GETTY IMAGES INC
EXHIBIT 10.43
<DOCUMENT>
<TYPE>EX-10.43
<SEQUENCE>8
<FILENAME>v79940ex10-43.txt
<DESCRIPTION>EXHIBIT 10.43
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.43


                                    SUBLEASE


        AGREEMENT OF SUBLEASE, made as of the _______ day of November, 2001,
between PHOTODISC, INC. ("Sublandlord"), a State of Washington Corporation,
having an office at 604 North 34th Street, Seattle, Washington and MORGAN
STANLEY D.W. INC. ("Subtenant"), a Delaware corporation, having an office at
1585 Broadway, New York, New York 10019.

                              W I T N E S S E T H:
                              --------------------

        WHEREAS, by agreement of lease and first amendment thereto as annexed
hereto as Schedule A and made a part hereof (the "Prime Lease"), between The
Rector, Church-Wardens and Vestrymen of Trinity Church in the City of New York
("Prime Landlord") and Sublandlord, as tenant, Prime Landlord leased to
Sublandlord certain premises (the "Prime Lease Premises") more particularly
described in the Prime Lease in the building (the "Building") located at 75
Varick Street, New York, New York; and

        WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant
desires to hire from Sublandlord, a portion of the Prime Lease Premises,
consisting of the entire 4th and 6th floors in the Building (the area so sublet
is hereinafter referred to as the "Premises" and is described in the diagrams
annexed hereto as Schedule B), on the terms and conditions hereinafter set
forth;

        NOW, THEREFORE, in consideration of the mutual covenants contained
herein, it is agreed as follows:

        1. SUBLEASING OF PREMISES. Sublandlord hereby subleases to Subtenant and
Subtenant hereby hires from Sublandlord the Premises.

        2. CONDITION OF PREMISES. On the Commencement Date (as hereinafter
defined), Sublandlord shall deliver the Premises, and Subtenant agrees to accept
the Premises, vacant and in "as is" condition (subject to Sublandlord's
representations and warranties set forth in Section 10A hereof), as of the date
hereof, including all of existing furniture, furnishings and equipment now on
the Premises as more particularly set forth on Schedule C hereto. The items
listed on Schedule C shall be purchased by Subtenant for $1.00. At the
expiration of the Term, Sublandlord shall buy back such items for $1.00.
Sublandlord shall not be obligated to perform any work or furnish any materials
in, to or about the Premises in order to prepare the Premises for use or
occupancy by Subtenant or otherwise, except Sublandlord shall remove the
internal stairwell that connects the fourth floor of the Premises to the fifth
floor, which Sublandlord continues to occupy, and shall reslab the floor where
the stairwell is removed. (The foregoing work is hereinafter referred to as
"Stairwell Removal Work"). Sublandlord shall build a partition around the
Stairwell Area (as hereinafter defined), so that the Stairwell Removal Work can
be conducted in a manner that does not unreasonably disturb



                                        1
<PAGE>

Subtenant's activities on the fourth floor portion of the Premises. Sublandlord
shall perform the Stairwell Removal Work in accordance with all applicable laws
and shall make every reasonable effort to complete the Stairwell Removal Work by
December 15, 2001 ("Outside Completion Date"), subject to delays caused by
strikes, labor troubles or force majeure, as to which the Outside Completion
Date shall be appropriately extended. If such work is not completed by the
Outside Completion, Subtenant may notify Sublandlord that it intends to complete
the Stairwell Removal Work on its own and, if Sublandlord has still not
completed the work 10 days after such notice, Subtenant may undertake the work
and shall be reimbursed by Sublandlord for all reasonable costs and expenses
incurred in connection therewith.

        3. TERM OF SUBLEASE. The term ("Term") of this Sublease shall commence
on the date which Sublandlord gives Subtenant possession of the Premises which
shall be on or before November 19, 2001, unless Prime Landlord delays consent
beyond that date (the "Commencement Date") and, unless sooner terminated as
herein provided, shall expire on February 19, 2007 (the "Expiration Date"). The
Premises will be delivered in increments. As to all of the sixth floor (72,970
square feet) and the improved portion of the fourth floor (61,176 square feet),
Sublandlord shall give Subtenant possession of the Premises the next Business
Day (as herein defined) after Sublandlord and Subtenant have been notified in
writing that Prime Landlord has consented to this Sublease and Sublandlord has
vacated the Premises (the "Initial Possession Date"). As to the balance of the
fourth floor ("D.W. Space"), possession shall be as of 2/01/02. If Prime
Landlord shall have consented to this Sublease and Sublandlord has not vacated
the entire Premises on or before November 19, 2001, Sublandlord shall pay
Subtenant at the annualized rate of $50.00 per square foot multiplied by the
number of square feet on the particular floor of the Premises of which any
portion is still occupied by Sublandlord, for the number of days after November
19, 2001 that Sublandlord continues to occupy such a portion of the Premises
(the "Late Delivery Payment"). By way of example, that portion of the fourth
floor which is being initially delivered by Sublandlord to Subtenant measures
61,176 square feet. If Sublandlord remains in possession of any portion of that
space after November 19, 2001, then Sublandlord shall pay to Subtenant an amount
calculated as follows, for each day after November 19, 2001 that Sublandlord
remains in possession: $50.00 x 61,176 / 365 = $8,380.27. At Subtenant's option
that amount may be credited against the Rental next due from Subtenant. As used
in this Section 3 and in Section 5 hereof, the phrase "Business Days" shall mean
all days except Saturdays, Sundays, and days on which banks located within the
State of New York are required or permitted to be closed. Notwithstanding the
foregoing, failure to complete the Stairwell Removal Work and deliver that
portion of the fourth floor which includes the internal stairwell (the
"Stairwell Area") by November 19, 2001 shall not give rise to the Late Delivery
Payment so long as Sublandlord is diligently proceeding with the Stairwell
Removal Work. The Stairwell Area is deemed to consist of 300 square feet and is
shown on Schedule B. Nor shall any Late Delivery Payment be due if Sublandlord
is


                                       2
<PAGE>

unable to vacate the Premises due to strikes, labor troubles or other causes
which are not within Sublandlord's control and would be considered "force
majeure".

        4. PRIME LANDLORD'S CONSENT. This Sublease is subject to and conditioned
upon Sublandlord obtaining the written consent of Prime Landlord to this
Sublease. Sublandlord shall promptly request such consent and use commercially
reasonable efforts to obtain same, but shall not be required to incur any
extraordinary expense in doing so. Subtenant shall cooperate with Sublandlord,
at no cost or expense to Subtenant, to obtain such consent and shall provide all
information concerning Subtenant that Prime Landlord shall reasonably request.
If such consent is refused or if Prime Landlord shall otherwise fail to grant
such consent within thirty (30) days from the date hereof, then either party
may, by written notice to the other, given at any time prior to the granting of
such consent, terminate and cancel this Sublease, whereupon within five days
after receipt of such notice of termination Sublandlord shall refund to
Subtenant any Rental (as hereinafter defined) paid in advance hereunder. Upon
the making of such refunds, neither party hereto shall have any further
obligation to the other under this Sublease, except to the extent that the
provisions of this Sublease expressly survive the termination of this Sublease.

        5. RENT.

        A. Subtenant covenants and agrees to pay to Sublandlord, in lawful money
of the United States during the term hereof, fixed rent ("Fixed Rent") as set
forth below. Subtenant shall pay the first monthly installment of Fixed Rent
payable under this Sublease on the date Subtenant and Sublandlord receive the
consent of Prime Landlord to this Sublease. Fixed Rent has been calculated and
is payable as follows:

        4th Floor initial rent: $178,430.00 per month commencing on
                the Initial Possession Date
        4th Floor rent commencing three months after possession of
                the D.W. Space: $212,458.75
        6th Floor initial rent: $49,583.33 (based on the
                unimproved space on the 6th Floor, which Sublandlord
                represents is 55,970 for purposes of computing 6th
                Floor initial rent) per month commencing on the
                Initial Possession Date
       6th Floor rent commencing three months after the Initial Possession
                Date: $212,829.17

        B. In addition to the Fixed Rent, Subtenant covenants and agrees to pay,
from and after the Commencement Date, the following amounts as additional rent
under this Sublease ("Additional Rent"). Sublandlord shall bill Subtenant for
each item of Additional Rent promptly after the amount becomes known and
Subtenant shall pay each amount so billed within ten (10) days after being
billed therefor. The Additional Rent items to be paid by Subtenant are as
follows:

        i) Porters' Wage Escalation. The term "Wage Rate" shall mean the minimum
regular hourly wage expressed in terms of hourly wage, as the aggregate hereof
shall be prescribed for



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<PAGE>


Porters in Class A office buildings pursuant to an agreement between the Realty
Advisory Board on Labor Relations Incorporated (or any successor thereto) and
Local 32B of the Building Service Employees International Union, AFL-CIO (or any
successor thereto) covering the wages of Porters in such buildings, together
with payroll taxes imposed on such wages, exclusive of fringe benefits, provided
that if in any year during the term of this Sublease, any such agreement shall
require the regular employment of Porters on days or during hours when overtime
or other premium pay rates are in effect pursuant to such agreement, then the
term "regular hourly wage" as used in this Article shall he deemed to mean the
average hourly wage for the hours in a calendar week during which Porters are
required to be regularly employed. If there is no such agreement in effect
prescribing such Wage Rate for Porters, computations and payments shall
thereupon be made upon the basis of the Wage Rate actually payable to Porters by
the Prime Landlord or by the contractor performing the cleaning services for
Prime Landlord.

        (a) The term "Base Wage Rate" shall mean the Wage Rate in effect in
2002.

        (b) The term "Porters" shall mean the classification of employee engaged
in the general maintenance and operation of office buildings most nearly
comparable to that classification now applicable to Porters in the current
agreement between R.A.B. and Local 32B (which classification is presently termed
"others" in said agreements).

        (c) If at any time during the term of this Sublease, the Wage Rate shall
be greater than the Base Wage Rate, then Subtenant shall pay, as additional
rent, an amount equal to the product obtained by multiplying 1.0 times the
rentable area of the Demised Premises by the number of cents (including any
fraction of a cent) by which the Wage Rate is greater than the Base Wage Rate,
such payment to be made in equal monthly installments commencing with the first
monthly installment of fixed rent falling due on or after the effective date of
such increase in Wage Rate and continuing thereafter until a new adjustment
shall have become effective in accordance with the provisions of this Article.
Sublandlord shall give Subtenant written notice of each change in Wage Rate
which will be effective to create Subtenant's obligation to pay additional rent,
pursuant to the provisions of this Article, after Sublandlord learns thereof,
and such notice shall contain Sublandlord's calculation of the additional rent
payable resulting from such increase in Wage Rate. For the purpose of applying
the provisions of this sub-paragraph and for all purposes of this Sublease, the
parties agree that the rentable area of the Premises shall be deemed to be
145,813 square feet (subject to increase should Subtenant exercise any expansion
options contained herein).

        ii) Real Estate Tax Escalations. Commencing July 1, 2002, Subtenant
shall pay real estate tax escalations calculated as provided in Article Thirty
of the Prime Lease except that (a) the Base Year shall be 2001-2002, (b)
Subtenant's "Proportionate



                                        4
<PAGE>


Share" shall be 14.2667% initially and adjusted appropriately if additional
space is added and (c) "Subsequent Year" shall mean the twelve month period
commencing July, starting with the period commencing July 1, 2002.

        iii) Electricity. Subtenant is required to pay for electricity,
including all taxes and surcharges, as "Electricity Additional Rent" pursuant to
the terms of Article Ten of the Prime Lease, as such amount may be increased or
decreased from time to time. Electricity will be measured by submeter(s)
measuring only the Premises which submeters will be installed and paid for by
Sublandlord prior to the Initial Possession Date. Subtenant shall be entitled to
receive the same amount of electrical wattage as Sublandlord receives from Prime
Landlord with respect to the Premises, which Sublandlord represents is
approximately 8 watts per live load of rentable area.

        iv) Other. If Sublandlord shall be charged with respect to the Premises
for any other sums or charges pursuant to the provisions of the Prime Lease,
including, without limitation, for overtime or other extra services requested by
Subtenant, then Subtenant shall be liable for such portion thereof as is fairly
attributable to the Premises, or Subtenant's Proportionate Share thereof if
attributable to the entire Prime Lease Premises, as Additional Rent under this
Sublease and such sums shall be due and payable by Subtenant to Sublandlord on
demand. The foregoing shall not be deemed to require Subtenant to make payments
in respect of charges incurred by Sublandlord by reason of the acts or omissions
of Sublandlord or any other sublessee.

        v) Sublandlord shall furnish Subtenant with copies of any statements
relating to real estate taxes delivered by Prime Landlord to Sublandlord. The
statements as to real estate taxes and Porter's wage escalations furnished by
the Sublandlord pursuant to this Article shall be conclusive and binding upon
Subtenant unless within the later of (i) sixty (60) days after the receipt of
such statements, or (ii) sixty (60) days after the Subtenant has received a copy
of the tax bill if the Subtenant has requested a copy of the tax bill within
sixty (60) days after receipt of the statements, Subtenant shall notify
Sublandlord that it disputes the correctness thereof, specifying the particular
respects in which such statements are claimed to be incorrect. Pending the
determination of such dispute, Subtenant shall pay Additional Rent in accordance
with such statements and such payment shall be without prejudice to Subtenant's
position and to the Subtenant's rights to a refund of any overpayment. If the
dispute shall be determined in Subtenant's favor, Sublandlord shall within five
business days after Sublandlord's receipt of the notice of such determination,
pay Subtenant the amount of Subtenant's overpayment of Additional Rent resulting
from compliance with such statements. This provision shall survive the
expiration or termination of the Sublease and shall be binding on the successors
of each party.

        C.  i) Fixed Rent and monthly installments, if any, of Additional Rent
shall be due and payable in equal monthly



                                       5
<PAGE>

installments in advance, two (2) Business Days prior to the first (1st) day of
each month during the Term. If the Commencement Date shall be other than the
first day of a month or the expiration or sooner termination of the Term is
other than the last day of a month, the monthly installments of Fixed Rent and
Additional Rent payable hereunder for any such months shall be prorated on a per
diem basis based on the actual number of days in such month.

            ii) If Sublandlord shall receive a refund of any amounts from the
Prime Landlord with respect to the Premises pursuant to the terms of the Prime
Lease, Sublandlord shall promptly notify Subtenant and refund to Subtenant the
portion thereof, if any, which shall have been paid by Subtenant hereunder.
Sublandlord's obligations under this subsection shall survive the expiration or
sooner termination of the Term.

            iii) All of the amounts payable by Subtenant pursuant to this
Sublease, including, without limitation, Fixed Rent, Additional Rent, and all
other costs, charges, sums and deposits payable by Subtenant hereunder
(collectively, "Rental"), shall constitute rent under this Sublease and shall be
payable to Sublandlord or its designee at such address as Sublandlord shall from
time to time direct in writing.

            iv) Subtenant shall promptly pay the Rental as and when the same
shall become due and payable without setoff, offset or deduction of any kind
whatsoever except as may be afforded to Sublandlord under the Prime Lease and,
in the event of Subtenant's failure to pay same when due, Sublandlord shall have
all of the rights and remedies provided for in the Prime Lease or at law or in
equity in the case of nonpayment of rent. Subtenant's obligation to pay Rental
shall survive the expiration or sooner termination of the Term.

            v) If any Rental shall not be paid within five (5) days after the
same is due hereunder such unpaid Rental shall bear interest from the date on
which such Rental was originally due until the date when paid at a rate which is
1 1/2 percent per month computed (on the basis of a 30 day month) from the date
on which Rental became due and payable to the date of payment on the amount of
the Rental. Notwithstanding the foregoing, with respect to any Additional Rent
the amount of which Sublandlord must advise Subtenant before it can be paid, the
late charge provided herein shall not be incurred until five (5) days after
notice of non- payment is provided to Subtenant.

        D. Free Rent Period. As set forth in subparagraph (A), the Subtenant
shall not be required to pay Rental with respect to the unimproved portions of
the Premises for the period beginning on the Commencement Date and ending three
months after the Initial Possession Date; provided, however, that the Subtenant
shall during such abatement period pay any service charges for electric current,
and overtime elevator, air-conditioning, heat or other services to the Premises
for which Prime Landlord charges Sublandlord under the Prime Lease (except if
any such other service was specially ordered by Sublandlord without request of
Subtenant).


                                        6
<PAGE>

        6. USE. Subtenant shall use and occupy the Premises for executive and
administrative offices and customary ancillary office uses in connection with
Subtenant's business consistent with a first class office building and for no
other purpose.

        7. SUBORDINATION TO AND INCORPORATION OF THE PRIME LEASE.

        A. This Sublease and all of Subtenant's rights hereunder are and shall
remain in all respects subject and subordinate to (i) all of the terms,
conditions and provisions of the Prime Lease, a true and complete copy of which
has been delivered to and reviewed by Subtenant and is attached hereto as
Schedule A, (ii) any and all amendments or modifications to the Prime Lease or
supplemental agreements relating thereto hereafter made between the Prime
Landlord and Sublandlord which do not in any respect contravene any express
rights granted to Subtenant hereunder or increase the obligations of Subtenant
hereunder and (iii) any and all matters to which the tenancy of Sublandlord, as
tenant under the Prime Lease, is or may be subordinate. The foregoing provisions
shall be self-operative and no further instrument of subordination shall be
necessary to effectuate such provisions.

        B. Except as otherwise expressly provided in this Sublease, Subtenant
assumes and shall keep, observe and perform every term, provision, covenant and
condition on Sublandlord's part pertaining to the Premises which is required to
be kept, observed and performed pursuant to the Prime Lease and which arises or
accrues during the Term of this Sublease and which does not pertain in anyway to
that portion of the Prime Lease which is not part of the Premises.

        C. Except as otherwise expressly provided in this Sublease, and except
to the extent inapplicable hereto or inconsistent herewith, the terms,
provisions, and conditions contained in the Prime Lease are incorporated in this
Sublease by reference, and are made a part hereof as if herein set forth at
length, Sublandlord being substituted for the "Landlord" under the Prime Lease,
Subtenant being substituted for the "Tenant" under the Prime Lease, and Premises
being substituted for "Premises" under the Prime Lease. The parties agree that
the following provisions of the Prime Lease are not so incorporated herein by
reference:

        Preamble, Articles One, Two (a-d), Eleven, Thirteen (d), Twenty-two,
Twenty-nine, Thirty (b), Thirty-three, Thirty-eight, Forty-five, both Articles
46, Exhibit A-1, A-5, A-10, Exhibit C, Schedule 1, Schedule 2. In addition, in
Article 30, all references to the Operating Expense Payment are deleted and for
purposes of the Real Estate Tax Escalation the date of April 1, 2001, is changed
to July 1, 2002.

        D. The time limits set forth in the Prime Lease for



                                       7
<PAGE>

the giving of notices, making demands, performance of any act, condition or
covenant, or the exercise of any right, remedy or option, are changed for the
purposes of incorporation into this Sublease, by lengthening or shortening the
same in each instance, as appropriate, so that notices may be given, demands
made, or any act, condition or covenant performed, or any right, remedy or
option hereunder exercised, by Sublandlord or Subtenant, as the case may be (and
each party covenants that it will do so), within three (3) Business Days prior
to the expiration of the time limit, taking into account the maximum grace
period, if any, relating thereto contained in the Prime Lease. Each party shall
promptly deliver to the other party copies of all notices, requests or demands
which relate to the Premises or the use or occupancy thereof after receipt of
same from the Prime Landlord. In the case of any time limit described above
which is one or two days after the giving of the notice applicable thereto, such
notice shall be delivered personally as provided in Article 19 hereof. With
respect to any request for overtime services, Subtenant may make such request in
Sublandlord's name directly to the Prime Landlord, provided such request is made
in accordance with the terms of the Prime Lease and a duplicate copy of such
request (to the extent such request is in writing) is simultaneously given to
Sublandlord.

        E. Sublandlord shall have the same rights and remedies with respect to a
breach of this Sublease by Subtenant as the Prime Landlord has with respect to a
breach of the Prime Lease, as if the same were more fully set forth at length
herein, and Sublandlord shall have, with respect to Subtenant, this Sublease and
the Premises, all of the rights, powers, privileges and immunities as are had by
the Prime Landlord under the Prime Lease. Sublandlord herein shall not be
responsible for any breach of the Prime Lease by the Prime Landlord or any
non-performance or non-compliance with any provision thereof by the Prime
Landlord, but Sublandlord shall comply with the provisions of Article 12 hereof.

        F. Provided Subtenant is not in default under this Sublease beyond
applicable periods of notice and grace, Sublandlord covenants and agrees not to
voluntarily cancel or surrender the Prime Lease, except for a termination
permitted under the Prime Lease as a result of casualty or condemnation which is
not prohibited by Section 17A hereof, or consent to any modification, amendment
or supplement to the Prime Lease which will adversely affect Subtenant's rights
under this Sublease, without the prior written consent of Subtenant. If the
Prime Lease is terminated for any reason whatsoever, whether by operation of law
or otherwise, except through the default of Sublandlord, Sublandlord shall not
be liable in any manner whatsoever for such termination. Sublandlord shall
promptly forward to Subtenant any default or termination notice with respect to
the Prime Lease received by Sublandlord and this Sublease shall terminate in the
event of any such termination of the Prime Lease. A termination of the Prime
Lease due to the default of Sublandlord, other than a default caused by
Subtenant under this Sublease, shall be considered a voluntary cancellation



                                       8
<PAGE>

or surrender of the Prime Lease under this paragraph.

        G. Sublandlord shall request that Prime Landlord and its lender and
ground lessor, if any, provide a so called Subordination and Non Disturbance
Agreement ("SNDA") to Subtenant as well as an estoppel letter, in each case in a
form reasonably requested by Subtenant. If Sublandlord shall default under the
Prime Lease, Subtenant may, after notice to Sublandlord, cure any such default
and offset its costs in connection with such cure against any Rental next coming
due from Subtenant to Sublandlord. If such SNDA is not received within thirty
(30) days of execution of this Sublease, Subtenant or Sublandlord shall have the
right to terminate this Sublease on thirty (30) days written notice.

        8. ATTORNMENT. Subject to the terms of the SNDA between Prime Landlord
and Subtenant, if the Prime Lease and Sublandlord's leasehold interest in the
Premises shall be terminated, other than as a result of casualty, condemnation
or sale in lieu thereof, Subtenant shall, if so requested in writing by Prime
Landlord, attorn to Prime Landlord and shall, during the Term, perform all of
the terms, covenants and conditions of this Sublease on the part of Subtenant to
be performed, except that for the balance of the term of the Sublease, Subtenant
shall pay to Prime Landlord fixed rent and additional rent as provided in the
Prime Lease. In the event of any such attornment, Prime Landlord shall not be
(a) liable for any act or omission or default of any prior sublessor (including,
without limitation, Sublandlord); or (b) subject to any offsets or defenses
which Subtenant might have against any prior sublessor (including without
limitation, Sublandlord); or (c) bound by any rent or additional rent which
Subtenant might have paid for more than the current month to any prior sublessor
(including, without limitation, Sublandlord); or (d) subject to the terms of the
SNDA between Prime Landlord and Subtenant, bound by any amendment or
modification of this Sublease made without Prime Landlord's consent. The
foregoing shall be self-operative without the necessity of the execution of any
further instruments but Subtenant agrees, upon the demand of Prime Landlord, to
execute, acknowledge and deliver any instrument or instruments confirming such
attornment.

        9. QUIET ENJOYMENT. Sublandlord covenants that as long as Subtenant
shall pay the Rental due hereunder and shall duly perform all the terms,
covenants and conditions of this Sublease on its part to be performed and
observed, Sublandlord will not default under the Prime Lease and Subtenant shall
peaceably and quietly have, hold and enjoy the Premises during the Term without
molestation or hindrance by Sublandlord, subject to the terms, provisions and
conditions of the Prime Lease and this Sublease.

        10. REPRESENTATIONS, WARRANTIES AND COVENANTS.

        A. Sublandlord represents and warrants to Subtenant as follows as of the
date of execution and delivery of this Sublease:



                                        9

<PAGE>

            (i) the Prime Lease is in full force and effect in accordance with,
and subject to, all of the terms, covenants, conditions and agreements contained
therein and all Prime Landlord initial work agreed to be done in the Premises
has been completed;

            (ii) the Prime Lease has not been modified, amended or supplemented,
except as set forth in Schedule A annexed hereto;

            (iii) Sublandlord has not received any notice of any default by the
Sublandlord under the Prime Lease, which default remains uncured;

            (iv) Sublandlord holds the entire tenant's interest in the Premises
under the Prime Lease free and clear of any liens, claims, mortgages, charges or
encumbrances, subleases and occupancies (other than this Sublease and the Prime
Lease), other than matters to which the tenancy of the Sublandlord, as tenant
under the Prime Lease, is or may be subordinate;

            (v) Sublandlord has full right, power and authority to enter into
this Sublease;

            (vi) All building systems servicing the Premises are in good working
order and condition, and, to the best of Sublandlord's knowledge are in
compliance with New York City Building Code and free of violations that would
prevent Sublandlord's work or occupancy;

            (vii) To Sublandlord's knowledge, but without independent
investigation, there are no adverse environmental conditions relating to the
Premises. Subtenant shall not be responsible for the correction of any
environmental conditions which pre-exist the commencement of the Term of this
Sublease; and

            (viii) To Sublandlord's knowledge, but without independent
investigation, no consent is required to this Sublease, except that of the Prime
Landlord.

        B. Subtenant hereby warrants represents and covenants to Sublandlord
that Subtenant has full right, power and authority to enter into this Sublease.

        11. SERVICES AND REPAIRS. Notwithstanding anything to the contrary
herein set forth, Subtenant agrees that Sublandlord shall have no obligation to
render or supply any services to Subtenant, including, without limitation (a)
the furnishing of electrical energy, heat, ventilation, water, air conditioning,
elevator service, cleaning, window washing, or rubbish removal services, (b)
making any alterations, repairs or restorations, (c) complying with any laws or
requirements of any governmental authorities, or (d) taking any action that
Prime Landlord has agreed to provide, make, comply with, or take, or cause to be
provided, made, complied with, or taken under the Prime Lease (collectively
"Services and Repairs"). Subtenant hereby agrees that Subtenant shall look
solely to Prime Landlord for the



                                       10
<PAGE>

performance of any and all of such Services and Repairs, subject to the terms
and conditions of this Sublease. Sublandlord hereby grants to Subtenant
Sublandlord's rights under the Prime Lease to receive from the Prime Landlord
Services and Repairs to the extent that Sublandlord is entitled (i) to receive
same under the Prime Lease and (ii) to grant same to Subtenant, including,
without limitation, condenser water as per Article Thirty-one (c) of the Prime
Lease. Sublandlord shall in no event be liable to Subtenant nor shall the
obligations of Subtenant hereunder be impaired or the performance thereof
excused because of any failure or delay on the Prime Landlord's part in
furnishing Services and Repairs, unless such failure or delay results from
Sublandlord's default under the Prime Lease (which default is not resulting from
or attributable to any corresponding default of Subtenant under this Sublease).

        12. ENFORCEMENT OF PRIME LEASE. If the Prime Landlord shall default in
any of its obligations to Sublandlord with respect to the Premises, Sublandlord
shall not, except as and to the extent hereinafter set forth, be obligated to
bring any action or proceeding or to take any steps to enforce Sublandlord's
rights against Prime Landlord other than, upon the written request of Subtenant,
making a demand upon the Prime Landlord to perform its obligations under the
Prime Lease with respect to the Premises. If following the making of such demand
and the expiration of any applicable grace period granted to the Prime Landlord
under the Prime Lease, the Prime Landlord shall fail to perform its obligations
under the prime Lease, then Subtenant shall have the right to take such action
in its own name. If (a) any such action against the Prime Landlord in
Subtenant's name is barred by reason of lack of privity, non-assignability or
otherwise, and (b) the failure of Prime Landlord to perform its obligations
under the Prime Lease has, or may have, an adverse affect upon the Premises or
Subtenant's permitted use thereof, then subject to and upon the following terms,
Subtenant may bring such action in Sublandlord's name and Sublandlord shall
execute all documents reasonably required in connection therewith, provided (i)
the same is without cost and expense to Sublandlord, (ii) Subtenant shall
indemnify Sublandlord against all liability for damages, interest, penalties and
expenses (including reasonable attorneys' fees and expenses) resulting from or
incurred in connection with such action; and (iii) Subtenant is not in default
hereunder beyond any applicable notice and cure period.

        13. ASSIGNMENT, SUBLETTING AND ENCUMBRANCES.

        A. Except as otherwise permitted by Article Seventeen of the Prime
Lease, without the prior written consent of Sublandlord (not to be unreasonably
withheld) and Prime Landlord, Subtenant shall not (i) assign this Sublease (by
operation of law or otherwise), (ii) sublease all or any part of the Premises,
(iii) mortgage, pledge, hypothecate or otherwise encumber its interest in this
Sublease or the Premises or any interest therein, or (iv) grant any concession,
license or otherwise permit the Premises to be used or occupied by anyone other
than Subtenant. Any assignment, sublease, mortgage, pledge, hypothecation or
other



                                       11
<PAGE>

encumbrance of or under this Sublease without such prior written consent shall
be invalid and without force and effect.

        B. Each and every provision of Article Seventeen of the Prime Lease must
be complied with and it is understood that all approval rights, recapture rights
and profit sharing conferred upon "Landlord" therein shall be deemed to be
conferred upon both Prime Landlord and Sublandlord (who as between them shall
determine their relative rights).

        C. If Subtenant shall at any time request the consent of Sublandlord and
Prime Landlord to any proposed assignment of this Sublease or subletting of all
or any portion of the Premises, Subtenant shall pay on demand the reasonable
costs and expenses incurred by Sublandlord and Prime Landlord, including,
without limitation, architect, engineer and reasonable attorneys' fees and
disbursements, and a reasonable administrative fee for review and/or preparation
of documents in connection with any proposed or actual assignment of this
Sublease or subletting of the Premises or any part thereof.

        14. INDEMNIFICATION.

        A. Sublandlord, Prime Landlord and the employees, agents, contractors,
licensees and invitees (collectively "Agents") of each (collectively,
"Indemnified Parties"), shall not be liable to Subtenant or its agents and
Subtenant shall indemnify and hold harmless the Indemnified Parties from and
against any and all suits, claims, demands, liability, damages, costs and
expenses of every kind and nature for which the Indemnified Parties are not
reimbursed by insurance, including, without limiting the generality of the
foregoing, attorneys' fees and expenses, court costs, penalties and fines,
incurred in connection with or arising out of the following to the extent not
caused by the acts or omissions of the Indemnified Parties or matters occurring
outside the Premises without the fault of Subtenant:

            (i) any injury or damage to any person happening on or about the
Premises, or for any injury or damage to the Premises, or to any property of
Subtenant or of any other person, firm, association or corporation on or about
the Premises;

            (ii) default by Subtenant in the payment of the Rental or any other
default by Subtenant in the observance or performance of, or compliance with any
of the terms, provisions or conditions of this Sublease including, without
limitation, such matters relating to obtaining the possession of the Premises
following any such default;

            (iii) the exercise by Subtenant or any person claiming through or
under Subtenant of any rights against Prime Landlord granted to Subtenant
hereunder (but the foregoing indemnity shall only inure to Sublandlord's
benefit);

            (iv) any holdover beyond the term of this Sublease;



                                       12
<PAGE>

            (v) any acts, omissions or negligence of Subtenant or any person
claiming through or under Subtenant, or the Agents of Subtenant or any such
person, in or about the Premises or the Building; or

            (vi) any proceeding, action or dispute that Sublandlord or Subtenant
may institute or be party to pursuant to Article 12 of this Sublease, except to
the extent that any such proceeding, action or dispute shall determine that
Prime Landlord's failure or refusal to provide Services or Repairs is justified
because of Sublandlord's negligence, misconduct or breach of this Sublease or
the Prime Lease, not resulting from Subtenant's acts or omissions.

        B. Sublandlord and Subtenant each agree not to seek punitive,
consequential or special damages from the other; but nothing shall be deemed to
limit their rights to actual damages, if any, or Sublandlord's rights to recover
any damages caused by Subtenant for which Sublandlord would be liable under the
Prime Lease.

        C. The provisions of this Article 14 shall survive the expiration or
earlier termination of this Sublease.

        15. ALTERATIONS. Subtenant shall accept the existing improvements to the
Premises in their "as is" condition as of the date hereof and shall have no
obligation to remove those existing improvements at the end of the Term.
Subtenant shall make no other alterations, installation, additions or
improvements (collectively, "Alterations") in or about the Premises without the
prior written consent of Sublandlord and Prime Landlord in each instance as
provided in the Prime Lease. So long as Prime Landlord so consents, Sublandlord
will not unreasonably withhold or delay its consent. Sublandlord's consent shall
be deemed given if Sublandlord does not respond to Subtenant's request for
approval with 15 days of Sublandlord's receipt of the request, but such consent
shall not bind Prime Landlord unless it too has consented. Any alterations
consented to by Sublandlord and Prime Landlord shall be performed by Subtenant
at its sole cost and expense and in compliance with all of the provisions of the
Prime Lease, including the provisions requiring Prime Landlord's prior written
consent, and also in compliance with other reasonable requirements of
Sublandlord and Prime Landlord. In the event that Subtenant shall make any
Alterations, Subtenant shall, if required by Sublandlord and Prime Landlord,
restore premises to their original condition at the commencement of the Sublease
(reasonable wear and tear excepted) at the expiration of this Sublease.
Subtenant will only be required to restore Specialty Alterations (as defined in
the Prime Lease) if Sublandlord expressly requires such restoration in writing
at the time it gives its approval. Subtenant hereby indemnifies and holds
Sublandlord harmless from any liability it may incur to Prime Landlord or others
resulting from Subtenant's Alterations. Sublandlord agrees to permit the
installation of louvers in the Premises, so long as the Prime Landlord shall
also consent thereto.



                                       13
<PAGE>

        16. INSURANCE. Subtenant, at Subtenant's sole expense, shall maintain
for the benefit of Sublandlord and Prime Landlord such policies of insurance
(and in such form) as are required by the Prime Lease with respect to the
Premises, which policies shall be reasonably satisfactory to Sublandlord as to
coverage and insurer (which shall be licensed to do business in the State of New
York), provided that such insurance at a minimum include commercial general
liability insurance protecting Sublandlord, Prime Landlord and Subtenant against
all claims and liabilities for injury or damage to persons or property occurring
upon, in or about the Premises, and the public portions of the Building, caused
by or resulting from or in connection with any act or omission of Subtenant,
Subtenant's employees, agents or invitees.

        B. Sublandlord and Subtenant shall each 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. To the extent that such
insurance is in force and collectible and to the extent permitted by law,
Sublandlord and Subtenant each hereby releases and waives all right to recovery
against the other or anyone claiming through or under the other by way of
subrogation or otherwise, and Subtenant also releases and waives all right to
recover against Prime Landlord other than in connection with Prime Landlord's
gross negligence or wilful misconduct. The foregoing release and waiver shall be
in force only if the insurance policies of Sublandlord and Subtenant provide
that such release or waiver does not invalidate the insurance; each party agrees
to use its best efforts to include such a provision in its applicable insurance
policies. If the inclusion of said provision would involve an additional
expense, either party, at its sole expense, may require such provision to be
inserted in the other's policy.

        17. DESTRUCTION BY FIRE OR OTHER CASUALTY; CONDEMNATION.

        A. If the Premises or the Building are damaged or destroyed by fire or
other casualty, Subtenant shall have no right to terminate this Sublease except
as set forth below in this Section 17A and this Sublease shall not be terminated
by Sublandlord by reason of such casualty unless the Prime Lease is terminated
by Sublandlord in accordance with the provisions of this Section 17A below or by
the Prime Landlord pursuant to the provisions of the Prime Lease. Sublandlord
shall give Subtenant prompt notice of any such termination. Sublandlord
covenants that it will not terminate the Prime Lease in the event of any
casualty except to the extent Sublandlord has a right to terminate this Sublease
as a result of such casualty as set forth in this Section 17A below. If at any
time during the Term hereof there is a casualty that destroys or renders
untenantable 60% or more of the Prime Lease Premises, Sublandlord shall have the
right to terminate this Sublease. Sublandlord shall also have the right to
terminate this Sublease if 45% or more of the Premises is destroyed or rendered
untenantable during the last two (2) years



                                       14
<PAGE>

of the Term hereof or if 30% or more of the Premises is destroyed or rendered
untenantable during the last year of the Term hereof. Subtenant shall have the
right to terminate this Sublease if 50% or more of the Premises is rendered
untenantable and cannot be repaired within nine (9) months after the event that
destroys or renders the same untenantable. Subtenant shall also have the right
to terminate this Sublease in respect of any portion of the Premises containing
one full floor or more of the Building if such portion of the Premises cannot be
repaired within nine (9) months after the event that destroys same or renders
same untenantable. In the event of any partial termination of this Sublease by
Subtenant the Fixed Rent and Additional Rent shall be adjusted equitably. Any
right of termination in this Section 17A set forth shall be exercised, if at
all, within sixty (60) days after the event that destroys or renders the
affected portion of the Building untenantable.

        B. If the Premises are partially or totally damaged by fire or other
casualty, Subtenant shall receive an abatement of Rental for such casualty only
to the extent that Sublandlord receives an abatement to the extent the same
relates to the Premises pursuant to the terms of the Prime Lease.

        C. If the Prime Lease is terminated as the result of a taking of all or
any portion of the Building by condemnation (or deed in lieu thereof), this
Sublease shall likewise terminate. In such event, Subtenant shall have no claim
to any share of the award, except to file a claim for the value of its fixtures
or for moving expenses. In that event, Sublandlord agrees to and does hereby
assign to Subtenant the right to claim for all additions, improvements,
fixtures, alterations, trade fixtures and other personal property ("Installed
Property") installed or paid for by Sublandlord. Subtenant agrees to make claim
for all said Installed Property, in its name, in addition to or as part of a
claim for trade fixtures installed or paid for by Subtenant, and Sublandlord and
Subtenant agree to share in the award or settlement in accordance with the
amounts awarded or paid for items installed by each, including interest; or, in
the event the award or settlement is in a single amount, then each shall share
in the award or settlement in the proportion that the total of each of the
parties' installations bears to the whole as determined by claimants' trade
fixture appraiser in the appraisal submitted in the condemnation proceeding.
Sublandlord and Subtenant shall pay the expenses of the litigation or settlement
in proportion to their shares of the award or payment. In the event Subtenant
does not or is unable to claim for trade fixtures, Sublandlord may make a claim
in the name of Subtenant, as agent for Subtenant, and Subtenant does hereby
assign the award or payment to Sublandlord for the purpose of collecting the
award or payment to be distributed in the same manner as described above. The
foregoing shall be self-operative without the necessary of the execution of any
further instruments. Subtenant shall have the right to terminate this Sublease
in the event of any material taking of the Premises in condemnation by notice to
Sublandlord within sixty (60) days of such taking.



                                       15
<PAGE>

        D. Subtenant waives the provisions of Section 227 of the New York Real
Property Law, which is superseded by the provisions of this Article 17.

        18. BROKER. Each party warrants and represents to the other party hereto
that it has not dealt with any brokers in connection with this Sublease other
than Plymouth Partners, Ltd. and CB Richard Ellis, Inc., whose fees shall be
paid by Sublandlord. Each party hereby indemnifies and holds the other party
hereto harmless from any and all loss, damage, claim, liability, cost or expense
(including, but not limited to, reasonable attorneys' fees, expenses and court
costs) arising out of or in connection with any breach of the foregoing warranty
and representation. The provisions of this Article shall survive the expiration
or earlier termination of this Sublease.

        19. NOTICES. All notices, consents, approvals or other communications
(collectively a "Notice") required to be given under this Sublease or pursuant
to law shall be in writing and, unless otherwise required by law, shall be
either personally delivered (against a receipt), or sent by reputable overnight
courier service, or given by registered or certified mail, return receipt
requested, postage prepaid, addressed to the party which is to receive such
Notice (attention: Mark J. Frost, in the case of Notices to Sublandlord, and
attention: Director of Real Estate, 830 8th Avenue, New York, New York, with a
copy to Alan DiScuillo, Esq., Senior Real Estate Counsel, 1221 Avenue of the
Americas, New York, New York, and Wallace L. Schwartz, Esq., Skadden Arps Slater
Meagher & Flom, Four Times Square, New York, New York, in the case of Notices to
Subtenant) at its address herein set forth, or such other address as either may
designate by Notice to the other. Any Notice given pursuant thereto shall be
deemed to have been received on receipt if personally delivered, on the next
business day if delivered by reputable overnight courier service, or three (3)
Business Days after the mailing thereof if mailed in accordance with the terms
hereof, such mailing to be effected by depositing the Notice in any post office,
branch post office or official depository regularly maintained by the United
States Postal Service.

        20. NO WAIVERS. Failure by either party in any instance to insist upon
the strict performance of any one or more of the obligations of the other party
under this Sublease, or to exercise any election herein contained, or acceptance
of payment of any kind with knowledge of a default by the other party shall in
no manner be or be deemed to be a waiver by such party of any defaults or
breaches hereunder or of any of its rights and remedies by reason of such
defaults or breaches, or a waiver or relinquishment for the future of the
requirement of strict performance of any and all of the defaulting party's
obligations hereunder. Further, no payment by Subtenant or receipt by
Sublandlord of a lesser amount than the correct amount of Rental due hereunder
shall be deemed to be other than a payment on account, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment be
deemed to effect or evidence an accord and satisfaction, and Sublandlord may
accept



                                       16
<PAGE>

any checks or payments as made without prejudice to Sublandlord's right to
recover the balance or pursue any other remedy in this Sublease or otherwise
provided at law or in equity.

        21. CONSENT.

        A. Whenever in this Sublease it is provided that either party will not
unreasonably withhold its consent to any matter, such party shall also be deemed
to have agreed not to unreasonably delay such consent. Sublandlord shall not be
deemed to have unreasonably withheld or delayed its consent to any matter if the
Prime Landlord's consent to the matter requested is required by the Prime Lease
and if Prime Landlord shall have withheld or delayed its consent to such matter.
The foregoing provisions shall not be deemed a waiver of Subtenant's rights
herein with respect to any default by Prime Landlord in the performance of any
of its obligations affecting the Premises under the Prime Lease.

        B. If either party shall request the other's consent and such consent is
withheld or delayed, such party shall not be entitled to any damages by reason
thereof, it being intended that the sole remedy therefor shall be an action for
specific performance or injunction and that such remedy shall only be available
where a party has agreed herein not to unreasonably withhold or delay such
consent or where, as a matter of law, such consent may not be unreasonably
withheld or delayed.

        22. ENTIRE AGREEMENT, MISCELLANEOUS.

        A. This Sublease shall be governed by and construed in accordance with
the law of the State of New York without regard to the conflicts of law
principles thereof.

        B. The section headings in this Sublease are inserted only as a matter
of convenience for reference and are not to be given any effect in construing
this Sublease.

        C. If any of the provisions of this Sublease or the application thereof
to any person or circumstance shall, to any extent, held to be invalid or
unenforceable, the remainder of this Sublease shall not be affected thereby and
shall be valid and enforceable to the fullest extent permitted by law.

        D. All of the terms and provisions of this Sublease shall be binding
upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns.

        E. All prior negotiations and agreements relating to this Sublease and
the Premises are merged into this Sublease. This Sublease may not be amended,
modified or terminated, in whole or in part, nor may any of the provisions be
waived, except by a written instrument executed by the party against whom
enforcement of such amendment, modification, termination or waiver is sought and
unless the same is permitted under the terms and provisions of the Prime Lease.



                                                                              17
<PAGE>

        F. This Sublease shall have no binding force and effect and shall not
confer any rights or impose any obligations upon either party unless and until
both parties have executed and delivered same. Under no circumstances shall the
submission of this Sublease in draft form by or to either party be deemed to
constitute an offer for the subleasing of the Premises.

        G. This Sublease and all the obligations of Subtenant to pay Rental and
perform all of its other covenants and agreements hereunder shall in no way be
affected, impaired, delayed or excused because Sublandlord or Prime Landlord are
unable to fulfill any of their respective obligations hereunder, either explicit
or implicit, if Sublandlord or Prime Landlord is presented or delayed from so
doing by reason of strikes or labor trouble or by accident, adjustment of
insurance or by any cause whatsoever reasonably beyond Sublandlord's or Prime
Landlord's control.

        H. Each and every right and remedy of Sublandlord under this Sublease
shall be cumulative and in addition to every other right and remedy herein
contained or now or hereafter existing at law or in equity, by statute or
otherwise.

        I. At any time and from time to time either party shall, within fifteen
(15) days after a written request by the other, execute, acknowledge and deliver
to the requesting party a written statement certifying (i) that this Sublease
has not been modified and is in full force and effect or, if modified, that this
Sublease is in full force and effect as modified, and specifying such
modifications, (ii) the dates to which the Fixed Rent and Additional Rent and
other charges have been paid, (iii) that to the best of the certifying party's
knowledge, no defaults exists under this Sublease or, if any do exist, the
nature of such default and (iv) as to such other matters as Sublandlord or
Subtenant may reasonably, request.

        J. Subtenant agrees that in executing this Sublease, it has not relied
upon any statements, representations, covenants or warranties made by
Sublandlord or any person acting on behalf of Sublandlord other than those, if
any, expressly set forth in this Sublease and on such investigations,
examinations and inspections as Subtenant has chosen to make or has made.

        K. This Agreement may be executed in counterparts each of which, when
executed, shall be deemed to be an original and all of which shall be deemed to
be one and the same instrument.

        23. SUBLANDLORD'S CONTRIBUTION. Upon substantial completion of
Subtenant's improvements to the unimproved portions of the Premises (i.e. the
portions of the Premises described on Schedule B hereto with crosshatching) in
accordance with plans approved by Sublandlord and Prime Landlord (to the extent
Prime Landlord has a right to consent to same pursuant to the Prime Lease),
Sublandlord will reimburse Subtenant an amount equal to



                                       18
<PAGE>

$2,367,295.00. At Subtenant's option this amount may be credited against the
next Rental coming due, until such credit is exhausted.

        24. RENEWAL OPTIONS. Provided Sublandlord does not seek to retain the
Premises for its own use (i.e., for Sublandlord's own use and occupancy for a
substantial period and not for the purpose of assigning the Prime Lease or
subletting or licensing the Prime Lease premises), and no event of default shall
have occurred and be continuing under this Sublease, Subtenant shall have the
right to renew the term of this Sublease for one renewal term of ten years (but
not to extend beyond the term of the Prime Lease) (the "Renewal Term") by giving
written notice (the "Renewal Notice") to Sublandlord no later than 120 days
prior to the expiration of the term of this Sublease. The Renewal Notice shall
constitute an extension of the initial Term of this Sublease and shall be upon
all of the same terms and conditions as the initial Term, except that (i) there
shall be no further option to renew the Term of this Sublease in the Renewal
Term, (ii) the Fixed Rent for the Renewal Term shall be payable at a rate per
annum equal to the fair market rental value of the Premises as of the first day
of the Renewal Term, and (iii) there shall be no free rent period or Sublandlord
contribution during any renewal term. During the Renewal Term, all Additional
Rent that Subtenant is obligated to pay under this Sublease during the initial
Term hereof shall continue without interruption, it being the intention of the
parties hereto that the Renewal Term shall be deemed a part of and continuation
of the initial Term of this Sublease.

        If Subtenant has given the Renewal Notice in accordance with this
paragraph, the parties shall endeavor to agree upon the fair market rental value
of the Premises, as of the commencement date of the Renewal Term. In the event
that the parties are unable to agree upon the fair market value for the Renewal
Term within sixty days prior to the first day of the Renewal Term then the same
shall be determined by two senior officers of recognized New York City leasing
brokerage firms, one to be selected and paid for by Sublandlord and one to be
selected and paid for by Subtenant. The officers selected by the parties shall
have at least 10 years experience in (i) the leasing of office space in the
Borough of Manhattan, City of New York or (ii) the appraisal of first class
office buildings in the Borough of Manhattan, City of New York. The
determination of the parties so selected shall be in writing and shall be final
and conclusive on Sublandlord and Subtenant. If such officers are unable to
agree on such fair market rental value, they shall select another officer who
shall have the same qualifications as are set forth in this paragraph and the
determination of a majority of such officers shall be binding upon Sublandlord
and Subtenant. If, as of the commencement date of the Renewal Term, the amount
of the Fixed Rent payable during the Renewal Term in accordance with this
Article shall not have been determined, then, pending such determination,
Subtenant shall pay Fixed Rent equal to the Fixed Rent payable pursuant to
Article 5 of this Sublease in respect of the last year of the initial term of
this Sublease. After the final determination of the Fixed Rent payable for the
Renewal Term, the parties promptly and



                                       19
<PAGE>

appropriately shall adjust rental payments theretofore made during the Renewal
Term and shall execute a written agreement specifying the amount of the Fixed
Rent as so determined. Any failure of the parties to execute such written
agreement shall not affect the validity of the Fixed Rent as so determined. If
it shall be determined that the fair market Fixed Rent during the Renewal Term
is greater than Subtenant had been paying up to the date of the final
determination, Subtenant shall immediately remit to Sublandlord the difference
between the Fixed Rent paid during the Renewal Term and the fair market Fixed
Rent as so determined, together with interest at the rate of 10% per annum to
Sublandlord. If the amount Subtenant had been paying is more than the fair
market Fixed Rent as so determined, Sublandlord shall immediately remit such
difference to Subtenant, together with interest at the rate of 10% per annum or
at Subtenant's option shall offset it against Rental next coming due.

        It is an express condition of the option granted to Subtenant pursuant
to the terms of this Article that time is of the essence with respect to
Subtenant's exercise of such option within the period above provided.

           25. SIGNAGE/ROOF RIGHTS. Sublandlord shall request from Prime
Landlord, on behalf of Subtenant, that Subtenant and its principal officers and
employees be listed in the building's directory, if any. Sublandlord shall not
object to and shall join in Subtenant's application for rights to elevator lobby
signage and to use a portion of the roof of the Building for installation of
certain of its equipment. It is understood that Subtenant shall be responsible
for any charges made by the Prime Landlord for such listings and roof rights and
that Prime Landlord's refusal to list Subtenant in the building directory or
grant roof rights shall not affect this Sublease or Subtenant's liability
hereunder.

           26. ACCESS TO PREMISES. Provided Subtenant shall cause no disturbance
to Sublandlord's business, Subtenant shall be permitted to come onto the
Premises for purposes of taking measurements and design prior to the
Commencement Date.

           27. FIRST OFFER. Provided that this Sublease shall be in full force,
no event of default has occurred and is continuing and provided Sublandlord does
not desire the space for its own use (i.e. for Sublandlord's own use and
occupancy for a substantial period and not for the purpose of assigning the
Prime Lease or subletting or licensing the Prime Lease premises), Sublandlord
shall, prior to offering it to anyone else, offer Subtenant the right to lease
the space on the Fifth Floor of the Building that Sublandlord currently
occupies, or has a right to occupy (such space being hereinafter referred to as
the "Fifth Floor Space"). Sublandlord shall notify Subtenant specifying the
rentable square footage of the Fifth Floor Space it is making available.
Thereupon, Subtenant shall have one option, exercisable within, but in no event
later than, fifteen (15) days after the giving of such notice by Sublandlord to
Subtenant, to elect by notice given to Sublandlord within said fifteen (15) day
period to lease the entire space encompassed by the offer for a term equal to
the



                                       20
<PAGE>

balance of the term of the Prime Lease at a rate of Fixed Rent per rentable
square foot which shall be equal to the Fixed Rent rate per rentable square foot
payable under the Sublease if offered during the first year of the Sublease or,
if offered thereafter, at the fair market rental determined as in Paragraph 24
hereof.

        If Subtenant shall duly exercise its option within the time and within
the manner specified above, and there shall not then be existing an event of
default under this Lease, then automatically on the first Business Day following
the giving of Subtenant's notice of its election to exercise said option, the
portion of the Fifth Floor Space as to which Subtenant has exercised its option
shall automatically be deemed and be added to and form part of the Premises
hereunder upon all of the same terms and conditions as are contained in this
Sublease except that: (i) the Fixed Rent Payable by Subtenant under the Sublease
shall be increased by the rental rate for the Fifth Floor Space (as determined
above), (ii) Subtenant's Proportionate Share shall be increased to reflect the
addition of the Fifth Floor Space to the Premises, and (iii) Subtenant shall
accept the Fifth Floor Space in its then as-is condition and Sublandlord shall
not be required to perform any work or furnish any materials in order to prepare
such Fifth Floor Space for Subtenant's occupancy.

        It is an express condition of the option granted to Subtenant pursuant
to the terms of this Article that time is of the essence with respect to
Subtenant's exercise of its option within the period above provided.



                                       21
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have duly executed this Sublease
as of the day and year first above written.


                                          SUBLANDLORD:


                                          PHOTODISC, INC.


                                          By:
                                             ----------------------------------
                                             Name:
                                             Title:


                                          SUBTENANT:


                                          MORGAN STANLEY D.W. INC.


                                          By:
                                             ----------------------------------
                                             Name:
                                             Title:



                                       22

</TEXT>
</DOCUMENT>
