[LETTERHEAD OF THE PORT AUTHORITY OF NY & NJ] October 6, 1998 Mr. Declan A. French President IT Staffing Ltd. 1 World Trade Center Suite 7967 New York, NY 10048 REFERENCE: ONE WORLD TRADE CENTER - SUITE NO. 7847 Dear Mr. French: Below, please find a proposal detailing the basic terms and conditions applicable to the space you selected. Upon acceptance, the following will be incorporated into the lease documents. LESSEE: IT Staffing Ltd. ADDRESS: One World Trade Center New York, NY 10048 REPRESENTATIVE: Mr. Declan A. French STATE OF INCORPORATION: New York USE OF SPACE: Administrative, clerical and executive offices for the lessee's business as an international personnel recruitment office. FLOOR AND AREA: 1,214 rentable square feet SUITE: # 7847 [LETTERHEAD OF THE PORT AUTHORITY OF NY & NJ] TERM: Three (3) years LEASE & RENT COMMENCEMENT DATE: November 1, 1998 subject to postponement RENTAL RATE: PERIOD-YR RENT-RSF RENT-MO RENT-YR YRS. 1-3 $39 $3,946 $47,352 TAX BASE: (1998/1999) Tax Base Year - the lessee will pay for all PILOT increases above that amount. OPERATING EXPENSE Based on Porter's Wage in effect on January 1, ESCALATION: 1998 and escalated annually on a $0.01/$0.01 formula, including fringe benefits. SECURITY DEPOSIT: To be determined upon review of lessee's financials LIABILITY INSURANCE: $1,000,000 combined singled limit liability and general liability insurance. TAX I.D. NO.: To be determined CLEANING: Cleaning is included in rent. ELECTRICITY: Tenant will pay for electricity used as determined by survey. LANDLORD'S WORK: Space will be taken in its "as-is" condition. RELOCATION: The Port Authority will have a right to relocate the lessee during the term of the letting to comparable space in the World Trade Center. In the event of such a move, the Port Authority will pay all reasonable relocations costs. THIS PROPOSAL DOES NOT REPRESENT AN AGREEMENT OF ANY KIND AND THE PARTIES SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH IT UNLESS AND UNTIL A LEASE AGREEMENT IS SIGNED BY BOTH PARTIES. THE PORT AUTHORITY OF NY & NJ ONE WORLD TRADE CENTER NEW YORK, NY 10048 (212) 435-7000 (973) 961-6600 -3- If the above is acceptable, please sign below as indicated and return same to me. I will then proceed with the preparation of the appropriate documents. Sincerely, /s/ Gilbert Weinstein Gilbert Weinstein Assistant Manager International Sales and Leasing The World Trade Center IT STAFFING LTD. CONCURRED: Declan French ----------------------------------------- (Print Name) SIGNATURE: /s/ Declan French ----------------------------------------- TITLE: President ----------------------------------------- DATE: October 6, 1998 -----------------------------------------