BETWEEN

       EX-10.63    Copy of Agreement of Lease between Reckson
                   Operating Partnership, LP and WCD for the
                   Tarrytown office.


                     AGREEMENT OF LEASE


                           BETWEEN


              RECKSON OPERATING PARTNERSHIP, LP


                             AND


                  WELLCARE DEVELOPMENT, INC.


                   TABLE OF CONTENTS

                                                   PAGE

SPACE. . . . . . . . . . . . . . . . . . . . . . . . .1

TERM . . . . . . . . . . . . . . . . . . . . . . . . .1

RENT . . . . . . . . . . . . . . . . . . . . . . . . .3

USE. . . . . . . . . . . . . . . . . . . . . . . . . .4

LANDLORD ALTERATION. . . . . . . . . . . . . . . . . .6

SERVICES . . . . . . . . . . . . . . . . . . . . . . .6

LANDLORD'S REPAIRS . . . . . . . . . . . . . . . . . .7

WATER SUPPLY . . . . . . . . . . . . . . . . . . . . .7

PARKING FIELD. . . . . . . . . . . . . . . . . . . . .7

DIRECTORY. . . . . . . . . . . . . . . . . . . . . . .7

TAXES AND OTHER CHARGES. . . . . . . . . . . . . . . .8

OPERATING COST INCREASES . . . . . . . . . . . . . . 11

TENANT'S REPAIRS . . . . . . . . . . . . . . . . . . 15

FIXTURES & INSTALLATIONS . . . . . . . . . . . . . . 16

ALTERATIONS. . . . . . . . . . . . . . . . . . . . . 17

REQUIREMENTS OF LAW. . . . . . . . . . . . . . . . . 18

END OF TERM. . . . . . . . . . . . . . . . . . . . . 20

QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . 22

SIGNS. . . . . . . . . . . . . . . . . . . . . . . . 22

RULES AND REGULATIONS. . . . . . . . . . . . . . . . 22

RIGHT TO SUBLET OR ASSIGN. . . . . . . . . . . . . . 23

LANDLORD'S ACCESS TO PREMISES. . . . . . . . . . . . 27

SUBORDINATION. . . . . . . . . . . . . . . . . . . . 28

PROPERTY LOSS, DAMAGE REIMBURSEMENT. . . . . . . . . 30

MUTUAL INDEMNITY . . . . . . . . . . . . . . . . . . 31

DESTRUCTION - FIRE OR OTHER CASUALTY . . . . . . . . 32

INSURANCE. . . . . . . . . . . . . . . . . . . . . . 34

EMINENT DOMAIN . . . . . . . . . . . . . . . . . . . 37

NONLIABILITY OF LANDLORD . . . . . . . . . . . . . . 39

DEFAULT. . . . . . . . . . . . . . . . . . . . . . . 40

TERMINATION ON DEFAULT . . . . . . . . . . . . . . . 42

DAMAGES. . . . . . . . . . . . . . . . . . . . . . . 43

SUMS DUE LANDLORD. . . . . . . . . . . . . . . . . . 45

NO WAIVER. . . . . . . . . . . . . . . . . . . . . . 46

WAIVER OF TRIAL BY JURY. . . . . . . . . . . . . . . 47

NOTICES. . . . . . . . . . . . . . . . . . . . . . . 48

INABILITY TO PERFORM . . . . . . . . . . . . . . . . 48

INTERRUPTION OF SERVICE. . . . . . . . . . . . . . . 49

CONDITIONS OF LANDLORD'S LIABILITY . . . . . . . . . 49

TENANT'S TAKING POSSESSION . . . . . . . . . . . . . 50

ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . 50

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . 51

PARTNERSHIP TENANT . . . . . . . . . . . . . . . . . 52

SUCCESSORS, ASSIGNS, ETC.. . . . . . . . . . . . . . 53

BROKER . . . . . . . . . . . . . . . . . . . . . . . 53

CAPTIONS . . . . . . . . . . . . . . . . . . . . . . 53

NOTICE OF ACCIDENTS. . . . . . . . . . . . . . . . . 53

TENANT'S AUTHORITY TO ENTER LEASE. . . . . . . . . . 54

ESTIMATED CHARGES. . . . . . . . . . . . . . . . . . 54

SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . 55

FINANCIAL CONDITION. . . . . . . . . . . . . . . . . 57

RENEWAL OPTION . . . . . . . . . . . . . . . . . . . 58

RIGHT OF FIRST OFFER . . . . . . . . . . . . . . . . 60

CANCELLATION OPTION. . . . . . . . . . . . . . . . . 61

GUARANTY . . . . . . . . . . . . . . . . . . . . . . 63

SCHEDULE "A" . . . . . . . . . . . . . . . . . . . . 65

SCHEDULE "B" . . . . . . . . . . . . . . . . . . . . 70

SCHEDULE "C" . . . . . . . . . . . . . . . . . . . . 74

SCHEDULE "D" . . . . . . . . . . . . . . . . . . . . 76

EXHIBIT 1. . . . . . . . . . . . . . . . . . . . . . 79

EXHIBIT 2. . . . . . . . . . . . . . . . . . . . . . 80


       AGREEMENT OF LEASE, made as of this 19th day of December,
1997, between RECKSON OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership, having an office at 000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "Landlord"),
and WELLCARE DEVELOPMENT, INC., a New York corporation, having its
principal place of business at Xxxxxx Xxxxxx Xxx., Xxxxxxxx, Xxx
Xxxx, 00000 (hereinafter referred to as "Tenant").

       WITNESSETH:  Landlord and Tenant hereby covenant and
agree as follows:
                         SPACE

       1.   Landlord hereby leases to Tenant and Tenant hereby
hires from Landlord the space substantially as shown on the Rental
Plan annexed hereto as Exhibit "1" ("Demised Premises" or
"Premises") on the first floor of the building located at 000
Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx (hereinafter referred to as
the "Building"), and the parties hereby stipulate and agree that
such space contains 10,079 rentable square feet in a Building
containing 258,715 rentable square feet which constitutes 3.90%
percent of the area of the Building ("Tenant's Proportionate
Share").

                          TERM

       2.   The term ("Term" or "Demised Term" or "term") of
this lease shall commence on February 1, 1998 (the "Term
Commencement Date")  and shall terminate on January 31, 2008,
unless the Term shall sooner terminate pursuant to any of the
terms, covenants or conditions of this lease or pursuant to law. 
If, on the foregoing date specified as the Term Commencement Date,
the Landlord's Initial Construction (as defined in article 5) is 
not "substantially completed" (hereinafter defined), then the Term
Commencement Date shall be postponed until the sooner to occur of
(i) Tenant's occupancy of the Demised Premises, or (ii) the date
on which the Demised Premises shall be "substantially completed".
In such event  the Term of this lease shall be extended so that
the Expiration Date shall be ten (10) years after the last day of

the month in which the Term Commencement Date occurs.   
"Substantially completed" or "substantial completion" as used
herein is defined to mean when the only items to be completed with
respect to the Demised Premises are those which Landlord and
Tenant mutually agree do not materially interfere with the
Tenant's use and occupancy of the Demised Premises.  If Landlord
shall be delayed in such "substantial completion" as a result of
(i) Tenant's changes in the plans or specifications annexed hereto
as Exhibit "2"; (ii) the performance or completion of any work,
labor or services by a party employed by Tenant; or (iii) Tenant's
failure to execute this lease and return same to Landlord
(together with the Letter of Credit, Guaranty and payment of the
first month's Rent required hereunder) on or before December 16,
1997 (any such event referenced in the foregoing clauses (i), (ii)
and (iii) being herein deemed a "Tenant Delay"); then the Rent
Commencement Date hereunder shall be accelerated by the number of
days of such delay.  Tenant waives any right to rescind this lease
under Section 223-a of the New York Real Property Law or any
successor statute of similar import then in force and further
waives the right to recover any damages which may result from
Landlord's failure to deliver possession of the Premises on the
Term Commencement Date.  However, in the event that the Landlord's
Initial Construction has not been "substantially completed" on or
before April 1, 1998, then Landlord shall either (A) provide
temporary space, reasonably suitable for the operation of Tenant's
business therein and located in Tarrytown, New York, on a rent-free
basis until such time as the Landlord's Initial Construction
has been "substantially" completed, or (B) incur a one day Rent
Penalty (hereinafter defined) for each day between April 1, 1998
and the date on which the Landlord's Initial Construction is
"substantially completed".  The term "Rent Penalty", as used
herein, means that Tenant shall be relieved of its obligation to
pay a portion of the Rent first becoming due hereunder, with such
portion being equal to $514.79 for each single day of "Rent
Penalty".  Notwithstanding the foregoing, the April 1, 1998 date
referenced above shall be postponed one (1) day for each day of
Tenant Delay occurring hereunder.

       Provided Tenant shall not be in default under the
provisions of this lease beyond any applicable notice and cure
periods, Tenant's obligation to pay the Rent reserved under
Article 3 hereof (but not Tenant's obligation to pay any items of
additional rent reserved under this lease including, without
limitation, Tenant's Tax Payments (as such term is defined in
Article 11 hereof) and
Tenant's Cost Payments (as such term is
defined in Article 12 hereof) shall be waived for the first
two (2) full calendar months of the Term of this lease (such two
(2) month period being herein referred to as the "Concession Period").
The day following the last day of the Concession Period shall be
deemed to be the "Rent Commencement Date"; and Tenant's obligation
to pay the Rent reserved under Article 3 hereof shall commence on the Rent
Commencement Date.    In the event of a default by Tenant under
any of the provisions of this lease during the Concession Period,
the Rent Commencement Date shall be accelerated to, and the
Concession Period shall end on, the date of the default.

            Upon the request of Landlord, Tenant agrees to
execute a writing, prepared and executed by Landlord, setting
forth the actual date on which the Term Commencement Date, the
Rent Commencement Date and the Expiration Date took place or will
take place.  Notwithstanding anything to the contrary contained
herein, such writing shall be deemed a part of this lease and
conclusive evidence of such dates.

            A "Lease Year" shall be comprised of a period of
twelve (12) consecutive months.  The first Lease Year shall
commence on the Term Commencement Date but, notwithstanding the
first sentence of this paragraph, if the Term Commencement Date is
not the first day of a month, then the first Lease Year shall
include the additional period from the Term Commencement Date to
the end of the then current month.  Each succeeding Lease Year
shall end on the anniversary date of the last day of the preceding
Lease Year.  For example, if the Term Commencement Date is January
1, 1997, the first Lease Year would begin on January 1, 1997 and
end on December 31, 1997 and each succeeding Lease Year would end
on December 31st.  If, however, the Term Commencement Date is
January 2, 1997, the first Lease Year would end on January 31,
1998, the second Lease Year would commence on February 1, 1998,
and each succeeding Lease Year would end on January 31st.


                          RENT

       3.  The annual minimum rental ("Rent" or "rent") is as
follows:

During the first Lease Year, the Rent shall be $191,501.04 per
annum, payable in monthly installments of $15,958.42.

During the second Lease Year, the Rent shall be $196,540.56 per
annum, payable in monthly installments of $16,378.38.

During the third Lease Year, the Rent shall be $199,060.20 per
annum, payable in monthly installments of $16,588.35.

During the fourth, fifth and sixth Lease Years, the Rent shall be
$201,579.96 per annum, payable in monthly installments of
$16,798.33.

During the seventh, eighth, ninth and tenth Lease Years, the Rent
shall be $211,659.00 per annum, payable in monthly installments of
$17,638.25.

Tenant agrees to pay the Rent to Landlord, without notice or
demand, in lawful money of the United States which shall be legal
tender in payment of the debts and dues, public and private, at
the time of payment, in advance on the first day of each calendar
month during the Demised Term following the end of the Concession
Period at the office of the Landlord, or at such other place as
Landlord shall designate, except that Tenant shall pay the first
monthly installment on the execution hereof.  Tenant shall pay the
Rent as above and as hereinafter provided, without any set off or
deduction whatsoever.  Should the Rent Commencement Date be a date
other than the first day of a calendar month, Tenant shall pay a
pro rata portion of the Rent on a per diem basis, based upon the
first full calendar month of the first Lease Year, from such date
to and including the last day of that current calendar month, and
the first Lease Year shall include said partial month.  The Rent
payable for such partial month shall be in addition to the Rent
payable for the first Lease Year pursuant to the Rent schedule set
forth above and shall be payable by Tenant on the Rent
Commencement Date.


                          USE


       4.   (A)  Tenant shall use and occupy the Demised
Premises only for executive and administrative offices related to
staffing
and managing the business and operation of health maintenance
organizations and affiliated entities, and for no other purpose. 
In the event of an assignment of this lease or a subletting of all
or any portion of the Demised Premises in accordance with the
provisions of Article 21 hereof, the foregoing sentence shall be
reasonably amended so as to permit the intended use of the Demised
Premises by such assignee or subtenant. 

            (B)  Tenant shall not use or occupy, suffer or
permit the Premises, or any part thereof, to be used in any manner
which would in any way, in the reasonable judgment of Landlord,
(i) violate any laws or regulations of public authorities; (ii)
make void or voidable any insurance policy then in force with
respect to the Building; (iii) impair the appearance, character or
reputation of the Building; (iv) discharge objectionable fumes,
vapors or odors into the Building, air-conditioning systems or
Building flues or vents in such a manner as to offend other
occupants.  The provisions of this Section shall not be deemed to
be limited in any way to or by the provisions of any other Section
or any Rule or Regulation.

            (C)  The emplacement of any equipment which will
impose an evenly distributed floor load in excess of 50 pounds per
square foot shall be done only after written permission is
received from the Landlord.  Such permission will be granted only
after adequate proof is furnished by a professional engineer that
such floor loading will not endanger the structure.  Business
machines and mechanical equipment in the Premises shall be placed
and maintained by Tenant, at Tenant's expense, in such manner as
shall be sufficient in Landlord's judgment to absorb vibration and
noise and prevent annoyance or inconvenience to Landlord or any
other tenants or occupants of the Building.

            (D)  Tenant will not at any time use or occupy the
Demised Premises in violation of the certificate of occupancy
(temporary or permanent) issued for the Building or portion
thereof of which the Demised Premises form a part.



                  LANDLORD ALTERATION


       5.   (A)       Landlord, at its expense, will perform the work
and make the installations set forth on the Rental Plan annexed
hereto as Exhibit "1" pursuant to the specifications set forth in
Schedule A and Exhibit "2" initialed by Landlord and Tenant and
annexed hereto (which work is sometimes hereinafter referred to as
the "Landlord's Initial Construction"). Tenant shall be
responsible for the cost of all such work in excess of the work
allowance.  Notwithstanding the foregoing, Tenant hereby
acknowledges and agrees that (i) the folding partition in the
executive conference room of the Demised Premises shall be
installed by Landlord at the sole cost and expense of Tenant, and
(ii) Tenant shall reimburse Landlord, upon demand, for the full
amount of any increase in the cost of Landlord's Initial
Construction resulting from changes made by Tenant to the plans
and specifications annexed hereto as Exhibit "2".

            (B) "Landlord's Initial Construction" shall not
include the acquisition, moving or installation of any of Tenant's
personnel, furniture, equipment, decorations, telecommunications
wiring and cabling or work station partitions, which acquisition,
moving and/or installation shall be performed by or on behalf of
Tenant at its sole cost and expense.


                        SERVICES

       6.   As long as Tenant is not in default under any
covenants of this lease, Landlord, during the hours of 8:00 A.M.
to 6:00 P.M. on weekdays ("Working Hours"), excluding legal
holidays, shall furnish the Demised Premises with heat and air-conditioning
in the respective seasons. Notwithstanding the
foregoing, Tenant shall have access to the Demised Premises
twenty-four (24) hours per day, seven (7) days per week.  However,
any use by Tenant of such services to the Demised Premises outside
of Working Hours shall be subject to the provisions of Schedule C. 
Landlord and Tenant acknowledge that Tenant shall pay for all
light and outlet energy consumed in the Demised Premises pursuant
to a separate meter as set forth in Schedule "C".


                   LANDLORD'S REPAIRS


       7.   Landlord, at its expense, will make all the repairs
to and provide the maintenance for the Demised Premises (excluding
painting and decorating) and for all public areas and facilities
as set forth in Schedule B, except such repairs and maintenance as
may be necessitated by the negligence, improper care or use of
such premises and facilities by Tenant, its agents, employees,
licensees or invitees, which will be made by Landlord at Tenant's
expense.


                      WATER SUPPLY


       8.   Landlord, at its expense, shall furnish hot and cold
or tempered water for lavatory purposes only.


                     PARKING FIELD


       9.   Tenant shall have the right to use thirty three
(33) parking spaces for the parking of automobiles of Tenant, its
employees and invitees, in the parking area designated for tenants
of the Building (hereinafter sometimes referred to as "Building
Parking Area"),  subject to the Rules and Regulations now or
hereafter adopted by Landlord.  One (1) such parking space shall
be located in that portion of the Building Parking Area closest to
the main entrance of the Building and shall be marked "Reserved". 
Tenant shall not use nor permit any of its officers, agents or
employees to use any parking spaces in excess of Tenant's allotted
number of spaces therein.


                       DIRECTORY


       10.   Landlord will furnish on the building directories
listings requested by Tenant, however, the total number of lines
on the building directories devoted to Tenant's listings shall not
exceed Tenant's Proportionate Share of the total number of lines
on the building directories devoted to all tenants of the
Building.
The initial listings will be made at Landlord's expense and any
subsequent changes by Tenant shall be made at Tenant's expense. 
Landlord's acceptance of any name for listing on the directory
will not be deemed, nor will it substitute for, Landlord's
consent, as required by this lease, to any sublease, assignment or
other occupancy of the Premises.


                            

               TAXES AND OTHER CHARGES


       11.   (A)  As used in and for the purposes of this
Article 11, the following definitions shall apply:

            (i)  "Taxes" shall be the real estate taxes,
assessments, special or otherwise, sewer rents, rates and charges,
and any other governmental charges, general, specific, ordinary or
extraordinary, presently existing or created hereafter, foreseen
or unforeseen,  and any personal property taxes imposed upon the
fixtures, machinery, equipment, apparatus, systems and
appurtenances in, upon or used in connection with the Real
Property for the operation thereof, which on the basis of any
calendar year or fiscal year may be assessed, levied, confirmed,
imposed upon, or become due and payable out of, or become a lien
against the Real Property.  If at any time during the Term the
method of taxation prevailing at the date hereof shall be altered
so that there shall be levied, assessed or imposed in lieu of, or
as in addition to, or as a substitute for, the whole or any part
of the taxes, levies, impositions or charges now levied, assessed
or imposed on all or any part of the Real Property (a) a tax,
assessment, levy, imposition or charge based upon the rents
received by Landlord, whether or not wholly or partially as a
capital levy or otherwise, or (b) a tax, assessment, levy,
imposition or charge measured by or based in whole or in part upon
all or any part of the Real Property and imposed on Landlord, or
(c) a license fee measured by the rent payable by Tenant to
Landlord, or (d) any other tax, levy, imposition, charge or
license fee however described or imposed; then all such taxes,
levies, impositions, charges or license fees or any part thereof,
so measured or based, shall be deemed to be Taxes.

            (ii)  "Base Year Taxes" shall be the Taxes actually
due and payable with respect to the 1997/98 tax year with respect

to Taxes imposed on a fiscal year basis and the 1997 tax year
with respect to Taxes imposed on a calendar year basis.

            (iii)  "Escalation Year" shall mean each calendar
year which shall include any part of the Demised Term.

            (iv)  "Real Property" shall be the land upon which
the Building stands and any part or parts thereof utilized for
parking, landscaped areas or otherwise used in connection with the
Building, and the Building and other improvements appurtenant
thereto.

       (B)  Tenant shall pay Landlord increases in Taxes levied
against the Real Property as follows:  If the Taxes actually due
and payable with respect to the Real Property in any Escalation
Year shall be increased above the Base Year Taxes, then Tenant
shall pay to Landlord, as additional rent for such Escalation
Year, a sum equal to Tenant's Proportionate Share of said increase
("Tenant's Tax Payment" or "Tax Payment").

       (C)  Landlord shall render to Tenant a statement
containing a computation of Tenant's Tax Payment ("Landlord's
Statement").  Within thirty (30) days after the rendition of the
Landlord's Statement,  Tenant shall pay to Landlord the amount of
Tenant's Tax Payment.  On the first day of each month following
the rendition of each Landlord's Statement, Tenant shall pay to
Landlord, on account of Tenant's next Tax Payment, a sum equal to
one-twelfth (1/12th) of Tenant's last Tax Payment due hereunder,
which sum shall be subject to adjustment for subsequent increases
in Taxes.  Upon Landlord receiving notice of a subsequent increase
in Taxes, Landlord shall have the right to increase the monthly
installments of Tenant's Tax Payment then due from Tenant by an
amount sufficient to compensate Landlord for any previous
deficiencies in installments and thereafter the monthly
installments shall be increased on a pro rata basis so that
installments due from Tenant shall be such as to be sufficient to
fully pay Tenant's Proportionate Share of the respective Taxes at
least one month prior to the due date of such Taxes.

       (D)  If during the Term Taxes are required to be paid as
a tax escrow payment to a mortgagee, then, at Landlord's option,
the installments of Tenant's Tax Payment shall be correspondingly
accelerated so that Tenant's Tax Payment or any installment
thereof
shall be due and payable by Tenant to Landlord at least thirty
(30) days prior to the date such payment is due to such mortgagee.

       (E)  Landlord's failure to render a Landlord's Statement
with respect to any Escalation Year shall not prejudice Landlord's
right to render a Landlord's Statement with respect to any
Escalation Year.  The obligation of Landlord and Tenant under the
provisions of this Article with respect to any additional rent for
any Escalation Year shall survive the expiration or any sooner
termination of the Demised Term.

       (F)  Tenant shall not, without Landlord's prior written
consent, institute or maintain any action, proceeding or
application in any court or body or with any governmental
authority for the purpose of changing the Taxes.  Tenant
acknowledges that Landlord may have, prior to the date of this
lease, initiated application for a decrease in the assessed
valuation with respect to the Real Property.  Tenant acknowledges
and agrees that any reduction in Taxes which may result from any
proceeding involving the application for a decrease in Taxes with
respect to the Real Property will not be paid to Tenant in the
amount of Tenant's Proportionate Share or otherwise and will not
be subtracted from the Taxes payable or paid by Tenant for the tax
year to which the reduction, refund or abatement applies and that
no reimbursement shall be made by Landlord to Tenant after
Landlord receives or is credited with such refund, reduction or
abatement.  If Landlord obtains a (i) reduction or an abatement in
the assessment of the Real Property and/or a (ii) reduction or an
abatement in Base Year Taxes, then Base Year Taxes, as utilized
for purposes of calculating Tenant's Proportionate Share of Taxes
due pursuant to this lease shall be in an amount equal to the tax
rates which were in effect during the base years set forth above
times the assessed valuation of the Real Property as so reduced. 
If during the Term of this lease, Taxes are reduced for any tax
year and a tax certiorari proceeding or any other proceeding,
judicial or otherwise, is pending for the base years (or any of
the base years) then for purposes of calculating Base Year Taxes,
Landlord may utilize such reduced assessed valuation in
calculating Tenant's Proportionate Share of Taxes.  In such an
event, Landlord shall determine Base Year Taxes to be equal to the
tax rates in effect for the base years times the reduced assessed
valuation for such interim year.  After the assessed valuations
for the base years are finally determined, Landlord shall issue a
statement reconciling
all tax years affected by such final
determination and Tenant shall remit such additional funds as
may be payable with respect to Tenant's Proportionate Share of
Taxes, or Landlord shall refund to Tenant any excess payments
made by Tenant with respect to Tenant's Proportionate Share.
However, if Landlord obtains a reduction in tax assessments which
results in a reduction in Taxes for any tax year as a result of
proceedings respecting applications filed or made on or after
the date of execution of this lease, then for purposes of
calculating Tenant's Proportionate Share of Taxes due pursuant
to this lease for such tax year the Taxes imposed shall be reduced
accordingly and, if Landlord shall receive any tax refund or
remission in respect to the Taxes for any tax year which Tenant
has paid Tenant's Proportionate Share of the Taxes as herein 
provided, then Landlord shall reimburse Tenant for Tenant's 
Proportionate Share thereof, after first deducting therefrom
the share of Landlord's cost and expense in procuring such refund
or remission proportionately attributed to the reimbursement due
to Tenant.  Upon written request therefor by Tenant, Landlord shall 
provide Tenant with a copy of the tax xxxx or other appropriate
documentation evidencing a reduction in, or adjustment to, Taxes
for any tax year.  The provisions of this Article 11(F) shall survive
the expiration or earlier termination of this Lease.


                OPERATING COST INCREASES


       12.   (A) For purposes of this lease, the terms
"Operating Costs" and "Base Operating Costs" shall be defined as
follows:  

               (i)    The term "Operating Costs" shall mean
and include the aggregate of all those expenses, adjusted for full
occupancy, to the extent incurred in respect to the operation and
maintenance of the Real Property (as such term is defined in
Article 11(A)(iv)) in accordance with accepted principles of sound
management and accounting practices as applied to the operation
and maintenance of non-institutional first class office
properties, including any and all of the following:  salaries,
wages, hospitalization, medical, surgical and general welfare
benefits (including group life insurance), pension payments,
payroll taxes and workmen's compensation of and respecting
employees of Landlord engaged in the operation and maintenance of
the Real Property (including, among others, that of the Real
Property or Building
manager and such manager's administrative staff);
all insurance
carried by Landlord applicable to the Real Property (including,
without limitation, primary and excess liability, vehicle
insurance, fire and extended coverage, vandalism and all broad
form coverage, riot, strike and war risk insurance, flood
insurance, boiler insurance, plate glass insurance, rent insurance
and sign insurance); maintenance fees; maintenance and repairs of
grounds (including, without limitation, all landscaping, statuary,
exhibits, displays, walks, parking and other vehicle ways and
areas and common areas), underground conduits, pipes, line
equipment and systems; repaving, resurfacing and painting
(including line painting); removal of snow, ice, trash, garbage
and other refuse; public light and power, steam, fuel (including
oil and/or gas used to heat the Building), utility taxes and water
and sewer rental; cleaning, cleaning supplies, uniforms and dry
cleaning and window cleaning; accounting fees; taxes (including,
without limitation, sales and use taxes); service contracts with
independent contractors, energy providers and/or consultants,
security systems and security personnel, and traffic systems and
traffic personnel; telephone, telegraph and stationary;
advertising, and; and all other expenses paid in connection with
the operation of the Real Property.  All such expenses are subject
to Landlord's overhead and administrative cost of fifteen (15%)
percent (which charge shall in no event exceed fifteen (15%)
percent of Base Operating Costs [hereinafter defined]).

               If Landlord shall purchase any item of capital
equipment or make any capital expenditure intended to result in
savings or reductions in Operating Costs and which Landlord
reasonably believes shall provide Tenant with the benefit of a
savings or reduction in such Operating Costs based upon the advice
of Landlord's consultants (such capital costs and expenditures
hereinafter called "Savings Capital Costs"), then the cost for
same shall be included in Operating Costs, to the extent
hereinafter set forth.  Savings Capital Costs shall be included in
Operating Costs in the year in which the costs are incurred and in
any subsequent years, amortized (on a straight-line basis) over
the useful life of such items.  If any such Savings Capital Cost
shall result from the lease by Landlord of capital equipment
designed to result in savings or reductions in any Operating
Costs, then the rentals and other costs paid pursuant to such
leasing shall be included in Operating Costs for the year in which
they were incurred.

               If Landlord shall purchase any item of capital
equipment or make any other capital expenditure in order to comply
with legal requirements, insurance requirements or environmental
laws or in order to benefit or increase the safety and security of
the Building, the Real Property, or its tenants and/or invitees
(such capital costs and expenditures hereinafter called "Safety
Capital Costs"), then the costs for same shall be included in
Operating Costs for the year in which the costs are incurred and
in any subsequent years, amortized (on a straight-line basis) over
the useful life of such items.  If any such Safety Capital Cost
shall result from the leasing by Landlord of capital equipment to
comply with legal requirements, insurance requirements,
environmental laws or to increase safety and security then, in
such event, the rentals and other costs paid pursuant to such
leasing shall be included in Operating Costs for the year in which
they were incurred.

       
                 Operating Costs shall not include:  (1)
expenses for repairs or other work occasioned by fire or other
insured casualty; (2) expenses incurred in connection with leasing
and procuring new tenants; (3) interest or amortization payments
on any mortgage or mortgages, and rental under any ground or
underlying leases; (4) wages, salaries or other compensation paid
to any executive employee of Landlord above the grade of Real
Property or Building manager; (5) capital expenditures (except for
Savings Capital Costs and Safety Capital Costs); (6) leasing
commissions; (7) advertising and/or promotional expenses; and/or
(8) costs incurred in connection with the correction of any
construction defects.

            (ii) The term "Base Operating Costs" shall mean the
Operating Costs in effect for the calendar year ending December
31, 1998 (whether or not retroactively determined).

       (B)  Tenant shall pay to Landlord increases in Operating
Costs as follows:  If the Operating Costs actually incurred by
Landlord in any Escalation Year (as such term is defined in
Article 11(A)(iii)) shall exceed the Base Operating Costs, then
Tenant shall pay to Landlord, as additional rent for said
Escalation Year, a sum equal to Tenant's Proportionate Share of
the difference between said Operating Costs and the Base Operating
Costs ("Tenant's Cost Payment" or "Cost Payment").    

       (C)  Landlord shall render to Tenant a statement
containing a computation of Tenant's Cost Payment ("Landlord's
Cost Statement") with respect to each Escalation Year occurring in
whole or part during the Term of this lease.  Within thirty (30)
days after rendition of Landlord's Cost Statement relating to the
first Escalation Year, Tenant shall pay to Landlord, as additional
rent, the full amount of Tenant's Cost Payment shown thereon.  In
addition, on the first day of each month following the rendition
of each Landlord's Cost Statement, Tenant shall pay to Landlord,
on account of Tenant's next Cost Payment, a sum equal to
one-twelfth (1/12th) of Tenant's last Cost Payment due hereunder,
which sum shall be subject to adjustment for subsequent increases
in Operating Costs.

       (D)  All Landlord's Costs Statements after the first
Landlord's Cost Statement shall include the following amounts with
respect to the Escalation Year to which they apply:  (i) the total
Operating Costs incurred by Landlord during the Escalation Year in
question; (ii) Tenant's Cost Payment for such Escalation Year;
(iii) all amounts paid by Tenant during such Escalation Year on
account of the subject Cost Payment; and (iv) the amount of the
difference, if any, between Cost Payment for such Escalation Year
and the amounts paid by Tenant during such Escalation Year on
account of the subject Cost Payment.  Within thirty (30) days
after the rendition of such Landlord's Cost Statement, Tenant
shall pay to Landlord, as additional rent, the amount of the
difference referred to in (iv) above, if any.  In addition,
together with such payment, Tenant shall pay to Landlord, for each
month that has transpired since the commencement of the current
Escalation Year and the rendition of the subject Landlord's Cost
Statement, the difference between one-twelfth (1/12th) of the Cost
Payment shown on such statements and the monthly payments toward
Tenant's Cost Payment made by Tenant for the prior months of such
current Escalation Year.  In addition, on the first day of each
month following the rendition of the subject Landlord's Cost
Statement, Tenant shall pay to landlord, on account of the next
Tenant's Cost Payment, one-twelfth (1/12th) of the Cost Payment
shown on the subject Landlord's Cost Statement.

       (E)  [INTENTIONALLY OMITTED.].  

       (F)  Every notice given by Landlord pursuant to this
Article, including, without limitation, Landlord's Cost Statement,
shall be
conclusive and binding upon Tenant unless within thirty (30) days
after the receipt of such notice, Tenant shall notify Landlord
that it disputes the correctness of the notice, specifying the
particular respects in which the notice is claimed to be
incorrect.  Pending the determination of such dispute by agreement
or otherwise, Tenant shall pay additional rent or accept credit in
accordance with Landlord's notice and such payment or acceptance
shall be without prejudice to Tenant's position.  If the dispute
shall be determined in Tenant's favor, Landlord shall forthwith
pay Tenant the amount of Tenant's overpayment of rents resulting
from compliance with Landlord's Cost Statement.

       (G)  Landlord's failure to render a Landlord's Cost
Statement with respect to any Escalation Year shall not prejudice
Landlord's right to render a Landlord's Cost Statement with
respect to any Escalation Year.  However, in the event Landlord
fails to render any Landlord's Cost Statement by March 1st of the
year following the subject Escalation Year (the "Target Date"),
the time period during which Tenant must pay the difference (if
any) referenced in clause (iv) of Article 12(D) above shall be
extended by the number of days between the Target Date and the
date such Landlord's Cost Statement is actually rendered.  The
obligations of Tenant under the provisions of this Article with
respect to any additional rent for any Escalation Year shall
survive the expiration or any sooner termination of the Demised
Term.  

                    TENANT'S REPAIRS


       13.   Tenant shall take good care of the Demised Premises
and, subject to the provisions of Article 7 hereof, Landlord at
the expense of Tenant, shall make as and when needed as a result
of misuse or neglect by Tenant or Tenant's servants, employees,
agents or licensees, all repairs in and about the Demised Premises
necessary to preserve them in good order and condition.  Except as
provided in Article 26 hereof, there shall be no allowance to
Tenant for a diminution of rental value and no liability on the
part of Landlord by reason of inconvenience, annoyance or injury
to business arising from Landlord, Tenant or others making any
repairs, alterations, additions or improvements in or to any
portion of the Building or of Demised Premises, or in or to the
fixtures, appurtenances or equipment thereof, and no liability
upon
Landlord for failure of Landlord or others to make any repairs,
alterations, additions or improvements in or to any portion of the
Building or of the Demised Premises, or in or to the fixtures,
appurtenances or equipment thereof.


                FIXTURES & INSTALLATIONS


       14.  All appurtenances, fixtures, improvements, additions
and other property attached to or built into the Demised Premises,
whether by Landlord or Tenant or others, and whether at Landlord's
expense, or Tenant's expense, or the joint expense of Landlord and
Tenant, shall be and remain the property of Landlord (except for
purposes of sales tax which shall remain Tenant's obligation). 
All trade fixtures, furniture, furnishings and other articles of
movable personal property owned by Tenant and located within the
Premises (collectively, "Tenant's Property") may be removed from
the Premises by Tenant at any time during the Term.  Any telephone
switching systems or components and/or any data or voice
communication equipment installed in the Demised Premises by or on
behalf of Tenant shall remain the property of Tenant and Tenant
shall be required to remove same upon the expiration or earlier
termination of this Lease.  Such telephone switching systems and
components and/or data or voice communication equipment shall be
included in the definition of the term "Tenant's Property". 
Tenant, before so removing Tenant's Property, shall establish to
Landlord's satisfaction that no structural damage or change will
result from such removal and that Tenant can and promptly will
repair and restore any damage caused by such removal without cost
or charge to Landlord.  Any repair made necessary as a result of
such removal shall itself be deemed an Alteration (as defined in
Article 15 below) within the purview of this lease. Any Tenant's
Property for which Landlord shall have granted any allowance,
contribution or credit to Tenant shall, at Landlord's option, not
be so removed.  All the outside walls of the Demised Premises
including corridor walls and the outside entrance doors to the
Demised Premises, any balconies, terraces or roofs adjacent to the
Demised Premises, and any space in the Demised Premises used for
shafts, stacks, pipes, conduits, ducts or other building
facilities, and the use thereof, as well as access thereto in and
through the Demised Premises for the purpose of operation,
maintenance, decoration and repair, are expressly reserved

to Landlord, and Landlord does not convey any rights to Tenant
therein.  Notwithstanding the foregoing, Tenant shall enjoy full
right of access to the Demised Premises through the public
entrances, public corridors and public areas within the Building.


                      ALTERATIONS


     15.  (A)  After completion of Landlord's Initial
Construction as set forth in Article 5 hereof, Tenant shall make
no alterations,  installations, additions or improvements
(hereinafter collectively referred to as "Alterations") in or to
the Demised Premises. Tenant may make written request to Landlord
that certain Alterations be made to the Demised Premises, but all
such Alterations shall be performed, if at all, (i) in the sole
and absolute discretion of Landlord (including, the manner and
timing of such performance), (ii) by Landlord or its designee and
(iii) at the sole cost and expense of Tenant.  Any Alteration to
be performed in, on or to the Demised Premises shall be performed
by Landlord (which term as used in this Article 15(A) shall be
deemed to include Landlord and/or Landlord's contractor) and
Tenant shall pay Landlord for the value of such Alteration.  As
used herein, the term "value" shall mean that Landlord shall
perform all work in connection with the Alteration on a "cost-plus"
basis, whereby "value" shall include, but not be limited to,
the cost of sub-contractors, material, equipment rental, permits,
fees, taxes, insurance, debris removal, safety, labor, project
management and all other expenses incurred by Landlord in the
performance of such work and shall also include a general
contractor's fee equal to (i) fifteen (15%) percent (with regard
to Alteration projects having an out-of-pocket cost of less than
$150,000.00), or (ii) ten (10%) percent (with respect to
Alteration projects having an out-of-pocket cost of $150,000.00 or
more),  of the total of all other costs included in the
calculation thereof.

        (B)    Notwithstanding the foregoing, Tenant may make
certain non-structural, non-permanent changes or additions to the
interior of the Demised Premises which are deemed, in the sole and
absolute discretion of Landlord, decorative in nature, including,
by way of example, painting the walls or recarpeting the floors,
provided that Tenant provides written notice to Landlord of such
change or addition prior to its performance.  

                 REQUIREMENTS OF LAW


     16.  (A)  Tenant, at Tenant's sole cost and expense, shall
comply with all statutes, laws, ordinances, orders, regulations
and notices of Federal, State, County and Municipal authorities,
and with all directions, pursuant to law, of all public officers,
which shall impose any duty upon Landlord or Tenant with respect
to the Demised Premises or the use or occupation thereof, except
that Tenant shall not be required to make any structural
alterations in order so to comply unless such alterations shall be
necessitated or occasioned, in whole or in part, by the acts,
omissions, or negligence of Tenant or any person claiming through
or under Tenant or any of their servants, employees, contractors,
agents, visitors or licensees, or by the use or occupancy or
manner of use or occupancy of the Demised Premises by Tenant, or
any such person.

        (B)    The parties acknowledge that there are certain
Federal,  State and local laws, regulations and guidelines now in
effect and that additional laws, regulations and guidelines may
hereafter be enacted, relating to or affecting the Premises, the
Building, and the land of which the Premises and the Building may
be a part, concerning the impact on the environment of
construction, land use, the maintenance and operation of
structures and the conduct of business.  Tenant will not cause, or
permit to be caused, any act or practice, by negligence, omission,
or otherwise, that would adversely affect the environment or do
anything or permit anything to be done that would violate any of
said laws, regulations, or guidelines.  Any violation of this
covenant shall be an event of default under this lease.

        (C)    Tenant shall keep or cause the Premises to be
kept free of Hazardous Materials (hereinafter defined).  Without
limiting the foregoing, Tenant shall not cause or permit the
Premises to be used to generate, manufacture, refine, transport,
treat, store, handle, dispose, transfer, produce or process
Hazardous Materials, except in compliance with all applicable
Federal, State and Local laws or regulations, nor shall Tenant
cause or permit, as a result of any intentional or unintentional
act or omission on the part of Tenant or any person or entity
claiming through or under Tenant or any of Tenant's employees,
contractors, agents, visitors or licensees (collectively, "Related

Parties"), a release of Hazardous Materials onto the Premises or
onto any other property.  Tenant shall comply with and ensure
compliance by all Related Parties with all applicable Federal,
State and Local laws, ordinances, rules and regulations, whenever
and by whomever triggered, and shall obtain and comply with, and
ensure that all Related Parties obtain and comply with, any and
all approvals, registrations or permits required thereunder.  With
respect to Hazardous Materials brought onto or generated on the
Premises by Tenant or Related Parties, as described herein, Tenant
shall (i) conduct and complete all investigations, studies,
samplings, and testing, and all remedial removal and other actions
necessary to clean up and remove such Hazardous Materials, on,
from, or affecting the Premises (a) in accordance with all
applicable Federal, State and Local laws, ordinances, rules,
regulations, policies, orders and directives, and (b) to the
satisfaction of Landlord, and (ii) defend, indemnify, and hold
harmless Landlord, its employees, agents, officers, and directors,
from and against any claims, demands, penalties, fines,
liabilities, settlements, damages, costs, or expenses of whatever
kind or nature, known or unknown, contingent or otherwise, arising
out of, or in any way related to, (a) the presence, disposal,
release, or threatened release of such Hazardous Materials which
are on, from, or affecting the soil, water, vegetation, buildings,
personal property, persons, animals, or otherwise; (b) any
personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to such Hazardous
Materials; (c) any lawsuit brought or threatened, settlement
reached, or government order relating to such Hazardous Materials;
and/or (d) any violation of laws, orders, regulations,
requirements, or demands of government authorities, or any
policies or requirements of Landlord which are based upon or in
any way related to such Hazardous Materials, including, without
limitation, attorney and consultant fees, investigation and
laboratory fees, court costs, and litigation expenses.  In the
event this lease is terminated, or Tenant is dispossessed, Tenant
shall deliver the Premises to Landlord in an environmental
condition at least as good as the environmental condition of the
Premises on the Term Commencement Date.  For purposes of this
paragraph, "Hazardous Materials" includes, without limitation, any
flammable explosives, radioactive materials, hazardous materials,
hazardous wastes, hazardous or toxic substances, or related
materials defined in the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C.
Sections 9601, et seq.), the Hazardous Materials

Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.),
the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Sections 9601, et seq.), and in the regulations adopted and
publications promulgated pursuant thereto, or any other Federal,
State or Local environmental law, ordinance, rule, or regulation.


                      END OF TERM


     17.  (A) Upon the expiration or other termination of the
Term of this lease, Tenant shall, at its own expense, quit and
surrender to Landlord the Demised Premises, broom clean, in good
order and condition, ordinary wear, tear and damage by fire or
other insured casualty excepted, and Tenant shall remove all of
its property and shall pay the cost to repair all damage to the
Demised Premises or the Building occasioned by such removal.  Any
property not removed from the Premises shall be deemed abandoned
by Tenant and may be retained by Landlord, as its property, or
disposed of in any manner deemed appropriate by the Landlord.  Any
expense incurred by Landlord in removing or disposing of such
property shall be reimbursed to Landlord by Tenant on demand. 
Tenant's obligation to observe or perform this covenant shall
survive the expiration or other termination of the Term of this
lease.  If the last day of the Term of this lease or any renewal
hereof falls on Sunday or a legal holiday, this lease shall expire
on the business day immediately preceding.  Tenant's obligations
under this Article 17 shall survive the Expiration Date or sooner
termination of this lease.

        (B) In the event of any holding over by Tenant after the
expiration or termination of this lease without the consent of
Landlord,  Tenant shall:

          (i)  pay as holdover rental for each month of the
holdover tenancy an amount equal to (x) one hundred twenty-five
(125%) percent of the Rent payable by Tenant for the third month
prior to the Expiration Date of the term of this lease (for the
first seventy-five (75) days following the date of expiration or
termination), and (y)  one hundred fifty (150%) percent of the
Rent payable by Tenant for the third month prior to the Expiration
Date of the term of this lease (for all periods following the
seventy-fifth (75th) day after the date of expiration or
termination), and
otherwise observe, fulfill and perform all of its obligations
under this lease, including but not limited to, those pertaining
to additional rent, in accordance with its terms; 

          (ii)  be liable to Landlord for any payment or rent
concession which Landlord may be required to make to any tenant in
order to induce such tenant not to terminate an executed lease
covering all or any portion of the Premises by reason of the
holdover over by Tenant; and

          (iii)  be liable to Landlord for any damages suffered
by Landlord as the result of Tenant's failure to surrender the
Premises.  

        No holding over by Tenant after the Term shall operate
to extend the Term. 

        The holdover, with respect to all or any part of the
Premises, of a person deriving an interest in the Premises from or
through Tenant, including, but not limited to, an assignee or
subtenant, shall be deemed a holdover by Tenant. 

        Notwithstanding anything in this Article contained to
the contrary, the acceptance of any Rent paid by Tenant pursuant
to this Paragraph 17(B), shall not preclude Landlord from
commencing and prosecuting a holdover or eviction action or
proceeding or any action or proceeding in the nature thereof.  The
preceding sentence shall be deemed to be an "agreement expressly
providing otherwise" within the meaning of Section 232-c of the
Real Property Law of the State of New York and any successor law
of like import. 

        (C)  If at any time during the last six (6) months of
the Term, Tenant shall have removed all or substantially all of
Tenant's property from the Premises, Landlord may, and Tenant
hereby irrevocably grants to Landlord a license to, immediately
enter and alter, renovate and redecorate the Premises, without
elimination, diminution or abatement of Rent, or incurring
liability to Tenant for any compensation, and such acts shall have
no effect upon this lease.



                    QUIET ENJOYMENT


     18.  Landlord covenants and agrees with Tenant that upon
Tenant paying the Rent and additional rent and observing and
performing all the terms, covenants and conditions on Tenant's
part to be observed and performed, Tenant may peaceably and
quietly enjoy the Demised Premises during the Term of this lease
without hindrance or molestation by anyone claiming by or through
Landlord, subject, nevertheless, to the terms, covenants and
conditions of this lease including, but not limited to, Article
23.


                         SIGNS


     19.  No signs or lettering of any nature may be put on or
in any window or on the exterior of the Building or elsewhere
within the Demised Premises such as will be visible from the
street.  No sign or lettering in the public corridors or on the
doors is permitted except where Tenant has obtained the prior
written consent of Landlord to all such signs or lettering and all
sources constructing or furnishing such signs or lettering.


                 RULES AND REGULATIONS


     20.  Tenant and Tenant's agents, employees, visitors, and
licensees shall faithfully observe and comply with, and shall not
permit violation of, the Rules and Regulations set forth on
Schedule D annexed hereto and made part hereof, and with such
further reasonable Rules and Regulations as Landlord at any time
may make and communicate in writing to Tenant which, in Landlord's
judgment, shall be necessary for the reputation, safety, care and
appearance of the Building and the land allocated to it or the
preservation of good order therein, or the operation or
maintenance of the Building, and such land, its equipment, or the
more useful occupancy or the comfort of the tenants or others in
the Building.  Landlord shall not be liable to Tenant for the
violation of any of said Rules and Regulations, or the breach of
any covenant or condition, in any lease by any other tenant in the
Building.


               RIGHT TO SUBLET OR ASSIGN


     21.  (A)  Tenant shall not assign this lease nor sublet the
Demised Premises or any part thereof, by operation of law or
otherwise, including, without limitation, an assignment or
subletting as defined in (D) below, without the prior written
consent of Landlord in each instance, which consent shall not be
unreasonably withheld.  Tenant may assign this lease or sublet all
or a portion of the Demised Premises with Landlord's prior written
consent, provided:

        (i)    That such assignment or sublease is for a use
which is in compliance with this lease and the then existing
zoning regulations and the Certificate of Occupancy;

         (ii)  That, at the time of such assignment or
subletting, there is no default under the terms of this lease on
the Tenant's part;

        (iii)  That, in the event of an assignment, the
assignee shall assume in writing the performance of all of the
terms and obligations of the within lease;

         (iv)  That a duplicate original of said assignment or
sublease shall be delivered by certified mail to the Landlord at
the address herein set forth within ten (10) days from the said
assignment or sublease and within ninety (90) days of the date
that Tenant first advises Landlord of the name and address of the
proposed subtenant or assignee, as required pursuant to
subparagraph (B) hereof;

          (v)  Such assignment or subletting shall not,
however, release the within Tenant or any successor tenant or any
guarantor from their liability for the full and faithful
performance of all of the terms and conditions of this lease;

         (vi)  If this lease be assigned, or if the Demised
Premises or any part thereof be underlet or occupied by anybody
other than Tenant, Landlord may after default by Tenant collect
rent from the assignee, undertenant or occupant, and apply the net
amount collected to the rent herein reserved; and

         (vii) That, in the event Tenant shall request
Landlord's consent to a proposed assignment of this lease or
proposed sublease of all or a portion of the Demised Premises,
Tenant shall pay or reimburse to Landlord the reasonable attorney
fees incurred by Landlord in processing such request (to a maximum
of $500.00).

        (B)    Notwithstanding anything contained in this
Article 21 to the contrary, no assignment or underletting shall be
made by Tenant in any event until Tenant has offered to terminate
this lease as of the last day of any calendar month during the
Term hereof and to vacate and surrender the Demised Premises to
Landlord on the date fixed in the notice served by Tenant upon
Landlord (which date shall be prior to the date of such proposed
assignment or the commencement date of such proposed lease). 
Simultaneously with said offer to terminate this lease, Tenant
shall advise the Landlord, in writing, of the name and address of
the proposed assignee or subtenant, a reasonably detailed
statement of the proposed subtenant/assignee's business,
reasonably detailed financial references, and all the terms,
covenants, and conditions of the proposed sublease or assignment.

        (C)    Tenant may, without the consent of Landlord,
assign this lease to an affiliated (i.e., a corporation 20% or
more of whose capital stock is owned by the same stockholders
owning 20% or more of Tenant's capital stock), parent or
subsidiary corporation of Tenant or to a corporation to which it
sells or assigns all or substantially all of its assets or stock
or with which it may be consolidated or merged, provided such
purchasing, consolidated, merged, affiliated or subsidiary
corporation shall, in writing, assume and agree to perform all of
the obligations of Tenant under this lease and it shall deliver
such assumption with a copy of such assignment to Landlord within
ten (10) days thereafter, and provided further than Tenant shall
not be released or discharged from any liability under this lease
by reason of such assignment.

        (D)  For purposes of this Article 21, (i) the transfer
of a majority of the issued and outstanding capital stock of any
corporate tenant, or of a corporate subtenant, or the transfer of
a majority of the total interest in any partnership tenant or
subtenant, however accomplished, whether in a single transaction
or in a series of related or unrelated transactions, shall be
deemed an assignment of this lease, or of such sublease, as the
case may be; (ii) any person or legal representative of Tenant, to
whom
Tenant's interest under this lease passes by operation of law or
otherwise, shall be bound by the provisions of this Article 21;
and (iii) a modification or amendment of a sublease shall be
deemed a sublease. 

        (E)    Whenever Tenant shall claim under this Article
or any other part of this lease that Landlord has unreasonably
withheld or delayed its consent to some request of Tenant, Tenant
shall have no claim for damages by reason of such alleged
withholding or delay, and Tenant's sole remedy thereof shall be a
right to obtain specific performance or injunction but in no event
with recovery of damages.

        (F)    Tenant shall not mortgage, pledge, hypothecate
or otherwise encumber its interest under this lease without
Landlord's prior written consent.

        (G)    Without affecting any of its other obligations
under this lease, except with respect to any permitted assignment
or subletting under Article 21(C) hereof, Tenant will pay Landlord
as additional rent any sums or other economic consideration, which
(i) are due and payable to Tenant as a result of any permitted
assignment or subletting whether or not referred to as rentals
under the assignment or sublease (after deducting therefrom the
reasonable costs and expenses incurred by Tenant in connection
with the assignment or subletting in question provided such costs
were approved by Landlord when it approved the assignment or
sublease); and (ii) exceed in total the sums which Tenant is
obligated to pay Landlord under this lease (prorated to reflect
obligations allocable to that portion of the Demised Premises
subject to such assignment or sublease), it being the express
intention of the parties that Tenant shall not in any manner
whatsoever be entitled to any profit by reason of such sublease or
assignment.  The failure or inability of the assignee or subtenant
to pay rent pursuant to the assignment or sublease will not
relieve Tenant from its obligations to Landlord under this Article
21(G).  Tenant will not amend the assignment or sublease in such a
way as to reduce or delay payment of amounts which are provided in
the assignment or sublease approved by Landlord.

        (H)    Landlord agrees that it shall not unreasonably
withhold its consent to a subletting or assignment in accordance
with the terms of this Article 21.  In determining reasonableness,



there shall be taken into account the character and reputation of
the proposed subtenant or assignee, the specific nature of the
proposed subtenant's or assignee's business and whether same is in
keeping with other tenancies in the building; the financial
standing of the proposed subtenant or assignee; and the impact of
all of the foregoing upon the Building and the other tenants of
Landlord therein.  Landlord shall not be deemed to have
unreasonably withheld its consent if it refuses to consent to a
subletting or assignment to an existing tenant in any building in
the Tarrytown area which is owned by Landlord or its affiliate or
to a proposed subtenant or assignee with whom Landlord is
negotiating a lease or if at the time of Tenant's request, Tenant
is in default, beyond applicable grace and notice periods provided
herein for the cure thereof, of any of the terms, covenants and
conditions of this lease to be performed by Tenant.  At least
thirty (30) days prior to any proposed subletting or assignment,
Tenant shall submit to Landlord a written notice of the proposed
subletting or assignment, which notice shall contain or be
accompanied by the following information:

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

        (ii)    the nature and character of the business of the
proposed subtenant or assignee and its proposed use of the
premises to be demised;

        (iii)   the most recent three (3) years of balance
sheets and profit and loss statements of the proposed subtenant or
assignee or other financial information satisfactory to Landlord;
and

        (iv)   such shall be accompanied by a copy of the
proposed sublease or assignment of lease.

Notwithstanding the foregoing, Tenant agrees that it and anyone
holding through Tenant shall not sublet or assign all or any
portion of the Demised Premises to any subtenant or assignee who
will use the Demised Premises or a portion thereof for any of the
following designated uses nor for any other use which is
substantially similar to any one of the following designated uses:

        (i)      federal, state or local governmental division,
department or agency which generates heavy public traffic,
including, without limitation, court, social security offices,
labor department office, drug enforcement agency, motor vehicle
agency, postal service, military recruitment office; 

        (ii)   union or labor organization;

        (iii)  office for the practice of medicine, dentistry
or the rendering of medical procedures ;

        (iv)   chemical or pharmaceutical company provided;
however, that the subletting or assignment to such a company which
will use the premises only for executive, general and sales
offices and waive the right to conduct any research and
development shall not be prohibited; or

        (v)    brokerage firm.


             LANDLORD'S ACCESS TO PREMISES


     22.  (A)  Landlord or Landlord's agents shall have the right
to enter and/or pass through the Demised Premises at all
reasonable times on reasonable notice, except in an emergency, to
examine the same, and to show them to ground lessors, prospective
purchasers or lessees or mortgagees of the Building, and to make
such repairs, improvements or additions as Landlord may deem
necessary or desirable, and Landlord shall be allowed to take all
material into and upon and/or through said Demised Premises that
may be required therefor.  During the nine (9) months prior to the
expiration of the Term of this lease, or any renewal term,
Landlord may exhibit the Demised Premises to prospective tenants
or purchasers at all reasonable hours and without unreasonably
interfering with Tenant's business.  If Tenant shall not be
personally present to open and permit an entry into said premises
at any time, when for any reason an entry therein shall be
necessary or permissible, Landlord or Landlord's agents may enter
the same by a master key, or forcibly, without rendering Landlord
or such agent liable therefor (if during such entry Landlord or
Landlord's agents shall accord reasonable care to Tenant's
property).


        (B)    Landlord shall also have the right, at any time,
to change the arrangement and/or location of entrances or
passageways, doors and doorways, and corridors, elevators, stairs,
toilets, or other public parts of the Building, provided, however,
that Landlord shall make no change in the arrangement and/or
location of entrances or passageways or other public parts of the
Building which will adversely affect in any material manner
Tenant's use and enjoyment of the Demised Premises.  Landlord
shall also have the right, at any time, to name the Building,
including, but not limited to, the use of appropriate signs and/or
lettering on any or all entrances to the Building, and to change
the name, number or designation by which the Building is commonly
known.

        (C)    Neither this lease nor any use by Tenant shall
give Tenant any right or easement to the use of any door or
passage or concourse connecting with any other building or to any
public conveniences, and the use of such doors and passages and
concourse and of such conveniences may be regulated and/or
discontinued at any time and from time to time by Landlord without
notice to Tenant.

        (D)    The exercise by Landlord or its agents of any
right reserved to Landlord in this Article shall not constitute an
actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant
from any of its obligations under this lease, or impose any
liability upon Landlord, or its agents, or upon any lessor under
any ground or underlying lease, by reason of inconvenience or
annoyance to Tenant, or injury to or interruption of Tenant's
business, or otherwise.


                     SUBORDINATION

     23.  (A)  This lease and all rights of Tenant hereunder
are, and shall be, subject and subordinate in all respects to all
ground leases and/or underlying leases and to all first mortgages
and building loan agreements which may now or hereafter be placed
on or affect such leases and/or the Real Property of which the
Demised Premises form a part, or any part or parts of such Real
Property, and/or Landlord's interest or estate therein, and to
each advance made and/or hereafter to be made under any such
mortgages, and to
all renewals, modifications, consolidations,
replacements and extensions thereof and all substitutions therefor.
This Section A shall be self-operative and no further instrument of
subordination shall be required.  In confirmation of such subordination,
Tenant shall execute and deliver promptly any certificate that Landlord
and/or any mortgagee and/or the lessor under any ground or
underlying lease and/or their respective successors in interest
may request.

        (B)    Without limitation of any of the provisions of
this lease, in the event that any mortgagee or its assigns shall
succeed to the interest of Landlord or of any successor-Landlord
and/or shall have become lessee under a new ground or underlying
lease, then, at the option of such mortgagee, this lease shall
nevertheless continue in full force and effect and Tenant shall
and does hereby agree to attorn to such mortgagee or its assigns
and to recognize such mortgagee or its respective assigns as its
Landlord.

        (C)    Tenant shall, at any time and from time to time,
upon not less than five (5) days prior notice by Landlord,
execute, acknowledge and deliver to Landlord a statement in
writing certifying that this lease is unmodified and in full force
and effect (or if there have been modifications, that the same is
in full force and effect as modified and stating the modification)
and the dates to which the Rent, additional rent and other charges
have been paid in advance, if any, and stating whether or not to
the best knowledge of the signer of such certificate Landlord is
in default in performance of any covenant, agreement, term,
provision or condition contained in this lease, and if so,
specifying each such default of which the signer may have
knowledge, it being intended that any such statement delivered
pursuant hereto may be relied upon by any prospective purchaser or
lessee of said real property or any interest or estate therein,
any mortgagee or prospective mortgagee thereof, or any prospective
assignee of any mortgage thereof.  If, in connection with
obtaining financing for the Building and the land allocated to it,
a banking, insurance or other recognized institutional lender
shall request reasonable modifications in this lease as a
condition to such financing, Tenant will not unreasonably
withhold, delay or defer its consent thereof, provided that such
modifications do not increase the obligations of Tenant hereunder
or materially adversely affect the leasehold interest hereby
created.  If, in connection with such financing, such
institutional lender shall require financial
audited information
on the Tenant, Tenant shall promptly comply with such request.

        (D)    The Tenant covenants and agrees that if by
reason of a default under any underlying lease (including an
underlying lease through which the Landlord derives its leasehold
estate in the premises), such underlying lease and the leasehold
estate of the Landlord in the premises demised hereby is
terminated, providing notice has been given to the Tenant and
leasehold mortgagee, the Tenant will attorn to the then holder of
the reversionary interest in the premises demised by this lease or
to anyone who shall succeed to the interest of the Landlord or to
the lessee of a new underlying lease entered into pursuant to the
provisions of such underlying lease, and will recognize such
holder and/or such lessee as the Tenant's landlord of this lease. 
The Tenant agrees to execute and deliver, at any time and from
time to time, upon the request of the Landlord or of the lessor
under any such underlying lease, any instrument which may be
necessary or appropriate to evidence such attornment.  The Tenant
further waives the provision of any statute or rule of law now or
hereafter in effect which may give or purport to give the Tenant
any right of election to terminate this lease or to surrender
possession of the premises hereby in the event any proceeding is
brought by the lessor under any underlying lease to terminate the
same, and agrees that unless and until any such lessor, in
connection with any such proceeding, shall elect to terminate this
lease and the rights of the Tenant hereunder, this lease shall not
be affected in any way whatsoever by any such proceeding.  


          PROPERTY LOSS, DAMAGE REIMBURSEMENT


     24.  Landlord or its agents shall not be liable for any
damages to property of Tenant or of others entrusted to employees
of the Building.  Landlord or its agents shall not be liable for
any injury or damage to persons or property resulting from theft,
fire, explosion, falling plaster, steam, gas, electricity,
electrical disturbance, water, rain or snow or leaks from any part
of the Building or from the pipes, appliances or plumbing works or
from the roof, street or subsurface or from any other place or by
dampness or by any other cause of whatsoever nature, unless caused
by or due to the negligence of Landlord, its agents, servants or



employees; nor shall Landlord or its agents be liable for any such
damage caused by other tenants or persons in the Building or
caused by operations in construction of any private, public or
quasi-public work; nor shall Landlord be liable for any latent
defect in the Demised Premises or in the Building.  If at any time
any windows of the Demised Premises are temporarily closed or
darkened incident to or for the purpose of repairs, replacements,
maintenance and/or cleaning in, on, to or about the Building or
any part or parts thereof, Landlord shall not be liable for any
damage Tenant may sustain thereby and Tenant shall not be entitled
to any compensation therefor nor abatement of rent nor shall the
same release Tenant from its obligations hereunder nor constitute
an eviction.  Tenant shall reimburse and compensate Landlord as
additional rent for all expenditures (including, without
limitation, reasonable attorneys' fees) made by, or damages or
fines sustained or incurred by, Landlord due to non-performance or
non-compliance with or breach or failure to observe any term,
covenant or condition of this lease upon Tenant's part to be kept,
observed, performed or complied with.  Tenant shall give immediate
notice to Landlord in case of fire or accidents in the Demised
Premises or in the Building or of defects therein or in any
fixtures or equipment.


                    MUTUAL INDEMNITY


     25.  (A)  Tenant shall indemnify and save harmless
Landlord against and from any and all claims by or on behalf of
any person or persons, firm or firms, corporation or corporations
arising from the conduct or management of or from any work or
other thing whatsoever done (other than by Landlord or its
contractors or the agents or employees of either) in and on the
Demised Premises during any other period of occupancy by Tenant
including the Term of this lease and during the period of time, if
any, prior to the specified commencement date that Tenant may have
been given access to the Demised Premises for the purpose of
making installations, and will further indemnify and save harmless
Landlord against and from any and all claims arising from any
condition of the Demised Premises or Tenant's occupancy thereof
due to or arising from any act or omissions or negligence of
Tenant or any of its agents, contractors, servants, employees,
licensees or invitees and against and from all costs, expenses,
and liabilities incurred in
connection with any such claim or claims
or action or proceeding brought thereon; and in case any action or
proceeding be brought against Landlord by reason of any such claim,
Tenant, upon notice from Landlord, agrees that Tenant, at Tenant's 
expense, will resist or defend such action or proceeding and will
employ counsel therefor reasonably satisfactory to Landlord.

        (B)    Landlord shall indemnify and save harmless
Tenant against and from any and all claims by or on behalf of any
person or persons, firm or firms, corporation or corporations
arising from the conduct or management of or from any work or
other thing whatsoever done (other than by Tenant or Tenant's
contractors, agents or employees) in and on the common areas of
the Building during any period of occupancy by Tenant including
the Term of this lease and during the period of time, if any,
prior to the specified commencement date that Tenant may have been
given access to the Demised Premises for the purpose of making
installations, and will further indemnify and save harmless Tenant
against and from any and all claims any condition of the common
areas of the Building due to or arising from any acts or omissions
or negligence of Landlord or any of its agents, contractors,
servants, employees, licensees or invitees and against and from
all costs, expenses, and liabilities incurred in connection with
any such claim or claims or action or proceeding brought thereon;
and in case any action or proceeding be brought against Tenant by
reason of any such claim, Landlord, upon notice from Tenant,
agrees that Landlord, at Landlord's expense, will resist or defend
such action or proceeding and will employ counsel therefor
reasonably satisfactory to Tenant.


          DESTRUCTION - FIRE OR OTHER CASUALTY


     26.  (A)  Except as otherwise provided herein, if the
Premises or any part thereof shall be damaged by fire or other
casualty and Tenant gives prompt notice thereof to Landlord,
Landlord shall proceed with reasonable diligence to repair or
cause to be repaired such damage.  The Rent shall be abated to the
extent that the Premises shall have been rendered untenantable,
such abatement to be from the date of such damage or destruction
to the date the Premises shall be substantially repaired or
rebuilt to the condition existing immediately prior to the
occurrence of such fire or other casualty (excluding any personal
property of Tenant
located therein), in proportion which the area
of the part of the Premises so rendered untenantable bears to the total 
area of the Premises.




        (B)    If the Premises shall be totally damaged or
rendered wholly untenantable by fire or other casualty, and
Landlord has not terminated this lease pursuant to Subsection (C),
then the Rent and all items of additional rent required hereunder
shall be paid by Tenant for all periods or partial periods up to
the date of such fire of casualty and thenceforth shall cease
until such time as the Demised Premises and Tenant's access
thereto have been repaired and restored by Landlord (or sooner
reoccupied in part by Tenant, in which case the Rent and
additional rent hereunder shall merely be abated to the extent the
Demised Premises remain untenantable).  In addition, in the event
this lease has not been terminated by Landlord pursuant to
Subsection (C), then, Landlord shall use reasonable efforts to
locate temporary office space ("Temporary Space") in the Tarrytown
area which is suitable for Tenant's use until such time as the
Demised Premises are restored and rebuilt to the condition
existing immediately prior to such fire or other casualty
(excluding any personal property of Tenant located therein).  The
Rent and other charges for Tenant's use and occupancy of the
Temporary Space, if any, shall be proportionate to (but shall not
exceed) the amounts set forth in this lease.

        (C)    If the Premises shall be totally damaged or
rendered wholly untenantable by fire or other casualty or if the
Building shall be so damaged by fire or other casualty that
substantial alteration or reconstruction of the Building shall, in
Landlord's opinion, be required (whether or not the Premises shall
have been damaged by such fire or other casualty), then in any of
such events Landlord may, at its option, terminate this lease and
the Term and estate hereby granted, by giving Tenant thirty (30)
days notice of such termination within ninety (90) days after the
date of such damage.  In the event that such notice of termination
shall be given, this lease and the Term and estate hereby granted,
shall terminate as of the date provided in such notice of
termination (whether or not the Term shall have commenced) with
the same effect as if that were the Expiration Date, and the Rent
and additional rent shall be apportioned as of such date or sooner
termination and any prepaid portion of Rent and additional rent
for any period after such date shall be refunded by Landlord to
Tenant.
        (D)    Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of
Tenant resulting in any way from such damage by fire or other
casualty or the repair thereof.  Landlord will not carry insurance
of any kind on Tenant's property, and Landlord shall not be
obligated to repair any damage thereto or replace the same.

        (E)    This lease shall be considered an express
agreement governing any case of damage to or destruction of the
Building or any part thereof by fire or other casualty, and
Section 227 of the Real Property Law of the State of New York
providing for such a contingency in the absence of such express
agreement, and any other law of like import now or hereafter
enacted, shall have no application in such case.


                       INSURANCE


     27.  (A)  Tenant shall not do anything, or suffer or
permit anything to be done, in or about the Premises which could
reasonably be expected to (i) invalidate or be in conflict with
the provisions of any fire or other insurance policies covering
the Building or any property located therein, or (ii) result in a
refusal by fire insurance companies of good standing to insure the
Building or any such property in amounts reasonably satisfactory
to Landlord, or (iii) subject Landlord to any liability or
responsibility for injury to any person or property by reason of
any activity being conducted in the Premises or (iv) cause any
increase in the fire insurance rates applicable to the  Building
or equipment or other property located therein at the beginning of
the Term or at any time thereafter.  Tenant, at Tenant's expense,
shall comply with all rules, orders, regulations or requirements
of the New York Board of Fire Underwriters and the New York Fire
Insurance Rating Organization or any similar body.

        (B)    If, by reason of any act or omission on the part
of Tenant, the rate of fire insurance with extended coverage on
the Building or equipment or other property of Landlord or any
other tenant or occupant of the Building shall be higher than it
otherwise would be, Tenant shall reimburse Landlord and all such
other tenants or occupants, on demand, for the part of the
premiums



for fire insurance and extended coverage paid by Landlord and such
other tenants or occupants because of such act or omission on the
part of Tenant.

        (C)    In the event that any dispute should arise
between Landlord and Tenant concerning insurance rates, a schedule
or make up of insurance rates for the Building or the Premises, as
the case may be, issued by the New York Fire Insurance Rating
Organization or other similar body making rates for fire insurance
and extended coverage for the Premises concerned, shall be
conclusive evidence of the facts therein stated and of the several
items and charges in the fire insurance rates with extended
coverage then applicable to such Premises.

        (D)    Tenant shall obtain and keep in full force and
effect during the Term, at its own cost and expense, (i) Public
Liability Insurance, such insurance to afford protection in an
amount of not less than Three Million ($3,000,000) Dollars for
injury or death arising out of any one occurrence, and Five
Hundred Thousand ($500,000) Dollars for damage to property,
protecting Landlord and Tenant as insureds against any and all
claims for personal injury, death or property damage and (ii) Fire
and Extended Coverage Insurance on Tenant's property, insuring
against damage by fire, and such other risks and hazards as are
insurable under present and future standard forms of fire and
extended coverage insurance policies, to Tenant's property for the
full insurable value thereof, protecting Landlord and Tenant as
insureds.

        (E)    Said insurance is to be written in form and
substance satisfactory to Landlord by a good and solvent insurance
company of recognized standing, admitted to do business in the
State of New York, which shall be reasonably satisfactory to
Landlord.  Tenant shall procure, maintain and place such insurance
and pay all premiums and charges therefor and upon failure to do
so Landlord may, but shall not be obligated to, procure, maintain
and place such insurance or make such payments, and in such event
the Tenant agrees to pay the amount thereof, plus interest at the
maximum rate permitted by law, to Landlord on demand and said sum
shall be in each instance collectible as additional rent on the
first day of the month following the date of payment by Landlord. 
Tenant shall cause to be included in all such insurance policies a
provision to the effect that the same will be non-cancelable
except
upon twenty (20) days written notice to Landlord.  On the Term
Commencement Date the original insurance policies or appropriate
certificates shall be deposited with Landlord.  Any renewals,
replacements or endorsements thereto shall also be deposited with
Landlord to the end that said insurance shall be in full force and
effect during the Term.

        (F)    Each party agrees to use its best efforts to
include in each of its insurance policies (insuring the Building
and Landlord's property therein, in the case of Landlord, and
insuring Tenant's property, in the case of Tenant, against loss,
damage or destruction by fire or other casualty) a waiver of the
insurer's right of subrogation against the other party, or if such
waiver should be unobtainable or unenforceable (i) an express
agreement that such policy shall not be invalidated if the insured
waives or has waived before the casualty, the right of recovery
against any party responsible for a casualty covered by the
policy, or (ii) any other form of permission for the release of
the other party, or (iii) the inclusion of the other party as an
additional insured, but not a party to whom any loss shall be
payable.  If such waiver, agreement or permission shall not be, or
shall cease to be, obtainable without additional charge or at all,
the insured party shall so notify the other party promptly after
learning thereof.  In such case, if the other party shall agree in
writing to pay the insurer's additional charge therefor, such
waiver, agreement or permission shall be included in the policy,
or the other party shall be named as an additional insured in the
policy, but not a party to whom any loss shall be payable.  Each
such policy which shall so name a party hereto as an additional
insured shall contain, if obtainable, agreements by the insurer
that the policy will not be canceled without at least twenty (20)
days prior notice to both insureds and that the act or omission of
one insured will not invalidate the policy as to the other
insured.

        (G)    As long as Landlord's fire insurance policies
then in force include the waiver of subrogation or agreement or
permission to release liability referred to in Subsection (F) or
name the Tenant as an additional insured, Landlord hereby waives
(i) any obligation on the part of Tenant to make repairs to the
Premises necessitated or occasioned by fire or other casualty that
is an insured risk under such policies, and (ii) any right of
recovery against Tenant, any other permitted occupant of the
Premises, and any of their servants, employees, agents or
contractors,
for any loss occasioned by fire or other casualty that is an insured risk
under such policies.  In the event that at any time Landlord's fire
insurance carriers shall not include such or similar provisions in
Landlord's fire insurance policies, the waivers set forth in the
foregoing sentence shall be deemed of no further force or effect.
Landlord shall deliver written notice to Tenant promptly following
Landlord's fire insurance carrier having discontinued the aforementioned
waivers in Landlord's fire insurance policies.  During any period while
the foregoing waiver of right of recovery is in effect, Landlord shall
look solely to the proceeds of such policies to compensate Landlord
for any loss occasioned by fire or other casualty which is an insured risk
under such policy.

        (H)    As long as Tenant's fire insurance policies then
in force include the waiver of subrogation or agreement or
permission to release liability referred to in Subsection (F), or
name the Landlord as an additional insured, Tenant hereby waives
(and agrees to cause any other permitted occupants of the Premises
to execute and deliver to Landlord written instruments waiving)
any right of recovery against Landlord, any other tenants or
occupants of the Building, and any servants, employees, agents or
contractors of Landlord or of any such other tenants or occupants,
for any loss occasioned by fire or other casualty which is an
insured risk under such policies.  In the event that at any time
Tenant's fire insurance carriers shall not include such or similar
provisions in Tenant's fire insurance policies, the waiver set
forth in the foregoing sentence shall, upon notice given by Tenant
to Landlord, be deemed of no further force or effect with respect
to any insured risks under such policy from and after the giving
of such notice.  During any period while the foregoing waiver of
right of recovery is in effect, Tenant, or any other permitted
occupant of the Premises, as the case may be, shall look solely to
the proceeds of such policies to compensate Tenant or such other
permitted occupant for any loss occasioned by fire or other
casualty which is an insured risk under such policies.



                     EMINENT DOMAIN


     28.  (A)  In the event that the whole of the Demised
Premises shall be lawfully condemned or taken in any manner for
any public
or quasi-public use, this lease and the Term and estate hereby
granted shall forthwith cease and terminate as of the date of
vesting of title.  In the event that only a part of the Demised
Premises shall be so condemned or taken, then effective as of the
date of vesting of title, the Rent hereunder shall be abated in an
amount thereof apportioned according to the area of the Demised
Premises so condemned or taken.  In the event that only a part of
the Building shall be so condemned or taken, then (i) Landlord
(whether or not the Demised Premises be affected) may, at its
option, terminate this lease and the Term and estate hereby
granted as of the date of such vesting of title by notifying
Tenant in writing of such termination within ninety (90) days (to
the extent practicable) following the date on which Landlord shall
have received notice of vesting of title, and (ii) if such
condemnation or taking shall be of a substantial part of the
Demised Premises or a substantial part of the means of access
thereto, Tenant shall have the right, by delivery of notice in
writing to Landlord within ninety (90) days (to the extent
practicable) following the date on which Tenant shall have
received notice of vesting of title, to terminate this lease and
the Term and estate hereby granted as of the date of vesting of
title, or (iii) if neither Landlord nor Tenant elects to terminate
this lease, as aforesaid, this lease shall be and remain
unaffected by such condemnation or taking, except that the Rent
shall be abated to  the extent, if any, hereinabove provided in
this Article 28.  In the event that only a part of the Demised
Premises shall be so condemned or taken and this lease and the
Term and estate hereby granted are not terminated as hereinbefore
provided, Landlord will, at its expense, restore the remaining
portion of the Demised Premises as nearly as practicable to the
same condition as it was in prior to such condemnation or taking.

        (B)    In the event of a termination in any of the
cases hereinabove provided, this lease and the Term and estate
granted shall expire as of the date of such termination with the
same effect as if that were the date hereinbefore set for the
expiration of the Term of this lease, and the Rent hereunder shall
be apportioned as of such date.

        (C)    In the event of any condemnation or taking
hereinabove mentioned of all or part of the Building, Landlord
shall be entitled to receive the entire award in the condemnation
proceeding, including any award made for the value of the estate



vested by this lease in Tenant, and Tenant hereby expressly
assigns to Landlord any and all right, title and interest of
Tenant now or hereafter arising in or to any such award or any
part thereof, and Tenant shall be entitled to receive no part of
such award, except that the Tenant may file a claim for any taking
of nonmovable fixtures owned by Tenant and for moving expenses
incurred by Tenant.  It is expressly understood and agreed that
the provisions of this Article 28 shall not be applicable to any
condemnation or taking for governmental occupancy for a limited
period.


                            
               NONLIABILITY OF LANDLORD


     29.  (A)  If Landlord or a successor in interest is an
individual (which term as used herein includes aggregates of
individuals, such as joint ventures, general or limited
partnerships or associations), such individual shall be under no
personal liability with respect to any of the provisions of this
lease, and if such individual hereto is in breach or default with
respect to its obligations under this lease, Tenant shall look
solely to the equity of such individual in the  Demised Premises 
for the satisfaction of Tenant's remedies and in no event shall
Tenant attempt to secure any personal judgment against any such
individual or any partner, employee or agent of Landlord by reason
of such default by Landlord.

        (B)    The word "Landlord" as used herein means only
the owner of the landlord's interest for the time being in the
land and Building (or the owners of a lease of the Building or of
the land and Building) of which the Premises form a part, and in
the event of any sale of the Building and land of which the
Demised Premises form a part, Landlord shall be and hereby is
entirely freed and relieved of all covenants and obligations of
Landlord hereunder and, it shall be deemed and construed without
further agreement  between the parties or between the parties and
the purchaser of the Premises, that such purchaser has assumed and
agreed to carry out any and all covenants and obligations of
Landlord hereunder.


                        DEFAULT


     30.  (A)  Upon the occurrence, at any time prior to or
during the Demised Term, of any one or more of the following
events (referred to as  "Events of Default"):

         (i)   If Tenant shall default in the payment when due
of any installment of Rent or in the payment when due of any
additional rent, and such default shall continue for a period of
seven (7) days; or

         (ii)  If Tenant shall default in the observance or
performance of any term, covenant or condition of this lease on
Tenant's part to be observed or performed (other than the
covenants for the payment of Rent and additional rent) and Tenant
shall fail to remedy such default within ten (10) days after
notice by Landlord to Tenant of such default, or if such default
is of such a nature that it cannot be completely remedied within
said period of ten (10) days and Tenant shall not commence within
said period of ten (10) days, or shall not thereafter diligently
prosecute to completion, all steps necessary to remedy such
default; or

        (iii)  If Tenant shall file a voluntary petition in
bankruptcy or insolvency, or shall be adjudicated a bankrupt or
become insolvent, or shall file any petition or answer seeking any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the present or
any future federal bankruptcy code or any other present or future
applicable federal, state or other statute or law, or shall make
an assignment for the benefit of creditors or shall seek or
consent to or acquiesce in the appointment of any trustee,
receiver or liquidator of Tenant or of all or any part of Tenant's
property; or

        (iv)   If, within sixty (60) days after the
commencement of any proceeding against Tenant, whether by the
filing of a petition or otherwise, seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution
or similar relief under the present or any future federal
bankruptcy code or any other present or future applicable federal,
state or other statute or law, such proceedings shall not have
been dismissed, or if, within sixty (60) days after the
appointment or any trustee, receiver or liquidator of Tenant, or
of all or any
part of Tenant's property, such appointment shall not
have been vacated or otherwise discharged, or if any execution or attachment
shall be issued against Tenant or any of Tenant's property
pursuant to which the Demised Premises shall be taken or occupied
or attempted to be taken or occupied; or

        (v)    If Tenant shall default in the observance or
performance of any term, covenant or condition on Tenant's part to
be observed or performed under any other lease with Landlord of
space in the Building and such default shall continue beyond any
grace period set forth in such other lease for the remedying of
such default; or

        (vi)   If the Demised Premises shall become deserted or
abandoned for a period of ten (10) consecutive days; or

        (vii)  If Tenant's interest in this lease shall devolve
upon or pass to any person, whether by operation of law or
otherwise, except as expressly permitted under Article 21;

        then, upon the occurrence, at anytime prior to or during
the Demised Term, of any one or more of such Events of Default,
Landlord, at any time thereafter, at Landlord's option, may give
to Tenant a five (5) days' notice of termination of this lease
and, in the event such notice is given, this lease and the Term
shall come to an end and expire (whether or not said term shall
have commenced) upon the expiration of said five (5) days with the
same effect as if the date of expiration of said five (5) days
were the Expiration Date, but Tenant shall remain liable for
damages as provided in Article 32.

        (B)    If, at any time (i) Tenant shall be comprised of
two (2) or more persons, or (ii) Tenant's obligations under this
lease shall have been guaranteed by any person other than Tenant,
or (iii) Tenant's interest in this lease shall have been assigned,
the word "Tenant", as used in subsection (iii) and  (iv) of
Section 30(A), shall be deemed to mean any one or more of the
persons primarily or secondarily liable for Tenant's obligations
under this lease.  Any monies received by Landlord from or on
behalf of Tenant during the pendency of any proceeding of the
types referred to in said subsections (iii) and (iv) shall be
deemed paid as compensation for the use and occupation of the
Demised Premises and the acceptance of such compensation by
Landlord shall not be deemed
an acceptance of Rent or a waiver
on the part of Landlord of any rights under Section 30(A).


                 TERMINATION ON DEFAULT


     31. (A)   If Tenant shall default in the payment when due
of any installment of Rent; or if Tenant shall default in the
payment when due of any additional rent and such default shall
continue for a period of seven (7) days; or if this lease and the
Demised Term shall expire and come to an end as provided in
Article 30:

         (i)   Landlord and its agents and servants may
immediately, or at any time after such default or after the date
upon which this lease and the Demised Term shall expire and come
to an end, re-enter the Demised Premises or any part thereof,
without notice, either by summary proceedings or by any other
applicable action or proceeding, or by force or other means
provided such force or other means are lawful (without being
liable to indictment, prosecution or damages therefor), and may
repossess the Demised Premises and dispossess Tenant and any other
persons from the Demised Premises and remove any and all  of their
property and effects from the Demised Premises; and

        (ii)   Landlord, at Landlord's option, may relet the
whole or any part or parts of the Demised Premises from time to
time, either in the name of Landlord or otherwise, to such tenant
or tenants, for such term or terms ending before, on or after the
Expiration Date, at such rental or rentals and upon such other
conditions, which may include concessions and free rent periods,
as Landlord, in its sole discretion, may determine.  Landlord
shall have no obligation to relet the Demised Premises or any part
thereof and shall in no event be liable for refusal or failure to
relet the Demised Premises or any part thereof, or, in the event
of any such reletting, for refusal or failure to collect any rent
due upon any such reletting, and no such refusal or failure shall
operate to relieve Tenant of any liability under this lease or
otherwise to affect any such liability; Landlord, at Landlord's
option, may make such repairs, replacements, alterations,
additions, improvements, decorations and other physical changes in
and to the Demised Premises as Landlord, in its sole discretion,
considers advisable or necessary in connection with any such
reletting
or proposed reletting, without relieving Tenant of any liability under
this lease or otherwise affecting any such liability.

        (B)    Tenant, on its own behalf and on behalf of all
persons claiming through or under Tenant, including all creditors,
does hereby waive any and all rights which Tenant and all such
persons might otherwise have under any present or future law to
redeem the Demised Premises, or to re-enter or repossess the
Demised Premises, or to restore the operation of this lease, after
(i) Tenant shall have been dispossessed by a judgment or by
warrant of any court or judge, or (ii) any re-entry by Landlord,
or (iii) any expiration or termination of this lease and the
Demised Term, whether such dispossess, re-entry, expiration or
termination shall be by operation of law or pursuant to the
provisions of this lease.  In the event of a breach or threatened
breach by Tenant or any persons claiming through or under Tenant,
of any term, covenant or condition of this lease on Tenant's part
to be observed or performed, Landlord shall have the right to
enjoin such breach and the right to invoke any other remedy
allowed by law or in equity as if re-entry, summary proceeding and
other special remedies were not provided in this lease for such
breach.  The rights to invoke the remedies hereinbefore set forth
are cumulative and shall not preclude Landlord from invoking any
ther remedy allowed at law or in equity. 

     
                        DAMAGES


     32. (A)   If this lease and the Demised Term shall expire
and come to an end as provided in Article 30 or by or under any
summary proceeding or any other action or proceeding, or if
Landlord shall re-enter the Demised Premises as provided in
Article 31 or by or under any summary proceedings or any other
action or proceeding, then, in any of said events:

         (i)   Tenant shall pay to Landlord all Rent,
additional rent and other charges payable under this lease by
Tenant to Landlord to the date upon which this lease and the
Demised Term shall have expired and come to an end or to the date
of re-entry  upon the Demised Premises by Landlord, as the case
may be; and
        (ii)   Tenant shall also be liable for and shall pay to
Landlord, as damages, any deficiency (referred to as "Deficiency")
between the Rent and additional rent reserved in this lease for
the period which otherwise would have constituted the unexpired
portion of the Demised Term and the net amount, if any, of rents
collected under any reletting effected pursuant to the provisions
of Section 31(A) for any part of such period (first deducting from
the rents collected under any such reletting all of Landlord's
expenses in connection with the termination of this lease or
Landlord's re-entry upon the Demised Premises and with such
reletting including, but not limited to, all repossession costs,
brokerage commissions, legal expenses, attorneys' fees, alteration
costs and other expenses of preparing the Demised Premises for
such reletting).  Upon written request therefor by Tenant,
Landlord shall provide Tenant with written evidence supporting the
calculation of any such Deficiency.  Any such Deficiency shall be
paid in monthly installments by Tenant on the days specified in
this lease for payment of installments of Rent.  Landlord shall be
entitled to recover from Tenant each monthly Deficiency as the
same shall arise, and no suit to collect the amount of the
Deficiency for any month shall prejudice Landlord's rights to
collect the Deficiency for any subsequent month by a similar
proceeding; and
        
        (iii)  At any time after the Demised Term shall have
expired and come to an end or Landlord shall have re-entered upon
the Demised Premises, as the case may be, whether or not Landlord
shall have collected any monthly Deficiencies as aforesaid,
Landlord shall be entitled to recover from Tenant, and Tenant
shall pay to Landlord, on demand, as and for liquidated and agreed
final damages, a sum equal to the amount by which the Rent and
additional rent reserved in this lease for the period which
otherwise would have constituted the unexpired portion of the
Demised Term exceeds the then fair and reasonable rental value of
the Demised Premises for the same period, both discounted to
present worth at the rate of six (6%) per cent per annum.  If,
before presentation of proof of such liquidated damages to any
court, commission, or tribunal, the Demised Premises, or any part
thereof, shall have been relet by Landlord for the period which
otherwise would have constituted the unexpired portion of the
Demised Term, or any part thereof, the amount of Rent reserved
upon such reletting shall be deemed, prima facie, to be the fair
and reasonable rental value for the part or the whole of the
Demised Premises so relet during the term of the reletting. 

        (B)    If the Demised Premises, or any part thereof,
shall be relet together with other space in the Building, the
rents collected or reserved under any such reletting and the
expenses of any such reletting shall be equitably apportioned for
the purposes of this Article 32.  Tenant shall in no event be
entitled to any rents collected or payable under any reletting,
whether or not such rents shall exceed the rent reserved in this
lease.  Solely for the purposes of this Article, the term "Rent"
as used in Section 32(A) shall mean the rent in effect immediately
prior to the date upon which this lease and the Demised Term shall
have expired and come to an end, or the date of re-entry upon the
Demised Premises by Landlord, as the case may be, plus any
additional rent payable pursuant to the provisions of Article 11
and Article 12 for the Escalation Year (as defined in Article 11)
immediately preceding such event.  Nothing contained in Articles
30 and 31 of this lease shall be deemed to limit or preclude the
recovery by Landlord from Tenant of the maximum amount allowed to
be obtained as damages by any statute or rule of law, or of any
sums or damages to which Landlord may be entitled in addition to
the damages set forth in Section 32(A).


                   SUMS DUE LANDLORD


     33. If Tenant shall default in the performance of any
covenants on Tenant's part to be performed under this lease,
Landlord may immediately, or at anytime thereafter, without
notice, and without thereby waiving such default, perform the same
for the account of Tenant and at the expense of Tenant.  If
Landlord at any time is compelled to pay or elects to pay any sum
of money, or do any act which will require the payment of any sum
of money by reason of the failure of Tenant to comply with any
provision hereof, or, if Landlord is compelled to or elects to
incur any expense, including reasonable attorneys' fees,
instituting, prosecuting and/or defending any action or proceeding
instituted by reason of any default of Tenant hereunder, the sum
or sums so paid by Landlord, with all interest, costs and damages,
shall be deemed to be additional rent hereunder and shall be due
from Tenant to Landlord on the first day of the month following
the incurring of such respective expenses or, at Landlord's
option, on the first day of any subsequent month.  Any sum of
money (other than the annual minimum rent due under this lease)
accruing from Tenant to Landlord
pursuant to any provisions of this lease,
including, but not limited to, the provisions of Article 6 hereof, whether 
prior to or after the Term Commencement Date, may, at Landlord's option, be
deemed additional rent, and Landlord shall have the same remedies
for Tenant's failure to pay any item of additional rent when due
as for Tenant's failure to pay any installment of Rent when due. 
Tenant's obligations under this Article shall survive the
expiration or sooner termination of the Demised Term.  In any case
in which the Rent, additional rent or other charge is not paid
within seven (7) days of the day when same is due, Tenant shall
pay interest on such amount from the due date of such amount until
the payment date of such amount at the rate of fifteen (15%)
percent per annum, provided, however, the rate charged shall in no
event be higher than the highest rate permitted by law.  The
payment of the aforementioned interest will not constitute a
waiver by Landlord of any default by Tenant under this lease.


                       NO WAIVER


     34. No act or thing done by Landlord or Landlord's agents
during the term hereby demised shall be deemed an acceptance of a
surrender of said Demised Premises, and no agreement to accept
such surrender shall be valid unless in writing signed by
Landlord.  No employee of Landlord or of Landlord's agents shall
have any power to accept the keys of the Demised Premises prior to
the termination of this lease.  The delivery of keys to any
employee of Landlord or of Landlord's agents shall not operate as
a termination of this lease or a surrender of the Demised
Premises.  In the event Tenant shall at any time desire to have
Landlord underlet the Demised Premises for Tenant's account,
Landlord or Landlord's agents are authorized to receive said keys
for such purposes without releasing Tenant from any of the
obligations under this lease, and Tenant hereby relieves Landlord
of any liability (other than liability due to Landlord's gross
negligence or willful misconduct) for loss of or damage to any of
Tenant's effects in connection with such underletting.  The
failure of Landlord to seek redress for  violation of, or to
insist upon the strict performance of, any covenants or conditions
of this lease, or any of the Rules and Regulations annexed hereto
and made a part hereof or hereafter adopted by Landlord, shall not
prevent a subsequent act, which would have originally constituted
a violation, from having all the
force and effect of an original violation. 
The receipt by Landlord of rent with knowledge of the breach of any 
covenant of this lease shall not be deemed a waiver of such breach.  The
failure of Landlord to enforce any of the Rules and Regulations
annexed hereto and made a part hereof, or hereafter adopted,
against Tenant and/or any other tenant in the Building shall not
be deemed a waiver of any such Rules and Regulations.  No
provision of this lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing signed by Landlord.  No
payment by Tenant or receipt by Landlord of a lesser amount than
the monthly Rent herein stipulated shall be deemed to be other
than on account of the earliest stipulated Rent nor shall any
endorsement or statement on any check or any letter accompanying
any check or payment of Rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue any
other remedy in this lease provided. 


                WAIVER OF TRIAL BY JURY


     35. To the extent such waiver is permitted by law,
Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by Landlord or Tenant against
the other on any matter whatsoever arising out of or in any way
connected with this lease, the relationship of landlord and
tenant, the use or occupancy of the Demised Premises by Tenant or
any person claiming through or under Tenant, any claim of injury
or damage, and any emergency or other statutory remedy.  The
provisions of the foregoing sentence shall survive the expiration
or any sooner termination of the Demised Term.  If Landlord
commences any summary proceeding for nonpayment, Tenant agrees not
to interpose any counterclaim (other than mandatory counterclaims)
of whatever nature or description in any such proceeding or to
consolidate such proceeding with any other proceeding.

        Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the
event of Tenant being evicted or dispossessed for any cause, or in
the event of Landlord's obtaining possession of the Demised
Premises, by reason of the violation by Tenant of any of the
covenants and conditions of this lease or otherwise.


                        NOTICES


     36. Except as otherwise expressly provided in this lease,
any bills, statements, notices, demands, requests or other
communications (other than bills, statements or notices given in
the regular course of business) given or required to be given
under this lease shall be effective only if rendered or given in
writing, sent by registered or certified mail (return receipt
requested), addressed (A) to Tenant, to the attention of Tenant's
Chief Operating Officer, at Tenant's address set forth in this
lease, or (B) to  Landlord, to the attention of Landlord's Chief
Financial Officer, at Landlord's address set forth in this lease,
or (C) addressed to such other address as either Landlord or
Tenant may designate as its new address for such purpose by notice
given to the other in accordance with the provisions of this
Article.  Any such bills, statements, notices, demands, requests
or other communications shall be deemed to have been rendered or
given on the date when it shall have been mailed as provided in
this Article.  Landlord shall endeavor to deliver a courtesy copy
of any such bills, statements, notices, demands, requests or other
communications to the attention of Tenant's In-House Counsel, at
Tenant's address set forth in this lease.  Failure to deliver such
courtesy copy shall have no affect, however, on the effectiveness
of the giving of any such xxxx, statement, notice, demand, request
or other communication.


                  INABILITY TO PERFORM


     37. If, by reason of strikes or other labor disputes, fire
or other casualty (or reasonable delays in adjustment of
insurance), accidents, orders or regulations of any Federal,
State, County or Municipal authority, or any other cause beyond
Landlord's reasonable control, whether or not such other cause
shall be similar in nature to those hereinbefore enumerated,
Landlord is unable to furnish or is delayed in furnishing any
utility or service required to be furnished by Landlord under the
provisions of this lease or any collateral instrument or is unable
to perform or make or is delayed in performing or making any
installations, decorations, repairs, alterations, additions or
improvements, 
whether or not required to be performed or made
under this lease, or under any collateral instrument, or is unable
to fulfill or is delayed in fulfilling any of Landlord's other 
obligations under this lease, or any collateral instrument, no such 
inability or delay shall constitute an actual or constructive eviction, in
whole or in part, or entitle Tenant to any abatement or diminution
of rent, or relieve Tenant from any of its obligations under this
lease, or impose any  liability upon Landlord or its agents, by
reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant's business, or otherwise.


                INTERRUPTION OF SERVICE


     38. Landlord reserves the right to stop the services of
the air conditioning, elevator, escalator, plumbing, electrical or
other mechanical systems or facilities in the Building when
necessary by reason of accident or emergency, or for repairs,
alterations or replacements, which, in the judgment of Landlord
are desirable or necessary, until such repairs, alterations or
replacements shall have been completed.  The exercise of such
rights by Landlord shall not constitute an actual or constructive
eviction, in whole or in part, or entitle Tenant to any abatement
or diminution of rent, or relieve Tenant from any of its
obligations under this lease, or impose any liability upon
Landlord or its agents by reason of inconvenience or annoyance to
Tenant, or injury to or interruption of Tenant's business or
otherwise. 


           CONDITIONS OF LANDLORD'S LIABILITY


     39. Except as otherwise specifically set forth in Article
2 hereof, if Landlord shall be unable to give possession of the
Demised Premises on any date specified for the commencement of the
term by reason of the fact that the Premises have not been
sufficiently completed to make the Premises ready for occupancy,
or for any other reason, Landlord shall not be subject to any
liability for the failure to give possession on said date, nor
shall such failure in any way affect the validity of this lease or
the obligations of Tenant hereunder. 

                            
               TENANT'S TAKING POSSESSION


     40. (A)   Tenant, by entering into occupancy of the
Premises, shall be conclusively deemed to have agreed that
Landlord, up to the time of such occupancy, has performed all of
its obligations hereunder and that the Premises were in
satisfactory condition as of the date of such occupancy, unless
within fifteen (15) days after such date Tenant shall have given
written notice to Landlord specifying the respects in which the
same were not in such condition.  If Landlord agrees that the
items listed in Tenant's list are Landlord's responsibility, such
items shall be deemed to be "Punchlist Items" which Landlord shall
remedy, at Landlord's expense, within thirty (30) days after its
receipt of Tenant's notice. 

        (B)    If Tenant shall use or occupy all or any part of
the Demised Premises for the conduct of business prior to the date
on which Landlord's Initial Construction is substantially
completed, such use or occupancy shall be deemed to be under all
of the terms, covenants and conditions of this lease, including
the covenant to pay rent for the period from the commencement of
said use or occupancy to the date on which Landlord's Initial
Construction is substantially completed.


                    ENTIRE AGREEMENT


     41. Except for the confirmation of the dates referred to
in Article 2 hereof, this lease (including the Schedules and
Exhibits annexed hereto) contains the entire agreement between the
parties and all prior negotiations and agreements are merged
herein.  Tenant hereby acknowledges that neither Landlord nor
Landlord's agent or representative has made any representations or
statements, or promises, upon which Tenant has relied, regarding
any matter or thing relating to the Building, the land allocated
to it (including the parking area) or the Demised Premises, or any
other matter whatsoever, except as is expressly set forth in this
lease, including, but without limiting the generality of the
foregoing, any statement, representation or promise as to the
fitness of the Demised Premises for any particular use, the
services to be

rendered to the Demised Premises, or the prospective amount of any
item of additional rent.  No oral or written statement,
representation or promise whatsoever with respect to the foregoing
or any other matter made by Landlord, its agents or any broker,
whether contained in an affidavit, information circular, or
otherwise, shall be binding upon the Landlord unless expressly set
forth in this lease.  No rights, easements or licenses are or
shall be acquired by Tenant by implication or otherwise unless
expressly set forth in this lease.  This lease may not be changed,
modified or discharged, in whole or in part, orally, and no
executory agreement shall be effective to change, modify or
discharge, in whole or in part, this lease or any obligations
under this lease, unless such agreement is set forth in a written
instrument executed by the party against whom enforcement of the
change, modification or discharge is sought.  All references in
this lease to the consent or approval of Landlord shall be deemed
to mean the written consent of Landlord, or the written approval
of Landlord, as the case may be, and no consent or approval of
Landlord shall be effective for any purpose unless such consent or
approval is set forth in a written instrument executed by
Landlord. 


                      DEFINITIONS


     42. The words "re-enter", "re-entry", and "re-entered" as
used in this lease are not restricted to their technical legal
meanings.  The term "business days" as used in this lease shall
exclude Saturdays (except such portion thereof as is covered by
specific hours in Article 6 hereof), Sundays and all days observed
by the State or Federal Government as legal holidays.  The terms
"person" and "persons" as used in this lease shall be deemed to
include natural persons, firms, corporations, partnerships,
associations and any other private or public entities, whether any
of the foregoing are acting on their behalf or in a representative
capacity.  The various terms which are defined in other Articles
of this lease or are defined in Schedules or Exhibits annexed
hereto, shall have the meanings specified in such other Articles,
Exhibits and Schedules for all purposes of this lease and all
agreements supplemental thereto, unless the context clearly
indicates the contrary.


                   PARTNERSHIP TENANT


     43. If Tenant is a partnership (or is comprised of two
(2)or more persons, individually or as co-partners of a
partnership) or if Tenant's interest in this lease shall be
assigned to a partnership (or to two (2) or more persons,
individually or as co-partners of a partnership) pursuant to
Article 21 (any such partnership and such persons are referred to
in this Section as "Partnership Tenant"), the following provisions
of this Section shall apply to such Partnership Tenant:   (a)  the
liability of each of the parties  comprising Partnership Tenant
shall be joint and several, and (b) each of the parties comprising
Partnership Tenant hereby consents in advance to, and agrees to be
bound by, any modifications of this lease which may hereafter be
made, and by any notices, demands, requests or other
communications which may hereafter be given, by Partnership Tenant
or by any of the parties comprising Partnership Tenant, and (c)
any bills, statements, notices, demands, requests and other
communications given or rendered to Partnership Tenant or to any
of the parties comprising Partnership Tenant shall be deemed given
or rendered to Partnership Tenant and to all such parties and
shall be binding upon Partnership Tenant and all such parties, and
(d) if Partnership  Tenant shall admit new partners, all of such
new partners shall, by their admission to Partnership Tenant, be
deemed to have assumed performance of all of the terms, covenants
and conditions of this lease on Tenant's part to be observed and
performed, and (e)  Partnership Tenant shall give prompt notice to
Landlord of the admission of any such new partners, and upon
demand of Landlord, shall cause each such new partner to execute
and deliver to Landlord an agreement in form satisfactory to
Landlord, wherein each such new partner shall assume performance
of all of the terms, covenants and conditions of this lease on
Tenant's part to be observed and performed (but neither Landlord's
failure to request any such agreement nor the failure of any such
new partner to execute or deliver any such agreement to Landlord
shall vitiate the provisions of subdivision (d) of this Section).



               SUCCESSORS, ASSIGNS, ETC.


     44. The terms, covenants, conditions and agreements
contained in this lease shall bind and inure to the benefit of
Landlord and Tenant and their respective heirs, distributees,
executors, administrators, successors, and, except as otherwise
provided in this lease, their respective assigns.


                         BROKER


     45. Tenant represents that this lease was brought about by
Insignia/Rostenberg Xxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000 as broker and all negotiations with respect to
this lease were conducted exclusively with said broker.  Tenant
agrees that if any claim is made for commissions by any other
broker through or on account of any acts of Tenant, Tenant will
hold Landlord free and harmless from any and all liabilities and
expenses in connection therewith, including Landlord's reasonable
attorney's fees.


                        CAPTIONS


     46. The captions in this lease are included only as a
matter of convenience and for reference, and in no way define,
limit or describe the scope of this lease nor the intent of any
provisions thereof.

                  NOTICE OF ACCIDENTS


     47. Tenant shall give notice to Landlord, promptly after
Tenant learns thereof, of (i) any accident in or about the
Premises, (ii) all fires and other casualties within the Premises,
(iii) all damages to or defects in the Premises, including the
fixtures, equipment and appurtenances thereof for the repair of
which Landlord might be responsible, and (iv) all damage to or
defects in any parts or appurtenances of the Building's sanitary,
electrical, heating, ventilating, air-conditioning, elevator and
other systems located in or passing through the Premises or any
part thereof.


           TENANT'S AUTHORITY TO ENTER LEASE


     48. In the event that the Tenant hereunder is a
corporation, Tenant represents that the officer or officers
executing this lease have the requisite authority to do so. 
Tenant agrees to give Landlord written notice of any proposed
change in the ownership of the majority of the outstanding capital
stock of Tenant or any change in the ownership of the majority of
the assets of Tenant.  Failure of Tenant to give the notice
provided for in the preceding sentence shall be deemed a non-curable
default by Tenant pursuant to this lease (that is, a
default which has already extended beyond the applicable grace
period, if any, following notice from Landlord), giving Landlord
the right, at its option, to cancel and terminate this lease or to
exercise any and all other remedies available to Landlord
hereunder or as shall exist at law or in equity.


                   ESTIMATED CHARGES


     49. Notwithstanding anything to the contrary contained in
this lease, Landlord shall have the option, in lieu of or as a
supplement to the procedures set forth in Articles 6, 11 and 12
hereof, to notify Tenant from time to time of the amounts which
Landlord estimates will be Tenant's Tax Payment, if any, under
Article 11 hereof, and/or Tenant's Cost Payment, if any, under
Article 12 hereof, for the next Escalation Year,  for the next
calendar year, as the case may be, and Tenant shall pay such
amount(s) in equal monthly installments in advance on or before
the first day of each month for such Escalation Year or calendar
year, as the case may be.  Within a reasonable period following
the end of such Escalation Year or calendar year, as the case may
be, Landlord shall submit to Tenant a statement (the
"Reconciliation Statement") indicating (i) the Tax Payment, the
Cost Payment and/or the electrical charge for such Escalation Year
or calendar year, as the case may be, (ii) the amount(s) thereof
theretofore paid by Tenant and (iii) the balance due thereon or
the overpayment thereof, as the case may be.  Each Reconciliation
Statement shall be conclusive evidence of all such amounts.  In
the event the Escalation Year or calendar year, as the case may
be, covered by a particular Reconciliation Statement includes any
period of time which did not constitute part of the Term, the
amount set forth in
clause (i) of this Article 49 shall be
prorated accordingly on the basis of a three hundred sixty (360) day year.


                    SECURITY DEPOSIT


     50. (a)   Upon execution of this lease, Tenant shall
deliver to Landlord an unconditional, irrevocable, standy-by
letter of credit (in accordance with the requirements set forth in
Subparagraph (e) below) in the amount of thirty one thousand nine
hundred sixteen and 84/100 ($31,916.84) dollars (representing two
(2) months Rent during the first Lease Year), as security for the
full and faithful performance and observance by Tenant of all of
the terms, conditions, covenants and agreements of this lease.  

        (b)    In the event Tenant defaults in payment of Rent,
Additional Rent, or other sums due from Tenant to Landlord under
this lease, or in performance or observance of any other term,
covenant, condition or agreement of this lease, after the
expiration of applicable notice periods provided herein for the
cure thereof, Landlord may  notify the "Issuing Bank" (hereinafter
defined) and thereupon receive all monies represented by the
letter of credit and use, apply or retain the whole or any part of
such monies to the extent required for the payment of any sums as
to which Tenant is in default (including, without limitation, any
damages or deficiency accrued before or after summary proceedings
or other re-entry by Landlord) or for coverage or reimbursement of
any sums which Landlord may expend or may be required to expend by
reason of such default by Tenant.  In the event Landlord so uses,
applies or retains all or any portion of such monies represented
by the letter of credit, Tenant shall forthwith restore the amount
so used, applied or retained, upon delivery of written notice by
Landlord detailing such use, application or retention, through
delivery of a new or amended letter of credit which conforms to
the requirements of Subparagraph (c) below.  In the event Landlord
shall not apply all of the proceeds of such letter of credit to
cover Tenant's default as permitted hereunder, Landlord shall hold
the unapplied portion of such proceeds as a security deposit under
this lease.

     (c) The letter of credit to be delivered by Tenant
pursuant to this Paragraph shall conform to each the following
requirements:

        (i)         such letter of credit may only be issued
by a commercial bank, insured by the Federal Deposit Insurance
Corporation and acceptable to Landlord, which bank is authorized
to do business in New York and maintains an office in New York
City or Westchester County (the "Issuing Bank");

        (ii)        such letter of credit shall indicate the
address of the Issuing Bank in New York City or Westchester county
where it can be drawn upon; 

        (iii)       such letter of credit must be payable "on
sight", in its face amount, to Landlord or an authorized
representative of Landlord, but may contain as a condition to a
draw the requirement of Landlord's certification of the existence
of Tenant's default; and

        (iv)        such letter of credit shall be deemed to
be automatically renewed, without amendment, for consecutive one
year periods unless Landlord receives sixty (60) days prior
written notice from the Issuing Bank setting forth its intention
to cancel the letter of credit.  Upon the Issuing Bank's giving of
such notice, Tenant must replace said letter of credit with a new
letter of credit on the terms set forth herein at least thirty
(30) days prior to the termination of the original letter of
credit.  Failure by Tenant to replace the original letter of
credit as required herein shall constitute a default under this
Lease and there shall be no notice or opportunity to cure said
default.  Thereupon, Landlord shall be permitted to draw upon the
original letter of credit up to the full amount thereon.

     Tenant acknowledges and agrees that Landlord shall have no
responsibility or liability on account of any error by the Issuing
Bank.

     (d) In the event of a sale of the Property and Building or
lease of the Building by Landlord, Landlord shall have the right
to transfer its rights under the letter of credit to the vendee or
lessee and Landlord shall thereupon be released by Tenant from all
liability in connection with such letter of credit; Tenant agrees
to look solely to the new landlord with respect to any dispute
arising in connection with such letter of credit; and the
provisions hereof shall apply to every transfer or assignment made
of such rights to a new landlord.  Tenant shall not assign or
encumber or attempt to assign or encumber the letter of credit. 
Any such assignment, encumbrance, attempted assignment or
attempted
encumbrance by Tenant shall be deemed void and of no force or
effect, nor shall same be binding upon Landlord or its successors
or assigns.

     (e) The acceptance of the letter of credit or the exercise
of any remedies under this Paragraph by Landlord shall not be a
limitation on Landlord's damages, remedies or other rights under
this Lease, or construed as a payment of liquidated damages or an
advance payment of Rent or any Additional Rent.


                  FINANCIAL CONDITION


     51. Tenant represents that prior to the execution of this
lease, it has delivered to Landlord a true, correct and complete
copy of its most recent financial statement.  Tenant further
represents that there has been no material adverse change in the
business, assets or condition (financial or otherwise) or results
of operation of Tenant's business from the date of preparation of
such financial statement through and including the date of
execution of this lease.

     From and after the Rent Commencement Date, and throughout
the Term of this lease, Tenant shall deliver to Landlord,
quarterly financial statements which shall be in the same form and
substance as previously provided to Landlord and which shall be
delivered as soon as available, but not more than ninety (90) days
after the end of each such quarter.  If there shall have been any
material adverse change in the financial condition of Tenant
during the Term of this lease, then Landlord, at its option, may
require Tenant to deliver to Landlord an additional security
deposit (the "Financial Condition Security").  The Financial
Condition Security shall be held in accordance with the terms of
Article 50 and shall be in an amount equal to the unamortized
balance of any costs incurred by Landlord in connection with this
lease, including, without limitation, costs of Landlord's Initial
Construction, any and all brokerage commissions, abated rent and
conceded rent.  Tenant shall deliver such Financial Condition
Security within thirty (30) days after demand therefor by
Landlord.  In the event Tenant shall fail to deliver the Financial
Condition Security to Landlord within such thirty (30) day period,
Tenant shall be in default under this lease and Landlord shall
have all rights and remedies available to Landlord available
hereunder, at law or in equity.  If there shall have been any
material adverse change in the financial condition of

Tenant prior to its occupancy of the Demised Premises, then, in
addition to the rights and remedies provided above, Landlord, at
its option, may terminate this lease upon fifteen (15) days notice
to Tenant and, thereafter, this lease shall be of no further force
or effect.



                     RENEWAL OPTION


     52. Provided Tenant has complied with all the terms,
covenants and conditions of this lease and is not then in default
hereof, Tenant shall have the option to renew this lease for one
(1) additional five (5) year period (the "Renewal Term") to
commence on the expiration of the initial term of this lease (the
"Initial Term") and to expire on the day preceding the fifth 
(5th) anniversary of the first day of such additional period, upon
the following terms and conditions:

        (i)    Tenant shall give notice to Landlord, in
writing, not less than six (6)  months prior to the expiration of
the Initial Term that such option is being exercised.  The parties
agree to then negotiate the minimum annual rent for the Renewal
Term (the "Minimum Annual Renewal Rent").  The Minimum Annual
Renewal Rent is intended to be  the then current fair market
annual rental rate per square foot per year for the Demised
Premises as of the expiration of the Initial Term.  Upon
determination of the Minimum Annual Renewal Rent, this lease shall
be renewed for the Renewal Term on the same terms, covenants and
conditions as contained in this lease, except that (A) the Minimum
Annual Renewal Rent shall be fixed in accordance with the
provisions of this Article 52, (ii) the Demised Premises shall be
delivered in its "as is" condition as of the first day of the
Renewal Term and (iii) there shall be no further option to renew.

        (ii)   If Landlord and Tenant have not mutually agreed
upon the Minimum Annual Renewal Rent by the first day of the fifth
(5th) month prior to the termination of the Initial Term, they
shall each select one real estate appraiser each of whom shall
conduct a real estate appraisal and furnish a report to indicate
their opinion of the fair market rental of the Demised Premises.

        (iii)  If, after a review of the appraisal reports
prepared and submitted in accordance with Article 52(ii), above,

Landlord and Tenant have not agreed on the Minimum Annual Renewal
Rent by the first day of the fourth (4th) month prior to the
expiration of the Initial Term, the matter shall immediately be
submitted to arbitration before the American Arbitration
Association ("AAA"), and shall be determined by a single
arbitrator in accordance with the provisions of this lease and the
then applicable rules of the AAA within the County of Westchester,
or of the closest office of the AAA.  The arbitrator shall, in
determining the Minimum Annual Renewal Rent, take into
consideration the then existing current fair market rental value
of similar premises in the vicinity.  The arbitrator shall then,
on an expedited basis, choose one of the determinations of the two
appraisers originally selected by the parties.   The parties agree
that the decision and determination to be made by the arbitrator
with respect to the Minimum Annual Renewal Rent shall be final and
binding upon Landlord and Tenant.

        (iv)   Notwithstanding anything to the contrary
contained in this Article 52, in no event shall the Minimum Annual
Renewal Rent be less than the minimum annual rental rate
applicable to the last Lease Year of the Initial Term.

        (v)    Landlord and Tenant shall each separately pay
their respective designated appraisers.  The expenses, fees and
charges in connection with the arbitration process set forth in
clause (iii), above, shall be borne equally between Landlord and
Tenant.

        (vi)   Upon agreement as to the Minimum Annual Renewal
Rent by the parties hereto or upon the Minimum Annual Renewal Rent
being fixed by the arbitrator, as the case may be, the parties
hereto shall enter into a supplementary agreement extending the
term of this lease as hereinabove provided.  In the event of no
agreement between the parties or no decision by arbitration prior
to the expiration of the Initial Term, Tenant shall pay an interim
fixed rental at the minimum annual rental rate last in effect
until the arbitration shall have been completed, after which
Landlord and Tenant shall make appropriate adjustment of such
interim rent, such adjustment to be as of the commencement date of
the Renewal Term.

TIME IS OF THE ESSENCE WITH RESPECT TO ALL OF TENANT'S OBLIGATIONS
UNDER THIS ARTICLE 52.

This option to renew shall be personal to Wellcare Development,
Inc., and shall not be transferrable by operation of law or
otherwise.


                  RIGHT OF FIRST OFFER


     53. (A)   At any time during the Term in which space
adjacent to Tenant on the same floor of the Building (the "Offer
Premises"), is or becomes available for lease, Tenant shall have a
first priority right of first offer, subject only to currently
existing rights of renewal and expansion of other existing
tenants, to lease all of the Offer Premises.  Tenant shall
exercise such right of first offer, if at all, in strict
accordance with the following terms and conditions:

         (i)   At the time Tenant intends to exercise its right
     of first offer hereunder, Tenant shall be occupying all of
     the Demised Premises and no event of default shall have
     occurred and be continuing under this lease;

         (ii)  Tenant shall give written notice to Landlord
     ("Tenant's Offer Notice") of its intent to exercise its
     right of first offer to lease the Offer Premises hereunder;

         (iii) The minimum annual rental rate for the Offer
     Premises shall be equal to the then current fair market
     rental rate for the Offer Premises (the "Offer Rent").  In
     the event Landlord and Tenant have not mutually agreed upon
     the Offer Rent within fifteen (15) days following delivery
     of the Tenant's Offer Notice, the Offer Rent shall be
     determined through arbitration in accordance with Article 52
     (iii) of this lease (except that the determinations of
     Landlord and Tenant as to the Offer Rent shall be submitted
     in lieu of appraisal reports).  In no event shall the Offer
     Rent be less than the then current Rent under this lease
     (each calculated on a per rentable square foot basis);

         (iv)  Tenant shall accept the Offer Premises in its
     then "as is" condition, and Landlord shall not be required
     to perform any work to or make any installations in the
     Offer Premises in order to prepare same for occupancy by
     Tenant, unless Landlord and Tenant shall then mutually agree
     on certain reasonable modifications to be made in and to the


   
     Offer Premises (in which event the cost of performance of such
     reasonable modifications shall be reflected in the Offer Rent). 
     The request for reasonable modifications in and to the Offer
     Premises shall not be deemed an improper exercise of Tenant's
     right of first offer under this Article 53;

         (v)   The Offer Premises shall be incorporated into
         the Demised Premises under all of the terms of this lease,
         except as otherwise set forth in clauses (iii) and (iv)
         above and except for other changes made necessary by reason
         of the increased size of the Demised Premises (e.g.,
         Tenant's Proportionate Share).

         (vi)  If requested by Landlord, Landlord and Tenant
         shall enter into an amendment of this lease (the "Offer
         Agreement"), which shall reflect the necessary modifications
         set forth in clauses (i) through (v) above.

        (B)    In the event Tenant fails to execute the Offer
Agreement within five (5) days of presentment thereof by Landlord,
Tenant's right of first offer will be deemed to have lapsed and
Landlord shall be free to lease the Offer Premises to any third
party upon any terms.  TIME IS OF THE ESSENCE WITH RESPECT TO ALL
OF TENANT'S OBLIGATIONS UNDER THIS ARTICLE 53.

        (C)    Notwithstanding anything to the contrary
contained in this Article 53, in the event Landlord delivers
written notice to Tenant advising Tenant of the availability of
the Offer Premises, Tenant shall have five (5) days in which to
deliver Tenant's Offer Notice, or Tenant's rights hereunder shall
lapse and be of no further force or effect.

        (D)    Nothing contained in this Article 53 shall
prevent Landlord from marketing or leasing the Offer Premises to
any third party until such time as Landlord shall have received
Tenant's Offer Notice.

        (E)    This right of first offer with respect to the
Offer Premises is personal to Wellcare Development, Inc. and shall
not be transferrable by operation by law or otherwise.


                  CANCELLATION OPTION


     54. (A)   Provided Tenant has complied with all the terms,
covenants and conditions of this lease and is not then in default
of its obligations hereunder, Tenant shall have the one time right



to cancel this lease as of the last day of the seventh year of the
term (the "Cancellation Date") by notifying Landlord, in writing
(the "Cancellation Notice"), at least twelve (12) months prior to
the Cancellation Date of Tenant's intent to exercise this
cancellation option and by delivering and paying to Landlord, on
or before the Cancellation Date, a bank or certified check in the
amount of the "Cancellation Fee" set forth in Article 54(B),
below.

        (B)    The term "Cancellation Fee", as used herein,
shall, in all instances, be deemed to mean the sum of those
portions of all costs incurred by Landlord in connection with this
lease which have not been amortized as of the Cancellation Date
(the "Unamortized Costs"), which Unamortized Costs shall include,
without limitation, (1) the unamortized portion of each of the
following:  (a) construction, architectural, engineering and other
costs and fees associated with the performance of Landlord's
Initial Construction; and (b) brokerage fees, plus (2) $52,914.75. 
For the purpose of calculating the one-time Cancellation Fee, the
foregoing costs shall be amortized over the Term of this lease as
if same were a one hundred twenty (120) month self-amortizing loan
at an annual interest rate of ten (10%) percent payable in equal
monthly installments of principal and interest combined.

        (C)    Upon satisfaction by Tenant of each of the above
conditions, and upon the Demised Premises having been surrendered
to Landlord and vacated by Tenant on or before the Cancellation
Date as if that date were the Expiration Date under this lease,
this lease shall be deemed canceled and terminated as of the
Cancellation Date.  Time is of the essence with respect to all
time periods referenced in this Article 54.  In the event that
Tenant shall fail to fully and timely comply with each of the
conditions herein contained, Tenant will be deemed to have waived
all of its rights contained in this Article 54.

        (D)    This cancellation option is personal to Wellcare
Development, Inc., and may not be transferred by operation of law
or otherwise.



                       GUARANTY
                           
                           
     55. In order to induce Landlord to enter into this Lease
with Tenant, Tenant shall deliver to Landlord, simultaneously with
its execution of this lease, the Guaranty annexed hereto as 
"Exhibit 3".

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


Witness for Landlord:       RECKSON OPERATING PARTNERSHIP, L.P.




                       /s/ Xxxxxxxxx Compofranco
                           _____________________ 
                       By: Xxxxxxxxx Xxxxxxxxxxx
                           Senior Vice President



Witness for Tenant:         WELLCARE DEVELOPMENT, INC.




                       /s/ Xxxxxx X. Xxxx
/s/ Xxxxxx Xxxxxxx     By: Xxxxxx X. Xxxx



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

     On this 15th day of December, 1997, before me personally
came Xxxxxx X. Xxxx to me known, who being by me duly sworn, did
depose and say that he resides at North Long Branch, New Jersey, 
that he is the President of WellCare Development, Inc., the
corporation described in and which executed the foregoing
instrument as "Tenant"; that he knows the seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of
Directors of said corporation, and that he signed his name thereto
by like order.


                    /s/Xxxxxxxx X. Xxxxxxx
                       NOTARY PUBLIC

                    XXXXXXXX X. XXXXXXX
                    Notary Public, State of New York
                    No. 02S15055961
                    Qualified in Albany County
                    Commission Expires February 20, 1998
                        

                      SCHEDULE "A"
            LANDLORD'S INITIAL CONSTRUCTION


The following is intended to set forth a description of the
general construction specifications employed by Landlord in the
Building and individual premises demised therein.  To the extent
that any of the provisions in this Schedule "A" conflict with the
"Plans and Specifications" annexed hereto as Exhibit "2", the
"Plans and Specifications" of Exhibit "2" shall control.

1.      PARTITIONS:

        Landlord shall supply and install ceiling-high metal
        stud drywall partitions with 5/8" sheetrock on both
        sides with 4" asphalt tile base, as per attached plan. 
        Corridor and between Tenant partitions shall be of sound
        attenuating construction, extending to under side of
        floor above.

2.      CLOSETS:

        Landlord shall supply chests as per attached plan. 
        Closets will contain one (1) wood hat shelf and one (1)
        metal coat rod.

3.      DOORS:

        Landlord shall supply and install necessary doors as per
        attached plan.  Corridor doors are to be 3'0" X 7'0"
        solid core walnut doors with all other passage doors to
        be birch, flush panel, hollow core type 3'0" X 7'0". 
        All doors to be set in pressed steel bucks.

4.      HARDWARE:

        Landlord shall supply and install all necessary building
        standard hardware such as latch sets, hinges, door stops
        and bucks where required.

5.      CEILINGS:

        Landlord shall supply and install a 2'0" X 4'0" textured
        acoustical tile ceiling laid in exposed white tees
        throughout all Tenant areas.

6.   ELECTRICAL:
     

     i.  Lighting

         Landlord shall supply and install in perimeter and
         interior working area, recessed building standard 2' X
         4' fluorescent light fixtures (except where conditions
         necessitate a surface mounted fixture) in amounts not
         to exceed one (1) fixture for every 90 square feet of
         ceiling area corresponding to approximately 55 candle
         power initial illuminations.  Initial bulbs supplied
         by Landlord.  All subsequent replacements by Tenant.

     ii. Outlets

         Supply and install duplex wall convenience outlets at
         the rate of one (1) for every 150 square feet of
         rentable area.
     
     iii.      Switches

         Supply and install switches at the rate of one (1)
         switch for every 300 square feet of rentable area.

     iv. Telephone

         Tenant shall make arrangements with any pay telephone
         company for installation of telephone service.

         Tenant's telephone lines must be installed within the
         ceiling of Tenant's leased space.

     v.  Circuits and Service

         The building will contain sufficient electrical
         facilities to provide for all normal installations. 
         The design capacity is based on a combined lighting
         and receptacle load of four (4) xxxxx per square foot
         of usable area at 265/460 volts.  Within this four (4)
         xxxxx per square foot, Tenant will be allowed 1.5
         xxxxx per usable square foot of 120 volt service.

7.      VENETIAN BLINDS:

        Landlord shall supply and install ceiling-high venetian
        blinds on all exterior windows.  These blinds shall be
        maintained by Tenant.


8.      CARPETING:

        Landlord shall supply and install throughout the demised
        premises Landlord's building standard carpeting, colors
        to be selected from samples submitted by Landlord.

9.      PAINTING:

        Landlord shall paint the entire premises (excluding the
        acoustical ceiling) in a good xxxxxxx-like manner with a
        primer and two (2) coats of paint in colors to be
        selected by Tenant from building color chart consisting
        of twelve (12) colors.  Tenant will be permitted five
        (5) of the standard colors per floor and one (1) color
        per room.

10.     HEATING AND AIR CONDITIONING:  

        This work shall comprise essentially the design and
        installation of the variable volume duct system on each
        floor together with a reasonable amount of air diffusers
        and associated fixtures, all supplied from a central
        system designed to conform to the standards per
        performance of the best new office buildings in Suburban
        New York.  Normal operating hours shall be 8:00 A.M. to
        6:00 P.M., Monday through Friday.

        The systems shall be capable of delivering 100% outside
        fresh air and shall never deliver less than 15% outside
        fresh air, or less than 0.35 cfm and is based upon the
        normal design of air conditioning, where four (4) xxxxx
        of light and power/square foot is available for Tenant's
        use and an average occupancy of one (1) person per 1000
        square feet.

        The system shall be capable of maintaining inside
        conditions of not more than 78 F and 50% relative
        humidity when outside conditions are not more than 95 F
        dry bulb and 75 F wet bulb except that as the outside

        temperature conditions vary, the inside space conditions
        shall be maintained approximately as follows:

         OUTSIDE CONDITIONS      MAXIMUM INSIDE CONDITIONS

               66--72 db              72 + 2db,  25--50
RH*
               72--80 db              74 + 2db,  35--50
RH*
               85--90 db              76 + 2db,  35--50
RH*
               91--95 db              78 + 2db,  35--50
RH*

        * With normal humidity tolerances

         The performance requirements noted above shall be
         maintained all year round, either by the use of
         varying amounts of outside air or by mechanical
         refrigeration.

               A.   The above noted performance requirements
                    shall be based upon the following
                    conditions of internal heat and moisture
                    gain.

                    1. One person per 100 square feet.

                    2. Four xxxxx per square foot for Tenant
                       lighting and power use.

               B.   The system shall also be capable of
                    maintaining a minimum temperature
                    throughout the demised premises of 69 F
                    when the outside temperature is 0 F.

         System shall be automatically controlled, free of
         noticeable noise, vibration, or drafts and require
         minimum cost expenditure in fuel.

11.  SPRINKLER SYSTEM:

     Landlord shall supply and install throughout the demised
     premises, a sprinkler system for all normal office
     installations.  Pipes and fittings for the system will be
     concealed in the area above the hung ceiling with the
     sprinkler heads protruding below ceiling level.

12.     PLUMBING:

        The Landlord shall provide and install five (5) wet
        columns, designed to carry a cold water line, a hot
        water line, a sewer line and a vent line.  These wet
        columns shall be located in the corners of the building
        approximately halfway between the exterior wall and the
        core.  Wet connections and extensions of said system
        shall be performed by the Landlord at the Tenant's
        expense.

13.     PUBLIC HALLS:

        Public halls on all floors shall be carpeted and will
        receive textured vinyl wall coverings.

14.     SUBSTITUTIONS:

        Tenant may substitute like items for building standard
        items, but no credits for the building standard items
        will be given against the cost of items so substituted. 
        No credit will be given for building standard items not
        utilized by Tenant.


                      SCHEDULE "B"


LANDLORD'S CLEANING SERVICES AND MAINTENANCE OF PREMISES



1.   Landlord shall perform the following General Office Cleaning
     services between the hours of 6:00 p.m. and 7:00 a.m.,
     Monday through Friday of each week and said cleaning shall
     not be rescheduled by Tenant's overtime or extraordinary use
     of the building or demised premises.

     a.  Empty all wastepaper baskets, damp wipe ashtrays and
         receptacles.

     b.  Sweep and/or dustmop all hard surfaced flooring with
         mops so treated as to preserve the sheen and appearance
         of such flooring.

     c.  Carpet sweep all areas requiring same.  Said areas to be
         vacuumed clean twice weekly; conduct spot cleaning where
         necessary.

     d.  Deposit all wastepaper from baskets in plastic bags (to
         be supplied by Contractor), placing same in locations as
         shall be designated convenient for the remove thereof. 
         Landlord shall not be responsible for the removal of
         large boxes, wooden pallets or abnormal amounts of waste
         paper.

     e.  Hand dust all desks, chairs, worktables, office
         furniture and equipment, window xxxxx and moldings,
         filing cabinets, bookcases, open shelving and all other
         forms of office furniture and fixtures within normal
         arms reach; vacuum upholstered furniture where
         necessary.

     f.  Damp dust and wipe clean all glass tops and all desks
         and tables, removing all finger marks and smudges from
         same.

     g.  Wipe clean of finger marks and maintain all brass and
         other bright work.

     h.  Wash and clean tops of all water coolers and fountains
         and floors and wall areas surrounding same.


     i. Hand dust all doors and other ventilation louvers
         located within normal arms reach.

     j.  Dust clean interior of all wastepaper baskets and
         disposal cans.

     k.  Dust and sweep all open closet flooring.

     l.  Lift and dust under all telephones and other such
         lightweight desk appurtenances, dusting and replacing
         same in their proper locations.  Telephones will be
         sanitized once a month.

     x.  Xxxx brush all fabric covered furniture.

     n.  Instruct all employees to notify their supervisor, who
         in turn shall notify the proper designated
         representative of the building, of any irregularity
         found in any office during the nightly tour of office
         cleaning.

     o.  After cleaning, all electric lamps are to be
         extinguished, office windows closed, office doors
         securely locked and premises to be left in a neat and
         orderly condition.

     p.  Do high dusting once per month.

2.   The Landlord shall perform the following Xxxxxx Services and
     Janitorial Maintenance Services in the manner and with the
     scheduling as set forth in the following:

     a.  Scour wash all public lavatory flooring, using the
         proper coefficient of disinfectant for same.

     b.  Thoroughly wash, scour clean and disinfect all basins,
         bowls and urinals located in all public lavatories.

     c.  Damp dust and wipe clean all mirrors, powder shelves and
         enameled surfaces located in all public lavatories.

     d.  Wipe clean of finger marks and maintain in a constant
         state of uniform brightness, all brass and other bright
         work located in all public lavatories.


     e. Damp wipe clean all soap dispensers, receptacles,
         partitions, stalls and tiled work within normal arms
         reach in all public lavatories.  Said areas to be washed
         down at least once during the course of each weekly
         period.

     f.  Empty and clean all paper towel and sanitary disposal
         receptacles in all public lavatories, depositing waste
         from same in designated locations.

     g.  Refill all toilet tissue, hand soap and towel dispensers
         located in all public lavatories.


     h.  Wash all terrazzo lobby flooring.  Same to be machine
         scrubbed a minimum of once during the course of each
         monthly period.

     i.  Hand dust all lobby marble, stone work and fixtures
         within normal arms reach.

     j.  Dustmop and/or vacuum all public corridors as situated
         throughout the entire building.

     k.  Thoroughly wash, wax and machine polish and/or refinish
         all public corridors as situated throughout the entire
         building twice during the course of each weekly period. 
         (Full floor tenants responsible for floor maintenance of
         their entire floor; Landlord is not responsible for the
         maintenance of any elevator corridors or aisles).

     l.  Thoroughly wash, wax and machine polish and/or refinish
         all flooring as situated within the two elevator cabs.

     m.  Hand dust and clean all vertical surfaces located within
         the two elevator cabs.

     n.  Dust clean exterior of overhead lighting fixtures.  Wash
         clean both inside and outside all of the lighting
         fixtures, fluorescent and incandescent, situated in the
         core space of the building; once during the course of
         each yearly period.

     o.  Dust clean all overhead pipes, ventilating louvers, air
         conditioning louvers and ducts, high moldings and other
         high areas and surfaces situated on all floors of the


        building and not reached during the regularly scheduled
         tours of nightly cleaning twice during the course of
         each yearly period.

     p.  Damp mop all stairways and landings, dusting down all
         handrails, stairway doors and frames, fire hoses,
         standpipe nozzles and racks located in two sets of
         stairways once during the course of each weekly period.

     q.  Clean and polish saddles and entrance hardware in public
         areas once a month.

     r. All of the foregoing xxxxxx and janitorial maintenance
        services are to be rendered nightly, from Monday through
        Friday of each week, between the hours of 6:00 p.m. and
        7:00 a.m., unless otherwise scheduled.

     s. Police parking areas of the building as required.

3.   Interior and exterior window cleaning shall be performed
     once every four months (three times a year).

4    No cleaning services shall be rendered on any legal holiday
     or union holiday, including, without limitation, those
     listed below:

     a. Lincoln's Birthday

     b. Columbus Day

     c. Election Day

     d. Veteran's Day

     e. Good Friday

     x. Xxxxxx Xxxxxx Xxxx'x Birthday


                      SCHEDULE "C"


     
     1) LIGHTING AND OUTLET ENERGY:  There shall be a meter
installed in the Demised Premises measuring all light and outlet
energy consumption by Tenant but not heating, ventilating and air
conditioning ("HVAC") which is supplied to Tenant as set forth in
Article 6 above and in this Schedule "C".  Tenant shall pay to
Landlord, as additional rent, the cost of such lighting and outlet
energy calculated by multiplying the kilowatt hours shown on such
meter by the rate of the utility supplying the service, including
any fuel charges, surcharges, taxes and any other component part
of the utility xxxx.
     
     2. OVERTIME SERVICE:  OVERTIME SERVICE is HVAC consumed in
the Demised Premises at all hours other than WORKING HOURS. 
OVERTIME SERVICE is based upon the aggregate number of hours HVAC
is consumed in the Demised Premises at all hours other than
WORKING HOURS ("OVERTIME HOURS").  

     3. Charges for OVERTIME SERVICE:  The Landlord's monthly
charge for Tenant's OVERTIME SERVICE, payable in addition to any
additional applicable charges, shall be derived as follows:

     An amount equal to the OVERTIME HOURS in the month
multiplied by $25.00.

     These amounts shall be billed at least once every three
months and shall be payable during the month in which billed, as
additional rent.    

     4. Landlord shall have full and unrestricted access to all
air-conditioning and heating equipment, and to all other utility
installations servicing the Building and the Demised Premises. 
Landlord reserves the right temporarily to interrupt, curtail,
stop or suspend air-conditioning and heating service, and all
other utility or other services, because of Landlord's inability
to obtain, or difficulty or delay in obtaining (only with regard
to unique parts or materials or parts or materials made available
by only a small number of manufacturers), labor or materials
necessary therefor, or in order to comply with governmental
restrictions in connection therewith or for any other cause beyond
Landlord's reasonable control.  No diminution or abatement of
Rent, additional rent, or other compensation shall or will be
claimed by Tenant, nor
shall this lease or any of the obligations
of Tenant hereunder be affected or reduced by reason of such
interruptions, stoppages, curtailments or suspensions, the causes
of which are hereinabove enumerated, nor shall the same give rise
to a claim in Tenant's favor that such failure constitutes actual
or constructive, total or partial eviction from the Demised Premises.

     5. Telephone and computer data services shall be the
responsibility of Tenant.  Tenant shall make all arrangements for
telephone service with the company supplying said service,
including the deposit requirement for the furnishing of service. 
Landlord shall not be responsible for any delays occasioned by
failure of the telephone company to furnish service.

     6. At Landlord's option, it shall furnish and install all
lighting tubes, bulbs and ballasts used in the Premises and Tenant
shall pay Landlord's reasonable charges therefor, on demand, as
additional rent.  All such lighting tubes, bulbs and ballasts
shall be provided by Landlord at no charge to Tenant during the
first Lease Year only.  Thereafter, Tenant shall be responsible
for the cost of materials and installation.  The current cost of
such materials is approximately $4.85 per bulb and $10.85 per
ballast.  The current cost of installing ballasts is approximately
$28.00 per hour.  The aforementioned prices and charges are
provided for informational purposes only and are subject to change
throughout the term.


                      SCHEDULE "D"

     1. The sidewalks, entrances, driveways, passages, courts,
elevators, vestibules, stairways, corridors or halls shall not be
obstructed or encumbered by any Tenant or used for any purpose
other than for ingress to and egress from the Demised Premises and
for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for
such delivery by Landlord.  There shall not be used in any space,
or in the public hall of the building, either by any Tenant or by
jobbers or others in the delivery or receipt of merchandise, any
hand trucks, except those equipped with rubber tires and
sideguards.

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

     3. No Tenant shall sweep or throw or permit to be swept or
thrown from the Premises any dirt or other substances into any of
the corridors or halls, elevators, or out of the doors or windows
or stairways of the building, and the Tenant shall not use, keep
or permit to be used or kept any coffee machine, vending machine,
burner, microwave oven, refrigerator or oven, food or noxious gas
or substance in the Demised Premises, or permit or suffer the
Demised Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by
reason of noise, odors and/or vibrations, or interfere in any way
with other tenants or those having business therein, nor shall any
animals or birds be kept in or about the Building.  Smoking or
carrying lighted cigars or cigarettes in the elevators of the
Building is prohibited.

     4. No awnings or other projections shall be attached to the
outside walls of the Building without the prior written consent of
the Landlord.

     5. No sign, advertisement, notice or other lettering and/or
window treatment shall be exhibited, inscribed, painted or affixed
by any Tenant on any part of the outside of the Demised Premises
or the Building or on the inside of the Demised Premises if the
same is visible from the outside of the Demised Premises without
the
prior written consent of the Landlord.  In the event of the
violation of the foregoing by any Tenant, Landlord may remove same
without any liability, and may charge the expense incurred by such
removal to Tenant or Tenants violating this rule.  Interior signs
on doors and directory tables shall be inscribed, painted or
affixed for each Tenant by Landlord at the expense of such Tenant,
and shall be of a size, color and style acceptable to Landlord.

     6. No Tenant shall xxxx, paint, drill into, or in any way
deface any part of the Demised Premises or the Building of which
they form a part.  No boring, cutting or stringing of wires shall
be permitted, except with the prior written consent of Landlord,
and as Landlord may direct.  No tenant shall lay linoleum or other
similar floor covering so that the same shall come in direct
contact with the floor of the Demised Premises and, if linoleum or
other similar floor covering is desired to be used, an interlining
of builder's deadening felt shall be first affixed to the floor,
by a paste or other water soluble material, the use of cement or
other similar adhesive material being expressly prohibited.

     7. No additional locks or bolts of any kind shall be placed
upon any of the doors or windows by any Tenant, nor shall any
changes be made in existing locks or in the mechanisms thereof. 
Each Tenant must, upon the termination of his tenancy, restore to
Landlord all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, such Tenant, and in the
event of the loss of any keys, so furnished, such Tenant shall pay
to Landlord the cost thereof.  Tenant shall be permitted to
install an alarm system in the Demised Premises, provided (i)
Tenant engages a licensed, reputable contractor to perform such
installation, and (ii) Landlord is provided with all appropriate
keys, codes and/or pass cards to disarm such alarm system.  Tenant
shall not be responsible for the payment of any supervisory or
other charge to Landlord in connection with the installation of
such alarm system. 

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


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

     10. Landlord reserves the right to exclude from the
building between the hours of 6:00 P.M. and 8:00 A.M. and at all
hours on Sundays and legal holidays, all persons who do not
present a pass to the building signed by Landlord. Landlord will
furnish passes to persons for whom any Tenant requires same in
writing.  Each Tenant shall be responsible for all persons for
whom he requires such a pass and shall be liable to Landlord for
all acts of such persons.

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

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

     13. Tenant agrees to keep all entry doors closed at all
times and to abide by all rules and regulations issued by the
Landlord with respect to such services.


                       EXHIBIT 1


                      RENTAL PLAN


                       EXHIBIT 2


                PLANS AND SPECIFICATIONS
        

SEE ANNEXED INTIALED COPY OF PLANS AND SPECIFICATIONS


                      EXHIBIT 3
                           
                      GUARANTY 



        FOR VALUE RECEIVED, the undersigned, personally, jointly
and severally, absolutely and unconditionally, hereby guaranty to 
RECKSON OPERATING PARTNERSHIP, L.P.  ("Landlord"), and its heirs,
legal representatives, successors and assigns, the prompt and full
payment and performance of all of the covenants, terms,
provisions, conditions and agreements required to be performed by
WELLCARE DEVELOPMENT, INC. ("Tenant") under that certain lease
dated of even date herewith (the "Lease"), between Landlord and
Tenant, to which this Guaranty is annexed and made a part of.  

        The undersigned hereby waive notice of all defaults and
hereby consent to all extensions of time that Landlord may grant
Tenant in the performance of any of the terms of the Lease and/or
any waiver, in whole or in part, of any such performance, and/or
any release of Tenant, in whole or in part, from any such
performance, and/or any adjustment of any dispute in connection
with the Lease.  No such defaults, extensions, waivers, releases
or adjustments, with or without the knowledge of the undersigned,
shall affect or discharge the liability of the undersigned.  

        THE UNDERSIGNED HEREBY KNOWINGLY WAIVE ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE SUCH
LIABILITY HEREAFTER INSTITUTED BY LANDLORD, ITS SUCCESSORS OR
ASSIGNS, TO WHICH EITHER OR BOTH OF THE UNDERSIGNED MAY BE A
PARTY.

        This Guaranty shall not be impaired by, and the
undersigned hereby consent to, any modification, supplement,
extension or amendment of the Lease to which Landlord and Tenant
may agree. 
 
        The liability of the undersigned is personal, direct,
unconditional, joint and several and may be enforced without
requiring that Landlord first resort to any other right, remedy or
security.  The undersigned shall have no right of subrogation,
reimbursement or indemnity whatsoever, nor any right of recourse
to security for the debts and obligations of Tenant to Landlord,
unless and until all of said debts and obligations have been
satisfied in full.


        In the event Landlord shall be required to retain an
attorney to enforce this Guaranty, the undersigned shall be
responsible for the reasonable attorney fees and disbursements
incurred by Landlord.

        This Guaranty is a continuing guaranty of all of
Tenant's obligations accruing under the Lease.

        This Guaranty shall bind the heirs, personal
representatives, successors and assigns of the undersigned.

        IN WITNESS WHEREOF, the undersigned have executed this
instrument as of the 15th day of December, 1997.            
     


                    THE WELLCARE MANAGEMENT GROUP, INC.


                    /s/ Xxxxxx X. Xxxx
                    By: Xxxxxx X. Xxxx
                            


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


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


                    _______________________________
                            NOTARY PUBLIC





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


     On this 15th day of December, 1997, before me came Xxxxxx X.
Xxxx to me known, who, being by me duly sworn, did depose and say
that (s)he resides at North Long Branch, New Jersey, he is the
President of WellCare Management Group, Inc., the corporation
described in, and which executed, the foregoing instrument; that
(s)he knows the seal of the corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by
order of the board of directors of said corporation; and that
(s)he signed his/her name thereto by like order.


                    /s/Xxxxxxxx X. Xxxxxxx
                       NOTARY PUBLIC

                    XXXXXXXX X. XXXXXXX
                    Notary Public, State of New York
                    No. 02S15055961
                    Qualified in Albany County
                    Commission Expires February 20, 1998