IWO HOLDINGS INC
OFFICE LEASE DATED  JULY 19, 2001
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>8
<FILENAME>dex108.txt
<DESCRIPTION>OFFICE LEASE DATED  JULY 19, 2001
<TEXT>
<PAGE>

                                                                    Exhibit 10.8
                                                                    ------------

OFFICE LEASE

BETWEEN

Fiftytwocc, LP,
--------------
LANDLORD

AND

Independent Wireless One Leased Realty Corporation,
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TENANT

                  PREMISES

                  52 Corporate Circle      (STREET)
                  -------------------------
                  Albany                   (CITY)
                  -------------------------
                  New York  12203          (STATE/ZIP)
                  -------------------------

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SECTION 1 -- BASIC LEASE PROVISIONS

1.01. Date and parties. This lease ("Lease") is made as of July 19, 2001,
between Fiftytwocc, LP, a New York limited partnership with a principal place of
business at 25 Corporate Circle, Albany, New York 12203 ("Landlord") and
Independent Wireless One Leased Realty Corporation, a Delaware corporation with
a principal place of business at 319 Great Oaks Boulevard, Albany, New York
12203 ("Tenant").

1.02. Premises. Landlord leases to Tenant space in several suites at 52
Corporate Circle, Albany, New York, ("Premises") as shown cross-hatched on the
attached floor plan ("Exhibit A"). The Premises contain the fixtures,
improvements, and other property now installed, including, but not limited to,
the gas grill, picnic table(s) outside and the basketball hoop in the
recreational area of Premises.

     Landlord warrants that the Premises contain 38,765 rentable square feet and
                                                 ------
the building ("Building") in which the Premises are located contains 74,424
rentable square feet. Tenant shall occupy 52.1% of the Building, and all
references to Tenant's pro-rata share of expenses shall refer to this number.

     Tenant and its agents, employees, and invitees, have the nonexclusive right
with others designated by Landlord to the free use of the common areas in the
Building and of the land ("Land") Exhibit "B" on which the Building is located
for the common areas' intended and normal purpose. Common areas include
elevators, sidewalks, parking areas, driveways, hallways, stairways, public
bathrooms, common entrances, lobby, and other similar public areas and access
ways. Tenant shall have use of a total of 287 parking spaces available on the
Land for the Premises, and parking shall be allowed in the parking areas
twenty-four (24) hours a day, seven (7) days a week. If Tenant requires the use
of more than 191 parking spaces, then Landlord shall make commercially
reasonable efforts to provide additional parking within reasonable proximity to
the Building with Tenant to bare its applicable share of Landlord's reasonable
cost to provide said additional parking.

1.03. Use. Tenant shall use the Premises for offices and storage, and any other
use permitted by applicable law. Landlord warrants that applicable laws,
ordinances, regulations, and restrictive covenants permit the Premises to be
used for general offices and storage. Tenant shall not create a nuisance or use
the Premises for any illegal purposes.

1.04. Term.

1.04(a). Term. The Lease begins ("Beginning Date") on the earlier of:

     (i) date Tenant takes possession and occupies the Premises; or

     (ii) October 15, 2001.

     If the Beginning Date would be a Saturday, Sunday, or holiday listed in
paragraph 3.04(b), the Beginning Date shall be the first business day following
that Saturday, Sunday, or holiday.

     The Lease ends ("Ending Date") at 6 p.m. on the day before the fifth (5th)
anniversary of the Beginning Date, unless ended earlier or extended as provided
for in this Lease. Within thirty (30) days after the Beginning Date the parties
shall confirm in writing the Lease's Beginning Date and Ending Date, which
defines the Lease's term ("Term").

1.04(b) Tenant shall be responsible for contracting with BBL Construction
Services, LLC. or any other contractor of similar reputation in the area
("Contractor") to complete Tenant's improvements so that Tenant may use the
Premises for their intended purpose(s) without interference with the conduct of
ordinary business activities on the Premises ("Tenant's Improvements"). Tenant's
Improvements shall include the fit up of the Premises so it is consistent with
Tenant's proposed use except that Landlord shall be responsible for delivery of
the heating, ventilation, and air conditioning units ("HVAC") in good

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working order on the Delivery Date of Premises and installing the approved
electrical panels and two meters, thereby separating the utilities to the
Premises prior to the commencement of Contractor's work. Landlord shall take all
reasonable steps to ensure that Contractor may commence Contractor's work as
soon as possible after the Delivery Date.

1.04(c). Delivery of Premises. Landlord shall deliver Premises ("Delivery Date")
to Tenant, empty and in broom-clean condition on or before August 27, 2001.

1.04(d). Intentionally Omitted.

1.04(e). Delayed Possession. Notwithstanding any other terms herein, Tenant may
cancel this Lease if Landlord cannot deliver actual possession of the Premises
by thirty (30) days after the Delivery Date. To cancel Tenant must give notice
to Landlord within ninety (90) days after the Delivery Date. Within thirty (30)
days after cancellation Landlord shall return to Tenant prepaid consideration
including Rent and deposits, if any.

1.05. Improvements. Intentionally Omitted.

SECTION 2 -- RENT AND SECURITY

2.01. Rent. Tenant shall pay to Landlord a monthly rent ("Rent") of Thirty-Nine
Thousand Six Hundred Twenty-One and 00/100 ($39,621.00) Dollars for each month
of the Term. Each monthly installment of the Rent shall be paid:

(i) without advance notice, demand, offset, or deduction unless the offset or
deduction is made by Tenant as permitted under this Lease or to recover any
unpaid (nonappealable) court judgment Tenant has against Landlord;

(ii) by the first day of each month during the Term; and

(iii) to Landlord at c/o Hoffman Enterprises, 25 Corporate Circle, Albany, New
York 12203, or as Landlord may specify in writing to Tenant.

     If the Term does not begin on the first day or end on the last day of a
month, the Rent for that partial month shall be prorated by multiplying the
monthly Rent by a fraction, the numerator of which is the number of days of the
partial month included in the Term and the denominator of which is the total
number of days in the full calendar month.

     If Tenant fails to fully pay the Rent within seven (7) business days after
it is due, Tenant shall also pay a late charge equal to 2 percent of the unpaid
Rent.

2.02. Rent Inclusions. Landlord warrants that the cost of the following services
are included as part of the monthly rent: common area lighting, landscaping,
maintenance and paving of all walks and parking areas, except for snow removal
in parking areas, which shall be separately contracted for by Landlord and
billed to Tenant consistent with Tenant's pro-rata share, external repairs on
Building and the surrounding property, including structural and roof repairs,
common area maintenance and janitorial service, excluding the first floor
bathroom, all sewer and water charges, to the Building, with Tenant responsible
for its pro-rata share of usage, real estate taxes applicable to the entire
Building, including Premises, and elevator maintenance for common areas. Tenant
warrants that it shall provide its own janitorial services for areas exclusively
under its control. Tenant shall pay its proportionate share of the increases of
real estate taxes over the Base Year. Base Year taxes being January 2001
Property Tax and the September 2000 school

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taxes.

SECTION 3 -- AFFIRMATIVE OBLIGATIONS

3.01. Compliance with Laws.

3.01(a). Landlord's Compliance. Landlord warrants that on the Beginning Date,
the Premises will comply with all applicable laws, ordinances, rules, and
regulations of governmental authorities ("Applicable Laws"). During the Term,
Landlord shall comply with all Applicable Laws regarding the Premises and
Building except to the extent Tenant must comply under paragraph 3.01(b).

3.01(b). Tenant's Compliance. Tenant shall comply with all Applicable Laws: (i)
regarding the physical condition of the Premises, but only to the extent the
Applicable Laws pertain to the particular manner in which Tenant uses the
Premises; or (ii) that do not relate to the physical condition of the Premises
but relate to the lawful use of the Premises and with which only the occupant
can comply, such as laws governing maximum occupancy, workplace smoking, and
illegal business operations.

3.01(c). Compliance Limits. Intentionally Omitted.

3.01(d). Special Compliance. Paragraph 3.01(a)-(b) shall not apply to any
compliance relating to the ADA Laws (defined in paragraph 3.02) or Environmental
Laws (defined in paragraph 3.03). Instead, paragraphs 3.02 and 3.03 shall apply
as applicable.

3.02. Americans with Disabilities Act ("ADA").

3.02(a). Landlord's Warranty. Landlord warrants and represents that the
Premises, the common areas of the Building and Land are in compliance with the
requirements of Title III of the Americans With Disabilities Act of 1990, as
amended (the "ADA") and the regulations and accessibility guidelines of the ADA
and any similar state or local laws, collectively called the ADA LAWS. Landlord
further agrees that any alterations, modifications, upfit, or construction
performed by Landlord to the Premises or the common areas shall be performed in
compliance with the ADA LAWS. Landlord also agrees that it shall conduct,
operate and manage the common areas of the Building and Land in accordance with
the ADA LAWS.

3.02(b). Tenant's Warranty. Tenant agrees that it shall conduct its occupancy
and use of the Premises in accordance with the ADA LAWS.

3.02(c). Tenant's Alterations. Tenant agrees that any alterations and Tenant's
Improvements to the Premises shall comply with the ADA LAWS.

3.02(d) Parties Indemnity. Landlord and Tenant agree to indemnify and hold
harmless the other from any claims or causes of action resulting from their
failure to comply with their respective obligations in this paragraph 3.02.

3.03. Environmental Matters.

3.03(a). Definitions.

(i) The term "Hazardous Substance" means any substance that is at any pertinent
time defined or listed in, or otherwise classified, designated, or regulated
pursuant to, any Environmental Law as a hazardous

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substance, hazardous material, extremely hazardous substance, hazardous waste,
hazardous chemical, infectious waste, toxic substance, toxic pollutant or solid
waste, or any other legislative or regulatory formulation intended to define,
list, or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity or EP toxicity, including, without limitation, friable asbestos and
polychlorinated biphenyls and also including oil and petroleum, petroleum
products, by-products and wastes, and by-products associated with the
extraction, refining, or use of petroleum or petroleum products, whether or not
so defined, listed, classified, designated or regulated in "Environmental Laws."

(ii) The term "Environmental Law" means any statute, law, act, ordinance, rule,
regulation, order, decree, or ruling of any Federal, State and/or local
governmental, quasi-governmental, administrative or judicial body, agency,
board, commission or other authority relating to the protection of health and/or
the environment or otherwise regulating and/or restricting the use, storage,
disposal, treatment, handling, release, and/or transportation of Hazardous
Substances, including, without limitation, The Comprehensive Environmental
Response, Compensation and Liability Act, The Resource Conservation and Recovery
Act, The Federal Water Pollution Control Act, The Clean Air Act, The Hazardous
Materials Transportation Act, The Toxic Substances Control Act, The Emergency
Planning and Community Right To Know Act, and the New York State Environmental
Conservation Law, each as now or hereafter amended, and all regulations and
interpretive guidelines respectively promulgated thereunder.

3.03(b). Environmental Representations and Warranties.

(i) Landlord's Representations and Warranties. As a material inducement to
Tenant to enter into this Lease, Landlord represents and warrants to Tenant, its
officers, directors, shareholders, members, partners, agents and employees,
that:

     Before the Tenant entering into possession of the Premises, (A) the
Premises has not, nor has any real property owned or controlled by Landlord or
any affiliate of Landlord and adjacent, directly or indirectly contiguous or in
reasonable proximity to the Premises ("Landlord's Properties"), been used by
Landlord or any person for the handling, generation, manufacture, production,
storage, discharge, treatment, removal, transport or disposal of Hazardous
Substances, except in strict compliance with all Environmental Laws, (B) no
release in excess of a "reportable quantity" (as defined for purposes of
Environmental Laws) has occurred at, on, under, or from the Premises or any of
Landlord's Properties, (C) no underground storage tanks have existed or been
installed at or under the Premises or any of Landlord's Properties, and (D)
there have been no actual or threatened orders, investigations, or inquires by
any governmental, quasi-governmental, administrative or judicial body, agency,
board, commission or other authority relating to the existence of Hazardous
Substances at or migrating, flowing or leaking to or from the Premises or any of
Landlord's Properties.

(ii) Tenant's Representations and Warranties. As a material inducement to
Landlord to enter into this Lease, Tenant represents and warrants to Landlord,
its officers, directors, shareholders, members, partners, agents and employees,
as follows.

     (A) The conduct of Tenant's business at the Premises does not involve and
will not involve under operating methods presently intended to be utilized the
use, handling, generation, manufacture, production, storage, discharge,
treatment, removal, transport, or disposal of any Hazardous Substance except for
de minimus quantities necessary or incidental to the conduct of Tenant's
business at the Premises.

     (B) The conduct of Tenant's business at the Premises does not and will not
under operating methods presently intended to be utilized require the issuance
to or possession by Tenant of any license, permit, or

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other governmental or quasi-governmental consent or approval relating to the
use, handling, generation, manufacture, production, storage, release, discharge,
treatment, removal, transportation, decontamination, cleanup, disposal, or
presence of Hazardous Substances (the "Environmental Permits").

(iii) Mutual Representations and Warranties. The representations and warranties
of Landlord and Tenant contained in this paragraph 3.03 shall survive the
expiration or termination of the term of this Lease for a period of six (6)
years thereafter, and upon the sixth (6th) anniversary of the expiration or
termination of this Lease, such representations and warranties shall cease and
expire except as to matters with respect to which a party has theretofore
provided written notice to the other party.

3.03(c). Environmental Covenants.

(i) Tenant will not, and it will cause any subtenants of Tenant at the Premises
("Occupants") to not, use, handle, generate, manufacture, produce, store,
discharge, treat, remove, transport, or dispose of Hazardous Substances at, in,
upon, under, to or from the Premises except (A) in de minimis quantities
necessary for or incidental to the conduct of the business of the Tenant or the
Occupant at the Premises, and/or (B) in strict compliance with all Environmental
Laws.

(ii) Tenant will, and will cause all Occupants to, immediately deliver to
Landlord complete copies of all notices, demands, or other communications
received by Tenant or any Occupant from any governmental or quasi-governmental
authority or any insurance company or board of fire underwriters or like or
similar entities regarding in any way (A) alleged violations or potential
violations of any Environmental Law or otherwise asserting the existence or
potential existence of any condition or activity on the Premises which is or
could be dangerous to life, limb, property, or the environment (including
without limitation water or air quality), or (B) releases or threatened releases
in excess of reportable quantities of Hazardous Substances upon, under, at, in,
or from the Premises.

(iii) Tenant shall advise Landlord immediately upon receiving actual notice
thereof in writing (and orally in the event of a release or other emergency) of
(A) any and all enforcement, clean-up, removal, and mitigation orders or other
governmental, regulatory, or judicial acts or orders instituted, or threatened
pursuant to any Environmental Law affecting the Premises, Landlord, Tenant, or
any Occupant; (B) all claims made or threatened by any third party against the
Premises, Landlord, Tenant or any Occupant (if and when actually known to
Tenant) relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from any actual, proposed, or threatened use, handling,
generation, manufacture, production, storage, release, discharge, treatment,
removal, transportation, decontamination, cleanup, disposal, and/or presence of
any Hazardous Substance on, under, from, to, or about the Premises or any of
Landlord's Properties; (C) the discovery by Tenant or any Occupant of any
occurrence or condition at the Premises or any of Landlord's Properties that
could cause the Premises or any of Landlord's Properties to be the subject of a
claim, order, or action under any Environmental Law, and/or (D) the discovery by
the Tenant or any Occupant of any occurrence or condition at the Premises or any
of Landlord's Properties which could subject the Landlord, Tenant, or any
Occupant to any material adverse effect on ownership, occupancy,
transferability, marketability, or use of the Premises under or as a consequence
of any Environmental Law.

(iv) Tenant shall, and shall cause any Occupant to, at its sole cost and
expense, observe, perform, and comply with all Environmental Laws applicable to
the activities of Tenant or such Occupant at the Premises and all enforcement,
cleanup, removal, and mitigation orders or other governmental, regulatory, or
judicial acts or orders instituted pursuant to any Environmental Law affecting
the Premises, any of Landlord's Properties, Landlord, Tenant or any Occupant
which relate to or arise out of acts or failures to act on the part of Tenant or
such Occupant during the term of this Lease, and shall, and shall cause any

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Occupant to, make all repairs and restorations to the Premises required
following the completion thereof.

(v) [Intentionally Omitted]

(vi) [Intentionally Omitted]

(vii) Landlord will immediately deliver to Tenant complete copies of all
notices, demands, or other communications received by Landlord from any
governmental or quasi-governmental authority, or any insurance company or board
of fire underwriters or like or similar entities, regarding in any way (A)
alleged violations or potential violations of any Environmental Law or otherwise
asserting the existence or potential existence of any condition or activity on
the Premises or any of Landlord's Properties which is or could be dangerous to
life, limb, property, or the environment (including without limitation water or
air quality), or (B) releases or threatened releases in excess of reportable
quantities of Hazardous Substances upon, under, at, in, or from the Premises or
any of Landlord's Properties.

(viii) The Landlord shall immediately upon Landlord receiving actual notice
thereof advise Tenant in writing (and orally in the event of a release or other
emergency) of (A) any and all enforcement, cleanup, removal, mitigation, or
other governmental, regulatory, or judicial acts or orders instituted,
contemplated, or threatened pursuant to any Environmental Law affecting the
Premises or any of Landlord's Properties or any tenant or occupant thereof; (B)
all claims made or threatened by any third party against the Premises or any of
Landlord's Properties or any tenant or occupant thereof relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from any
actual, proposed, or threatened use, handling, generation, manufacture,
production, storage, release, discharge, treatment, removal, transportation,
decontamination, cleanup, disposal, and/or presence of any Hazardous Substance
on, under, from, to, or about the Premises or any of Landlord's Properties; (C)
the discovery by Landlord of any occurrence or condition at the Premises or any
of Landlord's Properties that could cause the Premises or any of Landlord's
Properties to be the subject of a claim, order, or action under any
Environmental Law, and/or (D) the discovery by the Landlord of any occurrence or
condition at the Premises or any of Landlord's Properties which could subject
the Landlord, Tenant, or any Occupant to any material adverse effect on
ownership, occupancy, transferability, marketability, or use of the Premises or
any of Landlord's Properties under or as a consequence of any Environmental Law.

(ix) Landlord shall, at its sole cost and expense, observe, perform, and comply
with all Environmental Laws applicable to the activities of Landlord at the
Premises and all enforcement, clean-up, removal, and mitigation orders or other
governmental, regulatory, or judicial acts or orders instituted pursuant to any
Environmental Law affecting the Premises, any of Landlord's Properties,
Landlord, Tenant or any Occupant which relate to or arise out of acts or
failures to act on the part of Landlord, and shall make all repairs and
restorations to the Premises required following the completion thereof.

3.03(d). Environmental Indemnifications.

(i) Tenant indemnifies and agrees to protect, defend, and hold harmless,
Landlord and Landlord's officers, partners, successors, and assigns
(collectively "Landlord's Indemnified Group") from and against any and all
claims, demands, losses, damages, costs, expenses, liabilities, assessments,
fines, penalties, charges, administrative and judicial proceedings and orders,
judgments, causes of action, remedial action requirements and/or enforcement
actions of any kind (including, without limitation, attorneys' fees and costs)
directly or indirectly arising out of or attributable to, in whole or in part
(A) a material inaccuracy or omission with respect to any of the representations
or a material breach of any of the warranties of Tenant contained in paragraph
3.03(b)(ii) above, (B) a material breach of any of the covenants of Tenant
contained in paragraph 3.03(c) above, (C) the use, handling, generation,
manufacture, production, storage, release, threatened release, discharge,
treatment, removal, transport, decontamination, cleanup, disposal, migration,

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flow, and/or presence of a Hazardous Substance on, under, from, to, or about the
Premises caused by Tenant or any Occupant or any of their respective employees,
agents, invitees, contractors or subcontractors, or (D) any other activity
carried on or undertaken on or off the Premises during the term of this Lease by
Tenant or any Occupant or any employees, agents, invitees, contractors or
subcontractors of Tenant or any Occupant, in connection with the use, handling,
generation, manufacture, production, storage, release, threatened release,
discharge, treatment, removal, transport, decontamination, cleanup, disposal
and/or presence of any Hazardous Substance at any time during the term of this
Lease located, transported, migrated, flowed or present on, under, from, to, or
about the Premises. This indemnity is intended to be operable under 42 U.S.C.
section 9607(e)(1), as amended, and any successor section thereof.

(ii) Landlord indemnifies and agrees to protect, defend, and hold harmless,
Tenant, and its officers, directors, shareholders, successors and assigns
(collectively "Tenant's Indemnified Group") from and against any and all claims,
demands, losses, damages, costs, expenses, liabilities, assessments, fines,
penalties, charges, administrative and judicial proceedings and orders,
judgments, causes of action, remedial action requirements and/or enforcement
actions of any kind (including, without limitation, attorneys' fees and costs)
directly or indirectly arising out of or attributable to, in whole or in part
(A) a material inaccuracy or omission with respect to any of the representations
or a material breach of any of the warranties of Landlord contained in paragraph
3.03(b)(i) above, or (B) a breach of any of the covenants of Landlord contained
in paragraph 3.03(c) above, or (C) any other activity carried on or undertaken
on or off the Premises or any of Landlord's Properties, by Landlord or any
tenant or occupant of Landlord's Properties or any of their respective
employees, agents, invitees, contractors or subcontractors in connection with
the use, handling, generation, manufacture, production, storage, release,
threatened release, discharge, treatment, removal, transport, decontamination,
cleanup, disposal and/or presence of any Hazardous Substance at any time
located, transported, or present on, under, from, to, or about the Premises or
any of Landlord's Properties. This indemnity is intended to be operable under 42
U.S.C. section 9607(e)(1), as amended, and any successor section thereof.

(iii) The scope of the indemnity obligations contained in this paragraph 3.03(d)
includes, but is not limited to: (A) all consequential damages; (B) the cost of
any required or necessary repair, cleanup, or detoxification of the applicable
real estate and the preparation and implementation of any closure, remedial, or
other required plans, including without limitation: (1) the costs of removal or
remedial action incurred by the United States government or the State of New
York or response costs incurred by any other person, or damages from injury to,
destruction of, or loss of, natural resources, including the cost of assessing
such injury, destruction, or loss, incurred pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, as amended; (2i) the
clean-up costs, fines, damages, or penalties incurred pursuant to any applicable
provisions of New York law; and (3) the cost and expenses of abatement,
correction, or cleanup, fines, damages, response costs, or penalties which arise
from the provisions of any other statute, law, regulation, code, ordinance, or
legal requirement, state or federal; and (C) liability for personal injury or
property damage arising under any statutory or common law tort theory, including
damages assessed for the maintenance of a public or private nuisance, response
costs, or for the carrying on of an abnormally dangerous activity.

(iv) In the event that any member of Landlord's Indemnified Group or Tenant's
Indemnified Group (each an "Indemnified Group") has presented against it a
written demand, claim, or notice, which demand, claim, or written notice
constitutes or asserts a matter with respect to which such member of an
Indemnified Group is entitled to be indemnified under the provisions of this
paragraph 3.03(d) (a "Claim"), then and in such event, the party receiving such
Claim (the "Indemnitee") shall notify the party obligated to provide such
indemnity (the "Indemnitor") in writing of the receipt of such Claim within
thirty (30) days

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after the Indemnitee receives such Claim (a "Claim Notice"). The failure of an
Indemnitee to provide the Claim Notice within such thirty (30) day period shall
terminate the obligations of Indemnitor with respect thereto. With respect to
any Claim, the Indemnitor shall have the opportunity to defend the Indemnitee
with counsel reasonably acceptable to the Indemnitee. The Indemnitor shall be
entitled to effectuate, at its sole cost and expense, a settlement of the Claim,
provided that the Indemnitor obtains a complete release in favor of the
Indemnitee and all members of Indemnitee's Indemnified Group with respect to
such Claim.

(v) In the event that before the earlier of (A) the thirtieth (30th) business
day before the date on which the Indemnitee would thereafter be prevented from
paying such Claim or interposing a defense or otherwise responding with respect
to such Claim, or (B) the thirtieth (30th) day after the date of the Claim
Notice, the Indemnitor fails to either pay such Claim, or interpose a defense or
otherwise respond on behalf of the Indemnitee with respect to such Claim, then
the Indemnitee, or any other member of such Indemnitee's Indemnified Group, may
pay or settle such Claim or defend or otherwise respond to such Claim. In such
event, the Indemnitor shall immediately upon demand pay all amounts paid by or
on behalf of the Indemnitee with reference to any such Claim and/or any defense
or response thereto, including without limitation, all court costs, attorneys'
fees, and all other sums and amounts for which the Indemnitor is obligated
pursuant to the provisions of this paragraph 3.03(d), together with interest
thereon at the rate of eighteen per cent (18%) per annum from the date that any
such amount is paid by or on behalf of the Indemnitee until fully reimbursed by
Indemnitor.

(vi) Indemnitor's liability hereunder shall, without limiting the indemnity
provided in this Agreement, extend to and include all costs, expenses and
attorneys' fees incurred or sustained by any Indemnitee in making any
investigation on account of any Claim, in prosecuting or defending any action
brought in connection therewith, in obtaining or seeking to obtain a release
therefrom and/or in enforcing any of the agreements contained in this paragraph
3.03(d).

(vii) The provisions of this paragraph 3.03(d) shall survive the expiration or
termination of this Lease and/or any transfer of title to the Premises, and
following such transfer of title to the Premises, the transferor shall continue
to be entitled to the benefit of and to enforce the provisions of this paragraph
3.03(d) independently or jointly with such transferor's direct or indirect
transferees or transferors. Notwithstanding the foregoing, all indemnity
obligations contained in this paragraph 3.03(d) shall cease and expire on the
sixth (6th) anniversary of the expiration or termination of this Lease, except
as to matters with respect to which an Indemnitee or any member of such
Indemnitee's Indemnified Group has theretofore provided a Claim Notice.

(viii) Each current or future member of an Indemnified Group is hereby
designated as a third-party beneficiary of the provisions of this paragraph
3.03(d) with the independent right of enforcement.

3.04. Services and Utilities.

3.04(a). Services. Landlord shall provide at its expense:

(i) Equipment necessary for heating, ventilation, and air conditioning ("HVAC")
for the Premises and common areas to maintain temperatures for comfortable use
and occupancy;

(ii) Automatic passenger elevators providing adequate service leading to the
floor(s) on which the Premises are located;

(iii) [Intentionally Omitted];

(iv) [Intentionally Omitted];

(v) Hot and cold water sufficient for drinking, lavatory, toilet, and ordinary
cleaning purposes to be

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drawn from approved fixtures in the Premises;

(vi) Replacement of lighting tubes, lamp ballasts, and bulbs, in the common
areas;

(vii) Extermination and pest control for common areas when necessary; and

(viii) Maintenance and provision of the following services of common areas in a
manner comparable to other class "A" office buildings in the Albany, New York
area. The maintenance shall include cleaning, HVAC, illumination, repairs,
replacements, lawn care, and landscaping.

Notwithstanding any other language contained herein, Tenant shall pay for all
electrical and gas usage for the Premises as determined by meters, and shall
also pay for janitorial services for the Premises, including for first floor
bathroom and for trash removal from the Premises. It is also agreed that
Landlord shall contract for snow removal and deicing and Tenant shall pay its
pro-rata share of costs. Landlord shall invoice Tenant for snow removal after
invoiced by Contractor.

3.04(b). Business Hours. In paragraph 3.04 business hours means:

(i) Monday through Friday, 8:00 a.m. through 6:00 p.m., and

(ii) Saturday, 8:00 a.m. through 1:00 p.m.,

     but excludes the following holidays or the days on which the holidays are
designated for observance: New Year's Day, Memorial Day, July Fourth, Labor Day,
Thanksgiving Day, and Christmas Day.

3.04(c). 24 Hour Access. Tenant, its employees, agents, and invitees shall have
access to the Premises, and Landlord shall provide those services set forth in
3.04 (a), (i), (ii), (v), (vi) and (vii) twenty-four (24) hours a day, seven (7)
days a week, 365 (or, in a leap year, 366) days a year. During nonbusiness hours
Landlord may require that Tenant restrict access to the Premises by requiring
persons to show a badge or identification card.

     Landlord may temporarily close the Building if required because of a
life-threatening or Building-threatening situation. Landlord shall use its best
efforts to close the Building during nonbusiness hours only. If, however, the
Building must be closed during business hours, then the Rent shall abate during
any such closing.

3.04(d). Interruption of Services.

(i) Interruptions. Landlord does not warrant that any services Landlord supplies
will not be interrupted. Services may be interrupted because of accidents,
repairs, alterations, improvements, or any reason beyond the reasonable control
of Landlord. Except as noted in (ii) below, any interruption shall not:

     (A) be considered an eviction or disturbance of Tenant's use and possession
of the Premises;

     (B) make Landlord liable to Tenant for damages;

     (C) abate Rent; or

     (D) relieve Tenant from performing Tenant's Lease obligations.

(ii) Remedy. If any essential services (such as HVAC, passenger elevators if
necessary for reasonable access, electricity, water) supplied by Landlord are
interrupted, and the interruption does not result from the gross negligence or
willful misconduct of Tenant, its employees, invitees, or agents, Tenant shall
be entitled to an abatement of Rent. The abatement shall begin on the day of the
interruption or when Tenant stops using the Premises because of the
interruption, whichever is later. The abatement shall end when the services are
restored. Tenant shall have the option to cancel the Lease if the interruption
unreasonably and materially interferes with Tenant's use of or access to the
Premises for at least five (5) consecutive

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<PAGE>

Business Days. To exercise this option Tenant must give Landlord notice of the
cancellation within ten (10) days from the end of the five (5) day period.
During any such interruption, Landlord shall use commercially reasonable efforts
to restore the services.

3.05. Repairs, Maintenance, and Surrender.

3.05(a). Tenant's Care of Premises. Tenant shall:

(i) keep the Premises and fixtures in good order;

(ii) make repairs and replacements including light bulbs to the Premises and pay
Landlord for the repairs or replacements to the Building if any such repairs or
replacements are needed because of Tenant's misuse or primary negligence, except
to the extent that a claim for such repairs or replacements is waived under
paragraph 5.01(d);

(iii) repair and replace special equipment or decorative treatments above
Building Standard installed by or at Tenant's request and that serve the
Premises only, except

     (A) to the extent the repairs or replacements are needed because of
Landlord's misuse or primary negligence and the claim is not waived under
paragraphs 5.01(d); or

     (B) if the Lease is ended under paragraphs 6.01 ("Damages"), 6.02
("Condemnation"), or 7.03 ("Landlord's Default"); and

(iv) not commit waste.

3.05(b). Landlord's Repairs. Except for repairs and replacements that Tenant
must make under paragraph 3.05(a), Landlord shall pay for and make all other
repairs and replacements to the Premises, common areas and Building (including
Building fixtures and equipment).

     Landlord shall make the repairs and replacements to maintain the Building
in a condition comparable to other class "A" office buildings in the Albany, New
York area. This maintenance shall include the roof, foundation, exterior walls,
interior structural walls, all structural components, and all systems such as
mechanical, electrical, HVAC (for HVAC for the Premises, Landlord shall be
responsible for all repairs over $1,000.00, and for replacement provided that
Tenant maintains a maintenance contract on HVAC units), and plumbing.

3.05(c). Time for Repairs. Repairs or replacements required under paragraphs
3.05(a) or 3.05(b) shall be made within a reasonable time (depending on the
nature of the repair or replacement needed) after receiving notice or having
actual knowledge of the need for a repair or replacement.

3.05(d). Surrendering the Premises. Upon the Ending Date or the date the last
extension Term, if any, ends, whichever is later, Tenant shall surrender the
Premises to Landlord in the same broom clean condition that the Premises were in
on the Beginning Date except for:

(i) ordinary wear and tear;

(ii) damage by the elements, fire, or other casualty unless Tenant would be
required to make or pay for repairs or replacements under paragraph 3.05(a);

(iii) condemnation;

(iv) damage arising from any cause not required to be repaired, replaced, or
paid for by Tenant; and

(v) alterations as permitted by this Lease unless consent was conditioned on
their removal.

     On surrender Tenant shall remove from the Premises its personal property,
trade fixtures, and any

                                       11

<PAGE>

alterations required to be removed under paragraph 4.01 and repair any damage to
the Premises caused by the removal. Any items not removed by Tenant as required
above shall be considered abandoned. Landlord may dispose of abandoned items as
Landlord chooses and bill Tenant for the cost of their disposal, minus any
revenues received by Landlord for their disposal.

SECTION 4 -- NEGATIVE OBLIGATIONS

4.01. Alterations.

4.01(a). Definitions. "Alterations" means alterations, additions, substitutions,
installations, changes, and improvements, but excludes minor decorations (such
as painting) and the Tenant's Improvements Tenant is to make under paragraph
1.04(b).

4.01(b). Consent. Tenant shall not make Alterations without Landlord's advance
written consent. Landlord's consent shall not be unreasonably withheld,
conditioned, or unduly delayed for nonstructural interior Alterations to the
Premises that do not adversely affect the Building's appearance, value, HVAC,
other Building systems, or structural strength.

4.01(c). Conditions of consent. Landlord may condition its consent in paragraph
4.01(b) on all or any part of the following:

(i) Tenant shall furnish Landlord with reasonably detailed plans and
specifications of the Alterations;

(ii) The Alterations shall be performed and completed--

     (A) in accord with the submitted plans and specifications,

     (B) in a good and workerlike manner,

     (C) in compliance with all applicable laws, regulations, rules, ordinances,
and other requirements of governmental authorities.

     (D) using new materials and installations at least equal in quality to the
original Building materials and installations,

     (E) by not unreasonably disturbing the quiet possession of the other
tenants,

     (F) by not unreasonably interfering with the construction, operation, or
maintenance of the Building, and

     (G) with due diligence;

(iii) Tenant shall use workers and contractors whom Landlord employs or approves
in writing, which approval shall not be unreasonably withheld, conditioned, or
unduly delayed;

(iv) Tenant shall modify plans and specifications because of reasonable
conditions set by Landlord after reviewing the plans and specifications;

(v) Tenant's contractors shall carry builder's risk insurance in an amount then
customarily carried by prudent contractors and workers' compensation insurance
for its employees in statutory limits;

(vi) Tenant's workers or contractors shall work in harmony and not unreasonably
interfere with Landlord's workers or contractors or other tenants and their
workers or contractors;

(vii) [Intentionally Omitted];

(viii) Tenant shall give Landlord at least fifteen (15) days advance notice
before beginning any Alterations so that Landlord may post or record notices of
nonresponsibility;

(ix) Upon demand Tenant shall give Landlord evidence that it complied with any
condition set by

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<PAGE>

Landlord;

(x) Tenant shall give Landlord complete as-built mylar drawings of the
Alterations after they are finished; and

(xi) [Intentionally Omitted]

4.01(d). Payment and Ownership of the Alterations. Alterations made under this
paragraph shall be at Tenant's expense. The Alterations shall belong to Landlord
when this Lease and the last extension Term, if any, ends. Nevertheless, Tenant
may remove its trade fixtures, furniture, equipment, and other personal property
if Tenant promptly repairs any damage caused by their removal.

4.02 Assignment and Sublease.

4.02(a). Consent Required. Tenant shall not transfer, mortgage, encumber,
assign, or sublease all or part of the Premises without Landlord's advance
written consent. Landlord's consent to any assignment or sublease shall not be
unreasonably withheld, conditioned, or unduly delayed.

4.02(b). Reasonableness. Landlord's consent shall not be considered unreasonably
withheld or conditioned if consent is denied because:

(i) the proposed subtenant's or assignee's financial responsibility does not
meet the same criteria Landlord uses to select comparable Building tenants;

(ii) [Intentionally Omitted]; or

(iii) the proposed use is inconsistent with the use permitted by paragraph 1.03.

4.02(c). Procedure.

(i) Tenant must provide Landlord in writing:

     (A) the name and address of the proposed subtenant or assignee;

     (B) the nature of the proposed subtenant's or assignee's business it will
operate in the Premises;

     (C) the terms of the proposed sublease or assignment; and

     (D) reasonable financial information so that Landlord can evaluate the
proposed subtenant or assignee under paragraph 4.02(b)(i).

(ii) Landlord shall, within ten (10) business days after receiving the
information under paragraph 4.02(c)(i), give notice to Tenant to permit or deny
the proposed sublease or assignment. If Landlord denies consent, it must explain
the reasons for the denial. If Landlord does not give notice within the ten (10)
business-day period, then Tenant may sublease or assign part or all of the
Premises upon the terms Tenant gave in the information under paragraph
4.02(c)(i).

4.02(d). Affiliates. Notwithstanding paragraphs 4.02(a), (b), and (c), Tenant
may assign, mortgage, encumber or sublease part or all of the Premises without
Landlord's consent under the following circumstances:

(i) the assignment or sublease is to any corporation or partnership that
controls, is controlled by, or is under common control with, Tenant; or

(ii) the assignment or sublease is to any corporation resulting from the merger
or consolidation with Tenant or to any entity that acquires all of Tenant's
assets as a going concern of the business that is being conducted on the
Premises, as long as the assignee or sublessee is a bona fide entity and assumes
the

                                       13

<PAGE>

obligations of Tenant; or

(iii) the mortgage, encumbrance and/or grant of a security interest in this
Lease is to Tenant's mortgagees or secured parties, including their successors
and assigns, provided that the secured parties agree to be bound by the terms
and conditions of this Lease. In such event, Landlord shall execute such
consents as may reasonably be required by the secured parties.

4.02(e). Conditions. Subleases and Assignments by Tenant are also subject to:

(i) The terms of this Lease;

(ii) The Term shall not extend beyond the Lease Term;

(iii) Tenant shall remain liable for all Lease obligations; and

(iv) Consent to one sublease or assignment does not waive the consent
requirement for future assignments or subleases.

SECTION 5 -- INSURANCE

5.01. Insurance.

5.01(a). Landlord's Building Insurance. Landlord shall keep the Building,
including the Tenant's Improvements (paragraph 1.04(b)), insured against damage
and destruction by fire, vandalism, and other perils so called "All Risks"
perils. The "All Risks" perils shall also include the perils of Earth Movement,
Flood, and Boiler and Machinery. The amount of the insurance shall be equal to
the full replacement value of the Building, as the value may exist from time to
time. The insurance shall include a replacement cost endorsement subject to no
co-insurance.

5.01(b). Property Insurance. Each party shall keep its personal property and
trade fixtures in the Premises and Building insured against damage and
destruction by fire, vandalism, and other perils so called "All Risks" perils.
The "All Risks" perils shall also include the perils of Earth Movement, Flood,
and Boiler and Machinery. The amount of the insurance shall be in an amount to
cover one hundred (100) percent of the replacement value of the property and
fixtures, as that value may exist from time to time. Tenant shall also keep any
non-Building-standard improvements made to the Premises at Tenant's request
insured to the same degree as Tenant's personal property.

5.01(c). Liability Insurance. Each party shall maintain Commercial General
Liability insurance for damages because of bodily injury to or personal injury
to or death of any person(s) or property damage occurring in or about the
Building and Premises in the following minimum amounts: one million
($1,000,000.00) dollars each occurrence; two million ($2,000,000.00) dollars
general aggregate.

5.01(d). Release of Claims and Waiver of Subrogation. Each party waives any
right of recovery against the other party and releases all claims arising in any
manner in its ("Injured Party's") favor and against the other party for any loss
or damage to the Injured Party's property (real or personal) located within or
constituting a part of or all of the Building. The parties further agree to have
their respective insurers waive any rights of subrogation that such insurers may
have against the other party. This waiver and release apply to the extent the
loss or damage is covered by:

(i) the Injured Party's insurance; or

(ii) the insurance the Injured Party is required to carry under Section 5,

     whichever is greater. The waiver and release also apply to each party's
directors, officers,

                                       14

<PAGE>

employees, shareholders, and agents. The waiver and release do not apply to
claims caused by a party's willful misconduct.

5.01(e). Increase in Insurance. The amounts of Commercial General Liability
insurance coverage required by paragraph 5.01(c) are subject to review at the
end of each three-year period following the Beginning Date. At each review, the
amounts of coverage shall be increased to the amounts of coverage that
institutional lenders generally require to be carried by prudent landlords and
tenants of comparable class "A" office buildings in the Albany, New York area.

     Either party may make the review and request appropriate increases based
upon this review within sixty (60) days after each three-year period ends. If
the parties do not agree to the amount of the increase, then the party
requesting the increase may submit the dispute to arbitration under paragraph
11.01 within thirty (30) days of the request for the increase. Landlord shall
not request increased insurance unless it makes, at appropriate times, similar
requests of all other tenants whose insurance coverage is below the amount
required to be carried under the above standard.

5.01(f). Insurance Criteria. Insurance policies required by this Lease shall:

(i) be issued by insurance companies licensed to do business in the State of New
York with general policyholder's ratings of at least A and a financial rating of
at least XI in the most current Best's Insurance Reports available on the date
the party obtains or renews the insurance policies. If the Best's ratings are
changed or discontinued, the parties shall agree to an equivalent method of
rating insurance companies. If the parties cannot agree they shall submit the
dispute to arbitration under paragraph 11.01;

(ii) name the nonprocuring party as an additional insured as its interest may
appear on the procuring party's Commercial General Liability policy (Tenant
shall be named as a certificate holder); other landlords or tenants may also be
added as additional insureds in a blanket policy;

(iii) provide that the insurance not be canceled or materially changed in the
scope or amount of coverage unless thirty (30) days' advance notice is given to
the nonprocuring party;

(iv) be primary policies--not as contributing with, or in excess of, the
coverage that the other party may carry;

(v) be permitted to be carried through a "blanket policy" or "umbrella"
coverage;

(vi) [Intentionally Omitted];

(vii) be written on an "occurrence" basis; and

(viii) be maintained during the entire Term and any extension Terms.

5.01(g). Evidence of Insurance. By the Beginning Date and upon each renewal of
its insurance policies, each party shall give certificates of insurance to the
other party. Each certificate shall specify amounts, types of coverage, the
waiver of subrogation, and the insurance criteria listed in paragraph
5.01(f)(ii), (iii), (iv), (vi), and (vii). The policies shall be renewed or
replaced and maintained by the party responsible for that policy. If either
party fails to give the required certificate within thirty (30) days after
notice of demand for it, the other party may obtain and pay for that insurance
and receive reimbursement from the party required to have the insurance.

                                       15

<PAGE>

5.02. Indemnification of Third Party Claims.

5.02(a). Tenant's Indemnity. Tenant indemnifies, defends, and holds Landlord
harmless from third party claims:

(i) for personal injury, bodily injury, death, or property damage;

(ii) for incidents occurring in or about the Premises or Building; and

(iii) caused by the negligence or willful misconduct of Tenant, its agents,
employees, or invitees.

     When the claim is caused by the joint negligence or willful misconduct of
Tenant and Landlord or Tenant and a third party unrelated to Tenant, except
Tenant's agents, employees, or invitees, Tenant's duty to defend, indemnify, and
hold Landlord harmless shall be in proportion to Tenant's allocable share of the
joint negligence or willful misconduct.

5.02(b). Landlord's Indemnity. Landlord indemnifies defends, and holds Tenant
harmless from third party claims:

(i) for personal injury, bodily injury, death, or property damage;

(ii) for incidents occurring in or about the Premises or Building; and

(iii) caused by the negligence or willful misconduct of Landlord, its agents,
employees, or invitees.

     When the claim is caused by the joint negligence or willful misconduct of
Landlord and Tenant or Landlord and a third party unrelated to Landlord, except
Landlord's agents, employees, or invitees, Landlord's duty to defend, indemnify,
and hold Tenant harmless shall be in proportion to Landlord's allocable share of
the joint negligence or willful misconduct.

5.03. Limitation of Landlord's liability.

5.03(a). Transfer of Premises. If the Building is sold or transferred,
voluntarily or involuntarily, Landlord's Lease obligations and liabilities
accruing after the transfer shall be the sole responsibility of the new owner
if:

(i) the new owner is able to and expressly agrees in writing to assume
Landlord's obligations; and

(ii) Tenant's funds, if any, that Landlord is holding, such as any security
deposit, are given to the new owner. Landlord's Lease obligations and
liabilities occurring before any such transfer shall survive such transfer and
remain the obligations and liabilities of Landlord.

5.03(b). Liability for Money Judgment. If Landlord, its employees, officers, or
partners are ordered to pay Tenant a money judgment because of Landlord's
default, then except in those instances listed in paragraph 5.03(c), Tenant's
sole remedy to satisfy the judgment shall be:

(i) Landlord's interest in the Building and Land including the rental income and
proceeds from sale; and

(ii) any insurance or condemnation proceeds received because of damage or
condemnation to, or of, the Building or Land that are available for use by
Landlord.

5.03(c). Exceptions. Paragraph 5.03(b) does not apply when:

(i) Landlord failed to apply insurance or condemnation proceeds as required by
the Lease;

(ii) Landlord misappropriated escrow funds; or

(iii) Landlord violated the warranties contained in paragraphs 3.02, 3.03, or
12.14.

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<PAGE>

     Nothing in paragraphs 5.03(a), (b), or (c) shall be interpreted to mean
that Tenant cannot be awarded specific performance or an injunction.

SECTION 6 -- LOSS OF PREMISES

6.01. Damages.

6.01(a). Definition. "Relevant Space" means:

(i) the Premises as defined in paragraph 1.02, excluding Tenant's
non-Building-Standard fixtures;

(ii) reasonable access to the Premises;

(iii) any part of the Building that provides essential services to the Premises;
and

(iv) 287 parking spaces adjacent to the Building.

6.01(b). Repair of Damage. If the Relevant Space is damaged in part or whole
from any cause and the Relevant Space can be substantially repaired and restored
within one hundred and twenty (120) days from the date of the damage using
standard working methods and procedures, Landlord shall at its expense promptly
and diligently repair and restore the Relevant Space to substantially the same
condition as existed before the damage. This repair and restoration shall be
made within one hundred and twenty (120) days from the date of the damage unless
the delay is due to causes beyond Landlord's reasonable control.

     If the Relevant Space cannot be repaired and restored within the one
hundred and twenty (120) day period, then either party may, within ten (10) days
after determining that the repairs and restoration cannot be made within one
hundred and twenty (120) days (as prescribed in paragraph 6.01(c)), cancel the
Lease by giving notice to the other party. Nevertheless, if the Relevant Space
is not repaired and restored within one hundred and twenty (120) days from the
date of the damage, then Tenant may cancel the Lease at any time after the one
hundred and twentieth (120th) day and before the one hundred and fiftieth
(150th) day following the date of damage. Tenant shall not be able to cancel
this Lease if its willful misconduct causes the damage unless Landlord is not
promptly and diligently repairing and restoring the Relevant Space.

6.01(c). Determining the Extent of Damage. If the parties cannot agree in
writing whether the repairs and restoration described in paragraph 6.01(b) will
take more than one hundred and twenty (120) days to make, then the determination
will be submitted to arbitration under paragraph 11.01.

6.01(d). Abatement. Unless the damage is caused by Tenant's willful misconduct,
the Rent shall abate in proportion to that part of the Premises that is unfit
for use in Tenant's business. The abatement shall consider the nature and extent
of interference to Tenant's ability to conduct business in the Premises and the
need for access and essential services. The abatement shall continue from the
date the damage occurred until five (5) business days after Landlord completes
the repairs and restoration to the Relevant Space or the part rendered unusable
and notice to Tenant that the repairs and restoration are completed, or until
Tenant again uses the Premises or the part rendered unusable, whichever is
first.

6.01(e). Tenant's Property. Notwithstanding anything else in Section 6, Landlord
is not obligated to repair or restore damage to Tenant's trade fixtures,
furniture, equipment, or other personal property, or any Tenant improvements.

                                       17

<PAGE>

6.01(f). Damage to Building. If:

(i) more than twenty-five (25%) percent of the Building is damaged; or

(ii) [Intentionally Omitted]; or

(iii) [Intentionally Omitted]; or

(iv) the Lease is in the last twelve (12) months of its Term;

     then either Landlord or Tenant may cancel this Lease by notice to the other
party within sixty (60) days of the damage. The notice must specify the
cancellation date, which shall be at least thirty (30) but not more than sixty
(60) days after the date notice is given.

6.01(g). Cancellation. If either party cancels this Lease as permitted by
paragraph 6.01, then this Lease shall end on the day specified in the
cancellation notice. The Rent and other charges shall be payable up to the
cancellation date and shall account for any abatement. Landlord shall promptly
refund to Tenant any prepaid, unaccrued Rent, accounting for any abatement, plus
security deposit, if any, less any.

     If Landlord cancels this Lease as permitted by paragraph 6.01, then
Landlord must also cancel all other similarly affected tenant leases in the
Building.

6.02. Condemnation.

6.02(a). Definitions. The terms "eminent domain," "condemnation," "taken," and
the like in paragraph 6.02 include takings for public or quasi-public use and
private purchases in place of condemnation by any authority authorized to
exercise the power of eminent domain.

6.02(b). Entire Taking. If the entire Premises or the portions of the Building
required for reasonable access to, or the reasonable use of, the Premises are
taken by eminent domain, this Lease shall automatically end on the earlier of:

(i) the date title vests; or

(ii) the date Tenant is dispossessed by the condemning authority.

6.02(c). Partial Taking. If the taking of a part of the Premises or of the Land
materially interferes with Tenant's ability to continue its business operations
in substantially the same manner and space then Tenant may end this Lease on the
earlier of:

(i) the date when title vests; or

(ii) the date Tenant is dispossessed by the condemning authority. If there is a
partial taking and this Lease continues, then the Lease shall end as to the part
taken and the Rent shall abate in proportion to the part of the Premises taken
and Tenant's pro rata share shall be equitably reduced.

     If there is a partial taking and this Lease continues, then the Lease shall
end as to the part taken and the Rent shall abate in proportion to the part of
the Premises taken and Tenant's pro rata share shall be equitably reduced.

6.02(d). Termination by Landlord. If title to a part of the Building other than
the Premises is condemned, and in Landlord's reasonable opinion, the Building
could only be restored in a manner that materially alters the Premises, Landlord
may cancel this Lease by giving notice to Tenant. Cancellation notice shall be
given within sixty (60) days following the date title vested. This Lease shall
end on the date specified in the cancellation notice, which date shall be at
least thirty (30) days but not more than ninety (90) days after the date notice
is given.

                                       18

<PAGE>

6.02(e). Rent Adjustment. If the Lease is canceled as provided in paragraphs
6.02(b), (c), or (d), then the Rent, and other charges shall be payable up to
the cancellation date, and shall account for any abatement. Landlord,
considering any abatement, shall promptly refund to Tenant any prepaid,
unaccrued Rent plus security deposit, if any.

6.02(f). Repair. If the Lease is not canceled as provided for in paragraphs
6.02(b), (c), or (d), then Landlord at its expense shall promptly repair and
restore the Premises to the condition that existed immediately before the
taking, except for the part taken, to render the Premises a complete
architectural unit.

6.02(g). Awards and Damages. Landlord reserves all rights to damages paid
because of any partial or entire taking of the Premises. Tenant assigns to
Landlord any right Tenant may have to the damages or award.

     Notwithstanding anything else in paragraph 6.02(g), Tenant may claim and
recover from the condemning authority a separate award for Tenant's moving
expenses, business dislocation damages, Tenant's personal property and fixtures,
the unamortized costs of Tenant's Improvements, and any other award that would
not substantially reduce the award payable to Landlord. Each party shall seek
its own award, as limited above, at its own expense, and neither shall have any
right to the award made to the other.

6.02(h). Temporary Condemnation. If part or all of the Premises or the Land as
it affects parking for the Premises are condemned for a limited period of time
("Temporary Condemnation"), this Lease shall remain in effect. The Rent and
Tenant's obligations for the part of the Premises or Land as it affects such
parking taken shall abate during the Temporary Condemnation in proportion to the
part of the Premises or Land as it affects such parking that Tenant is unable to
use in its business operations as a result of the Temporary Condemnation.
Landlord shall receive the entire award for any Temporary Condemnation.

SECTION 7 -- DEFAULT

7.01. Tenant's Default.

7.01. Defaults. Each of the following constitutes a default ("Default"):

(i) Tenant's failure to pay Rent within ten (10) business days after Tenant
receives notice from Landlord of Tenant's failure to pay Rent;

(ii) Tenant's failure to pay Rent by the due date, at any time during a calendar
year in which Tenant has already received three (3) notices of its failure to
pay Rent by the due date;

(iii) Tenant's failure to perform or observe any other Tenant obligation after a
period of ten (10) business days or the additional time, if any, that is
reasonably necessary to promptly and diligently cure the failure, after it
receives notice from Landlord setting forth in reasonable detail the nature and
extent of the failure and identifying the applicable Lease provision(s);

(iv) Tenant's abandoning or vacating the Premises if Tenant fails to timely pay
the Rent by the due date;

(v) Tenant's failure to vacate or stay any of the following within sixty (60)
days after they occur:

     (A) a petition in bankruptcy is filed by or against Tenant;

     (B) Tenant is adjudicated as bankrupt or insolvent;

     (C) a receiver, trustee, or liquidator is appointed for all or a
substantial part of Tenant's property; or

     (D) Tenant makes an assignment for the benefit of creditors.

                                       19

<PAGE>

7.02. Landlord's Remedies.

7.02(a). Remedies. Landlord in addition to the remedies given in this Lease or
under the law, may do any one or more of the following if there is a Default
under paragraph 7.01:

(i) on ten (10) days' notice of intention to end the Term of this Lease, end
this Lease, and at the expiration of said ten (10) days Tenant shall then
surrender the Premises to Landlord; and

(ii) enter and take possession of the Premises either with or without process of
law and remove Tenant, with or without having ended the Lease.

7.02(b). No Surrender. Landlord's exercise of any of its remedies or its receipt
of Tenant's keys shall not be considered an acceptance or surrender of the
Premises by Tenant. A surrender must be agreed to in a writing signed by both
parties.

7.02(c). Rent. If Landlord ends this Lease or ends Tenant's right to possess the
Premises because of a Default, Landlord may hold Tenant liable for Rent, and
other indebtedness accrued to the date the Lease ends. Tenant shall also be
liable for the Rent, and other indebtedness that otherwise would have been
payable by Tenant during the remainder of the Term had there been no Default,
reduced by any sums Landlord receives by reletting the Premises during the Term,
and such amounts shall be paid in monthly installments on the day Rent is due
under this Lease.

7.02(d). Other Expenses. Tenant shall also be liable for that part of the
following sums paid by Landlord and attributable to that part of the Term ended
due to Tenant's Default:

(i) reasonable broker's fees incurred by Landlord for reletting part or all of
the Premises prorated for that part of the reletting Term ending concurrently
with the then current Term of this Lease;

(ii) the cost of removing and storing Tenant's property;

(iii) the cost of minor repairs, alterations, and remodeling necessary to put
the Premises in a condition reasonably acceptable to a new Tenant; and

(iv) other necessary and reasonable expenses incurred by Landlord in enforcing
its remedies.

7.02(e). Payment. Tenant shall pay the sums due in paragraphs 7.02(c) and (d)
within thirty (30) days of receiving Landlord's proper and correct invoice for
the amounts. Landlord is not entitled to accelerated Rent. During each action to
collect Landlord shall be limited to the amount of any sums due under paragraph
7.02(c) that would have accrued had the Lease not been ended and sums under
paragraph 7.02(d) that have been incurred by Landlord and are now payable by
Landlord.

7.02(f). Mitigation. Landlord shall mitigate its damage by making commercially
reasonable efforts to relet the Premises on reasonable terms. Landlord may relet
for a shorter or longer period of time than the Lease Term and make any
necessary repairs or alterations. Landlord may relet on any commercially
reasonable terms including a reasonable amount of free rent. If Landlord relets
for a period of time longer than the current Lease Term, then any special
concessions given to the new tenant shall be allocated throughout the entire
reletting Term to not unduly reduce the amount of consideration received by
Landlord during the remaining period of Tenant's Term.

                                       20

<PAGE>

7.03. Landlord's Default. Landlord's failure to perform or observe any of its
Lease obligations after a period of thirty (30) business days or the additional
time, if any, that is reasonably necessary to promptly and diligently cure the
failure after receiving notice from Tenant is a Default. The notice shall give
in reasonable detail the nature and extent of the failure and identify the Lease
provision(s) containing the obligation(s). After Tenant receives notice of a
Mortgagee's name and address and request for notice upon Landlord's Default,
Tenant shall provide the notice required by this paragraph to the Mortgagee at
the same time Tenant gives notice to Landlord.

     If Landlord commits a Default, in addition to any remedies given in this
Lease or under the law or at equity, Tenant shall have the right, but not the
obligation, to cure such failure, provided Tenant shall not commence to cure any
default or failure by Landlord if Landlord commences to cure same within said
period and proceeds with due diligence and in good faith to complete such cure.
Notwithstanding the foregoing, if, in Tenant's reasonable judgment, an emergency
shall exist, Tenant may cure such default without any prior notice to Landlord,
but Tenant nevertheless shall give Landlord notice thereof as soon as
practicable thereafter. Any performance by Tenant of an obligation of Landlord
shall not be construed as a modification or waiver of any provision of this
Lease, and said obligation shall remain the obligation of Landlord. Landlord
shall immediately reimburse Tenant for the costs incurred by Tenant in
performing any of Landlord's obligations hereunder and, if Landlord fails to so
reimburse Tenant within fifteen (15) days after Tenant's demand therefor, Tenant
may deduct such costs from the next succeeding payment or payments of any Rent
due to Landlord from Tenant pursuant to this Lease. The exercise by Tenant of
the right granted hereunder to deduct and set-off from Rent shall in no event be
construed as a Default of Tenant.

7.04. [Intentionally Omitted]

7.05. Self-Help. If Tenant commits a Default, Landlord may, without being
obligated and without waiving the Default, cure the Default. Landlord may enter
the Premises to cure the Default. Tenant shall pay Landlord, upon demand, all
costs, expenses, and disbursements incurred by Landlord to cure the Default.

7.06. Survival. The remedies permitted by Section 7, the parties' indemnities in
paragraphs 3.03(d) and 5.02, and Landlord's obligation to mitigate damages in
paragraph 7.02(f) shall survive the ending of this Lease.

SECTION 8 -- NONDISTURBANCE

8.01. Subordination, Nondisturbance, and Attornment.

8.01(a). Mortgages. Subject to the terms and conditions of paragraph 8.01(b),
this Lease is subordinate to prior or subsequent mortgages covering the
Building.

8.01(b). Foreclosures. If any mortgage is foreclosed, or a deed in lieu of
foreclosure is given, then:

(i) This Lease shall continue upon the same terms and conditions with the
Successor Landlord performing the obligations of Landlord;

(ii) Tenant's quiet possession shall not be disturbed if Tenant is not in
Default;

(iii) Tenant will attorn to and recognize the mortgagee or purchaser at
foreclosure sale ("Successor Landlord") as Tenant's landlord for the remaining
Term; and

(iv) The Successor Landlord shall not be bound by:

                                       21

<PAGE>

     (A) any payment of Rent for more than one month in advance, except the
security deposit, if any, and free rent, if any, specified in the Lease,

     (B) any amendment, modification, or ending of this Lease without Successor
Landlord's consent which may be made after the Successor Landlord's name is
given to Tenant unless the amendment, modification, or ending is specifically
authorized by the original Lease and does not require Landlord's prior agreement
or consent, and

     (C) any liability for any act or omission of a prior Landlord, except to
cure continuing defaults.

8.01(c). Self-Operating. Paragraph 8.01 is self-operating. However, Tenant shall
execute any documents needed to confirm this arrangement and deliver such
executed documents to Landlord within ten (10) business days after receiving the
documents from Landlord. Also, Landlord shall cause to be executed and delivered
to the Tenant any document or instrument reasonably requested by Tenant
paragraph 8.01, which document or instrument shall, at the request of Tenant, be
in recordable form.

8.02. Estoppel Certificate.

8.02(a). Obligation. Either party ("Answering Party") shall from time to time,
within ten (10) business days after receiving a written request by the other
party ("Asking Party"), execute and deliver to the Asking Party a written
statement. This written statement, which may be relied upon by the Asking Party
and any third party with whom the Asking Party is dealing shall certify:

(i) the accuracy of the Lease document;

(ii) the Beginning and Ending Dates of the Lease;

(iii) that the Lease is unmodified and in full effect or in full effect as
modified, stating the date and nature of the modification;

(iv) whether to the Answering Party's knowledge the Asking Party is in default
or whether the Answering Party has any claims or demands against the Asking
Party and, if so, specifying the Default, claim, or demand; and

(v) to other correct and reasonably ascertainable facts that are covered by the
Lease terms.

8.02(b). Remedy. The Answering Party's failure to comply with its obligation in
paragraph 8.02(a) shall be a Default. Notwithstanding paragraphs 7.01(a)(iii)
and 7.03, the cure period for this Default shall be five (5) business days after
the Answering Party receives notice of the Default.

8.03. Quiet Possession. Landlord warrants that it owns the Building free and
clear of all encumbrances. Subject to the Lease terms, Landlord covenants and
warrants that Tenant shall peaceably and quietly enjoy the Premises.

SECTION 9 -- LANDLORD'S RIGHTS

9.01. Rules.

9.01(a). Rules. Tenant, its employees and invitees, shall comply with:

(i) the Rules attached hereto as Exhibit "C" (Landlord does not have any written
rules at present and will provide any rules subsequently promulgated in
accordance with the provisions of this Paragraph 9.01); and

                                       22

<PAGE>

(ii) reasonable modifications and additions to the Rules adopted by Landlord
that:

     (A) Tenant is given fifteen (15) days advance notice of;

     (B) are for the safety, order and cleanliness of the common areas;

     (C) do not unreasonably and materially interfere with Tenant's conduct of
its business or Tenant's use and enjoyment of the Premises; and

     (D) do not require payment of additional moneys.

9.01(b). Conflict with Lease. If a Rule issued under paragraph 9.01(a) conflicts
with or is inconsistent with any Lease provision, the Lease provision controls.

9.01(c). Enforcement. Although Landlord is not responsible for another tenant's
failure to observe the Rules, Landlord shall not unreasonably enforce the Rules
against Tenant.

9.02. Mechanic's Liens.

9.02(a). Discharge Lien. Tenant shall, within thirty (30) days after receiving
notice of any mechanic's lien for material or work claimed to have been
furnished to the Premises on Tenant's behalf and at Tenant's request:

(i) discharge the lien; or

(ii) post a bond equal to the amount of the disputed claim with companies
reasonably satisfactory to Landlord.

If Tenant posts a bond, it shall contest the validity of the lien. Tenant shall
indemnify, defend, and hold Landlord harmless from losses incurred from these
liens.

9.02(b). Landlord's Discharge. If Tenant does not discharge the lien or post the
bond within the thirty (30) day period, Landlord may pay any amounts, including
interest and legal fees, to discharge the lien. Tenant shall then be liable to
Landlord for the amounts paid by Landlord.

9.02(c). Consent not Implied. Paragraph 9.02 is not a consent to subject
Landlord's property to these liens.

9.03. Right to Enter.

9.03(a). Permitted Entries. Subject to the provisions 9.03 (b) and (c), Landlord
and its agents and employees may enter the Premises at reasonable times, and at
any time if an emergency, without charge, liability, or abatement of Rent, to:

(i) examine the Premises;

(ii) make repairs, alterations, improvements, and additions either required by
the Lease or advisable to preserve the integrity, safety, and good order of part
or all of the Premises or Building;

(iii) provide janitorial and other services required by the Lease;

(iv) comply with laws under paragraphs 3.01-3.03;

(v) show the Premises to prospective lenders or purchasers and during the one
hundred and eighty (180) days immediately before this Lease ends to prospective
tenants, accompanied, if requested by Tenant, by a Tenant representative;

                                       23

<PAGE>

(vi) [Intentionally Omitted];

(vii) remove any Alterations made by Tenant in violation of paragraph 4.01; and

(viii) post "For Sale" signs and, during the one hundred and eighty (180) days
immediately before this Lease ends, post "For Lease" signs.

9.03(b). Entry Conditions. Notwithstanding paragraph 9.03(a), entry is
conditioned upon Landlord:

(i) giving Tenant at least twenty-four (24) hours advance notice, except in an
emergency;

(ii) using commercially reasonable efforts to promptly finish any work for which
it entered; and

(iii) using commercially reasonable efforts to minimize interference to Tenant's
business.

9.03(c). Interference with Tenant. Notwithstanding paragraphs 9.03(a) and (b):

(i) if Landlord's entry materially interferes with the conduct of Tenant's
business (and the entry is not needed because of Tenant's negligence or willful
misconduct), the Rent shall abate in proportion to the extent of the
interference; and

(ii) if Landlord causes damage to Tenant's property, Landlord shall be liable
for any damage to the extent the claim is not waived under paragraph 5.01(d).

9.04. [Intentionally Omitted]

9.05. Signs.

9.05(a). Permitted Signs. Tenant shall be permitted to erect the following signs
at its own cost and expense:

(i) listing on the Building Directory and appropriate floor directories; and

(ii) a sign on the exterior wall or door of the Premises inside the Building.

9.05(b). Nonpermitted signs. Other than the signs and listings permitted in
paragraph 9.05(a), Tenant shall not place or have placed any other signs,
listings, advertisements, or any other notices anywhere else in the Building.

9.06. [Intentionally Omitted]

SECTION 10 -- OPTIONS

10.01. Options.

10.01(a). Option to Renew. Tenant may renew this Lease for a period of five (5 )
years ("Extension Term") beginning immediately after the Term, upon the same
terms and conditions of the Lease, except that:

(i) the Term shall be modified as stated above;

(ii) the Rent shall be renegotiated at Market Rates; which Market Rates shall be
no less than the Rent provided for herein and consistent with the rental rates
for other Class "A" office buildings in the Albany, New York area. Disputes in
determining Market Rates arising under this subsection shall be resolved
pursuant to Section 11.01 of this Lease.

                                       24

<PAGE>

(iii) the Option to Renew shall be deleted (paragraph 10.01).

10.01(b). Conditions. To exercise this Option to Renew Tenant must:

(i) not be in Default at the time it exercises the Option to Renew; and

(ii) give notice to Landlord that Tenant is exercising its Option to Renew at
least one hundred and eighty (180) days but not more than three hundred and
sixty-five (365) days before the Term ends.

10.02. Option to Lease Vacant Space. If Landlord receives notice from any other
tenant in the Building of its intention to vacate the premises or not to renew
its lease, Landlord shall offer Tenant the opportunity to Lease said premises
before offering the premises to any other prospective tenant. Landlord shall
provide written notice to Tenant informing Tenant of the availability of the
vacant space and give Tenant thirty (30) days to accept or reject said offer.
Said space to be leased upon the same lease terms, except for the lease rate
which shall be negotiated at Market Rates at the time the space becomes
available.

SECTION 11 -- DISPUTES

11.01. Arbitration.

11.01(a). Procedure. For disputes subject to arbitration under paragraph
11.01(c) that are not resolved by the parties within ten (10) days after either
party gives notice to the other of the specific nature of the dispute and its
desire to arbitrate the dispute, the dispute shall be settled by binding
arbitration by the American Arbitration Association in accord with its
then-prevailing Commercial Arbitration Rules except that in all cases unless the
parties agree otherwise the Expedited Procedures under the Commercial
Arbitration Rules shall apply to any arbitration conducted under Section 11 of
this Lease. Judgment upon the arbitration award may be entered in any court
having jurisdiction. The arbitrator(s) shall have no power to change the Lease
provisions. The arbitrator(s) selected shall have experience and expertise in
the matter being arbitrated, such as having worked as a real estate attorney
actively engaged in the practice of law for at least the last five (5) years for
disputes under paragraph 11.01(c)(viii), an engineer or architect for disputes
under paragraph 11.01(c)(ii), and a certified public accountant for disputes
under paragraph 11.01(c)(iv). Both parties shall continue performing their Lease
obligations pending the award in the arbitration proceeding. The arbitrator(s)
shall award the prevailing party reasonable expenses and costs including
reasonable attorneys' fees pursuant to paragraph 12.02.

11.01(b). Payment. The losing party shall pay to the prevailing party the amount
of the final arbitration award. If payment is not made within ten (10) business
days after the date the arbitration award is no longer appealable, then in
addition to any other remedies under the law:

(i) if Landlord is the prevailing party, it shall have the same remedies for
failure to pay the arbitration award as it has for Tenant's failure to pay the
Rent; and

(ii) if Tenant is the prevailing party, it may deduct any remaining unpaid award
from its monthly payment of Rent or other charges.

11.01(c). Disputes Subject to Arbitration. The following disputes are subject to
arbitration:

(i) any disputes that the parties agree to submit to arbitration;

(ii) the date when the Premises are substantially completed;

                                       25

<PAGE>

(iii) the amount of any abatement of Rent because of damage or condemnation;

(iv) [Intentionally omitted];

(v) which party must comply with Applicable Laws under paragraph 3.01 or the
laws in paragraphs 3.02 or 3.03;

(vi) whether the utilities are being provided in the quality and quantity
required by paragraph 3.04;

(vii) whether Tenant may abate Rent or cancel the Lease under paragraph
3.04(e)(ii);

(viii) whether Landlord's withholding of consent is unreasonable, conditioned,
or unduly delayed under paragraphs 4.02(a) and (b);

(ix) the amount of any insurance increase under paragraph 5.01(e);

(x) whether either party can cancel the Lease under Sections 6 or 7;

(xi) Market Rates for the establishment of the rent during the optional renewal
term exercisable by Tenant under Section 10 of this Lease; and

(xii) [Intentionally Omitted.].

SECTION 12 -- MISCELLANEOUS

12.01. Landlord's Warranty. Notwithstanding any language contained herein,
Landlord represents and agrees that: (i) it is the Owner of the Building and
Land upon which it lies; (ii) each person signing this Lease has the authority
to sign; (iii) there are no liens, judgments, covenants, restrictions, easements
or other impediments that would adversely affect Tenant's intended use of the
Premises; and (iv) Tenant is entitled to quiet possession of the Premises
throughout the Term so long as Tenant is not in default beyond any applicable
cure period.

12.02. Attorneys' Fees. In any arbitration or litigation between the parties
regarding this Lease, the losing party shall pay to the prevailing party all
reasonable expenses and court costs including attorneys' fees incurred by the
prevailing party. A party shall be considered the prevailing party if:

(i) it initiated the litigation and substantially obtains the relief it sought,
either through a judgment or the losing party's voluntary action before
arbitration (after it is scheduled), trial, or judgment;

(ii) the other party withdraws its action without substantially obtaining the
relief it sought; or

(iii) it did not initiate the litigation and judgment is entered for either
party, but without substantially granting the relief sought.

12.03. Notices.

12.03(a). Notice Defined. "Notice" means any notice, demand, request, or other
communication or document to be provided under this Lease.

12.03(b). Notice in Writing to Address. The Notice shall be in writing and shall
be given to the party at its regular mail address, via certified mail, return,
receipt requested or via nationally recognized overnight delivery service.

                                       26

<PAGE>

12.03(c). Parties Addresses. The parties current addresses are set forth below:

     Landlord Notice Address: Fiftytwocc, LP
                              25 Corporate Circle
                              Albany, NY  12203
                              Attn:  Thomas Hoffman, Managing Partner

     Tenant Notice Address:   Independent Wireless One Leased Realty Corporation
                              52 Corporate Circle
                              Albany, NY  12203
                              Attn:  Strategic Counsel Group

12.03(d). Deemed Receipt. Notice shall only be given in the manner set forth
below and shall, for all purposes be deemed given and received:

(i) if hand delivered to a party at the regular mail address of the party
specified above, against receipted copy,

(ii) if given by a nationally recognized and reputable overnight delivery
service at the regular mail address of the party specified above, the day on
which the notice is actually received by the party; or

(iii) if given by certified mail, return receipt requested, postage prepaid at
the regular mail address of the party specified above, three (3) business days
after it is posted with the United States Postal Service.

If a copy is required above, then Notice shall not be deemed received until the
last of the Notice and the copy of the Notice is deemed received as provided
above.

12.03(e). Refusal to Accept. If Notice is tendered under the provisions of this
Lease and is refused by the intended recipient of the Notice, the Notice shall
nonetheless be considered to have been given and shall be effective as of the
date provided in this Lease.

12.03(f). Mortgagee. Tenant shall also give any required Notices to Landlord's
mortgagee after receiving Notice from Landlord of the mortgagee's name, and its
address. Failure of Tenant to give such Notice to Landlord's mortgagee shall
not, however, alter the effectiveness of the Notice given to Landlord.

12.04. Partial Invalidity. If any Lease provision is invalid or unenforceable to
any extent, then that provision and the remainder of this Lease shall continue
in effect and be enforceable to the fullest extent permitted by law.

12.05. Waiver. The failure of either party to exercise any of its rights is not
a waiver of those rights. A party waives only those rights specified in writing
and signed by the party waiving its rights.

12.06. [Intentionally Omitted]

12.07. Good Faith and Fair Dealing. The parties agree that they will exercise
their rights and remedies and perform their obligations under this Lease fairly,
prudently, reasonably, and in good faith. The parties further agree that before
incurring legal expenses or initiating litigation under this Lease they will
contact the other party about the problem and attempt for a reasonable time (not
to exceed five (5) days) to mutually resolve the problem.

                                       27

<PAGE>

12.08. Binding on Successors. This Lease shall bind the parties' heirs,
successors, representatives, and permitted assigns.

12.09. Governing Law. This Lease shall be governed by the laws of the State of
New York.

12.10. Insurance Increase. If due to Tenant's particular use of the Premises the
Landlord's insurance rates are increased, Tenant shall pay the increase.

12.11. Lease not an Offer. This Lease shall not be binding unless signed by both
parties and an originally signed counterpart is delivered to Tenant by July 23,
2001.

12.12. Recording. Recording of this Lease is prohibited except as allowed in
this paragraph. At the request of either party, the parties shall promptly
execute and record, at the cost of the requesting party, a short form memorandum
describing the Premises and stating this Lease's Term, its Beginning and Ending
Dates, any options to renew or purchase, and any other information the parties
agree to include.

12.13. Survival of Remedies. The parties' remedies shall survive the ending of
this Lease when the ending is caused by the Default of the other party.

12.14. Authority of Parties. Landlord warrants that it owns the property free
and clear of all mortgages, liens and encumbrances. Each party warrants that it
is authorized to enter into the Lease, that the person signing on its behalf is
duly authorized to execute the Lease, and that no other signatures are
necessary.

12.15. Business Days. Business days means Monday through Friday, both inclusive,
excluding holidays identified at paragraph 3.04(b). Throughout this Lease,
wherever "days" are used the term shall refer to calendar days. Wherever the
term "business days" is used the term shall refer to business days.

12.16. Entire Agreement. This Lease contains the entire agreement between the
parties about the Premises, parking as indicated on the Land and the Building.
Except for the Rules for which paragraph 9.01(a) controls, this Lease shall be
modified only by a writing signed by both parties.

12.17. Antenna Site. Tenant has the right to place an antenna or antennas
("Antenna Site") on the roof at its own expense for the purpose of operating a
communications facility to ensure adequate wireless telecommunications service
to the Premises. The rights granted herein include the right to install all
equipment, cabling, wires, back up power sources and related fixtures necessary
for the operation of the Antenna Site. Landlord shall have the right to review
and approve all plans in advance of the Antenna Site installation, such approval
not to be unreasonably withheld, conditioned or delayed. In installing the
Antenna Site, Tenant shall ensure that such installation complies with, and
shall not interfere with, Landlord's roof warranties. Tenant shall remove the
Antenna Site at the end of the Lease Term and shall restore the rooftop to its
original condition, ordinary wear and tear excepted.

                                       28

<PAGE>

                                                 Fiftytwocc, LP


/s/ Mary C. McCulloch                            By: /s/ Thomas Hoffman
---------------------                                ----------------------
WITNESS                                              Name:  Thomas Hoffman
                                                     Title: Partner

                                       29

<PAGE>

                                 ACKNOWLEDGEMENT

State of  New York                  )
                                    )SS.:
County of Albany                    )

     On the 19th day of July, in the year 2001, before me, the undersigned, a
Notary Public in and for said State, personally appeared Thomas Hoffman,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


                                                 /s/ Mary C. McCulloch
                                                 ---------------------
                                                 NOTARY PUBLIC

                                       30

<PAGE>

                                          Independent Wireless One Leased Realty
                                          Corporation


/s/ Elaine H. Bartley                         By: /s/ Steven M. Nielsen
---------------------                             --------------------------
WITNESS                                           Name:  Steven M. Nielsen
                                                  Title: Chief Executive Officer

                                       31

<PAGE>

                                 ACKNOWLEDGEMENT

State of  New York                  )
                                    )SS.:
County of Albany                    )

         On the 13th day of July, in the year 2001, before me, the undersigned,
a Notary Public in and for said State, personally appeared Steven M. Nielsen,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


                                                 /s/ Elaine H. Bartley
                                                 ---------------------
                                                 NOTARY PUBLIC

                                       32

<PAGE>

                                   EXHIBIT "A"

        [first floor shell plan showing layout of suites, storage areas,
                                offices, lobby]

<PAGE>

                               EXHIBIT "A" (Cont)

    [second floor shell plan showing layout of suites, stock rooms, offices,
                           closets, conference rooms]

<PAGE>

                                   EXHIBIT "B"

A portion of

ALL that certain tract, piece or parcel of land situate in the City of Albany,
County of Albany, State of New York, being designated as Lot Number 12 and Lot
Number 13 Corporate Circle on a map entitled "Subdivision Plan Karner Road
Industrial Park," dated July 23, 1978, as prepared by Smith & Mahoney,
Consulting Engineers and Surveyors, as filed in the Albany County Clerk's Office
in Drawer No. 172 as Map No. 6109, being more particularly bounded and described
as follows:

BEGINNING at a point on the southeasterly margin of Karner Road at a point where
said road margin is intersected by the easterly margin of Corporate Circle
(south) as shown on the above referenced subdivision map and runs thence from
said point of beginning along said southeasterly margin of Karner Road the
following two (2) courses: N27(0)58'22" E, 151.18 feet to a point; thence
N33(0)01'37" E, 117.19 feet to the most northerly corner of lot number 13
Corporate Circle (south); thence along the northeasterly line of said lot number
13, S54(0)40'30" E, 118.60 feet to the most westerly corner of lot number 12
Corporate Circle; thence along the northwesterly line of said lot 12,
N37(0)52'11" E, 444.96 feet to the most northerly corner of said lot number 12;
thence along the division line between said lot number 12 on the southwest and
lot number 11 Corporate Circle on the northeast, as shown on the above
referenced subdivision map, S53(0)36'40" E, 446.39 feet to a point where said
division line intersects the northwesterly margin of Corporate Circle (west);
thence along said road margin S36(0)23'20" W, 308.05 feet to a point of
curvature; thence along the generally northerly margin of Corporate Circle
(south) the following seven (7) courses:

Generally westerly along a curve to the right having a radius of 30.00 feet, a
distance of 40.05 feet, central angle of 76(0)29'30" to a point of tangency , a
chord bearing of S74(0)38'05" W, having a chord distance of 37.14 feet;

Thence N67(0)07'10" W, 24.76 feet to a point of curvature;

Thence, generally westerly along a curve to the left having a radius of 225.00
feet, a distance of 120.75 feet, central angle of 30(0)45'00" to a point of
tangency, a chord bearing of N82(0)29'40" W, having a chord distance of 119.31
feet;

Thence, S82(0)07'50" W, 56.24 feet to a point where said road margin is
intersected by the division line between said lot number 12 on the northeast and
said lot number 13 on the southwest;

Thence S82(0)07'50" W, 368.84 feet to a point of curvature;

Thence, generally westerly along a curve to the right having a radius of 165.00
feet, a distance of 88.55 feet, central angle of 30(0)45'00" to a point of
tangency, a chord bearing of N82(0)29'40" W, having a chord distance of 87.49
feet;

Thence N67(0)07'10" W, 56.73 feet to a point where said northerly margin of
Corporate Circle (south) intersects the southeasterly margin of Karner Road and
the point or place of beginning, being a parcel of land containing approximately
5.678 acres, all as shown on the above referenced subdivision map of Karner Road
Industrial Park.

</TEXT>
</DOCUMENT>
