STANDARD FORM OF OFFICE LEASE

 

                                                                EXHIBIT 10.59

                                                                       2/94

                         STANDARD FORM OF OFFICE LEASE
                    THE REAL ESTATE BOARD OF NEW YORK, INC.

Agreement of Lease, made as of this          day of May 22, 1996, between
IRONWOOD REALTY CORPORATION, a Delaware corporation, party of the first part,
hereinafter referred to as OWNER, and GYNCOR, INC., an Illinois corporation,
having its principal offices at 750 North Orleans St., Chicago, Illinois, party
of the second part, hereinafter referred to as TENANT.

Witnesseth:     Owner hereby leases to Tenant and Tenant hereby hires from Owner
Entire 9th and 10th Floors and a portion of the Thirteen (13th) floor as shown
as the Cross hatched area on the attached plan in the building known as 635
Madison Avenue in the Borough of Manhattan, City of New York, for the term of
TEN (10) YEARS plus the period from the Term Commencement Date (hereafter
defined) to the Rent Start Date (hereafter defined) (or until such term shall
sooner cease and expire as hereinafter provided) to commence on the Term
Commencement Date      and to end on ten (10) years after the Rent Start Date*
See Clause 53 both dates inclusive, at an annual rental rate of      SEE CLAUSE
44.

which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant shall
pay the first      monthly installment(s) on the execution hereof (unless this
lease be a renewal).

        The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns, hereby
covenant as follows:
RENT:        1.  Tenant shall pay the rent as above and as hereinafter provided.

OCCUPANCY:   2.  Tenant shall use and occupy demised premises for OB-GYN medical
office with special emphasis on infertility and assisted reproductive
technology (but not abortion on demand) and general office use and for no other
purpose. 

TENANT       3. Except for Tenant's initial buildout, Tenant shall make no   
ALTERATIONS: changes in or to the demised premises of any nature (other than
nonstructural decorations) without Owner's prior written consent not to be
unreasonably withheld or delayed.  Subject to the prior written consent of
Owner, and to the provisions of this article, Tenant, at Tenant's expense, may
make alterations, installations, additions or improvements which are
non-structural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved in each instance by Owner. Tenant shall,
before making any alterations, additions, installations or improvements, at its
expense, obtain all permits, approvals and certificates required by any
governmental or quasi-governmental bodies and (upon completion) certificates of
final approval thereof and shall deliver promptly duplicates of all such
permits, approvals and certificates to Owner and Tenant agrees to carry and will
cause Tenant's contractors and sub-contractors to carry such workman's
compensation, general liability, personal and property damage insurance as
Owner may reasonably require.  If any mechanic's lien is filed against the
demised  premises, or the building of which the same forms a part, for work
claimed to have been done for, or materials furnished to, Tenant, whether or
not done pursuant to this article, the same shall be discharged by Tenant
within thirty days thereafter, at Tenant's expense, by payment or filing the
bond required by law.  All fixtures and all paneling, partitions, railings and
like installations, installed in the premises at any time, either by Tenant or
by Owner on Tenant's behalf, shall, upon installation, become the property of
Owner and shall remain upon and be surrendered with the demised premises unless
Owner, by notice to Tenant no later than twenty days prior to the date fixed as
the termination of this lease, elects to relinquish Owner's right thereto and
to have them removed by Tenant other than Tenant's initial buildout in which
event the same shall be removed from the premises by Tenant prior to the
expiration of the lease, at Tenant's expense.  Nothing in this Article shall be
construed to give Owner title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment, but upon removal of any such
from the premises or upon removal of other installations as may be required by
Owner, Tenant shall immediately and at its expense, repair and restore the
premises to the condition existing prior to installation normal wear and tear
expected and repair any damage to the demised premises or the building due to
such removal.  All property permitted or required to be removed, by Tenant at
the end of the term remaining in the premises after Tenant's removal shall be
deemed abandoned and may, at the election of Owner, either be retained as
Owner's property or may be removed from the premises by Owner, at Tenant's
expense.

MAINTENANCE  4. Tenant shall, throughout the term of this lease, take good
AND          care of the demised premises and the fixtures and appurtenances 
REPAIRS:     therein.  Tenant shall be responsible for all damage or injury to
the demised premises or any other part of the building and the systems and
equipment thereof, whether requiring structural or nonstructural repairs caused
by or resulting from carelessness, omission, neglect or improper conduct of
Tenant, Tenant's subtenants, agents, employees, invitees or licensees, or which
arise out of any work, labor, service or equipment done for or supplied to
Tenant or any subtenant or arising out of the installation, use or operation of
the property or equipment of Tenant or any subtenant, but not caused by or
resulting from the acts of omission of other tenants in the Building, Owner,
its agents and employees.  Tenant   

shall also repair all damage to the building and the demised premises
caused by the moving of Tenant's fixtures, furniture and equipment.  Tenant
shall promptly make, at Tenant's expense, all repairs in and to the demised
premises for which Tenant is responsible, using only the contractor for the
trade or trades in question, selected from a list of at least two contractors
per trade submitted by Owner. Any other repairs in or to the building or the
facilities and systems thereof for which Tenant is responsible shall be
performed by Owner at the Tenant's expense.  Owner shall maintain in good
working order and repair the exterior and the structural portions of the
building, including the structural portions of its demised premises, and the
public portions of the building interior and the building plumbing, electrical,
heating and ventilating systems (to the extent such systems presently exist)
serving the demised premises and the roof and curtain walls.  Tenant agrees to
give prompt notice of any defective condition in the premises for which Owner
may be responsible hereunder.  There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the building or the demised premises or in and to the fixtures, appurtenances
or equipment thereof.  It is specifically agreed that Tenant shall not be
entitled to any setoff or reduction of rent by reason of any failure of Owner
to comply with the covenants of this or any other article of this Lease. 
Tenant agrees that Tenant's sole remedy at law in such instance will be by way
of an action for damages for breach of contract. The provisions of this Article
4 shall not apply in the case of fire or other casualty which are dealt with in
Article 9 hereof.

WINDOW                  5.  Tenant will not clean nor require, permit, suffer
CLEANING:               or allow any window in the demised premises to be 
                        cleaned from the outside in violation of Section 202
of the Labor Law or any other applicable law or of the Rules of the Board of
Standards and Appeals, or of any other Board or body having or asserting
jurisdiction.

                   
REQUIREMENTS            6.  Prior to the commencement of the lease term, if 
OF LAW,                 Tenant is then in possession, and at all times
FIRE INSURANCE,         thereafter, Tenant, at Tenant's sole cost and expense,
FLOOR LOADS:            shall promptly comply with all present and future laws,
                        orders and regulations of all state, federal, municipal
and local governments,  departments, commissions and boards and any
direction of any public officer pursuant to law, and all orders, rules and
regulations of the New York Board of Fire Underwriters, Insurance Services
Office, or any similar body which shall impose any violation, order or duty upon
Owner or Tenant with respect to the demised premises, whether or not arising out
of Tenant's use or manner of use thereof, (including Tenant's permitted use) or,
with respect to the building if arising out of Tenant's use or manner of use of
the premises or the building (including the use permitted under the lease). 
Nothing herein shall require Tenant to make structural repairs or alterations
unless Tenant has, by its manner of use of the demised premises or method of
operation therein, violated any such laws, ordinances, orders, rules,
regulations or requirements with respect thereto.  Tenant may, after securing
Owner to

Owner's satisfaction against all damages, interest, penalties and expenses,
including, but not limited to, reasonable attorney's fees, by cash deposit or
by surety bond in an amount and in a company satisfactory to Owner, contest and
appeal any such laws, ordinances, orders, rules, regulations or requirements
provided same is done with all reasonable promptness and provided such appeal
shall not subject Owner to prosecution for a criminal offense or constitute a
default under any lease or mortgage under which Owner may be obligated, or
cause the demised premises or any part thereof to be condemned or vacated. 
Tenant shall not do or permit any act or thing to be done in or to the demised
premises which is contrary to law, or which will invalidate or be in conflict
with public liability, fire or other policies of insurance at any time carried
by or for the benefit of Owner with respect to the demised premises  or the
building of which the demised premises form a part, or which shall or might
subject Owner to any liability or responsibility to any person or for property
damage.  Tenant shall not keep anything in the demised premises except as now
or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority having jurisdiction, and then
only in such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy. 
Tenant shall pay effect prior to the commencement of Tenant's occupancy. 
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may
be imposed upon Owner by reason of Tenant's failure to comply with the
provisions of this article and if by reason of such failure the fire insurance
rate shall, at the beginning of this lease or at any time thereafter, be higher
than it otherwise would be, then Tenant shall reimburse Owner, as additional
rent hereunder, for that portion of all fire insurance premiums thereafter paid
by Owner which shall have been charged because of such failure by Tenant.  In
any action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or demised premises issued by the New York
Fire Insurance Exchange, or other body making fire insurance rates applicable
to said premises shall be conclusive evidence of the facts therein stated and
of the several items and charges in the fire insurance rates then applicable to
said premises.  Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot area which it was designed to 
carry and which is allowed by law.  Owner reserves the right to prescribe the
weight and position of all safes, business machines and mechanical equipment. 
Such installations shall be placed and maintained by Tenant, at Tenant's
expense, in settings sufficient, in Owner's judgement, to absorb and prevent
vibration, noise and annoyance.

SUBORDINATION:         7. This lease is subject and subordinate to all ground
                       or underlying leases and to all mortgages which may now  
or hereafter affect such leases or the real property of which demised premises
are a part and to all renewals, modifications, consolidations, replacements and
extensions of any such underlying leases and mortgages.  This clause shall be
self-operative and no further instrument of subordination shall be required by
any ground or underlying lessor or by any mortgagee, affecting any lease or the
real property of which the demised premises are a part.  In confirmation of such
subordination.  Tenant shall from time to time execute promptly any certificate
that Owner may request.

PROPERTY LOSS,         8. Owner or its agents shall not be liable for any
DAMAGE REIMBURSEMENT   damage to property of Tenant or of others entrusted to 
INDEMNITY:             employees of the building, nor for loss of or damage to
                       any property of Tenant by theft or otherwise, nor for
any injury or damage to persons or property resulting from any cause of
whatsoever nature, unless caused by or due to the intentional act or negligence
of Owner, its agents, servants or employees.  Owner or its agents will not be
liable for any such damage caused by other tenants or persons in, upon or about
said building or caused by operations in construction of any private, public or
quasi public work.  Tenant shall indemnify and save harmless Owner against and
from all liabilities, obligations, damages, penalties, claims, costs and
expenses for which Owner shall not be reimbursed by insurance, including
reasonable attorneys fees, paid, suffered or incurred as a result of any breach
by Tenant, Tenant's agents, contractors, employees, invitees, or licensees, of
any covenant or condition of this lease, or the carelessness, negligence or
improper conduct of the Tenant, Tenant's agents, contractors, employees,
invitees or licensees.  Tenant's liability under this lease extends to the acts
and omissions of any sub-tenant, and any agent, contractor, employee, invitee
or licensee of any sub-tenant.  In case any action or proceeding is brought
against Owner by reason of any such claim, Tenant, upon written notice from
Owner, will, at Tenant's expense, resist or defend such action or proceeding by
counsel approved by Owner in writing, such approval not to be unreasonably
withheld:

DESTRUCTION, FIRE       9. (a) If the demised premises or any part thereof shall
AND OTHER CASUALTY:    be damaged by fire or other casualty, Tenant shall give
                       immediate notice thereof to Owner and this lease shall 
continue in full force and effect except as hereinafter set forth.  (b) If the
demised premises are partially damaged or rendered partially unusable by fire
or other casualty, the damages thereto shall be repaired by and at the expense
of Owner and the rent and other items of additional rent, until such repair
shall be substantially completed and ready for Tenant's occupancy shall be
apportioned from the day of the casualty according to the part of the premises
which is usable.  (c) If the demised premises are totally damaged or rendered
wholly unusable by fire or other casualty, then the rent and other items of
additional rent as hereinafter expressly provided shall be proportionately paid
up to the time of the casualty and thenceforth shall cease until the date when
the premises shall have been repaired and restored by Owner and ready for
Tenant's occupancy (or sooner reoccupied in part by Tenant then rent shall be
apportioned as provided in subsection (b) above), subject to Owner's right to
elect not to restore the same as hereinafter provided.  (d) If the demised
premises are rendered wholly unusable or (whether or not the demised premises
are damaged in whole or in part) if the building shall be so damaged that Owner
shall decide to demolish it or to rebuild it, then, in any of such events, 
Owner may elect to terminate this lease by written notice to Tenant, given
within 30 days after such fire or casualty, specifying a date for the
expiration of the lease, which date shall

Rider to be added if necessary.

     not be more than 60 days after the giving of such notice, and upon the date
     specified in such notice the term of this lease shall expire as fully and
     completely as if such date were the date set forth above for the
     termination of this lease and Tenant shall forthwith quit, surrender and
     vacate the premises without prejudice however, to Landlord's rights and
     remedies against Tenant under the lease provisions in effect prior to such
     termination, and any rent owing shall be paid up to such date and any
     payments of rent made by Tenant which were on account of any period
     subsequent to such date shall be returned to Tenant.  Unless Owner shall
     serve a termination notice as provided for herein, Owner shall make the
     repairs and restorations under the conditions of (b) and (c) hereof, with
     all reasonable expedition, subject to delays due to adjustment of
     insurance claims, labor troubles and causes beyond Owner's control.  After
     any such casualty, Tenant shall cooperate with Owner's restoration by
     removing from the premises as promptly as reasonably possible, all of
     Tenant's salvageable inventory and moveable equipment, furniture, and
     other property. Tenant's liability for rent shall resume five (5) days
     after written notice from Owner that the premises are substantially ready
     for Tenant's occupancy. (e) Nothing contained hereinabove shall relieve
     Tenant or Owner from liability that may exist as a result of damage from
     fire or other casualty. Notwithstanding the foregoing, including Owner's
     obligation to restore under subparagraph (b) above, each party shall look
     first to any insurance in its favor before making any claim against the
     other party for recovery for loss or damage resulting from fire or other
     casualty, and to the extent that such insurance is in force and
     collectible and to the extent permitted by law, Owner and Tenant each
     hereby releases and waives all right of recovery with respect to
     subparagraphs (b), (d), and (e) above, against the other or any one
     claiming through or under each of them by way of subrogation or otherwise. 
     The release and waiver herein referred to shall be deemed to include any
     loss or damage to the demised premises and/or to any personal property,
     equipment, trade fixtures, goods and merchandise located therein.  The
     foregoing release and waiver shall be in force only if both releasors'
     insurance policies contain a clause providing that such a release or
     waiver shall not invalidate the insurance.  If, and to the extent, that
     such waiver can be obtained only by the payment of additional premiums,
     then the party benefiting from the waiver shall pay such premium within
     ten days after written demand or shall be deemed to have agreed that the
     party obtaining insurance coverage shall be free of any further obligation
     under the provisions hereof with respect to waiver of subrogation.  Tenant
     acknowledges that Owner will not carry insurance on Tenant's furniture
     and/or furnishings or any fixtures or equipment, improvements, or
     appurtenances removable by Tenant and agrees that Owner will not be
     obligated to repair any damage thereto or replace the same unless caused
     by the acts or omissions of Owner. (f) Tenant hereby waives the provisions
     of Section 227 of the Real Property Law and agrees that the        
     provisions of this article shall govern and control in lieu thereof.

     EMINENT          10. If the whole or any part of the demised premises
     DOMAIN:          shall be acquired or condemned by Eminent Domain for any
                      public or quasi public use or purpose, then and in that
     event, the term of this lease shall cease and terminate from the date of
     title vesting in such proceeding and Tenant shall have no claim for the
     value of any unexpired term of said lease and assigns to Owner, Tenant's
     entire interest in any such award.  Tenant shall have the right to make
     an independent claim to the condemning authority for the value of Tenant's
     moving expenses and personal property, trade fixtures and equipment,
     provided Tenant is entitled pursuant to the terms of the lease to remove
     such property, trade fixture and equipment at the end of the term and
     provided further such claim does not reduce Owner's award.

     ASSIGNMENT,      11. Tenant, for itself, its heirs, distributees,
     MORTGAGE, ETC.:  executors, administrators, legal representative, 
                      successor and assigns, expressly covenants that it
     shall not assign, mortgage or encumber this agreement, nor underlet, or
     suffer or permit the demised premises or any part thereof to be used by
     others, without the prior written consent of Owner in each instance not to
     be unreasonably withheld or delayed.  If this lease be assigned, or if the
     demised premises or any part thereof be underlet or occupied by anybody
     other than Tenant, Owner may, after default by Tenant, collect rent from
     the assignee, under-tenant or occupant, and apply the net amount collected
     to the rent herein reserved, but no such assignment, underletting,
     occupancy or collection shall be deemed a waiver of this covenant, or the
     acceptance of the assignee, under-tenant or occupant as tenant, or a
     release of Tenant from the further performance by Tenant of covenants on
     the part of Tenant herein contained.  The consent by Owner to an
     assignment or underletting shall not in any wise be construed to relieve
     Tenant from obtaining the express consent in writing of Owner to any
     further assignment or underletting.

     ELECTRIC         12. Rates and conditions in respect to submetering or
     CURRENT:         rent inclusion, as the case may be, to be added in RIDER
                      attached hereto. Tenant covenants and agrees that at
                      all times its use of electric current shall not exceed
     the capacity of existing feeders to the building or the risers or wiring
     installation and Tenant may not use any electrical equipment which, in
     Owner's opinion, reasonably exercised, will overload such installations or
     interfere with the use thereof by other tenants of the building.  The
     change at any time of the character of electric service shall in no wise
     make Owner liable or responsible to Tenant, for any loss, damages or
     expenses which Tenant may sustain.

     ACCESS TO        13. Owner or Owner's agents shall have the right (but
     PREMISES:        shall not be obligated) to enter the demised premises
     in any emergency at any time, and, at other times, upon reasonable advance
     notice during normal business hours, to examine the same and to make
     such repairs, replacements and improvements as Owner may deem necessary
     and reasonably desirable to the demised premises or to any other portion
     of the building or which Owner may elect to perform.  Tenant shall permit
     Owner to use and maintain and replace pipes and conduits in and through
     the demised premises and to erect new pipes and conduits therein provided
     they are concealed within the walls, floor, or ceiling.  Owner may, during
     the progress of any work in the demised premises, take all necessary
     materials and equipment into said premises without the same constituting
     an eviction nor shall the Tenant be entitled to any abatement of rent
     while such work is in progress nor to any  damages by reason of loss or
     interruption of business or otherwise.  Throughout the term hereof Owner
     shall have the right to enter the demised premises at reasonable hours for
     the purpose of showing the same to prospective purchasers or mortgagees of
     the building, and during the last six months of the term for  the purpose
     of showing the 

same to prospective tenants. If Tenant is not present to open and permit an
entry into the demised premises, Owner or Owner's agents may enter the same
whenever such entry may be necessary or permissible by master key or forcibly
(in the event of emergencies) and provided reasonable care is exercised to
safeguard Tenant's property, such entry shall not render Owner or it agents
liable therefor, nor in any event shall the obligations of Tenant hereunder be
affected. If during the last month of the term Tenant shall have removed all or
substantially all of Tenant's property therefrom Owner may immediately enter,
alter, renovate or redecorate the demised premises without limitation or
abatement of rent, or incurring liability to Tenant for any compensation and
such act shall have no effect on this lease or Tenant's obligations hereunder.

VAULT,         14. No Vaults, vault space or area, whether or not enclosed or
VAULT SPACE,   covered, not within the property line of the building is leased
AREA:          hereunder, anything contained in or indicated on any sketch,
               blueprint or plan, or anything contained elsewhere in this 
lease to the contrary notwithstanding. Owner makes no representations as to the
location of the property line of the building. All vaults and vault space and
all such areas not within the property line of the building, which Tenant may be
permitted to use and/or occupy, is to be used and/or occupied under a revocable
license, and if any such license be revoked, or if the amount of such space or
area be diminished or required by any federal, state, or municipal authority or
public utility, Owner shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual eviction.
Any tax, fee or charge of municipal authorities for such vault or area shall be
paid by Tenant.

OCCUPANCY:     15. Tenant will not at any time use or occupy the demised
               premises in violation of the certificate of occupancy issued for
               the building of which the demised premises are a part. 
Tenant has inspected the premises and accepts them as is, subject to the riders
annexed hereto with respect to Owner's work, if any. In any event, Owner makes
no representations as to the condition of the premises and Tenant agrees to
accept the same subject to violations, whether or not of record.

BANKRUPTCY:    16. (a) Anything elsewhere in this lease to the contrary
               notwithstanding, this lease may be cancelled by Owner by the
               sending of a written notice to Tenant within a reasonable time 
after the happening of any one or more of the following events: (1) the
commencement of a case of bankruptcy or under the laws of any state naming
Tenant as the debtor, however, Tenant shall have sixty (60) days to dismiss
an involuntary bankruptcy petition; or (2) the making by Tenant of an
assignment or any other arrangement for the benefit of creditors under any state
statute. Neither Tenant nor any person claiming through or under Tenant, or by
reason of any statue or order of court, shall thereafter be entitled to
possession of the premises demised but shall forthwith quit and surrender the
premises. If this lease shall be assigned in accordance with its terms, the
provisions of this Article 16 shall be applicable only to the party then owning
Tenant's interest in this lease.

               (b) it is stipulated and agreed that in the event of the
                   termination of this lease pursuant to (a) hereof, Owner 
shall forthwith, notwithstanding any other provisions of this lease to the
contrary, be entitled to recover from Tenant [Insert 1].

DEFAULT:       17. (1) If Tenant defaults in fulfilling any of the covenants of
               this lease other than the covenants for the payment of rent or
               additional rent; or if any execution or attachment shall be 
issued against Tenant or any of Tenant's property whereupon the demised premises
shall be taken or occupied by someone other than Tenant; or if this lease be
rejected under Section 235 of Title 11 of the U.S. Code (bankruptcy code); or if
Tenant shall fail to move into or take possession of the premises within thirty
(30) days after the commencement of the term of this lease, then, in any one or
more of such events, upon Owner serving a written thirty (30) days notice upon
Tenant specifying the nature of said default and upon the expiration of said
thirty (30) days, if Tenant shall have failed to comply with or remedy such
default, or if the said default or omission complained of shall be of a nature
that the same cannot be completely cured or remedied within said thirty (30) day
period, and if Tenant shall not have diligently commenced curing such default
within such thirty (30) day period, and shall not thereafter with reasonable
diligence and in good faith, proceed to remedy or cure such default, then Owner
may serve a written five (5) days' notice of cancellation of this lease upon
Tenant, and upon the expiration of said five (5) days this lease and the term
thereunder shall end and expire as fully and completely as if the expiration of
such five (5) day period were the day herein definitely fixed for the end and
expiration of this lease and the term thereof and Tenant shall then quit and
surrender the demised premises to Owner but Tenant shall remain liable as
hereinafter provided.
               (2) If the notice provided for in (1) hereof shall have been
               given, and the term shall expire as aforesaid; or if Tenant shall
               make default in the payment of the rent reserved herein or any
item of additional rent herein mentioned or any part of either or in making any
other payment herein required ten (10) days after notice from Landlord that such
amount is due and unpaid then and in any of such events Owner may with prior
notice, re-enter the demised premises, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made.

If Tenant shall make default hereunder prior to the date fixed as the
commencement of any renewal or extension of this lease, Owner may cancel and
terminate such renewal or extension agreement by written notice.

REMEDIES OF OWNER AND WAIVER OF REDEMPTION:

18. In case of any such default, re-entry, expiration and/or dispossess by
summary proceedings in accordance with applicable forcible entry and detainer
laws (a) the rent shall become due thereupon and be paid up to the time of such
re-entry, dispossess and/or expiration, (b) Owner may re-let the premises or
any part or parts thereof, either in the name of Owner or otherwise, for a term
or terms, which may at Owner's option be less than or exceed the period which
would otherwise have constituted the balance of the term of this lease and may
grant concessions or free rent or charge a higher rental than that in this
lease. [Insert 2]. Owner, in putting the demised premises in good order or
preparing the same for re-rental may, at Owner's option, make such alterations,
repairs, replacements, and/or decorations in the demised premises as Owner, in
Owner's sole judgement, considers advisable and necessary for the purpose of
re-letting the demised premises, and the making of such alterations, repairs,
replacements, and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid. In the event of a breach by
Tenant of any of the covenants or provisions hereof, Owner shall have the right
of injunction and the right to invoke any remedy allowed at law or in equity as
if re-entry, summary proceedings and other remedies were not herein provided
for. Mention in this lease of any particular remedy, shall not preclude Owner
from any other remedy, in law or in equity.

FEES AND EXPENSES:

19.   Except as otherwise provided herein, if Tenant shall default in the
observance or performance of any term or covenant on Tenant's part to be
observed or performed under or by virtue of any of the terms or provisions in
any article of this lease, after notice if required and upon expiration of any
applicable grace period if any, (except in an emergency), then, unless
otherwise provided elsewhere in this lease, Owner may immediately or at any
time thereafter and without notice perform the obligation of Tenant thereunder.
If Owner, in connection with the foregoing or in connection with any default by
Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs
any obligations for the payment of money, including but not limited to
reasonable attorneys' fees, in instituting, prosecuting or defending any action
or proceeding, and prevails in any such action or proceeding then Tenant will
reimburse Owner for such sums so paid or obligations incurred with interest and
costs. The foregoing expenses incurred by reason of Tenant's default shall be
deemed to be additional rent hereunder and shall be paid by Tenant to Owner
within ten (10) days of rendition of any bill or statement to Tenant therefor.
If Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable
by Owner, as damages.

BUILDING ALTERATIONS AND MANAGEMENT:

20.   Owner shall have the right at any time without the same constituting an
eviction and without incurring liability to Tenant therefor to change the
arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairs, toilets or other public parts of the building
(provided Owner gives reasonable advance notice to Tenant if such changes affect
the demised premises) and to change the name, number or designation by which the
building may be known. There shall be no allowance to Tenant for diminution of
rental value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or other Tenants making any
repairs in the building or any such alterations, additions and improvements.
Furthermore, Tenant shall not have any claim against Owner by reason of Owner's
reasonable imposition of such controls of the manner of access to the building
by Tenant's social or business visitors as the Owner may deem necessary for the
security of the building and its occupants.

NO REPRESENTATIONS BY OWNER:

21.   Except as otherwise provided herein, neither Owner nor Owner's agents
have made any representations or promises with respect to the physical
condition of the building, the land upon which it is erected or the demised
premises, the rents, leases, expenses of operation or any other matter or thing
affecting or related to the premises except as herein expressly set forth and
no rights, easements or licenses are acquired by Tenant by implication or
otherwise except as expressly set forth in the provisions of this lease. Tenant
has inspected the building and the demised premises and is thoroughly
acquainted with their condition and agrees to take the same "as is" and
acknowledges that the taking of possession of the demised premises by Tenant
shall be conclusive evidence that the said premises and the building of which
the same form a part were in good and satisfactory condition at the time such
possession was so taken, except as to latent defects. All understandings and
agreements heretofore made between the parties hereto are merged in this
contract, which alone fully and completely expresses the agreement between
Owner and Tenant and any executory agreement

hereafter made shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part, unless such executory agreement is in
writing and signed by the party against whom enforcement of the change,
modification, discharge or abandonment is sought.

END OF       22.  Upon the expiration or other termination of the term of this
TERM:        lease,  Tenant shall quit and surrender to Owner the demised
             premises, in good order and condition, ordinary wear and damages 
which Tenant is not required to repair as provided elsewhere in this
lease excepted, and Tenant shall remove all its property.  Tenant's obligation
to observe or perform this covenant shall survive the expiration or other
termination of this lease.  If the last day of the term of this Lease or any
renewal thereof, falls on Sunday, this lease shall expire at noon on the
preceding Saturday unless it be a legal holiday in which case it shall expire at
noon on the preceding business day.

QUIET           23.  Owner covenants and agrees with Tenant that upon Tenant 
ENJOYMENT:      paying the rent and additional rent and observing and 
                performing all the terms, covenants and conditions, on Tenant's
part to be observed and performed,   Tenant may peaceably and quietly enjoy
the premises hereby demised, subject, nevertheless, to the terms and conditions
of this lease including, but not limited to, Article 31 hereof and to the
ground leases, underlying leases and mortgages hereinbefore mentioned.

FAILURE         24.  If Owner is unable to give possession of the demised 
TO GIVE         premises on the date of the commencement of the term hereof, 
POSSESSION:     because of the holding-over or retention of possession of any
                tenant, undertenant or occupants or if the demised premises 
are located in a building being constructed, because such building has
not been sufficiently completed to make the premises ready for occupancy or
because of the fact that a certificate of occupancy has not been procured or
for any other reason,  Owner shall not be subject to any liability for failure
to give possession on said date and the validity of the lease shall not be
impaired under such circumstances, nor shall the same be construed in any wise
to extend the term of this lease, but the rent payable hereunder shall be
abated (provided Tenant is not responsible for Owner's inability to obtain
possession or complete construction) until after Owner shall have given Tenant
written notice that the Owner is able to deliver possession in condition
required by this lease.  If permission is given to Tenant to enter into the
possession of the demised premises or to occupy premises other than the demised
premises prior to the date specified as the commencement of the term of this
lease, Tenant covenants and agrees that such possession and/or occupancy shall
be deemed to be under all the terms, covenants, conditions and provisions of
this lease except the obligation to pay the fixed annual rent set forth in the
preamble to this lease.  The provisions of this article are intended to
constitute "an express provision to the contrary" within the meaning of Section
223-a of the New York Real Property Law.

NO WAVIER:      25.  The failure of Owner to seek redress for violation of, or 
                to insist upon the strict performance of any covenant or 
condition of this lease or of any of the Rules or Regulations, set
forth or hereafter adopted by Owner, shall not prevent a subsequent act which
would have originally constituted a violation from having all the force and
effect of an original violation.  The receipt by Owner of rent and/or
additional rent with knowledge of the breach of any covenant of this lease
shall not be deemed a waiver of such breach and no provision of this lease
shall be deemed to have been waived by Owner unless such waiver be in writing
signed by Owner.  No payment by Tenant or receipt by Owner of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
of any check or any letter accompanying any check or payments as rent be deemed
an accord and satisfaction, and Owner may accept such check or payment without
prejudice to Owner's right to recover the balance of such rent or pursue any
other remedy in this lease provided.  Except as otherwise provided by
applicable law, no act or thing done by Owner or Owner's agents during the term
hereby demised shall be deemed an acceptance of a surrender of said premises,   
and no agreement to accept such surrender shall be valid unless in writing
signed by Owner.  No employee of Owner or Owner's agent shall have any power to
accept the keys of said premises prior to the termination of the lease and the
delivery of keys to any such agent or employee shall not operate as a
termination of the lease or a surrender of the premises.

WAIVER OF       26.  It is mutually agreed by and between Owner and Tenant that 
TRIAL BY JURY:  the respective parties hereto shall and they hereby do waive
                trial by jury in any action proceeding or counterclaim brought
by either of the parties hereto against the other (except for personal
injury or property damage) on any matters whatsoever arising out of or in any
way connected with this lease, the relationship of Owner and Tenant, Tenant's
use of or occupancy of said premises, and any emergency statutory or any other
statutory remedy.

INABILITY TO    27.  This Lease and the obligation of Tenant to pay rent
PERFORM:        hereunder and perform all of the other covenants and agreements
                hereunder on part of Tenant to be performed shall in no wise 
be affected, impaired or excused because Owner is unable to fulfill any
of its obligations under this lease or to supply or is delayed in supplying any
service expressly or impliedly to be supplied or is unable to make, or is
delayed in making any repair, additions, alterations or decorations or is
unable to supply or is delayed in supplying any equipment, fixtures, or other
materials if Owner is prevented or delayed from so doing by reason of strike or
labor troubles or any cause whatsoever including, but not limited to,
government preemption or restrictions or by reason of any rule, order or
regulation of any department or subdivision thereof of any government agency
or by reason of the conditions which have been or are affected, either directly
or indirectly, by war or other emergency.

BILLS AND       28.  Except as otherwise in this lease provided, a bill, 
NOTICES:        statement, notice or communication which Owner may desire or
                be required to give to Tenant, shall be deemed
sufficiently given or rendered if, in writing, delivered to Tenant
registered or certified mail addressed to Tenant at the

_______________

RIDER TO BE ADDED IF NECESSARY.

building of which the demised premises form a part or at the last known
residence address or business address of Tenant or left at any of the aforesaid
premises addressed to Tenant or such other address specified by Tenant in
writing 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 Tenant, mailed, or left at the premises as herein provided.
Any notice by Tenant to Owner must be served by registered or certified mail
addressed to Owner at the address first hereinabove given or at such other
address as Owner shall designate by written notice.

SERVICES       29.  Owner shall provide:  (a) necessary elevator facilities on
PROVIDED BY    business days from 8 a.m. to 6 p.m. and have one elevator subject
OWNERS:        to call at all other times; (b) heat to the demised premises
when and as required by law, on business days from 8 a.m. to 6 p.m.; (c) water
for ordinary  lavatory purposes, but if Tenant uses or consumes water for any
other purposes or in unusual quantities (of which fact Owner shall be the sole
judge), Owner may install a water meter at Tenant's expense which Tenant shall
thereafter maintain at Tenant's expense in good working order and repair to
register such water consumption and Tenant shall pay for water consumed as
shown on said meter as additional rent as and when bills are rendered; (d)
cleaning service for the demised premises on business days at Owner's expense
provided that the same are kept in order by Tenant. If, however, said premises
are to be kept clean by Tenant, it shall be done at Tenant's sole expense, in a
manner reasonably satisfactory to Owner and no one other than persons approved
by Owner shall be permitted to enter said premises or the building of which
they are a part for such purpose. Tenant shall pay Owner the cost of removal of
any of Tenant's refuse and rubbish from the building; (e) If the demised
premises are serviced by Owner's air conditioning/cooling and ventilating
system, air conditioning/cooling will be furnished to tenant from May 15th
through September 30th on business days (Mondays through Fridays, holidays
excepted) from 8:00 a.m. to 6:00 p.m., and ventilation will be furnished on
business days during the aforesaid hours except when air conditioning/cooling
is being furnished as aforesaid. If Tenant requires air conditioning/cooling or
ventilation for more extended hours or on Saturdays, Sundays or on holidays, as
defined under Owner's contract with Operating Engineers Local 94-94A, Owner
will furnish the same at Tenant's expense.  RIDER to be added in respect to
rates and conditions for such additional service; (f) Owner reserves the right
to stop services of the heating, elevators, plumbing, air-conditioning,
electric, power systems or cleaning or other services, if any, when necessary
by reason of accident or for repairs, alterations, replacements or improvements
necessary or desirable in the reasonable judgment of Owner for as long as may
be reasonably required by reason thereof.  If the building of which the demised
premises are a part supplies manually operated elevator service, Owner at any
time may substitute automatic control elevator service and proceed diligently
with alterations necessary therefor without in any wise affecting this lease or
the obligation of Tenant hereunder.

               CAPTIONS:          30.  The Captions are inserted only as a
               matter of convenience and for reference and in no way define,
limit or describe the scope of this lease nor the intent of any provisions
thereof. 

               DEFINITIONS:       31.  The term "office" or offices" wherever
               used in this lease, shall not be construed to mean premises used
               as a store or stores, for the sale or display, at any time, of 
     goods, wares or merchandise, of any kind, or as a restaurant, shop, booth,
bootblack or other stand, barber shop, or for other similar purposes or for
manufacturing.  The term "Owner" means a landlord or lessor, and as used in this
lease means only the owner, or the mortgagee in possession, for the time being
of the land and building (or the owner of a lease of the building or of the land
and building) of which the demised premises form a part, so that in the event of
any sale or sales of said land and building or of said lease, or in the event of
a lease of said building, or of the land and building or said lease, or in the
event of a lease of said building, or the land and building, the said Owner
shall promptly notify Tenant of such sale and shall be and hereby is entirely
freed and relieved of all covenants and obligations of Owner hereunder arising
after the date of such sale or leasing and it shall be deemed and construed
without further agreement between the parties or their successors in interest,
or between the parties and the purchaser, at any such sale, or the said lessee
of the building, or of the land and building, that the purchaser or the lessee
of the building has assumed and agreed to carry out any and all covenants and
obligations of Owner, hereunder.  The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.  The term
"business days" as used in this lease shall exclude Saturdays, Sundays and all
days as observed by the State or Federal Government as legal holidays and those
designated as holidays by the applicable Operating Engineers contract with
respect to HVAC service. Wherever it is expressly provided in this lease that
consent shall not be unreasonably withheld, such consent shall not be
unreasonably delayed.

               ADJACENT           32.  If an excavation shall be made upon land
               EXCAVATION-        adjacent to the demised premises, or 
               SHORING:           shall be authorized to be made, Tenant
                                  shall afford to the person causing or 
                                  authorized to cause such excavation, 
                                  license to enter upon the demised 
premises for the purpose of doing such work as said person shall deem necessary
to preserve the wall or the building of which demised premises form a part from
injury or damage and to support the same by proper foundations without any claim
for damages or indemnity against Owner, or diminution or abatement of rent.   

               RULES AND          33.  Tenant and Tenant's servants, employees,
               REGULATIONS:       agents, visitors, and licensees shall 
                                  observe faithfully, and comply strictly
                                  with, the Rules and Regulations and such 
other and further reasonable Rules and Regulations as Owner or Owner's
agents may from time to time adopt provided such future Rules and Regulations do
not materially adversely affect Tenant's use and possession of the demised
premises.  Notice of any additional rules or regulations shall be given in such
manner as Owner may elect. The right to dispute the reasonableness of any
additional Rule or Regulation upon Tenant's part shall be deemed waived unless
the same shall be asserted by service of a notice, in writing upon Owner within
thirty (30) days after the giving of notice thereof. Nothing 

in this lease contained shall be construed to impose upon Owner any duty or
obligation to enforce the Rules and Regulations or terms, covenants or
conditions in any other lease, as against any other tenant and Owner shall not
be liable to Tenant for violation of the same by any other tenant, its
servants, employees, agents, visitors or licensees.  Owner shall enforce the
rules on a non-discriminatory basis.

Security:               
               34. Tenant has deposited with Owner the sum of $ see
Rider 51  as security for the faithful performance and observance by Tenant of
the terms, provisions and conditions of this lease; it is agreed that in the
event Tenant defaults in respect of any of the terms, provisions and conditions
of this lease, including, but not limited to, the payment of rent and
additional rent, Owner may use, apply or retain the whole or any part of the 
security so deposited to the extent required for the payment of any rent and
additional rent,  or any other sum as to which Tenant is in default or for any
sum which Owner may expend or may be required to expend by reason of Tenant's
default in respect of any of the terms, covenants and conditions of this lease,
including but not limited to, any damages or deficiency in the re-letting of
the premises, whether such damages or deficiency accrued before or after
summary proceedings or other re-entry by Owner.  In the event that Tenant shall
fully and faithfully comply with all of the terms, provisions, covenants and
conditions of this lease, the security shall be returned to Tenant after the
date fixed as the end of the Lease and after delivery of entire possession of
the demised premises to Owner.  In the event of a sale of the land and building
or leasing of the building, of which the demised premises form a part, Owner
shall have the right to transfer the security to the vendee or lessee and
Owner shall thereupon be released by Tenant from all liability for the return
of such security; and Tenant agrees to look to the new Owner solely for the
return of said security, and it is agreed that the provisions hereof shall
apply to every transfer or assignment made of the security to a new Owner. 
Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber the monies deposited herein as security and that neither
Owner not its successor  or successors assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.

Estopped Certificate           
               
               35. Tenant, at any time, and from time to time, upon at least 10
days' prior notice by Owner, shall execute, acknowledge and deliver to Owner,
and/or to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates to which the rent and
additional rent have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.

Successors  and Assigns:       

               36. The covenants, conditions and agreements contained in this
lease shall bind and insure to the benefits of Owner and Tenant and their
respective heirs, distributees, executors, administrators, successors, and
except as otherwise provided in this lease their assigns.  Tenant shall look
only to Owner's estate and interest in the land and building, for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) against Owner in the event of any default by Owner hereunder,
and no other property or assets of such Owner (or any partner member, officer or
director thereof, disclosed or undisclosed), shall be subject to levy, execution
or other enforcement procedure for the satisfaction of Tenant's remedies under
or with respect to this lease, the relationship of Owner and Tenant hereunder,
or Tenant's use and occupancy of the demised premises. 

In Witness Whereof, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

Witness for Owner:                      ____________________________

_____________________________           ____________________________

                                        ____________________________

Witness for Tenant:                     /s/Robert Bukala
                                        ____________________________
_________________________               Robert Bukala
                                        Senior Vice President and 
                                        Chief Financial Officer

                                ACKNOWLEDGEMENTS

CORPORATE OWNER
STATE OF NEW YORK,       SS.:
COUNTY OF 

        On this      day of           , 19     ,           
before me personally came                            
to me known, who being by me duly sworn, did depose and say that
he resides in
that he is the                          of
the corporation described in and which executed the foregoing
instrument, as OWNER; that he knows the seal of said corporation;
the seal affixed to said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of said corporation, 
and that he signed his name thereto by like order.
                              
                      -------------------------------------------------

INDIVIDUAL OWNER
STATE OF NEW YORK,      SS.:
COUNTY OF

        On this      day of           , 19      ,
before me personally came
to be known and known to me to be the individual 
described in and who, as OWNER, executed the foregoing instru-
ment and acknowledged to me that                            he
executed the same.
                     --------------------------------------------------

CORPORATE TENANT
STATE OF ILLINOIS,      SS.:
COUNTY OF COOK

        On this 29th day of May, 1996,
before me personally came Robert Bukala
to me known, who being by me duly sworn, did depose and say that
he resides in
that he is the Senior Vice President and Chief Financial Officer of GynCor, 
Inc., the corporation described in and which executed the foregoing
instrument, as TENANT; that he knows the seal of said corporation;
the seal affixed to said instrument is such corporate seal; that it was
so affixed by order of the Board of Directors of said corporation,
and that he signed his name thereto by like order.
                
        My Commission Expires July 12, 1996
                     --------------------------------------------------

INDIVIDUAL TENANT
STATE OF NEW YORK,      SS.:
COUNTY OF 

        On this      day of           , 19     ,
before me personally came
to be known and known to me to be the individual 
described in and who, as TENANT, executed the foregoing
instrument and acknowledged to me that                  he
executed the same.
                                                                      
                     -------------------------------------------------

          RIDER to Lease between Ironwood Realty
          Corporation, as Owner/Landlord, and Gyncor, Inc.,
          as Tenant, dated May 22, 1996 for the entire 9th
          and 10th floors and a portion of the 13th floor,
          635 Madison Avenue, New York, New York

          37.  (a)  During the term of this Lease, the annual rental rate
payable by Tenant, as hereinabove provided, shall be increased or decreased for
each twelve (12) month period (hereinafter called the "Comparison Year") or part
thereof commencing July 1st. and ending June 30th, subsequent to the Base Year
(as hereinafter defined) by an amount equal to .1681 of the amount of the
increase or decrease of Property Taxes (as hereinafter defined), over or under,
as the case may be, the amount of Property Taxes for the Base Year.  "Property
Taxes" means all real estate taxes on the building, improvements, fixtures and
equipment and the land (entire plot) upon which they are situated, sewer rents
or any tax assessment or charge, general or special, foreseen or unforeseen,
which shall be levied in addition to, or in lieu of, real estate taxes, but
Property Taxes shall not include any income, franchise, capital stock, estate or
inheritance taxes.

          If the Landlord shall be in default in the payment of Property Taxes
and shall thereby incur interest or penalty charges, Tenant shall not be
obligated to pay any portion of such interest or penalty charges.

          If the Landlord shall receive a refund of Property Taxes, the proceeds
thereof, less the costs and expenses in obtaining the same, shall be apportioned
and allocated to the period for which the refund was obtained and proper
adjustments shall be made between the Landlord and Tenant.

          "Base Year", for the purpose of this Article 37(a), means the twelve
(12) month period commencing July 1, 1996 and ending June 30, 1997.

          (b)  During the term of this Lease, the annual rental rate payable by
Tenant as hereinabove provided, shall be increased or decreased for each
Comparison Year or part thereof by an amount equal to .1681 of the amount of the
increase or decrease of Operating Costs (as hereinafter defined) over or under,
as the case may be, Operating Costs for the Base Year.  "Operating Costs" means

all of the direct expenses, including rent and other charges payable by
Landlord in accordance with the existing terms and provisions of the Ground
Lease and the premiums for all kinds of insurance carried by the Landlord
incurred or paid by or on behalf of the Landlord with respect to the operation
and maintenance of the said building, improvements, fixtures, equipment and
land which, in accordance with accepted principles of sound accounting practice
used by the Landlord as applied to the operation and maintenance of a
first-class office building, are properly chargeable to the operation and
maintenance thereof, but such expenses shall not include (i) the amount of
expenses for any services or installations furnished to a particular tenant in
excess of those furnished or available to the Tenant; (ii) the amount of any
expenses incurred in renting space in the building and altering any space in
the building for occupancy by any tenant; (iii) legal expenses which do not
relate to the operation and management of the building; (iv) the salaries of
the officers, directors and executives of the Landlord; (v) general overhead
expenses of the Landlord which do not relate to the operation and management of
the building; and (vi) Property Taxes.

          "Base Year" for the purpose of this Article 37(b) means the twelve
(12) month period ending June 30, 1996.

               (c)  This Article 37 shall never operate to decrease the annual
rental rate payable under the Lease at any given time to an amount less than the
amount of base rent payable at such time as set forth in Article 44.

               (d)  In order to provide for current payments on account of the
additional rent which may be payable to the Landlord pursuant to this Article
for any Comparison Year, the Tenant agrees to make such payments on account of
said additional rent for and during such Comparison Year in twelve (12) monthly
installments, each in an amount equal to one-twelfth (1/12th) of the amount
which would have been payable by the Tenant to the Landlord pursuant to this
Article for the period of twelve (12) calendar months immediately preceding such
Comparison Year if said twelve (12) month period had been a Comparison Year
falling entirely within the term of this Lease, except that the installment for
each such month shall be appropriately adjusted to reflect the Property Taxes
actually payable for such month and, as reasonably estimated by the Landlord,
the Operating Costs for such Comparison Year, the installment for each calendar
month to be due and payable with the next

ensuing monthly statement; it being understood that if, as finally determined,
the amount of additional rent payable by the Tenant to the Landlord pursuant to
this Article for such Comparison Year shall be greater than (resulting in an
underpayment) or be less than (resulting in an overpayment) the aggregate of all
the installments so paid on account to the Landlord by the Tenant for such
Comparison Year, then, after the receipt of the Escalation Statement (as
hereinafter defined) for such Comparison Year, the Tenant shall, in the case of
such underpayment, pay with the next ensuing monthly statement to the Landlord
an amount equal to such underpayment or the Landlord shall, in the case of such
an overpayment, pay to the Tenant an amount equal to such overpayment.
"Escalation Statement" means a statement delivered by the Landlord to the Tenant
within six (6) months after the end of a Comparison Year, setting forth the
amount payable by the Tenant or the Landlord, as the case may be, for such
Comparison Year pursuant to this Article,

               (e)  Upon the date of any expiration or termination of this
Lease, whether the same be the date hereinafter set forth for the expiration of
the term (hereinafter called "Lease Expiration Date") or any prior or subsequent
date, the entire additional rent for the preceding calendar year and a
proportionate share of the additional rent for the calendar year during which
such expiration or termination occurs shall immediately become due and payable
by Tenant to Landlord.  The said proportionate share shall be based upon the
length of time that this Lease shall have been in existence during such latter
calendar year. Promptly after said expiration or termination, Landlord shall
compute the additional rent due from Tenant, as aforesaid, which computation
shall be an estimate based upon the most recent Escalation Statement theretofore
prepared by Landlord and furnished to Tenant under paragraph (d) above.  Within
ten (10) days after the next Escalation Statement is prepared by Landlord and
furnished to Tenant, Landlord and Tenant shall make appropriate adjustments of
said estimated payments. 

               (f)  Notwithstanding any expiration or termination of this Lease
prior to the Lease Expiration Date (except in the case of a cancellation by
mutual agreement), Tenant's obligation to pay any and all additional rent under
this Lease shall continue and shall cover all periods up to the Lease Expiration
Date.  Tenant's obligation to pay any and all additional rent under this Lease
and Landlord's and Tenant's obligation to make the adjustments referred to

above, shall survive any expiration or termination of this Lease.

          38.  Nothing in this Lease shall be deemed to constitute the Landlord
and Tenant as partners, or business associates, or in any way responsible for
the other.  The Landlord and Tenant are not partners or joint ventures.

          39.  If the Landlord or any successor in interest be an individual,
joint venture, tenancy in common, co-partnership, unincorporated association, or
other unincorporated aggregate of individuals (all of which are referred to
below, individually and collectively as an "unincorporated Landlord"), then,
anything elsewhere to the contrary notwithstanding, Tenant shall look solely to
the estate and property of such unincorporated Landlord in the land and building
of which the leased premises are a part, for the satisfaction of Tenant's
remedies for the collection of a judgment (or other judicial process) requiring
the payment of money by Landlord in the event of any default or breach by
Landlord with respect to any of the terms, covenants and conditions of the
Lease to be observed and/or performed by Landlord, and no other property or
assets of such unincorporated Landlord shall be subject to levy, execution or
other enforcement procedure for the satisfaction of Tenant's remedies.

          40.  (a)  Landlord shall furnish air cooling on business days from
8:00 a.m. to 6:00 p.m. when reasonably required for the comfortable occupancy of
the demised premises based upon the occupancy of the demised premises by not
more than 1 person for any 100 square feet of space. The base cooling system
shall be operational and available no later than May 15 of each year and the
base heating system shall be operational and available no later than October 1.

               (b)   The minimum fresh air supply and return delivered from the
existing base building central air handling system located in the penthouse
shall be 5,100 CFM supply and 3,300 CFM of return air for each floor, and the
supply air temperature delivered and discharged to each floor shall be a
minimum of 55 degrees dry bulb.  The minimum fresh air delivered to each floor
shall be in compliance with all local code requirements and shall not be less
than 15% of total air supply, and minimum filtration shall be 30%.  The minimum
toilet exhaust shall be a minimum of 400 CFM per floor.

               (c)  The existing perimeter fan coil units shall deliver a
minimum heating and cooling capacity of the following:

               1.   Cooling: Based on 78 degree F dry bulb entering air and 65.2
                    degree F wet bulb: 
                              Supply Air:  300 CFM 
                              Sensible cooling:  5,500 BTUH 
                              Latent cooling: 1,000 BTUH

               2.   Heating: Based on 72 degree F dry bulb entering air, 13,250
                    BTUH.

               (d)  Landlord shall provide Tenant, at its sole cost and expense,
openings in the building envelope in each floor, but Landlord reserves the right
to approve the design and location of any such openings.

          41.   [Intentionally Deleted]

          42.   It is understood and agreed that any names to be placed on the
door of the demised premises shall be affixed to a plaque which can be screwed
to said door and cost of said plaque, lettering and installation to be at the
sole cost of Tenant.

          43.   The electric current for the demised premises shall be arranged
for and paid for by the Tenant at regular Consolidated Edison Company rates
through a meter located on the demised premises, and shall be paid directly to
the Consolidated Edison Company.

          44.   It is understood and agreed that the annual base rent for the
Entire 9th and 10th and portion of 13th Floors shall be at the rate of:  SEVEN
HUNDRED FORTY-TWO THOUSAND FIVE HUNDRED & 00/100 ($742,500.00) DOLLARS payable
in equal monthly installments of SIXTY ONE THOUSAND EIGHT HUNDRED SEVENTY FIVE &
00/100 ($61,875.00) DOLLARS for the first five (5) years after the Rent Start
Date; and EIGHT HUNDRED TEN THOUSAND & 00/100 ($810,000.00) DOLLARS, payable in
equal monthly installments of SIXTY SEVEN THOUSAND FIVE HUNDRED & 00/100
($67,500.00) DOLLARS, for the period beginning with the sixth (6) year through
tenth (10th) year after the Rent Start Date.

          45.   (a)  The Tenant shall have the option to renew this Lease for a
first 5 year renewal term at ninety five percent (95%) of the then fair market
rental rent for

the demised premises by giving the Landlord written notice of the intent
to renew given nine (9) months before the end of the term of the Lease.

               (b)  The Tenant shall have the option to renew this  Lease for 
a second 5-year renewal term at ninety five percent (95%)  of the then fair 
market rent for the demised premises by giving the Landlord written notice
of the intent to renew given nine (9) months before the end of the then
existing term of the lease.

               (c)  The then fair market rent shall be based upon the rent for 
other first class buildings located in the same geographic  location of
the Building within the Borough of Manhattan, New York  City, New York offering
similar concessions and allowances.

               (d)  If the parties fail, within sixty (60) days after Tenant 
gives a notice provided for above, to agree on the then fair market rent for 
the demised premises, then, and in that event, the fair market rent
shall be determined by arbitration in New York City by three arbitrators
according to the then current rules of the American Arbitration Association
("AAA"), provided, however, that (i) each party will appoint an arbitrator who
is a competent expert in the New York City/plaza District office rental market,
and the two arbitrators so appointed will jointly appoint a third arbitrator,
who is also such an expert, within 10 days (failing which the AAA shall select
such third arbitrator), and (ii) the decision of the arbitrators shall state
that the base years for Real Estate Taxes and Operating Escalator shall be the
fiscal year ending June 30, 2006 in the case of the first renewal period and
shall be the fiscal year ending June 30, 2011 in the case of the second renewal
period.

          46.  (a)  It is agreed between the parties hereto that the  Landlord
will contribute the sum of One Million Three Hundred Fifty Thousand Dollars
($1,350,000.00)  (the Work Allowance") to be used to cover expenses involved in
the Tenant's alteration costs, including architectural fees, telephone and
computer cabling, furniture and fixture costs, and such alterations shall be
substantially in accordance with the plans and specifications heretofore
delivered to Landlord.  The Landlord will issue checks directly to vendors on a
weekly basis, if necessary, upon invoices certified by Tenant's architect,
reflecting completed work, until the Work Allowance is expended.  In the event
at the

end of all construction, there are any monies remaining from the Work 
Allowance, the Landlord will pay over the said balance to Tenant for Tenant to
use at its sole discretion. Tenant shall have a right of offset against the
rent payable hereunder to the extent Landlord does not disburse the Work
Allowance as aforesaid.

               (b)  Tenant shall have the right to bid the  construction of 
Tenant's initial and future expansion build out to two non-union general
contractors, one of which shall be selected by Landlord.  In addition, Landlord
will not charge Tenant any supervision or coordination fee in connection with
Tenant's initial and future expansion build out.

               (c)  Tenant shall have the right to utilize the  existing base 
building stair for access between floors, and Tenant may at Tenant's sole
cost, improve said stairwell with lighting, paint and carpeting (Landlord shall
specify the pile height and flame spread rating of such carpeting). Tenant may
restrict access by installing key card access provided the same does not
interfere with the building's alarm and security systems and further provided
that such installation complies with current and future fire regulations and
other laws.

     47.  In addition to the Tenant's Work Allowance, the Landlord will supply 
and install at its sole cost and expense the following:

     A)  Demolish all existing walls, interior column enclosures (excluding
  window wall column enclosures), ceilings, electrical and other items
  not to be utilized in Tenant's new construction and leave broom clean. Such
  demolition shall be in accordance with plans heretofore delivered to Landlord
  by Tenant's architect. Notwithstanding the foregoing, Landlord shall not be
  required to demolish any item that would affect the structural integrity of
  the building or impair the building base electrical, plumbing, HVAC and other
  mechanical systems.

     B)  One (1) 150 KW standby engine generator to service certain vital 
  functions in the building. Landlord shall provide one (1) 100 amp, 24 
  circuit, 208 (three phase)/120 volt located in the 9th/lOth floor electrical 
  closet, and Tenant shall have the right to tie in certain critical items 
  (specifically not to

include Tenant's computer systems or other components that may be affected by a
spike in electric power) that require 24-hour constant electricity.  This right
to tie into the generator shall extend through the entire term of this Lease
plus any renewal period.  Landlord make no representation or warranty regarding
the quality or quantity of electric service provided by the standby generator,
and Landlord shall have no liability to Tenant or any third party in connection
therewith.

               C)  Supply and install up to thirty (30) tons of new supplemental
air-cooled air conditioning per floor to run independently of the existing
building central system.  Such supplemental system shall be capable of
delivering 55 degree supply air temperature, the minimum amount of fresh air 
required by code and minimum of 30% air filtration.  It is understood that each
supplemental system will be located at a window on the floor it is to service
and will tie into the ductwork that will be installed by or modified by the
Tenant's contractor.  The electricity to operate said equipment shall be at the
Tenant's cost and expense.  Repairs and maintenance to said equipment, after
the initial installation, shall be at the Tenant's expense unless the same are
caused by the acts or omissions of Landlord, it agents or employees.

               D)  Supply and install a building standard connecting staircase 
between floors 9 and 10, at a location adjacent to existing steel framing in
accordance with plans and specifications, and installation as per N.Y.C. Code
requirements.  In the event Tenant's plans do not require that Landlord install
a stairway, the Landlord work credit shall be increased by $18,000.

               E)  Landlord to supply and install key operated elevator 
lock-out on each elevator serving both the 9th and 10th floors.

               F)  Landlord shall patch and level, if necessary, the base 
concrete floors of the demised premises, to provide a smooth and level surface 
with no more than a one-quarter inch (1/4") variation in any ten foot (10') 
lineal direction, non-cumulative.

               G)  Unless Tenant requires new blinds, Landlord shall, at 
Landlord's cost, install building standard

blinds for the exterior windows in the demised premises.

Notwithstanding the provisions of Article 15 of this Lease, any latent defects
in Landlord's work, described above, discovered by Tenant, and provided
Landlord is notified of such defect by Tenant in writing within one (1) year
following the Rent Start Date, shall be promptly repaired by Landlord.  If
Tenant leases additional full floors in the building, Landlord shall provide an
elevator lock-out for such additional full floor.

     48.  Landlord will request a non-disturbance agreement from its current
and future mortgagees.  In the event Landlord is unsuccessful in obtaining any
such agreement, such failure will not be deemed a default by the Landlord.

     49.  Landlord agrees to supply tenant with the necessary ACP5 (not an 
Asbestos Project) Form necessary for Tenant's architect to file for a work 
permit from N.Y.C. Department of Buildings.

     50.   (a)  During the first two (2) years after the Rent Start Date and
provided that Tenant is not in default under this Lease, Tenant shall have the
right, as hereinafter provided, to lease any vacant office space (excluding the
first, second and nineteenth floors) in the Building that becomes available.
Landlord shall notify Tenant that such vacant space is available and Tenant
shall have five (5) days after receipt of such notice by Landlord to accept the
vacant space for lease.  The term of the lease of such vacant space shall
expire coterminously with the term of this lease and the lease of such vacant
space shall otherwise be based on the same terms and conditions as this Lease,
on a pro rata square footage basis, except that (i) the Landlord will not be
required to supply and install (A) supplemental air-cooled air conditioning
unless Tenant leases at least one half a full floor or (B) a building standard
interconnecting stairway unless Tenant leases at least a full floor contiguous
to one of its existing floors and (ii) any construction work allowance shall be
an amount equal to $60.00 multiplied by the number of rentable square feet of
such additional space, multiplied by a fraction, the numerator of which is the
number of days remaining in the initial term of this Lease and the denominator
of which is 3,650.  It is also agreed that in the event Tenant elects not to
have Landlord install a building standard connecting

stairway, $18,000 shall be added to the Landlord work allowance.  Landlord and
Tenant shall execute a modification to this Lease confirming the foregoing
within thirty (30) days after Tenant delivers notice to Landlord accepting the
space, and the commencement date of such lease shall be the date such
modification is executed.

              (b)  It is further agreed that commencing on the third (3rd) 
year after the Rent Start Date and provided that Tenant is not in default
under this Lease, Tenant shall have the continuous right, as hereinafter
provided, to lease any vacant office space (excluding the first, second and
nineteenth floors) in the Building that may become available.  It is understood
that Landlord must first offer said vacant space to Tenant at rental rates,
terms and conditions as it would to any other potential tenant.  All offerings
by Landlord to Tenant must be in writing and contain all material terms.  If
Landlord does not receive a written acceptance from Tenant within five (5) days
after Landlord's delivery of such offer, Landlord may rent said vacant space to
another third party but only on terms materially no more favorable to such
third party.  The term "material", as used in this Article, shall mean a change
to any term or terms of an offer to a third party that varies more than five
(5) from the corresponding term or terms of the latest offer to Tenant
hereunder.

              51.  (a)  Concurrent with the execution of this Lease, the Tenant 
is delivering to Landlord, an irrevocable, clean letter of credit  effective
for one year in the amount of $250,000.00 issued by American National Bank and  
Trust Company of Chicago, 33 North LaSalle Street, Chicago, Illinois 60690 (the 
"Bank"), against which letter of credit Landlord shall be entitled to draw on
the terms specified herein.  If, by June 30, 1996, Tenant does not deliver to
Landlord, financial statements, duly certified by L.J. Soldinger & Associates,
certified public accountants, showing (according to generally accepted  
accounting principles) Tenant  having a net worth of $20 million, Tenant
shall, no later than July 10, 1996, deliver an additional letter of credit
issued by the Bank in the amount of $250,000 and such additional letter of
credit shall otherwise comply with the requirements of this Article. Failure to
deliver such additional letter of credit shall constitute a default under this
Lease permitting Landlord to, without notice to Tenant, (i) immediately draw
down on the first letter of credit and (ii) exercise any remedies available to
Landlord under Article 18 or otherwise permitted under this Lease or by law. 
If Tenant shall

deliver financial statements (prepared in accordance with the provisions of
this Article) to Landlord showing Tenant having a net worth of $20 million at
any time while letter(s) of credit are outstanding hereunder and Tenant is not
otherwise in default under this Lease, then Landlord shall return the
outstanding letter of credit(s) to Tenant within thirty (30) days and the terms
of this Article shall be of no further effect.

               (b)  Each letter of credit shall be renewed or replaced annually
in an amount as shown on the schedule below so that until April 30, 1999, 
there shall continue to be outstanding letter(s) of credit.  Each renewal or
replacement letter(s) of credit shall be delivered to Landlord not less than 30
days prior to the expiration date of the then current letter(s) of credit to be
renewed or replaced; any failure so to deliver the renewal or replacement
letter(s) of credit shall give Landlord the right to draw down the full amount
of the then current letter(s) of credit as security hereunder.

     The amount of the required letter(s) of credit shall be as follows:

                      
            November 1, 1996          $415,000.00
            May 1, 1997               $330,000.00
            November 1, 1997          $247,500.00
            May 1, 1998               $165,000.00 
            November 1, 1998          $ 82,500.00
            May 1, 1999                       -0-

(c) In the event of any other default under this Lease, Landlord shall also have the right to draw down the full amount of the letter(s) of credit in effect at that time. Such rights shall be absolute as against the Bank which issued the letter(s) of credit, and Tenant shall take no action to interfere with the drawing by Landlord against the letter(s) of credit shall be deemed an immediate default under this Lease. In the event of any wrongful drawing by Landlord of the letter(s) of credit, the extent of Landlord's liability to Tenant shall be limited to compelling repayment to the Bank which made payment against the letter(s) of credit of the amount wrongfully drawn down, in which event Tenant shall immediately deliver to Landlord a replacement letter(s) of credit in all respects identical to the letter(s) of credit wrongfully drawn down and thereafter Tenant shall continue to comply with its obligations hereunder as if no wrongful drawn down has occurred. Any sums drawn by Landlord upon the letter(s) of credit shall be deposited in a bank headquartered in New York City selected by Landlord, in an interest-bearing account and shall be held as security under Article 34 of this Lease, and Landlord may draw against such account for amounts payable to Landlord as a result of any default by Tenant under this Lease. 52. Tenant represents and warrants that it has dealt with no brokers in connection with this Lease other than Grubb & Ellis New York, Inc., represented by David Schneck, and Goldie B. Wolfe & Co., represented by Diana Dunbar, and Tenant agrees to indemnify Landlord against any commission claims asserted by any other broker, including reasonable attorneys' fees. 53. (a) The commencement date of the term of this lease (the "Term Commencement Date") shall be the date of delivery of the Premises to Tenant with the work described in Article 47(A) substantially completed. (b) The payment of base rent (as set forth in Article 44) shall commence (the "Rent Start Date") upon the substantial completion of Tenant's Work but in no event later than one hundred and twenty (120) days after the Term Commencement Date. If Landlord shall not have substantially completed its work described in Article 47(B),(C),(D),(E) and (F) the Rent Start Date shall be extended until the date Landlord shall have substantially completed such work unless and to the extent any delays in the completion of Landlord's work are caused by acts or omissions of Tenant, its employees or agents. (c) In the event Landlord fails to deliver the demised premises within thirty (30) days after Landlord has received a fully executed copy of this Lease and provided that Tenant is not otherwise in default under the terms of this Lease, Tenant shall have the right to terminate this Lease by written notice to Landlord given within five (5) days after the expiration of such thirty (30) day period. This lease shall terminate upon receipt of such notice by Landlord, and Landlord shall promptly return to Tenant the letter(s) of credit delivered pursuant to Article 51 and shall refund to Tenant all funds paid by Tenant to Landlord on account of this Lease. 54. Landlord represents to Tenant that Tenant's use of the premises, as set forth in Article 2 of this Lease, is permitted under existing applicable zoning laws and under any covenants, conditions or other restrictions of record. In the event applicable zoning laws or any covenants, conditions or regulations prohibit such use, Tenant shall have the right to terminate this Lease by written notice to Landlord delivered (i) within thirty (30) days after such law is to be effective, in the case of a zoning restriction, or (ii) within thirty (30) days after Tenant acquires knowledge that a covenant, condition or restriction prohibits the use permitted hereunder, in the case of a restriction of record. This lease shall terminate on the later to occur of (i) the date such ordinance or regulation is effective (only in the case of a zoning restriction) or (ii) thirty (30) days after Landlord's receipt of such notice. 55. Supplementing Article 3 of this Lease, Tenant shall not be required to remove any improvements, installations or fixtures, approved by Landlord, at the end of the term or earlier termination of this Lease if Landlord, at the time its approval was given, shall have waived its right to require that Tenant remove such improvements, installations or fixtures. 56. Supplementing Article 4 of this Lease, Landlord shall maintain all the common areas of the building and perform its other maintenance and repair obligations under this Lease in accordance with the practices of other owners of first class office buildings located in the same geographic area. All maintenance, replacements and repairs performed by either Landlord or Tenant shall be done in a good and workmanlike manner, and all defective workmanship and materials shall be replaced or corrected by such party at its sole cost. 57. Supplementing Article 6 of this Lease, Landlord represents and warrants to Tenant that the floor load capacity of the demised premises is at least 50 lbs. per square foot. 58. Landlord shall indemnify and hold harmless Tenant against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Tenant shall not be reimbursed by insurance, including reasonable attorney's fees, paid, suffered or incurred as a result of any breach by Landlord, Landlord's agents, contractors, employees, invitees, or licensees, of any covenant or condition of this Lease, or the negligence or willful misconduct of the Landlord, Landlord's agents, contractors, employees, invitees, or licensees. In case any action or proceeding is brought against Tenant by reason of any such claim, Landlord, upon written notice from Tenant, will, at Landlord's expense, resist or defend such proceeding by counsel approved by Tenant in writing, such approval not to be unreasonably withheld. 59. Supplementing Article 9 of this Lease: (a) if the demised premises shall be totally damaged and rendered wholly unusable by a fire or other casualty, either Tenant or Landlord shall have the right to terminate this lease upon within notice to the other party given within thirty (30) days after the date of such fire or casualty, and such termination shall be effective upon receipt by the other party of such notice. Tenant shall forthwith quit, surrender and vacate the premises without prejudice however, to Landlord's rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to the date of casualty and any rent paid by Tenant on account of a period subsequent to such date shall be returned to Tenant. (b) If the demised premises shall be partially damaged and such damage or casualty materially interferes with Tenant's use of the demised premises and Landlord shall have failed to repair such damage within ninety (90) days after the date of such casualty, Tenant shall have the right to terminate this Lease upon written notice to Landlord delivered within five (5) days after the end of such ninety (90) day period, and such termination shall be effective upon receipt by Landlord. Tenant shall forthwith quit, surrender and vacate the premises without prejudice however, to Landlord's rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any rent paid by Tenant on account of a period subsequent to such date shall be returned to Tenant. (c) If the demised premises are totally damaged or rendered wholly unusable by fire or other casualty, and if neither Tenant nor Landlord elects to terminate this Lease, as aforesaid, and if Landlord fails to substantially complete repairs to the demised premises within 180 days after the date of such fire or casualty and further provided Tenant has not occupied the demised premises during such period, Tenant may terminate this lease upon written notice to Landlord, delivered within five (5) days after the end of such 180 day period, and such termination shall be effective upon receipt by Landlord. In the event of a termination of this Lease, the provisions regarding the rights and obligations of Tenant and Landlord set forth in the last sentence of the clause (a), above, shall likewise control. 60. (a) Supplementing and notwithstanding anything to the contrary in Article 11 of this Lease, Tenant may, without the consent of Landlord, sublet or permit occupancy of all or part of the demised premises or assign this Lease to any party which directly or indirectly (including the shareholders of Tenant) (i) wholly owns or controls Tenant; (ii) is wholly owned or controlled by Tenant; (iii) is under common control or ownership with Tenant; or (iv) to which Tenant or any of the foregoing parties have merged, consolidated or reorganized or to which all or substantially all of Tenant's assets or such parties assets are sold, assigned or transferred. In such event and no such permitted transfer shall be effective until: (i) Landlord shall receive an executed original of the transfer documents promptly after execution; and (ii) any such transferee shall expressly assume all of Tenant's obligations under this Lease arising both prior to and after the date of such transfer. In addition, independent contractors and affiliates of Tenant shall be deemed invitees of Tenant and shall be permitted to use and occupy part of the demised premises from time to time provided such parties do not violate the terms of this Lease. (b) Any profits derived by any subletting or assignment permitted by this Lease shall be split equally between Landlord and Tenant after any leasing costs and brokerage fees are deducted. Any profits derived by any subletting or assignment not permitted by this Lease shall be the sole property of and promptly paid to Landlord. 61. Supplementing Article 12 of this Lease, Landlord represents and warrants to Tenant that the two electrical feeders serving the premises are capable of delivering 350 amps and 400 amps, respectively, at 220 (3 phase)/120 volts to the demised premises. Landlord represents and warrants that the Building is serviced by a 550 ton air conditioning unit. 62. Supplementing Article 19 of this Lease, if Tenant prevails in any action or proceeding between Landlord and Tenant with respect to this Lease, Landlord shall pay the reasonable attorneys' fees and expenses incurred by Tenant in presenting or defending such action or proceeding. 63. Supplementing Article 13 of this Lease, Landlord shall not be permitted, except in an emergency, to enter examination and treatment rooms without supervision and approval by Tenant. Landlord shall be liable to Tenant for the actual cost of replacement, excluding any consequential damages, if Landlord's acts or omissions during entry to the premises causes damages to any of Tenant's property. 64. If Landlord changes the name, number or designation of the building in which the demised premises are located, Landlord shall reimburse Tenant for the cost replacing Tenant's stationery not to exceed $1,000. 65. Landlord warrants and represents to Tenant that the Building is currently in compliance with all applicable environmental laws, rule and regulations and that there are no Hazardous Substances (as that term is defined by applicable environmental laws) in the Building in violation of applicable law. Landlord shall indemnify and hold Tenant harmless from and against any liability, cost or expense, excluding any consequential damages, arising from a breach of the foregoing representation and warranty. 66. Copies of all notice delivered pursuant to Article 28, shall be delivered to the following addresses: If to Tenant to: GYNCOR, INC. 750 North Orleans Street Chicago, Illinois 60610 Attention: Norbert Gleicher with copy to: Robbins, Saloman & Patt, Ltd. 25 East Washington Street Suite 1000 Chicago, Illlnois 60602 Attention: Andrew M. Sachs If to Landlord to: IRONWOOD REALTY CORPORATION c/o West Land Corporation 280 Madison Avenue New York, New York 10016 Attention: David L. Crowley with a copy to: Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 Attention: H. Hedley Stothers, Jr. 67. Tenant shall be excused from performing its obligations under this Lease other than the payment of rent or other monies, but only to the extent and for the duration that such non-performance is caused by an event of force majeure (as such event is described in Article 27 of this Lease). 68. The specifications for cleaning services provided by Landlord under this Lease are attached as Schedule A hereto. 69. Supplementing Article 37 of this Lease, in the event the building is less than 95% occupied for any Comparison Year or Base Year, the Operating Costs actually incurred during such Comparison Year or Base Year shall be appropriately grossed up to reflect what Operating Costs would have been incurred had the building been 95 percent occupied. In addition, the following items shall be excluded from the definition of operating Costs: (a) Repairs or other work occasioned by (i) fire, windstorm or other casualty of an insurable nature to the extent typically insured by owners of first class office buildings in the same geographic location of the Building within the Borough of Manhattan, New York City, New York or (ii) the exercise of the right of eminent domain to the extent landlord is reimbursed by the portion of any condemnation award attributable to such repairs or other work. (b) Leasing commissions, attorneys' fees, costs and disbursements incurred in connection with negotiations and disputes with tenants, occupants and prospective tenants of the Building. (c) Landlord's costs of electricity and other services sold to Tenant and for which Landlord is entitled to be reimbursed by other tenants as an additional charge or rental over and above the basic rent payable under the lease with such tenant. (d) Costs incurred by Landlord for alterations, additions and replacements which are considered capital improvements and replacements under generally accepted accounting principles. (e) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for services on or to the Building, only to the extent that the cost of such service exceed the competitive cost of such services were they not so rendered by a subsidiary or affiliate. (f) Interest on debt or amortization payments on any mortgages. (g) Any rentals or other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature, except equipment which is used in providing janitorial services and which is not fixed to the Building. (h) Items and services for which and to the extent that Tenant reimburses Landlord or pays third persons. (i) Advertising and promotional expenditures. (j) Any costs, fines, penalties, legal fees or costs of litigations incurred due to violations by Landlord, or its employees, agents, contractors or assigns of any governmental rule or authority. (k) Costs for sculptures, paintings or other objects of art. (l) Interest or penalties due to late payment of taxes, utility bills and other costs. (m) Costs incurred due to violation by Landlord or by any tenant of the terms and conditions of any lease to which they are a party. (n) Repairs or replacements of the roof, foundation, structure and exterior walls necessitated by the negligence of Landlord. (o) Repairs or replacements of any equipment or any component of the Building necessitated by the negligence of Landlord. 70. Provided Tenant occupies full floors, Tenant shall be allowed to use sign age, consistent with the first class nature of the building, on such floors without Landlord's prior approval. Tenant shall have the right, to place one (1) plaque on one column at the main entrance of the Building, one (1) plaque in the lobby of the building and one (1) sign next to the elevator button for each full floor constituting the demised premises in each elevator (other than freight and service elevators), the size and location of such plaques and signs shall be reasonably prescribed by Landlord and the design of such plaques shall be accordance with the design attached as Schedule B to this Lease. 71. During the term of this Lease, Landlord shall not lease premises in the Building to any other entity whose primary business is the operation of an infertility clinic, but this shall not preclude Landlord from leasing to medical professionals (whether practicing individually or as part of a group) practicing infertility or ob-gyn, provided, however, that if as part of a group, the primary focus of the group's practice is not infertility. 72. After the operation of the fifth (5th) year of this Lease, Landlord shall provide Tenant with a cash allowance not to exceed $10,000 to repaint the Premises and clean the carpeting. 73. Landlord shall provide access 24-hours a day for Tenant and its licensees and invitees provided they use passes provided by Landlord and comply with other reasonable security measures imposed by Landlord form time to time. Landlord shall provide a 24-hour security guard in the Building. 74. Landlord shall provide Tenant with access to the Building Class E System on the 9th or 10th Floor electrical closet. The capacity should support five strobes and enunciators pursuant to Tenant's layout. 75. During the period of Tenant's initial construction, Landlord shall provide, at no cost to Tenant or Tenant's contractor, on an as needed basis, periods for delivery of materials to Premises at times reasonable designated by Landlord. 76. (a) If (i) Landlord shall fail to provide services to Tenant, as required under this Lease, (ii) Tenant is denied access to the demised premises by acts or omissions of Landlord, or (iii) Landlord's exercise of its rights and obligations or to perform repairs under Articles 4 or 13 prevents Tenant from conducting its business within the demised premises and the events described in (i), (ii) and (iii) are not caused by an event of force majeure (as such event is described in Article 27) or by any casualty (in the event of a casualty, the provisions of Article 8 shall control), for any period longer than two (2) consecutive days, Tenant shall be entitled to an equitable abatement of the rent for each day such event continues after such consecutive two (2) day period. In no event shall the per diem amount of any abatement under this Article exceed the per diem amount of the base rent set forth in Article 44 of this Lease. (b) If any of the events described in (i), (ii) and (iii) of clause (a), above, continues for any period greater than thirty (30) consecutive days and such failure is not caused by any event of force majeure (as such event is described in Article 27) or by any casualty (in the event of a casualty, the provisions of Article 8 shall control), Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within forty five (45) days after the first day such event occurred. This Lease shall terminate within (15) days after Landlord's receipt of such notice. Tenant shall forthwith quit, surrender and vacate the premises without prejudice however, to Landlord's rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any rent paid by Tenant on account of a period subsequent to such date shall be returned to Tenant. IRONWOOD REALTY CORPORATION, Owner/landlord By: ----------------------------- Name: Title: GYNCOR, INC., Tenant By: Robert Bukala ------------------------------ Name: Robert Bukala Title: Senior Vice President and Chief Financial Officer

Basic Info X:

Name: STANDARD FORM OF OFFICE LEASE
Type: Lease
Date: June 7, 1996
Company: GYNCOR INC
State: Delaware

Other info:

Date:

  • May 15th through September 30th
  • Mondays
  • Fridays
  • Saturdays
  • Sundays
  • 29th day of May , 1996
  • July 12 , 1996
  • May 22 , 1996
  • July 1st
  • June 30th
  • July 1 , 1996
  • June 30 , 1997
  • October 1
  • June 30 , 2006
  • fiscal year ending June 30 , 2011
  • June 30 , 1996
  • July 10 , 1996
  • April 30 , 1999
  • November 1 , 1996
  • May 1 , 1997
  • November 1 , 1997
  • May 1 , 1998
  • November 1 , 1998
  • May 1 , 1999
  • thirty 30
  • forty five 45 days after the first day

Organization:

  • INC. Agreement of Lease
  • Term Commencement Date
  • Board of Standards and Appeals
  • New York Board of Fire Underwriters
  • Insurance Services Office
  • Fire Insurance Rating Organization
  • New York Fire Insurance Exchange
  • Operating Engineers Local 94-94A
  • State or Federal Government
  • Chief Financial Officer of GynCor , Inc.
  • Board of Directors
  • Ironwood Realty Corporation
  • Lease Expiration Date
  • Consolidated Edison Company
  • American Arbitration Association
  • One Million Three Hundred Fifty Thousand Dollars
  • Department of Buildings
  • American National Bank
  • Soldinger & Associates
  • Grubb & Ellis New York , Inc.
  • Goldie B. Wolfe & Co.
  • Saloman & Patt , Ltd.
  • Chadbourne & Parke LLP

Location:

  • Delaware
  • North Orleans St.
  • United States
  • U.S.
  • Landlord
  • North Orleans Street Chicago
  • Illinois
  • East Washington
  • Madison Avenue New York
  • Manhattan
  • New York City
  • Tenant

Money:

  • $ see
  • $ 742,500.00
  • $ 61,875.00
  • $ 810,000.00 DOLLARS
  • $ 67,500.00
  • $ 1,350,000.00
  • $ 60.00
  • $ 18,000
  • $ 250,000.00
  • $ 20 million
  • $ 1,000
  • $ 10,000

Person:

  • David Schneck
  • Diana Dunbar
  • Norbert Gleicher
  • Robbins
  • Andrew M. Sachs
  • David L. Crowley
  • H. Hedley Stothers
  • Robert Bukala

Time:

  • 8 a.m.
  • 6 p.m.
  • 8:00 a.m.
  • 6:00 p.m.

Percent:

  • 15 %
  • five percent 95 %
  • 30 %
  • 95 percent