10-K

              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended June 30, 2005

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from __________ to ____________

     Commission File Number 1-9728

                         EPOCH HOLDING CORPORATION
________________________________________________________________________
           Exact name of registrant as specified in its charter

            Delaware                            20-1938886
______________________________     __________________________________
State or other jurisdiction of     I.R.S. Employer Identification No.
incorporation or organization

640 Fifth Avenue, 18th Floor, New York, NY              10019
__________________________________________            ________
Address of principal executive offices                Zip Code

Registrant's telephone number, including area code:  (212) 303-7200
                                                     ______________

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

       Title of each class
_______________________________________
Common Stock - Par value $.01 per share

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

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

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act):     Yes        No   x
                                            ___       ___

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act):      Yes        No   x
                                            ___       ___

As of September 19, 2005, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $35,922,025.

As of September 19, 2005, there were 18,325,331 shares of the Registrant's
common stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement to be issued in
connection with the 2005 Annual Meeting of Stockholders are incorporated by
reference into Part III of this report.

                            ANNUAL REPORT ON FORM 10-K
                                TABLE OF CONTENTS

                                     Part I

Item 1.   Business
Item 2.   Properties
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of Security Holders

                                     Part II

Item 5.   Market for Registrant's Common Equity and Related
          Stockholder Matters
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations
Item 7A.  Quantitative and Qualitative Disclosure about Market Risk
Item 8.   Financial Statements and Supplementary Data
Item 9.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure
Item 9A.  Controls and Procedures

                                     Part III

Item 10.  Directors and Officers of the Registrant
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management
Item 13.  Certain Relationships and Related Transactions
Item 14.  Principal Accounting Fees and Services

                                     Part IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K


                                     PART I

ITEM 1.   BUSINESS
          ________

Overview
Epoch Holding Corporation ("Epoch" or the "Company") is a holding company
whose primary line of business is investment management and investment
advisory services.  The operations of the Company are conducted through its
wholly-owned subsidiary, Epoch Investment Partners, Inc. ("EIP").  EIP is a
registered investment advisor under the Investment Advisers Act of 1940
(the "Investment Advisers Act").

The Company uses a fiscal year which ends on June 30th.  References to "FY
2005" and "FY 2004" in this document refer the fiscal years ended June 30,
2005 and June 30, 2004, respectively.  This Annual Report on Form 10-K may
also include "Forward Looking Statements" which refer to fiscal years
subsequent to the historical financial positions and results of operations
contained herein.  References to future fiscal years also apply to the June
30 year-end.

The Company maintains a website which contains current information on
operations and other corporate governance matters.  The website address is
www.eipny.com.  Through the Investor Relations section of our website, we
make available our Annual Report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, and any amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the Securities and Exchange
Commission ("SEC").

Company Structure and Discontinued Operations
On June 2, 2004, J Net Enterprises, Inc. ("J Net"), the predecessor to
Epoch, merged with EIP in a business combination which resulted in the
former EIP stockholders owning 51% of the issued and outstanding equity
securities of J Net immediately following the transaction.  As a result of
the majority of ownership interest in the Company being held by the former
EIP stockholders, the business combination was accounted for as a reverse
merger. Under generally accepted accounting principles in the United States
of America, the legally acquired company (in this case, EIP), became the
surviving entity for financial reporting purposes.  EIP was formed on April
14, 2004 and did not have a predecessor business.  Due to the reverse
merger treatment, the consolidated operations for FY 2004 reflect those of
EIP from April 14, 2004 through June 30, 2004, and J Net from June 2, 2004
(the date of the business combination) through June 30, 2004.  The FY 2005
consolidated results reflect the first complete year of operations
for the Company.

Prior to the June 2, 2004 business combination, J Net conducted operations
in the Internet-based e-commerce industry.  Immediately following the
closing of the transaction with EIP, Management initiated a formal plan to
dispose of the Internet-based operations and shift its business focus and
capital resources to the operations of EIP.  In September 2004, the
Internet-based operations were sold to the existing management of that
business segment.  The results of operations for that business segment have
been reported as discontinued operations.

Recent Events and FY 2005 Highlights
EIP became the primary operating business segment in June 2004 immediately
following the aforementioned business combination. Initially, one sub-
advisory contract with assets under management ("AUM") of $647 million was
transferred to EIP from a former client of Mr. William W. Priest, the Chief
Executive Officer of the Company.  At June 30, 2004, total AUM had
increased to $848 million.  The following highlights mark the notable
accomplishments made at the Company during its first full year of
operations:

     1.  At the Annual Meeting of Stockholders in November 2004, the
         stockholders approved the change of the Company's legal name from
         J Net Enterprises, Inc. to Epoch Holding Corporation to reflect
         the new business direction.

     2.  AUM increased to $1.4 billion, an increase of 65% from the prior
         year end.

     3.  Expansion into services for international products was announced
         in January 2005 and EIP was appointed as advisor to Epoch
         International Small Cap Fund ("EPIEX"), a publicly traded mutual
         fund.  In addition, the Company received sub-advisory mandates
         from CI Mutual Funds Inc. of Canada ("CI") for certain non U.S.
         funds.

     4.  EIP expanded its operations from 17 employees at June 30, 2004 to
         28 employees at June 30, 2005 and moved its offices to 640 Fifth
         Avenue in New York.

     5.  The Company successfully disposed of its e-commerce operations,
         enabling the Company to move forward with one business segment,
         Investment Advisory and Investment Management Services.

Operations and Products
EIP, the sole operating segment of the Company, is a registered investment
advisor under the Investment Advisers Act that manages investment assets
for retirement plans, mutual fund clients, endowments, foundations, and
high net worth individuals. As of June 30, 2005, EIP offered eight separate
investment products to its clients:

     1.  All Cap Equity - These holdings are comprised of a broad range of
         U.S. companies with market capitalizations that resemble stocks in
         the "Russell 3000", a U.S. Equity index which measures the
         performance of the 3,000 largest U.S. companies based upon total
         market capitalization.

     2.  U.S. Value - Generally, these holdings reflect a selection of
         equities in U.S. companies with market capitalizations in excess
         of $2 billion, generally considered to be comparable to the
         "Russell" 1000, a U.S. Equity index which measures the performance
         of the 1,000 largest companies in the Russell 3000 index.

     3.  U.S. Small Cap Value - These holdings are comprised of U.S.
         companies with market values under $2 billion, generally
         considered to be comparable to the "Russell 2000", a U.S. Equity
         index which measures the performance of the 2,000 smallest
         companies in the Russell 3000.

     4.  Global Small Cap - These holdings seek to capitalize upon the
         continuing globalization of the world economy by investing in
         small-cap companies in the U.S. and throughout the world

     5.  Absolute Return - While this product uses the same security
         selection process of other products offered by EIP, its holdings
         are limited to fewer than 30 positions. Individual positions can
         be as high as 15% and cash is used to control loss exposure.  The
         objective of this product is absolute positive return.

     6.  International Small Cap - This product draws almost all of its
         holdings from small cap companies outside the U.S., with "small
         cap" defined as companies with market capitalization in the bottom
         25% of the publicly traded companies in each country where the
         strategy is applied.  This approach results in an average
         portfolio market capitalization of less than $3 billion.  Index
         comparisons for this product include the S&P/Citigroup Extended
         Market Index (EMI) and the Europe Pacific Asia Composite (EPAC),
         commonly referred to as the "EMI EPAC Index".

     7.  Balanced Portfolio - This product is available to our high net
         worth investors. The mix of debt and equity securities is tailored
         to reflect (i) the client's tolerance for risk and (ii) the
         client's marginal tax rate or other preferences.  As a result, the
         mix can vary among individual clients. The equity components of
         these portfolios reflect EIP's All-Cap equity structure and
         generally contain 40-60 positions, almost all of which are held in
         other EIP products. The debt component of the portfolio is largely
         comprised of high quality bonds.

     8.  U.S. Value Concentrated - This product resembles the U.S. Value
         structure; however, its holdings are limited to 20-25 equity
         securities offering higher risk/reward returns.

Advisory and Sub-advisory Service Agreements
EIP earns it revenues from managing client accounts under investment
advisory and sub-advisory agreements. Such agreements provide for
compensation to EIP based on assets under management.  Generally, fees are
computed quarterly and payable in arrears. Certain contracts contain
provisions for the monthly payment of fees, or payment of fees quarterly in
advance. The Company also sponsors two mutual funds, EPIEX and the Epoch
All-Cap Value fund, for which fees are calculated based upon daily net
assets and paid monthly.

For a series of CI sponsored funds, EIP is the beneficiary of a sub-
advisory contract with CI.  The fees earned on this sub-advisory contract
are calculated based upon the daily net assets of each respective fund, and
are payable in arrears on a quarterly basis. The CI contract contains a
minimum two-year commitment to EIP, commencing June 2004, to provide such
services.

Growth Strategy
As the Company enters its second full year of operations, its growth
strategy will be focused on the development of distribution channels to
offer its various products to a broader array of clients. These efforts
will include increased relationships with investment advisory consultants,
initiation of managed accounts with third party institutions, and
maintaining strong sub-advisory relationships.

The Company also maintains a disciplined acquisition and alliance effort
which seeks complementary products or new products which could benefit
clients. While the Company plans to actively seek such opportunities, there
can be no assurance that acquisitions can be identified and closed on terms
that are attractive.  Management believes that opportunities are available,
but will only act on opportunities that are accretive to the long-term
business strategy.

Paramount to the ongoing success of the business, including growth in
existing products and retention of clients, will be the Company's ability
to attract and retain key employees. The Company offers competitive
compensation to its employees, including equity-based compensation, which
the Company believes promotes unity in the workforce and a common objective
with shareholders.

Competition
The investment management and investment advisory business is highly
competitive.  The Company continuously encounters competitors in the
marketplace which offer similar products and services. Management expects
that trend to continue due to the relatively low costs associated with
entering the business.

The investment management and advisory business is also characterized by
contracts with clients that are generally terminable on relatively short
notice.  While the Company believes it will be successful in obtaining and
retaining new clients, it is necessary to expend additional resources to
compete effectively.

Significant Customers
For the fiscal year ended June 30, 2005, two customers accounted for 43% of
consolidated revenues.  CI accounted for approximately 36% of FY 2005
revenues, while EPIEX accounted for approximately 7% of FY 2005 revenues.
For the quarter ended June 30, 2005, CI and EPIEX accounted for 32% and 14%
of consolidated revenues, respectively.  The Company's services and
relationships with these clients are important to the Company's ongoing
growth strategy, and retention of these customers is critical to the
ongoing results of operations and liquidity of the Company.

Regulation
The Company's business, as well as the financial services industry
generally, is subject to extensive regulation throughout the world. As a
matter of public policy, regulatory bodies are charged with safeguarding
the integrity of the securities and other financial markets and with
protecting the interests of customers participating in those markets, not
with protecting the interests of the Company's stockholders or creditors.
In the U.S., the SEC is the federal agency responsible for the
administration of the federal securities laws.  The exchanges, the NASD and
the National Futures Association are voluntary, self-regulatory bodies
composed of members, such as EIP, that have agreed to abide by
the respective bodies' rules and regulations. Each of these U.S. and non-
U.S. regulatory organizations may examine the activities of, and may expel,
fine and otherwise discipline, member firms and their employees.  The laws,
rules and regulations comprising this framework of regulation and the
interpretation and enforcement of existing laws, rules and regulations are
constantly changing.  The effect of any such changes cannot be predicted
and may impact the manner of operation and profitability of the Company.

The Company's common stock ("Common Stock") is quoted on the OTC bulletin
board ("OTCBB") under the symbol "EPHC".  The Company is subject to the
filing and reporting obligations of the Securities Act of 1933 and the
Exchange Act of 1934.

On September 12, 2005 the Company announced that its application for
listing on The NASDAQ SmallCap Market ("Nasdaq SmallCap") had been
approved, and it expects to commence trading on Nasdaq SmallCap under
Epoch's current symbol, "EPHC", within the subsequent 30 days.  Epoch's
trading on the Over-the-Counter Bulletin Board will cease upon commencement
of trading on Nasdaq SmallCap.  Pursuant to the transfer, the Company will
also be subject to the filing and reporting obligations of the Nasdaq
SmallCap.

EIP is registered as an investment adviser with the SEC. As a registered
investment adviser, EIP is subject to the requirements of the Investment
Advisers Act and the SEC's regulations thereunder. Such requirements relate
to, among other things, principal transactions between an adviser and
advisory clients, as well as general anti-fraud prohibitions.  Regulators
are empowered to conduct administrative proceedings that can result in
censure, fine, the issuance of cease-and-desist orders or the suspension or
expulsion of a broker-dealer or its directors, officers or employees.

The above descriptions of the regulatory and statutory provisions
applicable to the Company and EIP are not complete and are qualified in its
entirety by reference to the particular statutory or regulatory provision.
Any change in applicable laws or regulations may have a material effect on
the Company's business, prospects and opinions.

Cautionary Statements
If any of the following material risks occur, the Company's business,
financial condition or results of operations would likely suffer.

The Company has limited operating history as an asset management business
and, therefore, most of the historical financial information presented may
not be indicative of our future performance.

Business operations in the investment advisory and investment management
line of business began on April 14, 2004, and revenues were not earned
until June 2004.  Prior to such date, the Company's business was focused on
enterprise software and technology infrastructure.  The enterprise software
business was sold in September 2004 and the technology infrastructure
investment activities were suspended.  Investment advisory and investment
management remains the sole line of business of the Company.

Although the Company is confident the Management and employees of EIP have
experience, good reputations and good prospects in the asset management
business, the acquisition of clients and generation of revenue cannot be
assured.  The Company could lose clients and suffer a decline in the
Company's asset management and advisory revenue and earnings if the
investments the Company chooses in the Company's asset management business
perform poorly, regardless of overall trends in the prices of securities.

Investment performance affects the Company's AUM relating to existing
clients and is one of the most important factors in retaining clients and
competing for new asset management business.  Poor investment performance
could impair the Company's revenue and growth because:

     .  existing clients might withdraw funds from the Company's asset
        management business in favor of better performing products, which
        would result in lower investment advisory fees.

     .  third-party financial intermediaries, advisors or consultants may
        rate the Company's products poorly, which may result in client
        withdrawals and reduced asset flows from these third parties or
        their clients, or

     .  firms with which the Company has strategic alliances may terminate
        such relationships with the Company, and future strategic alliances
        may be unavailable.

Some members of Management are critical to the Company's success, and the
inability to attract and retain key employees could compromise the
Company's future success.

If key employees were to leave, whether to join a competitor or otherwise,
the Company may suffer a decline in revenue or earnings and suffer an
adverse effect on the Company's financial position. Loss of key employees
may occur due to perceived opportunity for promotion, increased
compensation, work environment or other individual reasons, some of which
may be beyond the Company's control.

Future success will depend to a significant extent upon the services and
efforts of the Company's executive officers, particularly William W.
Priest, our Chief Executive Officer and Chief Investment Officer, Timothy
T. Taussig, our President and Chief Operating Officer, J. Philip Clark,
Executive Vice President, and David N. Pearl, Head of US Equities.  These
executives are responsible for determining the strategic direction of our
business, and are integral to our brand and our reputation.  There are no
employment agreements with any key employees, including Mr. Priest.
However, pursuant to certain agreements pertinent to the business
combination with EIP, shares of Common Stock held by Mr. Priest and other
former EIP stockholders who are employees are subject to vesting and
forfeiture provisions.  The loss of the services of one or more key
employees, or failure to attract, retain and motivate qualified personnel
could negatively impact the business, financial condition, results of
operations and future prospects.  As with other asset management
businesses, future performance depends to a significant degree upon the
continued contributions of certain officers, portfolio managers and other
key marketing, client service and management personnel.  There is
substantial competition for these types of skilled personnel.

The Company is effectively controlled by William W. Priest, the Company's
Chief Executive Officer.

For at least the first three years following the June 2, 2004 business
combination, William W. Priest has the right to set the number of directors
on the Company's Board of Directors (the "Board") at seven, and to
designate four persons for appointment to the Board, provided such
designees meet the criteria established by our Nominating/Corporate
Governance Committee.  Moreover, Mr. Priest will have the right to remove
and/or replace any of these directors at any time.  As a result, Mr. Priest
will control the Board and, therefore, its business policies and affairs,
including determinations with respect to acquisitions, dispositions,
borrowings, issuances of Common Stock or other securities of the Company,
and the declaration and payment of dividends on the Common Stock.

Negative performance of the securities markets could reduce revenues.

The Company's investment management and investment advisory business also
would be expected to generate lower revenues in a market or general
economic downturn. Under the Company's asset management business
arrangements, investment advisory fees the Company receives typically are
based on the market value of AUM.  Accordingly, a decline in the prices of
securities would be expected to cause the Company's revenue and income to
decline by:

     .  causing the value of the Company's AUM to decrease, which would
        result in lower investment advisory fees,

     .  causing some of the Company's clients to withdraw funds from the
        Company's asset management business in favor of investments they
        perceive as offering greater opportunity or lower risk, which also
        would result in lower investment advisory fees.

If the Company's revenue declines without a commensurate reduction in the
Company's expenses, the Company's net income will be reduced.

In particular, approximately 50% (possibly more) of AUM are expected to be
invested in equity securities of companies with market capitalizations
between $200 million and $10 billion, often characterized as small or mid-
sized companies.  As a consequence, the Company is susceptible to the
volatility associated with changes in the market for stocks that fall
within this capitalization range.

The Company's investment style in the asset management business may
underperform other investment approaches, which may result in significant
client or asset departures or a reduction in AUM.

Even when securities prices are rising generally, performance can be
affected by investment style. Many of the equity investment strategies in
the Company's asset management business share a common investment
orientation towards fundamental security selection. The Company believes
this style tends to outperform the market in some market environments and
underperform it in others. In particular, a prolonged "growth" environment
(i.e., a prolonged period whereby growth stocks outperform value stocks)
may cause the Company's investment strategy to go out of favor with some
clients, consultants or third-party intermediaries. In combination with
poor performance relative to peers, changes in personnel, extensive periods
in particular market environments, or other difficulties may result in
significant client or asset departures or a reduction in AUM.

The Company's business is dependent on investment advisory and sub-advisory
agreements that are subject to termination or non-renewal; therefore,
clients could be lost on very short notice.

Substantially all anticipated revenues are to be derived pursuant to
investment advisory and sub-advisory agreements with clients.  In general,
either party may terminate these agreements upon 30 days' notice.  Any
termination of, or failure to renew, these agreements could have a material
adverse impact, particularly because many of the costs are relatively
fixed.

Our largest client accounts for approximately 32% of total revenues as of
the most recent quarter ended June 30, 2005 and, therefore, the Company is
dependent to a significant degree on its ability to create and maintain a
relationship with this client.  There can be no assurance that the Company
will be successful in creating or maintaining client relationships.  Any
failure by the Company to retain one or more large clients or establish
profitable relationships with additional clients could have a material
adverse effect on the business, financial condition and results of
operations.

Because the Company's clients can remove the assets the Company manages on
short notice, the Company may experience unexpected declines in revenue and
profitability.

The Company's investment advisory contracts are generally terminable upon
very short notice. Institutional and individual clients, and firms with
which the Company has strategic alliances, can terminate their relationship
with the Company, reduce the aggregate amount of AUM or shift their funds
to other types of accounts with different rate structures for a number of
reasons, including investment performance, changes in prevailing interest
rates and financial market performance. Poor performance relative to other
investment management firms tends to result in decreased investments in the
Company's investment products, increased redemptions of the Company's
investment products, and the loss of institutional or individual accounts
or strategic alliances. In addition, the ability to terminate relationships
may allow clients to renegotiate for lower fees paid for asset management
services.

In addition, in the U.S., as required by the Investment Advisers Act, each
of the Company's investment advisory contracts with the mutual funds the
Company advises or subadvises automatically terminates upon its
"assignment", or transfer of the Company's responsibility for fund
management.  Each of the Company's other investment advisory contracts
subject to the provisions of the Investment Advisers Act, as required by
this act, provides that the contract may not be "assigned" without the
consent of the customer. A sale of a sufficiently large block of shares of
the Company's voting securities or other transactions could be deemed an
"assignment" in certain circumstances. An assignment, actual or
constructive, will trigger these termination provisions and could adversely
affect the Company's ability to continue managing client accounts.

To the extent that a technical "assignment" of investment advisory
contracts arises, the Company will take the necessary steps to provide
clients an opportunity to consent to the continuation of their advisory
agreements. Such new agreements may need approval by the stockholders of
the respective funds. In the event that any of these clients do not consent
to a renewal of their agreement, the Company could lose AUM, which would
result in a loss of revenue.

There may not be a consistent pattern in the Company's financial results
from period to period, which may make it difficult for the Company to
achieve steady earnings growth on a quarterly basis and may cause the price
of the Company's Common Stock and, in turn, the Company's equity security
units, to decline.

The Company may experience significant fluctuations in revenue and profits.
The Company's revenue is particularly sensitive to fluctuations in the
Company's AUM.  Asset management fees are often based on AUM as of the end
of a quarter or month.  As a result, a reduction in assets at the end of a
quarter or month (as a result of market depreciation, withdrawals or
otherwise) will result in a decrease in management fees. As a result of
quarterly fluctuations, it may be difficult for the Company to achieve
steady earnings growth on a quarterly basis which could, in turn, lead to
large adverse movements in the price of the Company's Common
Stock or increased volatility in the Company's stock price generally and,
in turn, cause the value of the Company's equity security units to decline.

Access to clients through intermediaries is important to the Company's
asset management business, and reductions in referrals from such
intermediaries or poor reviews of the Company's products or the Company's
organization by such intermediaries could materially reduce the Company's
revenue and impair the Company's ability to attract new clients.

The Company's ability to market its services relies, in part, on receiving
mandates from the client base of national and regional securities firms,
banks, insurance companies, defined contribution plan administrators,
investment consultants and other intermediaries. To an increasing extent,
the Company's business uses referrals from accountants, lawyers, financial
planners and other professional advisors. The inability to have this access
could materially adversely affect the Company's business. In addition, many
of these intermediaries review and evaluate the Company's products and the
Company's organization. Poor reviews or evaluations of either the
particular products or of the Company may result in client withdrawals or
an inability to attract new assets through such intermediaries.

The Company faces strong competition from financial services firms, many of
whom have the ability to offer clients a wider range of products and
services than the Company can offer, which could lead to pricing pressures
that could materially adversely affect the Company's revenue and
profitability.

The financial services industry is intensely competitive and the Company
expects it to remain so. In addition to performance, the Company competes
on the basis of a number of factors including the quality of the Company's
employees, transaction execution, the Company's products and services,
innovation, reputation and price.  The Company believes that it will
experience pricing pressures in the future as some of the Company's
competitors seek to obtain increased market share by reducing fees.

The Company faces increased competition due to a trend toward
consolidation.  In recent years, there has been substantial consolidation
and convergence among companies in the financial services industry.  In
particular, a number of large commercial banks, insurance companies and
other broad-based financial services firms have established or acquired
broker-dealers or have merged with other financial institutions.  Many of
these firms have the ability to offer a wide range of products, from loans,
deposit-taking and insurance to brokerage, asset management and investment
banking services, which may enhance their competitive position.  They also
have the ability to support investment banking, including
financial advisory services, with commercial banking, insurance and other
financial services revenue in an effort to gain market share, which could
result in pricing pressure in the Company's business.

The Company derives a substantial percentage of its revenues from two
significant clients.

CI and EPIEX accounted for approximately 43% of revenues for FY 2005 and
47% of revenues for the quarter ended June 30, 2005.  A loss of either one
of these clients could negatively impact results of operations and
liquidity of the Company.

Any event that negatively affects the asset management industry could have
a material adverse effect.

Any event affecting the asset management industry that results in a general
decrease in AUM or a significant general decline in the number of advisory
clients or accounts could negatively impact revenues.  Future growth and
success depends in part upon the growth of the asset management industry.

The financial services industry faces substantial litigation and regulatory
risks, and the Company may face damage to the Company's professional
reputation and legal liability if the Company's services are not regarded
as satisfactory or for other reasons.

As a financial services firm, the Company depends to a large extent on the
Company's relationships with the Company's clients and the Company's
reputation for integrity and high-caliber professional services to attract
and retain clients. As a result, if a client is not satisfied with the
Company's services, such dissatisfaction may be more damaging to the
Company's business than to other types of businesses.

In recent years, the volume of claims and amount of damages claimed in
litigation and regulatory proceedings against financial advisors has been
increasing.  In the Company's business, the Company makes investment
decisions on behalf of the Company's clients which could result in
substantial losses. This may subject the Company to the risk of legal
liabilities or actions alleging negligent misconduct, breach of fiduciary
duty or breach of contract.  These risks often may be difficult to assess
or quantify and their existence and magnitude often remain
unknown for substantial periods of time. The Company's engagements
typically include broad indemnities from the Company's clients and
provisions designed to limit the Company's exposure to legal claims
relating to the Company's services, but these provisions may not protect
the Company or may not be adhered to in all cases.  The Company also is
subject to claims arising from disputes with employees
for alleged discrimination or harassment, among other things.  These
risks often may be difficult to assess or quantify, and their existence and
magnitude often remain unknown for substantial periods of time.  As a
result, the Company may incur significant legal expenses in defending
against litigation. Substantial legal liability or significant regulatory
action against the Company could materially adversely affect the Company's
business, financial condition or results of operations or cause significant
reputational harm to the Company, which could seriously harm the Company's
business.

Due to the extensive laws and regulations to which the Company is subject,
Management is required to devote substantial time and effort to legal and
regulatory compliance issues.  In addition, the regulatory environment in
which the Company operates is subject to change.  The Company may be
adversely affected as a result of new or revised legislation or regulations
or by changes in the interpretation or enforcement of existing laws and
regulations.

Employee misconduct could harm the Company by impairing the Company's
ability to attract and retain clients and subjecting the Company to
significant legal liability and reputational harm, and this type of
misconduct is difficult to detect and deter.

Recently, there have been a number of highly publicized cases involving
fraud or other misconduct by employees in the financial services industry
generally, and the Company runs the risk that employee misconduct could
occur in the Company's business as well.  For example, misconduct by
employees could involve the improper use or disclosure of confidential
information, which could result in regulatory sanctions and serious
reputational or financial harm.  In the Company's business, the Company has
authority over client assets, and the Company may, from time to time, have
custody of such assets.  In addition, the Company often has discretion to
trade client assets on the client's behalf and must do so acting in the
best interest of the client.  As a result, the Company is subject to a
number of obligations and standards, and the violation of those obligations
or standards may adversely affect the Company's clients and the Company. It
is not always possible to deter employee misconduct, and the precautions
the Company takes to detect and prevent this activity may not be effective
in all cases.

The Company may pursue acquisitions or joint ventures that could present
unforeseen integration obstacles or costs and could dilute the stock
ownership of the Company's stockholders and holders of the Company's equity
securities.

As part of the Company's long-term business strategy, the Company may
pursue joint ventures and other transactions aimed at expanding the
geography and scope of the Company's operations.  The Company expects to
explore partnership opportunities that the Company believes to be
attractive.  While the Company is not currently in negotiations with
respect to material acquisitions or material joint ventures, the Company
routinely assesses its strategic position and may in the future seek
acquisitions or other transactions to further enhance the Company's
competitive position.  If the Company is not correct when it assesses
the value, strengths and weaknesses, liabilities and potential
profitability of acquisition candidates or is not successful in integrating
the operations of the acquired business, the success of the combined
business could be compromised.

Acquisitions and joint ventures involve a number of risks and present
financial, managerial and operational challenges, including potential
disruption of the Company's ongoing business and distraction of management,
difficulty with integrating personnel and financial and other systems,
hiring additional management and other critical personnel and increasing
the scope, geographic diversity and complexity of the Company's operations.
The Company's clients may react unfavorably to the Company's acquisition
and joint venture strategy, the Company may not realize any anticipated
benefits from acquisitions, and the Company may be exposed to additional
liabilities of any acquired business or joint venture, any of which could
materially adversely affect the Company's revenue and results of
operations.  In addition, future acquisitions or joint ventures may involve
the issuance of additional shares of the Company's Common Stock, which may
dilute existing ownership of the Company.

Other operational risks may disrupt the Company's business, result in
regulatory action against the Company, or limit the Company's growth.

The Company's business is dependent on communications and information
systems, including those of the Company's vendors.  Any failure or
interruption of these systems, whether caused by fire, other natural
disaster, power or telecommunications failure, act of terrorism or war or
otherwise, could materially adversely affect the Company's operating
results. Although the Company has back-up systems in place, the Company's
back-up procedures and capabilities in the event of a failure or
interruption may not be adequate.

The Company relies heavily on its financial, accounting, trading,
compliance and other data processing systems. If any of these systems do
not operate properly or are disabled, the Company could suffer financial
loss, a disruption of the Company's business, liability to clients,
regulatory intervention or reputational damage. The inability of the
Company's systems to accommodate an increasing volume of transactions also
could constrain the Company's ability to expand its businesses.  The
Company expects that it will need to continue to upgrade and expand these
capabilities in the future to avoid disruption of, or constraints on, the
Company's operations.

Extensive regulation of the Company's business limits the Company's
activities and results in ongoing exposure to the potential for significant
penalties, including fines or limitations on the Company's ability to
conduct its business.

The financial services industry is subject to extensive regulation. The
Company is subject to regulation by governmental and self-regulatory
organizations in the jurisdictions in which the Company operates around the
world.  Many of these regulators, including U.S. and non-U.S. government
agencies and self-regulatory organizations, as well as state securities
commissions in the U.S., are empowered to conduct administrative
proceedings that can result in censure, fine, the issuance of cease-and-
desist orders or the suspension or expulsion of a broker-dealer.  The
requirements imposed by the Company's regulators are designed to ensure the
integrity of the financial markets and to protect customers and other
third parties who deal with the Company and are not designed to protect the
Company's stockholders. Consequently, these regulations often serve to
limit the Company's activities, including through net capital, customer
protection and market conduct requirements.

The Company faces the risk of significant intervention by regulatory
authorities, including extended investigation and surveillance activity,
adoption of costly or restrictive new regulations and judicial or
administrative proceedings that may result in substantial penalties.  Among
other things, the Company could be fined or be prohibited from engaging in
some of the Company's business activities.  In addition, the regulatory
environment in which the Company operates is subject to modifications and
further regulation.  New laws or regulations or changes in the enforcement
of existing laws or regulations applicable to the Company and the Company's
clients also may adversely affect the Company's business, and the Company's
ability to function in this environment will depend on the Company's
ability to constantly monitor and react to these changes.  In addition, the
regulatory environment in which the Company's clients operate may impact
the Company's business.  For example, changes in antitrust laws or the
enforcement of antitrust laws could affect the level of mergers and
acquisitions activity and changes in state laws may limit investment
activities of state pension plans.

In particular, for asset management businesses in general, there have been
a number of highly publicized regulatory inquiries that focus on the mutual
funds industry.  These inquiries already have resulted in increased
scrutiny in the industry and new rules and regulations for mutual funds and
their investment managers. This regulatory scrutiny and rulemaking
initiatives may result in an increase in operational and compliance costs
or the assessment of significant fines or penalties against the Company's
asset management business, and may otherwise limit the Company's ability to
engage in certain activities.

In addition, financial services firms are subject to numerous conflicts of
interests or perceived conflicts. The Company has adopted various policies,
controls and procedures to address or limit actual or perceived conflicts
and regularly seeks to review and update the Company's policies, controls
and procedures.  However, these policies and procedures may result in
increased costs, additional operational personnel, and increased regulatory
risk.  Failure to adhere to these policies and procedures may result in
regulatory sanctions or client litigation.

Specific regulatory changes also may have a direct impact on the revenue of
the Company's asset management business. In addition to regulatory scrutiny
and potential fines and sanctions, regulators continue to examine different
aspects of the asset management industry. Other proposed rules that are
currently under consideration include potential limitations on investment
activities in which an advisor may engage, such as hedge funds and mutual
funds, increased disclosure of advisor and fund activities and changes in
compensation for mutual fund sales.  These regulatory changes and other
proposed or potential changes may result in a reduction of revenue
associated with these activities.

Fluctuations in foreign currency exchange rates could lower the Company's
net income or negatively impact the portfolios of the Company's clients and
may affect the levels of the Company's AUM.

Foreign currency fluctuations also can impact the portfolios of the
Company's clients. Client portfolios are invested in securities across the
globe, although most portfolios are in a single base currency. Foreign
currency fluctuations can adversely impact investment performance for a
client's portfolio. In addition, foreign currency fluctuations may affect
the levels of the Company's AUM.  As the Company's AUM includes assets that
are denominated in currencies other than U.S. dollars, an increase in the
value of the U.S. dollar relative to those non-U.S. currencies may result
in a decrease in the dollar value of the Company's AUM, which, in turn,
would result in lower U.S. dollar denominated revenue in the Company's
business.  While this risk may be limited by foreign currency hedging, some
risks cannot be hedged and there is no guarantee that the Company's hedging
activity will be successful.  Poor performance may result in decreased AUM,
including withdrawal of client assets or a decrease in new assets being
raised in the relevant product.

The Company may not be able to fund future capital requirements on
favorable terms, if at all.

The Company cannot be certain that financing to fund working capital or
other cash requirements, if needed, will be available on favorable terms,
if at all.  Capital requirements will vary greatly from quarter to quarter
depending on, among other things, capital expenditures, fluctuations in
operating results and financing activities.  We believe that current cash
and cash equivalents and cash flows from operations will be sufficient to
satisfy the Company's cash requirements for the foreseeable future.
However, if future financing is necessary, the Company may or may not be
able to obtain financing on favorable terms, if at all.  Further, any
future equity financings could dilute the relative percentage ownership of
the then existing holders of Common Stock, and any future debt financings
could involve restrictive covenants that limit our ability to take certain
actions.

Employees
As of June 30, 2005, the Company employed 28 full-time employees.  Eleven
employees are involved in the portfolio management, research and trading
roles, nine in marketing, and eight in operations and business management.

ITEM 2.  PROPERTIES
         __________

The Company's headquarters and primary business operations are located in
New York, New York.  The Company leases 10,243 square feet of office space
under a long-term lease that expires in September 2015.  In addition, the
Company maintains a small office in Sherman Oaks, CA on an annual lease.
Certain administrative support and corporate affairs are conducted in
offices in Dallas, Texas on a six-month lease which expires in February
2006.

The Company is also the primary party to a lease in New York, New York with
approximately 8,500 square feet, which expires in December 2010.  In
January 2002, a sublease agreement was executed with an unrelated third
party.  While the Company remains responsible under terms of the original
lease, the subtenant has assumed those responsibilities and is performing
its obligations under the sublease agreement. Proceeds from the sublease
more than offset costs in the primary lease, net of profit sharing with the
landlord.

ITEM 3.  LEGAL PROCEEDINGS
         _________________

In the normal course of business, we may be subject to various legal
proceedings from time to time.  Management is not aware of any claims which
would have a material adverse effect on the Company's consolidated
financial position.

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

No matters were submitted to a vote of security holders during the fourth
quarter of 2005.

                                     PART II

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

The Company's Common Stock is quoted on the OTCBB under the trading symbol
"EPHC".  The following table sets forth the range of closing prices for
shares of the Common Stock for the fiscal quarters indicated.  No cash
dividends were paid during those fiscal quarters.

                           COMMON STOCK
_________________________________________________________________________
                                              High           Low
_________________________________________________________________________
Fiscal 2005
  First Quarter                               $3.10         $2.15
  Second Quarter                               4.90          2.50
  Third Quarter                                5.00          4.25
  Fourth Quarter                               4.74          4.10
_________________________________________________________________________
Fiscal 2004
  First Quarter                               $1.40         $ .75
  Second Quarter                               1.40          1.00
  Third Quarter                                1.47          1.25
  Fourth Quarter                               3.00          1.40
_________________________________________________________________________

On September 12, 2005 the Company announced that its application for
listing on Nasdaq SmallCap had been approved, and it expects to commence
trading on Nasdaq SmallCap under Epoch's current symbol, "EPHC", within the
subsequent 30 days.  Epoch's trading on the OTCBB will cease upon
commencement of trading on Nasdaq SmallCap.

As of September 19, 2005 there were 1,116 holders of record of the
Company's Common Stock.  The number of holders of record of the Company's
Common Stock on September 19, 2005 was computed by a count of record
holders.

Dividends
No cash dividends were paid during the year ended June 30, 2005.  Future
payment of quarterly cash dividends, if any, is subject to periodic review
and reconsideration by the Company's Board.

Recent issuance of unregistered securities
Upon the closing of the business combination with EIP in June 2004, Allan
R. Tessler, our Chairman of the Board and former Chief Executive Officer,
was awarded 200,000 restricted shares of the Company's Common Stock, priced
at $1.50 per share, the quoted closing market price for the Company's
Common Stock on the date of the business combination, for his role in
identifying and closing the business combination with EIP.  There were no
other issuances of unregistered securities in FY 2005.



Equity Compensation Plan Information
The following table provides information regarding the status of the Company's equity compensation
plans at June 30, 2005:

                                   Number of
                                 securities to be
                                    issued upon     Weighted-average      Number of securities
                                    exercise of    exercise price of       remaining available
                                    options and  outstanding restricted    for future issuance
                                     lifting of     stock units and          under equity
                                   restrictions    exercise price of       compensation plans
                                     on common    outstanding options,   (excluding securities
Plan Category                         stock       warrants and rights    reflected in column 1)
_____________                   ________________ _______________________ ______________________
                                                                  

1992 Incentive and
  Non-qualified Stock Option
  Plan (a)                          657,500            $ 8.91                           -

2004 Omnibus Long-Term
  Incentive Compensation
  Plan (b)                          423,112            $ 4.14                   2,576,888

Equity compensation plans
  not approved by security
  holders                           610,000            $12.38                           -



(a)  The Company's 1992 Incentive and Nonqualified Stock Option Plan
     expired on September 30, 2002.  The remaining options under this plan
     will remain open until they are exercised, cancelled or expire.

(b)  Stockholders of the Company approved the 2004 Omnibus Long-Term
     Incentive Compensation Plan at the Company's Annual Meeting of
     Shareholders on November 18, 2004.  All securities issued under this
     plan are in the form of restricted stock, which vest over a three year
     period.  In the event recipients do not fulfill their continuing
     employment obligations, unvested shares of restricted stock will be
     cancelled and returned to the plan for future issuance, unless the
     Compensation Committee of the Company authorizes revisions to the
     original vesting terms.

ITEM 6.  SELECTED FINANCIAL DATA
         _______________________

The following is selected financial data of the Company.  Due to the
reverse merger treatment for the EIP business combination, consolidated
operations began on April 14, 2004.  Accordingly, the selected financial
data reflects this limited operating history (dollars and shares in
thousands, except per share data).  The following selected historical
consolidated financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," and the audited consolidated financial statements and related
notes, all included in this Annual Report on Form 10-K.

Statement of Operations Data
____________________________

                                                        Commencement of
                                                         operations on
                                                         April 14, 2004
                                  Fiscal Year Ended         through
                                     June 30, 2005        June 30, 2004
                                  _________________     ________________
Operating Data:
_______________

Revenues                              $ 4,307                 $    70

Loss from continuing operations       $(7,108)                $(1,013)
Income from discontinued
  operations                              571                      21
                                      _______                 _______
  Net loss                            $(6,537)                $  (992)
                                      =======                 =======

Basic and diluted loss per share
  from continuing operations          $  (.39)                $  (.15)
                                      =======                 =======
Basic and diluted earnings per
  share from discontinued
  operations                          $   .03                 $     -
                                      =======                 =======
Average outstanding common shares      18,025                   6,718(a)
                                      =======                 =======

Balance Sheet Data
__________________

  Total assets                        $13,031                 $17,152
                                      =======                 =======
  Short-term investments              $     -                 $ 4,967
                                      =======                 =======

  Long-term debt                      $     -                 $     -
                                      =======                 =======
  Stockholders' equity                $ 9,577                 $12,687
                                      =======                 =======

  Assets under management
    (in millions)                     $ 1,402                 $   848
                                      =======                 =======

(a)  2004 weighted average shares outstanding are based on 1,000 shares
     from April 14, 2004 through June 1, 2004, representing issued and
     outstanding shares of Epoch up to the date of the merger.  Beginning
     June 2, 2004, issued and outstanding shares were 17,834,737.

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

Forward-Looking Statements
Certain information included in this Annual Report on Form 10-K and other
materials filed or to be filed by the Company with the SEC contain
statements that may be considered forward-looking.  In some cases, you can
identify these statements by forward-looking words such as "may," "might,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," and the negative of these terms and
other comparable terminology.  These forward-looking statements, which are
subject to known and unknown risks, uncertainties and assumptions about the
Company, may include projections of the Company's future financial
performance based on the Company's growth strategies and anticipated trends
in the Company's business. These statements are only predictions based on
the Company's current expectations and projections about future events.
There are important factors that could cause the Company's actual results,
level of activity, performance or achievements to differ materially from
the results, level of activity, performance or achievements expressed or
implied by the forward-looking statements. In particular, you should
consider the numerous risks and uncertainties outlined in "Cautionary
Statements."

These risks and uncertainties are not exhaustive.  Other sections of this
Annual Report on Form 10-K may include additional factors which could
adversely impact the Company's business and financial performance.
Moreover, the Company operates in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time, and it
is not possible for the Company's management to predict all risks and
uncertainties, nor can the Company assess the impact of all factors on the
Company's business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained
in any forward-looking statements.

Although the Company believes the expectations reflected in the forward-
looking statements are reasonable, the Company cannot guarantee future
results, level of activity, performance or achievements. Moreover, neither
the Company nor any other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements. You should not
rely upon forward-looking statements as predictions of future events. The
Company is under no duty to update any of these forward-looking statements
after the date of this Annual Report on Form 10-K, nor to conform the
Company's prior statements to actual results or revised expectations, and
the Company does not intend to do so.

Forward-looking statements include, but are not limited to, statements
about:

     .  the Company's business strategies and investment policies,

     .  the Company's possible or assumed future results of operations and
        operating cash flows,

     .  the Company's financing plans and the availability of short-term
        borrowing,

     .  the Company's competitive position,

     .  potential growth opportunities available to the Company,

     .  the recruitment and retention of the Company's managing directors
        and employees,

     .  the Company's expected levels of compensation,

     .  the Company's potential operating performance, achievements,
        productivity improvements, efficiency and cost reduction efforts,

     .  the likelihood of success and impact of litigation,

     .  the Company's expected tax rates,

     .  the Company's expectations with respect to the economy, securities
        markets, the market for mergers and acquisitions activity, the
        market for asset management activity and other industry trends,

     .  the benefits to the Company resulting from the effects of
        separation and recapitalization transactions and additional
        financing transactions,

     .  the effects of competition on the Company, and

     .  the impact of future legislation and regulation on the Company.

Overview
The Company provides investment advisory and investment management services
to its clients.  Its operating subsidiary, EIP, is a registered investment
advisor under the Investment Advisors Act.  Its business operations are to
manage investment assets for mutual funds, endowments, foundations and high
net worth individuals.  Revenues are generally derived from a percentage of
AUM.  Therefore, revenues are dependent on (i) performance of financial
markets, (ii) the ability to maintain existing clients, and (iii) changes
in the composition of AUM.  The management team is led by William W.
Priest.  Mr. Priest has over 30 years of experience in the investment
advisory business.  The overall investment philosophy is focused on
achieving a superior risk-adjusted return by investing in companies which
are undervalued relative to the investment team's fair value
determinations.  Security selection and portfolio construction are designed
to protect capital in declining markets while participating in rising
markets.

The Company uses a fiscal year which ends on June 30 of each calendar year.
The June 2, 2004 business combination between J Net and EIP was treated as
a reverse merger for accounting purposes.  Therefore, EIP's historical
operations, which are limited, provided the basis for this Management's
Discussion and Analysis.  The June 30, 2005 fiscal year reflects the first
full year of business operations.  Due to the reverse merger treatment, the
June 30, 2004 results of operations reflect the April 14, 2004 (the date on
which EIP began conducting business operations) through June 30, 2004
operations for EIP and J Net from June 2, 2004 (the date of the business
combination) through June 30, 2004.

Critical Accounting Policies
____________________________

General
The policies outlined below are critical to the Company's operations and
the understanding of the results of operations.  The impact of these
policies on operations is discussed throughout Management's Discussion and
Analysis of Financial Condition and Results of Operations where such
policies affect the reported and expected financial results.  For a
detailed discussion on the application of these and other accounting
policies, refer to Note 1 in the Notes to the Consolidated Financial
Statements contained in this Annual Report on Form 10-K.  Note that
preparation of this Annual Report on Form 10-K requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities and the
reported amounts of revenue and expenses during the reporting period.
Actual results may differ from those estimates.

Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries.

The June 2, 2004 business combination with EIP, pursuant to generally
accepted accounting principles in the United States of America, was treated
as a reverse acquisition.  In a reverse acquisition, the "legally acquired"
company (EIP) becomes the surviving reporting entity.  EIP began conducting
business operations in April 2004.  Due to the fact that FY 2005 represents
the first full year of operations, comparisons to FY 2004 are not
meaningful since FY 2004 reflects only the start-up period for EIP of April
2004 through June 2004.

Revenue recognition
Investment advisory and management fees pursuant to specific terms
contained in advisory or sub-advisory contracts between EIP and its clients
are generally recognized as services are provided.  Such contracts
generally call for revenue to be determined as a percentage of AUM.
Generally, fees are billed on a quarterly basis, in arrears.  Advance
payments, if received, are deferred and recognized during the periods for
which services are provided.

The Company performs services for mutual funds under advisory and sub-
advisory contracts.  Fees for these contracts are calculated based upon the
daily net assets of the respective fund.  Generally, advisory payments from
the mutual funds are received monthly, while sub-advisory payments are
received quarterly.

The Company also has certain contracts which contain "incentive clauses"
which allow the Company to collect additional fees in the event that
investment returns exceed stated amounts in the contracts.  Revenues for
these incentives are recognized only when such performance targets are
exceeded at the end of the contracts' performance years, typically at the
end of each calendar year.  No revenues are recognized until the contract
year-ends, even when investment returns are exceeding the contractual
targets within the contract year, due to the inability to forecast
financial markets.

Investments in Technology-Related Businesses
The Company holds minority investments in privately held, nonpublic
technology-related companies.  Ownership in these companies ranges from
less than 1% to 14%.  The Company uses the cost method to account for these
investments.  It is the policy of the Company to evaluate its investments
in technology-related businesses for possible impairment on a quarterly
basis.  The carrying values may differ from the values ultimately
realized upon disposition.

As of June 30, 2005, the Company held investments in four private companies
which continued to conduct business operations; Tellme Networks, Inc.,
Estara, Inc., Strategic Data Corporation and a privately held fund other
than technology-related companies.  Only one such investment, Tellme
Networks, Inc., continued to have any value ascribed, as described in Note
1 of the Notes to Consolidated Financial Statements.  There are no plans to
make additional investments in technology-related businesses.

Stock-based compensation
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25") and the pro forma disclosures
required in accordance with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123") to account for
employee and qualifying director stock-based compensation using the fair
market value method.  The Company also follows the provisions contained
within the Financial Accounting Standards Board ("FASB") Interpretation 44
("FIN 44"), which provides clarification on the application of APB 25.

Stock-based compensation costs related to equity instruments are charged
against income ratably over the fixed vesting period of the related equity
instruments, with the initial charge generally recorded in the first full
month following the grant.

There were no stock options issued during FY 2005 and FY 2004.  All stock
options previously granted under a stock option plan, which expired on
September 30, 2002, were fully vested prior to FY 2004.  Therefore, there
are no pro forma disclosures under SFAS 123 because there is no difference
between the net losses for FY 2005 and FY 2004, as reported, and the
potential effects of any stock-based compensation using SFAS 123.
Additionally, there is no difference between APB 25 and SFAS 123 in
compensation costs recognized for restricted stock awards and restricted
stock issued in the business combination described in Note 2 of the Notes
to Consolidated Financial Statements.

On December 16, 2004, the FASB issued Statement of Financial Accounting
Standards No. 123 (Revised 2004), "Share-Based Payment" ("SFAS 123R").
SFAS 123R requires companies to expense share-based payments, including
stock options, as compensation.  The Company will adopt SFAS 123R in the
quarter beginning July 1, 2005.  Presently, the Company's restricted stock
awards fall under the scope of SFAS 123R, and the current accounting
treatment for those awards is consistent with SFAS 123R.

On June 2, 2004, the Company issued 9,095,716 shares of its Common Stock to
the former shareholders of EIP in connection with the business combination
with EIP.  A total of 5,763,251 of these shares were compensatory shares
issued to shareholders who became employees of the Company.  Additionally,
5,531,332 of the compensatory shares are subject to a three-year vesting
period, which requires continued employment with the Company during the
vesting period.  On June 2, 2005, a total of 790,190 of those shares vested
pursuant to terms contained in the June 2, 2004 Agreement and Plan of
Merger (the "Merger Agreement").  Assuming the shareholders remain
employees of the Company, 1,580,381 shares will vest on June 2, 2006 and
the remaining 3,160,761 shares will vest on June 2, 2007.

A total of 1,623,428 of the 5,531,332 shares subject to the aforementioned
vesting were attributable to an escrow provision as defined in the Merger
Agreement.  These shares were not deemed to be earned until June 18, 2004,
the date on which AUM surpassed the targets established in the Merger
Agreement.  As a result, the value of these shares is based on a share
price of $2.03, the closing price of the Company's Common Stock on June 18,
2004.  The other 3,907,904 shares were valued on June 2, 2004 at $1.50 per
share, the effective date of the business combination.  Total stock
compensation expense, as it relates to the employees who were issued stock,
was $.5 million in FY 2004 and $3.1 million in FY 2005.  Assuming the
remaining shares vest as contemplated, additional stock compensation of
$3.1 million per year will occur in FY 2006 and FY 2007.

During fiscal year 2005, 294,796 shares of restricted stock were issued to
employees of the Company under the Company's 2004 Omnibus Long-Term
Incentive Compensation Plan.  In addition, non-employee directors of the
Company receive Common Stock equal to $50,000 per year for their services.
Two such awards were made to directors in FY 2005, one for FY 2005 services
and one in advance of FY 2006 services.  Total shares issued to directors
for the two years of services were 128,316.  Vesting terms for the
restricted stock issued to employees are identical to the three-year
vesting terms for the former EIP stockholders.  Directors' restricted
shares vest one-third per year over a three-year period from the date of
issuance.

Discontinued Operations
Prior to the business combination with EIP, the Company conducted
operations in the Internet-based e-commerce industry.  Upon consummation of
the business combination, the Company formalized a plan to divest this line
of business, which was conducted through IW Holdings, Inc. ("IWH"), a
wholly owned subsidiary of the Company.  As a result, the IWH financial
information is being reported as discontinued operations.  Management
completed the sale of the assets of IWH in September 2004.

Capital Resources and Liquidity
_______________________________

Liquidity
As of June 30, 2005, the Company had $8.6 million of cash and cash
equivalents and $1.2 million of accounts receivable available to fund its
operations and growth strategy.  Working capital at the end of FY 2005 was
$7.5 million.  Sources of funds are generated from investment advisory
revenues, interest from cash deposits and rental receipts from the
Company's subleased office space in New York.  During FY 2005, the Company
also received proceeds of $.5 million from collection of a note issued to
the purchaser of the discontinued operations when those operations were
sold in September 2004.

FY 2005 represented, for the most part, the start-up year and an operating
loss from continuing operations of $7.1 million was incurred - which
included non-cash charges of approximately $3.6 million.  At June 30, 2004,
AUM was $848 million and employees directly involved in the investment
advisory and investment management operations totaled 17 full-time
employees.  During FY 2005, the AUM grew approximately 65% to $1.4 billion
and employees increased to a total of 28 full-time on staff.  The Company
expects to continue to increase staff in FY 2006 to support the increased
AUM base and increased distribution efforts for its products.  However, the
rate of employee additions is expected to decline substantially compared to
the Company's start-up year.  The Company's Management expects to generate
quarterly positive cash flow operating results during the latter quarters
of FY 2006.  A number of factors could impact this objective, including,
but not limited to, retention of existing clients, overall performance
of domestic and international markets, the ability to control operating
costs, and success in adding to AUM.

Despite the incurrence of operating losses that are expected to occur into
FY 2006, Management believes the existing cash and cash equivalents are
adequate to provide the necessary resources to implement its growth to
profitability objectives.  A summary of the changes in cash balances during
FY 2005 follows (dollars in thousands):

Cash and short-term investments
  as of June 30, 2004                             $15,768
Payment of formation costs - EIP merger              (840)
Capital expenditures for office space, net
  of landlord contributions of $614                (1,819)
Settlement of IRS claims, including interest       (1,483)
Collection of notes                                   534
Cash used in operations and working capital        (3,610)
                                                  _______
  Cash and cash equivalents at June 30, 2005      $ 8,550
                                                  =======

Contractual Obligations
The Company's headquarters and operations are located in New York, New
York.  Business is conducted in offices with approximately 10,000 square
feet under a long-term lease that expires in September 2015.  Future
minimum lease payments under this lease are presented on the following
table (dollars in thousands):

                                       Fiscal Years Ended June 30,
                             ____________________________________________
                                      2007 -   2010 -  2012 and
                             2006     2009     2011    thereafter   Total
                             ____    ______   ______   __________  ______

Future minimum payments      $499    $1,997   $1,370    $3,048     $6,914
                             ====    ======   ======    ======     ======

The Company is also the primary party to another lease in New York, New
York which expires in December 2010.  This property is subleased to an
unrelated third party.  While the Company remains responsible for
obligations under the lease, the sublease income, net of profit sharing
with the landlord, more than offsets the Company's obligations under this
lease.  The subtenant has performed its obligations under the sublease
agreement and the Company is not aware of any credit issues with the
subtenant.  As of June 30, 2005, the remaining future minimum payments
under this lease total $2.6 million.  These future minimum payments are
more than offset by future minimum receipts from the subtenant, net of
profit sharing with the landlord, which total $3.0 million as of June 30,
2005.

The Company also has office leases in Sherman Oaks, California and Dallas,
Texas.  These leases are in "executive suites" with commitments of less
than one year.  The obligations under these leases are minimal.

There are no employment contracts with any officers or employees of the
Company.  The Company is obligated to enter into an employment agreement
with William W. Priest, the Chief Executive Officer of the Company, in June
2007, at the end of his three year employment date with the Company.  Terms
of such agreement are not known at this time, although the contents of that
contract, when and if such contract is entered into, are expected to be
comparable with other Chief Executive Officers of publicly traded
investment advisory and investment management firms and must be reviewed
and approved by the Company's Compensation Committee.

The Company has obligations to pay either bonuses or advances on future
sales commissions in FY 2006 and FY 2007 which total approximately $2.5
million.  Approximately $.6 million of the Company's bonus obligation
represents restricted stock awards to be issued in FY 2006.  The Company
also has certain severance obligations which total approximately $.2
million if such severance occurs.

Summary of Contractual Obligations
The following table summarizes all contractual obligations, including the
aforementioned office leases (dollars in thousands).

                                       Fiscal Years Ended June 30,
                             ____________________________________________
                                      2007 -   2010 -  2012 and
                             2006     2009     2011    thereafter   Total
                             ____    ______   ______   __________  ______

Primary New York
  operations                 $  499  $ 1,997  $1,370     $3,048    $ 6,914
Subleased New York lease        481    1,442     641          -      2,564
Other office locations           20        -       -          -         20
Other operating leases           32       49      11          -         92
Bonuses and commissions (a)   2,509      150       -          -      2,659
                             ______  _______  ______     ______    _______
  Total obligations           3,541    3,638   2,022      3,048     12,249
Sublease income                (548)  (1,708)   (765)         -     (3,021)
                             ______  _______  ______     ______    _______
    Net obligations          $2,993  $ 1,930  $1,257     $3,048    $ 9,228
                             ======  =======  ======     ======    =======

(a)  Bonuses and commissions include approximately $.6 million of non-cash
     restricted stock awards to be issued in FY 2006.  It also includes $.2
     million of severance obligations.

Cash Flows
Cash used in operations during FY 2005 was $5.9 million.  The total amount
included nonrecurring payments of $.8 million for formation costs related
to the June 2004 business combination with EIP and a $1.5 million payment
to the Internal Revenue Service to settle earlier year audit claims of J
Net.  Excluding these non-recurring payments, cash used in operations,
including working capital changes was $3.6 million.

Management expects the cash used in operations to decline in the future.
AUM and its related operating revenue have steadily increased, and expenses
from rapid hiring of personnel are expected to level in the near future.
The combination of these events is expected to cause quarterly cash use to
continue to decline.

Off-Balance Sheet Agreements
As of June 30, 2005, we had no off-balance sheet arrangements.

Results of Operations
FY 2005 compared with FY 2004

General
_______

The fiscal year ended June 30, 2005 represents the first full year of
operations of the Company.  In FY 2004, results of operations represented
the start-up period, which began on April 14, 2004 and ended on June 30,
2004.  Since FY 2004 results of operations reflect only a partial year,
comparisons of FY 2005 to FY 2004 are not meaningful.  Accordingly, the
discussion of results of operations will focus on significant
accomplishments during the Company's first full year of operations.  Where
applicable, we will discuss current actions being taken to
guide the Company toward profitability.  The summarized results of
operations for FY 2005 and FY 2004 are presented below (dollars in
thousands):

                                                 FY 2005         FY 2004
                                                 _______         _______

Revenues                                         $ 4,307         $    70
General and administrative expenses               (9,155)           (371)
Stock-based compensation                          (3,427)           (771)
                                                 _______         _______
Loss from continuing operations                   (8,275)         (1,072)
Other income, net                                  1,167              59
                                                 _______         _______
Net loss from continuing operations               (7,108)         (1,013)
Net gain from discontinued operations                571              21
                                                 _______         _______
  Net loss                                       $(6,537)        $  (992)
                                                 =======         =======

Operating metrics:
  Assets under management (in millions)          $ 1,402         $   848
                                                 =======         =======

Assets under management
_______________________

AUM as of June 30, 2005 were $1.4 billion compared with AUM of $.8 billion
on June 30, 2004.  A summary of AUM by client type for each year-end
follows (dollars in millions):

                          2005        2004      $ increase     % change
                         ______       ____      __________     ________

Sub-advised              $  922       $609          $313           51%
Institutional               233         28           205          732%
High net worth              247        211            36           17%
                         ______       ____          ____          ___
                         $1,402       $848          $554           65%
                         ======       ====          ====          ===

Significant additions at the product level included $212 million in new
mandates in the international equity products as well as $115 million in
new mandates in the Company's U.S. value strategies.

Revenues
________

Revenues from investment advisory and investment management services were
$4.3 million in FY 2005.  As previously noted, FY 2004 revenues, which were
$70 thousand, are not comparable due to FY 2004 representing only a partial
year.  In fact, no revenues were earned in FY 2004 until June 21, 2004.  As
a result, FY 2004 revenues represented only nine days of earnings.

A significant percentage of revenues in FY 2005 was derived from two
clients; CI and EPIEX, a publicly traded mutual fund for which EIP is the
adviser.  As of June 30, 2005, CI represented 64% of total AUM and 36% of
FY 2005 total revenues.  The significance of EPIEX increased during the
last half of FY 2005.  EPIEX represented over 14% of revenues for the
quarter ended June 30, 2005, and 7% of revenues for FY 2005.

A significant anticipated revenue highlight as the Company moves into its
next fiscal year is the fact that over $63 million of June 30, 2005 AUM
were from mandates that occurred on June 29 and June 30, 2005.  Therefore,
no revenues were earned from these awards in FY 2005.  The annualized
revenues from these two mandates, based on the initial AUM number at their
respective contract dates are over $400 thousand.

Operating expenses (including stock-based compensation)
_______________________________________________________

The Company classifies its operating expenses into four categories:

     1.  Employee-related costs - These costs include cash compensation,
         bonuses, employee benefits and related employer tax costs, sales
         commissions, and travel costs.  For FY 2005, these costs totaled
         $6.3 million.  Total full-time employees increased to 28 at June
         30, 2005 from 17 in the previous year.  The Company expects to
         increase staff during the next three months to 32.  Employee
         additions will be centered on investment professionals to
         supplement research on the Company's existing products.

     2.  Professional fees and services - These costs represent fees for
         outside counsel, independent accountants, and other contractors or
         professionals, such as public relations firms and advertising
         professionals.  For FY 2005, these expenses totaled $1.0 million.
         Significant components included in these expenses included legal
         and accounting fees related to compliance with public company and
         Investment Advisors Act requirements of $.4 million, marketing
         costs of $.2 million, and $.3 million to various other service
         providers.

         The Company expects to reduce its reliance on outside
         professionals as full time staff additions are added.
         Nevertheless, certain third party costs in advertising and
         compliance with public company and investment advisory regulations
         will continue to be incurred.  In addition, the Company expects to
         see an increase in professional fees in the upcoming twelve months
         as it implements its Sarbanes-Oxley Section 404 reporting
         requirements.

     3.  General and administrative expenses - The most significant
         components of these expenses, which totaled $1.9 million in FY
         2005, include office rent ($1.0 million), insurance costs
         ($.1 million), computer applications and software-related
         maintenance costs ($.2 million), office supplies, utilities and
         marketing materials ($.2 million) and depreciation expenses ($.2
         million).

     4.  Stock-based compensation - In FY 2005, total stock compensation
         was $3.4 million.  Of this total, $3.1 million is attributable to
         stock which was issued to the former stockholders of EIP in the
         June 2, 2004 business combination.  This stock is subject to a
         three-year vesting term, which will expire in June 2007.  The
         remaining $.3 million represents restricted stock awards to
         employees and non-employee directors of the Company.

The amortization of the EIP stockholders' restricted stock will be $3.1
million in FY 2006 and FY 2007.  Due to their significance, the ability to
achieve profitability will be curtailed until the vesting period expires.
Management is focused on achieving this profitability, but cannot assure it
will be accomplished during the periods when the stock compensation is at
the current, unusually high rate.

Other income, net
_________________

The Company invests its excess cash in money market and other interest-
bearing instruments which earn interest over a short period of time,
typically 7 to 35 days.  Management does not seek higher returns from
investments in riskier, low-grade securities.  In FY 2005, interest earned
on excess cash was $.2 million.

One of the Company's properties in New York, New York is subleased to an
unrelated party.  In FY 2005, rental receipts from the subtenant were $.6
million.  The rental receipts more than offset base lease costs on the
property.

In FY 2005, the Company sold its Internet-based e-commerce business and
accepted a note with a face value of $.5 million as part of the purchase
price.  At the time of the sale, Management assigned significant risk to
the collectibility of the note and established an allowance of $.3 million
against the face value.  In May 2005, the purchaser paid the note in full.
As a result, a gain of $.3 million, equal to the allowance, was recognized.

Loss from continuing operations
_______________________________

A loss of $7.1 million was incurred in FY 2005.  The Company believes it
has the necessary human resources and infrastructure to increase revenues
without incurring significant additional operating costs.  As previously
mentioned, there will be significant stock-based compensation costs in FY
2006 and FY 2007.  Therefore, the ability to achieve profitability will be
difficult until the initial stock compensation from the June 2, 2004
business combination with EIP is complete.

Discontinued operations
_______________________

In September 2004, the Company completed the sale of its e-commerce
software operations to the former management of that segment.
Consideration to the Company came in the form of a 19.9% membership
interest in the buyer's entity, the assumption by the buyer of liabilities
of $466 thousand, and the issuance of a $534 thousand secured promissory
note (the "Note") to the Company.  The Note was due 5 years from the date
of issuance, bore interest at 6.5% per annum and was secured by all of the
assets that were purchased in the transaction.   Payments of principal on
the Note were to be made at a rate of 50% of the annual cash flows from
operations, as defined in the agreement, in excess of $300 thousand.  The
Company recorded the Note at its estimated fair value of approximately $200
thousand.  Factors affecting the estimate were the non-marketable status of
the Note and certain risks in reaching cash flow targets for payment.  On
May 16, 2005 the Company collected the full $534 thousand.  The receipt
fully discharged the Note and required the Company to record a fourth
quarter gain of $334 thousand.

Selected financial data - discontinued operations
Following are the summary operating results of the discontinued operations
(dollars in thousands):

Revenues                                      $ 293
Costs and expenses                             (294)
                                              _____
  Loss from discontinued
  operations before income taxes                 (1)
Provision for income taxes                        -
                                              _____
  Loss from discontinued operations           $  (1)
                                              =====

Gain from sale of discontinued operations     $ 571
Provision for income taxes                        -
                                              _____
  After tax gain                              $ 571
                                              =====

In May 2005, the purchaser of the e-commerce assets sold the assets to
another party and repaid the face value of the Note to the Company.  The
associated gain, equal to the allowance established by the Company in
September 2004 was reported as a component of other income in continuing
operations and not a part of the discontinued operations gain.  This
accounting treatment is consistent with the SEC's Staff Accounting Bulletin
No. 93 which states the gains and losses associated with assets received as
consideration for discontinued operations should be reported within
continuing operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
          _________________________________________________________

The Company invests its free cash in various financial instruments and
money markets, which entail certain risks.  Presently, the Company does not
participate in hedging activities nor does it have any derivative financial
instruments.

Cash and cash equivalents, including earning instruments which earn
interest over short periods of time (7-35 days), are exposed to market risk
due to changes in interest rates, which impacts interest income.  Cash
balances also exceed amounts which are guaranteed by the Federal Deposit
Insurance Corporation.  The Company maintains its cash in institutions
which have superior credit ratings and consistently monitors the quality of
the institution where its cash is deposited.

The value of AUM can be affected by changes in interest rates and
fluctuations in financial markets.  The Company's revenue is derived from
the value of AUM.  Therefore, revenues and results of operations can be
negatively affected by adverse changes in the prices of securities or
interest rates.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         ___________________________________________

The Financial Statements and Supplementary Data required by this Item 8 are
set forth as indicated in Item 15(a)(1)(2).

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

None.

ITEM 9A.  CONTROLS AND PROCEDURES
          _______________________

Within the 90-day period prior to the filing of this Annual Report on
Form 10-K, an evaluation was carried out under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer (the "CEO"), the Chief Operating Officer ("COO") and the Chief
Financial Officer ("CFO"), of the effectiveness and design of disclosure
controls and procedures, pursuant to Securities and Exchange Act Rule 13a-
15(b), used to prepare consolidated financial statements.  Based on that
evaluation, the CEO, COO and CFO have concluded the disclosure controls and
procedures designed to ensure that information required to be disclosed by
the Company in reports filed or to be filed with the SEC are adequate and
are operating in an effective manner.

There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
date of the most recent evaluation.

The Company is not currently an accelerated filer and is not currently
subject to the Internal Control reporting requirements under Section 404 of
the Sarbanes-Oxley Act until its next fiscal year which will end on June
30, 2007.  The Company has begun documentation of processes for its
internal controls and will comply with Section 404 as required.

                                     PART III

ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT
          ________________________________________

ITEM 11.  EXECUTIVE COMPENSATION
          ______________________

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          ______________________________________________________________

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ______________________________________________

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
          ______________________________________

The information required by items 10, 11, 12, 13 and 14 are incorporated by
reference from the 2005 Proxy Statement to be filed with the SEC within 120
days of the end of the fiscal year covered by this report.

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
          _______________________________________________________________

(a) (1) and (2)  Consolidated Financial Statements and Schedules

For a list of the consolidated financial statements and consolidated
financial statement schedules filed as a part of this Annual Report on Form
10-K, see "Index to Financial Statements, Supplementary Data and Financial
Statement Schedules" on page F-1.

(a) (3)  The exhibits filed and incorporated by reference are listed in the
         index of Exhibits required by Item 601 of Regulation S-K at Item c
         below.

(b)  Reports on Form 8-K

Date of Report              Item(s)                   Description
______________              _______                   ___________

July 13, 2005            8.01 and 9.01       Disclosure of June 30, 2005
                                             Assets Under Management and
                                             related press release

July 13, 2005            5.02(b)             Resignation of Mark E. Wilson
                                             as the Company's Chief
                                             Financial Officer effective
                                             August 15, 2005

August 8, 2005           5.02(c)             Appointment of Adam Borak as
                                             the Company's Chief Financial
                                             Officer effective August 8,
                                             2005
September 12, 2005      3.01 and 9.01        Notice of approval by The
                                             Nasdaq to trade on The Nasdaq
                                             SmallCap Market and related
                                             press release

(c)  Exhibits

     2.1    Agreement and Plan of Reorganization dated June 2, 2004 (A)
     3.1    Articles of Incorporation of the Registrant, as amended (B)
     3.2    By-laws of the Registrant, as amended (B)
     4.1    Stockholder Rights Agreement dated as of July 11, 1994 between
            the Registrant and Continental Stock Transfer & Trust Company,
            as Rights Agent (C)
     10.2   1992 Incentive and Non-qualified Stock Option Plan (D)(E)
     10.40  Stockholders Agreement dated as of June 2, 2004 among J Net
            Enterprises, Inc. and certain of its stockholders (A)
     10.41  Registration Rights Agreement dated as of June 2, 2004 among J
            Net Enterprises, Inc. and certain of its stockholders (A)
     10.42  Audited Financial Statements of J Net as of June 1, 2004 (F)
     10.43  Asset Purchase Agreement by and between InterWorld Holdings,
            LLC as buyer and IW Holdings, Inc. as seller dated September 9,
            2004 (G)
     10.44  2004 Omnibus Long-Term Incentive Compensation Plan (E) (H)
     10.45  Office lease between Vornado 640 Fifth Avenue LLC (Landlord)
            and Epoch Investment Partners, Inc. (Tenant) (I)
     10.46  Form of Restricted Stock Award - Directors (I)
     10.47  Form of Restricted Stock Award - Employees (I)
     21.1   List of Registrant's subsidiaries (I)
     23.1   Consent of CF & Co., L.L.P. (I)
     31.1   Principal Executive Officer Certification (I)
     31.2   Principal Financial Officer Certification (I)
     32.1   Certification of Chief Executive Officer and Chief Financial
            Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002 (I)

            (A)  Incorporated by reference to Registrant's Form 8-K dated
                 June 3, 2004.
            (B)  Incorporated by reference to Registrant's Form 8-K dated
                 December 7, 2004.
            (C)  Incorporated by reference to Registrant's Form 8-K dated
                 July 12, 1994.
            (D)  Incorporated by reference to Registrant's 1992 Proxy
                 Statement.
            (E)  Management contract or compensatory agreement which is
                 separately identified in accordance with Item 15(a)(3) of
                 Form 10-K).
            (F)  Incorporated by reference to Registrant's Annual Report on
                 Form 10-K for the fiscal year ended June 30, 2004.
            (G)  Incorporated by reference to Registrant's Form 8-K dated
                 September 14, 2004.
            (H)  Incorporated by reference to Registrant's Form 8-K dated
                 November 19, 2004.
            (I)  Included herein.

(d)  Schedules

For a list of the financial statement schedules filed as a part of this
annual report on Form 10-K, see "Index to Financial Statements,
Supplementary Data and Financial Statement Schedules" on page F-1.

                                           SIGNATURES

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

Dated:  September 28, 2005                 EPOCH HOLDING CORPORATION
                                                 (Registrant)

                                           By:  /s/ William W. Priest
                                               _______________________
                                               William W. Priest
                                               Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

         Signature                  Title                       Date

/s/ Allan R. Tessler        Chairman of the Board        September 28, 2005
_______________________
Allan R. Tessler

/s/ William W. Priest       Chief Executive Officer      September 28, 2005
_______________________     (Principal Executive Officer)
William W. Priest

/s/ Adam Borak              Chief Financial Officer      September 28, 2005
_______________________     (Principal Financial Officer)
Adam Borak

/s/ Jeffrey L. Berenson     Director                     September 28, 2005
_______________________
Jeffrey L. Berenson

/s/  Peter A. Flaherty      Director                     September 28, 2005
_______________________
Peter A. Flaherty

/s/ Eugene M. Freedman      Director                     September 28, 2005
_______________________
Eugene M. Freedman

/s/ David R. Markin         Director                     September 28, 2005
_______________________
David R. Markin

                    EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA
                        AND FINANCIAL STATEMENT SCHEDULES
                               [ITEMS 8 AND 15(a)]

(1)  FINANCIAL STATEMENTS:

     Report of Independent Registered Public Accounting Firm

     Consolidated Balance Sheets
       Years ended June 30, 2005 and June 30, 2004

     Consolidated Statements of Operations
       For the period from April 14, 2004 (date of inception) to June 30,
       2004 and year ended June 30, 2005

     Consolidated Statements of Stockholders' Equity
       For the period from April 14, 2004 (date of inception) to June 30,
       2004 and year ended June 30, 2005

     Consolidated Statements of Cash Flows
       For the period from April 14, 2004 (date of inception) to June 30,
       2004 and year ended June 30, 2005

     Notes to Consolidated Financial Statements

(2)  SUPPLEMENTARY DATA:

     Quarterly Financial Information (Unaudited)
       For the year ended June 30, 2005 and for the period from April 14,
       2004 (Date of Inception) to June 30, 2004

Certain financial statement schedules are omitted because the required
information is provided in the Consolidated Financial Statements or the
notes thereto.

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore
have been omitted.

Report of Independent Registered Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Epoch
Holding Corporation and Subsidiaries as of June 30, 2005 and 2004, and the
related consolidated statements of operations, stockholders' equity, and
cash flows for the year ended June 30, 2005 and for the period from April
14, 2004 (date of inception) to June 30, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Epoch
Holding Corporation and Subsidiaries as of June 30, 2005 and 2004, and the
consolidated results of their operations and their cash flows for the year
ended June 30, 2005 and for the period from April 14, 2004 (date of
inception) to June 30, 2004, in conformity with U.S. generally accepted
accounting principles.

                                     /s/ CF & Co., L.L.P.

                                         CF & Co., L.L.P.

Dallas, Texas
September 27, 2005


                    EPOCH HOLDING CORPORATION AND SUBSIDIARIES
               CONSOLIDATED BALANCE SHEETS - JUNE 30, 2005 AND 2004
                               (Dollars in thousands)

ASSETS                                                2005        2004
                                                    _______     ________
Current assets:
  Cash and cash equivalents                         $ 8,550     $ 10,801
  Short-term investments                                  -        4,967
  Accounts receivable                                 1,224           70
  Prepaid expenses                                       66           76
  Current assets of discontinued operations               -          266
                                                    _______     ________
      Total current assets                            9,840       16,180
                                                    _______     ________

Investments in technology-related businesses            157          157

Property and equipment, net of accumulated
  depreciation                                        2,088          329

Security deposits                                       946          449
Non-current assets of discontinued operations             -           37
                                                    _______     ________
      Total assets                                  $13,031     $ 17,152

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses             $ 2,262     $  1,941
  Federal income taxes payable                            -        1,373
  Accrued interest payable                                -          110
  Liabilities of discontinued operations                  -          657
                                                    _______     ________
       Total current liabilities                      2,262        4,081
                                                    _______     ________

Deferred rent                                           981          172
Security deposits held                                  211          212

Commitments and contingencies (Note 9)

Stockholders' equity:
  Preferred stock - authorized 1,000,000
    shares of $1 par value; none issued                   -            -
  Common stock - authorized 60,000,000 shares of
    $.01 par value; 18,257,749 and 19,529,186
    shares issued, respectively                         182          195
  Additional paid-in capital                         24,404       38,696
  Accumulated deficit                                (7,529)        (992)
  Unearned stock compensation                        (7,480)      (9,157)
  Less 0 and 1,694,449 shares of common stock
    in treasury, at cost                                  -      (16,055)
                                                    _______     ________
      Total stockholders' equity                      9,577       12,687
                                                    _______     ________
      Total liabilities and stockholders' equity    $13,031     $ 17,152
                                                    =======     ========

See Notes to Consolidated Financial Statements.

                    EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   YEAR ENDED JUNE 30, 2005 AND FOR THE PERIOD
             FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                   (Dollars in thousands, except per share data)


                                                           April 14, 2004
                                                                 to
                                                  2005     June 30, 2004
                                                ________   _______________
Revenues, net:
  Investment advisory and management fees       $  4,307       $     70
                                                ________       ________
Operating expenses:
  Employee related costs (excluding stock
    based compensation)                            6,260            135
  Professional fees and services                   1,022             85
  General and administrative (includes $187
    and $0 rent to a related party)                1,873            151
  Stock-based compensation                         3,427            771
                                                ________       ________
      Total operating expenses                    12,582          1,142
                                                ________       ________

Operating loss from continuing operations         (8,275)        (1,072)
                                                ________       ________

Other income (expense):
  Interest and other income                          808             69
  Gain from collection of notes and other
    settlements                                      359              -
  Interest expense                                     -            (10)
                                                ________       ________
      Total other income                           1,167             59
                                                ________       ________

Loss from continuing operations before
  income tax                                      (7,108)        (1,013)
                                                ________       ________

Provision (benefit) for income taxes                   -              -
                                                ________       ________

Loss from continuing operations, net of tax       (7,108)        (1,013)
                                                ________       ________

Gain from discontinued operations, (including
  gain on disposal in FY 2005 of $572, net
  of $0 taxes)                                       571             21
                                                ________       ________

      Net loss                                  $ (6,537)      $   (992)
                                                ========       ========

Basic and diluted loss per share
  Loss from continuing operations               $   (.39)      $   (.15)
  Income from discontinued operations                .03              -
                                                ________       ________
Basic and diluted loss per share                $   (.36)      $   (.15)
                                                ========       ========

See Notes to Consolidated Financial Statements.



                                 EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                                         AND YEAR ENDED JUNE 30, 2005
                                      (Dollars and shares in thousands)

                   Common Stock     Additional     Unearned    Retained   Treasury Stock
                   _____________      Paid-In       Stock      Earnings   ______________
                   Shares Amount     Capital     Compensation  (Deficit)  Shares  Amount    Total
                   ______ ______    __________   ____________  ________   ______ ________  ________
                                                                    

Issuance of
  common shares
  at formation of
  Epoch on April
  14, 2004            1    $    -     $   100      $     -      $     -        -  $      - $    100
Exchange of
  outstanding
  Epoch common
  shares for
  9,096 common
  shares of
  J Net           9,095        91         (91)                                                    -
Recapitalization
  to reflect
  reverse
  merger         10,233       102       28,761                            (1,694)  (16,055)  12,808
Stock-based
  compensation                           9,628      (9,628)                                       -
Issuance of
  restricted
  common stock      200         2          298                                                  300
Amortization
  of stock-
  based
  compensation                                         471                                      471
    Net loss                                                       (992)                       (992)
                 ______    ______      _______     _______      _______   ______  ________ _______
Balance June
  30, 2004       19,529       195       38,696      (9,157)        (992)  (1,694)  (16,055)  12,687

Issuance of
  restricted
  stock             423         4        1,746      (1,587)                                     163
Amortization
  of stock-
  based
  compensation                                       3,264                                    3,264
Recapitalization
  to State of
  Delaware from
    State of
    Nevada:
    Retirement
    of treasury
    stock        (1,694)      (17)     (16,038)                            1,694     16,055       -
    Retirement of
    outstanding
    J Net stock (17,905)     (179)                                                             (179)
  Reissuance of
    Epoch Holding
    Corporation
    shares       17,905       179                                                               179
      Net loss                                                   (6,537)                     (6,537)
                 ______    ______     ________     _______      _______   ______  ________ ________
Balance June
  30, 2005       18,258    $  182     $ 24,404     $(7,480)     $(7,529)       -  $      - $  9,577
                 ======    ======     ========     =======      =======   ======  ======== ========


See Notes to Consolidated Financial Statements.

                    EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE YEAR ENDED JUNE 30, 2005 AND FOR THE PERIOD FROM
               APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                              (Dollars in thousands)


                                                            April 14, 2004
                                                                  to
                                                   2005      June 30, 2004
                                                 _______    _______________
Operating activities:
  Net loss                                       $(6,537)       $  (992)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Stock-based compensation                     3,427            771
      Gain on sale of discontinued operations       (571)           (21)
      Gain from collection of notes                 (334)             -
      Depreciation                                   202              9

  Changes in assets and liabilities:
    Accounts receivable                           (1,154)           (70)
    Short-term investments                             -            (13)
    Federal income taxes payable                  (1,373)             -
    Prepaid expenses and other current assets         10            (74)
    Other non-current assets                           -             (5)
    Accounts payable and other current
      liabilities                                    211            163
    Deferred rent                                    194             (2)
    Other, net                                        (4)             -
                                                 _______        _______
        Net cash used in continuing operations    (5,929)          (234)
        Net cash used in discontinued operations      20            (13)
                                                 _______        _______
        Net cash used in operating activities     (5,909)          (247)
                                                 _______        _______

Investing activities:
  Acquisition of J Net                                 -         11,291
  Purchase of property and equipment              (1,961)          (338)
  Collection of notes receivable                     534              -
  Redemption of short-term investments             4,967              -
  Security deposits paid                            (497)             -
  Landlord contributions to leasehold
    improvements                                     615              -
                                                 _______        _______
        Net cash provided by (used in)
          investing activities -
          continuing operations                    3,658         10,953
        Net cash used in discontinued
          operations                                   -             (5)
                                                 _______        _______
        Net cash provided by investing
          activities                               3,658         10,948

Financing activities:
  Issuance of common stock                             -            100
  Proceeds from note to related party                  -            100
  Repayment of note to related party                   -           (100)
                                                 _______        _______
        Net cash provided by financing
          activities                                   -            100
                                                 _______        _______

Net increase (decrease) in cash and
  cash equivalents                                (2,251)        10,801
Cash and cash equivalents at beginning of
  period                                          10,801              -
                                                 _______        _______

Cash and cash equivalents at end of period       $ 8,550        $10,801
                                                 =======        =======

Supplemental disclosures of cash flow data:
  Cash paid during the year for:
    Interest paid                                $   110        $     -
    Federal income taxes                         $ 1,373        $     -

Non-cash investing and financing activities:
  Issuance of common stock to Epoch Investment
    Partners, Inc. stockholders for non-cash
    assets                                       $     -        $ 1,517
  Accrued acquisition, formation and
    discontinued operations costs                $     -        $   539

See Notes to Consolidated Financial Statements.

                    EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Significant Accounting Policies and Business
Business:
Epoch Holding Corporation ("Epoch" or the "Company") is a holding company
whose primary line of business is investment management and investment
advisory services. The operations of the Company are conducted through its
wholly-owned subsidiary, Epoch Investment Partners ("EIP").  EIP is a
registered investment advisor under the Investment Advisers Act of 1940
(the "Investment Advisors Act").  EIP's primary operations are to provide
investment advisory and investment management services to retirement plans,
mutual funds, endowments, foundations and high net worth individuals.

Principles of consolidation and basis of presentation:
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries.  All material intercompany accounts and
transactions are eliminated.  The Company's fiscal year ends on June 30.
Unless specifically stated otherwise, references to FY 2005 refer to the
fiscal year ended June 30, 2005.  All references to FY 2004 refer to the
period from April 14, 2004 (date of inception) through June 30, 2004.

Company Structure and Discontinued Operations
Operations commenced under the existing structure on June 2, 2004 when J
Net Enterprises, Inc. ("J Net"), the predecessor to Epoch, merged with EIP
in a business combination which resulted in the former EIP stockholders
owning 51% of the issued and outstanding equity securities of J Net
immediately following the transaction. As a result of the majority of
ownership interest in the Company being held by the former EIP
stockholders, the business combination was accounted for a reverse merger.
Under generally accepted accounting principles in the United States of
America, the legally acquired company (in this case, EIP), became the
surviving entity for financial reporting purposes.  EIP was formed on
April 14, 2004 and did not have a predecessor business.  Due to the reverse
merger treatment, the consolidated operations for FY 2004 reflect those of
EIP from April 14, 2004 through June 30, 2004 and J Net from June 2, 2004
(the date of the reverse merger) to June 30, 2004.  The FY 2005
consolidated operations represent the first complete year of operations for
the Company.

Prior to the June 2, 2004 business combination, J Net conducted operations
in the Internet-based e-commerce industry.  Immediately following the
closing of the transaction with EIP, Management initiated a formal plan to
dispose of the internet-based business and shift its business focus and
capital resources to the operations of EIP. In September 2004, the
internet-based operations were sold to the management of that business
segment.  The results of operations for that business segment have been
reported as discontinued operations.

Business segments:
The Company's sole line of business is the investment advisory and
investment management business.

Use of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
Management to make estimates and assumptions that affect the amounts
reported in the accompanying consolidated financial statements and notes.
Actual results could differ from those estimates.

Cash equivalents:
Cash equivalents are liquid investments comprised primarily of debt
instruments and money market accounts with maturities of three months or
less when acquired.  Cash equivalents are stated at cost which approximates
fair value due to their short maturity.

Short-term investments:
The Company owned short-term investments in Mariner Partners, L.P.
("Mariner"), a private investment fund.  The Company classified those
securities as short-term investments and recorded changes in the value of
the accounts in the item captioned interest and other income in the
accompanying Consolidated Statement of Operations.  In July 2004, the
Company began liquidating its short-term investments in Mariner.  The
account was fully liquidated by September 2004.  The Company has not held a
position with Mariner or any other short-term investments since that date.

Fair value of financial instruments:
The carrying value of certain of the Company's financial instruments,
including accounts receivable, accounts payable and accrued expenses,
approximates fair value due to their short maturities.

Financial instruments with concentration of credit risk:
The financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents.  Epoch invests its cash and cash equivalents with financial
institutions in amounts which, at times, may be in excess of the FDIC
insurance limits.  Cash is also invested in several high-grade securities
which limits exposure to concentrations of credit risk.

Revenue recognition:
Investment advisory and management fees are generally recognized as
services are provided pursuant to specific terms contained in advisory or
sub-advisory contracts between EIP and its clients.  Such contracts
generally call for revenue to be determined as a percentage of assets under
management ("AUM").  Generally, fees are billed on a quarterly basis, in
arrears.  Advance payments, if received, are deferred and recognized during
the periods for which services are provided.

The Company performs services for mutual funds under advisory and sub-
advisory contracts.  Fees for these contracts are calculated based upon the
daily net assets of the respective fund.  Generally, advisory payments from
the mutual funds are received monthly, while sub-advisory payments are
received quarterly.

The Company also has certain contracts which contain "incentive clauses"
which allow the Company to collect additional fees in the event that
investment returns exceed stated amounts in the contracts.  Revenues for
these incentives are recognized only when such performance targets are
exceeded at the end of the contracts' year, typically at the end of each
calendar year.  No revenues are recognized until the contract year-ends,
even when investment returns are exceeding the contractual targets within
the contract year, due to the inability to forecast financial markets.

Investments in Technology-Related Businesses:
The Company holds minority investments in privately held, nonpublic
technology-related companies. Ownership in these companies ranges from less
than 1% to 14%.   The Company uses the cost method to account for these
investments.  As of June 30, 2005, the Company held investments in four
private companies which continued to conduct business operations; Tellme
Networks, Inc., Estara, Inc., Strategic Data Corporation and a privately
held fund other than technology-related companies.  Only one such
investment, Tellme Networks, Inc., continued to have any value ascribed.
There are no plans to make additional investments in technology-related
businesses.

It is the policy of the Company to evaluate its investments in technology-
related businesses for possible impairment on a quarterly basis.
Management uses a number of different criteria when evaluating an asset for
possible impairment.  Indicators such as significant decreases in market
value of an investment, discounted cash flow analyses, adverse changes in
the business climate, legal matters, losses of significant customers, new
technologies which could accelerate obsolescence of business products,
sustained operating losses, and cash flows which cannot be resolved or
improved within a reasonable amount of time to justify continued business
operations are used by Management when making its evaluations.  Due to the
application of reverse merger accounting for the business combination, the
assets and liabilities of J Net had to be adjusted to their fair market
value.  As depicted below in Note 2 - Business Combination, the Company's
technology-related investment in Tellme Networks, Inc. ("Tellme") was
decreased from $2 million to $157 thousand.  This reduction was due solely
to the purchase accounting which required a write down of non-current
assets stemming from negative goodwill in the J Net acquisition.

Stock-based compensation:
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25") and the pro forma disclosures
required in accordance with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123") to account for
employee and qualifying director stock-based compensation using the fair
market value method.  The Company also follows the provisions contained
within the Financial Accounting Standards Board Interpretation 44 ("FIN
44"), which provides clarification on the application of APB 25.

Stock-based compensation costs related to equity instruments are charged
against income ratably over the fixed vesting period of the related equity
instruments, with the initial charge generally recorded in the first full
month following the grant.

There were no stock options issued during FY 2005 and FY 2004.  All stock
options previously granted under a stock option plan, which expired on
September 30, 2002, were fully vested prior to FY 2004.  Therefore, there
are no proforma disclosures under SFAS 123 because there is no difference
between the net losses for FY 2005 and FY 2004, as reported, and the
potential effects of any stock-based compensation using SFAS 123.
Additionally, there is no difference between APB 25 and SFAS 123 in
compensation costs recognized for restricted stock awards and restricted
stock issued in the business combination described in Note 2 of the Notes
to Consolidated Financial Statements.

Property and equipment:
Leasehold improvements are recorded at cost and are depreciated on a
straight-line basis over the shorter of their estimated useful lives or
lease term, as applicable.  Property and equipment are recorded at cost and
are depreciated on a straight-line basis over their useful lives.
Generally, the useful lives are 3 to 10 years for leasehold improvements
and 3 to 7 years for equipment, and exclude option periods, if any.
Property sold or retired is eliminated from the accounts in the period of
disposition.  Software used to conduct the investment advisory and
investment management services is amortized using a three-year estimated
useful life.  The Company entered into a ten year office space lease on
September 15, 2004 and relocated its operation to that location in February
2005.  Leasehold improvements at that location are being amortized over the
remaining term of the lease.

As of June 30, 2005, property and equipment consisted of the following
elements (dollars in thousands):

                                               Accumulated
                                               Depreciation
                                                    and          Net Book
                                    Cost       Amortization        Value
                                   ______      ____________      ________

Trading software                   $  162        $ (75)           $   87
Other software                         36           (7)               29
Leasehold improvements              1,579          (66)            1,513
Equipment                             522          (63)              459
                                   ______        _____            ______
  Total                            $2,299        $(211)           $2,088
                                   ======        =====            ======

Income taxes:
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS
109").  SFAS 109 requires that deferred tax assets and liabilities arising
from temporary differences between book and tax basis will be recognized
using enacted rates at the time such temporary differences reverse.  In the
case of deferred tax assets, SFAS 109 requires a reduction in deferred tax
assets if it is more likely than not that some portion or all of the
deferred tax asset will not be realized.

Reclassifications:
Certain reclassifications have been made to prior period financial
statements to conform them to the current period presentation.

Recently issued accounting standards:
On December 16, 2004, the FASB issued Statement of Financial Accounting
Standards No. 123 (Revised 2004), "Share-Based Payment" ("SFAS 123R").
SFAS 123R requires companies to expense share-based payments, including
stock options, as compensation.  The Company will adopt SFAS 123R in the
quarter beginning July 1, 2005.  Presently, the Company's restricted stock
awards fall under the scope of SFAS 123R, and the current accounting
treatment for those awards is consistent with SFAS 123R.

Note 2 - Business Combination
On June 2, 2004, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), J Net issued 9,095,716 shares of its Common Stock to acquire
EIP.  After issuance of the shares, the former EIP stockholders owned 51%
of the issued and outstanding stock of the Company.  The common shares
issued consisted of 6,426,153 shares of initial stock consideration (the
"Initial Shares") and 2,669,563 shares of escrow stock consideration (the
"Escrow Consideration").  The Initial Shares were issued to reflect value
to a sub-advisory contract assigned to EIP with AUM of $647 million on the
date of the business combination.  The Escrow Consideration was contingent
on EIP increasing the AUM from $647 million to $779 million within 120 days
from the date of the Merger Agreement.  On June 18, 2004, AUM surpassed
this threshold and the Escrow Consideration was deemed to have been earned.
Additional shares may also be issued to the former EIP stockholders in the
future (the "Contingent Shares") if J Net incurs obligations in excess of
$2 million relating to taxes prior to the Merger Agreement.  Issuance of
the contingent shares could further dilute the holders of J Net stock
prior to the merger.  As of June 30, 2005, there were no contingent shares
issued, or contemplated to be issued.
The Company, EIP shareholders and certain trusts formed by them ("Family
Affiliates"), David R. Markin, an independent director and Allan R.
Tessler, the Chairman of the Board of Directors and former Chief Executive
Officer of the Company, entered into a Stockholders Agreement (the
"Stockholders Agreement").  The Stockholders Agreement governs vesting,
transfers and voting of the shares of the Company's Common Stock received
by the EIP stockholders and Family Affiliates.  Complete details of the
Merger Agreement and other documents are incorporated by reference to the
June 3, 2004 Current Report on Form 8-K filed by the Company, as amended.

Vesting terms contained within the Stockholders Agreement apply to EIP
stockholders who became employees ("Employee Owners").  Employee Owners
were 12.5% immediately vested at the time the shares were issued.  A total
of 25% of the shares are vested as of June 30, 2005, a total of 50% will be
vested in June 2006 and the full 100% will be vested in June 2007.  If an
Employee Owner is terminated within this three-year period, the unvested
shares are subject to purchase by the Company at a price of $.01 per share.

The voting provisions contained within the Stockholders Agreement call for:

     (1)  The Board of Directors to have seven members.

     (2)  Four of the directors to be designated by William W. Priest, a
          co-founder of EIP and the Chief Executive Officer of the Company.

     (3)  Three directors of the prior J Net Board to continue their
          services as members of the Board.

     (4)  Amendment to the By-Laws of the Company to provide that decisions
          of the Board of Directors must be made by a two-third majority
          for (i)compensation of Mr. Priest, (ii) issuance of additional
          shares to Employee Owners, and (iii) any amendments to the
          Stockholders Agreement.

The issuance of the restricted shares to the Employee Owners created non-
cash compensation for a portion of the Initial Shares and Escrow
Consideration issued.  A total of 5,763,251 of the 9,095,716 shares issued
for the EIP acquisition were compensatory shares issued to the Employee
Owners.  5,531,332 of the compensatory shares are subject to a three-year
vesting period, which requires continued employment with the Company.  In
June 2005, a total of 790,190 of those shares vested pursuant to terms
contained in the June 2, 2004 Agreement and Plan of Merger (the "Merger
Agreement").  Assuming the Employee Owners remain employees of the Company,
1,580,381 shares will vest in June 2006 and the remaining 3,160,761 shares
will vest in June 2007.

A total of 1,623,428 of the 5,531,332 shares subject to the aforementioned
vesting were attributable to an escrow provision as defined in the Merger
Agreement.  These shares were not deemed to be earned until June 18, 2004,
the date on which AUM surpassed the targets established in the Merger
Agreement.  As a result, the value of these shares is based on a share
price of $2.03, the closing price of the Company's Common Stock on June 18,
2004.  The other 3,907,904 shares were valued on June 2, 2004 at $1.50 per
share, the effective date of the business combination.  Total stock
compensation expense, as it relates to the Employee Owners was $.5 million
in FY 2004 and $3.1 million in FY 2005.  Assuming the remaining shares vest
as contemplated, additional stock compensation of $3.1 million per year
will occur in FY 2006 and FY 2007.

Due to the majority ownership of the issued and outstanding Common Stock
and the majority board representation, the transaction for the J Net and
EIP business combination was accounted for as a reverse merger.  Therefore,
EIP was treated as the acquiring company for financial reporting purposes.
Because J Net was treated as the company being acquired, adjustments to the
fair value of J Net's assets and liabilities were required.  A condensed
balance sheet of J Net as of June 1, 2004, immediately prior to the
acquisition follows (dollars and shares in thousands):

Assets
______

Cash and short-term investments                          $16,518
Other current assets                                         454
                                                         _______
  Total current assets                                    16,972

Investments in technology-related businesses               2,000
Property, equipment and other non-current assets             745
                                                         _______
  Total assets                                           $19,717
                                                         =======

Liabilities and stockholders' equity
____________________________________

Current liabilities                                     $ 5,217
Non-current liabilities                                     386
                                                        _______
  Total liabilities                                       5,603
Stockholders' equity                                     14,114
                                                        _______
  Total liabilities and stockholders' equity            $19,717
                                                        =======

A schedule of the purchase costs and fair value adjustments to the June 1,
2004 balance sheet of J Net were as follows:

Fair market value of J Net on June 2, 2004
(8,539 shares at $1.50 per share)                      $ 12,808
Cost of acquisition                                         917
                                                       ________
  Total purchase cost                                    13,725
Net tangible assets as of June 1, 2004                  (14,114)

                                                       ________
Negative goodwill                                          (389)

Fair value adjustments:
  Liabilities of InterWorld Corporation
    net of estimated disposal costs of
    discontinued operations                              (1,724) (a)
                                                      _________
  Negative goodwill to be pushed down to
  non-current assets                                   $ (2,113)
                                                       ========

Non-current assets written down:
  Furniture, fixtures, and equipment                   $     61
  Deferred non-current assets                               209
  Cost method investments in
    Technology-Related Businesses                         1,843
                                                       ________
                                                       $  2,113
                                                       ========

(a)  InterWorld Corporation, a 95% owned, inactive subsidiary of J Net,
     filed for Chapter 7 Bankruptcy in May 2004.  On September 14, 2004, a
     "no asset" report for InterWorld was filed on the Company's behalf.
     Due to the bankruptcy filing, the liabilities of InterWorld, which
     were fully discharged on August 7, 2005 in the bankruptcy process,
     were eliminated.

Pro forma information (unaudited)
Set forth in the following table is certain unaudited pro forma financial
information for the twelve months ended June 30, 2004.  This information
has been prepared assuming that J Net's reverse acquisition with EIP
occurred on July 1, 2003.  Due to EIP's limited operating history, the
twelve-month statement of operations for June 2004 includes the separate
historical statements of operations of J Net for the twelve months ended
June 30, 2004 and the April 14, 2004 through June 30, 2004 operations of
EIP.  Basic and diluted earnings per share calculations are based on issued
and outstanding shares of 17,834,737 shares.  The calculation of diluted
earnings per share excluded 1,405,000 issued and outstanding options as
their effect was antidilutive.  There were no dilutive options.  Results
for FY 2005 contain twelve months of actual results.  Thus, they are not
presented in any pro forma sections of this annual report.

                                   Twelve months ended June 30, 2004
                                   _________________________________
                                         (dollars in thousands)

Revenues, net                                  $     70
Operating expenses                               (2,115)
Stock compensation                                 (771)
                                               ________
  Loss from operations                           (2,816)
Other income                                      1,135
                                               ________
Loss from operations before
  income taxes                                   (1,681)
Income tax benefit                                5,537
                                               ________
  Net income                                   $  3,856
                                               ========

Basic and diluted earnings per share           $    .22
                                               ========
Note 3 - Accounts receivable
The Company's trade accounts receivable balances do not include an
allowance for doubtful accounts and there have been no bad debt expenses
recognized during FY 2005 and FY 2004.  These receivables are advisory and
sub-advisory service fees, and Management believes they are fully
collectible.

Note 4 - Accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following (dollars in
thousands):

                                        June 30, 2005      June 30, 2004
                                        _____________      _____________

Trade accounts payable                      $  980            $1,094
Accrued professional fees                       38               215
Accrued employee benefits                      101                93
Accrued bonuses                              1,095               519
Other                                           48                20
                                            ______            ______
  Total                                     $2,262            $1,941
                                            ======            ======

Note 5 - Earnings (loss) Per Share
Basic earnings (loss) per share is computed by dividing net earnings (loss)
by the weighted average number of shares outstanding during each period.
Diluted earnings (loss) per share is computed by dividing net earnings
(loss) by the weighted average number of common and common equivalent
shares outstanding during the period.  The calculation of earnings (loss)
per share excluded 1,267,500 and 1,405,000 issued and outstanding stock
options, at June 30, 2005 and 2004 respectively, as their effect was
antidilutive.  While there were 137,500 options deemed to be "in the money"
at June 30, 2005, the effect of their exercise would still be considered
antidilutive as the Company was in a net loss position.

The following is the amount of loss and number of shares used in the basic
and diluted earnings (loss) per share computations at June 30, 2005 and
2004 (dollars and shares in thousands, except per share data):

                                               FY 2005     FY 2004
                                               _______     _______

Loss from continuing operations                $(7,108)    $(1,013)
                                               =======     =======
Income from discontinued operations            $   571     $    21
                                               =======     =======
Shares:
  Weighted average number of common shares
    outstanding                                 18,025       6,718(a)
                                               =======     =======

Basic and diluted loss per share from
  continuing operations                        $  (.39)    $  (.15)
                                               =======     =======
Basic and diluted earnings per share
  from discontinued operations                 $   .03     $     -
                                               =======     =======

(a)  2004 weighted average shares outstanding are based on 1,000 shares
     from April 14, 2004 through June 1, 2004, representing issued and
     outstanding shares of Epoch up to the date of the merger.  Beginning
     June 2, 2004, issued and outstanding shares were 17,834,737.

Note 6 - Stockholders' Equity, Stock Options and Defined Contribution Plan
2004 Omnibus Long-Term Incentive Compensation Plan:
At the annual meeting of shareholders on November 18, 2004, stockholders
approved the 2004 Omnibus Long-Term Incentive Compensation Plan (the "2004
Plan").  The 2004 Plan allows the Company to issue 3,000,000 shares of
options, restricted stock awards or other equity-based compensation.
During fiscal year 2005, 294,796 shares of restricted stock were issued to
employees of the Company under the Company's 2004 Plan at a weighted
average price of $4.41 per share.  Subsequent to June 30, 2005, the
Company granted 471,792 shares of restricted stock to employees and
Employee Owners at a weighted average price of $4.73 per share  In
addition, non-employee directors of the Company receive Common Stock equal
to $50,000 per year for their services.  Two such awards were made to
directors in FY 2005, one for FY 2005 services and one in advance of FY
2006 services.  Total shares issued to directors for the two years of
services were 128,316 at a weighted average price per share of $3.51 per
share.  Vesting terms for the restricted stock issued to employees are
identical to the three year vesting terms for the former EIP stockholders.
Directors' restricted shares vest one-third per year over a three year
period from the date of issuance.

Rights plan:
In June 1994, the Board of Directors approved a Stockholder Rights Plan.
On July 11, 1994, J Net declared a dividend distribution of one Preferred
Stock purchase right (the "Rights") payable on each outstanding share of
the Company's Common Stock, as of July 15, 1994.  The Rights became
exercisable only in the event, with certain exceptions, an acquiring party
accumulated 15% or more of the Company's voting stock, or if a party
announced an offer to acquire 30% or more of the Company's voting stock.
Each Right entitled the holder to purchase one-hundredth of a share of a
Series A Junior Preferred Stock at a price of $30.  In addition, upon the
occurrence of certain events, holders of the Rights were entitled to
purchase either Preferred Stock or shares in an "acquiring entity" at
half of market value.  The June 2, 2004 business combination with EIP did
not create an event contemplated by the Rights Plan.  The Rights expired,
according to their terms, on July 15, 2004.

Expired stock option plans:
On January 12, 1993, J Net's stockholders approved the 1992 Incentive and
Non-qualified Stock Option Plan (the "1992 Plan").  On August 17, 1994, the
Board adopted certain amendments (the "Amendments") to the 1992 Plan which
were approved by J Net's stockholders on January 10, 1995.  The Amendments
increased the number of shares of J Net's Common Stock authorized for
issuance pursuant to the 1992 Plan from 1,045,000 to 2,545,000.  The 1992
Plan terminated in accordance with its terms on September 30, 2002.
Options outstanding at the termination date totaled 877,500 and will remain
outstanding until they are exercised or expire.  As of June 30, 2005,
options outstanding under the 1992 Plan were 657,500.

Upon consummation of the business combination with EIP, two of J Net's
directors resigned from the Board.  Options accumulated to those Board
members totaled 165,000.  The expiration dates of those options range from
June 30, 2004 through June 30, 2006.

Although the 1992 Plan has expired, the issued and outstanding options
remain in force until they are exercised, canceled or expire.  Options
outstanding under the 1992 stock option plan are summarized below (shares
in thousands):

                                      FY 2005            FY 2004
                            ______________________    ___________________
                                          Weighted               Weighted
                                          Average                 Average
                                          Exercise               Exercise
                            Shares         Price      Shares       Price
                            ______        ________    ______     ________
Fixed options:
  Outstanding at
    beginning of period       795          $9.05        878        $9.02
  Granted                       -              -          -            -
  Exercised                     -              -          -            -
  Cancelled                  (137)          9.73        (83)        8.75
                             ____          _____        ___        _____
  Outstanding at end of
    year                      658          $8.91        795        $9.05
                             ====          =====        ===        =====

Options exercisable at
  end of year                 658          $8.91        795        $9.05
                             ====          =====        ===        =====

The following table summarizes information about the 1992 Plan stock
options outstanding at June 30, 2005:

                Options Outstanding              Options Exercisable
_________________________________________ ________________________________
                                          Weighted                Weighted
     Range of                  Remaining  Average                 Average
     Exercise      Number     Contractual Exercise    Number      Exercise
      Prices     Outstanding     Life      Price    Exercisable    Price
     ________    ___________  ___________  ________ ___________   ________

$ 4.00              138       1.00 years    $ 4.00       138       $ 4.00
$ 9.50               10       5.25 years    $ 9.50        10       $ 9.50
$10.13 - $10.25     490       4.64 years    $10.14       490       $10.14
$12.00 - $12.44      20       5.00 years    $12.22        20       $12.22

Other nonqualified stock options:
On September 14, 1999, nonqualified stock options to purchase an aggregate
of 140,000 shares of Common Stock were granted to the Company's Board of
Directors and a non-employee serving as the Company's Secretary at an
exercise price of $9.00 per share, the fair market value on the date of
grant.  The options vested 50% on each of the first and second
anniversaries of the date of grant and expire ten years from the date of
grant.  On October 31, 2001, 30,000 options were cancelled as a result of a
director's resignation.

On June 21, 2000, nonqualified stock options to purchase an aggregate of
500,000 shares of Common Stock were granted to the former President and
Chief Operating Officer and the former Executive Vice President and Chief
Financial Officer at an exercise price of $13.13 per share, the fair market
value on the date of the grant.  The options vested in thirds on each of
the first, second and third anniversaries of the date of grant and expire
ten years from the date of the grant.  As of June 30, 2003, all the options
were exercisable.  On June 21, 2003, the former President and Chief
Operating Officer and the former Executive Vice President and Chief
Financial Officer's employment contracts expired and were not
renewed.  The expiration of those contracts did not affect the expiration
of the options, which will occur on June 21, 2010.

There were no nonqualified options granted during FY 2004 and FY 2005.

Changes in nonqualified options outstanding are summarized below (shares in
thousands):

                                    FY 2005               FY 2004
                          __________________        _____________________
                                   Weighted                     Weighted
                                    Average                      Average
                                    Exercise                     Exercise
                         Shares      Price          Shares        Price
                         ______    _________        ______      _________
Fixed options:
  Outstanding at
    beginning of
    period                 610      $12.38            610         $12.38
  Granted                    -           -              -              -
  Exercised                  -           -              -              -
  Cancelled                  -           -              -              -
                           ___      ______            ___         ______
  Outstanding at
    end of year            610      $12.38            610         $12.38
                           ===      ======            ===         ======
  Options exercisable
    at end of year         610      $12.38            610         $12.38
                           ===      ======            ===         ======

The following table summarizes information about nonqualified stock options
outstanding at June 30, 2005 (shares in thousands):


                Options Outstanding              Options Exercisable
_________________________________________ ________________________________
                                          Weighted                Weighted
     Range of                  Remaining  Average                 Average
     Exercise      Number     Contractual Exercise    Number      Exercise
      Prices     Outstanding     Life      Price    Exercisable    Price
     ________    ___________  ___________  ________ ___________   ________

$9.00                110      4.21 years   $ 9.00     110         $ 9.00
$13.13               500      4.98 years   $13.13     500         $13.13

Defined contribution plan:
Epoch has a defined contribution plan which qualifies under Section 401(k)
of the Internal Revenue Code.  Epoch's participants may contribute up to
60% of their gross wages, subject to annual limitations set by the Internal
Revenue Service regulations.  Epoch does not currently contribute
separately to the plan or match employee contributions.

During FY 2005, the Company eliminated a 401(k) contribution plan that was
in place prior to the business combination.  All participants in that
former plan have been transitioned to the surviving plan.

Note 7 - Related Party Transactions
The Company incurred rent and other related occupancy expenses to Berenson
& Company of approximately $187 thousand for the period beginning July 1,
2004 through February 15, 2005.  The Chief Executive Officer of Berenson &
Company is a Director and stockholder of the Company.  Epoch entered into a
long-term lease on September 15, 2004 with an unrelated party and relocated
its offices on February 14, 2005.  There have been no related party
transactions with Berenson & Company since such date.

On May 24, 2004, the Company's Chief Executive Officer, William W. Priest,
loaned $100 thousand to EIP in the form of a promissory note.  Terms of the
promissory note called for interest of 4%, compounded quarterly.  On June
16, 2004, the promissory note, together with accrued interest, was paid in
full.

Note 8 - Federal Income Tax
The Company completed a reverse merger business combination with EIP on
June 2, 2004.  As a result, the ability to utilize certain net operating
loss carryfowards ("NOL's") became limited as a result of a greater than
50% change in ownership.  These limitations are covered by Section 382 of
the Internal Revenue Code ("IRC").  Section 382 limits the annual
utilization of NOL's accumulated prior to the ownership change to a
percentage of the acquired entity's fair value at the time of the change in
ownership.  As a result, the Company's ability to utilize accumulated NOL's
to their full extent prior to their expiration cannot be reasonably
assured.  Until profitability can be achieved, and utilization of NOL's can
be more definitive, the Company has provided a full valuation allowance
on its accumulated NOL's and temporary differences.

The Company currently is under audit by the Internal Revenue Service (the
"IRS") with respect to its fiscal years ended June 30, 2001 and June 30,
2002 (the "audit period").  In July 2004, the Company paid $1.5 million for
tax items associated with the IRS audit.

In January 2005, the Company received an additional inquiry from the IRS
related to calculations of alternative minimum taxes for the audit period.
In May 2005, the Company met with the IRS and presented pertinent data and
other factual information which demonstrated that no additional taxes were
due.  In August 2005, the Company received notice indicating the IRS
submitted a special report to the congressional Joint Committee on Taxation
(the "Joint Committee"), outlining the findings of the audit, and
concurring with the Company's position.   In September 2005, the Company
received notice from the IRS that the Joint Committee had completed its
consideration of the IRS' report, and had taken no exception to the
conclusions reached by the IRS.  The Company is expecting a refund of
income taxes of approximately $200 thousand, which will be reduced by
assessable "restricted interest" on the potential tax deficiency prior to
the application of NOL 's carried back.  No refund or assessable
interest amounts have been accrued at June 30, 2005 because the Company has
not received a final accounting from the IRS.

The components of Federal income tax expense (benefit) are as follows
(dollars in thousands):

                                                  Period of April 14, 2004
                                       FY 2005         to June 30, 2004
                                       _______    ________________________

Federal:
  Current benefit                      $  (292)             $(173)
  Deferred expense                         292                173
  Adjustments resulting from IRS
    audit                                6,998                  -
  Benefit of NOL's offsetting
    IRS audit adjustments               (4,438)                 -
  Benefit of capital losses
    offsetting IRS audit
    adjustments                         (2,560)                 -
  Federal income tax expense on
    loss from continuing operations          -                  -
  Federal income tax expense of
    discontinued operations                  -                  -
                                       _______              _____
      Total Federal income tax
        expense (benefit)              $     -              $   -
                                       =======              =====

A reconciliation of the Federal statutory income tax rate to the effective
income tax rate based on loss from continuing operations before income tax
follows:

                                                  Period of April 14, 2004
                                       FY 2005         to June 30, 2004
                                       _______    ________________________



Statutory rate                         (35.0)%              (35.0)%
Increase (decrease) in tax resulting
  from:
    Surtax exemption                     1.0%                 1.0%
    Valuation allowance                (97.0)%               17.4%
    Stock compensation                  15.9%                16.1%
    IRS audit adjustments              111.6%                   -%
    Other                                3.5%                  .5%
                                       _____                 ____
      Effective rate                       -%                   -%
                                       =====                 ====

The tax items comprising the Company's net deferred tax asset (liability)
follows (dollars in thousands):

                                             FY 2005            FY 2004
                                             ________           ________

Equity method losses and impairments         $  8,548           $  8,548
Net operating losses                            3,996              8,434
Capital loss carryforwards                          -              2,560
Leasehold improvement impairments                 692                692
Depreciation                                     (356)              (310)
Straight-line lease adjustment                    334                 58
Accruals and other                                 10                 19
Accrued bonuses                                   372                  -
Stock compensation                                 72                  -
                                             ________           ________
  Total                                        13,668             20,001
Less valuation allowance                      (13,668)           (20,001)
                                             ________           ________
Net deferred tax asset                       $      -           $      -
                                             ========           ========

The Company's net operating losses can be carried forward pursuant to
Federal tax regulations.  Accumulated capital losses and NOL's from June
30, 2004 were eliminated and substantially reduced, respectively, as a
result of adjustments related to fiscal years 2001 and 2002 with the IRS.
The accumulated $11.8 million of NOL's expire between 2022 and 2024.
Approximately $10.8 million of such NOL's can only be utilized against
taxable income at a rate of approximately $600 thousand per year due to
limitations imposed by Section 382 of the IRC.

Note 9 - Commitments and Contingencies
Employment agreements:
There are no employment agreements with officers of the Company.  There are
agreements, subject to the attainment of certain performance criteria or,
in certain cases, continuation or termination of employment, to pay bonuses
or severance payments.  Such obligations, under the various agreements,
total approximately $2.7 million.  Approximately $.6 million of the
Company's bonus obligation represents restricted stock awards to be issued
in FY 2006.

The Company is obligated to enter into an agreement with its Chief
Executive Officer, William W. Priest, prior to the third anniversary of the
business combination with EIP.  Terms of the contract are to be customary
for Chief Executive Officers of peer group companies.

Legal matters:
From time to time, the Company or its subsidiaries may become parties to
claims, legal actions and complaints arising in the ordinary course of
business.  Management is not aware of any claims which would have a
material adverse effect on its consolidated financial position.

Leases:
The Company's headquarters and primary business operations are located in
New York, New York.  The Company leases 10,243 square feet of office space
under a long-term lease that expires in September 2015.  In addition, EIP
maintains a small office in Sherman Oaks, CA on an annual lease.  Certain
administrative support and corporate affairs are conducted in offices in
Dallas, Texas on a six-month lease which expires in February 2006.

The Company is also the primary party to a lease in New York, New York with
approximately 8,500 square feet, which expires in December 2010. In January
2002, a sublease agreement was executed with an unrelated third party.
While the Company remains responsible under terms of the original lease,
the subtenant has assumed those responsibilities and is performing its
obligations under the sublease agreement. Proceeds from the sublease, net
of profit sharing with the landlord, more than offset the Company's
obligations under this lease.

Total rent expenses for the Company's continuing operations were $975
thousand and $50 thousand in FY 2005 and FY 2004, respectively.  Rent
receipts under the sublease in FY 2005, net of profit sharing expenses with
the primary landlord were $560 thousand in FY 2005 and $45 thousand in FY
2004.  Rental expenses for the discontinued operations in FY 2005 were $26
thousand.

The following table outlines the lease obligations of the Company (dollars
in thousands):

                                        Fiscal Years Ended June  30,
                                     ____________________________________
                                                          Net Operating
Year                                 Gross     Sublease   Expense (Income)
                                     ______    ________   _______________

2006                                 $1,031     $  (548)      $  483
2007                                  1,163        (560)         603
2008                                  1,163        (574)         589
2009                                  1,163        (574)         589
2010                                  1,157        (574)         583
2011 and thereafter                   3,911        (191)       3,720
                                     ______     _______       ______
  Total minimum lease payments
    (receipts)                       $9,588     $(3,021)      $6,567
                                     ======     =======       ======

Significant customers and contracts:
During FY 2005, two customers accounted for 43% of consolidated revenues.
CI Mutual Funds Inc. of Canada ("CI") accounted for approximately 36% of FY
2005 revenues while the Epoch International Small Cap Fund ("EPIEX") a
publicly traded mutual fund for which the Company acts as the advisor,
accounted for approximately 7% of FY 2005 revenues.  For the most recent
quarter CI and EPIEX accounted for 32% and 14% of consolidated revenue,
respectively.  The Company's services and relationship with these clients
is important to the ongoing growth strategy and retention of these
customers is critical to the ongoing results of operations and liquidity of
the Company.

Note 10 - Discontinued operations:
In September 2004, the Company completed the sale of its e-commerce
software operations to the former management of that segment.
Consideration to the Company came in the form of a 19.9% membership
interest in the buyer's entity, the assumption by the buyer of liabilities
of $466 thousand, and the issuance of a $534 thousand secured promissory
note (the "Note") to the Company.  The Note was due 5 years from the date
of issuance, bore interest at 6.5% per annum and was secured by all of the
assets that were purchased in the transaction.  Payments of principal on
the Note were to be made at a rate of 50% of the annual cash flows from
operations, as defined in the agreement, in excess of $300 thousand. The
Company recorded the Note at its estimated fair value of approximately $200
thousand.  Factors affecting the estimate were the non-marketable status of
the Note and certain risks in reaching cash flow targets for payment.  On
May 16, 2005 the Company collected the full $534 thousand.  The receipt
fully discharged the Note and required the Company to record a fourth
quarter gain of $334 thousand.

Significant accounting policies - discontinued operations:
Revenue recognition:
The Company follows AICPA Statement of Position 97-2, "Software Revenue
Recognition" ("SOP 97-2"), as amended by SOP 98-4, further amended by SOP
98-9, and Staff Accounting Bulletin 101.  These pronouncements provide
guidance on when revenue should be recognized and in what amounts as well
as what portion of licensing transactions should be deferred.

Revenue under multiple element arrangements is allocated to each element
using the "residual method", in accordance with SOP No. 98-9.  Under the
residual method, the arrangement fee is recognized as follows: (a) the
total fair value of the undelivered elements, as indicated by vendor-
specific objective evidence, is deferred and (b) the difference between the
total arrangement fee and the amount deferred for the undelivered elements
is recognized as revenue related to the delivered elements.  Software
license agreements generally include two elements:  the software license
and post-contract customer support.  The Company has established sufficient
vendor-specific objective evidence for the value of maintenance and post-
contract customer support services based on the price when these elements
are sold separately and/or when stated renewal rates for maintenance and
post-contract customer support services are included in the agreement, and
the actual renewal rate achieved.

Product licenses:
Revenue from the licensing of software products is recognized upon shipment
to the customer, pursuant to an executed software licensing agreement when
no significant vendor obligations exist and collection is probable.  If
acceptance by the customer is required, revenue is recognized upon customer
acceptance.  Amounts received from customers in advance of product shipment
or customer acceptance are classified as deposits from customers.  Other
licensing arrangements such as reseller agreements, typically provide for
license fees payable to the Company based on a percentage of the list price
for the software products.  The license revenues are generally recognized
when shipment by the reseller occurs, or when collection is probable.

Contracts for product licenses where professional services require
significant production, modification or customization are recognized on a
percentage of completion basis.

Services revenue:
Revenue from professional services, such as custom development and
installation and integration support is recognized as the services are
rendered and requirements contained within the contracts are satisfied.

Maintenance revenue:
Revenue from maintenance and post-contract customer support services, such
as telephone support and product enhancements is recognized ratably over
the period of the agreement under which the services are provided,
typically one year.   Recognition of revenue is deferred until payments
from customers are received for maintenance and support.

Deferred revenue consists principally of billings in advance for services
and support not yet provided and uncollected billings to customers for
maintenance and post contract support.

Selected financial data - discontinued operations
Following are the summary operating results of the discontinued operations
for FY 2005 and FY 2004, which represent the fiscal 2005 period of July 1,
2004 through the date of sale, September 9, 2004, and the fiscal 2004
period of June 2, 2004 through June 30, 2004 as a result of the reverse
merger transaction with Epoch (dollars in thousands):

                                        FY 2005                 FY 2004
                                        _______                 _______

                                     (July 1, 2004 -        (June 2, 2004 -
                                    September 9, 2004)       June 30, 2004)

                                    __________________      _______________

Revenues                                  $ 293                  $ 198
Costs and expenses                         (294)                  (177)
                                          _____                  _____
Income (loss) from discontinued
  operations before income taxes             (1)                    21
Provision for income taxes                    - (a)                  - (a)
                                          _____                  _____

Gain on sale of discontinued
  operations                                572                      -
                                          _____                  _____
Income from discontinued operations       $ 571                  $  21
                                          =====                  =====

(a)  There are no income taxes due to utilization of available net
     operating loss carryforwards.

The following are the net liabilities of discontinued operations as of June
30, 2004 (dollars in thousands):

Assets
______

Cash                                          $ 52
Other current assets                           214
                                              _____
  Total current assets                         266
Property and equipment, net                      7
Other noncurrent assets                         30
                                              ____
  Total assets                                $303
                                              ====

Liabilities
___________

Trade accounts payable                        $219
Deferred revenue and customer deposits         438
                                              ____
  Total liabilities                            657
                                              ____
  Net liabilities of discontinued operations  $354
                                              ====

                 EPOCH HOLDING CORPORATION, INC. AND SUBSIDIARIES
                         QUARTERLY FINANCIAL INFORMATION
                       FOR THE YEAR ENDED JUNE 30, 2005 AND
   FOR THE PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                  (Dollars in thousands, except per share data)
                                   (Unaudited)

                                      First   Second     Third    Fourth
                                     Quarter  Quarter   Quarter   Quarter
                                     _______  _______   _______   _______

Revenues                             $   787   $ 1,065  $ 1,090   $ 1,365

Loss from continuing operations      $(2,071)   (1,442)  (1,970)   (1,625)
Income from discontinued
  operations                             571         -        -         -
                                     _______   _______  _______   _______
    Net loss                         $(1,500)  $(1,442) $(1,970)  $(1,625)
                                     =======   =======  =======   =======

Basic and diluted income (loss)
  per share:
From continuing operations           $  (.12)  $  (.08) $  (.11)  $  (.09)
From discontinued operations             .03         -        -         -
                                     _______   _______  _______   _______
    Net loss per share               $  (.09)  $  (.08) $  (.11)  $  (.09)
                                     =======   =======  =======   =======


  FOR THE PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                               (Unaudited)

Revenues                                        $    70

Loss from continuing operations                 $(1,013)
Income from discontinued operations                  21
                                                _______
    Net loss                                    $  (992)
                                                =======

Basic and diluted loss per share
From continuing operations                      $  (.15)
From discontinued operations                          -
                                                _______
    Net loss per share                          $  (.15)
                                                =======

EX-10

                                                             EXHIBIT 10.45

                                   LEASE

                                  between

                       VORNADO 640 FIFTH AVENUE LLC,

                                 Landlord,

                                    and

                      EPOCH INVESTMENT PARTNERS INC.,

                                  Tenant.

                 640 Fifth Avenue New York, New York 10017

                          as of September 24, 2004


                             TABLE OF CONTENTS

Article/Section

                                                                  Page

Article 1 DEMISE, TERM, FIXED RENT................................. 1
1.1. Demise........................................................ 1
1.2. Commencement Date............................................. 1
1.3. Rent Commencement Date........................................ 1
1.4. Fixed Rent.................................................... 2
1.5. Payments of Fixed Rent........................................ 2
1.6. Certain Definitions........................................... 2

Article 2 ESCALATION RENT.......................................... 4
2.1. Operating Expense Definitions................................. 4
2.2. Calculation of Operating Expenses............................. 6
2.3. Operating Expense Payment..................................... 8
2.4. Auditing of Operating Expense Statements..................... 10
2.5. Tax Definitions.............................................. 11
2.6. Tax Payment.................................................. 12
2.7. Tax Reduction Proceedings.................................... 14
2.8. Condominium Conversion....................................... 15
2.9. Building Additions........................................... 15

Article 3 USE..................................................... 16
3.1. Permitted Use. .............................................. 16
3.2. Limitations.................................................. 16
3.3. Rules........................................................ 17
3.4. Promotional Displays. ....................................... 17
3.5. Wireless mtemet Service. .................................... 17

Article 4 SERVICES................................................ 17
4.1. Certain Definitions.......................................... 17
4.2. Elevator Service............................................. 18
4.3. Heat, Ventilation and Air-Conditioning....................... 19
4.4. Cleaning..................................................... 20

4.5. Water. ...................................................... 21
4.6. Directory. .................................................. 21
4.7. Condenser Water. ............................................ 21
4.8. Building Security. .......................................... 22
4.9. No Other Services. .......................................... 22
4.10. Labor Harmony............................................... 22
4.11. Services Benefit Permitted Parties.......................... 22

Article 5 ELECTRICITY............................................. 22
5.1. Capacity..................................................... 22
5.2. Electricity for the Building................................. 23
5.3. Submetering.................................................. 23
5.4. Termination of Electric Service.............................. 24

Article 6 INITIAL CONDITION OF THE PREMISES....................... 25
6.1. Condition of Premises........................................ 25

Article 7
ALTERATIONS....................................................... 25
7.1. General...................................................... 25
7.2. Basic Alterations and Minor Alterations...................... 26
7.3. Approval Process............................................. 26
7.4. Performance of Alterations................................... 27
7.5. Financial Integrity.......................................... 29
7.6. Effect on Building........................................... 29
7.7. Time for Performance of Alterations.......................... 29
7.8. Removal of Alterations and Tenant's Property................. 30
7.9. Contractors and Supervision.................................. 30
7.10. Landlord's Expenses......................................... 30
7.11. Pantry...................................................... 31
7.12. Window Coverings............................................ 31
7.13. Tenant Fund................................................. 31
7.14. Air-Cooled HV AC Installations.............................. 33
7.15. Fire Alarm Points........................................... 33

Article 8
REPAIRS........................................................... 33
8.1. Landlord's Repairs........................................... 33
8.2. Tenant's Repairs............................................. 33
8.3. Certain Limitations.......................................... 34
8.4. Overtime..................................................... 34

Article 9 ACCESS; LANDLORD'S CHANGES.............................. 35
9.1. Access....................................................... 35
9.2. Landlord's Obligation to Minimize Interference............... 36
9.3. Reserved Areas............................................... 36
9.4. Ducts, Pipes and Conduits.................................... 36
9.5. Keys......................................................... 36
9.6. Landlord's Changes........................................... 36
9.7. Re-Entry Floor............................................... 37

Article 10 UNAVOIDABLE DELAYS AND INTERRUPTION OF SERVICE......... 37
10.1. Unavoidable Delays.......................................... 37
10.2. Interruption of Services.................................... 38
10.3. Rent Credit................................................. 38


Article 11 REQUIREMENTS........................................... 39

11.1. Tenant's Obligation to Comply with Requirements............. 39
11.2. Landlord's Obligation to Comply with Requirements........... 40
11.3. Tenant's Right to Contest Requirements...................... 40
11.4. Certificate of Occupancy.................................... 40

Article 12 QUIET ENJOYMENT........................................ 41
12.1. Quiet Enjoyment............................................. 41

Article 13 SUBORDINATION.......................................... 41
13.1. Subordination............................................... 41
13.2. Terms of Non disturbance Agreements......................... 42
13.3. Attornment. ................................................ 44
13.4. Amendments to this Lease.................................... 44
13.5. Tenant's Estoppel Certificate............................... 44
13.6. Landlord's Estoppel Certificate............................. 45
13.7. Rights to Cure Landlord's Default........................... 45
13.8. Zoning Lot Merger Agreement................................. 46
13.9. Tenant's Financial Statements............................... 46

Article 14 INSURANCE.............................................. 47
14.1. Tenant's Insurance.......................................... 47
14.2. Landlord's Insurance........................................ 48
14.3. Mutual Waiver of Subrogation................................ 48
14.4. Evidence of Insurance,,..................................... 49
14.5. No Concurrent Insurance..................................... 49
14.6. Tenant's Obligation to Comply with Landlord's Fire and
Casualty Insurance................................................ 49

Article 15 CASUALTY............................................... 50
15.1. Notice...................................................... 50
15.2. Landlord's Restoration Obligations.......................... 50
15.3. Rent Abatement.............................................. 50
15.4. Landlord's Termination Right................................ 51
15.5. Tenant's Termination Right.................................. 51
15.6. Termination Rights at End of Term........................... 52
15.7. No Other Termination Rights................................. 53

Article 16 CONDEMNATION..... ..................................... 53
16.1. Effect of Condemnation...................................... 53
16.2. Condemnation Award.......................................... 54
16.3. Temporary Taking............................................ 54

Article 17 ASSIGNMENT AND SUBLETTING.............................. 55
17.1. General Limitations......................................... 55
17.2. Landlord's Expenses......................................... 56
17.3. Recapture Procedure......................................... 56
17.4. Certain Transfer Rights..................................... 61
17.5. Deemed Approval............................................. 64
17.6. Transfer Taxes.............................................. 64
17.7. Transfer Profit............................................. 64
17.8. Permitted Transfers......................................... 65
17.9. Special Occupants........................................... 66
17.10. Recognition Agreements..................................... 67

Article 18 DEFAULT................................................ 69

18.1. Events of Default........................................... 69
18.2. Termination................................................. 70

Article 19 TENANT'S INSOLVENCY.................................... 71
19.1. Assignments pursuant to the Bankruptcy Code................. 71
19.2. Replacement Lease........................................... 72
19.3. Insolvency Events........................................... 73
19.4. Effect of Stay.............................................. 74
19.5. Rental for Bankruptcy Purposes.............................. 74

Article 20 REMEDIES AND DAMAGES .................................. 74
20.1. Certain Remedies............................................ 74
20.2. No Redemption............................................... 75
20.3. Calculation of Damages...................................... 75

Article 21 LANDLORD'S EXPENSES AND LATE CHARGES .................. 77
21.1. Landlord's Costs After Event of Default..................... 77
21.2. Interest on Late Payments................................... 77

Article 22 SECURITY............................................... 77
22.1. Security Deposit............................................ 77
22.2. Letter of Credit............................................ 77
22.3. Landlord's Rights........................................... 78
22.4. Return of Security.......................................... 78
22.5. Transfer of Letter of Credit................................ 79
22.6. Renewal of Letter of Credit................................. 79
22.7. Reduction in Security Amount................................ 79

Article 23 END OF TERM............................................ 80
23.1. End of Term................................................. 80
23.2. Holdover.................................................... 80

Article 24 NO WAIVER.............................................. 81
24.1. No Surrender................................................ 81
24.2. No Waiver by Landlord....................................... 81
24.3. No Waiver by Tenant. ....................................... 82

Article 25 JURISDICTION........................................... 82
25.1. Governing Law............................................... 82
25.2. Submission to Jurisdiction.................................. 82
25.3. Waiver of Trial by Jury..................................... 82

Article 26 NOTICES................................................ 83
26.1. Addresses; Manner of Delivery............................... 83

Article 27 BROKERAGE ............................................. 84
27.1. Broker...................................................... 84

Article 28 INDEMNITY.............................................. 84
28.1. Tenant's Indemnification of the Landlord Indemnitees........ 84
28.2. Landlord's Indemnification of the Tenant Indemnitees........ 85
28.3. Indemnification Procedure................................... 86

Article 29 LANDLORD'S CONSENTS; ARBITRATION....................... 87
29.1. Certain Limitations......................................... 87
29.2.  Expedited Arbitration...................................... 87

Article 30 ADDITIONAL PROVISIONS.................................. 89
30.1. Tenant's Property Delivered to Building Employees........... 89
30.2. Not Binding Until Execution................................. 89
30.3. No Third Party Beneficiaries. .............................. 89
30.4. Extent of Landlord's Liability.............................. 89
30.5. Survival.................................................... 89
30.6. Recording................................................... 90
30.7. Entire Agreement............................................ 90
30.8. Exhibits.................................................... 90
30.9. Gender; Plural.............................................. 90
30.10. Divisibility............................................... 90
30.11. Vault Space................................................ 90
30.12. Adjacent Excavation........................................ 90
30.13  Captions................................................... 91
30.14. Parties Bound.............................................. 91
30.15. Authority.................................................. 91
30.16. Rent Control............................................... 92
30.17. Consequential Damages...................................... 92
30.18. Industrial and Commercial Incentive Program................ 92
30.19. Tenant's Advertising....................................... 93


DEFINED TERMS

Term                                                              Page

Affiliate.........................................................  2
Alterations....................................................... 25
Alterations Notice................................................ 26
Amortized Transfer Expenses....................................... 57
Applicable Rate.................................................... 2
Applicable Terms.................................................. 67
Assessed Valuation................................................ 11
Average Cost per Kilowatt Hour....................................  7
Average Cost per Peak Demand Kilowatt ............................  7
Bank Rating....................................................... 78
Bankruptcy Code................................................... 71
Base Electrical Capacity.......................................... 23
Base Operating Expense Year ......................................  4
Base Operating Expenses...........................................  4
Base Rate.........................................................  3
Base Tax Period................................................... 11
Base Taxes........................................................ 11
Basic Alteration.................................................. 26
Basic Sublease Provisions......................................... 63
Broker............................................................ 84
Building..........................................................  1
Building Change................................................... 29
Building Hours.................................................... 17
Building Systems.................................................. 18
Business Days.....................................................  3
Cash Security Deposit............................................. 77
Casualty Statement................................................ 51
Claim............................................................. 86
Commencement Date.................................................  l
Compliance Challenge.............................................. 40
Condominium Board................. ............................... 41

Condominium Declaration........................................... 41
Consumer Price Index..............................................  3
Control...........................................................  3
Deficiency........................................................ 76
Disbursement Request.............................................. 32
Electricity Additional Rent....................................... 23
Escalation Rent...................................................  3
Event of Default.................................................. 69
Excluded Amounts.................................................. 11
Expedited Arbitration Proceeding.................................. 88
Expiration Date...................................................  l
Fixed Expiration Date.............................................  l
Fixed Rent........................................................  2
Governmental Authority............................................ 40
Holidays .........................................................  3
HV AC ............................................................ 18
HV AC Systems..................................................... 18
ICIP ............................................................. 92
Indemnitee........................................................ 86
Indemnitor........................................................ 86
Initial Alterations............................................... 25
Insolvency Events................................................. 73
Landlord..........................................................  1
Landlord Indemnitees.............................................. 85
Landlord Liability Claim.......................................... 85
Landlord's Property Policy........................................ 48
Lessor............................................................ 41
Letter of Credit.................................................. 77
Major Sublease.................................................... 68
Major Sublease Guarantor.......................................... 68
Maximum Disbursement Amount....................................... 32
Minor Alteration.................................................. 26
Minor Alterations Threshold....................................... 26
Monthly Operating Expense Payment Amount .........................  8
Mortgage.......................................................... 41
Mortgagee......................................................... 42
Nondisturbance Agreement.......................................... 42
Occupancy Agreement............................................... 55
Operating Expense Payment.........................................  6
Operating Expense Statement.......................................  6
Operating Expense Year............................................  6
Operating Expenses................................................  4
Overtime Periods ................................................. 18
Permitted Party................................................... 55
Person............................................................  3
Predecessor Tenant................................................ 72
Premises..........................................................  1
Proposed Transfer Terms........................................... 57
Prospective Operating Expense Statement...........................  8
Real Property.....................................................  l
Recapture Date.................................................... 58
Recapture Procedure............................................... 56
Recapture Space................................................... 57
Recapture Sublease................................................ 58
Recapture Sublease................................................ 58
Recapture Subtenant............................................... 58
Recapture Termination............................................. 60

Recapture Termination Notice...................................... 60
Recognition Agreement............................................. 69
Recognition Effective Date........................................ 68
Rent Commencement
Date..............................................................  l
Rentable Area.....................................................  3
Rental............................................................  1
Requirements...................................................... 39
Reserved Areas.................................................... 36
Rules............................................................. 17
Second Bite Date.................................................. 52
Second Bite Termination Notice.................................... 52
Second Bite Warning Notice........................................ 52
Secure Area....................................................... 36
Settlement........................................................ 87
Short-Term Sublease............................................... 58
Soft Costs........................................................ 31
Special Occupant.................................................. 66
Specialty Alterations............................................. 25
Substantial Completion............................................ 25
Successor......................................................... 42
Successor Limitation Items........................................ 43
Superior Lease.................................................... 42
Tax Payment....................................................... 12
Tax Statement..................................................... 12
Tax year.......................................................... 12
Taxes............................................................. 11
Tenant............................................................  1
Tenant Fund....................................................... 31
Tenant Indemnitees................................................ 85
Tenant Liability Claim............................................ 84
Tenant Obligor.................................................... 73
Tenant's Liability Policy......................................... 47
Tenant's Operating Expense Share .................................  6
Tenant's Property................................................. 26
Tenant's Property Policy.......................................... 47
Tenant's Statements............................................... 46
Tenant's Tax Share................................................ 12
Term..............................................................  1
Transfer.......................................................... 55
Transfer Date..................................................... 57
Transfer Expenses................................................. 57
Transfer Inflow................................................... 64
Transfer Notice................................................... 56
Transfer Outflow.................................................. 64
Transfer Profit................................................... 64
Transferee........................................................ 57
Transferor........................................................ 57
Usable Area.......................................................  4
Utility Company...................................................  7
Work Access....................................................... 35

Exhibit "A" - Premises

Exhibit "3.3" - Rules

Exhibit "4.3" - HV AC Specifications

Exhibit "4.4" - Cleaning Specifications

THIS LEASE, dated as of the 24th day of September, 2004, by and between
VORNADO 640 FIFTH AVENUE LLC, a New York limited liability company, having
an address c/o Vornado Realty Trust, 888 Seventh Avenue, New York, New York
10019, as landlord, and EPOCH INVESTMENT PARTNERS INC., a Delaware
corporation, having an address at 667 Madison Avenue, New York, New York
10021, as tenant (the Person that holds the interest of the landlord
hereunder at any particular time being referred to herein as "Landlord";
subject to Section 17.1(G) hereof, the Person that holds the interest of
the tenant hereunder at any particular time being referred to herein as
"Tenant").

W I T N E S S E T H:

WHEREAS, Landlord wishes to demise and let unto Tenant, and Tenant wishes
to hire and take from Landlord, on the terms and subject to the conditions
set forth herein, the premises as shown as the "Office Area" and the "Floor
Common Area" on Exhibit "A" attached hereto and made a part hereof on the
eighteenth (18th) floor of the building that is known by the street address
of 640 Fifth Avenue, New York, New York 10017 (such premises being referred
to herein as the "Premises"; such building being referred to herein as the
"Building"; the Building, together with the plot of land on which the
Building is constructed, being collectively referred to herein as the "Real
Property").

NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the mutual receipt and legal sufficiency of which
the parties hereto hereby acknowledge, Landlord and Tenant hereby agree as
follows:

Article 1
DEMISE, TERM, FIXED RENT

1.1.

Demise.

Subject to the terms hereof, Landlord hereby leases to Tenant and Tenant
hereby hires from Landlord the Premises for the term to commence on the
Commencement Date and to end on September 30, 2015 (the "Fixed Expiration
Date"; the Fixed Expiration Date, or such earlier date that the term of
this Lease terminates pursuant to the terms hereof or pursuant to law,
being referred to herein as the "Expiration Date"; the term commencing on
the Commencement Date and ending on the Expiration Date being referred to
herein as the "Term").

1.2.

Commencement Date.

(A) Landlord shall deliver to Tenant vacant and exclusive possession of the
Premises on the date hereof (the "Commencement Date").

(B) The term "Rental" shall mean, collectively, the Fixed Rent, the
Escalation Rent and the additional rent payable by Tenant to Landlord
hereunder.

1.3.

Rent Commencement Date.

The term "Rent Commencement Date" shall mean October 1, 2005.

1.4.

Fixed Rent.

(A) The annual fixed rent for the Premises (the annual fixed rent payable
hereunder for the Premises at any particular time being referred to herein
as the "Fixed Rent") shall be:

(1) Six Hundred Sixty-Five Thousand Seven Hundred Ninety-Five Dollars and
No Cents ($665,795.00) ($55,482.92 per month) for the period commencing on
the Rent Commencement Date and ending on the day immediately preceding the
date that is five (5) years after the Rent Commencement Date; and

(2) Seven Hundred Seventeen Thousand Ten Dollars and No Cents ($717,010.00)
($59,750.83 per month) for the period commencing on the date that is five
(5) years after the Rent Commencement Date and ending on the Fixed
Expiration Date.

1.5.

Payments of Fixed Rent.

(A) Tenant shall pay the Fixed Rent in lawful money of the United States of
America that is legal tender in payment of all debts and dues, public and
private, at the time of payment, in equal monthly installments, in advance,
on the first (1st) day of each calendar month during the Term commencing on
the Rent Commencement Date, at the office of Landlord or such other place
as Landlord may designate from time to time on at least thirty (30) days of
advance notice to Tenant, without any set-off, offset, abatement or
deduction whatsoever (except to the extent otherwise expressly set forth
herein).

(B) Landlord shall have the right to require Tenant to pay the Fixed Rent
when due by wire transfer of funds to an account designated from time to
time by Landlord on at least thirty (30) days of advance notice to Tenant.

(C) If the Rent Commencement Date is not the first (1st) day of a calendar
month, then (x) the Fixed Rent due hereunder for the calendar month during
which the Rent Commencement Date occurs shall be adjusted appropriately
based on the number of days in such calendar month, and (y) Tenant shall
pay to Landlord such amount (adjusted as aforesaid for such calendar month)
on the Rent Commencement Date. If the Expiration Date is not the last day
of a calendar month, then the Fixed Rent due hereunder for the calendar
month during which the Expiration Date occurs shall be adjusted
appropriately based on the number of days in such calendar month.

1.6.

Certain Definitions.

(A) The term "Affiliate" shall mean a Person that (1) Controls, (2) is
under the Control of, or (3) is under common Control with, the Person in
question.

(B) The term "Applicable Rate" shall mean, at any particular time, the
lesser of (x) four hundred (400) basis points above the Base Rate at such
time, and (y) the maximum rate permitted by applicable law at such time.

(C) The term "Base Rate" shall mean the rate of interest announced publicly
from ,time to time by Citibank, N.A., or its successor, as its "prime
lending rate" (or such other term as may be used by Citibank, N.A. (or its
successor), from time to time, for the rate presently referred to as its
"prime lending rate").

(D) The term "Business Days" shall mean all days, excluding Saturdays,
Sundays and Holidays.

(E) The term "Consumer Price Index" shall mean the Consumer Price Index for
All Urban Consumers published by the Bureau of Labor Statistics of the
United States Department of Labor, All Items (1982-84 = 100), seasonally
adjusted, for the most specific area that includes the location of the
Building, or any successor index thereto. If the Consumer Price Index is
converted to a different standard reference base or otherwise revised, then
the determination of adjustments provided for herein shall be made with the
use of such conversion factor, formula or table for converting the Consumer
Price Index as may be published by the Bureau of Labor Statistics or, if
said Bureau does not publish such conversion factor, formula or table, then
with the use of such conversion factor, formula or table as may be
published by Prentice-Hall, Inc. or any other nationally recognized
publisher of similar statistical information. If the Consumer Price Index
ceases to be published, and there is no successor thereto, then Landlord
and Tenant shall use diligent efforts, in good faith, to agree upon a
substitute index for the Consumer Price Index. Either party shall have the
right to submit the issue of the designation of such substitute index to an
Expedited Arbitration Proceeding.

(F) The term "Control" shall mean direct or indirect ownership of more than
thirty percent (30%) of the outstanding voting stock of a corporation or
other majority equity interest if not a corporation and the possession of
power to direct or cause the direction of the management and policy of such
corporation or other entity, whether through the ownership of voting
securities, by statute or by contract.

(G) The term "Escalation Rent" shall mean the Rental payable to Landlord
under Article 2 hereof.

(H) The term "Holidays" shall mean all days observed as legal holidays by
either (x) the State of New York, or (y) the United States of America.

(I) The term "Person" shall mean any natural person or persons or any legal
form of association, including, without limitation, a partnership, a
limited partnership, a corporation, and a limited liability company.

(J) The term "Rentable Area" shall mean, with respect to a particular floor
area, the area thereof, as determined in accordance with the standards that
the parties used to calculate that the area of the Premises is ten thousand
two hundred forty-three (10,243) square feet in the aggregate, that the
area of the Building as of the date hereof is three hundred twenty four
thousand seventy-eight (324,078) square feet, and that the area of the
Building (excluding the retail portion thereof) as of the date hereof is
two hundred fifty-nine thousand seven hundred eighty (259,780) square feet.

(K) The term "Usable Area" shall mean, with respect to a particular floor
area, the usable area thereof, as determined in accordance with The
Recommended Method of Floor Measurement of Office Buildings, Effective
January 1, 1987, as published by The Real Estate Board of New York, Inc.
Landlord and Tenant acknowledge that the Usable Area of the Premises is
seven thousand six hundred eighty-two (7,682) square feet.

Article 2 ESCALATION RENT

2.1.

Operating Expense Definitions.

(A) The term "Base Operating Expenses" shall mean the Operating Expenses
for the Base Operating Expense Year.

(B) The term "Base Operating Expense Year" shall mean the 2005 calendar
year.

(C) The term "Operating Expenses" shall mean, subject to the terms of this
Section 2.1 and to Section 2.2(G) hereof, the expenses paid or incurred by
or on behalf of Landlord in insuring, maintaining, repairing, managing and
operating the Real Property (and employing personnel therefor) as
determined in accordance with generally accepted accounting principles,
consistently applied. Operating Expenses shall exclude:

(1) Taxes, subject to Section 2.2(G) hereof, payments of interest or
principal in respect of Landlord's debt (including, without limitation, any
debt that is secured by Mortgages,

Excluded Amounts,

(2) expenses that relate to leasing space in the Building (including,
without limitation, the cost of tenant improvements, the cost of rent
concessions, advertising expenses, leasing commissions and the cost of
lease buy-outs),

(3) the cost of any improvements to the Real Property that are required to
be capitalized by generally accepted accounting principles (except as
otherwise provided in Section 2.2(G) hereof),

(4) depreciation expense (subject, however, to Section 2.2(G) hereof),

(5) the cost of electricity that is furnished to the portions of the
Building that Landlord has leased or that Landlord is offering for lease
(it being understood that Operating Expenses may include the cost of
electricity that is required to operate the Building Systems,

(5) salaries and the cost of benefits in either case for personnel above
the grade of building manager,

(6) rent paid or payable under Superior Leases (it being understood,
however, that Operating Expenses may include additional rent that is
payable under Superior Leases for Taxes or Operating Expenses (only to the
extent that such additional rent for Taxes or Operating Expenses covers
items that would not otherwise be excluded from Taxes or Operating Expenses
pursuant to the terms hereof),

(7) subject to Section 2.2 hereof, any expense for which Landlord is
otherwise compensated (other than by virtue of other tenants in the
Building making payments to Landlord for Operating Expenses as escalation
rental) (so that, for example, Landlord shall not have the right to include
in Operating Expenses any costs that (x) this Lease otherwise obligates
Tenant to pay to or on behalf of Landlord hereunder, or (y) Landlord
otherwise recovers under an insurance policy or warranty),

(8) the cost of providing any level of service that exceeds the level of
service that Landlord furnishes to Tenant hereunder,

(9) legal fees and disbursements that are paid or incurred in connection
with the negotiation of, or disputes arising out of, any lease for space in
the Building,

(10) advertising and promotional costs that are paid or incurred for the
Building (it being understood that Landlord may include in Operating
Expenses the dues or fees of trade and industry associations, and the costs
of related activities, only to the extent such dues, fees and costs do not
exceed the amount that other owners customarily incur for comparable
properties in The City of New York),

(11) any fee or expenditure that is paid or payable to any Affiliate of
Landlord to the extent that such fee or expenditure exceeds the amount that
would be reasonably expected to be paid in the absence of such
relationship,

(12) interest, penalties, fines and late charges that in either case are
paid or incurred as a result of (x) late payments made by Landlord, or (y)
violations of applicable Requirements that are attributable to Landlord's
negligence,

(13) costs that Landlord incurs in removing, treating, encapsulating or
otherwise abating (i) asbestos or asbestos-containing materials, or (ii)
other materials that currently exist in the Building in violation of
applicable Requirements that are in effect as of the date hereof,

(14) another property,

(15) any portion of the costs that Landlord incurs that are fairly
allocable to any costs that Landlord incurs to correct any
misrepresentation that Landlord makes to Tenant or any other tenant, or to
satisfy Landlord's obligation to indemnify Tenant or any other tenant,
except, in either case, to the extent that such costs would otherwise
qualify as Operating Expenses hereunder, and

(16) any costs that Landlord incurs to the extent attributable to
Landlord's gross negligence.

(D) The term "Operating Expense Payment" shall mean, with respect to any
Operating Expense Year, the product obtained by multiplying (i) the excess
(if any) of (A) the Operating Expenses for such Operating Expense Year,
over (B) the Base Operating Expenses, by (ii) Tenant's Operating Expense
Share.

(E) The term "Operating Expense Statement" shall mean a statement that
shows the Operating Expense Payment for a particular Operating Expense
Year.

(F) The term "Operating Expense Year" shall mean the Base Operating Expense
Year and each subsequent calendar year.

(G) The term "Tenant's Operating Expense Share" shall mean, subject to the
terms hereof, three and ninety-four one-hundredths percent (3.94%).

2.2.

Calculation of Operating Expenses.

(A) Subject to the terms of this Section 2.2(A), if the entire Rentable
Area of the Building (other than the retail portion thereof) is not
occupied by Persons conducting business therein for the entire Operating
Expense Year, then, for purposes of calculating the Operating Expense
Payment, Landlord shall have the right to increase Operating Expenses by
the amount that Landlord would have included in Operating Expenses if the
entire Rentable Area of the Building (other than the retail portion
thereof) was occupied by Persons conducting business therein for the entire
Operating Expense Year. Subject to the terms of this Section 2.2(A), if (i)
for any particular period, Landlord performs a particular service or a
particular level of service for the benefit of Tenant in operating the
Building, (ii) Tenant does not otherwise pay to Landlord additional rent
for the costs incurred by Landlord in performing such service or such level
of service, (iii) Landlord includes the cost of performing such service or
such level of service in Operating Expenses for purposes of calculating the
Operating Expense Payment for the applicable Operating Expense Year, and
(iv) Landlord does not perform such service or such level of service for
the benefit of all of the other portions of the Building that are occupied
by Persons conducting business therein for the applicable period, then, for
purposes of calculating the Operating Expense Payment, Landlord shall have
the right to increase Operating Expenses by the amount that Landlord would
have included in Operating Expenses if Landlord performed such service or
such level of service for the entire Rentable Area of the Building (other
than the retail portion thereof) that is occupied by Persons conducting
business therein for the applicable period. Landlord shall increase the
Operating Expenses for the Base Operating Expense Year as described in this
Section 2.2(A).

(B) . If (i) Landlord includes an expense in Operating Expenses for a
particular Operating Expense Year, and (ii) Landlord receives insurance
proceeds as reimbursement for such expense in a subsequent Operating
Expense Year, then Landlord shall deduct such insurance proceeds from
Operating Expenses in the Operating Expense Year during which Landlord
receives such insurance proceeds (without making a corresponding reduction
in the Operating Expenses for the Operating Expense Year during which
Landlord incurred such expense); provided, however, that if Landlord
receives such insurance proceeds in any Operating Expense Year for an
expense that Landlord included in Base Operating Expenses, then Landlord
shall have the right to deduct such insurance proceeds from Base Operating
Expenses (rather than deducting such insurance proceeds from Operating
Expenses for the Operating Expense Year during which Landlord receives such
insurance proceeds), in which case Tenant shall pay to Landlord the
additional Operating Expense Payment for each preceding Operating Expense
Year that derives from such reduction in the Base Operating Expenses, on or
prior to the thirtieth (30th) day after the date that Landlord gives Tenant
an invoice therefor.

(C) Landlord shall have the right to include in Operating Expenses, for the
electricity supplied to the Building Systems and other common elements of
the Building, an amount equal to one hundred percent (100%) of the sum of:

(1) the product obtained by multiplying (i) the Average Cost per Peak
Demand Kilowatt, by (ii) the number of kilowatts that the Building Systems
and the other common elements of the Building demanded at the time that
coincides with the Building's peak demand for electricity for the
applicable billing period (as registered on a submeter or submeters, or, at
Landlord's option, as determined from time to time by a survey prepared by
an independent and reputable electrical consultant) (it being understood
that such number of kilowatts as described in clause (ii) above shall not
include the number of kilowatts that are attributable to the operation of
the Building Systems to the extent that Tenant (or other tenants in the
Building) make separate payment to Landlord therefor), and

(2) the product obtained by multiplying (i) the Average Cost per Kilowatt
Hour, by (ii) the number of kilowatt hours of electricity used by the
Building Systems and the other common elements of the Building for the
applicable period (as registered on a submeter or submeters, or, at
Landlord's option, as determined by a survey prepared by an independent and
reputable electrical consultant) (it being understood that such number of
kilowatt hours as described in clause (ii) above shall not include the
number of kilowatt hours that are attributable to the operation of the
Building Systems to the extent that Tenant (or other tenants in the
Building) make separate payment to Landlord therefor).

(D) The term "Average Cost per Peak Demand Kilowatt" shall mean, with
respect to any particular period, the quotient obtained by dividing (x) the
aggregate charge imposed by the Utility Company on Landlord for the Utility
Company's making available electricity that satisfies the Building's peak
demand for electricity during such period, by (y) the number of kilowatts
that constituted such peak demand, as reflected on the electric meter or
meters for the Building.

(E) The term "Average Cost per Kilowatt Hour"-shall mean, with respect to
any particular period, the quotient obtained by dividing (x) the aggregate
charge imposed by the Utility Company on Landlord for the electricity
supplied to the Building for such period (other than the aggregate charge
imposed by the Utility Company on Landlord for the Utility Company's making
available electricity that satisfies the Building's peak demand for
electricity during such period), by (y) the number of kilowatt hours of
electricity used in the Building during such period, as reflected on the
electric meter or meters for the Building.

(F) The term "Utility Company" shall mean, collectively, the local
electrical energy distribution company and the competitive energy provider
with which Landlord has made arrangements to obtain electric service for
the Building.

(G) If (i) Landlord makes an improvement to the Real Property or a
replacement of equipment at the Real Property in either case in connection
with the maintenance, repair, management or operation thereof, (ii)
generally accepted accounting principles require Landlord to capitalize the
cost of such improvement or such replacement, and (iii) such improvement or
replacement is made (a) to comply with a Requirement (regardless of whether
such Requirement is valid or mandatory) that is first enacted or that the
applicable Governmental Authority first enforces in either case from and
after the date hereof, (b) in lieu of repairs, or (c) for the purpose of
saving or reducing Operating Expenses (such as, for example, an improvement
that reduces labor costs), then Landlord shall have the right to include in
Operating Expenses for each Operating Expense Year the amount that
amortizes the cost of such improvement or such replacement, together with
interest thereon calculated at two hundred (200) basis points in excess of
the Base Rate, in equal annual installments over the useful life of such
improvement or such equipment as determined in accordance with generally
accepted accounting principles (until the cost of such improvement or such
equipment is amortized fully); provided, however, that (I) for any such
improvement or replacement that Landlord makes for the purpose of saving or
reducing Operating Expenses (and that Landlord does not make to comply with
a Requirement or in lieu of a repair), the aforesaid amount that Landlord
includes in Operating Expenses for any particular Operating Expense Year
shall not exceed the amount of the reduction in other Operating Expenses
for such Operating Expense Year that derives from such improvement or such
replacement, and (II) for any such improvement or replacement that Landlord
makes in lieu of a repair (and that Landlord does not make to comply with a
Requirement or for the purpose of saving or reducing Operating Expenses),
the aforesaid amount that Landlord includes in Operating Expenses for any
particular Operating Expense Year shall not exceed the cost of the repairs
that would have otherwise made if Landlord did not make such improvement or
replacement.

2.3.

Operating Expense Payment.

(A) Tenant shall pay the Operating Expense Payment to Landlord in
accordance with the terms of this Section 2.3.

(B) Landlord shall have the right to give a statement to Tenant from time
to time pursuant to which Landlord sets forth Landlord's good faith
estimate of the Operating Expense Payment for a particular Operating
Expense Year (any such statement that Landlord gives to Tenant being
referred to herein as a "Prospective Operating Expense Statement";
one twelfth (l/12th) of the Operating Expense Payment shown on a
Prospective Operating Expense Statement being referred to herein as the
"Monthly Operating Expense Payment Amount"). If Landlord gives to Tenant a
Prospective Operating Expense Statement (or Landlord is deemed to have
given to Tenant a Prospective Operating Expense Statement pursuant to
Section 2.3(C) hereof), then Tenant shall pay to Landlord, as additional
rent, on account of the Operating Expense Payment due hereunder for such
Operating Expense Year, the Monthly Operating Expense Payment Amount, on
the first (lst) day of each subsequent calendar month for the remainder of
such Operating Expense Year, in the same manner as the monthly
installments of the Fixed Rent hereunder (it being understood that Tenant
shall not be required to commence such payments of the Monthly Operating
Expense Payment Amount before the first (1st) day of the Operating Expense
Year to which relates the applicable Monthly Operating Expense Payment
Amount). If Landlord gives (or is deemed to have given) to Tenant a
Prospective Operating Expense Statement after the first (1 st) day of the
applicable Operating Expense Year, then Tenant shall also pay to Landlord,
within thirty (30) days after the date that Landlord gives the Prospective
Operating Expense Statement to Tenant, an amount equal to the excess of (I)
the product obtained by multiplying (x) the Monthly Operating Expense
Payment Amount, by (y) the number of calendar months that have theretofore
elapsed during such Operating Expense Year, over (II) the aggregate amount
theretofore paid by Tenant to Landlord on account of the Operating Expense
Payment for such Operating Expense Year. If Landlord gives (or is deemed to
have given) to Tenant a Prospective Operating Expense Statement for a
particular Operating Expense Year, then Landlord shall also provide to
Tenant, within two hundred seventy (270) days after the last day of such
Operating Expense Year, an Operating Expense Statement for such Operating
Expense Year. Nothing contained in this Section 2.3(B) obligates Tenant to
pay the Monthly Operating Expense Payment Amount before the Rent
Commencement Date.

(C) Tenant shall pay to Landlord an amount equal to the excess (if any) of
(i) the Operating Expense Payment as reflected on an Operating Expense
Statement that Landlord gives to Tenant, over (ii) the aggregate amount
that Tenant has theretofore paid to Landlord on account of the Operating
Expense Payment (if any) as contemplated by Section 2.3(B) hereof, within
thirty (30) days after the date that Landlord gives such Operating Expense
Statement to Tenant. Tenant shall have the right to credit against the
Rental thereafter coming due hereunder an amount equal to the excess (if
any) of (i) the aggregate amount that Tenant has theretofore paid to
Landlord on account of the Operating Expense Payment as contemplated by
Section 2.3(B) hereof, over (ii) the Operating Expense Payment as reflected
on such Operating Expense Statement; provided, however, that if the
Expiration Date occurs prior to the date that such credit is exhausted,
then Landlord shall pay to Tenant the unused portion of such credit on or
prior to the thirtieth (30th) day after the Expiration Date (it being
understood that Landlord's obligation to make such payment to Tenant shall
survive the Expiration Date). If Landlord gives Tenant an Operating Expense
Statement, then, unless Landlord otherwise specifies in such Operating
Expense Statement, Landlord shall be deemed to have given to Tenant a
Prospective Operating Expense Statement, for the Operating Expense Year
immediately succeeding the Operating Expense Year that is covered by such
Operating Expense Statement, that reflects an Operating Expense Payment for
such immediately succeeding Operating Expense Year in an amount equal to
the Operating Expense Payment for such Operating Expense Year that is
covered by such Operating Expense Statement.

(D) If the Rent Commencement Date occurs later than the first (1st) day of
the Operating Expense Year that immediately succeeds the Base Operating
Expense Year, then the Operating Expense Payment for the Operating Expense
Year during which the Rent Commencement Date occurs shall be an amount
equal to the product obtained by multiplying (X) the Operating Expense
Payment that would have been due hereunder if the Rent Commencement Date
was the first (1st) day of such Operating Expense Year, by (Y) a fraction,
the numerator of which is the number of days in the period beginning on the
Rent Commencement Date and ending on the last day of such Operating Expense
Year, and the denominator of which is three hundred sixty-five (365) (or
three hundred sixty-six (366), if such Operating Expense Year is a leap
year).

(E) If the Expiration Date is not the last day of an Operating Expense
Year, then the Operating Expense Payment for the Operating Expense Year
during which the Expiration Date occurs shall be an amount equal to the
product obtained by multiplying (X) the Operating Expense Payment that
would have been due hereunder if the Expiration Date was the last day of
such Operating Expense Year, by (Y) a fraction, the numerator of which is
the number of days in the period beginning on the first (1 st) day of such
calendar year and ending on the Expiration Date, and the denominator of
which is three hundred sixty-five (365) (or three hundred sixty-six (366),
if such Operating Expense Year is a leap year).

(F) Landlord's failure to give Tenant an Operating Expense Statement or a
Prospective Operating Expense Statement for any Operating Expense Year
shall not impair Landlord's right to give Tenant an Operating Expense
Statement or a Prospective Operating Expense Statement for any other
Operating Expense Year. Landlord shall not have the right to require Tenant
to make an Operating Expense Payment for a particular Operating Expense
Year unless Landlord gives to Tenant an Operating Expense Statement for
such Operating Expense Year within seven hundred thirty (730) days after
the last day of such Operating Expense Year.

(G) If the Operating Expenses for the Base Operating Expense Year are
redetermined at any time after the date that Landlord gives an Operating
Expense Statement to Tenant for an Operating Expense Year, then Landlord
shall have the right to give to Tenant a revised Operating Expense
Statement that recalculates the Operating Expense Payment for an Operating
Expense Year (using the Operating Expenses that reflects such
redetermination for the Base Operating Expense Year). Tenant shall pay to
Landlord an amount equal to the excess of (i) the Operating Expense Payment
as reflected on such revised Operating Expense Statement, over (ii) the
Operating Expense Payment as reflected on the prior Operating Expense
Statement, within thirty (30) days after Landlord gives such revised
Operating Expense Statement to Tenant.

2.4.

Auditing of Operating Expense Statements.

(A) Any Operating Expense Statement that Landlord gives to Tenant shall be
binding upon Tenant conclusively unless, within two hundred seventy (270)
days after the date that Landlord gives Tenant such Operating Expense
Statement, Tenant gives a notice to Landlord objecting to such Operating
Expense Statement. Tenant's right to give such notice (and conduct the
audit contemplated by this Section 2.4(A)) shall survive the Expiration
Date (to the extent that the Expiration Date occurs earlier than the two
hundred seventieth (270th) day after the date that Landlord gives the
applicable Operating Expense Statement to Tenant). If Tenant gives such
notice to Landlord, then, subject to the terms of this Section 2.4(A),
Tenant may examine Landlord's books and records relating to such Operating
Expense Statement to determine the accuracy thereof. Tenant may perform
such examination on reasonable advance notice to Landlord, at reasonable
times, in Landlord's office or, at Landlord's option, at the office of
Landlord's managing agent or accountants. Tenant, in performing such
examination, shall have the right to be accompanied by a certified public
accountant from one of the "big-4" firms of certified public accountants
(or their successors), or, at Tenant's option, a certified public
accountant from a reputable firm of at least one hundred fifty (150)
certified public accountants that is reasonably acceptable to Landlord;
provided, however, that Tenant shall not be entitled to be so accompanied
by any certified public accountant unless Tenant and such certified public
accountant certify to Landlord in a written instrument that is reasonably
satisfactory to Landlord that the compensation being paid by Tenant to such
certified public accountant is not conditioned or otherwise contingent (in
whole or in part) on the extent of any reduction in the Operating

Expense Payment that derives from such examination. Tenant shall not have
the right to conduct any such audit unless Tenant delivers to Landlord a
statement, in a form reasonably designated by Landlord, signed by Tenant
and Tenant's certified public accountant to which such books and records
are proposed to be disclosed, pursuant to which Tenant and such certified
public accountants agree to maintain the information obtained from such
examination in confidence (subject, however, to the disclosure as required
by law of the information that Tenant or Tenant's certified public
accountant derive from such examination).

(B) If it is determined ultimately that (i) Landlord, in an Operating
Expense Statement, overstated the Operating Expense Payment, and (ii)
Tenant overpaid the Operating Expense Payment for a particular Operating
Expense Year, then Tenant shall be entitled to credit the amount of such
overpayment of the Operating Expense Payment against the Rental thereafter
corning due hereunder. If (x) Tenant is entitled to a credit against Rental
pursuant to this Section 2.4(B), and (y) the Expiration Date occurs prior
to the date that such credit is exhausted, then Landlord shall pay to
Tenant the unused portion of such credit on or prior to the thirtieth
(30th) day after the Expiration Date (and Landlord's obligation to make
such payment shall survive the Expiration Date).

(C) Nothing contained in this Section 2.4 shall constitute an extension of
the date by which Tenant is required to pay the Operating Expense Payment
to Landlord hereunder.

2.5.

Tax Definitions.

(A) The term "Assessed Valuation" shall mean the amount for which the Real
Property is assessed pursuant to applicable provisions of the New York City
Charter and of the Administrative Code of The City of New York, in either
case for the purpose of calculating all or any portion of the Taxes.

(B) The term "Base Taxes" shall mean the quotient obtained by dividing (0
the Taxes for the Base Tax Period, by (ii) the number of Tax Years in the
Base Tax Period.

(C) The term "Base Tax Period" shall mean the period consisting of two (2)
fiscal years commencing on July 1, 2004 and ending on June 30, 2006.

(D) The term "Excluded Amounts" shall mean (w) any taxes imposed on
Landlord's income, (x) franchise, estate or inheritance taxes imposed on
Landlord, and (y) any other similar taxes imposed on Landlord.

(E) The term "Taxes" shall mean the aggregate amount of real estate taxes
and any general or special assessments that in each case are imposed upon
the Real Property, without taking into account (a) any discount that
Landlord receives by virtue of any early payment of Taxes (if Landlord does
not use the Tax Payment to make any such early payment of Taxes), (b) any
penalties or interest that the applicable Governmental Authority imposes
for the late payment of such real estate taxes or assessments, (c) any
Excluded Amounts, or (d) any exemption or deferral of Taxes to which the
Real Property is entitled under any program that a Governmental Authority
adopts to promote the improvement or redevelopment of real property;
provided, however, that if, because of any change in the taxation of real
estate, any other tax or assessment, however denominated (including,
without limitation, any franchise, income, profit, sales, use, occupancy,
gross receipts or rental tax), is imposed upon the Real Property, the owner
thereof, or the occupancy, rents or income derived therefrom, in
substitution for any of the Taxes, then such other tax or assessment to the
extent substituted shall be included in Taxes for purposes hereof (assuming
that the Real Property is Landlord's sole asset and the income therefrom is
Landlord's sole income). Taxes shall include, without limitation, (i)
assessments made upon or with respect to any "air" and "development" rights
now appurtenant to or affecting the Real Property, (ii) any fee, tax or
charge imposed by any Governmental Authority for any vaults or vault spaces
that in either case are appurtenant to the Real Property, and (iii) any
taxes or assessments levied after the date of this Lease, in whole or in
part, for public benefits to the Real Property, including, without
limitation, any business improvement district taxes and assessments. If any
such real estate taxes or assessments are payable in installments without
interest, premium or penalty, then Landlord shall include in Taxes for any
particular Tax Year only the installment of such real estate taxes or
assessments that the applicable Governmental Authority requires Landlord to
pay (and that Landlord actually pays) during such Tax Year.

(F) The term "Tax Payment" shall mean, with respect to any Tax Year, the
product obtained by multiplying (i) the excess of (A) Taxes for such Tax
Year, over (B) the Base Taxes, by (ii) Tenant's Tax Share (it being
understood that the Tax Payment shall be due with respect to each Tax Year
following the first Tax Year in the Base Tax Period).

(G) The term "Tax Statement" shall mean a statement that shows the Tax
Payment for a particular Tax Year.

(H) The term "Tax Year" shall mean the first period from July 1 through
June 30 (or such other period as hereinafter may be duly adopted by the
Governmental Authority then imposing Taxes as its fiscal year for real
estate tax purposes) in the Base Tax Period and each subsequent period from
July 1 through June 30 (or such other period as hereinafter may be duly
adopted by the Governmental Authority then imposing Taxes as its fiscal
year for real estate tax purposes).

(I) The term "Tenant's Tax Share" shall mean, subject to the terms hereof,
three and sixteen one-hundredths percent (3.16%).

2.6.

Tax Payment.

(A) Subject to the provisions of this Section 2.6, Tenant shall pay to
Landlord, as additional rent, the Tax Payment.

(B) Subject to the provisions of this Section 2.6, Tenant shall pay to
Landlord the Tax Payment for a particular Tax Year on or prior to the
thirtieth (30th) day before the date that the applicable Governmental
Authority obligates Landlord to make the corresponding payment of Taxes for
such Tax Year. If the applicable Governmental Authority requires Landlord
to pay the Taxes for a Tax Year in more than one (1) installment, then
Tenant shall pay the Tax Payment to Landlord for such Tax Year in a
corresponding number of installments. Tenant shall not be required to make
a Tax Payment to Landlord (or to pay an installment thereof to Landlord)
earlier than the fifteenth (15th) day after the date that Landlord gives
Tenant a Tax Statement therefor. If Tenant's obligation to make the Tax
Payment hereunder commences on a date that is not the date that the
applicable Governmental Authority requires Landlord to make a corresponding
payment of Taxes, then Tenant shall pay to Landlord, on such date that
Tenant's obligation to make the Tax Payment hereunder commences, the
installment of the Tax Payment due hereunder for the corresponding period,
which installment shall be apportioned appropriately.

(C) If the Rent Commencement Date occurs later than the first (1st) day of
the Tax Year that immediately succeeds the first Tax Year of the Base Tax
Period, then the Tax Payment for the Tax Year during which the Rent
Commencement Date occurs shall be an amount equal to the product obtained
by multiplying (X) the Tax Payment that would have been due hereunder if
the Rent Commencement Date was the first (1 st) day of such Tax Year, by
(Y) a fraction, the numerator of which is the number of days in the period
beginning on the Rent Commencement Date and ending on the last day of such
Tax Year, and the denominator of which is three hundred sixty-five (365)
(or three hundred sixty-six (366), if such Tax Year includes the month of
February in a leap year).

(D) If the Expiration Date is not the last day of a Tax Year, then the Tax
Payment for the Tax Year during which the Expiration Date occurs shall be
an amount equal to the product obtained by multiplying (X) the Tax Payment
that would have been due hereunder if the Expiration Date was the last day
of such Tax Year, by (Y) a [Taction, the numerator of which is the number
of days in the period beginning on the first (1 st) day of such Tax Year
and ending on the Expiration Date, and the denominator of which is three
hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax
Year includes the month of February in a leap year).

(E) The Tax Payment shall be computed initially on the basis of the
Assessed Valuation in effect on the date that Landlord gives the applicable
Tax Statement to Tenant (as the Taxes may have been settled or finally
adjudicated prior to such time) regardless of any then pending application,
proceeding or appeal to reduce the Assessed Valuation, but shall be subject
to subsequent adjustment as provided in Section 2.7 hereof.

(F) Tenant shall pay the Tax Payment regardless of whether Tenant is
exempt, in whole or part, from the payment of any Taxes by reason of
Tenant's diplomatic status or otherwise.

(G) If Taxes are required to be paid on any date or dates other than as
presently required by the Governmental Authority imposing Taxes, then the
due date of the installments of the Tax Payment shall be adjusted so that
each such installment is due from Tenant to Landlord thirty (30) days prior
to the date that the corresponding payment is due to the Governmental
Authority.

(H) Landlord's failure to give to Tenant a Tax Statement for any Tax Year
shall not impair Landlord's right to give to Tenant a Tax Statement for any
other Tax Year. Landlord shall not have the right to require Tenant to make
a Tax Payment for a particular Tax Year unless Landlord gives to Tenant a
Tax Statement for such Tax Year within seven hundred thirty (730) days
after the last day of such Tax Year.

(1) Landlord shall give to Tenant a copy of the relevant tax bill for each
Tax Year (to the extent that the applicable Governmental Authority has
issued such tax bill to Landlord) promptly after Tenant's request therefor
from time to time.

(J) Any Tax Statement that Landlord gives to Tenant shall be binding upon
Tenant conclusively unless, within two hundred seventy (270) days after the
date that Landlord gives Tenant such Tax Statement, Tenant gives a notice
to Landlord objecting to such Tax Statement. Tenant's right to give such
notice shall survive the Expiration Date (to the extent that the Expiration
Date occurs earlier than the two hundred seventieth (270th) day after the
date that Landlord gives the applicable Tax Statement to Tenant).

2.7.

Tax Reduction Proceedings.

(A) Landlord (and not Tenant) shall be eligible to institute proceedings to
reduce the Assessed Valuation.

(B) If, after a Tax Statement has been sent to Tenant, an Assessed
Valuation that Landlord used to compute the Tax Payment for a Tax Year is
reduced, and, as a result thereof, a refund of Taxes is actually received
by, or credited to, Landlord, then Landlord, promptly after Landlord's
receipt of such refund (or such refund is credited to Landlord, as the case
may be), shall send to Tenant a Tax Statement adjusting the Taxes for such
Tax Year and setting forth, based on such adjustment, the portion of such
refund for which Tenant is entitled a credit as set forth in this Section
2.7(B). Landlord shall credit the portion of such refund to which Tenant is
entitled against the Rental thereafter coming due hereunder. The portion of
such refund to which Tenant is entitled shall be limited to the portion of
the Taxes, if any, that Tenant had theretofore paid to Landlord on account
of the Tax Payment for the Tax Year to which the refund is applicable on
the basis of the Assessed Valuation before it had been reduced. The Tax
Payment paid by Tenant for such Tax Year (after taking into account such
refund) shall be an amount equal to the Tax Payment that Tenant would have
paid hereunder if the Assessed Valuation used in computing Taxes for such
Tax Year had reflected initially the aforesaid reduction thereof that
yielded such refund. If (x) Tenant is entitled to a credit against Rental
pursuant to this Section 2.7(B), and (y) the Expiration Date occurs prior
to the date that such credit is exhausted, then Landlord shall pay to
Tenant the unused portion of such credit on or prior to the thirtieth
(30th) day after the Expiration Date (and Landlord's obligation to make
such payment shall survive the Expiration Date). If (i) Landlord receives
such refund (or a credit therefor) after the Expiration Date, and (ii)
Tenant is entitled to a portion thereof as contemplated by this Section
2.7(B), then Landlord shall pay to Tenant an amount equal to Tenant's share
of such refund (or such credit) within thirty (30) days after the date that
such refund is paid to Landlord (or such refund is credited to Landlord, as
the case may be) (and Landlord's obligation to make such payment shall
survive the Expiration Date).

(C) If the Assessed Valuation for a Tax Year in the Base Tax Period is
reduced at any time after the date that Landlord gives a Tax Statement to
Tenant for a Tax Year, then Landlord shall have the right to give to Tenant
a revised Tax Statement that recalculates the Tax Payment for a Tax Year
(using the Taxes that reflect such reduction in such Assessed Valuation).
Tenant shall pay to Landlord an amount equal to the excess of (i) the Tax
Payment as reflected on such revised Tax Statement, over (ii) the Tax
Payment as reflected on the prior Tax Statement, within thirty (30) days
after Landlord gives such revised Tax Statement to Tenant.

2.8.

Condominium Conversion.

(A) If Landlord files a Condominium Declaration, then, with respect to the
portion of the Term from and after the date that Taxes are imposed
separately on (i) the condominium unit that comprises or the condominium
units that comprise the Premises, or (ii) the condominium unit or
condominium units of which the Premises is a part, as the case may be, (I)
Tenant's Tax Share shall be recalculated as of the date that Taxes are so
imposed separately as the quotient (expressed as a percentage) that is
obtained by dividing (x) the number of square feet of Rentable Area in the
Premises, by (y) the number of square feet of Rentable Area in the
applicable condominium unit, (II) Base Taxes shall be deemed to be an
amount equal to the product obtained by multiplying (x) Base Taxes
immediately prior to the date that Taxes are imposed separately on such
condominium unit, by (y) a fraction, the numerator of which is the number
of square feet of Rentable Area comprising such condominium unit, and the
denominator of which is the number of square feet of Rentable Area in the
Building, and (III) Taxes shall be deemed to mean only the Taxes that are
imposed on such condominium unit.

(B) If Landlord files a Condominium Declaration, then, with respect to the
period from and after the date that the Condominium Declaration is
effective, (I) Tenant's Operating Expense Share shall be recalculated as of
such date that the Condominium Declaration is declared effective as the
quotient (expressed as a percentage) that is obtained by dividing (x) the
number of square feet of Rentable Area in the Premises, by (y) the number
of square feet of Rentable Area in the applicable condominium unit (other
than any retail portion thereof), (II) Base Operating Expenses shall be
deemed to be an amount equal to the product obtained by multiplying (x)
Base Operating Expenses immediately prior to the date that the Condominium
Declaration is effective, by (y) a fraction, the numerator of which is the
number of square feet of Rentable Area comprising such condominium unit
(other than the retail portion thereof), and the denominator of which is
the number of square feet of Rentable Area in the Building (other than the
retail portion thereof), and (III) Operating Expenses shall be deemed to
mean only the Operating Expenses that apply to such condominium unit (it
being understood that the common charges that the Condominium Board
assesses against such condominium unit shall constitute Operating Expenses
for purposes hereof to the extent that the costs and expenses that comprise
such common charges would not have been otherwise excluded from Operating
Expenses in accordance with the terms hereof). Tenant shall not be required
to pay any increase in the Operating Expense Payment to the extent that
such increase derives solely from the conversion of the Real Property to a
condominium form of ownership as described in this Section 2.8.

2.9.

Building Additions.

(A) If, prior to Landlord's filing of a Condominium Declaration, Landlord
makes improvements to the Building to expand the Rentable Area thereof,
then, with respect to the period from and after the date that Taxes are
assessed on the Building to reflect such improvements, (I) Tenant's Tax
Share shall be recalculated as of the date that Taxes are so assessed as
the quotient (expressed as a percentage) that is obtained by dividing (x)
the number of square feet of Rentable Area in the Premises, by (y) the
number of square feet of Rentable Area in the Building (after taking into
account such expansion of the Rentable Area thereof) and (II) Base Taxes
shall be an amount equal to the product obtained by multiplying (x) Base
Taxes immediately prior to the date that Taxes are assessed on the Building
to reflect such improvements, by (y) a fraction, the numerator of which is
the Taxes that are assessed against the Building (after taking such
improvements into account), and the denominator of which is the Taxes that
are assessed against the Building (before taking such improvements into
account).

(B) If, prior to Landlord's filing of a Condominium Declaration, Landlord
makes improvements to the Building to expand the Rentable Area thereof,
then, with respect to the period from and after the date that such
improvements are Substantially Completed, (I) Tenant's Operating Expense
Share shall be recalculated as of the date that such improvements are
Substantially Completed as the quotient (expressed as a percentage) that is
obtained by dividing (x) the number of square feet of Rentable Area in the
Premises, by (y) the number of square feet of Rentable Area in the Building
(other than any retail portion thereof) (after taking such expansion into
account) and (II) Base Operating Expenses shall be deemed to be an amount
equal to the product obtained by multiplying (x) Base Operating Expenses
prior to the date that such improvements are Substantially Completed, by
(y) a fraction, the numerator of which is the Operating Expenses for the
Building (after such improvements are Substantially Completed), and the
denominator of which is the Operating Expenses for the Building (prior to
such improvements being Substantially Completed).

Article 3 USE


3.1.

Permitted Use.

Subject to Section 3.2 hereof, Tenant shall use the Premises, and Tenant
shall cause any other Person claiming by, through or under Tenant to use
the Premises, in either case only as general and executive offices and for
uses reasonably incidental thereto.

3.2.

Limitations.

Tenant shall not use the Premises or any part thereof, or permit the
Premises or any part thereof to be used:

(1) for the conduct of retail trade;

(2) by any Governmental Authority or any other Person having sovereign or
diplomatic immunity;

(3) for the sale, storage, preparation, service or consumption of food or
beverages in any manner whatsoever (except that Tenant has the right to
store, prepare, and serve food and beverages, by any reasonable means
(including, without limitation, by means of customary vending machines),
for consumption by Tenant's officers, employees and business guests in the
Premises); or

(4) as an employment agency, executive search firm or similar enterprise,
labor union, school, or vocational training center (except for the training
of employees of Tenant who are employed at the Premises).

3.3.

Rules.

Subject to the terms of this Section 3.3, Tenant shall comply with, and
Tenant shall cause any other Person claiming by, through or under Tenant to
comply with, the rules set forth in Exhibit "3.3" attached hereto and made
a part hereof, and other rules that Landlord hereafter adopts from time to
time on reasonable advance notice to Tenant, including, without limitation,
rules that govern the performance of Alterations (such rules that are
attached hereto, and such other rules, being collectively referred to
herein as the "Rules"). Landlord shall not have the right to adopt Rules
that are unreasonable. Tenant shall have the right to institute an
Expedited Arbitration Proceeding to determine the reasonableness of any
additional Rule hereafter adopted by Landlord only by giving notice thereof
to Landlord within thirty (30) days after the date that Landlord gives
Tenant notice of Landlord's adoption of any such additional Rule (it being
understood that Tenant shall not have any other right to dispute the
reasonableness of any such additional Rule hereafter adopted by Landlord).
Nothing contained in this Lease shall be construed to impose upon Landlord
any obligation to enforce the Rules or the terms of any other lease against
any other tenant, and Landlord shall not be liable to Tenant for violation
thereof by any other tenant. Landlord shall not enforce any Rule against
Tenant that Landlord is not then enforcing against all other office tenants
in the Building. If a conflict or inconsistency exists between the Rules
and the provisions of this Lease, then the provisions of this Lease shall
control.

3.4.

Promotional Displays.

Tenant shall not have the right to use any window in the Premises for any
sign or other display that is designed principally for advertising or
promotion.

3.5.

Wireless Internet Service.

Tenant shall not solicit other occupants of the Building to use wireless
Internet service that emanates from the Premises. Tenant shall not permit
the signals of Tenant's wireless Internet service (if any) to emanate
beyond the Premises or otherwise interfere in any material respect with any
Building Systems.

Article 4 SERVICES

4.1.

Certain Definitions.

(A) The term "Building Hours" shall mean the period from 8:00 AM to 8:00 PM
on Business Days and the period from 9:00 AM to 1:00 PM on Saturdays that
are not Holidays.

(B) The term "Building Systems" shall mean the service systems of the
Building, including, without limitation, the mechanical, gas, steam,
electrical, sanitary, HV AC, elevator, plumbing, and life-safety systems of
the Building (it being understood that the Building Systems shall not
include any systems that Tenant installs in the Premises as an Alteration).

(C) The term "HV AC" shall mean heat, ventilation and air-conditioning.

(D) The term "HVAC Systems" shall mean the Building Systems that provide
HVAC.

(E) The term "Overtime Periods" shall mean any times that do not constitute
Building Hours; provided, however, that the Overtime Periods for the
freight elevator shall also include the lunch period of the personnel who
operate the freight elevator or the related loading facility and the
Building Hours that occur on Saturdays.

4.2.

Elevator Service.

(A) Subject to the terms of Article 10 hereof and this Section 4.2,
Landlord shall provide Tenant with passenger elevator service for the
Premises using the Building Systems therefor. Tenant's use of the passenger
elevators shall be in common with other occupants of the Building. Tenant
shall have the use of the passenger elevators that service the Premises at
all times, except that Landlord, during Overtime Periods, shall have the
right to limit reasonably the passenger elevators that Landlord makes
available to service the Premises (provided that there is available to
Tenant on a non-exclusive basis at all times at least one (1) passenger
elevator that services the Premises). Tenant shall use the passenger
elevators only for purposes of transporting persons to and from the
Premises.

(B) Subject to the terms of Article 10 hereof and this Section 4.2,
Landlord shall provide Tenant with freight elevator service for the
Premises using the Building Systems therefor. Tenant's use of the freight
elevators shall be in common with other occupants of the Building (it being
understood that the Tenant will use two (2) freight elevators to service
the Premises, one of which provides service from ground level to a lower
level of the Building, and the other of which provides access to the
Premises from such lower level of the Building). Landlord shall have the
right to prescribe reasonable rules from time to time regarding the rights
of the occupants in the Building (including, without limitation, Tenant) to
use the freight elevators (governing, for example, the responsibility of
occupants of the Building to reserve freight elevator use in advance,
particularly for Overtime Periods). Tenant shall use the freight elevators
in accordance with applicable Requirements. If Tenant uses the freight
elevators during Overtime Periods, then Tenant shall pay to Landlord, as
additional rent, an amount calculated at the hourly rate of Two Hundred
Dollars ($200) (which amount shall be increased on each anniversary of the
Commencement Date to reflect the percentage increase, if any, in the
Consumer Price Index from the Consumer Price Index that is in effect on
Commencement Date), within thirty (30) days after Landlord's giving to
Tenant an invoice therefor; provided, however, that Tenant shall not be
required to pay for the first ten (10) hours of Tenant's overtime use of
the freight elevator for Tenant's initial move into the Premises or to
accommodate Tenant's performance of the Initial Alterations. Landlord shall

have the right to charge Tenant for a particular minimum number of hours of
usage of the freight elevator during Overtime Periods to the extent that
the applicable union contract or service contract requires Landlord to
engage the necessary personnel (including, without limitation, a freight
elevator operator and loading dock attendant) for such minimum number of
overtime hours. If (x) Tenant requests Landlord to provide Tenant with
freight elevator service during Overtime Periods as provided in this
Section 4.2(B), and (y) another tenant in the Building also uses, or other
tenants in the Building also use, the applicable freight elevator during
such Overtime Period, then Landlord shall allocate equitably the charges
described in this Section 4.2(B) among Tenant and such other tenant or
tenants.

4.3.

Heat, Ventilation and Air-Conditioning.

(A) Subject to the terms of Article 10 hereof and this Section 4.3,
Landlord shall operate the HV AC System to provide HV AC at the perimeter
of the Premises that satisfies, at a minimum, the specifications set forth
on Exhibit "4.3" attached hereto and made a part hereof. Landlord shall not
be required to make any installations in the Premises to distribute
HV AC within the Premises. Landlord shall not be required to repair or
maintain during the Term (i) any installations that exist in the Premises
on the Commencement Date that distribute within the Premises HV AC that the
HVAC System provides, or (ii) any system that is located in the Premises
on the Commencement Date that provides supplemental HV AC for the Premises
(in addition to the HV AC provided by the HVAC System). Tenant shall keep
closed the curtains, blinds, shades or screens that Tenant installs on the
windows of the Premises in accordance with the terms hereof to the extent
reasonably necessary to reduce the interference of direct sunlight with the
operation of the HVAC System.

(B) Landlord shall operate the HVAC System for Tenant's benefit during
Overtime Periods if Tenant so advises Landlord not later than 02:00 pm of
the Business Day immediately preceding the day on which Tenant requires
HVAC during Overtime Periods (it being understood that Tenant shall have
the right to give such notice orally or by email to the extent that such
notice conforms with the ordinary operating procedures for the Building).
If Landlord so provides HV AC to the Premises during Overtime Periods (as
so requested by Tenant), then Tenant shall pay to Landlord, as additional
rent, an amount calculated at the hourly rate of Fifty Dollars ($50) (which
amount shall be increased on each anniversary of the Commencement Date to
reflect the percentage increase, if any, in the Consumer Price Index from
the Consumer Price Index that is in effect on Commencement Date), within
thirty (30) days after Landlord gives to Tenant an invoice therefor. If (x)
Landlord so provides HV AC to the Premises during an Overtime Period (as so
requested by Tenant), and (y) another tenant requests or other tenants
request HV AC during the same Overtime Period, then Landlord shall reduce
equitably Landlord's aforesaid charge to Tenant for HV AC during such
Overtime Period to reflect such other tenant's use, or such other tenants'
use, of HVAC during such Overtime Period. Landlord shall have the right to
charge Tenant for a particular minimum number of hours of usage of the
HVAC System during Overtime Periods to the extent that the applicable union
contract or service contract requires Landlord to engage the necessary
personnel (including, without limitation, a building engineer) for such
minimum number of overtime hours.


4.4.

Cleaning.

(A) Subject to the terms of Article 10 hereof and this Section 4.4,
Landlord shall cause the Premises (including, without limitation, the core
lavatories that are located within the Premises) to be cleaned
substantially in accordance with the standards set forth in Exhibit "4.4"
attached hereto and made a part hereof. Landlord shall not be required to
clean the portions of the Premises (if any) that Tenant uses for the
storage, preparation, service or consumption of food or beverages. Tenant
shall pay to Landlord, as additional rent, the reasonable costs incurred by
Landlord in removing from the Building any of Tenant's refuse and rubbish
to the extent exceeding the amount of refuse and rubbish usually generated
by a tenant that uses the Premises for ordinary office purposes. Tenant
shall make such payments to Landlord not later than the thirtieth (30th)
day after the date that Landlord gives to Tenant an invoice therefor from
time to time. Tenant shall pay to Landlord as additional rent, within
thirty (30) days after Landlord's submission of an invoice to Tenant
therefor, the reasonable charge that Landlord imposes for providing
supplies to the core toilets and basins on the floor of the Building where
the Premises is located.

(B) Tenant, at Tenant's expense, shall exterminate the portions of the
Premises that Tenant uses for the storage, preparation, service or
consumption of food against infestation by insects and vermin regularly
and, in addition, whenever there is evidence of infestation. Tenant shall
engage Persons to perform such exterminating that are approved by Landlord,
which approval Landlord shall not unreasonably withhold, condition or
delay. Tenant shall cause such Persons to perform such exterminating in a
manner that is reasonably satisfactory to Landlord.

(C) Tenant, at Tenant's expense, shall clean daily all portions of the
Premises used for the storage, preparation, service or consumption of food
or beverages. Tenant shall not have the right to perform any cleaning
services in the Premises using any Person other than the cleaning
contractor that Landlord has engaged from time to time to perform cleaning
services in the Building for Landlord; provided, however, that (x) Landlord
shall not have the right to require Tenant to use such cleaning contractor
unless the rates that such cleaning contractor agrees to charge Tenant for
such additional cleaning services are competitive and commercially
reasonable, and (y) subject to Section 4.10 hereof, Tenant shall have the
right to use Tenant's own employees for such additional cleaning services.
If such cleaning contractor does not agree to charge Tenant for such
additional cleaning services at commercially reasonable rates, then Tenant
may employ to perform such additional cleaning services another cleaning
contractor that Landlord approves, which approval Landlord shall not
unreasonably withhold, condition or delay.

(D) Tenant shall comply with any refuse disposal program (including,
without limitation, any waste recycling program) that Landlord imposes
reasonably or that is required by Requirements.

(E) Tenant shall not clean any window in the Premises, nor require, permit,
suffer or allow any window in the Premises to be cleaned, in either case
from the outside in violation of Section 202 of the New York Labor Law, any
other Requirement, or the rules of the Board of Standards and Appeals, or
of any other board or body having or asserting jurisdiction.
4.5.

Water.

Landlord shall provide to the lavatories located in the portion of the
Premises that is within the core of the Building hot and cold water only
for ordinary drinking, cleaning and lavatory purposes. Landlord shall also
provide, through the Building Systems, cold water at one (1) connection
point at the perimeter of the Premises only for ordinary drinking, pantry,
cleaning and lavatory purposes. Landlord shall not be required to make any
installations in the Premises to distribute water within the Premises.
Landlord shall not be required to repair or maintain during the Term any
installations that exist in the Premises on the Commencement Date that
distribute water in the Premises. Nothing contained in this Section 4.5
limits the provisions of Article 10 hereof.

4.6.

Directory.

Landlord shall make available for Tenant's use, from and after the
Commencement Date, Tenant's Operating Expense Share of listings on the
lobby directory for the Building for purposes of listing the names of
Tenant's executive personnel. Landlord shall modify such directory to add
or delete names of Ten ant's executive personnel promptly after Tenant's
request from time to time, except that Tenant shall not have the right to
make any such request more frequently than once in any particular period of
ninety (90) days. Tenant shall pay to Landlord, as additional rent, a
reasonable charge for any such modifications requested by Tenant, within
thirty (30) days after the date that Landlord gives to Tenant an invoice
therefor (it being understood that Tenant shall not be required to pay such
charge for Tenant's initial listings on such directory). If Landlord
replaces such directory with a computerized directory in the lobby of the
Building, then Tenant shall be entitled to use such directory for purposes
of listing the names of Ten ant's executive personnel as provided in this
Section 4.6.

4.7.

Condenser Water.

Subject to the terms of Article 10 hereof and this Section 4.7, Tenant, at
Tenant's expense, may tap into the applicable Building System to obtain
condenser water for a supplemental air-conditioning system that Tenant
installs as part of the Initial Alterations in accordance with the
provisions of Article 7 hereof. Any such supplemental air-conditioning
system that Tenant installs shall not have a capacity of more than twelve
(12) tons. Tenant's rights to use such condenser water capacity under this
Section 4.7 shall lapse to the extent that Tenant does not use all or any
portion of the aforesaid condenser water capacity that Landlord has made
available to Tenant for a supplemental air-conditioning system that Tenant
installs as part of the Initial Alterations. Any installations that are
required to connect Tenant's supplemental air-conditioning system to the
condenser water pipes shall be made by Tenant, at Tenant's cost, using
contractors that Landlord designates reasonably and otherwise in accordance
with the provisions of Article 7 hereof. Tenant shall pay to Landlord, as
additional rent:

(A) a one-time "tap-in" fee in the amount of Five Hundred Dollars ($500.00)
per ton of capacity so connected.

(B) an annual charge in the amount of Two Hundred Fifty Dollars and No
Cents ($250.00) per ton of capacity of the system so connected (which
amount per ton shall be increased on each anniversary of the Commencement
Date to reflect the percentage increase, if any, in the Consumer Price
Index from the Consumer Price Index that is in effect on the Commencement
Date).

Tenant shall pay such amounts to Landlord on or prior to the thirtieth
(30th) day after the date that Landlord gives to Tenant an invoice therefor
from time to time.

4.8.

Building Security.

Subject to the terms of this Section 4.8, Landlord shall arrange for
security personnel to staff the lobby at all times. Tenant acknowledges
that (x) Landlord, in agreeing to arrange for such security personnel, does
not ensure the security of the Building, and (y) accordingly, Tenant
remains responsible for making the Alterations in the Premises that Tenant
considers adequate to provide for Tenant's security.

4.9.

No Other Services.

Landlord shall not be required to provide any services to support Tenant's
use and occupancy of the Premises, except to the extent expressly set forth
herein.

4.10.

Labor Harmony.

If (i) Tenant employs, or permits the employment of, any contractor,
mechanic or laborer in the Premises, whether in connection with any
Alteration or otherwise, (ii) such employment interferes or causes any
conflict with other contractors, mechanics or laborers engaged in the
maintenance, repair, management or operation of the Building or any
adjacent property owned or managed by Landlord, and (iii) Landlord gives
Tenant notice thereof (which notice may be given verbally to the person
employed by Tenant with whom Landlord's representative ordinarily discusses
matters relating to the Premises), then Tenant shall cause all contractors,
mechanics or laborers causing such interference or conflict to leave the
Building immediately and shall take such other action as may be reasonably
necessary to resolve such conflict.

4.11.

Services Benefit Permitted Parties.

Landlord acknowledges that Permitted Parties (other than Tenant) shall have
the right to receive the services that Landlord is otherwise required to
perform for Tenant hereunder.

Article 5 ELECTRICITY

5.1.

Capacity.

Subject to the terms of this Article 5, Landlord, at all times during the
Term, shall provide to the electrical closet on the floor of the Building
when the Premises is located, for Tenant's use, six (6) watts of
electrical capacity (demand load) per square foot of Usable Area in the
Premises, exclusive of the electricity that is required to operate the
elements of the HV AC System that are located on such floor (such
electrical capacity being referred to herein as the "Base Electrical
Capacity"). Tenant, during the Term, shall use electricity in the Premises
only in such manner that complies with the requirements of the Utility
Company. Tenant shall not permit the demand for electricity in the Premises
to exceed the Base Electrical Capacity.

5.2.

Electricity for the Building.

Landlord shall arrange with a Utility Company to provide electricity for
the Building. Landlord shall not be liable to Tenant for any failure or
defect in the supply or character of electricity furnished to the Building,
except to the extent that such failure or defect results from Landlord's
negligence or willful misconduct. Landlord shall not be required to make
any installations in the Premises to distribute electricity within the
Premises. Landlord shall not be required to maintain or repair during the
Term any installations that exist in the Premises on the Commencement Date
that distribute electricity within the Premises.

5.3.

Submetering.

(A) Subject to the provisions of this Section 5.3, Landlord shall measure
Tenant's demand for and consumption of electricity in the Premises using a
submeter that is, or submeters that are, installed and maintained by
Landlord. Landlord shall pay the cost of installing such submeter or
submeters. If, at any time during the Term, Tenant performs Alterations
that require modifications to the aforesaid submeter or submeters that
Landlord installs, or that require a supplemental submeter or supplemental
submeters, then Tenant shall perform such modification, or the installation
of such supplemental submeter or submeters, at Tenant's cost, as part of
the applicable Alteration.

(B) Tenant shall pay to Landlord, as additional rent, an amount (the
"Electricity Additional Rent") equal to one hundred four percent (104%) of
the sum of:

(1) the product obtained by multiplying (x) the Average Cost per Peak
Demand Kilowatt, by (y) the number of kilowatts that the Premises demanded
at the time that coincides with the Building's peak demand for electricity
for the applicable billing period, as registered on the submeter or
submeters for the Premises, and

(2) the product obtained by multiplying (x) the Average Cost per Kilowatt
Hour, by (y) the number of kilowatt hours of electricity used in the
Premises for the applicable billing period, as registered on the submeter
or submeters for the Premises.

(C) Landlord shall give Tenant an invoice for the Electricity Additional
Rent from time to time (but no less frequently than quarter-annually).
Tenant shall pay the Electricity Additional Rent to Landlord on or prior to
the thirtieth (30th) day after the date that Landlord gives to Tenant each
such invoice. Tenant shall not have the right to object to Landlord's
calculation of the Electricity Additional Rent unless Tenant gives Landlord
notice of any such objection on or prior to the one hundred eightieth
(180th) day after the date that Landlord gives Tenant the applicable
invoice for the Electricity Additional Rent. If Tenant gives Landlord a
notice objecting to Landlord's calculation of the Electricity Additional
Rent, as aforesaid, then Tenant or Tenant's agent shall have the right to
review Landlord's submeter readings and Landlord's calculation of the
Electricity Additional Rent (and the components thereof), at Landlord's
offices or, at Landlord's option, at the offices of Landlord's managing
agent, in either case at reasonable times and on reasonable advance notice
to Landlord. Either party shall have the right to submit a dispute
regarding the Electricity Additional Rent to an Expedited Arbitration
Proceeding.

(D) If a submeter measuring Tenant's electrical demand and consumption in
the Premises has not been installed in the Premises, or the submeters
measuring Tenant's electrical demand and consumption in the Premises have
not been installed in the Premises, in either case on or prior to the date
hereof, then (x) Landlord shall order such submeter or such submeters
promptly after the date hereof, and (y) Landlord shall install such
submeter or such submeters within sixty (60) days after the Commencement
Date. Landlord and Tenant shall cooperate with each other in good faith to
coordinate the installation of such submeter or such submeters with
Tenant's performance of the Initial Alterations. Landlord, in installing
such submeter or such submeters, shall have the right to interrupt
electrical service to the Premises temporarily and in accordance with good
construction practice.

(E) Subject to the terms of this Section 5.3(E), if, prior to Landlord's
installing a submeter or the submeters in the Premises, Tenant commences
the performance of the Initial Alterations, then Tenant shall pay to
Landlord, as additional rent, a fee for electricity service in an amount
equal to the product obtained by multiplying (I) $0.0041, by (II) the
number of square feet of Rentable Area in the Premises (or the portion
thereof in which Tenant is performing the Initial Alterations), by (III)
the number of days in the period commencing on the date that Tenant so
commences the Initial Alterations and ending on the date immediately
preceding the date that the submeter for the Premises (or the applicable
portion thereof) is operational or the submeters for the Premises (or the
applicable portion thereof) are operational. Landlord shall give Tenant an
invoice for the aforesaid fee from time to time (but not less frequently
than monthly). Tenant shall pay the aforesaid fee to Landlord on or prior
to the thirtieth (30th) day after the date that Landlord gives each such
invoice to Tenant.

5.4.

Termination of Electric Service.

(A) If Landlord is required by any Requirement to discontinue furnishing
electricity to the Premises as contemplated hereby, then this Lease shall
continue in full force and effect and shall be unaffected thereby, except
that from and after the effective date of any such Requirement, (x)
Landlord shall not be obligated to furnish electricity to the Premises, and
(y) Tenant shall not be obligated to pay to Landlord the charges for
electricity as described in this Article 5. Nothing contained in this
Section 5.3(D) gives Landlord any right to discontinue Tenant's electric
service, except to the extent required by Requirements.

(B) If Landlord discontinues Landlord's furnishing electricity to the
Premises pursuant to a Requirement, then Tenant shall use Tenant's diligent
efforts to obtain electricity for the Premises directly from the Utility
Company. Tenant shall pay directly to the Utility Company the cost of such
electricity. Tenant shall have the right to use without charge the
electrical facilities that then exist in the Building to obtain such direct
electric service (without Landlord having any liability or obligation to
Tenant in connection therewith). Nothing contained in this Section 5.3(D)
shall permit Tenant to use electrical capacity in the Building that exceeds
the Base Electrical Capacity. Tenant, at Tenant's expense, shall make any
additional installations that are required for Tenant to obtain electricity
from the Utility Company.

(C) Landlord shall not discontinue furnishing electricity to the Premises
as contemplated by this Section 5.3(D) (to the extent permitted by
applicable Requirements) until Tenant obtains electric service directly
from the Utility Company.

Article 6
INITIAL CONDITION OF THE PREMISES

6.1.

Condition of Premises.

Subject to Section 8.1 hereof, (a) Tenant shall accept possession of the
Premises in the condition that exists on the Commencement Date "as is," and
(b) Landlord shall have no obligation to perform any work or make any
installations in order to prepare the Building or the Premises for Tenant's
occupancy. Except as expressly set forth herein, Landlord has made no
representations or promises with respect to the Building, the Real Property
or the Premises.

Article 7 ALTERATIONS

7.1.

General.

(A) Except as otherwise provided in this Article 7, Tenant shall not make
any Alterations without Landlord's prior consent.

(B) The term "Alterations" shall mean alterations, installations,
improvements, additions or other physical changes (other than decorations)
in each case in or to the Premises that are made by or on behalf of Tenant
or any other Person claiming by, through or under Tenant.

(C) The term "Initial Alterations" shall mean the Alterations to prepare
the Premises for Tenant's initial occupancy.


(D) The term "Specialty Alterations" shall mean Alterations that (i)
perforate a floor slab in the Premises, (ii) require the reinforcement of a
floor slab in the Premises, (iii) consist of the installation of a raised
flooring system, (iv) consist of the installation of a vault or other
similar device or system that is intended to secure the Premises or a
portion thereof in a manner that exceeds the level of security that a
reasonable Person uses for ordinary office space, or (v) involve material
plumbing connections (such as kitchens and executive bathrooms outside
of the Building core) (it being understood that a customary office pantry
shall not constitute a Specialty Alteration for purposes hereof).

(E) The term "Substantial Completion" or words of similar import shall mean
that the applicable work has been substantially completed in accordance
with the applicable plans and specifications, if any, it being agreed that
(i) such work shall be deemed substantially complete notwithstanding the
fact that minor or insubstantial details of construction or demolition,
mechanical adjustment or decorative items remain to be performed, and (ii)
with respect to work that is being performed by Landlord, such work shall
be deemed substantially complete only if the incomplete elements thereof do
not interfere materially with Tenant's use and occupancy of the Premises
for the conduct of business.

(F) The term "Tenant's Property" shall mean Tenant's personal property
(other than fixtures), including, without limitation, Tenant's movable
fixtures, movable partitions, telephone equipment, furniture, furnishings
and decorations.

7.2.

Basic Alterations and Minor Alterations.

(A) Subject to the provisions of this Section 7.2, Landlord shall not
unreasonably withhold, condition or delay its consent to any proposed
Alteration, provided that such Alteration (i) is not visible in any
material respect, at street level, from the outside of the Building, (ii)
does not affect adversely any part of the Building other than the Premises,
(iii) does not require any alterations, installations, improvements,
additions or other physical changes to be performed in or made to any
portion of the Building other than the Premises (other than de minimis
changes that are typical for ordinary office installations), (iv) does not
affect adversely the proper functioning of any Building System, (v) does
not reduce the value or utility of the Building, (vi) does not affect the
structure of the Building, (vii) does not impede Landlord's access to
Reserved Areas in any material respect, and (viii) does not violate or
render invalid the certificate of occupancy for the Building or any part
thereof (any Alteration that satisfies the requirements described in
clauses (i) through (viii) above being referred to herein as a "Basic
Alteration ").

(B) Tenant shall not be required to obtain Landlord's prior consent to a
particular Basic Alteration if the sum of (X) the "hard" construction cost
of such Basic Alteration, and (Y) the "hard" construction cost of any other
Basic Alterations performed during the immediately preceding period
of twelve (12) months without Landlord's consent as contemplated by this
Section 7.2(B), does not exceed the Minor Alterations Threshold (any such
Basic Alteration for which Landlord's prior approval is not required being
referred to herein as a "Minor Alteration"). The term "Minor Alterations
Threshold" shall mean Twenty-Five Thousand Dollars ($25,000), except that
on each anniversary of the Commencement Date, the Minor Alterations
Threshold shall be adjusted to reflect the percentage increase in the
Consumer Price Index from the Consumer Price Index that is in effect on the
Commencement Date. Nothing contained in this Section 7.2(B) limits Tenant's
liability to Landlord if (i) Tenant performs an Alteration without
Landlord's consent, and (ii) it is determined ultimately that such
Alteration does not constitute a Minor Alteration.

(C) Nothing contained in this Section 7.2 limits the provisions of Section
7.12 hereof.

7.3.

Approval Process.

(A) Tenant shall not perform any Alteration unless Tenant first gives to
Landlord a notice thereof (an "Alterations Notice") that (i) refers
specifically to this Section 7.3, (ii) includes six (6) copies of the plans
and specifications for the proposed Alteration (including, without
limitation, layout, architectural, mechanical and structural drawings, to
the extent applicable) in CADD format that contain sufficient detail for
Landlord and Landlord's consultants to reasonably assess the proposed
Alteration, (iii) indicates whether Tenant considers the proposed
Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant
considers the proposed Alteration to constitute a Minor Alteration and
whether Tenant intends to perform the proposed Alteration without
Landlord's consent as contemplated by this Article 7, and (v) includes with
such notice a bona fide estimate issued by a reputable and independent
construction company of the "hard" construction cost of performing the
proposed Alteration (if Tenant considers the proposed Alteration to
constitute a Minor Alteration and plans to perform such Alteration without
Landlord's consent).

(B) If (x) Tenant gives Landlord an Alterations Notice, (y) Tenant, in the
Alterations Notice, does not indicate that Tenant plans to perform the
applicable Alteration without Landlord's consent, and (z) Landlord fails to
respond to the Alterations Notice within fifteen (15) Business Days after
the date that Tenant gives the Alterations Notice to Landlord, then
Landlord shall be deemed to have consented to such Alteration.

(C) Landlord shall have the right to object to a proposed Alteration only
by giving notice thereofto Tenant, and setting forth in such notice a
statement in reasonable detail of the grounds for Landlord's objections.

(D) Landlord shall have the right to (a) disapprove any plans and
specifications for a particular Alteration in part, (b) reserve Landlord's
approval of items shown on such plans and specifications pending Landlord's
review of other plans and specifications, and (c) condition Landlord's
approval of such plans and specifications upon Tenant's making revisions to
the plans and specifications or supplying additional information.

(E) Tenant acknowledges that (i) the review of plans or specifications for
an Alteration by or on behalf of Landlord, or (ii) the preparation of plans
or specifications for an Alteration by Landlord's architect or engineer (or
any architect or engineer designated by Landlord), is solely for Landlord's
benefit, and, accordingly, Landlord makes no representation or warranty
that such plans or specifications comply with any Requirements or are
otherwise adequate or correct.

7.4.

Performance of Alterations.

(A) Tenant, at Tenant's expense, prior to the performance of any
Alteration, shall obtain all permits, approvals and certificates required
by any Governmental Authorities in connection therewith. Landlord shall
have the right to require Tenant to make all filings with Governmental
Authorities to obtain such permits, approvals and certificates using an
expeditor designated reasonably by Landlord (provided that the charges
imposed by such expeditor are commercially reasonable). Upon the request of
Tenant, Landlord shall join in any applications for any permits, approvals
or certificates required to be obtained by Tenant in connection with any
permitted Alteration (provided that the applicable Requirement requires
Landlord to join in such application) and shall otherwise cooperate with
Tenant in connection therewith. Tenant shall reimburse Landlord for any
reasonable out-of-pocket costs, including, without limitation, reasonable
attorneys' fees and disbursements, that Landlord incurs in so joining in
such applications and cooperating with Tenant, within thirty (30) days
after the date that Landlord gives to Tenant an invoice therefor from time
to time.

(B) Prior to performing any Alteration, Tenant shall also furnish to
Landlord duplicate original policies of, or, at Tenant's option,
certificates of, (1) worker's compensation insurance in amounts not less
than the statutory limits (covering all persons to be employed by Tenant,
and Tenant's contractors and subcontractors, in connection with such
Alteration), and (2) commercial general liability insurance (including
property damage and bodily injury coverage), in each case in customary
form, and in amounts that are not less than Five Million Dollars
($5,000,000) with respect to general contractors and One Million Dollars
($1,000,000) with respect to subcontractors, naming the Landlord
Indemnitees as additional insureds; provided, however, that on each
anniversary of the Commencement Date, the aforesaid amounts shall be
adjusted to reflect the percentage increase in the Consumer Price Index
from the Consumer Price Index that is in effect on the Commencement Date.

(C) Upon completion of each Alteration, Tenant, at Tenant's expense, shall
(1) obtain certificates of final approval for each Alteration to the extent
required by any Governmental Authority, (2) furnish Landlord with copies of
such certificates, and (3) give to Landlord copies of the "as-built" plans
and specifications for such Alterations in CADD format.

(D) All Alterations shall be made and performed substantially in accordance
with the plans and specifications therefor as approved by Landlord (to the
extent such approval of Landlord is required under this Article 7), all
Requirements and the Rules. All materials and equipment incorporated in the
Premises as a result of any Alterations shall be first-quality.

(E) Subject to the terms of this Section 7.4(E), Landlord shall deliver to
Tenant, in connection with Tenant's applications to the applicable
Governmental Authority for a building permit regarding any Alterations, a
Form ACP-5, duly executed by an appropriate party and covering the
Premises. If (x) any asbestos or asbestos-containing materials are located
in the Premises, and (y) applicable Requirements mandate that such asbestos
or asbestos-containing materials be abated in connection with any
Alteration that Tenant proposes to perform, then Landlord, at Landlord's
expense, shall perform such abatement, with reasonable diligence, in
accordance with good construction practice and in compliance with all
applicable Requirements (it being agreed that Landlord's obligation to
deliver such Form ACP-5 shall be adjourned until Landlord performs such
abatement). Landlord shall not be required to (A) deliver such Form ACP-5
for the portion of the Premises in which Tenant, or any Person claiming by,
through or under Tenant, installs asbestos or asbestos-containing materials
from and after the Commencement Date, or (B) remove any such asbestos or
asbestos-containing materials to the extent that such asbestos or
asbestos-containing materials are installed in the Premises by Tenant, or
any other Person claiming by, throllgh or under Tenant, after the
Commencement Date.

(F) Landlord represents to Tenant that to the actual knowledge of the
individuals who are Landlord's employees and who perform construction,
management or leasing functions for the Building (without having performed
any independent investigation) (i) there do not exist as of the date hereof
any violations of applicable Requirements in the Building that are
reasonably likely to have any material and adverse effect on Tenant's
performance of the Initial Alterations or Tenant's use and occupancy of the
Premises for the conduct of business (once Tenant completes the Initial
Alterations), and (ii) there does not exist in the Premises any asbestos or
asbestos-containing materials.

7.5.

Financial Integrity.

(A)

(1) Tenant shall not permit any materials or equipment that are
incorporated as fixtures into the Premises in connection with any
Alterations to be subject to any lien, encumbrance, chattel mortgage or
title retention or security agreement.

(2) Tenant shall discharge any mechanic's lien that is filed against the
Real Property for work claimed to have been done for, or for materials
claimed to have been furnished to, Tenant (or any Person claiming by,
through or under Tenant) within ten (10) days after
Tenant has received notice thereof, at Tenant's expense, by payment or
filing the bond required by law. .

(B) Subject to the terms of this Section 7.5(B), within thirty (30) days
after the Substantial Completion of any Alterations, Tenant shall deliver
to Landlord: (i) waivers of lien from all contractors, subcontractors,
materialmen, architects, engineers and other Persons who may file a lien
against the Real Property in connection with such Alterations, and (ii) a
certificate from a licensed architect that Tenant engages in accordance
with the terms of this Article 7 certifying that, in his or her opinion,
the Alterations have been completed in accordance with the final detailed
plans and specifications for such Alterations as approved by Landlord.
Tenant shall not be required to deliver to Landlord any waiver of lien if
Tenant is disputing in good faith the payment which would otherwise entitle
Tenant to such waiver, provided that (x) Tenant keeps Landlord advised in a
timely fashion of the status of such dispute and the basis therefor, and
(y) Tenant delivers to Landlord the waiver of lien promptly after the date
that the dispute is settled. Nothing contained in this Section 7.5(B),
however, shall relieve Tenant from complying with the provisions of Section
7.5(A)(2) hereof.

7.6.

Effect on Building.

If (i) as a result of any Alterations, any alterations, installations,
improvements, additions or other physical changes are required to be
performed in or made to any portion of the Building other than the Premises
in order to comply with any Requirements (any such alterations,
installations, improvements, additions or changes being referred to herein
as a "Building Change"), (ii) such Alteration (or a portion thereof) is of
a nature that would not ordinarily be expected to be constructed in
premises that are used for ordinary office purposes, and (iii) such
Building Change would not otherwise have had to be performed or made
pursuant to applicable Requirements at such time, then (x) Landlord may
perform such Building Change, and (y) Tenant shall pay to Landlord the
reasonable costs thereof, as additional rent, within thirty (30) days after
Landlord gives to Tenant an invoice therefor.

7.7.

Time for Performance of Alterations.

If the performance of any Alteration by or on behalf of Tenant, or any
other Person claiming by, through or under Tenant, during Building Hours
interferes with or interrupts the maintenance, repair, management or
operation of the Building in any material respect or interferes with or
interrupts the use and occupancy of the Building by other tenants in the
Building in any material respect, then Landlord shall have the right to
require Tenant to perform such Alteration at other times that Landlord
reasonably designates from time to time.

7.8.

Removal of Alterations and Tenant's Property.

On or prior to the Expiration Date, Tenant, at Tenant's expense, shall
remove Tenant's Property from the Premises, and, at Tenant's option, Tenant
also may remove, at Tenant's expense, all Alterations made by or on behalf
of Tenant or any other Person claiming by, through or under Tenant;
provided, however, in any case, that Tenant shall repair and restore in a
good and workerlike manner to good condition any damage to the Premises or
the Building caused by such removal. Landlord, upon notice to Tenant given
at least thirty (30) days prior to the Expiration Date, may require Tenant
to remove any Specialty Alterations from the Premises, and to repair and
restore in a good and workerlike manner to good condition any damage to the
Premises or the Building caused by such removal. If (x) the Expiration Date
is not the Fixed Expiration Date, and (y) Landlord gives a notice to Tenant
on or prior to the thirtieth (30th) day after the Expiration Date to the
effect that Landlord does not wish to retain a particular Specialty
Alteration, then Tenant shall pay to Landlord the reasonable costs incurred
by Landlord in so removing such Specialty Alterations, and in so repairing
and restoring any such damage to the Building or the Premises, within
thirty (30) days after Landlord submits to Tenant an invoice therefor. Any
Alterations that remain in the Premises after the Expiration Date shall be
deemed to be the property of Landlord (with the understanding, however,
that Tenant shall remain liable to Landlord for any default of Tenant in
respect of Tenant's obligations under this Section 7.8).

7.9.

Contractors and Supervision.

All Alterations shall be performed only under the supervision of a licensed
architect that is approved by Landlord, which approval Landlord shall not
unreasonably withhold, condition or delay. Subject to the provisions of
this Section 7.9, Tenant shall perform all Alterations using, at Tenant's
option, either (i) contractors, subcontractors and mechanics that in each
case are designated from time to time by Landlord, or (ii) contractors,
subcontractors or mechanics that in each case are designated by Tenant and
approved by Landlord, which approval Landlord shall not unreasonably
withhold, condition or delay. If an Alteration affects a Building System,
then (i) Tenant shall engage to perform such Alteration (or the applicable
portion thereof that affects such Building System) a contractor from a list
of at least three (3) contractors for the applicable trade as designated
reasonably by Landlord, and (ii) Tenant shall engage an engineer designated
reasonably by Landlord to design such Alteration (or the applicable portion
thereof that affects such Building System) (it being understood that any
such contractor or engineer that charges Tenant at rates that are not
competitive or are not commercially reasonable shall be deemed to be not
designated reasonably by Landlord). Landlord shall give Tenant notice of
such contractors and such engineer designated by Landlord promptly after
Tenant's request therefor from time to time.

7.10. Landlord's Expenses.

Tenant shall pay to Landlord, from time to time, as additional rent, the
reasonable out-of-pocket costs incurred by Landlord to third parties in
connection with an Alteration (including, without limitation, costs that
Landlord incurs in reviewing the plans and specifications for such
Alterations, and inspecting the progress of such Alterations), within
thirty (30) days after Landlord gives Tenant an invoice therefor.

7.11.

Pantry.

Landlord shall not unreasonably withhold, condition or delay Landlord's
approval of an Alteration consisting of the installation of a pantry in the
Premises for the purpose of warming food for the officers, employees and
business guests of Ten ant (but not for use as a public restaurant). Any
vending machines that Tenant installs in the Premises shall have a
waterproof pan located thereunder, connected to a drain.

7.12.

Window Coverings.

Tenant shall install on the windows of the Premises only the curtains,
blinds, shades or screens that Landlord approves, which approval Landlord
shall not umeasonably withhold, condition or delay (it being understood
that Landlord, in considering whether to grant such approval, shall have
the right to take into account the impact of Tenant's proposed installation
on the exterior appearance of the Building).

7.13.

Tenant Fund.

(A) Subject to the terms of this Section 7.13, Landlord shall pay to or on
behalf of Tenant an amount equal to the product obtained by multiplying (x)
Sixty Dollars and No Cents ($60.00), by (y) the number of square feet of
Rentable Area comprising the Premises (the "Tenant Fund") for the costs
that Tenant incurs in performing the Initial Alterations. Tenant may use no
more than ten percent (10%) ofthe Tenant Fund for costs that Tenant incurs
in connection with the Initial Alterations that do not constitute "hard"
construction costs, including, without limitation, architect's and
engineer's fees, permit fees, expediter's fees and designers' fees in each
case relating to the Initial Alterations (such costs which do not
constitute the "hard" construction costs of the Initial Alterations being
collectively referred to herein as "Soft Costs").

(B) Tenant may request disbursements of the Tenant Fund only by delivering
to Landlord a Disbursement Request. Subject to the terms of this Section
7.13, Landlord shall disburse a portion ofthe Tenant Fund to Tenant from
time to time, within thirty (30) days after the date that Tenant gives to
Landlord the applicable Disbursement Request. Tenant shall not be entitled
to any disbursements ofthe Tenant Fund if an Event of Default has occurred
and is continuing. If a particular Disbursement Request requests Landlord
to disburse more than fifty percent (50%) of the Tenant Fund, then Landlord
shall not be required to make the disbursement of the Tenant Fund that is
contemplated thereby unless all contractors, subcontractors, materialmen,
architects, engineers and other Persons who may file a lien against the
Real Property in connection with the performance of the Initial Alterations
provide to Landlord waivers of lien concurrently with such disbursement of
the Tenant Fund. Landlord shall not be required to make disbursements of
the Tenant Fund more frequently than once during any particular calendar
month. Tenant shall not have the right to request disbursements of the
Tenant Fund in an amount that is greater than the excess of (I) the
aggregate amounts that Tenant has theretofore paid or that then remain
payable in each case to Tenant's contractors, subcontractors, materialmen,
suppliers or consultants, as the case may be, for either (a) materials that
have been delivered to the Premises for the Initial Alterations, (b) labor
that has been performed in the Premises for the Initial Alterations, or (c)
the services from which are derived Soft Costs that have been performed for
the Initial Alterations, as the case may be, over (II) the aggregate amount
of disbursements theretofore made by Landlord from the Tenant Fund (such
excess at any particular time being referred to herein as the "Maximum
Disbursement Amount"). Tenant shall not be entitled to a disbursement from
the Tenant Fund on account of Soft Costs unless and until Tenant has
received its first disbursement of the Tenant Fund for the cost of the
Initial Alterations (other than Soft Costs).

(C) The term "Disbursement Request" shall mean a request for a disbursement
of the Tenant Fund signed by the chief financial officer of Tenant (or
another officer of Tenant who performs the functions ordinarily performed
by a chief financial officer), together with:

(1) such officer's certification that the amount so requested does not
exceed the Maximum Disbursement Amount,

(2) copies of reasonable documentation (such as bills and invoices) that
indicate that the applicable work has been completed, the applicable
materials have been furnished, or the applicable services have been
performed, as the case may be, and

(3) waivers of lien from all contractors, subcontractors, materialmen,
architects, engineers and other Persons who may file a lien against the
Real Property in connection with the performance of the Initial
Alterations, and for which previous disbursements of the Tenant Fund has
been made (except to the extent Tenant gave such waivers of lien to
Landlord in connection with a prior Disbursement Request).

(4) in connection with a disbursement of the Tenant Fund for costs which do
not constitute Soft Costs, a certificate of Tenant's licensed architect
that Tenant engages in accordance with the terms of this Article 7 stating
that, in his or her opinion, the portion of the Initial Alterations
theretofore completed and for which the disbursement is requested was
performed in a good and workerlike manner and substantially in accordance
with the plans and specifications for such Initial Alterations, as approved
by Landlord.

(D) Landlord makes no representation or warranty that the Tenant Fund is
sufficient to pay the cost of the Initial Alterations. Tenant shall pay the
amount of any excess of the cost of the Initial Alterations over the Tenant
Fund.

(E) If (i) Tenant has theretofore completed the Initial Alterations, (ii)
Tenant has theretofore paid (or paid from the proceeds of the Tenant Fund)
the cost of the Initial Alterations in full, (iii) Tenant then occupies the
Premises for the conduct of business, (iv) Tenant has not theretofore given
to Landlord Disbursement Requests for the entire Tenant Fund, (v) Tenant
has paid the first monthly installment of Fixed Rent due hereunder, and
(vi) an Event of Default has not occurred and is not continuing, then
Landlord shall pay to Tenant the portion of the Tenant Fund that remains
undisbursed, within thirty (30) days after Tenant gives Landlord a request
therefor.

(F) If (i) Landlord fails to make a disbursement of the Tenant Fund when
due, and (ii) such failure continues for more than ten (10) days after the
date that Tenant gives Landlord notice thereof, then Tenant shall have the
right to offset against the Rental due hereunder the amount that Landlord
so fails to disburse to Tenant, together with interest thereon calculated
at the Applicable Rate for the period beginning on the date that such
disbursement first became due to Tenant, and ending on the date that Tenant
uses such credit.

(G) Landlord and Tenant acknowledge the Initial Alterations shall
constitute the property of Landlord to the extent that Tenant performs such
Initial Alterations using the proceeds of the Tenant Fund as provided in
this Section 7.13, subject, nevertheless, to Tenant's rights to use such
Initial Alterations as part of the Premises during the Term in accordance
with the terms of this Lease.

7.14. Air-Cooled HV AC Installations.

Tenant shall not have the right to install a supplementary HV AC system for
the Premises that requires vents or louvers to be installed on the exterior
of the Building.

7.15. Fire Alarm Points.

Landlord shall provide Tenant with access to ten (10) connection points to
the Building System that constitutes the fire alarm system, with the
understanding, however, that Landlord shall have the right to devote such
connection points to meet other requirements in the Building to the extent
that Tenant does not use all ten (10) connection points in connection with
the Initial Alterations.

Article 8 REPAIRS

8.1.

Landlord's Repairs.

Subject to the terms of this Article 8 and to Article 15 hereof and Article
16 hereof, Landlord shall maintain and make all necessary repairs to (i)
the Building Systems that service the Premises, (ii) the structural
portions of the Building, (iii) the roof of the Building, (iv) the
sidewalks that are adjacent to the Building, (v) the exterior walls of the
Premises, (vi) the windows of the Premises, and (vii) the public portions
of the Building, in each case in conformity with the standards that are
customary for first-class office buildings in the vicinity of the Building.
Nothing contained in this Section 8.1 shall require Landlord to maintain or
repair the systems within the Premises that distribute within the Premises
electricity, HV AC or water. Landlord acknowledges that Landlord's repair
obligations under this Section 8.1 require Landlord to keep the exterior
windows of the Premises watertight.

8.2.

Tenant's Repairs.

(A) Subject to the terms of this Article 8 and to Article 15 hereof and
Article 16 hereof, Tenant, at Tenant's expense, shall take good care of the
Premises (including, without limitation, (i) the fixtures and equipment
that are installed in the Premises on the Commencement Date, (ii) the
Alterations, and (iii) the systems within the Premises that distribute
within the Premises electricity, HV AC or water). Tenant shall make all
repairs to the Premises as and when needed to preserve the Premises in good
condition, except for reasonable wear and tear, obsolescence and damage for
which Tenant is not responsible pursuant to the provisions of Article 15
hereof. Nothing contained in this Section 8.2(A) shall require Tenant to
perform any repairs to the Premises that are Landlord's obligation to
perform under Section 8.1 hereof. All repairs made by Tenant as
contemplated by this Section 8.2(A) shall be in conformity with the
standards that are customary for first-class office buildings in the
vicinity of the Building. Tenant shall perform such repairs in accordance
with the terms of Article 7 hereof.

(B) Subject to the terms of this Section 8.2(B), if (a) Landlord gives
Tenant a notice that Tenant has failed to perform a repair that this
Section 8.2 obligates Tenant to perform, and (b) Tenant fails to proceed
with reasonable diligence to make such repair within twenty (20) days after
the date that Landlord gives such notice to Tenant (or such shorter period
that Landlord designates in such notice to the extent reasonably required
under the circumstances to alleviate an imminent threat to persons or
property), then (i) Landlord may make such repair, and (ii) Tenant shall
pay to Landlord, as additional rent, the reasonable expenses thereof, with
interest thereon at the Applicable Rate calculated from the date that
Landlord incurs such expenses, within thirty (30) days after Landlord gives
Tenant an invoice therefor. Nothing contained in this Section 8.2(B) limits
the remedies that are available to Landlord after the occurrence of an
Event of Default.

8.3.

Certain Limitations.

(A) Tenant, at Tenant's expense, shall repair in accordance with the terms
set forth in Section 8.2 hereof all damage to the Premises, or to any other
part of the Building or the Building Systems, in each case to the extent
resulting from the carelessness, neglect or improper conduct of, or
Alterations made by, Tenant or any other Person claiming by, through or
under Tenant; provided, however, that Landlord shall have the right to
perform any such repair to the extent that such repair affects the
structure of the Building or such repair affects any Building System, in
which case Tenant shall pay to Landlord an amount equal to the costs that
Landlord reasonably incurs in performing such repair, on or prior to the
thirtieth (30th) day after the date that Landlord gives to Tenant an
invoice therefor. Nothing contained in this Section 8.3(A) limits the
provisions of Section 14.3 hereof.

(B) Landlord shall repair all damage to the Premises that results from
Landlord's carelessness, neglect or improper conduct. Nothing contained in
this Section 8.3(B) limits the provisions of Section 14.3 hereof.

8.4.

Overtime.

Subject to the provisions of this Section 8.4, Landlord shall have no
obligation to employ contractors or labor at overtime or premium pay rates
in connection with (x) Landlord's making repairs as contemplated by this
Article 8, or (y) Landlord's performing the work for which Landlord
requires a Work Access. If the condition that Landlord is required to
repair, or the work for which Landlord requires a Work Access, (i) denies
Tenant from having reasonable access to the Premises, (ii) threatens the
health or safety of any occupant of the Premises, or (iii) materially
interferes with Tenant's ability to conduct its business in the Premises
during Tenant's ordinary business hours, then Landlord shall employ
contractors or labor at overtime or premium pay rates to the extent
reasonably necessary. Landlord, at Tenant's request, shall also perform (a)
any other repair that this Article 8 requires Landlord to perform, or (b)
any other work for which Landlord requires a Work Access, using contractors
or labor at overtime or premium pay rates, in which case Tenant shall pay
to Landlord, as additional rent, an amount equal to the excess of (x) the
costs that Landlord incurs in performing such repair or such work (using
contractors or labor at overtime or premium pay rates), over (y) the costs
that Landlord would have incurred in performing such repair or such work
without using contractors at overtime or premium pay rates, within thirty
(30) days after the date that Landlord gives to Tenant an invoice therefor
(it being understood that if more than one tenant requests that Landlord
perform any such repair using contractors or labor at overtime or premium
pay rates, then Landlord shall allocate such costs among such tenants
equitably).

Article 9
ACCESS: LANDLORD'S CHANGES

9.1.

Access.

Subject to the terms of this Section 9.1, Landlord and Landlord's designees
may enter the Premises at reasonable times upon reasonable prior notice to
Tenant (which notice may be given verbally to the person employed by Tenant
with whom Landlord's representative ordinarily discusses matters relating
to the Premises) to (i) examine the Premises, (ii) show the Premises to
prospective tenants during the last twelve (12) months of the Tenn, (iii)
show the Premises to prospective purchasers or master lessees of Landlord's
interest in the Real Property, (iv) show the Premises to Mortgagees or
Lessors (or prospective Mortgagees or Lessors), (v) gain access to Reserved
Areas, or (vi) make repairs, alterations, improvements, additions or
restorations that (I) Landlord is required to make pursuant to the terms of
this Lease, or (II) are reasonably necessary in connection with the
maintenance, repair, or operation of the Real Property (Landlord's entry
upon the Premises to perform such repairs, alterations, improvements,
additions or restorations being referred to herein as a "Work Access").
Landlord shall not be required to give Tenant advance notice of the entry
by Landlord or Landlord's designees into the Premises as contemplated by
this Section 9.1 to the extent necessary by reason of the occurrence of an
emergency. Landlord, in connection with a Work Access, shall have the right
to bring into the Premises, and store in the Premises in a reasonable
manner for the duration of the Work Access, one (1) day's supply of the
materials and tools that Landlord reasonably requires to perform the
applicable repair, alteration, improvement, addition or restoration.
Landlord shall have no liability to Tenant for any loss sustained by Tenant
by reason of Landlord's entry upon the Premises; provided, however, that
(x) subject to Section 14.3 hereof, Landlord shall remain liable to Tenant
for personal injury or property damage that derives from Landlord's
negligence or wilful misconduct in connection with any such entry upon the
Premises, (y) nothing contained in this Section 9.1 limits Tenant's rights
to an abatement of Rental after a fire or other casualty as provided
herein, and (z) nothing contained in this Section 9.1 limits Tenant's
rights to an abatement of Rental as provided in Section 10.3 hereof.
Landlord shall not have the right to access the Secure Area as provided in
this Section 9.1 except to the extent that (x) Landlord requires such
access as a Work Access, or (y) Landlord requires such access to gain entry
to a Reserved Area (and Landlord has no other means to access such Reserved
Area on a commercially reasonable basis).

9.2.

Landlord's Obligation to Minimize Interference.

Subject to Section 8.4 hereof, Landlord shall use commercially reasonable
efforts to minimize interference with Tenant's use of the Premises in
connection with Landlord's accessing the Premises as contemplated by
Section 9.1 hereof.

9.3.

Reserved Areas.

The Premises shall not include (i) the demising walls of the Premises
(except for the interior face thereof), (ii) the walls of the Premises that
constitute the curtain wall for the
Building (except for the interior face thereof), (iii) balconies, terraces
and roofs that are adjacent to the Premises, and (iv) space that is used
for Building Systems or other purposes associated with the operation,
repair, management or maintenance of the Real Property, including, without
limitation, shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan
rooms, mechanical rooms, plumbing facilities, and service closets (the
areas described in clauses (iii) and (iv) above being collectively referred
to herein as the "Reserved Areas"). Tenant shall have the right to access
at reasonable times the Reserved Areas that are immediately adjacent to the
Premises for reasonable purposes associated with the performance of
Alterations or Tenant's maintenance and repair of the Premises by giving
reasonable advance notice thereof to Landlord, with the understanding,
however, that (i) Tenant's right to so access the Reserved Areas shall be
subject to the rights of third parties and to the operational requirements
of the Building, and (ii) nothing contained in this Section 9.3 gives
Tenant the right to make any Alterations in the Reserved Areas.

9.4.

Ducts, Pipes and Conduits.

Landlord shall have the right to install, use and maintain ducts, pipes and
conduits in and through the Premises, provided that (a) such ducts, pipes
and conduits are installed on partitioning columns or ceilings, (b) such
ducts, pipes and conduits do not reduce the Usable Area of the Premises by
more than a de minimis amount, and (c) Landlord installs such ducts, pipes
and conduits in a manner that minimizes, to the extent reasonably
practicable, any adverse effect on an Alteration theretofore performed in
the Premises.

9.5.

Keys.

Tenant shall provide Landlord, from time to time, with the keys to the
Premises (or with the appropriate means to access the Premises using
Tenant's electronic security systems); provided, however, that Tenant shall
not be required to give Landlord the keys for (or such other appropriate
means of access for) any portion of the Premises that (x) is not larger
than twenty five percent (25%) of the Rentable Area of the Premises, and
(y) Tenant uses for the processing or storage of cash, marketable
securities, confidential financial information or similar  instruments (any
such portion of the Premises as described in clause (x) and clause (y)
above being referred to herein as the "Secure Area").

9.6.

Landlord's Changes.

(A) Landlord, from time to time, shall have the right to change the
arrangement or location of the public portions of the Building, including,
without limitation, lobbies, entrances, passageways, doors, corridors,
stairs and toilets that in each case are not located in the Premises,
provided any such change does not (a) unreasonably reduce or unreasonably
interfere with Tenant's access to the Building or the Premises, or (b)
reduce the floor area of the Premises (except to a de minimis extent).

(B) Landlord, from time to time, shall have the right to change, or reduce
the number of, the passenger or freight elevators serving the Premises,
provided that such change or reduction does not reduce to a material extent
the passenger or freight elevator service standards that the passenger and
freight elevators meet on the date hereof.

(C) Landlord, from time to time, shall have the right to change the name,
number or designation by which the Building is commonly known.

(1) Landlord shall have the right, from time to time, to close, obstruct or
darken the windows of the Premises temporarily to the extent required to
comply with a Requirement or to perform repairs, maintenance, alterations,
or improvements to the Building. Landlord shall have the right to close,
obstruct or darken the windows of the Premises permanently to the extent
required to comply with a Requirement that does not become applicable to
the Building by virtue of Landlord's performance of elective construction.

(2) If, at any time, the windows of the Premises are closed, obstructed or
darkened temporarily, as aforesaid, then Landlord shall perform (or cause
to be performed) such repairs, maintenance, alterations or improvements, or
shall comply with the applicable Requirement (or cause such Requirement to
be complied with), in each case with reasonable diligence, and otherwise
take such action as may be reasonably necessary to minimize the period
during which such windows are temporarily closed, obstructed or darkened
(it being understood, however, that subject to Section 8.4 hereof, Landlord
shall not be required to perform such repairs, maintenance, alterations or
improvements using contractors or labor at overtime or premium pay rates).

9.7.

Re-Entry Floor.

Landlord shall not have the right to designate the eighteenth (18th) floor
of the Building as a re-entry floor under the Requirements that are in
effect as of the date hereof. Tenant acknowledges, however, that Landlord
shall have the right to so designate the eighteenth (18th) floor of the
Building as a re-entry floor to the extent required by Requirements that
are adopted from and after the date hereof.

Article 10
UNAVOIDABLE DELAYS AND INTERRUPTION OF SERVICE

10.1. Unavoidable Delays.

Subject to Section 10.3 hereof, Article 15 hereof and Article 16 hereof,
this Lease and the obligation of Tenant to pay Rental hereunder and to
perform all of Tenant's other covenants shall not be affected, impaired or
excused, and Landlord shall not have any liability to Tenant, to the extent
that Landlord is unable to perform Landlord's covenants under this Lease by
reason of any cause beyond Landlord's reasonable control, including,
without limitation, strikes, labor troubles, acts of terrorism or the
occurrence of an act of God.

10.2. Interruption of Services.

Subject to Section 10.3 hereof, Landlord, from time to time, shall have the
right to interrupt or curtail the level of service provided by the Building
Systems to the extent reasonably necessary to accommodate the performance
of repairs, additions, alterations, replacements or improvements that in
Landlord's reasonable judgment are desirable or necessary. Landlord shall
use Landlord's diligent efforts to schedule any such interruption or
curtailment at times that minimizes, to the extent reasonably practicable,
the effect of such interruption or curtailment on Tenant's ability to
conduct its business in the Premises during Tenant's ordinary business
hours.

If such interruption or curtailment of the level of service provided by the
Building Systems (i) denies Tenant from having reasonable access to the
Premises, (ii) threatens the health or safety of any occupant of the
Premises, or (iii) materially interferes with Tenant's ability to conduct
its business in the Premises during Tenant's ordinary business hours, then
Landlord shall employ contractors or labor at overtime or premium pay rates
to the extent reasonably necessary.

10.3. Rent Credit.

Subject to the terms of this Section 10.3, if (I) (i) Landlord fails to
perform Landlord's covenants hereunder, (ii) Landlord interrupts or
curtails the level of service provided by Building Systems as contemplated
by Section 10.2 hereof, or (iii) Landlord performs repairs, alterations,
improvements, additions or restorations in the Building, and (II) Tenant,
by reason of the event described in clause (I) above, is unable for at
least seven (7) consecutive Business Days to operate Tenant's business in
the Premises (or a portion thereof) in substantially the same manner that
Tenant conducted its business prior to such event, then Tenant shall be
entitled to a credit to apply against the Fixed Rent and the Escalation
Rent thereafter coming due hereunder in an amount equal to the product
obtained by multiplying (I) the quotient obtained by dividing (a) the sum
of the Fixed Rent and the Escalation Rent for the Premises, by (b) three
hundred sixty-five (365) (or three hundred sixty-six (366) in a leap year),
by (c) the number of square feet of Rentable Area in the Premises, by (II)
the number of square feet of Rentable Area of the portion of the Premises
which is unusable, as aforesaid, by (III) the number of days in the period
commencing on (and including) the date immediately following the date that
is seven (7) Business Days and ending on the date that such portion of the
Premises becomes usable.

Landlord acknowledges that the parties will determine whether Tenant is
unable to conduct its business for at least seven (7) Business Days as
described in this Section 10.3 by ignoring intervening days that are not
Business Days (so that, for example, if Tenant is unable to so conduct its
business for a period that starts on Thursday of a particular week, and
continues for Friday of such week and Monday of the following week, then
such inability shall be deemed to have continued for a period of three (3)
consecutive Business Days). If (x) Tenant is entitled to a credit against
Rental pursuant to this Section 10.3, and (y) the Expiration Date occurs
prior to the date that such credit is exhausted, then Landlord shall pay to
Tenant the unused portion of such credit on or prior to the thirtieth
(30th) day after the Expiration Date (and Landlord's obligation to make
such payment shall survive the Expiration Date). Landlord shall have the
right to require Tenant to limit the amount of any credit that Tenant
applies against a particular installment of the Fixed Rent and the
Escalation Rent that is otherwise due hereunder to twenty-five percent
(25%)
of the applicable installment of the Fixed Rent and the Escalation Rent
that is payable hereunder for the entire Premises. If Landlord so requires
Tenant to limit the amount of any such credit that Tenant applies against
any particular installment of the Fixed Rent and the Escalation Rent, then
Tenant shall have the right to apply the unused portion of such credit
against subsequent payments of the Fixed Rent and the Escalation Rent due
hereunder (together with interest thereon that is calculated at the
Applicable Rate for the period commencing on the date that Tenant would
have applied such credit against the Fixed Rent and the Escalation Rent due
hereunder but for Landlord's aforesaid right to limit Tenant's use thereof
and ending on the date that Tenant so applies such credit), until such
credit is exhausted (subject, however, to Landlord's aforesaid right to
limit the aggregate amount of any such credit that Tenant uses to no more
than twenty-five percent (25%) of the applicable installment of the Fixed
Rent and the Escalation Rent that is payable hereunder for the entire
remises). This Section 10.3 shall not apply in respect of the occurrence
of a fire or other casualty or in respect of a condemnation.

This Section 10.3 shall not limit the provisions of Section 5.2 hereof.

Article 11 REQUIREMENTS

11.1. Tenant's Obligation to Comply with Requirements.

(A) Subject to the terms of this Article 11, Tenant, at Tenant's expense,
shall comply with all Requirements applicable to the Premises, including,
without limitation, (i) Requirements that are applicable to the performance
of Alterations, (ii) Requirements that become applicable by reason
of Alterations having been performed, and (iii) Requirements that are
applicable by reason of the specific nature or type of business operated by
Tenant (or any other Person claiming by, through or under Tenant) in the
Premises. Tenant shall not be required to make any Alteration to
the Building or to the Building Systems in either case to comply with any
Requirement unless (a) such Alteration is required by reason of Alterations
having been performed by Tenant (or another Person claiming by, through or
under Tenant), or (b) such Alteration is required by reason of the specific
nature of the use of the Premises by Tenant (or such other Person) (as
opposed to the use of the Premises for the general purposes otherwise
permitted under Section 3.1 hereof).

(B) The term "Requirements" shall mean, collectively, (i) all present and
future laws, rules, orders, ordinances, regulations, statutes,
requirements, codes and executive orders of all Governmental Authorities,
and of any applicable fire rating bureau, or other body exercising similar
functions, and (ii) all requirements that the issuer of Landlord's Property
Policy imposes (including, without limitation, any such requirements that
such issuer requires as the basis for the premium that such issuer charges
Landlord for Landlord's Property Policy), provided that such requirements
that the issuer of Landlord's Property Policy imposes are reasonably
consistent with the requirements imposed by reputable insurers of
comparable properties in The City of New York.

(C) The term "Governmental Authority" shall mean the United States of
America, the State of New York, The City of New York, any political
subdivision thereof and any agency, department, commission, board, bureau
or instrumentality of any of the foregoing, or any quasi-governmental
authority, now existing or hereafter created, having jurisdiction over the
Real Property or any portion thereof.

11.2. Landlord's Obligation to Comply with Requirements.

Landlord shall comply with all Requirements applicable to the Premises and
the Building other than the Requirements with respect to which Tenant is
required to comply pursuant to Section 11.1 hereof, subject, however, to
Landlord's right to contest in good faith the applicability or legality
thereof.

11.3. Tenant's Right to Contest Requirements.

Subject to the provisions of this Section 11.3, Tenant, at Tenant's
expense, may contest by appropriate proceedings prosecuted diligently and
in good faith the legality or applicability of any Requirement affecting
the Premises (any such proceedings instituted by Tenant being referred to
herein as a "Compliance Challenge"). Tenant shall not have the right to
institute a Compliance Challenge unless Tenant first gives Landlord notice
thereof. Tenant shall not institute any Compliance Challenge if, by reason
of Tenant's delaying its compliance with the applicable Requirement or by
reason of the Compliance Challenge, (a) Landlord (or any Landlord
Indemnitee) may be imprisoned, (b) the Real Property or any part thereof
may be condemned or vacated, or (c) the certificate of occupancy for the
Premises or the Building may be suspended. If Landlord or any Landlord
Indemnitee may be subject to any civil fines or penalties or other criminal
penalties or if Landlord or any Landlord Indemnitee may be liable to any
third party in either case by reason of Tenant's delaying its compliance
with the applicable Requirement or by reason of the Compliance Challenge,
then Tenant shall furnish to Landlord a bond of a surety company reasonably
satisfactory to Landlord, in form and substance reasonably satisfactory to
Landlord, and in an amount equal to one hundred twenty percent (120%) of
the sum of (A) the cost of such compliance, (B) the criminal or civil
penalties or fines that may accrue by reason of such non-compliance (as
reasonably estimated by Landlord), and (C) the amount of such liability to
third parties (as reasonably estimated by Landlord). If Tenant initiates
any Compliance Challenge, then Tenant shall keep Landlord advised regularly
as to the status of such proceedings.

11.4. Certificate of Occupancy.

(A) Landlord covenants that from and after the Commencement Date at all
times a temporary or permanent certificate of occupancy covering the
Premises (or such other certificate as may be required by Requirements from
time to time to lawfully occupy the Premises) shall be in full force and
effect permitting the Premises to be used for general office purposes;
provided, however, that (i) nothing contained herein constitutes Landlord's
covenant, representation or warranty that the Premises or any part
thereof lawfullY may be used or occupied for any particular purpose or in
any particular manner (other than for general office purposes), and (ii)
Landlord shall have no liability to Tenant under this Section 11.4(A) to
the extent such certificate of occupancy is not in full force and effect by
reason of Tenant's default hereunder or by reason of Alterations.

(B) Tenant shall use the Premises only in a manner that conforms with the
certificate of occupancy that is in effect for the Premises. Tenant shall
not have the right to amend the certificate of occupancy for the Premises
or the Building without Landlord's prior approval. Landlord shall not have
the right to amend the certificate of occupancy for the Premises or the
Building in a manner that limits the uses to which Tenant otherwise has the
right to conduct in the Premises.

Article 12 QUIET ENJOYMENT

12.1.

Quiet Enjoyment.

Landlord covenants that Tenant may peaceably and quietly enjoy the Premises
for the Term, subject, nevertheless, to the terms and conditions of this
Lease.

Article 13 SUBORDINATION

13.1.

Subordination.

(A) This Lease shall be subject and subordinate to the priority of each
Superior Lease if the applicable Lessor executes and delivers to Tenant a
Nondisturbance Agreement.

This Lease shall be subject and subordinate to the lien of each Mortgage if
the applicable Mortgagee executes and delivers to Tenant a Nondisturbance
Agreement. This Lease shall be subject and subordinate to a Condominium
Declaration (with the understanding that such Condominium Declaration shall
not impair Tenant's rights under this Lease, or expand Tenant's obligations
under this Lease, except, in either case, to a de minimis extent). Tenant,
at Tenant's expense, shall execute and deliver promptly a Nondisturbance
Agreement that a Lessor, or a Mortgagee proposes to use and that conforms
to the terms of this Article 13.

(B) The term "Condominium Board" shall mean the board that governs the
business and affairs of the condominium that is created by the Condominium
Declaration.

(C) The term "Condominium Declaration" shall mean a condominium declaration
that submits the ownership of the fee interest in the Premises to a
condominium form of ownership in accordance with Article 9-B of the New
York Real Property Law (as such declaration may be amended from time to
time).

(D) The term "Lessor" shall mean a lessor under a Superior Lease.

(E) The term "Mortgage" shall mean any trust indenture or mortgage which
now or hereafter encumbers the Real Property, the Building or any Superior
Lease and the leasehold interest created thereby.

(F) The term "Mortgagee" shall mean any trustee, mortgagee or holder of a
Mortgage.

(G) The term "Nondisturbance Agreement" shall mean, subject to Section 13.2
hereof, an agreement, in recordable form, between a Lessor, or a Mortgagee,
as the case may be, and Tenant, to the effect that (i) if there is a
foreclosure of the Mortgage, then the successor to Landlord by virtue of
the foreclosure will not evict Tenant, disturb Tenant's possession under
this Lease, join Tenant as a party to the foreclosure proceeding (except to
the extent that such joinder is required by law) or terminate or disturb
Tenant's leasehold estate or rights hereunder, and will recognize Tenant as
the direct tenant of such successor to Landlord on the same terms and
conditions as are contained in this Lease, or (ii) if the Superior Lease
terminates, then the Lessor will not evict Tenant, disturb Tenant's
possession under the Lease, or terminate or disturb Tenant's leasehold
estate or rights hereunder, and will recognize Tenant as the direct tenant
of such Lessor on the same terms and conditions as are contained in this
Lease.

(H) The term "Superior Lease" shall mean any lease pursuant to which
Landlord now or hereafter obtains or retains its interest in the Real
Property or the Building (to the extent that Landlord's interest in the
Real Property is a leasehold estate) (it being understood that Landlord may
not constitute the owner of the fee estate in the Real Property).

13.2.

Terms of Non disturbance Agreements.

Subject to the terms of this Section 13.2, any Nondisturbance Agreement may
provide that the Person that succeeds to Landlord by reason of the
foreclosure of a Mortgage, or the termination of a Superior Lease, as the
case may be (any such Person being referred to herein as the "Successor")
shall not be:

(A) liable for any act or omission of any prior landlord (including,
without limitation, the then defaulting landlord), except to the extent
that (i) such act or omission continues after the date that the Successor
succeeds to Landlord's interest in the Real Property, and (ii) such act or
omission of such prior landlord is of a nature that the Successor can cure
by performing a service or making a repair, or

(B) subject to any defenses or offsets that Tenant has against any prior
landlord (including, without limitation, the then defaulting landlord)
(except for any offsets that are expressly permitted under this Lease), or

(C) bound by any payment of Rental that Tenant has made to any prior
landlord (including, without limitation, the then defaulting landlord) more
than thirty (30) days in advance of the date that such payment is due
(other than any amount that Tenant has deposited with Landlord pursuant to
the terms hereof), or

(D) bound by any obligation to make any payment to or on behalf of Tenant
to the extent that such obligation accrues prior to the date that the
Successor succeeds to Landlord's interest in the Real Property, or

(E) bound by any obligation to perform any work or to make improvements to
the Premises, except for:

(1) repairs and maintenance that Landlord is required to perform pursuant
to the provisions of this Lease and that first become necessary after the
date that the Successor succeeds to Landlord's interest in the Real
Property,

(2) repairs to the Premises that become necessary by reason of a fire or
other casualty that occurs from and after the date that the Successor
succeeds to Landlord's interest in the Real Property and that Landlord is
required to perform pursuant to Article 15 hereof,

(3) repairs to the Premises that become necessary by reason of a fire or
other casualty that occurs prior to the date that the Successor succeeds to
Landlord's interest in the Real Property and that Landlord is required to
perform pursuant to Article 15 hereof, to the extent that the Successor can
make such repairs from the net proceeds of Landlord's Property Policy that
are actually made available to the Successor (with the understanding,
however, that if (i) a fire or other casualty occurs prior to the date that
the Successor succeeds to Landlord's interest in the Real Property, (ii)
Landlord is required to repair the resulting damage to the Building
pursuant to Article 15 hereof, and (iii) the Successor cannot make such
repairs from such net proceeds, then Tenant shall have the right to
terminate this Lease by giving notice thereof to the Successor within
fifteen (15) days after the date that the Successor gives Tenant notice
that the Successor does not intend to perform such repairs),

(4) repairs to the Premises as a result of a partial condemnation that
occurs from and after the date that the Successor succeeds to Landlord's
interest in the Real Property and that Landlord is required to perform
pursuant to Article 16 hereof, and

(5) repairs to the Premises as a result of a partial condemnation that
occurs prior to the date that the Successor succeeds to Landlord's interest
in the Real Property and that Landlord is required to perform pursuant to
Article 16 hereof, to the extent that the Successor can make such repairs
from the net proceeds of any condemnation award made available to the
Successor (with the understanding, however, that if (i) a partial
condemnation occurs prior to the date that the Successor succeeds to
Landlord's interest in the Real Property, (ii) Landlord is required to make
repairs to the Building pursuant to Article 16 hereof by reason of such
partial condemnation, and (iii) the Successor cannot make such repairs from
such net proceeds, then Tenant shall have the right to terminate this Lease
by giving notice thereof to the Successor within fifteen (15) days after
the date that the Successor gives Tenant notice that the Successor does not
intend to perform such repairs),

(F) bound by any amendment or modification of this Lease made without the
consent of the Mortgagee or the Lessor, as the case may be, or

(G) bound to return the Cash Security Deposit or the Letter of Credit until
the Cash Security Deposit or the Letter of Credit has come into the
Successor's actual possession and Tenant is entitled to the Cash Security
Deposit or the Letter of Credit pursuant to the terms of this Lease (the
aforesaid items in clause (A) through (G) above for which a Successor is
not liable being referred to herein as the "Successor Limitation Items").

Any Nondisturbance Agreement may also contain other terms and conditions
that are reasonably required by the Mortgagee, or the Lessor, as the case
may be that do not (i) increase Tenant's monetary obligations under this
Lease, (ii) materially and adversely affect or materially diminish Tenant's
rights under this Lease, or (iii) materially increase Tenant's other
obligations under this Lease. A Successor that is an Affiliate of the
Person that constitutes Landlord shall not have the right to include in a
Nondisturbance Agreement the Successor Limitation Items, or such other
terms and conditions.

13.3.

Attornment.

(A) If, at any time prior to the Expiration Date, a Successor succeeds to
Landlord's interest in the Real Property, then Tenant, at the Successor's
election, shall attorn, from time to time, to the Successor, in either case
upon the then executory terms of this Lease, for the remainder of the Term.
If the Successor is not an Affiliate of the Person that constituted
Landlord immediately prior to such Successor's obtaining an interest in the
Premises, then the Successor shall not have liability for the Successor
Limitation Items from and after the date that Tenant so attorns to the
Successor.

(B) The provisions of this Section 13.3 shall apply notwithstanding that,
as a matter of law, this Lease terminates upon the termination of any
Superior Lease or the foreclosure of a Mortgage. No further instrument
shall be required to give effect to Tenant's attorning to a Successor as
contemplated by this Section 13.3. Tenant, however, upon demand of any
Successor, shall execute, from time to time, instruments, in a recordable
form and in a form reasonably satisfactory to the Successor, confirming the
foregoing provisions of this Section 13.3. A Mortgagee, or a Lessor shall
have the right to include such provisions in a Nondisturbance Agreement.

13.4.

Amendments to this Lease.

Tenant shall execute and deliver, from time to time, amendments to this
Lease, promptly after Landlord's request, to the extent that (x) such
amendments are reasonably required by a Mortgagee or a Lessor that in
either case is not an Affiliate of Landlord (or are reasonably required by
a proposed Mortgagee or proposed Lessor that in either case is not an
Affiliate of Landlord and that consummates the applicable Mortgage or the
applicable Superior Lease contemporaneously with Tenant's execution and
delivery of such amendment hereof), and (y) Landlord gives to Tenant
reasonable evidence to the effect that such Mortgagee or Lessor requires
such amendments; provided, however, that Tenant shall not be required to
agree to any such amendments to this Lease that (i) increase Tenant's
monetary obligations under this Lease, (ii) materially and adversely affect
or materially diminish Tenant's rights under this Lease, or (iii)
materially increase Tenant's other obligations under this Lease. If
Landlord so requests Tenant to consummate any such amendment to this Lease,
then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs
that Tenant incurs in consummating any such amendment, within thirty (30)
days after Tenant submits to Landlord an invoice therefore, together with
reasonable supporting documentation for the charges set forth therein.

13.5.

Tenant's Estoppel Certificate.

Tenant, within ten (10) Business Days after Landlord's request from time to
time (but not more frequently than three (3) times in any particular period
of twelve (12) months), shall deliver to Landlord a written statement
executed by Tenant, in form reasonably satisfactory to Landlord, (1)
stating that this Lease is then in full force and effect and has not been
modified (or if this Lease is not in full force and effect, stating the
reasons therefor, or if this Lease is modified, setting forth all
modifications), (2) setting forth the date to which the Fixed Rent, the
Escalation Rent and other items of Rental have been paid, (3) stating
whether, to the best knowledge of Tenant (but without having made any
investigation), Landlord is in default under this Lease, and, if Landlord
is in default, setting forth the specific nature of all such defaults, and
(4) stating any other matters reasonably requested by Landlord and related
to this Lease. Tenant acknowledges that any such statement that Tenant
delivers to Landlord pursuant to this Section 13.5 may be relied upon by
(x) any purchaser or owner of the Real Property or any interest therein
(including, without limitation, any Lessor), or (y) any Mortgagee.

13.6. Landlord's Estoppel Certificate.

Landlord, within ten (10) Business Days after Tenant's request from time to
time (but not more frequently than three (3) times in any particular period
of twelve (12) months), shall deliver to Tenant a written statement
executed by Landlord (i) stating that this Lease is then in full force and
effect and has not been modified (or if this Lease is not in full force and
effect, stating the reasons therefor, or if this Lease is modified, setting
forth all modifications), (ii) setting forth the date to which the Fixed
Rent, the Escalation Rent and any other items of Rental have been paid,
(iii) stating whether, to the best knowledge of Landlord (but without
having made any investigation), Tenant is in default under this Lease, and,
if Tenant is in default, setting forth the specific nature of all such
defaults, and (iv) stating any other matters reasonably requested by Tenant
and related to this Lease. Landlord acknowledges that any statement
delivered by Landlord to Tenant pursuant to this Section 13.6 may be relied
upon by (w) any assignee of Tenant's interest hereunder, (x) any
subtenant of all or any part of the Premises, (y) any Person that acquires
Control of Tenant (provided that such assignment, sublease or transfer of
Control is accomplished in a manner that complies with the provisions of
Article 16 hereof), or (z) any Person that extends credit to Tenant.

13.7. Rights to Cure Landlord's Default.

If (x) a Superior Lease or Mortgage exists, (y) the Lessor or Mortgagee is
not an Affiliate of Landlord, and (z) Landlord gives Tenant notice thereof,
then Tenant shall not seek to terminate this Lease by reason of Landlord's
default hereunder until Tenant has given written notice of such default to
such Lessor or such Mortgagee in either case at the address that has been
furnished to Tenant. If any such Lessor or Mortgagee notifies Tenant,
within ten (10) Business Days after the date that such Lessor or Mortgagee
receives such notice from Tenant, that such Lessor or Mortgagee intends to
remedy such act or omission of Landlord, then Tenant shall not have the
right to so terminate this Lease unless such Lessor or Mortgagee fails to
remedy such act or omission of Landlord within a reasonable period of time
after the date that such Lessor or Mortgagee gives such notice to Tenant
(it being understood that such Lessor or Mortgagee shall not have any
liability to Tenant for the failure of such Lessor or Mortgagee to so
remedy such act or omission of Landlord during such period).

13.8.

Zoning Lot Merger Agreement.

Tenant hereby waives irrevocably any rights that Tenant may have in
connection with any zoning lot merger or transfer of development rights
with respect to the Real Property, including, without limitation, any
rights that Tenant may have to be a party to, to contest, or to execute any
Declaration of Restrictions (as such term is used in Section 12-10 of the
Zoning Resolution of The City of New York effective December 15, 1961, as
amended) with respect to the Real Property, which would cause the Premises
to be merged with or unmerged from any other zoning lot pursuant to such
Zoning Resolution or to any document of a similar nature and purpose.
Tenant agrees that this Lease shall be subject and subordinate to any
Declaration of Restrictions or any other document of similar nature and
purpose now or hereafter affecting the Real Property (it being
understood, however, that such Declaration of Restrictions or any such
other document shall not impair Tenant's rights hereunder, or expand
Tenant's obligations hereunder, except, in either case, to a de minimis
extent). In confirmation of such subordination and waiver, Tenant, from
time to time, shall execute and deliver promptly any certificate or
instrument that Landlord reasonably requests.

13.9.

Tenant's Financial Statements.

Subject to the terms of this Section 13.9, Tenant shall provide to Landlord
(a) the balance sheet of Ten ant and each Predecessor Tenant (if any) in
either case dated as of the last day of each fiscal year (to the extent
that the last day of each such fiscal year occurs during the Term), (b) the
income statement of Tenant and each Predecessor Tenant (if any) for each
such fiscal year that occurs, in whole or in part, during the Term, and (c)
the statement of changes in financial condition of Tenant and each
Predecessor Tenant (if any) for each such fiscal year that occurs, in whole
or in part, during the Term, in each case on or prior to the one hundred
twentieth (120th) day after the last day of each such fiscal year (such
financial statements being collectively referred to herein as "Tenant's
statements"). Tenant shall cause Tenant Statements to be prepared in
accordance with generally accepted accounting principles, consistently
applied, and to be accompanied by an unqualified opinion of a certified
public accountant. Landlord shall not disclose Tenant's Statements to any
third party, except that Landlord may disclose Tenant's Statements (i) to
Persons that provide (or that propose to provide), directly or indirectly,
debt or equity capital to Landlord or Landlord's Affiliates, (ii) to
Persons that purchase (or that propose to purchase) the Real Property or
any portion thereof, (iii) to Lessors (or prospective Lessors), (iv) to
Persons that provide professional services for Landlord (such as, for
example, Landlord's attorneys and accountants), (v) to the extent required
by law, (v) to the extent reasonably required by Landlord in enforcing
Landlord's rights hereunder, and (vi) to the extent that
Tenant's Statements are otherwise available to the general public. Tenant
shall not have any obligation to provide Tenant's Statements to Landlord as
provided in this Section 13.9 during the period that (x) the stock of
Tenant is publicly traded on a recognized stock exchange, and (y) Tenant's
Statements are available to the general public under filings that Tenant
makes with the Securities and Exchange Commission.

Article 14 INSURANCE

14.1.

Tenant's Insurance.

(A) Tenant, at Tenant's expense, shall obtain and keep in full force and
effect (i) an insurance policy for Tenant's Property and the Specialty
Alterations, in either case to the extent insurable under the available
standard forms of "all-risk" insurance policies, in an amount equal to one
hundred percent (100%) of the replacement value thereof (subject, however,
at Tenant's option, to a reasonable deductible) (the insurance policy
described in this clause (i) being referred to herein as "Tenant's Property
Policy"), and (ii) a policy of commercial general liability and property
damage insurance on an occurrence basis, with a broad form contractual
liability endorsement (the insurance policy described in this clause (ii)
being referred to herein as "Tenant's Liability Policy"). Tenant's Property
Policy and Tenant's Liability Policy shall name Tenant as the insured. The
Landlord Indemnitees shall be named as additional insureds on Tenant's
Liability Policy.

(B) Tenant's Liability Policy shall contain a provision that (a) no act or
omission of Tenant shall affect or limit the obligation of the insurer to
pay the amount of any loss sustained, and (b) the policy is non-cancelable
with respect to the Landlord Indemnitees unless at least thirty (30) days
of advance written notice is given to Landlord, except that Tenant's
Liability Policy may be cancelable on no less than ten (10) days of advance
written notice to Landlord for non-payment of premium. If Tenant receives
any notice of cancellation or any other notice from the insurance carrier
which may adversely affect the coverage of the insureds under Tenant's
Property Policy or Tenant's Liability Policy, then Tenant shall immediately
deliver to Landlord a copy of such notice. The minimum amounts of liability
under Tenant's Liability Policy shall be a combined single limit with
respect to each occurrence in the amount of Five Million Dollars
($5,000,000) for injury (or death) to persons and damage to property, which
minimum amount Landlord may increase from time to time to the amount of
insurance that in Landlord's reasonable judgment is then being customarily
required by prudent landlords of firstclass buildings in the vicinity of
the Building from tenants leasing space similar in size, nature and
location to the Premises.

(C) Tenant shall cause Tenant's Liability Policy and Tenant's Property
Policy to be issued by reputable and independent insurers that are (x)
permitted to do business in the State of New York, and (y) rated in Best's
Insurance Guide, or any successor thereto, as having a general policyholder
 rating of A and a financial rating of at least XI (it being understood
that if such ratings are no longer issued, then such insurer's financial
integrity shall conform to the standards that constitute such ratings from
Best's Insurance Guide as of the date hereof).

(D) Tenant has the right to satisfy Tenant's obligation to carry Tenant's
Liability Policy with an umbrella insurance policy if such umbrella
insurance policy contains an aggregate per location endorsement that
provides the required level of protection for the Premises. Tenant has the
right to satisfy Tenant's obligation to carry Tenant's Property Policy with
a blanket insurance policy if such blanket insurance policy provides, on a
per occurrence basis, that a loss that relates to any other location does
not impair or reduce the level of protection available for the Premises
below the amount required by this Lease.


Landlord's Insurance.

(A) Subject to the terms of this Section 14.2, Landlord shall obtain and
keep in full force and effect insurance against loss or damage by fire and
other casualty to the Building, to the extent insurable on commercially
reasonable terms under then available standard forms of "all-risk"
insurance policies, in an amount equal to one hundred percent (100%) of the
replacement value thereof or, at Landlord's option, in such lesser amount
as will avoid coinsurance (such insurance being referred to herein as
"Landlord's Property Policy"). Tenant acknowledges that (i) Landlord's
Property Policy may encompass rent insurance, and (ii) the risks that
Landlord's Property Policy covers may include, without limitation, fire,
war, terrorism, environmental matters, and flood.

(B) Landlord shall not be liable to Tenant for any failure to insure any
Alterations unless Tenant notifies Landlord of the completion of such
Alterations and the cost thereof, and maintains adequate records with
respect to such Alterations to facilitate the adjustment of any insurance
claims with respect thereto. Landlord shall have the right to provide that
the coverage of Landlord's Property Policy is subject to a reasonable
deductible. Tenant shall cooperate with Landlord and Landlord's insurance
companies in the adjustment of any claims for any damage to the Building or
the Alterations. Landlord shall not be required to carry insurance on
Tenant's Property or the Specialty Alterations. Landlord shall not be
required to carry insurance against, or be responsible for, any loss
suffered by Tenant due to the interruption of Tenant's business.

14.3. Mutual Waiver of Subrogation.

(A) Subject to the provisions of this Section 14.3, Landlord and Tenant
shall each obtain an appropriate clause in, or endorsement on, Landlord's
Property Policy or Tenant's Property Policy (as the case may be) pursuant
to which the insurance companies waive subrogation or consent to a waiver
of right of recovery. Landlord and Tenant also agree that, having obtained
such clauses or endorsements of waiver of subrogation or consent to a
waiver of right of recovery, they shall not make any claim against or seek
to recover from the Landlord Indemnitees or the Tenant Indemnitees (as the
case may be) for any loss or damage to its property or the property of
others resulting from fire or other hazards covered by Landlord's Property
Policy or Tenant's Property Policy (as the case may be); provided, however,
that the release, discharge, exoneration and covenant not to sue herein
contained shall be limited by and be coextensive with the terms and
provisions of the waiver of subrogation clause or endorsements or clauses
or endorsements consenting to a waiver of right of recovery.

(B) If the payment of an additional premium is required for the inclusion
of a waiver of subrogation provision as described in Section l4.3(A)
hereof, then each party shall advise the other party of the amount of any
such additional premiums and the other party at its own election may, but
shall not be obligated to, pay such additional premium. If (x) Tenant is
the party that elects to pay such additional premium to include such a
waiver in Landlord's Property Policy, and (y) other tenants in the Building
make concurrently a similar election, then the aforesaid amount that Tenant
is obligated to pay to Landlord on account of such additional premium shall
be only the portion thereof that Landlord allocates equitably to Tenant. If
such other party does not elect to pay such additional premium, then the
party whose insurer is charging the additional premium shall not be
required to obtain such waiver of subrogation provision.

(C) If either party is unable to obtain the inclusion of such waiver of
subrogation provision even with the payment of an additional premium, then
such party shall attempt to name the other party as an additional insured
(but not a loss payee) under the applicable insurance policy. If the
payment of an additional premium is required for naming the other party as
an additional insured (but not a loss payee), then such party shall advise
the other of the amount of any such additional premium and the other party
at its own election may, but shall not be obligated to, pay such additional
premium. If (x) Tenant is the party that elects to pay such additional
premium to name Tenant as an additional insureds (but not as loss payee),
and (y) other tenants in the Building make concurrently a similar election,
then the aforesaid amount that Tenant is obligated to pay to Landlord on
account of such additional premium shall be only the portion thereof that
Landlord allocates equitably to Tenant. If such other party does not elect
to pay such additional premium or if it is not possible to have the other
party named as an additional insured (but not loss payee), even with the
payment of an additional premium, then (in either event) the party whose
insurer refuses to include such waiver of subrogation provision shall so
notify the other party and such party shall not have the obligation to name
the other party as an additional insured.

14.4. Evidence of Insurance.

On or prior to the Commencement Date, each party shall deliver to the other
party appropriate certificates of insurance required to be carried by the
parties pursuant to this Article 14, including evidence of waivers of
subrogation and naming of additional insureds in either case as required by
Section 14.3 hereof. Each party shall deliver to the other party evidence
of each renewal or replacement of a policy at least twenty (20) days prior
to the expiration of such policy.

14.5. No Concurrent Insurance.

Tenant shall not obtain any property insurance (under Tenant's Property
Policy or otherwise) that covers the property that is covered by Landlord's
Property Policy.

14.6. Tenant's Obligation to Comply with Landlord's Fire and Casualty
Insurance.

If (i) Tenant (or any other Person claiming by, through or under Tenant)
uses the Premises for any purpose other than general office use, and (ii)
the use of the Premises by Tenant (or such other Person) causes the premium
for Landlord's Property Policy to exceed the premium that would have
otherwise applied therefor if Tenant (or such Person) used the Premises for
general office purposes, then Tenant shall pay to Landlord, as additional
rent, an amount equal to such excess, on or prior to the thirtieth (30th)
day after the date that Landlord gives to Tenant an invoice therefor.
Nothing contained in this Section 14.6 expands Tenant's rights under
Article 3 hereof.

Article 15 CASUALTY

15.1. Notice.

Tenant shall notify Landlord promptly of any fire or other casualty that
occurs in the Premises.

15.2. Landlord's Restoration Obligations.

Subject to the terms of this Section 15.2, Landlord shall repair the damage
to the Premises (including, without limitation, the Alterations) to the
extent caused by fire or other casualty, with reasonable diligence.
Landlord shall not be required to restore Tenant's Property or the
Specialty Alterations. Landlord shall not be required to commence such
restoration until Tenant gives Landlord the notice described in Section
15.1 hereof (unless Landlord otherwise has received actual notice of the
fire or other casualty). Landlord shall not be obligated to restore any
Alterations unless (i) Tenant has Substantially Completed the performance
thereof, (ii) Tenant has given Landlord notice to the effect that Tenant
has Substantially Completed such Alterations, (iii) Tenant has given
Landlord notice of the cost incurred by Tenant in performing such
Alterations, and (iv) Tenant has maintained records with respect to such
Alterations in a form that allows Landlord to make a full insurance
recovery therefor under Landlord's Property Policy. If (x) Tenant, as part
of the Initial Alterations, demolishes all or a material part of the
interior installation that exists in the Premises on the Commencement Date,
and (y) the Premises (including any Alterations) is damaged by fire or
other casualty at any time prior to the date that Tenant Substantially
Completes the Initial Alterations therein, then Landlord's obligation to
repair the Premises (and any Alterations) shall be limited to (x) the part
of the Building Systems serving the Premises on the Commencement Date, but
not the distribution portions of such Building Systems located within the
Premises, (y) the floor and ceiling slabs of the Premises, and (z) the
exterior walls of the Premises, all to substantially the same condition
that existed on the Commencement Date. Landlord shall have the right to
adapt the restoration of the Premises as contemplated by this Section 15.2
to comply with applicable Requirements that are then in effect. Landlord
shall not be obligated to restore the Premises as provided in this Section
15.2 to the extent that this Lease terminates by reason of such fire or
other casualty as provided in this Article 15.

15.3. Rent Abatement.

(A) Subject to Section 15.3(B) hereof, the Fixed Rent and the Escalation
Rent that is otherwise due and payable hereunder shall be reduced in the
proportion that the number of square feet of Rentable Area of the part of
the Premises that is not usable by Tenant for ordinary office purposes by
reason of such fire or other casualty bears to the total Rentable Area of
the Premises immediately prior to such fire or other casualty, for the
period commencing on the date of such fire or other casualty and ending on
the date that Landlord Substantially Completes the restoration described in
Section 15.2 hereof.

(B) If a fire or other casualty occurs in the Premises after the
Commencement Date and prior to the Rent Commencement Date, then the
aggregate abatement of Fixed Rent and the Escalation Rent to which Tenant
is entitled as contemplated by Section 15.3(A) hereof (from and after the
Rent Commencement Date) shall be an amount equal to the aggregate abatement
of Fixed Rent and the Escalation Rent to which Tenant would have been
entitled under Section 15.3(A) hereof if the Rent Commencement Date had
occurred immediately prior to such fire or other casualty.

15.4. Landlord's Termination Right.

If the Building is so damaged by fire or other casualty that, in Landlord's
opinion, substantial alteration, demolition, or reconstruction of the
Building is required (regardless of whether the Premises have been damaged
or rendered untenantable), then Landlord may terminate this Lease by giving
Tenant notice thereof on or prior to the ninetieth (90th) day after such
fire or other casualty; provided, however, that if the Premises are not
substantially damaged or rendered substantially untenantable by such fire
or other casualty, then Landlord may not so terminate this Lease unless
Landlord elects to terminate leases (including this Lease) affecting at
least seventy-five percent (75%) of the leasable area of the Building
(excluding any portion of the Building that is (x) leased to or occupied by
Landlord or Landlord's Affiliates, or (y) used for retail purposes). If
Landlord elects to terminate this Lease as aforesaid, then (I) the Term
shall expire on a date set by Landlord that is not sooner than (i) the
tenth (10th) day after the date that Landlord gives such notice (if all or
substantially all of the Premises is rendered untenantable by such fire or
other casualty), and (ii) the ninetieth (90th) day after the date that
Landlord gives such notice (if less than all or substantially all of the
Premises is rendered untenantable by such fire or other casualty), and (II)
Tenant, on such date set by Landlord, shall vacate the Premises and
surrender the Premises to Landlord in accordance with the terms of this
Lease that govern Tenant's obligations upon the expiration or earlier
termination of the Term. Upon the termination of this Lease under this
Section 15.4, the Rental shall be apportioned and any prepaid portion of
the Rental for any period after the date that the abatement of Rental as
described in Section 15.3 hereof becomes effective shall be refunded
promptly by Landlord to Tenant (and Landlord's obligation to make such
refund shall survive the Expiration Date).

15.5. Tenant's Termination Right.

(A) Landlord, within forty-five (45) days after the earlier to occur of (x)
the date that Tenant gives Landlord notice of the occurrence of a fire or
other casualty as contemplated by Section 15.1 hereof, and (y) the date
that Landlord otherwise has actual notice of such fire or other casualty,
shall give to Tenant a statement prepared by a reputable and independent
contractor setting forth such contractor's estimate in good faith as to the
time required for Landlord to Substantially Complete the restoration
described in Section 15.2 hereof (such statement that Landlord gives to
Tenant being referred to herein as the "Casualty Statement"). If the
estimated time period exceeds twelve (12) months from the date of the
applicable fire or other casualty, then Tenant may elect to terminate this
Lease by giving notice to Landlord not later than the thirtieth (30th) day
after the date that Landlord gives the Casualty Statement to Tenant.

(B) Subject to the terms of this Section 15.5(B), if (i) a fire or other
casualty occurs, and, by reason thereof, Landlord has an obligation to
perform a restoration as contemplated by Section 15.2 hereof, (ii) Tenant
does not exercise Tenant's right to terminate this Lease under Section
15.5(A) hereof in connection with such fire or other casualty (or Tenant
does not have the right to terminate this Lease under Section 15.5(A)
hereof in connection with such fire or other casualty), (iii) Landlord
fails to Substantially Complete the performance of the restoration work
that Landlord is required to perform on or prior to the later to occur of
(I) twelve (12) months after the date of the applicable fire or other
casualty, and (II) the date that is forty- five (45) days after the last
day of the estimated time period set forth in the Casualty Statement (the
later of the dates described in clause (I) and clause (II) above being
referred to herein as the "Second Bite Date"), (iv) Tenant gives Landlord
notice to the effect that Tenant reserves its right to terminate this Lease
under this Section 15.5(B) in connection with such fire or other casualty
(with the understanding that any such notice given by Tenant to Landlord
prior to the Second Bite Date shall be ineffective for purposes hereof)
(such notice given by Tenant to Landlord being referred to herein as the
"Second Bite Warning Notice"), and (v) Landlord fails to Substantially
Complete the restoration within forty-five (45) days after the date that
Tenant gives the Second Bite Warning Notice to Landlord, then Tenant shall
have the right to terminate this Lease by giving notice thereof (the
"Second Bite Termination Notice") to Landlord not later than the tenth
(10th) day after the last day of such period of forty-five (45) days.
Tenant shall not have such right to terminate this Lease if Landlord
Substantially Completes the restoration prior to the date that Tenant gives
the Second Bite Termination Notice to Landlord.

(C) If Tenant makes any such election to terminate this Lease pursuant to
this Section 15.5, then (I) the Term shall expire on the thirtieth (30th)
day after notice of such election is given by Tenant, and Tenant shall
vacate the Premises and surrender the Premises to Landlord on such date in
accordance with the terms of this Lease that govern Tenant's obligations
upon the expiration or earlier termination of the Term, (II) any Rental due
hereunder shall be apportioned as of the date of such termination, and
(III) any portion of the Rental that is then prepaid by Tenant and relates
to the period after the date that the abatement of Rental as described in
Section 15.3 hereof becomes effective shall be promptly refunded by
Landlord to Tenant (with the understanding that Landlord's obligation to
make any such refund shall survive such termination of this Lease).

15.6. Termination Rights at End of Term.

If the Premises are substantially damaged by a fire or other casualty that
occurs during the period of one (1) year immediately preceding the Fixed
Expiration Date, then either Landlord or Tenant may elect to terminate this
Lease by notice given to the other party within thirty (30) days after such
fire or other casualty occurs. If either party makes such election, then
the Term shall expire on the thirtieth (30th) day after the notice of such
election is given, and, accordingly, Tenant, on or prior to such thirtieth
(30th) day, shall vacate the Premises and surrender the Premises to
Landlord in accordance with the provisions of that govern Tenant's
obligation to deliver vacant and exclusive possession of the Premises to
Landlord upon the expiration of the Term. Upon the termination of this
Lease under this Section 15.6, the Rental shall be apportioned and any
prepaid portion of the Rental for any period after the Expiration Date
shall be refunded promptly by Landlord to Tenant (and Landlord's obligation
to make such refund shall survive the Expiration Date). For purposes of
this Section 15.6, the term "substantially damaged" shall mean that: (a) a
fire or other casualty precludes Tenant from using more than fifty percent
(50%) of the Premises for the conduct of its business in substantially the
same manner that Tenant conducted its business therein prior to such fire
or other casualty, and (b) Tenant's inability to so use the Premises (or
the applicable portion thereof) is reasonably expected to continue until at
least the earlier to occur of (i) the Fixed Expiration Date, and (ii) the
one hundred twentieth (120th) day after the date that such fire or other
casualty occurs.

15.7. No Other Termination Rights.

Tenant shall have no right to cancel this Lease by virtue of a fire or
other casualty except to the extent specifically set forth herein. This
Article 15 is intended to constitute an "express agreement to the contrary"
for purposes of Section 227 of the New York Real Property Law.

Article 16 CONDEMNATION

16.1. Effect of Condemnation.

(A) Subject to the provisions of Section 16.2 hereof, if the entire Real
Property, the entire Building or the entire Premises is condemned or
otherwise acquired by the exercise of the power of eminent domain, then
this Lease shall terminate as of the date that such condemnation or
acquisition is consummated.

(B) If only a part of the Real Property and not the entire Premises is so
acquired or condemned, then:

(1) except as hereinafter provided in this Section 16.1, this Lease shall
remain effective, and, from and after the date that the condemnation or
acquisition is consummated, (w) the Fixed Rent shall be reduced in the
proportion that the number of square feet of Rentable Area of the part of
the Premises so acquired or condemned bears to the total Rentable Area of
the Premises immediately prior to such acquisition or condemnation, (x)
Tenant's Tax Share shall be redetermined based upon the proportion that the
number of square feet of Rentable Area of the Premises that is remaining
after such acquisition or condemnation bears to the number of square feet
of Rentable Area of the Building that is remaining after such acquisition
or condemnation, and (y) Tenant's Operating Expense Share shall be
redetermined based upon the proportion that the number of -square feet of
Rentable Area of the Premises remaining after such acquisition or
condemnation bears to the number of square feet of Rentable Area of the
Building remaining after such acquisition or condemnation (other than any
retail portion of the Building);

(2) on or prior to the sixtieth (60th) day after the date that the
condemnation or acquisition is consummated, Landlord shall have the right
to terminate this Lease by giving notice to Tenant; provided, however, that
if the Premises are unaffected by such acquisition or condemnation, then
Landlord shall only have the right to so terminate this Lease if Landlord
terminates leases (including this Lease) for at least seventy-five percent
(75%) of the leasable area of the Building (excluding any portion of the
Building that is (i) leased to or occupied by Landlord or Landlord's
Affiliates, or (ii) used for retail purposes); and

(3) if (a) the part of the Real Property so acquired or condemned contains
more than fifteen percent (15%) of the total area of the Premises
immediately prior to such acquisition or condemnation, or (b) by reason of
such acquisition or condemnation, Tenant no longer has reasonable means of
access to the Premises or Tenant is unable to conduct its business in the
Premises in substantially the same manner that Tenant conducted its
business in the Premises prior to such acquisition or condemnation, then
Tenant may elect to terminate this Lease by giving notice to Landlord on or
prior to the sixtieth (60th) day after the date that Tenant is given notice
of such acquisition or condemnation being consummated.

The Term shall expire on the thirtieth (30th) day after the date that
Landlord or Tenant give any such notice to terminate this Lease.


(C) Upon the termination of this Lease and the Term pursuant to the
provisions of this Section 16.1, the Rental shall be apportioned and any
prepaid portion of the Rental for any period after such date shall be
refunded promptly by Landlord to Tenant (and Landlord's obligation to make
such refund shall survive the Expiration Date).

(D) If a part of the Premises is so acquired or condemned and this Lease
and the Term is not terminated pursuant to the foregoing provisions of this
Section 16.1, then Landlord, at Landlord's expense, shall restore the part
of the Premises that is not so acquired or condemned to a self-contained
rental unit inclusive of Alterations that Tenant has therefore
Substantially Completed, except that if such acquisition or condemnation
occurs prior to the Substantial Completion of the Initial Alterations, then
Landlord shall only be required to restore the part of the Premises not so
acquired or condemned to a self-contained rental unit exclusive of any
Alterations.

16.2.

Condemnation Award.

Subject to Section 16.3 hereof, Landlord shall be entitled to receive the
entire award for any such acquisition or condemnation of all or any part of
the Real Property. Tenant shall have no claim against Landlord or the
condemning authority for the value of any unexpired portion of the Term,
and, accordingly, Tenant hereby expressly assigns to Landlord all of its
right in and to any such award. Nothing contained in this Section 16.2
shall be deemed to prevent Tenant from making a separate claim in any
condemnation proceedings for the then value of any Tenant's Property
included in such taking, for any moving expenses or for the costs incurred
by Tenant in performing the Initial Alterations (prior to Tenant's
Substantial Completion thereof) in the portion of the Premises that is not
so condemned or acquired.

16.3.

Temporary Taking.

If the whole or any part of the Premises is acquired or condemned
temporarily during the Term, then (a) Tenant shall give prompt notice
thereof to Landlord, (b) the Term shall not be reduced or affected in any
way, (c) the Rental payable by Tenant hereunder shall abate during the
condemnation period, and (d) Tenant shall not be entitled to receive any
award or payments for such use (and Tenant, therefore, shall cooperate
reasonably with Landlord in facilitating Landlord's recovery of such
award). Landlord, at Landlord's expense, shall make alterations to restore
the Premises to the condition existing prior to any such temporary
acquisition or condemnation.

Article 17 ASSIGNMENT AND SUBLETTING

17.1. General Limitations.

(A) Subject to the terms of this Article 17, without the prior consent of
Landlord in each instance, Tenant shall not, and Tenant shall not permit
any other Permitted Party to, consummate a Transfer. The term "Transfer"
shall mean:


(1) (a) an assignment of a Permitted Party's rights under, or a delegation
of such Permitted Party's duties under, the applicable Occupancy Agreement
by express assignment or by operation of law or by other means, (b) a
mortgage or other encumbrance of such Permitted Party's interest in the
applicable Occupancy Agreement, in whole or in part, (c) a subletting, or
further subletting, of the Premises or any part thereof, or (d) the
occupancy of the Premises or any part thereof by any Person other than such
Permitted Party; and

(2) any transaction that modifies or supplements (or further modifies or
supplements) an Occupancy Agreement to decrease the rental that is payable
thereunder, to change the premises that is demised thereby, or to change
the term thereof, in either case in any material respect (it being
understood that such modification or supplement shall be treated for
purposes hereof as a transaction on the terms of such Occupancy Agreement,
as so modified or supplemented, for the balance of the term thereof).

(B) The term "Occupancy Agreement" shall mean the lease, sublease, license
or other agreement pursuant to which a Permitted Party has the right to
occupy the Premises (or the applicable portion thereof).

(C) The term "Permitted Party" shall mean Tenant and any other Person that
has the right to occupy the Premises (or any part thereof) in accordance
with the terms of this Article 17 (other than a Person that has the right
to occupy the Premises (or the applicable part thereof) by virtue of
Landlord's exercising Landlord's rights under Section 17.3 hereof).

(D) Subject to Section 17.8 hereof, the transfer of Control in a Permitted
Party, however accomplished, whether in a single transaction or in a series
of unrelated or related transactions, shall constitute an assignment of
such Permitted Party's interest in the applicable Occupancy Agreement for
purposes of this Article 17.

(E) The consent by Landlord to any Transfer shall not relieve Tenant from
its obligation to obtain the prior consent of Landlord to any other
Transfer to the extent required by this Lease.

(F) The assignment by any Person that constitutes Tenant of the tenant's
interest under this Lease shall not relieve such Person of the obligations
of the tenant under this Lease. Such Person's liability under this Lease
shall continue notwithstanding (x) the subsequent release of any other
Person that constitutes Tenant from liability under this Lease, (y) any
limitation on any such other Person's liability hereunder by virtue of the
Bankruptcy Code, or (z) any modification or amendment of this Lease that
Landlord consummates with any such other Person that constitutes Tenant
subsequently; provided, however, that if such other Person is not an
Affiliate of such Person, then any such modification or amendment shall not
expand such Person's liability hereunder.

(G) Notwithstanding anything to the contrary contained herein, Tenant shall
not, and Tenant shall not permit any other Permitted Party to, (i) enter
into any lease, sublease, license, concession or other agreement for use or
occupancy of the Premises or any portion thereof which provides for a
rental or other payment for such use or occupancy based in whole or in part
on the net income or profits derived by any Person from the property
leased, occupied or used, or which would require the payment of any
consideration that would not qualify as "rents from real property," as that
term is defined in Section 856(d) of the Internal Revenue Code of 1986, as
amended, or (ii) permit the Premises, or any portion thereof, to be used or
occupied by or for the benefit of any Person that the Office of
Foreign Assets Control of the United States Department of the Treasury has
listed on its list of Specially Designated Nationals and Blocked Persons.

(H) If Tenant assigns the tenant's interest under this Lease in violation
of the terms of this Article 17, then such assignment shall be void and of
no force and effect against Landlord; provided, however, that Landlord (x)
may collect an amount equal to the then Rental from the assignee as a fee
for such assignee's use and occupancy, and (y) shall apply the net amount
collected to the Rental reserved in this Lease. If the Premises or any part
thereof are sublet to, occupied by, or used by any Person other than Tenant
(regardless of whether such subletting, occupancy or use violates this
Article 17), then Landlord (a) after the occurrence of an Event of Default,
may collect amounts from the subtenant, user or occupant as a fee for its
use and occupancy, and (b) shall apply the net amount collected to the
Rental reserved in this Lease. No such assignment, subletting, occupancy or
use, with or without Landlord's prior consent, nor any such collection or
application of fees for use and occupancy, shall (i) be deemed a waiver by
Landlord of any term, covenant or condition of this Lease, (ii) be deemed
the acceptance by Landlord of such assignee, subtenant, occupant or user as
tenant hereunder, or (iii) relieve Tenant of the obligations of the tenant
under this Lease.

17.2.

Landlord's Expenses.

Tenant shall reimburse Landlord for any reasonable costs that Landlord
incurs in connection with any proposed Transfer, including, without
limitation, a reasonable processing fee, reasonable attorneys' fees and
disbursements and the reasonable costs of making investigations as to the
acceptability of the proposed Transferee, within thirty (30) days after
Landlord gives to Tenant an invoice therefor.

17.3.

Recapture Procedure.

(A) Tenant shall have the right to institute the procedure described in
this Section 17.3 (the "Recapture Procedure") only by giving to Landlord
notice thereof (a "Transfer Notice"), which:

(1) refers expressly to this Section 17.3 and indicates that such notice
constitutes a Transfer Notice,

(2) sets forth a description of the Premises (or the portion thereof) that
is involved in the proposed Transfer (the Premises, or the portion thereof,
that is involved in the proposed Transfer being referred to herein as the
"Recapture Space"),

(3) sets forth the material terms under which Tenant intends to consummate
the Transfer (including, for example, (a) the rental to be paid by a
subtenant, (b) the consideration to be paid by or to an assignee, (c) the
work allowance to which a subtenant is entitled, (d) the term of a proposed
sublease, and ( e) the nature and cost of any work that Tenant intends to
perform to prepare the Recapture Space for occupancy by the subtenant or
assignee), and

(4) sets forth the date on which Tenant proposes to consummate the proposed
Transfer (such date being referred to herein as the "Transfer Date") (it
being understood that, subject to the terms of this Section 17.3, the
Transfer Date shall be no sooner than sixty (60) days, and no later than
three hundred sixty-five (365) days, after the date that Tenant gives the
Transfer Notice to Landlord) (the material terms of a proposed Transfer as
set forth in the Transfer Notice being referred to herein as the "Proposed
Transfer Terms").

Tenant shall not be required to identify, in the Transfer Notice, the
Person to which Tenant intends to make the Transfer (the Person to which a
Transfer is made being referred to herein as a "Transferee"). If (i) Tenant
has theretofore received a bona fide written offer that then remains
effective from a prospective Transferee, (ii) the terms of such bona fide
written offer are at least as favorable to the Transferor as the Proposed
Transfer Terms, and (iii) Tenant gives to Landlord a copy of such written
offer, then Tenant shall have the right to give to Landlord a notice
pursuant to which Tenant accelerates the Transfer Date to a date that
occurs no earlier than the first to occur of (I) the sixtieth (60th) day
after the date that Tenant gives the Transfer Notice to Landlord, and (II)
the thirtieth (30th) day after the date that Tenant gives to Landlord a
copy of such written offer and such notice (it being understood that Tenant
shall have the right to give such notice to Landlord either simultaneously
with the Transfer Notice or at any time thereafter until the sixtieth
(60th) day after the date that Tenant gives the Transfer Notice to
Landlord).

(B) The term "Transfer Expenses" shall mean the sum of the actual out-of
pocket expenses that the Permitted Party that makes the applicable Transfer
(the "Transferor") pays solely in consummating a Transfer, including,
without limitation, (i) brokerage commissions, (ii) allowances that the
Transferor makes available to the Transferee to fund the cost of
Alterations that the Transferee makes to the Premises (or the applicable
portion thereof that is involved in the Transfer), (iii) costs that the
Transferor pays in making Alterations to prepare the Premises (or the
applicable portion thereof that is involved in the Transfer) solely for the
Transferee's initial occupancy, (iv) the amount payable to Landlord under
Section 17.2 hereof for such Transfer, (v) reasonable attorneys' fees and
disbursements that the Transferor pays in connection with consummating such
Transfer, and (vi) the transfer taxes (and other similar charges and fees)
that Tenant pays pursuant to Section 17.6 hereof.

(C) The term "Amortized Transfer Expenses" shall mean, with respect to any
period, the amount of the Transfer Expenses that amortize during such
period if the Transfer Expenses are amortized, in equal monthly
installments, with interest calculated at the Base Rate, over the period
that the Transferee is obligated to make payments to the Transferor in
respect of the applicable Transfer.

(D) The term "Recapture Date" shall mean the sixtieth (60th) day after the
date that Tenant gives the Transfer Notice to Landlord; provided, however,
that if (i) Tenant has theretofore received a bona fide written offer that
then remains effective from a prospective Transferee, (ii) the terms of
such bona fide written offer are at least as favorable to the Transferor as
the Proposed Transfer Terms, (iii) Tenant gives to Landlord a copy of such
written offer (either simultaneously with the Transfer Notice or any time
thereafter until the sixtieth (60th) day after the date that Tenant gives
the Transfer Notice to Landlord), and (iv) Tenant notifies Landlord that
Tenant intends to accelerate the Recapture Date as provided in this Section
17.3(D), then the Recapture Date shall be the earlier to occur of (I) the
sixtieth (60th) day after the date that Tenant gives the Transfer Notice to
Landlord, and (II) the thirtieth (30th) day after the date that Tenant
gives to Landlord a copy of such written offer and such notice.

(E)

(1) If (x) Tenant gives a Transfer Notice to Landlord, and (y) the Transfer
described in the Transfer Notice constitutes a sublease for the Recapture
Space with respect to which the term thereof expires on or prior to the
date that is twelve (12) months before the Fixed Expiration Date (any
sublease that expires before such date being referred to herein as a
"Short-term Sublease"), then Landlord shall have the right to sublease (or
to cause the Recapture Subtenant to sublease) the Recapture Space from
Tenant, on the terms set forth in this Section 17.3(E), by giving notice
thereof (the "Recapture Sublease Notice") to Tenant not later than the
Recapture Date (as to which date time shall be of the essence) (any such
sublease of the Recapture Space that Landlord elects to consummate under
this Section 17.3(E) being referred to herein as a "Recapture Sublease").

(2) If Landlord gives a Recapture Sublease Notice to Tenant, then Tenant
shall, and Landlord shall (or Landlord shall cause the Recapture Subtenant
to), consummate a Recapture Sublease for the Recapture Space on the
following terms:

(a) Landlord shall give to Tenant, within ten (10) days after the date that
Landlord gives to Tenant the Recapture Sublease Notice, a proposed sublease
that conforms with the terms set forth in this Section 17.3(E) and is
otherwise on the terms set forth in this Lease. Tenant shall execute and
deliver such sublease promptly after Landlord's submission thereof to
Tenant. Landlord shall execute and deliver (or cause the Recapture
Subtenant to execute and deliver) such sublease promptly after Tenant
delivers to Landlord the counterpart thereof that is executed by Tenant.

(b) Landlord shall have the right to designate that the subtenant under the
Recapture Sublease is a Person other than Landlord (the Person that
constitutes the subtenant under a Recapture Sublease being referred to
herein as the "Recapture Subtenant").

(c) The rental payable by the Recapture Subtenant to Tenant for any
particular calendar month during the term of the Recapture Sublease shall
be an amount equal to the lesser of:

(i) the excess of (I) the rental (including, without limitation,
supplemental charges) that would have been payable by the Transferee for
such calendar month as contemplated by the Proposed Transfer Terms, over
(II) the Amortized Transfer Expenses for such month that would have
resulted from the Proposed Transfer Terms; and

(ii) the Rental (including, without limitation, the Electricity Additional
Rent and other charges) that is due under this Lease for such calendar
month for the Recapture Space.

(d) The term of the Recapture Sublease shall commence on the Transfer Date
and shall extend for the term set forth in the Transfer Notice as part of
the Proposed Transfer Terms (with the understanding that the Recapture
Subtenant shall have the right to extend the term of the Recapture Sublease
fora term that corresponds, or for terms that correspond, to any renewal
right or renewal rights that are set forth in the Transfer Notice as part
of the Proposed Transfer Terms).

(e) If during the term of the Recapture Sublease (or during the period that
the Recapture Subtenant, or any Person claiming by, through or under the
Recapture Subtenant, remains in occupancy of the Recapture Space after the
term of the Recapture Sublease expires or earlier terminates), an event or
circumstance occurs that is attributable to the Recapture Subtenant (or a
Person claiming by, through or under the Recapture Subtenant), then such
event or circumstance shall not constitute a default by Tenant hereunder
(and Tenant shall have no obligation to indemnify Landlord with respect
thereto).

(f) Tenant shall have the right to offset against the Rental due hereunder
an amount equal to the rental and other charges that the Recapture
Subtenant fails to pay when due to Tenant.

(g) The Recapture Subtenant (and any Person claiming by, through or under
the Recapture Subtenant), during the term of the Recapture Sublease, shall
have the right to make alterations to the Recapture Space; provided,
however, that the Recapture Sublease shall obligate the Recapture Subtenant
to restore the Recapture Space upon the expiration of the term of the
Recapture Sublease.

(h) If the Recapture Space does not constitute the entire Premises, then
Tenant, at Tenant's expense, shall cause the Recapture Space to be demised
separately from the remainder of the Premises on or prior to the Transfer
Date.

(i) The Recapture Subtenant shall have the right to further sublease the
Recapture Space, or assign the Recapture Subtenant's rights as subtenant
under the Recapture Sublease, to any third party, without Tenant having any
rights to consent thereto or to receive additional payments from
the Recapture Subtenant in connection therewith.

CD The Recapture Subtenant shall not have the right to receive from the
Transferor any free rent, tenant improvement allowance or other similar
concession from the Transferor that constitutes part of the Proposed
Transfer Terms.

(F)

(1) If (x) Tenant gives a Transfer Notice to Landlord, and (y) the Transfer
described in the Transfer Notice does not constitute a Short- Tenn
Sublease, then Landlord shall have the right to terminate this Lease with
respect to the Recapture Space, on the terms set forth in this Section
17.3(F), by giving notice thereof (the "Recapture Termination Notice") to
Tenant not later than the Recapture Date (any such termination of this
Lease with respect to the Recapture Space being referred to herein as a
"Recapture Termination").

(2) If (x) Landlord gives to Tenant a Recapture Termination Notice, and (y)
the Recapture Space constitutes the entire Premises, then the Tenn shall
terminate on the Transfer Date. If the Tenn so terminates on the Transfer
Date, then Tenant, on the Transfer Date, shall vacate the Premises and
deliver exclusive possession thereof to Landlord in accordance with the
terms of this Lease that govern Tenant's obligations upon the expiration or
earlier termination of the Term.

(3) If (x) Landlord gives to Tenant a Recapture Termination Notice, and (y)
the Recapture Space does not constitute the entire Premises, then:

(a) Tenant, at Tenant's expense, shall demise the Recapture Space
separately from the remainder of the Premises on or prior to the Transfer
Date,

(b) effective as of the Transfer Date, Tenant's Operating Expense Share
shall be redetermined based on the ratio that (I) the number of square feet
of Rentable Area of the Premises that remains after excluding therefrom the
Recapture Space, bears to (II) the number of square feet of Rentable Area
of the Building (other than any retail portion thereof),

(c) effective as of the Transfer Date, Tenant's Tax Share shall be
redetermined based on the ratio that (I) the number of square feet of
Rentable Area of the Premises that remains after excluding therefrom the
Recapture Space, bears to (II) the number of square feet of Rentable Area
of the Building (including, without limitation, the retail portion
thereof),

(d) the Fixed Rent as set forth in Article 2 hereof at any particular time
from and after the Transfer Date shall be reduced by an amount equal to the
Fixed Rent that would have been due under this Lease for such calendar
month for the applicable portion of the Premises that constitutes the
Recapture Space, and

(e) Tenant, on the Transfer Date, shall vacate the Recapture Space and
deliver exclusive possession thereof to Landlord in accordance with the
terms of this Lease that govern Tenant's obligations upon the expiration or
earlier termination of the Tenn.

(4) If (x) Landlord elects to consummate a Recapture Termination, and (y)
the Transfer described in the applicable Transfer Notice constitutes a
sublease or sublicense, then Tenant shall pay to Landlord, as additional
rent, on the first day of each calendar month during the period from the
Transfer Date to the date that the term of such sublease or sublicense
would have expired under the Proposed Transfer Terms, an amount equal to
the excess (if any) of:

(a) the Rental (including, without limitation, the Electricity Additional
Rent and other charges) that would have otherwise been due under this Lease
for such calendar month for the Premises (or the applicable portion
thereof) that constitutes the Recapture Space, over

(b) the excess of (I) the rental (including, without limitation,
supplemental charges) that would have been payable by the Transferee for
such calendar month as contemplated by the Proposed Transfer Terms, over
(II) the Amortized Transfer Expenses for such month that would have
resulted from the Proposed Transfer Terms.

Tenant's obligation to pay such amount to Landlord shall survive the
termination of this Lease (or the termination of this Lease only with
respect to the Recapture Space, as the case may be).

(5) If (x) Landlord elects to consummate a Recapture Termination, and (y)
the Transfer described in the applicable Transfer Notice constitutes an
assignment of Tenant's interest under this Lease, then Tenant shall pay to
Landlord the following amounts:

(a) the present value of the consideration (if any) that would have been
payable by Tenant to the Transferee under the Proposed Transfer Terms
(calculated as of the Transfer Date using a discount rate equal to the Base
Rate), and

(b) the excess, if any, of (I) the present value of the Transfer Expenses
that Tenant would have incurred under the Proposed Transfer Terms, over
(II) the present value of the consideration (if any) that would have been
payable by the Transferee to Tenant under the Proposed Transfer Terms (in
either case calculated as of the Transfer Date using a discount rate equal
to the Base Rate).

Tenant shall pay the amounts described in clauses (a) and (b) above on the
Transfer Date. Tenant's obligation to pay such amounts to Landlord shall
survive the termination of this Lease (or the termination of this Lease
only with respect to the Recapture Space, as the case may be).

17.4.

Certain Transfer Rights.

Landlord shall not unreasonably withhold, condition or delay Landlord's
consent to a Permitted Party's consummating a Transfer, provided that:

(A) Tenant has theretofore instituted the Recapture Procedure for such
Transfer; provided, however, that Tenant shall not be required to have
instituted the Recapture Procedure for a Transfer that is proposed to be
consummated by a Permitted Party other than Tenant;

(B) Landlord's right to elect to consummate a Recapture Sublease or a
Recapture Termination (as the case may be) with respect to the proposed
Transfer has lapsed (without Landlord's having exercised Landlord's rights
to consummate a Recapture Sublease or a Recapture Termination (as the case
may be)); provided, however, that this Section 17.4(B) shall not apply for
a Transfer that is proposed to be consummated by a Permitted Party other
than Tenant;

(C) the Transfer is on terms that are at least as favorable to the
Transferor as the Proposed Transfer Terms in all material respects;
provided, however, that this Section 17.4(C) shall not apply for a Transfer
that is proposed to be consummated by a Permitted Party other than Tenant;

(D) the Transfer occurs no earlier than the one hundred twentieth (120th)
day before the Transfer Date and no later than the one hundred twentieth
(120th) day after the Transfer Date; provided, however, that this Section
17.4(D) shall not apply for a Transfer that is proposed to be consummated
by a Permitted Party other than Tenant;

(E) Tenant submits to Landlord a counterpart of the documents that the
Transferor intends to use to consummate the proposed Transfer, which have
been executed and delivered by the proposed Transferor and the proposed
Transferee, and which are subject to no conditions to the effectiveness
thereof (other than Landlord's granting Landlord's consent thereto);

(F) the Premises (or the applicable portion thereof) has not been publicly
advertised at a rental rate that is less than the prevailing rental rate
set by Landlord for comparable space in the Building for a comparable term,
or, if there is no comparable space for a comparable term, the prevailing
rental rate reasonably determined by Landlord (it being understood that the
mere listing of the Premises (or the applicable portion thereof) with a
brokerage firm (without the proposed rental included therein) shall not
violate the provisions of this clause (F));

(G) no Event of Default has occurred and is continuing;

(H) the proposed Transferee has a financial standing (taking into
consideration the obligations of the Transferee under the applicable
Occupancy Agreement) that is reasonably satisfactory to Landlord;

(I) the proposed Transferee is of a character, is engaged in a business,
and proposes to use the Premises (or the applicable portion thereof) in a
manner that in each case is in keeping with the standards of a first-class
office building in the vicinity of the Building;

(J) if Landlord then has comparable space in the Building available for
leasing, or Landlord reasonably expects to have comparable space in the
Building available for leasing during the immediately succeeding period of
six (6) months, neither the proposed Transferee, nor any Affiliate of the
proposed Transferee, occupies any space in the Building (it being
understood, however, that this clause (J) shall only apply in respect of
Transfers that occur during the period of four (4) years commencing on the
date hereof or that occur during the period of two (2) years before the
Fixed Expiration Date);

(K) neither the proposed Transferee, nor an Affiliate of the proposed
Transferee, is a Person with whom Landlord is then engaged in bona fide
negotiations regarding the leasing or subleasing of space in the Building
for which a written proposal has been submitted to Landlord;

(L) if the Transfer constitutes a sublease (or a further sublease), then
the term thereof shall be for no less than three (3) years (unless such
term commences less than three (3) years before the Fixed Expiration Date);

(M) if the Transfer constitutes a sublease (or a further sublease) of a
portion of the Premises, then such portion of the Premises shall consist of
at least three thousand five hundred (3,500) contiguous square feet of
Rentable Area;

(N) the Transferor and each other Permitted Party (if any) whose interest
is superior to the interest of the Transferor, and the Transferee, executes
and delivers to Landlord a consent to the Transfer in a form reasonably
designated by Landlord (which does not further restrict the Transferee's
right to further assign or sublease beyond the limitations that are
otherwise set forth in this Article 17);

(0) if the Transfer constitutes an assignment of the tenant's interest
under this Lease, the assignee has expressly assumed all of the obligations
of Tenant hereunder to the extent accruing from and after the date that the
Transfer is effective; and

(P) if the Transfer constitutes a sublease (or a further sublease), such
sublease provides expressly that (i) such sublease is subject and
 subordinate to the Lease (and to the terms thereof), and (ii) if this
Lease terminates, then Landlord, at Landlord's option, may take over all of
the right, title and interest of the Transferor under such sublease, and
the Transferee, at Landlord's option, shall attorn to Landlord pursuant to
the then executory provisions of such sublease, except that Landlord shall
not be:

(1)

(2) the Transferor,

liable for any act or omission of the Transferor under such sublease,
subject to any defense or offsets which the Transferee may have against

(3) bound by any previous payment that the Transferee made to the
Transferor more than thirty (30) days in advance of the date that such
payment was due,

(4) bound by any obligation to make any payment to or on behalf of the
Transferee,

(5) bound by any obligation to perform any work or to make improvements to
the Premises, or the applicable portion thereof demised by such sublease,

(6) bound by any amendment or modification of such sublease made without
Landlord's consent (which consent Landlord shall not withhold unreasonably
to the extent provided in this Article 17), or

(7) bound to return the Transferee's security deposit, if any, until such
deposit has come into Landlord's actual possession and the Transferee is
entitled to such security deposit pursuant to the terms of such sublease
(the requirements of a proposed sublease as set forth in this Section
l7.4(P) being collectively referred to herein as the "Basic Sublease
Provisions").

17.5. Deemed Approval.

If (x) Tenant requests Land10rdts approval of a proposed Transfer as
provided in Section 17.4 hereof, and (y) Landlord fails to respond to
Tenant's request within twenty (20) Business Days after the date that
Tenant gives Landlord notice thereof, then Landlord shall be deemed to have
approved Tenant's aforesaid request for purposes of Section 17.5 hereof,
provided that subsequent to such deemed approval the Transferor and each
other Permitted Party (if any) whose interest is superior to the interest
of the Transferor, and the Transferee, executes and delivers to Landlord a
consent to the Transfer in a form reasonably designated by Landlord as
provided in Section 17.4(N) hereof.

17.6. Transfer Taxes.

Tenant shall pay any transfer taxes (and other similar charges and fees)
that any Governmental Authority imposes in connection with any Transfer
(including, without limitation, any such transfer taxes, charges or fees
that a Governmental Authority imposes in connection with Landlord's
exercising Landlord's rights to consummate a Recapture Sublease, a
Recapture Assignment or a Recapture Termination (as the case may be).

17.7. Transfer Profit.

(A) Subject to the terms of this Section 17.7 and Section 17.8 hereof,
Tenant shall pay seventy-five percent (75%) of Transfer Profit to Landlord
as additional rent. Tenant shall make payments to Landlord on account of
Transfer Profit, in arrears, on the first (1 st) day of each calendar month
during the Term in the same manner as Fixed Rent.

(B)

(1) The term "Transfer Profit" shall mean, with respect to any particular
Transfer for any particular calendar month, the excess (if any) of (x) the
Transfer Inflow for such Transfer for such calendar month, over (y) the sum
of (I) the Transfer Outflow for such Transfer for such calendar month, and
(II) the Amortized Transfer Expenses for such Transfer for such calendar
month.

(2) The term "Transfer Inflow" shall mean, with respect to any particular
Transfer for any particular calendar month, the amount that the Transferor
receives during such calendar month from or on behalf of the Transferee in
connection with the applicable Transfer.

(3)

The term "Transfer Outflow" shall mean:

(a) with respect to any Transfer that is a sublease (or a further
sublease), the aggregate amount that the Transferor pays during the
applicable calendar month for the Premises (or the applicable portion
thereof that is involved in the Transfer) to the counterparty under the
Occupancy Agreement through which the Transferor derives its rights to the
Premises (or the applicable portion thereof that is involved in the
Transfer), and

(b) with respect to any Transfer that is an assignment of the tenant's
interest under this Lease or the subtenant's interest under a sublease (or
further sublease), the Transfer Outflow therefor shall be zero.

(C) If the Transferor (or an Affiliate thereof) receives consideration from
the Transferee (or an Affiliate thereof) in a transaction that occurs
concurrently with the applicable Transfer, then the Transfer Inflow shall
include (in addition to the consideration that the Transferor receives for
the Transfer) an amount equal to the excess of (I) such other
consideration, over (II) the cost that the Transferor (or such Affiliate
thereof) incurs in acquiring any personal property that the Transferor (or
such Affiliate thereof) transferred to the Transferee (or an Affiliate
thereof) in such concurrent transaction (to the extent that such cost has
not theretofore been amortized in accordance with generally accepted
accounting principles).

17.8. Permitted Transfers.

(A) A Permitted Party shall have the right to assign such Permitted Party's
entire interest under the applicable Occupancy Agreement to an Affiliate of
such Permitted Party without (x) Landlord's prior approval, (y) Landlord's
having the right to consummate a Recapture Termination or a Recapture
Assignment in respect thereof, and (z) Tenant's being required to pay
Transfer Profit to Landlord in connection therewith, provided that in each
case (i) Tenant gives to Landlord, not later than the tenth (10th) Business
Day after any such assignment is

consummated, an instrument, duly executed by such Permitted Party and the
aforesaid Affiliate of such Permitted Party, in form reasonably
satisfactory to Landlord, to the effect that such Affiliate assumes all of
the obligations of such Permitted Party under such Occupancy
Agreement to the extent arising from and after the date of such assignment,
and (ii) Tenant, with such notice, provides Landlord with reasonable
evidence to the effect that the Person to which such Permitted Party is so
assigning such Permitted Party's interest under such Occupancy Agreement
constitutes an Affiliate of such Permitted Party.

(B) The merger or consolidation of a Permitted Party into or with another
Person shall be permitted without (x) Landlord's prior approval, (y)
Landlord's having the right to consummate a Recapture Termination or a
Recapture Assignment in respect thereof, and (z) Tenant's being required to
pay Transfer Profit to Landlord in connection therewith, provided that in
each case (i) such merger or consolidation is not principally for the
purpose of transferring such Permitted Party's interest in the applicable
Occupancy Agreement, (ii) Tenant gives Landlord notice of such merger or
consolidation not later than the tenth (10th) Business Day after the
occurrence thereof, and (iii) Tenant, within ten (10) Business Days after
such merger or consolidation, provides Landlord with reasonable evidence
that the requirement described in clause (i) above has been satisfied.

(C) The assignment of a Permitted Party's entire interest under the
applicable Occupancy Agreement in connection with the sale of all or
substantially all of the assets of such Permitted Party shall be permitted
without (x) Landlord's prior approval, (y) Landlord's having the right to
consummate a Recapture Termination or a Recapture Assignment in respect
thereof, and (z) Tenant's being required to pay Transfer Profit to Landlord
in connection therewith, provided that in each case (i) Tenant gives to
Landlord, not later than the tenth (10th) Business Day after any such
assignment is consummated, an instrument, duly executed by such Permitted
Party and the Transferee, in form reasonably satisfactory to Landlord, to
the effect that such Transferee assumes all of the obligations of such
Permitted Party to the extent arising under the applicable Occupancy
Agreement from and after the date of such assignment, (ii) such sale of all
or substantially all of the assets of such Permitted Party is not
principally for the purpose of transferring such Permitted Party's interest
in such Occupancy Agreement, and (iii) Tenant, within ten (10) Business
Days after such sale, provides Landlord with reasonable evidence that the
requirement described in clause (ii) above has been satisfied.

(D) The direct or indirect transfer of shares or equity interests in a
Permitted Party (including, without limitation, the issuance of treasury
stock, or the creation or issuance of a new class of stock, in either case
in the context of an initial public offering or in the context of a
subsequent offering of equity securities) shall be permitted without (x)
Landlord's prior approval, (y) Landlord's having the right to consummate a
Recapture Termination or a Recapture Assignment in respect thereof, and (z)
Tenant's being required to pay Transfer Profit to Landlord in connection
therewith, provided that in each case (i) such transfer is not principally
for the purpose of transferring the interest of such Permitted Party under
the applicable Occupancy Agreement, (ii) Tenant gives Landlord notice of
such transfer not later than the tenth (10th) Business Day after the
occurrence thereof, and (iii) Tenant, within ten (10) Business Days after
the date that such transfer occurs, provides Landlord with reasonable
evidence that the requirement described in clause (i) has been satisfied
(except that Tenant shall not be required to comply with this clause (iii)
to the extent that such direct or indirect transfer of shares or equity
interests is accomplished through the public "over-the-counter" securities
market or through any recognized stock exchange).

(E) A Permitted Party shall have the right to sublease or license (or
further sublease or sublicense) the Premises, or any portion thereof, to an
Affiliate of such Permitted Party, without (x) Landlord's prior approval,
(y) Landlord's having the right to consummate a Recapture Termination or a
Recapture Sublease in respect thereof, and (z) Tenant's being required
to pay Transfer Profit to Landlord in connection therewith, provided that
in each case (i) Tenant gives to Landlord a copy of such sublease or
license, not later than the tenth (10th) Business Day after any such
sublease or license is consummated, (ii) Tenant, with such copy of such
sublease or license, provides Landlord with reasonable evidence to the
effect that the Person to which such Permitted Party is so subleasing or
licensing the Premises or a portion thereof constitutes an Affiliate of
such Permitted Party, and (iii) such sublease includes the Basic
SubleaseProvisions.

17.9.

Special Occupants.

A Permitted Party may permit portions of the Premises to be occupied, at
any time and from time to time, by Persons who are not members, officers or
employees of such Permitted Party (each such Person who is permitted to
occupy portions of the Premises pursuant to this Section 17.9 being
referred to herein as a "Special Occupant"), without (x) Landlord's prior
approval, (y) Landlord's having the right to consummate a Recapture
Termination or a Recapture Sublease in respect thereof, and (z) Tenant's
being required to pay Transfer Profit to Landlord in connection therewith,
provided that, in each case, (i) no demising walls are erected in the
Premises separating the space used by a Special Occupant from the remainder
of the Premises, (ii) the Special Occupant uses the Premises in conformity
with all applicable provisions of this Lease, (iii) the use of any portion
of the Premises by any Special Occupant shall not create any right, title
or interest of the Special Occupant in or to the Premises, (iv) the portion
of the Premises used by all Special Occupants shall not exceed fifteen
percent (15%) of the Rentable Area of the Premises, (v) such Person
maintains a business relationship with the applicable Permitted Party
(other than by virtue of such occupancy) and such business relationship
extends during the term of such occupancy, (vi) the Special Occupant does
not pay for its occupancy rights an amount greater than the Rental that is
reasonably allocable to the portion of the Premises that the Special
Occupant has the right to occupy, and (vii) at least ten (10) days prior to
a Special Occupant taking occupancy of a portion of the Premises, Tenant
gives notice to Landlord advising Landlord of(1) the name and address of
such Special Occupant, (2) the character and nature of the business to be
conducted by such Special Occupant, (3) the number of square feet of
Rentable Area to be occupied by such Special Occupant, (4) the duration of
such occupancy, and (5) the rent, if any, to be paid by such Special
Occupant for its use of the applicable portion of the Premises. Within ten
(10) Business Days after request by Landlord from time to time, Tenant
shall provide Landlord with a list of the names of all Special Occupants
then occupying any portion of the Premises and a description of the spaces
occupied thereby.

17.10. Recognition Agreements.

(A) The term "Applicable Terms" shall mean all of the terms and conditions
set forth in this Lease, except that:

(1) the annual Fixed Rent payable by the applicable subtenant at any time
from and after the Recognition Effective Date shall be an amount equal to
the greater of (A) the rental that would have been payable by the
applicable subtenant under the Major Sublease at such time if the
applicable Major Sublease remained in effect, and (B) the Rental that would
have otherwise become due under this Lease;

(2) the term of the applicable subtenant's direct tenancy shall be extended
to expire on the date that the term of this Lease would have expired had
this Lease not terminated;

(3) if, on the Recognition Effective Date, the tangible net worth of the
applicable subtenant or the applicable Major Sublease Guarantor, determined
in accordance with generally accepted accounting principles, is less than
five (5) times the Rental that is reasonably expected to be payable by the
subtenant in connection with such direct tenancy for a period of one (1)
year, then, on the Recognition Effective Date, the applicable subtenant
shall deposit with Landlord an amount equal to the Cash Security Deposit
that Tenant would have been otherwise required to have deposited with
Landlord pursuant to Article 22 hereof (if this Lease had remained in
effect) as security for such subtenant's obligations to Landlord in respect
of such direct tenancy;

(4) the applicable subtenant shall not have the right to such direct
tenancy (and accordingly, the applicable subtenant, at Landlord's option,
shall have no right to remain in occupancy of the applicable portion of the
Premises from and after the Recognition Effective Date) if (v) this Lease
is terminated by reason of an Event of Default that derives from the
applicable subtenant's default under the applicable Major Sublease, (w) on
the day immediately preceding the Recognition Effective Date, the
applicable Major Sublease would not satisfy the requirements for a Major
Sublease as set forth in the definition thereof, (x) on the day immediately
preceding the Recognition Effective Date, the applicable subtenant does not
occupy at least seventy-five percent (75%) of the Rentable Area that is
demised by the Major Sublease for the conduct of business, or (y) the
applicable subtenant is the Person, or an Affiliate of the Person, that
constituted Tenant immediately prior to the Recognition Effective Date;

(5) Landlord shall not have any obligation to consummate Recognition
Agreements with further subtenants of any such subtenant;

(6) the Applicable Terms shall not include any rights that Tenant did not
grant to the subtenant under the applicable Major Sublease; and

(7) Landlord shall not be:

(a) Recognition Effective Date;

liable for any act or omission of such subtenant's lessor prior to the

(b) subject to any credits, defenses or offsets which the applicable
subtenant may have against any prior lessor;

(c) bound by any payment of rental which the applicable subtenant may have
made to any prior lessor more than thirty (30) days in advance of the month
in which such payment was due; or

(d) bound by any of the provisions of the applicable Major Sublease.

(B) The term "Maior Sublease" shall mean a sublease, between Tenant, as
sublessor, and a third party, as sublessee, which:

(1) this Article 17,

Tenant enters into as the Transferor in accordance with the provisions of
demises to the sublessee not less than the entire Premises, and

(2) (3)

expires no earlier than the day immediately preceding the Fixed Expiration

Date.

(C) The term "Malor Sublease Guarantor" shall mean a Person that executes
and delivers a Recognition Agreement or another agreement to guaranty (on
terms that are reasonably acceptable to Landlord) the performance of the
obligations of the subtenant under a Major Sublease on the Applicable Terms
if such subtenant becomes the direct tenant of Landlord.

(D) The term "Recognition Effective Date" shall mean the date that Landlord
becomes the direct lessor of the applicable subtenant under a Major
Sublease as contemplated by a Recognition Agreement.

(E) If Tenant enters into a Major Sublease, then, subject to the terms of
this Section 17.10, Landlord, promptly after Tenant's request, shall
execute and deliver to the applicable subtenant under such Major Sublease,
and Tenant shall cause the subtenant under the applicable Major Sublease to
execute and deliver to Landlord, an agreement (a "Recognition Agreement"),
in form and substance reasonably satisfactory to Landlord, to the effect
that if this Lease terminates during the term of the applicable Major
Sublease for any reason other than by reason of the occurrence of a fire or
other casualty, or a condemnation, or Tenant's exercising Tenant's right to
terminate this Lease in accordance with the express terms hereof, then (i)
Landlord will not evict such subtenant, disturb such subtenant's possession
or terminate or disturb such subtenant's occupancy of the space that the
applicable Major Sublease demises, and will recognize such subtenant as the
direct tenant of Landlord on the Applicable Terms from and after the
Recognition Effective Date, and (ii) such subtenant will recognize Landlord
as such subtenant's direct landlord on the Applicable Terms from and after
the Recognition Effective Date. Tenant shall not have the right to request
a Recognition Agreement as contemplated by this Section 17.10 (w) if the
subtenant under the applicable Major Sublease is Tenant or an Affiliate of
Tenant, (x) if an Event of Default has occurred and is then continuing, or
(y) if the financial condition of the applicable subtenant is not
reasonably satisfactory to Landlord (it being understood that if the
tangible net worth of such subtenant or any applicable Major Sublease
Guarantor, determined in accordance with generally accepted accounting
principles, is equal to or greater than fifteen (15) times the annual
Rental that would be reasonably expected to be payable by the applicable
subtenant to Landlord pursuant to the Applicable Terms, then such
subtenant's financial condition shall be deemed to be reasonably
satisfactory to Landlord).

(F) Tenant shall submit to Landlord, with each request for a Recognition
Agreement, financial information regarding the subtenant for whose benefit
such agreement is requested, including, without limitation, documentation
of such subtenant's net worth, determined in accordance with generally
accepted accounting principles.

(G) Tenant shall reimburse Landlord for the reasonable out-of-pocket costs
incurred by Landlord in consummating a Recognition Agreement within thirty
(30) days after Landlord's request therefor. Landlord shall include with
any such request reasonable supporting documentation for the charges
described therein.

Article 18 DEFAULT

18.1. Events of Default.

The term "Event of Default" shall mean the occurrence of any of the
following events:

(A) Tenant fails to pay any installment of Fixed Rent when due and such
failure continues for four (4) Business Days after the date that Landlord
gives notice of such failure to Tenant; provided, however, that if (x)
Tenant fails to pay any installment of Fixed Rent when due, and (y) Tenant
has theretofore failed to pay more than two (2) installments of Fixed Rent
when due during the immediately preceding period of twelve (12) months,
then Tenant's failure to pay such installment of Fixed Rent shall
constitute an Event of Default (without

Landlord's being required to first give Tenant notice of such failure and
an opportunity to cure such failure, as aforesaid);

(B) Tenant fails to pay any installment of Rental (other than Fixed Rent)
when due and such failure continues for four (4) Business Days after the
date that Landlord gives notice of such failure to Tenant;

(C) a Permitted Party's interest under the applicable Occupancy Agreement
devolves upon or passes to any other Person, whether by operation of law or
otherwise, except as expressly permitted under Article 17 hereof;

(D) Tenant defaults in respect of Tenant's obligations under Section 4.10
hereof, and such default continues for more than three (3) Business Days
after Landlord gives Tenant notice thereof;

(E) Tenant defaults in respect of Tenant's obligations under Section
7.5(A)(2) hereof, and such default continues for more than five (5)
Business Days after Landlord gives Tenant notice thereof;

(F) if Tenant deposits the Letter of Credit with Landlord in accordance
with the terms of Section 22.2 hereof, Landlord presents the Letter of
Credit for payment in accordance with the terms hereof and the issuer
thereof fails to make payment thereon in accordance with the terms thereof;

(G) Tenant fails to deposit with Landlord any portion of the Cash Security
Deposit that Landlord applies after the occurrence of an Event of Default
as provided in Section 22.3 hereof or provide Landlord with a replacement
Letter of Credit after Landlord presents the Letter of Credit for payment
to apply the proceeds thereof after the occurrence of an Event of Default
as provided in Section 22.3 hereof in either case within five (5) Business
Days after the date that Landlord gives Tenant notice demanding that Tenant
make such deposit or provide such replacement; or

(H) Tenant defaults in the observance or performance of any other covenant
of this Lease on Tenant's part to be observed or performed and Tenant fails
to remedy such default within twenty (20) days after Landlord gives Tenant
notice thereof, except that if (i) such default cannot be remedied with
reasonable diligence during such period of twenty (20) days, (ii) Tenant
takes reasonable steps during such period of twenty (20) days to commence
Tenant's remedying of such default, and (iii) Tenant prosecutes diligently
Tenant's remedying of such default to completion, then an Event of Default
shall not occur by reason of such default.

18.2. Termination.

If (1) an Event of Default occurs, and (2) Landlord, at any time
thereafter, at Landlord's option, gives a notice to Tenant stating that
this Lease and the Term shall expire and terminate on the third (3rd)
Business Day after the date that Landlord gives Tenant such notice, then
this Lease and the Term and all rights of Tenant under this Lease shall
expire and terminate as of the third (3rd) Business Day after the date that
Landlord gives Tenant such notice, and Tenant immediately shall quit and
surrender the Premises, but Tenant shall nonetheless remain liable for all
of its obligations hereunder, as provided in Article 20 hereof and Article
21 hereof.

Article 19 TENANT'S INSOLVENCY

19.1. Assignments pursuant to the Bankruptcy Code.

(A) The term "Bankruptcy Code" shall mean 11 U.S.C. Section 101 et seq., or
any statute of similar nature and purpose.

(B) If Tenant proposes to assign the tenant's interest hereunder pursuant
to the provisions of the Bankruptcy Code to any Person that has made a bona
fide offer to accept an assignment of the tenant's interest under this
Lease on terms acceptable to Tenant, then Tenant shall give to Landlord
notice of such proposed assignment no later than twenty (20) days after the
date that Tenant receives such offer, but in any event no later than ten
(10) days before the date that Tenant makes application to a court of
competent jurisdiction for authority and approval to consummate such
assignment. Such notice given by Tenant to Landlord shall (a) set forth the
name and address of such Person that has made such bona fide offer, (b) set
forth all of the terms and conditions of such bona fide offer, and (c)
confirm that such Person will provide to Landlord adequate assurance of
future performance that conforms with the terms of Section 19.1 (C) hereof.
Landlord shall have the right to accept an assignment of this Lease upon
the same terms and conditions and for the same consideration, if any, as
the bona fide offer made by such Person (less any brokerage commissions
that would otherwise be payable by Tenant out of the consideration to be
paid by such Person in connection with such assignment of the tenant's
interest under this Lease), by giving notice thereof to Tenant at any time
prior to the effective date of such proposed assignment.

(C) A Person that submits a bona fide offer to take by assignment the
tenant's interest under this Lease as described in Section 19.1(B) hereof
shall be deemed to have provided Landlord with adequate assurance of future
performance only if such Person (a) deposits with Landlord simultaneously
with such assignee's taking by assignment the tenant's interest under this
Lease an amount equal to the then annual Fixed Rent, as security for the
faithful performance and observance by such assignee of the tenant's
obligations of this Lease (and such Person gives to Landlord, at least five
(5) days prior to the date that the proposed assignment becomes effective,
information reasonably satisfactory to Landlord that indicates that such
Person has the ability to post such deposit), (b) gives to Landlord, at
least five (5) days prior to the date that the proposed assignment becomes
effective, such Person's financial statements, audited by a certified
public accountant in accordance with generally accepted accounting
principles, consistently applied, for the three (3) fiscal years that
immediately precede such assignment, that indicate that such Person has a
tangible net worth of at least ten (10) times the then annual Fixed Rent
for each of such three (3) years, and ( c) gives to Landlord, at least five
(5) days prior to the date that the proposed assignment becomes effective,
such other information or takes such action that in either case Landlord,
in its reasonable judgment, determines is necessary to provide adequate
assurance of the performance by such assignee of the obligations of the
tenant under this Lease; provided, however, that in no event shall such
adequate assurance of future performance be less favorable to Landlord than
the assurance contemplated by Section 365(b)(3) of the Bankruptcy Code
(notwithstanding that this Lease may be construed as a lease of real
property in a shopping center).

(D) If Tenant's interest under this Lease is assigned to any Person
pursuant to the provisions of the Bankruptcy Code, then any such assignee
shall (x) be deemed without further act or deed to have assumed all the
obligations of the tenant arising under this Lease from and after the date
of such assignment, and (y) execute and deliver to Landlord upon demand an
instrument confirming such assumption.

(E) Nothing contained in this Article 19 limits Landlord's rights against
Tenant under Article 17 hereof.

19.2.

Replacement Lease.

If (i) Tenant is not the Person that constituted Tenant initially, and (ii)
either (I) this Lease is disaffinned or rejected pursuant to the Bankruptcy
Code, or (II) this Lease terminates by reason of occurrence of an
Insolvency Event, then, subject to the terms of this Section 19.2, the
Persons that constituted Tenant hereunder previously, including, without
limitation, the Person that constituted Tenant initially (each such Person
that previously constituted Tenant hereunder (but does not then constitute
Tenant hereunder), and with respect to which Landlord exercises Landlord's
rights under this Section 19.2, being referred to herein as a "Predecessor
Tenant") shall (1) pay to Landlord the aggregate Rental that is then due
and owing by Tenant to Landlord under this Lease to and including the date
of such disaffinnance, rejection or termination, and (2) enter into a new
lease, between Landlord, as landlord, and the Predecessor Tenant, as
tenant, for the Premises, and for a term commencing on the effective date
of such disaffinnance, rejection or termination and ending on the Fixed
Expiration Date, at the same Fixed Rent and upon the then executory terms
that are contained in this Lease, except that (a) the Predecessor Tenant's
rights under the new lease shall be subject to the possessory rights of
Tenant under this Lease and the possessory rights of any Person claiming
by, through or under Tenant 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 the Predecessor Tenant with reasonable diligence.
Landlord shall have the right to require the Predecessor Tenant to execute
and deliver such new lease on the terms set forth in this Section 19.2 only
by giving notice thereof to Tenant within thirty (30) days after Landlord
receives notice of any such disaffinnance or rejection (or, if this Lease
terminates by reason of Landlord making an election to do so, then Landlord
may exercise such right only by giving such notice to Tenant within thirty
(30) days after this Lease so terminates). If the Predecessor Tenant
defaults in its obligation to enter into said new lease for a period often
(10) days following Landlord's request therefor, then, in addition to all
other rights and remedies by reason of such default, either at law or in
equity, Landlord shall have the same rights and remedies against such
Predecessor Tenant as if such Predecessor Tenant had entered into such new
lease and such new lease had thereafter been terminated as of
the commencement date thereof by reason of such Predecessor Tenant's
default thereunder.

19.3.

Insolvency Events.

This Lease shall terminate automatically upon the occurrence of any of the
following events:

(A) a Tenant Obligor commences or institutes any case, proceeding or other
action (a) seeking relief on its behalf as debtor, or to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with
respect to it or its debts under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, or (b) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its property; or

(B)  a Tenant Obligor makes a general assignment for the benefit of
creditors;

or

(C) any case, proceeding or other action is commenced or instituted against
a Tenant Obligor (a) seeking to have an order for relief entered against it
as debtor or to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts
under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors, or
(b) seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its property, which
in either of such cases (i) results in any such entry of an order for
relief, adjudication of bankruptcy or insolvency or such an appointment or
the issuance or entry of any other order having a similar effect, and (ii)
remains undismissed for a period of sixty (60) days; or

(D) any case, proceeding or other action is commenced or instituted against
a Tenant Obligor seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its
property which results in the entry of an order for any such relief which
is not vacated, discharged, or stayed or bonded pending appeal within sixty
(60) days from the entry thereof; or

(E) a Tenant Obligor takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in
clauses (A), (B), (C), or (D) above; or

(F) a trustee, receiver or other custodian is appointed for any substantial
part of a Tenant Obligor's assets, and such appointment is not vacated or
stayed within fifteen (15) Business Days (the events described in this
Section 19.3 being collectively referred to herein as "Insolvency Events").

The term "Tenant Obligor" shall mean (a) Tenant, (b) any Person that
comprises Tenant (if Tenant is comprised of more than one (1) Person), (c)
any partner in Tenant (if Tenant is a general partnership), (d) any general
partner in Tenant (if Tenant is a limited partnership), (e) any Person that
has guarantied all or any part of the obligations of Tenant hereunder (if
such Person is an Affiliate of Tenant), and (f) any Person that (x)
preceded Tenant as the tenant hereunder, and (y) is an Affiliate of Tenant.
If this Lease terminates pursuant to this Section 19.3, then (1) Tenant
immediately shall quit and surrender the Premises, and (II) Tenant shall
nonetheless remain liable for all of its obligations hereunder, as provided
in Article 20- hereof and Article 21 hereof.

19.4. Effect of Stay.

Notwithstanding anything to the contrary contained herein, if (i)
Landlord's right to terminate this Lease after the occurrence of an Event
of Default, or the termination of this Lease upon the occurrence of an
Insolvency Event, is stayed by order of any court having jurisdiction over
an Insolvency Event, or by federal or state statute, (ii) the trustee
appointed in connection with an Insolvency Event, or Tenant or Tenant a
debtor-in-possession, fails to assume Tenant's obligations under this Lease
on or prior to the earliest to occur of (a) the last day of the period
prescribed therefor by law, (b) the one hundred twentieth (120th) day after
entry of the order for relief, or (c) a date that is otherwise designated
by the court, or (iii) said trustee, Tenant or

Tenant as debtor-in-possession fails to provide adequate protection of
Landlord's right, title and interest in and to the Premises or adequate
assurance of the complete and continuous future performance of Tenant's
obligations under this Lease as provided in Section 19.1(C) hereof, then
Landlord, to the extent permitted by law or by leave of the court having
jurisdiction over such proceeding, shall have the right, at its election,
to terminate this Lease on five (5) Business Days of advance notice to
Tenant, Tenant as debtor-in-possession or said trustee, and, upon the
expiration of said period of fi ve (5) Business Days, this Lease shall
cease and expire as aforesaid and Tenant, Tenant as debtor-in-possession or
said trustee shall immediately quit and surrender the Premises as
aforesaid.

19.5. Rental for Bankruptcy Purposes.

Notwithstanding anything contained in this Lease to the contrary, all
amounts payable by Tenant to or on behalf of Landlord under this Lease,
regardless of whether such amounts are expressly denominated as Rental,
shall constitute rent for the purposes of Section 502(b)( 6) of the
Bankruptcy Code, and Tenant's payment obligations with respect thereto
shall constitute obligations to be timely performed pursuant to Section
365(d) of the Bankruptcy Code.

Article 20 REMEDIES AND DAMAGES

20.1. Certain Remedies.

(A) If (x) an Event of Default occurs and this Lease and the Term expires
and comes to an end as provided in Article 18 hereof, or (y) this Lease
terminates as provided in Section 19.3 hereof, then:

(1) Tenant shall immediately quit and peacefully surrender the Premises to
Landlord, and Landlord and its agents may, without prejudice to any other
remedy which Landlord may have, (a) re-enter the Premises or any part
thereof, without notice, either by summary proceedings, or by any other
applicable action or proceeding, or by lawful force or otherwise (without
being liable to indictment, prosecution or damages therefor), (b) repossess
the Premises and dispossess Tenant and any other Persons from the Premises,
and ( c) remove any and all of their property and effects from the
Premises; and

(2) Landlord, at Landlord's option, may relet the whole or any portion or
portions of the Premises from time to time, either in the name of Landlord
or otherwise, to such tenant or tenants, for such term or terms ending
before, on or after the Fixed Expiration Date, at such rental or rentals
and upon such other conditions, which may include concessions and [Tee rent
periods, as Landlord, in its sole discretion, may determine.

(B) Landlord shall have no obligation to relet the Premises or any part
thereof and shall not be liable for refusal or failure to relet the
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. Any
such refusal or failure on Landlord's part shall not relieve Tenant of any
liability under this Lease or otherwise affect any such liability.
Landlord, at Landlord's option, may make such repairs, replacements,
alterations, additions, improvements, decorations and other physical
changes in and to the Premises as Landlord, in its sole discretion,
considers advisable or necessary in connection with any such reletting or
proposed reletting, without relieving Tenant of any liability under this
Lease or otherwise affecting any such liability.

(C) In the event of a breach or threatened breach by Tenant, or any Persons
claiming by, through or under Tenant, of any term, covenant or condition of
this Lease, Landlord shall have the right to (1) enjoin or restrain such
breach, (2) 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, and (3) seek any declaratory, injunctive or
other equitable relief, and specifically enforce this Lease. The right to
invoke the remedies hereinbefore set forth are cumulative and nonexclusive
and shall not preclude Landlord from invoking any other remedy allowed at
law or in equity.

20.2. No Redemption.

Tenant, on its own behalf and on behalf of all Persons claiming by, through
or under Tenant, including all creditors, does hereby waive any and all
rights which Tenant and all such Persons might have under any present or
future law to redeem the Premises, or to re-enter or repossess the
Premises, or to restore the operation of this Lease, after (a) Tenant has
been dispossessed by a judgment or by warrant of any court or judge, or (b)
any re-entry by Landlord, or (c) any expiration or termination of this
Lease and the Term, whether such dispossess, reentry, expiration or
termination is 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.

20.3.

Calculation of Damages.

(A) If this Lease terminates by reason of the occurrence of an Event of
Default or by reason of the occurrence of an Insolvency Event, then Tenant
shall pay to Landlord, on demand, and Landlord shall be entitled to
recover:

(1) all Rental payable under this Lease by Tenant to Landlord (x) to the
date that this Lease terminates, or (y) to the date of re-entry upon the
Premises by Landlord, as the case may be;

(2) the excess of (a) the Rental for the period which otherwise would have
constituted the unexpired portion of the Term, over (b) the net amount, if
any, of rents collected under any reletting effected pursuant to the
provisions of clause (2) of Section 20.1 (A) hereof for any part of such
period (such excess being referred to herein as a "Deficiency"), as damages
(it being understood that (x) such net amount described in clause (b) above
shall be calculated by deducting from the rents collected under any such
reletting all of Landlord's expenses in connection with the termination of
this Lease, Landlord's re-entry upon the Premises and such reletting,
including, but not limited to, all repossession costs, brokerage
commissions, legal expenses, attorneys' fees and disbursements, alteration
costs, contributions to work and other expenses of preparing the Premises
for such reletting, (y) 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, and (z) Landlord shall be entitled to recover
from Tenant each monthly Deficiency as it arises, and no suit to collect
the amount of the Deficiency for any month shall prejudice Landlord's right
to collect the Deficiency for any subsequent month by a similar
proceeding); and

(3) regardless of whether Landlord has collected any monthly Deficiency as
aforesaid, and in lieu of any further Deficiency, as and for liquidated and
agreed final damages, an amount equal to the excess of (a) the Rental for
the period which otherwise would have constituted the unexpired portion of
the Term (commencing on the date immediately succeeding the last date with
respect to which a Deficiency, if any, was collected), over (b) the then
fair and reasonable net effective rental value of the Premises for the same
period (which is calculated by deducting from the fair and reasonable
rental value of the Premises the expenses that Landlord would reasonably
expect to incur in reletting the Premises, including, but not limited to,
all repossession costs, brokerage commissions, legal expenses, attorneys'
fees and disbursements, alteration costs, contributions to work and other
expenses of preparing the Premises for such reletting), both discounted to
present value at the Base Rate. If, before presentation of proof of such
liquidated damages to any court, commission or tribunal, the Premises, or
any part thereof, have been relet by Landlord for the period which
otherwise would have constituted the unexpired portion of the Term, or any
part thereof, then the amount of rent reserved upon such reletting shall be
deemed, prima facie, to be the fair and reasonable rental value of the
Premises (or the applicable part thereof) so relet during the term of the
reletting.

(B) If the Premises, or any part thereof, are relet together with other
space in the Building, then 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 Section 20.3. Tenant acknowledges and
agrees that in no event shall it be entitled to any rents collected or
payable under any reletting, regardless of whether such rents exceed the
Rental reserved in this Lease.

(C) Nothing contained in this Article 20 shall be deemed to limit or
preclude the recovery by Landlord from Tenant of the maximum amount allowed
to be obtained as damages by any statute or rule of law, or of any sums or
damages to which Landlord may be entitled in addition to the damages set
forth in this Section 20.3.

Article 21
LANDLORD'S EXPENSES AND LATE CHARGES

21.1. Landlord's Costs After Event of Default.

Tenant shall pay to Landlord an amount equal to the reasonable costs that
Landlord incurs in instituting or prosecuting any legal proceeding against
Tenant (or any other Person claiming by, through or under Tenant) after the
occurrence of an Event of Default, together with interest thereon
calculated at the Applicable Rate from the date that Landlord incurs such
costs, within thirty (30) days after Landlord gives to Tenant an invoice
therefor (it being understood that Landlord shall have the right to collect
such amount from Tenant as additional rent to the extent that Landlord
incurs such costs during the Term and as damages to the extent that
Landlord incurs such costs after the Expiration Date).

21.2. Interest on Late Payments.

If Tenant fails to pay any item of Rental on or prior to the fourth (4th)
day after the date that such payment is due, then Tenant shall pay to
Landlord, in addition to such item of Rental, as a late charge and as
additional rent, an amount equal to interest at the Applicable Rate on the
amount unpaid, computed from the date such payment was due to and including
the date of payment. Nothing contained in this Section 21.2 limits
Landlord's rights and remedies, by operation of law or otherwise, after the
occurrence of an Event of Default.

Article 22 SECURITY

22.1.

Security Deposit.

Subject to the terms of this Article 22, Tenant, on the date hereof, shall
deposit with Landlord, as security for the performance of Tenant's
obligations under this Lease, an amount in cash equal to Five Hundred
Thousand Dollars and No Cents ($500,000.00) (the "Cash Security Deposit").
Landlord shall deposit the Cash Security Deposit in an interest-bearing
account at a bank designated from time to time by Landlord. Landlord shall
cause the interest earned on the Cash Security Deposit to be paid to Tenant
annually, except that Landlord shall be entitled to retain an annual
administrative fee in an amount equal to the lesser of (x) the interest
earned on the Cash Security Deposit, and (y) one percent (1 %) of the Cash
Security Deposit.

22.2. Letter of Credit.

Tenant, at any time during the Term, shall have the right to deliver to
Landlord a "clean," unconditional, irrevocable and transferable letter of
credit (the "Letter of Credit") that (i) is in the amount of the Cash
Security Deposit, (ii) is in a form that is reasonably satisfactory to
Landlord, (iii) is issued for a term of not less than one (1) year, (iv) is
issued for the account of Landlord, (v) automatically renews for periods of
not less than one (1) year unless the issuer thereof otherwise advises
Landlord on or prior to the thirtieth (30th) day before the applicable
expiration date, (vi) allows Landlord the right to draw thereon in part
from time to time or in full, and (vii) is issued by, and drawn on, a bank
that has a Standard & Poor's rating of at least "AA" (or, if Standard &
Poor's hereafter ceases the publication of ratings for banks, a rating of a
reputable rating agency as reasonably designated by Landlord that most
closely approximates a Standard & Poor's rating of "AA" as of the date
hereof) and that has an office in the city where the Building is located at
which Landlord can present the Letter of Credit for payment (the aforesaid
rating of the bank that issues the Letter of Credit being referred to
herein as the "Bank Rating"). If Tenant gives notice to Landlord at least
thirty (30) days before the date that Tenant delivers to Landlord the
Letter of Credit, then Landlord shall deliver to Tenant, simultaneously
with Tenant's delivery of the Letter of Credit to Landlord, the Cash
Security Deposit (or the portion thereof that then remains unapplied in
accordance with the terms of this Article 22). If Tenant does not give such
notice to Landlord, then Landlord shall deliver to Tenant the Cash Security
Deposit (or such portion thereof) on or prior to the thirtieth (30th) day
after Tenant gives the Letter of Credit to Landlord.

22.3. Landlord's Rights.

If an Event of Default occurs and is continuing, then Landlord may apply
the whole or any part of the Cash Security Deposit or present the Letter of
Credit for payment and apply the proceeds thereof, as the case may be, (i)
to the payment of any Rental that then remains unpaid, or (ii) to any
damages that Landlord incurs by reason of such Event of Default. If
Landlord so applies any part of the Cash Security Deposit or the proceeds
of the Letter of Credit, as the case may be, then Tenant, upon demand,
shall deposit with Landlord the cash amount so applied or provide Landlord
with a replacement Letter of Credit so that Landlord has the full amount of
the required security at all times during the Term. If (x) Tenant deposits
the Letter of Credit with Landlord as provided in Section 22.2 hereof, and
(y) at any time the Bank Rating of the issuer of the Letter of Credit is
less than "AA" (or, if Standard & Poor's hereafter ceases the publication
of ratings for banks, the Bank Rating of the issuer of the Letter of Credit
is less than a rating of a reputable rating agency as reasonably
designated by Landlord that most closely approximates a Standard & Poor's
rating of "AA" as of the date hereof), then Tenant shall deliver to
Landlord a replacement Letter of Credit, issued by a bank that has a Bank
Rating that satisfies the aforesaid requirement (and otherwise meets the
requirements set forth in Section 22.2 hereof) within fifteen (15) days
after the date that Landlord gives Tenant notice of such deficiency in such
issuer's rating. If Tenant fails to deliver to Landlord such replacement
Letter of Credit within such period of fifteen (15) days, then Landlord, in
addition to Landlord's other rights at law, in equity or as otherwise set
forth herein, shall have the right to present the Letter of Credit for
payment and retain the proceeds thereof as security in lieu of the Letter
of Credit (it being agreed that Landlord shall have the right to use, apply
and transfer such proceeds in the manner described in this Article 22).
Tenant shall reimburse Landlord for any reasonable costs that Landlord
incurs in so presenting the Letter of Credit for payment within thirty (30)
days after Landlord submit to Tenant an invoice therefore. Tenant shall not
assign or encumber or attempt to assign or encumber the Cash Security
Deposit. Nothing contained in this Section 22.3 limits Landlord's rights or
remedies in equity, at law, or as otherwise set forth herein.

22.4. Return of Security.

Landlord shall return to Tenant the Cash Security Deposit (or the unapplied
portion thereof, as the case may be) or the Letter of Credit (to the extent
not theretofore presented for payment in accordance with the terms hereof),
as the case may be, within thirty (30) days after Tenant performs all of
the obligations of Tenant hereunder upon the expiration or earlier
termination of the Term.

22.5. Transfer of Letter of Credit.

If Tenant gives the Letter of Credit to Landlord as contemplated by this
Article 22, then Tenant, at Tenant's expense, shall cause the issuer
thereof to amend the Letter of Credit to name a new beneficiary thereunder
in connection with Landlord's assignment of Landlord's rights under this
Lease to a Person that succeeds to Landlord's interest in the Real
Property, promptly after Landlord's request from time to time.

22.6. Renewal of Letter of Credit.

If (i) Tenant delivers the Letter of Credit to Landlord as contemplated by
this Article 22, and (ii) Tenant fails to provide Landlord with a
replacement Letter of Credit that complies with the requirements of this
Article 22 on or prior to the thirtieth (30th) day before the expiration
date of the Letter of Credit that is then expiring, then Landlord may
present the Letter of Credit for payment and retain the proceeds thereof as
security in lieu of the Letter of Credit (it being agreed that Landlord
shall have the right to use, apply and transfer such proceeds in the manner
described in this Article 22). Tenant shall reimburse Landlord for any
reasonable costs that Landlord incurs in so presenting the Letter of Credit
for payment within thirty (30) days after Landlord submit to Tenant an
invoice therefor. Landlord also shall have the right to so present the
Letter of Credit and so retain the proceeds thereof as security in lieu of
the Letter of Credit at any time from and after the thirtieth (30th) day
before the Expiration Date if the Letter of Credit expires earlier than the
ninetieth (90th) day after the Expiration Date.

22.7. Reduction in Security Amount.

(A) Subject to the terms of this Section 22.7, Tenant shall have the right
to reduce the amount of the Cash Security Deposit or the Letter of Credit,
as the case may be, to Four Hundred Thousand Dollars and No Cents
($400,000) as of the date that is two (2) years after the Rent Commencement
Date, and to further reduce the amount of the Cash Security Deposit or the
Letter of Credit, as the case may be, to Three Hundred Thousand Dollars and
No Cents ($300,000) as of the date that is four (4) years after the Rent
Commencement Date, and to further reduce the amount of the Cash Security
Deposit or the Letter of Credit, as the case may be, to Two Hundred
Thousand Dollars and No Cents ($200,000) as of the date that is six (6)
years after the Rent Commencement Date, and to further reduce the amount of
the Cash Security Deposit or the Letter of Credit, as the case may be, to
One Hundred Thousand Dollars and No Cents ($100,000) as of the date that is
eight (8) years after the Rent Commencement Date.

Tenant shall increase the amount of the Cash Security Deposit or the Letter
of Credit (as the case may be) to One Million Dollars ($1,000,000) if, at
any time during the Term, (x) Tenant's tangible net worth, as determined in
accordance with generally accepted accounting principles, is less than
Seven Million Dollars ($7,000,000), and (y) Tenant does not have on hand
cash and cash equivalents in the amount of at least Seven Million Dollars
($7,000,000) (with the understanding that if, at any time during the Term,
the events as described in clauses (x) and (y) above occur, then Tenant
shall not have any right thereafter to reduce the amount of the Cash
Security Deposit or the Letter of Credit (as the case may be) as otherwise
contemplated by this Section 22.6).

(B) Tenant shall have the right to request any such reduction only by
giving notice thereof to Landlord at any time from and after the tenth
(lOth) day before the date that Tenant is entitled to such reduction.
Tenant shall not be entitled to reduce the amount of the Cash Security
Deposit or the Letter of Credit, as the case may be, if (I) an Event of
Default has occurred and is continuing on the date that Tenant requests
such reduction or the date that Landlord consummates such reduction, or
(II) Landlord theretofore applied all or any portion of the security
deposited hereunder. If Tenant requests and is entitled to any such
reduction in accordance with the terms of this Section 22.7, then Landlord
shall release the appropriate amount from the Cash Security Deposit within
ten (10) days after the date that Tenant makes such request or permit
Tenant, at Tenant's expense, to amend or replace the Letter of Credit to
reflect such reduction, as the case may be.

Article 23 END OF TERM

23.1. End of Term.

On the Expiration Date, Tenant shall quit and surrender to Landlord the
Premises, vacant, broom-clean, in good order and condition, ordinary wear
and tear and damage for which Tenant is not responsible under the terms of
this Lease excepted, and otherwise in compliance with the provisions
hereof. Tenant expressly waives, for itself and for any Person claiming by,
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 that Landlord institutes
to enforce the provisions of this Article 23.

23.2. Holdover.

If vacant and exclusive possession of the Premises is not surrendered to
Landlord on the Expiration Date, then Tenant shall pay to Landlord on
account of use and occupancy of the Premises, for each month (or any
portion thereof) during which Tenant (or a Person claiming by, through or
under Tenant) holds over in the Premises after the Expiration Date, an
amount equal to the greater of (i) two (2) times the aggregate Rental that
was payable under this Lease during the last month of the Term, and (ii)
the then fair market rental value of the Premises. Landlord's right to
collect such amount from Tenant for use and occupancy shall be in addition
to any other rights or remedies that Landlord may have hereunder or at law
or in equity (including, without limitation, Landlord's right to recover
Landlord's damages from Tenant that derive from vacant and exclusive
possession of the Premises not being surrendered to Landlord on the
Expiration Date); provided, however, that Landlord shall not have the right
to pursue Tenant for such damages unless Tenant fails to deliver vacant and
exclusive possession of the Premises to Landlord within ninety (90) days
after the Expiration Date. Nothing contained in this Section 23.2 shall
permit Tenant to retain possession of the Premises after the Expiration
Date or limit in any manner Landlord's right to regain possession of the
Premises, through summary proceedings or otherwise. Landlord's acceptance
of any payments from Tenant after the Expiration Date shall be deemed to be
on account of the amount to be paid by Tenant in accordance with the
provisions of this Article 23.

Article 24 NO WAIVER

24.1. No Surrender.

(A) Landlord shall be deemed to have accepted a surrender of the Premises
only if Landlord executes and delivers to Tenant a written instrument
providing expressly therefor.

(B) No employee of Landlord or of Landlord's agents shall have any power to
accept the keys to the Premises prior to the Expiration Date. The delivery
of such keys to any employee of Landlord or of Landlord's agents shall not
operate as a termination of this Lease or a surrender of the Premises. If
Tenant at any time desires to have Landlord sublet the Premises on Tenant's
account, then Landlord or Landlord's agents are authorized to receive said
keys for such purpose without releasing Tenant from any of Tenant's
obligations under this Lease.

24.2.

No Waiver by Landlord.

(1) Landlord's failure to seek redress for violation of, or to insist upon
the strict performance of, any covenant or condition of this Lease, or any
of the Rules, shall not be deemed to be a waiver thereof. The receipt by
Landlord of Rental with knowledge of the breach of any covenant of this
Lease by Tenant shall not be deemed a waiver of such breach.

(2) No payment by Tenant or receipt by Landlord of a lesser amount than the
monthly Fixed Rent or other item of Rental herein stipulated shall be
deemed to be other than on account of the earliest stipulated Fixed Rent or
other item of Rental, or as Landlord may elect to apply such payment. No
endorsement or statement on any check or any letter accompanying any check
or payment as Fixed Rent or other item of Rental shall be deemed to be an
accord and satisfaction. Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such Fixed Rent or
other item of Rental or to pursue any other remedy provided in this Lease

or otherwise available to Landlord at law or in equity.

(B) Landlord's failure during the Term to prepare and deliver any invoices,
and Landlord's failure to make a demand for payment under any of the
provisions of this Lease, shall not in any way be deemed to be a waiver of,
or cause Landlord to forfeit or surrender, its rights to collect any item
of Rental which may have become due during the Term (except to the extent
otherwise expressly set forth herein). Tenant's liability for such amounts
 shall survive the expiration or earlier termination of this Lease.

(C) No provision of this Lease shall be deemed to have been waived by
Landlord, unless such waiver is in writing signed by Landlord.

24.3. No Waiver by Tenant.

Tenant's failure to seek redress for violation of, or to insist upon the
strict performance of, any covenant or condition of this Lease on
Landlord's part to be performed, shall not be deemed to be a waiver. The
payment by Tenant of any item of Rental or performance of any obligation of
Tenant hereunder with knowledge of any breach by Landlord of any covenant
of this Lease shall not be deemed a waiver of such breach, nor shall it
prejudice Tenant's right to pursue any remedy against Landlord in this
Lease provided or otherwise available to Tenant in law or in equity. No
provision of this Lease shall be deemed to have been waived by Tenant,
unless such waiver is in writing signed by Tenant.

Article 25 JURISDICTION

25.1.

Governing Law.

This Lease shall be construed and enforced in accordance with the laws of
the State of New York.

25.2.

Submission to Jurisdiction.

Tenant hereby (a) irrevocably consents and submits to the jurisdiction of
any federal, state, county or municipal court sitting in the State of New
York for purposes of any action or proceeding brought therein by Landlord
against Tenant concerning any matters relating to this Lease, (b)
irrevocably waives personal service of any summons and complaint and
consents to the service upon it of process in any such action or proceeding
in accordance with Article 26 hereof, (c) irrevocably waives all objections
as to venue and any and all rights it may have to seek a change of venue
with respect to any such action or proceedings, (d) agrees that the laws of
the State of New York shall govern in any such action or proceeding and
waives any defense to any action or proceeding granted by the laws of any
other country or jurisdiction unless such defense is also allowed by the
laws of the State of New York, and (e) agrees that any final unappealable
judgment rendered against it in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law. Tenant further agrees that
any action or proceeding by Tenant against Landlord concerning any matters
arising out of or in any way relating to this Lease shall be brought only
in the State of New York, County of New York.
25.3.

Waiver of Trial by Jury.

Landlord and Tenant hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on
any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy
of the Premises, or for the enforcement of any remedy under any statute,
emergency or otherwise. If Landlord commences any summary proceeding
against Tenant, then Tenant shall not interpose any counterclaim of
whatever nature or description in any such proceeding (unless such
counterclaim is mandatory), and shall not seek to consolidate such
proceeding with any other action which may have been or will be brought in
any other court by Tenant.

Article 26 NOTICES

26.1. Addresses: Manner of Delivery.

Except as otherwise expressly provided in this Lease, any bills,
statements, consents, notices, demands, requests or other communications
given or required to be given under this Lease shall (1) be in writing, (2)
be deemed sufficiently given if (a) delivered by hand (against a signed
receipt), (b) sent by registered or certified mail (return receipt
requested), or (c) sent by a nationally-recognized overnight courier, and
(3) be addressed in each case:

if to Tenant, at:

667 Madison Avenue
New York, New York 10021

with a copy to:

Goldfarb & Fleece
345 Park Avenue
New York, New York 10154

Attn.: Neal Weinstein, Esq.

if to Landlord, at:

c/o V Vornado Realty Trust 888 Seventh Avenue
New York, New York 10019

Attn.: David R. Greenbaum

with a copy to:

c/o Vornado Realty Trust 210 Route 4 East
Paramus, New Jersey 07652

Attn: Joseph Macnow - Chief Financial Officer and Executive Vice President
- - Finance and Administration

and with a copy to:

Proskauer Rose LLP 1585 Broadway
New York, New York 10036

Attn.: Lawrence J. Lipson, Esq.

or to such other address or addresses as Landlord or Tenant may designate
from time to time on at least ten (10) Business Days of advance notice
given to the other in accordance with the provisions of this Article 26.
Any such bill, statement, consent, notice, demand, request, or other
communication shall be deemed to have been given (x) on the date that it is
hand delivered, as aforesaid, or (y) three (3) Business Days after the date
that it is mailed, as aforesaid, or (z) on the first (1st) Business Day
after the date that it is sent by a nationally-recognized courier, as
aforesaid. Any such bills, statements, consents, notices, demands, requests
or other communications that the Person that is the property manager for
the Building gives to Tenant in accordance with the terms of this Article
26 shall be deemed to have been given by Landlord (except that Landlord, at
any time and from time to time, shall have the right to terminate or
suspend such property manager's right to give such bills, statements,
consents, notices, demands, requests or other communications to Tenant by
giving not less than five (5) days of advance notice thereof to Tenant).

Article 27 BROKERAGE

27.1. Broker.

Landlord and Tenant each represent to the other that it has not dealt with
any broker, finder or salesperson in connection with this Lease other than
Julien J. Studley Inc. (the "Broker"). Landlord shall pay the Broker a
commission pursuant to a separate agreement (it being understood that the
Broker shall not be a third-party beneficiary hereof).

Article 28 INDEMNITY

28.1. Tenant's Indemnification of the Landlord Indemnitees.

(A) Subject to the terms of this Section 28.1, Tenant shall indemnify the
Landlord Indemnitees, and hold the Landlord Indemnitees harmless, from and
against, all losses, damages, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) that are
incurred by a Landlord Indemnitee and that derive from a claim (a "Tenant
Liability Claim") made by (x) a Permitted Party (other than Tenant) against
such Landlord Indemnitee, or (y) a third party against such Landlord
Indemnitee arising from or alleged to arise from:

(1) an act or omission of any Tenant Indemnitee during the Term (including,
without limitation, claims that derive from a Permitted Party's conducting
such Permitted Party's business in the Premises or from a Permitted Party's
making, or proposing to make, a Transfer in accordance with the terms
hereof);

(2) an event or circumstance that occurs during the Term in the Premises or
in another portion of the Building with respect to which Tenant has
exclusive use pursuant to the terms hereof (subject, however, to Landlord's
rights of access under Article 9 hereof);

(3)

(4) a misrepresentation made by Tenant hereunder (including, without
limitation, a misrepresentation of Tenant under Section 27.1 hereof);

the breach of any covenant to be performed by Tenant hereunder;

(5) a Compliance Challenge (or Tenant's delaying Tenant's compliance with a
Requirement during the pendency of a Compliance Challenge); or

(6) Landlord's cooperating with Tenant as contemplated by Section 7.4(A)
hereof.

Tenant shall not be required to indemnify the Landlord Indemnitees, and
hold the Landlord Indemnitees harmless, in either case as aforesaid, to the
extent that it is finally determined that the negligence or wilful
misconduct of a Landlord Indemnitee contributed to the loss or damage
sustained by the Person making the Tenant Liability Claim. Nothing
contained in this Section 28.1 limits the provisions of Section 30.17
hereof.

(B) The term "Landlord Indemnitees" shall mean, collectively, Landlord,
each Lessor, each Mortgagee and their respective partners, members,
managers, shareholders, officers, directors, employees, trustees and
agents.

(C) The term "Tenant Indemnitees" shall mean each Permitted Party and their
respective partners, members, managers, shareholders, officers, directors,
employees, trustees and agents.

(D) The parties intend that the Landlord Indemnitees (other than Landlord)
shall be third-party beneficiaries of this Section 28.1.

28.2.

Landlord's Indemnification of the Tenant Indemnitees.

(A) Subject to the terms of this Section 28.2, Landlord shall indemnify the
Tenant Indemnitees, and hold the Tenant Indemnitees harmless, from and
against, all losses, damages, liabilities, costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses) that are
incurred by a Tenant Indemnitee and that derive from a claim (a "Landlord
Liability Claim") made by a third party against such Tenant Indemnitee
arising from or alleged to arise from:

(1) the breach of any covenant to be performed by Landlord hereunder;

(2) a misrepresentation made by Landlord hereunder (including, without
limitation, a misrepresentation of Landlord under Section 27.1 hereof);

(3) Landlord's failure to pay the Broker a commission or other compensation
in connection herewith; or

(4) any event or circumstance that occurs during the Term in the Building
or in the vicinity of the Building (other than the Premises) as a result of
the act or omission of any Landlord Indemnitee.

Landlord shall not be required to indemnify the Tenant Indemnitees, and
hold the Tenant Indemnitees harmless, in either case as aforesaid, to the
extent that it is finally determined that the negligence or wilful
misconduct of a Tenant Indemnitee contributed to the loss or damage
sustained by the Person making the Landlord Liability Claim.

(B) The parties intend that the Tenant Indemnitees (other than Tenant)
shall constitute third-party beneficiaries of this Section 28.2.

28.3. Indemnification Procedure.

(A) If at any time a Landlord Liability Claim is made or threatened against
a Tenant Indemnitee, or a Tenant Liability Claim is made or threatened
against a Landlord Indemnitee, then the Person entitled to indemnity under
this Article 28 (the "Indemnitee") shall give to the other party (the
"Indemnitor") notice of such Landlord Liability Claim or such Tenant
Liability Claim, as the case may be (the "Claim"); provided, however, that
the Indemnitee's failure to provide such notice shall not impair the
Indemnitee's rights to indemnity as provided in this Article 28 except to
the extent that the Indemnitor is prejudiced materially thereby. Such
notice shall state the basis for the Claim and the amount thereof (to the
extent such amount is determinable at the time that such notice is given).

(B) The Indemnitor shall have the right to defend against the Claim using
attorneys that the Indemnitor reasonably selects (it being understood that
the attorneys designated by the Indemnitor's insurer shall be deemed
approved by the Indemnitee for purposes hereof). The Indemnitor's failure
to notify the Indemnitee of the Indemnitor's election to defend against the
Claim within thirty (30) days after the Indemnitee gives such notice to the
Indemnitor shall be deemed a waiver by the Indemnitor of its aforesaid
right to defend against the Claim.

(C) Subject to the terms of this Section 28.3(C), if the Indemnitor elects
to defend against the Claim pursuant to Section 28.3(B) hereof, then the
Indemnitee may participate, at the Indemnitee's expense, in defending
against the Claim. The Indemnitor shall have the right to control the
defense against the Claim (and, accordingly, the Indemnitee shall cause its
counsel to act accordingly). If there exists a conflict between the
interests of the Indemnitor and the interests of the Indemnitee, then the
Indemnitor shall pay the reasonable fees and disbursements of any counsel
that the Indemnitee retains in so participating in the defense against the
Claim.

(D) If the Claim is a Tenant Liability Claim, then Landlord shall cooperate
reasonably with Tenant in connection therewith. If the Claim is a Landlord
Liability Claim, then Tenant shall cooperate reasonably with Landlord in
connection therewith.

(E) The Indemnitor shall not consent to the entry of any judgment or award
regarding the Claim, or enter into any settlement regarding the Claim,
except in either case with the prior approval of the Indemnitee (any such
entry of any judgment or award regarding a Claim to which the Indemnitor
consents, or any such settlement regarding a claim to which the
Indemnitor agrees, being referred to herein as a "Settlement"). The
Indemnitee shall not unreasonably withhold, condition or delay the
Indemnitee's approval of a proposed Settlement, provided that (x) the
Indemnitor pays, in cash, to the Person making the Claim, or (y) a bonafide
creditworthy third-party insurance company agrees to pay to the Person
making the Claim (either concurrently or over time), the entire amount of
the Settlement contemporaneously with the Indemnitee's approval thereof (so
that neither the Indemnitor nor the Indemnitee have any material
obligations regarding the applicable Claim that remain executory from and
after the consummation of the Settlement). If (x) the terms of the
Settlement do not provide for the Indemnitor's making payment, in cash, to
the Person making the Claim, the entire amount of the Settlement
contemporaneously with the Indemnitee's approval thereof, and (y) the
Indemnitee does not approve the proposed Settlement, then the Indemnitor's
aggregate liability under this Article 28 for the Claim (including, without
limitation, the costs incurred by the Indemnitor for legal costs and other
costs of defense) shall not exceed an amount equal to the sum of (i) the
aggregate legal costs and defense costs that the Indemnitor incurred to the
date that the Indemnitor proposes such Settlement, (ii) the amount that the
Indemnitor would have otherwise paid to the Person making the applicable
Claim under the terms of the proposed Settlement, and (iii) the aggregate
legal costs and defense costs that the Indemnitor would have reasonably
expected to incur in consummating the proposed Settlement.

(F) If the Indemnitor does not elect to defend against the Claim as
contemplated by this Section 28.3, then the Indemnitee may defend against,
or settle, such claim, action or proceeding in any manner that the
Indemnitee deems appropriate, and the Indemnitor shall be liable for the
Claim to the extent provided in this Article 28.

Article 29
LANDLORD'S CONSENTS; ARBITRATION

29.1.

Certain Limitations.

(A) Subject to the terms of Section 29.2 hereof, Tenant hereby waives any
claim against Landlord for Landlord's unreasonably withholding,
unreasonably conditioning or unreasonably delaying any consent or approval
requested by Tenant in cases where Landlord expressly agreed herein not to
unreasonably withhold, unreasonably condition or unreasonably delay such
consent or approval. If there is a determination that such consent or
approval has been unreasonably withheld, unreasonably conditioned or
unreasonably delayed, then (1) the requested consent or approval shall be
deemed to have been granted, and (2) Landlord shall have no liability to
Tenant for its refusal or failure to give such consent or approval, except
to the extent set forth in Section 29.2(C) hereof. Tenant's sole remedy for
Landlord's unreasonably withholding, conditioning or delaying consent or
approval shall be as provided in this Article 29.

29.2. Expedited Arbitration.

(A) If (i) this Lease obligates Landlord to not unreasonably withhold,
condition or delay Landlord's consent or approval for a particular matter,
(ii) Landlord withholds, delays or conditions its consent or approval for
such matter, and (iii) Tenant believes that Landlord did so unreasonably,
then Tenant shall have the right to submit the issue of whether Landlord
unreasonably withheld, delayed or conditioned such consent or approval to
an Expedited Arbitration Proceeding only by giving notice thereof to
Landlord on or prior to the thirtieth (30th) day after the date that
Landlord denied or conditioned such consent or approval, or the thirtieth
(30th) day after the date that Tenant claims that Landlord's delaying such
consent or approval first became unreasonable, as the case may be.

(B) The sole decision to be made in the Expedited Arbitration Proceeding
shall be whether Landlord unreasonably withheld, delayed or conditioned its
consent with respect to the particular matter being arbitrated. If the
decision in the Expedited Arbitration Proceeding is that Landlord
unreasonably withheld, conditioned, or delayed consent with respect to such
matter, then (i) Landlord shall be deemed to have consented to such matter,
and (ii) Landlord shall execute and deliver documentation that is
reasonably requested by Tenant to evidence such consent.

(C) Tenant shall have the right to institute legal proceedings in a court
of competent jurisdiction against Landlord to recover the actual damages
that Tenant sustains by reason of Landlord's unreasonably withholding,
conditioning or delaying Landlord's consent or approval (in cases where
Landlord agreed not to unreasonably withhold, condition or delay such
consent or approval). Tenant shall not have the right to make any such
recovery unless such court makes a final determination that Landlord
unreasonably withheld, unreasonably delayed or unreasonably conditioned
such consent or approval capriciously and arbitrarily.

(D) The term "Expedited Arbitration Proceeding" shall mean a binding
arbitration proceeding conducted in The City of New York under the
Commercial Arbitration Rules of the American Arbitration Association (or
its successor) and administered pursuant to the Expedited Procedures
provisions thereof; provided, however, that with respect to any
such arbitration, (i) the list of arbitrators referred to in Section E-5(b)
shall be returned within five (5) Business Days from the date of mailing;
(ii) the parties shall notify the American Arbitration Association (or its
successor) by telephone, within four (4) Business Days, of any objections
to the arbitrator appointed and, subject to clause (vii) below, shall have
no right to object if the arbitrator so appointed was on the list submitted
by the American Arbitration Association (or its successor) and was not
objected to in accordance with Section E-5(b) as modified by clause (i)
above; (iii) the notification of the hearing referred to in Section E-8
shall be four (4) Business Days in advance of the hearing; (iv) the hearing
shall be held within seven (7) Business Days after the appointment of the
arbitrator; (v) the arbitrator shall have no right to award damages or
vary, modify or waive any provision of this Lease; (vi) the decision of the
arbitrator shall be final and binding on the parties; and (vii) the
arbitrator shall not have been employed by either party (or their
respective Affiliates) during the period of three (3) years prior to the
date of the Expedited Arbitration Proceeding. The arbitrator shall
determine the extent to which each party is successful in such Expedited
Arbitration Proceeding in addition to rendering a decision on the dispute
submitted. If the arbitrator determines that one (1) party is entirely
unsuccessful, then such party shall pay all of the fees of such arbitrator.
If the arbitrator determines that both parties are partially successful,
then each party shall be responsible for such arbitrator's fees only to the
extent such party is unsuccessful (e.g., if Landlord is eighty percent
(80%) successful and Tenant is twenty percent (20%) successful, then
Landlord shall be responsible for twenty percent (20%) of such arbitrator's
fees and Tenant shall be responsible for eighty percent (80%) of such
arbitrator's fees).

Article 30 ADDITIONAL PROVISIONS

30.1. Tenant's Property Delivered to Building Employees.

Any Building employee to whom any property is entrusted by or on behalf of
Tenant shall be deemed to be acting as Tenant's agent with respect to such
property.

30.2. Not Binding Until Execution.

This Lease shall not be binding upon Landlord or Tenant unless and until
Landlord and Tenant have executed and unconditionally delivered a fully
executed copy of this Lease to each other.

30.3. No Third Party Beneficiaries.

Landlord and Tenant hereby acknowledge that they do not intend for any
other Person to constitute a third-party beneficiary hereof.

30.4. Extent of Landlord's Liability.

(A) The obligations of Landlord under this Lease shall not be binding upon
the Person that constitutes Landlord as of the date hereof after the sale,
conveyance, assignment or transfer by such Person of its interest in the
Building or the Real Property, as the case may be (or upon any other Person
that constitutes Landlord after the sale, conveyance, assignment or
transfer by such Person of its interest in the Building or the Real
Property, as the case may be), to the extent such obligations accrue from
and after the date of such sale, conveyance, assignment or transfer (it
being understood that such Person shall remain liable for such obligations
that accrue during the period that such Person constituted Landlord
hereunder).

(B) The members, managers, partners, shareholders, directors, officers and
principals, direct and indirect, comprising Landlord shall not be liable
for the performance of Landlord's obligations under this Lease. Tenant
shall look solely to Landlord to enforce Landlord's obligations hereunder.

(C) The liability of Landlord for Landlord's obligations under this Lease
shall be limited to Landlord's interest in the Real Property and the
proceeds thereof. Tenant shall not look to any property or assets of
Landlord (other than Landlord's interest in the Real Property and the
proceeds thereof) in seeking either to enforce Landlord's obligations under
this Lease or to satisfy a judgment for Landlord's failure to perform such
obligations.

30.5.

Survival.

Tenant's liability for all amounts that are due and payable to Landlord
hereunder shall survive the Expiration Date.

30.6.

Recording.

Tenant shall not record this Lease. Tenant shall not record a memorandum of
this Lease. Landlord shall have the right to record a memorandum of this
Lease. If Landlord submits to Tenant a memorandum hereof that is in
reasonable form, then Tenant shall execute, acknowledge and deliver such
memorandum promptly after Landlord's submission thereof to Tenant.

30.7.

Entire Agreement.

This Lease contains the entire agreement between the parties and supersedes
all prior understandings, if any, with respect thereto. This Lease shall
not be modified, changed, or supplemented, except by a written instrument
executed by both parties.

30.8.

Exhibits.

If any inconsistency exists between the terms and provisions of this Lease
and the terms and provisions of the Exhibits hereto, then the terms and
provisions of this Lease shall prevail.

30.9.

Gender: Plural.

Wherever appropriate in this Lease, personal pronouns shall be deemed to
include the other gender and the singular to include the plural.

30.10. Divisibility.

If any term of this Lease, or the application thereof to any Person or
circumstance, is held to be invalid or unenforceable, then the remainder of
this Lease or the application of such term to any other Person or any other
circumstance shall not be thereby affected, and each term shall remain
valid and enforceable to the fullest extent permitted by law.

30.11. Vault Space.

If (i) Tenant uses or occupies any vaults, vault space or other space
outside the boundaries of the Real Property that in each case is located
below grade, and (ii) such space is diminished by any Governmental
Authority or by any utility company, then such diminution shall not
constitute an actual or constructive eviction, in whole or in part, or
entitle Tenant to any abatement or diminution of Rental, or relieve Tenant
from any of its obligations under this Lease, or impose any liability upon
Landlord.

30.12. Adjacent Excavation.

If an excavation is made upon land adjacent to the Building, or is
authorized to be made, then Tenant, upon reasonable advance notice, shall
grant to the Person causing or authorized to cause such excavation a
license to enter upon the Premises for the purpose of doing such work as
said Person deems necessary to preserve the Building from injury or damage
and to support the same by proper foundations, without any claim for
damages or indemnity against Landlord, or diminution or abatement of
Rental.

30.13. Captions.

The captions are inserted only for convenience and for reference and in no
way define, limit or describe the scope of this Lease nor the intent of any
provision thereof.

30.14. Parties Bound.

The covenants, conditions and agreements contained in this Lease shall bind
and inure to the benefit of Landlord and Tenant and their respective legal
representatives, successors, and, except as otherwise provided in this
Lease, their assigns.

30.15. Authority.

(A) Tenant hereby represents and warrants to Landlord that (i) Tenant is
duly organized and validly existing in good standing under the laws of
Delaware, and possesses all licenses and authorizations necessary to
carryon its business, (ii) Tenant has full power and authority to carryon
its business, enter into this Lease and consummate the transaction
contemplated hereby, (iii) the individual executing and delivering this
Lease on Tenant's behalf has been duly authorized to do so, (iv) this Lease
has been duly executed and delivered by Tenant, (v) this Lease constitutes
a valid, legal, binding and enforceable obligation of Tenant (subject to
bankruptcy, insolvency or creditor rights laws generally, and principles of
equity generally), (vi) the execution, delivery and performance of this
Lease by Tenant will not cause or constitute a default under, or conflict
with, the organizational documents of Tenant or any agreement to which
Tenant is a party, (vii) the execution, delivery and performance of this
Lease by Tenant will not violate any Requirement, (viii) all consents,
approvals, authorizations, orders or filings of or with any court or
governmental agency or body, if any, required on the part of Tenant for the
execution, delivery and performance of this Lease have been obtained or
made, and (ix) the Office of Foreign Assets Control of the United States
Department of the Treasury has not listed Tenant or any of Tenant's
Affiliates on its list of Specially Designated Nationals or Blocked
Persons.

(B) Landlord hereby represents and warrants to Tenant that (i) Landlord is
duly organized and validly existing in good standing under the laws of New
York, and possesses all licenses and authorizations necessary to carryon
its business, (ii) Landlord has full power and authority to carryon its
business, enter into this Lease and consummate the transaction contemplated
hereby, (iii) the individual executing and delivering this Lease on
Landlord's behalf has been duly authorized to do so, (iv) this Lease has
been duly executed and delivered by Landlord, (v) this Lease constitutes a
valid, legal, binding and enforceable obligation of Landlord (subject to
bankruptcy, insolvency or creditor rights laws generally, and principles of
equity generally), (vi) the execution, delivery and performance of this
Lease by Landlord will not cause or constitute a default under, or conflict
with, the organizational documents of Landlord or any agreement to which
Landlord is a party, (vii) the execution, delivery and performance of this
Lease by Landlord does not violate any Requirement, and (viii) all
consents, approvals, authorizations, orders or filings of or with any court
or governmental agency or body, if any, required on the part of Landlord
for the execution, delivery and performance of this Lease have been
obtained or made.

30.16. Rent Control.

If at the commencement of, or at any time or times during, the Term, the
Rental reserved in this Lease is not fully collectible by reason of any
Requirement, then Tenant shall enter into such agreements and take such
other steps (without additional expense to Tenant) as Landlord may
reasonably request and as may be legally permissible to allow Landlord to
collect the maximum rents which may from time to time during the
continuance of such legal rent restriction be legally permissible (and not
in excess of the amounts reserved therefor under this Lease). Upon the
termination of such legal rent restriction prior to the expiration of the
Term, (a) the Rental shall become and thereafter be payable hereunder in
accordance with the amounts reserved in this Lease for the periods
following such termination, and (b) Tenant shall pay to Landlord, illegally
permissible, an amount equal to the excess of (i) the items of Rental which
would have been paid pursuant to this Lease but for such legal rent
restriction, over (ii) the rents paid by Tenant to Landlord during the
period or periods such legal rent restriction was in effect.

30.17. Consequential Damages.

Subject to the terms of this Section 30.17, Tenant shall have no liability
for any consequential damages that Landlord suffers. Landlord shall have
the right to collect consequential damages from Tenant for Tenant's failure
to surrender vacant and exclusive possession of the Premises to Landlord as
provided in Article 23 hereof. Landlord shall have no liability for any
consequential damages suffered by Tenant or any Person claiming by, through
or under Tenant.

30.18. Industrial and Commercial Incentive Program.

Tenant acknowledges that Landlord is seeking, or has obtained, benefits in
respect of the Building under the Industrial and Commercial Incentive
Program of The City of New York (the "ICIP"). Tenant therefore agrees to
facilitate Landlord's seeking and obtaining such benefits under the ICIP by
complying with the following provisions.

(A) Tenant shall report, and shall cause any other Permitted Party to
report, and shall cause Tenant's contractors and the contractors of any
other Permitted Party to report, to Landlord the nature of its business,
the number of workers permanently employed by it at the Premises, the job
classification or job title of each such worker and the number of such
workers who reside in The City of New York (and the names and addresses of
such residents if required by agents of The City of New York for
verification);

(B) Tenant shall require the provisions of this Section 30.18 to be
contained in any sublease or further sublease entered into by Tenant (or
any other Permitted Party) in accordance with this Lease;

(C) Tenant shall, and shall cause any other Permitted Party to, and shall
cause Tenant's contractors and the contractors of any other Permitted Party
to, (x) cooperate reasonably with Landlord in connection with the ICIP, and
(y) provide Landlord with information and reports that in either case
Landlord reasonably requires to comply with the ICIP, including, without
limitation, (i) information concerning subleases that Tenant (or any other
Permitted Party) consummates for the Premises (or any portion thereof), and
(ii) employment reports for the Office of Labor Services of The City of New
York; provided, however, that Tenant shall have no liability to Landlord if
Landlord does not become eligible or does not maintain its eligibility
under the ICIP, except to the extent caused by Tenant's default under this
Section 30.18; and

(D) Tenant shall permit agents of The City of New York (including, without
limitation, agents of the Department of Finance of The City of New York and
the Office of Labor Services of The City of New York) to gain access to the
Premises, at reasonable times and upon reasonable advance notice to Tenant
from Landlord, to the extent reasonably required in connection with
Landlord's obtaining benefits under the ICIP.

Tenant shall not be required to (a) pay any Taxes or other charges that
become due because of the willful neglect or fraud by Landlord in
connection with the ICIP, or (b) indemnify Landlord from any personal
liability arising under Section 11-265 of the Administrative Code of The
City of New York, except to the extent the imposition of such Taxes,
charges or liability is occasioned by Tenant's default under this Lease.

30.19. Tenant's Advertising.

Tenant shall not use a picture, photograph or drawing of the Building (or a
silhouette thereof) in Tenant's letterhead or promotional materials without
Landlord's prior approval.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed and delivered
this Lease as of the date first above written.

VORNADO 640 FIFTH AVENUE LLC

By:  Vornado Realty L.P., member

By:  Vornado Realty Trust, general partner

By:


Name:   Joseph Macnow
Title:  Chief Financial Officer and Executive Vice President - Finance and
        Administration

By:


Exhibit "A"

Premises

640 Fifth Avenue (64) 18

Exhibit "3.3"

Rules

1. Tenant shall not obstruct the common areas of the Building. Tenant shall
not use the common areas of the Building for any purpose other than for the
purpose that the applicable common area is used ordinarily.

2. Tenant shall not use any plumbing fixtures that are connected to
Building Systems for any purpose other than the ordinary purpose for which
such plumbing fixtures are installed.

3. Tenant shall not use the Premises in any manner that materially and
unreasonably interferes with the use of any other portion of the Building
for ordinary business purposes.

4. Tenant shall not at any time keep in the Premises any flammable,
combustible or explosive substance, except for any such substances that are
incidental to the use of the Premises for ordinary office purposes.

5. Tenant shall not bring any bicycles, vehicles or animals of any kind
(except for service animals) into the Premises or the Building.

6. Tenant shall comply with the security procedures that Landlord
reasonably adopts from time to time for the Building. Tenant acknowledges
that Landlord's security procedures may include, without limitation, (i)
Landlord's denying entry to the Building by any person who does not present
a Building pass or who does not comply with Landlord's procedures regarding
the registration of visitors to the Building, and (ii) procedures governing
the inspection of freight that arrives at the loading facilities for the
Building.

7. Landlord shall have the right to require Tenant to (x) direct Persons
who are delivering packages to the Premises to make delivery to an office
in the Building that Landlord designates (in which case Landlord shall make
arrangements for such packages to be delivered to Tenant using other
personnel that Landlord engages), or (y) arrange for such Persons to be
escorted by a representative of Tenant while such Person makes delivery to
the Premises.

8. Tenant shall subject to inspection by Landlord or Landlord's designee
all items being brought into the Building by or on behalf of Tenant
(including, without limitation, packages, boxes, bags, handbags, attache
cases, and suitcases). Landlord may refuse entry into the Building to any
Person who refuses to cooperate with such inspection or who is carrying any
item which has a reasonable likelihood of being dangerous to persons or
property.

9. Tenant, at Tenant's expense, shall operate its interior lights for the
employees of Landlord while such employees make repairs in the Premises or
perform cleaning services in accordance with the terms of this Lease.

10. Tenant shall not canvass or solicit the other occupants of the
Building. Tenant shall cooperate reasonably with Landlord in connection
with Landlord's efforts to prevent any Person from canvassing, soliciting
or peddling in the Building.

11. Tenant shall use in the Building only hand trucks and hand carts that
in either case are equipped with rubber tires and side guards.

Exhibit "4.3"

HV AC Specifications

A temperature of 60 degrees shall be maintained at the main air
distribution ductwork at the core except when system is on warm-up cycle.
Provided that (i) Tenant shall comply with Rules and Regulations, (ii) the
maximum cooling electrical load shall not exceed 4.0 watts per usable
square foot of the Premises, and (iii) the occupancy of the Premises shall
not exceed an average of one person for each 100 square feet of usable area
of the Premises, the HV AC system installed in the Premises shall provide a
room temperature of74 degrees plus or minus 2 degrees. Interior condition
during cooling season should be 74 F plus or minus one degree, 50% relative
humidity plus or minus 5%. Outside air must be provided at a rate of20
cfm/person. Interior temperature during the heating season should be 70 F
when the outdoor temperature is 10 F.

Exhibit "4.4"

Cleaning Specifications

NIGHTLY (ON BUSINESS DAYS)

Sweep hard-surfaced flooring in general office space using a dust-down
preparation.

Carpet sweep carpets in general office areas without moving heavy furniture
(such as desks, file cabinets, computer stands, and sofas).

Hand dust and wipe clean all furniture, fixtures and window sills in the
general office areas that are within reach of the cleaning staff without
ladders.

Empty and clean ashtrays and screen all sand urns.

Empty and clean waste receptacles in the general office areas and remove
wastepaper.

Dust the interior of waste receptacles in the general office areas.

Wash clean water fountains and coolers in the general office areas.

Sweep private stairways within the premises.

Sweep and wash (using disinfectant) all floors in the base building
lavatories that are located in the Building core.

Wash and polish mirrors, shelves, bright work and enameled surfaces in the
base building lavatories that are located in the Building core.

Wash and disinfect basins, bowls and urinals in the base building
lavatories that are located in the Building core.

Wash toilet seats in the base building lavatories that are located in the
Building core.

Hand dust and clean all partitions, tile walls, dispensers and receptacles
in the base building lavatories that are located in the Building core.

Empty paper receptacles and remove wastepaper in the base building
lavatories that are located in the Building core.

Fill toilet tissue holders in the base building lavatories that are located
in the Building core.


Empty and clean sanitary disposal receptacles in the base building
lavatories that are located in the Building core.

WEEKLY

Vacuum clean carpeting and rugs in the general office areas without moving
heavy furniture (such as desks, file cabinets, computer stands, and sofas).

Dust door louvres and other ventilating louvres that are within reach of
the cleaning staff without ladders.

Wipe clean bright work.

QUARTERLY

High dust the Premises, including the following:

Dust pictures, frames, charts, graphs and similar wall hangings that are
not reached in nightly or weekly cleaning.

Dust clean vertical surfaces, such as walls, partitions, doors and door
bucks and other surfaces not reached in nightly or weekly cleaning.

Dust pipes, ventilating and air-conditioning louvers, ducts, high moldings
and other high areas not reached in nightly or weekly cleaning.

Dust Venetian blinds.

ADDITIONAL SERVICES

Wash the exterior of windows periodically, subject to weather conditions
and Requirements.

EX-10

                                                             EXHIBIT 10.46

                                  FORM OF

                     RESTRICTED STOCK AWARD AGREEMENT

                         Epoch Holding Corporation
                        640 Fifth Avenue, 18th Floor
                            New York, NY  10019

                               212-303-7200

Date


Director
Address 1
Address 2
City, State, Zip

Plan:  2004 Omnibus Long-Term Incentive Compensation Plan

Pursuant to the agreements in effect related to compensation of non-
employee directors of Epoch Holding Corporation (the "Company), effective
____ __, ____, you have been granted _________________ (#) shares (the
"Award Shares") of the Company's Common Stock.

The Award Shares are restricted securities. Initially, your vested portion
of Award shares will be zero (0). The vesting schedule in Your Award Shares
will occur over the next three years (the "Restriction Period") pursuant to
the following schedule:

                    Shares         Percent       Vesting Date
                    ______         _______       ____________

                      (#)           33.3%
                      (#)           33.3%
                      (#)           33.3%

Terms and Restrictions:

     (i)  During the Restriction Period, you shall have all of the rights
of a shareholder, including the right to vote the total Award Shares and
the right to receive dividends thereon, if any dividends are paid.  Award
Shares which are not vested may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered.

     (ii)  In the event that your services as a member of the Company's
Board of Directors is terminated during the Restriction Period, any Award
Shares that are subject to any restrictions at time will be forfeited.

     (iii)  Award Shares subject to vesting restrictions will be evidenced
by Certificates of Stock that will bear appropriate legend referring to
terms, conditions and restrictions or forfeitures. Certificates of stock
containing such legend will remain in the possession of the Company. Upon
the lifting of restrictions at each vesting period, the Company will issue
shares to you with the restricted legend removed.

Taxes:

     (i)  You are responsible for payment of federal, state, local and any
other taxes on the unrestricted shares.

     (ii)  Under Section 83(b) of the Internal Revenue Service Code, you
have the option to elect to pay taxes on the full value of your award
without regard to the vesting schedule. Pursuant to Section 83(b) and
related Internal Revenue Service regulations applicable to restricted
property, you have 30 days from the effective date of this Award to notify
the Company of your election to be taxed under Section 83(b). Otherwise,
the Company will calculate your income based on the vesting schedule and
provide you with an annual Form 1099. Assuming you do not make a Section
83(b) election, you will receive a form 1099 for the calendar year ____ for
the shares that vested on ____ __, ____.

The Company has no obligation, and takes no responsibility for, advising
you as to how you choose your Award Shares to be taxed.  Each individual's
taxes may be personal and unique. Therefore, if you require additional
assistance on your tax alternatives, the Company urges you to seek outside
professional advice.

By your signature and the Company's signature below, you and the Company
agree that these Award Shares are granted under and governed by the terms
and conditions of the Company's 2004 Long-Term Incentive Compensation Plan
which is attached and made a part of this document.

__________________________________
William W. Priest
Chief Executive Officer

__________________________________
(Director)

EX-10

                                                             EXHIBIT 10.47

                                  FORM OF

                     RESTRICTED STOCK AWARD AGREEMENT

                         Epoch Holding Corporation
                        640 Fifth Avenue, 18th Floor
                            New York, NY  10019

                               212-303-7200

Date

Employee
Address 1
Address 2
City, State, Zip


Plan:     2004 Omnibus Long-Term Incentive Compensation Plan

Effective ____________, you have been granted __________ shares (the "Award
Shares") of Epoch Holding Corporation's (the "Company") Common Stock.

Initially, you will be vested in twelve and one-half percent (12.5%) of
your Award Shares.  Subject to the terms and restrictions detailed below,
the remaining Award Shares will vest over the next three years (the
"Restriction Period") pursuant to the following schedule:

           Shares            Percent          Vesting Date
           ______            _______          ____________

             (#)              12.5%
             (#)              12.5%
             (#)              25.0%
             (#)              50.0%

Terms and Restrictions:

     (i)  During the Restriction Period, you shall have all of the rights
of a shareholder, including the right to vote the total Award Shares and
the right to receive dividends thereon, if any dividends are paid.  Award
Shares which are not vested may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered.

     (ii)  In the event that your employment is terminated during the
Restriction Period, any Award Shares that are subject to any restrictions
at time will be forfeited.

     (iii)  Award Shares subject to vesting restrictions will be evidenced
by Certificates of Stock that will bear appropriate legend referring to
terms, conditions and restrictions or forfeitures. Certificates of stock
containing such legend will remain in the possession of the Company. Upon
the lifting of restrictions at each vesting period, the Company will issue
shares to you with the restricted legend removed.

Taxes:

     (i)  You are responsible for payment of federal, state, local and any
other taxes on the unrestricted shares. The Company retains the authority
to withhold and pay monies from your salary on any portion of the Award
Shares when taxes are due. This authority may also include the ability of
the Company to withhold or receive shares of stock from the Award in order
to make cash payments to the necessary taxing authorities.

     (ii)  Under Section 83(b) of the Internal Revenue Service Code, you
have the option to elect to pay taxes on the full value of your award
without regard to the vesting schedule. Pursuant to Section 83(b) and
related Internal Revenue Service regulations applicable to restricted
property, you have 30 days from the effective date of this Award to notify
the Company of your election to be taxed under Section 83(b). Otherwise,
the Company will withhold and pay taxes to the regulatory agencies per the
vesting schedule.

The Company has no obligation, and takes no responsibility for, advising
you as to how you choose your Award Shares to be taxed.  Each individual's
taxes may be personal and unique. Therefore, if you require additional
assistance on your tax alternatives, the Company urges you to seek outside
professional advice.

By your signature and the Company's signature below, you and the Company
agree that these Award Shares are granted under and governed by the terms
and conditions of the Company's 2004 Long-Term Incentive Compensation Plan
which is attached and made a part of this document.

__________________________________
William W. Priest
Chief Executive Officer


__________________________________
(Employee)

EX-21

                                                             EXHIBIT 21.1

                 SUBSIDIARIES OF EPOCH HOLDING CORPORATION

                                                        STATE OF
        COMPANY                    % OWNED           INCORPORATION
        _______                    _______           _____________

1.  J Net Ventures I, LLC             100%              Delaware

2.  J Net Holdings, LLC               100%              Nevada

3.  J Net GP, LLC                     100%              Nevada

4.  InterWorld Corporation           95.3%              Delaware

5.  IW Holdings, Inc.                 100%              Delaware

6.  Epoch Investment Partners, Inc.   100%              Delaware

EX-10

                                                             Exhibit 23.1


          Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Form
S-8 Nos. 333-121457 of Epoch Holding Corporation and 33-86078 of Jackpot
Enterprises, Inc of our report, dated September 27, 2005 appearing in this
Annual Report on Form 10-K of Epoch Holding Corporation (formerly known as
J Net Enterprises, Inc. and Jackpot Enterprises, Inc.) for the year ended
June 30, 2005.

                                   /s/ CF & Co., L.L.P.

                                       CF & Co., L.L.P.

Dallas, Texas
September 27, 2005

EX-32

                                                             Exhibit 32.1

   CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                PURSUANT TO 18 U.S.C. SECTION 1350,
                 AS ADOPTED PURSUANT TO SECTION 906 OF THE
                        SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Epoch Holding Corporation (the
"Company") on Form 10-K for the fiscal year ended June 30, 2005 as filed
with the Securities and Exchange Commission on the date hereof (the
"Report"), William W. Priest, Chief Executive Officer of the Company, and
Adam Borak, Chief Financial Officer of the Company, each certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of
          operations of the Company as of, and for, the periods presented
          in the Report.


Dated:  September 28, 2005      By:  /s/ William W. Priest
                                     _______________________
                                     William W. Priest
                                     Chief Executive Officer
                                     (Principal Executive Officer)

Dated:  September 28, 2005      By:  /s/ Adam Borak
                                     _______________________
                                     Adam Borak
                                     Chief Financial Officer
                                     (Principal Financial Officer)

A signed original of this written statement required by Section 906 has
been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon
request.

EX-31

                                                             Exhibit 31.1

                 CERTIFICATE OF THE CHIEF EXECUTIVE OFFICER
                       OF EPOCH HOLDING CORPORATION

I, William W. Priest, certify that:

     (1)  I have reviewed this annual report on Form 10-K of Epoch Holding
          Corporation;

     (2)  Based on my knowledge, this report does not contain any
          untrue statement of a material fact or omit to state a material
          fact necessary to make the statements made, in light of the
          circumstances under which such statements were made, not
          misleading with respect to the period covered by this quarterly
          report; and

     (3)  Based on my knowledge, the financial statements, and other
          financial information included in this report, fairly
          present in all material respects the financial condition, results
          of operations and cash flows of registrant as of, and for, the
          periods presented in this report; and

     (4)  The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
          15(e)) for the registrant and have:

          (a)  designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under
               our supervision, to ensure that material information
               relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those
               entities, particularly during the period in which this
               report is being prepared;

          (b)  [paragraph omitted in accordance with SEC transition
               instructions contained in SEC release 34-47986] and

          (c)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and

          (d)  disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred
               during the registrant's most recent fiscal quarter (the
               registrant's fourth annual quarter in the case of an annual
               report) that has materially affected, or is reasonably
               likely to materially affect, the registrant's internal
               control over financial reporting; and

     (5)  The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of the registrant's board of directors (or persons
          performing the equivalent function):

          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial
               reporting which are reasonably likely to adversely affect
               the registrant's ability to record, process, summarize and
               report financial information; and

          (b)  any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls over financial reporting.

Dated:  September 28, 2005             By:  /s/ William W. Priest
                                            _______________________
                                            William W. Priest
                                            Chief Executive Officer
                                            (Principal Executive Officer)

EX-31

                                                             Exhibit 31.2

                 CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
                       OF EPOCH HOLDING CORPORATION

I, Adam Borak, certify that:

     (1)  I have reviewed this annual report on Form 10-K of Epoch Holding
          Corporation;

     (2)  Based on my knowledge, this report does not contain any
          untrue statement of a material fact or omit to state a material
          fact necessary to make the statements made, in light of the
          circumstances under which such statements were made, not
          misleading with respect to the period covered by this
          report; and

     (3)  Based on my knowledge, the financial statements, and other
          financial information included in this report, fairly
          present in all material respects the financial condition, results
          of operations and cash flows of registrant as of, and for, the
          periods presented in this report; and

     (4)  The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
          15(e)) for the registrant and we have:

          (a)  designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under
               our supervision, to ensure that material information
               relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those
               entities, particularly during the period in which this
               report is being prepared;

          (b)  [paragraph omitted in accordance with SEC transition
               instructions contained in SEC release 34-47986] and

          (c)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and

          (d)  disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred
               during the registrant's most recent fiscal quarter (the
               registrant's fourth annual quarter in the case of an annual
               report)that has materially affected, or is reasonably likely
               to materially affect, the registrant's internal control over
               financial reporting; and

     (5)  The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of the registrant's board of directors (or persons
          performing the equivalent function):

          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial
               reporting which are reasonably likely to adversely affect
               the registrant's ability to record, process, summarize and
               report financial information; and

          (b)  any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls over financial reporting.

Dated:  September 28, 2005             By:  /s/ Adam Borak
                                            _______________________
                                            Adam Borak
                                            Chief Financial Officer
                                            (Principal Financial Officer)