AGREEMENT OF LEASE BETWEEN RECKSON ASSOCIATES AND CROSS/Z INTERNATIONAL, INC. TABLE OF CONTENTS

                              AGREEMENT OF LEASE
                                    BETWEEN
                              RECKSON ASSOCIATES
                                      AND
                          CROSS/Z INTERNATIONAL, INC.





                                    TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----
SPACE.................................................................    1

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

RENT .................................................................    2

USE ..................................................................    3

LANDLORD ALTERATION ..................................................    4

SERVICES .............................................................    4

LANDLORD'S REPAIRS ...................................................    4

WATER SUPPLY .........................................................    4

PARKING FIELD ........................................................    4

DIRECTORY ............................................................    5

TAXES AND OTHER CHARGES ..............................................    5

TENANT'S REPAIRS .....................................................    6

FIXTURES & INSTALLATIONS .............................................    7

ALTERATIONS ..........................................................    7

REQUIREMENTS OF LAW ..................................................    9

END OF TERM ..........................................................    9

QUIET ENJOYMENT ......................................................   10

SIGNS ................................................................   10

RULES AND REGULATIONS ................................................   11

RIGHT TO SUBLET OR ASSIGN  ...........................................   11

LANDLORD'S ACCESS TO PREMISES ........................................   13

SUBORDINATION ........................................................   14

PROPERTY LOSS, DAMAGE REIMBURSEMENT ..................................   15

TENANT'S INDEMNITY ...................................................   16

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DESTRUCTION - FIRE OR OTHER CASUALTY .....................................  17

INSURANCE ................................................................  18

EMINENT DOMAIN ...........................................................  21

NONLIABILITY OF LANDLORD  ................................................  22

DEFAULT ..................................................................  22

TERMINATION ON DEFAULT  ..................................................  24

DAMAGES ..................................................................  25

SUMS DUE LANDLORD  .......................................................  27

NO WAIVER ................................................................  28

WAIVER OF TRIAL BY JURY ..................................................  28

NOTICES ..................................................................  29

INABILITY TO PERFORM .....................................................  29

INTERRUPTION OF SERVICE ..................................................  30

CONDITIONS OF LANDLORD'S LIABILITY  ......................................  30

TENANT'S TAKING POSSESSION ...............................................  31

ENTIRE AGREEMENT..........................................................  31

DEFINITIONS ..............................................................  32

PARTNERSHIP TENANT .......................................................  32

SUCCESSORS, ASSIGNS, ETC .................................................  33

BROKER ...................................................................  33

CAPTIONS .................................................................  33

SCHEDULE "A" .............................................................  36

SCHEDULE "B" .............................................................  39

SCHEDULE "C" .............................................................  41

SCHEDULE "D" .............................................................  42

EXHIBIT 1 ................................................................  45

EXHIBIT 2 ................................................................  46

                                      ii



     AGREEMENT OF LEASE, made as of this 27th day of October, 1994, between
RECKSON ASSOCIATES, a limited partnership, having its principal office at 000
Xxxxxxxxxxx Xxxx, Xxxxx 000 W, CS 5341, Melville, New York 11747-0983
(hereinafter referred to as "Landlord") and CROSS/Z INTERNATIONAL, INC., a
California corporation, having its principal place of business at 0000
Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 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 initialed by the parties
and made part hereof as Exhibit "1" ("Demised Premises" or "Premises") in the
building known as Nassau West Corporate Center I, located at 00 Xxxxxxx
Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx (hereinafter referred to as the
"Building") which the parties agree contains 16,385 square feet in a Building
containing 200,000 square feet which constitutes 8.19 percent of the rentable
area of the Building.


                                     TERM

     2. The term ("Term" or "Demised Term" or "term") of this lease shall
commence on December 1, 1994 hereinafter referred to as the "Term Commencement
Date", and shall terminate on December 31, 2004, hereinafter referred to as the
"Expiration Date", unless the Term shall sooner terminate pursuant to any of
the terms, covenants or conditions of this lease or pursuant to law.

     If the Demised Premises shall not be "substantially completed" in
accordance with Schedule A annexed hereto on or before January 1, 1995, then
the Term Commencement Date (and Tenant's obligation to pay rent) shall be
postponed until the date on which the Demised Premises shall be "substantially
completed" and the Term of this lease (and the Tenant's obligation to pay
rent) shall be extended so that the Expiration Date shall be ten (10) years
and one (1) month after the last day of the month in which the Term
Commencement Date occurs. "Substantially completed" as used herein is defined
to mean when the only items to be completed are those which do not interfere
with the Tenant's occupancy and substantially full enjoyment of the Demised
Premises; but if Landlord shall be delayed in such "substantial completion" as
a result of (i) Tenant's failure to furnish plans and specifications; (ii)
Tenant's request for materials, finishes or installations other than
Landlord's standard; (iii) Tenant's changes in said plans; (iv) the
performance or completion of any work, labor or services by a party employed
by Tenant; (v) Tenant's failure to approve final plans, working drawings or
reflective

                                      1



ceiling plans; then the commencement of the Term of this lease and the payment
of rent 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.

                                      RENT

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

During the first thirteen (13) months of the Term of this lease commencing
December 1, 1994 and ending December 31, 1995, the Rent shall be $218,749.99,
payable $43,749.99 for the first month and $14,583.33 for each of the second
through thirteenth months. 

During the second year, the Rent shall be $240,094.40, payable in monthly
installments of $20,007.87.

During the third year, the Rent shall be $310,135.28, payable in monthly
installments of $25,844.61.

During the fourth year, the Rent shall be $322,540.69, payable in monthly
installments of $26,878.39.

During the fifth year, the Rent shall be $335,442.32, payable in monthly
installments of $27,953.53.

During the sixth year, the Rent shall be $348,860.01, payable in monthly
installments of $29,071.67.

During the seventh year, the Rent shall be $362,814.41, payable in monthly
installments of $30,234.53.

During the eighth year, the Rent shall be $377,326.99, payable in monthly
installments of $31,443.92.

During the ninth. year, the Rent shall be $392,420.07, payable in monthly
installments of $32,701.67.

During the tenth year, the Rent shall be $378,950.21, payable $34,009.74 for
each of the first through tenth months and $19,426.41. for each of the eleventh
and twelfth months.

Each of the rent periods set forth above shall commence immediately after the
preceding rent period.

Tenant agrees to pay the Rent to Landlord, without notice or demand, in lawful
money of the United States which shall be legal


                                        2





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 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 Term
Commencement Date be a date other than the first day of a calendar month, the
Tenant shall pay a pro rata portion of the Rent on a per diem basis, based upon
the second month of the Term, from such date to the first day of the following
month, and Landlord shall credit the excess amount paid toward the payment of
Rent for the next succeeding calendar month.

                                       USE

     4. (A) The Tenant shall use and occupy the Demised Premises only for
executive and administrative offices and for no other purpose.

        (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 100 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. Within ten
(10) days after Tenant shall deliver to Landlord written specifications of any
equipment which Tenant desires to place in the Demised Premises, Landlord shall
advise Tenant if such equipment will have a floor load in excess of 100 pounds
per square foot and, if so, whether Tenant may bring such equipment into the
Demised Premises. 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.


                                        3




        (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 represents that the certificate of occupancy for the Building permits
the Demised Premises to be used for office purposes


                               LANDLORD ALTERATION

     5. Landlord, at its expense, will perform the work and make the
installations, as set forth in Schedule A annexed hereto, which is sometimes
hereinafter referred to as the "Landlord's Initial Construction".


                                    SERVICES

     6. (A) 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 and on
Saturdays from 8:00 A.M. to 1:00 P.M., excluding legal holidays, shall furnish
elevator services to the Demised Premises and provide normal services to the
"Common Area" of the Building. Tenant shall have twenty-four (24) hour access to
the Demised Premises three hundred sixty-five (365) days per year and the
heating and air conditioning systems servicing the Demised Premises shall be
able to provide heat or air conditioning to the Demised Premises during the
hours in which Tenant has employees in the Demised Premises.

        (B) Tenant shall contract directly with LILCO for energy service to the
Demised Premises and Tenant shall pay the cost of such service to LILCO in a
timely fashion.


                               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
improper use of such premises and facilities by Tenant, its agents, employees,
licensees or invitees, which will be made by Landlord at Tenant's expense.


                                        4




                                     WATER SUPPLY

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


                                  PARKING FIELD

     9. Tenant shall have the right to use sixty-five (65) parking spaces, eight
(8) of which shall be reserved spaces, for the parking of automobiles of the
Tenant, its employees and invitees, in the parking area reserved 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
(provided such Rules and Regulations shall be uniformly enforced by Landlord
against the other tenants of the Building). 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.


                                  MONUMENT SIGN

     10. Landlord will furnish to Tenant a listing of Tenant's name on the lawn
monument sign near the main entrance of the Demised Premises. The initial
listing 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 such sign 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

     l1. (A) As used in and for the purposes of this Article 11, the following
definitions shall apply:

        (i) "Taxes" shall be any amount of real estate taxes, assessments,
special or otherwise, sewer rents, rates and charges, State, Town, County taxes,
School taxes, or any other governmental charges, general, specific, ordinary or
extraordinary, foreseen or unforeseen, levied on a calendar year or fiscal year
basis 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 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

                                        5



(a) a tax, assessment, levy, imposition or charge based upon the rents received
thereon, 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 in the nature of a real estate tax assessed against the Real Property
(defined below), 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 in
the 1994/95 tax year for Taxes assessed on a fiscal year basis and in 1995 for
Taxes assessed 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) The Tenant shall pay the 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 the Tenant shall pay to the Landlord, as additional rent for
such Escalation Year, a sum equal to Tenant's percentage of the rentable area of
the Building, as set forth in Paragraph 1 of this Lease multiplied by the amount
of said increase.

        (C) Landlord shall render to Tenant a statement containing a computation
of additional rent due under this Article ("Landlord's Statement") by reason of
any increase in Taxes over the Base Year Taxes. Within twenty (20) days after
the rendition of the Landlord's Statement which shows additional rent to be
payable, Tenant shall pay to Landlord the amount of such additional rent. On the
first day of each month following the rendition of each Landlord's Statement,
Tenant shall pay to Landlord, on account of the potential additional rent, a sum
equal to one-twelfth (1/12th) of the additional rent last paid by Tenant,
which sum shall be subject to adjustment for subsequent increases in Taxes.

        (D) 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
which has accrued for any Escalation Year contained in whole or part in the


                                        6



Term of this lease shall survive the expiration or any sooner termination of the
Demised Term.

                                TENANT'S REPAIRS

     12. 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 24 hereof, there shall be no allowance to Tenant for a diminution of
rental value and, except if caused by Landlord's negligence, no liability on the
part of Landlord by reason of incovenience, 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 the Demised
Premises, or in or to the fixtures, appurtenances or equipment thereof, and,
except if caused by Landlord's negligence, 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 AND INSTALLATIONS

     13. 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 that any such fixtures, improvements, additions and other property
installed at the sole expense of Tenant with respect to which Tenant has not
been granted any credit or allowance by Landlord, whether pursuant to Schedule A
or otherwise, and which are removable without material damage to the said
Demised Premises, and any of Tenant's trade fixtures, may be removed by Tenant
on condition that Tenant shall repair at its expense any damage to the Demised
Premises or the Building resulting from such removal. 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

                                       7



shall enjoy full right of access to the Demised Premises through the public
entrances, public corridors and public areas within the Building.

                                   ALTERATIONS

        14. (A) After completion of the Demised Premises as set forth in
Schedule A, Tenant shall make no alterations, installations, additions or
improvements (hereinafter collectively referred to as "Improvements"), except
decorations, in or to the Demised Premises without Landlord's prior written
consent, which consent shall not be unreasonably withheld, and then only by
contractors or mechanics approved by Landlord and at such times and in such
manner as Landlord may from time to time designate. 

        (B) All Improvements done by Tenant shall at all times comply with (i)
laws, rules, orders and regulations of governmental authorities having
jurisdiction thereof, and (ii) rules and regulations of the Landlord attached as
Schedule D.

        (C) Plans and specifications prepared by and at the expense of Tenant
shall be submitted to Landlord for its prior written approval; no installations
or work shall be undertaken, started, or begun by Tenant, its agents, servants
or employees, until Landlord has approved such plans and specifications; and no
amendments or additions to such plans and specifications shall be made without
the prior written consent of Landlord; and such alterations or work performed by
or on behalf of Tenant (but not by Landlord) shall be subject to Landlord's
supervisory fee charge of 6% of the cost thereof. Tenant agrees that it will
not, either directly or indirectly, use any contractors and/or labor and/or
materials if the use of such contractors and/or labor and/or materials would or
will create any difficulty with other contractors and/or labor engaged by Tenant
or Landlord or others in the construction, maintenance and/or operation of the
Building or any part thereof.

        (D) Tenant's right to make Improvements shall be subject to the
following additional conditions: (i) the Improvements will not result in a
violation of, or require a change in, any Certificate of Occupancy applicable to
the Premises or the Building; (ii) the outside appearance, character or use of
the Building shall not be affected; (iii) no part of the Building outside of the
Premises shall be physically affected; (iv) the proper functioning of any
air-conditioning, elevator, plumbing, electrical, sanitary, mechanical and
other service or utility system of the Building shall not be affected.

        (E) Tenant shall defend, indemnify and save harmless Landlord against
any and all mechanics' and other liens filed in

                                        8

 



connection with its Improvements, repairs or installations, including the liens
of any conditional sales of, or chattel mortgages upon, any materials, fixtures
or articles so installed in and constituting part of the Premises and against
any loss, cost, liability, claim, damage and expense, including reasonable
counsel fees, penalties and fines incurred in connection with any such lien,
conditional sale or chattel mortgage or any action or proceeding brought
thereon. As a condition precedent to Landlord's consent to the making by Tenant
of Improvements, Tenant agrees to obtain and deliver to Landlord, written and
unconditional waivers of mechanics' liens for all work, labor and services to be
performed and materials to be furnished, signed by all contractors,
subcontractors, materialmen and laborers to become involved in such work.
Notwithstanding anything to the contrary contained in this Paragraph, Tenant
shall be permitted to finance and encumber their trade fixtures and computer
systems. 

     Tenant, at its expense, shall procure the satisfaction or discharge of all
such liens within thirty (30) days of the filing of such lien against the
Premises or the Building. If Tenant shall fail to cause such lien to be
discharged within the aforesaid period, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either
by paying the amount claimed to be due or by procuring the discharge of such
lien by deposit or by bonding proceedings, and in any such event Landlord shall
be entitled, if Landlord so elects, to compel the prosecution of an action for
the foreclosure of such lien by the lienor and to pay the amount of the judgment
in favor of the lienor with interest, costs and allowances. Any amount so paid
by Landlord, and all costs and expenses incurred by Landlord in connection
therewith, together with interest thereon at the maximum rate permitted by law
from the respective dates of Landlord's making of the payments or incurring of
the cost and expense, shall constitute additional rent and shall be paid on
demand.

                               REQUIREMENTS OF LAW

     15. (A) Tenant, as 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


                                        9



or licensees. Or by the use or occupancy or manner of use or 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.


                                   END OF TERM

     16. (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 16 shall survive the Expiration Date or sooner termination of this
lease.

        (B) If Tenant shall hold over after the end of the Term, such holding
over shall be unlawful and in no manner constitute a renewal or an extension of
this lease and no notice of any kind shall be required prior to any commencement
of summary proceeding and Tenant hereby waives any such right. However, during
such hold over time Tenant shall have all of the obligations of this lease. In
the event of any holdover after a termination of the term of this lease
pursuant to court order or after December 31, 2004, Tenant shall be required to
pay, if it shall fail to vacate the Demised Premises within (10) days after
notice from Landlord, rent at a monthly rate equal to 150% of the amount due
during the first


                                       10



month of the last year of occupancy before the end of the expired term, plus any
esclations or additional rent provided for in this lease.

                                 QUIET ENJOYMENT

     17. 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 22.


                                      SIGNS

     18. 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 Landlord's standard name plaque which shall be
located on the main entrance door to the Demised Premises. Landlord shall
inscribe upon such plaque Tenant's name and the name of up to two (2) companies
affiliated with Tenant. The first sign shall be at Landlord's expense.


                              RULES AND REGULATIONS

     19. 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 use reasonable best efforts to secure compliance with said Rules
and Regulations by the other tenants or occupants of the Building but 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 or

                                       11



occupant in the Building, nor shall Landlord be required to commence a legal
action to enforce such compliance.

                            RIGHT TO SUBLET OR ASSIGN

     20. (A) The Tenant covenants that it shall not assign this lease nor sublet
the Demised Premises or any part thereof without the prior written consent of
Landlord in each instance, except on the conditions hereinafter stated. The
Tenant may assign this lease or sublet all or a portion of the Demised Premises
with Landlord's written consent, providing:

        (i) That such assignment or sublease is for a use which is in compliance
with 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.

        (B) Notwithstanding anything contained in this Article 20 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

                                       12



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 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) 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.

        (E) Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not mortgage nor encumber this agreement or the Demised
Premises.


                          LANDLORD'S ACCESS TO PREMISES

     21. (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
twelve (12) 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


                                       13



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,
except if caused by Landlord's negligence, 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

     22. (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 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

                                       14



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 information on the Tenant, Tenant
shall promptly comply with such request. Such financial information shall be
audited if Tenant otherwise possesses audited financial statements.

        (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 or the premises demised hereby is terminated,
providing

                                       15


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 leasee 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. Nothing herein contained shall diminish any rights derived by reason
of Nondisturbance Agreements granted to Tenant by lessor under the terms of
their underlying lease.

     (E) At Tenant's option, Landlord shall deliver to Tenant, within sixty (60)
days after the date of this lease, a Nondisturbance and Attornment Agreement
from the holder of the mortgage on the Building, provided such mortgage holder
is satisfied with the financial status of Tenant. If Tenant shall not request
such Nondisturbance and Attornment Agreement until after the first sixty (60)
days after the date of this lease, Landlord shall use its reasonable best
efforts to obtain such Nondisturbance and Attornment Agreement. Tenant shall
provide to Landlord upon request by Landlord a current financial statement for
submission to such mortgage holder. Such Nondisturbance and Attornment Agreement
shall provide, in part, that such mortgage holder shall not disturb Tenant's
rights under this lease provided Tenant shall not be in default hereunder and
shall further provide that, if such mortgage holder (or its designee) shall
succeed to Landlord's interest under this lease, Tenant shall attorn to such
mortgage holder (or its designee).


                      PROPERTY LOSS, DAMAGE REIMBURSEMENT

     23. (A) Landlord or its agents shall not be liable for any damages to
property of Tenant or of others entrusted to employees of the Building, nor for
the loss of or damage to any property of Tenant by theft or otherwise, unless
such loss or damage shall be caused by Landlord's negligence. Landlord or its
agents shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity,


                                       16








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 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, covenants 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.

                              TENANT'S INDEMNITY

         (B) 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 thing whatsoever done (other than by Landlord or its
contractors or the agents or employees of either) in and on the Demised
Premises during the Term of this lease and during the period of time, if any,
prior to the specified Term 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 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.

                                      17



                     DESTRUCTION - FIRE OR OTHER CASUALTY

                                                              
         24. (A) 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 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) and Landlord has not completed the making of
the required repairs and restored and rebuilt the Premises and/or access
thereto within nine (9) months from the date of such damage or destruction,
and such additional time after such date (but in no event to exceed six (6)
months) as shall equal the aggregate period Landlord may have been delayed in
doing so by unavoidable delays or adjustment of insurance, Tenant may serve
notice on Landlord of its intention to terminate this lease, and, if within
thirty (30) days thereafter Landlord shall not have completed the making of
the required repairs and restored and rebuilt the Premises, this lease shall
terminate on the expiration of such thirty (30) day period as if such
termination date were the Expiration Date, and the Rent and additional rent
shall be apportioned as of such date and any prepaid portion of Rent and
additional rent for any period after such date shall be refunded by Landlord
to Tenant.

         (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.


                                      18

         (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, unless caused by
Landlord's negligence and only to the extent of Landlord's insurance coverage.
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


         25. (A) Tenant shall not do anything, or suffer or permit anything to
be done, in or about the Premises which shall (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

                                      19




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-cancellable 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

                                      20







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
cancelled 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, upon notice given by Landlord to Tenant, shall be deemed of
no further force or effect, with respect to any insured risks under such
policies from and after the giving of such notice. 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 policies.

         (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

                                      21







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


         26. (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 a substantial 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 sixty (60) days 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 thereof, Tenant shall have the right,
by delivery of notice in writing to Landlord within sixty (60) days 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 26. For purposes of this paragraph,
the taking of the roadways or parking areas of the Building which do not affect
a substantial part of the means of access to the Building or do not affect a
substantial number of parking spaces shall not be deemed to be a taking of a
substantial part of the Building. 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.


                                      22





         (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 26 shall not be applicable to any
condemnation or taking for governmental occupancy for a limited period.


                           NONLIABILITY OF LANDLORD


         27. (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 land and Building of which the Demised Premises form a
part for the satisfaction of Tenant's remedies and in no event shall Tenant
attempt to secure any personal judgment against 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.



                                      23



                                    DEFAULT


         28. (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 ten (10) days after notice by
Landlord to Tenant of such,default; 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
twenty (20) 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 twenty (20) days and Tenant shall not commence within said
period of twenty (20) 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


                                      24




         (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) [Intentionally omitted.]

         (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 20; 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 ten day
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 ten (10) days with the same
effect as if the date of expiration of said ten (10) days were the Expiration
Date, but Tenant shall remain liable for damages as provided in Article 30.

         (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 28(A), shall be deemed to mean any one or more of the
persons primarily or secondarily liable for Tenant's obligations under this
lease.


                            TERMINATION ON DEFAULT


         29. (A) 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 ten (10) days after notice by
Landlord to Tenant of such default, or if this lease and the Demised Term
shall expire and come to an end as provided in Article 28:

                  (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

                                      25



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 use reasonable efforts to relet the Demised Premises and shall in no
event be liable for failure to relet the Demised Premises or any part thereof,
or, in the event of any such reletting, for failure to collect any rent due
upon any such reletting, and no such 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 Tenant shall have been dispossessed by a judgment. 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 proceedings 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 other
remedy allowed at law or in equity.


                                    DAMAGES


         30. (A) If this lease and the Demised Term shall expire and come to
an end as provided in Article 28 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 29 or by or


                                      26

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 29(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, reasonable
attorneys' fees, alteration costs and other expenses of preparing the Demised
Premises for such reletting). 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 four (4%) 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.


                                      27





         (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 30. 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 30(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 for the
Escalation Year (as defined in Article 11) immediately preceding such event.
Nothing contained in Articles 28 and 29 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 30(A).


                               SUMS DUE LANDLORD


         31. 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, on ten (10) days prior notice (except in the event of
an emergency which shall not require 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 rent) accruing from Tenant to
Landlord pursuant to any provisions of this lease, including, but not limited
to, the provisions of Schedule C, 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

                                      28




Rent or additional rent is not paid within ten (10) days of the day when same
is due, on more than one (1) occasion in any twelve (12) month period, Tenant
shall pay a late charge equal to 8-1/2 cents for each dollar so due.


                                   NO WAIVER


         32. 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 for loss of or damage to any of Tenant's effects in connection with
such underleting. 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 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
wavier 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 then 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.







                                      29





                            WAIVER OF TRIAL BY JURY


         33. 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 of whatever nature or
description in any such proceeding (except counterclaims which are
inextricably connected to the obligation to pay Rent or additional rent) 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


         34. 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) or by overnight delivery service, addressed (A) to Tenant (i) at
Tenant's address set forth in this lease if sent prior to Tenant's taking
possession of the Demised Premises, or (ii) at the Building if sent
subsequent to Tenant's taking possession of the Demised Premises, or (iii) at
any place where Tenant or any agent or employee of Tenant may be found if sent
subsequent to Tenant's vacating, deserting, abandoning or surrendering the
Demised Premises, and (iv) with a copy in all such cases to Tenant at 0000
Xxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxxxxxx,
Executive Vice President, or (B) to Landlord 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

                                      30




received or rejected in the case of mailing and on the date sent in the case
of overnight delivery. For purposes of counting the days of any notice
required to be given under this lease, such days shall be business days.

                             INABILITY TO PERFORM


         35. (A) 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


         (B) 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 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, unless caused by Landlord's negligence,
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.




                                      31





                       CONDITIONS OF LANDLORD'S LIABILITY


          (C) (i) Tenant shall not be entitled to claim a constructive eviction
from the Demised Premises unless Tenant shall have first notified Landlord of
the condition or conditions giving rise thereto, and if the complaints be
justified, unless Landlord shall have failed to remedy such conditions within a
reasonable time after receipt of such notice.

              (ii) 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
                           

          (D) (i) 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
ten (10) days after the such date Tenant shall have given written notice to
Landlord specifying the respects in which the same were not in such condition.

              (ii) If Tenant shall use or occupy all or any part of the Demised
Premises for the conduct of business prior to the Term Commencement Date, 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 Term Commencement Date.


                                ENTIRE AGREEMENT


         36. 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

                                       32


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 agent 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


         37. 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, 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


         38. 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-

                                       33






partners of a partnership) pursuant to Article 20 (any such partnership and such
persons are referred to in this Section as "Partnership Tenants), 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.


         39. 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


         40. Landlord and Tenant each represents to the other that this lease
was brought about by Xxxxxxx, Xxxxxx & Company as broker and all negotiations
with respect to this lease were conducted exclusively with said broker. Each
party agrees that if any claim is made for commissions by any other broker
through or on account of any acts of the indemnifying parts, such party will
hold the other party free and harmless from any and all liabilities and

                                       34




expenses in connection therewith, including reasonable attorney's fees. Landlord
agrees to pay the commission due the aforementioned broker pursuant to a
separate agreement.


                                    CAPTIONS


         41. 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.


         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 ASSOCIATES


                                       By:
----------------------------------        --------------------------------------
                                                                       , Partner


Witness for Tenant:                    CROSS/Z INTERNATIONAL, INC.


                                       By: /s/ Xxxx Xxxxxxxxxxxxxx
----------------------------------        --------------------------------------
                                          Xxxx Xxxxxxxxxxxxxx, President


                                       35


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

         On this 31 day of October, 1994, before me personally came Xxxxxxx
Xxxxxxx to me known, who being by me duly sworn, did dispose and say that he is
a general partner of RECKSON ASSOCIATES, the partnership described in and which
executed the foregoing instrument; that he signed his name thereto and executed
said instrument for and on behalf of and within the authority of said
partnership, as "Landlord".


                                                 /s/ Xxxxxxxx Xxxxxx
                                                 ------------------------------
                                                 Notary Public



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

         On this _____________day of _________________, 1994, before me
personally came Xxxx Chroschilewski, to me known, who being by me duly sworn,
did depose and say that he resides at_____________________________________
_________________________________________________, that he is the President of
CROSS/Z INTERNATIONAL, 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.

                                               _________________________________
                                               Notary Public



                                       36





                                  SCHEDULE "A"
                         LANDLORD'S INITIAL CONSTRUCTION

1. Initial Office Finishing Schedule

At the Tenant's option, Landlord will design or follow Tenant's plans in
preparing Tenant's office area at Landlord's cost in accordance with the
following specifications. (Any discrepancy between the following specifications
and the approved plans shall be controlled by the plans.)

Erect the necessary dividing walls constructed of metal stud, 5/8" Fire X gypsum
board, with xxxxx of 3" fiberglass for sound attenuation in Demising walls.
Finish exterior walls with 1/2" sheetrock. Erect per approved plan dry-wall
partitioning of 2-1/2" metal studs with 1/2" gypsum board on each side to
underside of hung ceiling not to exceed 1 linear foot of partitioning for every
20 square feet of usable space.

Spackle and tape walls three coats to a smooth and true finish. Paint walls two
coats flat latex and doors and trim coats matching enamel,

Install in executive offices, main conference room and reception area, over
padding, executive grade commercial, 26 ounce carpet. Balance of space carpeted
with building standard 20 ounce carpet (glued down). Building standard vinyl
reinforced tile may be installed in place of carpet.

Install a 2" x 4" acoustical tile ceiling with a Travertine finish.

Provide interior hollow core Colony Oak doors on Tenant's plan limited to 3 per
1,000 square feet.

2. Lavatory Area - Public Spaces

a) Separate male and female toilet facilities.

3. Landscaping

The Building will be extensively landscaped with trees, plantings and other
materials. An underground sprinkler system will be provided with a time clock to
maintain proper watering.

4. Electrical Specifications

All electrical work shall be installed in accordance with the National
Electrical Code, and the local building  code. A "Certificate of Compliance"
shall be obtained from the New York Board of Fire Underwriters at the completion
of the project.

                                       37





Lighting throughout the entire finished office area shall be obtained by the use
of recessed light 2' by 4' fluorescent fixtures with prismatic lenses, not to
exceed one (1) fixture for each eighty (80) square feet of usable space. Local
wall switches shall be provided for control of lighting. Toilet, corridor, lobby
and other similar areas shall be lit to 50 foot candles.

Exit light lighting for all paths of egress shall be provided in accordance with
local building department regulations, if required.

All branch circuit wiring shall be above hung ceiling or within dry-wall
construction in finished areas and shall be type BX. All exposed conduits in
non-finished areas shall be thin-walled "EMT".

Wall-mounted duplex convenience outlets shall be provided on the basis of one
duplex outlet for each 120 square feet of rented area. This formula shall be
used to establish the quantity of outlets. However, the exact location of each
outlet shall be coordinated with the Tenant's furniture layout. All duplex
outlets are to be considered as normal convenience outlets and shall be wired up
with an average of 5 to 8 outlets on one 20 ampere, 120 volt circuit. Panel
capacity shall be adequate to handle all tenant lighting and equipment load,
providing such equipment load does not exceed 2 xxxxx per square foot of usable
area.

No credit given for installation less than standard installation.


5. Heating, Ventilation and Air Conditioning specifications

General

The intent of this specification is to define a design concept for the subject
area.

Design Criteria

Central air conditioning with modular systems with individual zone control,
shall be capable of the following performance when the criteria noted are not
exceeded:

A) Between September 1 and June 1, the "heating system" shall be operative and
maintain a minimum of 70 degrees FDB when the outdoor temperature is 0 degrees
FDB and the prevailing wind velocity does not exceed 15 mph.

B) Between April 15 and October 14, the "cooling system" shall be operative and
maintain a maximum of 80 degrees FDB and 55% relative humidity when the outdoor
temperature is 95 degrees FDB and 75 degrees FDB with the prevailing wind
velocity not exceeding 13 mph.

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C) During the overlapping seasons (April 15 - June 1 and September 1 - October
15) both systems shall be operative (cooling and heating).

D) Zoning temperature and balancing controls shall be operated solely by the
Landlord to assure the conditions above.
                    
E) Maintenance of the foregoing temperature conditions is conditioned upon the
following criteria, which shall not be exceeded by the Tenant in any room, or
area, within the Demised Premises:

   a) Population Density.....................................   1 person per 150
                                                                square feet
                                                                
   b) Lighting and Electrical Load Density...................   4 xxxxx per
                                                                square foot

   c) Exhaust and Ventilation Load...........................   5 cfm per person

6. Ventilation

Bathrooms and similar areas to be ventilated per code using rooftop fans.

7. System Design

Exterior Perimeter Zones

Heating/cooling of exterior offices and areas provided by variable air volume
terminals with integrated thermostats to meet Tenant's requirements for
individual control.

Interior Zones

Heating/cooling provided by variable air volume system terminals with integrated
thermostats for areas of 2,000 square feet.


                                       39




                                  SCHEDULE "B"


            LANDLORD'S CLEANING SERVICES AND MAINTENANCE OF PREMISES


(to be performed on all business days except those which are union holidays for
the employees performing cleaning services and maintenance in the Building and
grounds or those days in which the Building is closed)

I. CLEANING SERVICES - PUBLIC SPACES:

A. Floor of entrance lobby and public corridors will be vacuumed or swept and
washed nightly and waxed as necessary.

B. Entranceway glass and metal work will be washed and rubbed down daily.

C. Wall surfaces and elevator cabs will be kept in polished condition.

D. Lighting fixtures will be cleaned and polished annually. Bulbs will be
replaced as needed.

E. Elevators and restrooms will be washed and disinfected once a day. The floors
will be mopped as many times as required. All brightwork and mirrors will be
kept in polished condition. Dispensers will be continuously checked and
receptacles continuously emptied.

F. Exterior surfaces and all windows of the building will be cleaned quarterly.

II. CLEANING SERVICES - TENANT SPACES:

A. Floors will be swept and spot cleaned nightly. Carpets will be swept daily
with carpet sweeper and vacuumed weekly.

B. Office equipment, telephones, etc. will be dusted nightly.

C. Normal office waste in receptacles and ashtrays will be emptied nightly.

D. Interior surface of windows and xxxxx will be washed and blinds dusted
quarterly.

E. There shall be regularly scheduled visits by a qualified exterminator.


                                       40




III. EXTERIOR SERVICES:


A. Parking fields will be regularly swept, cleared of snow in excess of two
inches, and generally maintained so as to be well drained, properly surfaced and
striped.

B. All landscaping, gardening, exterior lighting and irrigation systems will
have regular care and servicing.

IV. EQUIPMENT SERVICE:

A. All air-conditioning and heating equipment and elevators will be regularly
serviced and maintained.

B. Plumbing and electrical facilities, doors, hinges and locks will be repaired
as necessary.

C. All appurtenances, such as rails, stairs, etc. will be maintained in a safe
condition.

V. EXTRA CLEANING SERVICES

Tenant shall pay to Landlord, on demand, Landlord's charges for (a) cleaning
work in the Premises required because of (i) misuse or neglect on the part of
Tenant or its employees or visitors, (ii) use of portions of the Premises for
preparation, serving or consumption of food or beverages, or other special
purposes requiring greater or more difficult cleaning work than office areas;
(iii) unusual quantity of interior glass surfaces; (iv) non-building standard
materials or finishes installed by Tenant or at its request; (v) increases in
frequency or scope in any item set forth in Schedule B as shall have been
requested by Tenant; and (b) removal from the Premises and Building of (i) so
much of any refuse and rubbish of Tenant as shall exceed that normally
accumulated in the routine of ordinary business office activity and (ii) all of
the refuse and rubbish of any eating facility requiring special handling (wet
garbage).


                                       41


                                  SCHEDULE "C"

         1. 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 utilities, or other services, because of Landlord's
inability to obtain, or difficulty or delay in obtaining, labor or materials
necessary therefor, or in order to comply with governmental restrictions in
connection therewith, or for any other causes beyond Landlord's reasonable
control. Landlord hereby agrees to use reasonable best efforts not to curtail
such services. No diminution or abatement of Rent, additional rent, or other
compensation shall be granted to Tenant, nor shall this Lease or any of the
obligations of Tenant hereunder be affected or reduced by reason of such
interruptions, stoppages or curtailments, 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, unless such interruptions, stoppages or curtailments have been
due to the arbitrary, willful or negligent act, or failure to act, of Landlord
or its agents.

         2. Telephone service 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.


                                       42




                                  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 substance's 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, micro wave 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 currently being used by
Landlord for other tenants occupying comparably sized space in the Building.

                                       43



         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, or as shown on plans approved by Landlord, which
approval shall not be unreasonably withheld. 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.

         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 reasonable 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.


                                       44




         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.


                                       45





                                   EXHIBIT 1


                                  RENTAL PLAN
                                  -----------





                                       46




                                    EXHIBIT 2

                                  TENANT'S WORK


         Tenant's Plans and Work. With respect to any work or alterations to be
performed by Tenant pursuant to this Lease, Tenant shall, at its expense,
furnish Landlord with all drawings, plans, layouts and specifications for work
to be performed by Tenant, including, without limitation, architectural,
plumbing, electrical, mechanical and heating, ventilating and air conditioning
plans (the "Tenant's Plans"). All of the Tenant's Plans shall:

         (1) be compatible with the Landlord's building plans;

         (2) comply with all applicable laws and the rules, regulations,
             requirements and orders of any and all governmental agencies,
             departments or bureaus having jurisdiction; and

         (3) be fully detailed, including locations and complete dimensions.

Tenant's Plans shall be subject to approval by Landlord which shall not be
unreasonably withheld. Tenant shall, at Tenant's expense, (i) cause Tenant's
Plans to be filed with the governmental agencies having jurisdiction thereover,
(ii) obtain when necessary all governmental permits, licenses and authorizations
required for the work to be done in connection therewith, and (iii) obtain all
necessary certificates of occupancy, both temporary and permanent. Landlord
shall execute such documents as may be reasonably required in connection with
the foregoing and Landlord shall otherwise cooperate with Tenant in connection
with obtaining the foregoing, but without any expense to Landlord. Tenant shall
make no change in any of Tenant's Plans without the prior written consent of
Landlord in each instance, except for minor, non-structural items involving a
cost of less than $2,000.

         No work shall commence in the Premises until (i) Tenant has procured
all necessary permits therefor and has delivered copies of same to Landlord,
(ii) Tenant has procured a paid builder's risk insurance policy naming Landlord
as an additional insured and has delivered to Landlord a certificate of
insurance evidencing such policy, and (iii) Tenant or its contractor has
procured a workmen's compensation insurance policy covering the activities of
all persons working at the Premises naming Landlord as an additional insured and
has delivered to Landlord a certificate of insurance evidencing such policy.





                                       47




         Tenant may use any licensed architect or engineer to prepare its plans
and to file for permits. However, all such plans and permit applications shall
be subject to review, revision and approval by Landlord or its architect.

         Tenant, at its expense, shall perform all work, in accordance with
Tenant's Plans.



                                       48