Exhibit 10.149






                                 LEASE AGREEMENT


                                     BETWEEN


                               CLF SYLVAN WAY LLC

                                                Lessor,


                                     - AND -


                               TIFFANY AND COMPANY

                                                Lessee







                            Date: September 28, 2005

    Property Address:       15 Sylvan Way, Township of Parsippany-Troy Hills,
                            Morris County, New Jersey








      THIS LEASE  AGREEMENT  (this  "Lease") made as of the 28 day of September,
2005 between CLF Sylvan Way LLC, a limited liability company organized under the
laws of the State of Delaware,  with offices c/o Caplease,  LP, 110 Maiden Lane,
3rd Floor,  New York, New York 10005  (hereinafter  called "Lessor") and Tiffany
and Company,  a New York corporation  with an office at 600 Madison Avenue,  New
York, NY 10022 (hereinafter called "Lessee").

                              W I T N E S S E T H:

          ARTICLE 1. Demised Property and Term; Right of First Offer.
                     -----------------------------------------------

          1.01.  Lessor,  for and in consideration  of the rents,  covenants and
agreements  hereinafter  reserved,  mentioned  and  contained on the part of the
Lessee, its successors and assigns, to be paid, kept and performed,  has leased,
rented, let and demised,  and by these presents does lease, rent, let and demise
unto  Lessee,  and Lessee  does  hereby  take and hire,  upon and subject to the
covenants,  agreements,   provisions,  limitations  and  conditions  hereinafter
expressed,  all the land,  together with the improvements and buildings  located
thereon and the easements and  appurtenances  pertaining  thereto  located at 15
Sylvan Way, Township of Parsippany-Troy Hills, Morris County, New Jersey, and as
described in Exhibit "A" attached hereto (collectively,  the "Property"),  to be
used and occupied  only for the operation of a warehouse,  distribution  center,
computer  center,  light  manufacturing  facility  or office  facility,  or some
combination  of any one or more of the  foregoing  uses,  or any  other  legally
permitted use (the "Permitted Use") with all appropriate  equipment and pursuant
to all the laws,  rules and  regulations  of the State of New Jersey  pertaining
thereto as to which Lessor and Lessee shall be bound.

          1.02.  Lessee shall enjoy the tenancy of the  Property  subject to the
provisions   hereof,   for  a  term   commencing  on  September  28,  2005  (the
"Commencement  Date")  and  ending at 11:59  p.m.  on  September  30,  2025 (the
"Expiration  Date"),  or on such  earlier date upon which the term of this Lease
shall expire or be cancelled or terminated  pursuant to any of the conditions or
covenants of this Lease or pursuant to law.

          1.03. Provided (i) this Lease shall not have been terminated pursuant
to the  provisions  hereof,  and (ii) an Event of Default has not  occurred  and
remains  uncured,  in each case on the  applicable  date of its  Renewal  Option
Notice and on the Expiration  Date (or the expiration  date of the then expiring
Renewal  Term (as defined  herein),  as  applicable),  Lessee shall have two (2)
consecutive  options to extend the term of this Lease (each a "Renewal Option"),
commencing upon the day after the Expiration Date (or the expiration date of the
then expiring Renewal Term, as applicable). If Lessee elects to exercise any one
or more of said Renewal  Options,  it shall do so by giving  written notice (the
"Renewal  Option  Notice")  to Lessor at any time  during  the term (or the then
Renewal Term, as applicable)  but, in any event, on or before that date which is
thirteen (13) months prior to the commencement of the Renewal Term (the "Renewal
Option Period") for which such election is exercised; provided, however, that in
the event Lessor shall not receive any such Renewal Option Notice from Lessee on
or before the  expiration  of the Renewal  Option  Period,  Lessor shall provide
Lessee with written notice





advising  Lessee of its Renewal  Option,  and provide  Lessee with an additional
thirty  (30) days from  receipt of such  written  notice to render  its  Renewal
Option  Notice to Lessor.  Lessee  shall  forever  waive its right to exercise a
Renewal Option if it shall, for any reason whatsoever, subsequently fail to give
such Renewal Option Notice to Lessor within the time and in the manner  provided
for  the  giving  of  such  notice,  whether  such  failure  is  inadvertent  or
intentional, TIME BEING OF THE ESSENCE as to the exercise of such Renewal Option
and the  giving of such  notice.  If Lessee  shall  elect to  exercise  any such
Renewal Option,  the term of this Lease shall be automatically  extended for ten
(10) years  without  the  execution  of an  extension  or renewal  lease (each a
"Renewal  Term").  Any Renewal Term shall be subject to all of the provisions of
this Lease,  and all such  provisions  shall  continue in full force and effect,
except  that the  annual Net Rent for each  Renewal  Term shall be at 95% of the
annual fair market rental value determined pursuant to clause (a) below, but not
less than the annual Net Rent:  (x) in the last year of the initial  term,  with
regard to the first Renewal Term,  and (y) in the last year of the first Renewal
Term, with regard to the second Renewal Term. Within ten (10) days after request
by Lessor, Lessee shall execute, acknowledge and deliver to Lessor an instrument
confirming that such Renewal Option has been effectively  exercised,  confirming
the extended  expiration  date of this Lease and confirming the Net Rent for the
Renewal Term.

          (a) Lessor shall  designate an independent  MAI appraiser to determine
the fair market  rental value within twenty (20) days after  Lessee's  notice of
its  exercise  of a Renewal  Option.  Within  ten (10) days after  selection  of
Lessor's  appraiser,  Lessor shall notify  Lessee of the  determination  made by
Lessor's  appraiser  with respect to the fair market rental value.  Lessee shall
then have ten (10) days to  dispute  such  determination  and to select  its own
independent  MAI  appraiser.  In the  event  that  Lessee  fails to  select  its
appraiser  within  such ten (10)  day  period,  the  determination  of  Lessor's
appraiser shall  constitute such fair market rental value.  Within ten (10) days
after selection of Lessee's appraiser, the two appraisers shall meet and attempt
to agree as to the fair market  rental  value for the  Property  for the Renewal
Term in question.  The  appraisers  shall be instructed  that fair market rental
value  is the  rental  value,  as of the date the  value  is  determined  by the
appraisers,     of    the    then-existing     improvements    as    a    vacant
office/warehouse/distribution  facility  to be leased  "as is"  pursuant  to the
terms and  conditions of this Lease based upon any legal use of the Property for
a ten year  term.  In the event that such  appraisers  are unable to agree as to
such annual fair market rental value then: (i) if the difference between the two
determinations is less than five percent (5%) of the lower  determination,  then
the average of the two determinations  shall be deemed to constitute such annual
fair  market  rental  value;   or  (ii)  if  the  difference   between  the  two
determinations  is equal to or  greater  than  five  percent  (5%) of the  lower
determination,  then the two appraisers shall jointly select a third independent
MAI appraiser,  which appraiser shall select which of the  determinations of the
first two appraisers shall constitute such annual fair market rental value. Such
third appraiser shall not have the right to vary or modify the determinations of
the appraisers selected by Lessor and Lessee. Any appraiser selected pursuant to
this  clause  (a) must have at least ten (10)  years  experience  in  appraising
commercial  real  estate  in the area in which  the  Property  is  located.  The
appraisers shall not have the right to amend, modify or vary any of the terms of
this Lease and the  determination  of the  appraisers  in  accordance  with this
clause (a) shall be final, binding and conclusive upon Lessor and Lessee.




                                      -2-


          1.04  Lessee  represents  and  warrants  to Lessor that (i) Lessee has
examined,  inspected,  and investigated to the full satisfaction of Lessee,  the
physical  nature and  condition of the  Property,  (ii)  neither  Lessor nor any
agent, officer,  partner, joint venturer,  employee, or representative of Lessor
has made any  representation  whatsoever  regarding  the subject  matter of this
Lease or any part thereof,  including  (without  limiting the  generality of the
foregoing)  representations  as to the applicable zoning, the physical nature or
condition of the Property (including,  without limitation, any latent defect) or
operating expenses or carrying charges affecting the Property,  or the existence
or non-existence of asbestos, hazardous substance or waste, and (iii) Lessee, in
executing,  delivering  and  performing  this  Lease,  does  not  rely  upon any
statement,  information,  or representation to whomsoever made or given, whether
to Lessee or others, and whether directly or indirectly, verbally or in writing,
made by any person, firm or corporation.  Without limiting the foregoing, but in
addition thereto,  Lessee agrees to accept the Property in its "as is" condition
on the Commencement Date (including, without limitation, all existing violations
of law, if any,  whether or not of record,  the presence of asbestos,  hazardous
substances or waste,  if any, and the absence of a certificate of occupancy,  if
such is the case).

          1.05 At any time that Lessor determines to offer the Property for sale
(other than to an  Affiliate  (hereafter  defined) and other than the grant of a
mortgage),  before  Lessor so offers the  Property,  so long as there  exists no
Event of Default on the part of Lessee hereunder,  Lessor shall notify Lessee of
such intent. Lessee shall then have the right, within forty-five (45) days after
Lessor has given such notice,  to make an offer to and negotiate  with Lessor to
purchase  all,  but not less than all, of the  Property.  If Lessee  declines to
offer,  or Lessee tenders an offer but no agreement is reached within such time,
then Lessor shall be free to seek offers from and sell the Property to any third
party, but not on terms and conditions  (viewed as a whole)  substantially  less
favorable than those of Lessee's  offer;  provided,  however,  that Lessor shall
again  afford  Lessee  this right of first  offer  under the terms  hereof  with
respect to any sale of the  Property to a third  party  where the third  party's
offer is  received  more than twelve (12)  months  after the  expiration  of the
45-day  negotiation  period between Lessor and Lessee.  For the purposes of this
Section 1.05, the following definitions shall apply:

          (a)  "Affiliate"  shall mean any other Person  directly or  indirectly
controlling,  controlled by or under common control with,  such Person and shall
include,  if such Person is an  individual,  members of the immediate  family of
such Person, and trusts for the benefit of such individual.

          (b) "Person" shall mean an individual, corporation, partnership, joint
venture,  association,  joint-stock  company,  trust, limited liability company,
non-incorporated   organization   or  government  or  any  agency  or  political
subdivision thereof.

          (c)  "control"  (including  the  correlative  meanings  of  the  terms
"controlling",  "controlled by" and "under common control  with"),  as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to  direct or cause  the  direction  of the  management  policies  of such
Person,  whether  through the  ownership of voting  securities or by contract or
otherwise.



                                      -3-


          ARTICLE 2. Use of Property.
                     ---------------

          2.01. The Property  shall be used, and Lessee  covenants and agrees to
use the Property solely for the Permitted Use, and for no other use. Lessee will
not use or  occupy  or allow  the  Property  or any part  thereof  to be used or
occupied for any illegal,  unlawful, or hazardous purpose or use or in violation
of any  certificate  of occupancy or certificate of compliance or certificate of
need  covering or affecting the use of the Property or any part thereof and will
not suffer any act to be done or any condition to exist on the Property,  or any
part thereof, or any action to be brought thereon, which may, in law, constitute
a nuisance,  public or private,  or which may make it  impossible  to obtain the
insurance provided for herein.

          ARTICLE 3. Rent.
                     ----

          3.01. Lessee covenants and agrees to pay to Lessor, in lawful money of
the United States,  at the address specified above or such other place as Lessor
shall designate by notice to Lessee,  during the aforesaid term, a fixed rent at
the following annual rates:



   -------------------------------------------------------------------------------

                     Period                             Annual Rent
   -------------------------------------------------------------------------------

                                                    
                9/28/05 - 9/30/05                       $ 37,910.96
   -------------------------------------------------------------------------------

               10/01/05 - 9/30/10                      $4,612,500.00
   -------------------------------------------------------------------------------

               10/01/10 - 9/30/15                      $4,981,500.00
   -------------------------------------------------------------------------------

               10/01/15 - 9/30/20                      $5,380,020.00
   -------------------------------------------------------------------------------

               10/01/20 - 9/30/25                      $5,810,421.00
   -------------------------------------------------------------------------------

               10/01/25 - 9/30/35              95% of FMV, but no less than
                                               annual rent for preceding year
   -------------------------------------------------------------------------------

               10/01/35 - 9/30/45              95% of FMV, but no less than
                                               annual rent for preceding year
   -------------------------------------------------------------------------------

     For the  purposes of this rental  chart,  (i) the term "FMV" shall mean the
     fair market rental value as determined in accordance with Section  1.03(a);
     and  (ii)  the term  "Rent  Increase  Date"  shall  mean  any of  10/01/05,
     10/01/10,     10/01/15,     10/01/20,     10/01/25,     and/or     10/01/35
     -----------------------------------------------------------------------------


                  Such fixed rent (hereinafter sometimes called the "Net Rent")
shall be paid in equal monthly  installments each in advance on the first day of
each and every calendar month hereafter  during the term of this Lease,  without
any  abatement,  deduction  or  set-off  for any  reason  whatsoever,  except as
otherwise expressly provided in this Lease.

                                      -4-


          3.02.  It is the  purpose and intent of Lessor and Lessee that the Net
Rent shall be absolutely net to Lessor,  so that the Lease shall yield,  net, to
Lessor,  the net annual rent specified in Section 3.01 of this Article 3 in each
year during the term of this Lease and that all costs,  expenses and obligations
of every  kind and nature  whatsoever  in  connection  with or  relating  to the
Property shall be the obligation of Lessee and shall be paid by Lessee excluding
liens  placed on the  Property  by Lessor or caused by Lessor's  acts,  any debt
service or other  amounts  payable on any  indebtedness  of Lessor and any other
costs, expenses, liabilities or charges created or caused by Lessor that are not
the obligation of Lessee pursuant to the terms of this Lease.

          3.03.  Lessee  will also pay to Lessor  promptly  when due,  in lawful
money of the United States at the address specified above or such other place as
Lessor shall  designate by notice to Lessee,  without notice or demand  therefor
and  without any  abatement,  deduction  or set-off  for any reason  whatsoever,
except as otherwise  expressly  provided in this Lease,  as additional rent (the
"Additional  Rent"),  all sums,  Impositions  (as  defined in Article 4 hereof),
costs, expenses and other payments which Lessee in any of the provisions of this
Lease assumes or agrees to pay or which shall become due and payable from Lessee
to Lessor  under this Lease  (other  than Net  Rent),  and,  in the event of any
non-payment  thereof,  Lessor  shall have (in  addition to all other  rights and
remedies which Lessor may have  hereunder) all the rights and remedies  provided
for herein or by law or equity in the case of non-payment of the Net Rent.

          3.04. In the event any monthly installment of Net Rent or any payment
of Additional  Rent is not received by the Lessor within ten (10) days after the
day when due,  a late fee of three (3%) per month of the amount due shall be due
and payable until the full amount of the Net Rent installment or Additional Rent
payment is received by Lessor.

          3.05.  If the  Commencement  Date occurs on a day other than the first
day of a calendar month,  the Net Rent for such partial  calendar month shall be
prorated and paid on the Commencement  Date. Any apportionments or prorations of
Net Rent or Additional Rent to be made under this Lease shall be computed on the
basis of a 365-day year.

          ARTICLE 4.  Payment of Taxes, Assessments, Etc.
                      ----------------------------------

          4.01.  Except as hereinafter  provided in Section 4.02 of this Article
4, Lessee  covenants  and agrees to pay, not later than five (5) days before the
first day on which any  interest or penalty  will accrue or be assessed  for the
non-payment  thereof,  all of the following items applicable to or affecting the
Property or any part thereof accruing or payable from and after the Commencement
Date and  during  the term of this  Lease or  applicable  thereto:  (i) all real
estate taxes and assessments  (including,  without  limitation,  assessments for
special  business  improvement  or assessment  districts and impact fees),  (ii)
personal  property taxes,  (iii) occupancy and rent taxes,  (iv) water and sewer
rents,  rates and  charges,  and vault  taxes,  (v) county real estate taxes and
charges,  (vi)  charges for public  utilities,  (vii)  license and permit  fees,
(viii) any taxes,  assessments  or  governmental  levies,  general and  special,
ordinary  and  extraordinary,  foreseen and  unforeseen,  of any kind and nature
whatsoever  which at any time  prior to or during or  applicable  to the term of
this Lease or any part thereof (but only to the extent the same are attributable
to a period  prior to or  falling  within  the  Term) may be  assessed,  levied,

                                      -5-


confirmed,  imposed upon, or grow or accrue or become due and payable out of, or
charged with respect to, or become a lien on, the Property or any part  thereof,
or the sidewalks or streets in front of or adjoining the Property, or any vault,
passageway  or space in,  over or under such  sidewalk  or street,  or any other
appurtenances  to the  Property,  or any personal  property,  equipment or other
facility  used  in  the  operation  thereof,  or the  rent  or  income  received
therefrom,  or any  use or  occupation  of the  Property,  or the Net  Rent  and
Additional  Rent payable  hereunder,  or any document to which Lessee is a party
creating or  transferring  an interest or estate in the  Property,  and (ix) any
fines or penalties or similar  governmental  charges  applicable with respect to
any of the  foregoing,  together with interest and costs thereon (all such items
aforesaid being hereinafter  collectively referred to as "Impositions",  and any
of the same being  hereinafter  individually  referred  to as an  "Imposition");
provided, however, that

          (a) if, by law, any  Imposition  which is an assessment not related to
general  real  estate  taxes  may at the  option  of the  taxpayer  be  paid  in
installments (whether or not interest shall accrue on the unpaid balance of such
Imposition),  Lessee may  exercise  the option to pay the same (and any  accrued
interest on the unpaid balance of such Imposition) in installments  and, in such
event,  shall pay such  installments  plus interest as may become due during the
term of this Lease,  provided  that all such  payments  shall be made before any
fine,  penalty,  further  interest  or  other  charge  for  non-payment  of  any
installment may be added thereto and provided further that all such installments
for any such Imposition imposed or becoming a lien during the term of this Lease
shall be paid in full on or before the Expiration Date subject to  apportionment
as provided in paragraph (b) below.

          (b) any Imposition (including,  without limitation,  those Impositions
which have been converted into installment  payments by Lessee as referred to in
subsection (a) of this Section 4.01),  relating to a fiscal period of the taxing
authority,  a part of which period is included within the term of this Lease and
a part of which is included in a period of time before the commencement or after
the expiration of the term of this Lease,  shall (whether or not such Imposition
shall be assessed, levied, confirmed,  imposed upon or in respect of or become a
lien upon the Property, or shall become payable,  during the term of this Lease)
be adjusted  between Lessor and Lessee as of the  commencement and expiration of
the term of this  Lease,  as the  case may be,  so that  Lessor  shall  pay that
portion of such Imposition which that part of such fiscal period included in the
period of time after the expiration and prior to the commencement of the term of
this Lease  bears to such  fiscal  period,  and Lessee  shall pay the  remainder
thereof.

          Lessee shall exhibit to Lessor paid receipts,  if available,  or other
evidence  of payment  satisfactory  to Lessor for all of the above items in this
Section 4.01 within ten (10) days after request by Lessor.

          4.02.  Nothing herein contained shall require Lessee to pay municipal,
state or federal  income,  excess  profits,  capital levy,  estate,  succession,
inheritance,  transfer  or gift taxes of Lessor,  any  corporate  franchise  tax
imposed  upon  Lessor or any tax imposed  because of the nature of the  business
entity of Lessor; provided, however, that if at any time during the term of this
Lease,  the method of  taxation  prevailing  at the  Commencement  Date shall be
altered so that any new tax,  assessment,  levy (including,  but not limited to,
any  municipal,  state or  federal  levy),


                                      -6-


imposition or charge,  or any part thereof,  shall be measured by or be based in
whole or in part upon the Property  and shall be imposed  upon Lessor,  then all
such  new  taxes,  assessments,  levies,  impositions  or  charges,  or the part
thereof,  shall be deemed to be included  within the term  "Impositions"  to the
extent  that such  Impositions  would be payable if the  Property  were the only
property  of  Lessor  subject  to such  Impositions,  and  Lessee  shall pay and
discharge the same as herein provided in respect of the payment of Impositions.

          4.03. If permitted by applicable law, and provided no Event of Default
(hereinafter defined) is then in existence,  Lessee shall have right, at its own
expense,  to  contest  the  amount  or  validity,  in whole  or in part,  of any
Imposition by appropriate  proceedings  diligently  conducted in good faith, but
only after  payment of such  Imposition  if such payment is required in order to
prosecute  the contest  (which  payment may be made under  protest,  at Lessee's
option), unless such payment would operate as a bar to such contest or interfere
materially with the prosecution  thereof,  in which event,  notwithstanding  the
provisions  of Section  4.01 or 4.03 of this  Article 4, Lessee may  postpone or
defer payment of such Imposition, if and only if:

          (i) (a) neither the Property  (nor any other  premises owed by Lessor)
nor any part thereof  would by reason of such  postponement  or deferment be, in
the judgment of Lessor  (exercised in good faith),  in danger of being forfeited
or lost;  and (b) no  criminal  liability  could be, in the  judgment  of Lessor
(exercised in good faith),  imposed on Lessor by reason of such  postponement or
deferment, and

          (ii) if required in connection  with such  contest,  Lessee shall have
deposited with the assessing  body the amount so contested and unpaid,  together
with all interest and penalties.

          Upon the  termination  of any such  proceedings,  Lessee shall pay the
amount of such  Imposition or part thereof as finally  determined as due in such
proceedings,  the payment of which may have been deferred during the prosecution
of such proceedings, together with any costs, fees, interest, penalties or other
liabilities in connection therewith.

          Lessee  may,  if it shall so desire,  endeavor at any time or times to
obtain a lowering  of the  assessed  valuation  upon the  Property,  or any part
thereof,  for the purpose of reducing taxes thereon,  and in such event,  Lessor
will cooperate in effecting such reduction.

          4.04. Lessor shall not be required to join in any proceedings referred
to in Section 4.04 of this Article 4 unless the  provisions  of any law, rule or
regulation at the time in effect shall require that such  proceedings be brought
by and/or in the name of Lessor or any owner of the  Property,  in which  event,
Lessor  shall join in such  proceedings  or permit the same to be brought in its
name.  Lessor shall not be subject to any liability for the payment of any costs
or expenses in connection with any such  proceedings,  and Lessee will indemnify
and  save  harmless  Lessor  from  and  against  any such  costs  and  expenses,
including,  but not limited to, attorneys' fees and disbursements,  and from any
liability resulting from such proceeding. Lessee shall be entitled to any refund
with respect to any Imposition and penalties or interest thereon which have been
paid by Lessee (whether  directly or through escrowed funds), or which have been
paid by Lessor but previously reimbursed in full to Lessor by Lessee.

                                      -7-


          4.05.  Lessee shall make all payments of  Impositions  directly to the
appropriate taxing authorities.

          ARTICLE 5. Insurance.
                     ---------

          5.01. At all times during the term of this Lease,  Lessee,  at its own
cost and expense, shall carry and maintain insurance coverage set forth below in
the  name  of  Lessor,  Lessee  and the  holder  of any fee  mortgage  as  their
respective interests may appear.

          (i) Property  Insurance.  (a)  Insurance  on the Property  (including,
without limitation,  all improvements  thereto hereafter made by Lessee) and all
fixtures,  equipment and personal property, excluding inventory, at the Property
under an "All Risks of Physical  Loss" policy  (hereinafter  referred to as "All
Risks")  including,   without  limitation,   coverage  for  loss  or  damage  by
earthquake,  water, flood,  subsidence and sprinkler damage and perils and, when
and to the extent  obtainable  from the United  States  government or any agency
thereof at commercially  reasonable rates,  terrorism insurance  coverage;  such
insurance  to be  written  with  full  replacement  coverage  (the  "Replacement
Value"),  i.e.,  in an amount equal to the greater of (1) 100% of the full costs
of  replacement  of the  Property  and such  fixtures,  equipment  and  personal
property  (less the cost of  excavations,  foundations  and  footings  below the
basement  floor) or (2) an amount  sufficient to prevent  Lessee from becoming a
co-insurer of any loss under the  applicable  policy.  The  insurance  company's
determination  of the amount of  coverage  required in clause (1) above shall be
binding  and  conclusive  on Lessor  and  Lessee for  purposes  of the  coverage
required by clause (1). A stipulated value or agreed amount endorsement deleting
the co-insurance  provision of the policy shall be provided with such insurance.
If not  otherwise  included  within the "All Risks"  coverage  specified  above,
Lessee shall carry or cause to be carried,  by  endorsement  to such "All Risks"
policy, coverage against damage due to earthquake,  water and sprinkler leakage,
flood and  collapse  and shall be written  with  limits of  coverage  reasonably
required by Lessor.

               (b) The  Replacement  Value  shall  include  the  cost of  debris
removal  and  the  value  of  grading,  paving,  landscaping,   architects,  and
development fees.

          (ii) Liability  Insurance.  Comprehensive  general liability insurance
     with respect to the Property and the operations  related  thereto,  whether
     conducted on or off the Property,  against  liability for personal  injury,
     including bodily injury and death, and property damage.  Such comprehensive
     general   liability   insurance  shall  be  on  an  occurrence   basis  and
     specifically shall include:

               (a)  Contractual   Liability  to  cover  Lessee's  obligation  to
indemnify Lessor as required hereunder; and

               (b) Water damage and sprinkler leakage legal liability.

          All such insurance shall be in amounts not less than $1,000,000.00 per
occurrence  and  $2,000,000.00  in the aggregate  plus  umbrella  coverage in an
amount  not  less  than  $25,000,000.00  or  such  greater  amount  which  is in
accordance  with  Lessee's  current  liability

                                      -8-


policies or which Lessee is then maintaining for the Property. Such limits shall
be  subject  to  reasonable  increase  from time to time (but not more than once
every 24 months) in accordance with the limits then being customarily carried on
buildings  of  similar  age  and  construction  and  similarly  situated  as the
Property.  The maximum  deductible  shall be  $100,000.00.  If such  coverage is
provided under a multi-location  liability  policy,  the limits set forth herein
must be maintained on a per property basis.

          Notwithstanding the foregoing,  any insurance which Lessee is required
to obtain  pursuant to this Section  5.01(ii)  may be carried  under a "blanket"
policy  or  policies,  in an amount  equal to or  greater  than  $75,000,000.00,
covering other properties or liabilities of Lessee, provided that such "blanket"
policy or policies otherwise comply with the provisions of this Article 5.

          (iii) Boiler and Machinery  Insurance.  Boiler and Machinery Insurance
with limits as from time to time customary for like property of the same type of
installation  as the  Property  and  appropriate  in the  light  of the  cost of
repairing potential damage.

          (iv) Rent  Insurance.  Rent Insurance  ("Rent  Insurance") on the "All
Risks of Physical  Loss" basis in an amount equal to eighteen (18) months of the
then current Net Rent, Impositions and insurance premiums.

          (v) Miscellaneous  Insurance.  Such other insurance in such amounts as
from time to time  reasonably  may be  required  by Lessor  against  such  other
insurance  hazards as at that time are commonly  insured  against in the case of
premises of similar age and construction and similarly situated as the Property.

          5.02.  Lessee  further  covenants  and  agrees,  at its sole  cost and
expense,  to  take  out  and  maintain  at  all  times  all  necessary  worker's
compensation  insurance covering all persons employed by Lessee in and about the
Property.

          In addition to the insurance  carried by Lessee,  during the course of
any alteration or repair work undertaken by a contractor hired by or for Lessee,
Lessee shall  require such  contractor  to carry public  liability  insurance in
limits of not less  $5,000,000  or such other  amounts  reasonably  approved  by
Lessor.  Lessee  may at its option  afford  insurance  coverage  under a blanket
insurance  policy  instead of a separate  policy or policies,  provided that the
certificate or certificates  issued under such blanket insurance policy, and the
coverage afforded thereby, conforms in all respects to the requirements hereof.

          5.03.  All  insurance  provided for in this Article 5 shall be in such
form and shall be issued by such responsible  insurance companies licensed to do
business in the State of New Jersey and who  maintain a rating of at least (A) A
or higher from Standard & Poor's and (B) A-XV or higher from A.M. Best. Upon the
execution of this Lease, and,  thereafter,  not less than thirty (30) days prior
to the  expiration  dates of the  expiring  policies  required  pursuant to this
Article 5,  originals of the policies or renewal  certificates,  as the case may
be, bearing notations

                                      -9-


evidencing the payment of premiums or  accompanied by other evidence  reasonably
satisfactory to Lessor of such payment, shall be delivered by Lessee to Lessor.

          5.04. All policies of insurance provided for in sections 5.01 and 5.02
of this Article 5, excluding  coverage for Lessee's  manufacturing and materials
handling  equipment;   trash-handling   equipment,   industrial   waste-handling
equipment and dust-handling  equipment;  racks and conveyors;  modular safes and
vaults;  washers;  electrical  generators;  uninterrupted power supply equipment
associated  with  computer  room  use;  independent  air-conditioning  units for
computer  room use and all other  computer room  equipment and raised  flooring;
employee  lockers;  cafeteria  equipment;  security  equipment  (cameras,  metal
detectors and the like); the "ATLAS" clock that stands over the front-entry, and
other   equipment   used  in  the  conduct  of  Lessee's   business   operations
(collectively,   "Lessee's   Equipment")  and  personal  property  and  worker's
compensation,  shall name any mortgagee of the fee of the  Property,  Lessor and
Lessee as the insureds as their respective interests may appear.

          Subject to and in accordance  with the provisions of Article 6 hereof,
such policies shall also be payable,  if required by any fee mortgagee,  to such
fee  mortgagee  as the  interest of any such  mortgagee  may  appear,  excluding
coverage for Lessee's Equipment and personal property and worker's compensation.

          5.05.  Lessee  shall not violate or permit to be  violated  any of the
conditions,  provisions or requirements of any insurance policy required by this
Article 5, and Lessee  shall  perform,  satisfy  and comply  with or cause to be
performed,  satisfied and complied with or cause to be performed,  satisfied and
complied  with the  conditions,  provisions  and  requirements  of the insurance
policies  and the  companies  writing  such  policies  so  that,  at all  times,
companies reasonably acceptable to Lessor provide the insurance required by this
Article 5.

          5.06. Each policy of insurance  required to be carried pursuant to the
provisions of Article 5 shall contain (i) a provision that no act or omission of
Lessor or Lessee shall affect or limit the  obligation of the insurance  company
to pay the amount of any loss  sustained,  (ii) an agreement by the insurer that
such policy shall not be cancelled,  modified or denied renewal without at least
thirty (30) days prior  written  notice to Lessor,  (iii) an  agreement  that if
cancellation  is due to nonpayment  of premiums,  the insurer will so specify in
the notice given in (ii) above and will reinstate the policy upon payment of the
premiums by Lessor or a fee  mortgagee and (iv) a waiver of  subrogation  by the
insurer.

          5.07.  If by reason  of  changed  economic  conditions  the  insurance
amounts referred to in this Lease become inadequate,  upon Lessor's request, the
limits shall be  reasonably  increased by Lessor from time to time (but not more
often than once every 24 months) to meet changed circumstances including but not
limited to changes in  purchasing  power of the dollar and changes  indicated by
the course of plaintiffs'  verdicts in personal injury actions in the applicable
court,  Morris County,  State of New Jersey,  but any changes in limits shall be
consistent with what is customary for buildings of similar age, size,  location,
construction and use.


                                      -10-


          ARTICLE 6. Damage or Destruction.
                     ---------------------

          6.01. In case of damage to or  destruction of the Property or any part
thereof by fire or other  casualty,  Lessee will  promptly  give written  notice
thereof to Lessor and shall,  in accordance  with the provisions of this Article
and all other  provisions of this Lease,  restore the same as nearly as possible
to its  value,  condition  and  character  immediately  prior to such  damage or
destruction,  subject to Lessee's right to make  alterations in conformity  with
and subject to the  conditions of Article 9 hereof,  and in conformity  with the
plans and  specifications  required  to be prepared  pursuant  to Section  6.02,
whether or not (i) such damage or destruction has been insured or was insurable,
(ii) Lessee is entitled to receive any insurance  proceeds,  or (iii)  insurance
proceeds  are  sufficient  to pay in full  the cost of the  restoration  work in
connection with such restoration.  Such restoration shall be commenced  promptly
(but no later than 60 days after the  occurrence  of such damage or  destruction
subject to Unavoidable Delays (hereinafter defined)) and shall be prosecuted and
completed expeditiously and with utmost diligence,  Unavoidable Delays excepted.
Lessor,  its  agents  and  mortgagees,  may,  from  time to  time,  inspect  the
restoration without notice in the event of an emergency or, in other cases, upon
reasonable advance notice to Lessee during normal business hours.

          6.02. In the event of any damage or destruction of the Property or any
part thereof by fire or other casualty, and the estimated cost to repair exceeds
Five Hundred Thousand Dollars ($500,000.00),  Lessee agrees to furnish to Lessor
at least twenty (20) days before the  commencement  of the  restoration  of such
damage or destruction, the following:

          (i) complete plans and specifications for such restoration prepared by
a licensed  and  reputable  architect  reasonably  satisfactory  to Lessor  (the
"Architect"),  which  plans and  specifications  shall meet with the  reasonable
approval  of Lessor,  together  with the  approval  thereof by all  governmental
authorities  then  exercising  jurisdiction  with regard to such work, and which
plans and  specifications  shall be and become the sole and absolute property of
Lessor in the event that, for any reason, this Lease shall be terminated.

          (ii) contracts then customary in the trade with (a) the Architect, and
(b) with a reputable and responsible  contractor  reasonably approved by Lessor,
providing for the completion of such  restoration in accordance  with said plans
and  specifications,  which contracts shall meet with the reasonable approval of
Lessor.

          (iii)  assignments  of  the  contracts  with  the  Architect  and  the
contractor so furnished, duly executed and acknowledged by Lessee, the Architect
and the  contractor by its terms to be effective  upon any valid  termination of
this Lease or upon Lessor's  re-entry  upon the Property  following a default by
Lessee prior to the complete performance of such contract.

          (iv)  certificates  of  insurance  as set forth in Section 5.02 and as
otherwise reasonably required by Lessor.

          6.03.  All  insurance  money on account of such damage or  destruction
shall be paid to Lessor or any mortgagee of the fee, and such  insurance  money,
less the reasonable cost

                                      -11-


incurred by Lessor or such mortgagee in connection  with  adjustment of the loss
and the collection  thereof and Lessor's review of the plans and  specifications
and contracts,  shall be applied by Lessor and any such mortgagee to the payment
of the  cost of the  aforesaid  restoration,  including  the  cost of  temporary
repairs  or for  the  protection  of the  Property  pending  the  completion  of
permanent  restoration (all of which temporary  repairs,  protection of Property
and  permanent  restoration  are  hereinafter  collectively  referred  to as the
"Restoration"),  and,  upon  written  request of the Lessee shall be paid out to
Lessee  from  time to time  (but no more  often  than  once per  month)  as such
Restoration  progresses  pursuant to the provisions of this Section and shall be
received  by  Lessee  in  trust  for the  purposes  of  paying  the cost of such
Restoration.  The receipt by Lessor of the following are conditions precedent to
each payment of insurance money to be made to Lessee pursuant to this Section:

          (i) a  requisition  ("Requisition")  signed by Lessee,  dated not more
than thirty (30) days prior to such request, certifying the following:

               (a) that the sum then  requested  either has been paid by Lessee,
and/or is justly due to  contractors,  subcontractors,  materialmen,  engineers,
architects or other persons who have  rendered  services or furnished  materials
for the Restoration  therein  specified,  and giving a brief description of such
services  and  materials  and the several  amounts so paid and/or due to each of
said persons in respect thereof,  and stating that no part of such  expenditures
has been or is being made the basis,  in any previous or then  pending  request,
for the  withdrawal  of insurance  money or has been made out of the proceeds of
insurance  received by Lessee,  that the sum then  requested does not exceed the
value of the services and materials  described in the Requisition,  and stating,
in  reasonable  detail,  the  progress  of  the  work  in  connection  with  the
Restoration up to the date of the Requisition; and

               b) that, to the best of Lessee's knowledge, except for the amount
in such Requisition due for services or materials, there is no other amount then
due for labor,  wages,  materials,  supplies or services in connection  with the
Restoration, which, if unpaid, might become the basis of a vendor's, mechanic's,
laborer's,  or materialman's  statutory or similar lien upon such Restoration or
upon the Property or any part thereof.

          (ii) a certificate or report of a title insurance company satisfactory
to Lessor or such fee mortgagee,  or other evidence  reasonably  satisfactory to
Lessor or such fee  mortgagee,  to the effect that there has not been filed with
respect to the Property or any part thereof or upon Lessee's  leasehold interest
therein any  vendor's,  mechanic's,  laborer's,  materialman's  or other lien in
respect of such  services  rendered or  materials  furnished  which has not been
discharged of record.

          Simultaneously  with  receipt of the  insurance  money,  Lessee  shall
deliver  to Lessor  acknowledgments  of  payment  and  waivers  of lien from all
vendors,  mechanics and laborers  receiving  payment,  to the extent of the work
performed  through  the date of the  previous  request by Lessee  for  insurance
money.

                                      -12-


          Notwithstanding any provision of this Section 6.03 to the contrary, if
the proceeds of insurance are Five Hundred  Thousand  Dollars  ($500,000.00)  or
less, the full proceeds shall be disbursed in a lump sum to Lessee upon evidence
that the  Restoration  has been  completed,  without  satisfying  the conditions
precedent to payment of the insurance money set forth in this Section.

          6.04.  If the net  insurance  money as  aforesaid  at the time held by
Lessor or any such fee mortgagee or mortgagees  shall be insufficient to pay the
entire  cost of such  Restoration,  Lessee will pay the  deficiency,  and Lessee
shall  immediately  upon  request  of Lessor or such fee  mortgagee  at any time
deposit  with Lessor or such fee  mortgagee  cash or other  security  reasonably
satisfactory  to  Lessor  or  such  fee  mortgagee  to  secure  payment  of such
deficiency.

          6.05.  Upon receipt by Lessor or any such fee  mortgagee or mortgagees
of  satisfactory  evidence of the  character  required by Section  6.03 that the
Restoration  has  been  completed  and  paid  for in  full  (including,  without
limitation,  a true copy of the permanent or temporary  certificate of occupancy
for the building if a new  certificate  is being issued or if the then  existing
certificate  is modified,  and a then current,  complete set of "as built" plans
for the building) and that there are no Events of Default then in existence, any
balance  of the  insurance  money at the  time  held by  Lessor  or any such fee
mortgagee  or  mortgagees  may be  retained  by Lessee and shall be  returned to
Lessee.  Lessee  shall not be entitled to any interest on any sums of money held
under this Article 6 by Lessor or by any fee mortgagee.

          6.06.  (i) If the Property  shall be  partially or totally  damaged or
destroyed  by fire or other  casualty,  Lessee  shall  restore  such  damage  or
destruction  as previously  provided in this Article 6, Net Rent and  Additional
Rent shall  continue  to be due and payable as if no damage or  destruction  had
occurred, and this Lease shall remain in full force and effect.

          6.07. Notwithstanding any provision in Article 6 or 7 to the contrary,
in case of damage  to or  destruction  of all or a  substantial  portion  of the
Property  by  fire  or  other  casualty  ("Major  Casualty"),  or  if  all  or a
substantial  part  of the  Property  is  taken  or  condemned  for a  public  or
quasi-public  use (a sale in lieu of  condemnation  to be  deemed  a  taking  or
condemnation) ("Major Condemnation"),  and: (a) in the case of a Major Casualty,
such Major Casualty (i) shall be deemed a "total loss" for insurance purposes or
(ii) shall be determined to be a loss of such dimension that the Property cannot
be completely restored or rebuilt within two hundred seventy (270) days computed
after the hypothetical date of commencement of such construction;  or (b) in the
case  of  major  Condemnation  (other  than  a  temporary  taking),  such  Major
Condemnation  shall,  in  Lessee's  reasonable  judgment,  render  the  Property
unsuitable for restoration for continued use and occupancy of Lessee's business;
or (c) in either  case,  the Major  Casualty or Major  Condemnation  in question
occurs during the last two years of Lease term and the reasonably estimated cost
of restoration  is more than fifty percent (50%) of the full insurable  value of
the  Property  (any Major  Casualty or Major  Condemnation  described  in any of
clauses (a) through (c) above being referred to herein as a "Major Loss Event");
then Lessee may, at its option, exercisable not later than sixty (60) days after
the date of such Major Loss  Event,  deliver  to Lessor  notice (a  "Termination
Notice") of its  intention  to terminate  this Lease on the next rental  payment
date that  occurs  not less than  thirty  (30) days after the  delivery  of such
notice

                                      -13-


(also the  "Termination  Date"),  which  Termination  Notice must  include or be
accompanied  by  evidence  or  documentation  reasonably  acceptable  to  Lessor
demonstrating that the applicable conditions of clause (a), clause (b) or clause
(c) above have been satisfied.  Upon such termination of the Lease in accordance
with this  Section  6.07,  Lessee and Lessor  shall have no further  obligations
hereunder,  except to the extent such obligations are to survive the termination
of this Lease as otherwise  provided in this Lease, and Lessor shall be entitled
to receive any and all insurance proceeds received in connection with such Major
Casualty,  or any and all awards paid by the condemning  authority in connection
with  such  Major  Condemnation,   excluding  awards  for  Lessee's  moving  and
relocation expenses,  business interruption and Lessee's Equipment, which Lessee
shall be entitled  to receive and retain,  as long as such award does not reduce
the award  otherwise  payable to Lessor.  If Lessee  fails timely to deliver the
Termination  Notice,  together with the required  evidence  documentation of the
occurrence of a Major Loss Event, in accordance  herewith,  Lessee shall have no
further  right to  terminate  this  Lease on  account of the Major Loss Event in
question.  For purposes of clause (c) above only,  "full insurable  value" shall
mean  replacement  cost,  less  the  cost of  footings,  foundations  and  other
structures below grade.

          6.08 To the extent the provisions of this Article or otherwise in this
Lease shall conflict with the provisions of any laws of the State of New Jersey,
or any  agency or  political  subdivision  thereof,  controlling  the rights and
obligations  of  parties  to  leases  in the  event of  damage  by fire or other
casualty to leased  space,  the  provisions of this Article and this Lease shall
govern and control and such conflicting laws shall be deemed expressly waived by
the parties hereto.

          ARTICLE 7. Condemnation.
                     ------------

          7.01.  If any part of the Property is taken or condemned  for a public
or  quasi-public  use (a sale in lieu of  condemnation  to be deemed a taking or
condemnation),  this Lease shall, as to the part taken, terminate as of the date
title shall vest in the condemnor and continue in full force as to the remainder
and in the  event of such a partial  taking,  the Net Rent and  Additional  Rent
shall be equitably adjusted by Lessor and Lessee taking into account the portion
of the Property so taken, and Lessee, at its cost and expense,  shall proceed to
restore, subject to Unavoidable Delays, the remaining portion of the Property to
a complete  architectural  unit,  to the  extent  practicable  and  economically
feasible in Lessee's  reasonable  judgment,  whether or not the net condemnation
award  is  sufficient  to pay  in  full  the  cost  of  such  restoration.  Such
restoration  work shall be performed in the same manner and pursuant to the same
conditions  as set forth in Article 6 hereof with  respect to  restoration  as a
result of a fire or  casualty.  In the event the parties  cannot agree upon such
rent  adjustment  referred to above,  then such  dispute  shall be  submitted to
arbitration  and any decision  thereof  shall be final and binding.  In any such
event,  Lessee  waives all claims  against  Lessor and covenants and agrees that
Lessee  will  make no claim by  reason of the  partial  taking of the  Property.
Lessor  shall be entitled  to receive any and all awards paid by the  condemning
authority  in  connection   with  such  partial   taking,   provided  that  such
condemnation  award received by Lessor,  less the  reasonable  costs incurred by
Lessor in connection  with the  collection of such award and Lessor's  review of
the plans and  specifications  and contracts,  shall be applied,  to the cost of
such  restoration,  subject  to the same  conditions  to

                                      -14-


release set forth in  Articles  6.03 and 6.04  hereof.  Any balance of the award
remaining  after   completion  of  such   restoration  and  not  used  for  such
restoration, may be retained by Lessor.

          7.02. Notwithstanding the foregoing provisions of Section 7.01, in the
case of such partial  taking,  if Lessee  shall  reasonably  determine  that the
remaining  portion  of the  Property  cannot  practicably  be so  restored  to a
complete  architectural  unit  or  that  such  restoration  is not  economically
feasible or that after such  restoration the remainder of the Property would not
be suitable for the use  permitted  hereunder,  then Lessee may  terminate  this
Lease as to the remainder of the Property and upon such termination,  Lessee and
Lessor shall have no further  obligations  hereunder,  except to the extent such
obligations are to survive the  termination of this Lease as otherwise  provided
in this Lease,  and Lessor  shall be entitled to receive any and all awards paid
by the  condemning  authority in connection  with such  condemnation,  excluding
awards for Lessee's moving and relocation  expenses,  business  interruption and
Lessee's  Equipment,  which Lessee  shall be entitled to receive and retain,  as
long as such award does not reduce the award otherwise payable to Lessor.

          7.03.  In  the  event  of  total  condemnation  (a  sale  in  lieu  of
condemnation to be deemed a taking or condemnation),  this Lease shall terminate
as of the date title shall vest in the  condemnor  and,  upon such  termination,
Lessor and Lessee  shall have no further  obligations  hereunder,  except to the
extent  such  obligations  are to  survive  the  termination  of this  Lease  as
otherwise provided in this Lease and Lessor shall be entitled to receive any and
all  awards  paid  by  the   condemning   authority  in  connection   with  such
condemnation,  excluding  awards for Lessee's  moving and  relocation  expenses,
business interruption and Lessee's Equipment,  which Lessee shall be entitled to
receive  and retain,  as long as such award does not reduce the award  otherwise
payable to Lessor.

          ARTICLE 8. Repairs and Maintenance.
                     -----------------------

          8.01. Lessee shall, at its own cost and expense, keep and maintain the
Property  in good  condition  and  repair  and make all  necessary  repairs  and
replacements to the Property,  whether structural or non-structural,  including,
but not limited to, the pipes, water, sewage and septic system,  heating system,
plumbing  system,  window glass,  fixtures,  and all other  appliances and their
appurtenances  and all equipment and personal  property used in connection  with
the  Property  so that the  Property is in at least the same  condition  as when
received  by  Lessee,  reasonable  wear  and tear  excepted.  Such  repairs  and
replacements,  interior and exterior,  structural and  non-structural,  shall be
made  promptly,  as and when  necessary  so that the Property is in at least the
same  condition as when received by Lessee,  reasonable  wear and tear excepted.
All repairs and replacements shall be in quality and class at least equal to the
original work. On default of the Lessee in making such repairs or  replacements,
the Lessor may, but shall not be required to, make such repairs and replacements
for the  Lessee's  account,  and the  expense  thereof  together  with  Interest
(hereinafter  defined) thereon shall constitute and be collectible as Additional
Rent.  Lessee  shall  maintain at its sole cost and expense all  portions of the
Property in a clean and orderly condition,  free of dirt, rubbish, snow, ice and
unlawful  obstructions.

          ARTICLE 9. Alterations and Improvements by Lessee.
                     --------------------------------------

                                      -15-


          9.01.  Lessee may make any  nonstructural,  interior  and/or  exterior
alterations, changes, additions,  improvements,  reconstructions or replacements
of any of the Property ("Alteration"),  other than those which would result in a
permanent diminution in the value of the Property. Lessee shall obtain the prior
written  consent  of Lessor to (i) any  non-structural  Alteration  which  would
result in a permanent diminution in the value of the Property, which consent may
be withheld in Lessor's  sole  discretion,  or (ii) any  structural  Alteration,
which consent shall not be unreasonably withheld.

          9.02 Lessee shall do all such work in a good and  workmanlike  manner,
at its own cost, and in accordance with all laws and legal requirements.  Lessee
shall  discharge,  within sixty (60) days (by payment or by filing the necessary
bond, or otherwise),  any  mechanics',  materialmen's  or other lien against the
Property  and/or  Lessor's  interest  therein,  which  lien may arise out of any
payment due for any labor, services, materials, supplies, or equipment furnished
to or for Lessee in, upon, or about the Property.

          9.03 All  fixtures,  work,  alterations,  additions,  improvements  or
equipment  installed or made by Lessee, or at Lessee's  expense,  upon or in the
Property shall be the Property of Lessor.  Notwithstanding the foregoing, Lessor
shall have the right and  privilege:  (a) at the time Lessee  requests  Lessor's
consent to an alteration,  if such consent is required,  or, (b) if such consent
is not required, upon Lessee's request to be advised whether or not removal will
be  required,  and if  Lessee  does not so  request,  than at any time up to six
months prior to the  expiration of the term of this Lease,  to serve notice upon
Lessee that any such fixtures,  work,  alterations,  additions,  improvements or
equipment  shall be  removed  by the  termination  of the term of this Lease (or
within a reasonable  time prior to the termination of the term of this Lease, if
termination  is other than by the  natural  expiration  of the  term),  in which
event,  Lessee  shall,  at its own  cost  and  expense  and at or  prior  to the
expiration  of the term of this  Lease,  remove  same in  accordance  with  such
request, and restore the Property to its original condition, reasonable wear and
tear excepted.  If Lessee fails to so remove and restore,  Lessor shall have the
right to remove  such  property  and to dispose  of the same and to restore  the
Property without  accountability to Lessee,  and at the sole cost and expense of
Lessee. In the event of any damage to the Property as a result of the removal of
such  property,  Lessee  shall  immediately  repair  such  damage or, in default
thereof,  shall immediately upon request reimburse Lessor for Lessor's costs and
expenses in repairing  such damage,  and the  provisions of this sentence  shall
survive the  expiration  of the term of this Lease.  All Lessee's  Equipment and
other personal  property and moveable  equipment  owned by Lessee upon or in the
Property  shall remain the property of Lessee unless Lessee fails to remove such
personal  property or equipment  upon  termination of this Lease or surrender by
Lessee of the Property to Lessor all in accordance with the provisions set forth
above with  respect to removals at Lessor's  request.

          ARTICLE 10. Discharge of Liens.
                      ------------------

          10.01.  Lessee  shall not  create or  permit to be  created  any lien,
encumbrance  or charge  upon the  Property  or any part  thereof  or the  income
therefrom or this Lease or the leasehold estate created hereby, and Lessee shall
not suffer any other matter or thing whereby the

                                      -16-


estate,  rights and/or interest of Lessee and/or Lessor (or any part thereof) in
the  Property  or any  part  thereof  might  be  encumbered  by any  such  lien,
encumbrance or charge.

          10.02. If any mechanic's, laborer's or materialman's lien shall at any
time be filed  against the Property or any part thereof,  Lessee,  within twenty
(20)  days  after  notice  of the  filing  thereof,  will  cause  the same to be
discharged of record by payment,  deposit,  bond,  order of a court of competent
jurisdiction  or  otherwise.  If  Lessee  shall  fail to cause  such  lien to be
discharged within the period aforesaid,  then, in addition to any other right or
remedy Lessor may have hereunder or at law or equity,  Lessor may, but shall not
be obligated to,  discharge the same and Lessor shall be entitled,  if Lessor so
elects,  to compel the prosecution of an action for the foreclosure of such lien
by the lienor and to pay the amount of the  judgment in favor of the lienor with
interest,  costs and allowances.  Any amount so paid by Lessor and all costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  incurred by Lessor in connection  with the discharge of the lien
and/or the prosecution of such action,  together with Interest  thereon from the
respective  dates of Lessor's making of the payment or incurring of the cost and
expense to the date Lessee  reimburses  Lessor for such amount shall  constitute
Additional  Rent  payable by Lessee under this Lease and shall be paid by Lessee
to Lessor immediately on demand.

          10.03. Nothing in this Lease contained shall be deemed or construed in
any way as constituting the consent or request of Lessor,  expressed or implied,
by  inference  or  otherwise,  to  any  contractor,  subcontractor,  laborer  or
materialman  for the performance of any labor or the furnishing of any materials
for any  specific  improvement,  alteration  to or repair of the Property or any
part   thereof.

          ARTICLE 11. Compliance with Laws, Ordinances, Etc.
                      -------------------------------------

          11.01. Throughout the term of this Lease, Lessee, at its sole cost and
expense,  will promptly comply in all respects with all present and future laws,
ordinances,  orders, rules,  regulations and requirements of all federal,  state
and  municipal  governments,   departments,  commissions,  boards  and  officers
(including,  without  limitation,  all environmental laws,  ordinances,  orders,
rules,  regulations and requirements),  and all orders, rules and regulations of
the National Board of Fire Underwriters,  or any other body or bodies exercising
similar functions,  foreseen or unforeseen,  ordinary, as well as extraordinary,
which may be applicable  to the Property or any part thereof and the  sidewalks,
alleyways, passageways, curbs and vaults adjoining the Property or to the use or
manner of use of the  Property  or the  owners,  tenants or  occupants  thereof,
whether or not such law, ordinance, order, rule, regulation or requirement shall
necessitate  structural  changes or improvements or other work or interfere with
the use and enjoyment of the Property.

          11.02.  Lessee shall likewise  observe and comply in all respects with
the  requirements  of all  policies  of  public  liability,  fire and all  other
policies of  insurance at any time in force with respect to the Property and the
improvements  thereon,  and Lessee  shall,  in the event of any violation or any
attempted  violation  of the  provisions  of  this  Section  11.02,  take  steps

                                      -17-


immediately upon knowledge of such violation or attempted violation to remedy or
prevent the same, as the case may be.

          11.03.  Lessee agrees to perform all obligations of Lessor and pay all
expenses  which Lessor or Lessee may be required to pay in accordance  with, and
to comply and cause the Property to comply in all respects with all of the terms
and conditions of, any reciprocal  easement  agreement or any other agreement or
document  of record now  affecting  the  Property  or  hereafter  executed  with
Lessee's written consent during the term hereof.

          ARTICLE 12.  Lessor's Right to Perform Lessee's Covenants.
                       --------------------------------------------

          12.01. If, after any applicable grace and/or notice period but without
notice or grace in the case of an  emergency,  Lessee  shall at any time fail to
pay any  Imposition in accordance  with the provisions of Article 4 hereof or to
take out, pay for,  maintain or deliver any of the insurance  policies  provided
for in Article 5 or Article 9 hereof, or shall fail to make any other payment or
perform any other act on its part to be made or performed  under this Lease,  or
shall  default in the  performance  of any of its  obligations  under this Lease
(hereinafter  referred to as  "Breaches"),  then Lessor,  or any fee  mortgagee,
without  thereby  waiving  such Breach or releasing  Lessee from any  obligation
contained in this Lease,  may (but shall not be obligated to),  perform the same
for the  account of and with the expense  thereof to be paid by Lessee,  and may
(but  shall be under no  obligation  to) enter  upon the  Property  for any such
purpose and take all such action thereon, as may be necessary therefor.

          12.02.  All sums so paid by Lessor or any fee  mortgagee  pursuant  to
Section 12.01 above and all costs and expenses,  including,  without limitation,
all  reasonable  legal  fees and  disbursements  incurred  by  Lessor or any fee
mortgagee in connection with the performance of any such act pursuant to Section
12.01  above,  together  with  Interest  thereon  from the  respective  dates of
Lessor's or such fee  mortgagee's  making of each such  payment or  incurring of
each  such  cost and  expense  to the date  paid by Lessee to Lessor or such fee
mortgagee  shall  constitute  Additional Rent payable by Lessee under this Lease
and  shall be paid by Lessee to  Lessor  or such fee  mortgagee  immediately  on
demand.

          ARTICLE 13. Entry on Property By Lessor.
                      ---------------------------

          13.01. Lessee will permit Lessor and its authorized representatives to
enter the Property at all reasonable  times and hours upon reasonable  notice to
Lessee for the purpose of (i) inspecting the same, and (ii) making any necessary
repairs  thereto and  performing any work therein that Lessor may be entitled to
make or perform,  respectively,  pursuant  to the  provisions  of Section  12.01
hereof.  Nothing  herein  shall imply any duty upon the part of Lessor to do any
such work,  and  performance  thereof by Lessor shall not constitute a waiver of
Lessee's default in failing to perform the same.

          ARTICLE 14. Indemnification of Lessor.
                      -------------------------

          14.01.  Lessee will  indemnify and save harmless  Lessor and any joint
venturer of Lessor against and from all liabilities,  suits, obligations, fines,
damages, penalties, claims, costs,

                                      -18-


charges  and  expenses,  judgments  and  causes  of  action  including,  without
limitation,  architects'  and attorneys'  fees and  disbursements,  which may be
imposed  upon or incurred by or asserted  against  Lessor  and/or any such joint
venturer  by reason of any of the  following  occurring  during the term of this
Lease:

          (i) any work or thing  done in, on or about the  Property  or any part
thereof;

          (ii)   any  use,   non-use,   possession,   occupation,   restoration,
alteration,  repair,  condition,  operation,  maintenance  or  management of the
Property  or any part  thereof or any  street,  alley,  sidewalk,  curb,  vault,
passageway or space adjacent thereto;

          (iii)  any  negligence  on the part of  Lessee  or any of its  agents,
contractors, servants, employees, sublessees, licensees or invitees;

          (iv) any accident,  injury (including,  without limitation,  death) or
damage  to any  person  or  entity  or  property  occurring  in, on or about the
Property  or any part  thereof or any  street,  alley,  sidewalk,  curb,  vault,
passageway, or space adjacent thereto, unless due to the negligence of Lessor or
its agents;

          (v) any failure on the part of Lessee to perform or comply with any of
the  covenants,   agreements,  terms,  provisions,   conditions  or  limitations
contained in this Lease on its part to be performed or complied with;

          (vi) any liability which may be asserted against Lessor or any lien or
claim which may be alleged to have arisen against or on the Property,  under any
law,  ordinance,  order,  rule,  regulation or requirement  of any  governmental
authority, unless due to the negligence of Lessor or its agents;

          (vii) any  failure on the part of Lessee to keep,  observe and perform
any of the terms, covenants, agreements,  provisions,  conditions or limitations
contained in any occupancy agreements,  concession agreements or other contracts
and agreements affecting the Property,  on Lessee's part to be kept, observed or
performed;

          (viii) any tax or fee  attributable  to the  execution or recording of
this Lease or any memorandum thereof charged by any governmental authority; or

          (ix) any contest  permitted  pursuant to the provisions of any Article
of this Lease.

          The  obligations  of Lessee under this Article 14 shall not in any way
be affected by the absence or presence in any case of covering  insurance  or by
the failure or refusal of any insurance carrier to perform any obligation on its
part under insurance policies affecting the Property.

          In case any claim,  action or  proceeding  is made or brought  against
Lessor by reason of any of the  foregoing  events to which  reference is made in
this Section  14.01,  then  Lessee,  upon  written  notice from Lessor will,  at
Lessee's  sole  cost and  expense,  resist  or  defend

                                      -19-


such claim,  action or proceeding,  in Lessor's  name, if necessary,  by counsel
approved,  in writing,  by Lessor,  such approval not be unreasonably  withheld.
Notwithstanding  the foregoing,  Lessor may engage its own counsel,  at Lessor's
sole  cost and  expense  (notwithstanding  any  provision  in this  Lease to the
contrary), to defend it or to assist in its defense.

          14.02.  The provisions of Section 14.01 shall survive the  termination
or expiration of this Lease.

          ARTICLE 15. Assignments, Subletting, Mortgages.
                      ----------------------------------

          15.01.  Lessee shall have the right to assign this Lease, or to sublet
the whole or any part of the Property, for use for any lawful purpose,  provided
Lessee  shall  remain  liable for the  obligations  of Lessee  hereunder,  which
liability  of Lessee  shall be and remain  that of a primary  obligor  and not a
guarantor or surety.  Lessee  agrees that in the case of an  assignment  of this
Lease,  Lessee shall,  within fifteen (15) days after the execution and delivery
of any such  assignment,  deliver to Lessor  (i) a  duplicate  original  of such
assignment in recordable form and (ii) an agreement executed and acknowledged by
the assignee in recordable  form wherein the assignee  shall agree to assume and
agree to observe and perform  all of the terms and  provisions  of this Lease on
the part of the Lessee to be observed and  performed  from and after the date of
such assignment.  In the case of a sublease,  Lessee shall,  within fifteen (15)
days after the  execution  and  delivery of such  sublease,  deliver to Lessor a
duplicate original of such sublease.

          15.02 Upon the occurrence of, and during the  continuance of, an Event
of Default  under this Lease,  Lessor  shall have the right to collect and enjoy
all rents and  other  sums of money  payable  under any  sublease  of any of the
Property,  and Lessee hereby irrevocably and unconditionally  assigns such rents
and money to Lessor,  which  assignment may be exercised upon and after (but not
before) the occurrence of an Event of Default.

          ARTICLE 16. Surrender.
                      ---------

          16.01.  Lessee shall on the last day of the term  hereof,  or upon any
earlier  termination  of this  Lease,  or upon any  re-entry  by Lessor upon the
Property  pursuant to Article 17 hereof,  surrender  and deliver up the Property
and all fixtures and equipment used in the operation of the building,  excluding
Lessee's  Equipment  and  Lessee's  personal  property,  now or hereafter at the
Property  into  the  possession  and use of  Lessor  in the  same  condition  as
received,  reasonable  wear and tear  excepted,  and free and clear of any liens
created by Lessee or  resulting  from the acts or  omissions  of Lessee.  Lessee
shall at no time during the term of this Lease  remove any fixtures or equipment
used in the  operation  of the  building  from  the  Property  (except  personal
property  and  Lessee's  Equipment,  which may be removed and not  replaced,  in
Lessee's  sole  discretion)  except  Lessee may  remove  from the  Property  any
equipment or other personal property which is obsolete or unfit for use or which
is no longer useful in the  operation of the Property so long as such  equipment
and/or other personal  property are immediately  replaced with equipment  and/or
other personal property,  as the case may be, which are current, fit for use and
useful in the operation of the Property and Lessee  complies with any applicable
provisions of the Lease with respect  thereto (i.e.,  requirements in connection
with  alterations).  Nothing  in this

                                      -20-


Article 16 shall in any way be deemed to affect any of Lessee's  obligations  as
to the use of the  Property  set forth in Article 2 of this  Lease.

          ARTICLE 17. Default Provisions.
                      ------------------

          17.01.  Each of the  following  events  shall be an "Event of Default"
hereunder:

          (i)  Default  by  Lessee  in  paying  any  installment  of Net Rent or
Additional Rent or in making any deposit  required  pursuant to Article 4, which
default continues for five (5) days after notice from Lessor; provided, however,
with  respect to the  payment of Net Rent only,  Lessee  shall be entitled to an
additional  period of five (5) days  after  the  expiration  of the cure  period
stated herein, if such default occurs on any Rent Increase Date.

          (ii) If Lessee shall file a voluntary  petition in bankruptcy or shall
be  adjudicated  a bankrupt or  insolvent,  or shall file any petition or answer
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under present or any future  bankruptcy act or any
other  present or future  applicable  federal,  state or other statute or law or
other law, ordinance, order, rule, regulation or requirement of any governmental
authority,  or shall seek or consent to or acquiesce in the  appointment  of any
trustee,  receiver or liquidator of Lessee or of all or any substantial  part of
its properties or of Lessee's leasehold estate with respect to the Property;

          (iii)  If  within  sixty  (60)  days  after  the  commencement  of any
proceeding against Lessee seeking any reorganization,  arrangement, composition,
readjustment,  liquidation,  dissolution  or similar relief under the present or
any future  federal  bankruptcy  act or any other  present or future  applicable
federal,  state or other statute or law or other law,  ordinance,  order,  rule,
regulation or requirement of any governmental  authority,  such proceeding shall
not have been  stayed or  dismissed,  or if,  within  sixty  (60) days after the
appointment,  without the consent or  acquiescence  of Lessee,  of any  trustee,
receiver  or  liquidator  of  Lessee  or of all or any  substantial  part of its
properties or of Lessee's  leasehold  estate with respect to the Property,  such
appointment shall not have been vacated or stayed on appeal or otherwise, or if,
within thirty (30) days after the expiration of any such stay, such  appointment
shall not have been vacated; or

          (iv) Default by Lessee in observing or  performing  one or more of the
other  terms,  conditions,  covenants  or  agreements  of  this  Lease  and  the
continuance  of such  default  for a period of thirty  (30) days  after  written
notice by Lessor  specifying such default (unless such default  requires work to
be performed, acts to be done, or conditions to be removed which cannot by their
nature reasonably be performed, done or removed, as the case may be, within such
thirty (30) day period,  in which case no such Event of Default  shall be deemed
to exist so long as Lessee shall have commenced  curing such default within such
thirty (30) day period and shall diligently and continuously  prosecute the same
to completion.

          17.02.  If an  Event  of  Default  shall  occur,  Lessor,  at any time
thereafter,  may at its option give written  notice to Lessee  stating that this
Lease  and the  term of this  Lease  shall  expire  and  terminate  on the  date
specified in such notice,  which date shall be not less than three (3) days


                                      -21-


from the date of such notice,  and upon the  expiration  of such three (3) days,
this Lease and the term of this  Lease and all  rights of the Lessee  under this
Lease shall expire and terminate as if that date were the date herein definitely
fixed for the  expiration  of the term of this Lease,  and Lessee shall quit and
surrender  the Property and all other  property as required  hereunder to Lessor
but Lessee shall remain liable as hereinafter provided.

          17.03.  If any Event of Default shall occur, or if this Lease shall be
terminated  as provided in Section  17.02  hereof or by summary  proceedings  or
otherwise,  then, and in any of such events, Lessor may without notice, re-enter
the Property and  dispossess  Lessee and the legal  representative  of Lessee or
other occupant of the Property by summary  proceedings or otherwise,  and remove
their  effects  and hold the  Property  as if this Lease had not been made,  and
Lessee  hereby  waives the  service of notice of  intention  to  re-enter  or to
institute legal or other proceedings to that end. The terms "enter," "re-enter,"
"entry," or  "re-entry,"  as used in this  Lease,  are not  restricted  to their
technical legal meaning.

          17.04.  In the  event  of any  termination  of this  Lease  under  the
provisions  of this Article or if Lessor shall  re-enter the Property  under the
provisions  herein,  or in the event this Lease is otherwise  terminated  due to
Lessee's default hereunder,  or in the event of re-entry by or under any summary
dispossess or other  proceedings  or action or any provision of law by reason of
defaults hereunder on the part of the Lessee,  Lessee shall thereupon pay to the
Lessor the Net Rent and  Additional  Rent  payable by Lessee to Lessor up to the
time of such termination of this Lease, or of such recovery of possession of the
Property by the Lessor, as the case may be, and shall also pay to Lessor damages
as hereinafter provided.

          17.05.  In the event of a breach or a  threatened  breach by Lessee of
any of its  obligations  under this Lease,  Lessor  shall also have the right of
injunction.  The special remedies to which Lessor may resort in this Article are
cumulative  and not intended to be  exclusive of any other  remedies or means of
redress to which  Lessor may  lawfully  be  entitled  at any time and Lessor may
invoke any remedy  allowed at law or in equity as if specific  remedies were not
provided for herein.

          17.06.  Subject to applicable law, if this Lease shall terminate under
the provisions of Section 17.02,  or if Lessor shall re-enter the Property under
the  provisions  of  Section  17.03 or in the event of the  termination  of this
Lease, or re-entry,  by or under any summary  dispossess or other  proceeding or
action or any provision of law by reason of default hereunder on the part of the
Lessee, Lessor shall be entitled to retain all monies, if any, paid by Lessee to
Lessor, whether as advance rent, security or otherwise, but such monies shall be
credited by Lessor  against any Net Rent or  Additional  Rent due from Lessee at
the time of such  termination  or re-entry or, at Lessor's  option,  against any
damages payable by Lessee under this Article or pursuant to law or equity.

          17.07.  If this Lease is  terminated  or if Lessor shall  re-enter the
Property  under  the  provisions  of  this  Article,  or in  the  event  of  the
termination of this Lease, or of re-entry, by or under any summary dispossess or
other  proceeding  or action or any  provision  of law by reason of the  default
hereunder on the part of the Lessee,  Lessee shall pay to Lessor as damages,  at
the

                                      -22-


election of Lessor,  sums equal to the Net Rent and the Additional  Rent payable
hereunder throughout the stated term of this Lease which would have been payable
by Lessee had this Lease not so terminated,  or had Lessor not so re-entered the
Property,  payable upon the due dates therefor  specified  herein following such
termination or such re-entry.

          17.08.  (i) In the event  Lessor  terminates  this  Lease  under  this
Article,  Lessor shall credit Lessee with the net rents  received by Lessor from
any  re-letting  of the  Property  during  what would  have been the  balance of
Lessee's  stated lease term,  such net rents to be determined by first deducting
from the gross rents as and when  received by Lessor from such  re-letting,  the
reasonable  expenses  incurred or paid by Lessor in terminating this Lease or in
re-entering the Property and in securing possession thereof (including,  without
limitation,  reasonable  attorneys' fees and disbursements and amounts for which
Lessee  indemnifies  Lessor  under  Section  14.01(v) of this Lease  incurred by
Lessor in connection with the default by Lessee resulting in such  termination),
including, without limitation, the cost of altering, repairing and preparing the
Property for new tenants,  brokers'  commissions and other expenses sustained in
securing any new tenants or other occupants,  attorneys' fees and  disbursements
and all other expenses properly  chargeable  against the Property and the rental
thereof  (including,  without  limitation,  the cost and  expense  of  Lessor in
maintaining  and operating the Property),  and any other  liability of Lessee to
Lessor, it being understood that any such re-letting may be for a period shorter
or longer than the remaining term of this Lease, but in no event shall Lessee be
entitled to receive any excess of such net rents over the sums payable by Lessee
to Lessor hereunder,  or shall Lessee be entitled in any suit for the collection
of damages pursuant to this Section to a credit in respect of any net rents from
a re-letting,  except to the extent that such net rents are actually received by
Lessor. No re-entry by Lessor, whether had or taken under summary proceedings or
otherwise, shall absolve or discharge Lessee from liability hereunder. Lessor in
no way shall be  responsible or liable for any failure to re-let the Property or
any  part  thereof,  or for any  failure  to  collect  any  rent due on any such
re-letting.

          (ii) If the Property or any part thereof  shall be re-let by Lessor on
commercially  reasonable  terms for the  unexpired  portion  of the term of this
Lease, or any part thereof,  before presentation of proof of such damages to any
court,  commission or tribunal, the amount of rent reserved upon such re-letting
shall, prima facie, be the fair and reasonable rental value for the Property, or
part thereof, so re-let during the term of the re-letting.

          17.09.  Suit or suits for the recovery of damages or deficiencies,  or
any  installments  thereof,  may be brought  by Lessor  from time to time at its
election,  and nothing  contained  herein  shall be deemed to require  Lessor to
postpone  suit until the date when the term of this Lease would have  expired if
it had not been so terminated  hereunder,  or under any provision of law, or had
Lessor not re-entered the Property.  Nothing herein contained shall be construed
to limit or preclude recovery by Lessor against Lessee of any sums or damages to
which,  in addition  to the  damages  particularly  provided  above,  Lessor may
lawfully be entitled by reason of any default  hereunder  on the part of Lessee.
Nothing herein  contained  shall be construed to limit or prejudice the right of
Lessor to obtain as  damages  by  reason  of the  termination  of this  Lease or
re-entry of the  Property  for the default of Lessee  under this Lease an amount
equal to the maximum allowed by any statute or rule of law in effect at the time
when,



                                      -23-


and governing  the  proceedings  in which,  such damages are to be proved
whether or not such  amount be  greater,  equal to, or less than any of the sums
referred to in Section 17.07.

          17.10.  The failure of Lessor to insist upon  enforcement  of Lessee's
obligations of strict performance with the terms of this Lease or payment of Net
Rent  or  Additional  Rent,  shall  not  be  deemed  to  be a  waiver  of  those
obligations.

          17.11. Lessee hereby expressly waives any and all rights of redemption
granted  by or under any  present  or future  laws in the event of Lessee  being
evicted  or  dispossessed  for any  cause,  or in the event of Lessor  obtaining
possession of the  Property,  by reason of the violation by Lessee of any of the
covenants or conditions of this Lease or otherwise.

          17.12.  Lessee  waives the right to trial by jury with  respect to any
action arising out of this Lease.  Lessee further waives its rights to interpose
any  counterclaim  (other than a counterclaim  which, if not asserted,  would be
legally barred) or offset in any summary  proceeding  instituted by Lessor based
upon non-payment of Net Rent or Additional Rent.

          17.13.  All Net Rent and Additional  Rent payable by Lessee  hereunder
and  each  and  every  installment  thereof,  and all  costs,  attorneys'  fees,
disbursements  and other  expenses  which may be incurred by Lessor in enforcing
the  provisions  of this  Lease or on account  of any  delinquency  of Lessee in
carrying out the provisions of this Lease, shall be and they hereby are declared
to  constitute  a valid lien upon the  Lessee's  leasehold  with  respect to the
Property to the extent permitted by law.

          17.14. No receipt of moneys by Lessor from Lessee after termination of
this  Lease,  or after the giving of any notice of  termination  of this  Lease,
shall reinstate,  continue or extend the term of this Lease or affect any notice
theretofore  given  Lessee,  or  operate  as a waiver  of the right of Lessor to
enforce the payment of Net Rent and Additional Rent payable by Lessee  hereunder
or  thereafter  falling  due,  or  operate as a waiver of the right of Lessor to
recover  possession of the  Property,  it being agreed that after the service of
notice  to  terminate  this  Lease  or  the  commencement  of  suit  or  summary
proceedings,  or  after  final  order  or  judgment  for the  possession  of the
Property, or after possession of the Property by re-entry by summary proceedings
or  otherwise,  Lessor  may  demand,  receive  and  collect  any  moneys  due or
thereafter falling due without in any manner affecting such notice,  proceeding,
order,  suit or judgment,  all such moneys  collected  being deemed  payments on
account of the use and occupation of the Property or, at the election of Lessor,
on account of Lessee's liability hereunder.

          17.15. No failure of Lessor to exercise any right or remedy consequent
upon a default in any covenant,  agreement, term or condition of this Lease, and
no acceptance  of full or partial Net Rent or  Additional  Rent by Lessor during
the  continuance  of any such  default,  shall  constitute  a waiver of any such
default  or of  such  covenant,  agreement,  term  or  condition.  No  covenant,
agreement,  term or condition of this Lease to be performed or complied  with by
either  party,  and no default  thereof,  shall be waived,  altered or  modified
except by a written instrument  executed by that party. No waiver of any default
shall affect or alter this Lease, but each and

                                      -24-


every  covenant,  agreement,  term and condition of this Lease shall continue in
full force and effect  with  respect to any other then  existing  or  subsequent
default thereof.

          17.16.  Each  right and  remedy of Lessor  provided  for in this Lease
shall be  cumulative  and shall be in  addition  to every  other right or remedy
provided for in this Lease or now or  hereafter  existing at law or in equity or
otherwise, and the exercise or beginning of the exercise by Lessor of any one or
more of the rights or remedies  provided  for in this Lease or now or  hereafter
existing at law or in equity or otherwise shall not preclude the simultaneous or
later exercise by Lessor of any or all other rights or remedies  provided for in
this Lease or now or hereafter existing at law or in equity or otherwise.

          17.17.   The  prevailing  party  in  any  litigation  or  other  legal
proceeding  to enforce the terms of this Lease or otherwise  arising out of this
Lease shall be entitled to reimbursement  from the  non-prevailing  party of all
reasonable  costs  and  expenses,  including,  without  limitation,   reasonable
attorneys' fees and  disbursements,  incurred by the prevailing  party,  and all
such costs and  expenses,  may be  included  in and form a part of any  judgment
entered in any action or proceeding  against the non-prevailing  party.

          ARTICLE 18. Subordination; Lien Waiver.
                      --------------------------

          18.01. This Lease is subject and subordinate to all present and future
ground or underlying  leases and to all present and future  mortgages  which may
now or hereafter  affect such leases or the  Property  (or any part  thereof) or
Lessor's  fee  interest in the  Property,  and to all  renewals,  modifications,
consolidations, replacements and extensions thereof, provided the holder of such
mortgagee  or  the  ground  lessor,   as  the  case  may  be,  enters  into  the
Subordination and Nondisturbance Agreement with Lessee substantially in the form
of Exhibit "B" annexed  hereto.  Nothing  contained in this Lease shall limit or
curtail Lessor's right to sell, mortgage or otherwise deal with its fee interest
in the  Property,  or  affect  Lessor's  right to  assign  the Net  Rent  and/or
Additional Rent payable under this Lease either as further  collateral  security
under a fee mortgage or otherwise.  Any such assignment of rent shall be honored
by Lessee.

          18.02 In  connection  with the  acquisition,  financing  or leasing by
Lessee of Lessee's Equipment, Lessor agrees to enter into a Lessor's Lien Waiver
substantially  in the  form  of  Exhibit  "C"  annexed  hereto  or as  otherwise
reasonably required by Lessee.

          ARTICLE 19. Bills and Notices.
                      -----------------

          19.01. Except as otherwise in this Lease provided, a bill,  statement,
notice or  communication  which  Lessor  may  desire or be  required  to give to
Lessee, shall be deemed sufficiently given or rendered if, in writing, delivered
to Lessee personally by hand or sent by nationally  recognized overnight courier
service or sent by certified mail,  return receipt  requested,  postage prepaid,
addressed  to Lessee at the  address  first  hereinabove  given,  Attn:  General
Counsel, or at such other address as Lessee may designate by written notice from
time to time to Lessor,  and the time of the rendition of such bill or statement
and of the giving of such notice or communication shall be deemed to be the time
when the same is  delivered  to  Lessee  personally  or  delivered  to Lessee by
overnight  courier or five days after mailed as herein  provided.  Any

                                      -25-


notice by Lessee to Lessor must be served  personally  by hand or by  nationally
recognized   overnight   courier  service  or  certified  mail,  return  receipt
requested, postage prepaid, addressed to Lessor at the address first hereinabove
given or at such other  address as Lessor shall  designate by written  notice to
Lessee from time to time during the term hereof,  and the time of the  rendition
of such  notice  shall be deemed to be the time  when the same is  delivered  to
Lessor personally or delivered to Lessor by overnight courier or five days after
mailed as herein provided.

          ARTICLE 20.   Quiet Enjoyment.
                        ---------------

          20.01. Lessor covenants and agrees with Lessee that upon Lessee paying
the Net Rent and  Additional  Rent and observing and  performing  all the terms,
covenants  and  conditions  on  Lessee's  part  to  be  observed  and  performed
hereunder,  Lessee may peaceably and quietly enjoy the Property  hereby demised,
subject, however, to the terms and conditions of this Lease.

          ARTICLE  21.  Covenants to Bind and Benefit Respective Parties.
                        ------------------------------------------------

          21.01.  The covenants and agreements  herein  contained shall bind and
inure to the benefit of Lessor and Lessee and their  respective  successors  and
(except as otherwise provided herein) assigns,  and cannot be changed,  modified
or  terminated  orally,  but only by an  instrument  in  writing  signed by both
parties.

          ARTICLE 22.   Additional Rent.
                        ---------------

          22.01. Any monies or amounts due Lessor from Lessee at any time during
the term of this Lease, or otherwise  pursuant to the terms of this Lease, other
than Net Rent, shall be deemed "Additional Rent", and if Lessor, at any time, is
pursuant to the terms of this Lease compelled to pay or elects to pay any sum of
money or amount or to do any act which will  require  the  payment of any sum of
money,  by reason of the failure of the Lessee to comply with any  provision  of
this  Lease,  or if the Lessor is  compelled  to incur any  expense,  including,
without limitation, reasonable attorneys' fees and disbursements, as a result of
any breach on the part of the  Lessee,  or in  instituting,  prosecuting  and/or
defending any action or  proceeding  arising by reason of any breach on the part
of the  Lessee  under  the  terms of this  Lease,  the sum or sums so  paid,  or
expenses so incurred by the Lessor,  together  with all  Interest  from the date
such sums were paid or  expense  incurred  through  the date  Lessee  reimburses
Lessor for such amounts,  shall also be deemed Additional Rent under this Lease.
Additional  Rent  shall be  payable  by  Lessee to Lessor  upon  demand,  unless
otherwise set forth herein.  Lessee will be obligated for Lessor's legal fees in
enforcing the Lease if Lessor is the prevailing party in litigation.

          ARTICLE 23. Estoppel Certificates
                      ---------------------

          23.01 Lessor and Lessee shall at any time and from time to time,  upon
not less than  twenty (20) days' prior  written  request by the other,  execute,
acknowledge and deliver to the other a statement in writing, certifying (i) that
this  Lease  is  unmodified   and  in  full  effect  (or,  if  there  have  been
modifications, that this Lease is in full effect as modified, setting forth such
modifications),  (ii) the dates to which Net Rent,  payable  hereunder  has been
paid,  (iii) that to the knowledge of the signer of such  certificate no default
by either Lessor or Lessee exists  hereunder

                                      -26-


or specifying each such default of which the signer may have knowledge, (iv) the
remaining  term hereof,  (v) with respect to a  certificate  signed on behalf of
Lessee,  that to the knowledge of the signer of such  certificate,  there are no
proceedings  pending  or  threatened  against  Lessee  before or by any court or
administrative  agency which if adversely decided would materially and adversely
affect  the  financial  condition  and  operations  of  Lessee  or if  any  such
proceedings are pending or threatened to said signer's knowledge, specifying and
describing  the same, and (vi) such other matters as may reasonably be requested
by the party requesting the certificate. It is intended that any such statements
may be  relied  upon by  Lessor,  the  recipient  of such  statements  or  their
assignees  or by  any  prospective  purchaser,  assignee  or  subtenant  of  the
Property.

          ARTICLE 24. Definitions.
                      -----------

          24.01.  "Interest"  shall mean a rate per annum equal to the lesser of
(i) two percent (2%) above the prime commercial lending rate of CitiBank,  N.A.,
New York, New York charged to its customers of the highest  credit  standing for
90 day  unsecured  loans,  in  effect  from  time to time,  or (ii) the  maximum
applicable legal rate, if any.

          24.02.  The term "Lender"  shall mean an entity  identified as such in
writing  to Lessee  which  makes a loan to Lessor,  secured  by a  mortgage  and
security  agreement  and  evidenced  by a note,  or which is the  holder  of the
mortgage and note as a result of an assignment thereof.

          24.03.  The term  "Lessor" as used in this Lease means only the owner,
or the mortgagee in possession,  for the time being of the Property,  so that in
the event of any transfer of title of the said Property,  the said transferor or
Lessor  shall be and  hereby  is  entirely  freed  and  relieved  of all  future
covenants,  obligations  and  liabilities of Lessor  hereunder,  and it shall be
deemed  and  construed  as a covenant  running  with the land,  without  further
agreement  between  the  parties  or  their  successors  in  interest  that  the
transferee  has  assumed  and  agreed to carry  out any and all such  covenants,
obligations and liabilities of Lessor hereunder.

          24.04.  The term  "Lessee," as used in this Lease,  shall include more
than one person if more than one person is Lessee and that if, at any time,  the
term "Lessee"  shall include more than one person,  the  obligations of all such
persons under this Lease shall be joint and several.

          24.05. "Lease Year" shall mean a period of twelve consecutive calendar
months.  The first Lease Year shall commence on the  Commencement  Date and each
succeeding  Lease Year shall commence on the anniversary date of the first Lease
Year.

          24.06.  "Unavoidable  Delays"  shall mean  delays  caused by  strikes,
lockouts,  acts of God,  inability  to obtain labor or  materials,  governmental
restrictions,  enemy action, civil commotion,  fire, terrorist action, epidemic,
public  utility  failure,  unavoidable  casualty,  moratorium  or  similar  laws
prohibiting performance or severe weather conditions or any other similar matter
which shall be beyond the  reasonable  control of Lessee or Lessor,  as the case
may  be;  but the  lack or  insufficiency  of  funds  shall  not  constitute  an
Unavoidable Delay.

                                      -27-


          ARTICLE 25. Miscellaneous.
                      -------------

          25.01.  Lessee  represents  and  warrants  that no  broker  or  finder
procured this Lease and that Lessee had no  conversations  or negotiations  with
any broker concerning the leasing of the Property. Lessee shall indemnify Lessor
against  liability in connection  with a breach of Lessee's  representation  and
warranty in this  Article and in  connection  with any claim for a brokerage  or
finder's  commission or fee arising out of any conversations or negotiations had
by Lessee with any broker. This  indemnification  shall survive the term and any
termination of this Lease.

          25.02.  If any term or  provision of this Lease shall to any extent be
held invalid or unenforceable,  the remaining terms and provisions of this Lease
shall not be affected thereby, but each term and provision shall be valid and be
enforced to the fullest extent permitted by law.

          25.03.  The parties hereto agree that this Lease  constitutes the only
agreement   between  them  with  respect  to  the  Property  and  that  no  oral
representations  or no prior written matter  extrinsic to this instrument  shall
have any force or effect.  Lessee  agrees  that it has signed  this Lease  fully
aware of the  condition of the Property and all other matters  relative  thereto
and is not  relying  on any  representations  or  agreements  other  than  those
contained in this Lease.

          25.04.  Promptly  upon the request of either  party,  either party may
record a memorandum of this Lease and any amendments thereto. If a memorandum is
to be recorded, the parties shall execute,  acknowledge and deliver a memorandum
hereof in recordable form,  prepared by Lessee,  the form and substance of which
shall conform to applicable  law, but may contain such other  provisions of this
Lease  or the  substance  thereof,  as  either  party  may  reasonably  require,
excepting rental provisions. The foregoing shall also apply with respect to each
modification of this Lease.

          25.05. This Lease may be modified,  amended, discharged or waived only
with the written  consent of the parties  against whom  enforcement  of any such
modification, amendment, discharge or waiver is sought.

          25.06.  Notwithstanding  anything  contained  to the  contrary in this
Lease,  whether  express or implied,  it is agreed that Lessee will look only to
Lessor's fee interest in and to the Property for the  collection of any judgment
(or other  judicial  process)  requiring  the  payment of money by Lessor in the
event of a breach or default under this Lease by Lessor,  and no other  property
or assets of Lessor or its directors,  officers,  shareholders,  partners, joint
venturers or other  principals  (disclosed or  undisclosed)  shall be subject to
suit or to levy, execution or other enforcement  procedures for the satisfaction
of any such judgment (or other judicial process).

          25.07.  Lessee shall at all times keep and  maintain  full and correct
records  and  books of  account  of the  operations  of the  Property  and shall
accurately record and preserve the records of such operations.  Upon an Event of
Default,  Lessee shall permit Lessor and Lessor's  accountants  access  thereto,
with the right to make copies and excerpts  therefrom  upon  reasonable  advance
notice to Lessee.  In addition to the  foregoing and without in any way limiting
the

                                      -28-


foregoing, within ten (10) days after the preparation or receipt by Lessee or by
any  person or entity on  behalf  of  Lessee  during  the term of this  Lease of
Lessee's annual financial  statements,  Lessee shall furnish to Lessor a copy of
such financial statements so prepared.

          25.08.  The  captions of this Lease are for  convenience  of reference
only and in no way define,  limit or describe  the scope or intent of this Lease
or of any provisions thereof, or in any way affect this Lease.

          25.09.  The use herein of (i) the singular  shall  include the plural,
and (ii) the neuter pronoun in any reference to Lessor or Lessee shall be deemed
to include any individual Lessor or Lessee.

          25.10.  This Lease  shall be  governed by the laws of the State of New
Jersey in all respects including, without limitation, the validity, construction
and  performance  thereof.  Notwithstanding  the foregoing,  this Lease shall be
construed without regard to any presumption or other rule requiring construction
against the party causing this Lease to be drafted.



                                      -29-






          IN WITNESS  WHEREOF,  the Lessor and the Lessee have caused this Lease
     to be executed as of the day and year first above written.

                                LESSOR:
                                CLF SYLVAN WAY LLC,
                                a Delaware limited liability company


                                By:   /s/ Michael J. Heneghan
                                      ---------------------------
                                Name:  Michael J. Heneghan
                                Title: Senior Vice President



                                LESSEE:
                                TIFFANY AND COMPANY,
                                a New York corporation


                                By:    /s/ James N. Fernandez
                                       -----------------------
                                Name:  James N. Fernandez
                                Title: Executive Vice President and
                                       Chief Financial Officer









                                      -30-









                                    EXHIBIT A
                                    ---------

                          LEGAL DESCRIPTION OF PROPERTY
                          -----------------------------

          All that certain Lot, piece or parcel of land,  with the buildings and
improvements  thereon  erected,  situate,  lying  and being in the  Township  of
Parsippany-Troy Hills, County of Morris, State of New Jersey:

          BEGINNING at point in the southerly sideline of Sylvan Way (a variable
wide right of way) distant  1048.67 feet easterly along said southerly  sideline
and the several courses thereof from the  intersection of the easterly  sideline
of Dryden Way (a  variable  width  right of way) both  sidelines  produced,  and
running thence and continuing along Sylvan Way; THENCE

          1) Easterly  along the arc of a 460.02  foot radius  curve to the left
through a central  angle of 21  degrees 39 minutes  29  seconds,  a distance  of
173.89 feet to a point of tangency; THENCE

          2) North 70 degrees 57 minutes 22 seconds  East , a distance  of 87.99
feet to a point of curvature; THENCE

          3) Along the arc of an 837.65 foot radius curve to the right,  through
a central  angle of 43 degrees 52 minutes 18 seconds,  a distance of 641.39 feet
to a point; THENCE

          4) Leaving Sylvan Way, South 12 degrees 46 minutes 08 seconds West , a
distance of 81.27 feet to a point of curvature; THENCE

          5) Along the arc of a 1063.12  foot radius curve to the left through a
central angle of 05 degrees 30 minutes 10 seconds , a distance of 102.10 feet to
a point of tangency; THENCE

          6) South 07 degrees 15 minutes 58 seconds  West , a distance of 436.46
feet to a point; THENCE

          7) South 09 degrees 06 minutes 31 seconds  West,  a distance of 256.33
feet to a point; THENCE

          8) South 21 degrees 55 minutes 03 seconds  West,  a distance of 146.65
feet to a point; THENCE

          9) South 06 degrees 42 minutes 13 seconds  East,  a distance of 341.14
feet to a point; THENCE

          10) South 68 degrees 18 minutes 29 seconds  West, a distance of 817.84
feet to a point; THENCE


          11) South 88 degrees 44 minutes 58 seconds  West, a distance of 505.97
feet to a point; THENCE

          12) North 41 degrees 28 minutes 07 seconds  West, a distance of 238.23
feet to a point; THENCE

          13) North 21 degrees 43 minutes 08 seconds  West, a distance of 459.68
feet to a point; THENCE

          14) North 54 degrees 09 minutes 13 seconds  East, a distance of 638.21
feet to a point; THENCE

          15) North 67 degrees 49 minutes 27 seconds  East, a distance of 828.31
feet to a point; THENCE

          16) North 59 degrees 10 minutes 16 seconds  West, a distance of 344.16
feet to a point; THENCE

          17) North 38 degrees 00 minutes 52 seconds  West, a distance of 207.97
feet to the point and place of BEGINNING.

          BEING  the  same  as  shown  on a  minor  subdivision  plan  entitled:
"Prudential Business Campus, Section 2, Minor Subdivision,  Block 202, Lot 6.01,
situated in  Parsippany-Troy  Hills Township,  Morris County,  NJ",  prepared by
Paulus, Sokolowski and Sartor, Inc., dated Mary 25, 1994.

          The above description being drawn in accordance with a survey prepared
by Schoor DePalma , dated October 25, 1995, last revised December 8, 1995.

          NOTE FOR INFORMATION  ONLY:  Being Lot(s) 6.02,  Block 202, Tax Map of
the Township of Parsippany-Troy Hills, County of Morris.







                                    EXHIBIT B
                                    ---------


                     FORM OF SUBORDINATION, NON-DISTURBANCE
                     --------------------------------------
                            AND ATTORNMENT AGREEMENT
                            ------------------------

     This   Subordination,   Non-Disturbance   and  Attornment   Agreement  (the
"Agreement") is dated as of the _____ day of September,  2005,  between Wachovia
Bank,  National  Association,  a national banking  association  ("Lender"),  and
TIFFANY AND COMPANY, a New York corporation ("Tenant").

                                    RECITALS

     A. Tenant is the tenant  under a certain  lease (the  "Lease")  dated as of
September 28, 2005 with CLF SYLVAN WAY LLC, a Delaware limited liability company
("Landlord") or its predecessor in interest,  of premises described in the Lease
(the "Premises") located in a certain office  building/warehouse  located in the
Township  of  Parsippany-Troy   Hills,   Morris  County,  New  Jersey  and  more
particularly described in Exhibit A attached hereto and made a part hereof (such
office building/ warehouse,  including the Premises,  is hereinafter referred to
as the "Property").

     B. This Agreement is being entered into in connection  with a mortgage loan
(the  "Loan")  being made by Lender to  Landlord,  to be secured by, among other
things: (a) a first mortgage, deed of trust or deed to secure debt on and of the
Property  (the  "Mortgage")  to be  recorded  with the  registry or clerk of the
county in which the Property is located;  and (b) a first  assignment  of leases
and rents on the Property (the "Assignment of Leases and Rents") to be recorded.
The Mortgage and the Assignment of Leases and Rents are hereinafter collectively
referred to as the "Security Documents".

     C. Tenant  acknowledges  that Lender will rely on this  Agreement in making
the Loan to Landlord.

                                    AGREEMENT

     For mutual consideration, including the mutual covenants and agreements set
forth below, the receipt and sufficiency of which are hereby  acknowledged,  the
parties hereto agree as follows:

     Tenant agrees that the Lease is and shall be subject and subordinate to the
Security  Documents and to all present or future  advances under the obligations
secured  thereby and all renewals,  amendments,  modifications,  consolidations,
replacements  and  extensions  of  the  secured  obligations  and  the  Security
Documents,  to the full extent of all amounts secured by the Security  Documents
from time to time. Said subordination is to have the same force and effect as if
the  Security  Documents  and  such  renewals,  modifications,   consolidations,
replacements and extensions thereof had been executed,  acknowledged,  delivered
and recorded prior to the Lease, any amendments or modifications thereof and any
notice thereof.




     Lender  agrees that,  if the Lender  exercises  any of its rights under the
Security  Documents,  including an entry by Lender pursuant to the Mortgage or a
foreclosure of the Mortgage,  the Lease including  without  limitation  Tenant's
right of quiet possession of the Premises under the terms of the Lease shall not
be affected so long as Tenant is not in default,  after any  applicable  notice,
beyond any  applicable  grace  period of any term,  covenant or condition of the
Lease.

     Tenant agrees that, in the event of a foreclosure of the Mortgage by Lender
or the  acceptance  of a deed in lieu of  foreclosure  by  Lender  or any  other
succession  of Lender to fee  ownership,  Tenant  will  attorn to and  recognize
Lender as its  landlord  under the  Lease for the  remainder  of the term of the
Lease  (including  all  extension  periods  which  have  been  or are  hereafter
exercised) upon the same terms and conditions as are set forth in the Lease, and
Tenant  hereby  agrees  to pay and  perform  all of the  obligations  of  Tenant
pursuant to the Lease.

     Tenant  agrees  that,  in the event  Lender  succeeds  to the  interest  of
Landlord under the Lease, Lender shall not be:

     liable for any act or omission of any prior  Landlord  (including,  without
limitation, the then defaulting Landlord), or

     subject to any defense or offsets  which  Tenant may have against any prior
Landlord (including, without limitation, the then defaulting Landlord), or

     bound by any payment of rent or  additional  rent which  Tenant  might have
paid for more than one month in  advance  of the due date under the Lease to any
prior Landlord (including, without limitation, the then defaulting Landlord), or

     bound by any obligation to make any payment to Tenant which was required to
be made prior to the time Lender succeeded to any prior
Landlord's interest, or

     accountable  for any monies  deposited with any prior  Landlord  (including
security  deposits),  except to the extent such monies are actually  received by
Lender, or

     bound by any surrender, termination (except a termination that is permitted
herein or in the Lease without Landlord's consent), amendment or modification of
the Lease made without the consent of Lender.

     Lender agrees that,  notwithstanding  any provision hereof to the contrary:
(a) the terms of  Article 6 and 7 of the Lease  shall  continue  to govern  with
respect to the  disposition of any insurance  proceeds or eminent domain awards,
and any  obligations  of Landlord  under the Lease to restore the real estate of
which the Premises are a part shall, insofar as they apply to Lender, be limited
to  insurance  proceeds or eminent  domain  awards  received by Lender after the
deduction  of all  reasonable  costs and  expenses  incurred in  obtaining  such
proceeds or awards; and (b) the Lease can be terminated without Lender's consent
upon acquisition of the Premises as provided in Section 1.05 of the Lease.





     Tenant  hereby  agrees to give to Lender  copies of all notices of Landlord
default(s)  under the Lease in the same manner as, and  whenever,  Tenant  shall
give any such notice of default to Landlord, and no such notice of default shall
be deemed  given to Landlord  unless and until a copy of such notice  shall have
been so delivered to Lender.  Lender shall have the right to remedy any Landlord
default under the Lease,  or to cause any default of Landlord under the Lease to
be remedied,  and for such purpose  Tenant hereby grants Lender such  additional
period of time as may be reasonable  to enable Lender to remedy,  or cause to be
remedied,  any such  default in  addition to the period  given to  Landlord  for
remedying,  or causing to be  remedied,  any such  default.  Tenant shall accept
performance  by Lender of any  term,  covenant,  condition  or  agreement  to be
performed  by Landlord  under the Lease with the same force and effect as though
performed by Landlord.  No Landlord default under the Lease shall exist or shall
be deemed to exist (i) as long as Lender, in good faith, shall have commenced to
cure  such  default  within  the  above  referenced  time  period  and  shall be
prosecuting the same to completion with reasonable  diligence,  subject to force
majeure, or (ii) if possession of the Premises is required in order to cure such
default, or if such default is not susceptible of being cured by Lender, as long
as Lender,  in good faith,  shall have  notified  Tenant that Lender  intends to
institute proceedings under the Security Documents,  and, thereafter, as long as
such  proceedings  shall  have  been  instituted  and shall be  prosecuted  with
reasonable diligence.  In the event of the termination of the Lease by reason of
any default thereunder by Landlord,  upon Lender's written request, given within
thirty (30) days after any such  termination,  Tenant,  within fifteen (15) days
after  receipt  of such  request,  shall  execute  and  deliver to Lender or its
designee or nominee a new lease of the Premises for the remainder of the term of
the Lease upon all of the terms,  covenants and conditions of the Lease.  Lender
shall have the right,  without Tenant's consent, to foreclose the Mortgage or to
accept a deed in lieu of  foreclosure  of the  Mortgage or to exercise any other
remedies under the Security Documents.

     Tenant hereby  consents to the Assignment of Leases and Rents from Landlord
to Lender in connection with the Loan. Tenant  acknowledges that the interest of
the Landlord  under the Lease is to be assigned to Lender solely as security for
the  purposes  specified  in said  assignments,  and Lender  shall have no duty,
liability or obligation  whatsoever  under the Lease or any extension or renewal
thereof,  either by virtue of said  assignments or by any subsequent  receipt or
collection of rents thereunder,  unless Lender shall specifically undertake such
liability in writing or unless  Lender or its designee or nominee  becomes,  and
then only with  respect to periods in which  Lender or its  designee  or nominee
becomes,  the fee owner of the  Premises.  Tenant  agrees that upon receipt of a
written notice from Lender of a default by Landlord under the Loan,  Tenant will
thereafter,  if requested by Lender,  pay rent to Lender in accordance  with the
terms of the Lease,  provided the rent paid to Lender shall be credited  against
rent due from Tenant under the Lease.

     The  Lease  shall  not  be  modified,   amended  or  terminated  (except  a
termination that is permitted in the Lease without Landlord's consent) by Tenant
without Lender's prior written consent in each instance, which consent shall not
be unreasonably withheld or delayed.



     Any notice,  election,  communication,  request or other document or demand
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed  delivered  on the  earlier  to occur of (a)  receipt  or (b) the date of
delivery,  refusal or nondelivery  indicated on the return receipt, if deposited
in a United States Postal Service Depository, postage prepaid, sent certified or
registered  mail,  return  receipt  requested,  or  if  sent  via  a  recognized
commercial  courier  service  providing  for a receipt,  addressed  to Tenant or
Lender, as the case may be, at the following addresses:

      If to Tenant:       Tiffany and Company
                          600 Madison Avenue
                          New York, New York 10022
                          Attention: Patrick Dorsey, SVP,
                                 Secretary and General Counsel
                          Fax:  (212)  230-5320

      with a copy to:     Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                          One Riverfront Plaza
                          Newark, New Jersey 07102
                          Attention:  Russell Bershad, Esq.
                          Fax:  (973)  639-6345


      If to Lender:       Wachovia Bank, National Association
                          Commercial Real Estate Services
                          8739 Research Drive URP-4
                          NC 1075
                          Charlotte, North Carolina 28262
                          Loan Number: 50-2853324
                          Attention:  Portfolio Management
                          Fax:  (704) 715-0036

      with a copy to:     Timothy W. Corrigan, Esq.
                          Moore & Van Allen
                          100 North Tryon Street, Suite 4700
                          Fax:  (704) 378-2019

     The term  "Lender" as used herein  includes any  successor or assign of the
named Lender herein, including without limitation,  any co-lender at the time of
making the Loan, any purchaser at a foreclosure sale and any transferee pursuant
to a deed in lieu of  foreclosure,  and their  successors  and assigns,  and the
terms "Tenant" and "Landlord" as used herein include any successor and assign of
the named Tenant and Landlord herein, respectively; provided, however, that such
reference  to  Tenant's  or  Landlord's  successors  and  assigns  shall  not be
construed as Len





     If any provision of this  Agreement is held to be invalid or  unenforceable
by a court of competent jurisdiction, such provision shall be deemed modified to
the  extent  necessary  to  be  enforceable,  or if  such  modification  is  not
practicable, such provision shall be deemed deleted from this Agreement, and the
other  provisions of this Agreement  shall remain in full force and effect,  and
shall be liberally construed in favor of Lender.

     Neither  this  Agreement  nor any of the terms  hereof  may be  terminated,
amended, supplemented, waived or modified orally, but only by an
instrument in writing executed by the party against which enforcement of the
termination, amendment, supplement, waiver or modification is sought.

     This Agreement shall be construed in accordance with the laws
of the state of in which the Property is located.

     The person  executing  this  Agreement on behalf of Tenant is authorized by
Tenant to do so and  execution  hereof is the binding act of Tenant  enforceable
against Tenant.








                  [Remainder of Page Intentionally Left Blank]






     Witness the execution hereof as of the date first above written.


                                    LENDER:


                                    WACHOVIA BANK, NATIONAL
                                      ASSOCIATION



                                    By:_________________________________________
                                       Name:
                                       Title:


                                    TENANT:


                                    TIFFANY AND COMPANY, a New York corporation



                                    By:_________________________________________
                                    Name:
                                    Title:









     The undersigned  Landlord  hereby  consents to the foregoing  Agreement and
confirms the facts stated in the foregoing Agreement.


                                      LANDLORD:


                                      CLF SYLVAN WAY LLC,
                                      a Delaware limited liability company



                                      By:_______________________________________
                                         Name:
                                         Title:






STATE OF                                    )
                                            ) SS.
COUNTY OF                                   )

     I certify that on September  ___, 2005,  ______________________  personally
came before me and stated to my satisfaction that this person: (a) was the maker
of the  attached  instrument;  and, (b) was  authorized  to and did execute this
instrument as __________________ of the entity named in this instrument.


                                       Notary Public
                                       My commission expires: __________________


STATE OF NEW JERSEY                         )
                                            ) SS.
COUNTY OF ________________                  )

     I certify that on September  ___, 2005,  ______________________  personally
came before me and stated to my satisfaction that this person: (a) was the maker
of the  attached  instrument;  and, (b) was  authorized  to and did execute this
instrument as __________________ of the entity named in this instrument.


                                       Notary Public
                                       My commission expires: __________________


STATE OF                                    )
                                            ) SS.
COUNTY OF ________________                  )

     I certify that on September  ___, 2005,  ______________________  personally
came before me and stated to my satisfaction that this person: (a) was the maker
of the  attached  instrument;  and, (b) was  authorized  to and did execute this
instrument as __________________ of the entity named in this instrument.




Notary Public
My commission expires:













                                    EXHIBIT C
                                    ---------

                     FORM OF LESSOR'S LIEN WAIVER AGREEMENT
                     --------------------------------------


     THIS LESSOR'S LIEN WAIVER AGREEMENT (the  "Agreement") is made as of _____,
20__ among __________________________ ("Lessor"), _____________________, with an
address at  ________________________  ("Agent")  and TIFFANY AND COMPANY,  a New
York  corporation,  with an office at 600  Madison  Avenue,  New York,  New York
("Lessee").

                                    RECITALS:

     Lessor and Lessee have entered into a Lease  Agreement  dated September __,
2005 (the  "Lease")  pursuant  to which  Lessor  has  leased to Lessee  property
together with the improvements and buildings  located thereon known as 15 Sylvan
Way , in the  Township of  Parsippany-Troy  Hills,  Morris  County,  New Jersey,
designated  as Lot 6.02 in Block  202 on the Tax Map of  Parsippany-Troy  Hills,
more  particularly  described in Exhibit A attached  hereto and made part hereof
(the "Premises").

     Lessee has entered into a______________, dated ___________ (as the same may
hereafter be amended, modified or supplemented from time to time, the "Financing
Agreement")  with  Agent,  and,  as  a  condition  precedent  to  the  financial
accommodations being made to Lessee pursuant to the Financing  Agreement,  Agent
requires,  among other things,  first priority  liens on Lessee's  equipment and
property  located on the Premises as more  particularly  identified in Exhibit B
attached hereto and made part hereof (the "Collateral").

     Lessor is willing to enter into this Agreement  waiving certain lien rights
of Lessor in the Collateral,  subject to the terms and conditions  hereafter set
forth.

     NOW,  THEREFORE,  for good and valuable  consideration,  mutual receipt and
sufficiency of which is hereby acknowledged, it is agreed:

     1. Lessor will  subordinate  in all respect any liens it may have in any of
the  Collateral to the liens of Agent under the Financing  Agreement  including,
without  limitation any statutory or possessory  liens and any rights of levy or
distraint for rent, subject to the terms and conditions hereafter set forth.

     2.  None of the  Collateral  shall  be  deemed  to be  part  of the  realty
constituting the Premises, whether or not attached to the real estate.

     3. Lessor will notify Agent if Lessee defaults on its obligations under the
Lease and allow Agent fifteen (15) days from Lessor's sending of notice in which
to cure or cause Lessee to cure any monetary default under the Lease, and thirty
(30)  days to cure any  non-monetary  default  or such  longer  period as may be
reasonably required to cure such non-monetary default, provided Agent shall have
commenced  curing such  non-monetary  default within such thirty (30) day period
and shall diligently and continuously prosecute the same to completion.

     4. If the Lease is terminated or Lessor retakes possession of the Premises,
Lessor shall notify Agent  ("Termination  Notice").  Agent shall have forty-five
(45) days from the  Termination  Notice to remove the  Collateral and repair any
damage  caused by the removal and,



if affected by the  removal,  restore to good  working  condition  all  building
operating systems in the Premises.

     5. If the Collateral is not removed within  forty-five  (45) days after the
Termination Notice, Lessor shall have the right, but shall not be obligated,  to
remove the Collateral and dispose of the Collateral in any manner Lessor elects,
in its reasonable  discretion,  without liability to Agent or Lessee and without
obligation to account to Agent or Lessee.  Lessee and Agent shall  reimburse all
reasonable  costs and  expenses  of  Lessor in  removing  and  disposing  of the
Collateral,  including  without  limitation,  storage  costs if Lessor elects to
store the Collateral, for which obligation Agent and Lessee shall be jointly and
severally liable.

     6. All notices, made pursuant to, under or by virtue of this Agreement must
be in writing.  Counsel for any party is authorized to execute notices on behalf
of such  party.  All  notices,  demands  or  requests  (except  those to persons
receiving copies of notices, which can be transmitted via confirmed telecopy, or
as provided  below),  shall be  personally  delivered  or mailed to the party to
which the notice,  demand or request is being made by  certified  or  registered
mail,  return receipt requested or by overnight courier service with a signature
required for delivery  personally or by overnight courier service,  addressed as
follows:

     (a) to Lessee



     (b) to Lessor



     (c) to Agent



     Notices,  demands  and  requests  which  shall be given to any party in the
manner  aforesaid shall be deemed to have been given on the date of receipt,  if
personally  delivered or delivered by overnight courier service (or upon sending
of a confirmed telecopy,  with respect to persons to receive copies of notices),
or three (3) days after being  deposited  with the United States mail, if mailed
as aforesaid.

     7. The  agreements  contained  herein shall  continue in force until all of
Lessee's obligations and liabilities to Agent are paid and satisfied in full and
all financing  arrangements  between Agent and Lessee have been  terminated,  or
until the Lease has been terminated.  This Agreement is binding upon the parties
and their successors and assigns.  This Agreement may not be amended or modified
except by  written  instrument  executed  and  delivered  by the  parties.  This
Agreement  contains  the entire  agreement  of the parties  with  respect to the
matters contained herein.






     INTENDING TO BE LEGALLY BOUND, the parties have executed and delivered this
Agreement as of the day and year set forth at the beginning of this Agreement.



____________________________________________________________________________________________________________

                                                          
Witness:                                                     Lessee:



____________________________________________                 By:____________________________________________

                                                             Name:
                                                             Title:


____________________________________________________________________________________________________________

Witness:                                                     Lessor



____________________________________________                 By:____________________________________________

                                                             Name:
                                                             Title:


____________________________________________________________________________________________________________

Witness:                                                     Agent:



____________________________________________                 By:____________________________________________
                                                             Name:
                                                             Title:

____________________________________________________________________________________________________________












                               CORPORATE GUARANTY


     In  consideration  of and as an inducement for the granting,  execution and
delivery  of  the  foregoing   Lease   Agreement,   dated  September  ___,  2005
(hereinafter  called  "Lease"),  by CLF  SYLVAN  WAY  LLC,  a  Delaware  limited
liability company,  the Lessor therein named (hereinafter  called "Lessor"),  to
Tiffany  and  Company,  a  New  York  corporation,   the  Lessee  therein  named
(hereinafter  called "Lessee"),  and in further  consideration of the sum of One
Dollar ($1.00) and other good and valuable  consideration  paid by Lessor to the
undersigned,  Tiffany & Co., a Delaware  corporation  (hereinafter called "Lease
Guarantor"),  Lease Guarantor,  intending to be legally bound, hereby guarantees
to Lessor,  its successors and assigns,  the full and prompt payment when due of
all Net Rent and Additional  Rent and any and all other sums and charges payable
by Lessee under the Lease,  and the full,  faithful and prompt  performance  and
observance of all the  covenants,  terms,  conditions,  and  agreements  therein
provided to be performed and observed by Lessee (the  "Obligations");  and Lease
Guarantor  does hereby become surety to Lessor,  its  successors and assigns for
and with respect to all of the Obligations.

     Lease  Guarantor  hereby  covenants  and  agrees  to and with  Lessor,  its
successors and assigns, that if default shall at any time be made by Lessee, its
successors and assigns, in the payment of any such rent or other sums or charges
payable by Lessee under the Lease or in the performance of any of the covenants,
terms, conditions or agreements contained in the Lease, which default shall have
continued  uncured after notice,  if required under the Lease, and expiration of
any applicable grace period under the Lease,  Lease Guarantor will forthwith pay
such rent or other sums or charges to Lessor,  its successors  and assigns,  and
any arrears thereof,  and will forthwith  faithfully  perform and fulfill all of
such  covenants,  terms,  conditions and  agreements,  and will forthwith pay to
Lessor all damages and all costs and expenses that may arise in  consequence  of
any default by Lessee,  its successors and assigns,  under the Lease (including,
without limitation,  all reasonable attorneys' fees incurred by Lessor or caused
by any such default and/or by the enforcement of this Guaranty).

     This Guaranty is an absolute and unconditional guaranty of payment (and not
of  collection)  and of  performance  and  is  also a  surety  agreement.  Lease
Guarantor's  liability  hereunder is direct and may be enforced  without  Lessor
being  required  to resort  to any other  right,  remedy  or  security  and this
Guaranty  shall be  enforceable  against Lease  Guarantor,  its  successors  and
assigns,  without the necessity for any suit or  proceedings on Lessor's part of
any kind or nature whatsoever  against Lessee,  its successors and assigns,  and
without  the  necessity  of  any  notice  to  Lease  Guarantor  of  non-payment,
non-performance  or  non-observance or the continuance of any such default or of
any notice of  acceptance  of this  Guaranty or of Lessor's  intention to act in
reliance  hereon or of any other notice or demand to which Lease Guarantor might
otherwise be entitled, all of which Lease Guarantor hereby expressly waives; and
Lease Guarantor  hereby  expressly agrees that the validity of this Guaranty and
the  obligations  of Lease  Guarantor  hereunder  shall in nowise be terminated,
affected  or  impaired  by reason of the  assertion  or the failure to assert by
Lessor against Lessee, or Lessee's  successors and assigns, of any of the rights
or remedies reserved to Lessor pursuant to the provisions of the Lease.

     This  Guaranty  shall be a continuing  Guaranty,  and (whether or not Lease
Guarantor  shall have notice or knowledge of any of the following) the liability
and obligation of Lease Guarantor

                                       1


hereunder shall be absolute and unconditional (except as hereafter provided) and
shall  remain in full  force and  effect  without  regard  to,  and shall not be
released, discharged or in any way impaired by (a) any amendment or modification
of, or supplement to, or extension or renewal of, the Lease or any assignment or
transfer thereof;  (b) any exercise or non-exercise of any right,  power, remedy
or  privilege  under or in respect of the Lease or this  Guaranty or any waiver,
consent or  approval  by Lessor  with  respect to any of the  covenants,  terms,
conditions or agreements contained in the Lease or any indulgences, forbearances
or extensions of time for performance or observance  allowed to Lessee from time
to time  and for any  length  of  time;  (c) any  merger,  sale or  transfer  of
substantially  all the assets of or  dissolution  of or other event which severs
the corporate  relationship  between  Guarantor and Lessee,  (d) any bankruptcy,
insolvency, reorganization,  arrangement, readjustment, composition, liquidation
or similar  proceeding  relating to Lessee,  its successors and assigns or their
properties ; (e) any  limitation  on the liability or obligation of Lessee under
the Lease or its  estate in  bankruptcy  or of any  remedy  for the  enforcement
thereof,  resulting from the operation of any present or future provision of the
federal  bankruptcy  law or any other statute or from the decision of any court;
(f) any sublease or transfer by Lessee or any  assignment of its interest  under
the Lease;  or (g) any  termination of the Lease as permitted in the Lease prior
to the expiration of its term.

     All of Lessor's rights and remedies under the Lease and under this Guaranty
are  intended to be  distinct,  separate  and  cumulative  and no such right and
remedy therein or herein mentioned is intended to be in exclusion of or a waiver
of any of the others. No termination of the Lease or taking or recovering of the
premises demised thereby, as permitted in the Lease, shall deprive Lessor of any
of its rights and remedies  against Lease  Guarantor  under this Guaranty.  This
Guaranty  shall apply to the  Obligations  pursuant to any  extension,  renewal,
amendment,  modification  and  supplement  of or to the  Lease as well as to the
Obligations  thereunder  during the original term thereof in accordance with the
original provisions thereof.

     The Lease Guarantor  hereby waives any requirement that the Lessor protect,
secure,  perfect or insure any security interest or Lien or any property subject
thereto  or  exhaust  any right to take any  action  against  any  person or any
collateral (including any rights relating to marshaling of assets).

     The  Obligations  will be paid strictly in accordance with the terms of the
Lease,   regardless  of  the  value,   genuineness,   validity,   regularity  or
enforceability  of the Obligations.  The liability of the Lease Guarantor to the
extent herein set forth shall be absolute and unconditional (except as otherwise
provided  herein),  not  subject  to  any  reduction,  limitation,   impairment,
termination,  defense,  offset,  counterclaim  or recoupment  whatsoever (all of
which are hereby expressly  waived by the Lease Guarantor)  whether by reason of
any claim of any character whatsoever,  including, without limitation, any claim
of waiver,  release,  surrender,  alteration or compromise,  or by reason of any
liability at any time to the Lease  Guarantor or  otherwise,  whether based upon
any obligations or any other agreements or otherwise, howsoever arising, whether
out of action or  inaction or  otherwise  and whether  resulting  from  default,
willful misconduct,  negligence or otherwise, and without limiting the foregoing
irrespective of: (a) any lack of validity or  enforceability  of the Lease or of
any agreement or instrument relating thereto; (b) any change in the time, manner
or place of payment  of, or in any other  term in respect  of, all or any of the
Obligations,  or any other amendment or waiver of or consent to Obligations,  or
any other  amendment or waiver of or consent to any departure  from the Lease or
any other agreement

                                       2


relating to any  Obligations;  (c) any  increase in,  addition  to,  exchange or
release  of,  or  nonperfection  of any Lien on or  security  interest  in,  any
collateral  or any release or amendment or waiver of or consent to any departure
from  or  failure  to  enforce  any  other  guarantee,  for  all  or  any of the
indebtedness;  (d) the absence of any action on the part of the Lessor to obtain
payment for the Obligations  from the Lessee;  (e) any  insolvency,  bankruptcy,
reorganization  or  dissolution,  or any  proceeding  of the Lessee or the Lease
Guarantor,   including,   without   limitation,   rejection  of  the  guaranteed
Obligations in such bankruptcy; or (f) the absence of notice or any delay in any
action to enforce any Obligations or to exercise any right or remedy against the
Lease Guarantor or the Lessee, whether hereunder, under any Obligations or under
any agreement or any indulgence, compromise or extension granted.

     Lease  Guarantor  further agrees that, to the extent that the Lessee or the
Lease  Guarantor  makes a payment or payments to the  Lessor,  which  payment or
payments  or any part  thereof  are  subsequently  invalidated,  declared  to be
fraudulent or preferential, set aside and/or required to be repaid to the Lessee
or the Lease  Guarantor or their  respective  estate,  trustee,  receiver or any
other  party  under any  bankruptcy  law,  state or federal  law,  common law or
equitable cause, then to the extent of such payment or repayment,  this Guaranty
and the advances or part thereof  which have been paid,  reduced or satisfied by
such amount shall be reinstated and continued in full force and effect as of the
date of such initial payment, reduction or satisfaction occurred.

     Upon the  occurrence of an Event of Default (as defined in the Lease),  and
continuing  until  such time as such  Event of  Default  shall be  cured,  Lease
Guarantor shall hereby subordinate any and all rights (direct or indirect) which
it may now or hereafter acquire,  of subrogation,  contribution,  reimbursement,
indemnification or other rights of payment or recovery from any person or entity
(including,  without limitation,  the Lessee) for any payments made by the Lease
Guarantor hereunder.

     Lease  Guarantor  represents  and warrants to Lessor that (a) the execution
and delivery of this Guaranty has been duly authorized by the Board of Directors
of Lease Guarantor, (b) the making of this Guaranty does not require any vote or
consent of  shareholders  of Lease  Guarantor  and (c) Lessee is a wholly  owned
subsidiary of Lease Guarantor.

     This  Guaranty  shall be  legally  binding  upon  Lease  Guarantor  and its
successors  and  assigns  and  shall  inure to the  benefit  of  Lessor  and its
successors  and assigns.  The terms and  provisions  of this  Guaranty  shall be
governed by the laws of the State of New Jersey.

     Lease Guarantor will not enter into any amendment to this Guaranty,  and no
such amendment will be effective in any event, without the prior written consent
thereto by the Lender (as defined in the Lease).  Lease Guarantor will from time
to time during the term of the Lease,  promptly  following  request of Lessor or
Lender,  confirm in writing to Lessor and to Lender  that Lease  Guarantor:  (i)
agrees  to  deliver  to  Lender  duplicate   original  copies  of  all  notices,
undertakings,  demands,  statements,  offers, documents and other instruments or
communications  which it is or may be required or permitted to give, make, serve
or deliver pursuant to this Guaranty,  and acknowledges that no delivery of such
notice,  demand,  statement,  offer or other communication shall be of any force
and effect unless a duplicate copy is delivered to Lender or its designee,  (ii)
no amendment, modification,  surrender or cancellation of this Guaranty shall be
binding upon or against Lender unless  consented to in writing by Lender,  (iii)
represents and

                                       3


warrants that this Guaranty is in full force and effect,  and (iv) certifies the
truth and accuracy of a copy of this  Guaranty,  and (vi) such other  matters as
may  reasonably  be  requested  by the  party  requesting  the  certificate.  If
requested by Lender,  Lease Guarantor  further agrees to provide an opinion from
its general counsel or in-house counsel addressed to Lender, any rating agencies
and any other  parties  purchasing  or owning an interest in the loan secured by
the Leased Premises,  to the effect that (1) this Guaranty is duly authorized by
all necessary  corporate action of Lease  Guarantor,  (2) the Lease Guarantor is
duly formed and in good standing  under the laws of its state of formation,  (3)
this  Guaranty is  enforceable  against Lease  Guarantor in accordance  with its
terms,  and (4) this  Guaranty  does not conflict  with any  agreements to which
Lease Guarantor is a party.

     Lease  Guarantor  and Lessor (by its  acceptance of this  Guaranty)  hereby
mutually waive trial by jury in connection with any dispute arising hereunder.

     Notwithstanding  anything to the contrary  contained in this Guaranty:  (i)
nothing  herein shall relieve  Lessor of its obligation to provide to Lessee any
notice of default  required under the Lease or constitutes a waiver of any grace
period  applicable under the Lease, and Lease Guarantor shall not be required to
answer for any  default by Lessee  under the Lease  unless and until  Lessee has
been provided such notices of and  opportunities  to cure claimed defaults under
the Lease to the extent the Lease shall provide;  (ii) Lease  Guarantor does not
waive any defenses to the  Obligations  arising out of,  related to, or based in
whole or in part on payment and  performance of the  Obligations,  that the time
for payment and  performance of the Obligations has not accrued and that payment
and  performance  of the  Obligations  is  legally  excused,  all of  which  are
expressly  reserved;  and (iii) if  Lessee  and  Lease  Guarantor  are no longer
Affiliates, as defined in the Lease, and Lessor has been so notified, then Lease
Guarantor  shall be provided  notice of all defaults under the Lease as and when
such notices are provided to Lessee,  as well as notice of any amendments of the
Lease.

     In connection with the delivery of this Guaranty to Lessor, Lease Guarantor
hereby  covenants to deliver to Lessor,  either in print or electronic form, the
following information: (i) at such point when Lease Guarantor shall no longer be
a  publicly  listed or traded  company  on a  national  stock  exchange,  annual
financial  statements for Lease Guarantor,  audited by an independent  certified
public  accountant,  within  ninety  (90) days after the end of each fiscal year
during  the  term of the  Lease  (as the same may be  extended),  following  the
occurrence of such event; and (ii) copies of any changes to the credit rating of
Lease Guarantor as issued by any rating agency then rating the Lease Guarantor.

                  [Remainder of page intentionally left blank]





                                       4





     IN WITNESS WHEREOF, Lease Guarantor,  intending to be legally bound hereby,
has caused this Guaranty to be executed by its duly authorized  officers and its
corporate  seal to be hereunto duly  affixed,  as of this ____ day of September,
2005.


                                               TIFFANY & CO.,
                                               a Delaware corporation


                                      By:      ___________________________
                                               Name:
                                               Title: