UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                          FORM 10-K
  X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the fiscal year ended: December 31, 1998
                                              or
____    Transition Report Pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934

For the transition period from _____to _____

                               Commission file number: 1-10932
                               INDIVIDUAL INVESTOR GROUP, INC.
                    (Exact name of registrant as specified in its Charter)
      
        Delaware                                                13-3487784
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)
                                                            Identification No.)

                      125 Broad Street, 14th Floor, New York, NY  10004
                     (Address of principal executive offices)    (Zip Code)


             Registrant's telephone number, including area code:  (212) 742-2277

             Securities registered pursuant to Section 12(b) of the Act:  NONE

             Securities  registered  pursuant  to Section  12(g) of the Act:  
             COMMON  STOCK,$.01 per share

          Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

          Indicate by check mark if disclosure of delinquent  filers pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

          As of March 19, 1999, the aggregate  market value of the  Registrant's
Common  Stock  (based on the closing sale price of the Common Stock on that date
on the Nasdaq National  Market) held by  non-affiliates  of the Registrant,  was
approximately $22,656,631.

          As of March 19,  1999,  8,890,964  shares of the  Common  Stock of the
Registrant were outstanding.

                             DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the  Registrant's  definitive Proxy Statement for its 1999
Annual Meeting of Stockholders  (the "Proxy  Statement") to be filed pursuant to
Regulation 14A of the Securities  and Exchange  Commission  under the Securities
Exchange Act of 1934, as amended,  which is  anticipated  to be filed within 120
days after the end of  Registrant's  fiscal year ended  December 31,  1998,  are
incorporated by reference into Part III hereof.

                                   

        Important Notice Concerning "Forward-looking Statements" in this Report

     1.  "Forward-looking  Statements."  Certain  parts of this Report  describe
historical  information  (such  as 1998  operating  results),  and  the  Company
believes the  descriptions  to be accurate.  In contrast to describing the past,
various sentences of this Report indicate that the Company believes that certain
results are likely to occur in 1999 or thereafter. These sentences typically use
words or phrases like "believes," "expects,"  "anticipates,"  "estimates," "will
continue"  and  similar  expressions.  Statements  using  those words or similar
expressions are intended to identify  "forward-looking  statements" as that term
is used in Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E  of the  Securities  Exchange  Act  of  1934,  as  amended.  Forward-looking
statements include, but are not limited to, projections of operating results for
1999 and beyond, either concerning a specific segment of the Company's business,
or concerning the Company as a whole.  For example,  projections  concerning the
following are forward-looking statements: net revenues,  operating expenses, net
income or loss,  contribution to overhead,  number of subscribers,  subscription
revenues, revenues per advertising page, number of advertising pages, production
expense per copy, page views, revenues per page view, marketing expenses,  sales
expenses, and general and administrative  expenses. Any statement in this report
that does not  describe  a  historical  fact is  deemed to be a  forward-looking
statement.

        2. Actual Results May Be Different  than  Projections.  Actual  results,
however,  may  be  materially  different  from  the  results  projected  in  the
forward-looking  statements, due to a variety of risks and uncertainties.  These
risks  and  uncertainties  include  those  set  forth in Item 1 of Part I hereof
(entitled  "Business"),  in  Item 7 of Part II  hereof  (entitled  "Management's
Discussion and Analysis of Financial Condition and Results of Operations"),  and
in Exhibit 99 hereof and elsewhere in this Report.

        3. The Company Has No Duty to Update  Projections.  The  forward-looking
statements  in this  Report are  current  only on the date this Report is filed.
After the filing of this Report,  the Company's  expectations  of likely results
may change,  and the Company might come to believe that certain  forward-looking
statements in this Report are no longer accurate. The Company shall not have any
obligation,  however,  to release  publicly any  corrections or revisions to any
forward-looking  statements  contained  in  this  Report,  even  if the  Company
believes the forward-looking statements are no longer accurate.



                                            PART I


ITEM 1. BUSINESS

        Individual Investor Group, Inc. and its subsidiaries (collectively,  the
"Company") are primarily engaged in providing  financial  information  services.
The  Company  provides  research  and  analysis  of  investment  information  to
individuals and investment  professionals  through two business segments:  Print
Publications  and Online  Services.  The Company's  Print  Publications  segment
publishes and markets Individual  Investor magazine,  Ticker(sm)  magazine,  and
Individual  Investor's  Special  Situations  Report, a monthly  newsletter.  The
Company's Online Services include Individual Investor Online  (www.iionline.com)
and InsiderTrader.com (www.insidertrader.com). The Company believes that the two
forms of  distribution  of financial  information  - print and  electronic - are
complementary, and the Company is committed to exploiting the synergies that the
two forms of media  provide.  In addition,  the Company has  developed  the INDI
SmallCap  500(tm)  index of  small-cap  stocks,  which is listed on the American
Stock Exchange under the ticker symbol NDI. At the beginning of 1998 the Company
also engaged in investment management services, but the Company decided in April
1998 to  discontinue  those  operations  and focus  exclusively on the financial
information services business.

        The relative  contribution of the two business segments to the Company's
operating  revenue and operating  profit for the three years ended  December 31,
1998, and the  identifiable  assets of each segment at the end of each year, are
included in Note 9 to the Company's  consolidated  financial  statements,  which
Note is hereby incorporated by reference.


PRINT PUBLICATIONS

Individual Investor Magazine

        The Company's flagship  publication,  Individual Investor magazine, is a
consumer-oriented monthly investment magazine that offers commentary and opinion
on investment ideas.  Individual Investor seeks  differentiation  among personal
finance magazines  through its focus on identifying and recommending  investment
opportunities  on the  basis of  in-house  proprietary  research  and  analysis.
Individual  Investor  focuses on analysis of investment  opportunities in public
companies  and mutual funds  believed to have the  potential to achieve  returns
higher than those of the general market.  In addition to investment  ideas,  the
publication  seeks to provide the investor with tools and knowledge to help with
investment decisions.

        Individual Investor is printed on a glossy, coated paper stock and has a
basic annual  subscription  rate of $22.95 ($2.99 newsstand  price).  Individual
Investor had a total paid subscriber and newsstand  circulation of approximately
500,000 in March  1999,  which is  unchanged  from March  1998.  The Company has
intentionally  stabilized  its  circulation  and rate  base in order to focus on
increasing  the  number  of  advertising  pages  sold and the net rate per page.
Individual  Investor's revenues from advertising,  circulation,  list rental and
other  sources  aggregated  $11,487,554,  which  is 75% of the  Company's  total
revenues from continuing operations for the year ended December 31, 1998.

        The Company  anticipates  publishing a 13th issue of Individual Investor
in 1999,  focused  on the  affluent  lifestyle  of  readers.  The  Company  also
anticipates  offering paid  seminars,  commencing  in January  2000,  focused on
investment  education.  In  addition  to  seminar  fees  to  be  collected  from
attendees, the Company intends to seek revenue from sponsors.

Ticker Magazine

        The Company also publishes Ticker magazine,  a monthly trade publication
distributed  without charge to a controlled  circulation  of financial  brokers,
planners  and  advisers.   During  most  of  1998,   Ticker's   circulation  was
approximately  90,000.  Effective  with the  February  1999  issue,  the Company
increased the circulation to approximately 100,000, and concurrently implemented
a  proportionate  increase in  advertising  rates.  Ticker  focuses on providing
investment  professionals  with  information  to help increase  their  business,
manage their accounts more  effectively,  and improve results for their clients.
Ticker  publishes  articles on stocks,  bonds, and mutual funds, and it features
interviews with selected  analysts and research  specialists.  Ticker's revenues
from advertising,  list rental and other sources aggregated $2,241,685, which is
15% of the Company's  total  revenues from  continuing  operations  for the year
ended December 31, 1998.

        The Company  currently is testing a product  entitled  Ticker Daily Fax,
which the Company is distributing via facsimile. If Ticker Daily Fax is formally
launched,  the Company  anticipates it will sell subscriptions to the product as
well as  advertising.  The Company also  anticipates  publishing a 13th issue of
Ticker in 1999.




Individual Investor's Special Situations Report Newsletter

        The Company also  publishes  Individual  Investor's  Special  Situations
Report  ("SSR"),  a  monthly  12-page  report  that is  mailed  first  class  to
subscribers. Each issue of SSR features one new stock investment recommendation,
including a detailed  research  report that  discusses  the  featured  company's
operating history, future plans, management, and specific financial projections.
In addition,  each issue reports on recent  company  developments  of previously
recommended stocks and gives buy, hold, or sell recommendations on those stocks.

        The basic annual  subscription  price for SSR is $165. As of March 1999,
SSR had approximately 3,700 paid subscribers,  compared with approximately 5,000
in March 1998.  SSR's  subscription  levels,  which have declined as a result of
changes in the timing of new and renewal  promotions,  are  expected to increase
modestly during 1999. SSR's revenues from circulation and list rental aggregated
$482,908, which is 3% of the Company's total revenues from continuing operations
for the year ended December 31, 1998. In addition to the Company's  distribution
of SSR via first class mail, the Company is considering distributing SSR through
the Internet.

        Advertising

        Print  Publications  advertising  revenues are derived  from  Individual
Investor and Ticker  magazines  and  accounted  for 62% of the  Company's  total
revenues from  continuing  operations  for the year ended  December 31, 1998, as
compared to 63% for 1997. Print Publications  advertising revenues for 1998 were
$9,488,241,  as compared to $9,373,553 in 1997. Print  Publications  advertising
sales  efforts are  performed by the  Company's  employees  and by outside sales
representatives located throughout the United States.

        Print  Publications  advertising  is sold  primarily  to four  types  of
advertisers:  (1)  financial  services  companies,   including  traditional  and
electronic   brokerage   firms,   mutual  funds  and   companies   that  provide
investment-oriented  products; (2) consumer advertisers,  including marketers of
automobiles,  computer products, clothing and accessories;  (3) public companies
interested  in  attracting  the  publications'  readers  as  investors;  and (4)
business-to-business and technology advertisers.

        On the basis of independent  subscriber  studies,  the Company  believes
that the subscribers of Individual Investor and Ticker typically are financially
sophisticated individuals with substantial net worth, several years of investing
experience,  and significant  investment  portfolios.  The Company believes that
those  demographics  are a  valuable  tool in  marketing  advertising  space  in
Individual Investor and Ticker.

        The Company  intends to increase  advertising  revenues by continuing to
target  national  consumer  and  financial  advertisers  in such  industries  as
automobiles,   technology  products,   insurance,  mutual  funds  and  brokerage
companies.  The Company believes that the increased circulation base for Ticker,
increased  product  awareness for Individual  Investor  through  targeted public
relations  and   advertising,   as  well  as  the  growth  and   development  of
www.iionline.com, will continue to attract more attention to the magazines as an
advertising medium. Additionally,  the Company has reorganized its sales efforts
to  pursue  an  integrated  sales  strategy  to  promote  all of  the  Company's
publications to advertisers.  The Company  anticipates that in the Fall of 1999,
Individual  Investor will be measured for the first time by syndicated  research
(standardized  media research studies used by advertisers),  which should assist
the Company's efforts to sell additional advertising pages.



Circulation and Marketing

        Print  Publications   circulation  revenues,   which  are  derived  from
Individual  Investor  magazine and SSR,  accounted for  approximately 23% of the
Company's total revenues from continuing  operations for the year ended December
31, 1998, as compared to 27% for 1997. Print Publications  circulation  revenues
for 1998 were $3,483,706, as compared to $3,953,285 in 1997. The Company obtains
subscriptions  for Individual  Investor through leading  subscription  agencies,
such as American Family  Publishers and Publishers  Clearing  House,  and NewSub
services  (subscription  offers in credit card  statements).  The  Company  also
solicits  subscriptions for Individual  Investor through  direct-mail  marketing
promotions, insert cards in the magazine, and the Internet.

     Individual  Investor is  distributed  for sale on newsstands  ("single-copy
sales")  throughout  the United  States by  independent  parties (the largest of
which is  International  Circulation  Distributors,  a subsidiary  of The Hearst
Corporation).  Single  copy  revenues  for 1998 were  $754,402,  as  compared to
$750,321 in 1997.

        Ticker is a  controlled-circulation  magazine  distributed  to  brokers,
financial  advisors  and  financial-industry  professionals,  whose  names are
obtained from lists acquired by the Company,  who must respond that they want to
continue receiving the publication in order to stay on the circulation list.

        SSR is sold by subscription  only. The Company uses targeted direct mail
solicitation   to  promote  SSR  and   concentrates  on   cross-marketing   this
higher-priced publication to the larger Individual Investor subscriber base. The
Company also uses independent sales agents to obtain subscriptions for SSR.

List Rental Revenue

        Print  Publications  list  rental  revenues  accounted  for  5%  of  the
Company's total revenues from continuing  operations for the year ended December
31, 1998, as compared with 7% in 1997. Print  Publications  list rental revenues
for 1998 were $796,436,  as compared to $1,039,833 in 1997. The Company utilizes
the services of Rickard List Marketing, an independent list-management agent, to
promote the rental of the Company's Print Publications subscriber lists.

Competition

        Many of the print  publications  with  which the  Company  competes  are
published by larger companies that publish multiple titles, such as Time Warner.
These  companies  have   significantly   larger  resources  and  more  extensive
relationships with advertisers than does the Company. The Company believes these
publishers  have a  competitive  advantage  because of their  ability to attract
subscribers and advertisers and promote sales more extensively than the Company.
The Company's  strategy is to compete on the basis of its unique editorial focus
on actionable  investment ideas. The Company believes that this provides it with
a subscriber base possessing superior demographics.

        Some of the  publications  focused on personal finance that compete with
Individual  Investor are Money, Smart Money,  Kiplingers and Worth. In addition,
Individual  Investor  competes  against  publications  with a broader  editorial
focus,  including The Wall Street Journal,  Barrons,  Investors  Business Daily,
Business  Week,  Forbes  and  Fortune.   Ticker  competes  for  advertising  and
readership with other  publications that target brokers,  financial advisers and
financial   industry   managers.    Those   publications    include   Registered
Representative, Institutional Investor, Research and On Wall Street. The Company
also competes with other research reports,  newsletters,  and other publications
and services offered by financial investment houses and publishers.



Production and Operations

        All preliminary  research and analysis are done by in-house research and
editorial staff.  After the editorial  content of the Company's  publications is
determined,  the articles are assigned to either in-house writers or researchers
or to freelance  columnists.  In addition,  Individual Investor has arrangements
with  such  well-known  authors  as  Maria  Bartiromo,   Lawrence  Kudlow,  John
Rekenthaler,  and Jeremy Siegel, to provide original articles for publication on
a regular  basis.  The  financial  tables  included in  Individual  Investor are
provided by various vendors.  The Company uses in-house software and hardware in
the composition and layout of its publications.  The Company selects independent
printers based on their production quality and competitive costs and service.

        The Company uses an outside fulfillment service to manage its subscriber
files. The service includes receiving subscription orders and payments,  sending
renewal and invoice  notices to  subscribers,  and generating  the  subscribers'
labels and circulation information reports each month.


ONLINE SERVICES

Individual Investor Online (www.iionline.com)

        The Company's primary web site for Internet users,  Individual  Investor
Online  (www.iionline.com),  provides  investment  information  and analysis for
individual  investors.   The  site  provides  users  with  continuously  updated
research,  message  boards,  portfolio  tracking,  analytical  tools,  news  and
financial information, which enables interaction between the Company's community
of users and  analysts.  In the fourth  quarter of 1998 the Company  completed a
major redesign of the site featuring more analysis,  improved portfolio tracking
and  expanded  message  boards.  As  of  March  1,  1999,  www.iionline.com  had
approximately 155,000 registered users (registration  currently only is required
to use the portfolio tools or to post messages on message  boards),  as compared
with  74,000  registered  users in March  1998 (at which time  registration  was
required to access the majority of the site). In February 1999, www.iionline.com
received 3.4 million page views. Average daily page views for February 1999 were
154%  higher  than the average  daily page views in  November  1998,  before the
redesign of the site. The site generated $1,110,318 in revenues,  primarily from
advertising,  which  is 7% of  the  Company's  total  revenues  from  continuing
operations for the year ended December 31, 1998.

        The  Company's  strategy  is to  increase  page views  significantly  by
offering portions of its proprietary  content to other heavily trafficked online
services including Yahoo!,  Alta Vista, AOL's Digital City New York,  Quote.Com,
Hoover's Online and Cox  Interactive.  These  content-sharing  arrangements  are
accomplished  at  little or no cost to the  Company  by using  existing  content
(e.g.,  "Stock of the Day," "Industry  Analysis," and "Magic 25 Week in Review")
from Individual  Investor Online. In exchange for providing  proprietary content
to  those  heavily   trafficked   sites,   the  sites   provide   hyperlinks  to
www.iionline.com   (currently  the  most  common  arrangement)  or  provide  for
revenue-sharing  arrangements  with  respect  to  page  views  generated  by the
Company's content.  Such content distribution  arrangements also are designed to
create low-cost promotion of the Company's brand.

        The  Company  seeks to  increase  page views  significantly  through the
combined effect of content distribution  agreements,  word of mouth and selected
use of advertising  and public  relations.  Increased page views would allow the
Company to achieve  increased sales of banner and sponsorship  advertisements on
www.iionline.com.  The Company  also will  attempt to generate  revenue  through
content licensing agreements in which the Company would be paid a licensing fee.



InsiderTrader.com (www.insidertrader.com)

        In   November    1998,   the   Company    purchased    InsiderTrader.com
(www.insidertrader.com),  a web site that distributes  "insider" data filed with
the Securities and Exchange Commission,  and provides proprietary research based
on the data.  InsiderTrader.com  has three levels of services.  It provides free
data,  from which  advertising  revenues are generated,  and co-brands that data
with partners such as Edgar-Online,  Hoover Online, and Company Sleuth. There is
also  a link  to  InsiderTrader.com  on  sites  operated  by  Intuit,  including
Excite.com and Quicken.com. In addition to free content, there are two levels of
subscription-based services, a 12-month subscription for an annual fee of $49.95
to access value-added  insider data and the site's proprietary  research;  and a
premium  service that users pay an additional  fee of $17.95 per month to access
more extensive and complete insider data, along with other value-added  features
that allow them to query the database in a more flexible manner.  As of March 1,
1999,  the site has over 1,900  subscribers  who pay an annual fee of $49.95 and
277 users who pay $17.95 per month for the premium service.

        The  Company  seeks  to  increase  page  views to  InsiderTrader.com  by
continuing to expand its co-branding relationships, and by promoting the service
via other means,  such as radio  programs,  interviews  in the  financial  press
(InsiderTrader.com's  Director  of  Research  is quoted  frequently  in The Wall
Street Journal as an authority on analyzing insider  trading),  and conventional
print advertising.  The Company anticipates adding new features to all levels of
the  subscription-based  sections of InsiderTrader.com to both increase the base
of paying users, and retain present users. A higher-priced "Institutional-level"
of service is expected to be added in the first half of 1999,  and revenues from
third-party  distributors of  InsiderTrader.com's  proprietary research are also
expected  to commence by the first half of 1999.  The  Company  also  desires to
launch at least two other premium sites during 1999 that focus on specific areas
of interest for the serious individual investor.

Marketing

        The  Company   markets  its  web  sites   through  the   content-sharing
arrangements  described above as well as through print and online advertisements
and public relations efforts.

Advertising

        The Company currently uses an independent sales agent, DoubleClick Inc.,
to sell and deliver banner and sponsorship  advertising for Individual  Investor
Online and InsiderTrader.com. The Company also employs in-house sales efforts to
sell  online  advertising.  The  Company has  reorganized  its sales  efforts to
promote  all of  the  Company's  print  and  online  publications  to  potential
advertisers.  Online  advertising  revenues typically are measured on a cost per
thousand page views,  or "CPM," basis,  although other  arrangements,  such as a
cost per click (where payment depends upon the number of times a viewer "clicks"
on the  advertisement) or cost per action (where payment depends upon the number
of times a viewer takes a certain  action,  such as completing  and returning an
online questionnaire) are also employed. CPM rates fluctuate, and may experience
industry-wide  declines going forward.  Also,  even if  industry-wide  CPM rates
remain stable,  the CPM that a site may obtain typically  declines as the number
of page views at the site increases.

Competition

        The  Company   competes   with   various   online   services   including
TheStreet.com,   Yahoo!   Finance,   Microsoft   Investor,   Motley  Fool,   CBS
Marketwatch.com,  as well as those  sponsored  by  publishers  of certain  print
magazines,  including  Money.com and  SmartMoney.com.  The Company also competes
with  other  online  services  offered  by  financial   investment   houses  and
publishers.  Many of the Company's online competitors have significantly  higher
monthly  page  views and  substantially  greater  financial  resources  than the
Company,  which may enable such competitors to compete more effectively than the
Company for advertising revenues. The Company's competitive strategy is to offer
its users proprietary  editorial content,  research and analysis,  together with
the other site features (e.g., news, quotes, message boards and portfolio tools)
in an appealing and easy-to-use format.

INDI SMALLCAP 500

        The Company  developed the INDI SmallCap 500 index of small-cap  stocks,
which is listed on the American  Stock Exchange under the ticker symbol NDI. The
index is comprised of companies  selected  primarily  based upon earnings growth
and is adjusted quarterly.  Companies considered for initial inclusion must have
a market  capitalization  between  $100  million and $2 billion,  show  earnings
growth in excess of 50% in their most recent quarter, and have at least $.05 per
share in their most recent quarterly earnings and positive revenue  comparisons.
Each quarter, the index is rebalanced to delete the bottom 50 companies in terms
of  earnings  growth,  and  replace  them  with 50 new  companies  that meet the
selection  criteria.  The Company  believes that the INDI SmallCap 500, with its
structural focus on small-cap  stocks  exhibiting  earnings growth,  is a better
proxy for the small-cap growth sector than any competing index.

        The Company  intends to offer  licensed use of the INDI  SmallCap 500 as
the  basis  for unit  investment  trusts,  mutual  funds  and  other  derivative
products,  which can be offered by one or more independent  issuers. The Company
will seek to earn revenues from fees primarily based on the dollars  invested in
any such product. Although the Company has received indications of interest from
potential licensees, the Company cannot yet forecast the rate at which such fees
will be set or the  revenues,  if any,  that may be generated  from this product
line.  The Company also is in the process of developing  other  indexes.  If and
when such other  indexes  are  launched,  the  Company  anticipates  offering to
license the new indexes as the basis for financial products to be offered by one
or more  independent  issuers.  As with the INDI SmallCap 500, the Company would
seek to earn licensing  revenue,  but cannot estimate at this time the amount of
revenue, if any, that the Company might receive.

DISCONTINUED OPERATIONS

        On  April  30,  1998,  the  Company's  Board  of  Directors  decided  to
discontinue  the  Company's   investment   management  services  business.   The
investment   management  services  business  was  principally   conducted  by  a
wholly-owned  subsidiary of the Company,  WisdomTree  Capital  Management,  Inc.
("WTCM").  WTCM serves as general  partner of (and is an investor in) a domestic
private investment fund. The Company is also a limited partner in the fund. As a
result of the Board's decision to discontinue the investment management services
business,  WTCM is dissolving  the domestic  investment  fund,  liquidating  its
investments  and  distributing  the net assets to all  investors  as promptly as
possible.

        In 1998 the Company  recorded a provision  of $591,741 to accrue for its
share of any net  operating  losses of the domestic  fund and related costs that
are expected to occur until the fund  liquidates  its  investments.  The Company
believes that  adequate  provision has been made for any remaining net operating
losses and related costs associated with these discontinued operations.

        The Company,  through WTCM, also provided investment management services
to an  offshore  private  investment  fund.  On May 21,  1998  the  sole  voting
shareholder of the offshore fund, in consultation with WTCM, resolved to wind up
the fund and appointed a liquidator to distribute  the assets of the fund to its
investors in accordance with Cayman Islands law. Substantially all of the fund's
assets were  distributed  in cash to its  investors by December  31,  1998.  The
Company has no investment in the offshore fund.

EMPLOYEES

        As of March 1999, the Company  employed 90 persons on a full-time basis:
60  employees  in the Print  Publications  segment,  13  employees in the Online
Services  segment,  and 17  executive,  accounting  and  administrative  support
personnel.

INTELLECTUAL PROPERTY

        The Company  believes that trademarks and service marks are important to
its business and  actively  pursues  strategies  to protect and  strengthen  its
current marks for use in connection  with its products and for future  products.
The Company is somewhat dependent on the use of certain marks in its operations,
particularly the names of its two magazines and its primary web site: Individual
Investor, Ticker and Individual Investor Online, respectively.

        The Company has a perpetual license for use of the trademark  INDIVIDUAL
INVESTOR.  To perfect its  interests in this mark the Company  filed suit during
1997 against The American  Association  of  Individual  Investors,  which is the
licensor,  and a third party, which the Company believed infringed the mark. The
litigation  was resolved  favorably  with an agreement by the third party not to
further infringe the mark. The Company commenced  negotiations with the licensor
to secure  assignment  of the  trademark,  but did not reach an  agreement.  The
Company  will  continue to monitor and seek  enforcement  against any  perceived
infringement  of the mark,  and may again seek  assignment of the mark, on terms
the Company may deem appropriate.

        An  application  to register the trademark  TICKER was filed in November
1996 in connection with the launch of this  publication.  Action on this pending
trademark  application  was deferred by the Patent and Trademark  Office pending
the disposition of the  applications  for two other marks, one for Global Ticker
(which  subsequently was issued as a registered  trademark) and one for Snapshot
Personal Ticker (which application is still pending).  The Company believes that
these marks are not  confusingly  similar and will pursue  registration  of this
mark. There can be no assurance, however, that the Company's application will be
successful.

        The Company also has registered  the  trademarks  MAGIC 25 and AMERICA'S
FASTEST  GROWING  COMPANIES.  The  Company  uses these  marks  regularly  in its
publications  and previously had licensed the latter in connection  with certain
other business activities.

        During 1997 and 1998,  the Company also  undertook  the  development  of
intellectual property rights with respect to several new marks which the Company
intends to use in connection with planned and/or potential  business  activities
or, alternatively, to sell to third parties.

        In  addition  to  trademarks  and service  marks,  the Company  also has
registered  several Internet domain names,  which the Company intends to use for
its  business  operations,  or  alternatively,  to sell to  third  parties.  The
Company's  intellectual property rights also include copyrights in its print and
online publishing content.

        The Company will  continue to seek to derive value from the  development
and  exploitation  of its  intellectual  property.  There  can be no  assurance,
however,  that the Company's  intellectual  property rights will be successfully
exploited  or that such  rights will not be  challenged  or  invalidated  in the
future.




I
TEM 2. PROPERTIES

     During 1998,  the Company leased 28,000 square feet of office space for its
corporate  office at 1633 Broadway in New York, New York. The lease runs through
March 30, 1999 and  provides  for an  aggregate  annual  rent of  $544,000  plus
escalation costs. The Company entered into a new lease for 35,000 square feet of
office space and relocated its corporate  office at the end of March 1999 to 125
Broad Street,  New York, New York. The new lease runs through March 31, 2004 and
provides for an aggregate annual rental of $997,500 plus escalation costs.

        The Company also leases  10,000  square feet at its  previous  location,
also in New York City,  which was sublet as of February  1996 to a third  party.
The lease for its former office space expires March 1, 2005, and provides for an
aggregate  annual rent over the term of the sublease  ranging  from  $160,000 to
$210,000, plus escalation costs. The sublease also expires on March 1, 2005, and
provides for aggregate  annual rental receipts ranging from $160,000 to $205,000
over the term of the sublease,  plus escalation costs. Although the Company does
not currently  anticipate that it will incur any material liability with respect
to the lease for its former office space,  there exists the  possibility of such
liability.



ITEM 3. LEGAL PROCEEDINGS

        In July 1997 certain former limited  partners of WisdomTree  Associates,
L.P.  ("WTA"),  a  domestic  private  investment  fund of which  the WTCM is the
general  partner,  initiated an action in the Supreme  Court of the State of New
York,  County  of New  York,  captioned  Richard  Tarlow  and  Sandra  Tarlow v.
WisdomTree  Associates,  L.P.,  Bob Schmidt and  Jonathan  Steinberg,  Index No.
113819/97.  Defendants moved to dismiss the action based on plaintiffs'  failure
to file a complaint,  and the action was dismissed  without prejudice in October
1997.  In  October  1998,  plaintiffs  moved to  vacate  the  default  judgment.
Defendants  opposed the  motion,  and the court has not yet ruled on the motion.
Plaintiffs allege that defendants did not timely process plaintiffs' request for
redemption of their interest in WTA, which delay allegedly caused  plaintiffs to
suffer  approximately  $470,000 in damages.  The Company is currently evaluating
this matter, and intends to continue  conducting a vigorous defense.  Due to the
inherent  uncertainty  of  litigation,  the  Company  is not able to  reasonably
estimate the potential  losses, if any, that may be incurred in relation to this
litigation.

        In addition to the  foregoing  matter,  the Company from time to time is
involved in ordinary and routine  litigation  incidental  to its  business;  the
Company  currently  believes that there is no such pending legal proceeding that
would have a material adverse effect on the consolidated financial statements of
the Company.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.





                                           PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                      STOCKHOLDER MATTERS


Market Information

        On December 9, 1996 the Company's Common Stock commenced  trading on The
Nasdaq National Market,  which is the principal trading market for the Company's
Common Stock,  under the symbol INDI. The Company's Common Stock had been quoted
on the Nasdaq  SmallCap Market and the Boston Stock Exchange since the Company's
initial public offering on December 4, 1991, under the symbol INDI.

        The table  below sets forth for the periods  indicated  the high and low
sales prices on the Nasdaq National Market for the Company's Common Stock.

        1998:                                         Low ($)       High ($)
        -----                                         -------       --------
        First Quarter                                 5 1/2         7 5/8
        Second Quarter                                2 7/8         6 7/8
        Third Quarter                                   3/4         5
        Fourth Quarter                                  7/8         4 1/4

        1997:
        First Quarter                                 6             9 1/2
        Second Quarter                                5 3/8         8 5/8
        Third Quarter                                 6 3/4         8 1/4
        Fourth Quarter                                5 7/8         7 7/8


        These amounts represent quotations between dealers in securities, do not
include  retail  markups,  markdowns  or  commissions  and may  not  necessarily
represent  actual  transactions.  On March 19, 1999, the last sale price for the
Company's Common Stock, as reported by Nasdaq, was $4.625.

Holders

        On March 5,  1999,  there  were 50  holders  of record of the  Company's
Common Stock. The Company believes that there are approximately 1,300 beneficial
owners of the Company's Common Stock.

Dividends

        To date, the Company has not paid any dividends on its Common Stock. The
payment of  dividends,  if any,  in the future is within the  discretion  of the
Board of  Directors  and will depend upon the  Company's  earnings,  its capital
requirements and financial  condition,  and other relevant factors.  The Company
does not intend to declare any dividends in the foreseeable  future, but instead
intends to retain any capital for use in the business.






Sales of Unregistered Securities

<TABLE>
<CAPTION>

- ------------ ----------------- -------------- ----------------------- --------------------------------------- 
<S>              <C>            <C>           <C>                    <C>          <C>    

                                               Consideration          Exemption     If option, warrant or
     Date of      Title of       Number Sold   received and           from          convertible security,
     sale         security                     description of         registration  terms of exercise or
                                               underwriting or other  claimed       conversion
                                               discounts to market
                                               price afforded to
                                               purchasers
- ------------ ----------------- -------------- ----------------------- ----------- ----------------------------


- ------------ ----------------- -------------- ----------------------- ----------- ----------------------------
 11/19/98     Options to          1,479,801    Exchange of              Section    Vesting over a period of
              purchase common                  previously granted       3(a)(9)    up to five years from date
              stock granted                    options for                         of grant, subject to
              to employees                     cancellation; in                    certain conditions of
                                               addition, exercise                  continued service;
                                               price would be                      exercisable for a period
                                               received upon                       lasting up to ten years
                                               exercise                            from date of grant at an
                                                                                   exercise price of $1.25
                                                                                   per share

- ------------ ----------------- -------------- ----------------------- ----------- ----------------------------
 11/30/98     Series A               10,000      $2,000,000             Section    Convertible into Common
              Preferred Stock                                            4(2)      Stock at a conversion
                                                                                   price of $2.12 per share

- ------------ ----------------- -------------- ----------------------- ----------- ----------------------------
 12/16/98     Warrants to           300,000    Financial advisory       Section    Vesting one year from the
              purchase common                  services; in              4(2)      date of grant as to
              stock granted                    addition, exercise                  150,000 shares, and
              to consultant                    price would be                      thirteen months from the
                                               received upon                       date of grant as to the
                                               exercise                            other 150,000 shares,
                                                                                   provided that the financial
                                                                                   advisory services agreement
                                                                                   has not been terminated by
                                                                                   the Company; exercisable for
                                                                                   a period of four years from
                                                                                   date of grant at an exercise
                                                                                   priceof $2.15625 per share


- ------------ ----------------- -------------- ----------------------- ----------- ------------------------------
 12/23/98     Options to            140,000    Exchange of              Section    Vesting over a period of
              purchase common                  previously granted       3(a)(9)    up to three years from
              stock granted                    options for                         date of grant; exercisable
              to non-employee                  cancellation; in                    for a period lasting up to
              directors                        addition, exercise                  ten years from date of
                                               price would be                      grant at an exercise price
                                               received upon                       of $2.00 per share
                                               exercise

- ------------ ----------------- -------------- ----------------------- ----------- ----------------------------
 10/98        Options  to           251,500    Exercise price would    Section     Vesting over a period of
 -12/98       purchase common                  be received upon          4(2)      up to four years from date
              stock granted                    exercise                            of grant, subject to
              to employees                                                         certain conditions of 
                                                                                   continued service;                      
                                                                                   exercisable for a period
                                                                                   lasting up to ten years from
                                                                                   date of grant at exercise
                                                                                   prices of $1.125 to $2.625
                                                                                   per share    
  
- ------------ ----------------- -------------- ----------------------- ----------  -------------------------------              -

</TABLE>






ITEM 6.        SELECTED FINANCIAL DATA

          The selected  consolidated  financial  data set forth below is derived
from the  Company's  audited  consolidated  financial  statements.  The selected
consolidated financial data set forth below is qualified in its entirety by, and
should be read in  conjunction  with,  "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" and the  consolidated  financial
statements and the notes to those statements included elsewhere herein.


<TABLE>
<CAPTION>
                    

                                                                   At, and for the years ended, December 31,
            
                                                       1998            1997           1996           1995            1994
                                                       ----            ----           ----           ----            ----
<S>                                                  <C>             <C>            <C>            <C>              <C> 
Revenue from continuing operations (a)               $15,348,179     $14,899,741    $12,537,042     $7,485,490      $6,425,555
Operating expenses                                    23,382,892      20,206,774     16,073,791     10,699,299       8,128,312
                                                   -------------- --------------- -------------- -------------- ---------------
Operating loss from continuing operations            (8,034,713)     (5,307,033)    (3,536,749)    (3,213,809)     (1,702,757)
Interest and other income                               224,213          69,296        177,238      1,059,525          51,276
                                                                          
                                                   -------------- --------------- -------------- -------------- ---------------
Net loss from continuing operations                  (7,810,500)      (5,237,737)    (3,359,511)   (2,154,284)     (1,651,481)
(Loss) income from discontinued operations             (781,370)         277,402        170,059     5,047,092         300,476
                                                   ============== =============== ============== ============== ===============
Net (loss) income                                   ($8,591,870)    ($4,960,335)   ($3,189,452)     $2,892,808    ($1,351,005)
                                                   ============== =============== ============== ============== ===============

Basic and dilutive (loss) income per common share:
      Continuing operations                              ($0.99)         ($0.81)        ($0.54)        ($0.45)         ($0.39)
      Discontinued operations                             (0.10)           0.04           0.03           1.05            0.07
                                                   ============== =============== ============== ============== ===============
                                                         ($1.09)         ($0.77)        ($0.51)         $0.60          ($0.32)
                                                   ============== =============== ============== ============== ===============

Average number of common shares used in
  computing basic and dilutive (loss)
  income per common share                              7,876,509       6,466,168       6,198,260      4,805,427       4,277,722

Cash and cash equivalents                             $4,752,587      $3,533,622      $1,544,451     $6,276,987      $1,677,497
Investment in discontinued operations                    282,383       4,037,432       4,947,500      6,502,729         536,880
Total assets                                          10,787,243      12,156,967      11,303,735     16,366,441       4,654,931
Working capital                                        5,931,219       7,798,415       6,715,311     11,967,921       2,302,243
Stockholders' equity                                  $5,691,072      $6,255,099      $5,237,107    $10,468,730      $1,674,653
Current ratio                                                3.1             3.4             3.5            5.7             2.8
Debt/equity ratio                                             0%              0%             0%             0%              0%
</TABLE>



(a) On April 30, 1998, the Company's  Board of Directors  decided to discontinue
the  Company's  investment  management  services  business.  As  a  result,  the
operating  results  relating  to  investment   management   services  have  been
segregated from continuing  operations.  Prior years' amounts have been restated
to conform to the current year presentation.








ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS

Important Notice Concerning "Forward-looking Statements" in this Report

         Please  read  the  notice  set  forth  before  Item 1 of Part I of this
Report.

Year Ended December 31, 1998 as Compared to the Year Ended December 31, 1997

         Loss from Continuing Operations

         The  Company's  loss  from  continuing  operations  for the year  ended
December 31, 1998  increased  49%, to  $7,810,500,  as compared to $5,237,737 in
1997. The increase is due primarily to three factors:  the growing investment in
the development of the Company's  Online  Services;  the decrease in advertising
pages  and  revenues  for  Individual  Investor  magazine;  and high  levels  of
severance and hiring expenses  incurred relating to changes in senior management
and key advertising sales personnel.

         Print   Publications   operations   provided   a   negative   operating
contribution   (before  deducting  general  and   administrative   ("G&A,")  and
depreciation and amortization  expenses) of $692,731 for the year ended December
31, 1998, as compared to a positive  operating  contribution of $78,728 in 1997.
Individual Investor magazine provided a negative operating  contribution (before
deducting G&A and depreciation  and  amortization  expenses) of $421,385 for the
year ended December 31, 1998, as compared to a positive  operating  contribution
of  $423,999  in  1997.  This  change  is  primarily  due to a 10%  decrease  in
advertising revenues. Ticker magazine provided a negative operating contribution
(before  deducting G&A and depreciation  and amortization  expenses) of $311,577
for the year ended  December  31,  1998,  as  compared  to a negative  operating
contribution of $783,342 in 1997. This improvement for Ticker results  primarily
from a 76%  increase in revenues  offset in part by a 24%  increase in operating
expenses.

         Online Services operations  provided a negative operating  contribution
(before deducting G&A and depreciation and amortization  expenses) of $2,056,633
for the year ended  December  31,  1998,  as  compared  to a negative  operating
contribution  of $820,070  in 1997.  This  increase  is due to higher  levels of
expenses incurred for the development,  redesign, and marketing of the Company's
primary website,  Individual Investor Online (www.iionline.com),  offset in part
by higher revenues.

         The  Company  believes  that  losses from  continuing  operations  will
decline  significantly in 1999,  primarily as a result of its current estimation
that  Print   Publications   operations   will  produce  a  positive   operating
contribution  to  overhead  in  1999,  as  compared  to  a  negative   operating
contribution   in  1998,  and  its  current   estimation  that  Online  Services
operations' negative operating  contribution to overhead will decline in 1999 as
compared to 1998. There can be no assurance, however, that the Company's current
estimations will prove to be accurate.

         Operating Revenues

         Total revenues from  continuing  operations for the year ended December
31, 1998  increased  3%, to  $15,348,179,  as compared to  $14,899,741  in 1997.
Revenues for the Print Publications operations decreased 3%, to $14,212,147,  as
compared to $14,689,721  in 1997.  Revenues for the Online  Services  operations
increased 441%, to $1,136,032, as compared to $210,020 in 1997.

         Print Publications advertising revenues for the year ended December 31,
1998  increased 1%, to  $9,488,241,  as compared to  $9,373,553 in 1997.  Ticker
advertising  revenues  for the year ended  December 31, 1998  increased  74%, to
$2,125,464,  as compared to $1,221,954 in 1997. This increase relates  primarily
to twelve  issues  published in 1998  compared to ten in 1997, a 24% increase in
advertising  pages per  issue,  as well as 20%  circulation  and rate  increases
effected in  February  1998.  The Company  believes  that  Ticker's  advertising
revenues will increase in 1999,  given an expected  higher number of advertising
pages sold per issue, an 11% circulation and rate increase  effected in February
1999,  and the Company's  anticipation  of  publishing a 13th issue.  Individual
Investor  advertising  revenues for the year ended  December 31, 1998  decreased
10%,  to  $7,362,777,  as  compared to  $8,151,599  in 1997.  As a result of the
increase in paid circulation of Individual  Investor,  effective  November 1997,
the Company was able to increase its advertising net rate per page by 11% during
1998. However,  advertising pages for Individual Investor decreased by 168 total
pages  for the  year  ended  December  31,  1998.  The  decrease  in  Individual
Investor's total ad pages occurred during a year of transition for the Company's
sales  department.  In addition to the  appointment of a new Group  Publisher in
April  1998,  in May 1998 the  Company  replaced  its West Coast  outside  sales
representative  with two in-house sales  representatives  located in Los Angeles
and San Francisco. The Company believes that advertising revenues for Individual
Investor will increase in 1999,  given an expected  higher number of advertising
pages  sold,  a higher net revenue per page and the  Company's  anticipation  of
publishing a 13th issue.

         Print Publications circulation revenues for the year ended December 31,
1998 decreased 12%, to $3,483,706, as compared to $3,953,285 in 1997. Individual
Investor  subscription  revenues for the year ended  December 31, 1998 decreased
3%, to $2,328,650,  as compared to $2,406,436 in 1997.  This resulted  primarily
from the  Company's  use of  subscription-generation  sources  that  provide for
continuing  numbers of new subscribers with low marketing expenses but little or
no subscription revenue. The Company believes that the reduction in subscription
revenue has  stabilized and expects  subscription  revenues to increase in 1999.
Special Situations Report subscription  revenues for the year ended December 31,
1998  decreased  50%, to $398,907,  as compared to $796,528 in 1997. The decline
results from a decrease in paid subscribers to  approximately  3,700 as of March
1999, as compared to approximately  5,000 as of March 1998.  SSR's  subscription
levels,  which have  declined  primarily as a result of changes in the timing of
new and renewal  promotions,  are expected to increase modestly during 1999. The
Company  distributes  Ticker  free  of  charge  by  controlled  distribution  to
financial service professionals.

         Print  Publications  list rental and other  revenues for the year ended
December 31, 1998  decreased  9%, to  $1,240,200,  as compared to  $1,362,883 in
1997.  List rental  revenues for the year ended December 31, 1998 decreased 23%,
to  $796,436,  as compared to  $1,039,833  in 1997.  The  decrease is  primarily
attributable  to reduced demand and the decrease in the number of subscribers to
Special Situations  Report.  Other revenues for the year ended December 31, 1998
increased by 37%, to $443,764,  as compared to $323,050 in 1997. The increase in
other  revenues is due  primarily  to an  increase in the sale of reprints  from
Individual  Investor and Ticker magazines and increased  revenues generated from
an affinity credit card agreement.

         Online  Services  advertising  revenues for the year ended December 31,
1998  increased by 443%, to  $1,112,802,  as compared to $205,020 in 1997.  This
increase  relates  primarily to Individual  Investor  Online  (www.iionline.com)
being operational and generating  revenues for the full year of 1998 as compared
to four months  during  1997.  In  addition,  advertising  revenue per month has
increased as a result of a growth in page views and  advertising  impressions in
1998 over 1997. The Company believes that Online Services  advertising  revenues
will increase in 1999,  primarily as a result of the Company's  estimation  that
monthly  page views will be higher in 1999 than in 1998.  The  Company  does not
currently impose a charge for use of this online service.

         Operating Expenses

         Total operating expenses from continuing  operations for the year ended
December 31, 1998 increased 16%, to  $23,382,892,  as compared to $20,206,774 in
1997.  The  increase  is  primarily  due to two  factors:  substantially  higher
expenses  associated  with the continued  development  of the  Company's  online
services; and increased general and administrative severance and hiring expenses
related to changes in senior management and key advertising sales personnel.

         Editorial,  production  and  distribution  expenses  for the year ended
December 31, 1998  increased 20%, to  $11,429,496,  as compared to $9,505,718 in
1997.  Print  Publications  editorial,   production  and  distribution  expenses
increased by 7%, to $9,251,454, as compared to $8,642,206 in 1997. This increase
is primarily due to Ticker  publishing  twelve issues in 1998 as compared to ten
in 1997, as well as additional  copies printed for a larger  average  subscriber
base for the year in both  Individual  Investor  and Ticker.  This  increase was
offset in part by reduced manufacturing  expenses from a renegotiated  agreement
with the Company's printer. Additionally, Print Publications editorial costs for
the year ended December 31, 1998 increased due to higher  staffing levels to aid
in the growth of the Company's print  publications.  Online Services  production
and editorial expenses increased 152%, to $2,178,042, as compared to $863,512 in
1997.  The increase is primarily  related to Individual  Investor  Online having
operating expenses for the full year of 1998, as well as continuing development,
redesign, and maintenance of the service.

         Promotion  and selling  expenses  for the year ended  December 31, 1998
increased  by 9%, to  $6,668,047,  as  compared  to  $6,135,365  in 1997.  Print
Publications promotion and selling expenses for the year ended December 31, 1998
decreased by 5%, to $5,653,424,  as compared to $5,968,787 in 1997. The decrease
is primarily the result of the costs  expended to maintain a stable  circulation
in 1998 being less than the costs  expended to increase the  subscriber  base in
1997. This decrease was partially offset by increased salaries and benefits as a
result of hiring additional in-house sales personnel.  Online Services promotion
and selling  expenses for the year ended  December 31, 1998  increased  509%, to
$1,014,623,  as compared to $166,578 in 1997.  This increase is primarily due to
higher commissions related to increased  advertising sales and other advertising
promotion expenses.

         General and  administrative  expenses  for the year ended  December 31,
1998  increased  by 18%,  to  $4,964,069,  as compared  to  $4,222,386  in 1997.
Substantially all of the increase resulted from incremental  expenses (severance
and  executive  search fees)  relating to changes in senior  management  and key
advertising sales personnel.

         Depreciation and  amortization  expense for the year ended December 31,
1998 decreased by 6%, to $321,280, as compared to $343,305 in 1997.

         Interest and Other Income

         Interest  and  other  income  for the  year  ended  December  31,  1998
increased  by 224%,  to  $224,213,  as  compared  to  $69,296  in 1997.  This is
primarily  due to varying  levels of cash  invested by the  Company,  as well as
realized gains on sales of investments in 1998 of $67,452.  The investments were
obtained as part of a distribution received from WisdomTree Associates,  L.P. in
July 1998.

         Discontinued Operations

         On  April  30,  1998  the  Company's  Board  of  Directors  decided  to
discontinue the Company's investment  management services business.  As a result
of the  Board's  decision,  WisdomTree  Capital  Management,  Inc.  ("WTCM")  is
dissolving  the  domestic  and  offshore  investment  funds,   liquidating  fund
investments  and  distributing  the net assets to all  investors  as promptly as
possible.  Accordingly,  the operating results related to investment  management
services  have been  segregated  from  continuing  operations  and reported as a
separate line item on the statement of operations.

         Net loss from  discontinued  operations for the year ended December 31,
1998 was  $781,370,  as  compared to net income of  $277,402  for 1997.  Loss on
disposal of discontinued operations was $591,741 for the year ended December 31,
1998.  Under  generally  accepted  accounting  principles,  loss on  disposal of
discontinued  operations includes actual losses from the date the Board resolved
to discontinue the investment management services business, plus a provision for
additional  losses  based on  management's  best  estimate  of the  amount to be
realized on dissolution of the fund.

         As of  December  31,  1998,  the fair  market  value  of the  Company's
investment in the discontinued operations was $282,383.

         Net Loss

         The Company's net loss for the year ended  December 31, 1998  increased
73%, to  $8,591,870,  as compared to a net loss of $4,960,335 in 1997. No income
taxes were provided in 1998 or 1997 due to the net loss.  The basic and dilutive
net loss per weighted  average common share for the year ended December 31, 1998
was $1.09, as compared to $0.77 in 1997.

         The Company  believes that the net loss will decline  significantly  in
1999,  primarily as a result of: its current  estimation that Print Publications
operations will produce a positive  operating  contribution to overhead in 1999,
as  compared  to a negative  operating  contribution  in 1998,  and its  current
estimation that Online Services operations'  negative operating  contribution to
overhead  will decline in 1999 as compared to 1998.  There can be no  assurance,
however, that the Company's current estimations will prove to be accurate.

Year Ended December 31, 1997 as Compared to the Year Ended December 31, 1996

         Loss from Continuing Operations

         The  Company's  loss  from  continuing  operations  for the year  ended
December 31, 1997  increased  56%, to  $5,237,737,  as compared to $3,359,511 in
1996. The increase in operating loss relates primarily to additional expenses in
excess  of  revenue  gains  that were  incurred  on Ticker  and the  launch  and
development of the online service www.iionline.com.

         Print   Publications   operations   provided   a   positive   operating
contribution  (before deducting G&A and depreciation and amortization  expenses)
of $78,728  for the year ended  December  31,  1997,  as  compared to a positive
operating  contribution  of  $904,397  in  1996.  Individual  Investor  magazine
provided  a  positive   operating   contribution   (before   deducting  G&A  and
depreciation and amortization  expenses) of $423,999 for the year ended December
31, 1997, as compared to a positive operating  contribution of $178,680 in 1996,
primarily  due to  increased  advertising  revenues  offset in part by increased
editorial,  production  and  distribution  costs.  Ticker  magazine  incurred  a
negative  operating  contribution  (before  deducting G&A and  depreciation  and
amortization  expenses)  of $783,342 for the year ended  December  31, 1997,  as
compared to a negative  operating  contribution  of  $151,046  in 1996.  Special
Situations Report provided a positive operating  contribution  (before deducting
G&A and depreciation  and amortization  expenses) of $438,071 for the year ended
December 31, 1997, as compared to a positive operating  contribution of $876,763
in 1996, due to reduced subscription revenues.

         Online Services operations  incurred a negative operating  contribution
(before  deducting G&A and depreciation  and amortization  expenses) of $820,070
for the year ended  December  31,  1997,  as  compared  to a negative  operating
contribution  of $356,839 in 1996. The increase  primarily  relates to increased
costs to establish the Company's  primary  website,  Individual  Investor Online
(www.iionline.com), which was launched in mid-1997.

         Operating Revenues

         Total revenues from  continuing  operations for the year ended December
31, 1997  increased  19%, to  $14,899,741,  as compared to  $12,537,042 in 1996.
Print  Publications  revenues  increased  17%,  to  $14,689,721,  as compared to
$12,537,042 in 1996. Online Services revenues increased to $210,020, as compared
to $0 in 1996.

         Print Publications advertising revenues for the year ended December 31,
1997 increased by 71%, to $9,373,553,  as compared to $5,488,157 in 1996. Ticker
advertising  revenues for the year ended December 31, 1997 increased by 259%, to
$1,221,954,  as compared to $340,373 in 1996. This increase was primarily due to
ten  issues  published  in 1997  compared  to two in 1996.  Individual  Investor
advertising  revenues for the year ended  December 31, 1997 increased by 58%, to
$8,151,599,  as compared to $5,147,784 in 1996.  This increase was primarily due
to  increased  advertising  rates per page.  As a result of the increase in paid
circulation of Individual  Investor,  effective  November 1997 and November 1996
the  Company  increased  its  advertising  rates by  approximately  18% and 40%,
respectively.  The  increase  in  advertising  rates was  partially  offset by a
decline in advertising  pages of  approximately 2% in 1997.  Although  financial
advertising pages declined 7%, partially as a result of the above rate increase,
the category of higher margin  consumer  advertising  pages  increased by 32% in
1997.

         Print Publications circulation revenues for the year ended December 31,
1997  decreased  by 30%,  to  $3,953,285,  as compared  to  $5,611,099  in 1996.
Individual Investor  subscription  revenues for the year ended December 31, 1997
decreased  by 32%,  to  $2,406,436,  as compared to  $3,558,492  in 1996,  while
newsstand revenues for the magazine increased by 5%, to $750,321, as compared to
$712,105 in 1996.  Individual  Investor had total  circulation of  approximately
500,000 in March 1998, comprised of paid subscribers and newsstand distribution,
as compared to total  circulation  of  approximately  425,000 in March 1997. The
decrease in subscription revenues was a direct result of the reduction of direct
mail and television campaigns in favor of other sources for subscribers (such as
the use of subscription  agencies and airline  frequent flyer  promotions)  that
provide for continuing  numbers of new subscribers with lower marketing expenses
but little or no subscription  revenue.  Special Situations Report  subscription
revenues for the year ended December 31, 1997 decreased by 41%, to $796,528,  as
compared  to  $1,340,502  in 1996.  The  decline  in Special  Situations  Report
subscription revenues results from a decrease in paid subscribers to 5,000 as of
March 1998, as compared to 11,100 in March 1997,  attributable to a reduction of
television campaign promotions.

         Print  Publications  list rental and other  revenues for the year ended
December 31, 1997 decreased by 5%, to  $1,362,883,  as compared to $1,437,786 in
1996.  List rental  revenues for the year ended  December 31, 1997  decreased by
16%, to  $1,039,833,  as compared to  $1,235,980  in 1996.  The decrease in list
rental revenue was  attributable to reduced demand.  Other revenues for the year
ended December 31, 1997  increased by 60%, to $323,050,  as compared to $201,806
in 1996.  This was  primarily  due to an increase  in the sale of reprints  from
Individual  Investor and Ticker  magazines and revenues from an affinity  credit
card agreement.

         Online  Services  began to generate  advertising  revenues in September
1997 from www.iionline.com, which revenues totaled $205,020 for the year.

         Operating Expenses

         Total operating expenses from continuing  operations for the year ended
December 31, 1997 increased 26%, to  $20,206,774,  as compared to $16,073,791 in
1996.  The increase  was  primarily  due to three  factors:  increased  expenses
associated with additional copies of Individual Investor magazine, due to higher
magazine  subscription  and newsstand sales;  additional  issues of Ticker being
printed and mailed;  and increased  costs  incurred in  establishing  Individual
Investor Online.

         Editorial,  production  and  distribution  expenses  for the year ended
December 31, 1997  increased  42%, to  $9,505,718,  as compared to $6,683,047 in
1996.  Print  Publications  editorial,   production  and  distribution  expenses
increased 37%, to $8,642,206,  for the year ended December 31, 1997, as compared
to  $6,326,208  in  1996.   Individual   Investor   editorial,   production  and
distribution expenses increased 23%, to $7,018,455, as compared to $5,714,292 in
1996.  The increase was primarily due to  approximately  1.7 million  additional
copies  printed in 1997,  which  reflects the increase in its  subscription  and
newsstand sales, and the distribution  costs associated with  approximately  1.4
million more copies mailed and a slight increase in postage costs. Additionally,
Individual  Investor editorial costs increased due to higher personnel costs and
other expenses,  including manuscript preparation,  art and design costs. Ticker
editorial,   production  and  distribution   expenses   increased  by  311%,  to
$1,445,886,  for the year ended  December 31,  1997,  as compared to $351,775 in
1996. The increase was primarily  because Ticker mailed only two issues in 1996,
compared to ten issues for the year ended December 31, 1997. Additionally, costs
increased  due to the full year of staff and related  expenses  in 1997.  Online
Services production and editorial expenses increased 142%, to $863,512,  for the
year ended  December 31, 1997,  as compared to $356,839 in 1996,  primarily  for
establishing the Company's website, Individual Investor Online.

         Promotion  and selling  expenses  for the year ended  December 31, 1997
increased  by 16%,  to  $6,135,365,  as compared to  $5,306,437  in 1996.  Print
Publications  promotion and selling  expenses  increased 12%, to $5,968,787,  as
compared to  $5,306,437 in 1996.  The increase was primarily due to  advertising
salaries and commissions,  which increased 57% as a result of higher advertising
revenues  and  additional   sales  personnel  that  were  added.   Additionally,
subscription  promotion costs decreased as a result of a decrease in direct mail
and television campaigns in 1997. Online Services promotion and selling expenses
were $166,578 for the year ended December 31, 1997, compared to $0 for the prior
year.

         General and  administrative  expenses  for the year ended  December 31,
1997 increased by 9%, to $4,222,386,  as compared to $3,885,348 in 1996. General
and administrative salaries, payroll taxes, employee benefits, and other related
staffing costs  increased  30%, to  $1,900,434,  for the year ended December 31,
1997, as compared to $1,466,474 in 1996.  These added costs related to increases
in  compensation  and  personnel  to support the  Company's  growth,  as well as
enhanced employee  benefits.  Also, as a result of hiring additional  personnel,
office postage,  supplies and related expenses  increased.  Bad debt expense for
the year ended December 31, 1997  decreased by 42%, to $120,606,  as compared to
$208,088 in 1996, relating to improved collection procedures.

         Depreciation and  amortization  expense for the year ended December 31,
1997  increased  by 73%, to  $343,305,  as  compared  to  $198,959 in 1996.  The
increase was primarily  attributable  to  depreciation  of office  furniture and
computer equipment purchased to accommodate the increase in personnel during the
year.

         Interest and Other Income

         Interest  and  other  income  for the  year  ended  December  31,  1997
decreased by 61%, to $69,296,  as compared to $177,238 in 1996. The decrease was
primarily due to the reduced levels of cash and cash  equivalents  available for
investment by the Company during 1997.

         Discontinued Operations

         Net income from discontinued operations, as previously defined, for the
year ended December 31, 1997 was $277,402, as compared to net income of $170,059
for 1996.  As of  December  31,  1997,  the fair market  value of the  Company's
investment in the discontinued operations was $4,037,432.

         Net Loss

         The Company's net loss for the year ended  December 31, 1997  increased
by 56%, to  $4,960,335,  as compared to $3,189,452 in 1996. No income taxes were
provided in 1997 or 1996 due to the net loss.  The basic and  dilutive  net loss
per  weighted  average  common  share for the year ended  December  31, 1997 was
$0.77, as compared to $0.51 in 1996.

         Liquidity and Capital Resources

         During  1998,  the Company  received  $5,398,153  from the  issuance of
common stock,  including $5,000,000 from an affiliate of the Company's Chairman,
with the remainder  from exercises of stock  options.  In addition,  in 1998 the
Company received $2,000,000 from the issuance of convertible  preferred stock to
institutional  investors  unrelated to the Company,  and  $2,818,231 of cash and
securities from the  liquidation of the domestic fund.  These inflows funded the
Company's net cash used in operating activities of $8,101,534 in 1998.

         As of December 31, 1998, the Company had working capital of $5,931,219,
which included cash and cash equivalents  totaling $4,752,587 and investments of
$877,231.  Subsequent to December 31, 1998, a portion of these  investments were
sold,  resulting in proceeds of $337,417.  As of March 5, 1999, the value of the
remaining  investments was $808,739,  a total increase in value of $268,925 from
year-end. The value of the Company's investments has varied significantly during
1998,  and is subject to material  change.  In  addition,  in the first  quarter
through March 5, 1999 the Company received  approximately  $1.5 million from the
exercise of stock options.

         The Company's  current  levels of revenues are not  sufficient to cover
its expenses.  Under its current  business  plan for the year 1999,  the Company
intends  to  control  and  reduce  certain  of  its  operating   expenses  (most
significantly,  its print  production  costs) while  continuing to invest in its
existing  products.  The Company  anticipates  losses to continue  through 1999,
although the Company anticipates that losses from continuing  operations in 1999
will be significantly less than in 1998. Profitability may be achieved in future
periods  only if the Company  can  substantially  increase  its  revenues  while
controlling increases in expenses.  There can be no assurance that revenues will
be substantially  increased, or that the increases in expenses can be controlled
adequately to enable the Company to attain profitability.

         Management  expects  revenues  to  grow  significantly  in  1999 as the
Company  implements  changes  made by a new  management  team,  including  a new
President  and  Chief  Operating  Officer  hired  in  September  1998  and a new
Publisher  hired in April 1998.  Advertising  sales are expected to increase for
Individual  Investor and Ticker  magazines  due to the addition of new key sales
personnel,  anticipated  publication  of  13th  issues  and  the  effect  of the
increased  awareness  in the  marketplace  for  both  magazines  due in  part to
selected public  relations and advertising  efforts.  There can be no assurance,
however,  that advertising sales will increase because higher  advertising rates
may not be accepted by  advertisers,  advertising  pages may continue to decline
for  Individual  Investor,  circulation  may drop at either  or both  Individual
Investor and Ticker,  and the advertising  mix may change.  Although the Company
has  recently  added  key  advertising  sales  personnel  and  has  hired  a new
publisher,  no  assurance  can be  given  that  these  changes  will  result  in
advertising  revenue  increases.  The Company also  believes that a stock market
correction or "bear" market would affect its ability to sell  advertising to the
financial advertiser categories.

         The  Company  plans  to  continue   investing  in  its  online  service
Individual Investor Online because it believes that this line of business offers
the greatest  opportunity  for generating  substantial  revenues and shareholder
value over the longer term. The Company  expects to realize higher revenues from
operations of its online service  Individual  Investor Online,  primarily due to
the  anticipated  continuation  of traffic  growth to the site.  There can be no
assurance,  however, that such traffic growth will be realized, or that, even if
realized,  such  traffic  growth will result in higher  revenues or  shareholder
value.

         The Company will  relocate to new office space at the end of March 1999
at a significantly  higher rate per square foot, which will result in additional
annual  lease  costs of  approximately  $450,000,  and $1.3  million  of capital
expenditures and relocation costs. The Company has already incurred  significant
costs related to the relocation.

         Based on the Company's  business  plan,  the Company  believes that its
working  capital and its  investments  will be sufficient to fund its operations
and capital  requirements  through 1999.  Thereafter,  the Company would need to
raise  additional  capital in order to  sustain  operations  unless the  Company
achieves profitability through the generation of revenues beyond those currently
anticipated. The Company is currently exploring its ability to obtain additional
financing.  No  assurance  can be given  as to the  availability  of  additional
financing  or, if available,  the terms upon which it may be obtained.  Any such
additional  financing may result in dilution of an investor's  equity investment
in the Company. Failure to obtain additional financing on favorable terms, or at
all, would have a substantial  adverse effect on the Company's future ability to
conduct operations.

Year 2000

         The  Company  has  evaluated  the  potential  impact  of the  situation
commonly referred to as the "Year 2000 Issue".  The Year 2000 Issue concerns the
inability of information systems,  whether due to computer hardware or software,
to properly  recognize and process date  sensitive  information  relating to the
year 2000 and beyond.  Many of the world's  computer  systems  currently  record
years in a two-digit  format.  Such  computer  systems may be unable to properly
interpret dates beyond the year 1999,  which could lead to business  disruptions
in the U.S and internationally. The potential costs and uncertainties associated
with the Year 2000 Issue will depend on a number of factors, including software,
hardware  and the nature of the industry in which a company  operates.  The Year
2000 Issue  could have a material  adverse  effect on the  Company's  results of
operations and ability to conduct business.

         To attempt to ensure that the  Company's  computer  systems  (including
computer hardware and computer software) are "Year 2000 Ready" (that is, are not
disrupted by the Year 2000 Issue),  the Company developed a plan to assess,  and
remediate  where  necessary,  any Year 2000 Issue with respect to the  Company's
computer  systems,  and appointed certain employees to administer such plan. The
plan contains four phases: first, identifying all computer hardware and software
being  used by the  Company;  second,  determining  whether  such  hardware  and
software is Year 2000 Ready; third, remediating any Year 2000 Issue with respect
to any particular piece of hardware or software; and fourth,  performing a final
audit and test. The Company has made significant  progress toward completing the
first two phases,  and  currently  expects to complete  these phases before June
1999. The Company has made  significant  progress toward  completing phase three
with respect to software issues,  and currently expects to complete phase three,
with  respect to both  software  and  hardware,  before  June 1999.  The Company
intends to commence  phase four upon the  completion  of the first three phases,
and currently expects to complete phase four before October 1999.

         As of December  31,  1998,  the Company has  incurred  direct  costs of
approximately $15,000 relating to the development and implementation of its Year
2000 Plan.  The Company  currently  believes that total direct costs  associated
with making the Company's  systems Year 2000 Ready should not exceed $30,000 and
that such  costs,  together  with any lost  revenue  associated  with making the
Company's systems Year 2000 Ready,  should not have a material adverse effect on
the Company's  operating  results or financial  condition.  The Company does not
believe that the  diversion of employee  resources  required to address the Year
2000 Issue will have a material  effect on the  Company's  operating  results or
financial  condition.  The Company does not have in place a contingency  plan of
action in the event that it is not able to make its  computer  systems Year 2000
Ready,  but will consider on an ongoing basis whether a contingency  plan should
be developed.

         The dates on which the Company  believes it will complete its Year 2000
readiness phases,  and the costs associated with such efforts,  are based on the
Company's current best estimates.  However, there can be no guarantee that these
estimates  will be achieved,  or that there will not be a delay in, or increased
costs associated with,  making the Company's  systems Year 2000 Ready.  Specific
factors that might cause  differences  between the estimates and actual  results
include,  but are not limited to, the availability and cost of personnel trained
in these areas, the ability to locate and correct all relevant computer code and
hardware devices (such as microcontrollers), timely responses to and corrections
by third-parties and suppliers,  the ability to implement interfaces between the
new systems and the systems not being replaced, and similar  uncertainties.  Due
to the general uncertainty inherent in the Year 2000 problem,  resulting in part
from the  uncertainty  of the  Year  2000  readiness  of  third-parties  and the
interconnection of global  businesses,  the Company cannot ensure its ability to
timely  and  cost-effectively  resolve  problems  associated  with the Year 2000
Issue,  and a failure to do so could  materially  adversely affect the Company's
operations and business, and expose it to third-party liability.

         The Company also faces risks and  uncertainties  to the extent that the
third party  suppliers  of  products,  services and systems on which the Company
relies or customers do not have business  systems or products that are Year 2000
Ready.  The Company has  initiated  communications  with all of its  significant
suppliers to determine  the extent to which the  Company's  systems and products
are vulnerable to those third parties'  failure to remediate  their own systems'
Year 2000  Issues.  The  Company has  received  assurances  from  certain of its
suppliers  stating that such suppliers'  systems are or will timely be Year 2000
Ready, but there is no guarantee that the systems or products of other companies
on which the Company relies will be timely, if at all, made Year 2000 Ready, and
such a failure by such other companies  could have a material  adverse effect on
the Company's systems and products.  No one customer has accounted for more than
10% of the  Company's  revenues  in the  past  year,  and  the  Company  has not
initiated  contact with its customers  concerning  the status of their Year 2000
readiness.  There is no guarantee  that the systems of the  Company's  customers
will be made  Year  2000  Ready,  and a  failure  by a number  of the  Company's
customers to become Year 2000 Ready could have a material  adverse effect on the
Company's  revenues and cash flows. The Company is in the process of identifying
what  actions may be needed to  mitigate  vulnerability  to problems  related to
enterprises  with which the Company  interacts,  but does not currently  have in
place a contingency  plan of action in the event that the failure by one or more
third  parties to make their  computer  systems Year 2000 Ready  causes  adverse
effects to be suffered by the Company.  The Company will  consider on an ongoing
basis the extent to which a contingency plan should be developed.



I
TEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                 Not applicable.





ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

  
  


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Individual Investor Group, Inc.
New York, NY

We have  audited the  accompanying  consolidated  balance  sheets of  Individual
Investor  Group,  Inc. and its  subsidiaries  (the "Company") as of December 31,
1998  and  1997,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity, and cash flows for each of the three years ended December
31, 1998.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We did not audit the  financial  statements of
WisdomTree Associates,  L.P. (the "Partnership") for each of the two years ended
December 31, 1997. The Company's  investment in the Partnership is accounted for
by the use of the equity method and is included in discontinued operations.  The
Company's equity of $4,037,432 in the  Partnership's  net assets at December 31,
1997 and its share of net operating losses of $10,067 and $355,229 for the years
ended December 31, 1997 and 1996, respectively, are included in the accompanying
financial statements.  Those statements of the Partnership were audited by other
auditors whose report has been  furnished to us, and our opinion,  insofar as it
relates to the amounts  included for the  Partnership  for each of the two years
ended December 31, 1997, is based solely on the report of such other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our  audits  and the  report of the other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  based on our audits and the report of the other auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial position of Individual Investor Group, Inc. and its subsidiaries as of
December 31, 1998 and 1997,  and the results of their  operations and their cash
flows for each of the three years ended  December  31, 1998 in  conformity  with
generally accepted accounting principles.




DELOITTE & TOUCHE LLP

New York, NY
March 12, 1999









                                   Report of Independent Auditors

The Partners of WisdomTree Associates, L.P.

We have audited the  statement of financial  condition,  including the condensed
schedule of investments,  of WisdomTree Associates, L.P. (a Limited Partnership)
(the  "Partnership"),  as of December  31, 1997 and the  related  statements  of
operations,  changes  in  partners'  capital  and cash flows for each of the two
years  in the  period  then  ended  (not  presented  separately  herein).  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of WisdomTree Associates,  L.P. at
December 31, 1997 and the results of its  operations and its cash flows for each
of the two years in the period then ended in conformity with generally  accepted
accounting principles.


Ernst & Young LLP


New York, New York
February 27, 1998







                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                                              December 31,
                                                      -------------------------
                                                    
                ASSETS                                  1998           1997
                                                      ---------     ----------
                                                 
Current assets:                                     
Cash and cash equivalents                             $4,752,587     $3,533,622
Investments                                              877,231        250,000
Accounts receivable (net of allowances                   
of $391,328  in 1998 and $533,693 in 1997)             2,356,126      2,993,299
Investment in discontinued operations (Note 2)           282,383      4,037,432
Prepaid expenses and other current assets                512,641        224,801
                                                     ------------   ------------
                 Total current assets                  8,780,968     11,039,154
                

Deferred subscription expense                            576,237        426,826
Property and equipment - net (Note 3)                    586,007        556,070
Security deposits                                        469,627        134,917
Other assets                                             374,404         -
                                                    ------------   ------------
                 Total assets                        $10,787,243    $12,156,967
                                                    ============   ============
                

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                      $2,191,765     $2,093,987
Accrued expenses (Note 4)                                519,887        803,502
Deferred revenue                                         138,097        343,250
                                                     ------------   ------------
              Total current liabilities                2,849,749      3,240,739
                

Deferred subscription revenue                          2,246,422      2,661,129
                                                     ------------   ------------
                  Total liabilities                    5,096,171      5,901,868
                                                     ------------   -----------
                  

Commitments and contingencies (Note 5)

Stockholders' Equity: (Note 8)
 Preferred stock, $.01 par value, authorized
 2,000,000 shares,  10,000 issued and                     
 outstanding in 1998                                        100         -
 Common stock, $0.01 par value; authorized
 18,000,000 shares; 8,490,851 issued and           
 outstanding in 1998 and 7,146,071 in 1997               84,909         71,461
 Additional paid-in capital                          27,595,151     19,514,363
 Accumulated deficit                                (21,922,595)   (13,330,725)
 Accumulated other comprehensive loss (Note 8)          (66,493)        -
                                                    ------------   ------------
    Total stockholders' equity                        5,691,072      6,255,099
                                                    ------------   ------------
   

   Total liabilities and stockholders' equity       $10,787,243    $12,156,967
                                                     ============   ============

See Notes to Consolidated Financial Statements







                  INDIVIDUAL  INVESTOR  GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                               
                                                                     Year Ended December 31,
                                                    --------------------------------------------------
                                                         1998             1997              1996
                                                   ---------------  ---------------   ---------------
<S>                                                   <C>               <C>               <C>    
                                              
Revenues:
      Print Publications                               $14,212,147      $14,689,721       $12,537,042
      Online Services                                    1,136,032          210,020          -
                                                    ---------------  ---------------   ---------------
      Total revenues                                    15,348,179       14,899,741        12,537,042
                                                    ---------------  ---------------   ---------------

Operating expenses:
      Editorial, production and distribution            11,429,496        9,505,718         6,683,047
      Promotion and selling                              6,668,047        6,135,365         5,306,437
      General and administrative                         4,964,069        4,222,386         3,885,348
      Depreciation and amortization                        321,280          343,305           198,959
                                                    ---------------  ---------------   ---------------
                                                                                       
      Total operating expenses                          23,382,892       20,206,774        16,073,791
                                                    ---------------  ---------------   ---------------

Operating loss from continuing operations               (8,034,713)      (5,307,033)       (3,536,749)

Interest and other income                                  224,213           69,296           177,238

                                                    ---------------  ---------------   ---------------
Net loss from continuing operations                     (7,810,500)      (5,237,737)       (3,359,511)
                                                    ---------------  ---------------   ---------------

Discontinued operations (Note 2)
      (Loss) income from discontinued operations          (189,629)         277,402           170,059
      Loss on disposal of discontinued operations         (591,741)        -                 -
                                                    ---------------  ---------------   ---------------
                                                    
(Loss) income from discontinued operations                (781,370)         277,402           170,059
                                                    ---------------  ---------------   ---------------

Net loss                                               ($8,591,870)     ($4,960,335)      ($3,189,452)
                                                    ===============  ===============   ===============

Basic and dilutive (loss) income per common share:
Continuing operations                                       ($0.99)          ($0.81)           ($0.54)
Discontinued operations                                      (0.10)            0.04              0.03
                                                    ---------------  ---------------   --------------- 
Net loss per share                                          ($1.09)          ($0.77)           ($0.51)
                                                    ===============  ===============   ===============

Average number of common shares used in computing        7,876,509        6,466,168         6,198,260
      basic and dilutive (loss) income per common share
</TABLE>


See Notes to Consolidated  Financial Statements





<TABLE>
<CAPTION>



                                                              INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                                                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                                (Note 8)

                                                                                                                        Accumulated
                                             Preferred Stock       Common Stock       Additional                            Other
                                            Shares      Par       Shares      Par        Paid-in       Accumulated     Comprehensive
                                            Issued     Value      Issued     Value       Capital         Deficit       Income (Loss)
                                            ------     -----      ------     -----       -------         -------       -------------
<S>                                        <C>          <C>     <C>         <C>        <C>              <C>                   <C>

Balance, January 1, 1996 ...........         0             0     6,335,181 $63,353    $15,586,315      ($5,180,938)             0  

Exercise of options - net ..........         0             0        88,760     887        388,174                0              0

Repurchase and retirement of                
common stock ......................          0             0      (250,000) (2,500)    (2,450,846)               0              0  

Retirement of treasury stock .......         0             0       (31,822)   (319)             0                0              0

Net loss ...........................         0             0             0       0              0       (3,189,452)             0
                                                                                                   
Net unrealized gain on investments ......    0             0             0       0              0                0        $22,433   
                                                                                                   
                                                                                                                             
Comprehensive loss ......................    0             0             0       0              0                0              0
                                         --------      --------    ---------- -------   ----------       -----------      ---------


Balance, December 31, 1996 ..............    0             0      6,142,119   61,421     13,523,643      (8,370,390)       22,433

Exercise of options - net ...............    0             0        153,983    1,540        749,220               0             0 

Issuance of common stock ................    0             0        849,969    8,500      5,241,500               0             0
 
Net loss ................................    0             0              0        0              0      (4,960,335)            0  

Net unrealized loss on investments ......    0             0              0        0              0               0       (22,433)

Comprehensive loss ......................    0             0              0        0              0               0             0
                                          ------        -------    ----------  -------     ---------      ----------      --------- 
Balance, December 31, 1997 ..............    0             0      7,146,071   71,461     19,514,363     (13,330,725)            0

Exercise of options - net ...............    0             0         84,938      850        397,303               0             0

Stock option and warrant transactions ...    0             0              0        0        696,183               0             0

Issuance of preferred stock .............   10,000       100              0        0      1,999,900               0             0

Issuance of common stock ................    0             0      1,259,842   12,598      4,987,402               0             0

Net loss ................................    0             0              0        0              0      (8,591,870)            0

Net unrealized loss on investments ......    0             0              0        0              0               0       (66,493)
                     
Comprehensive loss .                         0             0              0        0              0               0             0
                                          -------       -------   ----------    ------   -----------     -----------      ---------
Balance, December 31, 1998 ..............   10,000      $100      8,490,851  $84,909    $27,595,151    ($21,922,595)     ($66,493)
    
                                         ==========     ========  ========== ==========  ===========     ===========    =========== 
                                                     
                                                    Comprehensive      Treasury Stock     
                                                        Loss           Shares   Amount      Total
                                                         ----          ------   ------      -----
    
Balance, January 1, 1996 ................                0              31,822     0      $10,468,730
               
Exercise of options - net ...............                0              0          0          389,061

Repurchase and retirement of common stock                0             250,000     0       (2,453,346)

Retirement of treasury stock ............                0            (281,822)    0             (319)

Net loss ................................              ($3,189,452)     0          0       (3,189,452)

Net unrealized gain on investments ......                   22,433(a)   0          0           22,433                 
                                                         ---------- 

                                                                      
Comprehensive loss ......................              ($3,167,019)     0          0                0
                                                        ============  -----      -----     -----------
                                                         


Balance, December 31, 1996 ..............                 0             0          0        5,237,107

Exercise of options - net ...............                 0             0          0          750,760

Issuance of common stock ................                 0             0          0        5,250,000

Net loss ................................              ($4,960,335)     0          0       (4,960,335)

Net unrealized loss on investments ......                  (22,433)(a)  0          0          (22,433)
                                                         -----------  

                                                                      
Comprehensive loss ......................               $4,982,768)     0          0                0
                                                        ============   ---       ----       ----------
Balance, December 31, 1997 ..............                                                   6,255,099             

Exercise of options - net ...............                0              0          0          398,153

Stock option and warrant transactions ...                0              0          0          696,183

Issuance of preferred stock .............                0              0          0        2,000,000

Issuance of common stock ................                0              0          0        5,000,000

Net loss ................................              ($8,591,870)     0          0       (8,591,870)

Net unrealized loss on investments ......                  (66,493)(a)  0          0          (66,493)
                                                          ----------  

                                                       ($8,658,363)     0          0                0
Comprehensive loss ......................               ============== ----      -----     ------------
     
Balance, December 31, 1998 ..........                                   0          0       $5,691,072                              
                                                                       ======    ======     ===========        


(a) Disclosure of reclassification amount:
                                                         1996       1997        1998
                                                         ----       ----        ----
Unrealized holding gain (loss) arising during period   $ 22,433  $(11,902)       $ 959
Less: Reclassification adjustment for gain
              recognized in net loss                      -        (10,531)    (67,452)
                                                        -------- ----------   ---------  
Net unrealized gain (loss) on investments              $ 22,433   $(22,433)  $ (66,493) 
                                                       ========= =========== ========== 

</TABLE>



See Notes to Consolidated Financial Statements

  







                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                  Year Ended December 31,

                                                          -----------------------------------------
                                                                        
                                                             1998           1997          1996
                                                          ------------  -------------  ------------   
 <S>                                                    <C>            <C>           <C>                                           
Cash flows from operating activities:
Net loss                                                ($8,591,870)   ($4,960,335)  ($3,189,452)
Less:
     (Loss) income from discontinued operations            (781,370)       277,402       170,059
                                                         ------------  -------------  ------------                                 
     Loss from continuing operations                     (7,810,500)    (5,237,737)   (3,359,511)
Reconciliation of net loss to net cash used in
operating activities:
     Depreciation and amortization                          321,280        343,305       198,959
     Stock option and warrant transactions                  159,909        -              -
     Loss on sale of equipment                                2,671        -              -
     Gain on sale of investments                            (67,452)       -              -
     Changes in operating assets and liabilities:
       Decrease (increase) in:
          Accounts receivable                               637,173       (412,027)   (1,091,637)
          Prepaid expenses and other current assets         (14,980)       155,178      (158,273)
          Security deposits                                (334,710)        37,200        -
          Other assets                                      (39,817)       (22,433)       22,433
          Deferred subscription expense                    (149,411)       530,588       339,192
      (Decrease) increase in:
          Accounts payable and accrued expenses            (185,837)       159,598       214,436
          Deferred revenue                                 (205,153)        93,250        -
          Deferred subscription revenue                    (414,707)      (667,608)      (45,519)
                                                         ------------  -------------  ------------
     Net cash used in operating activities               (8,101,534)    (5,020,686)   (3,879,920)
                                                         ------------  -------------  ------------

Cash flows from investing activities:
Purchase of property and equipment                         (353,713)      (178,372)     (513,619)
Proceeds from sale of equipment                               3,652        -              -
Proceeds from sale of investments                           223,556        -              -
Purchase of InsiderTrader.com                               (75,000)       -              -
Net cash provided by discontinued operations              2,123,851      1,187,469     1,725,288
                                                         ------------  -------------  ------------
     Net cash provided by investing activities            1,922,346      1,009,097     1,211,669
                                                         ------------  -------------  ------------

Cash flows from financing activities:
Proceeds from exercise of stock options                     398,153        750,760       389,061
Proceeds from issuance of preferred stock (note 8)        2,000,000        -              -
Proceeds from issuance of common stock (note 8 )          5,000,000      5,250,000        -
Common stock repurchased (note 8)                          -              -           (2,453,346)
                                                        ------------  -------------  ------------
Net cash provided by (used in) financing activities       7,398,153      6,000,760    (2,064,285)
                                                        ------------  -------------  ------------

Net increase (decrease) in cash and cash equiva1ents      1,218,965      1,989,171    (4,732,536)
Cash and cash equivalents, beginning of period            3,533,622      1,544,451     6,276,987
                                                         ------------  -------------  ------------
                                                       
Cash and cash equivalents, end of period                 $4,752,587     $3,533,622    $1,544,451
                                                        ============  =============  ============


See Notes to Consolidated  Financial Statements

</TABLE>






   INDIVIDUAL INVESTOR GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                INDIVIDUAL INVESTOR GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

          Individual  Investor Group,  Inc. and its subsidiaries  (collectively,
the  "Company")  are  primarily  engaged  in  providing  financial   information
services. The Company's operating subsidiaries are focused on providing research
and  analysis  of  investment   information   to   individuals   and  investment
professionals  through two  business  segments:  Print  Publications  and Online
Services.  The  Company's  Print  Publications  segment  publishes  and  markets
Individual  Investor  magazine,  a personal  finance  and  investment  magazine,
Ticker,  a magazine for  investment  professionals,  and  Individual  Investor's
Special  Situations  Report, a financial  investment  newsletter.  The Company's
Online Services segment includes Individual  Investor Online  (www.iionline.com)
and  InsiderTrader.com  (www.insidertrader.com).   The  Company  contracts  with
unaffiliated suppliers for paper, printing,  binding,  subscription fulfillment,
and  newsstand  distribution  and list  management.  See  Note 9 for  additional
information regarding the Company's business segments and operations.

          In  November  1998 the  Company  acquired  certain  assets and assumed
certain liabilities of InsiderTrader.com,  a  subscriptions-based  web site that
distributes  "insider" data filed with the  Securities and Exchange  Commission,
and provides  proprietary  research based on the data, for a cash purchase price
of $75,000, and an obligation to pay an additional $75,000 if certain conditions
concerning  increased paid  subscriber  levels are achieved.  The excess of cost
over the fair value of net assets acquired of $114,816 was allocated to goodwill
(included in "Other assets" in the  accompanying  financial  statements)  and is
being amortized on a straight-line method over a period of five years.

          Principles of  Consolidation - The consolidated  financial  statements
include the accounts of Individual  Investor Group,  Inc. and its  subsidiaries:
Individual  Investor  Holdings,  Inc.,  WisdomTree  Capital  Management,   Inc.,
WisdomTree Administration, Inc., WisdomTree Capital Advisors, LLC, I.I.
Interactive, Inc. and I.I. Strategic Consultants, Inc.

          Revenue  Recognition - Print Publications  advertising and circulation
revenues are recognized,  net of agency  commissions  and estimated  returns and
allowances,  when publications are issued. Deferred subscription revenue, net of
agency  commissions,  is recorded when  subscription  orders are received.  List
rental income is recognized, net of commission,  when a list is provided. Online
Services advertising  revenues,  derived from the sale of banner  advertisements
and sponsorships on the Company's websites,  is recognized ratably in the period
the advertising is displayed. Barter transactions are recorded at the fair value
of the  goods or  services  provided  or  received,  whichever  is more  readily
determinable in the circumstances.

          Deferred  Subscription  Expense - The Company  defers direct  response
advertising costs incurred to elicit subscription sales from customers who could
be shown to have responded  specifically to the advertising and that resulted in
probable future economic benefits.  Such deferred costs, which consist primarily
of direct mail campaign costs, are amortized over the estimated period of future
benefit, ranging from 12 to 21 months.


          Property and  Equipment - Property and equipment are recorded at cost.
Depreciation of property and equipment is calculated on the straight-line method
over the estimated useful lives of the respective assets,  ranging from three to
seven years.  Leasehold improvements are amortized over the lesser of the useful
life of the asset or the term of the lease.

          Income  Taxes - Deferred  taxes are  provided  on a  liability  method
whereby deferred tax assets are recognized for deductible temporary differences,
and operating loss carryforwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
may not be realized.  Deferred tax assets and  liabilities  are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

          Financial  Instruments - For financial  instruments including cash and
cash  equivalents,  accounts  receivable and payable and accruals,  the carrying
amount  approximated fair value because of their short maturity.  As of December
31, 1998 cash  equivalents  consist of  investments  in a  government  fund that
invests in securities issued or guaranteed by the U.S. Government,  its agencies
or instrumentalities, which have average maturities of 30 days.

          Investments - Investments are in equity  securities and are considered
available-for-sale  securities  and  are  carried  at  fair  market  value.  The
aggregate fair value of such  investments  was $877,231 and $250,000 at December
31, 1998 and 1997, respectively.  Gross unrealized holding gains was $86,477 and
$0 at December 31, 1998 and 1997, respectively.  Gross unrealized holding losses
was $152,970 and $0 at December 31, 1998 and 1997, respectively.

          Stock-Based  Compensation - In accordance  with Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation"
the Company  continues to apply the measurement  and  recognition  provisions of
Accounting  Principles  Board  Opinion  No. 25 and  related  interpretations  in
accounting for issuance of employee stock  options.  The Company's  policy is to
grant options with an exercise  price not less than the fair market value of the
Company's stock on the date of grant.  Accordingly,  no compensation expense has
been recognized in the Company's  statement of operations for fixed stock option
grants awarded to employees.  Transactions with  non-employees in which goods or
services are received by the Company for the issuance of stock  options or other
equity  instruments are accounted for based on fair value, which is based on the
value of the equity instruments or the consideration received, whichever is more
reliably measured.

          Use  of  Estimates  -  The  preparation  of  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make  estimates  and  assumptions  that affect the  reported  amounts of assets,
liabilities,  revenues and expenses, and the disclosure of contingent assets and
liabilities  reported  in  the  financial  statements.   Significant  accounting
estimates  used include  estimates  for sales  returns and  allowances,  loss on
discontinued  operations,  and pro forma disclosures regarding the fair value of
stock options granted in 1998,  1997 and 1996.  Actual results could differ from
those estimates.

          Earnings  Per Share - Basic net (loss)  income  per share is  computed
using the weighted average number of shares of Common Stock  outstanding  during
the  period.  Diluted  (loss)  income per share is computed  using the  weighted
average  number of  outstanding  shares of Common  Stock and  common  equivalent
shares during the period.  Common  equivalent  shares consist of the incremental
shares of Common Stock issuable upon the exercise of stock options, warrants and
other  securities  convertible  into shares of Common Stock. The loss per common
share for 1998,  1997, and 1996 is computed based on the weighted average number
of shares of Common Stock outstanding  during the period.  The exercise of stock
options,  warrants and other securities  convertible into shares of Common Stock
were not assumed in the  computation  of dilutive loss per common share,  as the
effect would have been antidilutive.

          New Accounting  Pronouncement - In 1997, SFAS No. 133, "Accounting for
Derivative  Instruments and Hedging  Activities" was issued,  which is effective
for fiscal  years  beginning  after June 15,  1999.  SFAS No. 133  requires  all
derivative transactions to be recorded at fair value on the balance sheet. Since
the Company does not  currently  trade or  participate  in hedging  transactions
employing derivatives,  management does not expect the adoption of this standard
to have a  material  effect  on the  consolidated  financial  statements  of the
Company.

          Reclassifications - Certain prior year balances have been reclassified
to conform to the current year presentation.

2.        DISCONTINUED OPERATIONS

          On  April  30,  1998  the  Company's  Board of  Directors  decided  to
discontinue the Company's investment  management services business. As a result,
the  operating  results  relating to  investment  management  services have been
segregated  from  continuing  operations and reported as a separate line item on
the  consolidated  statement  of  operations.   The  Company  has  restated  its
consolidated financial statements for prior years to conform to the current year
presentation.

          The investment  management services business was principally conducted
by a wholly-owned subsidiary of the Company, WisdomTree Capital Management, Inc.
("WTCM").  WTCM serves as general  partner of (and is an investor in) a domestic
private investment fund. The Company is also a limited partner in the fund. As a
result of the Board's decision to discontinue the investment management services
business,  WTCM is dissolving  the domestic  investment  fund,  liquidating  its
investments  and  distributing  the net assets to all  investors  as promptly as
possible.


          The Company,  through WTCM and another wholly-owned  subsidiary,  also
provided investment  management services to an offshore private investment fund.
On  May  21,  1998  the  sole  voting  shareholder  of  the  offshore  fund,  in
consultation with WTCM,  resolved to wind up the fund and appointed a liquidator
to distribute the assets of the fund to its investors in accordance  with Cayman
Islands law.  Substantially  all of the fund assets were  distributed in cash to
its  investors  by December  31,  1998.  The Company  has no  investment  in the
offshore fund.


          Revenues  and  investment   gains  and  losses   associated  with  the
investment  management services prior to April 30, 1998 were ($139,314) in 1998,
$550,409 in 1997, and $507,069 in 1996. The results for such operations prior to
April 30, 1998 was a net loss of $189,629 in 1998, and net income of $277,402 in
1997 and $170,059 in 1996.

          On April 30,  1998 the  Company  recorded a  provision  of $446,450 to
accrue for its share of any net operating losses of the domestic investment fund
and  related  costs that are  expected to occur  until the fund  liquidates  its
investments.  From May 1, 1998 to December 31, 1998,  additional  net  operating
losses and related costs have been $145,291.  Additional losses were incurred in
the third  quarter  as a result of  changes  in the  market  value of the fund's
investments.  The Company  believes that any remaining net operating  losses and
related costs associated with these discontinued operations have been adequately
provided for by provisions established in 1998.

          At December 31, 1998, the domestic  investment  fund had net assets of
approximately  $2.6  million.  The  Company's  net  investment  in  discontinued
operations   of  $282,383  and   $4,037,432  at  December  31,  1998  and  1997,
respectively,  represents its share of the net assets of the domestic investment
fund, less any costs  associated with  discontinuing  the investment  management
services.   In  January  1999,  the  domestic  fund  distributed  cash  totaling
$1,189,510 of which  $139,849 was received by the Company and used to reduce its
net investment in discontinued operations.

3.      PROPERTY AND EQUIPMENT                         
                                                              December 31,
                                                           1998          1997
                                                      -----------    -----------
       Equipment                                        $965,539       $821,389
       Furniture and fixtures                            329,521        226,169
       Leasehold improvements                            244,022        164,119
                                                      -----------    -----------
                                                       1,539,082      1,211,677
       Less: accumulated depreciation 
       and amortization                                 (953,075)      (655,607)
                                                      -----------    -----------
                                                        $586,007       $556,070
                                                     ============   ============

4.      ACCRUED EXPENSES

                                                              December 31,
                                                            1998         1997
                                                       -----------    ----------
       Accrued employee compensation                      $72,024      $211,683
       Deferred rent credits                               93,807       128,269
       Accrued newsstand promotion expenses               132,214       113,954
       Accrued professional fees                          127,786       106,060
           Other                                           94,056       243,536
                                                        -----------   ----------
                                                         $519,887      $803,502
                                                        ===========   ==========

5.      COMMITMENTS AND CONTINGENCIES

        Litigation - In July 1997 certain former limited  partners of WisdomTree
Associates,  L.P. ("WTA"),  a domestic private investment fund of which the WTCM
is the general partner, initiated an action in the Supreme Court of the State of
New York,  County of New York,  captioned  Richard  Tarlow and Sandra  Tarlow v.
WisdomTree  Associates,  L.P.,  Bob Schmidt and  Jonathan  Steinberg,  Index No.
113819/97.  Defendants moved to dismiss the action based on plaintiffs'  failure
to file a complaint,  and the action was dismissed  without prejudice in October
1997.  In  October  1998,  plaintiffs  moved to  vacate  the  default  judgment.
Defendants  opposed the  motion,  and the court has not yet ruled on the motion.
Plaintiffs allege that defendants did not timely process plaintiffs' request for
redemption of their interest in WTA, which delay allegedly caused  plaintiffs to
suffer  approximately  $470,000 in damages.  The Company is currently evaluating
this matter, and intends to continue  conducting a vigorous defense.  Due to the
inherent  uncertainty  of  litigation,  the  Company  is not able to  reasonably
estimate the potential  losses, if any, that may be incurred in relation to this
litigation.


        In addition to the  foregoing  matter,  the Company from time to time is
involved in ordinary and routine litigation  incidental to its business;  in the
opinion of management,  there are no such pending legal  proceedings  that would
have a material adverse affect on the consolidated  financial  statements of the
Company.

        Employment  Agreements - The Company has employment  agreements with two
officers,  the  terms of which  expire  in  September  1999 and  December  1999,
respectively,  and an employment agreement with one employee, the terms of which
expire in April  2000.  These  agreements  provide for  minimum  salary  levels,
adjusted  annually as  determined by the Board of  Directors.  These  agreements
provide  for an  aggregate  commitment  for  future  salaries  of  approximately
$735,000.

        Profit  Sharing  Plan - The  Company  has a  profit  sharing  plan  (the
"Plan"),  subject to Section 401(k) of the Internal  Revenue Code. All employees
who complete at least two months of service and have  attained the age of 21 are
eligible to participate. The Company can make discretionary contributions to the
Plan, but none were made in 1998, 1997, or 1996.

     Lease  Agreements - The Company  leases office space in New York City under
an  operating  lease that  expires on March 30,  1999.  On March 29,  1999,  the
Company  relocated to new office space under an operating  lease  agreement that
expires on March 31, 2004. The Company also subleases its former office space in
New York City under an operating  lease that expires March 1, 2005. Rent expense
for the years ended December 31, 1998, 1997 and 1996 was $585,764,  $519,675 and
$544,915,  respectively.  The lease and sublease provide for escalation of lease
payments as well as real estate tax increases.

        Future minimum lease payments and related  sublease  rentals  receivable
with respect to non-cancelable operating leases are as follows:

                                    Future Minimum       Rents Receivable
          Year                      Rental Payments       Under Sublease
                                 ---------------------- --------------------
          1999                          $1,080,051             $165,000
          2000                           1,185,550              177,500
          2001                           1,190,050              190,000
          2002                           1,202,883              195,000
          2003                           1,209,050              200,000
          Thereafter                       501,558              226,667
                                  --------------------     --------------------
                                 
         Total                          $6,369,142           $1,154,167
                                  ====================     ====================
                  
                                  
               The Company has an outstanding letter of credit totaling $332,500
related to the security deposit for the Company's new office space.

6.      INCOME TAXES

        The Company has  available net operating  loss  carryforwards  ("NOL's")
totaling  approximately  $17,900,000.  Based  upon a change of  ownership  which
transpired in December 1991 the  utilization  of $2,100,000 of pre-change  NOL's
are limited in accordance with Section 382 of the Internal  Revenue Code,  which
affects  the amount and timing of when the NOL's can be offset  against  taxable
income.  The  tax  effects  of  temporary  differences  from  discontinuing  and
continuing operations that give rise to significant portions of the deferred tax
assets and liabilities at December 31, 1998, 1997 and 1996 are presented below:



<TABLE>
<CAPTION>

                                                    1998            1997           1996
                                                  ----            ----           ----

<S>                                               <C>             <C>          <C>                               
     Deferred tax assets:
        Net operating loss carryforwards           $8,078,000      $5,354,000   $ 4,470,000
        Tax in excess of book basis
           of investment in fund                      996,000
        Other                                         296,000         291,000       171,000
                                                   -----------    ------------   -----------                                      
        Total                                       9,370,000       5,645,000     4,641,000
     Deferred tax liabilities:
        Book in excess of tax basis
           of investment in fund                       -             (563,000)  ( 1,598,000)
                                                  -------------   -------------  -------------
                                                    9,370,000       5,082,000     3,043,000
     Less: valuation allowance                      9,370,000       5,082,000     3,043,000
                                                   -------------   ------------   -------------
     Net deferred tax asset                        $   -           $     -       $     -
                                                   =============  ==============  =============
</TABLE>

                                                   
                                                   


        The provision for income taxes from continuing  operations for the years
ended  December 31, 1998,  1997 and 1996 is different  than the amount  computed
using the  applicable  statutory  Federal  income  tax rate with the  difference
summarized below:

<TABLE>
<CAPTION>

                                                         1998            1997           1996
                                                       -------         -------        -------

<S>                                                   <C>             <C>            <C>    

     Hypothetical income tax benefit
        at the US Federal statutory rate              ($2,733,700)    ($1,833,200)   ($1,175,800)
     State and local income taxes benefit,
        less US Federal income tax benefit               (809,900)       (543,200)      (348,400)
     Net operating loss benefit not recognized          3,543,600       2,376,400      1,524,200
                                                     --------------  --------------- -------------
                                                       $   -           $     -        $   -
                                                     
                                                     =============== ============== ===============
</TABLE>




7.      STOCK OPTIONS

        The Company has four stock Option plans: the 1991 Stock Option Plan, the
1993 Stock Option Plan, the 1996 Performance Equity Plan and the 1996 Management
Incentive Plan  (collectively,  the "Plans").  Under the Plans,  the Company can
issue a maximum of 2,200,000 stock options and other stock-based awards, most of
which vest ratably over a three- to five-year  period,  commencing one year from
the date of grant.  The options are  exercisable  for a period of up to 10 years
from the date of grant.  Options granted  pursuant to the 1991 Stock Option Plan
must be at an exercise price which is not less than the fair market value at the
date of grant; options granted pursuant to the other Plans may have, but to date
have not had,  exercise  prices less than the fair  market  value at the date of
grant.

        In addition to the Plans, the Company has options  outstanding that were
granted outside of the Plans. These options were granted at fair market value at
the date of grant and expire at various dates through November 6, 2008.

        On November  19, 1998,  the  Company's  Board of  Directors  approved an
option  exchange  program which  allowed  employees to exchange  their  existing
options  (vested and  unvested)  with a per share  exercise  price  greater than
$1.25, on a one-for-one basis for new options with a per share exercise price of
$1.25,  which was above the fair market value of the  Company's  Common Stock on
November 19, 1998, or, alternatively,  in the Company's discretion, to amend the
employee's existing options to reduce the exercise price to $1.25 per share. The
existing  options of  employees  who chose to  participate  in the program  were
cancelled  or amended.  The new  options  have the same  vesting  periods as the
exchanged options, except that, except in limited circumstances,  no new options
are  exercisable  prior to May 19,  1999.  A total of  1,479,801  options with a
weighted  average  exercise  price of $5.34 were  exchanged  for new  options or
amended as a result of this  program.  In  accordance  with  generally  accepted
accounting  principles,  the  Company did not record  compensation  expense as a
result of the exchange.

        On December  23, 1998,  the  Company's  Board of  Directors  approved an
option exchange program which allowed  non-employee  directors to exchange their
existing  options  (vested and unvested) with a per share exercise price greater
than $2.00,  on a  one-for-one  basis for new options with a per share  exercise
price of $2.00, which was equal to the fair market value of the Company's Common
Stock on December 23, 1998. The existing  options so exchanged  were  cancelled.
The new options have the same vesting periods as the exchanged  options,  except
that no new options are  exercisable  prior to June 23, 1999. A total of 140,000
options with a weighted  average  exercise price of $5.98 were exchanged for new
options as a result of this  program.  In  accordance  with  generally  accepted
accounting principles,  the Company recorded $116,755 of expense during the year
ended  December  31,  1998  relating  to  options  issued  to  its  non-employee
directors.

        Activity in the Plans noted above is summarized in the following table.

<TABLE>
<CAPTION>


                                1998                           1997                    1996            
                                ----                           -----                   ------


                                     Weighted                   Weighted                    Weighted 
                                      Average                    Average                     Average
                                      Exercise                   Exercise                   Exercise
                           Options     Price         Options      Price         Options       Price
                        ------------ ----------- -------------- ----------- -------------- ------------
<S>                      <C>          <C>          <C>          <C>             <C>          <C>

Options outstanding,
  January 1               1,473,051    $6.29        1,134,601     $6.06          634,700      $4.36
Granted                   1,646,301    $2.06          530,600     $6.54          642,100      $7.49
Exercised                   (33,438)   $4.72          (84,983)    $4.96          (44,260)     $4.28
Canceled                 (1,422,329)   $5.93         (107,167)    $6.24          (97,939)     $5.17
                        ------------             --------------             --------------
Balance, December 31      1,663,585    $2.44        1,473,051     $6.29        1,134,601      $6.06
                        ============             ==============             ==============
</TABLE>


        Options  exercisable under the Plans at December 31, 1998, 1997 and 1996
were 396,285,  391,686 and 316,808,  respectively,  at weighted average exercise
prices of $4.99, $4.67, and $3.87, respectively.  At December 31, 1998, 1997 and
1996,  options  available for grant under the Plans were 368,434,  592,406,  and
1,015,839,  respectively, while total shares of Common Stock reserved for future
issuances   under  the  Plans  were   2,032,019,   2,065,457,   and   2,150,440,
respectively.

        Options granted outside of the Plans are as follows:

<TABLE>
<CAPTION>

                                   1998                         1997                       1996            
                                  -----                         -----                      ------

                                      Weighted                   Weighted                    Weighted 
                                       Average                    Average                     Average
                                       Exercise                   Exercise                   Exercise
                           Options      Price         Options      Price         Options       Price
                        ------------- ----------- -------------- ----------- -------------- ------------
<S>                     <C>            <C>         <C>           <C>          <C>            <C>

Options outstanding,
  January 1              1,560,496      $5.27        1,776,163     $5.30        1,730,663      $5.23
Granted                  1,422,500      $1.46           -            -            130,000      $5.63
Exercised                  (51,500)     $4.74          (69,000)    $4.71          (44,500)     $4.29
Canceled                  (969,583)     $5.12         (146,667)    $5.90          (40,000)     $4.44
                        -------------             --------------              -------------
Balance, December 31     1,961,913      $2.59        1,560,496     $5.27        1,776,163      $5.30
                        =============             ==============              ==============
</TABLE>


        Options  exercisable  at December 31, 1998,  1997 and 1996 were 639,413,
1,143,414,  and 835,080,  respectively,  at weighted  average exercise prices of
$4.94,  $4.84, and $4.61,  respectively.  In addition,  on December 16, 1998 the
Company  issued  300,000  warrants to purchase  its Common  Stock at an exercise
price of $2.15625  per share,  which was equal to the fair  market  value of the
Company's Common Stock on December 16, 1998.

        The following  table  summarizes  information  about total stock options
outstanding at December 31, 1998:

<TABLE>
<CAPTION>

                                Options outstanding                         Options Exercisable
                  -----------------------------------------------       ---------------------------- 
                      Number      Weighted-Average                        Number      
    Range of        Outstanding       Remaining      Weighted-Average   Exercisable   Weighted-Average
 Exercise Prices   at 12/31/98    Contractual Life    Exercise Price    at 12/31/98    Exercise Price
- ----------------    -----------    ---------------     -------------  ---------------  ---------------
<S>                  <C>           <C>                 <C>                <C>           <C>     

     $0.24 - 1.25      2,074,464     7.75 years            $1.21             50,663        $0.34
     $1.38 - 5.88      1,389,351     4.15 years            $3.93            869,351        $4.92
     $6.06 - 8.00        161,683     4.46 years            $7.25            115,684        $7.27
                   ==============                                       ============
     $0.24 - 8.00      3,625,498                           $2.52          1,035,698        $4.96
                   ==============                                       ============
</TABLE>


        Pro forma  information  regarding  net income and  earnings per share is
required  by SFAS  No.  123,  and has  been  determined  as if the  Company  had
accounted for its employee stock options  granted under the fair value method of
SFAS No.  123.  The fair value for these  options was  estimated  at the date of
grant  using  the   Black-Scholes   option  pricing  model  with  the  following
weighted-average  assumptions for 1998, 1997 and 1996,  respectively:  risk-free
interest rates of 4.7%, 6.3% and 6.3%,  respectively;  volatility factors of the
expected  market  price  of the  Company's  Common  Stock  of 99%,  55% and 51%,
respectively;  weighted-average  fair value of options granted $1.10,  $3.56 and
$3.89,  respectively;  and a weighted-average  expected life of the options of 5
years.

               For purposes of pro forma  disclosures,  the estimated fair value
of the options is amortized to expense over the  options'  vesting  period.  The
Company's pro forma information follows:

<TABLE>
<CAPTION>

                                                          1998           1997           1996
                                                          ----           ----           ----
<S>                                                  <C>             <C>           <C>                                              
        Net loss from continuing operations:
           As reported                                  ($7,810,500)  ($5,237,737)  ($3,359,511)
           Pro forma                                    ($8,937,005)  ($6,423,278)  ($4,223,953)
        Loss from continuing operations per 
        weighted average common share:                                                                 
          As reported                                        ($0.99)       ($0.81)       ($0.54)
           Pro forma                                         ($1.13)       ($0.99)       ($0.68)

</TABLE>


        The impact of the  estimated  fair value of the options has no effect on
the  reported  loss or income  from  discontinued  operations.  The  effects  of
applying SFAS No. 123 in this pro forma  disclosure are not indicative of future
amounts because additional stock option awards in future years are anticipated.


8.      STOCKHOLDERS' EQUITY

        Issuance of Preferred  Stock - On December 2, 1998, the Company issued a
total of 10,000 shares of Series A Preferred Stock ("Series A Preferred  Stock")
to two parties  unrelated to the Company pursuant to Stock Purchase  Agreements,
for an aggregate purchase price of $2 million.  The Series A Preferred Stock has
a par value of $.01 per share and a  liquidation  preference  of $200 per share.
The Series A Preferred Stock is convertible into the Company's Common Stock at a
conversion  price of $2.12 per share,  subject to  adjustment  for stock splits,
recapitalizations,  and the like.  Any  unconverted  shares  will be  subject to
mandatory  conversion into the Company's  Common Stock on December 31, 2003. The
Series A Preferred  Stock will be entitled to receive a  cumulative  ten percent
(10%) per annum cash  dividend,  payable  annually  on December 31 of each year,
commencing  December 31, 1999, or, if earlier,  upon conversion of the shares of
Series A Preferred  Stock.  The purchasers of the Series A Preferred  Stock have
"piggyback"  registration  rights until  December  2000.  These shares were sold
pursuant to an exemption from registration under the Securities Act of 1933.

        Issuances of Common Stock - On June 26, 1998, the Company entered into a
Stock Purchase Agreement with Wise Partners,  L.P. ("WP") providing for the sale
of  1,259,842  shares  of  Common  Stock  for an  aggregate  purchase  price  of
$5,000,000,  which was based on the closing  "ask" price of the Common  Stock on
June 25, 1998. WP is a limited  partnership of which the Chief Executive Officer
of the Company,  Jonathan L. Steinberg, is the General Partner. During 1998, the
Company also received $398,153 from exercises of stock options.

        On May 1, 1997, the Company entered into Stock Purchase  Agreements with
two parties  unrelated to the Company providing in the aggregate for the private
sale of 328,678 shares of Common Stock for a total purchase price of $2,000,000.
On June 30, 1997 and December 30, 1997, the Company  entered into Stock Purchase
Agreements  with WP,  providing  for the sale of 31,496,  and 489,795  shares of
Common Stock,  respectively,  for an aggregate purchase price of $3,250,000. The
Company granted registration rights in respect of the shares issued to WP.

        Each of the  above  sales of  Common  Stock  of the  Company  were  sold
pursuant to an exemption from registration under the Securities Act of 1933.

        Repurchase of Common Stock - The Company  repurchased  250,000 shares of
Common Stock on the open market,  at a total cost of  $2,453,346,  in the second
quarter of 1996. The Company has retired these shares and 31,822 of Common Stock
previously held as treasury shares.  The cost of repurchased shares in excess of
the par  value  of the  Common  Stock  ($.01  per  share)  has been  charged  to
additional paid-in capital.

        Comprehensive  Loss  - In  1998,  the  Company  adopted  SFAS  No.  130,
"Reporting  Comprehensive  Income."  SFAS No. 130  requires  the  disclosure  of
comprehensive  income  (loss),  defined  as the  change in equity of a  business
enterprise  during a period from transactions and other events and circumstances
from  non-owner  sources.  Comprehensive  income  (loss)  is  a  more  inclusive
financial  reporting  methodology that includes  disclosure of certain financial
information that  historically has not been recognized in the calculation of net
income (loss).  The adoption of this standard did not have a material  effect on
the consolidated financial statements of the Company.

9.      SEGMENT INFORMATION

        In 1998, the Company adopted SFAS No. 131,  "Disclosures  About Segments
of an  Enterprise  and Related  Information,"  which changes the way the Company
reports  information  about its operating  segments.  Accordingly,  prior years'
information   has  been  restated  to  be  consistent   with  the  current  year
presentation.


        The Company's  business  segments are focused on providing  research and
analysis of investment  information to individuals and investment  professionals
through two operating  segments:  Print  Publications and Online  Services.  The
Company's  Print  Publications   operations  publishes  and  markets  Individual
Investor  magazine,  a personal  finance  and  investment  magazine,  Ticker,  a
magazine  for  investment  professionals,   and  Individual  Investor's  Special
Situations  Report,  a financial  investment  newsletter.  The Company's  Online
Services  operations include Individual Investor Online  (www.iionline.com)  and
InsiderTrader.com  (www.insidertrader.com).  Substantially  all of the Company's
operations are within the United States.

        The table below presents summarized operating data for the Company's two
business  segments,  consistent  with the way such data is  utilized  by Company
management in evaluating  operating results. The accounting policies utilized in
the  table  below  are the same as  those  described  in Note 1 of the  Notes to
Consolidated  Financial  Statements.   Operating  contribution   represents  the
difference  between operating  revenues less operating  expenses (before general
and   administrative   ("G&A")  expense  and  depreciation  and   amortization).
Identifiable assets by segment are those assets used in the Company's operations
in each business  segment.  Corporate  assets are considered to be cash and cash
equivalents,  investment in discontinued  operations,  investments,  and certain
other non-operating assets.

        The Online Services segment began  generating  revenue in September 1997
and, accordingly, the results for the Online Services segment below reflect four
months of revenue in 1997 compared to a full year for 1998.

<TABLE>
<CAPTION>

                                                       1998           1997           1996
                                                       ----           ----           ----
<S>                                                <C>             <C>            <C>   

Revenues:
   Print Publications                              $14,212,147     $14,689,721     $12,537,042
   Online Services                                   1,136,032         210,020               -
                                                 -------------  --------------   ------------- 
                                                   $15,348,179     $14,899,741     $12,537,042
                                                 ============== =============== ===============
Operating contribution (before G&A
 and depreciation and amortization):  
   Print Publications                                ($692,731)       $78,728        $904,397
   Online Services                                  (2,056,633)      (820,070)       (356,839)

                                                --------------- --------------- ---------------
                                                    (2,749,364)       (741,342)       547,558
G&A and depreciation and amortization
 expense                                            (5,285,349)     (4,565,691)    (4,084,307)
Interest and other income                              224,213          69,296        177,238
                                                ----------------    ------------ --------------
Net loss from continuing operations                ($7,810,500)    ($5,237,737)    ($3,359,511)
                                                =============== =============== ===============

Identifiable assets (1):
   Print Publications                               $3,189,296      $3,426,579
   Online Services                                     401,887         383,726
   Corporate assets                                  7,196,060       8,346,662
                                                ---------------  --------------
                                                   $10,787,243     $12,156,967
                                                =============== ===============

(1) Total  expenditures  for long-lived  assets for the years ended December 31,
    1998 and 1997 were as follows:  Print  Publications,  $235,809 and $112,054,
    respectively;  Online  Services,  $51,092  and  $18,295,  respectively;  and
    Corporate, $49,522 and $48,023, respectively.


</TABLE>





 
ITEM 9.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                       ACCOUNTING AND FINANCIAL DISCLOSURE

                   None


                                            PART III


ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The information required by this Item 10 as to directors is incorporated
by reference to the information  captioned  "Election of Directors"  included in
the  Company's  definitive  proxy  statement in  connection  with the meeting of
shareholders to be held on June 22, 1999.


ITEM 11.       EXECUTIVE COMPENSATION

        The information required by this Item 11 is incorporated by reference to
the  information  captioned  "Election  of  Directors - Executive  Compensation"
included in the Company's  definitive  proxy  statement in  connection  with the
meeting of shareholders to be held on June 22, 1999.


ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information required by this Item 12 is incorporated by reference to
the  information   captioned  "Voting  Securities"  included  in  the  Company's
definitive  proxy statement in connection with the meeting of shareholders to be
held on June 22, 1999.


ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information required by this Item 13 is incorporated by reference to
the  information  captioned  "Election  of  Directors  -  Related  Transactions"
included in the Company's  definitive  proxy  statement in  connection  with the
meeting of the shareholders to be held on June 22, 1999.





ITEM 14.       EXHIBITS AND REPORTS ON FORM 8-K

(a) (1)  Financial Statements

       The following financial statements of the Registrant are filed as part of
       this report:

       Independent Auditors' Reports;
       Consolidated Balance Sheets as of December 31, 1998 and 1997;
       Consolidated Statements of Operations for the Years Ended December 31,
       1998, 1997, and 1996;
       Consolidated Statements of Stockholders' Equity for the Years  Ended
       December 31, 1998, 1997, and 1996;
       Consolidated Statements of Cash Flows for the Years Ended December 31,
       1998, 1997, and 1996; and 

       Notes to Consolidated Financial Statements
          



(a)(3)   Exhibits

 Exhibit      Description                                   Method of Filing
  No.
  3.1    Amended and Restated Certificate         Incorporated  by reference 
         of Incorporation of Registrant, as       to Exhibit 3.4 to the Form
         amended through June 18, 1997            10-Q for the quarter ended 
                                                  September 30, 1998 ("9/30/98
                                                  Form 10-Q")    
                                                      
  3.2      Bylaws of Registrant                   Incorporated by reference to
 
                                                 Exhibit 3.2 to the Form S-18

  4.1      Specimen Certificate for Common        Incorporated by reference to
           Stock of Registrant                    Exhibit 4.1 to the Form S-18

  4.2      Stock Purchase Agreement dated as      Incorporated  by reference 
           of November  30, 1998 between          to Exhibit 10.1 to the  Form
           Registrant and Great  American         8-K filed  December 14, 1998
           Insurance Company                      ("12/14/98 Form 8-K")

  4.3      Stock  Purchase  Agreement dated       Incorporated by reference to
           as of November 30, 1998 between        Exhibit 10.2 to the 12/14/98
           Registrant and Great American          Form  8-K                   
           Life Insurance Company

 10.1+     Indemnification Agreement, dated      Incorporated by reference to 
           August 19, 1991, between Registrant   Exhibit 10.2 to the Form S-18
           and Bruce L. Sokoloff

 10.2+     Indemnification Agreement, dated      Incorporated by reference to 
           August 19, 1991, between Registrant   Exhibit 10.3 to the Form S-18
           and Jonathan L. Steinberg

 10.3+     Indemnification Agreement, dated      Filed herewith
           October 8, 1998, between Registrant 
           and Henry G. Clark

 10.4+     Indemnification Agreement, dated      Filed herewith
           June 19, 1996, between Registrant 
           and Peter M. Ziemba

 10.5+     Indemnification Agreement between     Incorporated by reference to 
           Registrant and Brette Popper dated    Exhibit 10.5 to the 9/30/98 
           September 14, 1998                    Form 10-Q

 10.6+     Indemnification Agreement between     Incorporated by reference to 
           Registrant and Gregory Barton dated   Exhibit 10.6 to the 9/30/98 
           September 14, 1998                    Form 10-Q

 10.7+     Agreement with Robert Schmidt dated   Incorporated by reference to 
           May 25, 1998                          Exhibit 10.1 to the Form 10-Q
                                                 for the quarter ended June 30,
                                                 1998 ("6/30/98 Form 10-Q")

 10.8+     Agreement with Scot Rosenblum dated   Incorporated by reference to 
           June 20, 1998                         Exhibit 10.2 to the 6/30/98 
                                                 Form 10-Q
    
 10.9+     Agreement with Michael J. Kaplan      Incorporated by reference to 
           dated April 1, 1998                   Exhibit 10.1 to the Form 10-Q
                                                 for the quarter ended March 31,
                                                 1998

 10.10     Stock  Purchase  Agreement, dated     Incorporated  by reference to
           May 1 1997, for 164,339 shares        Exhibit 10.1 to the Form 
           of the Company's Common Stock         10-QSB for the quarter ended
                                                 June 30, 1997 ("6/30/97
                                                 Form 10-QSB")

 10.11     Stock  Purchase  Agreement, dated     Incorporated  by reference to
           May 1, 1997, for 164,339 shares of    Exhibit 10.2 to the 6/30/97
           the Company's Common Stock            Form 10-QSB

 10.12     Stock Purchase  Agreement, dated      Incorporated  by reference to
           June 30, 1997 between Registrant      Exhibit 10.3 to the 6/30/97
           and Wise Partners L.P.                Form 10-QSB 

 10.13     Stock Purchase Agreement, dated       Incorporated by reference to 
           December 31,1997 between Registrant   Exhibit 10.6 of the Schedule
           and Wise Partners L.P.                13D filed on behalf of 
                                                 Jonathan L. Steinberg on
                                                 January 13, 1998
     
 10.14     Stock Purchase  Agreement,  dated     Incorporated by reference to
           June 26, 1998  between Registrant     Exhibit 10.3 to the 6/30/98
           and Wise Partners L.P.                Form 10-Q 

 10.15+    Form of 1991 Stock Option Plan of     Incorporated by reference to
           Registrant                            Exhibit 10.13 to the Form 
                                                 S-18

 10.16+    Form of 1993 Stock Option Plan of     Incorporated by reference to 
           Registrant                            Exhibit 4.2 to the       
                                                 Registrant's Registration
                                                 Statement on Form S-8 
                                                 (File No. 33 72266)

 10.17+   Form of 1996  Performance  Equity      Incorporated  by reference to
          Plan of Registrant                     Exhibit 10.43 to the Form 
                                                 10-KSB for the year ended  
                                                 December 31, 1995 ("1995 Form
                                                 10-KSB")

 10.18+   Form of 1996 Management Incentive      Incorporated by reference to 
          Plan of Registrant                     Exhibit 4.10 to the 
                                                 Registrant's Registration   
                                                 Statement on Form S-8 
                                                 (File No. 333-17697)
 
 10.19    Trademark License Agreement dated      Incorporated by reference to 
          June 19, 1992 between Registrant       Exhibit 10.25 to the Form 
          and the American Association of        10-KSB for the year ended 
          Individual Investors, Inc.             December 31, 1992 ("1992 Form
                                                 10-KSB")
  
 10.20+   Form  of  Stock  Option  Agreement,    Incorporated by reference to
          dated May 9, 1997 between Registrant   Exhibit 10.4 to the  6/30/97 
          and each of  Jonathan  Steinberg,      Form  10-QSB  
          Robert Schmidt, Scot Rosenblum, 
          and Michael Kaplan

 10.21+   Agreement dated as of November 19,     Filed herewith
          1998 between Jonathan Steinberg 
          and the Registrant

 10.22+   Stock Option Agreement between         Incorporated by reference to
          Registrant and  Brette  Popper         Exhibit 10.2 to the 9/30/98
          dated September 14, 1998               Form 10-Q 

 10.23+   Stock Option Agreement between         Incorporated by reference to
          Registrant and Gregory Barton          Exhibit 10.4 to the 9/30/98
          dated September 14, 1998               Form 10-Q 

 10.24+   Employment  Agreement between          Incorporated by reference to 
          Registrant and Brette Popper           Exhibit 10.1 to the 9/30/98  
          dated September 11, 1998               Form 10-Q 

 10.25+   Employment  Agreement  between         Incorporated  by reference to
          Registrant and Gregory  Barton         Exhibit 10.3 to the 9/30/98 
          dated July 21, 1998                    Form 10-Q

 10.26    Form of Partnership Agreement for      Incorporated by reference to 
          WisdomTree Associates, L.P.            Exhibit 10.37 to the Form 
                                                 10-KSB for the year ended  
                                                 December 31, 1994 ("1994 Form
                                                 10-KSB")
     
 10.27    WisdomTree Capital Advisors, LLC       Incorporated by reference to
          Agreement dated November 1, 1995       Exhibit 10.38 to the  1994
                                                 Form 10-KSB 

 10.28    Agreement between WisdomTree      
          Offshore L.T.D. and WisdomTree         Incorporated by reference to 
          Capital Management, Inc. and           Exhibit 10.39 to the 1994 
          WisdomTree Capital  Advisors, LLC      Form 10-KSB
          dated December 1, 1995

 10.29    Office sublease, dated December 8,     Incorporated by reference to 
          1995, between Porter Novelli, Inc.     Exhibit 10.41 to the 1995 
          and  the Registrant                    Form 10-KSB

 10.30    Office sublease, dated January         Incorporated by reference to 
          1996 between VCH Publishers, Inc.      Exhibit 10.42 to the 1995 Form
          and the Registrant                     10-KSB

 10.31    Lease, dated November 30, 1998         Filed herewith
          between Registrant and 125 Broad 
          Unit C LLC

 10.32    Office Lease, Dated January 10,        Incorporated by reference to 
          1994, between 333 7th Ave. Realty      Exhibit 10.22 to the Form 
          Co. and the Registrant                 10-KSB for the year ended 
                                                 December 31, 1993
    
 11       Computation of (Loss) Income Per       Filed herewith
          Share

 21       Subsidiaries of the Registrant         Filed herewith

 23.1     Consent of Independent Auditors-       Filed herewith
          Deloitte & Touche LLP

 23.2     Consent of Independent Auditors-       Filed herewith
          Ernst & Young LLP

 27       Financial Data Schedule                Filed only with electronic 
                                                 submission on Form 10-K in 
                                                 accordance with EDGAR 
                                                 requirement
    
 99       Risk Factors                           Filed herewith



+  Management contract or compensatory plan or arrangement  required to be filed
   as an Exhibit to this Form 10-K.


   (b)  Reports on Form 8-K

    During the Registrant's fourth fiscal quarter, the Registrant filed a 
    Current Report on form 8-K dated December 14,1998, reporting under Item 5
    the sale of shares of the Registrant's Series A Preferred Stock.      
 


                                             SIGNATURES



        In accordance  with Section 13 or 15(d) of the Exchange Act of 1934, the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


                                            INDIVIDUAL INVESTOR GROUP, INC.
Date:  March 30, 1999


                                            By: /s/ Jonathan L. Steinberg
                                                 Jonathan L. Steinberg
                                                 Chief Executive Officer


        In  accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.




 Signature                          Title                             Date

 /s/ Jonathan L. Steinberg          Chief Executive Officer      March 30, 1999
- --------------------------          and Director
Jonathan L. Steinberg               


/s/ Brette E. Popper                President and Chief          March 30, 1999
- ---------------------               Operating Officer    
Brette E. Popper                    


 /s/ Henry G. Clark                 Vice President Finance       March 30, 1999
 Henry G. Clark                    (Principal Financial and
                                    Accounting Officer)


 /s/ S. Christopher Meigher         Director                     March 30, 1999
- --------------------------
 S. Christopher Meigher


 /s/ Bruce L. Sokoloff              Director                     March 30, 1999
- ----------------------
Bruce L. Sokoloff


 /s/ Peter M. Ziemba                Director                     March 30, 1999
  --------------------
 Peter M. Ziemba








                                                         EXHIBIT 10.3

                              INDEMNIFICATION AGREEMENT


          This  Agreement,  made and entered  into as of the 8th day of October,
1998  ("Agreement"),  by and between Individual Investor Group, Inc., a Delaware
corporation ("Corporation"), and Henry Clark ("Indemnitee"):

          WHEREAS,  highly competent persons recently have become more reluctant
to  serve  publicly-held  corporations  as  directors,  officers,  or  in  other
capacities,  unless they are provided  with better  protection  from the risk of
claims and actions  against them arising out of their service to and  activities
on behalf of such corporation; and

          WHEREAS, the current  impracticability of obtaining adequate insurance
and the uncertainties  related to indemnification  have increased the difficulty
of attracting and retaining such persons; and

          WHEREAS,  the Board of  Directors  of the  Corporation  ("Board")  has
determined  that the inability to attract and retain such persons is detrimental
to the best interests of the  Corporation's  stockholders  and that such persons
should be assured that they will have better protection in the future; and

          WHEREAS,  it is reasonable,  prudent and necessary for the Corporation
to obligate itself contractually to indemnify such persons to the fullest extent
permitted by applicable law so that such persons will serve or continue to serve
the  Corporation  free from  undue  concern  that  they  will not be  adequately
indemnified; and

          WHEREAS,  this  Agreement is a  supplement  to and in  furtherance  of
Article VIII of the By-laws of the Corporation,  and Article VIII of the Amended
and Restated Certificate of Incorporation of the Corporation and any resolutions
adopted pursuant thereto and shall neither be deemed to be a substitute therefor
nor to diminish or abrogate any rights of Indemnitee thereunder; and

          WHEREAS,  Indemnitee  is  willing  to serve and to take on  additional
service  for  or on  behalf  of the  Corporation  on the  condition  that  he be
indemnified according to the terms of this Agreement;

          NOW,  THEREFORE,  in  consideration  of the premises and the covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

1         Definitions.

          For purposes of this Agreement:

          1.1 "Change in Control"  means a change in control of the  Corporation
occurring  after  the date  hereof  of a nature  that  would be  required  to be
reported  in  response to Item 6(e) of  Schedule  14A of  Regulation  14A (or in
response to any similar item on any similar schedule or form)  promulgated under
the  Securities  Exchange Act of 1934,  as amended  ("Act"),  whether or not the
Corporation is then subject to such  reporting  requirement  provided,  however,
that,  without  limitation,  such a Change  in  Control  shall be deemed to have
occurred  if after the date  hereof  (i) any  "person"  (as such term is used in
Sections  13(d)  and  14(d) of the Act) is or  becomes  "beneficial  owner"  (as
defined in Rule 13d-3 under the Act),  directly or indirectly,  of securities of
the  Corporation  representing  20% or more of the combined  voting power of the
then outstanding  securities of the Corporation without the prior approval of at
least two-thirds of the members of the Board in office immediately prior to such
person attaining such percentage interest;  (ii) the Corporation is a party to a
merger,  consolidation,  sale of  assets  or  other  reorganization,  or a proxy
contest,  as a consequence  of which members of the Board in office  immediately
prior to such  transaction or event constitute less than a majority of the Board
thereafter; or (iii) during any period of two consecutive years, individuals who
at the  beginning  of such  period  constituted  the Board  (including  for this
purpose any new  director  whose  election  or  nomination  for  election by the
Corporation's  stockholders was approved by a vote of at least two-thirds of the
directors  then  still in office who were  directors  at the  beginning  of such
period) cease for any reason to constitute at least a majority of the Board.

          1.2  "Corporate  Status"  means the status of a person who is or was a
director,  officer,  employee,  agent or fiduciary of the  Corporation or of any
other corporation,  partnership,  joint venture, trust, employee benefit plan or
other  enterprise  which such  person is or was  serving  at the  request of the
Corporation.

          1.3  "Disinterested  Director" means a director of the Corporation who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.

          1.4 "Expenses" means all reasonable attorneys' fees, retainers,  court
costs,  transcript  costs,  fees of  experts,  witness  fees,  travel  expenses,
duplicating  costs,  printing and binding  costs,  telephone  charges,  postage,
delivery  service  fees,  and all other  disbursements  or expenses of the types
customarily  incurred in connection with  prosecuting,  defending,  preparing to
prosecute or defend,  investigating,  or being or preparing to be a witness in a
Proceeding.

          1.5 "Independent Counsel" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither  presently is, nor
in the past five years has been,  retained to represent:  (i) the Corporation or
Indemnitee in any other matter  material to either such party, or (ii) any other
party to the Proceeding  giving rise to a claim for  indemnification  hereunder.
Notwithstanding the foregoing,  the term "Independent Counsel" shall not include
any person who,  under the  applicable  standards of  professional  conduct then
prevailing,  would  have a  conflict  of  interest  in  representing  either the
Corporation  or Indemnitee in an action to determine  Indemnitee's  rights under
this Agreement.

          1.6  "Proceeding"  means  any  action,  suit,  arbitration,  alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee  pursuant to Section 11 of this  Agreement to enforce
his rights under this Agreement.

2         Services by Indemnitee.

          Indemnitee   agrees  to  serve  as  an  officer  of  the  Corporation.
Indemnitee may at any time and for any reason resign from such position (subject
to any other  contractual  obligation or any obligation  imposed by operation of
law).


3         Indemnification - General.

          The Corporation  shall indemnify,  and advance Expenses to, Indemnitee
as provided in this Agreement to the fullest extent  permitted by applicable law
in effect on the date hereof and to such greater  extent as  applicable  law may
thereafter from time to time permit. The rights of Indemnitee provided under the
preceding  sentence shall  include,  but shall not be limited to, the rights set
forth in the other Sections of this Agreement.

4 Proceedings Other Than Proceedings by or in the Right of the Corporation.

         Indemnitee shall be entitled to the rights of indemnification  provided
in this Section if, by reason of his Corporate  Status,  he is, or is threatened
to be made, a party to any threatened,  pending or completed  Proceeding,  other
than a  Proceeding  by or in the  right  of the  Corporation.  Pursuant  to this
Section, Indemnitee shall be indemnified against Expenses, judgments, penalties,
fines and amounts paid in settlement  actually and reasonably incurred by him or
on his behalf in  connection  with any such  Proceeding  or any claim,  issue or
matter therein, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best  interests  of the  Corporation,  and,  with
respect to any  criminal  Proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.

5        Proceedings by or in the Right of the Corporation.

         Indemnitee shall be entitled to the rights of indemnification  provided
in this Section if, by reason of his Corporate  Status,  he is, or is threatened
to be made, a party to any threatened,  pending or completed  Proceeding brought
by or in the right of the  Corporation  to  procure  a  judgment  in its  favor.
Pursuant to this  Section,  Indemnitee  shall be  indemnified  against  Expenses
actually and reasonably  incurred by him or on his behalf in connection with any
such Proceeding if he acted in good faith and in a manner he reasonably believed
to  be  in  or  not  opposed  to  the  best   interests   of  the   Corporation.
Notwithstanding the foregoing, no indemnification against such Expenses shall be
made in respect of any claim, issue or matter in any such proceeding as to which
Indemnitee  shall  have  been  adjudged  to be  liable  to  the  Corporation  if
applicable  law prohibits such  indemnification  unless the Court of Chancery of
the State of  Delaware,  or the court in which such  Proceeding  shall have been
brought or is pending, shall determine that indemnification against Expenses may
nevertheless be made by the Corporation.

6      Indemnification for Expenses of Party Who is Wholly or Partly Successful.

          Notwithstanding  any other provision of this Agreement,  to the extent
that  Indemnitee  is,  by  reason  of his  Corporate  Status,  a party to and is
successful,  on  the  merits  or  otherwise,  in any  Proceeding,  he  shall  be
indemnified  against all Expenses actually and reasonably  incurred by him or on
his behalf in connection  therewith.  If Indemnitee is not wholly  successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding,  the Corporation
shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection  with each  successfully  resolved  claim,
issue or matter.  For the  purposes of this  Section and  without  limiting  the
foregoing,  the termination of any claim, issue or matter in any such Proceeding
by  dismissal,  with or without  prejudice,  shall be deemed to be a  successful
result as to such claim, issue or matter.


7         Indemnification for Expenses as a Witness.

          Notwithstanding  any other provision of this Agreement,  to the extent
that  Indemnitee  is, by  reason  of his  Corporate  Status,  a  witness  in any
Proceeding, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

8         Advancement of Expenses.

          The Corporation shall advance all Expenses incurred by or on behalf of
Indemnitee  in  connection  with any  Proceeding  within  twenty  days after the
receipt  by  the  Corporation  of a  statement  or  statements  from  Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final  disposition  of such  Proceeding.  Such  statement  or  statements  shall
reasonably  evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses  advanced if it shall  ultimately be determined  that Indemnitee is
not entitled to be indemnified against such Expenses.

9 Procedure for Determination of Entitlement to Indemnification.

          9.1 To obtain  indemnification under this Agreement in connection with
any Proceeding,  and for the duration  thereof,  Indemnitee  shall submit to the
Corporation a written request, including therein or therewith such documentation
and  information  as is  reasonably  available to  Indemnitee  and is reasonably
necessary  to  determine  whether and to what extent  Indemnitee  is entitled to
indemnification.  The Secretary of the Corporation shall,  promptly upon receipt
of any such  request  for  indemnification,  advise  the Board in  writing  that
Indemnitee has requested indemnification.


          9.2 Upon written request by Indemnitee for indemnification pursuant to
Section 9.1 hereof, a determination, if required by applicable law, with respect
to Indemnitee's  entitlement thereto shall be made in such case: (i) if a Change
in Control shall have occurred,  by Independent Counsel (unless Indemnitee shall
request that such  determination  be made by the Board or the  stockholders,  in
which case in the manner  provided  for in clauses (ii) or (iii) of this Section
9.2) in a written  opinion to the Board,  a copy of which shall be  delivered to
Indemnitee);  (ii) if a Change of Control  shall not have  occurred,  (A) by the
Board by a majority vote of a quorum consisting of Disinterested  Directors,  or
(B) if a quorum  of the  Board  consisting  of  Disinterested  Directors  is not
obtainable,   or  even  if  such  quorum  is  obtainable,   if  such  quorum  of
Disinterested  Directors  so  directs,  either (x) by  Independent  Counsel in a
written  opinion to the Board, a copy of which shall be delivered to Indemnitee,
or (y) by the stockholders of the  Corporation,  as determined by such quorum of
Disinterested  Directors, or a quorum of the Board, as the case may be; or (iii)
as provided  in Section  10.2 of this  Agreement.  If it is so  determined  that
Indemnitee is entitled to  indemnification,  payment to Indemnitee shall be made
within ten (10) days after such  determination.  Indemnitee shall cooperate with
the  person,  persons  or entity  making  such  determination  with  respect  to
Indemnitee's entitlement to indemnification, including providing to such person,
persons  or  entity  upon  reasonable   advance  request  any  documentation  or
information  which is not privileged or otherwise  protected from disclosure and
which is reasonably  available to Indemnitee  and  reasonably  necessary to such
determination.   Any  costs  or   expenses   (including   attorneys'   fees  and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or  entity  making  such  determination   shall  be  borne  by  the  Corporation
(irrespective   of  the   determination   as  to  Indemnitee's   entitlement  to
indemnification)  and the  Corporation  hereby  indemnifies  and  agrees to hold
Indemnitee harmless therefrom.

          9.3 If required, Independent Counsel shall be selected as follows: (i)
if a Change of Control  shall not have  occurred,  Independent  Counsel shall be
selected  by the  Board,  and the  Corporation  shall  give  written  notice  to
Indemnitee  advising him of the identity of  Independent  Counsel so selected or
(ii) if a Change of Control shall have  occurred,  Independent  Counsel shall be
selected by Indemnitee  (unless  Indemnitee shall request that such selection be
made by the Board,  in which event (i) shall apply),  and Indemnitee  shall give
written  notice to the  Corporation  advising it of the identity of  Independent
Counsel so selected. In either event, Indemnitee or the Corporation, as the case
may be, may, within seven days after such written notice of selection shall have
been given,  deliver to the Corporation or to Indemnitee,  as the case may be, a
written objection to such selection.  Such objection may be asserted only on the
ground that  Independent  Counsel so selected does not meet the  requirements of
"Independent  Counsel"  as  defined  in  Section  1 of this  Agreement,  and the
objection  shall  set  forth  with  particularity  the  factual  basis  of  such
assertion.  If such written objection is made,  Independent  Counsel so selected
may not serve as  Independent  Counsel  unless and until a court has  determined
that such  objection is without  merit.  If, within 20 days after  submission by
Indemnitee  of a written  request  for  indemnification  pursuant to Section 9.1
hereof,  no  Independent  Counsel  shall have been selected and not objected to,
either the  Corporation  or Indemnitee may petition the Court of Chancery of the
State of Delaware, or other court of competent  jurisdiction,  for resolution of
any objection which shall have been made by the Corporation or Indemnitee to the
other's  selection  of  Independent   Counsel  and/or  for  the  appointment  as
Independent  Counsel of a person  selected by such court or by such other person
as such court shall designate,  and the person with respect to whom an objection
is so resolved or the person so appointed shall act as Independent Counsel under
Section 9.2 hereof.  The  Corporation  shall pay any and all reasonable fees and
expenses  of  Independent  Counsel  incurred  by  such  Independent  Counsel  in
connection  with its actions  pursuant to this  Agreement,  and the  Corporation
shall pay all  reasonable  fees and expenses  incident to the procedures of this
Section  9.3,  regardless  of the manner in which such  Independent  Counsel was
selected or appointed. Upon the due commencement date of any judicial proceeding
or  arbitration  pursuant to Section  11.1(iii) of this  Agreement,  Independent
Counsel shall be discharged and relieved of any further  responsibility  in such
capacity  (subject to the  applicable  standards  of  professional  conduct then
prevailing).

10        Presumptions and Effects of Certain Proceedings.

          10.1  If a  Change  of  Control  shall  have  occurred,  in  making  a
determination  with respect to entitlement  to  indemnification  hereunder,  the
person or  persons  or entity  making  such  determination  shall  presume  that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for  indemnification  in accordance with Section 9.1 of this
Agreement,  and the Corporation  shall have the burden of proof to overcome that
presumption  in connection  with the making by any person,  persons or entity of
any determination contrary to that presumption.


          10.2 If the person,  persons or entity  empowered  or  selected  under
Section 9 of this  Agreement  to  determine  whether  Indemnitee  is entitled to
indemnification shall not have made a determination within 60 days after receipt
by the  Corporation  of the request  therefor,  the requisite  determination  of
entitlement to indemnification  shall be deemed to have been made and Indemnitee
shall  be  entitled  to  such  indemnification,  absent  (i) a  misstatement  by
Indemnitee of a material  fact,  or an omission of a material fact  necessary to
make Indemnitee's  statement not materially  misleading,  in connection with the
request for indemnification,  or (ii) prohibition of such indemnification  under
applicable law provided,  however, that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person,  persons or
entity making the determination  with respect to entitlement to  indemnification
in good faith require(s) such additional time for the obtaining or evaluating of
documentation  and/or information relating thereto and provided,  further,  that
the  foregoing  provisions  of this  Section  10.2  shall  not  apply (i) if the
determination  of  entitlement  to   indemnification   is  to  be  made  by  the
stockholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days
after receipt by the Corporation of the request for such determination the Board
has  resolved  to  submit  such  determination  to the  stockholders  for  their
consideration  at an annual meeting thereof to be held within 75 days after such
receipt and such  determination  is made  thereat,  or (B) a special  meeting of
stockholders  is called  within 15 days after such  receipt  for the  purpose of
making such determination,  such meeting is held for such purpose within 60 days
after having been so called and such  determination is made thereat,  or (ii) if
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 9.2 of this Agreement.

          10.3 The  termination  of any  Proceeding  or of any  claim,  issue or
matter therein, by judgment,  order, settlement or conviction, or upon a plea of
nolo  contendere  or its  equivalent,  shall not (except as otherwise  expressly
provided in this Agreement) of itself  adversely  affect the right of Indemnitee
to  indemnification  or create a presumption that Indemnitee did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the  best  interests  of the  Corporation  or,  with  respect  to  any  criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

11        Remedies of Indemnitee.

          11.1 In the event that (i) a determination is made pursuant to Section
9 of this Agreement  that  Indemnitee is not entitled to  indemnification  under
this  Agreement,  (ii)  advancement  of Expenses is not timely made  pursuant to
Section 8 of this Agreement, (iii) the determination of indemnification is to be
made by Independent  Counsel  pursuant to Section 9.2 of this Agreement and such
determination shall not have been made and delivered in a written opinion within
90 days after  receipt by the  Corporation  of the request for  indemnification,
(iv)  payment  of  indemnification  is not made  pursuant  to  Section 7 of this
Agreement  within ten days after receipt by the Corporation of a written request
therefor,  or (v) payment of indemnification is not made within ten days after a
determination  has been made that Indemnitee is entitled to  indemnification  or
such  determination  is deemed to have been made  pursuant to Section 9 or 10 of
this  Agreement,   Indemnitee  shall  be  entitled  to  an  adjudication  in  an
appropriate  court of the State of Delaware,  or in any other court of competent
jurisdiction,  of his  entitlement  to such  indemnification  or  advancement of
Expenses.  Alternatively,  the Indemnitee,  at his option,  may seek an award in
arbitration to be conducted by a single arbitrator  pursuant to the rules of the
American  Arbitration  Association.  Indemnitee  shall commence such  proceeding
seeking an adjudication or an award in arbitration within 180 days following the
date on which  Indemnitee  first  has the  right  to  commence  such  proceeding
pursuant to this Section 11.1.  The  Corporation  shall not oppose  Indemnitee's
right to seek any such adjudication or award in arbitration.


          11.2 In the event that a  determination  shall have been made pursuant
to  Section  9  of  this   Agreement   that   Indemnitee   is  not  entitled  to
indemnification,  any judicial  proceeding or arbitration  commenced pursuant to
this  Section  shall  be  conducted  in  all  respects  as a de  novo  trial  or
arbitration  on the merits and  Indemnitee  shall not be prejudiced by reason of
that adverse determination.

          11.3 If a  determination  shall  have been made or deemed to have been
made pursuant to Section 9 or 10 of this Agreement  that  Indemnitee is entitled
to indemnification,  the Corporation shall be bound by such determination in any
judicial  proceeding or arbitration  commenced pursuant to this Section,  absent
(i) a  misstatement  by  Indemnitee  of a material  fact,  or an  omission  of a
material  fact   necessary  to  make   Indemnitee's   statement  not  materially
misleading,  in  connection  with  the  request  for  indemnification,  or  (ii)
prohibition of such indemnification under applicable law.

          11.4 The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section that the procedures
and  presumptions  of this Agreement are not valid,  binding and enforceable and
shall  stipulate  in any such  court or  before  any  such  arbitrator  that the
Corporation is bound by all the provisions of this Agreement.

          11.5 In the event that Indemnitee,  pursuant to this Section,  seeks a
judicial  adjudication  of, or an award in  arbitration  to enforce,  his rights
under, or to recover damages for breach of, this Agreement,  Indemnitee shall be
entitled  to  recover  from the  Corporation,  and shall be  indemnified  by the
Corporation  against,  any  and all  expenses  (of the  kinds  described  in the
definition of Expenses) actually and reasonably incurred by him in such judicial
adjudication or  arbitration,  but only if he prevails  therein.  If it shall be
determined in such  judicial  adjudication  or  arbitration  that  Indemnitee is
entitled to receive some but less than all of the indemnification or advancement
of expenses sought,  the expenses incurred by Indemnitee in connection with such
judicial adjudication or arbitration shall be appropriately prorated.

12        Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

          12.1 The  rights of  indemnification  and to  receive  advancement  of
Expenses as  provided by this  Agreement  shall not be deemed  exclusive  of any
other rights to which  Indemnitee may at any time be entitled  under  applicable
law,  the  certificate  of  incorporation  or  by-laws of the  Corporation,  any
agreement, a vote of stockholders or a resolution of directors, or otherwise. No
amendment,  alteration or repeal of this Agreement or any provision hereof shall
be effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate  Status prior to such amendment,  alteration or
repeal.

          12.2 To the extent that the Corporation  maintains an insurance policy
or policies providing  liability insurance for directors,  officers,  employees,
agents  or  fiduciaries  of  the  Corporation  or  of  any  other   corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which such person serves at the request of the Corporation,  Indemnitee shall be
covered by such policy or policies in accordance  with its or their terms to the
maximum  extent  of the  coverage  available  for any  such  director,  officer,
employee, agent or fiduciary under such policy or policies.


          12.3 In the event of any payment under this Agreement, the Corporation
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of  Indemnitee,  who shall  execute all papers  required  and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Corporation to bring suit to enforce such rights.

          12.4 The Corporation  shall not be liable under this Agreement to make
any payment of amounts  otherwise  indemnifiable  hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

13        Duration of Agreement.

          This  Agreement  shall continue until and terminate upon the later of:
(a) ten years  after the date that  Indemnitee  shall have ceased to serve as an
officer  of the  Corporation,  or  (b)  the  final  termination  of all  pending
Proceedings in respect of which Indemnitee is granted rights of  indemnification
or  advancement  of  Expenses  hereunder  and or  any  proceeding  commenced  by
Indemnitee  pursuant to Section 11 of this  Agreement.  This Agreement  shall be
binding upon the  Corporation  and its successors and assigns and shall inure to
the benefit of Indemnitee and his heirs, executors and administrators.

14        Severability.

          If any provision or provisions of this  Agreement  shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (a) the validity,
legality  and  enforceability  of the  remaining  provisions  of this  Agreement
(including,  without  limitation,  each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not  itself  invalid,  illegal  or  unenforceable)  shall  not in any  way be
affected  or  impaired  thereby;  and (b) to the fullest  extent  possible,  the
provisions of this Agreement (including, without limitation, each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

15 Exception to Right of Indemnification or Advancement of Expenses.

          Except as provided in Section 11.5,  Indemnitee  shall not be entitled
to  indemnification or advancement of Expenses under this Agreement with respect
to any  Proceeding,  or any claim  therein,  brought or made by him  against the
Corporation.

16        Identical Counterparts.

          This  Agreement may be executed in one or more  counterparts,  each of
which  shall  for all  purposes  be deemed  to be an  original  but all of which
together shall constitute one and the same Agreement.

17        Headings.

         The  headings of the  paragraphs  of this  Agreement  are  inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.


18        Modification and Waiver.

          No supplement,  modification  or amendment of this Agreement  shall be
binding unless executed in writing by both of the parties  hereto.  No waiver of
any of the  provisions of this Agreement  shall be deemed or shall  constitute a
waiver of any other  provisions  hereof  (whether or not similar) nor shall such
waiver constitute a continuing waiver.

19        Notice by Indemnitee.

          Indemnitee  agrees  promptly to notify the Corporation in writing upon
being  served  with any  summons,  citation,  subpoena,  complaint,  indictment,
information  or other  document  relating any  Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered hereunder.

20        Notices.

          All  notices,  requests,  demands and other  communications  hereunder
shall be in writing and shall be deemed to have been duly given if (i) delivered
by  hand  and  receipted  for  by  the  party  to  whom  such  notice  or  other
communication  shall  have  been  directed,  or  (ii)  mailed  by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

         If to Indemnitee, to:

                  Henry Clark
                  277 Handsome Avenue
                  Sayville, NY 11782

         If to the Corporation, to:

                  Individual Investor Group, Inc.
                  1633 Broadway, 38th Floor
                  New York, New York 10019

or to such other address or such other person as  Indemnitee or the  Corporation
shall designate in writing in accordance with this Section,  except that notices
regarding changes in notices shall be effective only upon receipt.

21        Governing Law.

          The  parties  agree  that this  Agreement  shall be  governed  by, and
construed and enforced in accordance with, the laws of the State of Delaware.

22        Miscellaneous.

          Use of the  masculine  pronoun shall be deemed to include usage of the
feminine pronoun where appropriate.


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.


                                             INDIVIDUAL INVESTOR GROUP, INC.



                                             By:                               
                                                  Jonathan L. Steinberg
                                                  Chief Executive Officer


                                                  INDEMNITEE



                                                  Henry Clark











                                                       EXHIBIT 10.4




                    INDEMNIFICATION AGREEMENT


          This  Agreement,  made and  entered  into as of this 19th day of June,
1996  ("Agreement"),  by and between Individual Investor Group, Inc., a Delaware
corporation ("Corporation"), and Peter M. Ziemba ("Indemnitee"):

          WHEREAS,  highly competent persons recently have become more reluctant
to  serve  publicly-held  corporations  as  directors,  officers,  or  in  other
capacities,  unless they are provided  with better  protection  from the risk of
claims and actions  against them arising out of their service to and  activities
on behalf of such corporation; and

          WHEREAS, the current  impracticability of obtaining adequate insurance
and the uncertainties  related to indemnification  have increased the difficulty
of attracting and retaining such persons; and

          WHEREAS,  the Board of  Directors  of the  Corporation  ("Board")  has
determined  that the inability to attract and retain such persons is detrimental
to the best interests of the  Corporation's  stockholders  and that such persons
should be assured that they will have better protection in the future; and

          WHEREAS,  it is reasonable,  prudent and necessary for the Corporation
to obligate itself contractually to indemnify such persons to the fullest extent
permitted by applicable law so that such persons will serve or continue to serve
the  Corporation  free from  undue  concern  that  they  will not be  adequately
indemnified; and

          WHEREAS,  this  Agreement is a  supplement  to and in  furtherance  of
Article VIII of the By-laws of the Corporation,  and Article VIII of the Amended
and Restated Certificate of Incorporation of the Corporation and any resolutions
adopted pursuant thereto and shall neither be deemed to be a substitute therefor
nor to diminish or abrogate any rights of Indemnitee thereunder; and

          WHEREAS,  Indemnitee  is  willing  to serve and to take on  additional
service  for  or on  behalf  of the  Corporation  on the  condition  that  he be
indemnified according to the terms of this Agreement;

          NOW,  THEREFORE,  in  consideration  of the premises and the covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

1        Definitions.  For purposes of this Agreement:

          1.1 "Change in Control"  means a change in control of the  Corporation
occurring  after  the date  hereof  of a nature  that  would be  required  to be
reported  in  response to Item 6(e) of  Schedule  14A of  Regulation  14A (or in
response to any similar item on any similar schedule or form)  promulgated under
the  Securities  Exchange Act of 1934,  as amended  ("Act"),  whether or not the
Corporation is then subject to such  reporting  requirement  provided,  however,
that,  without  limitation,  such a Change  in  Control  shall be deemed to have
occurred  if after the date  hereof  (i) any  "person"  (as such term is used in
Sections  13(d)  and  14(d) of the Act) is or  becomes  "beneficial  owner"  (as
defined in Rule 13d-3 under the Act),  directly or indirectly,  of securities of
the  Corporation  representing  20% or more of the combined  voting power of the
then outstanding  securities of the Corporation without the prior approval of at
least two-thirds of the members of the Board in office immediately prior to such
person attaining such percentage interest;  (ii) the Corporation is a party to a
merger,  consolidation,  sale of  assets  or  other  reorganization,  or a proxy
contest,  as a consequence  of which members of the Board in office  immediately
prior to such  transaction or event constitute less than a majority of the Board
thereafter; or (iii) during any period of two consecutive years, individuals who
at the  beginning  of such  period  constituted  the Board  (including  for this
purpose any new  director  whose  election  or  nomination  for  election by the
Corporation's  stockholders was approved by a vote of at least two-thirds of the
directors  then  still in office who were  directors  at the  beginning  of such
period) cease for any reason to constitute at least a majority of the Board.

          1.2  "Corporate  Status"  means the status of a person who is or was a
director,  officer,  employee,  agent or fiduciary of the  Corporation or of any
other corporation,  partnership,  joint venture, trust, employee benefit plan or
other  enterprise  which such  person is or was  serving  at the  request of the
Corporation.

          1.3  "Disinterested  Director" means a director of the Corporation who
is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.

          1.4 "Expenses" means all reasonable attorneys' fees, retainers,  court
costs,  transcript  costs,  fees of  experts,  witness  fees,  travel  expenses,
duplicating  costs,  printing and binding  costs,  telephone  charges,  postage,
delivery  service  fees,  and all other  disbursements  or expenses of the types
customarily  incurred in connection with  prosecuting,  defending,  preparing to
prosecute or defend,  investigating,  or being or preparing to be a witness in a
Proceeding.

          1.5 "Independent Counsel" means a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither  presently is, nor
in the past five years has been,  retained to represent:  (i) the Corporation or
Indemnitee in any other matter  material to either such party, or (ii) any other
party to the Proceeding  giving rise to a claim for  indemnification  hereunder.
Notwithstanding the foregoing,  the term "Independent Counsel" shall not include
any person who,  under the  applicable  standards of  professional  conduct then
prevailing,  would  have a  conflict  of  interest  in  representing  either the
Corporation  or Indemnitee in an action to determine  Indemnitee's  rights under
this Agreement.

          1.6  "Proceeding"  means  any  action,  suit,  arbitration,  alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by an Indemnitee  pursuant to Section 11 of this  Agreement to enforce
his rights under this Agreement.

2         Services by Indemnitee.

          Indemnitee   agrees  to  serve  as  a  director  of  the  Corporation.
Indemnitee may at any time and for any reason resign from such position (subject
to any other  contractual  obligation or any obligation  imposed by operation of
law).

3         Indemnification - General.

          The Corporation  shall indemnify,  and advance Expenses to, Indemnitee
as provided in this Agreement to the fullest extent  permitted by applicable law
in effect on the date hereof and to such greater  extent as  applicable  law may
thereafter from time to time permit. The rights of Indemnitee provided under the
preceding  sentence shall  include,  but shall not be limited to, the rights set
forth in the other Sections of this Agreement.

4 Proceedings Other Than Proceedings by or in the Right of the Corporation.

          Indemnitee shall be entitled to the rights of indemnification provided
in this Section if, by reason of his  Corporate  Status (and not in his capacity
as a member  of  Graubard  Mollen  &  Miller  rendering  legal  services  to the
Corporation  for  compensation),  he is, or is threatened to be made, a party to
any threatened,  pending or completed Proceeding,  other than a Proceeding by or
in the right of the Corporation.  Pursuant to this Section,  Indemnitee shall be
indemnified against Expenses,  judgments,  penalties,  fines and amounts paid in
settlement  actually  and  reasonably  incurred  by  him  or on  his  behalf  in
connection with any such Proceeding or any claim, issue or matter therein, if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation,  and,  with  respect to any
criminal  Proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful.

5         Proceedings by or in the Right of the Corporation.

          Indemnitee shall be entitled to the rights of indemnification provided
in this Section if, by reason of his  Corporate  Status (and not in his capacity
as a member  of  Graubard  Mollen  &  Miller  rendering  legal  services  to the
Corporation  for  compensation),  he is, or is threatened to be made, a party to
any threatened,  pending or completed  Proceeding  brought by or in the right of
the  Corporation  to procure a judgment in its favor.  Pursuant to this Section,
Indemnitee  shall  be  indemnified  against  Expenses  actually  and  reasonably
incurred by him or on his behalf in  connection  with any such  Proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the best interests of the Corporation. Notwithstanding the foregoing,
no indemnification  against such Expenses shall be made in respect of any claim,
issue or matter in any such  proceeding as to which  Indemnitee  shall have been
adjudged  to be liable to the  Corporation  if  applicable  law  prohibits  such
indemnification  unless the Court of Chancery of the State of  Delaware,  or the
court in which such  Proceeding  shall have been  brought or is  pending,  shall
determine that indemnification  against Expenses may nevertheless be made by the
Corporation.

6      Indemnification for Expenses of Party Who is Wholly or Partly Successful.

          Notwithstanding  any other provision of this Agreement,  to the extent
that  Indemnitee  is,  by  reason  of his  Corporate  Status,  a party to and is
successful,  on  the  merits  or  otherwise,  in any  Proceeding,  he  shall  be
indemnified  against all Expenses actually and reasonably  incurred by him or on
his behalf in connection  therewith.  If Indemnitee is not wholly  successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Proceeding,  the Corporation
shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection  with each  successfully  resolved  claim,
issue or matter.  For the  purposes of this  Section and  without  limiting  the
foregoing,  the termination of any claim, issue or matter in any such Proceeding
by  dismissal,  with or without  prejudice,  shall be deemed to be a  successful
result as to such claim, issue or matter.

7         Indemnification for Expenses as a Witness.

          Notwithstanding  any other provision of this Agreement,  to the extent
that  Indemnitee  is, by  reason  of his  Corporate  Status,  a  witness  in any
Proceeding, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.

8          Advancement of Expenses.

          The Corporation shall advance all Expenses incurred by or on behalf of
Indemnitee  in  connection  with any  Proceeding  within  twenty  days after the
receipt  by  the  Corporation  of a  statement  or  statements  from  Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final  disposition  of such  Proceeding.  Such  statement  or  statements  shall
reasonably  evidence the Expenses incurred by Indemnitee and shall include or be
preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay
any Expenses  advanced if it shall  ultimately be determined  that Indemnitee is
not entitled to be indemnified against such Expenses.

9          Procedure for Determination of Entitlement to Indemnification.

          9.1 To obtain  indemnification under this Agreement in connection with
any Proceeding,  and for the duration  thereof,  Indemnitee  shall submit to the
Corporation a written request, including therein or therewith such documentation
and  information  as is  reasonably  available to  Indemnitee  and is reasonably
necessary  to  determine  whether and to what extent  Indemnitee  is entitled to
indemnification.  The Secretary of the Corporation shall,  promptly upon receipt
of any such  request  for  indemnification,  advise  the Board in  writing  that
Indemnitee has requested indemnification.

          9.2 Upon written request by Indemnitee for indemnification pursuant to
Section 9.1 hereof, a determination, if required by applicable law, with respect
to Indemnitee's  entitlement thereto shall be made in such case: (i) if a Change
in Control shall have occurred,  by Independent Counsel (unless Indemnitee shall
request that such  determination  be made by the Board or the  stockholders,  in
which case in the manner  provided  for in clauses (ii) or (iii) of this Section
9.2) in a written  opinion to the Board,  a copy of which shall be  delivered to
Indemnitee);  (ii) if a Change of Control  shall not have  occurred,  (A) by the
Board by a majority vote of a quorum consisting of Disinterested  Directors,  or
(B) if a quorum  of the  Board  consisting  of  Disinterested  Directors  is not
obtainable,   or  even  if  such  quorum  is  obtainable,   if  such  quorum  of
Disinterested  Directors  so  directs,  either (x) by  Independent  Counsel in a
written  opinion to the Board, a copy of which shall be delivered to Indemnitee,
or (y) by the stockholders of the  Corporation,  as determined by such quorum of
Disinterested  Directors, or a quorum of the Board, as the case may be; or (iii)
as provided  in Section  10.2 of this  Agreement.  If it is so  determined  that
Indemnitee is entitled to  indemnification,  payment to Indemnitee shall be made
within ten (10) days after such  determination.  Indemnitee shall cooperate with
the  person,  persons  or entity  making  such  determination  with  respect  to
Indemnitee's entitlement to indemnification, including providing to such person,
persons  or  entity  upon  reasonable   advance  request  any  documentation  or
information  which is not privileged or otherwise  protected from disclosure and
which is reasonably  available to Indemnitee  and  reasonably  necessary to such
determination.   Any  costs  or   expenses   (including   attorneys'   fees  and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or  entity  making  such  determination   shall  be  borne  by  the  Corporation
(irrespective   of  the   determination   as  to  Indemnitee's   entitlement  to
indemnification)  and the  Corporation  hereby  indemnifies  and  agrees to hold
Indemnitee harmless therefrom.

          9.3 If required, Independent Counsel shall be selected as follows: (i)
if a Change of Control  shall not have  occurred,  Independent  Counsel shall be
selected  by the  Board,  and the  Corporation  shall  give  written  notice  to
Indemnitee  advising him of the identity of  Independent  Counsel so selected or
(ii) if a Change of Control shall have  occurred,  Independent  Counsel shall be
selected by Indemnitee  (unless  Indemnitee shall request that such selection be
made by the Board,  in which event (i) shall apply),  and Indemnitee  shall give
written  notice to the  Corporation  advising it of the identity of  Independent
Counsel so selected. In either event, Indemnitee or the Corporation, as the case
may be, may, within seven days after such written notice of selection shall have
been given,  deliver to the Corporation or to Indemnitee,  as the case may be, a
written objection to such selection.  Such objection may be asserted only on the
ground that  Independent  Counsel so selected does not meet the  requirements of
"Independent  Counsel"  as  defined  in  Section  1 of this  Agreement,  and the
objection  shall  set  forth  with  particularity  the  factual  basis  of  such
assertion.  If such written objection is made,  Independent  Counsel so selected
may not serve as  Independent  Counsel  unless and until a court has  determined
that such  objection is without  merit.  If, within 20 days after  submission by
Indemnitee  of a written  request  for  indemnification  pursuant to Section 9.1
hereof,  no  Independent  Counsel  shall have been selected and not objected to,
either the  Corporation  or Indemnitee may petition the Court of Chancery of the
State of Delaware, or other court of competent  jurisdiction,  for resolution of
any objection which shall have been made by the Corporation or Indemnitee to the
other's  selection  of  Independent   Counsel  and/or  for  the  appointment  as
Independent  Counsel of a person  selected by such court or by such other person
as such court shall designate,  and the person with respect to whom an objection
is so resolved or the person so appointed shall act as Independent Counsel under
Section 9.2 hereof.  The  Corporation  shall pay any and all reasonable fees and
expenses  of  Independent  Counsel  incurred  by  such  Independent  Counsel  in
connection  with its actions  pursuant to this  Agreement,  and the  Corporation
shall pay all  reasonable  fees and expenses  incident to the procedures of this
Section  9.3,  regardless  of the manner in which such  Independent  Counsel was
selected or appointed. Upon the due commencement date of any judicial proceeding
or  arbitration  pursuant to Section  11.1(iii) of this  Agreement,  Independent
Counsel shall be discharged and relieved of any further  responsibility  in such
capacity  (subject to the  applicable  standards  of  professional  conduct then
prevailing).

10        Presumptions and Effects of Certain Proceedings.

          10.1  If a  Change  of  Control  shall  have  occurred,  in  making  a
determination  with respect to entitlement  to  indemnification  hereunder,  the
person or  persons  or entity  making  such  determination  shall  presume  that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for  indemnification  in accordance with Section 9.1 of this
Agreement,  and the Corporation  shall have the burden of proof to overcome that
presumption  in connection  with the making by any person,  persons or entity of
any determination contrary to that presumption.

          10.2 If the person,  persons or entity  empowered  or  selected  under
Section 9 of this  Agreement  to  determine  whether  Indemnitee  is entitled to
indemnification shall not have made a determination within 60 days after receipt
by the  Corporation  of the request  therefor,  the requisite  determination  of
entitlement to indemnification  shall be deemed to have been made and Indemnitee
shall  be  entitled  to  such  indemnification,  absent  (i) a  misstatement  by
Indemnitee of a material  fact,  or an omission of a material fact  necessary to
make Indemnitee's  statement not materially  misleading,  in connection with the
request for indemnification,  or (ii) prohibition of such indemnification  under
applicable law provided,  however, that such 60-day period may be extended for a
reasonable time, not to exceed an additional 30 days, if the person,  persons or
entity making the determination  with respect to entitlement to  indemnification
in good faith require(s) such additional time for the obtaining or evaluating of
documentation  and/or information relating thereto and provided,  further,  that
the  foregoing  provisions  of this  Section  10.2  shall  not  apply (i) if the
determination  of  entitlement  to   indemnification   is  to  be  made  by  the
stockholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days
after receipt by the Corporation of the request for such determination the Board
has  resolved  to  submit  such  determination  to the  stockholders  for  their
consideration  at an annual meeting thereof to be held within 75 days after such
receipt and such  determination  is made  thereat,  or (B) a special  meeting of
stockholders  is called  within 15 days after such  receipt  for the  purpose of
making such determination,  such meeting is held for such purpose within 60 days
after having been so called and such  determination is made thereat,  or (ii) if
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 9.2 of this Agreement.

          10.3 The  termination  of any  Proceeding  or of any  claim,  issue or
matter therein, by judgment,  order, settlement or conviction, or upon a plea of
nolo  contendere  or its  equivalent,  shall not (except as otherwise  expressly
provided in this Agreement) of itself  adversely  affect the right of Indemnitee
to  indemnification  or create a presumption that Indemnitee did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the  best  interests  of the  Corporation  or,  with  respect  to  any  criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was
unlawful.

11        Remedies of Indemnitee.

          11.1 In the event that (i) a determination is made pursuant to Section
9 of this Agreement  that  Indemnitee is not entitled to  indemnification  under
this  Agreement,  (ii)  advancement  of Expenses is not timely made  pursuant to
Section 8 of this Agreement, (iii) the determination of indemnification is to be
made by Independent  Counsel  pursuant to Section 9.2 of this Agreement and such
determination shall not have been made and delivered in a written opinion within
90 days after  receipt by the  Corporation  of the request for  indemnification,
(iv)  payment  of  indemnification  is not made  pursuant  to  Section 7 of this
Agreement  within ten days after receipt by the Corporation of a written request
therefor,  or (v) payment of indemnification is not made within ten days after a
determination  has been made that Indemnitee is entitled to  indemnification  or
such  determination  is deemed to have been made  pursuant to Section 9 or 10 of
this  Agreement,   Indemnitee  shall  be  entitled  to  an  adjudication  in  an
appropriate  court of the State of Delaware,  or in any other court of competent
jurisdiction,  of his  entitlement  to such  indemnification  or  advancement of
Expenses.  Alternatively,  the Indemnitee,  at his option,  may seek an award in
arbitration to be conducted by a single arbitrator  pursuant to the rules of the
American  Arbitration  Association.  Indemnitee  shall commence such  proceeding
seeking an adjudication or an award in arbitration within 180 days following the
date on which  Indemnitee  first  has the  right  to  commence  such  proceeding
pursuant to this Section 11.1.  The  Corporation  shall not oppose  Indemnitee's
right to seek any such adjudication or award in arbitration.

          11.2 In the event that a  determination  shall have been made pursuant
to  Section  9  of  this   Agreement   that   Indemnitee   is  not  entitled  to
indemnification,  any judicial  proceeding or arbitration  commenced pursuant to
this  Section  shall  be  conducted  in  all  respects  as a de  novo  trial  or
arbitration  on the merits and  Indemnitee  shall not be prejudiced by reason of
that adverse determination.

          11.3 If a  determination  shall  have been made or deemed to have been
made pursuant to Section 9 or 10 of this Agreement  that  Indemnitee is entitled
to indemnification,  the Corporation shall be bound by such determination in any
judicial  proceeding or arbitration  commenced pursuant to this Section,  absent
(i) a  misstatement  by  Indemnitee  of a material  fact,  or an  omission  of a
material  fact   necessary  to  make   Indemnitee's   statement  not  materially
misleading,  in  connection  with  the  request  for  indemnification,  or  (ii)
prohibition of such indemnification under applicable law.

          11.4 The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section that the procedures
and  presumptions  of this Agreement are not valid,  binding and enforceable and
shall  stipulate  in any such  court or  before  any  such  arbitrator  that the
Corporation is bound by all the provisions of this Agreement.

          11.5 In the event that Indemnitee,  pursuant to this Section,  seeks a
judicial  adjudication  of, or an award in  arbitration  to enforce,  his rights
under, or to recover damages for breach of, this Agreement,  Indemnitee shall be
entitled  to  recover  from the  Corporation,  and shall be  indemnified  by the
Corporation  against,  any  and all  expenses  (of the  kinds  described  in the
definition of Expenses) actually and reasonably incurred by him in such judicial
adjudication or  arbitration,  but only if he prevails  therein.  If it shall be
determined in such  judicial  adjudication  or  arbitration  that  Indemnitee is
entitled  to receive  all of the  indemnification  or  advancement  of  expenses
sought,  the expenses  incurred by Indemnitee  in connection  with such judicial
adjudication or arbitration shall be appropriately prorated.

12        Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

          12.1 The  rights of  indemnification  and to  receive  advancement  of
Expenses as  provided by this  Agreement  shall not be deemed  exclusive  of any
other rights to which  Indemnitee may at any time be entitled  under  applicable
law,  the  certificate  of  incorporation  or  by-laws of the  Corporation,  any
agreement, a vote of stockholders or a resolution of directors, or otherwise. No
amendment,  alteration or repeal of this Agreement or any provision hereof shall
be effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate  Status prior to such amendment,  alteration or
repeal.

          12.2 To the extent that the Corporation  maintains an insurance policy
or policies providing  liability insurance for directors,  officers,  employees,
agents  or  fiduciaries  of  the  Corporation  or  of  any  other   corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which such person serves at the request of the Corporation,  Indemnitee shall be
covered by such policy or policies in accordance  with its or their terms to the
maximum  extent  of the  coverage  available  for any  such  director,  officer,
employee, agent or fiduciary under such policy or policies.

          12.3 In the event of any payment under this Agreement, the Corporation
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of  Indemnitee,  who shall  execute all papers  required  and take all
action necessary to secure such rights, including execution of such documents as
are necessary to enable the Corporation to bring suit to enforce such rights.

          12.4 The Corporation  shall not be liable under this Agreement to make
any payment of amounts  otherwise  indemnifiable  hereunder if and to the extent
that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

13        Duration of Agreement.

          This  Agreement  shall continue until and terminate upon the later of:
(a) ten years  after the date that  Indemnitee  shall have  ceased to serve as a
director  of the  Corporation,  or (b)  the  final  termination  of all  pending
Proceedings in respect of which Indemnitee is granted rights of  indemnification
or  advancement  of  Expenses  hereunder  and or  any  proceeding  commenced  by
Indemnitee  pursuant to Section 11 of this  Agreement.  This Agreement  shall be
binding upon the  Corporation  and its successors and assigns and shall inure to
the benefit of Indemnitee and his heirs, executors and administrators.

          Severability.

          If any provision or provisions of this  Agreement  shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (a) the validity,
legality  and  enforceability  of the  remaining  provisions  of this  Agreement
(including,  without  limitation,  each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not  itself  invalid,  illegal  or  unenforceable)  shall  not in any  way be
affected  or  impaired  thereby;  and (b) to the fullest  extent  possible,  the
provisions of this Agreement (including, without limitation, each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

14 Exception to Right of Indemnification or Advancement of Expenses.

          Except as provided in Section 11.5,  Indemnitee  shall not be entitled
to  indemnification or advancement of Expenses under this Agreement with respect
to any  Proceeding,  or any claim  therein,  brought or made by him  against the
Corporation.

15        Identical Counterparts.

          This  Agreement may be executed in one or more  counterparts,  each of
which  shall  for all  purposes  be deemed  to be an  original  but all of which
together shall constitute one and the same Agreement.

16        Headings.

          The  headings of the  paragraphs  of this  Agreement  are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

17        Modification and Waiver.

          No supplement,  modification  or amendment of this Agreement  shall be
binding unless executed in writing by both of the parties  hereto.  No waiver of
any of the  provisions of this Agreement  shall be deemed or shall  constitute a
waiver of any other  provisions  hereof  (whether or not similar) nor shall such
waiver constitute a continuing waiver.

18        Notice by Indemnitee.

          Indemnitee  agrees  promptly to notify the Corporation in writing upon
being  served  with any  summons,  citation,  subpoena,  complaint,  indictment,
information  or other  document  relating any  Proceeding or matter which may be
subject to indemnification or advancement of Expenses covered hereunder.

19        Notices.

          All  notices,  requests,  demands and other  communications  hereunder
shall be in writing and shall be deemed to have been duly given if (i) delivered
by  hand  and  receipted  for  by  the  party  to  whom  such  notice  or  other
communication  shall  have  been  directed,  or  (ii)  mailed  by  certified  or
registered mail with postage  prepaid,  on the third business day after the date
on which it is so mailed:

        If to Indemnitee, to:

               Peter M. Ziemba
               85 Todd Road
               Katonah, New York 10536

        If to the Corporation, to:

               Individual Investor Group, Inc.
               1633 Broadway, 38th Floor
               New York, New York 10019

or to such other address or such other person as  Indemnitee or the  Corporation
shall designate in writing in accordance with this Section,  except that notices
regarding changes in notices shall be effective only upon receipt.

20         Governing Law.

          The  parties  agree  that this  Agreement  shall be  governed  by, and
construed and enforced in accordance with, the laws of the State of Delaware.

21        Miscellaneous.

          Use of the  masculine  pronoun shall be deemed to include usage of the
feminine pronoun where appropriate.


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.


                                               INDIVIDUAL INVESTOR GROUP, INC.



                                       By:
                                                    Jonathan L. Steinberg
                                                    Chief Executive Officer


                                                    INDEMNITEE



                                                    Peter M. Ziemba








                                                           EXHIBIT 10.21

                                     [COMPANY LETTERHEAD]

                                   As of November 19, 1998

Mr. Jonathan Steinberg



Dear Mr. Steinberg:

        The Board of Directors of Individual  Investor Group,  Inc.  ("Company")
has authorized the Company to amend the Stock Option Agreement,  dated as of May
9, 1997,  between the Company and you ("Stock  Option  Agreement") to reduce the
stated  exercise price of all options  evidenced  thereunder to $1.25 per share,
conditioned  upon your  agreement that all options  evidenced  thereby shall not
become  exercisable,  except as  otherwise  provided  by  Section 3 of the Stock
Option Agreement, until May 19, 1999.

        This letter, together with the Stock Option Agreement as hereby amended,
constitutes  the entire  agreement  between you and the Company  concerning  the
subject matter hereof,  and supersedes all prior  undertakings  and  agreements,
oral or  written,  with  respect  to the  subject  matter  hereof and may not be
contradicted by evidence of any prior or  contemporaneous  agreement.  Except as
expressly  set  forth  herein,  the  terms and  provisions  of the Stock  Option
Agreement shall remain unchanged and continue in full force and effect.

                                                                               
Very truly yours,

INDIVIDUAL INVESTOR GROUP, INC.



 By:                                                                            
 ---------------------------

Gregory Barton
Vice President of Business and
Legal Affairs and General Counsel

Agreed:



- -------------------------
Jonathan Steinberg











                                                            EXHIBIT 10.31

                              125 BROAD UNIT C LLC
                            C/O THE WITKOFF GROUP LLC
                         220 E. 42ND STREET, 26TH FLOOR
                            NEW YORK, NEW YORK 10017


                                                   November 30, 1998
Individual Investor Group, Inc.
1633 Broadway
New York, New York 10019


Re:     Lease dated November 30, 1998 between 125 Broad Unit C LLC ("Landlord")
        and Individual Investor Group, Inc. ("Tenant") for premises known as the
        entire 14th floor (the "Demised  Premises")  of the building  located at
        125 Broad Street, New York, New York

Gentlemen:

     In  consideration  of your  executing  the  lease  referred  to above  (the
"Lease"),  we hereby agree to assume your obligation with respect to the payment
of base rent due under the Lease ("Base Rent") due for the period  commencing on
the Base Rent  Commencement Date (as defined in the Lease) through and including
March 31, 1999 (the "Inducement Period").

          We will pay to you an amount equal to the Base Rent for the Inducement
Period  indicated above at least ten days prior to the date on which the payment
of Base Rent is payable by you  pursuant to the Lease.  Your  obligation  to pay
Base Rent  pursuant to Article 4 of the Lease  during the  Inducement  Period is
hereby expressly  conditioned on your receipt of the amount due pursuant to this
Letter Agreement.  To the extent that you do not receive from us the full amount
due  pursuant  to this Letter  Agreement  with  respect to any month  during the
Inducement Period for any reason whatsoever  (including,  without  limitation in
the event that you are in default of any of your  obligations  under the Lease),
you shall have no  obligations  to pay the Base Rent  payable by you pursuant to
the Lease with respect to such month.

          Any terms used in this  Letter  Agreement  and not  otherwise  defined
shall have the meanings set forth in the Lease.






          While this  Letter  Agreement  is in effect,  the terms of this letter
shall be disclosed to any mortgagee.

          If the foregoing correctly reflects our understanding, please sign and
return four (4) copies of this Letter Agreement to the undersigned.

                                                   Very truly yours,

                                                   125 BROAD UNIT C LLC


                                                   By:/s/Steven C. Witkoff
                                                        Name:  Steven C. Witkoff
                                                        Title: Managing Member
ACCEPTED AND AGREED:

INDIVIDUAL INVESTOR GROUP, INC.

By: /s/ Henry G. Clark
      Name: Henry G. Clark
      Title: Vice President Finance












                                                          EXECUTION COPY






                                      LEASE


                              125 BROAD UNIT C LLC
                                   a New York
                      limited liability company (LANDLORD)


                                       AND


                        INDIVIDUAL INVESTOR GROUP, INC.,

                         a Delaware corporation (TENANT)











                                COMMERCIAL UNIT C
                            THE 125 BROAD CONDOMINIUM
                                125 BROAD STREET
                               NEW YORK, NEW YORK












                                Table of Contents


Article                                                                Page

1.    DEFINITIONS AND BASIC PROVISIONS.                                  3
      --------------------------------
2.    LANDLORD'S AUTHORITY; PREMISES; TERM .                            11
      -------------------------------------
3.    RENTABLE AREA.                                                    11
      -------------
4.    BASE RENT                                                         12
      ---------
5.    ADDITIONAL RENT -ESCALATIONS.                                     12
      ----------------------------
6.    LATE CHARGE.                                                      23
      -----------
7     LANDLORD'S WORK.                                                  24
      ---------------
8     LANDLORD'S OBLIGATIONS -UTILITIES AND SERVICES.                   30
      ----------------------------------------------
9.    USE.                                                              38
      ---
10.   COMPLIANCE WITH LAWS.                                             39
      --------------------
11.   REPAIRS                                                           40
      -------
12.   ALTERATIONS BY TENANT.                                            43
      ---------------------
13.   INSPECTIONS                                                       46
      -----------
14.   SIGNS                                                             46
      -----
15.   BUILDING DIRECTORY                                                47
      ------------------
16.   INSURANCE; WAIVER OF SUBROGATION                                  47
      --------------------------------
17.   TENANT'S EQUIPMENT.                                               49
      ------------------
18.   NON-LIABILITY AND INDEMNIFICATION.                                50
      ---------------------------------
19.   ASSIGNMENT AND SUBLETTING.                                        53
      -------------------------
20.   SUBORDINATION AND ATTORNMENT                                      58
      ----------------------------
21.   ACCESS; CHANGE IN FACILITIES                                      60
      ----------------------------
22.   RULES AND REGULATIONS                                             61
      ---------------------
23.   DAMAGE OR DESTRUCTION                                             62
      ---------------------
24.   EMINENT DOMAIN                                                    64
      --------------
25.   CONDITIONS OF LIMITATION                                          66
      ------------------------
26.   REMEDIES                                                          68
      --------
27.   SURRENDER OF PREMISES                                             71
      ---------------------
28.   BROKERAGE                                                         72
      ---------
29.   TENANT ESTOPPEL CERTIFICATES                                      72
      ----------------------------
30.   LANDLORD ESTOPPEL CERTIFICATES                                    72
      ------------------------------
31.   NOTICES                                                           73
      -------
32.   JOINT AND SEVERAL LIABILITY                                       73
      ---------------------------
33.   PERSONAL LIABILITY                                                73
      ------------------
34.   ENVIRONMENTAL MATTERS                                             74
      ---------------------
35.   ARBITRATION                                                       76
      -----------
36.   SECURITY AREA                                                     77
      -------------
37.   NO RECORDING                                                      77
      ------------
38.   INTENTIONALLY DELETED                                             78
      ---------------------
39.   SECURITY DEPOSIT                                                  78
      ----------------
40.   MISCELLANEOUS                                                     79
      -------------
41.   THE LOWER MANHATTAN PLAN                                          84
      ------------------------
42.   ROOF RIGHTS                                                       86
      -----------


                                      

                                    EXHIBITS

Exhibit A     Legal Description of the Land
Exhibit B     Location Map of Premises
Exhibit C     Building Standards
Exhibit D     Building Rules and Regulations
Exhibit E     Cleaning Specifications for the Premises
Exhibit F     Overtime HVAC Procedure
Exhibit G    Landlord's Work
Exhibit H    List of Approved Contractors
Exhibit I      Lower Manhattan Plan Application
Exhibit J     Form of Tenant Estoppel Certificate
Exhibit K     HVAC Specifications






                                      LEASE



     THIS  LEASE  ("LEASE")  entered  into as of the 30 day of  November,  1998,
between  125 BROAD UNIT C LLC, a New York  limited  liability  company,  with an
office c/o The Witkoff Group LLC, 220 E. 42nd Street,  New York,  New York 10017
("Landlord") and INDIVIDUAL INVESTOR GROUP, INC. a Delaware corporation, with an
office from the Lease  Commencement  Date though but not including the Occupancy
Date at 1633  Broadway,  New York,  New York 10019 and from the  Occupancy  Date
forward at 125 Broad Street, New York, New York 10004 ("Tenant").

                                 FUNDAMENTAL LEASE PROVISIONS

             Landlord  shall lease the Premises to Tenant,  and Tenant shall let
the  Premises  from  Landlord,  pursuant  to  the  following  Fundamental  Lease
Provisions:

Premises:                             The entire rentable area of the 14th
                                      floor of the Building as shown on the
                                      floor plan attached hereto as Exhibit B.

Rentable Area of Premises:            35,000 rentable square feet.

Lease Commencement Date:              The  date of  execution  and  delivery  
                                      of this Lease from Landlord to Tenant.

Term:                                 The  period  of  years  (or  any   portion
                                      thereof)    commencing    on   the   Lease
                                      Commencement   Date  and  ending,   unless
                                      otherwise  terminated in  accordance  with
                                      the terms hereof, on the Expiration Date.

Base Rent Commencement Date:          The Lease Commencement Date.

Base                                  Rent  From the Base Rent
                                      Commencement  Date through
                                      and including the Expiration
                                      Date,  $997,500  per  annum,
                                      payable in twelve (12) equal
                                      monthly installments
                                      of $83,125.


Tenant's Proportionate Share:         20.399%

Tenant Improvement Allowance:         $175,000    (plus    $10,000   if   Tenant
                                      installs an ADA compliant bathroom on the
                                      14th floor of the Building).

Security Deposit:                     Letter  of   credit   in  the   amount  of
                                      $332,500,  as such  amount  may be reduced
                                      in accordance with Article 39 hereof.

Permitted Use:                        General  office  use  and  uses  ancillary
                                      thereto   consistent   with  the  Class  A
                                      nature   of  the   Building   such   as  a
                                      kitchenette and a computer room.

Tenant's Notice Address/Contact:      Prior to the Occupancy Date:

                                      Individual Investor Group, Inc.
                                      1633 Broadway
                                      New York, New York 10019
                                      Attn: Chief Executive Officer
                                      Telephone:  (212) 843-2777
                                      Telecopy:   (212) 843-2791

                                      with a copy to

                                      Battle Fowler LLP
                                      75 East 55th Street
                                      New York, New York
                                      Attn: Bradley A. Kaufman, Esq.
                                      Telephone: (212) 856-6874
                                      Telecopy: (212) 856-7811

                                      From the Occupancy Date forward:

                                      Individual Investor Group, Inc.
                                      125 Broad Street, 14th Fl.
                                      New York, New York
                                      Attn: Chief Executive Officer
                                      Telephone:*
                                      Telecopy:*

                                     *To be  delivered  by  Tenant  to  Landlord
                                     within  ten (10)  days of  receipt  of such
                                     numbers by Tenant.

                                      with a copy to

                                      Battle Fowler LLP
                                      75 East 55th Street
                                      New York, New York
                                      Attn: Bradley A. Kaufman, Esq.
                                      Telephone: (212) 856-6874
                                      Telecopy: (212) 856-7811


Landlord's Notice Address/Contact:    125 Broad Unit C LLC
                                      c/o The Witkoff Group LLC
                                      220 E. 42nd Street
                                      New York, New York 10017
                                      Attention: Steven C. Witkoff
                                      Telephone: (212) 672-4770
                                      Telecopy:  (212) 672-4726

                                      with a copy to:

                                      125 Broad Unit C LLC
                                      The Witkoff Group LLC
                                      220 E. 42nd Street
                                      New York, New York 10017
                                      Attention: James F. Stomber, Jr., Esq.
                                      Telephone: (212) 672-4770
                                      Telecopy:  (212) 672-3434

Board of Manager's Notice
Address/Contact:                      Board of Managers of The Condominium
                                      c/o Sullivan & Cromwell
                                      125 Broad Street
                                      New York, New York 10004
                                      Attention: Irvine D. Flinn
                                      Telephone: (212) 558-3921
                                      Telecopy: (212) 558-3006





          1. DEFINITIONS AND BASIC PROVISIONS.

          1.1 Fundamental Lease Provisions. The Fundamental Lease Provisions set
forth above (the "Fundamental  Lease  Provisions")  shall be read in conjunction
with all other  provisions of this Lease applicable  thereto.  Each reference in
this Lease to any of the  Fundamental  Lease  Provisions  shall be  construed to
incorporate all of the terms provided for under such provisions. If there is any
conflict  between  any  of  the  Fundamental  Lease  Provisions  and  any  other
provisions  of  this  Lease,  the  latter  shall  control.  The  listing  in the
Fundamental  Lease Provisions of monetary amounts payable by Tenant shall not be
construed to be an  exhaustive  list of all monetary  amounts  payable by Tenant
under this Lease.

          1.2  Definitions.  In  addition  to other terms  defined  herein,  the
following  terms shall have the  meanings  set forth  herein  unless the context
otherwise requires:

          "AAA"  shall  mean  the  American  Arbitration   Association  and  its
successors.

          "Abatement Application" shall mean Abatement Application as defined in
Section 41(H).

          "Actual LMP  Benefits"  shall mean  Actual LMP  Benefits as defined in
Section 41(E).

          "ADA"  shall  mean  the  Americans  with  Disabilities  Act of 1990 as
defined in Section 7.6.

          "Additional  Rent"  shall  mean  Tenant's  Tax  Payment  and  Tenant's
Operating  Payment  and any and all  other  sums  other  than  Base Rent due and
payable by Tenant to Landlord under this Lease,  including,  but not limited to,
Tenant's Tax Payment and Tenant's Operating Payment.

          "After-Hours  HVAC" shall mean  After-Hours HVAC as defined in Section
8.5.

          "Alterations" shall mean Alterations as defined in Section 12.1.

          "Applicable  Laws"  shall mean  Applicable  Laws as defined in Section
34.2(a).


          "Approved  Contractors" shall mean those contractors listed on Exhibit
H attached  hereto and made a part  hereof.  In  addition  to those  contractors
listed  on  Exhibit  H,  Landlord  and any  Landlord  affiliate  shall be deemed
Approved Contractors.  Landlord reserves the right to amend the list of Approved
Contractors to add new  contractors or remove  existing  contractors at any time
upon five (5) days prior written Notice to Tenant.  Tenant reserves the right to
request that additional  approved  contractors be added to Exhibit H, subject to
the prior  written  approval of  Landlord,  not to be  unreasonably  withheld or
delayed.

          "Bankruptcy  Code" shall mean the Bankruptcy Code of 1978, as same may
be amended.

          "Base Rent"  shall mean the Base Rent as set forth in the  Fundamental
Lease provisions.

          "Base Rent  Commencement  Date" shall mean the Base Rent  Commencement
Date as defined in the Fundamental Lease Provisions.

          "Board of Managers" is defined in the Condominium Documents.

          "Broker" shall mean Broker as defined in Section 28.1.

          "Building"  shall mean the building located on the Land and having the
street address 125 Broad Street, New York, New York.

          "Building Rules and Regulations"  shall mean the rules and regulations
for the  Building  as set  forth in  Exhibit  D  attached  hereto  and any other
building  rules and  regulations  adopted  from time to time by  Landlord or the
Board of Managers.

          "Building Standards" shall mean the Building Standards for alterations
to the Building as set forth in Exhibit C attached hereto and any other building
standards adopted from time-to-time by Landlord or the Board of Managers.

          "Business Hours" shall mean Business Hours as defined in Section 8.3.

          "By-Laws" shall mean the By-Laws of the  Condominium,  as the same may
be amended,  restated,  supplemented or otherwise  modified from time to time in
accordance with the Declaration and the terms and provisions of this Lease.

          "Calendar Year" shall mean Calendar Year as defined in Section 5.1(F).

          "Common  Elements"  shall  mean  those  areas  and  facilities  in the
Building  designated in the  Declaration  as Common  Elements or Limited  Common
elements, as such Common elements or Limited Common Elements may be changed from
time to time.

          "Condominium"  shall mean the leasehold  condominium known as "The 125
Broad Condominium" established by the Declaration.

          "Condominium  Documents" shall mean the Declaration,  the By-Laws, the
Building Rules and Regulations and the Building  Standards,  as each of the same
may be amended, restated, supplemented or otherwise modified from time-to-time.

          "Declaration" shall mean The Declaration of Condominium dated December
23, 1994,  recorded in the Office of the Register of The City of New York in New
York County (the "Register's  Office") on January 10, 1995, in Reel 2171 at Page
1959,  as amended by that certain  First  Amendment to  Declaration  dated as of
March 28, 1995, recorded in the Register's Office on April 6, 1995, in Reel 2197
at Page 1306,  by that  certain  Second  Amendment  to  Declaration  dated as of
December 30, 1996,  recorded in the  Register's  Office on February 6, 1997,  in
Reel 2025 at Page 2419 and by that certain Third Amendment to Declaration  dated
as of June 1,  1997,  recorded  in Reel  2531,  Page 0375 and as the same may be
further amended, restated, supplemented or otherwise modified from time to time.

          "Department" shall mean Department as defined in Section 41(C).

          "Electrical  Rates" shall mean Electrical  Rates as defined in Section
8.6(d).

          "Event of  Default"  shall  mean an Event of  Default  as  defined  in
Section 25.1.

          "Expiration  Date" shall mean 11:59 p.m.,  New York,  New York time on
March 31, ---------------- 2004.


          "Force Majeure" shall mean Force Majeure as defined in Section 40.7.

          "Further  Benefits" shall mean Further  Benefits as defined in Section
41(I).

          "Further  Cooperation"  shall mean Further  Cooperation  as defined in
Section 41(I).

          "General  Contractor" shall mean the Approved  Contractor  selected by
Tenant.

          "Governmental  Authorities" shall mean the United States, the State of
New York, the City of New York and all political  subdivisions  thereof, and any
agency, department, commission, board, bureau or instrumentality of any of them,
now or hereafter having or claiming jurisdiction over the Premises.

          "Ground  Lease" shall mean that certain lease dated December 31, 1968,
between  John P. McGrath and Sol G. Atlas,  as landlord,  and Two New York Plaza
Company,  as tenant,  a memorandum of which was recorded on May 21, 1969, in the
Register's  Office,  in Reel 140,  Page 730,  which lease  affects  certain real
property  located in the City,  County and State of New York,  commonly known as
125 Broad  Street,  New York,  New York,  which  lease has been  amended  by the
following  agreements:  (a) Memorandum of Agreement modifying Lease, dated as of
December 1, 1969,  and recorded on March 19, 1970, in the  Register's  Office in
Reel 168,  Page 1219;  (b)  Memorandum of  Modification  of Lease with option to
purchase,  dated  as of June  28,1974,  and  recorded  on July 2,  1974,  in the
Register's  Office in Reel 318,  Page 401; (c)  Assignment  of Lease to American
Express Company,  dated June 28, 1974, and recorded in the Register's  office in
Reel 318,  Page 410; (d)  Assignment  of Lease to American  Express  Company and
American  Express  International  Banking  Company,  dated March 26,  1976,  and
recorded on April 19, 1976, in the  Register's  Office in Reel 367, Page 80; (e)
Assignment of Partial Interest in Lease to Ardmore Properties, Inc., recorded in
the Register's Office in Reel 585, Page 1881; (f) Assignment of Lease by Ardmore
Properties,  Inc. to American  Express Company dated June 24, 1982, and recorded
in the Register's Office on June 29, 1982, in Reel 628, Page 1067; (g) Amendment
of Lease by and between  Sandra Atlas Bass,  John P. McGrath and Arthur Roth, as
Executors under the Last Will and Testament of Sol G. Atlas,  deceased, and John
P. McGrath,  individually, as lessors, and American Express Company and American
Express International Banking Corporation,  as lessees,  dated July 1, 1979, and
recorded in the Register's  Office on April 1, 1983, in Reel 679, Page 1277; (h)
Assignment  of  Lease  by  American   Express   Company  and  American   Express
International  Banking  Corporation,  as assignors,  to Olympia & York 125 Broad
Street  Company,  as  assignee,  dated  February  1, 1983,  and  recorded in the
Register's  Office  on  February  3,  1983,  in  Reel  695,  Page  1305  and (i)
Modification  Agreement for Ground Lease,  dated as of December 28, 1994,  among
Sandra  Atlas  Bass and Robert  Zabelle,  as  Executors,  and Lucy  McGrath,  as
Executrix, as Lessors, and Sullivan & Cromwell, Johnson & Higgins, and Landlord,
as Lessee.

          "Hazardous  Materials"  shall mean  Hazardous  Materials as defined in
Section 34.5.

          "Holdback" shall mean Holdback as defined in Section 7.5.

          "Holidays" shall mean Holidays as defined in Section 8.3.

          "HVAC" shall mean HVAC as defined in Section 8.1(vi).

          "Insurance  Requirements" shall mean Insurance Requirements as defined
in Section 10.1.

          "Land"  shall mean the parcel of land more  particularly  described in
Exhibit A annexed hereto.

          "Landlord"  shall  mean  125  Broad  Unit C LLC,  a New  York  limited
liability company, its successors or assigns.

          "Landlord Delay" shall mean any delay that Tenant may encounter in the
prosecution of Tenant's Restoration Work caused by any act, neglect, misconduct,
failure or omission of Landlord, its agents, employees or contractors.

          "Landlord  Parties" shall mean Landlord  Parties as defined in Section
18.1

          "Landlord's Approval Criteria" shall mean Landlord's Approval Criteria
as defined in Section 7.2(c).

          "Landlord's  Restoration Work" shall mean Landlord's  Restoration Work
as defined in Section 23.2.

          "Landlord's  Share" shall mean Landlord's  share of the common charges
for the maintenance,  repair, replacement,  management, operation and use of the
Common  Elements  as  determined  in  accordance  with  the  provisions  of  the
Declaration.

          "Landlord's  Statement" shall mean Landlord's  Statement as defined in
Section 5.3(b).

          "Landlord's  Work"  shall mean  Landlord's  Work as defined in Section
7.1(a).

          "Lease  Commencement  Date" shall mean the date of  execution  of this
Lease by Landlord and Tenant.


          "Lease Year" or "Lease Years" shall mean each twelve (12) month period
beginning on the first day of the calendar month immediately following the month
in which the Base Rent  Commencement  Date  occurs  and each  twelve  (12) month
period thereafter  beginning on the anniversary of the first day of the calendar
month  immediately  following the month in which the Base Rent Commencement Date
occurs  provided,  however,  the first "Lease Year" shall  include the number of
days from the Base Rent  Commencement  Date through the last day of the calendar
month in which the Base Rent Commencement Date occurs.

          "Legal  Requirements"  shall  mean  Legal  Requirements  as defined in
Section 10.1.

          "Lower Manhattan Plan" shall mean Lower Manhattan Plan as defined
in Section 41(A).

          "LMP Abatement  Benefits" shall mean LMP Abatement Benefits as defined
in Section 41(C).

          "Messenger  Center"  shall  mean the  Messenger  Center as  defined in
Section 8.8.

          "Notice" shall mean a Notice as defined in Section 31.1(b).

          "Occupancy Date" shall mean the date that Tenant occupies the Premises
for the operation of its business.  Tenant agrees to give Landlord Notice within
five (5) days after the Occupancy Date that the Occupancy Date has occurred.

          "Operating  Expenses"  shall  mean  Operating  Expenses  as defined in
Section 5.1(E).

          "Partnership  Tenant"  shall  mean  Partnership  Tenant as  defined in
Section 40.5.

          "Permitted Use" shall mean Permitted Use as defined in the Fundamental
Lease Provisions.

          "Premises" shall mean the Premises as defined in the Fundamental Lease
Provisions.

          "Prime Rate" shall mean the Prime Rate as defined in Section 6.1.

          "Related  Corporation"  shall mean any  natural  person,  corporation,
partnership,  joint venture, association or other business or legal entity which
directly or indirectly  controls,  is controlled  by, or is under common control
with Tenant, but only for such period as such Related  Corporation  occupies the
portion of the Premises (or the entire  Premises,  in the case of an assignment)
for any  Permitted  Use and such Related  Corporation  continues to qualify as a
Related  Corporation  under  the  terms  of this  Lease.  For  purposes  hereof,
"control"  shall be deemed to mean the  ability to direct the day to day affairs
of such entity.

          "Rentable  Area of the  Premises"  shall mean 35,000  rentable  square
feet.

          "Rent" shall include Base Rent and all Additional  Rent and other sums
required to be paid by Tenant to Landlord under this Lease.


          "Rent  Inclusion  Date" shall mean Rent  Inclusion  Date as defined in
Section 8.6(b).

          "Request  for  Consent"  shall mean  Request for Consent as defined in
Section 19.3.

          "Roof Rent" shall mean Roof Rent as defined in Section 42.

          "Security Area" shall mean Security Area as defined in Section 36.1.

          "Security   Deposit"  shall  mean  Security  Deposit  defined  in  the
Fundamental
Lease Provisions.

          "Successor Landlord" shall mean a Successor Landlord as defined in
Section 20.2.

          "Superior  Landlord"  shall  mean a  Superior  Landlord  as defined in
Section 20.1.

          "Superior  Lease"  shall mean a  Superior  Lease as defined in Section
20.1.

          "Superior  Mortgage"  shall  mean a  Superior  Mortgage  as defined in
Section 20.1.

          "Superior  Mortgagee"  shall mean a Superior  Mortgagee  as defined in
Section 20.1.

          "Taxes" shall mean Taxes as defined in Section 5.1(G).

          "Tenant"  shall  mean  Individual  Investor  Group,  Inc.,  a Delaware
corporation,  and to the extent  permitted  under this Lease,  its successors or
assigns.

          "Tenant's  Corridor  Signs"  shall  mean  Tenant's  Corridor  Signs as
defined in Section 14.1.

          "Tenant Delay" shall mean any delay that Landlord may encounter in the
prosecution  of  Landlord's   Restoration  Work  caused  by  any  act,  neglect,
misconduct, failure or omission of Tenant, its agents, employees or contractors.


          "Tenant's Electric Consumption" shall mean Tenant's Electric
Consumption as defined in Section 8.6(b).

          "Tenant Improvement Allowance" shall mean Tenant Improvement Allowance
as defined in the Fundamental Lease Provisions.

          "Tenant's  Furnishings" shall mean Tenant's  Furnishings as defined in
Section 7.4(b).

          "Tenant's  Modifications" shall mean Tenant's Modifications as defined
in Section 7.2(c).

          "Tenant's  Operating Payment" shall mean Tenant's Operating Payment as
defined in Section 5.3(a).

          "Tenant's  Plans" shall mean the Tenant's  Plans as defined in Section
7.2(c).

          "Tenant's  Proportionate Share" shall mean the Tenant's  Proportionate
Share as defined in the Fundamental Lease Provisions.

          "Tenant's  Tax Payment"  shall mean Tenant's Tax Payment as defined in
Section 5.2(a).

          "Tenant's  Restoration  Work" shall mean Tenant's  Restoration Work as
defined in Section 23.3.

          "Tenant's Work" shall mean Tenant's Work as defined in Section 7.2(a).

          "Term"  shall  mean  the  Term as  defined  in the  Fundamental  Lease
Provisions.

          "Termination  Date"  shall  mean the  Termination  Date as  defined in
Section 19.4.

          "Unit" shall mean that certain  leasehold  condominium unit designated
as Commercial  Unit C in the Declaration  presently  consisting of the C-3 level
and Floors 12 through 16 in the Building.

          "Unit Common  Area" or "Unit  Common  Areas" shall mean those areas of
the Unit,  whether  interior  or  exterior,  open to the  public,  or all of the
tenants of the Unit and not leased to a particular tenant.

     "Year-End  Statement"  shall mean Year-End  Statement as defined in Section
5.3(c).

          2. LANDLORD'S AUTHORITY; PREMISES; TERM;2. .

          2.1 Landlord is the owner of the condominium  unit known as Commercial
Unit C located  within the  Building in which the  Premises  sits,  and Landlord
represents  and  warrants  that it has full  right  and  authority  to lease the
Premises  to Tenant  and to  otherwise  enter  into this  Lease on the terms and
conditions set forth herein.

          2.2 Landlord  leases to Tenant,  and Tenant leases from Landlord,  the
Premises,  together with all improvements and appurtenances  attached thereto or
installed therein.

          2.3 The term of this Lease shall  commence  on the Lease  Commencement
Date and end, unless otherwise  terminated  pursuant to the terms hereof, on the
Expiration Date, both dates inclusive.

          3. RENTABLE AREA.

          3.1 For the  purposes  of this  Lease the  Premises  shall  consist of
35,000  rentable square feet. The parties have had an opportunity to measure the
Premises  and all rentable  square  footages set forth in this Lease are binding
and  conclusive,   notwithstanding  any  subsequent  measurement  or  change  in
measurement methodology.


          4. BASE RENT

          4.1 During the period beginning on the Base Rent  Commencement Date to
and including the  Expiration  Date,  the Base Rent for the Premises shall be at
the rate set  forth in the  Fundamental  Lease  Provisions  for the  appropriate
period described therein.  All payments of Base Rent shall be payable by Tenant,
in United  States  dollars,  in equal monthly  installments  as set forth in the
Fundamental  Lease  Provisions,  on or before  the first day of each  month,  in
advance, payable to Landlord or Landlord's agent at the address to which Notices
to Landlord are to be sent  hereunder,  or such other place as Landlord may from
time to time  designate  by a Notice,  without  any prior  demand  therefor  and
without any deductions or set-off whatsoever, except as specifically provided in
this Lease. If the Base Rent  Commencement Date or the Expiration Date occurs on
a day other than the first or last day, respectively,  of a calendar month, then
the Base Rent for the month in question  shall be  pro-rated on a per diem basis
based on the number of days in the month in question.

          4.2 Tenant  shall  commence  the payment of Base Rent on the Base Rent
Commencement Date.

          5. ADDITIONAL RENT - ESCALATIONS. -----------------------------

          5.1 For the purposes of this Lease, the following terms shall have the
following meanings:

          (A) "Base Operating  Expenses"  shall mean Operating  Expenses for the
1999 calendar year.


          (B)  "Base  Tax  Factor"  shall  mean  Taxes  for the  average  of the
1998/1999 and 1999/2000 Tax Years.


          (C) "Tax Year" shall mean the twelve (12) month period commencing July
1 of each year,  or such other  period of twelve  (12) months as the fiscal year
for real estate tax purposes in the City of New York.


          (D)  "Escalation  Year"  shall mean each  calendar  year  which  shall
include any part of the Term from and after January 1, 2000.

          (E)  "Operating   Expenses"   shall  mean  all  expenses,   costs  and
disbursements  which  Landlord  shall pay because of or in  connection  with the
ownership, management, operation, repair and maintenance of the Unit and, to the
extent such costs,  expenses and disbursements are allocable to Landlord, of the
Building and the Common Elements, including, without limitation:

          (i) Wages,  salaries,  disability benefits,  pensions,  contributions,
hospitalization,  retirement  plans, all fringe benefits and group insurance and
other indirect expenses respecting employees of Landlord,  the Board of Managers
or their respective contractors and agents engaged in the operation, maintenance
and  repair of the Unit or the  Common  Elements  (to the  extent  allocable  to
Landlord)  up to and  including  the grade of  building  manager;  uniforms  and
working clothes for such parties and the cleaning thereof; expenses imposed upon
Landlord or the Board of Managers  pursuant to any  requirements of Governmental
Authorities  or  any  collective  bargaining  agreement  with  respect  to  such
employees;   worker's   compensation   insurance,   payroll,   social  security,
unemployment and other similar taxes with respect to such employees;

          (ii) All supplies and  materials  used in the  operation,  management,
maintenance  and  repair  of the  Unit or the  Common  Elements  (to the  extent
allocable to Landlord) and provided that Landlord is not  separately  reimbursed
by other tenants in the Unit for the same (other than  reimbursement in the form
of payment for Operating Expenses);

          (iii) Fuel expenses for heating,  ventilating and air conditioning and
any other utility expenses  relating to the Building (to the extent allocable to
Landlord) and the untenantable portions of the Unit;

          (iv) Water and sewer rents or charges, however termed;

          (v) Cost of operation, maintenance, service, repair and replacement of
the Unit and  Building  (to the extent  allocable  to  Landlord)  systems  which
provide heating, ventilating and air conditioning to the Unit and the Building.

          (vi)  Cost  of  repairs,   maintenance  and  replacement  of  heating,
ventilating and air conditioning equipment installed by Landlord or the Board of
Managers  and  located  inside  the  on-floor   heating,   ventilating  and  air
conditioning  machinery  rooms  excluding  therefrom any  supplemental  heating,
ventilating and air  conditioning  equipment  installed by Tenant  servicing the
Premises;

          (vii) Cost of all  maintenance  and service for the Unit Common  Areas
and Common  Elements (to the extent  allocable to  Landlord)  and the  equipment
therein, including but not limited to, security, metal, all Unit Common Area and
Common Element (to the extent allocable to Landlord)  elevators and elevator cab
maintenance  (whether or not such  elevator  services the  Premises),  lobby and
interior and exterior plaza maintenance,  lobby decoration and display,  removal
of snow, ice and debris, cleaning services, trash removal, Unit Common Areas and
Common Elements (to the extent allocable to Landlord) landscape  maintenance and
interior and exterior window repairs, replacements and cleaning;

          (viii) Fire,  extended coverage,  special extended  coverage,  owner's
protective,  and other  casualty  coverage,  boiler  and  machinery,  sprinkler,
apparatus,  public liability and umbrella liability and property damage, rent or
rental value and plate glass insurance and any other insurance which Landlord or
the Board of Managers may deem  necessary or which is required by any  mortgagee
of the Unit and/or the Building;

          (ix)  Maintenance of the exterior of the Unit and the Building (to the
extent allocable to Landlord),  including  interior and exterior window repairs,
replacements  and  cleaning,  and  improvements  which are  appropriate  for the
continued  operation  of the  Unit  and the  Building  in a Class A  manner  but
excluding  repairs and general  maintenance paid by the proceeds of insurance or
by Tenant or other third parties;

          (x)  Rental  (or  depreciation)  of  equipment  used in  cleaning  and
maintenance;

          (xi)  Painting and  customary  and seasonal  decoration  of non-tenant
areas;

          (xii) A  management  fee  payable  to the  manager of the Unit (not to
exceed three percent (3%) of all revenue  received from the Unit) and management
fees for the Building (to the extent allocable to Landlord);

          (xiii) Cost of maintenance,  operation and inspection of any sprinkler
system and alarm system;

          (xiv) Cost of  extermination  service  administered  in the Unit,  the
Building and general office areas of tenants (but not any kitchen,  cafeteria or
special
food preparation areas) for rodent and pest control;

          (xv) The cost of any additional  services not provided to the Unit and
the Building at the commencement of the Term but thereafter provided by Landlord
or the Board of Managers in order to comply with Legal Requirements;

          (xvi)  Electricity  for the operation of elevators,  Unit and Building
systems (not otherwise provided directly to or otherwise  chargeable to tenants,
but  including  certain  convenience  outlets  on each floor of the Unit and the
Building and any voltage loss  resulting  from the supply of  electricity to the
Unit and the  Building)  and for  lighting of Unit  Common  Areas and the Common
Elements (to the extent allocable to Landlord);

          (xvii)  Sales,  excise  and other  taxes  imposed  upon the  services,
materials or expenses enumerated herein;


          (xviii) Rental charges,  including base rent and additional  rent, for
the office of the Unit manager,  Building  manager and Board of Managers (to the
extent  allocable to Landlord) and their  respective  staffs  located within the
Building and all the cost of all utilities consumed therein; and

          (xiii) Such other expenses,  costs and disbursements  paid or incurred
by Landlord and the Board of Managers  (to the extent  allocable to Landlord) in
the  operation,  maintenance  and  management  of the Unit and the Building in a
Class A manner.

          In  addition  to  the  foregoing  costs,  charges  and  expenses,  the
following shall also be deemed to be included as an Operating Expense:

          (i) Cost of operation, maintenance, service, repair and replacement of
the Unit  and  Building  systems  which  provide  heating,  ventilating  and air
conditioning to the Premises during Business Hours; and

          (ii)  Cost  of  repairs,   maintenance  and  replacement  of  heating,
ventilating and air conditioning equipment installed by Landlord or the Board of
Managers  for the purpose of  providing  HVAC to the  Premises  during  Business
Hours.


          "Operating Expenses" shall be deemed not to include the following:

          (i) After-Hours HVAC, the cost of which shall be Additional Rent;

          (ii)  Electricity  provided to the Premises by  Landlord,  the cost of
which shall be billed directly to Tenant under Section 8.6 as Additional Rent;

          (iii) Real  estate  brokerage  and  leasing  commissions  incurred  by
Landlord in connection with the leasing of the Unit;

          (iv) Wages,  salaries or other  compensation  or benefits  paid to any
persons above the grade of building manager;

          (v)  Expenditures  for  capital  improvements  except  that  Operating
Expenses  shall  include the cost during the Term, as amortized by Landlord over
the useful  life of the capital  improvement,  of (x)  expenditures  for capital
improvements for equipment used in cleaning,  maintenance and providing Unit and
Common Element (to the extent allocable to Landlord)  services and for equipment
which in Landlord's (or the Board of Manager's)  reasonable  opinion reduces any
component cost included in Operating Expenses,  and (y) expenditures for capital
improvements required by Governmental Authorities;

          (vi) Costs of repairs or  replacements  incurred  by reason of fire or
other casualty or by the exercise of the right of eminent domain,  to the extent
to which  Landlord is  compensated  therefor  through  proceeds of  insurance or
condemnation awards or otherwise;

          (vii)  Advertising and promotional  expenditures  incurred by Landlord
for the Unit;

          (viii) Legal fees incurred in negotiations or disputes with tenants of
the Unit or prospective  tenants for the Unit and other legal and auditing fees,
other  than  legal  and  auditing  fees  incurred  (x) in  connection  with  the
maintenance,  management and operation of the Unit, Land and/or Building (to the
extent  allocable to  Landlord) or (y) in  connection  with the  preparation  of
statements  required  pursuant to this Article 5 or (z) in  connection  with any
assessment reduction challenge, appeal or other contest by Landlord or the Board
of Managers  (to the extent  allocable to Landlord) to reduce Taxes or any other
component of Operating Expenses;

          (ix)  Depreciation  and  amortization  of the Unit  and the  Building,
except  that  Operating   Expenses  shall  include   annual   depreciation   and
amortization  of  capital  improvements  (x) for  equipment  used  in  cleaning,
maintenance  and providing Unit or Building  services and for equipment which in
Landlord's or the Board of Managers'  reasonable  opinion  reduces any component
cost included in Operating  Expenses  (provided that the amount of principal and
interest  included in Operating  Expenses in any Calendar  Year shall not exceed
the reduction in the component  cost of Operating  Expenses  resulting from such
capital  improvements in such Calendar  Year),  and (y) required by Governmental
Authorities;

          (x) Expenses for  preparing,  renovating or  redecorating  space to be
occupied by tenants as part of their  demised  premises or for tenants  renewing
their leases;
         (xi)  Expenses  incurred for services  which are not provided to Tenant
but which are provided to other tenants of the Unit;

         (xi) Taxes;

         (xii) Debt service on any mortgage  encumbering  the Unit,  the Land or
Building;

          (xiii) All costs  incurred  due to  violation by Landlord of the terms
and  conditions of this Lease or the gross  negligence or willful  misconduct of
Landlord during  Landlord's use and operation of the Unit (but not including the
use and operation of space within the Unit of other tenants within the Unit);

          (xiv) The cost of supplies and services  provided by subsidiaries  and
affiliates of Landlord in excess of the costs  generally  charged by independent
suppliers or contractors in similar types of buildings;

          (xv) Compensation or benefits provided to clerks, attendants, or other
persons in commercial concessions operated by Landlord;

          (xvi) Any costs,  fines,  or  penalties  incurred  due to violation by
Landlord of any governmental rule or authority;

          (xvii)  Any charge for  Landlord's  income  tax,  excess  profit  tax,
franchise tax, or like tax on Landlord's  business and tax penalties incurred as
a result of Landlord's  negligence,  inability or unwillingness to make payments
and/or to file any income tax or informational returns when due;

          (xviii) Costs incurred in the removal,  encapsulation,  replacement of
asbestos  or PCB's  (as  defined  by  Applicable  Laws in  effect  on the  Lease
Commencement Date) in the Unit or Premises;

          (xix)  Costs   arising  from   Landlord's   charitable   or  political
contributions  except for costs  related to business  improvement  districts  or
civic associations having similar activities or goals;

          (xx) Cost of complying with Applicable Laws, including the ADA, in the
Unit  (excluding  the costs of complying  with  Applicable  Laws in the Premises
which is covered in Section 7.6 hereof) in effect on the Lease Commencement Date
but not the costs of complying with any amendments or modifications to such laws
effective after the Lease Commencement Date; and

          (xxi) All  categories  of costs or costs of services  not  included in
Base Operating Expenses,  provided,  that, such categories of Operating Expenses
may be  added to the  Operating  Expenses  provided  that the  first  year  such
categories  or services  are  applicable  to the  Building or Unit,  the cost is
included in the Base Operating Amount.

          In computing  Operating  Expenses,  Landlord  shall include only those
expenses,  costs and disbursements  which Landlord and the Board of Managers has
paid or become  obligated to pay because of or in connection with the ownership,
management,  operation,  repair and  maintenance  of the Unit,  the Building and
Land, in a manner consistent with the standards of Class A office buildings, all
of which shall be subject to the foregoing  exclusions  from Operating  Expenses
set forth in this  Section  5.1(E).  There shall be  credited as a deduction  to
Operating  Expenses all amounts  collected from specific tenants of the Unit and
the  Building  (to the extent  allocable  to  Landlord) to the extent the amount
billed to such tenant and  subsequently  collected  were  included in  Operating
Expenses.  Operating  Expenses  shall be net only and for that purpose  shall be
deemed  reduced  by the  amount of all  reimbursements,  recoupments,  payments,
discounts,  credits,  reductions,  allowances or the like  actually  received by
Landlord in connection with Operating Expenses; provided, however, that Landlord
shall include in Operating  Expenses the reasonable costs and expenses,  if any,
incurred by Landlord in obtaining such  reimbursements,  recoupments,  payments,
discounts,  credits,  reductions,  allowances  or the like;  provided,  further,
however,  Landlord  shall have no  obligation to take any action to receive such
reimbursement,  recoupment,  payment, discount, credit, reduction,  allowance or
the like.

          If  during  all or part of any  Lease  Year,  (i) less than 95% of the
leasable space of the Unit)(and/or where appropriate as reasonably determined by
Landlord, the Building) is occupied by tenants or occupants and/or (ii) a tenant
or occupant of any leasable space of the Unit or the Building, in lieu of having
Landlord  or the Board of  Managers  perform  any work or  service,  the cost of
which,  if  performed  by  Landlord  of the Board of  Managers,  would have been
includable in Operating Expense,  itself performs the same or causes the same to
be performed, then the Operating Expenses for such Lease Year shall be increased
to reflect the  Operating  Expenses that would have been payable had the Unit or
the Building been 95% occupied throughout such Lease Year or had Landlord or the
Board of Managers performed such work or services, as the case may be.

          (F) "Calendar Year" shall mean each calendar year, commencing with the
calendar year in which the Lease  Commencement Date occurs,  and each subsequent
calendar  year in which any part of the Term falls,  through and  including  the
calendar year in which the Term expires.


          (G) "Taxes"  shall mean all real estate taxes and/or  payments in lieu
of real estate  taxes,  business  improvement  district  taxes and  assessments,
special or otherwise,  levied or assessed upon the Taxable Property.  Should the
City of New York, the State of New York, or any political  subdivision  thereof,
or any  other  Governmental  Authority  having  jurisdiction  over  the  Taxable
Property (i) impose a tax, assessment,  charge or fee, in substitution  (whether
in whole or in part)  for such real  estate  taxes or  payments  in lieu of real
estate  taxes,  or (ii) impose an income or  franchise  tax or a tax on rents in
substitution  (whether in whole or in part) for such real estate taxes, all such
taxes,  assessments,  charges  or fees  shall  be  deemed  to  constitute  Taxes
hereunder.  Taxes  shall  not  include  any  inheritance,   estate,  succession,
transfer,  gift,  franchise,  net income or capital  stock tax  imposed  against
Landlord.

          (H) "Taxable Property" means the Unit, the Common Elements appurtenant
thereto (but only to the extent of the Landlord's  Share with respect  thereto),
and other  interest  of Landlord  as owner of the Unit in the  Building  and the
Land, and all rights, privileges and interests appurtenant thereto.


          5.2 (a) If Taxes  payable in any Tax Year falling  wholly or partially
within the Term shall be in such amount as shall  constitute  an increase  above
the Base Tax Factor, Tenant shall pay as Additional Rent for such Tax Year a sum
("Tenant's Tax Payment") equal to Tenant's  Proportionate  Share of such excess.
Tenant's  Tax  Payment for each Tax Year shall be due and payable in twelve (12)
equal monthly  installments on the first day of each and every month during each
Tax Year and shall be set forth in the first instance in a Landlord's  Statement
(hereinafter defined) given to Tenant. If a Landlord's Statement is furnished to
Tenant after the  commencement of a Tax Year in respect of which such Landlord's
Statement is rendered, Tenant shall, within thirty (30) days thereafter,  pay to
Landlord  an amount  equal to the amount of any  underpayment  of  Tenant's  Tax
Payment  with  respect  to such Tax Year and,  in the event of any  overpayment,
Landlord shall either pay to Tenant,  or, at Tenant's  election,  credit against
subsequent payments of Base Rent and Additional Rent under this Lease the amount
of Tenant's  overpayment.  If there  shall be any  increase in Taxes for any Tax
Year,  whether  during or after such Tax Year, or if there shall be any decrease
in the  Taxes for any Tax Year  during  such Tax Year,  Landlord  may  furnish a
revised  Landlord's  Statement  for such Tax Year,  and Tenant's Tax Payment for
such Tax Year shall be adjusted  and paid or credited or  refunded,  as the case
may be,  substantially in the same manner as provided in the preceding sentence.
If during the Term,  Taxes are  required to be paid  (either to the  appropriate
taxing  authorities  or as tax escrow  payments to the Superior  Landlord or the
Superior  Mortgagee),  in full or in monthly,  quarterly,  or other installments
(but no more  frequently  than  monthly)  on any  other  date or  dates  than as
presently  required,   then  Tenant's  Tax  Payments  shall  be  correspondingly
accelerated  or  revised so that said  Tenant's  Tax  Payments  are due at least
thirty (30) days prior to the date payments are due to the taxing authorities or
the Superior  Landlord or the  Superior  Mortgagee.  If Landlord  makes an early
payment or  prepayment of Taxes  entitling  Landlord to a discount and if Tenant
shall have paid Tenant's Tax Payment to Landlord with respect to such discounted
Taxes in advance of Landlord's early payment or prepayment, then Tenant shall be
entitled to Tenant's  Proportionate Share of such discount.  In addition, if any
tax exemption or abatement relating to all or part of the Land applies generally
to real property  located in Downtown  Manhattan (as opposed to resulting from a
specific exemption or abatement program related to the specific acts of Landlord
or of any tenant), then Tenant shall be entitled to Tenant's Proportionate Share
of such abatement or exemption.  Otherwise,  the benefit of any discount for any
early payment or prepayment of Taxes,  as well as any tax exemption or abatement
relating to all or any part of the Land,  shall accrue  solely to the benefit of
Landlord and such discount or exemption shall not be subtracted from Taxes.  (b)
If the real  estate tax fiscal  year of The City of New York shall be changed at
any time after the date hereof,  any Taxes for such fiscal year, a part of which
is included within a particular Tax Year and a part of which is not so included,
shall be  apportioned  on the basis of the  number of days in such  fiscal  year
included in the particular Tax Year for the purposes of making the  computations
under this Section.

          (c) If  Landlord  shall  receive  a refund  of Taxes for any Tax Year,
Landlord shall,  at Landlord's  election,  either credit Tenant's  Proportionate
Share of such refund against  subsequent  payments of Additional Rent under this
Lease, or pay Tenant's  Proportionate  Share of the refund to Tenant,  in either
case,  after  deducting  from such  refund  the  reasonable  costs and  expenses
incurred by Landlord in obtaining  such refund.  Nothing  herein shall  obligate
Landlord to file any application or institute any proceeding seeking a reduction
in Taxes or assessed  valuation.  Tenant  agrees to  reasonably  cooperate  with
Landlord in prosecuting any such reduction.

          (d)  Tenant's  Tax  Payment and any credits  with  respect  thereto as
provided in this Section shall be made as provided in this Section regardless of
the fact that Tenant may be exempt, in whole or in part, from the payment of any
taxes by reasons of Tenant's  diplomatic  or other tax exempt  status or for any
other reason whatsoever.

          (e) In the event of a termination of this Lease,  any Additional  Rent
under this  Section  shall be paid or  adjusted  within  thirty  (30) days after
submission of Landlord's Statement.  Except to the extent that overpayments made
by Tenant  under this  Section 5.2 may be credited  against  Base Rent as herein
provided,  in no event  shall  Base Rent ever be reduced  by  operation  of this
Section,  and the rights  and  obligations  of  Landlord  and  Tenant  under the
provisions of this Section with respect to any Additional Rent shall survive the
termination of this Lease.

          (f) Each  Landlord's  Statement  furnished by Landlord with respect to
Tenant's Tax Payment shall be  accompanied by a copy of the real estate tax bill
for the Tax Year referred to therein,  but Landlord  shall have no obligation to
deliver  more than one such copy of the real  estate  tax bill in respect of any
Tax Year.


          5.3 (a) For each Calendar Year during the Term, Tenant shall pay a sum
equal to Tenant's  Proportionate Share of the amount by which Operating Expenses
for such  Calendar  Year exceed Base  Operating  Expenses  ("Tenant's  Operating
Payment").

          (b) Landlord  shall furnish to Tenant,  prior to the  commencement  of
each Calendar  Year, a Landlord's  Statement  ("Landlord's  Statement")  setting
forth Tenant's Tax Payment and Landlord's estimate of Tenant's Operating Payment
for such Calendar  Year,  and the method of  calculation  of Tenant's  Operating
Payment for such Calendar Year. Tenant shall pay to Landlord on the first day of
each month during such Calendar Year an amount equal to one-twelfth  (1/12th) of
Landlord's  estimate of Tenant's  Operating  Payment for such Calendar Year. If,
however, Landlord shall furnish any such estimate for a Calendar Year subsequent
to the commencement thereof, then (x) until the first day of the month following
the month in which such  estimate is  furnished  to Tenant,  Tenant shall pay to
Landlord  on the first  day of each  month an amount  equal to the  monthly  sum
payable by Tenant to Landlord under this Section in respect of the last month of
the preceding  Calendar  Year;  (y) promptly after such estimate is furnished to
Tenant or  together  therewith,  Landlord  shall give  notice to Tenant  stating
whether the installments of Tenant's  Operating Payment previously made for such
Calendar  Year  were  greater  or less  than the  installments  of the  Tenant's
Operating  Payment to be made for such  Calendar  Year in  accordance  with such
estimate,  and (i) if there shall be a  deficiency  Tenant  shall pay the amount
thereof  within thirty (30) days after demand  therefor,  or (ii) if there shall
have been an overpayment,  Landlord shall, at Landlord's option, promptly either
refund to Tenant  the  amount  thereof  or credit  the  amount  thereof  against
subsequent  payments of Additional  Rent under this Lease;  and (z) on the first
day of the month  following  the month in which such  estimate is  furnished  to
Tenant, and monthly  thereafter  throughout the remainder of such Calendar Year,
Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of Tenant's
Operating Payment shown on such estimate.  Landlord may at any time or from time
to time furnish to Tenant a revised Landlord's  Statement of Landlord's estimate
of Tenant's Operating Payment for such Calendar Year; and in such case, Tenant's
Operating Payment for such Calendar Year shall be adjusted and paid or refunded,
as the  case  may be,  substantially  in the  same  manner  as  provided  in the
preceding sentence.


          (c)  Within  one  hundred  twenty  (120)  days  after  the end of each
Calendar  Year  Landlord  shall  furnish to Tenant a  statement  (the  "Year-End
Statement") for such Calendar Year of Tenant's Operating Payment then in effect.
Each such Year-End  Statement for any Calendar Year in which Tenant's  Operating
Payment is due shall be accompanied  by a computation of Operating  Expenses for
the Unit and the  Building  (to the extent  allocable  to  Landlord)  from which
Landlord shall make the  computation  of Operating  Expenses  hereunder.  If the
Landlord's  Statement shall show that the sums paid by Tenant under this Section
exceeded Tenant's  Operating Payment for such Calendar Year,  Landlord shall, at
Landlord's  option,  either  refund to Tenant the amount of such  excess  within
thirty (30) days after the furnishing of the  Landlord's  Statement to Tenant or
credit the amount of such excess against subsequent  payments of Additional Rent
under this Lease;  and if the Landlord's  Statement for such Calendar Year shall
show that the sums so paid by Tenant were less than Tenant's  Operating  Payment
for such Calendar Year,  Tenant shall pay the amount of such  deficiency  within
thirty (30) days after demand therefor.

          (d) In the event of a termination of this Lease,  any Additional  Rent
under this  Section  shall be paid or  adjusted  within  thirty  (30) days after
submission of Landlord's Statement.  In no event shall Base Rent ever be reduced
by  operation  of this  Section and the rights and  obligations  of Landlord and
Tenant under the provisions of this Section with respect to any Additional  Rent
shall survive the termination of this Lease.

          5.4 If the  Commencement  Date or the Expiration Date shall occur on a
date other than  January 1 or December 31,  respectively,  any  Additional  Rent
under this Section for the Escalation  Year in which such  Commencement  Date or
Expiration  Date shall occur shall be apportioned in that  percentage  which the
number of days in the period from the Lease  Commencement Date to December 31 or
from January 1 to the Expiration Date, as the case may be, both inclusive, shall
bear to the total number of days in such Escalation Year.

          5.5 The  computations  of  Additional  Rent  under  this  Article  are
intended to constitute a formula for an agreed rental adjustment, may or may not
include all costs and expenses incurred by Landlord with respect to the Unit and
the Building and accordingly  may or may not constitute an actual  reimbursement
to Landlord for costs and expenses paid by Landlord with respect to the Unit and
the Building.


          5.6  Landlord  shall  keep,  for a period  of two  years (2) after any
Year-End Statement required under this Article 5 is delivered to Tenant,  either
at the  Building  or at  Landlord's  offices in New York,  New York,  records in
reasonable  detail of the  Operating  Expenses  for the  period  covered by such
statement,  and Landlord shall permit Tenant,  at Tenant's  expense,  within the
aforesaid two (2) years, to examine, copy and audit such records during business
hours at  reasonable  times  following  reasonable  Notice at the  office  where
Landlord is keeping such records.  After the expiration of the aforesaid two (2)
years, Landlord shall have no obligation to retain such records.

          5.7 Each  Year-End  Statement  shall be  conclusive  and binding  upon
Tenant unless within one (1) year after its receipt of any such statement Tenant
shall,  by Notice to Landlord,  dispute the  correctness of said  statement.  If
Tenant fails to send the aforesaid  Notice within one (1) year after its receipt
of the Year-End Statement,  Tenant shall be conclusively deemed to have accepted
such Year-End Statement and waived any right to audit such Year-End Statement or
Landlord's  records  pertaining  thereto.  Any such  Notice  shall  set forth in
reasonable  detail the basis of such  dispute.  If Tenant  timely  delivers  the
aforesaid Notice, Tenant shall be entitled to audit Landlord's books and records
pertaining to the matters indicated in the aforesaid Notice which audit shall be
conducted in accordance  with the provisions of Section 5.9 hereof.  Pending the
determination  of any such dispute by agreement or  otherwise,  Tenant shall pay
Tenant's  Tax Payment and  Tenant's  Operating  Payment in  accordance  with the
applicable  Year-End  Statement,  and such payment shall be without prejudice to
Tenant's position. Tenant shall pay to Landlord any unpaid amounts within thirty
(30) days after the resolution of any dispute regarding same.


          5.8  Landlord  shall  have the right at any time  within two (2) years
from the delivery of any Year-End Statement to Tenant to render revised Year-End
Statements to Tenant reflecting any adjustment in Operating  Expenses,  Tenant's
Operating  Payment  and/or  Tenant's Tax Payment.  Within thirty (30) days after
Tenant's  receipt of any  Year-End  Statement,  Tenant  shall pay  Landlord  any
deficiency, or receive a credit from Landlord for any excess against any ensuing
payments  hereunder,  in either  case,  between  the amount due  pursuant to the
revised  Year-End  Statement  and the  Year-End  Statement to which such revised
Year-End  Statement  pertains.  Each such revised  Year-End  Statement  shall be
conclusive  and binding upon Tenant unless within one (1) year after its receipt
of any such revised statements Tenant shall, by Notice to Landlord,  dispute the
correctness  of said revised  statement.  If Tenant fails to send the  aforesaid
Notice within one (1) year after its receipt of the revised Year-End  Statement,
Tenant shall be  conclusively  deemed to have  accepted  such  revised  Year-End
Statement  and waived  any right to audit such  revised  Year-End  Statement  or
Landlord's  records  pertaining  thereto.  Any such  Notice  shall  set forth in
reasonable  detail the basis of such  dispute.  If Tenant  timely  delivers  the
aforesaid Notice, Tenant shall be entitled to audit Landlord's books and records
pertaining to the matters indicated in the aforesaid Notice which audit shall be
conducted in accordance  with the provisions of Section 5.9 hereof.  Pending the
determination  of any such dispute by agreement or  otherwise,  Tenant shall pay
Tenant's  Tax Payment and  Tenant's  Operating  Payment in  accordance  with the
applicable  revised  Year-End  Statement,  and such  payment  shall  be  without
prejudice to Tenant's position.  Tenant shall pay to Landlord any unpaid amounts
within thirty (30) days after the resolution of any dispute regarding same.

          5.9 If Tenant has timely  exercised its option to conduct an audit set
forth in Section  5.7 or 5.8 above,  Tenant  shall have a period of ninety  (90)
days in which to complete such audit.  Such audit shall take place in Landlord's
offices  in New  York  City,  or in  such  other  offices  in New  York  City as
designated  by Landlord,  and must be performed  by a "Big-5"  accounting  firm.
Landlord  agrees to give Tenant in a reasonably  timely  fashion  access to such
documents in Landlord's possession or control which are necessary to conduct the
audit including, without limitation work papers prepared by Landlord's certified
public accountants,  canceled checks,  invoices, and such other documents as may
be reasonably required and necessary to conduct the audit. Tenant shall have the
right  to  receive  the  documentation  described  above  for up to the  two (2)
previous  years of the Term (Tenant  shall not be entitled to any  documentation
for the  years  prior to the Term) in order to have a basis  for  comparison  of
Operating  Expenses,  but such two (2) years shall not be subject to audit.  Any
dispute over Operating  Expenses that is not settled within  Tenant's  aforesaid
ninety (90) day period,  or such longer  period as the parties may mutual  agree
may, at the option of either party,  be submitted to  arbitration  in accordance
with Article 35 of this Lease. In the event that it is ultimately  determined in
accordance with the arbitration  procedures set forth in Article 35 hereof or by
mutual  agreement of the parties  hereto,  that a refund of any Additional  Rent
paid by Tenant in respect of Operating Expenses exceeds five percent (5%) of the
total so paid by Tenant for such year,  Landlord shall refund such overcharge to
Tenant as a credit against future  installments of Base Rent and Additional Rent
in accordance  with Section 5.2 hereof,  and Landlord shall also pay interest on
the  overcharge  at the Prime Rate from the date that the Year-End  Statement or
revised  Year-End  Statement  (whichever  is in dispute) was delivered to Tenant
until the date Landlord has reimbursed Tenant for such overcharge.

          5.10 Each and every payment  required under this Article 5, as well as
any other amounts which are owed by Tenant to Landlord under this Lease, whether
requiring  lump sum  payments  or  constituting  projected  monthly  amounts  in
addition to the Base Rent,  shall for all purposes be treated and  considered as
Additional  Rent. The failure of Tenant to pay such  Additional Rent as and when
due without demand shall have the same effect as failure to pay any  installment
of Base  Rent and shall  afford  Landlord  all  remedies  provided  in the Lease
therefor.

          5.11 Both Tenant's  obligation for payment of Additional  Rent for any
period during the Term of the Lease and  Landlord's  obligation to refund excess
payments  on account of  Additional  Rent for any period  during the Term of the
Lease  shall  survive the  expiration  or any sooner  termination  of the Lease,
subject, however, to the provisions of Section 5.8 hereof.

          5.12 Notwithstanding anything herein to the contrary, neither Tenant's
Tax Payment nor Tenant's  Operating  Payment shall accrue,  nor shall any of the
same be due and owing to Landlord on or before January 1, 2000.

          6. LATE CHARGE.

          6.9 Any  installment of Base Rent or Additional Rent hereunder that is
not paid within five (5) days of the date when due hereunder shall bear interest
from the due date  until  paid at the rate of three  percent  (3%) over the then
"Prime Rate" as  published in The Wall Street  Journal or The New York Times for
ninety (90) day unsecured loans to major corporate  borrowers  (unless such rate
is usurious as applied to Tenant,  in which case the highest  rate  permitted by
law shall apply) (the "Prime Rate"). Notwithstanding the foregoing, Tenant shall
be  entitled  to one (1) five (5) day  Notice  of late  payment  of Base Rent or
Additional  Rent in any  twelve  (12)  month  period  before  Landlord  shall be
entitled to impose the foregoing late fee on Tenant. In the event the Prime Rate
is no longer the  reference  rate for ninety (90) day  unsecured  loans to major
corporate  borrowers,  the replacement or successor  reference rate to the Prime
Rate shall be used in determining  the interest to be paid by Tenant pursuant to
this Section.


          6.10 In the event at any time during the Term of this Lease,  Landlord
expends  any sums on  behalf  of  Tenant,  the  repayment  of which are the sole
responsibility  of  Tenant,  whether  or  not  Tenant  receives  Notice  of  the
expenditure  of such funds by  Landlord,  Landlord  shall be entitled to receive
from Tenant, as Tenant agrees to pay, in addition to such sums, interest thereon
calculated at the Prime Rate from the date Landlord expends such sums until same
are repaid to Landlord.

          7 LANDLORD'S WORK.

          7.1 (a) Landlord  shall have no  obligation to perform any work in, or
make any alterations or improvements  to, the Premises other than to deliver the
space in "as is", vacant and broom clean condition, subject to latent defects in
the  Premises,  except for the work set forth on  Exhibit G hereto  ("Landlord's
Work").  Landlord  agrees  to  perform  all  Landlord's  Work  diligently,  in a
workmanlike manner and in accordance with Applicable Law.

          (b) Landlord  shall  complete  Landlord's  Work in  accordance  with a
schedule for completion to be mutually and reasonably  agreed upon by Tenant and
Landlord.  Landlord  and  Tenant  shall  simultaneously  perform  the work to be
completed by each and Landlord and Tenant agree to cooperate  with each other in
order that each of Landlord  and Tenant may complete the work to be performed by
such party in an expeditious manner. Landlord agrees to provide Tenant with Form
ACP-5 with respect to the Premises  within ten (10)  Business Days of receipt of
all Tenant's Plans necessary to obtain such Form ACP-5 as reasonably  determined
by Landlord.


          7.2 (a) For the purposes of this Lease, the term "Tenant's Work" shall
mean the work,  installations,  improvements and equipment described in Tenant's
Plans. Tenant shall perform, or cause to be performed,  Tenant's Work subject to
the provisions of this Article 7 and  substantially  in accordance with Tenant's
Plans, as modified by Change Orders approved by Landlord pursuant to Article 7.

          (b)  Tenant  shall be  responsible  for all fees,  costs and  expenses
associated with Tenant's Work including but not limited to all costs  associated
with the  architectural and engineering plans required for Tenant's Work. Tenant
shall also be responsible for compliance with all federal,  state and local fire
safety and life safety codes as part of all Tenant's Work.


          (c) Tenant may not connect  into any portion of the  Building  located
outside of the  Premises  or to any  pipes,  shafts or  conduits  outside of the
Premises without the prior written consent of Landlord.

          (d)  Tenant,  at its  expense,  shall  prepare  and submit to Landlord
complete drawings (including sprinkler, HVAC, electrical,  plumbing,  telephone,
reflected  ceiling and partition  plans) for Tenant's Work  ("Tenant's  Plans").
Tenant's Plans shall consist of six (6) copies,  including one (1) sepia. Within
ten (10) days after  receipt by Landlord of Tenant's  Plans,  Landlord (i) shall
give its approval thereto or (ii) if Landlord  reasonably believes that Tenant's
Plans may  adversely  affect the  structure or systems of the Building or do not
comply with all Legal Requirements,  Insurance  Requirements or any provision of
this  Lease  (the  "Landlord's  Approval  Criteria"),   Landlord  shall  request
revisions or modifications ("Tenant's Modifications") to Tenant's Plans in order
that same shall comply with Landlord's  Approval Criteria.  If Landlord fails to
respond to Tenant's  request to consent to Tenant's  Plans within the  foregoing
ten (10) day period,  then Tenant shall be required to submit an additional five
(5) day notice to Landlord  stating to Landlord in bold fourteen point type that
Tenant's Plans will be deemed  approved by Landlord if Landlord fails to respond
to Tenant within five (5) days of Landlord's  receipt of such second notice.  If
Landlord  fails to  respond  to such the  foregoing  five (5) day  notice,  then
Tenant's  Plans will be deemed  approved  for all  purposes  in this Lease as if
Landlord  had  originally  given  its  consent  thereto.  Within  seven (7) days
following Tenant receipt of the Tenant's Modifications,  Tenant shall revise the
Tenant's  Plans and submit  Tenant's  Modifications  to Landlord for  Landlord's
approval.  Within seven (7) days following  receipt by Landlord of such Tenant's
Modifications, Landlord shall give its written approval thereto or shall request
further revisions or modifications therein (but relating only to the extent that
Tenant's  Modifications fail to comply with Landlord's  Approval  Criteria).  If
Landlord  fails to respond to Tenant within the foregoing  seven (7) day period,
then  Tenant  shall be required to give  Landlord  an  additional  seven (7) day
notice  stating in bold faced  fourteen  point  type that if  Landlord  fails to
respond to such  seven (7) day  notice,  then  Tenant's  Modifications  shall be
deemed  approved as if Landlord had  originally  given its consent  thereto.  If
Tenant fails to respond to such seven (7) The preceding  two sentences  shall be
implemented repeatedly until Landlord gives its written approval to the Tenant's
Modifications.  Within  seven (7) days  after  Landlord  has  given its  written
approval of Tenant's Plans, as modified by Tenant's Modifications,  Tenant shall
transmit to Landlord six (6) copies (and one (1) sepia) of final  Tenant's Plans
which  incorporate  Tenant's  Modifications.  Without prejudice to the foregoing
approval  rights of Landlord  over  Tenant's  Plans and Tenant's  Modifications,
Landlord  agrees to execute and deliver to Tenant  within five (5) Business Days
of request  therefor all  building  permit  applications  presented by Tenant to
Landlord  which are  necessary to complete  Tenant's Work and which are properly
completed.


          (e) Tenant shall retain an Approved  Contractor to construct  Tenant's
Work in a good and workmanlike manner. In the event Landlord determines that the
employment  of the  Approved  Contractor  may,  or during the course of Tenant's
prosecution of Tenant's Work does, interfere with construction  performed by, or
cause any conflict or labor dispute with, any other contractor, subcontractor or
other  party  engaged  in the  construction,  maintenance  or  operation  of the
Building  or the  Premises,  Landlord  shall  have  the  right  to  require  the
replacement  of the  Approved  Contractor  with another  contractor  selected by
Tenant and approved by Landlord.  Landlord may  disapprove any  contractors  and
subcontractors  for cause or if such contractors or subcontractors are or become
known to be a probable cause of a labor dispute  relating to the Building or the
Premises  or in the event any such  approved  contractor  changes  its nature or
method of operation to an extent  which is  reasonably  deemed by Landlord to be
inconsistent with the then standards of the Building.  Landlord and any Landlord
affiliate  shall have the right to bid on any Tenant's Work and Tenant agrees to
timely notify Landlord of the bid process  (provided,  that, Tenant shall not be
obligated to accept Landlord's or Landlord's affiliate's bid).

          7.3 (a) Possession of the Premises shall be delivered to Tenant on the
Base Rent Commencement Date.

          7.4 (a) Commencing on the Base Rent Commencement Date, provided Tenant
has complied with the  provisions  of Section 7.2,  Tenant shall be permitted to
enter upon the Premises and commence construction of Tenant's Work and may bring
and install into the Premises  installations,  furniture and equipment necessary
for Tenant's occupancy of the Premises  ("Tenant's  Furnishings").  Tenant shall
perform  such  delivery  and  installation  in a manner  as to not  unreasonably
interfere with Landlord's  performance and completion of any other work Landlord
is  performing  in the Unit  (and the Board of  Managers  is  performing  in the
Building);  provided,  however, that at all times the performance and completion
of any  work  being  performed  by  Landlord  and the  Board  of  Managers  (and
Landlord's  and the Board of Managers'  requirements  for access to the Building
and the Premises in connection  with the performance and completion of such work
by Landlord and the Board of Managers)  shall take  precedence over the delivery
and installation of Tenant's Work and Tenant's Furnishings.  Tenant shall access
the Premises for the delivery  and  installation  of Tenant's  Work and Tenant's
Furnishings by way of the Building freight  elevators only, and Tenant shall not
be permitted to use the passenger  elevators for the delivery to or removal from
the  Premises  of any  Tenant's  Furnishings  or for any  material  or  supplies
necessary  to construct  Tenant's  Work.  Tenant's use of the freight  elevators
shall be on a non-exclusive basis and Tenant shall pay for Landlord's  providing
such freight  elevator service within ten (10) days after Tenant's receipt of an
invoice therefor. Subject to the procedure in the Condominium Documents relating
to freight elevator  service,  use of the freight elevators shall be supplied to
Tenant only upon  twenty-four  (24) hours  Notice to  Landlord  and the Board of
Managers in accordance  with the procedure set forth in Exhibit F, provided such
use does not  interfere  with the  performance  of any work being  performed  by
Landlord or the Board of Managers.  Landlord  and the Board of Managers  reserve
the right to  restrict  and  regulate  the types and  amounts of  equipment  and
installations  which may be transported to and from the Premises by means of the
freight  elevators.  Any such  equipment  or  installations  which  exceeds  the
manufacturer's   specifications   for  such  freight   elevators  shall  not  be
transported  by means of the freight  elevators  but shall be  delivered  to and
removed from the Premises by Tenant at Tenant's  expense by a material  hoist or
hoists  maintained  by Tenant in  accordance  with all  Legal  Requirements  and
Insurance Requirements.

          (b) Commencing on the Base Rent  Commencement  Date, Tenant shall pay,
as Additional Rent, the costs of any utilities supplied to the Premises,  within
ten (10) days of receipt of an invoice from Landlord.



          7.5 (a) Subject to the terms and conditions set forth below,  Landlord
shall  reimburse  Tenant  up to a  maximum  amount  of  the  Tenant  Improvement
Allowance for costs incurred by Tenant in connection with Tenant's Work.  Tenant
may  utilize up to ten percent  (10%) of the Tenant  Improvement  Allowance  for
furniture,  fixtures and equipment  installed in the Premises and for architects
and  engineering  fees  incurred by Tenant in  connection  with  Tenant's  Work.
Landlord  shall  disburse  in  accordance  with  this  Section  7.5  the  Tenant
Improvement  Allowance,  or portions  thereof,  from time to time,  but not more
often than once in any thirty (30) day period.  On or before the first (1st) day
of the calendar month following  commencement of Tenant's Work, and on or before
the  first  (1st)  day of  each  calendar  month  thereafter  until  the  Tenant
Improvement  Allowance shall have been advanced in full,  Tenant shall submit to
Landlord an  application  for payment  ("Application  for  Payment"),  on a form
reasonably  satisfactory to Landlord,  together with waivers of mechanic's liens
(through the date of the last  payment made by Landlord to Tenant),  the General
Contractor's request for payment including any supporting information therefore,
and all other  documents  required by Landlord  setting forth in complete detail
the items set forth in this Section 7.5. In addition,  for each  Application for
Payment which includes materials and/or equipment stored at off-Premises storage
locations,  Tenant shall furnish to Landlord evidence reasonably satisfactory to
Landlord that title to all such materials  and/or equipment has vested in Tenant
free and clear of any security interest,  or other  encumbrances,  and any other
documentation  as may be reasonably  required by Landlord.  Without limiting the
foregoing,  Tenant  shall submit an  affidavit  from itself and each  contractor
covered by the  Application for Payment,  in form and substance  satisfactory to
Landlord, that shall include the following provisions:

          (1)  That  the  General  Contractor/subcontractor  set  forth  in  the
Application  for  Payment  has  been  paid  in  full,  in  accordance  with  the
specifications  and contract  obligations,  for all work,  labor,  materials and
services  supplied or performed in connection  with said work to the date of the
requisition,  and as of said date there are no unpaid  claims for any said labor
or materials in connection with the performance of said work except as stated in
Section 7.5(a)(3).

          (2) That as the date hereof no amounts are due and no claims have been
made  against  Tenant or any  General  Contractor/subcontractor  for any  unpaid
material  or labor with the  exception  of the  following;  all of which are for
labor and/or materials provided since the date of the requisition preceding this
requisition,  and as to such  unpaid  claims  the Tenant is  authorized,  at its
option,  on  behalf  of the  General  Contractor/subcontractor,  to make  direct
payment    to   such    claimants    and    charge    same   to   the    General
Contractor/subcontractor, e.g.:

             Name & Address                 Item                        Amount



          (3) That Tenant and the General Contractor  represent and warrant that
(i) the partial  payment then  requested to be  disbursed  has been  incurred by
Tenant on account of the Tenant's Work or is justly due on account thereof, (ii)
the materials,  supplies and equipment for which such Application for Payment is
being  submitted have been installed or  incorporated  into the Premises or have
been stored at the Premises or at such  off-Premises  site storage  locations as
shall have been approved in writing by Landlord,  (iii) the materials,  supplies
and equipment are not subject to any liens or encumbrances,  (iv) no mechanic's,
laborer's, vendor's,  materialman's or other liens have been filed in connection
with the Premises or any of the  materials,  supplies or equipment  incorporated
therein or  purchased  in  connection  therewith,  and (v) the work which is the
subject of such  Application  for Payment has been performed in accordance  with
the Lease.

          (ii) The  Application  for Payment so approved will include payment on
account of Tenant's Work performed to date, based upon the General  Contractor's
application for payment, but not in excess of the amount payable pursuant to the
General Contractor's application for payment.

          (iii) On or before the thirtieth (30th) day after  Landlord's  receipt
of any  Application  for Payment,  together with all backup  documentation  that
Landlord may request,  and provided that all requirements of Section 7.5(a) (and
with  respect  to the final  advance of the Tenant  Improvement  Allowance,  the
requirements  of Section  7.5(a)(v))  have been met,  the amount  certified  for
payment, or such lesser amount as Landlord shall have approved, less ten percent
(10%) of such  amount  which will be  retained  by  Landlord  until such work is
substantially  completed  and five percent (5%) of such amount until the work is
certified  as finally  completed  in  accordance  with  Section  7.5(a)(v)  (the
foregoing ten percent (10%) and five percent (5%) amounts shall  collectively be
known as the "Holdback"), shall be due and payable by Landlord to Tenant.

          (iv) In the  event  that a  dispute  shall  arise in  connection  with
payments  to be made on any  Application  for  Payment,  except  as set forth in
Section  7.7  hereof,  such  disputes  shall  be  submitted  to  arbitration  in
accordance  with the  procedure  set forth in  Article 35 of this Lease and this
Lease shall continue in full force and effect.

          (v) Upon final completion of the Tenant's Work and Tenant's  occupancy
of the  Premises for the  Permitted  Use,  Landlord  shall not advance the final
portion of the Tenant Improvement Allowance or the Holdback until Tenant submits
a final  Application  for Payments  along with (1) an affidavit  that  payrolls,
bills for  materials  and  equipment,  and  other  indebtedness  connected  with
Tenant's  Work (less amounts  withheld by Landlord)  have been paid or otherwise
satisfied,   (2)  if  required  by  Landlord,   other   reasonable   information
establishing payment or satisfaction of obligations,  such as receipts, releases
and final waiver of liens, claims security interests or encumbrances arising out
of this  agreement,  to the  extent  and in such  form as may be  designated  by
Landlord,  (3) delivery of building  department  filing  documents,  permits and
approvals and other reasonable  evidence  satisfactory to Landlord that the work
is in compliance with all laws,  orders and  regulations of all Federal,  State,
municipal and local  governments,  departments,  commissions  and boards and the
orders,  rules and regulations of the National Board of Fire  Underwriters,  and
(4) the  completion of an inspection  by Landlord  confirming  that the work set
forth in Tenant's Plans has been completed in accordance with Tenant's Plans and
strictly  accordance  with the  provisions  of this  Lease.  Landlord  agrees to
reasonably  cooperate with Tenant to assist Tenant in obtaining all licenses and
permits  necessary  to complete  Tenant's  Work and Tenant  agrees to  reimburse
Landlord for Landlord's  actual and reasonable  out-of-pocket  costs incurred in
connection  with  such  cooperation.   In  the  event  that  any  excess  Tenant
Improvement  Allowance (not including  Landlord's  payment of $10,000 toward the
installation  of an ADA bathroom)  remains after the completion of Tenant's Work
and Tenant's compliance with the terms of this Section 7.5(a)(3)(v),  Tenant may
apply the excess Tenant  Improvement  Allowance  against future  installments of
Base Rent and Additional Rent due under this Lease.

          7.6 The parties  acknowledge that the Americans with  Disabilities Act
of 1990 (42 U.S.C. ss.12101 et seq.) and regulations and guidelines  promulgated
thereunder, as all of the same may be amended and supplemented from time to time
(collectively  referred  to  herein as the  "ADA")  establish  requirements  for
business   operations,   accessibility  and  barrier  removal,   and  that  such
requirements  may  or may  not  apply  to the  Unit,  Building  or the  Premises
depending  on,  inter alia:  (i) whether  Tenant's  business is deemed a "public
accommodation"  or "commercial  facility",  (ii) whether such  requirements  are
"readily  achievable"  and (iii) whether a given  alteration  affects a "primary
function  area" or triggers  "path of travel"  requirements.  The parties hereby
agree that: (a) Landlord and the Board of Managers shall be responsible  for ADA
Title III  requirements  in the Unit Common  Areas and Common  Elements  (to the
extent  allocable to Landlord),  except as provided  below,  (b) Tenant shall be
responsible  for  ADA  Title  III  compliance  in the  Premises,  including  any
leasehold improvements or other work to be performed in the Premises under or in
connection  with this Lease and (c) Landlord  may  perform,  and Tenant shall be
responsible  for the  reasonable  cost  of,  ADA  Title  III  "path  of  travel"
requirements  triggered  solely  by  alterations  performed  by  Tenant  in  the
Premises.  Tenant shall be solely  responsible for requirements under Title I of
the ADA relating to Tenant's employees.  Notwithstanding the foregoing, Landlord
agrees to provide Tenant ten thousand dollars  ($10,000) toward the installation
of an ADA  compliant  bathroom on the 14th floor of the  Building in  accordance
with the provisions of Section 7.5.

          7.7 Any dispute  arising  out of or in  connection  with this  Article
shall be determined by arbitration in accordance  with the provisions of Article
35 except if the  dispute is of such a nature  that it may lead to a  mechanic's
lien  being  filed  against  the Unit or the  Building  in which case it will be
settled by the Expedited Rules of Commercial Arbitration of the AAA.

          8    LANDLORD'S     OBLIGATIONS     -    UTILITIES    AND    SERVICES.


          8.1 Landlord shall furnish (or exercise all of Landlord's rights under
the  Condominium  Documents  to cause  the Board of  Managers  to  furnish)  the
following services commencing on the Occupancy Date:

          (i) Cleaning  services for the  Premises,  including  the exterior and
interior of the windows  thereof  (subject  to Tenant  maintaining  unrestricted
access to such windows), but excluding any portions of the Premises used for the
storage, preparation, service or consumption of food or beverages, substantially
in accordance with the cleaning specifications annexed hereto as Exhibit E;

          (ii) Sewer service and an adequate  quantity of water for cleaning and
drinking  purposes supplied to the lavatories on the floor on which the Premises
are located  (Landlord  will also  provide  Building  standard  supplies to such
lavatories);


          (iii)  Maintenance  service to the Unit and the Building,  so that the
same shall be kept in good order and  repair and shall be kept  reasonably  free
from debris, snow and ice;

          (iv) Passenger  elevator service during Business Hours (as hereinafter
defined) through not less than four (4) passenger elevators serving the floor on
which the  Premises are located and at least one (1)  passenger  elevator at all
other  times,  and loading dock service on a  first-come,  first-serve  basis on
Business Days during Business Hours subject to the procedures in the Condominium
Documents  relating to such  elevator and loading dock  service.  Subject to the
preceding  sentence,  Landlord and/or the Board of Managers shall have the right
to change the  operation  or manner or  operating  any of the  elevators  or the
loading  dock  in  the  Building  and  shall  have  the  right  to  discontinue,
temporarily or permanently,  the use of any one or more cars in any of the banks
of elevators,.

          (v)  Freight  elevator  service in common  with  other  tenants of the
Building during Business Hours;

          (vi) Through the Building  heating,  air  conditioning and ventilation
system (collectively "HVAC"), for distribution through Tenant's ductwork system,
heated, conditioned and outside air during Business Hours in accordance with the
HVAC specifications set forth on Exhibit B to the Declaration which are attached
hereto as  Exhibit  K.  Tenant  acknowledges  that  Landlord's  sole  obligation
hereunder  shall  be to  bring  air to the air  distribution  source(s)  for the
Premises,  and that Tenant shall be responsible for the distribution of such air
throughout the Premises by means of the ductwork  system  installed by Tenant as
part of Tenant's  Work.  Landlord and Tenant  further  agree to operate the HVAC
equipment in  accordance  with its design  criteria  unless a recognized  energy
conservation law, program,  guideline,  regulation or recommendation promulgated
by any  Governmental  Authority  shall  provide for any  reduction in operations
below such design  criteria in which case such HVAC equipment  shall be operated
so as  to  provide  reduced  service  in  accordance  with  such  law,  program,
guideline,  regulation  or  recommendation.  Landlord  represents  that,  to its
knowledge,   the  Unit  currently  is  in  compliance  with   applicable   Legal
Requirements  relating to air quality and Landlord shall be  responsible  during
the Term for the  compliance  by the Unit  with  applicable  Legal  Requirements
relating to air quality.  Notwithstanding the foregoing, however, Landlord shall
not be  responsible  for  compliance  with Legal  Requirements  relating  to air
quality to the extent such compliance requires  modifications to any Alterations
installed by Tenant  (including,  without  limitation,  any  installations,  air
conditioning  systems or ductwork installed by Tenant as part of Tenant's Work),
nor  shall  Landlord  be  responsible  therefor  to  the  extent  that  Tenant's
particular  manner of use of the Premises  causes the Unit not be in  compliance
with applicable Legal Requirements relating to air quality;

          (vii)  Lighting  and  electricity  to the Unit Common Areas and Common
Elements; and


          (viii) A security  program  with respect to ingress to and egress from
the  Building;  provided,  that  Landlord  will not be required to provide  such
security  program,  but will exercise all rights available to Landlord under the
Condominium  Documents  to make the  Board of  Managers  provide  such  security
program.  Except as specifically required herein, Landlord shall not be required
to provide any  additional  security for the Unit beyond what is being  provided
for the Building by the Board of Managers.  Landlord shall have no obligation to
provide  additional  security to protect Tenant's property and installations and
Tenant shall procure from  Landlord,  and Landlord  shall supply to Tenant,  any
additional  security Tenant deems necessary or appropriate at Tenant's sole cost
and expense and Tenant shall pay for the same as  Additional  Rent within thirty
(30) days of receipt of an invoice therefor.  Landlord (for itself and the Board
of Managers)  reserves the right to change the  operation or manner of operating
any of the security systems currently in place provided that the change does not
unreasonably  prevent Tenant from  conducting  its usual and customary  business
within the Premises.

          8.2 In  addition  to the  services  to be  furnished  or  caused to be
furnished by Landlord in  accordance  with Section  8.1,  Landlord,  at Tenant's
expense,  shall  furnish  or  cause to be  furnished  the  following  additional
services  while  Tenant is  occupying  the  Premises  and while Tenant is not in
default under this Lease:

          (i) Cleaning services for the kitchen,  cafeteria and other non-office
areas located in the Premises therein;  provided, that, Landlord shall wipe-down
the counters tops in the Tenant's  kitchenette(s)  at no additional  charge when
such areas are used for normal  day-to-day  business  operations  (as opposed to
catered events or the like for which Tenant will be charged  Additional  Rent in
accordance with this Section 8.2);

          (ii) Removal of non-office  standard (such as trash related to catered
events) and other debris from kitchen,  cafeteria and other  non-office areas of
the Premises at the end of Business Hours;

          (iii) Extermination service administered to any kitchen,  cafeteria or
special food  preparation  areas on a regular basis,  as determined by Landlord,
for  rodent  and pest  control  or,  in the  event of  infestation  caused by or
resulting  from  such  areas,  as the same may be  required,  as  determined  by
Landlord, to eliminate such infestation;

          (iv)   Relamping  of  lighting   fixtures   within  the  Premises  and
replacement of bulbs and ballasts as and when requested by Tenant;

          (v) Installation  and/or  replacement of locks within the Premises and
the supplying of keys therefor as and when requested by Tenant; and

          (vi) Subject to and in accordance with the Chilled Water Agreement (as
such term is defined in the  Declaration),  Landlord,  at the request of Tenant,
shall provide (or use all  reasonable  efforts to cause the Board of Managers to
provide)  an amount of up to thirty  (30) tons of  chilled  water for the entire
Premises for use of any  supplemental  air  conditioning  units installed in the
Premises by Tenant, at Tenant's sole cost and expense,  as part of Tenant's Work
or in accordance  with Article 12 hereof.  Landlord  represents  that there is a
valved outlet on the  fourteenth  (14th) floor of the Building which will enable
Tenant to tap in to the foregoing chilled water supply for the Premises. Tenant,
subject to all of the terms  covenants and  conditions of Article 12 and Section
8.6  hereof,  shall be  permitted  to install  an  air-cooled  supplemental  air
conditioning  unit in the  Premises  that does not  require  the use of  Chilled
Water.  During the Term,  Tenant  shall pay to Landlord  for any  chilled  water
supplied to the Premises for  supplemental  air-conditioning  an amount equal to
Landlord's then established rates for such supplemental air-conditioning.  As of
the date of this Lease,  Landlord  charges (cent)40 per ton of chilled water per
hour of use; provided,  that, Landlord reserves the right to increase the amount
charged to Tenant for  chilled  water so long as the rate is  increased  for all
other  tenants  in the  Unit  and  such  increases  in  rates  are  commercially
reasonable  or imposed on Landlord  by the Board of  Managers  or other  outside
agency.  Tenant shall pay such charges  within  thirty (30) days after bills are
rendered therefor.  Tenant acknowledges that chilled water is presently provided
by 1 New York Plaza in accordance with the Chilled Water Agreement.

          (vii) As of the date of this Lease,  the Board of Managers  provides a
messenger  center  (the  "Messenger  Center")  in the  Building  which  receives
packages  for and on behalf of the  tenants  in the  Building.  Tenant  shall be
obligated  to use the  Messenger  Center for the receipt of all  packages in the
Building and will pay to Landlord a variable  monthly fee  consistently  applied
among all  tenants  in the Unit based on the number of  packages  processed  for
Tenant in the Messenger Center.



          Tenant  shall be billed for the services  described in  sub-paragraphs
(i),  (ii) and (vii) above based on invoices  delivered by Landlord to Tenant on
not less than a monthly  basis and Tenant  shall pay, as  Additional  Rent,  the
amount  stated  in such  invoices  within  thirty  (30) days  after its  receipt
thereof. Notwithstanding anything to the contrary herein, Landlord shall have no
obligation to provide the services described in sub-paragraphs (iii), (iv), (v),
and (vi) above unless  Landlord  receives a written  request for such service or
services from Tenant;  provided,  however, in the event the Premises contain any
kitchen,  cafeteria  or special  food  preparation  areas,  Landlord may require
Tenant to retain  Landlord to provide the services  contained  in  sub-paragraph
(iii) above. In the event Landlord receives such written request from Tenant and
provides  such service or services,  Tenant shall pay, as Additional  Rent,  for
Landlord's  furnishing of such service or services within thirty (30) days after
its receipt of an invoice therefor.

          8.3  Business  Hours  shall be from 8 a.m.  to 6 p.m.  Monday  through
Friday and from 8:00 a.m. to 1:00 p.m.  on  Saturdays,  in all cases,  excluding
Holidays (as hereinafter  defined).  "Holidays" shall mean those days designated
from time to time as  holidays  by Local  32B-J and Local 94 or their  successor
unions  providing  services  at the  Building.  Except  as  otherwise  expressly
provided  herein,  Landlord  shall have no obligation to provide any services on
Sundays including, but not limited to, electricity and elevator service.

          8.4  Landlord  shall  provide (or  exercise  all rights  available  to
Landlord  under the  Condominium  Documents  to cause the Board of  Managers  to
provide) access to the Premises 24 hours a day, 365 (or 366) days a year.


          8.5 If Tenant  shall  desire at any time  other than  during  Business
Hours HVAC ("After-Hours HVAC"), loading dock or freight elevator service at any
time other than  during  Business  Hours,  such  service  or  services  shall be
supplied  to Tenant  only at the request of Tenant made to the Board of Managers
in  accordance  with Exhibit F to this Lease.  Tenant shall pay to Landlord,  as
Additional Rent,  Landlord's then established charges for the furnishing of such
service  or  services  within  thirty  (30) days  after  receipt  of an  invoice
therefor.  Tenant  understands  that the Board of Managers  imposes a minimum of
four (4) hours for  freight  elevators  and  loading  dock  service  outside  of
Business  Hours.  The current charge for after-hours  freight  elevator usage is
$100 per hour,  the current  charge for loading dock service is $50.00 per hour,
and the current rate for After-Hours HVAC is $200 per hour from October 1-May 31
and $175 per hour from June 1 through  and  including  September  30;  provided,
that, Landlord reserves the right to increase the freight elevator, loading dock
and After-Hours HVAC usage charge so long as the rate is increased for all other
tenants in the Unit and such increase is commercially reasonable or imposed upon
Landlord by the Board of Managers or other outside agency.  Notwithstanding  the
foregoing,  Landlord  agrees to  provide  to Tenant  sixteen  (16) free hours of
freight  elevator and loading dock service to Tenant in connection with Tenant's
move-in to the Premises.

          8.6 (a) Electric current will be supplied to the Premises by Landlord,
so long as legally  permissible  in the Building,  through  presently  installed
electrical facilities for Tenant's use of lighting,  electrical appliances,  air
conditioning  systems  and  equipment  as  presently  exist or as Tenant  may be
permitted  to  install  in the  Premises  (Tenant  shall  be  permitted  without
Landlord's  prior  approval  or  consent  to install  equipment  ordinarily  and
customarily  found in an office  setting),  subject to Landlord's  consent which
will not be  unreasonably  withheld or delayed,  except as  expressly  otherwise
provided in this Article,  and Tenant  covenants and agrees to purchase the same
from Landlord and to pay for the same as Additional  Rent.  Tenant's  electrical
demand and  consumption  in the Premises  shall be  determined  by a meter(s) or
submeter(s)  installed  for the purpose of measuring  the same and shall measure
the electric  current supplied to the Premises only. There shall be at least one
(1) meter on the floor for  Tenant's  use,  which  meter shall be  installed  by
Landlord at Landlord's sole cost and expense.  Landlord  hereby  represents that
there are 6 submeters  in the Premises on the Lease  Commencement  Date and that
the same are in full working order and condition.  If Tenant requires additional
meters,  Tenant shall  install  same at its cost.  The charge to Tenant for such
supply of  electric  current  to the  Premises  shall be one  hundred  and three
percent  (103%) of the sum of: (i) the amount  obtained  by applying to Tenant's
measured  electrical  consumption  an amount  equal to the  total of  Landlord's
actual electric cost for each kilowatt hour usage for the Unit for the period in
question  divided by the total number of kilowatt hours of electricity  consumed
in the Unit for such  period,  (ii) the amount  obtained by applying to Tenant's
measured electrical demand the electric rates in Service  Classification No. 4-2
of the Consolidated Edison Company of New York, Inc. or any successor thereto or
the  electric  rates then  applicable  to  Landlord  (including  any  changes in
electrical rates due to deregulation  actually incurred or received by Landlord)
and (iii) any  surcharges  or charges  incurred or taxes  payable by Landlord in
connection with such electricity  consumption or increase or decrease thereof by
reason of fuel adjustment or any  substitutions  for the utility  electric rates
then applicable to Landlord or additions thereto.  All such additional meters or
submeters or other related  equipment shall be installed by Landlord at Tenant's
sole  cost and  expense,  and  Tenant  shall  pay such  costs  and  expenses  as
Additional  Rent within thirty (30) days after  receipt of an invoice  therefor.
Bills shall be rendered monthly,  commencing with the first full month following
the Base Rent  Commencement  Date, the amounts computed from such meter readings
shall be  Additional  Rent and  shall be due and  payable,  without  set-off  or
deduction,  thirty (30) days after the  rendition  of such bills.  If any tax is
imposed upon Landlord's  receipts for the sale or resale of electrical energy to
Tenant,  the pro rata share allocable to the electrical  energy service received
by Tenant  shall be passed on to Tenant to the extent  permitted  by law. In the
event that any portion of the Premises cannot be metered,  Tenant's  consumption
of  electricity  shall be  determined  based upon an  electrical  survey as more
particularly described in Section 8.6(b).

          (b) Only if required by any Legal  Requirement  and it is not possible
to supply  electricity by metering as set forth in Section 8.6(a), as reasonably
determined  by  Landlord,  electricity  may be provided to Tenant on a so-called
"rent inclusion"  basis. In such event,  Tenant agrees that Section 8.6(a) shall
no longer be  applicable,  and the Base Rent shall be  increased  to  compensate
Landlord for supplying Tenant with electric current as an additional  service as
provided  in this  Section  8.6(b).  In the event that  Landlord  shall  provide
electricity on a rent inclusion basis, Tenant agrees that the Base Rent shall be
increased to compensate  Landlord for supplying  Tenant with electric current in
the Premises as an  additional  service  based upon the  submetered  charges for
Tenant's  usage for the  immediately  preceding  twelve (12) month period (or if
less than  twelve  (12)  months of the Term  shall  have  elapsed as of the Rent
Inclusion Date (as defined below), such shorter period extrapolated to an annual
amount)  commencing  on the date on which  Landlord  is no longer  permitted  to
supply electricity to the Premises on a submetered basis (such date being herein
referred to as the "Rent Inclusion Date") and continuing until such time as such
sum may be increased as hereinafter  provided.  Tenant agrees that an electrical
engineer or utility  consultant,  selected by Landlord,  may,  from time to time
during  the  Term,  make a survey of the  electric  lighting  and power  load by
metering or otherwise to determine  Tenant's average monthly  electrical  energy
consumption in the Premises ("Tenant's Electric Consumption") based upon (i) the
connected  load rating of each item  consuming  electric  energy,  (ii) Tenant's
usage which shall be determined by multiplying the connected load rating of each
item by the hours of usage as determined by the consultant, and (iii) the actual
Electric  Rates (as  hereinafter  defined)  charged to Landlord by  Consolidated
Edison  Company  of New  York,  Inc.  or any  successor  thereto  applicable  to
Landlord,  inclusive of all surcharges or taxes thereon  including any sales tax
as a result  of the  resale of such  energy  to  Tenant.  The  findings  of such
engineers or consultant as to the proper Base Rent adjustment  based on Tenant's
Electric  Consumption  shall be conclusive and binding upon the parties (subject
to Section  8.6(e)  below) and shall be applied to the period  after the date of
the survey and any  adjustment  in Base Rent shall be  included in the Base Rent
payable  monthly on the first day of each and every  month in  advance  for each
month from the Rent Inclusion Date.

          (c) If the  Electric  Rates (as  defined  below) on which the  initial
determination of said consultant  shall be increased or decreased,  then the sum
included in Base Rent by reason of this Section  shall be increased or decreased
by the same percentage as such change in the Electric Rates,  retroactive to the
date of such increase or decrease in such Electric Rates, and the amount payable
from the  effective  date of such increase to the last day of the month in which
Tenant  shall be billed  therefor  shall be paid  within  thirty (30) days after
Landlord furnishes Tenant with a statement thereof.

          (d) The term  "Electric  Rates"  shall be  deemed to mean the rates at
which Landlord purchases electrical energy from the utility supplying electrical
service to the Unit,  including  any  surcharges  or charges  incurred  or taxes
payable by Landlord in connection therewith or in connection with the furnishing
of  electrical  energy by  Landlord  on a  rent-inclusion  basis or  increase or
decrease  thereof by reason of fuel  adjustment  or any  substitutions  for such
Electric Rates or otherwise.

          (e) In the event Tenant shall dispute any findings  under this Section
8.6 of the engineer or  consultant  designated by Landlord,  Tenant may,  within
ninety (90) days after receiving Notice of such findings, designate by Notice to
Landlord an independent engineer or utility consultant to make, at Tenant's sole
cost  and  expense,  another  determination  of the  increased  average  monthly
electrical consumption or the value to Tenant of the potential additional energy
to be made available to Tenant,  as the case may be. If the electrical  engineer
or utility  consultant  selected by Tenant shall  determine  that such increased
consumption or value, as the case may be, of such electrical energy is less than
as  determined by  Landlord's  engineer or  consultant  and the two engineers or
consultants are unable to adjust such  difference  within twenty (20) days after
the  determination  made by Tenant's  engineer or  consultant  is  delivered  to
Landlord,  the dispute shall be determined by arbitration in accordance with the
provisions of Article 35 of this Lease.  Pending a final determination  pursuant
to such  arbitration  however,  Tenant shall pay to Landlord for such electrical
energy based on the determination of Landlord's  engineer or consultants without
prejudice  to  Tenant's  position;  and  if it is  determined  that  Tenant  has
overpaid,  Landlord shall reimburse Tenant for any overpayment at the conclusion
of such  arbitration.  If Tenant  shall not dispute the  findings as provided in
this Section,  the determination by Landlord's  engineer or consultants shall be
deemed final and conclusive.

          (f) In the event that  electricity  is  included  on a rent  inclusion
basis  pursuant  to  Section  8.6(b) and  Landlord  elects to  purchase  capital
equipment  or make  other  capital  expenditures  to reduce  Landlord's  cost of
electricity,   Landlord   shall   receive  the  full  benefit  of  such  capital
expenditure,  and Tenant shall  continue to pay Base Rent for  electricity,  and
such Base Rent shall be calculated as hereinabove  described,  without regard to
the fact that  Landlord  has reduced its cost of  electricity  by virtue of such
capital  expenditure,  unless such capital  expenditure is included in Operating
Expenses  and Tenant pays  Landlord  for  Tenant's  Proportionate  Share of such
capital expenditure pursuant to Section 5.3 hereof, in which event the Base Rent
allocable to the furnishing of electricity by Landlord on a rent inclusion basis
shall be equitably  decreased to reflect  such  reduced cost of  electricity  to
Landlord.

          (g) Tenant's  use of  electrical  energy in the  Premises  shall never
exceed that  portion of the  capacity  allocable  to Tenant of (i) the  existing
feeders to the  Building or the  electricity  available  to Tenant  through then
existing  risers  or wiring  installations  to the  Premises  or (ii) any of the
electrical  conductors,  machinery  and  equipment in or  otherwise  serving the
Premises (in any event,  giving due  consideration  to the needs of existing and
potential  tenants  using  the  same  risers,   wiring  installations  or  other
equipment,  as well as to Landlord's  electrical  needs in  connection  with the
operating  of the Building and the  provision of emergency  services).  Landlord
represents  that such  facilities  shall be capable of providing up to 7 and 1/2
watts per usable square foot  (connected  load) of  electricity  to the Premises
exclusive of HVAC.  No additional  riser or risers or other  equipment to supply
Tenant's  electrical  requirements  shall be installed without  Landlord's prior
approval,  which may be withheld in Landlord's reasonable discretion.  If Tenant
requires additional  electrical capacity in the future,  Landlord will cooperate
with Tenant in order to obtain such additional  electrical capacity, at Tenant's
expense.  Only conduit  complying with Legal  Requirements  will be allowed.  In
order to insure that the electrical  capacity of the Building  facilities is not
exceeded and to avert possible  adverse  effect upon the  Building's  electrical
system, Tenant shall not, without the prior reasonable consent of Landlord, make
or perform or permit any alteration to wiring  installations or other electrical
facilities in or serving the Premises. Any additional risers,  feeders, or other
equipment proper or necessary to supply Tenant's electrical  requirements,  upon
written  request of Tenant,  will be  installed by Landlord at the sole cost and
expense of Tenant if, in Landlord's sole reasonable  judgment,  such increase in
capacity  will not  interfere  with  Landlord's  present or  anticipated  future
electrical  needs with respect to the Building and/or existing or future tenants
of the  Building or cause  permanent  damage or injury to the Building or entail
excessive  or  unreasonable  alterations  or  interfere  with or  disturb  other
tenants.  Landlord,  its agents and  engineers  and  consultants  may survey the
electrical  fixtures,  appliances and equipment in the Premises and Tenant's use
of electrical  energy  therein from time to time to determine  whether Tenant is
complying with its obligations  under this Section.  The initial survey shall be
at Landlord's  cost.  The cost of all  subsequent  surveys shall be borne by the
person requesting such survey. Each increase in the Base Rent under this Section
shall be  effective  on the  date  such  additional  electrical  energy  is made
available to Tenant.

          (h)  Landlord  reserves  the  right to  terminate  the  furnishing  of
electrical  energy to Tenant at any time upon sixty (60) days'  prior  Notice to
Tenant if Landlord terminates furnishing electricity to all other tenants in the
Unit unless such Notice is not feasible under the circumstances,  in which event
Landlord  will  give  Tenant  such  reasonable  notice  as is  possible  if such
termination required by any Legal Requirement. Notwithstanding the foregoing, if
Landlord  elects to  discontinue  providing  electricity to Tenant in accordance
with  the  preceding  sentence,   Landlord,   unless  prohibited  by  any  Legal
Requirements,  agrees to continue to provide electricity to Tenant in accordance
with the terms of this  Lease  beyond  the  sixty  (60)  days  specified  in the
preceding  sentence  so as to  provide  Tenant a  reasonable  amount  of time to
arrange for an  alternative  electricity  provider to the Premises.  If Landlord
shall so  discontinue  the  furnishing  of electrical  energy,  (i) Tenant shall
arrange to obtain electrical energy directly from the utility company furnishing
electrical  energy to the Unit, (ii) Landlord shall permit the existing feeders,
risers, wiring and other electrical facilities servicing the Premises to be used
by Tenant for such purpose to the extent that they are  available,  suitable and
legally   permissible,   (iii)  from  and  after  the  effective  date  of  such
discontinuance,  Landlord shall not be obligated to furnish electrical energy to
Tenant,  and Tenant's  obligation to pay electricity as Additional Rent pursuant
to Section  8.6(a)  shall  cease on such date or, if  electricity  is then being
provided on a rent-inclusion basis, the Base Rent payable under this Lease shall
be reduced to the amount which would have been then payable as Base Rent,  as of
such date but for the  adjustments  for  electrical  energy under Section 8.6(b)
above,  (iv) this Lease shall otherwise remain in full force and effect and such
discontinuance  shall be without  liability  of Landlord  to Tenant,  and (v) if
Landlord shall  discontinue  the furnishing of electrical  energy as hereinabove
provided Landlord shall, at Landlord's expense, install at locations in the Unit
selected  by  Landlord  and  maintain  any and all  necessary  electrical  meter
equipment,  panel  boards,  feeders,  risers,  wiring and other  conductors  and
equipment  which may be required to obtain  electrical  energy directly from the
utility supplying the same.

          (i)  Landlord  shall incur no  liability  whatsoever  and it shall not
constitute  a  termination  of  this  Lease  or  an  eviction  (constructive  or
otherwise)  hereunder should electricity or any other utility become unavailable
from the utility company  furnishing  electrical energy to the Building,  or any
public authority or any other person,  firm or corporation,  including Landlord,
supplying such utility or due to Force Majeure.

          8.7  Landlord  shall  cause the Unit to be managed as a Class A office
building,  consistent  with  the  standards  of other  Class A office  buildings
similar in size and quality in New York, New York. The Unit and the Building may
be managed by an affiliate of Landlord.

          8.8 Subject to the  provisions  of Section 18.2 hereof,  if there is a
right in the  Condominium  Documents  for the Board of  Managers  to  interrupt,
curtail, stop or suspend service or operation of the services to be delivered to
Tenant under this Lease, Tenant acknowledges that,  notwithstanding  anything in
this  Lease  to the  contrary,  the  terms  and  provisions  of the  Condominium
Documents shall control with respect to such right.

          9. USE.

          9.1 The Premises  shall be used solely for the Permitted Use set forth
in the Fundamental Lease Provisions and for no other purposes.  Tenant shall not
offer,  sell or market  any  services  to other  tenants in the  Building  which
services are in competition  with services offered by Landlord to tenants in the
Building and Tenant shall not offer  telecommunication  services  utilizing  the
Building,  Building  systems or equipment or any  conduits,  or shafts,  whether
located  within the Premises or outside the  Premises,  to other  tenants in the
Building.


          9.2 Tenant shall not use, occupy,  suffer or permit the Premises,  the
Unit,  the Building or any part  thereof to be used in any manner,  or suffer or
permit  anything  to be  brought  into or kept  therein,  which  would  (a) make
unobtainable at standard rates from any reputable  insurance company  authorized
to do  business  in the  State of New York,  any fire  insurance  with  extended
coverage or liability, elevator, boiler, umbrella or other insurance, (b) cause,
or be likely to cause,  injury  or damage to the Unit,  the  Building  or to any
equipment  contained  therein or on the  Premises,  (c)  constitute  a public or
private nuisance, (d) violate any the Condominium Documents (including,  but not
limited to, Paragraph 7 of the Declaration) and any certificate of occupancy for
the Unit or the Building, (e) emit objectionable noise, fumes, vibrations, heat,
chilled air,  vapors or odors into or from the Unit or Building or the equipment
contained  therein,  (f) impair or  interfere  with any of the Unit or  Building
services,  including  the  furnishing of  electrical  energy,  or the proper and
economical cleaning, heating, ventilating, air conditioning or other services of
the Unit or Building,  the  equipment  contained  therein or the Premises or (g)
violate any Legal Requirement or Insurance Requirement. The restrictions imposed
by this Section, and the application  thereof,  shall not be limited or modified
by the terms of any other provision of this Lease.

          9.3  Tenant or  Tenant's  assignees,  subtenants,  employees,  agents,
contractors, invitees or licensees shall not do or permit anything to be done in
or about the  Premises  which will in any way  obstruct  or  interfere  with the
rights of other  tenants or occupants of the Unit or Building or injure or annoy
them or use or allow the Premises to be used for any purpose  which is unlawful,
nor shall  Tenant  cause,  maintain or permit any  nuisance  in, on or about the
Premises.

          9.4 Tenant shall not use or operate any machinery  that, in Landlord's
reasonable opinion is, or may be, harmful to the Premises and/or the Building.

             10.   COMPLIANCE WITH LAWS.

          10.1  Tenant,  at its sole cost and  expense,  shall  comply  with all
requirements  of  the  Ground  Lease  and   Governmental   Authorities   ("Legal
Requirements")  and all requirements of insurance  companies  providing coverage
for the Unit,  Building and/or the Premises or  recommendations  of the National
Board of Fire Underwriters ("Insurance  Requirements") and give Landlord and the
Board of Managers  prompt notice of any lack of  compliance,  except that Tenant
shall have no obligation to pay the costs of any structural or system alteration
of the  Premises,  the Unit or the  Building  required  solely  by  reason  of a
Permitted Use unless said  alteration (a) is  necessitated  by a condition which
has been otherwise created by, or at the instance of, Tenant,  any subtenants or
any other occupant of the Premises,  (b) is attributable to Tenant's  particular
manner of use,  other than a Permitted  Use, to which Tenant,  any subtenants or
any other  occupant of the Premises  puts the Premises or any part  thereof,  or
Tenant's,  any subtenant's or any other occupant's of the Premises manner of use
of the Premises,  (c) is required by reason of a breach of Tenant's  obligations
hereunder,  (d) is  occasioned,  in whole or in part,  by any act,  omission  or
negligence of Tenant or any person claiming by, through or under Tenant,  or any
of their assignees,  subtenants,  employees,  agents,  contractors,  invitees or
licensees,  or (e) is  necessitated  by reason of the  failure  of Tenant or the
Tenant's  Plans  to  comply  with  any  Legal  Requirement,  including,  without
limitation,  the Americans with  Disabilities  Act of 1990. Any such  structural
alteration  of the Premises or the Building  required as a result of clause (a),
(b), (c), (d) or (e) of the immediately preceding sentence shall be performed by
Landlord,  at Tenant's expense, and Tenant shall pay for the same, as Additional
Rent,  within  thirty  (30) days of its receipt of an invoice  therefor.  Tenant
shall pay all costs, expenses, fines, penalties and damages which may be imposed
upon Landlord, the Board of Managers and/or any mortgagee of the Land and/or the
Building by reason of or arising out of Tenant's  failure  fully and promptly to
comply with the provisions of this Section.


          10.2 Tenant,  at its sole cost and  expense,  after Notice to Landlord
and the Board of Managers, by appropriate  proceedings prosecuted diligently and
in  good  faith,  may  contest  the  validity  or  applicability  of  any  Legal
Requirement or Insurance  Requirement,  provided that: (a) Landlord shall not be
subject  to  civil  fines,   quasi-criminal  violations,   criminal  penalty  or
prosecution  for a crime,  nor  shall  the  Building  or the  Land,  or any part
thereof,  be subject to being condemned or vacated,  by reason of non-compliance
or otherwise by reason of such contest; (b) such non-compliance or contest shall
not  constitute  or  result  in any  violation  of  the  terms  of any  mortgage
encumbering  the Unit,  Land and/or the Building,  or if any such mortgage shall
condition such non-compliance or contest upon the taking of action or furnishing
of security by Landlord or affirmative title insurance  coverage  preserving the
priority  of  such   mortgage   notwithstanding   the   determination   of  such
non-compliance or contest,  such action shall be taken and such security or such
affirmative  title  insurance  coverage  shall be  furnished  at the  expense of
Tenant; (c) such  non-compliance or contest shall not result in the termination,
suspension, cancellation, lapse or waiver of any insurance policies or coverages
maintained  by Landlord or required to be maintained by Tenant under this Lease;
(d)  such  non-compliance  or  contest  shall  not  result  in the  termination,
suspension,  cancellation,  lapse or waiver of any  certificate of occupancy for
the Unit,  Building or any portion  thereof;  and (e) Tenant shall keep Landlord
and the Board of Managers  regularly advised in writing as to the status of such
proceedings and shall provide  Landlord and the Board of Managers with copies of
all  submissions  and  documents  delivered or received by Tenant in  connection
therewith.

          10.3 Any  improvements or Alterations  made or work performed by or on
behalf of Tenant or any person claiming through or under Tenant pursuant to this
Article shall be made in conformity  with and subject to the  provisions of this
Lease, including, without limitation, Article 12.


          11. REPAIRS


          11.1 Tenant,  at its sole cost and  expense,  shall take good care of,
and make all interior  non-structural  repairs to, the Premises,  all repairs to
Tenant's  equipment,  and all repairs to the HVAC system(s)  installed by Tenant
(unless the same affect the  Building  HVAC  systems in which case such  repairs
shall be performed  by Landlord or the Board of Managers at Tenant's  reasonable
expense).  Tenant shall make and be responsible for (or, at Landlord's election,
Landlord shall make at Tenant's expense) all repairs,  whether inside or outside
the  Premises,  ordinary or  extraordinary,  as and when needed to preserve  the
Premises  in good  working  order  and  condition  and to keep the  Premises  in
compliance  with all Legal  Requirements  as and to the  extent  required  under
Article  10 of  this  Lease  and  Insurance  Requirements  and  to  prevent  any
disruption of, or adverse  effect on, the Building,  the Building  systems,  the
quiet  enjoyment  of other  tenants  or to prevent  any  damage to the  personal
property of other tenants,  except that Tenant shall not be responsible  for the
costs of any structural  repairs unless the need therefor  arises out of (i) the
performance of or existence of improvements made by or at the request of Tenant,
any subtenants or any other occupant of the Premises (ii) the installation,  use
or operation of equipment therein by Tenant, any subtenant or any other occupant
of the Premises (iii) the moving of any such equipment in or out of the Building
or the Premises, (iv) the acts, omissions,  negligence or misuse of or by (based
on a comparative  negligence  standard) Tenant,  any subtenants or any of its or
their employees, agents, contractors,  occupants, licensees or invitees or their
use or  occupancy  of the  Premises  (except  fire or other  casualty  caused by
Tenant's  negligence,  if the fire or other casualty insurance policies insuring
Landlord  are not  invalidated  and the  rights of  Landlord  are not  adversely
affected by this provision), or (v) Legal Requirements or Insurance Requirements
pursuant to the  provisions of Section 10.1. Any such  structural  alteration of
the Premises required as a result of clause (i), (ii), (iii), (iv) or (v) of the
immediately  preceding  sentence  shall be performed  by  Landlord,  at Tenant's
expense,  and Tenant shall pay for the same, as Additional  Rent,  within thirty
(30) days after its  receipt  of an invoice  therefor.  Tenant's  liability  for
structural  repairs under subparagraph (iv) above shall be limited to the extent
(based on a comparative  negligence standard) that Tenant, any subtenants or any
of its or their employees, agents, contractors, occupants, licensees or invitees
is  responsible  for such damage.  Tenant,  at its sole cost and expense,  shall
promptly replace or repair  scratched,  damaged or broken doors and glass in and
about the Premises and shall be responsible  for all repairs and  maintenance of
wall and floor coverings in the Premises (including,  without limitation,  where
Tenant  shall  lease an  entire  floor,  the  walls,  elevator  doors  and floor
coverings  in the  elevator  lobby  and the  walls,  wall  coverings,  title and
fixtures  in the  lavatories).  Any broken  window  glass  shall be  repaired by
Landlord at Tenant's  expense,  and Tenant shall pay for the same, as Additional
Rent, within thirty (30) days after its receipt of an invoice therefor.  Tenant,
promptly and at its sole cost and expense, shall make all non-structural repairs
in or to the Premises for which it is responsible.  In the event Tenant fails to
promptly make any repair or alteration  required by Tenant to be performed under
this Section 11.1, Landlord,  at Tenant's sole cost and expense,  shall have the
right to make such repairs or alterations  and Tenant shall pay for such repairs
or alterations, as Additional Rent, within thirty (30) days after its receipt of
an invoice therefor. All repairs made by or on behalf of Tenant shall be made in
conformity  with the provisions of Article 12 and shall be at least equal to the
then standards for the Building and the Unit established by Landlord.


          11.2 (a) Subject to the provisions of Article 23 hereof,  and Tenant's
repair obligations hereunder,  Landlord shall maintain (or in the case of Common
Elements and the Building systems,  shall maintain or use all reasonable efforts
to cause the Board of Managers to maintain) in good condition,  order and repair
(a) the roof,  shell,  exterior  and load  bearing  walls  and other  structural
elements of the Unit, (b) the Building  systems serving the Premises and (c) all
Unit Common Areas, Common Elements,  public corridors,  lobbies and public areas
of the Building  available for use by Tenant.  Landlord shall not be responsible
for  maintenance  or repair of any  portion,  area,  component or element of the
Unit,  the  Building or the Premises  other than as  expressly  provided in this
Section  11.2(a).  Landlord  shall  have no  obligation  to make any  repair  or
undertake any  maintenance  activity  described in this Section unless and until
Landlord  receives  written notice from Tenant of the need for such repairs (and
Landlord, in Landlord's reasonable opinion agrees with the need for the same) or
Landlord's  actual  notice of the need for the same.  Landlord  shall be given a
commercially  reasonable  period of time to commence  and  complete  all repairs
required to be  performed  by Landlord  under this Lease.  Tenant  shall  accept
performance by the Board of Managers (or its agents and  contractors)  on behalf
of Landlord of any  obligation  on  Landlord's  part of be performed  under this
Lease,  including repair and maintenance  obligation.  To the extent (based on a
comparative  negligence  standard)  such  repairs  are  occasioned  by the acts,
omissions,  negligence or misuse of or by Tenant or any of its subtenants or any
of its or their employees, agents, contractors, occupants, licensees or invitees
or their use or occupancy of the Premises shall be made by Landlord or the Board
of  Managers at  Tenant's  expense.  Landlord's  repair  obligations  under this
Section  11.2(a)  shall  exclude,  however,  (i)  repairs of  Tenant's  personal
property or improvements made by or at the request of Tenant (including, without
limitation,  any  Alterations),  not  occasioned by Landlord's  wrongful acts or
negligence,  and (ii) repairs  which  Tenant is  obligated  to make  pursuant to
Section 11.1 and the other provisions of this Lease.  Landlord shall perform all
maintenance  of, and  promptly  after the receipt of a Notice from Tenant of the
necessity  of  repair,  make all  necessary  repairs  to,  the air  distribution
source(s)  for the Premises and any security and life safety  systems or devices
which may be installed in the  Premises by Landlord.  To the extent  (based on a
comparative  negligence standard) any repairs to the air distribution  source(s)
for the Premises and any security and life safety systems or devices  occasioned
by the acts or omissions or negligence of Tenant or any of its  subtenants,  or,
its or their employees,  agents,  contractors,  licensees or invitees,  shall be
performed by Landlord at Tenant's  expense and Tenant shall pay for the same, as
Additional  Rent,  within  thirty  (30) days  after its  receipt  of an  invoice
therefor.  Except for the foregoing  repair  obligation,  Landlord shall have no
liability for the failure of any such Building  system.  The cost of all repairs
and maintenance by Landlord or the Board of Managers hereunder shall be included
in  Operating  Expenses  except as may be  specifically  excluded  by  Article 5
hereof.

          (b) Tenant, at its sole expense, shall operate or cause to be operated
in a  first-class  manner any air  conditioning  system  and any life  safety or
security  system  within the  Premises  to  prevent  any  adverse  effect on any
Building  system(s).  Any maintenance or repair of such air conditioning  system
and any life  safety or  security  system  shall be  performed  by, at  Tenant's
option, Landlord or an independent contractor selected by Tenant and approved by
Landlord in Landlord's reasonable discretion. Landlord reserves the right (i) to
make emergency  repairs to any such Tenant's system without Notice,  at Tenant's
expense,  and (ii) to require  changes to be made by Tenant to any such Tenant's
system if the operation  thereof  adversely  affects,  in Landlord's  reasonable
opinion,  the  Building's  systems  provided such changes will not  unreasonably
prevent  Tenant from  conducting  its usual and  customary  business  within the
Premises.  Tenant shall pay  Landlord  for the cost of any repairs  performed by
Landlord  pursuant to this Section 11.2(b) within thirty (30) days of receipt of
an invoice  therefor.  Tenant  shall have no access to Building  systems  unless
Landlord shall consent thereto.

          (c) No liability of Landlord to Tenant shall accrue under this Section
unless and until  Tenant has given  Notice to Landlord of the  necessity  of any
specific  repair  for which  Landlord  has agreed to be  responsible  under this
Lease,  and a sufficient time has elapsed in which to make such repair with same
not being performed.  In no event shall any failure by Landlord to make any such
repairs  give to Tenant any right to make such  repairs or  withhold  payment of
Base Rent or Additional  Rent or to offset any costs  incurred by Tenant against
any payment of Base Rent or Additional Rent.

          12. ALTERATIONS BY TENANT.

          12.1  Tenant  shall  not make or  perform  or  permit  the  making  or
performance of any alterations,  additions,  installations or improvements to or
removals from  (collectively,  "Alterations")  the Premises  without  Landlord's
prior written consent. Landlord agrees not to unreasonably withhold or delay its
consent  to  non-structural   Alterations   provided  the  same,  in  Landlord's
reasonable opinion, do not adversely affect Building systems (including, without
limitation, utility, life safety, electrical, plumbing and sewage lines and HVAC
systems)  and will not result in any  increase  in  Operating  Expenses  (unless
Tenant  agrees in writing  to pay for any such  increase).  Notwithstanding  the
foregoing,  Tenant shall be permitted to make decorative  Alterations (including
painting,   carpeting,   wiring   (within  the  Premises  only)  for  computers,
telecommunication   systems,  and  removable  secretarial  stations  and  filing
systems) without  Landlord's  consent so long as (i) Tenant provides Landlord at
least twenty (20) days prior Notice of such  Alterations  specifying the type of
Alterations to be performed  (and Tenant agrees to provide all other  additional
information regarding such Alterations  reasonably requested by Landlord),  (ii)
such  Alterations will not result in any increase in Operating  Expenses,  (iii)
such  Alterations  do not affect any  Building  systems or the  exterior  of the
Building  (either  structurally or in appearance) and (iv) the aggregate cost of
such  Alterations  (in each  instance)  does not exceed  $500,000.  Tenant shall
furnish  Landlord  with  plans  and   specifications   for  any   non-structural
alterations  prior to Tenant's  commencement of the construction or installation
of the same.  Any  structural  Alterations  requested  by Tenant and approved by
Landlord shall be performed by Landlord, at Tenant's expense,  provided the same
do not  materially  affect  Building  systems  (including,  without  limitation,
utility,  life safety,  electrical,  plumbing and sewage lines and HVAC systems)
and will not result in any increase in Operating  Expenses (unless Tenant agrees
in  writing  to pay for any such  increase).  Tenant  shall  request  in writing
Landlord's  written consent not less than thirty (30) days prior to the proposed
commencement of the construction of such structural  Alterations,  which written
request shall be accompanied by plans and specifications (prepared by a licensed
structural  engineer  reasonably  acceptable  to Landlord)  for such  structural
Alterations,  which plans and specifications shall be subject to the approval of
Landlord.  Landlord's  granting  of consent  to  structural  Alterations  may be
conditioned  on a requirement  that Tenant (x) deposit with  Landlord,  prior to
Landlord's commencement of installation of any such structural Alterations,  the
cost, or a portion of the cost, of such installation, as determined by Landlord,
and (y) on or prior to the Expiration Date or earlier termination of this Lease,
arrange with Landlord for the removal,  at Tenant's  expense,  of the structural
Alteration  installed and the restoration of the Premises to its condition prior
to the  construction  of  such  structural  Alteration.  Tenant  shall  pay,  as
Additional  Rent, for the installation of such structural  Alteration,  together
with costs  incurred by  Landlord in its review of the plans and  specifications
therefor, within ten (10) days after its receipt of an invoice therefor.


          12.2 In the event  that in  connection  with any  Alteration  (whether
structural or  non-structural),  installation of any wires,  conduits,  pipes or
mechanical  equipment  outside the  Premises is required,  Tenant shall  request
Landlord's  consent  therefor  not  less  than  twenty  (20)  days  prior to the
commencement  of the  construction of such  Alterations,  which consent shall be
accompanied by plans and  specifications to be reviewed and approved by Landlord
showing the location of such wires,  conduits,  pipes or  mechanical  equipment.
Without  limiting  the reasons for the  granting  or  withholding  of consent by
Landlord,  Landlord may  withhold  such  consent if in  Landlord's  opinion such
installation  will adversely  affect Building  systems or will cause or create a
hazardous condition or entail excessive or unreasonable alterations,  repairs or
expense, or interfere with or disturb other tenants. Tenant may not connect into
any pipes,  shafts or  conduits  without  Landlord's  written  permission  which
consent shall not be unreasonably  withheld or delayed. The installation of such
wires, conduits, pipes or mechanical equipment shall be performed by Landlord at
Tenant's  expense,  and Tenant shall pay for the same, as Additional Rent, along
with costs  incurred by  Landlord in its review of the plans and  specifications
therefor, within thirty (30) days after its receipt of an invoice therefor.


          12.3 All  non-structural  Alterations  performed  by or on  behalf  of
Tenant pursuant to Section 12.1 shall be done in a good and  workmanlike  manner
by  Approved  Contractors  and in  accordance  with all Legal  Requirements  and
Insurance  Requirements.  The Approved Contractors are hereby deemed approved by
Landlord for the performance of non-structural  Alterations,  provided, however,
that in the  event  Landlord  determines  that the  employment  of any  Approved
Contractor  may,  or during the course of its  prosecution  of a  non-structural
Alteration  or any other  work for or on behalf  of Tenant  (including,  without
limitation,  Tenant's Work) does,  interfere with construction  performed by, or
causes any conflict or labor dispute with, any other  contractor,  subcontractor
or other party  engaged in the  construction,  maintenance  or  operation of the
Building,  Tenant shall select another  Approved  Contractor and shall cause the
Approved  Contractor  being  replaced  to  promptly  remove  its  equipment  and
personnel from the Building.  Landlord  hereby  expressly  reserves the right to
require the deletion of contractors and subcontractors from the list of Approved
Contractors  for cause or if such  contractors or  subcontractors  are or become
known to be a probable cause of a labor dispute  relating to the Building or the
Premises  or in the event any such  Approved  Contractor  changes  its nature or
method of operation to an extent  which is  reasonably  deemed by Landlord to be
inconsistent  with  the  then  standards  of the  Building.  Subject  to the two
immediately  preceding sentences,  Tenant may add contractors and subcontractors
to the list of Approved Contractors with Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed. Tenant shall, at Tenant's
expense,  before  making any  Alterations,  obtain all  permits,  approvals  and
certificates  required  by  any  Governmental  Authority  and  (upon  completion
thereof)  certificates of occupancy and any other certificates of final approval
thereof  and shall  promptly  deliver  copies  of such  permits,  approvals  and
certificates to Landlord. In addition,  Tenant shall provide Landlord,  prior to
the commencement of any Alterations,  with certificates  evidencing  appropriate
builder's risk,  liability and worker's  compensation  insurance coverage during
the  prosecution  of any such  Alterations  in amounts set forth in the Building
Standards or such higher  amounts  reasonably  deemed  appropriate  by Landlord.
Landlord  shall,  upon  Tenant's  request  and at Tenant's  expense,  furnish or
execute promptly any documents,  information,  consents or other materials which
are  necessary or desirable in connection  with  Tenant's  efforts to obtain any
license or permit for the making of any Alterations.

          12.4 Any and all Alterations  made by or on behalf of Tenant in, to or
upon the Premises as well as any  fixtures  installed on the Premises by Tenant,
shall, upon such installation,  become the property of Landlord and shall remain
upon and be surrendered with the Premises unless  Landlord,  by Notice to Tenant
no  later  than  thirty  (30)  days  prior to the  Expiration  Date,  elects  to
relinquish Landlord's right thereto and to have them removed by Tenant, in which
event  the same  shall be  removed  from the  Premises  by  Tenant  prior to the
Expiration Date, at Tenant's expense. Landlord may condition the removal of same
upon  Tenant  making a deposit  with  Landlord  to insure  compliance  with this
Section.  Nothing in this Section 12.4 shall be construed to give Landlord title
to or to prevent Tenant's removal of trade fixtures or moveable office furniture
or  equipment,  but upon  removal of any of the same from the  Premises  or upon
removal of other  Alterations  as may be  required  by  Landlord,  Tenant  shall
immediately and at its expense repair any damage to the Building or the Premises
caused by such removal,  except  structural  damage,  which shall be repaired by
Landlord  at  Tenant's  expense.  All  Alterations  permitted  or required to be
removed by Tenant  remaining in the Premises  after the end of the Term shall be
deemed  abandoned  and may, at the election of  Landlord,  either be retained as
Landlord's  property  or removed  from the  Premises  by  Landlord,  at Tenant's
expense.  Notwithstanding  anything herein to the contrary,  Tenant shall not be
required to remove any standard office fixture in the Premises on the Expiration
Date or earlier  termination of the Term of this Lease unless  Landlord  informs
Tenant at the time of installation (provided that, with respect to any item, the
installation of which requires Landlord's consent hereunder, Tenant has informed
Landlord of the item being so  installed)  of any such office  fixture that such
fixture must be removed on the  Expiration  Date or earlier  termination  of the
Term;  provided,  that,  Landlord may require Tenant to remove all  non-standard
installations  (including,  but not limited to, raised flooring,  vaults,  floor
cuts and cuts in the  exterior  skin of the  Building)  in the  Premises  on the
Expiration Date or earlier  termination of the Term of this Lease whether or not
Landlord  informed  Tenant that Tenant must remove such items on the  Expiration
Date or  earlier  termination  of the Term at the time of  installation  of such
items.


          12.5  Tenant,  at  its  expense  and  with  reasonable  diligence  and
dispatch,  shall  procure  the  cancellation  or  discharge  of all  notices  of
violation or lien arising from or in  connection  with any  Alterations,  or any
other work, labor,  services or materials done for or supplied to Tenant, or any
person  claiming by,  through or under Tenant,  which shall not be the result of
any act, omission or negligence of Landlord or its agents,  servants,  employees
or  contractors.   Tenant  shall  promptly   provide  Landlord  with  copies  of
cancellation,  discharge,  release  or  satisfaction  of  any  such  notices  of
violations  or liens.  Tenant  shall have no  authority  to create any liens for
labor or  materials  on or  against  the Land,  the Unit,  the  Building  or the
Premises.  Tenant may contest the validity of any lien filed  against  Landlord,
the Land, the Unit, the Building or the Premises for any work,  labor,  services
or materials  claimed to have been  performed  for or furnished to Tenant or any
person or entity  holding the  Premises or any  portion  thereof by,  through or
under Tenant, provided Tenant, prior to instituting such contest, (x) causes any
such lien to be  discharged,  bonded or removed by deposit or  otherwise  within
thirty (30) days after Tenant receives Notice from Landlord of the filing of the
same and (y)  delivers to  Landlord a copy of the bond or other  evidence of the
discharge or removal.

          12.6  The  performance  of  any  Alterations,  whether  structural  or
non-structural,  by or on behalf of Tenant shall be subject to the provisions of
Section 18.3.

          12.7 Notwithstanding anything herein to the contrary, Landlord and any
Landlord  affiliate  shall have the right to bid to perform any  Alterations and
Tenant  agrees to timely  notify  Landlord of the bid process  (provided,  that,
Tenant shall not be obligated to accept  Landlord's  or  Landlord's  affiliate's
bid) .

          12.8  Tenant's  obligations  under  this  Article  shall  survive  the
expiration or earlier termination of this Lease.

             13.   INSPECTIONS

          13.1 Landlord may enter the Premises during Business Hours upon twenty
four (24)  hours  verbal  notice to Tenant to  inspect  the  Premises  to insure
compliance  with the provisions of this Lease so long as Landlord is accompanied
by a representative  of Tenant (except in the event of an emergency as set forth
below).  In the  event  Landlord  reasonably  determines  that  Tenant is not in
compliance  with any provision of this Lease,  Landlord shall give Tenant Notice
of such  noncompliance  and Tenant  shall,  at Tenant's  sole cost and  expense,
promptly  comply with the provisions of this Lease. In the event Tenant fails to
promptly comply with such Notice,  Landlord,  at Tenant's sole cost and expense,
shall have right,  but not the  obligation,  to take such steps as  necessary to
cause the  Premises to comply with this Lease and Tenant  shall pay the costs of
compliance,  as Additional Rent,  within thirty (30) days after its receipt of a
invoice therefor. Landlord shall have the additional right to enter the Premises
at any time in the event of an  emergency  and shall only be required to provide
Tenant with prior telephonic notice provided such notice is reasonable under the
circumstances.

          13.2 In no event  shall the failure of Landlord to take steps to cause
compliance  give way to any  liability on the part of Landlord.  Tenant shall be
solely  responsible for any liability  arising by reason of Tenant's  failure to
comply with the provisions of this Lease.

          14. SIGNS

          14.1 Tenant,  at Tenant's sole cost and expense,  shall have the right
to install or erect such interior signs as Tenant deems necessary or appropriate
in or on the Premises  including  the  elevator  lobby on the floor in which the
Premises is located,  provided the same are in keeping with  first-class  office
signage.  Tenant shall also have the right to install in the public  corridor of
the floors on which the Premises are located,  signs ("Tenant's Corridor Signs")
bearing  Tenant's name and/or logo  (provided,  that,  Tenant's  subtenant's and
assigns must have their corridor signs  pre-approved  by Landlord,  such consent
not to be unreasonably  withheld or delayed).  The location,  specifications and
design of Tenant's Corridor Signs shall be subject to the prior written approval
of Landlord,  which approval shall not be unreasonably  withheld or delayed, and
which  shall  be  compatible  (in  terms  of  size,   quality  of  material  and
craftsmanship) with any other tenant signs in the Building

          14.2 Any signs  installed  or erected by or for  Tenant  shall  remain
Tenant's  property,  shall be maintained by Tenant at Tenant's expense and shall
be removed by Tenant at the expiration or earlier termination of this Lease, and
Tenant shall repair any damage caused by such removal.  Tenant shall procure and
pay for all governmental permits required for the installation of any sign in or
on the Premises and (and Landlord  agrees to provide  reasonable  cooperation in
obtaining  the same) provide  Landlord with copies of all such permits  promptly
upon Tenant's receipt of the same.

          14.3  Tenant's  installation,  maintenance  and  removal  of  Tenant's
Corridor Signs shall be subject to the provisions of Section 18.3.

          15. BUILDING DIRECTORY

          15.1  Landlord  shall  maintain,  or exercise all rights  available to
Landlord  under the  Condominium  Documents  to cause the Board of  Managers  to
maintain, a directory (physical or computerized) board in the ground floor lobby
of the Building  containing  the name of Tenant.  The cost of  maintaining  such
directory  board or  computerized  directory  shall  be  included  in  Operating
Expenses.  Tenant (and Tenant's employees, as requested from time to time) shall
have the right to use the number of spaces or slots in  proportion  to  Tenant's
pro-rata share of the Building.

          16. INSURANCE; WAIVER OF SUBROGATION

          16.1 Tenant shall  maintain,  and shall cause any of its subtenants to
maintain,  for the benefit of, and name as an additional insured,  Landlord, the
ground  lessor  under the Ground  Lease,  the  managing  agent of the Unit,  the
managing agent of the Building and the Common  Elements,  the Board of Managers,
the  owners  of any  other  condominium  units  in the  Building,  any  Superior
Landlord, any Superior Mortgagee, the Building management entity, and Tenant, as
their  interests may appear,  (a) public  liability  insurance with a broad form
commercial  liability  endorsement,  including  contractual  liability insurance
covering Tenant's  indemnity  obligations  hereunder,  against claims for death,
personal injury and property  damage,  occurring upon, in or about the Premises;
such  insurance  shall be  carried  in a minimum  amount of not less than  Three
Million  ($3,000,000.00) Dollars for bodily injury or death to any one person or
any number of persons or property damage in any one occurrence with an aggregate
limit of not less than Five Million ($5,000,000)  Dollars; (b) insurance against
loss or damage by fire, and such other risks and hazards as are insurable  under
then available  standard tenant forms of fire insurance policies with "all risk"
extended  coverage,  to Tenant's  Work,  any  Alterations  installed  by Tenant,
Tenant's  Furnishings  and  Tenant's  other  personal  property,  for  the  full
replacement  cost thereof;  (c) during such time as Tenant shall be constructing
any Alterations,  builder's risk insurance,  completed value form,  covering all
physical  loss and other  costs and  expenses  (including,  without  limitation,
architectural  and  engineering  costs,  general  contractor  overhead,  project
management  expenses and legal fees)  incurred in  connection  therewith,  in an
amount reasonably  satisfactory to Landlord; (d) worker's compensation insurance
covering Tenant's  employees,  including  employer liability with a limit of not
less than  $500,000  per  occurrence  or such  higher  amount as is  required by
applicable  Legal   Requirements  and  Insurance   Requirements;   (e)  business
interruption insurance in twelve (12) month intervals in an amount sufficient to
pay Base Rent,  Tenant's Tax Payment and Tenant's Operating  Payment;  (f) plate
glass  insurance and (g) such other coverage as Landlord may reasonably  require
with respect to the Premises, its use and occupancy and the conduct or operation
of business therein.  Certificates of insurance,  showing that such insurance is
in force and will not be  cancelled  without  thirty  (30) days'  prior  written
notice to Landlord  and the Board of  Managers  shall be  furnished  to Landlord
prior to Tenant's  entering the Premises  for the purpose of  installing  Tenant
Work or Tenant's  Furnishings.  Thereafter,  certificates showing renewal of, or
substitution  for, policies which expire shall be furnished not less than thirty
(30) days prior to the  expiration  of each  policy.  Tenant's  coverage  may be
effected by blanket  policies  covering  the Premises  and other  properties  of
Tenant.

          16.2 All insurance required to be maintained by Tenant hereunder shall
be written in form and  substance  reasonably  satisfactory  to  Landlord  by an
insurance   company  with  an  A.M.   Best's  rating  of  at  least  A-  with  a
capitalization  of at least  A-VIII  licensed to do business in the State of New
York, which shall be reasonably satisfactory to Landlord. Upon failure of Tenant
to procure, maintain and pay all premiums therefor, Landlord may, at its option,
do so, and Tenant  agrees to pay the cost  thereof to  Landlord,  as  Additional
Rent, within thirty (30) days after Tenant's receipt of an invoice therefor.


          16.3  Neither  Landlord  nor Tenant shall be liable to the other or to
any insurance  company (by way of subrogation  or otherwise)  insuring the other
party for any loss or damage to the Unit, Building, the Premises or any tangible
property of either party, or any resulting loss of income, even though such loss
or damage  might have been  occasioned  by the  negligence  of such  party,  its
employees  or  agents,  if any such  loss or  damage  is  covered  by  insurance
benefiting the party suffering such loss or damage or was required to be covered
by insurance  pursuant to this Lease.  Throughout the Term, each party agrees to
use its best efforts to include in each of its insurance policies required under
this Article 16 a waiver of the insurer's right of subrogation against the other
party;  or if such waiver should be unobtainable  or  unenforceable,  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.  If such waiver or agreement shall not be
obtainable  without  additional  charge,  the insured  party shall so notify the
other party promptly and, if the other party shall pay the insurer's  additional
charge therefor, such waiver or agreement shall be included in the policy.

          16.4 So long as Landlord's fire insurance  policies include the waiver
of  subrogation or agreement to release  liability  referred to in Section 16.4,
Landlord,  to the extent  that such  insurance  is in force and is  collectible,
hereby waives any right of recovery  against Tenant,  any of its subtenants,  or
any of its employees, agents, contractors, occupants, licensees or invitees, for
any loss  occasioned  by fire or other  casualty.  In the event that at any time
Landlord's fire insurance  carriers shall not include such or similar provisions
in Landlord's  policies,  the waiver set forth in the foregoing  sentence,  upon
prior Notice given by Landlord to Tenant, shall be of no further force or effect
from and after the giving of such Notice. Landlord's failure to give such Notice
shall not result in any liability of Landlord to Tenant.  During any period that
the foregoing waiver of the right of recovery is in effect,  Landlord shall look
solely to the  proceeds of such  policies to  compensate  Landlord  for any loss
occasioned by any insured casualty.


          16.5 So long as Tenant's fire insurance policies include the waiver of
subrogation  or  agreement or  permission  to release  liability  referred to in
Section  16.4,  Tenant,  to the  extent  that  such  insurance  is in force  and
collectible,  hereby  waives,  and  agrees to cause all other  occupants  of the
Premises to execute and deliver to Landlord  instruments  waiving,  any right of
recovery  against  Landlord,  the  ground  lessor  under the Ground  Lease,  the
managing  agent of the Unit,  the managing  agent of the Building and the Common
Elements,  the Board of Managers,  the owners of any other  condominium units in
the  Building,  any  Superior  Landlord,  any Superior  Mortgagee,  the Building
management entity and any of their respective employees,  agents or contractors,
for any loss occasioned by fire or other insured casualty.  In the event that at
any time  Tenant's  fire  insurance  carriers  shall not include  such waiver or
similar provisions in Tenant's  policies,  the waiver set forth in the foregoing
sentence, upon prior Notice given by Tenant to Landlord,  shall be of no further
force or effect  with  respect to any  insured  risks under such policy from and
after  the  giving of such  Notice,  or in the case  such  insurer  shall not be
willing to grant such waiver for all of the required parties,  such waiver shall
be of no force or effect with respect only to the required  parties not included
in such waiver. During any period that the foregoing waiver of right of recovery
is in effect,  Tenant, or any other occupant of the Premises,  shall look solely
to the proceeds of such policies to compensate Tenant or such other occupant for
any loss occasioned by an insured casualty.

          16.6 Except to the extent expressly  provided in Section 16.4, nothing
contained in this Lease shall relieve  Tenant of any liability to Landlord or to
its  insurance  carriers or any other  party which  Tenant may have under law or
pursuant  to the  provisions  of this  Lease,  by  reason  of any  damage to the
Premises, the Unit or the Building by fire or other casualty.

          17. TENANT'S EQUIPMENT.

          17.1  Tenant  shall not install  any  equipment  of any kind or nature
whatsoever  in  the  Premises  which  will  or  may   necessitate  any  changes,
replacements or additions to, or in the electrical capacity or existing capacity
of, the water system, heating system,  plumbing system, air conditioning system,
life safety system or any other system of the Premises, Unit and/or the Building
without first obtaining the prior written consent of Landlord, which consent may
be subject to, among other things  Tenant's  compliance  with the  provisions of
Section 8.6 and Articles 11 and 12 of this Lease.  If Tenant  installs  business
machines   and/or   mechanical   equipment   which  cause  noise  or   vibration
objectionable  to other  tenants of the  Building  or which are,  in  Landlord's
reasonable judgment,  harmful to the Premises, then Tenant, at Tenant's expense,
shall  promptly  install and maintain  noise or vibration  eliminators  or other
devices sufficient to eliminate such noise and vibration.  Landlord reserves the
right to inspect the Premises to insure compliance with this Section.


          17.2 Landlord  shall have the right to approve the weight and position
of safes and other heavy  equipment or  fixtures,  which  shall,  if  reasonably
considered necessary by the Landlord,  stand on weight distribution platforms or
like devices  approved in advance by  Landlord.  Landlord's  approval  under the
preceding  sentence shall not be unreasonably  withheld or delayed  provided any
such safes and other heavy  equipment  or  fixtures  will not exceed the maximum
floor load of the floor in question after such weight  distribution  platform or
like device is  installed.  Any and all  non-structural  damage or injury to the
Premises caused by moving the property of Tenant into or out of the Premises, or
due to the same being on the  Premises,  shall be  repaired  by, and at the sole
cost of,  Tenant.  All  structural  damage or injury to the  Premises  caused by
moving such property  into or out of the  Premises,  or due to the same being on
the Premises,  shall be repaired by Landlord,  at Tenant's  expense,  and Tenant
shall pay for the same,  as  Additional  Rent,  within  ten (10) days  after its
receipt of an invoice therefor.

          17.3 No furniture,  equipment or other bulky matter of any description
will be received into the Premises or carried in the passenger  elevators except
as approved by  Landlord,  and all such  furniture,  equipment,  and other bulky
matter shall be delivered only by way of the freight  elevators  during Business
Hours subject to the availability of the freight elevators.  In the event Tenant
requests  overtime service in accordance with the provisions of this Lease, such
overtime  service shall be at Tenant's sole cost and expense in accordance  with
the  provisions of this Lease.  All movement of  furniture,  equipment and other
materials outside the Premises shall be at Tenant's expense and under the direct
control and supervision of Landlord who shall,  however,  not be responsible for
any damage to or charges for moving the same.  Tenant  shall pay for  Landlord's
supervision,  as Additional  Rent,  within ten (10) days after its receipt of an
invoice  therefor.  Tenant shall promptly remove from the sidewalks  adjacent to
the Building any of the Tenant's  furniture,  equipment or other  material there
delivered or deposited.

          18. NON-LIABILITY AND INDEMNIFICATION.

          18.1 Neither Landlord,  the Board of Managers,  the managing agents of
the Unit, the Building and the Common Elements, any Superior Mortgagee, Superior
Landlord nor its or their respective agents, employees,  contractors,  officers,
directors,  shareholders,  members,  partners,  partners of such  partners,  and
principals   (disclosed  or  undisclosed)  and  their   respective   mortgagees,
successors and assigns (collectively, the "Landlord Parties") shall be liable to
Tenant for, and Tenant shall save and hold the Landlord  Parties  harmless  from
and shall indemnify such parties against,  any loss,  liability,  claim, damage,
expense (including  reasonable  attorneys' fees and  disbursements),  penalty or
fine  incurred in  connection  with or arising from the Premises or by reason of
Tenant's  or  any  other  occupant's  use  of the  Premises  including,  without
limitation,  any  injury to Tenant,  Tenant's  agents,  employees,  contractors,
invitees or licensees  or any other  occupant of the  Premises,  or to any other
person or for any damage to, or loss (by theft or  otherwise) of any of Tenant's
property or of the property of any other  person,  irrespective  of the cause of
such  injury,  damage  or loss  unless  due to the  negligence  of  Landlord  or
Landlord's  agents,  its  employees,  contractors,  invitees or  licensees.  Any
Building  employee to whom any  property  shall be  entrusted by or on behalf of
Tenant  shall be acting as Tenant's  agent with  respect to such  property,  and
neither  Landlord,  the  Board of  Managers,  the  managing  agent of the  Unit,
Building or Common Elements, nor their respective agents shall be liable for any
loss or damage to any such property.

          18.2  Neither  any  (a)  performance  by any  or  all of the  Landlord
Parties,  Tenant or others of any  repairs  or  improvements  in or to the Land,
Building  or  Premises,  (b)  failure of any or all of the  Landlord  Parties or
others to make any such  repairs or  improvements,  (c) damage to the Unit,  the
Building  equipment,  Premises or Tenant's personal property,  (d) injury to any
persons, caused by other tenants or persons in the Building, or by operations in
the  construction of any private,  public or quasi-public  work, or by any other
cause,  (e) latent  defect in the Unit,  the  Building,  Building  equipment  or
Premises,  (f) temporary or permanent  covering or bricking up of any windows of
the Premises for any reason whatsoever including, without limitation, any or all
of the  Landlord  Parties'  own acts,  any Legal  Requirement  or any  Insurance
Requirement,  nor (g)  inconvenience  or  annoyance  to  Tenant  or injury to or
interruption of Tenant's  business by reason of any of the events or occurrences
referred to in the  foregoing  subdivisions  (a)  through  (f) shall  impose any
liability on any or all of the Landlord  Parties to Tenant,  any occupant or any
third  party  claiming  by,  through or under  Tenant;  provided,  that,  Tenant
reserves the right to demand that Landlord correct,  at Landlord's sole cost and
expense,  any latent  defects in the Unit or the Premises to the extent the same
adversely  affect Tenant's use and occupancy of the Premises for Tenant's normal
business operations.  Landlord, to the extent that Landlord agrees with the need
for such repair (to the extent that Landlord  disagrees  with such request,  the
matter shall be settled by  arbitration  in accordance  with Article 35 hereof),
shall  commence such repair or exercise all rights  available to Landlord  under
the  Condominium  Documents  to cause the Board of  Managers  to  commence  such
repair,  within thirty (30) days of request  therefor.  Landlord or the Board of
Managers, in making any repairs,  alterations or improvements  hereunder,  shall
prosecute the same  utilizing such  reasonable  methods in order to minimize any
disruption  to  Tenant's  use of the  Premises  or the  conduct of its  business
therein.  In no event,  however,  shall any or all of the  Landlord  Parties  be
liable  for injury or damage to Tenant or its  property  unless  such  injury or
damage  is  caused  by the  negligence  of any or all of the  Landlord  Parties.
Notwithstanding anything herein to the contrary, except as set forth in Sections
23 and 24 hereof,  to the extent  that any  disruption  of  Building  service is
caused by parties other than Tenant or Tenant's agents, employees,  contractors,
invitees or licensees,  and such  disruption  results in the cessation of any or
all  services  to the  Premises  or a portion  thereof,  and Tenant is unable to
conduct its business  within the Premises,  or the portion  thereof so affected:
(i) for five (5) consecutive  Business Days or more, Tenant shall be entitled to
an abatement of Base Rent and Additional Rent for the portion of the Premises so
affected  commencing on the sixth (6th) Business Day following such cessation of
services  and  continuing  until such  services  are  restored  and (ii) for one
hundred  twenty  (120)  consecutive  calendar  days,  then Tenant shall have the
option to cancel and terminate this Lease. In no event, however,  shall Landlord
be liable for injury or damage to Tenant or its  property  unless such injury or
damage is caused by the  intentional  acts or gross  negligence  of  Landlord or
Landlord's  agents,  its  employees,  contractors,  invitees  or  licensees.  No
representation is made that the  communications or security systems,  devices or
procedures  of the Unit or the Building  will be effective to prevent  injury to
Tenant or any other person or damage to, or loss (by theft or  otherwise) of any
of  Tenant's  personal  property or the  property of any other  person and in no
event shall any of the  Landlord  Parties be liable to Tenant for any failure of
Tenant's computer,  telecommunications  or data base systems.  Landlord reserves
the right to discontinue or modify such  communications  or security  systems or
procedures  without  liability  so long as Landlord  shall  continue to maintain
communications  or  security  systems  comparable  to  those  of  Class A office
buildings in Downtown Manhattan.


          18.3 Tenant hereby  indemnifies the Landlord Parties against liability
or  expense  (including   reasonable   attorneys'  fees  and  disbursements)  in
connection with or arising from (i) (a) any default by Tenant in the performance
of any  provisions  of this Lease,  and/or (b) the use or occupancy or manner of
use or occupancy of the Premises by Tenant or any person claiming by, through or
under Tenant,  and/or (c) claims for death,  personal  injury or property damage
arising out of the acts,  omissions or negligence of Tenant, or the contractors,
agents,  employees,  invitees  or  licensees  of Tenant in  connection  with the
performance of any Alterations or any other work,  labor,  services or materials
done for or supplied to Tenant, including, without limitation, the installation,
maintenance  (or failure to  maintain)  or removal of Tenant's  Corridor  Signs,
and/or (d) any acts,  omissions or negligence  of Tenant or any such person,  or
the contractors,  agents, employees, invitees or licensees of Tenant or any such
person,  in or about the  Premises,  the Unit or the  Building  either prior to,
during or after the  expiration  of the Term,  and (ii) claims  arising from any
notices of violation or mechanic's  liens arising from or in connection with the
performance of any Alterations or any other work,  labor,  services or materials
done for or supplied to Tenant, including, without limitation, the installation,
maintenance  (or failure to  maintain)  or removal of Tenant's  Corridor  Signs;
provided,  however,  (a) Landlord  agrees to give Tenant prompt  written  notice
after Landlord receives actual knowledge of any action, suit or proceeding based
in whole or in part on the foregoing, (b) Tenant shall have the right to control
the defense of any such action,  suit or  proceeding  to the extent  relating to
claims  with  respect to which  Landlord  may assert  rights of  indemnification
pursuant to this  Section  18.3,  without  prejudice to Tenant's  obligation  to
remove  all  mechanic's   liens  and  (c)  Landlord  shall  provide   reasonable
cooperation,  at  Tenant's  sole cost and  expense,  to  Tenant,  as Tenant  may
request,  in connection with any such action or proceeding.  If any action, suit
or  proceeding  arising from any of the foregoing is brought  against  Landlord,
Tenant will resist and defend such action,  suit or proceeding or cause the same
to be resisted and defended by counsel designated by Tenant (which counsel shall
be  reasonably   satisfactory   to  Landlord,   such  counsel  shall  be  deemed
satisfactory  to  Landlord if Landlord  fails to object to such  counsel  within
fifteen (15) days after receipt of Notice thereof from Tenant), unless, due to a
conflict of interest,  Landlord  requires such action,  suit or proceeding to be
resisted and defended by counsel of its own selection and is represented by such
counsel  (in which case  Tenant  shall be liable for the  payment of  Landlord's
reasonable  attorney's fee). If and to the extent that the foregoing  provisions
of this Section 18.3 may be unenforceable  for any reason,  Tenant hereby agrees
to make the  maximum  contribution  to payment and  satisfaction  of each of the
indemnified liabilities which is permissible under applicable law.

          18.4 Tenant shall pay to Landlord, as Additional Rent, within ten (10)
days  after  written  demand  therefor,  sums  equal  to all  losses  and  other
liabilities  referred to in Section 18.3.  The  obligations of Tenant under this
Article 18 shall survive the expiration or earlier termination of this Lease.

          19. ASSIGNMENT AND SUBLETTING.


          19.1  Neither  this Lease nor any part  hereof,  nor the  interest  of
Tenant  thereunder,  shall,  by  operation  of law or  otherwise,  be  assigned,
mortgaged,  pledged,  encumbered,  sublet or  otherwise  transferred  by Tenant,
Tenant's  legal  representatives  or  successors  in  interest,  and neither the
Premises nor any part thereof shall be encumbered in any manner by reason of any
act or  omission  on the part of  Tenant,  or anyone  claiming  under or through
Tenant, or shall be sublet or be used,  occupied,  or utilized for desk space or
for mailing  privileges  by anyone other than Tenant,  without the prior written
consent of Landlord in each  instance,  which consent shall not be  unreasonably
withheld or delayed as  hereinafter  provided.  Except for a sale or transfer of
stock in a public stock market (so long as the intent of such transfer is not to
circumvent any of the terms, covenants or conditions of this Lease) or a sale or
transfer to a Related Corporation,  a transfer of fifty percent (50%) or more in
interest of Tenant or a transfer of fifty  percent  (50%) or more in interest in
the controlling  general  partner,  any partner  holding a majority  interest in
Tenant or majority  stockholder of Tenant  (whether such transfers are through a
single  transaction or a series of transactions  and whether stock,  partnership
interest,  or  otherwise)  by any  party(s)  in  interest  shall  be  deemed  an
assignment of this Lease.


          19.2 If this Lease be  assigned,  whether or not in  violation  of the
terms of this  Lease,  Landlord  may  collect  rent  from the  assignee.  If the
Premises or any part  thereof be sublet or be used or occupied by anybody  other
than  Tenant,  whether or not in violation of this Lease,  Landlord  may,  after
default by Tenant and expiration of Tenant's time to cure such default,  if any,
collect rent from the subtenant or occupant. In either event, Landlord may apply
the net  amount  collected  to the  rent  herein  reserved,  but no  assignment,
subletting,  occupancy,  or collection or  application of rent shall be deemed a
waiver of any of the  provisions  of  Section  19.1,  or the  acceptance  of the
assignee,  subtenant, or occupant as a tenant, or be deemed to relieve,  impair,
release,  or discharge  Tenant of its obligations  fully to perform the terms of
this Lease on  Tenant's  part to be  performed.  The  consent by  Landlord to an
assignment,  transfer,  encumbering  or subletting  pursuant to any provision of
this Lease  shall not in any way be deemed  consent  to, or be deemed to relieve
Tenant  from  obtaining  Landlord's  written  consent  to,  any other or further
assignment, transfer, encumbering or subletting. References in this Lease to use
or  occupancy by anyone other than Tenant  shall  include,  without  limitation,
subtenants,  licensees and others  claiming under Tenant or under any subtenant,
immediately  or  remotely.  The listing of any name other than that of Tenant on
any door of the Premises or on any directory or in any elevator in the Building,
or  otherwise,  shall not  operate  to vest in the  person so named any right or
interest in this Lease or the Premises, or be deemed to constitute,  or serve as
a substitute for, any consent of Landlord required under this Article, and it is
understood  that any such  listing  shall  constitute  a  privilege  extended by
Landlord,  revocable at  Landlord's  will by Notice to Tenant.  Tenant agrees to
pay,  as  Additional  Rent,  within ten (10) days after  Tenant's  receipt of an
invoice  therefor,  Landlord  attorneys'  fees  and  disbursements  incurred  by
Landlord in connection with any proposed  assignment or sublease,  including the
costs of making  investigations as to the acceptability of a proposed  subtenant
or assignee.

          19.3 In the  event  that at any time or from time to time  during  the
Term, Tenant shall desire to sublet all or part of the Premises,  in whole or in
part,  Tenant shall submit to Landlord a written request for Landlord's  consent
("Request  for Consent") to such  subletting,  which request shall contain or be
accompanied  by the  following  information:  (i) the  name and  address  of the
proposed subtenant; (ii) a description identifying the space to be sublet; (iii)
the terms  and  conditions  of the  proposed  subletting;  (iv) the  nature  and
character of the business of the proposed  subtenant  and of its proposed use of
the  demised  premises;  and (v)  current  financial  information  and any other
information  as Landlord  may  reasonably  request  with respect to the proposed
subtenant.


          19.4 (a) In the event that at any time during the Term Tenant  desires
to assign its entire interest in this Lease, Tenant:

          (i)  shall  submit to  Landlord  a Notice  setting  forth the name and
address of the proposed  assignee and a detailed  description  of such  person's
business,  character and financial references (including its most recent balance
sheet and  income  statements  certified  by its chief  financial  officer  or a
certified public accountant),  and any other information reasonably requested by
Landlord; and

          (ii) shall submit to Landlord  (a) the material  terms of the proposed
assignment,  (c) an agreement by Tenant to indemnify  Landlord against liability
resulting from any claims that in connection with the proposed assignment may be
made against  Landlord by any brokers or other persons  claiming a commission or
similar  compensation  and (c) a copy of the term sheet for such assignment and,
if same has been prepared, a copy of the proposed assignment.

          (b) Tenant may at any time during the Term assign this Lease,  subject
to  Landlord's  consent,  which consent  shall not be  unreasonably  withheld or
delayed, provided, however, Landlord's consent shall not be required if Tenant's
assignment is to a Related  Corporation  or as set forth in Section 19.5 hereof,
and,  provided  further,  that under no circumstances  shall any such assignment
relieve Tenant from the  performance of any of Tenant's  obligations  under this
Lease,  except as otherwise approved by Landlord in writing,  and subject to the
following conditions:

          (i) The proposed assignee has a sufficient  financial  capacity to pay
its obligations under this Lease as they are incurred,  as reasonably determined
by Landlord;

          (ii) The nature of the proposed assignee's business and its reputation
is in keeping with the  character  of the Building as a Class A office  building
and  its  tenancies  and  such  assignee  shall  not be a  governmental  agency,
charitable  organization or a corporation or other organization whose operations
are or would be subject to environmental restrictions;

          (iii) The purposes for which the proposed  assignee intends to use the
Premises are uses expressly permitted by this Lease;

          (iv) No  Event  of  Default  shall  have  occurred  and be  continuing
hereunder; and

          (v) No  assignment  of this  Lease by  Tenant  shall be valid  unless,
within  fifteen (15) days after the execution  thereof,  Tenant shall deliver to
Landlord an executed copy of such  assignment  in form and substance  reasonably
satisfactory, duly executed by Tenant and by the assignee.

          (c) Landlord shall, within twenty (20) days after receiving all of the
information  under  Section  19.4(a)  and  Section  19.4(b)(i)  and  (ii)  which
information  must be full and complete,  give Notice to Tenant to permit or deny
the proposed assignment. If Landlord denies consent, it must explain the reasons
for the  denial.  If Landlord  does not give Notice  within such twenty (20) day
period,  then  Tenant  shall be required  to submit an  additional  ten (10) day
notice to Landlord stating to Landlord that Tenant's proposed assignment will be
deemed  approved by Landlord if Landlord  fails to respond to Tenant  within ten
(10) days of  Landlord's  receipt of such second  notice.  If Landlord  fails to
respond to such the  foregoing  ten (10) day notice,  then Tenant may assign the
entire  Premises upon the terms Tenant gave in the  information  under  Sections
19.4(a)(i) and (ii) and Sections 19.4(b)(i) and (ii).

          (d) In the  event  that  Tenant  fails  to  execute  and  deliver  any
assignment  within ninety (90) days after Tenant shall have delivered the Notice
described  in Section  19.4(a),  then  Tenant  shall  again  comply with all the
provisions and conditions of this Section 19.4 before assigning this Lease.

          19.5  Notwithstanding  anything  herein to the contrary,  Tenant shall
have the right (so long as the intent of such transfer is not to circumvent  any
of the  terms,  covenants  or  conditions  of  this  Lease),  without  obtaining
Landlord's consent, but with prior written Notice to Landlord:

          (i) to assign this Lease or sublet all or any part of the  Premises to
a parent, subsidiary, affiliate or successor (by merger, consolidation, transfer
of assets, assumption or otherwise) of Tenant;

          (ii) to transfer any interest in Tenant including, without limitation,
a majority or controlling interest in Tenant;

          (iii) to assign  this Lease or sublet all or any part of the  Premises
to any entity or entities of the Tenant  created by the  division of Tenant into
one or more separate corporations and/or partnerships; and

          (iv) to sublet the  Premises or assign this Lease in  connection  with
the public  offering  of the stock of Tenant,  or any  affiliated  or  successor
entity, on a recognized public exchange.

          19.6 Intentionally deleted.


          19.7  Landlord  shall not  unreasonably  withhold  its  consent to the
proposed subletting, request for desk space or mailing privileges (each referred
to as a "sublet" and collectively referred to as a "subletting" for the purposes
of Section  19.7 and 19.8  hereof)  referred to in Tenant's  Request for Consent
provided that the following further conditions shall be fulfilled:

          (a) there shall be no  advertisement  or public  communication  or any
kind whatever relating to the proposed  subletting which mentions or refers to a
rental rate or to any other matter which directly or indirectly reasonably might
adversely reflect on the dignity or prestige of the Unit or the Building;

          (b) no space  shall be  sublet  to  another  tenant,  or to a  related
corporation  of any other tenant or to any other  occupant of the  Building,  if
Landlord  shall then have  available for rent  comparable  space in the Unit (or
other unit owners  affiliated  with  Landlord with respect to any other space in
the Building);

          (c) no subletting shall be to a person or entity which has a financial
standing,  is of a character,  is engaged in a business,  or proposed to use the
sublet  premises  in a manner  not in  keeping  with  the  standards  which  are
consistently applied in such respects of the other tenancies and subtenancies in
the Building;

          (d)  the  subletting  shall  be  expressly   subject  to  all  of  the
obligations of Tenant under this Lease and,  without  limiting the generality of
the  foregoing,  the sublease  shall impose at least the same  restrictions  and
conditions  with  respect  to  use as  are  contained  in  Article  9 and  shall
specifically  provide  that there shall be no further  subletting  of the sublet
premises;

          (e) that part, if any, of the term of any such sublease or any renewal
or  extension  thereof  which  shall  extend  beyond a date one day prior to the
expiration or earlier termination of the term shall be a nullity;

          (f) any such  subletting  will  result in there being no more than two
(2) occupants in the Premises other than the Tenant;

          (g) Tenant shall pay all  reasonable  out-of-pocket  costs that may be
incurred by Landlord in connection  with said  sublease,  including the costs of
making  investigations as to the  acceptability of a proposed  subtenant and the
reasonable fees of Landlord's attorneys;


          (h) the proposed subtenant is not currently negotiating and shall have
not negotiated with Landlord (or with other unit owners affiliated with Landlord
to lease any other  space in the  Building)  for the  rental of any space in the
Unit within the prior six (6) months  before  Tenant's  Request for Consent (and
comparable  space in the Unit is not available to rent at the time Tenant wishes
to negotiate with such proposed subtenant);

          (i)  Landlord  shall be  furnished  with a  duplicate  original of the
sublease within (5) Business Days after the date of its execution;

          (j) Tenant shall pay to Landlord a sum equal to fifty percent (50%) of
(x) any fixed rent and additional rent or other  consideration paid to Tenant by
any subtenant which is in excess of the Base Rent and Additional Rent then being
paid by Tenant to  Landlord  pursuant  to the terms  hereof,  less  Expenses  as
hereinafter  defined,  and (y) any other profit or gain  realized by Tenant from
any such  subletting.  The term "Expenses"  shall mean (i) reasonable  brokerage
commissions  incurred  by  Tenant  in  connection  with  such  subletting,  (ii)
reasonable  costs of alterations  performed for the benefit of subtenant,  (iii)
the book value of any fixtures sold to the  subtenant as a bona fide sale,  (iv)
the  reasonable  legal  fees  incurred  by  Tenant in  connection  with any such
transaction,   (v)  the  reasonable  advertising  fees  incurred  by  Tenant  in
connection with such subletting and (vi) any reasonable  additional  concessions
granted by Tenant to  subtenant in  connection  with such  subletting.  All sums
payable  hereunder  by  Tenant  shall be paid to  Landlord  as  Additional  Rent
immediately  upon receipt  thereof by Tenant.  If only a part of the Premises is
sublet,  then the Base  Rent and  Additional  Rent  paid  therefor  by Tenant to
Landlord  shall be deemed  for the  purposes  of this  Paragraph  (j) to be that
fraction  thereof  that  the  area of said  sublet  space  bears  to the  entire
Premises; and

          (k) there shall be no default by Tenant  beyond any  applicable  grace
period under any of the terms,  covenants  and  conditions  of this lease at the
time that Landlord's  consent to any such subletting is requested or on the date
of the commencement of the term of any such proposed sublease.

          19.8 Landlord will respond to all Tenant's Requests for Consent within
twenty (20) days of receipt of Tenant's  Request for Consent.  If Landlord fails
to respond to  Tenant's  Request For  Consent to  Tenant's  proposed  subletting
within the  foregoing  twenty (20) day period,  then Tenant shall be required to
submit an  additional  ten (10) day notice to Landlord  stating to Landlord that
Tenant's  proposed  sublet will be deemed approved by Landlord if Landlord fails
to respond to Tenant within ten (10) days of  Landlord's  receipt of such second
notice.  If Landlord fails to respond to such the foregoing ten (10) day notice,
then Tenant's  proposed  sublet will be deemed approved for all purposes in this
Lease as if Landlord had originally given its consent thereto.

          20. SUBORDINATION AND ATTORNMENT

          20.1 This Lease and all rights of Tenant  hereunder  are  subject  and
subordinate  in all  respects  to (a) all  present  and  future  ground  leases,
operating leases,  superior leases,  overriding leases and underlying leases and
grants of term of the Land and the  Building or any portion  thereof  including,
but  not  limited  to,  the   Condominium   Documents   and  the  Ground   Lease
(collectively,  including the applicable  items set forth in subdivision  (d) of
this Section 20.1, the "Superior Lease") whether or not the Superior Lease shall
also cover  other  lands or  buildings,  (b) all  mortgages  and  building  loan
agreements,   including  leasehold  mortgages  and  spreader  and  consolidation
agreements,  which  may now or  hereafter  affect  the  Unit,  Land or  Building
(collectively,  including the applicable items set forth in subdivisions (c) and
(d) of this Section 20.1, the "Superior Mortgage"),  whether or not the Superior
Mortgage  shall also cover other lands or buildings or leases,  (c) each advance
made  or to  be  made  under  the  Superior  Mortgage,  and  (d)  all  renewals,
modifications,  replacements, substitutions and extensions of the Superior Lease
and  the  Superior   Mortgage.   The   provisions   of  this  Section  shall  be
self-operative and no further instrument of subordination shall be required.  In
confirmation of such  subordination,  Tenant shall promptly execute and deliver,
at its own cost and expense, any instrument,  in recordable form, that Landlord,
the Board of Managers,  the landlord  under any  Superior  Lease (the  "Superior
Landlord") or the holder of any Superior Mortgage (the "Superior Mortgagee") may
reasonably  request  to  evidence  such  subordination;  and if Tenant  fails to
execute,  acknowledge  and deliver any such  instrument  within thirty (30) days
after request therefor.  Any Superior  Mortgagee may elect that this Lease shall
have priority over such Superior Mortgage and, upon notification thereof by such
Superior  Mortgagee to Tenant,  this Lease shall be deemed to have priority over
such  Superior  Mortgage,  whether this Lease is dated prior to or subsequent to
the date of such  Superior  Mortgage.  If Landlord,  the Board of Managers,  any
Superior Mortgagee or Superior Landlord requires any modification of this Lease,
Tenant shall, at Landlord's request,  promptly execute,  acknowledge and deliver
to Landlord  instruments in form reasonably  satisfactory to Landlord  effecting
such modification  Tenant;  provided that such modifications do not increase the
Base  Rent  or  Additional  Rent  payable  by  Tenant  hereunder   increase  the
obligations of Tenant  hereunder  beyond a de minimis amount or affect  Tenant's
rights hereunder beyond a de minimis amount.  If any act or omission of Landlord
would give Tenant the right,  immediately or after the giving of notice and/or a
lapse of time, to cancel or terminate this Lease, or to claim a partial or total
eviction,  Tenant shall not exercise such right until:  (i) it has given written
notice  of the act or  omission  to  Landlord,  the Board of  Managers  and each
Superior  Landlord  and  Superior  Mortgagee  whose  name and  address  has been
furnished  to Tenant  and shall  describe  Landlord's  default  with  reasonable
detail, specifying the section of this Lease as to which Landlord is in default,
and (ii) either (A) a reasonable  period for remedying the act or omission shall
have elapsed  following  the giving of such notice and no remedy shall have been
commenced  or (B) a cure having been timely  commenced  ceases to be  prosecuted
with diligence and continuity.  If within such reasonable  period,  the Board of
Managers or such Superior Landlord or Superior  Mortgagee gives Tenant notice of
its  intention to remedy the act or omission and promptly  thereafter  commences
and diligently  prosecutes the required remedial action to completion within the
prescribed  time period,  Tenant shall have no right to terminate  this Lease on
account of the act or omission.  Landlord  agrees to use  reasonable  efforts to
obtain  a  subordination,  non-disturbance  and  attornment  agreement  from any
Superior Landlord and Superior Mortgagee existing on the date of this Lease.


          20.2 For purposes of this Section 20.2, the term "Successor  Landlord"
shall mean and include (i) any person, including but not limited to any Superior
Landlord or Superior  Mortgagee,  who,  prior to the  termination of this Lease,
acquires  or  succeeds to the  interest  of  Landlord  under this Lease  through
summary proceedings, foreclosure action, assignment, deed in lieu of foreclosure
or otherwise,  and (ii) the successors and assigns of any person  referred to in
clause (i) of this sentence.  Upon any Successor Landlord's so acquiring,  or so
succeeding to, the interest of Landlord under this Lease,  Tenant shall,  at the
election and upon the request of the  Successor  Landlord,  and without  further
instruments of attornment, fully attorn to and recognize such Successor Landlord
as  Tenant's  landlord  under this Lease upon the then  executory  terms of this
Lease.  No  Successor  Landlord  shall  be bound  by any  prepayment  of rent or
additional  rent  for  more  than  one  month in  advance  or any  amendment  or
modification of this Lease made without the consent of such Successor  Landlord.
Tenant  waives the  provisions of any statute or rule of law now or hereafter in
effect  which  may give or  purport  to give  Tenant  any right of  election  to
terminate this Lease or to surrender possession of the Premises in the event any
Superior  Lease is  terminated.  The foregoing  provisions of this Section shall
inure to the benefit of any such Successor  Landlord,  shall be  self-operative,
and no further  instrument  shall be required to give effect to said provisions.
Upon demand of any such Successor Landlord, Tenant agrees to execute instruments
to evidence and confirm the  foregoing  provisions  of this  Section  reasonably
satisfactory to any such Successor  Landlord.  Nothing contained in this Section
shall be construed to impair any right otherwise  exercisable by any such owner,
holder or lessee.

          20.3 This Lease shall be subject and  subordinate  to the  Condominium
Documents  and  the  Ground  Lease,  as now or  hereafter  amended,  and  Tenant
covenants and agrees to comply with the terms of the  Condominium  Documents and
the Ground Lease, as now or hereafter amended,  for so long as the same shall be
in effect.

          21. ACCESS; CHANGE IN FACILITIES

          21.1 All parts (except  non-glass  surfaces facing the interior of the
Premises) of all walls, windows and doors bounding the Premises,  all balconies,
stairs, landings and roofs adjacent to the Premises, all space in or adjacent to
the Premises  used for columns,  shafts,  stacks,  stairways,  risers,  elevator
shafts and machinery,  conduits,  air conditioning  rooms,  telephone rooms, fan
rooms, heating,  ventilating, air conditioning,  plumbing,  electrical and other
mechanical facilities, service closets and other Building equipment, and the use
thereof,  as well as access  thereto  through the  Premises  for the purposes of
operation,  decoration,  cleaning, maintenance, safety, security, alteration and
repair, are hereby  exclusively  reserved to Landlord and the Board of Managers.
Landlord  and the Board of  Managers  reserve  the right,  at any time,  without
incurring  any liability to Tenant  therefor,  to make such changes in or to the
Building  and  the  Building  equipment,  as well  as in the  entrances,  doors,
lobbies,  interior and  exterior  plaza areas,  corridors,  elevators,  Building
stairs, landings, toilets and other public parts of the Building, as it may deem
necessary or desirable,  provided any such change or  alterations do not prevent
Tenant from conducting its usual and customary business within the Premises.


          21.2 Landlord and the Board of Managers may install,  use, control and
maintain pipes,  fans, ducts, wires and conduits within or through the Premises,
or  through  the  walls,  columns  and  ceilings  therein,   provided  that  the
installation  work and  resulting  construction  will not  prevent  Tenant  from
conducting its usual and customary business within the Premises. Landlord agrees
to use (or  exercise  all rights  available  to Landlord  under the  Condominium
Documents to cause the Board of Managers to use)  reasonable  efforts to conceal
all pipes,  fans, ducts,  wires and conduits installed by Landlord and the Board
of  Managers  in the  Premises  after the date of this  Lease  within the walls,
columns and ceilings of the  Premises.  Tenant  hereby  grants  Landlord and the
Board of Managers  access through the Premises in connection  with Landlord's or
the Board of Manager's installation, use, control and maintenance of such pipes,
fans,  ducts,  wires and  conduits;  provided,  that,  Landlord  or the Board of
Managers, whomever gained access to the Premises by virtue of this Section 21.2,
shall be liable to Tenant for all damage to the Premises and Tenant's personalty
within the  Premises due to (based on a  comparative  negligence  standard)  the
gross negligence or willful misconduct of Landlord or the Board of Managers,  as
applicable,  during such party's activities in the Premises.  Where access doors
are required by Landlord or the Board of Managers in or adjacent to the Premises
for mechanical trades,  Landlord or the Board of Managers shall furnish them and
have all keys to such access  doors.  Tenant  shall  reasonably  cooperate  with
Landlord and the Board of Managers in the location of Landlord's or the Board of
Managers' access doors for such facilities.

          21.3  Landlord and the Board of Managers  shall have the right to take
all reasonable  measures as Landlord or the Board of Managers may deem advisable
for  the  security  of  the  Building  and  its  occupants,  including,  without
limitation,  the search of all persons  entering or leaving  the  Building,  the
evacuation of the Building for cause, suspected cause or for drill purposes.

          21.4 Landlord, the Board of Managers and their respective agents shall
have the right to enter the  Premises at all  reasonable  times,  whether or not
during  Business  Hours,  upon  reasonable  prior  notice to  Tenant  and with a
representative  of Tenant  present  for any of the  purposes  specified  in this
Article and (a) to examine the  Premises  or for the purpose of  performing  any
obligation of Landlord or the Board of Managers or exercising any right reserved
to Landlord or the Board of Managers in this Lease (or to the Superior  Landlord
in any Superior Lease); (b) to exhibit the Premises to prospective mortgagees or
purchasers of the Unit or Building;  (c) to exhibit the Premises to  prospective
tenants, but only within the last twelve (12) months of the Term; (d) to make or
cause to be made such repairs or improvements,  or to perform such  maintenance,
including the  maintenance of Unit or Building  equipment,  as Landlord may deem
necessary  or  desirable  or  required  by  any  Governmental  Authority,  Legal
Requirement  or  Insurance  Requirement;  and (e) to take  into and  temporarily
store, during the course of such repairs,  improvements or maintenance, upon the
Premises all materials that may be required in connection  therewith.  If, after
receipt of the Notice set forth above, Tenant, its agents or employees shall not
be present or shall not permit an entry into the  Premises at any time when such
entry shall be permissible,  Landlord and the Board of Managers may use a master
key or forcibly  enter the  Premises  without  any  liability  therefor  (unless
Landlord or the Board of Managers shall be grossly negligent or act with willful
misconduct during their presence in the Premises);  provided, that, Landlord and
the Board of Managers may only  forcibly  enter the Premises in order to respond
to an emergency situation.

          21.5 The exercise of any rights  retained by Landlord and the Board of
Managers pursuant to this Article 21 shall be without liability to Tenant or any
person  claiming  through  Tenant  for damage or injury to  property,  person or
business  and  without  effecting  an  eviction,   constructive  or  actual,  or
disturbance  of  Tenant's  use of  possession  or  giving  rise to any claim for
set-off or abatement of Base Rent or Additional  Rent so long as Landlord's  and
the Board of  Manager's  exercise of their  rights does not prevent  Tenant from
conducting its usual and customary business within the Premises.

          22. RULES AND REGULATIONS


          22.1 Tenant and Tenant's  agents,  employees,  licensees  and invitees
will fully and promptly comply with all  requirements of the Building  Standards
and the Building  Rules and  Regulations as set forth in Exhibit C and Exhibit D
respectively  (collectively,  the "Rules and  Regulations").  Landlord agrees to
enforce the Rules and Regulations in a reasonable and non-discriminatory  manner
compared to other tenants of similar size in the Unit. Landlord and the Board of
Managers shall at all times have the right to change such Rules and  Regulations
and/or Building  services or to promulgate  other Rules and  Regulations  and/or
Building services in such manner as may be deemed advisable for safety, care, or
cleanliness  of the  Building  and  related  facilities  or  premises,  and  for
preservation of good order therein,  all of which rules and  regulations  and/or
Building services, changes and amendments will be forwarded to Tenant in writing
and shall be  carried  out and  observed  by  Tenant.  Tenant  shall  further be
responsible for the compliance  with such Rules and Regulations  and/or Building
services by the employees, servants, agents, visitors, licensees and invitees of
Tenant.  In the event of any conflict  between the  provisions of this Lease and
the provisions of the Rules and Regulations  (or conflicts  within the Rules and
Regulations),  then the most restrictive term, provision, rule and/or regulation
shall  apply.  Landlord  shall  not be  responsible  or  liable  to  Tenant  for
violations  of the Rules and  Regulations  by other tenants and occupants of the
Building so long as Landlord  enforces the Rules and Regulations in a reasonable
and  non-discriminatory  manner compared to other tenants of similar size in the
Unit to Tenant.

          23. DAMAGE OR DESTRUCTION

          23.1 If the Premises or any part thereof  shall be damaged or rendered
untenantable by fire or other casualty and this Lease is not terminated pursuant
to any provision of this Article, Landlord, at Landlord's expense, shall perform
or shall  exercise  all  rights  available  to  Landlord  under the  Condominium
Documents to cause the Board of Managers to perform, Landlord's Restoration Work
(as hereinafter  defined),  subject to Legal  Requirements  (including,  without
limitation,  applicable  zoning  codes)  then in  effect  and to the  extent  of
available  insurance  proceeds,  and Tenant, at Tenant's expense,  shall perform
Tenant's Restoration Work (as hereinafter defined), with reasonable dispatch and
continuity.  Except as provided in Section 23.8,  Base Rent and Additional  Rent
shall be  equitably  abated to the  extent  that the  Premises  shall  have been
rendered untenantable, such abatement shall commence on the date of such damage,
provided  Tenant has given prompt  Notice of such damage to Landlord,  and shall
continue until the date the Premises shall no longer be untenantable  or, in the
event  of  Tenant  Delay  or any  delay  in  Tenant's  performance  of  Tenant's
Restoration Work (other than a delay caused by a Landlord Delay), until the date
the Premises would have been tenantable but for such Tenant Delay or other delay
in Tenant's  performance of Tenant's Restoration Work (other than a delay caused
by a Landlord Delay);  provided,  however, should Tenant occupy a portion of the
Premises  for the conduct of its  business  during the period the repair work is
taking place and prior to the date the Premises are no longer untenantable,  the
Base Rent and Additional Rent allocable to such occupied portion, based upon the
proportion which the occupied portion of the Premises bears to the total area of
the Premises, shall be payable by Tenant from the date of such occupancy.


          23.2  "Landlord's  Restoration  Work"  shall  include  all of the work
necessary  to  repair,   restore,   replace  and  rebuild   Landlord's  Work  to
substantially  the same condition as that in which it was  immediately  prior to
the occurrence of the fire or other casualty; provided, however, that Landlord's
Restoration Work shall not include the repair,  restoration,  replacement or the
rebuilding of (i) Tenant's  Work or Tenant's  Furnishings,  (ii) any  Alteration
made or  installed  by or on behalf of Tenant  pursuant  to Article 12 hereof or
(iii) any part of the furniture,  business  equipment or other personal property
which may have been placed by Tenant within the Premises.

          23.3 "Tenant's  Restoration Work" shall include all of the work (other
than  Landlord's  Work)  necessary to repair,  restore,  replace and rebuild the
Premises  (including  Tenant's Work) to substantially the same condition as that
in which it was in  immediately  prior  to the  occurrence  of the fire or other
casualty.

          23.4 If the  Premises  shall be  totally  damaged or  rendered  wholly
untenantable by fire or other  casualty,  Landlord has not terminated this Lease
pursuant to Section 23.5 and Landlord has not substantially completed Landlord's
Restoration Work within fifteen (15) months (subject to (i) Tenant Delay or (ii)
delays in Tenant's  performance of Tenant's Restoration Work (other than a delay
caused by a  Landlord  Delay)  which  result in  delays  in the  performance  of
Landlord's  Restoration Work or (iii) Force Majeure) from the date Landlord, and
the Board of Managers  (to the extent the Board of Managers  is  performing  any
Landlord's  Restoration  Work)  receives (i) final  adjustment  of all insurance
claims  relating to the casualty,  (ii) all permits and  approvals  necessary to
perform  Landlord's  Restoration  Work,  and all such permits and  approvals are
final and nonappealable (or the time for appeal has expired),  and (iii) written
confirmation from the Superior  Mortgagee that the Superior Mortgagee has agreed
to advance  insurance  proceeds to Landlord for the  performance  of  Landlord's
Restoration  Work,  Tenant may serve  Notice on  Landlord  of its  intention  to
terminate  this  Lease,  and if within  forty  five (45) days  after  Landlord's
receipt of such  Notice,  subject to (i) Tenant Delay or (ii) delays in Tenant's
performance  of  Tenant's  Restoration  Work  (other  than a delay  caused  by a
Landlord  Delay) which result in delays in the performance of Landlord's Work or
(iii) Force Majeure,  Landlord or the Board of Managers shall not have completed
Landlord's  Restoration  Work,  this Lease shall  terminate on the expiration of
such forty five (45) day period as if such  termination date were the Expiration
Date,  without  prejudice to Landlord's and Tenant's  rights under this Lease in
effect  prior to such  termination.  Upon  Landlord's  or the Board of Managers'
completion of Landlord's Restoration Work, Tenant shall have no further right to
terminate this Lease pursuant to this Section 23.4.


          23.5 If the  Premises  shall be  totally  damaged or  rendered  wholly
untenantable  by fire or other  casualty or if the  Building or Unit shall be so
damaged by fire or other casualty that alteration or reconstruction of more than
forty  percent  (40%) of the  rentable  area of the  Building  or the  Unit,  in
Landlord's  reasonable  opinion,  shall be required (whether or not the Premises
shall have been so  damaged)  or if the  Superior  Mortgagee  refuses to advance
insurance  proceeds to Landlord for the  performance  of Landlord's  Restoration
Work, then Landlord,  at its option,  may terminate this Lease, by giving Tenant
thirty (30) days' Notice of such termination,  within ninety (90) days after the
date of  such  fire  or  other  casualty.  In the  event  that  such  Notice  of
termination  shall be given,  this Lease shall terminate as of the date provided
in such  notice  of  termination  with the same  effect as if that date were the
Expiration Date,  without prejudice to Landlord's and Tenant's rights under this
Lease in effect prior to such termination.

          23.6  Landlord  and the Board of Managers  shall not be liable for any
inconvenience to Tenant or injury to the business of Tenant resulting in any way
from any such damage by fire or other casualty, or the repair thereof (except if
Landlord or the Board of Managers performs such repairs with gross negligence or
willful misconduct, and then to the extent such damage was caused by Landlord or
the Board of Managers,  based upon a comparative negligence standard).  Landlord
and the Board of Managers will not carry insurance of any kind on Tenant's Work,
any Alterations or any personal  property of Tenant,  and Landlord and the Board
of Managers shall not be obligated to repair any damage thereto,  or replace the
same, or bear any of the risk of loss with respect thereto.

          23.7 The  provisions  of this Article  shall be  considered an express
agreement  governing any case of damage to or destruction  of the Building,  the
Unit or the Premises or any part of either by fire or other casualty, and Tenant
hereby waives the  provisions of Section 227 of the Real Property Law and agrees
that the provisions of this Article shall govern and control in lieu thereof.

          23.8  Notwithstanding any of the foregoing provisions of this Article,
if,  by reason of some  action or  inaction  on the part of Tenant or any of its
subtenants or their employees, agents, licensees or contractors, Landlord or the
Board of  Managers  shall be unable to  collect  all of the  insurance  proceeds
applicable  to damage or  destruction  including,  but not  limited  to,  rental
interruption or business interruption insurance,  then, without prejudice to any
other remedy which may be available  against Tenant,  the abatement of Base Rent
and Additional Rent provided for in this Article shall not be effective.

          23.9 In the event of a conflict between the provisions of this Article
23 and those of Section 18.2, the provisions of this Article 23 shall prevail.

          24. EMINENT DOMAIN

          24.1 In the event that all of the Land, the Building,  the Unit or the
Premises  shall be acquired or  condemned  by eminent  domain,  this Lease shall
terminate as of the date of the vesting of title in the condemning  authority as
if said date were the  Expiration  Date. If only a part of the Premises shall be
so acquired or condemned  then,  except as otherwise  provided in this  Article,
this Lease shall continue in full force and effect,  but from and after the date
of the  vesting of title,  the Base Rent shall be reduced by an amount  equal to
the product  obtained  by  multiplying  (i) the Base Rent in effect  immediately
prior to such  condemnation  by (ii) a fraction,  the  numerator of which is the
number of rentable  square feet of the  Premises  taken and the  denominator  of
which is the number of rentable square feet of the Premises immediately prior to
the condemnation.  Tenant's Proportionate Share shall also be reduced to equal a
fraction,  the  numerator of which is the number of rentable  square feet of the
Premises after the taking and the denominator of which is the number of rentable
square feet of the Unit after the taking.  The aforesaid  calculations  shall be
reasonably  determined by Landlord,  and if Tenant  disputes such  calculations,
such  calculations  shall be  settled  by  arbitration  in  accordance  with the
procedure set forth in Article 35 hereof.

          24.2 If such a part of the  Land,  Unit or the  Building  shall  be so
acquired or condemned so that  continued  operation of the remaining  portion of
the Unit or  Building  shall be  impracticable  or  uneconomical  as  reasonably
determined  by  Landlord or the Board of  Managers,  then (i) whether or not the
Premises shall be affected,  Landlord may, within ninety (90) days following the
date of vesting of title, give Tenant thirty (30) days' Notice of termination of
this Lease or (ii) if more than  twenty-five  percent (25%) of the total area of
the then  Premises is acquired or  condemned,  and the taking of such portion of
the  Premises  renders the  balance of the  Premises  significantly  unusable by
Tenant for the Permitted Use,  Tenant may, within ninety (90) days following the
date upon which Tenant shall have received  Notice of vesting of title,  give to
Landlord thirty (30) days' Notice of termination of this Lease. In the event any
such thirty (30) day Notice of termination is given by Landlord or Tenant,  this
Lease shall terminate upon the expiration of said thirty (30) days with the same
effect as if that date were the Expiration Date, without prejudice to Landlord's
or Tenant's  rights  under this Lease in effect prior to such  termination,  and
Rent shall be apportioned as of such date or sooner termination.

          24.3 In the event of any such  acquisition or  condemnation  of all or
any part of the Land,  Unit or the Building,  Landlord  shall receive the entire
award for any such  acquisition  or  condemnation.  Tenant  shall  have no claim
against  Landlord or the  condemning  authority  for the value of any  unexpired
portion of the Term and agrees not to join in any claim made by Landlord  and to
execute all further  documents  that may be required in order to facilitate  the
collection of the award by Landlord.  Tenant shall, however, retain the right to
make a separate claim for (i) the value of any personal property taken, and (ii)
its  moving  expenses,  provided  same  does not  diminish  or delay  the  award
otherwise obtainable by Landlord.


          24.4 Upon Landlord's  receipt of the condemnation award referred to in
Section 24.3, and provided that this Lease has not been  terminated  pursuant to
the provisions of Section 24.1 or Section 24.2, Landlord shall promptly perform,
or use reasonable efforts to cause the Board of Managers to perform,  Landlord's
Restoration  Work to the extent such  condemnation  award is sufficient for such
purpose,   the  Superior   Mortgagee  has  agreed  in  writing  to  advance  the
condemnation award to Landlord (or the Board of Managers to the extent that they
are performing  Landlord's  Restoration  Work) for the performance of Landlord's
Restoration  Work and  provided  Landlord  receives  all permits  and  approvals
necessary  to  perform  Landlord's  Restoration  Work and all such  permits  and
approvals  are final and  nonappealable  (or the time for appeal  has  expired).
Tenant shall perform Tenant's  Restoration Work whether or not Tenant's award is
sufficient for such purpose.

          24.5 If the  temporary use or occupancy of all or part of the Premises
shall be  condemned  or  taken,  this  Lease  shall  remain  unaffected  by such
condemnation  or taking and Tenant shall continue to be  responsible  for all of
its  obligations  hereunder  (except  to the extent  prevented  from so doing by
reason of such  condemnation  or taking)  and it shall  continue to pay the Base
Rent and Additional Rent as provided  hereunder.  Tenant shall have the right to
claim,  prove and receive so much of any award for such  condemnation  or taking
for  temporary  use or  occupancy  as  represents  compensation  for the use and
occupancy of the Premises  and, if so awarded,  for the loss of value or utility
of Tenant's  personal  property,  Tenant's Work and any Alterations and Tenant's
moving  expenses,  up to and  including  the  Expiration  Date  or the  date  of
termination  of the  condemnation  or taking  for  temporary  use or  occupancy,
whichever is earlier, and Landlord shall be entitled to claim, prove and receive
the balance of any such  award.  Notwithstanding  the  foregoing,  however,  the
rights and interests of Landlord and Tenant to any award  received or receivable
with respect to a condemnation or taking for temporary use or occupancy shall be
in all other  respects  governed by the  applicable  provisions  of the Superior
Lease and/or the Superior Mortgage.

          24.6 If the grade of any  street  upon which the Land is  situated  or
abuts shall be changed, this Lease shall nevertheless continue in full force and
effect, and Landlord shall be entitled to collect and keep the entire award that
may be made.  Tenant hereby assigns to Landlord all of its right in and to every
such award or any part thereof.

          24.7 The terms  "condemnation"  and "acquisition" as used herein shall
include any agreement in lieu of or in anticipation of the exercise of the power
of eminent domain between Landlord and any Governmental  Authority authorized to
exercise the power of eminent domain.

          25. CONDITIONS OF LIMITATION

          25.1 This Lease and the Term and estate hereby  granted are subject to
the limitations that:

          (a) if  Tenant  shall  file a  voluntary  petition  in  bankruptcy  or
insolvency,  or  commence  an action  under  the  Bankruptcy  Code,  or shall be
adjudicated a debtor, or insolvent, or shall file any petition or answer seeking
any  reorganization,   arrangement,  composition,   readjustment,   liquidation,
dissolution or similar relief under the Bankruptcy  Code or any other present or
any future  federal  bankruptcy  act or any other  present or future  applicable
federal,  state or other statute or law (foreign or domestic),  or shall make an
assignment for the benefit of creditors or shall seek or consent or acquiesce in
the  appointment  of any trustee,  receiver or liquidator of Tenant or of all or
any part of Tenant's property; or

          (b)  if,  within  ninety  (90)  days  after  the  commencement  of any
proceeding and/or action against Tenant,  whether by the filing of a petition or
otherwise, seeking any reorganization,  arrangement, composition,  readjustment,
liquidation,  dissolution  or similar  relief under the  Bankruptcy  Code or any
other present or future  federal  bankruptcy  act or any other present or future
applicable  federal,  state or other statute or law (foreign or domestic),  such
proceeding  shall not have been dismissed,  or if, within ninety (90) days after
the appointment of any trustee,  custodian,  receiver or liquidator of Tenant or
of all or any part of Tenant's property,  without the consent or acquiescence of
Tenant, 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 Premises shall be taken or occupied or attempted
to be taken or occupied; or

          (c) if Tenant  shall  default in the payment when due of any Base Rent
or Additional  Rent for a period of five (5) days after receipt from Landlord of
notice thereof; or

          (d) if Tenant  shall  default in the  performance  of any term of this
Lease on Tenant's part to be performed  (other than the payment of Base Rent and
Additional Rent) and Tenant shall fail to remedy such default within thirty (30)
days after Notice of such  default,  or if such default is of such a nature that
it cannot be  completely  remedied  within  said  period of thirty  (30) days if
Tenant shall not (x) promptly upon the giving by Landlord of such Notice, advise
Landlord of Tenant's  intention to institute all steps  necessary to remedy such
situation,  (y)  promptly  institute  and  thereafter  diligently  prosecute  to
completion all steps  necessary to remedy the same, and (z) complete such remedy
within a reasonable time after the date of the giving of said Notice by Landlord
and in any  event  prior to such  time as would  either  (i)  subject  Landlord,
Landlord's  agents,  any  Superior  Landlord or Superior  Mortgagee  to criminal
prosecution or civil liability, including, without limitation, the imposition or
threatened  imposition  of an order to vacate or revocation or suspension of the
certificate  of occupancy for the Unit,  the Building or the  Premises,  or (ii)
cause a default under any Superior Lease or any Superior Mortgage; or

          (e) if any event shall occur or any  contingency  shall arise  whereby
this Lease or the estate  hereby  granted or the  unexpired  balance of the Term
would,  by  operation  of law or  otherwise,  devolve upon or pass to any person
other than Tenant except as is expressly permitted under Article 19;

then in any of said  events an event of default  ("Event of  Default")  shall be
deemed to exist.

          26. REMEDIES

          If an Event of Default  shall exist,  the following  provisions  shall
apply and Landlord  shall have the rights and remedies set forth  therein  which
rights  and  remedies  may be  exercised  upon  or at  any  time  following  the
occurrence of an Event of Default:

          26.1 (a) By  Notice  to  Tenant,  Landlord  shall  have  the  right to
accelerate all Base Rent and any other sums due hereunder and otherwise  payable
in installments over the remainder of the Term, and, at Landlord's  option,  any
other  Additional Rent to the extent that such Additional Rent can be determined
and  calculated  to a fixed sum;  and the amount of  accelerated  rent,  without
further Notice or demand for payment,  shall be due and payable by Tenant within
five (5) days after Landlord has so notified  Tenant.  Additional Rent which has
not been included,  in whole or in part, in accelerated  rent,  shall be due and
payable by Tenant  during the  remainder of the Term,  in the amounts and at the
times otherwise provided for in this Lease.

          (b)  Notwithstanding  the foregoing or the  application of any rule of
law based on  election  of remedies  or  otherwise,  if Tenant  fails to pay the
accelerated rent in full when due,  Landlord  thereafter shall have the right by
Notice to Tenant,  (i) to terminate  Tenant's further right to possession of the
Premises,  or (ii) to  terminate  this Lease under  Section  26.2 below,  and to
recover  by an action at law all Base Rent and  Additional  Rent;  and if Tenant
shall have paid part but not all of the  accelerated  rent, the portion  thereof
attributable  to the period  equivalent to the part of the Term remaining  after
Landlord's  termination  of  possession  or  termination  of this Lease shall be
applied by Landlord against Tenant's obligations owing to Landlord as determined
by the applicable provisions of Sections 26.3 and 26.4 below.


          26.2 (a) By  Notice  to  Tenant,  Landlord  shall  have  the  right to
terminate the Lease as of a date specified in the Notice of  termination  and in
such case,  Tenant's rights,  including any based on any option to renew, and to
the  possession  and  use  of  the  Premises  shall  end  absolutely  as of  the
termination date; and this Lease shall also terminate in all respects except for
the provisions  hereof  regarding  Landlord's  damages and Tenant's  liabilities
arising  prior to, out of and  following  the Event of Default  and the  ensuing
termination, including the payment of Base Rent and Additional Rent.

          (b) Following such termination (as well as upon any other  termination
of this Lease by expiration of the Term or otherwise) Landlord immediately shall
have the right to recover possession of the Premises;  and to that end, Landlord
may enter the  Premises  and take  possession,  without the  necessity of giving
Tenant any Notice to quit or any other  further  Notice,  with or without  legal
process or proceedings,  and in so doing Landlord may remove  Tenant's  property
(including  any  Alterations  to the  Premises  made by Tenant),  as well as the
property of others as may be in the Premises,  and make  disposition  thereof in
such a manner as Landlord may deem to be  commercially  reasonable and necessary
under the circumstances.

          26.3 (a) Unless and until  Landlord shall have  terminated  this Lease
under Section 26.2 above,  Tenant shall remain fully liable and  responsible  to
perform all of the  covenants  and to observe all the  conditions  of this Lease
throughout  the  remainder of the Term;  and, in  addition,  Tenant shall pay to
Landlord, upon demand and as Additional Rent, the total sum of all costs, losses
and expenses, including reasonable counsel fees, as Landlord incurs, directly or
indirectly,  because of any Event of Default having occurred. The termination of
this Lease shall not relieve  Tenant of its  obligations to pay any Base Rent or
Additional  Rent  which  may be  due,  included  any  accelerated  Base  Rent or
Additional Rent.

          (b) If Landlord either terminates Tenant's right to possession without
terminating this Lease or terminates this Lease and Tenant's leasehold estate as
above provided, Landlord shall have the unrestricted right to relet the Premises
or any part(s) thereof to such tenant(s) on such terms and for such period(s) as
Landlord may deem appropriate.  The failure of Landlord to relet the Premises or
any part(s) thereof shall not release or affect  Tenant's  liability for damages
hereunder.  Landlord  shall in no  event be  liable  in any way  whatsoever  for
failure to relet the  Premises,  or in the event the  Premises  are  relet,  for
failure to collect the rent thereof under such reletting,  and in no event shall
Tenant be entitled to receive the excess,  if any, of the net rents collected by
Landlord over the sums payable by Tenant hereunder.


          26.4 (a) The damages which  Landlord shall be entitled to recover from
Tenant shall be the sum of:

          (1) all Base Rent and  Additional  Rent  accrued  and unpaid as of the
termination date; and

          (2) (i) all costs and  expenses  incurred by  Landlord  in  recovering
possession of the Premises,  including  counsel fees and the cost of removal and
storage of Tenant's property,  improvements and Alterations therefrom,  (ii) the
costs and expenses of restoring  the Premises to the condition in which the same
were to have been surrendered by Tenant as of the expiration of the Term, or, in
lieu  thereof,  the costs and expenses of remodeling or altering the Premises or
any part for reletting  the same and (iii) the costs of reletting  (exclusive of
those covered by the foregoing (ii)) including  brokerage fees and counsel fees;
and

          (3) the  present  value of all Base Rent and  Additional  Rent (to the
extent that the amount(s) of Additional Rent has been then determined) otherwise
payable by Tenant over the  remainder of the Term  discounted at a discount rate
equal to the current yield rate on the U.S.  Treasury  note maturing  closest in
time to the  Expiration  Date as such  yield  is  reported  in The  Wall  Street
Journal, or similar publication, on the date of termination of this Lease.

          Less (deducting from the total determined under sub-paragraphs  (1)(2)
and (3)) all rent and all other  additional  rent to the extent  determinable as
aforesaid  (to the extent that like  charges  would have been payable by Tenant)
which Landlord  receives from other  tenant(s) by reason of the reletting of the
Premises or any part thereof during or attributable to any period falling within
the otherwise remainder of the Term.

          (b) The damage sums payable by Tenant under the  preceding  provisions
of this Section 26.4 shall be payable on demand from time to time as the amounts
are determined.


          26.5  Landlord  shall have all rights and  remedies  now or  hereafter
existing  at  law  with  respect  to the  enforcement  of  Tenant's  obligations
hereunder and the recovery of the Premises.  No right or remedy herein conferred
upon or reserved to Landlord or Tenant  shall be exclusive of any other right or
remedy, but shall be cumulative and in addition to all other rights and remedies
given hereunder or now or hereafter  existing at law.  Landlord and Tenant shall
be entitled to  injunctive  relief in case of the  violation,  or  attempted  or
threatened violation, of any covenant, agreement, condition or provision of this
Lease,  or to a  decree  compelling  performance  of  any  covenant,  agreement,
condition or provision of this Lease.

          26.6 Nothing  herein  contained  shall limit or prejudice the right of
Landlord to exercise  any or all rights and  remedies  available  to Landlord by
reason of default or to prove for and obtain in proceedings under any bankruptcy
or insolvency  laws, an amount equal to the maximum allowed by any law in effect
at the time when, and governing the proceedings in which,  the damages are to be
proved,  whether or not the amount be greater,  equal to or less than the amount
of the loss or damage referred to above.

          26.7 No delay or  forbearance  by Landlord in exercising  any right or
remedy  hereunder,  or Landlord's  undertaking  or performing  any act or matter
which is not expressly required to be undertaken by Landlord shall be construed,
respectively,  to be a waiver of Landlord's rights or to represent any agreement
by Landlord to  undertake or perform  such act or matter  thereafter.  Waiver by
Landlord of any breach by Tenant of any covenant or condition  herein  contained
(which waiver shall be effective only if so expressed in writing by Landlord) or
failure by the  Landlord to exercise  any right or remedy in respect of any such
breach  shall  not  constitute  a waiver  or  relinquishment  for the  future of
Landlord's  right to have any such  covenant  or  condition  duly  performed  or
observed by Tenant,  or of Landlord's  rights arising  because of any subsequent
breach of any such covenant or condition nor bar any right or remedy of Landlord
in respect of such  breach or any  subsequent  breach.  Landlord's  receipt  and
acceptance of any payment from Tenant which is tendered not in  conformity  with
the provisions of this Lease or following an Event of Default (regardless of any
endorsement or notation on any check or any statement in any letter accompanying
any payment) shall not operate as an accord and  satisfaction or a waiver of the
right of  Landlord to recover any  payments  then owing by Tenant  which are not
paid in full, or act as a bar to the  termination  of the Lease and the recovery
of the Premises because of Tenant's previous default.

          27. SURRENDER OF PREMISES

          27.1 No act or thing done by  Landlord  or its agents  during the Term
shall be deemed an acceptance  of a surrender of the Premises,  and no agreement
to accept a surrender of the Premises  shall be valid unless the same be made in
writing and signed by Landlord.


          27.2 On the  Expiration  Date or upon the sooner  termination  of this
Lease or upon any re-entry by Landlord upon the Premises, all of Tenant's right,
title and interest,  if any, in the Premises,  Tenant's Work,  Alterations,  the
Unit or the  Building,  shall  cease,  and  Tenant  shall,  at its sole cost and
expense,  quit,  surrender,  vacate and deliver the Premises to Landlord  "broom
clean" and in reasonable  order,  condition and repair except for ordinary wear,
tear  and  damage  by  fire  or  other  insured  casualty,   together  with  all
improvements  which  have been  made  upon the  Premises  (except  as  otherwise
provided for in this Lease and subject to the provisions of Articles 11 and 12).
Tenant  shall  remove from the  Premises,  the Unit and Building all of Tenant's
personal  property and personal effects of all persons claiming through or under
Tenant,  and shall  promptly  pay  Landlord the cost to repair all damage to the
Premises, the Unit and the Building occasioned by such removal.

          27.3 If the Expiration Date or the date of sooner  termination of this
Lease shall fall on a day which is not a Business Day, then Tenant's obligations
under Section 27.2 shall be performed on or prior to the  immediately  preceding
Business Day.

          27.4 Any  Alterations  or any personal  property of Tenant which shall
remain in the Premises  after the  termination  of this Lease shall be deemed to
have been  abandoned  and either may be retained by Landlord as its  property or
may be  disposed  of,  at  Tenant's  expense,  in such  manner as  Landlord  may
determine.

          27.5 If the Premises are not surrendered within ninety (90) days after
the termination of this Lease, Tenant hereby indemnifies  Landlord and the Board
of Managers  and holds them  harmless  against any loss,  cost,  expense  and/or
liability (including  attorney's fees) resulting from or incurred by Landlord in
connection with any delay by Tenant in so surrendering  the Premises  including,
without  limitation,  any claims by any succeeding tenant or prospective  tenant
founded upon such delay, or any loss of a prospective  tenancy  relating to such
delay.

          27.6 In the event Tenant  remains in possession of the Premises  after
the  termination of this Lease without the consent of Landlord,  Tenant,  at the
option of Landlord and without waiving the liability of Tenant,  shall be deemed
to be  occupying  the  Premises  as a tenant from  month-to-month,  at a monthly
rental equal to two (2) times (1.5 times during the first two (2) months of such
holdover) the Base Rent and Additional Rent payable during the last month of the
Term,  as liquidated  damages for such  holdover,  subject to the  provisions of
Section 27.5 above and subject to all of the other terms of this Lease,  insofar
as the same are applicable to a month-to-month tenancy.

          27.7  Tenant's  obligations  under  this  Article  shall  survive  the
expiration or earlier termination of this Lease.

          28. BROKERAGE

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



          29. TENANT ESTOPPEL CERTIFICATES

          29.1 Tenant agrees to execute and return within ten (10) Business Days
after request  therefor by Landlord in connection  with any sale or financing of
the Unit or for any reason if requested  by the holder of any Superior  Mortgage
(or thirty (30) days for any other reason),  a certificate  prepared by Landlord
and signed by Tenant (i)  substantially in the form annexed hereto as Exhibit J,
which  certificate may also set forth such further  information  with respect to
the Lease or the Premises as Landlord or any Superior  Mortgagee may  reasonably
request.  Any such  certificate  delivered  by Tenant  pursuant  hereto shall be
binding upon Tenant and may be relied upon by Landlord,  any Superior  Mortgagee
or prospective mortgagee,  or any prospective purchaser of the Land, Unit and/or
the Building or any part thereof or any interest therein.  Tenant shall, as soon
as possible but in any event within ten (10) Business Days following  receipt of
said proposed  certificate  from Landlord,  return a fully  executed,  dated and
notarized copy of said  certificate to Landlord.  In the event Tenant shall fail
to return a fully executed copy of such certificate (or a fully executed copy of
a modified certificate  acceptable to Landlord) to Landlord within the foregoing
ten (10)  Business Day period,  then Tenant shall be deemed to have approved and
confirmed all of the terms, certifications and representations contained in such
certificate.

          30. LANDLORD ESTOPPEL CERTIFICATES.

          30.1 Landlord  agrees to furnish within thirty (30) days after request
by Tenant (or within ten (10)  Business  Days if the reason for any such request
is to comply with the  requirements of any securities law) a certificate  signed
by  Landlord  stating the date to which Base Rent and  Additional  Rent has been
paid by Tenant and confirming the absence or existence of defaults  hereunder of
which  Landlord has knowledge and anything else  reasonably  requested by Tenant
relating to the terms of this Lease.

          31. NOTICES

          31.1 Each provision of this Lease,  or of any applicable  governmental
laws,  ordinances,  regulations,  and other  requirements  with reference to the
sending,  mailing or delivery of any notice,  or with reference to the making of
any payment by Tenant to Landlord,  shall be deemed to be complied with when and
if the following steps are taken:


          (a) All Base Rent,  Additional Rent and other payments  required to be
made by Tenant to Landlord hereunder shall be payable to Landlord at the address
set forth in the  Fundamental  Lease  Provisions  or at such  other  address  as
Landlord may specify from time to time by written notice delivered in accordance
herewith.

          (b) All notices,  requests,  demands or other communications  (each, a
"Notice") with respect to this Lease,  whether or not herein expressly  provided
for, shall be in writing and shall be given by hand delivery or by United States
certified mail, postage prepaid, return receipt requested, or by express mail or
overnight   courier,   or  by  telecopier  (with  a  requirement  of  electronic
confirmation  of receipt if a Notice is sent by  telecopier)  to the  parties at
their  respective  addresses or telecopy numbers as set forth in the Fundamental
Lease Provisions.  Any such addresses for the giving of Notice may be changed by
either  party by giving  Notice  thereof to the other.  Notices  shall be deemed
given upon the date of first attempted delivery.

          32. JOINT AND SEVERAL LIABILITY

          32.1 If there be a guarantor of Tenant's  obligations  hereunder,  the
obligations  hereunder  imposed  upon  Tenant  shall be the  joint  and  several
obligations  of Tenant  and such  guarantor.  Landlord  need not  first  proceed
against  Tenant  before  proceeding  against such  guarantor  nor shall any such
guarantor be released  from its guaranty for any reason  whatsoever,  including,
without limitation,  in case of any amendments hereto, waivers hereof or failure
to give such guarantor any notices hereunder. Any guarantee shall be a guarantee
of payment and not a guarantee of collection.

          33. PERSONAL LIABILITY

          33.1 The  liability  of Landlord to Tenant for any default by Landlord
under the terms of this Lease  shall be limited to the  interest  of Landlord in
the Unit and, to the extent  proceeds and income from the Unit are actually held
by  Landlord  at the  time of the  entry of  judgement  against  Landlord,  such
proceeds  and income,  and in no event shall  Tenant make any claim  against the
members,  shareholders,  officers,  directors,  individuals,  partners  or joint
venturers of Landlord, or any partners of such partners or joint venturers,  for
any deficiency nor shall any such members,  shareholders,  officers,  directors,
individuals,  partners or joint  venturers,  or any partners of such partners or
joint venturers,  have or be subject to any personal liability and the assets of
such parties shall not be subject to levy,  attachment or other enforcement of a
remedy sought by Tenant or anyone  claiming by,  through or under Tenant for any
breach or claim hereunder.  This clause shall not be deemed to limit or deny any
remedies  which  Tenant may have in the event of default by  Landlord  hereunder
which do not involve the personal liability of Landlord.

          33.2 Subject to the provisions of Section 18.2 hereof, notwithstanding
anything herein to the contrary, except in the event of a casualty in accordance
with the terms of  Article 23  hereof,  in the event that the Board of  Managers
fails to perform any of its  obligations  under this  Lease,  or if the Board of
Managers,  through the  performance of any of its  obligations  hereunder or any
other act or omission of the Board of Managers in the Premises,  the Unit or the
Building,  the Board of Managers damages or injures the Premises,  Tenant or any
of Tenant's employees, affiliates,  subtenants or assigns or any of the property
owned by any of the foregoing,  Tenant  covenants and agrees to look only to the
Board of Managers  for any claim with  regard to such act or omission  and shall
not in any way look to Landlord to satisfy any such claim or otherwise abate its
payment of Base Rent or Additional Rent or terminate this Lease.

          34. ENVIRONMENTAL MATTERS

          34.1 Tenant shall not engage in operations at the Premises or Building
which involve the generation, manufacture, refining, transportation,  treatment,
storage,  handling or disposal of Hazardous Materials (as hereinafter  defined);
provided, however, that Tenant shall not be precluded from transporting, storing
or utilizing  limited  quantities of substances  typically  used and  reasonably
necessary  for  the  ordinary  operation  and  maintenance  of the  Building  or
Premises, so long as such substances are used,  transported,  stored and handled
in accordance with all Applicable Laws (as hereinafter defined).  Tenant further
covenants  that it will  not  cause  or  permit  to  exist,  as a  result  of an
intentional or unintentional action or omission on Tenant's part, the releasing,
spilling,  leaking, pumping, pouring, emitting,  emptying or dumping from, on or
about the Premises or Building of any Hazardous Materials.

          34.2  (a)  Except  to  the  extent  such  compliance  is  specifically
identified as Landlord's or the Board of Manager's obligation hereunder, Tenant,
its agents, officers, partners, subtenants', employees, on-site contractors, and
invitees,  shall be in compliance with all applicable state,  federal, and local
environmental  and safety laws and  regulations,  shall  obtain and maintain all
permits, licenses, and authorizations required for Tenant's business, equipment,
and operations on and in connection with the Premises or Building,  shall comply
with all terms and conditions of such permits, licenses, and authorizations, and
shall  comply  with  all  applicable   laws,   statutes,   rules,   regulations,
requirements,  orders,  and directives of  Governmental  Authorities  including,
without  limitation,  the  Resource  Conservation  and  Recovery Act (42 U.S.C.,
Section 6901 et seq.); the Comprehensive  Environmental  Response,  Compensation
and Liability Act (42 U.S.C.,  Section 9601 et seq.); the New York Environmental
Conservation  Law; all applicable  fire and municipal  building  codes,  and any
amendments  thereto and any  applicable  guidelines or  regulations  promulgated
thereunder (collectively, the "Applicable Laws").

          (b) Tenant shall certify to Landlord, on request, that (i) Tenant, its
agents, officers,  partners,  subtenants,  employees,  on-site contractors,  and
invitees,  are in compliance with the  requirements of all Applicable Laws, (ii)
no disposal of  Hazardous  Materials  has  occurred  on, in,  under or about the
Premises or Building  for which Tenant is  responsible,  and (iii) no release of
Hazardous Materials has occurred on, in, under or about the Premises or Building
for which Tenant is responsible.

          (c) Tenant shall  indemnify,  defend,  and hold all  Landlord  Parties
harmless  from and against any and all claims,  judgments,  damages,  penalties,
fines,  liabilities,  losses,  and  costs  and  expenses  (including  reasonable
attorney's  fees and court  costs)  which  arise at any time during or after the
Term as a result of or in connection with (i) Tenant's breach of any prohibition
or  requirements  set forth in this Section,  and (ii) any  Hazardous  Materials
present or occurring  in the  Premises or Building as a result of Tenant's,  its
agents,  officers,  partners,  subtenants,  employees,  on-site contractors,  or
invitees,  activities  or  omissions  on or in  connection  with the Premises or
Building.  Tenant shall  promptly  notify  Landlord of any actual or  threatened
losses  hereunder.  This  obligation  by Tenant to indemnify,  defend,  and hold
harmless Landlord  includes,  without  limitation,  costs incurred in connection
with any  investigation  of site  conditions,  preparation  of any  remedial  or
cleanup plan, or any cleanup, remedial, removal, or restoration work required by
Landlord  or any  Governmental  Authority  because  of any  Hazardous  Materials
occurring  or  present  in,  on,  under,  or about  the  Premises  or  Building,
diminution in value of the Premises or Building, damages for the loss or amenity
of the Premises or Building,  and sums paid in settlement of claims,  penalties,
attorneys' fees, court costs,  consultant and laboratory fees, and expert's fees
as a  result  of  Tenant's,  its  agents',  officers',  partners',  subtenants',
employees',  on-site  contractors' or invitees' activities or omissions on or in
connection with the Premises or Building. Without limiting the foregoing, if any
Hazardous Materials attributable to Tenant, its agents',  officers',  partners',
subtenants',  employees',  on-site contractors', or invitees', or the activities
of any of them,  are found on, under or about the  Premises or Building,  Tenant
shall  promptly take all actions,  at its sole expense,  necessary to return the
Premises or Building or surrounding area to the condition  existing prior to the
introduction  of Hazardous  Materials to the Premises or Building or surrounding
area in accordance with Applicable Laws;  provided (i) that, except in emergency
situations  (in  which  case  Notice  shall  be  given  to  Landlord  as soon as
practicable), Landlord's approval of such actions shall first be obtained, which
approval  shall  not be  unreasonably  withheld  or  delayed,  and (ii) if it is
impossible to return the Premises or Building to such  condition,  as determined
by  Landlord  in  its  reasonable  judgment,   then  Tenant  may  substitute  an
alternative  action which will  achieve and  maintain the safe  condition of the
Premises or Building or is reasonably  necessary to protect its occupants and is
in  compliance  with  Applicable  Laws,  if such  alternative  is  acceptable to
Landlord in its sole discretion.

          34.3 In the  event of  Tenant's  failure  to  comply in full with this
Article 34, Landlord or the Board of Managers may, at Landlord's or the Board of
Managers' option,  perform any and all of Tenant's  obligations as aforesaid and
all costs and expenses  incurred by Landlord in the exercise of this right shall
be deemed to be  Additional  Rent  payable  on demand  and with  interest  until
payment at the rate provided in Section 6.1.  Landlord shall have the right, but
not the  obligation,  to inspect the Premises and/or to conduct or cause to have
conducted   environmental  audits  from  time  to  time  to  ascertain  Tenant's
compliance with the terms herein.

          34.4  As  used  herein,  the  term  "Hazardous  Materials"  means  any
hazardous, toxic, flammable, or explosive substance, material, or waste which is
or  becomes  regulated  by  any  Governmental  Authority.  The  term  "Hazardous
Materials" includes,  without limitation, any material or substance which is (i)
petroleum,  (ii) asbestos,  (iii) designated as a "hazardous substance" pursuant
to Section 311 of the Federal Water  Pollution  Control Act (33 U.S.C.,  Section
1317), (iv) defined as "hazardous waste" pursuant to Section 1004 of the Federal
Resource  Conservation  and Recovery Act, 42 U.S.C.,  Section 6901 et seq.,  (v)
defined as a "hazardous  substance" pursuant to Section 101 of the Comprehensive
Environmental Response,  Compensation and Liability Act, 42 U.S.C., Section 9601
et seq., (vi) defined as a "hazardous  substance" or "hazardous waste" under the
New York  Environmental  Conservation  Law, or (vii) defined as a "hazardous" or
"toxic"  substance  in any  law  similar  to or in any  amendment  of any of the
foregoing laws.

          34.5  Notwithstanding  anything  in  this  Section  to  the  contrary,
Landlord shall be responsible for removing any Hazardous  Materials  existing in
the Unit or Premises as of the Lease Commencement Date to the extent required by
Applicable Laws. Landlord shall,  subject to Section 34.2 hereof, be responsible
for removing any Hazardous  Materials  that exist in the Unit Common Areas as of
Lease Commencement Date to the extent required by Applicable Laws.

          34.6  This  Article  34  shall   survive  the   expiration  or  sooner
termination of this Lease.

          35. ARBITRATION

          35.1 Any controversy or claim between Tenant and Landlord  arising out
of or relating to this Lease and  specifically  made  subject to this Article 35
shall be determined by arbitration in New York, New York in accordance  with the
Commercial  Arbitration Rules then pertaining of the AAA, subject,  however,  to
the following provisions:

          (i) The AAA shall provide the parties with an identical  list of names
of persons selected from its panel of arbitrators  having not less than ten (10)
years  experience  in the  area  of the  dispute  from  which a  single  neutral
arbitrator  mutually acceptable to the parties will be appointed within ten (10)
days of receipt of such list;

          (ii) If the AAA shall be  unable to  appoint  an  arbitrator  mutually
acceptable  to the parties,  or if the parties can not agree upon an  acceptable
arbitrators  within  the  ten  (10)  days  of  the  receipt  of a  list  of  the
arbitrators,  it shall appoint a single neutral  arbitrator having not less than
ten (10) years experience in the area of the dispute;

          (iii) The  hearings  shall  occur on  consecutive  weekdays  and shall
commence  not  later  than  thirty  (30)  days  after  the  appointment  of  the
arbitrator, unless the parties shall agree otherwise in writing;

          (iv) All fees and  expenses  of the  arbitrator  and the AAA  shall be
borne equally by Landlord and Tenant; and

          (v)  Within  thirty  (30)  days  after  the  close  of  hearings,  the
arbitrator  shall  render a written  decision on each issue  presented,  setting
forth specifically the reasons therefor.

          36. SECURITY AREA

          36.1 Notwithstanding anything to the contrary contained in this Lease,
in the event  that at any time  during  the Term  Tenant  shall give a Notice to
Landlord  designating  an area of the  Premises  which is used by Tenant for the
storage of money,  securities  or  valuable  or  confidential  documents  as the
"Security Area",  then from and after the date designated in such Notice,  which
shall be not less than five (5) days  after the date of  Landlord's  receipt  of
Tenant's  Notice,  except in the event of an emergency  (in which case  Landlord
shall provide Tenant with reasonable prior  telephonic  notice) Landlord and its
agents shall not exercise any right to enter the Security Area,  unless Landlord
is  accompanied  by an employee of Tenant,  provided  that Tenant  shall make an
employee  available to accompany Landlord or its agents during such entry at any
time during Business Hours.  The location,  installation  and maintenance of the
Security  Area by Tenant  shall  comply  with all  requirements  of Article  12,
Insurance Requirements and Legal Requirements.

          37. NO RECORDING

          37.1 Neither  party shall have the right to record this Lease and same
shall not be recorded.  Any  recording  or attempted  recording of this Lease by
Tenant shall constitute an Event of Default.


          38. Intentionally Deleted.




          39. SECURITY DEPOSIT



          39.1 Tenant shall  deposit with  Landlord on the signing of this Lease
the Security Deposit as security for the faithful  performance and observance by
Tenant of the terms,  conditions and provisions of this Lease, including without
limitation,  the  surrender of  possession of the Premises to Landlord as herein
provided. The Security Deposit shall be in the form of a letter of credit issued
on the account of Tenant by a New York Clearinghouse  member bank. The letter of
credit and the issuer  bank must be in all  respects  reasonably  acceptable  to
Landlord  and the letter of credit must  provide for partial  draws and that the
same may be drawn upon by Landlord  pursuant to the  provisions of this Section.
In the event  Tenant  defaults  in respect of any of the terms,  provisions  and
conditions  of this  Lease,  including,  but not limited to, the payment of Base
Rent or Additional  Rent,  Landlord may,  after the expiration of the applicable
notice or cure  period,  apply or retain  the whole or any part of the  Security
Deposit so deposited to the extent required for the payment of any Base Rent and
Additional Rent or any other sum as to which Tenant is in default or for any sum
which  Landlord  may expend or may be  required  to expend,  as provided in this
Lease, by reason of Tenant's  default in respect of any of the terms,  covenants
and conditions of this Lease.  If the bank issuing the letter of credit notifies
Landlord that it wishes to terminate the letter of credit,  Tenant shall have up
to thirty (30) days prior to the expiration of such letter of credit in which to
obtain a replacement letter of credit under the same terms and conditions as the
prior  letter of credit.  If Tenant  does not obtain such  substitute  letter of
credit and deliver  the same to Landlord at least  thirty (30) days prior to the
expiration of the original letter of credit,  Landlord shall be entitled to draw
down the  remaining  balance  of the  letter of credit  and hold the same as the
Security  Deposit.  Tenant  shall be required to obtain a  substitute  letter of
credit on the same terms and conditions of the original  letter of credit within
thirty  (30) days of  Landlord  drawing  down on the  remaining  balance  of the
original  letter of credit.  If  Landlord  applies  or  retains  any part of the
Security Deposit so deposited,  Tenant, upon demand, shall deposit with Landlord
the amount so applied or retained so that Landlord  shall have the full Security
Deposit  on hand at all  times  during  the  Term.  If  Tenant  shall  fully and
faithfully comply with all of the terms, provisions, covenants and conditions of
this Lease,  the security shall be returned to Tenant within ten (10) days after
the Expiration Date and after delivery of the entire  possession of the Premises
to Landlord. In the event of a sale of the Unit or leasing of the Unit, Landlord
shall have the right to transfer the  Security  Deposit to the vendee or lessee,
and, if such vendee or lessee agrees to assume such Security  Deposit,  Landlord
shall be released by Tenant from all  liability  for the return of the  Security
Deposit;  and Tenant agrees to look solely to the new landlord for the return of
the Security Deposit; and it is agreed that the provisions hereof shall apply to
every  transfer or  assignment  made of the Security  Deposit to a new landlord.
Tenant  further  covenants  that it will not  assign or  encumber  or attempt to
assign or encumber  the  Security  Deposit  and that  neither  Landlord  nor its
successors  or  assigns  shall be bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

          39.2 Notwithstanding anything herein to the contrary,  Tenant shall be
entitled  to reduce  its  letter of credit by an amount  equal to $83,125 on the
third  (3rd)  anniversary  of the Base Rent  Commencement  Date,  (i) so long as
Tenant  has not  been  given  Notice  of any  default  under  any of the  terms,
covenants or  conditions  of this Lease (and such default  remains  uncured) and
(ii) to the extent  that  Landlord  has drawn down on all or any  portion of the
Security Deposit in accordance with Section 39.1 hereof, Tenant has replaced the
amount  applied or retained by Landlord.  In the event that Tenant is refunded a
portion of the Security Deposit in accordance with the preceding  sentence,  the
Security  Deposit  shall be deemed to be reduced by such amount for all purposes
under this Lease.

          40. MISCELLANEOUS

          40.1 Neither  Landlord nor Landlord's  agents or brokers have made any
representations  or  promises  with  respect  to the  Premises,  the Unit or the
Building  except as herein  expressly  set forth  and no  rights,  easements  or
licenses are acquired by Tenant by implication or otherwise  except as expressly
set forth in the provisions of this Lease.

          40.2 The  submission of this Lease to Tenant shall not be construed as
an offer, nor shall Tenant have any rights with respect thereto unless and until
Landlord and Tenant shall  execute a copy of this Lease and Landlord  delivers a
fully executed copy to Tenant.

          40.3  Any  approval  by  Landlord  or  Landlord's   architects  and/or
engineers  of any of  Tenant's  drawings,  plans  and  specifications  which are
prepared in connection  with Tenant's Work, any  Alterations or  construction of
other  improvements in the Premises shall not in any way be construed or operate
to bind Landlord or to constitute a representation or warranty of Landlord as to
the adequacy or sufficiency of such drawings,  plans and specifications,  or the
improvements to which they relate, for any use, purpose, or condition,  but such
approval shall merely be the consent of Landlord as may be required hereunder in
connection  with Tenant's Work, any  Alterations  or the  construction  of other
improvements  in the  Premises  in  accordance  with  such  drawings,  plans and
specifications.

          40.4 If Tenant signs as a corporation,  each of the persons  executing
this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a
duly authorized and existing corporation,  qualified to do business in New York,
that the corporation has full right and authority to enter into this Lease,  and
that each of the persons signing on behalf of the corporation were authorized to
do so.

          40.5 If  Tenant's  interest  in this  Lease  shall  be  assigned  to a
partnership (or to 2 or more persons,  individually, or as joint venturers or as
co-partners of a partnership)  pursuant to Article 19 (any such  partnership and
such  persons are  referred to in this  Article as  "Partnership  Tenant"),  the
following provisions of this Section shall apply to such Partnership Tenant: (i)
the liability of each of the parties  comprising  Partnership Tenant (other than
limited  partners)  shall  be  joint  and  several,  (ii)  each  of the  parties
comprising  Partnership  Tenant hereby  consents in advance to, and agrees to be
bound by, any modifications,  termination,  discharge or surrender 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 an of
the parties comprising Partnership Tenant, (iii) any bills, statements, Notices,
demands,  requests or 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 parties,  (iv) if  Partnership  Tenant
shall  admit new  partners  all such new  partners  or members  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 (v) Partnership  Tenant shall give prompt Notice to
Landlord of the  admission of any such new partners or members,  and upon demand
of Landlord,  shall cause each such new partner or member to execute and deliver
to Landlord an agreement in form satisfactory to Landlord, wherein each such new
partner or member 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 or member to execute or  deliver  any such  agreement  nor the
failure  of any such new  partner  or  member to  execute  or  deliver  any such
agreement to Landlord shall vitiate the  provisions of subdivision  (iv) of this
Section 40.5.

          40.6  Although  this Lease was drawn by  Landlord,  both  Landlord and
Tenant have had  significant  comment with  respect to the terms and  provisions
contained therein.  Accordingly, this Lease shall not be construed either for or
against Landlord or Tenant,  but shall be construed simply according to its fair
meaning.

          40.7 Whenever a period of time is herein  prescribed  for action to be
taken by Landlord or Tenant,  Landlord or Tenant,  as  applicable,  shall not be
liable or responsible  for, and there shall be excluded from the computation for
any such period of time,  any delays caused by or  attributable  to acts of God,
unusual weather  conditions,  strikes,  lockouts,  labor disputes,  inability to
obtain an adequate  supply of  materials,  fuel,  water,  electricity,  or other
supplies,  casualty,  governmental action, accidents,  breakage,  repairs or any
other causes of any kind whatsoever  which are beyond the reasonable  control of
Landlord or Tenant, as applicable (collectively "Force Majeure").


          40.8 If any clause or provision of this Lease is illegal,  invalid, or
unenforceable  under present or future laws effective  during the Term, then and
in that event,  the  remainder of this Lease shall not be affected  thereby.  In
lieu of each  clause or  provision  of this  Lease that is  illegal,  invalid or
unenforceable,  there  shall  be  added  as a part of this  Lease  a  clause  or
provision as similar in terms to such illegal,  invalid or unenforceable  clause
or provision as may be possible and legal, valid and enforceable.

          40.9 This  Lease may not be  altered,  changed or  amended,  except by
instrument in writing signed by both parties hereto.  No provision of this Lease
shall be deemed to have been waived by Landlord or Tenant  unless such waiver be
in writing signed by Landlord or Tenant, as applicable,  and addressed to Tenant
or Landlord,  as  applicable,  nor shall any custom or practice which may evolve
between the parties in the  administration  of the terms  hereof be construed to
waive or lessen the right of Landlord  or Tenant to insist upon the  performance
by Tenant or  Landlord,  as  applicable,  in  strict  accordance  with the terms
hereof.

          40.10 Provided this Lease has not been  terminated in accordance  with
the provisions of this Lease,  Tenant shall peaceably and quietly hold and enjoy
the Premises for the Term,  without  hindrance from Landlord or anyone  claiming
through Landlord, subject to the terms and conditions of this Lease.

          40.11  Words  of any  gender  used in this  Lease  shall  be held  and
construed to include any other gender, and words in the singular number shall be
held to include the plural, unless the context otherwise requires.

          40.12 The captions  contained in this Lease are for the convenience of
reference  only, and in no way limit or enlarge the terms and conditions of this
Lease.

          40.13 Nothing  contained in this Lease shall be deemed or construed to
create a partnership or joint venture of or between  Landlord and Tenant,  or to
create any other  relationship  between  the parties  hereto  other than that of
Landlord and Tenant.


          40.14 The term  "Landlord"  as used in this Lease  shall mean only the
owner,  or the mortgagee in possession,  for the time being, of the Unit, or the
owner of a lease of the Unit, so that in the event Landlord shall sell or convey
the  Unit  to any  party,  such  party  shall  be  deemed  to have  assumed  the
obligations  of  Landlord  arising  from and  after the date of such  sale,  all
liabilities  and  obligations  on the  part of the  Landlord  under  this  Lease
accruing  thereafter  shall  terminate,  and thereupon all such  liabilities and
obligations shall be binding on the new landlord,  and it shall be so deemed and
construed  without  further  agreement  between  Landlord and its  successors in
interest.

          40.15 The  provisions of this Lease shall be binding  upon,  and shall
inure to the  benefit of, the  parties  hereto  with  respect to the matters set
forth  herein  and to the  extent  permitted  under  this Lease to each of their
respective representatives, successors and assigns.

          40.16 This Lease, together with the Exhibits attached hereto, contains
and embodies the entire agreement of the parties hereto, and no representations,
inducements or agreements, oral or otherwise,  between the parties not contained
in this Lease, and the Exhibits annexed hereto, shall be of any force or effect.

          40.17 This Lease and the rights and obligations of both parties hereto
hereunder shall be governed by the laws of the State of New York.

          40.18 If the  Base  Rent or any  Additional  Rent  shall be or  become
uncollectible  by  virtue  of any  law,  governmental  order or  regulation,  or
direction of any public officer or body,  Tenant shall enter into such agreement
or agreements and take such other action (without  additional expense to Tenant)
as Landlord may request, and as may be legally  permissible,  to permit Landlord
to collect the maximum  Base Rent and  Additional  Rent which may,  from time to
time  during  the  continuance  of  such  legal  rent   restriction  be  legally
permissible,  but not in excess of the amounts of Base Rent and Additional  Rent
payable under this Lease.  Upon the termination of such legal rent  restriction,
(A) the Base Rent and  Additional  Rent,  after such  termination,  shall become
payable under this Lease in the amount of the Base Rent and Additional  Rent set
forth in this Lease for the period  following such  termination,  and (B) Tenant
shall pay to Landlord,  if legally permissible,  an amount equal to (i) the Base
Rent and Additional Rent which would have been paid pursuant to this Lease,  but
for such rent  restriction,  less (ii) the Base Rent and Additional Rent paid by
Tenant to Landlord during the period that such rent restriction was in effect.

          40.19 If any  excavation  or other  construction  shall be made on any
premises  adjoining  or above or below the Unit or the  Building,  Tenant  shall
permit  Landlord,  the  Board of  Managers  or the  adjoining  owner,  and their
respective  agents,  employees,  licensees  and  contractors  to enter  upon the
Premises  and to  shore  the  walls  thereof  and to  erect  scaffolding  and/or
protective  barricades  around the Building and to do any act or thing necessary
for the safety or preservation of the Unit or the Building. Tenant's obligations
under this Lease shall not be affected by any such  construction  or  excavation
work,  shoring-up,  scaffolding or  barricading  provided that the activities of
Landlord and the Board of Managers or the adjoining owner, as applicable, in the
Premises do not prevent Tenant from conducting its usual and customary  business
within the Premises.  Neither Landlord nor the Board of Managers shall be liable
for any  inconvenience,  disturbance or loss or business or any other  annoyance
arising  from  such  construction,   excavation,   shoring-up,   scaffolding  or
barricades  provided  Landlord or the Board of Managers,  as applicable,  is not
grossly  negligent  in the  performance  of such work or perform  such work with
willful misconduct.

          40.20 If the Building  shall no longer be owned in a condominium  form
of  ownership,  this Lease shall  remain in full force and effect,  Tenant shall
continue to pay Base Rent and  Additional  Rent and  Landlord  and Tenant  shall
perform  their  respective  obligations  hereunder.  If either party  reasonably
believes  that it is necessary to clarify the terms of this Lease as a result of
such  conversion  in the form of  ownership,  then  Landlord  and  Tenant  shall
promptly execute an agreement clarifying their respective obligations under this
Lease;  provided,  however,  neither party shall be required to execute any such
instrument  which  would  diminish  or detract  from the rights of such party or
expand or enhance the obligations of such party under this Lease.

          40.21 In the event that  Landlords  interest in the Unit or the Unit's
share of the Building  changes as a result of any sale,  acquisition,  transfer,
assignment or  disposition  of any portion of the Unit (other than the Premises)
to any other party (other than an affiliate  of  Landlord),  Landlord and Tenant
agree to recalculate  "Tenant's  Proportionate  Share",  in a fair and equitable
manner to reflect such sale, acquisition,  transfer,  assignment or disposition,
it being understood that such  recalculation  shall be on such terms and in such
manner as shall be mutually  agreeable  to Landlord  and Tenant.  When  Tenant's
Proportionate  Share has been  recalculated (in accordance with this paragraph),
Landlord and Tenant shall  execute and deliver an agreement  setting  forth such
recalculation  and confirming  Tenant's  Proportionate  Share.  Any dispute with
regard to this Section 40.21 shall be settled by arbitration in accordance  with
the procedures set forth in Article 35 hereof.

          40.22  Tenant  irrevocably  waives any and all right(s) it may have in
connection  with any zoning lot merger or subdivision or transfer of development
rights with respect to the Unit,  the Building or the Land,  including,  but not
limited  to, any rights it may have to be a party to or to execute or to contest
any Declaration of Restrictions (as such term is defined in Section 12-10 of the
Zoning  Resolution  of the City of New York  effective  December  15,  1961,  as
amended) with respect to the Unit, the Building or the Landlord that would cause
the Premises to be merged with or unmerged from any other zoning lot pursuant to
such Zoning Resolution or to any document of a similar nature and purpose.  This
Lease shall be subject and subordinate to any Declaration of Restrictions or any
other  document of similar  nature and purpose now or  hereafter  affecting  the
Unit,  the Building or the Land  provided  same does not increase  Tenant's Base
Rent or Additional Rent hereunder and does not materially  adversely  affect any
of Tenant's rights hereunder or materially increase any of Tenant's  obligations
or decrease any of Tenant's  remedies under this Lease.  In confirmation of such
subordination and waiver,  Tenant shall execute and delivery promptly any waiver
document  or other  certificate  or  instrument  that  Landlord  may  reasonably
request.

          40.23 Tenant covenants and agrees that if by reason of a default under
the Ground Lease  (including any underlying lease through which Landlord derives
its leasehold estate in the Premises), such Ground Lease and/or underlying lease
and the leasehold  estate of the Landlord in the Premises is terminated,  Tenant
will attorn to the then  holder of the  reversionary  interest  in the  Premises
demised by this Lease and will recognize such holder as Tenant's  landlord under
this Lease,  unless the lessor  under such  Ground  Lease and  underlying  lease
shall,  in any  proceeding to terminate  such Ground Lease or underlying  lease,
elect to  terminate  this  Lease and the right of the Tenant  hereunder.  Tenant
agrees to  execute  and  delivery,  at any time and from time to time,  upon the
request of the Landlord or of the lessor under the Ground Lease,  any instrument
which may be  necessary  or  appropriate  to evidence  such  attornment.  Tenant
further  waives the  provision of any statute or rule of law now or hereafter in
effect  which  may give or  purport  to give  Tenant  any right of  election  to
terminate this Lease or to surrender possession of the Premises in the event any
proceeding  is brought by the lessor under such Ground  Lease and/or  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.


          41. THE LOWER MANHATTAN PLAN

          41.1 Landlord hereby  represents that tenants of the Unit are eligible
for the  benefits of Title 4 of Article 4 of the New York Real  Property Tax Law
(the "Lower Manhattan Plan").

          41.2 A. For purposes of this Article 41, unless  otherwise  defined in
this Lease,  all terms used herein shall have the  meanings  ascribed to them in
the Lower Manhattan Plan.

          B. For purposes of the Lower Manhattan Plan, Tenant's Percentage Share
shall mean Tenant's Proportionate Share.

          C. For so long as Tenant  continues to be eligible for the real estate
tax  abatement of the Lower  Manhattan  Plan (herein  called the "LMP  Abatement
Benefits")  with  respect to the  Premises,  Landlord  agrees to comply with the
provisions  and   requirements  of  the  Lower  Manhattan  Plan  and  the  rules
promulgated  thereunder  as the same relate to the  Premises and to Landlord (in
connection with Tenant's eligibility for the LMP Abatement Benefits).

          D. (i) Tenant shall  indemnify and hold harmless all Landlord  Parties
from and against any and all claims arising from or in connection  with Tenant's
failure to fully and faithfully  comply with the terms  covenants and conditions
of the Lower Manhattan Plan and the application  filed by or on behalf of Tenant
(to the extent that Tenant is obligated to comply with the terms,  covenants and
conditions of The Lower  Manhattan Plan or  application,  as the case may be), a
form of which is  attached  hereto as Exhibit I,  together  with all  reasonable
costs,  expenses and liabilities  incurred in connection with each such claim or
action  or  proceeding  brought  thereon,  including,  without  limitation,  all
attorneys' fees and expenses.

          (ii)  Landlord  shall  indemnify  and hold  harmless  Tenant  from and
against any and all claims arising from or in connection with Landlord's failure
to fully and faithfully  comply with the terms,  covenants and conditions of the
Lower Manhattan Plan and the application filed by or on behalf of Tenant (to the
extent  that  Landlord is  obligated  to comply  with the terms,  covenants  and
conditions of The Lower  Manhattan Plan or  application,  as the case may be), a
form of which is  attached  hereto as Exhibit I,  together  with all  reasonable
costs,  expenses and liabilities  incurred in connection with each such claim or
action  or  proceeding  brought  thereon,  including,  without  limitation,  all
attorneys' fees and expenses.

          E. In accordance  with the Lower  Manhattan  Plan and  notwithstanding
anything  to the  contrary  contained  in this Lease,  Landlord  agrees to allow
Tenant against the Base Rent and Additional Rent payable by Tenant  hereunder in
an amount that,  in the  aggregate,  equals the full amount of any  abatement of
Real Estate Taxes granted for the Premises  pursuant to the Lower Manhattan Plan
and actually  received by Landlord  (herein  called the "Actual LMP  Benefits").
Landlord  shall,  within  thirty  (30) days after its  receipt of the Actual LMP
Benefits,  credit the full amount thereof (less the amounts  accrued or expended
by Landlord in obtaining the same including,  but not limited to, any charges or
fees imposed by the New York City Department of Finance (the "Department"),  any
legal fees incurred in processing  the  application  for Actual LMP Benefits and
the costs of providing any Further Cooperation,  as set forth below) against the
next installment(s) of Base Rent and or Additional Rent becoming due hereunder.

          F. In accordance  with Section  499-c(5) of the Lower  Manhattan Plan,
Landlord agrees and informs Tenant that:

(1)          an  application  for abatement of real property  taxes  pursuant to
             Title 4 of Article 4 of the New York Real  Property Tax Law will be
             made for the Premises.

(2)          the  rent,  including  amounts  payable  by  Tenant  for real
             property taxes, will accurately reflect any abatement of real
             property  taxes  granted  pursuant to Title 4 of Article 4 of
             the New York Property Tax Law for the Premises.

(3)          at least five dollars  ($5.00) or thirty five dollars  ($35.00) per
             square foot (depending on the number of Tenant's  employees working
             at the  Premises  and the  term of this  Lease)  must be  spent  on
             improvements to the Premises and the common areas.

(4)          all abatements granted with respect to the Unit pursuant to Title 4
             of Article 4 of the New York Real  Property Law will be revoked if,
             during the  Benefit  Period,  real  estate  taxes or water or sewer
             charges  or other  lienable  charges  are  unpaid for more than one
             year,  unless  such  delinquent  amounts  are paid as  provided  in
             subdivision  four of section four hundred  ninety-nine-f of Title 4
             of the New York Real Property Law.

          G.  Nothing   contained  herein  shall  be  construed  to  impose  any
obligation on Landlord to perform any  improvements  to the Premises  and/or the
common areas to establish Tenant's eligibility for the LMP Abatement Benefits.

          H. (i) Landlord,  upon not less than thirty (30) days advance  written
notice from  Tenant,  agrees to  cooperate  with Tenant to execute,  deliver and
file,  together with the Abatement  Application  (as hereinafter  defined),  the
affidavit required by Section 499-C(7) of the Lower Manhattan Plan.

          (ii)  Landlord,  upon not less than thirty (30) days  advance  written
notice from  Tenant,  agrees to  cooperate  with Tenant to execute,  deliver and
promptly  file not later  than one  hundred  eighty  (180)  days after the Lease
Commencement   Date,  an  application  (the  "Abatement   Application")   for  a
certificate of abatement in accordance with Section 499-D of the Lower Manhattan
Plan.  Landlord further agrees to provide all other information  required by the
Department  pursuant  to  Section  499-D  of the  Lower  Manhattan  Plan  and to
otherwise comply with the provisions of said Section 499-D.

          (iii)  For so long as  Tenant  continues  to be  eligible  for the LMP
Abatement  Benefits with respect to the Premises,  Landlord,  upon not less than
thirty  (30)  Business  Days  advance  written  notice  from  Tenant,  agrees to
cooperate  with Tenant to annually  execute,  deliver and file a certificate  of
continuing  eligibility in accordance  with Section 499-F of the Lower Manhattan
Plan.

          I.  Landlord  agrees to provide  Tenant with such further  cooperation
("Further  Cooperation")  as may  reasonably  be  requested  by Tenant to assist
Tenant in obtaining any  incentives,  subsidies,  refunds or payments  ("Further
Benefits")  made available to Tenant by (i) any  modification to or amendment of
the Lower  Manhattan  Plan,  (ii) any  program  of the New York City  Industrial
Development Agency or any other governmental agency or (iii) any public utility.

          J. In the event  that  Tenant is denied the Lower  Manhattan  Plan tax
abatement as a result of Landlord's  failure to pay any real estate taxes, water
or sewer charges or other lienable charges against the Unit, then in such event,
Tenant will receive a credit  against Base Rent and other  charges due under the
Lease an amount equal to the tax  abatement  Tenant would have been eligible for
had  the tax  abatement  been  granted.  Tenant  shall  not be  entitled  to the
foregoing Base Rent credit if the failure to obtain the Lower Manhattan Plan tax
abatement is as a result of the Board of Managers failure to pay any real estate
taxes, water or sewer charges or other lienable charges against the Building.

          42. ROOF RIGHTS.

          42.1 Subject to all of the terms,  covenants  and  conditions  of this
Article 42,  Tenant shall have the right to have  Landlord  provide  Tenant with
roof space to install a  Communications  Dish, as  hereinafter  defined.  Within
thirty (30) days of Landlord's receipt of Tenant's Notice that Tenant desires to
install  a  Communications  Dish on the  roof of the  Building,  Landlord  shall
respond to such request  stating the amount that Landlord will charge Tenant for
renting the roof space  necessary  to install  such  Communications  Dish ("Roof
Rent").  Landlord will charge  Tenant a  commercially  reasonable  rate for Roof
Rent.  If Landlord  and Tenant  agree on a Roof Rent,  then Tenant  shall pay to
Landlord Roof Rent upon installation of the Communications Dish. If Landlord and
Tenant  cannot  agree on the Roof Rent,  within  thirty  (30) days after  Tenant
delivers to Landlord Notice of Tenant's desire to install a Communications Dish,
then both parties  shall  promptly  choose an  arbitrator  to determine the fair
market  value  of the  Roof  Rent,  which,  in  accordance  with  the  following
procedure,  will be the Roof Rent for the roof space  provided  by  Landlord  to
Tenant.  Each party  shall  choose an  arbitrator  who is a senior  officer of a
recognized New York leasing,  brokerage or real estate consulting firm who shall
have at least ten (10) years  experience  in (i) the leasing of office  space in
the  Downtown  Manhattan  Area or (ii)  the  appraisal  of  first  class  office
buildings in Downtown  Manhattan.  The two arbitrators  shall then determine the
fair market value of the Roof Rent within sixty (60) days after the  appointment
of each arbitrator, and if the two arbitrators are unable to agree upon the fair
market  value of the Roof Rent within  such sixty (60) day period,  then a third
arbitrator with the same  qualifications  as the first two arbitrators  shall be
selected  by the two  arbitrators  (or if they are  unable  to  agree,  then the
selection shall be made by the AAA or any organization  successor thereto),  and
the third  arbitrator  shall  determine  the fair market  value of the Roof Rent
within thirty (30) days thereafter in accordance with the following  procedures:
the arbitrator  selected by Landlord and the arbitrator selected by Tenant shall
each make a separate  determination  of the fair market  value of the Roof Rent.
The determination  made by Landlord's  arbitrator is hereinafter  referred to as
Landlord's  Determination and the determination  made by Tenant's  arbitrator is
hereinafter referred to as Tenant's Determination. Each arbitrator shall deliver
a copy of its determination to the third arbitrator and to the other arbitrator.
Each of the two arbitrators may, within five (5) days following a receipt of the
other's  determination  change  its  determination  and  deliver  a copy of such
changed  determination  to the  third  arbitrator  and to the  other  of the two
arbitrators.  No  further  changes in the  determination  will be  allowed.  The
determination  of Roof Rent by the third  arbitrator  shall be either the amount
set forth in  Landlord's  determination  or the  amount  set  forth in  Tenant's
determination.  The third arbitrator may not select any other amount as the Roof
Rent.  The Roof Rent as so determined by the third  arbitrator  shall be binding
upon the parties.  Each party shall be responsible  for the fees and expenses of
the third (3rd) arbitrator and of the AAA.

          42.2 To the extent that (i)  Landlord and Tenant agree to allow Tenant
to install a Communications  Dish on the roof of the Building in accordance with
Section 42.1, (ii) the construction  and operation of a Communications  Dish (as
hereinafter  defined)  will not  interfere  with the then  existing use of other
antennae,  communications  dishes or other  equipment on the roof by others,  in
each case as reasonably  determined by Landlord and (iii) Landlord  receives all
necessary consents,  including,  but not limited to, the consent of the Board of
Managers to such installation,  Tenant shall be permitted, at Tenant's sole cost
and expense, to install,  maintain and operate one satellite communications dish
which  transmits  or  receives  signals  to or from other  Tenant  communication
installations  located off-site  (hereinafter  called a  "Communications  Dish")
thereon,  and to run such lines and cables  necessary  for the  operation of the
Communications  Dish from the roof to the Premises,  provided and upon condition
that:  (i) the  Communications  Dish occupies roof space not to exceed three (3)
square feet in diameter,  (ii) such  installations  shall be deemed  Alterations
within  the  meaning  and  subject  to the  provisions  of  Articles  12  hereof
(including,  without  limitation,  obtaining all required  operating permits and
approvals from the Federal Communications Commission), except that the manner of
installation and location of the Communications Dish and of all lines and cables
shall in all instances be reasonably directed by Landlord, (iii) Tenant promptly
repairs  any  damage  caused  to  the  roof  by  reason  of  such  installation,
maintenance,  operation,  removal  and  replacement,  (iv) Tenant  removes  such
installations, cables, wiring and lines, and repairs any resulting damage to the
Building and restores the roof and the Building to the  condition  which existed
prior to any such  installation,  wear and tear and damage by casualty excepted,
all at or prior to the Expiration Date or sooner termination of the Term of this
Lease, and (v) Tenant,  at its sole cost and expense,  pays for the installation
of any mounting,  shoring and related equipment  necessary to allow placement of
the Communications  Dish above the floor level of the roof, and Tenant agrees to
remove such  mounting,  shoring and related  equipment and repairs any resulting
damage to the Building  and restores the roof and the Building to the  condition
which  existed  prior to any such  installations,  wear and tear and  damage  by
casualty  excepted,  all at or prior to the expiration or sooner  termination of
this lease . The parties  agree that Tenant's use of the roof of the Building is
a non-exclusive  use and Landlord or the Board of Managers may permit the use of
any  other  portion  of the  roof to any  other  person  for  any use  including
installation of other antenna, dishes and similar equipment.

          42.3 Landlord shall have the right, at Landlord's expense, on not less
than  twenty  (20)  days'  prior  written  notice to  Tenant,  to  relocate  the
Communications  Dish of  Tenant,  such  expense to  include  the  removal of the
existing   Communications  Dish,  the  purchasing  of  materials  and  equipment
necessary for the relocation  thereof and  reinstallation of the  Communications
Dish  (and  any  necessary  relocation  and/or  removal  of  conduit  and  cable
connecting the Premises to such rooftop installations) at such other location as
designated  by  Landlord  on the roof of the  Building;  provided  that such new
location of the  Communication  Dish will not prevent  Tenant from operating the
Communication  Dish in  substantially  the  same  manner  as  existed  prior  to
Landlord's  relocation of such  Communication  Dish Tenant shall  cooperate with
Landlord in any such relocation (but at no expense to Tenant).

          42.4 The  Communications  Dish is for the sole use of  Tenant  (or any
permitted subtenant and/or assignee of Tenant) and for no other parties.  Tenant
shall not  resell  in any form the use of the  Communications  Dish,  including,
without   limitation,   the  granting  of  any   licensing   or  other   rights.
Notwithstanding  the  foregoing,   Tenant  shall  not  permit  the  use  of  the
Communications  Dish by any  subtenant  (in the event of a sublease) or assignee
who  or  which  is  engaged   directly  or   indirectly   in  the   business  of
telecommunications at the Building and is using the Communications Dish for that
purpose.

          42.5 The  rights  granted in this  Article 42 are given in  connection
with, and as part of the rights created under, this Lease and are not separately
transferable  or  assignable  other than in  connection  with an  assignment  or
subletting as permitted by this Lease.

          42.6 The Communications Dish shall be considered Tenant's property and
Tenant shall maintain  adequate  insurance  coverage as may from time to time be
reasonably required by Landlord.

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


LANDLORD:                           125 BROAD UNIT C LLC


                            By: /s/ Steven C. Witkoff
                             Name: Steven C. Witkoff
                             Title: Managing Member



TENANT:                            INDIVIDUAL INVESTOR GROUP, INC.


                                   By: /s/ Henry G. Clark
                              Name: Henry G. Clark
                                        Title: Vice President Finance







                                    Exhibit A

                          Legal Description of the Land


                                          SCHEDULE A

The Unit (the "Unit")  known as Commercial  Unit C in the 125 Broad  Condominium
(the  "Condominium"),  said Unit being designated and described as Unit C in the
declaration  (the  "Declaration)  establishing a plan for condominium  ownership
under  Article 9-B of the Real  Property  Law of the State of New York (the "New
York  Condominium  Act") (the  "Premises")  known by the street number 125 Broad
Street (formerly known as 2 New York Plaza), Borough of Manhattan,  City, County
and State of New York,  which  Declaration  is dated as of December 23, 1994 and
recorded in the New York County  Office of the  Register of the City of New York
(the  "City  Register's  Office)  on  January  10,1995 in Reel 2171 page 1959 as
amended by First Amendment to  Declaration,  dated as of March 28, 1995 recorded
April 6, 1995 in Reel 2197 page 1306, as further amended by Second  Amendment to
Declaration,  dated as of December  30, 1996  recorded  February 6, 1997 in Reel
2419 page 2025, as further arnended by Third Amendment to Declaration,  dated as
of June 1, 1997  recorded  January  13,  1998 in Reel 2531 page 375,  as further
amended  by  Fourth  Amendment  to  Declaration  dated as of June  17,  1998 and
recorded June 25, 1998 in Reel 2601,  Page 1393, the Unit is also  designated as
Tax Lot 1003 in Block 5 of Section 1 of the Borough of  Manhattan on the Tax Map
of the Real Property  Assessment Division of the City of New York, and the Floor
Plans of said building, certified by Butler Rogers Baskett, on December 23, 1994
and filed in the Real  Property  Assessment  Division of the City of New York on
January  4,1995  as  Condominium  Plan  No.  898,  and  also  filed  in the City
Register's  Office on January  10,1995 as Map No.  5294 (all  capitalized  terms
herein  which  are not  separately  defined  herein  shall  have the  respective
meanings ascribed to them In the Declaration or in the By-Laws (the "By-Laws" of
The 125 Broad Condominium);

TOGETHER with an undivided 14.224% interest in the Common Elements.

The land upon  which  the unit is  located  is more  particularly  described  as
follows:

ALL that certain lot, piece or parcel of land,  situate,  lying and being in the
Borough of Manhattan,  City, County and State of New York, bounded and described
as follows:

BEGINNING at the corner formed by the intersection of the easterly side of Broad
Street and the northerly side of South Street,  as said streets are shown on Map
No. 29884, dated April 19, 1966 and adopted by the Board of Estimate of the City
of New York on June 23, 1966; and

RUNNING  THENCE  Northerly  along the said easterly side of Broad Street,  as so
mapped 197 feet 10-1/2 inches;

THENCE  Easterly  at right  angles to the last  mentioned  course 295 feet 1-3/4
inches to the  easterly  side of a street (now closed and  eliminated)  formerly
known as Coenties Slip West;

SCHEDULE A - cont. Page 2

THENCE  Southerly along a line forming an interior angle with the last mentioned
course of 89  degrees  52 minutes  34  seconds  and along the  westerly  side of
property of The City of New York  commonly  known as  Jeannette  Park,  166 feet
10-1/4 inches to the northerly side of South Street;

THENCE  Westerly along the said  northerly  side of South Street,  60 feet 6-1/2
inches;

THENCE Westerly and still along the said northerly side of South Street 235 feet
10-7/8 inches to the corner  formed by the  intersection  of the said  northerly
side of South Street with the easterly side of Broad Street,  the point or place
of BEGINNING.







                                    Exhibit B

                                   Location Map of Premises


                         [MAP NOT SUSCEPTIBLE TO EDGAR FILING FORMAT]





                                    Exhibit C

                               Building Standards

                                 
                    Landlord's Building Rules and Regulations

                                 BUILDING RULES

                                        &

                                   REGULATIONS



                                125 BROAD STREET





                      TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS OF
                   THESE RULES AND REGULATIONS AND THE TERMS OF THE LEASE,
                             THE TERMS OF THE LEASE SHALL PREVAIL


REQUIREMENTS FOR MAJOR ALTERATIONS

IT IS AGREED AND UNDERSTOOD THAT IT SHALL BE THE OCCUPANT'S SOLE  RESPONSIBILITY
TO SEE THAT ALL EMPLOYEES AND INDEPENDENT  CONTRACTORS OF THE OCCUPANT INCLUDING
BUT  NOT  LIMITED  TO  THE   OCCUPANT'S   ARCHITECT,   GENERAL   CONTRACTOR  AND
SUBCONTRACTOR  SHALL COMPLY WITH ALL RULES,  REGULATIONS  AND REQUESTS AS STATED
HEREIN. OCCUPANT WILL MAKE NO ALTERATIONS, DECORATIONS,  INSTALLATIONS, REPAIRS,
ADDITIONS,  IMPROVEMENTS  OR  REPLACEMENT  IN, TO OR ABOUT THE PREMISES  WITHOUT
BUILDING MANAGEMENT'S PRIOR REVIEW AND APPROVAL (10 business day turnaround) AND
THEN ONLY BY CONTRACTORS OR MECHANICS APPROVED BY BUILDING MANAGEMENT. ANY COSTS
OR EXPENSE  RESULTING  FROM  OCCUPANT OR  OCCUPANT'S  EMPLOYEES  OR  INDEPENDENT
CONTRACTOR'S FAILURE TO COMPLY WITH ANY OF THE FOLLOWING RULES,  REGULATIONS AND
REQUESTS SHALL BE BORNE BY THE OCCUPANT.

1. Submit to Building Management scaled  architectural and engineering  drawings
including,  but not  limited to,  demolition,  construction,  HVAC,  mechanical,
plumbing and structural,  reflected  ceiling,  electric,  telephone,  finish and
furniture plan. Submit one (1) set of sepias and four (4) sets of prints.  Prior
to start of  project  a review  of the site and  final  approval  must come from
Building  Management.  This  submission of drawings will be concurrent  with the
Filing of drawings with New York City Buildings Department.

2. In the event of major alterations to the original approved Occupant drawings,
Occupant is to submit  plans for review to Building  Management  as indicated in
item one.

3. Name, address,  telephone number and representative or architect/designer and
engineering  firm  responsible  for  Occupant  alteration  must be  submitted to
Building Management.

4. A list of general  contractors and  sub-contractors  being considered for the
construction project must be submitted to the Building Management in writing. It
shall be the  occupant's  sole  responsibility  to submit  to the  above  listed
contractors a copy of the rules and  regulations  as outlined,  prior to bidding
for the job.

5. After Building  Management's  review of  contractors,  submit name,  address,
telephone number and representative of contractor selected to perform the work.

Any licensed architect or engineer can file,  however,  it is preferred that the
Occupant use the approved building filing agent.  Notwithstanding the foregoing,
Tenant shall be permitted to use Milrose Consulting Inc. as its expeditor.

7.  FireQuench  is the  buildings  class "E" vendor and must be used for all the
work relating to the fire command station.
- -----------------
Definitions: Occupant - References the individual owners and tenants in the 
same Agreement.  In regards to an owner this reflects the condominium agreement.
In regards to the tenant this reflects the lease.


8. Building  Management  will require a copy of insurance  for all  contractors,
covering the following.

   a)  Workmen's Compensations
   b)  Public Liability insurance in the amount of $3,000,000.00
   c)  Bodily injury in the amount of $1,000,000.00 per person, $3,000,000.00
       per occurrence.
   d)  Property damage in the amount of $3,000,000.00
   e)  The insurance policy shall include a hold harmless clause for the owner's
       benefit
               (see Exhibit "A")

Special Clause

          Thirty days prior notice of  Certificate  of  Insurance  cancellation,
non-renewal or material  change to 125 Broad  Condominium  and managing agent by
certified mail.

          a. The failure of any contractor of subcontractor to keep the required
insurance  policies in force during the performance of the work covered by these
Rules and  Regulations,  any extension  thereof of any extra or additional  work
contracted  to be  performed by such  contractor  or  subcontractor,  shall be a
breach of this agreement,  and in such event, Building Management shall have the
right, in addition to any other rights, to immediately halt work being performed
on the premises without further cost to the Condominium and Managing Agent.

          b.The  coverage  and amounts set forth  herein  shall not be deemed to
limit contractor's or any  subcontractor's  liability in tort or with respect to
any work contracted for or performed during the term of this agreement.

          c. The contractor's contract shall contain the Indemnity Agreement set
forth below and compliance with the foregoing requirements as to insurance shall
not be deemed to relieve contractor of liability thereunder.

          9. Submit  Building  permit  Applications  for  Building  Management's
signature.

          10. A copy of the  Building  Department  permit is to be  submitted to
Building Management prior to commencement of work. Permit is to be posted on the
job site in conspicuous location prior to commencement of construction. Occupant
shall be responsible for keeping current all permits.

          11. All work and materials  shall comply with all  governmental  codes
and New York City Building Department regulations.

          12.  Contractor's  construction  supervisor  must contact the Property
Manager prior to commencement of construction to arrange a preliminary meeting.

          13. During any new alteration, Occupant shall be responsible to comply
with  all  provisions  of  all  current  local  and  state  laws,  ADA  and  all
appurtenances necessary to comply with same.

          14.  Compliance  with Local Law 16/84 in which Occupant is required to
install a source of emergency  lighting which  includes,  but is not limited to,
exit signs, corridors,  hallways and access facilities.  The fixture (s) must be
compatible  with the building's  system.  All  alterations  requiring  partition
changes shall comply with compartmentation space requirements for the portion of
the Building being altered,  in accordance with Section C26-504.1 of the City of
New York Administrative  Code, as amended from time to time. All partitions that
create division, separation or segregation between either occupancy, demised and
public  areas  and/or  compartmented  spaces  shall  be  of 2  hour  fire  rated
construction inclusive or properly rated and labeled doors.

          15. The New York State Lighting  Standards  shall be complied with. In
order to maintain this requirement, we recommend that during a major renovation,
the  installation  of an energy  conservation  light  fixture  (s) and its inner
components  (ballasts,  bulbs, etc.)  Specifications of same are to be submitted
along with  architectural  plans.  During a small  renovation,  fixtures  may be
reused.  Notwithstanding  the  foregoing,  Tenant may reuse the  existing  light
fixtures and their  individual  components  during the  performance  of Tenant's
Work.

          16. All cabling shall comply with  Bulletin  126-1976 and Article 5 of
the City of New York Electrical code.

          17. Occupant or Occupant's  general contractor (with Occupants written
approval)  is to  contact  the  property  manager  24 hours in  advance  for the
scheduling and coordination of freight elevators for deliveries, rubbish removal
and  rules  unique  to the  building.  Requesting  the  elevator  must be put in
writing.  Please note: Due to the fact that the building is equipped with only 2
freight elevators,  the reservation of freight cars is not on a first come first
serve basis. If more then one tenant reserves the freight  elevator for the same
time period they will have to share the elevator. Freight elevators charges will
be sundryed to the tenant. All rubbish removal shall be before 8:00 am and after
6:00  pm.  Elevators  can be  reserved  before  8:00 am and  after  6:00 pm . No
material  or  equipment  shall  be  carried  under  or on top  of any  elevator.
Construction  material is expressly prohibited from the passenger elevators.  An
owners/tenant  general contractor can not monopolize the freight elevator. It is
Building Management's  responsibility to coordinate scheduling of the elevators.
At no time shall contractor offer cash/gift for special consideration  regarding
freight elevator service.

          18.  Repair  and/or  replace all  materials  adjacent to work affected
areas outside the occupant's space to the satisfaction of Building Management.

          19. Upon  completion  of the work,  Occupant is to submit one complete
set of the Building  Department  approved plans, the HVAC balancing report,  and
the Building Department sign-off to the Building Management office.

          20. All connections to the buildings  electric service must be done by
the building's approved electrical contractors. A certificate of filing prior to
installations will be required with final sign-off or approval when applicable.

          21. Occupant shall reimburse Building Management for all fees incurred
for outside  professional review of plans and specifications.  (ie. - Structural
Engineer, Mechanical Engineer)

          22. No equipment is to be suspended from reinforcing rods.

          23. Equipment shall be suspended with power house clips or steel beams
depending on load.

          24. All floor  loading and steel work shall be subject to review by an
approved Building  structural  engineer.  All approvals shall be obtained by the
Occupant at Occupant's expense. Occupant shall also be responsible for the costs
of all controlled inspections.

          25.  Welding  to  building  steel  is  permitted  with  the  following
conditions.  Proposed weld areas must be approved by the Building Engineer.  All
welding  shall be  performed by licensed  welders  meeting  requirements  of the
Building Code and work under the  supervision of a licensed  inspection  agency.
Inspection  agency to  submit  progress  reports,  difficulties,  acceptance  or
rejection  of the work,  and file a  certificate  with the  Building  Department
authorities attesting to the proper execution of the work.

          26. If, as a result of the work,  any changes are  required to be made
to the  Class  E  communication  system  (e.g.,  speaker  relocation,  addition,
type/style,  etc.) as presently filed, approved and installed,  and a subsequent
inspection  by the New York  City Fire  Department  and/or  Building  Department
indicates their disapproval  thereof,  Occupant shall correct same at Occupant's
sole cost and expense.  As previously  stated on page 2, all work  pertaining to
the Class "E" System  shall be  performed  by the  buildings  Class "E"  vendor,
FireQuench.

          27. Any alteration affecting,  directly or indirectly,  any areas that
contains hazardous material, e.g. asbestos, shall be performed at Occupants sole
cost and expense,  in compliance  with the rules,  regulations,  procedures  and
guidelines,  as amended or adopted from time to time, of New York City Local Law
76/85 and amended by Local Law 80/86,  of the  Environmental  Protection  Agency
(EPA),  Occupational  Safety and  Health  Act  (OSHA),  National  Institute  for
Occupational  Safety  (NIOSHA)  and the New York City Board of  Education,  with
respect  to  standards  for  work  causing,  effecting  or  involving  hazardous
material; repair,  containment,  removal, disposal and/or cleaning operations. A
consultant/Certified  Hazardous  Waste  Inspector,  will  survey and approve the
proposed  abatement plan and also monitor the air quality  testing and method of
removal and submit to building management.  The cost for this service will be at
Occupant's  expense.  Occupant will  relocate any personnel  from the area where
this type of alteration is being performed. Occupant agrees to cause such rules,
regulations,  procedures  and  guidelines to be complied  with.  Occupant  shall
absolve and hold harmless 125 Broad Condominium and Managing Agent and any other
party owning an interest in the  property in which the work is being  performed,
their  employees  and agents,  from any and all  liability  with  respect to any
failure  to  comply  with  any and all  rules,  regulations,  procedures  and/or
guidelines, as amended or adopted from time to time.

          28. Occupant shall obtain from Occupant's  general  contractor and all
sub-contractors  an agreement  in form and  substance  satisfactory  to Building
Management protecting and indemnifying 125 Broad Condominium against any claims,
damages,  liabilities,  costs or expenses  including attorney fees in connection
with any work or any portion of work affecting the premises demised to any other
Occupant or services to be rendered to any other Occupant.

          29. Any  mechanic's  lien,  filed against the demised  premises of the
building for the work claimed to have been done for or materials claimed to have
been furnished to Occupant shall be discharged by Occupant at its expense within
ten (10) days after such  filing,  by payment or filing of the bond  required by
law or  otherwise.  Proof of such  discharge  shall be forwarded to the Building
Office immediately thereafter.

          30. All work, if performed by a contractor's  subcontractor,  shall be
subject to reasonable  supervision and inspection by Building Management.  If an
outside consultant is required to review,  such supervision and inspection shall
be at Occupant's sole expense.

          31. All costs and expenses  incurred  with respect to this  agreement,
either directly or indirectly,  including amounts so incurred by Managing Agent,
shall be borne by Occupant  and all payments  thereof  shall be made by Occupant
promptly as and when they become due,  and  evidence of such  payments  shall be
furnished  to Building  Management  upon  request.  All such costs and  expenses
incurred by Building  Management's  (Managing Agent), and all amounts payable to
Managing Agent pursuant to this agreement and will be sundryed to the occupant.

          125  Broad   Condominium   &  the   Managing   Agent   shall  have  no
responsibility  for or in  connection  with  the  work and  Occupant  shall,  at
Occupants  sole cost and  expense,  remedy  and be  responsible  for any and all
defects in such work that may appear at any time,  whether the same shall affect
the premises in particular or any part of the Building in general.

          Occupant  hereby  indemnifies  and agrees to defend and hold 125 Broad
Condominium  and Managing  Agent,  their  employees and agents harmless from and
against any and all suits, claims,  actions,  losses, costs, damages or expenses
(including  claims  for  workmen's  compensation)  based on  personal  injury or
property damage caused in the  performance of this work by Occupant,  Occupant's
employees,  agents,  servants or  contractors  engaged by  Occupant;  and at the
Condominium's or Managing Agent's  election,  Occupant shall repair,  replace or
reimburse the Managing Agent for the cost and expense of repairing or replacing,
any portion of the Building, item or equipment of Condominium's real or personal
property so damaged,  lost or destroyed to or destruction  of machinery,  tools,
equipment and property of similar nature belonging to the Occupant,  contractor,
and subcontractors  including personal property of the Occupant,  its employees,
and employees of the contractor and sub-contractors.


          Nothing  herein  contained  shall be deemed to (a)  constitute any one
individual  as the  Condominium's  agent or (b) waive  any of the  Condominium's
right pursuant to the terms of provisions of any specific agreement.

          Nothing  herein   contained  shall  be  deemed  to  supersede   and/or
contradict any article,  provision and/or  amendment to the officially  executed
agreement in effect upon inception of these alterations.



                              SUMMARY OF THE WORK

          Final Cleaning

          All induction  units shall be thoroughly  cleaned.  If a contractor is
working on a multi - tenanted  floor,  all toilet  facilities  must be kept in a
clean and neat condition subject to Building Management's approval.

          General Notes

          Standards shown apply, except where any applicable  governing codes or
regulations are more restrictive, in which case such codes and regulations shall
govern.  It shall be the Occupants full  responsibility to make all arrangements
and pay the building charges for hoisting, material moving, use of elevators and
any labor in connection  with the foregoing and any shutdown,  and all allowable
building working hours plus overtime hours.

          Demolition

          Building  Management must be notified in writing prior to the start of
any demolition  project.  At which time Building Management or their contractors
shall have access to the space for inspection purposes.  Demolition work must be
performed by an approved 125 Broad Street Contractor.

          Precautions

          Provide, erect and maintain lights,  barriers,  weather protection and
all other items as required for the proper  protection of the workmen engaged in
demolition  operation,  public and adjacent  construction.  Provide and maintain
weather  protection  at exterior  openings so as to fully  protect the  interior
premises against all damages from the elements.  Provide and maintain  temporary
protection of the existing  structure  designated to remain where demolition and
removal work is being done,  connections made,  materials handled,  or equipment
removed. Provide and maintain a temporary loop around the core floor so that the
floor has water coverage during construction. If contractor chooses to install a
loop, piping needs to be threaded and 2" in diameter.  If contractor chooses not
to install a temporary loop, the contractor  shall provide a building  certified
firewatch at those times when the floor is  unprotected  by sprinkler  coverage.
Building  Management  recommends  utilization of the Building  Engineers for the
Firewatch Patrols.

          Occupant is  responsible  for any damage to the existing  structure or
contents by reason of the insufficiency of protection provided.

          All base building items specifically designated for re-use but damaged
in the  course  of work  performed  under the  general  contract,  or  otherwise
unusable  shall be  replaced  by items of equal  quality  and  appearance  at no
expense to the owner.  The scheduling of all work and the removals of all debris
shall be in full compliance with the building rules and  regulations,  including
protection of floors and walls.

          Demolition  may be  done  at  all  times  provided  that  if  Building
Management  receives complaints from other Occupants in the building and advises
Occupant  thereof,  Occupant will perform all such demolition  thereafter either
before or after office hours.

          Contractor  shall use all means necessary to control dust if such dust
is caused by operations during performance of work. Contractors shall thoroughly
moisten  all  surfaces  as  required  to prevent  dust being a nuisance to other
Occupants,  public areas and also provide dust proof  barriers  between work and
other areas. All public areas effected must be kept clean each day.


          GENERAL CONSTRUCTION

          1) Partitions between Occupants on multiple tenancy floors and between
Occupants and public corridors shall be constructed of 2 1/2" metal studs 16" on
center  with two (2) layer  fire  rated  sheet  rock,  both  sides  from slab to
underside  of  slab  above  with  full  thickness   fiberglass  aluminum  backed
insulation in accordance with applicable building codes. Gypsum wall board to be
taped and spackled a minimum of three (3) coats.

          2) Building standard  partitions  within  Occupant's  Demised Premises
shall  consist of at a minimum of 2 1/2" steel  studs 24" on center to arch with
one (1) layer of 5/8" fire  rated  sheet  rock on each  side.  All wall  butting
mullions  shall have a proper  channel to receive the Gypsum wall board.  Tenant
shall be permitted to install  drywall up to the existing  ceiling  height or 6"
above existing ceiling height.

          3) If Occupant's  partition  layout  interferes with existing fan coil
units, the relocation of these units will be at Occupant's sole cost and expense
including  the material  and labor  overtime  for the  necessary  drain down and
refilling of system.

          4)  Entrance  doors to be a 2 hour  fireproof  self-closing  type with
welded frame.  All wood entrance doors shall have a fire label. All hollow metal
doors shall be properly fire rated if they are located in rated  partitions with
visible label.

          5) All woodwork shall be fireproofed  and a New York City affidavit of
certification must be furnished.

          6) All locks shall be keyed and mastered to building setup.  Keys must
be supplied to the building manager. All hardware shall be ADA compliant. (Lever
type)

          7) Any  contractor  engaged by Occupant to perform the work shall make
available fire extinguishers based on the following:

          Alterations up to 3,000 sq. ft. - one fire extinguisher

          Alterations  over  3,000  sq.  ft. - one fire  extinguisher  for every
additional 3,000 sq.
ft.

          Said fire extinguishers shall be 25 lb. type approved for type A, B, C
fires and shall be kept and  maintained on the premises by Occupants  contractor
for the  duration  of the work and be placed  and  identified  in a  conspicuous
manner so as to be readily available if required.

          8) All common areas shall meet Departments of Buildings'  requirements
or requirements of other agencies having jurisdiction.


          ELECTRICAL SPECIFICATIONS

1. All base building  electrical work and tie-ins to be performed  solely by the
building's approved electrical contractors.

2. All wiring shall meet requirements of the Department of Water Supply, Gas and
Electric and of Underwriter's Laboratory. All electrical devices are to meet New
York City code.

3. All wiring to meet New York City code.

4. Sealite to be used for final connection to motors.  Prewired flexible conduit
to be used for recessed fixtures.

5. All wire to be minimum 12 gauge copper THWN.

6. All fixtures that are removed and reinstalled  shall be cleaned and re-lamped
and ballast changed to energy  efficient types as approved by Con  Edison(Except
when matching to existing)

7.  Building  Management  requests  that  any  fixtures  being  removed  and not
reinstalled be turned over to Building Management.

8. All coring,  chopping,  chasing of concrete  and work which  results in noise
shall be  accomplished  before 8 A.M. or after 5:30 P.M.  during normal  working
days.

9. All open floor outlets shall be capped with appropriate blanking plate.

10. Conduits larger than 2" shall be rigid aluminum.

11. All branch  circuit and feeder  wiring shall be tagged at each box or panel.
Tags shall indicate circuit number and phase.  All panels cover troughs,  switch
covers and trim to be restored to its proper  place.  Panel  directory  shall be
updated to reflect changes.

12. All existing or new wiring for  switching,  fixtures,  devices,  ceiling and
related  elements,  outlets on approved shop  drawings  located with the demised
area,  shall not carry over control to or  controlled by any devices or adjacent
space.

13. Home runs shall be indicated on plans. Rigid conduit, BX or thin wall tubing
shall be used throughout. 1/4" minimum size.

14. Light fixtures shall be Con Edison energy efficient.

15. All conduit shall be supported by standoffs, not wired to ceiling supports.

16. All electrical boxes shall meet code requirements.

17. If excessive  electrical power is required,  it is to be taken from the main
distribution board and not from existing Building panels.

18.  Plans with  requirements  shall be  submitted  to  Building  Management  to
determine riser capacity.

19      Building Mechanic or Engineer shall supervise all riser shutdowns.


        SPECIFICATIONS FOR AIR CONDITIONING

1. Occupant shall be responsible for  alternations to existing air  conditioning
duct work or systems and for insuring that such work is properly integrated into
existing  Building  systems  with no  adverse  effects on the  Building  system.
Building  Management  shall not be  responsible  for the proper  HVAC  design or
balancing  within  the area of any  Occupant  Alteration.  The  system  shall be
balanced at the completion of the job.

2. All air conditioning  components should be passed by Building  Management for
review.

Additional  outside  louvers are not  permitted,  unless the need  therefore  is
firmly  established.  The location of such  louvers  shall be subject to Owner's
Representatives/Building Management's approval. Detailed sketches of all louvers
shall be submitted for Building Management's approval.

4.      All shut off valves shall be accessible at all times, and tagged.

5. All unused equipment,  such as air handling units and air conditioning  units
shall be removed.  This provision shall not apply to  construction  performed in
connection with Tenant's Work.

6. Exhaust fan system must  discharge to the atmosphere  based on usage,  not in
ceiling or existing Building return air systems.

7. All condensate lines must be insulated with an approved material.

8.  Supplementary  A/C units to be installed with the proper isolators so as not
to disturb the quiet enjoyment of adjoining premises.

9. It is to be understood  that periodic  maintenance  of auxiliary A/C units is
the occupants responsibility and expense. All filing and inspection requirements
are occupants responsibility.

10. All supplementary  units connected to the building  supplemental plant shall
be metered by approved meters at the individual owners cost.  Location is at the
review of Building  Management and the occupant will be billed monthly for usage
as per their agreement with 125  Condominium.  All  installation is at occupants
cost.

11. Occupant shall furnish design balancing figures to Building office.


        PLUMBING RULES AND REGULATIONS FOR ALTERATIONS

1. All water  supply to a floor shall  originate  on the same floor from nearest
wet column with proper access for  maintenance.  Pipes  supplying  such fixtures
shall be insulated.

2. All piping, fitting, valves, etc. shall be properly insulated to prevent pipe
condensation and/or heat loss.

3. Cooper tube must be used to all supply service connections.

4. All waste lines shall be properly  pitched and piped to insure total drainage
as not to create nor form traps  (except as may be required,  e.g. made by means
of long turn or 45 degree "Y" fittings) and shall  maintain  existing  clean-out
connections and shall further provide clean-out connections at fittings.

5. All piping shall conform to the Plumbing  Code,  Dept. of Buildings,  City of
New York.

6. All core  drilling,  chopping  chasing of concrete and work which  results in
noise  shall be  accomplished  before 8 A.M.  or after 5:30 P.M.  during  normal
working days.

7. All piping runs in the Occupant areas to be accessible.

8. No water risers shall be shut down during  Building  office hours. A Building
mechanic shall supervise all riser shutdowns.

9. No plastic pipe will be permitted.


10. Sweat joint must be made with a silver based alloy solder.

11. All unused fixtures and piping shall be capped at its respective riser.

12. All run outs from risers shall be brass pipe.


        VENETIAN BLINDS AND CURTAINS

1.      No curtain rods are to be installed in venetian blind pockets.

2. Curtain rods shall not be supported by any part of the acoustical  tile. Rods
shall be supported by headers attached to the ceiling's  mechanical  supports of
black iron.

3. If curtains are to be installed by any Occupant, such curtains shall be flame
proof and shall not interfere with the proper functioning of the peripheral HVAC
system. A Certificate of Flammability must be sent to the Building Office.


        CEILINGS

1. All  ceilings  shall meet all  requirements  of New York City  Department  of
Buildings.

2. All  ceilings  are to be  supported  independently  and not from  duct  work.
Ceiling installation shall be approved by building management for accessibility.
Tenant  shall not be  responsible  for  ceiling  conditions  caused by  previous
tenants in the Premises.


        SPECIFICATIONS FOR TELEPHONE INSTALLATION AND LOW VOLTAGE WIRING

          A) All wall wiring is to comply with New York City code.

          B) No more than 6' of cable or wire can be run exposed along any wall.
No  exposed  wiring to run along the floor.  All such  wiring  must be  properly
covered.


          C) When  applicable  no excess  wire or panels may be left  inside the
peripheral induction unit and enclosed.

          D) Ceiling  tiles and light  fixtures  are to be replaced by qualified
personnel.  Subject to  Landlord's  requirement  to install all missing  ceiling
tiles as of the Lease Commencement Date at Landlord's sole cost and expense,  if
the building personnel are required to reinstall fixtures and tiles,  charges to
the occupant will result.

          E) Prior to any new installations,  all old or obsolete wiring must be
removed. All new exposed cabling that is run in the ceiling must be individually
hung and supported and not be dependent upon support of building hung ceiling.

          F) Open  communication  cables may be run in spaces used as return air
plenum  provided they are jacketed  conductors with Teflon  insulation,  silicon
rubber insulated with glass tape, or other conductors  approved for this type of
application.  All other types cable must be installed in a raceway,  pipe,  thin
wall or  conduit.  All  piping  and  conduit  must  comply  with New  York  City
Electrical  Code.  In  ceilings  which do not  convey  environmental  air,  open
communication wiring of any type may be installed.



Contingencies:

        This consent  shall be no force and effect unless and until it is signed
by you and returned to Building  Management  within ten (10) days of the date of
this letter, acknowledging your consent to the foregoing.



                                                   Very Truly Yours,



                                             The Witkoff Group
                                             as agent for 125 Broad Condominium
                                             125 Broad Street

                                             Building Management

By:___________________

ACCEPTED AND AGREED:

Occupant:

By: __________________________

Date: ________________________










EXHIBIT A
THE WITKOFF GROUP LLC
INDEMNITY CLAUSE
FOR CERTIFICATE OF INSURANCE


To the  fullest  extent  permitted  by law,  the  Contractor  hereby  agrees  to
indemnify and hold harmless 125 Broad Condominium, The Witkoff Group LLC and any
of  their  respective  agents,  employees,  partners,  officers,  directors  and
principals (disclosed or undisclosed) (collectively, the "Indemnities") from and
against  all claims,  losses  damages,  costs,  expenses  and other  liabilities
(including, without limitation, attorney's fees and disbursements and liability,
if any, for the payment of worker's compensation or disability benefits) arising
out of or resulting from the  performance of the services  called for under this
contract  Requirements  and  Specifications,  to the extent that any such claim,
loss,  damage cost,  expense or other liability is attributable  (i) to personal
injury,  sickness,  disease  or death,  or (ii) to injury to or  destruction  of
property, including, but not limited to the loss of use resulting therefrom, and
is caused,  whole or in part, by the acts or omissions of the  Contractor or its
subcontractors  or their  respective  agents  or  employees  including,  without
limitation,  the Contractor's or its subcontractors'  failure to comply with all
laws,  ordinances,  rules,  regulations  and  requirements  or any  governmental
authorities  having  jurisdiction over the services  hereunder,  including those
governing the removal and disposal of toxic or hazardous  waste.  The Contractor
shall defend any action brought  against the  indemnities  which is based on any
claim,  loss,  damage,  cost,  expense or  liability  referred  to herein.  Such
obligations shall not be construed to negate,  abridge,  or otherwise reduce any
other right or  obligation  of  indemnity  which would  otherwise  exist for the
benefit of any indemnitee.

If any  and  all  claims  against  the  indemnitees  by any of the  Contractor's
employees,  anyone  directly or indirectly  employed by the Contractor or anyone
for whose acts the  Contractor  may be liable,  the  indemnification  obligation
hereunder  shall not be  limited in any way or any  limitation  on the amount of
type of damages, compensation or other benefits payable by or for the Contractor
under  worker's  or  workman's  compensations  acts,  disability  acts or  other
employee benefit acts.


OCCUPANT RULES AND REGULATIONS


1. The rights of Occupants in the entrances, corridors, elevators and escalators
of the  Building  are  limited  to ingress  to and  egress  from the  Occupant's
premises for the Occupant's and their employees,  licensees and invitees, and no
Occupant shall use, or permit the use of, the entrances,  corridors,  escalators
or elevators for any other  purpose.  All  deliveries and shipments of goods and
packages  shall  be  through  the  freight  elevators,  and  not  the  passenger
elevators.  The building has implemented a centralized  messenger center for its
owners and tenants to  eliminate  traffic in the  building.  All  occupants  are
required to use this  service  and will be  sundried on a monthly  basis for its
use. The cost per month will be  determined  on the  percentage  of incoming and
outgoing  packages each occupant uses. All food  deliveries  will be directed to
the messenger  center where the occupants  employee(s)  will be directed to come
down and  pick up their  order.  No  Occupant  shall  invite  to the  Occupant's
premises,  or  permit  the visit  of,  persons  in such  numbers  or under  such
conditions  as to  interfere  with the use and  enjoyment  of any of the plazas,
entrances, corridors, escalators, elevators and other facilities of the Building
by other Occupants without notice to the Building  Management office. Fire exits
and stairways  are for  emergency  use only,  and they shall not be used for any
other  purposes by the Occupants,  their  employees,  licensees or invitees.  No
Occupant shall encumber or obstruct, or permit the encumbrance or obstruction of
any  of  the  lobbies,  sidewalks,  plazas,  entrances,  corridors,  escalators,
elevators,  fire exits,  stairways or other public portions of the Building. The
Owners  representatives and Building Management reserve the right to control and
operate the public portions of the Building and the public  facilities,  as well
as facilities,  furnished for the common use of the occupants, in such manner as
it reasonably deems best for the benefit of the occupants generally.

2. Building  Management may refuse admission to the Building outside of ordinary
business hours to any person not known to the watchman in charge or not having a
pass issued by occupant or not properly identified,  and may require all persons
admitted  to or leaving  the  Building  outside of  ordinary  business  hours to
register.  Occupant's employees, agents and visitors shall be permitted to enter
and leave the Building  whenever  appropriate  arrangements have been previously
made between the owners  representative  and the occupant with respect  thereto.
Each  occupant  shall be  responsible  for all persons for whom he requests such
permission  and shall be liable  to 125 Broad  Condominium  for all acts of such
persons.  Any person whose  presence in the  Building at any time shall,  in the
reasonable judgment of Building Management,  be prejudicial to the safety of the
Building or its occupants may be denied access to the Building or may be ejected
therefrom. In case of invasion,  riot, or civil disorder Building Management may
prevent  all access to the  Building  during  the  continuance  of the same,  by
closing the doors or otherwise,  for the safety of the occupants and  protection
of property in the Building.  Building Management may require any person leaving
the Building with any bulky package or other bulky object to exhibit a pass from
the occupant from whose premises the package or object is being removed, but the
establishment   and  enforcement  of  such  requirement  shall  not  impose  any
responsibility on Building Management for the protection of any occupant against
the removal of property from the premises of the occupant. 125 Broad Condominium
shall, in no way, be liable to any occupant for damages or loss arising from the
admission,  exclusion  or  ejection  of any  person  to or from  the  occupant's
premises or the Building under the provisions of this rule.

3. No  occupant  shall  obtain or accept  for use in its  premises  ice,  towel,
barbering,  boot blacking,  door polishing,  lighting  maintenance,  cleaning or
other similar services from any persons not authorized by Building Management in
writing to furnish such services, provided that there are a reasonable number of
sources  available to occupant  (consistent  with proper Building  operation and
security),  and the charges for such services by persons  authorized by Building
Management  are not  excessive.  Such services  shall be furnished  only at such
hours, in such places within the occupant's  premises and under such regulations
as may be fixed by Building Management.

4. No awnings or other  projections  over or around the  windows  which shall be
visible  from the  exterior  (with the blinds  down) shall be  installed  by any
occupant.

5. There shall not be used in any space, or in the public halls of the Building,
either by the  Occupant or by jobbers or others,  in the  delivery or receipt of
merchandise,  any hand trucks,  except those equipped with rubber tires and side
guards.  All  deliveries  of this  type  will  be  directed  to use the  freight
elevator.

6.  Entrance  doors on multiple  occupancy  floors shall not be left open at any
time.  All blinds and or drapes  therein above the ground floor shall be lowered
and kept drawn when and as  reasonably  required  because of the position of the
sun,  during the  operation of the Building  air-conditioning  system to cool or
ventilate  the  Occupant's  premises.  Occupant's  failure  to  comply  with the
requirements of the previous sentence may result in an inadequacy of performance
of the Building air-conditioning and ventilating system.

7. No  noise,  including  the  playing  of any  musical  instruments,  radio  or
television,  which, in the judgment of Building Management,  might disturb other
Occupants in the Building  shall be made or permitted by any  Occupant.  Nothing
shall be done or  permitted in any  Occupant's  premises,  and nothing  shall be
brought into or kept in any Occupant's premises, which would impair or interfere
with any of the Building services or the proper and economic  heating,  cleaning
or other  servicing of the Building or the premises,  or the use or enjoyment by
any other  occupant of any other  premises,  nor shall there be installed by any
Occupant any ventilating, air conditioning, electrical or other equipment of any
kind  which,  in the  judgment  of  Building  Management,  might  cause any such
impairment or interference. No dangerous, inflammable,  combustible or explosive
object or material  shall be brought  into the  Building by any occupant or with
the permission of any occupant except for usual office.

8.  Occupant  shall not permit any cooking  within the Demised  Premises  unless
filed with the New York City  Buildings  Department  and  approved  by  Building
Management  and shall not  permit any food odors  emanating  within the  Demised
Premises to seep into other portions of the Building.

9. No acids,  vapors or other  materials  shall be discharged or permitted to be
discharged into the waste lines, vents or flues of the Building which may damage
them. The water and wash closets and other  plumbing  fixtures in or serving any
Occupant's premises shall not be used for any purpose other than the purpose for
which they were designed or constructed, and no sweepings,  rubbish, rags, acids
or other foreign substances shall be deposited therein.

All  damages  resulting  from any misuse of the  fixtures  shall be borne by the
Occupant who, or whose servants, employees, agents, visitors or licensees, shall
have caused the same.

10. Except as expressly authorized in accordance with the Occupant's  Agreement,
no  signs,  advertisement,   notice  or  other  lettering  shall  be  exhibited,
inscribed,  painted or affixed by Occupant, which is visible from outside of the
Demised Premise without the prior written consent of Building  Management  which
shall  not be  unreasonably  withheld.  In the  event  of the  violation  of the
foregoing  by  tenant,  Building  Management  may remove  the same  without  any
liability,  and may charge the expense  incurred by such removal to the Occupant
or  Occupants  violating  this rule.  Signs or  lettering in public areas of the
Building,   shall  be  of  a  size,   color  and  style  acceptable  to  Owner's
representatives  and Building  Management.  Building  Management  shall have the
right to prohibit any  advertising by any Occupant which refers to or identifies
the  Building  and  which  impairs  the   reputation  of  the  Building  or  its
desirability  as a building for offices,  and upon written  notice from Building
Management,  Occupant shall refrain from or discontinue such  advertising.  If a
floor is leased out to more than one tenant,  the signage placed in the corridor
is to be approved by Building Management.

11. No  additional  locks or bolts of any kind  shall be placed  upon any of the
doors or  windows in any  occupant's  premises  and no lock on any door  therein
shall be  changed or altered in any  respect,  unless all are  master-keyed  and
occupant shall furnish key to Building  Management.  Upon the  termination of an
Occupant's Agreement, all keys of the Occupant's premises and toilet rooms shall
be delivered to Building Management.

12. No  Occupant  shall use or  occupy,  or permit any  portion of the  premises
demised  to such  Occupant  to be used or  occupied,  as an office  for a public
stenographer  or typist,  or as a barber or  manicure  shop or as an  employment
bureau (except to employ personnel for Occupant) or for any mail order business.
No Occupant or  occupancy  shall engage or pay any  employees  in the  Building,
except those actually working for such Occupant or Occupant in the building, nor
advertise for laborers  giving an address at the Building.  No premises shall be
used,  or permitted to be used,  at any time, as a store for the sale or display
of goods,  wares or  merchandise  of any kind (except as otherwise  permitted in
your  agreement),  or as a shop,  booth,  bootblack or other  stand,  or for the
conduct of any  business  or  occupation  which  predominantly  involves  direct
patronage of the general public in the premises demised to such Occupant, or for
manufacturing or for other similar purposes.

13. The  requirements  of Occupant will be attended to only upon  application at
the office of the Building. Employees of the building shall not perform any work
or do anything outside of the regular duties,  unless under special instructions
from the Building Office.

14.  Each  Occupant  shall,  at its  expense,  provide  artificial  light in the
premises  demised to such  Occupant for persons  performing  janitorial or other
cleaning services and making repairs or alterations in said premises, during the
performance thereof.

15.  The  Occupant's  employees  shall not  gather in the  hallways,  stairways,
elevators,  front,  roof or any other part of the Building used in common by the
occupants thereof.

16. If the premises  demised to any occupant become  infested with vermin,  such
Occupant,  at its  sole  cost  and  expense,  shall  cause  its  premises  to be
exterminated, from time to time, and shall employ such exterminators therefor as
shall be cleared by Building Management.

17. Occupant shall not place a load upon any floor of the Demised Premises which
exceeds  the load per square  foot which  such floor was  designed  to carry and
which is allowed by law.

18. Business machines and mechanical equipment belonging to Occupant which cause
noise,  vibration or any other nuisance that may be transmitted to the structure
or other  portions of the Building  outside of the Demised  Premises,  to such a
degree as to be objectionable to Building Management or which interfere with the
use or enjoyment by other  occupants of their premises or the public portions of
the Building,  shall be placed and maintained by Occupant at Occupant's cost and
expense,  in settings of cork, rubber or spring type vibration to the reasonable
satisfaction of Building Management.

19. Building  Management will, at the request of Occupant,  maintain listings on
the Building  directory of the name of Occupant and of any other  person,  firm,
association  or  corporation  lawfully in possession of the premises or any part
thereof.  The  number  of  listings  for  Occupant  shall  not  exceed  the same
proportion of the directory  capacity as Occupant's Pro Rata Share.  The listing
of any name other than that of Occupant,  whether on the doors of the  premises,
on the Building directory, or otherwise,  shall not operate to vest any right or
interest  in this  agreement  or in the  premises or be deemed to be the written
consent of Building  Management,  it being  expressly  understood  that any such
listing is a privilege extended by 125 Broad Condominium.

20. Occupant shall not move any safe,  heavy equipment or bulky matter in or out
of the Building without coordinating with building  Management.  If the movement
of such items require special  handling,  Occupant agrees to employ only persons
holding a Master  Rigger's  License  to do said work and all such work  shall be
done in full compliance with the Administrative Code of the City of New York and
other  municipal  requirements.  All such  movements  shall be made during hours
which will least interfere with the normal  operations of the Building,  and all
damage  caused by such  movement  shall be  promptly  repaired  by  Occupant  at
Occupant's expense.  All moving,  shipping and receiving of Occupant's products,
samples and  supplies  shall be through the freight or service  elevator(s)  and
shall be subject to the Occupant's Agreement.

21. No Occupant shall suffer or permit the Demised  Premises or any part thereof
to be used in any manner or anything to be brought into or kept  therein,  which
would in any way (i)  violate  any Laws or  Ordinances,  (ii)  cause  structural
injury to the Building or any part thereof, (iii) constitute a public or private
nuisance,  (iv) impair the appearance,  character or reputation of the Building,
(v) discharge  objectionable  fumes,  vapors or odors into the Building heating,
ventilating  and air  conditioning  system or into  Building  flues or vents not
designed  to  receive  them or  otherwise  in such  manner as may  offend  other
occupants,  or  (vi)  violate  any  of  tenant's  other  obligations  under  its
agreement.

22. If Occupant's use of the freight elevator is after regular hours, or in such
a manner that  reasonably  requires  the  supervision  of Building  Management's
employees,  Occupant shall pay to 125 Broad  Condominium,  the Building Standard
cost of furnishing such after hours service and/or supervision.





                                    Exhibit D

                               Building Standards

                                     
                               Landlord's Building
                              Rules and Regulations

          1. The sidewalks, areas, entrances,  vestibules,  Passages, corridors,
halls,  elevators and stairways shall not be encumbered nor obstructed by any of
the tenants, their agents, clerks,  servants or visitors, or be used by them for
any other  purpose  than for  ingress  and egress to and from  their  respective
Premises.  Landlord  reserves  the right to  restrict  and  regulate  the use of
aforementioned public areas of the Unit by the tenants, their employees, guests,
contractors and customers and by persons making deliveries to tenants, including
but not limited to the right to allocate certain elevators for delivery service,
and the right to designate  which  Building  entrances  shall be used by persons
making deliveries in the Building.

          2. The doors, skylights,  and windows that reflect or admit fight into
passageways or into any place in the Budding shall not be covered  obstructed by
any tenant.

          3. The water-closets,  wash-closets, urinals and other water apparatus
shall  not be used for any  purposes  other  than  those  for  which  they  were
constructed  and no sweepings,  rubbish,  rags,  ashes,  chemicals,  refuse from
electric batteries, or other substances shall be thrown therein. No tenant shall
lay linoleum or other  similar  floor  covering;  so that the same shall come in
direct contact with the floor covering of the Premises, and if linoleum or other
similar  floor  covering  is desired to be used,  an  interlining  of  builder's
deadening  Felt  shall  be first  affixed  to the  floor  by a  paste,  or other
material,  which may easily be removed  with  water,  the use of cement or other
similar adhesive material being expressly prohibited.

          4. No tenant shall mark,  paint,  drill into,  drive nails into, or in
any way damage,  mutilate  or deface any walls,  ceilings,  partitions,  floors,
wood, stone or iron work of the Unit or the Building,  except in connection with
Alterations.

          5. No sign,  advertisement  or  notice  shall be  inscribed,  painted,
affixed or  displayed on any of the windows or doors or on any other part of the
outside or the inside of the  Budding,  without the prior  consent in writing of
Landlord;  provided  that,  with  respect  to signs,  advertisements  or notices
inscribed,  painted,  affixed or  displayed on the doors or on any other part of
the inside of the  Building,  Landlord  shall not  withhold  its consent if such
signs or notices are inscribed,  painted,  affixed or displayed in a first-class
manner consistent with Comparable Buildings.

          6. No tenant shall do anything or Permit  anything to be done,  in its
Premises,  or bring or keep anything therein or in the Building that will in any
way obstruct or interfere with the fights of other tenants, or in any way injure
or annoy them,  or those  having  business  with them.  Tenants,  their  agents,
clerks, servants or visitors, shall not make or cause any improper noises in the
Building,  or interfere in any way with other tenants,  or those having business
with them.

          7. No freight  furniture,  or bulky matter of any description  will be
received  into the Building,  or carried up or down,  except during hours (which
will  include  reasonable  times  during  Business  Hours)  and  in  the  manner
designated  by  Landlord,   which  may  involve  overtime  work  for  Landlord's
employees,  agents or contractors or for the employees, agents or contractors of
the Board of Managers. The moving of safes shall occur at such times as Landlord
shall  designate upon previous notice to Landlord or Landlord's  agent;  and the
persons employed to move the safes in and out of the Premises must be acceptable
to Landlord.  No tenant shall use the  passenger  elevators  for the hauling and
removal of  materials  or debris and the same shall be done only after  Business
Hours and only via the freight elevator.

          8. Tenants  shall not install any locks or bolts on any doors nor make
any changes in existing locks unless Tenant  promptly  provides  Landlord with a
key or combination thereto. All keys shall be keyed to the building master. Each
tenant must,  upon the  termination of the tenancy,  restore to Landlord all the
keys (or other similar access devices) of offices,  rooms and toilet-rooms which
shall have been  furnished to Tenant or that Tenant shall have had made,  and in
the event of loss of any keys so furnished shall pay Landlord therefor.

          9. Tenant shall not use the Premises for the  manufacturing or storage
of merchandise or for lodging.

          10.  Nothing  shall be  swept or  thrown  by the  tenants  or by their
agents,  clerks,  servants or visitors  into the  corridors,  halls,  stairways,
elevators,  or light shafts,  or upon the skylights of the Building,  or into or
upon  any  heating  or  ventilating  registers,  or  plumbing  apparatus  in the
Building,  or upon adjoining  buildings or upon the street.  No awnings or other
projections  shall be attached to the outside walls of the Building  without the
prior written consent of Landlord. 4

          11. No animals or birds shall be kept in or about the Premises.

          12.  Tenants  shall not bring into the  Building or keep to use in the
Building any gasoline,  kerosene,  camphene,  burning fluid,  other inflammable,
combustible  or  explosive  fluid,  chemical  or  substance,  or  any  Substance
designated as hazardous under any applicable law.

          13. No tenant shall cause or permit any unusual or objectionable odors
arising to a nuisance to emanate from the  Premises.  No tenant shall permit the
delivery of any food or beverage to the Premises,  except by persons  reasonably
approved by Landlord and only under reasonable regulations fixed by Landlord. No
food or  beverages  shall be carried in the public  halls and  elevators  of the
Building except in closed  containers or as otherwise be customary in Comparable
Buildings.

          14.  Tenants shall not obtain any towel supply  service or ice service
except from Persons approved by Landlord, nor obtain drinking water for delivery
on the Premises from any source not approved by Landlord.  Canvassing,  peddling
and  soliciting  are  prohibited  in the Building and Tenant shall  cooperate to
prevent the same.

          15. Telegraph, telephone and other wires and instruments shall not be
introduced by Tenant without previous notice to Landlord and with its reasonable
approval. Notwithstanding the foregoing, Tenant shall only be required to obtain
Landlord's  prior approval with respect to the  installation of the foregoing to
the extent the same is installed  outside of the Premises,  affects the Building
systems  or  require  connection  with any wires or  equipment  in the  Building
risers.

          16.  Landlord  reserves the right to exclude from the Budding  between
the hours of 6:00 o'clock p.m. and 8:00 o'clock a.m. on weekdays,  on Saturdays,
Sundays and legal holidays, all Persons who do not present a pass to the Budding
signed by  Landlord or  Landlord's  agent.  Landlord  or its agent will  furnish
passes to Persons  for whom any tenant  requests  same in  writing.  Each tenant
shall be responsible for all Persons for whom he requests such pass and shall be
liable to Landlord for all acts of such  Persons.  Landlord may require all such
Persons to sign a register on entering and leaving the Building.

          17. Landlord shall use all reasonable  efforts (or, if the enforcement
of such Rules and  Regulations is the  responsibility  of the Board of Managers,
Landlord  shall use all  reasonable  efforts to cause the Board of  Managers) to
enforce the Rules and Regulations against occupants of the Unit in a uniform and
non-discriminatory manner.

          18.  Landlord  may from  time to time  adopt  additional  systems  and
procedures to improve the security or safety of the Unit, any persons occupying,
using or entering the same, or any  equipment,  finishings or contents  thereof,
and  Tenant  shall  comply  with  Landlord's  reasonable  requirements  relative
thereto.

          19.  Tenant  shall  conduct  all  aspects of its  operations  so as to
preserve  labor  harmony and to insure that the security and  operations  of the
Budding shall not be disrupted.

          20. Landlord reserves the right to rescind, alter, waive or add, as to
one or more or all tenants,  any rule or regulation at any time  prescribed  for
- -the Building or the Unit when, in the judgment of Landlord,  Landlord  deems it
necessary or desirable for the reputation,  safety,  character,  security, care,
appearance  or  interests  of  the  Building,  the  Unit  or the  Premises,  the
preservation of good order therein,  the operation or maintenance of the Budding
or the Unit, the equipment  thereof,  or the comfort of Tenants or others in the
Budding or the Unit so long as such rescission,  alteration,  waiver or addition
is done in a uniform and non-discriminatory  manner. No rescission,  alteration,
waiver or  addition  of any rule or  regulation  in respect of one tenant  shall
operate as a rescission, alteration or waiver in respect of any other tenant.

          21.  Tenant shall not place a load upon any floor of the Premises that
exceeds  the  lesser  of (a) 50 pounds  live load per  square  foot  (except  in
locations  expressly indicated by Landlord in writing to have been reinforced to
bear  greater live loads) or (b) that is allowed by Law.  Business  machines and
mechanical  equipment.used  in the Premises that cause  vibrations or noise that
may be  transmitted  to any other space in the Budding to such a degree as to be
reasonably  objectionable  to  Landlord or to any  tenants or  occupants  of the
Budding shall be placed and maintained by Tenant, at its expense, in settings of
cork,  rubber or spring-type  vibration  eliminators  sufficient,  in Landlord's
judgment, to eliminate such vibrations or noise.

          22. Tenant shall not clean nor require,  -permit,  suffer or allow any
window in the  Premises to be cleaned  from the outside in  violation of Section
202 of the Labor Law of the  State of New York (or its  successor  or any law of
similar  import),  any other applicable Law, the rules of the Board of Standards
and Appeals (or any successor  body), or of any other agency,  bureau,  board or
other body having or asserting jurisdiction.

          23.  Tenant  shall  neither  contract  for,  nor employ,  any labor in
connection  with the  maintenance  or  cleaning  of, or  providing  of any other
servic4s to, the Premises (but excluding  Tenant's  Property)  without the prior
consent of Landlord which consent shall not be unreasonably  withheld.  It shall
be  reasonable  for Landlord to withhold any such consent on the ground that use
of such service provider would disturb labor harmony in the Building.

          Tenant  agrees  that in the  event of any  inconsistency  or  conflict
between the terms,  provisions,  rules and/or regulations contained in Exhibit C
and in Exhibit D as the case may be, the more restrictive, term, provision, rule
and/or regulation shall apply.




                                    Exhibit E

                    Cleaning Specifications for the Premises

                           Cleaning Specifications for the Premises

GENERAL CLEANING

NIGHTLY - BUSINESS DAYS

          General offices:

          I. All hard surfaced flooring to be swept using an approved chemically
treated dust mop.

          2. Carpet sweep all carpets file cabinets,  'four (4) nights per week,
moving only light furniture ( desks,

          etc. not to be moved).

          3.  Hand  dust  and wipe  clean  with  chemically  treated  cloth  all
furniture, fixtures and window sills.

          4. Empty and wipe clean all ash trays and screen all sand urns.

          5. Dust all telephones.

          6. Dust all chairs, rails and trims.

          7. Empty all standard size office waste paper baskets.

          8. Wipe clean all water fountains.

          Lavatories: (Public Only)

          1. Sweep and wash all floors, using proper disinfectants.

          2. Wash and polish all  mirrors,  shelves,  bright  work and  enameled
surfaces.

          3. Wash and disinfect all basins, bowls and urinals.

          4. Wash all toilet seats.

          5. Hand dust and clean all  partitions,  tile  walls,  dispensers  and
receptacles.

          6. Supply and service sanitary napkin dispensing machines and sanitary
napkins. All proceeds to be retained by owner.

          7. Paper towel and sanitary receptacles emptied and cleaned

          8. Fill soap, paper towels and toilet tissue dispensers.

          9. Machine scrub floors quarterly.



WEEKLY

          1. Vacuum clean all carpeting and rugs.

          2. Dust all door and ventilating louvres within a persons reach.

          3. Wipe clean all interior metal and remove fingermarks.

QUARTERLY

          High dust premises completely, including the following:

          1. Dust all pictures,  frames, charts graphs and similar wall hangings
not reached in nightly cleaning.

          2. Dust clean all vertical surfaces, such as walls, partitions, doors,
bucks and other surfaces not reached in nightly cleaning.

          3. Dust  pipes,  louvres,  ducts,  moldings  and other  high areas not
reached in nightly cleaning.

          4. Dust all venetian blinds.

WASH ALL WINDOWS (periodically, weather permitting)







                                    Exhibit F

                    Overtime HVAC/Freight Elevator/Loading Dock Procedure

             All request for service at times other than Business  Hours must be
submitted in writing via  telecopier  or mail on the Tenant's  letterhead to the
Building  superintendent  (or such other  person  designated  by Landlord or the
Board of  Managers,  by a person  authorized  by Tenant  to make such  requests:
twenty  four (24) hours prior to when the  freight  elevator or loading  dock is
needed  and (ii) by 2:00  p.m.  on the same  Business  Day  After-Hours  HVAC is
required,  or 2:00 p.m. on the  preceding  Business Day if  After-Hours  HVAC is
required on a weekend or Holiday.

             In the event of  emergency,  service may be obtained by calling the
Building  superintendent  (or such  other  person  designated  by  Landlord)  in
sufficient time to enable the superintendent to follow up with a written request
to confirm and to provide the service requested.





                                    Exhibit G
                                 Landlord's Work

1.  Clean and vacuum the induction units in the Premises.
2.  Connect Tenant distribution system with Building Class E system.
3.  Install ADA hardware (levered sets) to all existing doors in the Premises 
    that are missing lock sets on the Lease  Commencemen Date in accordance with
    Applicable Law.
4.  Replace ceiling tiles in the Premises to the extent the same were missing on
    the Lease Commencement Date.
5. Balance the air conditioning system serving the Premises.






                                    Exhibit H

                          List of Approved Contractors
T H E

WITKOFF ,
G   R   0  U   p

220 East 42nd Street                        Tel (2 12 ) 672 ~4700
www.witkoff.com
New York, NY 10017                  Fax (212) 672,4726

                          APPROVED GENERAL CONTRACTORS



Structure Tone Inc.                        CGC Interiors
15 East 26 th Street                       200 West 56th Street
New York, NY 100 10                        New York, NY 10019
Attn: Mr. James Donaghy                    Attn: Mr. Vincent Bagnoli Jr.
Telephone: 212-251-9284                    Telephone: 212-707-5505

Turner Construction                        Tishman Construction Corporation
375 Hudson Street                          666 Fifth Avenue
New York, NY 10014                         New York, NY 10 103
Attn: Mr. Rory DeJohn                      Attn: Mr. Kenneth M. Champion
Telephone: 212-229-6215                    Telephone: 212-708-6757

Lehrer McGovern Bovis                      CMA Enterprises
200 Park Avenue                            156 Fifth Avenue
New York, NY 10166                         New York, NY 10010
Attn: Mr. Thomas McCloskey                 Attn:  Mr. Jay Koff
Telephone 212-592-6837                     Telephone: 212-924-7353






                               ADDITIONAL APPROVED CONTRACTORS:





1.  ACC Construction Corp.
    Rick Scuderi
    24-64 45th Street
    Long Island City, NY 11103
    Telephone: 718-545-4141

2.  Rocky Meli Executive Managing Director National  Construction Group, Ltd. 20
    West 20th Street - Suite 904 New York, NY 10011 Telephone: 212-691-7166









                                    Exhibit I
                               Lower Manhattan Plan Application

                    NEW YORK CITY DEPARTMENT OF FINANCE PROPERTY DIVISION

                                  COMMERCIAL REVITALIZATION
                                     PROGRAM APPLICATION

                             FOR REAL ESTATE TAX ABATEMENT AND/OR
                            COMMERCIAL RENT TAX SPECIAL REDUCTION


                 [NYC FORM REV 10/95 NOT SUSCEPTIBLE TO EDGAR FILING FORMAT]





                                    Exhibit J

                       Form of Tenant Estoppel Certificate

[Landlord]

and

[Lender]

Dear [Tenant]:

[Date]

          Re: Lease dated __________ between [Landlord] and ("Tenant') for space
in Unit C in the building  located at 125 Broad Street,  New York, New York (the
"Unit")


          The  undersigned,  as the Tenant,  has been advised  that  [Lender] is
negotiating with Landlord for the refinancing of the underlying mortgage debt on
the Unit.  In  connection  therewith,  Landlord  and Lender have  required  this
certificate.

          Where no information has been inserted on any blank hereof,  the blank
shall be deemed to read "NONE".

          With the knowledge and understanding  that Landlord and Tenant will be
relying on the  statements  contained  herein,  the Tenant  hereby  certifies as
follows:

          1. Tenant  presently  leases the space set forth on Exhibit "A" within
the Unit (the "Leased  Premises") and the Leased  Premises are the only premises
leased by Tenant within the Unit.

          2.  The  documents  constituting  Tenant's  lease,  together  with all
amendments,  modifications,  assignments,  subleases,  renewals,  extensions and
other agreements relating to such lease (collectively, the "Lease"; definitional
terms are used  herein as defined  in the Lease  unless  otherwise  specifically
stated herein) are listed on Exhibit "A" attached hereto and incorporated herein
by this reference.  The Lease  constitutes the entire agreement between Landlord
and Tenant with respect to the Leased  Premises and is valid and is presently in
full force and  effect.  Except as listed on Exhibit  A, no other  agreement  or
representation,  oral or written, has been made regarding the Leased Premises or
the Unit and the  Lease  has not been  modified  canceled,  pledged,  mortgaged,
assigned,  subleased,  extended renewed or amended. Tenant has not exercised any
termination option, if any, which exists under the Lease.

          3. There are no guaranties or sureties with respect to the Lease other
than as identified on the attached  Exhibit "A" and each such guaranty or surety
is in full force and effect.

          4.  The  Rental  Commencement  Date of the  Lease  is  ______  and the
Expiration Date of the Lease is_______.

          5. Rent and other  charges  required  under the Lease has commenced to
accrue.  Fixed rent has been paid through  ________ and additional rent has been
paid through __________.

          6. A security  deposit in the  amount of  __________  has been paid by
Tenant to Landlord with respect to the Leased Premises.

          7.No rent or other charges payable under the Lease have been paid more
than thirty (30) days in advance of its due date other than:

          8. Tenant has accepted the Leased Premises (including all improvements
required by the Lease) as being in full compliance with the Lease and is in full
occupancy and possession thereof. All tenant improvement work has been completed
(subject  to  latent  defects,  if any) and all  required  contributions  by the
Landlord to the Tenant on account of such work,  if any,  have been  received by
the Tenant, except as follows:

          9. To Tenant's  knowledge,  there are no  defaults  under the Lease by
Landlord or Tenant nor has any event occurred  which, by the giving of notice or
passage of time, or both would constitute an event of default by either Landlord
or Tenant thereunder.

          10.To  Tenant's  knowledge,   there  are  no  disputes,   defenses  or
counterclaims  to the full  enforcement of the Lease by Landlord.  There are not
construction allowance which have not been paid to Tenant and there are no other
sums currently owed to Tenant by Landlord, except as follows:

          11.Tenant is not entitled to any offsets, abatements, rent concessions
or  recapture  against  rent or any other  charges  whatsoever  under the Lease,
except as expressly provided in the Lease.

          12. The notice for the Tenant is as follows  (if a new  address is not
inserted in this  paragraph 12, the address of the Tenant is as set forth in the
Lease):

          13. Tenant has not been granted any purchase  option or right of first
offer or first refusal with respect to the  acquisition of the Unit.  Tenant has
not been granted any  expansion  option or any other  option for addition  space
except as set forth in "Exhibit A".

          This Estoppel  Certificate  is being provided by the  undersigned,  as
Tenant,  to Landlord and Lender and the Tenant agrees that the  information  and
representations  contained  herein may be relied  upon by  Purchaser  and Lender
and/or any of their respective present or future partners, members, shareholders
or other  affiliates,  the  present  and future  mortgagees  of the Unit and any
prospective purchasers of the Unit or any interest therein; and all such persons
shall  be  entitled  to rely on and to have the  benefit  of the  assurances  to
matters set forth in this certification.

          The person  executing this  certification on behalf of the undersigned
is duly authorized to execute this  certification  on behalf of the undersigned,
and  this  certification  is  and  shall  be  binding  on the  undersigned,  its
successors and assigns.

                                                   Dated:_______________________

                                                          [Tenant]

                          By:__________________________
                                      Name:
                                     Title:








                                          Exhibit K

                                     HVAC Specifications

C:\My Documents\Exhibit K.doc

          Heating, Ventilation and Air Conditioning

          Air Conditioning System - Design and Performance Criteria

          The  building  air  conditioning  system shall be designed to maintain
temperatures  as  specified  below  throughout  the each Unit,  either by use of
varying amounts of outside air or be mechanical refrigeration, provided that:

          1) Outside temperatures are not less than zero degrees Fahrenheit,  or
more than 95 degrees Fahrenheit dry bulb.

          2) Outside wet bulb temperature does not exceed 75 degrees Fahrenheit,
when outside dry bulb temperature is 95 degrees Fahrenheit.

          3) The source of heat  within each Unit does not exceed one person per
100 square feet of occupied floor area and 6 watts of electrical consumption for
all purposes  (including  lighting and power) per square foot of occupied  floor
area.

          4) The system  shall be designed to be capable of  maintaining  within
reasonable  tolerance (which in the case of inside  temperature shall be plus or
minus 2 degrees) the following inside conditions when the outside conditions are
as follows:

               Outside Conditions                            Inside Temperature 

         Dry Bulb                                          Dry Bulb
         Temperature                                       Temperature
         In Degrees                 Relative               in Degrees
         Fahrenheit                 Humidity               Fahrenheit       
         0 - 65                     80% - 65%                      72+/-2
         66 - 82           65% - 45%                       73+/-2
         83 - 90           45% - 40%                       74+/-2
         91 - 95           43% - 40%                       76+/-2

          Inside relative humidity shall, when outside temperature is 0 - 65 db.
be limited to that which will not cause condensation on the windows.

          5) The system  shall also be  capable of being  operated  on a 24-hour
basis and capable of  furnishing  cooling  during the winter  season,  either by
refrigeration or by varying amounts of outside air.





<TABLE>
<CAPTION>





                                                                 EXHIBIT 11

            Computation of (Loss) Income Per Share




                                                       1998              1997              1996
                                                       ----              ----              ----
<S>                                                 <C>               <C>               <C>    

Net loss from continuing operations (a)             ($7,810,500)      ($5,237,737)      ($3,359,511)

(Loss) income from discontinued operations             (781,370)          277,402           170,059

                                                  ===============   ===============   ===============
Net loss                                            ($8,591,870)      ($4,960,335)      ($3,189,452)
                                                  ===============   ===============   ===============

Basic and dilutive (loss) income per common share:

    Continuing operations                                ($0.99)           ($0.81)           ($0.54)
    Discontinued operations                               (0.10)             0.04              0.03
                                                  ===============   ===============   ===============
                                                         ($1.09)           ($0.77)           ($0.51)
                                                  ===============   ===============   ===============


Weighted average number of common shares  used
  in computing basic and dilutive (loss) income
  per common share                                     7,876,509         6,466,168         6,198,260
                                                  ===============   ===============   ===============


(a) On April 30, 1998, the Company's  Board of Directors  decided to discontinue
    the Company's  investment  management  services  business.  As a result, the
    operating  results  relating to  investment  management  services  have been
    segregated  from  continuing  operations.  Prior  years'  amounts  have been
    restated to conform to the current year presentation.



</TABLE>





                                                              EXHIBIT 21


                                  SUBSIDIARIES
                                       OF
                         INDIVIDUAL INVESTOR GROUP, INC.


        Subsidiary                                        State of Organization

Individual Investor Holdings, Inc.                        Delaware

WisdomTree Capital Management, Inc.                       New York

I.I. Strategic Consultants, Inc.                          Delaware

WisdomTree Administration, Inc.                           Delaware

I.I. Interactive, Inc.                                    Delaware

Advanced Marketing Ventures, Inc. (inactive)              Delaware

WisdomTree Capital Advisors, LLC                          New York










                                                               EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT




To the Board of Directors and Stockholders of
Individual Investor Group, Inc.

We consent to the  incorporation  by reference  in  Registration  Statement  No.
33-74846 on Form S-3 and  Registration  Statements Nos.  33-72266,  33-85910 and
333-17697 on Form S-8 of Individual Investor Group, Inc. and subsidiaries of our
report  dated March 12,  1999,  appearing  in the Annual  Report on Form 10-K of
Individual Investor Group, Inc. and subsidiaries for the year ended December 31,
1998.


DELOITTE & TOUCHE LLP

March 30, 1999





                                                            EXHIBIT 23.2


                         Consent of Independent Auditors


          We consent  to the  incorporation  by  reference  in the  Registration
Statements (Form S-3 No. 33-74846 and Forms S-8 No. 33-72266,  No. 33-85910, and
No. 333-17697) pertaining to Individual Investor Group, Inc. of our report dated
February  27,  1998 with  respect  to the  financial  statements  of  WisdomTree
Associates,  L.P. for the year ended  December  31, 1997  included in the Annual
Report (Form 10-K) of Individual Investor Group, Inc.


Ernst & Young LLP


New York, New York
March 24, 1999

                    


                                                               EXHIBIT 99  

                                  RISK FACTORS
                              
                              Dated: March 30, 1999

         You should  carefully  consider the following  risks,  as well as those
described in our most recent Form 10-K,  Form 10-Q and Form 8-K filings,  before
making an investment decision.  The risks described below are not the only risks
we face. Additional risks may also impair our business operations. If any of the
following  risks  occur,  our  business,  results  of  operations  or  financial
condition could be materially  adversely affected.  If that happens, the trading
price of our common  stock could  decline,  and you may lose all or part of your
investment.  In the  risk  factors  below,  when we use the word  "web,"  we are
referring to the portion of the Internet commonly referred to as the "world wide
web."

We have a history of losses and we  anticipate  that our losses will continue in
the future.  As of December 31,  1998,  we had an  accumulated  deficit of $21.9
million.  In the past ten years,  the only calendar year we were  profitable was
1995. We expect to continue to incur net losses in 1999 and in subsequent fiscal
periods. We expect to continue to incur significant operating expenses and, as a
result,  will need to generate  significant  revenues to achieve  profitability,
which may not occur.  Even if we do achieve  profitability,  we may be unable to
sustain or increase profitability on a quarterly or annual basis in the future.

We will need to raise  additional  capital in the  future.  Based on our current
business  plan,  we believe  that our working  capital and  investments  will be
sufficient to fund our operations and capital  requirements through 1999. Due to
unforeseen  events and  circumstances  that may arise as  discussed in the other
risks identified in this Exhibit 99 and in the accompanying  report, our working
capital and  investments  in fact might not be sufficient to fund our operations
and capital  requirements through 1999. In any event, we believe we will need to
raise additional capital in order to sustain our operations after 1999 unless we
generate  revenues beyond the amounts we currently  anticipate.  Such additional
financing may not be available to us, or, if available,  the terms upon which it
may be  obtained  may be  unfavorable  to us and may  result in  dilution  of an
investor's equity  investment in us. Our failure to obtain additional  financing
on favorable  terms,  or at all, would have a substantial  adverse effect on our
future ability to conduct operations.

Our online services business has a limited operating  history.  We commenced our
online  services  operations  in May 1997.  Accordingly,  we have only a limited
operating  history upon which you can  evaluate  this  business  segment and its
prospects. An investor in our common stock must consider the risks, expenses and
difficulties frequently encountered by early stage businesses in new and rapidly
evolving markets, including web-based financial news and information companies.

The market value of our common stock may not  appreciate as much as the stock of
Internet  companies because we have two business  segments.  Our company has two
distinct  segments.  One is print  publications and the other is online services
operations. We believe these business activities are complementary and each will
benefit  the  other.  However,  the stock  prices of many  companies  whose only
business  Internet-related recently have gone up much more than the stock prices
of  companies   that  have   multiple   lines  of  business  that  are  not  all
Internet-related.  Because our company is not a pure  Internet  company - and in
fact the large majority of our total revenues are from our print  publications -
our common stock may not be valued by investors in the stock market as highly as
the common stock of pure Internet companies.

Our quarterly  financial  results are subject to significant  fluctuations.  Our
quarterly  operating  results  may  fluctuate  significantly  in the future as a
result of a variety of  factors,  many of which are  outside  our  control.  For
example,  in our print  publications  business,  our  revenues  tend to  reflect
seasonal  patterns,  with certain calendar  quarters tending to be stronger than
others. Similar seasonal patterns may develop in the online services business as
well.

         We believe that quarter-to-quarter comparisons of our operating results
may not be a good indication of our future performance,  nor would our operating
results for any particular quarter be indicative of future operating results. In
some future  quarters our  operating  results may be below the  expectations  of
public market analysts and investors.  If that happens,  the price of our common
stock may fall, perhaps dramatically.

We face intense  competition in both of our businesses.  An increasing number of
financial news and information  sources compete for consumers' and  advertisers'
attention and spending.  We expect this competition to continue and to increase.
We compete for advertisers,  readers,  staff and outside  contributors with many
types of companies. These competitors include:

- --        online  services  or  web  sites  focused  on  business,  finance  and
          investing,  such  as CBS  MarketWatch.com;  The  Wall  Street  Journal
          Interactive Edition;  TheStreet.com;  The Motley Fool; Yahoo! Finance;
          Silicon Investor;  Microsoft Investor;  SmartMoney.com;  Money.com and
          Multex.com;

- --        publishers and  distributors of traditional  print media,  such as The
          Wall Street Journal;  Barron's;  Investors  Business  Daily;  Business
          Week;  Fortune;  Forbes;  Money;  Kiplinger's;   Smart  Money;  Worth;
          Registered  Representative;  Institutional  Investor;  Research and On
          Wall Street;

- --        publishers and  distributors of radio and television  programs focused
          on business,  finance and investing,  such as Bloomberg Business Radio
          and CNBC;

- --        web "portal"  companies,  such as Yahoo!;  Excite;  Lycos;  Snap!;  Go
          Network; and America Online; and

- --        online brokerage firms, many of which provide financial and investment
          news and information, such as Charles Schwab and E*TRADE.

         Our  ability  to  compete  depends  on  many  factors,   including  the
originality,  timeliness,  comprehensiveness  and trustworthiness of our content
and that of our competitors,  the ease of use of services developed either by us
or our competitors and the effectiveness of our sales and marketing efforts.

         Many of our existing competitors,  as well as a number of potential new
competitors,  have longer operating histories, greater name recognition,  larger
customer  bases and  significantly  greater  financial,  technical and marketing
resources  than we do. This may allow them to devote  greater  resources than we
can to the  development  and  promotion of their  services and  products.  These
competitors  may  also  engage  in  more  extensive  research  and  development,
undertake more far-reaching  marketing campaigns,  adopt more aggressive pricing
policies to attract  advertisers and make more attractive offers to existing and
potential employees,  outside contributors,  strategic partners and advertisers.
Our  competitors  may develop  content that is equal or superior to ours or that
achieves  greater  market  acceptance  than ours.  It is also  possible that new
competitors may emerge and rapidly acquire  significant market share. We may not
be able to  compete  successfully  for  advertisers,  readers,  staff or outside
contributors.  Increased  competition could result in price reductions,  reduced
margins or loss of our market  share.  Any of these could  materially  adversely
affect our business, results of operations and financial condition.

Because our editorial is focused on the  financial  markets,  a prolonged  "bear
market" may cause our  businesses to suffer.  Our editorial is highly focused on
the  financial  markets.  If the markets  suffer a  prolonged  downturn or "bear
market," it is possible  that our  businesses  might suffer  materially  for two
reasons.  First,  during a bear  market,  people may become less  interested  in
buying and selling  securities,  and thus less  interested  in our  research and
analysis of  securities.  Less people might be interested in  subscribing to our
print  publications,  and less people  might be  interested  in using our online
services.  Second,  advertisers  particularly the financial services advertisers
that are our most  important  source of  advertising  revenue - might  decide to
reduce their advertising  budgets.  Either of these developments could cause our
operations to suffer materially.

Because our  editorial is focused on research  and analysis of specific  stocks,
our businesses  could suffer if our  recommendations  are poor. Our editorial is
focused on research and analysis of specific stocks.  We frequently state that a
particular  company's  stock is undervalued or overvalued at the current prices.
We believe that our research and analysis is of a high quality, and we are proud
to take a stand and be held accountable for our opinions. We believe our readers
appreciate  this  editorial  courage,  and find it to be of  greater  value than
stories on such topics as "the best  cities in which to live" and the like.  But
because we give these specific  opinions,  the wisdom of our  conclusions can be
measured:  did the stocks we say were  undervalued  go up, and did the stocks we
say were  undervalued  go down.  If our opinions  turn out to be incorrect - and
some of our opinions  certainly  will be - people may become less  interested in
learning these opinions. They may be less interested in subscribing to our print
publications  and less interested in using our online  services.  If interest in
our opinions declines, our operations could suffer materially.

Our company may not be able to attract and retain  qualified  employees  for our
print publications  business.  Many of our competitors in the print publications
business are larger than we are, and have a number of print titles (we only have
two  magazines  and  one  newsletter).  There  is a  general  perception  in the
employment  market that larger  publishers  are more  prestigious  or offer more
varied career opportunities (for instance, the ability to move from one title to
another).  Although we believe our company offers an attractive work environment
and  employment  opportunity  in  our  print  publications  business,  we may be
perceived by many people as a less attractive  employer than a larger publisher.
If we are  unable  to  attract  and  retain  qualified  employees  for our print
publications business, that business could suffer materially.

Our company may not be able to attract and retain  qualified  employees  for our
online service business.  There is a general perception in the employment market
that pure Internet  companies  offer a more  attractive  work  environment for a
youthful  workforce.  This is based on the belief that the Internet is a new and
growing  industry  that offers a great  future.  In  addition,  employees in the
Internet  industry  seek  and  often  receive  significant   portions  of  their
compensation  through  stock  options.  The stock  prices of many pure  Internet
companies recently have increased dramatically.  Although we believe our company
offers an attractive work  environment and employment  opportunity in our online
services  business,  we may be  perceived  by many  people as a less  attractive
employer  than a pure Internet  company.  If we are unable to attract and retain
qualified employees for our online services business, that business could suffer
materially.

We depend on our editorial staff and outside  contributors.  Our success depends
substantially  upon the efforts of our editorial staff and outside  contributors
to produce original, timely,  comprehensive and trustworthy content. Our writers
are not bound by employment agreements. Competition for financial journalists is
intense,  and we may  not be able  to  retain  existing  or  attract  additional
qualified writers in the future. If we lose the services of a significant number
of our  editorial  staff and  outside  contributors  or are  unable  to  attract
additional  writers with appropriate  qualifications,  our business,  results of
operations and financial condition could be materially adversely affected.

We depend on key  management  personnel.  Our future  success  depends  upon the
continued  service of key management  personnel.  The loss of one or more of our
key management personnel could materially adversely affect our business, results
of operations  and financial  condition.  Moreover,  the costs that may arise in
connection with executive  departures and  replacements  can be significant,  as
they were during 1998.

We depend on certain  advertisers  and on  independent  advertising  agents,  to
generate revenue.  In 1998, the majority of our print  publications  advertising
revenue came from financial services companies, followed by consumer advertisers
and others.  We were not dependent upon any particular  advertiser for our print
publications revenues. In 1998,  approximately two-thirds of the online services
advertising  revenue came from six brokerage firms offering  online trading.  We
expect  that the  majority  of  advertising  revenues  derived  from our  online
services  operations  will come from online  brokerage  firms. In the event that
online  brokerage  firms  choose  to  scale  back on their  advertising  (on the
Internet  in general  or on our web sites in  particular),  our online  services
business,  results of  operations  and financial  condition  could be materially
adversely affected.

         If we do not continue to increase our revenue from  financial  services
advertisers or attract advertisers from non-financial industries,  our business,
results of operations  and  financial  condition  could be materially  adversely
affected.  With respect to our online services in particular,  advertising rates
are frequently  measured on a "cost per thousand"  clicks,  or "CPM," basis. CPM
rates  have  fluctuated  in the past and we  expect  CPM  rates to  continue  to
fluctuate. CPM rates may experience industry-wide declines in the future, as the
supply of desirable online advertising space may be increasing at a rate greater
than the  demand  for that  space by  advertisers.  We  believe  that we  charge
advertising rates that are among the highest of financial web sites. However, we
cannot guarantee that we will be able to command premium rates in the future.

         In  selling  print   advertising,   we  depend  both  on  our  internal
advertising sales department and on outside sales representative to maintain and
increase  our  advertising  sales.  In  selling  online  advertising,  we depend
primarily  upon our outside sales agent.  The success of our  advertising  sales
efforts is subject to a number of risks,  including the competition we face from
other companies in hiring and retaining  sales  personnel and effective  outside
sales  representatives,  and the length of time it takes new sales  personnel to
become productive.  Our business,  results of operations and financial condition
could be  materially  adversely  affected  if we do not  maintain  an  effective
advertising sales department.

Additional  risks  associated  with online  advertising.  No standards have been
widely accepted to measure the effectiveness of web advertising. If standards do
not develop,  existing  advertisers may not continue or increase their levels of
web advertising. If standards develop and we are unable to meet those standards,
advertisers may not continue advertising on our site.  Furthermore,  advertisers
that have traditionally  relied upon other advertising media may be reluctant to
advertise on the web. If advertisers perceive the Internet or our web site to be
a limited or an ineffective  advertising medium, they may be reluctant to devote
a portion of their advertising budget to Internet  advertising or to advertising
on our web site.  Our business,  results of operations  and financial  condition
could  be  materially  adversely  affected  if the  market  for web  advertising
declines or develops more slowly than expected.

         Different pricing models are used to sell advertising on the web. It is
difficult to predict which, if any, will emerge as the industry  standard.  This
uncertainty  makes it  difficult  to project  our future  advertising  rates and
revenues.  We cannot  assure you that we will be  successful  under  alternative
pricing models that may emerge. Moreover,  "filter" software programs that limit
or  prevent  advertising  from being  delivered  to a web  user's  computer  are
available.  Widespread  adoption of this  software  could  materially  adversely
affect the  commercial  viability  of web  advertising,  which could  materially
adversely affect our advertising revenues.

Risks associated with our list rental revenue.  The ability to earn revenue from
list rental  depends in large degree upon three  factors:  first,  the number of
subscribers  on  this  list;  second,  the  demographic  characteristics  of the
subscribers on the list (such as age, income and wealth);  and third, the degree
to which previous  rentals of the list have produced  favorable  results for the
renter. This last factor is affected by the manner in which the subscribers have
been added. For example, new subscribers from direct-to-publisher  sources (such
as direct mail and insert cards in the  magazine)  typically  are more  valuable
than  subscribers  obtained  from  subscription  agencies  by means  of  reduced
introductory  rates or use airline frequent flyer miles. Our list rental revenue
has been  declining in the recent past,  and we cannot  assure you that our list
rental revenue will not continue to decline.

         We use an independent  party,  Rickard List  Marketing,  to promote the
rental of our subscriber  lists. The revenue we earn from list rentals thus also
depends in part upon the efforts our agent makes.

We depend on independent  parties to publish our print  publications.  We depend
upon an independent  party,  Quebecor,  to print our print  publications  and to
deliver the printed  copies to the United  States Post Office for mailing to our
subscribers. If our printer's business is disrupted for any reason, such as fire
or  other  natural  disaster,  labor  strife,  supply  shortages,  or  machinery
problems,  we  might  not be able to  distribute  our  publications  in a timely
manner.  Since magazines typically are printed only shortly before the time they
are to be mailed to subscribers, any disruption at our printer could prevent our
magazines from being  distributed in a timely manner. If we don't distribute our
magazines on time,  our  subscribers  may become  dissatisfied  and cancel their
subscriptions.  If a disruption at our printer  delays our ability to distribute
Individual Investor magazine to newsstands,  we may lose newsstand sales. In the
event of a disruption,  our  insurance  may not cover all of our losses.  Any of
these developments may cause our operating results to suffer materially.

We depend on independent  parties to distribute  Individual Investor magazine to
newsstands.  We depend  upon an  independent  parties  (the  largest of which is
International Circulation Distributors,  a subsidiary of The Hearst Corporation)
to distribute Individual Investor magazine to newsstands. If the business of our
distributors  is  disrupted  for any  reason,  such as labor  strife or  natural
disaster,  we might not be able to distribute  Individual  Investor  magazine to
newsstands  in a  timely  manner.  Since  our  distributors  typically  pick  up
Individual Investor magazine for newsstand  distribution only shortly before the
time the magazine is to be delivered,  any disruption at our distributors  could
prevent the magazine from being distributed to newsstands in a timely manner. If
a  disruption  at our  distributors  delays our  ability  to deliver  Individual
Investor  magazine to  newsstands,  we may lose  newsstand  sales.  Any of these
developments may cause our operating results to suffer materially.

We depend on  independent  parties to obtain the majority of the  subscribers to
Individual  Investor magazine.  We depend upon independent parties to obtain the
majority of the  subscribers  to Individual  Investor  magazine.  These agencies
include  American  Family  Publishers,  Publishers  Clearing  House  and  NewSub
services. These agencies obtain subscribers primarily through use of direct mail
campaigns.  If the positive  response to the  promotion of  Individual  Investor
magazine by these agencies is not great enough,  or if the agencies believe that
we may fail to fulfill a  subscription,  they may stop  promoting  our magazine.
This  could  cause  our  subscriber  base  to  shrink,  which  would  lower  our
subscription  revenue and reduce our advertising  rate base, which would lead to
lower  advertising  revenue.  Also,  many  publications  compete for services of
subscription agencies, and one or more of these subscription agencies may choose
not to continue to market Individual  Investor in order to better serve a one of
our competitors.  Any of those developments could cause our operating results to
suffer materially.

We may incorrectly forecast our success in obtaining and renewing subscriptions.
We  attempt  to  accurately  forecast  the  number of  subscribers  to our print
publications.  We run the risk that our forecasts will be incorrect,  either too
high or too low. Our forecast could be too high if the number of new subscribers
that we obtain is less than the amount we projected.  Our forecast also could be
too  high if we get  less  renewal  orders  from  existing  subscribers.  If our
subscriber  base is less than our  projections,  we will earn less  subscription
revenue and our advertising  rate base will be lower,  which would lead to lower
advertising   revenue.   This  could  cause  our  operating  results  to  suffer
materially.

         Our forecast  could be too low if we obtain more new  subscribers  than
projected,  or if we receive more renewal  orders than  projected  from existing
subscribers.  If our subscriber base is higher than we projected,  we would earn
more  subscription  revenue  than  projected,  but  have  higher  than  expected
production  and  distribution  costs.  We  might  not be  able to  increase  our
advertising  rate base  immediately.  This could lead to our  operating  results
being worse than projected.

We depend on independent  parties to manage our subscriber files. We depend upon
an  independent  party to manage  our  subscriber  files.  This  party  receives
subscription orders and payments for our print  publications,  sends renewal and
invoice notices to subscribers and generates subscribers' labels and circulation
reports for us. If the business of this party is disrupted, we may become unable
to process subscription  requests,  or send out renewal notices or invoices,  or
deliver our print publications.  If this were to happen, our insurance might not
cover all of our losses.  Any of those  developments  could cause our  operating
results to suffer materially.

We need to manage our growth.  Although our print publications  business has not
experienced  rapid  growth  in the  recent  past,  our  online  services,  which
commenced in May 1997, have experienced  rapid growth.  This growth has placed a
strain on our managerial,  operational and financial  resources.  We expect this
strain to increase with anticipated future growth in both print publications and
online services. To manage our growth, we must continue to implement and improve
our  managerial  controls  and  procedures  and our  operational  and  financial
systems.  In addition,  our future success will depend on our ability to expand,
train and manage our workforce,  in particular our editorial,  advertising sales
and business  development staff. We cannot assure you that we have made adequate
allowances  for the costs and risks  associated  with this  expansion,  that our
systems,  procedures or controls will be adequate to support our operations,  or
that our management will be able to successfully  offer and expand our services.
If we are unable to manage  our growth  effectively,  our  business,  results of
operations and financial condition could be materially adversely affected.

We need to establish and maintain  relationships with other web sites to promote
the growth of our online services business.  For us to maintain and increase the
traffic to our web sites,  it is  important  for us to  establish  and  maintain
content distribution relationships with high-traffic web sites operated by other
companies.  There is intense  competition  for  relationships  with these sites.
Although we have not paid any material sum with respect to our  relationships to
date, it is possible  that,  in the future,  we might be required to pay fees in
order to establish or maintain  relationships with these sites. (It is possible,
however,  that  we  may  be  able  to  charge  fees  in  connection  with  these
relationships in the future.) Additionally, many of these sites compete with our
web sites as providers of financial information, and these sites may become less
willing to establish or maintain strategic  relationships with us in the future.
We may be unable to enter into  relationships  with these sites on  commercially
reasonable terms or at all. Even if we enter into such  relationships,  they may
not attract significant numbers of viewers to our web sites.

Increased  traffic to our web sites may strain our systems and impair our online
services  business.  On  occasion,  we have  experienced  significant  spikes in
traffic on our web site. In addition, the number of our readers has continued to
increase  over time and we are  seeking to  increase  our reader  base  further.
Accordingly,  our web site must  accommodate a high volume of traffic,  often at
unexpected  times.  Our  web  site  has  in the  past,  and  may in the  future,
experience  slower  response times than usual or other problems for a variety of
reasons.  These  occurrences could cause our readers to perceive our web site as
not  functioning  properly  and,  therefore,  cause them to use other methods to
obtain their  financial  news and  information.  In such a case,  our  business,
results of operations  and  financial  condition  could be materially  adversely
affected.

We face a risk of system failure for our online services  business.  Our ability
to  provide  timely  information  and  continuous  news  updates  depends on the
efficient  and  uninterrupted  operation  of  our  computer  and  communications
hardware  and software  systems.  Similarly,  our ability to track,  measure and
report the delivery of  advertisements  on our site depends on the efficient and
uninterrupted operation of a third-party system maintained by DoubleClick. These
systems and  operations  are  vulnerable  to damage or  interruption  from human
error,  natural  disasters,  telecommunication  failures,  break-ins,  sabotage,
computer  viruses,  intentional acts of vandalism and similar events.  We do not
have  a  formal  disaster  recovery  plan  for  the  event  of  such  damage  or
interruption. Any system failure that causes an interruption in our service or a
decrease  in  responsiveness  of our web site could  result in reduced  traffic,
reduced  revenue and harm to our  reputation,  brand and our relations  with our
advertisers.  Our insurance  policies may not  adequately  compensate us for any
losses that we may incur because of any failures in our system or  interruptions
in our delivery of content.  Our business,  results of operations  and financial
condition could be materially adversely affected by any event, damage or failure
that interrupts or delays our operations.

We may not successfully  develop new and enhanced  services and features for our
online  services to the  satisfaction  of our customers.  We intend to introduce
additional  and  enhanced  services in order to retain the current  users of our
online  services and to attract new users. If we introduce a service that is not
favorably  received,  our current  users may choose a  competitive  service over
ours. We may also  experience  difficulties  that could delay or prevent us from
introducing new services.  Furthermore,  the new services we may introduce could
contain errors that are discovered  after the services are  introduced.  If that
happens, we may need to significantly modify the design or implementation of the
services on our web sites to correct  these  errors.  Our  business,  results of
operations and financial condition could be materially  adversely affected if we
experience difficulties in introducing new services or if these new services are
not accepted by our users.

We depend on the continued growth in use and efficient operation of the web. The
web-based information market is new and rapidly evolving.  Our business would be
materially  adversely  affected if web usage does not  continue to grow or grows
slowly. Web usage may be inhibited for a number of reasons, such as:

     --    inadequate network infrastructure;

     --    security concerns;

     --    inconsistent quality of service; and

     --    unavailability of cost-effective, high-speed access to the Internet.

         The users of our online services depend on Internet service  providers,
online  service  providers  and other web site  operators  for access to our web
site. Many of these services have experienced significant service outages in the
past and could experience service outages,  delays and other difficulties due to
system  failures  unrelated to our systems.  These  occurrences  could cause our
readers  to  perceive  the web in general  or our web site in  particular  as an
unreliable medium and, therefore,  cause them to use other media to obtain their
financial news and information.  We also depend on certain information providers
to  deliver  information  and data feeds to us on a timely  basis.  Our web site
could  experience  disruptions or interruptions in service due to the failure or
delay in the  transmission  or receipt of this  information,  which could have a
material  adverse  effect on our business,  results of operations  and financial
condition.

Government  regulation  and legal  uncertainties  relating  to the web.  Certain
existing laws or regulations specifically regulate communications or commerce on
the web. Further, laws and regulations that address issues such as user privacy,
pricing, online content regulation, taxation and the characteristics and quality
of online products and services are under consideration by federal, state, local
and foreign governments and agencies. Several telecommunications  companies have
petitioned the Federal  Communications  Commission to regulate  Internet service
providers and online services providers in a manner similar to the regulation of
long distance  telephone  carriers and to impose access fees on such  companies.
That regulation,  if imposed,  could increase the cost of transmitting data over
the web.  Moreover,  it may take years to determine the extent to which existing
laws   relating  to  issues  such  as   intellectual   property   ownership  and
infringement,  libel,  obscenity and personal privacy are applicable to the web.
The Federal Trade Commission and government agencies in certain states have been
investigating  certain  Internet  companies  regarding  their  use  of  personal
information. We could incur additional expenses if any new regulations regarding
the use of personal  information  are  introduced or if these  agencies chose to
investigate our privacy practices.  Any new laws or regulations  relating to the
web, or certain  application or  interpretation of existing laws, could decrease
the  growth  in the use of the  web,  decrease  the  demand  for our web site or
otherwise materially adversely affect our business.

Web  security  concerns  could  hinder  internet  commerce.  Concern  about  the
transmission  of  confidential   information   over  the  Internet  has  been  a
significant  barrier to electronic commerce and communications over the web. Any
well-publicized  compromise  of security  could deter more people from using the
web or from using it to conduct  transactions  that involve the  transmission of
confidential information, such as signing up for a paid subscription,  executing
stock trades or purchasing  goods or services.  Because many of our  advertisers
seek to advertise on our web site to encourage people to use the web to purchase
goods or services,  our business,  results of operations and financial condition
could be materially  adversely affected if Internet users  significantly  reduce
their use of the web because of security concerns. We may also incur significant
costs to  protect  ourselves  against  the  threat of  security  breaches  or to
alleviate problems caused by such breaches.

Our  efforts to build  positive  brand  recognition  may not be  successful.  We
believe  that  maintaining  and growing  awareness  about our brands  (including
Individual  Investor,  Individual Investor Online,  Ticker and the INDI SmallCap
500) is an  important  aspect of our efforts to continue to attract  subscribers
and readers.  The importance of positive brand  recognition will increase in the
future because of the growing number of providers of financial  information.  We
cannot assure you that our efforts to build positive brand  recognition  will be
successful.

         In order to build positive brand recognition, it is very important that
we  maintain  our  reputation  as a  trustworthy  source  of  investment  ideas,
research,  analysis and news.  The occurrence of certain  events,  including our
misreporting a news story or the  non-disclosure of a financial  interest by one
or more of our  employees  in a  security  that we write  about,  could harm our
reputation  for  trustworthiness.  These events  could  result in a  significant
reduction in the number of our readers,  which could materially adversely affect
our business, results of operations and financial condition.

Control of the Company by Principal Stockholders.  At the present time, Jonathan
Steinberg, Wise Partners, L.P. (a partnership controlled by Jonathan Steinberg),
Saul  Steinberg  (who is  Jonathan's  father) and  Reliance  Financial  Services
Corporation  (a  substantial  portion of the common stock of Reliance  Financial
Services  Corporation's parent,  Reliance Group Holdings,  Inc., is beneficially
owned by Saul  Steinberg,  members  of his  family and  affiliated  trust),  own
approximately 44.7% of the outstanding shares of common stock of our Company. As
a result of their ownership of common stock,  they will be able to significantly
influence  all matters  requiring  approval by our  stockholders,  including the
election  of our  directors.  Because  it would be very  difficult  for  another
company to acquire our company  without the  approval of the  Steinbergs,  other
companies might not view our company as an attractive  takeover  candidate.  Our
stockholders  therefore  may have less of a chance to benefit  from any possible
takeover of our company,  than they would if the Steinbergs did not have as much
influence.

We rely on our intellectual  property. To protect our rights to our intellectual
property,  we rely on a combination of trademark and copyright law, trade secret
protection,  confidentiality  agreements and other contractual arrangements with
our  employees,   affiliates,   clients,  strategic  partners  and  others.  The
protective  steps we have taken may be inadequate to deter  misappropriation  of
our proprietary information. We may be unable to detect the unauthorized use of,
or take appropriate steps to enforce, our intellectual  property rights. We have
registered  certain of our  trademarks  in the United States and we have pending
U.S. applications for other trademarks. Effective trademark, copyright and trade
secret  protection  may not be available  in every  country in which we offer or
intend to offer our services.

         We are somewhat  dependent  upon the use of certain  trademarks  in our
operation,  including the marks Individual Investor, Individual Investor Online,
Ticker and the INDI  SmallCap  500. We have a  perpetual  license for use of the
trademark Individual Investor. To perfect our interests in the mark, however, we
filed suit in 1997 against the licensor and a third party whom we believed to be
infringing  the mark.  The  litigation  was  resolved  favorably  to us, with an
agreement  by the third party not to further  infringe  the mark.  We  commenced
negotiations  with the licensor to obtain  assignment  of the mark,  but did not
reach an agreement.  Although we will continuously  monitor and seek enforcement
against any  perceived  infringement  of the mark, we cannot assure you that our
efforts will be successful.

         Additionally, we are somewhat dependent upon the ability to protect our
proprietary content through the laws of copyright,  unfair competition and other
law.  We cannot  assure  you,  however,  that the laws  will give us  meaningful
protection.

We may be liable for information  published in our print  publications or on our
online services. We may be subject to claims for defamation, libel, copyright or
trademark infringement or based on other theories relating to the information we
publish in our print publications or through our online services.  We could also
be subject to claims based upon the content that is accessible from our web site
through links to other web sites.  Our insurance may not  adequately  protect us
against these claims.

Year 2000  risks.  We have  evaluated  the  potential  impact  of the  situation
commonly referred to as the "Year 2000 Issue".  The Year 2000 Issue concerns the
inability of information systems,  whether due to computer hardware or software,
to properly  recognize and process date  sensitive  information  relating to the
year 2000 and beyond. To attempt to ensure that our computer systems will not be
disrupted  by the Year 2000 Issue,  we  developed  a plan to assess,  and to fix
where necessary,  any Year 2000 Issue with respect to our computer  systems.  We
have made significant  progress toward determining  whether our computer systems
will be disrupted by the Year 2000 Issue and  currently  expect to complete this
determination  before June 1999.  We are also fixing any Year 2000 Issue we find
in our systems and currently  expect to complete our repair  efforts before June
1999. We intend to test our systems before October 1999.

         We currently  believe that  additional  direct  costs  associated  with
making our systems Year 2000 Ready should not exceed $30,000.  We do not believe
that the diversion of employee resources required to address the Year 2000 Issue
will have a material effect on our operating results or financial condition.  We
do not currently have in place a contingency plan of action in the event that we
are not able to make our computer  systems Year 2000 Ready, but will consider on
an ongoing basis whether such a contingency plan should be developed.

         The dates on which we believe we will complete our Year 2000 plan,  and
the costs associated with the efforts,  are based on our current best estimates.
However,  we cannot  guarantee that these  estimates  will be achieved,  or that
there will not be a delay in, or increased  costs  associated  with,  making our
systems Year 2000 Ready.  Specific factors that might cause differences  between
the estimates and actual results  include the following:  the  availability  and
cost of personnel  trained in these areas; the ability to locate and correct all
relevant computer code and hardware devices (such as  microcontrollers);  timely
responses to and  corrections by  third-parties  and  suppliers;  the ability to
implement interfaces between the new systems and the systems not being replaced;
and similar  uncertainties.  Due to the general uncertainty inherent in the Year
2000 problem,  resulting in part from the uncertainty of the Year 2000 readiness
of third  parties  and the  interconnection  of  global  businesses,  we  cannot
guarantee that will be able to resolve,  in a timely or cost-effective  fashion,
any problems  associated with the Year 2000 Issue.  If we fail to resolve,  in a
timely and cost-effective  fashion,  any problems  associated with the Year 2000
issue, our operations and business could be materially  adversely  affected.  If
that happens, we also could incur liabilities to third parties.
         We also face risks and uncertainties to the extent that the independent
suppliers  of  products,  services  and  systems  on  which  we rely do not have
business  systems  or  products  that  are  Year  2000  Ready.  We have  started
communicating  with all of our significant  suppliers and customers to determine
the extent to which our  systems  and  products  are  vulnerable  to those third
parties'  failure to fix their own  systems'  Year 2000  Issues.  The systems or
products of other  companies  on which we rely might not be made Year 2000 Ready
in time to prevent disruption.  If the systems of any of those third parties are
disrupted,  our operations and business could be materially  adversely affected.
We are in the process of  identifying  what  actions may be needed to reduce our
vulnerability to problems  related to the companies with which we interact,  but
we do not currently have in place a contingency plan of action in the event that
the failure by one or more third  parties to make their  computer  systems  Year
2000 Ready causes us to suffer material adverse effects.  We will consider on an
ongoing basis whether such a contingency plan should be developed.






<TABLE> <S> <C>


<ARTICLE>                     5

       
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