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Lease - WESTWOOD ONE INC /DE/ - 3-31-1995

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Lease - WESTWOOD ONE INC /DE/ - 3-31-1995 Powered By Docstoc
					LEASE Between BROADWAY 52ND ASSOCIATES OWNER AND UNISTAR COMMUNICATIONS GROUP, INC. TENANT
Premises: Entire Seventeenth (17th) Floor 1675 Broadway New York, New York

LEASE dated as of the 18th day of June, 1990 between BROADWAY 52nd ASSOCIATES, a New York partnership having its principal office at 345 Park Avenue, Borough of Manhattan, City, County and State of New York, as landlord (referred to as "Owner"), and UNISTAR COMMUNICATIONS GROUP, INC., a Delaware corporation, having as office at 1440 Broadway, Borough of Manhattan, City, County and State of New York, as tenant (referred to as "Tenant). WITNESSETH: Owner and Tenant hereby covenant and agree as follows: ARTICLE 1 DEMISE, PREMISES, TERM, RENTS Section 1.01. Owner hereby leases to Tenant and Tenant hereby hires from Owner the entire seventeenth (17th) floor in the building located on the northwest corner of Broadway and West 52nd Street and known as 1675 Broadway and 225 West 52nd Street in the Borough of Manhattan, City of New York (said building is referred to as the "Building", and the Building, together with the plot of land upon which it stands and all other land and development rights demised in the Ground and Development Rights Lease referred to in Article 7 is referred to collectively as the "Real Property"), at the annual rental rate or rates set forth in Section 1.03, and upon and subject to all of the terms, covenants and conditions contained in this Lease. The premises leased to Tenant, together with all appurtenances, fixtures, improvements, additions and other property attached thereto or installed therein at the commencement of, or at any time during, the term of this Lease, other than Tenant's Personal Property (as defined in Article 4), are referred to, collectively, as the "Demised Premises". Section 1.02. A. The Demised Premises are leased for a term (referred to as the "Demised Term") to commence (subject to the provisions of subsection B of this Section 1.02) on March 1, 1991 and to end on September 30, 2000 unless the Demised Term shall sooner terminate pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law. B. Notwithstanding anything in subsection A of this section 1.02 to the contrary, if on or prior to the date set forth in said subsection A for the commencement of the Demised Term, a temporary or permanent Certificate(s) of Occupancy covering the Demised Premises has not been issued by the Department of Buildings of the City of New York or Owner shall have failed substantially to complete Owner's initial Construction (as defined in Article 12) or if prior to March 1, 1991 a temporary or permanent Certificate(s) of Occupancy covering the Demised Premises and permitting its use as "offices" and "broadcasting studio" without 2

material conditions as to such use (and if a temporary certificate, Owner shall obtain a permanent certificate without interruption of Tenant's occupancy), shall have been so issued and owner shall have substantially completed Owner's Initial Construction, as the case may be, then: (a) the Demised Term shall not commence on the date set forth in said subsection A but shall, instead, commence on a date, fixed by Owner in a notice to Tenant, not sooner than fifteen (15) days next following the date of the giving of such notice, which notice shall state that (i) a temporary or permanent Certificate(s) of Occupancy covering the Demised Premises and permitting its use as "offices" and "broadcasting studio" without material conditions as to such use (and if a temporary certificate, Owner shall obtain a permanent certificate without interruption of Tenant's occupancy) has been, or prior to the commencement date fixed in said notice is expected to be, issued by the Department of Buildings of the City of New York and (ii) Owner has, or prior to the commencement date fixed in said notice will have, subsequently completed Owner's initial Construction whether or not the Demised Term shall occur before of after March 1, 1991; and (b) the Demised Term shall end nevertheless on September 30, 2000 unless sooner terminated pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law; and (c) except as aforesaid, neither the validity of this Lease nor the obligations of Tenant under this Lease shall be affected thereby. If, by the date fixed in any such notice, a temporary or permanent Certificate(s) of Occupancy covering the Demised Premises has not been issued or Owner's initial Term shall commence on a date fixed by Owner in a further notice by Owner not sooner than fifteen (15) days next following the date of the giving of such further notice. The date upon which the Demised Term shall commence pursuant to subsection A of this Section or pursuant to this subsection B is referred to as the "commencement Date", and the date fixed pursuant to said subsection A as the date upon which the Demised Term shall end is referred to as the "expiration Date". C.Tenant waives any right to rescind this Lease under Section 223- a of the New York Real Property Law or any successor statute of similar import then in force and further waives the right to recover any damages which may result from Owner's failure to deliver possession of the Demised Premises on the date set forth in subsection A of this Section, or in any notice given pursuant to subsection B of this Section, for the commencement of the Demised Term. D. After the determination of the Commencement Date, Tenant agrees, upon request of Owner, to execute, acknowledge and deliver to Owner an instrument, in form satisfactory to Owner, setting forth said Commencement Date and the Expiration Date. Section 1.03. A. This Lease is made at the annual rental rate(s)(referred to as "Fixed Rent") of SIX HUNDRED EIGHTEEN THOUSAND THREE HUNDRED FIFTY EIGHT ($618,358.00) DOLLARS with respect to the period from the Commencement Date to the last day of the calendar month 3

in which the day immediately preceding the fifth (5th) anniversary date of the Commencement Date shall occur, both dates inclusive, and SIX HUNDRED FORTY TWO THOUSAND ONE HUNDRED FORTY ONE ($642,141.00) DOLLARS with respect to the remainder of the Demised Term. B. The Fixed Rent and any additional rent payable pursuant to the provisions of this Lease shall be payable by Tenant to Owner at its office (or at such other place as Owner may designate in a notice to Tenant) in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, or by Tenant's good check drawn on a bank or trust company whose principal office is located in New York City and which is a member of the New York Clearinghouse Association, without prior demand therefor and without any offset or deduction whatsoever except as otherwise specifically provided in this Lease. The Fixed Rent shall be payable in equal monthly installments of FIFTY ONE THOUSAND FIVE HUNDRED TWENTY NINE and 83/100 ($51,529.83) DOLLARS with respect to the period from the Commencement Date to the last day of the calendar month in which the day immediately preceding the fifth (5th) anniversary date of the Commencement Date shall occur, both dates inclusive, and FIFTY THREE THOUSAND FIVE HUNDRED ELEVEN and 75/100 ($$53,511.75) DOLLARS with respect to the remainder of the first (1st) day of each month during the Demised Term (except as otherwise provided in subsection C of this Section). C. Tenant shall pay to Owner, on the Commencement Date a sum equal to ONE THOUSAND SEVEN HUNDRED SEVENTEEN and 67/100 ($1,717.67) Dollars, multiplied by the number of calendar days in the period from the Commencement Date to the last day of the month in which the Commencement Date shall occur, both inclusive or if the Commencement Date shall occur on the first day of any calendar month Tenant shall pay to Owner the sum of FIFTY ONE THOUSAND FIVE HUNDRED TWENTY NINE and 83/100 ($51,529.83) DOLLARS. Such payment shall constitute payment of the Fixed Rent for the period (referred to, herein, as the "Initial Rent Period") from the Commencement Date to and including the last day of the calendar month in which the Commencement Date shall occur. D. If Tenant shall use or occupy all or any part of the Demised Premises for the conduct of business prior to the Commencement Date, such use or occupancy shall be deemed to be under all of the terms, covenants and conditions of this Lease, including the covenant to pay Fixed Rent for the period from the commencement of said use or occupancy to and including the date immediately preceding the Commencement Date, without, however, affecting the Expiration Date. The provisions of the foregoing sentence shall not be deemed to give to Tenant any right to use or occupy all or any part of the Demised Premises prior to the Commencement Date without the consent of Owner. Section 1.04. Tenant covenants (i) to pay the Fixed Rent, any increases in the Fixed Rent, and any additional rent payable pursuant to the 4

provisions of this Lease, and (ii) to observe and perform, and to permit no violation of, the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. (See Article 38 and Article 48.) ARTICLE 2 USE AND OCCUPANCY Section 2.01. Tenant shall use and occupy the Demised Premises for the following purpose: Executive and general offices, broadcasting studio and related uses provided the related uses comply with all applicable zoning resolutions and laws. Section 2.02. Tenant shall not use or occupy, or permit the use or occupancy of, the Demised Premises or any part thereof, for any purpose other than the purpose specifically set forth in Section 2.01, or in any manner which, in Owner's reasonable judgement, (a) shall materially adversely affect or materially interfere with (i) any services required to be furnished by Owner to Tenant or to any other tenant or occupant of the Building, or (ii) the proper and economical rendition of any such service, or (iii) the use or enjoyment of any part of the Building by any other tenant or occupant, or (b) shall tend to impair the character or dignity of the Building. ARTICLE 3 ALTERATIONS Section 3.01. Tenant shall not make or perform, or permit the making or performance of any alterations, installations, improvements, additions or other physical changes in or about the Demised Premises (referred to collectively as "Alterations") without Owner's prior consent. Owner agrees not to unreasonably withhold or delay its consent to any nonstructural Alterations proposed to be made by Tenant to adapt the Demised Premises for Tenant's business purposes. Notwithstanding the foregoing provisions of this Section or Owner's consent to any Alterations, all Alterations and decorations shall be made and performed in conformity with and subject to the following provisions: All Alterations and decorations shall be made and performed at Tenant's sole cost and expense and at such time and in such manner as Owner may, from time to time, reasonably designate; no Alterations or decoration shall adversely affect the structural integrity of the building; Alterations shall be made only by contractors or mechanics approved by Owner, such approval not unreasonably to be withheld or delayed (notwithstanding the foregoing, all Alterations requiring mechanics in trades with respect to which Owner has adopted or may hereafter adopt a list or lists of approved contractors shall be made only by contractors selected by Tenant from such list or lists); no Alteration or decoration shall affect any part of the Building other than the Demised Premises or 5

adversely affect any service required to be furnished by Owner to Tenant or to any other tenant or occupant of the Building or reduce the value or utility of the Building; no Alteration or decoration shall affect the outside appearance of the Building or the color or style of any venetian blinds (except that Tenant may remove any venetian blinds provided that they are promptly replaced by Tenant with blinds of a similar type, material and color); all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient, in Owner's reasonable judgement, to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; Tenant shall submit to Owner detailed plans and specifications which approval shall not be unreasonably withheld or delayed prior to the commencement of such proposed Alteration, Tenant shall have procured and paid for, and exhibited to Owner, so far as the same may be required from time to time, all permits and authorizations of all municipal departments and governmental subdivisions and authorities having or claiming jurisdiction; prior to the commencement of each proposed Alteration or decoration, Tenant shall furnish to Owner duplicate original policies or certificates of workmen's compensation insurance covering all persons to be employed in connection with such Alteration or decoration, including those to be employed by all contractors and subcontractors, and of comprehensive public liability insurance (including ARTICLE 4 OWNERS OF IMPROVEMENTS Section 4.01. All appurtenances, fixtures, improvements, additions and other property attached to or installed in the premises demised in this lease, whether by Owner or Tenant or others, and whether at Owner's expense, or Tenant's expense, or the joint expense of Owner and Tenant, shall be and remain the property of Owner, except that any such fixtures, improvements, additions and other property installed at the sole expense of Tenant with respect to which Tenant has not been granted any credit or allowance by Owner, whether pursuant to Schedule A or otherwise, and which are removable without material damage to the said premises shall be and remain the property of Tenant and are referred to as "Tenant's Personal Property". Any replacements of any property of Owner, whether made at Tenant's expense or otherwise, shall be and remain the property of Owner. (See Article 40) ARTICLE 5 REPAIRS Section 5.01 . Tenant shall take good care of the Demised 6

Premises (including, but not limited to, any Class E Fire Alarm and Communication system and any sprinkler system and any installations made or equipment installed. as a result of any requirement of New York City Local Law #16 of 1984 or any successor law of like import) and, at Tenant's sole cost and expense, shall make all repairs and replacements, structural and otherwise, ordinary and extraordinary, foreseen and unforeseen, as and when needed to preserve the Demised Premises (including, but not limited to, any Class E Fire Alarm and Communication system and any sprinkler system and any installations made or equipment installed as a result of any requirement of New York City Local Law # 16 of 1984 or any successor law of like import) in good and safe working order and in first class repair and condition, except that Tenant shall not be required to make any such structural repairs or structural replacements to the Demised Premises unless necessitated or occasioned by the acts, omissions or negligence of Tenant or any person claiming through or under Tenant, or any of their servants, employees, contractors, agents, visitors or licensees, or by the manner of use or occupancy of the Demised Premises by Tenant or any such person (in contradistinction to the mere use or occupancy of the Demised Premises for the purposes set forth in Section 2.01). Without affecting Tenant's obligations set forth in the preceding sentence, Tenant, at Tenant's sole cost and expense, shall also (i) make all repairs and replacements, and perform all maintenance as and when necessary, to the lamps, tubes, ballasts, and starters in the lighting fixtures installed in the Demised Premises, (ii) make all repairs and replacements, as and when necessary, to Tenant's Personal Property and to any Alterations made or performed by or on behalf of Tenant or any person claiming through or under Tenant, and (iii) if the Demised Premises shall include any space on any ground, street, mezzanine or basement floor in the Building, make all replacements, as and when necessary, to all windows and plate and other glass in, on or about such space, and obtain and maintain, throughout the Demised Term, plate glass insurance policies issued by companies, and in form and amounts, satisfactory to Owner, in which Owner, its agents and any lessor under any ground or underlying lease shall be named as parties insured, and (iv) perform all maintenance and make all repairs and replacements, as and when necessary, to any air conditioning equipment, private elevators, escalators, conveyors or mechanical systems (other than the Building's standard equipment and systems including, without limitation, the core toilets) which may be installed in the Demised Premises by Owner, Tenant or others. However, the provisions of the foregoing sentence shall not be deemed to give to Tenant any right to install 7

air conditioning equipment, elevators, escalators, conveyors or mechanical systems. All repairs and replacements made by or on behalf of Tenant or any person claiming through or under Tenant shall be made and performed in conformity with, and subject to the provisions of, the third (3rd) sentence of Section 3.01 and shall be at least equal in quality and class to the original work or installation. The necessity for, and adequacy of, repairs and replacements pursuant to this Article 5 shall be measured by the standard which is appropriate for first class office buildings of similar construction and class in the Borough of Manhattan, City of New York. (See Article 49) ARTICLE 6 COMPLIANCE WITH LAWS Section 6.01. Tenant at Tenant's sole cost and expense, shall comply with all present and future laws, orders and regulations (including, but not limited to, the New York State Energy Conservation Construction Code) of Federal, State, County and Municipal authorities, and with all directions, requirements, orders and notices of violation thereof, issued by all public officers, which shall impose any duty upon Owner or Tenant with respect to the Demised Premises or the use or occupation thereof, including, but not limited to, any requirement that any hazardous material be dealt with in any particular manner, whether ordinary or extraordinary, foreseen or unforeseen, except that Tenant shall not be required to make any structural Alterations in order so to comply unless such Alterations shall be necessitated or occasioned, in whole or in pan, by the acts, omissions, or negligence of Tenant or any person claiming through or under Tenant, or any of their servants, employees, contractors, agents, visitors or licensees, or by the manner of use or occupancy of the Demised Premises by Tenant or by any such person (in contradistinction to the mere use or occupancy of the Demised Premises for the purposes set forth in Section 2.01). Any work or installations made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to the provisions of this Article shall be made in conformity with, and subject to the provisions of, the third (3rd) sentence of Section 3.01. For the purposes of this Article, any requirement that any hazardous material be dealt with in any particular manner shall be deemed to be a nonstructural Alteration. Compliance with any requirement regarding any hazardous material shall be made in conformity with the provisions of Section 3.06. Section 6.02. Tenant shall not do anything, or permit 8

anything to be done, in or about the Demised Premises which shall (i) invalidate or be in conflict with the provisions of any fire or other insurance policies covering the Building or any property located therein, or (ii) result in a refusal by fire insurance companies of good standing to insure the Building or any such property in amounts reasonably satisfactory to Owner, or (iii) subject Owner to any liability or responsibility for injury to any person or property by reason of any business operation being conducted in the Demised Premises, or (iv) cause any increase in the fire insurance rates applicable to the Building or property located therein at the beginning of the Demised Term or at any time thereafter. Tenant, at Tenant's expense, shall comply with all present and future rules, orders, regulations and requirements of the New York Board of Fire Underwriters and the New York Fire Insurance Rating Organization or any similar body and the issuer of any insurance obtained by Owner covering the Building and/or the Real Property, whether ordinary or extraordinary, foreseen or unforeseen, including but not limited to, any requirement that any hazardous material be dealt with in any particular manner. Section 6.03. In any action or proceeding wherein Owner and Tenant are parties, a schedule or "make up" of rates applicable to the Building or property located therein issued by the New York Fire Insurance Rating Organization, or other similar body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Building or property located therein.

(See Article 52) ARTICLE 7 REPLACED BY ARTICLE 47 ARTICLE 8 PROPERTY LOSS, ETC. Section 8.01. Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant's agent with respect to such property and neither Owner nor Owner's agents shall be liable for any loss of, or damage to, any such property by they or otherwise. Neither (i) the performance by Owner, Tenant or others of any decorations, repairs adaptions, additions or improvements in or to the Building or the Demised Premises, nor (ii) the failure of Owner or others to make any such decorations, repairs, alterations, additions or 9

improvements, nor (iii) any damage to the Demised Premises or to the property of Tenant, nor any 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, nor (iv) any latent defect in the Building or in the Demised Premises, nor (v) any temporary closing, darkening or bricking up of any window of the Demised Premises for any reason whatsoever including, but not limited to, Owner's own or any permanent closing, darkening or bricking up of such windows if required by law or in connection with any construction upon adjacent property by Owner or others, nor (iv) any 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 (i) thorough (v), shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner, or its agents, or any lessor under any ground or underlying lease, other than such liability as may be imposed upon Owner by law for Owner's negligence or the negligence of Owner's agents, servants or employees in the operation or maintenance of the Building or for the breach by Owner of any express covenant of this Lease on Owner's part to be performed. Tenant's taking possession of the Demised Premises shall be conclusive evidence, as against Tenant, that, at the time such possession was so taken, the Demised Premises and the Building were in good and satisfactory condition and Owner's Initial Construction was substantially completed. Access to the Demised Premises by Tenant's contractors as permitted by, and in accordance with the provisions of Schedule A shall not be deemed to constitute possession of the Demised Premises for purposes of this Section 8.01, or affect Owner's obligation to complete Owner's initial construction. ARTICLE 9 DESTRUCTION - FIRE OR OTHER CASUALTY Section 9.01. If the Demised Premises shall be damaged by fire or other casualty and if Tenant shall give prompt notice to Owner of such damage, Owner, at Owner's expense, shall repair such damage. However, Owner shall have no obligation to repair any damage to, or to replace, Tenant's Personal Property or any other property or effects of Tenant. Except as otherwise provided in Section 9.03, if the entire Demised Premises shall be rendered untenantable by reason of any such damage, the Fixed Rent shall abate for the period from the date of such damage to the date when 10

such damage shall have been repaired, and if only a part of the Demised Premises shall be so rendered untenantable, the Fixed Rent shad abate for such period in the proportion which the area of the part of the Demised Premises so rendered untenantable bears to the total area of the Demised Premises. However, if, prior to the date when all of such damage shad have been repaired, any part of the Demised Premises so damaged shall be rendered tenantable and shall be used or occupied by Tenant or any person or persons Claiming through or under Tenant, then the amount by which the Fixed Rent shall abate shall be equitably apportioned for the period from the date of any such use or occupancy to the date when all such damage shall have been repaired. Owner agrees that if it is reimbursed by its rent insurance policies covering the Building for a time period following the date that the Demised Premises, or any part thereof, shall once again become tenantable and prior to the date Tenant shall resume the conduct of its business in the Demised Premises or such part thereof, in which time period Tenant enters the Demised Premises to perform work therein to re-install or repair its business equipment and other personal property, any abatement with respect to such space shall extend beyond the date that such space has become so tenantable by the number of days that such rent insurance policy provides Owner with reimbursement for Tenant to perform such work. Owner further agrees to attempt, in good faith, to give to Tenant a non-binding notice estimating the date that the Demised Premises or the applicable portion thereof shall become tenantable at least fifteen (15) days prior thereto, without any liability if the Demised Premises are not rendered tenantable by the date fixed in said notice. Tenant hereby expressly waives the provisions of Section 227 of the New York Real Property Law, and of any successor law of like import then in force, and Tenant agrees that the provisions of this Article shall govern and control in lieu thereof. Notwithstanding the foregoing provisions of this Section, if, prior to or during the Demised Term, (i) the Demised Premises shad be totally damaged or rendered wholly untenantable by fire or other casualty, and if Owner shall decide not to restore the Demised Premises, or (ii) the Building shall be so damaged by fire or other casualty that, in Owner's opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Demised Premises shall have been damaged or rendered untenantable), then, in any of such events, Owner, at Owner's option, may give to Tenant, within ninety (90) days after such fire or other casualty, a five (5) days' notice of termination of this Lease and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire 11

(whether or not said term shall have commenced) upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the Expiration Date, the Fixed Rent shall be apportioned as of such date and any prepaid portion of Fixed Rent for any period after such date shall be refunded by Owner to Tenant. If Owner shall be obligated to repair any damage pursuant to this Section, Owner agrees to commence such repairs within a reasonable time after the occurrence of such damage and thereafter to complete such repairs with reasonable diligence (without any obligation, however, to employ labor at overtime or other premium pay rates). Section 9.02. Owner now has and shall attempt to maintain, throughout the Demised Term, in Owner's fire insurance policies covering the Building, provisions to the effect that such policies shall not be invalidated should the insured waive, in writing, prior to a loss, any or all right of recovery against any party for loss occurring to the Building. In the event that at any time Owner's fire insurance carriers shall exact an additional premium for the inclusion of such or similar provisions, Owner shall give Tenant notice thereof. In such event, if Tenant agrees, in writing, to reimburse Owner for such additional premium for the remainder of the Demised Term, Owner shall require the inclusion of such or similar provisions by Owner's fire insurance carriers. As long as such or similar provisions are included in Owner's fire insurance policies then in force, Owner hereby waives (i) any obligation on the part of Tenant to make repairs to the Demised Premises necessitated or occasioned by fire or other casualty that is an insured risk under such policies, and (ii) any right of recovery against Tenant, any other permitted occupant of the Demised Premises, and any of their servants, employees, agents or contractors, for any loss occasioned by fire or other casualty that is an insured risk under such policies. In the event that at any time Owner's fire insurance carriers shall not include such or similar provisions in Owner's fire insurance policies, the waivers set forth in the foregoing sentence shall, upon notice given by Owner to Tenant, be deemed of no further force or effect. During any period while the foregoing waiver of right of recovery is in effect, Owner shall look solely to the proceeds of such policies to compensate Owner for any loss occasioned by fire or other casualty which is an insured risk under such policies or under other insurance policies covering risks against which a reasonably prudent landlord in the Borough of Manhattan would carry insurance for similar office buildings. 12

Section 9.03. Except as expressly provided Section 9.02, nothing contained in this Lease shall relieve Tenant of any liability to Owner or to its insurance carriers which Tenant may have under law or the provisions of this Lease in connection with any damage to the Demised Premises or the Building by fire or other casualty. Notwithstanding the provisions of Section 9.01, if any such damage, occurring after any date when the waivers set forth in Section 9.02 are no longer in force and effect, is due to the fault or neglect of Tenant, any person claiming through or under Tenant, or any of their servants, employees, agents, contractors, visitors or licensees, then there shall be no abatement of Fixed Rent by reason of such damage. Section 9.04. Tenant acknowledges that it has been advised that Owner's insurance policies do not cover Tenant's Personal Property or any other property of Tenant in the Demised Premises; accordingly, it shall be Tenant's obligation to obtain and maintain insurance covering its property in the Demised Premises and loss of profits including, but not limited to, water damage coverage and business interruption insurance. Tenant shall attempt to obtain and maintain, throughout the Demised Term, in Tenant's fire and other insurance policies covering Tenant's Personal Property and other property of Tenant in the Demised Premises, and Tenant's use and occupancy of the Demised Premises, and/or Tenant's profits (and shall cause any other permitted occupants of the Demised Premises to attempt to obtain and maintain, in similar policies), provisions to the effect that such policies shall not be invalidated should the insured waive, in writing, prior to a loss, any or all right of recovery against any party for loss occasioned by fire or other casualty which is an insured risk under such policies in the event that at any time the insurance carriers issuing such policies shall exact an additional premium for the inclusion of such or similar provisions, Tenant shall give Owner notice thereof. In such event, if Owner agrees, in writing, to reimburse Tenant or any person claiming through or under Tenant, as the case may be, for such additional premium for the remainder of the Demised Term, Tenant shall require the inclusion of such or similar provisions by such insurance carriers. As long as such or similar provisions are included in such insurance policies then in force, Tenant hereby waives (and agrees to cause any other permitted occupants of the Demised Premises to execute and deliver to Owner written instruments waiving) any right of recovery against Owner, any lessors under any ground or underlying leases, any other tenants or occupants of the Building, and any servants, employees, agents or contractors of Owner or of any such 13

lessor, or of any such other tenants or occupants, for any loss occasioned by fire or other casualty which is an insured risk under such policies. In the event that at any time such insurance earners shall not include such or similar provisions in any such insurance policy, the waiver set forth in the foregoing sentence (or in any written instrument executed by any other permitted occupant of the Demised Premises) shall, upon notice given by Tenant to Owner, be deemed of no further force or effect with respect to any insured risks under such policy from and after the giving of such notice. During any period while any such waiver of right of recovery is in effect, Tenant, or any other permitted occupant of the Demised Premises, as the case may be, shall look solely to the proceeds of such policies to compensate Tenant or such other permitted occupant for any loss occasioned by fire or other casualty which is an insured risk under such policies or under other insurance policies covering risks against which a reasonably prudent tenant with a similar use in the Burough of Manhattan would carry insurance. (See Article 41) ARTICLE 10 EMINENT DOMAIN Section 10.01. If the whole of the Demised Premises shall be acquired for any public or quasi-public use or purpose, whether by condemnation or by deed in lieu of condemnation, this Lease and the Demised Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Demised Premises shall be so acquired or condemned then, except as otherwise provided in this Section, this Lease and the Demised Term shall continue in force and effect but, from and after the date of the vesting of title, the Fixed Rent shall be reduced in the proportion which the area of the part of the Demised Premixes so acquired or condemned bears to the total area of the Demised Premises immediately prior to such acquisition or condemnation. If only a part of the Real Property shall be so acquired or condemned, then (i) whether or not the Demised Premises shall be affected thereby, Owner, at Owner's option, may give to Tenant, within sixty (60) days next following the date upon which Owner should have received notice of vesting of title, a five (5) days' notice of termination of this Lease, and (ii) if the part of the Real Property so acquired or condemned shall contain more than ten (10%) per cent of the total area of the Demised Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Demised Premises, Tenant, at Tenant's 14

option, may give to Owner, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a five (5) days' notice of termination of this Lease. In the event any such five (5) days notice of termination is given, by Owner or Tenant, this Lease and the Demised Term shall come to an end and expire upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the Expiration Date. If a part of the Demised Premises shall be so acquired or condemned and this Lease and the Demised Term shall not be terminated pursuant to the foregoing provisions of this Section, Owner, at Owner's expense, shall restore that part of the Demised Premises not so acquired or condemned to a selfcontained rental unit in the event of any termination of this lease and the Demised Term pursuant to the provisions of this Section, the Fixed Rent shall be apportioned as of the date of such termination and any prepaid portion of Fixed Rent for any period after such date shall be refunded by Owner to Tenant. Section 10.02. In the event of any such acquisition or condemnation of all or any part of the Real Property, Owner shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Owner or the condemning authority for the value of any unexpired portion of the Demised Term and Tenant hereby expressly assigns to Owner all of its right in and to any such award. Nothing contained in this Section shall be deemed to prevent Tenant from making a claim in any condemnation proceedings for the value of any items of Tenant's Personal Property which are compensable, in law, as trade fixtures. ARTICLE 11 ASSIGNMENT AND SUBLETTING Section 11.01. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, covenants that, without the prior consent of Owner in each instance, it shall not (i) assign whether by merger, consolidation or otherwise, mortgage or encumber its interest in this lease, in whole or in part, or (ii) sublet, or permit the subletting of, the Demised Premises or any part thereof or (iii) permit the Demised Premises or any part thereof to be occupied, or used for desk space, mailing privileges or otherwise, by any person other than Tenant. Subject to the provisions of Section 42.02, the sale, pledge, transfer or other alienation of (a) any of the 15

issued and outstanding capital stock of any corporate Tenant (unless such stock is publicly traded on a recognized security exchange or over-the-counter market) or (b) any interest in any partnership or joint venture Tenant, however, accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed for the purposes of this Section as an assignment of this Lease which shall require the prior consent of Owner in each instance. Section 11.02. If Tenant's interest in this Lease is assigned, whether or not in violation of the provisions of this Article, Owner may collect rent from the assignee; if the Demised Premises or any part thereof are sublet to, or occupied by, or used by, any person other than Tenant, whether or not in violation of this Article, Owner, after default by Tenant under this Lease, may collect rent from the subtenant, user or occupant. In either case, Owner shall apply the net amount collected to the rents reserved in this Lease, but neither any such assignment, subletting, occupancy, or use, whether with or without Owner's prior consented nor any such collection or application, shall be deemed a waiver of any term, covenant or condition of this Lease or the acceptance by Owner of such assignee, subtenant, occupant or user as tenant The consent by Owner to any assignment, subletting, occupancy or use shall not relieve Tenant from its obligation to obtain the express prior consent of Owner to any further assignment, subletting, occupancy or use. The listing of any name other than that of Tenant on any door of the Demised 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 in the Demised Premises or the Building, or be deemed to constitute, or serve as a substitute for, any prior consent of Owner required under this Article, and it is understood that any such listing shall constitute a privilege extended by Owner which shall be revocable at Owner's will by notice to Tenant. Tenant agrees to pay to Owner reasonable counsel fees incurred by Owner in connection with any proposed assignment of Tenant's interest in this Lease or any proposed subletting of the Demised Premises or any part thereof. Neither any assignment of Tenant's interest in this Lease nor any subletting, occupancy or use of the Demised Premises or any part thereof by any person other than Tenant, nor any collection of rent by Owner from any person other than Tenant as provided in this Section, nor any application of any such rent as provided in this Section shall, in any circumstances, relieve Tenant of its obligation fully to observe and perform the terms, covenants 16

and conditions of this Lease on Tenant's part to be observed and performed. Section 11.03. As long as Tenant is not in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond the applicable grace period provided in the Lease for curing of such default. Owner agrees not to unreasonably withhold or delay Owner's prior consent to sublettings by Tenant of all or parts of the Demised Premises to not more than four (4) subtenants. Each such subletting shall be for undivided occupancy by the subtenant (ie. with no further right on the part of such subtenant to further sublet space) of that part of the Demised Premises affected thereby, for the use permitted in this Lease, and at no time shall there be more than four (4) occupants, including Tenant in the Demised Premises. Without Owner's prior consent, Tenant shall not (a) negotiate or enter into a proposed subletting with any tenant, subtenant or occupant of any space in the Building or (b) publicly advertise the Demised Premises or any part thereof for subletting at a rental lower than the higher of (i) the Fixed Rent, then in effect, allocable to the space sought to be sublet or (ii) the rental at which the Owner is then offering to rent comparable space in the Building. At least thirty (30) days prior to any proposed subletting, Tenant shall submit to Owner a statement containing the name and address of the proposed subtenant and all of the principal terms and conditions of the proposed subletting including, but not limited to, the proposed commencement and expiration dates of the term thereof. Unless the proposed sublet area shall constitute an entire floor or floors, such statement shall be accompanied by a floor plan delineating the proposed sublet area. Owner may, however, withhold such consent if, in Owner's reasonable judgment, the occupancy of the proposed subtenant will tend to impair the character or dignity of the Building or impose any additional material burden upon Owner in the operation of the Building or if the owner shall have any other reasonable objections to the proposed subletting. In the event of any dispute between Owner and Tenant as to the reasonableness of Owner's failure or refusal to consent to any subletting, such dispute shall be submitted to arbitration, in accordance with the provisions of Article 36. Notwithstanding the foregoing provisions of this Section, (I) in the event Tenant proposes to sublet all or substantially all of the Demised Premises whether or not such subletting is for all or substantially all of the remainder of the Demised Term, Owner at Owners option, may give to Tenant, within thirty (30) days after the submission by Tenant to Owner of the statement required to be submitted in connection with subletting, a notice 17

terminating this Lease on the date (referred to as the "Earlier Termination Date") immediately prior to the proposed commencement date of the term of the proposed subletting, as set forth in such statement, and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire on the Earlier Termination Date with the same effect as if it were the Expiration Date, the Fixed Rent shall be apportioned as of said Earlier Termination Date and any prepaid portion of Fixed Rent for any period after such date shall be refunded by Owner to Tenant; or (2) in the event Tenant proposes to sublet all or any portion of the Demised Premises, Owner, at Owner's option, may give to Tenant, within thirty (30) days after the submission by Tenant to Owner, of the statement required to be submitted in connection with such proposed subletting affecting one half (1/2) or more than one half (1/2) of the Demised Premises or within twenty (20) days after the submission by Tenant to Owner of the statement required to be submitted in connection with such proposed subletting affecting less than one half (1/2) of the Demised premises, notice electing to eliminate such portion of the Demised Premises (said portion is referred to as the "Eliminated Space") from the Demised Premises during the period (referred to as the "Elimination Periods) commencing on the date (referred to as the "Elimination Date") immediately prior to the proposed commencement date of the term of the proposed subletting, as set forth in such statement, and ending on the proposed expiration date of the term of the proposed subletting, as set forth in such statement, and in the event such notice is given (i) the Eliminated Space shall be eliminated from the Demised Premises during the Elimination Period; (ii) Tenant shall surrender the Eliminated Space to Owner on or prior to the Elimination Date in the same manner as if said Date were the Expiration Date; (iii) if the Eliminated Space shall constitute less than an entire floor, (a) Owner, at Owner's expense, shall have the right to make any alterations and installations in the Demised Premises required, in Owner's judgement, reasonably exercised, to make the Eliminated Space a self-contained rental unit with access through corridors to the elevators and core toilets serving the Eliminated Space, and if the Demised Premises shall contain any core toilets or any corridors (including any corridors proposed to be constructed by Owner pursuant to this subdivision [iii]), providing access from the Eliminated Space to the core area, (b) Owner and any tenant or other occupant of the Eliminated Space shall have the right to use such toilets and corridors in common with Tenant and any other permitted occupants of the Demised Premises, and the right to install signs and directional indicators in or about such corridors indicating 18

the name and location of such tenant or other occupant; (iv) during the Elimination Period, the Fixed Rent and Tenant's Proportionate Share (as defined in Article 23), shall each be reduced in the proportion which the area of the Eliminated Space bears to the total area of the Demised Premises immediately prior to the Elimination Date (including an equitable portion of the area of any corridors referred to in subdivision (iii) of this sentence as part of the area of the Eliminated Space for the purpose of computing such reduction), and in the event that the Eliminated Space shall be the entire Demised Premises, during the Elimination Period, Tenant shall have no rights with respect to the Demised Premises nor any obligations with respect to the Demised Premises, including, but not limited to, any obligations to pay Fixed Rent or any increases therein or any additional rent, and any prepaid portion of Fixed Rent for any period after the Elimination Date allocable to the Eliminated Space shall be refunded by Owner to Tenant; (v) there shall be an equitable apportionment of any increase in the Fixed Rent pursuant to Article 23 for the Escalation Year and Tax Escalation Year (as defined in Article 23) in which said Elimination Date shall occur, (vi) if the Elimination Period shall end prior to the Expiration Date, the Eliminated Space, in its then existing condition (provided such condition shall enable the Eliminated Space to be used reasonably for general office purposes), shall be deemed restored to and once again a part of the Demised Premises during the period (referred to as the "Restoration Period") commencing on the date next following the expiration of the Elimination Period and ending on the Expiration Date, (vii) during the Restoration Period, if any, the Fixed Rent and Tenant's Proportionate Share, shall each be increased in the proportion which the area of the Eliminated Space bears to the total area of the Demised Premises immediately prior to the commencement of the Restoration Period (including an equitable portion of the area of any corridors referred to in subdivision (iii) of this sentence as a part of the area of the Eliminated Space for the purpose of computing such increase) and in the event that the Eliminated Space shall be the entire Demised Premises, during the Restoration Period, the Demised Premises, in its then existing condition (provided such condition shall enable the Eliminated Space to be used reasonably for general office purposes), shall be deemed restored to Tenant and Tenant shall have all rights with respect to the Demised Premises which are set forth in this Lease and all obligations with respect to the Demised Premises which are set forth in this Lease, including, but not limited to, the obligations for the payment of Fixed Rent and any increases therein and any additional rent (as 19

they would have been adjusted if Tenant occupied the Demised Premises during the Elimination Period); and (viii) there shall be an equitable apportionment of any increase in the Fixed Rent pursuant to Article 23 for the Escalation Year and Tax Escalation Year in which the Restoration Period, if any, shall commence; however, notwithstanding the foregoing, Owner and Tenant acknowledge the possibility that all or any of the tenants or occupants of the Eliminated Space may not have vacated and surrendered all or any portions of the Eliminated Space to Owner by the commencement of the Restoration Period; accordingly, notwithstanding anything to the contrary contained in the foregoing provisions of this Section (x) the Restoration Period applicable to the Eliminated Space shall commence on the commencement of the Restoration Period with expect to those portions, if any, of the Eliminated Space which are vacant on the commencement of the Restoration Period and with respect to those portions, if any, of the Eliminated Space which are not vacant on the commencement of the Restoration Period on the respective later date or dates upon which such portions of the Eliminated Space become vacant and Owner gives notice to Tenant of such vacancy and the Expiration Date shall not be affected thereby, the increases in the Fixed Rent and Tenant's Proportionate Share shall be equitably adjusted to reflect the fact that all or any portions of the Eliminated Space have not been restored to Tenant on the commencement of the Restoration Period but are restored to Tenant and included back in the Demised Premises on a date or dates after the commencement of the Restoration Period and (y) except as set forth in this sentence, neither the validity of this Lease nor the obligations of Tenant under this Lease shall be affected thereby and (z) Tenant waives any right to rescind this Lease and to recover any damages which may result from the failure of Owner to deliver possession of all or any portion of the Estimated Space on the commencement of the Restoration Period. At the request of Owner, Tenant shall execute and deliver an instrument or instruments in form satisfactory to Owner, setting forth any modifications to this Lease contemplated in or resulting from the operation of the foregoing provisions of this Section; however, neither Owner's failure to request any such instrument nor Tenant's failure to execute or deliver any such instrument shall vitiate the effect of the foregoing provisions of this Section. The failure by Owner to exercise any option under this Section with respect to any subletting shall not be deemed a waiver of such option with respect to any extension of such subletting or any subsequent subletting of the premises affected thereby or any other portion of the Demised Premises. Owner and Tenant agree that (xx) any increase in the rental value of the 20

Demised Premises over and above the fixed Rent payable pursuant to the provisions of this Lease, as such Fixed Rent may be increased from time to time pursuant to the provisions of this Lease, and (yy) any consideration paid to Tenant or any subtenant or other person claiming through or under Tenant in connection with an assignment of the Tenant's interest in this Lease or the interest of any subtenant or other person claiming through or under Tenant under any sublease whether or not such assignment shall be effected with court approval in a proceeding of the types described in subsection 16.01 (c) or (d), or in any similar proceeding, or otherwise, shall accrue to the benefit of Owner and not to the benefit of Tenant, or of any subtenant or other person claiming through or under Tenant, or of the creditors of Tenant or of any such subtenant or other person claiming through or under Tenant Accordingly, it is agreed that if Owner shall fail to exercise its option to sooner terminate this Lease in connection with any proposed subletting by Tenant of all or substantially all of the Demised Premises, or its option to eliminate the Demised Premises or to eliminate from the Demised Premises any portion thereof in connection with any proposed subletting by Tenant of the entire Demised Premises or any portion thereof, or if any subtenant or other person claiming through or under Tenant shall sublet all or any portion of the Demised Premises, Tenant shall pay to Owner a sum equal to any Subletting Profit, as such term is hereinafter defined. All rentals and other sums payable by any subtenant to Tenant or to any subtenant or other person claiming through or under Tenant in connection with (i) any subletting of the entire Demised Premises in excess of the Fixed Rent then payable by Tenant to Owner under this Lease, or (ii) any subletting of a portion of the Demised Premises in excess of that proportion of the fixed Rent payable by Tenant to Owner under this Lease which the area of the portion of the Demised Premises so Sublet bears to the total area of the Demised Premises, are referred to, in the aggregate as "Subletting Profit"; in computing any Subletting Profit there shall be deducted first brokerage commission, reasonable legal and other professional fees and Alteration costs (which Alteration costs shall not exceed an amount equal to Twenty Five ($25.00) Dollars per rentable sq. ft. of the sublet space in question), reasonable advertising fees and reasonable rent concession periods (not to exceed three [3] months for any subletting) any such commissions, legal and other professional fees, Alteration costs, advertising fees and rent concessions shall be paid or granted by tenant or any such subtenant or other person claiming through or under Tenant in connection with such subletting owner and Tenant such that if Tenant, or any 21

subtenant or other person claiming through or under Tenant, shall assign or have assigned its interest as Tenant under this Lease or its interest as subtenant under any sublease as the case may be, whether or not such assignment shall be effected with court approval in a projecting of the types described in subsections 16.01 (c) or (d), or in any similar proceeding, or otherwise Tenant shall pay to Owner a sum equal to any consideration paid to Tenant or any subtenant or other person claiming through or under Tenant for such assignment. All sums payable hereunder by Tenant shall be paid to Owner as additional rent immediately upon such sums being paid (after the permitted deductions from Subletting Profits referred to in the preceding provisions of this section have first been recouped) to Tenant or to any subtenant or other person claiming through or under Tenant and, if requested by Owner, Tenant shall promptly enter into a written agreement with Owner setting forth the amount of such sums to be paid to Owner, however, neither Owner's failure to request the execution of such agreement nor Tenant's failure to execute such agreement shall vitiate the provisions of this Section. For the purposes of this Section, a trustee, receiver or other representative of the Tenant's or any subtenant's estate under any federal or state bankruptcy act shall be deemed a person claiming through or under Tenant. Neither Owner's consent to any subletting nor anything contained in this Section shall be deemed to grant to any subtenant or other person claiming through or under Tenant the right to sublet all or any portion of the Demised Premises or to permit the occupancy of all or any portion of the Demised Premises by others. Neither any subtenant referred to in this Section nor its heirs, distributes executors, administrators, legal representatives, successors nor assigns without the prior consent of Owner in each instance, shall (i) assign, whether by merger, consolidation or otherwise, mortgage or encumber its interest in any sublease, in whole or in part, or (ii) sublet, or permit the subletting of, that part of the Demised Premises affected by such subletting or any part thereof, or (ii) permit such part of the Demised Premises affected by such subletting or any part thereof to be occupied or used for desk space, mailing privileges or otherwise, by any person other than such subtenant and any sublease shall provide that any violation of the foregoing provisions of this sentence shall be an event of default thereunder. The sale, pledge, transfer or other alienation of (a) the issued and outstanding capital stock of any corporate subtenant (unless such stock is publicly traded on any recognized security exchange or over-the-counter market) or (b) any interest in any partnership or joint venture subtenant, however accomplished, and whether in a single 22

transaction or in a series of related or unrelated transactions, shall be deemed for the purposes of this Section as an assignment of such sublease which shall require the prior consent of Owner in each instance and any sublease shall so provide. Section 11.04. In the event that, at any time after Tenant may have assigned Tenant's interest in this Lease, this Lease shall be disaffirmed or rejected in any proceeding of the types described in subsections 16.01 (c) and (d), or in any similar proceeding, or in the event of termination of this Lease by reason of any such proceeding or by reason of lapse of time following notice of termination given pursuant to Section 16.01 based upon any of the Events of Default set forth in said subsections, Tenant, upon request of Owner given within thirty (30) days next following any such disaffirmance, rejection or termination (and actual notice thereof to Owner in the event of a disaimance or rejection or in the event of termination other than by act of Owner), shall (i) pay to Owner all Fixed Rents additional rent and other charges due and owing by the assignee to Owner under this Lease to and including the date of such disaffirmance, rejection or termination, and (ii) as "tenant", enter into a new lease with Owner of the Demised Premises for a term commencing on the effective date of such disaffirmance, rejection or termination and ending on the Expiration Date unless sooner terminated as in such lease provided, at the same Fixed Rent and then executory terrns, covenants and conditions as are contained in this Lease, except that (a) Tenant's rights under the new lease shad be subject to the pouessory rights of the assignee under this lease and the posseuory right of any person claiming through or under such assignee or by virtue of any statute or of any order of any court, and (b) such new lease shall require all defaults existing under this Lease to be cured by Tenant with due diligence, and (c) such new lease shall require Tenant to pay all increases in the Fixed Rent reserved in this Lease which, had this lease not been so disaffirmed, rejected or terminated, would have accrued under the provisions of Article 23 of this lease after the date of such disaffirmance, rejection or termination with respect to any period prior thereto. in the event Tenant shall default in its obligation to enter into said new lease for a period of ten (10) days next following Owner's request therefor, then, in addition to all other rights and remedies by reason of such default, either at law or in equity, Owner shall have the same rights and remedies against Tenant as if Tenant had entered into such new lease and such new lease had thereafter been terminated as at the commencement date thereof by reason of Tenant's default thereunder. Nothing 23

contained in this Section shall be deemed to grant to Tenant any right to assign Tenant's interest in this Lease. (See Article 42) ARTICLE 12 OWNER'S INITIAL CONSTRUCTION Section 12.01. Owner agrees to perform work and make installations in the Demised Premises as set forth in Schedule A. Such work: and installation (including, without limitation, all work shown on Tenant's Plan which as been approved by Owner in accordance with the provisions of Schedule A) are referred to as "Owner's Initial Construction". All of the terms, covenants and conditions of Schedule A are incorporated in this lease by reference and shall be deemed a part of this Lease as though fully set forth in the body of this Lease. ARTICLE 13 ACCESS TO DEMISED PREMISES Section l3.01. Owner and its agents shall have the following rights in and about the Demised Premises: (i) to enter the Demised Premises at all times to examine the Demised Premises or for any of the purposes set forth in this Article or for the purpose of performing any obligation of Owner under this Lease or exercising any right or remedy reserved to Owner in this Lease, and if Tenant, its officers, partners, agents or employees shall not be personally present or shall not open and permit an entry into the Demised Premises at any time when such entry shad be necessary or permissible, to use a master key or to forcibly enter the Demised Premises; (ii) to erect, instate use and maintain pipes, ducts and conduits in and through the Demised Premises; (iii) to exhibit the Demised Premises to others; (iv) to make such decorations, repairs, alterations, improvements or additions, or to perform such maintenance, including, but not limited to, the maintenance of all heating, air conditioning, elevator, plumbing, electrical and other mechanical facilities, as Owner may deem necessary or desirable; (v) to take all materials into and upon the Demised Premises that may be required in connection with any such decorations, repairs, alterations, improvements, additions or maintenance; and (vi) to alter, renovate and decorate the Demised Premises at any time during the Demised Term if Tenant shall have removed all or substantially all of Tenant's property from the Demised Premises. The lessors under any ground or underlying lease and the holders of any mortgages affecting any such ground or underlying leases or the Building or the Real Property 24

shall have the right to enter the Demised Premises from time to time through their respective employees, agents, representatives and architects to inspect the same or to cure any default of Owner or Tenant relating thereto. Owner shall have the right, from time to time, to change the name, number or designation by which the Building is commonly known which right shall include, without limitation the right to name the Building after any Tenant. Tenant acknowledges that Owner has advised Tenant that Owner presently intends to name the Building the "D'arcy Masius Benton & Bowles" or "DMB & B" Building. Section 13.02. All parts (except surfaces facing the interior of the Demised Premises) of all walls, windows and doors bounding the Demised Premises (including exterior Building walls, core corridor walls, doors and entrances), all balconies, terraces and roofs adjacent to the Demised Premises, all space in or adjacent to the Demised Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air conditioning, plumbing, electrical, telecommunication and other mechanical facilities, closets, service closets and other Building facilities, and the use thereof, as well as access thereto through the Demised Premises for the purposes of operation, maintenance, alteration and repair, are hereby reserved to Owner. Owner also reserves the right at any time to change the arrangement or location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets and other public parts of the Building, provided any such change does not permanently ant unseasonably obstruct Tenant's access to the Demised Premises. Nothing contained in this Article shall impose any obligation upon Owner with respect to the operation, maintenance, alteration or repair of the Demised Premises or the Building. Section 13.03. Owner and its agents shall have the right to permit access to the Demised Premises, whether or not Tenant shall be present, to any receiver, trustee, assignee for the benefit of creditors, sheriff, marshal or court officer entitled to, or reasonably purporting to be entitled to, such access for the purpose of talking possession of, or removing, any property of Tenant or any other occupant of the Demised Premises, or for any other lawful purpose, or by any representative of the fire, police, building, sanitation or other department of the City, State or Federal Governments. Neither anything contained in this Section, nor any action taken by Owner under this Section, shall be deemed to constitute recognition by Owner that any person other than Tenant has any right or interest in this Lease or the Demised Premises. 25

Section 13.04. The exercise by Owner or its agents or by the lessor under any ground or underlying lease or the holder of any mortgage affecting the Building or the Real Property of any right reserved in this Article shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner, or its agents, or upon any lessor under any ground or underlying lease or upon the holder of any such mortgage, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. (See Article 43) ARTICLE 14 VAULT SPACE Section 14.01. The Demised Premises do not contain any vaults, vault space or other space outside the boundaries of the Real Property, notwithstanding anything contained in this Lease or indicated on any sketch, blueprint or plan. Owner makes no representation as to the location of the boundaries of the Real Property. All vaults and vault space and all other space outside the boundaries of the Real Property which Tenant may be permitted to use or occupy are to be used or occupied under a revocable license, and if any such license shall be revolted, or if the amount of such space shall be diminished or required by any Federal, State or Municipal Authority or by any public utility company, such revocation, diminution or requisition shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner. Any fee, tax or charge imposed by any governmental authority for any such vault, vault space when Tenant uses such vault, vault space or other space shall be paid by Tenant. ARTICLE 15 CERTIFICATE OF OCCUPANCY Section 15.01. Tenant will not at any time use or occupy, or permit the use or occupancy of, the Demised Premises in violation of any Certificate(s) of Occupancy covering the Demised Premises. Owner agrees that a temporary or permanent Certificate(s) of Occupancy covering the Demised Premises will be in force on the Commencement Date permitting the Demised Premises to be used as "offices". However, neither such agreement, nor any other provision of this Lease, nor any act or omission of Owner, its agents or contractors, shall be deemed to constitute a representation or warranty 26

that the Demised Premises or any part thereof, may be lawfully used or occupied for any particular purpose or in any particular manner, in contradistinction to mere "office" use. ARTICLE 16 DEFAULT Section 16.01. Upon the occurrence, at any time prior to or during the Demised Term, of any one or more of the following events (referred to as "Events of Default"): (a) if Tenant shall default in the payment when due of any installment of Fixed Rent or any increase in the Fixed Rent or in the payment when due of any additional rent, and such default shall continue for a period of seven (7) days after notice by Owner to Tenant of such default; or (b) if Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant's part to be observed or performed (other than the covenants for the payment of Fixed Rent, any increase in the Fixed Rent and additional rent) and Tenant shall fail to remedy such default within ten (10) days after notice by Owner to Tenant of such default, or if such default is of such a nature that it cannot be completely remedied within said period of ten (10) days and Tenant shall not commence, promptly after receipt of such notice or shall not thereafter diligently prosecute to completion, all steps necessary to remedy such default; or (c) if Tenant shall file a voluntary petition in bankruptcy or insolvency, or shall be adjudicated a bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall make an assignment for the benefit of creditors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any part of Tenant's property; or (d) if, within ninety (90) days after the commencement of any proceeding against Tenant, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future 27

applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment of any trustee, 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 Demised Premises shall be taken or occupied or attempted to be taken or occupied; or (e) if Tenant shall default in the observance or performance of any term, covenant or condition on Tenant's part to be observed or performed under any other lease with Owner of space in the Building and such default shall continue beyond any grace period set forth in such other lease for the remedying of such default; or (f) if the Demised Premises shall become vacant for more than one hundred eighty (180) consecutive days, deserted or abandoned; or (g) if Tenant's interest in this Lease shall devolve upon or pass to any person, whether by operation of law or otherwise, except as expressly permitted under Article 11, then, upon the occurrence, at any time prior to or during the Demised Term, of any one or more such Events of Default, Owner, at any time thereafter, at Owner's option, may give to Tenant a five (5) days' notice of termination of this Lease and, in the event such notice is given, this Lease and the Demised Term shall come to an end and expire (whether or not said term shall have commenced) upon the expiration of said five (5) days with the same effect as if the date of expiration of said five (5) days were the Expiration Date, but Tenant shall remain liable for damages and all other sums payable pursuant to the provisions of Article 18. Section 16.02. If, at any time (i) Tenant shall be comprised of two (2) or more persons, or (ii) Tenant's obligations under this Lease shall have been guaranteed by any person other than Tenant, or (iii) Tenant's interest in this Lease shall have been assigned, the word "Tenant" as used in subsections (c) and (d) of Section 16.01, shall be deemed to mean any one or more of the persons primarily or secondarily liable for Tenant's obligations under this Lease. Any monies received by Owner from or on behalf of Tenant during the pendency of any proceeding of the types referred to in mid subsections (c) and (d) shall be deemed paid as compensation for the use and occupation of the Demised Premises and the acceptance of any such compensation by 28

Owner shall not be deemed an acceptance of rent or a waiver on the part of Owner of any rights under Section 16.01. ARTICLE 17 REMEDIES Section 17.01. If Tenant shall default in the payment when due of any installment of Fixed Rent or in the payment when due of any increase in the Fixed Rent or any additional rent and such default shall continue for a period of seven (7) days after notice by Owner to Tenant of such default, or if this Lease and the Demised Term shall expire and come to an end as provided in Article 16: (a) Owner and its agents and servants may immediately, or at any time after such default or after the date upon which this Lease and the Demised Term shall expire and come to an end, reenter the Demised Premises or any part thereof, without notice, either by summary proceedings or by any other applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefor), and may repossess the Demised Premises and dispossess Tenant and any other persons from the Demised Premises and remove any and all of their property and effects from the Demised Premises; and (b) Owner, at Owner's option, may relet the whole or any part or parts of the Demised Premises, from time to time, either in the name of Owner or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Owner, in its sole discretion, may determine. Owner shall have no obligation to relet the Demised Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Demised Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise to affect any such liability; Owner, at Owner's option, may make such repairs replacements, alterations, additions, improvements, decorations and other physical changes in and to the Demised Premises as Owner, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability. 29

Section 17.02. Tenant hereby waives the service of any notice of intention to re-enter or to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Demised Premises, or to re-enter or repossess the Demised Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Owners or (iii) any expiration or termination of this Lease and the Demised Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words "re-enter", "re-entry" and "re-entered" as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event of a breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this Lease on Tenant's part to be observed or performed, Owner shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The right to invoice the remedies hereinbefore set forth is cumulative and shall not preclude Owner from invoking any other remedy allowed by law or in equity. ARTICLE 18 DAMAGE Section 18.01. If this Lease and the Demised Term shall expire and come to an end as provided in Article 16, or by or under any summary proceeding or any other action or proceeding, or if Owner shall re-enter the Demised Premises as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, then, in any of said events: (a) Tenant shall pay to Owner all Fixed Rent, additional rent and other changes payable under this Lease by Tenant to Owner to the date upon which this Lease and the Demised Term shall have expired and come to an end or to the date of reentry upon the Demised Premises by Owner, as the case may be; and (b) Tenant shall also be liable for and shall pay to 30

Owner, as damages, any deficiency (referred to as "Deficiency") between the Fixed Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Demised Term and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 17.01 for any part of such period (first deducting from the rents collected under any such reletting all of Owner's expenses in connection with the termination of this Lease or Owner's reentry upon the Demised Premises and with such reletting including, but not limited to, all repossession costs, brokerage commissions, legal expenses, attorney's fees, alteration costs and other expenses of preparing the Demised Premises for such reletting). Any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of Fixed Rent, Owner shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Owner's right to collect the Deficiency for any subsequent month by a similar proceeding Solely for the purposes of this subsection (b), the term "Fixed Rent" shall mean the Fixed Rent in effect immediately prior to the date upon which this Lease and the Demised Term shall have expired and come to an end, or the date of re-entry upon the Demised Premises by Owner, as the case may be, adjusted, from time to time, to reflect any increases which would have been payable pursuant to any of the provisions of this Lease including, but not limited to, the provisions of Article 23 of this Lease if the term hereof had not been terminated; and (c) At any time after the Demised Term shall have expired and come to an end or Owner shall have re-entered upon the Demised Premises, as the case may be, whether or not Owner shall have collected any monthly Deficiencies as aforesaid, Owner shall be entitled to recover from Tenant, and Tenant shall pay to Owner, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Fixed Rent reserved in this Lease for the period which otherwise would have constituted the unexpired portion of the Demised Term exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present worth at the rate of eight (8%) per cent per annum. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Demised Premises, or any part thereof, shall have been relet by Owner for the period which otherwise would have constituted the unexpired portion of the Demised Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair 31

and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting. Solely for the purposes of this subsection (c), the term "Fixed Rent" shall mean the Fixed Rent in effect immediately prior to the date upon which this Lease and the Demised Term shall have expired and come to an end, or the date of re-entry upon the Demised Premises by Owner, as the case may be, adjusted to reflect any increases pursuant to the provisions of Article 23 for the Escalation Year and Tax Escalation Year immediately preceding such event. Section 18.02. If the Demised Premises, or any part thereof, shall be relet together with other space in the Building, the rents collected or reserved under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Article 18. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Fixed Rent reserved in this Lease. Nothing contained in Articles 16, 17 or this Article shall be deemed to limit or preclude the recovery by Owner from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Owner may be entitled in addition to the damages set forth in Section 18 01. ARTICLE 19 FEES AND EXPENSES; INDEMNITY Section 19.01. If Tenant shall default in the observance or performance of any term, covenant or condition of this Lease on Tenant's part to be observed or performed, Owner, at any time thereafter and without notice in cases of emergency and after the expiration of applicable grace periods in all other cases, may remedy such default for Tenant's account and at Tenant's expense, without thereby waiving any other rights or remedies of Owner with respect to such default. Section 19.02. Tenant agrees to indemnify and save Owner and Owner's agents harmless of and from all loss, cost, liability, damage and expense including, but not limited to, reasonable counsel fees, penalties and fines incurred in connection with or arising from (i) any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed, or (ii) the breach or failure of any representation or warranty made by Tenant in this Lease, or (iii) the use or occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person claiming 32

through or under Tenant, or (iv) any acts, omissions or negligence of Tenant or any such person, or the contraction, agents, servants, employees, visitors or licensees of Tenant or any such person, in or about the Demised Premises or the Building either prior to, during, or after the expiration of, the Demised Term, including, but not limited to, any acts, omissions or negligence in the making or performing of any Alterations. Tenant further agrees to indemnify and save harmless Owner, Owner's agents, and the lessor or lessors under all ground or underlying leases, of and from all loss, cost, liability, damage and expense, including, but not limited to, knowable counsel fees, incurred in connection with or arising from any claims by any persons by reason of injury to persons or damage to property occasioned by any use, occupancy, act, omission or negligence referred to in the preceding sentence. If any action or proceeding shall be brought against Owner or Owner's agents, or the lessor or lessors under any ground or underlying lease, based upon any such claim and if Tenant, upon notice from Owner, shall cause such action or proceeding to be defended at Tenant's expense by counsel acting for Tenant's insurance carriers in connection with such defense or by other counsel reasonably satisfactory to Owner, without any disclaimer of liability by Tenant or such insurance carriers in connection with such claim, Tenant shall not be required to indemnify Owner, Owner's agents, or any such lessor for counsel fees in connection with such action or proceeding. Tenant shall maintain comprehensive public liability and water legal liability insurance against any claims by reason of personal injury, death and property damage occurring in or about the Demised Premises covering, without limitation, the operation of any private air conditioning equipment and any private elevators, escalators or conveyors in or serving the Demised Premises or any part thereof, whether installed by Owner, Tenant or others, and shall furnish to Owner duplicate original policies or certificates of such insurance at least ten (10) days prior to the Commencement Date and at least ten (10) days prior to the expiration of the term of any such policy previously furnished by Tenant, in which policies Owner, its agents and any lessor under any ground or underlying lease shall be named as additional insured, which policies shall be issued by companies, and shall be in form and amounts reasonably satisfactory to Owner. Section 19.03. Tenant shall pay to Owner, within five (5) days next following rendition by Owner to Tenant of bills or statements therefor (i) sums equal to all reasonable expenditures made and monetary obligations incurred by Owner including, but not limited to, expenditures made and 33

obligations incurred for reasonable counsel fees, in connection with the remedying by Owner, for Tenant's account pursuant to the provisions of Section 19.01, of any default of Tenant, and (ii) sums equal to all losses, costs, liabilities, damages and expenses referred to in Section 19.02, and (iii) sums equal to all/expenditures made and monetary obligations incurred by Owner including, but not limited to, expenditures made and obligations incurred for reasonable counsel fees, in collecting or attempting to collect the Fixed Rent, any additional rent or any other sum of money accruing under this Lease or in enforcing or attempting to enforce any rights of Owner under this Lease or pursuant to law, whether by the institution and prosecution of summary proceedings or otherwise provided, however, Tenant shall not be required to reimburse Owner for the counsel fees referred to in this subdivision (iii) unless with respect to any such proceeding Owner shall prevail therein; and (iv) all other sums of money (other than Fixed Rent) accruing from Tenant to Owner under the provisions of this Lease. Any sum of money (other than Fixed Rent) accruing from Tenant to Owner pursuant to any provision of this Lease including, but not limited to, the provisions of Schedule A, whether prior to or after the Commencement Date, may, at Owner's option, be deemed additional rent, and Owner shall have the same remedies for Tenant's failure to pay any item of additional rent when due as for Tenant's failure to pay any installment of Fixed Rent when due. Tenant's obligations under this Article shall survive the expiration or sooner termination of the Demised Term. Section 19.04. If Tenant shall fail to make payment of any installment of Fixed Rent, or any increase in the Fixed Rent, or any additional rent within ten (10) days after the date when such payment is due, Tenant shall pay to Owner, in addition to such installment of Fixed Rent or such increase in the Fixed Rent or such additional rent, as the case may be, as a late charge and as additional rent, a sum equal to three (3%) percent per annum above the then current prime rate charged by Citibank (N.A.) or its successor of the amount unpaid computed from the date such payment was due to and including the date of payment. ARTICLE 20 ENTIRE AGREEMENT Section 20.01. This Lease contains the entire agreement between the parties and all prior negotiations and agreements are merged in this Lease. Neither Owner nor 34

Owner's agents have made any representations or warranties with respect to the Demised Premises, the Building, the Real Property or this Lease except as expressly set forth in this Lease and no rights, easements or licenses are or shall be acquired by Tenant by implication or otherwise unless expressly set forth in this Lease. This Lease may not be changed, modified or discharged, in whole or in part, orally and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this Lease or any obligations under this Lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought. All references in this Lease to the consent or approval of Owner shall be teemed to mean the written consent of Owner, or the written approval of Owner, as the case may be, and no consent or approval of Owner shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Owner. ARTICLE 21 END OF TERM Section 21.01. On the date upon which the Demised Term shall expire and come to an end, whether pursuant to any of the provisions of this Lease or by operation of law, and whether on or prior to the Expiration Date, Tenant, at Tenant's sole cost and expense, (i) shall quit and surrender the Demised Premises to Owner, broom clean and in good order and condition, ordinary wear excepted, and (ii) shall remove all of Tenant's Personal Property and all other property and effects of Tenant and all persons claiming through or under Tenant from the Demised Premises and the Building, and (iii) shall repair all damage to the Demised Premises occasioned by such removal. Owner shall have the right to retain any property and effects which shall remain in the Demised Premises after the expiration or sooner termination of the Demised Term, and any net proceeds from the sale thereof, without waiving Owner's rights with respect to any default by Tenant under the foregoing provisions of this Section. Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights which Tenant or any such person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force, in connection with any holdover summary proceedings which Owner may institute to enforce the foregoing provisions of this Article. If said date upon which the Demised Term shall expire and come to an end shall fall on a Sunday or holiday, then Tenant's obligations under the first sentence of this Section shall be performed on or prior to the Saturday or 35

business day immediately preceding such Sunday or holiday. Tenant's obligations under this Section shall survive the expiration or sooner termination of the Demised Term. ARTICLE 22 QUIET ENJOYMENT Section 22.01. Owner covenants and agrees with Tenant that upon Tenant paying the Fixed Rent and additional rent reserved in this Lease and observing and performing all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Demised Premises during the Demised Term, subject, however, to the terms, covenants and conditions of this Lease including but not limited to, the provisions of Section 37.01, and subject to the ground and underlying leases and the mortgages referred to in Section 47.01. ARTICLE 23 TAX AND OPERATING PAYMENTS Section 23.01. In the determination of any increase in the fixed Rent under the provisions of this Article, Owner and Tenant agree as follows: A. The term "Tax Escalation Year" shall mean each fiscal year commencing July 1st and ending on the following June 30th which shall include any part of the Demised Term. B. The term "Escalation Year" shall mean each calendar year which shall include any part of the Demised Term. C. The term "Taxes" Shall be deemed to include all real estate taxes and assessments, special or otherwise, upon or with respect to the Real Property imposed by the City or County of New York or any other taxing authority. if, due to any change in the method of taxation, any franchise, income, profit, sales, rental, use and occupancy or other tax than be substituted for or leaned against Owner or any owner or lessee of the Building or the Real Property, in lieu of any real estate taxes or assessments upon or with respect to the Real Property, such tax shall be included in the term "Taxes" for the purposes of this Article. D. Owner has applied for a certificate of eligibility from the Department of Finance of the City of New York determining that Owner is eligible to apply for a deferral of tax payments for the Real Property pursuant to the 36

provisions of Chapter 56-A of the Administrative Code of the City of New York and the emulations promulgated pursuant to such Chapter. Any such tax deferral for the Real Property is referred to as "Tax Deferral" of such Tax Deferral is referred to as the "Tax Deferral Period". Owner agrees that Tenant shall not be required to (a) pay Taxes or charges which become due because of the willful neglect or fraud by Owner in connection with the program under which Owner shall receive the Tax Deferral or (b) otherwise relieve or indemnify Owner from any personal liability arising under Section 1319 of the Administrative Code of the City of New York, except where imposition of such Taxes, changes or liability is occasioned by actions of Tenant in violation of this Lease. Tenant agrees to report to Owner, as often as is necessary under such regulations, the number of workers engaged in employment in the Demised Premises the nature of each worker's employment and the residency of each worker and to provide access to the Demised Premises by employees and agents of the Department of Finance of the City of New York at all reasonable times at the request of Owner. Tenant represents to the Owner that, within the seven (7) years immediately preceding the date of this Lease, Tenant has not been adjudged by a court of competent jurisdiction to have been guilty of (x) an act, with respect to a building, which is made a crime under the provisions of Article 150 of the Penal Law of the State of New York or any similar law of another state, or (y) any act made a crime or violation by the provisions of Section 235 of the Real Property Law of the State of New York, nor is any charge for a violation of such laws presently pending against Tenant. Tenant further agrees to cooperate with Owner in compliance with such Chapter and regulations to aid Owner in obtaining and maintaining the Tax Deferral. Tenant shall not be required to pay any fees or charges or incur any expense or Obligation other than for providing reasonably required information in connection with Tenant's cooperation referred to in the foregoing sentence. E. The term "Tenant's Proportionate Share" shall mean three and 15/100 (3.15%) percent. F. The term "Owner's Tax Statement" shall mean a statement containing a computation of any increase in the Fixed Rent pursuant to the provisions of Section 23.02. G. The term "Owner's Operating Expense Statement" shall mean a statement containing a computation of any increase in the Fixed Rent pursuant to the provisions of Section 23.04. 37

H. The term "Operating Expenses" shall mean the aggregate cost and expense actually incurred and paid Owner in the operation, maintenance, management and security of the Real Property and any plazas, sidewalks and curbs adjacent thereto including, without limitation, the cost and expense of the following salaries, wages, medical, surgical and general welfare and other so-called "fringe" benefits (including group insurance and retirement benefits) for employees (including, but not limited to, employees who provide twenty-four (24) hour serviced seven (7) days per weeks throughout the year) of Owner or any contractor of Owner engaged in the cleaning, operation, maintenance or management of the Real Property or engaged for security purposes and/or for receiving or transmitting deliveries to and from the Building, and payroll taxes and workmen's compensation insurance premiums relating thereto, gas, steam (without giving effect to any repayment by the public utility supplying such steam to Owner on account of a prepayment made by Owner to such public utility for bringing steam service to the Real Property), water, sewer rental, electricity, utility taxes, rubbish removal, fire, casualty, liability, rent and other insurance carried by Owner, repairs, repainting, replacement, maintenance of grounds, Building supplies, uniforms and cleaning thereof, snow removal, window with independent contractors for any of the forgoing (including, but not limited to, elevator, air conditioning and fire alarm and communication equipment maintenance), management fees (whether or not paid to any person, firm or corporation having an interest in or under common ownership with Owner or any of the persons, firms or corporations comprising Owner, or to any firm or Corporation in which any partner of Owner has an interest), legal fees and disbursements and other expenses without limitation, legal fees and expenses incurred in connection with any application or proceeding brought for reduction of the assessed valuation of the Real Property or any part thereof, and legal fees for summary proceedings to dispossess tenants, and the enforcement of leases, auditing fees, all costs of compliance under the provisions of any present or future ground or underlying leases of the Real Property or any portion thereof other than the payment of rental and impositions thereunder and increases in the basic rent under such leases as a result of adjustments in such basic rent and any cost or expense specifically excluded from the definition of Operating Expenses as provided herein and all other costs and expenses actually incurred and paid in connection with the operation, maintenance, management and security of the Real Property, and any plazas, sidewalls and curbs adjacent thereto, but excluding, nevertheless, the cost and expense of the following (i) leasing commissions; 38

(ii) management fees in excess of generally prevailing rates in the Borough of Manhattan for buildings of like class and character in which the managing agent does not receive any leasing commissions; (iii) executives' salaries above the grade of building manager and superintendent; (iv) capital improvements and replacements which under generally accepted accounting principles and practice would be classified as capital expenditures, except the cost and expense of any improvement, alteration, replacement or installation made or performed after completion of the construction of the Building which is either (a) required by law or (b) results in savings or reductions in Operating Expenses (such improvements, alterations, replacements and installations are referred to as "Included Improvements"); the cost and expense of Included Improvements shall be included in Operating expenses for any Escalation Year to the extent of (x) the annual amortization or depreciation of the cost and expense to Owner of such Included Improvements, as amortized on a straight line basis over ten (l0) years, made during any such Escalation Year plus (y) an annual charge for interest upon the unamortized or undepreciated portions of such cost and expense at the average prime rate during the Escalation Year in question; provided, however, with respect to the Included Improvements under subdivision (b) above, the amount of such Included Improvements included in Operating Expenses for any such Escalation Year, plus such charge for interest for such Year allocable to such Included Improvement, shall not exceed the amount of such savings or reductions in Operating Expenses for such Escalation Year unless such savings or reductions in Operating Expenses for prior Escalation Years exceeded, in the aggregate, the amounts paid by Tenant to Owner with respect to such Included Improvements pursuant to said subsection (b) for such prior Escalation Years (any such excess is referred to as a 'Shortfall") in which event the amount of such Included Improvements included in Operating Expenses for such Escalation Year shall not exceed the total of the amount of such savings or reductions in Operating Expenses for such Escalation Year plus such Shortfall. any other item which under generally accepted accounting principles and practice would not be regarded as an operating, maintenance or management expense; (vi) any item for which Owner is compensated through proceeds of insurance/or Condemnation award (vii) any specific compensation which is charged to any tenant for services rendered to such tenant by Owner above and beyond those services generally rendered by Owner to tenants in the Building without specific compensation therefore; (viii) ground rent and any rent, additional rent or other charge under any ground lease, including, but not limited to, the Ground and Development Rights Lease; (ix) 39

debt service and other costs of financing or refinancing; (x) legal fees and disbursements in connection with disputes (including, without limitation, summary proceedings) with tenants of the Building unless such disputes relate to matters which affect Tenant s (or any other tenant s) use or occupancy, or enjoyment of, the Building, the Demised Premises or the space occupied by any such tenant and other legal fees and disbursements unless they are incurred in connection with the maintenance and security of the Real Property in accordance with generally accepted accounting principles (provided that in all events there shall always be included in Operating Expenses legal fees and expenses incurred in connection with any application or proceeding brought for reduction of the assessed valuation of the Real Property or any part thereof); (xi) advertising and promotion expenses; (xii) all costs of constructing any space in the Building for occupancy by a tenant or painting or repainting such space; (xiii) Taxes; (xiv) the cost of electric current or gas furnished to any tenanted space in the Building; (xv) auditing fees, other than those incurred in connection with the maintenance and operation of the Building and the preparation of statements required pursuant to this Lease and any other leases of space in the Building. 1. The term "Monthly Escalation Installment" shall mean a sum equal to one-twelfth (1/12) of the increase in the Fixed Rent payable pursuant to the provisions of subsection 23.04 A for the Escalation Year with respect to which Owner has most recently rendered an Owner's Operating Expense Statement, appropriately adjusted to reflect (i) in the event such Escalation Year is a partial calendar year, the increase in the Fixed Rent which would have been payable for such Escalation Year if it had been a full calendar year, and (ii) the amount by which current Operating Expenses as reasonably estimated by Owner exceed Operating Expenses as reflected in such Owner's Operating Expense Statement; and (iii) any net credit balance to which Tenant may be entitled pursuant to the provisions of subsection 23.05 C. J. The term "Monthly Escalation Installment Notice" shall mean a notice given by Owner to Tenant which sets forth the current Monthly Escalation installment; such Notice may be contained in a regular monthly rent bill, in an Owner's Operating Expense Statement or otherwise, and may be given from time to time, but not more than monthly, at Owner's election. Section 23.02. A. The Fixed Rent for each Tax Escalation Year shall be increased by a sum equal to Tenant's Proportionate Share of Taxes for such Tax Escalation Year. 40

B. Unless the Commencement Date shall occur on a July 1st, any increase in the Fixed Rent pursuant to the provisions of subsection A of this Section 23.02 for the Tax Escalation Year in which the Commencement Date shall occur shall be apportioned in that percentage which the number of days in the period from the Commencement Date to June 30th of such Tax Escalation Year, both inclusive, shall bear to the total number of days in such Tax Escalation Year. Unless the Demised Term shall expire on a June 30th, any income in the Fixed Rent pursuant to the provisions of said subsection A for the Tax Escalation Year in which the date of the expiration of the Demised Term shall occur shall be apportioned in that percentage which the number of days in the period from July 1st of such Tax Escalation Year to such date of expiration, both inclusive, shall bear to the total number of days in such Tax Escalation Year. Section 23.03. A. Owner shall render to Tenant, either in accordance with the provisions of Article 27 or by personal delivery at the Demised Premises, an Owners Tax Statement or Statements with respect to each Tax Escalation Year, either prior to or during such Tax Escalation Year./Owners failure to render an Owners Tax Statement with respect to any Tax Escalation Year shall not prejudice Owner's right to recover any sums due to Owner hereunder with respect to such Tax Escalation Year nor shall it deprive Tenant of any credit to which it otherwise might be entitled to for any Tax Escalation Year pursuant to the provisions of subsection C of this Section 23.03. Tenant acknowledges that under present law, Taxes are payable by Owner (i) with respect to a fiscal year commencing July 1st and ending on the following June 30th, and (ii) in two (2) installments, in advance, the first of which is payable on July 1st, and the second and final payment of which is payable on the following January 1st. Within ten (10) days next following rendition of the first Owner's Tax Statement which shows an increase in the Fixed Rent for any Tax Escalation Year, Tenant Shall pay to Owner one-half of the amount of the increase shown upon such Owner's Tax Statement for such Tax Escalation Year (including any apportionment pursuant to the provisions of subsection B of Section 23.02); and, subsequently, provided Owner shall have rendered to Tenant an Owner's Tax Statement, Tenant shall pay to Owner not later than thirty (30) days prior to the date on which the installment of Taxes is required to be paid by Owner a sum equal to one half (1/2) of Tenant's Proportionate Share of Taxes payable with respect to such Tax Expiation Year as shown on such Owner's Tax Statement, Tenant further acknowledges that it is the purpose and intent of this Section 23.03 to provide Owner with Tenant's Proportionate 41

Share of the increases in the Fixed Rent pursuant to the provisions of this subsection A thirty (30) days prior to the time such instrument of Taxes is required to be paid by Owner without penalty or interest. Accordingly, Tenant agrees if the number of such installments and/or the date of payment thereof and/or the fiscal year used for the purpose of Taxes shall change then (a) at the time that any such revised installment is payable by Owner, Tenant shall pay to Owner the amount which shall provide Owner with Tenant's Proportionate Share of the increase in the Fixed Rent pursuant to the provisions of Section 23.02A applicable to the revised installment of Taxes then required to be paid by Owner. and (b) this Article shall be appropriately adjusted to reflect such change and the time for payment to Owner of Tenant's Proportionate Share of any increase in Taxes as provided in this Article shall be appropriately revised so that Owner shall always be provided with Tenant's Proportionate Share of the increase in the Fixed Rent thirty (30) days prior to the installment of Taxes required to be paid by Owner. Notwithstanding the foregoing provisions of this subsection A to the contrary, in the event the holder of any mortgage affecting any ground or underlying lease, including, but not limited to, the Ground and Development Rights Lease, shall require Owner to make monthly deposits on account of real estate taxes, then this Article shall be appropriately adjusted to reflect the requirement that Owner make monthly deposits on account of real estate taxes so that Owner shall always be provided with one-twelfth (1/12th) of Tenant's Proportionate Share of such increase in the Fixed Rent with respect to any Tax Escalation Year thirty (30) days prior to the payment by Owner of such monthly deposits on account of real estate taxes. B. Tenant acknowledges that its obligations under the provisions of subsection 23.02.A. will be greater if Owner fails to obtain a Tax Deferral and agrees that Owner shall have no liability to Tenant nor shall Tenant be entitled to any abatement or diminution of rent if Owner fails to obtain a Tax Deferral. Tenant further acknowledges that its obligations under the provisions of subsection 23.02.A. shall increase during and at the expiration of the Tax Deferral Period as the law and regulations pursuant to which Owner may obtain a Tax Deferral provides for limited deferrals of tax payments for the first (1st) seven tax years following the issuance of a certificate of eligibility (100% for the first three years, 80% for the fourth year, 60% for the fifth year, 40% for the sixth year and 20% for the seventh year) and the payment by Owner of the total amount of tax payments deferred commencing in the eleventh tax year following the issuance of a certificate of 42

eligibility, through and including the twentieth tax year following such issuance, by adding an amount equal to 10% percent of the total amount of tax payments deferred to the amount of tax otherwise assessed and payable in each such tax year. C. If, as a result of any application or proceeding brought by or on behalf of Owner for reduction of the assessed valuation of the Real Property there shall be a decrease in Taxes for any Tax Escalation Year with respect to which Owner Shell have previously rendered an Owner's Tax Statement. the next monthly instalment or installments of Fixed Rent following such decrease shall include an adjustment of the Fixed Rent for such Tax Escalation Year reflecting a credit to Tenant equal to the amount by which (i) the Fixed Rent actually paid by Tenant with respect to such Tax Escalation Year (as increased pursuant to the operation of the provisions of subsection A of Section 23.02), shall exceed (ii) the Fixed Rent payable with respect to such Tax Escalation Year (as increased pursuant to the operation of the provisions of subsection A of Section 23.02) based upon such reduction of the assessed valuation. Section 23.04. A. The Fixed Rent for each Escalation Year shall be increased by a sum equal to Tenant's Proportionate Share of Operating Expenses for such Escalation Year. B. Unless the Commencement Date shall occur on a January 1st, any increase in the Fixed Rent pursuant to the provisions of subsection A of this Section 23.04 for the Escalation Year in which the Commencement Date shall occur shall be apportioned in that percentage which the number of days in the period from the Commencement Date to December 31st of such Escalation Year, both inclusive, shall bear to the total number of days in such Escalation Year. Unless the Demised Term shall expire on a December 31st, any increase in the Fixed Rent pursuant to the provisions of subsection A of this Section 23.04 for the Escalation Year in which the date of the expiration of the Demised Term shall occur shall be apportioned in that percentage which the number of days in the period from January 1st of such Escalation Year to such date of expiration, both inclusive, shall bear to the total number of days in such Escalation Year. C. In the determination of any income in the Fixed Rent pursuant to the foregoing provisions of this Section 23.04, if the Building shall not have been fully occupied during any Escalation Year, Operating Expenses for such Escalation Year shall be equitably adjusted (by including such 43

additional expenses as Owner would have incurred) to the extent, if any, required to reflect full occupancy. Section 23.05. A. Owner shall render to Tenant, either in accordance with the provisions of Article 27 or by personal delivery at the Demised Premises, an Owner's Operating Expense Statement with respect to each Escalation Year on or before the next succeeding October 1st. Owner's failure to render an Owner's Operating Expense Statement with respect to any Formation Year shall not prejudice Owner's right to recover any sums due to Owner hereunder with respect to such Escalation Year. B. Within thirty (30) days next following rendition of the first Owner's Operating Expense Statement which shows an increase in the Fixed Rent for any Escalation Year, Tenant shall pay to Owner the entire amount of such increase. In order to provide for current payments on account of future increases in the Fixed Rent payable by Tenant pursuant to the provisions of subsection 23.04 A, Tenant shall also pay to Owner at such time, provided Owner has given to Tenant a Monthly Escalation Installment Notice, a sum equal to the product of (i) the Monthly Escalation lnstallment set forth in such notice multiplied by (ii) the number of months or partial months which shall have elapsed between January 1st of the Escalation Year in which such payment is made and the date of such payment less any amounts theretofore paid by Tenant to Owner on account of increases in the Fixed Rent for such Escalation Year pursuant to the provisions of the penultimate sentence of this Section 23.05 B; thereafter Tenant shall make payment of a Monthly Escalation installment throughout each month of the Demised Term. Monthly Formation installments shall be added to and payable as part of each monthly installment of Fixed Rent. Notwithstanding anything to the contrary contained in the foregoing provisions of this Article, prior to the rendition of the first Owner's Operating Expense Statement which shows an increase in the fixed Rent for any Escalation Year, Owner may render to Tenant a pro-forma Owner's Operating Expense Statement containing a bona fide estimate of the increase in the Fixed Rent for the Escalation Year in which the Commencement Date shall occur. Following the rendition of such pro-forma Owner's Operating Expense Statement, Tenant shall pay to Owner a sum equal to one twelth (1/12) of the estimated increase in the Fixed Rent shown thereon for such Escalation Year multiplied by the number of months which may have elapsed between the Commencement Date and the month in which such payment is made and thereafter pay to Owner, on the first day of each month of the Demised Term (until the rendition by Owner of the first Owners Operating Expense 44

Statement) a sum equal to one-twelth (1/12) of the increase in the Fixed Rent shown on such pro-forma Owner's Operating Expense Statement. Any sums paid pursuant to the provisions of the immediately preceding sentence shall be credited against the sums required to be paid by Tenant to Owner pursuant to the Owner's Operating Expense Statement for the first Escalation Year for which there is an increase in the Fixed Rent pursuant to the provisions of subsection A. C. Following rendition of the first Owner's Operating Expense Statement and each subsequent Owner's Operating Expense Statement a reconciliation shall be made as follows: Tenant shall be debited with any increase in the Fixed Rent shown on such Owner's Operating Expense Statement and credited with the aggregate amount, if any, paid by Tenant in accordance with the provisions of subsection B of this Section on account of future increases in the Fixed Rent pursuant to subsection 23.04.A. which has not previously been credited against increases in the Fixed Rent shown on Owner Operating Expense Statements. Tenant shall pay any net debit balance to Owner within thirty (30) days next following rendition by Owner, either in accordance with the provisions of Article 27 or by personal delivery at the Demised Premises of an invoice for such net debit balance; any net credit balance shall be applied as an adjustment against the next accruing Monthly Escalation Installment. Section 24.02. No act or thing done by Owner or Owner's agents during the Demised Term shall constitute a valid acceptance of a surrender of the Demised Premises or any remaining portion of the Demised Term except a written instrument accepting such surrender, executed by Owner. No employee of Owner or of Owner's agents shall have any authority to accept the keys of the Demised Premises prior to the termination of this Lease and the Demised Term, and the delivery of such keys to any such employee shall not operate as a termination of this Lease or a surrender of the Demised Premises; however, if Tenant desires to have Owner sublet the Demised Premises for Tenant's account, Owner or Owner's agents are authorized to receive said keys for such purposes without releasing Tenant from any of its obligations under this Lease, and Tenant hereby relieves Owner of any liability for loss of, or damage to, any of Tenant's property or other effects in connection with such subletting. The failure of Owner to seek redress for breach or violation of, or to insist upon the strict performance of, any term, covenant or condition of this Lease on Tenant's part to be observed or performed, shall not prevent a subsequent act or omission which would have originally constituted a breach or violation of any such term, covenant 45

or condition from having all the force and effect of an original breach or violation. The receipt by Owner of rent with knowledge of the breach or violation by Tenant of any term, covenant or condition of this Lease on Tenant's part to be observed or performed shall not be deemed a waiver of such breach or violation. Owner's failure to enforce any Building Rule against Tenant or against any other tenant or occupant of the Building shall not be deemed a waiver of any such Building Rule. No provision of this Lease shall be deemed to have been waived by Owner unless such waiver shall be set forth in a written instrument executed by Owner. No payment by Tenant or receipt by Owner of a lesser amount than the aggregate of all Fixed Rent and additional rent then due under this Lease shall be deemed to be other than on account of the first accruing of all such items of Fixed Rent and additional rent then due, no endorsement or statement on any check and no letter accompanying any check or other rent payment in any such lesser amount and no acceptance of any such check or other such payment by Owner shall constitute an accord and satisfaction, and Owner may accept any such check or payment without prejudice to Owner's right to recover the balance of such rent or to pursue any other legal remedy. ARTICLE 25 MUTUAL WAIVER OF TRAIL BY JURY Section 25.01. Owner and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by Owner or Tenant against the other on any matter whatsoever arising out of or in any way connected with this lease, the relationship of landlord and tenant the use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, any claim of injury or damage, and any emergency or other statutory remedy, however, the foregoing waiver shall not apply to any action for personal injury or property damage. The provisions of the foregoing sentence shall survive the expiration or any sooner termination of the Demised Term. If Owner commences any summary proceeding for non-payment of rent. Tenant agrees not to interpose any noncompulsory counterclaim of whatever nature or description in any such proceeding. ARTICLE 26 INABILITY TO PERFORM Section 26.01. lf by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in 46

adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority, or any other cause beyond Owner's reasonable control, whether or not such other cause shall be similar in nature to those hereinbefore enumerated, Owner is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Owner under the provisions of Article 29 or any other Article of this Lease or any collateral instrument, or is unable to perform or makes or is delayed in performing or making any installations, decorations, repairs, alterations, additions or improvements, whether or not required to be performed or made under this Lease or under any collateral instruments or is unable to fulfill or is delayed in fulfilling any of Owner's other obligations under this Lease or any collateral instruments no such inability or delay shall constitute an actual or constructive eviction, in whole or in part or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease. or impose any liability upon Owner or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interrupts of Tenants's businesses, or otherwise. (See Article 45). ARTICLE 27 NOTICES Section 27.01. Except as otherwise expressly provided in this Lease, any bills, statements, notices, demands, requests or other communications given or required to be given under this Lease shall be effective only if rendered or given in writing, sent by registered or certified mail (return receipt requested optional), addressed (a) to Tenant addressed to Charles Persing (i) at Tenant's address set forth in this Lease if mailed prior to Tenant's taking possession of the Demised Premises, or (ii) at the Building if mailed subsequent to Tenant's taking possession of the Demised Premises, or (iii) at any place where Tenant or any agent or employee of Tenant may be found if mailed subsequent to Tenant's vacating, deserting, abandoning or surrendering the Demised Premise (b) to Owner at Owner's address set forth in this Lease, with a copy to Goldfarb & Fleece, 345 Park Avenue, New York, New York 10154 or (c) addressed to such other address as either Owner or Tenant may designate as its new address for such purpose by notice given to the other in accordance with the provisions of this Section. Any such bill, statement, notice, demand, request or other communication shall be deemed to have been rendered or given on the date when it shall have been mailed as provided in this Section. 47

ARTICLE 28 PARTNERSHIP TENANT Section 28.01 . If Tenant is a partnership (or is composed of two (2) or more persons, individually and as copartners of a partnership) or if Tenant's interest in this Lease shall be assigned to a partnership (or to two (2) or more persons, individually and as co-partners of a partnership) pursuant to Article II (any such partnership and such persons are referred to in this Section as "Partnership Tenant"), the following provisions of this Section shall apply to such Partnership Tenant: (i) the liability of each of the persons comprising Partnership Tenant shall be joint and several, individually and as a partner, and (ii) each of the persons comprising Partnership Tenant, whether or not such person shall be one of the persons comprising Tenant at the time in question, hereby consents in advance to, and agrees to be bound by, any written instrument which may hereafter be executed, changing, modifying or discharging this Lease, in whole or in part, or surrendering all or any part of the Demised Premises to Owner, and by any notices, demands, requests or other communications which may hereafter be given by Partnership Tenant or by any of the persons comprising Partnership Tenant, and (iii) any bills, statements, notices, demands, requests or other communications given or rendered to Partnership Tenant or to any of the persons comprising Partnership Tenant shall be deemed given or rendered to Partnership Tenant and to all such persons and shall be binding upon Partnership Tenant and all such persons, and (iv) if Partnership Tenant shall admit new partners, all of such new Partners shall, by their admission to Partnership Tenant, be deemed to have assumed performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, and shall be liable for such performance, together with all other parties jointly or severally, individually and as a partner, and (v) Partnership Tenant shall give prompt notice to Owner of the admission of any such new partners, and, upon demand of Owner, shall cause each such new partner to execute and deliver to Owner an agreements in form satisfactory to Owner, wherein each such new partner shall so assume performance of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed (but neither Owner's failure to request any such agreement nor the failure of any such new panther to execute or deliver any such agreement to Owner shall vitiate the provisions of subdivision (iv) of this Section). 48

ARTICLE 29 UTILITIES AND SERVICES Section 29.01. Owner, at Owner's expense, shall furnish necessary elevator facilities on business days from 8:00 A M. to 6:00 P.M. and shall have a passenger elevator subject to call at all other times. At any time or times all or any of the elevators in the Building may, at Owner's option, be automatic elevators, and Owner shall not be required to furnish any operator service for automatic elevators. If Owner shall, at any time, elect to furnish operator service for any automatic elevators, Owner shall have the right to discontinue furnishing such service with the same effect as if Owner had never elected to furnish such service. Tenant acknowledges that Owner has designated one (1) of the freight elevators for the exclusive use of another tenant of the Building and Tenant shall have no right to use such elevator without Owner's consent. Tenant shall not be Charged any fee for the use of the freight elevators in connection with Tenant's move into the Demised Premises. Section 29.02. Owner, at Owner's expense (subject to the provisions of this Section and Section 29.04), shall furnish and distribute to the Demised Premises through the Building heating, ventilating and air conditioning (referred to as "HVAC") systems, when required for the comfortable occupancy of the Demised Premises, heated, cooled ant outside air, at reasonable temperatures, pressures and degrees of humidity and in reasonable volumes and velocities, on a year round basis, from 8.00 a m. to 6.00 p.m. on business days. Tenant understands, however, that the equipment which will be employed in distributing air will be connected to Tenant's electric meter and Tenant shall be appropriate for payment of all electricity consumed by such equipment Notwithstanding the foregoing provisions of this Section, Owner Shall not be responsible if the normal operation of the HVAC systems shall fail to provide conditioned air at reasonable temperatures pressures or degrees of humidity or in reasonable volumes or velocities in ny portions of the Demised Premises (a) which shall have an electric load in excess of three and one-half (1/2) watts per square foot of usable area for all purposes (including lighting and power), or which shall have a human occupancy factor in excess of one person per 100 square feet of usable area (the average electrical load and human occupancy factors for which the HVAC systems have been designed) or (b) because of any rearrangement of partitioning or other Alterations made or performed by or on behalf of Tenant or any person claiming through or under Tenant Notwithstanding such design of the HVAC systems, Tenant acknowledges that Owner's Initial 49

Construction shall provide for an electrical load in the Demised Premises which than conform to the New York State Energy Conservation Construction Code, and which accordingly may be less than three and one-half (3 1/2) watts per square foot of usable area for all purposes (including lighting and power.) Whenever said HVAC systems are in operation, Tenant agrees to cause all the windows in the Demised Premises to be kept closed and to cause the venetian blinds in the Demised Premises to be kept closed if necessary because of the position of the sun. Tenant agrees to cause all the windows in the Demised Premises to be closed whenever the Demised Premises are not occupied. Tenant shall cooperate fully with Owner at all times and abide by all regulations and requirements which Owner may reasonably prescribe for the proper functioning and protection of the Building HVAC systems. Section 29. 03. A. Provided Tenant shall keep the Demised Premises in order, Owner, at Owner's expense, shall cause the of office areas of the Demised Premises to be cleaned substantially in accordance with the standards set forth in Schedule C, all of the terms, covenants and conditions of which are incorporated in this Lease by reference and shall be deemed a part of this Lease, as though fully set forth in the body of this Lease and shall cause Tenant's ordinary office waste paper refuse to be removed, provided that Owner shall not be required to empty garbage cans having a capacity in excess of nine (9) gallons. Tenant acknowledges that Owner's obligation to cause the office areas of the Demised Premises to be cleaned excludes any portions of the Demised Premises not used as office areas (e.g, storage, mail and computer areas, private lavatories in contradistinction to core toilets used for the storage, preparation, service or consumption of food or beverages and the broadcasting areas of the Demised Premises). Tenant shall pay Owner at Building standard rates or, if there are no such rates, at reasonable rates, for the removal of any of Tenant's refuge or rubbish other than ordinary office waste paper refuse, from the Building, and Tenant, at Tenant's expense, shall cause all portions of the Demised Promises not used as office areas to be cleaned daily in a manner/satisfactory to Owner. Tenant also shall cause all portions of the Demised Premises used for the storage preparation, service or consumption of food or beverages to be exterminated against infestation by vermin, roaches or rodents regularly and, in addition, whenever there shall be evidence of any infestation. Tenant shall contract independently with Owner or its cleaning services contractor for the removal of such other refuse and rubbish and for cleaning services in addition to those furnished by Owner 50

and for the purpose of providing extermination services required to be performed by Tenant. B. Tenant acknowledges and is aware that the cleaning services required to be furnished by Owner pursuant to this Section may be furnished by a contractor or contractors employed by Owner and agrees that Owner shall not be deemed in default of any of its obligations under this Section 29.03 unless such default shall continue for an unreasonable period of time after notice from Tenant to Owner setting forth the specific nature of such default. Section 29.04. A. Tenant shall make arrangements to supply all electricity in the Demised Premises, including, but not limited to, electricity to serve the Air conditioning and ventilating equipment and hot water heater to be installed by Owner as part of Owner's Initial Construction, by contracting directly with the public utility corporation furnishing electricity to the Building and shall pay said utility corporation for all current consumed in or about the Demised Premises. In connection with the purchase of electric energy by Tenant, Owner shall install on each floor comprising the Demised Premises a meter pan for one meter which measures both demand and consumption. Tenant shall arrange with such public utility corporation for the installation, at Tenant's sole cost and expense, of such meter. B. If either the quantity or character of electrical service is changed by the public utility corporation supplying electrical service to the Building or is no longer available or suitable for Tenants requirements, no such change, unavailability or unsuitability shall constitute an actual or constructive eviction, in whole or in part or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this lease, or impose any liability upon Owner, or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business or otherwise. C. Owner represents that the electrical feeder or riser capacity serving the Demised Premises on the Commencement Date shall be adequate to serve the lighting fixtures and electrical receptacles installed in the Demised Premises initially by Owner pursuant, to the provisions of Paragraph II of Schedule A and HVAC equipment required to be installed in the Demised Premises initially by Owner pursuant to the provisions of Paragraph I of Schedule A. Any additional feeders or risers to supply Tenant's additional electrical requirements, and all other equipment proper and necessary 51

in connection with such feeders or risers, shall be installed by Owner upon Tenant's request, at the sole cost and expense of Tenant, provided that, in Owner' reasonable judgement, such additional feeders or risers are necessary and are permissible under applicable laws and insurance regulations and the installation of such feeders or risers will not cause permanent damage or injury to the Building or the Demised Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs to, interfere with, or disturb, other tenants or occupants of the Building. Tenant covenants that at no time shall the use of electrical energy in the Demised Premises exceed the capacity of the existing feeders or wiring installations then serving the Demised Premises. Tenant shall not make or perform or permit the making or performance of, any Alterations to wiring installations or other electrical facilities in or serving the Demised premises without the prior consent of Owner in each instance. Section 29.05. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory and drinking purposes, Owner may install a hot water meter and a cold water meter and thereby measure Tenant's consumption of water for all purposes. Tenant shall pay to Owner the cost of any such meters and their installation, and Tenant shall keep any such meters and any such installation equipment in good working order and repair, at Tenant's cost and expense. Tenant agrees to pay for water consumed as shown on said meters and sewer charges, taxes and any other governmental charges thereon, as and when bills are rendered. Tenant understands that the hot water heater will be connected to Tenant's electric meter and that Tenant shall be responsible for payment of all electricity consumed by such equipment For the purposes of determining the amount of any sums required to be paid by Tenant under this Section, all hot and cold water consumed during any period when such meters are not in good working order shall be deemed to have been consumed at the rate of consumption of such water during the most comparable period when such meters were in good working order. Section 29.06. The Fixed Rent does not reflect or include any charge to Tenant for the furnishing or distributing of any freight elevator or HVAC services to the Demised Premises during periods (referred to as "Overtime Periods") other than the hours and days set forth above in this Article for the furnishing and distributing of such services. Accordingly, if Owner Shall furnish any such freight elevator or HVAC services to the Demised Premises at 52

the request of Tenant during Overtime Periods, Tenant shall pay Owner for such services at the standard rates then fixed by Owner for the Building or, if no such rates are then fixed, at reasonable rates. Owner shall not be required to furnish any such services during Overtime Periods, unless Owner has received reasonable advance notice from Tenant requesting such services. If Tenant fails to give Owner reasonable advance notice requesting such services during any Overtime Periods, then, whether or not the Demised Premises are habitable during such Periods, failure by Owner to furnish or distribute any such services during such Periods shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business or otherwise. Section 29.07. Owner reserves the right to stop the service of the HVAC, elevator, plumbing, electrical or other mechanical systems or facilities in the Building when necessary by reason of accident or emergency, or for repairs alterations, replacements or improvements, which, in the judgment of Owner are desirable or necessary, until said repairs, alterations, replacements or improvements shall have been completed. The exercise of such right by Owner shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. ARTICLE 30 CAPTIONS Section 30.01. The captions preceding the Articles of this Lease have been inserted solely as a matter of convenience and such captions in no way define or limit the scope or intent of any provision of this Lease. ARTICLE 31 MISCELLANEOUS DEFINITIONS AND SEVERABILITY PROVISIONS Section 31.01. The term "business days" as used in this Lease shall exclude Saturdays, Sundays and holidays, the 53

term "Saturdays" as used in this Lease shall exclude holidays and the term "holidays" as used in this Lease shall mean all days observed as legal holidays by either the New YorK State Government or the Federal Government. Section 31.02. The terms "person" and "persons" as used in this Lease shall be deemed to include natural persons, firms, corporations, associations and any other private or public amenities, whether any of the foregoing are acting on their own behalf or in a representative capacity. Section 31.03. The term "prime rate" shall mean the rate of interest announced publicly by Citibank, N.A., or its successor, from time to time, as Citibank, N.A.'s or such successor's base rate, or if there is no such base rate, then the rate of interest charged by Citibank, N.A. or its successor to its most creditworthy customers on commercial loans having a ninety (90) day duration. Section 31.04. If any term, covenant or condition of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such term, covenant or condition shall not be affected thereby. ARTICLE 32 ADJACENT EXCAVATION Section 32.01. If an excavation shall be made upon land adjacent to the Real Property, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation license to enter upon the Demised Premises for the purpose of doing such work as said person shall deem necessary to preserve the walls and other portions of the Building from injury or damage and to support the same by proper foundations and no such entry shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner or said person. ARTICLE 33 BUILDING RULES Section 33.01. Tenant shall observe faithfully, and comply strictly with, and shall not permit the violation of, the Building Rules set forth in Schedule B annexed to and made a part of this Lease and such additional reasonable Building 54

Rules as Owner may, from time to time, adopt all of the terms, covenants and conditions of Schedule B are incorporated in this lease by reference and shall be deemed part of this lease as though fully set forth in the body of this Lease The term "Building Rules" as used in this Lease shall include those set forth in Schedule B and those hereafter made or adopted as provided in this Section in case Tenant disputes the reasonableness of any additional Building Rule hereafter adopted by Owner, the parties hereto agree to submit the question of the reasonableness of such Building Rule for decision to the Chairman of the Board of Director of the Management Division of the Real Estate Board of New York, Inc., or its successor, or so such impartial person or persons as he may designate, whose determination shall be final and conclusive upon Owner and Tenant. Tenants right to dispute the reasonableness of any additional Building Rule shall be deemed waived unless asserted by service of a notice upon Owner within thirty (30) days after the date upon which Owner shall give notice to Tenant of the adoption of any such additional Building Rule. Owner shall have no duty or obligation to enforce any Building Rule, or any term, covenant or condition of any other lease, against any other tenant or occupant of the Building, and Owner's failure or refusal to enforce any Building Rule or any term, covenant or condition of any other lease against any other tenant or occupant of the Building shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Owner or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. Any Building Rule not enforced generally against other tenants of the Building shall not be enforced against tenant. ARTICLE 34 BROKER Section 34.01. Tenant represents and warrants to Owner that Cushman & Wakefield, Inc. is the sole broker with whom Tenant has negotiated or otherwise dealt with in connection with the Demised Premises or in bringing about this Lease. Owner represents and warrants to Tenant that Cushman & Wakefield, Inc. is the sole broker with whom Owner has negotiated or otherwise dealt with in connection with the Demised Premises or in bringing about this Lease. Each party shall indemnify the other from all loss, cost, liability, damage and expense, including, but not limited to, reasonable counsel fees and disbursements, arising from 55

any breach of the foregoing representation and warranty. Owner agrees to pay a brokerage commission to Cushman & Wakefield, Inc. in accordance with the provisions of a separate agreement between Owner and Cushman & Wakefield, Inc. ARTICLE 35 SECURITY Section 35.01. The sum of FOUR HUNDRED THOUSAND ($400,000.00) Dollars representing security (referred to as "Security") for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed is due and payable at the time of the execution and delivery of this Lease in the event of any default by Tenant in the observance or performance of any of the terms, covenants or conditions of this lease on the part of Tenant to be observed or performed including, but not limited to, ny default in the payment when due of any monthly installment of the Fixed Rent or of any additional rent, Owner may use or apply all or any part of the Security for the payment to Owner for Tenant's account of any sum or amount due under this Lease, without thereby waiving any other rights or remedies of Owner with respect to such default Tenant agrees to replenish all or any part of the Security so used or applied during the Demised Term. After (i) the Expiration Date or any other date upon which the Demised Term shall expire and come to an end, and (ii) the full observance and performance by Tenant of all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, including, but not limited to, the provisions of Article 21, Owner shall return to Tenant the balance of the Security then held or retained by Owner. Owner agrees that, unless prohibited by law or by the general policies of lending institutions in New York City, Owner shall deposit the Security in a money market account selected by Owner with Chase Manhattan Bank N.A. in New York City in which event all interest accruing therein shall be remitted to Tenant annually provided Tenant is not then in default in the observance or performance of any of terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond the applicable grace period provided in this Lease for the curing of such default. Tenant agrees that Tenant shall not assign or encumber any part of the Security, and no assignment or encumbrance by Tenant of all or any part of the Security shall be binding upon Owner, whether made prior to, during, or after the Demised Term. Owner shall not be required to exhaust 56

its remedies against Tenant or against the Security before having recourse to any other form of security held by Owner and recourse by Owner to any form of security shall not affect any remedies of Owner which are provided in this Lease or which are available to Owner in law or equity. In the event of any sale, assignment or transfer by Owner named herein (or by any subsequent Owner) of its interest in the Building as owner or lessee, Owner (or such subsequent owner) shall have the right to assign or transfer the Security to its grantee, assignee or transferee and, in the event of such assignment or transfer, Owner named herein, (or such subsequent Owner) Shall have no liability to Tenant for the return of the Security and Tenant shall look solely to the grantee, assignee or transferee for such return. A lease of the entire Building shall be deemed a transfer within the meaning of the forming sentence. Section 35.02. Provided Tenant is not then in default in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond the applicable grace periods provided for the curing of such default, then Owner shall return to Tenant the sum of ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE ($133,333.00) DOLLARS of such Security on the second (2nd) anniversary of the Commencement Date. Section 35.03. Provided Tenant is not then in default in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond the applicable grace periods provided for the curing of such default then Owner shall return to Tenant the sum of ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE ($133,333.00) DOLLARS of such Security on the fourth (4th) anniversary of the Commencement Date. ARTICLE 36 ARBITRATION, ETC. Section 36.01. Any dispute (i) with respect to the reasonability of any failure or refusal of Owner to grant its consent or approval to any request for such consent or approval pursuant to the provisions of Sections 3.01 or 11.03 with respect to which request Owner has agreed, in such Sections, not unreasonably to withhold such consent or approval, or (ii) arising out of the application of the Operating Expenses provisions of Article 23, which is submitted to arbitration shall be finally determined by arbitration in the City of New York in accordance with the rules and regulations then obtaining of the American Arbitration Association or its successor. Any such 57

determination shall be final and binding upon the parties, whether or not a judgment shall be entered in any court. In making their determination, the arbitrators shall not subtract from, add to, or otherwise modify any of the provisions of this Lease. Owner and Tenant may, at their own expense, be represented by counsel and employ expert witnesses in any such arbitration. Any dispute with respect to the reasonability of any failure or refusal of Owner to grant its consent or approval to any request for such consent or approval pursuant to any of the provisions of this Lease (other than Sections 3.01 and 11.03) with respect to which Owner has covenanted not unreasonably to withhold such consent or approval, and any dispute arising with respect to the application of the tax payment provisions of Article 23 shall be determined by applicable legal proceedings. If the determination of any such legal proceedings, or of any arbitration held pursuant to the provisions of this Section with respect to disputes arising under Sections 3.01 and 11.03, shall be adverse to Owner, Owner shall be deemed to have granted the requested consent or approval, or be bound by any determination as to Taxes and the increases in Fixed Rent relating thereto, but that shall be Tenant's sole remedy in such event and Owner shall not be liable to Tenant for a breach of Owner's covenant not unreasonably to withhold such consent or approval, or otherwise. Each party shall pay its own counsel and expert witness fees and expense, if any, in connection with any arbitration held pursuant to the provisions of this Section and the parties will share all other expenses and fees of any such arbitration. ARTICLE 37 PARTIES BOUND Section 37.01. The terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Owner and Tenant and, except as otherwise provided in this Lease, their respective heirs, distributees, executors, administrators, successors and assigns. However, the obligations of Owner under this Lease shall no longer be binding upon Owner named herein after the sale, assignment or transfer by Owner named herein (or upon any subsequent Owner after the sale, assignment or transfer by such subsequent Owner) of its interest in the Building as owner or lessee, and in the event of any such sale, assignment or transfer, such obligations shall thereafter be binding upon the grantee, assignee or other transferee of such interests and any such grantees, assignee or transferee, by accepting such interest, shall be deemed to have assumed such obligations. A Lease of the entire Building shall be deemed 58

a transfer within the meaning of the foregoing sentence. Tenant shall look solely to the estate and interest of Owner, its successors and assigns, in the Real Property and Building for the collection or satisfaction of any judgment recovered against Owner based upon the breach by Owner of any of the terms, conditions or covenants of this Lease on the part of Owner to be performed, and no other property or assets of Owner shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies under or with respect to either this Lease, the relationship of landlord and tenant hereunder, or Tenant's use and occupancy of the Demised Premises. Schedule D, entitled "Addendum to Lease" is annexed hereto and all of the terms, covenants and conditions of Schedule D are incorporated in this Lease by reference and shall be deemed a part of this Lease as though fully set forth in the body of this Lease. 59

In witness whereof, Owner and Tenant have respectively signed and sealed this Lease as of the day and year first above written. BROADWAY 52ND ASSOCIATES
By /s/ Lewis Rudin _____________________ Lewis Rudin a partner

Witness: /s/ Philip A. Glantz ___________________ Philip A. Glantz

UNISTAR COMMUNICATIONS GROUP, INC.
By /s/ N. J. Verbitsky ______________________ N.J. Verbitsky Tenant

Attest:

/s/ Charles N. Pershing _____________________ Charles N. Persing

(Corporate Seal)

SCHEDULE D ADDENDUM TO LEASE Article 38 RENT HOLIDAY Section 38.01. Provided this Lease is not terminated by reason of a default by Tenant in the observance and performance of any of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, Tenant shall be entitled to a conditional rent holiday and shall not be required to pay any portion of the Fixed Rent with respect to the period from the day next following the end of the Initial Rent Period to and including the date which is two hundred seventy (270) days next following the end of the Initial Rent Period but during such period of two hundred seventy (270) days Tenant shall otherwise be required to comply with all of the other terms, covenants and conditions of this Lease on Tenant's part to be observed and performed, including, but not limited to, the provisions of Article 23. If at any time during the Demised Term Tenant shall be in default in the observance and performance of any of the terms, covenants and conditions of this Lease on Tenant s part to be observed and performed and this Lease is terminated by reason thereof, then the total sum of the Fixed Rent so conditionally excused by operation of the foregoing provisions of this Section shall become immediately due and payable by Tenant to Owner. If, as of the Expiration Date, Tenant shall not then be in default in the observance and performance of any of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed beyond the applicable grace periods provided in this Lease for the curing of any such default, Owner shall waive payment of all such Fixed Rent so conditionally excused. ARTICLE 39 SATELLITE RECEIVING DISH Section 39.01. Tenant shall have the right to install, maintain, operate, repair and replace the equipment listed on Schedule E to this Lease on the roof and roof penthouse of the Building, the exact location and size of which shall be reasonably designated by Owner, and cables connecting such equipment to equipment in the Demised Premises running through conduits, pipes or shafts in the Building, the exact location of which shall be reasonably designated by Owner provided that such equipment shall be designed, and at all times during the Demised Term be operated, in accordance 61

with FCC requirements and in such a manner that it will not physically (i) interfere in any way with the rights of any existing tenant in the Building either to (a) maintain and use any satellite or telecommunications transmitting and/or receiving antenna or dish or similar equipment or (b) use any portions of the roof granted to it whether or not such rights have been exercised by any existing tenant at the time that Tenant installs such equipment in accordance with the provisions of this Section and (ii) unreasonably interfere with any reasonable rights of any future tenant in the Building either to (x) maintain and use any satellite or telecommunications transmitting and/or receiving antenna or dish or similar equipment or (y) use any reasonable portions of the roof reasonably granted to it whether or not such rights have been exercised by any future tenant at the time that Tenant installs such equipment in accordance with the provisions of this Section. The foregoing installations shall be made at Tenant's sole cost and expense and in accordance with all the provisions of this Lease, including, but not limited to, the provisions of Article 3 and Article 6. Owner shall have no responsibility for the maintenance and repair of any such installations and Tenant, at Tenant's sole cost and expense, shall keep all said installations in good condition and make all necessary repairs and replacements thereto and to the Building occasioned thereby. Upon the Expiration Date or sooner termination of the Demised Term, or if required by any applicable governmental authorities, or if any rights of any existing tenant are so physically interfered with by Tenant or if any reasonable rights of any future tenant are so physically interfered with by Tenant, (and Tenant does not cease such physical interference within ten (10) days following Owner notice thereof) Tenant, at Tenant's sole cost and expense, shall, upon request of Owner, remove such installations or relocate such installations to another portion of the roof where designated by Owner, at Owner's election, and make all repairs to the Building occasioned by such removal or relocation, as the case may be. The foregoing installations shall be subject to such conditions with respect to such installations and the maintenance thereof as may reasonably be imposed by Owner. Tenant shall not be charged for such use of the roof, penthouse or any Building cables or similar equipment and shall be entitled to have twenty four (24, hour unrestricted access thereto, subject to the provisions of Articles 13 and 26 of this Lease. Section 39.02. Owner agrees that Owner shall not grant any rights to install any satellite or telecommunications transmitting or receiving antenna or dish or similar equipment on the roof of the Building to any tenants in the 62

Building which will physically interfere in any way with the rights granted to Tenant in this Article. ARTICLE 40 ADDENDUM TO ARTICLE 4 Section 40.01. Notwithstanding anything contained in Article 4 to the contrary, any fixtures, improvements, additions and other property installed at the sole expense of Tenant with respect to which Tenant shall not have been granted any credit or allowance by Owner may be removed by Tenant at or prior to the expiration of the Demised Term provided Tenant is not in default hereunder beyond the applicable grace periods for the curing of such defaults and further provided that Tenant, at Tenant's sole cost and expense, shall repair any damage caused by such removal and, in those instances where Tenant may have replaced fixtures or installations installed at the sole cost and expense of Owner or at the joint cost and expense of Owner and Tenant with other fixtures and installations which Tenant elects to remove, Tenant shall restore the fixtures and installations so replaced. All fixtures and installations not so removed shall become the property of Owner at the expiration of the Demised Term. Section 40.02. Nothing contained in the provisions of this Lease shall prevent Tenant from removing from the Demised Premises at any time during the Demised Term Tenant s furniture, trade fixtures and business equipment, including, but not limited to, Tenant s broadcasting equipment provided that Tenant, at Tenant s sole cost and expense, shall repair any damage to the Demised Premises and the Building caused by such removal. ARTICLE 41 ADDENDUM TO ARTICLE 9 Section 41.01. Notwithstanding the provisions of subdivision (i) of Section 9.01, if prior to or during the Demised Term the Demised Premises, in contradistinction to the Building, shall be totally destroyed or rendered wholly untenantable and there shall be less than two (2) years of the Demised Term remaining at that time, then if Owner does not exercise its right to terminate this Lease in accordance with the provisions of subdivision (i) of said Section 9.01, then Tenant shall have the right to terminate this Lease as of the date of such fire or casualty by notice to Owner within thirty (30) days of the date of such fire or casualty and in the event Tenant shall timely give such notice of 63

termination, this Lease and the Demised Term shall come to an end and expire on such date with the same effect as if such date were the Expiration Date and the Fixed Rent shall be apportioned as of such date, and any prepaid portion of Fixed Rent for any period after such date shall be refunded by Owner to Tenant. Section 41.02. Notwithstanding the provisions of subdivision (i) of subsection A of this Section 9.01, if during the Demised Term the Demised Premises, in contradistinction to the Building, shall be totally damaged or rendered wholly untenantable by fire or other casualty, and there shall be at least two (2) years of the Demised Term remaining at the time, Owner hereby waives the right to terminate this Lease in accordance with the provisions of subdivision (i) of said Subsection A. The provisions of the foregoing sentence shall be deemed to relate solely to the operation of the provisions of subdivision (i) of said Subsection A and shall not in any way be deemed to relate to the provision of subdivision (ii) of said Subsection A. ARTICLE 42 ADDENDUM TO ARTICLE 11 Section 42.01. A. Supplementing the provisions of Article 11, as long as Tenant is not in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed beyond the applicable grace periods provided in this Lease for the curing of such default, Unistar Communications Group Inc., Tenant named herein, shall have the right, without the prior consent of Owner, to assign its interest in this Lease, for the use permitted in this Lease, to any subsidiary or affiliate of Tenant named herein, which is in the same general line of business as Tenant named herein and only for such period as it shall remain such subsidiary or affiliate. For the purposes of this Article: (a) a "subsidiary" of Tenant named herein shall mean any corporation not less than fifty-one (51% percent of whose outstanding voting stock at the time shall be owned by Tenant named herein, and (b) an "affiliate" of Tenant named herein shall mean any corporation, partnership or other business entity which controls or is controlled by, or is under common control with Tenant. For the purpose of the definition of "affiliate the word "control" (including, "controlled by" and "under common control with") as used with respect to any corporation, partnership or other business entity, shall mean the possession of the power to direct or cause the 64

direction of the management and policies of such corporation, partnership or other business entity, whether through the ownership of voting securities or contract. No such assignment shall be valid or effective unless, within ten (10) days after the execution thereof, Tenant shall deliver to Owner: (I) a duplicate original instrument of assignment, in form and substance reasonably satisfactory to Owner, duly executed by Tenant, in which Tenant shall (a) waive all notices of default given to the assignee, and all other notices of every kind or description now or hereafter provided in this Lease, by statute or rule of law, and (b) acknowledge that Tenant's obligations with respect to this Lease shall not be discharged, released or impaired by (i) such assignment, (ii) any amendment or modification of this Lease, whether or not the obligations of Tenant are increased thereby, (iii) any further assignment or transfer of Tenant's interest in this Lease, (iv) any exercise, non-exercise or waiver by Owner of any right, remedy, power or privilege under or with respect to this Lease, (v) any waiver, consent, extension, indulgence or other act or omission with respect to any other obligations of Tenant under this Lease, (vi) any act or thing which, but for the provisions of such assignment, might be deemed a legal or equitable discharge of a surety or assignor, to all of which Tenant shall consent in advance, it being the purpose and intent of Owner and Tenant that the obligations of Tenant hereunder as assignor shall be absolute and unconditional under any and all circumstances, and (II) an instrument, in form and substance satisfactory to Owner, duly executed by the assignee, in which such assignee shall assume the observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. B. Further supplementing the provisions of Article 11, as long as Tenant is not in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed beyond the applicable grace periods provided in this Lease for the curing of such default, Unistar Communications Group,Inc., Tenant named herein, shall have the right without the prior consent of Owner, to sublet to, or permit the use or occupancy of, all or any part of the Demised Premises by any subsidiary or affiliate (as said terms are defined in Section 42.01.A.) of Tenant named herein for the use permitted in this Lease provided that such subsidiary or affiliate is in the same general line of business as the Tenant named herein and only for such period as it shall remain such subsidiary or affiliate and in the same general line of business as the Tenant named herein. 65

However, no such subletting shall be valid unless, prior to the execution thereof, Tenant shall give notice to Owner of the proposed subletting, and within ten (10) days after the execution thereof, Tenant shall deliver to Owner an agreement, in form and substance satisfactory to Owner, duly executed by Tenant and said subtenant, in which said subtenant shall assume performance of and agree to be personally bound by, all of the terms, covenants and conditions of this Lease which are applicable to said subtenant and such subletting. Tenant shall give prompt notice to Owner of any such use or occupancy, and such use or occupancy shall be subject and subordinate to all of the terms, covenants and conditions of this Lease. No such use or occupancy shall operate to vest in the user or occupant any right or interest in this Lease or the Demised Premises. For the purposes of determining the number of subtenants or occupants in the Demised Premises, the occupancy of any such permitted subsidiary or affiliate of Tenant shall be deemed the occupancy of Tenant and such subsidiary or affiliate shall not be counted as a subtenant or occupant for the purposes of Section 11.03, and the provisions of Section 11.03 relating to Owner's options to terminate this Lease or recapture the Demised Premises, as the case may be, and Subletting Profit shall not be applicable to any proposed subletting to any such subsidiary or affiliate of Tenant pursuant to the provisions of this Section. Section 42.02. Supplementing the provisions of Article 11, as long as Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond the applicable grace periods provided in this Lease for the curing of such default, Tenant shall have the privilege, without the consent of Owner, to assign its interest in this Lease for the use permitted in this Lease to any entity which is a successor to Tenant either by merger, consolidation, purchase of all or substantially all of its stock, purchase of all or substantially all of its assets, business and goodwill or like transaction, provided that such successor shall continue to operate in the Demised Premises the business conducted by Tenant in the Demised Premises on or about the Commencement Date and the interest of Tenant in this Lease is not the sole or principal asset of Tenant and such assignment is made for a good business purpose. However, no such assignment shall be valid unless, within ten (10) days after the execution thereof, Tenant shall deliver to Owner (i) a duplicate original instrument of assignment in form and substance reasonably satisfactory to Owner, duly executed by Tenant, and (ii) an instrument in 66

form and substance reasonably satisfactory to Owner, duly executed by the assignee, in which such assignee shall assume observance and performance of, and agree to be personally bound by, all of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. Section 42.03. Supplementing the provisions of Section 11.02, so long as Owner shall maintain a directory in the lobby of the Building, Owner shall make available to Tenant space for the listing of Tenant's name and the names of any of the officers or employees of Tenant and any permitted occupants of the Demised Premises provided that the names so listed shall not require more than Tenant's Proportionate Share of the space of such directory, provided further, however that Tenant shall be provided with at least ten (10) spaces on such directory. ARTICLE 43 ADDENDUM TO ARTICLE 13 Section 43.01. Supplementing the provisions of Sections 13.01 and 13.02, Owner agrees that except in cases of emergency, any entry upon the Demised Premises pursuant to the provisions of said Sections shall be made at reasonable times, and only after reasonable advance notice (which may be mailed, delivered or left at the Demised Premises, notwithstanding any contrary provisions of Article 27), and any work performed or installations made pursuant to said Section shall be made with reasonable diligence and any such entry, work or installations shall be made in a manner designed to minimize interference with Tenant s normal business operations (however, nothing contained in this Section shall be deemed to impose upon Owner any obligation to employ contractors or labor at overtime or other premium pay rates). Section 43.02. Further supplementing the provisions of Section 13.01, Owner's right to exhibit the Demised Premises to others shall be limited to insurance carriers and representatives, prospective purchasers of the Real Property or the Building, holders or prospective holders of any mortgage affecting the Real Property or the Building or any ground or underlying lease, and other legitimate business visitors, and, during the last year of the Demised Term, any prospective tenants of the Demised Premises. Section 43.03. Further supplementing the provisions of 67

Section 13.01, Owner agrees that any pipes, ducts or conduits installed in or through the Demised Premises during the Demised Term pursuant to the provisions of Section 13.01, shall either be concealed behind, beneath or within partitioning, columns, ceilings or floors, or completely furred at points immediately adjacent to partitioning, columns or ceilings, and that when the installation of such pipes, ducts or conduits shall be completed, such pipes, ducts or conduits shall not reduce the usable area of the Demised Premises by more than a de minimis amount. Section 43.04. Further supplementing the provisions of Section 13.02, Owner shall not restrict the reasonable decoration of Tenant's entry doors on the seventeenth (17th) floor. ARTICLE 44 ADDENDUM TO ARTICLE 23 Section 44.01. Tenant shall have the right to examine those portions of Owner's records which pertain to Operating Expenses and which are required to verify the accuracy of the amounts shown on any Owner's Operating Expense Statement, provided Tenant shall notify Owner of its desire to so examine such records within sixty (60) days next following the rendition of such Owner's Operating Expense Statement. If Tenant shall fail to (a) notify Owner of its desire to so examine such records within said sixty (60) day period next following the rendition of such Owner's Statement or (b) so examine such records within ninety (90) days next following rendition of such Owner's Operating Expense Statement then the increase in the Fixed Rent as shown on such Owner's Operating Expense Statement shall be final and binding upon Tenant. Any such examination shall be conducted at the office of Owner's accountants during the normal office hours of such accountants and Tenant shall reimburse Owner's accountants for their reasonable out of pocket expenses in connection with such examination by Tenant. ARTICLE 45 ADDENDUM TO ARTICLE 26 Section 45.01. Supplementing the provisions of Section 26.01, Owner agrees to use reasonable diligence to attempt to eliminate the cause of any inability or delay, referred to in said Section 26.01, on the part of Owner to fulfill 68

its obligations under this Lease. (However, nothing contained in this Section shall be deemed to impose upon Owner any obligation to employ labor at so-called "overtime" or other premium pay rates). ARTICLE 46 TENANT'S ACCESS Section 46.01. Owner agrees that Tenant shall be entitled to access to the Demised Premises twenty four (24) hours per day, seven (7) days per week, subject to the provisions of this Lease. ARTICLE 47 SUBORDINATION, ATTORNMENT, ETC. Section 47.01. This Lease and all rights of Tenant under this Lease are, and shall remain unconditionally subject and subordinate in all respects to the presently existing mortgages affecting the indenture of lease dated as of March 13, 1985 between The Shubert Organization, Inc., as Landlord. and Owner, as tenant (referred to as the "Ground and Development Rights Lease") and to all advances made or hereafter to be made under said mortgages, and to all renewals, modifications, replacements and extensions of and substitutions for, such mortgages, as well as to any consolidations or correlations of such mortgages with other mortgages. Owner agrees to obtain and deliver to Tenant not later than one hundred eighty (180) days after the date of this Lease, an agreement substantially to the effect that in the event of any foreclosure of said mortgages such holder or holders of said mortgages will not make Tenant a party defendant to such foreclosure nor disturb its possession under this Lease so long as there shall be no default by Tenant under this lease beyond the applicable grace periods provided for the curing of such default (any such agreement, or any agreement of similar import, is referred to in this Lease as a "Non-Disturbance Agreement"). If Owner shall fail to make timely delivery to Tenant of such Non-Disturbance Agreement, Tenant, as Tenant's sole remedy for such failure, shall have the right, exercisable within one-hundred ninety (190) days after the date of this Lease, to cancel and terminate this Lease by notice given to Owner. Upon the giving of such notice of cancellation and termination, this Lease shall terminate and come to an end and neither party shall have any further rights or liabilities under this lease. It is agreed that time is of the essence with respect to any such notice of cancellation and termination, that 69

Tenant shall not have the right to give any such notice after the one-hundred ninety ( 190) day period hereinabove referred to, and that any such notice given after the expiration of such period shall have no force or effect. Section 47.02. This Lease and all rights of Tenant under this Lease shall be and remain, unconditionally subject and subordinate in all respects to all other mortgages which may, from time to time, affect the Ground and Development Rights Lease, any future ground or underlying lease referred to in Section 47.04 or the Real Property and to all advances to be made under such mortgages, and to all renewals modifications, consolidations, correlations, replacements and extensions of and substitutions for, any such mortgage or mortgages, provided that (i) the holder of any such mortgage shall execute and deliver a Non-Disturbance Agreement to Tenant, or (ii) any such mortgage shall contain provisions substantially to the same effect as thou contained in a Non-Disturbance Agreement (any such provisions are referred to in this Lease as "Non-Disturbance Provisions"). Section 47.03. This Lease and all rights of Tenant under this Lease are, and shall remain, unconditionally subject and subordinate in all respects to the Ground and Development Rights Lease and to all renewals, modifications, replacements and extensions of, and substitutions for, such lease. Owner agrees that until such time as Owner has delivered to Tenant a Tenant Recognition Agreement (as hereinafter defined). Owner will not enter into any agreement to modify the provisions of Section 14.04 of the Ground and Development Rights Lease. An agreement from the lessor under the Ground and Development Rights Lease substantially to the effect that, in the event of the termination of the Ground and Development Rights Lease for any reason other than a termination by operation of the provisions of Articles 8 (entitled "Damage to or Destruction of the Building") and 9 (entitled "Condemnation") of such Lease such lessor will permit Tenant to attorn to such lessor and will not disturb its possession under this Lease, so long as there shall be no default by Tenant under this Lease, beyond the applicable grace period provided in this Lease for the cunng of such default, or any agreement of similar import is referred to in this Lease as a "Tenant Recognition Agreement". Owner agrees, within thirty (30) days next following the date of this Lease, to request from the lessor under the Ground and Development Rights Lease a tenant Recognition Agreement in favor of Tenant with respect to this Lease and to take all reasonable steps to obtain the same. 70

Section 47.04. This lease and all rights of Tenant under this Lease shall be and remain, unconditionally subject and subordinate in all respects to all future ground or underlying leases affecting the Real Property or any portion thereof or the Building and to all renewals, modifications, replacements and extensions of, and substitutions for, such ground or underlying leases, provided that (i) any such ground or underlying lease shall contain provisions substantially to the same effect as those contained in a Tenant Recognition Agreement. (and such provisions are referred to in this lease as "Tenant Recognition Provisions"), or (ii) the lessor under any such ground or underlying lease shall execute and deliver to Tenant a Tenant Recognition Agreement. Section 47.05.A. At Owner's request, Tenant shall execute and deliver promptly any certificate or other instrument which Owner may request, subordinating this Lease and all rights of Tenant under this Lease to any mortgages which may now or hereafter affect the Real Property and/or the real property from which the development rights demised in the Ground and Development Rights Lease accrue and/or any ground or underlying lease affecting such real property, and to all advances made or hereafter to be made under such mortgages and to all renewals, modifications. consolidations, correlations, replacements and extensions of, and substitutions for, any such mortgage or mortgages, provided that (i) the holder of any such mortgage shall execute and deliver a Non-Disturbance Agreement to Tenant. or (ii) any such mortgage shall contain Non-Disturbance Provisions in the event Tenant shall fail to execute or deliver any such certificate or other instrument which may be requested pursuant to the foregoing provisions of this subsection within a reasonable time after Owner's request therefor, Tenant hereby irrevocably constitutes and appoints Owner as Tenant's agent and attorney-in-fact to execute any such certificate or other instrument for or on behalf of Tenant. B. The subordination provisions of this Article (with the exception of the provisions of subsection A of this Section 47.05) shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate or other instrument which Owner, or any lessor under any ground or underlying lease or any holder of any such mortgage may reasonably request, and if Tenant shall fail to execute and deliver any such certificate or other instrument within a reasonable time after Owner's request therefor, Tenant hereby irrevocably constitutes and appoints Owner and all such lessors and 71

holders, acting jointly or severally, as Tenant's agent and attorney-in-fact to execute any such certificate or other instrument for or on behalf of Tenant. If, in connection with obtaining financing with respect to the Building, the Real Property, the real property from which the development rights demised in the Ground and Development Rights Lease accrue or the interest of the lessee under any ground or underlying lease, any recognized lending institution shall request reasonable modifications of this Lease as a condition of such financing. Tenant covenants not unreasonably to withhold or delay its agreement to such modifications, provided that such modifications do not increase the obligations, or materially and adversely affect the rights, of Tenant, under this Lease. No act or failure to act on the pan of Owner which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease shall result in a release or termination of such obligations or a termination of this Lease unless (i) Tenant shall have first given written notice of Owner's act or failure to act to the holder or holders of any mortgage of whom Tenant has been given written notice specifying the act or failure to act on the pan of Owner which could or would give basis to Tenant's rights, and (ii) the holder or holders of such mortgages, after receipt of such notice, have failed or refused to correct or cure the condition complained of within a reasonable time thereafter, but nothing contained in this sentence shall be deemed to impose any obligation on any such holder to correct or cure any such condition. "Reasonable time" as used above means and includes a reasonable time to obtain possession of the Building if any such holder elects to do so and a reasonable time to correct or cure the condition if such condition is determined to exist. Section 47.06. If, at any time prior to the expiration of the Demised Term, any ground or underlying lease under which Owner then shall be the lessee shall terminate or be terminated for any reason, Tenant agrees at the election and upon request of any owner of the Real Property, or of the holder of any mortgage in possession of the Real Property or the Building, or of any lessee under any other ground or underlying lease covering premises which include the Demised Premised to attorn, from time to time, to any such owner, holder, or Lessee, upon the then executory terms and conditions of this Lease, for the remainder of the term originally demised in this Lease, provided that such owner, holder or lessee, as the case may be, shall then be entitled to possession of the Demised Premises The provisions of this 72

Section shall ensure to the benefit of any such owner, holder, or lessee, shall apply notwithstanding that. as a matter of law, this Lease may terminate upon the termination of any such ground or underlying lease, shall be selfoperative upon any such request, and no further instrument shall be required to give effect to said provisions. Tenant, however, upon request of any such owner, holder, or lessee, agrees to execute, from time to time, instruments in confirmation of the foregoing provisions of this Section, satisfactory to any such owner, holder, or lessee, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder, or Lessee. Notwithstanding anything to the contrary set forth in this Article no such owner, holder or lessee shall be bound by (i) any payment of any installment of Fixed Rent or increases therein or any additional rent which may have been made more than thirty (30) days before the due date of such installment, or (ii) any amendment or modification to this Lease which is made without its consent if required. Section 47.07. Nothing contained in this Article or in any Non-Disturbance Provision, Non-Disturbance Agreement, Tenant Recognition Provision or Tenant Recognition Agreement shall, however, affect the prior rights of the holder of any existing or future mortgage or of the lessor under any ground or underlying lease with respect to the proceeds of any award in condemnation or of any fire insurance policies affecting the Building, or impose upon any such holder or lessor any liability (i) for the erection or completion of the Building. or (ii) in the event of damage or destruction to the Building or the Demised Premises, for any repairs, replacements, rebuilding or restoration except as can reasonably be accomplished from the net proceeds of insurance actually received by, or made available to, such holder or lessor, or (iii) for any default by Owner under this Lease occurring prior to any date upon which such holder or lessor shall become Tenant's landlord, or (iv) for any credits, offsets or claims against the rent under this Lease as the result of any acts of Owner committed prior to such date, and any such Provision or Agreement may so state. Any such Provision or Agreement may also be conditioned upon the existence of any one or more of the following circumstances at the time of the commencement of any foreclosure of any such mortgage or at the time of the termination of any such ground or underlying lease as the case may be: A. The Demised Term shall have commenced or Tenant 73

shall have taken possession of the Demised Premises; B. Tenant shall not be in default in the observance or performance of any of the covenants of this Lease on the part of Tenant to be observed or performed beyond the applicable grace period provided in this Lease for the curing of such default; C. Tenant shall not have paid rent in advance beyond the rent period next following the current rent period, and there shall be no offsets then accrued against future rent chargeable against the holder of any such mortgage after foreclosure or against the lessor under such ground or underlying lease after termination, as the case may be. D. Any circumstance substantially similar to B or C; or E. Tenant shall have furnished to the then holder of any such mortgage or the then lessor under any such ground or underlying lease, as the case may be, a statement, in writing, as to the status of this Lease with respect to the above circumstances A, B and C or any circumstance substantially similar to B or C, within ten (10) days after such holder or lessor shall have made written demand for such statement by registered or certified mail addressed to Tenant. Section 47.08. A. At the request of Owner, Tenant shall promptly execute and deliver any instrument or Instruments requested by Owner for the benefit of the holder of any mortgage to which this Lease shall then be subordinate as hereinabove provided, or for the benefit of the lessor under any ground or underlying lease to which this Lease shall then be subordinate as hereinabove provided, in which Tenant shall covenant and agree with such holder or lessor that (a) Tenant will not enter into any agreement to cancel or modify this Lease without the written approval of such holder or lessor, and (b) Tenant will not take any action or institute any proceeding against Owner to cancel or modify this Lease without giving to such holder or lessor at least thirty (30) days' prior written notice of such action or proceedings except that the provisions of any such instrument shall not apply to any modifications of this Lease contemplated in any of the provisions of this Lease, or to any right or option to cancel or modify this Lease expressly reserved or granted to Tenant pursuant to any of the provisions of this Lease. B. If required by the holder of any mortgage or by the lessor under any ground or underlying lease, Tenant shall promptly join in any Non-Disturbance Agreement or Tenant 74

Recognition Agreement to indicate its concurrence with the provisions thereof provided such agreement shall substantially comply with the provisions of this Article. Section 47.09 A. From time to time, within ten (10) days next following Owner's request, Tenant shall deliver to Owner a written statement executed and acknowledged by Tenant, in form reasonably satisfactory to Owner, (i) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth the specific nature of all modifications), and (ii) setting forth the date to which the Fixed Rent has been paid, and (iii) stating whether or not, to the best knowledge of Tenant, Owner is in default under this Lease, and, if Owner is in default setting, forth the specific nature of all such defaults and (iv) stating that Tenant has accepted and occupied the Demised Premise and all improvements required to be made by Owner pursuant to the provisions of this Lease, have been made, if such be the case. Tenant acknowledges that any statement delivered pursuant to this subsection may be relied upon by any purchaser or owner of the Building, or the Real Property or any part thereof, or Owner's interest in the Building or the Real Property or any ground or underlying lease, or by any mortgagee, or by any assignee of any mortgagee, or by any lessee under any ground or underlying lease. B. From time to time, within 1 (1) day next following Tenant's request, Owner shall deliver to Tenant a written statement executed by Owner, in form reasonably satisfactory to Tenant and prepared at Tenant's expense (i) stating that this Lease is in full force and effect and has not been modified (and if modified, that this Lease is then in full force and effect as so modified and the specific nature of all modifications), and (ii) setting from the date to which the Fixed Rent has been paid, and (iii) stating whether or not, to the best knowledge of Owner, Tenant is in default under this Lease and, if Tenant is in default, setting forth the specific nature of all such defaults. Owner acknowledges that any statement delivered pursuant to this subsection may be relied upon by any institutional lender making loans to Tenant, or any prospective assignee of Tenant's interest in this Lease (whether pursuant to the provisions of Section 11.06 or otherwise) or by any prospective subtenants or by any entity which acquires all or substantially all of the issued and outstanding capital stock of Tenant, provided, however, the foregoing provisions of this sentence shall not be deemed to give Tenant any rights of assignment and subletting which are not expressly provided for in this Lease. 75

Section 47.10. If Owner assigns its interest in this Lease, or the rents payable hereunder, to the holder of any mortgage or the lessor under any ground or underlying lease, whether the assignment shall be conditional in nature or otherwise, Tenant agrees that (a) the execution thereof by Owner and the acceptance by such holder or lessor shall not be deemed an assumption by such holder or lessor of any of the obligations of the Owner under this Lease unless such holder or lessor shall, by written notice sent to Tenant, specifically otherwise elect, and (b) except as aforesaid, such holder or lessor shall be treated as having assumed Owner's obligations hereunder only upon the foreclosure of such holder's mortgage or the termination of such lessor's lease and the taking of possession of the Demised Premises by such holder or lessor, as the case may be. Section 47.11. Tenant agrees to cooperate with Owner in Owner's obtaining any Non-Disturbance Agreement and Tenant Recognition Agreement and Tenant shall provide Owner and the holder of any mortgage and lessor under any ground or underlying lease with any information reasonably required by them in connection with obtaining any such Non-Disturbance Agreement or Tenant Recognition Agreement, including, without limitation, financial statements of Tenant. ARTICLE 48 ADDENDUM TO ARTICLE 1 Section 48.01. Notwithstanding anything in Section 1.02 to the contrary, in the event the Commencement Date shall not have occurred on or prior to April 1, 1991, Tenant shall have a single option to cancel this Lease and the Demised Term by giving notice to Owner of such cancellation within ten (10) days next following said date, as said date may be extended pursuant to the following provisions of this Section 48.01. Upon the giving of such notice this Lease and Demised Term shall expire and come to an end as of the date of the giving of such notice, and security deposited by Tenant hereunder shall be promptly returned to Tenant, and Owner and Tenant shall be released and discharged of and from any and all further liability under the provisions of this Lease. Time is of the essence with respect to the exercise by Tenant of such option. If Tenant shall fail to give timely notice exercising the foregoing option to cancel this Lease and the Demised Term, then the Demised Term shall commence and end in accordance with the provisions of Section 1.02. Owner shall have the right to extend the date April 1, 1991 set forth above in this Section by a period equal to the aggregate of (i) the number of days, if any, 76

which may have elapsed between the date upon which Tenant is required to submit to Owner a Tenant s Plan pursuant to paragraph II of Schedule A and the date of submission by Tenant to Owner of a Tenant's Plan which shall have met with Owner's approval as provided in said paragraph II plus (ii) the number of days, if any, of delay or delays in substantial completion of Owner s Initial Construction occasioned by reason of Tenant s delays in submitting any other plans and specifications or in supplying information, or in approving plans, specifications or estimates, or in giving authorizations or by reason of any Change Work as defined in Schedule A or by reason of Tenant s delay in exercising the option to supply the modular systems for the broadcasting studio portion of the Demised Premises or by reason of any delays in the delivery of such modular systems supplied by Tenant or by reason of any similar acts or omissions of Tenant plus (iii) the number of days, if any, of delay or delays in substantial completion of Owner's Initial Construction occasioned by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority, or by any other cause beyond Owner's control, whether or not such other cause shall be similar in nature to those hereinbefore enumerated. The provisions of subparagraph II (2) of Schedule A shall not be affected by the provisions of this Section. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section, in the event Tenant shall use or occupy all or any part of the Demised Premises for the conduct of business prior to the Commencement Date, the foregoing option to terminate this Lease in accordance with the provisions of this Section shall be of no further force or effect. ARTICLE 49 ADDENDUM TO ARTICLE 5 Section 49.01. As long as Tenant is not in default under any of the terms, covenants and conditions of this Lease beyond the applicable grace periods provided herein for the curing of such default, Owner at Owner's sole cost and expense, shall make (i) all structural repairs and replacements to the Demised Premises (including, without limitation, the core toilets) as and when required, (ii) all repairs necessary to furnish the utilities and services required to be furnished by Owner to Tenant under the provisions of Article 29, with the exception of repairs to any special 77

HVAC equipment installed to serve the Demised Premises (in contradistinction to the Building HVAC systems), and (iii) all repairs and replacements to the public portions of the Building necessary to Tenant's use of the Demised Premises, except that Owner shall not be required to make any repairs referred to in subdivisions (i) (ii) and (iii) of this sentence if Tenant is obligated to make such repairs pursuant to the provisions of Section 5.01. Notwithstanding the foregoing provisions of this Section, Owner shall have no obligation to make any repairs or replacements unless and until specific notice of the necessity therefor shall have been given by Tenant to Owner. Section 49.02. If (i) Owner shall default in its obligations to make repairs solely in the Demised Premises, in accordance with the provisions of Section 49.01, and (ii) Tenant shall notify Owner of the existence of such default and (iii) Owner shall (x) fail to start to cure such default within ten (10) business days after said notice or shall fail thereafter to prosecute to completion with reasonable diligence the work necessary to cure such default or (y) fail to notify Tenant within ten (10) business days after said notice that Owner is unable to start to cure such default because of inability to obtain materials, or strikes or other labor disputes, fire or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of any Federal, State, County or Municipal authority or by any other cause beyond Owner's reasonable control, whether or not such cause shall be similar in nature to those hereinbefore enumerated, and thereafter fail to commence curing such default within ten (10) business days after such inability or other cause no longer exists and to complete such curing in a reasonably diligent manner, then Tenant may take action to cure such default. In the event Tenant cures any such default in accordance with the foregoing provisions of this Section, any reasonable expenditures made by Tenant to cure such default shall be repaid by Owner to Tenant within twenty (20) days after demand and, if Owner fails to pay any such sum within such twenty (20) day period, Tenant may offset and deduct such sum from the next accruing monthly installments of Fixed Rent. ARTICLE 50 NO RE-ENTRY OR CROSS-OVER FLOOR Section 50.01. Owner agrees that during the Demised Term the seventeenth (17th) floor of the Building shall not be 78

designated as a re-entry floor or cross-over floor or used as such. ARTICLE 51 SECURITY Section 51.01. A. Tenant shall have the right to require Owner to return to Tenant that portion of the security deposited by Tenant and then held by Owner pursuant to the provisions of Article 35 in the event that prior to the return by Owner to Tenant of such security, or the unapplied portion thereof, Tenant shall deposit with Owner an irrevocable, unconditional letter of credit issued by Chase Manhattan Bank N.A. or any other bank having assets of at least ONE BILLION ($1,000,000,000.00) DOLLARS and which is a member of the New York Clearing House Association (Chase Manhattan Bank N.A. or any such other bank meeting the foregoing requirements and issuing the initial or any replacement letter of credit is referred to as the "Bank") in favor of Owner in a sum equal to FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed. From and after the receipt by Owner of such letter of credit and the receipt by Tenant of such security or the unapplied portion thereof, the provisions of Article 35 shall be of no further force and effect. Such letter of credit shall be in form and substance satisfactory to Owner. Owner agrees that a letter of credit which is in the form annexed hereto as Exhibit 1 shall be deemed satisfactory to Owner. Tenant agrees to cause the Bank to renew such letter of credit, from time to time, during the Demised Term, at least ninety (90) days prior to the expiration of said letter of credit or any renewal or replacement, upon the same terms and conditions. In the event of any transfer of said letter of credit pursuant to Section 51.05, and notice of such transfer to Tenant, Tenant, within twenty (20) days thereafter, shall cause a new letter of credit to be issued by said Bank to the transferee, upon the same terms and conditions, in replacement of the letter of credit so transferred and Owner agrees that, simultaneously with the delivery of such new letter of credit, it will return to said Bank the letter of Credit being replaced. The letter of credit deposited hereunder, and all renewals and replacements, are referred to, collectively, as the "Letter of Credit". The Letter of Credit shall be held in trust by Owner for the purposes set forth in this Article and shall 79

not be transferred except for transfer (a) to an agent for collection, or (b) pursuant to the provisions of Section 51.05. In the event Tenant defaults beyond any applicable grace period hereunder in the performance of its obligations to issue a replacement Letter of Credit, or in the observance or performance of Tenant's agreement to cause the Bank to renew the Letter of Credit, Owner, in addition to all rights and remedies which Owner may have under this Lease or at law, shall have the right to require the Bank to make payment to Owner of the entire sum of FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS or the undrawn portion thereof, as the case may be, represented by the Letter of Credit, which sum shall be held by Owner as Cash Security in the same manner as if said sum had been deposited with Owner pursuant to the provisions of subsection B of this Section. If said payment of the entire sum of FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS is made to Owner by reason of Tenant's failure to renew or replace the Letter of Credit in accordance with the foregoing provisions of this subsection, such default by Tenant shall be deemed cured by such payment, with the effect that Owner shall not have the right to terminate this Lease or the term hereof by reason of such default, but the foregoing provision shall not apply to any other default under this Lease. The Letter of Credit provides for partial drawings. In the event Tenant defaults in the payment when due of an installment of Fixed Rent or in the payment when due of any additional rent and such default shall continue for a period of ten (10) days after notice by Owner to Tenant of such default or if this Lease and the Demised Term shall expire and come to an end as provided in Article 16 or by or under any summary proceeding or any other action or proceeding, or if Owner shall re-enter the Demised Premises as provided in Article 17, or by or under any summary proceeding or any other action or proceeding, then Owner, in addition to all rights and remedies which Owner may have under this Lease or at law, may from time to time, draw on the Letter of Credit in one or more drawings for the amount of any Fixed Rent or additional rent then due and for any amount then due and payable to Owner under Article 18 or Article 19. In the event of a partial drawing, as provided in the immediately preceding sentence, Tenant shall, within five (5) days after demand, cause the Bank to issue an amendment to the Letter of Credit restoring the amount available thereunder to FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS. B. At any time during the term of this Lease, Tenant may require that Owner return the Letter of Credit by depositing with Owner, in lieu thereof, as security for the faithful observance and performance by Tenant of the terms, 80

covenants and conditions of this Lease on Tenant's part to be observed and performed, the sum of FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS, in cash or by a cashier's check, drawn by or on a bank, which is a member of the New York Clearing House Association, and payable to the order of Owner, which sum is referred to as the "Cash Security . Any Cash Security shall be held subject to the provisions of Section 7-103 of the General Obligations Law or any similar statute successor thereto. C. At any time during the term of this Lease, Tenant may require that Owner return any Cash Security by delivering to Owner in lieu thereof, as security for the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed an irrevocable, unconditional Letter of Credit in the Slim of FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS, provided such Letter of Credit is issued by the Bank in the form annexed hereto as Exhibit l. Section 51.02. In the event Tenant defaults in the observance or performance of any term, covenant or condition of this Lease on Tenant's part to be observed or performed, including, but not limited to, the covenant for the payment of Fixed Rent and additional rent, beyond the applicable grace period provided under this Lease for curing such default, Owner may use, apply or retain the whole or any part of any Cash Security held by Owner under any of the provisions of Section 51.01, to the extent required for the payment of any Fixed Rent, additional rent or any other sum with respect to which Tenant is in default, or for the payment of any sum which Owner may expend or incur because of Tenant's default in the observance or performance of any such term, covenant or condition, including, but not limited to, the payment of any damages or deficiency in the reletting of the Demised Premises, whether such damage or deficiency accrued before or after summary proceedings or other re-entry by Owner, without thereby waiving any other rights or remedies of Owner with respect to such default, and Owner shall hold the remainder of such Cash Security as security for the faithful performance and observance by Tenant of the terms, covenants and conditions of this Lease on Tenant's part to be observed and performed with the same rights as hereinabove set forth to use, apply or retain all or any part of such remainder in the event of any further default by Tenant under this Lease. Section 51.03. If Owner uses, applies or retains the whole or any part of the Cash Security held by Owner under any of the provisions of Section 51.01, Tenant, promptly after 81

notice thereof, shall deliver to Owner, in cash or by a cashier s check drawn by or on a bank which is a member of the New York Clearing House Association and payable to the order of Owner, the sum necessary to restore the Cash Security to the sum of FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS. Section 51.04. The Letter of Credit and/or any remaining portion of any Cash Security then held by Owner for the performance of Tenant's obligations under this Lease as security shall be returned to Tenant after (i) the Expiration Date and (ii) delivery of the entire possession of the Demised Premises to Owner and (iii) payment by Tenant for any costs of repairs or restoration required to be paid by Tenant pursuant to this Lease and (iv) payment by Tenant of any other sum or charge required to be paid to fully discharge Tenant's obligations under this Lease to and including the Expiration Date. Section 51.05. In the event of a sale or other transfer of the Land and/or Building, or Owner's interest in this Lease, Owner shall transfer the Letter of Credit and/or any remaining portion of any Cash Security then held by Owner as security for the performance of Tenants obligations under this Lease to the transferee, and Owner shall thereupon be released from all liability for the return of such security; Tenant agrees to look solely to the transferee for the return of any such security and it is agreed that the provisions of this sentence shall apply to every sale or transfer of the Land and/or Building by Owner named herein or its successors, and to every transfer or assignment made of any such security. Any transferee shall be deemed to have agreed that any Letter of Credit or Cash Security transferred to such transferee pursuant to this Section shall be held in trust for the purposes of this Article. A lease of the entire Building pursuant to which the lessee shall be entitled to collect the rents hereunder shall be deemed a transfer within the meaning of this Section. Section 51.06. Owner agrees that, if not prohibited by law or the general policies of lending institutions in New York City, Owner shall deposit any Cash Security held by Owner in a money market account selected by Owner with Chase Manhattan Bank N.A. in New York, New York, and all interest accruing thereon shall be remitted to Tenant annually, provided Tenant is not then in default beyond the applicable grace periods provided in this Lease for the curing of such default. Section 51.07. Tenant agrees that it will not assign, mortgage or encumber, or attempt to assign, mortgage or encumber, the Letter of Credit or any Cash Security held 82

by Owner under this Lease, and that neither Owner nor its successors or assigns shall be bound by any such assignment, mortgage, encumbrance, attempted assignment, attempted mortgage or attempted encumbrance. Owner shall not be required to exhaust its remedies against Tenant before having recourse to the Letter of Credit, the Cash Security or any other security held by Owner. Recourse by Owner to the Letter of Credit, the Cash Security or any other security held by Owner shall not affect any remedies of Owner which are provided in this Lease or which are available in law or equity. Section 51.08. A. Owner has agreed that Owner shall return to Tenant the sum of ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE ($133,333.00) DOLLARS of such security on the date (referred to as the "Initial Partial Return Date") two (2) years next following the Commencement Date provided Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed beyond the applicable grace period for the curing of such default. Accordingly, if on the Initial Partial Return Date Tenant shall not so be in default Tenant may replace the Letter of Credit with a Letter of Credit in a sum reduced by ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE ($133,333.00) DOLLARS. In the event that at any time Tenant shall be entitled to reduce such Letter of Credit as provided in the foregoing provisions of this Article the security shall be held as Cash Security then, in lieu of Tenant replacing any such Letter of Credit, Owner shall return sums to Tenant equal to the amount by which the Letter of Credit would have been reduced if it were in existence; however, in no event shall the Letter of Credit or Cash Security ever be reduced below the sum of TWO HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SEVEN ($266,667.00) DOLLARS, subject to the provisions of subsection B hereof. The sum of FOUR HUNDRED THOUSAND ($400,000.00) DOLLARS referred to in the previous Sections of this Article shall be deemed reduced as the provisions of this subsection B of this Section 51.08 shall operate to so reduce the Letter of Credit and/or Cash Security, as the case may be. B. Owner has agreed that Owner shall return to Tenant the sum of ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE ($133,333.00) DOLLARS of such security on the date (referred to as the "Partial Return Date") four (4) years next following the Commencement Date, provided Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed beyond the applicable grace period for the curing 83

of such default. Accordingly, if on the Partial Return Date Tenant shall not so be in default, Tenant may replace the Letter of Credit with a letter of credit in a sum reduced by ONE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE ($133,333.00) DOLLARS. In the event that at any time Tenant shall be entitled to reduce such Letter of Credit as provided in the foregoing provisions of this Article the security shall be held as Cash Security then, in lieu of Tenant replacing any such Letter of Credit, Owner shall return sums to Tenant equal to the amount by which the Letter of Credit would have been reduced if it were in existence; however, in no event shall the Letter of Credit or Cash Security ever be reduced below the sum of ONE HUNDRED THIRTY THREE THOUSAND DOLLARS. The sum of TWO HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SEVEN ($266,667.00) DOLLARS referred to in the previous Sections of this Article shall be deemed reduced as the provisions of this subsection B of this Section 51.08 shall operate to so reduce the Letter of Credit and/or Cash Security, as the case may be. C. Owner and Tenant acknowledge that the provisions of Sections 35.02 and 35.03 are intended to be comparable to the provisions of subsections A and B of this Section 51.08 and are designed to apply in the event that Tenant initially deposits Cash Security in accordance with the provisions of Article 35. Accordingly, in the event that Owner has returned to Tenant any portions of the security deposited by Tenant with Owner pursuant to the provisions of Article 35 in accordance with the provisions of Sections 35.02 and 35.03 of said Article 35, then the initial sum of the Letter of Credit referred to in Section 51.01.A shall be reduced to the amount of security then permitted to be held by Owner pursuant to the provisions of Article 35 and the applicable provisions of subsections A and/or B of this Section 51.08 which correspond with the applicable provisions of Sections 35.02 and 35.03, as the case may be, shall be deemed deleted from this Lease and of no further force and effect. ARTICLE 52 ADDENDUM TO ARTICLE 6 Section 52.01. Notwithstanding anything contained in Section 6.02 to the contrary, Tenant shall not be deemed to have caused any increase in the fire insurance rates applicable to the Building or property located therein at the beginning of the Demised Term or at any time thereafter, 84

nor shall Tenant be required to make any Alterations in order to comply with any rules, orders, regulations or requirements of the New York Board of Fire Underwriters and the New York Fire Insurance Rating Organization or any similar body, unless such rates are increased, or such Alterations shall be necessitated or occasioned, in whole or in part, by the acts, omissions or negligence of Tenant or any person claiming through or under Tenant, or any of their servants, employees, contractors, agents, visitors or licensees, or by the manner of use or occupancy of the Demised Premises by Tenant or any such persons (in contradistinction to the mere use or occupancy of the Demised Premises for the purposes set forth in Section 2.01). 85

STANDARD OFFICE LEASE--GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO OF INDUSTRIAL AIR APPEARS HERE] 1. BASIC LEASE PROVISIONS ("Basic Lease Provisions") 1.1 PARTIES: This Lease dated for reference purposes only December 18, 1991 is made by and between VALENCIA PARAGON ASSOCIATES, LTD., a California Limited Partnership (herein called "Lessor") and UNISTAR COMMUNICATIONS GROUP, INC., a Delaware corporation (herein called "Lessee"). 1.2 PREMISES: Suite Number(s) The entire ground floor of Building No. 5 consisting of approximately 31,529 rentable square feet, more or less, as defined in paragraph 2 and as shown on Exhibit "A" hereto (the "Premises"). 1.3 BUILDING: Commonly described as being located at 25060 Avenue Stanford in the City of Valencia County of Ventura State of California as more particularly described in Exhibit B hereto, and as defined in paragraph 2. 1.4 USE: executive and general offices, broadcasting and production of programming and any lawful related activities subject to paragraph 6. 1.5 TERM: Approximately ten (10) years Commencing on the "Commencement Date" (as defined in Addendum Paragraph 50(c)) and ending the "Expiration
------------------------------------------------------------Date" (as defined in Addendum Paragraph 50(c)). ---------------------------------------------1.6 BASE RENT: $42,835.30 per month, payable on the 1st day of ---------------------each month, per paragraph 41 . ---------------------------------------------------

1.7 BASE RENT INCREASE: The monthly Base Rent payable under paragraph 1.6 1

above shall be adjusted as provided in Addendum Paragraph 53. 1.8 RENT PAID UPON EXECUTION: $42,835.30 as Base Rent for the first month of the Term for . 1.9 SECURITY DEPOSIT: None . 1.10 LESSEE'S SHARE OF OPERATING EXPENSE INCREASE: 19.19% as defined in paragraph 4.2. Lessor and Lessee agree that the number of rentable square feet of the Premises is 31,529 rentable square feet and the number of rentable square feet of the Office Building Project is 164,292 rentable square feet. 2. PREMISES, PARKING AND COMMON AREAS . 2.1 PREMISES: The Premises are a portion of a building, herein sometimes referred to as the "Building" identified in paragraph 1.3 of the Basic Lease Provisions. "Building" shall include adjacent parking structures used in connection therewith. The Premises, the Building, the Common Areas, the land upon which the same are located, along with all other buildings and improvements thereon or thereunder, are herein collectively referred to as the "Office Building Project." Lessor hereby leases to Lessee and Lessee leases from Lessor for the term, at the rental, and upon all of the conditions set forth herein, the real property referred to the Basic Lease Provisions, paragraph 1.2, as the "Premises," including rights to the Common Areas as hereinafter specified. 2.2 VEHICLE PARKING: So long as Lessee is not in default and subject to the rules and regulations attached hereto and as reasonably established by Lessor from time to time, Lessee shall be entitled to rent and use four (4) parking spaces per 1,000 rentable square feet (or part thereof) of the Premises in the area shown on Exhibit "B" as Lessor's parking, free during the initial term hereof and thereafter at the monthly rate applicable from time to time for monthly parking as set by Lessor and/or its licensee. 2.2.1 If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have the right, with oral notice to Lessee's designated representative at the Premises, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.2.2 During the term following the initial term the monthly parking 2

rate per parking space will be the fair market value for such spaces. Monthly parking fees shall be payable one month in advance prior to the first day of each calendar month. 2.3 COMMON AREAS--DEFINITION. The term "Common areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Office Building Project that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and of other lessees of the Office Building Project and their respective employees, suppliers, shippers, customers and invitees, including but not limited to common entrances, lobbies, corridors, stairways and stairwells, public restrooms, elevators, escalators, parking areas to the extent not otherwise prohibited by this Lease, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways, land-scaped areas and decorative walls. 2.4 COMMON AREAS--RULES AND REGULATIONS. Lessee agrees to abide by and conform to the rules and regulations attached hereto as Exhibit B with respect to the Office Building Project and Common Areas, and to cause its employees, suppliers, shippers, customers, and invitees to so abide and conform. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to modify, and amend and enforce said rules and regulations. Lessor shall not be responsible to Lessee for the non-compliance with said rules and regulations by other lessees, their agents, employees and invitees of the Office Building Project. 2.5 COMMON AREAS--CHANGES: Lessor shall have the right, in Lessor's sole discretion, from time to time: (a) To make changes to the Building interior and exterior and Common Areas, but without unreasonably affecting Lessee's use and enjoyment of the Premises or Common Areas and without permanently relocating Lessee's parking spaces to an area not comparative to Lessee's current parking spaces including, without limitation, changes in the location, size, shape, number, and appearance thereof, including but not limited to the lobbies, windows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, decorative walls, landscaped areas and walkways: provided, however, Lessor shall at all times provide the parking facilities required by applicable law: (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available. (c) To designate other land and improvements outside the boundaries of the Office Building Project to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Office Building Project without substantially increasing Lessee's costs in comparison to any extra benefits Lessee may receive thereby. 3

(d) To add additional buildings and improvements to the Common Areas without substantially increasing Lessee's costs in comparison to any extra benefits Lessee may receive thereby. (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Office Building Project, or any portion thereof, but without unreasonably affecting Lessee's use and enjoyment of the Premises or Common Areas and without permanently relocating Lessee's parking spaces to an area not comparative to Lessee's current parking spaces. (f) To do and perform such other acts and make such other changes in to or with respect to the Common Areas and Office Building Project as Lessor may, in the exercise of sound business judgement deem to be appropriate but without unreasonably affecting Lessee's use and enjoyment of the Premises or Common Areas and without permanently relocating Lessee's parking spaces to an area not comparative to Lessee's current parking spaces. 3. TERM. 3.1 TERM. The term and Commencement Date of this Lease shall be as specified in paragraph 1.5 of the Basic Lease Provisions. 4. RENT. 4.1 BASE RENT. Subject to adjustment as hereinafter provided in paragraph 4.3 and except as may be otherwise expressly provided in this Lease. Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph 1.6 of the Basic Lease Provisions, without offset or deduction except as set forth in this Lease. Lessee shall pay Lessor upon execution hereof the advance Base Rent described in paragraph 1.8 of the Basic Lease Provisions. Rent for any period during the term hereof which is for less than one month shall be prorated based upon the actual number of days of the calendar month involved. Rent shall be payable in lawful money of the United States to Lessor at the address stated herein or to such other persons or at such other places as Lessor may designate in writing. 4.2 OPERATING EXPENSE INCREASE. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share, as hereinafter defined, of the amount by which all Operating Expenses, as hereinafter defined, for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafter referred to as the "Operating Expense Increase," in accordance with the following provisions (a) "Lessee's Share" is defined, for purposes of this Lease, as the percentage set forth in paragraph 1.10 of the Basic Lease Provisions, which percentage has been determined by dividing the approximate square footage of the Premises by the total approximate square footage of the rentable space contained in the Office Building Project. It is understood and agreed that the square footage figures set forth in the Basic Lease Provisions are 4

approximations which Lessor and Lessee agree are reasonable and shall not be subject to revision except in connection with an actual change in the size of the Premises or a change in the space available for lease in the Office Building Project due to a cause outside the reasonable control of Lessor. (b) "Base Year" is defined as the first twelve months following the Commencement Date. (c) "Comparison Year" is defined as each period of twelve months during the term of this Lease subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense increase applicable to the first twelve (12) months of the Lease Term. Lessee's Share of the Operating Expense increase for the first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase. (d) Subject to Addendum Paragraph 54, "Operating Expenses" is defined, for purposes of this Lease, to include the following costs: (i) The operation, repair, maintenance, and replacement, in neat, clean, safe, good order and condition, of the Office Building Project, including but not limited to, the following: (aa) The Common Areas, including their surfaces, coverings, decorative items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and gates. (bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, telecommunication and other equipment used in common by, or for the benefit of, lessees or occupants of the Office Building Project, including elevators and escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair. (ii) Trash disposal; (iii) Any other service to be provided by Lessor that is elsewhere in this Lease stated to be an "Operating Expense"; (iv) The cost of the premiums for the liability and property insurance policies to be maintained by Lessor under paragraph 8 hereof; (v) The amount of the real property taxes to be paid by Lessor under paragraph 10.1 hereof (See Paragraph 54 (b) of the Addendum); (vi) The cost of water, sewer, gas, electricity, and other publicly mandated services to the Office Building Project. 5

(vii) Replacing and/or adding improvements to the Building or Common Areas mandated by any governmental agency and any repairs or removals necessitated thereby amortized over its useful life according to Federal income tax regulations or guidelines for depreciation thereof (including interest on the unamortized balance as is then reasonable in the judgment of Lessor's accountants). (e) Operating Expenses shall not include any expenses paid by any lessee directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds, or any casualty losses, whether or not covered by any insurance proceeds (except to the extent of any commercially reasonable deductible). 6. USE 6.1 USE. The Premises shall be used and occupied only for the purpose set forth in paragraph 1.4 of the Basic Lease Provisions or any other use which is reasonably comparable to that use and for no other purpose. 6.2 COMPLIANCE WITH LAW. (a) Lessor warrants to Lessee that, to Lessor's actual knowledge, the Premises, in the state existing on the date that the Lease term commences, but without regard to alterations or improvements made by Lessee or the use for which Lessee will occupy the Premises, does not violate any covenants or restrictions of record or any applicable building code, regulation or ordinance in effect on such Lease term Commencement Date. In the event it is determined that such a violation exists on the Commencement Date, then it shall be the obligation of the Lessor, after written notice from Lessee, to promptly, at Lessor's sole cost and expense, rectify any such violation. (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's expense, promptly comply with all applicable statutes, ordinances, rules, regulations, orders, covenants and restrictions of record, and requirements of any fire insurance underwriters or rating bureaus, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the term or any part of the term hereof, relating to Lessee's particular use of the Premises. Lessee shall conduct its business in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Office Building Project. 6.3 CONDITION OF PREMISES. (a) Lessor shall deliver the Premises to Lessee in a clean condition on the Lease Commencement Date (unless Lessee is already in possession) and Lessor warrants to Lessee that the plumbing, lighting, air conditioning, and 6

heating system in the Premises shall be in good operating condition. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises and the Office Building Project in their condition existing as of the Lease Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto Lessor represents that to the best of its knowledge, none of the foregoing prohibit Lessee's use and occupancy of the Premises in accordance with the terms of this Lease. Lessee acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor nor Lessor's agent or agents has made any representation or warranty as to the present or future suitability of the Premises, Common Areas, or Office Building Project for the conduct of Lessee's business, except as set forth herein. 7. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES. 7.1 LESSOR'S OBLIGATIONS. Lessor shall keep the Office Building Project, including the Premises, interior and exterior walls, roof, and common areas, and the equipment and all utility and other Building systems (except as expressly set forth to the contrary herein) whether used exclusively for the Premises or in common with other premises, in good condition and repair; provided, however, Lessor shall not be obligated to paint, repair or replace the floor coverings, wall coverings, or to repair or replace any improvements that are not ordinarily a part of the Building or are above then Building standards unless they were part of the Lessee Improvements or as otherwise expressly set forth herein. Except as expressly set forth herein, there shall be no abatement of rent or liability of Lessee on account of any injury or interference with Lessee's business with respect to any improvements, alterations or repairs made by Lessor to the Office Building Project or any part thereof. Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor's expense or to terminate this lease because of Lessor's failure to keep the Premises in good order, condition and repair. 7.2 LESSEE'S OBLIGATIONS. (a) Notwithstanding Lessor's obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to Lessee's negligence. Except as set forth herein, Lessee shall be responsible for the cost of painting, repairing or replacing wall 7

coverings, and to repair or replace any Premises improvements that are not ordinarily a part of the Building or that are above then Building standards. Lessor may, at its option, upon reasonable notice, elect to have Lessee perform any particular such maintenance or repairs, the cost of which is otherwise Lessee's responsibility hereunder. (b) On the last day of the term hereof, or on any sooner termination, Lessee shall surrender the Premises to Lessor in the same condition as received, ordinary wear and tear excepted, clean and free of debris. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Lessee. Lessee shall repair any damage to the Premises occasioned by the installation or removal of Lessee's trade fixtures, alterations, furnishings and equipment. Except as otherwise stated in this Lease. Lessee shall leave the air lines, power panels, electrical distribution systems, lighting fixtures, air conditioning, window coverings, wall coverings, carpets, wall panelling, ceilings and plumbing on the Premises and in good operating condition. 7.3 ALTERATIONS AND ADDITIONS (a) Lessee shall not, without Lessor's prior written consent make alterations, improvements, additions, Utility Installations or repairs in, on or about the Premises, or the Office Building Project. As used in this paragraph 7.3 the term "Utility Installation" shall mean carpeting, window and wall coverings, power panels, electrical distribution systems, lighting fixtures, air conditioning, plumbing, and telephone and telecommunication wiring and equipment. At the expiration of the term by providing notice to Lessee at the time of its consent to such item(s), Lessor may require the removal of any or all of said alterations, improvements, additions or Utility Installations, (but not the Lessee Improvements), and the restoration of the Premises and the Office Building Project to their prior condition, at Lessee's expense. When making its own alterations, improvements, additions or Utility Installations, Lessee shall use only such contractor as has been expressly approved by Lessor. Should Lessee make any alterations, improvements, additions or Utility Installations without the prior approval of Lessor, or use a contractor not expressly approved by Lessor, Lessor may, at any time during the term of this Lease, require that Lessee remove any part or all of the same. (b) Any alterations, improvements, additions or Utility Installations in or about the Premises or the Office Building Project that Lessee shall desire to make shall be presented to Lessor in written form, with proposed detailed plans. If Lessor shall give its consent to Lessee's making such alteration, improvement, addition or Utility Installation, the consent shall be deemed conditioned upon Lessee acquiring a permit to do so from the applicable governmental agencies, furnishing a copy thereof to Lessor prior to the commencement of the work, and compliance by Lessee with all conditions of said permit in a prompt and expeditious manner. 8

(c) Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use in the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises, the Building or the Office Building Project or any interest therein. (d) Lessee shall give Lessor not less than ten (10) days notice prior to the commencement of any work in the Premises by Lessee and Lessor shall have the right to post notices of non-responsibility in or on the Premises or the Building as provided by law. If Lessee shall in good faith contest the validity of any such lien claim or demand, then Lessee shall at its sole expense defend itself and Lessor against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against the Lessor or the Premises, the Building or the Office Building Project, upon the condition that if Lessor shall require, Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to such contested lien claim or demand indemnifying Lessor against liability for the same and holding the Premises, the Building and the Office Building Project free from the effect of such lien or claim. In addition, Lessor may require Lessee to pay Lessor's reasonable attorneys' fees and costs in participating in such action if Lessor shall decide it is to Lessor's best interest so to do. (e) All alterations, improvements, additions and Utility Installations (whether or not such Utility Installations constitute trade fixtures of Lessee), which may be made to the Premises by Lessee, including but not limited to, floor coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation and lighting and telephone or communications systems, conduit, wiring and outlets, shall be made and done in a good and workmanlike manner and of good and sufficient quality and materials and shall be the property of Lessor and remain upon and be surrendered with the Premises at the expiration of the Lease term, unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided Lessee is not in default, notwithstanding the provisions of this paragraph 7.3(e), Lessee's personal property, trade fixtures and equipment, other than Utility Installations, shall remain the property of Lessee and may be removed by Lessee subject to the provisions of paragraph 7.2, and provided that Lessee repairs all damage caused by such removal. (f) Lessee shall provide Lessor with as-built plans and specifications for any alterations, improvements, additions or Utility Installations. 7.4 UTILITY ADDITIONS. Lessor reserves the right to install new or additional utility facilities throughout the Office Building Project for the benefit of Lessor or Lessee, or any other lessee of the Office Building Project, including, but not by way of limitation, such utilities as plumbing, 9

electrical systems, communication systems, and fire protection and detection systems, so long as such installations do not unreasonably interfere with Lessee's use of the Premises or reduce the size of the Premises. 8. INSURANCE: INDEMNITY. 8.1 LIABILITY INSURANCE-LESSEE. Lessee shall, at Lessee's expense, obtain and keep in force during the term of this Lease a policy of Comprehensive General Liability insurance utilizing an Insurance Services Office standard form with Broad Form General Liability Endorsement (GL0404), or equivalent, in an amount of not less than $2,000,000 per occurrence of bodily injury and property damage combined and shall insure Lessee with Lessor as an additional insured against liability arising out of the use, occupancy or maintenance of the Premises. Compliance with the above requirement shall not, however, limit the liability of Lessee hereunder. 8.2 LIABILITY INSURANCE-LESSOR. Lessor shall obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily Injury and Broad Form Property Damage Insurance, plus coverage against such other risks Lessor deems advisable from time to time, insuring Lessor and Lessee, against liability arising out of the ownership, use, occupancy or maintenance of the Office Building Project in an amount not less than $2,000,000 per occurrence with a commercially reasonable umbrella. 8.3 PROPERTY INSURANCE-LESSEE. Lessee shall, at Lessee's expense, obtain and keep in force during the term of this Lease for the benefit of Lessee, replacement cost fire and extended coverage insurance, with vandalism and malicious mischief, earthquake sprinkler leakage and earthquake sprinkler leakage endorsements, in an amount sufficient to cover not less than 100% of the full replacement cost, as the same may exist from time to time, of all of Lessee's personal property, fixtures, equipment and tenant improvements. 8.4 PROPERTY INSURANCE-LESSOR. Lessor shall obtain and keep in force during the term of this Lease a policy or policies of insurance covering loss or damage to the Office Building Project improvements, but not Lessee's personal property, fixtures, equipment or tenant improvements, in the amount of the full replacement cost thereof, as the same may exist from time to time, utilizing Insurance Services Office standard form, or equivalent, providing protection against all perils included within the classification of fire, extended coverage, vandalism, malicious mischief, plate glass, and such other perils as Lessor deems advisable or may be required by a lender having a lien on the Office Building Project. In addition, Lessor shall obtain and keep in force, during the term of this Lease, a policy of rental value insurance covering a period of one year, with loss payable to Lessor, which insurance shall also cover all Operating Expenses for said period. Lessee will not be named in any such policies carried by Lessor and shall have no right to any proceeds therefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain such reasonable deductibles as Lessor or the aforesaid lender may determine. In the event that the Premises shall suffer an insured loss as defined in paragraph 9.1(f) hereof, the deductible amounts under the 10

applicable insurance policies shall be deemed an Operating Expense. Lessee shall not do or permit to be done anything which shall invalidate the insurance policies carried by Lessor. Lessee shall pay the entirety of any increase in the property insurance premium for the Office Building Project over what it was immediately prior to the commencement of the term of this Lease if the increase is specified by Lessor's insurance carrier as being caused by the nature of Lessee's occupancy or any act or omission of Lessee. 8.5 INSURANCE POLICIES. Lessor and Lessee shall deliver to the other copies of liability insurance policies required under paragraph 8.1 and 8.2 or certificates evidencing the existence and amounts of such insurance within seven (7) days after the Commencement Date of this Lease. No such policy shall be cancellable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to each party. Lessor and Lessee shall, at least thirty (30) days prior to the expiration of such policies, furnish the other with renewals thereof. 8.6 WAIVER OF SUBROGATION. Lessee and Lessor each hereby release and relieve the other, and waive their entire right of recovery against the other, for direct or consequential loss or damage arising out of or incident to any insurable perils whether or not covered by property insurance carried by such party or required to be carried hereunder, whether due to the negligence of Lessor or Lessee or their agents, employees, contractors and/or invitees. If necessary all property insurance policies required under this Lease shall be endorsed to so provide. 8.7 INDEMNITY. Lessee shall indemnify and hold harmless Lessor and its agents, Lessor's master or ground lessor, partners and lenders, from and against any and all claims for damage to the person or property of anyone or any entity arising from Lessee's use of the Office Building Project, or from the conduct of Lessee's business or from any activity, work or things done, permitted or suffered by Lessee in or about the Premises or elsewhere and shall further indemnify and hold harmless Lessor from and against any and all claims, costs and expenses arising from any breach or default in the performance of any obligation on Lessee's part to be performed under the terms of this Lease, or arising from any act or omission of Lessee, or any of Lessee's agents, contractors, employees, or invitees, and from and against all costs, attorneys' fees, expenses and liabilities incurred by Lessor as the result of any such use, conduct, activity, work, things done, permitted or suffered, breach, default or negligence, and in dealing reasonably therewith, including but not limited to the defense or pursuit of any claim or any action or proceeding involved therein; and in case any action or proceeding be brought against Lessor by reason of any such matter, Lessee upon notice from Lessor shall defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor (unless required by Lessee's insurer) and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be so indemnified. Lessee, as a material part of the consideration to Lessor, hereby assumes all risk of damage to property of Lessee or injury to persons, in, upon or about the Office Building Project arising from any cause and Lessee hereby waives all claims in respect thereof 11

against Lessor. 8.8 EXEMPTION OF LESSOR FROM LIABILITY. Subject to Paragraph 70 of the Addendum, Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's business or any loss of income therefrom or for loss of or damage to the goods, wares, merchandise or other property of Lessee. Lessee's employees, invitees, customers, or any other person in or about the Premises or the Office Building Project, nor shall Lessor be liable for injury to the person of Lessee, Lessee's employees, agents or contractors, whether such damage or injury is caused by or results from theft, fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon the Premises or upon other portions of the Office Building Project, or from other sources or places, or from new construction or the repair, alteration or improvement of any part of the Office Building Project, or of the equipment, fixtures or appurtenances applicable thereto, and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible. Lessor shall not be liable for any damages arising from any act or neglect of any other lessee, occupant or user of the Office Building Project, nor from the failure of Lessor to enforce the provisions of any other lease of any other lessee of the Office Building Project. 8.9 NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no representation that the limits or forms of coverage of insurance specified in this paragraph 8 are adequate to cover Lessee's property or obligations under this Lease. 9. DAMAGE OR DESTRUCTION. 9.1 DEFINITIONS. (a) "Premises Damage" shall mean if the Premises are damaged or destroyed to any extent. (b) "Premises Building Partial Damage" shall mean if the Building of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is less than fifty percent (50%) of the then Replacement Cost of the Building. (c) "Premises Building Total Destruction" shall mean if the Building of which the Premises are a part is damaged or destroyed to the extent that the cost to repair is fifty percent (50%) or more of the then Replacement Cost of the Building. (d) "Office Building Project Buildings" shall mean all of the buildings on the Office Building Project site. (e) "Office Building Project Buildings Total Destruction" shall mean 12

if the Office Building Project Buildings are damaged or destroyed to the extent that the cost of repair is fifty percent (50%) or more of the then Replacement Cost of the Office Building Project Buildings. (f) "Insured Loss" shall mean damage or destruction which was caused by an event required to be covered by the insurance described in paragraph 8. The fact that an Insured Loss has a deductible amount shall not make the loss an uninsured loss. (g) "Replacement Cost" shall mean the amount of money necessary to be spent in order to repair or rebuild the damaged area to the condition that existed immediately prior to the damage occurring, excluding all improvements made by lessees, other than those installed by Lessor at Lessee's expense 9.2 PREMISES DAMAGE: PREMISES BUILDING PARTIAL DAMAGE. (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage which is an Insured Loss and which falls into the classification of either Premises Damage or Premises Building Partial Damage, then Lessor shall, as soon as reasonably possible and to the extent the required materials and labor are readily available through usual commercial channels, at Lessor's expense (if Lessor has received insurance proceeds), repair such damage (but not Lessee's fixtures, equipment or tenant improvements originally paid for by Lessee) to its condition existing at the time of the damage, and this Lease shall continue in full force and effect. (b) Uninsured Loss: Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage which is not an Insured Loss and which falls within the classification of Premises Damage or Premises Building Partial Damage, unless caused by a willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), which damage prevents Lessee from making any substantial use of the Premises, Lessor may at Lessor's option either (i) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (ii) give written notice to Lessee within thirty (30) days after the date of the occurrence of such damage of Lessor's intention to cancel and terminate this Lease as of the date of the occurrence of such damage, in which event this Lease shall terminate as of the date of the occurrence of such damage and Lessee shall vacate the Premises within 180 days. 9.3 PREMISES BUILDING TOTAL DESTRUCTION: OFFICE BUILDING PROJECT TOTAL DESTRUCTION. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this Lease there is damage, whether or not it is an Insured Loss, which falls into the classifications of either (i) Premises Building Total Destruction, or (ii) Office Building Project Total Destruction, then Lessor shall repair such damage or destruction as soon as reasonably 13

possible at Lessor's expense (to the extent the required materials are readily available through usual commercial channels) to its condition existing at the time of the damage, but not Lessee's fixtures, equipment or tenant improvements, and this Lease shall continue in full force and effect or, (iii) either Lessor or Lessee may elect to terminate this Lease upon sixty (60) days prior written notice to the other party (which termination shall be effective as of the date of such total destruction). 9.4 DAMAGE NEAR END OF TERM. (a) Subject to paragraph 9.4(b), if at any time during the last twelve (12) months of the term of this Lease there is substantial damage to the Premises, Lessor or Lessee may cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to the other of its election to do so within 30 days after the date of occurrence of such damage. (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an option to extend or renew this Lease, and the time within which said option may be exercised has not yet expired, Lessee shall exercise such option, if it is to be exercised at all, no later than twenty (20) days after the occurrence of an Insured Loss falling within the classification of Premises Damage during the last twelve (12) months of the term of this Lease, and only if, Lessee duly exercises such option during said twenty (20) day period. Lessor shall, at Lessor's expense, repair such damage, but not Lessee's fixtures, equipment or tenant improvements, as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option during said twenty (20) day period, then Lessor may at Lessor's option terminate and cancel this Lease as of the expiration of said twenty (20) day period by giving written notice to Lessee of Lessor's election to do so within ten (10)days after the expiration of said twenty (20) day period, notwithstanding any term or provision in the grant of option to the contrary. 9.5 ABATEMENT OF RENT: LESSEE'S REMEDIES. (a) In the event Lessor repairs or restores the Building or Premises pursuant to the provisions of this paragraph 9, and any part of the Premises are not usable (including loss of use due to loss of access or essential services), the rent payable hereunder (including Lessee's Share of Operating Expense Increase) for the period during which such damage, repair or restoration continues shall be abated, provided the damage was not the result of the willful act of Lessee. Except for said abatement of rent, if any, Lessee shall have no claim against Lessor for any damage suffered by reason of any such damage, destruction, repair or restoration. (b) If Lessor shall be obligated to repair or restore the Premises or the Building under the provisions of this Paragraph 9 and shall not commence such repair or restoration within ninety (90) days after such occurrence (as such date is extended by any force majeure or unavoidable delays), or if Lessor shall not complete the restoration and repair within six (6) months after such occurrence, Lessee may at Lessee's option cancel and terminate this 14

Lease by giving Lessor written notice of Lessee's election to do so at any time prior to the commencement or completion, respectively, of such repair or restoration. In such event this Lease shall terminate as of the date of such notice. (c) Lessee agrees to cooperate with Lessor in connection with any such restoration and repair, including but not limited to the approval and/or execution of plans and specifications required. 9.6 TERMINATION-ADVANCE PAYMENTS. Upon termination of this Lease pursuant to this paragraph 9, an equitable adjustment shall be made concerning advance rent and any payments made by Lessee to Lessor. 9.7 WAIVER. Lessor and Lessee waive the provisions of any statute which relate to termination of leases when leased property is destroyed and agree that such event shall be governed by the terms of this Lease. 10. REAL PROPERTY TAXES 10.1 PAYMENT OF TAXES. Lessor shall pay the real property tax, as defined in paragraph 10.3, applicable to the Office Building Project subject to reimbursement by Lessee of Lessee's Share of such taxes in accordance with the provisions of paragraph 4.2, expect as otherwise provided in paragraph 10.2. 10.2 ADDITIONAL IMPROVEMENTS. Lessee shall not be responsible for paying any increase in real property tax specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Office Building Project by other lessees or by Lessor for the exclusive enjoyment of any other lessee. Lessee shall, however, pay to Lessor at the time that Operating Expenses are payable under paragraph 4.2(c) the entirety of any increase in real property tax if assessed solely by reason of additional improvements placed upon the Premises by Lessee or at Lessee's request. 10.3 DEFINITION OF "REAL PROPERTY TAX." As used herein, the term "real property tax" shall include any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax, improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed on the Office Building Project or any portion thereof the type of which are generally applicable to other buildings by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Lessor in the Office Building Project or in any portion thereof, as against Lessor's right to rent or other income therefrom, and as against Lessor's business of leasing the Office Building Project. The term "real property tax" shall also include any tax, fee, levy, assessment or charge (i) in substitution of, partially or totally, any tax, fee, levy, assessment or charge hereinabove included within the 15

definition of "real property tax", or (ii) the nature of which was hereinbefore included within the definition of "real property tax," or (iii) which is imposed for a service or right not charged prior to June 1, 1978, or, if previously charged, has been increased since June 1, 1978, or (iv) subject to Paragraph 54(b) of the Addendum, which is imposed as a result of a change in ownership, as defined by applicable local statutes for property tax purposes, of the Office Building Project or which is added to a tax or charge hereinbefore included within the definition of real property tax by reason of such change of ownership, or (v) which is imposed by reason of this transaction, any modifications or changes hereto, or any transfers hereof.

(See Addendum Paragraph 54(b)) 10.4 JOINT ASSESSMENT. If the improvements or property, the taxes for which are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not separately assessed, Lessee's portion of that tax shall be equitably determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information (which may include the cost of construction) as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive. 10.5 PERSONAL PROPERTY TAXES. (a) Lessee shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Lessee contained in the Premises or elsewhere. (b) If any of Lessee's said personal property shall be assessed with Lessor's real property, Lessee shall pay to Lessor the taxes attributable to Lessee within ten (10) days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. UTILITIES. 11.1 SERVICES PROVIDED BY LESSOR. Subject to Lessee's obligations as set forth in Paragraph 4.2 and Addendum Paragraph 54, Lessor shall provide heating, ventilation, air conditioning, and janitorial service as reasonably required, reasonable amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use, and replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. 11.2 SERVICES EXCLUSIVE TO LESSEE. Lessee shall pay for all electricity, water, gas, heat, light, power, telephone and other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxes thereon, to the extent (i) such services are used after normal business hours (8:00 a.m. to 6:00 p.m., Monday through Friday) or (ii) the cost of such services used during normal business hours on a per square foot basis exceeds the Per Foot Rate (as defined in Addendum Paragraph 54 (e)). 16

11.3 HOURS OF SERVICE. Said services and utilities shall be provided 24 hours per day, 7 days per week, except that air conditioning shall be provided during generally accepted business days and hours or such other days or hours as may hereafter be set forth. Air conditioning required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof. Lessee shall have access to the Premises 24 hours per day, 7 days per week. 11.4 EXCESS USAGE BY LESSEE. Lessee shall not, without Lessor's consent which shall not be unreasonably withheld, make connection to the utilities except by or through existing outlets and except for normal office use and Lessee's production and broadcasting use and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security services, over standard office usage for the Office Building Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of breach of this subparagraph by Lessee. Lessor may in its sole discretion install at Lessee's expense supplemental equipment and/or separate metering applicable to Lessee's excess usage or loading. 11.5 INTERRUPTIONS. Subject to Addendum Paragraph 73, there shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or on in cooperation with governmental request or directions. 12. ASSIGNMENT AND SUBLETTING. 12.1 LESSOR'S CONSENT REQUIRED. Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee's interest in the Lease or in the Premises, without Lessor's prior written consent, which Lessor shall not unreasonably withhold. Lessor shall respond to Lessee's request for consent hereunder in a timely manner and any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a material default and breach of this Lease without the need for notice to Lessee under paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include the transfer or transfers aggregating (a) if Lessee is a corporation, more than twenty-five percent (25%) of the voting stock of such corporation, except if the stock is transferred to a purchaser of all or substantially all of the stock or pursuant to a registered offering, or (b) if Lessee is a partnership, more than twenty-five percent (25%) of the profit and loss participation in such partnership. 12.2 LESSEE AFFILIATE. Notwithstanding the provisions of paragraph 12.1 17

hereof, Lessee may assign or sublet the Premises, or any portion thereof without Lessor's consent, to any corporation which controls, is controlled by or is under common control with Lessee, or to any corporation resulting from the merger or consolidation with Lessee, or to any person or entity which acquires all the assets of Lessee as a going concern of the business that is being conducted on the Premises, all of which are referred to as "Lessee Affiliate," provided that before such assignment shall be effective, (a) said assignee shall assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall be given written notice of such assignment and assumption. Any such assignment shall not, in any way, affect or limit the liability of Lessee under the terms of this Lease even if after such assignment or subletting the terms of this Lease are materially changed or altered without the consent of Lessee, the consent of whom shall not be necessary. 12.3 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING. (a) Regardless of Lessor's consent, no assignment or subletting shall release Lessee of Lessee's obligations hereunder or alter the primary liability of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's Share of Operating Expense increase, and to perform all other obligations to be performed by Lessee hereunder. (b) Lessor may accept rent from any person other than Lessee pending approval or disapproval of such assignment. (c) Neither a delay in the approval or disapproval of such assignment or subletting, nor the acceptance of rent, shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for the breach of any of the terms or conditions of this paragraph 12 or this Lease. (d) If Lessee's obligations under this Lease have been guaranteed by third parties, then an assignment or sublease, and Lessor's consent thereto, shall not be effective unless said guarantors give their written consent to such sublease and the terms thereof. (e) The consent by Lessor to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting by Lessee or to any subsequent or successive assignment or subletting by the sublessee. However, Lessor may consent to subsequent sublettings and assignments of the sublease or any amendments or modifications thereto without notifying Lessee or anyone else liable on the Lease or sublease and without obtaining their consent and such action shall not relieve such persons from liability under this Lease or said sublease; however, such persons shall not be responsible to the extent any such amendment or modification enlarges or increases the obligations of the Lessee or sublessee under this Lease or such sublease. (f) In the event of any default under this Lease, Lessor may proceed directly against Lessee, any guarantors or any one else responsible for the performance of this Lease, including the sublessee, without first exhausting Lessor's remedies against any other person or entity responsible therefor to 18

Lessor, or any security held by Lessor or Lessee. (g) Lessor's written consent to any assignment or subletting of the Premises by Lessee shall not constitute an acknowledgement that no default then exists under this Lease of the obligations to be performed by Lessee nor shall such consent be deemed a waiver if any then existing default, except as may be otherwise stated by Lessor at the time. (h) The discovery of the fact that any financial statement relied upon by Lessor in giving its consent to an assignment or subletting was materially false shall, at Lessor's election, render Lessor's said consent null and void. 12.4 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. Regardless of Lessor's consent, the following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessor shall not, by reason of this or any other assignment of such sublease to Lessor nor by reason of the collection of the rents from a sublessee, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee under such sublease. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor (a copy of which shall be sent to Lessee) stating that a default exists in the performance of Lessee's obligations under this Lease, to pay to Lessor the rents due and to become due under the sublease. Lessee agrees that such sublessee shall have the right to rely upon any such statement and request from Lessor, and that such sublessee shall pay such rents to Lessor without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Lessee to the contrary. Lessee shall have no right or claim against said sublessee or Lessor for any such rents so paid by said sublessee to Lessor. (b) No sublease entered into by Lessee shall be effective unless and until it has been approved in writing by Lessor. In entering into any sublease, Lessee shall use only such form of sublessee as is satisfactory to Lessor, and once approved by Lessor, such sublease shall not be changed or modified in any material manner without Lessor's prior written consent. Any sublease shall, by reason of entering into a sublease under this Lease, be deemed, for the benefit of Lessor, to have assumed and agreed to conform and comply with each and every obligation herein to be performed by Lessee other than such obligations as are contrary to or inconsistent with provisions contained in a sublease to which Lessor has expressly consented in writing. (c) In the event Lessee shall default in the performance of its obligations under this lease, Lessor at its option and without any obligation to do so, may require any sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of Lessee under such sublease from the time of 19

the exercise of said option to the termination of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to Lessee or for other prior defaults of Lessee under such sublease. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent or as otherwise provided herein. (e) With respect to any subletting to which Lessor has consented, Lessor agrees to deliver a copy of any notice of default by Lessee to the sublessee. Such sublessee shall have the right to cure a default of Lessee within three (3) days after service of said notice of default upon such sublessee, and the sublessee shall have a right of reimbursement and offset from and against Lessee for any such defaults cured by the sublessee. 12.5 LESSOR'S EXPENSES. In the event Lessee shall request the consent of Lessor to any assignment or subletting or if Lessee shall request the consent of Lessor for any act Lessee proposes to do, then Lessee shall pay Lessor's reasonable costs and expenses incurred in connection therewith, including attorneys', architects', engineers', or other consultants' fees. 12.6 CONDITIONS TO CONSENT. Lessor reserves the right to condition any approval to assign or sublet upon Lessor's determination that (a) the proposed assignee or sublessee shall conduct a business on the Premises of a quality substantially equal to that of Lessee and consistent with the general character of the other occupants of the Office Building Project and not in violation of any exclusives or rights then held by other tenants, and (b) the proposed assignee or sublessee be at least as financially responsible as Lessee was expected to be at the time of the execution of this Lease or of such assignment or subletting, whichever is greater. 13. DEFAULT: REMEDIES. 13.1 DEFAULT. The occurrence of any one or more of the following events shall constitute a material default of this Lease by Lessee: (a) The abandonment of the Premises by Lessee. (c) The failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as and when due where such failure shall continue for a period of ten (10) days after written notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes. such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph. 20

(d) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee other than those referenced in subparagraphs (b) and (c), above, where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's noncompliance is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. To the extent permitted by law, such thirty (30) day notice shall constitute the sole and exclusive notice required to be given to Lessee under applicable Unlawful Detainer statutes. (e) (i) The making by Lessee of any general arrangement or general assignment for the benefit of creditors: (ii) Lessee becoming a "debtor" as defined in 11 U.S.C. (S)101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days;(iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of the Lessee's assets located at the Premises or of Lesses's interest in this Lease, where such seizure is not discharged within thirty (30) days. In the event that any provision of this paragraph 13.1(e) is contrary to any applicable law, such provision shall be of no force or effect. (f) The discovery by Lessor that any financial statement given to Lessor by Lessee, or its successor in interest or by any guarantor of Lessee's obligation hereunder, was materially false. 13.2 REMEDIES. In the event of any material default or breach of this Lease by Lessee, Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease and the term hereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of recovering possession of the Premises: expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and any real estate commission actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided: that portion of the leasing commission paid by Lessor pursuant to paragraph 15 applicable to the unexpired term of this Lease. (b) Exercise the remedy described in California Civil Code Section 21

1951.4 or any successor section. (c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state wherein the Premises are located. Unpaid installments of rent and other unpaid monetary obligations of Lessee under the terms of this Lease shall bear interest from the date five (5) days after such payment is due at the lesser of 2% over the prime rate of Citibank, N.A. or the maximum rate then allowable by law. 13.3 DEFAULT BY LESSOR. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if Lessor commences performance within such 30day period and thereafter diligently pursues the same to completion. (See Addendum Paragraph 72.) 13.4 LATE CHARGES. Lessee hereby acknowledges that late payment by Lessee to Lessor of Base Rent, Lessee's Share of Operating Expense increase or other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, late charges which may be imposed on Lessor by the terms of any mortgage or trust deed covering the Office Building Project. Accordingly, if any installment of Base Rent, Operating Expense Increase, or any other sum due from Lessee shall not be received by Lessor or Lessor's designee within ten (10) days after notice that such amount shall be due, then Lessee shall pay to Lessor a late charge equal to 6% of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the costs Lessor will incur by reason of late payment by Lessee. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. 14. CONDEMNATION. If the Premises or any portion thereof or the Office Building Project are taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if the Premises or any portion thereof are taken such that Lessee is unable to continue to operate Lessee's business in the Premises (which shall be defined as a "material" portion of the Premises), Lessee shall the option, to be exercised only in writing within thirty (30) days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date 22

condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent and Lessee's Share of Operating Expense Increase shall be reduced in the proportion that the floor area of the Premises taken bears to the total floor area of the Premises. Common Areas taken shall be excluded from the Common Areas usable by Lessee and no reduction of rent shall occur with respect thereto or by reason thereof. If the portion of the Project taken is so much as to render the Project a not viable office project then Lessor shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Lessee of such election with thirty (30) days after receipt of notice of a taking by condemnation of any part of the Premises or the Office Building Project. Any award for the taking of all or any part of the Premises or the Office Building Project under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, or as severance damages; provided, however, that Lessee shall be entitled to any separate award for loss of or damage to Lessee's trade fixtures, removable personal property and unamortized tenant improvements that have been paid for by Lessee. For that purpose the cost of such improvements shall be amortized over the original term of this Lease excluding any options. In the event that this Lease is not terminated by reason of such condemnation. Lessor shall to the extent of severance damages received by Lessor in connection with such condemnation, repair any damage to the Premises caused by such condemnation except to the extent that Lessee has been reimbursed thereof by the condemning authority. 15. BROKER'S FEE. (a) The brokers involved in this transaction are CB Commercial as "listing broker" licensed real estate broker(s). A "cooperating broker" is defined as any broker other than the listing broker entitled to a share of any commission arising under this Lease. Upon execution of this Lease by both parties, Lessor shall pay to said brokers jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth in a separate agreement between Lessor and said broker(s). 16. ESTOPPEL CERTIFICATE. (a) Each party (as "responding party") shall at any time upon not less than ten (10) business days' prior written notice from the other party ("requesting party") execute, acknowledge and deliver to the requesting party a statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date 23

to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to the responding party's knowledge any uncured defaults on the part of the requesting party, or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Office Building Project or of the business of Lessee. (b) At the requesting party's option, the failure to deliver such statement within such time shall be a material default of this Lease by the party who is to respond, without any further notice to such party, or it shall be conclusive upon such party that (i) this Lease is in full force and effect, without modification except as may be represented by the requesting party, (ii) there are no uncured defaults in the requesting party's performance, and (iii) if Lessor is the requesting party, not more than one month's rent has been paid in advance. (c) If Lessor desires to finance, refinance, or sell the Office Building Project, or any part thereof, Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor such financial statements of Lessee as may be reasonably required by such lender or purchaser; provided, however, that prior to such delivery Lessee shall have received from Lessor, and such lender or buyer, as applicable, a commercially reasonable confidential agreement executed by such party or parties. Such statements shall include the past three (3) years financial statements of Lessee. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17. LESSOR'S LIABILITY. The term "Lessor" as used herein shall mean only the owner or owners at the time in question of the fee title or a lessee's interest in a ground lease of the Office Building Project, and except as expressly provided in paragraph 15, in the event of any transfer of such title or interest. Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer of all liability as respects Lessor's obligations thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownership. 18. SEVERABILITY. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. 20. TIME OF ESSENCE. Time is of the essence with respect to the obligations to be performed under this Lease. 21. ADDITIONAL RENT. All monetary obligations of Lessee to Lessor under the terms of this Lease, including but not limited to Lessee's Share of Operating 24

Expense increase and any other expenses payable by Lessee hereunder shall be deemed to be rent. 22. INCORPORATION OF PRIOR AGREEMENTS: AMENDMENTS. This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employee or agents or any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of the Premises or the Office Building Project and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease. 23. NOTICES. Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by certified or registered mail. Mailed notices shall be deemed given upon actual receipt at the address required, or forty-eight hours following deposit in the mail, postage prepaid, whichever first occurs. Either party may by notice to the other specify a different address. A copy of all notices required or permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate by notice to Lessee. 24. WAIVERS. No waiver by Lessor of any provision hereof shall be deemed a waiver of any other provision hereof of any subsequent breach by Lessee of the same or any other provision. Lessor's consent to, or approval of, any act shall not be deemed to rendered necessary the obtaining of Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so accepted regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such rent. 25. RECORDING. Either Lessor or Lessee shall, upon request of the other, execute, acknowledge and deliver to the other a "short form" memorandum of this Lease for recording purposes. 27. CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. COVENANTS AND CONDITIONS. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition. 29. BINDING EFFECT: CHOICE OF LAW. Subject to any provisions hereof 25

restricting assignment or subletting by Lessee and subject to the provisions of paragraph 17, this Lease shall bind the parties, their personal representatives, successors and assigns. This Lease shall be governed by the laws of the State where the Office Building Project is located and any litigation concerning this Lease between the parties hereto shall be initiated in the county in which the Office Building Project is located. 30. SUBORDINATION. (a) This Lease, and any Option or right of first refusal granted hereby, at Lessor's option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon the Office Building Project and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee's right to quiet possession of the Premises in accordance with this Lease shall not be disturbed if Lessee is not in default and so long as Lessee shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Lessee, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (b) Lessee agrees to execute any documents required to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Lessee's failure to execute such documents within ten (10) business days after written demand shall constitute a material default by Lessee hereunder without further notice to Lessee or, at Lessor's option. Lessor shall execute such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute such documents in accordance with this paragraph 30(b). 31. ATTORNEYS' FEES. 31.1 If either party or the broker(s) named herein bring an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, trial or appeal thereon, shall be entitled to his reasonable attorneys' fees to be paid by the losing party as fixed by the court in the same or a separate suit, and whether or not such action is pursued to decision or judgment. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce a right hereunder. 31.2 The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred in good faith. 26

32. LESSOR'S ACCESS. 32.1 Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times on reasonable notice for the purpose of inspecting the same, performing any service required of Lessor, showing the same to prospective purchasers, lenders, or lessees, taking such safety measures, erecting such scaffolding or other necessary structures, making such alterations, repairs, improvements or additions to the Premises or to the Office Building Project as Lessor may reasonably deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no unreasonable adverse effect to Lessee's use of or any decrease in the size of, the Premises. Lessor may at any time place on or about the Building any ordinary "For Sale" signs and Lessor may at any time during the last 120 days of the term hereof place on or about the Building any ordinary "For Lease" signs. Lessors shall minimize interfering with Lessee's use of the Premises in the exercise of its rights under this Paragraph. 32.2 All activities of Lessor pursuant to this paragraph shall be without abatement of rent, nor shall Lessor have any liability to Lessee for the same. 32.3 Lessor shall have the right to retain keys to the Premises and to unlock all doors in or upon the Premises other than to files, vaults and sales, and in the case of emergency to enter the Premises by any reasonably appropriate means, and any such entry shall not be deemed a forceable or unlawful entry or detainer of the Premises or an eviction. Lessee waives any charges for damages or injuries or interference with Lessee's property or business in connection therewith. 33.AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily any auction upon the Premises or the Common Areas without first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to grant such consent. The holding of any auction on the Premises or Common Areas in violation of this paragraph shall constitute a material default of this Lease. 34.SIGNS. Subject to Paragraph 63 of the Addendum, Lessee shall not place any sign upon the Premises or the Office Building Project without Lessor's prior written consent. Under no circumstances shall Lessee place a sign on any roof of the Office Building Project. 35.MERGER. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all of such subtenancies. 27

36.CONSENTS. Except as otherwise provided herein, wherever in this Lease the consent of one party is required to an act of the other party such consent shall not be unreasonably withheld or delayed. 37.GUARANTOR. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease. 38.QUIET POSSESSION. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, conditions and provisions on Lessee's part to be observed and performed hereunder. Lessee shall have quiet possession of the Premises for the entire term hereof subject to all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrant to Lessee that they are fully authorized and legally capable of executing this Lease on behalf of Lessor and that such execution is binding upon all parties holding an ownership interest in the Office Building Project. 40.SECURITY MEASURES--LESSOR'S RESERVATIONS. 40.1 Lessee hereby acknowledges that Lessor shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Office Building Project. Lessee assumes all responsibility for the protection of Lessee, its agents, and invitees and the property of Lessee and of Lessee's agents and invitees from acts of third parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option, from providing security protection for the Office Building Project or any part thereof, in which event the cost thereof shall be included within the definition of Operating Expenses, as set forth in paragraph 4.2(b). 40.2 Lessor shall have the following rights: (a) To change the name, address or the title of the Office Building Project or building in which the Premises are located upon not less than 90 days prior written notice; (b) To provide and install Building standard graphics on the door of such portions of the Common Areas as Lessor shall reasonably deem appropriate; (c) To permit any lessee the exclusive right to conduct any business as long as such exclusive does not conflict with any rights expressly given herein; (d) To place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the buildings or the Office Building Project or on pole signs in the Common Areas; 40.3 Lessee shall not: (b) Suffer or permit anyone, except in emergency, to go upon the roof of the Building except as permitted by this Lease. 28

41. EASEMENTS. 41.1 Lessor reserves to itself the right, from time to time, to grant such easements, rights and dedications that Lessor deems necessary or desirable, and to cause the recordation of Parcel Maps and restrictions, so long as such easements, rights, dedications, Maps and restrictions do not unreasonably interfere with the use of the Premises or the Common Areas by Lessee. Lessee shall sign any of the aforementioned documents (provided same shall create no obligations or liability of Lessee) upon request of Lessor and failure to do so shall constitute a material default of this Lease by Lessee without the need for further notice to Lessee. 41.2 The temporary obstruction of Lessee's view, air, or light by any structure erected in the vicinity of the Building by third parties, shall in no way affect this Lease or impose any liability upon Lessor. 42.PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to any amount or sum of money to be paid by one party to the other under the provisions hereof, the party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of said party to institute suit for recovery of such sum if it shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part thereof said party shall be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease. Initials:_____________ C 1984 American Industrial Real Estate Association FULL SERVICE-GROSS 29

43. AUTHORITY. If Lessee is a corporation, trust or general or limited partnership, Lessee represents and warrants that such individual signing this Lease is duly authorized to execute and deliver this Lease on behalf of said entity if Lessee is a corporation trust or partnership. Lessee shall, within thirty (30) days after execution of this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor. 44. CONFLICT. Any conflict between the printed provisions, Exhibits or Addenda of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions. 45. NO OFFER. Preparation of this Lease by Lessor or Lessor's agent and submission of same to Lessee shall not be deemed an offer to Lessee to lease. This Lease shall become binding upon Lessor and Lessee only when executed by both parties. 46. LENDER MODIFICATION. Lessee agrees to make such reasonable modifications to this Lease as may be reasonably required by an institutional lender in connection with the obtaining of normal financing or refinancing of the Office Building Project provided same shall not increase Lessee's obligations, decrease Lessee's rights or remedies, increase Lessor's rights or remedies or decrease Lessor's obligations. 47. MULTIPLE PARTIES. If more than one person or entity is named as either Lessor or Lessee herein, except as otherwise expressly provided herein, the obligations of the Lessor or Lessee herein shall be the joint and several responsibility of all persons or entities named herein as such Lessor or Lessee, respectively. 48. WORK LETTER. This Lease is supplemented by that certain Work Letter of even date executed by Lessor and Lessee, attached hereto as Exhibit C, and incorporated herein by this reference. 49. ATTACHMENTS. Attached hereto are the following documents which constitute a part of this Lease: Addendum Paragraph 50 through 82
-Exhibit "A" - Floor Plan --

30

Exhibit "B" - Site Plan Exhibit "C" - Final Plans Exhibit "D" - Notice of Lease Term Dates Exhibit "E" - Rules and Regulations LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
LESSOR LESSEE VALENCIA PARAGON ASSOCIATES, LTD., a UNISTAR COMMUNICATION GROUP, INC., California Limited Partnership a Delaware corporation --------------------------------------------------------------------------By /s/ Jeremy B. Fletcher ---------------------------------------------------------------------Jeremy B. Fletcher Its General Partner -------------------------------------------------------By /s/ William B. Lockett

William B. Lockett Its Sr. V.P. Administration

By /s/ J.B. Allen ---------------------------------------------------------------------Jeffrey B. Allen Its General Partner --------------------------------------------------------

By /s/ William J. Hogan

William J. Hogan Its President

31

Executed at Executed at Unistar on on January 9, 1992 Address Address 1675 Broadway New York, NY 10019 c 1984 American Industrial Real Estate Association FULL SERVICE--GROSS PAGE 10 OF 10 PAGES For these forms write or call the American Industrial Real Estate Association, 350 South Figueroa Street, Suite 275, Los Angeles CA 90071 (213) 687-8777 c 1984 -By American Industrial Real Estate Association All rights reserved. No part of these words may be reproduced in any form without permission in writing. 32

ADDENDUM TO STANDARD OFFICE LEASE GROSS THIS ADDENDUM TO STANDARD OFFICE LEASE - GROSS ("Addendum") is made and entered into by and between VALENCIA PARAGON ASSOCIATES, LTD., a California Limited Partnership ("Lessor"), and UNISTAR COMMUNICATIONS GROUP, INC., a Delaware corporation ("Lessee"), as of the date set forth on the first page of that certain Standard Office Lease - Gross (the "Lease") between Lessor and Lessee to which this Addendum is attached and incorporated. The terms, covenants and conditions set forth herein are intended to and shall have the same force and effect as if set forth at length in the body of the Lease. To the extent that the provisions of this Addendum are inconsistent with any provisions of the Lease, the provisions of this Addendum shall supersede and control. 50. Improvements by Lessor. (a) Scope of Improvements. Lessor and Lessee hereby acknowledge and agree that the Premises shall be constructed by Lessor on a "turn-key" basis, at Lessor's expense (the "Lessee Improvements"), in accordance with the procedures set forth herein. (b) Space Plans and Final Plans. If the plans and specifications attached hereto, if any, are the final plans for the Lessee Improvements, as approved by Lessor in writing, such final plans and specifications shall be hereinafter referred to as the "Final Plans" and the remainder of this Paragraph shall be inoperative. Otherwise, Lessee shall cause Lessee's architect to prepare, at Lessee's cost (which cost shall be reimbursed by Lessor up to a total of Three Thousand Seven Hundred Eighty-Three and 48/100 Dollars ($3,783.48), a detailed space plan sufficient to convey the architectural design of the Premises, including without limitation, the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements, together with reflective ceiling plans ("Lessee's Space Plans"). If Lessor shall disapprove of any portion of Lessee's Space Plans, Lessor shall advise Lessee of those revisions, and the reasons therefor, reasonably required by Lessor. Lessee shall then submit to Lessor, for Lessor's approval, a redesign of Lessee's Space Plans, incorporating the revisions required by Lessor, as modified by Lessee, which modifications must be approved by Lessor. Based upon such approved Lessee's Space Plans, Lessor at its cost shall prepare specifications and working drawings for the construction of any Lessee Improvements (the "Final Plans"). Thereafter, Lessor shall deliver the Final Plans to Lessee, and within six (6) business days after Lessee's receipt thereof, Lessee shall notify Lessor in writing of either Lessee's approval or disapproval thereof, including any corrections or changes required by Lessee to the Final Plans. Lessor shall cause Lessor's architect to prepare and deliver to Lessee, at Lessor's cost, revised Final Plans which incorporate Lessee's proposed changes, provided such proposed changes (i) are reasonable, and (ii) are made in good-faith and with 33

particularity and precision. In the event Lessor does not receive written notice from Lessee for any requested changes to the Final Plans within the time period specified herein, the Final Plans shall be conclusively deemed approved by Lessee. (c) Procedure for Construction of Lessee Improvements. Following final approval of the Final Plans, Lesser shall rely upon the Final Plans and use Lessor's commercially reasonable efforts to complete the Lessee Improvements described in the Final Plans prior to March 15, 1992. Notwithstanding anything to the contrary set forth in this Lease, the "Commencement Date" shall be the later of March 15, 1992 or the date which is three (3) days following Lessor's notice to Lessee that the Lessee Improvements have been "substantially completed" (as defined below) and Lessor tenders possession of the Premises to Lessee. The Term of this Lease shall expire on the last day of the month in which occurs the tenth (10th) anniversary of the Commencement Date (the "Expiration Date"). For the purposes of this Paragraph only, the Lessee Improvements shall be conclusively deemed "substantially completed" when all Lessee Improvements described in the Final Plans are completed as certified by Lessor's architect, except for minor items (e.g., "punch-list" items) which can be completed by Lessor after the Commencement Date of the Term with only minor interference with the conduct of Lessee's business in the Premises. In the event that Lessor has not substantially completed the Lessee Improvements by the "Outside Date", which shall br March 15, 1992, as such date may be extended by the number of days of Force Majeure delays (as defined below) (up to a maximum of sixty (60) days of Force Majeure Delays) or Lessee Delays, which number(s) shall be disclosed to Lessee in a written notice from Lessor's contractor promptly upon learning of the delay, then Lessee shall be entitled to receive one additonal day of free Base Rent for every day that the Lessee Improvements are not substantially completed thereafter, and furthur, if the Lessee Improvements are not substantially completed by the "Outside Date", as such date is extended by the number of days of Force Majeure Delays and/or Lessee Delays, then the sole remedy of Lessee shall be the right to deliver a notice to the Lessor (the "Termination Notice") electing to terminate this Lease effective upon receipt of the Termination Notice by Lessor (the "Effective Date"). Except as provided herein below, the Termination Notice must be delivered by Lessee to Lessor, if at all, not earlier than the Outside Date , as extended, and not later than ten (10) business days after the Outside Date, as extended, and upon the effective termination of this Lease any money paid by Lessee to Lessor with respect to this Lease shall be refunded to Lessee. If Lessee elects not to terminate this Lease, as set forth above (i) Lessor shall continue to construct the Lessee Improvements to completion, (ii) Lessee shall be entitled to receive the Base Rent abatement set forth above in this Paragraph 50(c) and (iii) if the Lessee Improvements are not substantially completed by the forty-fifth (45th) day following the Outside Date as extended, Lessee shall again have the right to terminate this Lease within ten (10) business days following that forty-fifth (45th) day. "Force Majeure Delays" shall mean and refer to a period of delay or delays encountered by Lessor affecting the work of construction of the Lessee Improvements because of delays due to excess time in obtaining governmental 34

permits or approvals beyond the time period normally required to obtain such permits or approvals for similar space similarly improved in comparable buildings (if not caused by Lessor's act or failure to act); fire, earthquake or other acts of God; acts of public enemy; riot; insurrection; governmental regulations of the sales of materials and supplies or the transportation therof; strikes or boycotts; shortages of material or labor or any other cause beyond a reasonable control of Lessor. (d) Changes. If Lessee requests any change, addition or alteration to the Final Plans or in Lessor's construction and completion of the Lessee Improvements ("Changes"), Lessor shall promptly give Lessee an estimate of the cost of such Changes and the resulting delay (if any) in the delivery of the Premises to Lessee. Within three (3) business days after Lessee's receipt of such written estimate from Lessor, Lessee shall give Lessor written notice indicating whether or not Lessee elects to proceed with any such Changes. If Lessee elects to proceed with such Changes Lessor shall, at Lessee's sole cost and expense, promptly make such Changes. If Lessee elects not to proceed with such Changes or fails to timely notify Lessor of Lessee's election within such three (3) business day period, Lessor shall complete the Lessee Improvements in the Premises without making such Changes. Any delay caused by Lessee's request for such Changes or the construction of such Changes, shall not, in any event, delay the Commencement Date, which shall occur on the date it would have occurred but for such Changes. (e) Unavoidable Delays. If the performance by Lessor of any act required herein or elsewhere in the Lease is prevented or delayed by reason of strikes, lockouts, labor disputes, governmental delays, acts of God, fire, floods, earthquake, epidemics, freight embargoes; unavailability of materials and supplies, development moratoriums imposed by any governmental authority, or any other cause beyond the reasonable control of Lessor (including any "Lessee Delay" (as hereinafter defined)), Lessor shall be excused from performance for the time period equal to the time period of the prevention or delay. (f) Lessee Delays. To the extent that the Commencement Date has not occurred because Lessor was delayed in substantially completing the Lessee Improvements as a result of the following (collectively, "Lessee Delays"): (i) Lessee's failure to complete any action item on or before the due date which is the responsibility of Lessee to complete, or (ii) Lessee's request for Changes or the construction of such Changes by Lessor, or (iii) Lessee's untimely request for materials, finishes, or installations requiring long lead times, or (iv) Any delay by Lessee in making any payment(s) to Lessor, or (v) Any act or failure to act by Lessee, Lessee's employees, agents, architects, independent contractors, consultants and/or any other person 35

performing or required to perform services on behalf of Lessee, then as soon as reasonably possible following the Commencement Date, Lessor shall deliver to Lessee a reasonably detailed statement of the net number of days of Lessee Delays, determined on a critical path basis, and Lessee shall pay to Lessor, as additional rent under the Lease, the product of the per diem monthly rent payable by Lessee for the Premises multiplied by the number of days that such Lessee Delays caused the Commencement Date to be delayed, such payment to be made to Lessor within thirty (30) days after Lessee's receipt of Lessor's written demand therefor.
(g) Schedule for Improvements. Action (i) Submission of Lessee's Space Plans to Lessor (ii) Delivery of written notice 10/31/91 approving or disapproving Lessee's Space Plans (iii) Submission of Final Plans to Lessee (iv) Delivery of written notice approving or disapproving Final Plans (v) Commencement of construction Responsibility Lessee Due Date 10/24/91

Lessor

Lessor

11/29/91

Lessee

12/1/91

Lessor

1/15/92

(vi) Substantial completion of Lessee Improvements and obtaining temporary Certificate of Occupancy for Premises

Lessor

3/15/92

(h) Access. Lessor agrees that prior to substantial completion of the Lessee Improvements, if any portion of the Premises may be entered by Lessee or Lessee's employees without interfering with Lessor's work of construction of the Lessee Improvements, then Lessee shall be entitled reasonable access to such portion of the Premises in order to install Lessee's furniture, fixtures, equipment and personal property for use in the Premises ("Lessee's Fixturizing Work"). Such access by Lessee and Lessee's Fixturizing Work shall be subject to all the following terms and conditions: (i) Lessee and Lessee's employees shall be subject to and shall work under the rules and direction of Lessor and Lessor's general contractor. If in the reasonable judgment of Lessor or Lessor's general contractor such 36

access or work shall or may interfere with construction of the Lessee Improvements, detrimentally affect Lessor's ability to comply with its commitments for substantially completing the Lessee Improvements, or cause labor difficulties, Lessor and/or Lessor's general contractor shall have the right to order any or all Lessee's Fixturizing Work to cease upon twenty-four (24) hours notice, and Lessee shall immediately comply with such order, and if necessary, remove from the Premises all of its tools, equipment and materials. (ii) Lessee shall: (A) furnish Lessor with sufficient evidence that Lessee and its contractors are carrying workmen's compensation insurance in statutory required amounts, together with general liability insurance naming Lessor, Lessor's lender and managing agent as additional insureds, in accordance with the Lease; (B) comply with all applicable laws, regulations, permits and other approvals applicable to such access and Lessee's Fixturizing Work; and (C) not interfere with or delay in any manner the construction of the Lessee Improvements. Lessee shall not be required to pay rent to Lessor by reason of lessees access or Lessens Fixturizing Work pursuant to this Subparagraph 51(h) (iii) Lessee indemnifies and agrees to protects defend and hold Lessor, its constituent partners, and their respective agents, Officers and employees, harmless from and against any and all losses, costs, liabilities, damages, demands, claims, causes of action and expenses (including attorneys fees and court costs) by reason of damage to the Project, Building, Premises or the property of others Indoor personal injury, including death, which may arise from Lessee's access and Lessee's fixturizing Work pursuant to this Subparagraph 50(h), whether caused by Lessee, Lessee's contractor or any subcontractor, or anyone directly or indirectly employed by any of them. The provisions of Paragraphs 8.7 of the Lease and Addendum Paragraph 70 regarding indemnification are expressly incorporated herein by this reference. (i) Cleaning. Lessor agrees to thoroughly clean, as necessary, the Premises before and immediately after Lessee's move into the Premises. (j) Notice of Lease Term Dates. Once the actual Commencement Date is determined, the parties shall execute a Notice of Lease Term Dates setting forth such date in the form shown in Exibit "D". (k) Deposit for Tennant Improvements. Notwithstanding anything to the contrary set forth in this Lease, upon execution hereof, Lessee shall deposit Two Hundred Twenty Thousand and No/100 Dollars ($220,000.00) ("Initial Tenant Improvement Deposit") in cash into an escrow account ("Escrow Account") with an escrow agent ("Escrow Agent") and pursuant to an escrow agreement mutually acceptable to Lessor and Lessee, which Initial Tenant Improvement Deposit amount is an estimate of the cost to be incurred by Lessor for construction of the Tenant Improvements, and related occupancy costs, through and including January 31, 1992. If, and only if, Lessee and that certain banking group headed by Chase Manhattan Bank, N.A. ("Bank Group"), with which Lessee is currently negotiating a restructuring of Lessee's debt, have not executed an agreement evidencing such restructuring (the "Restructuring Agreement") on or 37

before February 1, 1992, Lessee shall deposit in the Escrow Account commencing February 1, 1992, and every fourteen (14) days thereafter, an amount equal to one-half (1/2) of the estimated costs to be incurred by Lessor in construction of the Tenant Improvements, as reasonably determined by Lessor and communicated to Lessee in writing, for the fourteen (14) day period immediately following the applicable deposit date (collectively, "Secondary Tenant Improvement Deposit"); provided that in no event shall the Secondary Tenant Deposit exceed the aggregate amount of $259,205.00. The Initial Tenant Improvement Deposit and the Secondary Tenant Improvement Deposit shall hereinafter be referred to as the "Total Tenant Improvement Deposit". In the event Lessee and the Bank Group execute the Restructuring Agreement on or before March 31, 1992, then, in such event, Lessor and Lessee shall each deliver written instructions to the Escrow Agent directing the Escrow Agent to release the Total Tenant Improvement Deposit to Lessee. In the event, however, that the Restructuring Agreement is not mutually executed on or before March 31, 1992, Lessor and Lessee shall deliver written instructions to the Escrow Holder directing the Escrow Holder to release the Total Tenant Improvement Deposit to Lessor, and Lessor shall thereafter hold the Total Tenant Improvement Deposit as security for Lessee's timely performance of its obligations under this Lease until such time as Lessor receives written notice from Lessee and confirmation from the Bank Group that the Restructuring Agreement has been executed by Lessee and the Bank Group. Within three (3) business days following receipt of such notice, Lessor shall deliver to Lessee the Total Tenant Improvement Deposit, including any interest accrued thereon, to Lessee; provided, however, if at any time during the then remaining Term Lessee defaults under the Restructuring Agreement, whether material or otherwise, Lessee shall deliver to Lessor written notice of such default within three (3) business days of the date of the default, and shall deliver to Lessor within seven (7) additional business days an amount equal to six (6) times the then current monthly Base Rent due under this Lease, which amount shall be held by Lessor as security for Lessee's timely performance of its obligations under this Lease until such time as Lessor receives written notice from the Bank Group (or an agent of the Bank Group) that said default has been cured or waived, at which time Lessor shall, within ten (10) business days of such notice, return such amount to Lessee. The failure of Lessee to perform any of its obligations under this Paragraph 50(k) shall constitute a material default under this Lease. 51. Abatement of Base Rent. Notwithstanding anything to the contrary set forth in Paragraph 1 of this Lease, and provided that Lessee has performed all of the terms and conditions of this Lease, following the giving of any required notice and the expiration of the applicable cure period, Lessor hereby agrees to abate Lessee's obligation to pay Base Rent for months two (2), three (3), four (4), five (5), six (6), seven (7), eight (8), and nine (9) of the Term. Lessee shall still be responsible for the payment of all other amounts payable by Lessee under this Lease. In the event of a default by Lessee pursuant to the terms of this Lease, and Landlord's subsequent termination of this Lease, as part of the recovery permitted by Lessee, Lessor shall be entitled to recover the Base Rent which is abated hereunder. 38

52. Parking. Notwithstanding anything to the contrary set forth in Paragraph 2.2 of the Lease, in addition to the space allocated to Lessee, Lessee may be entitled to use, during the Term, the parking areas associated with the Premises for parking by Lessee, and Lessee's employees, visitors and customers, subject to any rules and regulations promulgated by or parking fees charged by Lessor (which fees for Lessee shall be free during the initial term of this Lease), as the same may be established from time to time. All responsibility for damage and theft to vehicles is assumed by Lessee and Lessee's employees, visitors and customers. Lessee shall repair or cause to be repaired, at Lessee's sole cost and expense, any and all damage to the Building and the Office Building Project caused by Lessee's, or Lessee's employees', visitors', or customers' use of such parking areas therein. 53. Base Rent Increase. Notwithstanding anything to the contrary set forth in Paragraphs 1.6 and 1.7 of the Lease and commencing and effective upon the first day of the sixtieth (60th) month after the Commencement Date (the "Rent Adjustment Date") the Base Rent payable by Lessee to Lessor (in accordance with Paragraph 4.1 of the Lease) shall be adjusted to $52,294.00 per month (i.e.,$1.6586 per rentable square foot on the Premises). 54. Operating Expenses. Notwithstanding anything to the contrary set forth in the Lease: (a) Lessee shall pay Lessee's Share of the Operating Expense Increase for each calendar year of the Term (as estimated by Lessor); provided, however, that Lessee's Share of Operating Expense Increase shall not increase by more than thirteen percent (13%), cumulative and compounded, from year to year. Lessor shall notify Lessee of such estimate at the outset of each calendar year of the Term, and such estimate shall be payable by Lessee in monthly installments concurrently with Lessee's monthly payments of Base Rent (in accordance with the Lease). Lessor may increase such estimate (not more often than once in any given year of the Term), in good-faith, and Lessee shall pay the difference between what Lessee would have paid had such estimate been in effect from the outset of such calendar year and what Lessee actually paid, and Lessee's subsequent monthly installments of such payments shall likewise be adjusted to reflect such increase. Following the end of each calendar year of the Term, Lessor shall determine and notify Lessee in writing of the actual Operating Expenses incurred by Lessor for the Building and for the Office Building Project. If the actual Operating Expenses exceed the estimated expenses, Lessee shall pay the difference to Lessor concurrent with Lessee's next monthly installment of Base Rent. If the estimated expenses exceed the actual Operating Expenses, Lessor shall credit the difference against Lessee's next monthly installment of Rent. Lessor's failure to notify Lessee of Lessee's estimate of the Operating Expenses prior to the Commencement Date of the Term or prior to the commencement of any calendar year of the Term, shall not foreclose Lessor from collecting, following such notification, those estimated Operating Expenses, which expenses (or balance) shall be due concurrently with Lessee's next monthly installment of rent; provided, however, that if Lessor fails to notify Lessee of Lessee's estimated Operating 39

Expenses for the upcoming calendar year, Lessee shall continue to pay such Operating Expenses in effect for the prior calendar year until such time as Lessee is notified in writing of Lessor's estimate for the then-current calendar year. Operating Expenses for a partial month shall be prorated based on a three hundred sixty (360) day calendar year. (b) "Operating Expenses" shall be defined to include all expenses set forth in Paragraph 4.2(d) of the Lease and all reasonable expenses incurred by Lessor in operating, maintaining and repairing the Building and the Office Building Project, as determined by standard accounting practices, including, but not limited to: rent taxes, gross receipts taxes (whether assessed against Lessor or assessed against Lessee and paid by Lessor, or both); water and sewer charges; the cost of janitorial services, security and labor; surcharges or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations promulgated by any federal, state or local governmental authority in connection with the use or occupancy of the Building or the Office Building Project; the cost (amortized over the reasonably anticipated useful life of the asset, together with interest at the prevailing prime rate plus two percent (2%) on the unamortized balance) of (i) any capital improvements made to the Building or the Office Building Project by Lessor to the extent such capital improvements reduce Operating Expenses or which are made to the Building or the Office Building Project by Lessor after the commencement date of the Term as required pursuant to any law or regulation that was not applicable at the time they were constructed, or (ii) replacement of any equipment needed to operate the Building at a consistent level or quality, but only in the event that such equipment (A) is malfunctioning or non-functioning and the repair of such equipment would not be economically feasible when compared to the cost of replacement, or (B) is otherwise due for replacement in the ordinary course of its reasonably anticipated useful life; costs incurred in the management of the Building or the Office Building Project, if any, including a fair market management fee, supplies, wages and salaries of employees used in the management, operation and maintenance of the Building and the Office Building Project, and payroll taxes and similar governmental charges with respect thereto; the cost of air-conditioning, waste disposal, heating and ventilating; the cost of elevator maintenance, supplies, materials, equipment and tools; the reasonable costs of repair and maintenance of the Building and the Office Building Project, including payroll expenses and rental of personal property used in connection therewith; reasonable costs of gardening and landscaping; reasonable costs of maintaining signs; personal property taxes levied on or attributable to personal property used in connection with the operation, maintenance and repair of the Building or the Office Building Project; reasonable audit or verification fees; and the costs of lighting, cleaning, refuse removal and similar items, including appropriate reserves, of the Building and the Office Building Project. Operating Expenses shall not include depreciation on the Building or the Office Building Project or any equipment therein, Lessor's executives' salaries or any real estate brokers commissions, legal fees, judgments, financing expenses, debt service or ground rent. Furthermore, real property taxes shall not include increases in real property taxes attributable to the sale, refinance or other transfer of 40

ownership of the Building prior to the second (2nd) anniversary of the Commencement Date. (c) Notwithstanding the foregoing, the following shall not be included in Operating Expenses: (i) Costs associated with the operation of the business of the ownership or entity which constitutes "Lessor", as distinguished from the costs of building operations, including, but not limited to partnership, accounting and legal matter, costs of defending any lawsuit with mortgagee (except as the actions of Lessee may be an issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Lessor's interest in the Building, costs of any disputes between Lessor and its employees (if any) not engaged in Office Building Project, disputes of Landlord with Building management, or outside fees paid in connection with disputes with other tenants; (ii) Costs incurred in connection with the original construction of the Office Building Project, or in connection with any major change in the Office Building Project, including but not limited to the addition or deletion of floors; (iii) Costs of alterations or improvements to the Premises or the Premises or other tenants; (iv) Depreciation, interest and principal payments on mortgages, and other debts, if any; (v) Expenses directly resulting from the negligence of Lessor, its agent, servants or employees, legal fees, space planner's fees, real estate broker's leasing commissions and advertising expenses incurred in connection with the original development or original leasing of the Office Building Project, or future leasing of the Office Building Project; (vi) Costs for which Lessor is reimbursed by its insurance carrier or any tenant's insurance carrier; (vii) Any bad debt loss, rent loss or reserves for bad debts or rent loss; (viii) The expenses of extraordinary services provided to other tenants in the Office Building Project; (ix) Amounts paid as ground rental by Lessor; (x) Any Operating Costs in connection with the ground floor and the mezzanine levels, or any other floor in the Building devoted to any retail operating; (xi) Costs incurred by Lessor with respect to goods and services 41

(including utilities and sold and supplied to tenants and occupants of the Office Building Project) to the extent that Lessor is reimbursed for such costs. (xii) Costs, including permits, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants in the building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Office Building Project. (xiii) Expenses in connection with services or other benefits which are not provided to Lessee or for which Lessee is charged directly but which are provided to another tenant or occupant of the Office Building Project. (xiv) Overhead and profit increment paid to Lessor or to subsidiaries or affiliates of Lessor for services in the Office Building Project to the extent the same exceeds the costs of such services rendered by unaffiliated third parties on a competitive basis. (xv) Rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be part of a capital nature, except equipment not affixed to any building in the Office Building Project which is used in providing janitorial or similar services. (xvi) All items and services for which Lessee or any other tenant in the Office Building Project reimburses Lessor or which Lessor provides selectively to one or more tenants (other than Lessee) without reimbursement. (xvii) Electric power costs for which any tenant directly contracts with the local public service company. (xviii) Legal fees, space planner's fees, real estate broker's leasing commissions and advertising expenses incurred in connection with the original development or original leasing of the Office Building Project or future leasing of the Office Building Project. (xix) Capital expenditures required by Lessor's failure to comply with laws enacted on or before the date the Building's temporary certificate of occupancy is validly issued. (xx) Expenses in connection with third party landlord/tenant disputes in the Office Building Project. (xxi) Fines, penalties or interest charges within the reasonable control of Lessor. (xxii) All capital expenses other than as expressly included in Operating Expenses pursuant to the terms of this Lease. 42

It is understood that Operating Costs shall be adjusted for 95% occupancy in the Base Year and each Comparison Year, and shall be reduced by all cash discounts, trade discounts or quantity discounts received by Lessor or Lessor's managing agent in the purchase of any goods, utilities or services in connection with the operation of the Office Building Project. Lessor shall make payments for goods, utilities or services in connection with the operation of the Office Building Project. Lessor shall make payments for goods, utilities and services in a timely manner to obtain the maximum possible discount. If Capital items which are customarily purchased by Lessee of first class office buildings in Los Angeles County are leased, rather than purchased by Lessor the decision by Lessor to lease the item in question shall not serve to increase Lessee's proportionate share of Operating costs beyond that which would have applied had the item in question been purchased. In the calculation of any expense hereunder it is understood that no expense shall be charged more than once. Lessor shall use its best efforts to effect an equitable proration of bills for services rendered to the Office Building Project and to any other property owned by Lessor. Lessor agrees to keep books and records showing the Operating Costs in accordance with a systems of accounts and accounting practices consistently maintained on a year to year basis. (d) In the event Lessee shall dispute the amount set forth on any statement, Lessee shall have the right, by providing notice not later than ninety (90) days following receipt of such statement and commencing such audit within 180 days after receipt of such statement, to cause Lessor's books and records with respect to the preceding calendar year to be audited by a certified public accountant mutually acceptable to Lessor and Lessee. (e) Notwithstanding anything to the contrary set forth in the Lease, because of Lessee's seven days per week, twenty-four hours per day operations in the Premises, the amount payable by Lessee for utilities and other services pursuant to Paragraph ll of the Lease shall be determined as follows: (i) Since (A) the Tenant on the second (2nd) floor of the Building has a normal business installation and uses its premises only during normal business hours (8:00 a.m. to 6:00 p.m., Monday through Friday) and (B) the Building will, other than for that Tenant, be vacant during the period of January l, 1992 through March 1, 1992, the utility usage during that period, as measured by the utility meters for the Building, shall be determined and divided by the rentable square feet occupied by such second (2nd) floor tenant to determine normal hours utility usage per square foot (Per Foot Rate"). (ii) For each month of the Term, Lessee shall pay to Lessor, pursuant to Paragraph 11 of the Lease, the costs of all such utilities and services 43

attributable to the Building which are in excess of the product of the total square footage of the Building multiplied by the Per Foot Rate. Lessor acknowledges and agrees that any utility or service charges paid for by Lessee pursuant to the terms of this Paragraph 54(e) shall be excluded from the definition of Operating Expenses payable by Lessee pursuant to Paragraph 54(a) of this Addendum. (iii) If in any year during the Term, the nature of other occupants of the Building changes so that the utilities or services included within the Per Foot Rate concept described above are used beyond normal business hours or for other than a normal office installation by any other occupant of the Building, or the rates charged for such utilities or services change from the rates reflected in the Per Foot Rate, then prior to Lessee's continuation of its payment for utilities and services in accordance with this Paragraph 54, Lessor and Lessee shall agree on a reasonable adjustment to the procedure for calculating Lessee's obligations with respect to such utility and service charges in order to take into account such extra usage or rate changes. Such adjustment shall be determined in accordance with generally accepted accounting principles. (f) Notwithstanding anything to the contrary set forth in this Lease, Lessor shall use its good faith efforts, in accordance with generally accepted accounting principles, to allocate the costs of over-standard Operating Expenses directly to third-party tenants of the Office Building Project, when such over-standard usage, in Lessor's reasonable judgment, is attributable to such third-party tenants. 55. Lessee's Environmental Compliance. Notwithstanding anything to the contrary set forth in Paragraph 6.1 of the Lease, Lessee hereby agrees to use the Premises in accordance with the following: (a) "Hazardous Materials" shall mean any substance, material, waste, gas or particulate matter which is regulated by any local, state or federal authority, including, but not limited to, petroleum; radioactive material; any material or substance designated or defined as a 'Hazardous Substance", "Toxic Substance" or "Hazardous Waste" in Section 25117 of the Health and Safety Code of the State of California, or under any successor or other provision of California law, Section 311 of the Clean Water Act (33 U.S.C., Section 1251 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Hazardous Materials Transportation Act, and all other laws and ordinances governing similar matters now or hereinafter enacted, or any regulations adopted or publications promulgated pursuant thereto (hereinafter collectively referred to as the "Regulations")."Hazardous Materials Activities" shall mean the use, generation, storage, disposal and/or transportation of Hazardous Materials by Lessee, or Lessee's employees, agents, contractors, licensees or invitees. (b) Lessee shall not conduct or cause to be conducted any Hazardous Materials Activities on, under or about the Premises without receiving Lessor's prior written consent, which consent Lessor may withhold in Lessor's sole and 44

absolute discretion or revoke at any time. If Lessor consents to any such Hazardous Materials Activities, Lessee shall conduct such Hazardous Materials Activities in strict compliance (at Lessee's sole cost and expense) with all applicable Regulations, using all necessary and appropriate precautions. (c) Lessee shall indemnify, protect and defend Lessor, with counsel acceptable to Lessor, against and hold Lessor harmless from any claims, damages, costs and liability (including actual attorneys' fees and costs, and court costs) arising out of any Hazardous Materials Activities. Lessor and Lessor's representatives and employees may enter the Premises, at any time, during the Term in order to inspect Lessee's compliance herewith. The foregoing indemnification of Lessor shall survive the expiration or any earlier termination of the Lease. (d) Lessor hereby represents that Lessor does not know of, nor does Lessor have reasonable cause to believe, that any release of Hazardous Materials has come to be located on or beneath the Premises, Building, or Office building Project. 56. Maintenance. Repair and Alterations. (a) Notwithstanding anything to the contrary set forth in Paragraph 7.2 of the Lease, all repair and maintenance of the Premises required by Lessee under the Lease shall be paid for solely by Lessee and shall be performed by contractors and other personnel approved by Lessor, and all costs and expenses incurred by Lessor for Lessor's performance of any of Lessee's obligations hereunder shall constitute "additional rent" under the Lease, payable by Lessee in accordance with Paragraph 7.2(b) of the Lease. (b) Notwithstanding anything to the contrary set forth in Paragraph 7.1 of the Lease, Lessor shall be responsible for the maintenance and repair of the foundation, exterior walls, roof structure and other structural portions of the Building. The costs of such maintenance and repair by Lessor (except as the result of any negligence or willful misconduct of Lessee, for which Lessee shall assume all costs) shall be included within the definition of Operating Expenses. Lessee shall not be entitled to any abatement of rent (except as otherwise provided herein) as the result of Lessor's performance of such maintenance and repair, and Lessee hereby waives any right to make repairs at Lessor's expense under any law, statute or ordinance now or hereafter in effect. (c) In the event that Lessee fails to obtain and maintain any insurance required under the Lease for any reason whatsoever, Lessee shall be conclusively deemed to have self-insured such insurance obligations with the full waiver of subrogation set forth in the Lease. 57. Damage and Destruction. Notwithstanding anything to the contrary set forth in Paragraph 9 of the Lease, Lessee hereby waives the provisions of California Civil Code Sections 1932 and 1933, and any successor sections and any other statutes which are inconsistent with the provisions of the Lease and 45

which relate to the termination of leases when leased property is destroyed, and agree that such event shall be governed by the terms of the Lease. 58. Assignment and Subletting (a) In connection with any proposed assignment of the Lease or sublease of all or any portion of the Premises Lessee shall deliver to Lessor, for Lessor's review and written approval, all such information concerning the proposed assignee or sublessee as Lessor may reasonably require or request, including, but not limited to, any financial statements or other financial information and all terms of the proposed assignment or sublease. (b) Notwithstanding anything to the contrary set forth in Paragraph 12.4 of the Lease, Lessor may collect any rent and other consideration received from an assignee or sublessee and apply same toward Lessee's obligations under the Lease; provided, however, that until a default shall occur in the performance of Lessee's obligations under the Lease, Lessee may receive and collect such rent and other consideration accruing under any assignment or sublease. Lessee hereby irrevocably authorizes and directs any assignee or sublessee, upon receipt of written notice from Lessor stating that a default exists in the performance of Lessee's obligations under the Lease, to pay to Lessor the rent due and to become due under the assignment or sublease. Lessee agrees that any assignee or sublessee shall have the right to rely upon any such written notice from Lessor, and that such assignee or sublessee shall pay such rent to Lessor without any obligation or right to inquire as to whether a default exists, and notwithstanding any notice from or claim from Lessee to the contrary, Lessee shall have no right or claim against such assignee or sublessee or Lessor for any rent and other consideration so paid by such assignee or sublessee to Lessor. 59. Brokers. Lessee warrants and represents that Lessee has not dealt with any real estate broker or agent in connection with the Lease or its negotiation, except for the brokers identified in Paragraph 15 of the Lease (if any). Lessee shall indemnify and hold Lessor and the Premises harmless from and against any and all costs, expenses and liability (including actual attorneys' fees and court costs) for any compensation, commission or fees claimed by any other real estate broker or agent in annection with the Lease or its negotiation based upon any act Lessee. Lessor warrants and represents to Lessee that Lessor has not dealt with any real estate broker or agent in connection with the Lease or its negotiation, except for the brokers identified in Paragraph 15 of the Lease (if any). Lessor shall indemnify and hold Lessee harmless from and against any and all costs, expenses and liability (including actual attorneys' fees and court costs) for any compensation, commission or fees claimed by any other real estate broker or agent in connection with the Lease or its negotiation based upon any act of Lessor. 60. Limitation on Liability. Notwithstanding anything to the contrary set forth in the Lease, the obligations of Lessor, and Lessor's partners (either general or limited), directors, officers and shareholders, under the Lease do 46

not constitute personal obligations. Lessee, and Lessee's successors and assigns, hereby agree not to seek recourse against the personal assets of Lessor, or Lessor's partners (either general or limited), directors, officers and shareholders, for satisfaction of any actual or alleged liability of Lessor to Lessee under the Lease, but Lessee shall look only to Lessor's interest in the Building for the satisfaction of any liability of Lessor to Lessee hereunder. 61. Notices. Copies of all notices or any other documents required to be delivered to either Lessor or Lessee, or both, pursuant to the terms of the Lease (including any changes to the addresses of either Lessor or Lessee), shall be delivered to the parties, in accordance with Paragraph 23 of the Lease, at the following addresses:
If to Lessee: 1675 Broadway New York, NY 10010 Attn: Mr. Charles Persing

with a copy to: Morgan, Lewis & Bockius 101 Park Avenue New York, NY 10178 Attn: Mitchell N. Baron, Esq. If to Lessor: The Paragon Group 523 West Sixth Street, Suite 515 Los Angeles, California 90014 Attn: Mr. Jeremy Fletcher

with a copy to:

Allen, Matkins, Leck, Gamble and Mallory 515 South Figueroa Street, 8th Floor Los Angeles, California 90071 Attn: Matthew W. Koart, Esq.

62. Holding Over. If Lessee fails to surrender the Premises upon the expiration or earlier termination of the Term without the express written consent of Lessor, Lessee shall become a tenant-at-sufferance at a rental rate equal to one hundred fifty percent (150%) of the monthly Rent payable by Lessee for the month immediately preceding such expiration or earlier termination, and Lessee shall remain responsible for the payment of all other monetary obligations due and payable by Lessee under the Lease. Acceptance by Lessor of Rent after such expiration or earlier termination of the Term shall not result in any renewal of the Term. The foregoing provisions are in addition to and do not affect Lessor's right of re-entry or any other rights or remedies of Lessor hereunder or as otherwise provided at law or in equity, or both. If Lessee fails to surrender the Premises upon the expiration or earlier termination of the Term despite Lessor's demand to do so, Lessee shall indemnify and hold Lessor harmless from and against any and all losses, costs, 47

damages and liability (including actual attorneys' fees and costs, and court costs), direct or indirect, which Lessor may suffer as a result of Lessee's failure to surrender the Premises. 63. Signage. (a) Lessee shall have the right to install identification signage on the parapet near the front of the Building, the exact location of which shall be mutually agreed upon by Lessor and Lessee, which signage shall comply with all applicable recorded covenants, conditions and restrictions, and all federal, state and local laws, zoning regulations, permits, approvals and other limitations affecting the Building and/or the Office Building Project. All of Lessee's signage shall be installed and maintained, at Lessee's sole cost and expense, pursuant to an installation and maintenance program approved and supervised by Lessor. At the expiration or earlier termination of the Lease, Lessee shall, at Lessee's sole cost and expense, cause such signage to be removed from the Premises and/or the Building, and the Premises and/or the Building to be restored to the condition existing prior to Lessee's placement of such signage. If Lessee fails to remove such signage and restore the Premises and/or the Building within thirty (30) days after Lessor's written request therefor, then Lessor may perform such work, and all costs and expenses incurred by Lessor shall be reimbursed by Lessee within ten (10) days after Lessee's receipt of Lessor's written demand therefor. The signage rights of Lessee hereunder shall be personal to the original Lessee and may not be assigned or transferred to any other person or entity. Lessor shall not authorize or permit any third-party tenant in the Building to construct a sign on the front doors of the Building. (b) Lessee, at Lessor's expense, shall also be entitled to one-half of the space on the directory board in the lobby of the Building. 64. Modification for Lender. Lessee hereby consents to any changes or amendments to the Lease requested by any lender of Lessor having a security interest in the Lease or the Premises or the Building, so long as such changes do not materially alter the terms of the Lease or otherwise materially diminish any rights or materially increase any obligations of Lessee therein. 65. Options to Extend. (a) Notwithstanding anything to the contrary set forth in the Lease, Lessor hereby grants to Lessee two options (the "Options") to extend the Term of the Lease for periods of five (5) years each (the "Option Terms"). The Options must be exercised, if at all, by written notice (the "Option Notice") delivered by Lessee to Lessor not later than nine (9) months prior to the end of the then-current Term. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice, Lessee is in default under the Lease. Provided Lessee has properly and timely exercised the Option, the initial Term shall be extended by the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that the Rent shall be modified as set forth 48

below. (b) If Lessee timely and properly exercises the Option(s), all of the terms and conditions of the Lease shall apply during the Option Term(s), except that the Base Year shall be the first twelve (12) months of each respective Option Term, and the Base Monthly Rent for each respective Option Term shall be ninety-five percent (95%) of the "fair market" rental rate (as defined in Addendum Paragraph 65(c) below) for the Premises at the time of the commencement of the applicable Option Term. Furthermore, Lessor agrees to provide new carpet to the Premises and to repaint the Premises at the beginning of each Option Term. (c) For the purposes of this Addendum 65 only, "fair-market" rental rate shall mean the projected prevailing rental rate as of the commencement date of the then applicable Option Term, for similar rentable space situated in similar buildings located in the Valencia, California area. Lessor shall use its commercially reasonable efforts to provide written notice ("Rent Notice") of such fair-market rental rate not later than one (1) month after receipt of Option Notice from Lessee. In the event Lessee objects to the "fair-market" rental rate submitted by Lessor, Lessor and Lessee shall attempt in good-faith to agree upon such "fair-market" rental rate, using good-faith efforts. If Lessor and Lessee fail to reach agreement on such "fair-market" rental rate within thirty (30) days following Lessee's receipt of the Rent Notice (the "Outside Agreement Date"), then each party's determination shall be submitted to appraisal in accordance with the following: (i) Lessor and Lessee shall each appoint one (1) independent appraiser who shall by profession be a real estate broker active over the previous five (5) year period ending on the date of such appointment in the leasing of commercial properties in the Valencia, California area. The determination of the appraiser shall be limited solely to the issue of whether Lessor's or Lessee's submitted "fair-market" rental rate for the Premises is closest to the actual "fair-market" rental rate for the Premises as determined by the appraisers, taking into account the requirements set forth above. Such decision shall be based upon the projected prevailing fair-market rental rate as of the commencement date of the applicable Option Term. Each such appraiser shall be appointed within fifteen (15) days after the Outside Agreement Date. (ii) The two (2) appraisers so appointed shall within fifteen (15) days after the date of the appointment of the last appointed appraiser agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth above for the initial two (2) appraisers. (iii) The three (3) appraisers shall, within thirty (30) days after the appointment of the third appraiser, reach a decision as to whether the parties shall use Lessor's or Lessee's submitted "fair-market" rental rate, and shall notify Lessor and Lessee in writing thereof. (iv) The decision of a majority of the three (3) appraisers shall be 49

binding upon Lessor and Lessee. If either Lessor or Lessee fails to appoint an appraiser within the time period specified hereinabove, the appraiser appointed by one of them shall reach a decision based upon the same procedure set forth above (i.e., by selecting either Lessor's or Lessee's submitted "fair-market" rental rate), and shall notify Lessor and Lessee thereof, and such appraiser's decision shall be binding upon Lessor and Lessee. (v) If the two (2) appraisers fail to agree upon and appoint a third appraiser, both appraisers shall be dismissed and the matter to be decided shall be submitted to arbitration under the provisions of the American Arbitration Association based upon the same procedures set forth above (i.e., by selecting only Lessor's or Lessee's submitted "fair-market" rental rate). (vi) The costs of appraisal hereunder, and arbitration if necessary, shall be paid by the party whose rental rate is not selected. (d) In no event shall the Base Monthly Rent during any Option Term fall below the Base Monthly Rent in effect for the month immediately preceding the commencement of such Option Term. (e) Lessor and Lessee hereby agree to execute an amendment to the Lease promptly after Lessee's exercise of the Option in order to incorporate the extension of the initial Term and the lease terms thereof into the Lease. 66. Right of First Offer. (a) Notwithstanding anything to the contrary set forth in the Lease and provided that there is then no default by Lessee under this Lease, Lessor hereby grants to Lessee the right of first offer to lease any additional, available space located in the Building (the "First Offer Space") as and when such First Offer Space becomes available for lease to third parties and so long as any existing lessee of such First Offer Space elects to vacate same. Lessor shall notify Lessee of (a) the availability of the First Offer Space, (b) the anticipated date on which the First Offer Space shall be available to Lessee, and (c) the then-current economic terms, including, but not limited to, Lessor's determination of the Rent, for the First Offer Space (except that for any First Offer Space leased during the first five (5) years following the Commencement Dates the rent shall be the same as under this Lease). For a period of ten (10) days following Lessee's receipt of Lessor's written notice containing such information, Lessee shall have the right of first offer to lease the First Offer Space (i) upon the same economic terms and conditions set forth in Lessor's written notice, and (ii) provided such election is made four (4) years or more from the end of the Term, including the option terms, if then exercised, upon the same non-economic terms of the Lease (including the Expiration Date). If Lessee fails to elect to lease the First Offer Space upon Lessor's terms and conditions within such thirty (30) day period, Lessor shall be entitled to lease the First Offer Space to any third party upon any terms, and this right of first offer with respect to that space only shall 50

terminate and be of no further force and effect. Lessor and Lessee hereby agree to execute an amendment to the Lease promptly after Lessee s exercise of the Right of First Offer in order to incorporate the First Offer Space and the leased terms thereof into the Lease. (b) Notwithstanding the foregoing, Lessee may, from time to time, request notice from Lessor of all additional available space in the project, and within five (5) days thereafter Lessor shall provide to Lessee a list of such available space. Lessee may then elect to lease such space at the prevailing rates and terms then being offered by Lessor for such space to third parties and, provided such election is made four (4) years or more from the end of the Term, including the option terms, if then exercised, such lease shall be on the same non-economic terms as the Lease and the term of such lease shall terminate on the Expiration Date of this Lease, as extended. If this election is not made within four (4) years or more from the end of the Term, as extended, the term of such lease, and the non-economic terms of such lease, shall be subject to mutual negotiation. (c) Nothing contained in this paragraph 66 shall prevent Lessee from at any time leasing available space in the Building or granting any other rights with respect thereto. 67. Default. The term "default" whenever used in this Lease shall mean a default after the giving of the required notice by Lessor to Lessee, and the expiration of the cure period. 68. Consent. In each instance where Lessor's consent or approval is required, it shall not be unreasonably withheld or delayed and shall be deemed given if Lessor shall not respond to Lessee's written request within seven (7) days following Lessee's written request. All matters which must be to Lessor's satisfaction, or performed in Lessor's judgment, shall be to Lessor's reasonable satisfaction or in Lessor's reasonable judgment. All sums incurred by Lessor on Lessee's behalf, for which reimbursement is required, shall only be reimbursed if those sums are reasonable. 69. Alterations. Notwithstanding the provisions of Article 7, Lessee shall have the right, without Lessor's consent, to make interior, nonstructural alterations to the Premises, provided same do not adversely affect the Building's systems and do not affect the exterior of the Building. 70. Reciprocal Indemnity. Notwithstanding the provisions of Paragraphs 8.7 and 8.8 of the Lease, Lessee shall not be required to indemnify and hold Lessor harmless from any such loss, costs, liability, damage and expense to any person or property (including but not limited to penalties, fines and actual attorneys' fees and costs) resulting from the negligent acts or omissions or the willful misconduct of Lessor or those of its agents, contractors, servants or employees, in connection with Lessor's activities on the Premises or the Building to the extent not covered by insurance required to be maintained by Lessee hereunder, and Lessor hereby so indemnifies, defends and saves Lessee harmless from any such loss, costs, liability, damage 51

and expense (including but not limited to penalties, fines and actual attorneys' fees and costs). In the case of any action or proceeding brought against Lessor by reason of any such claim, Lessor upon notice from Lessee hereby agrees to defend the same at Lessor's expense with counsel to which Lessee does not reasonably reject. Further, Lessee's agreement to indemnify and hold Lessor harmless pursuant to Paragraphs 8.7 and 8.8 and the exclusion from Lessee's indemnity and the agreement by Lessor to indemnify and hold Lessee harmless pursuant to this Subparagraph (b) are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Lessor or Lessee, respectively, pursuant to the provisions of this Lease to the extent that such policies cover the results of such negligence or omissions or such willful misconduct. If either party breaches this agreement by its failure to carry required insurance, such failure shall automatically be deemed to be the covenant and agreement by Lessor or Lessee, respectively, to self-insure such required coverage, with full waiver of subrogation. Each party's indemnification obligations under this Lease shall not be limited to the amount of insurance coverage carried by such party hereunder. 71. Lessee's Continuous Operation. Lessor acknowledges that Lessee's intended use of the Premises requires uninterrupted twenty-four (24) hours a day, seven (7) days a week utility service throughout the term of this Lease. As such, Lessor agrees that Lessee shall be entitled to establish the requisite electrical connections to a backup electrical generator located adjacent to the Building (the "Backup Generator") to be installed pursuant to the Final Plans and as part of the Lessee Improvements, which shall be for Lessee's exclusive use. Furthermore, Lessor agrees to provide Lessee with reasonable advance notice of the times during which Lessor knows that the flow of electricity or air conditioning to the Premises will be interrupted so that Lessee may plan accordingly. Subject to the foregoing, however, Lessee's twenty-four (24) hour use of the Premises shall be subject to all of the other provisions of this Lease, and Lessor shall not be liable for the failure of Lessee to receive uninterrupted flow of electricity or air conditioning to the Premises except as otherwise expressly provided in this Lease. 72. Lessee's Right to Make Repairs. If Lessee provides notice to Lessor of an event or circumstance which requires the action of Lessor with respect to repair, providing of services, and/or utilities and/or maintenance as set forth in this Lease, and Lessor fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice, then Lessee may proceed to take the required action upon delivery of an additional ten (10) business days notice to Lessor specifying that Lessee is taking such required action, and if such action was required under the terms of this Lease to be taken by Lessor, then Lessee shall be entitled to prompt reimbursement by Lessor of Lessee's reasonable costs and expenses in taking such action. In the case of an emergency Lessee shall be entitled to take whatever minimum steps as are commercially reasonable under the circumstances until Lessor can address such emergency. In the event Lessee takes such action, and such work will affect the Building's systems and 52

equipment, the structural integrity of the Building and/or the exterior appearance of the Building or Project, Lessee shall use only those contractors used by Lessor for work on the Building's systems and equipment or structure and/or the exterior appearance of the Building or Project, unless such contractors are unwilling or unable to perform such work, in which event Lessee may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Further, if Lessor does not deliver a detailed written objection to Lessee, within thirty (30) days after receipt of an invoice by Lessee of its costs of taking action which Lessee claims should have been taken by Lessor, and if such invoice from Lessee sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Lessor, then Lessee shall be entitled to deduct from Rent payable by Lessee under this Lease, the amount set forth in such invoice. If, however, Lessor delivers to Lessee within thirty (30) days after receipt of Lessee's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Lessor's reasons for its claim that such action did not have to be taken by Lessor pursuant to the terms of this Lease or that the charges are excessive (in which case Lessor shall pay the amount it contends would not have been excessive), then Lessee shall not be entitled to such deduction from Rent, but as Lessee's sole remedy, Lessee may proceed to institute legal proceedings against Lessor to collect such amount. 73. Interruption of Services. Notwithstanding anything contained in the Lease to the contrary, in the event that Lessee is prevented from using, and does not use, the Premises or any portion thereof for five (5) consecutive days, or any ten (10) days in any calendar year ("Eligibility Period") as a result of any failure of Lessor to provide services, repairs or access to the Premises, then Lessee's rent shall be abated or reduced, as the case may be, during the period after the Eligibility Period for such time that Lessee continues to be so prevented from using the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Lessee is prevented from using, and does not use, bears to the total rentable area of the Premises. However, in the event that Lessee is prevented from conducting, and does not conduct, its business in any portion of the Premises for a period in excess of the Eligibility Period, and the remaining portion of the Premises is not sufficient to allow Lessee to effectively conduct its business therein, and if Lessee does not conduct it business from such remaining portion, then for such time after the Eligibility Period during which Lessee is so prevented from effectively conducting its business therein, the rent for the entire Premises shall be abated; provided, however, if Lessee reoccupies and conducts its business from any portion of the Premises during such period, the rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Lessee from the date such business operations commence. 74. Satellite Antenna. Notwithstanding anything to the contrary in this Lease, Lessee shall have the right to install, operate and maintain up to six (6) microwave and earth station dishes or similar antennae ("Antenna") on a 53

location on the roof of the Building to be mutually determined by Lessor and Lessee and shall have access to the roof for purposes related to the Antenna. Lessee's installation and operation of the antenna shall be governed by the following terms and conditions: (a) Lessee's right to install, operate and maintain the Antenna shall be subject to all governmental laws, rules and regulations and Lessor makes no representation that such laws, rules and regulations permit such installation and operation; Lessee, in conjunction with Lessor, shall obtain all necessary governmental approvals and permits prior to installation; (b) all costs of installation, operation and maintenance of the antenna and the connecting cable (including, without limitation, costs of obtaining any necessary permits) shall be borne by Lessee; (c) it is expressly understood that Lessor retains the right to use the roof of the Building for any purpose whatsoever provided that Lessor shall not interfere with the use of the Antenna; (d) Lessee shall use the Antenna so as not to cause any interference to other tenants in the Building or with any other tenant's communication equipment and not to damage or interfere with the normal operation of the Building, including any mechanical system thereof, and Lessor shall not permit any tenant to interfere with the Antenna; (e) Lessor shall not have any obligations with respect to the Antenna nor shall Lessor be responsible for any damage that may be caused to Lessee or the Antenna by any other tenant in the Building. Lessor makes no representation that the Antenna will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Lessee agrees that Lessor shall not be liable to Lessee therefor; (f) Lessee shall (i) be solely responsible for any damage caused by the Antenna, including, but not limited to, any damage caused to the roof of the Building during the installation or maintenance of the Antenna, or caused by the Antenna itself, (ii) promptly pay any tax, license or permit fees charged pursuant to any laws or regulations in Connection with the installation, maintenance or use of the Antenna and comply with all precautions and safeguards recommended by all governmental authorities, (iii) pay for all necessary repairs, replacements to or maintenance of the Antenna, and (iv) not bore into any structural elements of the Building in connection with the installation of the antenna; (g) Lessee shall remove the Antenna and connecting cable at Lessee's expense upon the expiration or sooner termination of the Lease or upon the imposition of any governmental law or regulation which may require removal, and shall repair the roof of the building upon such removal to the extent required by such work of removal; and 54

(h) the size of each of the Antenna shall not exceed thirty (30) inches in diameter and the appearance of the antenna shall be subject to all governmental rules and regulations. 75. Cancellation Option. Lessee shall have the one time right to terminate this Lease ("Option to Terminate") at the end of the sixtieth (60th) month following the Commencement Date by providing to Lessor at least six (6) months' prior written notice of Lessee's election to terminate this Lease and by paying to Lessor Nine Hundred Sixty-Four Thousand One Hundred Fifty-Three and 31/100 Dollars ($964,153.31) (the "Termination Consideration") as consideration for terminating this Lease. Lessee shall pay to Lessor the Termination Consideration on the first (1st) day of the fifty-ninth (59th) month of the Term of this Lease and if Lessee has timely provided the Termination Notice and timely paid the Termination Consideration within ten (10) days following notice that the same is due, then this Lease shall terminate and be of no further force and effect on the last day of the sixtieth (60th) month of the Term of this Lease. If Lessee notifies Lessor of its exercise of the Option to Terminate but fails to pay the Termination Consideration within ten (10) days following notice that the same is due, then at Lessor's election Lessor may either terminate the Lease or keep the Lease in full force and effect (in which case Lessee's exercise of the Option to Terminate shall be null and void). 76. Refurbishment. Provided that Tenant does not exercise the Option to Terminate set forth in paragraph 75 above, and provided further that Tenant utilizes at least 50% of the carpeting currently existing in the Premises for Lessee's initial occupancy of the Premises, then Lessor agrees to recarpet and repaint the Premises within two (2) months after the 60th month following the Sublease Commencement Date. 77. Moving Allowance. Lessor agrees to provide to Lessee a moving allowance in the amount of $31,529.00 to be payable to Lessee within one month following Lessee's move in to the Premises. 78. Non-Disturbance Agreement. Lessor hereby agrees that concurrently with its execution and delivery of this Lease, Lessor will provide Lessee with commercially reasonable non-disturbance agreements from any ground lessors, mortgage holders or lien holders of Lessor now in existence. In addition, Lessor will provide Lessee with such agreements as soon as reasonably possible from ground lessors, mortgage holders or lien holders of Lessor who later come into existence during the term of the Lease. Lessor's covenant contained herein shall be in consideration of and as a condition precedent to Lessee's agreement to be bound by Paragraph 28 of the Lease. Lessee further waives the provisions of any current or future statute, rule or law which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Lessee hereunder in the event of any foreclosure proceeding or sale, and agrees that this Lease shall not be affected in any way whatsoever by any such proceeding or sale, except that this sentence shall not affect Lessor's obligation to provide commercially reasonable nondisturbance agreements to Lessee. 55

79. Security. Lessor agrees that Lessee shall be permitted to install its own security system in the Premises which security system shall be subject to Landlord's prior written consent, which consent shall not be unreasonably withheld 80. Actual Costs. If Lessee is required to pay any amounts pursuant to this Lease other than Basic Rent, any parking fee and Operating Expenses, including, but not limited to after hours utility service, such amount shall be the actual cost incurred by Lessor (including a ten percent (10%) overhead and profit element for the property) as such amount is reasonably determined by Lessor. In the event that more than one lessee of the Building orders such item, or if any cost item is applicable to more than one lessee, such costs shall be apportioned among all lessees in accordance with the ratios that such utility is used, and if that is not able to be determined, then it shall be apportioned in accordance with the ratio of the rentable square footage of each lessee's respective premises. 81. Storage Space. Lessor shall make available to Lessee at such times as any space becomes available (and after considering the needs of other tenants in the Project), storage space throughout portions of the project as required by Lessee at the prevailing rate for such storage space then being offered by Lessor to other tenants of the project. 82. Lease Assumption. Lessee is the present tenant under a lease with Copperfield Investment & Development Company dated December 1, 1983, and the user under a License Agreement dated June 7, 1984, amended by agreements dated October 16, 1989, March 13, 1987 and March 10, 1988 (the "Existing Lease"), covering premises outside the Office Building Project. Lessee shall remain in possession and pay rent under the Existing Lease until May 31, 1992. Lessee represents and warrants that the rent obligation (including additional rent) for the period June 1, 1992 through the expiration of the term of the Existing Lease is $305,248.66 and that the Existing Lease is scheduled to expire on May 31, 1993. Lessor shall use its good faith efforts to arrange for a cancellation of the Existing Lease, and the release of Lessee from all liability under the Existing Lease from and after May 31, 1992, and Lessee hereby appoints Lessor as its limited agent for the sole purpose of arranging such cancellation. The cost of obtaining that cancellation shall be paid as follows: (i) the first $190,780.43 shall be paid by Lessor ("Lessor's Maximum Obligation"), (ii) any payment in excess of the above amount up to $114,468.23 ("Lessee's Maximum Obligation") shall be paid by Lessee, and (iii) any Security Deposit held by the Landlord under the Existing Lease shall be payable to Lessee. In no event shall either party be obligated to pay an amount in excess of the applicable limit set forth above, and in no event shall Lessor enter into an agreement with the landlord under the Existing Lease obligating Lessee to pay a lease cancellation fee in excess of Lessee's Maximum Obligation or creating any other obligation or liability of Lessee without Lessee's prior written consent. In the event Lessor is able to cancel the Existing Lease and release Lessee from liability thereunder without expending all of Lessor's Maximum Obligation, Lessee acknowledges and agrees that Lessee shall 56

have no right to receive any portion of such savings in the form of cash, rent credit or otherwise. If Lessor is unable to obtain that cancellation and release upon terms which are within the parties' maximum commitments described above using Lessor's good faith efforts on or before March 1, 1992, Lessee shall, at its option, either attempt to arrange for same (and the payments therefore shall be made as provided in this paragraph) or continue to pay rent under the Existing Lease, in which case the first $190,780.43 of rent and additional rent from and after May 1, 1992 shall be paid by Lessor, (and if Lessee fails to make such payment within ten (10) days after notice from Lessee that such amount is due, Lessee shall be entitled to pay same and deduct it from the rent due under this Lease). IN WITNESS WHEREOF, Lessor and Lessee have executed this Addendum concurrently with the Lease of even date herewith.
"LESSOR" VALENCIA PARAGON ASSOCIATES, LTD., a California Limited Partnership

By: /s/ JEREMY B. FLETCHER Its: General Partner By: /s/ JEFFREY B. ALLEN Its: General Partner

"LESSEE"

UNISTAR COMMUNICATIONS GROUP, INC., a Delaware Corporation By: /s/ WILLIAM J. HOGAN Its: President

By: /s/ WILLIAM B. LOCKETT Its: Senior V.P. Administration

57

58

TRANSMISSION SERVICE AGREEMENT This Agreement, when executed by authorized representatives of each party will supersede a contract dated November 1, 1989 that currently exists between IDB Communications Group, Inc., a Delaware corporation having its principal office at 10525 West Washington Boulevard, Culver City, California 90232-1922 ("IDB"), and Unistar Radio Networks, Inc., a Delaware Corporation, having a principal office at 1675 Broadway, 17th Floor, New York, NY 10019 ("Customer"). For and in consideration of the promises and covenants set forth in this Agreement, the parties hereby agree as follows: This contract will take effect on June 1, 1993. 1. Primary IDB Services. Los Angeles Formats a) IDB will provide full-time uplink and space segment of seven (7) stereo pairs and 2 mono audio channels, and the associated data channels. The current delivery method(s) (Attachment A), hereinafter referred to as "Formats - Current Distribution" will be maintained until such time as IDB is able to provide items in Paragraphs 1 (b) through 1 (e) as specified below. At such time when items in Paragraphs 1 (b) through 1 (e) have been provided, IDB will discontinue delivery as specified in Paragraph 1 (a). b) IDB will provide to Customer full-time uplink and space segment of 6 - 20 kHz Sedat 4 Audio Channels (3 stereo pairs), 8 - 20 kHz Sedat 1 Audio Channels (4 stereo pairs) and 2 mono Sedat 3 audio channels on Satcom C5, hereinafter referred to as "Formats - Sedat Distribution" on Satcom C5. Sedat definitions are included in Attachment B. c) IDB will provide to Customer full-time uplink and space segment of one (1) data channel with up to 32 kbps of data. d) IDB will provide to Customer a quantity of 900 Scientific Atlanta Receivers Model # DSR3610-modified. Specifications are delineated in Attachment C. e) IDB will arrange for installation of the receivers specified in Paragraph 1 (d) at the locations with existing Satcom C5 downlinks as designated by Customer. The work statement is detailed in Attachment D. 1

f) IDB will provide terminal equipment, as specified in Attachment E, to support audio paths between IDB's Culver City location and Customer's Valencia location. At the request of Customer, IDB will provide additional equipment at a price to be negotiated at the time of purchase of said equipment. g) IDB will provide 24 hour network monitoring and troubleshooting of all paths and audio channels that are provided by IDB or terminate at IDB's Culver City location. New York Programming h) IDB will provide to Customer full-time uplink and space segment of five (5) audio channels, one (1) voice cue channel, and occasional uplink and space segment for specified programs. The current channel breakdown and delivery method(s) (Attachment F), hereinafter referred to as "NY - Dats" will be maintained until such time as IDB is able to provide items Paragraphs 1 (i) through 1 (l). At such time when items in Paragraphs 1 (i) through 1 (l) have been provided, IDB will discontinue delivery as specified in Paragraph 1 (h). i) IDB will provide to Customer full-time uplink and space segment of three (3) 10 kHz Sedat 3 Audio Channels and two (2) 20 kHz Sedat 1 Audio Channels on Satcom C5, hereinafter referred to as "NY Sedat". j) IDB will provide to Customer one (1) Sedat 1 voice cue channel equivalent. A voice cue channel equivalent is defined as a channel with a minimum frequency response of 50 hz - 3.4 kHz and the ability to pass DTMF tones. k) IDB will provide to Customer a quantity of 850 Sedat Digital Audio Decoder Cards, 595 will be Model # AD4226 and compatible with the DAT32 chassis, and 255 will be Model # AD4227 and compatible with the DART 384 chassis. l) IDB will provide shipment of the cards specified in 1 (k) and written installation instructions to the radio stations as designated by Customer. Cards will be delivered to stations a minimum of two (2) weeks prior to the conversion date to "NY Sedat". m) IDB will provide primary T-1 path routing from the designated demarcation point at Customer's Arlington, VA location (telephone room at 2000 15th Street North, Arlington, VA) to IDB's demarcation point (telephone closet at 5 Teleport Drive, 2

Staten Island, NY). Routing detail, to be agreed upon by Customer and IDB, shall be included as Attachment G to this contract within 60 days of contract signature. n) IDB will provide primary digital encode/decode and CSU hardware to support four (4) duplex 15 kHz audio paths for the T- 1 path specified in 1 (m). o) IDB will provide the following backup hardware at Customer's Arlington location and IDB's Staten Island location to support the four (4) 15 kHz duplex path for the T-1 path specified in 1 (n): 1 power supply, 2 transmit cards, 2 receive cards. Backup hardware at IDB's Staten Island location can be part of IDB's general "pool of spares". p) Within 60 days of contract signature, IDB will provide fully diverse backup routing, defined as path(s) that have no duplication in routing from Customer's Arlington demarcation point (telephone closet at 2000 15th Street North, Arlington, VA) to IDB's demarcation point (telephone closet at 5 Teleport Drive, Staten Island, NY) of a minimum of a second T-1. Routing detail, to be agreed upon by Customer and IDB, shall be included as Attachment G to this contract within 60 days of contract signature. q) IDB will provide backup digital encode/decode and CSU hardware to support four (4) duplex 15 kHz audio paths for the T-1 path specified in 1 (p). r) IDB will provide primary digital encode/decode and CSU hardware to support four (4) duplex 15 kHz audio paths for the T- 1 path provided by Customer between Customer's New York, NY facility and IDB's Staten Island, NY location. s) IDB shall be responsible for delivery of Customer's audio channels from the IDB demarc point to the uplink location on a primary and a fully diversely routed backup path. IDB is responsible for providing equipment on these paths as required. Routing detail, to be agreed upon by Customer and IDB, shall be included as Attachment H to this contract within 60 days of contract signature. t) IDB shall be responsible for, and shall bear all costs associated with, the troubleshooting, maintenance and repair of its owned T-1 related equipment located within Customer's premises. 3

u) IDB will provide 24 hour network monitoring, alarming where reasonable, and troubleshooting of all paths and audio channels that are provided by IDB or terminate at IDB's Staten Island location. 2. Additional IDB Services Los Angeles Formats a) IDB will provide, at the request of Customer, additional stereo pairs (128 kbps or 192 kbps stereo dependent). IDB guarantees availability of two (2) additional 128 kbps or 192 kbps stereo pairs (4 channels), with 90 days notice from Customer. Additional channels beyond this number are subject to availability. b) IDB will provide Customer with ninety (90) days written notification of the anticipated date for the conversion to "Formats - Sedat Distribution". c) IDB will provide Customer with thirty (30) days written notification of the exact date for the conversion to "Formats - Sedat Distribution". d) IDB will have a 24 hour hotline service available to Customer's affiliates for technical support during the transition from the "Formats - Current Distribution" to the "Formats - Sedat Distribution". Engineering personnel will be available during business hours from the date that equipment ships until the final conversion is done. During non-business hours, operations personnel will be available for support. In addition, for the entire period of the contract, IDB will become the initial point of contact for Customer's Format stations with technical problems. Once IDB identifies that the problem is on the station end, the call will be redirected to Customer personnel for troubleshooting. e) At Customer's request, IDB will upgrade Customer's "Formats - Sedat Distribution" system to support the "Store and Forward Capability". IDB will provide the SA hardware and software as delineated in Attachment I. f) At Customer's request IDB will work with Customer in search of alternate vendors for the Store and Forward capability. The digital interface information required to allow development of the Store/Forward capability by alternate vendors will be provided to IDB by Scientific Atlanta and attached to this contract as soon as the specification is published. Prices quoted in this contract for Store/Forward are not valid for any other vendor at this time. 4

g) At Customer's request, IDB will upgrade Customer's three (3) stereo pairs of Sedat 4 quality channels to Sedat 2 quality channels. This upgrade refers only to the channels specifically referred to in Paragraph 1 (b) of this contract. h) At Customer's request, IDB will provide one (1) 10 kHz Sedat 3 quality channel for Newslink. New York Channels i) IDB will provide to Customer uplink and space segment for two (2) - 20 kHz Sedat 1 channels (one stereo pair) for satellite distribution of "Super Gold Saturday Night" on Satcom C5 from 1800 - 0200 ET. j) IDB will provide to Customer uplink and space segment for two (2) - 20 kHz Sedat 1 channels (one stereo pair) for satellite distribution of "Country Gold Saturday Night" on Satcom C5, from 1850 - 0300 ET. k) IDB will provide Customer with as much written notification as possible of the anticipated date for the "NY Sedat" conversion. l) IDB will provide Customer with thirty (30) days written notification of the exact date for the "NY - Sedat" conversion. m) IDB will have a 24 hour hotline service available to Customer's affiliates for technical support during the transition from "NY - Dats" to "NY - Sedat". Engineering personnel will be available during business hours from the date that equipment ships until the final conversion is done. During non-business, operations personnel will be available for support. n) Any additional Sedat cards requested by Customer within thirty (30) days of the conversion to "NY - Sedat" date will be made available at the contract rate of $ 12.71 per card for the term of the contract. Additional Sedat cards requested by Customer more than thirty (30) days after the conversion to "NY - Sedat" will be made available to customer subject to time frames and rates to be negotiated at the time of that request. o) Customer has the option to return unused cards to IDB within sixty (60) days of the conversion date to "NY Sedat". A per card decrease of $ 12.71 per card in cost will be reflected in Customer's monthly bill. p) At the request of the Customer, IDB will be responsible for the operation of an automated program logger that will record the Unistar Program Channels and cue channel. 5

q) IDB's provision of the Gentner Automation System (Dawn Model) in January of 1992 to Customer fulfills IDB's previous contractual commitments to provide tape recording and playback of Customer's programming. r) IDB will provide adequate Sedat receive cards at IDB's Staten Island facility to monitor Customer's audio channels on a full-time basis. Los Angeles Formats and New York Channels s) IDB will furnish discrepancy reports to Customer concerning the operation of the transmission system on an "as needed" basis. 3. Customer Responsibilities. Los Angeles Formats a) Customer shall be responsible for provision and installation of audio paths, as needed, between Customer's location(s) and IDB, Culver City. b) Customer shall be responsible for all hardware, except as specifically stated otherwise in Attachment E, required on the audio paths specified in Paragraph 3 (a). c) Customer shall be responsible for providing a list of locations, contacts, phone #s, and addresses for IDB shipment and installation of receivers. This list should be provided to IDB a minimum of sixty (60) days prior to the anticipated conversion date. Customer will also provide the information to IDB in label form or computer text file form. New York Channels d) With the exception of the primary and backup paths specified in Paragraphs 1 (m) and 1 (p), Customer is responsible for provision and installation of audio paths, as needed, between Customer's location(s) and IDB, Staten Island. Specifically, Customer is responsible for provision of T-1 path referred to in Paragraph 1 (r). e) Customer is responsible for all programming, maintenance and repair of the Gentner Automation System referred to in Paragraph 2 (q). f) Customer shall be responsible for providing a list of locations, contacts, phone #s, and addresses for IDB shipment of 6

Sedat cards. This list should be provided to IDB a minimum of forty-five (45) days prior to the anticipated conversion date. Customer will also provide the information to IDB in label form or computer text file form. g) Customer will be responsible for all equipment, maintenance, repair and tape associated with the program logger that will record the Customer's Program Channels and cue channel referred to in Paragraph 2 (p). h) Customer will provide and maintain digital receive equipment at the Teleport for full-time monitoring of the Customer's Signals. This will consist of 1 downconverter shelf and 1 demodulator shelf with the appropriate hardware, with the exception of the Sedat audio channel cards referenced in Paragraph 2 (r). Los Angeles Formats and New York Channels i) Customer will provide an air conditioned environment and power with generator backup as available at Customer locations where all IDB equipment is installed. IDB's equipment will be hooked up to the backup power. j) Customer's technicians, when available, will use their reasonable efforts to assist IDB in troubleshooting and replacement of modules as requested by IDB on any IDB owned equipment at Customer's locations. If a Customer provided technician incurs and is paid overtime for the primary purpose of assisting IDB, IDB shall reimburse Customer for its costs associated with the troubleshooting. k) Customer is responsible for the origination of all programming material to be fed to Customer's channels, except as specifically agreed upon between Customer and IDB. 4. Charges and Payments a) The charges for the Primary Services described in Paragraph 1 and Secondary Services described in Paragraph 2, except for the items listed in Paragraphs 2 (a), 2 (e), 2 (g), 2 (h), 2 (n), and 2 (o) will be as follows: From June 1, 1993 until NY Sedat Conversion Date: $ 258,035.60 per month From NY Sedat Conversion Date - November 31, 1993: $ 198,842.00 per month From December 1, 1993 - May 31, 2003 $ 121,000.00 per month 7

A breakdown of the December 1, 1993 - May 31, 2003 price is included in Attachment J. This breakdown is for informational purposes only. b) In addition, the following services listed in Paragraphs 1 and 2, upon request by Customer, will necessitate the following changes in the monthly billing.
Paragraph 2 (a) $ 5,161.30 increase per 128 kbps stereo pair $ 7,741.94 increase per 192 kbps stereo pair Paragraph 2 (e) $ 17,000 per month increase;

this price is valid for the quantity and type of unit specified within Attachment I; a written and formal request for service must be made by Customer to IDB prior to May 30, 1994.
Paragraph 2 (g) Paragraph 2 (h) Paragraph 2 (n) $ 6,250 increase per month $ 2,580.64 increase per month $ 12.71 increase per card

requested within thirty (30) days of the conversion to "NY - Sedat" date; price for cards requested after that period will be provided at a price to be negotiated. Paragraph 2 (o) $ 12.71 decrease per card c) Charges for the Services described in Paragraphs 1 and 2 of this Agreement (collectively "the Services") shall be invoiced by IDB to Customer thirty (30) days in advance of the first day of each service month. All invoices are due Net Thirty (30) days from date of invoice. Any payments not received when due will be assessed a finance charge of 1 1/2 % per month until paid. In addition, if any payment is not received when due, IDB shall be entitled to give written notice to Customer of IDB's intention to discontinue service. If Customer fails to bring its account with IDB current within thirty (30) days after the date of receipt of such written notice, IDB shall have the right to discontinue all service to Customer without further notice and without liability or penalty of any kind on account of such termination. If service under this Agreement is terminated due to Customer nonpayment, service will be restored only when those invoices which are overdue, regardless of due date, have been paid, and continued service thereafter will require that charges for the 8

Services be paid in advance and invoices for all other services will be due net thirty (30) days, subject at all times to IDB's rights to assess late charges and to discontinue service for nonpayment as provided above. All payments for the Primary and Secondary Services will be made when scheduled as provided in this Paragraph 4 (c), regardless of whether there exists any dispute between the parties concerning IDB's performance under this Agreement. 5. Most Favored Nation IDB acknowledges that Customer is guaranteed "most favored nation" status relative to the pricing of the uplink and satellite channels in Paragraphs 1 (b) and 1 (i). These prices are $ 2,580.64 per 64 kbps channel, based on the Sedat compression algorithms which are referred to in this contract. In the event that IDB contracts with another customer at a lower price for channels and services of the same quantity and bandwidth as specified in this contract, IDB will provide written notification to Customer, and extend those lower rates to Customer effective the same date as commencement of the third party service. 6. Term and Termination. a) Service under this Agreement shall commence on June 1, 1993 and shall continue for a term of ten (10) years. b) If at anytime Customer wishes to cancel this agreement, Payment according to Paragraph 4 (c) of the agreement will be made according to one of the following: i) Payment of 1/120th of the total value of the contract each month until such time Customer or IDB finds a replacement customer(s) for the space segment in Paragraphs 1 (a) or 1 (b) and 1 (c) and Paragraphs 1 (h) or 1 (i) and 1 (j), and the hardware specified in Paragraphs 1 (d) and 1 (k). At that time and on a monthly basis the payment of 1/120th owed to IDB by Customer will be reduced by the monies collected by resale of such space segment and receive hardware. or ii) When both parties agree to a liquidated settlement. or iii) When IDB or Customer find a customer(s) to fully replace revenue previously generated to IDB by Customer. c) Not withstanding Customer's obligations set forth in Paragraph 6 (b), should Customer cancel this agreement, IDB shall use its best efforts to find a replacement Customer and mitigate its damages hereunder as a result of such cancellation. 9

d) If IDB cancels this Agreement, because of non-payment or a material breach by the Customer, IDB shall be entitled to all monies referred to in Paragraph 6 (b). If IDB cancels this Agreement, it shall, nonetheless, be subject to the limitations set forth in Paragraph 6 (c). 7. Programming IDB shall have no responsibility to monitor the transmission of Customer's programming signals for content or compliance with FCC rules and regulations or for any other purpose other than transmission integrity assurance. 8. Ownership of Receive Equipment a) At all times during this contract, IDB shall maintain ownership of the receive equipment provided by IDB. At the end of the contract term, Customer has the right to purchase all of the receive equipment provided by IDB in Paragraphs 1 (d) and 1 (k) for a price of $ 1.00. b) Within the time frame of the contract term, IDB shall be responsible for all maintenance and repair of receive equipment specifically provided by IDB in this contract. Procedures and standards for this maintenance and repair are included in Attachment K. c) Customer is responsible for determining the allocation of the receive equipment to the affiliated radio stations. IDB will be responsible for delivery and installation of this hardware as specified in Paragraphs 1 (e) and 1 (l) for all equipment shipped prior to and within thirty (30) days of the Sedat conversion dates. After that point, Customer will be responsible for the cost of shipment and installation. d) Customer will be responsible for notifying IDB of any changes in the location of the equipment. 9. Maintenance of Customer Equipment Except for negligence (which for purposes of this Agreement shall include mutually agreed upon practices and procedures on the part of IDB or its employees), IDB shall not be liable for any failure of the Customer Equipment, nor the cost of Customer's parts or Customer's third party service, Customer's freight or any other Customer costs as may be incurred in maintaining such equipment. At the request of Customer, IDB will obtain maintenance service 10

for the Customer Equipment and will invoice Customer directly for all direct costs incurred thereby. Customer may add, remove or change its equipment as Customer deems necessary. All such changes at IDB facilities must be made while accompanied by IDB personnel so as not to cause service outages or other interference with IDB operations. IDB will provide Customer and its representatives and contractors with access to the Customer Equipment on reasonable notice and as may be required in emergencies. 10. Technical Specifications re: Uplink and Space Segment a) Technical specifications of the satellite uplink transmission system will be those specifications given to IDB by GE Americom which will be referred to as "Attachment L" to this Agreement. b) IDB will continue to be a party to the existing Agreement (A copy of said agreement is attached hereto as Attachment M"), among GE, ABC, CBS, NBC, Unistar, and the Associated Press that provides for reciprocal voice and news wire announcements should any party thereto suffer a catastrophe. c) IDB will provide Customer with a schedule, as prepared and provided by GE Americom, of predicted sun outages for the satellite in use at least four (4) weeks prior to the beginning of those outages for the 50 locations designated by Customer that are provided to IDB by the satellite carrier. d) The uplink multiplex and transmission equipment shall be fully redundant with one set of equipment maintained in a "hot standby" condition. It shall be monitored and switched as required. A redundant antenna need not be maintained, but, in case of failure of the uplink antenna or its transmission lines, IDB will arrange to re-route, preempt or make provisions for another antenna to be brought into service as soon as possible. e) Restoration provisions are attached as "Attachment N" and incorporated into this Agreement. These restoration procedures are those currently being provided by GE Americom. f) IDB will not schedule outages for maintenance or other purposes, including equipment reconfiguration on any equipment or transmission service which could cause a service outage to the satellite or otherwise materially impair Customer's operations without prior authorization of Customer's personnel. Customer will not unnecessarily withhold testing permissions if the Customer's channels are not in use. 11

g) IDB agrees not to change or modify the satellite system without the prior written approval, which shall not unreasonably withheld, by Customer. h) All IDB's satellite, transponder, and channel assignments are subject to the "restoral" provisions designated by the satellite carrier. 11. Service Availability and Liability. a) IDB guarantees to Customer service availability of 99.8% for the services described in Paragraphs 1 and 2 of this Agreement, with the exception of those items specified in Paragraphs 1 (a), 1 (b), 1 (c), 1 (h), 1 (i), 1 (j), 1 (m), 1(p) and 1 (s), and those services as detailed below. IDB guarantees to Customer service availability as described in Attachment I for all items specified in Paragraphs 1 (a), 1 (b), 1 (c), 1 (h), 1 (i) and 1 (j). IDB guarantees to Customer service availability of 99.95% error-free seconds measured over 24 consecutive hours and 99.96% availability measured over 12 consecutive months for items specified in Paragraphs 1 (m) and 1 (p) and 1 (s). Exceptions also apply for interruptions or other problems in such services due in whole or in part to any of the following: (i) Customer failing to provide program material and/or schedules; (ii) Any downtime or other interruption of facilities or services not provided by IDB in this contract; (iii) The Customer Equipment, and acts or failures to act on the part of Customer and its employees, agents and contractors other than IDB; and (iv) Acts of God or third parties, other than those for which IDB is responsible per this contract, or other causes beyond the reasonable control of IDB. b) If, for reasons other than those described in Paragraph 11 (a), IDB fails to transmit Customer's programming for the amounts specified in Paragraph 11 (a), IDB's sole and total liability and Customer's exclusive remedy shall be limited to Customer receiving, as liquidated damages and not as a penalty, the prorated amount of actual charges for each hour or portion thereof that Customer's programming is not transmitted. IDB shall not be liable for any and all claims, losses, liabilities, direct or consequential damages, costs and expenses, including attorneys` fees, arising out of IDB's failure to transmit 12

customer's programming, except when such failure is the result of negligence on the part of IDB, it agents or employees. c) Customer shall have the right to terminate this agreement for non performance if IDB's performance falls below the amounts specified above for a period of three (3) consecutive months or if IDB's performance falls below the amounts specified above during any five (5) months in a calendar year, notwithstanding anything contrary set forth in this Agreement. Customer shall not have any payment obligation or other obligation or liability to IDB hereunder and upon such termination, IDB shall, at Customer's request and with GE Americom's approval, reassign free and clear of any encumbrances all of IDB's rights and privileges to the channels specified in Paragraphs 1 (a) or 1 (b) and 1 (c), and 1 (h) or 1 (i) and 1 (j) under the agreement with GE Americom or any successor agreement. 12. Sales of Excess Capacity a) Customer may sell the excess channel capacity only as specifically stated herein Paragraph 6 and Paragraph 12 of this contract. b) Except as specified in Paragraph 6 and Paragraph 12 (c), Customer may not sell excess capacity on the "New York Dats" or "New York Sedat" through June 30, 2001. c) If at anytime, Customer has a decrease in the need for the quantity of full time channels provided for under this contract, and IDB and Customer do not wish to renegotiate the channel quantity and pricing, then Customer has the right to sell these channels specifically for the purpose of covering the cost of those channels. The "right to sell" only applies to the quantity of channels which Customer currently has as specified in Attachments A & D. Those channels referred to in Paragraph 2 (a) of this contract are not included. d) If Customer wishes to resell occasional channels, it may be done by reselling to IDB at a rate to be negotiated in good faith by both parties. IDB has the right to resell those channels at a rate which provides IDB with its standard markup. e) Unless specifically agreed to otherwise in writing by IDB, any channels which are sold by Customer to a client other than IDB must be routed through Customer controlled facilities to IDB and/or IDB's uplink location. 13

13. Changes in Channels In the event that new technologies become available and competitive, neither IDB nor Customer will deny the other the opportunity to evaluate conversion of the satellite channel capacity to the new technology. In the event that IDB is unwilling to convert the "headend", and with the addition of Customer's affiliates over 2/3rds of the existing US commercial radio stations would be able to receive the new technology, then IDB will release Customer from the commitment to this contract for the capacity which IDB will not convert, with nine (9) months written notice. 14. Third Party Requirements. a) The parties acknowledge and agree that, in providing satellite transmission services, IDB will be required to operate in accordance with the practices and procedures of the carrier from whom satellite transponder space or other transmission facilities are utilized, and to the extent carrier practices and procedures are inconsistent with the terms of this Agreement, such practices and procedures will control IDB's performance hereunder. b) The satellite uplink transmission services to be provided by IDB under this Agreement are subject to regulation by the Federal Communications Commission (the "FCC"). Throughout the term of this Agreement, IDB will obtain and keep current all licenses, permits and other approvals of the FCC or other governmental bodies required to perform such services. IDB's performance under this Agreement will at all times comply with the rules and regulations of the FCC, and to the extent they are inconsistent with the terms of this Agreement, such rules and regulations will control IDB's performance hereunder. 15. Miscellaneous. a) Payment of the charges set forth in this Agreement entitles Customer to receive only the services expressly described in this Agreement as being covered by such charges, and all other extra or additional services which Customer may wish to obtain from IDB shall only be supplied to Customer at prices and on such other terms as may be agreed to between the parties. b) Except for negligence on the part of IDB or its Employees, Customer will indemnify and hold IDB harmless from and against any and all claims, losses, liabilities, direct or consequential damages, costs and expenses, including reasonable attorneys' fees, arising out of or related to the content of 14

Customer's programming or other material furnished by Customer hereunder, including without limitation any claim for libel, slander or infringement of copyright. This indemnification shall survive any termination of this Agreement. c) Insofar as not inconsistent with paragraph 15 (b) above, IDB will indemnify and hold Customer harmless from and against any and all claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, arising out of or relating to the negligence or willful actions of IDB or its agents and employees in transmitting Customer's programming, including but not limited to failure to maintain necessary licenses or interference with a third party's transmissions. This indemnification extends only to IDB's actions in transmitting Customer's programming, and does not in any way affect the limitation on IDB's liability for failure to transmit Customer's programming set forth in paragraph 11 (b). This indemnification shall survive any termination of this Agreement. d) Neither party has any authority to make any statement, representation, warranty or other commitment on behalf of the other party, and this Agreement does not create any agency, employment, partnership, joint venture or similar relationship between the parties. e) Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, provided, however, that either party may assign its rights hereunder without the consent of the other party to any entity with which it may be merged or consolidated or which acquires all or substantially all of its assets, provided that such entity agrees to writing to assume all of the obligations of Customer or IDB, as the case may be, under this Agreement. f) All notices which either party may be required or desire to give to the other party under this Agreement shall be given by personal service or by registered or certified mail, return receipt requested, addressed to such party at its respective address as set forth at the beginning of this Agreement, or to such other address as a party may hereafter designate by proper written notice to the other party. 15

g) No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or any other provision of this Agreement, and no waiver shall be effective unless made in writing. In the event that any provisions of this Agreement shall be judged illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the entire Agreement shall not fail but the balance of this Agreement shall continue in full force and effect. h) It is mutually acknowledged and agreed that this Agreement shall be construed in accordance with the laws of the State of California. i) Customer and IDB acknowledge that they have read this entire Agreement and that this Agreement constitutes the entire understanding and contract between the parties hereto, and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof, all of which are merged herein. This Agreement shall not be modified, amended or any way altered except by an instrument in writing signed by both of the parties hereto. WHEREFORE, this Agreement shall take effect as of the date first written above when it has been executed below on each of two copies of duly authorized representatives of each party hereto. IDB COMMUNICATIONS GROUP, INC. UNISTAR RADIO NETWORKS, INC.
IDB COMMUNICATIONS GROUP, INC. /s/ Jill S. Jameson ______________________ Signature Jill S. Jameson ______________________ Print Name Director of Audio Sales _______________________ Title 5-28-93 _______________________ Date UNISTAR RADIO NETWORKS, INC.

/s/ Farid Suleman __________________________ Signature Farid Suleman ___________________________ Print Name Vice President of Finance ____________________________ Title 5-28-93 ____________________________ Date

16

WESTWOOD ONE, INC. LIST OF SUBSIDIARIES WESTWOOD ONE RADIO, INC. MUTUAL BROADCASTING SYSTEM, INC. UNISTAR RADIO NETWORKS, INC. WESTWOOD NATIONAL RADIO CORPORATION, INC. NATIONAL RADIO NETWORK, INC. THE SOURCE, INC. TALKNET, INC. WESTWOOD ONE SATELLITE SYSTEMS, INC. KM RECORDS, INC. WESTWOOD ONE STATIONS GROUP, INC. WESTWOOD ONE STATIONS - L.A., INC. WESTWOOD ONE STATIONS - NYC, INC. EXHIBIT 22

CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-8 (No.33-57637, No. 33-28849 and No. 33-64666) of Westwood One, Inc., of our report dated February 24, 1995 appearing on page F-2 of this Form 10-K. PRICE WATERHOUSE LLP Century City, California February 24, 1995 EXHIBIT 24

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS COMMON PREFERRED MANDATORY PREFERRED OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS PRIMARY EPS DILUTED
1 2 3 4 5 6

YEAR DEC 31 1994 JAN 01 1994 DEC 31 1994 2,439 0 37,631 1 0 0 46,157 16,748 2 0 260,112 38,472 115,443 311 3 0 0 95,454 260,112 0 136,340 4 0 105,389 5 24,969 6 0 8,802 (2,530) 200 (2,730) 0 (590) 0 (3,320) (.11) (.11)

REFLECTED NET OF THE ALLOWANCE FOR DOUBTFUL ACCOUNTS. REFLECTED NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION. COMPRISED OF COMMON STOCK AND CLASS B STOCK. COMPRISED OF NET REVENUES. COMPRISED OF OPERATING COSTS AND EXPENSES EXCLUDING DEPRECIATION AND AMORTIZATION. COMPRISED OF DEPRECIATION AND AMORTIZATION, CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES, AND RESTRUCTURING COSTS.