhattan Bank (or a bank the main office of which is located in New
York City) and which is satisfactory to Landlord, for the account of Landlord,
as security for the faithful performance and observance by Tenant of the terms,
covenants, conditions and provisions of this lease, including, without
limitation, the surrender of possession of the demised premises to Landlord as
provided in this lease. The Letter of Credit shall be in the following amount:

          (i) From the date this lease is executed and delivered to Landlord to
and including the day immediately preceding the fifth (5th) anniversary of the
Rent Commencement 




Date, the amount of the Letter of Credit shall be THREE MILLION AND 00/100
DOLLARS ($3,000,000.00);

          (ii) Provided that the Tenant is not then in default with respect to
any of the monetary terms, covenants, conditions or provisions of this lease
beyond the expiration of all applicable notice and grace periods, on the fifth
(5th) anniversary of the Rent Commencement Date (or if Tenant is then so in
default, upon the cure of such default) the amount of the Letter of Credit shall
be reduced to ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS
($1,500,000.00);

          (iii) Provided that the Tenant is not then in default with respect to
any of the monetary terms, covenants, conditions or provisions of this lease
beyond the expiration of all applicable notice and grace periods, on the sixth
(6th) anniversary of the Rent Commencement Date (or if Tenant is then so in
default, upon the cure of such default) the amount of the Letter of Credit shall
be reduced to ONE MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS
($1,200,000.00);

          (iv) Provided that the Tenant is not then in default with respect to
any of the monetary terms, covenants, conditions or provisions of this lease
beyond the expiration of all applicable notice and grace periods, on the seventh
(7th) anniversary of the Rent Commencement Date (or if Tenant is then so in
default, upon the cure of such default) the amount of the Letter of Credit shall
be reduced to NINE HUNDRED THOUSAND AND 00/100 DOLLARS ($900,000.00);

          (v) Provided that the Tenant is not then in default with respect to
any of the monetary terms, covenants, conditions or provisions of this lease
beyond the expiration of all applicable notice and grace periods, on the eighth
(8th) anniversary of the Rent Commencement Date (or if Tenant is then so in
default, upon the cure of such default) the amount of the Letter of Credit shall
be reduced to SIX HUNDRED THOUSAND AND 00/100 DOLLARS ($600,000.00); and

          (vi) Provided that the Tenant is not then in default with respect to
any of the monetary terms, covenants, conditions or provisions of this lease
beyond the expiration of all applicable notice and grace periods, on the ninth
(9th) anniversary of the Rent Commencement Date (or if Tenant is then so in
default, upon the cure of such default) the amount of the Letter of Credit shall
be reduced to THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000.00).

          Landlord agrees to execute an amendment to the Letter of Credit or
otherwise direct the issuer of the Letter of Credit, as necessary, to facilitate
the reductions in the amount of the Letter of Credit provided above, provided
that Tenant is not at the time of any such reduction in default with respect to
any of the monetary terms, covenants, conditions or provisions of this lease
beyond the expiration of all applicable notice and grace periods (or if Tenant
is then so in default, upon the cure of such default).

          The Letter of Credit shall by its terms (i) automatically renew
annually and (ii) require the issuer to provide sixty (60) days prior written
notice (the "Cancellation Notice") to both Tenant and Landlord of any intent or
election on the part of the issuer to cancel or terminate the Letter of Credit.
If a Cancellation Notice is received, Tenant shall have thirty (30) days from
the date of receipt of such Cancellation Notice to deliver to Landlord a
substitute letter of credit in the same amount and on the same terms as required
by this Article (a "Substitute Letter of Credit"). After receipt by Landlord of
a Substitute Letter of Credit, Landlord shall promptly return the Letter of
Credit (or, as the case may be, the Substitute Letter of Credit with respect to
which the Cancellation Notice was received) to Tenant. If Landlord shall not
have received a Substitute Letter of Credit within the required thirty (30)
days, Landlord may, at its sole discretion, draw down the whole amount of the
Letter of Credit (or, as the case may be, the Substitute Letter of Credit with
respect to which the Cancellation Notice was received) and retain the proceeds
thereof as cash security in lieu of the Letter of Credit (or, as the case may
be, the Substitute Letter of Credit with respect to which the Cancellation
Notice was received) until Tenant shall have provided Landlord with a new
Substitute Letter of Credit.




     (B) In the event Tenant defaults beyond all applicable notice and cure
periods in respect of any of the terms, covenants, conditions or provisions of
this lease, including, but not limited to, the payment of rent and additional
rent, Landlord may present the Letter of Credit for payment, to the extent of,
and may use, apply or retain the proceeds thereof for, (i) the payment of any
rent, additional rent or other sum as to which Tenant is in default, (ii) any
sum which Landlord may expend or be required to expend (including attorneys'
fees and disbursements) by reason of Tenant's default, including, without
limitation, any damages or deficiency incurred or suffered by Landlord with
respect to the re-letting of the premises, whether such damage or deficiency
accrued before or after summary proceedings or other re-entry by Landlord, (iii)
any damage, liability, cost or expense (including attorneys' fees and
disbursements) incurred or suffered by Landlord by reason of Tenant's default,
and (iv) any liens, judgments, costs, expenses, damages, losses and liabilities
(whether or not in connection with litigation) incurred or suffered by Landlord
by reason of Tenant's failure to fully satisfy Tenant's indemnity, defense and
hold harmless obligations pursuant to any of the provisions of this lease. If
Landlord uses, applies or retains any part of the proceeds of the Letter of
Credit, Tenant, within twenty (20) days after demand, shall deposit with
Landlord, or reinstate the full amount of the Letter of Credit then required to
be maintained, the amount so used, applied or retained so that Landlord shall
have the full security on hand at all times during the term of this lease.

     (C) In the event that Tenant is not in default with respect to any of the
monetary terms, covenants, conditions or provisions of this lease upon the
expiration of the initial term of this lease, that portion of the Letter of
Credit that has not been used, applied or retained by Landlord pursuant to
SubArticle (B) of this Article shall be returned to Tenant, together with a
letter from Landlord addressed to the issuer of the Letter of Credit authorizing
cancellation of the Letter of Credit.

     (D) In the event of a sale of the land and/or building or the leasing of
the building, Landlord shall transfer the Letter of Credit to the vendee or
lessee, as the case may be, and Landlord shall thereupon be released by Tenant
from all liability for the return of, and with respect to, the Letter of Credit
and Tenant shall cause the bank which issued the Letter of Credit to issue an
amendment to the Letter of Credit or to issue a new Letter of Credit naming the
vendee or lessee as the beneficiary thereunder, provided that the previous
beneficiary of the Letter of Credit shall have delivered a letter from such
beneficiary addressed to the issuer of the Letter of Credit authorizing such
amendment of the Letter of Credit, or the cancellation of the existing Letter of
Credit in the case of the issuance of a new Letter of Credit. Upon such transfer
by Landlord of the Letter of Credit, Tenant agrees to and shall look solely to
such vendee or lessee, as the case may be, as the new landlord, for the return
of the whole or any portion of the Letter of Credit. The provisions of this
Article shall apply to every transfer or assignment of the Letter of Credit to a
new landlord.

     (E) Tenant shall not assign or encumber or attempt to assign or encumber
the Letter of Credit. Landlord, its successor and assigns, shall not be bound by
any assignment, encumbrance, attempted assignment or attempted encumbrance of
the Letter of Credit by Tenant.

59.  THE ROOF/SET-BACK AREA:

     (A) RENDERING.

         Landlord hereby approves of Tenant's proposed rendering of Tenant's
installations on the Roof/Set-Back Area, a copy of which is annexed hereto as
Exhibit G. provided that all the terms and conditions of this lease with respect
to the Roof/Set-Back Area are complied with by Tenant. It is understood and
agreed that Tenant may modify such rendering or substitute another rendering in
lieu thereof with Landlord's prior written consent, not to be unreasonably
withheld or delayed, provided that all the terms and conditions of this lease
with respect to the Roof/Set-Back Area are complied with by Tenant.
Notwithstanding Landlord's approval of the aforementioned rendering or of
Tenant's modification thereof or substitution of another rendering in lieu
thereof, Tenant may not perform any Changes to the Roof/Set-Back Area until and
unless Landlord has approved Tenant's detailed plans and specifications
therefor, such approval not to be unreasonably withheld or delayed, and Tenant
has complied with all the other terms and conditions of this lease with respect
to such Changes.




     (B) CERTAIN RESTRICTIONS.

          Tenant will not cook on the Roof/Set-Back Area and will not place
items of equipment or personally within the five (5) foot area measured from the
parapet inward. Tenant will comply with all applicable laws with respect to the
Roof/Set-Back Area, and will obtain a modification to the Certificate of
Occupancy if required for Tenant's use of, or improvements on or to, the
Roof/Set-Back Area. The Roof/Set-Back Area, including the improvements thereto,
will be solely for the use of Tenant, its employees and business invitees. All
improvements and installations to the Roof/Set-Back Area will be properly
secured to the roof. In addition, all improvements and installations (including,
without limitation, all fixtures, furnishings, equipment and other personal
property) shall satisfy building code requirements, and Tenant, before making
any such improvements and installations, shall submit detailed plans and
specifications thereof to Landlord for Landlord's consent, not to be
unreasonably withheld or delayed, showing the size and location thereof and the
manner in which such improvements and installations shall be secured to the
roof.

     (C)  FAR.

          If the building's available Floor Area Ratio ("FAR") is, diminished by
reason of any installations made by Tenant to the Roof/Set-Back Area, Landlord,
at its election (to be exercised only if Landlord then requires such FAR
rights), shall have the right to have Tenant remove any particular roof
installation, at Tenant's cost and expense, that was the cause of such
diminution in available FAR; provided that Tenant shall have the right to
reasonably contest the issue as to whether such installation diminishes FAR, but
if such contest shall not be finally determined within 60 days, Tenant shall
remove the installations during the pendency of the contest.

     (D)  RESTORATION.

          Tenant, at Landlord's election, by notice given to Tenant not later
than 180 days prior to the expiration of the term of this lease, shall restore
the Roof/Set-Back Area to its condition prior to Tenant's installation of its
improvements.

     (E)  REAL ESTATE TAXES AND INSURANCE.

          In addition to any amounts payable by Tenant pursuant to Articles 6
and 42 of this lease, but without any duplication thereof, Tenant shall pay
Landlord, as additional rent, for any increases in Taxes or costs of Landlord's
insurance directly attributable to Tenant's use of the Roof/Set-Back Area and
Tenant's Changes to the Roof/Set-Back Area.










                                   EXHIBIT A-1

                           DIAGRAM OF SIXTEENTH FLOOR









                                   EXHIBIT A-1

                                    [DIAGRAM]





                                   EXHIBIT A-2

                           DIAGRAM OF LOADING BAY #21
                            AND FREIGHT ELEVATOR #F-8






                                   EXHIBIT A-2

                                    [DIAGRAM]






                                   EXHIBIT A-3

                          DIAGRAM OF ROOF/SET-BACK AREA







                                   EXHIBIT A-3

                                    [DIAGRAM]






                                   EXHIBIT A-4

                      DIAGRAM OF SECOND ROOF/SET-BACK AREAS







                                   EXHIBIT A-4

                                    [DIAGRAM]






                                    EXHIBIT B

                               DESCRIPTION OF LAND

     That certain parcel of land situated in the Borough of Manhattan, City,
County and State of New York bounded and described as follows:

     BEGINNING at a point formed by the intersection of the easterly side of
Tenth Avenue and the northerly side of West 31st Street;

     THENCE eastwardly along the northerly side of West 31st Street, 302'0" to a
point;

     THENCE northwardly and parallel to Tenth Avenue, 455'0" to a point on the
southerly side of West 33rd Street;

     THENCE westwardly along the southerly side of West 33rd Street, 302'0" to a
point formed by the intersection of said southerly side of 33rd Street and the
easterly side of Tenth Avenue;

     THENCE southwardly along the easterly side of Tenth Avenue 455'0" to the
point of place of beginning.

SUBJECT TO:

     1.   Reservation in Liber 3673 cp 13.

     2.   Easements in Libers 4901 cp 614, 4902 cp 271, 4904 cp 646, 4920 cp 22.

     3.   Covenants in Liber 4920 cp 1, as amended and modified by Liber 5112 cp
          474 and Liber 5146 cp 162.






                                    EXHIBIT C

                        COPY OF CERTIFICATE OF OCCUPANCY





                                                                     Page 1 of 2
                                                                       Temporary
                                                              Alt 217/82 1072/85
                                                                         1737/85

                              THE CITY OF NEW YORK
                             DEPARTMENT OF BUILDINGS
                            CERTIFICATE OF OCCUPANCY

BOROUGH:  Manhattan              DATE:  April 15, 1998               No. 114601

This certificate supersedes C.O. No. 114116              ZONING DISTRICT:  M1-6

THIS CERTIFIES that the new-altered-existing building premises located at

        448-470 WEST 33RD STREET, SEC OF TENTH AVENUE, BLOCK 729, LOT 1
-------------------------------------------------------------------------------

CONFORMS SUBSTANTIALLY TO THE APPROVED PLANS AND SPECIFICATIONS AND TO THE
REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, AND REGULATIONS FOR THE USES AND
OCCUPANCIES SPECIFIED HEREIN.

                          PERMISSIBLE USE AND OCCUPANCY
--------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- Live Zoning Load Maximum Dwelling Building Building Lbs. No. of or Code Zoning Code per Persons Rooming Habitable Use Occupancy Story Sq.Ft. Permitted Units Rooms Group Group Description of Use --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- Cellar 120 10 B2 Storage --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 1st Floor 175 100 17 D2 Truck Terminal, Accessory Storage --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 6 C Store --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 700 6 F4 Cafeteria and Dining Rooms --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 70 6 F3 Cardiovascular Fitness Center --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- Mezzanine 58 6 F4 Cafeteria in Conjunction with First Floor Cafeteria --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 2nd Floor 120 855 16 Truck Terminal Warehouse --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 175 17 Manufacturing --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 6 Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- Mezzanine 120 597 6 E Offices and Battery Rooms --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 3rd & 4th 120 ea. 855 ea. 16 Warehouse Manufacturing Floor Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 5th Floor 120 648 6 E Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 147 6 F4 Employees' Cafeteria --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 60 6 F1B Meeting Room --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 6th Floor 75 855 6 Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 11 Light Manufacturing --------------- --------- ------------ ----------- ------------ ----------- -------------- ---------------------------
OPEN SPACE USE ----------------------------------------------------------------- (specify parking spaces, loading berths, other uses, none) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- NO CHANGE OF USE OR OCCUPANCY SHALL BE MADE UNLESS A NEW AMENDED CERTIFICATE OF OCCUPANCY IS OBTAINED THIS CERTIFICATE OF OCCUPANCY IS ISSUED SUBJECT TO FURTHER LIMITATIONS, CONDITIONS AND SPECIFICATIONS NOTED ON THE REVERSE SIDE. [illegible] [illegible] ------------------------------------- ----------------------------------- Borough Superintendent Commissioner / / ORIGINAL / / OFFICE COPY - DEPARTMENT OF BUILDING / / ORIGINAL Page 2 of 2 Temporary Alt 217/82 1072/85 1737/85 THE CITY OF NEW YORK DEPARTMENT OF BUILDINGS CERTIFICATE OF OCCUPANCY BOROUGH: Manhattan DATE: April 15, 1998 No. 114601 This certificate supersedes C.O. No. 114116 ZONING DISTRICT: M1-6 THIS CERTIFIES that the new-altered-existing building premises located at 448-470 WEST 33RD STREET, SEC OF TENTH AVENUE, BLOCK 729, LOT 1 ------------------------------------------------------------------------------- conforms substantially to the approved plans and specifications and to the requirements of all applicable laws, rules, and regulations for the uses and occupancies specified herein. PERMISSIBLE USE AND OCCUPANCY
--------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- Live Zoning Load Maximum Dwelling Building Building Lbs. No. of or Code Code per Persons Rooming Habitable Zoning Occupancy Story Sq.Ft. Permitted Units Rooms Use Group Group Description of Use --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 7th Floor 75 290 6 Eating and Drinking Place --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 565 6 Private Dining Room and Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 8th Floor 120 855 6 F4 Employee Cafeteria --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 6 E Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 9th Floor 75 855 6 Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 100 11 Light Manufacturing --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 10th Floor 120 855 6 E Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 11th Floor 75 855 6 Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 12th Floor 200 855 16 Warehouse --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 17 Manufacturing --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 6 Offices --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 13th & 14th 75 ea 855 ea 6 Offices Floors --------------- --------- ------------ ----------- ------------ ----------- -------------- --------------------------- 15th Floor 100 795 12 Snack Bar, Club Lounge, Skating Rink --------------- --------- ------------------------------------------------- -------------- --------------------------- Temporary certificate of occupancy Terms: Ninety (90) days Expires: July 15, 1998 --------------- --------- ------------------------------------------------- -------------- ---------------------------
OPEN SPACE USE ----------------------------------------------------------------- (specify parking spaces, loading berths, other uses, none) NO CHANGE OF USE OR OCCUPANCY SHALL BE MADE UNLESS A NEW AMENDED CERTIFICATE OF OCCUPANCY IS OBTAINED THIS CERTIFICATE OF OCCUPANCY IS ISSUED SUBJECT TO FURTHER LIMITATIONS, CONDITIONS AND SPECIFICATIONS NOTED ON THE REVERSE SIDE. [illegible] [illegible] ---------------------------------- ----------------------------------- Borough Superintendent Commissioner / / ORIGINAL / / OFFICE COPY - DEPARTMENT OF BUILDING / / ORIGINAL EXHIBIT D
Commencement Date to the date immediately preceding 5th anniversary of Rent 5th anniversary of Rent Commencement Date to the Commencement Date expiration of initial term Renewal Term -------------------------------- -------------------------------- -------------------------------- $28.75 per rentable square foot $31.75 per rentable square foot The fixed annual rent for such space, as determined pursuant to Article 53 of this lease, on a rentable square foot basis.
EXHIBIT E BUSINESS INCENTIVE RATE APPLICATION (RIDERS F & J) SUPPLEMENT TO APPLICATION FOR NON-RESIDENTIAL CUSTOMERS Applicant's Name: ______ Applicant's Title: _______ Application Date: _________ Application for: / / New Building Rate / / Vacant Building Rate / /Other: ------------------------------------------- Applicant's Telephone Number (including area code)" Business: __________________ Home: _______________ Application For: / / Electric / / Gas / / Heating / / Processing / / Cooking / / Water Heating Company Name: ______________________________________ Address: ____________________________________________ Borough/Town: ___________________________Zip ________ Type of Business: _____________________________________ Service Address (if different from company address): Address: ________________________________________ Borough/Town: ________________________Zip _______ Number of Employees: ____________________________ Are you currently a Con Edison customer at the "Service Address"? / / Yes / / No If "Yes" please provide your Con Edison Account Number: _______________________ We recommend audits for all our commercial/industrial customers and require that one be performed in conjunction with application for our business incentive rate. Have you had an energy audit performed for your business? / / Yes / / No Would you like us to schedule an energy audit for you? / / Yes / / No New customers must provide supporting documentation acceptable to Con Edison such as: / / Lease / / Deed / / Incorporation Certificate / / Business Certificate / / State License / / Other: --------------------------------------- For a New Building: When did connection start: ___/___/___ When did connection end? ___/___/___ Has construction start date documentation been provided? / / Yes / / No For a Vacant Building: Vacancy period: ___/___/___ to ___/___/___ Square footage currently vacant: __________ Has vacancy documentation been provided? When did connection end? Square footage vacant 12 months ago: / / Yes / / No Documentation of a substantial job-related property tax incentive (for a minimum of five years) or participation in the New York City Energy Cost Savings Program (ECSP) must be provided. Documentation provided: / / Tax Incentive / / ECSP / / Other: ------------------------------------------ Date: ___/___/___ The period of the rate reduction, the amount of the reduction, and other terms under which we provide service are specified in our filed tariff. The information supplied herein is accurate. I recognize that any Con Edison decision to provide reduced rate service will be based on the information I have supplied in this application. ------------------------------------------------------------------------------- Print (or Type) Name of Applicant or Authorized Representative Signature of Applicant or Authorized Representative Date For office use only. Do not write in the shaded area. ------------------------------------------------------------------------------- Prepared by Date Approved by Date EXHIBIT F SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT2 THIS AGREEMENT made the _____ day of __________________, _____, between ______________________, a corporation, having an office at ___________________ ________________________, New York, New York ___________ (the "MORTGAGEE"), and [put in name and address of Tenant] (the "TENANT"); W I T N E S S E T H : WHEREAS the Mortgagee is the present owner and holder of a certain mortgage or mortgages (the "Mortgage") encumbering the premises located in the Borough and County of ________________________ City and State of ______________________, known as _______________________________________________________ (the "PREMISES") and more particularly described on Exhibit A annexed hereto; WHEREAS the Tenant is the holder of a leasehold estate in a portion of the Premises under and pursuant to the provisions of a certain lease dated _________________________ with ___________________________________________, as landlord (the "LEASE"); and WHEREAS the Tenant has agreed to subordinate the Lease to the Mortgage and to the lien thereof and the Mortgagee has agreed to grant non-disturbance to the Tenant under the Lease on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of Ten ($10) Dollars and other good and valuable consideration, the receipt of which is hereby acknowledged, the Mortgagee and the Tenant hereby covenant and agree as follows: 1. The Tenant agrees that the Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of the Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the Mortgage and all of the terms, covenants and provisions thereof and to the lien thereof and to any and all increases, renewals, modifications, spreaders, consolidations, replacements and extensions thereof, and to any and all sums secured thereby, with the same force and effect as if the Mortgage had been executed, delivered and recorded prior to the execution and delivery of the Lease. 2. The Mortgagee agrees that if any action or proceeding is commenced by the Mortgagee to foreclose the Mortgage or to sell the Premises or to take any other action under or with respect to the Mortgage, the Tenant shall not be named as a party in any such action nor shall the Tenant be named a party in connection with any sale of the Premises, provided that at the time of the commencement of any such action or proceeding or at the time of any such sale the Tenant shall not be in default under any of the monetary or other material terms, covenants or conditions of the Lease or of this Agreement on the part of the Tenant to be observed or performed thereunder or hereunder after expiration of any applicable notice and/or cure periods, unless applicable law requires the Tenant to be made a party thereto as a condition to proceeding against the Landlord or protecting such rights and remedies. In the latter case, the Mortgagee may join the Tenant as a defendant in such action only for such purposes and not to terminate the Lease. 3. The Tenant agrees that if the Mortgagee or any successors in interest to the Mortgagee shall become the owner of the Premises by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between ------------------- This is the form for a Subordination, Non-Disturbance and Attornment Agreement given with respect to a Superior Mortgage. The parties shall use the same form for such an Agreement to be given with respect to a Superior Lease, making all appropriate modifications for such an Agreement. the Mortgagee and the Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event the Tenant agrees to attorn to the Mortgagee and the Mortgagee agrees to accept such attornment, provided, however, that the provisions of the Mortgage shall govern with respect to the disposition of any casualty insurance proceeds (unless the Mortgage provisions are inconsistent with the Lease provisions, in which event the Lease provisions shall control) or condemnation awards (except that if John Hancock Mutual Life Insurance Company or any affiliate of John Hancock Mutual Life Insurance Company is the Mortgagee, the provisions of the Lease shall govern with respect to the disposition of any casualty insurance proceeds or condemnation awards) and the Mortgagee shall not be (i) obligated to complete any construction work required to be done by the Landlord (as hereinafter defined) pursuant to the provisions of the Lease or to reimburse the Tenant for any construction work done by the Tenant except for Landlord's Work Contribution to be paid pursuant to Article 44 of the Lease; (ii) liable for any obligation of the Landlord, or for any act or omission of the Landlord, to be performed prior to such foreclosure or sale, but Mortgagee (or any successor of Mortgagee) shall be liable for any obligation of the Landlord, or any act or omission of the Landlord, to the extent to be performed, or occurring, after Mortgagee has taken possession of the Premises and become the Landlord; (iii) subject to any offsets, claims or counterclaims which shall have accrued to the Tenant against the Landlord prior to the date on which the Mortgagee or its successor in interest shall become the owner of the Premises, except for any offset specifically provided for in the Lease; and (iv) liable for any security deposit or other monies not actually received by the Mortgagee. 4. The Tenant shall not, without the prior written consent of the Mortgagee (i) enter into any agreement amending, modifying or terminating the Lease, (ii) prepay any of the rents, additional rents or other sums due under the Lease for more than one (1) month in advance of the due date thereof, (iii) voluntarily surrender the premises demised under the Lease or terminate the Lease without cause or shorten the term thereof; or (iv) assign the Lease or sublet the premises demised under the Lease or any part thereof except in accordance with Article 52 of the Lease; and any such amendment, modification, termination, prepayment or voluntary surrender without the prior written consent of the Mortgagee shall not be binding on the Mortgagee, provided, however, in no event shall the foregoing affect any of the Tenant's rights, if any, to terminate the Lease pursuant to express provisions contained in the Lease. 5. The Tenant hereby represents and warrants to the Mortgagee that as of the date hereof (i) the Tenant is the owner and holder of the tenant's interest under the Lease, (ii) the Lease has not been modified or amended except as may otherwise be provided above, (iii) the Lease is in full force and effect and the term thereof commenced on ____________, pursuant to the provisions thereof, (iv) to the extent factually accurate, the premises demised under the Lease have been completed and the Tenant has taken possession of the same on a rent paying basis, (v) to the extent factually accurate, neither the Tenant nor, to the best of Tenant's knowledge, the Landlord is in default beyond all applicable notice and cure periods under any of the terms, covenants or provisions of the Lease and the Tenant, to the best of its knowledge, knows of no event which but for the passage of time or the giving of notice or both would constitute an event of default by the Tenant or the Landlord under the Lease, (vi) to the extent factually accurate, neither the Tenant nor the Landlord has commenced any action or given or received any notice for the purpose of terminating the Lease, (vii) all rents, additional rents and other sums due and payable under the Lease have been paid in full and no rents, additional rents or other sums payable under the Lease have been paid for more than one (1) month in advance of the due dates thereof, and (viii) to the extent factually accurate, to the best of Tenant's knowledge, there are no offsets or defenses to the payment of the rents, additional rents, or other sums payable under the Lease. 6. The Tenant shall notify the Mortgagee of any default by the Landlord under the Lease or any other circumstance which would entitle the Tenant to cancel or terminate the Lease other than by reason of fire or condemnation (but any notice that Tenant shall give Landlord in the event of fire or condemnation shall simultaneously be given in the same manner to Mortgagee) or abate the rents, additional rents or other sums payable thereunder, and agrees that, notwithstanding any provisions of the Lease to the contrary, no notice of cancellation, termination or abatement thereof shall be effective unless the Mortgagee shall have received notice of the default or other circumstance giving rise to such cancellation, termination or abatement and shall have failed within forty-five (45) days after receipt of such notice to cure such default or remedy such circumstance, or if such default cannot be cured or such circumstance remedied within forty-five (45) days, shall have failed within forty-five (45) days after receipt of such notice to commence to cure such default or remedy such circumstance and to thereafter diligently pursue any action necessary to cure such default or remedy such circumstance, as the case may be, provided, however, in no event shall the foregoing affect or delay any of the Tenant's rights, if any, to terminate the Lease pursuant to express provisions contained in the Lease, including Article 9 of the Lease. Further, Tenant's failure to give Mortgagee the notice provided by this paragraph shall not be deemed to be a default by Tenant under any of the monetary or other material terms, covenants or conditions of this Agreement under the proviso of the first sentence of paragraph 2 of this Agreement. 7. Anything herein or in the Lease to the contrary notwithstanding, in the event that the Mortgagee shall acquire title to the Premises, or shall otherwise become liable for any obligations of the Landlord under the Lease, the Mortgagee's liability as Landlord under the Lease shall be that provided for in Article 47 of the Lease. 8. Any notice, request, demand, statement, authorization, approval or consent made hereunder shall be in writing and shall be sent by Federal Express, or other reputable courier service, or by postage pre-paid registered or certified mail, return receipt requested, and shall be deemed given when received or refused (as indicated on the receipt) and addressed as follows: If to the Mortgagee: --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Attention: ----------------------------------------------------------- With a copy to: --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Attention: ----------------------------------------------------------- and --------------------------------------------------------------------- --------------------------------------------------------------------- --------------------------------------------------------------------- Attention: ----------------------------------------------------------- If to the Tenant: To the addresses for notices to be given to Tenant pursuant to Article 28 of the Lease, it being understood and agreed that each party will use reasonable efforts to send copies of any notices to the addresses marked "With a copy to" hereinabove or in Article 28 of the Lease set forth; provided, however, that failure to deliver such copy or copies shall have no consequence whatsoever to the effectiveness of any notice made to the Tenant or the Mortgagee. Each party may designate a change of address by notice given, as hereinabove provided, to the other party, at least fifteen (15) days prior to the date such change of address is to become effective. 9. This Agreement shall be binding upon and inure to the benefit of the Mortgagee and the Tenant and their respective successors and assigns. 10. The term "Mortgagee" as used herein shall include the successors and assigns of the Mortgagee and any person, party or entity which shall become the owner of the Premises by reason of a foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise. The term "Landlord" as used herein shall mean and include the present landlord under the Lease and such landlord's predecessors and successors in interest under the Lease. The term "Premises" as used herein shall mean the Premises, the improvements now or hereafter located thereon and the estates therein encumbered by the Mortgage. 11. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. 12. This Agreement shall be governed by and construed under the laws of the State in which the Premises are located. 13. IN WITNESS WHEREOF, THE MORTGAGEE AND THE TENANT HAVE DULY EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. [NAME OF MORTGAGEE] By: ------------------------------------------ -------------------------,---------------- [NAME OF TENANT ] By: ------------------------------------------ -------------------------,---------------- EXHIBIT A (Legal Description) STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On the ____ day of, ________________, before me personally came __________ ______________________________, to me known, who, being by me duly sworn, did depose and say that he/she resides at that he/she is a of , the corporation described in and which executed the above instrument; and that he/she signed his/her name thereto by authority of the Board of Directors of said corporation. ------------------------------------ Notary Public STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) On this ____ day of ___________________, before me personally came _______________________________, to me known to be the _______________________ of ___________________________________________, the person described in and who executed the foregoing instrument and he acknowledged to me that he executed the same. ------------------------------------ Notary Public EXHIBIT G TENANT `S RENDERING OF ROOF/SET-BACK AREA