SOFTWARE TECHNOLOGIES CORP/
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a2030120zex-10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

<PAGE>

                    ----------------------------------------
                         STANDARD FORM OF OFFICE LEASE
                     THE REAL ESTATE BOARD OF NEW YORK, INC.
                    ----------------------------------------


AGREEMENT OF LEASE, made as of this____________________day of
April________,2000 between GRANT REGENT, LLC, a New York limited liability
company having an address c/o Macklowe Properties, 142 West 57th Street, New
York, New York 10019 party of the first part, hereinafter referred to as
OWNER, and SOFTWARE TECHNOLOGIES CORPORATION, a corporation having an address




                  party of the second part, hereinafter referred to as TENANT.


WITNESSETH:         Owner hereby leases to Tenant and Tenant hereby hires from
Owner the entire 37th floor, as shown on EXHIBIT A attached hereto and made a
part hereof (but excluding elements of the building which penetrate through
the floor and janitorial and electrical closets; alternatively, the "DEMISED
PREMISES" or the "DEMISED PREMISES") in the building known as 140 EAST 45TH
STREET (A/K/A/ 2 GRAND CENTRAL TOWER; alternatively, the "BUILDING" OR THE
"BUILDING") in the Borough of MANHATTAN, City of New York, for the term of
TEN (10) YEARS AND (4) MONTHS

            (or until such term shall sooner cease and expire as hereinafter
provided) to commence on the day SET FORTH IN SECTION 37(a)_____________, and to
end on the_______________day SET FORTH IN SECTION 37 (a) both dates inclusive,
at an annual rental rate SET FORTH IN 37(b)

which Tenant, agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first_________________monthly installment on the execution hereof
(unless this lease be a renewal).

     In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

     The parties hereto, for themselves, their heirs, distributees, executors,
administrators, legal representatives, successors and assigns, hereby covenant
as follows:
RENT:       1. Tenant shall pay the rent as above and as hereinafter provided.
OCCUPANCY:  2. Tenant shall use and occupy demised premises for general and
executive offices for software design and development only, and for no other
purpose.




TENANT ALTERATIONS:  3. Tenant shall make no changes in or to the demised
premises of 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 not 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 cause Tenant's contractors and
subcontractors 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, as
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 as
its expense, repair and restore the premises to the condition existing prior
installation and repair any damage to the demised premises or the building
due to such removal. All property permitted or required to be removed, by
Tenant at the end of the term remaining in the premises after Tenant's
removal shall be deemed abandoned and may, at the election of Owner, either
be retained as Owner's property or may be removed from the premises by Owner,
at Tenant's expense.

MAINTENANCE AND REPAIRS:  4. Tenant shall throughout the term of this lease,
take good care of the demised premises and the fixtures and appurtenances
herein. Tenant shall be responsible for all damage or injury to the demised
premises or any other part of the building and the systems and equipment
thereof, whether requiring structural or nonstructural repairs caused by or
resulting from carelessness, omission, neglect or improper conduct of Tenant.
Tenant's subtenants, agents, employees, invitees or licensees, or which arise
out of any work, labor, service or equipment done for or supplied to Tenant
or any subtenant or arising out of the installation, use or operation of the
property or equipment of Tenant or any subtenant. Tenant shall also repair
all damage to the building and the demised premises caused by the moving of
Tenant's fixtures, furniture and equipment. Tenant shall promptly make, at
Tenant's expense, all repairs in and to the demised premises for which Tenant
is responsible, using only the contractor for the trade or trades in
question, selected from a list of at least two contractors per trade
submitted by Owner. Any other repairs in or to the building or the facilities
and systems thereof for which Tenant is responsible shall be performed by
Owner at the Tenant's expense.  Owner shall maintain in good working order
and repair the exterior and the structural portions of the building,
including the structural portions of its demised premises, and the public
portions of the building interior and the building plumbing, electrical,
heating and ventilating systems (to the extent such systems presently exist)
serving the demised premises. Tenant agrees to give prompt notice of any
defective condition in the premises for which Owner may be responsible
hereunder. There shall be no allowance to Tenant for diminution of rental
value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or others making repairs,
alterations, additions or improvements in or to any portion of the building
or the demised premises or in and to the fixtures, appurtenances or equipment
thereof. It is specifically agreed that Tenant shall not be entitle3d to any
setoff or reduction of rent by reason of any failure of Owner to comply with
the covenants of this or any other article of this Lease, Tenant agrees that
Tenant's sole remedy at law in such instance will be by way of an action for
damages for breach of contract. The provisions of this Article 4 shall not
apply in the case of fire or other casualty which are dealt with in Article 9
hereof.

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

REQUIREMENTS OF LAW, FIRE INSURANCE FLOOR LOADS:  6. Prior to the
commencement of the lease term, if Tenant is then in possession, and at all
times thereafter, Tenant, at Tenant's sole cost and expense, shall promptly
comply with all present and future laws, orders and regulations of all state,
federal, municipal and local governments, departments, commissions and boards
and any direction of any public officer pursuant to law, and all orders,
rules and regulations of the New York Board of Fire Underwriters, Insurance
Services Office, or any similar body which shall impose any violation, order
or duty upon Owner or Tenant with respect to the demised premises, whether or
not arising out of Tenant's use or manner of use thereof, (including Tenant's
permitted use) or, 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 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

<PAGE>

Owner's satisfaction against all damages, interest, penalties and expenses



SUBORDINATION:      7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any
such underlying leases and mortgages.  This clause shall be self-operative and
no further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part.  In confirmation of such
subordination, Tenant shall from time to time execute promptly any certificate
that Owner may request.

PROPERTY LOSS, DAMAGE REIMBURSEMENT INDEMNITY:  8. Owner or its agents shall
not be liable for any damage to property of Tenant or of others entrusted to
employees of the building, nor for loss of or damage to any property of
Tenant by theft or otherwise, nor for any injury or damage to persons or
property resulting from any cause of whatsoever nature, unless caused by or
due to the negligence 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 and eviction. Tenant shall indemnify and save
harmless Owner against and from all liabilities, obligations, damages,
penalties, claims, costs and expenses for which Owner shall not be reimbursed
by insurance, including reasonable attorneys fees, paid, suffered or incurred
as a result of any breach by Tenant, Tenant's agents, contractors, employees,
invitees, or licensees, of any covenant or condition of this lease, or the
carelessness, negligence or improper conduct of the Tenant.  Tenant's agents,
contractors, employees, invitees or licensees. Tenant's liability under this
lease extends to the acts and omissions of any sub-tenant, and any agent,
contractor, employee, invitee or licensee of any sub-tenant.  In case 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 is writing,
such approval not to be unreasonably withheld.

DESTRUCTION, FIRE AND OTHER CASUALTY:  9. (a) If the demised premises or any
part thereof shall be damaged by fire or other casualty, Tenant shall give
immediate notice thereof to Owner and this lease shall 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 unusable or (whether or not the demised premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide to
demolish it or to rebuild it, then in any of such events, Owner may elect to
terminate this lease by written notice to Tenant, given within 90 days after
such fire or casualty, or 30 days after adjustment of the insurance claim for
such fire or casualty, 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. Unless Owner shall serve a termination notice as provided
for herein, Owner shall make the repairs and restorations under the conditions
of (b) and (c) hereof, with all reasonable expedition, subject to delays due to
adjustment of insurance claims, labor troubles and causes beyond Owner's
control. After any such casualty, Tenant shall cooperate with Owner's
restoration by removing from the premises as promptly as reasonably possible,
all of Tenant's salvageable inventory and 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. (c) 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 with respect to
subparagraphs (b), (d), and (e) above, against the other or any one claiming
through or under each of them way of subrogation or otherwise. The release and
waiver herein referred to shall be deemed to include any loss or damage to the
demised premises and/or to any personal property, equipment, trade fixtures,
goods and merchandise located therein. The foregoing release and waiver shall be
in force only if both releasors' insurance policies contain a clause providing
that such a release or waiver shall not invalidate the insurance. If, and to
the extent, that such waiver can be obtained only by the payment of additional
premiums, then the party 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 under
the provisions hereof with respect to waiver of subrogation. Tenant acknowledges
that Owner will not carry insurance on Tenant's furniture and/or furnishings or
any fixtures or equipment, improvements, or appurtenances removable by Tenant
and agrees that Owner will not be obligated to repair any damage thereto or
replace the same. (l) Tenant hereby waives the provisions of Section 227 of the
Real Property Law and agrees that the provisions of this article shall govern
and control in lieu thereof.

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

ASSIGNMENT, MORTGAGE, ETC.:  11. Tenant, for itself, its heirs, distributees,
executors, administrators, legal representative, successor and assigns,
expressly convenants 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 CURRENT:  12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time of
the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

ACCESS TO PREMISES:  13. Owner or Owner's agents shall have the right (but shall
not be obligated) to enter the demised premises in any emergency at any time,
and, at other reasonable times, 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.

<PAGE>

to perform. Tenant shall permit Owner to use and maintain and replace pipes
and conduits in and through the demised premises and to erect new pipes and
conduits therein provided they are concealed within the walls, floors, or
ceiling. Owner may, during the progress of any work in the demised premises,
take all necessary materials and equipment into said premises without the
same constituting an eviction nor shall the Tenant be entitled to any 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
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 SPACE, AREA:  14. No Vaults, vault space or area, whether or not
enclosed or covered, not within the property line of the building is leased
hereunder, anything contained in or indicated on any sketch, blue print or plan,
or anything contained elsewhere in this lease to the contrary notwithstanding.
Owner makes no representation as to the location of the property line of the
building. All vaults and vault space and all such areas not within the property
line of the building, which Tenant may be permitted so 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 so 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 the sending of a
written notice to Tenant within a reasonable time after the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any state naming Tenant as the debtor; 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 Tenants 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 reletting. Nothing herein contained shall limit
or prejudice the right of the Owner to prove for and obtain as liquidated
damages by reason of such termination, an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved, whether or not such
amount be greater, equal to, or less than the amount of the difference
referred to above.

DEFAULT:  17. (1) If Tenant defaults in fulfilling any of the covenants of this
lease other than the covenants for the payment of rent or additional rent; or if
the demised  premises become vacant or deserted; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant; or
if this lease be rejected under Section 235 of Title 11 of the U. S. Code
(bankruptcy code); or if Tenant shall fail to move into or take possession of
the premises within thirty (30) days after the commencement of the terms of this
lease, then, in any one or more of such events, upon Owner serving a written
fifteen (15) days notice upon Tenant specifying the nature of said default and
upon the expiration of said fifteen (15) days, if Tenant shall have failed to
comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said fifteen (15) day period, and if Tenant shall not have
diligently commenced curing such default within such fifteen (15) day period and
shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written five (5) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said five (5) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such five (5) day period were the
day herein definitely fixed for the end and expiration of this lease and the
term thereof and Tenant shall then quit and surrender the demised premises to
Owner but Tenant shall remain liable as hereinafter provided.

              (2) If the notice provided for in (1) hereof shall have been
given, and the term shall expire as aforesaid; 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;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the date fixed as the commencement
of any renewal of extension of the lease. Owner may cancel and terminate such
renewal or extension by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:  18. In case of any such default,
re-entry, expiration and/or dispossess by summary proceedings or otherwise,
(a) the rent shall become due thereupon and be paid up to the time of such
re-entry, dispossess and/or expiration, (b) Owner may re-let the premises or
any part or parts thereof, either in the name of Owner or otherwise, for a
term or terms, which may at Owners' 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 judgement, considers advisable and necessary for the purpose of
re-letting the demised premises, and the making of such alterations, repairs,
replacements, and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid. Owner shall in no event be
liable in any way whatsoever for failure to re-let the demised premises, or
in the event that the demised premises are re-let, for failure to collect the
rent thereof under such re-letting, and in no event shall Tenant be entitled
to receive any excess, if any, of such net rents collected over the sums
payable by Tenant to Owner hereunder. In the event of a breach or threatened
breach by Tenant of any of the covenants or provisions hereof, Owner shall
have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if re-entry, summary proceedings and other remedies were
not herein provided for. Mention in this lease of any particular remedy,
shall not preclude Owner from any other remedy, in law or in equity. Tenant
hereby expressly waives any and all rights of redemption granted by or under
any present or future laws in the event of Tenant being evicted or
dispossessed for any cause, or in the event of Owner obtaining possession of
demised premises, by reason of the violation by Tenant of any of the
covenants and conditions of this lease, or otherwise.

FEES AND EXPENSES:  19. If Tenant shall default in the observance or performance
of any term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms of provisions in any article of this lease, after
notice if required and upon expiration of any applicable grace period if any,
(except in an emergency), then, unless otherwise provided elsewhere in this
lease, Owner may immediately or at any time thereafter and without notice
perform the obligation of Tenant thereunder. If Owner, in connection with the
foregoing or in connection with any default by Tenant in the covenant to pay
rent hereunder, makes any expenditures or incurs any obligations for the payment
of money, including but not limited to reasonable 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 ALTERATIONS AND MANAGEMENT:  20. Owner shall have the right at any time
without the same constituting an eviction and without incurring liability to
Tenant therefor to change the arrangement and/or location of public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets or other
public of the building and to change the name, number or designation by which
the building may be known. There shall be no allowance to Tenant for diminution
of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or other
Tenants making any repairs in the building or any such alterations, additions
and improvements. Furthermore, Tenant shall not have any claim against Owner


<PAGE>

by reason of Owner's imposition of such controls of the manner of access to the
building by Tenant's social or business visitors as the Owner may deem necessary
for the security of the building and its occupants.

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

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

QUIET ENJOYMENT:  23. Owner covenants and agrees with Tenant that upon Tenant
paying the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 31 hereof and so the ground leases, underlying leases and
mortgages hereinbefore mentioned.

FAILURE TO GIVE POSSESSION:  24. If Owner is unable to give possession of the
demised premises on the date of the commencement of the term hereof, because
of the holding-over or retention of possession of any tenant, undertenant or
occupants or if the demised premises are located in a building being
constructed, because such building has not been sufficiently completed to make
the premises ready for occupancy or because of the fact that a certificate of
occupancy has not been procured or for any other reason, Owner shall not be
subject to any liability for failure to give possession on said date and the
validity of the lease shall not be impaired under such circumstances, nor
shall the same be construed in any wise to extend the term of this lease, but
the rent payable hereunder shall be abated (provided Tenant is not
responsible for Owner's inability to obtain possession or complete
construction) until after Owner shall have given Tenant written notice that
the Owner is able to deliver possession in condition required by this lease.
If permission is given to Tenant to enter into the possession of the demised
premises or to occupy premises other than the demised premises prior to the
date specified as the commencement of the term of this lease, Tenant
convenants and agrees that such possession and/or occupancy shall be deemed
to be under all the terms, convenants, conditions and provisions of this
lease except the obligation to pay the fixed annual rent set forth in the
preamble to this lease. The provisions of this article are intended to
constitute and "express provision to the contrary" within the meaning of
Section 223-a of the New York Real Property Law.

NO WAIVER:  25. The failure of Owner to seek redress for violation of, or to
insist upon the strict performance of any covenant or condition of this lease or
of any of the Rules or Regulations, set forth or hereafter adopted by Owner,
shall not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent and/or additional rent with knowledge of the breach of
any covenant of this lease shall not be deemed a waiver of such breach and no
provision of this lease shall be deemed to have been waived by Owner unless such
waiver be in writing signed by Owner. No payment by Tenant or receipt by Owner
of a lessor 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 agent 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 of Owner's agent
shall have any power to accept the keys of said premises prior to the
termination of the lease and the delivery of keys to any such agent or employee
shall not operate as a termination of the lease or a surrender of the premises.

WAIVER OF TRIAL BY JURY:  26. It is mutually agreed by and between Owner and
Tenant that the respective parties hereto shall and they hereby do waive
trial by jury in any action proceeding or counterclaim brought by either of
the parties hereto against the other (except for personal injury or property
damage) on any matters whatsoever arising out of or in any way connected with
this lease, the relationship of Owner and Tenant, Tenant's use of or
occupancy of said premises, and any emergency statutory or any other statutory
remedy. It is further mutually agreed that in the event Owner commences any
proceeding or action for possession 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 PERFORM:  27. This Lease and the obligation of Tenant to pay rent
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 implied 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.

BILLS AND NOTICES:  28. Except as otherwise in this lease provided, a bill,
statement, notice or communication which Owner may desire or be required to give
to Tenant, shall be deemed sufficiently given or rendered if, in writing,
delivered to Tenant personally or sent by registered or certified mail addressed
to Tenant at the building of which the demised premises form a part or as the
last known residence address or business address of Tenant or left at any of the
aforesaid premises addressed to Tenant, and the time of the rendition of such
bill or statement and of the giving of such notice or communication shall be
deemed to be the time when the same is delivered to Tenant, mailed, or left at
the premises as herein provided. Any notice by Tenant to Owner must be served by
registered or certified mail addressed to Owner at the address first hereinabove
given or at such other address as Owner shall designate by written notice.

SERVICE PROVIDED BY OWNERS:  29.  As long as Tenant is not in default under any
of the covenants of this lease beyond the applicable grace period provided in
this lease for the curing of such defaults, Owner shall provide: (a) necessary
elevator facilities on business days from 8 a.m. to 6 p.m. and have one elevator
subject to call at all other times; (b) heat to the demised premises when and as
required by law, on business days from 8 a.m. to 6 p.m.; (c) water for ordinary
lavatory purposes, but if Tenant uses or consumes water for any other purposes
or in unusual quantities (of which fact Owner shall be the sole judge), Owner
may install a water meter at Tenant's expense which Tenant shall thereafter
maintain at Tenant's expense in good working order and repair to register such
water consumption and Tenant shall pay for water consumed as shown on said meter
as additional rent as and when bills are rendered; (d) cleaning service for the
demised premises on business days at Owner's expense provided that the same are
kept in order by Tenant. If, however, said premises are to be kept clean by
Tenant, it shall be done at Tenant's sole expense, in a manner reasonably
satisfactory to Owner and no one other than persons approved by Owner shall be
permitted to enter said premises or the building of which they are are a part
for such purpose. Tenant shall pay Owner the cost of removal of any of Tenant's
refuse and rubbish from the building; (e) If the demised premises are serviced
by Owner's air conditioning/cooling and ventilating systems, air
conditioning/cooling will be furnished to tenant from May 15th through
September 30th on business days (Mondays through Fridays, holidays excepted)
from 8 a.m. to 6 p.m. and ventilation will be furnished on business days during
the aforesaid hours except when air conditioning/cooling is being furnished as
aforesaid. If Tenant requires air conditioning/cooling or ventilation for more
extended hours or on Saturdays, Sundays or on holidays, as defined under Owner's
contract with Operating Engineers Local 94-94A, Owner will furnish the same as
Tenant's expense. RIDER to be added in respect to rates and conditions for such
additional service; (f) Owner reserves 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:  30. The Captions are inserted only as matter of convenience and for
reference and in no way define, limit or describe the scope of this lease nor
the intent of any provisions thereof.

DEFINITIONS:  31. The term "office", or "offices", wherever used in this lease,
shall not be construed to mean premises used as a store or stores, for the sale
or display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, barber shop, or for other
similar purposes or for manufacturing. The term "Owner" means a landlord or
lessor, and as used in this lease means only the owner, or the morgageee in
possession, of the time being of the land and building (or the owner of a lease
of the building or of the land and building) of which the demised premises form
a part, so that in the event of any sale or sales of said land and building or
of said lease, or in the event of a lease of said building, or of the land and
building, the said Owner shall be and hereby is entirely freed and relieved of
all covenants and obligations of Owner hereunder, and it shall be deemed and
construed without further agreement between the parties or their successors in
interests, 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


<PAGE>

this lease shall exclude Saturdays, Sundays and all days observed by the State
or Federal Government as legal holidays and those designated as holidays by the
applicable building service union employees service contract or by the
applicable Operating Engineers contract with respect to HVAC service. Wherever
it is expressly provided in this lease that consent shall not be unreasonably
withheld, such consent shall not be unreasonably delayed.

ADJACENT EXCAVATION-SHORING:  32. If an excavation shall be made upon land
adjacent to the demised premises, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation,
license to enter upon the demised premises for the purpose of doing such work as
said person shall deem necessary to preserve the wall or the building of which
demised premises form a part from injury or damage and to support the same by
proper foundations without any claim for damages or indemnity against Owner, or
diminution or abatement of rent.

RULES AND REGULATIONS:  33. Tenant and Tenant's servants, employees, agents,
visitors, and licensees shall observe faithfully, and comply strictly with, the
Rules and Regulations and such other and further reasonable Rules and
Regulations as Owner or Owner's agents may from time to time adopt. Notice of
any additional rules or regulations shall be given in such manner as Owner may
elect. In case Tenant disputes the reasonableness of any additional Rule or
Regulation hereafter made or adopted by Owner or Owner's agents, the parties
hereto agree to submit the question of the reasonableness of such Rule or
Regulations 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's part shall be deemed waived unless the same shall be
asserted by service of a notice, in writing upon Owner within fifteen (15) days
after the giving of notice thereof. Nothing in this lease contained shall be
construed to impose upon Owner any duty or obligation to enforce the Rules and
Regulations or terms, covenants or conditions in any other lease, as against any
other tenant and Owner shall not be liable to Tenant for violation of the same
by any other tenant, its servants, employees, agents, visitors or licensees.

SECURITY:  34. Tenant has deposited with Owner the sum of $1,827,000 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 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 have the right to transfer the
security to the vendee or lessee and Owner shall thereupon be released by Tenant
from all liability for the return of such security; and Tenant agrees to look to
the new Owner solely for the return of said security, and it is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
security to a new Owner. Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the monies deposited herein as
security and that neither Owner nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance.

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

SUCCESSOR AND ASSIGNS:  36. The covenants, conditions and agreements
contained in this lease shall bind and inure to the benefit of Owner and
Tenant and their respective heirs, distributees, executors, administrators,
successors, and except as otherwise provided in this lease, their assigns.
Tenant shall look only to Owner's estate and interest in the land and
building, for the satisfaction of Tenant's remedies for the collection of a
judgment (or other judicial process against Owner in the event of any default
by Owner hereunder, and no other property or assets of 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 ADDITIONAL ARTICLES
37 THROUGH 55.

--------------------------------------
SPACE TO BE FILLED OR DELETED

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


         OWNER:              GRAND REGENT, LLC

                             By: Grand Regent MM LLC

                                 By: Grand Regent Corp.

Witness for Owner:                   By:
                                        ----------------------------------
                                        Name:
                                             -----------------------------
                                        Title:
                                              ----------------------------


-------------------------------------------------------------------------------


Witness for Tenant     TENANT:    SOFTWARE TECHNOLOGIES CORPORATION


                                  BY
                                    --------------------------------------
                                    Name:
                                         ---------------------------------
                                    Title:
                                          --------------------------------


                                ACKNOWLEDGEMENTS


CORPORATE OWNER
STATE OF NEW YORK,    SS:
COUNTY OF

    On this      day of         , 20     , 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 is
was so affixed by order of the Board of Directors of said corporation, and that
he signed his name thereto by like order.



--------------------------------------------------------------------------------


CORPORATE TENANT
STATE OF NEW YORK,     SS:
COUNTY OF

    On this      day of         , 20   , 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 of
said corporation; the seal affixed to said instrument is such corporate seal;
that is was so affixed by order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.



--------------------------------------------------------------------------------


<PAGE>


                                    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 therefore, 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 of remedies reserved to Owner pursuant so the provisions of
the within lease.  The undersigned further convenants 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 convenant and agree that in any action or proceeding
brought by either Owner or the undersigned against the other on 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
trail by jury.

Dated:                                                           , 20
      -----------------------------------------------------------    -----------


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


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


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


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


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





STATE OF NEW YORK  )        AS:

COUNTY OF          )


On this             day of          , 2000        , before me personally came
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 ARTICLES 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 an 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 safeguards. 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, din 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 therein, nor shall any bicycles, vehicles, animals,
fish, or birds be kept in or about the building. 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.

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 premises 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 demised premises or the building of which they form a part.  No
boring, cutting or stringing of wires shall be permitted, 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 an interlining of
builder'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 so 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 the manner approved by Owner.  Owner reserves the
right to inspect all freight to be brought into the building and so exclude
from the building all freight which violates any of these Rules and
Regulations of the lease of 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 orders 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 remove any safe, heavy machinery, heavy equipment,
bulky matter, or fixtures into or out of the building without Owner's prior
written consent.  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 convenants 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 contractor 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
contract 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 indemnify, 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.


<PAGE>


          Inserts to printed portion of Lease dated as of June 1, 2000,
         between Grand Regent, LLC, as Owner, and Software Technologies
           Corporation, as Tenant, with respect to the portion of the
             34th floor at 140 East 45th Street, New York, New York

                              --------------------

Article 4

4A    Owner, except in the event of an emergency, shall give reasonable notice
      of the performance of the foregoing repairs and shall conduct the same to
      the extent reasonably practical (but without the necessity of incurring
      overtime or premium wages or other additional costs) in such a manner as
      to avoid unreasonable interference with Tenant's use of the demised
      premises for the use permitted by Article 2 hereof, except as may be
      required by applicable law.

Article 9

9A    Notwithstanding anything in this Article 9 to the contrary, if the Demised
      Premises or any part thereof shall be damaged by fire or other casualty as
      set forth in this Article 9 and Owner is required to or elects to repair
      and restore the Demised Premises, and if Owner has not substantially
      completed the required repairs and restored the Demised Premises within
      nine (9) months after the date of such fire or other casualty, or within
      such period thereafter (not to exceed three (3) months) as shall equal the
      aggregate period Owner may have been delayed in doing so by adjustment of
      insurance, labor trouble, governmental controls, or any other cause beyond
      Owner's reasonable control, then Tenant shall, during the ten (10) days
      following the expiration of the foregoing period, have the right to elect
      to terminate this lease upon written notice to Owner and such election
      shall be effective upon the expiration of thirty (30) days after the date
      of such notice, unless Owner substantially completes such restoration
      within such thirty (30) day period.

Article 13

13A   During the term of this lease, Tenant shall have access to the Demised
      Premises twenty-four (24) hours per day, seven (7) days per week.

13B   after reasonable notice (except in the event of an emergency)

13C   after reasonable notice (except in the event of an emergency)

13D   All entries made by owner for the foregoing purposes shall (except in an
      emergency) be after reasonable prior notice which may be given orally and
      shall be conducted to the extent reasonably practical (but without the
      necessity of incurring overtime or premium wages or other additional
      costs) in such a manner as to avoid unreasonable interference with
      Tenant's use of the Demised Premises for the use permitted by Article 2
      hereof, except as may be required by applicable law.

Article 26

26A   except for compulsory counterclaims

Article 33

33A   Owner agrees that it shall not enforce the Rules or Regulations as against
      Tenant in a discriminatory fashion vis-a-vis other tenants.

<PAGE>

                              RIDER TO OFFICE LEASE

                                TABLE OF CONTENTS

Article                                                                     Page
-------                                                                     ----

  37. TERM; FIXED RENT.........................................................1
  38. USE OF DEMISED PREMISES..................................................1
  39. TAXES....................................................................2
  40. OPERATING EXPENSES.......................................................3
  41. ATTORNMENT AND NOTICE TO OWNER...........................................7
  42. ASSIGNMENT AND SUBLETTING................................................9
  43. INSURANCE...............................................................13
  44. TENANT'S WORK AND ALTERATIONS...........................................15
  45. ELECTRIC ENERGY.........................................................17
  46. OWNER'S SERVICES........................................................21
  47. INDEMNIFICATION.........................................................22
  48. LATE CHARGE.............................................................23
  49. BROKER..................................................................23
  50. MISCELLANEOUS PROVISIONS................................................23
  51. NOTICES.................................................................25
  52. OWNER'S CONTRIBUTION....................................................26
  53. HOLDOVER................................................................26
  54. INTENTIONALLY OMITTED...................................................27
  55. SECURITY DEPOSIT........................................................27

Schedule A - Fixed Rent
Exhibit A  - Floor Plan
Exhibit B  - Cleaning Specifications
Exhibit C  - Maintenance Charge Rates
Exhibit D  - Alteration Rules and Regulations
Exhibit E  - Form of Non-Disturbance Agreement
Exhibit F  - Form of Letter of Credit
<PAGE>

            RIDER TO LEASE DATED AS OF MAY ____, 2000 BETWEEN GRAND REGENT, LLC,
AS OWNER (ALTERNATIVELY, "OWNER" OR "LANDLORD"), AND SOFTWARE TECHNOLOGIES
CORPORATION, AS TENANT ("TENANT").

            37. TERM; FIXED RENT.

            (a) The term of this lease shall commence on June 1, 2000 (the
"Commencement Date") and shall end at 11:59 p.m. on September 30, 2010 (the
"Expiration Date"), or on such earlier date upon which the term of this lease
shall expire or be canceled or terminated pursuant to any of the terms,
conditions or covenants of this lease or pursuant to law.

            (b) The rental rate per period payable hereunder (sometimes referred
to herein as the "rent", "Rent", or "Fixed Rent") shall be as set forth in
Schedule A annexed hereto and made a part hereof. Fixed Rent shall be payable in
lawful money of the United States which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment, in equal monthly
installments in advance on the first day of each month during the term of this
lease, at the office of Owner or at such other place as Owner may designate in
writing, without any offset, reduction, deduction, defense and/or counterclaim
whatsoever. For purposes of this lease, the term "Additional Charges" shall mean
all charges, fees and other sums of money (other than Fixed Rent) as shall be
due and payable from time to time by Tenant to Owner pursuant to this lease.

            (c) Notwithstanding anything to the contrary contained in this
lease, provided that Tenant shall not then be in default under any of the terms,
covenants and conditions contained in this lease beyond the expiration of any
applicable notice and/or cure period, Tenant shall be entitled to an abatement
of the Fixed Rent payable for the period (the "Abatement Period") from the
Commencement Date to (but not including) October 1, 2000 (the "Rent Commencement
Date"); provided, however, that during such Abatement Period, Tenant shall not
be relieved of its obligation to pay the sum of $6,100.00 (payable in monthly
installments of $1,525.00), representing the Electric Consumption Charge (as
defined in Article 45 hereof) component of Fixed Rent applicable to such
Abatement Period, plus any Additional Charges with respect to such Abatement
Period.

            38. USE OF DEMISED PREMISES. Supplementing the provisions of Article
2 of this lease:

            (a) Tenant shall not at any time use or occupy the Demised Premises
or the Building, or suffer or permit anyone to use or occupy the Demised
Premises, or do anything in the Demised Premises or the Building, or suffer or
permit anything to be done in, brought into or kept on the Demised Premises,
which in any manner in the reasonable judgment of Owner (i) constitutes a
violation of the laws and requirements of any public authorities or the
requirements of insurance bodies; (ii) impairs the character, reputation or
appearance of the Building as a first-class office building; or (iii) discharges
objectionable fumes, vapors or odors into the Building's flues or vents or
otherwise in such manner as Owner, in the exercise of its reasonable judgment,
concludes may offend other tenants or occupants of the Building.

            (b) Tenant shall not use, or suffer or permit anyone to use, the
Demised Premises or any part thereof, for (i) an agency, department or bureau of
the United States Government, any state or municipality within the United States
or any foreign government, or any political subdivision of any of them, or any
other entity subject to diplomatic or sovereign immunity, (ii) an employment
agency, (iii) any charitable, religious, union or other not-for-profit
organization, or (iv) any tax exempt entity within the meaning of Section
168(h)(2)(A) of the Internal Revenue Code of 1986, as amended, or any successor
or substitute statute, or rule or regulation applicable thereto, as same may be
amended.


                                     - 1 -
<PAGE>

            (c) If any governmental license or permit (other than a certificate
of occupancy for the entire Building) shall be required for the proper and
lawful conduct of Tenant's business in the Demised Premises or any part thereof,
Tenant, at its expense and prior to conducting business in the Demised Premises,
shall duly procure and thereafter maintain such license or permit and submit the
same to Owner for inspection. Tenant shall at all times comply with the terms
and conditions of each such license or permit.

            39. TAXES.

            (a) The terms defined below shall for the purposes of this lease
have the meanings herein specified:

                  (i) "Taxes" shall mean all real estate taxes, sewer rents,
water frontage charges, business improvement district and other assessments,
special or otherwise, levied, assessed or imposed by the City of New York or any
other taxing authority upon or with respect to the Building and the land
thereunder (the "Land") and all taxes assessed or imposed with respect to the
rentals payable under this lease other than general income, gross receipts and
excess profits taxes (except that general income, gross receipts and excess
profits taxes shall be included if covered by the provisions of the following
sentence). Taxes shall also include any taxes, charges or assessments levied,
assessed or imposed by any taxing authority in addition to or in lieu of the
present method of real estate taxation, provided such additional or substitute
taxes, charges and assessments are computed as if the Building were the sole
property of Owner subject to said additional or substitute tax, charge or
assessment. With respect to any Tax Year, all expenses, including legal fees,
experts' and other witnesses' fees, incurred in contesting the validity or
amount of any Taxes or in obtaining a refund of Taxes, shall be considered as
part of the Taxes for such Tax Year. Notwithstanding the foregoing, Taxes shall
not include franchise taxes, gift taxes, capital stock taxes, inheritance taxes,
estate taxes or taxes imposed on land and improvements other than the Land and
the Building. Tenant hereby waives any right to institute or join in tax
certiorari proceedings or other similar proceedings contesting the amount or
validity of any Taxes.

                  (ii) "Tax Year" shall mean each period of twelve (12) months,
commencing on the first day of July of each such period, in which occurs any
part of the term of this lease, or such other period of twelve (12) months
occurring during the term of this lease as hereafter may be duly adopted as the
fiscal year for real estate tax purposes of the City of New York.

                  (iii) "Tax Statement" shall mean an instrument or instruments
setting forth the amount payable by Tenant for a specified Tax Year pursuant to
this Article. If any Tax Statement is not accompanied by a copy of the tax bill,
Owner shall furnish the same to Tenant promptly after Owner's receipt of notice
from Tenant requesting the same.

                  (iv) "Tenant's Percentage" shall mean 1.8711 percent
(1.8711.%).

                  (v) "Base Taxes" shall mean the Taxes payable for the Tax Year
commencing July 1, 2000 and ending June 30, 2001.

            (b) If the Taxes payable for any Tax Year shall exceed the Base
Taxes, Tenant shall pay to Owner, as Additional Charges for such Tax Year, an
amount (herein called the "Tax Payment") equal to Tenant's Percentage of the
amount by which the Taxes payable by Owner for such Tax Year are greater than
the Base Taxes.

            (c) The Tax Payment for each Tax Year shall be due and payable in
installments in the same manner that Taxes for such Tax Year are due and payable
to the City of New York, except that Tenant shall pay Tenant's Percentage of
each such installment to Owner at least thirty (30) days prior to the date such
installment first becomes due to the City of New York. Owner's failure to render
a Tax Statement with respect to any Tax Year shall not


                                     - 2 -
<PAGE>

prejudice Owner's right thereafter to render a Tax Statement with respect to any
such Tax Year nor shall the rendering of a Tax Statement prejudice Owner's right
thereafter to render a corrected Tax Statement for that Tax Year.

            (d) In the event Taxes for any Tax Year or part thereof shall be
reduced after Tenant shall have paid Tenant's Tax Payment in respect of such Tax
Year, Owner shall set forth in the first Tax Statement thereafter submitted to
Tenant the amount of such refund and, provided that Tenant is not then in
default under this lease, Tenant shall receive a credit against the installment
or installments of Tenant's Tax Payment next falling due equal to Tenant's
Percentage of such refund, but in no event shall the credit exceed the amount of
the Additional Charges paid by Tenant with respect to Taxes for said Tax Year.
If the Taxes comprising the Base Taxes are reduced as a result of an appropriate
proceeding or otherwise, the Taxes as so reduced shall for all purposes be
deemed to be Taxes for the Base Taxes, and Owner shall give notice to Tenant of
the amount by which the Tax Payments previously made were less than the Tax
Payments required to be made under this Article 39, and Tenant shall pay the
amount of the deficiency within ten (10) days after demand therefor.

            (e) The expiration or termination of this lease during any Tax Year
for any part or all of which there is a Tax Payment or refund due under this
Article 39 shall not affect the rights or obligations of the parties hereto
respecting such Tax Payment or refund and any Tax Statement relating to such Tax
Payment may, on a pro-rata basis, be sent to Tenant subsequent to, and all such
rights and obligations shall survive, any such expiration or termination. Any
such payment shall be (i) calculated based on a year of 365 days and paid based
on the actual number of days elapsed and (ii) shall be payable within thirty
(30) days after such statement is sent to Tenant.

            40. OPERATING EXPENSES.

            (a) The terms defined below shall for the purposes of this lease
have the meanings herein specified:

                  (i) "Operations Year" shall mean each calendar year in which
occurs any part of the term of this lease.

                  (ii) "Operation Expenses" shall mean any and all costs and
expenses (other than Taxes) paid or incurred by Owner in connection with the
operation, servicing, management and maintenance of the Building and the Land.
Operation Expenses shall include, without limitation:

                        (A) all wages, contract costs and benefits of employees
engaged in the operation and maintenance of the Building and the Land, whether
employed by Owner or an independent contractor engaged by Owner, such as
salaries, wages, bonuses, medical, surgical and general welfare benefits
(including group life, health, accident or other types of insurance), pension
payments, retirement benefits, vacation pay, social security taxes, unemployment
insurance taxes, payroll taxes, workmen's compensation and other charges or
benefits payable under law or under the terms of any collective bargaining
agreement;

                        (B) the cost of the electricity and water (including
sewer rental) furnished to common areas of the Building, including taxes
thereon;

                        (C) the cost of heating and cooling the Building;

                        (D) the cost of fire and extended coverage, rent,
casualty, liability, war risk, boiler, sprinkler and other insurance carried
with respect to the Building;

                        (E) charges under cleaning contracts and other service
contracts pertaining to the operation and maintenance of the Building and the
Land; and


                                     - 3 -
<PAGE>

                        (F) management fees paid to any managing agent retained
by Owner in connection with the operation or management of the Building.

            Operation Expenses shall exclude the following:

                        (1) interest, principal, points and fees on debts or
amortization on any mortgage or mortgages or any other debt instrument
encumbering the Building (except in connection with the financing of items which
may be included in Operation Expenses);

                        (2) marketing costs, including real estate broker
leasing commissions, and attorneys' fees in connection with the negotiation and
preparation of letters of intent, leases, subleases and/or assignments, and
attorneys' fees and other costs and expenditures incurred in connection with
disputes with present or prospective tenants or other occupants of the Building;

                        (3) costs incurred with respect to the installation of
other tenants' or occupants' improvements, in connection with negotiations or
disputes with any other tenant in the Building or arising from the violation by
Owner or any other tenant in the Building of the terms and conditions of any
such tenant's lease;

                        (4) costs of any items (including, but not limited to,
costs incurred by Owner for the repair of damage to the Building) to the extent
Owner receives reimbursement from insurance proceeds or from a third party (such
proceeds to be deducted from Operation Expenses in the year in which received,
except that any deductible amount under any insurance policy shall be included
within Operation Expenses);

                        (5) costs of a capital nature, including, without
limitation, capital improvements, capital repairs and capital equipment; except
for those (i) incurred to reduce Operation Expenses (amortized at an annual rate
reasonably calculated to equal the amount of Operation Expenses to be saved in
each calendar year throughout the term of this Lease, as reasonably determined
at the time Owner elects to proceed with the capital improvement or acquisition
of the capital equipment to reduce Operation Expenses), together with interest
thereon at a rate per annum equal to the Prime Rate announced from time to time
by The Chase Manhattan Bank or its successor-in-interest at its headquarters in
New York City (the "Prime Rate"), (ii) incurred after the Commencement Date in
order to comply with any governmental law or regulation that was enacted
subsequent to the Commencement Date or (iii) incurred in connection with a
replacement or improvement which in Owner's reasonable judgment is prudent to
make in lieu of repairs to the replaced or improved items(s), provided that such
capital costs shall be amortized over their useful life, together with interest
thereon at a rate per annum equal to the Prime Rate;

                        (6) costs incurred in connection with the presence of
any Hazardous Materials in the Building, except to the extent the presence of
such Hazardous Materials is as a result of the acts of Tenant, its agents,
officers, partners, subtenants, employees, contractors or invitees;

                        (7) compensation for officers and executives of Owner
above the grade of building manager;

                        (8) advertising and promotional expenditures, and costs
of other tenant's signs; and

                        (9) electric power costs or other utility costs for
which any tenant directly contracts with the local public service company (but
Owner shall have the right to "gross up" as if the floor was vacant).


                                     - 4 -
<PAGE>

                  (iii) "Base Operating Expense Amount" shall mean the Operation
Expenses for the year commencing January 1, 2000 and ending December 31, 2000.

                  (iv) "Owner's Operating Statement" shall mean an instrument or
instruments, setting forth the amount payable by Tenant for a specified
Operations Year pursuant to this Article, and providing a break-down for various
categories of expenses as is generally furnished to tenants by owners of
comparable buildings in midtown Manhattan.

            (b) If Operation Expenses for any Operations Year shall be greater
than the Base Operating Expense Amount, Tenant shall pay to Owner, as Additional
Charges for such Operations Year, a sum equal to Tenant's Percentage of the
amount by which Operation Expenses for such Operations Year are greater than the
Base Operating Expense Amount (herein called the "Operation Payment").

            (c) If during any Operations Year (including, without limitation,
the calendar years used to calculate Operating Expense Amount), (i) more than
five (5%) percent of any rentable space in the Building shall be vacant or
unoccupied, and/or (ii) the tenant or occupant of any space in the Building
undertook to perform work or services therein in lieu of having Owner (or
Owner's affiliates) perform the same and the cost thereof would have been
included in Operation Expenses, then, in any such event(s), the Operation
Expenses for such Operations Year which vary based on occupancy shall be
adjusted to reflect the Operation Expenses that would have been incurred if
ninety-five (95%) percent of the Building had been occupied or if Owner (or
Owner's affiliates) had performed such work or services, as the case may be.

            (d) Owner may furnish to Tenant, prior to the commencement of each
Operations Year, a written statement setting forth Owner's reasonable estimate
of the Operation Payment for the next Operations Year. Tenant shall pay to Owner
on the first day of each month during such Operations Year an amount equal to
one-twelfth of Owner's estimate of the Operation Payment for such Operations
Year. If, however, Owner shall not furnish any such estimate for an Operations
Year or if Owner shall furnish any such estimate for an Operations Year
subsequent to the commencement thereof, then until the first day of the month
following the month in which such estimate is furnished to Tenant, Tenant shall
pay to Owner on the first day of each month an amount equal to the monthly sum
payable by Tenant to Owner under this Section in respect of the last month of
the preceding Operations Year; on the first day of the month following the month
in which any estimate is furnished to Tenant pursuant to this Section and
monthly thereafter until a new or revised estimate is furnished to Tenant,
Tenant shall pay to Owner an amount equal to one-twelfth (1/12th) of the
Operation Payment shown on such estimate. Owner may from time to time give
notice to Tenant stating whether the installments of the Operation Payment
previously made for an Operations Year were greater or less than the
installments of the Operation Payment that were required to be paid pursuant to
Owner's estimate for such Operations Year, and (i) if there shall be a
deficiency, Tenant shall pay the amount thereof within ten (10) days after
Owner's written demand therefor, or (ii) if there shall have been an
overpayment, Owner shall credit the amount thereof against future installments
of Fixed Rent and/or Additional Charges next due and payable. If this lease
shall expire before any such credit shall have been fully applied, Owner shall
refund to Tenant the unapplied balance of such credit within ten (10) days after
such expiration, provided Tenant is not in default of any of its covenants,
agreements or obligations under this lease.

            (e) Owner shall furnish to Tenant an Owner's Operating Statement for
each Operations Year. Tenant shall pay to Owner, within thirty (30) days of the
furnishing of Owner's Operating Statement, the Operation Payment for the
Operations Year in question; provided, however, if Owner has furnished to Tenant
a statement of the estimated Operation Payment for such Operations Year under
the preceding Section 40(d) and the Owner's Operating Statement shall show that
the estimated sums so paid by Tenant were (i) less than the Operation Payment to
be paid by Tenant for such Operations Year, Tenant shall pay the amount of such
deficiency within thirty (30) days after delivery of said Owner's Operating
Statement or


                                     - 5 -
<PAGE>

(ii) greater than the Operation Payment to be paid by Tenant for such Operations
Year, Owner shall credit against future installments of Fixed Rent and/or
Additional Charges next coming due the amount of such excess. If this lease
shall expire before any such credit shall have been fully applied, Owner shall
refund to Tenant the unapplied balance of such credit within thirty (30) days
after such expiration, provided Tenant is not in default of any of its
covenants, agreements or obligations under this lease.

            (f) (i) Tenant, upon reasonable notice given within sixty (60) days
of the receipt of such Owner's Operating Statement, may elect to have Tenant's
designated (in such notice) certified public accountant (which shall be a
"Big-4" accounting firm) examine such of Owner's books and records (collectively
"Records") as are directly relevant to the Owner's Operating Statement in
question. If Tenant shall not give such notice within such (60) day period, then
the Owner's Operating Statement as furnished by Owner shall be conclusive and
binding upon Tenant. In connection with any examination by Tenant of Owner's
books and records, Tenant agrees to treat, and to instruct its employees,
accountants and agents to treat, all information as confidential and not
disclose it to any other person; and Tenant will confirm or cause its employees,
certified public accountant and agents to confirm such agreement pursuant to
such separate, reasonable instrument as Owner may request.

                  (ii) In the event that Tenant, after having reasonable
opportunity to examine the Records (but in no event more than 60 days from the
date on which the Records are made available to Tenant), shall disagree with the
Owner's Operating Statement, then Tenant may send a written notice ("Tenant's
Statement") to Owner of such disagreement, specifying in reasonable detail the
basis for Tenant's disagreement and the amount of the Operation Payment Tenant
claims is due. Owner and Tenant shall attempt to adjust such disagreement. If
they are unable to do so, Owner and Tenant shall designate a certified public
accountant (the "Arbiter") whose determination made in accordance with this
subsection (f) shall be binding upon the parties. If the determination of the
Arbiter shall substantially confirm the determination of Owner, then Tenant
shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm
the determination of Tenant, then Owner shall pay the cost of the Arbiter. In
all other events, the cost of the Arbiter shall be borne equally by Owner and
Tenant. The Arbiter shall be a member of an independent certified public
accounting firm having at least ten (10) accounting professionals. In the event
that Owner and Tenant shall be unable to agree upon the designation of the
Arbiter within thirty (30) days after receipt of notice from the other party
requesting agreement as to the designation of the Arbiter, then either party
shall have the right to request the American Arbitration Association (the "AAA")
to designate as the Arbiter a Certified Public Accountant whose determination
made in accordance with this subsection (f) shall be conclusive and binding upon
the parties, and the cost of such certified public accountant shall be borne as
hereinbefore provided in the case of the Arbiter designated by the Owner and
Tenant. Owner and Tenant hereby agree that any determination made by an Arbiter
designated pursuant to this subsection (f) shall not exceed the amount(s) as
determined to be due in the first instance by Owner's Operation Statement, nor
shall such determination be less than the amount(s) claimed to be due by Tenant
in Tenant's Statement, and that any determination which does not comply with the
foregoing shall be null and void and not binding on the parties. In rendering
such determination such Arbiter shall not add to, subtract from or otherwise
modify the provisions of this lease, including the immediately preceding
sentence. Notwithstanding the foregoing provisions of this subsection (f),
Tenant, pending the resolution of any contest pursuant to the terms hereof,
shall continue to pay all sums as determined to be due in the first instance by
such Owner's Operation Statement and, upon the resolution of such contest,
suitable adjustment shall be made in accordance therewith with appropriate
refund to be made by Owner to Tenant (or credit allowed Tenant against
Additional Charges next due and payable) if required thereby. (The term
"substantially" as used herein, shall mean a variance of 10% or more.)

            (g) Owner's failure to render an Owner's Operating Statement with
respect to any Operations Year shall not prejudice Owner's right thereafter to
render an Owner's


                                     - 6 -
<PAGE>

Operating Statement with respect to any such Operations Year, nor shall the
rendering of an Owner's Operating Statement prejudice Owner's right thereafter
to render a corrected Owner's Operating Statement for that Operations Year.

            (h) In any instance in which Tenant is entitled to a refund pursuant
to the terms of this lease, Owner may, in lieu of allowing such refund, credit
against future installments next due and payable of Fixed Rent and/or Additional
Charges any amounts to which Tenant shall be entitled. If this lease shall
expire before any such credit shall have been fully applied, then Owner shall
refund to Tenant the unapplied balance of such credit within thirty (30) days
after such expiration, provided that Tenant is not in default of any of its
covenants, agreements or obligations under this lease.

            (i) The commencement or termination of this lease during any
Operations Year shall not relieve Tenant of the obligation to make Operation
Payments on a pro-rata basis for the portion of the Operations Year following
the Commencement Date and/or preceding the Expiration Date. All such rights and
obligations under this Article 40 shall survive the expiration or termination of
this lease. Any payment due by Owner or Tenant under such Owner's Operating
Statement shall be (i) calculated based on a year of 365 days and paid based on
the actual number of days elapsed and (ii) shall be payable within thirty (30)
days after such statement is sent to Tenant.

            41. ATTORNMENT AND NOTICE TO OWNER. Supplementing the provisions of
Article 7 of this lease:

            (a) This lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate to all ground leases, overriding leases and underlying
leases of the Land and/or the Building and/or that portion of the Building of
which the Demised Premises are a part, now or hereafter existing and to all
mortgages and assignments of leases and rents (each such mortgage or assignment
is hereinafter referred to as a "mortgage") which may now or hereafter affect
the Land and/or the Building and/or that portion of the Building of which the
Demised Premises are a part and/or any of such leases, whether or not such
mortgages shall also cover other lands and/or buildings and/or leases, to each
and every advance made or hereafter to be made under such mortgages, and to all
renewals, modifications, replacements and extensions of such leases and such
mortgages and spreaders and consolidations of such mortgages. This Section shall
be self-operative and no further instrument of subordination shall be required.
In confirmation of such subordination, Tenant shall promptly execute,
acknowledge and deliver any instrument that Owner, the lessor under any such
lease or the holder of any such mortgage or any of their respective
successors-in-interest may reasonably request to evidence such subordination;
and if Tenant fails to execute, acknowledge or deliver any such instruments
within ten (10) business days after Owner's written request therefor, Tenant
hereby irrevocably constitutes and appoints Owner as Tenant's attorney-in-fact,
coupled with an interest, to execute and deliver any such instruments for and on
behalf of Tenant. Any lease to which this lease is, at the time referred to,
subject and subordinate is herein called "Superior Lease" and the lessor of a
Superior Lease or its successor in interest, at the time referred to, is herein
called "Superior Lessor"; and any mortgage to which this lease is, at the time
referred to, subject and subordinate is herein called "Superior Mortgage" and
the holder of a Superior Mortgage is herein called "Superior Mortgagee."

            (b) If any act or omission of Owner would give Tenant the right,
immediately or after lapse of a period of time, to cancel or terminate this
lease, or to abate or offset against the payment of rent or to claim a partial
or total eviction, Tenant shall not exercise such right until (i) it has given
written notice of such act or omission to Owner and each Superior Mortgagee and
each Superior Lessor whose name and address shall previously have been furnished
to Tenant and (ii) a reasonable period for remedying such act or omission shall
have elapsed following the giving of such notice (which reasonable period shall
be the period to which Owner would be entitled under this lease or otherwise,
after similar notice, to effect such remedy plus thirty (30) days).


                                     - 7 -
<PAGE>

            (c) If any Superior Lessor or Superior Mortgagee, or any designee of
any Superior Lessor or Superior Mortgagee, shall succeed to the rights of Owner
under this lease, whether through possession or foreclosure action or delivery
of a new lease or deed, then at the request of such party so succeeding to
Owner's rights (herein called "Successor Owner"), Tenant shall attorn to and
recognize such Successor Owner as Tenant's Owner under this lease and shall
promptly execute and deliver any instrument that such Successor Owner may
reasonably request to evidence such attornment. Upon such attornment this lease
shall continue in full force and effect as a direct lease between the Successor
Owner and Tenant upon all of the terms, conditions and covenants as are set
forth in this lease, except that the Successor Owner shall not be:

                  (i) liable for any previous act or omission of Owner (or its
predecessors in interest);

                  (ii) responsible for any moneys owing by Owner to the credit
of Tenant;

                  (iii) subject to any credits, offsets, claims, counterclaims,
demands or defenses which Tenant may have against Owner (or its predecessors in
interest);

                  (iv) bound by any payments of rent which Tenant might have
made for more than one (1) month in advance to Owner (or its predecessors in
interest);

                  (v) bound by any covenant to undertake or complete any
construction of the Demised Premises or any portion thereof;

                  (vi) required to account for any security deposit other than
any security deposit actually delivered to the Successor Owner;

                  (vii) bound by any obligation to make any payment to Tenant or
grant or be subject to any credits, except for services, repairs, maintenance
and restoration provided for under this lease to be performed after the date of
attornment and which Owners of like properties ordinarily perform at the owner's
expense, it being expressly understood, however, that the Successor Owner shall
not be bound by an obligation to make payment to Tenant with respect to
construction performed by or on behalf of Tenant at the Demised Premises;

                  (viii) bound by any modification of this lease made without
the written consent of the Successor Owner; or

                  (ix) required to remove any person occupying the Demised
Premises or any part thereof.

            (d) (i) Notwithstanding the foregoing provisions of this Article 41,
(A) with respect to any Superior Lease or Superior Mortgage now existing, Owner
shall use reasonable efforts to obtain for Tenant, a Non-Disturbance Agreement
(hereinafter defined) from the Superior Lessor under such Superior Lease or
Superior Mortgagee under such Superior Mortgage, but Owner's failure to obtain
any such Non-Disturbance Agreement shall not in any way affect the validity or
effectiveness of this lease or Tenant's obligations hereunder or the
subordination of this lease as set forth in this Article 41.

                  (ii) As used herein, the term "Non-Disturbance Agreement"
shall mean either (x) an agreement in the form attached hereto as Exhibit E or
(y) an agreement providing in substance that (A) Tenant shall not be named or
joined as a party defendant or otherwise in any suit, action or proceeding to
enforce any rights granted to such Superior Mortgagee under its Superior
Mortgage (unless required by law), and (B) the possession of Tenant shall not be
disturbed or evicted and this lease, Tenant's leasehold estate and Tenant's
rights hereunder shall not be terminated or otherwise adversely affected as a
result of any foreclosure of any such Superior Mortgage, and any sale pursuant
to any such foreclosure or the delivery of a deed in lieu


                                     - 8 -
<PAGE>

of foreclosure, or other acquisition of Owner's interest in the demised premises
pursuant to the enforcement of the Superior Mortgagee's remedies; provided,
however, that any such provisions of any Non-Disturbance Agreement may be
conditioned upon this lease being in full force and effect and no default under
the terms of this lease having occurred.

            42. ASSIGNMENT AND SUBLETTING.

            (a) (i) Tenant shall not, whether voluntarily, involuntarily, or by
operation of law or otherwise (A) assign or otherwise transfer this lease or the
term and estate hereby granted, or offer or advertise to do so, (B) sublet the
Demised Premises or offer or advertise to do so, or allow the same to be used,
occupied or utilized by anyone other than Tenant, (C) mortgage, pledge, encumber
or otherwise hypothecate this lease or the Demised Premises or any part thereof
in a manner whatsoever or (D) permit the Demised Premises or part thereof to be
occupied, or used for desk space, mailing privileges or otherwise, by any person
other than Tenant without in each instance obtaining the prior written consent
of Owner.

                  (ii) Tenant expressly covenants and agrees that (A) if Tenant
is a corporation, a transfer of more than fifty percent (50% at any one time or
in the aggregate from time to time) of the shares of any class of the issued and
outstanding stock of Tenant, its successors or assigns, or the issuance of
additional shares of any class of its stock to the extent of more than 50% of
the number of shares of said class of stock issued and outstanding at the time
that it became the tenant hereunder or (B) if Tenant is a partnership, limited
liability company, unincorporated association of other entity, the sale or
transfer of more than 50% of the partnership, membership, joint venture,
unincorporated association interests or other form of beneficial interests of
Tenant, its successors or assigns, shall constitute an assignment of this lease
and, unless in each instance the prior written consent of Owner has been
obtained, shall constitute a default under this lease and shall entitle Owner to
exercise all rights and remedies provided for herein in the case of default.
Notwithstanding the foregoing provisions of this Section (a)(ii), transfers of
stock in a corporation whose shares are traded in the "over-the-counter" market
or any recognized national securities exchange shall not constitute an
assignment for purposes of this lease, provided that the principal purpose of
such transfer or transfers is not to avoid the restrictions on assignment
otherwise applicable under this Article 42.

            (b) (i) If Tenant is a corporation, limited liability company,
partnership or similar entity, Owner's consent shall not be required with
respect to sublettings to any corporation or similar entity or to any limited
liability company, partnership or similar entity which is an Affiliate of
Tenant, provided that (1) any such Affiliate is a reputable entity of good
character and (2) a duplicate original instrument of sublease in form and
substance reasonably satisfactory to Owner, duly executed by Tenant and such
Affiliate, shall have been delivered to Owner at least ten (10) days prior to
the effective date of any such sublease. For purposes of this Article 42, the
term "Affiliate" shall mean any entity which controls or is controlled by or
under common control with tenant, and the term "control" shall mean, in the case
of a corporation, ownership or voting control, directly or indirectly, of at
least twenty-five (25%) percent of all the voting stock, and in case of a joint
venture, limited liability company, partnership or similar entity, ownership,
directly or indirectly, of at least twenty-five (25%) percent of all the general
or other partnership, membership (or similar) interests therein.

                  (ii) If Tenant is a corporation, limited liability company,
partnership or similar entity, Owner's consent shall not be required with
respect to an assignment of this lease to an Affiliate of Tenant, provided that
(1) the assignee is a reputable entity of good character, (2) a duplicate
original instrument of assignment in form and substance reasonably satisfactory
to Owner, duly executed by Tenant, shall have been delivered to Owner at least
ten (10) days prior to the effective date of any such assignment, (3) an
instrument in form and substance satisfactory to Owner, duly executed by the
assignee, in which such assignee assumes (as of the Commencement Date)
observance and performance of, and agrees to be personally bound by, all of the
terms, covenants and conditions of this lease on Tenant's part to be performed
and


                                     - 9 -
<PAGE>

observed shall have been delivered to Owner not more than ten (10) days after
the effective date of such assignment, (4) such assignment is for a legitimate
business purpose and not principally for the purpose of avoiding the
restrictions on assignment otherwise applicable under this Article 42 and (5)
such assignee has a net worth computed in accordance with generally accepted
accounting principles at least equal to $20,000,000.00.

            (c) If this lease be assigned, whether or not in violation of the
provisions of this lease, Owner may collect rent from the assignee. If the
Demised Premises are sublet or used or occupied by anybody other than Tenant,
whether or not in violation of this lease, Owner may collect rent from the
subtenant or occupant. In either event, Owner may apply the net amount collected
to the Fixed Rent and Additional Charges herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of any
of the provisions of Section 42(a), or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the performance by Tenant of
Tenant's obligations under this lease. The consent by Owner to a particular
assignment, mortgaging, subletting or use or occupancy by others shall not in
any way be considered a consent by Owner to any other or further assignment,
mortgaging or subletting or use or occupancy by others not expressly permitted
by this Article. References in this lease to use or occupancy by others (that
is, anyone other than Tenant) shall not be construed as limited to subtenants
and those claiming under or through subtenants but shall also include licensees
and others claiming under or through Tenant, immediately or remotely.

            (d) Any assignment or transfer, whether made with or without Owner's
consent, shall be made only if, and shall not be effective until, the assignee
shall execute, acknowledge and deliver to Owner an agreement in form and
substance reasonably satisfactory to Owner whereby the assignee shall assume the
obligations of this lease on the part of Tenant to be performed or observed and
whereby the assignee shall agree that the provisions in Section 42(a) shall,
notwithstanding such assignment or transfer, continue to be binding upon it in
respect of all future assignments and transfers. The original named Tenant
covenants that, notwithstanding any assignment or transfer, whether or not in
violation of the provisions of this lease, and notwithstanding the acceptance of
Fixed Rent and/or Additional Charges by Owner from an assignee, transferee, or
any other party, the original named Tenant shall remain fully liable for the
payment of the Fixed Rent and Additional Charges and for the other obligations
of this lease on the part of Tenant to be performed or observed.

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

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

            (g) Notwithstanding anything to the contrary contained in this
Article, if Tenant shall at any time or times during the term of this lease
desire to assign this lease or sublet all or any portion of the Demised
Premises, Tenant shall give notice thereof to Owner, which notice shall be
accompanied by (i) a conformed or photostatic copy of the proposed assignment or
sublease, the effective or commencement date of which shall be at least thirty
(30) days after the giving of such notice, (ii) a statement setting forth in
reasonable detail the identity of the proposed assignee or subtenant, the nature
of its business and its proposed use of the Demised Premises, and (iii) current
financial information with respect to the proposed assignee or subtenant,
including, without limitation, its most recent certified financial statements,
if such


                                     - 10 -
<PAGE>

financial statements are certified (or, if not, certified by the chief financial
officer of the proposed assignee or subtenant as being true and correct). Such
notice shall be deemed an offer from Tenant to Owner whereby Owner may, at its
option, (A) terminate this lease (if the proposed transaction is an assignment
or a sublease of all or substantially all of the Demised Premises) or (B)
terminate this lease with respect to the space covered by the proposed sublease
(if the proposed transaction is a sublease of less than all or substantially all
of the Demised Premises). Said option may be exercised by Owner by notice to
Tenant at any time within 45 days after such notice has been given by Tenant to
Owner; and during such 45-day period Tenant shall not assign this lease or
sublet the Demised Premises to any person or entity.

            (h) If Owner exercises its option to terminate this lease in the
case where Tenant desires either to assign this lease or sublet all or
substantially all of the Demised Premises, then this lease shall end and expire
on the date that such assignment or sublet was to be effective or commence, as
the case may be, and the Fixed Rent and Additional Charges shall be paid and
apportioned to such date.

            (i) If Owner exercises its option to terminate this lease with
respect to the space covered by Tenant's proposed sublease in any case where
Tenant desires to sublet part of the Demised Premises, then (i) this lease shall
end and expire with respect to such part of the Demised Premises on the date
that the proposed sublease was to commence; (ii) from and after such date the
Fixed Rent and Additional Charges shall be adjusted, based upon the proportion
that the rentable area of the Demised Premises remaining bears to the total
rentable area of the Demised Premises; and (iii) Tenant shall pay to Owner, upon
demand, as Additional Charges hereunder the costs incurred by Owner in
physically separating such part of the Demised Premises from the balance of the
Demised Premises and in complying with any laws and requirements of any public
authorities relating to such separation.

            (j) In the event Tenant shall have complied with the provisions of
Section 42(g) and Owner does not exercise its options pursuant to Section 42(g)
to terminate this lease in whole or in part, and provided that Tenant is not in
default of any of Tenant's obligations under this lease beyond the expiration of
any applicable notice and/or cure period, either at the time Owner's consent to
such assignment or sublease is requested or at the commencement of the term of
any proposed sublease or on the effective date of any such assignment, Owner's
consent (which must be in writing and in form satisfactory to Owner) to the
proposed assignment or sublease shall not be unreasonably withheld, provided and
upon condition that:

                  (i) In Owner's judgment the proposed assignee or subtenant is
engaged in a business and the Demised Premises will be used in a manner which is
limited to the use expressly permitted under Article 2 and does not violate
Article 38;

                  (ii) The proposed assignee or subtenant is a reputable person
of good character whose tenancy shall comport with the first class character of
the Building, having a net worth reasonably satisfactory to Owner considering
the responsibility involved;

                  (iii) Neither (A) the proposed assignee or sublessee nor (B)
any person which, directly or indirectly, controls, is controlled by, or is
under common control with, the proposed assignee or sublessee or any person who
controls the proposed assignee or sublessee, is (x) then an occupant of any part
of the Building or (y) a person with whom Owner is then negotiating to lease
space in the Building;

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

                  (v) The Demised Premises shall not be occupied by more than
two (2) entities (i.e., Tenant and one (1) subtenant, or two (2) subtenants);


                                     - 11 -
<PAGE>

                  (vi) Tenant shall reimburse Owner on demand for any
commercially reasonable costs that may be incurred by Owner in connection with
said assignment or sublease, including, without limitation, the costs of making
investigations as to the acceptability of the proposed assignee or subtenant,
and legal costs incurred in connection with the granting of any requested
consent;

                  (vii) No advertisement shall have stated the proposed rental,
and Tenant shall not have listed the Demised Premises for subletting, whether
through a broker, agent, representative, any computerized or electronic listing
system or service (including, without limitation "Co-Star" or "Re-locate") or
otherwise, at a rental rate less than the fixed rent and additional charges at
which Owner is then offering to lease other space in the Building. Nothing
contained in this subclause (vii) shall be construed to prohibit Tenant from
actually entering into a sublease at a rental less than the amount described in
the preceding sentence.

            (k) In the event that (i) Owner fails to exercise any of its options
under Section 42(g), and consents to a proposed assignment or sublease, and (ii)
Tenant fails to execute and deliver the assignment or sublease to which Owner
consented within ninety (90) days after the giving of such consent, then, Tenant
shall again comply with all of the provisions and conditions of Section 42(g)
before assigning this lease or subletting all or part of the Demised Premises.

            (l) With respect to each and every sublease or subletting authorized
by Owner under the provisions of this lease, it is further agreed:

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

                  (ii) No sublease shall be valid, and no subtenant shall take
possession of the Demised Premises until an executed counterpart of such
sublease has been delivered to Owner.

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

                  (iv) Each sublease shall (A) provide that the subtenant may
not assign its rights thereunder or further sublet the space demised under the
sublease, in whole or in part, without Owner's consent, which consent shall not
be unreasonably withheld or delayed, but such right to sublet or assign shall be
subject to all other provisions of this Article 42, including, without
limitation, Owner's rights under Section 42(g) and (B) set forth the terms and
provisions of Section 42(b), with the subtenant being subject to the
restrictions in Section 42(b) applicable to Tenant.

            (m) If the Owner shall give its consent to any assignment of this
lease or to any sublease, Tenant shall in consideration therefor, pay to Owner,
as Additional Charges, an amount equal to seventy-five (75%) percent of the
Assignment Profit (hereinafter defined) or Sublease Profit (hereinafter
defined), as the case may be.

                  (i) The term "Assignment Profit" as used herein shall mean an
amount equal to the excess of (x) all sums and other consideration paid to
Tenant by the assignee for or by reason of such assignment, including, without
limitation, any sums paid for Tenant's fixtures,


                                     - 12 -
<PAGE>

leasehold improvements, equipment, furniture, furnishings or other personal
property over (y) the Transaction Costs (as hereinafter defined).

                  (ii) The term "Sublease Profit" as used herein shall mean an
amount equal to the excess of (x) any rents, additional charges or other
consideration payable under the sublease to Tenant by the subtenant (including,
without limitation, any fee, penalty or charge paid by the subtenant for the
right to cancel the sublease) which is in excess of the Fixed Rent and
Additional Charges accruing during the term of the sublease in respect of the
subleased space (at the rate per square foot payable by Tenant hereunder)
pursuant to the terms hereof, including, without limitation, any sums paid for
the value of Tenant's fixtures, leasehold improvements, equipment, furniture,
furnishings or other personal property over (y) the Transaction Costs.

                  (iii) The term "Transaction Costs" shall mean, with respect to
any assignment or subletting, the following costs incurred by Tenant: the cost
of work performed to prepare the Demised Premises for the assignee or subtenant,
the sum of customary brokerage commissions incurred in connection with the
assignment or sublease, and reasonable attorneys' fees incurred in connection
with the preparation and negotiation of the assignment or sublease (but not
including attorneys' fees incurred in connection with obtaining Owner's consent
to the assignment or sublease). In calculating Assignment Profit or Sublease
Profit, all Transaction Costs shall be amortized on a straight-line basis over
the term of the sublease (or over the balance of the term of this lease in the
case of an assignment).

            (n) The sums payable under this Section shall be paid to Owner as
and when paid by the assignee or the subtenant, as the case may be, to Tenant.
Tenant shall use all reasonable efforts to collect (1) in the case of an
assignment, all sums and other consideration payable to it by the assignee for
or by reason of such assignment and (2) in the case of a sublease, all rents,
additional charges and other consideration payable to it under the sublease and,
in every case, Tenant shall, from time to time upon written demand by Owner,
provide Owner with an accounting of all such sums payable to it by any such
assignee and/or sublessee.

            (o) Each subletting shall be subject to all of the covenants,
agreements, terms, provisions and conditions contained in this lease.
Notwithstanding any subletting and/or acceptance of rent or additional charges
by Owner from any subtenant, Tenant shall and will remain fully liable for the
payment of the Fixed Rent and Additional Charges due and to become due hereunder
and for the performance of all the covenants, agreements, terms, provisions and
conditions contained in this lease on the part of Tenant to be performed and all
acts and omissions of any licensee or subtenant or anyone claiming under or
through any subtenant which shall be in violation of any of the obligations of
this lease, and any such violation shall be deemed to be a violation by Tenant.
Tenant further agrees that notwithstanding any such subletting, no other and
further subletting of the Demised Premises by Tenant or any person claiming
through or under Tenant shall or will be made except upon compliance with and
subject to the provisions of this Article. If Owner shall decline to give its
consent to any proposed assignment or sublease, or if Owner shall exercise any
of its options under Section 42(g), Tenant shall indemnify, defend and hold
harmless Owner against and from any and all loss, liability, damages, costs and
expenses (including reasonable counsel fees) resulting from any claims that may
be made against Owner by the proposed assignee or sublessee or by any brokers or
other persons claiming a commission or similar compensation in connection with
the proposed assignment or sublease.

            43. INSURANCE. Supplementing the provisions of Article 9 of this
lease:

            (a) Tenant shall at its own cost and expense at all times during the
term of this lease maintain in force and effect, the following insurance, in
blanket form or otherwise, with reputable and independent insurers admitted and
licensed to do business in New York in amounts required by Owner:


                                     - 13 -
<PAGE>

                  (i) Fire insurance on leasehold improvements and on all
personal property in the Demised Premises or used in connection therewith in an
amount not less than the replacement cost thereof;

                  (ii) Business interruption insurance in such amounts as will
reimburse Tenant for direct and indirect loss of earnings, for a period of
twelve (12) months, attributable to all perils and casualties commonly insured
against by prudent tenants or attributable to prevention of access to the
Demised Premises or the Building as a result of such perils;

                  (iii) Commercial General liability insurance, including
Products Liability insurance, at a minimum $3,500,000.00 Combined Single Limit,
subject to no deductible, including all standard Broad Form Comprehensive
General Liability coverages (ISO Form G222 or a similar form providing all
coverages noted in ISO Form G222). The Fire Legal Liability limit in the Broad
Form endorsement shall be written in an amount equal to the replacement cost of
the Demised Premises, such amount to be agreed upon between Owner and Tenant;

                  (iv) Umbrella Liability insurance at a minimum $5,000,000.00
limit, subject to a $10,000 Self Insured Retention, providing excess coverage
over all coverages included in the Commercial General Liability policy and Broad
Form Commercial Liability endorsement noted in clause (iii) above; and

                  (v) All other insurance reasonably necessary for the conduct
of Tenant's business.

            (b) All insurance policies (except for those insurance policies
covering solely Tenant's personal property) shall name Owner, its managing agent
and their respective officers, partners, shareholders, directors, agents,
employees and any owned, controlled, affiliated subsidiary company or
corporation now existing or hereinafter constituted, as their interest may
appear as an insured and, except for business interruption policies, shall also
name any mortgagee or lessor of the Building as an additional insured, and shall
be fully paid for by Tenant when obtained, and receipted bills therefor shall be
exhibited to Owner. Renewal policies shall be procured and such policies, if
required by any mortgagee or lessor of the Demised Premises, or certificates
thereof shall be submitted to Owner with receipted bills (or other proof of
payment reasonably satisfactory to Owner) showing proof of payment of premiums
therefor at least thirty (30) days prior to the expiration of the existing
policies. All insurance policies shall be issued by companies licensed to do
business in New York State, with an A.M. Best rating of not less than A-X, and
all such policies shall provide that the insurer will not cancel or modify said
policies without first giving Owner thirty (30) days prior written notice.

            (c) Supplementing the foregoing provisions of this Article 43,
Tenant agrees, at Tenant's sole cost and expense, to procure and maintain any
other insurance, in such amounts and to include such provisions in its policies
of insurance, which Owner may reasonably require from time to time.

            (d) In the event of the failure of Tenant to procure or pay for any
insurance required by the terms of this lease, then Owner may, without further
notice to Tenant and in addition to any other remedies it may have, procure the
same and pay the premiums therefor; and any sums expended by Owner for this
purpose shall be and become due and payable to Owner as Additional Charges and
shall be paid to Owner on demand. Owner shall have the same remedies for the
nonpayment therefor as for the nonpayment of Fixed Rent.

            (e) Owner may from time to time require that the amount of the
insurance to be maintained by Tenant under this Article be increased to the
amount which is then customarily required by prudent owners of first class
office buildings in midtown Manhattan.


                                     - 14 -
<PAGE>

            44. TENANT'S WORK AND ALTERATIONS. Supplementing the provisions of
Article 3 of this lease:

            (a) Owner shall not unreasonably withhold its consent to any
non-structural changes, alterations, installations, additions or improvements
(collectively, "Tenant's Work"), provided such Tenant's Work is performed only
by contractors or mechanics mutually approved by Owner and Tenant, and such
Tenant's Work, in the sole opinion of Owner, shall not (i) adversely affect the
proper functioning of the Building's mechanical, electrical, sanitary, plumbing,
heating, air-conditioning, ventilating, utility or any other service systems,
(ii) result in a violation of, or require a change in, any certificate of
occupancy applicable to the Demised Premises or the Building, (iii) affect in
any way the outside appearance, usefulness or rentability of the Building or any
part thereof, (iv) weaken or impair (temporarily or permanently) the structure
of the Demised Premises or the Building either in the course of the making of
such Tenant's Work or upon its completion (v) physically affect any part of the
Building outside of the Demised Premises or (vi) use any materials or finishes
for items described on the Building Standard Finish Schedule set forth in
Exhibit D annexed hereto other than the Building standard materials and finishes
set forth on Exhibit D. Notwithstanding anything to the contrary contained in
this Article 44 and subject to the provisions of Article 44(b) below, Owner's
consent shall not be required with respect to any Tenant's Work in the Demised
Premises which, by itself or in the aggregate with any other Tenant's Work that
constitutes a single project, does not exceed $25,000 and consists of purely
decorative painting, wall covering, carpeting and finish work and which does not
require the preparation and filing of plans to obtain a building permit and
which otherwise complies with the requirements for Building standard materials
and finishes set forth on Exhibit D ("Decorative Work").

            (b) Prior to commencing any Tenant's Work in the Demised Premises
(other than with respect to Decorative Work), Tenant shall submit to Owner for
Owner's written approval one set of sepia transparencies and eight prints of
complete and coordinated final drawings, plans and specifications (collectively,
"Tenant's Plan") for such Tenant's Work. In the case of such purely decorative
work, Tenant shall nevertheless submit to Owner a schematic design and written
description of the work. Tenant's Plan shall be fully detailed and shall show
complete dimensions, shall not be in conflict with Owner's basic plans for the
Building, shall not require any changes in the structure of the Building and
shall not be in violation of any laws, orders, rules or regulations of any
governmental department or bureau having jurisdiction of the Demised Premises.

            (c) After submission to Owner of Tenant's Plan, Owner shall, within
fifteen (15) business days of Owner's receipt thereof, either (i) approve the
same, which approval shall not be unreasonably withheld or (ii) set forth in
writing the particulars in which Owner does not approve same, in which latter
case Tenant shall return to Owner appropriate corrections thereto. Such
corrections shall be subject to Owner's approval, to be granted or withheld in
accordance with the foregoing terms of Section 44(a) above. Tenant shall pay to
Owner, promptly upon being billed and as Additional Charges, any reasonable
out-of-pocket charges or expenses Owner may incur in reviewing Tenant's Plan.
Tenant agrees that any review or approval by Owner of Tenant's Plan is solely
for Owner's benefit, and without any representation or warranty whatsoever to
Tenant with respect to the adequacy, legality, correctness or efficiency thereof
or otherwise.

            (d) If Tenant makes any changes in Tenant's Plan subsequent to its
approval by Owner and if Owner consents to such changes, Tenant shall pay to
Owner all reasonable costs and expenses caused by such changes, which Owner may
incur or sustain by reason of delays or changes necessitated in the performance
by Owner of any construction or work it is performing in the Building; it being
understood and agreed, however, that Owner shall have the right to consent to
any such changes, which consent shall be granted or withheld within ten (10)
business days after Owner's receipt of such changed Tenant's Plans on the basis
of the same criteria set forth in Section 44(a) above. Any charges payable under
this Section shall be paid as Additional


                                     - 15 -
<PAGE>

Charges by Tenant from time to time within thirty (30) days of Owner's demand
therefor, whether or not the lease term shall have commenced.

            (e) Following compliance by Tenant with its obligations under the
foregoing Sections of this Article, Tenant shall timely commence Tenant's Work
in order to complete same within a reasonable period of time. Tenant's Work
shall be diligently pursued and shall be performed in a good and workmanlike
manner at Tenant's sole cost and expense.

            (f) Tenant agrees that in the performance of Tenant's Work (i)
neither Tenant nor its agents or employees shall interfere with the work being
done by Owner and its agents and employees, (ii) Tenant shall comply with any
reasonable work schedule, rules and regulations proposed by Owner, its agents or
employees, (iii) the labor employed by Tenant shall be harmonious and compatible
with the labor employed by Owner in the Building, it being agreed that if in
Owner's judgment the labor is incompatible Tenant shall forthwith upon Owner's
demand withdraw such labor from the Demised Premises, (iv) Tenant shall procure
and deliver to Owner worker's compensation, public liability, property damage
and such other insurance policies, in such amounts as shall be reasonably
acceptable to Owner in connection with Tenant's Work, and shall upon Owner's
request cause Owner to be named as an additional insured thereunder, (v) Tenant
shall hold Owner harmless from and against any and all claims arising from or in
connection with any act or omission of Tenant or its agents or employees, (vi)
Tenant's Work shall be performed in accordance with the approved Tenant's Plan
and in compliance with the laws, orders, rules and regulations of any
governmental department or bureau having jurisdiction of the Demised Premises,
(vii) Tenant shall promptly pay for Tenant's Work in full and shall not permit
any lien to attach to the Demised Premises or the Building and (viii) Tenant
shall comply, and shall cause Tenant's contractors, consultants, agents and
employees to comply, with the alteration rules and regulations attached hereto
as Exhibit D and made a part hereof.

            (g) The following provisions shall apply with respect to the
performance of any Tenant's Work:

                  (i) Upon Owner's approval of Tenant's Plans, Tenant shall
submit to Owner cost estimates certified by Tenant's architect for such work.
Owner shall review such estimates in order to determine if they accurately
reflect the cost of Tenant's Work. The determination of Owner shall control and
be binding on the parties unless there is more than a 15% variance in the costs,
as estimated by Owner and Tenant's architect. If there is more than said 15%
variance Owner shall appoint an architect and Owner's architect and Tenant's
architect shall promptly proceed to settle the dispute as arbitrators (and if
they are not able to settle the dispute, shall appoint a third architect, in
which case the three architects shall proceed to settle the dispute as
arbitrators) and the determination of said architects shall be conclusive. If a
third architect is appointed as aforesaid, the third architect's fees shall be
paid by Tenant.

                  (ii) Upon a final determination being made of the estimated
cost of Tenant's Work, as provided in subsection (i) above (and prior to
Tenant's commencing any work) Tenant shall deliver to Owner, to secure the
prompt and proper completion of Tenant's Work, an irrevocable, unconditional,
negotiable letter of credit, issued by and drawn on a bank or trust company in a
form reasonably satisfactory to Owner, in an amount equal to the aggregate of
(A) the aforesaid final cost estimate and (B) ten (10%) per cent of such sum.
Such letter of credit shall be for one year and shall be renewed by Tenant each
and every year until Tenant's Work is completed and shall be delivered to Owner
not less than 30 days prior to the expiration of the then current letter of
credit. Failure to deliver such new letter of credit on or before said date
shall be a material breach of this lease and Owner shall have the right, inter
alia, to present the then current letter of credit for payment and to hold the
proceeds thereof as security for the performance and observance by Tenant of the
terms, provisions and conditions of this lease.


                                     - 16 -
<PAGE>

                  (iii) Provided that Tenant shall not be in default in any of
its obligations under this lease, upon (A) the completion of Tenant's Work in
accordance with the terms of this Article and (B) the submission to Owner of
proof evidencing the payment in full for Tenant's Work, the letter of credit (or
the balance of the proceeds thereof, if Owner has drawn on said letter of
credit) shall be returned to Tenant.

                  (iv) Upon the Tenant's failure to properly perform, complete
and fully pay for Tenant's Work, as determined by Owner, Owner shall be entitled
to draw down on the letter of credit to the extent it deems necessary and to
apply the proceeds thereof with respect to Tenant's Work, the restoration and/or
protection of the Demised Premises or the Building and the payment or
satisfaction of any costs, damages or expenses in connection with the foregoing
and/or Tenant's obligations under this Article. Any unapplied proceeds of the
letter of credit shall be held by Owner for the purposes set forth in this
Section 44(g), and any such unapplied proceeds held by Owner at the time that
any Tenant's Work for which the letter of credit was posted has been completed
in accordance with the provisions of this Section 44(g) shall be returned to
Tenant, provided that Tenant shall not then be in default under any provision of
this lease.

            (h) All fixtures and equipment installed or used by Tenant in the
Demised Premises shall be fully paid for by Tenant in cash and shall not be
subject to conditional bills of sale, chattel mortgage or other title retention
agreements.

            (i) Tenant, at the time Tenant submits to Owner Tenant's Plan for
any Tenant's Work, may request in writing that Owner specifically identify any
improvement shown on Tenant's Plan which is a non-customary improvement for a
normal office installation and which Owner requires that Tenant remove at the
end of the term of this lease (and restore the Demised Premises to its condition
existing prior to the making of such improvement). If Tenant shall make such
request in writing and such request shall specify that the failure of Owner to
indicate any such improvement shall be deemed a waiver of Owner's right to
require Tenant to remove same, then, any improvement which Owner fails to
designate in Owner's approval of such Tenant's Plan as an improvement which
Tenant shall be required to remove shall not be required to be removed by Tenant
at the end of the term of this lease, and such failure shall constitute a waiver
of Owner's right to obligate Tenant to remove such improvement at the end of the
term of this lease. Tenant shall in all events be required to remove and restore
internal stair cases and floor cuts.

            45. ELECTRIC ENERGY.

            (a) For the purposes of this Article:

            (i) The term "Electric Rate" shall mean at the time in question 112%
of the public utility rate schedule (including all surcharges, taxes, fuel
adjustments, taxes regularly passed on to consumers by the public utility, and
other sums payable in respect thereof) for the supply of electric energy to
Owner for the Building. Notwithstanding the foregoing provisions of this
Section, if the public utility rate schedule (with such inclusions) applicable
to Owner for the purchase of electric energy for the Building shall be less than
the public utility rate schedule applicable to Owner if Owner were to purchase
electricity solely for the Demised Premises, then the higher rate schedule shall
be used in determining the Electric Rate.

            (ii) The term "Base Electric Rate" shall mean the Electric Rate in
effect on the date of this lease.

            (iii) The term "Base Electric Charge" shall mean an annual amount
equal to Eighteen Thousand Three Hundred and 00/100 Dollars ($18,300.00).


                                     - 17 -
<PAGE>

            (iv) The term "Electric Consumption Charge" shall mean an amount,
included as a component of Fixed Rent, equal to the sum of the Base Electric
Charge plus all increases thereto pursuant to the provisions of this Article 45.

            (b) Subject to the provisions of this Article 45, Owner shall
furnish the electric energy that Tenant shall reasonably require in the Demised
Premises for the purposes permitted under this lease on a "rent inclusion" basis
and there shall be no separate charge to Tenant for such electric energy, such
electric energy being included in Owner's services which are covered by the
Fixed Rent. Owner and Tenant agree that the Base Electric Charge represents the
amount initially included in the annual Fixed Rent set forth in Section 37(b)
hereof to cover the furnishing of such electric energy by Owner on a rent
inclusion basis and that such Base Electric Charge component of Fixed Rent shall
in no event be subject to reduction, but shall be subject to being increased as
hereinafter provided. Owner shall not be liable in any event to Tenant for any
failure, interruption or defect in the supply or character of electric energy
furnished to the Demised Premises by reason of any requirement, act of omission
of the public utility serving the Building with electricity or for any other
reason not attributable solely to Owner's willful misconduct or gross negligence
(but in no event shall Owner be responsible for any consequential damages).
Owner shall furnish and install all replacement lighting tubes, lamps, bulbs and
ballasts required in the Demised Premises, and Tenant shall pay to Owner or its
designated contractor upon demand the then established charges therefor of Owner
or its designated contractor, as the case may be.

            (c) Owner will furnish electric energy to Tenant through presently
installed electric facilities for Tenant's reasonable use of such lighting and
other electrical fixtures, appliances and equipment based on Tenant's approved
plan for initial occupancy. At any time, and from time to time, after Tenant
shall have entered into possession of the Demised Premises, or any portion
thereof, Owner, its agent(s) and consultants may survey the electrical fixtures,
appliances and equipment in and/or serving the Demised Premises and Tenant's
consumption of electrical energy to (i) ascertain whether Tenant is complying
with its obligations under this Article; and (ii) determine whether the then
Electrical Consumption Charge included in Fixed Rent is less than the Electrical
Consumption Charge computed as a result of said survey and to adjust the
Electrical Consumption Charge component of Fixed Rent in accordance with such
computation, which computation and adjustment shall be made as follows:

                  (i) In the case of the first electric survey, if the product
of (x) the Electric Rate then in effect on the Commencement Date of the term
hereof and (y) the electric consumption shown by the survey on a kilowatt and
kilowatt hour basis shall exceed the Base Electric Charge, then the Electrical
Consumption Charge component of the Fixed Rent shall be increased by the amount
of such excess, retroactive to the Commencement Date.

                  (ii) In the event of the second and subsequent surveys, the
computation shall be made by (A) dividing the Electrical Consumption Charge in
effect immediately prior to such survey (the "Existing Electrical Consumption
Charge") for which the computation is being made, by the number of kilowatt
hours of electricity supplied to the Demised Premises as determined by the last
prior survey made by Owner's consultant, thus arriving at an electrical
consumption per kilowatt hour rate ("KWH Rate"); and (y) multiplying the number
of kilowatt hours of consumption, as determined by the survey for which the
computation is being made, by the KWH Rate.

            If such current survey determination shall show that the Existing
Electrical Consumption Charge is different from the Electrical Consumption
Charge computed in accordance with such survey, as above provided, then
effective as of the earlier of: (A) the date of such survey; or (y) the earlier
date(s), if any, on which changes in the connected power load or changes in
electrical consumption occurred (as determined by Owner's electric consultant),
the Existing Electrical Consumption Charge included as a component of Fixed Rent
shall be adjusted by an amount equal to the difference between the Existing
Electrical Consumption Charge and


                                     - 18 -
<PAGE>

the then Electrical Consumption Charge but in no event shall the Electrical
Consumption Charge be reduced below the Base Electric Charge.

            (iii) All survey determinations to be made by Owner's electrical
consultant shall take into account, among other things, any special electric
requirements of Tenant and whether Tenant is utilizing electric energy at times
other than Business Hours on Business Days (as such terms are defined in Section
46) and if cleaning services are provided by Owner, such survey shall include
Owner's normal cleaning hours of five (5) hours per day for lighting within the
Demised Premises and for electrical equipment normally used for such cleaning.
The findings of the consultant as to any adjustment in the Fixed Rent based on
such average monthly electric energy consumption shall be conclusive and binding
upon the parties (subject to subsection 45(c)(iv) below). As hereinbefore
provided, any such increase resulting from the initial survey shall be effective
as of the Commencement Date, and any such increase or decrease resulting from a
subsequent survey shall be effective as of the earlier of: (i) the date of such
subsequent survey; or (ii) the earlier date(s), if any, on which changes in the
connected power load or electric consumption occurred (as determined by Owner's
electrical consultant). The initial unpaid amount of each such adjustment shall
be paid within ten (10) days after Owner furnishes Tenant with a statement
thereof. Thereafter, the Fixed Rent shall be appropriately adjusted but in no
event shall the Fixed Rent be reduced below the amount thereof set forth in
Section 37(b).

            (iv) Tenant, within thirty (30) days after notification from Owner
of the determination of Owner's utility consultant (in accordance with the
provisions of this Section 45(c)), shall have the right to contest, at Tenant's
cost and expense, such determination by submitting to Owner a like rating
determination prepared by a utility consultant of Tenant's selection which will
highlight the differences between Owner's survey and Tenant's survey. If the
determination of Tenant's consultant does not vary from the determination of
Owner's consultant by more than ten percent (10%), then Owner's determination
shall be deemed binding and conclusive. If the determination of Tenant's
consultant varies by more than ten percent (10%) and if Owner's consultant and
Tenant's consultant shall be unable to reach agreement within thirty (30) days,
then such two consultants shall designate a third consultant to make the
determination, and the determination of such third consultant shall be binding
and conclusive on both Owner and Tenant. If the determination of such third
consultant shall substantially confirm the findings of Owner's consultant (i.e.,
within ten percent (10%)), then Tenant shall pay the cost of such third
consultant. If such third consultant shall substantially confirm the
determination of Tenant's consultant (i.e., within ten percent (10%)), then
Owner shall pay the cost of such third consultant. If such third consultant
shall make a determination substantially different from that of both Owner's and
Tenant's consultants (or is within ten percent (10%) of both such
determinations), then the cost of such third consultant shall be borne equally
by Owner and Tenant. In the event that Owner's consultant and Tenant's
consultant shall be unable to agree upon the designation of a third consultant
within thirty (30) days after Tenant's consultant shall have made its
determination (different from that of Owner's consultant), then either party
shall have the right to request The Real Estate Board of New York, Inc. (or,
upon their failure or refusal to act, the American Arbitration Association in
the City of New York) to designate a third consultant whose decision shall be
conclusive and binding upon the parties, and the costs of such third consultant
shall be borne as hereinbefore provided in the case of a third consultant
designated by the Owner's and Tenant's consultants. Pending the resolution of
any contest pursuant to the terms hereof, Tenant shall pay the Additional Charge
on account of electricity determined by Owner's consultant, and upon the
resolution of such contest, appropriate adjustment in accordance with such
resolution of such Additional Charge payable by Tenant on account of electricity
shall be made retroactive to the date of the determination of Owner's
consultant.

            (d) If at any time during the term of this lease the Electric Rate
shall exceed the Base Electric Rate or be changed so as to be decreased below
the previously existing Electric Rate(s) (as same may have been increased
pursuant to the provisions of this Article), then,


                                     - 19 -
<PAGE>

effective as of the date of each such change in the Electric Rate, the
Electrical Consumption Charge included in the Fixed Rent shall be increased or
decreased in proportion to such change in the Electric Rate (as determined by
Owner's electrical consultant but in no event, however, shall the Electric
Consumption Charge be reduced below the Base Electric Charge).

            (e) (i) Tenant's use of electric energy in the Demised Premises
shall not at any time exceed the capacity of any of the electrical conductors
and equipment in or otherwise serving the Demised Premises. In order to insure
that such capacity is not exceeded and to avert possible adverse effect upon the
Building's distribution of electricity via the Building's electric system,
Tenant shall not, without Owner's prior consent in each instance (which shall
not be unreasonably withheld) connect any fixtures, appliances or equipment
(other than normal business machines which do not materially increase Tenant's
electrical consumption) to the Building's electric system or make any
alterations or additions to the electric system of the Demised Premises existing
on the Commencement Date.

                  (ii) In the event Tenant requests additional power in addition
to that which is being supplied by Owner on the date of initial occupancy, and
if and to the extent such additional power is available for use by Tenant
without resulting in allocation to Tenant of a disproportionate amount of
available power, then Owner shall connect such additional power to the Demised
Premises, and Tenant agrees to pay Owner its then established connection charge
for each additional amp of power or portion thereof so supplied to the Demised
Premises, including the cost of installing additional risers, switches and
related equipment necessary in providing such additional power.

            (f) At Owner's option, the parties shall execute, acknowledge and
deliver to each other a supplemental agreement in such form as Owner shall
reasonably require to reflect each change in the Fixed Rent under this Article,
but any such change shall be effective as of the effective date described in the
Section under which such change is provided for, even if such agreement is not
executed and delivered.

            (g) Owner reserves the right to discontinue furnishing electric
energy to Tenant in the Demised Premises as any time upon not less than 30 days'
notice to Tenant. If Owner exercises such right, this lease shall continue in
full force and effect and shall be unaffected thereby, except that from and
after the effective date of such termination Owner shall not be obligated to
furnish electric energy to Tenant and the Fixed Rent payable under this lease
shall be reduced by an amount equal to the Electrical Consumption Charge
component of such Fixed Rent. If Owner so discontinues furnishing electric
energy to Tenant, Tenant shall arrange to obtain electric energy directly from
the public utility company furnishing electric energy to the Building. Such
electric energy may be furnished to Tenant by means of the then existing
Building system feeders, risers and wiring to the extent that the same are
available, suitable and safe for such purpose. All meters and additional panel
boards, feeders, risers, wiring and other conductors and equipment which may be
required to obtain electric energy directly from such public utility company
shall be furnished and installed by Owner at Tenant's expense, but Owner may, at
its option, before commencing any such work or at any time thereafter, require
Tenant to furnish to Owner such security in form (including, without limitation,
a bond issued by a corporate surety licensed to do business in New York) and
amount as Owner shall deem necessary to assure the payment for such work by
Tenant.

            (h) If pursuant to any law, ruling, order or regulation, the charges
under which Tenant is purchasing electricity from Owner pursuant to this Article
shall be reduced below that which Owner is otherwise entitled hereunder, then
Tenant shall pay said deficiency to Owner as an Additional Charge within ten
(10) days after being billed therefor by Owner, as compensation for the use and
maintenance of the Building's electric distribution system.

            (i) At Owner's option, Owner shall furnish and install all
replacement lighting, tubes, lamps, bulbs and ballasts required in the Demised
Premises; and in such event,


                                     - 20 -
<PAGE>

Tenant shall pay to Owner or its designated contractor upon demand the then
established reasonable charges therefor of Owner or its designated contractor,
as the case may be.

            46. OWNER'S SERVICES. Supplementing the provisions of Article 29 of
this lease:

            (a) Subject to the provisions of Section 29(e) hereof, Owner shall
at Tenant's expense (as an Operation Expense) furnish and distribute condenser
water to the air handling unit on each floor of the Demised Premises to permit
such air handling unit to provide cool and tempered air ("air-conditioning") at
reasonable temperatures, pressures and degrees of humidity and in reasonable
volumes and velocities at suitable locations from 8:00 a.m. to 6:00 p.m.
("Business Hours") on Business Days, and 8:00 a.m. to 1:00 p.m. on Saturdays,
from May 15 through September 30. As used herein, the term "Business Days" shall
mean all days except Saturdays, Sundays, New Year's Day, Martin Luther King Day,
President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the
day following Thanksgiving, Christmas and any other days which shall be either
(i) observed by the federal or state governments as legal holidays or (ii)
designated as a holiday by the applicable Building Service Union Employee
Service contract or by the applicable Operating Engineers contract.

            (b) If Tenant requires heating, ventilation or air-conditioning
services during hours other than Business Hours, Owner shall furnish such
services initially at a rate of Three Hundred Thirty ($330) Dollars (subject to
increase as set forth in Section 46(i) below) per hour of service to Tenant at
Tenant's expense; provided that if Owner simultaneously furnishes such services
to another Building tenant or tenants whose Demised Premises are in the same
zone of the HVAC system as the Demised Premises, the cost thereof shall be pro
rated between or among Tenant and such tenant or tenants, based upon the ratio
which Tenant and each such other tenant(s) rentable square footage bears to the
total rentable square footage of Tenant and such other tenant(s).

            (c) Owner shall not be responsible for any failure to supply
air-conditioning at reasonable temperatures, pressures or degrees of humidity or
in reasonable volumes or velocities in any room or other area of the Demised
Premises by reason of any machinery or equipment installed therein by Tenant, or
which has a human occupancy factor in excess of one person per 100 rentable
square feet. Tenant agrees to cooperate fully with Owner at all times and to
abide by all regulations and requirements which Owner may reasonably prescribe
for the proper functioning and protection of said air-conditioning system.

            (d) Owner will cause the general and executive office portions of
the Demised Premises to be cleaned in accordance with the cleaning
specifications annexed hereto as Exhibit B and made a part hereof. Owner will,
when and to the extent reasonably requested by Tenant, furnish to Tenant
additional elevator and/or cleaning services at Building standard rates and upon
such terms and conditions as shall be determined by Owner in its discretion; and
Tenant shall pay to Owner within thirty (30) days after written demand, as
Additional Charges, Owner's charge for such additional services. Without
limiting the generality of the next preceding sentence, Tenant shall pay to
Owner as Additional Charges Owner's charge for (i) any cleaning of the Building
or any part thereof which is above the Building-standard requirements, (ii) any
cleaning done at the request of Tenant of any portions of the Demised Premises
which may be used for the preparation, dispensing or consumption of food or
beverages or for storage, shipping room, classroom or similar purposes or for
the operation of computer, data processing or similar equipment and (iii) the
removal of any of Tenant's above Building-standard refuse and rubbish from the
Building. All cleaning which is in addition to the base Building cleaning shall
be provided by Owner's vendor of such services. Owner, its cleaning contractor
and their employees shall have access to the Demised Premises at all times after
5:30 P.M. and before 8:00 A.M. and shall have the right to use, without charge
therefor, all light, power and water in the Demised Premises reasonably required
to clean the Demised Premises as required under this Section. Tenant shall
comply with any rules Owner and/or its cleaning contractor and/or any consultant
to


                                     - 21 -
<PAGE>

Owner may establish regarding the management and recycling of solid waste, as
may be necessary for Owner to comply with any applicable legal requirements.

            (e) Owner, at its expense, shall furnish adequate water to the floor
on which the Demised Premises are located for drinking, lavatory and cleaning
purposes. Such water shall be furnished at the Building wet columns and the cost
of piping and other equipment or facilities required to supply such water to the
Demised Premises from such wet columns shall be installed by Tenant, at its sole
cost and expense, as part of Tenant's Work to prepare the Demised Premises for
Tenant's initial occupancy; and the cost of maintaining such wet columns, piping
and other equipment or facilities shall be paid by Tenant. If Tenant uses water
for any other purpose, Owner may install, at Tenant's sole cost and expense,
meters to measure Tenant's consumption of water for such other purposes, and the
cost of maintaining such meters shall be paid by Tenant. Tenant shall reimburse
Owner for the quantities of water shown on such meters and Owner's reasonable
charge for the production of any hot water, on demand.

            (f) Subject to the terms of this lease, throughout the term, Owner
shall make (i) all passenger elevators in the elevator bank serving the Demised
Premises available from the lobby to service the Demised Premises during
Business Hours on Business Days and (ii) at least one passenger elevator in the
elevator bank serving the Demised Premises available from the lobby to service
the Demised Premises at all other times. Throughout the term of this lease and
subject to such rules and regulations of Owner as may from time to time be in
effect, Tenant shall be entitled, during Business Hours on Business Days, to use
the freight elevators serving the Demised Premises in common with Owner and the
other tenants of the Building. If Tenant shall require the use of the Building's
freight elevators, Owner shall provide the same for the use of Tenant on a
first-come, first-serve scheduled basis with Owner and the other tenants or
occupants of the Building, provided Tenant gives Owner reasonable notice of the
time and use of such elevators and Tenant pays, as Additional Charges within 10
days after demand, for each freight elevator an amount equal to Owner's hourly
charge therefor (which hourly charge shall not be greater than the rate which
Owner is then charging to other office tenants of the Building).

            (g) Notwithstanding anything to the contrary herein, if Tenant is in
default under any of the covenants of this lease, Owner shall not be required to
furnish any overtime services (i.e., other than during Business Hours on
Business Days) unless Tenant shall have first delivered to Owner adequate cash
or other security for the payment of such overtime services, as determined by
Owner.

            (h) Owner's charges in effect on the date hereof for various
services are set forth on Exhibit C annexed hereto, which charges are subject to
increase from time-to-time as determined by Owner based upon union rates and
market changes.

            47. INDEMNIFICATION.

            (a) Tenant shall indemnify and hold harmless Owner and Owner's
mortgagee and its and their respective partners, directors, officers, agents and
employees from and against any and all claims arising from or in connection with
(i) the conduct or management of the Demised Premises or of any business
therein, or any work or thing whatsoever done, or any condition created (other
than by Owner) in or about the Demised Premises during the term of this lease or
during the period of time, if any, prior to the commencement date that Tenant
may have been given access to the Demised Premises; (ii) any act, omission or
negligence of Tenant or any of its subtenants or licensees or its or their
partners, directors, officers, agents, employees or contractors; (iii) any
accident, injury or damage whatever (unless caused solely by Owner's negligence)
occurring in, at or upon the Demised Premises; and (iv) any breach or default by
Tenant in the full and prompt payment and performance of Tenant's obligations
under this lease; together with all costs, expenses and liabilities incurred in
or in connection with each such claim or action or proceeding brought thereon,
including, without limitation, reasonable attorneys' fees and expenses. In case
any action or proceeding be brought against Owner and/or its mortgagee


                                     - 22 -
<PAGE>

and/or its or their partners, directors, officers, agents and/or employees by
reason of any such claim, Tenant, upon notice from Owner or such mortgagee,
shall resist and defend such action or proceeding (by counsel reasonably
satisfactory to Owner or such mortgagee).

            (b) Owner shall indemnify and hold harmless Tenant and its partners,
directors, officers, agents and employees from and against any and all claims
arising from or in connection with (i) any act, omission or negligence of Owner
or its partners, directors, officers, agents, employees or contractors and (ii)
any breach or default by Owner in the full and prompt performance of Owner's
obligations under this lease; together with all costs, expenses and liabilities
incurred in or in connection with each such claim or action or proceeding
brought thereon, including, without limitation, reasonable attorneys' fees and
expenses.

            48. LATE CHARGE.

            In addition to any other remedies Owner may have under this lease,
and without reducing or adversely affecting any of Owner's rights and remedies
hereunder, if any Fixed Rent or Additional Charges payable by Tenant to Owner
hereunder is not paid within ten (10) days of the due date thereof, Tenant shall
pay Owner as Additional Charges, on or before the first day of the following
month, 8(cent) for each dollar so overdue, or the maximum rate permitted by law,
whichever is less, in order to defray Owner's administrative and other costs in
connection therewith.

            49. BROKER.

            Tenant represents to Owner, and Owner represents to Tenant, that
Bailes & Associates, Inc., Insignia/ESG, Inc. and Williams Real Estate Co., Inc.
(collectively, the "Broker") are the only brokers or agents with whom each such
party has had any conversations or negotiations concerning the Demised Premises
or this lease. Each party hereto hereby agrees to indemnify and hold the other
party harmless from and against (a) any claim for a brokerage commission made by
any party other than Broker and (b) any expenses incurred by such party in
connection with such claim, to the extent such claim arises out of the
misrepresentation by such other party. Owner shall pay any commission due to
Broker pursuant to a separate written agreement.

            50. MISCELLANEOUS PROVISIONS.

            (a) No agreement shall be effective to change, modify, waive,
release, discharge, terminate or effect an abandonment of this lease, in whole
or in part, unless such agreement is in writing, expressly refers to this lease
and is signed by the party against whom enforcement of the change, modification,
waiver, release, discharge, termination or effectuation of the abandonment is
sought.

            (b) Except as otherwise expressly provided in this lease, the
obligations of this lease shall bind and benefit the successors and assigns of
the parties hereto with the same effect as if mentioned in each instance where a
party is named or referred to; provided, however, that no violation of the
provisions of Article 42 shall operate to vest any rights in any successor or
assignee of Tenant.

            (c) Owner and any successor in interest to Owner shall be under no
personal liability with respect to any of the provisions of this lease, and if
Owner or any successor in interest to Owner is in breach or default with respect
to its obligations under this lease, Tenant shall look solely to the equity of
Owner or such successor in interest in the Land and Building of which the
Demised Premises form a part for the satisfaction of Tenant's remedies and in no
event shall Tenant attempt to secure any personal judgment against Owner or
against any successor in interest to Owner or against any partner, member,
principals (disclosed or undisclosed), employee or agent of Owner or any
successor in interest to Owner by reason of such default by Owner or any
successor in interest to Owner.


                                     - 23 -
<PAGE>

            (d) If and to the extent that there is a conflict between the
provision contained in the printed portion of the lease to which this Rider is
attached and the provisions contained in this Rider, then the provision
contained in this Rider shall govern and be controlling to the extent necessary
to resolve such conflict.

            (e) If any of the Fixed Rent or Additional Charges payable under the
terms and provisions of this lease shall be or become uncollectible, reduced or
required to be refunded because of any act or law enacted by a governmental
authority, Tenant shall enter into such agreement(s) and take such other steps
(without additional expense to Tenant) as Owner may request and as may be
legally permissible to permit Owner to collect the maximum rents which from time
to time during the continuance of such legal rent restriction may be legally
permissible (and not in excess of the amounts reserved therefor under this
lease). Upon the termination of such legal rent restriction, (i) the Fixed Rent
and/or Additional Charges shall become and thereafter be payable in accordance
with the amounts reserved herein for the periods following such termination, and
(ii) Tenant shall pay to Owner promptly upon being billed, to the maximum extent
legally permissible, an amount equal to (x) the Fixed Rent and/or Additional
Charges which would have been paid pursuant to this lease but for such legal
rent restriction less (y) the rents paid by Tenant during the period such legal
rent restriction was in effect.

            (f) As a further inducement to Owner to enter into this lease with
Tenant, Tenant hereby agrees that with respect to the service of a notice of
petition or petition upon Tenant by Owner in any proceeding commenced by Owner
against Tenant under the Real Property Actions and Proceedings Law of the State
of New York, service of such notice of petition or petition in any such
proceedings shall be effective if made upon Tenant at the Demised Premises,
irrespective of the fact that Tenant's principal office or principal place of
business, or any other office or place of business of Tenant is located at a
place other than the Demised Premises.

            (g) This lease shall be deemed to have been jointly prepared by both
of the parties hereto, and any ambiguities or uncertainties herein shall not be
construed for or against either of them.

            (h) Notwithstanding anything to the contrary herein, Owner shall not
be in default of any of its obligations hereunder unless Owner has failed to
perform such obligation within thirty (30) days of receipt of notice from Tenant
of such failure, provided that if the nature of such default is such that more
than thirty (30) days is required to cure the same, Owner shall not be in
default hereunder if Owner commences such cure within such thirty (30) day
period and diligently prosecutes the same to completion.

            (i) Notwithstanding any provision of this lease to the contrary, if
Tenant shall request Owner's consent pursuant to any of the provisions of this
lease and Owner shall fail or refuse to grant such consent, Tenant shall not be
entitled to any monetary damages, and Tenant shall not make any claim for
monetary damages by way of setoff, counterclaim or defense, based upon any claim
or assertion by Tenant that Owner has withheld or delayed granting any such
consent, and Tenant's sole remedy to dispute Owner's failure or refusal to grant
its consent shall be an action for specific performance or injunction or a
determination pursuant to expedited arbitration pursuant to the following
sentence, and such remedy shall be available only in those cases where Owner has
expressly agreed in writing not to unreasonably withhold its consent or where as
a matter of law Owner may not unreasonably withhold its consent. Tenant shall
have the right to submit a dispute relating to the reasonableness of the denial
of a consent by Owner to binding arbitration under the Commercial Arbitration
Rules of the AAA. In cases where the parties utilize such arbitration: (i) the
arbitrator shall be a commercial real estate broker with at least ten (10)
years' experience in leasing first-class office space in New York City, (ii) the
first hearing shall be held within seven (7) Business Days after the appointment
of the arbitrator, (iii) the standards applied by the arbitrator to resolve such
dispute shall be the same standards which would be applied by a court of
competent jurisdiction, and (iv) if the arbitrator shall find that


                                     - 24 -
<PAGE>

Owner acted unreasonably in withholding or delaying a consent or approval, such
consent or approval shall be deemed granted.

            (j) Owner hereby represents and warrants that, as of the date hereof
and to Owner's actual knowledge, there are no Hazardous Materials existing in
the Demised Premises. In the event that any Hazardous Materials are discovered
in the Demised Premises during the term of this lease which are required to be
removed or remediated in accordance with applicable law as in effect on the date
hereof, Owner shall, at Owner's sole cost and expense, so remove or remediate
such Hazardous Materials in accordance with and to the extent required by
applicable law, except to the extent the presence of such Hazardous Materials in
the Demised Premises is as a result of the acts of Tenant, its agents, officers,
partners, subtenants, employees, contractors or invitees. As used herein, the
term "Hazardous Materials" means any hazardous, toxic, flammable, or explosive
substance, material, or waste which as of the date hereof is regulated by any
local state or federal authority having jurisdiction over the Building and/or
Demised Premises.

            51. NOTICES. All notices, consents, demands and other communications
from one party to the other that are given pursuant to the terms of this lease
shall be in writing and shall be delivered (including delivery by commercial
delivery services), or sent by the United States mail, certified or registered,
postage prepaid, or sent via nationally recognized overnight courier. Notices
shall be deemed given (i) on the date of delivery, if delivered via commercial
delivery service (unless such date is a weekend or holiday, in which event such
notice shall be deemed given on the next succeeding Business Day), (ii) three
(3) Business Days following deposit in the United States mail, if sent via
certified or registered mail or (iii) on the Business Day next succeeding the
date upon which such notice is given to any nationally recognized overnight
courier. All notices, consents, demands and other communications shall be
addressed as follows:

                        If to Owner:

                        Grand Regent, LLC
                        c/o Macklowe  Properties
                        142 West 57th Street
                        New York, New York 10019
                        Attn: General Counsel

                        If to Tenant:

                        Software Technologies Corporation
                        140 East 45th Street
                        New York, New York 10017
                        Attn: ____________________________________

                        with a copy to:

                        Morse, Zelnick, Rose & Lander
                        450 Park Avenue
                        New York, New York 10022-2605
                        Attn: Larry Weinbaum, Esq.


                                     - 25 -
<PAGE>

            52. OWNER'S CONTRIBUTION.

            (a) Subject to and in accordance with the provisions of this Article
52, Owner shall reimburse Tenant for the cost of Initial Tenant Work in an
amount ("Owner's Contribution") equal to the lesser of (i) One Hundred
Eighty-Nine Thousand, One Hundred and 00/100 Dollars ($189,100.00) or (ii) the
actual cost of the Initial Tenant Work. Owner shall pay the Owner's Contribution
in the manner set forth in Section 52(b) below and upon the following terms and
conditions:

                  (i) Reimbursement shall be made to Tenant after the Initial
Tenant Work has been completed;

                  (ii) Tenant shall have supplied to Owner evidence reasonably
satisfactory to Owner establishing (w) that the Initial Tenant Work has been
completed, (x) the cost thereof, (y) that all sums due and owing to contractors,
subcontractors and materialmen have been paid, including, without limitation,
lien waivers from such contractors, subcontractors and materialmen and (z) that
all governmental authorities (including without limitation the New York City
Department of Buildings) have issued final approval of the work as built and
occupancy of the space concerned;

                  (iii) Tenant shall have caused Tenant's architect to deliver
to Owner AIA forms G701, G702 and G703 with respect to such Initial Tenant Work;
and

                  (iv) Tenant is not then in default under the terms of this
lease.

            (b) Owner's Contribution shall be paid to Tenant as follows: (i) an
amount equal to one-half (1/2) of Owner's Contribution shall be paid upon
Tenant's satisfaction of all of the conditions set forth in Section 52(a) above
and (ii) the balance of Owner's Contribution (the "Balance") shall be paid in
twelve equal monthly installments commencing on June 1, 2005 and on the first
day of each month thereafter to and including May 2006. At Owner's option, Owner
may pay each monthly installment of the Balance (each, a "Balance Installment")
to Tenant in the form of a credit against Fixed Rent due for the month in which
the applicable Balance Installment is payable. Owner's obligation to fund (or
credit) such Balance Installment is expressly conditioned on the continued
satisfaction of the conditions set forth in Section 52(a) above on the date such
Balance Installment is payable.

            (c) As used herein, "Initial Tenant Work" shall be deemed to mean
the installation of fixtures, improvements and appurtenances attached to or
built into the Demised Premises as part of the Tenant's Work performed by Tenant
to ready the Demised Premises for Tenant's initial occupancy, and shall not
include movable partitions, business and trade fixtures, machinery, equipment,
furniture, furnishings and other articles of personal property.

            (d) The right to receive reimbursement for the cost of Initial
Tenant Work as set forth in this Article 52 shall be for the exclusive benefit
of Tenant, it being the express intent of the parties hereto that in no event
shall such right be conferred upon or for the benefit of any third party,
including, without limitation, any contractor, subcontractor, materialman,
laborer, architect, engineer, attorney, assignee or subtenant, or any other
person, firm or entity.

            53. HOLDOVER.

            (a) If Tenant shall hold over after the expiration or sooner
termination of the term of this lease, and if Owner shall then not proceed to
remove Tenant from the Demised Premises in the manner permitted by law (or shall
not have given written notice to Tenant that Tenant must vacate the Demised
Premises) irrespective of whether or not Owner accepts rent from Tenant for a
period beyond the Expiration Date, the parties hereby agree that Tenant's
occupancy of the Demised Premises after the expiration or sooner termination of
the term shall


                                     - 26 -
<PAGE>

be under a month-to-month tenancy commencing on the first day after the
expiration or sooner termination of the term, which tenancy shall be upon all of
the terms set forth in this lease except that Tenant shall pay on the first day
of each month of the holdover period as Fixed Rent, an amount equal to two (2)
times one-twelfth of the sum of the Fixed Rent and Additional Charges payable by
Tenant during the last year of the term of this lease. It is stipulated and
agreed that Owner shall not be required to perform any work, furnish any
materials or make any repairs within the Demised Premises during the holdover
period. It is further stipulated and agreed that if Owner shall, at any time
after the expiration or sooner termination of the term, proceed to remove Tenant
from the Demised Premises as a holdover, the Fixed Rent for the use and
occupancy of the Demised Premises during any holdover period shall be calculated
in the same manner as set forth above. In addition to the foregoing, Owner shall
be entitled to recover from Tenant any losses or damages arising from such
holdover.

            (b) Anything to the contrary notwithstanding, the acceptance of any
rent paid by Tenant pursuant to Section 53(a) above shall not preclude Owner
from commencing and prosecuting a holdover or summary eviction proceeding, and
the preceding sentence shall be deemed to be an "agreement expressly providing
otherwise" within the meaning of Section 232-c of the Real Property Law of the
State of New York.

            (c) If Tenant shall hold-over or remain in possession of any portion
of the Demised Premises beyond the Expiration Date, Tenant shall be subject not
only to summary proceeding and all damages related thereto, but also to any
damages arising out of any lost opportunities (and/or new leases) by Owner to
re-let the Demised Premises (or any part thereof). All damages to Owner by
reason of such holding over by Tenant may be the subject of a separate action
and need not be asserted by Owner in any summary proceedings against Tenant.

            54. INTENTIONALLY OMITTED.

            55. SECURITY DEPOSIT. (a) On the date hereof, Tenant shall be
obligated to deliver to Owner the security described in Article 34 of this lease
(the "Security") either, at Tenant's option, (i) in cash or (ii) in the form of
a letter of credit in the original principal amount of Seven Hundred
Ninety-Three Thousand and 00/100 Dollars ($793,000.00).

            (b) If Tenant shall deliver a letter of credit pursuant to Section
53(a) above, Tenant shall deliver to Owner an unconditional irrevocable letter
of credit (the "L/C") in the sum of Seven Hundred Ninety-Three Thousand and
00/100 Dollars ($793,000.00) in the form of Exhibit F annexed hereto and made a
part hereof, or in such other form which shall be in form and substance
satisfactory to Owner, naming Owner as beneficiary, as security for the faithful
performance and observance by Tenant of this lease. The L/C and any renewal L/C
shall be drawn on a bank or trust company located in New York City which is a
member of the New York Clearing House Association, or otherwise satisfactory to
Owner. If Tenant defaults in the full and prompt payment and performance of any
of Tenant's covenants or obligations under this lease beyond any applicable
notice and cure period, including, without limitation, a default in the payment
of Fixed Rent or Additional Charges, or a failure to timely provide a renewal
L/C to Owner as provided below, Owner may present the L/C for payment and use,
apply or retain the whole or any part of the proceeds thereof, to the extent
required for the payment of any Fixed Rent, Additional Charges or any other sums
owing under this lease. If Owner shall so apply, use or retain all or any part
of the Security, Tenant shall upon demand by Owner immediately deposit with
Owner a sum of cash equal to the amount used, applied or retained, as security
as aforesaid, failing which Owner shall have the same rights and remedies as
under this lease for non-payment of Fixed Rent. In the event that Tenant shall
fully and faithfully comply with the terms, covenants and conditions of this
lease, the L/C, or so much of the proceeds thereof as shall remain after any
application pursuant to the terms of this lease, shall be returned to Tenant
promptly after the expiration of the term hereof and delivery of possession of
the entire Demised Premises to Owner. The L/C shall provide that it is
automatically transferable without the issuer's consent, the first of any such
transfers to be at no charge to Owner. Tenant agrees to


                                     - 27 -
<PAGE>

cause the issuer to renew said L/C, in the same form from time to time during
the term of this lease, at least thirty (30) days prior to the expiration of
said L/C or any renewal thereof so that an L/C issued by the issuer to Owner
shall be in force and effect through the term of this lease. In the event of any
sale, transfer or leasing of Owner's interest in the Building, Owner shall have
the right to transfer either the L/C or any sums collected thereunder, together
with any other unapplied sums held by Owner as Security and the interest
thereon, if any, to which Tenant is entitled, to the vendee, transferee or
lessee, and upon giving notice to Tenant of such fact and the name and address
of the transferee, Owner shall thereupon be released by Tenant from all
liability for the return or payment thereof, and Tenant shall look solely to the
new owner for the return of payment of same.

            (c) Notwithstanding the foregoing, provided that (i) Tenant has
achieved a net operating income before amortization of stock-based expenses (as
such terms are determined in accordance with generally accepted accounting
principles) for each of the previous four (4) consecutive quarters, (ii) Tenant
is not then in default under the terms of this lease either (x) with respect to
any non-monetary obligation hereunder beyond the expiration of any applicable
notice and/or cure period or (y) with respect to any monetary obligation
hereunder and (iii) Tenant has never been in default under this lease beyond the
expiration of any applicable notice and/or cure period, then, on the date on
which all of the foregoing conditions shall be satisfied (the "Security
Reduction Date"), Tenant shall be entitled to reduce the Security Deposit to an
amount equal to one of the following: (A) if the Security Reduction Date shall
occur on or prior to May 31, 2005, $396,500.00 and (B) if the Security Reduction
Date shall occur on or after June 1, 2005, $420,900.00. If the Security
Reduction Date occurs on or prior to May 31, 2005, then in any event on June 1,
2005 (i) if the Security Deposit is in cash, Tenant shall deposit with Landlord
an additional sum of $24,400.00 or (ii) if the Security Deposit is an L/C,
Tenant shall cause such L/C to be increased to $420,900.00, in either case so
that the Security Deposit shall equal the then-escalated annual Fixed Rent.

            56. DESTRUCTION, FIRE AND OTHER CASUALTY. Supplementing the
provisions of Article 9 of this lease:

            (a) As soon as reasonably practicable, but in any event no later
than sixty (60) days following the date of any fire or other casualty rendering
any portion of the Demised Premises untenantable Owner shall notify Tenant of
Owner's good faith best estimate of the date (the "Estimated Date") by which the
repair and restoration necessary to render the Demised Premises no longer
untenantable can be completed ("Owner's Repair Notice"). Notwithstanding
anything herein to the contrary, if, by reason of a fire or other casualty, (1)
more than fifty (50%) percent of the rentable square footage of the Demised
Premises shall be damaged or destroyed and rendered untenantable (or, in the
case of damage or destruction to the public portions of the Building necessary
for access to the Demised Premises, more than fifty (50%) percent of the
rentable square footage of the Demised Premises shall be rendered untenantable)
and (2) the Estimated Date set forth in Owner's Repair Notice with respect to
such fire or other casualty is after the date (the "Outside Repair Date") which
is the twelve (12) month anniversary of the date of such fire or other casualty
(a fire or other casualty meeting the requirements of the preceding subclauses
(1) and (2) being a "Substantial Casualty"), then Tenant shall have a one time
only right (except as set forth in Section 55(b) below) to terminate this lease
by notice (the "Damage Termination Notice") given to Owner within thirty (30)
days following Owner's giving of Owner's Repair Notice. Such termination shall
be effective as of the date which is thirty (30) days after the Damage
Termination Notice, and, upon delivery of such notice and the expiration of such
30-day period, this lease and the term hereof shall expire as fully and
completely as if such date were the date originally set forth for the
termination of this lease. Tenant's failure to deliver the Damage Termination
Notice in the time and manner required by this Section 55(a) shall be deemed an
irrevocable waiver of Tenant's right to terminate this lease pursuant to this
Section 55(a).


                                     - 28 -
<PAGE>

            (b) In addition, in the event of any Substantial Casualty, if the
repair or restoration necessary to render the Demised Premises no longer
untenantable is not substantially completed by the Outside Repair Date, as such
Outside Repair Date shall be extended due to delays caused or occasioned by
Force Majeure or by Tenant, its agents, employees, contractors, architects,
engineers or servants, then Tenant shall be entitled to terminate this lease by
a Damage Termination Notice given to Owner within thirty (30) days after the
Outside Repair Date (as so extended) and, upon the giving of such notice, this
lease and the term hereof shall expire effective on the thirtieth (30th) day
after the giving of such notice (the "Damage Termination Date"); provided,
however, if Tenant delivers a Damage Termination Notice pursuant to this Section
55(b) to Owner, then Owner shall have the right to suspend the occurrence of the
Damage Termination Date for a period of thirty (30) days after the date of the
Damage Termination Notice by delivering to Tenant, within ten (10) Business Days
after Owner's receipt of such Damage Termination Notice, a certificate of
Owner's contractor responsible for the repairs of such damage certifying that it
is such contractor's good faith judgment that the repairs shall be substantially
completed within thirty (30) days after the date of the Damage Termination
Notice. If the repairs shall be substantially completed prior to the expiration
of such thirty (30) day period, the Damage Termination Notice shall be null and
void and of no force or effect, and this lease shall continue, but if the
repairs shall not be substantially completed within such thirty (30) day period,
then this lease shall terminate upon the expiration of such thirty (30) day
period. At any time, and from time to time (but not more than once in any 30 day
period) after the date occurring sixty (60) days following the occurrence of any
such casualty, Tenant may request that Owner inform Tenant of Owner's reasonable
opinion of the date of completion of repairs (which date shall not be binding
upon Owner or give Tenant any right to terminate this lease), and Owner shall
respond to such request within ten (10) Business Days following receipt of such
request.

            (c) For purposes of this Article 55, the term "untenantable" shall
mean that the portion of the Demised Premises to which such term applies is not
usable (and is not then being used) by Tenant for the conduct of the Tenant's
business.

            (d) For purposes of this Article 55, the term "Force Majeure" shall
mean any delay in Owner's repair of damage due to fire or other casualty by
reason of : (1) actual, industry wide delay or failure to perform by a party
affecting all similar works of construction in New York City, attributable to
any strike, lockout or other labor or industrial disturbance (whether or not on
the part of the employees of either party hereto), civil disturbance, future
order claiming jurisdiction, act of the public enemy, war, riot, sabotage,
blockade, embargo, inability to secure customary materials, supplies or labor
through ordinary sources by reason of regulation or order of any government or
regulatory body; or (2) delay attributable to lightning, earthquake, fire,
storm, hurricane, tornado, flood, washout, explosion, or any other similar
industry-wide or Building-wide cause beyond the reasonable control of Owner, or
any of its contractors or other representatives.


                                     - 29 -
<PAGE>

                                   SCHEDULE A

                                   Fixed Rent

            Period                                     Annual Fixed Rent
            ------                                     -----------------

From the Commencement Date to and             Three Hundred Ninety-Six Thousand,
including May 31, 2005                        Five Hundred and 00/100 Dollars
                                              ($396,500.00)

From June 1, 2005 to and including            Four Hundred Twenty Thousand, Nine
the Expiration Date                           Hundred and 00/100 Dollars
                                              ($420,900.00)


                                     - 1 -
<PAGE>

                                    EXHIBIT A

                                   Floor Plan

This floor plan is annexed to and made a part of this lease solely to indicate
the Demised Premises. All areas, conditions, dimensions and locations are
approximate.


                                     - 1 -
<PAGE>

                                    EXHIBIT B

                             Cleaning Specifications


                                     - 1 -
<PAGE>

                                    EXHIBIT C

                            Maintenance Charge Rates


                                     - 1 -
<PAGE>

                                    EXHIBIT D

                        Alteration Rules and Regulations


                                     - 1 -
<PAGE>

                                    EXHIBIT E

                        Form of Non-Disturbance Agreement


                                     - 1 -
<PAGE>

                                    EXHIBIT F

                            Form of Letter of Credit


                                     - 2 -

</TEXT>
</DOCUMENT>
